hems_employ.htm


    
      

    

    
 

    
      CONTRACT
OF EMPLOYMENT

       

       

      A
Contract of Employment made this 30th day of June 2005

       

      Between

       

      Alliance
International Reinsurance Public Company Limited

      of
Lophitis Business Centre, 28th October Street, CY-3035, Limassol, Cyprus
(hereinafter called “the Employer” or the “Company”) of the one
part

       

      and

       

      Khader
Hemsi

      of Villa
42, Sporadon Street 6, Armenochori, Ayios Tychonas, Limassol, Cyprus
(hereinafter called “the Chief Executive Officer” or “Khader Hemsi”) of the
other part.

       

      WHEREBY
IT IS AGREED as follows: -

       

      
        
          	
                  1.

                	
                  EMPLOYMENT

                


        

      

       

      The
Company shall employ Khader Hemsi in the position of Chief Executive Officer of
the Company and subject to the provisions for determination of this Contract
hereinafter contained such employment shall be for a period of 5 (five
years) commencing on the 1st day of July 2005 and subject to renewal at the
expiration thereof with terms to be agreed at the relevant time. Such
appointment shall be approved and ratified by the Board of Directors of the
Company as per the provisions of Articles 112-114 of the Articles of Association
of the Company. The appointment of Khader Hemsi as Chief Executive Officer of
the Company is an integral part of the obligations of the Company towards Khader
Hemsi hereunder and of the utmost essence of this agreement.

       

      
        
          	
                  2.

                	
                  UNDERTAKING
      OF CHIEF EXECUTIVE OFFICER

                


        

      

       

      As Chief
Executive Officer of the Company Khader Hemsi shall: -

      


      
        	
                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.

              


      

       

       

      
        
          
             

            

          

        

      

      
        
          
             


          

          
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                                                      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.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
             

            

              
                
                   


                

                
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                        (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 share
option.

                      


              

            

          

        

      

      


      
        
          	
                  3.

                	
                  EXCLUSION
      OF OTHER OCCUPATIONS

                


        

      

       

      The Chief
Executive Officer shall not without the consent of the Company during the
continuance of this Contract of Employment be engaged or interested either
directly or indirectly in any capacity in any competing trade, business or
occupation whatsoever other than the business of the Company. Provided that the
Chief Executive Officer shall be entitled to be involved as shareholder and/or
investor in any non competitive to the Company business or venture and to
participate in any Board of directors of any such Company in a non executive
capacity.

       

      
        
          	
                  4.

                	
                  NON-DISCLOSURE

                


        

      

       

      The Chief
Executive Officer shall not except as authorised or required by his duties
reveal to any person, persons or company any of the trade secrets secret or
confidential operations processes or dealings or any information concerning the
organisations business finances transactions or affairs of the Company or any of
its subsidiaries which may come to his knowledge during his employment hereunder
and shall keep with complete secrecy all confidential information entrusted to
him and shall not use or attempt to use any such information in any manner which
may injure or cause loss either directly or indirectly to the Company or its
business or may be likely so to do. This restriction shall continue to apply
after the termination of this agreement without limit.

       

      
        
          
            
              
                
                  
                    
                      	
                              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

                            


                    

                  

                

              

            

          

        

      

    

    
       

      
        
           

          

        

      

      
        
          
          

        

        
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                                                          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 related
issue.

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      
        
          	
                  5.

                	
                  KEEPING
      OF NOTES & MEMORANDA

                


        

      

       

      The Chief
Executive Officer shall not during the continuance of this Contract of
Employment make otherwise than for the benefit of the Company any notes or
memoranda relating to any matter within the scope of the business of the Company
or concerning any of its dealings or affairs nor shall the Chief Executive
Officer either during the continuance of this Contract of Employment or
afterwards use or permit to be used any such notes or memoranda otherwise than
for the benefit of the Company it being the intention of the parties hereto that
all such notes or memoranda made by the Chief Executive Officer shall be the
property of the Company and left at its registered office upon the termination
of the Chief Executive Officer’s employment hereunder.

       

      
        
          
             

            

          

        

      

      
        
          
          

        

        
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                  6.

                	
                  SALARY

                


        

      

       

      The
Company shall pay to the Chief Executive Officer during the continuance of his
employment hereunder a salary at the rate of CYP 250.000 (Two hundred and Fifty
thousand Cyprus Pounds) per annum gross or such higher rate as may from time to
time be agreed between the Chief Executive Officer and the Compensation
Committee of the Company or determined upon and notified to the Chief Executive
Officer by the said committee of the Company. In the event of any increase of
salary being so agreed or notified such increase shall thereafter have effect as
if it were specifically provided for as a term of this Contract of Employment.
The said salary shall be payable by equal monthly instalments (and
proportionally for any lesser period each monthly instalment being deemed to
accrue rateably from day to day) in arrears on the last day of each
month.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                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

                  


          

           

        

      

      The
Company shall withhold from any payments to the Chief Executive Officer pursuant
to the terms of this Contract of Employment any income tax and social security
contribution for which the Chief Executive Officer shall be liable to pay to the
appropriate authorities in accordance with the prevailing laws and shall make
such payments as is due to the appropriate authorities on the Chief Executive
Officer’s behalf.

       

      
        
          	
                  8.

                	
                  REIMBURSEMENT
      OF EXPENSES

                


        

      

       

      The
Company shall reimburse the Chief Executive Officer for business or business
related expenses actually incurred or paid by the Chief Executive Officer during
the term of his employment under this Agreement in the performance of his
services hereunder. Such expenses shall be and remain within the Company’s
annual budget.

      
        
           

           

          

        

      

      
        
          
          

        

        
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                9.

              	
                TRAVEL
      EXPENSES

              


      

       

      The
Company shall pay or reimburse the Chief Executive Officer the expenses of such
travel as the said Chief Executive Officer is required by the Company to make in
performance of his duties under this Contract of Employment. Such expenses shall
be and remain within the Company’s annual budget.

       

      
        	
                10.

              	
                PROVISION
      OF MOTOR VEHICLE

              


      

       

      The
Company shall provide and maintain for the use of the Chief Executive Officer a
motor vehicle of suitable type and shall pay all expenses in connection with
such use. Such motor car to be changed upon agreement between the Chief
Executive Officer and the Compensation Committee from time to time in accordance
with the Company’s policy regarding vehicle replacements and in the event of
such replacement the car shall be at least of the same standard as the one
already provided to the Chief Executive Officer at the beginning of this
contract.

       

      
        	
                11.

              	
                HEALTHCARE
      & INSURANCE

              


      

       

      The
Company shall provide the Chief Executive Officer as well as his spouse and
children suitable private healthcare insurance coverage and personal accident
insurance coverage (in the case of the Chief Executive Officer providing for
terminal benefits of at least four times his then current annual salary) or in
the event that such provision has already been made by the Chief Executive
Officer in the above respect the Company shall from the effective date of this
Contract of Employment take over the responsibility for any such payments as are
periodically necessary to effectively maintain such coverage.

       

      
        	
                12.

              	
                VACATION

              


      

       

      The Chief
Executive Officer shall be entitled to 30 (thirty) working days paid annual
vacation. Said vacation shall be taken at times reasonably consistent with the
needs of the Company. Vacation earned for a year but not taken during that year
shall not be paid for nor taken in a subsequent year unless the Company shall
consider it appropriate to make such other arrangements in the interests of the
Company.

       

      
        	
                13.

              	
                BONUS
      SCHEME

              


      

       

      The
Company by annual decision of the Board of Directors may at its absolute
discretion pay to the Chief Executive Officer such annual bonus as the Board of
Directors considers reasonable and in accordance with the objectives of the
Company. In the event that the Board of Directors decides to pay any bonus
whatsoever to any member of the top management team of the Company the Chief
Executive Officer shall be entitled to be immediately awarded a bonus at least
equal to the highest bonus any such employee has been awarded by the
Board.

       

      
        
           

          

        

      

      
        
          
          

        

        
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                14.

              	
                PROVIDENT
      FUND SCHEME

              


      

       

      The Chief
Executive Officer shall participate in the Company’s Provident Fund Scheme in
accordance with the terms of said scheme.

       

      
        	
                15.

              	
                SHARE
      OPTION SCHEME

              


      

       

      The
Company hereby agrees that the Chief Executive Officer shall be entitled to
participate in the share option scheme of the Company in the terms of the
relevant contract to be agreed and approved by the Company. In the case of
termination of the Agreement under Clause 16 hereunder the following special
provisions shall apply:

      

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            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
      the
Company.

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
             

             

            

              
                
                   


                

                
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                        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.

                                                                                                          


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
             

             

            

              
                
                   


                

                
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                                                                                            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 the
arbitration.

                                                                                          


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
             

             

            

              
                
                   


                

                
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                                                                                                                                                      (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 occur
if:

                                                                                                                                                    
	 
      	 
      
	
                                                                                                                                                      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.

                                                                                                                                                    


                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

              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                      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 written
notice.

                    


            

          

        

      

       

      
        	
                17.

              	
                RETURN
      OF DOCUMENTS

              


      

       

      Upon
termination of this Contract of Employment in accordance with its terms the
Chief Executive officer shall promptly return to the Company all materials and
all copies of materials of the Company in the Chief Executive Officer’s
possession or control.

       

      
        	
                18.

              	
                NOTICES

              


      

       

      All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally
(when delivered) sent by registered mail, return receipt requested (upon
confirmation of receipt) or by courier (two days after being sent) to the
address of the relevant Party hereinabove first mentioned in this agreement or
to any such other address as the relevant party hereto may designate by notice
to the other party.

       

      
        	
                19.

              	
                COMPLETE
      UNDERSTANDING

              


      

       

      This
Contract of Employment constitutes the sole and entire agreement between the
Chief Executive Officer and the Company with respect to the Company’s employment
of the Executive and shall not be altered, modified or amended except by written
instrument signed by the party against whom such alteration, modification or
amendment is sought to be enforced and this Contract of Employment shall cancel
any and all previous contracts, agreements or arrangements between the Company
and the Chief Executive Officer and any and all such previous contracts,
agreements and arrangements shall be deemed to have been terminated by mutual
consent as from the date on which this Contract of Employment
commences.

       

      
        
           

          

        

      

      
        
          
          

        

        
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                20.

              	
                GOVERNING
      LAW

              


      

       

      The laws
of the Republic of Cyprus shall in all respects govern this Contract of
Employment and the Parties hereto submit to the exclusive jurisdiction of the
Courts of the Republic of Cyprus.

       

      
        	
                21.

              	
                SEVERABILITY

              


      

       

      The
invalidity of all or any part of any provision of this Contract of Employment
shall not invalidate the remainder of this Contract of Employment or the
remainder of any paragraph, which can be given effect without such invalid
provision.

       

      
        	
                22.

              	
                PARAGRAPH
      HEADINGS

              


      

       

      The
paragraph headings contained in this Contract of Employment are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Contract of Employment.

       

      
        	
                23.

              	
                AMENDMENTS

              


      

       

      All
amendments hereto must be agreed in writing and countersigned by both parties.
The Company will be represented in the negotiations of any amendments hereto,
including all renegotiations of the Chief Executive Officer’s salary and of any
other non monetary benefits, by the members of the Compensation Committee who
are hereby authorised by the Company to jointly or by their authorised
representative bind the Company and sign on its behalf any such amendments
agreed with Khader Hemsi.

      
        
          
             

             

            

              
                
                   


                

                
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      IN
WITNESS whereof the Parties hereto have hereunto set their respective signatures
the day and year first hereinabove mentioned in this Contract of
Employment.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    	
                                                                                                                            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 	 


                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

      


      
        
          
             

            

              
                
                   


                

                
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      APPENDIX
(I) - INFORMATION TECHNOLOGY STANDARDS & POLICIES

       

      Attached
to and forming part of Contract of Employment dated 30th June 2005

       

      between

       

      Alliance
International Reinsurance Public Company Limited

       

      and

       

      Khader
Hemsi

       

      In this
document:

       

      
        	
                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 the
firm.

                    

                  


          

        

      

      

        
          
             

            

          

        

      

      
        
          
          

        

        
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                    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.

                  


          

        

        
          
             

             

            

              
                
                   


                

                
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                  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.

                


        

        
          
             

             

            

              
                
                   


                

                
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                  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 having carefully read this document understands that he has to
fully comply and to be bound by all the Guidelines in consideration of the
Company allowing him to use the above Information and Information Resources and
he declares that he has taken note of the repercussions of any violation of the
Guidelines.

       

      Signed on
this 30th day of June, 2005

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        The
      Chief Executive Officer

                                      
	
                                         
      

                                         

                                         

                                         

                                      
	
                                        /s/
      Khader Hemsi

                                      
	
                                        Khader
      Hemsi

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
           

          

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