LICENCE AGREEMENT

.........................................

I. CONTRACTING PARTIES

ATLANTIC TRADE AND INVESTMENT COMPANY SRL, a limited liability company under the laws
of Romania, with the registered office in Bucharest, Biharia street, no. 67-77, Building C , duly represented by
Amani Joumaa in his capacity as General Manager, hereinafter called “the Licenser”,

and

BOSHAR FOR FOODSTUFF& DRINKS, a limited liability company under the laws of Sultanate of Oman,
with the registered office in Boshar Muscat, P.O Box 843 P.C. 121, duly represented by Khamis Salim in his
capacity as Administrator, hereinafter called “the Licensee”

Recitals

This contract is based on the fact and information below concerning the use of community trade mark “SUN
FOOD” and the international trade mark “Badster Energy”, reputation and know-how.
The Licensor and its trademarks in particular have acquired a world-wide renown for quality from which its
licensees benefit.
Over the years, the Licenser has acquired and perfected expertise in the development of the various type of
products and what to find new market for its products.
The above stated, the Licensee has expressed its wish to fabricate and sell the aforementioned products under
the trademarks mentioned above, and has applied for a license to exploit this and associated know-how.

Therefore, the Parties hereby agree as follows:

Article 1- Definitions

Unless expressly defined otherwise, the terms below shall have the following meaning:
Agreement: the present transfer of use trademarks and associated know-how.
Territory: the territory defined in Article 3, covered by this Agreement.
Products: a wide sort of cans including food and drinks under the Licensor’s trademarks. This products will be
mentioned in appendix 1.

Article 2- Nature of License

Licensor grants the Licensee an exclusive license to fabricate products mentioned above and sell the products,
within the territory of Sultanate of Oman, Qatar, United Arab Emirates.
The license grant the Licensee to benefit of the know-how in production and selling products in territory, all
the products have to accomplish a certain level of quality.

Article 3 – Territory

This Agreement is granted through out the Sultanate of Oman, Qatar, United Arab Emirates.
Should the Licensee wish to develop its export sale network outside the territory, it shall obtain prior written
consent from the Licensor who will provide assistance if required.

Article 4- Royalties

The agreement is granted in consideration of payment of yearly royalties at a rate of 3% of Licensee’s total
revenue exclusive of VAT.

Article 5 - Term
The agreement shall run for a term of 5 years, full and consecutive years from the date of signing the present
agreement.

1
At the end of the term of the contract, the Agreement shall be tacitly renewed every 5 years, unless either Party
gives notice of termination to the other by registered letter with bill of receipt no later than 6(six ) months
before the end of the term then in progress.
This agreement supersedes all the other previous verbal and written under-standing. Any change to the
agreement or its constituent annexes shall be effected by written amendment signed by both Parties.

Article 6- Communication of information. Assistance

Licensor shall provide Licensee both verbally during visits by its manger and in written form by means of
documentation, market research, production manual, quality standards with all the information it needs in
connection whit the process.
Licensor shall provide with all attendant know-how that exists or may be developed in the future.

Article 7- Marking of process

The process covered by the Agreement shall be sold under the Licensor’s trademarks.
Consequently Licensor grants Licensee the right to use its trademark in territory. To this effect, Licensor grants
as an accessory provision of the Agreement a royalty fee exclusive license to use the trademarks listed and
annexed hereto as an integral part of the agreement.

Article 8- Terms of Payment of royalties

Royalties due under the term of this agreement will be payable per quarter by bank transfer within forty-five
days at the end of the last elapsed calendar quarter.
Licensee will communicate its revenue over the last elapsed quarter to Licensor, to serve as basis for
calculating royalties.

Article 9 – Non-Disclosure
Licensee shall not disclose any information communicated to it by Licensor during the
course of the Agreement and for five years thereafter.
Article 10 – Improvement. Transfer of Know-how
Either Party shall inform the other of any improvements made to the process, including new
product developed.
Article 11 - Infringement
Each Party will inform the other of any infringement of the process that is brought to its
notice. The same shall apply to any failure to observe the non-disclosure provision regarding
know-how.
Article 12 – Waiver of rights and Sufferance
The waiver by either Party, at any time, of a breach of its rights shall not operate or be
constructed as a waiver of any subsequent breach of those rights.
Article 13 – Force Majeure
Performance of all or part of the contractual obligations incumbent on the Parties under the
terms herein shall be deffered in the event of force majeure.
Force majeure means any event that the Parties could not be expected to foresee, that is
entirely beyond the control of the defaulting Party, and that prevents the obligations of the
Agreement being performed as originally intended.

2
The Parties agree that the following in particular shall be considered cases of force majeure:
war riots, fire, strike, inability to procure, and general transportation stoppage.
In the event of force majeure, as defined above, the invocating party shall give notice to the
other Party by registered letter with bill of receipt, or by telex or facsimile transmission
within eight days of the event.
Article 14 – Termination
The Agreement shall terminate with immediate effect if either Party defaults on any
of its contractual obligations, and fails to remedy within 30 (thirty) days of receiving notice
to this effect from the other Party by registered letter with bill of receipt.

Article 15 – Effect on Expiry of Termination

Licensee shall return any documentation mentioned in article 9 within 15 (fifteen)
days on the date on which the Agreement ceases to be effective.
Licensee may sell off any products left in stock at the time when the Agreement
expires or is terminated, until all stocks have been sold, once they have been inventoried by
a third Party appointed by Agreement between the Parties.
Licensee shall pay Licensor any royalties due under the terms of article 4 above no
later than 30 (thirty) days after all stocks have been sold off.
Article 16 – Language
This Agreement exists in 6 (six) original copies, in English.
Any translation, particularly into _____ , shall be reputed for the sole needs of Party
responsible for requesting, performing or commissioning the translation.
In the event of a dispute, the English original shall be prevail.
Article 18 – Governing Law
The laws of France should govern the Agreement.
Article 19 – Arbitration
All disputes arising out of or in connection with this Agreement shall be finally
settled by arbitration under the ICC (International Chamber of Commerce) in Paris. The
place of arbitration should be Paris.
Article 20 – Registration and Fiscal Charges
All changes, taxes and duties payable with respect to the Agreement, and to the
payment of royalties as defined in article 5 above shall be borne, in each country, by the
resident Party who undertakes to make prompt payment and comply with all fiscal
requirements in respect of the Agreement.

3
Agreement made in ___________, this ___________ day of ________, in 6 (six) original
copies.

The Licenser The Licensee

____________ ______________

II. SCOPE OF AGREEMENT

Art.1 – This agreement sets the terms and provisions of a general business association between the
parties, according to which the Seller will deliver food goods, listed in Annex I to this agreement, on orders
sent by Buyer.
Art.2 - The Seller undertakes to transfer ownership over the merchandise (products), and the Buyer
to take over the merchandise and to pay the negotiated price on the terms and under the provisions stipulated
by the agreement.

III. DURATION OF AGREEMENT

Art. 3. The agreement is concluded for a period of …………, with the possibility of extending it by
additional document mutually agreed upon.

IV. DELIVERY TERMS AND CONDITIONS

Art.4 – The products’ delivery term is of ……. calendar days from the date the Buyer sends the order.
The Buyer shall send a written order, by fax or e-mail. The Seller shall send a written confirmation of the
order, specifying the quantity, delivery term, price, and all other delivery conditions.
Art.5 – The Seller shall deliver the goods in the quantities indicated in the order, and will forward to
the Buyer the documents related to the goods: delivery note, invoice, certificate of origin, quality certificate
and / or any other documents requested by the Romanian laws in force: licenses, import / distribution
certificates, sanitary veterinary notices, etc.
Art.6 – At the same time, the Seller undertakes to deliver the products with the observance of the
standards regulating the quality, packaging, validity terms, labeling in Romanian, CS or CE marking,
according to the Romanian laws in force.
Art.7 – In case the delivery of goods is delayed, the Seller shall owe to the Buyer penalties of 0.5 %
of the value of the products ordered and not delivered per every day of delay, starting with the day when the
delivery should have taken place.

V. PRICE AND VALUE OF THE AGREEMENT

Art.8 – The products' prices are indicated in the price list, as they have been accepted by the Buyer
consequently to the negotiations between the parties.
Art.9 – In case the Seller delivers the merchandise with prices different from the ones agreed on by
the Buyer, the latter reserves the right to pay only the prices previously agreed upon, or to send the
merchandise back.
Art.10 - The total value of the agreement is represented by the sum of the values of the orders sent
and delivered, as a result of the development of this agreement, but will not exceed the value of ………...The
parties may modify the value of this agreement by signing an additional document to this agreement, in case
the circulation of the orders delivered during the validity period of this agreement exceeds the top value
indicated above.

4
VI. PAYMENT MODES AND TERMS

Art.11 – The Buyer undertakes to settle the equivalent value of the products ordered and invoiced as
follows:
Payment in advance of goods if the Seller requests and the Buyer agrees to it.

Art. 12. – In view of payment, the Seller undertakes to make the following documents available for
the Buyer:
- Original invoice;
- Certificate of origin;
- Declaration of conformity (if it is the case);
- Delivery note;
- Other documents requested by the laws in force.

Art. 13. – The Seller undertakes to send a written notification to the Buyer, within 48 hours, advising
changes to the bank account and or / branch, telephone number, fax number, as well as any other data
referring to the payment for the goods. Otherwise, the liability lies with the responsible party.
Art.14. - As security for the payment (total / partial – amounting to the counter-value of a delivery) of
the goods, according to the contractual terms, Buyer shall present a payment bank guarantee .

VII. TAKING DELIVERY

Art. 14 – The products shall be delivered to the Buyer’s premises, unless otherwise indicated in the
order. Acceptance of the delivered goods is performed according to the legal provisions, in the presence of the
Buyer’s representatives.
Art. 15. – In case on acceptance of delivery it is noticed that the products are damaged, there are
quantitative and / or qualitative shortages, the Seller shall replace the inappropriate products and / or deliver
the difference up to the due quantity within at most 14 days after the notification.
The Buyer is entitled to reject the damaged products, having torn packaging or which do not comply with the
quality agreed upon.
Art. 16.- In case the Seller is out of stock for the products needed to replace / deliver the quantitative
shortage, the Seller will issue a canceling invoice for that quantity. The Buyer shall advise the Seller in writing
about the request to replace the inappropriate goods and / or deliver the quantitative shortage, the notification
must be sent within 7 days at most after the delivery date. The expenses for the replacement of the products
found, on acceptance, to be missing, damaged, or quantitatively inappropriate shall be in charge of the Seller.

VIII. RETURN CONDITIONS

Art. 17.- The Seller agrees to accept the return of all products delivered, in case they are qualitatively
inappropriate or hidden flaws are found. All expenses related to the goods return under such circumstances lie
with the Seller.

IX. SHIPPING AND TRANSPORT

Art. 18. – The transport and corresponding expenditures lie with the Seller, unless otherwise indicates
in the order.
Art. 19. – In case the Seller cannot deliver the goods on the term agreed upon, the Seller must
previously send a written notification, by fax or e-mail, to the stock control representative, specifying the new
delivery date.
Art. 20. – In case two consecutive delivery terms were missed, the buyer may one-sidedly terminate
the agreement. The cases of force majeure exonerate the Seller from liability.

X. CLAIMS

Art. 21 – In case of hidden flaws found on the products, the Buyer will send a written notification to
the Seller informing the Seller of the founding, and the Seller must completely replace the flawed products or
the entire lot, as the case may be, within 15 days from the date the notification is received.
Art. 22. – The Seller is entitled to visit, analyze, and inspect the products subjected to claims.
Art. 23 – Once the hidden and latent defects have been considered, Buyer shall be either reimbursed,
or shall obtain the replacement of the said products.
XI. FORCE MAJEURE

5
 Art. 24. – The Force Majeure, representing any unpredictable and lasting event, occurred after the
conclusion of this agreement, which prevents complete or partial performance thereof, exonerates from
liability the party invoking it under the stipulations of the law. For the purpose of this provision, force majeure
means circumstances such as: war, social upraise, earthquake, extensive flooding, embargo.
The force majeure occurrence shall be advised to the other party within 5 (five) days from its
occurrence and ascertainment within 15 (fifteen) days from its notification by the competence authorities.
In case of failure to inform, within the terms indicated above, of the start and end of the force majeure
event, the party invoking it will bear all compensations caused to the other party by the failure to notify on
time.
In case the circumstances forcing the prevention to fulfill this agreement extend for a period longer
than six months, each of the parties may request termination of the agreement.
According to the stipulations of the foregoing paragraph, the agreement is terminated without any
interest claims.
The termination shall have no consequences on the liabilities that were already due between the
parties, prior to the occurrence of the force majeure event.

XII. CONTRACTUAL LIABILITIES

Art. 25. – Liabilities of the Seller

- To deliver the products listed in the written order to the Buyer, under the terms and conditions agreed
upon;
- The products will have enclosed all legal documents, as well as all documents stipulated under this
agreement, filled in with all the data, according to the legal stipulations and to those within this
agreement. In case one or more such data is missing, the Buyer shall send a written notification to the
Seller.
- Not to perform any replacement or change to the ordered products, without the Buyer’s prior consent,
not to deliver other products than ordered, and only in the ordered terms. In case the Seller fails to
comply with this liability, they shall bear all charges for the products return;
- To deliver the products ex warehouse at the Buyer’s premises, the Seller being completely liable for
all shipping, transportation, loading—unloading expenses, as well as other expenses related to the
products being delivered. The products shall be marked, packaged, or labeled in accordance with the
legal requirements;
- To have all certifications, authorizations, and licenses needed to market and deliver the products
under the scope of this agreement to the Buyer, with the full observance of the law;
- Not to violate, during the development of this agreement, the intellectual property rights of any third
party (invention, innovation, trademark, industrial drawings and designs, name, copyright, etc),
otherwise being the sole responsible for the damages caused to the owner of the violated right;
- To advise the Buyer of any changes occurred to the data referring to the offices, bank account, etc, by
means of a written official notification;
- To perform the contractual provisions in good faith and to their best knowledge;
- The Seller secures the Buyer against eviction and against the flaws in the products sold. At the same
time, the Seller secures the Buyer for the compliance with the product-specific legal regulations,
making available for the Buyer all certificates, authorizations, and licenses needed to sell those
products with the full observance of the law;
- Together with invoicing of the products to ……………………, the trading rights over the
corresponding goods are also transferred.

Art. 26. – Liabilities of the Buyer

- To buy the products that were ordered to the Seller, in the provisions established in this agreement
and orders;
- To pay the equivalent value for this merchandise. The payment shall be made by banking transfer,
into the Seller’s account, or by settlements with amounts owed by the Seller to the Buyer;
- To accept the products, through a representative;
- To perform the contractual provisions in good faith and to their best knowledge.

Art. 27. – In case the contractual liabilities fail to be performed for a period longer than 60 days, this
agreement is deemed fully and automatically terminated, but this does not exonerate from liability the
guilty party, who must still settle their contractual liabilities.

XIII. CHANGES AND TERMINATION OF THE AGREEMENT

6
 Art. 28. – The agreement may be changed by means of written documents, signed by both parties,
which become integral part of this agreement.
Art. 29. – This agreement cannot be terminated one-sidedly. Exceptionally, the Buyer may terminate
it, provided that they send a prior written notification to the other party, at least ........................... working days
in advance, in case the Seller failed to observe to consecutive delivery terms.
Art. 30. – The contracting parties will maintain confidentiality over the data relating to their business,
scope of activity, or merchandise. This provision will remain valid after the termination of this agreement.
Art. 31. – The guilty party undertakes to pay compensations for complete or partial contractual
breach, or for inappropriate performance of any of the contractual provisions.
Art. 32. – In case the Seller fails to comply with the provisions within this agreement, they undertake
to pay additional compensations, over the penalties indicated above, for the injuries caused to the Buyer
(including uncashed profit), including any fines, forfeit of products, or compensations incumbent on the Buyer
claimed by third parties resulting from ownership, storage, and / or reselling of the products under the scope of
this agreement.

XIV. FINAL PROVISIONS

Art. 33. – This agreement represents, together with the invoice issued by the Buyer, the delivery
note, the declaration of conformity, and other documents listed in the annex, the main legal evidence for
amiable solving of any possible litigations occurred between the parties or, in case of further litigation, for
legal action taken to the competent court of law from the Buyer's offices.
The agreement can be modified by means of written documents, signed by both parties, which
become integral part of this agreement. The additional documents and the annexes to the agreement are
integral part thereof.
Art. 34 – Even if one of the provisions within this agreement becomes null, the remaining provisions
are still valid. Any null provision shall be subjected to replacement by a similar provision, to the meaning and
purpose of the above stipulations.
Art. 35. – The provisions of this agreement shall work together with the stipulations under the Civil
Code, of the Commercial Code, as well as with the stipulations enclosed within the annex to this agreement,
which are integral part thereof, namely:
- Photocopies of the incorporation certificates of the parties;
- Photocopies of the fiscal registration certificates;
- Photocopies of the functioning authorizations;
- Marketing documents;
- Approvals and / or authorizations, manufacturer / importer declarations etc.

This agreement represents the full will of the signatory parties.

The agreement has been concluded in 2 (two) original copies, one for each party.
This agreement comes into force on the date of its signing, and any foregoing written or oral arrangements
concluded between the signatory parties of this agreement become null and void on the date this agreement
comes into force.

SELLER, BUYER,