ENGAGEMENT AGREEMENT

This ENGAGEMENT AGREEMENT (“The AGREEMENT”) is made and entered

into effective as Gennary 27th, 2022 (the “Effective Date"), by and
between xxxxxxxx, a body corporate incorporated pursuant to the laws of xxxx
and having an office located at xxx legally represented by xxxxx, identified
with Passport No xxxxxx ( hereinafter called “CONSULTANT"), on the one
part, and on the other hand, xxxxxxxxx, a body corporate incorporated
pursuant to the laws of the Cyprus with register number xxxxxx and having
an office located xxxxx, legally represented by xxxxxxx, identified with xxxx
Passport No xxxxxxx“hereinafter called CONTRACTING COMPANY"): the
“CONSULTANT” and “CONTRACTING COMPANY” are, collectively, each, a
“Party”, with reference to the following facts and recitals:

RECITALS

A. xxxxxxxxx wishes to participate in several projects in xxxxx (hereinafter

the “PROJECTS").

B. The CONSULTANT has marketing, lepal and financial knowledge,

experience, skills, expertise and information in Aruba with
respect to the PROJECTS and is willing to furnish to CONTRACTING
COMPANY with such knowledge, experience, skills, expertise and
information, and such other consultant services as may be useful
and desirable for CONTRACTING COMPANY so that it may
successfully participate in the PROJECTS.
NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein set forth, the Parties hereby agree, each
intending to be legally bound, as follows:

. ENGAGEMENT OF CONSULTANT

During the term of this AGREEMENT, CONTRACTING COMPANY hereby

engages the CONSULTANT as its consultant in its participation in the
PROJECTS, upon and subject to the terms and conditions herein set
forth.

2. DUTIES OF THE CONSULTANT

The CONSULTANT shall act as a consultant to CONTRACTING

COMPANY for the support of its activities durinp the time required
to participate in the PROJECTS and, for this purpose, render
to CONTRACTING COMPANY such services, assistance and
cooperation as CONTRACTING COMPANY may from time to
time deem necessary. Without limiting the generality of the
forepoinp, the CONSULTANT shall perform the following
duties:

(i) To make available to CONTRACTING COMPANY the marketing,

legal and financial knowledge, experience, skills, expertise and
information required with respect to the scope of the activities
required to carry out its tasks and jobs in the PROJECTS

(ii) To provide CONTRACTING COMPANY in full details to its

reasonable satisfaction with such information and knowledge as
CONTRACTING COMPANY may deem necessary or desirable to
execute its activities during the duration of such activities.

(iii) To provide CONTRACTING COMPANY with such other

cooperation, consultation, guidance, services, liaison, assistance,
 facilities and information which may be required by
CONTRACTING COMPANY.

(iv) Preparing feasibility studies for different markets.

(v) Economic Analyses of the market and using same in the

feasib"ility studies with the conclusion on existing effect on the
CONTRACTING COMPANY market and clients.

3 NO AGENCY, RELATlONSHlP BETWEENTHE PARTIES

The CONSULTANT shall have no right, power or authority to represent

CONTRACTING COMPANY, to make and enter into any contract, promise
or representation with any customer or other third party, or to incur any
liability or obligation, on behalf of or in the name of CONTRACTING
COMPANY, and shall not do or permit to do anything that would hold itself
out as agent, officer, employee, partner or joint ventures of or with
CONTRACTING COMPANY in any manner or for whatever purpose, without
specific prior written authorization of CONTRACTING COMPANY in each
instance. The CONSULTANT is and shall always act as an independent
contractor, and nothing herein contained shall be construed to constitute
any relationship of a principal-agent, employer-employee, master-servant,
partners, joint ventures between CONTRACTING COMPANY and the
CONSULTANT.

4. SPECIFIC COVENANTS, REPRESENTATIONS AND WARRANTIES

(a) The CONSULTANT hereby represents and warrants to

CONTRACTING COMPANY that there are no contracts,
agreements, commitments or other instruments on the part of the
CONSULTANT or no laws, regulation, decrees or orders in Aruba, or
any of its states or other political subdivision, which may prohibit or
adversely affect any
 performance of the duties or obligations on the part of the
CONSULTANT hereunder. Further, the CONSULTANT hereby
covenant with and represents and warrants to business, industrial and
commercial knowledge, experience, skills, expertise and information
as may be required in performing the duties and obligations on the
part of the CONSULTANT under this AGREEMENT.

(b)The CONSULTANT shall always comply with any and all of the
applicable laws and regulations in its performing its duties or
obligations under this Agreement. The CONSULTANT shall undertake
and procure so as to ensure that any and all services and duties to
be provided by the CONSULTANT hereunder shall be legal and
consistent with the applicable laws and regulation.

5. COMPENSATION

(a) As full and complete compensation for each of the services and
duties performed and to be performed by the CONSULTANT
hereunder during the term of this AGREEMENT, CONTRACTING
COMPANY shall pay the CONSULTANT a Consulting Fee agreed by
the Parties.

(b)The CONSULTANT shall issue its respective professional services

invoices ("INVOICE") as it performs and/or completes its services.

(c) The Invoiced Amount must be approved by the CONTRACTING

COMPANY who shall sign the INVOICE as proof of its approval.

(c 1) The Consulting Fee shall be paid no later than ten (15) working
days after the CONTRACTING COMPANY signs the INVOICE, and in
the currency of US Dollar or Euros, payment via money transfer to the
 account established by the CONSULTANT on its INVOICE or any
other payment scheme agreed by both Parties.

(d) It is expressly understood and agreed by both Parties that the above-
mentioned Consulting Fees shall include any and all expenses
incurred by the CONSULTANT for execution or performance of its
duties and obligations under this AGREEMENT, including but not
limited to the communication charges and taxes or levies which may
be imposed by or outside of Aruba. The CONSULTANT shall pay for
and bear all such costs, expenses and taxes necessary for carrying
out its duties and obligations under this AGREEMENT. Any charges,
levies, taxes and duties which may be levied or imposed on the
payment of the above-mentioned fee shall be borne and paid by
CONSULTANT.

6. TERM OF THIS AGREEMENT

Unless earlier terminated pursuant to Article 8 below, the term of this

AGREEMENT shall be for a period TREE (3) years, commencing on
the Effective Date, subject to be reduced or extended by mutual
agreement of The Parties in writing.

7. CONFIDENTIALITY

The CONSULTANT shall keep and maintain in strict confidence any

and all information pertaining to the transactions contemplated herein,
including without limitation, the business and organizations of
CONTRACTING COMPANY (and its affiliates, suppliers and
contractors) concerning THE PROJECTS and shall in no event
disclose to any third party or use for its own benefits of any third party
any such information without prior written consent of CONTRACTING
 COMPANY in each instance. Confidentiality obligations under this
Article 7 shaI! survive any termination of this AGREEMENT for a period
of five (5) years thereafter.

8. TERMINATION

CONTRACTING COMPANY may immediately terminate this

AGREEMENT, in addition to any ripht or remedy available to
CONTRACTING COMPANY, by pivinp written notice of
termination addressed to the CONSULTANT without any other
formality, in the event that the CONSULTANT: (i) fails to perform
any of its material obligation contained in this AGREEMENT; (ii)
becomes or be caused to become insolvent, bankrupt or
liquidated, or otherwise suspend its operation; or (iii) assigns,
pledges, mortpapes or otherwise disposes of its important
assets to the third party. Notwithstanding the provisions set
forth in this paragraph, this AGREEMENT may be terminated by
either Party at any time, with or without cause, upon thirty (30)
days prior notice to that effect to the other party.

9. ETHICS

(o) Neither the CONSULTANT nor any person acting for or on behalf
of the CONSULTANT will offer, pay or agree to pay, directly or
indirectly, any consideration of any nature whatsoever to any
official, agent, employed of any government or any department,
agency or
instrumentality of any government, to any political party or any
official thereof or to any candidate for political office in any country to
influence the act, decision, or omission of any such official, agent,
employee, political party official or candidate in his or its official
capacity in connection with the performance of this AGREEMENT or
the directing of business to any person which is contrary to,
 prohibited by, or penalized under any treaty or local law of Aruba.
The CONSULTANT represents that, in the performance of the
AGREEMENT.

{b) Any payments made in contravention of this Article 9 shall

be immediately reported to CONTRACTING COMPANY.
Payments made in contravention of this Article 9 shall
constitute sufficient grounds for immediate termination of the
AGREEMENT by CONTRACTING COMPANY. In addition, the
CONSULTANT shall indemnify and hold CONTRACTING COMPANY
harmless from and against any and all fines, penalties, and other
sanctions imposed by any party or government as a result of a
breach of this Article 0.

10. GENERAL PROVISIONS

(a) No delay or omission to exercise any right of a Party for any

breach or default by the other Party under this AGREEMENT shall
impair any such right nor shall it be construed to be a waiver of any
such breach or default in any similar breach or default thereafter
occurring.

(b) All notices under this AGREEMENT shall be in writing and shall be
deemed to have been sufficiently given or served for all purposes
when presented personally, sent by registered or certified mail, or
sent by facsimile transmission (as confirmed by the sender’s verified
facsimile transmission or certified facsimile activity report) :

TO CONTRACTING COMPANY: xxxxxxx

Address: xxxxx
Attention: xxxxx
Position: xxxxx
Email: xxxxxx
TO CONSULTANT: xxxxxx
Address: xxxxx
Attention: xxxxx
Position: xxxx
Email: xxxxxx

or at such other address of which the Party receiving such notice

shall have notified the Party livinp such notice in writing.

(c) No assignment, transfer or delegation of any right or duty under this

Agreement shall be effective consented in writing by the other Party.

(d)This Agreement shall be governed by and construed in

accordance with the laws of England. Any disputes arising directly
or indirectly out of related in any way with this Agreement
which the Parties have failed to resolved in a reasonable
period of time shall be submitted to binding arbitration
conducted in English lanpuape by one or more arbitrators in
accordance with the Rules then in effect of Arbitration of
International Chamber of Commerce and held in New York, New
York, the USA. Award and decision of such arbitrators shall be
final and binding upon the Parties and their respective successors
and permitted assigns. Judgment upon such award or decision
may be entered in any court havinp jurisdiction thereof.

(e)This Agreement sets for the entire agreement and understanding of

the Parties with respect to the subject matter hereof and
supersedes all prior discussions, negotiations and any other
agreement between the Parties, oral or in writing. No modification
or amendment hereof shall be effective unless in writing and signed
by the duly authorized representatives of both Parties.

(f) Neither Party shall be responsible for any indirect, special,

consequential or punitive damages of any kind or nature
whatsoever
 (including without limitations loss of profits, revenues or business
opportunities) arising directly or indirectly out or related in any way
with this Agreement, regardless of forms of actions whether in
contract or warranty, or negligence or strict liability even if it was or
should have been aware or advised of the possibility thereof.

IN WITNESS WHEREOF, the Parties have caused this AGREEMENT to be duly

executed and delivered by their respective duly authorized representatives.