FPA SAMPLE MODEL

(COMPANY NAME & ADDRESS)_____________________________________________

IRREVOCABLE FEE PROTECTION AGREEMENT

This Irrevocable Fee Protection Agreement ("Agreement") is entered into on the Effective Date listed below by and between ________________________________________. ("Agent") and                             ______________________________________________________________("Seller or Owner").

1. Engagement of Agent: Seller or Owner authorizes and directs the Agent to act on Owners' behalf to arrange for the sale of _____________ finished or rough on a non-exclusive basis, this agreement being specific, and limited to, ______________ as are offered in writing to Agent. (annex LOI copy)

2. This Fee Agreement shall remain effective until payment in full of ___% (___ Percent) of the gross amount is received as a direct result of Agent's efforts, upon conclusion of sale and at such time as Seller or Owner receives payment in per L/C or in full.

3. This Fee Agreement supersedes all prior agreements and understandings between the parties here in, it may not be modified, changed or altered by any of the parties without a further written contract signed by both parties.

4. The term of this Fee Agreement shall be valid only for the specific contract as per annex, or for a period not to exceed _____years and shall expire at midnight, __________ at which time any and all contractual agreements between the Owner and Agent shall cease.

5. All beneficiaries of any and all payment made via this transaction are solely responsible for their legal fees due to any and all payment(s) of taxes, fines or legal fees due to any and all legal governments or other entities so required by law and covered by this agreement.

6. The signatories of this Fee Agreement hereby irrevocably agree and accept for their agents, brokers, principles and other related parties to maintain confidentiality, not to disclose, to protect and preserve information relating to the current transaction(s), pending or future transaction(s), including but not limited to, investor names and information, payment of fees, commissions or any form of payment.

7. The signatories of this Fee Agreement further agree to not circumvent, avoid or bypass the other, directly or indirectly in any way with regard to dealings, including but not limited to, any specific projects, loans or other transactions involving any products or services, that either may have in regard to prospective purchasers introduced or presented by either party to this Fee Agreement.

This non-circumvention shall include, but not be limited to, the terms of this Fee Agreement, any additions, renewals, extensions, roll-over amendments, re-negotiations, new contracts, parallel contracts or agreements, or any third party assignment thereof.  This non-circumvention shall remain in force for a period of _____________ or ________years after the parties have concluded active discussions.

8. Governing Law: This fee Agreement shall be governed by and construed in accordance with the laws of _______________________________________________.

9. This Fee Agreement is binding on the undersigned, his or her assigns, agents and/or heirs as evidenced by signatures below. This Fee Agreement also applies to any and all transactions between the parties, whether made directly or indirectly. This Fee Agreement is transferable to the individual beneficiaries, their designees, assigns and heirs and shall not be amended without express written consent of all parties to this Agreement. This agreement can not be used with Bank or Finance institutes to obtain credit facilities using this documents as guarantees for any transactions.

10. Signed facsimile or E-mail transmissions of this Fee Agreement shall be considered an original of the document and shall have the same effect and force as signed hardcopy originals of the Fee Agreement and shall be binding and legally enforceable as any full recourse commercial contract.

11. Attested and Agreed by the signature of both the Agent and Seller or Owner below.

12. Effective date of this Agreement: ___________________

In Witness below, the parties have executed this Fee Agreement and acknowledge said Fee