Bcs Offshore Funding Limited

BCS OFFSHORE FUNDING LIMITED

INTRODUCER AGREEMENT

Between

(1)BCS Corporate Acceptances Limited

and;

(2) Business Advisers International

DATED:

Monday, 12 January 2009

Introducer Agreement

THIS AGREEMENT is made on this 12 January 2009, by and between;

(1) BCS Offshore Funding Limited registered at Bolam House, King & George Streets, Nassau, Bahamas and who is represented for the purposes of this Agreement by BCS Corporate Acceptances Limited, hereinafter collectively referred to as (“BCS”), and;

(2) Business Advisers International situated at Asturias 59 Piso 4, Col. Insurgentes Mixcoac, Mexico D.F. 03920 and who is represented for the purposes of this Agreement by Mr. Carlos Ortega, hereinafter collectively referred to as (“the INTRODUCER”).

WHEREAS the Introducer wishes to act as Introducer to BCS in the sale and / or promotion of its products and services in the Territory as herein defined under the terms of this Agreement.

1.0 DEFINITION

Within this Agreement the following terms shall have their meanings set aside them as follows;

1.1“the Business” means the sale and / or promotion of the products by the Introducer on behalf of BCS within the Territory and all related matters.

1.2“Confidential Information” means all information that may be imparted in confidence or be of a confidential nature relating to the business or prospective business or the internal affairs of BCS.

1.3 “the Expiry Date” means the 28th October 2009.

1.4“Intellectual Property” means any intelligence, trade mark, product, source, contacts, systems, design, copyright, know-how or any other such intangible yet valuable property belonging to BCS.

1.5“the Products” mean any product or service offered or undertaken by BCS and/or any product or service promoted by BCS within its publications and through its Introducers, including project finance, mortgages and other types of corporate finance services.

1.6“the Term” means the term of this Agreement which shall be 12 months and is to commence of the date of the Agreement and expire at midnight on the Expiry Date.

1.7“the Territory” means Central America.

2.0 APPOINTMENT

2.1BCS appoints the Introducer to act as its exclusive Introducer within the Territory for the sale and promotion of its Products.

2.2The Introducer shall solicit for Business on behalf of BCS and introduce the same in the format required by BCS during the life of this Agreement.

2.3BCS reserve the right to vary the specification and/or price of the Products and to withdraw any Products without notice to the Introducer.

3.0BCS’S OBLIGATIONS

3.1BCS agrees with the Introducer throughout the term;

3.11To act dutifully and in good faith.

3.12To inform the Introducer within a reasonable period of time of the acceptance or refusal of, and of any non-execution by it of a commercial transaction which the Introducer has procured.

3.13To supply the Products (subject to availability) in accordance with orders obtained by the Introducer and to ensure that such Products;

3.14Comply with relevant governmental or other regulations within the Territory.

3.15Are of the correct and acceptable quality.

3.16Are invoiced at the correct price and in accordance with the current pricing policy of BCS.

3.17Are delivered promptly and in good order.

3.18Are sold in accordance with the usual business terms of BCS and its Introducers.

3.2To support the Introducer in promoting the sale of the Products in the Territory in such manner as it considers appropriate and to supply the Introducer with back-up services as it may seem fit and with necessary documentation and advice as may be necessary for the Introducer to acquire the business.

3.3To notify the Introducer of any changes known to BCS that may apply and that may affect the sale or promotion of its Products.

3.4To provide information as may be requested about its Products to the Introducer (or any client or associate of the Introducer with the Introducers permission).

3.5To provide customers / clients satisfactory pre-sales support and after sales support.

3.6Not to appoint another Introducer either directly or indirectly who may operate within the Territory, providing that this Agreement is valid and that this Agreement has not been defaulted by the Introducer.

4.0 INTRODUCERS OBLIGATIONS

4.1The Introducer agrees with BCS throughout the Term;

4.11To use all reasonable commercial efforts to obtain orders for the Products in the Territory.

4.12To protect and promote the interests of BCS and to act dutifully and in good faith.

4.13Not to be connected or interested either direcly or indirectly in the supply of goods and services which are similar in kind to the Products of BCS offered by another company or source.

4.14Not to sell or promote directly or indirectly the Products outside the Territory.

4.15Not to pledge the credit in any manner of BCS.

4.16Not to make any representations, warranties or guarantees to customers or clients in respect of the Products and/or the underwriting thereof except where authorised in writing by BCS

4.17Not to use the Intellectual Property of BCS otherwise than in accordance with this Agreement.

4.18To inform BCS of any improper or wrongful use in the Territory of the Intellectual Property of BCS and not to cause or permit anything which may damage or endanger such intellectual property.

4.19To maintain proper sales records, accounts and databases in accordance with the law, and to make available such information to BCS upon formal demand by BCS to do so.

4.20To keep and maintain correct and legal tax accounts in accordance with the laws of the appropriate jurisdiction and to maintain the payments thereof. BCS takes no responsibility in the conduct of the Introducers fiscal affairs.

4.21To comply with all appropriate governmental authorisations that may be required in the Territory for the Introducer to conduct the Business.

4.22To pass directly to BCS any funds, sales proceeds, premiums, deposits or any other received monies in connection with the sale of the Products held or receipted by the Introducer.

4.23To pass to BCS a minimum of 2 (TWO) signed and confirmed projects/Loan Offers per month for the full term of this agreement, if the monthly target is not achieved then this will be added to the following month as an additional target.

5.0ORDERS

5.1Any order or enquiry received by the Introducer shall be passed to the correct department of BCS, which shall be;

88 Grahams Road, Falkirk, Scotland

FK2 7DL

Tel: +44 1324 639913

Fax: +44 1324 620053

Email:

5.2Enquiries shall be dealt with at the above location and BCS undertake to advise the Introducer of all progress on the enquiry upon demand.

6.0COMMISSION

6.1The Introducer shall be paid a commission by BCS of 10% of the net income generated and/or received by BCS through Application & Other Fees for each sale produced by the Introducer within the Territory during the Term. In addition, the Introducer shall be paid a commission of 15% of the Completion Fees generated and/or received by for each sale produced by the Introducer within the Territory during the Term. The commission shall be net of any expenses or third party fees or expenses paid by BCS and needed for the conveyance of the Product.

6.2No commission shall be payable on orders or enquiries not accepted by BCS.

6.3The Introducer shall be paid the Commission by BCS one month after an order has been accepted and fully processed by BCS.

6.4BCS shall provide the Introducer with a Commission Statement on a monthly basis.

6.5Commission payments shall be paid inclusive of any value added tax that may apply and that the Introducer must make their own arrangements for the payment of their taxes or dues from their commission payments.

6.6In the event that the Introducer negotiates with a customer or client through a current Introducer outside of the Territory, then the commission due to each Introducer shall be 50% of the total due commissions.

6.7BCS reserve the right to deduct any dues or unpaid monies or clients funds that have not been passed over to BCS by the Introducer from any commission that may become due to the Introducer.

7.0 TERMINATION

7.1This Agreement shall terminate;

7.11On the Expiry Date; or

7.12If either Party gives 1 months written notice to the other and that both parties mutually agree to its termination

7.2This Agreement shall terminate forthwith upon service of written notice to that effect in any of the following circumstances;

7.21If either party fails to comply with the terms and conditions of this Agreement;

7.22If the other party ceases to be able to pay its debts in the ordinary course of its business and enters into an agreement with its creditors.

7.23If the other party goes into liquidation either compulsory or voluntarily or if a receiver is appointed in the liquidation of its assets;

7.24If a resolution is passed of the winding up of the other party;

7.25In the happening of any event equivalent to any of the above in accordance with the relevant laws of any prevailing jurisdiction.

8.0 TERMINATION CONSEQUENCES

8.1On the expiry or other termination of this agreement the Introducer undertakes to return to BCS all Products, product information, samples, data, information, advertising materials, marketing and technical equipment, vehicles and/or any other property of BCS which are in the Introducers possession forthwith.

8.2The Introducer shall be entitled only to commission in respect to orders obtained by it and transmitted to BCS before the date of termination / expiry and not in respect of orders transmitted to BCS after that date, notwithstanding that Introducer shall have been responsible in whole or in part for placing of such orders with BCS.

8.3If and to the extent that the Commercial Introducers (Council Directive) Regulations 1993 apply , and provided that the Introducer gives notice of its intention as such regulations require, the Introducer shall (unless any of the circumstances specified in Regulation 18 of the Commercial Introducers Regulations applies) have the right to be indemnified in terms of Regulation 17 of the Commercial Introducers Regulations. For the avoidance of doubt the Introducer shall have no right to any compensation under those regulations upon termination of this Agreement.

9.0 CONFIDENTIALITY

9.1The Introducer undertakes divulge or allow to be divulged, at any time during the course of or following termination of this Agreement, any Confidential Information relating to the Products or Intellectual Property of BCS, or the internal business affairs of BCS to any third party without the consent of BCS save as is necessary for the proper performance of his duties hereunder.

10.0 NO PARTNERSHIP

10.1The parties are not partners nor joint venturers nor is the Introducer an employee of BCS. The Introducer shall be solely responsible for payment all wages, salaries, national insurance contributions, taxes (government or otherwise) in any jurisdiction and payments to be made in respect to its employees, if any, and hereby grants BCS an indemnity in respect of any claim or loss BCS may suffer in respect of such matters.

11.0 ASSIGNATION

11.1This Agreement and any rights hereunder may not be assigned or transferred by the Introducer.

12.0 FORCE MAJEURE

12.1Neither party shall be liable to the other for any failure to perform any obligation under this Agreement which is due to an event or events beyond the control of such party including, but not limited to any event of flood, war, insurrection, riot, civil unrest acts of civil or military authorities. If any party is effected by such event it must immediately inform the other party in writing and use all reasonable endeavours to correct and remedy their position. If no remedy can be implemented as to the other parties satisfaction within the period of 3 months, then BCS reserve the rights to terminate this Agreement.

13.0 NOTICES

13.1Any notices to be served on either party hereto by the other party hereto shall be sent by prepaid recorded post to their respective addresses;

“BCS”

BCS Corporate Acceptances Ltd.

88 Grahams Road, Falkirk

Scotland, FK2 7DL

“The INTRODUCER”

Mr. Carlos Ortega.

Business Advisers International.

Asturias 59 Piso 4.

Col. Insurgentes Mixcoac.

Mexico.

14.0 GOVERNING LAW

14.1The provisions of the Commercial Introducers Regulations shall apply to this Agreement as if the Introducer carried on its activities in Great Britain, save as lawfully varied by the provisions of this Agreement.

14.2The Agreement shall be governed and construed in accordance with the laws of England and Wales and the parties hereto (including foreign representations) agree to submit to the exclusive jurisdiction of the courts of England and Wales.

IN WITNESS WHEREOF this Agreement is executed as follows;

SIGNED for and on behalf of BCS

BCS Corporate Acceptances Limited

Acting for: BCS Offshore Funding Limited

Signature:

Before this witness;

SIGNED for and on behalf of INTRODUCER