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INVESTMENT AGREEMENT


(PPM = Private Placement Memorandum)



This Agreement is made and entered into by and between:





ALEXANDER YE. PUTILOV
12B, Malaya Morskaya Ulitsa, ST. Petersburg, 191186, Russia
(Hereinafter referred to as AYP)





And





INTROIT SYSTEMS.
42602 West Avella Drive,Maricopa, Arizona 85138, USA.
(Hereinafter referred to as IIS)







FEBUARY 03, 2014.

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AYP IIS


RECITALS

Whereas AYP is a Businessman and Financial Investor, who is making an Investment in a USA Joint Venture
under the trusteeship of IIS, the Managing Venturer, for an amount of $100,000,000.00 (ONE HUNDRED
MILLION US DOLLARS ONLY) as an Investment in AYP-IIS Joint Venture, a USA Joint Venture, created
pursuant to the laws of (USA). Upon acceptance and receipt of funding by IIS and execution by AYP, AYP will
own 40% Working Interest (WI) in the AYP-IIS JOINT VENTURE. IIS will retain 60% Carried Working Interest
(CWI). IIS is willing to accept the funds to use in the Solution & Enterprise Management Sector under the
discretion of its management. Further description of the Joint Venture terms and working relationship and
commitments and obligations of each party is stated below.

AYP is prepared to fund IIS in that respect. Therefore, and in consideration of the foregoing facts and the mutual
Representations 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 considered as a fundamental
condition to execute it.

ARTICLE 2: PURPOSE OF THIS AGREEMENT

The purpose of this document Joint Venture Investment Agreement (JVIA) is to define the contractual agreement
between AYP and IIS and further clarify the nature of this investment as already described in the Joint Venture and to
document special terms as understood and mutually agreed to herein by both parties (AYP and IIS). This investment is
in a Joint Venture. This is an investment involving the purchase of 40 units in the venture, AYP-IIS JOINT
VENTURE, a USA Joint Venture with offices in Arizona, and consisting of AYP and IIS as the Venturers. The 40
venture units represent 40% WI (40% of the venture Net Profits) shall be issued to AYP upon execution of this
agreement, After execution of this Agreement according to its terms, IIS shall retain the remaining 60 venture units,
representing 60% Carried Working Interest (CWI) in the venture, which is the same as saying 60% of the venture Net
Profits. The Joint Venture is responsible for all operating expenses on all aspect of the Joint Venture and operated under
the AYP-IIS JOINT VENTURE including associated Taxes, after which the Net Profits are determined on a monthly
basis. Net Profits will be distributed on an Annual basis initially (when Taxes are filed), then quarterly (when Taxes can
be estimated), then monthly if both venture partners agree and based on sales volume and available funds in the venture
account.

ARTICLE 3: RIGHTS GRANTED AND DIVIDENDS

Subject to the terms and conditions set forth herein, throughout the duration of this Agreement, AYP hereby
accepts to fund IIS with the amount of $100,000,000.00(ONE HUNDRED MILLION US DOLLARS ONLY) for
the sole purpose of the above mentioned business to fund investments, and to receive in return the 40% of the Ventures
Net Profits.

3.1 The Equity/Profit sharing pattern of the Investment shall be as follows:

AYP: To receive 40% of the Net profits of ONE HUNDRED MILLION US DOLLARS ONLY JOINT VENTURE,
after operating expenses and associated Taxes are paid in accordance with the Generally Accepted Accounting Principles
(GAAP) established by the Federal Accounting Standards Advisory Board (FASAB), to be distributed on annual,
quarterly, or monthly basis for investments or until sold for exit, The 40% ownership begins on the date of the initial
full funding of the investment and execution of this Agreements by AYP (Effective Date) and accepted by IIS. Profit
distribution begins after sale is established, and revenues are retained in the Venture Account until such time as the
Venture partners decide to begin taking distribution, taking into account all on going additional Investment projects in the
Joint Venture, financial obligations and taxes.

IIS: To receive 60% of the Net income after operating expenses and associated Taxes are paid in accordance with the
GAAP established by the FASAB, to be distributed on a monthly, quarterly or annual basis for the sale of capital
investments as described above, beginning on the Effective Date.

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Said 40% WI and profit distribution for the investment shall cover the sale of working capital projects or until sold for
exit .

IIS hereby accepts and intends to utilize and invest the above-mentioned funds in the Financial Investments as described
throughout this document, and shall put forth good faith effort to invest in opportunities that exhibit high potential return
on investment (ROI) at the lowest possible risk for the mutual benefit of the shareholders and to achieve dividend
distributions pursuant to the above Equity/Profit Sharing arrangement.

ARTICLE 4: PURPOSE
The pr ovi si on of t he i nvest ment capital is to fund investments dealing pr i mar i l y in the Financial Investments
Sector, AYP-IIS JOINT VENTURE, as packaged, defined and managed by IIS. These investments will be managed
by IIS to maximize profits and reduce cost where possible.


ARTICLE 5: DUTIES OF AYP

(a) To purchase 40 units (40% WI) in the AYP-TGI JOINT VENTURE. For a total of $100,000,000.00 (One
Hundred Million US D o l l a r s ) as Capital to be placed under the management of the Board of Directors of IIS to be
used as Capital for its working capital investments.

(b) To confirm that IIS is legally entitled to enter into such business arrangement with AYP and to make sure that the
funds invested are judiciously put into profitable use, and by so doing IIS is bound to secure all necessary transaction
documents such as;

i) Copies of the company corporate registration certificates. (Certificate of Corporation) and, if applicable,
ii) Copies of permits as required by local laws where the investments are made.
iii) To ensure that funds are transferred, and released to IIS designated bank account in full upon the execution of this
agreement.
iv) AYP has the option to place the Entire Investment in the care of a third and financially trusted third party that will
act as Fiduciary between both parties until all necessary verifications and final original signatures of this Agreement
are concluded prior to authorizing the release and transfer of all the funds to IIS designated bank account for its
operating capital. If necessary, any reasonable costs associated with the Fiduciary Management shall be the
responsibilities of the Joint Venture Partners.

ARTICLE 6: DUTIES OF IIS

(a) To ensure prompt utilization of funds invested by AYP for IIS investment capital and to be used solely in working
capital as stated in this document.
(b) To acknowledge the receipt of the funds upon signing of this Agreement and concluding the Fuduciary process.
(c) To pay dividends on quarterly predetermined and agreed to time intervals once AYP-IIS JOINT VENTURE
working capital sales are productive and profitable, with 40% of any Net Profits payable to AYP and 60% of any Net
Profits payable to IIS. No distribution of profits is taken unless all parties can take their proportionate share of the
distribution. As voted on and agreed some profits may be retained for on going operational purposes and applied
towards achieving growth.
(d) To provide the documents requested by AYP. Specifically: Copy of company corporate registration certificates and,
where applicable, copies of business permits as mentioned in article 5.b (i) above.

ARTICLE 7: INVESTMENT CAPITAL SECURITY

The funding shall be made available to IIS through a neutral and financially trusted third party (such as Fiduciary
Investment Bankers, with offices in Europe, in a form of a Fiduciary agent to ensure that both parties meet up with their
respective obligation in the transaction without default. Both parties as joint venture partners are responsible for all cost
arisen as a result of engaging a fiduciary consultant to be paid by the entity AYP-IIS JOINT VENTURE for proper
accounting and Tax Preparation purposes) In the event that the above does not meet the approval of IIS then IIS will be
required to provide an CIG Policy/Corporate Bond from its Bankers giving AYP comfort level to release the investment
funds to IIS Bankers.

ARTICLE 8: FINANCIAL/MANAGEMENT INFORMATION


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IIS intends to keep AYP informed of all major investments and decisions and in certain cases intends to consider AYPs
input in business matters that would influence Profits and Dividend distributions and exit strategies, among others. AYP
may request any information and IIS will make best effort to provide such information to protect its information
vigilantly in order to protect its investments and holdings and the interests of its shareholders.
i) IIS will provide monthly financial statements, and operational report.
ii) IIS will provide, prepared by a third party accounting firm, Quarterly unaudited financial
statements compliant with GAAP standards to be delivered within 30 days after the end of each
calendar quarter. IIS will also provide a quarterly status report.
iii) IIS will provide, prepared by a different third party accounting firm, Annual audited financial
statements prepared according to GAAP standards to be delivered within 90 days after the end of
each calendar year and after completing the necessary Federal and State Tax filings, will also
provide an Annual status report, with projections for the coming year in terms of new
investments, revenues and budget.
iv) IIS will conduct quarterly (or more frequently in case of major events) meetings or conference
calls as needed and as coordinated with AYP to keep AYP informed, to review Financial
Statements, to provide status updates and to answer any questions AYP may have regarding its
investment with IIS.

ARTICLE 9: DURATION OF THIS AGREEMENT

a) The present agreement shall become effective on the Effective Date as defined earlier in this
agreement.
b) After the Effective Date, this Agreement shall remain in effect for the working capital
investments, so long as the sales are economically productive or by selling the units in collaboration with
IIS to a third party. This agreement may also be terminated by IIS due to AYPs breach of this agreement,
or due to AYP circumventing IIS or interference with IIS management or disclosing Venture confidential
material to other parties without written permission from IIS as JV Partner.
c) Any termination of the present Agreement shall not impair any rights or Remedies of any Party
hereto accrued prior to or subsequent to the termination, nor shall such termination relieve any Party of its
contractual obligations accrued prior to or subsequent to such termination, provided neither Party is in
default of the Agreement and the termination is by mutual written agreement.
d) After 5-10 years from the Effective Date, AYP will have the option to remain as a shareholder in the
Corporation. IIS reserves the 1
st
right to buy back AYPs venture units in part or in full at any time, at a price valued by a
neutral competent third party at the date of the transaction.
e) Should IIS be unwilling or unable to buy back AYP shares at AYPs request after the 5-10 years initial term
has ended, and then IIS and AYP will work cooperatively to find a suitable buyer for part or all of AYPs shares at a fair
market value per share determined by a neutral competent third Party. AYPs intent to sell its shares shall be made known in
writing to IIS Six (6) months prior to the end of the initial 5-10 year term.


ARTICLE 10: EXPIRATION AND CANCELLATION

This confidential memorandum shall expire sixty business days from date of issue if not executed by that time or if
funds are not released in full by AYP and received in full by IIS.

10.1 This Agreement shall expire as provided in Article 9 hereon. It may also be terminated by either Party for
any of the following reasons and conditions:

a) In the unlikely event that IIS committed gross negligence or gross misconduct with respect to investing the AYP funds in
a manner inconsistent with this Agreement, IIS is to wrap-up its current operations, payoff all obligations up to that point
to creditors and return the balance of the original funds, if any, to AYP. This situation presumes no profits were made for
the shareholders of IIS.

b) If net profits are being achieved as per quarterly and annual financial reports and IIS fails to pay the dividends to
c) AYP as agreed in this Agreement, IIS is to pay AYP the balance of its original investment, if any, plus 40% of any Net

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profits due to AYP after expenses and associated taxes are paid.

In the unlikely event that AYP commits circumvention around IIS in any manner or discloses IIS Confidential material,
contacts, project details and/or any other trade secret to another party without permission from IIS, or interferes with IIS
management decisions and/or work, or with its agents, operators, employees, affiliates, contractors, subcontractors, hires,
or anyone or entity relating to IIS business, investments, portfolio and operations, regardless of whether or not any
damages were caused
d) By its actions, then AYP forfeits its entire equity ownership in any and all its shares in IIS back to IIS.

10.2 After this agreement is signed, AYP will be liable for all losses if the funds were not released to IIS and
received by IIS within 15 business days. The losses include but not limited to this offerings costs, marketing cost,
estimated at 1% to 2% of the Investment amount.

10.3 Any termination request from either Party shall be presented to the other Party in writing.

Affirmative Right:

In the unlikely event of a Material Breach of the Agreement by IIS due to gross negligence or gross misconduct as
determined by a Court of Law in Arizona, USA, and/or based on the findings of any concurrent audit or investigation by
AYP that leads it to believe that the affairs of IIS are conducted fraudulently by IIS for its own personal benefit, and
such fraud is also confirmed by a USA government agency or Court of Law in Arizona, USA. If so determined,
legally, then AYP shall have the right to request from the appropriate Court remedies that include, but shall not be
limited to, the following:

a) Replace IIS officers;
b) Buying out the current officers % CWI at current Net Market value, valued by a competent neutral
party, mutually agreed to. After which AYP shall take over 100% of all responsibilities and
liabilities and outstanding claims by any third parties or creditors, etc. of the Company and all of its
facilities;
c) Cause spin off/ sale of assets/ businesses;
d) Induct additional members into the venture by buying out any current officers shares to achieve a
majority ownership;
e) Cause changes in the business plan;
f) Bring in new partner into the Company;
g) Determine utilization of surplus cash;
h) Cause the Company to undertake expansion or diversification projects or cause merger or
acquisition of the Company; or
i) Take any actions that AYP deems fit to protect its interests in the Company.
Observer:

AYP will be required to appoint one board member in the joint venture. AYP may appoint a person to attend such
meetings in person or otherwise. All expenses incurred by the appointed person shall be borne by AYP alone. IIS
already intends to keep AYP informed via regularly scheduled reports, statements, special meetings and minutes and
other forms of communication. IIS officers alone are responsible for all business decisions, strategies, and
investments. AYPs input is valuable and IIS intends to solicit and take into consideration AYPs suggestions and
input on major business events, and strategies (e.g. exit strategies) in order for the venture to implement major
decisions that is in the best interest of all members of the Joint Venture.

Non-Disclosure:

Each Party agrees not to disclose or otherwise reveal to any third Party the identities, addresses, telephone numbers,
patent right, facsimile numbers, e-mail addresses, telex numbers, bank codes, account numbers, financial reference,
or any other entities or information introduced by either Party to the other without the explicit written permission
of the introducing Party except where legally required. This Non-Disclosure is to be observed for three (3) years past
the termination of this Agreement or any extensions of it, and regardless of the nature of the termination.

Terms:


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This Agreement is valid for the AYP-IIS JOINT VENTURE. AYP has the option to request a termination of this
agreement within Five (5) years from the date of signing of this agreement; and may be extended as mutually agreed.
In that case AYP will work with IIS cooperatively to implement a suitable exit strategy.

Parties bound:

This Agreement shall be binding upon all undersigned Parties and their successors, associates, affiliates and assigns.
Each Party shall take reasonable steps to ensure that their Employees, Agents Representatives, Officers, Independent
Contractors, Shareholders, Principals and other third Parties abide by the provisions of this Agreement or otherwise
each party AYP and/or IIS are to ensure that there is to be no exposure, introductions or disclosures made to those
uncontrollable parties or individuals even if it were AYP or IIS in order to protect the interests of AYP or IIS.

Death:

In the event of death, or incapacitation of either Party their heirs and/or assigns shall continue with the role under
the terms herein this agreement or mutually agree to hire replacements to continue all obligations under this
Agreement.

Notice:
All notices, demands, consists, or requests given by the Parties shall be in writing transmitted by telecopy, email
or other means of facsimile transmission with return confirmation requested, postage prepaid, to the other Party,
the last facsimile number or address the Party has designated by notice herein, 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 made a part of, and collectively constitutes the entire Joint Venture Investment Agreement between the
Parties and collectively 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.

Waiver:

No waiver or default of any of this agreement by any Party shall be applied from any omission of such Party to take
action against the defaulting Party. One or more waivers of any covenant, terms or condition of this agreement by any
shall not be considered to be waiver of renders unnecessary consent or approval of said Party of any subsequent or
similar acts or omission.

Arbitration

This Investment Agreement and all together referred to in this document as Agreement shall be governed by the
laws of USA, applicable to agreements executed and to be wholly performed therein and shall not be modified
except by a written document executed by both parties hereto. This Agreement expresses the entire understanding of the
parties hereto and replaces any and all former agreements or understandings, written or oral, relating to the

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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 relationship to this Agreement, validity, construction or
performance of this or the breach thereof, shall be resolved by Arbitration in Arizona, USA, by an Arbitrator who is a
member of the USA Arbitration Association and who has significant experience in commercial and business law in
USA, before any legal action is taken. Cost of Arbitration shall be borne by the party making the claim.

Attorney's Fees:

In the event there was no resolution via Arbitration first, any legal action shall be filed in Arizona, USA. The defaulting
Party will be responsible for all legal costs.

Force and Effect of Documents:

The parties hereto covenant and agree that they will execute each such other and further instruments and documents
as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.

SIGNED AND SEALED BY BOTH PARTIES

ALEXANDER YE. PUTILOV
12B, Malaya Morskaya Ulitsa, ST. Petersburg, 191186, Russia.




SIGNATURE: ____________________________ DATE: _______________________________



PRINT NAME: __________________________ TITLE: ______________________________


INTROIT SYSTEMS.
42602 West Avella Drive,Maricopa, Arizona 85138, USA.
(Hereinafter referred to as IIS)



SIGNATURE: _____________________________ DATE: _______________________________



PRINT NAME: _____________________________ TITLE: _______________________________