Draft Pfcea New Procedure

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

JOSE ALBERTO PEREZ MOLINA PASSPORT SPANISH BD-979929 USD PROVIDER / EURO PROVIDER INTRUDER ( BANK – F.E.D. – U.S. TREASURE – FMI ) CONFIDENCIAL CONTRACT AND ATTACHED´S THE PASSWORD OF THIS ALONE CONTRACT WILL BE DELIVERED TO THE MANDATE, AFTER THE SIGNATURE OF THE NCNDA.

USD-P’s Initials:

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT EURO/DOLLAR OR DOLLAR/EURO This private foreign exchange transaction agreement and the attached Annexes are entered on this 0 day of 2009 by and between:

The First Party: The EURO OR USD ¿? PROVIDER

Company Address Represented by Title Passport nº Country of issue Telephone Fax Cell/Mobil E-Mail: where Legal EURO OR USD ¿? Provider EURO PROVIDER / DOLLAR PROVIDER / INTRUDER ( BANK / FED / US TREASURE / FMI )

Company

PERSONAL - JAPM

Address

SPAIN-FRANCE

Represented by

JOSE ALBERTO PEREZ MOLINA

Title

CEO PRESIDENT

Passport nº

BD-979929

Country of issue

SPAIN

Telephone Fax Cell/Mobil E-Mail: Skype:

USD-P’s Initials:

[email protected] bancofinancieroprivado

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

(Hereinafter referred to as USD Principal or USD-P) AND

The SECOND Party: The EURO OR USD PROVIDER

Company Address Represented by Title Passport nº Country of issue Telephone Fax Cell/Mobil E-Mail: where Legal EURO OR USD Provider Mandate is:

Company Address Represented by Title Passport nº Country of issue Telephone Fax Cell/Mobil E-Mail: (Hereinafter referred to as Euro Principal or EUR-P) 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:

USD-P’s Initials:

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

This currency exchange transaction is a B2B, S2S, L2L in JAPM BANK or BLUESCREEN transaction, to be executed via SWIFT transmittal transfer upon banks agreement, according to the following terms, conditions and agreed Bank to Bank procedure.

EURO PRINCIPAL’S CURRENCY: EURO USD PRINCIPAL’S CURRENCY: US DOLLARS

1.1 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 : USD 49.5 MILLION USD : PER TRANCHE AS AGREED

CONTRACT QUANTITY FIRST TRANCHE SUBSEQUENT TRANCHES

1.2 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 : EQUIVALENT AMOUNT OF 50 BILLION USD WITH R & E : EQUIVALENT AMOUNT OF USD 49,5 MILLION USD : PER TRANCHE AS AGREED

CONTRACT QUANTITY FIRST TRANCHE SUBSEQUENT TRANCHES

2. TRANSACTION CONDITIONS: TRANSACTION MODE

USD-P’s Initials:

: transaction is a B2B, S2S, L2L in JAPM BANK or BLUESCREEN transaction

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

RATE OF EXCHANGE BONUS CONSULTANCY FEES USD PRINCIPAL SIDE EURO PRINCIPAL SIDE FEE TRANSACTION MODE

: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 :2.50% TO USD-P’S SIDE, TO BE PAID BY EURO PRINCIPAL :2.50% TO EURO-P’S SIDE, TO BE PAID BY EURO PRINCIPAL : FROM EURO-P’S BANK UNCONDITIONALLY TO PAYMASTERS.

L2L IN JAPM BANK DESIGNED B2B, S2S, BLUESCREEN USD MOVES FIRST Per each $100 USD the Euro Principal shall pay the equivalent value in EUROS of $85 USD on the day of each tranche. The whole transaction will be agreed in final by the FEDERAL RESERVE SYSTEM AUTHORITIES and/or the other concerned AUTHORITIES. This private foreign exchange transaction agreement are valid 15 (fifteen) banking days from the date of signature of the present PFCE Agreement by the USD PROVIDER and by the EURO PROVIDER. If after such delay the contract is not returned to the USD PROVIDER duly completed, signed, sealed, and accompanied with all documents requested, a CEASE AND DESIST notification will be sent to the failing EURO PROVIDER intermediaries or Mandate or it will take place automatically. THIS AGREEMENT SUPERSEDES ALL PREVIOUS CONTRACTS WRITTEN OR ORAL WITH THE SAME PROVIDERS NAME AND BEARING THE ABOVE REFERENCED TRANSACTION CODES.

WHEREAS, as required by law, the USD Provider is not owner of USD Funds to operate in Currency Exchange operations. He obtains the USD Funds from USA Central Bank, on Federal Reserve order, when the present proposed contract, with all required attached documents, is accepted and approved primarily by Federal Reserve Bank Authorities and after by all involved Authorities. WHEREAS, both parties herein have irrevocably agreed to comply fully with rulings of the due diligence convention of the Federal Banking Commission dated 1991 regarding money laundering and Article 305 of the Swiss Criminal Code which came to operation in June 2001 related to Financial Transactions in conformity th with FTF (Financial Task Force) requirements and in accordance with H.R.3723 dated 11 of October 1996, signed by, the then US President Mr. BILL CLINTON in protecting $USD value from any and all transaction

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

which may directly or indirectly suppress, diminish or reduce its value in any form also to follow the full protocol of "BASEL-I" AND "BASEL II", VERBATIM. The same currency value protection is requested for any currency when the concerned States/Nations are Members of the Humanitarian Organization. AND

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 Sates Dollars ($ USD) for European Union Euros (€ EUR) under the following terms and conditions and as per standard regulatory guidelines and to enter into the PARTICIPATION to Humanitarian Activities / Programs of the Humanitarian Organization which is a Humanitarian Organization of the type of United Nations, and which is acting strictly, exclusively and uniquely on Humanitarian Activities / Programs of all and any kind :

A. The EURO PROVIDER presents the legal tender European Union Euros (€ EUR) available in a bank account, and warrants under penalty of perjury laws of jurisdiction as it applies and confirms that the € EUROS are deposited in a bank account and are totally derived from legal sources and not from any illegal drug traffic or money laundering, terrorist groups, active or by association, and are not from any other criminal activity. Further, the EURO PROVIDER warrants and confirms that the funds are deposited in a bank account and are good, clean, cleared, of non-criminal origin, free from any costs, charges, encumbrances, liens, litigation, mortgages, taxes, of any kind or nature whatsoever and are freely transferable to be exchanged for United States Dollars ($ USD). B. The USD PROVIDER will present the legal tender United States Dollars ($ USD) and warrants under penalty of perjury laws of jurisdiction as it applies and confirms that the $ USD are not deposited in a bank account as required by law within this specific contract Then, it confirms that the $ USD will be totally derived from legal sources and not from any illegal drug traffic or money laundering, terrorist groups, active or by association, and will not be from any other criminal activity. Further, the USD PROVIDER warrants and confirms that the funds will be good, clean, cleared, of non-criminal origin, free from any costs, charges, encumbrances, liens, litigation, mortgages, taxes of any kind or nature whatsoever and will be freely transferable to be exchanged for European Union Euros (€ EUR). C. The Parties confirm that their respective bank officers are fully aware of the referenced transaction, and are ready to adhere to and proceed with the terms and conditions of this Agreement. The parties shall have this signed Private Placement Transaction including all annexes and attachments related to the Private Foreign Currency Exchange Agreement (PFCEA) deposited with their respective banks handling the transaction for the $USD and €EURO exchange. D. This currency exchange transaction is a SWIFT MT103 or SWIFT MT107 or L2L in JAPM BANK or BLUESCREEN transaction, to be executed via SWIFT transmittal upon banks agreement, according to the following terms, conditions and as agreed on a Bank to Bank basis.



USD PROVIDER’S CURRENCY: US DOLLARS ($USD) EURO PROVIDER’S CURRENCY: EUROS (€EUR)

E. Parties warrant with full legal and corporate responsibility that they agree to sign this Contractual Agreement hereinafter to be referred to as a Contract. Funds will be used :

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :


Not for achievement of political purposes;
Not in financial speculations;
Not in transactions which are damaging economy of the USA, or of the European Community and or of any other States/Nations ; that includes and concerns also all transactions which give an illegal Economic Advantage to a Party,
Not in transactions to buy Weapons or to finance Wars including economic Wars,
Not in any illegal and criminal transaction and activities. F. A CONTRACT REFERENCED NCND CODE NUMBER IS GIVEN BY USDP. AS SOON AS THE NON CIRCUMVENTION/NON DISCLOSURE (NCND) AGREEMENT HAS BEEN SIGNED BY ALL PARTIES NAMED IN THE PRESENT AGREEMENT. A SECURITY ID NUMBER AND/OR A BANK TRANSACTION CODE NUMBER WILL BE GIVEN BY THE TRADER APPOINTED BY USDP AS SOON AS THE DUE DILIGENCE AND/OR COMPLIANCE HAS BEEN COMPLETED SATISFACTORILY ON THE (€) EUROS ORIGIN AND AS SOON AS THE TRANSACTION IS ACCEPTED BY THE INTRUDER-PROVIDER APPOINTED BY USDP. G. The FEDERAL RESERVE SYSTEM AUTHORITIES AND/OR THE EUROPEAN UNION AUTHORITIES AND/OR OTHER CONCERNED AUTHORITIES, HAVE ALL RIGHTS TO MODIFY OR ADAPT IN FINAL THE CONTRACT TERMS AND PROCEDURE HEREAFTER, EVEN IF IT IS SUBJECT TO THE EURO PROVIDER’S ACCEPTANCE AND/OR THE USD PROVIDER’S ACCEPTANCE OF SUCH MODIFICATION OR ADAPTATION. H. A CONTRACT SIGNED WITH MISSING DOCUMENTS AS PER THE ARTICLE LIST, IS DISAVOWED. I.

THE USD PROVIDER WILL ONLY SIGN A CONTRACT ACCOMPAGNED WITH THE FULL PACKAGE OF DOCUMENTS AS PER ARTICLE LIST; CERTIFIED COPY OF THE ORIGINAL DOCUMENTS CAN BE ACCEPTED. HOWEVER, IF ORIGINAL DOCUMENTS SENT BANK TO BANK ARE DIFFERENT FROM THE CERTIFED COPY OF THE DOCUMENTS SENT TO THE CONCERNED FINANCIAL AUTHORITIES, THE TRANSACTION WILL BE STOPPED AND THE EURO PROVIDER WILL PAY PENALTIES AS PER ARTICLE LIST.

J. NO BONUS/FEES/COMMISSIONS WILL BE PAID TO PERSONS WHO DID NOT FILL UP, SIGN THE NON CIRCUMVENTION/NON DISCLOSURE (NCND) AGREEMENT ATTACHED AND WHO DID NOT SEND THE COPY OF A VALID PASSPORT WITH THEIR SIGNATURE.

In accordance with Articles 2 and 5 of the Due Diligence and Federal Banking Commission Circular of December 1999 concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and financial institutions for verification of identity and activities of the investing member, and the nature and origin of the funds which are to be utilized. All parties are obliged to respect professional secrecy and take all necessary precautions to protect confidentiality of the information each holds in respect to the other’s activities. The legal obligations shall remain in full force at all times. ***NOTE : THIS PROOF OF FUNDS HAS TO BE ISSUED OR CONFIRMED BY A WORLD MONEY CENTER BANK. I hereby represent that I am not an informant, nor am I associated with any government agency of the United States of America, or any other country, such as the Secret Service, Internal Revenue Service, Federal Bureau of Investigation, Central Intelligence Agency, Securities and Exchange

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

Commission, Banking Commission, or any agency whose purpose is to gather information regarding such offerings I understand that the contemplated transaction is strictly one of private currency exchange and is in no way relying on, or related to, the United States Securities Act of 1933, as amended or related regulations and does not involve the sale of securities. Further, I hereby declare I am not a licensed broker or government employee and understand that neither are you or your organization. I further understand that this private currency transaction is exempt from the Securities Act and not intended for the general public and all materials are for private use only. This signed Letter of Request and Non-Solicitation is a binding document executed under the Penalty of Perjury of Law. The origins of funds are in compliance with anti-money laundering policies as set forth by the financial action task force of June 2001 and the US Patriot Act, The origin of foreign assets control [Nationals and Blocked Person Embargoed] and other applicable laws and are not from terrorist sources. All business activities are legal. I hereby declare and affirm, under penalty of perjury laws, that the information provided herein is both true and accurate. I confirm that I am in control of said funds/assets described herein and that I am the signatory on the aforementioned bank account with complete control of the bank accounts mentioned herein. I have full authority to execute all contracts relating to the private placement transaction envisage. The origin of the funds/assets are derived from non-criminal origin, are good, clean and cleared and are in full compliance with Anti-Money-Laundering laws and Policies of The USA and the European Union and with all international and local banking regulations as set forth by the Financial Action task Force (FATF) 6/01. In witness I hereby set my hand and sign with my name as my free act. the EURO PROVIDER Bank has to accept legally the official currency exchange request, done officially and directly by the EURO PROVIDER to the EURO PROVIDER Bank, all as per Standard Regulatory Guidelines for currency exchange. For that acceptation, the Funds proposed by the EURO PROVIDER have to be deposited in a bank account, free of all liens and encumbrances of any kind and of any nature whatsoever the concerned financial Authorities have to accept the EURO PROVIDER. In the present case, the financial Authorities are USA, European Union. The facsimile transmission of this document shall be considered a binding and enforceable instrument, treated as original copy. Original may be obtained upon request.

3. TRANSACTION PROCEDURES: 1)

2)

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). THIS AGREEMENT ALONG WITH THE FPA IS TO BE LODGED WITH EACH PARTY’S BANK.

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

3)

AT A SPECIFIED TIME: 09. Euro time, THE EURO-P BANK OFFICER CONTACT THE DOLLAR P BANKER VIA SWIFT MT799 (FREE FORMAT MESSAGE) WIRE ACCORDINGLY:

QUOTE: VIA SWIFT MESSAGE WIRE Security Code: _____________ SWIFT MESSAGE MT-799 OR EQUIVALENT (PRE-ADVISE) Message to be sent to USD´P BANK USD PROVIDER’S BANK ISSUES THE MESSAGE VIA SWIFT TO EURO PROVIDER’S BANK THAT EXECUTED PFCEA AGREEMENT UNDER TRANSACTION CODE:………….IS LODGED WITH THEM AND THEY ARE READY TO ABIDE BY IT. KINDLY CONFIRM BY RETURN SWIFT MESSAGE YOUR CLIENT HAVE THE FUNDS FOR THE FIRST TRANCHE FUNDS AND IS CAPABLE TO RECEIVE FIRST TRANCHE AMOUNT US$49.5 MILLION VIA SWIFT CONDITIONAL AND TRANSFER THE EQUIVALENT AMOUNT OF EURO VIA SWIFT UNCONDITIONAL USD PROVIDER’S BANK ASK POF INTERBANK.

UNQUOTE QUOTE: VIA SWIFT MESSAGE WIRE SWIFT MESSAGE MT-799 (RE-ADVISE) Message to be sent to client's Bank _______________________________ by USD´P BANK

it refuels respective of the euro bank for the usd bank

EURO PROVIDER BANK DELIVERS THE POF INTERBANK UNQUOTE

4)

THE USD PRINCIPAL’S BANK TRANSFERS USD VIA CONDITIONAL SWIFT TO THE EURO PRINCIPAL’S CLOSING BANK COORDINATES THE FIRST TRANCHE OF 49,5 MILLION USD, AFTER RECEIPT OF THE EURO-P MT799 OR EQUIVALENT on 2009. 5)

UPON VERIFICATION, THE EURO PRINCIPAL’S CLOSING BANK SHALL THEN SEND, ON THE SAME BANKING DAY AS ABOVE, VIA SWIFT UNCONDITIONALLY THE EURO TO THE USD PRINCIPAL’S RETURN BANK IN ACCORDANCE WITH THE BANKING INSTRUCTIONS WITHIN THIS AGREEMENT.

USD-P’s Initials:

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

6)

FURTHER TRANCHES ARE TO BE CONTINUED AS PER THE ABOVE PROCEDURE UNTIL THE USD IS EXHAUSTED OR THE AMOUNT OF AGREEMENT IS COMPLETED.

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.

B.

CONSULTANCY FEES TO EURO-PRINCIPAL’S SIDE: To be paid by the EURO Principal to the bank accounts designated by the PAYMASTERS in ANNEX D” ATTACHED. CONSULTANCY FEES TO USD-PRINCIPAL’S 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 USD for payment of The PAY ORDERS – Fee Agreement- attached herewith to the EUR and USD FACILITATORS & BENEFICIARIES, 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.

2. TERM OF AGREEMENT: This contractual Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of USA, UK, Switzerland or any European Union country as it applies. And said law shall govern the interpretation, enforceability, performance, execution, validity and any other such matters regarding this Contract.

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

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. 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. 4. 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. 5. 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. 6. 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. 7. 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. 8. 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 / FRANCE, last edition of which shall apply to this transaction for a period of five (5) years, no matter whether direct or indirect. 9. 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

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

are mutually accepted by the Parties, shall be deemed legally binding and enforceable documents for the duration of the transaction. 10. 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 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. Each person who signs this contract as EURO PROVIDER or as USD PROVIDER or as their MANDATE accepts full responsibility for performing under this contract, and realizes that they are each subject to criminal liability for FRAUD, including up to FIVE YEARS in prison. If this case is proven, the Penalty clause does apply always and at any time during the life of the present contract. Penalty clause does not apply if the USD has not been confirmed at first as confirmation of USD depends on the State/Nation AUTHORITIES concerned. The same situation will be reversible applicable for the

EURO PROVIDER. Penalty clause does apply to the EURO PROVIDER if he did not send all the documents (as per the list of ARTICLE 3 above) including the PROOF OF FUNDS, within 48 Hours after having sent the contract signed to the USD PROVIDER. Penalty clause does apply to the EURO PROVIDER and to the receiving Institutions if the certified copies of documents sent to the concerned financial authorities, do not match the original documents sent bank to bank by the receiving Institutions. Penalty clause does apply to the receiving Institutions if the COPYRIGHTS have not been paid to USDP, within 48 hours after they received the PROOF OF FUNDS. The Blank Seal does not apply then. Penalty clause does not apply if the concerned Authorities stop the contract for any reason whatsoever. The same prescription will be reciprocally applicable to the EURO PROVIDER and USD PROVIDER. The USD PROVIDER and the EURO PROVIDER cannot be held responsible if the bank officers do not respect the terms and conditions of the contract whatever the causes of such failure. In this case, the Penalty clause does not apply.

CONFIDENTIAL INFORMATION FROM ONE PROVIDER TO THE OTHER: In connection with this Private Foreign Currency Exchange Agreement hereunder, the one (first) party will provide the other (second) with the sensitive information concerning the designated bank(s) originating in writing by the first party and it is designated as confidential which the second party hereby agrees to treat as “Confidential” and “private and secret” the “Confidential Information” and that THEY WILL NOT DISCLOSE IT TO ANYONE.

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EUR-P’s Initials:

CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

The second party understands and agrees that any Confidential Information disclosed to them by the first party pursuant to this Agreement is secret, proprietary and of great value to the first party which value may be impaired if, the secrecy of such information is not maintained and respected. The second party further agrees that, they will take reasonable security measures to preserve and protect the secrecy of such “Confidential Information” and will hold such information in trust and not to disclose such information, either directly or indirectly to any person or entity during the term of this Agreement or any time following the expiration or termination hereof; provided, however, that the second party may disclose the Confidential Information to an assistant, agent or employee who has agreed in writing to keep such Information confidential and to whom disclosure is necessary for the providing of services under this Agreement, AND A SIGNED COPY OF SAID WRITTEN AGREEMENT (NC & ND Agreement) IS TO BE PROVIDED TO THE SECOND PARTY FOR THEIR RECORD.

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.

DATE: 0TH DAY OF 2009

SIGNATURE:

NAME

:

ADDRESS

:

COUNTRY PASSPORT NO E-MAIL

: : :

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: DATE: 0TH DAY OF 2009

SIGNATURE:

NAME

:

ADDRESS

:

COUNTRY PASSPORT NO E-MAIL

: : :

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

ANNEX “A” USD PRINCIPAL’S 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 PRINCIPAL’S BANKING COORDINATES: BANK NAME

:

BANK ADDRESS

:

ACCOUNT NAME

:

ACCOUNT N°

:

IBAN CODE

:

SWIFT / BIC CODE

:

BANK OFFICER

:

CONTRACT ID

:

CUSTOMER ID

:

E-MAIL BANK

:

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

ANNEX “B” THE TRANCHE SCHEDULE (ALL AMOUNTS BELOW ARE IN USD): Exchange Period Week

Week _01

Tranching

Exchanged Amounts in Million USD

DAY

TR

AMOUNT

PER DAY

COMPLETED TOTAL

1. Day

1

49,50

49,50

49,50

2. Day

1

3. Day

1

4. Day 5. Day

1 1

Week _02

Week _03

Week _04

Week _05

TOTAL ===>

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TOTAL OPEN ====>>

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

THE FOLLOWING TRANCHES WILL BE AGRRED BY THE BANKS. 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” 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: 2.50 % (PAID BY THE EURO PRINCIPAL) (CLOSED) EUR PRINCIPAL SIDE: 2.50 % (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 50B USD WITH ROLLS AND EXTENSIONS AND A TOTAL BONUS OF 5% TO BE PAID IN FEES, I, _______________________ AS THE EURO PRINCIPAL 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 5.00% (FIVE PERCENT) IN US DOLLARS OR 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 PRINCIPAL’S 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

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

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 : 2.50% SELLER SIDE COMMISSION OF THE CONTRACT TOTAL AMOUNT B) EURO SIDE : 2.50% BUYER SIDE COMMISSION OF THE CONTRACT TOTAL AMOUNT

A1) EURO SIDE A1-1 PAYMASTER RECEIVING 2,50 % BUYER SIDE OF THE TOTAL CONTRACT VALUE Beneficiary 0,83% Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone No: Facsimile No: Bank Officer:

MANDATE

A1-2 Beneficiary 0,42% FACILITATORS Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone No: Facsimile No: Bank Officer:

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A1-3 Beneficiary 1,25% Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone No: Facsimile No: Bank Officer:

JAPM GROUP

B1) USD SIDE PAYMASTER NAME: Paymaster: PAYMASTER RECEIVING 2,50 % BUYER SIDE OF THE TOTAL CONTRACT VALUE CLOSED Beneficiary

HUMANITARIAN AIDS SOCIAL WORKS : FED , US TREASURE , DESIGNED OR AMERICAN GOVERNEMENT U.S.A.

Bank Name: Bank Address: SWIFT Code: Account Name: Account No: IBAN Code: Telephone No: Facsimile No: Bank Officer:

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:

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

DATE: 0TH DAY OF 2009

SIGNATURE:

NAME ADDRESS COUNTRY PASSPORT NO

: : : :

E-MAIL

:

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

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.

USD P NAME

EURO P NAME: PASSPORT NO:

PASSPORT NO: SIGN

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SIGN

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CONFIDENCIAL EURO P’S CODE: USD P’S CODE: TRANSACTION CODE : SECURITY CODE :

IT COPIES IN COLOR OF PASSPORT

IT COPIES IN COLOR OF PASSPORT

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