Yagi Bldg. 703 13-19 Fujimi-Cho, Naka-Ku Nagoya, Aichi Japan 460-0014 TEL: +81 (52) 331-5001 FAX: +81 (52) 331-5005

Soft Corporate Offer Used Rail Scrap (R50-R65) Date of Issue: February 17, 2014 Valid Until: Stock Available *WE DO NOT NEGOTIATE ON TERMS/CONDITIONS AT ALL. *AQSIQ certificate is available. *No Upfront Fee, No Advance Fee, No Transaction Code Fee, No any kind of fee.

To: End-Buyer or Buyer’s Mandate

We, Total Planner, Inc. (Seller’s Mandate), on behalf of the Seller with full corporate and legal responsibility, under penalty of perjury confirm that we are ready, willing and able to supply the following commodity as per specifications and in the quantity and for the price as specified in the Terms and condition as stated in this offer. Commodity: Length: Origin: Loading Port: Price:

Used Rail Scrap (ISRI R50-R65) 27-29 1.0m or as per Buyer’s request USA and/or South America

Commissions: Overpricing: Payment Terms:

USD2.00/mt Not Allowed. Irrevocable, Non-Transferable or Transferable, Confirmed L/C 100% at sight by Top 50 World Bank. 2% PB after Non-Operative or Operative L/C

Performance Bond: Delivery Term: Lead Time: Specifications:

Miami, Florida, USA

5,000mt/mo x 12months @ USD360/mt, CIF, ASWP 15,000mt/mo x 12months @USD355/mt, CIF, ASWP 30,000mt/mo x 12months @USD350/mt, CIF, ASWP *Cutting Cost is included

CIF, ASWP, INCOTERMS 2000 or Latest

Within 25-30 days after payment is accepted

R-50 (51.57KG/m GOST 7173-75) R65 (64.72KG/m GOST 8165-75) ISRI CODE 27-29 1/3

Yagi Bldg. 703 13-19 Fujimi-Cho, Naka-Ku Nagoya, Aichi Japan 460-0014 TEL: +81 (52) 331-5001 FAX: +81 (52) 331-5005

Length: Packing: Inspection: AQSIQ: Contract Period: POP: Yard Visit:

-No heavy rust. The Used Rail Tracks are clean without slag, dross, trash, wood, plastic, alloy, prohibited goods. -Non-Metal impurities total 1% or less. -No radiation.

All Used Rails will be 1 meter. 6-12 meter length is also available upon request. (Cutting Fee is included.) In Bulk only. Maximum of 5mt per bundle. SGS. Seller’s expense at the loading port. Available 12 months with rolls and extensions. (NO SPOT) After receiving Non-Operative or Operative L/C. Allowed only after receiving/verifying L/C.

PROCEDURES: NON-NEGOTIABLE 1. Buyer issues ICPO with Full Banking Details and permission for Soft Probe. It must contain Seller’s terms and conditions. NCNDA/IMFPA should accompany if necessary. 2. Seller issues Contract draft. If agreed by Buyer, Seller will issue and sends the Final Contract via email. Buyer returns Final Contact signed and sealed to the Seller through email with port of discharge displayed in the document. Both parties lodge the Contract with their respective banks. 3. Buyer issues Irrevocable, Non-Operative (or Operative), Non-Transferable (or Transferable), Confirmed L/C to Seller’s bank through SWIFT MT700. 4. Upon L/C confirmation, Seller issues 2% PB and send POP to Buyer’s bank. 5. Seller nominates vessel, loads, and at Buyer’s choice, sends an invitation letter to the Buyer to attend the SGS inspection and loading at the loading port, Miami, Florida. 6. Seller transfers 100% of ownership of the goods (Freight Prepaid, 110% insurance of the CIF value of the goods) to the Buyer. 7. Payment for the product is released to the Seller’s nominated bank once goods are loaded and shipping documents submitted by the Seller to the Buyer’s bank. [NOTE] 1. Port of loading is Miami, Florida. Origin is the USA and/or South America. Regardless of Origin, goods are stored and shipped from Miami. 2. Buyer will always get the letter of invitation to visit port to witness SGS inspection and loading of goods. Seller transfers 100% of ownership of the goods to the Buyer (Freight and 110% Insurance of the CIF value of the goods, Prepaid). 3. Seller’s company is conglomerate formed by diverse companies dealing with scrap metal

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Yagi Bldg. 703 13-19 Fujimi-Cho, Naka-Ku Nagoya, Aichi Japan 460-0014 TEL: +81 (52) 331-5001 FAX: +81 (52) 331-5005 goods. Headquarter is outside the US and it has branches in different part of the world The one in the USA is an American company, operating with Americans with serve as managers and workers and specializes in Used Rails. 4. The Buyer is allowed to issue Non-Transferable L/C which means nothing can happen until the Seller issues 2% PB to Buyer’s bank to activate it. The Seller will soon follow the PB with the POP to Buyer’s bank. Afterwards, a letter of invitation to Miami is sent to witness SGS inspection and loading. Once goods are properly and completely loaded, then payment is expected in exchange of the shipping documents. If after the first trial transaction takes place, the Buyer is not satisfied, this business relationship stops at this point. 2% PB will more than cover the cost to open and issue the L/C and cover the costs incurred to travel to Miami. If the Buyer follows the Seller’s Terms and Conditions/Procedures in a timely manner, the Buyer will be completely satisfied with the results. 5. The Seller concentrates everything in Miami to avoid strips to small yards all over and also to prevent problems at departure in South American ports which are very common. This way, there is absolutely no problem departing from Miami. 6. No upfront PB. No upfront POP. No pictures from Seller. No upfront cash. No advance payment from Buyer. 7. Please make certain you are aware of the terms and procedures before submitting the ICPO and NCNDA. 8. Genuine Buyer only. No broker-chain. 9. We don’t negotiate the terms. Kindly issue your ICPO upon acceptance of the above terms and procedures. Respectfully,

Shin Mitsuda, President Total Planner, Inc./Seller’s Mandate

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