CONTRACT FOR PROCESSING

messrs: _________________________________

industry ltd. (hereinafter called party a)

and

industry ltd. (hereinafter called party b)

have agreed that party b shall manufacture standard magnetic

compasses in____________ with all necessary parts and materials supplied by party　a under the following terms and conditions:

1. commodity and quantities for processing with supplied materials and assembling with supplied parts:

(1) commodity-standard magnetic compass;

(2) quantity-____________sets in total.

2. all necessary parts and materials listed in the contract shall either be supplied by party a or purchased in ____________ or by party b;

3. the processing charge for each model is as follows:

(1) standard magnetic compass of type glc-1 at u. s. $

____________(say: _________________u. s. d) each;

(2) standard magnetic compass of type glc-2 at u. s. $

_____________(say: ________________ u. s. d) each;

(3) standard magnetic compass of type glc-3 at u. s. $

____________(say: ___________u. $. d) each.

4. the main parts, consumables and materials required for processing will be sent to (place) by party a and if there is any shortage or　damage, party a should be held responsible for supplying replacements;

5. party a should pay party b by l/c or t/t covering the full amount of processing charges and costs of parts, consumables and materials purchased in__________or____________by party b one month before shipment of the finished products;

6. party b must complete the manufacturing of all standard magnetic compasses of type glc-1 and effect shipment within the agreed date without delay except in the occurrence of uncontrollable and unforceeable events ;

7. the damage rate of parts and materials:

the damage rate of parts and materials in processing is __________% and such a damage rate of parts and materials shall be supplied free by

party a, should the damage rate exceed _____________ % , party b shall supply additional materials

and necessary parts;

8. should shipment of materials and parts sent by party a be wrong or in excess, party b shall return the excessive portion at the expense of party a, in case of short shipment, party a shall make up the shortage;

9. all parts and materials supplied by party a for standard magnetic compasses shall be processed by party b strictly in accordance with the design without any modification;

10. technical service:

party a agrees to send technicians to______________to help training party b,s technicians at the request of the latter at any time and allows the technicians to remain with party b for inspection of the finished products. in such case, party b agrees to pay a monthly salary of u. s. $ ____________ for each person, all other expenses (including roun d trip tickets) will be borne by party a;

11. all import and export formalities in connection with this contract should be handled by party b;

12. all standard magnetic compasses processed by party b shall be shipped to the foreign buyers appointed by party a at any

time;

13. other terms and conditions:

(1) the trade marks of standard magnetic compass shall be supplied by party a, should there be any legal dispute, party a shall be held fully responsible;

(2) the quality of parts and materials, if necessary, purchased in__________ or_____________ by party b for standard magnetic compasses must measure up to standard and be approved by party a beforehand;

(3)for promotional purposes, party b shall prepare samples of standard magnetic compass at any time and send them to foreign buyers appointed by party a , all parts

and materials required would be supplied out of the stock supplied by party a;

14. this contract shall be made in triplicate, party a and party b shall, both signing all copies, retain one copy and submit one to authorities concerned in (place) for registration.

industry ltd. industry ltd.

________ ____________

manager manager