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CONSULTANCY AGREEMENT

This agreement is constitued on the 3Oth day of lune 1994.

Between

DCN International 19-21, rue du Colonel Pierre Avia 75015 - PARIS

Herejnafter called Seller

on the one hand,

and

MERCOR FINANCE INC. PANAMA - C/O Etude de Maître Ming, 5 avenue

Léon Gaud 1211 GENEVE
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Hereinafter called Consultant

on the other hand,

both being called collectively the “Parties” or individually the “Party”.

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Ris set out and agreed as follows:

1- The present Agreement relates exclusively to the possible supply by Seller of 3 Agosta
submarjnes to Customer i.e. Pakistanese Government (hereinafter called the Project).

2- This Agreement is limited to the above-mentioned Project and Consultant shah refrain
from granting bis services to any third party in relation to this Project.

3-1 Consultant role shall consist in forwarding to Seller as soon as possible the
maximum information and providing Seller with ail useful advice for obtaining the order
for the Project (hereinaîter called the Contract(s)) on the best possible terms and in
assisting Seller during the life of the Contract(s). Consultant is not entitled to act in the
name of Seller.

3-2 Consultant shall not be qualified to make any offer, to accept any purchase order,
to sign any agreement on behaif of Seller nor generally to commit Seller in any way
whatsoever without a prior written authorization from Seller.

4- Consultant shall execute bis services in complete independence, and in no case shall be
considered with regard to fiscal and social laws, as a salaried employee of Seller.

5- In compensation of Consultants services and subject to the Contract placed with Seller
coming into force, Seller shah grain Consultant a remuneration of 2 per cent (.two)
calculated on the total value of contract at the date of signature.

6- This remuneration will be due and paid by Seller on ~aeh vessel Aï~m1y.e~âe~, in the
currency of the Contract and into the account to be designated by Consultant to Seller.

Payments schedule to Consultant will be as follows:

• 50 % of the remuneration at the coming into force of the cont~act if the down ,

paiement is 10 % of the total value of the contract,

• if down paiement is as follow, the remuneration wihl be paid as following;

rJf’ % or remuneratjon paid % paid one year alter -if (r01.i ~4’
Down paiement at the dowu paiement ce~t’eet i» nc’~r:fly paSd
Con~4 ~
~
~c.
7-.
~‘ 10
9 50
45 ~
40
8 40 45
7 35 50
6 30 55
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• ~ I 2r

Lrg% 4 7~ -patçJ ~ ~
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if down paiement is 15 %, 100 % of ffie remuneration will be paid.

15 % rernaining prorata to the paiement corresponding to the delivery

This remuneration wiIl cover ail expenses Consultant may incur in the discharge of bis
duties under the present agreement.

7- During the validity of the present Agreement, Consultant may not be entitied to any
remuneration for any other contract which could be concluded by Seller with the
Customer

8- Remuneration shah be due to Consultant provided that the Contract be signed and
corne lino force.
No further part of the remuneration would be due if after having corne into force, the
contract is cancelled or terminated for any reason whatsoever.

9~- Consultant undertakes not to transfer any part of bis remuneration to France or to
Rance residents or w French Companies.

10- This Agreernent shah be vahid until 30.6.95.

10.1. If no Contract fias corne into force within the above validity period, this
Agreement shah be deemed to be nuli and void and neither Party shah be entitled to any
indemnity of any sort from the other party.
10.2. In case of Contract(s) placed with Seller thanlcs to Consultant in the frarne of the
present agreement and within the above vahdity period, such agreement shah remain
into force until the last delivery of ifie vessel (or until the complete performance of We
contracQ.

11- The Parties warrant that they have the power to compromise and that they have the
right to have recourse to and shail be bound by the Pre-arbitral Referee Procedure of
the International Chamber of Commerce in accordance with ils Rules.

Ahi disputes arising in connection with the present agreement shah be fmnally settled
under the Rules of Conciliation and Arbjtratjon of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules.

The arbitration shail take place in Geneva, Switzerjand, in the English language.

This Agreement shah be construed and govemed according to Swiss Law.

12- No transfer w any third party whatsoever of the rights andlor obligations of the
Consultant under this Agreement shah be made unless with prior written approval of
me Seller.
 13- Any information Consultant may receive or obtain from Seller under the present
Agreement shail remain confidential towards any third party.

Any disclosure without previous approval by Seller shah entitie Seller to tenninate this
Agreement without indemnity of any kind.

14-
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Should -~&fail to perform the conditions 3.2 and/or 7 of the Agreement, then the
j- latter shail have the right to terminate this Agreement
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For Seller For usu tant

Mr.Emmanuel ARIS Mr. ad TA DDINE
Tuile: t International
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