DATE: ___________, 1998                    OFFER NO.: ________________

KEOPS SELLING PRICE: US$ ______ /MT  FINAL SELLING PRICE: US$  ___ /MT

COMMISSION TO BE ADDED FOR ALL AGENTS: US$ ________ /MT

 ALL AGENTS MUST BE INCLUDED IN THIS FORM AND RETURNED WITH THE SIGNED OFFER

KEOPS HEREBY IRREVOCABLY GUARANTEES WITH FULL CORPORATE RESPONSIBILITY AND
AUTHORITY, THAT UPON CLOSING AND CONSUMMATION OF THE REFERENCED TRANSACTION
(OFFER), EITHER IN PART OR WHOLE, THAT OUR BANK, WILL BE INSTRUCTED TO
DISBURSE IMMEDIATELY THE ENTITLEMENT AND COMPENSATION HEREIN STATED AND
REPRESENTED BY THE AMOUNT AND PAY  THE SAME TO THE FOLLOWING:

1) AMOUNT US$______ /MT       
IN FAVOR OF: _____________________________
COMPANY: ________________________________   
TELEPHONE (     ) _______________FAX: (       )  ______________

2) AMOUNT US$______ /MT       
IN FAVOR OF: _____________________________
COMPANY: ________________________________   
TELEPHONE (     ) _______________FAX: (       )  ______________


3) AMOUNT US$______ /MT       
IN FAVOR OF: _____________________________
COMPANY: ________________________________   
TELEPHONE (     ) _______________FAX: (       )  ______________


SAID AMOUNT SHALL BE COMPUTED ON THE GROSS AMOUNT OF EACH SHIPMENT WITH THE
ABOVE REFERENCED OFFER AND SHALL BE PAYABLE ON A PRO RATE BASIS, AS EACH
SHIPMENT IS CLOSED AND CONSUMMATED. ONCE THE CONTRACT IS VALIDATED UPON
COMMENCING OF TRANSACTION, THIS ORDER TO PAY SHALL REMAIN VALID AND
ENFORCEABLE FOR THE FULL TERM AND SHALL APPLY TO ANY AND ALL RENEWALS,
EXTENSIONS, ROLLOVERS AND ADDITIONS AS AGREED TO BETWEEN THE
SUPPLIER/SELLER AND BUYER.

THIS ORDER TO PAY IS ASSIGNABLE, TRANSFERABLE AND DEVISABLE. THIS
AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
ALL COUNTRIES OR JURISDICTIONS AS CONTROLLED WHERE THE BANKS ARE LOCATED.


________________________ Signed by KEOPS CO. LTD. PRESIDENT
DATE: ___________________
NOTE: A maximum of 3 payments will be issued.