Counter- offer

##	FORMULA	ARGUMENT	REFERENCE
1.	Mode of consignment	Irrevocable consignment is too risky due to the current financial crisis. Better- partly returnable.
2.	Reward	15% instead of 10%
3.	Documents	Buyer is claiming the sanitary certificate (due to the sort of the product).

Part VII - Contract

International consignment agreement8

C

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

ONSIGNMENT AGREEMENT

This Consignment Agreement (the "Agreement") is made and effective the [Date]

BETWEEN: “Coffee House Corretora de Mercadorias” (the "Owner"), a corporation organized and existing under the laws of the Brazil, with its head office located at: Av Rio Branco 45 Centro, Rio de Janeiro, 20090908, Brazil

AND: “CoffeePalace Spb”

(the "Recipient"), a corporation organized and existing under the laws of the Russian Federation with its head office located at: SPb, PR. Kamenostrovski, 75

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

1. Recitals

The parties recite and declare:

a. Principal conducts business, providing premium roasted 100% arabica coffee beans with great variety of flavors, grown, roasted and packaged in Brazil

2. Principal desires to arrange for the sale and distribution of its merchandise throughout Saint-Petersburg and Moskow.

3. Consignee has agreed to undertake the marketing of principal’s merchandise on the terms set forth in this agreement.

2. Exclusive appointment

Consignee shall have the exclusive right to sell and distribute principal’s merchandise throughout Saint-Petersburg and Moskow during the term of this agreement.

3. Delivery of merchandise

1. Principal shall deliver to consignee such quantity of its merchandise that consignee requires for sale from ITS place of business at Av Rio Branco 45 Centro, Rio de Janeiro, 20090908, Brazil

2. Principal shall pay all freight and shipping charges.

3. Consignee shall be responsible for any loss of or damage to merchandise while it is under his control.