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INVESTMENT AGREEMENT

(PPM = Private Placement Memorandum)

This Agreement is made and entered into by and between:

ALEXANDER YE. PUTILOV 12B, Malaya Morskaya Ulitsa, ST. Petersburg, 191186, Russia

(Hereinafter referred to as AYP)

And

INTROIT SYSTEMS. 42602 West Avella Drive,Maricopa, Arizona 85138, USA.

(Hereinafter referred to as IIS)

FEBUARY 03, 2014.

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RECITALS

Whereas AYP is a Businessman and Financial Investor, who is making an Investment in a USA Joint Venture

under the trusteeship of IIS, the Managing Venturer, for an amount of $100,000,000.00 (ONE HUNDRED MILLION US DOLLARS ONLY) as an Investment in AYP-IIS Joint Venture, a USA Joint Venture, created

pursuant to the laws of (USA). Upon acceptance and receipt of funding by IIS and execution by AYP, AYP will own 40% Working Interest (WI) in the AYP-IIS JOINT VENTURE. IIS will retain 60% Carried Working Interest

(CWI). IIS is willing to accept the funds to use in the Solution & Enterprise Management Sector under the

discretion of its management. Further description of the Joint Venture terms and working relationship and commitments and obligations of each party is stated below.

AYP is prepared to fund IIS in that respect. Therefore, and in consideration of the foregoing facts and the mutual

Representations and covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1:

The recitals set forth above constitute an integral part of this Agreement at all times and considered as a fundamental

condition to execute it.

ARTICLE 2: PURPOSE OF THIS AGREEMENT

The purpose of this document Joint Venture Investment Agreement (JVIA) is to define the contractual agreement between AYP and IIS and further clarify the nature of this investment as already described in the Joint Venture and to

document special terms as understood and mutually agreed to herein by both parties (AYP and IIS). This investment is

in a Joint Venture. This is an investment involving the purchase of 40 units in the venture, AYP-IIS JOINT VENTURE, a USA Joint Venture with offices in Arizona, and consisting of AYP and IIS as the Venturers. The 40

venture units represent 40% WI (40% of the venture Net Profits) shall be issued to AYP upon execution of this

agreement, After execution of this Agreement according to its terms, IIS shall retain the remaining 60 venture units,

representing 60% Carried Working Interest (CWI) in the venture, which is the same as saying 60% of the venture Net

Profits. The Joint Venture is responsible for all operating expenses on all aspect of the Joint Venture and operated under

the AYP-IIS JOINT VENTURE including associated Taxes, after which the Net Profits are determined on a monthly

basis. Net Profits will be distributed on an Annual basis initially (when Taxes are filed), then quarterly (when Taxes can

be estimated), then monthly if both venture partners agree and based on sales volume and available funds in the venture

account.

ARTICLE 3: RIGHTS GRANTED AND DIVIDENDS

Subject to the terms and conditions set forth herein, throughout the duration of this Agreement, AYP hereby

accepts to fund IIS with the amount of $100,000,000.00(ONE HUNDRED MILLION US DOLLARS ONLY) for the sole purpose of the above mentioned business to fund investments, and to receive in return the 40% of the Ventures Net Profits.

3.1 The Equity/Profit sharing pattern of the Investment shall be as follows:

AYP: To receive 40% of the Net profits of ONE HUNDRED MILLION US DOLLARS ONLY JOINT VENTURE,

after operating expenses and associated Taxes are paid in accordance with the Generally Accepted Accounting Principles

(GAAP) established by the Federal Accounting Standards Advisory Board (FASAB), to be distributed on annual, quarterly, or monthly basis for investments or until sold for exit, The 40% ownership begins on the date of the initial full funding of the investment and execution of this Agreements by AYP (Effective Date) and accepted by IIS. Profit distribution begins after sale is established, and revenues are retained in the Venture Account until such time as the

Venture partners decide to begin taking distribution, taking into account all on going additional Investment projects in the

Joint Venture, financial obligations and taxes.

IIS: To receive 60% of the Net income after operating expenses and associated Taxes are paid in accordance with the

GAAP established by the FASAB, to be distributed on a monthly, quarterly or annual basis for the sale of capital

investments as described above, beginning on the Effective Date.

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Said 40% WI and profit distribution for the investment shall cover the sale of working capital projects or until sold for

exit .

IIS hereby accepts and intends to utilize and invest the above-mentioned funds in the Financial Investments as described

throughout this document, and shall put forth good faith effort to invest in opportunities that exhibit high potential return

on investment (ROI) at the lowest possible risk for the mutual benefit of the shareholders and to achieve dividend distributions pursuant to the above Equity/Profit Sharing arrangement.

ARTICLE 4: PURPOSE

The p r ovi s i on of t h e in ves tm en t capital is to fund investments dealing p r i m a r i l y in the Financial Investments

Sector, AYP-IIS JOINT VENTURE, as packaged, defined and managed by IIS. These investments will be managed

by IIS to maximize profits and reduce cost where possible. ARTICLE 5: DUTIES OF AYP

(a) To purchase 40 units (40% WI) in the AYP-TGI JOINT VENTURE. For a total of $100,000,000.00 (One Hundred Million US D o l l a r s ) as Capital to be placed under the management of the Board of Directors of IIS to be

used as Capital for its working capital investments.

(b) To confirm that IIS is legally entitled to enter into such business arrangement with AYP and to make sure that the

funds invested are judiciously put into profitable use, and by so doing IIS is bound to secure all necessary transaction

documents such as;

i) Copies of the company corporate registration certificates. (Certificate of Corporation) and, if applicable,

ii) Copies of permits as required by local laws where the investments are made.

iii) To ensure that funds are transferred, and released to IIS designated bank account in full upon the execution of this agreement.

iv) AYP has the option to place the Entire Investment in the care of a third and financially trusted third party that will

act as Fiduciary between both parties until all necessary verifications and final original signatures of this Agreement are concluded prior to authorizing the release and transfer of all the funds to IIS designated bank account for its operating capital. If necessary, any reasonable costs associated with the Fiduciary Management shall be the

responsibilities of the Joint Venture Partners.

ARTICLE 6: DUTIES OF IIS

(a) To ensure prompt utilization of funds invested by AYP for IIS investment capital and to be used solely in working capital as stated in this document.

(b) To acknowledge the receipt of the funds upon signing of this Agreement and concluding the Fuduciary process.

(c) To pay dividends on quarterly predetermined and agreed to time intervals once AYP-IIS JOINT VENTURE

working capital sales are productive and profitable, with 40% of any Net Profits payable to AYP and 60% of any Net

Profits payable to IIS. No distribution of profits is taken unless all parties can take their proportionate share of the

distribution. As voted on and agreed some profits may be retained for on going operational purposes and applied

towards achieving growth. (d) To provide the documents requested by AYP. Specifically: Copy of company corporate registration certificates and,

where applicable, copies of business permits as mentioned in article 5.b (i) above.

ARTICLE 7: INVESTMENT CAPITAL SECURITY

The funding shall be made available to IIS through a neutral and financially trusted third party (such as Fiduciary

Investment Bankers, with offices in Europe, in a form of a Fiduciary agent to ensure that both parties meet up with their

respective obligation in the transaction without default. Both parties as joint venture partners are responsible for all cost

arisen as a result of engaging a fiduciary consultant to be paid by the entity AYP-IIS JOINT VENTURE for proper

accounting and Tax Preparation purposes) In the event that the above does not meet the approval of IIS then IIS will be

required to provide an CIG Policy/Corporate Bond from its Bankers giving AYP comfort level to release the investment

funds to IIS Bankers. ARTICLE 8: FINANCIAL/MANAGEMENT INFORMATION

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IIS intends to keep AYP informed of all major investments and decisions and in certain cases intends to consider AYPs input in business matters that would influence Profits and Dividend distributions and exit strategies, among others. AYP

may request any information and IIS will make best effort to provide such information to protect its information

vigilantly in order to protect its investments and holdings and the interests of its shareholders.

i) IIS will provide monthly financial statements, and operational report.

ii) IIS will provide, prepared by a third party accounting firm, Quarterly unaudited financial

statements compliant with GAAP standards to be delivered within 30 days after the end of each

calendar quarter. IIS will also provide a quarterly status report.

iii) IIS will provide, prepared by a different third party accounting firm, Annual audited financial

statements prepared according to GAAP standards to be delivered within 90 days after the end of

each calendar year and after completing the necessary Federal and State Tax filings, will also

provide an Annual status report, with projections for the coming year in terms of new

investments, revenues and budget.

iv) IIS will conduct quarterly (or more frequently in case of major events) meetings or conference

calls as needed and as coordinated with AYP to keep AYP informed, to review Financial

Statements, to provide status updates and to answer any questions AYP may have regarding its

investment with IIS.

ARTICLE 9: DURATION OF THIS AGREEMENT

a) The present agreement shall become effective on the Effective Date as defined earlier in this agreement.

b) After the Effective Date, this Agreement shall remain in effect for the working capital investments, so long as the sales are economically productive or by selling the units in collaboration with

IIS to a third party. This agreement may also be terminated by IIS due to AYPs breach of this agreement,

or due to AYP circumventing IIS or interference with IIS management or disclosing Venture confidential

material to other parties without written permission from IIS as JV Partner.

c) Any termination of the present Agreement shall not impair any rights or Remedies of any Party hereto accrued prior to or subsequent to the termination, nor shall such termination relieve any Party of its

contractual obligations accrued prior to or subsequent to such termination, provided neither Party is in

default of the Agreement and the termination is by mutual written agreement.

d) After 5-10 years from the Effective Date, AYP will have the option to remain as a shareholder in the

Corporation. IIS reserves the 1st right to buy back AYPs venture units in part or in full at any time, at a price valued by a

neutral competent third party at the date of the transaction.

e) Should IIS be unwilling or unable to buy back AYP shares at AYPs request after the 5-10 years initial term

has ended, and then IIS and AYP will work cooperatively to find a suitable buyer for part or all of AYPs shares at a fair

market value per share determined by a neutral competent third Party. AYPs intent to sell its shares shall be made known in

writing to IIS Six (6) months prior to the end of the initial 5-10 year term.

ARTICLE 10: EXPIRATION AND CANCELLATION

This confidential memorandum shall expire sixty business days from date of issue if not executed by that time or if

funds are not released in full by AYP and received in full by IIS.

10.1 This Agreement shall expire as provided in Article 9 hereon. It may also be terminated by either Party for

any of the following reasons and conditions:

a) In the unlikely event that IIS committed gross negligence or gross misconduct with respect to investing the AYP funds in

a manner inconsistent with this Agreement, IIS is to wrap-up its current operations, payoff all obligations up to that point

to creditors and return the balance of the original funds, if any, to AYP. This situation presumes no profits were made for

the shareholders of IIS.

b) If net profits are being achieved as per quarterly and annual financial reports and IIS fails to pay the dividends to c) AYP as agreed in this Agreement, IIS is to pay AYP the balance of its original investment, if any, plus 40% of any Net

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profits due to AYP after expenses and associated taxes are paid.

In the unlikely event that AYP commits circumvention around IIS in any manner or discloses IIS Confidential material,

contacts, project details and/or any other trade secret to another party without permission from IIS, or interferes with IIS management decisions and/or work, or with its agents, operators, employees, affiliates, contractors, subcontractors, hires,

or anyone or entity relating to IIS business, investments, portfolio and operations, regardless of whether or not any damages were caused

d) By its actions, then AYP forfeits its entire equity ownership in any and all its shares in IIS back to IIS.

10.2 After this agreement is signed, AYP will be liable for all losses if the funds were not released to IIS and

received by IIS within 15 business days. The losses include but not limited to this offerings costs, marketing cost, estimated at 1% to 2% of the Investment amount.

10.3 Any termination request from either Party shall be presented to the other Party in writing.

Affirmative Right:

In the unlikely event of a Material Breach of the Agreement by IIS due to gross negligence or gross misconduct as

determined by a Court of Law in Arizona, USA, and/or based on the findings of any concurrent audit or investigation by

AYP that leads it to believe that the affairs of IIS are conducted fraudulently by IIS for its own personal benefit, and

such fraud is also confirmed by a USA government agency or Court of Law in Arizona, USA. If so determined, legally, then AYP shall have the right to request from the appropriate Court remedies that include, but shall not be

limited to, the following:

a) Replace IIS officers; b) Buying out the current officers % CWI at current Net Market value, valued by a competent neutral

party, mutually agreed to. After which AYP shall take over 100% of all responsibilities and

liabilities and outstanding claims by any third parties or creditors, etc. of the Company and all of its

facilities;

c) Cause spin off/ sale of assets/ businesses;

d) Induct additional members into the venture by buying out any current officers shares to achieve a majority ownership;

e) Cause changes in the business plan;

f) Bring in new partner into the Company;

g) Determine utilization of surplus cash;

h) Cause the Company to undertake expansion or diversification projects or cause merger or acquisition of the Company; or

i) Take any actions that AYP deems fit to protect its interests in the Company. Observer:

AYP will be required to appoint one board member in the joint venture. AYP may appoint a person to attend such

meetings in person or otherwise. All expenses incurred by the appointed person shall be borne by AYP alone. IIS

already intends to keep AYP informed via regularly scheduled reports, statements, special meetings and minutes and

other forms of communication. IIS officers alone are responsible for all business decisions, strategies, and

investments. AYPs input is valuable and IIS intends to solicit and take into consideration AYPs suggestions and

input on major business events, and strategies (e.g. exit strategies) in order for the venture to implement major

decisions that is in the best interest of all members of the Joint Venture.

Non-Disclosure:

Each Party agrees not to disclose or otherwise reveal to any third Party the identities, addresses, telephone numbers,

patent right, facsimile numbers, e-mail addresses, telex numbers, bank codes, account numbers, financial reference,

or any other entities or information introduced by either Party to the other without the explicit written permission

of the introducing Party except where legally required. This Non-Disclosure is to be observed for three (3) years past

the termination of this Agreement or any extensions of it, and regardless of the nature of the termination.

Terms:

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This Agreement is valid for the AYP-IIS JOINT VENTURE. AYP has the option to request a termination of this

agreement within Five (5) years from the date of signing of this agreement; and may be extended as mutually agreed.

In that case AYP will work with IIS cooperatively to implement a suitable exit strategy.

Parties bound:

This Agreement shall be binding upon all undersigned Parties and their successors, associates, affiliates and assigns.

Each Party shall take reasonable steps to ensure that their Employees, Agents Representatives, Officers, Independent

Contractors, Shareholders, Principals and other third Parties abide by the provisions of this Agreement or otherwise

each party AYP and/or IIS are to ensure that there is to be no exposure, introductions or disclosures made to those

uncontrollable parties or individuals even if it were AYP or IIS in order to protect the interests of AYP or IIS.

Death:

In the event of death, or incapacitation of either Party their heirs and/or assigns shall continue with the role under

the terms herein this agreement or mutually agree to hire replacements to continue all obligations under this

Agreement.

Notice:

All notices, demands, consists, or requests given by the Parties shall be in writing transmitted by telecopy, email

or other means of facsimile transmission with return confirmation requested, postage prepaid, to the other Party,

the last facsimile number or address the Party has designated by notice herein, Notice shall be considered to have been

given.

Language:

The language in all the Agreement shall be in all cases constructed simply according to its fair meaning and not strictly for

or against any of the Parties and it is agreed that the English language is used.

Severability:

Should any portion of this Agreement be declared invalid or unenforceable, then such portion shall be deemed to be

severable from this Agreement and shall not affect the remainder hereof.

Integration:

This Agreement made a part of, and collectively constitutes the entire Joint Venture Investment Agreement between the

Parties and collectively supersedes all prior discussion, negotiations and Agreements, whether oral or written. The parties

further intend that this Agreement constitutes the complete and exclusive statement of its terms.

Amendments:

Any change or amendment to this Agreement, including oral modification supported by new consideration, must be

reduced to writing and signed by all Parties before it will be effective.

Waiver:

No waiver or default of any of this agreement by any Party shall be applied from any omission of such Party to take

action against the defaulting Party. One or more waivers of any covenant, terms or condition of this agreement by any

shall not be considered to be waiver of renders unnecessary consent or approval of said Party of any subsequent or

similar acts or omission.

Arbitration

This Investment Agreement and all together referred to in this document as Agreement shall be governed by the laws of USA, applicable to agreements executed and to be wholly performed therein and shall not be modified

except by a written document executed by both parties hereto. This Agreement expresses the entire understanding of the

parties hereto and replaces any and all former agreements or understandings, written or oral, relating to the

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subject matter hereof. Paragraph headings are for the convenience of the parties only and shall have no legal effect

whatsoever. Any controversy or claim arising out of, or in relationship to this Agreement, validity, construction or

performance of this or the breach thereof, shall be resolved by Arbitration in Arizona, USA, by an Arbitrator who is a

member of the USA Arbitration Association and who has significant experience in commercial and business law in

USA, before any legal action is taken. Cost of Arbitration shall be borne by the party making the claim.

Attorney's Fees:

In the event there was no resolution via Arbitration first, any legal action shall be filed in Arizona, USA. The defaulting

Party will be responsible for all legal costs.

Force and Effect of Documents:

The parties hereto covenant and agree that they will execute each such other and further instruments and documents

as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above

written.

SIGNED AND SEALED BY BOTH PARTIES

ALEXANDER YE. PUTILOV

12B, Malaya Morskaya Ulitsa, ST. Petersburg, 191186, Russia.

SIGNATURE: ____________________________ DATE: _______________________________

PRINT NAME: __________________________ TITLE: ______________________________

INTROIT SYSTEMS. 42602 West Avella Drive,Maricopa, Arizona 85138, USA.

(Hereinafter referred to as IIS)

SIGNATURE: _____________________________ DATE: _______________________________

PRINT NAME: _____________________________ TITLE: _______________________________