6 6 4 P2 QIS 6 6 1

6. 6 貿易契約的基本條款 (4 P+2 Q+I+S) • 6. 6. 1 品質條款(Quality Terms) • 6. 6. 2 數量條款(Quantity Terms) • 6. 6. 3 價格條款(Price Terms) • 6. 6. 4 付款條款(Payment Terms) • 6. 6. 5 交貨條款(Shipment Terms) • 6. 6. 6 包裝嘜頭條款(Packing Terms) • 6. 6. 7 保險條款(Insurance Terms) • 6. 6. 8 產品條款(Product Terms)

6. 6. 1 品質條款(Quality Terms) • 一、品質的決定方法 1. 樣品 Quality: To be same as per sample submitted to you on April 4, 2006. 2. 標準品 (1) FAQ (中等平均品質; Fair Average Quality) Quality: Australian wheat, 2003 spring corp, FAQ. (2) GMQ (良好適銷品質; Good Merchantable Quality) Quality: Fish, GMQ. 3. 商標或品牌: Quality: Nike brand. 4. 規格: Quality: Conforming to CNS description. 5. 說明書或型錄: Quality: As per Seller’s catalog No. 228, dated Oct. 7, 2005.

6. 6. 4 付款條款(Payment Terms) • 一、付款的時期: 1. 交貨前: CWO ( Cash With Order; 訂貨付現 ) 2. 交貨時: CAD, L/C 3. 交貨後: COD, Collection, O/A, Consignment, Installment Payment

6. 6. 4 付款條款(Payment Terms) • 二、付款的方法: 1. CWO ( Cash With Order; 訂貨付現 ): Payment: Shall be made Cash With Order by T/T. 2. CAD ( Cash Against Documents; 憑單據付現 ): Payment: Net Cash Against Documents payable in Taipei. 3. COD ( Collect on Delivery; 貨到付現 ): Payment: Collect on delivery. 4. L/C ( Letter of Credit; 信用狀 ): Payment: By irrevocable, sight L/C in favor of the Seller. 5. Collection (託收): (1)D/P (Documents Against Payment; 付款交單 ): Payment by sight bill, documents against payment. (2)D/A (Documents Against Acceptance; 承兌交單 ): Payment by draft payable 60 days after sight, document against acceptance. 6. O/A (Open Account; 記帳 ): Payment to be made within 45 days after B/L date. 7. Consignment (寄售): Payment to be effected by T/T when the goods have been sold. 8. Installment Payment (分期付款):

6. 6. 5 交貨條款(Shipment Terms) • 一、交貨地點: 同風險移轉地點 • 二、交貨期限: 1. 即期交貨: 賣方手中有現貨 Shipment: Prompt shipment. 2. 約定某一特定月份內交貨 Shipment: Shipment during October. 3. 約定某月的某一特定時段內交貨 Shipment during the first half of October. (上半月) Shipment in the beginning of October. (上旬) 4. 約定某日前交貨 Shipment: Shipment on or before October 20, 2006. 5. 約定連續數月內交貨 Shipment during October and/or November. 6. 約定某一特定事件後一段期間內裝運 Shipment: Within 30 days after receipt of L/C. 7. 業經裝運 Shipment: Afloat(在海上) per S. S. “Oriental Queen”.

Contract (page 1) 1. 2. 3. 4. 5. Contract No. : CASE-9198 This contract is made this 29 th day of June, 2005 by Bestwise Trading Co. , Ltd. (Hereinafter referred to as “SELLER”), a Taiwanese company having their principal office at No. 64, Sec. 2, Chih-nan Road, Taipei, Taiwan, who agree to sell and Wiiw Co. , Ltd. (Hereinafter referred as “BUYER”), an Austrian company having their principal office at Oppolzergasse 6 A-1010 Vienna, Austria, who agrees to buy the following goods on the terms and conditions as below: COMMODITY: Fast Food Automatic Equipment. QUALITY: As per sample No. A 606 -858 dated March 21, 2005 QUANTITY: 1, 000 sets UNIT PRICE: US$683 per set CIF Vienna via Hamburg. Total amount US$683, 000 (Say US Dollars six hundred eighty three thousand only) CIF Vienna via Hamburg. PACKING: One set to a paper box, five boxes to a carton.

Contract (page 2) 6. SHIPPING MARK: WIIW in diamand DL 23567 VIENNA VIA HAMBURG C/NO. 1 -200 MADE IN TAIWAN 7. SHIPMENT: To be shipped on or before September 30, 2005 subject to acceptable L/C reached SELLER before the end of August, 2005, and partial shipment allowed, transshipment allowed. 8. PAYMENT: By a prime banker’s irrevocable sight L/C in SELLER’S favor, for 100% value of goods. 9. INSURANCE: SELLER shall arrange marine insurance covering W. A. plus TPND and WAR risk for 110% of the invoice value and provide for claim, if any, payable in Vienna in US currency.

Contract (page 3) 10. INSPECTION: Goods is to be inspected by an independent inspector and whose certificate inspection of quality and quantity is to be final. 11. FLUCTUATIONS OF FREIGHT, INSURANCE PREMIUM, CURRENCY, ETC. : (1)It is agreed that the prices mentioned herein are all based upon NT$33 to US$1. In case, there is any change in such rate at the time of negotiating drafts, the prices shall be adjusted and settled according to the corresponding change so as not to decrease SELLER’S proceeds in NT Dollars. (2)The prices mentioned herein are all based upon the current rate of freight and / or war and mention marine insurance premium. Any increase in freight and / or insurance premium rate at the time of shipment shall be for BUYER’S risks and account. (3)SELLER reserves the right to adjust the prices mentioned herein, if prior to delivery there is any substantial increase in the cost of raw material or component parts. 12. TAXES AND DUTIES, ETC. : Any duties, taxes or levies imposed upon the goods, or any packages, material or activities involved in the performance of the contract shall be for account of origin, and for account of BUYER if imposed by the country of destination.

Contract (page 4) 13. CLAIMS: In the event of any claim arising in respect of any shipment, notice of intention to claim should be given in writing to SELLER for investigation. Failing to give such prior written notification and opportunity of investigation within 21 days after the arrival of the carrying vessel at the port of discharge, no claim shall be entertained. In any event, SELLER shall not be responsible for damages that may result from the use of goods or for consequential or special damages, or for any amount in excess of the invoice value of the defective goods. 14. FORCE MAJEURE: Non-delivery of all or any part of the merchandise caused by war, blockage, revolution, insurrection, civil commotions, riots, mobilization, strikes, lockouts, act of God, severe weather, plagues, or other epidemic, destruction of goods by fire of flood, obstruction of loading by storm or typhoon at the port of delivery, or any other cause beyond SELLER’S control before shipment shall operate as a cancellation of the sale to the extent of such non-delivery. However, in case the merchandise has been prepared and ready for shipment to any of the abovementioned causes, BUYER shall extend the shipping deadline by means of amending relevant L/C or otherwise, upon the request of SELLER.

Contract (page 5) 15. ARBITRATION: Any dispute, controversies or differences which may arise between the parties, in relation to or in connection with this contract may be referred to arbitration. Such arbitration shall take place in Taipei, Taiwan, R. O. C. , and shall be held and shall proceed in accordance with the Chinese Government arbitration regulations. 16. PROPER LAW: The formation, validity, construction and the performance or this contract are governed by the laws of Republic of China. IN WITNESS WHEREOF, the parties have executed this contract in duplicate by their duly authorized representative as on the date first above written. BUYER WIIW CO. , LTD. SELLER BESTWISE TRADING CO. , LTD. ____________ Johnny Daman, Manager _____________ Tiger Wang, Manager