PECUNIX PREO AGREEMENT

AGREEMENT dated               2002

PARTIES

PECUNIX INCORPORATED

[                 ] (PREO)

1. INTRODUCTION

1.1 PECUNIX INCORPORATED operates an Internet-based Payment system through the conversion of Fine Gold into digital currency known as PECUNIX, which can be exchanged electronically between Users on the PECUNIX System for the purposes of making or receiving Payments.

1.2 PREO is a Preferred Retail Exchange Operator and a User of the PECUNIX System who has been selected by PECUNIX INCORPORATED to fulfil the function of a PREO on the terms and conditions set out in this Agreement.

2. INTERPRETATION

2.1 Unless otherwise expressly stated the words and expressions referred to in this Agreement shall have the same meaning as set out in the User Agreement and as stated below:

Agreement means the terms and conditions specified in this document.

Issuer means PECUNIX INCORPORATED.

Preferred Retail Exchange Operator or PREO means a fully independent and suitably qualified retailer of currencies including the PECUNIX currency.

Payment means the act of transferring value between PECUNIX User Accounts. Payments are denominated in grams of Fine Gold and transfer the exclusive benefit of that precise mass of Fine Gold measured to an accuracy of one 10,000th of a gram from the transferring User to the receiving User.

PECUNIX means an international digital currency underwritten at all times by a corresponding amount of unencumbered physical Fine Gold held in Allocated Storage within the Repository on behalf of the Users.

PECUNIX INCORPORATED is a registered legal corporate entity of the Republic of Panama.

PREO means a Preferred Retail Exchange Operator that is a fully independent and suitably qualified retailer of PECUNIX that agrees to comply with this Agreement.

System means the PECUNIX secure digital User interface and electronic services provided by PECUNIX that enables Users to access User Accounts to make and receive Payments.

User means any person, company, individual, corporation, trust or other entity accessing a User Account on the PECUNIX Network and Users means each and every User collectively.

User Agreement means the agreement governing the terms and conditions upon which a User (including the PREO) may use the PECUNIX System.

User Account means the electronic record of the quantity of grams of Fine Gold held on behalf of each User in Allocated Storage for the exclusive benefit of the User represented as an amount of PECUNIX.

Wholesale Prices means the reduced purchase rates for PECUNIX currency published on the PECUNIX Network from time to time.

3. GENERAL TERMS AND CONDITIONS

PECUNIX SYSTEM

3.1 This Agreement sets out the terms and conditions under which PECUNIX INCORPORATED will provide its services to PREO's and PREO's will be able to utilise the PECUNIX System and the PECUNIX Network. PREO must read this Agreement carefully and understand these terms and conditions prior to applying for PREO status with PECUNIX INCORPORATED. PREO acknowledges that by accepting PREO status, PREO accepts and is bound by the terms and conditions of this Agreement without exception. PREO warrants that it has obtained or waived the right to receive legal advice on the content and effect of this Agreement and the PECUNIX System.

APPOINTMENT

3.2 PECUNIX INCORPORATED will advertise the services of PREO by creating a link on the PECUNIX System to the PREO's web site.

PREO's SERVICES

3.3 PREO will undertake exchange services (i.e. exchanging national currency to PECUNIX and vice versa and other currencies to PECUNIX and vice versa).

OBLIGATIONS OF PREO

3.4 A PREO shall at all times during the term of this Agreement:

• (a) Complete a transaction with a PECUNIX User as soon as possible, and under normal circumstances this should not exceed three working days;
• (b) Maintain an active and compatible web site of a standard acceptable to PECUNIX INCORPORATED as determined by PECUNIX INCORPORATED from time to time in its absolute discretion; and
• (c) Not charge exchange fees for Pecunix exceeding the PREO percentage rates published by PECUNIX INCORPORATED from time to time.

HOLDING PREO STATUS

3.5 A PREO shall only hold PREO status in the PREO geographical locations where local bank deposits can be made into that PREO's local bank account.

4. USER AGREEMENT

4.1 As a User of the PECUNIX System the PREO will be bound at all times by the terms of the User Agreement. In the event of any conflict between the terms of the User Agreement and this Agreement, the terms of the User Agreement shall prevail.

5. TERM OF THIS AGREEMENT

5.1 Subject to clause 8, the term of this Agreement shall be for an initial term of five years from the date of this Agreement. At the end of the term of this Agreement the PREO may request that a new Agreement is granted to the PREO and PECUNIX INCORPORATED (in its absolute discretion), may agree to grant a new agreement on its then current terms and conditions.

6. OBLIGATIONS OF PECUNIX INCORPORATED

PREFERENTIAL FEES

6.1 Subject to the PREO complying with its obligations hereunder PECUNIX INCORPORATED agrees that:

• (a) Reduced payment fees will be applied to all Payments to or from a PREO's Users Account; and
• (b) PREO's will qualify for the preferential Wholesale Prices on Pecunix currency purchases from the Bullion Agent as published by PECUNIX INCORPORATED or the Bullion Agent from time to time.

7. ASSIGNMENT OF THIS AGREEMENT

7.1 PECUNIX INCORPORATED may assign this Agreement or any of its rights, obligations or duties under this Agreement at any time without the consent of PREO but only to an assignee who has agreed to be bound by the terms and conditions of this Agreement. All rights and interest of PECUNIX INCORPORATED in this Agreement shall be continuous and shall inure to the benefit of the successors and assigns of PECUNIX INCORPORATED. PREO shall not assign, transfer, delegate or otherwise dispose of any or all of its interest in this Agreement without the prior written consent of a duly authorised officer of PECUNIX INCORPORATED.

8. TERMINATION

8.1 PECUNIX INCORPORATED reserves the right to terminate this Agreement and thereby the PREO's rights under the Agreement at its sole discretion, with or without cause.

8.2 Without limiting clause 8.1 in the event of any breach of this Agreement by the PREO or a rejection of a modification to this Agreement as provided by clause 9, PECUNIX INCORPORATED may in its entire and sole discretion cancel this Agreement and terminate the PREO's rights and obligations under this Agreement but without prejudice to PECUNIX INCORPORATED's rights against PREO in respect of any antecedent breaches of this Agreement or any other Agreement between the parties, and notwithstanding the termination of this Agreement, the User Agreement shall remain in full force and effect, and the PREO will remain bound by the terms of the Pecunix User Agreement.

9. AMENDMENT, UPDATE, MODIFICATION & WAIVER

9.1 PECUNIX INCORPORATED reserves the right to amend, update and/or modify this Agreement as needed or as required. Any amendment, update or modification of this Agreement at any time will be advised by written notice given through the PECUNIX Network's web pages. Any such amendment or update to this Agreement supersedes and nullifies the previous agreement in effect. PREO agrees that use of the PECUNIX Network after such notification of changes in this Agreement, indicates that PREO will be bound by all such changes. PREO will have the opportunity to reject such modification at the time of such modification. Any rejection of the amendment, updating or modification of this Agreement by the PREO shall constitute a termination of PREO's rights and status as outlined in this Agreement and this Agreement shall terminate in accordance with clause 8.2.

10. SEVERABILITY

10.1 In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable. The enforceability of any such provision shall otherwise be unaffected and remain in full force in all other jurisdictions.

11. LAWS GOVERNING THIS AGREEMENT

11.1 This Agreement is governed by and construed in accordance with Panama Law and the parties submit to the exclusive jurisdiction of the Panamanian Courts.

12 NO WAIVER

12.1 The failure of PECUNIX INCORPORATED to enforce strict compliance with any of the terms of this Agreement in a timely manor shall at no time be seen as a waiver of such power or right. Furthermore, any single or partial exercise of such power or right shall at no time preclude any other future exercise.

13 CUMULATIVE RIGHTS

13.1 The rights and remedies of PECUNIX INCORPORATED as outlined in this Agreement are cumulative and are inclusive of all other rights or remedies available to PECUNIX INCORPORATED at law or equity.

14. DISCLAIMER

14.1 PREO agrees that the use of the PECUNIX Network and/or System and related services by PREO is at the sole risk of the PREO. No warranties or representations of any kind are provided to PREO either express or implied except as are contained in this Agreement. This Agreement comprises the entire agreement between the parties.

15 INDEMNITY

15.1 PREO hereby indemnifies PECUNIX INCORPORATED and its directors, affiliates, officers, employees and agents from or against any and all claims, losses, liabilities, damages, costs and expenses (including legal fees and costs) arising out of or relating to a breach of the terms and conditions contained in this Agreement and such indemnity shall not limit PREO's liability pursuant to indemnification given in the User Agreement.

16 NO PARTNERSHIP

16.1 It is agreed and understood that nothing in this Agreement constitutes a partnership or joint venture arrangement between the parties and the PREO has no authority or power to bind or create any liability against PECUNIX INCORPORATED in any way or for any purpose.

EXECUTION

SIGNED for and on behalf of

PECUNIX INCORPORATED by:

Witness to signature:

______

Signature of witness

______

Name of witness

______

Occupation

______

City/town of residence

SIGNED for and on behalf of

PREO by:

Witness to signature:

______

Signature of witness

______

Name of witness

______

Occupation

______

City/town of residence