This agreement is made on this day of............., 2001 by and between the parties 
undersigned below and, who are signatories hereto the following agreement(s) :

Commodity :...........................................................................................
Quantity......................................................
Port of Loading............................................
Port of Destination......................................

Name of BUYER ...................................................................................
Address...................................................................................................

As refered to on the Proforma Invoice No....................  date : .................., 2001

1. We, the parties name below, are mutually desirous of working together 
   for the common benefit, the said undersigned parties herewith agree to 
   comply with the following terms and conditions covering the mutual promises,
   assertions and pledges ;
   
   
2. The parties hereto shall keep confidential any information concerning the 
   identity of a business associate or supplier accessed through another party 
   hereto, or any information concerning the business transactions of the said 
   party or affiliate. The parties hereto agree further, not to disclose any 
   information referred to under this clause without the express written 
   permission of the party concerned.
   
   
3. The parties shall not circumvent or attempt to circumvent any business 
   relationship between any other party to this agreement as referred above, and 
   its associate or affiliate in any business transaction or negotiations related to 
   this subject and assure, the other parties hereto that they will not endeavor to 
   alter any established procedures for business transactions.
   
   
4. This parties hereto shall not disclose to third party any name, addresses, 
   telephone numbers, telex or telefax numbers of any business associates, 
   disclosed by a party hereto and if needed to do so, the parties must agree in 
   writing or by mutual trust. The parties recognize that any business relationship 
   between one party and its external business associate or affiliate is exclusive 
   and valuable to the party or parties concerned, and they shall not enter into 
   any direct negotiations or transactions with the external business associate 
   or affiliate of a specific party.
   
   
5. In the event of circumvention of established business relationship or procedures, 
   the offending party is liable to pay all the damages to circumvented party in 
   an amount equivalent to the maximum benefit it may realize from the transaction 
   in question plus any and all justified expenses, including legal expenses incurred 
   in claiming damages from the offending party.
   
   
6. All considerations, commission, benefits, bonds and participations fees 
   received by the other parties to this agreement as a result of their efforts 
   inconnection with any and all of their transactions, hereunder shall be shared 
   by the parties as mutually agreed. Commissions due to individual parties 
   shall be protected for the heirs and beneficiaries when appropriate.
   
   
7. This agreement is valid for a period of ........(....) years from the date entered 
   above and it shall be enforceable in any United Kingdom, USA, Switzerland, 
   or international court, which court shall have sole jurisdiction in the matter 
   referred to it.
   
   
8. This agreement covers the initial contract and any renewals, extensions, 
   rollovers, additions or any new contract between the principal investor their 
   legal authorized assignees and the principal fund managers (principals of 
   these transactions).
   
   
9. Fax transmitted copies of this con-circumvention and con-disclosure agree is 
   deemed to be as good as original, in the courts of U.K., USA, Switzerland, 
   or any international courts, which court shall have sole jurisdiction in the 
   matter referred to it.

In witness whereof the parties hereto acknowledge and have executed this agreement 
on the date entered above under full corporate, legal and personal responsibility and , 
under full penalty of prejury.

Broker : .......................................................(Authorized signature)
Name (in print).............................................
Company....................................................
Address ....................................................

Date...........................................................

Seller :
On of behalf of ............................................(Authorized signature)
Name (in print)............................................
SANDSTONE INTERNATIONAL CO.,LTD.
Bangkok, Thailand

Date..........................................................