MEMORANDUM OF UNDERSTANDING (“PARTNERSHIP AGREEMENT”)

RE: Joint Venture to Form Partnership

1. Introduction

The purpose of this Memorandum of Understanding, is to confirm our mutual understanding

and establish certain benchmarks for an agreement (the "Agreement") concerning the
formation of a partnership and joint venture (the "Joint Venture"), between Angel Castillo or
company appointed by him (“Castillo”) and Company XXX from Zimbabwe, to be known as
INDBUS ZIMBABWE (INDBUS Africa, SMARTBUS or some your proposal). The shares
of the INDBUS ZIMBABWE (new company), are to be divided equally amongst the owners
(or company appointed by them). The owners mutually agree to select a third party arbitrator
to preside over and resolve internal corporate conflicts.

Presently, we have reached agreement on some, but not all, of the essential elements of the
Agreement. This Memorandum of Understanding records our agreement on certain issues as
a basis for the conduct of good faith negotiations for the remaining issues. Accordingly, this
Memorandum shall remain in full force and effect until the formation of a New company
named INDBUS ZIMBABWE (INDBUS Africa etc.) and agreement creating the Joint
Venture and Partnership.

In furtherance of discussions between CASTILLO and COMPANY XXX (or company

appointed by them) regarding an exclusive business relationship, this Memorandum of
Understanding is intended to summarize and set forth the preliminary and non-binding
understanding between the parties with respect to the terms and conditions upon which a
formal agreement would be drawn. The terms of a Partnership Agreement and joint venture
will be more particularly set forth in a definitive Partnership agreement (“Definitive
Agreement”) to be mutually agreed upon by the parties.

2. Purpose of Joint Venture. The purpose of the Joint Venture is to form and operate
a new company INDBUS ZIMBABWE ( or Indbus Africa etc.) for the purpose of
establishing processes of production, supply, training, marketing, promoting and selling
INDBUS products in the African, European and American markets. Castillo and
COMPANY XXX will negotiate the terms and conditions of a new company (“INDBUS
ZIMBABWE”) and of a Partnership Agreement under which INDBUS will distribute
INDBUS products designed for the market. The parties intend that the Definitive Agreement
will include an exclusive right and obligation for both parties in this contract.

3. Duties and Obligations.

3.1 Duties of the Parties. We have agreed that each Party will devote such time
and effort as may be reasonably necessary to ensure the success of the new company.

3.2 Exclusive Obligations. Both Parties will act as product developer and
manufacturer of the products. Both Parties will act as marketer and distributor of the
products among the territory (Africa, USA, EUROPE).
CASTILLO (or company appointed by him) will provide start up capital, necessary for
production of busses (precisely described in article 13 of this letter);
COMPANY XXX (or company appointed by him) will provide the location and
infrastructure to operate the new venture and will provide the floor plan for the initial
inventory.

4. General Matters. The parties agree to continue to negotiate all necessary elements
of a partnership agreement, including but not limited to, bus production, organization
production, product development, trademark ownership, product ordering, shipping and
freight, technical training, representations and warranties, indemnifications, and in particular
indemnification from CASTILLO in favor of COMPANY XXX and vice versa, against all
claims and liabilities with respect to breach of INDBUS’ representations and warranties,
payments, vehicle chassis, delivery time, product quality and quantity of received goods etc.

5. Good Faith Negotiations. The parties agree to use good faith and their best efforts
to negotiate a mutually profitable and beneficial Definitive Agreement, including the terms of
INDBUS ZIMBABWE (or INDBUS Africa etc.) which shall form the basis of the Joint
Venture including all relevant terms and conditions thereto. During the negotiations
hereunder, both parties agree to comply with all applicable laws.

6. Objectives. Both parties agree that the continued negotiations are based on the
mutual profitability and benefit of an agreement and the ability to reasonably market and
distribute world class, high quality products. To provide this the both parties agree to supply
high quality materials necessary for production and building busses already taken and insured
by CASTILLO (or his companies) based on his long term industry experience.

7. Definitive Agreement. The parties contemplate the Definitive Agreement with

respect to matters set forth in this Letter of Intent shall be executed prior to March, 2019. The
Definitive Agreement shall be subject to the approval of each party concerned with the
Contact Castillo and COMPANY XXX ( company appointed by them).

8. Governing Law. The parties agree that the Definitive Agreement prepared
between the parties shall be bound by International laws, and disputes arising under the
agreement will be resolved within the Europe in a jurisdiction chosen by Castillo.

9. Effect of Memorandum of understanding . It is understood that this

Memorandum of Understanding is only an expression of the intention of the parties hereto
and only those terms and conditions as incorporated into mutually satisfactory documents
executed by the parties hereto shall be enforceable. In addition, without limiting the
foregoing, this MOU does not and shall not be construed as a binding agreement or binding
obligation on either party to proceed with the transaction contemplated by this Memorandum
of Understanding.

10. Confidentiality. By their signatures hereto, each party agrees to keep in strict
confidence all information regarding the terms of the proposed distribution. The parties agree
that during the course of the negotiations, they will not entertain any offers from or conduct
any discussions with any other party with respect to the subject matter of the Memorandum
of Understanding.

11. Capital Contributions.

Each Party shall contribute the following resources for the operation of the new entity:

Party Amount of Contribution Form of Contribution

CASTILLO (company 68 MIL EURO € Cash and in-kind 50%
appointed by him) ( parts, molders, tools by
specification. etc)
COMPANY XXX (company To be determined Cash and in-kind 50%
appointed by him) ( appropriate goods)???

12. Management Structure. INDBUS ZIMBABWE (or similar) shall be managed

by a committee consisting of one member from CASTILLO and one member from
COMPANY XXX (or person appointed by them). All decisions as to the day to day
operations of INDBUS shall be made by the CEO and legal representative of the company,
who will be always appointed by both parties. The Board of Directors and CEO will always
be put an expatriate professional buss production knowledge person, and if we disagree in
some argument related to some work, than CEO vote and suggestion will be final decision in
set of us, with voting we will bring future decision and on that way we never block working
over the company.

The Company will be formed as INDBUS ZIMBABWE (or INDBUS Africa etc.) a Joint
venture between COMPANY XXX and Castillo ( company appointed by them), and must be
registered in Harare with an operative office and production location.

13. Plans, Organization, Production, Supply, Distributions of Earnings and Profits.

- Both Parties agree for all production to be carried out in Harare area or location appointed
suggested by the appointed CEO;
-The new company will be registered in Harare under the applicable laws of the Republic of
Zimbabwe (production can however be in other location);
-The Company will be formed as INDBUS ZIMBABWE a Joint venture between
COMPANY XXX and Castillo or companies appointed by them;
- CASTILLO will prepare all project material for shipment within 10 days upon final
agreement between all parties ( by list of materials with value of 68 mil.euro);
- Production will begin with Fiberglass System manual and infusion.
- A team from Skopje will be sent to Zimbabwe to train the local personnel and management.

* First month start production of 258 units Spartano school bus with all length 258 pieces of
bodies and export them like bodies in Skopje to be finished and delivered to European
dealerships.
- And for that we need to provide (arrange) for a amount of 4.644,000 € and we export the
bodies for 6.544.686 € from Zimbabwe then We do a total difference of: 1.900.686 €.
*we supply chassis 258 units from Iveco for amount of 9.288,000 € and we complete them in
Skopje and deliver them to our joint Italian company;
This vehicles will cost us approximately 61.367 € per units and we will sell them 90,000€ per
unit.
Total we invest:    15.832.686 €.
Total we recover: 23.222.000 €.
Total difference we make is: 7.387.314 €.

* Maximo L - 150 units.

Will be done in same way like previous for spartano and we will need to invest in materials
for bodies amount of 4.372.350 € and export them for: 51.500.€ per unit to EU.Our cost per
unit is: 29.150 € + 38.000€ per chassis = 67.150,00€ cost per unit.
Total we invest:10.072.500 €
Total we return: 15.750.000 €
Total difference we making is: 5.677.650 €.

* 12 units Renault 57 +1+1

For that we need supplies in Enugu and build them in Enugu fully build:
Total supply of 12 chassis:855,000 €
Total supplies for 12 bodies materials: 719.854 €
Total we invest: 1.574.854 €
Total we sell to our dealer: 2.016.000 €
Total we recover us difference is: 441.145 €.

* 20 units Eurocargo Iveco 100 CC and for that we need following supplies:
Supplies of 20 chassis: 1,350,000 €.
Supplies of 20 bodies materials: 700,000 €
Total we invest: 2.050.000€
Deliver to the dealer: 2.900.000€
Difference: 850.000€

-We sell 20 units for 145,000 € each to our dealers for a total of: 2,900,000 €.
Total we recover us a difference is:1,048,000 €.
During this trail and training period we will do the following buses:
10 Iveco eurorider chassis which will cost for the amount of: 910,000 €.
Supplies of materials for 10 coach bodies is: 650,000 €.
Total amount we sell to our dealer is: 2,000,000 €.
Total difference we recover is: 440,000 €.

Also in mean time we need to prepare to arrive in Indianapolis motor show and minimum
bodies to be given to our dealers to continue sales we need following:
Supplies of 12 chassis from Frightliner for the amount of: 1,370,000 Us $.
Supplies to build 12 bodies for coaches for US is approximately 1,000,000 US$.
We invest for the 12 demo vehicles total: 2,370,000 US $
Total we export from Lagos to USA dealer is: 4,400,000 US $.
Difference we generate in this part is: 2,030,000 US $.
 
Samples buses we need to Carry on this project simultaneously is:
One Iveco Eurorider coach,2 Frighliners, 2MB sprinters,2 Maximo Iveco, 2 Spartano, 2 Euro
cargo 100 CC.
Total money we need 1,185,000 €
Total we sell them back after a year is:1,620,000 €.
Total difference on price we get is: 435.000 €.
In resume a plan to close the year with a gross price difference off:  € 10.003000.00 Euros.
And on the US side to get a price difference of: $ 2.030,000.00 US Dollars.

With this money we have to cover bank expenses work force expatriates, Transport and
logistics, insurances, management etc.

The distribution of earning and profits of INDBUS Zimbabwe, will be determined by

both parties and shall be in the manner and the percentages specifically provided for in the
organizational documents of INDBUS which shall be agreed to by both parties in an
equitable 50/50 manner.

14. Term. This Memorandum of understanding shall expire upon the execution of
INDBUS Zimbabwe formation documents and the Partnership Agreement. Upon the
termination of this Memorandum of Understanding, neither Party shall be under any
obligation to the other with respect to this Memorandum or with respect to the transaction
contemplated by this Memorandum of Understanding

15. No Publicity. Both parties agree not to disclose its participation in this undertaking,
the existence or terms and conditions of the Memorandum of Understanding, unless
otherwise agreed in writing and signed by both parties.

16. Notices. Any notice required by this Agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by personal delivery or a
recognized overnight delivery service such as FedEx or DHL.

If to CASTILLO: Angel Castillo

Pero Nakov Str. #110 or Pitu Guli No.54
Skopje, Macedonia

If to COMPANY X : _________
__________

17. No Waiver. The waiver or failure of either party to exercise in any respect any right
provided in this agreement shall not be deemed a waiver of any other right or remedy to
which the party may be entitled.

18. Entirety of Memorandum of Understanding. The terms and conditions set

forth herein constitute the entire agreement between the parties and supersede any
communications or previous agreements with respect to the subject matter of this Agreement.

There are no written or oral understandings directly or indirectly related to this Agreement
that are not set forth herein. No change can be made to this Agreement (MOU) other than in
writing and signed by both parties.
19. Headings in this Agreement. The headings in this Agreement (MOU) are for
convenience only, confirm no rights or obligations in either party, and do not alter any terms
of this Agreement.

20. Severability. If any term of this Agreement (MOU) is held by a court of

competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of
the remaining terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.

21. Counterparts. This Agreement (MOU) may be executed in counterparts, each of

which shall be deemed an original but all of which shall constitute one and the same
instrument.

22. Conclusion, Acceptance, and Signatures. If the above accurately summarizes our
understanding of the formation and operation of INDBUS ZIMBABWE and the Partnership
Agreement, the parties indicate their acceptance of this document by signing this
Memorandum of Understanding where indicated below.

AGREED TO BY

CASTILLO(or company appointed by him) COMPANY X (or company appointed by them)

By:_____________________________ By:_________________________________

Title: ___________________________ Title:_______________________________

_________________________ _________________________
Date Date