2009 Soft Offer

Iron Ore 64.5%

Monthly delivery 150 Kmt  x 12 to 1 Mill mt x 12  

Origin Brazil 

US$ 68 PmtFOB - US$ 89 Pmt CIF

Dear Sir:

We have the pleasure to inform you that our group have negotiated this excellent option related to Brazilian Iron Ore 64.5% in FOB and CIF Basis.

FULL CORPORATE OFFER (FCO)

DATE : 27^th Jan 2009

COMPANY : TO ORDER

ATTENTION :

SUBJECT : Iron Ore (Fe content 64,5%)

QUANTITY LIMITS FOR CONTRACT:150.000 MT to 1.000.000 MT monthly quantity does not change price.

PRICE : USD 89,00 per MT CIF ASWP/ FOB BRAZIL USD 68 per MT

1. COMMODITY

SPECIFICATIONS OF IRON ORE

In the SGS analyze this: Fe : 64.50% Rejection below: 63.0%

2. SPECIFICATIONS

CHEMICAL:

ELEMENT MIN/MAX REJECTION

Fe 64, 5% MIN 63, 5% MIN

SiO2  3, 6% MAX 4, 5% MAX

Al2O32, 23% MAX 3, 5% MAX

Man 0, 08% MAX 0, 15% MAX

LiO 0,70% MAX 0,80% MAX

P 0,015% MAX 0,027% MAX

S 0,005% MAX 0,007% MAX

Na2O 0,015% MAX 0,027% MAX

K2O 0,005% MAX 0,008% MAX

TiO20,03% MAX 0,08% MAX

CaO 0,012% MAX 0,02% MAX

MgO 0,03% MAX 0,022% MAX

Sn <0,01% MAX

Cr <0,004% MAX

Zn <0,01% MAX

Pb <0,005%

PHYSICAL:

SIZE - 0mm - 10mm 30%

3mm - 5mm 60%

5mm - 100mm 10%

3. PAYMENT: : Irrevocable, Transferable, Assignable, Unconditional Money Backed Bank Guarantee from a prime bank to covers threemonths' worth of shipment to be in place for 13.5 months.

Full payments for each consignment is by Irrevocable Revolving Documentary letter of credit (RDLC) in a top prime bank.

4. SHIPMENTS : Shipment of 150.000 minimum (+ / - 5%, seller's option) per vessel

5. DELIVERY :First shipment within 30 to 45 days after the date of an acceptable LC being activated. Subsequent shipment; this will be worked with the buyer & seller

6. LOADING PORT: Any Safe Port in Brazil

LOGISTICS :Our supplier has full capability of displacing the product (Iron-Ore / Sinter Feed) from the extraction site to the loading port

7. PACKAGING : In bulk condition

MTW: is the Natural Wet state of the Iron ore, and it is sold in its natural state crushed in Sinter feed without being washed.

8. ORIGIN : Brazil

9. Visit only after the signing of the Draft Contract. Cost of trip by Buyer.

10. We do not send official documents advance of the signature of the Draft Contract.

11. QUANTITY the provision: 43.200.000MT/year, 3,600,000 T/month.

12. CONTRACT TERM : Twelve (12) months with possible roll-overs and extensions.

13. UNIT PRICE : USD$89/MT CIF CHINA/FOB BRAZIL USD$ 68/MT

14. DELIVERY TERMS : CIF ASWP - CHINA

15. DESTINATION PORT : China.

16. PORT OF LOADING : Sepetiba.

PROCEDURES

1. Buyer Issues LOI  & BCL or ICPO + SOFT PROBE

2. Seller will issue the Contract, and send by e-mail to the Buyer, also the Draft of the Bank Guarantee;

3. Buyer Signs and Seal the contract and send back by e-mail together;

4. Seller signs and seals and sends by e-mail;

5. Said signed contracts being exchanged electronically will be deemed as original and are legally binding until hard copies are exchanged;

6. Buyer issues the Draft of Bank Guarantee (MT760) for the Seller´s bank to approve the wording;

7. Once the wording is approved, Buyer issues an operative Bank Guarantee (MT760) and RDLC by SWIFT to the Seller Indicated Bank, and copies of the Original which must be sent to the Seller email, and Seller will issue a Performance Bond for non-delivery equivalent to a 2% (Two percent) of Bank Guarantee equivalent to one month's shipment value;

8. Societe Generale de Surveillance (SGS), contract logistics, or other document of the seller will only be sent after the agreement and approval of funds.

9.Seller would facilitate and assist Buyer or Buyer's representative if there was a wish that Buyer would want to be present at the loading for the first shipments,

10. Deliveries of Goods to the Port in Brazil will commence in strict compliance with contract terms within forty five/sixty (45/60) days of receipt of an acceptable Buyer's Bank Guarantee, and schedule mutually agreed and continue as per shipping schedule;

11. Shipment commences as per contract policy and procedures regarding the terms of this soft offer.

Jan 27^th 2009

Validity until Feb. 4

IMPORTANT

The Buyer is of the understanding that any offers and/or contracts are subject to successful Seller verification of funds and the Sellers written permission to conduct a soft probe of the Buyers account.

It is also hereby stressed that the above-mentioned policies and procedures be duly binding, as

well as necessary documentation is promptly presented for all our business success.