IRREVOCABLE MASTER FEE PROTECTION AND PAY ORDER AGREEMENT This agreement is an additional irrevocable pay order agreement to the below mentioned transaction between [INSERT COMPANY NAME], represented by [INSERT NAME OF REP], as the PRINCIPAL (Passport Number [INSERT PASSPORT#), and/or Assigns, and Intermediaries, represented by [INSERT NAME OF PAYMASTER], as Paymaster. Transaction Code: [INSERT TRANSACTION CODE] Program: Project Funding Program Term: One-Time Finders Fee Description: [INSERT PROJECT NAME] Commission: 1% of gross amount of funding Payment: 100% to Intermediaries in proportionate shares This agreement is valid only upon the successful completion of the Coded Transaction referenced above; otherwise it is null and void. I, the undersigned, [INSERT NAME OF REP], authorized signatory and Principal, hereby irrevocably and unconditionally confirm and agree to make payments to the Paymaster as herein designated for the benefit of all participating people listed hereafter and subject to receipt of the respective fee payment orders. This order of payment is irrevocably confirmed and payable upon the closing of each and every transaction or traunche, without any protest, delays, and/or deductions (other than bank wire transfer fees and routine banking delays) to the hereafter designated Paymaster. Furthermore, the Paymaster will irrevocably pay all listed intermediaries without any protest, delays, and/or deductions (other than bank wire transfer fees and routine banking delays). In every transaction, all associated fees will be divided among the beneficiaries covered by the hereafter designated Paymaster. Each beneficiary payee must provide their respective full and complete bank coordinates. Finders fee will be immediately paid by SWIFT wire transfer to the hereafter designated beneficiaries bank account, from the Principal as directed by the Paymaster or from the Paymaster. All the bank expenses incurred by Principal or the hereafter designated Paymaster will be paid by the beneficiaries. These expenses must not exceed the usual domestic or international expenses. The Principal payer, agrees to place this Irrevocable Master Fee Protection and Pay Order Agreement in full force with his bank for the purpose of payment to the herein mentioned beneficiaries. This fee protection of one percent (1%) of the gross proceeds of the Program will be paid accordingly to the involved beneficiaries, for the entire transaction period, and shall be paid by Swift wire transfer without any protest, delays, and/or deductions (other than bank wire transfer fees and routine banking delays) by agreed Swift wire transfer Fee Protection Agreement Page 1 of 4 (and/or cash delivery) to the herein described beneficiary payees' bank account as per instructions. BENEFICIARIES: [INSERT PAYMASTER NAME] paymaster ___________________ Signature Passport No. Bank name Branch address ABA Account No. Bank Tel Banker ____________ Date : : : : : : : INSERT NAME OF 1ST INTERMEDIARY (_____%) _____________________ Signature ___________ Date Passport Number : Bank name : Branch address : Fax Number : Officer : Bank SWIFT Code: Routing No. : Account Number : Account Holder : INSERT NAME 2ND INTERMEDIARY (_____%) _____________________ Signature Passport Number Bank name Branch address Fax Number ___________ Date : : : : Fee Protection Agreement Page 2 of 4 Officer : Bank SWIFT Code: Routing No. : Account Number : Account Holder : INSERT NAME 3RD INTERMEDIARY (_____%) _____________________ Signature ___________ Date Passport Number : Bank name : Branch address : Fax Number : Officer : Bank SWIFT Code: Routing No. : Account Number : Account Holder : It is mutually understood that each party in this agreement agrees to keep confidential the described Coded Transaction and is not to disclose the Transaction Code and Transaction Description, Principal, Owner, Beneficiary or the names of any banks or other institutions party to the specific transaction. It is likewise understood, that the Principal, expressly reserves the right to deal with any bank, depository, public or private, that they have in the past, or decide to pursue transactions with in the future, including those institutions that may be used in completing this transaction, regardless of this transaction. The Program Manager, Brokers, Assistants or others involved in any resulting transactions shall have no claim against any dealings between the Parties hereto or funds received by beneficiaries whatsoever contemplated or consummated under this agreement. Each person whose signature is affixed hereto also warrants and represents under the risk and penalty of perjury, that: A. To the best of his knowledge, transactions executed under this Agreement do not involve any violation of any law of the United States, or of any other country involved in this transaction, nor does it involve any violation of international law. B. To the best of his knowledge, no person with whom is associated or affiliated in any way with regard to this or other transaction intends to do anything which would (1) violate any law or regulation of the United States, or of any other country involved in Fee Protection Agreement Page 3 of 4 this transaction, nor of international law, or (2) jeopardize the security or integrity of the United States of America or any other country. C. To the best of his knowledge, no Specially Designated Nationals, Specially Designated Narcotics Traffickers, Foreign Terrorist Organizations, Blocked Persons, or targeted countries, as designated by the Office of Foreign Assets Control is now or will hereafter (1) be a party to this transaction or (2) share in any benefits of this transaction. This document constitutes a guaranteed, irrevocable, unconditional and non-retractable payment order issued to the beneficiaries named herein, given with full responsibility, by which I hereby instruct my bank as specified herein, to simultaneously pay, without any protest and/or delay, upon the closing of each and every tranche, until the transaction under the above entered codes is totally completed, the compensation to the beneficiaries' bank accounts, as stipulated herein. This is the full and complete payment due to each and every intermediary named herein and no additional payments or fees are to be made to the named beneficiaries for this coded transaction. No additional fees, commissions or charges are owed nor will be paid to any individual not named in this Agreement. IN WITNESS WHEREOF, the undersigned has executed this agreement on this _____ day of _____________, 2006. PRINICPAL: By: ______________________________ Country: United States of America NOTARY SEAL Fee Protection Agreement Page 4 of 4