ESTABLISHMENT OF A NEW RENEWABLE ENERGY, WATER, INFRASTRUCTURE HUMANITARIAN FUND

PREPARED BY D. MAGUA 15TH MARCH 2010

INDEX BACKGROUND INVESTMENT PROPOSAL PARTIES FUND STRUCTURE FUND DESCRIPTION FUND MANAGER FUND DETAILS FUND PROJECTS ROI CONSIDERATIONS EXIT STRATEGY

BACKGROUNDThe African and South African markets are experiencing shortages

of supply of electricity, basic infrastructure and water. The sectors of the population most affected by this are the poorer sector as the costs for supply have risen dramatically due to these shortages.

The need for power and clean water is a basic Humanitarian right.

We have identified various projects within South Africa and Southern Africa where we can assist in developing clean power and water supply for the benefit of the poor.

By funding these Humanitarian Projects we will ease the living conditions of millions of Africans, create employment and improve their over all lifestyle and life span.

INVESTMENT PROPOSAL There is a current opportunity to create a private fund of USD 5

Billion to cater for humanitarian projects The proposed fund will be established in Mauritius and will be

utilised to fund Renewable Energy, Water and Infrastructure projects that can be defined/described as Humanitarian in nature.

This document sets out the structure and operation of the proposed fund

The investor will receive equity returns This document seeks to set out the proposed fund structure for

consideration and approval by both Serendipity by Design LLC and their Investor Party (“the Investor”)

PARTIES The parties to the proposed fund will be

as follows:

Parties The NEWCO shareholding for the Fund Management

Company will be held 50:50 by Serendipity by Design LLC and a Mauritian Company comprising the operational management team of the Fund. (It is envisaged at this stage that both Desmond Magua and John Coetzee of Thuthuka Group will be part of the new Mauritian Company and will both operate predominantly out of Mauritius to enable the Fund to operate independently). The NEWCO Fund Manager (“NFM”) will have a 20% shareholding in the NEWCO Renewable Energy, Water and Infrastructure Humanitarian Fund (“NF”) and the remaining 80% shareholding will belong to the Investor.

The NF will in turn be the vehicle in which the funds are invested and which will hold the investments and loans to projects.

FUND STRUCTURE

1. Investor issues Banks with a Bank Guarantee

2. Banks make facilities available to NF3. NF makes investments and loans

Investor

Banks and Financial

InstitutionsNF

Various Project

Companies

FUND DESCRIPTION The Fund will be established in Mauritius. The Fund will make both Equity and Debt investments

into projects over a maximum 20 year period per transaction.

The Fund will only invest into Renewable Energy, Water, Infrastructure and Humanitarian projects in Africa, South Africa and the Indian Ocean Islands.

The Fund will be a US Dollar denominated fund and all returns will be domiciled in US Dollars.

The focus of the fund will be to uplift communities in Africa, the alleviation of poverty, the creation of jobs and basic services.

FUND MANAGER The FM will be a newly established business. The directors will be 2 members from Serendipity by Design LLC,

representing the Investor and 2 members from a newly formed company comprising the management team and represented by Desmond Magua and John Coetzee.

The FM team will also incorporate appropriately qualified staff including but not limited to a Chartered Accountant, Attorney, Actuary and Investment Officer.

The FM team will prepare all schedules and management information including all project analysis for the Investment Committee to approve.

The FM will invest all unutilised amounts in risk free vehicles until all funds have been drawn down and the fund closed.

The FM will receive fund management fees of 0,5% per annum on any unutilised amounts and 2% on all amounts drawn down to fund the various projects.

All costs associated with the day to day running of the fund will be accounted for out of the proposed fees above.

FUND DETAILSDESCRIPTION DETAILAmount US Dollars Five BillionTerm 10-20 year funding periodsStage of Investment Feasibility Stage to completionInvestment Instrument Acceptable Bank Guarantee for

USD 5 BillionStart Date May/June 2010Jurisdiction Mauritius

FUND PROJECTSThe following projects will be incorporated in the fund as soon as the

Investment Committee is established. Detailed investment sheets are available for the following projects.PROJECT NAME USD AMOUNTS

Amakhosi Biomass 360 millionRondolog Biomass 1,305 millionCaledon Wind 950 millionPromethium Wind 950 millionGingingluvu Water 500 millionTandjiesfontein Water 70 millionMzima Water 150 millionBotswana Water 80 million Eastern Cape Water 45 millionCape Town water 115 millionFIS Biofuels 115 millionTOTAL 4.6 billion

ROI CONSIDERATIONS Debt returns are expected to be in the range of 2-

5% Equity returns are expected to be in the range of

10-15% This results in a blended rate in the range of 4%-8%All the above calculations are based on the following

assumptions:1. All investments will be denominated in US Dollars2. All projects will have a Debt:Equity Ratio of 70:303. The exchange differential to South African Rand is

7:1

EXIT STRATEGY Any unutilised funds not invested in projects by

31st December 2012 will be reviewed before agreeing to close the fund.

All funds invested can be refinanced to allow for exit mechanisms provided that the deal economics can sustain the new rate of finance and availability of market for refinancing.

All refinancing exits to be subject to a minimum of 12 months notice by the Investors.

All prepayments of finance to also be subject to 12 months notice and appropriate penalties.