Abc Trading Co., Ltd

1．A SALES NOTE

ABC TRADING CO., LTD P.O.BOX 50,8KANEI-CHO,KITA KU, OSAKA, JAPAN SALES NOTE SALES NOTE NO.2049 DATED Feb.5, 1995 MESSRS: ABC. PRODUCT COMPANY RED WOOD CITY, CALIFORNIA, U.S.A We as seller confirm having sold you as Buyer the following goods on the terms and conditions as stated below and on the back hereof. REF. QUANTITY PARTICULARS VALUE Unit Total A.1020 abt.300 pcs. Clutch Disc Assy USD10.00 abt. USD 3,000 2500-A200,SD387 A.1022 abt.200 pcs. Clutch Cover Assy USD10.00 abt. USD 2,000 2300-210,NT201 C.I.F. San Francisco per pce. TOTA L: USD5,000 PAYMENT TEAMS: Draft at 90 days after sight under irrevocable L/C; usance interest for Seller's account INSURANCE: Seller to cover the C.I.F. price plus 10% against All Risks including War and S.R.C.C. Risks PACKING: About 10 pcs. or 5 pcs, in a carton box DESTINATION: San Francisco, California U.S.A SHIPMENT: May shipment, subject to seller's receipt of L/C by the end of March REFERENCE: PLEASE SIGN AND RETURN THE DUPLICATE

BUYER: SELLER:

(Signed)

General Terms and Conditions 1. BASIS: All business shall be transacted between the Buyer and the Seller on Principals to Principals basis. 2. PRICE: The price(s) is /are on the rate of freight and/or insurance premium prevailing at the time of contract, and any increase in the rate of freight and/or insurance premium at the time of shipment shall be borne by the Buyer. 3. QUANTITY: Unless otherwise specified, the shipment weight and/or count at the time and the place of shipping shall be final. Quantity set forth on the face hereof is subject to a variation of 5% plus or minus at the Seller's option. 4. SHIPMENT: The date of Bill of Lading shall be accepted as the conclusive date of shipment. Partial shipment and/or transshipment shall be permitted unless otherwise stated on the face hereof. 5. PAYMENT: An irrevocable letter of credit shall be established within 15 days after conclusion of any contract and such letter of credit shall be maintained at least 15 days after month of shipment for negotiation of the relative draft. If the buyer fails to provide such letter of credit for the seller as prescribed above, the seller shall have the option of reselling the contracted goods for account of the buyer or holding the goods on the buyer's account and risk. 6. INSURANCE: To be effected by the seller 10% over the invoice amount in the cases of CIF basis, unless otherwise previously instructed. 7. PATENTS, TRADE MARKS, ETC.: The seller shall be held free from any dispute regarding infringements of patent, design, trade mark of copyright in the goods contracted for. 8. INSPECTION: Unless otherwise instructed by the buyer, export inspection by...Authorities, manufacturers or the seller shall be considered as final in respect of quality and/or conditions of the contracted goods. When the buyer requires special inspection by appointment, the buyer must inform the seller of such name of inspector at the time of contract and such inspection fees shall be borne by the buyer. 9. FORCE MAJEURE: The seller shall not be responsible for non-shipment or late shipment in whole or in part due to force majeure, such as fires ,floods, earthquakes, tempests, strikes, lockouts ,and other industrial disputes; mobilizations, war, threat of war, riots, civil commotions, hostilities; blockade, requisition of vessels, prohibition of export or any other cause beyond the seller's control. In case of force majeure, the period of shipment stipulated shall be extended for a period of fourteen days. In case shipment within the extended period should still be prevented by a continuance of the above-mentioned causes or the consequences of any of them, it shall be at the buyer's option either to allow the shipment of late goods or to cancel the order by giving the seller the notice of cancellation by telegram. 10. TRADE TERMS: The trade terms used in the contract shall be governed and interpreted by the provisions of Incoterms 2000, unless otherwise specifically stated. 11. CABLE EXPENSES: Expenses relating to cabling shall be borne by the respective senders. 12. CLAIMS: Any claim by the buyer regarding the goods shipped shall be notified in writing by the buyer to the seller within ten days after receipt of the goods at the destination specified in the relative bill of lading, and no claim will be recognized if they are used. 13. ARBITRATION: All disputes, controversies, or differences which may arise between the seller and the buyer, out of or in relating to or in connection with this contract, or the breach thereof, shall be finally settled by arbitration in...... in accordance with the Commercial Arbitration Rules of the .....Commercial Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned. 14. GOVERNING LAWS: This contract shall be governed in all respects by the law of ......

2. A SALES CONTRACT CHINA X X X X IMP.& EXP. CORPORATION Add: X X X Chang An Street , Beijing, China Cabl e Add: TL: FAX:

The sellers agree to sell and the buyers agree to buy the under-mentioned goods on the terms and conditions stated below:

货物名称、规格、包装及唛头数量单价总值 Name of Commodity, Specifications, Quantity Unit price Total Amount Packing terms and Shipping Mark White Crepe de Chine U.S.$0.5 Quality as per our sample No.2113 500 pieces per yard US$85,200.00 20 pieces each in a tin-lined case CIF London 36'' X 50''yds. per pce.

Time of shipment: May, 1995

Loading Port: Qingdao, China

Port of Destination: London

Insurance: W.A. including T.P.N.D. for 10% over the invoice amount.

Terms of Payment: By confirmed, irrevocable, transferable and divisible letter of credit in favor of the seller payable at sight against presentation of shipping documents in China, with partial shipments and transshipment allowed. The covering letter of credit must reach the sellers

15 days before the contracted month of shipment and remain valid in the above loading port until the 15th day after shipment. Otherwise the sellers can reserve the right to cancel the contract without further notice and to claim against the buyers for any loss resulting therefrom.

Documents: the sellers shall present to the negotiating bank, clean on board bill of lading, invoice, quality certificate issued by the China Commodity Inspection Bureau or the

Manufacturers, Survey Report on Quantity/Weight issued by the China Commodity Inspection

Bureau, and Transferable Insurance Policy or Insurance Certificate.

Terms of Shipment: The carrying vessel shall be provided by the seller. Partial shipments and transshipment are allowed. After loadings completed, the seller shall notify the buyer by cable of the contract number, name of commodity, quality, name of the carrying vessel and date of shipment.

Quality/Quantity Discrepancy and Claim: In case the quality and/or quantity/weight are found by the buyer to be not in conformity with the contract after arrival of the goods at the port of destination, the buyer may lodge claim with the seller supported by survey report issued by an inspection organization agreed upon by both parties, with the exception, however, of those claims for which the insurance company and/or the shipment company are to be held responsible. Claim for quality discrepancy should be filed by the buyer within 30 days after arrival of the goods at the port of destination, while for quantity/weight discrepancy claim should be filed by the buyer within 15 days after arrival of the goods at the port of destination. The seller shall, within 30 days after receipt of the notification of the claim, send reply to the buyer.

Force Majeure: In case of force majeure, the seller shall not be held responsible for late delivery or non-delivery of the goods but shall notify the buyer by cable. The seller shall deliver to the buyer by registered mail, if so requested by the buyer, a certificate issued by the China Council for the Promotion of International Trade or/and competent authorities.

Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled by negotiation between two parties. If no settlement can be reached, the case in dispute shall then be submitted for arbitration in the country of defendant in accordance with the arbitration regulation of the arbitration organization of the defendant country. The decision made by the arbitration organization shall be taken as final and binding upon both parties. The arbitration expense shall be borne by the losing party unless otherwise awarded by the arbitration organization.

Remarks:

卖方：买方：

Seller: Buyer: