PROCEDURES DIAMOND SALE

WHEREAS: . (Hereafter referred to as the Seller) OF THE ADDRESS :.. WITH THE CONTACT CO-ORDINAATES OF : Tel : . Cell : .. Mail : . . Email : .. Wishes to enter into a Sale Agreement and is the registered owner of certain Rough Diamonds, as is identified below, or is duly authorized to transact a Sale Agreement on behalf of the registered owner of the said identified Diamonds AND WHEREAS : .. With full corporate authority acting on behalf of the Buyer. (Hereafter referred to as the Buyer) OF THE ADDRESS : WITH THE CONTACT CO-ORDINAATES OF : Tel : . Cell : .. Mail : . . Email : .. Wishes to purchase the identified rough diamonds from the Seller or Mandated Agent who is duly authorized by the Seller to enter into a Sale and Purchase agreement of Certain identified Rough Diamonds consisting of approximately ..carats immediately (As is further identified in Addendum 1 Annexure)

AND
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It is further agreed by both parties that this agreement will be extended to accommodate further Sale and Purchases of other Rough Diamonds that will be offered to the Buyer by the Seller on a monthly supply basis against given and accepted quality, quantity and accepted price. Such other consignments will be covered by new monthly Sale and Purchase contracts, which contract will be on the same terms and conditions as contained herein save for the variations in price based on the quality and quantity of the Diamonds offered. AND The Seller further confirms, with full authority corporate, government or individual, being duly authorised to do so that he/she hereby enters into this agreement with the Buyer, to sell rough diamonds that are of non-criminal origin with all the required documentation, for good, clean and clear United States dollars, also of non-criminal origin. Both parties accept the following procedures in transacting this agreement.
1.

Seller signs and furnishes a full corporate offer/agreement and issues it to the Buyer, together with the manifest attached to the agreement and marked MAINFEST, which also records the sellers target price of the unviewed Diamonds. The Buyer will sign and return the signed copy of this agreement to the Seller. The Seller shall give instructions for any and all documentation to be made available to the buyer for the purposes of verification of the existence of the goods to be sold. The Seller will further confirm that he holds the sole access to the goods for sale. This commitment to hold the sole access will extend until the transaction has been concluded of such receipt of the goods. This commitment to control the contents of such Safe Keeping is subject to the Buyer confirming good cleared funds to the Sellers Bank officer as is acceptable by the Seller for the goods for sale.

2. 3.

4.

5. Venue for viewing, evaluation and payment according to the Buyers requirements will be:
6.

Subject to the parcel conforming to and matching the attached manifest or the price being adjusted in the event of variations to this as is described in (Addendum 1), then the final agreed upon funds amounting to US$ ( ), will be released into the Sellers Bank Account and confirmed prior to the goods being released to the Buyer.

7. Should there be any deviation in the size, quality or price of the parcel at the final destination then by mutual agreement adjustments will be made and agreed upon prior to payment being made. THE BUYER SHALL:
1.

Arrange for payment to the Seller with the Buyers Bank Officer for the SWIFT bank to Bank electronic transfer of the agreed purchase cost, from the Buyers Bank identified as transaction code , This will be done once the goods have been viewed and evaluated at the stated agreed Safe venue.

2. Assist in the issuing of all required documentation and the receipt of Acceptance by the Buyers Bonded \Warehouse/Office (if necessary) for the parcel as per the Manifest attached (Refer to Addendum 1). 3. The parcel/s shall be delivered to: (Buyers selected Bonded Warehouse/Office) NAME : . ((Address). (To be completed by the Buyer on Signature of this agreement by Seller) 4. Make provision for authorized members of the Sellers party to be present at the final destination for evaluation and inspection of the parcel. THE SELLER SHALL: 1. Sign and return this agreement to the Buyer through its own delivery or through their appointed Agent . 2. Supply the Buyer with the following information three (7) days prior to the date of delivery to the Buyers Bonded Warehouse/Office, so that arrangements can be made for the Buyer/s and his evaluators to be available, and also to give advance notice to their bank for payment arrangements: 2.1. Date of arrival at final destination 2.2. A detailed manifest and target price of each parcel 2.3. Kimberley Process documentation 2.4. Proforma invoice 2.5. Ownership Documents 2.6. Export documentation 2.7. Proof of Origin 2.8. Names of all personnel accompanying the parcel Communicate all this above information to the buyer. 4. Pay for the transport, insurance and security to the final destination as well as all requirements necessary for the successful completion of each transaction.
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Seller's Bank Information for transfer of funds: Name of bank: Address: City: Country: Swift code: Account Name: Address: Tel: Fax: Account Number: Contact Person:

Name of Bank Officer to be contacted by Buyers Bank Officer for verification and proof of funds/product: Contact Tel No..,... **********************************

CONFIDENTIALITY/NON-CIRCUMVENTION/NON-DISCLOSURE
WHEREAS, the parties whose signatures appear on this document agree and accept the terms and conditions of this Confidentiality, Non Circumvention, Non Disclosure agreement. ARTICLE 1. EXCHANGE OF INFORMATION The parties to this agreement, in their personal capacities, or alternatively, for and on behalf of their trusts or companies to be formed, or in their personal capacity, for an on behalf of their trusts, or alternatively, companies already formed, have decided and provided each other with certain proprietary data and other material information deemed to be beneficial to promote certain business transactions in which they may be involved with including and without limitation to, the NAMES, ADDRESSES, TELEPHONE NUMBERS, FACSIMILE NUMBERS, E-MAIL ADDRESSES OF CLIENTS, CUSTOMERS, ASSIGNEES, ASSIGNORS, SAFE WAREHOUSES, AGENTS, BROKERS, FINDERS, TRADERS, PROJECTS, TECHNOLOGIES, TECHNIQUES, IDENTITIES OF BANKS AND LENDING INSTITUTIONS, CORPORATIONS, INDIVIDUALS, AND OR TRUSTS, LENDERS, BORROWERS, BUYERS AND SELLERS, AND ANY OTHER SOURCE, ENTITY OR PERSONS, all of which hereinafter will be referred to as CONTACTS. ARTICLE 2 - TRANSACTION IDENTIFICATION The parties hereto agree that any transaction code and any other means of identification of this transaction where applicable -investors codes, fiduciary bank, trustee bank or trustee shall remain unaltered until all of the commercial transactions have been completed. The codes may only be changed with the prior written consent of each and all parties involved in the transaction, including investors of this agreement.
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ARTICLE 3 - DURATION This agreement is effective and binding from the date of signature and shall remain in force for the full term of this transaction for a period of , and any future transaction and the duration may be extended by mutual agreement in writing between all the parties to this agreement. The parties hereby agree not to circumvent or attempt to circumvent any of the parties in this transaction for the full period of these transactions, including all renewals, extension, rollovers, additions, or any new agreement between the parties. ARTICLE 4 - DAMAGES As it is very difficult to determine and measure the damages in the event of any breach of this agreement, the parties agree that if a claim has been established, the breaching party shall pay the other party an amount as liquidated damages equal to the full value of the commission and/or fees incurred by the breaching party under the transaction(s) encompassed by the established claim, as well as reasonable attorneys fees and costs. ARTICLE 5 - PARTIES This agreement shall bind all parties, their employees, employers, associates, transferors, assignees, assignors, clients, intermediaries, brokers, agents, representatives, legal representatives, and shall furthermore be enforced upon the beneficiaries, heirs and successors, as the case may be. The parties confirm irrevocably, that by placing their signatures to this agreement that they as individuals have the necessary authority/board resolution/power of attorney/or alternatively are empowered to sign this document for and on behalf of either Party A or Party B. ARTICLE 6 - ARBITRATION If the parties cannot amicably settle any claim, dispute or controversy arising from or relating to this agreement of alternatively the transaction, they shall submit to arbitration in accordance with the rules of the International Chamber of Commerce (Paris France) causing hearings to be concluded in English, in ... The parties agree that the court ruling/decision will be final and the parties therefore further agree not to appeal against the court ruling/decision. ARTICLE 7 - FUTURE AND OTHER TRANSACTIONS The parties agree that any future transaction of any kind successfully concluded by or between any of the parties as a result of the introduction of the parties to this agreement, that all Fees/commissions/remunerations/profits that would be due for transactions completed during the term of this agreement as a result of the introductions, are due and payable without delay or deductions to the party that effected the introduction regardless of the relationship of the introducing party to the consummating party.

ARTICLE 8
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All parties hereto agree to the covenant of non-circumvention and non-disclosure and will not - in terms of International Chamber of Commerce Rules and |Regulations 400/ 500 attempt to circumvent or disclose any information pertaining to this agreement or any other agreement or transaction/transactions to any third party now or in the future for a period of .. () years from the effective date of signature of this agreement. This agreement constitutes an entire Non-Circumvention and Non- Disclosure agreement between the parties and supercedes all prior and contemporaneous Non-Circumvention, Non-Disclosure agreements, and understandings, negotiations and discussions, whether oral or written, by or between the parties. Only written supplements, modifications, waivers and additions of this agreement executed in writing by the parties are binding. ARTICLE 9 This agreement binds the parties, their employers, employees, agents, brokers, intermediaries, agents, and introductions. This agreement when signed: 1. Constitutes a full recourse commercial commitment governed by the laws of the countries in which both Buyer and Seller reside, and by the latest ICC standards and regulations. 2. Supercedes any previous communication, either written or verbal between the parties and shall be binding on both parties. 3. Guarantees non-disclosure to, both for the formal and informal sectors, or the media of whatever nature by both Buyer and Seller. 4. May be transmitted by fax and/or email and such copies will be considered as originals.

Please note that this offer is valid for.working days only, where after it is declared null and void.

DULY SIGNED AND ACCEPTED BY:

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The Buyer: Company Name: .. Passport Number: Country of Issue: .. Signature: Witness Date: .. DULY SIGNED AND ACCEPTED BY: The Seller: Company Name: .. Passport Number: Country of Issue: .. Signature: Witness Date: .. On signing this document, the Seller agrees to give the Buyer exclusivity of the stones as per Addendum 1 (attached) for a period of 18 working days, in order to allow both Buyer and Seller to finalise this agreement and to conclude this transaction

ADDENDUM 1
Manifest for rough diamond order:

Size

% of parcel

Colou r

Shap e

Clarity

$/ct

Total

Total carats.

weight

Total price US