IntWay Business Center

AGENCY CONTRACT No. ________
To search for customers (users) for the Principal's products and services

Tortola BVI

____ _________ 200_

Intway World Corporation (3321, Road Town, Tortola, British Virgin Islands), hereinafter the Principal, represented by the Chairman of the Board of Directors Chub Alexander Mihailovich, acting under Power of Attorney #1n-104 dated 05/02/2008, as the first party, and ___________________________________________, hereinafter the Agent, acting on the basis of Certificate No. _________________________, as the second party, have entered into this contract (further — Contract) in regard to the following:

1. SUBJECT OF CONTRACT

1.1. The Principal instructs the Agent to carry out the following actions on his own behalf but on account of the Principal in accordance with the Contract:

1.1.1. To search for customers (users) for goods (service) belonging to (provided by) the Principal, hereinafter Products, at a price established by the Principal.

1.1.2. To disseminate (send out) the Principal's Products to customers (users) in _____________________.

1.1.3. To meet his obligations in searching for customers (users) with respect to the Principal's following products:

a) Business Service Package “Partner”;
b) Business Service Package “Expert”;
c) Business Service Package “Pioneer”;
d) Electronic Stock Exchange Terminal IntwayStock;
e) Training programs;
f) Other goods and services listed on the Principal's official site (http://www.intway.com).

1.2. The Parties entering into the Contract are acting like independent entities in a business in which independent, self-motivated activity carried out at one's own risk and which is directed towards the systematic earning of profit from utilization of property, sale of goods, completion of work or providing of services by individuals registered in this capacity under procedures established by law under which jurisdiction this entity is located is understood.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The Agent, within the framework of carrying out the instructions in p. 1.1 of the Contract, shall:

2.1.1. Bring in customers (users) to place an order for delivery of the Principal's products in a way acceptable to the Agent including:

– searching for customers for the Principal's Product in ___________________________;
– disseminating the Principal's advertising materials among potential customers (users) and also at trade shows and other similar events in coordination with the Principal;
– contacting both potential customers (users), as well as those who have entered into contracts with the Principal earlier for delivery of Products, with the purpose of obtaining new orders from them for those or other Products when the Agent does not have the Principal's Products requested by the customers (users);
– conducting negotiations on the subject of entering into contracts to sell the Principal's Products;
– other activities which are not forbidden by the laws of the country under which jurisdiction the Agent is located and that do not contradict the Contract terms necessary for the prompt and efficient sale of the Principal's Products;

2.1.2. Report to the Principal, at his request, all information about the progress of fulfillment of his instructions.

2.1.3. When receiving an order for the Principal's Product from a customer, place this order with the Principal (filling out the interactive form) utilizing technical means of communication (telephone, fax, e-mail) and, in a reasonable amount of time, send the order to the Principal or an authorized individual indicated in p. 2.7.1 of the Contract;

2.1.4. Execute instructions in accordance with the Contract in compliance with the Principal's directions. The Principal's directions shall be lawful, feasible and specific.

2.2. The Agent has the right to enter into sub-agent contracts with a third party for the purpose of executing the Contract, remaining responsible to the Principal for the actions of the sub-agent.

2.3. In relations with customers, the Agent shall indicate that he is acting in the capacity of an Agent, referring when necessary to the existence of the Contract. Contract terms are not subject to disclosure in the process.

2.4. The Agent may be any person, who meets the terms in p. 1.2 of the Contract and who has paid for the Business Service Package Partner.

2.4.1. Service for the Business Service Package, indicated in p. 2.4 of the Contract, is included in its cost for a period of: 1 (one) year after which the Agent is to pay for the cost of these services which constitutes 100% of the total cost of the corresponding Business Service Package.

2.5. The Agent does not have the right to take part in activity similar to activity under the Contract, on instructions of the Principal's competitors, or to be financially involved in implementing such activity in territory where the Contract is in effect with respect to competitors' products for one month from the day the Contract is terminated.

2.6. The Principal shall:

2.6.1. Accept the Agent's orders and other documents without delay.

2.6.2. Deliver Products for orders placed by the Agent by the deadline indicated in the order;

2.6.3. Provide the Agent with promotional materials necessary to fulfill the Contract.

2.6.4. Pay the Agent compensation for services provided in the amount and under the procedure established by the Contract.

2.7. The Principal has the right:

2.7.1. To fulfill his obligations, indicated in paragraphs 2.6.2–2.6.4, directly or through an authorized individual or representative office indicated at http://www.intway.com.

3. PAYMENT PROCEDURE

3.1. Compensation of the agent is calculated and deposited into the Agent's personal account on the basis of the number of agreements and contracts entered into with customers and the Principal with the participation of the Agent in accordance with p. 2.1.1 of the Contract immediately after the fulfillment of terms, set forth in p. 3.2 of the Contract.

3.1.1. The amount of compensation is determined by the Principal based on the jobs actually completed by the Agent on the basis of the Principal's Global Bonus Program, set forth on the web page http://www.intway.com/business.aspx.

3.2. The basis for paying compensation to the Agent is the receipt from the customer (as a result of the sale of the Principal's Products by the Agent) to the Principal's account or cash desk, of payment amounts for the Principal's Products.

3.3. Compensation is calculated and paid out to the Agent in accordance with p. 3.1 of the Contract in one of the following methods:

– non-cash account (by way of transferring compensation to the Agent's account);
– deposit to the Agent's personal account (internal payment system of Intway World Corporation).

3.3.1. Payment for the Principal's materials and services, indicated in the Contract, takes place via noncash payment (by way of transferring payment amounts to the Principal's current account).

3.4. Upon agreement by the Parties the procedure of payment of compensation to the Agent may be changed.

3.5. Currency deposited by the Principal into the Agent's personal account by the internal payment system of Intway World Corporation is an internal accounting unit of the Agent's accounts receivables and other mutual obligations with respect to which the Agent may freely employ rules of changing individuals in the obligations (including in relations with customers) in compliance with standards of applicable law (p. 7.1 of the Contract) and national law under the jurisdiction of which the Agent is located.

3.6. Payment and deposit of compensation into the Agent's personal account and reciprocal payments with the Principal are implemented and recorded on the personal operational cataloging asset management portal - Back Office of the Agent, for which service the Agent pays.

4. RESPONSIBILITIES OF THE PARTIES

4.1. In the event of non-fulfillment or improper fulfillment of obligations according to the Contract by one of the Parties the Party at fault shall pay damages to the other Party caused by such non-fulfillment.

4.2. Non-fulfillment by one of the Parties of the terms of the Contract which leads to material losses for the other Party entails fine sanctions to be applied against the Party at fault in the amount of damages caused and may serve as a basis for early termination of the Contract by the initiative of the innocent Party.

4.3. The Agent is not liable to the customers (users) for the non-fulfillment or improper fulfillment by the Principal of his obligations to deliver (transfer) goods and provide services which are not a subject of the Contract (p. 1.1.3).

5. FORCE MAJEURE CIRCUMSTANCES

5.1. The Parties are not responsible for partial or total non-execution of Contract obligations if this non-execution is a consequence of the effect of circumstances of acts of God (force majeure) which occur after the Parties enter into the Contract. Force majeure circumstances are understood to be natural disasters, war and military action of any kind, strikes, civil unrest and other events and circumstances of an extraordinary nature which the Parties could not foresee and prevent.

5.2. In the event of the occurrence of circumstances indicated in p. 5.1 of the Contract, each Party shall, without delay, inform the other Party about it in writing. The notification must include information about the nature of the circumstances and official documents attesting to the existence of these circumstances and, whenever possible, provide an assessment of their influence on the fulfillment of obligations by the Party in accordance with the Contract.

5.3. In the event of the occurrence of circumstances indicated in p. 5.1 of the Contract, the deadline for each Party to fulfill obligations in accordance with the Contract is postponed commensurate with the time that these circumstances and their consequences are in effect.

5.4. If the occurring circumstances indicated in p. 5.1 of the Contract and their consequences continue to be in effect for more than 6 (six) months, the Parties shall conduct additional discussions to identify acceptable alternative ways to execute their Contract obligations.

6. CONFIDENTIALITY

6.1. Contract terms and other concomitant information, are confidential. The parties shall not disclose any information which becomes known to them in connection with fulfilling the terms of the Contract.

6.2. The Agent shall preserve the secrecy of information about the Principal's business partners and business deals into which they enter which becomes known to him in connection with the fulfillment of the terms of the Contract even after the Contract is no longer in effect.

7. PREVAILING LAW. DISPUTE RESOLUTION

7.1. The contract is subject to the laws of the British Virgin Islands.
The Agent unconditionally:

a) agrees that British Virgin Islands courts have the right of exclusive jurisdiction, which determines any legal proceedings with respect to the Contract;
b) is subject to the jurisdiction of British Virgin Islands courts;
c) waives any protest with respect to a trial in any such courts and agrees to never lay claims in regard to the fact that such trials are in an inconvenient location or that they don't have legal effect with respect to the Agent.

7.2. The rights of the Principal in accordance with the Contract are additional to the rights established by law (p. 7.1 of the Contract).

8. CONTRACT TERM, CHANGES AND TERMINATION OF CONTRACT

8.1. The Contract goes into effect from the time that the Agent fulfills the terms indicated in p. 2.4 of the Contract and is in effect for one year. The Contract is to be extended by the procedure indicated in p. 2.4.1.

8.2. The Principal has the right to cancel the execution of the Contract at any time by sending notice to the Agent by any convenient means of communication (mail, telephone, fax, e-mail, etc.) 15 days prior to the proposed date of cancellation of the Contract. In the event of cancellation of execution of the Contract the Principal shall, within 15 days after sending notice to the Agent, complete all settlements of payment with the Agent for the actual work he has completed.

8.3. The Agent has the right to cancel the execution of the Contract by notifying the Principal by any convenient means of communication (mail, telephone, fax, e-mail, etc.) 15 days prior to the proposed date of cancellation of the Contract.

8.4. The Agent, when canceling the execution of the Contract (for the reason that the Principal has violated the Contract), retains the right of compensation for services provided by him prior to the termination of the Contract and also to reimbursement for expenses incurred up to that time.

9. FINAL PROVISIONS

9.1. In all else that is not stipulated by the Contract, the Parties are governed by current rules of substantive law in accordance with the terms indicated in p. 7.1 of the Contract.

9.2. The Contract consists of two copies (one each for each Party) and two languages (English and Russian), which have equal legal force and is effective from the date of signature.

9.3. Messages and notifications between the Parties are to be sent by any convenient method of communication (mail, telephone, fax, e-mail, etc.), which allows the sender to be determined with certainty.

10. ADDRESSES AND CONTACT DETAILS OF THE PARTIES

PRINCIPAL:

Intway World Corporation, reg. number 662499
3321, Road Town, Tortola, British
Virgin Islands
Tel.: +1-916-914-2212
Fax: +1-916-914-2000

An authorized representative _______________
Kopaeva G.V.

AGENT:
_____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________

AGENCY CONTRACT No. ________ To search for customers (users) for the Principal's products and services