Based on the information given on attached Sales Contract, please draw the Bill of Exchange (Draft)

SALES CONTRACT No: 105 - 11/2011; Date: 28th November 2011 Between: Seller: DEF CO., LTD Address : 205 -207 LAFT STREET, TOKYO, JAPAN Tel : 12-11 2312344 Fax : 12 - 11 2312345 Represented by Mr. OKYHAO TOSHI (Hereinafter called to as the Seller) And Buyer: INTERNATIONAL INVESTMENT - TRADING JOINT STOCK CO. Address : R. 504, Nhan Chinh - Thanh Xuan Dist. - Hanoi - Vietnam Tel : 84-4-2512412 / 2512413 Fax : 84-4-2511340 Represented by Mr. Nguyen Van B - General Director (Hereinafter called to as the Buyer) It is hereby agreed to between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the following material within the following mentioned terms and conditions: ARTICLE 1: COMMODITY, QUALITY AND QUANTITY 1.1 Commodity: CAR SCRAP FOR HEAVY MELTING 1.2 Origin of the commodity: Japan 1.3 Quality: The Car Scrap must be pressed in block, free from toxic chemical, radioactive materials, inflammables, explosives, organic matters originated from animals or plants with danger of epidemic diseases and medical waste. The Car Scrap shall totally be free from bombs, arms, ammunitions, torpedoes, mines, shells, cartridges, seal containers or tanks or envelops, gas cylinder, explosive shells or explosive material in any form. The Car Scrap should be clean, free from admixtures such as slag, dross, trash, lubricant, grease, rubber, plastic, oil parts, alloy, asphalt, wood, chemical and other imnurity and non-metals other impurity and non-metals. 1.4 Quantity: 500MT +/- 5% per month (one shipment) Total quantity: 500MT +/- 5% x 12 months = 6,000MT = 61 1.5 Packing: Bulk in ocean containers of 40" ARTICLE 2: DELIVERY PERIOD AND PRICE Delivery Period: Twelve months Per shipment: 500 MT (+/-5% at the Seller's option) Unit price: USD 97.00/MT FOB Main Port of Japan with container lift facility (Incoterms 2010) Shipment amount: USD 48,500.00 (+/-5%) say USD fourty eight thousand five hundred only (plus and minus five percent). The above price must be understood as FOB Main port of Japan (Incoterms 2010). Invoicing: Based on actual net weight of each shipment certified by SGS upon the inspection at loading port. ARTICLE 3: PAYMENT 30% - RED CLAUSE or ADVANCE OF GUARANTEE 70% of shipment value D/P (Documents Against Payment) will be payable against following documentation at the bank of Seller: 2/3 Clean on Board Original Bill of Lading marked Freight collect; Seller's signed and stamped 2 Original Commercial Invoice; Original Master Receipt saying that 1 Original Bill of Lading and 1 Original inspection certificate issued by authorized Japanese Inspection Company or by authorized Alex Stewart Inspection Company stating the quantity, quality, non- radioactivity and origin of the merchandise will be in master' bag. All these documents will be sent by fax or email (at buyer's choice) and after receiving the final B/L from the shipping line, all the original export documents will be sent through courier to the buyer. ARTICLE 4: SHIPMENT Shipment not later than the date of 12 December, 2011 Loading port : Main Port of Japan Discharge port : Haiphong port, Vietnam Partial shipment : Not allowed. Transhipment : Allowed. ARTICLE 5: CARGO INSPECTION AND CLAIM Inspection report issued by SGS/or Independent Survey or at Loading Port is for invoicing. Inspection fee before loading is on seller's account. 62 Re-inspection at unloading port by SGS or VINACONTROL is on buyer's account and result of re-inspection at unloading port is final for claim (if any) ARTICLE 6: INSURANCE Insurance for the contracted goods will be covered by the buyer. The seller should supply to the buyer all necessary documents/ information in time for arranging insurance. ARTICLE 7: SELLER/BUYER'S OBLIGATION Performance Bond: The performance bond of 2% to be issued by the seller's Bank to the buyer's Bank within 03 days from the date of non-operative L/C to make the L/C become operative after which the said L/C will be considered null and void. The Seller and Buyer are responsible to arrange all necessary licenses in their territory. ARTICLE 8: FORCE MAJEURE The force majeure (exemption) clause of the International Chamber of Commerce (ICC publication No 421) is hereby incorporated in this contract. Either party shall within 24 hours give notice to the other party of any force majeure event effecting its obligations under this contract along with documentary evidence inmuod hur tho Ch o nlnge where the incid bu tha parties have a right to cancel this contract. ARTICLE 9: ARBITRATION In case of dispute and if the contracting parties cannot reach an amicable settlement of any claim concerning this contract, the case will be transferred to the Singapore International Arbitration Center (SIAC) in accordance with Singapore law under ICC rules of arbitration. The decision taken by this arbitration will be final. All fees and expenses incurred from this arbitration shall be borne by the losing party. ARTICLE 10: ADDITIONAL CONDITIONS This contract comes into effect since the date of signing and both parties undertake to execute strictly all the terms and conditions. Any changes or amendments to this contract shall be made in writing and subject to prior approval from both parties. Singapore law is applicable for this contract. The Incoterms 2010 edition is applicable as terms of delivery. This contract is made in English language in 04 originals, two of which are retained by each party. Signing via fax is acceptable. THE SELLER THE BUYER SALES CONTRACT No: 105 - 11/2011; Date: 28th November 2011 Between: Seller: DEF CO., LTD Address : 205 -207 LAFT STREET, TOKYO, JAPAN Tel : 12-11 2312344 Fax : 12 - 11 2312345 Represented by Mr. OKYHAO TOSHI (Hereinafter called to as the Seller) And Buyer: INTERNATIONAL INVESTMENT - TRADING JOINT STOCK CO. Address : R. 504, Nhan Chinh - Thanh Xuan Dist. - Hanoi - Vietnam Tel : 84-4-2512412 / 2512413 Fax : 84-4-2511340 Represented by Mr. Nguyen Van B - General Director (Hereinafter called to as the Buyer) It is hereby agreed to between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the following material within the following mentioned terms and conditions: ARTICLE 1: COMMODITY, QUALITY AND QUANTITY 1.1 Commodity: CAR SCRAP FOR HEAVY MELTING 1.2 Origin of the commodity: Japan 1.3 Quality: The Car Scrap must be pressed in block, free from toxic chemical, radioactive materials, inflammables, explosives, organic matters originated from animals or plants with danger of epidemic diseases and medical waste. The Car Scrap shall totally be free from bombs, arms, ammunitions, torpedoes, mines, shells, cartridges, seal containers or tanks or envelops, gas cylinder, explosive shells or explosive material in any form. The Car Scrap should be clean, free from admixtures such as slag, dross, trash, lubricant, grease, rubber, plastic, oil parts, alloy, asphalt, wood, chemical and other imnurity and non-metals other impurity and non-metals. 1.4 Quantity: 500MT +/- 5% per month (one shipment) Total quantity: 500MT +/- 5% x 12 months = 6,000MT = 61 1.5 Packing: Bulk in ocean containers of 40" ARTICLE 2: DELIVERY PERIOD AND PRICE Delivery Period: Twelve months Per shipment: 500 MT (+/-5% at the Seller's option) Unit price: USD 97.00/MT FOB Main Port of Japan with container lift facility (Incoterms 2010) Shipment amount: USD 48,500.00 (+/-5%) say USD fourty eight thousand five hundred only (plus and minus five percent). The above price must be understood as FOB Main port of Japan (Incoterms 2010). Invoicing: Based on actual net weight of each shipment certified by SGS upon the inspection at loading port. ARTICLE 3: PAYMENT 30% - RED CLAUSE or ADVANCE OF GUARANTEE 70% of shipment value D/P (Documents Against Payment) will be payable against following documentation at the bank of Seller: 2/3 Clean on Board Original Bill of Lading marked Freight collect; Seller's signed and stamped 2 Original Commercial Invoice; Original Master Receipt saying that 1 Original Bill of Lading and 1 Original inspection certificate issued by authorized Japanese Inspection Company or by authorized Alex Stewart Inspection Company stating the quantity, quality, non- radioactivity and origin of the merchandise will be in master' bag. All these documents will be sent by fax or email (at buyer's choice) and after receiving the final B/L from the shipping line, all the original export documents will be sent through courier to the buyer. ARTICLE 4: SHIPMENT Shipment not later than the date of 12 December, 2011 Loading port : Main Port of Japan Discharge port : Haiphong port, Vietnam Partial shipment : Not allowed. Transhipment : Allowed. ARTICLE 5: CARGO INSPECTION AND CLAIM Inspection report issued by SGS/or Independent Survey or at Loading Port is for invoicing. Inspection fee before loading is on seller's account. 62 Re-inspection at unloading port by SGS or VINACONTROL is on buyer's account and result of re-inspection at unloading port is final for claim (if any) ARTICLE 6: INSURANCE Insurance for the contracted goods will be covered by the buyer. The seller should supply to the buyer all necessary documents/ information in time for arranging insurance. ARTICLE 7: SELLER/BUYER'S OBLIGATION Performance Bond: The performance bond of 2% to be issued by the seller's Bank to the buyer's Bank within 03 days from the date of non-operative L/C to make the L/C become operative after which the said L/C will be considered null and void. The Seller and Buyer are responsible to arrange all necessary licenses in their territory. ARTICLE 8: FORCE MAJEURE The force majeure (exemption) clause of the International Chamber of Commerce (ICC publication No 421) is hereby incorporated in this contract. Either party shall within 24 hours give notice to the other party of any force majeure event effecting its obligations under this contract along with documentary evidence inmuod hur tho Ch o nlnge where the incid bu tha parties have a right to cancel this contract. ARTICLE 9: ARBITRATION In case of dispute and if the contracting parties cannot reach an amicable settlement of any claim concerning this contract, the case will be transferred to the Singapore International Arbitration Center (SIAC) in accordance with Singapore law under ICC rules of arbitration. The decision taken by this arbitration will be final. All fees and expenses incurred from this arbitration shall be borne by the losing party. ARTICLE 10: ADDITIONAL CONDITIONS This contract comes into effect since the date of signing and both parties undertake to execute strictly all the terms and conditions. Any changes or amendments to this contract shall be made in writing and subject to prior approval from both parties. Singapore law is applicable for this contract. The Incoterms 2010 edition is applicable as terms of delivery. This contract is made in English language in 04 originals, two of which are retained by each party. Signing via fax is acceptable. THE SELLER THE BUYER