AGENCY AGREEMENT

On this day __________, 2002 this agreement has been made by and between: 

(1) Hillar & Pimpale Financiamento Corporation, whose business address is Pablo Ehrlich nro 8119 B°, La Salle Cordoba (CP 5147), Argentina, represented herein by Mr. Alejandro Hillar, (hereinafter referred to as the "First Party/Principal");
(2)The Agent/Representative _______________________, whose business address is ________________________________ ______________________________  represented by __________________________, (hereinafter referred to as the Second Party/Agent").

RECITALS

WHEREAS, the Second Party desires that such relationship conform to the requirements of regulations with regard to foreign trade (import and export), specifically the Commercial Agencies Regulations and Amendments thereof in Argentina, which regulations require a direct relationship between the business agent or distributor of services and the originator company abroad. 
Both parties hereby agree as follows:
Article ( 1 ) The above recitals shall be considered an integral part of this contract.
Article ( 2 ) Both parties agree that the Second Party, as Agent or Representative ("Agent") for the First Party shall negotiate and conclude any agreements concerning the services or services subject to this agreement on behalf of Hillar & Pimpale Financiamento Corporation. Hillar & Pimpale Financiamento Corporation shall, however, be the only signatories in all Accounts Receivables, Accounts Payables pertaining to the agreements, documents, invoices, receipts and services it offers.
Article ( 3 ) The scope of this agency contract covers the products and services provided by the First Party as hereunder specified.

Project Financing, 
International Loans, 
Commercial Business Loan Lending, 
Equipment Finance and Leasing, 
Government Business Loan Providing, 
Commercial Real Estate Lending, 
Investment Banking and Brokerage, 
Venture Capital Investment, 
Private (Angel) Investment, 
Start-Up Business Financing 

Article ( 4 ) The geographic area covered by this contract shall be the countries of South Africa, Zambia, Zimbabwe, Madagascar and Namibia.
Article ( 5 ) The term of this contract shall be 1(one) year effective as from the date of this agreement renewable automatically for another period unless either party gives at least three months prior written notice of his intention to terminate the contract.

Reciprocal Obligations
Article ( 6 ) Both parties shall execute this contract in accordance and acknowledged business practices and good faith. Such obligation shall extend to include all activities rendered as part of the contract requirements under generally accepted business practices.
Article ( 7 ) The Second Party shall undertake to:
(a) Provide the premises required for the Agent to run his business in the geographic area covered by this contract with his own staff, exercise all reasonable care and diligence, and be entitled to make use of the services and technical expertise of the First Party as and when required. 
(b) Perform all works necessary to execute contracts locally for promoting and marketing the services, open new distribution centers as may be necessary and provide local services within the area covered by the Contract. The Second Party shall, in the performance of this Contract, be entitled to use the First Party's trademark but without any additions or modifications. He shall also exert his best efforts to make such trademark known throughout the area.
Article ( 8 ) The First Party shall undertake to : 
(a) Pay the Second Party a commission in the amount of 35% of the total commissions received by the first party within the Contract area even if the sales were made directly to a third party by the First Party. 
(b) Execute the Contract with diligence whether as to observation of good quality services and materials which form the subject of the Contract, or to insure safe and good delivery to the Second Party, or to fulfill obligations regarding qualities and dates specified in the Second Party's orders. 

Expiry, Cancellation and Compensation
Article (9) This contract shall be terminated if performance by either party is rendered impossible, or, upon the death or the loss of competency, or bankruptcy of either party. This contract may also be terminated by revocation upon a substantial failure in execution by the other party.
Article (10) The Agent shall be entitled to compensation for damages which may arise out of the Principal's inability to meet his commitments, according to the Contract, or to business customs.
Article (11) If the Principal refuses to renew or continue work under this Contract, the terminated Agent shall be entitled to reasonable compensation for his activities that may have resulted in the apparent success in the business of the terminated Agent. Specifically, the terminated Agent shall be entitled to compensation for his promotional activities and efforts at client relations that result in goodwill that may accrue to the new Agent.
Article (12) The Principal may claim compensation from the Agent from damages caused as a result of the Agent's abandoning his Agency prior to the expiry of this contract or as a result of any breach of contract by the Agent.
Article (13) Should this contract be improperly terminated or revoked, as a result of which either party sustains damages, the party improperly terminating the contract shall be obliged to compensate the other party for the damages such party sustained, taking into account the extent of efforts made and material and non-material capabilities provided to serve the Agency prior to such improper termination.

Concluding Articles
Article (14) Disputes arising between the parties hereto as a result of the performances under this Contract shall be settled amicably. Should this not be possible, the matter shall be referred to the International Court, Geneva or to a local arbitration committee of Argentina in accordance with the regulations for arbitration. In case of a dispute between the Principal and Agent, a new Agency Contract may be granted to a new Agent within the Agency area for the same services or services only after the authority considering the dispute shall have made a final award or decision.
Article (15) This Contract shall be governed by the provisions of regulations prevailing in Argentina, specifically the Commercial Court Regulation, Commercial Agencies Regulations and amendments and implementing procedures thereof, and the Arbitration Regulations and the relevant implementing procedures.
Article (16) This Contract has been executed in four copies, with each party receiving one copy and one copy each to its attorneys. 

First Party (Principal)
Name: Hillar & Pimpale Financiamento Corporation /Mr. Girish Pimpale
Authorized Signatory:






Second Party (Agent)
Name: ________________________________________
Authorized Signatory:____________________________