PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT NKD (NEW KUWAITI DINAR, CASH CURRENCY) FOR EURO

This private foreign exchange transaction agreement and the four (4) attached Annexes are entered on this __^th day January of 2011 by and between:

NKD – PRINCIPAL (SELLER)            

REPRESENTED BY:                         

ADDRESS:                                       

COUNTRY:                                       

ID #:                                                 

PHONE:                                           

FAX:                                                

E-MAIL:                                            

(Hereinafter referred to as SELLER)

AND

EURO / € – PrincipAL (BUYER)      

REPRESENTED BY:                         

PASSPORT NO.:                              

COUNTRY:                                       

ADDRESS:                                       

PHONE:                                           

FAX:                                                

MOBILE:                                           

E-MAIL:                                            

(Hereinafter referred to as BUYER)

WHEREAS, in consideration of the promises and the mutual covenants, warranties, terms and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties agree and state that they wish to enter into this agreement for the exchange of NKD (NEW KUWAITI Dinar, CASH CURRENCY) for EURO under the following terms and conditions:

This currency exchange transaction is to be executed via SWIFT MT 103 / 23 against NKD CURRENCY DELIVERY. According to the following terms, conditions and agreed procedures between BUYER and SELLER.

NKD currency PRINCIPAL for EURO principal

1.1  DESCRIPTION OF THE NEW KUWAITi dinar cash CURRENCY:

CURRENCY:                                      NKD (NEW KUWAITI DINARS) CASH CURRENCY LEGAL TENDER OF KUWAIT; CLEAN, CLEAR AND NON-CRIMINAL ORIGIN FREE FROM ANY LIENS OR ENCUMBRANCES, FREELY TRADABLE IN ANY COUNTRY.

YEAR OF CURRENCY ISSUE:           CURRENT VALID CURRENCY (Edition 6, 7, 8, 9, 10 printed 2006 – 2010)

CONTRACT QUANTITY:                     _ Billion NKD (__ pallets) NK DINARS with Rolls & Extensions

FIRST TRANCHE:                              _00 Million NKD (__ pallet)

SUBSEQUENT TRANCHES:               T.B.D (TO BE DETERMINED)

1.2  DESCRIPTION OF THE EURO:

CURRENCY:                                      EURO, LEGAL TENDER

ORIGIN OF CURRENCY:                    CLEAN, CLEAR AND NON-CRIMINAL ORIGIN, FREE FROM ANY LIENS OR ENCUMBRANCES.

2.   TRANSACTION CONDITIONS:

PAYMENT MODE:                             PAYMENT BY SWIFT MT103 / 23 FOR NKD CURRENCY

RATE OF EXCHANGE:                      GROSS (24 %) TWENTY FOUR PERCENT NET (20 %) TWENTY PERCENT DISCOUNT OF THE TOTAL CONTRACT

CONSULTANT FEES:                        (4 %) FOUR PERCENT CONSULTANT FEES OF TOTAL CONTRACT FACE VALUE OF EACH AND EVERY NKD EXCHANGED.

NKD TRANSACTION

3.   TRANSACTION PROCEDURES:

1)   BUYER COMPLETES AND SIGNS THIS DOCUMENT (INCLUDING IMFPA) IN ALL PARTS TOGETHER WITH COPY OF PASSPORT AND FORWARD TO SELLER. AT THE SAME TIME THE BUYER SHOULD PROVIDE THE SELLER BANK RWA VIA SWIFT WITH PROOF OF FUNDS (UNBLOCKED) TO BE MENTIONED FOR CURRENCY TRANSACTION OR BUYER WILL DEPOSIT USD 1 MILLION USD (PERFORMANCE BOND) WHICH WILL BE MATCHED WITH THE SAME AMOUNT BY THE SELLER SIDE (ACCORDING TO SEPARATE PERFORMANCE BOND AGREEMENT).

2)   SELLER INVITES BUYER FOR TTM AND NKD VERIFICATION IN ISTANBUL TURKEY. THE SELLER ARRANGES THE RELEVANT DOCUMENTS AND NKD CURRENCY IN ISTANBUL FREE ZONE SECURITY HOUSE FOR BUYER VERIFICATION AND AUTHENTICATION.

3)   SUBSEQUENTLY WITHIN MAXIMUM ONE (1) BANKING DAY, THE BUYER’S BANK TRANSFERS BY MEANS OF A SWIFT CONDITIONAL MT103 / 23 TO THE SELLER’S BANK FOR THE FIRST TRANCHE.

4)   AFTER BUYER’S SUCCESSFUL VERIFICATION AND AUTHENTICATION OF THE NKD CURRENCY AND NKD RELEVANT DOCUMENTS. THE BUYER BANK RELEASES FUNDS COVERED IN THE SWIFT MT 103 / 23 UNCONDITIONALLY TO THE SELLER’S BANK. UPON CONFIRMATION OF SELLER BANK FOR THE AVAILABILITY OF THE MONEY IN SELLER’S ACCOUNT, THE BUYER THEN WILL TAKE FULL CHARGE OF THE NKD TO HIS POSSESSION.

5)   THE FOUR PERCENT (4 %) CONSULTANT FEE WILL BE PAID SIMULTANEOUSLY FOR EVERY TRANCHE PAYMENT WITH ROLLS AND EXTENSIONS FROM THE BUYER / BUYER’S BANK, IN ACCORDANCE WITH THE PAYMENT INSTRUCTIONS OF THE PAYMASTER AS SET OUT IN THE MASTER FEE PROTECTION AGREEMENT, WHICH WILL BE ATTACHED ICBPO TO AND FORM AN INTEGRAL PART OF THE BUSINESS AGREEMENT.

6)   SELLER WILL SHIP THE CURRENCY FROM (AIRPORT FREE ZONE ISTANBUL) TO DESIGNATED BUYER DESTINATION ON SELLER EXPANSES INCLUDE INSURANCE.

7)   SUBSEQUENT TRANCHES WILL FOLLOW WITHIN (TBD) DAYS OF THE FIRST TRANCHE IN AN AMOUNT AGREED BY BOTH PARTIES, TO BE REPEATED AS PER THE ABOVE PROCEDURE UNTIL BOTH CURRENCIES ARE EXHAUSTED WITH ROLLS AND EXTANT IONS.

SELLER’S DOCUMENT LISTS AS FOLLOWS;

l  CHANGE OF OWNERSHIP (FOR NEW OWNER)

l  FREE DELIVERY DOCUMENT

l  NKD RELEVANT DOCUMENTATION

4.   BANKING COORDINATES OF BUYER AND SELLER AS PER ANNEX “A”

The Parties must follow the guidelines provided by the rules of the banks on the Anti-Terrorism Act and the Patriot Act I and II. The Buyer will not be held responsible for any harmful money laundering.

5.   BANKING COORDINATES AND INSTRUCTIONS FOR SELLER AND BUYER:

The respective bank account details are listed in ANNEX “A” attached and cannot be changed for the life of this agreement without written notice given to all beneficiaries of consulting fees and commissions five days prior to any change.

6.   OTHER TERMS AND CONDITIONS:

l  EXCHANGE RATE: The exchange rate for future tranches is to be agreed between the buyer and seller in the morning as of the date of exchange. The day of payment SWIFT MT 103 / 23 to the seller bank account for the transaction is considered as Exchange date. The exchange rate is from the official web page of Central Bank of Kuwait www.cbk.gov.kw and for the calculate the exchange rate in Euro/ € to be use the official web page European Central Bank www.ecb.int.

l  TERM OF AGREEMENT: This contractual Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of ICC PARIS FRANCE the latest edition And said law shall govern the interpretation, enforceability, performance, execution, validity and any other such matters regarding this Contract.

And, it is in full force and effect until completion of the transaction and it is legally binding upon the Parties signatories, their heirs, successors and assigns, agents, principals, attorneys and all associated Parties involved in this contract transaction.

l  CODES OF IDENTIFICATION: The Parties to this contract agree that all documents related to this transaction shall indicate the codes as indicated herein. And, the codes shall not be changed during the term of this transaction contract, including all rollovers, renewals, extensions and all additions.

l  UNAUTHORIZED BANK COMMUNICATION: Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose Bank is to be contacted. Any Unauthorized contact act is breach of this contract.

l  TAXES, INSTITUTIONAL COSTS: Both Parties hereto individually and separately accept liability of taxes, imposts, levies, duties or charges that may be applicable in the execution of their respective roles in this transaction.

l  PENALTY CLAUSE FOR NON-PERFORMANCE: Should any of the Parties herein fail to perform as required by this contract, once signed, and after the Term of Validity thereof had expired, then, the failing Party shall indemnify the other Party for an amount of the 2 % of the total quantity of the transaction; and one percent of said two [2 %] percent shall be paid and equally distributed, to each of the facilitators that made the introduction of the signatories possible, if the non-defaulting signatory to the contract files a default claim, if not, then, the two [2 %] percent shall be paid to the facilitators only. The facilitators have the right to make a legal claim for such amount of two [2 %] percent as it applies, of the total amount contracted, in any court of jurisdiction against the party failing to perform.

l  This contract is intended to be performed in accordance with, and only to the extent permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this contract be considered invalid or unenforceable, then, the reminder of this contract shall not be affected and shall be enforced to the greatest extend permitted by law.

l  NON-DISCLOSURE AND NON-CIRCUMVENTION: Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure rules of all issues by the ICC, SWISS / PARIS / FRANCE, last edition of which shall apply to this transaction for a period of five (5) years, no matter whether direct or indirect.

l  EDT- ELECTRONIC DOCUMENT TRANSMITTAL & COUNTERPARTS: This contract may be executed in multiple copies at different times and places, each being considered an original and binding. All facsimile / electronic transmittal / communications relating to this transaction and which are mutually accepted by the Parties, shall be deemed legally binding and enforceable documents for the duration of the transaction.

l  force Majeure: The “FORCE MAJEURE” exception clause of the International Chamber of Commerce (ICC Publication No. 421) is hereby incorporated and made an integral part of this agreement. A party cannot be held in default if the reason is caused by force Majeure. Case may be, when executed by both PARTIES.

IN WITNESS WHEREOF, The undersigned have read this document and had advise of its legality and after understanding the content of this contract written in the English language, by knowledge of the language or by professional translation to the party’s language and legal advice, and initialed all the pages of this contract and, fully understand and agree that its execution constitutes an acceptance of all of its mutually protective covenants, terms and conditions, and is lawfully binding upon the “Parties”, and their legal heirs, successors, representatives and assignees.

by the seller / AUTHORIZED SIGNATORY:

I hereby swear under the International Laws of Perjury and Fraud that the information provided by me herein is accurate and true and that I have read and understood the full contract. Signed and sealed on the date indicated below by the signature.

Signature:                                     Date: __^th Day of January, 2011

COMPANY:                                      

REPRESENTED BY:                         

ADDRESS:                                       

COUNTRY:                                       

ID No:                                              

e-mail:                                            

BY THE buyer / authorized signatory:

I hereby swear under the International Laws of Perjury and Fraud that the information provided by me herein is accurate and true and that I have read and understood the full contract. Signed and sealed on the date indicated below by signature:

Signature:                                     Date: __^th Day of January, 2011

COMPANY:                                      

REPRESENTED BY:                         

ADDRESS:                                       

COUNTRY:                                       

PASSPORT No:                               

e-mail:                                            

annex “A”

seller’s banking coordinates

buyer’S BANKING COORDINATES:

annex “B”

THE TRANCHE SCHEDULE is JUST EXAMPLE – TBD on TTM (ALL amounts BELOW ARE IN NKD):

The following tranches will be agrEed by the buyer and seller.

IF A TRANCHE DAY IS A NATIONAL HOLIDAY, THE EXCHANGE IS TO BE EXECUTED IN THE NEXT SUBSEQUENT OR IN THE PRIOR BANKING DAY. ALL OTHER TERMS AND CONDITIONS WILL BE IN ACCORDANCE WITH THIS CONTRACT.

annex “C”

IRREVOCABLE consultanT FEES AGREEMENT / pay ORDER TO facilitators and beneficiaries for the transaction of the PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT

TO BE SIGNED BY BUYER to the beneficiaries of this CONSULTANT fees agreement:

PAY MASTER:      fOUR (4.00 %) of the total contract face value OF NKD PAID BY THE buyer bank as agreed in the IMFPA contract.

ON THE MATTERS OF THE TRANSACTION CODE INDICATED HEREIN FOR THE EXCHANGE OF NKD AGAINST EURO IN THE TOTAL CONTRACT AMOUNT OF NKD WITH ROLLS AND EXTENSIONS AND A TOTAL 4 % CONSULTANT FEES OF THE TOTAL CONTRACT FACE VALUE OF NKD TO BE PAID BY THE BUYER / BUYER’S BANK IN CONSULTANTS FEES,

WE, abc company / CEO Mr. xxx AS THE BUYER, 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 beneficiaries, fOUR (4 %) OF TOTAL CONTRACT FACE VALUE of EACH AND EVERY NKD EXCHANGED AND FOR each AND EVERY tranche delivered of the total contract amount INCLUDE ROLLS and EXTENSIONS. the disbursement of consulting fees are to be made immediately upon closing of each and every transaction tranche delivered, without restrictions or taxes imposed, or impediment, delays of any kind or nature whatsoever of All quantities / tranches scheduled to be delivered and paid by the payor / Guarantor of the consulting fees to the designated Paymasters. Furthermore, the delivery of these funds is guaranteed with full Corporate Authority and responsibility as good, clean, clear funds of non-criminal origin.

WE, the undersigned, agree that this payment is irrevocable, and unconditional, and shall be made immediately by the buyer’s BANK SWIFT VIA MT 103 wire transfer in EURO per tranche, These consulting feeS 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 honored as per contract AS A WHOLE.

BY THE BUYER / authorized signatory:

i hereby swear under the International Laws of Perjury and Fraud that the information provided by me herein is accurate and true and that i have read and understood the full contract. Signed and sealed on the date indicated below by signature:

SIGNED AND SEALED ON BEHALF OF THE BUYER:

Signature:                                     Date: __^th Day of January, 2011

COMPANY:                                      

REPRESENTED BY:                         

ADDRESS:                                       

COUNTRY:                                       

PASSPORT No:                               

e-mail:                                            

annex “D”

The SELLER and the BUYER present the legal tender New Kuwaiti Dinar / cash currency (NKD) and EURO available in a bank and warrants under penalty of perjury laws of jurisdiction as it applies, that the NKD cash currency and EURO funds are totally derived from legal sources and not from any illegal drug traffic or money laundering activities, terrorist group or association and neither from any other criminal activity, and confirms that the funds are good, clean, clear, of non-criminal origin, free from any liens and taxes, freely transferable to be exchanged NKD cash currency for EURO.

The parties must follow the guidelines provided by the rules of the banks on the Anti-Terrorism Act and the EUROPE & U.S.A. Patriot Act I and II. The SELLER and BUYER will not be held responsible for any harmful money laundering.

Each Party, individually and separately, accepts liabilities on taxes, import, levies, duties or charges that may be applicable while in the execution of their institutional role.

SELLER:                                                                 BUYER:

NAME:                                                                    NAME: Mr.

ID NO:                                                                     PASSPORT NO:

______________________________                    _____________________________

SIGN                                                                       SIGN

SELLER MANDATE’S COLOR PASSPORT COPY

BUYER’S COLOR PASSPORT COPY

LODGED WITH OUR BANK AND WILL BE EFFECTIVE WHEN THE TRANCHES COMMENCE AND FUNDS ARE PAID TO SELLER FROM BUYER

ALL PAYMENT ENTIRELY SHALL BE EXPRESSED IN EQUIVaLenT to EURO CURRENCY VIA SWIFT MT / 103 BANK TO BANK.

_____________________________________                     _____________________________________

BANK OFFICER 1 SIGNATURE                                                 BANK OFFICER 2 SIGNATURE

BANK OFFICE NAME:                                                                  BANK OFFICE NAME:

TITLE:                                                                                               TITLE:

PIN NUMBER:                                                                                PIN NUMBER:

BANK NAME:                                                                                 BANK NAME:

BANK ADDRESS:                                                                         BANK ADDRESS:

BANK TEL:                                                                                      BANK TEL:

TODAY’S DATE:                                                                             TODAY’S DATE:

BANK SEAL