NCNDA-IMFPA OIL

NON CIRCUMVENTION AND NON DISCLOSURE WORKING AGREEMENT NCNDA-IMFPA for Contract No.

COMMODITIE:

NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT (NCNDA)

And

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

THIS LETTER OF AGREEMENT PAYMENTS CORRESPONDS TO: COMMERCIAL BROKERAGE AGREEMENT ON PRIVATE PURCHASE OF COMMODITY

CONTRACT CODE: DATE SIGNED:

SELLER BUYER

PAYMASTERS INTERMEDIARIES AND MANDATARIESBuyers side Sellers side

GROUP A1 – SELLER FACILITATOR GROUP B1 - GROUP A2 – BUYER INTERMEDIARY GROUP B2 GROUP A3 –BUYER FACILITATOR GROUP B3

TERMS & CONDITIONS

This document is governed by and construed in accordance with the present Court English or 400/500/600 signed between partners NCNDA laws.

The transmission of this agreement through Yahoo Messenger, MSN Messenger or any similar program, fax or email will be legal and binding..

Together, on one hand, the seller, otherwise, the buyer, their agent, henceforth regarded as the "Parties" of other intermediaries, beneficiaries of this agreement, hereinafter considered "Intermediaries or beneficiaries" come to sign this agreement with the rights and obligations to each their due. Data from the parties and recipients are entered in their respective boxes below.

So come freely signing this agreement called NCNDA-IMFPA, claiming to be in full possession of his faculties, and of right for the signature of this agreement, so that:

AGREED:

SCOPE OF AGREEMENT: The purpose of this agreement is to establish and protect brokers' commissions that have facilitated the conclusion of the main contract between the parties, and regulate the use of confidential information to which it has or has had access in the main operation mentioned above and previously encoded, so as to safeguard the privacy of the parties and establish a security framework for data processing and non-circumvention agreement, all under the provisions of the ICC (International Chamber of Trade) and international laws on data protection. In addition, this document includes a master agreement is irrevocable payment protection, known as IMFPA.

The purpose of this agreement is to facilitate the connection between the seller and the buyer, in a manner that protects the confidentiality of the data required to transmit to reach the desired end, while protecting the economic interests intermediaries circumscribed. The basis of negotiation between the parties "seller's agent" and "buyer's agent" is based on legality, good faith and ethics.

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:1-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 2-ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 3-EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments

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This agreement is valid only for the successful completion of the transaction which is identified with its corresponding code, mentioned above, is not carried out this operation, this agreement shall be void and null.

In the case of circumvention of this Agreement by any of the signatory parties, either directly or indirectly, the party injured by such circumvention shall be entitled to legal monetary compensation equal to the maximum service to be aware of that transaction rather costs of each and every one, including all legal fees and expenses incurred in the proceedings, if possible place for the claim of such fees or commissions.

STIPULATIONS:

PROHIBITION OF AGREEMENTS BETWEEN THE PARTIES. The buyer and seller, either directly or through third parties, you can not make additional business deals without the prior knowledge and written consent of intermediaries.

The parties and / or its Affiliates of any kind, separately and individually, may not in any way, solicit and / or accept any business from sources that have been made available through any intermediaries. In any way, but will have access to such sources may be contacted to request and / or otherwise deal with the aforementioned sources, without the express written permission specific / intermediaries / s who put / put to the Parties contact. The parties undertake not to enter into business transaction with banks, investors, funding sources, corporations, partnerships, companies, individuals or other entities, which have been provided by one of the intermediaries in this Agreement, unless the source give written permission. For the sake of this Agreement, whether the information is obtained from a natural or legal person. The Parties also undertake not to use third party or by any other means to circumvent this clause.

CIRCUMVENTION NO COMMITMENT AND NON DISCLOSURE: The parties did not disclose to third no contact / source / supplier provided by the other party, nor enter into contacts, negotiations or transactions involved in such contacts / sources / suppliers both directly and indirectly.

It is understood and agreed that the regime of non circumvention and nondisclosure of the International Chamber of Commerce, Paris (ICC 400, 500, 600) is incorporated herein by reference, and shall apply to any transaction negotiated by this or future, for a period of five (5) years from the date of this agreement. Facsimile copies of documents and agreements relating to this transaction are declared and are considered valid and equal to the original.

Bind to this document: Owners, managers, employees, family and colleagues of either party, the main company and any company related to the parties.

The parties recognize as beneficiaries of the agreed commissions to intermediaries, as provided in this agreement, being expressed in this agreement, the transaction code (or contract), and the seller and buyer code. Also, the seller is obliged in this document NCNDA-IMFPA to pay the agreed commission pledging to register notary public, and then provide a notarized copy including faith, to the intermediary through his agent or facilitator.

PRIVACY POLICY AND DATA PROTECTION:

The parties will maintain complete confidentiality about any business done with the other party and / or intermediaries may not divulge any information about any transaction between the two, unless expressly and in writing is accepted by the party who originally provided the information, either by the supplier / vendor or the customer / buyer.

The facilitator in this act, undertakes to guard and transmit the data to which they have access, ensuring that they do not transcend to others, using a responsible and ethical conduct to ensure non-disclosure and secure transmission of them. To this end, shall take the necessary precautionary safety measures, both in custody and in the transmission of data.

Also, in compliance with the policies of international data protection, the facilitator is committed to destroying documents and data to which access is no longer retaining any copy thereof, by any means, once the transmission of these and whose purpose has ended, unless the documents lawfully entitled to possession to preserve the security of their fees, as NCNDA-IMFPA and copy of the contract, and in any case, once the period of validity of the agreement unless it is renewed or extended.


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Breach of this duty and negligence that may arise from the misuse of data, may lead to severe sanctions, legal action by the government agencies responsible for data protection and any compensation to the injured party and decoupling of this agreement, with all the losses of rights in future commercial transactions are legally bound by this agreement.

AGREEMENT ON COMMISSIONS

The party who causes any breach of this Agreement, shall be responsible for anyone harmed by any damage resulting from the infringement, including the costs of enforcing this Agreement. Where permitted by the judicial authority, punitive damages are awarded to the affected party (s).

Not be considered in breach of this Agreement if the circumstances are causing force majeure and beyond accountability and the reasonable control of the party cause.

That this agreement non-circumvention and non-disclosure agreement will be taken and held by the parties five (5) successive years from the date of termination of this Agreement, even if the main contract does not take effect for any reason , or there is a termination of this Agreement for any reason (s) or cause (s). Provided that in such case, the parties may renegotiate a new contract without going through intermediaries, after the expiration of five years.The lack of agreement on the provision within six months of the opening of these negotiations will result in automatic termination of this Agreement, without prejudice to the non-circumvention clause that, as mentioned above, is set to five years.

"The Parties" irrevocably and unconditionally, by this agreement, guarantee respect for all the rates of remuneration of intermediaries.

The undersigned Seller in this document as the payer (Paymaster) under penalty of perjury, agree to pay, by the media designated in the present, to all intermediaries holding shares, which appear in this document as the beneficiary paymasters at the same time and so the seller will pay for each transaction in accordance with the provisions of this document in front NCNDA, the Paymaster recipients, ordered the payments to the beneficiaries set forth in its respective group, with the quota allocations by the associated IMFPA, where reference is made to this document and the contract, by reference to the code entered at the beginning of this document being ordered payments until the completion of the contract, including additions and extensions, in accordance with the referenced physical copies of the contract, to be annexed to this agreement. The document mentioned IMFPA will automatically be valid and enforceable, provided that the contract of sale between the buyer and seller to close permanently sealed and signed by the parties and provided the contract of sale or business whatever the subject contract is carried effectively implemented.

The payer of this agreement NCNDA-IMFPA, confirms, that will irrevocably instruct your bank to make automatic payment orders to beneficiaries listed below. Furthermore, the beneficiaries of such payments (designated in the referenced Paymasters Groups, confirm that serve both as paymasters of their respective groups, making it effective all orders to the beneficiaries set forth in section [beneficiaries] of their respective groups for their respective banks (reflected here), automatically transferred to each of the designated beneficiaries in the bank account as stated by them, within 2 (two) days after the date of receipt of the funds for each closure or completion of each and every product shipments during the term of the contract, in addition to possible extensions and contract extensions or conversion specified. For clarity purposes, we can confirm that the closure and completion of each and every one of the shipments, is deemed to take place when the letter of credit issued by the buyer has been deducted at the counters of the issuing bank and it has issued the code Swift for the seller's bank.

The Payer agrees to provide to all beneficiaries the written evidence of payment orders submitted to the bank, along with receipts for their acceptance. On the other hand, the payer's bank will provide duly signed and stamped the recognition of each instruction as part of this agreement. It is understood that, for the purposes of this Agreement for Protection, the bank will be paying the same bank in which processed the payments to the payer and payee designated herein NCNDA-IMFPA the main contract and this agreement serves as integral part thereof.

We, the undersigned as beneficiaries, known legally as intermediaries in the main agreement, authorize and accept the terms of this agreement, subject to the provisions on data protection and confidentiality of this agreement being legally bound to the operation principal, and accept that originate all payments in the currency agreed in the main contract. This agreement also acts as a record confirming the allocation of the commission fee for each beneficiary.

TERM AND CONDITIONS: This protection agreement covers the main contract referenced in the source of this document and shall include any renewals,


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extraordinary increases, extension, renewal, or any new contract or transfer of any type and mode, resulting in the origin of this operation, protecting intermediaries in any attempt to override or change the codes of the first contract between the buyer and seller. The agreement of protection and payment orders issued after include, transferable and divisible and shall not be amended without the express written notarized authorization and with the consent of the intermediaries. All parties agree: Not to circumvent or attempt to circumvent or to the operation of this current contract or in the future for a period of five (5) years from the date of execution of this agreement to protect rates. This document requires all participants, their employees, partners and assigns, guardians or designated persons and companies attached and any way possible through third persons, entities, associations or any other means. All fax and / or emails referenced for the main operation will be bound to the agreement, should be required as evidence of the discrepancy, as well as electronic signatures embedded in the document shall be deemed original signatures by the end to bind all parties to this agreement. This document may be signed in any number of counterparts, all of which will be considered as a whole and is as one and the same instrument that refers to the main contract.

LEGAL FORMS OF TRANSMISSION: The parts used for the communication of issues that relate to businesses that are tied to this agreement, and for the transmission of data and documents related to this agreement, the email that each of the parties with their data records this document. To this end, the parties recognize this mode of transmission as valid, the messages transmitted serving as evidence, before any litigation. Likewise, the parties underline the validity of signatures embedded in this document and the documents used to conduct business referrals. These signatures will be in the handwriting of the owners doing the same signature as that given in the respective identity documents, and then digitized to be embedded in documents.

EDT (electronic transmission of documents) Be deemed valid and enforceable in respect of the provisions of this Agreement. Where applicable, this Agreement will: 1.-Incorporation of U.S. Public Law 106-229,''Electronic Signatures in Global and national level.''Both the Trade Act as the legislation under the UNCITRAL Model Law on Electronic Signatures ( 2001) 2.-Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN / CEFACT). 3.-EDT documents shall be subject to the European Community under Directive No. 95/46/EEC, and others, as appropriate. Each party may request a copy of any document which has been previously transmitted by electronic means provided that such request does not cause in any way delay the commercial parties to the transaction that causes the performance of the obligations and duties under EDT instruments. It is recommended that all parties retain email related to the transaction subject to this agreement for a reasonable period, in a folder created for this purpose, preferably in the mail server, if possible, on disk storage in CSV file .

PARTIAL INVALIDITY: The potential illegality, invalidity and / or provision not in accordance with the laws of that document, under the laws of any jurisdiction shall not prevent the exception of the specific objective of the agreement, governed by the laws and treaties, and under the provisions International Chamber of Commerce (ICC), headquartered in Paris. ARBITRATION: All parties agree to submit any dispute arising under this agreement or the prime contract in connection with this agreement, including questions about its existence, validity or termination of the arbitration rules of the International Arbitration Centre (IAC). The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall apply. This document is signed and accepted by the following parties for inclusion in the main contract. In this agreement are limited to four recipients disbursing acknowledge the agreed payments, so signature to the bottom of the document, acceptance of the terms of this agreement. THIS AGREEMENT IS COMPOSED OF A TOTAL OF 17 PAGES Numbers 1 to 17.


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REFERENCE SPECIFIC DEAL, ATTACHED IN HERE IMPFA COMPLETE:SELLERS SIDE= $1 USD per MT BUYERS SIDE = $ 1USD per MT

TOTAL RENUMERATIONSHALL BE PAID BY THE SELLER AS FOLLOWS TERM CONTRACT NºCOMMODITY D2 GASOILORIGINCONTRACT QTY Fivehundred thousand (500.000) metric tons with possible rolls and

extensionsCONTRACT PERIOD SPOT with possible rolls and extensionsPRICE US$12.00/GROSS and US$10.00/NET per metric ton below NWE Platt’sDESTINATION PORTS FOB ROTTERDAMCONTRACT DATE 20 January 2011

IN WITNESS WHEREOF, the undersigned has executed this agreement on this date

Acceptance Remuneration Information and PaymastersBy the authorized representatives of the seller and buyer


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Signature and Corporate Seal:

DATE: DECEMBER 3RD 2010

DATE:

Signature and Corporate Seal:

DATE

ON BEHALF OF THE BUYER:

Represented By :

Name: Position: Passport No:

ON BEHALF OF THE SELLER:

Represented By:

NamePosition: CEOPassport No:


COMMODITIE:

This document is signed and accepted by parties named below as to be included in the main contract.

BUYER SIDE IDENTIFICATION:

PRINCIPAL BUYER: NON CIRCUMBENTION AND NON DISCLOSURE

NAME: BUYER CODE:

COMPANY:BENEFICIARY ACCOUNT

NAME:

DESIGNATION: BANK NAME:

ADDRESS: BANK ADDRESS:

TEL: ACCOUNT NUMBER:

CELL: IBAN/ABA CODE:

FAX: SWIFT/BIC CODE:

EMAIL: BANK OFFICER:

SKYPE ID: BANK PHONE

PASSPORT/DNI: BANK FAX:

NATIONALITY: TODAY’S DATE:


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PROVIDED SEPARATELY

I, the BUYER, I accept the terms of this agreement, pledging to honor all agreements, which acknowledge the involvement of intermediaries and the rights derived from them, so you agree to abide by the treaties of the International Chamber of Commerce the protection of intermediaries.

Embed scanned signature here:

Signed By:

EMBED SCANNED SEAL HERE:

SELLER SIDE IDENTIFICATION:

PRINCIPAL SELLER: NON CIRCUMBENTION AND NON DISCLOSUREAND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

NAME: SELLER CODE:

COMPANY: BENEFICIARY ACCOUNT NAME:




CELL: IBAN/ABA CODE:



SKYPE ID: EMAIL:

PASSPORT/DNI: BANK FAX:



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I, the SELLER, I accept the terms of this agreement, committing to comply with the terms herein, recognizing the right of intermediaries collect the fees payable by the SELLER in the form of commissions for the duration of the agreement of sale principal plus rolls and extensions. I, the buyer, I pledge to respect the treaties of Non disclosure and Circumvention of the ICC.


Signed By: EMBED SCANNED SEAL HERE:

GROUP A1 BUYER’S SIDE: AMOUNT OF REMUNERATION: $X.XX X 500 000 MT SPOT

GROUP A1: NAME: SELLER FACILITATOR IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

NAME: GREG COMMISSION SIZE : $ 0.33 USD per MT

COMPANY NAME:BENEFICIARY

ACCOUNT NAME:

PERSONAL ID : BANK NAME:



MOBILE: IBAN/ABA CODE:




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SKYPE ID: BANK TEL:

PASSPORT: BANK FAX:


BENEFICIARIES IMFPA:


Signed By:


DATE: 30 December, 2010


GROUP A2: NAME: BUYER INTERMEDIARY IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

NAME: SANDOR COMMISSION SIZE : $ 0.34 USD per MT


ACCOUNT NAME:







SKYPE ID: BANK TEL:

PASSPORT: BANK FAX:


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Signed By:




GROUP A3: NAME: BUYER FACILITATOR IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

NAME: MAXIM COMMISSION SIZE :

0.33$ USD per MT


ACCOUNT NAME:



TEL:ACCOUNT NUMBER:





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SKYPE ID: BANK TEL:

PASSPORT: BANK FAX:

NATIONALITY:



Signed By:



GROUP B1 PAYMASTER SELLER`S SIDE: AMOUNT OF REMUNERATION: $X.XX X 500 000 MT SPOT

GROUP B1 NAME: IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

NAME: COMMISSION SIZE : $ USD per MT


ACCOUNT NAME:







PASSPORT: BANK TEL:

NATIONALITY: BANK FAX:


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Embed scanned signature here and seal:

Signed:



GROUP B2: NAME: IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

NAME: COMMISSION SIZE : $ USD per MT

COMPANY NAME: BENEFICIARY NAME:







PASSPORT: BANK TEL:




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Signed By:


DATE:


GROUP B3: NAME: IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

NAME: COMMISSION SIZE : $ USD per BBL

COMPANY NAME: BENEFICIARY NAME:








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PASSPORT: BANK TEL:




Signed By:


DATE:


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NOTARY PUBLIC FAITHFE NOTARIAL PÚBLICAFE NOTARIAL PÚBLICA

On .....( date in place )........: ......................

Before me, the undersigned notary public, D. ..............................., Of the College of .............. ............. collegiate Nº..................., appear in person ........... (Name of seller or mandate)....., with ......................., passport number representing the commercial ................................................... (seller coded) ......................., being credited to me as an authorized person, as reflected in document NCNDA foregoing, who say they have executed payment orders to the beneficiaries named in this document, the exercise shows have done the same, freely and voluntarily, and as endorsed credits in order below.

Ante mi, el notario público que firma, D. ..........................................., del Ilustre colegio de ......................................... colegiado Nº..................., comparece en persona........... (nombre del vendedor o apoderado)....., con número de pasaporte ......................., en representación de la comercial .................................con código vendedor Nº......................, siendo acreditado ante mi, como la persona autorizada, quien manifiesta haber ejecutado las ordenes de pago a los beneficiarios designados en este documento, cuyo ejercicio manifiesta haber realizado el mismo, de forma libre y voluntaria, y según se acredita en la orden endosada a continuación.

________________________________ NOTARY PUBLIC/NOTARIO PÚBLICO

[SEAL AND SIGNATURE] [FIRMA Y SELLO]

BANK ENDORSEMENT/APROBACIÓN DEL BANCO

This irrevocable payment order has been lodged with us and will be executed as per instructions above.Esta orden de pago irrevocable ha sido presentada ante nosotros y se ejecutarán según las instrucciones de arriba.

Bank Officer Name/Nombre Oficial Bancario:

Title/Cargo:

Pin Number/Número Pin:

Bank Name/Nombre del Banco:

Seal and signature: Date/Fecha: / /Firma y sello:

---------------------------------------------- END OF DOCUMENT - FIN DEL DOCUMENTO --------------------------------------------


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NCNDA-IMFPA OIL

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