INTERMEDIARY OR FINDERS FEE AGREEMENT

THIS AGREEMENT (hereinafter Agreement) is made and entered effective as of

this _____ day of ____________________, 2006 (the Effective Date) by and between
[INSERT INTERMEDIARY NAME] (known as “Intermediary”) and
_______________________.

IN CONSIDERATION of the mutual promises and covenants herein contained,

Intermediary and _____________ (name of funded Project/enterprise corporate entity),
and any related entities instrumental to its funding, (collectively referred to as the
“Company”), and the participants to this agreement are referred to as the “Parties”,
agree as follows:

This agreement between the parties above is for a period of three (3) years or until the final
distribution of fees is paid and covers all aspects of their work in project development and
funding efforts operating worldwide on the wide range of Projects, Products and Services.
The Intermediary, intending to be legally bound, irrevocably agree not to circumvent, avoid,
bypass, or obviate the Company and related entities, which provided or served as a conduit
to funds for the Company, directly or indirectly, to discuss with third parties or develop
business with or for the Company. The Intermediary hereby irrevocably agrees and accepts
full responsibility and liability for their agents, brokers, principals, clerical assistants and any
other related third parties to maintain strict confidentiality of information regarding Company
operations, products or services including but not limited to, intellectual property or patents,
plans, strategies and tactics, or any business information, funding source mechanisms or
systems, banking information, facsimile transmissions, telephone numbers, addresses,
structures and working of documents that have been shared with Intermediary in an effort to
acquire funding.

The undersigned Intermediary hereby irrevocably agrees, warrants and covenants; therefore,
not to in any way whatsoever circumvent and/or disclose any information of any kind, sort or
type to any other party in any present or pending future transactions of the Company. The
Intermediary respects the confidential matter of this agreement and agrees to maintain in the
strictest confidence regarding the specific fee information, gross or net amounts of funding or
finders fee percentages, actual fees paid to the Intermediary or by the Company, names of
the parties whose identities may have become known to one another, including escrow
agents and attorney’s, through either the tendering of documents or assembly of banking or
government approvals. The parties agree to maintain strict confidentiality concerning the
identities of the parties directly or indirectly involved in this transaction. The Intermediary will
not in any manner solicit, nor accept, any business in any manner from the sources not their
affiliates, which sources were made available through the agreement, without the express
written permission of the Company who made the source available. Nor shall either party
disclose or other wise reveal to any third party any confidential information provided by the
Company, particularly concerning lenders, sellers, codes, borrowers, buyers, and/or sellers
names and related information including but not limited to funding programs and processes,
addresses, telex, telephone numbers or any other means of access thereto, bank
recommendations, references and/or such information advised to the other as being
confidential or privileged without written consent of the Company.

During the period of this Agreement and for at least one (1) year following its termination
for any reason, except as may be otherwise required by law, Intermediary will keep in
strictest confidence all information identified above and as marked by the Company as

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confidential or proprietary, and all information that, by its nature, is obviously confidential.
Such information specifically includes, without limitation, information regarding the
Company’s facilities, technical capabilities and operations, business plans and strategies,
product marketing, costs, customer relations, training related literature and materials and all
information, proposals, notes, correspondence, technical requirements, and designs, but
shall not include any information in the public domain, known by Intermediary prior to the
date hereof, or received by Intermediary from sources other than the Company. Except as
specifically authorized by the Parties in advance in writing or as required by law,
Intermediary will not, at any time, use, publish, communicate, or otherwise disclose to any
third party any such information. In all cases, the Parties shall treat with sufficient
confidential care all confidential information, which shall be at least a reasonable degree of
care. Intermediary expressly agrees that monetary damages may not be sufficient
compensation for a violation of this Section, and that the Company shall be entitled to
injunctive relief from any court of competent jurisdiction for any such violation, in addition to,
and not in any way limiting, any other rights that the Company may have against
Intermediary at law or in equity.

In the event that confidential information is inadvertently or accidentally disclosed, the

Intermediary shall notify the Company in writing and shall take all precautions reasonably
necessary to avoid further dissemination of the disclosed information as well as precautions
to prevent further disclosure.

In the event of a breach of confidentiality that is not disclosed to the Company, voluntarily by
Intermediary, the Company shall immediately notify Intermediary in writing of the alleged
breach. Intermediary will have seven business days (7), in which to respond to the
allegations and resolve this matter to the satisfaction of the Company. If there is no
resolution the Company reserves the right to cease monthly finder’s fee distributions to
Intermediary and terminate the relationship. The Company is entitled to injunctive relief, from
any court of competent jurisdiction, for any such breach, in addition to, and not in any way
limiting, any other rights that the Company may have against Intermediary at law or in equity.

Intermediary agrees to pay the Company’s legal fees and associated costs of litigation for
Intermediary violations or breach of this Agreement, in the event the Company prevails
against Intermediary, in a court of competent jurisdiction for any violation or breach.

Intermediary agrees that the gross amount to be paid Intermediary, which is a proportionate
share of the Gross Finders Fee, as contained in the Master Escrow Agreement, is all that will
be distributed to Intermediary and that Intermediary hereby holds the Company harmless
and releases the company from claim by Intermediary for additional sums above and beyond
the total amount to be distributed to Intermediary, which is the accumulation of actual paid
distributions to the Company, over the term of thirty-six (36) months or less if the
Project/enterprise is funded in full in less than thirty-six months (36), less banking and
transfer fees, attorney’s and escrow fees. The net amount (gross, less the above-mentioned
fees) of the distribution will be made each month, for each month of the approved Funding
Allocation Schedule of the Project/enterprise. Intermediary will release and hold the
Company harmless after each and every monthly distribution for that portion of the total
amount of the proportionate paid distribution. Intermediary agrees to final release after all
distributions have been completed.

Distributions of finder’s fees will be made to Intermediary based on the actual funds received
by the Project/enterprise agreed to by and between the Company and funding source.
Funding will be provided to the Company over a thirty-six (36) month period. When the

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Company receives a monthly allocation the finder’s fee will be deducted and deposited into
an escrow account where distributions will be made to each Intermediary according
percentages found in the Master Escrow Agreement. Intermediary has been given notice in
writing of their respective proportionate share of the Gross Finders Fee and hereby agrees to
that percentage.

Intermediary acknowledges that the Company has no control over funding source and will
make deposit of the gross finders fee into the escrow account when an allocation is received
and if allocations are not received then no distribution to Intermediary will be made.
Intermediary agrees that in the event the funding allocations from the funding source cease,
at no fault of the Company, for any reason prior to completion of the Funding Allocation
schedule, then distributions to Intermediary will cease and Intermediary will hold the
Company harmless and make no claim for additional distributions. In the event Funding
Allocations resume after cessation the Company will notify Intermediary and begin
distributions as agreed.

If any provision of this Agreement or any portion of any such provision shall be held invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall remain in full force and effect, and the provision or portion thereof affected
by such holding shall be modified, if possible, so that it is enforceable to the maximum extent
permissible.

This Agreement shall continue until terminated in writing by either party; provided, however,
that the obligation to protect the confidentiality of all Confidential Information disclosed by the
parties to each other prior to such termination shall survive the termination of the Agreement.

This Agreement shall not be terminated or superseded by any future agreement between the
parties hereto, unless such subsequent agreement specifically so provides by an express
reference to this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State
of ___________ (state the Company is formed), without regard to conflict of law principles,
and shall benefit and be binding upon the parties hereto and their respective successors and
assigns.

(Remainder of page is left intentionally blank)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first written above.

Agreed and Accepted By:

[INSERT INTERMEDIARY NAME] (INTERMEDIARY)

/s/_______________________________

_________________________________
PRINT NAME HERE

Date: _____________

[INSERT PROJECT COMPANY NAME] (THE COMPANY)

By: ______________________________
PRINT NAME HERE

Title:

Date: ______

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