MARKETING, SERVICES AND AGENCY AGREEMENT AND AGENCY AGREEMENT DATED AS ENTERED INTO BETWEEN, APPLICATION SERVICES AND ATTORNEY IN REPRESENTEND BY ITS SERVICES SA DE 51R CORONA AND, CSI LABOR MRS 1. 2- DE LA- 9i! REPRESENTED BY ITS SOLE ADMINISTRATOR. GUILLER FUENTE VERA, WITH THE APPEARANCE OF MR. JOSE MO MATHUS FONSECA AND MRS. TANIA 2. DE LA FUENTE VERA, IN ACCORDANCE WITH THE FOLLOWING, REPRESENTATIONS AND CLAUSES: REPRESENTATIONS 1. CSI states, through its representative, that: 1.1 It is a company duly incorporated in accordance with the laws of Mexico. as evidenced in public instrument attached hereto as Exhibit 1.2 representative has sufficient powers and authority to enter into this Agreement on behalf of and which powers and authority have, as of the date hereof, not been revoked. modified or limited in any manner. 1.3 It desires to enter into this Agreement in order to receive the Services (as de?ned below) from ASAP. 11. ASAP states, through its representative, that: 2.1 It is a company duly incorporated in accordance with the laws of the United States of America. 2.2 Its representative has suf?cient powers and authority to enter into this Agreement on behalf which powers and authority have, as of the date hereof, not been revoked, modified or limited in any manner. 2.3 It desires to provide services to in the marketing and promotion of CSl?s services in the United States of America 2.4 It has the necessary and suf?cient human, technical and financial resources. to render the Services and ful?ll its obligations under this Agreement. NOW, THEREFORE, in consideration of their mutual covenants hereafter set forth. the parties hereby agree- as follows: LAUSES Notwithstandin the above . ASA may terminate this Agreement at any time and at its sole and exclusive election w- . ?h Prcwous writt en . before the date ASAP desires to to CSI at Ieas? 60 (smy) ca?endar days "mt 14m All applicable taxes resulting from the rendering of the Services, shall be paid by the corresponding Party hereof pursuant . time. 0 the terms of the applicable tax laws, as same may be amended from time to SIXTH. BE THE PARTIES ASAP . . com is aglzdependent contractor and neither this Agreement nor the performance hereof shall be and aimed . reating between and ASAP the relationship of employer and employee. principal 1mm venture, partner or any other similar relationship. Path? party. Shall be liable to any third party in any way for any engagement, obligation. contract. or transaction or for any act or omission to act of the other. Each party shall the other and hold it harmless against and from any liabilities as aforesaid. SEVENTH. SOLIDARITY OBLIGACION SOLIDARIA Mr. Jose Guillermo Mathus Fonseca and Mrs. Tania Z. de la Fuente Vera hereby agree, through the execution of this Agreement, to be jointly and severally liable to each and every one of the obligations assumed by arising from this Agreement pursuant to articles I987. 1988 and l989 of the Civil Code for the Federal District (C o'digo Civil Para e! Distrito Federal). EIGHT. NQN-CIRCUMVENTION CSI herein expressly agrees that the rendering of all the Services to be carried out by ASAP in the Territory shall be made exclusively through ASAP and not otherwise, directly or indirectly by with any other parties. 8.2 expressly acknowledges and recognizes that ASAP has placed substantial effort. time and resources in the rendering of services to C81 giving it a market and economic advantage and, y, agrees to carry out all relationship, communications and rendering of the Services solely and exclusively through ASAP, as appropriate. 8.3 agrees that, in the rendering of all the Services, ASAP may act directly, or indirectly, though any af?liate or subsidiary of ASAP. NERAL PROVISIONS smug/.? Assignment. Neither Party shall be entitled to assign its rights and obligations under this Agreement unless otherwise agreed upon in writing and signed by the parties. 9.2 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherWise a?'ect any of the terms or conditions hereof. 99m Sofia: All noti?ces required hereunder shall be in writing and shall be delivered personth wr ac ow gment receipt. The parties. for everythin nainin to ?his A reem I - as their addresses, the follow-mg: pe Cl'l . 5L1 lorth If to ASAP: lfto CSI: Box 3 Ignacio Vallarta l236 Uiney Grove, VA 22964 Colonia Industrial mted States of America 64440 Monterrey, Nuevo Lebn Attention: Stan Eury, Ken White, Lee Wicker Attention: Jos? Guillermo Mathus Fonscca. Tania Z. de la Fuente Vera gsttogosz?ogu'luemo Mathus Fonseca: If to Tania Z. de la Fuente Vera: Fr: 9 - . . Sierra de aribes 1500 3429203038mwnt0 Ciudad Industrial Colonia Las Puentes. D?cimo Quinto Sector urango? Dumngo 66460 San Nicolas de los Garza. Nuevo Lebn 9.4 Modifications. No amendment, variation. modi?cation or wait er to any of the terms or conditions contained in this Agreement shall have any force or etTeet unless the same are evidenced in writing and executed by the parties? legal representatives with suf?cient authority. 9.5- Entire Agreement. This Agreement may be executed in two or more counterparts. each of shall be deemed an original, but which together shall constitute one and same instrument. 9.6 Severabiliry. Any provision of this Agreement prohibited by. or unenforceable under. applicable law shall be ineffective to the extent of such prohibition and shall be replaced by an enforceable provision to the same or the nearest possible equivalent effect. Notwithstanding the foregoing, the other provisions hereof shall continue in effect unless the ineffectiveness of any provision shall substantially affect the consideration received by either Party hereunder. OVERNING LAW AND JURISDICTION TENTH. This Agreement shall be governed by and construed pursuant to the laws of Mexico. For everything related to the interpretation and ful?llment of the obligations derived lrom this Agreement. the parties expressly submit to the competent courts of the Federal District, Mexico. expressly waiving all rights that should have or would have by its domiciles or by any other reason. This Agreement is executed by the parties in the Federal District. Mexico on the date ?rst above written. APPLICATION SERVICES AND LABOR SERVICES, .A. DE C.V. ADMINISTRATION PROGRAMS LLC up, By: By: Name: Manuel Corona Artigas Name: Tania Z. Title: Attomey-in~fact Title: Sole Administrator FONSECA TANIA Z. DE LA ENTE VERA 54, JOSE GUIL