Letter of Intent/Contract

ON THE LETTERHEAD OF THE BUYER

Transaction Code :

Seller’s Code:

Buyer’s Code:

Letter of Intent/Contract

Via: MR.SHONIT KC

Date:

To:

Attn:

Dear Sir,

I,______,holder of Republic of ______Passport No: ______, authorized signatory for ______, address at ______,(hereinafter “the Buyer”) hereby confirm with full corporate and legal responsibility, under penalty of perjury of law that We are ready, willing and able (RWA) to accept and provide funds for the following bank instruments, under the conditions described below with good, clean clear unencumbered Euro dollars of non-criminal origin.

Description of Instrument:

Instrument:Bank Guarantee (BG) – ICC 458

Age:Newly Issued/Fresh Cut

Interest Rate:Zero Percent (0%)

Term:One (1) Year and One (1) Day

Issuing Banks:HSBC London PLC

Currency:EURO

Contract Amount:FiftyBillion(50B)Euro – (500B)Euro R & E

Price:Sixty-two (62%) Percent of BG Face Value

Commission:Two (2%) Percent of BG Face Value:

Buyer’s side - 1%; Seller’s side – 1%

First Tranche:Five Hundred Million Euro (500M)

Subsequent Tranches:To be mutually agreed

Denomination: 500M each/ or as mutually agreed

Mode of Payment: MT103/23 Irrevocable Conditional Bank Pay Order (ICBPO).

Fee commission, simultaneously, paid to respective Paymasters as per the corresponding FPA which is incorporated as a material part of this LOI/contract.

Delivery: SWIFT MT-760 only followed by Hardcopy to be delivered via Bank courier within seven (7) banking days.

TRANSACTION PROCEDURES

1. BUYER completes, initializes, notarizes and duly signs this AGREEMENT, together with Client Information Sheet (CIS), Non-Solicitation, Copy of Signatory Passport, proposed tranche schedule and Corporate Resolution (where applicable)with full details of the paying/receiving bank (Buyer’s Bank) coordinates.

1. SELLER will complete, initialize and countersign back the AGREEMENT and make it as a binding contract. Both parties should lodge the AGREEMENT with their respective banks – so that each bank is made fully aware of the intended transaction.

1. Within two (2) international banking days,Buyer’s Bank issues and delivers Bank Capability/Comfort letter (BCL) or Proof of Funds (POF) via SWIFT MT799 to Seller’s bank confirming that Buyer has the financial capacity to conclude the transaction (courtesy copy of this SWIFT MT799 BCL or POF transmission shall be delivered by Buyer to Seller’s designated email address and/or fax number ). Seller’s bank responds by confirming receipt of SWIFT MT799 BCL or POF to Buyer’s Bank.

1. Within three (3) international banking days,the Seller’s bank delivers SWIFT MT799 RWA/Pre-advise of BG to Buyer’s bank (courtesy copy of this SWIFT MT799 RWA/ pre-advise transmission shall be delivered by Seller to Buyer’s designated email address and/or fax number ).

1. After verification of SWIFT MT 799 BG RWA/pre-advise and within three (3) international banking days, Buyer’s bank will issue Irrevocable Conditional Bank Payment Order (ICBPO) via SWIFT MT103/23 with total amount to be 62% of face value to Seller’s bank as guarantee for the payment of Bank instrument (courtesy copy of this SWIFT MT103/23 ICBPO transmission shall be delivered by Buyer to Seller’s designated email address and/or fax number ).

1. And within two (2) international banking days upon receipt of the SWIFT ICBPO MT102/23 duly authenticated and verified, the Seller’s BG issuing Bank (HSBC London PLC) will cause the issuance of the BG via SWIFT MT 760 to the Buyer’s Bank.(Courtesy copy of this SWIFT MT760 transmission shall be delivered by Seller to Buyer’s designated email address and/or fax number ).

1. Upon receipt of the BG via SWIFT MT 760 and verified and authenticated via banking regulation, and found to be satisfactory, the ICBPO Conditional MT 103, within one (1) international banking day will be automatically reverted to MT 103 – fund transfer (CASH) same day value to the nominated account at Seller’s Bank. Simultaneously, the Intermediaries’/Consultants’ Commission (2% in total) as registered in this agreement will also be paid via MT 103 fund transfer (cash) to their respective bank accounts.

1. Within seven (7) international bank days after confirmation of payment for BG, hard copies of the Bank Instrument (BG) shall be delivered via bonded bank courier to the Buyer's designated and nominated Bank.

1. Transactions and their settlement will continue according to above-noted procedures and pre-agreed tranche schedule, until contracted collateral instruments are fully delivered.

1. Any unauthorized calls by any party or its representatives/lawyers to probe or communicate in an improper way to the other party’s bank(s) in this transaction shall be prohibited and will be justifiable grounds for termination of this LOI/contract.

1. This Letter of Intent is a full recourse commercial commitment governed by the Law of the jurisdiction that both parties reside. This LOI is also governed by the standards under ICC Regulations.

Should Buyer default to pay the purchase price to the Seller and the intermediaries’/consultants’ commission fees as agreed after 7 international banking days of confirmation of BG MT760 in buyer’s bank account, Seller will instruct the issuing bank to put a claim on the BG thereby forcing the buyer’s bankers to return the BG MT760 to the issuing Bank.

BUYER Obligations:

The BUYER, with full corporate and legal responsibilities, and under penalty of perjury, confirms that he is fully aware of his financial ability and facilities with his bank when signing this LOI and/or other agreements and documents with the SELLER.

The BUYER further confirms that the Seller is authorized to verify the funds of each tranche of the Contract with his bank, if necessary. In the event of unsatisfactory verification, the transaction will be suspended immediately and the Buyer is in breach of the Contract and liable for legal consequences.

SELLER’s Obligations:

The SELLER with full corporate and legal responsibilities, and under penalty of perjury, confirms that he is fully aware of the commitment of the Instruments when countersigning this LOI.

The SELLER further confirms to deliver the instruments, to negotiate and make proper arrangements to continuously supply the instruments until the whole contracted volume is exhausted.

There will be no contact by either party to either bank without expressed written permission. Both parties may change banking coordinates with written notice to the other party.

BUYER'S BANK CO-ORDINATES:

BUYER
Passport
Beneficiaries Names
Bank Name
Bank Address
Account No.
Account Name
SWIFT Code
IFS Code
Bank Officer
Bank Telephone
Bank Fax
Correspondent Bank

SELLER’S NOMINATED BANKING DETAILS:

(62% OF FACE VALUE SHALL BE PAID TO THE BELOW ACCOUNT):

SELLER
Passport
Beneficiaries Names
Bank Name
Bank Address
Account No.
Account Name
SWIFT Code
IFS Code
Bank Officer
Bank Telephone
Bank Fax
Correspondent Bank

CLAUSES:

1.There will be no contact by either party to either bank without expressed written permission. Both parties may change banking coordinates with written notice to the other party.

2.This is a private transaction and as such shall not be interpreted as a securities transaction as interpreted or described in the United States securities act of 1934 as amended or by the laws of any other country.

3.Non-Circumvention/Non-Disclosure rules from the International Chamber of Commerce (ICC), Paris, France, and all amendments, are hereby incorporated by reference and shall apply to all parties to this transaction. Force majeure: the force majeure exception clause of the International Chamber of Commerce (ICC Publication #421) is hereby incorporated in and made an integral part of this contract.

4.SELLER warrants that the instruments are available under the terms and conditions of this document. Facsimile copies of this document shall be considered legally binding as though they were originals and copies signed at various times and locales will be considered as one document, legally binding. Information contained herein, including banking coordinates shall be kept strictly confidential and is not to be reproduced or used in any manner whatsoever other than in connection with the execution of this transaction.

5.Non solicitation agreement: I am hereby agreeing that all information received from you, your associates, organization, corporation, bank, collateral provider is a direct response to my request and is not in any way considered or intended to be asolicitation of funds/transactions/ purchase /lease of MTNs/BGs of any sort, or any type of offering and is intended for my general knowledge only. I hereby affirm under penalty that I have requested this information from you and your organization of my own choice and free will and further that you have not solicited me in any way.

6. In the event of a dispute concerning any aspect of the transaction, including breach of contract or claim of breach thereof, the parties agree to have the matter arbitratedunder the International Chamber of Commerce (ICC) rules of conciliation andarbitration.

7.Both parties confirm that each is fully empowered, legally qualified, and dulyauthorized to execute and deliver this document, and to be bound by its terms andconditions. Facsimile copies and signatures /electronically will be considered to be aslegally binding as originals.

8. Penalty Clause for Non-Performance:Should any of the Parties herein fail to perform as required by this contract, once signed, then, the failing Party shall indemnify the other Party for an amount of the 1% of the total quantity of the transaction; and half percent (.50%) of said One [1%] percent shall be paid and equally distributed, to all intermediaries as per IFPA signed.

The Intermediaries shall have the right to make a legal claim independently also, if the aggrieved Principal does not make a claim, for such amount of One [1%] percent, of the total amount contracted, in any court of jurisdiction against the party failing to perform.

9. The Buyer (authorized signatory) agrees to the notarization of this LOI/contract. If the Buyer fails to, appropriately, notarize this document, this LOI/contract will be rejected by the Seller and be rendered null and void.

We hereby declare that neither you or any other group or individual on behalf of you has solicited us further that all documents received will not be deemed or construed to be a solicitation of funds in connection with the Private Placement Transaction. We also confirm that there has not been any offer to buy or sell securities.

We hereby confirm that the herein specified Procedures, Terms and Conditions are fully acceptable to us. We further confirm that we are ready to proceed immediately and will lodge the contract to our bank once we received it duly countersigned by you.

GENERAL PROVISIONS:

1. This present Contract, in English, comprises the entire understanding of the parties with respect to the subject matter and any all representations made by either party contained herein. In any case of conflict between the original in English and any translation, the original version will prevail. Any and all verbal representation, warranties or statements by anyone shall be nil and void and shall have no force or affect whatsoever on this Contract, unless set forth in writing.

1. Any modifications or amendments to this Contract shall be made in writing and signed by the parties hereto as well as witnessed and/or attested accordingly. The parties hereto are aware, that the execution of this Contract may require further specifications, which shall be negotiated and drawn up in good faith. All the attachments, amendments or exhibits are considered an inseparable part of this Contract.

1. Nothing contained in this Contract shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision of this Contract and any statute, law, ordinance, order or regulation contrary to which the parties hereto have no right to contract, such statute, law, ordinance, order or regulation shall prevail, provided that in such event;

(a)The provision of this Contract so effected shall be limited only to the extent necessary to permit compliance with the minimum requirement,

(b)No other provisions of this Contract shall be effected thereby, and

(c) All such other provisions shall continue in full force and effect.

1. No waiver, expressed or implied, by either party of any breach of this Contract shall be deemed a waiver of any other provision hereof, nor shall such a waiver thereafter prevent any action or claim concerning that or any subsequent breach of this Contract.

1. All notices required to be given by one party or another shall be given in writing by letter, fax or by registered mail and must be signed by the sender. Any change of address must be given in writing to the other party (ies) without delay. Whereas facsimile transmission of or under this Contract is deemed to be necessary as a mean of obtaining signatures, it is agreed that such facsimile will constitute and create an original, legally binding and enforceable document for any Court of Law.

1. Each of the parties shall execute and deliver all necessary written documents and instruments, shall take such other action as may be required by law, the circumstances or the present Contract, or may in the reasonable opinion of either party be necessary or appropriate to carry out the provisions, intent and purpose of this agreement and/or any of its amendments, attachments etc. The parties agree to work together in good faith to best fulfill the purpose and commercial potential of this agreement, and to remain open to the discussion of changes that may be advisable or necessary should there be changes in law, economic or business circumstances.

1. In the event that any controversy, dispute or claim arises out of or relates this Contract, the prevailing party shall be entitled to recover all its costs and expenses of such action or proceeding as well as its actual attorneys´ fees as an element of its costs and not as an element of its damages, regardless whether or not such action or proceeding proceeds to final judgment. A party not entitled to recover its costs of suit or arbitration may not recover attorneys` fees.

EDT ( Electronic document transmissions )

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-

1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and

2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3- EDT documents shall be subject to European Community Directive No.95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

In WITNESS WHEREOF, the parties hereto have duly signed and executed this Contract.

ACCEPTED BY/FOR/ON-BEHALF-OF THE SELLER:

(Add corporate seal/stamp)

SIGNED:______, 2009

Title:

Name:

Tel:

Email:

ACCEPTED BY/FOR/ON-BEHALF-OF THE BUYER:

(add corporate seal/stamp)

SIGNED:______, 2009

Title:

Name:

Tel:

Email:

(FOR A.M.L.A. PURPOSES, BUYER MUST ENSURE LOI/CONTRACT IS NOTARIZED)

NOTARY PUBLIC

ON THIS (DATE)

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED ______HOLDING PASSPORT NUMBER PRESIDENT /DIRECTOR OF ______, TO ME KNOWN TO BE THE INDIVIDUAL DESCRIBED IN AND WHO EXECUTED THE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HIS FREE ACT AND DEED

MY COMMISSION EXPIRES:

NOTARY PUBLIC

[SEAL]

CLIENT INFORMATION SHEET

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) / Buyer’s Name / :
Business Address / :
Business Registration No. / :
Telephone / :
Facsimile / :
E-Mail Address / :
2) / Represented By / :
Nationality / :
Passport No. / :
Date if Issue / :
Date of Expiration / :
Date & Place of Birth / :
Address / :
Telephone and Mobile # / :
E-Mail Address / :

Bank co-ordinates

/ :
Name of Bank: / :
Bank address: / :
Bank Account Name / :
Bank Account Number:
Bank SWIFT CODE:
ROUTING NO:
Bank Officer Name & Title
Tel No.
3) / Funds Information / :
Origin- / :
Are Funds clean and Clear? / :
Brief Corporate activities

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 origins of funds are in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.

______

Print Name:

Company:

Title:

Passport No:

Country of issue:

Date of Issue:

CLEAR PASSPORT COPY WITH BUYER’S SIGNATUERE.

ON BUYER’S LETTERHEAD TYPED IN 14 SIZE FONTWITH FULL ADDRESS

CORPORATE RESOLUTION

Re: BG Private Placement Transaction.

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF ______HAVING IT’S ADDRESS AT ______, ______, [HEREAFTER “COMPANY”] ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON ______, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED:THAT MR. ______PASSPORT NUMBER ______[………] SHALL BE AND HEREBY IS APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANY FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH a BG transaction, AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK [S] HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE INVESTMENT OR DEPOSIT CONTRACTS WITH HIS SELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.