INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600) Http .

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C N, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)Fill in correct information area belowCONTRACT CODE :SELLER’S TRANSACTION CODE :BUYER’S CODE :PRODUCT:PRODUCT ORIGIN :CONTRACT QUANTITY :CONTRACT PERIOD :PAYMENT TERM :SELLER’S NAME :SELLER’S SIDE REPRESENTATIVEBUYER’S NAME :BUYER’S SIDE REPRESENTATIVECONTRACT RELEASED DATE :NON-CIRCUMVENTION, NON-DISCLOSURE & WORKINGAGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTION AGREEMENT(IMFPA)WHEREAS the undersigned wish to enter into this Agreement to definecertain parameters of the future legal obligations, are bound by a dutyof Confidentiality with respect to their sources and contacts. This dutyis in accordance with the International Chamber of Commerce.We the undersigned herewith referred as the , under penalty ofperjury do hereby irrevocably confirm and irrevocably accept topay all intermediaries and fee holders at the same time and in amanner as the Seller is being paid for each and every transactionof this Contract up to the completion of the Contract plus rolloversand extensions and in accordance with the bank details to bespecified in the hard copies of this Contract.WHEREAS the undersigned desire to enter a working businessrelationship to the mutual and common benefit of the parties hereto,including their affiliates, subsidiaries, stockholders, partners, coventures, trading partners, and other associated organizations(hereinafter referred to as “Affiliates”).NOW THEREFORE in consideration of the mutual promises, assertionsand covenants herein and other good and valuable considerations, thereceipts of which is acknowledged hereby, the parties hereby agree asfollows:1.TERMS AND CONDITIONSA.The Parties will not in any manner solicit, nor accept anybusiness in any manner from sources or their affiliates, whichsources were made available through this Agreement,without the express permission of the party who madeavailable the source and,B.The Parties will maintain complete confidentiality regardingeach other business sources and/or their Affiliates and willdisclose such business sources only to the named Partiespursuant to the express written permission of this party whomade available the source, and,C. That they will not in any of the transactions the Parties aredesirous of entering into and do, to the best of their abilitiesassure the other that the transaction codes established willnot be affected.D. That they will not disclose names, addresses, e-mailWe, the SELLER , irrevocably confirm that we will order anddirect our bank to endorse automatic payment orders to thebeneficiaries named below; furthermore, We, the SELLER ,confirm that all pay orders shall automatically transfer funds asdirected into each beneficiaries designated bank account within 1(one) day after the date of closing and completion of each andevery invoiced payment for the delivered product during thecontract term plus any/or extensions and rollover of the specifiedContract. For the purpose of clarity, we confirm that the closingand completion of each and every shipment shall be deemed totake place when the payment has been received at the Seller’sbank for issued invoice due on delivered product and has clearedat the counters of the Buyer’s issuing bank.We, SELLER, agrees to provide all beneficiaries with writtenevidence of the pay orders lodged with our bank together withacknowledgements of their acceptance. Furthermore, our bankshall be instructed to provide duly signed and stampedacknowledgement of this instruction as set out in the annex.Forming part of this agreement. It is understood that for thepurposes of this Master Fee Protection Agreement, our bank shallbe the same bank and this IMFPA acts as an integral part of it.We the undersigned being SELLER or the Seller named legallyIRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDAPage 1 of 6

address, telephone and tele-fax or telex numbers to anycontacts by either Party to third parties and that they eachrecognize such contacts as the exclusive property of therespective Parties and they will not enter into any directnegotiations or transactions with such contracts revealed bythe other party andThat they further undertake not to enter into businesstransaction with banks, investors, sources of funds or otherbodies, the names of which have been provided by one oftheParties to this agreement, unless written permission hasbeen obtained from the other Party (ies) to do so. For thesale of this Agreement, it does not matter whetherinformation obtained from a natural or a legal person. TheParties also undertake not to make use of a third party tocircumvent this clause.That in the event of circumvention of this Agreement byeither Party, directly or indirectly, the circumvented Partyshall be entitled to a legal monetary penalty equal to themaximum service it should realize from such a transactionplus any and all expenses, including but not limited to alllegal costs and expenses incurred to recover the lostrevenue.All considerations, benefits, bonuses, participation feesand/or commissions received as a result of the contributionsof the Parties in the Agreement, relating to any and alltransactions will be allocated as mutually agreed.This Agreement is valid for any and all transaction betweenthe Parties herein and shall be governed by the enforceablelaw in All USA Courts, in the event of dispute, the A.A.A.arbitration laws of USA will apply.The signing Parties hereby accept such selected jurisdictionas the exclusive venue. The duration of the Agreement shallperpetuate for five (5) years from last date of signing.authorized representative as stated within the signed and legallybinding main transaction, Contract unconditionally agree andundertake to approve and originate all payments in USDcurrency to all beneficiaries named below as their rightful andpayable commission fees. This Agreement also acts as a recordconfirming the commission fee amounts for each namedbeneficiary as set out below:-AGREEMENT TO TERMSA. Signatures on this Agreement received by the way ofFacsimile, Mail and/or E-mail shall be an executed contract.Agreement enforceable and admissible for all purposes asmay be necessary under the terms of the Agreement.B. All signatories hereto acknowledge that they have read theforegoing Agreement and by their initials and signature thatthey have full and complete authority to execute thedocument for and in the name of the Party for which theyhave given their signature.Furthermore, we agree that any and all commission fees due shallbe paid to the beneficiary as a result of any extension or rolls ofthe Contract and that we shall effect all necessary documentationwith our bank without any undue delays to ensure suchcommission fees and paid within the terms of the Agreement.E.F.G.H.I.J.2.TERM & CONDITIONS:This Master Fee Protection Agreement covers the initial Contractand shall include any renewals, extensions, rollovers, additions orany new or transfer Contract any how originated from thistransaction because of the above intermediaries or changingcodes of the initial Contract entered into between the SELLER.This Master Fee Protection Agreement and any subsequentlyissued pay orders shall be assignable, transferable and divisibleand shall not be amended without the express written andnotarized consent of the receiving beneficiary. All Parties agreeneither to circumvent nor to attempt circumvent either for thetransaction of this current Contract or in the future for a period offive (5) years from the date of the execution of this fee protectionAgreement. This document binds all Parties, their employees,associates, transferees and assignees or designees.All faxed and/or e-mailed signatures shall be considered asoriginal signatures for the purpose of binding all Parties to thisAgreement. This document may be signed & in any number ofcounterparts all of which shall be taken together and shallconstitute as being one & the same instrument.Any Party may enter into this document and the Agreementconstituted thereby by signing any counterpart any time, date orperiod mentioned in any provision of this document shall only beamended by agreement in writing and signed off by all Partiesconcerned.PARTIAL INVALIDITY:The illegality, invalidity and non-enforceable provision of thisdocument under the laws of any jurisdiction shall not affect itsillegality, validity or enforceability under the law of any otherjurisdiction or provision.GOVERNING LAW AND JURISDICTION:This document shall be governed & construed in accordance withcurrent USA law or I.C.C 400/500/600 signed between PartnersNCND laws.ARBITRATION:All Parties agree to refer any disputes between the Parties arisingout of or in connection with this agreement including anyquestions regarding its existence, validity or termination toarbitration rules of the American Arbitration Association (A.A.A.).The appointed arbitrator shall hold the proceedings in the UnitedStates Of America in an agreed location by the Parties and therules of the A.A.A. shall apply.This document is signed and accepted by Parties named belowas to be included in the main contract.“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)”IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDAPage 2 of 6

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)1.2.3.EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. Asapplicable, this agreement shall be:Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable lawconforming to the UNCITRAL Model Law on Electronic Signatures (2001)ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for TradeFacilitation and Electronic Business (UN/CEFACT).EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copyof any document that has been previously transmitted by electronic means provided however, that any such request shall in no mannerdelay the parties from performing their respective obligations and duties under EDT instruments.-NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)SELLER NAME :DESIGNATION :COMPANY NAME :ADDRESS :MOBILEEMAIL ADDRESS :PASSPORT NO :NATIONALITY :BENEFICIARY NAME :BANK NAME :BANK ADDRESS :ACCOUNT NO :SWIFT CODE :BANK OFFICER :BANK TELEPHONE :ROUTING NUMBERACCEPTED & AGREEDSignature/SealToday's Date :IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & NCNDAPage 3 of 6