f8k011108ex10d_eastern.htm


    SCHEDULE

     

    AGREEMENT

     

     

    
      THIS
        AGREEMENT is
        made the 9th day of
        November, 2007 BETWEEN
        GlobalBank
        of Commerce Limited, a banking corporation duly incorporated under the laws
        of
        Antigua and Barbuda with registered office situated at Island House, St John’s,
        Antigua (the
“Bank”)
        and Meade
        Capital Inc., a corporation registered under the laws of Delaware, USA (the
        “Account Holder”).

    

     

    WHEREAS

     

    By
      Certificate of Deposit dated the 9th day of November, 2007 (“CD”) the terms
of
      which
      are incorporated by reference herein, the Account Holder has placed the
sum
      of US
      $20,000,000.00 into a fixed deposit with the Bank at an interest rate of
5.00%
      per
      annum, for a term of three years (“the Deposit”) upon such terms
      and

    conditions
      as are hereinafter contained.

     

    IT
      IS NOW AGREED as follows:

     

    1.           
      In consideration of the Deposit, the Bank and the Account Holder hereby agree
      that
      the Bank
      shall have the irrevocable right and option without limitation and at
      its
      sole
      discretion to swap the CD and all the rights and obligations contained
      therein
      at any
      time during its term with that certain Annuity Policy evidenced by
      certificate
      #NPH-SWAP-2007-GBC-0l (“the Annuity”) issued to the Bank by NatProv
      Holdings
      Inc. a corporation registered under the laws of the British Virgin
      Island
      and authorized to issue insurance products and services (the“Annuity
      Issuer”) annexed hereto as Schedule A.

     

    2.           
      The Account Holder hereby irrevocably agrees to the swap by the Bank of the
      CD
      with
      the
      Annuity (the “Swap”) and agrees to exchange and accept the terms
      and conditions
      of the CD with the terms and conditions contained in the Annuity
      Policy.

     

     

     

    
      
        Agreement
          —OBC to Meade Capital Inc. 

        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    


     

    3.           
      The Account Holder acknowledges and agrees to the terms of Annuity which are
      annexed
      hereto
      in Schedule A hereto and forms part of this Agreement

     

    4.           
      The Account Holder acknowledges and agrees that the interest rate of the Annuity
      shall
      be
      adjusted at the time of the Swap to reflect the interest rate stated in the
      CD.

     

    5.           
      The Bank and the Account Holder hereby agree that subject to the prior written
      agreement
      of both
      parties having been obtained, the CD may be exchanged from time
      to time
      with any other investment instrument provided by the Bank provided
      that
      the Swap
      right and option shall be preserved and transferred to such other
      instrument.

     

    6.           
      The Account Holder hereby represents and warrants to the Bank that the deposit
      and
      the
      terms of investment authorized and agreed herein in respect of the CD and
      the
      Annuity
      (i) does not and will not violate, conflict or result in the breach of the
      articles
      of
      incorporation by-laws or other organizational documents and authority
of
      the
      Account Holder; (ii) does not conflict with or violate any law or
      governmental
      order
      applicable to the Account Holder; (iii) does not violate, conflict
      with or result in the breach of any regulatory or licence requirements
      applicable
      to the
      Account Holder and that the persons authorized to execute this
      Agreement
      and the
      CD on behalf of the Account Holder have been duly authorized
      in
      accordance with the terms of its organizational documents.

     

    7.           
      The Bank hereby represents and warrants to the Account Holder that deposit
      and
      the
      terms of
      investment authorized and agreed herein in respect of the CD and the
      Annuity
      (i) does
      not and will not violate, conflict or result in the breach of the
      articles
      of
      incorporation by-laws or other organizational documents and authority
      of
      the
      Bank; (ii) does not conflict with or violate any law or governmental order
      applicable
      to the
      Bank; (iii) does not violate, conflict with or result in the breach
      of
      any
      regulatory or licence requirements applicable to the Bank and that the
      persons
      authorized to execute this Agreement, the CD and the Annuity on behalf
      of
      the Bank
      have been duly authorized in accordance with the terms of its organizational
      documents.

     

     

    


    
      
        Agreement
          —OBC to Meade Capital Inc. 

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    8.           
      This Agreement shall be governed by the laws of Antigua and
      Barbuda.

     

    


     

    IN
      WITNESS WHEREOF the parties hereto have
      hereunto set their hands respectively the
      day and
      year above written.

     

    
       

    

     

    SIGNED
      by                                                                         
 )

    for
      and
      on behalf of GLOBAL BANK
      OF                       )    /s/
      Brian Stuart
      Young 

    COMMERCE
      LIMITED before
      and                                 
)

    in
      the
      presence
      of:                                                              
)

     

                                       
      

    Solicitor

     

    SIGNED
      by                                                                        
)

    for
      and
      on behalf of MEADE                                           
)     /s/
      Darren
      Rennick

    CAPITAL
      INC.                                                                  
)

    before
      and in the presence
      of:                                          )

     

                                              

    Notary
      Public

     

    


    
      
        Agreement
          —OBC to Meade Capital Inc. 

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    VERIFICATION
      OF EXECUTION OF THE

    FOREGOING
      AGREEMENT

     

     

    I,
      the
      undersigned, HEREBY CERTIFY that the above-named appeared
      before
      me on the day of November 2007 and after being properly identified
      acknowledged
      the
      above signatures to be its/his/hers and that it/he/she had freely and
      voluntarily
      executed
      this instrument and understood its contents.

     

                            
      


    Solicitor

     

    


     

     

    


     

    VERIFICATION
      OF EXECUTION OF THE

    FOREGOING
      AGREEMENT

     

    


     

    


     

    I,
      the
      undersigned, HEREBY CERTIFY that the above-named appeared
      before
      me on the day of November 2007 and after being properly identified
      acknowledged
      the
      above signatures to be its/his/hers and that it/he/she had freely and
      voluntarily
      executed
      this instrument and understood its contents.

     

    


                                      
      

    Notary
      Public

     

    


     

    


    
      
        Agreement
          —OBC to Meade Capital Inc. 

        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      A

    ANNUITY
      POLICY

    #NPH-SWAP-2007-GBC-01

     

     

     

    
      
        Agreement
          —OBC to Meade Capital Inc. 

        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    

      
        	
                GLOBAL
                  BANK OF COMMERCE, LTD.

              	 
	
                GLOBAL
                  COMMERCE CENTER, P.O BOX W1803 ST.JOHN’S ANTIGUA, W.I.

              	
                ACCOUNT
                  NO: 300-001-10

              
	
                TEL:
                  (268) 480-2240    FAX: (268)
                  462-1831  WEBSITE: www.globalbank.ag

              	 
	 	
                Date:
                  9th
                  November 2007

              


      

      


       

      Meade
        Capital, Inc.

      455
        Broadway, 4th
        Floor

      New
        York,
        New York 10012

      USA

       

       

      WE
        CONFIRM YOUR FIXED DEPOSIT AS FOLLOWS:

       

      
        	
                FROM

              	
                TO

              	
                RATE

              	
                CURRENCY

              	
                AMOUNT

              
	
                9th
                  November, 2007

              	
                8th
                  November, 2007

              	
                5.00%
                  per annum

              	
                USD

              	
                20,000,000.00

              
	 	 	 	
                INTEREST

              	
                3,000,000.00

              
	 	 	 	
                TOTAL
                  AT MATURITY

              	
                23,000,000.00

              


      

      


       

      
        	
                DETAILS:

              	 
	 	 
	
                · This
                  Certificate and the Deposits referred to herein shall be governed
                  in all
                  

                   
                  respects by the laws of Antigua and Barbuda

              	 
	
                · This
                  Certificate carries a three year  term and no withdrawals before
                  maturity 

                   
                  are permitted. Interest will be accrued and paid at maturity
                  only.

              	
                CERTIFICATE
                  OF DEPOSIT 

                NON
                  TRANSFERABLE

              
	
                · This
                  Certificate is subject to the terms and conditions contained in
                  the
                  

                    Schedule
                  hereto which Schedule is deemed to be part hereof.

              	 


      

      


       

       

      
        


         

                                                                                                                                                           
          

        Authorised
          Signatory                                                                                              Authorised
          Signatory