(MT103) USD-P_[1]_JDB_

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EURO PS CODE:

USD PS CODE:TRANSACTION CODE :

PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENTEU EURO ( EUR) FOR US DOLLARS ($ USD)

BANK TO BANK-SWIFT MT103

THIS PRIVATE FOREIGN EXCHANGE TRANSACTION AGREEMENT ANDTHE FOUR (4) ATTACHED ANNEXES ARE ENTERED ON THIS __ DAY OFXXX, 2012 BY AND BETWEEN:

USD EXCHANGER :ADDRESS :TELEPHONE :FACSIMILE :REPRESENTED BYCONTACT PERSON

::

(HEREINAFTER REFERRED TO AS USD EXCHANGER OR USD PROVIDER)AND

EURO EXCHANGER :ADDRESS :TELEPHONE :FACSIMILE :REPRESENTED BYCONTACT PERSON

::

(HEREINAFTER REFERRED TO AS EURO EXCHANGER OR EUROPROVIDER)

WHEREAS, IN CONSIDERATION OF THE PROMISES AND THE MUTUALCOVENANTS, WARRANTIES, TERMS AND CONDITIONS HEREINCONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION,THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBYACKNOWLEDGED, THE UNDERSIGNED PARTIES AGREE AND STATETHAT THEY WISH TO ENTER INTO THIS AGREEMENT FOR THEEXCHANGE OF UNITED SATES DOLLARS (USD) FOR EUROS (EUR)UNDER THE FOLLOWING TERMS AND CONDITIONS:

a. THE USD PROVIDER PRESENTS THE LEGAL TENDER UNITED

STATES DOLLARS (USD) AVAILABLE IN A BANK ACCOUNT ANDWARRANTS, AND UNDER PENALTY OF PERJURY LAWS OFJURISDICTION AS IT APPLIES, CONFIRMS THAT THE US DOLLARFUNDS ARE TOTALLY DERIVED FROM LEGAL SOURCES AND NOTFROM ANY ILLEGAL DRUG TRAFFIC OR MONEY LAUNDERINGACTIVITIES, TERRORIST GROUP OR ASSOCIATION AND NEITHERFROM ANY OTHER CRIMINAL ACTIVITY, AND CONFIRMS THAT THEFUNDS ARE GOOD, CLEAN, CLEAR, OF NON-CRIMINAL ORIGIN, FREEFROM ANY LIENS AND TAXES, FREELY TRANSFERABLE TO BE

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Initials USD PS Initials EURO PS

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EXCHANGED FOR EUROS (EUR). AND,b. THE EURO PROVIDER PRESENTS THE LEGAL TENDER EUROS(EUR) AVAILABLE IN A BANK ACCOUNT, AND WARRANTS, AND

UNDER PENALTY OF PERJURY LAWS OF JURISDICTION AS IT APPLIES,CONFIRMS THAT THE EUROS FUNDS ARE TOTALLY DERIVED FROMLEGAL SOURCES AND NOT FROM ANY ILLEGAL DRUG TRAFFIC ORMONEY LAUNDERING ACTIVITY, TERRORIST GROUP ORASSOCIATION AND NEITHER FROM ANY OTHER CRIMINAL ACTIVITY,AND CONFIRMS THAT THE FUNDS ARE GOOD, CLEAN, CLEAR, OFNON-CRIMINAL ORIGIN, FREE FROM ANY LIENS AND TAXES, FREELYTRANSFERABLE TO BE EXCHANGED FOR UNITED STATES DOLLARS(USD). AND,c. THE PARTIES CONFIRM THAT THEIR RESPECTIVE BANK OFFICERSARE FULLY AWARE OF THE REFERENCED TRANSACTION, AND ARE

READY TO ADHERE TO AND PROCEED WITHIN TERMS ANDCONDITIONS OF THIS AGREEMENT. AND, THE PARTIES SHALL HAVETHIS SIGNED PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT(PFCEA) DEPOSITED WITH THEIR RESPECTIVE BANKS HANDLING THETRANSACTION FOR THE USD AND EURO EXCHANGE.

THIS CURRENCY EXCHANGE TRANSACTION IS A BANK-TO-BANKTRANSACTION, TO BE EXECUTED VIA SWIFTTRANSMITTAL TRANSFERUPON BANKS AGREEMENT, ACCORDING TO THE FOLLOWING TERMS,CONDITIONS AND AGREED BANK TO BANK PROCEDURE.

EURO PRINCIPALS CURRENCY: EUROUSD PRINCIPALS CURRENCY: US DOLLARS

1.1 DESCRIPTION OF THE UNITED STATES DOLLARS (USD) CURRENCY:

CURRENCY: UNITED STATES DOLLARS; LEGAL TENDER OF

USA.

ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN.

YEAR OF CURRENCY ISSUE:

CURRENT VALID CURRENCY; IN CIRCULATION,FREE FROM ANY LIENS OR ENCUMBRANCES,

FREELY TRADABLE IN ANY COUNTRY

CONTRACT QUANTITY: 50 BILLION USD WITH R & E TO 30 T

FIRST TRANCHE: USD 49.5 MILLION USD

SUBSEQUENT TRANCHES: PER TRANCHE AS AGREED

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1.2 DESCRIPTION OF THE EUROPEAN UNION EURO (EUR) CURRENCY:

CURRENCY: EUROS, LEGAL TENDER OF E. U.ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN.

YEAR OF CURRENCY ISSUE:

CURRENT VALID CURRENCY; IN CIRCULATION,

FREE FROM ANY LIENS OR ENCUMBRANCES,

FREELY TRADABLE IN ANY COUNTRY

CONTRACT QUANTITY: EQUIVALENT AMOUNT OF 50 BILLION USD WITH

R & E

FIRST TRANCHE: EQUIVALENT AMOUNT OF USD 49,5 MILLION

USD

SUBSEQUENT TRANCHES: PER TRANCHE AS AGREED SCHEDULE

2. TRANSACTION CONDITIONS:

TRANSACTION MODE: BANK-TO-BANK (SWIFT MT103)

RATE OF EXCHANGE: LONDON MORNING FIXING INTER-BANK

EXCHANGE RATE.

BONUS: GROSS 15% USD; NET 10% TO THE EURO

PRINCIPAL

CONSULTANCY FEES: TOTAL OF 5% ALLOWED TO BE SPLIT ON 50 / 50

BASIS

USD PRINCIPAL SIDE: 2.50% TO USD-PS SIDE, TO BE PAID BY

EUROPRINCIPAL (CLOSED)

EURO PRINCIPAL SIDE: 2.50% TO EURO-PS SIDE, TO BE PAID BY EURO

PRINCIPAL

FEE TRANSACTION MODE: FROM EURO-PS BANK

UNCONDITIONALLY TO PAYMASTERS.

USD MOVES FIRST WITH SWIFT MT103PER EACH $100 USD THE EURO PRINCIPAL SHALL PAY THE

EQUIVALENT VALUE IN EUROS OF $85 USD ON THE DAY OF EACHTRANCHE.

3. TRANSACTION PROCEDURES:

1) THE EURO PROVIDER OR AUTHORISED MANDATED REPRESENTATIVE

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WOULD ACCEPT, SIGN, SEAL AND RETURN THIS CURRENCY EXCHANGEAGREEMENT ALONG WTH THE FPA, PASSPORT COPY AND CIS BY EMAILIN PDF-FORMAT (HARD COPIES TO BE SENT BY COURIER SERVICE IF

REQUIRED).

2) USDP OR MANDATES EXCHANGE FULL DUE DILIGENCE COMPLIANCEPACKAGE, SIGN AND SEND BACK TO EURO PROVIDER.

a. NO BANK TO BANK CALLS OR COMMUNICATION ALLOWED OTHERTHEN SWIFT MT 103

3) THIS AGREEMENT ALONG WITH THE FPA IS TO BE LODGED WITHEACH PARTYS BANK.

4) AT A SPECIFIED TIME: 14.00. EURO TIME, THE EURO-P BANK OFFICERCONTACT THE US DOLLAR P BANKER VIA SWIFT MT103 /23CONDITIONAL

4.1) EURO PROVIDER WILL SEND COPY OF THE SWIFT MT 103/23 VIAEMAIL TO

5) UPON RECEIPT OF THE EURO PRINCIPALS MT103/23, THE USDPRINCIPALS BANK TRANSFERS USD VIA MT103 UNCONDITIONAL SWIFT(MT103) TO THE EURO PRINCIPALS CLOSING BANK COORDINATES THEFIRST TRANCHE OF 49,5 MILLION USD.

6) THE EURO PROVIDER PAYS OUT THE NECESSARY AGREEDCOMMISSIONS AS PER THE FPA AGREEMENT ATTACHED TO THISCONTRACT.

7) FURTHER TRANCHES ARE TO BE CONTINUED AS PER THE ABOVEPROCEDURE UNTIL THE USD IS EXHAUSTED OR THE AMOUNT OFAGREEMENT IS COMPLETED.

BANKING COORDINATES OF EURO PRINCIPAL AND USDPRINCIPAL AS PER ANNEX A

THE PARTIES MUST FOLLOW THE GUIDELINES PROVIDED BY THE RULESOF THE BANKS ON THE ANTI-TERRORISM ACT AND THE PATRIOTACT II AND I. THE PARTIES WILL NOT BE HELD RESPONSIBLE FOR

ANY HARMFUL MONEY LAUNDERING.UNAUTHORIZED BANK CONTACTS WILL RESULT IN IMMEDIATE

TERMINATION OF THIS CONTRACT

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4. BANKING COORDINATES AND INSTRUCTIONS FOR USD-P AND EUR-P:

THE RESPECTIVE BANK ACCOUNT DETAILS ARE LISTED IN ANNEXA ATTACHED AND CANNOT BE CHANGED FOR THE LIFE OF THISAGREEMENT WITHOUT WRITTEN NOTICE GIVEN TO ALLBENEFICIARIES OF CONSULTING FEES AND COMMISSIONS FIVEDAYS PRIOR TO ANY CHANGE.

5. CONSULTANCY FEES:

THE PAYOR OF THE CONSULTING FEES AND COMMISSIONS ASWELL AS THE EURO PRINCIPAL AND USD PRINCIPAL AS

PRINCIPALS, IRREVOCABLY COMMIT THEMSELVES TO TRANSFER,UPON SETTLEMENT OF EACH TRANCHE EXCHANGED, INCLUDINGALL ROLLS AND EXTENSIONS, THE CONSULTANCY FEES ASFOLLOWS:

A. CONSULTANCY FEES TO EURO-PRINCIPALS SIDE:TO BE PAID BY THE EURO PRINCIPAL TO THE BANK ACCOUNTSDESIGNATED BY THE PAYMASTERS IN ANNEX D ATTACHED.B.CONSULTANCY FEES TO USD-PRINCIPALS SIDE:TO BE PAID BY THE EURO PRINCIPAL TO THE BANK ACCOUNTSDESIGNATED BY THE PAYMASTER IN ANNEX D ATTACHED.

6. CONSULTANCY FEES BANKING INSTRUCTIONS AND INFORMATION:

THE EURO PRINCIPAL SHALL RELEASE AND OTHERWISETRANSFER FUNDS IN THE FORM OF USD FOR PAYMENT OF THEPAY ORDERS FEE AGREEMENT- ATTACHED HEREWITH TO THEEUR AND USD FACILITATORS & BENEFICIARIES, TO THENOMINATED BANK ACCOUNTS INDICATED IN THE PAY ORDERS,BY SWIFT WIRE TRANSFER. ALL PAYMENTS TO FACILITATORSWIRE TRANSFERS SHALL STATE THE FOLLOWING INSTRUCTION:

FOR IMMEDIATE CREDIT- INSTANT CASH PAYMENT - SAME DAYVALUE

7. OTHER TERMS AND CONDITIONS:

1. EXCHANGE RATE:THE EXCHANGE RATE IS AGREED AS THEOFFICIAL INTER-BANK EXCHANGE RATE AS OF THE DATE OFEXCHANGE. IF CLEARED FUNDS ARE RECEIVED INTO THEIR BANK

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ACCOUNT PRIOR TO THE 2.30 PM CUT OFF TIME PREVIOUSLYADVISED, THE DAY WHEN THE EURO FUNDS ARE DEPOSITED INTHE USD ACCOUNT FOR THE TRANSACTION IS CONSIDERED AS

EXCHANGE DATE, OTHERWISE THE NEXT WORK DAY WILL BETHE ONE VALID AS EXCHANGE DATE.

2. TERM OF AGREEMENT: THIS CONTRACTUAL AGREEMENT IS AFULL RECOURSE COMMERCIAL COMMITMENT ENFORCEABLEUNDER THE LAWS OF THE JURISDICTION OF USA, UK,SWITZERLAND OR ANY EUROPEAN UNION COUNTRY AS ITAPPLIES. AND SAID LAW SHALL GOVERN THE INTERPRETATION,ENFORCEABILITY, PERFORMANCE, EXECUTION, VALIDITY ANDANY OTHER SUCH MATTERS REGARDING THIS CONTRACT.AND, IT IS IN FULL FORCE AND EFFECT UNTIL COMPLETION OFTHE TRANSACTION AND IT IS LEGALLY BINDING UPON THE

PARTIES SIGNATORIES, THEIR HEIRS, SUCCESSORS ANDASSIGNS, AGENTS, PRINCIPALS, ATTORNEYS AND ALLASSOCIATED PARTIES INVOLVED IN THIS CONTRACTTRANSACTION.

3. CODES OF IDENTIFICATION: THE PARTIES TO THIS CONTRACTAGREE THAT ALL DOCUMENTS RELATED TO THIS TRANSACTIONSHALL INDICATE THE CODES AS INDICATED HEREIN. INADDITION, THE CODES SHALL NOT BE CHANGED DURING THETERM OF THIS TRANSACTION CONTRACT, INCLUDING ALLROLLOVERS, RENEWALS, EXTENSIONS AND ALL ADDITIONS.

4. UNAUTHORIZED BANK COMMUNICATION: NEITHER PARTY ISALLOWED TO CONTACT THE BANK OF THE OTHER PARTYWITHOUT THE AUTHORIZATION OF THE PARTY WHOSE BANK ISTO BE CONTACTED. ANY UNAUTHORIZED CONTACT ACT ISBREACH OF THIS CONTRACT.

5. TAXES, INSTITUTIONAL COSTS: BOTH PARTIES HERETOINDIVIDUALLY AND SEPARATELY ACCEPT LIABILITY OF TAXES,IMPOSTS, LEVIES, DUTIES OR CHARGES THAT MAY BEAPPLICABLE IN THE EXECUTION OF THEIR RESPECTIVE ROLES INTHIS TRANSACTION.

6. PENALTY CLAUSE FOR NON-PERFORMANCE: SHOULD ANY OF THEPARTIES HEREIN FAIL TO PERFORM AS REQUIRED BY THISCONTRACT. ONCE SIGNED, AND AFTER THE TERM OF VALIDITYTHEREOF HAD EXPIRED, THEN, THE FAILING PARTY SHALLINDEMNIFY THE OTHER PARTY FOR AN AMOUNT OF THE 2% OFTHE TOTAL QUANTITY OF THE TRANSACTION. AND ONE PERCENT

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OF SAID TWO [2%] PERCENT SHALL BE PAID AND EQUALLYDISTRIBUTED, TO EACH OF THE MANDATARS THAT MADE THEINTRODUCTION OF THE SIGNATORIES POSSIBLE.

7. LAW AND ARBITRATION: THIS CONTRACT IS A FULL RECOURSECOMMERCIAL COMMITMENT ENFORCEABLE UNDER THE LAWS OFJURISDICTION OF THE COUNTRIES WHERE THIS TRANSACTION ISEFFECTUATED, AND ANY DISPUTE IS TO BE RESOLVED UNDERTHE ICC RULES FOR ARBITRATION, UNLESS THE AGGRIEVEDPARTY TAKES LEGAL ACTION IN A COURT OF JURISDICTION. THESWISS, BRITISH OR ANY EUROPEAN UNION COUNTRY LAW SHALLBE THE APPLICABLE LAW, AS THE AGGRIEVED PARTY MAYCHOOSE, AND SHALL GOVERN THE INTERPRETATION,CONSTRUCTION, ENFORCEABILITY, PERFORMANCE, EXECUTION,

VALIDITY AND ANY OTHER SUCH MATTERS REGARDING THISCONTRACTUAL AGREEMENT. THE PARTIES HERETOACKNOWLEDGE AND AGREE THAT ANY DISCREPANCY AND/ORDISPUTE IN APPLICATION OF THIS AGREEMENT WILL BE SOLVEDAMICABLY, BUT IF THIS IS NOT POSSIBLE, THE ARBITRATIONPROCEDURE IS TO BE FOLLOWED.

8. THIS CONTRACT IS INTENDED TO BE PERFORMED INACCORDANCE WITH, AND ONLY TO THE EXTENT PERMITTED BY,ALL APPLICABLE LAWS OF JURISDICTION, ORDINANCES, RULESAND REGULATIONS. IF ANY PROVISION OF THIS CONTRACT BECONSIDERED INVALID OR UNENFORCEABLE, THEN, THEREMINDER OF THIS CONTRACT SHALL NOT BE AFFECTED ANDSHALL BE ENFORCED TO THE GREATEST EXTEND PERMITTED BYLAW.

9. NON-DISCLOSURE AND NON-CIRCUMVENTION: BOTH PARTIESARE TO BE BOUND AND TO ABIDE BY THE NON-CIRCUMVENTIONNON-DISCLOSURE RULES OF ALL ISSUES BY THE ICC, PARIS /FRANCE, LAST EDITION OF WHICH SHALL APPLY TO THISTRANSACTION FOR A PERIOD OF FIVE (5) YEARS, NO MATTERWHETHER DIRECT OR INDIRECT.

10. EDT- ELECTRONIC DOCUMENT TRANSMITTAL &COUNTERPARTS: THIS CONTRACT MAY BE EXECUTED INMULTIPLE COPIES AT DIFFERENT TIMES AND PLACES, EACHBEING CONSIDERED AN ORIGINAL AND BINDING. ALL FACSIMILE /ELECTRONIC TRANSMITTAL/ COMMUNICATIONS RELATING TOTHIS TRANSACTION AND WHICH ARE MUTUALLY ACCEPTED BYTHE PARTIES, SHALL BE DEEMED LEGALLY BINDING ANDENFORCEABLE DOCUMENTS FOR THE DURATION OF THE

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TRANSACTION.

11. FORCE MAJEURE: THE FORCE MAJEURE EXCEPTION

CLAUSE OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICCPUBLICATION NO. 421) IS HEREBY INCORPORATED AND MADE ANINTEGRAL PART OF THIS AGREEMENT. A PARTY CANNOT BE HELDIN DEFAULT IF THE REASON IS CAUSED BY FORCE MAJEURE.CASE MAY BE, WHEN EXECUTED BY BOTH PARTIES.

IN WITNESS WHEREOF, THE UNDERSIGNED HAVE READ THISDOCUMENT AND HAD ADVISE OF ITS LEGALITY AND AFTERUNDERSTANDING THE CONTENT OF THIS CONTRACT WRITTEN IN THEENGLISH LANGUAGE, BY KNOWLEDGE OF THE LANGUAGE OR BYPROFESSIONAL TRANSLATION TO THE PARTYS LANGUAGE AND LEGAL

ADVISE, AND INITIALED ALL THE PAGES OF THIS CONTRACT.INADDITION, FULLY UNDERSTAND AND AGREE THAT ITS EXECUTIONCONSTITUTES AN ACCEPTANCE OF ALL OF ITS MUTUALLY PROTECTIVECOVENANTS, TERMS AND CONDITIONS, AND IS LAWFULLY BINDINGUPON THE PARTIES, AND THEIR LEGAL HEIRS, SUCCESSORS,REPRESENTATIVES AND ASSIGNS.

THIS SPACE INTENTIONALLY BLANK

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BY THE USD PROVIDER / AUTHORIZED SIGNATORY:

I HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY ANDFRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN IS

ACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THEFULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATEDBELOW BY THE SIGNATURE.

SIGNATURE: _________________________DATE: _______________SIGNATORIES FULLNAME:TITLE:ADDRESS:TELEPHONE NUMBER:

FASIMILE NUMBER:CELL PHONE NUMBER:E-MAIL ADDRESS:PASSPORT NUMBER(COUNTRY):DATE OF ISSUE/EXPIRATION:

BY THE EURO PROVIDER / AUTHORIZED SIGNATORY:

I HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY ANDFRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN ISACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THEFULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATEDBELOW BY SIGNATURE:

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SIGNATURE: DATE: 0X02.2012SIGNATORIES FULLNAME:TITLE: EURO PROVIDERADDRESS:TELEPHONE NUMBER:FASIMILE NUMBER:CELL PHONE NUMBER:E-MAIL ADDRESS:PASSPORT NUMBER(COUNTRY):DATE OF ISSUE/

EXPIRATION:

ANNEX A

USD PRINCIPALS BANKING COORDINATES:

BANK NAME HOLDINGUSD

:

BANK ADDRESS :

ACCOUNT NAME :

ACCOUNT N :

IBAN CODE :

SWIFT / BIC CODE :

BANK OFFICER :

TELEPHONE N. :

FACSIMILE N :

E-MAIL BANK :

EURO PRINCIPALS BANKING COORDINATES:

BANK NAME HOLDINGEURO

:

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BANK ADDRESS :

ACCOUNT NAME :

ACCOUNT N :

IBAN CODE :

SWIFT / BIC CODE :

BANK OFFICER :

TELEPHONE N. :

FACSIMILE N :

E-MAIL BANK :


ANNEX B

THE TRANCHE SCHEDULE (ALL AMOUNTS BELOW ARE IN USD):

DAY

MULTIPLETRANSACTIO

N PER DAYAMOUNTS /

TRANCHESTOTAL PER

DAY

COMPLETEDTRANSACTION

TOTAL

1 149,500.000.0

049,500.000.0

049,500.000.

00

2 1200,000,000.0

0200,000,000.0

0 249,500,000.00

3 1200,500,000.0

0200,500,000.0

0 500,000,000.00

4 1200,000,000.0

0200,000,000.0

0 700,000,000.00

5 1300,000,000.0

0300,000,000.0

01,000,000,000.

00

6 1500,000,000.0

0500,000,000.0

01,500,000,000.

00

7 1500,000,000.0

0500,000,000.0

02,000,000,000.

00

8 1500,000,000.0

0500,000,000.0

02,500,000,000.

00

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9 1500,000,000.0

0500,000,000.0

03,000,000,000.

00

10 1

500,000,000.0

0

500,000,000.0

0

3,500,000,000.

00

11 11,000,000,000.

001,000,000,000

.004,500,000,000.

00

12 11,000,000,000.

001,000,000,000

.005,500,000,000.

00

13 11,000,000,000.

001,000,000,000

.006,500,000,000.

00

14 11,000,000,000.

001,000,000,000

.007,500,000,000.

00

15 11,000,000,000.

001,000,000,000

.008,500,000,000.

00

16 1 SUBSEQUENT TRANCHESWILL BEAGREED

17 1 UPON BY THE BANKS

18 1

19 1

20 1

SUBSEQUENT TRANCHES WILL BE AGRRED UPON BY THE BANKS.ADDITIONAL TRANCHES WILL BE IN THE SAME AMOUNTS.

IF A TRANCHE DAY IS A NATIONAL HOLIDAY, THE EXCHANGE IS TO BEEXECUTED IN THE NEXT SUBSEQUENT OR IN THE PRIOR BANKING DAY.ALL OTHER TERMS AND CONDITIONS WILL BE IN ACCORDANCE WITH

THIS CONTRACT.


ANNEX C

IRREVOCABLE MASTER FEE PROTECTION AGREEMENTFOR THE TRANSACTION OF THE PRIVATE FOREIGN CURRENCY

EU EURO ( EUR) FOR US DOLLARS ($ USD)

TO BE SIGNED BY EURO PRINCIPAL, TO THE BENEFICIARIES OF THISFEE AGREEMENT:

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USD PRINCIPAL SIDE: 2.50 % (PAID BY THE EURO PRINCIPAL) CLOSED

EUR PRINCIPAL SIDE: 2.50 % (PAID BY THE EURO PRINCIPAL)

ON THE MATTERS OF THE TRANSACTION CODE INDICATED HEREIN FORTHE EXCHANGE OF US DOLLARS AGAINST EUROS IN THE TOTALCONTRAT AMOUNT OF 50B USD WITH ROLLS AND EXTENSIONS AND ATOTAL BONUS OF 5% TO BE PAID IN FEES,

I, Euro provider name ,AS THE EURO PRINCIPAL PAYING FEES,IRREVOCABLY AND WITH FULL LEGAL AUTHORITY, AND CORPORATERESPONSIBILITY, HEREBY AGREE AND GUARANTEE TO PROTECT, ANDIMMEDIATELY CAUSE TO PAY, THROUGH THE PAYMASTER TO THEBANKING COORDINATES PROVIDED BY THE BENEFICIARIES, THE FEE

AMOUNT OF 5.00% (FIVE PERCENT) IN US DOLLARSOR EUROS PEREACH TRANCHE DELIVERED OF THE TOTAL CONTRACT AMOUNT TO BEPAID AND DIVIDED AS AGREED HEREIN AND, TO BE PAID TO EACH OFTHE FACILITATORS/ MEDIATORS/ INTERMEDIARIES AND AGENTS OFTHE EURO PRINCIPALS SIDE INVOLVED IN THIS TRANSACTION AND,THE DISBURSEMENT OF CONSULTING FEES AND COMMISSIONS ARE TOBE MADE IMMEDIATELY UPON CLOSING OF EACH AND EVERYTRANSACTION TRANCHE DELIVERED, WITHOUT RESTRICTIONS,IMPOSTS OR TAXES IMPOSED, OR IMPEDIMENT, DELAYS OF ANY KINDOR NATURE WHATSOEVER OF ALL QUANTITIES / TRANCHESSCHEDULED TO BE DELIVERED AND PAID BY THE PAYOR/GUARANTOR

OF THE CONSULTING FEES/COMMISSIONS TO THE DESIGNATEDPAYMASTERS. FURTHERMORE, THE DELIVERY OF THESE FUNDS ISGUARANTEED WITH FULL CORPORATE AUTHORITY ANDRESPONSIBILITY AS GOOD, CLEAN, CLEAR FUNDS OF NON-CRIMINALORIGIN.

WE, THE UNDERSIGNED, AGREE THAT THIS PAYMENT IS IRREVOCABLE,AND UNCONDITIONAL, AND SHALL BE MADE IMMEDIATELY BY A FREELYNEGOTIABLE BANK DRAFT, OR CASH SWIFT WIRE TRANSFER IN UNITEDSTATES DOLLARS OR EUROS PER TRANCHE TRANSACTED OFPRINCIPAL SUMS, THESE CONSULTING FEES AND OR COMMISSIONS

WILL BE PAID REGARDLESS WHETHER THE BANKS OR TRANSACTIONSCODES ARE CHANGED. THE SAME PROPERTY RIGHTS OFINTRODUCTION OF SOURCES AND OF BUSINESS CONNECTION WILL BEUPHELD AND HONORED AS PER CONTRACT.

FEES PAID BY THE EURO PRINCIPAL TO THE US DOLLAR SIDEBENEFICIARIES PAYMASTER:

A) USD SIDE: 2.50% USDP SIDECOMMISSIONOF THE CONTRACT TOTAL

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AMOUNT

B) EURO SIDE: 2.50% EURO P SIDECOMMISSION OF THE CONTRACT

TOTAL AMOUNT SPLITTING:B 1) EURO Group: 1,25% COMMISSION OF THE CONTRACT

TOTAL AMOUNT

B 2) USD Group: 1,25% COMMISSION OF THE CONTRACTTOTAL AMOUNT

A) - USD PROVIDERS SIDE PAYMASTER: TWO POINT FIVE ZEROPERCENT, (2.50%) OF TOTAL CONTRACT VALUE

A.1) USD PROVIDER: TWO POINT FIVE ZERO PERCENT, (2.50%), OFTOTAL CONTRACT VALUE (CLOSED)

PAYMASTER: (CLOSED)

COMMISSIONS : 2.5% OF TOTAL CONTRACT VALUEPAYMASTERNAME

:

PASSPORT NOBANK NAME :BANK ADDRESS :

COUNTRY/CITY :BANK OFFICER :TELEPHONE/ FAX :E-MAIL :ACCOUNT NAME :ACCOUNTNUMBER

:

IBAN CODE :SWIFT / BIC CODE :BENEFICIARIES :

SPECIAL WIREINSTRUCTIONS

:

All transfer instructions shall state: Funds are clean

and clear of non-criminal origin, and are payableby FED Wire within one banking day upon receipt byPaymasters Bank. All Wire transfers shallincorporate above Text Message and a copy of BankWire Transfer slip shall be emailed to:

B) EURO PROVIDERS SIDE PAYMASTER: ONE POINT TWO FIVEPERCENT, (1.25%), OF TOTAL CONTRACT VALUE

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B.1) - EURO MANDATE: ZERO POINT EIGHTY THREE PERCENT, (0.83 %),OF TOTAL CONTRACT VALUE

PAYMASTER:COMMISSIONS : 0.83% OF TOTAL CONTRACT VALUEPAYMASTERNAME

:

PASSPORT NOBANK NAME :BANK ADDRESS :COUNTRY/CITY :BANK OFFICER :TELEPHONE/ FAX :E-MAIL :

ACCOUNT NAME :ACCOUNTNUMBER

:

IBAN CODE :SWIFT CODE :SWIFT / BIC CODE :BENEFICIARIES :

SPECIAL WIRE

INSTRUCTIONS

:

All transfer instructions shall state: Funds are cleanand clear of non-criminal origin, and are payableby FED Wire within one banking day upon receipt by

Paymasters Bank. All Wire transfers shallincorporate above Text Message and a copy of BankWire Transfer slip shall be emailed to:

B.2.1 - EURO INTERMEDIARY-1: ZERO POINT TWO ONE PERCENT,(0.21 %), OF TOTAL CONTRACT VALUE

PAYMASTERS NAME:

COMMISSIONS : 0.21% OF TOTAL CONTRACT VALUE

PAYMASTERNAME :

PASSPORT NOBANK NAME :BANK ADDRESS :COUNTRY/CITY :BANK OFFICER :TELEPHONE/ FAX :

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EURO PS CODE:


E-MAIL :ACCOUNT NAME :ACCOUNT

NUMBER :IBAN CODE :SWIFT / BIC CODE :BENEFICIARIES :


:

All transfer instructions shall state: Funds are cleanand clear of non-criminal origin, and are payableby FED Wire within one banking day upon receipt byPaymasters Bank. All Wire transfers shallincorporate above Text Message and a copy of BankWire Transfer slip shall be emailed to:

B.2.2 EURO INTERMEDIARY- 2: ZERO POINT TWO ONE PERCENT,(0.2 1 %), OF TOTAL CONTRACT VALUE

PAYMASTERS NAME: (CLOSED)COMMISSIONS : 0.21% OF TOTAL CONTRACT VALUEPAYMASTERNAME

: (CLOSED)

PASSPORT NOBANK NAME :BANK ADDRESS :COUNTRY/CITY :BANK OFFICER :TELEPHONE/ FAX :E-MAIL :ACCOUNT NAME :ACCOUNTNUMBER

:

IBAN CODE :SWIFT / BIC CODE :

BENEFICIARIES :


:

All transfer instructions shall state: Funds are cleanand clear of non-criminal origin, and are payableby FED Wire within one banking day upon receipt byPaymasters Bank. All Wire transfers shallincorporate above Text Message and a copy of BankWire Transfer slip shall be emailed to:

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B.3) - USD FACILITOR -1: CERO POINT ZERO POINT TWO ONE PERCENT,

(0.21%), OF TOTAL CONTRACT VALUE

PAYMASTERS NAME:COMMISSIONS : 0.21% OF TOTAL CONTRACT VALUEPAYMASTERNAME

:

PAYMASTERADDRESS

:

PASSPORT NO :PAYMASTER TEL :BANK NAME :BANK ADDRESS :COUNTRY/CITY :BANK OFFICER :TELEPHONE/ FAX :E-MAIL :ACCOUNT NAME :ACCOUNTNUMBER

:

ABA ROUTINGCODE

:

SWIFT CODE :


:

All transfer instructions shall state: Funds are cleanand clear of non-criminal origin, and are payableby FED Wire within one banking day upon receipt byPaymasters Bank. All Wire transfers shallincorporate above Text Message and a copy of BankWire Transfer slip shall be emailed to: and

BENEFICIARIES : PER SUB AGREEMENT

B.4) - USD FACILITOR-2: CERO POINT NINTY FIVE PERCENT, (0.%), OF

TOTAL CONTRACT VALUE

PAYMASTERS NAME: (CLOSED)COMMISSIONS : ______% OF TOTAL CONTRACT VALUEPAYMASTERNAME

:

PAYMASTERADDRESS

:

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EURO PS CODE:


PASSPORT NO :PAYMASTER TEL :BANK NAME :

BANK ADDRESS :COUNTRY/CITY :BANK OFFICER :TELEPHONE/ FAX :E-MAIL :ACCOUNT NAME :ACCOUNTNUMBER

:

ABA ROUTINGCODE

:

SWIFT CODE :


:

All transfer instructions shall state: Funds are cleanand clear of non-criminal origin, and are payableby FED Wire within one banking day upon receipt byPaymasters Bank. All Wire transfers shallincorporate above Text Message and a copy of BankWire Transfer slip shall be emailed to: and

BENEFICIARIES : PER SUB AGREEMENT


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BY THE EURO PRINCIPAL / AUTHORIZED SIGNATORY:

I HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY ANDFRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN ISACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THEFULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATEDBELOW BY SIGNATURE:

SIGNED AND SEALED ON BEHALF OF THE BUYER / EURO PROVIDER

SIGNATURE: DATE: __ DAY OF XXX, 2012

NAME:

ADDRESS:COUNTRY:ID NO:PASSAPORT NO:E-MAIL:

ACCEPTED AND AGREED WITHOUT CHANGE (ELECTRONIC SIGNATURE IS VALIDAND ACCEPTED AS HAND SIGNATURE)EDT ( ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID ANDENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS CONTRACT. ASAPPLICABLE, THIS AGREEMENT SHALL BE:-INCORPORATE U.S. PUBLIC LAW 106-229, ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE ACT ORSUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ONELECTRONIC SIGNATURES (2001) ELECTRONIC COMMERCE AGREEMENT(ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTREFOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT). EDT

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EURO PS CODE:


DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO.95/46/EEC, AS APPLICABLE. EITHER PARTY MAY REQUEST HARD COPY OF ANYDOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS

PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAYTHE PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIESUNDER EDT INSTRUMENTS.

FOR THE USD EXCHANGER: FOR THE EUROEXCHANGER:

I HEREBY SWEAR UNDER THEINTERNATIONAL LAWSOF PERJURYAND

FRAUD THAT THE INFORMATIONPROVIDEDBYMEHEREIN ISACCURATEANDTRUEANDTHAT I HAVEREADANDUNDERSTOOD THE FULL CONTRACT.SIGNED AND SEALED ON THE DATEINDICATEDBELOWBYTHESIGNATURE.

_________________SIGNATURE SEAL

I HEREBY SWEAR UNDER THEINTERNATIONAL LAWS OF PERJURY AND

FRAUD THAT THE INFORMATIONPROVIDED BY ME HEREIN IS ACCURATEANDTRUEANDTHAT I HAVEREADANDUNDERSTOOD THE FULL CONTRACT.SIGNED AND SEALED ON THE DATEINDICATEDBELOWBYTHESIGNATURE.

_________________SIGNATURE SEAL

NAME: MR. MR.

TITLE: USD PROVIDER TITLE: EURO PROVIDER

PASSPORT: PASSPORT:

DATE: __ 2012 DATE: ___ 2012

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EURO PS CODE:



ANNEX D

THE USD PROVIDER AND THE EURO P PRESENTS THE LEGAL TENDER

UNITED STATES DOLLARS (USD) AND EUROS AVAILABLE IN A BANKAND WARRANTS UNDER PENALTY OF PERJURY LAWS OF JURISDICTIONAS IT APPLIES, THAT THE US DOLLAR AND EURO FUNDS ARE TOTALLYDERIVED FROM LEGAL SOURCES AND NOT FROM ANY ILLEGAL DRUGTRAFFIC OR MONEY LAUNDERING ACTIVITIES, TERRORIST GROUP ORASSOCIATION AND NEITHER FROM ANY OTHER CRIMINAL ACTIVITY,AND CONFIRMS THAT THE FUNDS ARE GOOD, CLEAN, CLEAR, OF NON-CRIMINAL ORIGIN, FREE FROM ANY LIENS AND TAXES, FREELYTRANSFERABLE TO BE EXCHANGED FOR EUROS (EURO) AND USD

THE PARTIES MUST FOLLOW THE GUIDELINES PROVIDED BY THE RULES

OF THE BANKS ON THE ANTI-TERRORISM ACT AND THE U.S.A. PATRIOTACT II AND I. THE USD-PR AND EURO-PR WILL NOT BE HELDRESPONSIBLE FOR ANY HARMFUL MONEY LAUNDERING.

EACH PARTY, INDIVIDUALLY AND SEPARATELY, ACCEPTS LIABILITIESON TAXES, IMPORT, LEVIES, DUTIES OR CHARGES THAT MAY BEAPPLICABLE WHILE IN THE EXECUTION OF THEIR INSTITUTIONAL ROLE.

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EURO PS CODE:


USD PNAMEPASSPORT NO:

SIGN:

EURO PNAME:PASSPORT NO:

EURO PROVIDER COLOR PASSPORT

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EURO PS CODE:


USD PROVIDER COLOR PASSPORT

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EURO PS CODE:


>>

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(MT103) USD-P_[1]_JDB_