COMMISSION AGREEMENT

To:

.

We / I,.............................................................of...................................................................

on the ......day of..........2003 with full corporate and individual responsibility agree to the following terms with regard to the payment and levels of commissions.

1.        The level of commission for all prospects claimed will be $1 (One US Dollar) per metric tonne unless otherwise agreed in writing. [Any amounts outside of this will be agreed and notified in writing via the Fee Protection Policy Statement by the paymaster]

2.        Any and all commission's payable will be deemed due after the production of shipping documents at the sellers banks counters and conform to the Fee Protection Statement.

3.        All commission's payable will only be as per the Fee Protection Policy Statement.

4.        We/I agree that any and all commissions payable will be via corporate IPO drawn against a Bank as issued by the paymaster or as an assignment of proceeds against the operative LC at the paymaster’s Option.

5.        We/I agree that we are solely responsible in notifying the paymaster of our banking co-ordinates and that no blame or responsibility will be attached to the paymaster for late delivery as a result of incorrect submissions of this information for whatsoever reason.

6.        We/I agree to provide the paymaster with photocopy of (if corporate body) our incorporation or registration certificate along with the co-ordinates as described in 5 above.

7.        We/I agree to provide the paymaster with photocopy of (if individual or partnership) our senior partners on individuals passport along with the co-ordinates as described in 5 above.

8.        We/I agree to issue the paymaster with an Invoice or Fee Note for the amount of commission due as stated in the IPO.,10 banking days prior to the net due date. Any such invoice or fee note will not exceed the agreed amount as in item 1 above.  Any tax liability VAT or otherwise is our responsibility alone.

9.        We/I irrevocably instruct that until all of the above criteria are met, the paymaster is to withhold payment until all the terms above are satisfied.

10.     We/I irrevocably agree that We/I if acting as paymaster for onward commissions will discharge our obligations to those intermediaries listed in the Master Fee Protection Agreement and deliver to the paymaster of the company issuing the FPA and IPO such documentation as may be required from time to time to verify same .

11.     Any dispute arising out of this agreement will be resolved by arbitration through the International Chamber of Commerce [United Kingdom] and any decision taken by the International Chamber of Commerce will be binding on all parties to this agreement.  The cost of any such arbitration will be for the account of the losing party.

Signed (Name & Position)                                                                                               Seal

Company name (if appropriate)

Date