Agency Agreement

This Agreement is made this ______ day of ________________, 20___

BETWEEN

CONFEDERATION CAPITAL PARTNERS LIMITED,

(hereinafter referred to as "Confederation")

OF THE ONE PART

– AND –

________________________________________________
(hereinafter referred to as the "Agent")

OF THE OTHER PART

WHEREAS the Government of St. Kitts and Nevis has introduced the Citizenship by
Investment Program (the “Program”) whereby investors who make a stipulated investment may
apply for St. Kitts and Nevis citizenship and have the residency requirement waived;

AND WHEREAS Confederation has been appointed as a Government-Approved Citizenship

by Investment Agent;

AND WHEREAS the Agent has agreed to act as an Agent of Confederation for the recruitment
of potential investors to the Program;

NOW THEREFORE THIS AGREEMENT WITNESSES that Confederation and the Agent
hereby mutually covenant and agree with each other as follows:

1. Confederation hereby appoints the Agent, effective immediately, as a non-exclusive Agent

for the marketing of the Program, and the Agent agrees to act as such and to use its
reasonable best efforts to recruit investors in accordance with the Program and upon the
terms and conditions herein set forth.

2. During the term of this Agreement, the Agent may carry out marketing activities in any
jurisdictions where such solicitations or sales are otherwise permitted. The Agent shall not,
however, give any information or make any representations in connection with such
solicitations, except as contained in the Application Documents, with respect to the
Program or supplemental sales literature approved by Confederation (the "Supplemental
Literature").
3. The Agent shall not carry out marketing activities in any manner contrary to the
requirements of Confederation, or the Government of the St. Kitts and Nevis.

4. Notwithstanding the foregoing, the Agent shall suspend or limit the marketing of the
Program forthwith following the request of Confederation to do so, at any time and for any
reason, including without limitation abnormal market, economic, or other circumstances.

5. The Agent shall not advertise the Program unless the content of all advertisements have
been pre-approved by Confederation.

6. Confederation shall deliver to the Agent, as soon as possible after the date hereof, such
number of copies of the Application Documents as Confederation considers may be
required by the Agent.

7. For its services hereunder, the Agent will be paid on a commission/fee basis for each of its
investors who receives citizenship from the Government of St. Kitts and Nevis.

The commission will be determined on a case-by-case basis, and normally be 50% of the
processing fee as outlined in the documentation. This amount may be increased if the
agent negotiates a higher processing fee with the client (in which case all of the increased
processing fee will be for the account of the agent).

The commission will be paid 50% upon receipt of a complete file and the investor’s full
payment, and 50% upon issuance of citizenship to the client. If the case is rejected or the
investor otherwise terminates the application, then a holdback may be charged to the
investor allowing the first portion of the commission to be retained by the Agent. If a full
refund is agreed by the Agent and Confederation, the Agent will be required to refund all
the commission amounts advanced to him.

Real Estate Option: Confederation has negotiated finders’ fees with certain real estate
projects in St. Kitts and Nevis. The finder’s fee is based upon a percentage of the property
purchase price, and varies between projects. It will be paid to the agent in addition to the
commission, once Confederation receives payment from the project. It will be paid as
follows:
• If the finder’s fee is 9% or less, Confederation will retain 1%, and pay the agent the
balance of the finder’s fee (i.e. 8%).
• If the finder’s fee is 10-15%, Confederation will retain 2%, and pay the balance of the
finder’s fee to the agent (i.e. 8-13%).
• If the finder’s fee is 16% or more, Confederation will retain 3%, and pay the balance of
the finder’s fee to the agent (i.e. 13% or more).

If the Government pays Confederation a finder’s fee for an applicant, Confederation will
remit 75% of this fee to the Agent.

It shall be the obligation of the Agent to make any necessary arrangements with any sub-
or sub-sub-agents for their portion of the commission / finder’s fee and it is herein also
agreed that the Agent’s failure to retrieve any portion of this commission / finder’s fee paid
to anyone, for any reason, is not a defense to the repayment of such commission / finder’s
fee by the Agent to Confederation.
8. The Agent shall be responsible for all out-of-pocket expenses incurred in carrying out its
duties hereunder, including the expense of travel and accommodations for its personnel.

9. The Agent shall transmit, or cause to be transmitted, to Confederation all applications and
supporting documents on behalf of investors, together with the investment and all fees,
payable to Confederation Partners Ltd. as stated in the wire transfer instructions included
with the Application Documents. Confederation shall in turn transmit such documents to
the Government of St. Kitts and Nevis, who shall accept or reject each application in
accordance with the Program. If the Government of St. Kitts and Nevis rejects an
applicant, Confederation will ensure the prompt return of, or cause to be returned, the
investment capital to the applicant without interest and subject to any deduction.

10. The Agent hereby indemnifies Confederation and saves it harmless from and against any
and all losses, claims, damages, liabilities, costs, or expenses incurred by reason of or
arising directly or indirectly out of the giving of any information or the making of any
representations in the course of its marketing of the Program, other than such information
and/or representations as are contained in the Application Documents or Supplemental
Literature.

11. This Agreement, its terms, and its provisions are strictly confidential. The Agent and
Confederation hereby agree not to disclose, distribute, or otherwise make available to third
parties any portion of this Agreement.

12. This agreement hereby created shall terminate upon seven (7) days written notice by either
party to the other, for any or no reason.

13. Any notice required or permitted to be given hereunder shall be deemed to be sufficiently
given if delivered, faxed, or mailed in a postage prepaid envelope by ordinary mail
addressed as hereinafter set forth:

If to Confederation: If to the Agent:

Mr. Stephen Lockyer __________________________

Confederation Capital Partners Limited __________________________
5475 Spring Garden Road, Suite #303 __________________________
Halifax, Nova Scotia __________________________
Canada, B3J 3T2 __________________________
Phone: 902-429-3800 Phone:
Fax: 902-423-7855 Fax:
Email: lockyer@confederationpartners.com Email:

14. This Agreement shall be construed and interpreted in accordance with and governed by the
laws of Nova Scotia, and the parties hereto irrevocably attorn to the jurisdiction of the
courts thereof.

15. This Agreement states the entire agreement of the parties relating to the matters set forth
herein and there shall be no covenants, conditions, warranties, representations, terms, or
provisions, expressed or implied, relating thereto except as set forth herein. This
Agreement may not be amended except by an agreement in writing, signed by both parties.
This agreement shall be kept strictly confidential.
16. The terms and provisions of this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties and their respective successors, but shall not be
assignable by either party without the prior written consent of the other.

IN WITNESS WHEREOF the parties have properly executed this Agreement.

SIGNED, SEALED and DELIVERED

in the presence of:
CONFEDERATION CAPITAL PARTNERS

Per:
Witness

Per:
Agent’s Witness Agent’s Signature