Legal Vetting On Intellectual Property Rights-Assignment within the COMPANY 1 group and Addendum to the License Agreement and Service Agreement.

Mr. Z

Address….

Dear Sir

RE: Legal Vetting On Intellectual Property Rights-Assignment within the COMPANY 1 group and Addendum to the License Agreement and Service Agreement.

We refer to your letters no. …………….. dated 28 August 2006 and no. …………….. dated 19 September 2006 on the above subject and also to our legal opinions no. ………. dated April 19 2006 and no. ………….. dated 30 August 2006.

From your letter no. ………………., it appears that you require our legal opinion as to whether you should retain your agreement with COMPANY 1 or assign it to COMPANY 1 HEADQUARTERS SA. You also need to know if you retain your agreement with COMPANY 1would it affect the Bank’s interest.

OUR OPINION:

After consulting the relevant law and perusing the Software Agreement and the Services Agreement between the parties, it is our legal opinion that legally it will not make any difference whether BANK 1 should retain their agreement with COMPANY 1or assign it to COMPANY 1 HEADQUARTERS SA. This is actually more of a commercial issue to be decided by Prime Bank.

However, we are of the view that if BANK 1 retain their agreement with COMPANY 1it would not affect the Bank’s interest.

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”