Deed of Agreement (DOA)
Leasing — Bank Guarantee / Standby Letter of Credit

The Provider, herein named as "PROVIDER", hereby confirms, with full legal responsibility, under penalty of perjury of law, that it is ready, willing and able to deliver the following bank instrument under the terms and conditions described below, based on good, clean, clear, unencumbered funds of non-criminal origin.

The Beneficiary / Lessee, herein named as "BENEFICIARY", hereby confirms, with full legal responsibility, under penalty of perjury of law, that it is ready, willing and able to fund against the following bank instrument under the terms and conditions described below, with good, clean, clear, unencumbered funds of non-criminal origin.

Both Parties are collectively referred to as the "PARTIES".

WHEREAS, Beneficiary / Lessee desires to receive a collateral facility from the Provider, in the form of SBLC, for the purpose of securing working capital and proper management of its daily business, and further confirms with full corporate and legal responsibility that sufficient funds are available to cover the costs of the said credit facility.

WHEREAS, Provider accepts Beneficiary's application for the collateral facility in the form of SBLC by issuing and transferring to the Beneficiary all its rights on the SBLC title and any other interest, and further represents and warrants that it has the ability and resources to cause the issuance and arrange, through associates, contracts and sources, with full corporate responsibility, such financial instrument(s) as required and as per terms mutually agreed herein. The Provider further declares, under full penalty of perjury, that each SBLC will be backed by good, clean, clear funds of non-criminal origin, free and clear of all liens, encumbrances and any third-party interests.

NOW THEREFORE, the Beneficiary / Lessee has agreed to receive the instrument(s), and the Provider has agreed to issue/deliver the said instruments, based on the following terms and conditions.

Sanctions (Non-Performance)

After this contract is signed by both Provider and Beneficiary / Lessee, and copies exchanged electronically or otherwise by a delivery service, failure to follow the closing procedure in time and form herein is considered breach of this contract and puts the failing party in default, to pay a one-time penalty (non-performance) fee of 2% of the contract value to the principal suffering party.

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 calls by any party or its representatives, agents, brokers or lawyers to probe or communicate in an improper way(s) indicative of direct or indirect solicitation to bank(s) in this transaction shall be prohibited and result in termination of this contract. This is a private transaction between two entities and is not to be construed as an offer of funds or a sale/lease of securities as defined in the US Securities Act of 1933/34.

Receiver / Lessee Obligation

The Beneficiary / Lessee, with full corporate and legal responsibilities and under penalty of perjury, confirms that it is fully aware of its financial ability and facilities with its bank when signing this DOA and/or other agreements and documents with the Provider. The Beneficiary / Lessee further confirms that the Provider is authorized to verify the funds of each tranche of the Contract with its bank, if necessary. In the event of unsatisfactory verification, the transaction will be suspended immediately and the Receiver is in breach of the Contract and liable for legal consequences.

Provider Obligation

The Beneficiary / Lessee, with full corporate and legal responsibilities and under penalty of perjury, confirms that the Provider is fully aware of the commitment of the instruments when countersigning this DOA. The Provider further confirms to deliver the instruments and to negotiate and make proper arrangements to continuously supply the instruments until the whole contracted volume is exhausted. Without expressed written permission, neither party shall contact the bank of the other party. Both parties may change banking coordinates with written notice to the other party.

Non-Solicitation

The Beneficiary / Lessee hereby confirms and declares that the Provider, its associates or representatives or any person or persons on its behalf, has/have never ever solicited the Standby Letter of Credit, its shareholders, associates or representatives in any way whatsoever that could be construed as a solicitation for this transaction or for future transactions.

Force Majeure

Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that, such delays or failures in performance are caused by events or circumstances beyond the control of such party (including lawful order of government or authority, act of war, rebellion or sabotage, fire, flood, earthquake or other natural disasters, or any other cause not within the control of such party which by the exercise of reasonable diligence the party would be unable to foresee, prevent or remedy).

Arbitration

All disputes and questions whatsoever which arise between the parties to this agreement, and touching on this agreement, on the construction or application thereof or any account, cost or liability to be made hereunder, or as to any act or way relating to this agreement, shall be settled by arbitration in accordance with the arbitration laws of the ICC.

Entire Agreement & Governing Law

This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend nor modify this agreement except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of the United Kingdom. All electronic signatures (fax/e-mail), including those in counter-part, shall be accepted as original signatures. The Parties agree that this Agreement is entered into voluntarily, by mutual consent and not under stress. The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and costs.

Beneficiary Special Instructions

The Beneficiary of the SBLC will be issued with standard format ICC ISP 600/758.

Improper Release of Banking Information

Improper release of the above banking information, for any reason, without the written prior authorization of the other party, shall be considered a breach of contract and will make the defaulting party actionable for damages sustained hereby. Each party is not allowed to contact the other party's bank without expressed written permission. Any party attempting to do so will lead to cancellation of this transaction/agreement.

Assignment

Neither Party may assign or delegate its interest or duties without prior written consent of the other Party.

Severability

In the event that one of the articles or the addendum of this Agreement is considered void and unenforceable, the remainder of the Agreement shall remain enforceable. The Parties shall in good faith negotiate any possible correction to the above in order to prevent the dissolution of the entire Agreement.

Agreement Execution

Each party to this Agreement represents that it has full legal authority to execute this Agreement, and each party agrees to be bound by the terms and conditions set forth herein. Each party agrees that this Agreement may be executed simultaneously by and between the Parties via e-mail or facsimile transmission, which shall be deemed original. All statements made by either party are under penalty of perjury.

We, the Beneficiary / Lessee (herein after "PAYER"), represented by the President & Authorized Signatory, do hereby irrevocably guarantee, with full personal and corporate responsibility and authority and under penalty of applicable perjury laws, to act as Payer to pay this Irrevocable Master Fee Protection Agreement with an Irrevocable Corporate Payment Order — an integral part of the above coded agreement — in the total amount of Two Percent (2%) of the total face value of the bank instrument. This total two percent (2%) commission, one percent (1%) for the Party A side and one percent (1%) for the Party B side, shall be paid into the bank accounts below and shall include all rolls and extensions.

In accordance with the due diligence convention and the anti-money-laundering circular, the following information may be supplied to banks and/or other financial institutions for the purpose of verification of the identity and activities of the investing member, and the nature and origin of the funds to be utilized. All parties have an obligation to respect professional secrecy and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the other's activities.