MOTOR YACHT STARGATE EMPLOYMENT AGREEMENT TEMPORARY CREW MEMBER

THIS AGREEMENT dated the 1st day of June 2011 BETWEEN:

(1)

Stargate II Management Limited a company organised and existing under the laws of the British Virgin Islands with company number 1062842 and having its registered office at Palm Grove House, Road Town, Tortola, BVI ("the Employer");

AND
(2)

Julio Lagsa LUMAGBAS of address C/ Mimosa 8-4-A Son Gibert, Palma de Mallorca, Spain, a Citizen of SPAIN, born at Cagayan de Oro, Philippines on 13th May 1957, holding Passport N P409712 ("the Crew Member")

WHEREAS: The Employer is the manager with the responsibility for crewing of the Bahamian flagged Motor Yacht STARGATE with identification number 1005904 and registered at the port of Nassau (the Yacht); IT IS HEREBY AGREED AS FOLLOWS:1. Employment 1.1 The Employer hereby agrees to employ the Crew Member, and the Crew Member hereby agrees to work for the Employer, on the Yacht, in the capacity stated in clause 2 hereof. The employment shall be deemed to have commenced on 1st June 2011, and shall continue from that date, subject to the terms and conditions herein contained, for a period of Two Months unless extended by mutual agreement or terminated under any of the circumstances set out in Clause 13. This Agreement shall be for voyages on the Yacht unlimited to geographical location and the Crew Member hereby agrees to work for the Employer on the Yacht in such geographical locations and jurisdictions throughout the world as the Employer may from time to time require.

1.2

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2.

Job Title and Duties 2.1 The Crew Member is employed as 2nd Chef onboard the Yacht and will perform all the duties requisite and appropriate to that position under law, and as from time to time directed by the Master of the Yacht and/or in the Masters Standing Orders. The Crew Member's job title and duties may be changed from time to time by the Master provided that such changes are limited to those falling within the Crew Member's abilities and qualifications.

2.2

In the performance of his duties the Crew Member undertakes to accept and comply with all lawful instructions or orders of the Employer and/or its representatives and in particular without limitation the Crew Member acknowledges the full authority of the Master of the Yacht for maritime and navigational matters, the management, engagement and discharge of the crew and all other matters relating to the operation of the Yacht and the conduct of the crew. The Crew Member will adhere to the onboard "Code of Conduct" as given to him by the Master and as detailed in Appendix I to this agreement. The Crew Member will at all times perform his duties diligently, in good faith and to the best of his ability in the interest of the Employer, the Yacht and all persons aboard her. The Crew Member will at all times: 2.5.1 ensure that he is the holder of such professional qualification and/or trade certificate and/or other qualifications as may be necessary or required for him to perform his duties hereunder under law; carry a valid passport, the renewal thereof shall be his responsibility; at the Employers expense, hold or obtain as necessary all appropriate visas and entry clearances so as to enable him to obtain entry to all countries in which the Employer may require the Yacht to operate or the Crew Member to work from time to time; observe the local custom and law of any country or jurisdiction in or subject to which the Crew Member or the

2.3

2.4

2.5

2.5.2 2.5.3

2.5.4

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Yacht may be during the course of his employment hereunder; 3. Salary 3.1 The Crew Member's salary, upon commencement of his employment with the Employer, is EUR 3,000 (Three Thousand Euros) per month, payable in arrears on the 5th day of each calendar month (the Salary) The Salary shall be paid to the Crew Member by the Employer by way of electronic bank transfer to a bank account of the Crew Member the details of which the Crew Member shall notify in writing to the Employer.

3.2

4.

Hours of Duty Normal working hours will be determined by the Master to enable appropriate operational levels of service and safety to be maintained at all times, subject only to the overriding objective that the Crew Member will not work more hours than is safe in accordance with any binding rules, regulations or directives governing proper rest or in relation to the performance of the Crew Member's duties and the overall safety of the Yacht.

5.

Uniform and Safety Equipment The Employer will provide the Crew Member with a suitable uniform and any necessary safety or personal protective gear or equipment free of charge for use while he is serving on board the Yacht. This Crew Member's uniform must be worn at all times while the Crew Member is on duty.

6.

Food, Accommodation etc. 6.1 6.2 The Employer will provide adequate food, accommodation and bedding for the Crew Member's use while he is serving on board the Yacht. The Crew Member will at all times keep his quarters clean and tidy and take all appropriate steps to preserve in a good condition the equipment of the Yacht and all property on board, being responsible in particular for the return of all clothing and other effects on termination of employment in good condition, fair wear and tear excepted.

7.

Leave and Leave Pay 7.1 The Crew Member is entitled to paid leave to be taken on the basis of three (3) days per month, or pro rata for a period less than a month to be taken at such a time as may be approved by the Master of the Yacht upon application to the Master not less than one month before the proposed commencement date of the paid leave in respect of

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periods longer than 1 week and upon application not less than 1 week in respect of shorter periods. 7.2 If the Crew Member's employment is terminated by notice and the Crew Member has not taken all leave due to him, any outstanding leave days may be taken during the notice period unless the Yacht's schedule precludes this. On termination of the Crew Members employment hereunder the Employer shall pay the Crew Member a proportionate amount of the Salary in lieu of any outstanding leave not taken by the Crew Member as at the date of termination. On termination of the Crew Member's employment hereunder, a proportionate sum shall be deducted from the Crew Members final remuneration if he has exceeded his The Crew Member shall be entitled to bereavement leave of not less than 2 days in appropriate circumstances. The time frame is at the discretion of the Master of the Yacht.

7.3

7.4

7.5

8.

Health, Absence due to Illness or Injury and Sick Pay etc 8.1 The Crew Member may be required to undergo a medical examination, and drugs test on or immediately before commencement of his employment, and thereafter, as the itinerary of the Yacht permits, at the discretion of the Master of the Yacht. The employment will be conditional upon the Crew Member passing the medical examination. The Crew Member expressly consents to any medical examination and drugs tests referred to in Clause 8.1.

8.2 9.

Personal Accident & Medical Insurance The Employer shall arrange personal accident and medical insurance for the Crew Member, including cover for permanent disability and death arising from or occurring during his employment on board the Yacht and related expenses incurred thereby. Such medical insurance will include cover for treatment and medication required due to sickness or injury and the Crew Members evacuation from the Yacht to a shore side facility, if required.

10.

Pension The Employer is not liable to contribute to any pension scheme statutory or otherwise in respect of the Crew Member.

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11.

Taxation The Crew Member will be liable for all personal income and other taxes, deductions or withholdings (including, without limitation, any national insurance or other social fund or similar contributions) whatsoever and wheresoever payable at any time on any eligible income or benefit paid, provided or otherwise made available to the Crew Member by, or resulting from his employment with, the Employer.

12.

Relocation / Repatriation 12.1 The Yacht's intended cruising range is world-wide and the Employer retains the right to transfer the Crew Member to various locations as and when required by the Yacht's cruising schedule and itinerary. The Crew Member will need to adapt his own circumstances to suit the itinerary of the Yacht, including being prepared to relocate as and when this is required by the Yacht itinerary. The Crew Member is entitled to repatriation to his country of residence at the Employer's expense where such repatriation is caused by the termination of the Crew Member's employment: (2.1.a) on the sale or total loss of the Yacht during the period of employment; (2.1.b) due to the Crew Member being incapacitated by illness, injury or otherwise from performing his duties for thirty or more days during the period of employment; 12.3 If the Crew Member's repatriation results from the termination of his employment in any of the circumstances set out in Clauses the Crew Member being convicted of a criminal offence in any jurisdiction; to the Crew Member intimidating, harassing, or discriminating against a crew member or any other person aboard the Yacht because of race, colour, national origin, gender or religion. below Employer will be entitled to deduct any repatriation or other costs so incurred from the Crew Member's final remuneration to the extent permitted by law.

12.2

13.

Termination of Employment 13.1 13.2 The Crew Member's employment may be terminated by either party giving one (1) month's written notice to the other party. The Crew Members employment may be terminated by or on behalf of the Employer summarily and without any requirement for notice on any of the following grounds:

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(2.1.a) the Crew Member being convicted of a criminal offence in any jurisdiction; (2.1.b) the Crew Member being of unsound mind; (2.1.c) habitual drunkenness, drug abuse or where the Crew Member being found in possession of drugs (other than prescribed as patient medication) or other controlled substances or offensive weapons or failing to notify the Master of the presence on board of such substances or weapons if known to the Crew Member; (2.1.d) the Crew Member committing a gross or serious breach of his terms of employment (including without limitation assault, wilful damage to the Yacht or any property on board, theft or possession of stolen property, indiscipline or disobedience, repeated and unjustified failure to attend work or unpunctuality, verbal or physical aggression against the employer, persons working for the employer, guests or family members of the employer, ongoing voluntary lessening of normal or agreed work output, and any other acts of gross misconduct, incompetence or insubordination) or persisting in any material breach of those terms; (2.1.e) the Crew Member acting in a manner that may materially damage the reputation of the Yacht or her beneficial owner; (2.1.f) the Crew Member being in breach of his duty of good faith and the confidentiality undertaking in Clause 15 below; or (2.1.g) the Crew Member intimidating, harassing, or discriminating against a crew member or any other person aboard the Yacht because of race, colour, national origin, gender or religion. 13.3 The Crew Members employment may also be terminated by or on behalf of the Employer in accordance with provisions in respect thereof contained in the Code of Conduct relating to the Yacht or Masters Standing Orders.

14.

Restrictions after Termination of Employment 14.1 The Crew Member agrees that for a period of six (6) months after termination of his employment (howsoever caused) he shall not either

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on his own account or for any person or company directly or indirectly solicit, interfere with or endeavour to entice from the Yacht or Employer any person who is then or was during the period of six months preceding the date of such termination an employee of the Employer, or otherwise employed on the Yacht. 14.2 The Crew Member hereby confirms that he accepts that Clause 14.1 is reasonable and protects the Employer's legitimate interest in maintaining its work force. The Crew Member shall not following the date of termination represent himself as being in any way connected with the business of the Yacht or the Employer or that of any other Yacht belonging to the Employer (except to the extent agreed by the Employer).

14.3

15.

Confidentiality 15.1 Subject to sub-clause 15.2 the Crew Member will not, without the prior written consent of the Employer, disclose any information of a confidential, private or personal nature regarding the Yacht, the Employer or any guests or passengers onboard the Yacht from time to time that the Crew Member may acquire in the course of his duties or otherwise. The Crew Member shall be entitled to make any disclosure of confidential information required to be made by law provided that he gives the Employer not less than two business days prior notice of such disclosure. It is hereby agreed that this Clause 15 shall continue in force until terminated by the Employer in writing and notwithstanding termination of this Agreement for whatever reason. Any sums received by or payable to the Crew Member directly or indirectly as a result of a breach of the obligations referred to in this clause 15 shall be held by the Crew Member in trust for the Employer absolutely. The Crew Member hereby confirms that he accepts that this clause 15 is reasonable and protects a legitimate interest as the Employer being a privately owned vessel used by persons who have rights to privacy and in which employees are made aware of a high level of confidential information concerning users of the vessel, which the Employer needs to protect.

15.2

15.3

15.4

15.5

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16.

Disciplinary Rules and Procedures 16.1 The Crew Member will behave with decorum and discretion on board the Yacht and ashore throughout his employment such that the Crew Member will at all times be a suitable ambassador for the Yacht. The Crew Member will comply with the provisions of the Code of Conduct relating to the Yacht as well as any relevant Masters Standing Orders. While on duty the Crew Member will not consume, nor be under the influence of, alcohol. During the Crew Member's employment, he will not at any time consume or be under the influence of drugs (other than prescribed as patient medication) or other controlled substances. In signing this Employment Agreement the Crew Member acknowledges the right of the Employer or Master to undertake random testing for alcohol, drugs or other controlled substance at any time.

16.2

16.3 16.4

17.

Grievances In the event that the Crew Member has any cause for grievance in relation to the terms and conditions of his employment hereunder he shall give notice of the same, in the first instance, to the Master of the Yacht whereupon the Master will investigate the grievance with a view to obtaining an amicable resolution, or, if necessary, take the matter up with the Employer.

18.

Notices 18.1 Any notice to be given under this Agreement shall be either delivered personally (if delivered by or to the Employer it is sufficient that the notice be delivered personally by or to the Master of the Yacht on behalf of the Employer) or sent by first class recorded delivery post (airmail if overseas). The address for service of each party is (in the case of the Employer) its registered office and (in the case of the Crew Member) his address stated above or any other address for service previously notified to the other party.

18.2

18.3

A notice is deemed to have been served as follows:

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18.3.1 18.3.2

if personally delivered, at the time of delivery; if posted, at the expiration of 48 hours or (in the case of airmail) 7 days after the envelope containing it is delivered into the custody of the postal authorities.

18.4

In proving service it is sufficient to prove that personal delivery was made, or that the envelope containing the notice was properly addressed and delivered into the custody office of the postal authority as a prepaid first class recorded delivery or airmail letter (as appropriate).

19.

Miscellaneous 19.1 The expiration or determination of the employment howsoever arising shall not operate to affect such of the provisions hereof as in accordance with their terms are expressed to operate or have effect thereafter. No forbearance or delay by either party in enforcing any of the terms or conditions of this Agreement or the granting of time by either party to the other shall prejudice, affect or restrict the rights and powers of that party. No waiver of any terms or conditions of this Agreement shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought. A waiver of any breach of any terms or conditions of this Agreement shall not be construed as a waiver of any subsequent breach or condition whether of the same or a different nature. This Agreement may only be modified by the written agreement of the parties hereto. This Agreement supersedes any previous agreement between the parties hereto in relation to the matters dealt with herein and represents the entire understanding between the parties hereto and the Crew Member acknowledges and agrees that he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set out or referred to in this Agreement.

19.2

19.3

19.4 19.5

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20.

Governing Law and Jurisdiction 20.1 20.2 This Agreement is governed by and shall be construed in accordance with English Law. The English courts shall have jurisdiction to determine any disputes which arise out of or in connection with this Agreement and each of the parties hereby submits to the exclusive jurisdiction of such courts.

AS WITNESS the parties have signed this Agreement at Palma, Mallorca on the date set out above.

I confirm that I have freely entered this Agreement with a sufficient understanding of my rights and responsibilities and I have been given the opportunity to review and seek advice on the Agreement before signing. SIGNED by the Crew Member: Julio Lagsa LUMAGBAS In the presence of: Name Address Occupation

I confirm that the Crew Member has been informed of their rights and duties under the Agreement prior to or in the process of the Crew Member's engagement on the Yacht.

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SIGNED for and on behalf of the Employer: Authorised Signatory

In the presence of: Name Address Occupation

APPENDIX I CODE OF CONDUCT

CONDITIONS OF EMPLOYMENT
CODE OF CONDUCT 1.
Yachting is a civilian occupation which places upon those who go to sea demands not found in industry ashore. Yacht crew are called upon to spend not only their working hours but their leisure hours too in the confined environment of a yacht, with the same individuals for company.

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It might be said that they are more susceptible to the stresses & strains of everyday life than their fellows ashore. In this enviroment, the need for discipline & behaviour assumes a particular importance.

2.
The most effective form of discipline is self discipline, which in turn springs from a responsible attitude to the job, and concern for the safe, professional & efficient operation of the yacht and for the comfort and convenience of owner & guests & fellow crew members. Failure of self discipline which occur will have to be addressed by reference to an imposed framework of discipline. This document outlines the basic rules of reasonable behaviour expected of all Officers and crew. Observation of it will make yachting a better and more rewarding job and will help secure the safety of the yacht and all aboard.

3.
Orders must be given and obeyed if a ship is to operate safely and efficiently. Co-operation is expected and repeated refusal to comply with reasonable orders or other anti-social behaviour must be expected to have disciplinary consequences.

4.
An important factor in securing co-operation is good communications. The crew aboard M.Y. Stargate will be expected to act as a team, with all departments communicating to enhance the smooth operation of the yacht. Lack of communication or co-operation will have a detrimental effect on operation and will therefore not be tolerated.

5.
Conduct in Emergencies In any emergency or other situation in which the safety of the yacht or any person on board her, whether crew or guest, is at stake, the Master and Officers are entitled to expect immediate and unquestioning obedience of orders. There can be no exception to this rule. Failure to comply will be treated as among the most serious breaches of rules and will lead to the offenders dismissal from the yacht. It may also warrant prosecution under the provisions of the Merchant Shipping Acts.

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6.
Conduct in situations other than Emergencies Fortunately, emergencies are rare and this document is primarily concerned with the day to day situation on board. It should be borne in mind, however, that certain acts of behaviour could lead to an emergency arising. The following sets out some broad general rules for everyday conduct: Safe working practices Safety is important always use safe working practices and protect guests and crewmembers from possible danger. A Safety Management System in accordance with the ISM Code applies on board and is to be followed in conjunction with the MCA Code of Safe Working Practices, a copy of which is always maintained on the Bridge and in the Crew Messroom. Punctuality You must be punctual for work and watches, ready to start work and being in a fit and sober state for the task ahead. You must work and act in a manner which creates a minimum of noise, mess & disruption for the guests. Drugs There is a strict No Drugs policy aboard. This means the use of or carrying illegal drugs will lead to instant dismissal and possible prosecution. Alcohol Drinking alcohol will not be tolerated. It affects your work and the safety of the yacht and those aboard. Smoking Smoking will not be tolerated on board. It affects your work and the safety of the yacht and those aboard. Appearance You must always be clean (wash during the day if necessary), shaved and with tidy hair. Correct uniform must be worn at all times when guests are on board, unless you are going ashore by agreement, when you must either wear a full uniform or none of it.

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When in uniform, you must always be smart, clean, sober and behaving in a polite and courteous manner. Behaviour You must not act in a manner likely to affect the safety/security/peaceful order of the boat or those aboard her. Anti-social behaviour can range from being a nuisance to others to endangering the yacht and those aboard. Excessive drinking, noise, abusive language, aggressive attitudes and offensive personal habits are among many ways to disrupt the harmony of life aboard, which will not be tolerated. Weapons No weapons of any kind are allowed on board by the yacht crew Treatment of accommodation For the duration of your employment the yacht is not only your place of work but also your home. Accommodation and other facilities, whether provided for your personal use or to be shared with others, should be treated with respect. Crew cabins will be inspected regularly, but must be kept clean and tidy at all times beds made, clothes away and bathroom clean. At no time must food or drink be kept or consumed in the cabins. Crew mess area this is to be kept immaculate at all times. It is everyones responsibility to keep the mess clean and tidy. Do not leave personal belongings in the mess. Shore leave When off duty and ashore, whether in uniform or not, you are still a representative of the yacht. Any behaviour which brings disrepute to the yacht, owner or crew will not be tolerated. Drunkenness, fighting, being arrested are some examples of this behaviour. Privacy & confidentiality Stargate is a privately owned yacht, and the details of its ownership, employment and events occurring aboard are considered confidential. Any disclosure of the above to persons other than those employed on board will be breaking the owners trust. What happens onboard, stays onboard.

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Bringing personal guests aboard Guests of crew will only be allowed on board with permission of the Master, and are restricted to crew areas only and must vacate the yacht by 2200. No crew guests will be permitted on board whilst the owner or guests are visiting. Each crewmember is responsible for the actions and behaviour of their guest. Telephone and email The yacht telephone and email facility is for business use, but may be used to send or receive emergency calls with the permission of the Master.

7.
Complaints procedure If you have a complaint regarding anything aboard, you may bring it to the attention of your head of department, or if you feel this is not possible, to the Master directly.

Disciplinary proceedure
The following acts of misconduct, if proved to the satisfaction of the Master to have been committed are those for which termination of employment can be immediate, without notice, severance pay or expenses. Assault of any kind Wilful damage to yacht or any property aboard Theft or possession of stolen property Possession of offensive weapons Persistant or wilful failure to perform duties to the required standard Possession, use or distribution of illegal drugs Conduct which endangers the yacht or those aboard Disobediance of orders relating to safety and security of the yacht or those aboard Sleeping on duty or failure to remain on duty if such conduct would prejudice the safety or security of the yacht or those aboard Incapacity due to alcohol or drugs prejudicing the safety or security of the yacht or those aboard To smoke inside the yacht or in any area outside. Behaviour which seriously detracts from the safe and/or efficient working of the yacht

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Behaviour which seriously detracts from the social well-being of any other person on board Causing or permitting unauthorised persons to be on board Repeated commission of breaches of a lesser degree for which warnings have been issued

Breaches of a lesser degree of seriousness may be dealt with by: Informal verbal warning by department head which is not recorded Formal verbal warning by department head which is recorded Formal warnings, verbal or written, by the Master which is recorded in the Official Logbook. When a formal warning is given the crewmember will be advised of the likely consequences of further breaches of the Code of Conduct If you are unsure of the yachts policy on any matter ask before you do it! Common sense prevails on minor matters and the use of initiative is encouraged.

I have read and I understand the above mentionned and will act accordingly. Name: Rank: Signature: Date:

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