Re: Importship Agreement (the ¡§AGREEMENT¡¨) dated as of January 1st 1996 between Auto Italia Limited (“Auto Italia”) and Maserati S.p.A. (“Maserati”)

AUTO
      ITALIA 
00
      Xxxx
      Xxxx Xxx Xxxx 
Xxx0xxx
      
Xxxx
      Xxxx

Xxxxxx,
      00 May, 2005 

            Re:
                
            Importship
                Agreement (the ¡§AGREEMENT¡¨) dated as of January 1st
                1996
                between Auto Italia Limited (“Auto Italia”) and Maserati S.p.A.
                (“Maserati”) 

We
      refer
      to our agreements and confirm the further stipulations agreed under the
      AGREEMENT; 

Now
      it’s
      hereby agreed as follows: 

            1.

            Words
                and expressions used in this letter which are defined in the AGREEMENT
                shall bear the meaning ascribed to them therein.
                
            2.

            As
                from June 1, 2005, the delivery conditions for the CONTRACT AUTOMOBILES
                (the CONTRACT PRODUCTS) shall be modified as follows:
                
            (i)

            MASERATI,
                directly or through a third party of its choice, shall prepare and
                pack
                the CONTRACT PRODUCTS for shipment and transportation by whatever
                method
                and form it may deem appropriate in order to ensure their safety
                and
                integrity. The Parties agree that all costs and expenses necessary
                for
                such preparation and packing shall be borne exclusively by Auto Italia,
                which shall reimburse Maserati at Maserati’s simple request; such costs
                are set in ¡§Enclosure B¡¨ for 2005, and they might be revised and agreed
                in writing between the parties from 2006 onwards.
                
            (ii)

            While
                any delivery of CONTRACT PRODUCTS shall take place Ex-works, a separate
                invoice shall be issued for freight costs and expenses to Auto Italia
                facility in HK (to be indicated by Auto Italia to the forwarder at
                time of
                arrival of the CONTRACT PRODUCTS at HK port or airport, and to be
                chosen
                among the destination set in “Enclosure
                C”).
                
Accordingly,
      (i) Auto Italia shall reimburse to Maserati any and all costs and expenses
      borne
      by Maserati for the transportation from Maranello factory to the Auto Italia
      facility in HK and for the insurance at Maserati’s simple request, such costs
      are set in “Enclosure
      B” for
      2005,
      and they might be revised and agreed in writing between the parties from 2006
      onwards; and (ii) Auto Italia shall have the exclusive responsibility for
      obtaining any required import licenses or quotas for the purpose of importing
      the CONTRACT PRODUCTS in the TERRITORY, including the customs declaration for
      such importation. 

1

            (iii)

            For
                every single car, Auto Italia will inform Maserati which mean of
                transport
                should be used for the shipment. The communication should be given
                as soon
                as the car get ready (Modis Status 85).

            (iv)

            Auto
                Italia will settle the payment of freight costs and expenses invoice
                as
                per Maserati standard payment terms, as soon as Maserati will issue
                it.
                
            (v)

            Maserati
                reserves the right to modify the delivery conditions set forth in
                paragraph (i) and (ii) above at any time by giving at least one month
                prior written notice to Auto Italia. Auto Italia will notify Maserati
                about any possible repeated problem related to the transportation
                and the
                delivery of the CONTRACT PRODUCTS. 

            (vi)

            Auto
                Italia shall accept the CONTRACT PRODUCTS delivered by MASERATI in
                any
                case, without prejudice however to its claims and warranty rights
                under
                the AGREEMENT. To this regard, the CONTRACT PRODUCTS shall be deemed
                accepted by Auto Italia without reservation unless Auto Italia notifies
                MASERATI in writing within 7 (seven) days from the delivery date
                to Auto
                Italia facility in HK an appropriate and specific written complaint
                (whose
                rules are specified in “Enclosure
                A”)
                clearly stating the reasons thereof.

            (vii)

            AUTO
                ITALIA shall neither take nor solicit MASERATI to take any action
                which
                would violate any applicable laws and regulations in respect of import
                of
                the CONTRACT PRODUCTS and shall defend and indemnify and MASERATI
                for any
                reasonable cost, loss or damage arising out of or related to such
                action.
                
All
      the
      other provisions of the AGREEMENT shall remain in full force and effect in
      accordance with the terms thereof. 

This
      letter is issued in duplicate, if you agree with and consent to the terms of
      this letter, please sign the originals and we’ll then return one of the
      originals to you. 

Enclosure
      “A and B and C” annexed 

Yours
      faithfully, 

I
      hereby
      accept the foregoing terms and conditions, which shall therefore be fully inding
      and enforceable on me, this day 30th
      day of
      May 2005. 

AUTO
      ITALIA LIMITED

2

Enclosure
      “A”

MASERATI-
      HONG KONG MARKET
TRANSPORTS
      BY VESSEL / AIR : DELIVERY to Auto Italia’s facility in HK
TRANSPORT
      POLICY - AUGUSTA ASSICURAZIONI S.P.A.

You
      can
      find here-below all relevant rules to be followed in relation to the claim
      handling occurred during the transit in question. Once the CONTRACT AUTOMOBILES
      are arrived at their destination (i.e., Auto Italia’s PDI center, hereinafter
      referred to as the “Destination”) during their delivery to Auto Italia the
      procedure quoted here-under must be strictly followed in order to be enabled
      to
      correctly ascribe the liability for losses and/or damage occurring during the
      different stages of transport (collectively, “Damage”) and to quickly reimburse
      Auto Italia with the amount it claimed for:

1. During
      the CONTRACT AUTOMOBILES delivery a careful check must be done in contradictory
      between the parties (carrier who is delivering the CONTRACT AUTOMOBILES and
      Auto
      Italia who is collecting the CONTRACT AUTOMOBILES) by notifying the Carrier
      and
      formally writing on the transport documents all possible anomalies, Damage,
      shortages ascertained during the CONTRACT AUTOMOBILES delivery.

2. Within
      the 5 (five) business days subsequent to the delivery to the Destination, the
      Carrier has to be notified with whatsoever Damage ascertained subsequently
      as to
      say not visible during the delivery by registered letter with acknowledgment
      of
      receipt (term to be accepted by the transporter).

3. Within
      the 5 (five) business days subsequent to the delivery to Ihe Destination, Auto
      Italia must ask for the Local Agent’s intervention appointed by the Insurance
      Company as follows:

ASIA
      PACIFIC ADJUSTERS LTD
Xxxxxx
      Xxxxxxxxxx Xxxxxxxx, Xxxx 0000, 00 Xxxxxxxxx Xxxx - XX West Xxxxxx Xxx
      -
Phone:
      00000-00000000
Fax
      :
      00000-00000000
e-mail
      :
      xxxxxx@xxxxxxxxxx.xxx

4. The
      Local
      Agent must guarantee his intervention within 2 (two) days after Auto Italia’s
      request.

5. Either
      should not be possible to find a Local Agent or this la test could not assure
      his intervention according to the terms mentioned above, Auto Italia must inform
      the Insurance Company accordingly in order to agree how to act at the following
      fax number (0039) (000) 0000000.

Auto
      Italia has to keep the Damaged CONTRACT AUTOMOBILES at the surveyor’s disposal
      in other words it can’t make any repair works on the Damaged CONTRACT AUTOMOBILE
      before the Local Agent’s intervention.

3

Furthermore
      Auto Italia has also to make a Damage repair estimate which has to be submitted
      to the Local Agent during the surveyor’s intervention.
Subsequently
      to the surveyor’s intervention Auto Italia has to make the Damage reimbursement
      request complete with the following documents:
 
·
        a copy of the xxxx of lading
·
        a copy of
        the repair invoice (labour and material costs to be indicated
        separately)
·
        a copy of
        the claim letter addressed to the Carrier who delivered the CONTRACT
AUTOMOBILES
·
        the Local
        Agent’s survey report
·
        a copy of
        the CONTRACT AUTOMOBILES purchase invoice
·
        any other
        useful information
·
        photos of
        the Damage

It
      is
      very important that the Damage reimbursements request are submitted timely
      to
      the Insurance Company the following address:

·
        AUGUSTA
        ASSICURAZIONI S.P.A. - Ufficlo Assunzioni e Sinistri Trasporti - Xxx Xxxxxx,
        00-
        00000 Xxxxxx- Xxxxxx.

The
      Damage reimbursement request can be anticipated by fax (at the following fax
      number (0039) (000) 0000000) or by e-mail (at the following e-mail address:
      xxxxx.xxxxxxxxx@xxxxxxx.xx).

All
      the
      above in order to avoid the prescription terms expiry and at the same time
      to
      protect the Insurance Company’s right to undertake the recovery action towards
      all possible third parties responsible for the Damage occurred. In the case
      of
      the transit in question the right to claim for the Damage occurred during the
      transport is time-barred one year after the CONTRACT AUTOMOBILES arrival date
      at
      its final destination.

The
      Damage settlement will be done in the following way:
 
·Within
        20(twenty) days after the receipt of the Damage reimbursement request complete
        with all the necessary documents the Insurance Company will issue a “settlement
        form” which will have to be returned signed as accepted by Auto
        ltalia.
 
·The
        Insurance Company within 20(twenty) days after the receipt of the settlement
        form duly signed as accepted will make the bank transfer according to the
        information given by Auto Italia.
During
      the CONTRACT AUTOMOBILES transports in the various stages from the Maserati
      plant up to the Destination in order that the claim handling is managed
      correctly an accurate visual check relevant to the vehicle/s condition will
      be
      done n contradictory between the parties (between who is about to deliver the
      CONTRACT AUTOMOBILES and between who is about to receive the CONTRACT
      AUTOMOBILES) and in addition to all the above all the Damage, shortages and
      ascertained anomalies will be written formally on the transport
      documents.

4

Enclosure
      “B”

MASERATI-
      HONG KONG MARKET
Packing,
      freight and insurance PRICE LIST

Currency
      : USD

Value
      per
      car
20’
      container:
40’
      container:

5

Enclosure
      “C”

MASERATI-
      HONG KONG MARKET
Auto
      Italia facility address

            1.

            Xx.
                00 Xxxx Xxxx Xxx Xxxx, Xxxxxxxx, Xxxxxxx, XXXX
                XXXX

            2.

            1/F,
                Wang Yip Industrial Building, Xx. 0, Xxx Xxxxxx, Xxx Xxx Xxxx, Xxxxxxx,
                XXXX XXXX

            3.

            Ap
                Xxx Xxxx 3S Centre, Horizon Plaza, GIF, Unit I to 8 & 12, Xx. 0 Xxx
                Xxxx Xxxxxx, Xx Xxx Xxxx, XXXX
                XXXX

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Re: Importship Agreement (the ¡§AGREEMENT¡¨) dated as of January 1st 1996 between Auto Italia Limited (“Auto Italia”) and Maserati S.p.A. (“Maserati”)

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