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					NON-CIRCUMVENTION, NON-DISCLOSURE

& WORKING AGREEMENT

ICC / NC/NDA

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of
their future obligations,

and WHEREAS the undersigned desire to enter into a working business relationship to the
mutual and common benefit of the parties hereto, including their

affiliates, subsidiaries, stockholders, partners, coventures,

trading partners, and other associated

organizations (herein after referred to as “Affiliates”).

NOW THEREFORE in considerations of the mutual promise sassertions and covenants herein
and other good and

valuable considerations, the receipts of which

acknowledge hereby, the parties agree as follows :

TERMS AND CONDITIONS :

1. The parties will not in any manner, solicit, nor accept any business in any manner from
sources not their affiliates, which sources were made available through this agreement,
without the express permission of the party who made available the source; and,

2. The parties will maintain complete confidentiality regarding each others business sources
and/or their affiliates and will disclose such business sources

only to named parties pursuant to the express written permission of this party who made
available

the source; and,

3. That they will not in any way whatsoever,

circumvent, or attempt to circumvent each other, or any of the parties involved in any of the

transactions the parties are desirous of enter ing into and do, the best of their abilities assure

the order that the transaction codes established

will not be affected; and,

4. That they will not disclose, names, address,

telephones, and telefax or telex numbers or any contacts by either party to third parties and
that
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they each recognize such contacts as the exclusive property of the respective parties and that
they will not enter into any direct negotiations or transactions with such contracts revealed by
the other party; and,

5. 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 all expenses, including but not limited
to, all legal and expenses incurred to recover the lost revenue.

6. All consideration, benefits, bonuses, participation fees and/or commissions received as a
result of the contributions of the parties in this Agreement,

relating to any and all transactions will be

allocated as mutually agreed.

7. All disputes in connection with this contract or the execution thereof shall be settled
through friendly negotiations. Where no settlement can bereached, the disputes shall be
submitted for

arbitration. The arbitration shall take place at

I.C.C. Each party shall appoint an arbitrator

within thirty (30) days after receipt of

arbitration notification from the opposite party and the two arbitrators thus appointed shall

jointly nominate a third person as umpire to form an Arbitration Committee. The decision of
the

Arbitration Committee may be accepted as final and binding upon both parties, and
arbitration expenses shall be borne by the losing party.

AGREEMENT TO TERMS :

A. Signature on this Agreement received by way of facsimile shall be to an executed contract.

Agreement enforceable and admissible for all purposes as may be necessary under the terms
of this Agreement.

B. All signatures hereto acknowledge that they have read the foregoing Agreement and by
their initials and signature that they have full and complete authority to execute this
document for and in the name of the party for which they have given their signature. The
duration of
this agreement shall perpetuate for five (5)

years from the date hereof.

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ACCEPTED AND AGREED WITHOUT CHANGE

1.

COMPANY :

NAME :

ADDRESS :

PHONE :

FAX :

E-MAIL :

Signature :

Date :

Passport N°:

Country :

…………………………………………………………………………………………………………………………………………………
……

2.

COMPANY :

NAME :

ADDRESS :

PHONE :

FAX :

E-MAIL :

Signature :

Date :

Passport N°:
Country :

…………………………………………………………………………………………………………………………………………………
……

3.

COMPANY :

NAME :

ADDRESS :

PHONE :

FAX :

E-MAIL :

Signature :

Date :

Passport N°:

Country :

…………………………………………………………………………………………………………………………………………………
……

4.

COMPANY :

NAME :

ADDRESS :

PHONE :

FAX :

E-MAIL :

Signature :

Date :

Passport N°:

Country :

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