PRINCIPLE BUSINESS COOPERATION AGREEMENT

PRINCIPLE BUSINESS COOPERATION AGREEMENT

This Principle Business Cooperation Agreement is made as of the ^the day of  18 February 2008 (“The Effective Date”), by and between Center of Credit & Investment Cooperation LTD, a Russian Federation corporation  with principal address at 12 Petrovka Str, Moscow 107996, Russia (hereinafter known as “CCIC”) and Providential Energy Corp., a subsidiary of Providential Holdings Inc., a Nevada corporation with principal business address at 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647, (hereinafter known as “PHI”).

RECITALS

WHEREAS, CCIC is a business conglomerate engaged in various business activities including but not limited to infrastructure, construction, energy, mining, trade of oil products & metals, and real estate development.

WHEREAS, PHI is a fully reporting publicly-traded company in the US and Germany engaged in various business activities including but not limited to merger and acquisition consulting and advisory services, investment banking, independent energy, education, telecommunications, and investments in special situations;

WHEREAS, CCIC and PHI desire to cooperate with each other with respect to funding, building, owning, trading and operating certain businesses from time to time as deems appropriate;

CCIC and PHI hereby agree as follows:

1.

Purpose of cooperation. CCIC and PHI shall cooperate in funding, building, owning, and operating certain businesses in Russia, United States and other regions of the world as deems appropriate and share in the benefits of these business operations.  

2.    Contemplated Transactions.  Both parties agree to initially cooperate in the following projects:

2.a

Commodity Trading Business:  CCIC and PHI shall cooperate to form a joint-venture company, namely RANCOR TRADING GROUP  (“RTG”) or any other name acceptable to both parties, to jointly fund, develop a trading platform for metal, chemical and oil based products listed on all major commodity market boards, engage in client base (oil products) resourcing to secure long term contracts directly with end user entities, private or governmental agencies in China, Japan, Germany, Romania, Vietnam, USA and Spain, secure and employ licensed traders/, associate, register & form alliances with any or all related companies or government institutions associated with trading of commodities. It is anticipated that CCIC and its affiliates will contribute a maximum of 49% of the equity investment towards RTG and retain a maximum of 49% of ownership in RTG and PHI will contribute a minimum of 51% of the equity investment towards RTG and retain a minimum of 51% of ownership in RTG, respectively;

2.b

Refinery Construction & LNG Terminal:  CCIC and PHI shall cooperate to form a joint-venture company, namely RANCOR ENERGY (“RCE”) or any other name acceptable to both parties, to jointly fund, build, own, and operate a refinery plant and LNG terminals in the Russian Federation. It is anticipated that CCIC and its affiliates will contribute a maximum of 70% of the equity investment towards RCE and retain a maximum of 70% of ownership in RCE and PHI will contribute a minimum of 30% of the equity investment towards RCE and retain a minimum of 30% of ownership in RCE, respectively;

2.c

Asset Placement: CCIC and PHI shall cooperate to form a joint-venture company, namely Center of Credit & Investment Cooperation Subsidiary (“CCICS”) or any other name acceptable to both parties, to jointly fund, and establish an Energy Fund, establish financial liquidity for the Europium asset owned by CCIC estimated at one (1) billion Euro market value, organize financial structure to operate the liquidity on a global structure with tax free options. It is anticipated that CCIC and its affiliates will contribute a maximum of 90% of the equity investment towards CCICS and retain a maximum of 90% of ownership in CCICS and PHI will contribute a minimum of 10% of the equity investment towards CCICS and retain a minimum of 10% of ownership in CCICS, respectively;

2.d

Other business opportunities. CCIC and PHI shall cooperate in other business opportunities as the Parties deem appropriate. The required funding contributions and future benefits pertaining to each of these businesses will be mutually determined by both parties at the appropriate time.

2.e

Detailed Agreements.  CCIC and PHI shall enter into a separate agreement detailing the terms and conditions agreeable to both parties pertaining to each of the projects mentioned herein.

3.