Agreement

This Agreement is made and entered into this --------day of April 2005, by and
between:

----------------------------, a limited liability company, duly organized and existing

under the laws of the United Arab Emirates, having its domicile for the
purposes of this Agreement at ----------, Dubai, P.O. Box: --------, Tel: -----------,
Fax: -------------------, represented by ------------------------, as ------------------,
(hereinafter the “Main Sponsor”), of one part, and

---------------------------, a company duly existing under the laws of the UAE,

holding Commercial License No. (------------), having its domicile for the
purposes of this Agreement at ----------------, P.O. Box: ------ Tel: --------------,
Fax: ----------------------, represented by -----------------------, General Manager,
(referred hereinafter as “The Hotel”), on the other part

WHEREAS;

The Main Sponsor is the sole and exclusive distributor in the UAE for the
passenger cars, commercial vehicles, spare parts and its related accessories
that are manufactured under the brand --------- in the UAE (“Territory”),

The Hotel is willing to host a ------------------------- event under the name of

-------------------------------------- (the “Tournament”), which shall be conducted
between ----------------------,

The Tournament shall attract top ranked players from different countries
including the GCC, India, Egypt, Russia, Tunisia and a many more, aiming to
expose the local talents quality competition,

The Hotel offered to the Main Sponsor, and the Main Sponsor is desirous, to
support this event as per the terms and conditions herein set forth,

NOW THEREFORE, and in consideration of the mutual covenants and

undertakings herein contained, the parties agree as follows:

1. Preamble

The preamble shall constitute an integral part of this Agreement

2. Scope of Work

2.1 The Hotel shall conduct a massive advertising campaign (the

“Campaign”) in the Territory in order to promote and market the
Tournament as well as to attract more spectators to this event

2.2 The Hotel acknowledges that it is obliged, at hits own responsibility

and cost, to obtain all the permissions and authorizations required for
Campaign.

2.3 In consideration of the Main Sponsor’s covenants contained herein,

The Hotel undertakes to deliver the following services:

2.3.1 To place the logos, emblems and the official commercial

name “----------------------------------” on all of The Hotel’s
advertisements, promotions, press announcements, flyers and
any media channel the Hotel might use in his Campaign

2.3.2 Referring to the tremendous role of the Main Sponsor to

make The Tournament succeeded in all the press releases and
conferences that The Hotel intends to conduct

2.3.3 The above official name of The Main Sponsor and his
logo shall be placed on the entry forms and all stationary
associated with the Tournament

2.3.4 Afford vast array of locations and spots inside the Hotel
premises including the press conference venue and the tennis
courts, where the Main Sponsor can place at and locate various
number of banners, according to his sole discretion. For the
purposes of this Agreement, the Main Sponsor acknowledges
that all the production charges and fees of such banners,
including the artwork and printing shall be borne by him

2.3.5 The Hotel shall invite a representative of the Main

Sponsor to attend the press conference, which shall be held in
two weeks prior to the commencement date of the Tournament

2.4 In consideration of the foregoing, the Main Sponsor undertakes to

handover to The Hotel, free of charge, a brand new ---------------- (the
“Vehicle”) at a cost of AED -----------, excluding insurance and
registration fees which shall be borne by the Hotel.

2.5 Nothing in this Agreement shall limit or restrict the power of the
Main Sponsor to contribute and support any other similar or different
event to any other hotel without the need for any prior notice or
approval nor any objection from the Hotel whatsoever
3 Insurance, Registration and Delivery of the Vehicle

Once the Main Sponsor receives the insurance and registration

charges from the Hotel, it will transfer the ownership of the Vehicle and
deliver it registered in the name of the Hotel. For the purposes of this
Clause, the Hotel authorizes the Main Sponsor to do the following on
its behalf:

3.1 To seek a comprehensive insurance coverage for the Vehicle from

any of the insurance company that operates in the UAE as the
Main Sponsor deems appropriate.

3.2 The term of the comprehensive insurance policy shall be --months,

and the geographical area shall be the UAE.

4. Mortgage of The Vehicle

The Vehicle shall be mortgaged in the favor of the Main Sponsor at

Dubai Police Traffic Department throughout the Term of this Agreement
and shall remain so until the Main Sponsor utilizes and get avail from
the services above.

5. Term

This Agreement shall be valid for a period of --- days commencing Date
------------------ to -----------------.

6. Termination

6.1 Either party shall be entitled to terminate this Agreement forthwith by

giving a written notice to the other party, in the event any of the
following events:

6.1.1 If the party commits a material breach of its obligation or

covenants under this Agreement and fails to remedy such
breach within (3) days from the date of the other non-breaching
party’s written notice on the same.

6.1.2 If the party was exposed to bankruptcy, insolvency,

liquidation, provisional attachment and/or become subject to any
relevant action by any third party

6.2 Notwithstanding the foregoing, the Main Sponsor shall be entitled to

terminate this Agreement at any time in the event any of the
following events:
 6.2.1 The Hotel shows incompetence and/or incapability to
render the quality service or fails to comply with the
professional standards

6.2.2 Enactment or enforcement of any law or regulation

(federal or local) that would preclude or impede The Hotel
from carrying on The Tournament and/or to conduct the
Ad. Campaign.

6.3 Upon termination, The Hotel undertakes to pay cost of the Vehicle
in cash to the Main Sponsor taking into consideration that:

a. The retail price of The Vehicle is AED. ------------------.

b. -------% of the Vehicle value represents the
Sponsorship of the tennis tournament according to the terms
detailed herein.

6.4 Notwithstanding anything herein contained, the Main Sponsor shall

have the right to take back the Vehicle immediately and claim for
compensation for incurred damages, upon the termination of this
Agreement for any of the above reasons.

7 Notices

All notices, correspondences, demands and other communications

between the parties shall be given in English and shall be made either
by hand, courier and faxes to the addresses of the parties first above
mentioned. Any change to the location of either party, shall be notified
to the other party within (3) days of such change.

8 Entire Agreement

This Agreement along shall be constituted the entire Agreement

between the parties hereto, and shall supersede all the previous oral
and written agreements, negotiations and commitments with respect to
the subject matter hereof. This cancellation, however, shall not effect
any previous obligation incurred by the Hotel.

9 Assignment

Unless otherwise provided in this Agreement, neither party shall assign,

transfer or otherwise dispose of this Agreement in whole or in part any
of its obligations to any third party whatsoever, unless the other party
consent in writing on such assignment.
10 Waiver

The failure of either at any time to conform to the provisions of this

Agreement or to exercise any granted right herein, shall not be
considered as a waiver thereof or any of the other provisions hereof.

11 Governing Law

11.3 This Agreement shall be governed and interpreted in

accordance with the laws of Dubai and the U.A.E.

11.4 All and dispute would arise between the parties from the
interpretation of this Agreement or for any other reason, shall be
amicably resolved, however in case of failure, such dispute shall
be referred to the Courts of Dubai to settle this matter.

IN WITNESS WHEREOF, the parties have caused two original copies of this
Agreement to be signed and sealed by their authorized signatories on the day
and year first written above

Main Sponsor 2nd Party

Signature: Signature: