CONSULTIN SERVICE AGREEMENT (CSA)

THIS CSA made on this ..day of between TIPYAN GULF Establishment a Saudi Arabian establishment having its registered office at 355 Dabab Street, Ollyah-30 Center, Suite 9, Riyadh, Saudi Arabi. (hereinafter referred to as TIPYAN ) of the one part AND

_____________________________ a firm having its principal place of business at __________________________________(hereinafter referred to as CLIENT ) of the other part (both
TIPYAN & CLIENT will hereinafter be referred to as PARTIES ) WHEREAS TIPYAN is engaged in Business Development and Buyer/Investors Consulting, has a Technology Development experience, and engaged in Investors relation and consultation. AND WHEREAS TIPYAN intends to enter into a CONSULTING Agreement with the CLIENT to provide specific services and receive compensation for such TIPYAN duties and services as defined below. 1. CLIENT hereby agrees to Consult with TIPYAN as a sole agent to the Distributorship opportunity of _____________________ from Turkey referred to by TIPYAN to CLIENT based on this CSA terms. The exclusivity of CLIENT will cover the whole Middle East countries and specifically following countries; Saudi Arabia, Qatar, UAE, Kuwait, Oman and Bahrain In other words, during the term of this agreement, CLIENT will not be engaged in a business relationship with _________________ company, based on the mentioned countries. 2. The contractual agreement Period shall commence on the date that the last of the signatures to this CSA was obtained and shall exist and be irrevocable for Two (2) years. 3. CLIENT agrees and accept to pay TIPYAN consulting and referral fees charged by TIPYAN, which will be equivalent to $10,000 (Ten Thousands US Dollars) to be paid on the same time once the CLIENT signs the Distributorship agreement with __________________. 4. CLIENT agrees to pay TIPYAN total due commission at the time of the transaction closing as it is being received by CLIENT without any further delays. CLIENT agrees to inform and invite TIPYAN or his designees to the transaction closing. 5... Same compensation is also due Should CLIENT sign, assign, appoint, or partner with an Agent within one (1) year from the termination date of this Agreement PERIOD to any person, firm, or entity referred to by TIPYAN, or who became aware of this opportunity through the efforts of TIPYAN during CSA PERIOD. 6... CLIENT shall deliver to TIPYAN copies of any agreement between CLIENT and any prospective Buyer/Investor before any transaction closing and notify TIPYAN of the date, time and place of the closing; and accept TIPYAN or TIPYAN s representative to be present at the closing.

If CLIENT fails to notify TIPYAN on the closing date , TIPYAN shall instruct the closing agent to deduct any and all commissions due to TIPYAN under this CSA from the closing proceeds and to pay same to TIPYAN at closing. 7. CLIENT understands that he shall keep TIPYAN informed of any contacts or negotiation taking place between CLIENT and _____________ Company. Once a final agreement is reach CLIENT shall notify and inform TIPYAN of such agreement.

8. Under this CSA the TIPYAN duties and services are: a) Study and present the investment opportunity referred to by TIPYAN. b) Work closely with all involved parties to secure an agreement for Distributorship c) Finalize the agreement terms with all parties to close the transaction legally and properly. d) TIPYAN requires that a TIPYAN assigned legal office in Turkey to be hired to finalize the distributorship agreement on behalf of the CLIENT.
10. The Parties hereby undertake not to disclose any provisions of this agreement or trade secrets they obtain through this agreement and to preserve the confidentiality of all the information or documents related to this agreement, further that during the period of this agreement and for a period of not less than three (3) years not to transfer such information or documents related to this agreement or itself to third parties whether individual persons or legal entities. 11. No document or information provided by one of the parties shall be utilized for a purpose other than the performance of this agreement. The Parties also hereby accept and undertake not to make any counter statements or whatever nature. In case of a breach thereof, the party in breach shall be obliged to remedy all such damaged of the other party. 12. Either party may terminate this agreement by giving 60 days written notice to the other party, prior to the end of the term of this agreement. However, this does not preclude the Parties from making payment of the CONSULTING Fees which has been entitled by any of the Parties during the said term of this agreement. 13. The parties cannot assign their rights and/or obligations which emanates from this agreement to the third parties without having prior written approval of the other party. 14. This Contract shall be governed and construed by the laws of the Republic of Turkey. The parties agree to mediate any form or matter of dispute or claim existing between the parties. In the event that the mediation is unsuccessful, the parties agree that any such dispute or claims shall be decided by the appointment of a neutral and mutually appointed arbitrator in accordance with the Arbitration Rules of Istanbul Chamber of Commerce. All cost of mediation and arbitration shall be born equally by the parties. In the event that the arbitrator cannot give his decision regarding the dispute within six (6) months time from the commencement of arbitration process, the parties irrevocably accept to submit to the jurisdiction of the courts of Istanbul.

15. This AGREEMENT constitutes the entire agreement between and among the parties hereto, supersedes all previous agreements between them, and shall not be modified except in writing executed by the parties. CLIENT expressly acknowledges reading, understanding and receiving a copy of this Agreement. CLIENT agrees that should the TIPYAN mail a copy of this Agreement within 24 hours of the signature of this Agreement by the CLIENT. An email copy of this document and any signatures shall be considered for all purposes as originals. The CLIENT acknowledges that there are no oral representations upon which the CLIENT relied upon in entering into this agreement. THIS CSA IS A LEGALLY BINDING CONTRACT. PLEASE READ IT CAREFULLY BEFORE SIGNING.

For TIPYAN GULF Est.

For _________________________

By:___________________________

By:__________________________

Name:_________________________

Name:________________________

Title:________________________

Title:_______________________

Date:_________________________

Date:________________________