Deed of Agreement

DEED OF AGREEMENT

BANK INSTRUMENT APPLICATION FORM

CLIENT NAME:

AGE: ------

BANK INSTRUMENT: BG SBCL MTN -- CD

FACE VALUE: AMOUNT ------EUR USD

TICK CHOICE OF BANK: HSBC BARCLAYS DUETSCHE BANK CREDIT SUISSE

PURPOSE OF THE INSTRUMENT------

BROKER THAT DIRECTED YOU TO US NAME AND EMAIL------

This Agreement is made and enters into the date 00/00/2011, by and between the parties described below:

The SELLER’S information

Corporate Name
Mailing Address / .
Company Reg. No
Country
Represented By
Title
Passport No
Nationality
Direct Mobile phone
Direct Tel No
Direct Fax No
Direct Email

(Hereinafter referred to the 'SELLER’Son one part) and

The BUYER’S information

Corporate Name
Mailing Address
Company Reg. No
Country
Represented By
Title
Represented By
Title
Passport.no
Nationality
Direct Tel No
Direct Fax No
Direct Email add

WHEREAS. The BUYER desires to buyBGs from the SELLER. BUYER confirms with full corporate and legal responsibility that funds are available to fulfill the requirements for the buying of this instrument and are ready and BUYER further confirms to cooperate with the SELLER.

WHEREAS. The SELLER desires to sell, transfer and assign all rights title and interest of the BGs available to it to the BUYER. SELLER represents and warrants that it has the ability and resources to arrange through associates, contacts and sources, with full corporate responsibility, financial instruments per the terms of assignments to be provided to BUYER. SELLER hereby declares under penalty of perjury that the BGs will be backed by funds that are good, clean, clear, and free of non criminal origin, the BGs will be free and clear of all liens, encumbrances and third party interests.

NOW THEREFORE, the BUYER has agreed to buy the BG/SBLCs at total of xx% of Face Value (plus) consultant fees (2%) for the instruments requested and SELLER has agreed to issue BG/SBLCs for sale and both Parties hereby agree to the following:

1. / Instrument / BG/SBLC
2. / Total Face Value / EUR/USD
3. / Issuing Bank / HSBC/ Barclays/Credit Suisse/ Duetsche Bank
4. / Issuing Fee / Selling Fee
xx% of Full Face Value + 2% commission to be shared 50-50 as specified here below.
5. / Payment / BUYER Pay For Bank Charges First SELLER Send Swift MT799 and place the instrument on an Euro screen AND MT760.
6. / Hard Copy / Hard Copy
Bonded Courier within 7 banking days.

Transaction Procedures

• SELLER send this Deed of Agreement to BUYER executes, sign an initial the Deed of Agreement which thereby automatically becomes a full recourse commercial contract BUYER’S send ’s passport copy , Company’s resolution and Client’s Information Sheet (CIS).

•Within 2 days after both parties have executed this Agreement, SELLER will send bank form to BUYER, BUYER fill and send back within 24hrs, SELLER bank will send RWA TO BUYER bank by fax communication, BUYER bank will confirm the RWA BY reply to SELLER bank by fax.

•Buyer, within three (3) international banking days, instruct his Bank to send SWIFT MT-799 ICBPO or MT103/23 conditional payment of xx% to the Seller’sprovided receiving bank coordinates, which copy will be also provided to Seller via e-mail for the verification and compliance.

•Within 2 banking days after confirmation and verification of receipt of SWIFT MT-799 ICBPO or MT103/23 conditional payment, SELLER sends Swift MT760 to deliver the BG/SBLC and send copies to BUYER for confirmation. The Seller’s bank send the hard copy of the BG/SBLC through bank bonded courier within 7banking days .

•BUYERshall pay brokers their fees and SELLER will give Receiver 3 to 5 banking days to his fee of xx% by wire transfer, if BUYER refuse to pay the SELLER, SELLER will instruct the Issuing Bank to put a claim on the BG and thereby forcing the Buyer’s Bank to return the BG/SBLC by SWIFT MT760 to the Issuing Bank.

•Any unauthorized calls by any party or its representative lawyers to probes or communication in an improper way to bank(s) in this transaction shall be prohibited and contract terminated.

NON-SOLICITATION

The BUYER hereby confirms and declares that the SELLER, its associates or representatives or any person or persons on its behalf has/have never ever solicited the BUYER, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.

FORCE MAJEURE

Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstance beyond the control of such party.

The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.

ARBITRATION

All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.

This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral . Neither of the parties may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the other it enforce any of the terms of this agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.

For and On behalf of the BUYER.

For and On behalf of the SELLER.

______

______

Name:

Name:

Designation:

Passport#:

Passport No.:

Nationality:

Expiry Date:

Date of Issue:

Place of Issue:

Date of Expiry:

The SELLER and BUYER agree to the following banking co-ordinates pertaining to the agreement herein above stated:

SELLER BANK CO-ORDINATES TO ISSUE THE INSTRUMENT

Bank Name

Bank Address

Account Holder

Bank Officer

SWIFT Code

Account Number

SELLER BANK CO-ORDINATES TO RECEIVE BANK CHARGES FOR PRE ADVICE FEE

Bank Name

Bank Address

Account Holder

Bank Officer

SWIFT Code

Account Number

LESSOR RESERVES the right TO USE ANY BANK ACCOUNT TO RECEIVE BANK charges OR HIS FEE. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

BUYER'S BANK CO-ORDINATES TO RECEIVE THE INSTRUMENT

Bank Name

Bank Address

Bank Officer

Secured Tel:

SWIFT Code

Account Holder

Account Number

Signatory Name

BUYER'S BANK CO-ORDINATES TO PAY FEES

Bank Name

Bank Address

Bank Officer

Secured Tel:

SWIFT Code

Account Holder

Account Number

Signatory Name

BUYER’S RESERVES the right TO USE ANY OF HIS BANK ACCOUNT TO PAY FEE AND received his instruments. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

RE:BG/SBLC

TEXT OF RWA

Weherebyconfirmwithfullbankresponsibilitythatweareready,willingandabletoissuebankguarantees/stand by letter of credit and deliver by MT760infavorof beneficiary inthe facevalueofEuropeanUnionCurrencyEuro(€/,000,000.00)withavalidityofone(1)year andone(1)day.

WefurtherconfirmthattheBankGuaranteeiscash-backedandisassignable,transferableandunconditionally callableuponmaturity.

Pleaseconfirmyouarereadytoreceiveandfundthisbankinstrument. Yoursfaithfully,

ForandonBehalfofNameofBank>

[Electronicsignaturesoftwo(2)bankofficers]

Authorized BankOfficer AuthorizedBankOfficer2

Name,Title,PinCode> Name,Title,PinCode

YOU HAVE RIGHT TO MAKE A CHANGE OF THE VERBIAGE IF THIS IS NOT ACCEPTABLE BY YOUR BANK

THE BANK GUARANTEES FORMAT OR SBLC SWIFT MT 760, 700 AS FOLLOWS:

DESTINATION

BANK NAME:

ADDRESS :

ACCOUNT NUMBER:

ACCOUNT NAME:

BANK OFFICER:

SWIFT CODE :

BENEFICIARY:

AMOUNT : (00, 000,000.00)

CURRENCY : EURO

------NORMAL------

BANK GUARANTEE # : XXX/1001

CURRENCY :EURO

PRINCIPAL AMOUNT: 00,000,000

DATE OF ISSUE :

MATURITY DATE:

DATE OF EXPIRY:

BENEFICIARY:

PLACE OF ISSUE: XXXXX

FOR THE VALUE RECEIVED, WE ISSUING BANK, ISSUING COUNTRY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS BG/SBLC TO THE ORDER OF ------OR THE BEARER OR HOLDER THEREOF AT MATURITY THE SUM OF EURO/USD IN THE LAWFUL CURRENCY OF EURO/USD , AT FIRST DEMAND UPON PRESENTATION AND SURRENDER OF SBLC AT THE COUNTER OF THE ISSUING BANK, ISSUING COUNTRY

BG/SBLC IS GUARANTEED WITH FULL BANK RESPONSIBILITY BY THE ISSUING BANK, ISSUING COUNTRY

SUCH PAYMENT WILL BE MADE WITHOUT SET-OFF AND SHALL BE FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHOLDINGS OF ANY NATURE, NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE ISSUING COUNTRY OR ANY POLITICAL SUBDIVISION OF AUTHORITY THEREOF OR THEREIN.

THIS SBLC IS NEGOTIABLE, ASSIGNABLE, DIVISIBLE AND TRANSFERRABLE WITHOUT PRESENTATION TO US AND PAYMENT OF ANY TRANSFER FEES AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF ISSUING COUNTRY

THIS GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE, PUBLICATION NUMBER ICC 500 LATEST REVISIONS. ALL CHARGES ARE FOR THE ACCOUNT OF THE BORROWER. THIS GUARANTEE EXPIRES ON ____ OF ---- 2011.

FOR AND ON BEHALF OF ISSUING BANK

______

BANK OFFICER NAME BANK OFFICER NAME

ISSUER BANK ISSUER BANK

DESIGNATION DESIGNATION

OFFICER CODE OFFICER CODE

CLIENT INFORMATION SHEET

Date: 03/11/2011

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Marketing Commission Circular of December 1998, concerning the prevention of money laundering, the following information may be supplied to banks and/or other Federal Institutions for purposes of verification.

1)

Beneficiary’s Name

:

Business Address

:

Telephone

:

E-Mail Address

:

2

Represented By

:

Nationality

:

Passport No.

:

Date if Issue

:

Date of Expiration

:

Telephone and Mobile

:

BANK COORDINATE

Bank Name

Address

Account Name

A/C Number

SWIFT Code

Bank officer name

Bank Tel No

fax

Declaration: I hereby swear under penalty of perjury, that the information provided is both true and accurate. I am the signatory on the aforementioned bank account. All monies engaged in this transaction are derived from non-criminal origin; and, are good, clean and cleared. The origin of funds are in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01

FEE PROTECTION AGREEMENT

Both SELLER and BUYER agree that the BUYER’s and SELLER's agents are entitled to 2% of the *BGs face value commission fees. These commission fees will be shared between the SELLER’s and BUYER’s agents as specified here below.

The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the BUYER to the agents and intermediaries listed in this FPA by wire transfer simultaneously with the BUYER’s payment of xx% of the face value of the *BGs as selling fee to the SELLER for every tranche and/or transaction of the *BGs. The commission fees will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties.

In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents, companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this business transaction in co-operation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions:

1. Each party agrees that they will not make any contact with, deal with or be involved with individuals, trader and investor introduced by other signatories without specific permission of the introduced signatory for the Investor.

2. The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories.

3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the end of every transaction.

4. This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world.

The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings.

This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention.

Each of the above parties agree and understand that any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process.

Both parties hereby agree that the agents and intermediaries referred to in this FPA shall be as follows:

TOTAL COMMISSION FEE OF 2% (TWO PERCENT) OF FACE VALUE IN EURO/USD PAID BY THE BUYER TO BE SHARED EQUALLY AS FOLLOW:

TOTAL COMMISSION OF ONE [1%] TO BUYER'S SIDE

PARTICULARS

PAYMASTER 1

Name

CLOSED

Law Firm Address

Law Firm Telephone #

Law Firm Facsimile #

E-mail

Bank Name

Bank Address

ABA Routing Number

Account Number

Account Name

SWIFT

Bank Officer

Bank Telephone

Beneficiary:

Special Instructions:

Required Message:

ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”

TOTAL COMMISSION OF ONE [1%] TO SELLER'S SIDE

PARTICULARS

PAYMASTER 1

Name

CLOSED

Law Firm Address

Law Firm Telephone #

Law Firm Facsimile #

E-mail

Bank Name

Bank Address

ABA Routing Number

Account Number

Account Name

SWIFT

Bank Officer

Bank Telephone

Beneficiary:

Special Instructions:

Required Message:

ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”

This Fee Protection Agreement has been agreed and executed by the undersigned on the date of , in 27/10/2011

For and On behalf of the BUYER.

Signature:

Name:

Designation:

Passport No.:

Expiry Date:

For and on behalf of SELLER

______

Name:

Passport#:

Nationality:

Date of Issue:

Date of Expiry:

(SELLER’S PASSPORT PICTURE IN COLOR)

(SELLER’S COPY OF COMPANY REGISTRATION CERTIFICATE)

(BUYER’S PASSPORT PICTURE IN COLOR)

(BUYER’S COPY OF COMPANY REGISTRATION CERTIFICATE)