SERVICES AGREEMENT

VENEZOLANA DE CONTROL INTERMODAL SRL, a society with restricted liability organized

and existing under the laws of ________________ as society number ________, and having its registered
office situated at ______________________ (hereinafter referred as to “VECONINTER”) represented by
________________, _________ Citizen, of legal age and holder of the Passport Nº ___________,
proceeding herein in the capacity of ____________, as party of the first part; and as party of the second
part __________________, a society with restricted liability organized and existing under the laws of
________________ as society number ________, and having its registered office situated at
______________________ (hereinafter referred as the “_______________”), represented by
______________, __________ citizen, of legal age, and holder of the Passport Nº ___________,
proceeding herein in the capacity of ____________.

FIRST. SERVICES AND DESIGNATION

_______________ hereby designates VECONINTER as its billing and collection services company for
the demurrage, detention and damages caused from the use of the intermodal equipment property of or
leased by ___________, including: containers, trailers, reefers, chassis, bogies and their parts,
components or accessories, within the jurisdiction of the Territory (hereinafter referred as the “Services”).
The Services, scope and the Territory are defined in Annex “A”, which forms an integral part of this
agreement. Furthermore, VECONINTER shall perform the Services in a prompt, diligent, efficient, and
fair manner.

For purposes of this agreement the words “demurrage,” “detention,” “damages,” containers,” “trailers,”
“reefers,” “chassis,” and “bogies” will have the usual meaning they have in maritime law and foreign
trade matters.

It is further agreed by the parties that for purposes of rendering the Services that: (i) ______________
will consult with VECONINTER and shall, if necessary, in _____________ sole discretion, implement,
file, and/or amend provisions of applicable _____________ tariffs, service contracts and/or other
agreements in effect with its customers during the duration of this agreement to promote the clarity and
proper application to _____________ customers of container demurrage and detention rules and
provisions; (ii) ______________ will, in its sole discretion determine whether to hold release, if
applicable, of its equipment to customers appearing on the VECONINTER delinquent list; (iii) the
___________ will, within a reasonable time period, give approval to the designated _________________
terminal operator for the release of any import container upon satisfying itself that the consignee in
respect of the said container is not owing any charges to the line provided that VECONINTER shall make
a determination as to whether or not such charges are owing within four (4) working hours of receiving a
request from either the consignee, __________ or the agent to issue its said approval; and (iv)
__________ may at any time during the duration of this agreement engage VECONINTER to provide
services hereunder for any other trade name services which may be operated by __________ in the
covered trades.

Any modifications to the scope of the Services described in Annex “A”, which forms an integral part of
this agreement, shall be convened by the parties in writing.
SECOND. OBLIGATIONS OF VECONINTER

2.1 For the purpose of performing the Services, VECONINTER shall maintain an office in the city of the
Territory mentioned in Annex “A”, which forms an integral part of this agreement, with the
possibility of establishing additional local offices to enhance the data handling and provide
flexibility to the follow-up systems for the equipment recuperation and collection.

2.2 VECONINTER shall hire all personnel required for the performance of the Services at its own
expense and such personnel will be under its direct direction. Based on the foregoing,
VECONINTER will comply with all applicable laws regulations and ordinances according to
each jurisdiction where the Services are provided.

2.3 In the performance of the Services, VECONINTER shall follow any and all specific written
instructions rendered by ____________.

2.4 VECONINTER shall provide all reports to ___________ as described in Annex “C”, which
forms an integral part of this agreement. VECONINTER shall provide on-line access to personnel
authorized by _____________ to access real-time reports regarding VECONINTER’s activities.
The parties may mutually agree on the issuance of additional reports for an agreed-upon
additional price.

THIRD. OBLIGATIONS OF “______________”

3.1 _____________ and its respective officers, employees, agents, and representatives shall take
reasonable measures to cooperate with VECONINTER in the performance of the Services.

3.2 ______________ shall provide to VECONINTER by electronic transmission or other means mutually
agreed upon by the parties, with all manifest data, gate logs and such other relevant documents,
including bills of lading, manifest, discharge lists, among others, and information in the
possession of ______________, or any of its agents which may be required for the performance
of the Services within a reasonable amount of time.

3.3 _______________ shall take reasonable measures to establish procedures to consult with
VECONINTER in order to assist VECONINTER in the performance of the Services.

3.4 Unless sooner terminated by either party during the duration of this agreement, ____________
will not execute or sign another agreement with another collection company for Services in the
Territory only and specifically for uncollected charges related to demurrage and detention.

FOURTH. CONSIDERATION

The parties have agreed that the consideration for the Services will be the commission described in Annex
“B,” which forms an integral part of this Agreement.

FIFTH. TERMINATION

5.1. Causes to terminate this Agreement will be:

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5.1.1. If either party defaults under its obligations, in whole or in part, with respect to this Agreement or
to any obligations derived from its execution and/or fulfillment and does not correct said default within
fifteen (15) days of the date on which the other party receives notice of its non fulfillment, then the non-
defaulting party may terminate this Agreement upon the expiration of the aforementioned period.

5.1.2. If either party is judicially declared in arrears or bankruptcy, then the other party may immediately
terminate this Agreement.

5.1.3. If either party undergoes a judicial attachment measure, seizure or similar measure over all or part
of its assets and this measure is not lifted within forty-five (45) days of the date of such attachment,
seizure, or similar measure, then the other party may terminate this Agreement upon the expiration of the
aforementioned period. Notwithstanding the foregoing, nothing herein shall excuse VECONINTER from
providing payment to ___________ for any sums collected in connection with the Services.
VECONINTER agrees that, regardless of whether this Agreement is terminated due to measures
described herein being taken against it, VECONINTER shall pay _______ any and all sums owed under
this Agreement within sixty (60) days of any such termination.

5.1.4. If either party is absorbed or merges with another company, assigns all or a substantial portion of
its assets, sells for any reason, mortgages, pledges, binds in antichresis, or in any way affects its assets in
such an amount as to markedly decrease its solvency, then the party whose assets have not been so
affected may immediately terminate this Agreement.

5.1.5. If either party defaults under this Agreement by assigning in any way, in whole or in part, any of its
rights and obligations under this agreement, without express authorization from the other party, then the
non-defaulting party may terminate this Agreement.

5.2 If a force majeure event renders either party incapable of performing its obligations under this
Agreement, then the parties agree that the terms set forth in Section 11 shall govern the termination of this
Agreement.

SIXTH. REPRESENTATIONS AND WARRANTIES

The parties hereby make the following representations and warranties, made on the date hereof, and shall
survive during the duration of this agreement:

6.1. Status. The parties are duly organized and validly existing under the laws of their domiciles.

6.2. Authority. The representatives of the parties have the legal right, power and authority to enter into
this Agreement. The execution of this Agreement has been duly authorized by all necessary corporate or
other action of the parties and this Agreement constitutes a legal, valid and binding obligation of the
parties, enforceable against each party in accordance with its terms.

6.3. Legal Compliance. The parties are now and have been in all respects in compliance with all laws,
regulations, orders and permits of all competent authorities or agencies in their domiciles and in the
Territory.

6.4. Restrictions. The execution of this Agreement will not conflict with or result in a breach of any laws,
regulations, orders and permits, any court order, consent decree, agreement or permit to which the parties
are subject or a party, or of the provisions of their Bylaws.

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6.5. Government Approvals. No special actions, consent or approval of, registration or filing with, or any
other action by, any authority will be required in connection with this Agreement.

SEVENTH. ASSIGNMENT

This Agreement may not be assigned or transferred in whole or in part by any of the Parties without prior
written consent from the other Party.

EIGHTH. CONFIDENTIALITY

VECONINTER understands and agrees that it shall be in receipt of or exposed to _______________

and/or its subsidiaries and/or parent company information that is confidential and proprietary.
VECONINTER agrees to keep all such information confidential. [Confidential Information includes, but
is not limited to, (i) the terms of this Agreement; and (ii) any other information, communication or data, in
any form, including, but not limited to oral, written, graphic or electronic forms, which _____________
identifies as confidential or which is of such a nature that VECONINTER should reasonably understand
that ____________ desires to protect such information against unrestricted disclosure or use, including
without limitation, business information, financial data and marketing data, (Collectively, “Confidential
Information”)]. Confidential Information does not include information which is generally known to the
public (other than through authorized disclosure).

VECONINTER agrees that during the Term of this Agreement and thereafter (i) it will use Confidential
Information belonging to __________ solely for the purpose(s) performing the Services under this
Agreement and (ii) it will take all reasonable precautions to ensure that it does not disclose without
____________ prior written consent Confidential Information belonging t o _____________ t o any third
party other than the VECONINTER’s employees, sub-contractors and/or agents (collectively, “Staff”) on
a need-to-know basis and to Staff who are bound by obligations of nondisclosure and limited use at least
as stringent as those contained herein. VECONINTER is responsible for any breach of the confidentiality
provisions of this Agreement by its Staff. All Confidential Information shall remain the sole property of
____________ a nd no license under any trade secrets, copyrights, or other rights is granted under this
Agreement or by any disclosure of Confidential Information under this Agreement. Upon
____________’s request, all Confidential Information made available under this Agreement, including
copies of Confidential Information, must be promptly returned to ____________ or destroyed. For
Confidential Information that does not constitute “trade secrets” under applicable law, these
confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.

In the event VECONINTER is required to disclose any Confidential Information by order of a court or
any government agency, by law, regulation, judicial or administrative process, or in accordance with
applicable professional standards or rules, VECONINTER shall: (i) give prior written notice of such
disclosure to ___________ (if legally permitted to do so) together with a copy of the material proposed
to be disclosed; (ii) reasonably cooperate with ___________ at its request t o limit such disclosure or
to obtain a protective order; and (iii) in the absence of a protective order or other remedy, disclose only
that portion of the Confidential Information that is legally required to be disclosed and assure that, if
applicable, confidential treatment will be accorded the disclosed information.

NINTH. INDEPENDENT CONTRACTOR

In furnishing Services hereunder, VECONINTER shall be acting as an independent contractor in relation

to the ____________. Neither party shall have the right to act in a manner that will obligate or bind the

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other, in any manner, whatsoever nor nothing contained herein shall give, or is intended to give, any
rights of any kind to any third person. Neither VECONINTER nor any personnel employed by or
affiliated with VECONINTER for the benefit of ______________ shall be considered as having
employee status at the ___________. In the event any employee or agent of VECONINTER is declared
to be an “employee’” of _ _ _ _ _ _ _ _ _ _ , V E C O N I N T E R shall indemnify, defend and reimburse
___________ and hold it harmless from and against any obligations imposed on __________ to pay
withholding taxes, social security, unemployment or disability insurance or similar employee benefits,
401, program matching, retirement account contributions, tax or other compensation items in connection
with any payments made to VECONINTER by ____________ pursuant to this Agreement on account of
VECONINTER or its employees. The parties are not entering into a partnership or joint venture under
this Agreement.

TENTH. FORCE MAJEURE

VECONINTER shall be excused from performing its obligations under this Agreement, if and for so long
as such performance is hindered or prevented by riots, strikes, wars (declared or undeclared),
insurrections, rebellions, terrorist acts, civil disturbances, dispositions or orders of governmental
authority, whether such authority be actual or assumed, government inaction, acts of God (other than
weather conditions), or by any other act, cause, event or circumstance which is reasonably beyond the
control of VECONINTER, such acts, causes, events or circumstances being herein sometimes referred to
as “Force Majeure.” If any failure to perform is occasioned by a governmental law, rule, regulation,
disposition or order as aforesaid and VECONINTER is operating in accordance with good industry
practice in the area of operations and is making reasonable efforts to comply with such law, rule,
regulation, disposition or order, the matter shall be deemed beyond the control of VECONINTER. In the
event that VECONINTER is rendered unable, wholly or in part, by any of these causes to carry out its
obligations under this Agreement, as determined by __________ after consulting VECONINTER, then
_____________ may terminate this Agreement upon providing VECONINTER with sixty (60) days
advance written notice of such termination. _____________ notwithstanding the foregoing, no force
majeure event shall excuse VECONINTER from providing payment to _____________ for any sums
collected in connection with the Services. In the event that a Force Majeure event delays the Services or
leads to the termination of this Agreement, VECONINTER shall pay ___________ any and all sums
owed under this Agreement within fifteen (15) days of the date set forth in any written notice of
termination by _____________ or any written request by _____________ for payment.

ELEVENTH. INDEMNITY

Each party shall hold the other party harmless from any judicial or administrative claims, by concept
labor social security or tax, that the personnel of either party may have against the other by virtue of an
alleged employment relationship; or in any case of claims, actions and/or demands of third parties,
including attorneys' fees, expenses and court costs, which either party may suffer under this contract. This
obligation shall prevail even after the termination of this contract .
VECONINTER shall indemnify and defend ____________ and its parent companies, subsidiaries,
affiliates, directors, officers, employees, attorneys, and agents from and against any and all claims,
actions, suits, demands, injury, losses, or damages (collectively, “Claims), including attorney’s fees and
expenses incurred in responding to such Claims, that ___________ and its parent companies, subsidiaries,
affiliates, directors, officers, employees, attorneys and agents may suffer or incur arising out of, or in
connection with, the negligence, willful misconduct or breach of any representation, warranty, or other
obligation under this Agreement by VECONINTER or any of VECONINTER’s employees, agents, and
servants. The duties and obligations under this Paragraph shall survive termination of this Agreement.

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TWELFTH. NOTIFICATIONS
Without prejudice to any judicial notification mechanism, all notifications in accordance with this
Agreement shall be given through a letter sent by courier, e-mail, fax or hand-delivery. The notification
will be effective as of the date on which the letter is delivered by the courier or is hand-delivered or, if
sent by fax, when the party sending the notification receives an acknowledgement of receipt from the
other party through the same channel. Unless otherwise set forth in writing through a notification given in
accordance with this clause, the notifications the parties must make to each other under this Agreement,
will be sent to the following addresses:

To VECONINTER: Mr. _________________

Corporate Office
VECONINTER, C.A.:
Address: ___________________________.
E-mail: ___________________________.

To ___________: Mr. ______________

Corporate Office
________________________________
Address: ________________________
E-mail: _______________________

It is understood by the parties that all communications and reports provided in this Agreement shall be
directed to the individuals mentioned herein.

THIRTEENTH. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties in connection with the subject-matter
hereof, and supersedes any and all prior agreements or understandings of the parties. This Agreement may
not be modified or terminated except in a writing signed by both parties, or by their proper successors or
assignees. The parties understand that the provisions of this agreement shall be applicable to the extent
permitted by local law in the jurisdiction or jurisdictions in which this agreement will be enforced.

FOURTEENTH. DURATION

Unless sooner terminated in accordance with the terms of this Agreement, the duration of this Agreement
shall be ____ (___) years from the date this Agreement is executed by both parties. This Agreement will
be automatically extended, for annual periods, unless one of the parties gives written advance notice sixty
(60) days prior to the expiration date provided for herein or of one of the extensions.

FIFTEENTH. VENUE APPLICABLE LAW & NON-JURY TRIAL

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida
(without regard to conflicts of law).  The parties further agree that any controversy or claim arising out of
or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the
International Center for Dispute Resolution (or) American Arbitration Association in accordance with its
International Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be
Miami, Florida, United States of America. The language of the arbitration shall be English.

SIXTEENTH. NO WAIVER

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No waiver of any of the terms and conditions hereof shall be effective unless in writing and signed by the
party against whom such waiver is sought to be enforced. Any waiver of the terms hereof shall be
effective only in the specific instance and for the specific purpose given. The waiver by a party of any
breach of any obligation shall not be deemed to be a continuing waiver of such obligation or of any other
obligations.

In witness whereof, the parties sign two original counterparts of this Agreement, at the place and on the
date shown under their signature.

SEVENTEENTH. DUE DILIGENCE IN THE PREVENTION OF MONEY LAUNDERING

Veconinter acknowledges the laws on prevention of money laundering, terrorist financing, illegal
proliferation of weapons of mass destruction and related crimes in all countries where it has operations
and therefore together with xxxxxxxxx understands the importance of having a Know Your Customer
(KYC) policy and practice, that allow the identification of the customer, as well as the final beneficiaries
(in case of the companies). For which purpose xxxxxxxx agrees to implement all necessary measures to
allow Veconinter to perform the necessary validations (additional to those that xxxxxxxxx is obliged to
do) to demonstrate due diligence and avoid the use of the object of this contract as a vehicle or means of
money laundering.

By VECONINTER

_______________________
Name:
Position:
Date:

By: _________________

_______________________
Name:
Position:
Date:

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 ANNEX “A”

TERRITORY #1

(COUNTRY)
Office: All territories

SERVICES

A) VECONINTER shall provide ___________ the following Services:

1. Only those shipments assigned to VECONINTER by ____________ which were transported by

__________ under all of its trade names.

2. Conduct the following: (i) ongoing coordination of ___________ tariff and service contract rules and
charges to VECONINTER computer systems for correct invoicing of demurrage and detention charges to
______________´s customers; (ii) ongoing coordination to VECONINTER computer systems of all
_______________ manifests and gate log in/out data to properly track all equipment in all
______________ locations serviced by contract and (iii) complete computer processing of all equipment
and calculation of all applicable demurrage and detention charges.

3. Produce all demurrage and detention invoices to those assigned _____________ customers covering
any and all charges incurred by ____________ customers within the trades covered by this contract in
accordance with _____________ tariffs, service contracts and/or other agreements applicable.

4. Perform all necessary collection activities as required to collect demurrage and detention invoices from
those assigned _____________ customers. VECONINTER shall take appropriate and lawful measures to
recover for _____________ the amount of all demurrage and detention charges, provided that
VECONINTER will consult with _____________ prior to initiating legal collection actions.

5. Process all collections of demurrage and detention and other related services invoices and remit to
_____________ as provided by this contract.

6. Provide monthly or as otherwise mutually agreed reports as described in Annex “C” herein.

B) In connection with the collection services to be provided by VECONINTER in the course of rendering
the Services, VECONINTER agrees that:

1. All payments for damage, demurrage and detention

All collection payments for damage, demurrage and detention will be done in the name of
VECONINTER, in either in the local monetary currency or US Dollars and the full amount minus earned
commission shall be deposited by VECONINTER into a bank account held by _____________.
VECONINTER shall make monthly deposits into ____________’s bank account on the _____ (___)
working day of each month and said deposits shall correspond to VECONINTER’s collections for the
preceding month.  

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 ANNEX “B”

COMMISSION – FEES -

1. For purposes of providing the Services, VECONINTER will be paid: ________________ percent
(_____%) commission on the collection sums recovered in the above territories 1.

2. Veconinter´s compensation shall be considered earned in any event where: i) Veconinter collects from
XXX customer. ii)  In any event where XXXX arrange its own collection of charge billed by Veconinter
on behalf XXXX and/or decides to grant discounts or waivers from charges billed; iii) In any case, in
which XXXX receives the payment directly from his clientThe consideration for VECONINTER shall be
earned in any event where: (i) VECONINTER collects from a ______________ customer; (ii) in any
event where ___________ requests and/or arranges its own collection of charges billed by
VECONINTER on behalf of ____________. ____________ shall not be required to pay any additional
fees or sales taxes to VECONINTER and shall only be responsible solely for payment of the commission
described hereinabove.

3. If ______________ notifies VECONINTER before the initial issuance of invoices (about changes to
consignee contracts, promotions, VIP clients, among other), there will be no commissions earned. For
discounts or waivers of existing invoices during a given year, VECONINTER will allow _____ waivers
or discounts totalling up to USD $_________. After surpassing this threshold, Veconinter will earn USD
$_________ on any cancelled invoice or waivers during the same given year. The commissions and fees
will be paid based on the amounts recovered monthly, and paid in accordance with the time period and
payment procedure set forth in Annex “A.” ____________

ANNEX “C”

REPORTS

VECONINTER agrees to supply (on a monthly basis within _____ days prior to the end of the month) to
____________ the basic reporting package, which includes accounting reports that show the billing and
collection results which will allow __________ to consistently audit the performance of VECONINTER.

The basic reporting package shall include: (a) Collections by Invoice; (b) Aging; (c) Monthly Gross
Invoicing vs. Collections; (d) Monthly Unit Status Report; (e) Monthly Mobilized Units; (f) Pending
Collections; (g) Credit Notes; (h) Debit Notes.

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