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Olayemi Okubena at 7,Dipeolu Street, Off Obafemi Awolowo Way, Ikeja Lagos, Nigeria,, on the one Hand (Olayemi), and _____________(___), whose address is _________________________ . This document applies to this, and any future spot or contract purchases that may take place between the Buyers introduced by Olayemi. Olayemi is to be compensated for those current and future transactions in accordance with the principles set forth in this agreement. This Working Agreement and Terms of Non-Circumvention also covers the proposal of the terms and conditions of an Agreement, exchange of information and conduct of such negotiations. The parties wish to avoid any misunderstandings and disputes which might otherwise occur in the event that a comprehensive agreement in this subject is not fully negotiated and fully executed. WITNESSETH: WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce. WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as Affiliates). WHEREAS this Agreement contemplated between the parties may require and result in the introduction of third parties (Buyers) by the Olayemi to __________; and, WHEREAS the parties hereby irrevocably confirm and guarantee to each other that the identity of the corporations, organizations, firms, companies or individuals and information as defined herein, are valuable and proprietary, whether that contact or information is known or unknown at the time of this agreement. NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

Olayemi Okubena: ______________________

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MANDATE .. hereby appoints .. as its Agent for strictly the sole purpose of assisting __________ in securing buyers for Crude Blends available from The Agent will be responsible for utilizing contacts and knowledge to secure buyers. Upon the successful delivery of the said buyers, the Mandates shall be entitled to remuneration to be agreed by the parties upon successful execution of a sale transaction. TERMS AND CONDITIONS a) The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and, the parties will maintain complete confidentiality regarding each others business sources and/or their affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of the party who made available the source, and, that they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities, assure the other that the transaction codes established will not be affected. b) That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. c) For the sake of this agreement, it does not matter whether information obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause. d) That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue. e) All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed. f) This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Countries, European Union Countries, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the laws Olayemi Okubena: ______________________ :_____________________________ Page 2

of the Federal Republic of Nigeria will apply first with the Federal High Court of Lagos as the court of venue. AGREEMENT TO TERMS a) Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. b) All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature. CONDITIONS OF NON-CIRCUMVENTION: 1. This is to reaffirm that each of the named parties as individuals and as duly authorized officers of the named corporations, separately and individually, hereby agree to keep confidential the names, telephone information of the banks, trusts, lenders or borrowers, lending institutions, corporations, buyers, sellers, groups and individuals introduced by any of the named parties or of their associates. Such information is considered the property of the introducing party/company, and shall remain so for the term of this Agreement. 2. The parties of this Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain commissions, fees, remunerations, or considerations to the benefit of any of the parties of this Agreement, while excluding equal or agreed to benefits to any of the other parties. 3. In the case of prior knowledge or possession of information regarding a specific source(s), the reintroduction of said source(s) shall only apply to the stipulations of this Agreement for the current transaction. GENERAL CONDITIONS: 1. This Agreement is not valid unless signed and exchanged by the respective parties of this transaction. 2. This document shall in no way be construed as being an Agreement of partnership in such a way that any of the individual parties to this Agreement shall have any claim against any separate dealings, ventures, or assets of any other party, nor shall any party be liable for any other party's commitments or liabilities in business or personal dealings or situations. 3. This Agreement is predicated on a yet to be determined remuneration structure, which shall include commissions due to Olayemi based upon a successful transaction emanating Olayemi Okubena: ______________________ :_____________________________ Page 3

from contacts and connections originating from the Group. Such remuneration to be determined and agreed upon entering into negotiations and/or discussions with any such contact or connection. Essentially, the spirit behind this Agreement is one of mutual trust and confidence and of the reliance upon each other to do what is fair and equitable. This Agreement shall be effective on the date first shown below and constitutes upon execution by the parties a legally binding CONFIDENTIAL AND NON- CIRCUMVENTION RELATIONSHIP AGREEMENT. THE PARTIES AGREE THAT FACSIMILE COPIES OF THIS AGREEMENT WILL BE CONSIDERED THE SAME AS ORIGINALS. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written below.


By: \s\ ____________________

By: \s\ _______________________

-------------------------------------Printed Name:

-------------------------------Printed Name

Title: __________________

Title: _____________________

Date: _______________

Date: _________________

Olayemi Okubena: ______________________

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