SALES AND ADVICE TERMS

Between the AGC company, below mentioned "the supplier" and his cocontracting parties below called mentioned "the customer".

ARTICLE 1 : AGREEMENT FORM

The supplier intervenes with the customer on inquiry written sent by mail or by fax.

ARTICLE 2 : SUPPLIER'S OBLIGATIONS

The supplier undertakes to respect the strictest professional secret towards the business, the informations and the details which are communicated and entrusted to him by the customer.

The supplier is considered a simple obligation of means as all the services of advice which he will deliver in the exercise of his activity, except for cases he will be in charge of carrying out a precise act or a formality for the customer. He will then be held by a firm commitment undertaking.

ARTICLE 3 : BILLING MODES

The supplier uses various modes of invoicing which are unanimously determined between the parties during the conclusion of contractual relations.

The choice of a mode of invoicing is not irreversible. It can be modify once for the same service or the same contract.

On one hand, "la régie" is represented by fees charged a posteriori according to the work time.

On the other hand, a package determined by a price fixed in advance, being clarified that this mode of invoicing concerns the missions which are easily computable. The fixed price may engender a supplementary invoicing if an unforeseen or unknown element originally arises during the mission.

Finally the supplier can propose with or without other modes of invoicing the system of the success fees which concerns more complex or uncertain business.

ARTICLE 4 : OTHER FEES

Additional costs can BE addED to the basic invoicing. It is a question:

Traveling costs which are booked according to the french kilometric table following :

0,505 € per kilometre (corresponding to an engine rating of 6 CV - fiscal table for 2006).

Other costs engaged within the scope of missions (restaurant, hotel, parking, etc.) are paid off by the customer on documentary evidence of the supplier.

ARTICLE 5 : PAYMENT

A 30 % deposit is asked to the customer by the supplier during the conclusion of a contract or a mission. This deposit intended to cover the first costs of the mission can also become a guarantee in case of failing of payment of the customer.

The payment of invoices must be made not more than 15 days after billing.

Any delay in payments entails the application of a legal rate interest (2,11 % for 2006). This interest is raised by five points as from the sending of a formal demand by simple letter.

ARTICLE 6 : AGREEMENT RESOLUTION

Any absence of payment of the customer without serious motive, in the month which follows a formal demand entails the resolution of the agreement in its exclusive disadvantages and the conservation of the deposits by the supplier as damages.

ARTICLE 7 : DISPUTE– COURT COMPETENCE

Before any dispute, the parties undertake to find an deal. In no way, the negotiation of the aforementioned agreement should exceed a period of two months as from the date of maturity of the invoice remained unpaid.

Crossed this period, any dispute engaged by a party will be the exclusive competence of the courts of the Nièvre County - France when the contractant party will have its head office in this county or in a bordering county and some exclusive competence of the courts of LILLE, PARIS, STRASBOURG, RENNES, CLERMONT-FERRAND, LYON, TOULOUSE and MARSEILLE in the other cases, being clarified that the choice of the court will be determined by the nearness of the customer head office with one of the above-mentioned cities.