THIS AGREEMENT MADE between Whitten Caribbean Real Estate Limited, a company incorporated under the laws of the British Virgin Islands, hereinafter referred to as “Whitten”;  and                                                         , a company incorporated under the laws of                                             herein after referred to as “ the Broker”.

WHEREAS, the Broker is a real estate broker carrying on business in

AND WHEREAS, Whitten may wish to refer prospective purchasers, renters and sellers of property to the Broker in consideration of the Broker paying to Whitten a referral fee for each such referral upon certain terms and conditions.

 NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, THE PARTIES AGREE AS FOLLOWS:

1. Whitten, at its discretion, may provide the name and contact details and any other relevant information available to it to the Broker relating to:

a)      An inquiry received from a prospective renter, purchaser or seller (hereafter referred to as “client” or “clients”) for a property or properties listed or to be listed with the Broker;

b)      An inquiry received from a client for a property or type of property which at the time may not be listed with the Broker;

c)      Any potential rental or sale inquiries of client owned property located within the jurisdiction of the Broker to facilitate the listing of such property with the Broker.

2. The Broker will with regard to any such referral received from Whitten:

      a)  Dealing directly with the client, provide all necessary services relating to the

            negotiation and completion of a purchase, sale or rental of real estate to or for the

            client;

      b)  Provide to Whitten written reports on a regular and timely basis, or when

    requested, as to the status of any transaction involving a client;

c)      Make payment of the referral fee due to Whitten in accordance with the

    provisions set out hereinafter;

d)   Provide to Whitten, a copy of any contract involving a rental, sale or purchase

    of a property by or for a client including details of the commission which the

    Broker is entitled to receive with regard thereto and a copy of the listing

    agreement where applicable;

      e)   Provide, in a timely fashion, details of properties currently for sale or rent and an

            up to date written summary of properties sold, rented or no longer on the market

            so that Whitten will always have a current list of properties that are available

            through the Broker

3. Whitten shall be paid referral fees by the Broker as follows:

4. The full amount of any referral fee is payable forthwith after the transaction has been completed or when the Broker receives its commission or fee whichever shall first occur.

5. The parties shall cooperate with each other by providing information and assistance in a timely manner.

6. For the purposes of this agreement, “client” shall be deemed to include

     a)  the spouse, heir, executor, assign, trustee, administrator, successor, related 

          corporation and affiliated corporation of any party  who has been referred to the

          Broker by Whitten, and

     b)  any corporation which has as a shareholder, officer or director any party

         who has been referred to the Broker by Whitten.

A related corporation or affiliated corporation shall include any corporation where one-half or a majority of the shareholders, directors or officers of the related or affiliated corporation are the same person(s) as the shareholders, directors, or officers of another corporation. This agreement shall be read with all changes of gender or number as required by the context.

7. No party shall represent, act as or hold itself out to be the agent or representative of the other or of any of its affiliates or related companies and each party acknowledges that this agreement establishes the only relationship between the parties. Any breach of these obligations will entitle the aggrieved party to an injunction against and damages from the other party.

8. This agreement may be terminated by either party on at least 30 days written notice to the other party, provided that if any client referred to the Broker by Whitten in accordance with this agreement finalizes a transaction within 365 days from the date of termination which entitles the Broker to receive a commission, Whitten shall be entitled to be paid its fee calculated in accordance with the terms of this agreement. The Broker shall continue to have the obligation to comply with paragraph 2 hereof in relation to any such post termination transactions.

9. The heirs, executors, administrators, trustees, successors and assigns of the parties hereto are bound by the terms of this agreement.

10. This agreement shall be governed by the laws of the British Virgin Islands and may only be amended by a written document executed by both parties.

11. This agreement and any other communications contemplated thereby may be transmitted by means of any electronic system, in which case where signatures are required, they shall be deemed to be original.

Executed at                                           , this              day of                                      , 200

Whitten Caribbean Real Estate Ltd.              

Per: __________________________           

Company:____________________________________________

Address: _____________________________________________

                _____________________________________________

Phone: _______________________________________________

Fax: _________________________________________________

Cell: _________________________________________________

Email: ________________________________________________