Non-Circumvention, Non-Disclosure and Working Agreement

Whereas the Undersigned Parties wish to enter into this agreement to define certain parameters of their future legal obligations, and considering their mutual promise herein and other good and valuable considerations the receipt of which is acknowledged hereby, the Parties here to mutually and voluntarily agree as follows: 1. The parties hereto and/or their affiliates of what-so-ever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the parties hereto, nor in any manner shall access, contact solicit and/or conduct any transaction with such said sources, without the expressed and specific permission of the party who made such said sources available. The Parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose knowledge pertaining to these specifically named Parties as permitted by the concerned Party, unless agreed and granted an expressed written permission of and by the Party whom made the source available. 2. the Parties shall not in any way whatsoever circumvent each other and/or attempt such circumvention of each other and/or any of the parties involved in any of the transactions the Parties wish to enter and to the best of their abilities shall ensure that the original transaction codes, data and proprietary information established are not altered. 3. The Parties shall not disclose any contact revealed by either Party to any third Parties as they fully recognized such information and contract(s) of the respective Party, and shall not enter into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other Party who made the contact(s) available. 4. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation. 5. All considerations, benefits, bonuses, participation, fees, and/or commissions received as a result of the contributions of the Parties to this agreement and according to the amount specified in appendix relating to any and all transactions shall be allocated and distributed as mutually agreed. Specific arrangements, for each transaction shall be made available and/or submitted to the recipient on the very day due and payable as per each and every transaction, unless otherwise agreed. 6. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories. This agreement shall apply to: All transactions originated during the term of this Agreement. All subsequent transactions that are follow up, repeat, extended or renegotiated transactions of transactions originated during the term of this Agreement. And all additional future transactions that will take place as a result of the contacts established as part of the progress in this transactions. 7. It is further agreed that any controversy, claims, and or dispute arising out of and/or relating to any part of the whole of this agreement or breach thereof and which is not settled between the signatories themselves within 30 days following a first notice, shall be and binding by and through qualified arbitration chosen by the mutual agreement of all Parties in accordance with the rules and through the institution of the British law of England. Any decision and/or award made by the arbitrators shall be final, conclusive and binding for the Parties and enforceable in the Court of Law in the Country of England. Participant Initials: 1) _______ 2) ________3) ________4) _______ 5) _________

ICC Non-Circumvention, Non-Disclosure and Working Agreement

8. If any party files any action or brings any proceedings against another Party arising from this Agreement, the prevailing Party shall be entitled to recover as an element of their COST of Suit and not as Damages, reasonable Attorney Fees to be fixed by the Court, Arbitrators, Mediators or Adjudicative Authority. The prevailing Party shall be the party entitled to recover their Costs of Suit and / or Arbitration and / or Mediation proceeds to Final Judgment. Any Party not entitled to recover Costs shall not recover Attorney Fees. 9. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns a) The non-circumvention damages, i.e., the total commissions, fees, or profits which would have been due, and; b) All loss sustained by the non defaulting party by reason of such breach, and; c) All expenses incurred in enforcing any legal remedy rights based upon or arising out of this Agreement. 10. Signature of this agreement shall be deemed to be an executed agreement enforceable and admissible for all purposes as may be necessary under the terms of this agreement. 11. All signatories hereto acknowledge that they have read and each Party fully understands the terms and conditions contained in this Agreement and by their initials and signature hereby unconditionally agree to its terms as of the date noted herein. 12. The language in all the Agreement shall be in all cases constructed simply according to its fair meaning and not strictly for or against of the Parties and it is agreed that the English language is used. 13. All introductions of entities by either Party to the other party that shall be done by writing transmitted by telecopy or other means of facsimile transmission with return confirmation requested, postage prepaid, email with return confirmation, shall be valid and binding. 14. This Agreement shall be binding upon all undersigned Parties and their heirs, successors, associates, affiliates and assigns. Each Party shall take reasonable steps to ensure that their Employees, Agents Representatives, Officers, Independent Contractors, Shareholders, Principals and other third Parties abide by the provisions of this Agreement. 15. All notices, demands, consists, or requests given by the Parties shall be in writing transmitted by telecopy or other means of facsimile transmission with return confirmation requested, postage prepaid, to the other Party at the last facsimile number or address the Party has designated by notice here in. Notice shall be considered to have been given. 16. This Agreement constitutes the entire Non Circumvention Agreement between the Parties and supersedes all prior discussion, negotiations and Agreements, whether oral or written. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding involving this Agreement 17. No waiver or default of any of this agreement by any party shall be implied from any omission of such party to take action against the defaulting party. One or more waivers of any covenant, terms or condition of this agreement by any party shall not be considered to be waiver of renders unnecessary consent or approval of said party of any subsequent or similar acts or omission. 18. the purpose of this instrument is to establish an internationally recognized Non-Circumvention, Non-Disclosure, and Working Agreement between the participating Parties. This and future transactions shall be conducted under the guidelines of the British law of England. Participant Initials: 1) _______ 2) ________3) ________4) _______ 5) _________ ICC Non-Circumvention, Non-Disclosure and Working Agreement 2

19. The Parties hereto shall not be deemed to be Partners in Joint Venture and no Party shall be liable to the other Partys commitments or liabilities resulting from execution of this Agreement. However, this Agreement shall not exclude any past, existing or future agreement wherein the Parties are Partners-in-Joint Venture as long as said Agreement wherein the Parties are Partners in-Joint Venture as long as said agreement is express and in writing and signed by all the Parties thereto in writing. 20. Any change or amendment to this Agreement, including oral modification supported by new consideration, must be reduced to writing and signed by all Parties before it will be effective. 21. This agreement may be signed in one or more counterparts and the Parties hereto agree that a signed telefax or other means of facsimile transmission with return confirmation requested, postage prepaid, email with return confirmation, shall be legal and binding. Accepted and agreed:

1) Date signed: Company: Company Reg. No: Signatorys Full Name: Signatory Position: Telephone No.: Fax No.: Address located at: Email addresses: Signature and Seal

2) Date signed: Signatorys Full Name: Telephone No.: Fax No.: Address located at: Email addresses: Signature and Seal

Participant Initials: 1) _______ 2) ________3) ________4) _______ 5) _________

ICC Non-Circumvention, Non-Disclosure and Working Agreement

3) Date signed: Company: Company Reg. No: Signatorys Full Name: Signatory Position: Telephone No.: Fax No.: Address located at: Email addresses: Signature and Seal

4) Date signed: Company: Company Reg. No: Signatorys Full Name: Signatory Position: Telephone No.: Fax No.: Address located at: Email addresses: Signature and Seal

5) Date signed: Company: Company Reg. No: Signatorys Full Name: Signatory Position: Telephone No.: Fax No.: Address located at: Email addresses: Signature and Seal

ICC Non-Circumvention, Non-Disclosure and Working Agreement

Participant Initials: 1) _______ 2) ________3) ________4) _______ 5) _________

ICC Non-Circumvention, Non-Disclosure and Working Agreement