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Letter of Intent

Bishop International Trading Company


Director of Business Development
State of Georgia Reference Number – 23253244
Order Reference Number -LOI-001-1021-1953
817 Hunters Trace
Cell - 435-655-1690
WhatsApp – 385-258-9129
gdbishop6@gmail.com
Jasper, Georgia 30143

Dear Buyer,

This Letter of Intent ("Letter") expresses mutual interest between JBS SA (Brazil)
("Seller") and Bishop International Trading Company ("Buyer") in which the Buyer(s)
would purchase the product set forth in this Letter from the Seller(s). This Letter outlines
some terms and conditions that must be met before any future contractual agreements can
take place. Before any material terms and commitments are made from the Buyer to
purchase or the Seller to sell, the exchange of certain information, approvals, and
documents must be made.

1. Prospective Transaction. The transaction, in which the parties have expressed a


mutual interest, involves the buying between 50 40-foot containers, per week (200 –
containers per month each container holding 27 metric tons of Chicken Feet per month
for initial 1-year contract from the Buyer to Seller ("Prospective Transaction"). See
appendix A for details of Corporate Offer from Seller

2. Purchase Price. The Prospective Transaction would involve payment from the Buyer
to the Seller under the following terms:

Letter of Credit at a purchase $1,020 per metric ton.

3. Liabilities of Seller. The Buyer will not assume any liabilities or obligations of the
Seller. The Seller would remain liable for any (known or unknown) liabilities or
obligations not expressly assumed by the Buyer and which arose before the
consummation of the final or definitive agreement and shall pay and discharge all
known liabilities and obligations prior to closing.

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4. Due Diligence. The Buyer will be entitled to inspect and analyze the Seller's assets and
inventory and the Seller's business and operations, including its books and records,
customer orders, liabilities, and prospects until the closing, or termination, of this letter.
The Seller will provide all information requested by the Buyer and the Buyer agrees to
execute a Confidentiality Agreement and to not contact the Seller's customers or suppliers
unless authorized by the Seller.

5. Contingencies. Before a final agreement can be made, the Buyer must be satisfied with
the due diligence review and information and documents provided by the Seller.

6. Definitive Agreement. The definitive agreement will be structured as a purchase and


sale of the product and will include customary covenants, conditions, and warranties.

7. Non-Binding Agreement. Except for the paragraph entitled "Public Announcements


and Confidentiality Agreement," the provisions in this Letter are for informational
purposes only and are non-binding on all parties. The prospective transaction requires
further negotiation and documentation, including preparing and executing a final
agreement. This Letter does not require either party to proceed to the completion of a
binding final agreement. The parties shall not be contractually bound to the sale,
purchase or transfer listed above unless and until they enter into formal, written final
agreement, which must be in form and content satisfactory to each party and to each
party's legal counsel, in their sole discretion.

8. Public Announcements and Confidentiality Agreement. All parties hereby agree not
to release any information to the public about this Letter or any potential agreement
without the separate written consent of all parties involved. All parties agree that the
terms of this Letter and any negotiations shall remain confidential between the parties
and their legal representation.

9. Authority to Enter Letter of Intent. The parties signing this Letter affirm they are an
authorized representative of their respective companies and have the authority to enter
into this Letter.

10. Closing, Termination of Letter. Closing shall occur no later than 30 days from the
date the last signature is affixed hereto unless mutually extended by the parties. The
Letter terminates if the closing does not occur or has not been extended or if either
party provides written notice of termination. If the Letter terminates, the paragraph
entitled "Public Announcements and Confidentiality Agreement" survives termination
and continues to bind the parties, as does any separately executed confidentiality
agreement.

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11. Expenses Associated with this Letter and Due Diligence. The parties agree to bear
their own expenses, including attorney's and professional fees associated with any due
diligence or any other matter associated with this prospective transaction.

12. Governing Law. This letter shall be governed by the laws of state of Georgia.

Sincerely,

Agreed to by the Buyer.

___________________________________ Date: _______________


Bishop International Trading Company

And Accepted and Agreed to by the Seller.

___________________________________ Date: _______________


JBS SA (Brazil)

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Appendix A

FULL CORPORATE OFFER


We, JBS SA, with full legal and corporate responsibilities
confirm that we are ready, willing, and able to supply the
following commodity to your company in accordance with the
terms and conditions as stated below. However, it must be
understood that this corporate offer is essentially an indication
of what may be possible. We are not making guarantees here
that the price /quantity indications herein will be available in
the future as market for commodities is quite fluid and
changing.
A). COMMODITY; PROCESSED GRADE "A" Frozen Chicken Paws
1. SPECIFICATIONS:
• -FROZEN CHICKEN PAWS GRADE A
• -WEIGHT RANGE (35g up) /Piece
• -SIZE (10cm – 12cm) /Piece
• -DRAINED FROM EXCESS WATER WITHOUT FEATHER
• -COOLED DOWN AND FROZEN FRESH AT SLAUGHTER
• -IMMEDIATELY AFTER SLAUGHTERING
• -NO BAD SMELL
• -BLACK SPOTS LESS THAT 1 PCT
• -OUTER YELLOW SKIN OFF
• -WHITE COLOR
• -NO EXCESSIVE BLOOD OR BLOOD STAINS
• -MOISTURE CONTENT IS LESS THAT 3%

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• -SKIN OFF AND BONLESS
• -FREEZING PROCESS-BQF-BLOCK QUICK FROZEN
• -BLASTED AT-40 DEGREES
• -STORAGE-20 DEGREES
• -SLAUGHTERING AND PROCESSING PROCEDURE: STRICTLY HALAL
• -TEMPERATURE DURING TRANSPORTATION-18

Appendix A (Continued)

DEGREES STORAGE AND TRANSPORTATION


SPECIFICATION FREEZING, STORAGE AND
TRANSPORTATION TEMPERATURE
• BLAST FREEZING BQF 40 DEGREE BELOW ZERO
• STORAGE: MINUS 20 DEGREES CELSIUS.TEMPERATURE
DURING TRANSPORT: -18 DEGREES CELSIUS AND LOWER

2. PACKAGE REQUIREMENTS
Q. W. 20.4 kg Per
27 MT in 1 x 40 Refrigerated Container.
The packing shall be in accordance with inspection
requirements for import packing material of Entry Exit
Inspection and Quarantine Bureau of People’s Republic of
China. The SELLER shall be liable for any rust, damage, loss
and punishment attribute to inadequate or improper
protective measures taken by the BUYER regarding the
packing.
3. DELIVERY TERMS:
CIF (INCOTERMS 2010)
4. PRICE;
$1020/MT

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4. PAYMENT TERMS:
30% Advanced Payment by Telegraphic Bank-to-Bank Transfer
("T/T") - Covers processing, pre-shipment, and logistics
expenses.
50% Payment by T/T upon receipt of the bill of lading, prior to vessel
departure.
20% Balance Payment by T/T upon receipt of complete
shipping documents before arrival of the vessel at the
destination port.

Appendix A (Continued)

PROCEDURES;
1. Buyer issues LOI:
2. Seller Mandate issues FCO;
3. Buyer accepts FCO by signing it and returning it to the Seller Mandate.
4. Buyer Issues ICPO.
5. Seller sends SPA to Buyer. Once the final
SPA is signed, buyer sends copy to seller. 6.
Seller Issue PI with bank details.
7. Buyer affects the 30% advanced payment.
8. Loading commences.
9. Seller issues BL and within 5 banking days buyer pays 50%.
10. Seller issues Complete shipping documents buyer pays balance 20%
For and on Behalf of seller For and on Behalf of Buyer

ADDITIONAL INFORMATION – (Requested by the seller)


PRODUCT – Chicken Feet
QUANTITY – 50 40 Foot Containers per week (200 containers per month)
SHIPPING PORT - Port of Qingdao
DELIVERY DATE – TBD
SPECIAL INSTRUCTIONS - TBD

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