NCND+IFMPA_EN_BLANCO LUIS D 2

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).

PRICE

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 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

THERMAL COAL TIPE B. PURCHASE AND SALE CONTRACT. NO. of 16

______________________________________________________________________________________________________________________________

NOTHING BELOW THIS LINE



NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA).

This “agreement” incorporates by reference the standards of the International Chamber of Commerce (ICC), Paris, France, on Non-Disclosure, Non-Circumvention and Working Agreements – including Privacy, Confidentiality and Cooperation. It shall bind each signatory (“Party”) for five (5) years after execution regardless of the success of any speFOBic transaction, and shall automatically extend to a new term of five (5) years from the start of any roll, extension, renewal or additional transaction between the principals. To achieve the mutual benefits of cooperation, each Party understands that:

Whereas, each Party recognizes the valuable proprietary rights which each has established, and that it is in the best interests of each to protect and preserve such rights as have been attained, maintained, developed, serviced and accomplished by each prior to this Agreement, and,

Whereas, the President of the United States, in signing HR 3721 on October 11, 1996, has authorized this Agreement by giving corporations the right to declare their contracts, clients, internal procedures and information and the transactions they engage in as corporate or trade secrets fully protected under the economic and industrial espionage laws of the U.S.A. and the International Economic Community.

Therefore, each Party signing this Agreement agrees to abide by the following terms and conditions:

Each Party agrees to not circumvent any other Party, e.g., to avoid proper payment of fees or returns to a Party or to exclude a Party from proper participation, even for a rational reason (to 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 disclose any of said information to anyone or entity, without a real need and the consent of said other Party for each such contact, use or disclosure, and then only after an agreement on fees. Each Party agrees to keep private – and protect from leaks into the public domain any and all privileged and other Confidential Information concerning any of the Parties or their activities.

All documents and information provided by each principal Party shall be true and accurate representations of facts.

Each Party holding a Confidential information document owned by another Party agrees to promptly comply with a request by the owning Party to return or destroy the document and agrees to not retain any part of it in any form or in any medium (computer or fax file, etc.) – and the owning Party shall be the

We the undersigned herewith referred as the, under penalty of perjury do hereby irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders at the same time and in a manner as the seller is being paid for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in accordance with the bank details to be specified in the hard copies of this contract.

We, the BUYER, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the buyers beneficiaries named below; furthermore, We, the BUYER, confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account within 1 (one) day, the date of closing 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 the purpose of clarity, we confirm that the closing and completion of each and every shipment shall be deemed to take place when the letter of credit issued by the buyer has been drawn down at the counters of the issuing bank.

We, BUYER, agree to provide all beneficiaries with written evidence of the pay orders lodged with our bank together with acknowledgements of their 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 understood that for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this IMFPA acts as an integral part of it.

We the undersigned being BUYER or the SELLER named legally authorized representative as stated within the signed and legally binding main transaction, contract unconditionally agree and undertake to approve and originate all payments in USD currency to all beneficiaries named below as their rightful and payable commissions. This agreement also acts as a record confirming the commission amounts for each named beneficiary as set out below:-

TOTAL COMMISSION SHALL BE PAID BY THE SELLER AND BUYER AS STATED IN PAGE 1 OF 12 AS FOLLOWS:-

The amount of delivered should be settled as herein stated to be transferred into the account as follows:

_____________________________


B UYER & 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:

______________________________________________



NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT. (IMFPA)

SELLER GROUP MANDATE GROUP 2 Acceptance by Acceptance by :

NAME LUIS DANIEL DOMINGUEZ ROJASACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK WILL BE USED AS PAYING BANK :

DESIGNATION MANDATE COMMISSION SIZE (WITH ROLLS+EXT):

USD $1.00

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: [email protected] BANK OFFICER:

SKYPE ID: BANK TEL:

PASSPORT No: 03300010366 BANK FAX:

NATIONALITY: MEXICANA

TODAY’S DATE: 28/02/2011 TODAY’S DATE:


mailto:[email protected]



SIGNATURE AND SEAL:



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 ROLLS+EXT):

USD$0.50 PER MT.

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: [email protected] BANK OFFICER:

SKYPE ID: BANK TEL:

PASSPORT No: AI 364583 - 79.049.326 BANK FAX:

NATIONALITY: COLOMBIANOTODAY’S DATE: 28/02/2011 TODAY’S DATE:





NAME ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK WILL BE USED AS PAYING BANK :

DESIGNATIONCOMMISSION SIZE (WITH 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:




NAME ACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK WILL BE USED AS PAYING BANK :

DESIGNATIONCOMMISSION SIZE (WITH 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:


NATIONALITY:





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


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

NAMEACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK WILL BE USED AS PAYING BANK :

DESIGNATION COMMISSION SIZE (WITH ROLLS+EXT):

$0.00USD 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:


NATIONALITY:


SIGNATURE AND SEAL:



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

NAMEACCEPTED BY US WITH BELOW BANK DETAILS OUR BANK WILL BE USED AS PAYING BANK :




DESIGNATION COMMISSION SIZE (WITH ROLLS+EXT):

$0,0USD 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:


NATIONALITY:


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

_________________________________

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:

[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


NCND+IFMPA_EN_BLANCO LUIS D 2

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