Settlement

The owner/seller execute the attached attestation.

To The Owner/Seller of Bank Instruments

Below are the provisions and conditions under which the Buyer will engage and purchase Medium Term Notes (MTNs) only.

Please read all documentation for a comprehensive understanding of the following:

· Price Point of MTNs to be Contracted.

· Euroclear Procedures for Engagement and Settlement of MTNs to be Contracted.

· Proof of Funds to be issued ONLY if the Criteria is met by the Seller.

PRICE POINT of Instruments to be Contracted (Top 25 Western European Banks)

· Medium Term Notes:

· Must be registered on Euroclear.

· Only Non-structured, Cashed Backed.

· 10 year term, with a fixed coupon rate at a minimum of 5.5%, up to 7.5% or better.

· Maximum Price Point is 90 % of face value, inclusive of all fees (89 + 1) and may digress, should the Interest Rate be towards the floor of the acceptable corridor.

EUROCLEAR PROCEDURES: Procedures for Engagement and Settlement of instruments to be Contracted.

· It is expected that once a submission is made, then the Seller/Seller's Representatives coordinates shall be disclosed at once.

· All communication after submission shall be between the Principals or their Authorized Agents.

· Intermediaries are expected to step aside and allow full and uninterrupted communication between the Buyer and Seller.

· Any interference by an intermediary shall render any agreement for compensation null and void.

Procedures:

1. Buyer submits Letter of Intent to Seller, with Buyer’s Banking Coordinates, FPA, CIS and Passport Copy.

2. Seller accepts the trade and returns counter-signed Letter of Intent with Seller’s Banking Coordinates.

3. Seller delivers Corporate Invoice, direct to Buyer via e-mail and e-fax.

This Corporate Invoice will include:

· Euroclear Trade & Settlement Codes, with PIN of the Euroclear operative at the Transacting/Closing Bank.

· Account Statement of Transacting/Closing Bank.

· Instrument Identifier Numbers (ISIN, CUSIP, Common Codes)

· Issue and Maturity Dates

· Settlement Instructions

· Bond Power (the page from Euroclear Database, denoting the Current Registered Owner

· Note: Verification of Instrument will be conducted on a Euroclear-to-Euroclear,

on-screen, ONLY.

This includes:

Copies of the Instrument,

Title of Ownership,

Authority to Sell,

and any other information needed to verify the instrument.

Any Bank-to-Bank communication will be by Euroclear Screen only,

via Operative-to-Operative.

No unauthorized calls will be acknowledged or accepted.

4. After Buyer’s Bank verifies and validates the Instrument, the Buyer shall cause settlement, via Euroclear On-screen, culminating in E.F.T. as per Corporate Invoice Disbursement Instructions within four (4) international banking hours.

5. Electronic Registration of the New Owner will be affected in the Euroclear Database.

6. Buyer will disburse Consultant Commissions at the completion of the Settlement.

PROOF OF FUNDS to be issued ONLY under the following criteria :-

1. A full Inventory of the live, existing screenable instruments that constitute the face value of the first tranche, that have been loaded onto the Euroclear system, pending the trade.

This is achieved by printing down from the Euroclear screen, the Client Identification Ledger (C.I.L.), which is the Euroclear Database record of the instruments, ownership details, and transactional history of the instruments.

NB> ***** To quote an ISIN/CUSIP number, does not constitute an inventory.

These instrument identifiers are only the master reference for the complete issue, made under those identifiers. These identifiers are part of the inventory data *****

2. The Attestation/Declaration from the current registered Owner of the live, existing screenable instruments, that he is the owner of these instruments, and that he grants permission to Buyer, as the Buyer, to purchase these instruments, from him.

This must coincide with the print-out of the C.I.L.

NB> ***Refer to text, on next page***

3. The full coordinates of the Euroclear Operative that has loaded the live, existing, screenable MTNs, for and on behalf of the Owner of these instruments, and will be conducting the trade & settlement, on the Ec screen.

NB> **** The Euroclear Operative of the Seller is the only person that will receive

the electronic confirmation of the financial warrantability of the Buyer.****

Attestation & Declaration Clause

[To be used in the Corpus of the Invoice and/or by way of an attachment, to the Invoice, and/or to be used in conjunction with a request for Proof of Funds via Euroclear Operative]

I, ……………………….., as Chairman/CEO of……………………………, am empowered to make the following statement.

……………………………………, as the Registered Owner of the Instruments, as described in the Invoice and herein, state that these Instruments are recorded in the Data Base of Euroclear, under Client Identification Ledger, Portfolio Number ………., and we attest that we are the said Registered Owner.

By virtue of our legal ownership of the said instruments, We, ………………………, hereby grant permission to ……………………………………., to purchase the said instruments, from us, in accordance with the Terms & Conditions and Instructions, as contained in the aforementioned Invoice.

Dated: ………………….

Signed:…………………………….

By:…………………………….

For and on Behalf of: ……………………………

Reference: Transaction Code: ……………………………

Invoice Number: …………………………....

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