SALES CONTRACT

[                    ], as Seller, hereby confirms having sold to [                    ] as Buyer, the following goods by this sales contract made on the above date and on the terms and conditions hereinafter set forth.

	ITEM NO.	COMMODITY & SPECIFICATION	QUANTITY	UNIT PRICE	AMOUNT
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TOTAL AMOUNT

□ Time of Shipment : [DATE     MONTH     YEAR]

□ Port of Shipment : [                                          ]

□ Port of Destination : [                                       ]

□ Payment

◎	AT SIGHT L/C	By an irrevocable letter of credit payable at sight
◎	USANCE	By an irrevocable, confirmed and unconditional letter of credit
◎	DP	By documents against payment
◎	DA	By bill(s) of exchange drawn on Buyer due [60] days from B/L date
◎	DD	By a D/D(Demand Draft) within [10] days after the date of B/L
◎	TT	By a T/T(Telegraph Transfer) within [10] days after the date of B/L
◎	MT	By a M/T(Mail Transfer) within [10] days after the date of B/L

□ Insurance : Seller to cover the [  CIF  ] price plus [          ]% against Al Risking War and SRCC Risks

□ Packing : [  Export standard packing  ]

□ Marking : [                                  ]

□ Special Terms & Conditions :

□ This Contract is subject to the general and conditions set forth on back hereof :

Seller                                               Buyer

By         [                                           ]        [                                           ]

Address [                                           ]        [                                           ]

Title       [                                           ]        [                                           ]

Name     [                                           ]        [                                           ]

<GENERAL TERMS AND CONDITIONS>

Article 1. Quantity : Quantity set forth in this Contract is subject to a variation of ten [          ] percent more or less at Seller's option.

Article 2. Shipment : Date of bill of lading shall be accepted as a conclusive date of shipment. [          ] days grace in shipping shall be allowed. Partial shipment and/or transshipment shall be permitted unless otherwise stated in this Contract. Seller shall not be responsible for any delay of shipment, should Buyer fail to provide timely letter of credit in conformity with this Contract or in case the sailing of the steamer designated by Buyer be deferred beyond the prearranged date of shipment.

Article 3. Packing : Packing shall be at Seller's option. In case special instructions are necessary, Buyer should notify Seller thereof in time to enable Seller to comply with the same and all additional cost thereby incurred shall be borne by Buyer. Shipping Mark shall be made as shown in the oblong of the front page of this Contract.

Article 4. Insurance : In case of CIF or CIP basis, [          ] % of the invoice amount shall be insured, unless otherwise agreed; any additional insurance required by Buyer to be at his own expense; unless otherwise stated, insurance to be covered for marine insurance only FPA or ICC (C) Clause. Seller may, if he deems it necessary, insure against additional risks at Buyer's expense.

Article 5. Increased costs : If Seller's costs of performance are increased after the date of this Contract by reason of increased freight rates, taxes or other governmental charges or insurance rates, or if any variation in rates of exchange increases Seller's costs or reduces Seller's return, Buyer agrees to compensate Seller for such increased cost or loss of income. Further, if at any time Buyer requests shipment later than agreed and Seller agrees thereto, Seller may, upon completion of manufacture, store the Goods and charge all expenses thereby incurred to Buyer, plus reasonable storage charges when Seller stores the Goods in its own facilities.

Article 6. Payment

◎	AT SIGHT L/C

An irrevocable letter of credit, without recourse, available against Seller's sight drafts shall be established through a prime bank satisfactory to Seller within [  15  ] days after the date of this Contract and be kept valid at least [  15  ] days after the date of last shipment. The amount of such letter of credit shall be sufficient to cover the Contract amount and additional charges and/or expenses to be borne by Buyer.

◎	USANCE

For the payment of the Contract Price specified hereof the Buyer shall provide the Seller with the irrevocable, confirmed and unconditional letter of credit (hereinafter called "L/C") in the amount of USD [          ] at

[          ] months usance basis(after the date of draft issued by the Seller or bill of lading) in favor of the Seller to be opened within [          ] days from the signing date of the Contract under the agreed terms and conditions by the Seller and Buyer.

◎	DP

After shipment, the Seller shall deliver a sight bill(s) of exchange drawn on the Buyer together with the required documents to the Buyer through a bank. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange and the required documents, i.e. D/P.

◎	DA

After shipment, the Seller shall deliver bill(s) of exchange drawn on the Buyer, payable [          ] days after [          ], together with the required documents to the Buyer through a bank for acceptance. The Buyer shall accept the bill(s) of exchange immediately upon the first presentation of the bill of exchange and the required documents and shall effect the payment on the maturity date of the bill(s) of exchange.

◎	DD

The Buyer shall pay the invoice value of the goods by means of  D/D(Demand Draft) within [          ] days after the receipt of the required documents; within [          ] days after the date of the Bill of Lading.

◎	TT

The Buyer shall pay the invoice value of the goods to the Seller's account with the bank designated by the Seller by means of T/T(Telegraph Transfer) within [          ] days after the receipt of the required documents; within [          ] days after the date of the Bill of Lading.

◎	MT

The Buyer shall pay the invoice value of the goods by the Seller by means of M/T(Mail Transfer) within [          ] days after the receipt of the required documents; within [          ] days after the date of the Bill of Lading

Article 7. Inspection : The inspection of the Goods shall be done according to the export regulation of the Republic of Korea and/or by the manufacturer(s) which shall be considered as final. Should any specific inspector be designated by Buyer, all additional charges incurred thereby shall be at Buyer's account and shall be added to the invoice amount, for which the letter of credit shall be amended accordingly.

Article 8. Warranty : The Goods shall conform to the specification set forth in this

Contract and free from defects in material and workmanship for [          ] months from the date of shipment. The extent of Seller's liability under this warranty shall be limited to the repair or replacement as herein provided of any defective Goods or parts thereof. Provided, however, this warranty does not extend to any of the said Goods which have been : (a) subjected to misuse, neglect, accident or abuse, (b) improperly repaired, installed, transported, altered or modified in any way by any other party than Seller or (c) used in violation of instructions furnished by Seller. Except for the express limited warranties set forth in this article, seller makes no other warranty to buyer, express or implied, and  herby expressly disclaims any warranty of merchantability or fitness for a particular purpose. In no event shall Seller be liable to Buyer under this Contract or otherwise for any lost profits or for indirect, incidental or consequential damages for any reason.

Article 9. Claims : Any claim by Buyer of whatever nature arising under this Contract shall be made by facsimile or cable within [          ] days after arrival of the Goods at the destination specified in the bills of lading. Full particulars of such claim shall be made in writing, and forwarded by registered mail to Seller within [          ] days after such fax or cabling. Buyer must submit with particulars the inspection report sworn by a reputable surveyor acceptable to the Seller when the quality or quantity of the Goods delivered is in dispute. Failure to make such claim within such period shall constitute acceptance of shipment and agreement of Buyer that such shipment fully complies with applicable terms and conditions.

Article 10. Remedy : Buyer shall, without limitation, be in default of this Contract, if Buyer shall become insolvent, bankrupt or fail to make any payment to Seller including the establishment of the letter of credit within the due period. In the event of Buyer's default, Seller may without prior notice thereof to Buyer exercise any of the following remedies among others :

(a) terminate this Contract;

(b) terminate this Contract as to the portion of the Goods in default only and resell them and recover from Buyer the difference between the price set forth in this Contract and the price obtained upon resale, plus any incidental loss or expense; or

(c) terminate the Contract as to any unshipped balance and recover from Buyer as liquidated damages, a sum of five (5) percent of the price of the unshipped balance. Further, it is agreed that the rights and remedies herein reserved to Seller shall be cumulative and in addition to any other or further rights and remedies available at law.

Article 11. Force Majeure : Neither party shall be liable for its failure to perform its obligations hereunder if such failure is the direct result of circumstances beyond that party's reasonable control, including but not limited to, prohibition of exportation, suspension of issuance of export license or other government restriction, act of God, war, blockade, revolution, insurrection, mobilization, strike, lockout or any labor dispute, civil commotion, riot, plague or other epidemic, fire, typhoon, flood.

Article 12. Patents, Trade Marks, Designs, etc. : Buyer is to hold Seller harmless from liability for any infringement with regard to patent, trade mark, copyright, design, pattern, etc., originated or chosen by Buyer.

Article 13. Governing Law : This Contract shall be governed under the laws of Korea.

Article 14. Arbitration : Any dispute arising out of or in connection with this contract shall be finally settled by arbitration in Seoul in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board.

Article 15. Language : This Agreement may be executed in English and in other languages (including Korean). In the event of any difference or inconsistency among different versions of this Agreement, the English version shall prevail over in all respect.

Article 16. Trade Terms : All trade terms provided in the Contract shall be interpreted in accordance with the latest INCOTERMS 2000 of International Chamber of Commerce.