This agreement is made on the ___ day of ______, 200_

BETWEEN

1. Magnetic Technologies LLC., having its principal place of business and head office in Dubai, U.A.E., P.O.Box 27559 (hereinafter referred to as the MANUFACTURER)

And

2. M/s. ____________________, having his principal place of business and head office in ____________ (hereinafter referred to as the AGENT).

WITNESSETH

Whereas, for the purpose of this agreement it is understood that MANUFACTURER holds, owns or controls in its own rights or under agreement with the original owner thereof, all the rights for manufacture and distribution of magnetic products worldwide excluding the CIS countries, Germany and Argentina. Whereas, the AGENT is an experienced business organization and quite influential in the local business community and is desirous of acquiring agent’s rights in Sudan for stocking, sales and promotion and cause the same to be promoted in the said area for the products, specified in Clause 1 on the following terms and conditions.

CLAUSE 1. PRODUCTS : -

MANUFACTURER grants AGENT exclusive rights for selling magnetic products only in Agriculture, Household Usage, Medicine and Fuel Modification with related scientific research and popular literature.

CLAUSE 2. APPOINTMENT AND TERRITORY : -

MANUFACTURER hereby appoints the second party as his AGENT in the territory of ____________ only, the citizen of which the AGENT is.

CLAUSE 3. SELLING AND AGENCY RIGHTS : -

a) MANUFACTURER grants AGENT the rights to market and distribute the above-mentioned products to any customer or resident with its principle place of business in the AGENT’S territory.

The right shall be sole and exclusive in so far as AGENT under permission of the contract, promotes and sells the products in his territory.

b) AGENT is not allowed to advertise or set up and maintain branch offices and/or houses to resell the products outside his territory. However, AGENT can only fix devices in neibouring countries.

c) Any eventual sale out of the territory through the AGENT’S organization could be mutually discussed, and every single operation has to be agreed upon between the parties in writing.

CLAUSE 4. PURCHASES AND FORECASTS : -

a) AGENT agrees to give MANUFACTURER a purchase schedule on a year-by-year basis.

b) MANUFACTURER and AGENT have agreed upon a minimum NET purchase of US $ _______/= ( after discount ) for the first full year, from which this agreement takes effect. For the second and the following years the minimum NET purchase shall be US $ _______/= ( after discount ) for the products under Clause 1.

CLAUSE 5. PRODUCTS DELIVERY AND STOCK : -

a) The MANUFACTURER will issue a Net Price List to the Agent, specifically applicable to the Territory of this Agreement, based on which all transactions will be concluded.

b) On signing this agreement the AGENT shall put a minimum purchase order worth of US $ 10,000/=.

c) AGENT shall take delivery of materials at MANUFACTURER’S head office, AGENT shall undertake the responsibility for transportation and all other risks.

CLAUSE 6. PRICE FOR PURCHASE : -

MANUFACTURER has the right of reviewing the prices of the material once every six months depending upon the market situation. An increase in prices will be agreed upon by the parties hereto and shall come into force after three month’s notice given by MANUFACTURER.

However, during the first year of cooperation MANUFACTURER guarantees stability of prices for the materials stipulated in Clause 1 of the present agreement.

The products shall be supplied at prices ruling on date of order entry.

Each project in any industrial field, should such an opportunity arise, will be dealt on a case-to-case basis and terms and conditions along with fees, revenues and other matters shall be discussed additionally.

CLAUSE 7. SALE PRICE : -

a) AGENT undertakes to sell the mentioned devices exclusively at the rate suitable for his region.

CLAUSE 8. PAYMENT : -

AGENT shall pay for the product in cash at site upon receiving the goods.

CLAUSE 9. AGENT’S OBLIGATIONS : -

AGENT shall:

a) Use his best endeavors to maintain, increase and promote the sales of products in his territory, and by way of appointing sub-dealers and distributors directly under his control in his territory.

b) AGENT shall have the head office with equipment and information similar to the head office of MANUFACTURER in Dubai. The same logo, trademark of MANUFACTURER, symbols shall be used by AGENT.

c) AGENT does not have the right to promote, market any other similar or related materials produced by other MANUFACTURERs.

CLAUSE 10. MANUFACTURER’S OBLIGATIONS : -

MANUFACTURER shall:

a) Supply the products as ordered by AGENT on the basis of previous order confirmation.

b) MANUFACTURER shall not appoint any third party as an agent within the territory for import and sale of the products and shall not grant any third party the right or privilege within the territory for the sale of the products.

c) MANUFACTURER informs AGENT that the lifetime of equipment is 10 (ten) years form the date of delivery.

MANUFACTURER does not bear the responsibility for any damages caused to the equipment by the customer.

The MANUFACTURER does not bear the responsibility for any dissatisfaction, which could be caused to the customer as the result of wrong usage of devices.

CLAUSE 11. TECHNICAL PERSONNEL : -

On demand, AGENT shall send his employee to the MANUFACTURER’s head office for 15 days for special training in order to obtain the knowledge for right presentation of information to the customer. The expenses shall be borne by AGENT.

MANUFACTURER trains AGENT’s personnel free of charge.

CLAUSE 12. INDUSTRIAL PROPERTY RIGHTS : -

Any trademark or business mark that exists in respect of the products shall remain the sole property of MANUFACTURER.

CLAUSE 13. CONFIDENTIALITY : -

Neither party shall during the continuance of this agreement nor at any time thereafter, divulge any information of the other party trade secret, business techniques or other confidential matters relating to the other party, except for the purpose of performing the terms of the present agreement.

CLAUSE 14. LITERATURE AND PUBLICITY : -

AGENT undertakes to advertise the products in the territory and shall keep MANUFACTURER informed of any action, which may help the sales promotion.

The cost incurred by advertisement, trade fairs, exhibitions and promotions, etc. carried out in the AGENT’S territory shall be borne by AGENT.

MANUFACTURER will place at AGENT’S disposal, on request and as available, publicity material and products literature in reasonable quantities.

CLAUSE 15. SUB-DEALERS OR DISTRIBUTORS : -

AGENT shall have the right to appoint sub-dealers or distributors, to carry out any of AGENT’S obligations in his territory under the present agreement.

CLAUSE 16. FORCE MAJEURE : -

Neither party shall be liable to the other in the event of being unable to perform this agreement by reason of riots, civil disturbances, wars, accidents, strikes, lockouts, storms, fires, floods or any other circumstances beyond reasonable control.

CLAUSE 17. DURATION OF AGREEMENT : -

a) The agreement comes into force on this ____day of ________, 200_ and remains valid for the period of two calendar years, and could be renewed for another two years by mutual written agreement .

b) If the AGENT succeeds in achieving the high standards of sales and feels the requirements of establishing a joint venture with the MANUFACTURER. Both parties will work out a separate agreement for the said joint-venture.

c) This agreement automatically gets canceled if the AGENT failed to meet the purchases tasks agreed upon by this agreement, and that could avoided by mutual written agreement as special case.

CLAUSE 18. ASSIGNMENT : -

AGENT shall not sign or transfer his rights or obligations contained herein to any other party without previous written consent of the MANUFACTURER.

CLAUSE 19. NOTICE : -

Any notice required under the terms of this agreement shall be given in writing or sent by cable or telex or fax to the address of either party as is duly specified in the present agreement.

CLAUSE 20. SETTLEMENT OF DISPUTES : -

If any dispute or disagreement arises out of interpretation of this agreement, any sale and purchase contract hereunder or the performance thereof on any matter arising out of this agreement and if such dispute or disagreement is not settled in writing between AGENT and MANUFACTURER by mutual cooperation in good faith, such dispute or disagreement shall be referred to and settled finally and conclusively under provisions of U.A.E. Federal Law No.18 of 1981 or any amendments and the rules and regulations made thereof.

CLAUSE 21. ENTIRE AGREEMENT : -

Subject to U.A.E. Federal Law No. 18 of 1981, the provisions of this agreement constitute the entire agreement between MANUFACTURER and AGENT, related to the matter covered by this agreement and supersedes all previous agreements related to the same. In witness the parties hereto have executed this agreement as of the day and year, first above written.