Representative Agreement
Between

Genesis Capital Management Group, Ltd.
New York, New York, U.S.A.




&



_____________

________________








Doc Reg #442002-01
Dated ________

Confidential











Date _______________

PARTIES

1 The Representative : ___________________, a company incorporated and whose registered office is in _____________________.

2 The Client : Genesis Capital Management Group, Ltd., a corporation organized and incorporated in the State of New York, and whose registered office is in New York, New York, U.S.A.

Provisions

1 : Appointment of Representative:

The Client hereby appoints the Representative as its non-exclusive representative/ office; to act as its representative in the sovereigns and countries described in Part B of Schedule 1 ("the Territory") under the terms and subject to the conditions hereinafter set forth.

2 : Term of Appointment:

This agreement shall commence on ________, 200_, and shall continue for a period of one (1) year, or as otherwise terminated as hereinafter provided.

3 : Duties of Representative:

The Representative shall provide the services set forth in Part A of Schedule 2 ("The Services") and shall use its best efforts in performance of said services.

4 : Inquiries:

Any inquiries or information solicited from the Representative by third parties relating to the business and affairs of the Client shall be forwarded promptly by the Representative to the Client.

5 : Records:

The Representative shall keep and maintain such records in connection with this agreement and the services as may be reasonable and permit the Client to inspect the same on the giving reasonable written notice, and during normal business hours.


6 : Remuneration:

As consideration for the services provided by the Representative herein, the Client shall pay to the Representative the amounts as set forth in Part B of Schedule 2, and in the manner therein provided.

7 : Termination:

Either party may terminate this agreement, upon two months' notice, or at the conclusion of any transaction between the parties, and prior to the termination of this agreement, or at any time hereinafter, upon the occurrence of any one or more of the following events:

7.1.1Should the other party become incapable of carrying out the terms of this agreement.

7.1.2Should the other party declare bankruptcy, either as an individual, a partnership, or a corporation, or should the individual, partnership or corporation go into liquidation or enter into any composition or arrangement for the benefit of its creditors.

7.1.3Should execution be levied upon the other party's goods or assets.

8 : Confidential:

The parties agree that the terms of this agreement are confidential and that (unless required by law to do so) none of them shall make any communication regarding the terms or implementation of this agreement to the public press, the employees of the parties, or to suppliers or customers of the parties or any of them except in the form and terms previously agreed with the other party.

9 : Notices:

Any notice required to be given under this agreement shall be delivered in writing or sent by telex or facsimile transmission or recorded delivery post to the address of the addressee as last notified in writing by such party and shall be deemed to have been given on the date of telex or facsimile transmission or on the day following that on which the notice was posted.

10 : Law:

10.1This agreement shall be governed by New York State, U.S.A. law, in every particular including formation and interpretation and shall be deemed to have been made in New York State, U.S.A.

10.2Any disputes arising in connection with the present Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with said Rules. The seat of Arbitration shall be held in New York. The Proceeding will be held in English.

In the event that this document is delivered and signed via fax, it should be construed as an original and a legally binding original document in accordance with the laws of New York State, U.S.A as stated above.






AS WITNESS the hands [ and seals ] of the parties the date written above:

SIGNED by or for and on )
behalf of the Representative )
in presence of: )

Signed by or for and on )
behalf on the client )
in the presence of: )

Schedule 1

Part A

(Parties)

REPRESENTATIVE

________________________
________________________
________________________
________________________
________________________
________________________
E-Mail: __________________

CLIENT

Genesis Capital Management Group, Ltd.

590 Madison Avenue
21st Floor
New York, New York 10022
Tel: 212-758-2222 & 845-353-5451
Fax: 212-832-0426


E-Mail: info@genesisny.net





PART B

The Territory

The Country of ________________________

Schedule 2

PART A

Services to the Client with respect to the provision/offering to individuals,
organizations, or companies of all the services and products which the Client
offers to individuals, organizations, and companies in their resident domicile.

The provision of consultancy services in individual cases for the Client.

PART B

Remuneration on a commission or fee basis to be agreed with Client in respect to each individual transaction.

PART C

AREAS OF EXPERTISE

GENESIS

1. Provision of various types of funding and investment vehicles for clients that require specialized scenarios.

2. Commodity Trade Transactions.

________________________

1. Provision of clients that require capitalization for project financing and investment vehicles.

2. Commodity Trade Transactions.

3. Legal Accounting Provisions in accordance with the laws of ____________.

- GCMG Document Files