___________________________________________________________________________________________

January 24, 2013

The Managing Director/CEO

Comrade Air Services Ltd
Suite B1 Bensima House, Red
Sea Close, Off Aguiyi Ironsi
Road, Maitama, Abuja.
Abuja FCT | Nigeria

Dear Sir,

MANDATE LETTER: EQUITY CAPITAL RAISING IFO COMRADE AIR SERVICES LTD

We are pleased to confirm our mutual understanding concerning the engagement by

COMRADE AIR SERVICES LIMITED (“CAS” or the "Client") of ANK Capital Ltd ("ANK")
to act as financial advisers and arrangers (“Adviser”) in connection with the equity
capital (Band Guarantee (BG) of $5,494,500.00 (US Dollar) being 15% equity stake
in their $36,630,000.00 (Thirty Six Million, Six Hundred and Thirty Thousand USD) to
be issued in favor of Edward C. Tucker (DBA Tamir Enterprise LLC) on behalf of
Comrade Air Services Limited being 15% equity stake of Client for facility of
$36,630,000.00 availed to them by Tamir Enterprises LLC services and Overdraft
(OD) of N100,000,000.00 (Nigeria Naira) for the operations and management of
charter in Nigeria (the “Transaction”).

Our Mandate / Role

Based on the above and in line with the mandate, our identified roles as Financial
Adviser/Arranger apart from co-ordinating all activities relating to the Facility are as
follows:
1. Advisers to the Company
ANK will arrange a meeting(s) with the Client and advice of all the necessary
information/documents required and other matters that will enhance the
success of the transaction.

2. Other Roles of ANK will include but not limited to:

 Identifying the lending institution(s) or Private Equity Firms
 Prepare Non- Disclosure Agreements for execution by lending Institution/P.E
Firms
 Secure expression of Interest and commitment levels
 Prepare Preliminary Information Memorandum on the Transaction
 Secure approvals and negotiate terms and conditions of the Transaction
 Assist the company in meeting conditions precedent to issuance of BG and OD
drawdown
 Follow up with the company on utilization of the proceeds of the Finance Facility

__________________________________________________________________________________
Office: #4 Elder Andrew Worlu Close | Off Obiwali Road |, Rumuigbo| Port-Harcourt, River State | Nigeria
Phone: +234 802 305 6427 | Email: ankcapital.limited@gmail.com
___________________________________________________________________________________________
3. All - Parties Meetings
Transactions of this nature will require regular meetings of all the parties to
discuss at intervals, matters relating to the Transaction. It is the responsibility of
the Financial Adviser/Arranger to convene such meetings, prepare the agenda
and direct proceedings.

4. Preparation of Transaction Documents

The Advisers will prepare the facility document i.e. the Preliminary
Information Memorandum and other ancillary documents required by
Prospective lenders/investors for the request Evaluation, Analysis and
Appraisal.

5. Marketing
The essence of the Mandate is to achieve full amount and ensure financial
closure. ANK will sensitize the immediate market through various programmes
and campaigns that will engender interest in the Transaction.

Client’s Role
Your role in the success of the proposed transaction and fund sourcing process is very
critical as detailed information will be required from you to enable us prepare a
convincing Information document. You will therefore be required to make available to
us in due course the following resolutions/information/documents in respect of the
issue.

a) Information and documentation

The Company is required to supply the information/documents listed below:
 Business Plan(soft copy)
 Projected Cash flow for 5 years
 Company Incorporation Documents
 History and business of the Company, names of Directors, Management
and Principal Officers of the Company ( soft copy) ie comprehensive
Company Profile
 Audited account for the last preceding three years (if available)
 Copies of Tax Clearance Certificate (if available)

Our Fee
Our professional fee i.e. Success fees as agreed, shall be:
a. 6% of the BG Amount
b. 6% of the OD Amount
As stated above (a and b are independent of each other and not related) payable upon
closure (approved and disbursed) of the Transaction and a Commitment fee of
N750,000.00 (non-refundable) payable immediately upon execution of this
engagement letter. Please note that our fees are net of all taxes.

__________________________________________________________________________________
Office: #4 Elder Andrew Worlu Close | Off Obiwali Road |, Rumuigbo| Port-Harcourt, River State | Nigeria
Phone: +234 802 305 6427 | Email: ankcapital.limited@gmail.com
___________________________________________________________________________________________
TIME FRAME
In line with current market realities and risk appetite of lending/P.E Institutions,
financial closure may be achieved on best efforts basis within the next 90days subject to
complete receipt of relevant information and documentation from you.

Should you require further clarification, please contact any of the undersigned on +234
802 305 6427

We thank you for the confidence bestowed on us while assuring you of our best
professional services always.

Yours Faithfully
For: ANK Capital Ltd

Principal Consultant.

The terms of this engagement are accepted by _____________________________________________on

behalf of COMRADE AIR SERVICE who represents that he/she is authorised to accept
these terms on behalf of the company.

Signed:

................................................................ ......................................
(Name and position) Date

__________________________________________________________________________________
Office: #4 Elder Andrew Worlu Close | Off Obiwali Road |, Rumuigbo| Port-Harcourt, River State | Nigeria
Phone: +234 802 305 6427 | Email: ankcapital.limited@gmail.com