Award August 24, 2004

Freight Tender Results: OIC International Food For Progress Bulk Brown
Rice for Côte d’Ivoire

Partenaire Co. as agent for Opportunities Industrialization Centers
International (OICI), subject to the terms and conditions set forth in
freight invitation CI-FFP-04-044B, confirms the following fixture:

Invitation number 663: 6,000 metric tons of bulk brown rice to load on
the Mississippi River and discharge in the port of Abidjan, Côte

Laydays 27 September – 10 October 2004

The above cargo was booked on the following vessel:

M/V Wilson, U.S. Flag ship – multipurpose type
Owner: Sealift

Freight Rate: U.S. dollars 198.85 per metric ton, with a base rate of
$183.85 basis 1 load port/1 discharge port and $15.00/MT for Mississippi
River loading premium. For second rice load port(s), if used, $10.00/MT

Demurrage / Despatch: At load: $12,000/HD, at discharge: $5,000/HD

For additional information, contact:

Partenaire Co. (as agent for OICI)
803 West Broad Street, Suite 620
Falls Church, VA 22046
Fax: (703) 532-8181
Phone (703) 533-2225
Email: logistics@partenaire.us


Tender August 12, 2004

Freight tender CI-FFP-04-044B.

Partenaire Co. as agent for Opportunities Industrialization Centers
International (OICI), subject to the provisions of the Food for Progress
program, 7 CFR Part 1499, the Proforma NORGRAIN charter party adapted 2004, and the terms and conditions set forth below, invites firm offers of U.S. and non U.S. flag named vessels (full or part cargo basis).

1. Offers.
Offers shall be received at the below address latest by:
11:00 AM August 18, 2004 and remain valid until:
18:00 PM August 20, 2004
All times Washington DC local time.

2. Cargo.
Brown Rice in bulk.3. Quantity.
Approximately 6,000 metric tons. Contract quantity shall be on a min/max
basis. Owners should consider offering vessel (s) to carry a wider range of tonnages in order to accommodate the program needs.

3.1. Part cargo offers.
Any additional completion cargo(es) must be duly separated by natural
separations, must be compatible and non-injurious to this rice cargo, must
be detailed in the offer or approved by charterers/USDA if contracted after
fixture of the OICI FFP cargo. Vessel's itinerary and geographic proximity
of completion cargo(es) will be taken into consideration by charterers/USDA in
approval of such part cargo(es) in order not to unduly impede delivery of
the OICI FFP cargo to the discharge ports.

4. Laydays / canceling dates.
September 27 - October 10, 2004. Offers with canceling dates beyond this
canceling date will not be considered. 5Preadvice. Vessel shall give a minimum 14 days notice of ETA load port/range. The 14 day preadvice must be received by charterer's agent no later than 11:00 AM (Washington DC time) on the business day it is given. Preadvice received after 11:00 AM or on a holiday will count as received on the next business day.

6. Loading. 
Vessel shall load at 1/2 Safe Berth(s), 1/2 Safe Port(s) U.S. Port(s) USA in
charterers' option. Offerors should specify the US coastal range and/or load
port(s) which are applicable to their offer.

7. Discharging: 
Vessel shall discharge at 1/2 Safe Berth(s) Abidjan (Max LOA 210 meters, max draft 31 feet). Vessel is solely responsible for arriving at the discharge
port and berth(s) with a safe and acceptable draft and within acceptable vessel size restrictions.

8. Freight rate.
Freight rate shall be in U.S. dollars per metric ton basis 1 load port/1
discharge port. Additional freight charges must be specified for each
additional load port(s), if used. No other additional charges may be quoted
in the offer.

9. Freight payment.
Freight is payable by CCC when the vessel and cargo have arrived at the
first or sole discharge port. For complete detail of the documentation 
required for freight payment, please refer to charter party proforma clause 46 and note provisions regarding payment by electronic transfer.

10. Terms. 
Vessel Load / Free Out Discharge. 

11. Load rate.
The cargo is to be loaded according to berth terms with customary despatch at the average rate of 2,000 metric tons per weather working day of 24 consecutive hours, Sunday and Holiday excepted even if used. Saturdays per BFC Saturday clause.

11.1. LASH/Seabee barges: the load rates shall not apply.

11.2. Laytime accounts are to be settled directly between owners and
commodity supplier(s) at load port(s). Laytime calculation, overtime and trimming to be in accordance to addendum No. 1 of the North American Export Grain Association, Inc. FOB contract No. 2 (revised as of May 1, 2000) clauses 1-10 inclusive,  (hereinafter NAEGA) regardless of type of vessel. Further, the following modifications to NAEGA will apply: anywhere the word "buyer" appears, the words "shipowner" should be substituted in its place. Under no circumstances shall charterers or CCC be responsible for resolving disputes involving the calculation of laytime or the payment of demurrage or despatch between the vessel owners and the commodity supplier(s). Any/all disputes between vessel owners and the commodity supplier(s) arising out of this contract relating to the settlement of laytime issues shall be arbitrated in New York subject to the rules of the Society of Maritime Arbitrators, Inc.

12. Discharge rate.
 Discharge rates are basis weather working days, Saturdays, Sundays, Holidays Excluded even if used (WWDSATSHEX EIU), basis a minimum of 2 workable/available holds or prorata, always provided vessel can discharge at the charter party rate.

12.1. For bulkcarriers 1,000 MT per day.

12.2. For tweendeckers and liners 750 MT per day.

12.3. No discharge rate for LASH/Seabee barges.

12.4. Discharge port laytime accounts are to be settled directly between
charterer and vessel owner. Vessel owner is to prepare and submit signed
discharge port laytime statement to charterer's agent for approval within 30
days of completion of discharge. Discharge port Notice of Readiness and discharge port Statement of Facts, both signed on behalf of charterers and
vessel owner are to be presented with signed discharge port laytime 
statement. Charterers or their agents shall promptly furnish to the Director of USDA PL 480 Operations Division a copy of the signed Notice of Readiness, laytime statement and Statement of Facts at discharge port(s). Under no circumstances shall CCC be responsible for resolving disputes involving the calculation of laytime or the payment of demurrage or despatch between charterer and the vessel owner. Any/all disputes between charterer and vessel owner arising out of this contract relating to the settlement of laytime issues shall be arbitrated in New York subject to the rules of the Society of Maritime Arbitrators, Inc.

13. Demurrage / Despatch.
Laytime is non-reversible. Offers shall specify the demurrage and despatch
rates. Despatch must be half of the demurrage rate quoted.
Demurrage/despatch is applicable at load and discharge ports.

14. Offer specifications.
Only firm offers of named vessels with full particulars and which are
responsive to this IFB will be considered. This requirement applies to both
U.S. flag vessels and non-U.S. flag vessels. Offers are encouraged to provide all relevant information such as: Vessel's name, flag, owners full style, vessel type, Built date, DWAT, cubics, LOA, beam, draft, speed, hold/hatches, class, vessel gear, whether full of part cargo and if part cargo with complete details on completion cargoes and itinerary, vessel's present position, itinerary and ETA, freight, demurrage/despatch rates. Non-Vessel Operating Common Carriers (NVOCC) may not be employed to carry U.S.
or foreign flag shipments.

15. Fumigation.
Vessels must be able to be fumigated with an aluminum phosphide preparation in-transit in accordance with the USDA, FGIS Fumigation
Handbook and vessels that cannot be so fumigated will not be considered. At the final loading port, commodity supplier will arrange and pay for in-transit fumigation performed by a certified applicator in accordance with the USDA, FGIS Fumigation Handbook. Fumigation must be witnessed by FGIS, USDA and the aluminum phosphide preparation must be contained in packaging as described in the Fumigation Handbook. Dust retainers must be used. For tweendeckers and bulk carriers (including push mode ITB), the recirculation method of fumigation will be used. Tweendeck vessels will be considered provided they are acceptable for in-transit fumigation in accordance with FGIS Fumigation Handbook. Offers of such
tween-deck vessels must be accompanied by a copy of a letter from FGIS, USDA stating that the vessel can be fumigated under the FGIS in-transit
fumigation procedures. In addition, tweendeck vessels are acceptable only when a certified applicator states that the vessel has been inspected and found to be suitable for fumigation and such written statement from certified
applicator should be submitted with offer. If the cargo is found to be infested upon arrival at the discharge port by government inspectors and clean bills of lading have been issued, fumigation costs, if any, shall be for the vessel's account and time to count for U.S. and foreign flag vessels.

16. Vessel restrictions.
Tankers and towed barges are excluded. Push mode ITB units are acceptable.

16.1. vessels must be equipped with gear rated minimum 8 MT SWL able to service every hatch and suitable for clamshell discharge. Vessel gear must be able to reach over the top of the shore hoppers 6 meters in height from the quay. U.S. flag gearless vessels must provide adequate discharge equipment complying with the gear minimum requirements and able to discharge at the charter party rate without negatively impacting the quality of the rice. Vacuvators are not allowed but marine legs are allowed.

16.2. Vessels must have mechanical or hydraulic hatch covers and must be
classed highest ABS, Lloyds or equivalent.

17. Insurance. Foreign flag vessels shall not be older than 20 years. Any extra insurance on cargo incurred owing to vessel's age, type, class, flag or ownership to be for owners' account. In the case of U.S. flag vessels, such extra insurance will  be limited to the maximum obtainable in the New York market.

18. Vessel agents.
Vessel agents at load and discharge port (s) shall be appointed and paid for by ship owners. 

19. Bonds.
Charterers require ship owners or carriers to post a performance bond in the form of a certified check only, drawn on a U.S. Bank, equivalent to five (5) percent of the gross freight, in favor of Partenaire Co. The performance
bond will be held until the vessel(s) complete loading the cargo and the carrier has released clean, unclaused original bills of lading and furnished all other required documentation. The performance bond is due within five (5) working days of USDA approval of the fixture. The performance bond shall not be construed as liquidation of damages in the event of non-performance.

20. ISM Code.
Owners guarantee that this vessel complies fully with the International Safety
Management (ISM) Code, if required, and is in possession of a valid document of compliance and safety management certificate and will remain so for the entirety of her employment under this charter party. Owners are to provide charterers with satisfactory evidence of compliance if required to do so and to remain fully responsible for any and all consequences resulting directly or indirectly from any matter arising in connection with this vessel and the ISM Code.

21. Substandard vessels.
Section 408 of the Coast Guard Authorization Act of 1998, Public Law 105-383 (46 USC Par. 2302(e)), establishes effective January 1, 1999, with respect to non-US flag vessels and operators/owners, that substandard vessels and vessels operated by operators/owners of substandard vessels are prohibited from the carriage of government impelled (preference) cargoes for up to one year after such substandard determination has been published electronically. As the cargo advertised in this IFB is a government impelled (preference) cargo, offerors must warrant that vessel(s) and owners/operators are not disqualified to carry such government impelled (preference) cargo. 

(A) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel, the Owners shall procure that both the Vessel and "the Company" (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and "the Company". Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO). (ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or "the Company" to comply with the requirements of the ISPS Code or this Clause shall be for the Owners' account.

(B) Owner to specify any information required from Charterers in order to comply with ISPS at time vessel tenders pre-advice notice for this cargo. The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and any other information the Owners require to comply with the ISPS Code.

(C) Notwithstanding anything to the contrary provided in this Charter Party, any additional costs or expenses whatsoever solely arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Owners' account. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners' account.

23. Commissions.  
For vessels offered direct: 2.5% to Partenaire Co. For vessels offered through owners' broker: 2/3 of 2.5% to Partenaire Co. and 1/3 of 2.5% for broker. 

24. Terms for U.S. Flag vessels only.

24.1. Vessels offered subject to MARAD approval will not be considered. If
MARAD approval of vessel is required, same must be obtained before submission of offers. Offers of U.S. flag vessels will not be considered if the vessel operator had not provided MARAD with the vessel cost prior to submission of offer.

24.2. U.S. flag offers are deemed to accept that (1) approved freight rate
will be reduced to no higher than the MARAD fair and reasonable rate in the
event that the approved vessel (including ITB) is substituted by a lower cost
vessel and (2) for vessels loading less than a full cargo, the less than full cargo freight rate will be subject to a reduction to meet any revised MARAD
freight rate guide line due to vessel loading other additional cargo.

24.3. U.S. flag vessels over 15 years old must offer an alternative freight
rate to be applicable in the event that the vessel is either scrapped or vessel ownership transferred to another owner after discharge at destination but prior to its return to the United States.

25. General conditions.

25.1. Offers shall be submitted only by sealed letter or fax at the address
shown in section 25. U.S. and foreign flag offers shall be opened and read in public and no negotiation is permitted. Late offers and phone offers will not be accepted.

25.2. Copies of the Proforma charter party and the IFB are available at the office of the charterers' agent (address below). The IFB and Proforma charter party can also be downloaded from charterers' agent web site: http://www.partenaire.us 

25.3. Fixtures are subject to USDA and charterers approval.

25.4. Offers shall contain the name/telephone number (office/home) of the contact person. 25.5. If a fax offer begins to print before the above stated time and continues to print past the stated time, the offer will be considered to have been received on time. Offers which start to print or submitted after the deadline will not be considered.

26. Address for submitting offers.
Partenaire Co. 803 West Broad Street, Suite 620
Falls Church, VA 22046
Fax: (703) 532-8181
Phone (703) 533-2225 (For info only)