6+2-LEASE of FRESH CUT BG-HSBC-BARCLAYS

LETTER OF INTENT/ RWA  / CONTRACT

Date:    

TO: SEACOAST SECURITIES, LLC.

VIA:DR WILSON CHRISTSON

We, XXX.,  represented by  Mr.  XXXX,  with  passport  Number: XXXX issued by XXXXXX, do hereby confirm with full legal and corporate responsibility, under penalty of perjury, that XXXX., is ready, willing and able to LEASE with good, clean and cleared Euros (€) of non-criminal origins, through our  banking source,  the  BANK  GUARANTEES  (“BG”) or SBLC  described below,  derived  from  legal  sources  and  of non-criminal origin.

DESCRIPTION OF INSTRUMENT

Instrument:                        BANK GUARANTEES, STANDBY LETTER OF CREDIT Cash-Backed

Term:                                    1 YEAR AND 1 DAY

Issuing Banks:                    HSBC /BARCLAYS ,BANK MORNACH

Age:                                       Fresh Cut

Currency:                            European Union Currency (EURO) Contract

Amount:                              EURO 1m to 50 BILLION (€50,000,000,000.00)

Lease Fee:                          6% OF FACE VALUE

Coupon Rate:                    ZERO COUPONS

Commission:                      Two Percent (2%) of Face Value

First Tranche:                     One Hundred Million Euros

Subsequent Tranches:   To be mutually agreed upon

Mode of Payment:          MT103

Delivery:                             RWA by MT799 followed by SWIFT MT-760 and Hardcopy to be delivered via

                                         Bank-bonded courier within seven (7) banking days

TRANSACTION PROCEDURES:

1.       Lessee sends Letter of Intent/MOU /Contract, CIS with signatory's passport, and the Master Fee Protection Agreement /MFPA..Provider countersigns LOI/MOU with Invoice and corporate refund undertaken thus becomes contract directly email to lessee email:-----------------

                 SWIFT FEES OF THE INSTRUMENT

                         Fee for 5m to 40 is USD/EURO 70, 000, 00

    Fee for 50m to-100m is USD/EURO 100,000, 00

    Fee for 200m to 900m is USD/EURO 150,000 00

     Fee for 1B and 10b. Is USD/EURO 250, 000, 00

                           Fee for 20B and 50b. Is USD/EURO 350, 000, 00

.

2.     Lessee confirms the invoice and corporate refund undertaken and pay the swift fee by wire transfer to Provider given bank account within 72 hours.

3.       Provider confirms the swift fee and instructs his issuing bank to deliver electronically SWIFT (MT-799) followed by MT760 and email the copy for confirmation to the Lessee

4.    Buyer release the payment of the instrument  by MT103  after receiving copy of the MT760

5.    Providers bank upon receipt of the MT103- send the hard copy to Lesse’s bank

6.    Hard copies will be delivered via bonded courier within 5-7 banking days.

7.    Fees shall be disbursed by the Lessee at the time of each tranche in accordance  with the relevant MFPA which is incorporated herein by reference as material condition of this agreement.

8.    All   subsequent   tranches   will   be   based   on   the   same   procedure   until collateral or funds become exhausted.

9.    This is a private sale between two entities and is not to be construed as an offer of funds nor a sale of securities as defined in the Securities Act of 1933/34

10.  NOTE: NON PERFORMED PARTIES( BUYER OR SELLER) WITHIN THE TIME SCHEDULE WILL PAY PENALTY OF 2% OF THE CONTRACT VALUE AND HIS PASSPORT WILL BE LODGE FOR INTEROGATION WITH FBI/ICC.

BANKING INFORMATION

BUYER’S BANKING COORDINATES TO RECEIVE INSTRUMENT

BANK NAME:                       

BANK ADDRESS:   

BANK OFFICER:     

BANKER TEL:                    

BANKER FAX:

BANKER EMAIL:                 

SWIFT CODE:          

ABA ROUTING or WIRE NUMBER:          

ACCOUNT NAME:  

ACCOUNT No:         

BUYER’S BANKING COORDINATES TO MAKE PAYMENT

BANK NAME:                       

BANK ADDRESS:   

BANK OFFICER:     

BANKER TEL:                    

BANKER FAX:

BANKER EMAIL:                 

SWIFT CODE:          

ABA ROUTING or WIRE NUMBER:          

ACCOUNT NAME:  

ACCOUNT No:         

SELLERS co-ordinates TO ISSUE INSTRUMENT :

BANK NAME:                       

BANK ADDRESS:   

BANK OFFICER:     

BANKER TEL:                    

BANKER FAX:

BANKER EMAIL:                 

SWIFT CODE:          

ABA ROUTING or WIRE NUMBER:          

ACCOUNT NAME:  

ACCOUNT No:         

SELLERS co-ordinates TO receive PAYMENT TO BE IN THE CORPORATE INVOICE

BANK NAME:                       

BANK ADDRESS:   

BANK OFFICER:     

BANKER TEL:                    

BANKER FAX:

BANKER EMAIL:                 

SWIFT CODE:          

ABA ROUTING or WIRE NUMBER:          

ACCOUNT NAME:  

ACCOUNT No:         

SELLER RESERVES the right TO USE ANY OF HIS BANK ACCOUNTS TO RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

Improper  release  of  the  above  banking  information,  for  any  reason,  without  the  written  prior authorization of other party, shall be considered as a Breach of Contract and will make a defaulted party to be  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 the transaction.

CONDITION

This Agreement shall remain valid and full force for thirty international banking days from the date of issue. After such time it shall expire. This Agreement, if unsigned, shall be rendered NULL and VOID.

ARBITRATION

The Parties agree to settle any dispute arising between them on an amicable manner. In the event of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC office in Geneva, Switzerland, by three arbitrary appointed in accordance with ICC rules.

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 addendum of this Agreement is considered void and enforceable, the  whole  Agreement  is  considered  enforceable  and  cease  to  exist.  The  Parties  shall  in  good  faith negotiate  with  any  possible correction to the above even in order to prevent the dissolution of the entire Agreement.

AGREEMENT EXECUTION

Each party to this Agreement represent that it has Full Legal Authority to execute this Agreement and that each party agrees to be bound by Terms and Conditions set forth herein each Party agrees that this Agreement   may   be   executed   simultaneously   by   and   between   Parties   via   Email   or   Facsimile Transmission which should  be deemed  as Original.  All statements made by either  party are under penalty of perjury.

FORCE MAJEURE

Neither Party to this Agreement shall be responsible for Breach of Contract caused by an act of God, Civil  Insurrections,  Military  War  Operation  or  local  Emergency  –  The  Parties  hereby  accept  the International Provision of the “FORCE MAJEURE” as defined by ICC 458, Publications, whichever relates to the Bank Guarantee issuance applies.

NON CIRCUMVENTION & NON DISCLOSURE

The parties herein agree the non-circumvention / non-disclosure rules of all issues from ICC, and the latest edition shall apply to the transaction for a period of (5) five years from the date of execution of this agreement by the undersigned, his / her assigns, agents, and / or heirs. This NC/ND also applies to any and all other  transactions direct or indirect. Regarding this transaction and its possible extension and  roll  over,  each  Party  and  their  respective  intermediaries  warrant  not  revealing  the  Banking Coordinates,  provided  herein,  to   any   individual  or  institution  other  than  those  Banking  Officers necessary for completion of this transaction.

After  confirming,  by  signature  and  seal,  this  Agreement/  Contract  will  be  effective  equal  as  an agreement. Each party holds one of the effective Agreement/Contract. By their execution below, the parties hereto agree to the general terms and conditions herein and warrant onto the other the entire agreement between parties.

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aGREED, ACCEPTED AND Signed this 07 May 2011 For and on behalf BUYER : XXXXXXXXXX                         

Signed by :  _____________________________    

NAME:                                               

TITLE:                       

PASSPORT #:                                              

ISSUE DATE:                                     

EXPIRY DATE:                       

aGREED, ACCEPTED AND Signed this 07 May 2011 For and on behalf SELLER: 

Signed by :  _____________________________    

NAME:           

TITLE:                                   

GOV ID #:                                            

ISSUE DATE:                                     

EXPIRY DATE:

IRREVOCABLE PAY ORDER AGREEMENT

Dated:

DESCRIPTION OF INSTRUMENT

Instrument:                        BANK GUARANTEES, STANDBY LETTER OF CREDIT Cash-Backed

Term:                                    1 YEAR AND 1 DAY

Issuing Banks:                    HSBC /BARCLAYS OR RATED AAA WEB

Age:                                       Fresh Cut

Currency:                            European Union Currency (EURO) Contract

Amount:                              EURO 10m to 50 BILLION (€50,000,000,000.00)

Lease Fee:                          6% OF FACE VALUE

Coupon Rate:                    ZERO COUPONS

Commission:                      Two Percent (2%) of Face Value

First Tranche:                     One Hundred Million Euros

Subsequent Tranches:   To be mutually agreed upon

Mode of Payment:          MT103

Delivery:                             RWA by MT799 followed by SWIFT MT-760 and Hardcopy to be delivered via

                                         Bank-bonded courier within seven (7) banking days

We,  xxxx.  Represented  By:  XXX,  holder  of  XXX  Passport  No.:  XXX (Herein after the “Payor”)acting with full responsibility, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay the fee entitled to the beneficiaries listed on this document, via Wire transfer, at the time of settlement of each and  Every  tranche of the transaction. This Fee Agreement is our irrevocable pay order to the intermediaries and is  and shall remain an intricate part of the contract between the buyer and the seller.

This pay order shall remain in effect until this transaction, including any renewals, extensions and additions are fully completed.

We  confirm  that  upon  the  execution  of  this  “Fee  Protection  Agreement”  this  document  is  our Irrevocable Pay order. This Agreement-Pay order shall be lodged in our bank and a copy from that bank will be forwarded to you the beneficiaries. We agree that this irrevocable pay-order will also be lodged with seller’s side paymaster’s bank for the simultaneous collection with the first tranche.

In recognition  for  the  services  rendered  towards  the  completion of  contractual  formalities  and  the commencement of the above referenced transaction, we the undersigned Payor, hereby irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees of Two Percent (2.0%) of the face value of the instruments, for the benefit of the consultants being hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”.

The  said  consultancy  fee  shall  be  paid  upon  the  successful  closing  of  each  and  every  tranche concurrently with each payment of the instruments purchased by us. Further, the said consultancy fees shall be  paid in good,  clean clear  and unencumbered United States Dollars and delivered, via wire transfer, to your designated trust account coordinates.

This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order”  shall  ensure  to  the  benefit  of  the  beneficiaries  and  their  respective  heirs,  administrators, successors  and  assigns,  as  the  case  may  be,  and  shall  be  binding  and  enforceable  upon  us,  our successors and assigns as  the case may be, until this transaction, including any renewals, extensions and additions are fully completed.

This  Fee  Agreement-Pay  Order,  if  transmitted  by  facsimile,  shall  be  considered  an  original,  legally enforceable document.

Generally recognized International Standards of Non Circumvention and Non-disclosure are applicable for a period of Five Years from the date of this document or the last date of the contract including any renewals, extensions and additions are fully completed and we agree to respect those.

We hereby declare that we are fully aware that the information received from you is in direct response to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of offering, and is intended for our general knowledge only.

We hereby affirm, under penalty of perjury, that we have requested information from you and your organization by our choice and free will, and further that you have not solicited us in any way.

We understand that the contemplated transaction is strictly one of private placement and is in no way relying upon or relating to the United States Securities Act of 1933, as amended, or related regulations, and does not involve the sale of securities. Further, we hereby declare we are not licensed brokers or government employees and understand neither are you or your organization.

We mutually agree that this private placement transaction is exempt from the Securities Act and is not intended for the general public and all materials are for our “PRIVATE USE ONLY”. Intermediaries are NOT Advisors of any kind.

All negotiations terms and conditions are between the principle parties and their perspective legal counsel only!  Both  principle  parties  are  responsible  for  the  ramification  of  their  own  actions.  All Intermediaries  are considered introducers and held harmless from  any legal actions  brought on by either  party.  Parties  to  this agreement are independent contractors  and all contemplated  payments and/or disbursements hereunder are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or among the parties hereto.

All taxes, federal, state or other are the independent responsibility of each of the parties hereto. The above stated codes, (the seller’s code to be provided by the seller) and any other identification codes shall remain the same and shall not be changed until this transaction including any renewals, extensions and additions are fully completed and we agree to respect those.

The transaction code may be amended only by agreement between all parties hereto. This transmission via facsimile will be accepted as an original and I confirm that I have authority to execute this Pay Order.

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of the face value from each and every tranche of this transaction, including any rolls or extensions, to be shared equally as follows:

SELLER’S SIDE COMMISSION OF 1 % OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS -

SELL  SIDE GROUP 1 PAYMASTER:  ( CLOSED)

TOTAL COMMISSION PAYABLE:  1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS

Pay Master
Represented by:
Designation:
Passport No
Nationality
Signature
Date / Seal
Bank Name
Bank Address
Account No.
Account Name
SWIFT
ABA #
Bank Officer
Bank Telephone /Fax
Beneficiaries
Special Instructions	All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to:, or legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank.
Required Instructions	Text Message:   The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, KNOWN BY BUYER or SELLERS CODE:      "XXXX-XXXX-xxxx", FOR SAME DAY SETTLEMENT.

Special Instructions            : SAME DAY TRANSFER AND IMMEDIATE CREDIT

Required Message              : “The Remitter is known to us. This is done with Full Banking Responsibility and we are satisfied as to the Source of Funds sent to us.

BUYER’S SIDE COMMISSION OF  1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, SHALL BE PAID TO THE FOLLOWING PAYMASTERS:

BENEFICIARIES:
PAYMASTER:
BANK NAME:
BANK ADDRESS:
ACCOUNT HOLDER:
BANK ACCOUNT NO: BANK CODE:
BANK OFFICER NAME:
SWIFT CODE (IBAN):
BANK TEL:
BANK FAX:
SPECIAL WIRE INSTRUCTIONS:
Email Address for notification of Funds
Required Message:

This Agreement-Pay order shall be lodged in our bank and a copy from that bank will be forwarded to all beneficiaries.

This Agreement/Irrevocable Corporate Payment Order and the payment of commissions herein are subject to the International Chamber of Commerce “ICC” and the ICC Arbitration Act as adopted by the ICC office in Geneva, Switzerland, by three arbitrary appointees in accordance with ICC rules.

All NC/ND clauses as prescribed by ICC rules (Latest Edition) shall apply to this Agreement and Payment Order. This Agreement and Irrevocable Corporate Payment Order is irrevocable, divisible, and unconditional, and may be assigned only by the beneficiaries named herein. This Agreement and Irrevocable Corporate Payment Order may be executed in one or more counterparts, each one shall be deemed an original and all together shall constitute one and the same document.

A signed Fax or electronically transmitted copy of this document shall be deemed binding on the “Parties” with the force as the signed original. The Agreement and Irrevocable Corporate Payment Order is valid when commencement of the above-referenced transaction takes place and shall remain valid and enforceable for the full terms of the transaction, including any new agreement between the Buyer and Seller and/or their assigns.

The beneficiaries reserve the right to change the bank coordinates stated herein at any time by providing written request to the Buyer. Upon execution of the Agreement and the Final Agreement and prior to, or simultaneously with the first transaction, we guarantee that this Master Fee Protection Agreement and Irrevocable Corporate Payment Order will be lodged with the Buyer’s Bank.

The Buyer’s bank shall provide the beneficiaries, by e-mails or by tele/fax with copies of the swift related to all payment instructions upon the closing of each and every transaction of the above transaction.

BUYER’S PAYING BANK DETAILS:

Bank Name:  

Bank Address: 

SWIFT Code:  

Telephone:

Fax:

Account Name: 

Account Number:

In the event that the transaction was not performed or only performed in part, the paymasters or beneficiaries listed above shall not hold the undersigned Payer responsible for any expenses, charges and/or cost, or hold the Payer liable for any civil and criminal actions. The unperformed part of this Irrevocable Master Fee Protection Agreement will therefore automatically become null and void.

Approved and agreed by

[Name of the BUYER]

___________________________

Legal & Authorized Signatory

Date:

Signatory Full Name: 

Title:

Nationality:

Passport #:

Date of Issuance:

Date of Expiration:

INSERT THER TEXT OF MT799 AND MT760 VERBIAGE APPROVED BY YOUR RECEIVING BANK

TEXT VERBIAGE AS PER MT 799:

Appendix A

SWIFT MT799 PRE-ADVICE

To:

Swift Code:

Attn: –

Please advise your Client: _______________ for EUR, IBAN NUMBER:______

Re: Transaction Code:

We, XXXXXXXXX Bank hereby confirm with full banking responsibility that we are ready to issue and deliver one (1) Bank Guarantee (BG) on behalf of our Client, xxxxxxxxxxxx in the total amount of :

Five Hunudred Million EUROS only (€500'000'000:00) in favor of ________, Account Number: ____________, IBAN NO______________________

This SWIFT message is verifiable on normal bank-to-bank basis with full bank responsibility, upon receipt of clearance invoice from Our client for Insurance and Bank Handling / Transmission Fees.

There will be no liens and encumbrances on this instrument which shall be delivered and Availed via SWIFT M760 and exact Bank Guarantee Format shall be as follows:                                                                                                       

BANK GUARANTEE NUMBER :

PLACE OF ISSUE       :

DATE OF ISSUE        :

MATURITY DATE        :

CUSIP NO             :

ISIN NO              :

CURRENCY             :EUROS

FACE AMOUNT          :€500'000'000:00

BENEFICIARY NAME    :

FOR VALUE RECEIVED, WE, ----- {NAME OF ISSUING BANK} -----, AT ----- {FULL BANK ADDRESS}-----, HEREBY ISSUE OUR IRREVOCABLE, UN-CONDITIONAL AND NEGOTIABLE BANK GUARANTEE NO : --------- IN FAVOUR OF ____________ THE BENEFICIARY XXXXXXXXXX FOR THE AMOUNT OF FIVE HUNDRED MILLION EUROS {500'000:00}, VALID FOR ONE (1) YEAR AND ONE (01) DAYS AND DUE FOR PAYMENT AT MATURITY ON __________ {1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE} _____________

WE  HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE  TO PAY IN FULL  AGAINST THIS BANK GUARANTEE AT MATURITY, WITHOUT  ANY PROTEST, DELAY OR OBJECTION, THE SUM OF FIVE HUNDRED MILLION EUROS (€500'000'000:00) TO THE  ORDER  OF XXXXXXXXXX THE BENEFICIARY’S THE BEARER OR HOLDER  THEREOF AT MATURITY. SUCH PAYMENT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM  AND

SURRENDER OF THIS BANK GUARANTEE NO: -------------- AT THIS BANK AT MATURITY DATE.

THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES.  WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BANK GUARANTEE, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BANK GUARANTEE NO: -------- DATED,_________{GUARANTY ISSUE DATE}

THIS BANK GUARANTEE IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE {ICC}, PARIS, FRANCE, PUBLICATION 500, LATEST REVISION.

THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.

FOR AND ON BEHALF: BARCLAYS BANK PLC

                                                                                                     ---------------------                             …………………………………………………

AUTHORISED BANKER {1}                              AUTHORISED BANKER {2}                

NAME, TITLE & ID CODE.                             NAME, TITLE & ID CODE.