This Agreement sets out the terms and conditions upon which
AXP Financials Limited appoints an Introducing Broker to introduce clients to
the Company’s brokerage and trading services. By entering into this Agreement,
the Introducer acknowledges and agrees to be bound by all terms herein.

RECITALS

(A)  AXP Financials
Limited is a company licensed and regulated by the Iraqi Ministry of Commerce
under registration number 2-24453, carrying on brokerage and trading services
and providing clients with access to trading platforms and related facilities.

(B)  AXP Financials
wishes to appoint Introducing Brokers to introduce clients to AXP Financials in
accordance with the terms and conditions set out in this Agreement.

(C)  The Introducer
wishes to be appointed as an Introducing Broker on the terms and conditions set
out herein.

1.  Definitions and Interpretation

1.1  In this Agreement,
the following expressions have the following meanings:

“Business Day”	A day (other than a Friday, Saturday, or official Iraqi public holiday) on which banks are open for general business in the Republic of Iraq.
“Client”	A person whom AXP Financials has accepted to open an account(s) subject to its Client Agreement and who has been introduced by the Introducer.
“Client Agreement”	The legal documents that govern the Client trading account with AXP Financials, as may be amended from time to time at AXP Financials’ sole discretion.
“Client Money”	Money belonging to clients (if applicable) under relevant client money rules applicable in the Republic of Iraq.
“Compliance Procedure Manual”	Any compliance procedure manual or guidance documents provided by AXP Financials from time to time (for guidance purposes only).
“Conduct of Business Rules”	Any applicable conduct of business requirements under Iraqi law and any other applicable regulations.
“Data Protection Laws”	All applicable data protection laws and regulations in force in the Republic of Iraq.
“Fee/Rebate Account”	The account within the Partner Portal that is credited with rebate and/or commission payments as applicable.
“Financial Instruments”	Any financial instrument or product offered by AXP Financials, including contracts for difference (CFDs) and other derivatives.
“Iraqi Ministry of Commerce”	The regulatory authority of the Republic of Iraq responsible for licensing and supervising entities such as AXP Financials Limited.
“Manuals”	The Compliance Procedure Manual and any other guidance materials provided by AXP Financials from time to time.
“Material”	All marketing or other material, including but not limited to training instructions, forms, Manuals, regulatory guidance and guidance manuals produced by or on behalf of AXP Financials.
“Partner Portal”	The online client relationship management system used for accessing payment and client related information in connection with this Agreement.
“Partner Report”	The statement that can be viewed or downloaded from the Partner Portal outlining rebate and/or commission payments where applicable.
“Referral Link”	The unique link to the Company’s website which will track each client as being referred by the Introducer.
“Regulatory Guidance”	Regulatory guidance (for guidance purposes only) as detailed in Schedule 2, as may be updated from time to time.
“Target Market”	A person for whom the products are compatible, including: (1) a professional client; or (2) a retail client who (a) has sufficient relevant knowledge and/or experience with Financial Instruments; (b) trades with money they can afford to lose; (c) is risk oriented; and (d) trades for one or more of: short-term investment, speculative trading, portfolio diversification or hedging.

1.2  In this Agreement:

•      
the headings are inserted for
convenience only and do not affect interpretation;

•      
references to clauses and
schedules are to clauses of and schedules to this Agreement;

•      
references to a person include an
individual, firm, company, corporation, unincorporated body of persons and any
government entity;

•      
words importing the singular
include the plural and vice versa;

•      
words importing a gender include
every gender;

•      
a reference to any statute,
statutory provision, rule, regulation or guidance includes any subordinate
legislation made under it and any such provision as amended, superseded or
re-enacted from time to time;

•      
in the event of a conflict between
a Manual and/or Regulatory Guidance and the legal requirements, the legal
requirements shall prevail;

•      
in the event of any conflict or
discrepancy between this Agreement and the Client Agreement, the Client
Agreement shall prevail.

2.  Commencement

This Agreement supersedes any previous agreement between the
parties and commences on the Effective Date as specified in the execution
block. It continues until terminated in accordance with clause 11.

3.  Appointment

3.1  AXP Financials
appoints the Introducer for the purposes of introducing Clients to AXP
Financials’ trading services and platforms.

3.2  The Introducer
warrants that it is duly organized, validly existing and in good standing under
the applicable laws of its jurisdiction, and holds any licenses or authorizations
required to carry on its activities in the Republic of Iraq.

3.3  The Introducer
undertakes to refer the trading facilities and services of AXP Financials to
prospective clients. The Introducer may pass the name of potentially interested
parties to AXP Financials or invite interested parties to contact AXP
Financials directly. This Agreement covers the Introducer’s right to use a
single Referral Link issued by AXP Financials to enable identification of such
clients.

3.4  The Introducer will
ensure that all promotional material, written and verbal, is of a type and
character, and is disseminated in a manner, that will not cause disrepute or
harm to AXP Financials, and will comply with all applicable laws and
regulations in the Republic of Iraq, including (without limitation) laws
relating to data protection, consumer protection, and anti-spam. Upon notice
from AXP Financials that any promotional material does not comply, the
Introducer will immediately cease use of such materials or the relevant manner
of use.

3.5  In relation to
direct marketing, the Introducer agrees:

•      
Not to send high frequency and/or
repetitive communications to Clients;

•      
Not to send communications to
Clients that are against their expectations or that are irrelevant and not
targeted;

•      
To be considerate of individual
Client preferences, including honoring any unsubscribe requests or requests not
to receive certain communications.

3.6  The Introducer
understands and agrees that:

•      
The Financial Instruments offered
and promoted are compatible with the needs, characteristics and objectives of
the Target Market;

•      
The Financial Instruments are
promoted, marketed and/or distributed in a way that is compatible with the
Target Market;

•      
Marketing activities will only be
conducted where it is reasonable to consider that such communications will
generally and largely be received only by persons who comprise the Target
Market.

3.7  The Introducer
agrees not to distribute or use any promotional material that:

•      
is likely to deceive the public;

•      
contains any material misstatement
of fact or omits a fact such that the material is misleading;

•      
mentions the possibility of profit
unless accompanied by an equally prominent statement of the risk of loss;

•      
refers to hypothetical results
unless accompanied by an appropriate disclaimer;

•      
refers to actual past trading
profits without stating that past results are not necessarily indicative of
future results; or

•      
includes specific numerical or
statistical information about past performance of actual accounts unless it can
be demonstrated to be representative for the same period of all reasonably
comparable accounts.

3.8  AXP Financials may,
at its sole discretion, accept or decline to accept any client referred by the
Introducer.

3.9  The Introducer (and
its directors, officers, employees, associates or affiliates) shall not
represent themselves as an employee or officer of AXP Financials nor as having
any relationship other than that of Introducer, without AXP Financials’ prior
written permission.

3.10  The Introducer
shall comply with all procedures as set out by AXP Financials from time to time.
In the event of any dispute over execution of a Client trade, the Introducer
shall abide by AXP Financials’ decision as final.

3.11  The Introducer
shall not influence or direct any Client in respect of trading decisions. The
Introducer may pass general market analysis or research as provided by AXP
Financials but will not pass direct trading recommendations. Clients are
received on an execution-only basis and AXP Financials does not provide advice
on the merits or suitability of any transaction.

3.12  The Introducer
confirms that it is not in breach of applicable Iraqi tax laws and is not
facilitating tax evasion in any jurisdiction in which it operates. Should AXP
Financials become aware of any facilitation of tax evasion, this Agreement may
be terminated in accordance with clause 11.

4.  AXP Financials’ Undertakings

4.1  AXP Financials will
provide trading facilities with back office support (including statements and
account status), and provide a product suite suited to the Introducer’s
operations.

4.2  AXP Financials will
provide troubleshooting for its platforms with back office support to assist
with administration and resolution of technical difficulties.

4.3  AXP Financials may
make available training resources and materials, platform and operational
training materials, subject to any additional charges.

4.4  Subject to volume,
AXP Financials may provide specialized training from qualified personnel or
affiliates, scheduled according to availability and the Introducer’s
requirements; such training may be subject to additional charges.

4.5  Other than in
circumstances described in clause 8.2 and clause 11.3(a), AXP Financials
warrants to make payments due to the Introducer monthly in arrears no later
than the 15th day of the following month.

5.  Client Money

5.1  The Introducer
shall not hold Client Money under any circumstances whatsoever. All client
funds must be directed exclusively to AXP Financials’ designated accounts.

6.  Access and Record Keeping

6.1  The Introducer
shall, for the duration of this Agreement and for two years thereafter:

•      
make itself readily available for
meetings with representatives or appointees of AXP Financials as reasonably
required;

•      
give AXP Financials reasonable
access to any records, files, tapes or computer systems within the Introducer’s
possession or control to confirm compliance with this Agreement;

•      
answer truthfully, fully and
promptly all questions reasonably put by representatives or appointees of AXP
Financials.

6.2  The Introducer
shall permit representatives of AXP Financials access, with or without notice,
during reasonable business hours to business premises and individuals in
relation to the discharge of obligations under this Agreement.

7.  Confidentiality and Data
Protection

7.1  Each party
undertakes to keep confidential all information received in relation to the
other and their respective customers (oral, visual, written or otherwise) and
not to disclose it except to directors and employees who need to know for the
purposes of this Agreement (subject to confidentiality obligations), with prior
written consent, or as required by applicable Iraqi law or regulatory
requirement.

7.2  The Introducer
confirms it has read and understood AXP Financials’ Data Protection Policies
and understands that AXP Financials is the data controller and the Introducer
acts as a data processor (where applicable) in accordance with applicable Iraqi
Data Protection Laws.

7.3  The Introducer
further warrants that:

•      
it will assist AXP Financials in
meeting obligations to data subjects by having appropriate technical and organizational
measures in place;

•      
it will notify AXP Financials of
any changes to contact details, business setup/circumstances or client details
affecting the relationship without undue delay;

•      
staff processing personal data are
trained and bound by confidentiality obligations;

•      
processing of data is in
compliance with applicable data processing principles including lawfulness,
transparency and purpose limitation;

•      
it will delete or return data held
on AXP Financials or its Clients upon termination, subject to any applicable
Iraqi legal retention obligations;

•      
it will report personal data
breaches to AXP Financials without undue delay; failure to do so may result in
indemnification for losses or penalties incurred by AXP Financials as a result
of the breach.

7.4  The obligations in
this clause survive termination of this Agreement.

8.  Remuneration

8.1  Remuneration due to
the Introducer from AXP Financials shall be as set out in Schedule 3 (or as
otherwise agreed in writing between the parties).

8.2  AXP Financials
reserves the right to delay or recoup payment in the following circumstances:

•      
in the event of a dispute with, or
complaint from, a Client, until the matter is resolved;

•      
in the event of a dispute with the
Introducer, including suspected or actual failure to act in the spirit of this
Agreement, until resolved;

•      
in the event of suspected
fraudulent activity including (without limitation) arbitrage, collusion, or
trading intended to generate commissions rather than genuine profits.

8.3  In the event the Agreement
is terminated under clause 11.3(a), AXP Financials reserves the right to
withhold payment indefinitely.

8.4  Unless otherwise
agreed in writing, payments will be allocated to the Introducer’s Fee/Rebate
Account within the Partner Portal. The Introducer must submit a withdrawal
request to receive a transfer.

8.5  Remuneration may be
based on the expected number of Clients indicated by the Introducer during
registration. If objectives are not met, AXP Financials may review and amend
Schedule 3.

8.6  Client spreads and
other trading terms may be agreed and amended from time to time by written
agreement between the parties.

9.  Warranties and Indemnity

9.1  The Introducer
represents and warrants that all information and correspondence supplied to AXP
Financials is accurate and complete in all material respects, and undertakes to
inform AXP Financials promptly if it becomes aware that this is not the case.

9.2  The Introducer
warrants and undertakes that for the duration of this Agreement it will comply
with all applicable Iraqi legal requirements and with the Manuals and
Regulatory Guidance (save where legal requirements conflict, in which case
legal requirements prevail).

9.3  The Introducer
warrants and undertakes that, as at the Effective Date and throughout the term:

•      
it is not carrying on and will not
carry on regulated activities in breach of any applicable Iraqi prohibition or
license condition;

•      
it is not carrying on and will not
carry on activities in breach of regulatory or legal requirements in the
jurisdictions where it operates;

•      
it will comply with instructions
issued by AXP Financials from time to time relating to its operations under
this Agreement.

9.4  The Introducer
shall indemnify and keep indemnified AXP Financials for all costs, expenses,
fines, losses, liabilities and damages (direct or indirect) incurred as a
result of negligence, willful default, fraud or material breach of this
Agreement by the Introducer or its directors, employees or agents, including
reasonable legal costs.

10.  Materials, Records and Reporting

10.1  Where AXP
Financials provides updated Material which supersedes prior Material, the
Introducer shall use the updated Material in place of superseded Material
within two Business Days of receipt.

10.2  The Introducer shall:

•      
where reasonably possible, cease
using any Material or Updated Material within two Business Days of a written
request from AXP Financials;

•      
destroy or return (as AXP
Financials may require) such Material or Updated Material within 30 Business
Days of receipt of that request.

10.3  The Introducer
shall maintain accounts, books, records and data relating to its appointment as
may be required for proper conduct and/or applicable Iraqi legal requirements.

10.4  AXP Financials
(and any person nominated by it, including any relevant Iraqi supervisory or
regulatory authority) may, on not less than 48 hours’ notice during normal
working hours, access information held by the Introducer in respect of this
appointment, and the Introducer shall provide copies at its cost.

11.  Termination

11.1  Either party may
terminate this Agreement by giving one (1) month’s written notice to the other
party.

11.2  Either party may
terminate this Agreement immediately if any of the following events occurs to
the other party:

•      
it is prevented from lawfully
performing all or substantially all of its duties under this Agreement;

•      
a petition is presented against it
or its assets for the appointment of an administrator or similar officer;

•      
a liquidator, receiver,
administrator, administrative receiver or similar officer is appointed with
respect to it or its assets;

•      
a winding-up petition is presented
against it or a resolution is passed for winding-up (other than for the
purposes of amalgamation or reconstruction);

•      
it suspends payment of its debts
or is deemed unable to pay its debts under applicable Iraqi law;

•      
any analogous procedure or step is
taken in any jurisdiction; or

•      
it ceases to carry on business as
a going concern or ceases to be in a position to perform its obligations under
this Agreement.

11.3  AXP Financials may
terminate or suspend this Agreement without notice and/or suspend the rights of
the Introducer in the following circumstances:

•      
any malpractice, breach, failure
or other significant event on the part of the Introducer, at AXP Financials’
sole discretion;

•      
a prolonged period of inactivity
(defined as six months or more where no new Clients are introduced and/or no
remuneration accrues within the Partner Report);

•      
failure to maintain strict
confidentiality of the existence of this Agreement (other than where required
by applicable law or a competent authority); and/or

•      
at AXP Financials’ discretion,
where the Introducer fails to introduce any Clients for three consecutive
months.

11.4  After notice of
termination under this clause has been served:

•      
AXP Financials shall pay the
Introducer all outstanding remuneration due under this Agreement (subject to
clauses 8.2 and 11.3(a)); and

•      
the Introducer shall cease using
any Material or Updated Material and shall destroy or return such Material or
Updated Material within 30 Business Days of the termination date.

11.5  Termination shall
be without prejudice to rights and obligations accrued immediately prior to
termination.

11.6  Clients introduced
by the Introducer shall remain contractually bound to AXP Financials in the
event of termination of this Agreement.

12.  Notices

12.1  Any notice,
instruction, demand, acknowledgement or request required to be given under this
Agreement shall be in writing and may be delivered personally, by email, or by
first class pre-paid post (airmail if international). Notices shall be
addressed to the last notified address or email address of the relevant party.

12.2  Notices shall be
deemed properly given:

•      
if delivered personally, when left
at the relevant address;

•      
if sent by mail, two Business Days
after posting (domestic within Iraq) or five Business Days after posting
(international);

•      
if sent by email, one hour after
sending where no delivery failure message is received.

12.3  Any notice
received on a non-Business Day or after 5:00 pm local Iraqi time shall be
deemed given on the next Business Day.

13.  General Provisions

13.1  This Agreement is
personal to the parties and is not capable of assignment without prior written
consent.

13.2  The Introducer may
not sub-contract, outsource, delegate or assign any of its obligations under
this Agreement without AXP Financials’ prior written consent.

13.3  This Agreement
(together with all schedules and documents referred to herein) constitutes the
whole agreement and understanding between the parties in connection with the
appointment of the Introducer.

13.4  The Introducer is
an independent contractor and nothing in this Agreement creates a partnership,
joint venture, agency or employment relationship between the parties.

13.5  This Agreement may
be executed in counterparts, each of which shall constitute an original, and
together shall constitute one and the same instrument.

13.6  If any provision
of this Agreement is held to be illegal, invalid or unenforceable, the remaining
provisions shall continue in full force and effect.

13.7  No waiver of any
right under this Agreement shall operate as a waiver of any other or future
right.

14.  Applicable Law and Jurisdiction

14.1  This Agreement
shall be governed by and construed in accordance with the laws of the Republic
of Iraq, including any applicable regulations issued by the Iraqi Ministry of
Commerce, the Central Bank of Iraq, or any other competent Iraqi regulatory
authority.

14.2  Any dispute
arising out of or in connection with this Agreement shall be subject to the
exclusive jurisdiction of the competent courts of the Republic of Iraq,
provided that nothing shall prevent AXP Financials from seeking legal remedy or
enforcement in any other jurisdiction if it so chooses.

SCHEDULE 1 – Prescribed Regulated Activities

Those regulated activities for which AXP Financials is duly
authorized under its license issued by the Iraqi Ministry of Commerce
(registration number 2-24453), and in respect of which the Introducer is
appointed to act as Introducing Broker in accordance with this Agreement and
any applicable authorization held by the Introducer in its relevant
jurisdiction.

SCHEDULE 2 – Regulatory Guidance (for guidance purposes only)

The applicable rules and regulatory guidance may include, but
are not limited to, the following (where relevant):

•      
Iraqi Ministry of Commerce
regulations and directives applicable to licensed brokerage entities;

•      
Central Bank of Iraq guidance on
financial services and foreign exchange activities;

•      
Anti-Money Laundering and
Counter-Terrorism Financing laws and regulations of the Republic of Iraq;

•      
Consumer Protection laws
applicable in the Republic of Iraq;

•      
AXP Financials’ internal
compliance and conduct of business policies;

•      
Any other applicable Iraqi legislative
or regulatory requirements notified by AXP Financials to the Introducer from
time to time.

SCHEDULE 3 – Remuneration

1.  Rebates

1.1  For the latest and
complete list of tradeable products and applicable spreads, please refer to AXP
Financials’ official website or contact your designated account manager.

1.2  Rebates are
credited to the Introducer’s Fee/Rebate Account within the Partner Portal and
are paid in accordance with clause 4.5 of this Agreement.