SALES AGREEMENT

This agreement is made by and between Vignesh rubbers pvt ltd, Thamerasery
P.O, Calicut-5 (The "Seller") and HomeDepo ,Walstreet, Newyork, U.S.A (the
Buyer), who agree as follows:

A. The Seller agrees to sell, and the Buyer agrees to buy:

Item name Qty Rate Amount

(in Rs)
Fischer 250 75 18750
EVA 300 120 36000
MAX 500 140 70000

B. In exchange for the Property, the Buyer agrees to pay to the Seller the sum
of Rs 124750, payable according to the below mentioned payment terms

C. Payment terms are as follows

1. Payment shall be made by net cash against sight draft with bill of
lading attached showing the shipment of the goods. Such payment
shall be made through Bank of India. The bill of lading shall not be
delivered to the Buyer until such draft is paid.
2. Within 15 days from the date of this Agreement, the Buyer shall
establish an irrevocable L/C with a first-class bank in compliance with
the terms and conditions set forth in this contract.
3. Payment for the goods specified herein shall not mean an acceptance
thereof by the Buyer with regard to its quality. All goods shall be
accepted only after the Buyer's inspection.
4. All the payments shall be made in the US currency by the Buyer to
the Seller by M/T to the Seller's designated accounts with the bank in
United States.
5. Payment shall be made by net cash against sight draft with bill of
lading attached showing the shipment of the goods.
6. The Buyer, on receipt from the Seller's shipping advice, shall open
an irrevocable Letter of Credit with the Bank of India, in favor of the
Seller for the total value of shipment 25-30 days prior to the date of
delivery. The L/C shall be available against the Seller's draft at sight on
the issuing bank for 100% invoice value accompanied by the shipping
documents specified in payment clause mentioned in sales contract.
Payment shall be effected by the issuing bank by T/T against
presentation of the aforesaid draft and documents. The L/C shall be
valid until the 20th day after the shipment is effected.
7. The Seller may present the sight draft together with the shipping
documents through the Seller's Bank to the Buyer for collection after
shipment. Since D/P (documents against payment) is agreed on, the
collecting bank will deliver the documents against receipt of payment.
8. Payment shall be effected by the Buyer, by M/T(Mail Transfer),
within 7 days after receipt from the Seller of the shipping documents.
9. The Buyer shall open a 100% confirmed, irrevocable, divisible and
negotiable letter of credit in favor of the Seller within 5 calendar days
from date of the agreement through the issuing bank. The letter of
credit shall be drawn against draft at sight upon presentation of the
following documents:

• Full set of the Seller's commercial invoice.

• Full set of clean, blank, endorsed bill of lading.

• Inspection certificate of quality and quantity.

10. The Buyer shall send a confirmed, irrevocable, and transferable

letter of credit to be drawn by sight draft to the Seller before Nov
20th, 2005. The letter of credit remains valid until 15 days after the
above mentioned delivery and will expire on Dec 30th, 2005.
Meanwhile, a deposit of 10% of the total price should be paid by the
Buyer immediately after signing the contract.
11. Payment is effected by confirmed, irrevocable, transferable, and
bank's acceptance L/C at sight with partial shipment, remaining valid
for negotiation in India until 15th day after the date of delivery. In the
meantime, the L/C should be opened in favor of the Seller within 15
days after the signing of the contract.
 12. The Buyer shall open an irrevocable sight L/C through a bank
acceptable to the Seller. The L/C must reach to Seller 45 days before
the date of delivery, valid for negotiation in India until the 15th day
after the latest shipment date.
13. The payment is effected by irrevocable L/C available by Seller's
documentary draft at sight to be valid for negotiation in India until 21
days after date of shipment. The L/C must reach the Seller 30 days
before the date of shipment.
14. The payment is made by D/P after 60 days sight. The Buyer shall
duly accept the documentary draft drawn by the Seller at 60 days sight
upon first presentation and make payment on its maturity. The
shipping documents are to be delivered against payment only.
15. The Buyer shall pay 100% of the sales proceeds in advance by
M/T(Mail Transfer) to reach the Seller not later than July 15,2005.

D. Shipping time:

 E. Shipping port:

 F. Port of Destination:

G. Insurance-Insurance to be effected by the seller for 110% of CIF invoice value

against Free Particular Average as per Ocean Marine Cargo Clause of the People's
Insurance Company of India
H. The Seller retains a security interest in the Property to secure payment and
performance of the Buyer's obligation under this agreement and the Note.  Upon
any default by the Buyer in the performance of any such obligations immediately
due and payable and shall have the remedies of a secured party under the Uniform
Commercial Code enacted in the state of laws of which govern the terms of this
agreement.

I. This agreement shall be governed by the laws of ____________________.

J. If any part of this agreement is adjusted invalid, illegal, or unenforceable, the

remaining parts shall not be affected and shall remain in full force and effect.

K. This agreement shall be binding upon the parties, and upon their heirs,
executors, personal representatives, administrators and assigns.  No person shall
have a right or cause of action arising out of or resulting from this agreement
except those who are parties to it and their successors in interest.

L. This instrument, including any attached exhibits and addenda, constitutes the
entire agreement of the parties.  No representations or promises have been made
except those that are set out in this agreement.  This agreement may not be
modified except in writing signed by all the parties.

OTHER TERMS

1) The Sellers shall not be held responsible if they fail, owing to Force
Majeure cause or causes, to make delivery within the time stipulated in this
Sales Contract or cannot deliver the goods. However, the Sellers shall inform
 immediately the Buyers by cable. The Sellers shall deliver to the Buyers by
registered letter, if it is requested by the Buyers, a certificate issued by the
China Council for the Promotion of International Trade or by any competent
authorities, attesting the existence of the said cause or causes. The Buyers’
failure to obtain the relative Import Licence is not to be treated as Force
Majeure.

2). ArbitrationAll disputes arising in connection with this Sales Contract or

the execution thereof shall be settled by way of amicable negotiation. In case
no settlement can be reached, the case at issue shall then be submitted for
arbitration to the China International Economic and Trade Arbitration
Commission in accordance with the provisions of the said Commission. The
award by the said Commission shall be deemed as final and binding upon both
parties.

Seller:                                                             Buyer:

__________________________  ___________ ______________________  ____________

               (Signature)                      (Date)               (Signature)                      (Date)