Specimen L/C (by SWIFT) TO: BANK OF CHINA, TIANJIN BRANCH DATE:12 JUNE, 2003. Sequence of Total: *27 : 1/3 Form of Doc. Credit: *40 A: IRREVOCABLE/TRANSFERABLE Doc. Credit Number: *20 : L10394 Date of Issue: *31 C: 20030612 Date and Place of Expiry: *31 D: 20030715 IN CHINA Issuing Bank: 52 A: CRITITM CREDITO ITALIANO S.P.A. LUMEZZANE ITALY Applicant: *50 : SALTMAN EST. VIA UNITE OF ITALIA，28 24 CALUSCO （BG） ITALY Beneficiary: *59 : TIANJIN GARMENTS IMPORT AND EXPORT CORP., NO. 1 YOU YI ROAD, HEXI DISTRICT, TIANJIN, CHINA Currency Code, Amount: *32 B: USD53,052.00 NOT EXEEDING: Available with/by: *41 D: ANY BANK BY NEGOTIATION Drafts at: *42 C: 60DAYS AFTER SIGHT Drawee: *42 D: ISTITUTO BANCARTO SAN PAOLO DI TORINO S.P.A. LECCO Partial Shipment: *43 P: PROHIBITED Transshipment: *43 T: PERMITTED Loading in Charge: *44 A: ANY CHINESE PORT For Transport to … : *44 B: GENOVA ITALY Latest date of Shipment: *44 C: 20030630 Description of Goods: *45 A: WATER REPELLENT JACKET AND PANT SETS, UNDER CONTRACT NO. TG2003034 (TOTAL 1,080 SETS) EACH SET PACKING IN PLASTIC BAG, 12 SETS PER CARTON. CFR GENOVA SAMPLE NO. A8004: STYLE No. MC5 20DOZS AT USD35.5/SET No. MD5 22DOZS AT USD40.5/SET SAMPLE NO. A8007: No. MC5 20DOZS AT USD50/SET No. MD5 28DOZS AT USD65/SET -----------------------------SWIFT 701------------------------------------- Sequence of Total: *27 : 2/3 Doc. Credit Number: *21 : L10394 Documents required: *46 A: 1 – COMMERCIAL INVOICE IN QUADRUPLICATE GIVING FULL DESCRIPTIONS OF EACH GARMENT AND INDICATING STYLES NUMBER 2 – CERTIFICATE OF ORIGIN IN 2 COPIES INDICATING THIS CREDIT NO. 3 – PACKING LIST IN TRIPLICATE INDICATING STYLE NO., DETAILS OF PACKING, GROSS WEIGHT, NET WEIGHT, AND DIMENSIONS OF EACH CARTON AND CERTIFYING THAT ALL WEIGHTS AND MEASUREMENTS ARE IN MEYRIC SYSTEM AND BUYER’S SAMPLES NUMBERS APPEAR ON ALL CARTONS 4― FULL SET ORIGINAL OF CLEAN ON BOARD OCEAN BILL OF LADING ISSUED TO ORDER AND MARKED FREIGHT PAID WITH NOTIFY APPLICANT INDICATING THIS L/C NUMBER EVIDENCING SHIPMENT VIA AMERICAN PRESIDENT LINE OR SEA LINE. 5 – THE COPY OF THE TELEX SENT DIRECTLY TO APPLICANT WITHIN 2 DAYS AFTER SHIPMENT INDICATING THE SHIPMENT DETAILS AS FOLLOWS: THE VESSEL NAME, VOYAGE NO.; BILL OF LADING NO. AND DATE; DESCRIPTION OF GOODS; QUANTITIES AND AMOUNT. CHARGES: *71 B: ALL BANKING CHARGES OTHER THAN OUR OWN ARE FOR BENEFICIARY’S ACCOUNT PERIOD FOR PRESENTATION: *48 : +DOCUMENTS MUST BE PRESENTED FOR NEGOTIATION WITHIN 15 DAYS FROM THE DATE OF SHIPMENT BUT NO LATER THAN THE EXPIRATION DATE. CONFIRMATION INSTRUCTIONS:*49 :WITHOUT INSTRUCTIONS TO THE PAY/ACC/NEG BANK:*78 : +A FEE OF USD75 WILL BE IMPOSED ON EACH SET OF DOC. RECEIVED BY US CONTAINING ANY DISCREPACIES UNDER THIS CREDIT. +THIS LETTER OF CREDIT IS TRANSFERABLE.WE WILL HONOR DRAFTS DRAWN BY DRAWERS IN COMPLIANCE WITH THIS CREDIT TERMS. THE NEGOTIATING BANK MUST CERTIFY ON COVER LETTER OF SAID DOCUMENTS REVERSE SIDE OF THE ORIGINAL LETTER OF CREDIT. SENDER TO RECEIVER INFORMATION: *72 : THIS CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS,1993 REVISION. ---------------------------SWIFT 701-------------------------------------- Sequence of Total: *27 : 3/3 Doc. Credit Number: *40 B: L10394 Additional Conditions: *47 A: -ALL DOCUMENTS MUST INDICATE THIS CREDIT NUMBER. -NEGOTIATION BANK MUST FORWARD ALL DOCUMENTS TO US AT OUR COUTERS LOCATED AT XXX. -IN CASE OF TRANSFER, A THROUGH BILL OF LADING IS ACCEPTABLE. -BUYER’S SAMPLE NUMBER MUST APPER ON ALL DOCUMENTS. -TRANSFERS UNDER THIS CREDIT ARE PROHIBITED TO PERSONS IN THE FOLLOWING COUNTRIES: NORTH KOREA, CUBA, LIBYA, IRAN AND IRAQ. BEST REGARDS, R07046 23233 TJBOC CN Specimen Contract: CONTRACT OF COCA-COLA SOFT DRINKS ON CONSIGNMENT Contract No. Beijing, _________2003 China National Cereals, Oils and Foodstuffs Import and Export Corporation (hereinafter referred to as Party A) and Coca-Cola Company(herein after referred to as Party B), have through friendly negotiations, agreed to sell Coca-Cola in China on Consignment basis, subject to the terms and conditions as stipulated below: Name of Commodity: Quantity:20,000 cases/cartons 15,000 cases in bottles, 5000 cartons in cans Specifications:A. Bottles:24 x 65oz Unit Price Total Value: Time of Shipment: Destinations: Insurance: Documents: Terms and Conditions: Terms of Payment: COMPENSATION TRADE CONTRACT This Contract made on ______________at _____________China, between ____________Co., with its principal office at ____________, China (hereinafter called Party A), and _____________ Corp., with its principal office at ____________, USA (hereinafter called Party) WITNESS THAT Whereas Party B has machines and equipment, which are now used in Party A’s manufacturing of ___________, and is willing to sell to Party A the machines and equipment; AND Whereas Party B agrees to buy the produces, make by Party A using the machines and equipment Party B supplies, in compensation of the price of the machines and equipment; AND Whereas Party A agrees to purchase from Party B the machines and equipment; AND Whereas Party A agree to sell to Party B the products in compensation of the price of Party B’s machines and equipment; NOW THEREFORE In consideration of the premises and convenances described hereinafter, Party A and Party B agree as follows: Purchase Arrangement Party A agrees to purchase from Party B the following commodity under the terms and conditions set out below: Commodity, Specifications and its Capability: Quantity: _________________sets Price: On FOB _________ basis. Unit Price: USD__________ Total Price: USD Payment The price of the machines and equipment shall be compensated with the products manufactured by Party A using the machines and equipment. The payment shall be effected three times equally in 3 successive years, beginning from____________ Shipment: Time of shipment: Port of loading: Port of destination: Shipping marks: Insurance: Inspection: Guarantee: Party B guarantees that the machines and equipment are unused, sophisticated and of best quality, and that the machines and equipment are capable of manufacturing the ___________of specifications with a production of _______per hour. Sales Arrangement Party A sell to party B the products in compensation of the price of the machines and equipment Party B sells to Party A. Commodity and Specification: Quantity: _________________ per year Price: The price of the products shall be set on the basis of the prevailing price in the world market at the time when shipment is made. The price shall be on CIF basis. Shipment; Shipment shall be made twice a year, in June and in December, each for the value of __________ Port of loading ________________; Port of destination:______________________ Shipping marks: Packing: To be packed in _______________ Payment: Payment shall be effected by confirmed and irrevocable letters of credit in favor of Party A, payable at sight, allowing transshipment. The letter of credit shall reach party A 15 days before the month of shipment and shall be valid for not less than 90 days. The letter of credit shall be in strict accordance with the terms and conditions of the contract. Otherwise, party B shall be held responsible for the delay in shipment and Party A may lodge claims against party B for the losses arising therefrom. All the expenses arising from the amendments shall be for Party B’s account. Insurance: to be covered by Party A for 110% of the invoice value, covering W.P.A. and War Risk. Inspection: The quality certificate issued by party A shall be regarded as final. If, on arrival of the goods at the port of destination, Party B finds the quality not up to the specification mentioned above, party B shall notify Party A within 45 days after arrival of the goods at the port of destination. Both Parties shall have consultations for a settlement of the matter in dispute. Force Majeure Party A or Party B shall not be held responsible for any failure or delay in delivery of the entire lot or a portion of the goods under the contract as a result of any force majeure accidents. Arbitration: All disputes arising in connection with this contract or in the execution thereof , should be settled amicably through negotiations. In case no settlement can be reached, the case in dispute shall then be submitted for arbitration in ___________. The decision of the arbitration shall be accepted as final and binding upon both parties. Governing Law: the laws of the People’s Republic of China shall govern the formation, interpretation and performance of the contract. Original Text: The contract is written in English, in two original, one for each party. Duration: Party A: Party B: Signatures Contract for Sino-foreign Joint Ventures Chapter 1. General Provisions In accordance with the “Law of the P.R.C. on Joint Ventures Using Chinese and Foreign investment” and other relevant Chinese laws and regulation, A and B, adhering to principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in the P.R.C. The contract hereunder is worked out. Chapter 2. Parties of the Joint Venture Article 1. ___________ Company (hereinafter referred to as Party A), registered with _________ in China, and its legal address is: Legal representation: Name: Position: Nationality: ___________ Company, (same with above) Chapter 3 Establishment of the Joint Venture Company Article 2 In accordance with the “Law of and other relevant Chinese laws and regulations, both parties of the joint venture agree to set up ______ joint venture limited liability company (hereinafter the joint venture company) Article 3. The name of the joint venture company is: The legal address of the joint venture company is at: Article 4. The laws, decrees and pertinent rules and regulations of the P.R.C shall govern all activities of the joint venture company. Article 5. The organization form of the joint venture company is a limited liability company. Each Party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The parties in proportion to their contributions of the registered capital shall share the profits, risks and losses of the joint venture company. Chapter 4. The purpose, Scope and Scale of production and Business Article 6. The purpose of the parties to the joint venture is in conformity with the wish of enhancing the economic corporation and technical exchange, to improve the product quality, develop new products, and gain competitive position in world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each investor. Chapter 5 Total Amount of investment and Registered Capital Chapter 6. Responsibilities of Each Party to the Joint Venture Chapter 7. Transfer of Technology Chapter 8. Selling of Products Chapter 9. The Board of Direction Chapter 10. Business management Office Chapter 11. Purchase of Equipment Chapter 12. Preparation and Construction Chapter 13. Labor Management Chapter 14. Taxes, Finance and Audit Chapter 15. Duration of the joint Venture Chapter 16. The Disposal of Assets After the Expiration of the Duration Chapter 17. Insurance Chapter 18. The Amendment, Alteration and Discharge of the Contract Chapter 19 Liabilities for Branch of Contract Chapter 20. Force Majeure Chapter 21. Applicable Law Chapter 22. Settlement of Disputes Chapter 23. language Chapter 24. Effectiveness of the Contract and Miscellaneous