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SALES CONTRACT

No.:
Date: 28^th November 2005

Between:

Seller:

– Address:

– Tel:

– Fax:

Represented by Mr.
(Hereinafter called to as the Seller)

And

Buyer: INTERNATIONAL INVESTMENT – Trading and FINANCe JOINT STOCK COMPANY

– Address: R. 504, 17T5 Building – Trung Hoa Nhan Chinh – Thanh Xuan Dist – Hanoi – Viet Nam

– Tel: 84-4-2512412/2512413

– Fax: 84-4-2511340

Represented by: Mr. Nguyen Hoa Binh – General Director

(Hereinafter called to as the Buyer)

It is hereby agreed to between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the following material within the following mentioned terms and conditions:

ARTICLE 1: COMMODITY, QUALITY AND QUANTITY

1.1 Commodity: Car Scrap for heavy melting

1.2 Origin of the commodity: Japan

1.3 Quality:

– The Car Scrap must be pressed in block, free from toxic chemical, radioactive materials, inflammables, explosives, organic matters originated from animals or plants with danger of epidemic diseases and medical waste.

– The Car Scrap shall totally be free from bombs, arms, ammunitions, torpedoes, mines, shells, cartridges, seal containers or tanks or envelops, gas cylinder, explosive shells or explosive material in any form.

– The Car Scrap should be clean, free from admixtures such as slag, dross, trash, lubricant, grease, rubber, plastic, oil parts, alloy, asphalt, wood, chemical and other impurity and non-metals.

1.4 Quantity: 500MT +/- 5% per month (one shipment)

– Total quantity: 500MT +/- 5% x 12 months = 6,000MT.

1.5 Packing: Bulk in ocean containers of 40″

ARTICLE 2: Delivery Periods and PRICE

2.1 Delivery Periods: Twelve months

2.2 Per shipment: 500 MT (+/-5% at the Seller’s option)

2.3 Unit price: USD 97.00/MT FOB Main Port of Japan with container lift facility (Incoterms 2000)

2.4 Shipment amount: USD – 48,500.00 (+/-5%)

– Say: U.S. Dollars fourty eight thousand five hundred only (plus and minus five percent).

– The above price must be understood as FOB Main port of Japan (Incoterms 2000).

2.5 Invoicing: Based on actual net weight of each shipment certified by SGS upon the inspection at loading port.

ARTICLE 3: PAYMENT

By an irrevocable transferable letter of credit issued by a Vietnam bank, advised through seller’s Bank as follows:

– BANK NAME: BANK ADDRESS:.

– BANK SWIFT:

Payable at sight for 100% of invoice against the following documents:

– Full set (3/3) of originals clean “shipped on board” Bill of Lading, made out to order of the L/C issuing bank and notify the applicant.

– 3/3 originals of commercial invoice based on net weight certified by SGS inspection at loading port.

– 3/3 originals detailed packing list showing total number of containers, total net weight and total gross weight of each container with container’s number and total net weight and total gross weight of the shipment.

– Original signed Certificate of Quality and Quantity issued by SGS inspection at loading port.

– Original Certificate of Origin issued by the Chamber of commerce of Japan.

– DHL’s receipt evidencing that one set of non-negotiable shipping documents has been sent directly to the Buyer by express courier within 48 Hours after B/L date.

– Certificate issued by the Authority organization confirming that the subject shipped contains no radioactive material, bombs, explosive or hazardous material for steel melting.

Instruction for the LC:

– All banking charges out side Vietnam are for Seller’s account, in side Vietnam are for Buyer’s account. Charges for amendment, if any, are for the account of party who requests.

– L/C will be opened before each shipment and must allow +/-5% on quantity/amount.

– Third party document acceptable except Invoice and Draft.

– Documents to be presented within 21 days after B/L but within the validity of the L/C.

– L/C to be subject to Uniform Customs and Practice for Documentary Credits, 1993 revision, ICC publication No. 500.

ARTICLE 4: SHIPMENT AND DELIVERY

4.1 First shipment not latter than the date of ……. 2005

4.2 Final shipment not latter than the date of ….. 2006

4.2 Loading port: Main Port of Japan

4.3 Discharge port: Haiphong port, Vietnam

4.4 Partial shipment: Not allowed.

4.5 Transshipment: Allowed.

ARTICLE 5: CARGO INSPECTION AND CLAIM

– Inspection report issued by SGS/or Independent Surveyor at Loading Port is for invoicing. Inspection fee before loading is on seller’s account.

– Re-inspection at unloading port by SGS or VINACONTROL is on buyer’s account and result of re-inspection at unloading port is final for claim (if any).

ARTICLE 6: INSURANCE

Insurance for the contracted goods will be covered by the Buyer. The seller should supply to the Buyer all necessary documents/information in time for arranging cargo insurance.

ARTICLE 7: SELLER/ BUYER’S OBLIGATION

Performance Bond:

– The performance bond of 2% to be issued by the seller’s Bank to the buyer’s Bank within 03 days from the date of non-operative L/C to make the L/C become operative after which the said L/C will be considered null and void.

– The Seller and Buyer are responsible to arrange all necessary licenses in their territory.

ARTICLE 8: FORCE MAJEURE

– The force majeur (exemption) clause of the International Chamber of Commerce (ICC publication No:421) is hereby incorporated in this contract.

– Either party shall within 24 hours give notice to the other party of any force majeure event effecting its obligations under this contract along with documentary evidence issued by the Chamber of Commerce at the place where the incidence occurred or by the competent authority connected with the cause…

– Should the effect of force majeure continue for more than 30 consecutive days, both parties have a right to cancel this contract.

ARTICLE 9: ARBITRATION

In case of dispute and if the contracting parties cannot reach an amicable settlement of any claim concerning this contract, the case will be transferred to the Singapore International Arbitration Center (SIAC) in accordance with Singapore law under ICC rules of arbitration… The decision taken by this arbitration will be final. All fees and expenses incurred from this arbitration shall be borne by the losing party.

ARTICLE 10: ADDITIONAL CONDITIONS

– This contract comes into effect since the date of signing and both parties undertake to execute strictly all the terms and conditions. All previous agreements shall become null and void.

– Any changes or amendments to this contract shall be made in writing and subject to prior approval from both parties.

– Singapore law is applicable for this contract. The Incoterms 2000 edition is applicable as terms of delivery.

– This contract is made in English language in 04 originals, two of which are retained by each party.

– Signing via fax is acceptable.

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