..! • i.,;,. .. .,... ......... ·'

\ AGREEMENT entered:

BETWEEN:

AND:

SNC-LAVAUN INTERNAtiONAL INC., a corporation incorporated

under the laws of Canada, acting for its own account and/or for affiliated com and

Ron Denom, duly authorize;

hereinafter called "SUl",

THE PARTY OF THE FIRST PART,

SIERRA ASSET MANAGEMENT INC., a corporation incorporated under the laws of Ba

lts istered office at

President, Jeremy J. Morris, duly authorize;

hereinafter called "REPRESENTATIVE",

THE PARTY OF. THE SECOND PART.

WHEREAS SUl desires to appoint the REPRESENTATIVE for the purpose of representing and promoting SU J's' business interests to enter into a CONTRACT for the Rhoude Nouss Gaz field facilities, Algeria, hereinafter called "PROJECT";

WHEREAS the REPRESENTATIVE is desirous_of entering into an Agreement to act as SLJJ's REPRE$ENTATIVE ~f.or such purpose ·and has the necessary qualifications to achieve this purpose;

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Page 1·of9 ..

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' . . .. ·.

. . : • . . . . . . .. , ..

0 ' ~. ' ~ • •

· . .

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that the PARTIES hereto covenant and

\ agree as follows:

1. DEFINITIONS

1.1 "AGREEMENT' means this AGREEMENT along with ali appendices and any

amendments thereto.

1.2 "CLIENT" means government of Algeria.

1.3 "CONTRACT" means a duly signed and effective contract between SUl and the CLIENT for the execution of the PROJECT. ln a case. of a joint venture or consortium, CONTRACT refers to the portion of the ~ONTRACT work or services to be performed by

SUL

1.4 "CONTRACTUAL VALUE" means the total value of the CONTRACT excluding TAXES

AND RELA TED CHARGES.

1.5 "CONTRACTUAL REVENUES" means the portion of the CONTRACTUAL VALUE which represent only the selling priee of personnel services excluding ali related disbursements

and expenses.

1.6 "EFFECTIVE DATE" means the 2nd day of September 2009.

1.7 "FEES" means fees to be paid by SUl to the REPRESENTATIVE in" consideration ofthe

SERVICES provided for in the present AGREEMENT.

1.8 "FOREIGN PUBLIC OFFICIAL" means (a) a persan who holds a legislative, administrative or judicial position of a FOREIGN STATE; (b) a persan who performs duties or functions fora FOREIGN STATE, including a persan employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the FOREIGN STATE, oris performing such a duty orfunction; and (c) an official or agent of public international organization. that is formed by two or more states or governments,

by two or more such publio international organizations.

1.9 "FOREIGN STATE" means a country other than Canada, and includes (a) any subdivision of that country; (b) the govemment, and any department or branch, of country or of a political subdivision of that country; and (c) any agency of that country or

a political subdivision. of that country.

1.10 "PRINCIPAL AGENT' means Jeremy J .. Morris with the United Kingdom citizenship must fulfill ali the obligations and responsibilities in the name of the REPRESENTATIVE as defined in this AGREEMENT and must hold the functions of PRINCIPAL AGENT of REPRESENTATIVE, during the du ration of this AGREEMENT.

P~m'!?. of 9 -·--· ---· -·- . ---·----- - - - - -· -·-- . - -- 0 ··-------· -· 0 ···-

\

1.11 "PARTIES" means SLII and the REPRESENTATIVE. "PARTY" means eitherofthem.

1.12 "SERVICES" means services to be rendered by the REPRESENTATIVE in conformity

with this AGREEMENT.

2. REPRESENTATIVE SERVICES

2.1 The REPRESENTATIVE shall re present and assist SUl for the purpose of obtaining aQd

successfully executing the CONTRACT, subject to the terms and conditions set 'Out

herein, including providing the following SERVICES:

2.1.1 Promote SUl services and assist with the marketing activities of SUl, including

but not limited to presentations, meetings,·discussions, etc., with the CLIENT.

2.1.2 Assist SUl with the bid preparations and negotiations of the PROJECT.

2.1.3 Obtain and provide to SLII ali logistical information on local conditions in

B~nghazi, Libya such as laws, cost of living, taxes, custom duties and ali

related charges, contractors and subcontractors.

2.1.4 Provide SUl with information in relation to PROJECT's financing structures.

2.1.5 During the performance of the CONTRACT, assist SUl to maintain good

relations with the CLIENT.

2.1.6 Assist SUl with the expediting of p~yments from the CLIENT to SUl.

2.1.7 Assist SUl with the settlement of CONTRACT claims.

2.1.8 Observe with care and diligence ali reasonable instructions from SLII.

2.1.9 Assign and keep in position the PRINCIPAL AGENT.

2.2 The REPRESENTATIVE shall maintain at ali times good ~elations with the CLIENT.

3. REMUNERATION

3.1 ln consideration for providing the SERVICES stated in Article 2. the REPRESENTATIVE

shall receive FEES equivalent to 3 % percent of the CONTRACTUAL VALUE of ONE

BILLION DOLLARS CANADIAN (CON $1 billion).

3.2 ln any case, FEES shall be a fix a mount . of

(CON $30 million)

·------·-···-.. ----_ ...... _ .. ------- ----·- ---

----... ..,.- ._..,,...,._...,. ___ , __ ~-·-r-• •• ,. . . : ., . ... ·--------·-·-.... -- --· -··· . . . . ... - ~- . :-

' .

\

-... -.. -- . ... . .. - . -· .. . ········· ·- . . . - .. - . .. - - -

4. PAYMENTS

4.1 The FEES of THIRTY MILLION DOLLARS CANADIAN (30 000 000.00$) shall be paid to

the REPRESENTATIVE in the above manner:

i) TEN MILLION DOLLARS CANADIAN (10 000 000.00$) when SLII _are s_elecl~~ as

preferred bidder for the PROJECT; (cJ.-~<-\;\..C\ Qcl. --b ~·y:J(). r:l&_ ~ v- h. '-""'- \ DtL. ~ · . VèA~'-t J

TEN MILLION DOLlARS CANADIAN (10 000 000.00$) within thirty (30) days after the

first payment made by SLII; ( ù/L-tc{ ) . ii)

(

iii) TEN MILLION DOLLARS CANADIAN (10 000 000.00$) when SLII gets award the official

contra ct; ( t' ~d )

4.2 FEES shall be payable in Canadian dollars and deposited into the bank account opened

und er the na me of the REPRESENTATIVE, as follows:

5.

• Beneficiary:

• Beneficiary account:

• Beneficiary Bank:

CHOICE OF CONTRACTS

Sierra Assets Management lnc

Account num

Banque SCS alliance s.a

Account number:

Swift code:

v.e.tMû vJ.Ci ~~ tL-&A .

~\.0eGf k> ~\.t--0-~LL'\t.,. fii. C.( ou vJf

lt is understood by the REPRESENTATIVE that SUl shall be under no obligation

whatsoever ta negotiate and/or accept the terms and conditions of any contract proposed by the CLIENT.

6. TAXES

The REPRESENTATIVE is wholly responsible for any kind of taxes due by the

REPRESENTATIVE to his governmental or taxation authority in relation ta FEEs· due and/or paid by SUl.

-··--· ... ··---·- -· ·-··. --·--·---- -----------·--

\

-·. ·-·- ... ---- -·--· -··-~"""====~-~-~---~--· ~- · . - ·-· -··-~-- -. .

7. EXCLUSIVITY

7.1 The REPRESENTATIVE shall act exclusively for SLII, in respect of the PROJECT, and shall not, directly or indirectly, represent or act on behalf of any other moral or physical person while working or promoting the PROJECT.

7.2 lt is understood that, for ali the matters related to this AGREEMENT, the REPRESENTATIVE shall deal exclusively with SUl.

8. ASSIGNMENT

The REPRESENTATIVE shall not assign or transfer its interest, or any part thereof, in the present AGREEMENT, without prior written consent and approval of SUL

9. AUTHORJTY OF THE REPRESENTATIVÉ

The REPRESENTATIVE shall act · as an independent party and not as an agent or

employee ·of SUl. The REPRESENTATIVE shall have no authority to, nor represent that it has authority to enter into the CONTRACT for or on behalf of SUl or make any

commitments of any klnd whatsoever or incur obligations or liabilities binding upon SUl without prior written approval of SLII. Ali public statement referring to SLII shall be subject

to prior written approval by SLII. The REPRESENTATIVE shall not register as SLII's agent or representative without SLII's prior written permission.

10. SECRECY

During the term of this AGREEMENT or anytime thereafter, the REPRESENTATIVE agrees to be bound to secrecy vis-à-vis third-parties with respect to ali detai!s conceming discussions and negotiations which may be held and/or decisions which may result from this AGREEMENT. The REPRESENTATIVE shall not disclose to any persan, firm or corporation, any information concerning the business or affairs of SUl which he might

have acquired in the course of, or incidental to the present AGREEMENT or otherwise, except for the performing of the present AGREEMENT.

·upon expiration, cancellation or terrilination of this AGREEMENT, the REPRESENTATIVE

shall immediately return ail documents, specifications, correspondance, business cards, literature and ether goods belonging to SUl or acquired by the behalf of SUl.

11. HOLD HARMLESS

The REPRESENTATIVE shall indemnify and hold SLII harmless from and against any and

ali liability whatsoever for fosses, damages, cfaims, expenses, including legal fees, resulting from or relating to any TIVE under this AGREEMENT.

Page 5 of S. -··-- .. -------

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12. DURATION

12.1 This AGREEMENT will remain valid for 1 year, starting on the 2nd day of September

2009, and ending on the 2nd day of September 2010 unless sooner terminated pursuant

to Article 12.2. Prior to such expiry date, this AGREEMENT may be extended either by

written mutual consent or by way of a new written agreement

Subject to the express provisions of Article 12.2, upon termination of the AGREEMENT, ali FEES due in accordance with Articles 3 and 4 will continue ta be paid by SUI to the

REPRESENTATIVE with no regard to the termination. date.

12.2 Notwithstanding the provisions of Article 12.1, SUI _may, under any of the circumstances

listed below, terminate this AGREEME~T by giving prior notice in writing ·

12.2.1 Bankruptcy, insolvency or dissolution of the REPRESENTATIVE.

12.2.2 Default, by the REPRESENTATIVE, under any provisions of this

AGREEMENT and whereby su ch default has not been· corrected within sixty

(60) days from the date of a written notice given by SLII.

13. GOVERNING LAWANDARBITRATION

This AGREEMENT shall be governed by the laws in force in the Province of Québec,

Canada, notwithstanding any applicable conflict of law rules. Any disputes that may arise

· · ---ln the ·coüise of or as a result of the execution of this AGREEMENT shall be under the

exclusive jurisdiction of the courts having jurisdiction in the Province of Québec, to whom

the PARTIES hereto agree to submit ali disputes save for the common consent to have

recourse to arbitration.

14. ETHICAL BUSINESS PRACTICES

14.1 The REPRESENTATIVE represents, warrants and covenants the following

acknowledges that SUl woul~ not have entered into the AGREEMENT without

REPRESENTATIVE making such representations, warranties and covenants:

(a) ln carrying out its duties hereunder, the REPRESENTATIVE and its

officers, directors, employees and agents shall comply at ali times with local law;

(b) the REPRESENTATIVE acknowledges having been informed that Canada is

party to the Convention on Combating Bribery of Foreign Public Officiais ·

International Business Transactions, and that Canada's Corruption of Public Officiais Act (the "Act") prohibits a Canadian company or anyone acting on

its behalf from directly or indirectly giving, offering or agreeing to give

- - -.----·----- Paqe 6 of 9

\

/ .

loan, reward, advantage, benefit (inc!uding money or anything of value), to a FOREIGN PUBLIC OFFICIAL for the purpose of

(i) influencing an act or omission by such OFFICIAL in the performance of his

(ii)

duties or functions, or

inducing such OFFICIAL to use his position to influence an act or decision

of the foreign state or public international organization for which the OFFICIAL perfonns duties or functions,

in order to assist any company in obtaining or retaining business for or with, any person (hereinafter a "Prohibited Act");

(c) in carrying out its duties hereunder, the REPRESENTATIVE and ils owners,

officers, directors, employees and agents, including the PRINCIPAL AGENT, shall

not commit a Prohibited Act or any ether act which might cause Slll. to be in violation of the Act, and in particular, the REPRESENTATIVE shall not transfer or

cause to be transferred to a FOREIGN PUBLIC OFFICIAL, any payment made by

SUl to the REPRESENTATIVE pursuant to this AGREEMENT or otherwise, either in whole or in part;·

(d) no person having an ownership or ether material interest in the

REPRESENTATIVE and no officer, director, employee or agent of the REPRESENTATIVE, induding the PRINCIPAL AGENT, or of any affiliate company of the REPRESENTATIVE is a FOREIGN PUBLIC OFFICIAL; and

1

(e) in the event that during the term of this AGREEMENT, any per~o!l having an ownership or other material interest in the REPRESENTATIVE· or any offic~r, director, employee or agent of the REPRESENTATIVE, including the PRINCIPAL

AGENT, or of any affiliate company of the REPRESENTATIVE becomes a FOREIGN PUBLIC OFFICIAL, the REPRESENTATIVE shall immediately notify SUl and this AGREEMENT shall become subject to Articles 14.2 and 14.3 below.

14.2 ln the event th at ~ breach of any of the representations, warranties or covenants in Article 14.1 has occurred or may ·occur, SLII shall have:

. . (a) the right to audit the REPRESENTATIVE in arder to satisfy itself that ~.? breach

has occurred, and the REPRESENTATIVE shall fully cooperate in any audit conducted by or on behalf of SLII and shall be liable for the costs of said audit if

· audit reveals that a breach of any of the representatiàns, warranties or covenants in Article 14.1 has occurred; and

(b) if the audit reveals that a breach has occurred, SLII shall have the right to withhold

further payments due under this AGREEMENT, including FEES, until such time as. SUl has received confirmation to its satisfaction th at no breach has occurred or will occur, and sur shall any claims, ~ Il 1 1: _fat ~ • 1 . ... ~ • ~ !' .. ' •

Page 7 o.f9

. ' '

lasses, damages or expenses whatsoever related to its decision to withhold payments under this provision;

\ in addition to any other remedies available to SUl at law.

14.3 The REPRESENTATIVE shall indemnify and hold SLII harmless fully from and against any and allliability whatsoever for lasses, damages, claims, expenses, including legal fees

and expenses, resulting from or relating to any breach of the representations, warranties and covenants contained in Article 14. 1.

14.4 ln no event shall SUl be obligated under this AGRE~MENT to take any action or omit to

take any action that SLII believes, in good faith, would cause it to be in violation of any locallaws or laws of Canada, including without limitation the Act.

15. EXTENT OF AGREEMENT

This AGREEMENT represents the whole and entire AGREEMENT between the

REPRESENTATIVE and SLII and supersedes ali prior negotiations, representations, proposais, or agreements whether written or oral. This AGREEMENT may be amended only in writing to which beth PARTIES shaH be signatory.

IN WITNESS THEREOF, the PARTIES have signed in duplicate the present AGREEMENT in their respeétive rights on this 1st day of May 2009.

SNC~LAVALJN INTERNATIONAL INC.

Per: Name: Ron Denom Title: President, SNC-Lavalin International

REPRESENTATIVE

Per: Na me: Title:

Jeremy J. Morris President

-·-· -·----····-··-- -· -----··--- ·----------PageB of 9

-.

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1 '

INTEGRITY CHECK CERTIFICATION

• The REPRESENTATIVE and the PRINCIPAL AGENT is not a government officer, a government employee or a government representative.

• The REPRESENTATIVE and the PRINCIPAL AGENT is not currently under charge in a

court or has been convicted in a court \vithin the last 5 years, for violation of law against the bribery of foreign public officiais of any country. •

• The REPRESENTATIVE and the PRINCIPAL AGENT agree to the disclosure of the

AGREEMENT, where SLII is required by law or convention to divulge the contents of the

AGREEMENT, and when req~ested to do so by public authorities including export credit agencies.

• The PRINCIPAL AGENT has read and will abide by the "SNC-Lavafin· Code of Ethics and Business Conducf'.

REPRESENTATIVE

Per: Name:

Title: Jeremy J. Morris

President

1 hereby certify to the best of my knowledge th at the above mentioned information is correct.

9:f1~dJ ~ Lrv--- e ( Pf~~ fh·çSt'-

· SNC-LAVALI~ INTERNATIONAL INC.

Per:

Name: Ron Denom

~ç,~(-w~ at Title: President, SNC-Lavalin International

~vtt~lt{ ·ç 1 ~ k feil

9of9

----·-- ---

AGREEMENT entered:

BETWEEN:

AND:

SNC-LAVALIN INTERNATIONAL INC., a corporation incorporated

under the laws of Canada, acting for its own account and/or for

herein acting and represented by its President, Ron Denom, duly authorize;

hereinafter called "SLII",

THE PARTY OF THE FIRST PART,

SIERRA ASSET MANAGEMENT INC., a corporation incorporated under the laws of Bahamas, acti its

President, Jeremy J. Morris, duly authorize;

hereinafter called "REPRESENTATIVE",

THE PARTY OF THE SECOND PART.

WHEREAS SUl desires to appoint the REPRESENTATIVE for the purpose of representing and promoting SLII's business interests to enter into a CONTRACT for the Rhoude Nouss Gaz field facilities, Algeria, hereinafter called "PROJECT";

WHEREAS the REPRESENTATIVE is desirous of entering into an Agreement to act as SLII's

REPRESENTATIVE for such purpose and has the necessary qualifications to achieve this purpose;

·---··-·--·--·--·--··-----··-·-· . - -·· · ·-·-·-·--- -·----·-- -·---

..,....,..--------------------------,~ 1! .. . , . I;Jb ..... a!A"t~~,...._.,l_.,. _ _.,_...._,_,...~~-...,...,

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that the PARTIES hereto covenant and agree as follows:

1. DEFINITIONS

1.1 "AGREEMENT" means this AGREEMENT along with ali appendices and any

amendments thereto.

1.2 "CLIENT' means govemment of Algeria.

1.3 "CONTRACT" means a-duly signed and effective contract between SUl and the CLIENT

for the execution of the PROJECT. ln a case of a joint venture or consortium, CONTRACT refers to the portion of the CONTRACT work or services to be performed by SLII.

1.4 "CONTRACTUAL VALUE" means the total value of the CONTRACT excluding TAXES AND RELATED CHARGES_

1.5 "CONTRACTUAL REVENUES" means the portion of the CONTRACTUAL VALUE which represent only the selling priee of personnel services excluding ali related disbursements and expenses.

1.6 "EFFECTIVE DATE" means the 2nd day of September 2009.

1.7 "FEES" means fees to be paid by SUl to the REPRESENTATIVE in consideration of the SERVICES provided for in the present AGREEMENT.

1.8 "FOREIGN PUBLIC OFFICIAL" means (a) a person who holds a legislative, administrative or judicial position of a FOREIGN STATE; (b) a persan who performs duties or functions for a FOREIGN STATE, including a persan employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the

FOREIGN STATE, oris performing such a duty or function; and (c) an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations.

1.9 "FOREIGN STATE" means a country other than Canada, and includes (a) any political subdivision of that country; (b) the government, and any department or branch, of that country or of a political subdivision of that country; and (c) any agency of that country or of a political subdivision ofthat country.

1.10 "PRINCIPAL AGENT' means Jeremy J. Morris with the United Kingdom citizenship who must fulfill ali the obligations and responsibilities in the name of the REPRESENTATIVE, as defined in this AGREEMENT and must hold the functions of PRINCIPAL AGENT of the REPRESENT

.... - . --

......... . ,,. .... ....... _ .... ~ ....... _ ..... - .. -.-. • . ~ ..... ...... ....... ........ _ , ,._ ........,_ , .. , .., - ._ ...... - ...... ., ,.. ., .... ···- •• • .... .• .. .. 1.. • . •

1.11 "PARTIES" means SUl and the REPRESENTATIVE. "PARTY" means either of them.

1.12 "SERVICES" means services to be rendered by the REPRESENTATIVE in conformity

with this AGREEMENT.

2. REPRESENTATIVE SERVICES

2.1 The REPRESENTATIVE shall represent and assist SUl for the purpose of obtaining and successfully executing the CONTRACT, subject to the terms and conditions set out herein, including providing the following SERVICES:

2. 1.1 Promote SUl services and assist with the marketing activities of SLII , including but not limited to presentations. meetings, discussions. etc. , with the CLIENT.

2.1.2 Assist SLII with the bid preparations and negotiations of the PROJECT.

2.1.3 Obtain and provide to SUl ali logistical information on local conditions in Algeria such as laws, cast of living, taxes, custom duties and ali related charges, contractors and subcontractors.

2.1.4 Provide SUl with information in relation to PROJECT's financing structures.

2.1 .5 During the performance of the CONTRACT, assist SLII to maintain good relations with the CLIENT.

2.1.6 Assist SUl with the expediting of payments from the CLIENT to SUl.

2.1 .7 Assist SUl with the settlement of CONTRACT claims.

2.1.8 Observe with care and diligence ali reasonable instructions from SUl.

2.1 .9 Assign and keep in position the PRINCIPAL AGENT.

2.2 The REPRESENTATIVE shall maintain at ali times good relations with the CLIENT.

3. REMUNERATION

3.1 ln consideration for providing the SERVICES stated in Artide 2 , the REPRESENTATIVE shall receive FEES equivalent to 3 % percent of the CONTRACTUAL VALUE of ONE BILLION DOLLARS CANADIAN (CDN $1 billion).

3.2 FEES shall be a fix maximum amount of THIRTY MILLION DOLLARS CANADIAN (CDN $30 million)

.. ,,_ . . '

- -- --· --- -· - - - - ·--·-··· - ·- ·-

4. PAYMENTS

4.1 The FEES of THIRTY MILLION DOLLARS CANADIAN (30 000 000.00$) shall be paid to

the REPRESENTATIVE in the above mannar:

1) TEN MILLION DOLLARS CANADIAN (10 000 000.00$) by December 11, 2009;

ii) TEN MILLION DOLLARS CANADIAN (10 000 000.00$) by January 30111,2010

iii) TEN MILLION DOLLARS CANADIAN (10 000 000.00$) by Apri1301h, 2010

4.2 FEES shall be payable in Canadian dollars and deposited into the bank account opened

under the name of the REPRESENTATIVE, as follows:

• Beneficiary:

Account

• Beneficiary account: Banque SCS alliance Nassau Ltd

Account number:

Swift code:

5. CHOICE OF CONTRACTS

lt is understood by the REPRESENTATIVE that SUl shall be under no obligation

whatsoever to negotiate andfor accept the terms and conditions of any contract proposed by the CLIENT.

6. TAXES

The REPRESENTATIVE is wholly responsible for any kind of taxes due by the REPRESENTATIVE to his governmental or taxation authority in relation to FEES due and/or paid by SUl.

- - ---- _________ , ----··--- ·

7. EXCLUSIVITY

7.1 The REPRESENTATIVE shall act exclusively for SUl, in respect of the PROJECT, and

shall not, directly or indirectly, represent or act on behalf of any other moral or physical persan while working or promoting the PROJECT.

7.2 lt is understood that, for ali the matters related to this AGREEMENT, the REPRESENTATIVE shall deal exclusively with SLII.

8. ASSIGNMENT

The REPRESENTATIVE shall not assign or transfer its interest, or any part thereof, in the

present AGREEMENT, without prier written consent and approval of SLII.

9. AUTHORITY OF THE REPRESENTATIVE

The REPRESENTATIVE shall act as an independent party and not as an agent or employee of SLII. The REPRESENTATIVE shall have no authority to, nor represent that it

has authority to enter into the CONTRACT for or on behalf of SUl or make any

commitments of any kind whatsoever or incur obligations or liabilities binding upon SUl without prior written approval of SLII. Ali public statement referring to SUl shall be subject to prior written approval by SUl. The REPRESENTATIVE shall not register as SUI's agent or representative without SLII's prior written permission.

10. SECRECY

During the term of this AGREEMENT or anytime thereafter, the REPRESENTATIVE

agrees to be bound to secrecy vis-à-vis third-parties with respect to ali details concerning discussions and negotiations which may be held and/or decisions which may result from this AGREEMENT. The REPRESENTATIVE shall not disclose to any persan, firm or

corporation, any information concerning the business or affairs of SUl which he might have acquired in the course of, or incidental to the present AGREEMENT or otherwise, except for the performing of the present AGREEMENT.

Upon expiration, cancellation or termination of this AGREEMENT, the REPRESENTATIVE

shall immediately retum ali documents, specifications, correspondence, business cards, literature and other goods belonging to SUl or acquired by the REPRESENTATIVE on behalf of SUl.

11 . HOLD HARMLESS

---·----

The REPRESENTATIVE shall indemnify and hold SLII hannless from and against any and ali liability whatsoever for !osses, damages, claims, expenses, including legal fees,

resulting from or relating to A TIVE under this AGREEMENT.

--- - ---- ••• 00

12. DURATION

12.1 This AGREEMENT will remain valid for 1 year, starting on the 2nd day of September 2009, and ending on the 200 day of September 2010 unless sooner terminated pursuant to Article 12.2. Prier to such expiry date, this AGREEMENT may be extended either by written mutual consent or by way of a new written agreement.

Subject to the express provisions of Article 12.2. upon termination of the AGREEMENT, ali FEES due in accordance with Articles 3 and 4 will continue ta be paid by SLII to the REPRESENTATIVE with no regard to the termination date.

12.2 Notwithstanding the provisions of Article 12.1, SLII may, under any of the circumstances listed below, terminate this AGREEMENT by giving prier notice in writing

12.2.1

12.2.2

Bankruptcy, insofvency or dissolution of the REPRESENTATIVE.

Default, by the REPRESENTATIVE. under any provisions of this AGREEMENT and whereby such default has not been corrected within sixty (60) days from the date of a written notice given by SUl.

13. GOVERNING LAW AND ARBITRATION

This AGREEMENT shall be governed by the laws in force in the Province of Québec, Canada, notwithstanding any applicable conflict of law rules. Any disputes that may arise in the course of or as a result of the execution of this AGREEMENT shall be under the exclusive jurisdiction of the courts having jurisdiction in the Province of Québec, to whom the PARTIES hereto agree to submit ali disputes save for the common consent to have recourse ta arbitration.

14. ETHICAL BUSINESS PRACTICES

14.1 The REPRESENTATIVE represents, warrants and covenants the following and acknowledges that SUl would not have entered into the AGREEMENT without the REPRESENTATIVE making such representations, warranties and covenants:

(a) ln carrying out its duties hereunder, the REPRESENTATIVE and its owners, officers, directors, employees and agents shall comply at ali times with local law;

(b) the REPRESENTATIVE acknowledges having been informed that Canada is a party to the Convention on Combating Bribery of Foreign Public Officiais in

International Business Transactions, and that Canada's Corruption of Foreign Public Officiais Act (the "Act") prohibits a Canadian company or anyone acting on its behalf from directly or indirectly to ive or offer, a

- --·-----------

loan, reward, advantage, benefit (including money or anything of value), to a FOREIGN PUBLIC OFFICIAL for the purpose of

(i) influencing an act _or omission by such OFFICIAL in the performance of his duties or functions, or

(ii) inducing such OFFICIAL to use his position to influence an act or decision of the foreign state or public international organization for which the OFFICIAL performs duties or functions,

in arder to assist any company in obtaining or retaining business for or with, any persan (hereinafter a "Prohibited Act");

(c) in carrying out its duties hereunder, the REPRESENTATIVE and its owners, officers, directors, employees and agents. including the PRINCIPAL AGENT, shall not commit a Prohibited Act or any other act which might cause SUl to be in violation of the Act, and in particular, the REPRESENTATIVE shall not transfer or cause ta be transferred ta a FOREIGN PUBLIC OFFICIAL, any payment made by SLII ta the REPRESENTATIVE pursuant to this AGREEMENT or otherwise, either in whole or in part;

(d) no persan having an ownership or ether material interest in the REPRESENTATIVE and no officer, director. employee or agent of the REPRESENTATIVE, including the PRINCIPAL AGENT, or of any a ffi liate company of the REPRESENTATIVE is a FOREIGN PUBLIC OFFICIAL; and

(e) in the event that during the term of this AGREEMENT, any persan having an ownership or ether mate rial interest in the RE PRESENT A TIVE or any officer, director, employee or agent of the REPRESENTATIVE, including the PRINCIPAL AGENT, or of any affiliate company of the REPRESENTATIVE becomes a FOREIGN PUBLIC OFFICIAL, the REPRESENTATIVE shall immediately notify SUl and this AGREEMENT shall become subject to Articles 14.2 and 14.3 below.

14.2 ln the event that a breach of any of the representations, wanranties or covenants in Article 14.1 has occurred or may occur, SLII shall have:

(a) the right to audit the REPRESENTATIVE in order to satisfy itself that no breach has occurred, and the REPRESENTATIVE shall fully cooperate in any audit conducted by or on behalf of SUl and shall be liable for the costs of said audit if audit reveals that a breach of any of the representations, warranties or covenants in Article 14.1 has occurred; and

(b) if the audit reveals th at a breach has occurred, SUl shall have the right ta withhold further payments due under this AGREEMENT, including FEES, until such time as SLII has received confirmation toits satisfaction that no breach has occurred or will occur, and SLII shall

•'

losses, damages or expenses whatsoever related to its decision to withhold payments under this provision;

in addition to any other remedies available to SUl at law.

14.3 The REPRESENTATIVE shall indemnify and hold SUl harmless tully from and against any and allliability whatsoever for lasses, damages, claims, expenses, including legal fees and expenses, resulting from or relating to any breach of the representations, warranties

and covenants contalned in Article 14.1 .

14.4 ln no event shall SUl be obligated under this AGREEMENT to take any action or omit to

take any action that SLII believes, in good faith, would cause it to be in violation of any

locallaws or laws of Canada, including without limitation the Act.

15. EXTENT OF AGREEMENT

This AGREEMENT represents the whole and entire AGREEMENT between the REPRESENTATIVE and SUl and supersedes ali prior negotiations, representations. proposais, or agreements whether written or oral. This AGREEMENT may be amended only in writing to which beth PARTIES shall be signatory.

IN WITNESS THEREOF, the PARTIES have signed in duplicate the present AGREEMENT in

their respective rights on this 1 $l day of May 2009.

SNC-LAVALIN INTQATIOliNC.

~l/Jlc~~ Per: Name: Ron Denom __/"

Title: President, SNC-Lavalin International

REPRESENTATIV~E /ft__-

Per: _

Name: __AËfem J. Morris Title: President

Page 8 of9

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INTEGRITY CHECK CERTIFICATION

• The REPRESENTATIVE and the PRINCIPAL AGENT is not a government officer, a

goverfJment employee or a government representative.

• The REPRESENTATIVE and the PRINCIPAL AGENT is not currently under charge in a

court or has been convicted in a court within the last 5 years, for violation of law against

the bribery of foreign public officiais of any country.

• The REPRESENTATIVE and the PRINCIPAL AGENT agree to the disclosure of the

AGREEMENT, where SLII is required by law or convention to divulge the contents of the

AGREEMENT, and when requested to do so by public authorities including export credit agencies.

• The PRINCIPAL AGENT has read and will abide by the "SNC-Lavalin Code of Ethics and

Business Conduct".

REPRESENTATIVE)

Per: _ lf1---Name: ~y J . Morris

Title: President

1 hereby certify to the best of my knowtedge th at the above mentioned information is correct.

SNC·LAVALIN INr/iif:.o~~ Per:

Name:

Title:

Ron Denom ..

President, SN~n International

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AG~EEMENT enten!Pd:

BETWEEN:

AND;

SNC~VAUN INTERNAliONAL INC., a corpOI'ëllloTi inCOJpoi"BŒ<i under the laws of Canada, acting tor Ils own account andfor f>>r effiliated oompanies, and having ils regi.siered offiœ at ,

actil)g and represen1ed Ron Ot!Jnom, duly authorizE!;

heceinafter callecJ "SUl",

THE PARTY OF THE F!RST PAR·r,

SIERRA ASSET MANAGEMENT INC., a corporatlon inoorpol'lltro under the Jaws of Bahamas. · fer its own scoount, and havlrg·

hereinafter called "REPRESENTATIVE",

THE PARlY OF THE SECOND PART.

WHEREA.S SUl desires to appoint 1he REPRESENTATIVE far the purpase of rapresenlîng ard

ProrTJOU~ SUrs buuiness intarests lo enter fnto a CONTRACT fclr Rh<lude NollS$ Gaz fle!d facifltles, Algeria, heminafter called "PROJECT'';

WHEREAS the REPRESENTATIVE 1~ dealroue of entering into an Agreement to act as SLJ.'s REPRESENTATIVE tot such purpose and has the neoeaary qualifications to achleYe this purpose;

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NOW, THEREFORE, THIS AGREEMENT wn'NESSETH that 1he PARTIES ht!reto cxwenant ar.d agree • foftaw&:

1. DEfiNIDONS

1.1 "AGREEMENT" mean!l this AGREEMENT along wtlh ali appendlcec and any amenc:fmen-s thereto.

1.2 "CUENr' means govemment of Algeria.

1.3 "CONTRACT" means a ~uly signed and elf8ctlva conlract ~ SUl and the CUENT

fw the exectJ(ion of the PROJECT. ln a case at o joint vert..tre ot consortium, CONTRACT refera to the portion of the CONTRA CT Wbrk or servk:a to !)e pecfomlcd by SLU.

1.4 "CONTRACT~Al VALUE" mean& the total value af lhe CONTRACT exctudlng TAXES

AND RELATf:O CHARGES.

1.5 "CONTRACTUAl. REVENUES" meens the portion of Ile CONTRACTUAL VALUE whith repl86ent ont; the selllng piœ of pe~omel &eNiœ& excUdlng aH rel!ltBd dltiburMmen s and e:xpenses.

1.6 "EFFECTTVE DA TE" means the 2 1111 $eptember 2009.

1.7 "FEES" meat1s feet to be p11ld by SUl 1o the REPRESENTATIVE in oonsidemion oftte SERVICES ptovided for in the praent AGREEMENT.

1.8 ''FOREIGN PUBUC OFFICIAL" meana (a) a pef$0n wtJo hold& a leglaladYe, edmlnl$ttati\e or judleial poe ilion of a FOREIGN STATE: (b) a pertOn Who petfonTII5 dutlea or fundfons f•)( a FOREIGN STATE, lnc:kldlng a pe~n employed by a board, commission. corporation .,.. other body or authority thet is estabfl8hecf to perfonn a duty or runctbn on behllf of tt e FOREIGN STATE, oris parforming such a duly or fundioni and (e) an ofticial or agent ar a public lntematlonal organfzation that is formed by two or rJII)nJ &tates or gowmmenta, or l'Y two or more such public international arganizations.

1.9 nFOREJGN STATE" meanc a country other fr.ln Canad2, rand indudes (a) any political subdvlsion of that country; (b} the· govemment, and any depal1ment or branc:h, of th tt country or Of a politieal subdivision of thet oowtlry; and (c} arry agency of that counb'y or n a politiœl.ubcfivlsion ofthat oounûy.

1.10 "PRINCIPAl AGENT" means J6(emy J. Morris witfl the United Klngdom· ctillnship wt o must fulfill allth&obligrions and responlibilitlelln tht name of the REPRESENTA :n'JE, liS

defined ln thts AGREEMENT and must hold the functions of PRINCIPAL AGENT m tt e REPRESENTA.llVE. during the dul'ation of this AGREEMENT.

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1.11 "PARTIES" means SUl and the REPRESENTATlVE. •pAR'Jr meanseitherofihem.

1.12 "SERVICES" means services to be rendered by the REPRESENTATIVE ln confurmity wt-.h thl& AGREEMENT.

2. REPRESENTATIVE SERVICES

2.1 The REPRESENTATIVE &hall tapr818nt and aasl5t SUl for lhe purposa of obfalnlng ar:d

sucœssfulty wœcuti~ the CONTRACT, subject to ~ tenns and conditlcm set out heteil'l, JneltJdlng providlng the followlng SERVICES: .

2.1 .1 Promote SLII &erviœ5 and ai5ist with tt1e martetlng adivft!e& of SUl, lndudi1g but not limllecl to pn!Sel118tions, meetings, dlsc1Jalons, e(C., Wl1h th& CUENT.

2.1.2 Allsist SUl wittl the bid preparations and nagotlaiions of the PROJECT.

2.1.3 Obt.ain and pi"O'iide to SUl ali logtst;caJ information on local ex>nértions in Benghazi, Llbya such as laws, eost ~ IMng, taxas, eustom dutiM and al ràatu:l

charges, eonftadom 11nd tubeontmcklrs.

2.1 .4 Provicf&SUI wtth Information rn relation m PROJECTs financing 51ruclll~.

2.1.5 [)uring the pelformance of Ute CONTRACT, assist SUl ID maintain ga<ld

relations with the CLIENT.

2.1.6 Al;sist SUiwith the expediting ofpayments from the CLIENT tc SUl.

2.1.7 As&ist SLII wi1h the aelllement of CONTRACT clalms.

2.1.8 Observe with care and daigonce al reasonable instructions from SUl.

2.1.9 A.e;slgn and keepin position lhe PRINCIPAL AGENT.

22 The REPRESENT ATJVE shall maintain at ali tirne& good relations Witt\ the CUENT.

3. REMUNEBAnON

3.1 ln ean!ideration for providing the SERVICES stated in Attlcle 2 • '!he REPRESENfATI\t E thal l'eceive FEES eqûJValent to 3 % perœrrt of the CONTRACTUAL VALUE of OP.E BILLION DOLLARS CANAOIAN (CON S11llllion),

. 3.2 FEES lhall b& e fix lllêDÔmllm amount cf ntiRTY MILLION DOU.AR$ CAHADIAN (CON $»million}

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4. PAYMENTS

4.1 The FEeS of THIRTY MILi.JoN DOLLARS CANADlAN (30 000 000.00$) ihall be paid to the REPRESENTATIVE in the above manner.

0 TEN Ml WON DOLI..ARS CANADIAN (1 0 000 000.00$) by April9tt,2C10;

ii) TEN Mlt.LfON DOLLARS CANADIAN (1 0 000 000.00$) by May -,"1 ,2010;

i!Q TEN MIUION OOL..LARS CANADIAN (1 0 000 000.00$) by June 3091 ,201 0;

4.2 FEES ahall ba payable ln Canadian dollars and deposiœd .nto the beni< aceount OPIW:d under the n;me of1he REPRESENTATIVE. as follows:

•

5. CHOlCE OF CONTRACTS

SI~ AssetsP.Aa~ Account number:--

rt h; undentood by the REPRESENTATlVE that SUl shall ~ undar no obligatic~t~

\fd'latsoever fo negotiate and/or acœpt the terms and conditions af iiOY çontrird: proposcld by the CLIENT.

6. TAXES

The REPRESENTATIVE ID wholfy responslble for any kind af taxes due by 11le REPRESENTATIVE to his govemmental ot taxation authority bi l'dation tD FEES due and/orpald by SUl. ·

7. EXCLUSMTY

·.

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7.1 The REPRESENTATIVE shall act exduswely for SLII, ln respect d the PROJECT, ard

snall not, direcUy or incflrectly, repre9e11t or act on behalf of any o1her ITIOflil or ph~cal person wh ile worldng or promo ting the PROJECT.

7.2 ft ls under8tood th.at, for ali the rnatters re!aœd to this AGREEMENT, the REPRESENTATIVE shall deal axdusively wlth SUL

8. A,9S!GNMENI

1'he REPRESENTATIVE $hal not assgn ortransfer Ils interest. or any part thereof, in the present AGREEMENT, without plor wrtuen cxment and approval of SLII.

9. ~UUfORJIY OF THE REPRE&EHTATIVE

The REPRESENTATIVE shall aCt as an indepandenl party and 11ot as an agerrt 1lr

employee of SLII. Thé REPRESEN1'ATIVE ~hall have no authority to, nor repr'BMntthat 1t ha9 autt!ody to enter lnto 1he CONTRACT for or on behalf of SUl or make arl)f eommitmenb= of arry k:Jnd \llhatSoever or incur obllgalions· or lfabllities blndlng upon SUl without prior written approval of SLII. Al public etafcrnent ~rrini to SUIIhaJI be subject lo priQr wrttten approval by SLII. The REPRESENTA TM shall not register as Slll's age'lt or representative without SLII's pr1or written perrnis&ion.

10. SECRECY

Durlng the tarrn of this AGREEMENT or anytime ttlereafter, the REPRESENTATIVE agrees to be bound to seaecy v&à-vis thirô-parties will respect tD aJI details concerming di&ctw;ù:Jns and negotiations which m.y be held andlor declcionc v.f11cn may I"8SI.Jit fro.'TI this AGREEMENT. The REPRESENTATIVE Mali not disclose tu ""Y person, firm •>r

corporation, any informatlon conœmlng 1he business or afJiln t:Jf SLII which he mlgtrt have acqulred ln the ocun~e of, or incidental to the present AGFtEEMEPrr or othefwiao. exœpt

for the pe1fan•ilg ufthe pre&entAGREEMENT.

Upon 8Xplration, cancellatlon or11trmlnatlcn of this AGREEMENT. the REPRESENTATIVE shan immedistely fe!Lim ali documents, specifications, axrespondence, business cams, llterature and ether goods belonging to SLII or acqulred by the REPRESENTATIVE. <1n behalf ot$UI.

11. liOLD HABMLESS

The REPRESENTATIVE 1>hal indemnify and hold SUl harmles& from <iiind agalnstany and a11·Pal:lDIIy wtntsoever fer loS6eS, damages, claims, expenaes, lnclud!flg ~el fœ:s, ~ltirJg

from or: reta1ing to any breath or negligence of ltle REPRESENTA!fVE under this

AGREEMENT.

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12. OURATJQN

12.1 This AGREEMENT will remain vaJ id l'or 1 year, starting on the 2rr$ of Seplember 2009, •nd endin!iJ on the 2'14 of Sepember 2010, unlelii sooner tmninated pursuant to Artide 12.2. Prior to auch eJCPiry dQ!, this AGREEMENT may be exlended ellher by wrtfiEn murual consent or ~ WflY of a new written agreement.

Subjed ta the ~ provisions of Article 12.2, upon terrnlnation of the AGREEMENT, ali FEES due ln accordanœ With Artides 3 and 4 wU! continua to be pald by SUl to the REPRESENTATIVE wilh no regarn to the termination dale.

12.2 Natwithstandi.ng the provisiclns of Artfde 12.1, SLII may, under arry of the circumstancus ltaœd beSow, iennrude this AGREEMENT by glvlng prier noUee ln wrltihg

12.2.1 BanWuptcy, insolvency or dissolution of the REPRESENTATIVE.

12.22 Oefault, by the REPRESENTATIVE, undêr any provisloM af this AGREEMEt-.rT i!nd whereby iUch default has not been oorreded wi1hin sbdy (60) day5 from tite &rte of a written notice glvèn l:1y SUl.

13. GOYE&fJMG LAW AllO ARBITRA nort

This AGREEMENT sllall be govemed by 1he law& in fcrœ in h PmYlnce of Québec, Caneda, notwilhltandlng any applicable conflict crf lllw niM. Arry dlepl.lllee that may artne in the wu115e gf or as e result of the exewtlon of thiS AGREEMeNT &hal be under Ute ~IJ6ive jurtsalttion gf the co\.rts h~ing jlris(fJCtian in 1he ProYlnco of Québec, tc whom 1he PARTlES fleretO agree to submtt ali C!ispuœs 58'W for 1he corn mon consent ro have 18C0Ur&e to albltratlon • .

14. ETHICAL BUSINESS PRACTICES

14.1 The REPRESENTATIVE r8p1"8158nt!, warrants and covenants 1he follawing a11d acknowledges that SUl would not have emered into 1he AGREEMENT' without !he REPRESENTA llVE making such representatJons, warranti• and co"""'anbl:

(a) ln carrying out itiP duties hereunder, the REPRESENTAT1VE and its owms, offioers, dlrectora, employee_$ and agents shall tamply at ali times wlth local law:

(b) the REPRESENTATIVE ad<nowledges having beert tnformed 1hat Canada is a paltf ID the Convention on CQmbating Brlbery of Foreign Public Officials ln lntemational Business Transactions, and thal C;mada's Convption af Fofeittn Pub/k.: Officiais Act {the "Ad') prohibits a Canadlan company or any one acting on its behatf from diredly « indiredty givif1g, offer1ng or agreeing 10 g;..ê « offar, a Zoan, 11W13J'd, advantage, beneflt (ineluding l'nohey or anyttling cf value), 1D a FOREIGN PU BUC OFFICIAL for the purpow af

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(i) lntltM3ndng an act or omission by such OFFICIAL in tM perfcrm:anoe of his dlltles or functlons, or

(10 lnducing soch Ot=FICIAL to use his pos/lioo to Influence an ed or declslon of tha forelgt state cr publie imematio~~al organization for whëctl the OFFICIAL pelfonns dutfes or fUn dions,

ln oroer to assiit any company ln ob!ainlng or nrtalnlng bUsiness for 01 wlth, any persan (hereinefter a •Prof1ibiœd Actj;

(c) in earrying out !ta duties hereunder, the ~EF'RESENTATNE and fts ownars, officera, drec:tcrs, employees and agents, includq, the PRINCIPAL AGENT, $hall not oommlt a Prohitited k;t or any other act which m~ht cause SLII to ~ ln violation of the Act, and in perticuler. the REPRESENTATIVE ahall not trensrer or cause to be transfem!d to a FOREIGN PU BUC OFFICIAL. any payment made hy SLII to the REPRESENTATIVE pursuarrt to 1h~ AGREEMENT or alherwise, eittm in wh ole or ln part;

(d) no person having an ownershlp or other mataial lnterest ln the REPRESENTATl\'E and no offiœr. director, employee or agent of the REPRESEJIITATIVE, inc:fuding the PRINCIPAL ~GENT, or of any affillate c.ompany of the REPRESENTA11VE 18 a FOREIGN PUBLIC OFFlCIAL; ancl

(e) in the event thal during the te1111 of this AGREEMENT, any person haYfrç ;an ownershlp or other maferfal lnlereit ln the REPRESENTATIVE or any ofliOtr, dreçtor, employee or agent ot the REPRESENTATIVE, indudi~ the PRINCIP,<\L. AGENT, or of any &filiale company ct 1he REPRESENTATIVC becomes a . FOREJGN PU8UC OFFICIAl, 1he REPRESENTATIVE shal imrnedla181y notifV 5LII and fhls AGREEMENT shall become subfed ln Atticle$ 14.2 and 14.3 tJelow.

14.2 ln tht!! event that a bruch of any of 1he representations, warranties or covenant& ln Article 14.1 has oœurred or may ocwr, SLII shall have:

(a) the right to ~tudH the R.EI'RESENT A TtVE in order to sati&fy ifse)f that no breach haa oeellrred, and the REPRESENTATIVE shall fu!ty eoope«rte ln any audit oonducb!d by-or on betlalf of Slll and ah ali be Habla fur the c:ocœ of sald aucft If audit ~ls that a bread~ af any ar the representations. W&rTanties or ccvenanta ln Article 14.1 has ovcurred; and

{b) if the audit reveals thal a breadl has occurœd, SUl shal hBVe ltte rïght to withhçld ~rther payment!l due under this AGREEMENT, induding FEES, untilsuch iime ilS SUl has reœivech:onfinnation'to tts &alisfctdlon !hat no breacll l'las occurred <Jr ~'ÏÏI . ocaJr. and SLII !!hall not be fiable to lhe REPRESENTA11VE for any dalrn9, ~oSst~. : damages or upanaas whatsoever relaœd to its deeŒion tn wilhhold paymants under this pnMsion;

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ln additkln ID allY other remetflê!S avallable ta SUl at law.

14.3 The REPRESENTAT1'1E Slal indemnlfy and hoti SLII hsrmless fully ftm and agalnst &rf'/

and 811 lleblllty whllbiOeVer for l0i881i, dal1'\i~Ge&. dalml, GllpBI'Wef, inciUIIng legal fuel and expenses, resumng rrorrr or rellltfng to any bruch of lhe represenlallon&, wammties and œvanants contalned ln Al1lcle 14.1.

14.4 ln no 8\W1t llhaiJ SLII be obUgaœd under lhis AGREEMENT to take any action or omit tD talat any action that SLII beNew.s, ln aood falh, would cause 1t to be ln violation ri any local laws or 1awa c:tf Cenada, lneluclll'lfl without IJmitatk>n the Aet

15. EXJENI OF ACëfŒEMENT

1lria AGREEMENT 11tpresenls 1he whole and entire AGREEMENT betwean tf18 REPRESENTATIVE and SLII and suparlledes aU pnor negol!ations, repn!!SUnbltiOf'ls, proposais, t11 agraemen1s whether wrttten a oral This AGREEMENT f1'I8V be arnended . Oftt in writing to \lrhid1 both PARTIES sheU be algnatory.

IN WTTNESS TH.EREOF, the PARTIES hava slgned i1 dup(Jcate the prasent AGREEMENT in ttmir

tespectiya rigttts on this ~ Sgptgm~H~f 2009. /Lr J ; ZD 1h tJ:.·l Crl\~..... . T 1 v

SNc-lAVALIN INTERNA~

:~ ~:=~-

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INTEORITY CHECK CERTIFICATION

• The REPRESENTATIVE -.nd lhe PRINCIPAL AGEI'if is not a gO'Y'emment ofllœf. a gowmment emplOyee or a govemrnent Jepn!i& lbl'lhte.

• The REPRESENTATIVE and~ PRINCIPAL AGENT ls not CUTTentJy undlr charge in a c:ot.d « has beert convfaect ln 11 court wilhln the laat 5 years. for violation of llw egalnst 1he brfbery of foreign pu bic offidals of any countly.

• The REPRESENTATlVE and the PRINCIPAL AGENT agree to tf1e dl!dœtn of the AGREEMEN'f, whenl SUl s raqulr.t by law or convention llo dlwge lhe 001118nta of the AG~EMENT, and when requested to do so by public auttlorfliea lncludlng l!:lCJ)Orl credit agencfe&.

• The PRINCIPAL AGENT hiS reatt and wiH ablde by ttle -sNc-t.avalln Code of Bhlcs and Business Conduct'.

~~7~/ Namu: Jeremy J . Morris 'TlHe: l'reeJdent

1 t.eby ~ to the b.at of my knowledge that the abcwa rn.rlioned Information la co l'Nd.

;:VAU~ · Trtle: President, SNc.t.avalln lntemational

v

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