GOCH! TRADING, LLC

MEMORANDUM OF AGREEMENT

This Agreement is made and entered into this 17th day of May, 2012, by and between REGINALD TCHUME of GOCH! TRADING, LLC, or Assigns hereinafter referred to as “FUNDER”, and MR. MASSIMO SEVERONI or Assigns, hereinafter referred to as “INVESTOR”.

RECITALS

Whereas, the INVESTOR and the FUNDER hereby agree to participate in a private placement opportunity of mutual financial benefit.

Whereas, the INVESTOR desires to assist the FUNDER to contractually enter into a buy/sell arrangement for a profit in the form of cash in U.S. Dollars/Euros.

Whereas, the FUNDER desires the assistance of the INVESTOR to contractually enter into the buy/sell trade by way of making the necessary introductions to facilitate same.

Whereas, the FUNDER makes warranty of performance to the INVESTOR and shall complete all necessary documentation to the trading entity for execution and subsequent delivery of the buy/sell/trading proceeds.

Whereas, the FUNDER has agreed to pay the INVESTOR, the investment return/profit as herein stated, in cash in the form of U.S. Dollars/Euros, according to the written direction of the INVESTOR on an immediate and “time is of the essence” basis.

AGREEMENT

The INVESTOR agrees to send by bank-‐to-‐bank wire transfer of a KTT/MT103 in the sum of TWENTY THOUSAND [$20,000.00 USD] UNITED STATES DOLLARS into the following account for the participation:

POB 2596, 126 AL SAFEE STREET, JUMEIRA, DUBAI, UAE • +233 26 808-‐0144 • RTCHUME@GMAIL.COM

BANK NAME BANK ADDRESS

SWIFT CODE SORT CODE
IBAN
ACCOUNT NAME ACCOUNT NUMBER REFERENCE

: HSBC BANK PLC
: LOO KING STREET, MANCHESTER, M60 2HD, UK

: MIDL GB21
: 40-31-24
: GB2 MIDL4 0208 0500 2089 : 151 PRODUCT
: 6188 7599
: BOWMAN-HSBC

In consideration of the joint efforts and work product of the INVESTOR and their Associates, Agents, Servants and Employees, both known and unknown to the FUNDER at this time, and other good and valuable consideration, the receipt of which is hereby acknowledged, the FUNDER and the INVESTOR agree as follows:

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GOCH! TRADING, LLC

POB 2596, 126 AL SAFEE STREET, JUMEIRA, DUBAI, UAE • +233 26 808-‐0144 • RTCHUME@GMAIL.COM

ACKNOWLEDGMENT

The FUNDER hereby acknowledges that “but for” the efforts of the INVESTOR, and their Associates, Agents, Servants and Employees, the FUNDER would not have made the necessary progress to cause a mutually rewarding buy/sell/trading agreement.

SCOPE OF THIS AGREEMENT

This MEMORANDUM OF AGREEMENT shall apply to any and all funds, Notes, other financial instruments, and other financial assets, precious metals and stones, paintings and sculptures, exchanged/redeemed/purchased/ or funded by way of a trading credit by the INVESTOR from the FUNDER Trading entity and their associates, servants, employees and assigns from this date and for the next five (5) years.

PROFIT / INVESTMENT RETURN

The FUNDER hereby shall pay or cause to be paid in U.S. Dollars/Euros, at the conclusion of the FIVE BANKING-‐day program, in clear and clean U.S. Dollars/Euros, the sum or sums representing the following percentage of the Declared Value of the Initial Investment according to the direction of the INVESTOR, on an immediate and time is of the essence basis.

AN INVESTmENT RETURN OF FIVE HUNDRED PER CENT (500%) OF THE FUNDS RECEIVED BY THE FUNDER SHALL BE PAID TO THE INVESTOR WITHIN FIVE (5) INTERNATIONAL BANKING DAYS UPON RECEIPT AND CONFIRMATION OF SAID FUNDS BY THE FUNDER. Full banking information shall be provided by the INVESTOR as indicated below or when required.

If the aforementioned buy/sell/trading agreement should fail to initiate or conclude for any reason whatsoever then the INVESTOR’s PROFITS shall not have been earned nor shall any Fees be due and owing to the INVESTOR.

Payment shall be made from FUNDER’s bank coordinates as described below:

: ABN-AMRO BANK, N.V.
: KHALID BIN WHALEED ROAD, BOX 2967, DUBAI, UAE
: ABNA AEAD
: Mr. QURESHI
: BA9526569
: GOCH! TRADING, LLC

Name of Bank

Branch Address

SWIFT

Bank Manager

Account Number

Account Name

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POB 2596, 126 AL SAFEE STREET, JUMEIRA, DUBAI, UAE • +233 26 808-‐0144 • RTCHUME@GMAIL.COM

PAYMENT GUARANTEE

THE FUNDER FULLY WARRANTS IRREVOCABLE PAYMENT OF ALL FUNDS DUE AND HEREBY GUARANTEES FULL PAYMENT OF INVESTOR’S PROFITS ALONG WITH ALL FEES AND COMMISSIONS AGAINST EXISTING INSURANCE POLICIES. SUCH PAYMENT SHALL BE MADE IMMEDIATELY AND WITHOUT DELAY OR PROTEST UPON THE CONCLUSION OF THE 5-‐DAY PLACEMENT PROGRAM.

PAYMENT OF INVESTOR’S PROFITS

The FUNDER has agreed to make remittance of the earned Profits directly to the INVESTOR’s designated U.S. Dollar/Euro Receiving Bank Account on a “time is of the essence” basis, upon the successful conclusion of the 5-‐day receipt of returns received from the trading entity or their appointed banks.

The FUNDER hereby agrees to pre-‐advise the INVESTOR prior to the payment of the earned Profits, as herein stated, giving the name of the remitting bank, dollar amount, time and type of transfer and the origin of the funds with sufficient documentation to satisfy the receiving bank, bank officer and bank account for compliance with international banking regulations.

Such payment of Profit shall be made in good, clear and clean U.S. Dollars/Euros of non-‐ criminal origin and delivered via Fed Wire Urgent or S.W.I.F.T. Telex or inter branch transfer within four (4) international banking hours of such receipt of the returns on investment funds by the FUNDER’s U.S. Dollar/Euro Receiving Bank Account and to be without deductions, withholding, offset, charges or fees, other than customary bank wire transfer fees to the INVESTOR’s designated banking coordinates and to include the messages below:

FIVE HUNDRED PERCENT (500%) OF THE FUNDS RECEIVED BY THE FUNDER SHALL BE PAID INTO:

BANK NAME
BANK ADDRESS
BIC / SWIFT CODE
IBAN ACCOUNT NUMBER ACCOUNT HOLDER NAME BANK OFFICER
BANK TEL / FAX

: BANK MONTE DEI PASCHI DI SIENA ROMA
: SIENA ROMA, ITALY, FILIALE 8603
: PASC ITM1 RM3
: IT46I0103003203000002103568 : SEVERONI MASSIMO

: SALVATORE SANTONASTASO // EMAIL: salvatore.santonastaso@banca.mps.it : +390668194006 / +39.06.68300000

The INVESTOR shall retain the power and right to designate and change their banking coordinates at any time by written instructions to the FUNDER.

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PAYMENT OF FEES & COMMISSIONS

This agreement includes full payment of all fees and commissions to brokers, consultants and intermediaries whose services resulted in the success of this transaction between the Investor and the Funder. The group of brokers, consultants and intermediaries shall all share in this fee agreement in the amount 10% OF THE INVESTOR’S PROFITS paid by the Funder. The TEN (10%) PERCENT shall paid into the following account and further distributed to all beneficiaries:

POB 2596, 126 AL SAFEE STREET, JUMEIRA, DUBAI, UAE • +233 26 808-‐0144 • RTCHUME@GMAIL.COM

BANK NAME
BANK ADDRESS SWIFT CODE
IBAN
ACCOUNT NAME ACCOUNT NUMBER ACCOUNT HOLDER

: BPS (SWISS) LUGANO
: VIA G. LUVINI N. 2/A – 6900 LUGANO CH : POSO CH22
: CH53 0825 2022 1697 C000 E
: STUDIO MARRONE & PARTNERS, SA
: CH53 0825 2022 1697 C000 E
: NICOLA MARRONE

NON-‐CIRCUMVENTION, NON-‐DISCLOSURE AGREEMENT

The FUNDER hereby irrevocably agrees not to circumvent, avoid or bypass the INVESTOR, directly or indirectly, to avoid payment of fees or commissions, in any transaction with any corporation, partnerships, proprietorships, trusts, individuals, governmental entity or other entities the Parties are transacting business with or who otherwise are revealed and introduced to the FUNDER by the INVESTOR in connection with any Investment Program.
The FUNDER hereby irrevocably agrees that all entities and information revealed by the INVESTOR to the FUNDER, is proprietary and confidential to the INVESTOR, and the FUNDER agrees not to discuss or otherwise reveal to any third party any confidential information
Provided by the INVESTOR including without limitation, the names, addresses, telephone numbers and facsimile numbers of the Investment Group/Entity, FOR ANY REASON WHATSOEVER.
This Non-‐Circumvention, Non-‐Disclosure Agreement shall be valid for a period of Five (5) Years from the date of the execution of this Facilitators Fee Agreement.
This Non-‐Circumvention, Non-‐Disclosure Agreement is binding upon INVESTOR and FUNDER and their respective Associates, Agents, Servants, Employees, Affiliates, Representatives, Officers, Independent Contractors under Contract, Associated, FUNDERs and their Heirs, Successors, and Assigns.

SOLE PAYMENT OBLIGATION

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The INVESTOR’s associates, agents, servants and employees can only seek payment for their services from the INVESTOR. Upon the FUNDER’s payment of the earned Profits to the INVESTOR, the INVESTOR’s associates, agents, servants and employees shall be deemed paid in full and the INVESTOR’s associates, agents, servants and employees will not have any further claim or right to claim any fees and commissions from the FUNDER.