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TRANSACTION CODE:RECEIVER'S CODE: SENDER'S CODE:

DEED OF AGREEMENTBANK 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 enter into the date 00/00/2011, by and between the party described below:

The SENDER’S information

Corporate Name

Mailing Address .

Company Reg. NoCountry

Represented ByTitle

Passport NoNationality Direct Mobile phoneDirect Tel NoDirect Fax NoDirect Email

(Hereinafter referred to the 'SENDER’S on one part) and The RECEIVER’S information

Corporate Name

Mailing Address

Company Reg. NoCountry

Represented By

SENDER'S INITIAL PAGE 1 OF 14 RECEIVER'S INITIAL


Title

Passport.noNationality Direct Tel NoDirect Fax NoDirect Email add

(Hereinafter refered to the 'RECEIVE'S on the other part)

WHEREAS. The RECEIVER desires to buy BGs from the SENDER . RECEIVER 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 RECEIVER further confirms to cooperate with the SENDER .

WHEREAS. The SENDER desires to sell, transfer and assign all rights title and interest of the BGs available to it to the BUYER. SENDER 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 RECEIVER’S. SENDER 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 RECEIVER has agreed to buy the BG/SBLCs at total of 6% of Face Value (plus) consultant fees (2%) (plus) agents fees (1%) for the instruments requested and SENDER has agreed to issue BG/SBLCs for sale and both Parties hereby agree to the following:

1. Instrument BG/SBLC2. Total Face Value EUR/USD3. Issuing Bank HSBC/ Barclays/Credit Suisse/ Duetsche Bank4. Issuing Fee 6% of Full Face Value + 2%+1%AGENT commission to be shared 50-50 as specified

here below.5. Payment RECEIVER Pay For Bank Charges First SENDER Send Swift MT799 and place the

instrument on an euro screen AND MT760. 6. Hard Copy Bonded Courier within 7 banking days.after 30banking days SENDER refund

RECEIVER his bank charges to his account.

Transaction ProceduresPlease take note that any on pending or unfinished transaction for over 10banking days will be black list in ICC 500,450 and600 this is an instruction from IMF.

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

2. Within 2 days after both parties have executed this Agreement, SENDER will send bank form to RECEIVER ,RECEIVER fill and send back within 24hrs, SENDER bank will send RWA TO



RECEIVER bank by fax communication, RECEIVER bank will confirm the RWA BY reply to SENDER bank by fax.

3. RECEIVER within three (3) international banking days, instruct his Bank to send SWIFT MT-799 ICBPO or MT103/23 conditional payment of 6% to the SENDER’S provided receiving bank coordinates, which copy will be also provided to SENDER via e-mail for the verification and compliance.

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

5. RECEIVER shall pay brokers their fees and SENDER will give Reciver 3 to 5 banking days to his fee

of 6% by wire transfer, if RECEIVER refuse to pay the SENDER , SENDER will instruct the Issuing Bank to put a claim on the BG and thereby forcing the RECEIVER’S Bank to return the BG/SBLC by SWIFT MT760 to the Issuing Bank.

6. 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-SOLICITATIONThe RECEIVER hereby confirms and declares that the SENDER , its associates or representatives or any person or persons on its behalf has/have never ever solicited the RECEIVER, 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 MAJEUREAny 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 RECEIVER. For and On behalf of the SENDER .

_________________________ ____________________________Name: Name: Designation: Passport#: Passport No.: Nationality: Expiry Date: Date of Issue: Place of Issue: Date of Expiry:

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

SENDER BANK CO-ORDINATES TO ISSUE THE INSTRUMENT

Bank Name

Bank Address

Account Holder

Bank Officer

SWIFT Code

Account Number

SENDER 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).



RECEIVER’S BANK CO-ORDINATES TO RECEIVE THE INSTRUMENT

Bank Name

Bank Address

Bank Officer

Secured Tel:

SWIFT Code

Account Holder

Account Number

Signatory Name

RECEIVER’S BANK CO-ORDINATES TO PAY FEES Bank Name

Bank Address

Bank Officer

Secured Tel:

SWIFT Code

Account Holder

Account Number

Signatory Name

RECEIVER’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

We hereby confirm with full bank responsibility that we are ready, willing and able to issue bank guarantees/stand by letter of credit and deliver by MT760 in favor of



beneficiary in the face value of European Union Currency Euro(€/USD,000,000.00) with a validity of one (1) year and one (1) day.

We further confirm that the Bank Guarantee is cash-backed and is assignable, transferable and unconditionally callable upon maturity.

Please confirm you are ready to receive and fund this

bank instrument. Yours faithfully,

For and on Behalf of <Name of Bank>

[Electronic signatures of two (2) bank officers]

Authorized Bank Officer Authorized Bank Officer 2<Name, Title, Pin Code> <Name, Title, Pin Code>


TRANSACTION CODE:RECEIVER'S CODE:FIN/CHN/2,5BI SENDER'S CODE:

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/1001CURRENCY : EUROPRINCIPAL AMOUNT : 00,000,000DATE OF ISSUE : 00.10.2010MATURITY DATE : 00.10.2011DATE OF EXPIRY : 00.11.2012BENEFICIARY : 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 COUNTRYSUCH 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 NAMEISSUER BANK ISSUER BANKSENDER'S INITIAL PAGE 7 OF 14 RECEIVER'S INITIAL


DESIGNATION DESIGNATIONOFFICER CODE OFFICER CODE

CLIENT INFORMATION SHEET

IN ACCORDANCE WITH ARTICLES 2 AND 5 OF THE DUE DILIGENCE AND FEDERAL BANKING COMMISSION CIRCULAR OF DECEMBER 1999, CONCERNING THE PREVENTION OF MONEY LAUNDERING, AND ARTICLE 305 OF THE SWISS CRIMINAL CODE, THE FOLLOWING INFORMATION MAY BE SUPPLIED TO BANKS AND TO FINANCIAL INSTITUTIONS FOR PURPOSES OF VERIFICATION OF IDENTITY AND ACTIVITIES OF THE INVESTING MEMBER, AND THE NATURE AND ORIGIN OF THE FUNDS WHICH ARE TO BE UTILIZED.

1. Are Funds Currently Available for First Tranche ? : 2. Name of Funds Beneficial Owner : 3. Client Name (Signatory) : 4. Passport Number : 5. Country of Residence : 6. Passport Issue / (Date/Place) : 7. Passport Expiry Date : 8. Date and Place of Birth : 9. Home Address : 10. Home Telephone Number : 11. Home Fax Number : 12. Mobile Number : 13. Clients Email Address : 14. Do you speak English? : Yes15. Business Name : 16. Business Address : 17. Registered Office Domicile : 18. Registration Number : 19. Country / State of Incorporation : 20. Business Telephone Number : 21. Business Fax Number : 22. Legal Adviser: (Law Firm) : 23. Legal Adviser Mail Address: 24. Bank Name :

Branch: Bank Address:

Bank Officer / Title : Telephone Number : Facsimile Number : Account Number :Account Name : Account Signatory :

25. How were Funds earned? 26. Are Funds free and clear? 27. Brief Description of Corporate Activity:



DECLARATION: I declare that the information given above is both true and accurate. I am the signatory on the aforementioned bank account. I confirm and declare that the referenced funds are good, clean, and clear and of non-criminal origin and that said funds have been earned in the course of normal commercial business activity and legally generated. All parties have an obligation to respect professional secrecy and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all times.

SIGNED THIS 00 DAY OF OCTOBER 2011 FOR AND ON BEHALF OF Signature and Seal:

_________________________

Signatory Name :

Corporate Title: Passport Number:

Issue date:

Expiry date:

FEE PROTECTION AGREEMENT

Both SENDER and RECEIVER agree that the RECEIVER’S and SENDER’S agents are entitled to 3% of the *BGs face value commission fees. These commission fees will be shared between the SENDER’S and RECEIVER’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 RECEIVER to the agents and intermediaries listed in this FPA by wire transfer simultaneously with the RECEIVER’S payment of 6 % of the face value of the *BGs as selling fee to the SENDER 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 another 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 RECEIVER TO BE SHARED EQUALLY AS FOLLOW:

TOTAL COMMISSION OF ONE [1%] TO RECEIVER’S SIDE

RECEIVER agrees to pay beneficiary fees from below named Bank;1 % FROM FACE VALUE:

PARTICULARS PAYMASTER 1Name Law Firm Address Law Firm Telephone #Law Firm Facsimile #E-mail Bank Name

Bank AddressABA Routing NumberAccount NumberAccount Name

SWIFT Bank OfficerBank 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”

RECEIVER agrees to pay beneficiary fees from below named Bank;TOTAL COMMISSION OF TWO [2%] TO SENDER’S SIDE1%

PARTICULARS PAYMASTER 2Name CLOSEDLaw Firm AddressLaw Firm Telephone #Law Firm Facsimile #E-mail Bank Name





1%

PARTICULARS PAYMASTER 1Name CLOSEDLaw Firm Address Law Firm Telephone #Law Firm Facsimile #E-mail Bank Name







This Fee Protection Agreement has been agreed and executed by the undersigned on the date of , in 00/00/2011

For and On behalf of the RECEIVER.

Signature: Name: Designation: Passport No.: Expiry Date:



For and on behalf of SENDER

_________________________Name: Passport#: Nationality: Date of Issue: Date of Expiry:

(SENDER’S PASSPORT PICTURE IN COLOR)

(SENDER’S COPY OF COMPANY REGISTRAION CERTIFICATE)

(RECEIVER’S PASSPORT PICTURE IN COLOR)



(RECEIVER’S COPY OF COMPANY REGISTRAION CERTIFICATE)


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