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INTERNATIONAL CHAMBER OF COMMERCE (I.C.C No 619 And 664) NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A) IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A) &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Contract Code : Sellers Code : Buyers Code : Type of deal : Product : Product #ri!in : Contract (uantity : Price : Commission Total: * + ,eli-ery Terms : Sellers Name : Sellers side $epresentati-e : Buyers Name : $epresentati-e : Contract ,ate : . M#NT/S Commodity LNG, MazutM1 , Bonny Li!"t Crude #il $%SS&' & Million Metric Tons per year for )* years

,r0 ,ou!las S0 &de"en and ,10 1umar Mr0 2immy ,unn 3 Mr $an4it /ans Mr0 2immy ,unn 3 Mr $an4it /ans ).0 50 ) 1.

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NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A)


#HEREA! the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce. #HEREA! the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations hereinafter referred to as !Affiliates"#. NO# THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows$ 1. TERM! AN A. CON ITION!

IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A)


#- th- *nd-(.'1n-d herewith referred as th- !-//-(, under penalty of per)ury 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 e%tensions and in accordance with the bank details to be specified in this contract. #-, th- !ELLER, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the beneficiaries named below* furthermore, #-, th!ELLER, confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account 8'th'n 1 (on-) d39 35t-( the date of closing and completion of each and every shipment of the product during the contract term plus any'or e%tensions and rollover of the specified contract. +or 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. Any other mode of payment agreed by the parties, must be also covered by this document# #-, th- !ELLER, agree to provide all beneficiaries with 8('tt-n -,'d-n)- of the pay orders lodged with our bank together with acknowledgements of their acceptance. +urthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction as set out in the anne%. +orming part of this agreement. It is understood that for the purposes of this ,aster +ee -rotection Agreement, our bank shall be the same bank and this I,+-A acts as an integral part of it. #- th- *nd-(.'1n-d being BU:ER o( th- .-//-( 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 U! )*((-n)9 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 COMMI!!ION !HALL BE %AI B: THE !ELLER A! FOLLO#!;The amount of d-/',-(-d refinery should be settled as herein stated to be transferred into the account as

The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the e%press permission of the party who made available the source and,

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The parties will maintain complete confidentiality regarding each other business sources and'or their Affiliates and will disclose such business sources only to the named parties pursuant to the e%press written permission of this party who made available the source, and,

C.

That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.

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That they will not disclose n3+-., 3dd(-..-., -+3'/ 3dd(-.., t-/-6hon- 3nd t-/--537 o( t-/-7 n*+4-(. to any contacts by either party to third

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parties and that they each recognize such contracts as the e%clusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and .. That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the +. -arties to this agreement, unless written permission has been obtained from the other party ies# to do so. +or the sale of this agreement, it does not matter whether information obtained from a natural or a legal person. circumvent this clause. /. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty e0ual to the ma%imum service it should realize from such a transaction plus any and all e%penses, including but not limited to all legal costs and e%penses incurred to recover the lost revenue. 1. All considerations, benefits, bonuses, participation fees and'or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed. I. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in A// Co++on8-3/th Co*nt(9<., E*(o6-3n Un'on Co*nt(9<., U!A Co*(t., or under 2wiss 3aw in 4urich, in the event of dispute, the arbitration laws of states will apply. 5. The signing parties hereby accept such selected )urisdiction as the e%clusive venue. The duration of the Agreement shall perpetuate for 5',- (=) 9-3(. 5(o+ /3.t d3t- o5 .'1n'n1. >. AGREEMENT TO TERM! A. 2ignatures on this Agreement received by the way of +acsimile, ,ail and'or .-mail shall be an e%ecuted contract. Agreement -n5o()-34/- 3nd The parties also undertake not to make use of a third party to

follows$

!ELLER .'d- U! ?@.@@ 2MT()/o.-d) BU:ER .'d- (O6-n).


TERM " CON ITION!; This master fee protection agreement covers the initial contract and shall include any renewals, e%tensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the initial contract entered into between the BU:ER and !ELLER. This master fee protection agreement and any subse0uently issued pay orders shall be assignable, transferable and divisible and shall not be amended without the e%press written and notarized consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a period of five 6# years from the date of the e%ecution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees. All fa%ed and'or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this agreement. This document may be signed 7 in any number of counterparts all of which shall be taken together and shall constitute as being one 7 the same instrument. Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned. +urthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any e%tension or rolls of the contract and that we shall effect all necessary documentation with our bank without any undue delays to ensure such commissions and paid within the terms of the agreement. %ARTIAL INVALI IT:; The illegality, invalidity and non-enforceable provision of this document under the laws of any )urisdiction shall not affect its illegality, validity or enforceability under the law of any other )urisdiction or provision. GOVERNING LA# AN AURI! ICTION; This document shall be governed 7 construed in accordance with current .nglish or I.C.C No619 And 664 signed between partners 8C8( laws.

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3d+'..'4/- for all purposes as may be necessary under the terms of the Agreement. &. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to e%ecute the document for and in the name of the party for which they have given their signature.

ARBITRATION; All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any 0uestions regarding its e%istence, validity or termination to arbitration rules of the international arbitration centre I.A.C#. 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 parties named below as to be included in the main contract.

BA))-6t-d 3nd 31(--d 8'tho*t )h3n1- (E/-)t(on') .'1n3t*(- '. ,3/'d 3nd 3))-6t-d 3. h3nd .'1n3t*(-)C

E T ( ELECTRONIC OCUMENT TRAN!MI!!ION!) 1. .(T .lectronic document transmissions# shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be$Incorporate 9.2. -ublic 3aw :;<-==>, ??.lectronic 2ignatures in /lobal 7 8ational Commerce Act@@ or such other applicable law conforming to the 98CITAA3 ,odel 3aw on .lectronic 2ignatures =;;:# =. D. .3.CTAB8IC CB,,.AC. A/A..,.8T .C.'TAA(.'=6C, /eneva, ,ay =;;;# adopted by the 9nited 8ations Centre for Trade +acilitation and .lectronic &usiness 98'C.+ACT#. .(T documents shall be sub)ect to .uropean Community (irective 8o. >6'E<'..C, as applicable. .ither -arty may re0uest hard copy of any document that has been previously transmitted by electronic means provided however, that any such re0uest shall in no manner delay the parties from performing their respective obligations and duties under .(T instruments.

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NOTARY PUBLIC ATTESTATION


ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE PERSON 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:

________________________

NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A)

IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A)

THE BU:ER
NAME ; %3..6o(t D ; N3t'on3/'t9 ; Co+63n9 N3+- ;

ACCE%TE B: U! #ITH BELO# BAN$ ETAIL!


B-n-5')'3(9<. N3+- ; A))o*nt N3+- ; A))o*nt D ;

-.'1n3t'on ;

B3n0 N3+- ;

Add(-.. ;

B3n0 Add(-.. ;

T-/-6hon- D ; F37 D ; Mo4'/- D ; E+3'/ Add(-.. ; #-4 Add(-.. ; Tod39<. 3t- ;

!8'5t Cod- ; ABA 2 Ro*t'n1 D ; B3n0 O55')-( ; B3n0 T-/-6hon- D ; B3n0 F37 D ;

!IGNATURE " !EAL

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NOTARY PUBLIC ATTESTATION


ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE PERSON 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:

________________________

NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A)

IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A)

THE !ELLER
NAME ; %3..6o(t D ; N3t'on3/'t9 ; Co+63n9 N3+- ; -.'1n3t'on ;

ACCE%TE B: U! #ITH BELO# BAN$ ETAIL!


B-n-5')'3(9<. N3+- ; A))o*nt N3+- ; A))o*nt D ; B3n0 N3+- ;

Add(-.. ;

B3n0 Add(-.. ;

T-/-6hon- D ; F37 D ; Mo4'/- D ; E+3'/ Add(-.. ; #-4 Add(-.. ; Tod39<. 3t- ;

!8'5t Cod- ; ABA 2 Ro*t'n1 D ; B3n0 O55')-( ; B3n0 T-/-6hon- D ; B3n0 F37 D ;

!IGNATURE " !EAL

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NOTARY PUBLIC ATTESTATION


ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE PERSON 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

NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A)

IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A)

BU:ER MAN ATE


NAME ; %A:MA!TER
NATIONALIT: ; .,r. 5immy (unn 7 ,r. Aan)it 1ans Americans

Co++'..'on ; B-n-5')'3(9<. N3+- ; A))o*nt N3+- ;

%3..6o(t 2N*+4-( o5 thN3t'on3/ Id-nt't9 C3(d (C.I.N) Co+63n9 N3+- ; -.'1n3t'on ;

G(3nd T't3n En-(19 LLC

A))o*nt no ; B3n0 N3+- ;

V')- %(-.'d-nt 96>E L30- H*1h (. Goth3 FL. F4GF4

Add(-.. ;

U!A

B3n0 Add(-.. !8'5t Cod- ; B(3n)h CodB3n0 O55')-( ; B3n0 T-/-6hon- D ; B3n0 F37 D ;

T-/-6hon- D ; F37 D ; Mo4'/- D ; E+3'/ Add(-.. ; #-4 Add(-.. ; Tod39<. 3t- ;

>F.H9. >H1F

!IGNATURE " !EAL

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NOTARY PUBLIC ATTESTATION


ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE PERSON 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:

________________________

NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A)

IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A)

BU:ER INTERM IATE-1 %A:MA!TER


NAME ; %A:MA!TER
NATIONALIT: ;

(. OUGLA! !. I EHEN G-(+3n

Co++'..'on ; B-n-5')'3(9<. N3+- ; A))o*nt N3+- ; A))o*nt no ; B3n0 N3+- ; B3n0 Add(-.. !8'5t Cod- ; B(3n)h CodB3n0 O55')-( ; B3n0 T-/-6hon- D ; B3n0 F37 D ;
(. o*1/3. !. Id-h-n

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o*1/3. !3+.on Id-h-n

T(3n.35('I*- ? %3(tn-(. B*..


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HHFF4H4=EF
!63(03..- Bo)h*+
!63(03..- Bo)h*+ (.-R*-(-%/3tJ = 44GEG Bo)h*+

Add(-.. ;

$o(t*+!t(. 9G-99

T-/-6hon- D ; F37 D ; Mo4'/- D ; E+3'/ Add(-.. ; #-4 Add(-.. ; Tod39<. 3t- ;

K49>F46616= K49>F46616E K491=>=FG=E>4G do*1/3.'d-h-nL93hoo.d888.t(3n.35('I*--63(tn-(..)o+ >F. H>9 >H1F !. Id-h-n

E964FH=HHH1HHFF4H4=EF #ELA E 1BOC

H-(( G(o..F(3* Ann3 !t3++ K49>F46114H41 K49>F46114H49

!IGNATURE " !EAL

!. Id-h-n

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NOTARY PUBLIC ATTESTATION


ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE PERSON 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:

________________________

NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A)

IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A)

BU:ER INTERME IATE->


NAME ; %A:MA!TER
NATIONALIT: ;

Co++'..'on ; B-n-5')'3(9<. N3+- ; A))o*nt N3+- ; A))o*nt no ; B3n0 N3+- ; B3n0 Add(-.. !8'5t Cod- ; B(3n)h CodB3n0 O55')-( ; B3n0 T-/-6hon- D ; B3n0 F37 D ;
A// #'(- t(3n.5-(. .h3// 'n)o(6o(3t4-/o8 T-7t

%3..6o(t 2N*+4-( o5 thN3t'on3/ Id-nt't9 C3(d (C.I.N) Co+63n9 N3+- ; -.'1n3t'on ;

Add(-.. ;

T-/-6hon- D ; F37 D ; Mo4'/- D ; E+3'/ Add(-.. ; #-4 Add(-.. ; Tod39<. 3t- ;

!IGNATURE " !EAL

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NOTARY PUBLIC ATTESTATION


ON THIS DATE, BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE PERSON 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:

NON-CIRCUMVENTION, NON- I!CLO!URE " #OR$ING AGREEMENT (NCN A)

IRREVOCABLE MA!TER FEE %ROTECTION AGREEMENT (IMF%A)

!ELLER FACILITATOR
NAME ; %A:MA!TER
NATIONALIT: ;

1d0 1umar &ndian

Commission : Beneficiarys Name 'ccount Name : 'ccount : : Ban; Name :

%3..6o(t 2N*+4-( o5 thN3t'on3/ Id-nt't9 C3(d (C.I.N) Co+63n9 N3+- ; -.'1n3t'on ;

Add(-.. ;

Ban; 'ddress :

T-/-6hon- D ;

S<ift Code=B&C :

F37 D ; Mo4'/- D ; E+3'/ Add(-.. ; #-4 Add(-.. ; Tod39<. 3t- ;

&B'N No : : Ban; P"one : %$L

!IGNATURE " !EAL

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Text Messa e! 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, KNOWN BY BUYER or SELLERS CODE: "XXXX-XXXX-xxxx", FOR SAME DAY SETTLEMENT

B'N1 >N,#$S>M>NT
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.

Buyers si!nature BANK OFFICER NAME:

TITLE: PIN NUMBER: BANK NAME:

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END OF DOCUMENT

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