ADMINSTRATION AGREEMENT

Date: ……………….

Parties:

1 “ The Client”: ………………… whose principal place of business is at

………………………………………………………………………………

2 “The Administrator”: ………………………. whose principal place of

business is at .

Operative provisions:

Terms of Contract

1.1 The Client ENGAGES the Administrator to provide administration services to

the client relating to the business of the Client including secretarial, contract
preparation, filing, bank accounts administration, communication and other
convenience work from time to time.

1.2 The Administrator AGREES to provide the services described in clause 1.1 upon
the terms and conditions hereinafter mentioned and warrants that the services
described above shall be completed by ……………….

2 Duration

2.1 This agreement shall commence on …………………. and shall terminate on ….

of ………………….. and can be extended by amendment signed by both
parties.

3 Fees

2.2 The client shall pay to the consultant a fee of USD………… (………………...
thousand United States Dollars) by …………………... only upon receipt of
funds accumulated from the contracts concluded as a result of administrator’s
activity.

2.3 Payment will be affected in partial payments based on invoices issued by

administrator.

4 Confidential information

4.1 The Administrator agrees to treat as secret and confidential and not at any time
for any reason to disclose or permit to be disclosed to any person or otherwise
make use of or permit to be made use of any information relating to the Client’s
technology, technical processes, business affairs, or finances or any such
information relating to a subsidiary, supplier, customer or client of the Client
where knowledge or details of the information was received during the period of
this Agreement and upon termination of this Agreement for whatever reason the
 Administrator will deliver up to the Client all working papers or other material
and copies provided to him pursuant to this Agreement or prepared by him either
in pursuance of this Agreement or previously.

Tax liabilities

4.2 It is hereby declared that it is the intention of the parties that the Administrator
shall have the status of an independent person and shall be responsible for all
taxes liabilities or similar contributions in respect of its fees or of its employees.

Right to assign Rights

4.3 The Administrator shall be entitled without the prior written consent of the Client
to assign, transfer or in any manner make over the benefit and/or burden of this
agreement to any company with which it has business relations provided that
such company undertakes and agrees in writing to assume, observe and perform
the rights and powers and/or duties and obligations of the Administrator under
the provisions of this Agreement being assigned transferred or otherwise made
over.

4.4 The Administrator shall be entitled without the prior written consent of the Client
to subcontract any or all the Services to be provided under this agreement to any
company or person, which the Administrator in its absolute discretion is able to
provide the services or any part thereof.

Governing law and jurisdiction

4.5 The validity construction and performance of this Agreement shall be governed
by Cyprus law.

4.6 All disputes, claims or proceedings between the parties relating to the validity
construction or performance of this Agreement shall be subject to the exclusive
jurisdiction of the Court of Limassol, Cyprus to which the parties hereto
irrevocably submit.

Illegality

4.7 If any provision or term of this Agreement or any part thereof shall become or be
declared illegal invalid or unenforceable for any reason whatsoever but without
limitation by reason of the provision of any legislation or other provisions having
the force of law or by reason of any decision of any Court or other body or
authority having jurisdiction over the parties of this Agreement including the
EEC commission and the European Court of Justice such terms or provisions
shall be deemed to be deleted from this Agreement in the jurisdiction in question
provided always that if any such deletion substantially affects or alters the
commercial basis of this Agreement the parties shall negotiate in good faith to
amend and modify the provisions and terms of this Agreement as may be
necessary or desirable in the circumstances.
9 Notice

9.1 Any notice or other document to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if left at or sent by:

9.1.1 First class post or expenses or airmail or other fast postal service; or

9.1.2 Registered post; or

9.1.3 Telex, facsimile or other electronic media to a party at the address or relevant
telecommunications number for such party or such other address as the party may
from time to time designate by written notice to the other(s).

9.1.4 All such notices and documents shall be in the English language. Any notice or
other document shall be deemed to have been received by the addressee two
working days following the date of despatch of the notice or other document by
post, where the notice or other electronic media, simultaneously with the delivery
or transmission. To prove the giving of a notice or other document it shall be
sufficient to show that it was dispatched.

Waiver, forbearance and variation

9.2 This Agreement shall not be varied or cancelled, unless such variation or
cancellation shall be expressly agreed in writing by a duly authorized director of
each party.

For and of behalf of For and of behalf of

“The Client” “The Administrator”

________________ ________________
Director Director