MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (hereinafter referred to as the Memorandum) entered into and being made on ________ July, 2012. By and Between:

And Frontier Works Organization FWO, having its registered offices in Pakistan and Head Quarters at 509 Kashmir Road, R.A Bazar, Rawalpindi, Pakistan, hereinafter FWO; Preamble 1. Both parties have agreed to develop Business Relationship for future projects in KSA, together on Cooperation basis as per the applicable rules & laws. This being premised, the parties agree as follows: Exclusivity Both parties assume that, prior to the date of this Agreement, FWO agrees that from now on and as long this Agreement is in force (Exclusivity Period) it shall not, and shall neither allow its respective subsidiaries or affiliates, offices and directors, neither directly or indirectly, negotiate and make agreements with any other enterprises other than the parties on the projects specified to be undertaken mutually agreed between the parties. 1. Exclusivity Period

This Exclusivity Agreement shall come into force on the date signature hereof and will be effective for two (02) years or until the parties reach a new agreement on applicable cooperation basic-the project (Exclusivity Period), which time is earlier. 2. Expenses

Parties agree that either of them shall bear its own cost and expenses and neither of them shall have to reimburse the other party for any expenses whatsoever (including e.g. fees, charges, disbursements and expenses of technicians, financial advisors, accountants, consultants, attorneys and other advisors) incurred by one of the parties

and paid to third parties in connection with negotiations or discussions on the projects set out in the preamble. 3. Confidentiality

Without the prior written consent from the other party, neither party shall disclose the content of the Technical Proposal, Commercial Proposal, Proposals to a thired party, except for obtaining relevant approvals and finance purposes to the authorities, banks and etc. 4. Independent Relationship between the Parties

The parties are only establishing an independent cooperation relationship with each other by entering into this agreement. Nothing in this Agreement shall be construed or implied as: a) Establishing between the parties hereto any partnership or any other form of relationship entailing joint liability; b) Authorizing either party to incur any expenses or bear any other form of obligation on behalf of the other party (except with the other Partys prior written Consent) 5. Governing Law; Arbitration

This Exclusivity Agreement shall be governed by and construed in accordance with the laws of England excluding conflict of law & rules which may direct the applicant of the laws of any other jurisdiction. All disputes arising out of or in connection with this Exclusivity Agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and finally be settled under the Rules of Arbitration of the said chamber by three arbitrators appointed in accordance with the said rules. The arbitration shall take place in Paris, France and the language of arbitration shall be English.

This Agreement constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all prior discussions, negotiations and agreements between them before, and is made out in four (4) originals and two (2) original Copies for each party.

Frontier Works Organization On behalf of FWO _____________________________ _____________________________ _____________________________ For and on behalf of _____________________________ _ _____________________________ _ _____________________________ _ _____________________________ _

WITNESS _____________________________ _____________________________ _____________________________

WITNESS _____________________________ _____________________________ _____________________________