Non-Disclosure Non-Circumvention Joint Venture Working Agreement

THE FIRST PARTY: Chairman Nassef Onsi Sawiris.

No. 17, Ummam Center Salah Eddeen Road,
Malaz Riyadh, Kingdom of Saudi Arabia.

THE SECOND PARTY: Michael Demartino.

Executive land Developing Corp
485 commerce street Hawthone Ny 10594.

Whereas, the first party (CEO Nassef Sawiris), located at No.17,Ummam Center Salah
Eddeen Road, Malaz Riyadh, Kingdom of Saudi Arabia, would like to make an
anonymous investment under the trusteeship of the second party with a payment of
130,000,000.00 USD (One Hundred and Thirty Million United States Dollars).

And whereas, the second party (Michael Demartino) is a business partner in New York.
The first party is prepared to fund the second party in that respect. Now, therefore, in
consideration of the foregoing facts and the mutual representation and covenants
hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1

The recitals set forth above constitute an integral part of this agreement at all times
and are considered as a fundamental condition to execute it.

ARTICLE 2: PURPOSE OF THIS AGREEMENT

The purpose of the present agreement is to define the contractual relationship between
the first party and the second party.

ARTICLE 3: RIGHTS GRANTED

Subject to the terms and upon the conditions set forth herein, throughout the
duration of this agreement, the first party hereby agrees to fund the second party the
amount of 130,000,000.00 USD (One Hundred and Thirty Million United States Dollars)
as a payment for the sole purpose of the company.

The second party is also required to report back to the first party as to revenues
disbursement and expectations at least twice annually.

The equity share holdings of the package shall be as follows:

50% to the first party and 50% to the second party

Said share distribution for the project shall cover only the time period as defined in
this agreement during the time the first party funds the second party.
The second party hereby accepts to use and invest the above-mentioned fund in the
said projects and the said package diligently and in profitable activities under the
profit sharing arrangement defined in this agreement.

Article 4: PURPOSE

The purpose of the fund is to fund (Michael Demartino) dealing primarily in the
mentioned projects.

ARTICLE 5: DUTIES OF THE FIRST PARTY

a) To fund the second party to the amount of 130,000,000.00 USD (One Hundred and Thirty
Million United States Dollars) under the expertise of his syndicate.

b) To confirm that the second party is legally entitled to enter into such a business
arrangement with him.

c) To ensure that funds are released and necessary authorizations are made as when
needed by the second party provided they abide by the terms of the transaction.

ARTICLE 6: DUTIES OF THE SECOND PARTY

a) To ensure prompt utilization of funds authorized by the first party, up to the total
sum needed for each project and to be used solely for the investment activities
previously described in this agreement.

b) To acknowledge the availability of the fund, after receiving in the account and the
deed agreement by signing this working contract document.

c) To pay annual dividends of 50% of the distributable net profit, as decided by the
board to the foreign account of the first party.

d) To provide the following documents regarding the security of the first party:

1. Passport Number
2. Two additional passport photography
3. Copy of Company Certificate of Incorporation
4. Identification Card

ARTICLE 7: DURATION OF THIS AGREEMENT.

a) The present agreement shall become effective on the day this agreement is signed by
both parties.
b) Afterwards, this agreement shall be renewed by tacit consent for an equal period,
unless previously terminated by either party, three months prior to the expiration of
any of the following renewal period(s).

c) Any termination of the present agreement shall not impair any rights or remedies of
any party hereto neither accrued prior to the termination nor relieve any party of its
obligations accrued prior to such termination.

d) After 10 years from the date of acknowledgement of funds in the account, the first
party will have the option to remain in the partnership or have the second party
repurchase its equity holding at a price value calculated from the company’s net value
at the date of the transaction.

e) Should the second party be not willing to repurchase the first party equity holding,
the first party will be free to sell its shares to anyone interested at a price per share
agreeable to it.

f) The eventual decision of the first party to sell its equity holding shall be made
available in writing to the second party.

ARTICLE 8: EXPIRATION AND CANCELLATION

a) This Agreement shall expire as provided in Article 8 hereon. It may also be

terminated by either party for any of the following reasons and conditions:

1. Inability of the second party to put the initial investment capital into proper use
resulting in mismanagement or fund unprofessional practices.

2. If the second party fails to pay the dividends agreed to the first Party.

b) After this agreement is signed the first party will be liable for all losses if the agreed
amount is not paid to the second party.

c) Any termination request from either party shall be presented to the other party in
writing.

Non- Disclosure: Each Party agrees not to disclose or otherwise reveal to any third
party the identities, addresses, telephone numbers, patent right, facsimile numbers,
Email addresses, telex numbers, bank codes, account numbers, financial reference, or
any other entities introduced by either party to the other without the specific written
permission of the introducing party except where legally required.

Terms: This Agreement is valid for the following term: Ten (10) years from the date of
acknowledgement of funds in account.

Parties bound: This Agreement shall be binding upon all undersigned parties and their
heirs, successors, associates, affiliates and assigns. Each party shall take reasonable
steps to ensure that their employees, agent’s representatives, officers, independent
contractors, shareholders, principals and other third parties abide by the provisions of
this agreement.

Notice: All notices, demands, requests given by the parties shall be in writing
transmitted by telecopy or other means of facsimile transmission with return
confirmation requested, postage prepaid, to the other party at the last facsimile
number or address the party has designated by notice here in. Notice shall be
considered to have been given.

Language: The language in all the agreement shall be in all cases constructed simply
according to its fair meaning and not strictly for or against any of the parties and it is
agreed that the English language is used.

Severability: Should any portion of this agreement be declared invalid or

unenforceable, then such portion shall be deemed to be severable from this agreement
and shall not affect the remainder hereof.

Integration: This agreement together with the shareholder agreement of the second
party, which supersedes in case of conflict this JV working agreement constitutes the
entire non circumvention agreement between the parties and supersedes all prior
discussion, negotiations and agreements, whether oral or written. The parties further
intend that this agreement constitutes the complete and exclusive statement of its
terms.

Amendments: Any change or amendment to this agreement, including oral

modification supported by new consideration, must be reduced to writing and signed
by all parties before it will be effective.

Arbitration:
This Agreement shall be governed by the laws of United States and shall not be
modified except by a written document executed by both parties hereto. This
agreement together with the shareholder agreement of the second party expresses the
entire understanding of the parties hereto and replaces any and all former agreements
or understandings, written or oral, relating to the subject matter hereof. Paragraph
headings are for the convenience of the parties only and shall have no legal effect
whatsoever. Any controversy or claim arising out of or in relation to this agreement or
validity, construction or performance of this or the breach thereof, shall be resolved by
arbitration before legal action is taken. In case of legal action the first party will be
responsible for all legal costs.

Attorney's Fees: If any party files any action or brings any proceeding against others
arising from this agreement the United Kingdom fee structure will apply.

Physical Validation: After the investment funds have been transferred, the second
party must be physically validated or represented by an attorney who resides in same
location with the first parties bank before gaining access to transfer the investment
funds to any other designated bank account of his/her choice.

Force and Effect of Documents: The parties hereto agree that only the signed original
copy will be accepted.
IN WITNESS WHEREOF, the Parties hereto execute this Agreement by their authorized
signatories.

SIGNED AND SEALED BY BOTH PARTIES

FIRST PARTY: SECOND PARTY:

SIGNATURE & DATE SIGNATURE & DATE

(Chairman Nassef Sawiris) (Michael Demartino)

FIRST PARTY NEXT OF KIN: SECOND PARTY NEXT OF KIN:

Mrs. Sherine Sawiris

SIGNATURE & DATE: SIGNATURE & DATE: