INTERNATIONAL RELIEF AND DEVELOPMENT, INC

							                            INTERNATIONAL RELIEF AND DEVELOPMENT, INC. (IRD)

                                             BOOKING NOTE

JULY 2003
APPLICABLE TO SECTION 416(B) PROGRAM
CONTAINERIZED BAGGED NFD MILK CARGOES

DATE:____________________

INVITATION NO.: _________________

USDA KCCO INVITATION NO. ___________

SHIPPER: INTERNATIONAL RELIEF AND DEVELOPMENT, INC.

CARRIER: ___________________________________

CARRIER'S AGENT: ____________________________

FREIGHT FORWARDER/SHIPPER'S AGENT: ___________________________

COMMODITY: _______________________

PACKAGING: ______________________

CARGO QUANTITY: ______________________

LOAD PORT: __________________

INTERMODAL PLANT LOCATION: _____________

DISCHARGE PORT(S): ________________

COMMODITY SUPPLIERS SHIPPING DATES (INTERMODAL PLANT LOCATION):
NOT EARLIER THAN (NET) ______________ AND NOT LATER THAN (NLT) _____________

VESSEL NAME:

FLAG:

TYPE OF SERVICE:

VESSEL ITINERARY:

FREIGHT DOMESTIC:

OCEAN FREIGHT:

TOTAL FREIGHT:

SPECIAL REQUIREMENTS:

COMMISSIONS:

NOTWITHSTANDING ANY PROVISIONS IN THE ON-BOARD BILL OF LADING AND/OR ANY OTHER DOCUMENT
EVIDENCING OR RELATING TO THE AGREEMENT BETWEEN THE CARRIER AND THE SHIPPER, THE TERMS AND
CONDITIONS OF THIS BOOKING NOTE SHALL GOVERN THE TERMS OF CARRIAGE OF THIS SHIPMENT; AND ANY
PROVISION IN ANY SUCH DOCUMENT WHICH ADDS TO OR VARIES THE RIGHTS, RESPONSIBILITIES OF THE PARTIES
OR IMMUNITIES OF THE PARTIES SHALL BE VOID AND OF NO EFFECT UNLESS OTHERWISE PROVIDED IN THIS
CONTRCT. THE ATTACHED CLAUSES __ TO __ (BOTH INCLUSIVE) ARE CONSIDERED FULLY INCORPORATED IN THIS
BOOKING NOTE.
SIGNATURE (SHIPPER)                          SIGNATURE (CARRIER)




BY: _________________________________         BY: ___________________________________



DATE:________________________________         DATE:__________________________________




1. LOADING TERMS (INTERMODAL PLANT POINT OF ORIGIN):

   THE COMMODITY SUPPLIER SHALL BE RESPONSIBLE FOR LOADING THE CONTAINERS AT THE NAMED POINT OF
ORIGIN. THE CARRIER SHALL BE RESPONSIBLE FOR THE COSTS OF TRANSPORTATION FROM SAID NAMED POINT OF
LOADING TO THE U.S. PORT OF EXPORT AND THE COST OF LOADING THE CARGO ON BOARD THE OCEAN GOING
VESSEL.

2. DISCHARGING TERMS:

   THE CARGO IS TO BE DISCHARGED ACCORDING TO BERTH TERMS WITH NO DEMURRAGE/NO DESPATCH/NO
DETENTION.
   ONCE CONTAINER HAS BEEN DISCHARGED AND PLACED AT REST AT PORT OF DISCHARGE (CONTAINER YARD),
CARRIER IS TO PROVIDE ___________ (__) DAYS CONTAINER FREE TIME TO RECEIVERS WHO WILL MOVE
CONTAINERS TO LOCATIONS OUTSIDE THE PORT, STRIP THE CONTAINERS AND RETURN SAME TO DISCHARGE PORT
(CONTAINER YARD) AT RECEIVERS' TIME, RISK AND EXPENSE. CONTAINER DEMURRAGE RATE IS $ ___________
AND IS TO BE APPLICABLE IF RECEIVERS FAIL TO STRIP AND RETURN CONTAINERS WITHIN THE _______ (__)
DAYS FREE TIME ALLOTED.

3. CUSTOM CLEARANCE AT DISCHARGE PORT:

   THE RECEIVERS ARE FULLY RESPONSIBLE FOR CUSTOM CLEARANCE OF THE CARGO AT THE DISCHARGE PORT(S).

4. COMPLIANCE TO COMMODITY SUPPLIER'S LOAD CAPABILITIES:

   CARRIER MUST COMPLY WITH COMMODITY SUPPLIER'S LOAD AND CAPACITY CAPABILITIES. IF THE CARRIER
FAILS TO COMPLY WITH COMMODITY SUPPLIER'S LOAD CAPABILITIES, ANY COSTS INCURRED BY THE VENDOR/USDA
(CCC) INCLUDING BUT NOT LIMITED TO LIQUIDATED DAMAGES, STORAGE, WILL BE FOR CARRIER'S ACCOUNT. IF
CONTAINERS ARE TO BE PLACED AT THE COMMODITY SUPPLIER'S PLANT, CARRIER MUST ENSURE THAT CONTAINERS
ARE PLACED AT THE PLANT BY THE COMMENCEMENT OF THE COMMODITY SUPPLIER'S SHIPPING PERIOD AND SUPPLY
CONTAINERS ON A CONTINUOUS BASIS UNTIL THE COMMODITY SUPPLIER FULFILLS HIS CONTRACT QUANTITY OR AS
OTHERWISE MUTUALLY AGREED BETWEEN CARRIER AND COMMODITY SUPPLIER PROVIDED ALL CARGO IS DELIVERED
WITHIN THE COMMODITY SUPPLIER'S SHIPPING PERIOD. IF COMMODITY SUPPLIER FAILS TO DELIVER ALL OF THE
CARGO WITIHIN THE SHIPPING PERIOD, THEN COMMODITY SUPPLIER IS TO BE RESPONSIBLE FOR ANY DEMURRAGE
OR DETENTION THAN MAY OCCUR ON TRUCKS/CONTAINERS/TRAILERS/BARGES OR RAIL CARS OR DEADFREIGHT ON
VESSEL.

5. GENERAL AVERAGE:

   SHOULD GENERAL AVERAGE CONDITIONS ARISE, INTERNATIONAL RELIEF AND DEVELOPMENT, INC. (SHIPPER)
SHALL ASSIGN THEIR RIGHTS TO THE USDA/DEBT MANAGEMENT SECTION, WHO IN TURN SHALL CONTRIBUTE WITH
THE OWNERS IN GENERAL AVERAGE TO THE PAYMENT OF ANY SACRIFICES, LOSSES OR EXPENSES OF A GENERAL
AVERAGE NATURE THAT MAY BE INCURRED INCLUDING SALVAGE AND SPECIAL CHARGES INCURRED IN RESPECT TO
THE GOODS. IF A SALVING SHIP IS OWNED OR OPERATED BY THE OWNERS, SALVAGE SHALL BE PAID FOR AS
FULLY AS IF THE SAID SALVING SHIP OR SHIPS BELONGED TO STRANGERS. GENERAL AVERAGE SHALL BE PAYABLE
ACCORDING TO YORK/ANTWERP RULES, 1990. CARGO TO BE RELEASED WITHOUT GENERAL AVERAGE SECURITY.

6. VESSEL SUBSTITUTION:

   VESSEL SUBSTITUTIONS MUST BE APPROVED BY THE SHIPPER AND USDA AND CARGO SHALL NOT BE LOADED INTO
UNAPPROVED SUBSTITUTE VESSELS.

7. NOTICES

   THE CARRIER SHALL NOTIFY THE SHIPPER OF THE VESSEL'S POSITION, STATUS AND ETA 21, 14, 7, 5 DAYS
AND 24 HOURS PRIOR TO THE SCHEDULED LOAD DATE, OR IN ACCORDANCE WITH SUCH OTHER SCHEDULE AS THE
SHIPPER MAY DIRECT. FAILURE TO PROVIDE SUCH REPORTS WILL BE CONSIDERED A BREACH OF THIS CONTRCT
AND MAY RESULT IN CANCELLATION OF THE BOOKING INCLUDING APPLICATION OF CLAUSE 8 (IN THE CASE OF 14
AND 7 DAY NOTICES) AT THE SHIPPER'S SOLE DISCRETION.

8. FAILURE TO LIFT CARGO:

   IN THE EVENT THE VESSEL FAILS TO LIFT ALL OR PART OF THE SHIPMENT AS ORIGINALLY BOOKED, THE
CARRIER SHALL BE RESPONSIBLE FOR ALL EXPENSES RESULTING FROM SUCH FAILURE INCLUDING BUT NOT LIMITED
TO PIER AND WAREHOUSE STORAGE, RAIL, TRUCK AND/OR BARGE DEMURRAGE, INSPECTION, FUMIGATION AND
DETERIORATION AND REPROCUREMENT COSTS.

9. DELAY IN VESSEL MEETING LOAD DATE:

   IF THE CARRIER DETERMINES THAT THE VESSEL ORIGINALLY SCHEDULED, OR A SUBSTITUTE VESSEL APPROVED
BY THE SHIPPER, WILL BE UNABLE TO LIFT THE CARGO WITHIN FIVE (5) DAYS OF THE CONTRACTED LOAD DATE,
THE CARRIER SHALL PROMPTLY NOTIFY THE SHIPPER AND PROPOSE A LATER LOAD DATE. THE SHIPPER SHALL
HAVE THE OPTION TO EITHER CANCEL THE BOOKING (IN WHICH CASE, CLAUSE 8 SHALL APPLY) OR ACCEPT THE
LATER LOAD DATE.

10. TRANSSHIPMENT:

    GOODS SHALL BE CARRIED BY NAMED VESSEL, OR APPROVED SUBSTITUTE, FROM LOADING PORT TO
DESTINATION AND SHALL NOT BE TRANSSHIPPED UNLESS SAID SERVICE WAS CONTRACTED FOR UNDER THIS BOOKING
NOTE OR PRIOR WRITTEN PERMISSION IS RECEIVED FROM THE SHIPPER. CONTAINERIZED SHIPMENTS SHALL HAVE
NO MORE THAN ONE TRANSSHIPMENT ENROUTE TO DISCHARGE PORT. IF THE CARGO IS TO BE TRANSSHIPPED, THE
ORIGINATING CARRIER SHALL ISSUE A THROUGH BILL OF LADING TO COVER THE ENTIRE MOVEMENT AND AGREE TO
ASSUME ALL RISK AND EXPENSE TO FINAL DESTINATION NOTWITHSTANDING ANY PROVISION OF THE BILL OF
LADING TO THE CONTRARY.

11. PORT OF EMBARKATION:

    THE CARGO TO BE TRANSPORTED UNDER THIS CONTRACT MUST BE LOADED ON BOARD THE VESSEL IN A UNITED
STATES PORT OR EMBARKATION, OR AS AUTHORIZED BY USDA.

12. CARGO RE-LET:
    CARRIER MAY RE-LET THE CARGO TO OTHER CARRIERS OR OPERATORS WITH THE APPROVAL OF THE SHIPPER
AND USDA.

13. DEVIATION IN MODE OF DELIVERY:

    CARRIER AGREES THAT ANY DEVIATION IN MODE OF DELIVERY (DIRECT, RELAY OR TRANSSHIPMENT) WITHOUT
THE PRIOR APPROVAL OF THE SHIPPER, WILL RESULT IN AN OCEAN FREIGHT REVISION TO THE LOWEST RATE
OFFERED FOR AN ACCEPTABLE MODE OF DELIVERY UNDER THE FREIGHT TENDER UNDER WHICH THIS CONTRACT WAS
MADE. FOR U.S. FLAG VESSELS ONLY: IF SERVICE PROVIDED UNDER THIS CONTRACT IS DEEMED BY THE U.S.
MARITIME ADMINISTRATION NOT TO BE U.S. FLAG SERVICE FOR CARGO PREFERENCE PURPOSES, THE CONTRACTED
RATE TO BE REDUCED TO THE LOWEST RESPONSIVE FOREIGN FLAG RATE. CARRIER AGREES TO REFUND THE AMOUNT
OF THIS REVISION, OR TO PERMIT THE DEDUCTION OF THE AMOUNT FROM ANY SUMS REMAINING TO BE PAID AND
DUE AND OWING, IN THE EVENT THAT A DEVIATION IS DISCOVERED AFTER PAYMENT IS MADE, IN WHOLE OR IN
PART.

14. U.S. CARRIAGE OF GOODS BY SEA ACT:

    IT IS MUTUALLY AGREED THAT THIS CONTRACT IS SUBJECT TO ALL THE TERMS AND PROVISIONS OF THE
CARRIAGE OF GOODS BY SEA ACT (46 U.S.C. 1300 ET SEQ.) UNLESS OTHERWISE PROVIDED IN THIS CONTRACT.
HOWEVER, IN CASE OF CLAIMS FOR LOSS, DAMAGE OR SHRINKAGE IN TRANSIT, OR ANY OTHER CLAIMS AGAINST
THE CARRIER, THE RULES AND CONDITIONS GOVERNING COMMERCIAL SHIPMENTS AND PROVISIONS OF THE CARRIAGE
OF GOODS BY SEA ACT OF 1936 SHALL NOT APPLY AS TO THE PERIOD WITHIN WHICH NOTICE THEREOF SHALL BE
GIVEN THE CARRIERS OR TO PERIOD WITHIN WHICH CLAIM THEREFORE SHALL BE MADE OR SUIT INSTITUTED.

15. CARGO DISPOSAL:

    SUBJECT TO THE PROVISIONS OF CLAUSE 14, AFTER LOADING ABOARD SHIP, THE CARRIER SHALL NOT
DISPOSE OF THE CARGO IN ANY MANNER EXCEPT BY DELIVERY TO THE CONSIGNEE AT THE SCHEDULED PORT(S) OF
DISCHARGE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE SHIPPER.

16. BOOKING NOTE CHANGES:

    ANY TERMS OR PROVISIONS INSERTED IN OR DELETED FROM THIS FORM BY THE CARRIER OR ITS AGENTS
SHALL BE NULL AND VOID UNLESS APPROVED IN WRITING BY THE SHIPPER.

17. PROVISIONS OF U.S. LEGISLATIVE ACTS:

    ALL THE TERMS AND CONDITIONS OF THIS CONTRACT ARE SUBJECT TO THE APPLICABLE PROVISIONS OF
SECTION 416 OF THE AGRICULTURAL ACT OF 1949, AS AMENDED, AND REGULATIONS ISSUED THEREUNDER, AS
AMENDED.

18. U.S. CUSTOMS COMPLIANCE:

    IN KEEPING WITH U.S. CUSTOMS' ENFORCED COMPLIANCE PROGRAM FOR OUTBOUND DOCUMENTATION, CARRIERS
ARE HEREBY NOTIFIED THAT ANY PENALTY ASSESSED AGAINST THE CARGO DUE IN WHOLE OR IN PART TO DELAY BY
CARRIER IN VERIFYING FINAL LOAD COUNT AND PROVIDING SAME TO SHIPPER'S FORWARDER, WILL BE SOLELY FOR
CARRIER'S ACCOUNT.

19. ISM COMPLIANCE:

    OWNERS GUARANTEE THAT THIS VESSEL COMPLIES FULLY WITH THE INTERNATIONAL SAFETY MANAGEMENT (ISM)
CODE, IF REQUIRED, AND IS IN POSSESSION OF A VALID DOCUMENT OF COMPLIANCE AND SAFETY MANAGEMENT
CERTIFICATE AND WILL REMAIN SO FOR THE ENTIRETY OF HER EMPLOYMENT UNDER THIS BOOKING NOTE. OWNERS
ARE TO PROVIDE SHIPPER WITH SATISFACTORY EVIDENCE OF COMPLIANCE IF REQUIRED
TO DO SO AND TO REMAIN FULLY RESPONSIBLE FOR ANY AND ALL CONSEQUENCES RESULTING DIRECTLY OR
INDIRECTLY FROM ANY MATTERS ARISING IN CONNECTION WITH THIS VESSEL AND THE ISM CODE.


20. COMPLIANCE WITH SECTION 408 OF THE U.S. COAST GUARD AUTHORIZATION ACT OF 1998:

    SECTION 408 OF THE COAST GUARD AUTHORIZATION ACT OF 1998, PUBLIC LAW 105-383 (46 U.S.C.,
PARAGRAPH 2302(E)), ESTABLISHES EFFECTIVE JANUARY 1, 1999, WITH RESPECT TO NON-U.S. FLAG VESSELS
AND OPERATORS / OWNERS, THAT SUBSTANDARD VESSELS AND VESSELS OPERATED BY OPERATORS / OWNERS OF
SUBSTANDARD VESSELS ARE PROHIBITED FROM THE CARRIAGE OF GOVERNMENT IMPELLED (PREFERENCE) CARGO(ES)
FOR UP TO ONE YEAR AFTER SUCH SUBSTANDARD DETERMINATION HAS BEEN PUBLISHED ELECTRONICALLY.
    THE CARGO COVERED BY THIS BOOKING NOTE IS A GOVERNMENT IMPELLED (PREFERENCE) CARGO. OWNER HAS
WARRANTED THAT THE VESSEL(S) AND THE OWNERS / OPERATORS ARE NOT DISQUALIFIED TO CARRY SUCH
GOVERNMENT IMPELLED (PREFERENCE) CARGO(ES). OWNER SHALL INDEMNIFY SHIPPER/USDA FOR ANY AND ALL
CONSEQUENCES INCLUDING BUT NOT LIMITED TO FINES AND/OR PENALTIES AND/OR LEGAL DEFENSE
AND/OR CARRYING CHARGES SHOULD EITHER VESSEL(S) AND/OR OWNERS / OPERATORS COVERED UNDER THIS
BOOKING NOTE BE OR BECOME DISQUALIFIED FOR CARRIAGE OF SUCH GOVERNMENT IMPELLED
(PREFERENCE) CARGOES REGARDLESS OF SHIPPER'S/USDA'S APPROVAL OF THE FREIGHT FIXTURE COVERED BY
THIS BOOKING NOTE.

21. WAR RISK PREMIUM:

    CARRIERS SHALL INCLUDE ALL ACTUAL AND ANTICIPATED WAR RISK INSURANCE PREMIUM IN THEIR OFFERED
RATES. OWNER BEARS THE RISK OF ANY INCREASE IN WAR RISK INSURANCE PREMIUM.

22. FREIGHT PAYMENT

    A.   IF THERE IS ANY FAILURE ON THE PART OF THE OCEAN CARRIER TO PERFORM THE CONTRACT AFTER THE
         VESSEL TENDERED AT THE LOADING PORT, THE SHIPPER OR ITS DESIGNATED AGENT SHALL
         BE ENTITLED TO INCUR ALL EXPENSES WHICH, IN THE JUDGMENT OF THE UNITED STATES DEPARTMENT OF
         AGRICULTURE/SHIPPER, ARE REQUIRED TO ENABLE THE VESSEL TO UNDERTAKE AND CARRY OUT HER
         OBLIGATIONS UNDER THIS BOOKING NOTE, INCLUDING THE EXPENSES FOR LIFTING ANY LIENS ASSERTED
         AGAINST THE VESSEL. SUCH EXPENSES MAY BE DEDUCTED FROM THE FREIGHT EARNED UNDER THE

         BOOKING NOTE NOTWITHSTANDING ANY PRIOR ASSIGNMENTS OF FREIGHT MADE BY THE OWNERS OR
         OPERATORS.

    B.   NOTICE OF ARRIVAL REQUIRED

   (1) PAYMENT OF ONE HUNDRED PERCENT (100%) OF FREIGHT WILL BE MADE IN ACCORDANCE WITH TERMS OF
THE BOOKING NOTE UPON SATISFACTORY NOTICE FROM THE INTERNATIONAL RELIEF AND DEVELOPMENT,
INC. OF THE VESSEL'S ARRIVAL AT FIRST PORT OF DISCHARGE. THIS NOTICE WILL BE A PART OF
DOCUMENTATION REQUIRED TO BE PRESENTED BY THE CARRIER AS A CONDITION TO PAYMENT.

   (2) A NOTICE OF ARRIVAL WILL NOT BE REQUIRED IN THE EVENT THE VESSEL IS LOST OR UNABLE TO
PROCEED TO DESTINATION AFTER COMPLETION OF LOADING BECAUSE OF DAMAGE CAUSED BY THE PERILS
OF THE SEA OR OTHER WATERS, COLLISION, STRANDING, JETTISON, WRECK, FIRE FROM ANY CAUSE, ACT
OF GOD, PUBLIC ENEMIES OR PIRATES, OR BY ARREST OR RESTRAINT OF PRINCES, RULERS OR PEOPLES
WITHOUT THE FAULT OF THE SUPPLIERS OF THE OCEAN TRANSPORTATION, WARS, PUBLIC DISORDERS,
CAPTURES OR DETENTIONS BY PUBLIC AUTHORITIES IN THE INTEREST OF PUBLIC SAFETY, PROVIDED THE
VESSEL OWNERS OR OPERATORS SUPPLY EVIDENCE SATISFACTORY TO THE SHIPPER OF SUCH DISABILITY.

   (3) THE NOTICE OF ARRIVAL MUST BE FURNISHED PROMPTLY BY THE INTERNATIONAL RELIEF AND
DEVELOPMENT, INC. OR ITS DESIGNATED AGENT AND MUST INCLUDE NAME OF VESSEL, NAME OF FIRST
PORT OF DISCHARGE AND DATE OF ARRIVAL.

    C. CCC IS REQUIRED TO ISSUE ALL PAYMENTS BY ELECTRONIC TRANSFER. EACH OCEAN CARRIER OR
COOPERATING SPONSOR SUBMITTING DOCUMENTS TO CCC FOR PAYMENT MUST PROVIDE, ON THEIR
LETTERHEAD AND SIGNED BY AN OFFICIAL OR AGENT OF THEIR COMPANY, THE NAME OF THE COMPANY, THE
BANK ABA NUMBER TO WHICH PAYMENT IS TO BE MADE, THE ACCOUNT NUMBER FOR THE COMPANY AT THE
BANK, THE COMPANY'S TAXPAYER IDENTIFICATION NUMBER AND THE TYPE OF ACCOUNT BEING USED.

    D. DOCUMENTATION REQUIRED FOR PAYMENT OR REIMBURSEMENT BY CCC.

   (1) ONE SIGNED COPY OF COMPLETED FORM CCC-512;

   (2) FOUR COPIES OF ORIGINAL "ON BOARD" BILLS OF LADING, INDICATING FREIGHT RATE AND SIGNED BY
ORIGINATING CARRIER;

   (3) VESSEL LOADING OBSERVATION CERTIFICATE

   (4) FGIS LETTER WITNESSING FUMIGATION AT LOADING PORT(S)
   (5) FOR ALL NON-CONTAINERIZED GRAIN CARGOES:

       ONE SIGNED COPY OF A "FEDERAL GRAIN INSPECTION SERVICE (FGIS) OFFICIAL STOWAGE EXAMINATION
CERTIFICATE" (VESSEL HOLD CERTIFICATE); AND

       ONE SIGNED COPY OF A NATIONAL CARGO BUREAU CERTIFICATE OF READINESS (VESSEL HOLD INSPECTION
CERTIFICATE); AND

          ONE SIGNED COPY OF A NATIONAL CARGO BUREAU CERTIFICATE OF LOADING.

   (6) FOR ALL CONTAINERIZED GRAIN AND GRAIN PRODUCTS AND NFD MILK, ONE SIGNED COPY OF A FGIS
CONTAINER CONDITION INSPECTION CERTIFICATE.

   (7) ONE SIGNED COPY OF BOOKING NOTE AND ADDENDA, IF ANY, THERETO COVERING OCEAN TRANSPORTATION
OF CARGO;

   (8) FOR CHARTER MOVEMENTS, A SIGNED NOTICE OF ARRIVAL AT FIRST DISCHARGE PORT, TO BE SUBMITTED
BY THE COOPERATING SPONSOR;

   (9) FOUR COPIES OF EITHER:

(A) A REQUEST BY THE COOPERATING SPONSOR FOR REIMBURSEMENT OF OCEAN FREIGHT OR OCEAN FREIGHT
DIFFERENTIAL, INDICATING AMOUNT DUE, ACCOMPANIED BY A CERTIFICATION FROM THE OCEAN CARRIER
THAT PAYMENT HAS BEEN RECEIVED FROM THE COOPERATING SPONSOR; OR

          (B) A REQUEST FOR DIRECT PAYMENT OF OCEAN FREIGHT TO THE OCEAN CARRIER, INDICATING AMOUNT
DUE; OR

          (C) A REQUEST FOR DIRECT PAYMENT OF OCEAN FREIGHT DIFFERENTIAL TO THE OCEAN CARRIER,
          ACCOMPANIED BY A CERTIFICATION FROM THE CARRIER THAT PAYMENT OF THE COOPERATING SPONSOR'S
          PORTION OF THE OCEAN FREIGHT HAS BEEN RECEIVED.

   (10) FOR ALL LINER CARGOES, A COPY OF THE TARIFF PAGE.

   (11) ONE COPY OF AGENT'S / BROKER'S COMMISSION(S) MARKED "PAID".

   (12) ONE COPY OF NCB CERTIFICATION AS PER CLAUSE 29 OF THE BOOKING NOTE, IF APPLICABLE.

23. CONTAINER CONDITION:

    IF CARGO IS CONTAINERIZED BY OWNER/CARRIER, OWNER/CARRIER MUST CERTIFY THAT EACH CONTAINER
UTILIZED TO LOAD NFD MILK CARGO IS IN WIND AND WATER TIGHT CONDITION, HAS A METAL FLOOR, IS NOT
MORE THAN TEN (10) YEARS OLD, AND IS NOT A SALVAGED CONTAINER OR MUSTERED OUT FROM REGULAR SERVICE.
AS A CONDITION OF PAYMENT, OWNER/CARRIER MUST PROVIDE A FGIS CONTAINER CONDITION INSPECTION
CERTIFICATE ATTESTING TO THE SATISFACTORY CONDITION OF CONTAINERS. CONTAINER INSPECTION IS TO BE
PERFORMED PRIOR TO LOADING NFD MILK CARGOES. NO CONTAINER MINIMUMS SHALL APPLY.

24. DELIVERY DELAY ASSESSMENT (INSERT APPLICABLE DATE IN CLAUSE BELOW):

    SHIPPER REQUIRES THAT THE CONTAINERIZED BAGGED NFD MILK CARGO ARRIVE AT FIRST OR SOLE DISCHARGE
PORT NOT LATER THAN ___________, 200_ .   SHIPPER WILL ASSESS LIQUIDATED DAMAGES OF TWO DOLLARS
($2.00), U.S. CURRENCY, PER METRIC TON IF ALL CONTAINERS HAVE NOT ARRIVED AT DISCHARGE PORT ON OR
BEFORE _______________, 20O_, AND SHIPPER WILL CONTINUE TO ASSESS LIQUIDATED DAMAGES FOR EACH AND
EVERY DAY'S DELAY UNTIL ALL CONTAINERS HAVE ARRIVED AT DISCHARGE PORT. DELIVERY DELAY ASSESSMENT,
IF ANY, WILL BE DEDUCTED FROM OCEAN FREIGHT PAYMENT.

25. VESSEL GEAR REQUIREMENTS:

    CARRIER IS TO PROVIDE ALL EQUIPMENT WHETHER ON-BOARD VESSEL OR SHORESIDE REQUIRED TO DISCHARGE
THE CONTAINERS.
26. COMPULSORY CRANE HIRE CHARGES AT DISCHARGE PORT(S), IF APPLICABLE, ARE FOR OWNERS' ACCOUNT.


    VESSELS ARRIVING WITH EXCESS DRAFT MAY BE SUBJECT TO FINES AT DISCHARGE PORT(S) AND SUCH FINES
WILL BE SOLELY FOR OWNERS' ACCOUNT IF LEVIED.

    OWNERS ARE RESPONSIBLE FOR VESSEL ARRIVING AT DISCHARGE PORT(S) MEETING THESE VESSEL
RESTRICTIONS.   ANY LIGHTENING REQUIRED AS A RESULT OF VESSEL'S FAILURE TO ARRIVE AT DISCHARGE PORT
IN ACCORDANCE WITH THESE STATED VESSEL RESTRICTIONS IS FOR OWNERS' TIME, RISK AND EXPENSE.
LIGHTENING, IF REQUIRED, TO BE ACCOMPLISHED IN THE TERRITORIAL WATERS OF THE COUNTRY WHERE CARGO IS
TO BE DISCHARGED AND TO BE CERTIFIED. LIGHTENING MUST BE INTO DAUGHTER VESSEL(S) WHICH MUST BE
SUITABLE TYPE VESSELS FOR CONTAINERIZED BAGGED NFD MILK, AND MUST MEET VESSEL RESTRICTIONS/GEAR
REQUIREMENTS FOR DISCHARGE PORT(S).

27. VESSEL TYPE RESTRICTIONS:

    NON-VESSEL OPERATING COMMON CARRIERS (NVOCC) MAY NOT BE EMPLOYED TO CARRY U.S. FLAG OR FOREIGN
FLAG SHIPMENTS.

28. FOREIGN FLAG VESSEL AGE / CLASSIFICATION:

    FOREIGN FLAG VESSELS SHOULD NOT BE OLDER THAN 20 YEARS AND MUST BE CLASSED HIGHEST IN LLOYD'S
REGISTER OR ITS EQUIVALENT. DATE OF ORIGINAL CONSTRUCTION, NOT REBUILT DATE, TO GOVERN.
ANY EXTRA INSURANCE DUE TO VESSEL'S AGE, IF INCURRED UNDER THE MARINE CARGO INSURANCE POLICY
COVERING THIS SHIPMENT, SHALL BE FOR CARRIER'S ACCOUNT.

29. SEALING OF OPENINGS TO CARGO SPACES:

    NON-LINER VESSELS 15 YEARS AND OLDER AND PUSH-MODE ITB UNITS MUST HAVE ALL OPENINGS TO CARGO
SPACES AND HATCHES' COVERS TIGHTLY SEALED WITH TAPE OR BY OTHER MEANS TO ASSURE WATER TIGHT
INTEGRITY. THE SEALING SHALL BE DONE TO THE SATISFACTION OF ATTENDING NCB SURVEYOR AS ATTESTED BY
A SPECIAL SURVEY. COST OF SEALING HATCH COVERS/OPENINGS TO CARGO SPACES AS WELL AS SPECIAL SURVEY
FEES SHALL BE FOR VESSEL OWNERS' ACCOUNT. SPECIAL SURVEY CERTIFICATE SHALL IN NO WAY DIMINISH
OWNER'S LIABILITY AND RESPONSIBILITIES TOWARD THE CARGO.

30. COMPLETION CARGOES:

    PART CARGOES OF PESTICIDES, POISONS, OR CHEMICALS HARMFUL TO NFD MILK ARE NOT PERMITTED TO BE
SHIPPED ON SAME VESSEL AS INTERNATIONAL RELIEF AND DEVELOPMENT, INC.'S SECTION 416(b) NFD MILK
CARGO(ES).

31. USDA NOTICES:

    THE FOLLOWING ARE INCORPORATED IN THIS BOOKING NOTE:

    (1)   THE UNITED STATES DEPARTMENT OF AGRICULTURE KANSAS CITY COMMODITY OFFICE'S GUIDELINES
          DATED DECEMBER 21, 1989 FOR CONTAINER, BARGE AND VESSEL HOLD INSPECTIONS IS HEREBY
          INCORPORATED.
    (2)   THE UNITED STATES DEPARTMENT OF AGRICULTURE KANSAS CITY COMMODITY
          OFFICE'S NOTICE TO THE TRADE AND THE AGENCY FOR INTERNATIONAL DEVELOPMENT'S
          MODIFICATIONS TO THE BOOKING GUIDELINES BOTH DATED JULY 5, 1996, REGARDING CHANGES IN
          THE VESSEL LOADING OBSERVATIONS PROCEDURE AND CLARIFICATION OF F.A.S. DELIVERY ARE
          HEREBY INCORPORATED.
    (3)   THE UNITED STATES DEPARTMENT OF AGRICULTURE HAS ISSUED A NOTICE TO THE TRADE,
          ENTITLED VESSEL LOADING OBSERVATION DATED FEBRUARY 26, 1999. THIS NOTICE IS HEREBY
          INCORPORATED.   THE NOTICE STATES THAT OCEAN CARRIERS OF ALL PROCESSED COMMODITIES
          WHICH ARE PROVIDED UNDER PL480 TITLES II AND III, SECTION 416(B) AND FOOD FOR
          PROGRESS, TO BE LOADED ON OR AFTER AUGUST 1, 1994 MUST ARRANGE TO HAVE SAID CARGO
          LOADINGS OBSERVED BY THE FEDERAL GRAIN INSPECTION SERVICE (FGIS) AS OUTLINED IN THE
          NOTICE. QUESTIONS REGARDING THIS REQUIREMENT OR COPIES OF THE NOTICE MAY BE OBTAINED
          FROM MR. STEVEN CLOSSON, AT THE U.S. DEPARTMENT OF AGRICULTURE, AGRICULTURAL
          STABILIZATION AND CONSERVATION SERVICE, TELEPHONE (202) 720-5074 OR MR. JOHN SHARPE
          AT FGIS TELEPHONE (202) 720-1732.
    (4)   THE UNITED STATES DEPARTMENT OF AGRICULTURE KANSAS CITY COMMODITY
          OFFICE'S NOTICE TO THE TRADE OF JULY 14, 1998 REGARDING CARRIER RESPONSIBILITY IN
          ARRANGING AND PAYING FOR VESSEL LOADING OBSERVATIONS IS HEREBY INCORPORATED.
    (5)   THE UNITED STATES DEPARTMENT OF AGRICULTURE KANSAS CITY COMMODITY OFFICE'S GUIDELINES FOR
          "CLAIMS FOR OVER, SHORT AND DAMAGED CARGO DOCUMENTATION".
    (6)   THE UNITED STATES DEPARTMENT OF AGRICULTURE KANSAS CITY COMMODITY OFFICE WILL PURSUE
          RECOVERY OF ANY CARGO LOSS AND/OR CARGO DAMAGE CLAIM ARISING FROM THIS SHIPMENT.
    (7)   COMMODITY, LOAD PORT AND INTERMODAL POINT ABBREVIATIONS AS PER USDA FORM KC-362. DELIVERY
          TERMS PER USDA NOTICE TO THE TRADE APRIL 5, 1995.


32. BOTH-TO-BLAME COLLISION CLAUSE:

    IF THE LIABILITY FOR ANY COLLISION IN WHICH THE VESSEL IS INVOLVED WHILE PERFORMING THIS BILL
OF LADING FAILS TO BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA, THE
FOLLOWING CLAUSE SHALL APPLY:

      IF THE SHIP COMES INTO COLLISION WITH ANOTHER SHIP AS A RESULT OF THE NEGLIGENCE OF THE
OTHER SHIP AND ANY ACT, NEGLECT OR DEFAULT OF THE MASTER, MARINER, PILOT OR THE
SERVANTS OF THE CARRIER IN THE NAVIGATION OR IN THE MANAGEMENT OF THE SHIP, THE OWNERS
OF THE GOODS CARRIED HEREUNDER WILL INDEMNIFY THE CARRIER AGAINST ALL LOSS OR LIABILITY
TO THE OTHER OR NON-CARRYING SHIP OR HER OWNERS IN SO FAR AS SUCH LOSS OR LIABILITY
REPRESENTS LOSS OF, OR DAMAGE TO, OR ANY CLAIM WHATSOEVER OF THE OWNERS OF SAID GOODS,
PAID OR PAYABLE BY THE OTHER OR NON-CARRYING SHIP OR HER OWNERS TO THE OWNERS OF SAID
GOODS AND SET OFF, RECOUPED OR RECOVERED BY THE OTHER OR NON-CARRYING SHIP OR HER
OWNERS AS PART OF THEIR CLAIM AGAINST THE CARRYING SHIP OR CARRIER.

    THE FOREGOING PROVISIONS SHALL ALSO APPLY WHERE THE OWNERS, OPERATORS OR THOSE IN CHARGE OF ANY
SHIP OR SHIPS OR OBJECTS OTHER THAN, OR IN ADDITION TO, THE COLLIDING SHIPS OR OBJECTS ARE AT FAULT
IN RESPECT TO A COLLISION OR CONTACT.

33. PROTECTION & INDEMNITY (P & I) BUNKERING CLAUSE:

    THE VESSEL, IN ADDITION TO ALL OTHER LIBERTIES, SHALL HAVE LIBERTY, AS PART OF THE CONTRACT
VOYAGE AND AT ANY STAGE THEREOF, TO PROCEED TO ANY PORT OR PORTS WHATSOEVER, WHETHER SUCH PORTS ARE
ON OR OFF THE DIRECT AND/OR CUSTOMARY ROUTE OR ROUTES TO THE PORTS OF LOADING OR DISCHARGE NAMED IN
THIS BOOKING NOTE, AND THERE TAKE OIL BUNKERS IN ANY QUANTITY IN THE DISCRETION OF OWNERS EVEN TO
THE FULL CAPACITY OF FUEL TANKS, DEEP TANKS AND ANY OTHER COMPARTMENT IN WHICH OIL CAN BE CARRIED,
WHETHER SUCH AMOUNT IS OR IS NOT REQUIRED FOR THE VOYAGE.

34. CHAMBER OF SHIPPING WAR RISK CLAUSES:

    1. NO BILLS OF LADING TO BE SIGNED FOR ANY BLOCKADED PORT AND IF THE PORTS OF DISCHARGE BE
DECLARED BLOCKADED AFTER BILLS OF LADING HAVE BEEN SIGNED, OR IF THE PORT TO WHICH THE SHIP HAS
BEEN ORDERED TO DISCHARGE EITHER ON SIGNING BILLS OF LADING OR THEREAFTER BE ONE TO WHICH THE SHIP
IS OR SHALL BE PROHIBITED FROM GOING BY THE GOVERNMENT OF THE NATION UNDER WHOSE FLAG THE SHIP
SAILS OR BY ANY OTHER GOVERNMENT, THE OWNER SHALL DISCHARGE THE CARGO AT ANY OTHER PORT COVERED BY
THIS BOOKING NOTE AS ORDERED BY THE SHIPPER (PROVIDED SUCH OTHER PORT IS NOT A BLOCKADED OR
PROHIBITED PORT AS ABOVE MENTIONED) AND SHALL BE ENTITLED TO A FREIGHT AS IF THE SHIP HAS
DISCHARGED AT THE PORT OR PORTS OF DISCHARGE TO WHICH SHE WAS ORIGINALLY ORDERED.

    2. THE SHIP SHALL HAVE LIBERTY TO COMPLY WITH ANY ORDERS OR DIRECTIONS AS TO DEPARTURE,
ARRIVAL, ROUTES, PORTS OF CALL, STOPPAGES, DESTINATION, DELIVERY OR OTHERWISE HOWSOEVER GIVEN BY
THE GOVERNMENT OF THE NATION UNDER WHOSE FLAG THE VESSEL SAILS OR ANY DEPARTMENT THEREOF, OR BY ANY
PERSON ACTING OR PURPORTING TO ACT WITH THE AUTHORITY OF SUCH GOVERNMENT OR OF ANY DEPARTMENT
THEREOF, OR BY ANY COMMITTEE OR PERSON HAVING, UNDER THE TERMS OF THE WAR RISKS INSURANCE ON THE
SHIP, THE RIGHT TO GIVE SUCH ORDERS OR DIRECTIONS AND IF BY REASON OF AND IN COMPLIANCE WITH ANY
SUCH ORDERS OR DIRECTIONS ANYTHING IS DONE OR IS NOT DONE, THE SAME SHALL NOT BE DEEMED A
DEVIATION, AND DELIVERY IN ACCORDANCE WITH SUCH ORDERS OR DIRECTIONS SHALL BE A FULFILLMENT OF THE
CONTRACT VOYAGE AND THE FREIGHT SHALL BE PAYABLE ACCORDINGLY.

35. CARRIER'S AGENTS TO ACT FOR VESSEL AT LOAD AND DISCHARGE PORT(S). CARRIER TO APPOINT AND PAY
STEVEDORES AT LOAD AND DISCHARGE PORTS.
36. OVERTIME AT LOAD AND DISHCARGE PORTS IS FOR CARRIER'S ACCOUNT.

37. IF THE CARGO CANNOT BE LOADED BY REASON OF RIOTS, CIVIL COMMOTIONS, OR OF A STRIKE OR
LOCK-OUT OF ANY CLASS OF WORKMAN ESSENTIAL TO THE LOADING OF THE CARGO, OR BY REASON OF
OBSTRUCTIONS OR STOPPAGES BEYOND THE CONTROL OF THE SHIPPER ON THE RAILWAYS, DOCKS, OR OTHER
LOADING PLACES, OR IF THE CARGO CANNOT BE DISCHARGED BY REASON OF RIOTS, CIVIL COMMOTIONS, OR A
STRIKE OR LOCK-OUT OF ANY CLASS OF WORKMAN ESSENTIAL TO THE DISCHARGE, NO CLAIM FOR DAMAGES OR
DETENTION ON THAT ACCOUNT SHALL BE MADE BY THE SHIPPERS, RECEIVERS OF THE CARGO, OR OWNERS OR
OPERATORS OF THE VESSEL.

38. IN THE EVENT OF DAMAGE CAUSED BY PERILS OF THE SEA OR OTHER WATERS, COLLISION, STRANDING,
JETTISON, WRECK, FIRE FROM ANY CAUSE, ACT OF GOD, PUBLIC ENEMIES OR PIRATES, OR BY ARREST OR
RESTRAINT OF PRINCES, RULERS OR PEOPLES WITHOUT THE FAULT OF THE SUPPLIER OF THE OCEAN
TRANSPORTATION, WAR, PUBLIC DISORDER, CAPTURE OR DETENTION BY PUBLIC AUTHORITIES IN THE INTEREST OF
PUBLIC SAFETY WHICH PREVENTS ARRIVAL OF THE VESSEL AT THE FIRST OR SOLE PORT OF DISCHARGE, ONE
HUNDRED PERCENT OF OCEAN FREIGHT WILL BE ALLOWED PROVIDED VESSEL OWNERS OR OPERATORS SUPPLY
EVIDENCE SATISFACTORY TO USDA OF SUCH DISABILITY.

39. AT LOADING, VESSEL'S EQUIPMENT SHALL COMPLY WITH REGULATIONS ESTABLISHED BY U.S. PUBLIC
LAW 85-742, PART 9 (SAFETY AND HEALTH REGULATIONS FOR LONGSHORING). IF LONGSHORING ARE NOT
PERMITTED TO WORK DUE TO FAILURE OF THE CAPTAIN AND/OR OWNERS AGENTS TO COMPLY WITH THE
AFOREMENTIONED REGULATIONS, ANY DELAY RESULTING THEREFROM SHALL BE FOR THE OWNERS'S ACCOUNT.

40. SHIPPER AND/OR RECEIVERS HAVE THE RIGHT TO BE ON BOARD THE VESSEL WHILE LOADING OR DISCHARGING
FOR THE PURPOSE OF SUPERVISING THEIR INTERESTS.

41. ANY DUES AND/OR TAXES ASSESSED AGAINST THE VESSEL TO BE FOR CARRIER'S ACCOUNT.

42. ALL OTHER TERMS AND CONDITIONS OF FREIGHT INVITATION NO. _____________ DATED _________________
AND ANY AMENDMENTS THERETO ARE FULLY INCORPORTED INTO THIS BOOKING NOTE.