Download the agreement (in two copies), print, complete, and sign both copies and send them over to us via air-mail,along with the €1.950 franchise fee (to: International Ship and Aircraft Registries, POB 25221 1307 Nicosia Cyprus ). We will then return to you one of the copies duly stamped and signed along with all material you will need in order to start promoting our service. Important: Before sending anything, you must consult with us in order to determine whether the territory is still open or not.

THIS AGREEMENT is made this _____ day of ________________, 200__ between International Ship and Aircraft Registries, a professional corporation specialized in international law, company law, taxation 1aw and immigration law organized under the laws of the Republic of Panama and having its principal office at POB 25221 1307 Nicosia Cyprus, hereinafter [the "Corporation"), and ________________________, an individual or company, having a principal office at ______________________________, hereinafter [the "Contractor"].

RECITALS

A. Corporation is in the business of offering consultation about various aspects of international law, company law, taxation law and immigration law to corporations and individuals worldwide. Also, assisting in obtaining offshore companies, offshore banks, offshore insurance companies, offshore mutual funds, offshore trusts, foundations from various jurisdictions. Also, assisting in obtaining bank accounts, foreign tax-free registration for automobiles and pleasure boats and commercial ships and aircrafts, third party liability insurance coverage and various other legal and para-legal services. Other services include assistance in listing foreign companies in various US Stock Exchanges, including NASDAQ, AMEX etc and also investment opportunities (via private placements) of securities pursuant to Regulation "S".

Corporation and Contractor desire to enter into a relationship whereby Contractor may obtain for himself the service and assistance of Corporation. Moreover Contractor will act as sole sales representative of Corporation for the services herein described in the geographical area of ____________________________________ [hereinafter referred to as the "Territory') on the terms and conditions hereinafter set forth.

WHEREFORE. it is agreed:

l. SALES REPRESENTATIVE

Corporation hereby grants to Contractor, and Contractor hereby accepts, the right to act as Corporation's sole sales representative in connection with the promotion and sale of its services upon the terms and in accordance with the provisions of this Agreement and any ancillary documents relating thereto.

2. TERM

This Agreement shall become effective on ____________,  200__ [this "Effective Date"] and is for an unlimited period of time, unless Contractor decides to terminate it anytime, without the consent of Corporation.


3. TERRITORY

Contractor shall have an exclusive territory. The area within which Contractor is primarily responsible shall be ____________________________________________.

4. COMPENSATION

In consideration for the services of Contractor to be rendered hereunder, Corporation agrees to pay Contractor any sums he earns ON TOP of the sums agreed upon for services rendered by Corporation. Contractor shall be free to charge his clients with any amount he deems proper and appropriate for services rendered. Client shall receive Corporation’s invoice directly from Corporation with the entire sums shown on it. All sums payable by Corporation to Contractor under this provision shall be paid upon completion of each respective operation referred to Corporation by Contractor.

Alternatively, Contractor may employ the services of Corporation by receiving all sums from client himself, and paying Corporation for services rendered. In this respect, Contractor shall appear as entering directly into agreement with client, without receiving invoice by Corporation, but providing client with his own invoice.

5. RELATIONSHIP OF CONTRACTOR TO CORPORATION

It is expressly agreed that Contractor is not an employee of Corporation for any purpose whatsoever, but is an independent contractor.

Contractor shall pay the Corporation the amount of EURO €1.950 in advance, as an one-time franchise fee, which is not refundable.

Contractor may receive from Corporation immediately after signing and executing this Agreement hereto and transfer required franchise fees as above such printed material (below under Schedule "A") that may enable him to start immediately promoting products/services of Corporation.

Corporation is interested only in the results obtained by Contractor, who shall have sole control of the manner and means of performing under this Agreement.

All expenses and disbursements, including, but not limited to, those for travel and maintenance, entertainment, office, clerical, and general promoting and selling expenses, that may be incurred by Contractor in connection with the services which he renders pursuant to this Agreement shall be borne wholly and completely by Contractor, and Corporation shall not be in any way responsible or liable therefore.

Contractor shall have the right to appoint or otherwise designate suitable and desirable salesmen, employees, agents, and representatives [hereinafter collectively referred to as "Contractor’s Representatives"). Contractor shall be solely responsible for Contractor's Representatives and their acts.

Contractor shall be liable of instructing his clients to remit all sums for services rendered by Corporation to designated overseas bank accounts provided by Corporation after client receiving invoice from Corporation in this respect. Alternatively, Contractor shall pay Corporation with agreed sums to designated overseas bank accounts provided by Corporation.

Contractor shall be compensated by Corporation in full after completion of each operation.

Corporation shall immediately return all sums in full to Contractor's clients or to Contractor himself, should it become unable to perform its duties under this Agreement.

Corporation has at its disposal 120 days to perform its duties under this Agreement.

Contractor has an exclusive territory. No other Contractor can solicit business from other Contractor's own territory.

Corporation shall receive fifty percent [50%] of ordered operation’s s sum in advance and balance fifty percent [50%] of ordered operation's sum upon completion and transmittal of photostat copies of ordered operation to Contractor by means of international courier companies or facsimile.

6. SCHEDULE "A" (Printed Material)

The following printed material will be sent to you via international courier services after signing and executing this Agreement:

- Tax-Free Car Registrations
- Car Insurance [Green Card) for Tax-Free Cars
- Tax-Free Aircraft Registrations
- Offshore Companies jurisdictions, price-lists, requirements etc)
- Bahamas Offshore Corporatlon Programs
- "Kreditanstalt," "Credit Union," "Spar & Darlehenskassse"
- Offshore Panamanian Trusts
- Offshore Panamanian Foundations
- Offshore Banking/Offshore Banks
- Offshore Bank A/Cs
- Austrian Bank A/Cs (Sparbuchs)
- Northern European Offshore Bank A/Cs
- Cyprus Offshore Bank A/Cs
- Books/Reports, etc.

7. Schedule “B" (Commission Schedule)

The following Commission Schedule is available for our Agents/Franchisees:

- Car Registrations.....20%

- Car Insurance.....10%

- Offshore Companies, etc.....5%

- Panamanian Corporations @€999.00 each....l5%

- Panamanian Trusts @€999.00 each....l5%

- Panamanian Foundations @€999.00 each....l5%

- The Bahamas Corporation Programs....10%

- The "Kreditanstalt", "Credit Union" and " Spar & Darlehenskasse" Programs...15%

- Other Bank Accounts.....10%

- Sparbuchs (regular, ATMs).....20%

- Offshore Banks.....25%

- Franchises (to other sub-franchisees)....100% (of the €1.950 fee)

- Listing on US Stock Exchanges of foreign companies....20% of the initial €1.750 initiation fee + agreement for the balance fees

-Books/Reports etc....25%

Note: Agents/Franchisees may be able to charge their clients whichever amount they feel it as appropriate, on top of the retail prices charged by our company.

Example: If the price for a certain service is US €23.000 - firstly the Agent may deduct the relevant amount (what commission applies for the specific service) as commission from International Ship and Aircraft Registries. However. he may quote the same service to his client at EURO €26.000, thus getting another US €3.000.

8. GOVERNING LAWS

This Agreement shall be deemed to have been made in the Republic of Panama and shall be construed according to the laws of that state.

Executed, as of the date first above written.

________________________________________________________
[Signatures of parties]

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