|
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 to
|
