THIS PAYMASTER AGREEMENT (this "Agreement") is made and entered into as of 
field.(the "Effective Date") by as identified by passport number or corporate documents (the "Client"), and William G Hicks PA , a New York licensed attorney having an office at 7208 W Sand Lake Rd, Suite 305, Orlando, Florida 32819 as paymaster (the "Agent").
WHEREAS, Client has negotiated certain Agreements, pursuant to which Client shall receive funds. Agreement(s) shown in Schedule "A" to this Agreement (the "FPA");
WHEREAS, the FPA provides that the funds shall be deposited into the Agents paymaster account to be held and distributed by the Agent;
WHEREAS, the execution and delivery of this Agreement is a condition to the parties' obligations;
WHEREAS, pursuant to the FPA, Client shall receive the Funds as indicated in Schedule "A" hereof into the paymaster account with Agent to secure certain payment obligations on the terms and subject to the conditions of this Agreement.
WHEREAS, the paymaster Fund shall be distributed as per the terms of Schedule "B" to this Agreement and subject to the conditions hereof.
WHEREAS, Agent has agreed to act as Agent and to accept, hold and disperse the Paymaster Funds on the terms and subject to the conditions of this Agreement and Funds Schedule "C".
The Parties therefore agree as follows:
1. Designation of Agent.
The parties hereto hereby appoint Agent to act as Paymaster and to accept, hold and disburse the Paymaster Funds on the terms and subject to the conditions of this Agreement, and Agent hereby accepts such appointment pursuant to such terms.
2. Deposit of Paymaster Funds.
A. Upon execution of this Agreement, Funds shall be timely deposited into the Paymaster Account of the Agent (hereinafter referred to as the "Paymaster Account") and the funds contained therein hereinafter collectively referred to as the "Paymaster Funds").
B. Agent will hold and maintain the Paymaster Funds in the Paymaster Account, upon the terms and conditions set forth in the Agreement and shall not disperse all or any portion of the Paymaster Funds from the Paymaster Account except as expressly provided herein.
3. Disbursement of Paymaster Funds.
A. At any time and from time-to-time prior to termination of this Agreement, Client ("Requesting Party') in accordance with the terms of this Agreement shall deliver to the Agent instructions to disperse Funds, a "Disbursement Notice" and shall constitute a claim by Client for release of the Paymaster Funds as per this Agreement.
4. Authority of Agent and Limitation of Liability.
A. In acting hereunder, Agent shall have only such duties as are specified herein and no implied duties shall be read into this Agreement, and Agent shall not be liable for any act done, or omitted to be done, by it in the absence of its bad faith, negligence or misconduct.
B. Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, and may assume the validity and accuracy of any statement or assertion contained in such a writing of instrument and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so (unless there is a reason to be believe otherwise).
C. In the event Agent receives conflicting instructions hereunder, Agent shall be fully protected in refraining from acting until is shall be given a Joint Instruction which eliminates such conflict or instruction by a final and non-appealable order or judgement of a court of competent jurisdiction or other authority.
D. Agent may resign as Agent, and upon its resignation, shall thereupon be discharged from any and all further duties and obligations under this Agreement, other than its obligation to hold and deliver the Paymaster Funds to the Substitute Agent (defined below), by giving five (5) days prior notice in writing of such resignation to Client, which notice shall specify a date upon which such resignation shall take effect. Agent may be removed and replaced on five (5) days after receiving or delivering the foregoing notice from or to Agent, as the case may be, appoint a substitute Agent (the "Substitute Agent"), which Substitute Agent shall, upon its appointment and notice of such appoint to Agent, succeed to all of the rights, duties, and obligations of Agent hereunder. In the event Client shall not have delivered to Agent a written appointment of Substitute Agent within the aforementioned five (5) day period, together with the consent to such appointment by the Substitute Agent, Agent may apply to a court of competent jurisdiction or other authority to appoint a Substitute Agent, and the costs of obtaining such appointment shall be reimbursable from the Paymaster Funds.
Representations and Warranties.Client makes the following representations and warranties to Agent (as applicable).
E. They are duly organized, validly existing, and in good standing, under the laws of the state or country of its formation or incorporation or in personal capacity, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
F. This Agreement has been duly authorized by all necessary action, including any necessary member or shareholder approval, has been executed by its duly authorized officers, or duly authorized individual and constitutes its valid and binding Agreement enforceable in accordance with its terms.
G. The execution, delivery, and performance of this Agreement will not violate, conflict with, or cause a default under its articles of formation or incorporation, operating agreement or bylaws or other organizational document, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject.
5. Notices.
Any notice or communications required or permitted pursuant to any provision of this Agreement shall be in writing, and sent, via recognized international courier service, Fedex, DHL or UPS, prepaid with delivery receipt, to the applicable address set forth in the first paragraph of this Agreement. Such notice shall be considered properly delivered one (1) business day after the delivery date of such.
6. Termination.
This Agreement will terminate upon the disbursement of all of the Paymaster Funds in the Paymaster Account, in accordance with this Agreement, by the Agent.
7. Governing Law; Waiver of Jury Trial.
This Agreement shall be construed under and governed by the laws of the State of New York. EACHOF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS RESPECTIVE AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
8. Severability.
If, in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable by any court of competent jurisdiction or other authority, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting its application to other parties or circumstances. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be restricted, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.
SIGNATURES:
Client Signature
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Agent Signature
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William G Hicks (Authorized Signatory)
Attorney William G Hicks PA