Proposal for Financial Joint Venture Partner: Business Joint Venture Proposal

ABC was recently formed in an effort to specifically seek out a Financial Partner to

trigger Buy and Sell transactions with current relationships the members have

with suppliers, re-sellers and major end-users in the oil industry. Due to specific

challenges in regulation and policy in the industry, it is no longer allowed to “FLIP”

a commodity from a supplier to an end-user. The corporation engaged in the

transaction must take title to the product first, and then they are legally allowed

to sell the product to the end-user. Therefore, it has become necessary to seek

out a Financial Partner that will come to the table and purchase the first lift or

allocation of product in each of the transactions.

In the scenario described above, this proposal will discuss a Joint Venture (JV)

between ABC Company and a Financial Partner that would trigger the “Buy/Sell”

transaction.

Once ABC has taken title to the product, they will immediately sell the product to

a major energy company, re-seller or directly to an end-user. This will make for a

clean and legal transaction without the risk of committing arbitrage among the

groups involved.

The initial goal of ABC is to identify the JV Financial Partner ad negotiate an

equitable return to the use of their current credit facility, or create an interest

bearing bank instrument from the cash/gold/bonds that the investor has on

deposit, and then have a credit-line issued from the bank instrument. ABC is

seeking a credit facility of minimum $750 million in order to purchase the product

from the seller or refinery.

To ensure the comfort level of the JV Financial Partner, ABC is proposing the

following:

1. The investor/Financial Partner will always control the transactions from the

credit Facility.

2. The funds will remain where they are currently housed.

3. If the JV Financial Partner has cash/bonds/gold (or the equivalent), the

Banking Institution will create an interest bearing instrument and the credit

line will be drawn against the instrument. ABC will use the credit line as

opposed to investor’s cash (or its equivalent) on hand to complete any oil

transactions.

4. ABC will only purchase the product from seller/refinery when it has secured

an end-user to commit to an annual contract.

ABC has several direct relationships with domestic and international refineries.

This gives ABC the ability to purchase JP54, Jet A-1, D2, Mazut 100, Crude Oil,

U.L.S.D (Ultra Low Sulfur Diesel), 87 Octane, 89 Octane, 93 Octane, LNG as well

as commodities like Cement, Gold, and Aluminum. These are the products in

greatest demand by our buyers.

We will also be able to negotiate contract purchase terms ranging from 12 to

60 months. Our working relationships with Majors, such as Shell, Exxon,

Valero, Tamoil, Chevron, JP Morgan Chase, U.P.S etc, gives us the opportunity

to purchase products from refineries at deep discount (usually at 20 to 25%

below Platt). We can then offer pricing at Platt or slightly above for

tremendous profits. We also have a lot of Airlines and major end-users we can

fit into this same model.

Before ABC pays for the first lift of any oil contract, there will be a contract in

place from ABC Company to a Buyer of the allocation that it purchases from

the refinery. The End-User/Buyer will re-purchase the First Lift from us at a

price with our profits included, then the End-User will put in place an RDLC

(Revolving Documentary Letter of Credit) or comparable banking instrument

for the remaining term of the contract at the agreed upon price. This will

ensure an immediate legal “FLIP” to the End-User/Buyer and eliminate the risk

of the Financial Partner and ABC having to hold on to the product for an

extended amount of time. This would effect the interest payments on the

Credit line if the product was not sold in a timely fashion.

Through our Network and Direct Relationships with mandates and Brokers,

these are just a few of the International and Domestic Refineries we will have

access to that will supply us with the Product we need for each Transaction.

International and Domestic U.S. Refineries:

Mina Al Ahmahdi Refinery Produces 470,000 barrels per day

(Kuwait)

Paraguana Refining Comples Produces 940,000 barrels per day

(Venezuela)

Jurong Island Refinery Produces 605,000 barrels per day

(Singapore)

Ras Tanura Refinery Produces 550,000 barrels per day

(Saudi Arabia)

BP Rotterdam Refinery Produces 400,000 barrels per day

(Netherlands)

These are the companies and refineries we will primarily use that will supply

D2, JP54, JET A-1 and Mazut. These grades are exclusively produced in Russia

and sold by Russian companies and their traders. The other Refineries not in

Russia, can supply us with the other products at the wholesale pricing that will

be most beneficial to the Joint Venture’s Profit Margins.

The Use of U.S. Domestic Refineries

ABC will also utilize U.S. domestic refineries to sell the Product. They will

typically sell at above PLATT pricing, thus realizing a much larger margin on

these transactions. Although the Majors will not sign contracts, they will agree

to Purchase with Rolls and Extension for 12 to 60 months.

Most of the Corporate Headquarters of the Majors (Exxon, Mobil, Shell,

Chevron etc) are located in Houston, Texas. One of the partners within ABC

has lived there his entire life and is very familiar with their operations locally.

Once the JV Financial Partner is in place, ABC Company will be able to walk

into the corporate offices of any one of these Major Corporations and show

Proof of Funds (POF) and in turn these major energy companies will show

Proof of Product (POP) if we are engaging in a Buy transaction. This will allow

us to conduct a Table Top (TT) Transaction on the spot that will eliminate the

stigma most companies have about POP.

Investment Transaction Overview

Pursuant to the final and executed agreements of the Financial Partner and

ABC Company, this is a specific breakdown of how a typical transaction relates

to the Profit sharing between the two groups.

This example is based on an annual contract of 36 million barrels of JP54 (Jet

Fuel) from one of our Refinery sources at a price of approximately $18.00

below PLATT per bbl – Platt for the sake of this exercise will be $120 per bbl.

The first month shipment would be a liftable amount of 3 million bbls being

immediately liftable. The Financial Partner will show Proof of Funds for $306

million to the refinery for the liftable amount (3,000,000 BBLS). At the same

time we will inform Lufthansa Airlines that we will be taking title to an annual

allocation of 36,000,000 barrels of JP54 and renegotiate a contract for 12

months at a price of (+/- $3.00 below PLATT) per barrel. This is a very good

price for Airlines because they will buy at $1 to $2 ABOVE PLATT pricing. This

transaction will produce a profit of $45 million for every lift of 3 million bbls.

This will equate to a total of $540 million over 12 month contract.

Investor Commitment and Potential Returns

The Financial Partner’s capital will only be at risk for the first lift of 3 million

bbls of the annual contract described above. The J.V Partnership (The Financial

Partner and ABC Company) will take title to the product and transfer it to the

Buyer (in the example above that would be Lufthansa Airlines) upon payment

of the product. For the remaining 11 months of the transaction the Buyer

(Lufthansa) would use its RDLC, SBLC or other banking instrument required to

purchase the product. ABC Company has the capability to structure at least 2

transactions per week with the same type of Margins. That will be 8

transactions per month with minimum contract duration of 12 months or

more.

Proposed Investment Structure

Amount of Available Capital:

$750 million

Terms of Banking Instrument:

3 Months

Joint Venture Structure (% of profit of each initial lift)

Financial Partner: T.B.D

ABC Company: T.B.D

Return on Total Invested Capital:

The financial Partner would receive, at a minimum, a 100% return on the

amount of invested Capital invested over 3 month term. If the Financial

Partner does not achieve a 100% return on the Available capital within 3

months then the term of the banking Instrument will be extended to a term

that both parties believe the 100% threshold will be attained.

Note: During the period that funds are drawn down on the Banking Instrument

to pay for the liftable product, ABC Company will pay for the accrued interest

owned the bank/financial partner during that time period.

N.B. We are in joint venture with the company in question designated as ABC

for the purpose of this draft proposal. The full details of the company shall be

revealed in the case of reaching an agreement with executing the proposal.

ABC is registered in over ten countries from Europe to America, Asia and

Middle East.