FOREIGN CURRENCY EXCHANGE AGREEMENT

CASH TO BANK

                                    BONUS 22% GROSS, 18% NET               

DATE: January 20, 2011

  . 

 Legal NEW KUWAIT DINAR  (NKD) Provider  REPRESENTATIVE:

.

Legal USD Provider REPRESENTATIVE:

 .

         I AM _____________________  PASSAPORT  __________ ,

          NEW KUWAIT DINARS PROVIDER,

HEREAFTER REFERRED TO AS SELLER, HEREBY CONFIRM WITH FULL CORPORATE AUTHORITY UNDER PENALTY OF PERJURY, THAT WE ARE READY, WILLING AND ABLE TO EXCHANGE OUR NON-CRIMINAL ORIGIN NEW KUWAIT DINARS CURRENCY FOR NON-CRIMINAL ORIGIN UNITED STATES DOLLARS CURRENCY. OUR NKD  SHALL BE PAID VIA SWIFT ISSUED BY USD PROVIDER BANK IN FAVOUR OF NKD PROVIDER IN ACCORDING TO THIS PFCEA AND AS AGREED BETWEEN THE PARTIES AFTER BOTH SIDES SHALL VERIFY THEIR ABILITY TO ENTER IN THE TRANSACTION. NEW KUWAIT DINARS TO BE PAID AGAINST USD OF THE SAME QUALITY, AS PER THE FOLLOWING CONDITIONS AND PROCEDURES.

I, …………………………………………….., Passport No. ………………………. USD PROVIDER REPRESENTATIVE,

HEREAFTER REFERRED TO AS BUYER, HEREBY CONFIRM WITH FULL CORPORATE AUTHORITY UNDER PENALTY OF PERJURY, THAT WE ARE READY, WILLING AND ABLE TO EXCHANGE OUR NON-CRIMINAL ORIGIN USD CURRENCY FOR NON-CRIMINAL ORIGIN NEW KUWAIT DINARS. SELLER IS AVAILABLE AND WILLING PURCHASING NKD DINARS WITH A DISCOUNT OF 22% (Twenty two percent) GROSS, 18% (Eighteen percent) NET AND PAYING 4%  (Four percent) OF THE TOTAL CONTRACT VALUE FOR ALL THE INTERMEDIARIES.

 .

QUANTITY/CONTRACT VALUE:  3,000,000,000.00 (three billion KUWAIT NEW DINARS

WITH CLEAN AND CLEAR STATEMENT, CERTIFICATE OF THE  ORIGIN AND FUNDS HISTORY WITH R&E

PLACE OF EXCHANGE:  

_________________

Address:   _______________________ , İSTANBUL

TRANSACTION MODE:            CASH TO BANK / SWIFT MT 103

EXCHANGE RATE:                  OFFICIAL INTER-BANK EXCHANGE RATE

                                             IN EFFECT ON THE DATE OF EXCHANGE.

 .

FIRST SOFT TRANCHE:    5 (Five) Millions NKD

EXCHANGE MODE:                 CASH TO BANK / SWIFT MT 103 / NKD moves first

NEXT TRANCHES:                   TBA UNTIL FUNDS ARE EXHAUSTED

DISCOUNT / BONUS: 

* GROSS 22% (Twenty two percent) from the NKD-Provider,

* NET      18% (Eighteen percent) for and in favour of the USD-Provider

BONUS SPLIT: 4% TO BE SPLIT AS FOLLOWS:

* 2% (TWO PERCENT) TO SELLER SIDE INTERMEDIARIES

* 2% (TWO PERCENT) TO BUYER SIDE INTERMEDIARIES

PAID BY THE USD-PROVIDER.

TRANSACTION PROCEDURE:

.

1.    NEW KUWAIT DINARS PROVIDER (nkd) REPRESENTATIVE SIGNS AND SEALS THIS DOCUMENT, IMFPA, NCND, DECLARATION IN LIEU. NKD PROVIDER SENDS THEM WITH HIS PASSPORT COPY TO USD PROVIDER.

2.    USD - PROVIDER SIGNS AND INITIALS ALL DOCUMENTS AND FORWARDS THEM TO NKD PROVIDER WITH PASSPORT COPY OF USD MANDATOR WHO IS ALREADY IN ISTANBUL/TURKEY IN ORDER TO MEET THE NKD PROVIDER/REPRESENTATIVE, FOR TESTRANCHE ____. JAN 2011 IN PLACE OF EXCHANGE in ISTANBUL.

3.    NKD PROVIDER ARRIVES IN PLACE OF EXCHANGE TO VERIFY AND CHECK NKD PROVIDER FUNDS TESTTRANCHE OF 5 MILLION NKD AND NKD PROVIDER DELIVERS ALL THE ORIGINAL DOCUMENTATION IN THIS TTM. AFTER VERIFICATION AND COUNTING OF NKD, USD SWIFTS THE NEEDED AMOUNT OF USD $ TO ACCOUNT OF NKD, AFTER THAT THE NKD REMAIN IN PROPERTY OF USD $.

4.    BOTH THE PARTIES WILL AGREE TOGETHER ABOUT THE MOST SUITABLE PROCEDURE TO CLOSE THE TRANSACTION

5.    further tranches wIll contInue AS PER AGREED AFTER THE SUCCESSFUL FIRST TRANCHE EXECUTION TILL ALL MONEY SHALL BE EXHOUSTED.

6.    COMMISSION FEES MUST BE PAID IMMEDIATELY AS SOON AS EaCH tranche SHALL BE COMPLETED TO THE RESPECTIVE BENEFICIARIES IN ACCORDING TO IMFPA BELOW.

(*)

seller will invite maximum 3 (three) persons and All the travel costs related to the this transaction (stay and plane) will be paid by the seller-nkd provider.

Agreed this _____ January 2011

USD-PROVIDER  REPRESENTATIVE:

Represented by:  ………………………..

Passport-No.:     ………………………….....

Signature:         _______________________

NKD-PROVIDER  REPRESENTATIVE:

Represented by: 

Passport-No.:      

Signature:    _______________________      

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

COMMISSION STRUCTURE:

BONUS SPLIT: 4% (FOUR PERCENT) SPLIT AS FOLLOWS:  

* 2% (TWO PERCENT) TO NKD PROVIDER SIDE INTERMEDIARIES

* 2% (TWO PERCENT) TO USD PROVIDER SIDE INTERMEDIARIES

PAID BY USD PROVIDER IN USD CURRENCY

I, ………………………..……. AS THE USD PROVIDER, PASSPORT NO. ……………,  PAYING FEES, irrevocably and with full legal Authority, and corporate responsibility, hereby agree and guarantee to protect, and immediately cause to pay, through THE paymaster to the banking coordinates provided by the PAYMASTERS, THE FEE AMOUNT OF 4% (FOU PERCENT) in USD CURRENCY PER each AND ANY tranche delivered of the total contract amount INCLUDING ALL AND ANY ROLLS & EXTENSIONS MUST be paid and divided as agreed herein BELOW and, to be paid to each of the PAYMASTER MENTIONED BELOW in this transaction CONTRACT.

WE, the undersigned, agree that this payment is irrevocable, and unconditional, and shall be made immediately by wire transfer IN USD per EACH tranche transacted of principal sums, These consulting fees and or commissions will be paid regardless whether the banks or transactions codes are changed. The same property rights of introduction of sources and of business connection will be upheld and honoUred as per contract.

ALL AND ANY fees TO BE paid BY THE USD PROVIDER to the  paymasterS AS FOLLOWS:

1)  NKD SIDE commission

a)   paymaster

COMMISSION 50 % (fifty percent) of 2% (two percent),

equal to 1% (one-percent) OPEN

Commission

Represented by

Passport/ID:

E-mail Address:

Beneficiary Bank:

Bank Address:

S.W.I.F.T 

Account Number:

Account Name 

IBAN EURO

Bank Officer 

Bank Officer telephone 

Signature

b)   paymaster

COMMISSION 40 % (fifty percent) of 2% (two percent), equal to 0.8% (zero-point- Eighty percent) CLOSED    

Commission

Represented by

Passport/ID:

E-mail Address:

Beneficiary Bank:

Bank Address:

S.W.I.F.T 

Account Number:

Account Name 

IBAN EURO

Bank Officer 

Bank Officer telephone 

Signature

c) paymaster

COMMISSION 10 % (TEN percent) of 2% (two percent), equal to 0.2% (zero-point- two percent) CLOSED

Commission

Represented by

Passport/ID:

E-mail Address:

Beneficiary Bank:

Bank Address:

S.W.I.F.T 

Account Number:

Account Name 

IBAN EURO

Bank Officer 

Bank Officer telephone 

Signature

2)  USD SIDE COMMISSION CLOSED

COMMISSION 100% (ONE-HUNDRED PERCENT) of 2% (two percent) USD PROVIDER’S SIDE FEES

     A) paymaster:

COMMISSION 50 % (fifty percent) of 2% (two percent), equal to 1% (one percent) CLOSED

Commission

Represented by

Passport/ID:

E-mail Address:

Beneficiary Bank:

Bank Address:

S.W.I.F.T 

Account Number:

Account Name 

IBAN EURO

Bank Officer 

Bank Officer telephone 

Signature

     B) paymaster:

COMMISSION 50 % (fifty percent) of 2% (two percent), equal to 1% (one percent) CLOSED

Commission

Represented by

Passport/ID:

E-mail Address:

Beneficiary Bank:

Bank Address:

S.W.I.F.T 

Account Number:

Account Name 

IBAN EURO

Bank Officer 

Bank Officer telephone 

Signature

FURTHER, PAYMENT DISTRIBUTION SHALL BE EXECUTED UPON COMPLETION OF EACH SETTLEMENT, INCLUDING ALL RENEWALS, ROLLS AND EXTENSIONS WITHOUT PROTEST, DELAY, OR COSTS, BY PAYMENT, IN USD CURRENCY, AS INSTRUCTED BY EACH OF THE ABOVE PARTIES.

THE FEES ARE AN IRREVOCABLE PART OF THIS AGREEMENT AND WILL BE PAID BY THE USD PROVIDER.

EACH PARTY NOMINATED AND DESIGNATED INTO THIS “MEMORANDUM OF UNDERSTANDING” AND IMFPA HEREBY AGREES NOT TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT ANY OTHER PARTY TO THIS OR ANY FUTURE TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF THIS MEMORANDUM. 

ANY ADDENDUMS MUST BE AGREED AND ENDORSED BY BOTH PARTIES.

THIS MEMORANDUM & IMFPA BINDS ALL PARTIES, THEIR AGENTS, AND AFFILIATES.

A FULLY EXECUTED E-MAIL TRANSMISSION OR FACSIMILE COPY SUPPLIED SHALL BE CONSIDERED LEGALLY BINDING AS AN ORIGINAL.

Agreed this  Thursday, ___ January 2011

Signature / Seal                                      FOR ACCEPTANCE OF SELLER

(NKD PROVIDER REPRESENTATIVE)

……………………………………………           ………………………………………….

Name:         ………………………………...…             Name:

Title: USD -Provider                                    Title: NKD-Provider

Passport No.: …………………….……                    Passport No.:

Country: …………………….....……..                    Country : Turkey

Copy of Passport 

ELECTRONIC DOCUMENT TRANSMISSION

EDT ( Electronic Document Transmission ) shall be deemed valid and enforceable in respect of any provisions of this MoU. As applicable this agreement shall:

1        Incorporate U.S. Public Law 106-229 “ Electronic Signature in Global and National  Commerce Act” or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and

2        Incorporate ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3        Determine that its EDT documents be subject to European Community Directive No. 95/46/eec, applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided, however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

AUTHORIZATION TO VERIFY FUNDS

Date: ____ January 2011

To: USD PROVIDER

Re: AUTHORIZATION  

Know all men by these presents that I, NKD PROVIDER REPRESENTATIVE, __________________, at the address shown above, give you clear notice that you have my direct permission and full authority to do all matters necessary to confirm, verify, and authenticate my beneficially owned cash funds in the form of, in the amount of 1.8 Billion NKD (One-Billion-And-Eight-Hundred) on a CASH TO BANK basis. The below stated beneficially owned CHECK is of good, clean, and cleared cash funds obtained via legal means, and is currently available at the bank coordinates below:

 First Amount:  5 Million NEW KUWAIT DINARS

   Bank Name  & Address: ………………………………………………

   Bank Name  Officer & Title: …………………………………………

   Bank Name  tlf number: ………………………………………………

   TTM TIME / PLACE IN ISTANBUL .TURKEY : ……………….

In case of the verification of NKD-funds by the USD Provider does not positively succeed (i.e. the NKD-funds are not available), Seller must pay 1 (One) Million of New Kuwait Dinars as penalty.

Note:  A copy of this Authorization to Verify Funds will be lodged and presented to my Bank Officer.

In witness hereof, I hereby attest, affirm and acknowledge this document by affixing my signature on this ____ January 2011

DOCUMENTS

NKD REPRESENTATIVE

Copy of Passport

NON-CIRCUMVENTION, NON-DISCLOSURE

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts.  This duty is in accordance with the International Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

1.        TERMS AND CONDITIONS

A.         The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,

B.         The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source, and,

C.         That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.

D.         That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contacts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contacts revealed by the other party and

E.         That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so.  For the sake of this agreement, it does not matter whether information obtained from a natural or a legal person.  The parties also undertake not to make use of a third party to circumvent this clause.

F.         That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum revenue it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

G.         All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.         

H.         This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Country’s, European Union Country’s, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states will apply.

I.           The signing parties hereby accept such selected jurisdiction as the exclusive venue.  The duration of the Agreement shall perpetuate for five (5) years from last date of signing.

2.       AGREEMENT TO TERMS

A.       Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract.  Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

B.       All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.

PROVIDERS

PAYMASTERS

PAYMASTERS

DECLARATION IN LIEU OF THE CERTIFICATE OF DEPOSIT / SKR

I undersigned ________, as NKD Provider Representative, born ______ on  00/00/19__, with passport No. ______ issued on ______________ expiring on _____________, under sole and full civil and criminal responsibility

DECLARES AS FOLLOWS

A)      To be the Mandate for selling 3 BILLIONS (tree billion) NEW KUWAIT DINAR (NKD) and be in possession of all the necessary documents and requests to complete transaction: CASH TO BANK.

B)      To be ready for exchanging the first tranche of value: 5(Five) Millions NKD

C)      To be ready to sell said total amount of NKD at a net discounted value of (eighteen percent) 18% (gross 22% (twenty two percent)).

D)      NKD 3 BILLIONS (tree-billion) are ________- in Turkey NO FREE ZONE.

E)      To be ready to deliver the certifying documentation to the designated Bank Officer.

F)       Be responsible for any wrong doing and for any one who has any role in this transaction on my side including but not limited to non-delivery of documents necessary to verify the preliminary existence of the product.

G)       Be available from now onward, to meet Buyer/Buyer Mandate in Turkey.

Date, ____ January 2011

Signature 
Mr:  ________________

Passport N°:  __________

  FOREIGN CURRENCY EXCHANGE AGREEMENT CASH TO BANK BONUS 22% GROSS, 18% NET