ex109.htm


    Exhibit
10.9

     

     

     

    
      
      

      


    

    
      Memorandum
of Understanding



     

    Dated:
November 21, 2007

     

     

    Journey
of Light, Inc.

     

     

    BankMuscat
S.A.O.G.

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


          
            
              	
                      Memorandum
      of Understanding

                    


            

             

          

        

      

    

    


    Contents

     

                                                                                                                                 

    
      
        	1 	Definitions
      and interpretation	
                1

              
	
                2

              	
                Scope
      of this MoU

              	
                3

              
	
                3

              	
                Term

              	
                6

              
	
                4

              	
                Exclusivity

              	
                7

              
	
                5

              	
                No
      partnership or agency

              	
                7

              
	
                6

              	
                Changing
      this MoU

              	
                7

              
	
                7

              	
                Termination

              	
                7

              
	
                8

              	
                Remedies
      and waivers

              	
                8

              
	
                9

              	
                Confidentiality

              	
                8

              
	
                10

              	
                Invalidity

              	
                9

              
	
                11

              	
                Third
      party
    rights

              	
                9

              
	
                12

              	
                Restrictions
      on transfer

              	
                10

              
	
                13

              	
                Notices

              	
                10

              
	
                14

              	
                Governing
      law

              	
                10

              
	
                15

              	
                Jurisdiction

              	
                11

              
	
                16

              	
                Publicity

              	
                11

              
	
                17

              	
                Execution
      of different copies

              	
                11

              


      

    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


          
            
              	
                      Memorandum
      of Understanding

                    


            

             

          

        

      

    

     

    Dated
21
November 2007

     

    Between

     

    
      	
              (1)  

            	
              Journey
      of Light, Inc., a wholly owned subsidiary of New York based Omagine Inc.
      and having its registered office at 350 Fifth Avenue, New York, NY 10118,
      USA, ("JOL"); and

            


    

     

    
      	
              (2)  

            	
              BankMuscat
      S.A.O.G., a company incorporated under the law of the Sultanate of Oman
      and having its registered office at P.O. Box
      134, P.C. 112, Ruwi, Sultanate of Oman ("BankMuscat"
      or the
      "Bank").

            


    

     

    Recitals

     

    
      	
              A  
      

            	
              JOL
      wishes to develop an integrated tourism project in Oman ("Omagine" or the
      "Protect") and is
      planning to set up an Omani company, Omagine S.A.O.C., to develop the
      Project (the "Developer" or the "Project Companyl. The construction cost
      of the Project is estimated at USD 1.6
      billion:

            


    

     

    
      	
              B  

            	
              The
      Government of Oman has approved the development of the Project and the
      development agreement ("Development Agreement") is expected to be signed
      by the end of calendar year 2007, The Government of Oman, pursuant to the
      Development Agreement, shall grant 8
      usufruct right over a one million square meter area of land for 50
      years in accordance with the Usufruct Agreement for the development of the
      Project;

            


    

     

    
      	
              C  
      

            	
              JOL
      has conceptualised the Project and is evaluating the option of
      institutional investors and other
      potential Omani and non-Omani equity or debt investors CPinancial
      Investors") to participate in the Project Company subsequent to the
      signing of the Development
      Agreement;

            


    

     

    
      	
              D  

            	
              JOL
      is at an advanced stage of associating with Consolidated Contractors
      Company Oman LLC andior its parent company Consolidated Contractors
      International Company S.A.L. (collectively, "CCC") for joint
      implementation of the Project CCC is expected to subscribe to 12% of the
      fully paid up equity capital of the Project
  Company;

            


    

     

    
      	
              E  

            	
              JOL
      is at an advanced stage of associating with MB Holding Company LLC, an
      Omani limited liability company ("MB") for joint implementation of
      the Project. MB
      is expected to subscribe to between 20% to 25% of the fully paid up
      equity capital of the Project
Company;

            


    

     

    
      	
               
      F   

            	
              BankMuscat
      SAOG (the 'Bank"), being Ile largest financial institution in Oman and a
      dominant player in the investment-banking segment, has established a real
      estate fund the "OITPF Fund") for investment in projects such as Omagine
      and wishes (i) to use its project finance expertise to explore and
      participate as a Financial Investor in the
      Project. and (ii) be appointed as the financial advisor to the
      Project Company ("Financial
Advisor").

            


    

     

    
      	
              G  

            	
              The
      Parties wish to co-operate and participate in the Project subject to the
      terms set out in this MoU.

            


    

     

    The
Parties agree:

     

    1            Definitions
and interpretation

     

    1.1        
Definitions

     

    In
this MoU, including the recitals above, the
following definitions apply.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


          
            
              	
                      Memorandum
      of Understanding

                    


            

             

          

        

      

    

     

    Confidential Information means all information
a Party obtains as a result of entering or performing this MoU which relates
to any of these:

     

    
      
        	
                 
      

              	
                (a)

              	
                the
      negotiations leading up to, or
      the provisions or subject matter of, this MoU or
      any ancillary
      matter;

              
	 	 	 
	 	(b)	the
      Project;
	 	 	 
	 	(c) 	the
      other Party's business, customers, financial or other
  affairs.


      

    

     

    Agreement means the agreement to be entered
into in
respect of the Project by
the Government of Oman and the Founder Shareholders on
behalf of the Project Company detailing the development of the Project
and setting out amongst other things the master plan for development, the
minimum build obligations and the respective responsibilities of the Founder
Shareholders, the Project Company and the Government of Oman in the development
of the Project.

     

    Effective Date shall have the meaning given in
Clause 3.1. Founder
Shareholders means collectively JOL, CCC and MB. 

     

    Financial Advisory Agreement means the
definitive agreement executed by the Bank and the Project Company subsequent to
the signing of the Development Agreement whereby the Project Company, among
other things, appoints the Bank as its Financial Advisor as per the terms
detailed in the Schedule enclosed hereto.

     

    Financial Close means the date on which the
lenders to the Project give notice to the Project Company that the conditions
precedent to draw down of the ,oar facility relating to the Project have been
satisfied or waived.

     

    Financial Investors means investors that may
contribute to the equity capital of the Project Company subsequent to the
signing of the Development Agreement subject to acceptance by the Project
Company

     

    Land means an area of land
of approximately one million square meters, identified  in the
Development Agreement as the "Existing Land" and located at Seeb in the
Sultanate of Oman in accordance with the terms of the Usufruct
Agreement

     

    MoU means this Memorandum of Understanding
between the Parties in relation to the
Project, including the Schedule hereto.

     

    Nominee means a party associated with
BankMuscat and nominated by BankMuscat to subscribe for equitylquasi equity in
the Project Company.

     

    Party means either
JOL or the Bank and collectively JOL and the Bank are the "Parties" to
this IVloLt.

     

    Project means the development of the integrated
tourism project-which
is a tourism and residential real estate development project on the
Land.

     

    Project Company means the company to be formed
by JOL . MB and CCC (and possibly Bank Muscat) in which Bank Muscat or its
Nominee (and possibly third parties) intends to participate pursuant to this MoU
for the development and financing of the Project.

     

    Shareholders Agreement means an agreement
entered into between the Founder Shareholders and tne Financial Investors
detailing primarily the equity contributions by individual shareholders, the
commercial understanding between the shareholders and an
exit strategy for the Financial Investors,

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


          
            
              	
                      Memorandum
      of Understanding

                    


            

             

          

        

      

    

     

    Usufruct Agreement means an agreement entered
into between, the Founder Shareholders representing the Project Company and the
Government of Oman detailing the conditions for grant of the Land to the Project
Company pursuant to the Development Agreement and including details of the
Land.

     

    
      1.2       
  Interpretation

       

    

    In
this MoU the following interpretations apply.

     

    1.2
1       Headings:
Headings are for ease of
reference only and to be ignored when interpreting this MoU

     

    
      1.2.2       This
Mot:
References to this MoU are references to this MoU as varied or
supplemented from
time to time.

    

     

    
      1.2.3       Clause, Schedule, Exhibit
or recital: References to any Clause, Schedule, Exhibit or
recital are
to those contained in
this MoU.

    

     

    2          
   Scope of this MoU

     

    2.1           The
Parties agree to cooperate for the purposes of concluding and
signing:

    
       

      
        
          	
                   
      

                	
                  (a)

                	the
      Development Agreement; and
  thereafter
	 	 	 
	 	(b)	the Financial Advisory
      Agreement appointing the Bank as the Financial
  Adviser.


        

      

    

     

    2.2           The
Parties agree to

    
      
         

        
          
            	
                     
      

                  	
                    (a)

                  	

                    cooperate
      with each other to examine and consider carefully potential Financial
      Investors
      En the equity of the Project Company including, subsequent to the signing
      of the Development Agreement, the Bank or its Nominee;
      and

                  
	 	 	 
	 	(b)	

                    maintain
      maximum flexibility in order to attain a financial structure for the
      Project Company
      that optimises its shareholders' financial
  returns.

                  


          

        

      

    

     

    2.3           As
per the terms of the Financial Advisory Agreement and applicable from the date
of the Financial
Advisory Agreement, the Parties agree to cooperate for the purposes
of:

     

    
      
        
          	
                   
      

                	
                  (a)

                	

                  designing
      the optimum capital structure of the Project Company comprising of equity,
      Mezzanine
      Capital and Debt as those terms are hereinafter defined) for the Project
      Company:

                
	 	 	 
	 	(b)	

                  having
      the Bank design, structure, negotiate and arrange for the placement of
      equity and Mezzanine Capital and Debt with Financial Investors and lenders
      and assistance in drafting the Shareholders Agreement;

                
	 	 	 
	 	(c) 	

                  negotiating
      and assisting in the execution of definitive agreements for arranging the
      required
      debt financing ("Debt") for the
Project.

                


        

      

       

    

    
      2.4           The
Bank shall undertake the tasks detailed in the Schedule enclosed hereto as the
Financial Adviser
to the Project Company.

    

     

    
      2.5          
As
per the terms of the Financial Advisory Agreement and applicable from the date
of the Financial
Advisory Agreement, the Bank and JOL agree to cooperate together to develop the
Project as per the following terms:

    

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    
      	
              (a)             

            	
              At
      the time of the Financial Close, the equity stake held by JOL (the "JOL
      Equity %") when combined with the CCC Equity % and the MB Equity % shall
      not be less than 51% of the fully paid up equity capital of the Project
      Company and JOL shall be responsible for developing and managing the
      Project pursuant to the Development
    Agreement;

            


    

     

    
      	
              (b)             

            	
              Upon
      formation, the Project Company shall have 1 million shares of
      capital stock, per value 1 Omani Rial (OMR 1) authorized (the "Shares")
      and 500,000 of such Shares issued and outstanding. It is the Founder
      Shareholders' present intention
  that:

            


    

     

    
      	
              (i)  

            	
              CCC
      shall purchase and be issued
      60,000 of such Shares for the amount of Omani Rials (the "CCC Equity
      Capital Contribution") specified in the agreement between JOL and CCC (the
      "CCC Agreement"), and

            


    

     

    
      	
              (ii)  

            	
              MB
      shall purchase and be issued between 100,000 and 125,000 of such Shares
      for the amount of Omani Rials (the -MB Equity Capital Contribution")
      specified in the acreement between JOL and MB (the -MS Agreement"),
      and

            


    

     

    
      	
              (iii)  

            	
              JOL shall purchase
      and be issued between 315,000 and 340:00 of such Shares (the "JOL Shares")
      for between 315,000 and 340,000 Omani Rials (the "JOL Equity Capital
      Contribution') pursuant to the CCC Agreement and the MB Agreement,
      And

            


    

     

    
      	
              (iv)  

            	
              Notwithstanding
      the foregoing, the Parties hereby agree that the number of Shares to be
      issued to CCC and
      MB and the amounts of the CCC Capital Contribution and of the
      MB Capital Contribution shall be those numbers end amounts as
      definitively specified in the CCC Agreement and the MB Agreement as signed
      and executed by CCC. MB and JOL.

            


    

     

    De:ermination
of Required Capital and Remaining Equity

     

    
      	
              2.6

            	
              Subsequent
      to signing the Financial Advisory Agreement, the Bank and the Project
      Company shall
      agree or the total amount of equity capita/ required by the Project Company in order to
      attain the Financial Close (the "Required Capital"). The amount of Omani
      Rials arrived at by subtracting the sum of the CCC Equity Capital
      Contribution, the MB Equity Capital Contribution and the JOL Equity
      Capital Contribution from the Required Capital is hereby defined as the
      "Remaining Equity". The Bank and the Project Company shall agree on a
      valuation methodology, any quasi-equity instruments and Mezzanine Capital
      and then they shall agree upon the total amount of Shares necessary to be
      sold to Financial Investors (the "Private Placement Shares") in order to
      raise the Rernaming Equity.

            


    

     

    Placement
Agent

     

    
      	
              2.7

            	
              Pursuant
      to the requirements of Clause 4 hereof, the terms and conditions of the
      Financial Advisory
      Agreement and the exercise by the Bank of its best efforts, the Bank shall
      have the exclusive right to be the "Placement Agent" for the Private
      Placement Shares.

            


    

     

    Five
per cent Bank Option

     

    
      	
              2.8

            	
              As
      of the date hereof, the Parties do not know the amount, if any, of the
      Remaining Equity nor do
      they know the valuation" which will be assigned to the Remaining Equity
      and agreed by the Parties (the "Remaining Equity Valuation"),
      Notwithstanding the foregoing sentence and anything else to the contrary in
      this IVIoU, JOL hereby agrees that, and agrees to procure that the Project
      Company and the Founder Shareholders agree that, the Bank shall have the
      option (the "Bank Option") to purchase five percent (5%) of the Required
      Capital either by;

            


    

     

    
      	
               
      

            	
              (a)

            	
              In the event that
      the Remaining Equity is determined to be nil: purchasing twenty-five thousand
      (25,000) shares from the Project Company at the price
      agreed with the shareholders in the Protect Company, or in the event that the
      shareholders and the Bank are unable to agree a price per share, the
      shares shall have the same value as those offered to MB,
      or

            


    

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	
                (b)

              	

                In,
      the event that the Remaining
      Equity is less than five per cent. (5%) of the Required Capital,
      purchasing twenty-five thousand (25,000) shares from the Project Company
      (whether through Private Placement Shares or through the reduction in
      shareholdings of the Founder Shareholders), at the Remaing Equity Value
      price per share;

              


      

       

      
        
          	
                   
      

                	
                  (c)

                	

                  In
      the event that the Remaining Equity is
      equal to or greater than five per cent. (5%) of the
      Required Capital. purchasing twenty-five thousand (25,000) Private
      Placement Shares at
      the Remaining Equity Value per
  share,

                


        

         

      

    

    
      	
              2.9

            	
              The
      Parties hereby agree (and JOL shall procure that the Project Company
      agrees) that the Bank
      Option (i) may only be exercised for the purchase of the flitl five
      percent (5%) of the Required Capital, and (ii) if not exercised on or
      before that date which is ten (10) business days prior to the Financial
      Close, the Bank Option will expire on such date and thereafter be of no
      further force or effect.

            


    

     

    Private
Placement Shares

     

    
      	
              2.10

            	
              JOL
      agrees that it shall sell to the Project Company (at a price of 1 Omani
      Rial (OMR 1) per JOL
      Share) that number of JOL Shares that is equal to the number of Private
      Placement Shares sold by the Project Company to Financial Investors via
      the Bank's Placement Agent
activities.

            


    

     

    Shareholders'
Equity

     

    
      	
              2.11

            	
              CCC
      shall subscribe to approximately 12% of the fully paid up equity capital
      of the Project Company
      the (-CCC Equity %") and MB shall subscribe to approximately between 20%
      and 25% of the fully paid up equity capital of the Project Company (the
      "MBEquity %").

            


    

     

    
      	
              2.12

            	
              The
      Parties hereby agree that the Bank or its Nominee shall be entitled to
      subscribe for 5% of the Required Capital
      pursuant to the Bank Option and, subject to the Project Company's
      agreement, shall be entitled to subscribe for up to 100% of the Private
      Placement Shares at the Remaining Equity Valuation price per share, and it
      is the Bank's intention to subscribe to a minimum of 125,000 Private
      Placement Shares: if available. The Bank's or its Nominees' subscription
      to Private Placement Shares shall be subject to the fulfillment of the
      following conditions:

            


    

     

    
      
        	
                 
      

              	
                (a)

              	

                Complete
      due diligence by the Bank including financial. legal and technical aspects
      of the
      Project

              


      

       

    

    
      
        	
                 
      

              	
                (b)

              	

                Subject
      to the Bank's internal and statutory
approvals.

              


      

       

      
        
          	
                   
      

                	
                  (c)

                	

                  Independent
      assessment by the Bank of the viability of the
  Project.

                


        

         

        
          
            	
                     
      

                  	
                    (d)

                  	

                    Subject
      to valuation by the Bank of the Project which valuation shall be
      acceptable to the
      Bank and the Project
      Company.

                  


          

           

        

      

    

    
      	
              2.13

            	
              The Bank or Nominee
      may subscribe to quasi equity instruments of the Project Company
      ("Mezzarine Capital") subject to the conditions mentioned in clause 2.12
      and the consent of the Project Company. Other Financial Investors may also
      subscribe to quasi equity instruments of the Project Company ("Meuanine
      Capital") subject to the consent of the Project
  Company.

            


    

     

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    General  provisions
of
the scope of the MOU

     

    
      
        	
                2.14

              	
                The Land valuation
      will be done by a reputed independent
      valuer to assess the Land value acceptable
      to
      both the Parties,

              
	 	 
	2.15	The
      Bank will be appointed as the exclusive Financial
  Adviser.


      

    

     

    
      	
              2.16

            	
              Subject
      to the Parties signing a definitive agreement (the "Financial Advisory
      Agreement") as soon
      as reasonably possible subsequent to the "Effective Date" (as that
      term is defined in the Development Agreement), the Bank shall,
      during the term of the Financial Advisory Agreement (the "Term"), perform
      the advisory tasks set out in the Schedule. In consideration for
      the performance of such advisory
      tasks, JOL snail procure that the Project Company pays the Bank the
      fee ("Fee') as referred to in the attached Schedule and as defined in the
      Financial Advisory
Agreement.

            


    

     

    
      
        	
                2.17

              	
                The
      Bank shall have representation (either directly or through its nominee) on
      the board of directors
      of the Project Company proportionate to the
      equity shareholding of the Bank or Nominee, provided that the Bank
      shall have at least one (1) director of its choice on the board of
      directors of the Project Company.

              
	 	 
	2.18	
                Bank
      Muscat shalt
      be paid the Fee and expenses by the
      Project Company as per
      the schedule detailed
      In section II of the Schedule enclosed hereto ("Financial Advisory
      Expenses").

              


      

    

         

    
      	
              2.19

            	
              The Parties hereby
      agree that each Party shall be solely responsible for its own costs and
      expenses incurred as a result of this MoU (the "MoU Expenses").
      "Development Expenses" are hereby defined as the sum of all ;,i) MoU
      Expenses, (ii) Financial Advisory Expenses incurred by both Parties plus
      (iii) the sum of all costs and expenses incurred by JOL and associated
      with the negotiation of the Development Agreement or the preparation,
      planning, design, re-design and promotion of the Omagine Project, incurred
      by a Party prior to the Financial Close. The Parties agree that the
      Development Expenses will be capitalized by the Project Company subsequert
      to an independent audit and to the agreement of the lenders providing the
      Debt financing and paid to the respective Parties at the Financial
      Close

            


    

     

    
      	
              2.20

            	
              JOL
      shall be eligible to earn a
      management fee equivalent to one-half of one percent (0.5%) of the
      construction costs ("Success Fee") as estimated and agreed by the Parties
      as at the Financial Close. Subject to the agreement of the lenders and
      pursuant to the Shareholder Agreement, the Success Fee shall be paid to
      JOL by the Project Company at the Financial
  Close

            


    

     

    
      
        	
                2.21

              	
                The
      Parties shalt ensure, and shall procure
      that the Project Company adopts international corporate
      governance standards
      in the
      development and management of the Project. In particular, ail
      contracts, including the
      construction contract with CCC and all other such related party
      transactions, to be entered into in respect of the Protect by the
      Project Company and shareholders/ their related entities shall be on an
      arm's-length basis as contemplated by the Development
      Agreement.

              
	 	 
	2.22	
                The
      Project Company shall have a professional
      management team to develop and implement the Project which shall be
      appointed by and be responsible to the board of
  directors.

              
	 	 
	3	Term
	 	 
	3.1	Duration
	 	 
	 	This
      MoU is effective from the date of this MoU (the Effective Date) and shall,
      unless terminated earlier in accordance with Clause 7 or extended in
      accordance with Clause 3.2 below, continue until the date falling one (1)
      year from the Effective Date


      

    

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      
        	
                3.2

              	Extension by Agreement


      

    

    
The
Parties, at any time before the expiry of this MoU may agree mutually in writing
to extend the term of this fVloU.

    
       

      
        	
                4

              	Exclusivity


      

    

     

    The Parties agree that they
shall associate exclusively for the Project in accordance with this MoU; and in
particular :his is meant to reflect the Parties agreement that (i) the Bank will
be the exclusive Financial Advisor for the Project Company pursuant to the terms
and conditions of the Financial Advisory Agreement, (ii) the Bank shall be the
exclusive Placement Agent for the Private Placement Shares pursuant to the
provisions of Clause 2/, and (iii) the Bank shall at all times, in its role as
Financial Adviser to the Project, act in the best interests of the Project
Company to the exclusion of all others. The Parties agree that the Bank or its
Nominee shall be be entitled to subscribe for 5% of the Required Capital
pursuant to the Bank Option and, subject to the Project Company's agreement, be
entitled to subscribe for up to 100% of the Private Placement Shares if any such
Private Placement Shares are offered to Financial Investors by the Project
Company

    
      
         

        
          	
                  5

                	No
      partnership or agency


        

         

      

    

    Nothing
in this MoU, and no action taken under this
MoU:

     

    
      
        
          	
                   
      

                	
                  (a)

                	creates a
partnership;


        

         

      

      
        
          	
                   
      

                	
                  (b)

                	creates a relationship of principal and agent
      between either of the Parties; or


        

         

        
          
            	
                     
      

                  	
                    (c)

                  	otherwise authorises either Party to act for or
      bind the other
  Party.


          

          
            
               

              
                	
                        6

                      	Changing this
      Molt


              

            

          

        

      

    

             

    Neither
Party may amend, change or waive any term of this MoU without the prior
written consent of the other Party.

    
      
        
           

          
            	
                    7

                  	Termination


          

        

      

       

      
        
          
            
              	
                      7.1

                    	Termination by mutual
      consent


            

          

        

      

      
        
          
             

            The Parties may terminate this
MoU at any time by mutual consent given in writing and signed on behalf of both
Parties.

             

            
              	
                      7.2

                    	Other
      rights
      to
terminate


            

          

        

      

      
        
          
             

            
              	
                      7.2.1

                    	Either Party may terminate this MoU if other
      Paity:


            

          

        

         

        
          
            
              	
                       
      

                    	
                      (a)

                    	

                      proposes
      or enters any composition or other arrangement for the benefit of its creditors or a class of creditors;
      or

                    


            

             

          

          
            
              	
                       
      

                    	
                      (b)

                    	

                      is
      declared bankrupt or insolvent or any steps are taken towards its dissolution, receivership or
      any moratorium or other protection from its
      creditors.

                    


            

             

              
                
                  
                    	
                            7.2.2

                          	Either
      Party may terminate this MoU if the other Party is
      in material breach of this
Moll


                  

                

              

               

            

            
              
                
                  
                    	
                            7.2.2

                          	

                            This
      MoU will tern-Hi-late automatically upon the Parties' entry into the
      Financial Advisory Agreement

                          


                  

                

              

               

            

          

        

      

    

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    
      
        	
                7.3

              	Effect of
      termination or expiry of this
MoU


      

    

    
       

      
        	
                7.3.1

              	

                In
      the event that this MoU expires naturally at the end of its term or
      the MoU is terminated by mutual
      agreement of the Parties pursuant to Clause 7.1 or pursuant to Clause 7,2.1 or
      7.2.2:

              


      

    

    
       

      
        
          
            	
                     
      

                  	
                    (a)

                  	

                    the
      rights and duties set out in Clauses 7 3, 9, 11, 13 14 and
      15 shall survive the expiry of the MoU and shall continue to be effective
      and enforceable; and

                  


          

           

        

        
          
            	
                     
      

                  	
                    (b)

                  	

                    the
      Parties may enforce rights and liabilities arising from breaches of this
      MoU that took place before the expiry or termination of this
      MoU.

                  


          

           

        

      

    

    
      	
              7.3.2

            	
              In
      the event that this MoU is automatically terminated upon the Parties'
      entry into a Financial Advisory
      Agreement pursuant to Clause
7.2.3:

            


    

    
      
         

        
          
            
              	
                       
      

                    	
                      (a)

                    	

                      the
      rights and duties set out in Clauses 2, 4. 5, 6, 7 3, 9, 11, 13, 14 and 15
      shall survive the termination of the MoU and shall continue to be
      effective and enforceable; and

                    


            

             

          

          
            
              	
                       
      

                    	
                      (b)

                    	

                      the
      Parties may enforce rights and liabilities arising from breaches of this
      MoU that took place before the MoU
terminate-d.

                    


            

             

            
              
                
                  	
                          8

                        	Remedies
      and waivers


                

              

              
                 

                
                  	
                          8.1

                        	Waiver
      must be in writing


                

              

              
                 

              

            

          

        

      

    

    If a Party breaches a term of this
MoU, the rights of the other Party arising from that breach cannot be waived
except:

    
       

      
        
          
            	
                     
      

                  	
                    (a)

                  	with the express written consent of the other
      Party;
      and


          

           

        

        
          
            	
                     
      

                  	
                    (b)

                  	to the extent set out in that
  consent.

 

        

      

    

    Waiver
of one breach does not waive or imply waiver of any further or other breach.


    
      
         

        
          	
                  8.2

                	Rights and remedies are
      cumulative


        

      

    

     

    The
rights and remedies arising from this MoU are cumulative. They are not exclusive
of any other rights or remedies provided by law or otherwise.

     

    
      
        
          	
                  9

                	Confidentiality


        

      

    

     

    
      
        
          	
                  9.1

                	Duty of
    confidentiality


        

      

    

     

    Each
Party must:

    
      
         

        
          
            
              	
                       
      

                    	
                      (a)

                    	keep all Confidential Information confidential
      and not disclose it to any person; and


            

             

          

          
            
              	
                       
      

                    	
                      (b)

                    	ensure that all the following do the
      same:

 

          

        

      

    

    
      	(i)
       	its
      representatives;
	 	 
	
              (ii)  

            	
              each
      person that is an employee, agent, representative, officer, consultant,
      professional advisers or otherwise similarly connected with it (a
      "Connected Person");

            


    

     

    
      	
              (iii)  

            	
              the
      representatives of each such Connected
Person.

            


    

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    This
duty is subject to Clause 9.2.

    
       

      
        
          
            	
                    9.1

                  	Allowed
  disclosures


          

        

      

    

     

    A
Party may disclose or allow disclosure of Confidential Information:

     

    
      
        
          
            
              
                	
                         
      

                      	
                        (a)

                      	

                        to
      its Connected Persons to the extent necessary to enable the Party to
      perform or enforce any of its duties or rights under this WU (and provided that they are
      subject to a similar duty of confidentiality);
  or

                      


              

               

            

            
              
                	
                         
      

                      	
                        (b)

                      	

                        when
      disclosure is required
by:

                      

 

            

          

        

      

    

    
      	
              (i)  

            	
              applicable
      law; or

            


    

     

    
      	
              (ii)  

            	
              the
      rules or any order of any court, tribunal or agency of competent
      jurisdiction or any competent authority;
or

            


    

     

    
      	
               
      

            	
              (iii) 
      

            	
              any
      securities exchange, or regulatory or governmental body, wherever situated:

            


    

     

    (aa)           which
has jurisdiction over it or any of its group companies; or

     

    (bb)           to
which it or any of its group companies
normally submits;

     

    whether
or not a direction from that bcdy has the force of law;
or

     

    
      
        
          
            
              
                
                  	
                           
      

                        	
                          (c)

                        	to the extent the Confidential Information has
      become publicly available or generally known to the public at the time of the disclosure
      other than as a result of a breach of this Clause 9;
  or


                

                 

              

              
                
                  	
                           
      

                        	
                          (d)

                        	

                          to
      a tax authority with jurisdiction over a Party to the extent necessary for
      the proper management
      of the taxation affairs of that Party or any of its group companies;
      or

                        

 

                
                  
                    
                      
                        
                          
                            
                              	
                                       
      

                                    	
                                      (e)

                                    	if it has the prior written approval of the
      other Party tc the disclosure,


                            

                            
                              
                                 

                                
                                  
                                    
                                      	
                                              9.3

                                            	Continuation of duties


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    The
duties in this Clause 9 shall continue to apply after this MoU ends without
limit in
time.

    
      
         

        
          
            
              	
                      10

                    	Invalidity


            

          

        

      

    

     

    As
long as the commercial purpose of this MoU
is unaffected, the invalidity, illegality or unenforceability of any
provision of this MoU shall not affect the validity, legality or enforceability
of:

    
       

      
        
          
            
              
                
                  	
                           
      

                        	
                          (a)

                        	any other provision of this riloU under the law
      of that jurisdiction; or


                

                 

              

              
                
                  	
                           
      

                        	
                          (b)

                        	any provision of this MoU under the law of any
      other jurisdiction.


                

                 

                
                  
                    
                      
                        	
                                11

                              	Third
      party rights


                      

                    

                  

                   

                  
                    
                      
                        	
                                11.1

                              	No third party rights


                      

                    

                  

                   

                  A
person who is not party to this MoU may not
enforce any term of this MoU.

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            	
                    12

                  	Restrictions on
transfer


          

        

      

       

      
        
          
            	
                    12.1

                  	Scope of restrictions


          

        

      

       

      This
Clause applies to all rights, interests and duties under this MoU or arising
from it. In it, transfer means any form of transfer, inc[uding an
assignment.

    

    
       

      
        
          
            	
                    12.2

                  	 Restrictions
      on transferring a right or
interest


          

        

      

       

      
        
          
            	
                    12.2.1

                  	

                    Except
      where indicated to the contrary in
      this MoU with respect to the Project Company, neither
      Party to this MoU shall be entitled to transfer its rights, obligations,
      interests or liabilities to any other person without the prior consent in
      writing of the other
Party.

                  


          

        

      

    

     

    
      
        
          
            	
                    13

                  	Notices


          

        

      

       

      
        
          
            	
                    13.1

                  	All
      notices


          

        

      

       

    

    This
Clause applies to all notices and other communications (except formal notices in
legai proceedings) between the parties under this MoU (Notices). Notices must be
in writing.

    
       

      
        
          
            	
                    13.2

                  	Delivery


          

        

      

    

     

    Notices
must be delivered by one of these methods:

    
       

      
        
          
            	
                     
      

                  	
                    (a)

                  	by hand;


          

           

        

        
          
            	
                     
      

                  	
                    (b)

                  	prepaid courier;
or


          

           

          
            
              
                	
                         
      

                      	
                        (c)

                      	fax


              

            

            
              
                
                  
                     

                    
                      
                        
                          	
                                  13.3

                                	Address for
      notices


                        

                      

                    

                  

                   

                

              

            

          

        

      

    

    Notices
must be addressed to the Party to be served at one of the
following:

    
       

      
        
          
            	
                     
      

                  	
                    (a)

                  	

                    if
      addressed to BankMuscat, at its registered office at that
      time;

                  


          

           

        

        
          
            	
                     
      

                  	
                    (b)

                  	if addressed to JOL, at the address given at
      the beginning of this MoU; or


          

           

          
            
              
                	
                         
      

                      	
                        (c)

                      	

                        if
      the Party to be served has notified the other Party of any replacement
      address for
      service
      of Notice, at the replacement address;
    or

                      
	 	 	 
	 	(d)	at
      the following fax
  numbers:


              

            

          

        

      

    

     

    
      
        	
                (i)  

              	BanWuscat +968 -
24798220;


      

       

      
        	
                (ii)  

              	JOL +1-212-563-3355


      

       

      
        
          
            
              
                	
                        13.4

                      	When notices take
      effect


              

            

          

        

      

    

     

    A
Notice delivered by hand is effective at delivery_ A Notice sent by fax is
effective immediately subject to proof of successful transmission (a fax
delivery report). A notice delivered by courier is effective on delivery subject
to courier company confirmation.

    
      
         

        
          
            
              	
                      14

                    	Governing
law


            

          

        

      

    

     

    The
law of the Sultanate of Oman governs this MoU and its
interpretation.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      15

                    	Jurisdiction


            

          

        

      

    

     

    The Parties irrevocably
agree that the Oman courts shall have exclusive jurisdiction settle any dispute
arising out or or in car nection with this MoU. Each Party agrees to waive any
objectior to the Oman courts, whether on the grounds of venue or that the forum
is not appropriate.

    
       

      
        
          
            
              
                	
                        16

                      	Pubricity


              

            

          

        

      

    

     

    The
Parties agree to seek each others
consent
before issuing any press releases to announce the
execution of this Moil

    
       

      
        
          
            
              
                	
                        17

                      	Execution of different
copies


              

            

          

        

      

    

     

    The
Parties may execute this MoU in three counterparts. Each executed counterpart
constitutes an oriuinal of this MoU and all the executed counterparts together
form one instrument

     

    Signed
by the Parties or their authorised
representatives:

     

    
    

     

    
      	
              Signed
      for and on behalf
      of 

              Journey
      of Light, Inc.

            	 	 
	      
              Signed for and on behalf of
      

              BankMuscat
      S.A.O,G.

            	 	 


    

     

     

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Schedule

                            	 
      	 
      	 
      
	 	 	 	 
	
                              I.
      Scope of Work for BankMuscat as Financial
      Adviser

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    
      
        
          	
                	 


        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 
	Scope	

                                    Procedures

                                  
	

                                    Stage
      1: Project Evaluation
      & Structuring

                                  	

                                    ·  

                                  	

                                    Understanding
      the objectives of the Project
      Company ("Developer")

                                  
	 	

                                    ·  

                                  	Review
      of all the Project related documents and business plan
	 	

                                    ·  

                                  	

                                    Oversight
      the deliverables of the real estate advisor such as the valuation report,
      development plan as well as assessment of Construction
    Costs

                                  
	 	

                                    ·  

                                  	

                                    List
      various risks that would be entailed during the development and operations
      stage of the project;

                                  
	 	

                                    ·  

                                  	Prepare
      a framework for mitigating the risks;
	 	

                                    · 

                                  	

                                    Prepare
      a financial model based on the assumptions agreed with the Developer and
      identify various financing options that would be available to the
      project;

                                  
	 	

                                    ·  

                                  	

                                    Prepare and submit advantages and
      disadvantages associated with alternate modes
      of financing viz, equity, quasi-equity/ subordinate debt,
      senior debt and other innovative financing instruments.
      The aim is to identify the
      right mix of
      financing instruments that would optimize the Project
      Company's returns
      from the
      project;

                                  
	 	

                                    ·

                                  	

                                    Undertake
      sensitivity analysis to measure the impact of deviations in key
      project parameters on the project's financials;

                                  
	 	

                                    ·  

                                  	

                                    Based
      on inputs from the Developer, analyze the impact of phased construction
      and timing of sale of developed Project to maximize returns to the Project
      Company;

                                  
	 	

                                    ·  

                                  	

                                    Prepare
      a financial plan that encapsulates the Project's financing needs and
      recommends the most suitable financing structure to mobilize
      funding.

                                  
	 	

                                    ·  

                                  	

                                    Provide
      assistance to legal and technical advisors for the
    t-ansaction

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 
	

                                                    

                                                      Stage
      2: Assistance in equity/quasi equity
      raising

                                                    

                                                  	

                                                    ·  

                                                  	Development of the
      Information Memorandum comprising equity term sheet, project information
      etc
	 	

                                                    ·  

                                                  	Identification
      and short-listing of potential investors
	 	

                                                    ·  

                                                  	Provide commercial
      inputs to the Project Company's legal advisors in drafting the
      Shareholders Agreement.
	 	

                                                    ·  

                                                  	Assume the leading
      role (with assistance provided by the Project Company) in
      marketing of the Project to potential investors
	 	

                                                    ·  

                                                  	Assist in investor due diligence
      process
	 	

                                                    · 

                                                  	Negotiation and
      signing of
agreements


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 
	Stage 3: Assistance
      in debt
      raising	

                                          ·  

                                        	Assume the leading
      role (with assistance provided by the
	 	

                                          ·  

                                        	
                                          Project
      Company) in finalization of lenders' base
    case

                                        
	 	

                                          ·  

                                        	

                                          financial
      model, based on finalized project agreements

                                        
	 	

                                          ·  

                                        	

                                          Assume
      the leading role (with assistance provided by the Project Company) in
      finalization of the Information Memorandum comprising Debt term sheet and
      other detailed information on the
Project

                                        
	 	

                                          ·  

                                        	

                                          Presentation
      to prospective Lenders

                                        
	 	

                                          · 

                                        	

                                          Assistance
      in carrying out and coordination of
      Lenders' due diligence

                                        
	 	

                                          ·  

                                        	

                                          Negotiation
      and signing of
agreements

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

     

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    II.
Fees

     

    Pursuant to the Financial Advisory
Agreement, Bank Muscat would be appointed as the sole Financial Advisor for the
transaction. The proposed fee {"Fee") for the assignment would comprise
of:

              

    
      
        	
                1.

              	Financial Advisory Fees : USD
      200,000 payable based on the following
  milestones


      

       

    

    
      
        	
                o

              	Upon
      signing of the Financial Advisory Agreement - USD 50,000
	
                o
      

              	
                Submission
      of a draft structuring report (the "Structuring Report") with respect to
      the Equity. Debt, Mezzanine Capital, Working Capital andior other debt or
      equity instruments as may be proposed by the Bank - USD
      75,000

              
	
                o

              	Submission
      of Final Structuring Report - USD
75,000


      

    

     

    
      	
              2.

            	
              Debt
      Raising Fee: 1.50% of the
      senior debt raised. The debt raising fee quote is subject to a
      minimum
      fee of USD
1,000,000

            


    

     

    
      	
              3.

            	
              Equity/Quasi equity/Capital Market Options/
      Mezzanine Capital raising fees: 3.0% of the amount
      raised

            


    

    
       

      
        	
                4.

              	Other
      Terms:


      

       

    

    The
above Fee excludes Financial Advisory Expenses such as expenses for any services
to be provided by outside experts such as technical experts, legal counsel,
insurance experts etc. as may
need to be hired by Bank Muscat in consultation with the Developer/Project
Company during
the Term.

     

     

     

     

     

     

     

     

     

    15