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							1                       TRANSACTION CODE XXXXXXXXXXXXXXX




              Irrevocable Master Fee Protection Agreement ( IMFPA )

              ( Irrevocable Ongoing Payment & Disbursement Order )
               AND NON – CIRCUMVENTION AND NON-DISCLOSURE


TRANSACTION : XXXXXXXX MT OF CEMENT PORLAND GRADE 42,5% IN
BULK IN MONTHLY SHIPMENTS OF XXXXX MT FOR XX MONTHS & IN
ACCORDANCE TO CONTRACT TERMS

TRANSACTION/CONTRACT CODE : XXXXXXXXXXX




AGENT INTERMEDIARIES / PAYMASTERS :
1)
LEGAL REPRESENTATIVE:
PASSPORT NUMBER:
ADDRESS:



2)
LEGAL REPRESENTATIVE:
PASSPORT NUMBER:
ADDRESS:



Transaction:

As per contract number XXXXXXXXXX entered into agreement on the 00 XXXXXX 2008
between the Seller, Mr XXXXX XXXXX XXXXX representing XXXXXX XXXXX XXXXX, and
the Buyer Mr XXXXXXXXXXXXXX representing XXXXXXXXXXXXXXXXX.,

CEMENT PORLAND GRADE 42,5%
Transaction of XXXXXXXXXX Metric Ton (XXXXXXXXXXXXXXXXX metric tonnes)
(XXXXX metric tonnes per month) with Rolls & Extension

Selling Conditions:
PRICE : XXX USD/ METRIC TONNE (XXXXXXXXXXXXXXXX united states dollars)

INTERMEDIARIES COMMISSION: X USD/ METRIC TON (XXXXXX united states dollars)




SELLER SIGNATURE                                                   AGENT 2 SIGNATURE
2                          TRANSACTION CODE XXXXXXXXXXXXXXX


PROCESS OF PAYMENT DONE BY SELLER

This Pay order Agreement is being issued to list the payees involved in the sale of
XXXXXXXX METRIC TONNES OF CEMENT PORLAND GRADE 42.5% (XXXXXXX metric ton-
nes per month)

The Intermediaries are entitled to commission only after the Seller has received the customer’s
equivalent payment and only to the height of the received amount respectively capacity. A pay-
ment is considered as received the moment the Company can dispose of the paid amount. The In-
termediaries have the right to commission on all partial and complete payments the Seller received
within 3 banking days after receipt of each equivalent payment of the customer by direct Bank
transfer.

The commission will be paid irrevocably by the seller to the groups Paymaster named in this Pay
order Agreement for all contracted tranches to their designated accounts as per their instructions
as follow:

All entitlements shall be transferred/assigned in full compliance with I.C.C Publication N° 500, as
amended individually and separately per group involved, to designated accounts as per Paymas-
ter's instructions, payable automatically, upon completion of each and every tranche, by swift
transfers. The payments are to be made without protest, delay or deductions (other than normal
Bank wire transfer fees).

All entitlements under this pay order shall include the entire transaction named herein
and extension, rollovers or negotiated transactions leading to new contracts by and be-
tween Buyer/Buyer’s Mandate and Seller/ Seller’s Mandate.

This Master Fee Protection Agreement and Payment Order is an integral part of the Sales Contract
with Contract Number: TRANSACTION CODE & OR contract number: XXXXXXXXXXX.

The undersigned does hereby irrevocably guarantee with full corporate authority and responsibility
and under penalty of perjury, to provide fee protection for X USD (four) of the contracted volume,
payable in United States Dollars (US$).

The commission proceeds for this transaction will be distributed by the
SELLER as follows :

Commission of X USD per metric tonne OF CEMENT PORLAND GRADE 42,5% 50 KG.
PACKAGING (XXXXXXX metric tonnes per month * XX months.) will be paid to the In-
termediaries within 3 banking days of receipt of each equivalent payment.

GROUPS INTERMEDIAIRIES PAYMASTER
TOTAL COMMISSION : X USD (FOUR) / METRIC TONNE
GROUP 1: X USD PER MT * XXXXX MT PER MONTH= XXXXX US DOLLARS * XX MONTHS = XXXXXX US
DOLLARS
GROUP 2: X USD PER MT * XXXXX MT PER MONTH= XXXXX US DOLLARS * XX MONTHS = XXXXXX US
DOLLARS




SELLER SIGNATURE                                                                   AGENT 2 SIGNATURE
3                                   TRANSACTION CODE XXXXXXXXXXXXXXX


GROUP 1 :
COMMISSION :             X USD (XXXX) / METRIC TONNE




    CONTRACT NUMBER :
                        Name

                        Address

                        City
    BENEFICIARY
                        State - Country

                        Telephone

                        e-mail

    Beneficiary Bank:

    Branch Office:

                        Address

    Bank Address:       City

                        State - Country
    Bank Complete Telephone Num-
    ber:

    Bank Complete Fax Number:

                        SWIFT
    Bank                IBAN
                        US$ Account
                        Name

    Bank Officer:       Telephone

                        e-mail

    Bank Account Number:

    Bank Account Holder:

    COMMISSION:




SELLER SIGNATURE                                                       AGENT 2 SIGNATURE
4                                   TRANSACTION CODE XXXXXXXXXXXXXXX


GROUP 2 :
COMMISSION :             X USD (XXX) / METRIC TONNE




    CONTRACT NUMBER :
                        Name

                        Address

                        City
    BENEFICIARY
                        State - Country

                        Telephone

                        e-mail

    Beneficiary Bank:

    Branch Office:

                        Address

    Bank Address:       City

                        State - Country
    Bank Complete Telephone Num-
    ber:

    Bank Complete Fax Number:

                        SWIFT
    Bank
                        Account

    COMMISSION:

    SELLER


    Presidente
    Pasaporte
    BUYER


    Presidente
    Pasaporte :




SELLER SIGNATURE                                                       AGENT 2 SIGNATURE
5                            TRANSACTION CODE XXXXXXXXXXXXXXX




Non- Circumvention and Non-Disclosure
All parties involved in this transaction herewith irrevocably agree that the above named intermedi-
aries do not assume any responsibility for the above named transaction and they cannot be held
liable for any reason associated with the above transaction, except for the Non- Circumvention
and Non-Disclosure (N.C.N.D) violations. This agreement is an irrevocable commitment by the
undersigned to remit to the payee listed above to the Bank coordinates shown, the amount of
commissions as described herein. All rules and regulations of I.C.C 400/500/600 regarding confi-
dentiality, Non-Circumvention and Non-Disclosure applies to all parties of the agreement and said
rules and regulations shall remain in full force for a period of five (5) years from the date of this
agreement with extension to be agreed upon I.C.C rules and regulations shall govern this agree-
ment.

Venue

The contract partners make all efforts to settle all disputes arising from this contract amicably to a
mutual agreement. If the disputes cannot be settled amicably they shall be finally settled under the
rules of the Commercial Court of the United Kingdom. The award will bind on both parties. In the
event of litigation, the courts in PARIS - ICC shall have the exclusive jurisdiction.

Final Agreements

Once the Final Contract is signed by Buyer and Seller, this IMFPA will be turned into an
irrevocable Bank Pay Order.
This contract relation is subject to English law. The English text of this contact is the original text.
Verbal collateral agreements have not been made. Alterations and supplements of this contract
have to be done in writing.
If one stipulation of this contract becomes invalid the validity of the remaining contract shall not be
affected.

This comprises of 6 pages including one Annex.

SELLER
XXXXXXXXXXX

Represented by:
XXXXXXXXXXX

Title: PRESIDENTE

SIGNATURE AND SEAL




ANNEX A
PLEASE INSERT SELLERS PASSPORT HERE
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SELLER SIGNATURE                                                                       AGENT 2 SIGNATURE