PROCESSING CONTRACT N0: 01/03 L_H Date: Dec.15th 2009 Between: Party A: H International N.V Company Add: Liersesteenweg 240; 2220; Heist-op-den-Berg Fax: 015 24 25 38 (+32-015 24 25 38) Represented by: Mr Hugo, General Director And: Party B: LINDA Company Add: 2C Pho Quang, Ward 2, Dist Tan Binh, Tp Ho Chi Minh Fax: 08.39971065 Tel: 08 37720401 – 37720402 Represented by: Ms Loi, Director RECITALS WHEREAS, party B is willing to reserve the production capacity of party A for the purpose of producing spring and winter Coats, Jackets upon the terms and conditins set forth in the present agreement Whereas, party A is willing to trasform the meterials and accessories delivered by party B into spring and winter Coats, Jacket for party B upon the terms and conditions set forth in the present agreement NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Article 1: Commodity- Quantity- Processing Price Party A will produce for party B 320,000 Pcs including: 70,000 Pcs for Coats and 250,000 Pcs for Jacket (Estimated) CM price for Coat: USD 6,5/ pc Jacket: USD 5,5/pc Style No: Will be fixed by annex Total amount of Agreement: USD 1,830,000 Article 2: Technical stipulation: Party A warrants that it owns all the necessary worker (including qualified workers and technicians, machines, spare parts ), to perform its obligations regarding the production of garments provided in this agreement Party A especial warrants that it owns or will within one month preceding the beginning of the production, all the ironing machines required to fulfill its obligations Article 3: Material and accessories: The detail style, quantity of each style and CM price will be agreed by both parties, each season, within the month preceding the beginning of the production and will be attached here to as ANNEX The CM price includes packing material and carton box (Article 4): Party B undertakes to provide to party A full orders, material and accessories to cover all the production capacity reserved by party A for party B during the validity of this agreement Party B shall supply to party A all the materials and accessories necessary to follow party A to produce the goods required, according to a consumption rate which will be agreed by both parties, plus 3% of waste allowance Party B shall also provide all the accessories for packing such as pollybag, scotch tape and plastic pin Each season party B shall provide party A with a production schedule, including the delivery time, the type, quantity and quality of goods Article 4: Delivery time Party B shall deliver the materials and accessories to party A in the CIF, Incoterm 2010/ HOCHIMINH city any port Party B shall provide party A with all the necessary information and documents regarding the material and accessaories deliverred to party A before the arrival of the shipment and, at the least, within days before the arrival of shipment Shipping documents of material and accessories include: − − − 2/3 original Bills of Landing marked “Freight prepaid” Signed invoice in triplicate Packing list in triplicate Shipping documents shall be sent to Party A within days after shipping date Upon unloading of material and accessories in Party A warehouse, representatives of both parties will check the quantity of all items delivered to party A and will jointly establish a control report which will be sent to party B within days following the arrival of the materrials, accessories delivered by party B If the control repor does not mention any differences between the quantity and quanlity of the material received by party A and the one that has been delivered by party B, party A shall be deemed to have accepted the goods delivered and no reclamation shall be accepted Should there be any delay in the delivery by party B of the materials and accessories and if this delay aither has prevented the production to begin or has terminated the priduction, the delivery time will be increased of same delay Party A shall deliver the finished product to party B, acoording to the production schedule on FOB, Incoterm 2010, Ho Chi Minh City any port Shipping documents of finished product include: − − − 3/3 original Bill of Landing Commercial invoice signed in triplicate Packing list in triplicate The shipping documents are to be delivered to party B only after Party A receive the payment from party B Consignee in BELGIUM: H International N.V Company, Liersesteenweg 240; 2220; Heist-op-den-Berg The name of the vessel and the desination of the product will be clearly instructed by Party B destination port All other specification regarding the documents will be specified in the further anouncement Article 5: Quantlity of product Party B shall provide Party A with all technical conditions and approriated documents such as master sample, paper patterns, consumption rates, size specificatioons and assortment, color cards, Party A undertakes to respest the quality required by Party B and to base the production on the sample approved by a representative of Party B and acoording to the technical know-how of Party B A representative of Pary B will survey and control the production and attempt to solve all technical problems arising from the execution of this agreement In the event quality production is below the quality level which was agreed by both parties at the same time of the agreemant, and, if party A remains in default o remedy the default within 15days of their noting, party B shall have the right to terminate the agreement all damages incurred in respect of the dafault Article 6: Inspection Party B will inspect teh finished product upon reception Should there be any shortage in quantity, non-respect of the quality required by party B, or any other defects, party B shall within 15 days following the discovery of the default, and in any case not later tahn 30 days following the reception of the product, notify party A thereof in writing and party A undertakes to remedy the defects withi 30 days upon receipt of th witten mentioned here above Should party A remain i default to remedy the defect, Party B shall be entitled o the reparation of the prejudice cause by this default Article 7: Payment Party B will make payment to party A by TTR in favor of party A after days to the account No 12345 at INIDOVANI BANK HO CHI MINH City upon reception of the shipping document required by party B Article 8: Claim Party A responsible for any delay in delivery which cause shippment by air insead of sea airfrieght, airfreight costs will be paid by party A Article 9: General clause Party B must prove their legal right in using any registed trade- marks which are put on their goods and also allow party A to use thos ones for party B goods Party B also guarante that they will take full reponsibility for any of trade-marks claim Article 10: Arbitration The presnt agreement, as well as any agreement in connection therewith, shall be givened by the laws of VIET NAM Any dispute rising out of or in connection with the present agreement shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber to the sail rules The arbitration procedures shall be governed by the laws of VIET NAM IN WITHNESS WHEREOF th parties here to have caused this agreement to be signed by their duly authorizied officers, on the date first above written This agreemnet is made 04 English copies which 02 for party A and 02 for party B with the same validity For party A For party B General Director Director Hugo Vong Ngoc Loi