MANAGEMENT AND SERVICES AGREEMENT

This Management and Services Agreement (this " Agreement" ) is made effective December 1st, 2011 (the " Effective Date" ) between COMPANY, an XXXXXXXX corporation having offices located at ___________________, (" COMPANY" ) and Alexandru Gabriel Tolomey, Authorized Representative for ADAM & TOLOMEY BUSINESS CONSORTIUM, having offices located at 2 Heinrich Heine ST., Timisoara TM 300070 (" A&T" ). WHEREAS, COMPANY is...... (please specify in detail) WHEREAS, A&T is a commercial partnership developed to offer high standard business consultancy services to foreign and Romanian investors; WHEREAS, COMPANY desires to outsource its business development functions and relationship management services (please specify in detail) to support its inbound/outbound services (the " Services") from/for markets situated in _______________________ (the Area); and WHEREAS, A&T is willing to provide the Services on the terms and conditions set forth in this Agreement; and WHEREAS, Exhibit A is a weekly addendum of this Agreement in which A&T will specify the Entities contacted during the completion of this Agreement. Exhibit A will contain the following information regarding the Entities: Name, Business Contact Details, Market Coverage, Contacting Date and Contract Signing Date; and WHEREAS, the Required Commission set by the Parties as compensation for the Services Provided by A&T will be ____________; and WHEREAS the Referral Period specified by The Parties shall mean the period and detailed in Section 5 of this Agreement; and WHEREAS, Training shall mean the periods spent by a A&T representative(s) at a location specified by COMPANY where A&T will receive from COMPANY knowledge that relate to the specific useful competencies involved to better serve the purpose of the present Agreement. All training costs shall be covered by COMPANY, excluding transportation fees to and from the training location(s). All in-training costs, including transportation will be covered by COMPANY. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, COMPANY and A&T agree as follows:

1. Potential Purchasers. COMPANY hereby authorizes A&T to market its Services to potential purchasers of the Services (" Purchasers). All Purchasers solicited by A&T are to be forwarded to COMPANY for acknowledgment on weekly basis. COMPANY shall pay no compensation to A&T for Purchasers solicited directly by COMPANY or another entity, unless the Purchaser is listed in Exhibit A as a prospect and enters into an agreement with COMPANY during and 5 years after the referral period set forth in Exhibit A. In every instance, A&T has the absolute right to be compensated for all the agreements between COMPANY and the Purchaser during the Referral Period of this Agreement or afterward. During the referral period of this Agreement, COMPANY has no obligation to bid for, quote prices to, negotiate with, or accept agreements from, any Purchaser directly, A&T being the interface between COMPANY and the Purchaser listed in Exhibit A. A&T agrees to disclose to each Purchaser that (a) A&T is the official representative of the COMPANY in that area, (b) COMPANY is under no obligation to provide Services to any Purchaser, and (b) A&T has no authority to bind COMPANY, unless foregoing stipulated. 2. Payments, Costs and Know-how. a. Commissions. COMPANY will pay A&T commissions as set forth in this Agreement. COMPANY shall pay the required commissions to A&T as agreed by the parties in writing for a specific Purchaser (please specify in detail). COMPANY will not withhold any income taxes or pay any social security taxes, domestic or foreign, on account of any commissions paid or payable to A&T. A&T IS RESPONSIBLE FOR THE PAYMENT OF ANY STATE AND LOCAL INCOME TAX, SELF-EMPLOYMENT TAX, BUSINESS LICENSES, BUSINESS REGISTRATIONS, OR OTHER TAXES, LICENSES OR REGISTRATIONS ASSOCIATED WITH A&T' S ACTIVITIES UNDER THIS AGREEMENT. b. Training shall be provided to A&T and will include visits of A&T to COMPANYs Service Markets and familiarization with existing COMPANY processes.

3. COMPANYs Duties. COMPANY shall use all efforts to provide A&T with commercial assistance, information and training necessary for A&T to carry out its activities under this Agreement. All books, documents, other materials and samples so supplied to A&T at COMPANYs expense shall be the property of COMPANY, and shall be returned to it upon request. COMPANY shall pay The Required Commission to A&T as specified by the present Agreement. 4. A&Ts Duties. __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 5. Term and Termination. This Agreement shall remain in effect for one and a half years, beginning on the Effective Date, and shall automatically renew for consecutive one year periods (collectively, the " Term" ), unless it is terminated as provided in this Agreement. Either party may terminate this Agreement upon 90 days prior written notice to the other. In the event of a material breach by either party of this Agreement, the nonbreaching party may terminate this Agreement upon written notice to the breaching party and failure to cure the breach by the breaching party within 15 days of such written notice. Either party may immediately terminate this Agreement upon written notice to the other party if (a) the other party petitions for relief under the International Bankruptcy Code; (b) any involuntary petition hereunder is filed against the other party and is not dismissed within 90 days; (c) relief under the International Bankruptcy Code is granted with respect to the other party as a debtor; or (d) the other party makes a general assignment for the benefit of creditors. Upon termination of this Agreement, A&T will not discontinue the commercial activity relating to sales of the Services and will be remunerated as stipulated in Section 2, line 1, point (b). A&T also agrees to return price and data books, sales plans and aids, and any and all other material and equipment furnished to it by COMPANY.

6. Confidentiality. In performing its obligations under this Agreement, each Party may receive information (the " Receiving Party" ) of a confidential and proprietary nature regarding the other, including information about such party' s intellectual property and its operations, research, marketing plans, strategies and customer lists (collectively, " Confidential Information" ). The Receiving Party shall hold the other Partys Confidential Information in strict confidence, shall not use such Confidential

Information except as permitted hereunder, and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party (the " Disclosing Party" ). Each party will use the same degree of care to protect the Disclosing Partys Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. The Receiving Party shall ensure that its employees and agents are bound to the same obligations of confidentiality as the Receiving Party. Confidential Information does not include (a) information which is known to the Receiving Party prior to the date of receipt and not obtained or derived in any manner related to this Agreement; (b) information which is or becomes part of the public domain through no fault of the Receiving Party; or (c) information which is obtained from a third party that lawfully possesses such Confidential Information and is under no obligation to keep such Confidential Information confidential. The Receiving Party may disclose the Confidential Information of the other in response to a valid court order, law, rule, regulation or other governmental action, provided that the Disclosing Party is notified in writing prior to disclosure of the information.

7. Controls COMPANY shall have the right to perform controls and inspections in the Area controlled by A&T. A&T undertakes to keep at COMPANYs disposal any documentation and information requested by COMPANY in relation of its control activity. COMPANY may disclose the information obtained during the performance of this Agreement and during the aforementioned control activity to any third parties, when legally requested by them. A&T undertakes, when requested by COMPANY, to provide all the aforementioned information to those third parties.

8. Governing law and jurisdiction This Agreement shall be governed, construed and interpreted in accordance with the laws of the Tribunal of International Commercial Arbitration, Romanian Chamber of Commerce and Trade, Bucharest - Romania. Any dispute, controversy or claim arising from or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the Chamber of Commerce and Trade of Bucharest, which the Parties declare to be aware of, by three arbitrators appointed in accordance with said "Rules". The seat of the arbitration shall be Bucharest and the language of the arbitration proceedings shall be English.

9. Miscellaneous Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. This Agreement, together with its Exhibits, constitutes the whole and only agreement between the Parties relating to the performance of Companys activities under this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating thereto. Each Party acknowledges that, in entering into this Agreement on the terms set out in this Agreement, it is not relying upon any representation, warranty, promise or assurance made or given by any other Party or any other person, whether or not in writing, at any time prior to the execution of this Agreement, which is not expressly set out herein. Any amendment to, or variation of, this Agreement must be in writing and signed by the duly authorised representatives of the Parties. Failure by the Parties at any time to exercise a right, require performance by them or to claim a breach of any provision of this Agreement shall not be construed as a waiver of any right accruing hereunder, nor shall it affect any subsequent breach or the effectiveness of this Agreement or any part of this Agreement, or prejudice any of the Parties as regards any subsequent action. All notices, reports or other communications between the Parties given pursuant to this Agreement shall be in writing delivered by courier, registered mail or fax to the Party for whom intended, at the address of such Party set forth below or to such different address as such Party may hereafter notify in writing to the other. Notice shall be deemed given on the date of actual receipt by the address: Alexandru Gabriel Tolomey 2 HEINRICH HEINE ST. TIMISOARA, 300070 FAX: 0356/102816 ATT.N: ALEXANDRU TOLOMEY COMPANY TravelHouse __________________________ __________________________ __________________________ __________________________

All taxes, fees, duties, dues, expenses, costs and charges whatsoever payable in the Area resulting from the execution, the effectiveness of this Agreement shall be borne by A&T if not otherwise stipulated by the Parties. In the event any provision of this Agreement is judged legally invalid, it shall automatically be severed here from and the remaining provisions shall continue in force, unless the Parties for the stipulation of this Agreement deemed the severed provision essential. This Agreement shall be executed in English language and in two counterparts, each of which shall be deemed to be an original and each of which together shall constitute one and the same document. If it is necessary the translation of the Agreement into Romanian language, in the case of discrepancy between such version and the English version, the English version shall prevail.

Alexandru Gabriel Tolomey COMPANY