MODEL FORM OF INTERNATIONAL AGENCY CONTRACT
                  (ICC COMMERCIAL AGENCY CONTRACT)

                  Between________________________________________________________________
                  whose registered office is
                  at______________________(hereinafter called "the Principal")
                  and___________________________________________________________________
                  whose registered office
                  at__________________________(hereinafter called "the Agent")

                  IT IS AGREED AS FOLLOWS

                  Art. 1 Territory and Products
                  1.1. The Principal appoints the Agent, who accepts, as his
                  commercial agent to promote the sale of the products listed in
                  Annex 1, §1 (hereinafter called "the Products") in the
                  territory defined in Annex 1, §2 (hereinafter called "the
                  Territory").
                  1.2. If the Principal decides to sell any other products in
                  the Territory, he shall inform the Agent in order to discuss
                  the possibility of including them within the Products defined
                  under article 1.1. However, the above obligation to inform the
                  Agent does not apply if, in consideration of the
                  characteristics of the new products and the specialization of
                  the Agent, it is unreasonable to expect that such products may
                  be represented by the Agent (e.g. products of a completely
                  different range).

                  Art. 2  Good faith and fair dealing
                  2.1. In carrying out their obligations under this agreement
                  the parties will act in accordance with good faith and fair
                  dealing.
                  2.2. The provisions of this agreement, as well as any
                  statements made by the parties in connection with this agency
                  relationship, shall be interpreted in good faith.

                  Art. 3  Agent's functions
                  3.1. The Agent agrees to use his best endeavours to promote
                  the sale of the Products in the Territory in accordance with
                  the Principal's reasonable instructions and shall protect the
                  Principal's interests with the diligence of a responsible
                  businessman.
                  3.2. The Agent shall not solicit orders from outside the
                  Territory unless permitted to do so by the Principal. Where
                  the Agent negotiates with customers in the Territory business
                  which results in contracts of sale with customers established
                  outside the Territory11, article 15.2. shall apply. E.g. for
                  goods to be sold to subsidiary established in another country:
                  the agent is acting within his territory, hat the sale is made
                  to a foreign customer, and the agent would have (in absence of
                  article 15.2) no right to commission.
                  3.3. Unless otherwise specifically agreed, the Agent has no
                  authority to make contracts on behalf of, or in any way to
                  bind the Principal towards third parties. He only solicits
                  orders from customers for the Principal, who is free (save as
                  set forth in article 4.2. hereafter) to accept or to reject
                  them. The other alternative, i.e. to give the agent the
                  authority to conclude contracts on behalf of the principal has
                  not been considered in the model form, since it is rather
                  uncommon in international trade. Of course, if the parties
                  have special reasons for permitting the agent to make
                  contracts on behalf of the principal, they can so provide in
                  article 3.3. It should be noted that in certain cases the
                  third party (customer) may rely on the apparent authority of
                  the agent this means that, especially in legal systems where
                  it is common that the agent is authorized to act on behave of
                  the principal, the exclusion of any such authority provided
                  for in the contract between principal and agent (like art.
                  3.3. of this model form) does not necessarily bind a third
                  party which had good reasons to rely on the apparent authority
                  of the agent. It is, therefore, recommended that the principal
                  avoids any action which may give third parties the impression
                  that the agent has representative powers, and that he informs,
                  if necessary and possible, third parties that the agent has no
                  authority to bind the principal.
                  3.4. When negotiating with customers, the Agent shall offer
                  Products strictly in accordance with the terms and conditions
                  of the contract of sale which the Principal has communicated
                  to him.  This is to ensure that orders by the customers
                  conform to the Principals terms and conditions (e.g. prices,
                  delivery terms, etc.): if this is not the case (because the
                  agent has given incorrect information to the prospective
                  customer) the principal will be in an embarrassing situation
                  (at least from the commercial point of view) if the refuses
                  the order.
                  3.5. The Agent is not entitled to receive payments on the
                  Principal's behalf without prior written authorization from
                  the Principal to that effect. When the Agent has been so
                  authorized, he must transmit them as soon as possible to the
                  Principal and until then hold them separately on deposit on
                  the Principal's behalf.

                  Art. 4  Acceptance of orders by the Principal
                  4.1. The Principal shall inform the Agent without undue delay
                  of his acceptance or rejection of the orders transmitted by
                  the latter. The Principal may accept or reject any individual
                  order transmitted by the Agent at his own discretion.
                  4.2. The Principal may not however unreasonably reject the
                  orders transmitted by the Agent. In particular, a repeated
                  refusal of orders contrary to good faith (e.g. if made for the
                  only purpose of hindering the Agent's activity) shall be
                  considered as a breach of contract by the Principal.

                  Art. 5 Undertaking not to compete
                  5.1. Without the prior written authorization of the Principal,
                  the Agent shall not represent, manufacture or distribute any
                  products which are in competition with the Products, for the
                  entire term of this contract.
                  5.2. The Agent may represent, distribute or manufacture any
                  products which are not competitive with the Products, provided
                  he informs the Principal in advance of such activity. However,
                  the above obligation to inform the Principal does not apply
                  if, in consideration: (i) of the characteristics of the
                  products which the Agent wants to represent, and (ii) of the
                  field of activity of the principal for whom the Agent wishes
                  to act, it is unreasonable to expect that the Principal's
                  interests may be affected.
                  5.3. The Agent shall refrain from representing or distributing
                  non-competitive products of a manufacturer who is a competitor
                  of the Principal, if requested to do so by the Principal,
                  provided the latter's request is reasonable, taking into
                  account all the circumstances of the case. E.g. if there are
                  reasons to fear that the collaboration with a competitor may
                  impair the confidence between the parties or the protection of
                  confidential information.
                  5.4. The Agent declares that he represents (and/or distributes
                  or manufactures, directly or indirectly) the products listed
                  in Annex II on the date on which this contract is signed.

                  Art. 6  Sales organization, Advertising and Fairs
                  6.1. The Agent shall provide an adequate organization for
                  sales and, where appropriate, after-sale service, with all
                  necessary means and personnel, in order to ensure the
                  fulfillment of his obligations throughout the Territory under
                  this agreement.
                  6.2. The parties may agree on the advertising to be jointly
                  made in the Territory. The contents of any advertising must be
                  approved by the Principal. The cost of advertising carried out
                  by the Agent shall be apportioned between the parties as
                  indicated in Annex III, §1.
                  6.3. The parties shall agree on their participation in fairs
                  or exhibitions within the Territory. The cost of the Agent's
                  participation in such fairs and exhibitions shall be
                  apportioned between the parties as indicated in Annex III, §2.

                  Art. 7 Sales Targets-Guaranteed Minimum Target
                  A distinction is made between a "sales target" (7.1., 7.2.)
                  the non-attainment of which does not, in principle, involve a
                  contract breach, and o "guaranteed minimum target" (7.3.),
                  which implies a possible contract termination (or other
                  consequences) in case of non-attainment. If the parties wish
                  to agree upon such "guaranteed minimum target", they must fill
                  in Annex IV.
                  7.1. The parties may agree annually on the sales targets for
                  the forthcoming year.
                  7.2. The parties shall make their best efforts to attain the
                  targets agreed upon but the non attainment shall not be
                  considered as a breach of the contract by a party, unless that
                  party is clearly at fault.
                  7.3. In Annex IV the parties may agree on a Guaranteed Minimum
                  Target and on the consequences of its non-attainment.

                  Art 8 Sub-agents
                  (In certain circumstances it may be advisable to add a clause
                  providing that each party agrees not to engage subagents
                  and/or employees of the other party. )
                  The Agent may engage sub-agent. The Agent must carry out
                  agents, provided he informs his activity without recourse the
                  Principal at least one month before the engagement to
                  sub-agents. The Agent shall be responsible for the activities
                  of his subagents.

                  Art. 9 Principal to be kept informed
                  9.1. The Agent shall exercise due diligence to keep the
                  Principal informed about his activities, market conditions and
                  the state of competition within the Territory. He shall answer
                  any reasonable request for information made by the Principal.
                  9.2. The Agent shall exercise due diligence to keep the
                  Principal informed about: (i) the laws and regulations which
                  are to apply in the Territory to which the Products must
                  conform (e.g. import regulations, labeling, technical
                  specifications, safety requirements, etc.), and (ii) the laws
                  and regulations concerning his activity, as far as that they
                  are relevant for the Principal.

                  Art. 10 Financial responsibility
                  10.1. The Agent shall satisfy himself, with due diligence, of
                  the solvency of customers whose orders he transmits to the
                  Principal. He shall not transmit orders from customers of
                  which he knows or ought to know that they are in a critical
                  financial position, without informing the Principal in advance
                  of such fact.
                  10.2. The Agent shall act as a del credere agent only if, and
                  to the extent, the parties have expressly agreed thereto. In
                  that case they should complete and sign Annex V.

                  Art. 11 Principal's trademarks and symbols
                  11.1. The Agent shall use the Principal's trademarks, trade
                  names or any other symbols, but for the only purpose of
                  identifying and advertising the Products, within the scope of
                  this contract and in the Principal's sole interest.
                  11.2. The Agent hereby agrees neither to register, nor to have
                  registered, any trademarks, trade names or symbols of the
                  Principal (or which are confusingly similar with the
                  Principal's ones), in the Territory or elsewhere.
                  11.3. The right to use the Principal's trademarks, trade names
                  or symbols, as provided for under the first paragraph of this
                  article, shall cease immediately for the Agent, on the
                  expiration or termination, for any reason, of the present
                  contract.
                  11.4. The Agent shall notify the Principal of any infringement
                  of the Principal's trademarks, trade names or symbols that
                  comes to his notice.

                  Art. 12 Complaints by Customers
                  The Agent shall immediately inform the Principal of any
                  observations or complaints received from customers in respect
                  of the Products. The parties hereto shall deal promptly and
                  properly with such complaints. The Agent has no authority to
                  engage in any way the Principal, unless after he has received
                  a specific authorization to such effect.

                  Art. 13 Exclusivity
                  13.1. The Principal shall not, during the life of this
                  contract, grant any other person or undertaking within the
                  Territory the right to represent or sell the Products.
                  13.2. The Principal is however entitled to deal directly,
                  without the Agent's intervention (provided he informs the
                  latter) with customers situated in the Territory; in respect
                  of any sales arising therefrom, the Agent shall be entitled to
                  the commission provided for in this contract.
                  13.3. The Principal shall be entitled to deal directly with
                  the special customers listed in Annex VI, §2; in respect of
                  the sales to such customers the Agent shall be entitled to the
                  reduced commission provided for in Annex VI, §2. Paragraph
                  13.3. shall not apply if §2 of Annex VI (Special
                  customers/Reduced commission) has not been filled in by the
                  parties.

                  Art. 14 Agent to be kept informed
                  14.1. The Principal shall provide the Agent with all necessary
                  written information relating to the Products (such as price
                  lists, brochures, etc.) as well as with the information needed
                  by the Agent for carrying out his obligations under the
                  contract.
                  14.2. He shall furthermore inform the Agent without undue
                  delay of his acceptance, refusal and/or non-execution of any
                  business transmitted by the Agent.
                  14.3. The Principal shall keep the Agent informed of any
                  relevant communication with customers in the Territory.
                  14.4. If the Principal expects that his capacity of supply
                  will be significantly lower than that which the Agent could
                  normally expect, he will inform the Agent within a reasonable
                  time.

                  Art. 15 Agent's commission
                  15.1. The Agent is entitled to the commission provided for in
                  Annex VI, §1, on all sales of the Products which are made
                  during the life of this contract to customers established in
                  the Territory.
                  15.2. If the Agent, when dealing with customers established in
                  the Territory, solicits orders resulting in contracts of sale
                  with customers established outside the Territory, and if the
                  Principal accepts such orders, the Agent shall be entitled to
                  receive a reduced commission, the amount of which shall be
                  decided on a case by case basis. Similarly, the Agent's
                  commission shall be reduced when an other agent solicits
                  orders with customers established outside the Territory
                  resulting in contracts of sale with customers established
                  within the Territory.
                  15.3. A reduced commission may be agreed in advance between
                  the Principal and the Agent in appropriate circumstances where
                  a customer is to be granted terms or conditions which are more
                  favorable than the Principal's standard conditions. If the
                  parties have filled in §3 of Annex, VI the figures indicated
                  therein shall apply in the respective situations.
                  15.4. Unless otherwise agreed in writing, the commission
                  covers any expenses incurred by the Agent in fulfilling his
                  obligations under this contract (such as telephone, telex,
                  office, travel expenses, etc.)

                  Art. 16 Method of calculation commission and payment
                  16.1. Commission shall be calculated on the net amount of the
                  involves, i.e. on the effective sales price (any discount
                  other than cash discounts being deducted) clear of any
                  additional charges (such as packing, transportation,
                  insurance) and clear of all tariffs or taxes (including value
                  added tax) of any kind, provided that such additional charges,
                  tariffs and taxes are separately stated in the invoice.
                  16.2. The Agent shall acquire the right to commission after
                  full payment by the customers of the invoiced price. In case
                  of partial payment made in compliance with the sales contract,
                  the Agent shall be entitled to a proportional advance payment.
                  In case the Principal is insured against the risk of
                  non-payment by his customers, the parties may agree that a
                  commission be paid on the sums obtained by the Principal from
                  the insurer, by filling in Annex VI, 4.1.
                  16.3. The Principal shall provide the Agent with a statement
                  of the commissions due in respect of each quarter and shall
                  set out all the business in respect of which such commission
                  is payable. The commission shall be paid not later than the
                  last day of the month following the relevant quarter.
                  16.4. The Agent is entitled to all the information, and in
                  particular extracts from the Principal's books, in order to
                  check the amount of the commission due to him. The Principal
                  shall permit an independent auditor appointed for that purpose
                  by the Agent to inspect the Principal's books for the purpose
                  of checking the data relevant for the calculation of the
                  Agent's commission. The costs of such inspection shall be
                  borne by the Agent.
                  16.5. Should any governmental authorization (e.g. due to
                  exchange control regulations in the Principal's country) be
                  necessary for the Principal to transfer abroad the commission
                  (or any other sum the Agent may be entitled to receive), then
                  the payment of the amount shall be made after such
                  authorization has been given. The Principal shall take all
                  necessary steps for obtaining the above authorizations.
                  16.6. Except as otherwise agreed, the commission shall be
                  calculated in the currency of the sales contract in respect of
                  which the commission is due.
                  16.7. Any taxes imposed on the Agent's commission in the
                  Territory are for the Agent's account.

                  Art. 17 Unconcluded business
                  17.1. No commission shall be due in respect of offers or
                  orders transmitted by the Agent and not accepted by the
                  Principal.
                  17.2. If a contract made by the Principal as a result of
                  orders transmitted by the Agent is not thereafter put into
                  effect, the Agent shall be entitled to commission unless non
                  performance of the contract is due to reasons for which the
                  Principal is not responsible.

                  Art. 18 Term of the Contract
                  18.1. This contract is concluded 18.1. This contract enters
                  for an indefinite period ------- and enters into force on into
                  force on the   -------- and shall remain in force ---------
                  until ---.
                  18.2. This contract may be 18.2. This contract shall be
                  terminated by either party by automatically renewed for notice
                  given in writing by successive periods of one means of
                  communication year, unless terminated by ensuring evidence and
                  date of either party by notice given receipt (e.g. registered
                  mail in writing by means of with return receipt, special
                  communication ensuring courier, telex), not less than evidence
                  and date of receipt 4 months in advance. If the (e.g.
                  registered mail with contract has lasted for more return
                  receipt, special courier, than five years, the period of
                  telex), not less than four than five years, the period of
                  telex), not less than four notice will be of 6 months. months
                  before the date of The end of the period of expiry, by
                  registered mail notice must coincide with the with return
                  receipt. If the end of a calendar month. contract has lasted
                  for more The parties may agree in than five years, the period
                  of writing on longer periods of notice will be of 6 months.
                  notice. The parties may agree in writing on longer periods of
                  notice.

                  Art. 19 Unfinished business
                  19.1. Orders transmitted by the Agent or received by the
                  Principal from customers established in the Territory before
                  the expiry or termination of this contract and which result in
                  the conclusion of a contract of sale not more than six months
                  after such expiration, shall entitle the Agent to commission.
                  19.2. No commission is due to the Agent for contracts of sale
                  made on the basis of orders received after the expiry or
                  termination of this contract, save if such transaction is
                  mainly attributable to the Agent's efforts during the period
                  covered by the agency contract and if the contract was entered
                  into within a reasonable period after the expiry or
                  termination of this contract. The Agent must however inform
                  the Principal in writing, before the expiry or termination of
                  this contract, of the pending negotiations which may give rise
                  to commission under this paragraph.

                  Art. 20 Earlier termination
                  20.1. Each party may terminate this contract with immediate
                  effect, by notice given in writing by means of communication
                  ensuring evidence and date of receipt (e.g. registered mail
                  with return receipt, special courier, telex), in case of a
                  substantial breach by the other party of the obligations
                  arising out of the contract, of in case of exceptional
                  circumstances justifying the earlier termination.
                  20.2. Any failure by a party to carry out all or part of his
                  obligations under the contract resulting in such detriment to
                  the other party as to substantially deprive him of what he is
                  entitled to expect under the contract, shall be considered as
                  a substantial breach for the purpose of article 20.1. above.
                  Circumstances in which it would be unreasonable to require the
                  terminating party to continue to be bound by this contract,
                  shall be considered as exceptional circumstances for the
                  purpose of article above.
                  20.3. The parties hereby agree that the violation of the
                  provisions --------------- under  18 of the present contract
                  is to --------------- be considered in principle, unless the
                  contrary is proved, as a substantial breach of the contract.
                  Moreover, any violation of the contractual obligations may be
                  considered as a substantial breach, if such violation is
                  repeated notwithstanding a request by the other party to
                  fulfill the contract obligations. The parties may make
                  reference here to those particles for which a breach is
                  consider of particular importance. This may be the case for
                  articles 5 (non competition), 7.3. (Guaranteed minimum target:
                  if agreed), 11.2. (unauthorized registration of the
                  principal's trademarks by the agent), 13.1. (grant of
                  exclusivity by the principal) and 15.1 (payment of commission
                  to the agent). It is recommended that the use of this article
                  should be limited to essential situations only.
                  20.4. Furthermore, the parties agree that the following
                  situations shall be considered as exceptional circumstances
                  which justify the earlier termination by the other party:
                  bankruptcy, moratorium, receivership, liquidation or any kind
                  of composition between the debtor and the creditors, or any
                  circumstances which are likely to affect substantially one
                  party's ability to carry out his obligations under this
                  contract.
                  20.5. If the parties have filled in Annex VII, the contract
                  may also be terminated by the Principal with immediate effect
                  in case of change of control, ownership and or management of
                  the agent- company, according to the provisions set forth in
                  Annex VII. 20.6. If a party terminates the contract according
                  to this article, the arbitrators ascertain that the reasons
                  put forward by that party did not justify the earlier
                  termination, the termination will be effective, but the other
                  party will be entitled to damages for the unjustified earlier
                  termination. Such damages will be equal to the average
                  commission for the period the contract would have lasted in
                  case of normal termination, unless the damaged party proves
                  that the actual damage is higher (or, respectively, the party
                  having terminated the contract proves that the actual damage
                  is lower). The above damages are in addition to the indemnity
                  which may be due under article 21.

                  Art. 21 Indemnity in case of termination
                  21.1. The Agent shall be en- 21.1. The Agent shall not be
                  titled to an indemnity ("good- entitled to an indemnity for
                  will indemnity") if and to the goodwill or similar extent
                  that: compensation 20 ("goodwill indemnity") in case of
                  a) he has brought the termination of the contract. Principal
                  new customers or This provision does not limit has
                  significantly increased the Agent's right to claim the volume
                  of business damages for breach of contract ness with existing
                  customers as far as the termination by and the Principal the
                  Principal amounts to such continues to derive a breach, and is
                  not already substantial benefits from covered by article 20.6.
                  the business with such customers, and
                  b) the payment of this indemnity is equitable having regard to
                  all the circumstances and, in particular, the commission lost
                  by the Agent on the business transacted with such customers.
                  21.2. The amount of the in indemnity shall not exceed a figure
                  equivalent to an indemnity for one year calculated from the
                  Agent's average annual remuneration over the preceding five
                  years and, if the contract lasted for less than five years,
                  the indemnity shall be calculated on the average for the
                  period in question.
                  21.3. The Agent will lose the right to indemnity if he does
                  not claim the indemnity in writing within one year from
                  contract termination.
                  21.4. The Agent shall have no right to indemnity in the
                  following cases:
                  a) where the Principal has terminated the contract according
                  to the conditions set out in article 20;
                  b) where the Agent has terminated the contract, unless the
                  termination is justified under article 20 or on grounds of
                  age, infirmity or illness in consequence of which the Agent
                  cannot reasonably be required to continue his activities;
                  c) where, in accordance with article 26.2, the Agent assigns
                  his rights and duties under the agency contract to another
                  person.
                  21.5. The goodwill indemnity provided for under this article
                  is in lieu of any compensation for loss or damage arising out
                  of the contract expiration or termination (except damages for
                  breach of contract).

                  In some countries, such as EEC countries which have adopted
                  the EEC directive or other countries with similar mandatory
                  rules, alternative A would violate mandatory requirements. 20
                  This broad definition is meant to cover any compensation to be
                  paid in case of contract termination independent from a breach
                  of contract by the Principal, including payments which are not
                  defined as an "indemnity", or "goodwill indemnity, see above,
                  §2 of the introduction.

                  Art. 22 Return of documents and samples
                  Upon expiry of this agreement the Agent shall return to the
                  Principal all advertising material and other documents and
                  samples which have been supplied to him by the Principal and
                  are in the Agent's possession.

                  Art. 23 Arbitration, Applicable law
                  23.1. Any dispute arising out of or in connection with the
                  present Contract shall be finally settled in accordance with
                  the Rules of Conciliation and Arbitration of the international
                  Chamber of Commerce by one or more arbitrators designated in
                  accordance to said Rules.
                  23.2. The arbitrators shall apply the provisions constrained
                  in this contract and the principles of law generally
                  recognized in international trade as applicable to
                  international agency contracts, with the exclusion - subject
                  to article 23.3. hereunder of national laws. If the Agent is
                  established within the EEC, the mandatory provisions of the
                  EEC Directive of 18 December 1986 shall also apply.
                  23.3. The arbitrators shall in any case consider such
                  mandatory provisions of the law of the country where the Agent
                  is established which would be applicable even if the parties
                  submit the agreement to a foreign law. The arbitrators will
                  take the above provisions into account to the extent they
                  embody principles which are universally recognized and
                  provided their application appears reasonable in the context
                  of international trade.

                  Art. 24 Automatic inclusion under the present contract
                  24.1. If the parties have not made a choice between the
                  alternative solutions provided in articles 8 and 18 under the
                  letters A and B, by deleting one of the alternatives, and
                  provided they have not expressly made a choice by other means,
                  alternative A shall be considered applicable.
                  24.2. If the parties have not made a choice between the
                  alternative solution provided in article 21 (goodwill
                  indemnity in case of termination) under the letters A and B,
                  by deleting one of the alternatives, and provided they have
                  not expressly made a choice by other means, alternative A
                  shall be considered applicable if the Agent is established in
                  a country where a goodwill indemnity in case of termination is
                  recognized by mandatory law and alternative B shall apply in
                  the opposite case.
                  24.3. The annexes attached to this contract form an integral
                  part of the agreement. Annexes or part of annexes which have
                  not been filled in will be effective only to the extent and
                  under the conditions indicated in this contract.

                  Art. 25 Previous agreements - Modifications - Nullity
                  25.1. This Contract replaces any other preceding agreement
                  between the parties on the subject.
                  25.2. No addition or modification to this contract shall be
                  valid unless made in writing. However a party may be precluded
                  by his conduct from asserting the invalidity of additions or
                  modifications not made in writing to the extent that the other
                  party has relied on such conduct.
                  25.3. The nullity of a particular clause of this contract
                  shall not involve the nullity of the whole agreement, unless
                  such clause is to be considered as substantial, i.e. if the
                  clause is of such importance that the parties (or the party to
                  the benefit of which such clause is made) would not have
                  entered into the contract if it knew that the clause would not
                  be valid.

                  Art. 26 Prohibition of assignment
                  26.1. The present contract cannot be assigned without prior
                  written agreement between the two parties.
                  26.2. If article 21 A is applicable, and if there has been
                  assignment by the Agent with the Principal's consent according
                  to article 21.4(c), the goodwill indemnity of the new agent
                  shall be calculated by also taking into account the activity
                  of the old agent, according to article 21. It is expressly
                  agreed that the amount that may have been paid by the new
                  agent to the previous one shall not be taken into account when
                  calculating the indemnity. The purpose of this sentence is to
                  make clear that the price paid by the new agent to the old one
                  (which price may be influenced by facts which are out of the
                  scope of the agency agreement), is not a basis for calculating
                  the indemnity.

                  Art. 27 Authentic text
                  The English text of this contract is the only authentic text.
                  Made in      on the   --------------- -----------
                  The Principal                          The Agent
                  _____________                       ____________

                  If the contract is written in another language this clause
                  should of course be modified to indicate the language of the
                  contract.

                  ANNEX I PRODUCTS AND TERRITORY

                  (Article 1.1.)
                  §1. Products
                  _______________________________________________________________________
                  ______________________________------------------------------------------------------------

                  If this paragraph 1 of Annex I has not been filled in, all
                  products manufactured and/or sold by the Principal at present
                  and in the future shall be considered as "Products" for the
                  purpose of this
                  contract.-------------------------------------------------------------

                  If the parties choose this solution (including any future
                  products in the contract) problems may arise in case of
                  conflict between new products from the manufacturer and
                  products of other manufacturers already represented by the
                  agent. If such problems are foreseeable, the parties should
                  define appropriate rules for solving the conflict.

                  §2. Territory
                  ____________________________------------------------------------------------------------

                  If this paragraph 2 of Annex I has not been filled in, the
                  whole territory of the country where the Agent has his place
                  of business will be considered as "Territory" for the purpose
                  of this contract.
                  -------------------------------------------------------------

                  
                  ANNEX II PRODUCTS AND PRINCIPALS REPRESENTED BY THE AGENT

                  (Article 5.4.)
                  -------------------------------------------------------------
                  This Annex is applicable only if filled in by the parties.
                  The Agent hereby declares that he represents (and/or
                  distributes or manufactures) the following products, directly
                  or indirectly, at the time of the conclusion of the present
                  contract:
                  -----------------------------------
                  PRINCIPAL  PRODUCTS
                  -------------------------------- ____________

                  
                  ANNEX III ADVERTISING, FAIRS AND EXHIBITIONS

                  §1. Advertising (art. 6.2.)
                  Except as otherwise agreed in writing, the costs of agreed
                  advertising shall be shared between the parties as follows:
                  --------------- Principle: %
                  --------------- Agent:  %
                  -------------------------------------------------------------
                  If the figures left blank in the above paragraph are not
                  filled in by, the parties, each party will bear the
                  advertising expenses it has incurred.
                  -------------------------------------------------------------

                  §2. Fairs and exhibitions (art. 6.3.)
                  Except as otherwise agreed in writing, the costs for
                  participation in fairs and exhibitions in the Territory shall
                  be shared between the parties as follows:
                  --------------- Principal: %
                  --------------- Agent:  %
                  -------------------------------------------------------------
                  If the figures left blank in the above paragraph are not
                  filled in by the parties, each party will bear the expenses
                  for participation in fairs and exhibitions it has incurred.
                  -------------------------------------------------------------

                  
                  ANNEX IV GUARANTEED MINIMUM TARGET

                  (Article 7.3)
                  This Annex IV is applicable only if the parties have fixed the
                  minimum target by filling in one of the alternative figures
                  hereafter
                  -------------------------------------------------------------
                  The Agent undertakes, during each year, to transmit orders for
                  not less than:
                  --------------- □   (amount in money)24
                  --------------- □   (amount in Products)
                  --------------- □   % of the target agreed upon in accordance
                  with article 7.1.

                  If this alternative is chosen, care should be taken in order
                  to avoid that the agreed sum is automatically reduced (from
                  year to year) as a consequence of inflation, e.g. by providing
                  a yearly increase.

                  If at the end of the year the above Guaranteed Minimum Target
                  has not been attained, for reasons other than those for which
                  the Principal can be held responsible, subject to giving one
                  month's notice, the Principal shall be entitled at his choice,
                  to terminate this contract, or to cancel the Agent's
                  exclusivity, or to reduce the extension of the Territory. This
                  right must however be exercised in writing not later than two
                  months after the end of the year in which the Guaranteed
                  Minimum Target has not been attained. Unless the parties
                  hereafter agree on different figures, the Guaranteed Minimum
                  Target indicated above shall also be applicable for each year
                  of the duration (including the case of renewal) of this
                  agreement.

                  
                  ANNEX V DEL CREDERE25

                  (Article 10.2)
                  In choosing the options parties should pay attention to the
                  legal rules of the country where the agent is established. In
                  some legal systems (e.g. Great Britain) there are no
                  limitations; in others (e.g. Germany) the del credere
                  obligation must be limited to specific business or customers
                  and a special commission must be paid; in other countries
                  (e.g. Italy) del credere may be granted on all business, and
                  without special commission, but only for a percentage of the
                  loss.
                  ---------------------------------------------------------------

                  This Annex V is applicable only to the extent it is filled in
                  and provided it has been signed by the parties
                  ---------------------------------------------------------------

                  The Agent shall act as a del credere agent according to the
                  conditions stated hereafter. A del credere obligation means
                  that the Agent undertakes to reimburse to the Principal the
                  total or partial amount (according to the alternative
                  solutions under §2 hereafter) of unpaid sums that the
                  Principal is entitled to receive from customers and which have
                  not been paid for reasons for which the Principal is not
                  responsible. The del credere obligation does not cover the
                  expenses incurred by the Principal for recovering his credits.

                  1.      The agent shall be responsible:
                  1.A □ for any business transmitted by him
                  1.B. □ only for business or customers expressly agreed case by
                  case
                  2.      The agent's responsibility shall be:
                  2.A □ unlimited
                  2.B □ limited to □□ % of the sums not recovered26
                  2.C □ limited to □□ times the agreed commission
                  Options 2.B and 2.C may be used together: e.g. not more than
                  15% of the sums not recovered and not more than three times
                  the agreed commission.
                  3. The agent shall be entitled to an extra commission of □□ %
                  on all business on which he has granted del credere.
                  4. No del credere is due if the loss is due to reasons for
                  which the Principal is clearly responsible.
                  5. The Agent has no right to commission according to article
                  16.2. However, the del credere obligation shall in no case
                  exceed the total amount due by the customer minus the Agent's
                  commission.
                  The Principal      The Agent
                  _______________ _______________

                  
                  ANNEX VI COMMISSIONS

                  §1. Amount of commission (Art. 15.1.)

                  1.1. Simple commission
                  Amount of commission is □□ %
                  1.2. Different levels of commission according to the value of
                  the sales contract. If a contract lasts more than one year,
                  parties should agree if they wish to consider the agreement
                  for the following year as a separate agreement. Parties should
                  also clearly define the criteria for considering a group of
                  supplies (e.g machines and equipment for the same project) as
                  one sales contract or as separate contracts.
                  -----------------------------------------------------------------

                  If this subparagraph 1.2. is filled in, it will apply in lieu
                  of paragraph 1.1.
                  -----------------------------------------------------------------

                  Sales contracts up to     % ----------- ----------- -------
                  Sales contracts from  up to     % ----------- -----------
                  -------
                  Sales contracts from  up to     % ----------- -------
                  Sales contracts over     % ----------- -------

                  §2. Special customers/Reduced commission (Art. 13.3.)
                  On all sales to the following customers the Agent is entitled
                  to the following reduced commission:
                  ------------------------------- ---------     %

                  §3. Negotiation margins and discounts (Art. 15.3.)
                  3.1. Negotiation margins
                  The Agent has a negotiation margin of □□ % on the prices set
                  out in the price-list in force. Therefore, the Agent may
                  propose to customers any discount within such margins without
                  reduction to his rate of commission.
                  3.2 Authorized discount
                  The Agent is entitled to propose to customers the following
                  discounts, which entail a reduction in his commission, in
                  accordance with the schedule hereunder:
                  Negotiation margin □□ % full commission
                  discount of □□ % commission □□ %
                  3.3. Discount to be agreed upon
                  The Agent undertakes not to propose to the customers any
                  discount higher that the maximum discount shown in the
                  schedule set out in §3.2. above, without prior written
                  authority from the Principal.

                  §4. Commission on insured credits (art. 16.2)
                  If the Principal is insured against the insolvency of his
                  customers, and he is paid by the insurer (instead of receiving
                  the price from the customer) the Agent is entitled:
                  □ to a half commission on the sums paid by the insurer
                  □ to the full commission on the sums paid by the insurer,
                  after deduction of the costs or expenses borne by the
                  Principal with reference to the non-payment.
                  
                  ANNEX VII CHANGE OF CONTROL, OWNERSHIP AND/OR MANAGEMENT IN
                  THE AGENT COMPANY

                  (Article 20.5)
                  The principal may terminate the agreement with immediate
                  effect, if:
                  □ Mr.   ceases to own more than □□ % of the shares of the
                  Agent company
                  □ Mr.   ceases to be the of the Agent company
                  Specify here the position that the qualifying person has in
                  the agent company, e.g. director, general manager, president
                  of the board, as the case may be. This clause may be dangerous
                  for the agent company, particularly if the qualifying person
                  is not the owner, but only an employee. At the same time, if
                  alternative A of article 21 is applicable, the Agent company
                  may terminate this contract on grounds of the
                  ------------------------- age, infirmity or illness of Mr.  
                  ------------------------- according to article 21.4 A, (b),
                  without losing the right to the goodwill indemnity under such
                  provision.

                  Our Contract Template Database is complied in accordance with
                  laws of P.R.China. This English document is translated
                  according to its Chinese version. In case of discrepancy, the
                  original version in Chinese shall prevail.