PROCESSING CONTRACT NO.

61YS/092001

Between: CHIEN THANG GARMENT COMPANY

NO. 10 THANH CONG STR HA NOI, VET NAM
Tel: 8.312074/78. Fax : 8.312208/312278
Represented by Md. DOI THI THU THUY – General Director
Herein after called as “Party A”

And : YOUNG SHIN TRADING CO., LTD

3RD. FLOOR YOUNG SHIN BLDG. NO. 790 – 10
YOUKSAM – DONG KANGNAM- GU SEOUL KOREA
Herein after as “Party B”
The two Parties have agreed to sign this contract for processing garments in Party
A’s factories with following terms and condition:

1. OBJECT OF CONTRACT
-Party A undertakes to make garment in conformity with the requirements
specified in technical documents & counter samples approved by both parties.

- Party B undertakes to supply free of charge & completely all materials and
accessories together with the techical documents and necessary condition for garment
production and pay the cutting, making, packing & other extra charges related to
importing the materials & acc. & exporting the goods (if any) for party A.

2. COMODITY ORDER NO., QUANTITY, UNIT-PRICE & SHIPMENT TIME

- Commodity : MENS AND LADIES WEAR

- Quantity : 200.000 PCS (+,- 10%)

- Unit-price : About USD. 3.50-4.00/PC (detail see annex)

- Amount : About USD. 800.000 (detail see annex)

- Delivery date of finished garments : (See annex)

3. QUALITY :
 The quality of all fabrics & accessories should be good &in comformity with the
quality garments required. Party A will make the finished goods in comformity with
the counter samples and technical documenrs confirmed by both parties.

4. DELIVERY TERMS :

- All materials and accessories will be supplied by Party B free of charge on basic of
C. I. F HAIPHONG PORT OF HANOI AIRPORT and must be arrived at Party A’ s
warehouse at least 15 days before production time or 40 days before delivery time
together with original samples, paper pattern and technical documents,
ect….necessary for production (all documents should be in English).

- Consumption rate of fabrics and accessories is based on necessary consumption

plus 3%(ssome item of material and accessory will be decided by both parties for
wastage during production). In case, that such rate can not cover the wastage and
damages during production and/or defect parts of fabrics or accessories, party B will
send further instruction i.e either send the additional quantity or reduce the quantity of
products to be delivered. After this contract finished, all of remaining materials and
Acc. Will be transferred to the next contract or reexported.

- Right after shipping out materials and accessories party B should send a full set of
shipping documents including original invoice, packing list, B/L, C/O, together with
samples of material and accessoyies (2 sets/ each) and consumption of each item for
each style to party A by courier serVce. In order to do all import formalities quickly,
party B should fax the invoice, packing list and Bill of lading of the shipped goods
before sending documents.

- If the shipping documents are sent to party A late or documents are wrong, the
storage fee or fine(if any ) must be on party B’s account.

Party A will ship the finished garments as scheduled. If materials and accessories arrive
at party A’s warehouse later than the schedule mentioned in the annex attached, the
delivery time will be re-discussed & re-agreed basing on factual situation of party A at
that time.

Delivery time of materials and acc. : from Jan, 2001 to Jan, 2002
Delivery time the finished goods from Feb, 2001 to the March, 2002 on basic FOB
Haiphong Port or Noibai Airport.

5. PAYMENT :
By L/C to the account no. 001.1.37.0078389 at the bank foreign trade of
Vetnam(Vetcombank-Hanoi) 23 Phan Chu Trinh street, Hanoi. Vetnam before shipment
dates at least 5 days for each export consignment.

All Banking fees, commission outside Vetnam will be on party B ’s account.

6. SHIPPING DOCUMENTS :
- Within 2 days after shipping materials Party B has to send to Party A by DHL
following shipping documents:

+ B/L-original : 01 fold

+ P/L : 01 fold

+ C/O : 01 fold

+ Invoice :01 fold

- Within 5 days after shipping garments, Party A has to send to Party B’s representative
following shipping documents :

+ B/L-copy : 03 fold

+C/O&E/L :01 fold

+ P/L : 03 fold

+Invoice : 03 fold

7. INSPECTION :
Party B’s authorized representative or expert should give technical assistance while
starting and during production to solve all problems occurred during production in order
to keep production continuosly.

Upon receipt of materials and accessories, Party A will check all of them. If there is any
discrepancy in quantity or quality. Party A should notify Party B so that Party B can
settle the problem without delay.
Party A shall guarantee to keep all materials and finished goods under good conditions
from losses and damages from receiVng mat. & acc. At the port/airport until shipping
the finished goods.

Party A have to make garments in conformity with the requirements specified in

technical documents and other notes given by party B before production.

8. CLAIM, ARBITRATION :
Shortage claim of materials and accesoories with Vetnam Insurance Company’s survey
report if shortage is discovered in damaged packages and with factory’s report if shortage
discovered in original packages.

All disputes which may arise between the parties shall be settle amicably through
negotiations between the parties.

If negotiations should fail, then such disputes shall be settle by the Vetnam Internation
Arbitration Centre attached to the Chamber of commerce & Industry of S.R. Vetnam and
his award shall be final and binding upon all the parties of this contract.

The fees for arbitration and/or other charges shall be borne by the losing party, unless
otherwise agreed.

9. FORCE MAJEURE :
Neither party shall be liable to the other failure or delay in the performance of its
obligations under this contrac for the time en to the extent such failuresor delay caused by
weather, war, strikes, “Acts of God “ i.e storms, fires …

Writen notice of occurance of Force Majeure shell be given by the affected party to the
other with reasonable promptness in order to be released from his resposibility.

10. TRADE MARK.

Party B must be fully resposible for all trade marks attached on garments produced in
party A’s factories.

- The party B have to commit to full posibility in using the trade marks, the name of
commodity and solVng all disputes are involVng.
- In the case of the trade marks and the name of commodity orgin are cocided with what
have been registed in VetNam, must have a certificate of industrial property of VietNam.

11. OTHER CONDITION.

11.1 Sample : Counter samples – Before starting production of any styles, party A shoulh
make the counter samples (1 piece per style ) fow party B’s approval.

11.2 Sending : Counter samples & shiping documents will be given by party A to party
B’s representative or expert in HaNoi. If there is any special request of party B, party A
will send the samples & shipping documents to the assigned address, but the sending
charge will be on party B’s account.

11.3 Party A is obliged to deliver the finished goods with quality in full conformity with
the countersample accepted, technical documentation and instruction given by party B.

- Follow the material consumption rate given in the technical documentation. Every
charges must be accepted by Party B or his expert.

- FOB, FCA are to be understood according to incoterms 1990.

- Any amendment of the contract is only valid in written from and duly confirmed by
both paties.

This contract is made in 4 copies in English of equal value amd valid until Mar.31 st2002
Each Party Kepps 2 copies of equal value.

Done in HaNoi on .1st. Jan., 2001

CHIEN THANG GARMENT CO.. YOUNG SHIN TRADING CO..,LTD

YOUNG SHIN TRADING CO..,LTD

TỔNG GIÁM ĐỐC CÔNG TY

Doi Thi Thu Thuy S. P . EXE.MANAGING DIRECTOR