Memorandum Of Understanding To Incorporate A Mixed Saud-Foreign Limited Liability Company

This memorandum of understanding is agreed to by and between the following parties on / /2007 :

1- Arabian Ports CO. for Marine Contracting, Environment, Petroleum and Energy Services Ltd. Address: Prince Sultan Street. Junction with Hiraa Street. Opposite to Tareekh Roundabout, Romen Commercial Center,Tel:02-6555563-02-6555536 Fax 02-6555991, P. O. Box 5920 Jeddah 21432 Kingdom of Saudi Arabia Represented herein by HE ------------------------------------------------------------------------------. -----------------.Nationality First Party 2- --------------------------------------------------------------------------------------------------------- Co. Address:------------------------------ City ------------------ Country-----------------------------------Tel: --------------------------------------------------------------- Fax -------------------------------------Represented herein by HE---------------------------------------------------------------------------------------------------Nationality. Second Party

Prelude
Whereas the first party in its abovementioned capacity is a Saudi company possessing the sufficient experiences in the Saudi, Gulf markets, enjoying distinguished relations, having specialized cadres which enables it toobtain projects, to contribute effectively in the success of the proposed company and the realization of the targeted results and subsequently the benefits of the two parties of this memorandum of understanding And Whereas the first party has a desire to enter into a partnership with international company specialized in any of the first party activities as stated herein provided that the said international company shall be grade A classified company, its annual turnover during the last three years is not less than 200US million dollars, having all the equipment required for the execution of projects, possessing experiences, technology, technical; administrative cadre, the required financing capabilities and having the desire to cooperate with the first party in order to incorporate a mixed Saudi- Foreign limited liability company in the Kingdom of Saudi Arabia Therefore, the two parties agreed to the following:Page 1 of 3

1-The second party agreed and acknowledged that it possess all the above-mention qualifications (grade A classification owns the equipment- its annual turnover Is not less than 200 million dollars- has the sufficient experiences, technical cadre and the financing capabilities), 2-The two parties undertakes to execute all of their obligations and responsibilities as stated herein. 3-To Incorporate a mixed Saudi - Foreign company to achieve the following purposes.

4-This memorandum of understanding shall be considered as an integral part of the articles of association of the mixed company to be established in accordance with the laws and regulations of the Kingdom of Saudi Arabia.

The obligations and responsibilities of the first party:

A-The first party shall provide to the second party, free of charge, an office to perform Its works until the award of the first project. B-The first party shall provide marketing and public relations services related to the activities of the new company to be established between the two parties intended C-The first party shall provide the required support in order to obtain work visas for the foreign work force. D-The first party shall follow up the company's registration, classification and pre- qualification at the concerned authorities provided that the second party shall submit to the first party all the accurate and authenticated documents required for these purposes. E-Follow up of the award of projects. F-To provide advice and consultation according to its experiences in the matters relevant to the company's business such as suggestion of subcontractors and suppliers. G-Any other practical services needed by the second party.

The Obligations and responsibilities of the second party:

A-To submit to the first party all the relevant information, files, official or non-official documents in order to enable the first party to classify and pre qualify the company at the concerned authorities. Said documents shall be authenticated by the official authorities and the Saudi Embassy at the without limitation, are represented in the following;- Grade A second party's country. These documents, an evidence of possessing equipment to perform awarded projects -what may classification certificateprove that its annual turnover is not less than 200 million dollars acquiring the sufficient experiences, the required technical cadre and the needed financial capabilities to administrate and perform the projects

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. B-To finance all the awarded projects. C-The accurate study of the projects and offering of competitive prices. D-To execute the projects in accordance with the specifications and the conditions of the owner of the project. E-To provide to the first party all the required support in order to facilitate its work for The mutual interest of the two parties

General Conditions:

1-The two parties, with their free will, agreed to offer M/S --------------------------------------, represented by Mr.----------------------------- a share of ----% of the company's net profit from all completed projects executed by the new company which shall be established in the Kingdom all through the duration of the relationship between the two parties in appreciation to Mr. ------------------------.efforts to facilitate the consent of the two parties to this memorandum. 2-The two parties agreed to conduct their responsibilities and obligations in honest, Sincere manner and mutual respect. 3-To maintain the confidentiality of all the information related to this company. 4-To assist each other when the need arises. 5-To consult each other in all the matters related to the company. 6-In the articles of association of the new intended company, the percentage of each party in the profits shall be determined in accordance with their shares in the company. Also the selection of the managers of the company and the responsibility of each party in the administration of the company shall be decided during the discussion of the said articles of association. 7-Upon the signature of this memorandum of understanding, it shall be binding to both parties. 8-Each party received one original copy to act accordingly. 9-In the event of any dispute between the parties of this memorandum of understanding such dispute shall be resolved mutually between them.

First Party
Arabian Ports Co. Ltd. --Represented by ----------

Second Party
-------------------------------. Co Represented by ------------

Witness--------------------

Witness---------------------------

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