I.Sales Agreeme nt

The agreeme nt, (is) made in Beiji ng this eighth day of August 1993 by ABC Tradi ng Co., Ltd.,

Repubic of a Chin ese Corporati on havi ng its registered office at Beiji ng, the People (here in after called

“ Seller ” ) and In ternaigpCri.Tta d j, a New York Corporati on hav ing

its registered office at New York, N.Y ., U.S.A. (hereinafter called “ Buyer ” ).

2. WITNESSETH

WHEREAS, Seller is en gaged in deali ng of (product) and desires to sell (product)to Buyer, and

WHEREAS, Buyer desires to purchase(product) from Sellers,

Now, THEREFORE, it is agreed as follows:

3. Export Con tract 卅

This Con tract is en tered into this 5 th day of August 1993 betwee n ABCa nd Tradi ng Co., Ltd.

(here in after called “ Seller ” ) who agrees to sell , and XYZ Trad ing Co.,

Ltd. (here in after called “ Buyer ” ) who agrees to buy the followi ng goods on the

follow ing terms and con diti on.

4. Non-Gover nmen tal Trad ing Agreeme nt

No. ___ This Agreeme nt was made on the _ day of _ 19_, BETWEEN_ (here in after referred

to as the Seller) as the one Side and —(here in after referred to as the Buyer) as

the one other Side.

WHEREAS, the Seller has agreed to sell and the buyer has agreed to buy _

(here in after referred to as the Goods ) the qua ntity, specificati on, and price of which are provided in

Schedule A.

IT IS HEREBY AGREED AS FOLLOWS:

5. C on tract For Joi nt-Operati on En terprise

COMPANY LTD., a compa ny duly orga ni zed un der the Law of and hav ing its

registered office at (here in after called “ Party A ”)

AND

COMPANY LTD., a compa ny duly orga ni zed un der the Law of and hav ing its

registered office at (here in after called “ Party B ”)

Party A and Party B (here in after referred to as the “ Parties ” ) agree to join tly

form a Co- operati on Ven ture Compa ny (here in after referred to as the “ CVC ) in

accordanee with “the Laws of the People' s Republic of China on Joint Ventures Using Chinese

and Foreign Investment ” and the “Regulations for the Implementation of

the Laws of the People ' s Republic of China on Joint Ventures Using Chinese and Foreign

Investment ” and other applicable laws and regulations.

6. MODEL CONTRACT

Con tract No. ________________ Date: _______ ________________________________

Seller: _________________ Signed at: _______ ____________________________________

Address: _______________ Cable Address: _____________________

Buyer: ____________________________________________________________________

Address: _______________ Cable Address: _____________________

The Seller and the Buyer have agreed to conclude the following transactions according

to the terms and con diti ons stipulated below:

1. Name of Commodity: _____________________________________________________

2. Specificatio ns: _________________________________________________________

3. Quan tity: ______________________________________________________________

4. Un it Price: _______________________________________________________________

5. Total Price: U.S.$: ________________________________________________________

6. Packi ng: _______________________________________________________________

7. Time of Shipment: __________________ days _______________ after receipt of

L/C.

8. Loadi ng Port & Desti nati on Port: From via t ____ . __ ______

9. In sura nee: ______________________________________________________________