INTERNATIONAL CHAMBER OF COMMERCE (I.C.

C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

DATE: ----------------------------
Transaction Code:
Seller Code :

Buyer Code:

CONTRACT No :

COMMODITY THERMAL COAL B TYPE

AMOUNT 1.000.000 METRIC TONS. FOR MONTH. (WITH ROLLS+EXT).

TOTAL CONTRACT 60 (SIXTY) MONTHS. (WITH ROLLS+EXT).

SELLING PRICE IS USD $85, OO WHICH WILL BE ESTABLISHED AND DEFINED
IN THE SUPPLY CONTRACT WITH ALL ITS REQUIREMENTS LIKE THE PRICE
REVISION MECHANISM, BONUSES AND PENALTIES AND ANY OTHER CLAUSE
WHEN NECESSARY. THIS PRICE ALSO INCLUDES AN AMOUNT OF THREE (US$
3,OO/MT) AMERICAN DOLLARS PER METRIC TON TO COVER COMMISIONS TO
PRICE
BE PAID TO INTERMEDIARIES INVOLVED IN THIS BUSINESS, COMMISSION
THAT WILL BE PAID 50%(1.50 USD) BY THE SELLER TO THE SELLER SIDE
MANDATE, AND FALCILITATORS, AND 50% (1,50USD) BY THE BUYER FOR
THE COMMISSIONS TO THE BUYERS SIDE MANDATE AND FACILITATOR-
PAYMASTER
DESTINATION

PAYMENT CONDITIONS SBLC.

SELLER’S NAME HFA GROUP INC.

REPRESENTED BY BENIGNO ORNELAS ESCALANTE

BUYER’S NAME

REPRESENTED BY

_____________________________________________________________________________________________________________________________
_ NOTHING BELOW THIS LINE

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 1 of 12

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 2 of 12
NON-CIRCUMVENTION, NON-DISCLOSURE & IRREVOCABLE MASTER FEE
WORKING AGREEMENT (NCNDA) PROTECTION AGREEMENT (IMFPA).

This “agreement” incorporates by reference the standards of We the undersigned herewith referred as the, under
the International Chamber of Commerce (ICC), Paris, France, penalty of perjury do hereby irrevocably confirm and
on Non-Disclosure, Non-Circumvention and Working irrevocably accept to pay all intermediaries and fee
Agreements – including Privacy, Confidentiality and holders at the same time and in a manner as the
Cooperation. It shall bind each signatory (“Party”) for five (5) seller is being paid for each and every transaction of
years after execution regardless of the success of any this contract up to the completion of the contract plus
speFOBic transaction, and shall automatically extend to a new rollovers and extensions and in accordance with the
term of five (5) years from the start of any roll, extension, bank details to be specified in the hard copies of this
renewal or additional transaction between the principals. To contract.
achieve the mutual benefits of cooperation, each Party
understands that: We, the BUYER, irrevocably confirm that we will
order and direct our bank to endorse automatic
payment orders to the buyers beneficiaries named
Whereas, each Party recognizes the valuable proprietary rights below; furthermore, We, the BUYER, confirm that all
which each has established, and that it is in the best interests of pay orders shall automatically transfer funds as
each to protect and preserve such rights as have been attained, directed into each beneficiaries designated bank
maintained, developed, serviced and accomplished by each account within 1 (one) day, the date of closing and
prior to this Agreement, and, completion of each and every shipment of the
product during the contract term plus any/or
extensions and rollover of the specified contract. For
Whereas, the President of the United States, in signing HR the purpose of clarity, we confirm that the closing and
3721 on October 11, 1996, has authorized this Agreement by completion of each and every shipment shall be
giving corporations the right to declare their contracts, clients, deemed to take place when the letter of credit issued
internal procedures and information and the transactions they by the buyer has been drawn down at the counters of
engage in as corporate or trade secrets fully protected under the issuing bank.
the economic and industrial espionage laws of the U.S.A. and
the International Economic Community.
We, BUYER, agree to provide all beneficiaries with
written evidence of the pay orders lodged with our
Therefore, each Party signing this Agreement agrees to abide bank together with acknowledgements of their
by the following terms and conditions: acceptance. Furthermore, our bank shall be
instructed to provide duly signed and stamped
acknowledgement of this instruction as set out in the
annex. Forming part of this agreement. It is
Each Party agrees to not circumvent any other Party, e.g., to
understood that for the purposes of this Master Fee
avoid proper payment of fees or returns to a Party or to exclude
Protection Agreement, our bank shall be the same
a Party from proper participation, even for a rational reason (to
bank and this IMFPA acts as an integral part of it.
facilitate a deal or to avoid losing a deal). Each Party agrees to
not contact, or attempt to contact, directly or indirectly, any
“Confidential Contact” of any other Party, or use any
“Confidential Information” provided by any other Party, or We the undersigned being BUYER or the SELLER
named legally authorized representative as stated
disclose any of said information to anyone or entity, without a
real need and the consent of said other Party for each suchwithin the signed and legally binding main
transaction, contract unconditionally agree and
contact, use or disclosure, and then only after an agreement on
fees. Each Party agrees to keep private – and protect from undertake to approve and originate all payments in
USD currency to all beneficiaries named below as
leaks into the public domain any and all privileged and other
THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 3 of 12
 _____________________________

NOTHING BELOW THIS LINE

BUYER & SELLER COORDINATES.

SELLER
Printed Name: BENIGNO ORNELAS ESCALANTE
Company: HFA GROUP INC
Address:
Passport No:
Designation: .
Date and Time:
Tel:
Fax:
E-mail:

BUYER
Printed Name:
Company:
Address:
Passport No:
Designation:
Date and Time:
Tel:
Fax:
E-mail:

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 4 of 12

 ______________________________________________
NOTHING BELOW THIS LINE

IRREVOCABLE MASTER FEE PROTECTION

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING
AGREEMENT. (IMFPA)
AGREEMENT

SELLER GROUP MANDATE GROUP 2 Acceptance by Acceptance by :

NAME ACCEPTED BY US WITH BELOW BANK DETAILS OUR

LUIS DANIEL DOMINGUEZ ROJAS
BANK WILL BE USED AS PAYING BANK :

DESIGNATION MANDATE COMMISSION SIZE (WITH USD $1.00

ROLLS+EXT):
COMPANY NAME: HFA GROUP INC. BENEFICIARY NAME:
ADDRESS: BANK NAME:
TEL: 52 744 4810480 BANK ADDRESS:
MOBILE: 52 1 744 5869187 ACCOUNT No:
FAX: 52 744 481 04 80 SWIFT CODE:
EMAIL ADDRESS: l.dominguez@hfagroupinc.com BANK OFFICER:
SKYPE ID: BANK TEL:
PASSPORT No: 03300010366 BANK FAX:

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 5 of 12

 IRREVOCABLE MASTER FEE PROTECTION
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING
AGREEMENT. (IMFPA)
AGREEMENT
NATIONALITY: MEXICANA
TODAY’S DATE: 28/02/2011 TODAY’S DATE:

SIGNATURE AND SEAL:

IRREVOCABLE MASTER FEE PROTECTION

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING
AGREEMENT. (IMFPA)
AGREEMENT

SELLER´S GROUP 2 FACILITATOR Acceptance by

NAME IVAN DARIO JARAMILLO LLANO ACCEPTED BY US WITH BELOW BANK DETAILS OUR
BANK WILL BE USED AS PAYING BANK :

DESIGNATION FACILITADOR COMMISSION SIZE (WITH USD$0.50 PER MT.

ROLLS+EXT):
COMPANY NAME: BENEFICIARY NAME: .
ADDRESS: BOGOTA COLOMBIA BANK NAME: TO BE CONFIRMED.
TEL: 057 1 5261258 BANK ADDRESS:
MOBILE: 57 3142935938 ACCOUNT No:
FAX: SWIFT CODE:
EMAIL ADDRESS: jaramillollano@gmail.com BANK OFFICER:
SKYPE ID: BANK TEL:
PASSPORT No: AI 364583 - 79.049.326 BANK FAX:
NATIONALITY: COLOMBIANO
TODAY’S DATE: 28/02/2011 TODAY’S DATE:

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 6 of 12

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT AGREEMENT. (IMFPA)

SELLER´S GROUP 2 FACILITATOR Acceptance by

NAME ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK
WILL BE USED AS PAYING BANK :
COMMISSION SIZE (WITH
DESIGNATION ROLLS+EXT):
USD PER MT
COMPANY NAME: BENEFICIARY NAME:
ADDRESS: BANK NAME: TO BE CONFIRMED.
TEL: BANK ADDRESS:
MOBILE: ACCOUNT No:
FAX: SWIFT CODE:
EMAIL ADDRESS: BANK OFFICER:
SKYPE ID: BANK TEL:
PASSPORT No: BANK FAX:

NATIONALITY:
TODAY’S DATE: TODAY’S DATE:

SIGNATURE AND SEAL:

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION

AGREEMENT AGREEMENT. (IMFPA)

SELLER´S GROUP 2 FACILITATOR Acceptance by

NAME ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK
WILL BE USED AS PAYING BANK :
COMMISSION SIZE (WITH
DESIGNATION ROLLS+EXT):
USD 0. PER TM.
COMPANY NAME: BENEFICIARY NAME:
ADDRESS: BANK NAME: TO BE CONFIRMED.
TEL: BANK ADDRESS:
MOBILE: ACCOUNT No:
FAX: SWIFT CODE:
EMAIL ADDRESS: BANK OFFICER:
SKYPE ID: BANK TEL:
PASSPORT No: BANK FAX:

NATIONALITY:
TODAY’S DATE: TODAY’S DATE:

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 7 of 12

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT AGREEMENT. (IMFPA)

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION

AGREEMENT (NCNDA). AGREEMENT. (IMFPA)

BUYER´S MANDATE-paymaster GROUP 1 Acceptance by Acceptance by :

NAME ACCEPTED BY US WITH BELOW BANK DETAILS OUR
BANK WILL BE USED AS PAYING BANK :
COMMISSION
DESIGNATION $0.00USD PER MT.
SIZE (WITH
ROLLS+EXT):
COMPANY NAME: BENEFICIARY
ADDRESS: NAME:
BANK NAME: TO BE CONFIRMED.
TEL: BANK
MOBILE: ADDRESS:
ACCOUNT
FAX: No:
SWIFT CODE:
EMAIL ADDRESS: BANK
SKYPE ID: OFFICER:
BANK TEL:
PASSPORT No: BANK FAX:
NATIONALITY:
TODAY’S DATE: TODAY’S
DATE:

SIGNATURE AND SEAL:

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION

AGREEMENT AGREEMENT. (IMFPA)

BUYER´S MANDATE-paymaster GROUP 1 Acceptance by Acceptance by :

NAME ACCEPTED BY US WITH BELOW BANK DETAILS OUR
BANK WILL BE USED AS PAYING BANK :
COMMISSION
DESIGNATION $0,0USD PER MT.
SIZE (WITH
ROLLS+EXT):

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 8 of 12

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT AGREEMENT. (IMFPA)
COMPANY NAME: BENEFICIARY
ADDRESS: NAME:
BANK NAME: TO BE CONFIRMED.
TEL: BANK
MOBILE: ADDRESS:
ACCOUNT
FAX: No:
SWIFT CODE:
EMAIL ADDRESS: BANK
SKYPE ID: OFFICER:
BANK TEL:
PASSPORT No: BANK FAX:
NATIONALITY:
TODAY’S DATE: TODAY’S
DATE:

SIGNATURE AND SEAL:

PERFECTIONING: This agreement shall be taken as perfection with the signing of the contracting
parties notarized.
In proof of the above, Three (3) copies of the same wording are signed, in the city of Bogota Colombia
, on days of the month of ------------- (2011).

 SELLER

Printed Name: BENIGNO ORNELAS ESCALANTE

Company: HFA GROUP INC.
Address:
Passport No:
Designation: .
Date and Time:
Tel:
Fax:
E-mail:

Signature & Official Seal/Stamp

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 9 of 12

 _________________________________

 BUYER
Printed Name:
Company:
Address:
Passport No:
Designation:
Date and Time:
Tel:
Fax:
E-mail:

Signature & Official Seal/Stamp

__________________________________________________________________________________________
NOTHING BELOW THIS LINE

All bank charges should be borne by account beneficiaries above

NOTARY PUBLIC
On this date of 10 th -------------, 2011.

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSOALLY APPEARED THE FOLLOWING:
TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE FOREGOING
INSTRUMENT, AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS THEIR FREE ACT AND
DEED.
MY COMMISSION EXPIRES:

_______________________________
Notary public signature
Officer name:
Title:
Notary public name:
Address:
Tel:
Today’s date:
THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 10 of 12
[SEAL]

Bank Endorsement

THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN LODGED WITH US
AND WILL BE EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS STIPULATED IN THIS
DOCUMENT.

_______________________________
Bank officer 1 signature
Bank office name:
Title:
Pin number:
Bank name:
Bank address:
Bank tel:
Today’s date:
[seal]

______________________________
Bank officer 2 signature
Bank office name:
Title:
Pin number:
Bank name:
Bank address:
Bank tel:
Today’s date:

[SEAL]
NOTARY PUBLIC

NOTARY PUBLIC

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 11 of 12

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. Page 12 of 12