Executive Summary

This forms pertains to any and all contemplated business & proprietary information
provided by either party hereunder is made

Honggo Kunady
Based on Confidential Investor Contract no: FAI/132/0622
London W1T3P
[HERE IN AFTER REFERRED TO AS REPRESENTING INVESTOR DIRECTOR / INVESTOR IN INDONESIA
(“RID” / Investor)]

AND

Heddy Iriana Setiawan

PT SOMERFIELD INDONESIA
[HERE IN AFTER REFERRED TO AS THE INVESTMENT RECEIVER COMPANY IN INDONESIA (“IRC”)]

ARTICLE 1 - INVESTMENT FUND, INVESTMENTS, REMUNERATION OF THE IRC ............................. .2

ARTICLE 5 - GROSS RECEIPTS, REMUNERATION ................................................................................ .5
ARTICLE 6 - APPLICATION OF GROSS RECEIPTS, INVESTOR‟S BANK ACCOUNT ........................... .7
ARTICLE 7 - TERMS, CONDITIONS PRECEDENT, TERMINATION ......................................................... 8
ARTICLE 8 - THE IRC'S WARRANTIES ................................................................................................... 10
ARTICLE 9 – THE “RID”/INVESTOR‟S WARRANTIES ............................................................................. 10
ARTICLE 10 - EXCHANGE RATES ........................................................................................................... 11
ARTICLE 11 - CONFIDENTIALITY. .......................................................................................................... 112
ARTICLE 13 - FORCE MAJEURE .............................................................................................................. 15
ARTICLE 14 - INDEMINFICATION, LIMITATION OF LIABILITY, JURISDICTION ................................... 16
ARTICLE 15 - NO JOINT VENTURE .......................................................................................................... 16
ARTICLE 16 - ARBITRATION:.................................................................................................................. ..18
ARTICLE 17 - NOTICES ........................................................................................................................... ..18
ARTICLE 18 - MISCELLANEOUS ........................................................................................................... ...20

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RECITALS

WHEREAS, the Investor is a businessman and an investor and is vested with all rights,
titles and interest in investing in businesses as recommended by the ”RID” and desires
to grant the management rights of such investment. The “RID” is hereby given the right
to suggest/propose any suitable business that can be invested on, upon the Investor's
consent.

AND WHEREAS: The Investor agrees to invest, the “RID” In Indonesiea agree (s) to
manage the investment in accordance with all the covenants of the present.

NOW THEREFORE, in consideration of the promises and the mutual covenants and
agreement hereinafter set forth, the Parties hereby agree as follows:

ARTICLE 1 - INVESTMENT, INVESTMENTS, REMUNERATION OF THE PARTNER &

INVESTMENT MANAGER

Whereas, the Investor, through an intermediary, a Turki indigenous company, intends to

provide the “IRC” with a sum of USD 4,000,000.00 (Four Million United States
Dollars) (the “Funds”), to be wired to a bank account of the “IRC”. The Funds will be
released/transferred out of Turki, through a local company via the Central Bank of Turki.
(Reserve Bank)

WHEREAS, THE FUNDS, THE “RID” AND THE “IRC” SHALL MAKE HIMSELF
AVAILABLE TO ATTEND THE RELEASE OF FUNDS IN TURKI. THE INVESTMENT
FUNDS WILL BE RELEASED/TRANSFERRED OUT OF TURKI THROUGH A
SPECIAL PUROSE VEHICLE (SPV) ACCOUNT THAT WILL BE SET UP UNDER
THE “RID” NAME FOR THE PURPOSE OF THIS TRANSACTION. AND FUNDS WILL
BE STRUCTURED AS LOAN ARRANGEMENT IN COLLABORATION WITH A
LOCAL COMPANY (THE “IRC”) AND THE RESERVE BANK FOR ONWARD
TRANSFER TO ANY FOREIGN ACCOUNT OF THE “RID” CHOOSING.

1.1 The “RID” are (is) the trustee of the Investor and the Chairman/CEO of all the
projects to be invested in and is authorized to take 100% control of the Investor's
Investment funds and shall invariably give a detailed annual account
summary/statement to the Investor.

1.2 The Investor hereby agrees to invest the Investment Amount exclusively with the
THE “RID”.

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1.3 The “RID” agree(s) to manage the Investments in good faith and in accordance
with ethical and professional business practices, policies and protocols. The
“IRC” shall propose individual investments to the “RID” by mail or phone in which
intends to invest the Investment funds or parts thereof (each an “Investment
Proposal”). The “IRC”shall submit to the “RID” with each Investment Proposal
adequate information in connection with an intended investment (the
“Investment Information”), a business plan, an explanation why the Partner &
Investment Manager should consider to invest parts of the Investment Amount in
the intended investment (as well as the individual amount to be invested), the
expected return on investment (“ROI”) of the intended investment as well as
specifying the risk exposure in connection with the intended investment for the
part of the invested amount. The “RID” reserves all rights to review the
Investment Information and shall request additional information from the “IRC” at
his own discretion/at any time/whenever, wherever. If the Investor agrees to an
intended investment, he shall notify the “RID” in writing (e-mail will suffice with
digital signed or a scanned copy of the signed letter,/communication
signed by the investor followed by hard copy received through mail or
DHL) at the latest 10 Business Days after the date of the Investment Proposal
that the Investor agrees to the investment and that the “RID” shall proceed in
investing the proposed amount in the relevant intended investment from the
Investment Amount (each an “Investment”). “Business Day” shall mean the
days on which banks are open for business.

1.4 In consideration of the “RID” services, the”RID” shall receive a proportionate

share of 2.5% of the amount (fund transferred) received in his account custody
as his gratification, Commission or one off paid Management fees for his role
during the transfer of the investment funds to his account through Turki, while
97% will be allocated for the investments. 0.5% of the total funds in the first
tranche shall be used, for any sudden/unexpected expenses that might occur,
before initiation of the investment. These include Government fee, duties and
any other expenses that are warranted but not limited to travel expenses,
business research/feasibility studies, consultancy services, local/international
taxes and government levies, etc.

1.5 The “RID” may choose to or not invest his 2.5% of the principal fund for the
Investment alongside the remaining amount due for the total Investment regime.

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1.6 It is agreed between both Parties that the “RID”” shall invest the Investment funds within
Two to Six months upon receipt of the Investment Fund in his care and custody/Bank
Account in the “RID” Bank. This is to allow reasonable time for consultations and due
diligence to be performed by the “RID” before investing the Investment Amount.

1.7 This agreement is strictly relative to/related to the establishment of a business relationship
between the Investor (the “RID”)and the “IRC” and nothing else.

ARTICLE 2 – INVESTMENT AGREEMENT ACTIVITIES AND TASKS

2.1 The Investor will furnish to the “RID” with final versions of the Investment
Agreement Documents.

2.1.1 Within two days of the Execution Date, the “RID” shall trigger the transfer of the
Investment Funds to the “IRC” SPV. The date the funds are credited shall be the
“Effective Date”.

2.2 After taking possession of the Funds, the”IRC” will structure the Assets in the
most efficient way, taking into consideration taxes, regulatory and other aspects.
This may, at the discretion of the “RID” , involve choosing different banks and/or
transferring parts of the Assets to different banks, funds, countries, or companies.
The Assets will be used to implement the Investment Strategies.

ARTICLE 3 – RESPONSIBILITIES OF THE PARTIES

3.1 The “RID”. In addition to the responsibilities described in Section 2 above, the
“RID” will provide the “IRC annually with a comfort letter confirming that he will
not rescind the loan agreement prior to the end of the Term as defined below.

3.2 The “IRC”. The Investor hereby confirms the responsibility of the “IRC” as the
administrator and investment with full authority and responsibility to provide, or
cause to be provided, to the Assets, the administrative, investment and portfolio
management services and facilities herein set forth and the “IRC” hereby
confirms it has accepted such appointment and delegation of authority and
responsibility and confirms that it has agreed to act in such capacity and to
provide or cause to be provided such administrative, investment management
and portfolio management services and facilities upon the terms set forth in this
Agreement. The “RID” hereby confirms that it has accepted that the “IRC” has
exclusive authority to make any investment, choose and appoint any
portfolio/investment necessary agreements. This authority expressly includes
investing the Assets in all opportunities deemed appropriate by the “IRC”
including the use of derivatives and leverage.

ARTICLE 4 – EXPENSES
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4.1 All fees and expenses related to the Investment Strategies including, but not
limited to the following expenses, which will be deducted from the Assets upon
release of the funds to “IRC” nominated account overseas:

i. Commissions or service charges and brokerage fees on the purchase and sale
of portfolio securities;

ii. Fees and expenses of third party portfolio/investment manager and brokerage
fees relating to introducing to such portfolio/investment manager the „RID”;

iii. Costs, expenses, and license fees associated with trading systems and
software used to invest the Assets;

iv. Taxes and other expenses that are mandated legally, to which the the “IRC”
with respect to the Assets are or might be a subject, should be settled from the
expenses account as provided here to;

v. Charges made for registry and transfer agency services, dividend and
distribution crediting services and all services required in connection with the
provision of information to the “RID”;

vi. Interest expenses;

vii. Audit and legal fees;

viii. Custodian and transfer agent fees;

ix. Costs of disclosure documents and reports to the “RID”;

x. Administrative and Investor accounting costs;

(- IMI (Municipal Property Tax)
Building condo values
maintenance values where appropriate
Is (Property Tax)
IMT (municipal tax on the purchase of real estate)

xi. Costs of submitting annual and quarterly financial reports to Investor;

xii. Expenses incurred by the “IRC” for meetings in person at the request of the
Investor.

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4.1 Without regard to the amount of fees received or to be received by the “IRC”
hereunder, the “IRC” shall bear all of its own expenses and all costs incurred by it
in performing its obligations hereunder, including, without limitation, the following
expenses:

i. employment expenses of its personnel, including, without limitation, salaries,

wages and the cost of employee benefit plans and temporary help expenses;

ii. Rent, telephone, utilities, office furniture, equipment and machinery and other
office expenses of the Fund Manager and any other funds committed towards
this course of this Agreement, provided that all parties to the transaction is aware
of such expenses and consents to such.

ARTICLE 5 - GROSS RECEIPTS, REMUNERATION

5.1 For the purpose of this Agreement, the term” Gross Receipts” shall mean all
cash received by the “IRC” from all sources for the investment or other
exploration of the investment. These receipts shall be accounted for, in the Gross
Receipts any sums paid as taxes, import duties, any duly constituted authority or
other governmental fees imposed or any other costs payable. Any such sums are
to be deducted from the receipts derived from the return on the investment for the
purposes arriving at the amount of Net Receipts.

5.2 The “RID” shall receive of the annual Net Profit (the “Remuneration”) at the
“IRC”‟s Discretion, on investment to be effectuated within 49 days after the date
of the respective invoice of the “IRC”, while the Investor shall be entitled to … of
the annual Net Profit (the “Effective ROI”). “Net Profit” shall mean the Gross
Receipts (according to section 0) after deducting any taxes and any other
amounts further payable if and when applicable as well as after offsetting any
loss from previous fiscal years from such Gross Receipts, 1% will be allocated for
charity works at the location of the investment.

5.3 The “IRC” shall aim at a rolling but please enjoy being weighted (and raising this
from 2 years, with more confidence) if you agree per full year over 5 year periods
of the investment. During the first two years the “IRC” shall remit/transfer the ROI
to the Investor‟s Bank Account (see Section 0).

5.4 The Parties agree that the financial year of the activities commence on the 1st of
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 January and end on the 31 of December of each year except for the first financial
year, which shall begin at the time of executing of this contract with a 3 - 6
months‟ moratorium grace period to allow the “IRC” time to plan the investment
(the start of the “Investment Phase”). Any Effective ROI, Net Profit or Gross
Receipts for this first year shall be calculated on a pro rata daily basis assuming
a year of 365 days following the grace period.

5.5 A written Instruction or authorization letter should be provided by the Investor

“RID” at the beginning of each year to avail the payment Return on Investment
(ROI).

6 - APPLICATION OF GROSS RECEIPTS, INVESTOR‟S BANK ACCOUNT

6.1 The “IRC” agrees to deposit into the Investor's bank account (“Investor’s Bank
Account”) to be nominated by the investor‟s attorney, the Effective ROI. This
should commence within two years after the Investment was credited to the Bank
Account.

6.2 The Investor‟s Bank Account shall be a two signatory account, one signature
being an authorized representative of the Investor and the other an authorized
representative of the “IRC. This Investor‟s Bank Account is to receive the
Effective ROI and the return of the remainder of the Investment Amount after the
end of this Agreement.

6.3 Gross Receipts deposited to the Investor‟s Bank Account shall be applied and
administered by the Investor. All such monies in the Investor‟s Bank Account
shall be the property of the Investor. However, the Investor shall not withdraw all
such monies while same may be reasonably required by the “IRC” as a reserve
for future investments at Investors sole discretion.

6.4 The Investor (the “RID”) shall have the right at all reasonable time for a
retroactive period at the discretion of the Investor to audit the books and records
of the “IRC” pertaining to the Investment. This authority will be handled by a top
auditing firm (Big Four) to be nominated by the “IRC” with the consent/approval
of the Investor (the “RID”).

6.5 In this Agreement the “IRC” shall serve as a TRUSTEE to the Investor and shall
be the sole signatory for the Bank Account to accommodate the Investment

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 Fund: This is to allow flexibility and fast approach to issues of the Investment.
However, all Investment projects must be approved by the “RID” as in paragraph
1.3

ARTICLE 7 - TERMS, CONDITIONS PRECEDENT, TERMINATION

7.1 The Term of this agreement shall be for 10 years (the “Term”) after which it will
be reviewed and revised accordingly.

7.2 The Term of this Agreement shall be extended by 2 years revolving unless
terminated by either party, three months prior to the expiration of any Term.

7.3 The “RID” may terminate this Agreement if the “IRC” does not create an Effective
ROI of 6% per year over a rolling 5-year period for duration of the investment
cycle.

7.4 In the event that the “RDI” shall

(I) substantially fail to perform any of its obligations or covenants on its part
to be performed hereunder or

(II) in the event of an adjudication that the trustee is bankrupt/becomes

insolvent, or if the “IRC” files a petition of bankruptcy in their nominated
home jurisdiction Bankruptcy Act and any applicable Act or for the
adoption of an arrangement of Insolvency, or makes an assignment for
the benefit of its creditors, or in the event of, entry of a court order after full
hearing appointing a creditor for all or substantial part of the the “IRC”
properly; and thirty days after written notice by Investor to the “IRC” of any
of the above shall have elapsed without the aforesaid breach or other
matters having been remedied or corrected by the “IRC”, all rights,
privileges and licenses granted here under shall then cease and terminate
without any other steps being taken by Investor/ the”RID”.

7.5 In any other event, if the Investor terminates this Agreement other than for a
material breach of this Agreement by the “IRC”, he shall pay to the “IRC”:

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7.5.1 An amount of 6% of the Investment Amount if such termination is effective by the
end of every years of the Investment Phase;

7.5.2 However, in any of the above instance, the investor must give a notice of
withdraw of his funds from the project to the “IRC” at least 12 weeks‟ notice in
writing.

7.6 The “IRC” is entitled to terminate this Agreement at any time without any reason
what so ever and penalty 6% shall be imposed by the Investor.

7.7 In case of a termination of this Agreement, the “IRC” shall transfer (i) the rest of
the Investment Amount, after deduction of any amounts due to the “IRC” and
after deduction of any taxes to be incurred as well as any costs and (ii) the
Effective ROIs to the Investor‟s Bank Account. Where assets are held in illiquid
form (i.e. property), the “IRC” shall organise an orderly transfer of the asset title
to the Investor.

7.8 All such rights, privileges and licenses shall thereupon revert to Investor and
Investor shall be entitled to immediate possession of all materials pertaining to
the Investment delivered by the Investor hereunder and the “IRC” shall deliver
possession thereof to Investor swiftly. The “IRC” shall nevertheless be entitled to
payment of its flat fees of 2.5% of all funds remitted to the “RID” account for
services rendered as gratification, commission or One Off Management fee for
his role during the period of investment including 30% of the profits and ROI, in
respect to the Investment and also his principal from the Investor as well as his
commission during which, if any prior to the effective date of termination of this
agreement.

7.9 Any termination of the present Agreement shall not deprive of any rights or
remedies of any party hereto neither Accumulation over time or “enforceable
prior to the termination nor relieve any party of its obligations accrued prior to
such termination

7.10 This Agreement shall only become effective if the Investment Amount (or a part
thereof) is booked/deposited into the Bank Account and shall become effective
on the day thereof. The “IRC” shall provide a statement of the Bank Account to
the”RID” as evidence that the Investment Amount has been booked/deposited
into his Bank Account to identify/ascertain the validity and starting date of this
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 Agreement.

ARTICLE 8 – THE “IRC” WARRANTIES

8.1 The “IRC” warrants and agrees as follows:

8.2 Status of The „IRC”: the “IRC” is duly organized/formed/incorporated/licensed

under the laws of his country/state to enter into and perform contract agreement
and to grant to Investor all the rights herein granted and agreed to be granted to
Investor.

8.3 The “IRC” has taken all necessary actions to authorize the execution and delivery
of Agreement and Agreement does not and will not violate or be inconsistent
with any other agreement of which the “IRC” is or may become a party. The
“IRC” has a sound knowledge in the business necessary for the exercise and
enjoyment of the Investor's Interest.

8.4 There will be no claims, liens and encumbrances or rights in nature or any part
thereof that can or will impair or interfere with the rights of the Investor.

8.5 The manner and approach or execution of the Investment by the “IRC” will not
violate or infringe any trademark, trade name, artistic, personal and civil or
property right, right of privacy or any other right(s) of any person which will violate
conflict or interfere any of Investor's rights here under.

ARTICLE 9 - INVESTOR’S WARRANTIES

9.1 The Investor warrants that he has all right(s) and ownership of the Investment
Amount and is entitled to dispose of/manage the Investment Amount, in
particularly transfer the Investment Amount.

9.2 The Investor warrants that the Investment Amount is unencumbered, good,
clean, cleared and of noncriminal origin.

9.3 This Investment within the territory as advised by the “IRC” to the Investor has
not been publicly canvassed for in the territory. The Investor will not authorize
any other person to handle and manage the investment within the territorial base,
in whole or in part within the scope under which this Investment is based. Upon
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 full transfer of the Investment Funds to the “IRC” for the commencement of the
investment, the “IRC” should withdraw 0.5% of the total value of funds to be
transferred and the same shall be utilized to pay all duties/taxes and expenses
that would be incurred in connection with getting the funds safe and clean in to
the Country of Investment. Upon lodging of the funds the “RID”
commission/management fees of 2.5% of the total Investment Funds received
can be withdrawn by the “RID”. The “IRC” is free to invest the funds thus
received either into the projects or use it elsewhere at his own discretion. Any
balance should be refunded to the investment capital/sum.

9.4 The “IRC” shall quietly and peacefully enjoy and possess, during the entire
period of its exclusive rights hereunder, all of the Investment and other rights
herein granted to the “IRC”.

ARTICLE 10 - EXCHANGE RATES

If at any time a currency shall be exchanged at an exchange rate shall be used,

the Parties agree to use such exchange rates available at:
http://www.bloomberg.com/markets/currencies/ as per the exchange rates
prevailing at the time of transfer in the Bank, where the investment funds are
lodged and kept.

ARTICLE 11 - CONFIDENTIALITY

11.1 After the termination or expiration of this Agreement, neither Party shall copy or
possess any of the other Party‟s data and/or intellectual property that is not
permitted/strictly forbidden to be used by such party.

11.2 Subject to the provisions of clause11.3:

a) Information including without limitation, trade secrets, know-how and business

information, such as financial, customer, vendor and technical information of
each Party which is confidential or proprietary;

b) Oral confidential or proprietary information of a party and any member of its

group, provided to or made available to the other Parties/party (as Recipient

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 Party);

c) Information subject to any confidentiality or non-disclosure agreement to

which or by which a Party or any member of its group is a party or is bound; and

d) Trade secret information which is provided by a Party or any member of its

group to the Recipient Party or which is otherwise received by, made available to
or under the control of the Recipient Party under or in connection with the
discussions leading up to, or the entering into or the performance of, this
Agreement,

however, as far as it is submitted by the Disclosing Party to the Recipient Party

(either Investor or his representative and / or Investment Manager or his
representative) under or in connection with this Agreement, such information
shall (whether such information is oral, written or contained on any storage media
and whether such information is received by, provided to or made available to the
Recipient Party on, before or after the date of this Agreement) constitute and be
hereinafter referred to as “Confidential Information”. The Party receiving any
Confidential Information (“Recipient Party”) shall keep it confidential and will not
disclose any such information without the prior written permission of the Party
disclosing such information (“Disclosing Party”), nor use any such information
for other than the purpose for which it is supplied, except as provided herein.

11.3 A Recipient Party shall not be required to treat as confidential any information
which becomes publicly available other than as a result of any breach of this
Agreement by the Recipient Party, which is independently developed by it,
transferred to it in performance of the transaction to a Party as its proprietary
information, or which is lawfully obtained from any third party without restriction
on disclosure.

11.4 The Recipient Party undertakes to the Disclosing Party:

a) to keep secret and confidential any and all Confidential Information of the
Disclosing Party by employing the same degree of care as it takes to
preserve and protect its own confidential information of a similar nature
but in no event shall this be less than a reasonable degree of care;

b) Not with standing to the Disclosing Party‟s prior written consent or as otherwise

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 required by law, to disclose any Confidential Information of the Disclosing
Party in whole or in part to any other person save the Recipient Party,
Recipient Party‟s Group or their employees, officers associates,
representatives, and advisers (and, in the case of oath, additionally sub-
contractors, associates, and agents) who are directly involved with the
performance of this Agreement and who need to know the same for
reasons connected with the performance of Agreement and also any
professional adviser engaged to provide internal audit services on behalf
of a Party;

c) To make each of the third Parties to whom any Confidential Information of the
Disclosing Party is disclosed under clause 11.2 aware of the confidential
nature of the Disclosing Party‟s Confidential Information and shall procure
that each such third party shall abide by the terms of HOA

d) To use the Confidential Information of the Disclosing Party solely in connection

with the performance of this Agreement and not for its own benefit or the
benefit of any third party.

11.5 In case of a breach by either Party‟s obligations under HOA, the aggrieved Party
shall notify the defaulting Party of such breach and give the defaulting Party
Fifteen Business Days to reply to such notification. If such reply is not to the
satisfaction of the aggrieved Party, the Parties shall involve their senior
management to resolve the respective default. If no resolution is made within 60
days of the aforementioned notice this default may constitute a material breach
of this Agreement.

ARTICLE 12 – INTERPRETATION

Definitions. In this Agreement, unless the context otherwise requires, the following
words and phrases shall have the meanings set out below, respectively:

12.1 “Dollars” and “dollars” mean United States dollar amounts.

12.2 “Investment Management Documents” means all documents that need to be

executed by one or both Parties to close Agreement: namely the Agreement
itself, a notarized copy of the Investors Certificate of Incorporation, a Power of
Attorney issued by the investor in favour of the “IRC” (the final executed
documents are attached to this Agreement), and any other documents that may
be required.

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12.3 “Profit” means the financial benefit that is realized when the amount of revenue
gained from the Investment Strategies described in this Agreement exceeds the
expenses, costs and taxes needed to sustain that activity; Profit and its
constituents shall be defined and calculated using standard accounting principles
and practice. The Parties agree that the accounting year for the purposes of
calculating the Profit shall initially be from January 1 to December 31 of each
year, subject to change at the discretion of the Managing Partner.

12.4 “Funds” means the amount received from the Investor by the “IRC” in a bank
account of his choice. The Investor shall make an in internal wire transfer of USD
$4,000,000.00 (Four Million United States Dollars) to any preferred/designated
bank account of the “IRC”. Should the amount received by the bank when
crediting the wire transfer from the Investor to the “IRC”‟s account differ from the
USD $4,000,000.00 (Four Million United States Dollars) as stipulated above,
the amount determined by the Bank shall prevail and the Funds shall be that
amount.

12.5 “one off Commission” means a payment of 2.5% of the Funds (i.e., USD US
$100,000.00 (One Hundred Thousand Dollars only) by the “IRC” to the “RID”,
to be deducted by the “IRC” from the Funds immediately after it has been
credited to the ”IRC”account back home. This amount shall not be adversely
affected by any deductions as a result of Article 4 reductions.

12.6 “Working Capital” means a payment of 0.5% of the Total investment Funds
totalling USD$ 20,000.00 (Twenty Thousand United State Dollars only) by the
„‟RID” to the “IRC”, to be deducted by the “IRC” from the Funds immediately once
it has been credited to the “IRC” account, to cover any sudden/unexpected
expenses that might occur before or during prior to the release of the Funds but
not limited to travel expenses, business research/feasibility studies, legal, tax and
other Consultancy fees, local/international taxes and government levies, etc. This
amount shall not be adversely affected by any deductions as a result of Article 4
reductions.

12.7 “Loan” means the amount of the Funds minus the Sign-up Fee minus the
Working Capital, i.e., 97% of the Total Funds remitted or US $3,880,000.00
(Three Million Eighty Eight Thousand United State Dollars only). This capital
will be structured to stand as Equity repayable to the Investor at the end of the
first 5 years Term.

12.8 “Assets” means the amount of the monies available for investment. The initial
Assets are the amount of the Equity.

12.9 “Headings “. The division of Agreement into Articles and Sections and the

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 insertion of headings are for convenience and for reference only and shall not
affect the construction or interpretation of Agreement.

12.10 “Numbers and Genders “. In Agreement words importing the singular number
only shall include the plural and vice versa, words importing a specific gender
shall include the other gender, and references to persons shall include
partnerships, trusts, associations, unincorporated organizations and
corporations.

ARTICLE 13 - FORCE MAJEURE

13.1 Subject always to the provisions of this clause, neither Party shall be liable or
deemed to be in default for any delay, interruption or failure in performance of its
obligations under this Agreement caused directly or indirectly by the following
events to the extent such event is neither within a party‟s control or caused by a
party: fire, flood, earthquake, explosion or other casualty, pandemic (including
swine/Ebola flu), power failure, accident, act of God or any other cause or
condition whatsoever beyond the reasonable control of the affected party i.e.,
natural disasters and which once having arisen, such party could not reasonably
overcome (an “Event of Force Majeure and terrorism act The performance of
the affected party‟s obligations under this Agreement shall be suspended during
the continuance of the Event of Force Majeure in question and the affected party
shall be granted an extension of time for performance equal to the length of time
that the Event of Force Majeure and its effects subsist, provided however that:

a. Any such extension of time for performance shall not affect the term of this
Agreement;

b. Any liabilities, costs and expenses of any kind whatsoever arising out of or
in connection with such Event of Force Majeure condition shall be borne
by the party incurring the same; and

c. Nothing in HOA shall relieve a party in any manner whatsoever from an

obligation to pay the other party the amounts then due and owing to the
other party.

13.2 Upon the occurrence of an Event of Force Majeure affecting a party, the affected
party shall:

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 a) Immediately notify the other party in writing of the occurrence of the Event
of Force Majeure, describing the circumstances causing such delay of
performance to a reasonable level of detail, and giving an estimate of
when performance may recommence/resume; and

b) Use commercially reasonable efforts to perform (or recommence

performing) its obligations as soon as (and to the extent) possible, as set
forth in this Agreement.

13.3 Investor) shall bear its own costs arising out of or in connection with an Event of
Force Majeure without any rights to claim its costs or payments by the other
party. The party affected by the Event of Force Majeure shall be entitled to an
extension of time for completion of its obligations under this Agreement.

ARTICLE 14 - INDEMINFICATION, LIMITATION OF LIABILITY, JURISDICTION

14.1 The “IRC” will at his own expense, indemnify the Investor its assignees and hold
them harmless from any or all claims, actions, judgments, decrees, loss,
damage, liability or expenses, including attorney fees resulting from or in
connection with, any breach of any of the warranties, covenants and promise
made herein by the “IRC” with mutual consent, Investor shall first require the
“IRC” to defend any such claim, action or cause of action, and to assume full
responsibility and cost of defence or settlement thereof, if, however, after a
reasonable time, the”IRC” fails to assume such responsibility as aforesaid, then
the Investor is hereby granted authority and power of attorney to handle, defend
or settle all claims, actions and defence and/or settlement of any claim, actions or
cause of action handled by the Investor. The Investor shall give notice of any
such claim or action to the “IRC”„s request shall consult with the “IRC” concerning
same and any settlement thereof, but Investor's decision with regard to any claim
handled by Investor shall be final.

14.2 The term "action" shall be deemed to include all manner of suits, actions and
proceedings at law or in equity or agency or before any administrative, judicial or
government agency or before any arbitration or another private tribunal. All
powers and authority of the Investor granted in this may be exercised by itself, in
their respective names or in the name of the Investor, or otherwise. Any amount
which the “IRC” may become obligated or pay to any of the indemnities pursuant
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 to this paragraph shall be paid by Investor upon demand, and if elected to be
paid by the Investor, may be recouped by the Investor directly from the “IRC”
upon demand or from the “IRC”‟s share of gross receipts hereunder, or from any
other amount due to the “IRC” from Investor.

14.3 Nothing contained herein shall be construed as either party the agent of the
other. This summary is personal to the “IRC” and may not be assigned, and any
such purported assignment shall be void. This summary shall be binding upon
and shall ensure to the benefits of each of the Parties and their respective
representatives.

14.4 However, any liability of the “IRC” under this summary and/or in connection with
the “IRC”‟s performance of its services to the Investor shall be limited to an
amount of 97% of the proceeds received by the “IRC” for performing its services
to the Investor.

14.5 Notwithstanding any other provision of this Agreement, neither Party shall be
liable to the other, whether by way of indemnity, in contract, tort (including
negligence), breach of statutory duty, or otherwise, for loss of savings or profit,
loss of revenue, loss of opportunity, loss of goodwill or anticipated savings or
reputation, loss of use, loss of production, loss of contract, financing charges or
cost of capital, any financial or economic loss, for any cost of substitute facilities,
goods, or services; cost of capital; cost of replacement power; governmental and
regulatory sanctions; and claims of the customers for such damages; or for any
special, indirect, incidental or consequential loss or exemplary damage either
directly or indirectly arising out of a breach of this Agreement by a defaulting
Party.

14.6 For the avoidance of doubt, the foregoing exclusion of liability shall not apply to
and shall therefore not serve as an exclusion or limitation of liability (i) in relation
to any indemnity obligations of a Party for claims made by third Parties in
connection with the death of or injury to persons or loss of or damage too
tangible third party property or (ii) in the event of gross negligence or wilful
misconduct.

14.7 The rights, remedies and liabilities of the Parties will be sole and exclusive and in
lieu of any other rights, remedies or liabilities, whether express or implied, at law,
equity or otherwise.
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14.8 The limitation of liabilities contained herein will survive expiration or termination
of this Agreement.

14.9 This agreement shall be governed, made, construed and interpreted under
International business laws and both Parties shall submit to the jurisdiction of the
courts of the International court of Arbitration any action brought to enforce or
otherwise relating to this agreement, local court of arbitration of London, United
Kingdom.

ARTICLE 15 - NO JOINT VENTURE

15.1 This Agreement does not create a joint venture in any kind between the Parties.
The “IRC” only acts for the Investor.

ARTICLE 16 - ARBITRATION:

16.1 In the event of any dispute arising out of or in connection with this Agreement,
such dispute shall be finally resolved in accordance with the Rules of Arbitration
of the International Chamber of Commerce by three arbitrators appointed in
accordance with the said Rules of Arbitration. The number of arbitrators shall be
three. Each Party shall appoint an arbitrator. The two arbitrators appointed will
appoint the third arbitrator i.e., umpire who will serve as the chairman of the
arbitration panel. The place of arbitration and order of the arbitral proceedings
shall be in English. The arbitral award shall be final and binding on the Parties.
The arbitration shall be confidential. All costs/expenses/fees incurred out of
arbitration proceedings shall be severally and jointly liable/responsible/equally
shared by both parties, namely The “IRC” and Investor/ The „RID”.

ARTICLE 17 - NOTICES

17.1 Any notice under this Agreement will be effective only if it is (i) in writing and
delivered by hand, registered post or courier using an internationally recognised
courier company or (ii) by fax or (iii) by e-mail. References to a notice under this
Agreement include any notice, claim, demand or other document to be delivered
to any Party in connection with this Agreement or any dispute arising in
connection with this Agreement.

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17.2 A Notice shall be deemed to have been given and received: (i) when left at the
appropriate address if hand-delivered or send (sent) by registered mail; (ii) when
actually received if send (sent) by facsimile or electronic data exchange (except
e-mail); (iii) when dispatched and the acknowledgement received if send (sent)
by telex or email; or (iv) when actually sent if by e-mail. Notice details for the
Parties are as follows:

Article 18-. ANTI MONEY LAUNDERING AND ORIGIN OF FUNDS.

18. 1 The Investor acknowledges that due to anti-money laundering regulations within
their respective jurisdictions, the Asset Manager and/or any person acting on
behalf of them may require further documentation verifying the source of funds
used to grant the loan for investment purposes before Agreement can be
accepted. The Investor further agrees to provide the Asset Manager at any time
with such information as they determine to be necessary and appropriate to verify
compliance with the anti-money laundering regulations of any applicable
jurisdiction or to respond to requests for information concerning the identity of the
investor from any governmental authority, self-regulatory organization or financial
institution in connection with its anti-money laundering compliance procedures,
and to update such information as necessary.

18.2 Affidavit of Source of Funds. Prior to any transfer of funds to investment and fund
manager destination account: Investor shall execute a bank to bank Affidavit of
Source of Funds, which attests that the funds to be transferred are not the
proceeds of nor are intended for or being transferred in the furtherance of any
illegal activity or activity prohibited by their respective jurisdictions. Such activity
may include, but is not limited to: tax evasion; financial misconduct;
environmental crimes; activity involving drugs and other controlled substances;
counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry of
goods into the investor‟s jurisdiction by means of false statements; terrorism;
terrorist financing or other material support of terrorists or terrorism; arms
dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort by
conspiracy or otherwise to defeat, defraud or otherwise evade, any party or the
Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a marshal,
or any other officer of the court or government or regulatory official; bribery or any
violation of international foreign corrupt practices act; forgery; or fraud of any

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 kind. The Investor further warrants that all transfers of monies will be in
accordance with the Money Laundering and Terrorist Financing
recommendations by the Financial Action Task Force guidelines.

18.3 The investor hereby exonerates the funds and investment manager from any
obligation to the loan agreement that shall be used as a cover for moving
investment funds from Turki.

18.4 The investor hereby declares that funds are under no investigation and thus
exonerate the funds and investment manager for any wrongdoing nor criminal
participation should there be any of such investigation in the future for
whatsoever reason.

18.5 The funds and the “IRC” therefore accept these funds in good faith for
management for a duration of five years and can be extend by both parties
agreement.

ARTICLE 19 - MISCELLANEOUS

19.1 Both Parties shall remain at all times an independent contractor and all persons
employed by such party shall be and remain employees solely of such party and
shall be subject only to the supervision and control of such party‟s supervisory
personnel.

19.2 The language of this Agreement shall be English, and all communications shall
be delivered in English unless otherwise agreed.

19.3 Except as expressly provided herein, no variation of this Agreement shall be

effective unless it is in writing and signed by a duly authorized representative on
behalf of each of the Parties to this Agreement.

19.4 No neglect, delay or indulgence on the part of a Party in enforcing any term of
this Agreement will be construed as a waiver and no single or partial exercise of any
right or remedy under this Agreement will preclude or restrict the further exercise or
enforcement of any such right or remedy. No waiver by a Party shall be valid unless
in writing and signed by an authorized representative of that Party.

19.5 If any term or provision of Agreement is held to be illegal or unenforceable, in

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 whole or in part, under any enactment or rule of law, that term or provision shall to
that extent be deemed not to form part of Agreement but the enforceability of the
remainder of such clause and of Agreement shall not be affected.

19.6 No Party shall make any press announcement including that of social media or
otherwise publicise the existence of Agreement or its terms or use the name of the
other Parties in any promotional material or other material for distribution without the
prior written consent of the other relevant Party.

19.7 Each Party shall sign or execute any document or deed and do any such other
act or thing as may be necessary or desirable for the purpose of giving effect to the
terms and conditions of Agreement.

19.8 Agreement as well as its Appendices and future amendments constitute the
entire agreement and understanding of the Parties in relation to the subject matter
of Agreement, and any and all other previous agreements, arrangements and
understandings (whether written or oral) between the Parties with regard to the
subject matter of this Agreement are hereby excluded.

(The “RID”) (The “IRC”)

Signature& stamp company:……. Signature & Stamp Company:……

Name : …… Name :……

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