SUPPLY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS: This Agreement entered into by and between: RUREX FABRICATION & TRADING CO., INC. a corporation duly registered and existing under the laws of the Republic of the Philippines, having its main office address at 238 M. Santos Street Barangay Santolan, Malabon City, and represented by its VP-Finance, MR. LYNDON EDWARD L. CAYCO, (herein referred to as the SUPPLIER ; -andMIS MARITIME CORPORATION, a corporation duly registered and existing under the laws of the Republic of the Philippines, with office address at the HERRERA ST., MAKATI CITY, Philippines, and represented by its VP-Operation, Mr. Armando A. Cabalida, (herein referred to as the CUSTOMER ); WITNESSETH THAT: WHEREAS, the CUSTOMER realizes the necessity to secure needed brand new Turbocharger parts (the Product) under the most reasonable terms and conditions; WHEREAS, the SUPPLIER represents and warrants that it is a reliable supplier of brand new turbocharger parts; NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

I.OBJECTIVES AND UNDERTAKINGS 1. The main objectives of the agreement are as follows: -Continuous and reliable supply of various brand new turbocharger parts as and when required by the end-users. -Reduce the CUSTOMERS inventory to a minimal level. -Reduce administration activity. 2. SUPPLIER shall maintain adequate stock of all the items that are covered by the Product list as detailed in Appendix A of this Agreement (the Turbocharger parts list).

II. PRICING 1. The prices shall be based on the Domestic Price List prevailing at the time this Agreement takes effect. All prices are exclusive of Value Added Tax. The said prices shall be fixed for a minimum of two (2) years from the date of effectivity of this Agreement. Any changes in import duty, value added tax or any other taxes that may be imposed affecting the Product shall be for the account of the SUPPLIER. III. COVERAGE 1. This Agreement shall cover only the brand new Turbocharger requirements specified in the turbocharger parts list. IV.ORDER AND DELIVERY 1. SUPPLIER shall, at its own expense, deliver to the CUSTOMERS located at _________________________________ any requirements of the Product as detailed in the Product List (Appendix A) within 1 week from receipt of order by telephone, fax or e-mail, including weekends and holidays. The order shall be confirmed by a Purchase Order (P.O) and supplier to provide certificate of origin or whatsoever papers to prove that the spare parts delivered are brand new and original for every delivery. All deliveries made by the SUPPLIER must be covered by are official Delivery Receipt and Sales Invoice. V. REPRESENTATIONS AND WARRANTIES 1. (a) The SUPPLIER hereby represents and warrants to the CUSTOMER, as follows: The SUPPLIER is a corporation duly organized, validly existing and in good standing under the laws of the Republic of the Philippines and has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. All the necessary corporate or legal actions for the execution, delivery and performance of this Agreement and the sale of the Product to the CUSTOMER as contemplated hereunder have been duly taken and this Agreement constitutes the legal, valid and binding obligations of the SUPPLIER, enforceable against it in accordance with the terms hereof. No consents or approvals are required to be obtained from, or filings or registrations made with, any governmental body or agency, or any other third party for the due execution and performance by the SUPPLIER of this Agreement. The execution, delivery and performance by the SUPPLIER of this Agreement do not and will not: (i) violate in any respect any provision of, or result in the breach

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(b)

(c)

of, or constitute a default under [1] the organization documents of the SUPPLIER, [2] any agreement, contract, undertaking or instrument to which the SUPPLIER is a party or which is binding upon the SUPPLIER or any of its properties or assets: or (ii)constitute a violation of any statute, rule or regulations, order or judgment or decree of any court, administrative body or authority applicable to the SUPPLIER. (d) The sale and use of the Product shall not infringe any Philippine or foreign patent, trademark, trade name or copyright nor violate any exclusive distributorship agreements covering the Product. The SUPPLIER undertakes to indemnify the CUSTOMER and hold it free and harmless for or against all damages, judgments, decrees, costs and expenses resulting from any alleged infringement or violation as aforementioned, and to defend, upon request of the CUSTOMER, at SUPPLIERS own expense, any action which may be brought by or against the CUSTOMER or its assigns under any claim of patent, trademark, trade name or copyright infringement in the use or sale of the Product or breach or violation of distributorship agreements covering the Product. Upon delivery and acceptance of the CUSTOMER, the SUPPLIER will convey to the CUSTOMER good and valid title to the Product, free and clear of any liens, claims, encumbrances, security interests, charges and assessments whatsoever. The SUPPLIER shall not, without the prior written consent of the CUSTOMER, subcontract the performance of any part or parts of this Agreement, provided, that any such consent, if given, shall not relieve the SUPPLIER from any of its obligations or liabilities under this Agreement. No representation or warranty of the SUPPLIER herein contain or will contain any untrue statement of a material fact or omit or will omit to state a material fact necessary in order to make the statements of fact contained herein not misleading. The SUPPLIER shall hold the CUSTOMER free and harmless from any and all liability or damage that may be incurred as a result of any breach of the foregoing representations and warranties.

(e)

(i)

(g)

(h)

VI. CREDIT TERMS 1. Credit terms shall be 30 (thirty) days from receipt by the CUSTOMER of the SUPPLIERS invoice confirming the deliveries of the Products, which have been accepted by the CUSTOMER. In the event that the CUSTOMER disputes the delivery, amount of withdrawals, sales invoice or the quality of the Product/s delivered, the credit term shall not run and the CUSTOMER shall not be obligated to pay the SUPPLIER until such time that the matter is resolved to the satisfaction of the CUSTOMER. Any payment by the CUSTOMER shall not be construed as a waiver of its rights to dispute an erroneous billing or to claim against defective or inferior Products.

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VII. WARRANTY 1. The Turbocharger products supplied by the SUPPLIER are guaranteed brand new shall conform to the manufacturer standards and specifications with respect to both material and workmanship. Any product that is found to be defective by the CUSTOMER shall, at the sole option of the CUSTOMER, be immediately replaced by or returned to the SUPPLIER, at the option of the CUSTOMER. VIII. PERIOD OF AGREEMENT 1. This Agreement shall be for a term of two (2) years, effective from _______________ until _______________, unless sooner terminated in accordance with the provisions of this Contract. This Contract may be terminated by the CUSTOMER, with or without cause, at any time, Provided that a notice of termination is given in writing at least one (1) month prior to the actual date of termination. IX. TERMINATION OF CONTRACT 1. This Agreement may be terminated by either party, with cause, at any time, provided that a notice of termination is given in writing at least one (1) month prior to the actual date of termination. Notwithstanding the termination of this Contract, neither party hereto shall be relieved of any obligations already incurred as of the date of termination, nor shall the parties be relieved of any liability to the other party for breach of this Contract. This Contract is automatically extended upon agreement of both parties. X. NOTICES All notices called for by the terms of this Contract shall be effective only at the time of receipt thereof and only when received by the office to which they are addressed at as indicated below. Notice to the Supplier: RUREX FABRICATION & TRADING CO, INC. 238 M. Santos Street Barangay Santolan Malabon City Attn: Mr. Lyndon L. Cayco VP- Finance Notice to the CUSTOMER: MIS MARITIME CORPORATION Herrera St., Makati City

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Attn: Mr. Armando A. Cabalida VP- Operation

IN WITNESS WHEREOF, the parties have hereunto set their hands on such dates and places as indicated below.

RUREX FABRICATION & TRADING CO, INC. (Supplier) By:

MIS MARITIME CORPORATION (Customer) By:

Lyndon L. Cayco
VP-FINANCE Date: _________________________ Place: _________________________

Armando A. Cabalida
VP- OPERATION Date: _______________________ Place: ______________________

SIGNED IN THE PRESENCE OF:

_______________________________

________________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES] MAKATI CITY, METRO MANILA] S.S

BEFORE ME, a Notary Public for and in the City of ____________________________ this___________ day of _______________, personally appeared the following persons:

NAMES DATE/PLACE ISSUED

COM. TAX CERT/PASSPORT NO.

Known to me and to me known to be the same person who executed the foregoing instrument and he acknowledged to me that the same is his free and voluntary act and deed, as well as that of the corporation herein represented.

WITHNESS MY HAND AND SEAL on the date and place first above written.

Doc. No.______; Page No.______; Book No.______; Series of 2008.

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES] ] S.S

BEFORE ME, a Notary Public for and in the City of ___________________________________ this_________ day of ___________, personally appeared the following persons:

NAMES

COM. TAX CERT/PASSPORT NO.

DATE/PLACE ISSUED

LYNDON L. CAYCO (In his capacity as VP-FINANCE Of RUREX FABRICATION & TRADING CO, INC.)

Known to me and to me known to be the same person who executed the foregoing instrument and he acknowledged to me that the same is her free and voluntary act and deed, as well as that of the corporation herein represented.

WITHNESS MY HAND AND SEAL on the date and place first above written.

Doc. No. ____________; Page No. ____________; Book No. ____________; Series of 2008