CONTRACT NO.

DPES-27/2010 (1)

BETWEEN

GOVERNMENT OF THE UNION OF MYANMAR

MINISTRY OF DEFENCE

DIRECTORATE OF PROCUREMENT

AND

DAEWOO INTERNATIONAL CORPORATION

SEOUL, KOREA

COVERING

15,OOOMT OF DEFORMED BAR

J-
Date: I September,2009
 CONTRACT NO.: DPES- 27/2010(1)
t This contract is made in Nay Pyi Taw, the Union of Myanmar, on the day of
1s. September, 2009, between Directorate of Procurement, Ministry of Defence,
by Maj. Gen. Win Than, Managing Director, Directorate of Procurement, Ministry
of Defence, Nay Pyi Taw, Myanmar (hereinafter called "The Buyer"), of the one part
and Messrs. Daewoo International Corporation Addressed at 84-11, Namdaemunno
5(O)-Ga, lung Gu, Seoul 100-735, Korea by Mr. Jung Han Kim, Managing Director,
Myanmar Daewoo Limited for and on behalf of Daewoo International Corporation
(hereinafter called" The Seller") of the other part.

WHEREAS, The Buyer is desirous of purchasing Deformed Bar for the use of
Defence Force of the Government of the Union of Myanmar and WHEREAS The
Seller has agree to supply Deformed Bar 15,000 MT of which have been submitted to
The Buyer and specified in Appendix (A) hereto (hereinafter referred to as "The
Store") and which shall form part of this Contract upon the terms and conditions
hereinafter appearing.

1. SCOPE

The Seller shall sell 15,000MT of Deformed Bar at the price of USD 565.00
CIF LO Yangon per metric ton and The Buyer agreed to buy Deformed Bar
at the price and total quantity above mentioned from The Seller. The detailed
specification of The Store, payment terms and delivery period are as shown in
Appendix (A) of this Contract.

2. SPECIFICATION

(a) QUALITY

The Store shall be of the quality and specifications described in Appendix (A).
The breach of which shall give The Buyer, the right to reject the Stores and treat
this Contract as repudiated.

(b) QUANTITY

The quantities of the Stores shall be such as are mentioned in Appendix (A) and
the Buyer does not bind himself to receive any quantities other than those
shown therein.

2
3. SHIPMENT AND DELIVERY

a) Shipment of the Stores is to be effected by the Seller on end of September

20091 early of October 2009 or within one month from receiving of the
Buyer's Lie. Partial Shipment and Transshipment are to be allowed.

b) The Seller shall intimate the Buyer by Fax to No. of "95 (032) 30241"
approximate dates of arrival in Yangon, at least 10 (ten) days in advance in
order to facilitate clearance on arrival.

c) Final shipments of the Stores are to arrive in Yangon not later than mid of
November, 2009 unless Force majeure should be issued

4. INSPECTION AND REJECTION

a) The Stores shall be inspected and/or tested by or on behalf of the Buyer

either after delivery at the Receiving Depot or at the Seller's Works as may
be specified in, or by directions given in accordance with the Contract, and
if found defective or inferior in quality to or differing in shape, form or
material from the requirements of the Contract shall be rejected by The
Buyer or his authorized representatives. The whole or any consignment of
the stores therein shall be rejected if either 10% of the Stores or material
comprised therein or samples taken indiscriminately from the bulk, are
found NOT to conform in every respect to the requirements of this Contract
shall NOT be considered as having been delivered under this contract, and
The Seller shall within a reasonable period specified by the Buyer deliver
satisfactory Stores in the conditions contained in Clause 13.

b) The stores so rejected after delivery shall be removed by the Seller at his
own expense in accordance with the conditions contained in Clause 10.

c) The inspection of The Stores, after delivery at the receiving depot, on behalf
of the Buyer shall be taken as final.

d) Where the Buyer decides that inspection of the Stores shall be carried out at
the Seller's work, the Seller shall give to the Buyer or representatives of the
Buyer full and free access to the said works as and when required for the
purpose and shall afford to the Buyer or such representatives all such
reasonable facilities, as may be required by him or them therefore and all
appliances, materials and labor required for inspection purposes.

5. CONTRACT PRICE

5.1 The total contract shall be USD 8,475,000.00 (United States Dollars Eight
Million Four Hundred and Seventy Five Thousand Only) CIF LO Yangon
port.

5.2 The price of stores is mentioned in Appendix A to this contract and prices are
fixed, firmed and valid up to the time of final shipment.

6. TERMS OF PAYMENT

6.1 The Buyer shall open an Irrevocable Letter of Credit payable at sight for the
sum of USD 8,475,000.00 (United States Dollars Eight Million Four
Hundred and Seventy Five Thousand Only)being the total net CIF Liner
Out Yangon value of the Stores through the Myanmar Foreign Trade Bank,
Yangon, in favor of Messers. Daewoo International Corporation, 84-11,
Namdaemunno 5(O)-Ga, Jung Gu, Seoul 100-735, Korea, within (10) TEN
Banking Days from the date of the receipt of the Performance Bank Guarantee,
as per article 7 ofthis contract.
Payment under this Letter of Credit shall be made to the Seller on presentation
of the following documents,

a) Negotiable Clean shipped on

Board Ocean Bill of Lading - (1) Original& (3) copies
(Marked Freight Prepaid)
b) Commercial Invoice (I) Original & (10) copies

c) Packing List (I) Original & (4) copies

d) Beneficiary's Certificate certifying that One Original Certificate of Origin,

One Original Mill Test Certificate and One Original Certificate of Quality
and Quantity issued by SGS or International Independent Inspection Agency
have been sent to the buyer within 10 working days after shipment date.

e) Insurance Certificate - (l) Original & (4) cop ies

f) fax copy of acceptance letter issued by Myanmar Economic Corporation

confirmation arrival of stores at Yangon Port.- (I) Original & (4) copies

4
 6.2 Third party Documents acceptable.

6.3 Charter Party Bill of Lading acceptable.

7. PERFORMANCE BANK GUARANTEE

The Seller shall furnish the Buyer (Directorate of Procurement, Yangon),

confirmed by the Myanmar Investment and Commercial Bank, Yangon within
Five working days after signing of this contract the SWl1 of USD 423,750.00
(5%) of Contract value from a Schedule Bank in the form prescribed by the
Buyer as shown in Appendix "B" annexed hereto as security for the due
fulfillment of this contract.

8. RECOVERY OF SUMS DUE

Whenever under this Contract any sum of money shall be recoverable from or
payable by the Seller, the same may be deducted from the payment due and/or
from any sum then due to the Seller under this Contract.

9. CORERESPONDENCE

All notice or information which is necessary to give concerning the present

Contract, by one or the other parties, shall be express writing and addressed:­

In the case of The Seller to : Messrs. Daewoo International Corporation

84-11, Namdaemunno 5(O)-Ga,
.Tung Gu, Seoul 100-735, Korea
Fax No. 00822-759-3375

And in the case of The Buyer to : Directorate of Procurement

Ministry of Defence

Nay Pyi Taw,

The Union of Myanmar

Telex No. :BM31760UNIDOP, Yangon
Fax No. : 95 032 30241

If the Seller or The Buyer changes his address, the other party shall immediately
be informed thereof by telex/fax. Acknowledge receipt must be within (8) eight
days by telex/fax.

5
10. DEFAULT AND LIQUIDATED DAMAGE

a) The Seller shall be responsible for any discrepancies in weight, quality, Size
and/or any other conditions of the Stores and also for shortages and damages
if any found at the time of discharge at Yangon Port and as reported by the
Officer-in Charge ofthe Receiving Depot, Yangon. The quantity and weight
will be checked at the time of discharge at Yangon Port by theoretical
weight basis.

b) The Buyer can claim from the Seller any major differences in
weight/quantity. Such a claim must be raised upon full discharge of vessel
and before vessel sails out from Yangon Port. This is to enable the supplier
to lodge a claim on Ship Owners and Insurers in time.

c) It shall be the responsible of the Seller:­

i) To replace a his own expense the rejected Stores with the Stores which
conform in all respect to the quality and specifications described in the
Appendix (A) and or the approved sample within a reasonable period
of supply to be determined by The Buyer.
ii) If The Seller fails to replace the rejected Stores within such period as
may determined by The Buyer, he shall be at liberty to purchase the
Stores of same or similar description from other sources to make up
such deficiency and the Seller shall defray the extra cost and charges
attendant upon such purchase, AND
iii) To intimate The Buyer within fourteen days from the date of receipt of
information rejecting his Stores, the destination to which he would
propose to have his rejected Stores exported, as all Stores imported for
Defense purpose must, after rejection be re-exported, failing which
The Seller be liable to pay demurrage charges as per terms and
conditions and at the rate/s to be determined by The Buyer AND
iv) To bare all expenditure incurred in exporting the rejected Stores to the
destination proposed by him and approved by the Buyer.

6
 v) To recall the Foreign Exchange in respect of thc rejected Stores, in
case it has already be remitted.

d) In the event of the Seller being unable to arrange reshipment of the rejected
Stores as specified in sub-Clause (c) (iii) above, due to circumstances
beyond his control, such rejected Stores shall be disposed of in such manner
as may be determined by the Buyer, and the proceeds thereof shall be
utilized to defray expenses incurred in connection thereof. The balance, if
any, will be returned to the Seller, and any deposit amount shall be made
good by The Seller.
e) If, under any and all circumstances (including Government restriction, non­
receipt of Export License, non release of materials) other than Force
majeure, the Seller fails to deliver the Stores or any portion thereof
contracted for within the time or times specified in any of the Contract
documents, and/or if the Stores or any portion thereof supplied by the
Contractor fails to conform to the required specifications;
i) The Seller shall within seven days of receipt of notice rejecting the
Stores refund the full or any amount that might have been paid to him
in settlement of this bill/so

11. LATE DELIVERY PENALTY

In the event of delay or failure to deliver the Stores within the stipulated period
of delivery due to causes solely attributable to the Contractor, penalty shall be
paid by the Contractor Supplier to the Purchaser Buyer as follows»

Between (2) months 1% of the CIF Value of the Stores so

delayed/ to (4) months or not delivered.

Between (4) months 3% of the CIF Value of the Stores so

to (6) months delayed/or not delivered.

More than (6) months 5% of the ClF Value of the Stores so

delayed/or not delivered and Purchaser may
at his option cancel whole or part of
Contracts so delayed or not delivered.

7
I

12. TERMINATION

The Buyer may terminate this Contract forthwith if the Seller if he fails to
comply with any or all of the conditions of this Contract, die or become
insolvent.

13. TRANSFER AND SUBLETTING

The Seller shall not give, bargain, sell assign sublet (except as is customary in
the trade) or otherwise dispose of this Contract or any part thereof or the benefit
or advantage of this Contract or any part thereof to any person without the prior
consent in writing to the Purchaser may forth-with terminate this Contract and
recover from the Seller any loss resulting from such termination.
14. NO CLAIM TO COMPENSATION

In the event of the Contract being terminated under any of the Clause of this
Contract or otherwise, the Seller shall have no claim to compensation for any
lose or inconvenience sustained by him by reason of his having purchased or
produced materials or entered into any engagements or made any advances on
account of or with the view to the performance of this Contract.

15. INTERPRETATION

This Contract shall be construed in all respects according to The Laws of the
Government of The Union of Myanmar in all matters including validity,
obligation, interpretation, construction, performance, and termination, but
excluding any other matters.

16. DISPUTES

If any question or difference whatsoever shall arise between the parities hereto
or their respective representatives or between one of the parties hereto and the
representatives of the other of them touching this Contract or any Clause or
thing herein contained herewith or arising there out or the operation thereof or
 the rights, duties or liabilities of either party in connection with premises then
and on every such case unless the parties concur in the appointment of a single
arbitrators one to be appointed by each party to the difference or to an umpire to
be appointed by the arbitrators in accordance with the provisions of the
Arbitration Act, 1944 (Myanmar Act. IV of 1944) or any then subsisting
statutory modification thereof and such Arbitration shall take place in Yangon.

17. FORCE MAJEURE

The Seller shall not be responsible if performance of this Contract is prevented

or delayed by causes beyond the Seller's control such as (but not limited to) Act
of God, Act of Enemies, Action of the Government Fire, Hood, Strike,
r.ockout, Riot or Civil Commotion, or delay in the receipt of proprietary articles
provided by third parties due to such cause unless the Buyer or his
representative shall determine that the proprietary articles to be supplied by
such third parties are obtainable from other reasonable sources in sufficient time
to permit the Seller to meet the required delivery schedule.
Should delays attributable to any of the above causes occur, the due date for the
delivery of part or parts of the Stores so affected shall be correspondingly
extended by a period or periods equal to that of the delay.
But the Seller sha1J inform to the Buyer promptly about the beginning and end
of the Force Majeure event and also furnish evidence of the occurrence of such
Force Majeure to the reasonable satisfaction of the Buyer by Cable, Fax or
Telex, followed by a written report duly attested and authenticated by The
Government concerned.

18. DUTIES AND TAXES

a) All duties and taxes in relation with this Contract, payable outside of
Myanmar shall be borne by the Seller.

b) All duties and taxes in relation with this Contract, payable in MYANMAR
according to the MYANMAR laws, shall be borne by the Buyer.

19. COYIPLETION OF CONTRACT

a) The terms and conditions of this Contract will be deemed to be completely

fulfilled by the Seller only when the Stores mentioned in Appendix (A) have
been delivered in full at the Yangon Receiving Depot, AND

b) When the terms and conditions of this Contract will be deemed to be

completely fulfilled.

9
20. APPENDIXES

All Appendi xes so attached shall form an integral part ofthis Contract.
(a) Appendix (A) Price, Delivery and Description of the Stores
(b) Appendix (B) Bank Guarantee Form

21. COMING INTO FORCE OF THIS CONTRACT

This Contract shall come into force when signed by the parties and duly
authenticated by witness.

In WITNESS WHEREOF the parties hereto have hereunto at their respective

hands and seals the day and year first above written Signed, sealed and delivery
by:­

10
 Buyer Seller

Maj. Gen. Win Than Jung Han Kim

Managing Director Managing Director
Directorate of Procurement Myanmar Daewoo Limited
Ministry of Defence For and on behalf of
For and on behalf of the Union of Myanmar Daewoo International
Corporation

In the presence of: In the presence of:

_
CoL
" ~:"
c ~ c32.c.3-
~nt (Rtd.)
-General Manager
(.
._

Myanmar Economic Corporation

Sang oung Kim
Dir ctor
Myanmar Daewoo Ltd.

In the presence of:

__~_----".;;~;c&.
Lt-CoI. Nyunt Shwe
General Manager
Directorate of Procurement
Ministry of Defence
The Government of the Union of Myanmar

~ -So e- T';=-­
Office of the Quarter Master General
Ministry of Defence
The Government of the Union of Myanmar

IJ
 APPENDIX "A"

k
Appendix (A) to Contract No. DPES-27/2010(1) dated I September, 2009 between
the Directorate of Procurement, Ministry of Defence, Nay Pyi Taw, Myanmar and
Messrs, Daewoo International Corporation, 84-11, Namdaemunno 5(O)-Ga, Jung Gu,
Seou1100-735, Korea.

- Commodity Deformed Bar

-Speciflcation JIS G3112 SD295A
- Size/Qty (1) 10mml 10,000MT
(2) 12mml 5,000MT
- Total Quantity 15,000 MT (+0/-10%) more or less
- Price USD 565/MT CIF LO Yangon, Myanmar
-Length 12meters (+1-100 mm)
- Origin Turkey
- Total Amount USD 8,475,000.00
(United States Dollars Eight Million Four Hundred and
Seventy Five Thousand Only)
-Payment By an Irrevocable LlC at sight in favor of Daewoo
International Corporation, c.P.O Box. 2810, Seoul, Korea
- Invoicing By basis on Theoretical Weight
- Shipment End of September 1 Early of October 2009.
- Remarks The Contractor guarantee that the quantity and weight of
the Stores to be supply under this contract will not be
lesser than the contracted quantity & weight by any means.

12
 APPENDIX "B"

THROUGH AND CONFIRMED BY THE MYANMA FOREIGN

TRADE BANK, YANGON, MYANMAR

PERFORMANCE GUARANTEE FORM

To.

The Directorate of Procurement

Ministry of Defence
Nay Pyi Taw,
Government of the Union of Myanmar.

We hereby irrevocably and unconditionally Guarantee that the amount of USD

423,750.00(United States Dollar Four Hundred Twenty Three Thousand Seven
Hundred and Fifty Only), equivalent to 5 % of the total Contract Price USD
8,475,000.00(United States Dollars Eight Million Four Hundred and Seventy Five
Thousand Only) for the supply of Deformei Bar as detailed in the Appendix (A) to
the Contract No. DPES-27/2010(1) dated I\. September, 2009 to the Directorate of
Procurement, shall be paid in whole to the Directorate of Procurement, Nay Pyi Taw,
Myanmar without delay on your first written demand describing the effect of failure of
performing the obligations of the Contract by the Seller.

Messrs. Daewoo International Corporation

84-11, Namdaemunno 5(0)-Ga, lung Gu, Seoul 100-735, Korea

This guarantee shall become effective upon the Seller's receipt of the letter of credit
under the Contract and shall automatically expire at the dates of the letter of
acceptance and the letter of confirmation issued by the Directorate of Procurement.

Upon expiration, this guarantee shall be returned to us on the instant.

14