补偿贸易协议

The undersigned representatives of Party A and Party B have agreed to conclude this Agreement according to the terms and conditions stipulated below:

modity

1）Party A undertakes to supply in one shipment a complete set of Equipment for asparagus processing line, the details of which are shown in the

attached List A.

2）Party B undertakes to compensate Party A for the contract amount by exporting in two lots 3000 cartons Canned Asparagus. Specifications are

detailed in the attached List B.

2.Price:

1)At J ￥22200000.00 per set of Equipment CFR Qingdao consisting of :

J ￥20300000.00 FOB Yokohama

J ￥950000.00 Ocean Freight

J ￥950000.00 Interest

2)At J ￥7400.00 per carton of Canned Asparagus FOB Qingdao.

3.Time of Shipment:

1)By the end of February, 20 _______(for Equipment)

2)During July and August, 20 ______(for canned Asparagus)

4.Port of Shipment

1)Yokohama, Japan (for Equipment)

2)Qing Dao, China,(for canned Asparagus)

5.Port of Destination

1)Qingdao , China(for Equipment)

2)Yokohama, Japan (for Canned Asparagus)

6.Terms of Payment: by reciprocal letters of credit

1)Party B shall, within 15 days after signing this Agreement, establish in favor

of Party A an irrevocable Banker’s Acceptance L/C in payment for the equipment, for an amount not less than J ￥22200000.00, available by draft at 180 days sight. The irrevocable L/C will be effective only after receipt by Party B of a satisfactory reciprocal L/C opened by Party A for payment of the Canned Asparagus. After receipt of the irrevocable L/C, Party A shall effect shipment of the Equipment in time, provide the required documents according to Article 7 of this Agreement together with the draft at 180 days sight, and obtain its bank’s acceptance.

2)From the date of acceptance of the draft and not later than 7 days thereafter,

Party A shall reciprocally establish in favor of Patty B an irrevocable L/C in payment for the Canned Asparagus, for an amount not less than J ￥22200000.00, available by sight draft. The stipulations of this reciprocal L/C shall be in conformity with those in this Agreement.

7.Documents: both parties shall present to the paying bank the following documents

for negotiation:

1)One set of negotiation clean on board Bill of Lading made out to order, blank

endorsed and marked:

a)“ Freight prepaid”( in the case of Equipment)

b)“ Freight to be collected”( in the case of Canned Asparagus)

2)Three copies of Invoice.

3)Three copies of Packing List.

4)Certificate of Quality issued by the Manufacturer or a competent authority.

5)Copy of the cable sent to the Buyer immediately after shipment advising the

vessel’s name, date of shipment quantity and amount involved.

8.Guarantee of Quality:

1)Party A guarantees that the Equipment is made of the best materials with first

class workmanship, brand-new and unused, and complies in all respects with the quality and specifications stipulated in this Agreement. The guaranteed period shall be 12 months counting from the date of the Bill of Lading.

2)Party B guarantees that the Canned Asparagus is up to the Chinese Export

Standard.

9.Remarks:

Party A shall dispatch an engineer to the installation site to assist the installation work and test run. Air tickets between China and Japan shall be for Party A’s account , and such expenses as for inland traffic, meals and lodging in China shall be borne by Party B.

Party A Party B

(signed) ( signed)

Signed at Qingdao this 5th day of January 20 ____