AGREEMENT

This Agreement is made on the 14th day of August 2010 between M/s. Aegis
Overseas Limited a company incorporated under the Laws of
….............and having its registered office at …..................hereinafter called
and referred to as AOL and Southern Group Limited a company
incorporated under the Laws of Kingdom Thailand and having its registered
office at…………………,hereinafter called and referred as SGL.

Whereas AOL is engaged in international trading of Dolomite, Limestone

and other minerals and have marketing expertise for the same.

And Whereas SGL is owning and running Dolomite, Limestone and other
Mines in Thailand and have expertise in mining operations.

And Whereas AOL & SGL is have decided to form a joint venture to carry
on the business of mining and marketing of Dolomite, Limestone and other
minerals.

And Whereas AOL and SGL have decided to commence and carry on above
referred joint venture business through a joint venture company called
Aegis Sam Limited, a company incorporated under the Laws of Kingdom of
Thailand and having its registered office at …........................, hereinafter
called and referred as ASL.

NOW THIS AGREEMENT WINTNESSES AS UNDER :

1. That both AOL and SGL will carry on joint venture business through joint venture
 company ASL.
2. ASL will initially have a paid up capital of Thai Bhat and 51% of such paid up
capital will be held and owned by AOL and/or its nominees and balance 49% will be
held and owned by SGL and/or its nominees. In future whenever paid up capital of ASL
is increased the additional capital will be subscribed and held by AOL and SGL is the
ratio of 51% and 49% respectively. Unless otherwise agreed by both AOL and ASL in
writing, at all times the51% and 49% holding ratio of AOL and SGL will be
maintained.
3. ASL will initially have four Directors and two out of such four Directors will be
nominated by AOL and two by SGL. The chairman of the Board will be elected by
four directors so appointed.
4. All Bank Accounts of ASL will be operated by joint authority of two Directors- one
from Directors nominated by AOL and one from Directors nominated by SGL.
5. SGL will sublease its mining concessions ( described in schedule annexed) to ASL and
SGL will register the sublease agreement with the Department of Primary Industries
and Mines of Thiland.
6. That any dispute arising between the parties will be settled by the two arbitrators and
such arbitrators will be appointed by both the parties.

IN WITNESS whereof the parties have executed these presents on the day, month and year
first above written.

Witnesses Signed
Aegis Overseas Limited
Signed
Southern Group Limited