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PRECONSTRUCTION CATALYSTS INC

COMMON PROCEDURES AND


DOCUMENTS USED IN THE
PURCHASE OF BANK INSTRUMENTS

An Educational Document for the use of those interested in how Bank Instruments
are purchased.

FORMS AND DOCUMENTS USED IN THE PURCHASE OF FINANCIAL


INSTRUMENTS (Medium Term Notes, Bank Guarantees, etc.)
Welcome......................................................................................................... ............3
Description of Instrument........................................................................................4
Buyer’s Information Summary Sheet
.......................................................................................................... .........................9
CORPORATE BOARD RESOLUTION.............................................................................11
Non-Circumvention, Non-Disclosure & Working Agreement......................................13
CONTRACT FOR PURCHASE OF BANK GUARANTEE................................................15
SELLER:................................................................................. .............................16

BUYER:............................................................................... ................................17

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT /


NON-CIRCUMVENTION, NON DISCLOSURE AGREEMENT........................................19
LETTER OF CONFIRMATION NON – SOLICITATION...................................................25
EXHIBIT “A” AFFIDAVIT- MONEY LAUNDERING INDEMNITY.....................................27
EXHIBIT “B”- BANK GUARANTEE SPECIMEN...........................................................29
EXHIBIT “C”- SWIFT MESSAGE SAMPLE..................................................................30
EXHIBIT “D” COLOR COPY OF BUYER’S PASSPORT.................................................31

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Welcome

WE ARE PLEASED TO FACILITATE THE INFORMATION YOU NEED IN ORDER TO UNDERSTAND THE

BUYING AND SELLING PROCESS OF BANK GUARANTEE FINANCIAL INSTRUMENTS . THIS IS AN

EDUCATIONAL PACKAGE CONTAINING THE TYPICAL COMMON DOCUMENTS AND LANGUAGE USED

IN TRANSACTIONS . IT IS NOT INTENDED TO BE A SOLICITATION OR OFFER OF ANY KIND .

PRECONSTRUCTION CATALYSTS, INC (PCCFUNDING) IS IN NO WAY A LICENSED BROKER-


DEALER , TRADER OR SELLER . OUR ROLE IS TO PROVIDE YOU WITH A BETTER

UNDERSTANDING , AND TO ANSWER THOSE QUESTIONS WHICH WE ARE AUTHORIZED TO

ANSWER. SHOULD YOU REQUIRE INFORMATION BEYOND OUR SCOPE OF AUTHORITY , IT IS

OUR PRIVILEGE TO HELP YOU GET THOSE ANSWERS .

THANK YOU FOR FULLY REVIEWING THIS DOCUMENT. IT IS OUR PLEASURE TO HELP FACILITATE

A BETTER UNDERSTANDING .

PRECONSTRUCTION CATALYSTS, INC


Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:
COPY AND REPLACE THESE DOCUMENTS ON YOUR
CORPORATE LETTERHEAD

Procedures
The Non Circumvent Non Disclosure Agreement contained within this agreement
shall supersede any and/or all previous Non Circumvent Non Disclosure
Agreement/s which may or may not have been executed between any and/or all
parties concerned with this transaction.

WE, THE SELLING PRINCIPAL AND SIGNATORY, ARE CURRENTLY AGREEABLE


TO SELLING BANK GUARANTEES PURSUANT TO THE FOLLOWING TERMS,
CONDITIONS AND PROCEDURES.

• WE ARE ONLY SELLING BANK GUARANTEE/S ISSUED BY THE TOP 25


WESTERN EUROPEAN BANKS, WITH NORMAL EXCLUSIONS, AND
VARIOUS ISSUED MATURITY DATES.

• WE ARE ABLE TO PROVIDE FULL INFORAMTION FOR THE FOLLOWING


SELECTED BANK GUARANTEE/S AND AMOUNT/S DETAILED BELOW:

Description of Instrument

Instruments : , ICC NO. 458 (Exhibit “A”)


Currency :
Bank Menu : Top 25 West European Bank rated by S&P “AA” or better
Contract Amount :
Tranches : FIRST TRANCHE OF
: Subsequent Tranches to be mutually agreed
Denomination :
Term :
Age :
Interest :
Invoice Price :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:
COPY AND REPLACE THESE DOCUMENTS ON YOUR
CORPORATE LETTERHEAD
: US $25,000.00 + __ % of face value
Consultant Fee
: between Buyer’s side and Seller’s side Intermediaries
Transaction Mode : Funds First Procedures : SWIFT MT103/23 or ICBPO

THIS DISCOUNT TO THE BUYER IS ON A ONE-OFF BASIS.

WE MUST RECEIVE THE FULL NAMES OF THE BENEFICIARY/S & PAYMASTER/S


(OTHERWISE IT IS IMPOSSIBLE TO ISSUE A FEE PROTECTION AGREEMENT).

ONCE WE HAVE THE ABOVE INFORMATION, WE ARE READY TO PROCEED, AS


FOLLOWS.
PROCEDURES:

The Buyer submits this LOI with full banking coordinates, Corporate Profile (Client’s
Information Sheet), Board of Directors’ Resolution, Non Solicitation Letter, Master
Fee Protection Agreement and a clear color copy of the Buyer Signatory’s passport.

The Seller signs this LOI providing Seller’s bank coordinates with name of bank,
SWIFT code and beneficiary and returns it to the Buyer after which both parties
deposit it with the respective settlement banks and notify each other by mail.

Within 48 banking hours of notice of deposit of executed LOI/Contract in


the banks, the Buyer’s bank shall contact the Seller’s bank officer by
SWIFT MT 199 (Exhibit B) message to confirm the funding capability and
also ask the awareness and readiness to receive SWIFT MT103. A courtesy
copy of this swift message shall be given to the seller. Within 48 hours of
receipt of the Buyer’s MT 199 Swift Message, the Seller’s Bank shall swift
the Pre-Advise. Within 48 hours of the receipt of the Pre-Advise, the
Buyer’s bank shall swift the MT 103/23 or ICBPO.

There shall be no further confirmation of POF or soft probe. No phone call or email
communications are allowed. All the confirmations will be done via S.W.I.F.T on a
Bank to Bank basis.

The Provider will authenticate and verify the received MT103 or ICBPO. Within 3
international banking days upon successful verification, the Provider’s Bank will
transmit Via SWIFT MT760 Bank Certified Corporate Invoice to Buyer’s Bank
containing: CUSIP/Registration Numbers, ISIN Numbers, term, text of instruments,
denominations, name(s) of issuing bank(s), date of issue, date of maturity, access
code and all pertinent data necessary for the Buyer’s Bank to authenticate and
validate the data of the invoiced instrument via Euroclear or DTC.

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:
COPY AND REPLACE THESE DOCUMENTS ON YOUR
CORPORATE LETTERHEAD
Buyer’s Bank will authenticate and validate the invoiced bank guarantee instrument
and confirm satisfaction to Provider’s Bank marking the conclusion of the delivery of
the first tranche. Buyer’s Bank shall within eight (8) international banking hours
release full payment to Provider’s designated Bank.

Within eight (8) international banking hours after receipt of clear funds, Provider’s
Bank will electronically deliver the bank guarantee and deliver hard copy Bank
Guarantee instruments within seven (7) international banking days to the Buyer or
his bank as specified in the funding instrument.

Simultaneously, the Buyer shall effect payment to all the intermediaries according
to the Master Fee Protection Agreement without delay or withholding.

A master fee protection agreement with this Transaction code and date shall be
made an integral part of this LOI/Contract as an attachment

NOTE THE FOLLOWING:

A BANK TRANSMIT HAS ONE PURPOSE: THAT IS FOR THE SELLER’S BANK
TO SEND THE BANK GUARANTEE/S AND RELATED ITEMS TO THE BUYER’S
BANK SO THAT THE BUYER’S BANK CAN VALIDATE AND AUTHENTICATE THE
BANK GUARANTEE/S.

OUR BANKS AND BANKERS WILL NOT RESPOND TO ANY ENQUIRIES OTHER THAN ON
A BANK-TO-BANK BASIS VIA A BANK TRANSMIT AND ONLY AFTER THE AGREEEMENT
HAS BEEN SIGNED AND WE HAVE NOTIFIED OUR BANK OF THE SOURCE OF THE
BANK TRANSMIT AND IDENTIFIED THE ASSOCIATED BANK OFFICER

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 document, 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.

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:
COPY AND REPLACE THESE DOCUMENTS ON YOUR
CORPORATE LETTERHEAD
SEVERABILITY
In the event that one of the articles or addendum of this Agreement is considered
void and unenforceable, the whole Agreement is considered enforceable and the
remainder continues 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 telefax 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. His 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 to reveal
the Banking Coordinates, provided herein, to any individual or institution other than
those Banking Officers necessary for completion of this transaction.

PENALTY
The parties acknowledged that a PENALTY OF 1% of the total amount of the
contract to be payable from the defaulting party to the innocent party as
compensation for the damage which the innocent party has suffered.

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.

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:
COPY AND REPLACE THESE DOCUMENTS ON YOUR
CORPORATE LETTERHEAD

Executed by the BUYER for and on behalf of: _________________________________

………………………
(Signature)
Signatory Name :
Title :
Passport No. :
Country of Issue :
Date of issue :

Accepted by the SELLER for and on behalf of: _______________________________

………………………
(Signature)
Signatory Name :
Title :
Passport No. :
Country of Issue :
Date of issue :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Buyer’s Information Summary Sheet

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the
Federal Marketing Commission Circular of December 1998, concerning the prevention of
money laundering, the following information may be supplied to banks and/or other Federal
Institutions for purposes of verification.

1) Buyer’s Name :
Business Address :
Business Registration No. :
Telephone :
Facsimile :
E-Mail Address :

2) Represented By :
Nationality :
Passport No. :
Date if Issue :
Date of Expiration :
Date of Birth :
Place of Birth :
SSN/Identity No. :
Address :
Telephone :
Mobile Telephone :
Facsimile :
E-Mail Address :

3) Legal Counsel :
Address :
Telephone :
Facsimile :
E-Mail Address :

4) Buyer’s Banking :
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

:
Name of Bank
Bank Address :
Account Name :
Account/Signatory :
Account No. :
Bank Officer :
Telephone :
Facsimile :
E-Mail Address :
S.W.I.F.T. Code :

5) Funds Information :
Origin :
Are Funds clean and Clear? :

6) Brief Description of Corporate Activities :

Declaration: I hereby swear under penalty of perjury, that the information provided is both true
and accurate. I am the signatory on the aforementioned bank account. All monies engaged in
this transaction are derived from non-criminal origin; and, are good, clean and cleared. The
origins of funds are in compliance with Anti-Money-Laundering Policies as set forth by the
Financial Action task Force (FATF) 6/01.

Signed this ____ Day of____, 2008


Company Seal
-----------------------------------------
Name :
Passport No. :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

CORPORATE BOARD RESOLUTION


This is to certify that the Board of Directors of ________________________, its address
at __________________ (hereafter “Company”) attended a Board of Directors meeting
which was duly and regularly called, noticed and held on _____________, at the
Company’s above referenced address at which there was present a quorum thereof,
wherein the following resolutions were unanimously adopted, to wit:

RESOLVED: That Mr. _________________, of _____________________, and holder of a


(Country) Passport, Number ______________, shall be and hereby is appointed to
serve as Director of Finance of the Company, fully authorized to act individually as
the sole representative of the Company to execute all necessary documents on
behalf of the Company in connection with the managed buy of Bank Instruments,
and to effect the opening an operation of bank accounts on behalf of and for the
benefit of the Company at any Bank(s) he shall select, and be a signatory thereon to
accept and disburse funds there from at his discretion and determination, and to
execute investment or deposit contracts with his selected sources and Banks with
respect to the Company’s deposits therein, at his discretion, for and in the best
interest of the Company.

FURTHER RESOLVED: That Mr. ___________________, as the CEO/President of the


Company, hereby is authorized and directed to certify that the foregoing resolutions
and the provisions thereof are in conformity with the charter, bylaws and articles of
incorporation of the Company, and that the foregoing resolution and the authority
thereby conveyed shall remain in full force and effect until the purposes set forth
herein are accomplished.

It is further certified that the foregoing resolutions have never been modified or
amended and are now in full force and effect and that the above named Director of
the Company has been duly elected and appointed to hold office, is presently
holding office, and is empowered to act for and on behalf of the Company, and that
this fax or photocopy of the BOARD RESOLUTION shall be of equal value to the
original and shall be accepted as such by everyone, for all purposes, everywhere.

There being no further business to come before the meeting, upon the motion duly
made, seconded and unanimously carried, the Meeting was adjourned.

Place: _____________________

Date: _____________________

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company in
certification of the above resolutions and provisions on this _____day of _______,
2008.
…………………………………………
CEO/PRESIDENT
Name :
Passport No. :
Passport Issue Date :
Passport Issue Country :

Company Seal

…………………………………………
SECRETARY/FINANCE MANAGER
Name :
Passport No. :
Passport Issue Date :
Passport Issue Country :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

Non-Circumvention, Non-Disclosure & Working Agreement


“Considered As an Integral Part of This Contract “

WHEREAS the undersigned wish to enter into this Agreement to define certain
parameters of the future legal obligations, are bound by a duty of Confidentiality
with respect to their sources and contacts. This duty is in accordance with the
International Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the


mutual and common benefit of the parties hereto, including their affiliates,
subsidiaries, stockholders, partners, co-ventures, trading partners, and other
associated organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and


covenants herein and other good and valuable considerations, the receipts of which
is acknowledged hereby, the parties hereby agree as follows:

TERMS AND CONDITIONS

The parties will not in any manner solicit, nor accept any business in any manner
from sources or their affiliates, which sources were made available through this
agreement, without the express permission of the party who made available the
source and,

The parties will maintain complete confidentiality regarding each other business
sources and/or their Affiliates and will disclose such business sources only to the
named parties pursuant to the express written permission of this party who made
available the source, and,

That they will not in any of the transactions the parties are desirous of entering into
and do, to the best of their abilities assure the other that the transaction codes
established will not be affected.

That they will not disclose names, addresses, e-mail address, telephone and tele-fax
or telex numbers to any contacts by either party to third parties and that they each
recognize such contracts as the exclusive property of the respective parties and
they will not enter into any direct negotiations or transactions with such contracts
revealed by the other party and

That they further undertake not to enter into business transaction with banks,
investors, sources of funds or other bodies, the names of which have been provided
by one of the

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

Parties to this agreement, unless written permission has been obtained from the
other party (ies) to do so. For the sale of this agreement, it does not matter
whether information obtained from a natural or a legal person. The parties also
undertake not to make use of a third party to circumvent this clause.

That in the event of circumvention of this Agreement by either party, directly or


indirectly, the circumvented party shall be entitled to a legal monetary penalty
equal to the maximum service it should realize from such a transaction plus any and
all expenses, including but not limited to all legal costs and expenses incurred to
recover the lost revenue.

All considerations, benefits, bonuses, participation fees and/or commissions


received as a result of the contributions of the parties in the Agreement, relating to
any and all transactions will be allocated as mutually agreed.

This Agreement is valid for any and all transaction between the parties herein and
shall be governed by the enforceable law in All Commonwealth Countries, European
Union Countries, USA Courts, or under Swiss Law in Zurich, in the event of dispute,
the arbitration laws of states will apply.

The signing parties hereby accept such selected jurisdiction as the exclusive venue.
The duration of the Agreement shall perpetuate for seven (7) years from last date of
signing.

AGREEMENT TO TERMS

A Signatures on this Agreement received by the way of Facsimile, Mail and/or E-


mail shall be an executed contract. Agreement enforceable and admissible for all
purposes as may be necessary under the terms of the Agreement.

B All signatories hereto acknowledge that they have read the foregoing
Agreement and by their initials and signature that they have full and complete
authority to execute the document for and in the name of the party for which they
have given their signature.

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

CONTRACT FOR PURCHASE OF BANK GUARANTEE

Contract Number XXXX


Seller’s Transaction Code: XXXX
Buyer’s Transaction Code: XXXX

BUYER:

REPRESENTED BY:

SELLER:

REPRESENTED BY:

Saturday, January 17, 2009

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

SELLER:

COMPANY
COUNTRY OF REG.
ADDRESS

CITY
TELEPHONE +

TELEFAX +

EMAIL
REPRESENTED BY
SIGNATURE

PASSPORT NO:
ISSUING COUNTRY:
REGISTRATION COMPANY
SELLER'S BANKING DETAILS

BANK NAME:
ADDRESS:
ACCOUNT NUMBER:
SWIFT CODE:
ACCOUNT NAME:
TEL:
FAX:
BANK OFFICER:
ACCOUNT SIGNATORY

Hereinafter referred to as "SELLER"

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

BUYER:

COMPANY
COUNTRY OF REG.
ADDRESS
CITY
TELEPHONE
TELEFAX
EMAIL
REPRESENTED BY
SIGNATURE

PASSPORT NO:
ISSUING COUNTRY:
REGISTRATION
COMPANY

BUYER'S BANKING DETAILS

BANK NAME:
ADDRESS:
ACCOUNT NUMBER:
SWIFT CODE:
ACCOUNT NAME:
TEL:
FAX:
BANK OFFICER:
ACCOUNT SIGNATORY

Hereinafter referred to as "BUYER"

WHEREAS THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY,
CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULLFILL THE
REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS
AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED
TO HEREINAFTER AND WHEREAS THE SELLER HEREBY AGREES AND MAKES AN
IRREVOCABLE FIRM CONTRACT TO DELIVER, AND WHEREAS THE BUYER HEREBY
AGREES AND MAKES AN IRREVOCABLE FIRM CONTRACT TO PURCHASE A FIVE
HUNDRED MILLION EURO (EURO 500,000,000) BANK GUARANTEE/S FROM
XXXXXXXX, AND; WHEREAS THE SELLER AND BUYER BOTH AGREE TO FINALIZE

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

THIS CONTRACT UNDER THE TERMS AND CONDITIONS, IT IS THEREFORE AGREED AS


FOLLOWS:

Instrument Type : Bank Guarantee


Individual Bank Guarantee Amount :
Pieces : 1 or more

Total Amount : XXX Million Euros

Dates of Issue : XXth XXXXXX 2008


Dates of maturity : XXth XXXXXX 2009
Issuer of Instrument : XXXX
Fully Transferable : XXX
Current Beneficiary :

ROLLS AND EXTENSIONS SOUGHT


UP TO XXX BILLION EUROS
(€XXXX,000,000,000)

______________________ ____________________
Buyer Signature Seller Signature
Date Date

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT /


NON-CIRCUMVENTION, NON DISCLOSURE AGREEMENT
(Considered As An Integral Part Of The Sales / Purchase Contract)

Date :

I, (Name), (Title), the authorised signatory of (Company), hereby confirm with full Corporate
and legal responsibility, under PENALTY OF PERJURY of law, issue this Fee Protection
Agreement (Irrevocable Disbursement Instrument/Payment Order) to the herein Beneficiaries
for Consultant Services rendered in connection with the Sales & Purchase of Bank
Guarantees with the above reference codes.

Name of Bank :
Bank Address :
SWIFT Code :
Account Name :
Account Number :
Bank Officer/Title :
Bank Telephone No. :
Bank Fax Number :

Payment Order Value:


Four Percent (4%) of total face amount of the transaction, per each and every tranche of the
above reference transaction, payable to the Beneficiaries (Paymasters) herein. Such
payment shall be made via SWIFT Wire, without protest, delay or deductions, and free of any
bank charges, local and national taxes and liens, to the extent legally permissible.

SELLER’S SIDE: BANKING CO-ORDINATES OF [---CLOSED---] –XX (%)

Bank’s Name :
Bank Address :
Account Name :
Account Number :
Telephone No. :
Facsimile :
SWIFT Code :

BUYER’S SIDE group 1: BANKING CO-ORDINATES OF [---NAME---] – % (point xxxxx percent)

Bank’s Name : Closed


Bank Address :
Account Name :
Account Number :
Telephone No. :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

:
Facsimile
SWIFT Code :

BUYER’S SIDE group 2: BANKING CO-ORDINATES OF [---NAME---] – % (point xxxxxx


percent)

Bank’s Name : Open


Bank Address :
Account Name :
Account Number :
Telephone No. :
Facsimile :
SWIFT Code :

BUYER’S SIDE group 3: BANKING CO-ORDINATES OF [---NAME---] – % (point xxxxxx


percent)

Bank’s Name : open


Bank Address :
Account Name :
Account Number :
Telephone No. :
Facsimile :
SWIFT Code :

This Payment Order is valid upon commencement of the transaction, and shall remain valid
and enforceable for the full term of this transaction and shall apply to any and all renewals,
extensions, rollovers, additions, or any new Agreement between the Buyer and the Seller,
their shareholders and/or assigns. It is unconditional, assignable and divisible to
beneficiaries, heirs and assignees upon written notices to all parties concerned.

TERM & CONDITIONS


This master fee protection agreement covers the initial contract and shall include any
renewals, extensions, rollovers, additions or any new or transfer contract any how originated
from this transaction because of the above intermediaries or changing codes of the initial
contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be
assignable, transferable and divisible and shall not be amended without the express written
and notarized consent of the receiving beneficiary.

All parties agree neither to circumvent nor to attempt circumvent either for the transaction
of this current contract or in the future for a period of seven (7) years from the date of the
execution of this fee protection agreement. This document binds all parties, their
employees, associates, transferees and assignees or designees.

All faxed and/or e-mailed signatures shall be considered as original signatures for the
purpose of binding all parties to this agreement. This document may be signed and in any

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

number of counterparts all of which shall be taken together and shall constitute as being one
and the same instrument.

Any party may enter into this document and the agreement constituted thereby by signing
any counterpart any time, date or period mentioned in any provision of this document shall
only be amended by agreement in writing and signed off by all parties concerned.

Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as
a result of any extension or rolls of the contract and that we shall effect all necessary
documentation with our bank without any undue delays to ensure such commissions and
paid within the terms of the agreement.

PARTIAL INVALIDITY:

The illegality, invalidity and non-enforceable provision of this document under the laws of
any jurisdiction shall not affect its illegality, validity or enforceability under the law of any
other jurisdiction or provision.

GOVERNING LAW AND JURISDICTION:

This document shall be governed and construed in accordance with current English and/or
I.C.C 500/600 signed between partners NCND laws.

ARBITRATION:

All parties agree to refer any disputes between the parties arising out of or in connection
with this agreement including any questions regarding its existence, validity or termination
to arbitration rules of the international arbitration centre (I.A.C). The appointed arbitrator
shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall
apply.

This document is signed and accepted by parties named below as to be included in the main
contract.

For and on behalf of: ___________________________ [Seller]

………………………
(Signature)
Signatory Name :
Passport No. :

For and on behalf of: ___________________________ [Buyer]

………………………
(Signature)

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

:
Signatory Name
Passport No. :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

ACCEPTED, SIGNED AND SEALED WITHOUT CHANGE

Seller Buyer

Printed Name : Printed Name :

Company : Company :

Address : Address :

Tel Tel:

Fax Fax:

E-mail : E-mail:

Passport No.: Passport No.

Date & Time : Date & Time :

Sign / Seal : Sign / Seal :

Seller’s Beneficiary Group 1 Paymaster Seller’s Beneficiary Group 2 Paymaster

Printed Name: Printed Name:

Company : Company :

Address : Address :

E-mail : E-mail :

Passport No.: Passport No.:

Date & Time : Saturday, January 17, 20098 Date & Time: Saturday, January 17, 20098

Sign / Seal : Sign / Seal :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

Buyer’s Beneficiary Group 1 Paymaster Buyer’s Beneficiary Group 2 Paymaster

Printed Name: Michael J. Weiner Printed Name :

Company : PreConstruction Catalysts, Inc Company :

Address : 18156 Darnell Dr, Olney MD 20832 Address :

E-mail : mike@pccfunding.com Tel:


d
Passport No.: 441711XXX Fax:

Date & Time : Saturday, January 17, 20098 E-mail:

Passport No.

Date & Time :

Sign / Seal : Sign / Seal :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

LETTER OF CONFIRMATION NON – SOLICITATION

TO : PROVIDER
REF. : BANK INSTRUMENTS

DEAR SIRS:

I, < FULL NAME OF BUYER > , AS <TITLE> OF < NAME OF COMPANY> AND
AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE REQUESTED YOU
AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND
DOCUMENTATION ON BEHALF OF MYSELF REGARDING TO BANK INSTRUMENTS, TO
SERVE ONLY FOR MY INTEREST, EDUCATION, AND NOT FOR FURTHER DISTRIBUTION.

I HEREBY AGREE THAT ALL INFORMATION RECEIVED FROM YOU IS IN DIRECT


RESPONSE TO MY REQUEST, AND IS NOT IN ANY WAY CONSIDERED OR INTENDED
TO BE A SOLICITATION OF ANY SORT, OR ANY TYPE OF OFFERING, AND FOR MY
GENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I
HAVE REQUESTED THIS INFORMATION FROM YOU AND YOUR ORGANIZATION OF MY
CHOICE AND FREE WILL AND FURTHER THAT YOU HAVE NOT SOLICITED ME IN ANY
WAY.

I HEREBY REPRESENT THAT I AM NOT AN INFORMANT, NOR AN ASSOCIATE OF


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 COMMISSION, BANKING COMMISSION, NOR ANY AGENCY WHOSE
PURPOSE IS TO GATHER INFORMATION REGARDING SUCH OFFERINGS.

I UNDERSTAND THAT THE CONTEMPLATED TRANSACTION IS STRICTLY BANK


INSTRUMENTS, AND THAT IT 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, I HEREBY DECLARE THAT YOU HAVE DISCLOSED THAT YOU ARE NOT
A LICENSED SECURITY TRADER, ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC
ACCOUNTANT OR FINANCIAL PLANNER. ANY INFORMATION, WORK OR SERVICE
CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A
BANK INSTRUMENT TRANSACTION THAT IS EXEMPT FROM THE SECURITIES ACT AND
NOT INTENDED FOR THE GENERAL PUBLIC BUT PRIVATE USE ONLY.

THE FACSIMILE TRANSMISSION OF THIS DOCUMENT SHALL BE CONSIDERED


AS A BINDING AND ENFORCEABLE INSTRUMENT, TREATED AS ORIGINAL COPY.
ORIGINAL MAY BE OBTAINED UPON REQUEST.

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

FOR AND ON BEHALF OF

<NAME OF CORPORATION> COMPANY SEAL

BY:____________________________ DATE: January 17, 2009

Name of Signatory :
Title :
Passport Number :
Country :
Date of Passport Issue :

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

EXHIBIT “A” AFFIDAVIT- MONEY LAUNDERING INDEMNITY

DATE: 17 January 2009


TO : PROVIDER
REF : BANK INSTRUMENTS

DEAR SIRS:

I, MR. ____________ DOMICILE IN TRAVELING ON PASSPORT NUMBER: __________


ISSUED ON _________ DO HEREBY, WITH FULL LEGAL RESPONSIBILITIES, ATTEST,
CONFIRM AND WARRANT AS FOLLOWS:

1. THAT THE SAID ACCOUNT AT _____________ IN ACCOUNT NUMBER: _________


________ ACCOUNT NAME: ___________________ THAT IS FREELY AVAILABLE.

2. THAT THE SAID US$ . ... 0,000,000.00 (. . .. . . . UNITED STATES DOLLARS) IS


GOOD, CLEAN AND CLEAR UNITED STATES DOLLARS THAT HAS BEEN LEGITIMATELY
EARNED OR OBTAINED AND ORIGINATES FROM NON-CRIMINAL AND NON-TERRORIST
SOURCE.

3. THAT THE SAID US$ . . . 0,000,000.00 (. . . ... UNITED STATES DOLLARS) IS


COMPLETELY FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES OF ANY KIND OR
RIGHT OF THIRD PARTY INTEREST.

4. THAT THE SAID US$. … . . , 000,000.00 (...... UNITED STATES DOLLARS) IS NOT
INVOLVED IN ANY BREACH OF LEGISLATIONS AGAINST MONEY LAUNDERING AND
TERRORIST FINANCING IN ACCORDANCE WITH ARTICLE TWO TO FIVE OF DUE
DILIGENCE CONVENTION, THE FEDERAL BANK COMMISSION CIRCULAR OF
DECEMBER 1991 CONCERNING THE PREVENTION OF MONEY LAUNDERING AND/OR
ARTICLE 305 OF THE SWISS CRIMINAL CODE, AND/OR THE THIRD EU DIRECTIVE ON
MONEY LAUNDERING AND TERRORIST FINANCING, AS WELL AS OTHER ENABLING
LEGISLATION IN THE PERFORMANCE OF THE ENVISAGED TRANSACTION.

5. THAT I HEREBY HOLD HARMLESS THE INTERMEDIARIES, SELLER, THEIR


RESPECTIVE DIRECTORS AND OFFICERS.

IT IS AGREED THAT FACSIMILE DOCUMENTS ARE TO BE AS ORIGINALS, WHICH


ORIGINALS ARE AVAILABLE UPON REQUEST.

SIGNED AND SEALED ON THIS 17 January 2009

FOR AND ON BEHALF OF < CORPORATE SEAL >


<NAME OF CORPORATION>

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

BY: _______________________,
SIGNATORY’S FULL NAME:
TITLE:
NATIONALITY:
PASSPORT NUMBER (COUNTRY):
DATE OF ISSUANCE:
DATE OF EXPIRATION:

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

EXHIBIT “B”- BANK GUARANTEE SPECIMEN

BANK GUARANTEE VERBIAGE (ICC 458)


(Specimen copy – Final verbiage as per issuing bank standard ICC format)

Name of Advising Bank : Buyer’s Bank,


Bank SWIFT Code :
Attention Bank Officer : Mr………………………………
Title …………………………….
Name of Issuing Bank :
Issuing Bank address :
Bank SWIFT Code :
Bank Officer :
Bank Guarantee Number:
Beneficiary :
Address :
Currency : EURO
Amount : EURO………………………………
Issuing Date :
Maturity Date :

For the value received, we, the undersigned, …………., hereby issue our irrevocable,
unconditional, transferable, divisible, and without protest or notification, promise to pay
against this Bank Guarantee to the order of …………(Beneficiary) ……..,the bearer or holder
thereof, at maturity, the sum of EURO ……..(EURO …………million only) in the lawful
currency of The United States of America, upon presentation and surrender of this Bank
Guarantee at any of the counters of ………………….
Such payment shall be made without set-off and free and clear of any deductions, charges,
fees, or withholding of any nature presently or in the future imposed, levied, collected,
withheld or assessed by the Government of [Country of Issue] or any political subdivision or
authority and therein and thereof. This Bank Guarantee is divisible, assignable and
transferable without presentation of it to us and without the payment of any transfer fee or
charges.
This Bank Guarantee is governed by the Uniform Customs and Practice for Bank Guarantee
as set forth by The International chamber of Commerce, Uniform Rules for Demand
Guarantees, (ICC Publication No. 458).
This Bank Guarantee shall be governed by and shall be construed in accordance with the
laws of [Country of Issue]. This Bank Guarantee is an operative instrument.
For and on behalf of (name of the issuing Bank)

Authorized Officer Authorized Officer


(Name, Title, Pin Code) (Name, Title, Pin Code)

Bank Seal

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

EXHIBIT “C”- SWIFT MESSAGE SAMPLE

SWIFT MESSAGE

TO :
ADDRESS :
SWIFT CODE :
ACCOUNT OFFICER :

TEL:
FAX:
ACCOUNT NAME :
ACCOUNT NUMBER :

FROM :
ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
SWIFT CODE :
TEL NO. :
FAX NO. :
ACCOUNT SIGNATORY :
TRANSACTION :

WE, (BANK NAME), HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY TO ISSUE THE
MT103/23 PAY ORDER or ICBPO, AS REQUESTED BY OUR GOOD CLIENT
(_______________________) AMOUNTING EURO________ MILLION (EURO __________ MILLION
ONLY). PLEASE LET US HAVE THE PRE-ADVISE BY RETURN SWIFT.

THIS BANK READINESS SWIFT MESSAGE IS VALID FOR TWENTY (20) INTERNATIONAL
BANKING DAYS AND MAY BE VERIFIRD ON A BANK-TO-BANK BASIS.

ON BEHALF OF BANK

BANK OFFICER BANK OFFICER


TITLE TITLE
PIN CODE PIN CODE

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:

EXHIBIT “D” COLOR COPY OF BUYER’S PASSPORT

< Notary Public >

THE ABOVE DOCUMENT WAS ACKNOWLEDGED BEFORE ME THIS _____ DAY OF


____________ 2008, BY (NAME OF NOTARY) __________________, IN THE CITY OF
_____________________, STATE OF __________________, COUNTRY OF
____________________________. MY COMMISSION EXPIRES: __________________.

WITNESS BY MY HAND AND OFFICIAL SEAL:

________________________

(PRINT NAME OF NOTARY)

Seller Initial Buyer Initial

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA


(301) 570-9100 | Fax (240) 363-0062

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