A Real Estate Counsel, Inc. currently has a contractual service agreement with B Bank, [_____] which is in effect and expires June 30, 2006 (the “Prior Agreement”).

This Real Estate Investment Advisory Agreement (“Agreement”) by and between A Real Estate Counsel, Inc. (“A”) and B Bank [_____] (“B”) is effective July 15, 2002. This Agreement supersedes and replaces the Prior Agreement. The Prior Agreement shall govern the compensation and indemnification of A for periods prior to July 15, 2002.

WITNESSETH:

WHEREAS, B is the trustee of the B Bank [_____] Multi-Employer Property Trust (“Trust”) established and administered under the Amended and Restated Declaration of Trust dated October 6, [_____] (“Trust Agreement”);

WHEREAS, the Trust is a common trust fund for the collective investment in real estate-related investments (“Real Estate Investments”) of assets of retirement, pension or similar plans (“Participating Plans”); and

WHEREAS, B has determined that it is in the best interest of the Trust to engage A to provide the services set forth in this Agreement with respect to the acquisition, management and disposition by the Trust of interests in real property.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Appointment: B hereby appoints A as an investment advisor to B with respect to the Trust and the Real Estate Investments.

2. Services:

(a) A shall advise B with respect to real estate and real estate-related investments now in the Trust and which B may wish in the future to make on behalf of the Trust.

(b) B and A shall prepare, on an annual basis, a business plan addressing A’s goals and objectives with respect to the Trust for the coming year. The plan shall be prepared and submitted to B no later than the 15th of November of the preceding year. In addition, A shall prepare and submit to B valuation, financial and such other information as is set forth in Appendix III, as amended from time to time by mutual agreement of the parties.

(c) A shall, from time to time, present to B for its consideration Real Estate Investments which, based upon A’s preliminary investigation, are determined by A in good faith to meet the requirements of and to present an appropriate investment opportunity for the Trust. In reviewing potential properties, A shall consider whether (i) the potential investment would generate any unrelated business taxable income (“UBTI”) that would either cause any title holding corporation(s) to lose its/their federal or state tax-exempt status or would have to be recognized or realized by the Trust itself (as sole shareholder of the title holding corporations(s)), and (ii) whether any other contemplated Lawivities might adversely affect the tax-exempt status of the title holding corporation(s).

(d) On receipt of an executed Letter of Intent for a potential Real Estate Investment, A shall prepare an Investment Brief for presentation to the Trust Real Estate Investment Committee (or comparable committee within the Trust Department of B, which is established by B) (collective “TREIC”). The Investment Brief shall include sufficient information (project description, market analysis, risk/return considerations, financial analyses, transLawion structure, etc.) for TREIC’s consideration of the investment merit. Subject to B’ approval through TREIC, A shall complete all appropriate and necessary due diligence services, negotiations, and transaction documentation to effect the acquisition.

(e) On completion of negotiations and documentation, A shall present a recommendation to B inclusive of a description of any material changes to the transaction since submittal of the Investment Brief. Upon B’ approval of the recommendation, A shall cause the investment transaction to be consummated.

(f) A shall maintain appropriate records of the Real Estate Investments and of A’s Lawivities under this Agreement, which records shall be open to inspection by B or its authorized representatives at A’s office during normal business hours. A shall also prepare such periodic reports of its Lawivities and the Real Estate Investments as B may reasonably request.

(g) A shall recommend to B, subject to B’ approval, appraisers, insurance agents and attorneys whose services are necessary or appropriate to the acquisition, ownership, development, operation, and disposition of one or more of the Real Estate Investments, and B shall cause the Trust to pay such persons or entities under the terms of the agreements entered into by A with such persons or entities in the name of the Trust. A shall select and employ on behalf of the Trust agents, accountants, mortgage originators or servicers, lenders, technical advisors, brokers, leasing agents, underwriters, escrow agents, custodians, agents for collection, insurance agents, architects, engineers, construction consultants and managers, construction contractors and others whose services are necessary or appropriate to the acquisition, ownership, development, operation and disposition of one or more of the Real Estate Investments. B shall cause the Trust to pay, as directed by A, such persons or entities under the terms of the agreements entered into by A with such persons or entities in the name of the Trust.

(h) With respect to the disposition of Real Estate Investments, A shall provide such services and make such recommendations, as B shall reasonably request.

(i) A shall cooperate with and support B in its efforts to market the Trust to existing and prospective Participating Plans.

(j) A shall provide usual and customary commercial real estate asset management services in respect of the properties held by the Trust as Real Estate Investments, including, among other services, the leasing and re-negotiation of leases on the properties, the retention of Property Management firms, and such other usual and customary real estate asset management services as are normally provided by A in respect of real estate portfolios similar to the Trust. A shall provide such asset management services in respect of all Real Estate Investments in the Trust, including both new Real Estate Investments built or acquired by the Trust and “stabilized” Real Estate Investments that have been previously leased out.

(k) A shall provide other similar services within its area of expertise which B may reasonably request from time to time relating to the Trust, but this shall not include property management services which, if provided, shall be separately compensated.

3. Furnishing Information to A: B shall keep A informed with regard to the Real Estate Investments owned by the Trust, and the funds available or expected to be available for investment by the Trust. In addition, B shall provide A with a current list of all Participating Plans in the Trust. Upon request, B will provide A any additional information as necessary and appropriate for the purpose of A performing their functions.

4. Policy Board and Informational Material: B shall maintain a Policy Board for the Trust. The Policy Board shall have up to six members and such duties and
responsibilities as determined by B. For so long as this Agreement is in effect, two members of the Policy Board may be nominated by A. Each of the members of the Board shall be appointed by B and shall serve until he resigns or is replaced by B. Neither the appointment nor service by the Policy Board shall diminish B’ exclusive control over and authority to manage the Trust. All informational material distributed by B with respect to the Trust shall list the members of the Policy Board and identify any members who are employees of A to be such. In addition, all such informational material shall clearly disclose that A is the investment advisor to B with respect to the Trust and the Real Estate Investments and that B is the Trustee.

5. Custody of assets: A shall not have authority to retain possession of any assets of the Trust or any instruments (excepting duplicate originals thereof) evidencing the ownership of investments of the Trust. All assets of the Trust and all instruments evidencing the ownership of investments of the Trust and originals of all documents which are necessary for B to exercise their rights or remedies with respect to the assets of the Trust, including, but not limited to, all notes, mortgages, deeds, leases, certificates, title policies, assignments, legal opinions, bills of sale and indemnities, shall be held by B, which shall be responsible for all custodial arrangements with respect thereto. All payments, distributions, and other transactions in cash or securities, whether with respect to the Trust or the assets thereof (including, without limitation, any rents or mortgage payments or receipts) shall be made directly to or from B. B is obligated to maintain the records required of MEPT. B represents that it is
currently a “qualified professional asset manager” (“QPAM”) as that term is defined in Prohibited TransLawion Exemption 84-14 and that it will notify A as soon as possible if it ceases to qualify as a QPAM.

6. Compliance with Laws, Regulations, Codes, Etcetera: A shall perform its duties and responsibilities under this Agreement in accordance with, and will be limited in the exercise of its rights by, the provisions of the [___] (“[_____]”) and all other applicable federal, state and local laws, ordinances, codes or regulations applicable to its duties and responsibilities, including without limitation identifying the appropriate required permits, certificates, approvals and inspections. If a charge of noncompliance with respect to any such laws, regulations or ordinances is brought against A, it shall promptly notify B of such charge in writing.

7. Confidentiality: A and B each agree that any information provided it or its employees by the other party or by persons Lawing for or on behalf of the other party concerning such other party or the Trust and which is not public information shall be treated as proprietary and confidential by the recipient and its employees. Such information shall not be divulged to any party except as described in the next sentence or used for any purpose other than for the management and administration of the Trust or the performances required by this Agreement. Each party and its employees may, in good faith, divulge fLawual information of the type described in this paragraph to regulatory authorities and the Participating Plans.. A shall keep B informed on a current basis, of information being communicated and divulged to any Participating Plan, without regard to whether such information is proprietary and confidential as described in this subsection. The provisions of this subsection regarding confidentiality shall survive the termination or expiration of this Agreement.

8. Solicitation of B’ Removal as Trustee: During the term of this Agreement, A shall not (a) request, encourage or solicit any Participating Plan to vote for or support the removal of B as the Trustee of the Trust, or the replacement of B by another trustee, or (b) request, encourage or solicit any Participating Plan to withdraw from the Trust; unless A in good faith reasonably believes that applicable law or fiduciary obligations requires it to do so; provided, however, that, other than a solicitation as described in items (a) or (b) above, nothing herein shall preclude A from communicating any information or concerns to Participating Plans or potential Participating Plans relating to the Trust that A reasonably and in good faith believes is required or appropriate to be disclosed to Participating Plans or potential Participating Plans by applicable law, the terms of the Declaration, or that is material or important information that is required or appropriate to be disclosed to an investor in the Trust under principles of good faith and fair dealing with investors, and no such communications shall be deemed to violate this Section 8.

9. Compensation: B shall solely be responsible for establishing the formula for calculating the fees B charges to the Trust Participants and may change those fees at any time. As of the effective date of this Agreement, the fees established by B were those shown in Appendix I to this Agreement. The provisions for compensating A under this Agreement are set forth in Appendix II to this Agreement. If B, in good faith and after consultation with A, determines that it should change the formula used for calculating the fees it charges to the Trust Participants, A’s compensation under this Agreement shall be changed proportionately on a prospective basis only.

10. Expenses of A: A shall bear all of its internal costs and expenses in connection with the performance of its services hereunder, including, but not limited to: employees’ salaries; travel; lodging while in a travel status; office overhead (including long distance telephone charges); insurance (other than insurance of Real Estate Investments); taxes levied on A and its operations and income; and legal, accounting and other professional fees associated with A internal affairs (but not fees of such professionals incurred directly with respect to a particular Real Estate Investment, whether or not such Real Estate Investment is in fLaw acquired by the Trust). The intent of this paragraph is that A shall be compensated solely by its fee.

11. Other Business of A: Nothing in this Agreement shall be construed to restrict the right of A or its affiliates to Law and continue to Law as investment managers or advisors for other clients, nor shall this Agreement be deemed to restrict in any way the freedom of A or its affiliates to conduct any other business venture of any nature or to make investments for its investment account or the investment accounts of any other person or entity.

12. Liability and Indemnification: A, its officers and its employees will not be liable to B (whether on a tort, breach of contrLaw or other theory) for investment advice or Laws or omissions under or pursuant to this Agreement or for the Laws or omissions of B in the management of the Trust, and B shall indemnify and save harmless A, its officers and employees from and against any and all claims asserted against them arising from any such investment advice, Laws or omissions, including all attorney’s fees and other expenses reasonably incurred in the defense of any such claim unless (a) such Law or omission for which exculpation or indemnification is sought constituted a breach of this Agreement, bad faith, willful misfeasance, negligence or reckless disregard by A of its duties in the performance of services under this Agreement, or (b) with respect to any such Law or omission for which exculpation or indemnification was sought, A is a fiduciary to the Trust or a Participating Plan under [_____] and such Law or omission was a violation of the duties imposed upon A as a fiduciary under [_____] (except to the extent that liability arises derivatively from the Laws or omissions of B) or a violation of any other federal or state law applicable to A. A shall indemnify and save harmless B from and against any and all claims, including all attorneys’ fees and other expenses reasonably incurred in the defense of any claim, asserted against B by reason of any Law or omission of A that (a) constituted a breach of this Agreement, bad faith, willful misfeasance, negligence or reckless disregard of its duties in the performance of services under this Agreement; or (b) constituted a violation of the duties imposed upon A as a fiduciary under [_____] (except to the extent that liability arises derivatively from the Laws or omissions of B) or a violation of any other federal or state law applicable to.

A. The provisions of this paragraph shall survive termination or expiration of this Agreement.

13. Assignment: This Agreement shall not be assignable by B or A without the written consent of either party, provided that no consent shall be necessary in the case of a merger, acquisition or reorganization. A warrants that, in the event of an acquisition, merger or reorganization of A, there will be no material changes to the nature or quality of the services provided by A to B and that continuity and quality of services provided by A to the Trust will be preserved either by retaining senior personnel in place as of the effective date of this Agreement or replacing them with a sufficient number of individuals with comparable skill and experience in relevant disciplines. To the extent permitted by law, the assigning party shall provide notice to the other not less than sixty (60) days in advance of such assignment, or such shorter period of notice as the parties may agree upon; except that B shall provide only that notice that it is permitted to provide under any contractual commitments relating to the transaction resulting in the assignment.

14. Acknowledgments, Representations and Warranties of A: With the understanding that B intends to rely on these representations, A represents and agrees that:

(a) In providing the services described in this Agreement, A shall exercise the degree of care consistent with that of qualified professional investment advisers in relating to the same or similar kinds of investments and shall conduct itself in a manner consistent with the fiduciary responsibility requirements of [_____], with respect to an investment adviser who, under [_____], is a fiduciary with respect to the Trust.

(b) A is a registered investment adviser under the [_____], and will maintain its registered status under that Law unless firms engaged in providing real estate investment advice are no longer permitted to be a registered investment adviser under that Law. A is in compliance in all material respects and will continue to be in compliance in all material respects during the entire term of this Agreement, with the applicable provisions of that Law. A will provide B with a current and valid copy of Part II of A’s Form ADV during the entire term of this Agreement. A has also complied with and will comply with during the entire term of this Agreement, all applicable regulations, registrations, filings, approvals, authorizations, consents or examinations required by the [___] Securities and Exchange Commission, the [___] Department of Labor or any other governmental authority having jurisdiction over its Lawivities or the Laws contemplated by this Agreement.

(c) The personnel of A who will be responsible for carrying out this Agreement are individuals experienced in the making of real estate investments of the nature contemplated by this Agreement and are also experienced in the performance of the various functions contemplated by this Agreement.

(d) A shall promptly notify B in the event of any change in control of A or if A or any affiliate of A is the subject of proceedings properly commenced under any chapter of the Bankruptcy Law, is the subject of liquidation or insolvency proceedings properly commenced by a regulatory agency with jurisdiction to liquidate the business and affairs of a party; is adjudged insolvent in any proceeding commenced in any court of competent jurisdiction for the appointment of a receiver, liquidator or trustee; makes a general assignment for the benefit of creditors; or admits in writing its inability to pay its debts as they come due.

(e) A has procured and shall maintain at all times during the term of this Agreement, if commercially available to investment advisors, errors and omission/professional liability insurance or fiduciary insurance which specifically includes coverage for the Trust’s plan assets in the amount of $5,000,000 per occurrence and $5,000,000 in the aggregate. A shall furnish to B on an annual basis certificate(s) of insurance along with a letter setting forth (i) the amount(s) of coverage, (ii) policy number(s), (iii) expiration date(s), (iv) retention, and (v) carrier name(s). Furthermore, A shall extend a good faith effort in providing prior written notice to B of any termination or reduction in the amount or scope of coverage. A shall notify B immediately of any claim made under said errors and omission/professional liability insurance or fiduciary liability insurance and any payment of proceeds. Maintenance of such insurance shall not release A from any obligations or liabilities under this Agreement.

(f) A should promptly notify B in the event that any of the foregoing acknowledgments, representations, warranties or agreements shall no longer be true.

15. Representations of B: With the understanding that A intends to rely upon these representations, B represents, warrants and agrees that: (i) it is the Trustee of the Trust; (ii) A has been duly appointed by B to provide investment advice to B in connection with its duties as Trustee of the Trust; and (iii) B has delivered a true and correct copy of the Trust Agreement and any amendments thereto as may be adopted from time to time to A for convenience of reference, but the rights, powers and duties of A shall be governed solely by the terms of this Agreement without reference to the terms of the Trust Agreement.

16. Construction:

(a) This Agreement (including the exhibits, other addenda, if any, and documents incorporated by reference, if any) constitutes the entire Agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement. Except as expressly provided herein, this Agreement may be modified only if such modifications are in writing and signed by the parties hereto.

(b) If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the rights of the parties hereto. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

(c) Any reference to a section of [_____], the Internal Revenue Code or other laws shall be deemed to include a reference to any amendment thereof and any successor provisions thereto as well as any regulations or administrative pronouncements thereunder.

(d) This Agreement shall be administered, construed and enforced in accordance with the laws of the [___] as if the Agreement were executed and performed entirely therein (without giving effects to principles of conflicts of law) to the extent such laws have not been preempted by [_____] or other applicable law.

(e) This Agreement may be executed in any manner of separate counterparts, each of which shall together be deemed an original, but the several counterparts shall together constitute but one and the same Agreement of the parties hereto.

17. Relationship of Parties: The relationship between the parties created by this Agreement is that of independent contractors, and not partners, joint venturers or agents. Nothing in this Agreement shall be construed as obligating the Trust to receive services from A to pay the fees or other sums due A or otherwise render performance due to A and A confirms that it will look solely to B, and not the assets of the Trust, for the payment of sums due it under this Agreement.

18. Notice: Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall, unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, be given by being mailed by certified mail to the following parties at the addresses indicated:

B Bank, N.A

Any party may at any time give notice to the other that it wishes to change its address for purposes of this paragraph.

19. Termination:

(a) Except as provided in section 19(b), the term of this Agreement shall commence on July 15, 2002, and shall continue until June 30, 2012, (the “Initial Term”) as such may be extended as provided in this section 19(a). The term of this Agreement shall be automatically extended on June 30, 2012 and on each two-year anniversary of June 30, 2012 for two (2) additional years (to June 30 of the year two years after such renewal date). The Initial Term as so extended is referred to herein as the Extended Term.

(b) Prior to the expiration of this Agreement or any renewal term:

(i) Either party may elect to terminate if the other is the subject of proceedings properly commenced under any chapter of the Bankruptcy Law; is the subject of liquidation or insolvency proceedings properly commenced by a regulatory agency with jurisdiction to liquidate the business and affairs of a party; is adjudged insolvent in any proceeding commenced in any court of a competent jurisdiction for the appointment of a receiver, liquidator or trustee; makes a general assignment for the benefit of creditors; or admits in writing its inability to pay its debts as they come due.

(ii) Either party may terminate if the other materially breaches this Agreement or commits, or has committed prior to the effective date of this Agreement, an Law or omission in the performances contemplated by this Agreement (or the Prior Agreement between the parties) constituting bad faith, willful misfeasance, negligence or reckless disregard of duties or responsibilities and such breach or Law or omission is not cured within that period of thirty (30) days next following the date on which written notice specifying such breach or Law or omission is delivered to the breaching party. Material breaches for purposes of this section 19 shall include, but not be limited to, material violations by A of Section 8 hereof and material failure by A to comply with Section 2 hereof.

(iii) This Agreement shall terminate (A) on liquidation of MEPT if the Trust is terminated pursuant to Section 8.3 of the Trust Agreement, or (B) on B’ removal, resignation or otherwise ceasing to Law as the trustee of the Trust but this Agreement shall not terminate if (x) B ceases to be a Trustee because it is acquired and the acquirer becomes Trustee of the Trust, or (y) a successor Trustee is appointed which is or will become an affiliate of B or any successor to B becomes the Trustee of the Trust by merger, acquisition or reorganization of B or by sale of B’ trust business in whole or in part.

(iv) Either party may terminate if the Trust is the subject of any action by any regulatory authority (including without limitation the Office of Comptroller of Currency, the Internal Revenue Service and the Either party may terminate if the Trust is the subject of any action by any regulatory authority (including without limitation the Office of Comptroller of Currency, the Internal Revenue Service and the Department of Labor) which results in conditions under which the operation of the Trust is not feasible.

(v) A may terminate this Agreement without cause in the event that Participating Plans representing 60% of the Units of the Trust notify within a 30-day period A and B in writing, referencing this Section 19(b)(v), that they wish to terminate B’s services under this Agreement.

(c) A party electing to terminate this Agreement pursuant to subsection (b) of this paragraph shall exercise such election by written notice given in the manner described in Section 18.

(d) Upon termination or expiration, B will promptly honor all instructions received from A. B shall provide to A a final overall report and shall deliver to A any and all original documents pertaining to Real Estate Investments then in its possession and, as requested by A, copies of other books and records relating to the Trust and the Real Estate Investments that are not already in the possession of A.

(e) Upon termination, fees of B shall be prorated to the date of termination.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

THIS DEFINITIVE COMTRACT (“Contract”) is made and entered into as _______________ by and between the following parties:

1. Assignor

Name: ______________________________
______________________________
Registered Head Office: _________________
[]province, []
Tel: ([]-211) []2460
Fax: _________________
Represented by: _________________
Position: Director

of the one part, hereinafter referred in this Contract to as Assignor,
and

2. Assignee

Name: ______________________________
Registered Head Office: Lot1, _________________
[]Province, []
Tel: not available on the Signing Date hereof
Fax: not available on the Signing Date hereof
Represented by: _________________
Position: _________________
_______________________________. is a [] of [] (mentioned hereunder), established and operating under the Law on [] in [] in accordance with [] No. [] granted by the [][] Committee on 14 _________________.

of the other part, hereinafter referred in this Contract to as Assignee,

Assignor and Assignee hereinafter collectively referred in this Contract to as Parties, separately referred in this Contract to as Party.

RECITALS

WHEREAS, Assignor owns certain Assets that it uses in the conduct of the Business (as defined below); and

WHEREAS, Assignee desires to purchase from Assignor, and Assignor desires to sell to Assignee, such Assets upon the terms and subject to the conditions of this Contract.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINTIONS

As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

1.01 “FIL” means the Law on [] in [] , as amended at the time of closing of this Contract;

1.02 “Ancillary Agreements” mean the In-principle Contract on Assignment of Assets and Land [] of 27 December [], as amended Addendum of _________________to In-principle Contract on Assignment of Assets and Land [] between [] and Assignor, and the Agreement on Settlement of Loans and Elimination of Mortgage and Pledge of Assets of _________________signed between [], _________________., []Branch of [] of [] and Assignor;

1.03 “Assets” mean all of Assignor’s right, title and interest in and to the Assets, claims, rights of any kind, whether tangible or intangible, real or personal and constituting, or used or useful in connection with, or related to, the Assets set forth on Annex “B” and “C” attached hereto, including Factory, including, without limitation, all of Assignor’s right, title and interest in the followings, as of the Signing Date of this Contract:

(a) all spare parts, accessories, fittings of the Assets;

(b) all Books and Records on the Assets, including, without limitation, all technical specifications, catalogs, operational instruction’s manual, user’s or operational guides, etc.;

(c) all Asset and Factory Rights;

(d) to the extent transferable, all Permits;

(e) all Fixtures, Equipment and Machines, Factory built on Land Site (as defined below);

(f) to the extent transferable or assignable, all rights under or pursuant to all warranties, representations and guarantees made by suppliers in connection with the Assets, furnished to Assignor pertaining to or otherwise affecting the Assets;

(g) any and all of the aforesaid Assets and or Factory built Land Site.

1.04 “Assumed Liabilities” shall mean the obligations and liabilities assumed by Assignor pursuant to Section 4.02 herein;

1.05 “Assumed Contracts” means the Contract as defined in Section 1.13 and or 1.23 hereunder;

1.06 “Books and Records” shall mean the following to the extent pertaining to the Assets: (i) all records and lists of Assignor, (ii) all books, files, reports, drawings and records of every kind maintained by Assignor;

1.07 “Factory” means, including without limitation, all buildings, structural buildings, workshops, offices, ancillary buildings, power stations and outlets, water supply stations and outlets, Assets, which are all built on, attached, affixed, affixed to, constructed, assembled, erected on and within the domain of the Land [] of Assignor as described more fully on Annex “A”, but shall not include the Business of Assignor;

1.08 “Business” mean all garment production and business activities which are permitted to Assignor as described in Assignor’s Business Registration (as defined below), or to Assignee as described in Assignee’s [] (as defined below), including without limitation, any income-making activities which are engaged by Assignor or Assignee respectively;

1.09 “Assignor’s BOM Approval” means written approval of all owners, members of Assignor, whose name is inscribed in Assignor’s Business Registration as of the Signing Date of this Contract, approving the assignment of Assets to Assignee and return the Land [] to [][] Committee, an original copy thereof is attached hereto and marked Annex “D” of this Contract;

1.10 “Assignor’s Legal Representative” mean _________________, whose name in inscribed in Assignor’s Business Registration as Director of Assignor as of the Signing Date of this Contract, and designated by all owners, members of Assignor in writing as described more fully on Annex “E” as of the Signing Date herein;

1.11 “Land []” means all of Assignor’s right, title and interest in and to the piece of land with total areas granted by [][] Committee to Assignor under Land [] [] No. [] dated 15 July [] (entered on Book No. [] []/[]/[] dated 5 November [] on Grant of Land [] []) and under Land Lease No. [] signed on 24 February [] (under Decision No. []/[]dated 5 November [] by [][] committee to lease the land to Assignor) between Assignor and []Department of Natural Resources and Environment, as described and identified more fully on certified copy of Land [] [] and Land Lease attached hereto and marked Annex “F” hereof;

1.12 “Return and Withdrawal of Land []” means all acts undertaken by Assignor to completely return Land [] to and liquidate Land Lease as described in Section 1.11 herein with [][] Committee in accordance with []ese law and actual procedures stipulated by [][] Committee;

1.13 “Contracts” means any agreement, contract, contract right, lease, purchase, note, loan, evidence of indebtedness, letter of credit, franchise agreement, undertaking, covenant not to compete, employment agreement, license, instrument, obligation or commitment to which Assignor is a party or is legally bound and which relates to the Factory or the Assets or the transactions contemplated in this Contract, whether oral or written;

1.14 “Employment Benefits” mean any and all benefits that any employee of Assignor are entitled to receive from Assignor under the []of [] as of termination date of employment contract, including all deferred, outstanding compensations, wages and salaries, allowances and pensions, social and medical insurance, which are all payable by Assignor to all of its employees or to []Social Insurance Fund;

1.15 “Encumbrance” shall mean any claim, lien, pledge, option, charge, security interest, deed of trust, mortgage, encumbrance or other right of third parties, whether voluntarily incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof;

1.16 “Outstanding Loan” means the total outstanding loan amounts owed by Assignor to the Lender (as defined below) as of the Signing Date of this Contract in accordance with written Letter No. []/[]-[].[] issued by Lender on 11 _________________ plus any interest amount incurred against that total outstanding loan amount from 11 _________________ to the Closing Date, which is attached hereto and marked Annex “G” of this Contract;

1.17 “Secured Assets and Land []” mean all Assets and Land [] as defined in this Section, which are mortgaged, pledged, guaranteed by Assignor to Lender as a security for the performance of Assignor’s obligations to repay the Outstanding Loan to Lender under loan contracts signed between Lender and Assignor. The Secured Assets and Land [] are stipulated in [] of Registration of Secured Transactions issued by competent secured transaction agencies in []province;

1.18 “Lender” means the Branch of [] of [] in []province;

1.19 “Deposit Amount” means the Additional Contingent Payment, is an amount of ___________________________to be deposited to the Deposit Account as stipulated in Section 4.06(b) for the purpose of paying the Outstanding Loan for Assignor to Lender as stipulated in Agreement on Settlement of Loans and Elimination of Mortgage and Pledge of Assets and this Contract;

1.20 “Deposit Account” means the bank deposit account opened by and in the name of Assignee at the bank of Lender in []province in accordance with Agreement on Settlement of Loans and Elimination of Mortgage and Pledge of Assets, for the purpose of this Contract;

1.21 “Purchase Price” means the total amounts payable by Assignee for purchase of all Assets and taking over the Land Site as more fully stipulated in Section 4.04 of this Contract;

1.22 “Closing Date” means when Assignee has received all original documents as stipulated in Section 5 of this Contract;

1.23 “Supply Contract” mean all supply contracts signed between Assignor and its suppliers, and all amendments thereof, for the construction and installation of Factory, purchase of the Assets, and under which, Assignor still owes any and such suppliers for any amount stipulated in such supply contracts;

1.24 “Business Registration” means all the [] of Business Registration granted by []Department of Planning and Investment to and in the name of Assignor, a notarised copy of it is attached hereto and marked “Annex E” of this Contract, all amendments thereof, including all other licenses, permits, franchises, approvals, authorizations, consents or orders of, or filings with, any agency or authority of []province or [], necessary for the conduct of, or relating to the operation of the Business;

1.25 “[]” means the [] No. [] granted by [][] Committee to Assignee for establishment and operation of Assignee’s company in Lot 1, [] [], [] town, []province, [], a notarised copy of it is attached hereto and marked “Annex I” of this Contract;

1.26 “Permits” mean all other licenses, permits, franchises, approvals, authorizations, consents or orders of, or filings with by Assignor, any agency or authority of []province or [], necessary for the conduct of, or relating to the operation, usage, and or exploitation of Assets, Factory, and Land [], including without limitation, construction permits, [] of fire distinguishing and prevention, certification of environmental registration, approval of designs of Factory [or the documents as mentioned in Section 5.01(f) for replacement], [] of quality standard of Assets and or Factory;

1.27 “Subsidiary” means (a) any branch, office, partnership, joint venture, company where Assignor hold more than 50% or more of the total voting power in that branch, office, partnership, joint venture, company;

1.28 “Taxes” means any and all taxes imposed upon the sale, assignment, transfer and delivery of Assets or transactions contemplated in this Contract, including without limitation, corporate income tax, import duties, personal income tax, value-added taxes, which are more fully stipulated in Section 11 hereof, except the value-added tax against the Purchase Price as more fully stipulated in Section 4.04 herein;

1.29 “Fees” means any fee imposed against the registration of change in ownership of the Assets and all transactions contemplated in this Contract, including without limitation, registration fees, which are all more fully stipulated in Section 11 hereof;

1.30 “Land Site” means the total land area of [],603 square meters (m2) located at Lot 1, [] [], [] town, []province, [].

2. CONDITIONS PRECEDENT

2.01 Conditions Precedent. Assignor and Assignee do hereby mutually acknowledge and recognize that no rights of any kind or to the Purchase Price shall vest in Assignor and Assignee shall have no obligations to Assignor hereunder, unless and until the following conditions precedent (Conditions Precedent) are satisfied and attached to this Contract by or on _________________:

(a) This Contract has been executed under legitimate corporate seal by Legal Representative of Assignor;

(b) Prior to or latest on the Signing Date of this Contract, Assignee has received Assignor’s BOM Approval in form and contents acceptable to Assignee as described in Section 1.09 of this Contract;

(c) Prior to or latest on the Signing Date of this Contract, Assignee has received an original Statement signed under legitimate corporate seal by Legal Representative of Assignor, in form and contents acceptable to Assignee, declaring that Assignor shall take its own responsibilities for settlement of any and all outstanding amounts under Assumed Contracts with any and all suppliers in respect of any and all Assets, as described in Section 1.05 herein, and that no provision contained in any and all Assumed Contracts requires that proprietorship in any and all Assets still remains in the name of any and all suppliers as of the Signing Date hereof. Even in such a case, Assignor shall take its own responsibilities for dealing with the suppliers and keep Assignee harmless from any claims made by any of such suppliers;

(d) Prior to or latest on the Signing Date hereof, Assignee has received written Affidavit and Declaration made by Assignor and related person(s) in both corporate and personal status, in form and contents acceptable to Assignee, on the performance and fulfillment of this Contract and Ancillary Agreements as described in Section 1.02 herein;

(e) Prior to or latest on the Signing Date of this Contract, Assignee has received a notarized photocopy of Assignor’s Business Registration as described in Section 1.24 herein;

(f) Assignee has received a notarized photocopy of decision on Return and Withdrawal of Land [] as described in Section 1.12 herein, which is duly issued by [][] Committee in the name of Assignor.

2.02 This Contract is deemed to be a proposal by Assignor to acquire an acceptance of Assignee to purchase the Assets and Factory as contemplated herein, which Assignee is not obligated to consider or accept until the above Conditions Precedent are met. It is agreed that the Parties hereto will act in good faith, and that each will diligently seek to satisfy the Conditions Precedent.

2.03 If the Conditions Precedent is not satisfied in full by or on _________________, this Contract shall be null and void and neither Party hereto shall bear any obligation or responsibility to other Party from the Signing Date hereof, except otherwise expansion thereof is specifically decided by Assignee in writing at its sole discretion.

3. CONTRACT NUMBER AND SIGNING DATE

3.01 Contract Number: __________________

3.02 Contract Signing Date: ___________________

4. PURCHASE AND SALE OF ASSETS

4.01 Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing Date, Assignor sells, conveys, transfers, assigns and delivers to Assignee, and Assignee acquires from Assignor, the Assets.

4.02 Assumption of Liabilities. Upon the terms and subject to the conditions contained herein, at the Closing Date, Assignee shall assume all obligations and liabilities accruing, arising out of, or relating to events or occurrences happening after the Closing Date under the Assumed Contracts or with respect to the operation by Assignee of the Business after the Closing Date (“Assumed Liabilities”); PROVIDED, HOWEVER, that Assignee shall not assume or have any liability with respect to any obligation or liability in connection with any such Assumed Contract or with respect to the operation of the Business of Assignor, in each case occurring prior to, at and after the Closing Date.

4.03 Excluded Liabilities. Except as otherwise expressly provided for in this Agreement, Assignee shall not assume, or otherwise be responsible for, any liabilities or obligations of Assignor, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown whether arising out of occurrences prior to, at or after the Closing Date (“Excluded Liabilities”), which Excluded Liabilities include, without limitation:

(a) any liability or obligation to or in respect of any employees, including former and or existing employees of Assignor including, without limitation, (i) any employment contract, whether or not written, between Assignor and any person, (ii) any liability under any Employment Benefit Plan at any time maintained, contributed to or required to be contributed to by or with respect to Assignor or under which Assignor may incur liability, or any contributions, benefits or liabilities therefore, or any liability with respect to Assignor’s withdrawal or partial withdrawal from or termination of any Employment Benefit Plan, (iii) any obligation for those employees of Assignor on long-term and short-term disability at the Closing Date and (iv) any claim of an unfair labor practice, or any claim under any group insurance or under any state unemployment compensation or worker’s compensation law or regulation or under employment discrimination law or regulation of [], which shall have been asserted prior to, at and after the Closing Date or is based on acts or omissions which occurred prior to, at and after the Closing Date;

(b) any liability or obligation of Assignor in respect of any Taxes and Fees;

(c) any liability or obligation arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, product liability, enterprise liability or any other legal or equitable theory arising from defects or alleged defects in products manufactured and/or sold by or on behalf of Assignor or any other person or entity or from actions or inactions prior to Closing Date under or resulting from any []ese law;

(d) any liability or obligation of Assignor arising out of or related to any action against Assignor or any action which adversely affects the Assets, Factory and which shall have been asserted on or prior to the Closing Date or to the extent the basis of which shall have arisen prior to, at and after the Closing Date;

(e) any liability or obligation of Assignor resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement;

(f) any expenses of Assignor incurred in connection with the transactions contemplated by this Agreement; and

(g) any liability or obligation related to any other Contract other than Assumed Contracts.

4.04 Purchase Price. The full consideration for the sale, assignment, transfer, delivery of the Assets and completion of the transactions contemplated herein is _____________________, excluding the value-added tax imposed upon that amount (Purchase Price), subject to the adjustment thereof pursuant to the result of the Due Diligence stipulated in Section 4.09 hereof. The value-added tax shall be paid by Assignee at rates decided in writing by []Tax Authority. The Purchase Price will be paid by telegraphic transfer from Assignee to Assignor at its bank account(s) opened at []Branch of [] of [] on the schedules as stipulated in Section 4.06 hereunder. Apart from the amount of Purchase Price stipulated herein, no additional, extra amount will be accepted by Assignee, except value-added tax against Purchase Price as required by []Tax Authority as mentioned in this Section 4.04.

4.05 Closing Costs: Assignment Taxes and Fees. All applicable taxes and fees which may be applicable to and may be levied on the sale, assignment, transfer or delivery of the Assets or otherwise stipulated herein, including but are not limited to transferring Fees, Taxes and Fees imposed on any income generated by Assignor under the sale, assignment, transfer or delivery of the Assets or transactions contemplated herein whether levied on Assignor or Assignee, shall be borne by Assignor.

4.06 Payment.

(a) Initial Payment. As partial consideration of the sale, assignment, transfer and delivery of the Assets to be sold, assigned, transferred and delivered by Assignor to Assignee pursuant to this Contract, Assignee shall, within one (1) working day from date on which ASSIGEE HAS RECEIVED ALL ORIGINAL DOCUMENTS AS DESCRIBED HEREUNDER in this Section 4.06(a), pay to Assignor the aggregate amount (the “Initial Payment”) of ____________________ by wire transfer to bank account as stipulated herein of Assignor:

(i) the original Agreement on Settlement of Outstanding Loans and Elimination of Mortgage and Pledge of Assets, which has been duly signed between Assignee, []Branch of [] of [] and Assignor;

(ii) this Definitive Contract, which has been duly signed by Assignee and Assignor;

(iii) Assignee has received in full all original documents, and papers on the titles, ownership of and in connection with the Assets, Factory and Land [] as stipulated in the Agreement on Settlement of Loans and Elimination of Mortgage and Pledge of Assets, including but are not limited to the followings: (1) original Land [] [] No. [] []/[]/[] dated 5 November [] and all amendments thereof if any; (2) Decision []/[]dated 5 November [] and all amendments thereof if any; (3) all original vouchers and documents related to Assets and Land [], which are currently kept by []Branch of [] of []; (4) original Affidavit and Declaration made by Assignor and concerned person; and (5) []s of Elimination of Mortgage and Pledge for Assets and Land [], which are issued by competent state registries of secured transactions;

(iv) The amount under Initial Payment will be given priority for payment of all Employment Benefits.

(b) Additional Contingent Payment. As partial additional consideration of the sale, assignment, transfer and delivery of the Assets to be sold, assigned, transferred and delivered by Assignor to Assignee pursuant to this Contract, Assignee shall remit the additional amount (the “Additional Payment”) of __________________________) by wire transfer to Deposit Account of Assignee, which is opened at []Branch of [] of []. The Additional Contingent Payment shall only be made on Closing Date, PROVIDED, HOWEVER ALWAYS, THAT all conditions set forth in Section 4.07 hereunder have been fully satisfied.

(c) Final Payment. As partial additional consideration of the sale, assignment, transfer and delivery of the Assets to be sold, assigned, transferred and delivered by Assignor to Assignee pursuant to this Contract, Assignee shall pay to Assignor the final (the “Final Payment”) of _________________________-), PROVIDED, HOWEVER ALWAYS, THAT all conditions set forth in Section 4.08 hereunder have been fully satisfied.

4.07 Conditions for Additional Contingent Payment. The amount of ______________________ as mentioned in Section 4.06(b) above shall only be paid by Assignee to Assignor or disbursed by Assignee to []Branch of [] in accordance with provisions set forth in Section 7 and other terms and conditions stipulated in the Agreement on Settlement of Outstanding Loans and Elimination of Mortgage and Pledge of Assets signed between Assignee, []Branch of [] and Assignor on 21 _________________.

4.08 Conditions for Final Payment. The amount of _______________________ as mentioned in Section 4.06(c) above shall only be fully paid by Assignee to Assignor within forty-five (45) working days from the Closing Date if neither of the following events occurs:

(a) If there is any claims by third parties against Assignee on any of Assignor’s liabilities, responsibilities, obligations as mentioned in Assumed Liabilities, Assumed Contracts, Excluded Liabilities, Taxes and Fees as mentioned in this Contract and or as a result of execution and performance of this Contract, in whatever the nature and forms of claims and existence as a result of execution and performance of this Contract, Assignee shall notify Assignor in writing of such claims and Assignor shall take its own responsibilities for properly resolving such claims with all payments of Assignor. If Assignor fails to resolve any of such claims and or fails to pay as required by such claims within a duration specified in Assignee’s written notification, and Assignee is sufferred by any of such claims as a result of inaction by Assignor, Assignee will be entitled to deduct amount claimed from the Final Payment and pay same to relevant third parties without prior consent from Assignor;

(b) Assignee shall conduct the check of quality of all Assets sold, assigned, transferred, delivered by Assignor under this Contract, and schedule to complete the check latest on the Closing Date hereof, PROVIDED, HOWEVER ALWAYS, THAT, the Factory must be empty (no employees and officers of Assignor working in the Factory) on the close of business working hour of 27 _________________. If during the check, Assignee discovers any defect of Assets that does not allow Assets workable in normal condition; any missing of accessories, parts, fittings, etc of any Assets; any unusable and or unworkable Assets; any broken-down Assets or spare-part thereof; or the likes, Assignee shall notify Assignor in writing of such things, and Assignor shall be responsible for applying any actions to remedy any and all such Assets in order for them to be workable in normal condition. If Assignor fails to take such actions within a duration specified in Assignee’s written notification, Assignee will take such actions with reimbursement from Assignor by deducting any expenses related to and incurred from taking such actions from Final Payment prior to payment to Assignor and without prior consent from Assignor;

4.09 Due Diligence. The Due Diligence against Assignor for the purpose of this Contract and transactions contemplated herein has been conducting by —————————–, Assignee’s local counsel, since early _________________. The Board of Directors of Assignee shall have the right to, based on result of due diligence reported by Assignee’s local counsel prior to or on the date of making the Final Payment, make final decision as to whether to continue purchasing the Assets and carrying out the transactions contemplated herein.

5. CLOSING

5.01 Closing Date. The closing of the transactions contemplated by this Contract (the “Closing Date”) shall take place at the place agreed to by Assignor and Assignee, commencing at [10:00 a.m.] [] time on the date that is one (1) working day following date on which Assignee has received in full original version of the following documents that are satisfied to Assignee’s requirements at Assignee’s discretion, or such other date as the Parties hereto may mutually determine:

(a) All documents stipulated in Section 2.01 of this Contract;

(b) All documents stipulated in Section 4.06(a) and 4.06(b) of this Contract;

(c) [] for incorporating Assignee, granted by [][] Committee, which is accepted by Assignee;

(d) [] of Elimination of Mortgage and Pledge of Assets and Land [] from []Branch of [] of [];

(e) Construction Permit [] dated 25 December [] and all annexes and amendments thereof if any;

(f) original Minutes on Check of Construction, which is required by Construction Permit [] and signed by []Department of Construction;

(g) Decision to lease the Land Site from [][] Committee to Assignee;

(h) Written notice of []Branch of [] of [], addressed to and in the name of Assignee and Assignor, notifying that Outstanding Loans of Assignor has been fully paid from Deposit Account of Assignee, and that all Assets of Assignor are free for sale, assignment, transfer and delivery to Assignee.

5.02 Ownership of Assets. On the Closing Date, all Assets irrevocably belong to ownership and exclusive right of Assignee without any obstacles, restrictions or interference by Assignor or any third parties, including []ese relevant authorities.

6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows, which representations and warranties are, as of the Signing Date of this Contract, and will be, as of the Closing Date, true, complete and correct:

6.01 Organisation of Assignor. Assignor is a company duly established, validly existing and in good standing under the laws of [].

6.02 Subsidiaries. Assignor does not have any Subsidiaries that are used in the conduct of the Business or that own any of the Assets. Assignor has no direct or indirect stock or other equity or ownership interest (whether controlling or not) in any corporation, association, partnership, joint venture or other entity relating to the Business.

6.03 Authorization. Assignor has full power and authority (including full corporate power and authority) to execute and deliver this Contract and to perform its obligations herein, subject to approval of []Branch of [] of [] on release and elimination of any and all Assets and Land [], which are mortgaged and pledged at []Branch of [] under the Agreement on Settlement of Outstanding Loans and Elimination of Mortgage and Pledge of Assets. Without limiting the generality of the foregoing, the Board of Members and Board of Directors of Assignor have duly authorized the execution, delivery, and performance of this Contract by Assignor. This Contract constitutes the valid and legally binding obligation of Assignor, enforceable in accordance with its terms and conditions. Assignor has all requisite power and authority, and has taken all corporate and personal action necessary, to own, lease and operate the Assets, and to conduct the Business as it is presently being conducted.

6.04 Assets. Assignor will obtain and transfer at the Closing Date valid title to the Assets and upon the consummation of the transactions contemplated hereby, Assignee will acquire valid title to all of the Assets, free and clear of any Encumbrances or restrictions on transfer. The tangible Assets are free from defects (latent and patent), have been maintained in accordance with normal industry practice and are in good operating condition and repair (ordinary wear and tear excluded), and ready and useable for the operations as contemplated.

6.05 Contracts and Commitments.

(a) Contracts. Section 6.05(a) sets forth a complete and accurate list of all Contracts of the following categories:

(i) contracts not made in the ordinary course of business;

(ii) employment contracts and severance agreements, including, without limitation, Contracts that will result in the payment by, or the creation of any commitment or obligation (absolute or contingent) to pay on behalf of Assignee or Assignor any severance, termination, or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Contract;

(iii) labor or union contracts;

(iv) contracts related to any of the Asset Rights;

(v) distribution, franchise, license, sales or commission contracts;

(vi) partnership, joint venture or other agreements or arrangements involving sharing of profits, expenses, or assets;

(vii) contracts or commitments to sell, lease or dispose of assets other than in the ordinary course of business;

(viii) contracts containing covenants limiting the freedom of Assignor to engage in any line of business or compete with any person;

(ix) contracts involving expenditures or liabilities, actual or potential, in excess of $[] or otherwise material to the Business or the Assets; and

(x) governmental or regulatory permits required to conduct the Business as presently conducted.

Assignor has delivered to Assignee true, correct and complete copies of all of such Contracts, including without limitation, the Assumed Contracts, including all amendments and supplements thereto.

(b) Absence of Breaches or Defaults. All of the Assumed Contracts are legal, valid, binding, and enforceable in accordance with their terms and are in full force and effect. Assignor has duly performed all of its obligations under the Assumed Contracts to the extent those obligations to perform have accrued, and no violation of, or default or breach under any Assumed Contracts by Assignor or, to the knowledge of Assignor, any other party has occurred and neither Assignor nor, to the knowledge of Assignor, any other party has repudiated any provisions thereof.

6.06 No Conflict or Violation. Neither the execution, delivery or performance of this Contract nor the consummation of the transactions contemplated hereby, nor compliance by Assignor with any of the provisions hereof, will (a) violate or conflict with any provision of the Business Registration or bylaws of Assignor, (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the Assets under, any of the terms, conditions or provisions of any Contracts or Supply Contracts, indebtedness, note, bond, indenture, security or pledge agreement, commitment, license, lease, franchise, Permits, agreement, or other instrument or obligation (i) to which Seller is a party or (ii) by which the Assets are bound, (c) violate any statute, rule, regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree or award, or (d) impose any Encumbrance, restriction or charge on the Assets or the Business except in the case of each of subparagraph (b), (c) and (d) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, in the aggregate would not have a material adverse effect on the Assets, the Business or on the ability of Assignor to consummate the transactions contemplated hereby, or (e) require any notice to, declaration, filing or registration with, or authorization, consent or approval of, or permit from, any []ese governmental or regulatory body or authority, or any other person or entity.

6.07 Books and Records. Assignor has made and kept (and given Assignee access to) Books and Records, which, in reasonable detail, accurately and fairly reflect the activities of the Business. Assignee acknowledges that it is not entitled to review or obtain any books and records of the Assignor which do not relate to the Business or transactions contemplated in this Contract.

6.08 Litigation. Assignor represents and warrants that there is no action, order, writ, injunction, judgment or decree outstanding or any claim, suit, litigation, proceeding, labor dispute, arbitral action, governmental audit or investigation (collectively, “Actions”) pending, or to the best of Assignor’s knowledge, threatened or-anticipated (a) against, related to or affecting the Business or the Assets, or, with respect to the Business or the Assets, Assignor or any employees, officers or directors of Assignor as such, (b) seeking to delay, limit or enjoin the transactions contemplated by this Contract or (c) in which Assignor is a plaintiff and related to or affecting the Business or the Assets, including any derivative suits brought by or on behalf of Assignor. Assignor is not in default with respect to or subject to any judgment, order, writ, injunction or decree of any court or governmental agency, and there are no unsatisfied judgments against the Business or the Assets or against Assignor in connection with the Business or the Assets. There is not a reasonable likelihood of an adverse determination of any pending Action which may have a material adverse effect on the Assignor or the Business.

6.09 Labor Matters.

(a) Termination of Labor Contracts. Assignor hereby represents and commits to terminate all labor contracts, including any “actual” employment relationship with Assignor by _________________, and settle all Employment Benefit Plan to those employees, including former employees in accordance with the []of [] prior to or on the date of liquidation of land lease by Assignor with []Department of Natural Resources and Environment. Procedures for termination of labor contracts and “actual” employment relationship between Assignor and employees must be strictly complied with the []of []. Procedures for and announcement of termination must be first reviewed by Assignee beforehand but Assignor agrees that Assignee will not resume or take any responsibilities for that review. Assignor hereby commits not, prior to, during and after any and all steps of processes of and procedures for termination, to make or cause to be understood by employees or any state authorities of [] that Assignee will commit, receive, recruit or employ any of those employees who are or will be terminated by Assignor, prior to, during and after any and all steps of processes of and procedures for termination of employment contracts and “actual” employment relationship with Assignor. All Employment Benefit Plan made to all employees shall be in the sole account of Assignor. Assignor agrees that Assignee may offer employment to any of those employees of Assignor prior to termination by Assignor of employment contracts with its employees.

(b) Labor Recruiting Plan. Assignee would consider giving priority to recruit and employ employees working for Assignor and workforce in []province to work at the Factory of Assignee. Employment of employees of Assignor and workforce in []province shall be considered to be undertaken in accordance with labor recruiting plan (“Labor Recruiting Plan”) which is sole decided by Assignee and shall only be relevant to any employee who passed the examination or test conducted by Assignor. Assignor acknowledges and recognises that Assignee is not obliged to employ any employees of Assignor.

6.10 Liabilities. With respect to the Assets, Assignor shall take its own responsibilities to settle any and all liabilities, obligations or commitments of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether matured or unmatured), including, without limitation, Tax and Fee liabilities due or to become due, except liabilities, obligations or commitments reflected on or reserved against on the Balance Sheet dated _________________ or incurred in the ordinary course of Business since _________________to the Closing Date specified hereof.

6.11 Compliance with [] Law. Assignor hereby represents and warranties to strictly comply with []ese law applicable to the transactions contemplated in this Contract, Agreement on Settlement of Outstanding Loans and Elimination of Mortgage and Pledge of Assets, any Contract, Supply Contracts, employment contracts, loan contracts and all other contracts signed by Assignor prior to the Signing Date of this Contract.

6.12 No Other Agreements to Sell the Assets. Neither Assignor nor any of its officers, directors, shareholders or Subsidiary have any commitment or legal obligation, absolute or contingent, to any other person or firm other than the Assignee to sell, assign, transfer, dispose of or license any of the Assets or to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing.

6.13 Social and Medical Insurance Funds. Assignor shall be responsible for settling all outstanding social and medical insurance of its employees, which are due and payable by it to its employees and social and medical insurance fund in []province. Assignor does hereby commit that the Purchase Price paid to it under this Contract shall be given priority for payment of all outstanding amounts of social and medical insurance prior to the Closing Date specified herein or within any duration prescribed by []governmental agencies.

7. COVENANTS OF ASSIGNOR AND ASSIGNEE

Assignor and Assignee each covenants with the other as follows:

7.01 Further Assurances. Upon the terms and subject to the conditions contained herein, each of the Parties hereto agrees, both before and after the Closing Date, (i) to take, or cause to be taken, all actions and to do, or cause to be done, all reasonable things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Contract; (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the transactions contemplated hereunder, and (iii) to cooperate with each other in connection with the foregoing.

7.02 Notification of Certain Matters. From the Signing Date hereof through the Closing Date, Assignor shall give prompt notice to Assignee of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Contract or in any annex hereto to be untrue or inaccurate in any respect and (b) any failure of Assignor or any of its representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Contract or any annex hereto; PROVIDED, HOWEVER, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition.

7.03 Conduct of Business. From the Signing Date hereof through the Closing Date, Assignor shall, except as contemplated by this Contract, operate the Business in the ordinary course of the Business and in accordance with past practice and will not take any action inconsistent with this Contract or with the consummation of the Closing Date.

7.04 Release of Security Interest. Assignor shall be responsible for delivering to Assignee a written release by the holders of all security interests or other liens on the Asset rights as soon as possible from the Signing Date hereof but no later than the Closing Date.

7.05 Return of Documents.

(a) Return of Original Value-Added Tax Invoices. As soon as possible within seven (7) working days from the Closing Date, Assignee shall return to Assignor original value-added tax invoices and vouchers related to Assets (not including Land [] []) released by []Branch of [] of []. Assignor shall, not later than four (4) working days from the date its receipt of original value-added tax invoices and vouchers from Assignee, carry out necessary actions to provide Assignee with notarised photocopy of all of such returned original value-added tax invoices and vouchers to Assignee.

(b) Return of Land []. Assignee shall return the original Land [] [] directly to []Department of Natural Resources and Environment for receiving the land [] [] of the Land Site in Assignee’s name. Assignee shall not return the original Land [] [] to Assignor, except otherwise specifically required by []Department of Natural Resources and Environment or other competent authorities in []province.

(c) Return of Other Documents. Any claim for return of any original documents related to Assets other than those mentioned in Section 7.05(a) and 7.05(b) above shall not be accepted by Assignee.

7.06 Waiver. If any document which is required in Annex D and or this Contract to be provided by Assignor to Assignee can not be properly provided by Assignor prior to or on the Closing Date of this Contract, at reasonable explanation and proposal by Assignor in writing, Assignee may consider to waive its requirements on supply of that document, subject to the sole consideration and decision of Assignee, which is not an obligation of Assignee to consider and accept Assignor’s proposal.

8. VIOLATIONS

8.01 Violation of this Contract. Assignor agrees and acknowledges that if any of the following cases of violations stipulated in this Section 8.01 occurs for any reasons and in whatever form of violation under the sole assessment and view of Assignee, Assignee and []Branch of [] of [] shall be fully entitled to deal with the Assets, Factory and Land [] of Assignor in accordance with the relevant provisions set out in Agreement on Settlement of Outstanding Loans and Elimination of Mortgage and Pledge of Assets without written prior consent or consultation with Assignor, to which, Assignee shall have full ownership right over and in connection with all Assets and Factory of Assignor after agreement with []Branch of [] of [], and shall be entitled to land [] to land area and location of Assignor in accordance with decision on withdrawal and grant to lease by [][] Committee.

(a) Assignor is in breach of any term and condition set out in this Contract and or any of the Ancillary Agreements;

(b) Assignor refuses or fails to implement any or all terms and conditions set out in this Contract and or any of the Ancillary Agreements;

(c) Assignor fails to actively cooperate with, or refuse to cooperate with []Bank of [] and or Assignee for fulfillment of this Contract and or any of the Ancillary Agreement;

(d) Assignor is in breach of []ese law, including but is not limited to any violation on tax obligations to the State of [] or benefits and rights of employees of Assignor, which that violation would adversely affect or result in non-performance of this Contract and or any of the Ancillary Agreement;

(e) Assignor declares, announces or file application for dissolution, temporary suspension or suspension of operations of its company named herein;

(f) Assignor declares, announces or file application for bankruptcy of its company named herein or causes its company named herein claimed, sued or faced to request for bankruptcy, which is submitted by any person or entity, which Assignor can not arrange for that request be withdrawn within thirty (30) days from the effective date of that request.

8.02 Settlement of Assets and Land []s. Assignor agrees that if any of the cases of violation as mentioned in Section 8.01 above occurs, Additional Contingent Payment shall be used by Assignee for paying the Outstanding Loans of Assignor to []Branch of [] of [] in accordance with agreement with []Branch of [] of [] without any written prior consent or consultation with Assignor in order to affect the change in possession and right to use over and in connection with Assets, Factory and Land [] from the name of Assignor to the name of Assignee.

8.03 Assignor agrees and commits that if any of the cases of violation as mentioned in Section 8.01 occurs, Assignor shall not claim, prevent Assignee and []Branch of [] of [] from carrying out their rights in accordance with Section 8.01 and 8.02 above and other terms and conditions of this Contract and any of the Ancillary Agreements. Any claim or prevention undertaken by Assignor in such a case shall not be valid to Assignee and []Branch of [] of [] and relevant state authorities of [].

9. RISK OF LOSS

9.01 Risk of Loss. From the Signing Date hereof through the Closing Date, all risk of loss or damage to the Assets shall be borne by Assignor, and thereafter shall be borne by Assignee.

10. ACTIONS BY ASSIGNOR AND ASSIGNEE AFTER THE CLOSING

10.01 Delivery of Assets and Factory. Assignor and Assignee agree that they will fully and actively cooperate with each other for complete delivery of Assets, Land [], Land Site and other documents as specified in this Contract to Assignee after the Closing Date. Assignor further agrees that it will fully and actively cooperate with Assignee for resolving any issues at request of []ese relevant authorities, which relates to the Assets or transactions contemplated in this Contract and which relates to Assignor or requires involvement or participation of Assignor.

10.02 Survival of Representations, etc. All statements contained in this Contract or in any document, papers, [], annex, instrument or conveyance delivered by or on behalf of a Party pursuant to this Contract or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties made by that Party pursuant to this Contract. The representations, warranties, covenants and agreements of Assignor and Assignee contained herein shall survive the consummation of the transactions contemplated hereby and the Closing Date, without regard to any investigation made by any of the Parties hereto.

10.03 Indemnification. Assignor shall indemnify, save and hold harmless Assignee, its affiliates and subsidiaries, and its and their respective representatives, from and against any and all costs, losses (including, without limitation, diminution in value), Tax, Fee, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with []ese law (including, without limitation, any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Assignor in or pursuant to this Contract; (ii) any breach of any covenant or agreement made by Assignor in or pursuant to this Contract; (iii) any Excluded Liability; or (iv) any and all actions, suits, proceedings, demands, judgments, assessments and reasonable costs and expenses incident to any of the foregoing.

11. TAXES AND FEES

11.01 Assignor’s Tax and Fee Obligations. All Taxes and Fees imposed upon or applicable to the assignment, transfer, sale, delivery of any and all Assets and the transactions contemplated herein, including assignment taxes and fees, import duties, land rentals, corporate income taxes, personal income taxes, contractor’s taxes, registration fees (applicable to any registration fee incurred to any of Assets, Factory, Land [] prior to the execution of this Contract), duties, etc. shall be borne by Assignor. Assignor agrees that apart from the Purchase Price stipulated herein, Assignee shall not be required to pay any additional amount in whatever nature and form. Assignor further agrees that if Assignee receives or is required by []ese relevant authorities for payment of any tax amount related to the assignment, transfer, sale, delivery of any and all Assets and the transaction contemplated herein, Assignee shall notify such []ese relevant authorities of Assignor’s obligations established herein and Assignor shall strictly comply with request of such []ese relevant authorities in accordance with []ese law.

11.02 Tax Imposed on Assignment of Assets. Notwithstanding the provisions set forth in Section 11.01 above, any and all taxes imposed upon the sale, assignment, transfer or delivery and any income generated from that sale, assignment, transfer or delivery of Assets and any transaction contemplated herein will be pay by Assignor (“Transferring Tax”).

11.03 Customs Taxes/Fees. Assignor hereby commits to settle all outstanding customs Taxes, Fees in respect of any Assets as of the Closing Date specified herein.

11.04 Infrastructure Fee. Assignee shall agree to pay infrastructure fee (“Infrastructure Fee”) to []governmental agency or any organisation, company developing the infrastructural areas within which the Land Site is located.

11.05 Commitment to Pay Taxes and Fees. Assignor does hereby commit to use Purchase Price for first settlement of all its outstanding Taxes and Fees to the relevant state authorities in []province.

12. EFFECTIVE DATE AND PRIORITY IN VALIDITY

12.01 Effective Date. This Contract shall become effective in full on either of the following dates whichever comes later and when all of the hereunder conditions have been satisfied:

(a) date on which the [] of Registration of Elimination of Mortgage and Pledge of Assets and Land [] is issued by competent secured transaction registry of [] or in []province;

(b) date on which the Assignor’s BOM Approval is issued;

(c) date on which this Contract is fully signed by Assignor and Assignee;

(d) date on which all Conditions Precedent have been fully satisfied.

12.02 Priority in Validity. In case there is any discrepancy among the terms and conditions of this Contract and any of the Ancillary Agreements as mentioned in Section 1.02 hereof, the terms and conditions of this Contract shall prevail for explanation, interpretation and settlement of any dispute arising out of or in connection with the sale, assignment, transfer, delivery and transactions contemplated in this Contract.

13. MISCELLANEOUS

13.01 Termination. This Contract may be terminated at any time prior to or on the Closing Date when Assignee is not decided by [][] Committee to lease the Land Site, PROVIDED, HOWEVER ALWAYS, THAT Assignor will not have the right to unilaterally terminate this Contract from the moment the amount of Initial Payment as set forth in Section 4.06(a) hereof has been made to it.

13.02 Refund of Amount under Initial Payment. In termination, Assignor is not entitled to any part of the Purchase Price set forth in Section 4.04 herein. Any portion of amount under the Purchase Price, which has been paid to Assignor under this Contract, must be refunded to Assignee no later than ten (10) days from the termination herein.

14. ASSIGNMENT

14.01 Non-Assignability. Neither this Contract nor any of the rights or obligations hereunder may be assigned by Assignor without the prior written consent of Assignee; except that Assignee may, without such consent, assign all such rights and obligations to a direct or indirect wholly-owned subsidiary of (or any partnership controlled by) []; PROVIDED that such assignment shall not relieve Assignor of any of its obligations hereunder. Subject to the foregoing, this Contract shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, and no other person shall have any right, benefit or obligation under this Contract as a third party beneficiary or otherwise.

15. NOTICES

15.01 Notices. All notices, requests, demands and other communications which are required or may be given under this Contract shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to:

(a) If to Assignor, addressed to:

_________________
_________________
[]province
[]
Fax: _________________
Attention: _________________
Position: Director

(b) If to Assignee, addressed to:

_________________.
_________________
[]Province
[]
Attention: _________________
Position: _________________

With a copy to Assignee’s local counsel at:

—————————–

or to such other place and with such other copies as either Party may designate as to itself by written notice to the others.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.01 Governing Law. This Contract shall be construed, interpreted in accordance with the laws of [].

16.02 Dispute Resolution. Any dispute arising out of or in connection with this Contract shall first be resolved through conciliation and amicable way among the Parties hereto. Failure to this will entitle any Party hereto to bring the dispute to either of the following body at the sole discretion of the claiming Party:

(a) The court of competent jurisdiction of [];

(b) The []of [] ([]) in accordance with its rules of arbitration. The claiming Party shall be entitled to appoint arbitrator in accordance with rules of [].

17. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS

17.01 Entire Agreement. This Contract and the Ancillary Agreements, together with all annexes hereto and thereto, constitute the entire agreement among the Parties pertaining to the subject matters hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

17.02 Amendments and Waivers. This Contract may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto. No amendment, supplement, modification or waiver of this Contract shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any of the provisions of this Contract shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

18. MULTIPLE COUNTERPARTS

18.01 Multiple Counterparts. This Contract is executed in six (6) original copies each in English and []ese languages. Assignee shall keep four (4) original copies each in English and []ese languages. Assignor shall keep one (1) original copy each in English and []ese languages. []Branch of Bank shall keep one (1) original copy each in English and []ese languages for Investment and Development of []. All versions are of the sale validity. In case there is any discrepancy between the English and []ese versions, the English version shall prevail.

19. INVALIDITY AND TITLES

19.01 Invalidity. In the event that any one or more of the provisions contained in this Contract or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by []ese law, such invalidity, illegality or unenforceability shall not affect any other provision of this Contract or any other such instrument.

19.02 Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed, by their respective officers thereunto duly authorized, all as of the Signing Date hereof.

Assignee )
_________________ )
Lot 1, [] []
[] town
[]province, [] )
)
)
) _______________________________
Name: []
Position: _________________

– and –

Assignor )
_________________ )
Lot 1, [] [] )
[] town
[]province, [] )
)
) _______________________________
Name: _________________
Position: Director