AGREEMENT OF FINANCIAL PARTNERSHIPS

AGREEMENT REFERENCE: ______/___/____ This Agreement is made on this ____ of ___________ 2010 by between: M/S. ______________________________ A corporation registered under the Addressed at : __________________________________________________________ ____________________. Dully represented by Mr. ______________________ the _______________ who acts on behalf of the Company, with full power to underwrite this contract, hereinafter referred to as PARTY I AND Mr.___________________________, an entrepreneur based in _______, ________________, acts on own behalf. Who acts as authorized signatory with full powers to underwrite this contract, hereinafter referred to as PARTY II THE PARTIES DECLARE THEIR INTENTION TO CONCLUDE THE PRESENT AGREEMENT AND IT S HEREBY AGREED AS FOLLOWS: 1. The PARTY I is Ready, Willing and able to provide cash funds hereinafter referred as FUNDS for a face value of 000,000,000.00 US Dollar. (____________ Million US Dollar) The Funds are free and clear of any liens or encumbrances legally earned for INVESTMENT in the MIDDLE EAST to benefit both parties. 2. The PARTY II is Ready, Willing and able to accept the Cash FUNDS provided by PARTY I for investment in real estate and development projects in the GCC States out of which PARTY I and PARTY II will both benefit from the profits derived from the Transaction. PARTY II Further guarantees that the subject FUNDS shall be use for the purpose intended and the investments shall be legal. Now, therefore in consideration of the mutual convents, undertakings and agreements the Parties agree as follows: 3. PARTY I Obligations: 1. The PARTY I is fully and legally responsible for providing the CASH FUNDS. Page 1 of 6

4. PARTY II Obligations: 2. The PARTY II is obliged directly or through its organization to provide the necessary security and guarantees for the FUNDS entrusted to them by PARTY I and shall be responsible for the safe keeping, transportation and utilized such FUNDS as per the terms and conditions of this agreement. 3. The PARTY II will put into effect the obligations stipulated to satisfy PARTY I. 5. PARTY I and PARTY II Obligations: Release of Debts 4. No PARTY shall compound, release, or discharge any debt that shall be due or owing to the partnership, without receiving the full amount of the debt, unless that partner obtains the prior written consent of the other partners to the discharge of the indebtedness. Covenant against Revealing Trade Secrets 5. No PARTY shall be terminated during the continuance of the partnership or for FIVE (5) years after it is termination, by any means divulge to any person not a member of the firm any trade secret, special information employed in or conducive to the partnership business and which may come to the partners knowledge in the course of this partnership without the consent in writing of the other partners, or of the other partners heirs, administrators, or assign 6. Both PARTIES can renew the agreement for the same period for FIVE (5) years 6. Payment of Fees 7. PARTY II shall be obliged to meet the fee payments as per pre-arranged agreements. 8. Each PARTY obliged to pay the Insurance Company of _._% (One point Two Percent) of the total amount of the Capital. 9. PARTY II shall be obliged to meet the fee payment as Irrevocable Fee Protection for the Broker. Page 2 of 6

10. Both PARTIES agreed to distribute the investment net profit as 80% (Eighty Percent) for Party One, 20% (Twenty Percent) for Party Two and 2% (Two Percent) for Broker that will be deducted to the Party Two given after the deal was settled. 7. Duration and Validity of the Agreement and other Terms: I. This Agreements shall be in place and valid for a period of FIVE (5) YEARS from the date signing it, and in any case it will terminate in Six (6) Months after the maturity time frame of the projects, distribution of funds, repayment of Capital and Profit sharing. II. The facsimile copy of this contract, signed by both Parties, is legally valid; the originals will follow by courier. III. This Contract is made in three (3) copies all having legal force. IV. All the Attachments are integral parts to this contract. V. Any modification, amendment and / or alternation to the present terms and conditions must be in writing and agreed by both parties. VI. The Contract must be signed by all Parties for acceptance and validity 8. Execution of Agreement All Parties confirm they are fully empowered, legally qualified and duly authorized (if relevant) by Resolution of their Board of Directors and that they will bound by the terms and conditions of this Agreement. 9. Force Majeure The customary force Majeure clauses of the International Chamber of Commerce (ICC) Paris are to be applying to this Contract being the latest edition or revision of those clauses. It is understood and agreed that in the event of Force Majeure, War or Civil Commotion which may occurs in one or more of the Countries identified in this contract shall have partial or total effect and which may cause one or both Parties to become non performing will cause the Contract to be stopped terminated.

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10. Non-Circumvention, Non-Disclosure and Non-Solicitation Rules The Non-Circumvention, Non-Disclosure and Non-Solicitation rules are those established by the ICC-400,500 latest edition or revision. The rules stated by the above Publications will remain in force for Three (3) years after the expiry of this Contract. 11. Recitals Whereas the Party I declares his financial capabilities and expresses his desire and interest in investing an amount of $ 000,000,000.00 USD (_________ Million US Dollar) in a feasible project in cooperating with the Party II as an expert businessperson. Moreover, whereas the Party II declares that he has good business, management and investment experience, and he declares that he has some feasible project and he interests and seeks for a financier partner to cooperate with him in the investment fields, thereof both Parties desire to join for the pursuit of common business goals. Both Parties desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. In consideration of the mutual promises contained in this agreement, Parties agree as follows: Name, Purpose, and Domicile 11. The name of the Parties shall be from __________________ and the Parties will be conduct for the purposes of REAL ESTATE ACQUISITIONS AND VARIOUS OTHER BUSINESSES. The principal place of business shall be in any Arabian Country, unless relocated by majority consent of the Parties. Division of Profits and Losses 12. The Party I shall be entitled to 80% (Eighty Percent) and the 20% (Twenty Percent) and 2% (Two Percent) Commission will deducted to the 20% (Twenty Percent). 13. The net profits of the business, and all losses occurring in the course of the business shall be borne in the same proportion, unless the losses are occasioned by the wilful neglect or default, and not the mere mistake or error, of any of the parties, 14. In which case the loss so incurred shall be good by the parties through whose neglect or default the losses shall arise. Page 4 of 6

15. Distribution of profits will make on the ____ Day of each year. Advance Draws 16. Each parties shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered in the books of the partnership the terms of agreement, giving the date, the amount to be drawn by the respective partners, the time at which the sums shall be drawn, and any other conditions or matters mutually agreed on 17. The signatures of each party will be affix on the books of the partnership. 18. The total sum of the advanced draw for each parties shall be deducted from the sum that parties is entitled to under the distribution of profits as provided for in Article Ten. Salary 19. No Party shall receive any salary from the partnership, and the only compensation to be paid shall be as provided in Articles Ten and Eleven
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12. Arbitration Any dispute, controversy or claim arising from and between the associated Parties to this Agreement and which cannot be directly settled between the parties, shall be settled by arbitration in accordance with the rules of the ICC (latest revision), Paris and its decision shall be final. It is therefore, now agreed that the result of the Arbitration is deemed to be enforceable under any jurisdiction to which one of the Parties is subject, and this shall be binding on either of the Parties to this Contract. 13. Jurisdiction Clause Swiss Law and associated relevant rules shall govern this Agreement and shall apply to any action directly or indirectly related to this Contract. The place of jurisdiction shall be Zurich.

IN WITNESS THEROF, the Parties have hereto set unto their hands to confirm the terms and conditions of this Agreement. Page 5 of 6

SIGNED AND SEALED THIS DAY, ____ of ___________ 2010, IN KUALA LUMPUR, MALAYSIA FOR AND ON BEHALF OF BOTH PARTIES:

PARTY I SIGNED NAME PASSPORT NO TITLE & AUTHORITY DATE WITNESSED BY: NAME: ) ) ) ) ) ) ) _____________________________ Mr. ____of _____________ 2010 _____________________________

[SEAL] PARTY II SIGNED NAME PASSPORT NO TITLE & AUTHORITY DATE SIGNED NAME PASSPORT NO TITLE & AUTHORITY DATE ) ) ) ) ) ) ) ) ) ) _____________________________ Mr. BENEFICIARY ____ of _____________ 2010 _____________________________ BENEFICIARY ____ of ___________ 2010

WITNESSED BY NAME

) )

_____________________________

[SEAL] Page 6 of 6