PROPOSED AGREEMENT l. 1.

This agreement is made this day of , 2013, by and

between Mansur Abahusayn, the principal of the Arab Native American Agriculture Development LLC (Hereafter, "Grower"), a resident of the State of California, and The Rosebud Sioux Tribe, hereafter, "Tribe," located in the State of South Dakota.

2.

This agreement is an agreement to execute various leases in the near future bY;,and

between Grower and the Tribe on land in the possession on The Tribe. The Tribe certifies that the land held in trust for the Tribe by the U.S. government for the Tribe's
benefit.

3.

The parties contemplate that Grower will require no more than two years to

conduct testing of the soil, availability of water to irrigate the planned crops, after which the parties will agree upon any lands in the Tribe's possession that will be suitable for the type of agriculture intended for planting, cultivating, irrigating and harvesting certain crops for export. The Tribe and Grower shall then execute leases for any such designated land for purposes of Grower planting, cultivating, irrigating when necessary, and harvesting the crops for that designated land. The land shall be described in the form of usual legal descriptions in such leases.

4.

Grower will provide farming implements and labor needed to cultivate, plant,

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irrigate and harvest such grains, and the Tribe will provide land of Grower's choice to grow and harvest such products. Grower will compensate Tribe for the use of any lands needed by Grower to accomplish his objectives, such compensation to be based on the percentage of profit from farm-gate sale of the crops grown each year during the existence of this agreement, and the percentage of profit due to the Tribe shall be five percent of the market price each year of the grain grown and harvested on each parcel of land leased during the first five years of the lease terms, and ten percent of the market
J.

mice each vear for the remainder of the lease. The mice for comnutins thp. r- ~--- c:h:1il hp_ *,' .. ~ - ------0 --.- nrnfit --~ 1 ----j-

the farm gate price of the crop. The Tribe shall grant access to Grower and his employees for purposes of planting, cultivating, irrigating and harvesting such crops.

5.

Payment to the Tribe by the Grower shall be determined by dividing the proceeds

of the harvest as follows between the Grower and the Tribe: Grower shall disclose to the Tribe the cost of production for each crop and the quantities produced and harvested at time of harvest. The Tribe's share of the profit shall be computed by a standard formula used in acceptable accounting practices and certified by a CPA selected and accepted by both sides. The products shall be purchased by Grower at the market price at time of harvest and the Tribe's share of profit to be agreed upon by the parties shall be placed in an escrow account in a South Dakota bank, such bank to be agreed upon in writing by the two parties. The Tribe shall assign one or more of its personnel to oversee the harvest and to enumerate the number of bushels or other measures of harvested products, at

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which time the Tribe's representatives shall certif-yin writing the number of bushels harvested during the annual harvest of such crops. The Grower may elect to install a computerized weighing bridge on the premises to register weights of each product at the time of sale. At the time that both parties agree on the quantities of the products in question, both parties will execute a document that certifies such quantities. Such certification shall be presented to the bank designated by the parties and at such time, the bank shall pay to the Tribe the amount of the Tribe's share of the profit that is agreed upon in advance by the parties.

6.

In the event a crop is deemed by Grower to be inferior for reasons of weather,

disease or otherwise, the price of such crop will be determined by an average price set by three professional appraisers of such crops.

7.

Tribe desires to provide any such lands needed by Grower for Grower's purposes.

Grower shall choose and designate which lands owned by Tribe that will comprise the lease agreement. The land shall be chosen by Grower or his designee and designated by the usual legal property description upon grower's completion of studies, soil maps and water resources, such description to be attached to this agreement and become part of it.

8.

Tribe represents that it is the owner of any such land provided for Owner's project,

that it is held in trust for the benefit of the Tribe, and that it has the approval of the Tribal

Council of the Tribe, and as well, the approval the United States Secretary of Interior or his designee (hereafter "Secretary").

9.

The Tribe shall append to this agreement a map showing the external boundaries

of the land being consider for the growers project and studies and the minutes or the transcript of the council meeting indicating the Tribal Council's approval, and as well, the signature of the Secretary's designee in the US Bureau of Indian Affairs.

10.

The Tribe agrees to a waiver of its sovereign immunity for the purposes of this

agreement. Any dispute between the parties shall be first settled by arbitration under the rules of the American Arbitration Association, where each side shall choose an arbitrator, and the two so chosen shall choose a third, neutral, arbitrator to settle any such disputes. The parties shall agree upon and choose the neutral arbitrator from a list provided by the American Arbitration Association. The parties agree to compensate the arbitrators in equal amounts of compensation. The parties agree to accept the jurisdiction ofthe Federal District Court of South Dakota as well as any higher federal courts should the need arise to enforce the arbitrators' decision.

11.

The Tribe further agrees to make any water or aquifer under its control available

for well drilling, or, in the event a river or dam under the Tribe's control is available for irrigation, the Tribe shall make such water source available to Grower for irrigation

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purposes.

12.

Grower shall furnish any and all irrigation equipment including the drilling of

wells for irrigation, however, the cost of drilling wells for irrigation and associated pipes and permanent structures on the land leased will be financed by Grower, but because wells drilled and associated pipes and structures will of necessity remain with and be owned by the Tribe at the end of the lease term, the cost of such drilling and pipes and

amortizes the cost of the drilling of such wells, pipes and structures over the term of the lease, according to Federal Law guidelines. In the event the lease is terminated for any

legal reason by the Grower, or if it is terminated at the end of the agreed upon leasing period, the movable assets, such as irrigation equipment or other equipment owned by Grower, those assets shall be sold by the Grower and the compensation from such sales shall remain the property of the Grower. The Grower shall provide all farming machinery and implements and irrigation equipment to conduct fanning operations on the land under lease from the Tribe. 13. In the event that Grower is in need of electrical power to perform his objectives,

Tribe will furnish such electrical power. Tribe agrees that it will not allow the use of any such land leased to Grower for any other purpose, whether agricultural or otherwise.

]4.

Tribe agrees to provide to Grower any technical studies, water resource studies,

environmental reports, transportation maps, transportation methods that is under its possession. 15. The Tribe agrees to cooperate with the grower to maintain the safety of the lands

leased to the grower and crops grown or stored on the property. Grower will be provided the services of the security organizations on the reservation and any costs associated with security and safe keeping of the crops will become part of the cost of

15.

The initial term of the leases shall begin two years from the date of signing by the

parties. This initial two year term shall be used by the Grower to conduct studies including soil testing and other necessary testing to determine the usefulness of the land chosen for planting and harvesting the crops. It is understood by the parties that during the two year testing period, the Tribe may continue to produce income from the land as it has ordinarily done. At the end of the two year period, as a result of the sizeable investment by Grower in testing, preparing, and irrigating such land, Tribe shall execute a lease for a 25 year period, and Grower shall be granted options to continue leasing such land as it finds suitable and chooses for the crops planned by Grower for two terms of 25 years each from the date of the signing of the lease, pursuant to PUBLIC LAW 112-151, enacted on July 30, 2012, also referred to as 25 U.S.C. 415. In the event that the land leased by Grower becomes for any reason non-productive, Grower shall have, in his discretion, the right to terminate the lease with the Tribe on any portion of such lands at

no penalty for Grower.

Dated this

day of

, 2013.

Cyril Scott, Chairman, Rosebud Sioux Tribe

Mansur Abahusayn, Grower

Proposed Agreement by ANAADEC to Grow Agricultural Crops on Tribal Trust Lands

1. Purpose The purpose of the agreement is to convert the land to irrigated productive land to grow crops for export over a long time period of 25 years renewable two times for a total of 75 years. 2. What is the size of the anticipated development?

The project anticipated putting about 3 million acres into production over a period of 10 years at the rate of 300,000 acres per year depending on the suitability of the land and access to economic water for irrigation. The grower knows that the best lands have been taken and the remaining lands need a lot of improvement to bring them to economic irrigated agriculture. 3 million acres are expected to be developed. Total anticipated investment is 10 billion US Dollars. Upon completion of the project, the expected revenue often million tons is 2 billion USD.The expected share to the tribes from the profits is 30-80 million per year, depending on market conditions. 3. Do the tribes have competition? Such large and long-term agricultural development is attracting attention from many countries such as Argentina, Sudan, Ethiopia and others. Those who give the best terms and sign early will be the winners of the agreement. 4. What does the tribe need to do to be considered for this business opportunity?

The Tribe needs to meet the deadlines for two dates that are important: The first Date is Feb 28. By this date the interested tribe must sign a letter of intent addressed to Dr. Mansur Abahusayn, CEO of NAADEC and handed to Mr. James Abourezk, expressing serious interest in ANAADEC project and intends to lease the land based on fair terms for profit sharing. The Second Date is April 15 for signature of the agreement. 5. What will be the benefits to the Tribe? The Tribe benefits are many: 5.1. Money: The land under irrigated long-term agreement will be a large money generator for the tribe. The tribe will know it has a dependable source of income for many years to come. The tribe will be able to
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6.

depend on the source of income for industrial, touristic and other developments. 5.2 Jobs. ANAADEC project will be one of the largest job creators on the reservation. There will be training for mechanics, electricians, and equipment operators, truckers, secretaries, storekeepers, security, agriculturalists and other jobs. 5.2. Land value appreciation: while barren land is worth few hundred dollars at best, irrigated productive lands are worth thousands of dollars. Who is the grower? The grower is an Agricultural Company to be registered in South Dakota. The owner ofthe company is Dr. Mansur Abahusayn. He has a PhD in Agricultural Engineering from University of California at Riverside, specializing in Soils and Irrigation. 30 years ago he started an agricultural company in Saudi that grows wheat, forage, vegetables and dairy. The company now has over 500,000 acres and makes an income of 500 million US Dollars a year. He was on the board of Universities, banks, chamber of commerce and represented agriculture in the US-Saudi Joint Economic Commission. He introduced Valley Irrigation Center Pivots of Nebraska to Saudi Arabia, which ended up in sales of over 30,000 units (3 million acres). The grower is now a US citizen. What will happen to the Tribe trust and other lands under contract? The land and its water resources will be studied by professionals to determine suitability of which crops to be grown and to assess the availability of irrigation water, all to be completed within two years after signing the contract. Then suitable land will asked to be leased, wells will be drilled, irrigation systems installed, other necessary equipment will be purchased, silos and sheds are to be built, along with workshops, stores etc., and the land is put into production. There will be a rotation of crops to build and maintain the productivity of the land and disrupt the life cycles of pest insects and diseases. The land will be cultivated with utmost care to the environment. Specialists in agronomy, irrigation, soil, and others will be consulted to make sure most advanced practices that minimize cost and preserve soil and water and the environment are implemented.

7.

8. What happens to the land while studies are being made? The land leases will be phased in gradually. Therefore ANAADEC will work with the Tribe to bring available land into the lease agreement as existing leases expire. A schedule ofland that is suitable will be produced by ANADDEC from its studies and land will continue its current lease until existing leases expire and it is phased in. A project of this size will bring the land into production over a period of no longer than ten years. Therefore the Tribe will continue to reap the benefits of existing leases until the land is transferred to production under the ANAADEC agreement according to an agreed upon schedule.

9. Other questions can be addressed in writing or verbally to Senator James Abourezk and we will be happy to answer any questions. The guiding principle is fairness and mutual respect.