DATE:

IRREVOCABLE LETTER OF CREDIT NO.

ADVISING BANK:                      APPLICANT:
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HANG SENG BANK                      TOY IMPORTING COMPANY

(ADDRESS)                           (ADDRESS)

BENEFICIARY:
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TOY MANUFACTURING COMPANY

(ADDRESS)

AMOUNT: $250,000.00
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WE HEREBY ESTABLISH OUR IRREVOCABLE DOCUMENTARY LETTER OF CREDIT IN YOUR FAVOR.


DATE AND PLACE OF EXPIRY: SEPTEMBER 22, 1996 IN TEH COUNTRY OF THE BENEFICIARY
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CREDIT AVAILABLE WITH: ANY BANK
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BY: NEGOTIATION OF YOUR DRAFT(S) AT SIGHT DRAWN ON THE BOATMEN'S NATIONAL BANK OF ST. LOUIS BEARING THE CLAUSE "DRAWN UNDER BOATMEN'S NATIONAL BANK OF ST. LOUIS LETTER OF CREDIT NO. _________" ACCOMPANIED BY THE DOCUMENTS INDICATED HEREIN.

 1.   COMMERCIAL INVOICE IN TRIPLICATE
 2.   PACKING LIST IN TRIPLICATE
 3.   CERTIFICATE OF ORIGIN IN TRIPLICATE
 4.   CERTIFICATE OF INSPECTION IN TRIPLICATE
 5.   FULL SET OF CLEAN ON BOARD OCEAN BILLS OF LADING CONSIGNED
      TO APPLICANT (AS SHOWN ABOVE) MARKED NOTIFY APPLICANT (AS
      SHOWN ABOVE) AND "BROKER" AND FREIGHT COLLECT

MERHANDISE DESCRIPTION -- MUST BE DESCRIBED IN INVOICE AS: TOYS PER P.O. 1234
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SHIPPING TERM: FOB HONG KONG
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SHIPMENT FROM: HONG KONG TO ANY U.S. PORT
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LATEST SHIPMENT DATE: SEPTEMBER 1, 1996
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PARTIAL SHIPMENTS PERMITTED
TRANSSHIPMENTS PERMITTED

INSURANCE IS COVERED BY APPLICANT

DOCUMENTS MUST BE PRESENTED WITHIN 21 DAYS AFTER DATE OF SHIPMENT BUT WITHIN THE VALIDITY OF THE CREDIT.

NEGOTIATING BANK IS REQUESTED TO FORWARD ONE SET OF ORIGINAL DOCUMENTS BY COURIER TO (BROKER) AND THEIR STATEMENT TO THIS EFFECT MUST ACCOMPANY THE REMAINING DOCUMENTS WHICH ARE TO BE SENT TO US. ALL BANKING CHARGES, EXCEPT THOSE OF THE ISSUING BANK, ARE FOR THE ACCOUNT OF THE BENEFICIARY.

UPON RECEIVING DOCUMENTS IN COMPLIANCE, WE WILL REMIT THE PROCEEDS AS PER THE NEGOTIATING BANK'S INSTRUCTIONS. 

THE AMOUNT OF EACH DRAFT MUST BE ENDORSED ON THE REVERSE OF THIS CREDIT BY THE NEGOTIATING BANK. WE HEREBY ENGAGE WITH DRAWERS AND/OR BONA FIDE HOLDERS THAT DRAFTS DRAWN AND NEGOTIATED IN CONFORMITY WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED ON PRESENTATION AND THAT DRAFTS ACCEPTED WITHIN THE TERMS OF THIS CREDIT WILL BE DULY HONORED AT MATURITY. DRAFTS MUST BE MARKED AS DRAWN UNDER THIS CREDIT.
THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBEROF COMMERCE PUBLICATION 500.


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AUTHORIZED SIGNATURE