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Chapter 10 International Trade Forms

VIEWS: 32 PAGES: 44

									Chapter 10 International Trade Forms
Abstrat: This chapter mainly tells about the concepts and characteristics of various trade forms; main
contents of various trade agreement; and issues of using various trade forms.


Section 1: Distribution
1. The Concept and nature of Distribution
(1) The Concept of Distribution
(2) The Types of Distribution
     1.   Distribution
     2.   Sole Distribution or Exclusive Sales
Advantages and disadvantages of sole distribution
Advantages:
Exclusive sales helps to arouse the enthusiasm of exclusive distributor, use the distributor's
marketing.channel, and consolidate and expand the market
Exclusive sales can effectively reduce multi-channel’s self competition
Exclusive sales help to organize production and supply in a planned way.


Disadvantages:
The exclusive distributor may take advantage of its monopoly position to manipulate market.
The exclusive distributor may stll sale the goods of other export enterprises and not sale the appointed
goods attentively.


(3) The nature of distribution
The relationship between the exporter and the distributor is that between the seller and the buyer.


Secton 2: Agency
1. The nature and characteristics of agency
The relationship between agent and principal is Principle-Agent relationship.
Case analysis:


2. Kinds of agency
(1) General Agent
(2) Agent or Commision Agent
(3) Solo Agent or Exclusive Agent
Case analysis:


The Comparason of Sole Distribution and Solo Agent
Similarities:
1. They both have monopoly ability and the right of exclusive sales within appointed territory and time
limit.
2. They both help to arouse the enthusiasm of exclusive distributor and exclusive agent.
Differences:
1.   They have different relationships between involving parties
2.   They have different risk.
3.     They have different reward.


3. Agency agreement
Please notice the non-competition clause. (Restrain the Agent)
As to the sole agency, in order to safeguard the interests of export enterprise, the minimum purchase
amount is usually stipulated. If the agent fails to reach or exceed the minimum amount, the principle
will adjust the agent's commision accordingly.
As to the sole agency, the exclusive agency agreement usually stipulates that the agent can still obtain
commission when the principle sign the contract direct with client inside the territory


Section 3: Consignment
1.     The concept and nature of consignment
2.     The characteristics of consignment
3.     The main contents of consignment agreement
4.     The advantages and disadvanges of consignment


Section 4: Fairs and Sales
The meaning and practice of Fairs and Sales


1.     Fairs and Sales in our country
        i.       International fair
        ii.      Chinese Export Commodities Fair
3. Iusses of doing Fairs and Sales business


Section 5: Invitation to tender and Submission of Tenders
1. The meaning and characteristic of Invitation to tender and submission
(1) The meaning of Invitation to tender and submission
(2) The characteristic of Invitation to tender and submission
     1. It’s competed by numerous bidders in a fixed time and place
     2. The trade is concluded without negociation
     3. The bidder can only bid once, no counter-offer.


2. Kinds of Invitation to Tender
(1) Open Bidding or International Competitive Bidding
Note: The purchase under World Bank's loan, mostly adopt the international competitive bidding.
(2) Selected Bidding
(3) Negotiated Bidding
(4) Two-stage Bidding
It’s a combination way of opening bidding and selected bidding.


3. Proceduresof Invitation to tender and Submission of Tenders
(1) Invitation to tender
     1. Issue announcement of tender:
Note: Shelected bidding doesn’t need issuing announcement of tender.
     2. Prequalification
     3. Draw up invitation document
(2) Submission of tenders
     1. Prepare work before submission
Note: the submission of tenders is a firm bid can’t be withdrawn before the award.
     2. Make invitation document and provide bid bond
     3. Submit application for tender
(3) Openning of bids and award of bid
(4) Win the bid and sign the contract
When concluding the contract, the winning bidder is usually required to pay the performance bond.


Section 6: Auction
1. The conception and characteristics of auction
(1) The conception of auction
Auction is a kind of spot transation in which the auctioneer is entitled to sell the goods according to
certain principles and regulations.
(2) The characteristics of auction
It’s a kind of spot transaction bid publicly
It is according to certain principles and regulations
It is well organized and carried on in some certain organizations
2. Kinds of Auction
Mark-up acution
Mark-down aution or Dutch aution
Sealed bids or closed bids
2.     General procedure of auction
Peparation
Inspeciton by the buyers
Formal auction
Making payment and taking delivery of the goods


4. Some explanations to the issues arised in auction business
Section 7: Counter Trade


1. The conception, characteristics and main forms of counter trade
The conception of counter trade
The characteristics of counter trade
The main forms of counter trade
2. Barter Trade
The forms of barter trade
The advantage and diadvantage of barter trade


3. Compensation Trade
(1) The conception and characteristics of conpensation trade
(2) Types of compensation trade
Product Buy-back
Counter Purchase
Labor Compensation
(3) The functions of compensation trade
The function on the importer of equipment&technology
The function on the exporter of equipment&technology




(4) Limitations of compensation trade
1. Equipment suppliers do not generally accept repaying with the countersale product.
2. It is difficult to bring in highly advanced technical equipment, and the price is usually on the high side
3. If the export quantum of the compensation product is great, it may compete with the export of the
similar product.
4. Compensation trade is relative complicated and time-consuming.


                                Compensation Trade Contract
This    contract    is   hereby    made    and   entered    into   between
________Co.(hereinafter          referred        to        as        Patty
A)and________Co.(hereinafter referred to as Praty B)this________day
of________,________,in________,China, adhering on the principle of
equality and mutual benefit and through amicable consultation.
Party A: ________Company, China.
Address: ________
Tel: ________
Telex: ________
Party B: ________ Company, ________
Address: ________
Tel: ________
Telex: ________
Article 1 Introduction
a) Party B shall provide Party A with ________machines of model ________to
be used in production.Along with them shall also be provided various kinds
of supporting machinery,accessories and spare parts it needs,and the
various kinds of measuring and testing instruments required in the course
of production,The specific models, names,specifications, quantity,unit
prices,packing requirements and the deadline for delivery shall be
specified in an additional contract to be made between the both
parties,which will serve as a integral part of the contract.
b) The total cost of the entire machinery and its supporting equipment
shall be paid to Party B of the part of the products and/or other
commodities produced by Party A with the machinery supplied by Party B.It
may also be paid to Party B of (a certain product)turned ort by .(This
practice is hereinafter referred to as a make-up payment).The specific
names,quantity and unit price of the products to be delivered as make-up
payment,and the deadline for delinery,are to be specified in an additional
contract between the two parties on products-supplying as make - up
payment,which shall be the integral part of the contract.The two
additional contracts mentioned above may be merged as one called buy -
and sell contract on compensation trade.
Article 2 Terma of Payment
The two parties shall open a L/C in favour of each other.I.e.Party A shall
open,at regular intervals,long-term L/C in favour of Party B to pay in
install ments the entire cost of the machinery and its support sight L/C
in favour of {arty A as a payment for the cost of the products to be
delivered by Party A.Party A shall pay for the total cost of the machinery
and its supporting equipment with the sum of money which Party B shall
pay the products to be delivered by Party A as a make - up payment.In case
the money to be paid by pairy B is not enough to cover the value of the
long - term L/C is determined by the at - siggt L/C opened by Party B and
its down payment as stipulated in the contract .Party B grarantees to
fulfil what is required of it to do as mentioned herein.
Article 3Deadline for Payment
Party A shall pay the total cost of the machinery and its supporting
equipment supplied by Party B by delivering the products it produces to
Party B as a make - rp payment on a month - to - month basis , and pay
is off within a preriod of ________ years and ________months.The payment
shall start approximately ________ months after the first delivery of the
machinery is made .In principle,the sum to be paid per month shall be
________ percent of the total amount due to be paid for the machinery Party
A can make its payment ahead of schedule with a notice given to Party B
________ months in advance.During the compensation period ,Party B shall
open a L/C in favour of Party B,covering the total amount , at sight ,
irrevocable , divisible and assignable ,in accordance with the relevant
provisions in the buy - and - sell contract on compensation trade.
Article 4 Currency for Pricing
Products provided by either party shall be priced in terms of________.All
the items supplied by Party B,including machinery ,the required
apparatus,accessories and spare parts shall be priced directly in terms
of ________ above mentioned ;while the products provided by Party A as
a make - up payment for the machinery supplied by Party B shall be first
priced in terms of RMB as orher similar exports at the time the contract
is made and then the prices in RMB shall be turned into those in ________
above mentioned according to the current exchange rate at the time.
Article 5 Interest Rate
Party A shall pay the interest on its long - term L/C and the down payment
of Party B.The annual interest rate is agreed upon at ________%.
Article 6 Technical Service
After arrival at the destination port,the machinery shall be assembled
by Party A.When Party A believes it is necessary ,Party B shall send its
technicians to provide on-the-spot instructions and other required
technical assistance during the course of assembling. Party B shall be
liable for the losses incurred in the coures fo assembling as a result
of technical default of its prat.
After approval by both parties, Party B shall send a group of technicians
to China to faciliate the completion of the project. The cost incurred
in China shall be borne by Party B.
Article 7 Additional Equipment
In the course of implementing the contract if it is foun necessary that ,in
addition to the machinery and accessories already listed in the provisions,
some additional items of the equipment and measuring and testing apparatus
are needed, an additional order shall be agreed upon through
negotiation .The items thus added shall be incorporated in the contract.
Article 8 Insurance
After being delivered in China, the machinery and its supporting equipment
shall be insured by Party B. The unforeseen losses in connection with the
equipment shall be indemnified for by the Insurance Company first to the
insurer (Party B) in case the equepment has already been paid off for and
thus transferred into Party A's possession.Then a proportional part of
the sum paid by the Insurance Company shall be allotted to Party A to cover
the payment Party A has already made for the items of equipment involved
the losses.
Article 9 Liability for Breach
Either party shall be liable for a breach of contract in accordance with
the provisions in the contract and shall indemnify for all the losses thus
if Party B should fail to make purchase of the products to be delivered
by Party A as make - up payment , or Party A should fail to deliver the
products for compensation . In such case, the breaching party shall pay
to the other a sum as a fine , which shall account for ________ % of the
total cost the products in question.
Article 10 Performance Guarantee
To guarantee the implementation of the contract, each party shall submit
to the other a performance guarantee issued by a bank agreed by both
parties. The guarantee bank of Party A is Bank of China, while that of
Party B is ________ Bank.
Article 11 Amendment of the Contract
When the contract needs to be amended in certain particular cases, the
amendment can be effected only after it is agreed upon by both parties
through consultation.
Article 12 Force Majeure
Either party shall not be held resposible for failure or delay to perform
all or any part of the contract due to flood, fire earthquake , drought ,
war or any other events which coule not be predicted at the time of the
conclusion of the contract, and could not be controlled, avoided or
overcome by the parties. However,the party effected by the Event of Force
Majeure shall inform the other party of its occurrence in written as soon
as possible and thereafter send a certificate of the Event issued by the
relevant authority to the other party but no later than 15days after its
occurrence.
In the Event of Force Majeure last over 120 days, both parties shall
negotiate the performance or the termination of the contract.
Article 13 Arbitration
All disputes arising from the performance of this contract should be
settled through friendly negotiations. Should no settlement be reached
through engotiation, the case shall then be submitted for arbitration to
the    China    International     Economic     and    Trade     Arbitration
Commission(Beijing) and the rules of this Commission shall be applied.
The Arbitration fee shall be borne by the losing party unless otherwise
awarded by the arbitration organization.
In the Event of Force Majeure last over 120 days, both parties shall
negotiate the performance or the termination of the contract.
Article 13 Arbitration
All disputes arising from the performance of this contract should be
settled through friendly negotiations. Should no settlement be reached
throuhg engotiation, the case shall then be submitted for arbitration to
the    China    International     Economic     and    Trade     Arbitration
Commission(Beijing)and the rules of this Commission shall be applied. The
Arbitration fee shall be borne by the losing party unless otherwise
awarded by the arbitration organization.
During the course of the arbitration, the contract shall be performed
except for the part under arbitration.
Article 14 Language and Effective Date
The contract shall be written in Chinese and in English. Both languages
are equally authentic. In the events of any discrepancy between the two
abovementioned versions,the chinese version shall prevail.
The contract shall become effective when the contract is signed by both
parties. the effective period of the contract shall be years. based on
the willingness to continue the contract, both parties shall submit a
application to relavant department of Chinese government for the
extension of the contract or reach a new contract when the contract expires.

PartyA : (signature)on behalf of (company)
PartyB: (signature)on behalf of (company)
Witnessed by (signature)

Section 8: Processing trade
1. Processing with supplied materials
(1)   The nature of Processing with supplied materials
(2)   The function of Processing with supplied materials
(3)   The main contens of Processing with supplied materials
Pay attention to the terms of payment
Pay attention to the stipulations of transportation and insurance
2. Processing with imported material
(1)   The conception of Processing with imported material
(2)   The difference between Processing with imported material and Processing with supplied material
(3)   The meaning of doing processing business with imported material
3. Overseas processing trade
(4)   The conception of overseas processing trade
(5)   The necessity and feasibility of overseas processing trade
(6)   The aplication procedure of developing overseas processing trade
(7)   Precautions of developing overseas processing trade




Summary: In order to promote the development of foreign trade and strengthen the export
commodities' competitiveness, we hope the students can use various kinds of trade forms flexibly in
practice, and pay attention to the combination use of different trade forms.
Key points: similarities and differences of exclusive distribution and exclusive sales, pros and cons on
consignment, compensation trade.
Difficult points: similarities and differences of processing with imported material and processing with
supplied material




New Design Brown Bear

Article No: KB0667

Means of Package: 3 pcs/set; 8sets/ctn
Measurement: 48x64x60cm
Gross/Net Weight: 8.5/6kgs
Supplying price: RMB¥86/set(including VAT values added tax)

Bear in Ballet Costume

Article No: KB5411

Means of Package: 2 pcs/set; 6sets/ctn
Measurement: 80x48x40cm
Gross/Net Weight: 10.5/8kgs

Supplying price: RMB¥52/pc(including VAT)
Plus Twin Bear

Article No: KB0278

Means 0f Package: 4sets/ctn.
Measurement: 65x45x40cm
Gross/Net Weight: 8/5.5kgs

Supplying price: RMB¥88/set(including VAT)




Toy Bear in Sweater

Article No: KB7900

Means of Package: 8 pcs/ ctn.
Measurement: 60x26x53cm
Gross/Net Weight: 7.5/5kgs
Supplying price: RMB¥68/pc(including VAT)




Dalmatian dog

Article No: KD2336

Means of Package: 3pcs/ctn.
Measurement: 0.111m3
(74x50x30cm)
Gross/Net Weight: 8.2/5.7kgs
Supplying price: RMB¥42/pc(including VAT)
Charming Pig
Article No: KP2273

Means of Package: 60pcs/ ctn.
Measurement: 100x72x25cm
Gross/Net Weight: 12.8/10.3kgs
Supplying price: RMB¥36/pc(including VAT)




Long Hair Cat

Article No: KC2048

Means of Package: 30pcs/ctn.
Measurement: (70x65x52cm)
Gross/Net Weight: 11/8.5kgs
Supplying price: RMB¥47.5/pc(including VAT)
Specimen Letter
Letter-2




                U N IVE RSAL                               TRADING CO., LTD.
                     Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China
                       Zip: 200120   Tel: 021-58818844 58818766 Fax: 021-58818840
                                  E-mail: youngi@www.universal.com.cn


TO: TIVOLI PRODUCTS PLC                                (FAX: 31 74123737)
FM: UNIVERSAL TRADING CO., LTD                         (FAX: 21 58818840)
DT: March 6, 1998

Dear Mr. Trooborg,



Yours truly,
Universal Trading CO., LTD
Li Junwei (Mr.)
Toy Department




                               TIVOLI PRODUCTS PLC
                                   Berstofsgade 48, Rotterdam, The Netherlands
                     Tel: 31 74123721     Fax: 31 74123737     E-mail: chila@www.tvl.com.ntl


TO: UNIVERSAL TRADING CO., LTD                                       (FAX: 21 58818840)
FM: TIVOLI PRODUCTS PLC                                              (FAX: 31 74123737)
DT: March 19, 1998
Dear Mr. Li,




Yours sincerely,
TIVOLI PRODUCTS PLC

Purchasing
Manager:



Specimen Letter
Letter-1


               UNIVERSAL                                               TRADING CO., LTD.
                 Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China
                  Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840
                             E-mail: youngi@www.universal.com.cn

TO: TIVOLI PRODUCTS PLC                                        (FAX: 31 74123737)
FM: UNIVERSAL TRADING CO., LTD                                 (FAX: 21 58818840)
DT: March 6, 1998

Dear Mr. Trooborg,


Thank you for your interest in our products during the 1998’ China Light Industrial Products Fair, Shanghai. It was
a pity that we didn’t have the chance to talk with you in detail at that moment.


We are now writing you to introduce ourselves as one of state-owned large trading companies in Shanghai and
express our wish to enter into business relations with you.
We have a toy department specializing in the export of various toys covering plastic, wooden, cloth and plush
articles. They are all fashionable designed and competing well in the world market.


Our plush toys in which you have shown special interest are already enjoying a high reputation in other European
cities for their styles, comfortable feel and washable traits.


In addition, we have airmailed to you some latest leaflets for our plush toys, which may meet your demand. If you
have any special requirements, please let us know. We can also producing across your designated styles so long as
the quantity is substantial.


As to our financial standing, you may refer to the Bank of China, Shanghai Branch (50 Huqiu Road, Shanghai,
China Tel: 21 62694040 Fax: 21 62698888 E-mail: forde@www.bcs.com.cn). We will be appreciated if you could
inform us of your bank reference.


We are pleased to add you to our list of clients and looking forward to your inquiries.




Yours truly,
Universal Trading CO., LTD
Li Junwei (Mr.)
Toy Department




Letter-2

                UNIVERSAL                                              TRADING CO., LTD.
                        Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China
                           Zip: 200120    Tel: 021-58818844 58818766 Fax: 021-58818840
                                       E-mail: youngi@www.universal.com.cn


TO: TIVOLI PRODUCTS PLC                                          (FAX: 31 74123737)
FM: UNIVERSAL TRADING CO., LTD                                   (FAX: 21 58818840)
DT: March 16, 1998



Dear Mr. Trooborg,

We are please to receive your inquiry of March 13 and to hear that you are interested in our plush toys.

We would like to quote as follows based on per 20’ FCL. Quantities less than are slightly higher.
                                      Article                                 Cartons per               CIF3
              Commodity                                  Packing
                                     No.                                     20’ FCL          Amsterdam in USD



       New Design Brown               KB066
                                                         8sets/ctn                135               13.65per set
Bear                                  7



       Bear      in     Ballet        KB541
                                                         12pcs/ctn                162                8.12per set
Costume                               1



                                      KB027
       Plus Twin Bear                                    4sets/ctn                213               14.61per set
                                      8



                                      KB790
       Toy Bear in Sweater                               8pcs/ctn                 302                9.89per set
                                      0



                                      KD233
       Dalmatian dog                                     8pcs/ctn                 225                6.96per set
                                      6



                                      KP227
       Charming Pig                                      60pcs/ctn                138                4.96per set
                                      3



                                      KC204
       Long Hair Cat                                     30pcs/ctn                105                6.99per set
                                      8



Shipment: To be effected within 2 months from receipt of the relevant L/C.

Payment: By sight L/C

Insurance: For 110% invoice value covering All Risks and War Risks

We will keep this offer valid only for 7 days.

In addition, we have sent the samples you requested. In order to assist you in promoting sales at the initial stage,
they are free of charge.
As we are receiving orders day to day and our present stocks are nearly exhausted, we would advise you to place
an order as soon as possible if deliveries are required to be prompt.

We are looking forward to you initial order.


Yours truly,
Universal Trading CO., LTD
Li Junwei (Mr.)
Toy Department


Letter-3

                               TIVOLI PRODUCTS PLC
                                    Berstofsgade 48, Rotterdam, The Netherlands
                      Tel: 31 74123721     Fax: 31 74123737     E-mail: chila@www.tvl.com.ntl


TO: UNIVERSAL TRADING CO., LTD                                          (FAX: 21 58818840)
FM: TIVOLI PRODUCTS PLC                                                 (FAX: 31 74123737)
DT: March 19, 1998



Dear Mr. Li,

We are glad to receive your offer of Mach 16, 1998 and relative samples.

In reply, we regret to say that your prices are not competitive enough. Information here indicates that plush toys
from other sources in your country are sold about 5% lower than yours.

We really appreciate the good workmanship and cute designs of your products, but price still counts much,
especially in the initial sale stage. Moreover, your minimum quantity is also too big for a trial order.

To set up the trade, may we suggest you give a special discount as follows:




                                                         Unit Price

                     Art No.                                                                   Quantity
                                                     CIFC3 Amsterdam




           KB0677                               USD 13.0                               1080           1x20’FCL


                                                                                sets




           KB7900                               USD 9.00                               1208                Total
                                                                               pcs              1x20’FCL




           KB2273                               USD 4.60                             4140


                                                                               pcs




           KC2048                               USD 6.40                             3150          1x20’FCL


                                                                               pcs



In addition, one of our customers would order 1x40’FCL for KB 0278 if you could reduce your price to USD13.30
per set CIFC5 Amsterdam. We think it is for your interest to make such a concession.

As the market is of keen competition, we expect your immediate acceptance.




Yours sincerely,
TIVOLI PRODUCTS PLC


Purchasing
Manager:




Letter-4

                     U N IVE RSAL                                  TRADING CO., LTD.
                       Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China
                          Zip: 200120    Tel: 021-58818844 58818766 Fax: 021-58818840
                                      E-mail: youngi@www.universal.com.cn


TO: TIVOLI PRODUCTS PLC                                        (FAX: 31 74123737)
FM: UNIVERSAL TRADING CO., LTD                                 (FAX: 21 58818840)
DT: March 20, 1998


Dear Mr. Trooborg,

We have received your fax of March 19, 1998. We are sorry to tell you that your prices are not appropriate to us.

As you know, wages and materials have risen considerably these days as well as the tax rate. We are compelled to
adjust our prices to cover the increasing cost. The prices in fax of March 16 1998 are our lowest level, which leave
us with only the smallest profit. It is impossible for us to make any further concession.
However, in order to assist you to compete with other dealers in the market, we are prepared to give you the
special offer as follows:



                                                                                        Unit Price CIFC3
                      Art No.                            Quantity
                                                                                        Amsterdam



                     KB0677                             1080 sets                         13.35 per set



                     KB7900                             1208 pcs                           9.30 per pc



                     KB2273                             4140 pcs                           4.70 per pc



                     KC2048                             3150 pcs                           6.65 per pc



                     KB0278                             1880 sets                             per set



Shipment: To be effected within 2 months from receipt of the relevant L/C.

Payment: By sight L/C

Insurance: For 110% invoice value covering All Risks and War Risks

You readily understand that the good quality is more important than the low price, we are confident that you’ll
accept the prices. And in view of the heavy demand for this line, please place an order as soon as possible.

This offer is valid for 5 days and we are looking forward to receiving you order.




Yours truly,
Universal Trading CO., LTD
Li Junwei (Mr.)
Toy Department



Letter-5



                                TIVOLI PRODUCTS PLC
                                   Berstofsgade 48, Rotterdam, The Netherlands
                      Tel: 31 74123721    Fax: 31 74123737     E-mail: chila@www.tvl.com.ntl
TO: UNIVERSAL TRADING CO., LTD                                      (FAX: 21 58818840)
FM: TIVOLI PRODUCTS PLC                                             (FAX: 31 74123737)
DT: March 23, 1998



Dear Mr. Li,

Than you for your fax of March 20, 1998

We appreciate your cooperation in quoting price, but we also advise you to make some adjustment of your terms of
payment.

On your sight L/C basis, form the moment to open the credit till the time our customers pay us, the tie-up of our
funds lasts about three months. It really constrains our marketing capacity. Moreover, you might be aware of the
increasing banking fees here, which is now putting an extremely heavy burden on our finance.

So we ask for your cooperation in dealing with the problem. Specifically, we request that you grant us D/P at sight.
If you need references, we will be glad to supply them.

Your prompt and positive consideration of this request would help a great deal.




Yours sincerely,
TIVOLI PRODUCTS PLC


Purchasing
Manager:




Letter-6

                   U N IVE RSAL                                   TRADING CO., LTD.
                       Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China
                         Zip: 200120    Tel: 021-58818844 58818766 Fax: 021-58818840
                                     E-mail: youngi@www.universal.com.cn
TO: TIVOLI PRODUCTS PLC                                      (FAX: 31 74123737)
FM: UNIVERSAL TRADING CO., LTD                               (FAX: 21 58818840)
DT: March 24, 1998




Dear Mr. Trooborg,

Than you for your fax of March 23, 1998

Although we have confidence in your integrity, our usual terms of payment by sight L/C remain unchanged in all
cases with new clients. So for the time being, we regret our inability to accept your D/P terms. Maybe after several
smooth and satisfactory transactions, we can consider other flexible ways.

We are fully aware of the economic conditions in your country and understand the difficulties you are facing. But
you are encouraged to remember that your competitors are suffering the same circumstances.

Our plush toys are exceptional good in quality and most competitive in price. They will help you a lot to stand
firmly in your market.

For your information, the demand for our products has been extremely great recently. As you are in business, you
surely know that we cannot afford to keep the goods for you too long. We advise you to place your offers at the
earliest date.




Yours truly,
Universal Trading CO., LTD
Li Junwei (Mr.)
Toy Department




Letter-7



                              TIVOLI PRODUCTS PLC
                                   Berstofsgade 48, Rotterdam, The Netherlands
                     Tel: 31 74123721     Fax: 31 74123737    E-mail: chila@www.tvl.com.ntl


TO: UNIVERSAL TRADING CO., LTD                                      (FAX: 21 58818840)
FM: TIVOLI PRODUCTS PLC                                              (FAX: 31 74123737)
DT: March 26, 1998



Dear Mr. Li,

Than you for your fax of March 24, 1998

We have decided to accept our proposal for payment to be made by sight L/C, but would like these terms to be
reviewed in the near future.

Following is our order N0. 98-CS004     for your plush toys:



                                      Artic         Qua          Unite                            Number of
               Commodity                                                       Packing
                                le No.           ntity         Price                            Container



         New Design Brown             KB0           1080        USD13          8sets/ct
                                                                                                  1x20’FCL
  Bear                           667              sets         .35             n



                                      KB7           1208        USD9.          8pcs/ct
         Toy Bear in Sweater
                                 900              pcs           30             n

                                                                                                  1x20’FCL

                                      KP22          4140        USD4.          60pcs/c
         Charming Pig
                                  73              pcs           70             tn



                                      KC2           3150        USD6.          30pcs/c
         Long Hair Cat                                                                            1x20’FCL
                                 048              pcs           65             tn



                                      KB0           1880        USD13          4sets/ct
         Plush Twin Bear                                                                          1x40’FCL
                                 278              pcs          .30             n



                                                                Amoun
         Price Terms                  CIFC3 Amsterdam                                     USD91061.90
                                                                 t
                                             Effected by the seller for full order amount plus 10% covering All Risks
          Insurance
                                      and War Risk



 We would appreciate shipment by the end of May. But if any of the listed items cannot satisfy this request, please
inform us immediately and do not sent substitutes in their place.

We are looking forward to your acknowledgment.



Yours sincerely,
TIVOLI PRODUCTS PLC


Purchasing
Manager:




          UNIVERSAL TRADING CO., LTD.
           Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840




                                                SALES CONTRACT

1. THE SELLERS:          UNIVERSAL TRADING CO., LTD


2. ADDRESS:              RM 1201-1216 MAYLING PLAZA, 131 DONGFANG ROAD, SHANGHAI, CHINA


TEL:                     021-58818844 58818766                                 FAX: 021-58818840


E-MAIL:                  youngi@www.universal.com.cn


3. THE BUYERS:           TIVOLI PRODUCTS PLC


4. ADDRESS:               BERSTOFSGADE 48, ROTTERDAM, THE NETHERLANDS


TEL:                      31 74123721                                            FAX: 31 74123737


E-MAIL:                  chila@www.tvl.com.ntl



THE SALLERS AGREE TO SELL AND THE BUYERS AGREE TO BUY THE UNDERMENTIONED GOODS TO THE TERMS

AND CONDITIONS AS STIPULATED BELOW




            NAME OF COMMODITY &                            QUANT

                                                                                    UNIT PRICE                         TOTAL VALUE

               SPECIFICATION                              ITY
        PLUSH TOYS                                                                                                     IFC3 AMSTERDAM



        Art. No.   KB0677     New Design Brown                                                                             US$14,418.00



 Bear
                                                               1080                     USD13.35                           US$11,234.40



        Art. No.      KB7900       Toy Bear in              sets
                                                                                        USD9.30                            US$19,458.00


 Sweater
                                                             1208 pcs
                                                                                        USD4.70                            US$20,947.50


        Art. No.      KB2273       Toy Bear in
                                                             4140 pcs
                                                                                        USD6.65                            US$25,004.00

 Sweater
                                                             3150 pcs
                                                                                        USD13.30                           US$91,061.90

        Art. No. KB2048 Charming Pig
                                                             1880 pcs


        Art. No. KB0278 Plush Twin Bear




5. PACKING: PACKED IN CARTONS OF 8 SETS (KB7900), 60 PCS. (KP22.73), 30 PCS. (KC2048) AND 4 SETS (KB0278) EACH

ONLY.



6. SHIPPING MARKS: WILL BE INDICATED IN THE LETTER OF CREDIT.



7. PROT OF SHIPMENT: SHANGHAI, CHINA



8. PROT OF DESTINATION: AMSTERDAM THE NETHERLANDS



9. TIME OF SHIPMENT: NOT LATER THAN MAY 31ST, 1998.r



10. TERMS OF PAYMENT: The Buyers shall open with a bank to be accepted by both the Buyers and Sellers an irrevocable transferable

letter of credit, allowing partial shipment, transshipment in favor of the Sellers and addressed to Sellers payable at sight against first

presentation of the shipping document to Opening Bank. The covering letter of credit must reach the Seller 30 days before shipment and

remain valid in China until the 21st day (inclusive) from the date of shipment.



11. INSURANCE: To be covered by the Buyers/Sellers for the full invoice value plus 10% against all risks and war risks. If the Buyers

desire to cover for any other extra risks besides aforementioned of amount exceeding the aforementioned limited, the Sellers’ approval
must be obtained beforehand and all the additional premiums thus incurred shall be for the Buyers’ account.



12. INSPECTION: The Inspection Certificate of Quality/Weight issued by CCIB shall be taken as basis for the shipping quality/Weight.

13. FORCE MAJEURE: The Sellers shall not be held responsible if they, owing to Force Majeure cause, fail to make delivery within the

time stipulated in the contract or can’t deliver the goods. However, in such a case the sellers shall inform the Buyers immediately b cable.

The Sellers shall send to the Buyers by registered letter at the request of the Buyers a certificate attesting the existence of such a cause or

causes issued by China Council for the Promotion of International Trade or by a competent Authority.



14. DISCREPANCY AND CLAIM: In case discrepancy on the quality of the goods is found by the Buyers after arrival of the goods at the

port of destination, claim may be lodged within 30 days after arrival of the goods at the port of destination. While for quantity discrepancy,

claim may be lodged within 15 days after arrival of the goods at the port of destination, being supported by Inspection Certificate issued

by a reputable public surveyor agreed upon by both party. The Sellers shall, then consider the claim in the light of actual circumstance.

For the losses due to natural cause or causes falling within the responsibilities of the Ship-owners or the Underwriters, the Sellers shall

not consider any claim for compensation. In case the Letter of Credit does not reach the Sellers within the time stipulated in the Contract,

or under FOB price terms Buyers do not send vessel to appointed ports or the Letter of Credit opened by the Buyers does not correspond

to the Contract terms and the Buyers fail to amend thereafter its terms by telegraph within the time limit after receipt of notification by the

Sellers, the Sellers shall have right to cancel the contract or to delay the deliver of the goods and shall have also the right to lodge claims

for compensation of losses.



15. ARBIRATION: All disputes in connection with the contract or the execution thereof shall be settled amicable by negotiation. In case

no settlement can be reached, the case under dispute may then be submitted to the “China International Economic and Trade Arbitration

Commission” for arbitration. The arbitration shall take place in China and shall be executed in accordance with the provisional rules of

Procedure of the said Commission and the decision made by the Commission shall be accepted as final and binding upon both parties for

settling the disputes. The fees, for arbitration shall be borne by the losing party unless otherwise awarded.




THE SELLERS:                                                         THE BUYERS:

UNIVERSAL TRADING CO., LTD                                           TIVOLI PRODUCTS PLC

SHANGHAI CHINA                                                       ROTTERDAM THE NETHERLAND




Letter-8


                        U N IVE RSAL                                              TRADING CO., LTD.
                              Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China
                                Zip: 200120       Tel: 021-58818844 58818766 Fax: 021-58818840
                                       E-mail: youngi@www.universal.com.cn


TO: TIVOLI PRODUCTS PLC                                          (FAX: 31 74123737)
FM: UNIVERSAL TRADING CO., LTD                                   (FAX: 21 58818840)
DT: April 8, 1998


Dear Mr. Trooborg,

Than you for your L/C No.AM/VA0515ILC issued by the F. Van Lanschot Bankiers N.V., Amsterdam, the
Netherlands, which arrived here yesterday.

On going through the L/C, however, we have found the following discrepancies with our Sales Contract No.
HY98CS004:

     1.   The address of the applicant is in Rotterdam, not in Amsterdam.

     2.   The draft is paid at sight instead of at 45 days after sight.

     3.   As contracted, the L/C should be valid until the 21 st day after shipment date, i.e. June 22, 1998, but your
          L/C expires on June 15, 1998.

     4.   Amend the “2/3 of original clean on-board marine Bills of Lading” to “full set of original clean on-board
          marine Bills of Landing”.

     5.   Delete the clause “ Beneficiary’s certificate stating that one set of non-negotiable shipping documents
          together with the 1/3 original B/L have been sent to the applicant by DHL within 48 hours after the
          shipment.” And add the wording “Beneficiary’s certificate stating that one set of non-negotiable shipping
          documents has been sent to the applicant by DHL within 48 hours after the shipment.”

     6.   Documents are to be presented ultimately not within 15 days, but 21 days, after the date of issuance of
          the relative transport-documents.

Please let us have your L/C Amendment soon so that we may effect shipment within the contracted delivery time.

Thank you.



Yours truly,
Universal Trading CO., LTD
Li Junwei (Mr.)
Toy Department




363010 BOCSU CM
14027A LASD NL
100492 16.35


MSG.: 001
TO: BANK OF CHINA, SHANGHAI, CHINA.
FM: F. VAN LANSCHOT BANKIERS N.V., AMSTERDAN, THE NETHERLANDS.
DD: 9TH APPRIL 1998
TEST: 361085 BETWEEN OUR HEAD-OFFICE SHFPIONGEMBOSCH
    AND YOUR SHANGHAI (FOR USD. 91,061.00 DATED 10TH APRIL 1998).
WE HEREWITH OPEN OUR IRREVOCABLE DOCUMENTARY CREDIT NO. AM/VA0515ILC
BY ORDER OF               :       TIVOLI PRODUCTS PLC
                                  BERSTOFSGADE 48,
                                  AMSTERDAM,
                                  THE NETHERLANDS
IN FAVOR OF               :       UNIVERSAL TRADING CO., LTD
                                  RM.1201-1216 MAYLING PLAZA,
                                  131 DONGFENG RD., SHANGHAI CHINA


FOR AN AMOUNT OF          :       USD91,061.90
EXPIRY-DATE                   :   15TH JUNE 1998
                                  FOR NEGOTIATION IN CHINA
THIS DOC.CREDIT IS AVAILABLE
BY NEGOTIATION OF BENEFICIARY’S DRAFT (S) AT 45 DAYS AFTER SIGHT
DRAWN ON F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM, THE NETHERLANDS,
ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

   1)   SIGNED COMMERCIAL INVOICE IN QUINTUPLICATE INDICATING BENEFICIARY’S
        CONTRACT NUMBER AND OUR ORDER NO.98-CS004

   2)   PACKINGLIST/ WEIGETMEMO IN TRIPLICATE MENTIONING TOTAL NUMBER OF CARTONS,
        GROSSWEIGHT AND MEASUREMENTS PER EXPORT CARTON.

   3)   2/3 OF ORIGINAL CLEAN ON-BOARD MARINE BILLS OF LADING, PLUS 3 N.N.-COPIES,
        MADE OUT: “TO ORDER”,, AND BLANK ENDORSED MARKED: “FREIGHT PREPAID”
        SHOWING AS NOTIFY THE APPLICANT (GIVING FULL NAME, ADDRESS AND PHONE
        NUMBERS).

   4)   FULL SET 3/3 OF MARINE INSURANCE POLICY OR CERTIFICATE, ENDORSED IN BLANK
        FOR 110 PERCENT OF FULL CIF VALUE, COVERING INSTITUTE CARGO CLAUSE (A) AND
        WAR CLAUSES OF INSTITUTE CARGO CLAUSES.

   5)   G.S.P. CERTIFICATE OF ORIGIN FORM A IN DUPLICATE STATING THAT THE GOODS ARE OF
        CHINESE ORIGIN.

   6)   BENEFICIARY’S CERTIFICATE STATING THAT ONE SET OF NON-NEGOTIABLE SHIPPING
        DOCUMENTS TOGETHER WITH THE 1/3 ORIGINAL B/C AND ORIGINAL FORM A HAVE
        BEEN SENT TO THE APPLICANT BY DHL WITHIN 48 HOURS AFTER SHIPMENT.

   7)   COPY OF BENEFICIARY’S TELEX/FAX SENT TO APPLICANT (TELEX-NO.: 13174+TIV NL OR
        FAX-NO.: +(31) 74 12 37 37 ) WITHIN TWO WORKING DAYS AFTER SHIPMENT INDICATING
        DATE OF DEPARTURE, SHIPPING MARKS, NUMBERS OF L/C, B/L, CONTRACT AND ORDER
        AS WELL AS NUMBER OF CARTONS TOGETHER WITH THE TOTAL GROSSWEIGHT AND
        GOODS VALUE.
COVERING:
=========
5 ITEMS OF TOTAL 2960 SETS AND 8498 PCS. OF PLUSE TOYS AS PER:
APPLICANT’S ORDER NUMBER 98-CS004 AND BENEFICIARY’S CONTRACT NUMBER HY98CS004


LABEL: CE/IMP. 087 FOR ARTICLES KB7900, KP2273 AND KB0273 AND
LABEL: F-TOYS 2280 FOR ARTICLES KB0677 AND KC2048


PACKING IN NEUTRAL SEAWORTHY EXPORT CARTONS SUITABLE FOR LONG DISTANCE OCEAN
TRANSPORTATION.


SHIPPING-MARKS TO READ AS FOLLOWS:      CE/IMP.087
                             CHRISTIAENS
                             VIA AMSTERDAM
                             CARTON NO. 1 AND UP
FOLLOWED BY:                      ARTICLE NUMBER      AND


                             F-TOYS 2280
                             GROBBENDONK
                             VIA AMSTERDAM
                             CARTON NO. 1 AND UP
FOLLOWED BY:                      ARTICLE NUMBER


TERMS OF DELIVERY       : CIF AMSTERDAM (INCOTERMS 1990)
ALL OF THE ABOVE MUST BE STATED ON THE INVOICE AND PACKING LIST.


PARTIAL SHIPMENTS       : PROHIBITED.
TRANSSHIPMENT         : PROHIBITED


LATEST DATE OF SHIPMENT : 31ST MAY 1998.


SHIPMENT FORM          :SHANGHAI
TO                  : AMSTERDAM


ALL (BANKING-) CHARGES OUTSIDE THE NETHERLANDS ARE FOR BENEFICIARY’S ACCOUNT.


DOCUMENTS TO BE RESENTED ULTIMATELY 15 DAYS AFTER THE DATE OF ISSUANCE OF THE
RELATIVE TRANSPORT-DOCUMENT(S) BUT WITHIN THE VALIDITY OF THIS DOC.CREDIT.


DOCUMENTS TO BE SENT AS FOLLOWS (INSTRUCTION MARKED “X”)
(     ) IN ONE LOT BY REGISTERED AIRMAIL
(     ) IN TWO CONSECUTIVE REGISTERED AIRMAILS
(     ) IN ONE LOT BY INTERNATIONAL COURIER SERVICE
( X   ) 1ST MAIL BY COURIER SERVICE AND 2ND MAIL BY REGISTERED AIRMAIL
TO:       F. VAN LANSCHOT BANKIERS N.V.,
      STREET-ADDRESS:      CONCERTGEBOUNPLEIN 20
                      1071 LN AMSTERDAM.


      POSTAL-ADDRESS:      P.C.BOX 75509,
                      1070 AM AMSTERDAM
                      THE NETHERLANDS.


UPON RECEIPT OF CORRECT DOCUMENTS BY US. WE SHALL COVER THE NEGOTIATING BANK
(AS. PER THEIR INSTRUCTIONS), IN THE CURRENCY OF THIS DCC.CREDIT ONLY.


PLEASE ADVISE BENEFICIARY, WITHOUT ADDING YOUR CONFIRMATION


THIS DOC.CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS (REVISION 1993, I.C.C. PUBLICATION NO.500).


THIS TELEX IS THE OPERATIVE CREDIT-INSTRUMENT AND NO MAIL-ADVICE WILL FOLLOW.


REGARDS,
F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM
  TLK.:    14027-LASD NL




              UNIVERSAL                                 TRADING CO., LTD.
                Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China
                 Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840
                                   E-mail: youngi@www.universal.com.cn

TO: TIVOLI PRODUCTS PLC                                        (FAX: 31 74123737)
FM: UNIVERSAL TRADING CO., LTD                                 (FAX: 21 58818840)
DT: March 6, 1998

Dear Mr. Trooborg,


We are very much pleased to have received USD91061.90 AGAINST L/C No.am/va0515ILC under Contract No.
DMTVL9901.You can be sure that the goods shipped will meet your needs just well. We believe the conclusion of
this transaction will help to further our mutual understanding and pave the way for more business in the future.


In order to promote commercial intercourse with overseas business circle, we are prepared to take steps in world
trade. Nit only various terms of payment, but more forms of business cooperation can be adopted in the time to
come. Needless to say, with the development of our trade relations, there will be more and more topics of interest
to be discussed between us. We are expecting your advice.


As you might not be aware of the new development in our product range, we are airmailing to you a copy of our
latest illustrated price list. If and item interests you, please let us know, We will give you a special discount of 2%
for orders exceeding USD100,000.00 to promote sales at your end.


We hope our handling of your first order will lead to further transactions between us and look forsard to your
favorable reply.




Yours truly,
Universal Trading CO., LTD
Li Junwei (Mr.)
Toy Department
                              UNIVERSAK TRADUBG CO., LTD.
                             RM.1201-1216 MAYLING PLAZA,
                           131 DONGFANG RD, SHANGHAI CHINA



                           BENEFICIARY’S CERTIFICATE


                                                                              06-May-98


 TO WHIM IT MAY CONCERN

 Dear Sirs,
                           Re: Invoice No.: 98WYHD-0042          L/C No: AM/VA0515ILC


 WE HEREBY CERTIFY THAT ONE SET OF NON-NEGOTIABLE SHIUPPING
 DOCUMENTS TO GETHER WITH THE ORIGINAL FORM A HAVE BEEN SENT
 TO THE APPLICANT BY DHL WITHIN 48 HOURS AFTER THE SHIPMENT.




                                                    UNIVERSAL TRADING CO., LTD




                             BILL OF              EXCHANGE

No.      98WYHD-0042


FOR        US$91,610.90                                     SHANGHAI              11-MAY-98

      (amount in figure)                                   (place and date of issue)

At     ********************* sight of this FIRST Bill of exchange (SECOND being unpaid)
      Pay to BANK OF CHINA, SHANGHAI BRANCH                           or order the sum of
SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY ONE CENTS NINETY ONLY
                              (amount in words)

Value received for          930 CTNS                  of     5ITEMS OF PLUSH TOYS
                                                                              (quantity)                                          (name of commodity)

                         Drawn under F. VAN LANDCHOT BANKIERS N.V. AMSTERDAM, THE NETHERLANDS

                         L/C No AM/VA0515ILC                                                            dated      10-Apr-98




                         To: F. VAN LANDCHOT BANKIERS N.V.                                                                       For and on behalf of
                             AMSTERDAM, THE NETHERLANDS                                                                     UNIVERSAL TRADING CO., LTD
1. Shipper Insert Name, Address and Phone                                                                                               B/L No.
UBIVERSAK TRADUBG CO., LTD.                                                                                                                          COS987672
RM.1201-1216 MAYLING PLAZA,
131 DONGFANG RD, SHANGHAI CHINA



2. Consignee Insert Name, Address and Phone                                                                                               COSCO CONTAINER LINES
TO ORDER                                                                                                                                          TLX: 33057 COSCO CN
                                                                                                                                                  FAX: +86(021) 6545 8984

                                                                                                                                                                        ORIGINAL
                                                                                                                                     Port-to-Port or Combined Transport
3. Notify Party Insert Name, Address and Phone                                                                     BILL OF LADING
           (It is agreed that no responsibility shall attsch to the Carrier or his agents for failure to notify)   RECEIVED in external apparent good order and condition except as other-
TIVOLI PRODUCTS PLC                                                                                                Wise noted. The total number of packages or unites stuffed in the container,
                                                                                                                   The description of the goods and the weights shown in this Bill of Lading are
BERSTOFAGADE 48,
                                                                                                                   Furnished by the Merchants, and which the carrier has no reasonable means
ROTIERDAM, THE NETHERLANDS
                                                                                                                   Of checking and is not a part of this Bill of Lading contract. The carrier has
PHONE NO. +(31) 74 12 37 21
                                                                                                                   Issued the number of Bills of Lading stated below, all of this tenor and date,
                                                                                                                   One of the original Bills of Lading must be surrendered and endorsed or sig-
                                                                                                                   Ned against the delivery of the shipment and whereupon any other original
4. Combined Transport *                                         5. Combined Transport*
                                                                                                                   Bills of Lading shall be void. The Merchants agree to be bound by the terms
Pre - carriage by                                               Place of Receipt
                                                                                                                   And conditions of this Bill of Lading as if each had personally signed this Bill
6. Ocean Vessel Voy. No.                                        7. Port of Loading                                 of Lading.
                                                                                                                   SEE clause 4 on the back of this Bill of Lading (Terms continued on the back
 PU HE                                                           SHANGHAI                                          Hereof, please read carefully).
8. Port of Discharge                                            9. Combined Transport *                            *Applicable Only When Document Used as a Combined Transport Bill of Lading.
                                                                 Place of Delivery
AMSTERDAM
Marks & Nos.                                          No. of                       Description of Goods (If Dangerous Goods, See Clause 20)              Gross Weight Kgs          Measurement
Container / Seal No.                                  Containers
                                                      or Packages
     CE/MP. 987
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 151
     KB7900
     CE/MP. 987
   CHRISTIAENS
 VIAAMSTERDAM                             930 CTNS            5 ITEMS OF PLUSH TOYS                                              8078.2kg               129.622M3
CARTON NO.1 AND 69
      KB2273
     CE/MP. 987
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 470
     KB0278
     F-TOYS2200
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 135
     KB0677
     F-TOYS2200
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 151
     KB2048
                                                                           Description of Contents for Shipper’s Use Only (Not part of This B/L Contract)

10. Total Number of containers and/or packages (in words)        SAY NINE HUNDRED AND THIRTY CARTONS ONLY
    Subject to Clause 7 Limitation
11. Freight & Charges                     Revenue Tons                Rate              Per               Prepaid                       Collect




    Declared Value Charge

Ex. Rate:               Prepaid at                       Payable at                                    Place and date of issue
                                                                                                       SHAGNHAI                    06-MAY-98
                        Total Prepaid                    No. of Original B(s)/L                        Signed for the Carrier, COSCO CONTAINER LINES
                                                                 THREE (3)
LADEN ON BOARD THE VESSEL
DATE                   BY
      06-MAY-98                         CHINA OCEAN SHIPPING AGENCY SHANHAI BRANCH
Endorsement:                    UNIVERSAL TRADING CO., LTD



       SELLER                                                                     INVOICE NO. 98WYHD-0042
       UNIVERSAK TRADUBG CO., LTD.                                                                                                INVOICE DATE 16-Apr-98
       RM.1201-1216 MAYLING PLAZA,
       131 DONGFANG RD, SHANGHAI CHINA


                                                                                  L/C NO.         AM/VA0515ILC                    DATE:        10-Apr-98
                                                        ISSUED BY


                                                          F,VAN LANSCHIT BANKIERSN.V.-AMSTERDAM THE BETHERLANDS
BUYER
                                                        CONTRACT NO:       HY98-CS004        DATE:   27-Mar-98
TIVOLI PRODUCTS PLC
BERSTOFAGADE 48,
ROTIERDAM, THE NETHERLANDS                              FROM: SHANGHAI                       TO:   AMSTERDAM

                                                        SHIPPED BY                           PRICE TERM
                                                        PU HE 0011W                          CIFC3% AMSTERDAM



                             Number and kind of
    Marks and Numbers        package                         Quantity           Unit Price              Amount



                                  Description of goods
                             5 ITEMS OF TOTAL 2960 SETS AND 8498 PCS. OF         CIFC3% AMSTERDAM
     CE/MP. 987              PLUSH TOYS AS PER: APPLICANTS ORDER
   CHRISTIAENS               NUMBER TIVOLJ357(R) BENEFICCARY’S
                             CONTRACTNUMBER 98WY-004
 VIAAMSTERDAM
CARTON NO.1 AND 151
     KB7900                                 KB7900            1208 PCS         US$9.30                US$11,134.40
     CE/MP. 987                             KP2273            4140 PCS         US$4.70                US$19,458.00
   CHRISTIAENS                              KB0278           1880 SETS        US$13.30                US$25,004.00
 VIAAMSTERDAM                               KB0677            1080 PCS        US$13.35               US$14,418.00
CARTON NO.1 AND 69                          KC2048            3150 PCS         US$6.65                US$20,947.50
      KB2273                                                                                         US$91,061.99
     CE/MP. 987
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 470
     KB0278
     F-TOYS2200
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 135
     KB0677                  TOTAL AMOUNT IN WORDS: SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY
     F-TOYS2200                                     ONE CENTS NINETY ONLY
                             TOTAL GROSS WEIGHT:    8078.2 KGS
   CHRISTIAENS
                             TOTAL NUMBER OF PACKAGE:    930 CTNS
 VIAAMSTERDAM
CARTON NO.1 AND 151
      KB2048

BENEFICIARY’S CONTRACT NUMBER: 98WY-004 AND THE BUYER’S ORDER NO. TIVOLI357(R)
LABLE: CE/IMP.087 FOR ARTICLES KB7900, KP2273 AND KB0278 AND
LABLE: F-TOYS 2280 FOR ARTICLES KB0677 AND KC2048
                                                    ISSUED BY
                                              UNIVERSAL TRADING CO., LTD




                         UNIVERSAK TRADUBG CO., LTD.
                        RM.1201-1216 MAYLING PLAZA,
                      131 DONGFANG RD, SHANGHAI CHINA



                       DECLARATION OF SHIPMENT


                                                                     06-May-98
Messre:      TIVOLI PRODUCTS PLC
             TRLEX NO.: 13174+TIV NL
             FAX NO.: +(31) 74 12 37 37

Dear Sirs,
                      Re: Invoice No.: 98WYHD-0042        L/C No: AM/VA0515ILC

         We hereby in form you that the goods under the above mentioned credit have
been shipped. The details of the shipment are stared below:

Shipping Marks:              Commodity:            5 items of plush toys
   CE/MP. 987
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 151        Total Gross Weigh:     8087.2 kgs
     KB7900                Goods Value:           US$91,061.90
     CE/MP. 987            Number of Cartons:     930 CTNS
   CHRISTIAENS              Ocean Vessel:         Per s.s PU HE 0011W
 VIAAMSTERDAM               Date of Departure:     06-May-98
CARTON NO.1 AND 69          Bill of Lading No.:    COS987672
      KB2273                Port of Loading:         SHANGHAI
     CE/MP. 987              Destination:           AmMSTERDAM
   CHRISTIAENS              Contract No.:          HY98-CS004
 VIAAMSTERDAM               Order No.:              TIVOLI357(R)
CARTON NO.1 AND 470
     KB0278
     F-TOYS2200
   CHRISTIAENS
 VIAAMSTERDAM
CARTON NO.1 AND 135
     KB0677
     F-TOYS2200
   CHRISTIAENS
                VIAAMSTERDAM
               CARTON NO.1 AND 151
               KB2048


                                                                                  UNIVERSAL TRADING CO., LTD




                                                                  ORIGINAL
1. Goods consigned from (Exporter's business name, address, country)    Reference No.          984556745
UBIVERSAK TRADUBG CO., LTD.
RM.1201-1216 MAYLING PLAZA,
131 DONGFANG RD, SHANGHAI CHINA
                                                                        GENERALIZED SYSTEM OF PREFERENCES



2. Goods consigned to (Consignee's name, address, country)              CERTIFICATE OF ORIGIN
TIVOLI PRODUCTS PLC
                                                                          Issued in
BERSTOFAGADE 48,                                                        FORM A                                    (country)
                                                                                              (Combined declaration and certificate)
ROTIERDAM, THE NETHERLANDS                                                                     THE                          PEOPLE'S
                                                                                                                                See Notes overleaf


3 Means of transport and route (as far as known)                        4. For official use    REPUBLIC OF CHINA
FROM: SHANGHAI
TO: AMSTERDAM
BY SEA

5.        6. Marks and                  7. Number and kind of packages; description of goods 8. Origin            9. Gross             10. Number
    It       numbers of                                                                         criterion            weight                and date of
  em         packages                                                                           (see Notes           or other              invoices
  num                                                                                           overleaf)            quantity
  -
  ber
                      CE/MP. 987
                    CHRISTIAENS
                  VIAAMSTERDAM
                 CARTON NO.1 AND 151
                      KB7900                                     930 CTNS (SAY NINE HUNDRED AND THIRTY
                      CE/MP. 987
                                                                 CATTONS)
                    CHRISTIAENS                                                                                                                                                 8078.2kg             Invoice No:
01                VIAAMSTERDAM                                   5 ITEMS OF PLUSH TOYS                                                            “P”
                 CARTON NO.1 AND 69                                                                                                                                                                  98WYHD-0042
                       KB2273                                                                                                                                                                        Invoice Date:
                      CE/MP. 987                                                                                                                                                                          16-Apr-98
                    CHRISTIAENS
                  VIAAMSTERDAM
                 CARTON NO.1 AND 470
                      KB0278
                      F-TOYS2200
                    CHRISTIAENS
                  VIAAMSTERDAM
                 CARTON NO.1 AND 135
                      KB0677
                      F-TOYS2200
                    CHRISTIAENS
                  VIAAMSTERDAM                                   THE GOODS ARE OF CHINESE ORIGIN.
                 CARTON NO.1 AND 151
                      KB2048

11. Certification                                                         12. Declaration by the exporter
    It is hereby certified, on the basis of control carried out, that the     The undersigned hereby declares that the above details and statements
    declaration by the exporter is correct.                                   are correct, that all the goods were




                                                                                                                  produced in            CHINA
                                                                                                                                                                          (country)
                                                                                                                  and that they comply with the origin requirements specified for those
                                                                                                                  goods in the Generalized System of Preferences for goods exported to




     ----------------------------------------------------------------------------------------------------------   ----------------------------------------------------------------------------------------------------------
     Place and date, signature and stamp of certifying authority                                                  Place and date, signature and stamp of authorized signatory




                                                                                             PACKING LIST
SELLER:       UNIVERSAL TRADING CO., LTD.                               Invoice No.:
              RM.1201-1216 MAYLING PLAZA,                               98 WYHD-0042
              131 DONGFANG RD., SHANGHAI CHINA                                                   Invoice
                                                                                                 Date:

                                                                                                 16-Apr-9
                                                                                                 8
                                                                        From: SHANGHAI            To:AMSTERDAM
                                                                        Total   Package   (in   word)   :   SAY   NINE
                                                                        HUNDRED AND THIRTY CARTONS ONLY
              TIVOLI PRODUCTS PLC                                       MARKS& NOS.:
BUYER:        BERSTOFAGADE 48,
                                                                        As per Invoice No.: 98-WYHD-0042
              ROTIERDAM, THE NETHERLANDS
                   Number and kind of
  Marks and
                         package              ITEMS        Quantity             G.W             N.W          Meas.
  Numbers
                   Description of goods



                                          5   ITEMS   OF PLUSH   TOYS



1-151           151 CTNS                  KB7900         1208 PCS         1132.5kg        755.0kg       12.485M3
152-220         69 CTNS                   KP2273         4140 PCS         883.2 kg        345.0 kg      12.420 M3
221-690         470 CTNS                  KB0278         1880 SETS        3760.0 kg       2585.0 kg     54.990 M3
691-825         135 CTNS                  KB0067         1080 SETS        1147.5 kg       810.0 kg      24.884 M3
826-930         105 CTNS                  KC2048         3150 PCS         1155.0 kg       892.5 kg      24.843 M3

TOTAL:    930 CTNS                                         11458 Unit       8078.2 kg       5387.5 kg       129.622 M3

PACKING IN NEURAL SEAWORTHY EXPORT CARTONS SUITABLE FOR LING DISTANCE ICEAN TRANSPIORTATION

TOTAL NUMBER OF PACKAGE: 930 CARTONS (SAY NINE HUNDRED AND THIRTY CARTONS ONLY




                                    EACH ITEM/PACKAGE      G.W.           N.W.            MEAS.
                                               KB7900       7.5kg         5.0kg            0.083
                                               KP2273      12.8kg         5.0kg            0.180
                                               KB0278       8.0kg         5.5kg            0.117
                                               KB0067        8.5kg         6.0kg            0.185
                                                                   ISSUED BY
                                                             UNIVERSAL TRADING CO., LTD
                                                                     SIGNATURE




PICC                                  The People’s Insurance Company of China
                                      Nanjing Branch
CARGO TRANSPORTATION INSURANCE POLICY
(INVOICE NO.)                       Head Office Beijing                              Established in 1949
(CONTRACT NO.)                                                                POLICY NO.
(L/C NO.)

Insured:
。
THIS POLICY OF INSURANCE WITNESSES THAT THE PEOPLE’S INSURANCE COMPANY OF CHINA (HEREINAFTER CALLED “THE COMPANY”)
AT THE REQUEST OF UNIVERSAL TRADING CO., LTD. AND IN CONSIDERATION OF THE AGREED PREMIUM PAID TO THE COMPANY BY THE INSURED,
UNDERTAKES TO INSURE THE UNDERMENTIONED GOODS IN TRANSPORTATION SUBJECT TO THE CONDITIONS OF THIS OF THIS POLICY AS
PER THE CLAUSES PRINTED OVERLEAF AND OTHER SPECIL CLAUSES ATTACHED HEREON.



           MARKS&NOS                    QUANTITY                  DESCRIPTION OF GOODS               AMOUNT INSURED

As par invoice No:
98WYHD-00-42                           930 CTNS                 5 ITEMS OF PLUSH TOYS               US$100,169.00




TOTAL AMOUNT INSURED: SAY U.S. DOLLARS ONE HUNDRED TYHOUSAND ONE HUNDRED AND SIXTY NINE ONLY
:                                               AS PER BILL OF
PERMIUM: AS ARRANGED DATE OF COMMENCEMENT:         LADING      PER CONVEYANCE:  PU HE        0011W

FROM:                SHANGHAI          VIA                                      TO               AMSTEROAM

CONDITIONS:  COVERING INSTITUTE CARGO CLAUSES(A) AND WAR CLAUSES OF INSTITUTE CARGO CLAUSES
COVE
        COVERAGING
IN THE EVENT OF LOSS OR DAMAGE WITCH MAY RESULT IN A CLAIM UNDER THIS POLICY, IMMEDIATE NOTICE MUST BE GIVEN TO THE
COMPANY’S AGENT AS MENTIONED HEREUNDER. CLAIMS,IF ANY,ONE OF THE ORIGINAL POLICY WHICH HAS BEEN ISSUED IN  ORIGINAL(S)
TOGETHER WITH THE RELEVENT DOCUMENTS SHALL BE SURRENDERED TO THE COMPANY . IF ONE OF THE ORIGINAL POLICY HAS BEEN
ACCOMPLISHED. THE OTHERS TO BE VOID.
                                                                                        The People’s Insurance Company of China
                                                                                                     Shanghai Branch




CLAIM PAYABLE AT         AMSTERDAM IN USD

ISSUING DATE               30-Apr-98                                                    Authorized Signature

(ADD):                                                                                                  (TEL):3234305 3217466-44


Address: 23 Zhongshan Dong Yi Lu Shanghai, China. Cable: 42001 Shanghai
                                                                                                               (FAX): (025)4404593


                                                                                         :16-Apr-99


               1)SHIPPER                                            4)L/C No:        AM/VA0515ILC


               UNIVERSAK TRADUBG CO., LTD.
                                                                    5)OPEN BANK: F.VAN LANSCHOT BANKIESR N.V.
               RM.1201-1216 MAYLING PLAZA,


               131 DONGFANG RD, SHANGHAI CHINA
                                                                    6)S/C No:                    7)AMOUNT:


                                                                    HY98-CS004                   US$91,061.90



                                                                    8) FROM:                     9)DESTINATION:


                                                                          SHANGHAI                  AMSTERDAM



                                                                    10)TRANSSHIPMENT             11)PARTIAL SHIPMENT



                                                                          PROHIBITED                 PROHIBITED
2)CONSIGNEE                                   12)VALITY OF L/C            13)SHIPMENT DATE:


TO ORDER                                          21-Jun-98                       31-May-98


                                              14)FREIGHT: PREPAID         15)TRADETERM:


                                                                             CIF



                                              16)CONTACTOR:               17)TEL/ FAX:


                                                Junwei Li                    021-58818844



3)NOTIFY PARTY                                18)OPENING BANK:            19)BANK NUMBER :

TIVOLI PRODUCTS PLC
                                                BANK OF CHINA               16578516369
BERSTOFAGADE 48,


ROTIERDAM, THE NETHERLANDS                    20)SPECIALREQUESTS:




MARKS         DESVRIPTION OF GOODS             G..W.     N.W.    QTY.    UNIT PRICE      TOTAL



As per invoice No:      5 ITEMS OF PLUSH TOYS



98WYHD-0042

                 KB7900 151 CTNS   1132.5kg    755.0kg     1208 PCS     US$9.30      US$11,134.40

                 KP2273 69 CTNS    883.2kg      345.0kg     4140 PCS    US$4.70      US$19,458.00

                 KB0278 470 CTNS   3760.0kg    2585.0kg 1880 SETS       US$13.30     US$25,004.00

                 KB0677 135 CTNS   1147.5kg    810.0kg     1080 PCS     US$13.35     US$14,418.00

                 KC2048105 CTNS    1155.0kg     892.5kg     3150 PCS     US$6.65     US$20,947.50




                                                                                     US$91,061.99
                TOTAL CTNS        TOTAL G.W.   TOTAL N.W.   TOTAL MEA.



                930   CTNS       8087.2kg      5387.5kg     129.622AM3



ADDITION:




363041 BOCSH CN
14027A LAXD NL
100492 16.35
DD: 15TH APRIL 1998

TO: BANK OF CHINA, SHANGHAI,CHINA.
FM: F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM, THE NETHERIANDS.
TEST         NO AMT

L/C NO.: AM/VA0515ILC         DATED 9TH APRIL 1998
IN FAVOUR OF _______:        UNIVERSAL TRADING CO., LTD.
                             RM.1201-1216 MAYLING PLAZA,
                             131 DONGFANG RD., SHANGHAI CHINA
AMENDMENT NO.1
---APPLICANT AMTNDED TO TIVOLI PRODUCTS PLC, BERSTOFSGADE 48,
ROTTERDAM, THE NETHERLANDS.
---BENDRICIARY’S DRAFTS DRAMW AT SIGHT INSTEAD OF AT 45 DAYS AFTER
SIGHT
---EXTEND EXPIRY DATE TO 21ST JUNE 1998
---INDER LIST OF ACCOMPANTED NEGOTIATION DOCUMENTS:
     DELETE: --2/3 OF ORIGINAL CLEAN ON-BOARD MARINE BILLS OF LANDING,
                PLUS 3 N.N. –COPIES, MADE OUT: “TO ORDER”, AND BLANK
                ENDORSED MARKED: “FREIGHT PREPAID” SHOWING AS NOTIFY THE
                APPLICANT (GIVING FULL NAME, ADDRESS AND PHONE NUMBER).
              --BENEFICIARY’S CENRTIFICATE STATING THAT ONE SET OF
                NON-NEGOTIABLE SHIPPING DOCUMENT TOGETHER WITH THE 1/3
                ORIGINAL B/L HAVE BEEN SENT TO THE APPLICANT BY DHL WITHIN
                48 HOURS AFTER THE SHIPMENT.
     INSERT: --FULL SET OF ORIGINAL CLEAN ON-BOARD MARINE BILLS OF
                LANDING, PLUS 3 N.N. –COPIES, MADE OUT: “TO ORDER”, AND
                BLANK ENDORSED MARKED: “FREIGHT PREPAID” SHOWING AS
                NOTIFY THE APPLICANT (GIVING FULL NAME, ADDRESS AND
                PHONE NUMBER).
            --BENEFICIARY’S CENRTIFICATE STATING THAT ONE SET OF
                NON-NEGOTIABLE SHIPPING DOCUMENT HAS BEEN SENT TO THE
                APPLICANT BY DHL WITHIN 48 HOURS AFTER THE SHIPMENT.
---DOCUMENTS TO BE PRESENTED ULTIMATELY 21 DAYS INSTEAD OF 15 DAYS
   AFTER THE DATE IF ISSUANCE OF THE RELATIVE TRANSPORT-DOCUMENTS BUT
   WITHIN THE VALIDITY FO THE DOC.CREDIT.
ALL OTHER TERMS AND CONDITINS REMAIN UNCHANGED.
SUBFTST TO UCP500

REGARDS,
F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM
( TLX.: 14.37+LASD NL)




1)INSURE:                                           2)ASSURED:
THE PEOPLE’S INSURANCE                         UNIVERSAL TRADING CO., LTD
COMPANY OF CHINA SHANGHAI

3)NO: PICCSH988784                           4)DATED: 30-Apr-98


   5)MARKS            6)PACKAGES       7)ARTICLES           8)AMOUNT


 As per Invoice No:    930 CTNS    5 ITEMS OF PLUSH TOYS    US$100,169.00
  98WYHD-0042



9)TOTAL AMOUNT:   (BIG LETTER)
SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY ONE CENTS NINETY
                         ONLY
10)      (SHIPPED BY) (VOY)
   VESSEL:                             11)SHIPPING:        12)DESTINATION:
             PU HE      0011W              SHANGHAI        AMSTERDAM

13)INSURANCE COVERAGE:                            14)INSURE AGENCY:
COVERING INSTUTUTE CARGO CLAUSES(A)           THE PEOPLE’S INSURANCE
AND WAR CLAUSES OF INSTUTUTE CARGO            COMPANY OF CHINA,
                                               AMSTERRDAM BRANCH
                                               530# ARIL ST.
                                            AMSTERDAM, THE NETHERLANDS




15)INSURE PLACE: AMSTERDAM
16) INSURE AMOUNT: US$851.44



                                      PEOPLE’S INSURANCE COMPANY OF CHINA
                                           SHANGHAI BRANCH




1)INSURE:                                            2)ASSURED:
THE PEOPLE’S INSURANCE                          UNIVERSAL TRADING CO., LTD
COMPANY OF CHINA SHANGHAI


   3)MARKS            4)PACKAGES       5)ARTICLES              6)AMOUNT


 As per Invoice No:    930 CTNS    5 ITEMS OF PLUSH TOYS      US$100,169.00
  98WYHD-0042



7)TOTAL AMOUNT:   (BIG LETTER)
SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY ONE CENTS NINETY
                         ONLY


8)      (SHIPPED BY) (VOY)
  VESSEL:                              9)SHIPPING:         10)DESTINATION:
             PU HE     0011W              SHANGHAI          AMSTERDAM

11)INSURANCE COVERAGE:                             12)DATE OF LOADING :
COVERING INSTUTUTE CARGO CLAUSES(A)                     06-May-98
AND WAR CLAUSES OF INSTUTUTE CARGO
15)DATE OF INSURE: 30-Apr-98                                16)SIGNATURE:
                                                              UNIVERSAL TRADING CO., LTD

SHIPPER

UNIVERSAK TRADUBG CO., LTD.

RM.1201-1216 MAYLING PLAZA,
                                                                    D/R No.     COS987672

131 DONGFANG RD, SHANGHAI CHINA




CONGIGNEE


TO ORDER




NOTITY PARTY

TIVOLI PRODUCTS PLC

BERSTOFAGADE 48,


ROTIERDAM, THE NETHERLANDS




Pre-carriage by           Place of Receipt


Vessel     Voy. No.       Port    of     Loading:

                              SHANGHAI
PU HE      0011W




Port of Discharge:        Place of Delivery         Final Destination


  AMSTERDAM




Container No.             Seal No. Marks            No.of       Packages      G.W.    Measure.
                                         CT

                        CE/MP. 987

                      CHRISTIAENS

                    VIAAMSTERDAM

                   CARTON NO.1 AND 151

                         KB7900

                        CE/MP. 987

                      CHRISTIAENS

                    VIAAMSTERDAM

                   CARTON NO.1 AND 69
COSU455961
                          KB2273

                        CE/MP. 987
COSU165843            CHRISTIAENS

                    VIAAMSTERDAM

COSU784552         CARTON NO.1 AND 470

                         KB0278

COSU358725              F-TOYS2200                  5   ITEMS   OF   8078.2kg

                      CHRISTIAENS
                                                    PLUSH TOYS
                    VIAAMSTERDAM         930 CTNS                               129.622M3

                   CARTON NO.1 AND 135

                         KB0677

                        F-TOYS2200

                      CHRISTIAENS

                    VIAAMSTERDAM

                   CARTON NO.1 AND 151


                        KB2048




TOTAL NUMBER OF CONTATINERS: SAY NINE HUNDRED AND THIRTY CARTONS ONLY
FREIGHT                 Revenue Tons            RATE         Per            Prepaid   Collect


Ex Rate    Prepaid at           SHANGHAI        Payable at                  Place of issue


           Total Prepaid                        No. of Original B/L:

                                                             THREE 3




 Service Type on Receiving        Service Type on Delivery         :


           CY                         CY


 Transshipment:    PROHIBITED     Partial Shipment: PROHIBITED


 Date of Shipment: 31-May-98      Validly: 21-Jun-98               CHINA   OCEAN      SHIIPPING



                                                                   AGENCY, SHANGHAI BRANCH
 Total Amount: US$91,061.90


 Date of Bill:    16-Apr-99

								
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