CONTRACT OF SALE NUMBER(销售合同编号):CONTRACT DATE(合同日期)TRADING AG (“Seller”), has sold and Co., LTD (“Buyer”) China hereby agrees to purchase the following material on the following specific terms and conditions:贸易股份(“卖方”)出售，中国(“买方”)特此同意在以下特定条款和条件下购买以下材料:1. MATERIAL AND QUALITY（材料与质量）:Zinc Concentrates with typical assays as below锌精矿与典型分析如下Zn（锌） : 45 -47% Ag（银）: 68 Grs/dmtAs（砷）:0.04% Co（钴）:0.01%Cd（镉）:0.14% Cu（铜）: 0.04%Cao（氧化钙）:0.27% Co2（二氧化碳）:0.70%Fe（铁）: 10% Ge（锗）: 0.008%Hg（汞）:0.0139% K2O（氧化钾）: 0.03%Mn（锰）:0.03% MgO（氧化镁）:0.33%Ni（镍）: 0.009% Na2O（氧化钠）:0.02%Pb（铅）: 3.26% SiO2（氧化硅）: 8.5-10%S（硫）:30.0% Sb（锑）: 0.005%For the balance of its composition, the material shall b e free of constituent’s deleterious elements harmful to the smelting and refining process.2. QUANTITY（数量）:10000(ten thousand ) Dry Metric Tons, +/- 10% (plus/minus ten percent) Zinc Concentrates, in Seller’s option.10000(一万)干吨，±10%锌精矿,在卖方选项3. SHIPMENT（装运）:In containers, during July 2005, subject to Seller’s receipt of fully workable Letter of Credit opened by Buyer in favor of Seller in accordance with the provisions of Clause 7 and also subject to suitable vessel/container availability. Furthermore, no vessel nomination will be done until the fully workable Letter of Credit is in place.2005年7月通过集装箱，4. DELIVERY（交付）:The concentrates shall be delivered on the basis CIF (Incoterms 2000) CY Fangcheng/Beihai or main China Port to be declared timely by buyer.All THC and other cost at the disport for buyer’s account.货物按照CIF或港或其他中国主要港口的集装箱堆场进行交付且买方要及时知会交付地点。

所有码头操作费及其他费用由买方承担。

5. PRICE（报价）:The price of the material shall be the sum of the following payable metals:材料的价格应为以下金属的应付款项总和:5.A) Payable Metals（应付款金属）:5.A.1 Zinc（锌）:Buyer shall pay 85% (eighty five percent) of the final zinc content, subject to minimumdeduction of 8 (eight) units, at the official LME Cash Settlement quotation for Special HighGrade Zinc as published in Metal Bulletin, averaged over the Quotational Period.买方应当支付含物的85%5.A.2 No other metals shall be payable.5.B) Deductions:5.B.1 Treatment Charge (“T/C”):The Treatment Charge shall be U.S. Dollars245.00 (two hundred forty five point zero zero) per dry metric tons of material flat CIF CY Fangcheng/Beihai or Main China port.5.B.2 No other deductions shall be applicable.6. QUOTATIONAL PERIOD:6.A.1 The Quotational Period (“QP”) for zinc shall be the average of the second month following themonth of shipment (“M+2”), as evidenced by the onboard date of Bill of Lading.6.A.2 Subject to receipt of fully workable Letter of Credit, Buyer shall, prior to the last LMEtrading day before QP starts,price the total material at any time, basis QP LME price forzinc. The minimum quantity for which Buyer is allowed to fix a price each time is 500mt.6.A.3 However, if the material is not priced prior to the commencement of the QP, then the pricefor that portion shall be fixed as per 6.A.1 above.6.A.4 Furthermore any material priced prior to commencement of the contractual QP can beunpriced at anytime. All valid pricing or unpricing orders will have to be issued in writingand signed. Such pricing/unpricing orders can be carried out if Letter of Credit valuecovers the outstanding value of the material at the market price of the pricing order and theunpricing orders will be carried out only if 90% letter of Credit value covers the outstandingvalue of the material at the market price at the time of the unpricing order.6.A.5 Each time material is unpriced in accordance with Clause 6.A.4 above, Seller will beentitled to earn a Commission of Dollars 8.00 per metric ton of material unpriced or 15%of the gross unpricing profit, whichever is the greater. Seller shall remit any remainingprofit, after deducting the Commission, to Buyer within 7 banking days after finalisation ofthis Contract.6.A.6 The final price of the material shall be the weighted average of each of the prices fixed asper the above provisions after taking into account any of the material, which has beenunpriced and any over/under pricing over the QP.7. PAYMENT:7.A.1 100% payment by irrevocable documentary Letter of Credit. Buyer shall make 90%provisional payment in Dollars, net cash, either at sight or 90 days after sight againstSeller’s presentation of the following shipping documents:➢Full set 3/3 Original clean on board Ocean Bills of Lading made out to order and blank endorsed, with notify party to be advised timely by Buyer.➢Full set original certificate of insurance for 110% of the CIF material value.➢Provisional Weight certificate indicating moisture in percentage, wet metric tons and dry metric tons, issued by Seller.➢Provisional assay certificate issued by Seller.➢Certificate of origin issued by Seller.➢Provisional Invoice issued by Seller.Payment shall be secured by way of an irrevocable documentary Letter of Credit issued bya first Class Chinese bank nominated by Buyer to Seller and accepted by Seller andadvised through First class European bank to be advised by Seller.Third party Letter of Credit acceptable, Buyer shall provide with LC openingcompany's information promptly after signing of the contract.The Letter of Credit shall be opened before June 27, 2005 using pre-shipment weights,assays and prices averaged over two full calendar weeks prior to Seller’s presentation ofcalculations for purpose of opening the letter of Credit plus relevant adjustment covering110%. Such Letter of Credit shall be issued in a form and substance acceptable to Sellerand shall be payable either at sight or 90 days after onboard date of bill of lading. TheLetter of credit shall be available for negotiation and payment at the counters of any bank.All issuing bank charges are for Buyer’s account.All advising/negotiating bank charges for Seller’s account.7.A.2 The provisional payment, shall be based upon the provisional weight and assaycertificates issued by the Seller and the applicable provisional prices as known two fullcalendar weeks prior to onboard date of Bill of Lading. If Buyer has priced the materialquantity prior to presentation, the provisional price shall then reflect the tonnage priced.Should the market value exceed at any one time 95% of the Letter of Credit value, theSeller shall ask for an amendment of the Letter of Credit. If such amendment is notreceived within 3 days or if LME price increase in such a way that the market value of thedelivered goods exceed 100% of the 100% Letter of Credit value, whichever is earlier,Seller has the right but not the obligation to price the material without any further notice. Iffinal settlement in favor of Buyer, Seller shall pay the balance due to Buyer latest fiveworking days after received of final debit note.7.A.3 The Letter of Credit shall be available for drawing by Seller on the final settlement whenall details relating to final weight, price and quality are known, against presentation ofSeller’s final invoice.The final settlement shall be the value determined in accordance with the relative clauses in this contract regarding weight, assays and prices, less provisional paymentseffected.7.A.4 For deferred payment Letter of Credit, Buyer shall pay Seller finance charges, at thepublished Financial Times of London three months LIBOR (quoted on onboard date ofBill of Lading) plus 1.5%, calculated for 90 calendar days, basis 90% provisional invoiceamount. Such charges shall be allowed for in the Letter of Credit and shall be included infirst provisional drawing.7.A.5 If due date falls on a Saturday or New York banking holiday other than Monday, paymentshall be made on the preceding New York banking day. If payment due date falls on aSunday or Monday bank holiday in New York, payment to be made on the next New Yorkbanking day.。