This letter shall serve to formally register __________________________(broker name)
as the procuring broker for a prospective contract
with ___________________________ (buyer name) for the purchase
of _______(quantity) MT of ____________________ (commodity).

In the event a contract is signed with ___________________________, (buyer name)
the ___________________ (broker name) shall be recognized as the procuring broker and paid a commission of $_______ per MT by SELLER..

_____________________________________________

Signed by: SELLER

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SELLER'S selling price: US$ ____ MT                    Final selling price: US$ __________

COMMISSION TO BE ADDED FOR ALL AGENTS: US$ ________ MT

ALL AGENTS MUST BE INCLUDED IN THIS FORM AND RETURNED WITH THE SIGNED OFFER

INTERTRADE LTD. HEREBY IRREVOCABLY GUARANTEES WITH FULL CORPORATE RESPONSIBILITY AND AUTHORITY, THAT UPON CLOSING AND CONSUMMATION OF THE REFERENCED TRANSACTION (OFFER), EITHER IN PART OR WHOLE, THAT OUR BANK, CREDIT SUISSE, WILL BE INSTRUCTED TO DISBURSE IMMEDIATELY THE ENTITLEMENT AND COMPENSATION HEREIN STATED AND REPRESENTED BY THE AMOUNT AND PAY THE SAME TO THE FOLLOWING:

1) AMOUNT US$______ /MT IN FAVOR OF: ________________________

COMPANY: _________________  TEL/FAX: ____________________________

2) AMOUNT US$______ /MT IN FAVOR OF:_________________________

COMPANY:__________________  TEL/FAX:____________________________

3) AMOUNT US$______ /MT IN FAVOR OF:__________________________

COMPANY:__________________   TEL/FAX:____________________________

SAID AMOUNT SHALL BE COMPUTED ON THE GROSS AMOUNT OF EACH SHIPMENT WITH THE ABOVE BUYER'S CODE, AND SHALL BE PAYABLE ON A PRO RATE BASIS, AS EACH SHIPMENT IS CLOSED AND CONSUMMATED. ONCE THE CONTRACT IS VALIDATED UPON COMMENCING OF TRANSACTION, THIS ORDER TO PAY SHALL REMAIN VALID AND ENFORCEABLE FOR THE FULL TERM AND SHALL APPLY TO ANY AND ALL RENEWALS, EXTENSIONS, ROLLOVERS AND ADDITIONS AS AGREED TO BETWEEN THE SUPPLIER/SELLER AND BUYER.

THIS ORDER TO PAY IS ASSIGNABLE, TRANSFERABLE AND DEVISABLE. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ALL COUNTRIES OR JURISDICTIONS AS CONTROLLED WHERE THE BANKS ARE LOCATED.

________________________

Signed by SELLER.