FEE PROTECTION AGREEMENT No. ……….

413527709.doc413527709.doc
Between

(Insert Address)

Represented by (Insert Name)

AND

Cap Oil Ventures International, Inc., with office address at Unit

1217 Soho Central, 748 Shaw Blvd., Highway Hills, Mandaluyong
City, represented by Mr. Peter Paragas, hereinafter “Seller”;

1. The Seller guarantees in full responsibility, to pay the

commission as described below, as soon as the below exactly
described transaction is successfully finalized. The payments will
be effected according to the partial shipments and payments
thereof.

2. REASON OF THE COMMISSION-AGREEMENT

CONTRACT No.
SELLER:
BUYER:
PRODUCT:
QUANTITY:
CONTRACT PRICE:

3. COMMISSION

The sales-price includes a commission in total of PhP

000,000,000.00 (Zero Million) Philippine Currency, commuted at
PhP 0.25/barrel for the above beneficiary. This commission is
agreed on the above contract and all following, new contracts or
rollovers, if no new agreement replaces this commission
Agreement.

The Bank Account of beneficiary is:

Name of depositor:
BANK:
DEPOSIT A/C:

The transfer will be made to the above account only and shall be
transferred in the same currency as stated in the contract. Any
change of the Contract Number as above will be mutually
agreed. The transfer-charges shall be for the account of the
beneficiary.

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4. DATE OF PAYMENT

The commission is payable after payment and crediting of the

contracted product-value to the seller's account. This
commission will be paid in the same vault as the contract was
realized. The beneficiary will receive copies by facsimile or
electronically of the money transfers, as soon as the respective
transfer to beneficiary is done.

5. NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT

All parties herewith declare, not to circumvent each other in this

transaction or try to circumvent. This is valid during all
transactions inclusive all replacements, extensions and
additional. This document commits all parties and also their
employees, shareholders, partners, workers, and all other
involved people. All rules and regulations of ICC 400/500/600
regarding confidentiality, non-circumvention and non-disclosures
applies to all parties of the agreement and said rules and
regulations shall remain in full force for a period not to exceed
three (3) years from the date of this agreement.

In case the above-mentioned contract shall not be in force, this

COMMISSION AGREEMENT will be null and void.

6. GENERAL AGREEMENT

This FPA is not to be changed or altered without the written

consent of both parties hereto.

After availability of funds, this FPA shall be exchanged for an

OFFICIAL BANK PAYORDER. Said Payorder shall be lodged with
the bank of the Seller and a copy thereof being sent to
beneficiary.

A signed copy of this FPA shall be considered as legal paper and

as original by the consent of the parties having signed the FPA
below, and as witness thereof, the signatories have affixed their
signatures and seals.

7. DISPUTE AND GOVERNING LAW

Should any dispute arise to the interpretation of this agreement,

both signatories agree to submit the matter to binding
arbitration by the RULES AND REGULATIONS OF THE
INTERNATIONAL CHAMBER OF COMMERCE, ISSUES 500 + 600,
should a friendly settlement not be reached.

The place of arbitration should be Philippines. The governing

language will be English. The arbitration fee will be paid by the

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losing party.

FOR AND ON BEHALF OF:

CAP Oil Ventures International, Inc.

Mr. PETER PARAGAS

CFO

(Insert Company Name)

.............................................
(Insert Name)

(Insert Title) SEAL