SALE AND PURCHASE AGREEMENT

This Sale and Purchase Agreement, and all annexes thereto (collectively: the
“Agreement”) is hereby entered into by and between the following parties (the
“Parties”):

Company: NAME OF SELLER’S COMPANY (“Abbreviation”)

Address: (please insert)
Telephone: (please insert)
Fax: (please insert)
E-Mail: (please insert)
Represented by: Name of Seller’s Signatory, Title: the Seller’s Signatory

(Hereinafter Called: the “Seller”)

- and –

Company: NAME OF BUYER’S COMPANY (“Abbreviation”)

Address: (please insert)
Telephone: (please insert)
Fax: (please insert)
E-Mail: (please insert)
Represented by: Name of Seller’s Signatory, Title: the Buyer’s Signatory

(Hereinafter Called: the “Buyer”)

Whereas the Buyer hereby confirms that it is ready, willing and able (“RWA”) to
purchase Fifteen metric tons (15 MT) of gold bullion in the form of 12.5 Kg. Bars
manufactured to the Good London Delivery (“GLD”) Standard, within the banking
system, and sold under full banking responsibility of the Seller‟s Bank (the “Product”),
under the following terms and conditions, upon execution of this Agreement; and

Whereas the Seller, with full corporate authority and responsibility, hereby certifies,
represents, and warrants that it can fulfill the requirements of this Agreement and provide
the Product to the Buyer; and

Now, Therefore, the Parties hereby agree and covenant as to honoring the following
terms and conditions of this Agreement and conclude as follows:

* Throughout this Agreement, the word “Buyer” shall be deemed to include any and all of the Buyer‟s assigns; the meaning of
“Buyer” herein therefore is always “Buyer with assigns”. This Agreement may be assigned more than once by the Buyer/assigns in
order to meet the terms and conditions of this Agreement as per the agreed Schedule of Deliveries.
I. SUBJECT OF THE AGREEMENT

1.1. The Seller is to sell and the Buyer is to buy the Product, in the quantity of fifteen
 metric tons (15 MT), divided into (number) (--) monthly lifts (the “Lifts”) as per
the attached Schedule of Deliveries (Annex 2), with possible rolls and extensions of
the present Agreement (resulting in an increase of scheduled Lifts and/or an
increase in Lift size) (“Rolls & Extensions”), commencing with the
transfer/delivery of the initial lift (the “Initial Lift”) of fifteen metric tons (15 MT).
If this Agreement is amended to include Rolls & Extensions, then any additional
Lifts will be delivered by the Seller to the Buyer as per a schedule to be mutually
agreed to by the Parties, via an Addendum to the present Agreement.

II. CLEAR TITLE AND WARRANTIES

2.1. The Seller confirms and warrants that the Product is free and clear of any liens,
encumbrances, or mortgages. The Seller further confirms and warrants that the
Product is not subject to any legal action, nor is it of criminal origin, nor has it been
left as a deposit or collateral for a credit line or a financial instrument.

2.2. The Seller warrants with full legal responsibility that: (a) it has the full power,
right, authority, and ability to: (i) execute and perform this Agreement; and (ii) sell
and deliver the Product; (b) it has the full power, authority, and capacity to perform
all of its obligations undertaken as per this Agreement; and (c) the Product does not
contain either mercury or radioactive materials.

2.3. The Seller warrants and represents that the Product consists of 12.5 Kg. bars of gold
bullion, with internationally recognized, LBMA-registered/certified hallmarks, less
than number (X) years old, and that based on the full documentation for the Product
it shall tender to the Buyer as per this Agreement, said Product can be fully
transacted on a bank-to-bank basis. The Seller understands that it is the intention of
the Buyer to purchase one-hundred percent (100%) of the Product subject to this
Agreement directly from the Seller‟s Bullion Officer at Name of Seller‟s Bank in
City, Country.

2.4. The Buyer warrants with full legal responsibility and that: (a) it is RWA to
purchase the Product with clean and clear funds of non-criminal origin, which are
free from any liens, encumbrances, or mortgages (the “Funds”); (b) it has the full
power, right, authority and ability to execute and perform this Agreement, and to
buy and pay for the Product herein-mentioned; and (c) it has the full power,
authority and capacity to perform all of the Buyer‟s obligations undertaken as per
the present Agreement.

2.5. Both Parties warrant and represent that all of the provisions of the present
Agreement, the Seller‟s Product, and the Buyer‟s Funds, comply with The Patriot
Act and with all similar and adjacent laws in different countries throughout the
world and with the various international conventions and provisions regarding
terror, corruption and narcotics.
 III. SPECIFICATIONS OF THE PRODUCT

3.1. Product: Gold Bullion (Aurum Utalium) Metal in GLD Specification Bar Form.

3.2. Quantity: Fifteen Metric Tons (15 MT), plus possible Rolls & Extensions.

3.3. Lifts: Number (--) Lifts of varying quantities as per the attached Schedule of
Deliveries (Annex 2), plus possible Rolls & Extensions.

3.4. Format: 12.5 Kg. Bars of Au Metal (1 Kg. = 32.1507425 Fine Troy Ounces).

3.5. Fineness/Purity: 999.5/1000 Parts of Pure Gold (GLD Specifications).

3.6. Hallmarks: Internationally Recognized Hallmarks (or name of Hallmark), less

than number years old.

3.7. Discount: The Product is offered by the Seller to the Buyer with the Net Discount
of six percent (6%), and the Gross Discount of eight point five percent (8.5%), to
the “Second London Fixing” of the price of gold per ounce as quoted by the London
Bullion Market Association (the “LBMA”) on the date of each respective Lift‟s
transfer/delivery to the Buyer. Consultancy Fees of two percent (2.5%) shall be
paid by the Buyer to the Consultants responsible for originating this Transaction, as
per the terms of this Agreement and the Irrevocable Master Fee Protection
Agreement (the “IMFPA”) attached hereto as Annex 3.

3.8. Delivery: At the Seller‟s Bank.

3.9. Payment: Cleared Funds against Delivery.

3.10. Purchase Value: The Purchase Value of each Lift of Product as per this
Agreement (the “Purchase Value”) shall be calculated on the Date of
Transfer/Delivery, in advance of any discounts, as follows:

“The number of Fine Troy Ounces of the Product delivered in each

lift, as established by the Assay Certificate Issued by the Minting
Refinery (one kilogram being 32.1507425 Fine Troy Ounces),
multiplied by the Fine Troy Ounce's price according to the Last
Known 2nd Fixing of the London Bullion Market Association (the
“LBMA”) on the Day of Delivery/Invoicing” and displayed by the
LMBA.
In the event that the LBMA is not operating on that scheduled day,
the price calculation used shall be based on the second LBMA fixing
of the next market opening day.”
The Purchase Value of the Product shall be calculated with a precision of one (1)
cent {1/100th of one (1) United States Dollar (“USD”)}; the quantity of the Product
 shall be calculated with a precision of 0.001 {1/1000th of one (1) Fine Troy Ounce}.

3.11. Documents: All of the below-mentioned documents (“A” through “P”) will be
issued in the name of the Buyer‟s final assignee and endorsed by the Seller‟s
Bullion Officer. If one or more of these documents is not present at the time that
any Lift as per this Agreement is transacted, then said missing documents may be
supplied to the Buyer by the Seller at a later date if the Parties agree.

A. Safe Keeping Receipt;

B. Commercial Invoices (4 originals);
C. Certificate(s) of Ownership;
D. Certificate(s) of Origin;
E. Bullion Certificate(s);
F. Assayer's Certificate(s);
G. Tally Sheet per Bullion Certificate(s);
H. Certified Weight List and Assay describing each Bar;
I. Serial Number on Each Bar;
J. Insurance Endorsement(s);
K. Export Certificate(s);
L. Declaration by Seller/Supplier/Owner Stating that It Has Paid All the Duties,
Charges and Taxes or Levies to the Relevant Authorities in the Country
of Origin and that the Au Metal is Free from any Liens, Taxes,
Encumbrances or Mortgages at Delivery;
M. Packing List;
N. Seller‟s Bank‟s Statement to the Effect that There Are No Liens,
Encumbrances, Impediments, Restrictions or Limitations for the Sale;
O. Deposit Receipt from Name of Seller‟s Bank;
P. Warrant(s)/Certificate(s) of the Product as Being of Non-Criminal Origin,
Issued by Seller/Supplier/Owner.

3.12. Location of Product: The Product within each Lift is physically located in Name
of Depository Institution, in Name of City, Country.

IV. PRICING OF THE PRODUCT AND DISTRIBUTION OF PROCEEDS

4.1. The net discount on the Product to the Buyer shall be six percent (6%) of one-
hundred percent (100%) of each Lift‟s Purchase Value (in USD).

4.2. The Buyer warrants that it shall pay for each Lift as per the present Agreement as
follows, compensating each of the parties below directly:
 A. to the Seller: Ninety-one point five percent (91.5%) of one-hundred percent
(100%) of each Lift's Purchase Value (in USD); and

B. to the Seller‟s Mandate : One percent (1%) of one-hundred percent (100%) of

each Lift‟s Purchase Value (in USD); and

C. to the Buyer's Mandate (please insert): One percent (1%) of one-hundred

percent (100%) of each Lift‟s Purchase Value (in
USD).

D. to the Buyer's Facilitator : Zero point twenty-five percent (0.25%) of one-

hundred percent (100%) of each Lift‟s
Purchase Value (in USD).

E. to the Seller's Facilitator : Zero point twenty-five percent (0.25%) of one-

hundred percent (100%) of each Lift's
Purchase Value (in USD).

4.3. The payment currency under the present Agreement accepted by the Parties is
United States Dollars (“USD”): the legal currency of the United States of America.
All pricing of the Product on a “per-Lift basis” shall first be calculated in USD.
Certain parties named as Consultants in the attached IMFPA (Annex 3 hereto) may
specify to the Buyer that they are to be paid their Consultancy Fees in currencies
other than USD, but in any such cases the Buyer shall deduct all foreign exchange
fees (for conversion of payments from USD to the other currency) from
disbursements of these parties‟ Consultancy Fees.

V. NO ADDITIONAL CHARGES TO BUYER

5.1. The Seller hereby warrants and represents that on the date of transfer/delivery of the
Initial Lift of the Product, and on the dates of transfer/delivery of all subsequent
Lifts of the Product, no additional charges whatsoever related to the previous
safekeeping, transportation, etc. of the subject Product shall accrue to the Buyer.

VI. TITLE OF PROPERTY

6.1. The Title of Property of the Product contained in every Lift shall pass from the
Seller to the Buyer as established in Paragraph 12.1. – F of this Agreement, when
the payment for each respective Lift, delivered at the Seller‟s Bank, is performed
and confirmed by the Purchasing Bank, and a Certificate of Product Ownership
Transfer is made and signed by authorized representatives of the Seller and the
Buyer.

VII. BINDING AUTHORITY

7.1. This Agreement is a full commercial agreement that is “off market”, binding the
Parties hereto, their assigns, and successors, and is signed by the Parties with full
authority to do so, as established in Section II of this Agreement.

VIII. APPLICABLE LAWS AND JURISDICTION

8.1. Any legal action or legal proceeding related to the present Agreement shall be
adjudicated under the Laws of the Principality of Switzerland.

IX. NOTICES

9.1. Any and all notices required to be given by one Party to the other Party to this
Agreement (“Notices”) shall be in writing and transmitted electronically between
the Parties, via the receiving Party‟s e-mail coordinates contained within this
Agreement (or as amended by assignment).

X. FORCE MAJEURE

10.1. The Parties hereto shall not be held liable for any failure to perform under negative
incidents or circumstances beyond their control (“Force Majeur Circumstances”).
Force Majeure Circumstances shall include, but not be limited to: fires, floods,
typhoons/hurricanes, tornadoes, earthquakes, tidal waves, landslides, epidemics of
life-threatening diseases, and civil unrest that may occur in the United States of
America, Canada, the United Kingdom, Switzerland, Liechtenstein, Costa Rica or
Hong Kong SAR of China, after the Commencement Date of this Agreement and in
advance of any delivery/transfer dates of any Lifts of the Product as per the attached
Schedule of Deliveries (Annex 2).

XI. CONFORMITY WITH INTERNATIONAL REGULATIONS

11.1. The Seller and the Buyer declare that the origin of the Product, and the Funds used
for purchasing the Product, does not contravene any of the following laws or any
other national or international conventions regarding illegal or criminal activity:

A. The Drug Trafficking Act of 1986;

B. The Criminal Act of 1988;
C. The Prevention of Terrorism (Temporary Provisions) Act of 1989;
D. The Criminal Justice (International Cooperation) Act of 1990;
E. The Criminal Justice Act of 1993;
F. The Trade Secret Act of 1979;
G. Economic Espionage Act of 1993 (18 U.S.C. 1839 -3);
H. The Anti-Terrorism Act and the Patriot Act I and II (2003 and latest revision);
and
I. The Syrian Accountability and Lebanese Sovereignty Restoration Act of
2003.
 XII. TRANSACTION PROCEDURE

12.1. The Buyer and the Seller hereby agree to and fully accept the following procedure
for the execution of the Transaction by both Parties (the “Procedure”), including the
assignment of this Agreement by the Buyer to the ultimate Buyer: a Top World
Bank referred to herein as the “Purchasing Bank”:

A. Day one (1), 2009: By this date, (please insert) “Coordinating Bank”, shall
have conveyed a fax to the Seller‟s Mandate, via ……. (Buyer‟s facilitator), a
statement that (please insert name Buyer Mandate) and its Assigns are RWA
to transact the Initial Lift of 15 metric tons (15MT) of Product (the “RWA
Letter”). The Seller/Seller‟s Banker shall have been granted permission by
(please insert „Purchasing Banker‟ to telephone (please insert name of bank-
officer) “Coordinating Banker” and the signatory to the RWA Letter from
“Coordinating Banker”, to confirm authorship of the RWA Letter, and shall
make said call to (name bank-officer) no later than next day, 2009 during
business hours.

B. Day two (2), 2009: The Buyer and the Seller hereby execute this Agreement
(including the IMFPA and the Seller‟s Bullion Banker‟s complete contact
coordinates) electronically, which electronic execution shall be legally
binding on the Parties as per Section XIV below.

C. Day three (3), 2009: The ”Coordinating Banker” will call (or receive a call
from) the Seller‟s Bullion Officer and the Seller‟s Bullion Officer will
confirm to him that the Seller is RWA to deliver the Product to the Buyer as
per the terms of this Agreement (citing the Transaction Codes given
hereinabove). The appointment call referenced in Paragraph “D” below will
be scheduled by the Coordinating Banker with the Seller‟s Bullion Officer via
the establishment of an “appointment window”.

D. Day four (4): The Purchasing Bank‟s Transaction Officer contacts the
Seller‟s Bullion Officer and these two bankers organize the rapid exchange of
proof of product (“POP”) for proof of funds (“POF”) for the Initial Lift of
Product as per the Agreement.

E. Day five (5), 2009 (the first “Transaction Date”): Buyers mandate assigns its
role in this Agreement to the Purchasing Bank, and a copy of the assignment
paperwork is forwarded electronically to the Seller. The sale and purchase of
the Initial Lift of 15 metric tons (15MT) of Product then is closed, on a
“payment-against-delivery” basis, as per the Delivery Date given for said Lift
in the Schedule of Deliveries (Annex 2) of this Agreement. All Consultancy
Fees as given in the IMFPA (Annex 3 hereto) will be paid simultaneously to
the Purchasing Bank‟s acquisition of each Lift. The remaining Lifts as per the
Schedule of Deliveries (Annex 2 hereto), and any additional Lifts agreed to by
the Parties via Rolls & Extensions to this Agreement (via the execution of a
 written Addendum hereto), shall be transacted directly between the Seller‟s
Bullion Officer and the Purchasing Bank‟s Transaction Officer.
F. Note: All Lifts of the Product shall be transferred into the Purchasing Bank‟s
full title upon a direct bank-to-bank cash payment to the Seller for the quantity
of Product within each Lift, as per instructions given by the Purchasing
Bank‟s Bullion Department. The payment of the Lifts of Product as per this
Agreement, and for any subsequent additional Lifts (via Rolls & Extensions,
if any) will be made by the Purchasing Bank, against delivery, in cleared
funds via SWIFT to the Seller's Bank Account at Name of Bank in City,
Country.

XIII. SPECIAL TERMS

13.1. The present Agreement is signed as a result of the work performed by the third
parties named in the IMFPA (Annex 3 to this Agreement), their rights being
defended by the terms of said Agreement and the IMFPA.

13.2. This Agreement is made in the English Language.

13.3. This Agreement has eighteen (18) pages only, plus the additional passport copies
and other required information appended to Annex 1.

XIV. ELECTRONIC DOCUMENT TRANSMISSION

14.2. Electronic Document Transmission (“EDT”) shall be deemed valid and enforceable
in respect of any and all provisions of this Agreement. As applicable, this
Agreement shall:

A. Incorporate U.S. Public Law 106-229: “Electronic Signatures in Global and

National Commerce Act”, or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001); and

B. Incorporate ELECTRONIC COMMERCE AGREEMENT ECE/TRADE/257

(Geneva, May, 2000), adopted by the United Nations Centre for Trade
Facilitation and Electronic Business (UN/CEFACT); and

C. Have its EDT documents be subject to European Community Directive No.

95/46/EEC, as applicable (either Party may request hard copies of any
document that has been previously transmitted by electronic means between
the Parties, provided, however, that any such request shall in no manner delay
the Parties from performing their respective obligations and duties under EDT
instruments); and

D. Recognize that all electronic signatures and seals are valid and accepted as if
they had been executed with hand signatures and physical seals.
 XV. COORDINATES OF THE PARTIES

15.1. Buyer’s Coordinates*:

Buyer’s Name (please insert)

Represented by (please insert)
Buyer's Address (please insert)
Tel. Number (please insert)
E-Mail (please insert)

* These coordinates shall change upon the initial Buyer‟s assignment of the Agreement to a separate buyer.

15.2. Seller’s Coordinates:

Seller’s Name (please insert)

Represented by (please insert)
Seller's Address (please insert)
Tel. Number (please insert)
E-Mail (please insert)

XVI. BANKING COORDINATES OF THE PARTIES

16.1. Buyer’s Banking Coordinates (initially, those of the Coordinating Bank)*

Bank Name (please insert)

Bank Address (please insert)
Client’s Name (please insert)
Account No. (please insert)
SWIFT Code (please insert)
Bank Officer (please insert)
Telephone (please insert)
E-Mail (please insert)

* These banking coordinates shall change upon the initial Buyer‟s assignment of the Agreement to a separate buyer.

16.2. Seller’s Banking Coordinates

Bank Name (please insert)

Bank Address (please insert)
Account No. (please insert)
Account's Name (please insert)
SWIFT Code (please insert)
Bank Officer (please insert)
Telephone (please insert)
E-Mail (please insert)

The two Parties reserve the right to change their banks in the event that such change
should become reasonably necessary in order to accomplish the provisions of the
present Agreement.

XVII. ASSIGNMENT

17.1. Neither this Agreement nor any Annex hereto is assignable by the Seller. The
Buyer reserves the right to partially or fully assign its role, duties and obligations
under this Agreement or any Annex hereof, via simple written notice given to the
Seller, at which time the Buyer‟s Coordinates and the Buyer‟s Banking Coordinates
herein would be exchanged for the information pertaining to the Assignee. This
Agreement may be assigned more than once by the Buyer, as long as the payment
of each Lift as per the Schedule of Deliveries attached hereto is fully adhered to as
per the terms herein, and as long as any Assignee‟s full coordinates and identity are
shared with the Seller in advance of the closure of the initial Lift. No further
assignment of this Agreement by the Buyer shall take place after the Delivery Date
of the initial Lift of Product, unless the Parties hereto execute a written Addendum
(see definition below) to this effect.

XVIII. ADDENDUMS

18.1. This Agreement may be modified only via a written addendum (an “Addendum”)
hereto being executed electronically by both Parties. Each Addendum shall be
numbered and dated, and shall be considered as an integral part of this Agreement,
and shall be fully binding on the Parties hereto.

-- THIS SPACE INTENTIONALLY LEFT BLANK --

 XIX. SIGNATURES
By signing below both Parties hereby warrant and represent that they shall abide by their corporate and legal
responsibilities to fully execute the terms and conditions of this Agreement, under penalty of perjury:

FOR AND ON BEHALF OF THE BUYER:

Seal:

______________________________

WITNESS:
______________________________

FOR AND ON BEHALF OF THE SELLER:

NAME OF SELLER’S COMPANY Seal:

______________________________
Name : (please insert)
Title : (please insert)
Passport No. : (please insert)
Country of Issuance : (please insert)
Expiration : (please insert)

WITNESS:

______________________________
Name : (please insert)
Passport No. : (please insert)
Country of Issuance : (please insert)
Expiration : (please insert)

ANNEX 1: DOCUMENTS FOR COMPLIANCE

a. Copies of the Passports of the Signatories to the Agreement & the

IMFPA

b. Copy of Certificate of all parties involved including Corporate

Access Number

c. Copy of the Certificate of Incorporation of Name of Seller‟s

Company
 ANNEX 2: SCHEDULE OF DELIVERIES

No. Date Year Quantity Unit of Measurement Delivery Place(s)

1 November -- 2009 Seller‟s Au Depository
2 December -- 2009 Seller‟s Au Depository
3 January -- 2010 Seller‟s Au Depository
4 February -- 2010 Seller‟s Au Depository
5 March -- 2010 Seller‟s Au Depository
6 April -- 2010 Seller‟s Au Depository
7 May -- 2010 Seller‟s Au Depository
8 June -- 2010 Seller‟s Au Depository
9 July -- 2010 Seller‟s Au Depository
10 August -- 2010 Seller‟s Au Depository
11 September -- 2010 Seller‟s Au Depository
12 October -- 2010 Seller‟s Au Depository
13 November -- 2010 Seller‟s Au Depository
 14 December -- 2010 Seller‟s Au Depository
15 January -- 2011 Seller‟s Au Depository
16 February -- 2011 Seller‟s Au Depository
TOTAL: Metric Tons

ANNEX 3: IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

(THE “IMFPA”)

This IMFPA is valid only upon the successful completion of the Coded Transaction
referenced above (the “Transaction”); otherwise it is null and void. Upon execution of
the agreement between the Buyer and the Seller for the Transaction (the “Agreement”),
this IMFPA shall become an integral part (“Annex 3”) thereto.

I, the undersigned, an authorized signatory for (please insert), the “Buyer” named in the
above-referenced Transaction, hereby irrevocably and unconditionally confirm our
Company‟s commitment to pay to the three (3) participating beneficiaries who are named
hereafter (collectively: the “Consultants”; and each individually a “Consultant”), their full
contracted consulting fees and expenses (collectively: the “Consultancy Fees”) as given
herein, which Consultancy Fees are related to services performed for both Parties to
originate and complete the Transaction. This Annex 3 shall therefore serve as a pay order
(the “Pay Order”) to the Purchasing Bank (the ultimate Buyer upon final assignment of the
Agreement) for the Consultancy Fees, as given herein below, to be paid in full to each
respective Consultant.

Upon the Buyer‟s assignment of the Agreement to any other party including the
Purchasing Bank, this Annex shall also be fully incorporated and assigned therewith, to
represent an irrevocable commitment on behalf of any future assignee to honour the
covenants herein given.
This Pay Order is hereby irrevocably confirmed and payable to the hereafter-designated
Consultants upon the closing of each and every lift (“Lift”) of the Transaction as per the
Agreement, including any and all rolls and extensions thereof (“Rolls & Extensions”),
without any protests, delays (other than routine banking delays), and/or deductions (other
than of bank wire transfer fees, and/or of potential foreign exchange fees for any sums to
be remitted in non-U.S. currency).

All Consultancy Fees will be immediately and directly paid by the Purchasing Bank via
SWIFT Wire Transfer to the hereafter-designated Consultants, via each Consultant‟s
respective bank account, simultaneously to the Purchasing Bank‟s payment to the Seller
for the Product contained in each Lift during the term of the Agreement, commencing
from the delivery of the Initial Lift of the Transaction and continuing until the final Lift of
the Transaction is delivered, including any and all Rolls & Extensions of the Agreement.
The Buyer agrees to place this IMFPA in full force with the Purchasing Bank for the
purpose of ordering payment to Consultants via their payment coordinates as given below.

The total Consultancy Fees of two point five percent (2.5%) of one-hundred percent
(100%) of the total sales amount for each Lift of the Transaction will be distributed
by the Buyer as follows:

A) Seller’s Mandate One percent (1%) of one-hundred percent (100%) of the

Purchase Value of every Lift as per the Agreement and covering also
eventual Rolls & Extensions):

Company: (please insert)

Registration: (please insert)
Currency: (please insert)
Bank: (please insert)
Bank Address: (please insert)
Account Name: (please insert)
Account No.: (please insert)
SWIFT Code: (please insert)
Bank Telephone: (please insert)
Bank Fax: (please insert)
Bank Officer: (please insert)
Instructions: Same-day transfer and immediate credit for each Lift/transfer
payment together with the transaction code(s). Please e-mail
to Seller‟s Mandate Bank Officer that a bank wire has been
sent for Seller‟s Mandate via the following e-mail address: at
(please insert banker‟s e-mail address). All transfer
instructions shall state: “funds are clean and clear, of non-
criminal origin and are payable in cash immediately upon
receipt by the Consultant‟s bank”.
Note: Splitting of Received Amounts to other Sell Side Parties not
named herein as Consultants will be done by Seller‟s
 Mandate under its own full corporate responsibility, via
separate agreement.

B) Buyer’s Mandate One percent (1%) of one-hundred percent (100%) of the

Purchase Value of every Lift as per the Agreement and covering also
eventual Rolls & Extensions):

Company: (please insert)

Registration: (please insert)
Currency: (please insert)
Bank: (please insert)
Bank Branch: (please insert)
Bank Address: (please insert)
Account Name: (please insert)
Account No.: (please insert)
Routing No.: (please insert)
SWIFT Code: (please insert)
Bank Telephone: (please insert)
Bank Fax: (please insert)
Bank Officer: (Please insert), Commercial Account Manager
Instructions: Same-day transfer and immediate credit for each
Lift/transfer payment together with the transaction code(s).
Please e-mail to (please insert) that a bank wire has been
sent for (please insert) via the following e-mail address: at
(please insert). All transfer instructions shall state: “funds
are clean and clear, of non-criminal origin and are payable
in cash immediately upon receipt by the Consultant‟s
bank”.
Note: Splitting of Received Amounts to other Buy Side Parties
not named herein as Consultants will be done by (please
insert) under its own full corporate responsibility, via
separate agreement.

C) Buyer’s Facilitator Zero point twenty-five percent (0.25%) of one-hundred

percent (100%) of the Purchase Value of every Lift as per the Agreement
and covering also eventual Rolls & Extensions):

Company:
Registration: (please insert)
Currency: (please insert)
Bank: (please insert)
Bank Address: (please insert)
Account Name: (please insert)
Account No.: (please insert)
SWIFT Code: (please insert)
Clearing No.: (please insert)
 IBAN No.: (please insert)
Bank Telephone: (please insert)
Bank Fax: (please insert)
Bank Officer: (please insert)
Instructions: Same-day transfer and immediate credit for each
Lift/transfer payment together with the transaction code(s).
Please e-mail to, (please insert) that a bank wire has been
sent for …… via the following e-mail address: at (please
insert). All transfer instructions shall state: “funds are
clean and clear, of non-criminal origin and are payable in
cash immediately upon receipt by the Consultant‟s bank”.
Note: Splitting of received amounts to other Buy Side parties not
named herein as Consultants will be done by via its own
full corporate responsibility, via separate agreement.

D) Seller's Facilitator Zero point twenty-five percent (0.25%) of one-hundred

percent (100%) of the Purchase Value of every Lift as per the Agreement
and covering also eventual Rolls & Extensions):

Company: (please insert)

Registration: (please insert)
Currency: (please insert)
Bank: (please insert)
Bank Address: (please insert)
Account Name: (please insert)
Account No.: (please insert)
SWIFT Code: (please insert)
Clearing No.: (please insert)
IBAN No.: (please insert)
Bank Telephone: (please insert)
Bank Fax: (please insert)
Bank Officer: (please insert)
Instructions: Same-day transfer and immediate credit for each
Lift/transfer payment together with the transaction code(s).
Please e-mail to, (please insert) that a bank wire has been
sent for ……. via the following e-mail address: at (please
insert). All transfer instructions shall state: “funds are
clean and clear, of non-criminal origin and are payable in
cash immediately upon receipt by the Consultant‟s bank”.
Note: Splitting of received amounts to other Buy Side parties not
named herein as Consultants will be done by …… via its
own full corporate responsibility, via separate agreement.
The Buyer hereby acknowledges and accepts that each of the above-named Consultants
may, just once during each 3-Month period subsequent to the Commencement Date of the
Agreement, at its discretion and upon written notice to said effect delivered to the
Purchasing Bank via e-mail, fax, letter, or courier, provide alternate banking instructions
to the Purchasing Bank for its own Consulting Fees, naming a single alternate bank
account to which said fees shall be redirected and paid by the Purchasing Bank, without
fail, from the first business day subsequent to the date of delivery of said written notice to
the Purchasing Bank.

All parties involved in this Transaction herewith irrevocably agree that the above-named
Consultants do not assume any responsibility for the above-referenced Transaction and
that they cannot be held liable for any reason associated with said Transaction, except for
potential Non-Circumvention and Non-Disclosure (N.C.N.D.) violations.

This IMFPA is an irrevocable commitment and Pay Order by the undersigned to remit to
the Consultants listed above, via their bank coordinates as shown, the amount of
Consultancy Fees as given pertaining to each and every Lift of the Transaction. This
IMFPA shall remain in full force and effect for a period of five (5) years from the date
of this IMFPA, with possible rolls and extensions. All entitlements under this Pay Order
shall include the entire Transaction named herein and any and all Rolls & Extensions of
the Agreement, and any and all negotiated transactions leading to new agreements by and
between the Buyer/Buyer‟s Mandate and the Seller/Seller‟s Mandate.

The Buyer and all assignees of the Buyer hereby irrevocably guarantee, with full
corporate authority and responsibility, and under penalty of perjury, to provide fee
protection to each Consultant named herein relating to the total sales amount of the
contracted volume of the Transaction, so that 100% of the resulting Consultancy Fees are
paid to each Consultant‟s banking coordinates in United States Dollars (USD) or in other
currencies as specified herein as per the terms of this IMFPA.

The Buyer will pay all Consultancy Fees on the date of the payment of the TT transfer by
direct bank transfer.

It is mutually understood that each party named in this IMFPA agrees to keep
confidential the described Coded Transaction, and not to disclose to any third parties the
Transaction Code(s), any description of the Transaction, or the names of the Buyer, the
Buyer‟s assigns, the Owner/Seller, or of any banks or other institutions who are parties to
this specific Transaction, with the exception of necessary disclosure of such confidential
information to each party‟s own banking officers and attorneys.

It is likewise understood that the Buyer expressly reserves the right to: (a) deal with any
bank or depository, public or private, that it has in the past; or (b) decide to pursue
transactions with said parties in the future, including those institutions that may be used
in completing this Transaction. It is understood that the Consultants named herein will be
part of any future transactions for the next five (5) years conducted between the Buyer/its
assigns/its representatives and the Seller/its representatives. Neither the Buyer nor
Buyer‟s Mandate shall have any claims against any of the Consultants‟ dealings with the
Seller whatsoever outside of this IMFPA.

BUYER’S ACKNOWLEDGEMENT

This document constitutes a guaranteed, irrevocable, unconditional and non-retractable

Pay Order issued to the benefit of the Consultants named herein, given with full corporate
responsibility, by which we hereby instruct the Purchasing Bank to simultaneously pay,
without any protests, delays, or deductions (other than those referenced hereinabove),
upon the closing of each and every Lift of the subject Transaction, every month until the
Transaction under the above-entered Transaction Codes is totally completed, the full
Consultancy Fees for each Consultant, as stipulated herein, to the Consultants‟ respective
bank accounts as hereinabove given.

IN WITNESS WHEREOF, the undersigned has executed this Agreement on this

Saterday, 12th November 2009 on behalf of the Buyer: (please insert):

Seal:

Buyer‟s Signature: ___________________________

Print Name: (please insert)

WITNESSED BY: ___________________________

Print Name: (please insert)