FEE PROTECTION AGREEMENT No. ……….

412266676.doc412266676.doc
Between

(Insert Address)

Represented by (Insert Name)

AND

(Insert Address)

Represented by (Insert Name)

1. The Seller guarantees in full responsibility, to pay the commission as described

below, as soon as the below exactly described transaction is successfully finalized. The
payments will be effected according to the partial shipments and payments thereof.

2. REASON OF THE COMMISSION-AGREEMENT

CONTRACT No.
SELLER:
BUYER:
PRODUCT:
QUANTITY:
CONTRACT PRICE:

3. COMMISSION

The sales-price includes a commission in total of USD (Insert Commission Fee as

Number) (Dollar (Insert Commission Fee as Writing)) per metric ton for the above
beneficiary. This commission is agreed on the above contract and all following, new
contracts or rollovers, if no new agreement replaces this commission Agreement.

The Bank Account of beneficiary is:

BANK:
USD DEPOSIT A/C:

The transfer will be made to the above account only and shall be transferred in the
same currency as stated in the contract Any change of the Contract Number as above
will be mutually agreed. The transfer-charges shall be for the account of the
beneficiary.

4. DATE OF PAYMENT

The commission is payable after payment and crediting of the contracted product-value
to the seller's account. This commission will be paid in the same vault as the contract
was realized. The beneficiary will receive copies by fax of the money transfers, as soon
as the respective transfer to beneficiary is done.

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5. NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT

All parties herewith declare, not to circumvent each other in this transaction or try to
circumvent. This is valid during all transactions inclusive all replacements, extensions
and additional. This document commits all parties and also their employees,
shareholders, partners, workers, and all other involved people. All rules and regulations
of ICC 400/500/600 regarding confidentiality, non-circumvention and non-disclosures
applies to all parties of the agreement and said rules and regulations shall remain in
full force for a period not to exceed three (3) years from the date of this agreement.

In case the above-mentioned contract shall not be in force, this COMMISSION

AGREEMENT will be null and void.

6. GENERAL AGREEMENT

This FPA is not to be changed or altered without the written consent of both parties
hereto.

After availability of funds, this FPA shall be exchanged for an OFFICIAL BANK
PAYORDER. Said Payorder shall be lodged with the bank of the Seller and a copy
thereof being sent to beneficiary.

A signed copy of this FPA shall be considered as legal paper and as original by the
consent of the parties having signed the FPA below, and as witness thereof, the
signatories have affixed their signatures and seals.

7. DISPUTE AND GOVERNING LAW

Should any dispute arise to the interpretation of this agreement, both signatories agree
to submit the matter to binding arbitration by the RULES AND REGULATIONS OF THE
INTERNATIONAL CHAMBER OF COMMERCE, ISSUES 500 + 600, should a friendly
settlement not be reached.

The place of arbitration should be (Insert Country). The governing language will be
English. The arbitration fee will be paid by the losing party.

FOR AND ON BEHALF OF:

(Insert Company Name)

.............................................
(Insert Name)

(Insert Title) SEAL

(Insert Company Name)

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.............................................
(Insert Name)

(Insert Title) SEAL