PRECI-MAX Registration Number: 20-2966495 Web Site: www.preci-max.com Email: [email protected] USA (Registered Office) INDIA (Operations) : # 407, Anthony CT, North Wales,  Philadelphia, PA 19454, Pennsylvania, USA. : +1-267-640-5882 : +1-215-362-3488 (Fax) : # 4 (Old # 7), Third Street, Venketasuwara Nagar, Adyar, Chennai 600 020, Tamilnadu, INDIA :+ 91-44-32522964 :+ 91-44-24900982 (Fax) : # 138 / B, Chandawadi, Opposite Madhav Baugh, C. P. Tank Road, Mumbai 400004, Maharashtra, INDIA. :+ 91-22-23853717 :+ 91-22-23853717 (Fax) MASTER FEE PROTECTION AGREEMENT (MFPA) Irrevocable Disbursement Instrument / Payment Order DATE : INVESTOR CODE : ASSIGNEE CODE : To: The Beneficiary's Named Herein, We / I, ____________________ hereafter called 'Assignee', being in good standing, with full legal and corporate responsibility, under penalty or perjury of law hereby, with full legal responsibility, under penalty of perjury of law, issue this fee protection agreement (irrevocable disbursement instrument/payment order) to the beneficiaries named herein for consultant services rendered in connection with the sale of____________________________ under the above-referenced codes, and affirm that we are ready, willing and able to deliver funds on account, that are good, clean, clear and un-encumbrance. FOR DESCRIPTION OF GOODS _____________________________________________. PAYING BANK CO-ORDINATES: Bank Name : Address : Phone No. : Fax No. : Website Address : Account Name : Account No. : SWIFT Code : Bank Officer In-Charge : Title : Email Address : PRECI-MAX Payment Order ValuE:- ___________________ Percent of total face amount of the transaction, per each and every transaction of the abovereferenced transaction, payable to the Beneficiary Paymasters named herein. Such payment shall be made via SWIFT wire, without protest, delay or deduction and free of any bank charges (except for normal bank transfer charges), local and national taxes and liens, to the extent legally permissible. CONDITIONS: 1. Payment shall be made to the parties mentioned herein without protest, delay, deduction, impound or taxation. Payment shall be made within four hours of receipt of electronic delivery of the subject instruments to the Buyer's bank in each and every transaction during the transaction for as long as it continues and in each and every transaction in any and all renewals and extensions of the present contract. This Irrevocable Pay Order is unconditional, transferable, assignable, and divisible. 2. I, whose signature appears below agree to pay the consultants stipulated in this agreement the total sum of _______________ of the Face Value of each and every transaction in the above-referenced transaction and of any future additions, rollovers, derivatives, renewals, and of any and all transactions arising from introductions to this supply made by myself/ourselves, whether personally or by corporation, group, subsidiary, trust, association or assign. 3. The Irrevocable Fee Payments will be made to the parties detailed herein and will be electronically wired (or as otherwise directed) to the bank accounts as provided for the transaction and any and all extensions thereof. The fees shall be paid without protest, delay or deduction (other than of wire transfer fees). 4. This Irrevocable Fee Payment Agreement shall be lodged with the disbursing bank upon closing of the first transaction in this transaction. Payment will be made within four banking hours of the electronic receipt of instruments by our bank in each and every transaction. All payments shall be made by bank transfer (or as otherwise requested) pursuant to instructions and destination bank co-ordinates provided. 5. This Irrevocable Fee Payment Agreement may be executed in any number of email or facsimile counterparts with the same effect as if all parties hereto signed the document. All email or facsimile counterparts shall be construed together and shall constitute one and the same Agreement. The undersigned accepts full responsibility for authenticity. The transaction code shall be included with each payment or piece of correspondence. 6. This agreement shall be binding, individually or collectively, upon and for the benefit of parties and their respective successors and assigns for their mutual advantage or goodwill. In the event of death of any of the parties, the surviving PRECI-MAX parties agree that the beneficiaries of the deceased party shall receive any and all proceeds of this agreement that would have been earned by the deceased party under the same terms and conditions as if the party were not deceased. 7. The parties acknowledge and agree that this contract does not constitute the creation of a taxable entity or of any Partnership. Each of the parties shall be individually responsible for making required filing, including tax returns, with the respective government entities in which they are or may be respectively domiciled and/or obligated to pay any taxes, impounds or levies which may be assessed for any of them respectively. The parties hereby agree to indemnify and hold each other harmless from any and all liabilities, damages, Claims, judgments and causes arising out of and related to such taxation or obligations, payments and responsibilities or equivalent which result in a reduction of the amounts to be received as fees. The parties shall have no further responsibility or liability to each other or to any third party, other than as set forth in this contract. 8. Consultants have performed their function by introducing the two Principals for a financial transaction. Consultant fees are due and payable if a substitute financial transaction is accomplished in lieu of the above described. 9. This is the entire agreement for the transaction carrying the above-referenced transaction code. Any previous agreements with the same date(s) and transaction code(s) are null and void. 10. This Payment Order is irrevocable and valid upon the commencement of each and every transaction, shall remain valid and enforceable for the full term of this transaction and shall apply to any and all renewals, extensions, rollovers, additions or any new agreement between the Buyer and Seller (including spot buys), their shareholders and / or assigns for a period of five (5) years. It is unconditional, assignable and divisible to beneficiaries, heirs and assignees upon written notices to all parties concerned. THE FULL PERCENT OF LC FACE VALUE TO: Beneficiaries No. 1 Amount : Company Name : Preci-Max, USA I/E Code No. : 20-2966495 Address : # 407 Anthony CT North Wales PA 19454 USA. Phone No. : 001 267 640 5882 Fax No. : 001 215 362 3488 Website Address : www.preci-max.com Represented by : Mrs. Alka Shah Passport No. : A6354411 PRECI-MAX PAN No. : 20-2966495 Title : Proprietor Email Address : [email protected] Banking Details: Bank Name : Bank of America Address : 983 North Wales Road North Wales PA 19454. Phone No. : 001 215 412 5523 Fax No. : 001 267 328 1246 Website Address : www.bankofamerica.com Account Name : Preci-Max Account No. : 9506706386 SWIFT Code : BOFAUS3N Bank Officer In-Charge : Ms. Shaila Mody Title : Senior Personal Banker Email Address : [email protected] Signature with Company Seal Authorized Signatory Seal Beneficiaries No. 2 Amount : Company Name : Preci-Max, India I/E Code No. : N/A Address : Plot No. 4 (Old No. 7) Third Street Venketasuwara Nagar Adyar Chennai - 600020 Tamilnadu India. Phone No. : 91 44 - 32522964 Fax No. : 91 44 24900982 Website Address : www.perci-max.com PRECI-MAX Represented by : Mr. James Ranjith Jeyakumar Passport No. : F5134382 PAN No. : ADOPJ5439P Title : Head - Corporate Development Email Address : [email protected] Banking Details: Bank Name : Indian Bank Address : Madras Export Processing Zone (MEPZ) Branch Tambaram Chennai 600045 Tamilnadu India. Phone No. : 91 44 22622020 Fax No. : 91 44 22621010 Website Address : www.indian-bank.com Account Name : James Ranjith Jeyakumar Account No. : 714 048 501 SWIFT Code : Thro American Express Bank NY (AEIBUS33) A/C. No. 712869 with Indian Bank Chennai (IDIBINBBAMAS) for further credit to Indian Bank MEPZ Chennai (IDIBINBBMEP) Bank Officer In-Charge : Mr. Kaliderthan Title : Branch Manager Email Address : [email protected] Signature with Company Seal Authorized Signatory Seal Beneficiaries No. 3 Amount : Company Name : I/E Code No. : PRECI-MAX Address : Phone No. : Fax No. : Website Address : Represented by : Passport No. : PAN No. : Title : Email Address : Banking Details: Bank Name : Address : Phone No. : Fax No. : Website Address : Account Name : Account No. : SWIFT Code : Bank Officer In-Charge : Title : Email Address : Signature with Company Seal Authorized Signatory Seal PRECI-MAX AGREED TO AND ACCEPTED FOR AND ON BEHALF OF ASSIGNEE: _________________________, DATED: ______________________ Authorized Signatory Seal ASSIGNEE'S SIGNATORY : TITLE : PASSPORT NUMBER : ISSUING COUNTRY : DATE OF ISSUE : EXPIRATION DATE : ENDORSED BY PAYING BANK: WE CERTIFY THAT ON RECEIPT OF A GOODS SHIPPED, WE WILL ABIDE BY THE TERMS OF THE ABOVE PAY ORDER ISSUED BY OUR CLIENT AND WILL REMIT THE FEES AS STATED ABOVE WITHIN 8 BANK HOURS, AND INTIMATE THE BENEFICIARY PAYMASTER ACCOUNT Authorized Signatory Seal BANK OFFICER 1 Authorized Signatory BANK OFFICER 2 Seal