| SALES AGREEMENT 
 This Agreement(Agreement)is made this [1st] day of [March, 1997] by and
 between [ABC Corp.], with its registered office at [140, West 51st Street, New
 York, N.Y.,U.S.A.] (Buyer) and [HAN KOOK Co., Ltd.], with its registered
 office at [159, Samsung-dong, kangnam-ku, Seoul, Korea](Seller):
 
 WITNESSETH
 
 WHEREAS, the Buyer desires to purchase from the Seller and the seller de-
 sires to sell to the Buyer[five million sets of T.V.] during a period of [5]
 years.
 Now, THEREFORE, in consideration of the Premises and covenants herein cont-
 ained, the parties hereto agree as follows:
 
 Article 1. Sale of Goods
 1.1 The Buyer shall purchase from the Seller and the Seller shall sell to the
 Buyer newly manufactured [T.V.Set](Goods) subject to the terms and cond-
 itions herein provided.
 
 Article 2. Quantity, Specification and Quality
 2.1 For [5] years commencing [March 1, 1997], the Buyer shall purchase from
 the Seller and the Seller shall sell to the Buyer [one million(1,000,000)
 pieces]of the Goods per year to make the total quantities of the sale of
 the Goods [five millon(5,000,000)pieces]during [March 1, 1997]to [February
 28, 2001.]
 
 2.2 The specification of the Goods shall be prescribed and specified in Speci-
 fication attached hereto as Exhibit [I].
 
 Article 3. Price
 3.1 The agreed unit price of each Goods(Price)is [Two Hundred United States
 Dollars (US$ 200)] on [C.I.F. New York]basis.
 3.2 The Price is fixed and effective up to shipments performed on or before
 [the end of September, 1997] and thereafter the Price shall be readjusted
 every [6] months according to Seller's request.
 
 Article 4. Payment
 4.1 Except otherwise agreed by the parties, all the payment for the Goods
 shall be made in United States Dollars by an irrevocable letter of credit
 in favor of the Seller, [confirmed by first class international bank des-
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