SWIFTNET UK AGENCY AGREEMENT

THIS AGREEMENT is made the.............day of...........................

BETWEEN

1. SWIFTNET LTD, Britannia House, 960 High Road, London, N12 9RY, "Swift"

and

2. ......................... whose registered office is at:..........................."The Agent"

WHEREAS

The parties wish the Agent to act as self-employed marketing agent for Swift's services

The parties hereby agree as follows:

1. Definitions

1.1 "The Service" means the telephone, telex, fax or any other services provided by Swift to customers from time to time.

1.2 "The Customer" means a client who has been directly enrolled or introduced to the Service by the efforts of the Agent.

2. Swift's obligations and duties

2.1 To provide the Service to the Customers at the agreed prices and as varied by Swift from time to time.

2.2 To provide full after-sales operational support to the Customer.

2.3 To pay in Sterling to the Agent at the end of each calendar month commission of 7% from all Customer payments received during that particular calendar month.

2.4 To provide the Agent with the following monthly reports:

1. Total turnover per Customer
2. Total payments per Customer

2.5 All invoices in connection with orders solicited by the Agent shall be rendered by Swift directly to the Customer and paid directly to Swift by the Customer.

2.6 At all times during the duration of this Agreement the terms and conditions on which the Service is supplied to the Customers shall be determined by and at the absolute discretion of Swift, the Agent having been given prior notification.

3. Agent's obligations and duties

3.1 To promote the Services with a view to enrolling customers to the Service.

3.2 To maintain regular contact with Customers as required.

3.3 To assist with the collection of monies overdue from Customers at Swift's request.

3.4 To seek prior permission from Swift if the Agent wants to alter the Price List to a Customer in special cases.

3.5 All expenses incurred during the Agent's execution of duty are at the sole expense of the Agent, unless prior arrangement has been negotiated and confirmed in writing.

3.6 The Agent may not do anything, which is either intended to or has the effect of creating a binding contract or arrangement between Swift and any person or of engaging Swift in any liability.

3.7 To comply with all reasonable instructions of Swift in relation to the operation of this Agreement or to the supply of the Service.

3.8 Not to do anything (either during the continuation of this Agreement or thereafter) the intention or effect of which is, in the opinion of Swift, likely or tends to bring Swift or the Service into disrepute.

3.9 To seek Swift's prior consent to any promotional or advertising activity that the Agent wishes to undertake in relation to the Service.

4. Confidentiality

4.1 The Agent will not (unless so ordered by a court of competent jurisdiction) either during or up to two years after termination of this Agreement reveal the identity of the Customers to any third party.

5. Termination

5.1 Swift reserve the right to terminate this Agreement forthwith in the event that the Agent is involved in selling the service offered by other companies that are competitive to Swift services.

5.2 Swift reserve the right to terminate this Agreement on [3] months written notice in the event that the Agent fails to secure minimum of 5 new clients per annum.

5.3 The Agent may terminate this Agreement at any time on [1] months written notice.

5.4 If at any time the Agreement is terminated by either party then Swift's obligation to pay any payments in respect of any customer shall continue at the agreed rate in clause 2.3 for a period of one calendar month following such termination.

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6. Commencement and duration

This Agreement shall commence on the............ day of......... and subject as provided herein shall continue in full force and effect unless and until terminated by the provisions in clause 5.

7. Severance

The provisions, clauses, sub-clauses or phrases in these terms and conditions are saverable and if any such provision shall be held invalid or unenforceable in whole or in part by any court, such invalidity or unenforceability shall not affect the remaining provisions.

8. Waiver

Any waiver by Swift of any breach of this Agreement or any time or indulgence granted by Swift to the Agent shall not affect the enforcement of any rights of Swift or be construed as a waiver of any further breach.

9. Variations

In order to be effective, any variation to this Agreement whatsoever must be made in writing and signed by both parties to this Agreement.

10. Restrictions

Should any provisions of this Agreement be registrable restrictions under the terms of the Restrictive Trade Practices Act 1976 such provisions shall not come into effect until the day after the terms of this Agreement have notified to the Office of Fair Trading in accordance with that Act.

11. Jurisdiction

This Agreement shall be construed and governed in accordance with the laws of England.

Signed for and on behalf of Swift.........................................................date...................

Signed for and on behalf of the Agent........................................................date...................