IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) We “CELEBI & SCHNEIDER IMPORT & EXPORT” “BUYER” legally represented by Mr.ALİ ÇELEBİ (Passport No: TR-H 318972) with full corporate authority and responsibility, do hereby irrevocably confirm and agree that we will order direct to our bank to issue pay orders for payment of fees, and/or commissions, and/or share, as agreed, to the beneficiary at the bank account identified by the said beneficiary. The total amount of the funds identified as the entitlement of the beneficiary, will be automatically payable and/or effected within SAME TIME ON BANK TO BANK TRANSACTION (exchange) on the same day of international banking days of the closing and consummation of each exchange through “THE INTERNATIONAL BANK OF STANDART CHARTERED BANK LIMITED CORPRRATION” according to the “GOLD BULLION DEPOSIT CERTIFICATE” Dated: “June 13, 2000” and Number “D.C.L.798742 C.L.71992” and for each contract separately, also all of the contracts are valid for all deliveries during the contract duration and COVERING ALL EXTENTIONS QUANTITIES VALID FOR FIVE YEARS by both parties of seller & buyer. We “CELEBI & SCHNEIDER IMPORT & EXPORT” (Buyer) “BUYER” legally represented by Mr.ALİ ÇELEBİ (Passport No: TR-H 318972) agree to distribute total and net payment to the beneficiaries excluding “all banking charges, fees and taxes” net to the indicated account of the beneficiaries as the commission and consultation fees. The distribution of fees shall be affected in the following manner and will be transmitted out of our bank free of wire charges, miscellaneous charges/costs, deductions, claims, liens, taxes or encumbrance of any kind. Any costs or charges at the receiving banks will be at the beneficiaries’ expense. GENERAL RULES OF IRREVOCABLE NON-CIRCUMVENTION AND NON-DISCLOSURE (NCND) Article -1) Revisions: This agreement covers “SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK STANDART CHARTERED’S CODE” : D.C.L.798742 C.L.71992) any revisions, renewals, extensions, rollovers, additions or any new contract between the buyer and seller. This agreement stays enforceable, binding and valid even if changes / revisions / amendments / additions/ subtractions are done to above mentioned main terms, conditions and procedures of the intended business / contract / transaction. Article -2) Assigning: This agreement and the pay orders to be issued are and will be assignable, freely transferable and divisible and shall not be amended without the express written and notarized consent of the beneficiary mentioned above. Article -3) Duplication: In case this fee protection agreement becomes duplicated by any revisions or amendments or repeatedly issued, a beneficiary cannot demand his commission or consultation or any earned fee more than once. In that case, the latest dated agreement becomes valid for that beneficiary. BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 1/8 IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) Article -4) Enforceability: This document binds and enforces all parties, their employees, associates, transferees, assignees or designees. Article -5) Non Circumvention and Non Disclosure: All parties agree not to circumvent, nor to attempt to circumvent either party in any transaction, now pending, or in the future for a period of five (5) years from the date of execution of this agreement. However, as long as the parties’ commissions are kept the same and valid, communication between any parties or with seller or buyer, for the sake of the current deal cannot be regarded as circumvention. Each party agrees not to disclose to third parties and not to use for themselves for a purpose out of the contract coverage; any confidential information (as defined below) disclosed to him by the other party in the context of this contract, such as names of customers, sources of contacts, certificates, authentication codes, transaction codes, contract numbers, and any business opportunities, and to return to the other party any confidential documents after the term or expiry of this agreement. “Confidential information means information which has been supplied to the other party with an indication that it is confidential, as well as information the confidential nature of which is so obvious that it need not to be specified, provided such information is not in the public domain.” “Third party means, the entity which is not related with this deal. The intermediaries associated with the buyer side or seller side cannot be regarded as third party, whether defined in this agreement or not.” Article -6) GENERAL CONDITIONS: 1. Fax copies of this document and orders of the beneficiaries is fully legal enforceable and binding 2. The Parties confirm and state under penalty of perjury that their accounts are free of any local or international criminal nature, usage or whatsoever. 3. All parties will act under good faith and fair dealing. 4. A Contract/agreement is regarded concluded only when signed by related parties. 5. For disagreement on terms, the ICC UCP 500 & ICC 2000 rules for financial points shall apply, while the UNIDROIT International Commercial Contracts rules shall apply for all other points. 6. Pay orders will be issued from a bank acceptable to beneficiary. 7. Each Party should sign and fax this agreement to other Parties, where applicable. 8. Any taxes, duties, fees, etc. at the company's country will be at their liability. 9. This agreement is concluded between buyer, seller and intermediateries. If contract negotiations last longer, then the duration of this “contract & agreement” is automatically extended. 10.Under this agreement, we hereby declare to give to the Paymaster /Beneficiary at his designated address ,one original report of our company’s audited accounts, audited by an International Audit company and later by an International Carrier Cargo (DHL/TNT/UPS ect.) or by fax or e-fax. 11.If by the operations of the penalty clause of the contract, either party is obliged to pay to BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 2/8 IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) to the other party a penalty, we agree to pay 25% (twenty-five percent) of this amount immediately within 5 (five) working days, to the beneficiary(ies) / paymaster(s) account as identified by the said beneficiary and to the level of his entitlement. 12.In the event of a name change of the company and/or if any person assigns their share from the company; the new company and person (share holder) is responsible to pay all the entitlements of the beneficiary but, if the company’s name and other details do not change nor also the responsibility(ies) of the company holder(s) has not been changed after the date of this agreement, the company’s responsibility(ies) is irrevocable . We “CELEBI & SCHNEIDER IMPORT & EXPORT” (Buyer) legally represented by Mr.ALİ ÇELEBİ (Passport No: TR-H 318972) state and confirm that, I am authorized to sign, endorse and accept this document. BUYER’S INITIAL : CELEBI & SCHNEIDER IMPORT & EXPORT Authorized SEAL & STAMP & SIGNATURE OF BUYER : Legally represented by Mr.ALİ ÇELEBİ (Passport No: TR-H 318972) Print Name Company Passport No Date : Mr. ALİ ÇELEBİ : CELEBI & SCHNEIDER IMPORT & EXPORT : TR-H No: 318972 : May 22; 2003 The parties to this agreement are included in and bound by the non Circumvention and confidentiality agreement signed by Buyer and the Seller of the “Buying/Selling” Agreement. through Bank to Bank Procedure Upon execution / signing of the Contractual Document by Buyer for this Transaction, this Agreement as herein provided shall be immediately for an Official Bank endorsed Pay Order by the “VOLKSBANK JESTETTEN (SWITZERLAND)” (SWIFT Code: “GENO DE 61 JES”); (BLZ NR: “68 491 500”); (KTO NR: “1 601 050 001”) The VOLKSBANK is responsible to inform both of the BENEFICIARIES’ BANKS & TO THE BENEFICIARIES immediately, verifying of accepting of this document after seal & sign by “FAX / E-FAX / E-MAIL” on the date of acceptance and after the EXCHANGE... PAYMENT METHOD : The agreed sum shall be paid by “Tested SWIFT / Fed Wire” BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 3/8 IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) without protest, delays or deductions to the beneficiaries account which are below. The bank wire transfer fees, bank commissions and other banking charges are directly to the account of the Buyer Company “CELEBI & SCHNEIDER IMPORT & EXPORT” TRANSACTION CODE OF SECURITY BANK: D.C.L.798742 C.L.71992 SELLER CODE : WVM/SCB/8000/2003 SECURITY BANK CODE : D.C.L.798742 C.L.71992 BUYER CODE : G/C.S.W.2000/6M DISCOUNT : “OFF” FROM 2nd FIXING OF THE LONDON METAL EXCHANGE PRICE GROSS 8% (EIGHT PERCENT); NET TO BUYER 5% (FIVE PERCENT); AND NET COMMISSIONS TO THE BELOW LISTED INTERMEDIARIES 3% (THREE PERCENT) WHICH WILL BE DIVIDED EQUALLY (50/50) SPLIT BETWEEN SELLER’S AND BUYER’S SIDES INTERMEDIRIES. PAYMENT OF PAY ORDERS : IRREVOCABLE, NON-TRANSFERABLE; NET; REVOLVING ACCORDING TO THE EXCHANGE OF THE GOLD METAL & CASH PAYMENT FUNDS BETWEEN SELLER & BUYER; ON THE TIME OF EXCHANGE BANK TO BANK. “CELEBI & SCHNEIDER IMPORT & EXPORT” IRREVOCABLE ACCEPTED AND AGREED AND RESPONSIBLE OF THE PAYMENT OF COMMISSIONS, WHEN THE EXCHANGE (TRANSACTION) OF GOODS & FUNDS EFFECTED BETWEEN SELLER & BUYER. SEAL & STAMP OF REPRESENTATIVE MR.ALİ ÇELEBİ: IRREVOCABLE AUTHORIZED BY THE BUYER’S BANK OF: BANK’S NAME : BRANCH NAME : BANK ADDRESS : SWIFT CODE : FAX NUMBER : PHONE NUMBER : BUYER BANK’S DECLERATION : WE; “VOLKSBANK JESTETTEN (SWITZERLAND)” AS THE BUYER’S BANK; HEREBY IRREVOCABLE DECLARE, CONFIRM AND ACCEPT TO EFFECT OF THE PAYMENTS OF COMMISIONS TO BELOW LISTED INTERMEDIARIES BOTH OF THE SELLER’S & BUYER’S SIDE. BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 4/8 IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) 1st.PAY MASTER/SELLER SIDE: WILLIAM V.MORALES (Paymaster Of Seller Side) Cellular Phone : E-Mail : PASSPORT NO : COMMISSION QUANTITY : 1,5 % (ONE-POINT-FIVE) PERCENT US.$.ACCOUNT NUMBER : BANK’S NAME : BANK'S BRANCH : BANK ADDRESS : OFFICER’S NAME : SWIFT CODE : ABA NUMBER : ROUTING NUMBER : PHONE : FAX : Note: “The Bank’s Account Name & Account Number” can be change later by the beneficiary’s written & signed order to the Buyer’s Bank. “The Buyer” and “Buyer’s Bank” permit this changing. Beneficiary's signature: ____________________________ Date: May 22nd.; 2003 2nd. PAY MASTER/BUYER SIDE : ÖĞÜN SÜRMELİ Cellular Phone : +90.535.361.06.32 E-Mail : ogunsurmeli@yahoo.com / oilproductco@yahoo.com PASSPORT NO : TR-L No: 593520 COMMISSION QUANTITY : 0,7 % (ZERO-POINT-SEVEN) PERCENT US.$.ACCOUNT NUMBER : US.$.Acc.No: 55-06697 BANK’S NAME : FINANSBANK A.S. BANK'S BRANCH : ISTANBUL GAYRETTEPE CENTRAL BRANCH BANK ADDRESS : ISTANBUL,TURKEY OFFICER’S NAME : MRS. ESIN TURK SWIFT CODE : FNNBTRISGAY PHONE : (++) 90.212.216.70.70 / Extension..: 1046 & 1047 FAX : (++) 90.212.216.17.43 or; (++) 90.212.216.80.10 Note: “The Bank’s Account Name & Account Number” can be change later by the beneficiary’s written & signed order to the Buyer’s Bank. “The Buyer” and “Buyer’s Bank” permit this changing. Beneficiary's signature: ____________________________ Date: May 22nd.; 2003 BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 5/8 IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) 3rd.INTERMEDIARY/BUYER SIDE: GEORGE H. KNIGHT Cellular Phone : E-Mail : PASSPORT NO : 167946777 - USA COMMISSION QUANTITY : 0,2 % (ZERO-POINT-TWO) PERCENT US.$.ACCOUNT NUMBER : 08581467-0017229821 BANK’S NAME : ALLFIRST BANK BANK'S BRANCH : BALTIMORE, MARYLAND 21203 BANK ADDRESS : BALTIMORE OFFICER’S NAME : SWIFT CODE : FBMDUS 33 ABA NUMBER : 052000113 ROUTING NUMBER : PHONE : FAX : Note: “The Bank’s Account Name & Account Number” can be change later by the beneficiary’s written & signed order to the Buyer’s Bank. “The Buyer” and “Buyer’s Bank” permit this changing. Beneficiary's signature: ____________________________ Date: January 24th.; 2003 4th. BENEFICIARY/BUYER SIDE: MARIA PIA ZAUPA Cellular Phone : +1.473.435.07.42 PASSPORT NO : COMMISSION QUANTITY : 0,2 % (ZERO-POINT-TWO) PERCENT US. $.ACCOUNT NUMBER : A30-5425475 BANK’S NAME : ANGLO-AMERICAN BANK BANK'S BRANCH : 489 Lucas Street St.George’s, Grenada, West Indies BANK ADDRESS : 489 Lucas Street St.George’s, Grenada, West Indies BANK’S E-Mail : info@angloamericanbank.com OFFICER’S NAME : BURLYN SMART/Customer relations Manager SWIFT CODE : PHONE : +1 (473) 435-0742 FAX : +1 (473) 435-0744. ABA NUMBER : ROUTING NUMBER : Note: “The Bank’s Account Name & Account Number” can be change later by the beneficiary’s written & signed order to the Buyer’s Bank. “The Buyer” and “Buyer’s Bank” permit this changing. Beneficiary's signature: ____________________________ Date: May 22nd.; 2003 BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 6/8 IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) 5th. BENEFICIARY/BUYER SIDE: ANA MARIA COLCERIU Cellular Phone : +1.604.853.8104 E-Mail : anna_bela@shaw.ca PASSPORT NO : VJ 780368 COMMISSION QUANTITY : 0,2 % (ZERO-POINT-TWO) PERCENT US.$.ACCOUNT NUMBER : 01040-003-503-9524 BANK’S NAME : ROYAL BANK OF CANADA BANK'S BRANCH : MAIN BRANCH BANK ADDRESS : Clear brook 31975 South Fraser way Abbotsford, BC V2T 1V5 PHONE : +1.604.855.5349 FAX : +1.604.850.0193 OFFICER’S NAME : SWIFT CODE : ABA NUMBER : ROUTING NUMBER : Note: “The Bank’s Account Name & Account Number” can be change later by the beneficiary’s written & signed order to the Buyer’s Bank. “The Buyer” and “Buyer’s Bank” permit this changing. Beneficiary's signature: ____________________________ Date: May 22nd.; 2003 6th. INTERMEDIARY/BUYER SIDE : EMINE BERRIN ISBELL Phone : + 1.813.960.9297 E-Mail : Aea338@aol.com PASSPORT NO : #156283316 USA 5201178F0705280 COMMISSION QUANTITY : 0,2 % (ZERO-POINT-TWO) PERCENT US.$.ACCOUNT NUMBER: US.$.Acc.No: 063106569 10000 12801048 BANK’S NAME : SUN TRUST BANK TAMPA BAY - FLORIDA BANK'S BRANCH : TAMPA BAY BRUNCH MAIL CODE FL-TAMPA-0029 BANK ADDRESS : 12098 ANDERSON ROAD TAMPA FLORIDA 33625 USA OFFICER’S NAME : SWIFT CODE : PHONE : +1.813.269.2323 FAX : +1.813.269.2036 ABA NUMBER : ROUTING NUMBER : Note: “The Bank’s Account Name & Account Number” can be change later by the beneficiary’s written & signed order to the Buyer’s Bank. “The Buyer” and “Buyer’s Bank” permit this changing. Beneficiary's signature: ____________________________ Date: May 21st.; 2003 BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 7/8 IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND) AND, IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION (FPA) OF SALE AND PURCHASE OF METAL GOLD BULLION OR ITS DERIVATIVES This NCND+FPA is under the Switzerland Laws & IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION 500 AND VALID EXTENTIONS (“SELLER’S CODE”: WVM/SCB/8000/2003 and “BUYER’S CODEG”: G/C.S.W.2000/6M and “SECURITY BANK’S CODE”: D.C.L.798742 C.L.71992) We as the Buyer’s Bank: “VOLKSBANK JESTETTEN (SWITZERLAND)” legally represented by Mr......................................................; and Mr...................................................... state and confirm that, we irrevocable authorize by signing; endorse, accept, and will effect of the each payments by tested swift wire transfer to the beneficiaries indicated above bank accounts and/or if will be changed later by the beneficiary(ies) to the new bank accounts, accepted by the buyer against this “IRREVOCABLE NON-CIRCUMVENTION and NON-DISCLOSURE (NCND)” IRREVOCABLE MASTER FEE AND PAY ORDER PROTECTION / PAYMENT ORDER AGREEMENT OF SALE AND PURCHASE OF METAL AURUM UTALLIUM (GOLD BULLION OR ITS DERIVATIVES “i.e.” DUST; NUGGETS; DORE BARS etc.) document (eight pages); which we will apply and inform by “FAX / E-FAX / E-MAIL” both of the “Banks of Beneficiaries” and to the “Beneficiaries” immediately and separately after seal & stamp first; then immediately after transaction done. AUTHORIZED SIGNATURES & STAMPS OF BUYER’S BANK OFFICIERS: 1st. Bank Officer’s : 2nd. Bank Officer’s Name..........: Name.........: Surname....: Surname...: Signature...: Signature..: STAMPS....: STAMPS....: NOTARIZED SEAL & STAMP : : BUYER COMPANY’S AUTHORIZED SIGNATURE : AUTHORIZED SIGNATURE OF BUYER’S BANK: 1st. Bank Officer’s: 2nd. Bank Officer’s: ........Name....... .....Sur name..... .....Signature.... Page 8/8