XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

1 of 6

SALES AND PURCHASE AGREEMENT

CONTRACT AGREEMENT FOR THE PURCHASE AND SALE OF GOLD BARS Contract No:2011/016762 5th ,December, 2011

BETWEEN [hereinafter referred as the Seller]. With head office in by Mr. . (Managing Director) Passport No. .. And Buyer: .................................................................... head office in by Mr. . (Managing Director) Passport No. .. WHEREAS: Seller agrees and warrants, under penalty of perjury, to sell AU Gold in the form of Semi-Refined Gold Bars. WHEREAS: Buyer agrees and warrants, under penalty of perjury, to Purchase the Seller's Gold bar for a period of 1 year. NOW THEREFORE: In consideration of the promises and mutual covenants herein set forth, both Parties agree to the Terms and Conditions as follows: SCOPE OF AGREEMENT A. The Seller, under full authority and responsibility, represents that he has the clear and qualified right to sell the Gold bar. B. The Buyer, under full corporate authority and responsibility represents that he has the full financial capability to purchase the Gold bar. C. This agreement is not Transferable, Assignable by both/any of the parties. COMMODITY SPECIFICATIONS A. Commodity - Aurum Utallum (AU), GOLD Bars. B. Quantity 100Kgs (Hundred Kilograms) (KG) deliverable during 12 month. The quantity of Gold to be delivered each month will be agreed before each shipment. C. Form Bars. D. Purity 96 % Minimum, to 98.6% Maximum. E. Finesse - 22 Carats plus Minimum to 23.6 Carats of gold bars. F. Assay - Final Assay Report to be made at and by Buyer's Nominated Refinery, the Value on the Assay. The Assay Report shall be accepted by both Buyer and seller. G. Origin .Congo/Tanzania H. Packing - Export Package Boxes suitable for international transportation of precious metals. I. The Price 38000USD PER 1kg of Au QUANTITY A. The total contractual quantity under the terms of this Agreement shall be fixed for CIF price US$ ../KG against the 98.6% purity gold. (Per 1 (one) year, with terms and conditions revised every 12 (twelve) months, with possible rolls & extensions.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
B. The goods will be delivered every month for a period of continuous 12 (twelve) months, with possible rolls and extensions. The quantity of Gold to be delivered each month will be agreed before each shipment. D. Each Tranche shall be delivered upon good and satisfactory delivery of the previous Tranche and upon satisfactory payment settlement to the Seller. PRICE The Price is agreed as USD $ 38000USD (Thirty eight thousand united states Dollars) per KG against 98.6% purity gold) on a fob basis. DELIVERY TERMS A. The delivery terms for this Sales and Purchase Agreement shall be [By Air Freight] to the Buyer's destination in ................. at the Buyer's Nominated Refinery. B. Each part is responsible for all local taxes and expenses in own countries also travel costs of the own representatives. C. Buyer is responsible for all charges at the Nominated Refinery. The Gold bar goes into the account of the Buyer at the Refinery on arrival. D. The Seller shall notify the Buyer for the delivery time of each tranche, in return the Buyer should acknowledge the receipt of the same. E. Seller shall ship direct to the Buyer's destination. Prior to Aircraft Departure from Point Of Origin, the Seller shall notify Buyer; the Airline, Flight Number, Date of expected Departure and Arrival date and time. The Buyer, on behalf of Seller, shall clear the Import Customs and other VAT taxes applicable. PAYMENT TERMS The buyer will pay to the seller 50% as down payment against Down payment Guarantee issued by the Seller's bank under the Seller's instruction in favor of the Buyer. The Advance Payment Guarantee must provide return of the sum in case goods are not delivered or Contract is not preceded by reason. Remainng 50% will be payable at buyers destination where buyer will go together with seller.Payment shall be made within Maximum of 5 (five) banking days after the Final Assay Report which is issued by the Buyers Nominated Refinery; the payment shall be made by T/T to the Seller's nominated Bank Account, as follows: BANK INFORMATION:
2 of 6

NAME OF BANK: ADDRESS : Swift Code : Account Number: Account Name : Account Officer :TELEPHONE NO:

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 3 of 6
A. The agreed price shall be paid in full on Final Assay Report stating not less than 98.6% minimum. B. Certification can be delayed for an additional two (2) business days for conditions. BANK COORDINATES The Bank MT799 (prove of found) from Buyers bank shall be sending to the Seller's bank as stated below: Seller's Bank Coordinates: Seller Bank detail:

Bank Name: Bank Address: Account Name Bank Office DDI: Email: Swift Code Fax:
Buyer Bank detail:

Bank Name: Bank Address: Account Name A/C Number: IBAN(USD) Swift Code
DOCUMENTS Each shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegate's arrival at the port of destination: A. Three original of Commercial Invoices in favor of the Buyer. CONTAINS GOLD DEPOSITS SUBJECT TO FINAL ASSAY FORM ___________ REFINERY at __________ B. Certificate of Origin. C. Certificate of Ownership. D. Declaration that the product is free and clear, of non-criminal Origin, unencumbered and free of any liens, transferable and exportable. E. Export Permit. F. Full set Airway bill, marked "air freight Pre-paid", [PRECIOUS CARGO]. G. Government assay should be included. H. Documentation, that all taxes are paid. I. Certificate of Insurance. TITLE TO GOODS The Title of the Gold Bars shall not pass from the Seller to the Buyer until refined. The goods shall go into the account of the Buyer at the refinery of HK with the necessary documents during refining. Buyer shall not take physical possession until Final Assay Report from the refinery is accepted by both parties and T/T is cleared by both Banks. CLEAR TITLE Seller confirms and warrants that the Title of the Gold bars to be sold herein shall be free and clear of any and all Liens and/or encumbrances and Seller states that the Gold bars is not of terrorist and/or criminal origin.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
WARRANTIES A. The duties in country of export are covered by the Seller. B. Seller warrants that the commodity can be lifted without restrictions anywhere in the world. C. The Seller agrees to accept the final assay report at Buyers designated refinery, the payment have to depends on the final assay report at Buyers designated refinery. D. Additional charges due to the excessive impurity content will be deducted from the amount payable to the Seller. APPLICABLE LAW AND JURISDICTION Any action or legal proceeding related to this Agreement shall be adjudicated under the laws and venue of the ICC. Should either party not perform exactly within the terms and conditions of this Agreement, the other party shall give notice regarding the non-performance, whereupon the nonperforming party must comply with their obligations within Seven (7) Days or this Agreement shall be canceled without further notice. This Agreement shall be governed by the Uniform Commercial Code as interpreted by the Federal laws and courts under the interpretation of the INTERNATIONAL CHAMBER OF COMMERCE (ICC) Any disputes arising out of, or in context with this Agreement or related to any agreement concluded as a result of this Agreement shall be settled by Arbitration. The seat of the arbitration tribunal shall be under the rule of conciliation and arbitration of the International Chamber of Commerce Court of Arbitration, and the English language shall be the language of the contract and proceedings. Arbitration place should be in Hong Kong. JOINT DECLARATION The SELLER and BUYER each declare unto one another that the AU commodity offered herein for sale, and the origin of the funds used for purchasing the AU commodity, do NOT contravene: The Drug Trafficking Offenses Act 1986, The Criminal Act 1988, the Prevention of Terrorism (Temporary Provisions) Act 1989, The Criminal Justice (International Co-operation) Act 1990, The Criminal Justice Act 1993, and the Money Laundering Regulations 1993, or any other illegal or criminal activity. And accordingly each party to this agreement indemnifies each other against any such allegations which or may not be made in the future. FACSIMILE COPIES AND COMMUNICATIONS This Agreement shall be accepted to be legal and binding by both parties if executed and sent by fax and/or email direct to the parties concerned at the numbers contained within this Agreement.
4 of 6

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
5 of 6 FORCE MAJEURE The parties hereto shall not be held liable for any failure to perform under the "Force Majeure" clause as regulated by the International Chamber of Commerce, Paris - France which clauses are deemed to be incorporated herein. SEVERABILITY CLAUSE If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in Conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE) Both Buyer and Seller acknowledge that the harm to the other party would be substantial and therefore the Seller and Buyer agree to abide by the Customary International rules of noncircumvention and non-disclosure as established by the International Chamber of Commerce in Paris, France for a period of one (1) year from the date hereof. Said Non-circumvention and non-disclosure shall include, but not be limited to communicating with each other's banks, refiners, Representatives of Buyer dealing with Customs, brokers or Seller's mandate. The understanding and accord of this subparagraph shall survive the termination of this Agreement. All intermediaries involved who have strived in gathering efforts to conclude the positive closure of this contract are and shall be protected by a Fee Protection Agreement duly signed and sealed as integral part of this Contract. BINDING AUTHORITY This Agreement is binding upon the parties hereto, their assigns and successors and is signed with full authority to act. TOTAL AGREEMENT This Agreement supersedes any and all prior agreements and represents the entire Agreement between the parties. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties. SIGNATORIES Each of the parties hereto confirms, under penalty of perjury, that each has full legal and lawful authority to execute this contract and therefore all terms and conditions shall be fully binding. The parties have entered into this Contract in good faith and each shall use its best efforts in the full spirit of co-operation to promptly achieve the purpose set forth herein. A facsimile copy of this Agreement shall be deemed legally binding as being fully executed in accordance to the parties herein and to include their heirs, executives, administrators and assignees.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
6 of 6

EXECUTION OF THIS AGREEMENT The terms of this Agreement shall be Confirmed and signed by the Buyer and the Seller via facsimile or Email. Said executed facsimile or email shall be binding and initiates and concludes the legal liabilities between Buyer and Seller of this contract. By signing below, both parties abide by their corporate and legal responsibility, and execute this contract under full penalty of Perjury. This contract is established in 4 (Four) original copies, which have to be signed in front of the public notary and legalized by the respective authorities. The parties accept that signed copies and messages by fax shall have strength of right and shall be efficient. However, both parties, Buyer and Seller have read and approved all terms of this contract. BY SIGNING BELOW, both parties abide by their corporate and legal responsibilities and execute this Agreement under full penalty of perjury. Sworn, signed, and certified under the pains and penalties of perjury. FOR & ON BEHALF OF THE BUYER AND THE SELLER SELLER: Name: Title: Managing director Passport No: Signature: Date: BUYER: Name: Title: Passport No. : Signature: ..