FUTURE CONTRACT TO

SHARE PURCHASE AGREEMENT

pursuant to Section 229 et seq. and Section 289 et seq. of Act No. 513/1991 Coll.,
Commercial Code as amended ("Commercial Code") and Article 5 of the Articles of
Association of a
cooperative farm AGROSLATINA, družstvo, having its business address at:
Cintorínska 7, Zvolenská Slatina 962 01, Reg. No.: 31 581 889

This Future contract to Share Purchase Agreement (hereinafter referred to as ”Future

Contract” or simply as “Contract”) is dated .........., 2009,

BY AND BETWEEN:

(1) Ing. Jaroslav Šuster

date of birth: 27.01.1961
birth No.: 610127/6214
resident at: Maloslatinská 17, Zvolenská Slatina 962 01
bank account No. :

(“Transferor”);

and

(2) name of the company (entity):

with its seat at:
Company Reg. No.:
registered with the Commercial Registry of the District Court in …………., Section:
Sro, Insert No.: ……………..
bank account No.:
represented by : ………………………. – executive director

(“Transferee”)

The Transferor and the Transferee shall be collectively referred to as the “Parties” and each
individually as a “Party”.

WHEREAS:

– Transferor is the owner of a 61% member’s share in a cooperative farm

AGROSLATINA, družstvo, duly incorporated under the laws of the Slovak Republic,
having its business address at: Cintorínska 7, Zvolenská Slatina 962 01, Slovakia, Reg.
No.: 31 581 889, which is registered with the Commercial Registry of the District
Court in Banská Bystrica under section: Dr, insert No.: 105/S (hereinafter referred to
as “Target”),

– As of today the Transferor holds member’s share in the Target in the nominal value of
EUR …………. duly paid in its entirety and representing 61% of the registered share
capital and 61% of the voting rights of the Target (“share”),

As the Transferee has intention to acquire the Transferor’s share in the Target in order to
become a majority owner of the Target, the Parties hereby enter into this Future Contract.
NOW IT IS HEREBY AGREED by the Parties as follows:

1 Interpretation

1.1 Headings are for ease of reference only and shall not affect the construction of this
Future Contract.

1.2 Words importing the plural shall include the singular and vice versa.

1.3 This Contract is made in the Slovak and English language. For the avoidance of doubt,
the Slovak English language version shall prevail over any translation.

2 Subject of the Future Contract

2.1 Based on this contract and under the terms as set forth therein the Transferor as a
majority owner of the Target undertakes to enter into the Share Purchase Agreement
with Transferee, transfer his share in the Target together with any and all rights and
duties related thereto to the Transferee and the Transferee undertakes to accept this
share and pay a purchase price therefor.

2.2 The Parties hereby undertake to enter into the Share Purchase Agreement no later than
on 1 OctoberNovember, 2009 with thecontent as indicated below in article 3 of this
Contract and amended according to findings of legal, technical and economical due
diligence that is to be performed in the Target.. The transaction will have legal and
economical effect as at the 1 September 2009. Statutory accounts of the Target at this
date shall be issued by the transferor no later than 10 September 2009.

2.3 Transferor hereby undertakes to enable the Transferee to perform legal, technical and
economical audit due diligence (hereinafter jointly referred to as “due diligence”) within
the Target at the expense of the Transferee. Legal audit shall be performed by Dr.
Joezef Malý, Law Office of Detvai Ludik Malý Udvaros, seated at: Cukrová 14,
Bratislava 813 39, Slovakia(“Auditor”). Technical due diligence shall be performed by
representatives of the Transferee. Economical due diligence shall be performed by Ing.
Ladislav Pompura of MONAREX audit consulting, s.r.o., seated at: ČSA 24, Banská
Bystrica 974 01, Reg. No.: 36 006 670. The Transferor hereby confirms that he is
acquainted heretwith aforementioned and shall provide the Auditorpersons performing
due diligence with any and all documents, and information and support that shall be
needed for e thdue diligence of the Targetauditlegal..

2.4 Transferor hereby declares that all representations and warranties given by him to the
Transferee asnd stated in this Contract and d tanin the Share Purchase Agreement as
indicated in article 3 below and amended according to the findings of due diligence of
the Target are correct and true. In case these representations and warranties are on the
grounds of the performed legal audit proved to be false or incorrect in its entirety or in
any part thereof or in case any major findings come up from the due diligence
performed, the Transferee shall be entitled to withdraw from this Future Contract with
effect from the delivery of this withdrawal to the Transferor and will be entitled to the
penalty of ………25.000.EUR from the Transferor..

Advokátska kancelária
DETVAI LUDIK MALÝ UDVAROS
2.5 After this Contract is being executed, the Transferor is obliged not to enter into any
agreements or covenants with third parties that shall enable the third parties to acquire
the Transferor’s share in the Target, dispose with the property of the Target, transfer the
Transferor’s share in the Target, transfer ownership rights to any property of the Target
or which might anyhow make impossible or limit fulfillment of this Contract. The
breach of the duty according to previous sentence by the Transferor shall entitle the
Transferee to withdraw from this Contract with effect from the delivery of this
withdrawal to the Transferor.

2.6 Transferor is obliged to secure that he is the owner of no less than 80% share in the
Target and that he holds no less than 80% of the voting rights in the Target no later than
on according to point 2.2 of this articlethe date the date on which the Share Purchase
Agreement is being executed. The Transferor is obliged to secure that he is able to
transfer shares and voting rights according to previous sentence on the Transferee no
later than on the date according to point 2.2 of this articlethis date. The violation of the
obligations set in this point shall constitute the right of the Transferee to withdraw from
this Contract with effect from the delivery of this withdrawal to the Transferor and to a
penalty in the amount of …………25.000 EUR from the Transferor.

2.7 Transferor is obliged to secure that the Articles of Association of the Target will enable
the transfer of shares in the Target to a legal entity (Article 4 point 1 and Article 5 point
2 of the Articles of Association of the Target) no later than on the day on which the
Share Purchase Agreement is being executed. The breach of the duty according to
previous sentence by the Transferor shall entitle the Transferee to withdraw from this
Contract with effect from the delivery of this withdrawal to the Transferor and to a
penalty in the amount of 25.000 EUR from the Transferor.

3 Content of the Share Purchase Agreement

3.1 The Parties hereby agree that the Share Purchase Agreement shall be amended
following the findings of due diligence of the Target, especially but not exclusively in
its part related to representations and warranties of the Parties.

3.2 The Parties hereby agree on the preliminary content of the Share Purchase Agreement
as follows:

Article 1 – Subject of the Agreement

1. The subject of this Share Purchase Agreement is a determination of the rights and
duties of the parties regarding the transfer of shares in the Target from the Transferor
to the Transferee, the payment of the purchase price and the terms thereof.

2. The Transferor hereby sells and transfers to the Transferee pursuant to section 229
of the Commercial Code his respective member’s share in the Target in its full extent
with all rights and obligations attached thereto and clear from any rights of the third
parties.

3. Any dividends pertaining to the share payable after the due execution of this
Agreement belong to the Transferee.

Advokátska kancelária
DETVAI LUDIK MALÝ UDVAROS
 4. The Transferee hereby buys and accepts the aforementioned share in the
Target with all rights and obligations attached thereto and clear from any rights of
the third parties.

Article 2 – Transfer of Shares

1. Transferor hereby declares that he is the owner of a 6180% share in the Target with
a nominal value of EUR …………………

2. Transferor hereby transfers his share in the Target extent with all rights and
obligations attached thereto and clear from any rights of the third parties according
to point 1 of this article in the full extent to the Transferee.

3. Transferee hereby accepts the aforementioned share of the Transferor and

undertakes to pay a purchase price therefor in the amount and under the terms as
agreed by the Parties.

Article 3 – Effects of the Transfer

The transfer of shares in the Target from the Transferor to the Transferee shall become
effective as of a day of the approval of the Share Purchase Agreement by the Board of
Directors of the Target.

Article 4 – Purchase Price

6. The Transferee undertakes to pay for the share acquired pursuant to this Agreement
the sum of EUR 1,000,000, to wit one million EUR (the “purchase price”) to the
Transferor. The purchase price according to previous sentence shall be correspondent
with 80% shareand 80% of the voting rights in the Target.

7. reduced., the purchase price according to point 1 of this article shall be

proportionallyof the total shareless than 80%constituteShould the share of the
Transferor in the TargetShould the statutory accounts at 1. September 2009 show an
equity capital of Target below 37.262.000 SKK, the purchase prise shall be
proportionally reduced. Audit of the statutory accounts shall be performed by Ing.
Ladislav Pompura of MONAREX audit consulting, s.r.o.

8. The purchase price shall be payable no later than 7 days from the day when the
Board of Directors grants its consent with this Agreement.

9. o the account of the Transferor, bank account No.: ………………The purchase price
according to point 1 of this article shall be paid t

Article 5 – Representations and Warranties of the Parties

1. The Transferor hereby represents and warrants to the Transferee:

a. the Target is validly existing under the laws of the Slovak Republic and is neither
insolvent nor subject, or to be subject, to any insolvency proceedings;

b. the execution of this Agreement and the fulfillment of the obligations hereunder do not
contravene any corporate document of the Target (including, without limitation, its

Advokátska kancelária
DETVAI LUDIK MALÝ UDVAROS
 Articles of Association) nor any applicable law or regulation or any court and/or
official interpretations thereof;

c. all necessary corporate action has been taken and all necessary approvals and
consents have been obtained for the execution and performance of this Agreement;

d. no dispute, right of set-off, counterclaim or defense exists with respect to the share
sold and purchased under this Agreement or any part thereof;

e. Transferor is the owner of a 61% share in the Target, he is entitled to dispose with his
share without any limitations; no pledge, lien or any other right of the third person
exists with respect to the share sold and purchased which may have an adversary
effect on the ability of the Transferor to enter into this Agreement and/or perform its
obligations hereunder;

f. there is no third person asserting a claim to the Transferor’s share in the Target;

g. there are no silent partnership agreements or similar arrangements by which a third

party is entitled to a participation in the profits or revenue of the Target;

h. this Agreement does not violate any right of the third party.
i. Any fee for the participation in mediating this contract and for the referring of Target
to the transferee is to be paid by the transferor.

2. The Transferee hereby represents and warrants to the Transferor:

a. Transferee is a validly existing company under the laws of .............. and is neither
insolvent nor subject, or to be subject, to any insolvency proceedings;

b. financial means intended for coverage of the Purchase price payable pursuant to this
Agreement belong to Transferee and/or were obtained via financial institution fully
eligible to provide such financial means.

3. In case any of the representation and warranties above proves to be false and/or
incorrect, the Party providing such false and/or incorrect representation or warranty
will be obliged to pay to the other Party a contractual penalty in the amount of the
Purchase price (as defined in article 4 of this Agreement) and cover any damage
caused by such false or incorrect representation or warrantyof ... %25.000EUR.

Article 6 – Withdrawal from the Agreement

1. The Transferor agrees that the Transferee shall have the right to withdraw from this
Agreement without any consequences in case of untrue material representations and
warranties (or any of them) as provided in the Aarticle 5 point 1 above under the
terms as set forth in article 5, point 3 of this agreement. hare.sin the amount equal to
at least .... % of the total purchase price for the Targetif such fact shall impose the
damage or loss for the Transferee or the

2. The Transferee agrees that the Transferor shall have the right to withdraw from this
Agreement without any consequences in case the purchase price is not paid in its
entirety until 30 days after the lapse of deadline provided in clause 4.2. above.

Advokátska kancelária
DETVAI LUDIK MALÝ UDVAROS
 Article 7 – Validity

1. This Agreement becomes valid as of the day of its due execution by the Parties and
effective between them on the even date. Towards the Target and the third persons this
Agreement is duly effective and the Transferee is accepted as the member of the Target
as of the day of the approval of this Agreement by the Board of Directors (or the
General Meeting) of the Target.

2. This Agreement shall be notified to the Target and its statutory representatives by the
Transferor.

3. With effect of this Agreement, the Transferor stopceases to being a member of the
Target.

Article 8 – Participation of the Transferor in the Target

1. The Parties hereby agree that the Transferor shall provide assistance to the Transferee
with operation of the Target for 3 months after the transfer of the share to the
Transferee is realized.

2. The terms of the assistance according to point 1 shall be specified by the Parties in an
agreement that shall establish an annex No. 1 to this Agreement.

Article 9 – Miscellaneous

1. This Agreement can be changed oryAn amendmentd must bement to this Agreeonly in
form of a written made in writingamendment andthat must be duly signed by both
Partieshereto.

2. This Agreement shall constitutes the entire agreement of the Parties with regard to
the transfer of the share in the Target and the rights deriving thereto and supersedes
all previous oral, written or other type of agreements thereon.

3. If any provision of this Agreement is illegal, invalid or unenforceable, such provision

shall be ineffective to the extent of such illegality, invalidity or unenforceability,
without invalidating or causing to be unenforceable the remaining provisions of this
Agreement.

4. In event of an illegal, invalid or unenforceable provision the Parties agree to replace

such provision by a provision which is legal, valid and enforceable and which reflects
the economic purpose and intention of the parties in relation to the original provision.

5. This Agreement shall be executed in 4 5 counterparts, each party shall receive two of
its counterparts, one counterpart shall be delivered to the Target.

6. 6. This Agreement shall serve as a legal basis for outlining the change in the List of
Members of the Target.

Advokátska kancelária
DETVAI LUDIK MALÝ UDVAROS
 7. The issues not regulated in this Agreement shall be governed by the Commercial Code
and other applicable laws of the Slovak Republic.

4 Conclusion

4.1 The issues not regulated by this Contract shall be governed by the Commercial Code
and other applicable laws of the Slovak Republic.

4.2 This Contract shall be executed in 45 counterparts; each party shall receive two of its
counterparts, one counterpart shall be delivered to the Target.

4.3 Any amendment to this Contract must be made in writing and be duly signed by both
Parties hereto.

4.4 The Parties hereby declare that the Contract is clear and expresses their free and serious
will without any error, they do not enter into this Contract under duress or apparently
disadvantageous terms and to confirm the said they sign this Contract.

IN WITNESS WHEREOF the Parties execute this Future contract as follows:

For and on behalf of the Transferor

___________________
the Transferor

Date: ……………2009

For and on behalf of the Transferee

_________________

Date: ……………….2009

Advokátska kancelária
DETVAI LUDIK MALÝ UDVAROS