EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT US DOLLARS ($ USD) FOR EURO ( EUR) Bank to Bank SWIFT TO SWIFT (MT 103/23)
Date xx/xx/xx
This private foreign exchange transaction agreement and the four (4) attached Annexes are entered on this 04th, day of February 2011 by and between:

USD PROVIDER PRINCIPAL:

COMPANY NAME REPRESENTED BY ADDRESS COUNTRY PASSPORT N PHONE FAX E-MAIL : : : : : : : : (Hereinafter referred to as USD Principal or USD-P) AND

EURO PROVIDER PRINCIPAL

COMPANY NAME REPRESENTED BY ADDRESS COUNTRY PASSPORT N PHONE N FAX N E-MAIL: : : : : : :+ :+ :

(Hereinafter referred to as Euro Principal or EUR-P)

REPRESENTED BY
ADDRESS

: :

COUNTRY PASSPORT NO PHONE E-MAIL

:
+

: : :

(Hereinafter referred to as Euro Mandate)

USD-Ps Initials: EUR-Ps Initials:

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE : 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 United States Dollars (USD) for Euros (EUR) under the following terms and conditions: This currency exchange transaction is a bank to bank transaction, to be executed via SWIFT transmittal transfer mode upon banks agreement, according to the following terms, conditions and agreed Bank to Bank procedure.

EURO PRINCIPALS CURRENCY: EURO USD PRINCIPALS CURRENCY: US DOLLARS

DESCRIPTION OF THE UNITED STATES DOLLARS (USD) CURRENCY: CURRENCY ORIGIN OF CURRENCY YEAR OF CURRENCY ISSUE : UNITED STATES DOLLARS; LEGAL TENDER OF USA. : NON-CRIMINAL ORIGIN. : CURRENT VALID CURRENCY; IN CIRCULATION, FREE FROM ANY LIENS OR ENCUMBRANCES, FREELY TRADABLE IN ANY COUNTRY : 50 BILLION USD WITH R & E : $49,5 MILLION USD : PER TRANCHE SCHEDULE AS AGREED

CONTRACT QUANTITY FIRST TRANCHE SUBSEQUENT TRANCHES

DESCRIPTION OF THE EURO (EUR) CURRENCY: CURRENCY ORIGIN OF CURRENCY YEAR OF CURRENCY ISSUE : EUROS, LEGAL TENDER OF E. U. : NON-CRIMINAL ORIGIN. : CURRENT VALID CURRENCY; IN CIRCULATION, FREE FROM ANY LIENS OR ENCUMBRANCES, FREELY TRADABLE IN ANY COUNTRY : 50 BILLION USD WITH R & E : $49,5 MILLION USD : PER TRANCHE SCHEDULE AS AGREED

CONTRACT QUANTITY FIRST TRANCHE SUBSEQUENT TRANCHES TRANSACTION CONDITIONS: TRANSACTION MODE RATE OF EXCHANGE BONUS CONSULTANCY FEES USD PRINCIPAL SIDE EURO PRINCIPAL SIDE FEE TRANSACTION MODE

: BANK TO BANK (SWIFT MT103 OR AS AGREED) : LONDON MORNING FIXING INTER-BANK EXCHANGE RATE. : GROSS 15% USD; NET 10% TO THE EURO PRINCIPAL : TOTAL OF 5% ALLOWED TO BE SPLIT ON 50 / 50 BASIS : 2.5% TO USD-PS SIDE, TO BE PAID BY EURO PRINCIPAL : 2.5% TO EURO-PS SIDE, TO BE PAID BY EURO PRINCIPAL : FROM EURO-PS BANK UNCONDITIONALLY TO PAYMASTERS.

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE : Per each USD$100 the Euro Principal shall pay the equivalent value in UROS of $85 USD on the day of each tranche to the USD Provider. 3. TRANSACTION PROCEDURES:

1) PARTIES, DIRECTLY OR THROUGH THEIR AUTHORISED MANDATED REPRESENTATIVE

WOULD ACCEPT, SIGN, SEAL AND RETURN THIS CURRENCY EXCHANGE AGREEMENT ALONG WTH THE FPA BY FAX OR EMAIL IN PDF-FORMAT (HARD COPIES TO BE SENT BY COURIER SERVICE IF REQUIRED). 2) THIS AGREEMENT ALONG WITH THE FPA IS TO BE LODGED WITH EACH PARTYS BANK. 3) AT A SPECIFIED WINDOW TIME BY MEANS OF A TELEPHONE CALL : __, February, 2011. 12:00 a.m. EURO TIME, THE USD-P BANK OFFICER WILL CONTACT THE EUROP BANK OFFICER TO ESTABLISH WHEN THE USD-P BANK OFFICER WILL SEND THE SWIFT PRE-ADVISE FOR THE FIRST TRANCHE. IN ORDER FOR THE BANK OFFICERS TO MAKE THIS COMMUNCIATION, A SECURITY CODE WILL BE SUPPLIED BY THE EUR-P TO THE USD-P AND THE USD-P TO THE EUR-P, ONCE THE CONTRACT HAS BEEN SIGNED. QUOTE: VIA SWIFT MESSAGE WIRE Contract Code:

Message to be sent to EURP Bank We, the USD BANK _________________________, hereby confirm that our client , ______________, (USD-PV) is prepared to transfer the amount of USD$49,500,000.00,00 (Forty Nine Million Five Hundred Thousand United States of America Dollars) into your Client's Mr. __________ account. Please confirm to us that your client, ___________EURO-P______________________is prepared to receive our funds in the above mentioned amount and that upon authentication and verification of same, your client, ___________EUROP______________________is prepared to swift payment under your clients EUROP Contract Code: CTC. ___________________________ ,
UNQUOTE QUOTE: VIA SWIFT MESSAGE WIRE SWIFT MESSAGE MT-799 (PRE-ADVISE) Message to be sent to USD Bank

SWIFT MESSAGE (PRE-ADVISE)

We, EURO-P BANK ________________, ADREES___, hereby confirm that our client, _______________________________________, is ready to receive your clients funds in the amount of $49,500,000.00,00 (Forty Nine Million Five Hundred Thousand United States of America Dollars), and is prepared to swift payment to your client , MR. (The USD-PV) as agreed upon in our Clients EURO-P Contract Code: CTC._________________________________ , immediately after authentication and verification of the received swift from your client the (USD-PV).
UNQUOTE

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

VERY IMPORTANT:

SEND E-MAIL TO Mr. ___________________ ADVISING HIM WHEN THE PRE-ADVISE MESSAGE IS SENT.

4)

THE USD PRINCIPALS BANK TRANSFERS USD VIA SWIFT CONDITIONAL TO THE EURO PRINCIPALS CLOSING BANK COORDINATES THE FIRST TRANCHE OF USD$49.5 MILLION DOLLARS, AFTER RECEIPT OF THE EURO-P MT799. UPON VERIFICATION, THE EURO PRINCIPALS CLOSING BANK SHALL THEN SEND, ON THE SAME BANKING DAY AS ABOVE, VIA SWIFT UNCONDITIONAL, THE EURO TO THE USD PRINCIPALS RETURN BANK IN ACCORDANCE WITH THE BANKING INSTRUCTIONS WITHIN THIS AGREEMENT. FURTHER TRANCHES ARE TO BE CONTINUED AS PER THE ABOVE PROCEDURE UNTIL THE USD IS EXHAUSTED OR THE AMOUNT OF AGREEMENT IS COMPLETED.

5)

6)

BANKING COORDINATES OF EURO PRINCIPAL AND USD PRINCIPAL 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. 4. BANKING COORDINATES AND INSTRUCTIONS FOR USD-P AND EUR-P: 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. 5. CONSULTANCY FEES: The PAYOR OF THE CONSULTING FEES AND COMMISSIONS AS WELL AS THE EURO PRINCIPAL AND USD PRINCIPAL AS PRINCIPALS, irrevocably commit themselves to transfer, upon settlement of each tranche exchanged, including all rolls and extensions, the consultancy fees as follows: A. CONSULTANCY FEES TO EURO-PRINCIPALS SIDE: To be paid by the EURO Principal to the bank accounts designated by the PAYMASTERS in ANNEX D ATTACHED. B. CONSULTANCY FEES TO USD-PRINCIPALS SIDE: To be paid by the EURO Principal to the bank accounts designated by the PAYMASTER in ANNEX D ATTACHED. 6. CONSULTANCY FEES BANKING INSTRUCTIONS AND INFORMATION: THE EURO PRINCIPAL shall release and otherwise transfer funds in the form of EUROS for payment of The PAY ORDERS Fee Agreement- attached herewith to the EUR and USD MANDATES, FACILITATORS & BENEFICIARIES/INTERMEDIARIES, to the nominated bank accounts indicated in the Pay Orders, by SWIFT WIRE TRANSFER. All payments to facilitators wire transfers shall state the FOLLOWING instruction: FOR IMMEDIATE CREDIT- instant cash payment - same day value 7. OTHER TERMS AND CONDITIONS: 1. EXCHANGE RATE: The exchange rate is agreed as the official inter-bank exchange rate fixed in the morning as of the date of exchange. The day when the EUROS funds are deposited in the USD Account for the transaction is considered as Exchange date.

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

2. TERM OF AGREEMENT:

This contractual Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of The USA, UK, Switzerland or any European Union country having jurisdiction, as it applies. 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.

3. 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.

4. 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.

5. 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.

6. 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 1% of the total quantity of the transaction; and one percent of said one [1%] 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 one [1%] percent shall be paid to the facilitators only. The facilitators have the right to make a legal claim for such amount of one [1%] percent as it applies, of the total amount contracted, in any court of jurisdiction against the party failing to perform.

7. LAW AND ARBITRATION: This contract is a full recourse commercial commitment

enforceable under the laws of jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for arbitration, unless the aggrieved party takes legal action in a court of jurisdiction. The Swiss, British or any European Union Country Law shall be the applicable law, as the aggrieved Party may choose, and shall govern the interpretation, construction, enforceability, performance, execution, validity and any other such matters regarding this contractual agreement. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this Agreement will be solved amicably, but if this is not possible, the arbitration procedure is to be followed. 8. 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.

9. 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, PARIS /

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE : FRANCE, last edition of which shall apply to this transaction for a period of five (5) years, no matter whether direct or indirect.

10. 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.

11. 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 partys language and legal advise, 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 USD PRINCIPAL / 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: ________________________ NAME PASSPORT N DATE OF EXPIRY COUNTRY OF ISSUE TITLE : : : : :

DATE: XXX DAY OF FEBRUARY, 2011

BY THE EURO PRINCIPAL / 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: 04TH DAY OF FABRUARY, 2011

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE : NAME PASSPORT N DATE OF EXPIRY COUNTRY OF ISSUE TITLE : : : : :

INTENTIONALLY LEFT BLANK

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

ANNEX A
USD PRINCIPALS BANKING COORDINATES: BANK NAME BANK ADDRESS ACCOUNT NAME ACCOUNT N IBAN CODE SWIFT / BIC CODE BANK OFFICER TELEPHONE N. FACSIMILE N E-MAIL BANK : : : : : : : : : :

EURO PRINCIPALS BANKING COORDINATES: BANK NAME BANK ADDRESS ACCOUNT NAME ACCOUNT N IBAN CODE SWIFT / BIC CODE BANK OFFICER CONTRACT ID DIRECT TEL. OFFICER TELEPHONE N FACSIMILE N E-MAIL N B : : : : : : : : : : : :

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

ANNEX B
THE TRANCHE SCHEDULE (ALL AMOUNTS BELOW ARE IN USD): FIRST TRANCHE SHALL INITIATE XX DAY OF FABRUARY, 2010.
Exchange Period Week DAY 1. Day Week_01 2. Day 3. Day 4. Day 5. Day 6. Day Week_02 7. Day 8. Day 9. Day 10. Day 11. Day Week_03 12. Day 13. Day 14. Day 15. Day 16. Day Week_04 17. Day 18. Day 19. Day 20. Day 21. Day Week_05 22. Day 23. Day 24. Day 25. Day TR 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 TOTAL ===> TOTAL OPEN ====>> Tranching AMOUNT PER DAY Exchanged Amounts in Million USD COMPLETED TOTAL 50 BILLION

49,500,000 49,500,000 1 BI
AS AGREE

49,500,000 49,500,000 1 BI

THE FOLLOWING TRANCHES WILL BE IN THE AMOUNT OF $49,500,000 USD. ADDITIONAL TRANCHES WILL BE IN THE SAME AMOUNTS. 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
USD-Ps Initials: EUR-Ps Initials: Page 9 of 21 Pages

EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE : IRREVOCABLE FEE AGREEMENT / PAY ORDER TO FACILITATORS FOR THE TRANSACTION OF THE PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT TO BE SIGNED BY EURO PRINCIPAL, TO THE BENEFICIARIES OF THIS FEE AGREEMENT: USD PRINCIPAL SIDE: 2 % (PAID BY THE EURO PRINCIPAL) (CLOSED) EUR PRINCIPAL SIDE: 2 % (PAID BY THE EURO PRINCIPAL)

ON THE MATTERS OF THE TRANSACTION CODE INDICATED HEREIN FOR THE EXCHANGE OF US DOLLARS AGAINST EUROS IN THE TOTAL CONTRAT AMOUNT OF 5 BI USD WITH ROLLS AND EXTENSIONS AND A TOTAL BONUS OF 5% TO BE PAID IN FEES, I, _______________________________ , AS THE EURO PROVIDER 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 BENEFICIARIES, THE FEE AMOUNT OF 5.0% (FIVE PERCENT) IN EUROS PER EACH TRANCHE DELIVERED OF THE TOTAL CONTRACT AMOUNT TO BE PAID AND DIVIDED AS AGREED HEREIN AND, TO BE PAID TO EACH OF THE FACILITATORS/ MEDIATORS/ INTERMEDIARIES AND AGENTS OF THE EURO PRINCIPALS SIDE INVOLVED IN THIS TRANSACTION AND, THE DISBURSEMENT OF CONSULTING FEES AND COMMISSIONS ARE TO BE MADE IMMEDIATELY UPON CLOSING OF EACH AND EVERY TRANSACTION TRANCHE DELIVERED, WITHOUT RESTRICTIONS, IMPOSTS 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/COMMISSIONS 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 A FREELY NEGOTIABLE BANK DRAFT, OR CASH SWIFT WIRE TRANSFER IN UNITED STATES DOLLARS OR EUROS PER 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 HONORED AS PER CONTRACT. FEES PAID BY THE EURO PRINCIPAL TO THE US DOLLAR SIDE BENEFICIARIES PAYMASTER: A) USD SIDE COMMISSION OF THE CONTRACT TOTAL AMOUNT : 2.5% SELLER SIDE

A) USD SIDE
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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

A1)

PAYMASTER RECEIVING 2.5 % USD SELLER SIDE OF THE TOTAL CONTRACT VALUE (XXXXXX PERCENT) PAYMASTER NAME: USD MANDATE Beneficiary Passport N Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone No: Facsimile No: Bank Officer:

B EURO SIDE
2.5% Euro side fees is split as follow:

B1)

PAYMASTER RECEIVING 1,25% EUR BUYER SIDE OF THE TOTAL CONTRACT VALUE (XXXXXX PERCENT) PAYMASTER: USD MANDATE AND GROUP Beneficiary 1,25% Passport N: Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone No: Facsimile No: Bank Officer: Beneficiary

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

B1-2)

PAYMASTER RECEIVING 1,25% EUR BUYER SIDE OF THE TOTAL CONTRACT VALUE (XXXX PERCENT) PAYMASTER: 0,83% EURO MANDATE Paymaster XX% Passport N: Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone Facsimile No: Bank Officer: Beneficiaries:

B1-3)

PAYMASTER RECEIVING 0,21 % BUYER SIDE OF THE TOTAL CONTRACT VALUE (XXXXXXX PERCENT) PAYMASTER: EURO Facilitator Group Paymaster XXX % Passport N: Bank Name: Bank Address: Intermediary Bank: SWIFT or ABA Code: Beneficiary Bank: Beneficiary Bank Account: SWIFT Code: Account Name (beneficiary): BANESCO, S.A. Account No: Telephone Bank Officer: Bank Officer Telephone:

B1-4)

PAYMASTER RECEIVING 0,21 % BUYER SIDE OF THE TOTAL CONTRACT VALUE (XXXX FIVE) USD-Ps Initials: EUR-Ps Initials: Page 12 of 21 Pages

EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

PAYMASTER: EURO Facilitators Paymaster XXX % Passport N: Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone Facsimile No: Bank Officer: BENEFICIARIES:

INTENTIONALLY LEFT BLANK

INTENTIONALLY LEFT BLANK

BANK ENDORSEMENT / RECEIPT OF DEPOSIT:

WE HEREBY ACKNOWLEDGE AND CONFIRM THIS PAYMENT AGREEMENT/ PAY ORDER DOCUMENT IS LODGED IN OUR BANK AND THE FEES ARE TO BE PAID AS PER INSTRUCTIONS, UPON COMMENCEMENT OF THIS TRANSACTION.
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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

THIS PAY ORDER IS ENDORSED BY THE BANK OFFICER UPON COMMENCEMENT OF TRANCH.
BANK SEAL

SIGNATURE OF BANK OFFICER: ____________________ NAME OF BANK OFFICER: __________________________ NAME OF BANK: ___________________________________ TEL. / FAX: ________________________________________ DATE: _____/ _____/ 2010

BANK SEAL

SIGNATURE OF BANK OFFICER: ___________________ NAME OF BANK OFFICER: _________________________ NAME OF BANK: __________________________________ TEL. / FAX: ________________________________________ DATE: _____/ _____/ 2010

INTENTIONALLY LEFT BLANK

PAYOR (BUYER/EURO-PROVIDER)-BANKING COORDINATES

EURO PRINCIPALS BANKING COORDINATES: BANK NAME BANK ADDRESS ACCOUNT NAME ACCOUNT N IBAN CODE SWIFT / BIC CODE BANK OFFICER : : : : : : :

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE : CONTRACT ID DIRECT TEL. OFFICER TELEPHONE N FACSIMILE N E-MAIL N B : : : : :

WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT THE LISTED BENEFICIARIES IN THIS AGREEMENT DO NOT ASSUME ANY RESPONSIBILITY FOR THE ABOVE NAMED TRANSACTION AND THAT THEY CANNOT BE HELD LIABLE FOR ANY REASON WHATSOEVER, EXCEPT FOR THE NON-CIRCUMVENTION AND NONDISCLOSURE (N.C.N.D) VIOLATIONS. WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT ALL RULES AND REGULATIONS OF I.C.C. 400/500/600 OR ITS LATEST EDITION REGARDING CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-DISCLOSURE APPLIES TO ALL PARTIES OF THE AGREEMENT AND THE SAID RULES AND REGULATIONS SHALL REMAIN IN FULL FORCE FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF THIS AGREEMENT, WITH EXTENSIONS TO BE AGREED UPON. WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT I.C.C. RULES AND REGULATIONS SHALL GOVERN THIS AGREEMENT AND THAT ALL ENTITLEMENTS UNDER THIS PAY-ORDER SHALL INCLUDE THE ENTIRE TRANSACTION NAMES HEREIN AND ANY FURTHER EXTENSIONS, ROLLOVERS OR NEGOTIATED TRANSACTIONS LEADING TO NEW CONTRACTS UNDER NEW TRANSACTION CODES BETWEEN BUYER/BUYERS MANDATE AND SELLER/SELLERS MANDATE. WE, THE UNDERSIGNED HEREWITH IRREVOCABLY AGREE THAT THIS AGREEMENT AND PAYMENT ORDER IS UNCONDITIONAL, ASSIGNABLE AND DIVISIBLE TO BENEFICIARIES, HEIRS AND ASSIGNEES UPON WRITTEN NOTICES TO ALL PARTIES CONCERNED. WE, THE UNDERSIGNED IRREVOCABLY AGREE: AS THE PAYOR (BUYER/EURO-PROVIDER) HEREWITH

A) THAT OUR BANK SHALL PROVIDE THE BENEFICIARIES BY FAX OR EMAIL, ALL PAYMENT INTRUCTIONS AND DOCUMENTATIONS UPON CLOSING OF EACH AND EVERY TRANCHE OF THE REFERENCED TRANSACTION. B) THAT ALL BENEFICIARIES SHALL HAVE A LINE ON THE CURRENCIES THAT ARE SUBJECT OF THE REFERENCED TRANSACTION IN THE EVENT THAT ANY OR ALL DUE PAYMENTS HAVE NOT BEEN MADE. C) THAT UNDER NO CIRCUMSTANCES WHATSOEVER, THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND PAY-ORDER SHALL BE WITHDRAWN OR INSTRUCTIONS GIVEN TO THE PAYING BANK TO DISHONOUR ANY PAYMENT DEMAND BY ANY BENEFICIARY LISTED IN THIS AGREEMENT WHICH IS DUE TO THE BENEFICIARY UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. USD-Ps Initials: EUR-Ps Initials: Page 15 of 21 Pages

EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

D) THAT ALL BENEFICIARIES LISTED IN THIS AGREEMENT ARE THIRD PARTY BENEFICIARIES TO THE UNDERLYING PRIVATE CURRENCY EXCHANGE AGREEMENT BETWEEN THE PRINCIPAL CURRENCY PROVIDERS. E) THAT THE FEES AND COMMISSIONS STATED ARE COMPENSATION FOR SERVICES RENDERED AND ARE IRREVOCABLE, IRRETRIEVABLE AND UNCONDITIONALLY GUARANTEED TO BE PAID SIMULTANEOUSLY ON THE SAME DAY OF THE TRANCHE FOR EACH AND EVERY TRANCHE OF THE BANK INSTRUMENT REFERRED TO IN THIS CONTRACT. THE FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF ANY DEDUCTIONS EXCLUDING ROUTINE BANKING DELAYS. "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS KNOWN BY TRANSACTION CODE: "XXXXXXXXXXXXXXXXXXX" - FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY. F) THAT ANY ATTEMPTS TO CIRCUMVENT, BYPASS, ALTER OR CHANGE THIS AGREEMENT (OR THE SPIRIT OF THIS AGREEMENT) BY CHANGING OR CAUSING TO BE CHANGED OR HAVING KNOWLEDGE OF ANY CHANGES TO THE TRANSACTION NUMBERS IN THIS AGREEMENT TO WILFULLY AND KNOWINGLY AVOID PAYING THE FEES OWED TO THE PERSONS LISTED BELOW, ANY ONE (OR ALL) OF THE PERSON(S) LISTED IN THIS AGREEMENT HAS THE FULL RIGHTS TO CONTACT THE SELLER AND THE US-FED WITH A BREACH OF CONTRACT, CEASE & DESIST ORDER AND ANY FURTHER BUYS WILL BE HALTED. IF ANY OF THE EVENTS IN THE ABOVE PARAGRAPH OCCUR, WE, THE UNDERSIGNED HEREWITH UNDERSTAND AND AGREE THAT WE WILL BE EXCLUDED FROM CONDUCTING BUSINESS WITH THIS SELLER AT ANY TIME IN THE FUTURE. WE, THE UNDERSIGNED HEREWITH AGREE TO PAY RESTITUTION TO THE ALL BENEFICIARIES LISTED IN THIS AGREEMENT THE FULL AMOUNT THAT WOULD HAVE BEEN PAID IF AN AVOIDANCE OF PAYMENT, CIRCUMVENTION, ALTERATION, OR CHANGE OF THE TRANSACTION (OR CODE) NUMBER(S) HAD NOT OCCURRED. WE, THE UNDERSIGNED AS THE PAYOR (BUYER/EURO-PROVIDER) RESERVE THE RIGHT TO CHANGE BANKS AT ANY STAGE DURING ANY GIVEN TRANSACTION, BUT SUCH CHANGE WILL HAVE NO BEARING ON THE CONTENTS OF THIS AGREEMENT. SHOULD WE, THE UNDERSIGNED AS THE PAYOR (BUYER-EURO-PROVIDER) CHANGE BANKS, THIS AGREEMENT WILL BE LODGED WITH THE NEW BANK IMMEDIATELY AND BEFORE OR SIMULTANEOUSLY WITH THE FIRST TRANSACTION DONE WITH THE NEW BANK AND THE BENEFICIARIES LISTED HEREIN SHALL BE NOTIFIED. SHOULD WE, THE UNDERSIGNED AS THE PAYOR (BUYER/EURO-PROVIDER) NOT DO SO, WE, THE UNDERSIGNED AS THE PAYOR (BUYER/EURO-PROVIDER) FURTHER AUTHORIZES ANY BENEFICIARY LISTED HEREIN TO LODGE THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH THE OUR NEW BANK AND SUCH LODGING SHALL CARRY THE SAME FORCE AND EFFECT AS IF WE, THE UNDERSIGNED AS THE PAYOR (BUYER-EURO-PROVIDER) HAD DONE SO HIMSELF/HERSELF. USD-Ps Initials: Page 16 of 21 Pages EUR-Ps Initials:

EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

WE, THE UNDERSIGNED AS THE PAYOR (BUYER/EURO-PROVIDER) WAIVE ALL DEFENSES. ALL PARTIES AGREE NOT TO CIRCUMVENT, AVOID, BYPASS OR OBVIATE EACH OTHER DIRECTLY OR INDIRECTLY TO AVOID PAYMENT OF COMMISSIONS OR FEES IN ANY
TRANSACTION PENDING, OR IN THE FUTURE, FOR AS LONG AS A CONTRACT SHALL REMAIN IN FORCE BETWEEN TWO PRINCIPALS, OR, FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT SHOULD NO CONTRACT RESULT. AT NO TIME SHALL EITHER PARTY DISCLOSE OR OTHERWISE REVEAL TO ANY THIRD PARTY ANY CONFIDENTIAL INFORMATION, CODE OR REFERENCE AND OR ANY SUCH INFORMATION ADVISED TO THE

OTHER PARTY AS BEING CONFIDENTIAL OR PRIVILEGED WITHOUT THE FORMAL WRITTEN PERMISSION OF THE OTHER PARTY. WE, THE UNDERSIGNED AS THE PAYOR (BUYER/EURO-PROVIDER) AGREE THAT METHOD OF PAYMENT OF ALL FEES WILL BE SWIFT WIRE OR DIRECT WIRE TRANSFER OF FUNDS, ON THE SAME DATE OF TRANCHE COMPLETION, TO BE ACCOMPANIED BY A CERTIFICATE OF GOOD, CLEAN, CLEARED, NONCRIMINAL ORIGIN OF FUNDS IN EURO DOLLARS. "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS KNOWN BY TRANSACTION CODE: "XXXXXXXXXXXXXXXX" - FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.

BY THE EURO PRINCIPAL / 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: __________________________ NAME : PASSPORT N DATE OF EXPIRY COUNTRY OF ISSUE TITLE : : : :

BY THE USD PRINCIPAL / AUTHORIZED SIGNATORY:

USD-Ps Initials: EUR-Ps Initials:

Page 17 of 21 Pages

EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE : 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: ___________________________ NAME : PASSPORT N : DATE OF EXPIRY : COUNTRY OF ISSUE : TITLE :

INTENTIONALLY LEFT BLANK

ANNEX D
The USD Provider and the EURO P presents the legal tender United States Dollars (USD) and EUROS available in a bank and warrants under penalty of perjury laws of jurisdiction as it applies, that the US DOLLAR 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 for Euros (EURO) and USD The parties must follow the guidelines provided by the rules of the banks on the Anti-Terrorism Act and the U.S.A. Patriot Act I and II. The USD-PR and EURO-PR 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.

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

USD PROVIDER

EURO PROVIDER

SIGNATURE:_________________ NAME: PASSPORT N:

SIGNATURE:__ NAME: PASSPORT N: EURO Mandate

_________________

SIGNATURE:___________________ NAME: Passport No:

INTENTIONALLY LEFT BLANK

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

EURO PROVIDER PASSPORT COLOR COPY

EURO MANDATE PASSPORT COLOR COPY

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EURO PS CODE: XXXXXXXXXXXXXXX USD PS CODE: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXXXXXXXXX CONTRACT CODE: SECURITY CODE :

USD PROVIDER PASSPORT COLOR COPY

<<<<<<<< END OF DOCUMENT >>>>>>>>>

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