AGENCY AGREEMENT

THIS AGREEMENT (hereinafter referred to as the "Agreement") is made by and among : XXX, (the COMPANY) AND [AGENT NAME ] (the "AGENT")

(hereinafter collectively referred to as the "Parties" and individually as a "Party").

WHEREAS, the COMPANY intends to promote the increased sale of its products and services. WHEREAS, the AGENT has knowledge, experience and expertise in the sale of the products and services of the COMPANY and is in a position to develop and promote the sale of such products and services. WHEREAS, the COMPANY desires to appoint the AGENT [exclusive] AGENT, under the terms and conditions of this Agreement. WHEREAS, the AGENT is willing to accept such appointment. NOW THEREFORE in consideration of the mutual covenants herein contained the Parties hereto agree as follows : CLAUSE 1 - APPOINTMENT Subject to the terms and conditions of this Agreement, the COMPANY appoints the AGENT as its [exclusive] AGENT for the territory of ------------------------------------ (the "Territory") and the AGENT hereby undertakes to assist in the promotion and sale of the products and services as defined in Annex 2 (the "Products") for the opportunities identified in Annex 3 (the Target Projects) CLAUSE 2 - AGENTS RELATIONSHIP - LIMITS OF AUTHORITY 2.1 2.2 The AGENT shall at all times be and act as an independent contractor. The AGENT shall at no time act in a way contrary to the interests of the COMPANY. It is agreed that the AGENT does not have authority to accept orders or assume contractual obligations of any kind in the name of or binding the COMPANY.All orders shall be in writing and issued directly by the potential customers to the COMPANY. All discussions between the AGENT and customers relative to the sale of the Products shall take place with the express understanding that orders are subject to acceptance or rejection by the COMPANY, at its sole discretion. The COMPANY shall not incur any liability if its decision is, for whatever reason, not to pursue or accept a tender or order. to be its

2.3

2.4

The AGENT may not make any change in the COMPANY quotations or terms of sale, nor make any allocation or adjustment in accounts or authorize the return of any Products without the COMPANY prior written approval. Unless otherwise agreed in writing, the AGENT shall not be entitled to receive payments on behalf of the COMPANY.

2.5

CLAUSE 3 - OBLIGATIONS OF THE AGENT 3.1 The AGENT cannot, without the prior written consent of the COMPANY, offer for sale, directly or indirectly, either on its own account or on behalf of any third party, any products of a third party, in the Territory or elsewhere similar to the Products which would or could compete or in any way interfere with the sale of the Products. 3.3 The AGENT shall not sell the Products outside the Territory. The AGENT shall promptly transmit to the COMPANY any and all opportunities it has identified for the Products coming from customers outside the Territory The AGENT agrees to (a) promote the sale of the Products, at its own expense, on behalf and in the name of the COMPANY, in terms and conditions satisfactory to the COMPANY, and as set forth below. (b) Send to the COMPANY upon reasonable request such details of future sales and stocks and other statistical forecasts as the COMPANY may reasonably require for budgetary purposes and for programming future production; (c) transmit, as soon as they are received, purchase orders and any inquiries or request for quotations from the clients; (d) giving all necessary advice to the COMPANY as the COMPANY may request in order to facilitate the performance of any purchase order or contract; (e) giving all necessary advice to the COMPANY in respect of settling any disputes with local authorities or agencies in the Territory and/or with clients until such disputes between the COMPANY and a client and/or the relevant local authority or agency are finally settled. (f) supply the COMPANY with all available information regarding the economic and legal framework of the Territory; (g) supply the COMPANY with the name and details of the customers as well as the name of the contact person thereof; (h) assist the COMPANY in obtaining full and timely payment of invoices in accordance with the contract with customers and/or COMPANY's general conditions of sales, and, if required, in recovering any accounts receivable from clients; (a) verify that clients for the Products maintain a sound financial position and good credit rating, and immediately notify the COMPANY in writing if there is any adverse change to the financial position or credit rating of any regular client; (b) work with the COMPANY in respect of approval or certification procedures with a view to increase sales of the Products; and CLAUSE 5 - SUB-AGENCY The Agent shall not appoint any sub-agents to promote the Products within the Territory. All of the Agents obligations hereunder shall be performed by the Agent. CLAUSE 6 - OBLIGATIONS OF THE COMPANY In order to assist the AGENT in the promotion and sale of the Products, the COMPANY undertakes to:

4.1

(a)

supply the AGENT with such quantities of technical and commercial documentation relating to the Products as the COMPANY may from time to time consider necessary to enable the AGENT to promote the sale of the Products actively and to carry out its obligations in accordance with this Agreement. Such documentation will be in the format commonly used by the COMPANY for its own promotions of sales; assist the AGENT at the AGENTs cost and expense in training such number of employees as the COMPANY may consider appropriate for training in the technical characteristics of the Products and/or send to the AGENT's premises technicians or engineers from the COMPANY, in order to enable the AGENT to properly to perform its functions as AGENT under this Agreement. The content and duration of any training program shall be determined by the COMPANY after consultation with the AGENT. inform the AGENT on any relevant correspondence sent directly by a client in the Territory to the COMPANY and which concerns the AGENT and the Products; and provide the AGENT with such technical and commercial assistance in the preparation and negotiation of projects with clients as the COMPANY may consider necessary.

(b)

(c)

(d)

CLAUSE 8 - COMMISSION 8.1 In full and complete compensation of the activities and services herein provided, the COMPANY shall pay to the AGENT a commission calculated in accordance with the percentage rate set out in Annex 4 attached hereto. Commission shall be paid on the net amount of the COMPANY's invoices for the Products which have been sold pursuant to the assistance of the AGENT in the Territory and have been paid by the clients. The amount of the commissions provided for under Clause 8.1 hereinabove may be modified by mutual consent and in writing. Should the AGENT, in dealing with customers in the Territory, receive offers or inquiries for sales of the Products to be carried out outside the Territory, and should the COMPANY be interested in such business, the amount of any commission therefore to be paid to the AGENT therefore shall be agreed on a case to case basis between the COMPANY and the AGENT and with any other person having representation rights within the territory of destination. The same will apply for international contracts relating among others to deliveries of the Products in the Territory. In the event that the COMPANY is associated with third parties under a consortium agreement for the completion of an order in the Territory, and even if such COMPANY is the leader of the consortium, the AGENT shall be entitled to a commission only on the sale of the Products assigned to and carried out by the COMPANY, except as may be specifically agreed in advance. Should a third party outside the Territory arrange for a sale of the Products intended for the Territory, the Agent shall not be entitled to a commission on such sales except as may be specifically mutually agreed by the Parties. No commission, compensation or indemnity shall be due in respect of inquiries, requests for quotations or purchase orders, received either from potential clients which are not acceptable to the COMPANY or from other entities which are part of the COMPANY Group.

8.2 8.3

8.4

8.5

8.6

CLAUSE 9 - PAYMENT OF COMMISSION

9.1

All payments of commission to the AGENT shall be made in the same currency as the currency of the payments received by the COMPANY from the clients. The AGENT shall not be entitled to payment of a commission under this Agreement unless and until the COMPANY has received the corresponding payments from the relevant client. In case of returns or credits issued by the COMPANY, the AGENT's commission shall be reduced pro-rata and any reduction relating to previously paid commissions may be deducted by the COMPANY from future commissions. Where a downpayment is received by the COMPANY against provision of an Advance Payment Bond or guarantee, then commissions on such down payment shall only become due to the AGENT pro-rata as the said Bond or Guarantee is released by the customer. Similarly, when the COMPANY on the last payments of the Contract, up to the amount of the value of the Performance Bond, shall be paid upon release of the said Performance Bond.

9.2

Commissions shall be payable on shipments of Products into the Territory, not on orders received or accepted by the COMPANY, and no commissions shall be payable on any of the following : Products shipped to the COMPANY's distributor, even if such distributor is located in the Territory, or Products shipped into the Territory by the COMPANY's or one of its distributor's clients ; (b) Products shipped to any areas outside of the Territory, regardless of whether AGENT solicited the sale of such Products, unless the Parties agreed otherwise; (c) Products which are returned or for which the client does not pay, or (d) Products shipped on account of sales solicited by the COMPANY directly or by other AGENTS. All expenses and charges payable by the AGENT in respect of conducting its business activity in order to fulfill its obligations under this Agreement, (including, without limitation, general and administrative expenses), shall be deemed to be fully covered by the commissions paid by the COMPANY to the AGENT. The AGENT shall be liable for all taxes of any kind which may be payable in respect of commissions paid by the COMPANY to the AGENT pursuant to this Agreement. Commissions due to the AGENT shall be paid within sixty (60) days following the end of each calendar quarter and based on accounts stated as at the last day of each such quarter and pro-rated thereto. Payments of Commission shall be made to the Agent by wire transfer unless otherwise agreed, to the following bank account: Beneficiary account no Bank address : : : : ]

(a)

9.3

9.4 9.5

If any payment of commission under this Agreement is requested by the AGENT to be made at a place outside the Territory and the COMPANY agrees to the request, the AGENT shall guarantee that such payment shall not violate the laws of the territory. The AGENT shall pay all expenses, charges as may be justified as the result of such provision.

CLAUSE 10 - TERM AND TERMINATION OF AGREEMENT 10.1 This Agreement shall come into force on the date it is executed by both Parties and shall remain in force for one year.. It may be renewed for subsequent periods of one (1) year subject to the express written agreement of the Parties. To this effect, the Parties may meet at least sixty (60) days prior to the expiry date in order to consider and review the terms and conditions of any future relationship (including but not limited to Customers, Products, rate of commission etc.). It is understood that this Agreement, and any renewal thereof, is an Agreement for a limited term and shall never be deemed to constitute an indefinite term Agreement, unless specific written consent of both Parties. If the Parties agree to renew this Agreement, the COMPANY shall issue an amendment setting forth the terms of the renewal. If the Parties fail to meet to discuss a possible renewal or if they fail to agree on the terms of a renewal, this Agreement shall expire automatically on its expiry date. 10.2 Either Party may terminate this Agreement immediately upon giving written notice if the other Party fails to perform any of its obligations hereunder and if such failure is not remedied within thirty (30) days after receipt by the defaulting Party of a written notice specifying such failure and requiring the same to be remedied. Failure of the AGENT to obtain the prior written consent of the COMPANY in respect of any organizational change of the AGENT or the Agreement to any substantial change in the control or management of AGENT shall, in particular but without limitation, permit the COMPANY to terminate this Agreement in accordance with this Clause 10.2. Notwitstanding the provisions of Clauses 10.1 and 10.2 above, the COMPANY may forthwith by notice in writing to the AGENT terminate this Agreement upon the happening of any one of the following events: a) b) c) If the AGENT shall go into bankruptcy or liquidation or make any arrangement or composition with its creditors; If the AGENT shall attempt or purport to assign or transfer to any third party the benefit of this Agreement; If the AGENTs ability to carry out its obligation under this Agreement is prevented or substantially interfered with by any Government regulation decree, law, action or inaction, or by any other cause whatsoever such as but not limited to failure to maintain necessary business licenses, or the conviction of Agent or one of Agent's principal owners of any crime. If the AGENT shall commit any breach of any of its obligations hereunder.

10.3

d) 10.4

After expiry or termination of this Agreement, the AGENT shall be entitle to receive earned commissions at the rates and in accordance with the terms of Clause 8 hereinabove on all orders transmitted by the AGENT and accepted by the COMPANY prior to the effective date of expiry or termination of this Agreement .

CLAUSE 11 LIABILITY; COMPLIANCE; IMPROPER PAYMENTS

11.1

The COMPANY shall not be held liable in any circumstances (i) for any acts, omissions or representations by the AGENT which are not expressly contemplated as part of the AGENT's obligations under this Agreement and liability which has not been specifically assumed by the COMPANY, or (ii) for any legal actions or claims of any nature asserted against the AGENT. Furthermore, the AGENT shall indemnify and hold harmless the COMPANY against any and all judgments, damages and costs or losses of any kind for which the COMPANY may be liable as the result of claims brought by clients or other third parties against the COMPANY and which arise from any acts, representations or omissions of the AGENT, which such acts, representations or omissions constitute negligence of the AGENT or a breach or non performance by the AGENT of its obligations under this Agreement. While acting as the COMPANY's AGENT hereunder, the AGENT shall act in all respects with such care and diligence as it would use and apply if it were acting for its own account at its own risk, and it shall comply with all regulations and laws in the performance of its obligations under this Agreement. The AGENT shall not offer, promise or give pecuniary or other advantage to any political party or organization, government or client or any public official or employee thereof on behalf of the COMPANY for any purpose which may contravene the applicable laws of any jurisdiction or the SPX Corporation Code of Conduct insofar as it relates to bribery and corruption. No unlawful, corrupt or otherwise improper payment, for example, a bribe, payoff, rebate or kickback will be made, offered, promised or authorized, either directly or indirectly, by the AGENT to anyone, in particular any government representative or any political representative / party in order to in any way assist the COMPANY (including affiliates) in influencing any decision relating to the business (government or private) of the COMPANY or its affiliates; and no such payment will be so made available directly or indirectly by the AGENT while knowing or having reason to know that all or a portion thereof is for that purpose. Upon request but no less than annually, AGENT shall provide COMPANY with a Certification in the form of Annex 5 certifying compliance with this Clause 11. Should the AGENT fail to comply with this Clause 11.3, the COMPANY shall be entitled to terminate forthwith this Agreement and withhold any commission payable to the AGENT. The AGENT and/or any client shall be responsible for insuring that the Products are fit for the particular purposes of such client. Neither Party shall be liable to the other for any indirect or consequential damages.

11.2

11.3

11.4 11.5

CLAUSE 12 - CONFIDENTIALITY 12.1 The AGENT and its employees shall not, disclose to any third party or use, except as provided in Clause 12.2 of this Agreement, any information concerning the COMPANY's business and research activities and interests (including, without limitation, any confidential information relating to technical or commercial data, price structures, costs or administrative information) made available to the AGENT by the COMPANY or which it may have learned in the performance of this Agreement, without the COMPANY's written consent. Notwithstanding Clause 12.1, the AGENT may disclose information referred to therein to third parties in the following circumstances : (a) to enable the AGENT to perform or comply with its obligations hereunder to the extent that such disclosure is strictly necessary. However, such disclosure should be made under a confidentiality agreement to be signed between the Agent and concerned third parties ; or

12.2

(b) (c) 12.3 12.4

in pursuance of, or to the extent that there may be a statutory obligation to do so; or If through no act or failure to act on the part of the AGENT such information shall enter the public domain.

The provisions of this Clause shall continue to be in force for a period of five (5) years from the of expiry or termination of this Agreement. Upon the expiry or termination of this Agreement, the AGENT shall promptly return to the COMPANY at the expense of the AGENT all sales cards, advertising matter, descriptive material, specifications, literature, and other information, materials or property (including, without limitation, client lists and records and any other information relating to clients) and all reproductions thereof concerning the Products and/or the COMPANY.

CLAUSE 13 - PROPRIETARY RIGHTS Notwithstanding anything herein to the contrary, no right to use any of the Company's intellectual property including but not limited to know-how, patents, copyrights, marks and trade names, are granted by this Agreement. AGENT agrees to include appropriate indication of the COMPANY's ownership of the Products and any related trademarks or trade names in any of AGENT's catalogues, advertisements or other material in which Products or any of the COMPANY's trademarks or trade names appear and should the COMPANY, in its sole judgment, determine that any of these materials are inaccurate, misleading, objectionable or a misuse of the COMPANY's proprietary rights, AGENT will, upon notice from the COMPANY, change or correct such materials at its own expense. AGENT agrees to follow the COMPANY's requirements regarding any use of its proprietary rights. AGENT further agrees not to contest or take any action to contest the trademarks or trade name of the COMPANY or to use, employ or attempt to register any trademark or trade name which is confusingly similar to the trademarks or trade names of the COMPANY. CLAUSE 14 - GENERAL PROVISIONS 14.1 Assignment This Agreement has been entered into by the COMPANY on an intuitu personae basis. The AGENT shall not assign, transfer or subcontract any rights or obligations under this Agreement without the prior written consent of the COMPANY. 14.2 Entirety and Amendment This Agreement together with its Annexes represents the entire Agreement between the Parties and supersedes and cancels all previous agreements, negotiations or commitments relating to the promotion and sale of all or any of the Products previously entered into or made between the Parties. This Agreement may not be amended or modified, in whole or in part, except by a written document signed by both Parties. 14.3 Severability In the event that a provision of this Agreement shall be void or unenforceable by reason of any provision of applicable law, it shall be deleted and the remaining provisions hereof shall remain in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the spirit of this Agreement as far as possible.

14.4

Waivers

The failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such terms and conditions nor shall any waiver of any right at any one or more times be deemed a waiver of such right at any other time. 14.5 Notices Any notice to be given hereunder may be served personally or by prepaid airmail post or by facsimile addressed to the relevant Party as follows :

The COMPANY For the attention of : Address Facsimile n The AGENT For the attention of : Address Facsimile

: : [ : [ : ] [ : [ ] ] ]

Any notice so delivered personally or dispatched by facsimile shall be effective and deemed to be received on the next working day in the place of receipt after the date of delivery or dispatch provided that a correct transmission report (in the case of a fax) shall have been received by the sender. Any notice dispatched by prepaid airmail post shall be effective and deemed to be received two (2) working days (being working days in the place of receipt of such notice) after dispatch. 14.6 Settlement of Disputes

In the event a dispute arises in connection with the interpretation or the application of this Agreement, the parties shall first endeavor to reach an amicable settlement. If the Parties fail to reach such settlement within two months from the occurrence of the dispute, then it shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by three arbitrators to be appointed in accordance with such Rules. The arbitration shall take place in London and shall be conducted in the English language. 14.7 Governing Law This Agreement shall be governed by and construed in accordance with the Laws of England. IN WITNESS WHEREOF, the Parties have executed this Agreement in two (2) originals.

THE COMPANY

THE AGENT

________________________ Name :

________________________ Name :

Title

Title

Date

Date