CONTRATO DE BUY-BACK

	Vsesojuznoje Objedinenije  "Sojuzexport", Moscow, hereinafter referred to as  "the Sellers" and la Société Jean Dupont, Courbevoie (France), hereinafter referred as the "Buyers", have concluded this contract whereby the Sellers sell and the Buyers buy for resale on the terms conditions stated herein.

	1. Definitions and quality of goods 
	1.1. 
(a) "Contract N° 222" means the contract dated November 5th, 1981, entered into between  "Techmashimport", Moscow, and Constructors Dairies, London.
(b) "Plant" means the plant to be constructed in the USSR for the production of powdered milk based on Société Jean Dupont  technology in accordance with Contract N° 222.
(c) "PM" means the powdered milk produced at the Plant, mainly light and dry types, the grades of which powdered milk are to be chosen in accordance with paragraphs 1.4 and 1.6 hereunder out of the Plant Product List attached hereto as Exhibit A and made a part hereof.

	1.2. The quality of PM is to be in accordance with the quality and specifications provided for in the Plant Product List. USSR State standards for PM are only acceptable to the Buyers if they can be directly related or interchanged with the applicate Société Jean Dupont quality standards and specifications.

	1.3. The Sellers shall promptly advise the Buyers when PM produced at the Plant meets the quality standards and specifications as per the Plant Product List. In the case that, after start-up of the Plant and after completion of the test-run, the guaranteed quality parameters of PM provided for in the Plant Product List are not reached at least for one of the quality parameters, then the quality parameters of PM supplied under this Contract are to be ammended accordingly, after agreement between the parties hereto.

	1.4. The estimated grade requirements of PM shall be advised by the Buyers not later than six months prior to the beginning of each year of delivery; the final settlement of the assortment of PM grades, taking into consideration possibilities of he Sellers, shall be completed no later than three months prior to the beginning of each year of delivery.

	1.5. If, during the term of this Contract, market condition and technology progress in powdered milk require changes in the quality of PM as presently specified in the Plant Product List, then the Buyers ad the Sellers shall mutually agree on a different PM product list taking into consideration possibilities of the Sellers subject to its compatibility with the PM technology supplied by Société Jean Dupont.
	1.6. The Buyers shall make all efforts to limit the number of different grades of PM supplied hereunder considering market conditions and the Plant's production programs during any given year.
	
2. Quantities 
	2.1. The Sellers shall deliver o the Buyers for resale, primarily into EEC countries, over a period of eight years certain quantities of PM from the Plant for a total purchase value of not more than... million Pound Sterling to cover the hard currency expenditures for the equipment of the PM Plant with spare parts for this equipment, technical documentation, license, technological process, interest for credit facilities and advanced payment under Contract N° 222.

	2.2. Such quantities of PM are presently estimated to reach a total amount between... and... metric tons, according to the following schedule:  

			Years 			Quantities/metric tons 			
 
	Actual quantities of PM to be delivered by the Sellers during each year will be negotiated between the parties in compliance with provisions made under paragraph 2.1, considering the Buyer's remaining purchase commitment and prevailing market conditions for powdered milk in the EEC countries. It is however understood that the quantities of PM to be sold and purchased hereunder during each calendar year shall reach a minimum value of ... million Pound Sterling per full calendar year up to the total purchase value of.... this Contract of not more than... million Pound Sterling.

	2.3. During the term of this Contract, the Buyers will have a first option to purchase from the Sellers, upon the terms and conditions of this Contract, any additional quantities of PM which would be available for export sale form the Plant.

	2.4. If at any time during the term of this Contract the market conditions of PM substantially change for any reason whatsoever in a part of or in the whole territory of the EEC so as to affect the Buyer's possibilities of resale, then the parties shall find by mutual agreement a solution which will reflect the Buyer's new resale possibilities taking into consideration the Sellers interests.

	3. Deliveries 
	3.1. The delivery period of  PM shall commence six months after the successful completion of the constructor's guaranteed performance test, presently scheduled for early 1983, to be run at the according to the provisions of Contract N° 222. The Sellers shall immediately notify the Buyers of the date of the successful completion of the above test.

	3.2. Deliveries of PM shall be equally spread over the year in maximum increments of... metric tons.  

	3.3. Three months prior to the beginning of each calendar year, the Buyers shall indicate to the Sellers: 
	( i ) the total quantities of each grate of PM to be delivered during each calendar quarter of the following year, subject to paragraph 2.5 hereabove; 
	( ii ) the port or ports of destination for each shipment subject to changes at the Buyer's request and considering the possibilities of the Sellers, however not later two (2) months prior to the beginning of the calendar quarter in which the shipment is to be mate.

	3.4. Deliveries of PM purchased by the Buyers from the Sellers in accordance with paragraph 2.4 here above shall be arranged by mutual agreement between the Buyers and the Sellers.

	4. Delivery terms 
	4.1. Deliveries shall be mate C.I.F. Le Havre or other main European ports as specified by the Buyers in accordance with paragraph 3.3. above. According to the Sellers' possibilities, C.I.F. deliveries shall be at liner terms. F.O.T. (free on truck), F.O.R. (free on rail) border points in Western Europe or other deliveries are possible upon agreement between the parties hereto.

	4.2. In case of deliveries by charter-vessels, the following applies: 
	(a) Discharging expenses at the port of destination shall be for the Buyers' account.
	(b) The rate of discharging per working hatch per water working day shall be two hundred (200) metric tons gross weight.
	(c) The lay time shall count from 13.00 if the notice of readiness of the vessel for discharging is given during official office hours before 12.00, or from 08.00 of the following day if the notice is given during official office hours after 12.00. Sundays and holiday shall be excepted from lay time irrespective of the fact whether used or not.	
 	Saturdays and the days preceding holidays shall be counted as three quarters of a usual working day of 24 hours. On Mondays and on the days following holidays, lay time shall count as from 08.00.
	(d) In the event of any failure to observe the stipulated rate of discharging, demurrage is to be counted at the rate of Pound Sterling 0,05 per gross register ton per weather working day or prorate for the corresponding part of the day. Demurrage shall be  paid by the Buyers to the Sellers.
	(e) If discharging is completed before the stipulated time, dispatch is to count at half of the demurrage rate for all time saved. Dispatch money shall be paid by the sellers to the Buyers.
	
	4.3. In case of all C.I.F. deliveries, the following applies: 
	(a) The Sellers undertake to ship the PM with or without transhipment from any Soviet Sea port. Partial shipments are allowed.
	(b) The date of the Bill of Lading issued at the Soviet shall be the date of delivery.
	(c) The PM shall be considered as delivered by the Sellers and accepted by the Buyers, according to the gross weight and the quantity of packages shown in the Bill of Lading issued at the Soviet port; according to the net weight (number of pieces, metric weight and other units) indicated in the Seller's weight certificates and as per the quality indicated in the Seller's works'certificate of quality in conformity with the applicable quality standards and specifications referred to under Article 1.
	(d) The Sellers shall keep title and bear all risks until such time as PM shall have effectively passed over the ship's rail at the loading port whereupon such risks and title shall pass to the Buyers.
	(e) The Sellers are to telex or cable to the Buyers the date of departure of the vessel from the loading por and the quantity on board within thirty six hours after the departure.
	(f) The third original of the clean Bill of Lading is to be handed over to the Captain of the vessel for release to the Buyers or their agents.
	
	4.4. If PM hereunder is delivered on C.I.F. terms, the Sellers undertake to insure the PM for the invoice value with the Foreign Insurance Department of the USSR "INGOSSTRAKH", subject to the terms stipulated under the transport insurance of  "INSUGOSSTRAKH", as hereto attached as Exhibit B and made a part hereof, against the transport risks on the following terms; all risks as per paragraph 2.1 of the above transport insurance rules. If requested by the Buyers, the Sellers will insure PM against the war risk or any additional risk, charging the expenses pertaining thereto to the Buyer's account.
	
	5. Price 
	5.1. The parties hereby agree to accept as the price basis for PM the current prices for powdered milk in the Western European market.
	
	5.2. When determining the C.I.F. main European port price, the parties shall consider the following factors and documents: 
	(a) The prices of the transition for powdered milk concluded by the Sellers and the Buyers during the calendar year preceding the year of delivery on C.I.F. and F.O.B. European ports, free delivered customers, Franco-border or other terms, it being understood that such prices shall be adjusted to C.I.F. main European ports basis 
	(b) Offers and bids made by other companies in the Western European market to either party.
	(c) Customs export/import statistics of the Western European market, publication and other documents from generally recognized sources in Western Europe for the purpose of determining the trends of the powdered milk price in the Western European market.
	
	5.3. Four months prior to the beginning of each calendar year, the parties shall meet in order to establish the C.I.F. main European ports price to be applicable during the next following calendar year whereby parties, when calculating such C.I.F. main European ports price, shall take due account of the above-mentioned factors and documents as well as of other conditions which are usually taken into account between sellers and buyers when making price in sale and purchase agreements for resale. The parties shall make their best efforts to resolve any differences on the C.I.F. main European port price for the following calendar year prior to November 1st.
	
	5.4. In case of serious changes in the market situation of powdered milk resulting in price fluctuations, either party may, not later than two months prior to the second half of any calendar year, request a revision of the C.I.F. main European ports price for the second half of said year. These price negotiations shall follow the same procedure as for the yearly price negotiations.
	
	6. Payment terms 
	6.1. Payment for PM delivered under this Contract shall be effected in English Pounds Sterling.
	
	6.2. After shipment of each lot of PM has been done, the Sellers shall present the following set of documents to the Buyers' Bank: 
	(a) the Seller's invoice in 5-fold; 
	(b) two signed originals out of three signed original clean on board Bills of Lading issued at any Soviet por and duly stamped  "freight paid", and the ship's Captain's receipt for the tired original clean on board Bill of Lading; 
	(c) weight certificate in 2-fold; 
	(d) the Seller's or Works' Quality Certificate in 2-fold; 
	(e) insurance Policy or Certificate of the Foreign Insurance Department of the USSR  "INGOSSTRAKH", Moscow, by delivery on C.I.F. terms.
	
	6.3. The number of days of payment granted by the Sellers to the Buyers shall be negotiated each year according to paragraph 5.3 of this Contract. Such numbers of days shall be those them currently extended to customers of powdered milk in the Western European market.
 	
	 7. Currency 
	7.1. Once the purchase price of  PM expressed in free convertible Pounds Sterling is agreed upon, the parties will calculate the average exchange rate between Pound Sterling and free convertible French Franc based on the Paris Official Foreign Exchange Market for the 5th, 15 th and 25 th day of the month preceding the establishment of the purchase price. If, on the date of payment, the mid-exchange rate at noon on the same exchange market between the Pound and the French Franc differs by more than a percentage to be agreed upon each year versus the above calculated average exchange rate, the Buyers will issue to the Sellers a credit or a debit not for the total difference between the new exchange rate and the average exchange rate as hereabove established.
	
	7.2. The above terms of calculation may be revised in case of reforms done to the mechanism of international payments which must be agreed upon between both parties.
	
	8. Contract duration 
	8.1. This Contract shall commence on 15th December, 1981, and shall be terminated when PM will have been sold and purchased hereunder for a total value of... million Pound Sterling as provided for in paragraph 2.1.  
	
	8.2. Prior to the termination of this Contract, the parties hereto will inform each other about their mutual interest in an eventual extension of their commercial relationship with respect to PM.
	
	8.3. If the commencement of deliveries of PM meeting the quality standards and specifications referred to in Article 1 hereabove at commercial rates, which is estimated to occur during 1983, is delayed for any reason an eventual revision of paragraph 2.2 of this Contract. Such commencement of deliveries is scheduled to occur during 1983. However, if it does not occur prior to the end of 1984, both parties shall endeavor to find a solution to overcome the problems caused by the Sellers' suppliers deferred deliveries of PM.
	
	9. Packaging  
	9.1. Export packaging of PM shall consist of four-ply paper bags with an additional polyethylene bag inside or outside, of twenty-five kilograms net weight each. Such bags shall be palletized and shrinkwrapped (in unit loads of forty bags each) unless otherwise agreed upon.
	
	9.2. Other types of PM packaging, such as container deliveries or bulk shipments, shall be mutually agreed upon between the parties.
	
	10. Markings   
	10.1. All PM bags or containers, as the case my be, shall be marked as follow unless other side stipulated by the Buyers: 
	
SOCIEÉTÉ JEAN DUPONT 
	PM type ...............................................................................................................
	Net weight ....................................................................................................kilos
 	Gross weight .................................................................................................kilos
 	Order N° .............................................................................................................
	MADE IN USSR 

	10.2. It is expressly understood that, under this Contract, except as hereabove provided for, the Sellers are granted no right not license whether expressed or implied to use any trademark or proprietary terms owned by Society Jean Dumont or its affiliates. Moreover, the Sellers undertake to cease any use of the above trademark upon termination of this Contract.

	11. Claims 
	11.1. Claims concerning the quality of PM may be presented by the Buyers to the Sellers only if the quality of PM actually supplied against this Contract does not correspond to the requirements of Article 1 hereabove as a result of production defects. In case of such claims, four samples are to be drawn from the rejected lot for the Buyer's account in the presence of the representatives of the Sellers, if requested by the Sellers, and of the Buyers, and to be jointly sealed by therm. The drawing of samples should be effected in accordance with the rules existing in the Seller's country, which rules are attached hereto as Exhibit C. Two of the samples thus drawn are to Buyers' claim or to be given to the Sellers'  representative and two are to be left with the Buyers. The Buyers shall cable or telex to the Sellers the date on which such samples are mailed to them. Out of the two samples received by them, the Sellers should refer one for control testing to the corresponding State Institute of the USSR specialized in this particular line for their own and sole purpose. As soon as possible, but not later than thirty (30) days from the date the Buyers have sent the sample to the Sellers, the Sellers shall telex or cable to the Buyers whether they accept or refuse the claim. In case the Buyers do not receive an answer form the Sellers after thrifty (30) days have passed from the date the Buyers have sent the samples, the Buyers as being refused by the Sellers shall consider the claim. The Buyers shall then submit a sample to the independent surveyor mentioned under paragraph 11.3 for final resolution of the claim, and inform the Buyers accordingly.

	11.2. In case the results of the analysis made by the Sellers and the Buyers do not conform, the Buyers shall send one sample to a neutral competent organization, namely APAVE Société in France, or to any other organization agreed upon between the parties hereto. The results of the control testing obtained by the latter organization shall be final and binding upon both parties.

	11.3. If, according to the results of the control testing mate by the said neutral competent organization of as otherwise accepted by the Sellers, the rejected lot or lots PM do not conform to the quality standards and specifications referred to in Article 1 hereabove, the claim shall be settled between the Buyers and the customers, it being understood that: 
	(a) the Buyers shall make their best efforts to sell the defective PM to the said customer or any other customer with a discount; 
	(b) as requested by the Buyers, the Sellers shall promptly ship PM in replacement of the defective lot or lots; 
	(c) the Sellers shall reimburse the Buyers for the discount granted to the customer, if any, as well as for costs and expenses incurred to the Buyers in connection with the settlement of this claim, such as costs related to transportation and storage.

	11.4. Claims concerning the quantity of PM may be presented by the Buyers to the Sellers only if any shortage is found inside the intact original producer's containers, bearing no traces of having been tampered with and which arrived at the destination with intact control bands and seals of the manufacturing works.
	Adequate report made up with the participation of the representative of the Sellers, if requested by the Sellers, or of official surveyors of the Buyers' country or other neutral competent bodies of the Buyers' country, must accompany such claims.

	11.5 . Any claims may be present to the Sellers by telex or cable only within four (4) months as from the date of arrival of PM at the port of destination. Not later than two (2) weeks following the date of the above telex or cable, the Buyers shall send to the Sellers details about the technical aspect of the claim with supporting documents.

	11.6. No claim may be made on account of any indirect or consequential damages if such damages are caused solely by the wrongful processing of PM in the installations and equipment owned by the Buyers or third parties.

	11.7. The cost of the independent surveyor shall be born by the party at fault.

	12. Force majeure 
	12.1. Should any circunstances arise which prevent the complete or partial fulfillment by any of the parties of their respective obligations under this Contract, namely fire, acts of the elements, war, military operations of any character, blockade, prohibitions of exports or imports, or any other circunstances beyond the control of the parties the time stipulated for the fulfillment of the obligations shall be extended for a period equal to that during which such circunstances prevail.

	12.2. The party for whom it becomes impossible to meet its obligations under this Contract shall immediately advise the other party as regards the beginning and cessation of the circumstances preventing the fulfillment of its obligations.

	12.3. Certificates issued by the respective chambers of commerce of the Sellers' country or the Buyers' country or of coountrries of port or station of destination shall be sufficient proof of such circunstances and of their duration.

	12.4. If the above circunstances are forecasted to prevail for more than six (6) months, the Sellers and the Buyers shall agree upon the time of delivery for the quantities still non delivered or non accepted due to force major circumstance, having taken into consideration the possibilities of both parties and the expected duration of such force major circumstances.

	13. Arbitration 
	13.1. Any dispute of difference which may arise our for or in connection with this Contract shall be settled, if possible, in an amicable way. Failing such amicable settlement, the parties should refer the matter to arbitration, no recourse to law courts being permitted, in Stockholm.

	13.2. The arbitration Tribunal shall consist of two arbitrators and one umpire.
	The party which desires to refer the dispute to arbitration shall notify the other party about it by a registered letter stating the name and the seat of the appointed arbitrator, who may be a citizen of any country, as well as the subject of the dispute, date and number of the contract.
	The other party, within three (3) weeks from the date of said letter, shall appoint the second arbitrator, who may also be a citizen of any country, and shall notify the first party about it by a registered letter stating the name and the seat of the arbitrator appointee by it.
	Should the party which has received the notification of the dispute being referred to arbitration fall to appoint the second arbitrator within the indicated period, the latter, at the request of the other party, shall be appointed by the President of the Chamber of Commerce in Stockholm, Sweden.
	The arbitrators shall appoint the umpire.  
	If the arbitrators, within three weeks after their appointment, fail to come to an agreement in respect of the umpire, the latter, at the request of either party, shall be appointed by the President of the Chamber of Commerce of Stockholm . The seat of the arbitration shall be in Stockholm.

	13.3. The arbitration award shall be adopted by majority of votes within two (2) months from the date of election or appointment of the umpire in accordance with the conditions of this Contract.
	The law applicable to this Contract shall be Swedish substantive laws, the rules of conflicts being excluded.
	Apportionment of the arbitration expenses shall be determined by the arbitration itself.
	The arbitration award shall be final and binding upon both parties.

	14. Miscellaneous 
	14.1. Any amendments and additions to this Contract shall be valid only if made writing and signed by duly authorized representatives of both parties concerned.

	14.2. After this Contract has been signed all and any previous negotiations and correspondences pertaining thereto shall be considered null and void.

	14.3. Neither of the parties hereto has the right to assign its rights and obligations under this Contract to any thirty party without the written consent of the party, which consent shall not be withheld without due cause.

	14.4. Each shipment and/or delivery of PM is to be considered as a separate contract.

	14.5. The Buyers undertake to present to the Sellers quarterly information about the overall supply and demand of powdered milk in Western Europe.

	14.6. Notices be given by telex or cable and shall be confirmed by registered letter in cases of force major, assignment, date of constructors guaranteed performance test, arbitration, claims and other important matters under this Contract.