Independent contractor's agreement

This Independent Contractor's Agreement ("Agreement") is made this _____day of ___________, 2000, by and between________________, a corporation

("Corporation"), and ,an independent contractor ("Contractor"), in consideration of the mutual promises made herein, as follows:

Article 1.

Terms Of Agreement

This Agreement will become effective on_______________________________ 2000, and will continue in effect until the services provided foil herein have been performed.

Article 2.

Services to be Performed by the Contractor

1. Specific Services.

The Contractor agrees to perform the services specified in the "Description of Services" attached to this Agreement as Exhibit and incorporated herein by this reference.

2. Method of Performing Services. The Contractor will determine the method, details, and means of performing the above-described services.

Article 3.

Compensation

1. Flat Rate, In consideration for the services to be performed by the Contractor, the Corporation agrees to pay the Contractor the sum of Dollars ($ ).

2. Date for Payment of Compensation. For services rendered under this Agreement, the Corporation agrees to pay the Contractor the sum set forth in Section 3.1 of this Agreement at the rate of _______Dollars ($ _____ ) per month, payable on the first day of each month, until the entire sum has been paid.

Article 4.

Obligations of the Contractor

4.1. Minimum Amount of Service. The Contractor agrees to devote a minimum of_______(___) hours per month to the performance of the above-described services. The Contractor may represent, perform services for, and be employed by such additional clients, persons, or companies as the Contractor, in the Contractor s sole discretion, sees fit.

4.2. Hours During Which Services May be Performed. The Contractor agrees to perform the above-described services on the Corporation's premises during the Corporation's regular business hours.

4.3. Tools and Instrumentalities. The Contractor will supply all tools and instrumentalities required to perform the services under this Agreement.

4.4. Worker's Compensation. The Contractor agrees to provide workers' compensation insurance for the Contractor's employees and agents and agrees to hold harmless and indemnify the Cor­poration for any and all claims arising out of any injury, disability, or death of any of the Contractor's employees or agents.

5. Liability Insurance. The Contractor agrees to maintain a policy of insurance in the minimum amount of ________Dollars ($______) to cover any negligent acts committed by the Contractor or the Contractor's employees or agents during the performance of any duties under this Agreement. The Contractor further agrees to hold the Corporation free and harmless from any and all claims arising from any such negligent act or omission.

6. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by the Contractor without the prior written consent of the Corporation.

Article 5.

Obligations of the Corporation

1. Cooperation of the Corporation. The Corporation agrees to comply with all reasonable requests of the Contractor [and to provide access to all documents reasonably] necessary to the performance of the Contractor's duties under this Agreement.

2. Place of Work. The Corporation agrees to furnish space on the Corporation's premises for use by the Contractor while performing the above-described services.

3. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by the Corporation without the prior written consent of the Contractor.

Article 6.

Termination Of Agreement

6.1 Expiration of Agreement. Unless otherwise terminated as provided herein, this Agreement shall continue in force for a period of _ months/years.

2. Termination on Occurrence of Stated Events. This Agreement shall terminate automatically on the occurrence of (1) bankruptcy or insolvency of either party; (2) sale of the business of either party; (3) death of the Contractor; or (4) assignment of this Agreement by either party without the express written consent of the other party.

3. Termination by the Corporation for Default of the Contractor. Should the Contractor default in the performance of this Agreement or materially breach any of its provisions, the Corporation, at the Corporation's option, may terminate this Agreement by giving written notification to the Contractor. For the purposes of thin paragraph, material breach of this Agreement shall include, but not be limited to,

_____________________________________________________.

6.4. Termination by the Contractor for Default of the Corporation. Should the Corporation default in the performance of this Agreement or materially breach any of its provisions, the Contractor, at lilt Contractor's option, may terminate this Agreement by giving written notification to the Corporation. For the purposes of this paragraph, material breach of this Agreement shall include, but not be limited to,

______________________________________________________.

6.5. Termination for Failure to Make Agreed-Upon Payment! Should the Corporation fail to pay the Contractor all or any part of the compensation set forth in Paragraphs 3.1 and 3.2 of thin Agreement on the due date, the Contractor, at the Contractor s option, may terminate this Agreement if the failure is not remedial by the Corporation within thirty (30) days from the date payment is due. [... ]

Article 7

General Provisions

1. Notices. Any notices to be given hereunder by either party to the other may be effected either by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change that address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

1. Entire Agreement. This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto With respect to the rendering of services by the Contractor for the Corporation, and contains all of the covenants and agreements between the parties with respect to the rendering of such services In any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.

2. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or un­enforceable, the remaining provisions shall nevertheless continue In full force without being impaired or invalidated in any way.

3. Payment of Money Due to the Deceased Contractor. If the Contractor dies prior to the completion of this Agreement, any money that may be due to the Contractor from the Corporation

under this Agreement as of the date of death shall be paid to the Contractor's executors, administrators, heirs, personal represen­tatives, successors, and assigns.

Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

6. Liquidated Damages. It is agreed that in the event of a breach of this Agreement by the Contractor, it would be impracticable or extremely difficult to fix the actual damages and, therefore, the Contractor will pay to the Corporation as liquidated damages and

not as a penalty, the sum of Dollars ($______ ), which represents a reasonable compensation for the loss incurred because of the breach.

7. Attorneys' Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Executed at ___________________________________, California, on

the date and year first written above.

"Corporation" ______________________, a _________________

corporation

By:

"Contractor" _________________________________________________

EXHIBIT 88

REQUEST TO OPEN

ADOCUMENTARY CREDIT

TO INLUD BANK plc

Branch____________ Date ____________________

Please open for my/our account a Documentary Credit, in accordance with the undermentioned particulars (/We agree that, except so far as olhejwisc expressly stated, this Credit will be subject to the Uniform Customs and Practice for Documentary Credits (1983 Revision), International Chamber of Commerce Publication No. 400 I/We undertake lo execute (if not already executed) the Bank's usual Form of Indemnity.

Signed__________________

EXHIBIT 89

ISSUE OF A DOCUM ENTARY

CREDIT

ISSUE OF A DOCUMENTARY CREDIT MT. 700 PRIOR: N

SENDER: 15.03.20.. / ..........

BIC: .........XXXISN:.........

JAPAN COMMERCIAL BANK CORP. OSAKA/JAPAN

*** SWIFT NORMAL ***

BATCH FP06IL07 PROCESSED:

RECEIVER: 15.03.20.. /.........

BIC: UBSWCHZH 80A OSN:

LUDIN BANK OF SWITZERLAND

CH-8021 ZURICH