Michael ppp

SECURITY PURSUANT TO ANY SECURITIES ACT OR REGULATIONS. THE INFORMATION IS NOT FOR PUBLIC USE OR DISSEMINATION AND IS STRICTLY FOR PRIVATE
APPLICATION BY THE PARTY TO WHOM DELIVERY WAS EFFECTED, SOLELY FOR PURPOSES OF INTRODUCING SAID PARTY TO A PRIVATE BUSINESS OPPORTUNITY. THIS
INFORMATION IS CONFIDENTIAL AND IS NOTTO BE DISCUSSED WITH, COPIED TO, OR DISTRIBUTED IN WHOLE OR IN PART, TO ANYTHIRD PARTIES WHO ARE NOT DIRECTLY
INVOLVED WITH THE CONTEMPLATED TRANSACTION(S) UNDERLYING THE PROPOSED UTILISATION OF THIS INFORMATION. UNAUTHORISED DISCLOSURE OF THIS

PROTOCOL FOR PRIVATE PLACEMENT/TRADING
OF BANK ISSUED SECURITIES
GENERAL GUIDELINES:
For purposes of this document, the "business" of buying and selling of Bank issued, cash-backed or
pre-paid Negotiable Instruments ("Securities") in the private markets, shall be referred to as "Trading".

Chartered banks or licensed financial institutions (Securities Firms, Brokerage Houses) never
administer Trading of the nature discussed herein. Trading is exclusively administered by PRIVATE
TRADING ENTITIES, at legally defined arm's length from any bank or financial institution that is
licensed to deal with the public. Banks and licensed financial institutions are strictly prohibited by
regulation from buying or selling such securities either from or to one another, or directly into the
"public" market place.

No retail banker or bank officer will be able to confirm any Trading activity, nor will he be able to
provide any insight as to its mechanics, or even assurances that such a business exists. Most bankers
have been correctly instructed to truthfully deny the existence of "Bank Trading" activities within the
public sector. Hence any attempt to validate such information through a banker is pointless.

Generally, it is equally as pointless to attempt to validate the Trading business activities within the
Banks' Private Banking divisions utilising conventional advisors such as lawyers, accountants, or
securities brokers or anyone licensed to deal with the public. The majority simply do not know, and the
very few that do know, only know because they are working directly in the business and have been
bound by strict non-disclosure.

The only method available to a QUALIFIED, potential private participant to validate the information is
to proceed through the strict, private application protocol and review the information DIRECTLY
FROM THE SOURCE. There exists no method for intermediaries or "brokers", or agents, or legal or
accounting advisors, or any "non-principals" to validate any of this information.

Trading is always conducted in US dollar denominated amounts of $500Million or more (some limited
exceptions apply) and is highly regulated by the SEC, IMF, World Bank, Bank of International
Settlements, Federal Reserve, US Treasury and others. Recently, some Trading has been taking place in
Euro-Dollars under the additional auspices of the appropriate Euro-Dollar regulators.

Trading is also ALWAYS "project driven" by regulation. A potential Investor/participant may submit
projects for approval, or submit approved projects to a Private Trading Entity, or pre-approved projects
may be supplied by either the Trading Entity or one of the regulating bodies for "pooled" trading on
behalf of smaller investors. Project profits are generally under the umbrella of large-scale
"humanitarian" efforts; they may or may not be non-profit, and they are the primary provider of
funding for loans to Third-World countries.

INVOLVED WITH THE CONTEMPLATED TRANSACTION^) UNDERLYING THE PROPOSED UTILISATION OF THIS INFORMATION. UNAUTHORISED DISCLOSURE OF THIS

Trading is only available to Private Investors that can prove:
i) that they are a private, sophisticated Investor, at legally defined arm's length from any
bank and/or financial institution licensed to deal with the public; and
ii) that they have a minimum of USS500M that they have legally earned, and that it is
free and clear of any liens or encumbrances, which includes any blocking by the
depository bank pursuant to its fractional reserve provisions. (This effectively means
that they have been invited into the Private banking division of one of the major
banks, where their money could be placed in a "repository" account with that bank's
permission.)

iii) That they have an specified/variable minimum of funds that they have legally earned,
and that it is free and clear of any liens or encumbrances, that may be required by a
trading entity to top up a pooled trading effort or special project funding requirement.
These are the programs that offer opportunities to investors with less than
US$500Million.

Privacy is a hallmark of the Trading business. Although banks do not directly participate in the actual
Trading, they do play important facilitating roles. Firstly, a cooperative Private banker at a Transaction
bank must be willing to "confirm and authenticate" your deposit. Secondly, the Issuing banks are
licensed to cause the "issue" of the Securities that are being Traded. The banks' respective involvement
is pursuant to their Class "B", or "Tier 2" Banking Regulations, which allows for it to be conducted
"off-balance sheet", and therefore not subject to disclosure, or public reporting. In short, the role of the
issuing bank, may be termed "its own private business", and is conducted with its own private
resources.

Accordingly, and by virtue of the various regulations that prohibit the Trading business being available
to the public market, Trading Entities are also "licensed" and held to strict rules of non-disclosure.
There are three basic reasons;
i) to provide a measure of control insofar as keeping the information regarding
Trading from the general public, and allowing the bankers to participate in
THEIR OWN PRIVATE business activity; and
ii) to protect the identity of the Trading Entity and to prevent it from facilitating the
business for non-qualified parties; and
iii) to protect the right to privacy of the Investor with regard to his private
transaction.

Terms and conditions of legitimate Trading Contracts, including potential profit margins are never
disclosed to anyone but a qualified Investor. There exists no such thing as a "registered intermediary".
An Investor must inquire of his own volition, and then only after he has been formally approved.
Specific information is only supplied to qualified, approved Investors directly by a Trading Entity.

This is an "invitation only" business, with very strict rules that are rigidly enforced by the "old boys
club" of the banking world. Banks routinely monitor accounts with balances over the required
minimum of US$500M, and then when the market demands, they have their Trading Entities initiate

APPLICATION BY THE PARTY TO WHOM DELIVERY WAS EFECTED, SOLELY FOR PURPOSES OF INTRODUCING SAID PARTY TO A PRIVATE BUSINESS OPPORTUNITY. THIS

contact with potential Investors. Any representations or advice received from any party that is not
DIRECTLY involved in a Trading Entity, such as advice as to Contract terms, conditions, potential
earnings, names of banks involved, names of Trading Entities, etc., is automatically deemed to be
fraudulent information supplied by unauthorised party(s), and will be deemed an "Inducement to
Contract" via an unauthorised public intermediary and place the party and the entire contemplated
transaction in jeopardy with the SEC as a potential "solicitation of funds". The result is that the
Investor is permanently banned from dealing with ALL licensed Trading Entities.
MECHANICS OF TRADING:

All Trading Entities deal with "Transaction" banks and with "Issuing" banks, to facilitate these Trades.
Qualified Investors always enter into a "three party Contract". The Investor, the Trading Entity and the
Transaction Bank are parties to the Contract. The distinction between the Transaction bank and the
Issuing bank is by regulation. The Transaction bank cannot act as the Issuing bank for example, and the
Issuing bank must be at arm's length from the other two parties.

The primary role of the Transaction bank is to facilitate part of the Investor approval process for the
Trading Entity, and to then act as the Investor's fiduciary to ensure the absolute sanctity and security of
his money. Bankers designed the "business", primarily for bankers and their own friends and family
relationships. Hence it was originally designed with the utmost care as to security of their private funds.
The global need for funds and the regulatory restrictions have since necessitated its expansion into the
"non-banker" private investor market.

The Investor's money always remains in a "non-depletion" capital account in the Investor's own name
with the Investor as the sole signatory authority. No other entity including the Trading Entity has any
authority over the Investor's money at any time. A proper Trading Contract will only allow the Trading
Entity to do two things on behalf of the Investor regarding his account:
i) inquire and confirm the balance of the account and the good, free and clear status of the
funds; and
ii) confirm that the funds are owned by a qualified arm's length Investor, which is the
primary regulatory pre-requisite to effecting a sale.

The Contract allows the Trading Entity to "Trade" the Securities on behalf of the Investor, but never to
actually use the Investor's money to do so. (Leave it to bankers to craft such a transaction for their own
benefit.) The mechanics of a Trade may be summarised as follows:
i) Trading Entity confirms to Issuing bank that it represents a qualified private
"Buyer" with US$500M;
ii) Issuing bank causes its "Invoice" to be issued wherein it agrees to deliver its
Security (Debt Instrument) upon payment, usually within 72 hours. For example,
it may be a Note Payable at some future date, at an agreed "discounted" price,
which price provides a profit to the holder of the Security at maturity;
iii) Trading Entity then causes its "End-User" (Insurance Company, Annuity Issuer,
Investment/Brokerage Firm, etc.,) to buy the Security Instrument by PAYING
for the INVOICE with their own funds within the allotted 72 hours, at a discount
less than that in the Investor's Contract, but still profitable to the End-User;

INFORMATION IS CONFIDENTIAL AND IS NOTTO BE DISCUSSED WITH, COPIED TO, OR DISTRIBUTED IN WHOLE OR IN PART, TO ANY THIRD PARTIES WHO ARE NOT DIRECTLY

iv) The Trading Entity then causes the Security to be electronically delivered by the
Issuing bank to the End-User;
v) The Investor, the Trading Entity, the Transaction Bank and the "Project" all
receive their Contracted proportionate share of the profit, or spread between the
two discounted price amounts,
vi) The process was originally repeated weekly. Now it is daily and/or even multiple
(4 to 5) times per day.

Contracts also stipulate that all proposed purchases of Securities must be pre-sold to the qualified End-
Users (rated AA or better) prior to an Invoice being requested on behalf of the Investor.

Licensed Trading Entities will not enter into Contracts with any third party intermediaries or brokers,
due to the potential for contingent liabilities, such as a lawsuit by a dissatisfied intermediary. The
reason for this is too obvious. It would hold potential to violate the privacy protocol the Trading Entity
is regulated to uphold.

CONFIDENTIALITY:

The contemplated business is strictly a confidential business transaction between private Principals.
The funds owner, or Investor is required to keep all information about the transaction and the parties to
it in confidence. It cannot be discussed with friends, family, business associates, intermediaries, or any
so-called "Advisors", unless those advisors have been:
i) pre-disclosed to the Trading Entity; and
ii) duly approved/authorized by the Trading Entity; and
iii) specifically retained by the Investor and pre-paid to provide legal and/or other counsel;
and
iv) can be held liable for the advice or counsel so offered; and
v) conduct their review of the materials at the office of the Trading Entity under its
supervision.

Any violation of confidentiality by any Investor, or by any Advisor to the Investor is grounds for
immediate and permanent termination of discussions, or if the breach occurs during the course of the
transaction, then the transaction will be immediately and permanently halted and the Investor will be
subject to forfeiture of any monies received to date of breach, and universally barred from all future
participation with all Trading Entities. An example of such a breach would be to in any way use the
Investor's receipt of monies as "proof that they have been involved in Trading activities and thus as
proof that they have "access" to a performing Trading Entity.

PROJECT FUNDING PROTOCOL:

This is a brief overview of the regulatory guidelines for the distribution of Profits earned pursuant to
Trading Contracts. These regulations have always been enforced, since the inception of the Trading
Entity in 1954. They are purposed to maintain the necessary underlying economic support, which
allows the business to continue successfully.

SECURFTY PURSUANT TO ANY SECURrTIES ACT OR REGULATIONS. THE INFORMATION IS NOT FOR PUBLIC USE OR DISSEMINATION AND IS STRICTLY FOR PRIVATE

The importance of the underlying Project is seldom understood by the private sector. Well-organized
groups have formed what are typically referred to as Venture Capital Companies ("VCC's"). These
very select VCC's utilise this knowledge to seek capital and to seek out and format "approved
projects". Many times these VCC's are affiliated with large non-profit foundations and they work
hand-in-hand with the World Bank, IMF and other regulators, as unofficial "Agents".

Regulatory provisions suggest that 80% of the gross earnings from a Trading contract must go to
humanitarian project funding. Projects may be deemed humanitarian simply because they provide job
creation in an economically depressed region, or they enhance quality of life for underprivileged
persons, even though the project itself, may be "profit-driven". In other words, not all humanitarian
projects are non-profit.

Understanding the mechanics of the Trading helps to understand why these regulations are in place.
You will remember that the "future" obligations of the Issuing banks are issued "off-balance sheet".
This is in part due to the fact, that at the "present", or time of issue, the Issuing bank could not issue the
Securities on-balance sheet because they do not have the cash or assets to back the paper. They deem
no equity to exist until it is cash-backed/paid for, thus only then is it placed on their balance sheets.
They are allowed to issue them in the good faith that they will have earned sufficient to cover the
obligation prior to its scheduled maturity. Originally the concept was designed for post-war reparations
in Europe, but has since been found by regulators and banks to be a very effective method to raise
money for developing nations, and other approved projects (starting in 1954), providing at least 80% of
the proceeds are put back into "public" circulation to "support the general economic growth and
stability" of the economies being assisted. This in turn provides support to the Issuing banks, ensuring
their earnings potential, and the stability of the currency. In short, if Investors hoarded all Profits, the
entire banking system would soon collapse on itself.

TRADING PROFITS:
Pursuant to these same guidelines, 20% of the gross Profits (less Trading Entity and Transaction Bank
fees) may be utilised to enhance the personal income or lifestyle of the project Investor. There are also
"unwritten" codes that tend to limit the Investor personal gains to around US$5B for the "non-banker"
crowd. This might give you some clues as to how a lot of well-known people actually "made" their
money.

Trading is typically conducted on a highly leveraged basis. It is not uncommon for a Trading Entity to
use multiple Issuing banks, or to leverage up from 4 to 9 times more in Trading "capacity", from an
Investor's account balance. This leveraging is of such significance, that it is not uncommon for the
initial investment capital to be "replaced" with Profits within 10 to 20 banking days. This means that a
savvy Trading Entity will renew a typical Contract with a new Issuing bank, at the same rate of return
each time this cycle has completed, without any requirement for additional capital, simply by using the
original Investor's capital over and over again.

The spread on Trading is virtually identical from one Trading Entity to another. The variances on price
are so competitive as to be measured in lOO^'s of a point. For sake of a demonstration example, let's
assume that the typical spread - the difference in the two discounted prices on a "Trade" (completed
buy-sell) is 2% of the face amount.


PROFIT ALLOCATION:
Then let's also assume that because these transactions are electronic, that once the parties have
authenticated the first Trade, then every subsequent Trade is conducted on "electronic auto-pilot",
subject only to the electronic "clearing" and confirmation times within the banking system, resulting in
a minimum of two Trades per day (typically they can do 4 per day). Even the Securities are "delivered"
electronically. Let's also assume that each time the Profit cycle reaches the original amount, the

original Investor account balance will be re-Contracted with another bank (only one layer deep) and
only for a total period of one year.

This then, would be a typical example:

Initial Capital :US$500M
Daily Profit @ 2% X 2 Trades :US$20M
# days required to recover original Capital :25
International Trading Days per year :200
Total # of leveraged "investment cycles" per year :8

Profit per cycle:
Cycle 1 = 500M X 2 Trades X 200 days :US$4,000,000,000
Cvcle 8 = 500M X 2 Trades X 25 davs :US$ 500.000.000
Total Potential Annual Profit :US$14,000,000.000

Total Annual Profit :US$ 14,000,000,000
Directly to approved project fa), 80% ill SSI 1,200.000.000
Balance :US$ 2,800,000,000
50% of Balance to Trading Entity and Transaction bank :USS 1.400.000.000
investor Net Return.{plus project equity/profit) ;US$ 1,400.000.000(280%)

It should be noted that some Trading Entities will behave differently within the regulations. For
example, some Trading Entities are directly linked to the World Bank and to the IMF, and as such
cannot allow Investor approved projects. Instead, they can only accept investments where the Investor
agrees to a fixed Profit, and the balance is then utilized to fund World Bank and/or IMF projects, loans,
etc.

INFORMATION IS CONFIDENTIAL AND IS NOTTO BE DISCUSSED VOTH, COPIED TO, OR DISTRIBUTED IN WHOLE OR IN PART, TO ANYTHIRD PARTIES WHO ARE NOT DIRECTLY
INVOLVED WTTH THE CONTEMPLATED TRANSACTION(S) UNDERLYING THE PROPOSED UTILISATION OF THIS INFORMATION. UNAUTHORISED DISCLOSURE OF THIS

INTERNATIONAL CERTIFICATE OF DEPOSIT:

Although the following information is not directly related to the forgoing, it may well be relevant to the
Equity Recovery program.

The "International Certificate of Deposit" (ICD) is a debt obligation of the issuing bank, to
unconditionally pay the face amount of capital to the beneficiary of record, i.e., not the "bearer", at
maturity date, plus any periodic interest payments due during the stipulated term of the ICD, if any.
The obligation to pay the stipulated amounts in the future, is supported by specific cash or other assets,
held by the issuing bank in a segregated account and is guaranteed by the bank and not by the typical
deposit insurance programs used for insuring retail banking accounts.

The Instrument can be issued for any length of time mutually agreed upon between the issuing bank
and the party putting up the assets to secure the instrument (i.e., the "assignee"), the owner/holder of
record, and it can be rolled over at maturity or surrendered for cash.

The ICD cannot be transferred or assigned without first notifying the issuing bank and lodging the
change in the bank's register.

Generally, an ICD is used to convert restricted assets or dormant assets into a financial instrument,
which can be more easily utilized in the financial markets, primarily as "collateral" for loans, or
investment purposes. The ICD is often more readily accepted than other instruments such as Bank
Guarantees or Letters of Credit. More specifically, in transactions such as those we are considering, an
ICD can typically be an effective alternative when;
i) Cash assets are on deposit within certain foreign banking systems which would normally
not qualify for participation; or
ii) Cash assets held in "restricted" or "special" accounts, which by their structure and
limitations make it difficult to utilize the assets without providing unique education; or
iii) The owner(s) of the cash assets are unwilling or unable to transfer the actual assets to
the "Transaction" bank; or
iv) The owner(s) of less acceptable financial instruments or volatile securities wish to use
those assets to cause the creation of an ICD; or
v) The owner(s) of certain "hard" assets, i.e. land, gold, art, jewellery, oil, etc., lodges
those assets to support the creation of the ICD; or
vi) Where an element of privacy and/or security of ownership related to the nature of the
original assets is an issue or potential issue.

The specific transaction (Trading) we are contemplating will require funds to be transferred to an
acceptable Transaction Bank. The ICD is an instrument that meets all of the requirements to be
transferred via S.W.I.F.T. to a non-depleting trust account, in the name of, and under the sole control of
the ICD owner (which may be different by agreement with the Issuing bank, than the original asset
owner/assignee). The transaction bank will provide the ICD owner with a fully responsible bank
undertaking to return the ICD to the ICD owner before its maturity date, free of any liens or
encumbrances, or claims of any kind.

SECURITY PURSUANT TO ANY SECURITIES ACT OR REGULATIONS. THE INFORMATION IS NOT FOR PUBUC USE OR DISSEMINATION AND IS STRICTLY FOR PRIVATE

An ICD is a relatively common and accepted instrument within international banking circles. The
funds/asset owner should therefore approach the international department of their bank and negotiate
the terms under which the bank would issue such an instrument against for example, an "Equity
Recovery Contract".

The bank will be interested in what assets are available to "back" the instrument, how the bank can
arrange their custodial control (as opposed to ownership) of those assets within a segregated account,
what percentage of the asset value will be used for backing the ICD, what fees might be charged for
this service, and what interest rate if any, would the ICD bear (a zero percent rate is possible which
may reduce the cost of acquiring the ICD).

The minimum face amount necessary to participate in the contemplated Trading transactions at this
time is USS500M. This amount may increase without notice. Depending on the credit worthiness of the
issuing bank, an ICD may have to be for a slightly higher amount to cover any "contingent" liability of
the issuer deemed to exist by the transaction bank.

Michael ppp

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