2010 Impfa, Non Solicitans Letter of Request

ANNEX C

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

AND BANK-ENDORSED PAY ORDER

Including paymasters and beneficiaries data and banking coordinates

Warning: Once signed by the Euro Provider, any modification in this Irrevocable Master Fee Protection Agreement (IMFPA) and Bank-Endorsed Pay Order requires all persons and companies hereby listed to be informed. The modification shall be subject of an amendment to this Agreement and shall require the written agreement of all persons and companies hereby listed.

Date: …TH …………… 2010

This Agreement is an Irrevocable Master Fee Protection Agreement (IMFPA) and Bank-Endorsed Pay Order under the Private Foreign Currency Exchange Agreement (PFCEA):

TRANSACTION CODE :

CONTRACT NO :

US$-P’S CODE: TO BE COMPLETED

EUR-P’S CODE:

THE PAYER OF THE AGREED COMMISSION AND CONSULTANCY FEES IS:

DATE: 00/00/2010

Name:

Title: EURO PROVIDER

Passport No.:

Country of Issue:

(In this Agreement referred to as Euro Provider or EUR-P)

usd principal of 11 euro principal

SUMMARY OF TERMS

Contract total amount: US$ 50,000,000,000.00 (Fifty Billion EUROS €) with rolls & extensions

First tranche: Equivalent amount of euro € 50,000,000.00 (Fifty Million euros)

Subsequent tranches: Per tranche schedule as agreed in Annex “B”

Transaction mode: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Bonus Gross 15% (Fifteen percent) / Net 10% (Ten percent) to the Euro Provider

Commission & Consultancy Fees: 5% (Five percent) to be split following the below agreed set-up

US$ Provider Commission: 2.5% USDP CLOSED

2.5% TO EURO-P’S SIDE split 50%-50% to

USDP and EURP AS FOLLOWS:

1.25% EURP GROUP

1.25% USDP GROUP

Payment mode:From Euro Provider’s Bank

unconditionally to designated Paymasters

IN THE ABOVE MENTIONED TRANSACTION AND IN ANY AND ALL TRANSACTIONS BETWEEN THE REFERENCED PRINCIPALS, INVOLVING ANY FOREX PRIVATE FOREIGN CURRENCY EXCHANGE, THE FOLLOWING WILL SET OUT THE PROTECTION OF FEES SHOULD THE CONTRACT BE EXECUTED AND CONSUMMATED UNDER THE TERMS AND CONDITIONS MUTUALLY AGREED UPON BY THE REFERENCED PRINCIPALS.

I THE EURO PROVIDER PAYING ALL COMMISSION AND CONSULTANCY FEES OUTLINED HEREIN, irrevocably and with full legal Authority, and corporate responsibility, hereby, agree and guarantee to protect, and immediately cause to pay, through THE paymaster to the banking coordinates provided by the beneficiaries, THE COMMISSION AND CONSULTANCY FEES AMOUNT OF 5% (FIVE PERCENT) in United States Dollars US$ PER each tranche delivered of the total contract amount to be paid and divided as agreed herein and, to be paid to each of the facilitators / mediators / intermediaries and agents OF THE EURO PROVIDER’S SIDE involved in this transaction and, the disbursement of THE COMMISSION AND THE consulting fees are to be made immediately upon closing of each and every transaction tranche delivered, without restrictions, imposts or taxes imposed, or impediment, delays of any kind or nature whatsoever of All quantities/tranches scheduled to be delivered and paid by the payer/Guarantor of the COMMISSION AND THE consulting fees to the designated Paymasters.

Furthermore, the delivery of these funds is guaranteed with full Corporate Authority and responsibility as good, clean, clear funds of non-criminal origin.

WE, the undersigned herewith irrevocably agree that this payment ORDER is irrevocable, unconditional, confirmed and not retractable and that all payments shall be made immediately by cash swift wire transfer in United States Dollars US$) per tranche transacted of principal sums upon closing of each and every tranche without protests, delays and deductions to the hereafter listed beneficiaries. These consulting fees and or commissions will be paid regardless whether the banks or transactions codes are changed. The same property rights of introduction of sources and of business, connection will be upheld and honored as per contract.

WE, the undersigned herewith irrevocably agree to place this irrevocable master fee protection agreement (IMFPA) with in full force with our bank, coordinates of which are listed herewith for the purpose of payment to the herein mentioned beneficiaries.

By the euro provider: I hereby swear under the international laws of perjury and fraud that the information provided by me herein is accurate and true and that I have read and understood the full Agreement. Signed and sealed on the date indicated below by the signature.


Signature:

DATE:

name:

title:

Passport No.:

Country of Issue:

BANK-ENDORSED PAY ORDER

we hereby acknowledge and confirm THAT this agreement (IMFPA) AND pay order document is lodged in our bank and THAT the COMMISSION AND CONSULTANCY fees are to be paid as per instructions upon commencement of this transaction.

OUR BANK OFFICER SHALL ENDORSE THIS PAY ORDER UPON COMMENCEMENT OF THE TRANSACTION AND A COPY OF THIS BANK ENDORSED AGREEMENT AND PAY ORDER SHALL BE SENT TO EACH PAYMASTERS HEREBY LISTED.

(EURO provider) - Banking coordinates

BANK NAME:

BANK ADDRESS:

ACCOUNT NAME: EURO PROVIDER

ACCOUNT NUMBER:

SWIFT CODE:

BANK OFFICER:

TELEPHONE NUMBER:

FACSIMILE NUMBER:

CHIPS UID:

SWIFT :

FED WIRE:

WE, the undersigned herewith irrevocably agree that the listed beneficiaries in this agreement do not assume any responsibility for the above named transaction and that they cannot be held liable for any reason whatsoever, except for the non-circumvention and non-disclosure (n.c.n.d) violations.


WE, the undersigned herewith irrevocably agree that all rules and regulations of i.c.c. 400/500/600 regarding confidentiality, non-circumvention and non-disclosure applies to all parties of the agreement and the said riles and regulations shall remain in full force for a period of 5 (FIVE) years from the date of this agreement, with extensions to be agreed upon.

WE, the undersigned herewith irrevocably agree that i.c.c. rules and regulations shall govern this agreement and that all entitlements under this pay-order shall include the entire transaction names herein and any further extensions, rollovers or negotiated transactions leading to new

contracts under new transaction codes between buyer/buyer’s mandate and seller/seller’s mandate.

WE, the undersigned herewith irrevocably agree that this agreement AND PAY ORDER IS UNCONDITIONAL, ASSIGNABLE AND DIVISIBLE TO BENEFICIARIES, HEIRS AND ASSIGNEES UPON WRITTEN NOTICES TO ALL PARTIES CONCERNED.

WE, the undersigned AS THE PAYER (EURO PROVIDER) herewith irrevocably agree:

A) that our bank shall provide the beneficiaries by fax or email, all payment instructions and documentations upon closing of each and every tranche of the referenced transaction.

B) that all beneficiaries shall have a line on the currencies that are subject of the referenced transaction in the event that any or all due payments have not been made.

C) that under no circumstance whatsoever, this irrevocable master fee protection agreement and payment order shall be withdrawn or instructions given to the paying bank to dishonor any payment demand by any beneficiary listed in this agreement which is due to the beneficiary under the terms and conditions of this agreement.

D) that all beneficiaries listed in this agreement are third party beneficiaries to the underlying private foreing currency exchange agreement between the principal currency providers.

E) THAT THE COMMISSION AND CONSULTANCY FEES STATED ARE COMPENSATION FOR SERVICES RENDERED AND ARE IRREVOCABLE, IRRETRIEVABLE AND UNCONDITIONALLY GUARANTEED TO BE PAID SIMULTANEOUSLY ON THE SAME DAY OF THE TRANCHE FOR EACH AND EVERY TRANCHE OF THE BANK INSTRUMENT REFERRED TO IN THIS CONTRACT. THE FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF ANY DEDUCTIONS EXCLUDING ROUTINE BANKING DELAYS.

F) THAT ANY ATTEMPTS TO CIRCUMVENT, BYPASS, ALTER OR CHANGE THIS AGREEMENT (OR THE SPIRIT OF THIS AGREEMENT) BY CHANGING OR CAUSING TO BE CHANGED OR HAVING KNOWLEDGE OF ANY CHANGES TO THE TRANSACTION NUMBERS IN THIS AGREEMENT TO WILFULLY AND KNOWINGLY AVOID PAYING THE FEES OWED TO THE PERSONS LISTED BELOW, ANY ONE (OR ALL) OF THE PERSONS LISTED IN THIS AGREEMENT HAS THE FULL RIGHTS TO CONTACT THE SELLER AND THE US-FED WITH A BREACH OF CONTRACT, CEASE & DESIST ORDER AND ANY FURTHER BUYS WILL BE HALTED.

IF ANY OF THE EVENTS IN THE ABOVE PARAGRAPH OCCUR, WE, the undersigned herewith UNDERSTAND AND AGREE THAT WE WILL BE EXCLUDED FROM CONDUCTING BUSINESS WITH THIS SELLER AT ANY TIME IN THE FUTURE.

WE, the undersigned herewith AGREE TO PAY RESTITUTION TO THE ALL BENEFICIARIES LISTED IN THIS AGREEMENT THE FULL AMOUNT THAT WOULD HAVE BEEN PAID IF AN AVOIDANCE OF PAYMENT, CIRCUMVENTION, ALTERATION, OR CHANGE OF THE TRANSACTION (OR CODE) NUMBER(S) HAD NOT OCCURRED.

WE, the undersigned AS THE PAYER (EURO PROVIDER) RESERVES THE RIGHT TO CHANGE BANKS AT ANY STAGE DURING ANY GIVEN TRANSACTION, BUT SUCH CHANGE WILL HAVE NO BEARING ON THE CONTENT OF THIS AGREEMENT.

SHOULD WE, the undersigned AS THE PAYER (EURO PROVIDER) CHANGE BANKS, THIS AGREEMENT WILL BE LODGED WITH THE NEW BANK IMMEDIATELY AND BEFORE OR SIMULTANEOUSLY WITH THE FIRST TRANSACTION DONE WITH THE NEW BANK AND THE BENEFICIARIES LISTED HEREIN SHALL BE NOTIFIED.

SHOULD WE, the undersigned AS THE PAYER (EURO PROVIDER) NOT DO SO, WE, the undersigned AS THE PAYER (EURO PROVIDER) FURTHER AUTHORIZES ANY BENEFICIARY LISTED HEREIN TO LODGE THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) WITH OUR NEW BANK AND SUCH LODGING SHALL CARRY THE SAME FORCE AND EFFECT AS IF WE, the undersigned AS THE PAYER (EURO PROVIDER) HAD DONE SO HIMSELF.


WE, the undersigned AS THE PAYER (EURO PROVIDER) WAIVE ALL DEFENSES.

ALL PARTIES AGREE NOT TO CIRCUMVENT, AVOID, BYPASS OR OBVIATE EACH OTHER DIRECTLY OR INDIRECTLY TO AVOID PAYMENT OF COMMISSIONS OR FEES IN ANY TRANSACTION PENDING, OR IN THE FUTURE, FOR AS LONG AS A CONTRACT SHALL REMAIN IN FORCE BETWEEN TWO PRINCIPALS, OR, FOR A PERIOD OF 5 (FIVE) YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT SHOULD NO CONTRACT RESULT. AT NO TIME SHALL EITHER PARTY DISCLOSE OR OTHERWISE REVEAL TO ANY THIRD PARTY ANY CONFIDENTIAL INFORMATION, CODE OR REFERENCE AND OR ANY SUCH INFORMATION ADVISED TO THE OTHER PARTY AS BEING CONFIDENTIAL OR PRIVILEGED WITHOUT THE FORMAL WRITTEN PERMISSION OF THE OTHER PARTY.

WE, the undersigned AS THE PAYER (EURO PROVIDER) AGREES THAT THE METHOD OF PAYMENT OF ALL FEES WILL BE SWIFT WIRE OR DIRECT WIRE TRANSFER OF FUNDS, ON THE SAME DATE OF EACH TRANCHE COMPLETION, TO BE ACCOMPANIED BY A CERTIFICATE OF GOOD, CLEAN, CLEARED, NON-CRIMINAL ORIGIN OF FUNDS IN UNITED STATES DOLLARS (US$).

DISBURSEMENT OF COMMISSION AND CONSULTANCY FEES

WE, the undersigned AS THE PAYER (EUROPROVIDER) HEREWITH IRREVOCABLY AGREE THAT THE DISBURSEMENT OF THE COMMISSION AND THE CONSULTANCY FEES SHALL BE AS FOLLOWS:

TOTAL AMOUNT OF 5.0% (FIVE POINT ZERO PERCENT) OF THE CONTRACT TOTAL VALUE (INCLUDING ALL ROLLS AND EXTENSIONS) TO BE PAID IN UNITED STATES DOLLARS (US$) AND TO BE SHARED AS FOLLOWS BETWEEN THE BELOW NAMED BENEFICIARIES.

A-1 USD ZONE 2,5%

COMMISSIONS: 2,5%, (ZERO POINT TWENTY-ONE PERCENT), OF THE TOTAL CONTRACT AMOUNT

This amount is payable to the designated Paymaster Bank Account, upon the closing of each and every tranche for the duration of the contract and including all rolls and extensions

COMMISSION FEE 2,5% OF TOTAL CONTRACT VALUE (TCV)PAYMASTERBeneficiary NamePaymaster passportBank NameBank AddressAccount NameAccount NumberSWIFT CodeIBAN No.

Bank Officer

Bank Telephone/FaxPaymaster Phone

Special Instructions All Wire transfers shall incorporate below Text Message and Sending Bank to SWIFT MT103 PRE-ADVICE REQUIRED WITH COPY EMAILED TO ..... for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank.

Required Message Text Message: The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS - TRANSACTION CODE: “[ ]" - FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE


FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”

SUB IMPFA: COMISSION, NAME, Nº PASSPORT

A-2 USD MANDATE/REPRESENTANT 1,25%

COMMISSIONS: 1,25%, (ZERO POINT TWENTY-ONE PERCENT), OF THE TOTAL CONTRACT AMOUNT


COMMISSION FEE 1,25%% OF TOTAL CONTRACT VALUE (TCV)PAYMASTER Jose alberto perez molinaBeneficiary Name Jose alberto perez MolinaPaymaster passport Bd-979929 spanish passportBank NameBank AddressAccount NameAccount NumberSWIFT CodeIBAN No.Bank OfficerBank Telephone/FaxPaymaster Phone


Required Message Text Message: The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS - TRANSACTION CODE: “[ ]" - FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”


A-3 EURO MANDATE 0,83%

COMMISSIONS: 0.83%, (ZERO POINT TWENTY-ONE PERCENT), OF THE TOTAL CONTRACT AMOUNT


COMMISSION FEE 0.83% OF TOTAL CONTRACT VALUE (TCV)PAYMASTERBeneficiary NamePaymaster passportBank NameBank AddressAccount Name

Account Number

SWIFT Code

IBAN No.

Bank Officer

Bank Telephone/FaxPaymaster Phone





A-4 EURO FACILITATORS 0,42%

COMMISSIONS: 0.42%, (ZERO POINT TWENTY-ONE PERCENT), OF THE TOTAL CONTRACT AMOUNT


COMMISSION FEE 0.42% OF TOTAL CONTRACT VALUE (TCV)PAYMASTERBeneficiary NamePaymaster passportBank NameBank AddressAccount NameAccount NumberSWIFT CodeIBAN No.Bank OfficerBank Telephone/FaxPaymaster Phone




A FACSIMILE OR EMAIL COPY OF THIS AGREEMENT/PAYMENT ORDER SHALL BE DEEMED AS ORIGINAL AND SHALL HAVE FULL LEGAL EFFECT IN FORCE.

IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED THIS AGREEMENT ON THIS

DATE:

Signature:

DATE:

Name:


Passport No.:

Country of Issue:


COPY PASSPORT EURO PROVIDER

COPY PASSPORT EURO MANDATE


COPY PASSPORT USD MANDATE


COPY PASSPORT USD PROVIDER

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LETTER OF REQUEST, NON-SOLICITANS

Date:

To:

I, the undersigned, confirm I have requested of your organization specific confidential information and documents as the EURO Provider (EUROP) whose intent is to participate in a foreign currency exchange agreement, USD/EURO, with a 15/10 discount.

I understand that the maximum permissible contract amount is 50 BILLIONS USD with possible E/R (extensions/rolls). I further understand that I must demonstrate a minimum Proof of Funds (POF) capability of 50M Euros and that I can do this with a tear sheet signed either by two bank officers or upon request via an BCL/POF - FAX. I hereby state that I will provide my POF via INTERBANK.

I hereby agree to keep all information received strictly confidential and will not disclose it to any third party.

I hereby declare that I am fully aware that the information received from you is in direct response to my request and it is not in any way considered or intended to be a solicitation of funds of any sort, or any type of offering and is intended for our general knowledge only. I hereby affirm, under penalty of perjury, that you have not solicited me in any way.

I understand that the contemplated transaction is strictly one of private currency exchange and is in no way relying on, or related to, the United States Securities Act of 1933, as amended or related regulations and does not involve the sale of securities. Further, I hereby declare I am not a licensed broker or government employee and understand that are neither you or your organization. I further understand that this private currency transaction is exempt from the Securities Act and not intended for the general public and all materials are for private use only.

This signed Letter of Request and Non-Solicitation is a binding document executed under the Penalty of Perjury of Law.

The above document, if transmitted by facsimile or electronic mail shall be considered an original, legally enforceable document.

Signature:

DATE:

Name:


Passport No.:

Country of Issue:

TO OBTAIN A COPY OPEN SEA OF THIS CONTRACTTHE EURO GET ABOUT MUST ORDER LETTER OF REQUEST, ATTACHED NON-SOLICITANS, WITH PASSPORT AND COPY OF POWERE-MAIL: [email protected]: ALBERTO PEREZ


mailto:[email protected]

2010 Impfa, Non Solicitans Letter of Request

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