( To be typed or printed on clients’ letterhead)

MANDATE

To : WARREN CLARKE ANDERSON

(Financial Consultant)

ID / PASSPORT NO:______________________

Address:

Country :

Reference : For preparing the possibility of a Capital Acquisition of

US$ _______________ /xx or its equivalent or partial

Amounts of not less than US$ __________________ /xx

Or its equivalent.

1. We agree and accept that, for this Mandate, fees and commissions will be paid as stated in the General Conditions of WARREN CLARKE ANDERSON .

2. We agree, confirm and accept that a commission of US$ _________________ /xx. Being ____% of the

US$________________value of a Bank Guarantee or Standby Letter of Credit issued by the bank / Loan introduced by you and

will be payable to you, for your efforts in assisting us to successfully seek lenders, financial institutions & funding sources to

inject funds required as herein mentioned amount required for the business or project. Your commission is due for

immediate payment at the date the Bank Guarantee or Standby Letter of Credit instrument or Loan is drawn down by our us

and authenticated & confirmation of acceptance / verified by our bankers of these instruments contract between the bank,

financial institution, private lender or private trust fund or sources. Payment of the commission to you will be guaranteed in your

Prescribed form.

3. We agree to pay a down payment , in a sum of US$_________________ / xx being and 20% of the ____% commission in Clause 2, (or it can be in a form of a irrevocable payment guarantee by your bank in our prescribe format acceptable by our bankers), when the Bank Guarantee or Standby Letter of Credit or loan is issued in principle through the bank, financial institution or sources and the letter of intent issued or offered to release the Guarantees Instruments for pledging to lending bank or bank loan disbursement assigned by borrower, whichever is the sooner. This down payment of commission will be forfeited if we default or fail to honor any of the terms and conditions laid out in this Mandate or setout by the sources.

4. We agree to pay a sum of US$ ___________________ /xx (Non-Refundable & Non Accountable) being the Management and Professional Service & Administration Fee charged by you and payable to you. And the 20% of the actual commission of US$__________________being down payment upon the issue of Intent or offer from the issuing fiduciaries, Banks, Financial Institutions, private trust or sources, arranged or introduced by WARREN CLARKE ANDERSON, direct funding or the financial instruments to pledge to lending bank assigned by us the borrower and its agents, affiliates, partners and indirect associates. This fee is subject to change from time to time and it is Non-Refundable and Non-Accountable.

5. We agree and confirm that we would not contact the banks, financial institutions, private lenders or private trust funds, securities houses, sources and their intermediaries and agents or brokers disclosed by WARREN CLARKE ANDERSON (FINANCIAL CONSULTANT) for the purpose of providing loans and capital for our projects or business. Notwithstanding Clause 6, this condition is binding on us for three (3) years from the date hereof. We agree and accept that if we were successful In transacting with such banks, financial institutions, securities houses, private lenders or private trust funds disclosed by you, in obtaining a loan or capital required within this three (3) year period, we shall be liable to pay WARREN CLARKE ANDERSON your commission of _______% of the Bank Guarantee or Standby Letter of Credit instruments or a loan from the source In the total value accepted.

6. We agree and accept that in the event that we are successful in obtaining Bank Guarantee or Standby Letter of Credit or any banking financial guarantee instruments or loans ourselves while engaging your services, we would still be liable to pay WARREN CLARKE ANDERSON an amount of 20% of your commission, being the down payment.

7. This authorization to WARREN CLARKE ANDERSON is for the possible arrangement of a loan or capital required for my project or business and carries a full contractual obligation upon ourselves and shall remain in force for a period of ninety (90) working days hereof.

8. In the event that any agreement or stipulation contained herein on our part to be performed and observed shall not be so performed and observed or if we for the time being shall become bankrupt or being a company shall enter into liquidation whether compulsory or voluntary (save for the purpose of amalgation or re-construction) or if we for the time being shall enter into arrangement or composition for the benefit of our creditors or shall suffer any distress or execution to be levied on our assets (goods) then and in any of the said cases it shall be lawful for WARREN CLARKE ANDERSON to commence any action in respect of any antecedent breach of this Mandate by us.

9. WARREN CLARKE ANDERSON would accept mandate, terms and conditions of which are to be provided by you, provided by the Lending Bank or Financial Institutions, Private Trust and Fiduciaries.

10. We also acknowledge that it is our responsibility to provide the Lending Bank. However, WARREN CLARKE ANDERSON may assist in sourcing the lender / Lending Bank.

11. We fully understand that arranging for the Lending Bank is our responsibility. Your Principal’s responsibility is to supply us the issuing sources or lending sources.

12. We also realize that we run the risk of losing the deal if we do not meet the Lending Banks and issuing banks terms & conditions. We also understand that your principal will also lose the portion of the commission that they have financed and their Company’s commission which is payable when our project is funded, if we do not arrange for the Lender/Lending Bank.

13. The Lender/Lending Bank must abide by the conditions of your Principal’s Agreement and the Guarantees or Collateral, Assets and Financial Instruments. There cannot be any changes to either their Agreement or the Financial Instruments.

14. We are to be held responsible for the fee(s) and commissions imposed / laid out in the Mandate and for completing the loan transactions respectively.

15. This Mandate is subject to the “General Conditions governing Mandates for Obtaining Loans or Capital Investments or Financial Instruments” through offshore sources, prescribed by WARREN CLARKE ANDERSON. As the Financial Consultant authorized by the client in writing.

Dated this________day of_________________ In the Year 2000

___________________________ _________________________

Managing Director Director

Company Stamp / Seal :

Note : Please execute attach Company Directors’ Resolutions undertaking / approving

the above.

(To be typed over the company’s letter head )

DIRECTORS’ RESOLUTIONS IN WRITING

We, the undersigned, being directors of _____________________________

do hereby sign the following resolutions in accordance with the Memorandum and Articles of Association.

IT WAS RESOLVED:

That, to realise the Company’s business and project plans,

· With the assistance of WARREN CLARKE ANDRSON, of Id / Passport No.__________________., to assist in a Business Report be lodged with the Banks, Financial Institutions, Securities Houses, Private Lenders, Private trust funds or sources for the latter’s review, for the purpose of obtaining a Loan, Collateral Instruments, Financial Instruments, Guarantees or for a Loan Capital amount of US$ _________________/xx Maximum & not less than US$ _________________/xx

· Subsequently, using the above-mentioned Instruments as Guarantee, an application for a loan through the Lending Bank of an amount of US$_______________/xx & not less then US$ __________________/xx be made with a Lending Bank or Financial Institution supplied by us.

(But Warren Clarke Anderson can be of assistance, if required from time to time.)

Dated this _______ day of ____________________ In the Yr. 2000

Director Managing Director

General Conditions Governing Mandates for Obtaining Loans or Capital Requirements.

We accept mandates from clients with the purpose of obtaining loans or Financial Guarantee Instruments from Banks or sources and Capital Requirements from Financial Institutions, Securities Houses , Private Lenders and Private Trusts and Sources in the Asia – Pacific region or elsewhere under the following conditions :

1. A written agreement with the client will specify the scope of activities that are to be handled by WARREN CLARKE ANDERSON in a defined project and / or loan, Financial Guarantee Instruments or capital required scheme.

The client will give the necessary support in the project, especially by delivering the requested information on the borrower (financial status, annual reports, etc.) and the project(s) to be funded.

The client warrants the accuracy of the information furnished in respect of the borrower and the project(s) to be funded and agrees to hold WARREN CLARKE ANDERSON holder of Id / Passport #: ________________ harmless from any liabilities or damage arising out of out-dated, incorrect, inaccurate or undisclosed, or any hidden information.

2. Mandates for obtaining loans or Financial Guarantee instruments or capital are principally accepted on the basis of compensation upon success. A commission of 3% to 5% of the loan amount is due only if the loan or capital requirements described in the mandate can be obtained.

3. Notwithstanding Clause 2, a downpayment, which is our Professional arrangement & Processing Fee, is payable upon engagement and application. This downpayment will be professional services & submission for processing, administration costs and disbursements incurred whilst sourcing and arranging for your loan, Financial Guarantee Instruments or capital request. Amount of fee will be stipulated at time of application.