[Buyers Letterhead]

Confidential Date: To: By Email: Ref: Letter of Agreement - Draft March 5, 2012 Seller

Dear Mr. [*]: This letter shall serve as a Letter of Agreement and will confirm that [Buyer] ("Buyer") is desirous to engage [Seller] ("Seller) in an exclusive arrangement to purchase the Asset of Seller as described herein and Buyer and Seller stand ready, willing and able to execute within the general terms and conditions hereunder: TERMS AND CONDITIONS The Parties hereby undertake to transact the below mentioned Asset subject to review of the deliverables and execution of the final Private Purchase and Sale Agreement attached hereto as Exhibit A:
1.1 ASSET.

76.02 carat D colour, IF clarity, Type IIa Investment Grade Diamond which is a name stone of historical significance. 1.2 DOCUMENTS: GIA certificate; GIA Supplemental Letter Type IIa Diamond; Valuation Report of Certified GIA Graduate Gemmologist (G.G.); GIA Letter of Confirmation on G.G LOCATION. Brinks New York, New York DELIVERY TERMS During the complete period of this business transaction, the Seller has responsibility to deliver the Asset to a mutually agreed and accepted designated [the Location] and all costs including delivery, security and insurance is to be borne by the Seller or its service providers. The issuance of a New Valuation Report if required to be borne by the Buyer PURCHASE PRICE The price to purchase the Asset is $45,000,000.00 [forty-five million US dollars]

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[Buyers Letterhead]
1.6 DEPOSITORY INSTRUCTIONS. Upon execution of this Letter of Agreement the Seller shall introduce to the Buyer the banker at JP Morgan who will establish a transaction account governed by an Escrow Agreement to be made part of the final Purchase and Sale Agreement and Buyer shall deposit the full Purchase Price into escrow with JP Morgan Escrow Services subject to release upon closing.

2. TRANSACTION PROCEDURES

2.1 2.2 2.3

Seller and Buyer review and execute this Letter of Agreement, appoint representative counsel and introduce banker at JP Morgan, New York as Escrow Agent. Buyer deposits Purchase Price into established transactional escrow account; escrow agent confirms to Seller and/or Seller Counsel funds are on deposit Seller delivers Asset to Brinks in New York and Sellers Counsel confirms to Buyer and/or Buyer Counsel Asset is at Depository and schedules a viewing with Brinks for Buyer and/or Buyers Representative to view and inspect the Asset.

2.4 2.5

Buyer and/or Buyer Counsel confirm they have inspected the Asset and schedule date for execution of Private Purchase and Sale Agreement with Seller and/or Sellers Counsel. Seller and Buyer close the transaction as mutually agreed subject to the terms and conditions as referenced in the Private Purchase and Sale Agreement. Accepted and agreed to as of the date first written above: The Buyer: .. Name: Passport No: Date .. Name: Passport No: Date

[Seal] [Seal]

The Seller: