1.

DEFINITION AND PURPOSE OF JOINT VENTURE AGREEMENT

1.a. THE PARTIES hereby enter into a JVA for the purpose of
- Buying and selling BGs and SBLCs (Bank Guarantees and Stand-by Letters of
Credit), as well as MTNs (Medium Term Notes) managed by Partner 1 in concert with
Partner 3 whereby Partner 1 has access to providers of such BGs, SBLCs, MTNs or
already holds the contract for such financial instruments and as such is in charge of all
legal documents and financial transactions constituting the purchasing and selling of
said instruments to the degree that he does not delegate those activities and
responsibilities to Partner 3,
and
- Splitting the profits of purchasing and selling BG, SBLC or MTNs, of best offer of
said transactions, in three parts : 33.3% (thirty three percent) to Partner 1, 33.4%
(thirty four percent) to Partner 2 and 33.3 % (thirty three percent) to Partner 3. The
Profits consist in the spread generated by selling the above mentioned instruments to
exit buyers who are already contractually engaged with Partner 1 as well as to those
referenced buyers that Partner 2 and Partner 3 propose and Partner 1 accepts. The face
amount of the contract that the PARTIES will be handling will be of not less than 5
B (five billion Euro).
1.b. THE PARTIES agree that all profits generated in this Joint-Venture shall be
invested in projects as underlined in the above mentioned clause.
2. BASIC INVESTMENT
2.a. Bank Guarantee of 500 M
Partner 2 is the legitimate and beneficial owner of a bank guarantee, fully cash
backed, (Verbiage as in Attachment 1) with the following coordinates
Issuing Bank
:
Bank Guarantee No. :
Face Amount : EUR 500,000,000.00
ISIN : XS0149161217
Date of Issue
:
Maturity
:
Applicant
:
He agrees to devide this BG of 500 M face value into one BG of 100 M (one
hundred million Euro) and a second one of 400 M (four hundred million Euro).
2.b. Procedure
Within two banking days after signing this agreement Partner 2 will instruct his bank
.. Bank Plc to send a pre-advice MT 199 of a BG of 100 M to the account as
by Partner 1 indicated, asking the receiving bank to send the key, the receiving bank
within two banking days sends the key via MT 199 to .. Bank Pls so that ..
Bank, within two further banking days, can send out the MT 760.

The procedure is repeated for the second BG of 400 M, meaning that the swifts MT
199 will be exchanged with the key for the transfer, then .. (Bank) can send the MT
760.
Partner 2 assures that his bank officers, those who will sign the BGs and the
respective swifts, can be contacted on a bank o bank basis by the receiving banks
officers in charge should there occur any problem in the exchange of the keys or the
transfer of the two BGs.
2.c. Cash Availability
Partner 1 will sell the two bank guarantees of a total face amount of 500 M to a
preselected buyer at a minimum price of 75 % (seventy five percent) of free,
unlimited cash and use this cash amount of a minimum of 400 M (four hundred
million Euro) exclusively for buying and selling instruments as described in clause 1.
Within 15 banking days after verification of the two MT 760 for the two BGs of a
face value of 100 M and of 400 M Partner 1 will initiate the buy sell activities.
2.d. Restitution of initial Investment
The PARTIES agree that Partner 2 receives a bonus payment at the end of the trading
activities in the amount of 500 M (five hundred million Euro) or return BG to the
issuing bank.
2.e. Control
Partner 3 is appointed to oversee, monitor and control the correct handling of the bank
guarantees, the transfer of the cash amount out of the sale of the s to the trading
platform, the correct use of the obtained cash for buying and selling of instruments,
the correct accounting including disbursements and payments as well as the correct
and complete termination of the activities including the reimbursement of the initial
investment. Partner 1 will give Partner 3 access to all relevant information and
documents including the bank contract(s) and involve Partner 3 actively in the trading
activity, as far as legally permitted.
3. PROCEEDS PAYABLE TO THE PARTIES
3.a. THE PARTIES establish that the proceeds of the buying and selling of the
instruments as stated
in paragraph 1., which Partner 1 in cooperation with Partner 3 shall be disbursed by
the trading desk of Partner 1 and/or Partner 3 who will instruct his bank officer to split
the proceeds and transfer them directly into the indicated accounts of the Parties after
each and all transaction of buying and selling under this transaction code.
3.b. Partner 2 may request Partner 1s or Partner 3s assistance in opening adequate
accounts in the trading banks where to receive the proceeds of the trades.