1. Parties. [Name] of [address] (Bank) and [name] of [address]

(Customer) have established a Commercial Letter of Credit, a copy

of which is attached [omitted].

2. Reimbursement. Drafts or acceptances under this Letter of

Credit are to be reimbursed to Bank in U.S. currency at Bank's

office at [address]. These shall be paid on demand or, in any

event, no later than one business day before maturity. If any

drafts or acceptances are not payable in U.S. currency, reimbursement

shall be at the equivalent amount of the U.S. dollar rate of exchange

on the day of demand.

3. Commission. For any sum paid under the Letter of Credit,

Customer will pay Bank a commission of _______ percent (_______%)

of such sum. The minimum commission shall be _______ dollars

($_______). Customer shall reimburse Bank for all charges and

expenses incurred by Bank in the administration of the Letter

of Credit.

4. Security. Bank may hold and dispose of the following items

as security for all sums owed to Bank by Customer under the Letter

of Credit: (a) all property shipped under or pursuant or in connection

to the Letter of Credit and (b) any drafts, shipping documents,

warehouse receipts, policies, or certificates issued in connection

with the Letter of Credit. Bank may hold these items and their

proceeds until all obligations under the Letter have been fully

performed or discharged.

5. Partial Shipments. Partial shipments may be made under the

Letter of Credit, and the drafts accompanying these shipments

may be honored.

6. Modification of Letter of Credit. If the Letter of Credit

is modified at any time, such as, but not limited to, a change

in the terms of the credit or an extension of the term, or increase

in the amount of the Letter of Credit, the terms of this Agreement

will be binding in accordance with the Letter of Credit as modified.

7. Bank's Disclaimer of Liability. Any users of the Letter of

Credit are Agents of Customer, and, as such, Customer assumes

all the risks of the users' acts and omissions. Bank is not responsible

for the existence, character, quality, condition, packing, value,

or delivery of the property represented by the delivery documents,

or for any difference in the value, character, quality, or condition

of the property from that described in the documents. Further,

Bank is not responsible for the validity, genuineness, or sufficiency

of the documents, even if the documents are fraudulent or forged.

Bank is not responsible for the time, manner, or place of shipment,

the partial or incomplete shipment of the property referred to

in the Letter of Credit, or the character, quality, or solvency

of the insurer of the property. Bank is not responsible for delays

in shipments or the failure of Shipper to provide the proper documents

in connection with the shipment, or for any breach of contract

between Shippers or Vendors and Customer. Bank is not responsible

if any draft does not contain adequate reference to the Letter

of Credit, or if the shipping documents fail to state facts in

compliance with the Letter of Credit. Any action taken by Bank

or its Agents in connection with the Letter of Credit shall not

create any liability on the part of Bank to Customer, unless the

action taken is in breach of good faith.

8. Licenses. Customer will obtain any necessary import and export

licenses and will comply with all foreign and domestic governmental

regulations regarding the shipment of the property referred to

in the Letter of Credit.

9. Insurance. Customer agrees to keep the property covered by

insurance, the amount of which is subject to Bank's approval.

Customer agrees to furnish proof of such insurance to Bank on

demand. Bank shall be the loss payee on all such insurance policies.

10. Additional Security. Customer agrees to transfer to Bank

any additional security of a value and character that Bank deems

necessary for its protection. If Customer fails to keep an adequate

margin of security with Bank, or file for, or have cause to have

filed against it, a petition in bankruptcy, all obligations hereunder

shall become immediately due and payable, without notice. At such

time, Bank may sell, without notice or advertisement, any security

that it holds to satisfy the Letter of Credit.





Agreement Between Donor and Donee of Interest In Income Producing