SPITEM TERMS AND CONDITIONS OF SALE , SERVICE AND TECHNICAL SUPPORT

1. DEFINITIONS

　　"Seller" means Shanghai Yixing Garment Co., Ltd.

　　"Buyer" means the party identified in Seller's Quotation or Invoice who is purchasing products and/or services from Seller.

　　"Sales Contract" means a contract for sale by Seller to Buyer of the products and/or services; the Terms and Conditions are an integral part of the Sales Contract.

2. FORMATION OF CONTRACT

　　A Sales Contract shall come into existence upon the earliest of:

     (a) Seller's offer (by advertisement, by quotation or however given) being accepted by Buyer; or

     (b) Buyer's order (however given) being accepted, sller's written or oral acceptance.

3. ORDERS, PRICE AND PAYMENT

　　3.1 All prices quoted in writing which have a period specified, are valid for the period specified on the quotation or until earlier acceptance by Buyer. Oral quotations made by Seller or written quotations which do not have a period specified, are valid only to the end of the business day upon which they are given.

　　3.2 The prices, payment terms and configurations of products and/or services are as expressly agreed in writing in the Sales Contract.

　　3.3 Unless credit terms have been expressly agreed by Seller, payment for the products or services shall be made in full before physical delivery of products or provision of services. If Buyer does not pay any due payments in accordance with stipulated payment terms, for each overdue day, a default penalty of 0.03% of the overdue amount shall be paid; the foregoing default penalty, together with the overdue amount, shall be consolidated and paid by Buyer upon Seller's urging of payment. Until Buyer fully discharges any outstanding amounts which are due and owing, Seller shall have discretion to withhold delivery of products and/or provision of services. Seller reserves the right to demand immediate payment for any products and/or services that have already been dispatched.

　　3.4 Unless otherwise agreed in writing by Buyer and Seller, Buyer shall make payments to Seller in accordance with the chronological order of transactions undertaken, and Seller shall have discretion to apply any amounts received from Buyer in satisfaction of any sums due and payable by Buyer (including outstanding accounts receivables).

　　3.5 Sales Contract cannot be cancelled by seller or buyer by any reason after sales contract comesinto existence.

　　3.6 Buyer shall confirm the sample or reply to Seller whether the sample can be mass produced within 7 days, or Seller reserves the right to charge buyer the related delay expense.

4. TITLE AND RISK

　　Title to and risk in the products shall pass to Buyer upon delivery of the products to Buyer or its designated receiver.

5. DELIVERY

　　5.1 Seller shall, in accordance with stipulations in the Sales Contract, deliver the products to a designated receiver ("Designated Receiver") at the place of delivery ("Place of Delivery).

　　5.2 The products shall be deemed to have been delivered to Buyer upon the products reaching the designated Place of Delivery and Buyer having signed for receipt (either the Designated Receiver signing for receipt, or in circumstances where the Designated Receiver is unable to sign for receipt, Seller may agree to Buyer's signed receipt pursuant to an enterprise chop or other legally authorized chop).

6. ACCEPTANCE OF PRODUCTS

　　The products shall be deemed as being accepted by Buyer upon Buyer's signature and/or chop on the “Packing list” and “Express list".

7. STANDARD WARRANTY

　　7.1 Unless specified otherwise, Seller warrants to Buyer that SPITEM branded products will be free from defects in materials and workmanship affecting normal use for a period of seven days from invoice date ("Standard Warranty"). During this period, if SPITEM branded products cannot meet the Standard Warranty, Seller will be responsible for the repair or replacement of such products that have been returned from Buyer to Seller's facility.

　　7.2 Notwithstanding anything herein, to the extent applicable, Seller will undertake to comply with the published regulations of the People's Republic of China which are relevant to the warranty of textile products and as otherwise consistent with the applicable industry standards.

　　7.3 This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including usage, storage not in accordance with product instructions, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence;

　　7.4 During the period of seven days from invoice date, seller shall make a replacement for the product returned by buyer. Buyer shall pay the freight in advance, insure and support the risk of disappearance and damage during transportation. Seller shall send the exchanged product to buyer and pay for the freight.

8. ADDITIONAL SERVICE AND TECHNICAL SUPPORT

　　If Buyer purchases additional service to be provided by Seller, Seller will, in addition to the above Standard Warranty, provide service to Buyer in accordance with the specific terms and conditions in the additional service contract between Seller and Buyer. Seller has no obligation to provide services until Seller has received full payment for the product or service contract for which service or technical support is requested. Specific terms and conditions of service and technical support are available via the Internet on Seller's Web site at www.spitem.com or www.spitem.com.cn or upon request.

9. LIABILITY

　　9.1 Unless otherwise specified by law, Seller's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.

　　9.2 Seller shall not be liable to Buyer for any consequential damages arising out of or in connection with the purchase, use or performance of products or services (including in circumstances where data or software is lost, corrupted, deleted or altered, etc.)

　　9.3 Both parties agree: Seller may, in respect of any typographical error, clerical error or other omission in sales literature, quotations, price lists acceptances of orders, invoices or other documents or information issued by Seller, carry out corrections and the documents after correction shall govern.

10. GOVERNING LAW

　　These Terms and Conditions shall be governed by and construed in accordance with the laws of the People's Republic of China . Any dispute arising in connection with these Terms and Conditions shall to the extent possible be settled through friendly consultations between the parties. If the dispute cannot be settled through consultations, either party may refer the dispute to a competent People's Court where Seller is located to resolve through litigation.

11. GENERAL

　　Unless otherwise mutually agreed by the parties in writing, any alteration or amendment to or in connection with the Sales Contract shall be presented in writing and takes effect only after written confirmation by signature and/or legally authorized chop.

August 2006 Revised Edition