PRE-INCORPORATION AGREEMENT - FORMATION & CAPITAL

The parties shall procure the incorporation of a company having an authorised share capital of (amount) divided into ordinary shares of (amount) each.

Name

The company shall be called " (name of the company) Limited" if such name is available for registration or by other available names as may be agreed between the parties (or in default of such agreement (name of one of the parties) shall sect).

Bindingness of this Agreement

1. It is agreed that the Memorandum and Articles of Association of the company shall be in the form of draft and attached and marked as "A" with such modifications as the parties may agree in writing subject to the prescription contained in the applicable law. The Memorandum and Articles of Association shall be subscribed by the parties or their respective nominees each of whom shall agree in the memorandum to take up ordinary shares of (amount) each in the capital of the company.

2 It is agreed that this agreement shall be incorporated into the Memorandum and Article of the Association upon incorporation of the company as may be agreed by the first subscribers of the Memorandum of the Association.