| 1. | EMPLOYMENT |
|----|------------|

| 2. | UNDERTAKING      OF CHIEF EXECUTIVE OFFICER |
|----|---------------------------------------------|

| A) | Undertake      such duties and exercise such powers in relation to the Company and its      business as the Board of Directors of the Company shall from time to time      assign to or vest in him. Provided that at all times such duties shall be      appropriate for the position of the Chief executive Officer of the      Company. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| B)     | In      the discharge of such duties and in the exercise of such powers the Chief      Executive Officer shall use his best endeavours to observe and comply with      all resolutions, regulations and directions from time to time made or      given by the Board of Directors.                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| C)     | Subject      to the provisions of Article 3 hereunder, devote the whole of his time and      attention during business hours to the discharge of his duties      hereunder.                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| D)     | Comply      with the standards and policies of the Company with regard to the proper      use of Information Resources, Internet, Information Technology and      Networks as stated in Appendix (I) to this Agreement, which is an integral      part of this Agreement and is hereby incorporated into this Contract of      Employment by reference.                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| E)     | The      Chief Executive Officer shall be indemnified and covered by the Company      for any loss or damage whether directly to the Company or any other third      party emanating from the execution of the Company’s instructions and/or      from any act of the Chief Executive Officer in the bona fide execution of      the duties of his employment or as a result thereof.                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Provided      that the Chief Executive Officer shall remain responsible for any loss or      damage emanating directly or indirectly from any wilful wrongdoing or      fraudulent act of the Chief Executive Officer, without the sanction of the      Company.                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Provided      further that the Chief Executive Officer shall bear no responsibility for      any acts or omissions whatsoever and/or any resultant damage or loss      occasioned by such acts or omissions of the Company’s other employees      unless the same are working under the Chief Executive Officer's      instructions and as a result thereof and unless the Chief Executive      Officer specifically authorised the exact act or omission and such      authorization was in breach of his duties  hereunder. |

----

| (F) | In      the event of breach by the Company of the present agreement resulting in      the earlier termination of the same or in the event of lawful termination      of the same by the Chief Executive Officer, the Chief Executive Officer      shall be entitled to claim against the Company or its assigns or      successors in title and/or receive therefrom damages/liquidated payment by      way of compensation. The Parties have considered the Chief Executive      Officer’s contribution to the success of the Company in all the years he      has been employed by the Company as well as all relevant factors of loss      to the Chief Executive Officer because of such earlier termination      including inter alia not only loss in salary and other benefits including      the bonus and share options but also loss in future prospects of the Chief      Executive Officer because of inter alia confidentiality restrictions for      an indefinite period and other similar restrictions and have decided that      it is fair and reasonable that such compensation shall be the full amount      of the salary the Chief Executive Officer would receive in the remaining      years of his contract of employment.. In the event that the termination      shall occur at any time during the last two years of the term hereunder      agreed or in the event the present agreement is not renewed further the      Chief Executive Officer shall be entitled to a minimum amount equal to two      times his annual salary at the relevant time. The Company declares      represents and warrants that the compensation/liquidated payment as      aforesaid is linked not only to salary but to other benefits as well      including bonus and shareoption. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | EXCLUSION      OF OTHER OCCUPATIONS |
|----|-------------------------------------|

| 4. | NON-DISCLOSURE |
|----|----------------|

| 4.1    | This      Article does not apply to: -                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                     |
| 4.1.1  | information      which is or becomes publicly available (otherwise than as a result of a      breach of this Article);or |

----

| 4.1.2  | information      which is independently developed by the Chief Executive Officer or      acquired from a third party, to the extent that it is acquired with the      right to disclose it;                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1.3  | the      disclosure by the Chief Executive Officer of Confidential Information to      other directors or employees of the Company or to those of its Associated      Companies who need to know that Confidential Information in the Chief      Executive Officer’s reasonable opinion for purposes relating to this      Agreement and/or the employment of such directors or employees by the      Company or its Associated Companies, but he shall ensure to the best of      his abilities that those directors and employees shall not use that      Confidential Information for any other purpose; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1.4  | the      disclosure of information to the extent required to be disclosed by law or      any court of competent jurisdiction, any governmental official or      regulatory authority or any binding judgment, order or requirement of any      other competent authority;                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1.5  | the      disclosure of information to any tax authority to the extent reasonably      required for the purposes of the tax affairs of the Chief Executive      Officer or any member of his family; or                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1.6  | the      disclosure to the Chief Executive Officer’s professional advisers of      information reasonably required to the disclosed for the purpose of      obtaining their professional services on any matter relating to this      Agreement or any other relatedissue.                                                                                                                                                                                                                                                                                                                                  |

| 5. | KEEPING      OF NOTES & MEMORANDA |
|----|---------------------------------------|

----

| 6. | SALARY |
|----|--------|

| 6.1    | The      salary shall in any event be increased by a percentage equal to the Cost      of Living Allowance (COLA) applied by the Cyprus Government. For the      purposes of such allowance the base year shall start on 1st July 2006 or      when the official six monthly government index was published, if      different. The time of adjustment shall be yearly per      subsequent 1st      day of July of each calendar year or earlier whenever the Employer makes      COLA salary adjustments to its top executive management    team. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.2    | In      the event that the agreement is terminated the Chief Executive Officer      shall be entitled to such partial payment of his emoluments and benefits      as correspond to the days he has actually worked for the      Company.                                                                                                                                                                                                                                                                                                                |

| 7. | INCOME      TAX AND BENEFIT PAYMENTS |
|----|--------------------------------------|

| 8. | REIMBURSEMENT      OF EXPENSES |
|----|--------------------------------|

----

| 9. | TRAVEL      EXPENSES |
|----|----------------------|

| 10. | PROVISION      OF MOTOR VEHICLE |
|-----|---------------------------------|

| 11. | HEALTHCARE      & INSURANCE |
|-----|---------------------------------|

| 12. | VACATION |
|-----|----------|

| 13. | BONUS      SCHEME |
|-----|-------------------|

----

| 14. | PROVIDENT      FUND SCHEME |
|-----|----------------------------|

| 15. | SHARE      OPTION SCHEME |
|-----|--------------------------|

| 15.1   | In      the event the Chief Executive Officer’s employment with the Company      terminates by reason of death, the Option shall remain exercisable by the      executor or administrator of the estate of the deceased for a period of up      to twenty-four months after such cessation of employment, to the extent      exercisable at the time of cessation of employment. In the event the Chief      Executive Officer’s employment is terminated by reason of Disability or      nominal retirement, the Option shall remain exercisable for a period of      three years after termination, to the extent that would have been      exercisable at the time of such exercise if the employment of the Chief      Executive Officer had not been terminated. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 15.2   | In      the event the Chief Executive Officer’s employment with the Company is      terminated by the Company for cause but not for reasons such as death,      disability or normal retirement, the Option shall remain exercisable for a      period of up to six months after cessation of employment, to the extent      exercisable at the time of cessation of employment.                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 15.3   | In      the event employment with the Company is validly terminated by the Chief      Executive Officer for any reason whatsoever, then the Option shall remain      exercisable for a period of three years after termination, to the extent      that would have been exercisable at the time of such exercise if the      employment of the Chief Executive Officer had not been      terminated.                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 15.4   | The      word “Company” as used in this Section 15 shall include any Subsidiary of      theCompany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

| 15.5 | In      the event of any conflicts between the provisions of the present      Employment contract and the Share Option Participation agreement the      provisions of the present Employment contract shall    prevail. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 16. | TERMINATION      OF EMPLOYMENT |
|-----|--------------------------------|

| 16.1   | By      The Company With Cause                                                                                                                                                                                                                                                                                                                |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                          |
| 16.1.1 | The      Company shall have the right to terminate the employment of the Chief      Executive Officer with cause as hereinbelow defined. If the Chief      Executive Officer’s employment with the Company is so terminated for      cause, the Company shall have no further obligation to the Chief Executive      Officer whatsoever |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | Definitions      of Cause                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | For      the purposes of this Agreement, “cause” shall mean: -                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | (I)                                                                                                                                                                                                                                                                                                                                           | The      conviction of a criminal offence which involves such manifest dishonesty      or breach of trust which the Board of Directors shall reasonably consider      is one which is wholly inconsistent with the duties of the Chief Executive      Officer to the Company. |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | (II)                                                                                                                                                                                                                                                                                                                                          | Guilty      of any wilful and repeated misconduct in connection with the performance      of his duties hereunder which he fails to remedy when duly warned in      writing by the Company. |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | (III)                                                                                                                                                                                                                                                                                                                                         | Commission      of any serious or persistent breach of any of the provisions herein      contained which, if capable of remedy he fails to remedy when duly warned      in writing by the Company. |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | (IV)                                                                                                                                                                                                                                                                                                                                          | Becoming      permanently incapacitated by accident or ill health from performing his      duties under this Contract of Employment and for the purposes of this      sub-clause incapacity for twelve consecutive months shall be deemed to be      permanent incapacity. |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | (V)                                                                                                                                                                                                                                                                                                                                           | The      Chief Executive Officer being made the subject of bankruptcy receivership      or administration order or otherwise making any arrangement or composition      with his creditors. |
|   |                                                                                                                                                                                                                                                                                                                                          |
|   | (VI)                                                                                                                                                                                                                                                                                                                                          | The      Chief Executive Officer becoming disqualified or prohibited by law from      being directly or indirectly involved in the management of the      Company. |

----

|   | PROVIDED      that in the event that the termination of the Chief Executive Officer’s      employment is to be on any of the grounds set out in (I) to (III) above      the following procedure must first be followed: - |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                             | The      Company must deliver to the Chief Executive Officer a notice in writing      setting out in reasonable detail the breach complained of, stating the      intention of the Company to terminate the present agreement and suspending      the services of the Chief Executive Officer forthwith. The Company must      also notify the Chief Executive Officer in the said notice of the name of      the Arbitrator the Company proposes to handle the dispute, if there is      any. |
|   |                                                                                                                                                                                                                            |
|   | (b)                                                                                                                                                                                                                             | The      Chief Executive Officer must leave his office within the time provided in      the notice of suspension, which should not be less than five working days,      taking with him only strictly personal things and any documents he is      entitled to by virtue of his position as a member of the Board of      Directors of the Company. He must further reply within three working days      in writing either submitting his resignation, with or without admitting      liability, or confirming his wish to refer the matter to Arbitration,      notifying the Company of the name of the Arbitrator he proposes, if      different to the one proposed by the Company. In case of default by the      Chief Executive Officer to so reply the agreement shall be automatically      terminated without prejudice to the right of the Chief Executive Officer      to subsequently dispute the grounds for his dismissal as set out in the      said notice. |
|   |                                                                                                                                                                                                                            |
|   | (c)                                                                                                                                                                                                                             | If      the parties have both referred the dispute to arbitration then the      Arbitrator/s must be notified forthwith and the parties must use their      best endeavours to complete the process of arbitration within a maximum      period of six months. |
|   |                                                                                                                                                                                                                            |
|   | (d)                                                                                                                                                                                                                             | If      two Arbitrators are appointed, one by each party, then they can decide in      case of disagreement to appoint a third person to act as      umpire. |
|   |                                                                                                                                                                                                                            |
|   | (e)                                                                                                                                                                                                                             | During      the period of the Arbitration the Chief Executive Officer shall remain      suspended at full pay and shall continue to enjoy all the benefits of his      remuneration package. During the same period the Chief Executive Officer      shall have access to all documents and records of the company related to      all matters in issue in thearbitration. |

----

|           | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In      the event that the award is in favour of the Chief Executive Officer he      shall be reinstated forthwith with full benefits and also further receive      any bonuses, share options etc that he would have been entitled to but for      his suspension.                                                                                                                                                                                                                                                                                             |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|           | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In      the event that the award is in favour of the Company the employment of the      Chief Executive Officer shall be automatically terminated forthwith,      irrespective of the existence of any judicial remedy of appeal or      otherwise against the arbitral decision, but without any prejudice to the      right of the Chief Executive Officer to seek judicial relief. The Chief      Executive Officer shall further be liable to reimburse the Company for all      the pay and benefits he received during the period of his      suspension. |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.2           | By      The Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|           | The      Chief Executive may terminate the Agreement at his absolute discretion in      any of the following cases:                                                                                                                                                                                                                                                                                                                                                                                      |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.2.1         | With      Cause                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.2.1.1  | In      the event of a Change in Control in the Company. A “change in control”      shall, unless the Company’s Board of Directors otherwise directs, by      resolution adopted prior thereto, be deemed to occurif:                                                                                                                                                                                                                                                                  |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.2.1.1.1     | any      person or company becomes the beneficial owner, directly or indirectly, of      shares in the Company casting more than 25% or more of the votes in any      general meeting of the Company, or                                                                                                                                                                                                                                                                                                 |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.2.1.1.2     | during      any period of two consecutive years, individuals who at the beginning of      such period constitute the Board of Directors of the Company cease for any      reason to constitute at least a majority thereof, unless the election or      the nomination for election by the Company’s shareholders of each new      director was approved by the vote of at least three-quarters of the      directors then still in office who were directors at the beginning of the      period. |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.2.1.1.3     | Provided      that any merger, consolidation or corporate reorganization in which the      owners of the Company’s capital entitled to vote in the election of      directors (“Voting”) prior to said combination, own 50% or more of the      resulting entity’s Voting Shares shall not, by itself, be considered a      change in control for the purposes of this  Agreement.                                                                                               |

----

| 16.2.1.2 | In      the event that an effective resolution is passed or a binding order is      made for the winding-up of the Company other than to effect a scheme of      reconstruction or amalgamation; or                                                          |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                         |
| 16.2.1.3 | In      the event that an effective resolution is passed by the appropriate      decision making body of the Company removing Khader Hemsi from the      position of Chief Executive Officer of the Company or from his position as      a Director thereof. |
|     |                                                                                                                                                                                                                                                         |
| 16.2.1.4 | Upon      commission by the Company of any serious or persistent breach of any of      the provisions herein contained                                                                                                                                       |
|     |                                                                                                                                                                                                                                                         |
| 16.2.2   | Without      Cause                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                         |
|     | The      Chief Executive Officer may at any time terminate his employment with the      Company with a 12 month writtennotice.                                                                                                                               |

| 17. | RETURN      OF DOCUMENTS |
|-----|--------------------------|

| 18. | NOTICES |
|-----|---------|

| 19. | COMPLETE      UNDERSTANDING |
|-----|-----------------------------|

----

| 20. | GOVERNING      LAW |
|-----|--------------------|

| 21. | SEVERABILITY |
|-----|--------------|

| 22. | PARAGRAPH      HEADINGS |
|-----|-------------------------|

| 23. | AMENDMENTS |
|-----|------------|

----

| For      and on behalf of the Company |   | Chief      Executive Officer  |   |
|---------------------------------------|--------|-------------------------------|--------|
|                                  |   |                          |   |
|                                  |   |                          |   |
|                                  |   |                          |   |
| /s/      Andreas Aloneftis            |   | /s/      Khader Hemsi         |   |
| Andreas      Aloneftis                |   | Khader      Hemsi             |   |
| Director                              |   |                          |   |
| by      order of the Board       |   |                          |   |
|                             |   |                          |   |
|                                  |   |                          |   |
| Witness                               |   | Witness                       |   |
|                                  |   |                          |   |
|                                  |   |                          |   |
|                                  |   |                          |   |
| /s/      Manolis Hadjimandes          |   | /s/      Jacqueline Sabbogh   |   |
| Manolis      Hadjimandes         |   | Jacqueline      Sabbogh  |   |

----

| a)     | “the      Company” means Alliance International Reinsurance Public Company      Limited                                                                                                                                                                                                                                                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                     |
| b)     | “Community”      means the users of Information Resources                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                     |
| c)     | “Guidelines”      means the contents of this document.                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                     |
| d)     | “Information      Resources” means any information in electronic or audio-visual format, or      any hardware that make possible the storage and use of such information.      As example, included in this definition is electronic mail, local      database, externally access databases, CD-ROM, recorded magnetic media and      digitised information. |

| 1.     | POLICY                                                                                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                     |
|   | It      is the policy of the Company to maintain access for staff members to      local, national and international sources of information and to provide an      atmosphere that encourages access to knowledge and sharing of      information.                        |
|   |                                                                                                                                                                                                                                                                     |
|   | It      is the policy of the Company that members of staff will use information      resources with respect for the public trust through which they have been      provided and in accordance with policy and regulations established from      time to time by thefirm. |

----

|   | Access      to the information resources infrastructure both within the firm and      beyond (the Internet),sharing of information, and security of the      intellectual products of the firm, all require that each and every user      accepts responsibility to protect the rights of the firm. Any member of      staff who, without authorisation, accesses, uses, destroys, alters,      dismantles or disfigures or without authority interferes in any way with      the firm’s information technologies, properties or facilities, including      those owned by third parties, thereby threatens the atmosphere of      increased access and sharing of information, threatens the security within      which staff members may create intellectual products and maintain records,      and in light of the firm’s policy in this area, has engaged in unethical      and unacceptable conduct. Access to the network and to the information      technology environment at the Company is a privilege and must be treated      as such by all users of these systems. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In      the final analysis, the health and well-being of this resource is the      responsibility of its users who must all guard against abuse disrupt      and/or threaten the long-term viability of the systems at the Company and      those beyond on the Internet. The firm requires that members of staff act      in accordance with these responsibilities, this policy, relevant laws and      contractual obligations, and the highest standard of    ethics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

| 2.     | GUIDELINES                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                       |
|   | The      firm’s position regarding the conduct and obligation of staff or other      users of the information resources is set out in the attached document      entitled “Guidelines for implementing the Proper Use Policy of the      Company: -                            |
|   |                                                                                                                                                                                                                                                                                       |
|   | Responsible      Use of Technology resources” (the “Guidelines”).                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                       |
|   | The      Company characterises as unethical and unacceptable, and a just cause for      taking disciplinary action up to and including dismissal, and/or legal      action, any activity through which an individual violates or acts against      the letter or spirit of the Guidelines. |
|   |                                                                                                                                                                                                                                                                                       |
| 3.     | APPLICATION      OF POLICY                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                       |
|   | This      policy is applicable to any member of staff, and refers to all information      resources whether individually controlled, or shared, stand alone or      networked.                                                                                                             |
|   |                                                                                                                                                                                                                                                                                       |
| 4.     | POLICY      OF PROPER USE                                                                                                                                                                                                                                                                  |
|   | The      proper use of Information Resources, Information Technology, and Networks      at the Company applies to any member of staff and refers to all      information resources, whether individually controlled or shared, stand      alone or networked.                              |

----

|   | To      assist the “Community” in the administration of the Proper Use Policy,      these guidelines specify the responsibilities each member of staff agrees      to assume by his or her use of technology resources. It stands as the base      set of guidelines for use of resources offered by all Information      Technology Services in the Company.                                                                                                                                                            |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | The      Company provides information technology resources to all staff. All users      have the responsibility to use those services in an effective, efficient,      ethical and legal manner.                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | Ethical      and legal standards that apply to information technology resources derive      directly from standards of common sense and decency in additional to legal      provisions that apply to the use of any shared  resources.                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | These      guidelines are published in the spirit of respect, collaboration and      professionalism. Their purpose is to specify user responsibilities in      accordance with the Proper Use Policy and to promote the ethical, legal,      secure use of computing resources. The Company grants access of      information resources and technology to its staff with the stipulation      that they be good citizens, and that they contribute to creating and      maintaining a “Community” of responsible users. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Appropriate      and Responsible Use |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Central      to appropriate and responsible use is the stipulation that, in general,      computing resources shall be used in a manner consistent with the      professional and business objectives of the firm. Where appropriate, use      should also be consistent with the specific objectives of the project or      task for which such use was authorised. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | All      uses inconsistent with these objectives are considered to be inappropriate      use and may jeopardise further access to services. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | User      Responsibilities |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | When      you use the firm’s computing services, you accept the following specific      responsibilities: - |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 1. | To      respect the privacy of others; for example, you shall not intentionally      seek on, obtain copies of, or modify files, tapes, or passwords belonging      to other users, shall not represent others, unless authorised to do so      explicitly by those users, nor shall you divulge sensitive personal data      to which you have access to concerning the firm without explicit      authorisation to do so. |

----

|   |   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Use      information resources and services solely for carrying out one’s business      more effective for the benefit of the firm.                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To      respect the legal protection provided by copyright and licensing of      programs and data; for example, you shall not make copies of a licensed      computer program to avoid paying additional license fees or share with      other users.                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To      respect the intended usage of resources; for example, you shall use only      those resources (passwords, transactions, data, processes, funds, etc.)      assigned to you for the purpose specified, and shall not access or use      other such resources unless explicitly authorised to do so by the      appropriate authority. You may not use the firm’s resources assigned to      you or others for personal profit marking or fund-raising      activities.                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To      respect the intended usage of systems for electronic exchange (such as      e-mail, IRC, Usenet News, World Wide Web, etc.,) For example, you shall      not send forged electronic mail, mail that will intimidate or harass other      users, chain messages that can interfere with the efficiency of the      system, or promotional mail for personal profit-making purposes. Also, you      shall not break into another user’s electronic mailbox or read someone      else’s electronic mail without his/her permission. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To      respect the integrity of the system or network. For example, you shall not      intentionally develop or use programs that harass other users or      infiltrate the system or damage or alter the software or data components      of the system. Alterations to any system or network software or data      component shall be made only under specific instructions form the internal      IT department.                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (III)  | Violation      of Guidelines                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | Violations      of any of the above guidelines are certainly unethical and may be      violations of the Company’s policy. The Chief Executive Officer is      expected to report information he may have concerning instances in which      the above guidelines have been or are being violated. The Company      characterises as unethical and unacceptable, and a just cause for taking      disciplinary action up to and including dismissal, and/or legal action,      any activity through which an individual violates or acts against the      letter or spirit of the Guidelines. |

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| The      Chief Executive Officer |
|----------------------------------|
|              |
| /s/      Khader Hemsi            |
| Khader      Hemsi                |

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