SALES CONTRACT

SALES CONTRACT (ORIGINAL)

Contract No. Date: Signed at: Sellers: Address:

Tel: Fax: E-mail: Buyers: Address:

Tel: Fax: E-mail:

约首： This Sales Contract is made by and between the Sellers and the Buyers whereby the Sellers agree to sell and the Buyers agree to buy the under—mentioned goods according to the terms and conditions stipulated below:

Name of the commodity, Quantity Specifications, Packing term White Rice, Long-shaped 1 000 M/T Broken Grains ( max.) 25% Admixture ( max.) 0.25% Packed in gunny bags of 50 kilos each USD 200 per M/T USD200,000.00 CIF New York Say Two hundred thousand US Unit price Total Amount Dollars only. Shipment 3% more or less at Seller’s option and the price shall be calculated according to the unit price 唛头： Shipping Mark

To be designated by the Sellers / At the Sellers’ option or N/M 保险条款： Insurance

在FOB, CFR 合同下，保险条款可订为： To be covered by the Buyer. 在CIF 合同下，保险条款可订为：

Insurance to be covered by the Sellers for 110% of the invoice value against W.P.A / All Risks / War Risk including shortage in weight as per and subject to the Ocean Marine Cargo Clauses of the People’s Insurance Company of China dated Jan. 1, 1981. If other coverage or an additional insurance is required, the Buyers must have the consent of the Sellers before shipment, and the additional premium is to be borne by the Buyers. 装运条款： Shipment

Time of Shipment: during Feb./Mar. 2005 in two equal monthly lots Port of loading / shipment:

Port of destination: London. Transshipment at Hong Kong allowed. The carrying vessel shall be provided by the sellers. Partial shipment and transshipment are allowed. After loading is completed, the seller shall notify the buyers by cable of the contract number, name of commodity, name of the carrying vessel and date of shipment.

付款条件： Terms of Payment

The Buyers shall open with a bank acceptable to the Sellers an Irrevocable Sight Letter of Credit to reach the Sellers 30 days before the month of shipment, valid for negotiation in China until the 15th day after the month of shipment. (Export)

By Irrevocable Letter of Credit for 90% the total invoice value of the goods to be shipped, in favor of the Sellers, payable at the issuing bank against the Sellers’ draft at sight accompanied by the shipping documents stipulated in the Credit. The balance of 10% of the proceeds is to be paid only after the goods have been inspected and approved at the port of destination. (Import)

By confirmed, irrevocable Letter of Credit in favor of the Sellers 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, or the Sellers reserve the right to cancel the contract without further notice and to claim against the Buyers for any loss resulting there from.

To be effected by documentary draft under D / A terms.

Payment shall be made by documentary draft to be payable under D / P terms.

交货条件： Delivery Terms

Certificates of Quality, Quantity, Weight and Origin are required. The Buyers have the right to have the goods re—inspected by the Guangzhou En

try—Exit Inspection and Quarantine Bureau of the People’s Republic of China at the port for discharge. The relevant Inspection Certificates may serve as the basis of any claim to be lodged by the Buyers against the Sellers.

检验条款： Commodity Inspection

It is mutually agreed that he Certificate of Quality and Weight issued by-(e.g.: China Entry-Exit Inspection and Quarantine Bureau) / surveyor at the port of shipment shall be (taken as the basis of delivery. ) / part of the documents to be presented for negotiation under the relevant weight of the cargo. The re—inspection fee shall be borne by the Buyer. The claim with the cargo, if any, shall be lodged to the Seller within -------days after arrival of the cargo at the port of destination. 索赔条款： Discrepancy and Claim

Any claim by the Buyers regarding the cargo shall be supported by survey report issued by a surveyor approved by the Seller and lodged within 45 days after the arrival of the cargo at the port of destination. The Seller will not consider claims in respect of matters within responsibility of insurance company or shipping company.

Should the Seller fail to make delivery on time, the buyer shall agree to postpone the delivery on the condition that the Seller agrees of pay a penalty which shall be deducted by the paying bank at the time of payment. The rate of penalty is charged at 0.5% of the total value of the cargo whose delivery has been delayed for every week, odd days less than a week should be counted as a week. But the total amount of penalty shall not exceed 5% of the total value of the cargo involved in the late delivery. In case the Seller fail to make delivery 10 weeks later than the time of shipment stipulated on the contract, the Buyer shall have the righ

t to cancel the contract and the Seller shall still pay the aforesaid penalty to the Buyer without delay.

Quality / Quantity Discrepancy and Claim:

In case the quality and/or quantity / weight are found the Buyers to be not in conformity with the Contract after arrival of the goods at the port of destination, the Buyers may lodge claim with the Sellers 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 shipping company are to be held responsible. Claim for quality discrepancy should be filed by the Buyers within 30 days after arrival of the goods at the port of destination, while for quantity/weight discrepancy claim should be filed by the Buyers within 15days after arrival of the goods at port of destination. The Sellers shall, within 30 days after receipt of the notification of the claim, and reply to the Buyers.

索赔期限： Validity of Claim

The Buyers have the right to lodge claims for all losses sustained within 60 days after discharge of the goods at the port of destination. 不可抗力条款：Force Majeure

The Seller shall not be held responsible for late delivery o r non-delivery of the goods due to flood, fire, earthquake, snowstorm, drought, hailstorm, hurricane, or other events that are beyond the control of the Seller. But the Seller shall notify the Buyer by cable as soon as possible and give the Buyer a certificate by6 registered mail issued by the China Council for the Promotion of International Trade or other competent authorities.

If shipment of the contracted goods is prevented o r delayed in whole o r in part due to Force Majeure, the Sellers shall not be liable for non-shipment or late shipment of the goods under this Contract. However, the seller shall notify the Buyers by fax or telex and furnish the latter within 15 days by registered airmail with a certificate issued by the competent authorities at the place of occurrence attesting such event or events.

仲裁条款： Arbitration 规定在我国仲裁的条款：

All disputes in connection with or arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted to the China international Economic and Trade Arbitration Commission, Beijing for arbitration in accordance with its Rules of Arbitration. The arbitral award is final and binding upon both parties. The arbitration fee shall be borne by the losing party. 规定在被诉方仲裁的条款：

All disputes in connection with or arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted for arbitration. The location of arbitration shall be in the country of the domicile of the defendant. If in China, the arbitration shall be conducted by the China International Economic and Trade Arbitration. If in------, the arbitration shall be conducted by------in accordance with its arbitral rules. The arbitral award is final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration court.

规定在第三国仲裁的条款：

All disputes in connection with o r arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted to------for arbitration in accordance with its Rules of Arbitration. The arbitral award is final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration court.

适用法律： Governing Law

This contract shall be governed by the laws of the People’s Republic of China.

定金条款： Earnest money

The Buyer shall pay --% of the total value of the cargo by T/T to the Seller as the earnest money. In the case that the Buyer fulfilled the obligations in the contract, the earnest money shall be deducted by the paying bank at the time of payment. Otherwise the earnest money shall not be returned. In the case that the Seller failed to fulfill any obligation the contract, the Seller shall pay twice the earnest money to the Buyer. 其他： Others

The Buyers: The Sellers: