CONTRACT

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Purchase Contract NO.:

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ＷＩＰＰＩＶ:  ABC Corporation

C.P.O. Box 1000, Seoul, Korea

Tel NO.:  82-2-xxxx-xxxx

Fax NO.:  82-2-xxxx-xxxx

Hereinafter called the Seller

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ＦＹ］ＩＶ  :  ABC USA Corporation        C.P.O. Box 2000, NY, USA

Tel NO.:  1-xxx-xxxxxxxx

Fax NO.:  1-xxx-xxxxxxxx

Hereinafter Called the Buyer

ABC Corporation, (hereinafter referred to as the "Seller") and ABC USA Corporation (hereinafter referred to as the "Buyer") have concluded the contract on the terms and conditions set forth hereunder;

PRODUCT(GOODS)

ORIGIN

KOREA

ＨＩＰＭＺＩＶ］

The term of delivery shall be made CFR. The shipment shall be made according to the following schedule.

40 units in Dec.1999, Feb.2000, Apr.2000, Jun.2000, Aug.2000, Oct.2000, Dec.2000.

October and December 2000 shipment shall be effected after getting the reconfirmation from the BuyerUntil July 31,2000

ＴＥＧＯＭＲＫ

The Seller shall be responsible for packing all goods in accordance with export standard packing.

ＱＥＶＯＭＲＫ

To be printed as follows:

DESCRIPTION  PACKAGE NO:1-

MADE IN KOREA

ＴＥ］ＱＩＲＸ

Payment is to be effected in U$ dollars by D/A (Document against Acceptace) 90 days after B/L date in favor of Seller against the Seller's following shipping documents :

- Commercial Invoice

- Packing list   - Full set of Bills of lading or Rail waybill made out to order and blank endorsed and notify

- Certificate of Origin

- Certificate of Quality

- Limited warranty grader - earthmover tire adjustment policy

- Confirmation of TLX or FAX for shipment with full details as vessel name or railway wagon number or truck plate number, place of loading, on board date, ETA, Commodity, Quantity, and total value with 48 hours after shipment of the goods.

ＴＩＶＪＳＶＱＥＲＧＩ ＫＹＥＶＥＲＸＩＩ

The Seller shall guarantee that all the Goods are made of best quality with first class workmanship, brand new and unused and complies with the quality and specification stipulated in the warranty attached hereto as Attachment A of this Contract. In case any  defect is discovered in the Goods, the Seller shall replace or refund the payment of the Goods.

ＭＲＷＴＩＧＸＭＳＲ

Mill's Inspectioin final

ＨＹＸＭＩＷ　ＥＲＨ　ＸＥ￦ＩＷ

All permits, duties, dues, taxes, royalties and other charges of any nature on the cargo imposed or assessed by the country of discharging are for the Buyer's account.

ＪＳＶＧＩ　ＱＥＮＩＹＶＩ

Should the performance of this contract be hindered or delay by events beyond control of either party (hereinafter called force majeure) such as but not restricted to war, acts of war, civil commotion, strikes, lockouts, natural disasters, acts of God etc., such performance will be extended by 30 days.  Should the events causing the force majeure last more than 30 days, this contract will be automatically cancelled (unless otherwise agreed by both parties) without penalty to either party.

Any party invoking force majeure shall notify in writing to the other party within 48 hours of occurrence of the force majeure, together with a certificate issued by an official entity of the country affected by the force majeure giving details of the events.

ＥＶＦＭＸＶＥＸＭＳＲ

Any dispute arising under or relating to this contract, or the breach thereof, which cannot be settled amicably between the parties shall be referred to and settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The arbitration panel shall have three members. Each party shall nominate an arbitrator for confirmation by thecourt of arbitration, and the two arbitrators so appointed and confirmed shall agree on a third arbitrator within maximum 30 days after their appointment and confirmation. The arbitration shall take place in Singapore and English law shall apply.  The fees for arbitration and/or any other charges, if any, shall be borne by the losing party unless otherwise awared.

ＩＲＸＭＶＩＸ］

This agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. No modification or amendment shall be effective unless in writing and signed by a duly authorised representative of each party.

ＭＲＧＳＸＩＶＱＷ

This contract is subject to interpretation according to incoterms 1990 edition, and as amended to apply.

ＷＩＰＰＩＶ                                ＦＹ］ＩＶ

For and on behalf of                        For and on behalf of

K. S. Kim                                    Y. Y. Kim

Manager                                     General Manager

Export Department                           Purchasing Department

ABC Corporation                             ABC USA Corporation