Agency Agreement

Between:
MAGALLANES FORWARDER CHILE S.A.
Ahumada 312, Office 228,
Santiago, Chile, Sud Am├ęrica.
FAX : 56 2 664 16 35
E-MAIL : info@magallaneschile.cl
Hereinafter MFCH ",
and

Name: __________________________________________________  
Address __________________________________________________  
Country __________________________________________________  
City: __________________________________________________ Hereinafter "Agents Country"
Fax: __________________________________________________  
Email: __________________________________________________ Hereinafter "AGENT"


Both parties agree to engage in the International Freight shipments business and mutually agree as follows:

Exclusivity

MFCH agrees to cooperate on a non-exclusive and non-binding basis with the AGENT for air and ocean shipments from Chile to the Agent's Country for two (02) years.

The AGENT shall cooperate with MFCH on a non-exclusive basis and non-binding without obligatory regarding air and ocean shipments from the Agent's Country, as well as all exported shipments from Chile and delivered in accordance with the home basis.

MFCH must inform the other members of their network on this agreement with the AGENT. The AGENT will be allowed full access and use of the network. The AGENT is not allowed to identify himself as MFCH, only as an AGENTE OF MFCH.

Responsibility

Each party agrees to consign all consolidated shipments as well as direct shipments, as a master airway bill or bill of ladings.

Each party agrees to do everything possible to assure that both freight and documents are in order, pre acceptance is done at destination, reporting any discrepancies, shortages or damage to the carrier or agent, by filing a preliminary form of claim , when appropriate.

In the event that the merchandise is consigned to the bank order, each party agrees to hold the shipment until the corresponding bank delivers the documents that it has received.

Shipping Expenses

Shipping expenses must be paid to the carrier at its origin, unless otherwise mutually agreed to it in advance. For shipments made on a collect basis, the amounts to be paid is responsibility of the originator, and the destination party responsible for collecting these costs and are included in the amount of settlement. If the destination party chooses to give credit to the agents, then this party assumes full responsibility for the payment due or losses incurred of as a result of non-payment by the client. Additionally, it is agreed that under no circumstances non-payment will happen nor will short term monthly payments not be reconciled.

Settlements of Accounts

Each party shall send, by courier, a monthly statement of accounts together with all copies of the credits and debits notes for each item listed on your monthly statement. This must be received by the other party before 7th calendar day of the following month.

The amounts of the monthly against conciliation will be obtained by printing the balances that each party owes to the other. The party who is net payable, after printing, starts paying the other. Payment will be made in the currency of the receiving party.

For contra settlement purposes, the parties will agree to use an average exchange rate before the end of the settlement. This will be an average of the weekly exchange rates in effect for the month to be settled.

All payments will be made before the last day of the following month to be settled through a bank transfer to the party in payable position.

This settlement procedure is according to the rules of each country. MFCH assumes no responsibility for settlements with any other member of its overseas network .

Sales and Marketing

Each party agrees to actively exchange information on sales and marketing as it relates to traffic between the Agent┬┤s Country and Chile. Each party agrees to provide the other current NET / NET rates. Sales rates sales should always be shown in the sales planning and routing orders.

Profits

MFCH will pay the AGENT 50% of the profits on all airfreight and sea shipments from Chile to the Agent┬┤s Country.

The AGENT will pay MFCH 50% of the profit on all airfreight and sea shipments from the Agent┬┤s Country to Chile.

The profits from the consolidation of air and ocean freight is defined as follows: the total of all gross income of HAWB or House freight bill of lading less the net cost of freight for the MAWB or master bill of lading, taking into account all legal commissions, rebates and incentives.

The profit of a direct air or ocean freight shipment is defined as follows: Gross freight amount billed to the costumer less the net MAWB bill of lading or the freight cost, taking into account all legal commissions, rebates and incentives.

The enactment of a profit split is the obligation of the origin party. Credit notes for profit splits will be issued no later than 30 days after the date of shipment.

The costs of storage and transportation of containers for export shipments are to be paid by the party at origin.

Importing expenses for unloading containers, warehousing and the volume of space will be paid by the party at destination. These expenses are excluded from the profit split calculation.

The exception to the above would be in the case where the point of origin on HAWB or House Bill of Lading is different from the point of origin on the MAWB or master bill of lading, also known as "door-airport " shipments. In such cases, transportation costs to the point of departure as MAWB or master bill of lading will be applied to the net cost. If the destination of the HAWB or House Bill of Lading is higher of what appears on the bill of lading MAWB or Master, or a shipment "airport-gate", these transport costs to the final destination and of HAWB or bill of lading House will be billed back by the party at destination to the party at origin at 50% of the net cost.

In the case of "door to door" shipments, transportation costs from the origin to the airport of departure and destination airport to the final destination will be handled as outlined above.

Insurance

Each party warrants that responsibility insurance coverage remains valid, for current freight transport for the consolidation of either the house air waybills or house ocean bills of lading issued for shipments house between the Agent┬┤s Country and Chile.

Coverage should include the settlement of well-founded claims and the defense of unfounded claims made against either party. Such coverage shall be governed by the Warsaw Convention, with a maximum liability of U.S. $20 per kilogram for air shipments and US$ 500 per manifested objects when shipped by ocean carrier.

Each party shall provide, upon request, the name and address of its liability insurance representative located in the other parties' country.

Terminations

This agreement may be terminated by either party, after 45 days receipt of written notice sent by certified mail.

Upon termination of this Agreement, each party must make an effort to settle pending accounts as provided in the Settlement Accounts paragraph of this agreement.

Jurisdiction

The agreement is governed by the laws applicable in Chile and in the AGENT┬┤S location, prevailing the first ones.

_________________________ _________________________
Legal Representative
Agent
Legal Representative
MAGALLANES FORWARDER CHILE S. A.
Magallanes Forwarder Chile S.A. Dise├▒o web: Portafolioweb