tention: Yousuf Faza

To: b.nodelay@hotmail.co.uk
Date: Fri, 10 Dec 2010 10:05:49 +0000
Subject: RE: REMITTANCE PROCEDURE
From: edward@nathanassociates.com

tention: Yousuf Faza ,

Sir,

Below is the binding indemnity investment agreement for you and your partner. Please go through it carefully and then make your own amendments if needs be that will soothe both of you; then re-send it back to me, so that it will be prepared in a formal way, For stamps and notarization in the high Court.

I will commence with procuring an authority to remit from our department of finance which will guarantee the remittance and also brief you upon your reply on your non-resident account opening which have to run concurrently with company registration.

Do provide a copy of your identity document ie passport or drivers license for certification.

Thanks for your cooperative understanding.

At your service.

Yours Sincerely,

Edward Nathan (ESQ)
(ATTORNEY AT LAW)

CONTRACT AGREEMENT AND DEED OF TRUST.

This Contract Agreement and Deed of Trust is made this day 10th   DECEMBER 2010 between Mr. JOSEPH DAMANE, Citizen of SOUTH AFRICA and Mr. BROOKE NODELAY , Citizen of UNITED KINGDOM.

Mr. JOSEPH DAMANE is herein called “GRANTOR” and Mr. BROOKE NODELAY is called “TRUSTEE”.
WHEREAS:

(a) The Grantor is the beneficiary and entitled to transfer to the Trustee US$26,700,000.00 (Twenty Six  Million Seven Hundred Thousand United States dollars only).
(b) The Grantor is entitled to have the aforesaid fund of his own, but for reasons and circumstances beyond his immediate control does not wish to exercise at present such entitlements and wishes the fund be registered in the name of the Trustee, who will receive an agreed remuneration, to be held herein provided and the Trustee has agreed to do so.

NOW THIS INSTRUMENT WITNESSES AS FOLLOWS:

1. The Grantor hereby declares and directs that the Trustee shall hold the said fund upon trust as follows:
(a) The Grantor advises the Trustee to transfer US$26 700 000.00 of his own to the name of the Trustee from JHB/RSA to an appointed account(s) of the Trustee in Jordan or elsewhere.
(b) The Trustee must invest 60% of the aforesaid funds accordingly. The Trustee will advise the Grantor which kind of investment he prefers at a later date.
(c)The Trustee has been apportioned by the Grantor to 40% of the funds to be paid into the Trustees personal accounts and that will be The Trustees property.
(d)The aforesaid investment will take place in the name of the Trustee and on behalf of and account of the Grantor.
(e)The earnings, interests, dividends or equal income have to be paid to the Grantor by the Trustee. Cost of productions/expenses and taxes have to be deducted. The net profit will be shared by 60% in favor of the Grantor and 40% to the Trustee. Trustee will not charge any additional fees.
(f)Net profit should be declared every 12 months.
(g)The Grantor is to attend, exercise all available rights and vote at any General meeting of companies, which are representing part of the aforesaid investment, in accordance with the direction of the Trustee.

(h) 05% of the total sum will be mapped out to offset any expenses incurred on the process of executing this transaction.

Continued on page 2.

Continued from page 1.

(h) The Trustee to supply the Grantor promptly with notices or other information and documents notified by companies to the Trustee including its accounts.

2. This Contract Agreement and Deed of Trust enter into power when the first transaction starts. Both parties will fix the time schedule accordingly.
(a)This instrument is to be endorsed before the first transaction starts.
(b)This Contract Agreement is unlimited in time, but the minimum period of time is 24 months, beginning from when this instrument enters power.
(c)This instrument is unchangeable for now. The aforesaid paragraph can be changed when both parties conclude to do so in written form.
(d) In case of differences, the parties agreed to find a final solution by an appointed referee who is a judge or has the right by law to act as Judge. This action has to be done according to Swiss law and in Switzerland.
(e)This Trust shall come to an end for any other reason whatsoever and conform to the terms contained herein.
(f)There are no other separate instruments entered by both parties, which have not been written.
(g) The proper law of this instrument is assumed to be in accordance with the law of Switzerland.

3. Notice of termination of this contract.
(a) This instrument runs until further notice after the first 24 months if not any parties want to cancel the contract.
(b) Termination of this contract can be done with 2(two) months notice after the first 24 months by any party (ies) and shall be done in a written form. Fax copies and e-mail are accepted as written form.

IN WITNESS WHEREOF, the parties hereto have executed these points this ____day of ______  2010.

SEALED AND SIGNED: EDWARD NATHAN (ATTORNEY AT LAW)