Contract No : 20100308

This Contract is made and entered into this 08th of March, 2010 and valid unless signed by both parties

BY AND BETWEEN:

THE SELLER : HEREAFTER KNOWN AS THE PRINCIPAL SELLER :

COMPANY NAME : AK ENERGY SYS & SOLAR ENERGY SYS. CO.

ADDRESS : 30th Street Nu:8/9 35050 Bornova-Izmir/TURKEY

TELEPHONE:

FAX :

E-MAIL :

AND

THE BUYER : HEREAFTER KNOWN AS THE PRINCIPAL BUYER :

COMPANY NAME :

ADDRESS :

TELEPHONE:

FAX :

E-MAIL :

WHEREAS the Seller and Buyer, each with full corporate authority, certifies, represents and warrants that each can fulfill the requirements of this contract and respectively provide the products and the funds referred to herein, in time and under the terms agreed to hereinafter; and whereas the Seller hereby agrees and makes an

irrevocable firm contract to sell and whereas the Buyer hereby agrees and makes an irrevocable firm contract to purchase Copper Cathode (Electrolytic Copper Cathodes, Grade A) 99.99-99,96%, Non-LME registered, whereas the Seller and Buyer both agree to finalize this contract under the terms and conditions, it is therefore agreed as follows:

1. OBJECT :

1.1 The Seller and the Buyer herewith purchase in accordance with the specifications and quality described

in this contract (hereinafter called “Goods”)

1.2 The Specification of the goods is provided in Appendix No.2 hereto.

2. DELIVERY BASIS AND TERMS :

2.1 The Seller shall deliver the goods under CIF Term.

2.2 Loading Port : Dar Es Salaam Port, Tanzania.

2.3 Discharging port : .....Incheon Port/ South Korea

2.4 Origin : Ghana

3. QUANTITY OF GOODS :

3.1 The unit of measurement in this contract is metric tons of weight (MTW).

3.2 The total quantity to be delivered : 500metric tons as trial and first shipment per month for 12

months ,2th month to 12 month 1,000MT per month.

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3.3 The quantity and quality of goods will be re-confirmed from a certificate issued by the independent

international survey company in ...................................... port/ South Korea unloading port by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE apart from Alfred Knight/ SGS or other accredited independent inspection agency, at LOADING port in Dar Es Salaam Port, Tanzania on Seller’s expenses. The survey reports by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE in destination port shall be binding on both Parties.

3.4 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of

+/-0.2% shall be allowed against Bill of Lading weight. In case short/over weight exceeds +/-0.2% the Seller/Buyer shall compensate Buyer/Seller for the amount excluding the franchise on the basis of contracted price.

4. QUALITY OF GOODS :

4.1 The product subject of this contract is Copper Cathodes (Electrolytic Copper Grade A) LME standards

at a Cu purity of 99.99-99,96% min, as more fully described hereafter at specification attached.

* After SGS/OTHER ACCREDITED INDEPENDENT INSPECTION at destination port, the CU

purity below 99.96%, the entire consignment shall be rejected by the Buyer.

4.2 The goods shall conform to specification in appendix No.2 hereto.

4.3 The quality of the goods will be re-confirmed at port of unloading in ...................................... port/

South Korea by certificates issued by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE apart from the survey company of Alfred Knight, SGS or equivalent independent inspection agency at the loading port in Dar Es Salaam Port, Tanzania. The survey reports issued by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE ...................................... port/ South Korea which shall be binding on both parties in all respects, including but not limited to the replacement of faulty goods paid for by the Seller.

4.4 The inspection fees in ...................................... port/ South Korea for both Quality and Quantity shall

be borne by Seller.

5. PRICE AND TOTAL AMOUNT OF THE CONTRACT :

5.1 The Total amount of this Contract is about LME - %9

5.2 The document Letter of Credit amount LME - %9 per Metric tons.

5.3 The price of copper cathodes 99.99-99,96% min. agreed upon MT for CIF ASWP based on the day

when SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE conducting the survey.

6. DELIVERY ACCEPTANCE OF GOODS :

6.1 Delivery and acceptance of the goods is executed in accordance with the instrument of the present

contract and specifications as stipulated in Appendix No.1.

6.2 The quality of the goods delivered under the present contract is indicated in the certificate of Quality

issued by the International independent Laboratory at the loading port, subject to re-confirmation by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE at ...................................... port/ South Korea UNLOADING port.

6.3 The quantity of the goods delivered by the Seller and accepted by the Buyer is determined as the

quantity indicated in the Bill of Lading and in accordance with the methods and standards accepted at the loading port, subject to re-confirmation by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE at UNLOADING port for each shipment.

6.4 The quantity stated in the Bill of Lading, is to be considered final and binding upon both parties,

subject to Re-Confirmation by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE at UNLOADING port for each shipment.

6.5 Payment for the inspection at the loading port shall be effected at the expense of the Seller.

6.6 Date of delivery of the Goods is the date of issue of the Bill of lading.

6.7 The quality and quantity of the goods stated in the Bill of Lading, and/or WR (Where permitted) shall

be conclusive evidence of the quality and quantity of the goods delivered, subject to re-confirmation by SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE at UNLOADING port for each shipment.

7. DELIVERY TERMS AND PARTIES OBLIGATIONS :

7.1 The Seller shall deliver the total quantity of 500 MT +/- 5 % per month for 12 months ,2th month to 12

month 1,000MT per month.

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7.2 The Seller shall start the delivery of the consignment within 7 Banking/working days upon signing the

Contract and upon receipt of the Non-Operative Letter of Credit which will be Irrevocable, unconditional and transferable. issued through Buyer’s Prime Bank in accordance with the procedures and Terms in Appendix No.2 hereto.

7.3 All provisions included in the delivery of the Goods will be observed by both Buyer and Seller and

breaches in the provisions will be subject to penalties as per provisions under clauses 13.0 and 14.0 herein.

8. EXPORT AND IMPORT LICENCES :

8.1 The Seller will take care of and bear all the expenses connected with obtaining the necessary license

for the exportation of the Goods under the present contract.

8.2 The Buyer will be responsible for the import licenses if required.

9. PAYMENT TERMS, CONDITIONS AND PERFORMANCE BOND :

9.1 After signing of the contract by buyer and seller and after visual inspection the Goods and

documentation Buyer bank issue via swift Irrevocable, non transferable Non-operative LC.

9.2 BG payment within 5 banking days after SGS inspection at discharging port.

9.3 The DLC is payable within 4 (Four) banking days immediately after the presenting shipping

documents to the buyer bank & on successful completion of buyer’s reconfirmation of Quality & Quantity of goods by SGS or any other Internationally recognized & reputed agencies at the Buyer’s destination port and Buyer’s bank’s approval of negotiation or collection by SWIFT to the Seller.

10. DOCUMENTS REQUIRED FOR PAYMENT :

10.1 The Seller shall provide with the consignment a full set (3/3) clean on Board Ocean Bill of Lading

from Dar Es Salaam Port, Tanzania to ...................................... port/ South Korea (third party Bill of Lading to be accepted).

10.2 Commercial invoice issued by Seller (3/3)

10.3 Packing list 3/3.

10.4 Quality and Quantity certificates issued by Alfred Knight/SGS at loading port.

10.5 Quality and Quantity Certificates issued by Buraeu Veritas and / or SGS/OTHER ACCREDITED

INDEPENDENT INSPECTION INSTITUTE at unloading Port in ...................................... port/ South Korea.

10.6 Certificate of Change of Ownership if any.

10.7 Certificate of Origin issued by the Tanzania Government

10.8 Export Permit certificate from the country of origin.

10.9 Insurance policy ：All Risk cover at 110% of the cargo value. Buyer will be provide.

10.10. Copy of cable or Fax sent to the Buyer within fourty eight (48) hours after loading of the

product ended, advising of particulars of shipment including: name of commodity, quantity, weight, value, name of carrying vessel, B/L number, number of contract, date of shipment, date of vessel’s departure, ETA destination.

10.11 Certificate of Non Contamination, No explosive of toxic acids,No wood issued by SGS/OTHER

ACCREDITED INDEPENDENT INSPECTION INSTITUTE and / or Buraeu Veritas.

10.12 One set of Non-negotiable documents must be sent within three days of shipment to Applicant by

Fax/by courier and copy of such Fax/courier receipt must accompany documents

11. PACKING, MARKING, FORWARDING :

11.1 The goods shall be packed in a way that guarantees the safety of the Copper Cathodes during

transportation; Seller shall send the Copper Cathodes packed by the Manufacturer according to

Manufacturer’s specifications in aluminum pallets in bundles of 2 M/T each. Wooden pallets are not

acceptable.

11.2 Each package shall contain the following information:

? Contract Number

? Consignee Details

? Number of a Bundle

? Weight Gross

? Weight Net

12. FORCE MAJEURE :

12.1 Both sides in this contract will be exonerated from their obligated in `case of Force Majeure event.

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12.2 Force Majeure is understood as per provisions under ICC100 and means any event such as fire,

explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring after the conclusion of this contract and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract.

12.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event

must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the parties’ exoneration from contractual obligations under Force Majeure event makes such notice impossible.

12.4 The performance of either party’s obligation will be such a case postponed with the period of the

existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.

12.5 Should the delay caused by a Force Majeure event last than 1 (one) month the sides will attempt to

agree measure to allow contract to continue. Should such an agreement not to be reach within 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.

12.6 The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered

under documents is section 10 Bill of Lading.

13. SELLER LIABILITY :

13.1 Goods shall be considered in “Full Quantity” as per delivery schedule. “Date of Delivery” shall be the

date on the Bill of Lading.

13.2 Any sums for which the Seller are liable as penalties for which no provision are made in this contract

are made against invoice issued by the damaged side and by bank transfer within maximum 10(ten) days as from submitted invoice date.

14. BUYER LIABILITY :

14.1 Any sums which the Buyer are liable as penalties for which no provisions are made in this contract are

made against invoice issued by the Seller and by bank transfer within maximum 10(ten) banking days as from the submitted invoice date.

15. LAW AND ARBITRATION :

15.1 The contract is subject to International Law, ICC rules which are to be observed under existing CIGS

guidelines and International Law will supercede over ICC if in conflict.

15.2 The Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other

requiring any dispute to be settled within 30 (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this Contract unless breach of payment occurs by the buyer.

15.3 The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and

in accordance with the Rules and the Arbitration Act 1996. The seat of arbitration shall be UK.

16. CONTRACT TERMINATION :

16.1 Either party may terminate the contract should the other side refuse performance of a substantive

contractual obligation, but excluding refusal cause by a Force Majeure event.

16.2 Notification of termination is to occur within 30 (thirty) calendar days following non-performance of

contractual obligations.

16.3 No termination is permitted should any of the sides excuse their obligations within the stated 30 (thirty)

days from the notification date.

17. GENERAL PROVISIONS :

17.1 Amendments to the present contract shall be valid only if agreed in writing and signed by duly

authorized representative of both sides.

17.2 Correspondence in the course of administration of the contract such as but not limited to notification of

anticipated delivery date might be sent by fax, any electronic means or mail.

17.3 The language of the contract and the correspondence, notices, invoices, certificates, Bill of Lading

shall be English.

17.4 The contract comprises the present documents, Appendices and Addendums.

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17.5

17.6

17.7

17.8

17.9

18.

18.1

19.

19.1

19.2

19.3

19.4

20.

20.1

20.2

20.3

20.4

20.5

20.6 This contract supersedes all prior negotiations, representations and agreements and it is the sole agreement between the sides for sale and purchase of the goods. The liability towards the other party is limited to penalties, charges, damages and remedies expressly stated in this contract. Neither side shall raise any claim on the other for losses of use, profit or contracts, indirect and consequential loss arising under the law of the contract or tort including negligence and breach of duty. The Buyer acknowledges that the Seller is a company who has collateral business agreements with other countries in the performance of this contract including, the quantity and quality of the rate of delivery of goods, the shipment methods deployed in the performance of the contract, the financial exchange of the terms within the contract and subject to the laws of those countries at all times. Terms and conditions which have not been mentioned in the present contract are to be regulated by Incoterms-2000 and latest relevant addenda for CIF delivery. Any grammar mistakes or discrepancies, if they occur in this contract shall not be considered as contradictions. EFFECTIVE : This Contract shall come into effect when the Buyer and Seller have both initialed and signed the present document and its appendices. CONFIDENTIALITY AGREEMENT : Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law). Buyer shall not use the confidential information provided the Seller in such a way as to: a. Circumvent the Seller in the commercial dealings with any and all supplies under the contract or b. Do anything to circumvent the seller in such a way as to put seller at a commercial disadvantage with the suppliers or countries under this contract. Seller shall not use the confidential information provided by Buyer in such way as to: a. Circumvent Buyer in the commercial dealings with the consignee if introduced by the Buyer, or b. Do anything to circumvent the Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee if existing. Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract. NON CIRCUMVENTION AGREEMENT : The parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the party which made the source available. The parties shall maintain complete confidentiality regarding each other’s business sources or their identities and shall disclose such only to named parties pursuant to express written permissions of the party that made the source available. The parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any party involved in any of the transactions the parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed. The parties recognized the contract to be an exclusive and valuable contract of the respective party and they shall not enter into direct negotiations with such contracts revealed by the other party. Neither party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever. In the event of circumvention by any party whether directly or indirectly, the circumvented party shall

be entitled to legal monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing party renounces to any right that he may have to claim a reduction of this amount.

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20.7 All considerations, benefits and commissions received as a result of the contract of the parties relating

to any of the transaction will be allocated as mutually agreed to.

20.8 Buyer irrevocably binds itself to provide any and all documentation requested by seller, immediately

and without delay, in connection with the sale/purchase of the aforementioned goods.

20.9 Seller irrevocably binds itself to provide any and all documentation requested by the Buyer,

immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

21. PAYMENT/BENEFICIARY :

21.1 Banking Details :

1) Bank Name :

Bank Address :

Account holder :

Account Number :

Swift :

Bank Officers Name :

Tel/Fax :

2)

Bank Name :

Bank Address :

Company Name :

Bank Account Number(IBAN) :

SWIFT :

Tel/Fax :

The ICC 1993 revision, public 100 shall apply to this Contract as well as INCOTERMS-2000 as published by the International Chamber of Commerce.

22. CONCLUSION :

22.1 The Contract is compiled in 2 (Two) originals of 8 (Eight) pages including 2 (Two) annexes, with each

party retaining originals. Until the exchange of originals, the parties agree the signed, stamped copies of the Contract will be in full force and effect. Parties hereby confirm and accepted that the contract sent by facsimile or by email, accepted as an original.

23. INSURANCE :

23.1 To be covered by Seller from Dar Es Salaam Port, Tanzania to ...................................... port/ South

Korea .

24. SIGNATURES AND SEALS :

ACCEPTED AND AGREED WITHOUT CHANGE

IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective Date shown (written) here with signatures:

Date: 20th of March, 2010

Seller: : Buyer :

AK ENERGY SYS & SOLAR ENERGY SYS. CO.

_____________________________________ ___________________________________ MR. KURSAD KORKMAZ / MNG. ........................................................./ ............... Passport Number : Passport Number :

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1. SPECIFICATION OF COPPER CATHODE :

Product : Copper Cathodes Grade A (Electrolytic Copper Grade)

(LME standards) Standard Cu Cathode-1, purity 99.99-99,96% min

Dimension : 914mm x 914mm x 12mm (LME standards)

Net weight of each pallet : 2mts (+/- 1%)

Min. weight in each container : 20mts approx.

Gross weight of each container : 22.20mts approx.

Packing : Palletized banded by aluminum bands

2. COMPOSITION :

Copper (Cu) min% 99.96%

Other materials may be present which are described below:

Oxygen O2 --

Sulfur S 4 PPM

Iron Fe 2 PPM

Silver Ag 10 PPM

Lead Pb 0.2 PPM

Nickel Ni 0.2 PPM

Selenium Se 0.3 PPM

Antimony Sb 0.1 PPM

Silica Si 0.3 PPM

Cobalt Co 0.2 PPM

Arsenic As 0.1 PPM

Bismuth Bi 0.1 PPM

Manganese Mn 0.1 PPM

Tellurium Te 0.05 PPM

Aluminum Al 0.5 PPM

Magnesium Mg 0.4 PPM Zinc Zn 0.4 PPM

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1. Seller and Buyer sign the Sale and Purchase Contract.

2. Buyer shall arrange to issue the Irrevocable, non transferable DL/C based on the contractual

Quantity and estimated amount to the Seller as stipulated in Item No.22 in this Contract.

3. Firstly seller shall effect shipment of the contractual quantity of 500MT as trial shipment.

4. BG payment within 5 banking days after SGS inspection at discharging port.

5. Upon the arrival of the cargo at destination Port, Buyer shall immediately arrange SGS/OTHER

ACCREDITED INDEPENDENT INSPECTION INSTITUTE inspection of both quality and quantity of the copper cathodes within 3 banking days.

6. Based on SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE

destination port inspection certificates issued within 5 banking days, Seller shall use the

Inspection certificates issued by SGS/OTHER ACCREDITED INDEPENDENT

INSPECTION INSTITUTE to claim the payment based on the day of the completion of the SGS/OTHER ACCREDITED INDEPENDENT INSPECTION INSTITUTE survey reports of the copper cathodes at destination Port.

7. The first transaction is completed and the next shipment shall follow the same procedures.

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