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PROPOSED AGREEMENT

l. 1. This agreement is made this day of , 2013, by and

between Mansur Abahusayn, the principal of the Arab Native American Agriculture

Development LLC (Hereafter, "Grower"), a resident of the State of California, and The

Rosebud Sioux Tribe, hereafter, "Tribe," located in the State of South Dakota.

2. This agreement is an agreement to execute various leases in the near future bY;,and

between Grower and the Tribe on land in the possession on The Tribe. The Tribe

certifies that the land held in trust for the Tribe by the U.S. government for the Tribe's

benefit.

3. The parties contemplate that Grower will require no more than two years to

conduct testing of the soil, availability of water to irrigate the planned crops, after which

the parties will agree upon any lands in the Tribe's possession that will be suitable for the

type of agriculture intended for planting, cultivating, irrigating and harvesting certain

crops for export. The Tribe and Grower shall then execute leases for any such designated

land for purposes of Grower planting, cultivating, irrigating when necessary, and

harvesting the crops for that designated land. The land shall be described in the form of

usual legal descriptions in such leases.

4. Grower will provide farming implements and labor needed to cultivate, plant,

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irrigate and harvest such grains, and the Tribe will provide land of Grower's choice to

grow and harvest such products. Grower will compensate Tribe for the use of any lands

needed by Grower to accomplish his objectives, such compensation to be based on the

percentage of profit from farm-gate sale of the crops grown each year during the

existence of this agreement, and the percentage of profit due to the Tribe shall be five

percent of the market price each year of the grain grown and harvested on each parcel of

land leased during the first five years of the lease terms, and ten percent of the market

mice each vear for the remainder of the lease. The mice for comnutins thp. nrnfit c:h:1il hp_J. *,' .. ~ - - - 1 - - - ----j- ------0 --.- r- ~--- --~ -

the farm gate price of the crop. The Tribe shall grant access to Grower and his employees

for purposes of planting, cultivating, irrigating and harvesting such crops.

5. Payment to the Tribe by the Grower shall be determined by dividing the proceeds

of the harvest as follows between the Grower and the Tribe: Grower shall disclose to the

Tribe the cost of production for each crop and the quantities produced and harvested at

time of harvest. The Tribe's share of the profit shall be computed by a standard formula

used in acceptable accounting practices and certified by a CPA selected and accepted by

both sides. The products shall be purchased by Grower at the market price at time of

harvest and the Tribe's share of profit to be agreed upon by the parties shall be placed in

an escrow account in a South Dakota bank, such bank to be agreed upon in writing by the

two parties. The Tribe shall assign one or more of its personnel to oversee the harvest

and to enumerate the number of bushels or other measures of harvested products, at

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which time the Tribe's representatives shall certif-yin writing the number of bushels

harvested during the annual harvest of such crops. The Grower may elect to install a

computerized weighing bridge on the premises to register weights of each product at the

time of sale. At the time that both parties agree on the quantities of the products in

question, both parties will execute a document that certifies such quantities. Such

certification shall be presented to the bank designated by the parties and at such time, the

bank shall pay to the Tribe the amount of the Tribe's share of the profit that is agreed

upon in advance by the parties.

6. In the event a crop is deemed by Grower to be inferior for reasons of weather,

disease or otherwise, the price of such crop will be determined by an average price set by

three professional appraisers of such crops.

7. Tribe desires to provide any such lands needed by Grower for Grower's purposes.

Grower shall choose and designate which lands owned by Tribe that will comprise the

lease agreement. The land shall be chosen by Grower or his designee and designated by

the usual legal property description upon grower's completion of studies, soil maps and

water resources, such description to be attached to this agreement and become part of it.

8. Tribe represents that it is the owner of any such land provided for Owner's project,

that it is held in trust for the benefit of the Tribe, and that it has the approval of the Tribal

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Council of the Tribe, and as well, the approval the United States Secretary of Interior or

his designee (hereafter "Secretary").

9. The Tribe shall append to this agreement a map showing the external boundaries

of the land being consider for the growers project and studies and the minutes or the

transcript of the council meeting indicating the Tribal Council's approval, and as well, the

signature of the Secretary's designee in the US Bureau of Indian Affairs.

10. The Tribe agrees to a waiver of its sovereign immunity for the purposes of this

agreement. Any dispute between the parties shall be first settled by arbitration under the

rules of the American Arbitration Association, where each side shall choose an arbitrator,

and the two so chosen shall choose a third, neutral, arbitrator to settle any such disputes.

The parties shall agree upon and choose the neutral arbitrator from a list provided by the

American Arbitration Association. The parties agree to compensate the arbitrators in

equal amounts of compensation. The parties agree to accept the jurisdiction ofthe

Federal District Court of South Dakota as well as any higher federal courts should the

need arise to enforce the arbitrators' decision.

11. The Tribe further agrees to make any water or aquifer under its control available

for well drilling, or, in the event a river or dam under the Tribe's control is available for

irrigation, the Tribe shall make such water source available to Grower for irrigation

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purposes.

12. Grower shall furnish any and all irrigation equipment including the drilling of

wells for irrigation, however, the cost of drilling wells for irrigation and associated pipes

and permanent structures on the land leased will be financed by Grower, but because

wells drilled and associated pipes and structures will of necessity remain with and be

owned by the Tribe at the end of the lease term, the cost of such drilling and pipes and

amortizes the cost of the drilling of such wells, pipes and structures over the term of the

lease, according to Federal Law guidelines. In the event the lease is terminated for any

legal reason by the Grower, or if it is terminated at the end of the agreed upon leasing

period, the movable assets, such as irrigation equipment or other equipment owned by

Grower, those assets shall be sold by the Grower and the compensation from such sales

shall remain the property of the Grower.

The Grower shall provide all farming machinery and implements and irrigation

equipment to conduct fanning operations on the land under lease from the Tribe.

13. In the event that Grower is in need of electrical power to perform his objectives,

Tribe will furnish such electrical power. Tribe agrees that it will not allow the use of any

such land leased to Grower for any other purpose, whether agricultural or otherwise.

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]4. Tribe agrees to provide to Grower any technical studies, water resource studies,

environmental reports, transportation maps, transportation methods that is under its

possession.

15. The Tribe agrees to cooperate with the grower to maintain the safety of the lands

leased to the grower and crops grown or stored on the property. Grower will be provided

the services of the security organizations on the reservation and any costs

associated with security and safe keeping of the crops will become part of the cost of

15. The initial term of the leases shall begin two years from the date of signing by the

parties. This initial two year term shall be used by the Grower to conduct studies

including soil testing and other necessary testing to determine the usefulness of the land

chosen for planting and harvesting the crops. It is understood by the parties that during

the two year testing period, the Tribe may continue to produce income from the land as it

has ordinarily done. At the end of the two year period, as a result of the sizeable

investment by Grower in testing, preparing, and irrigating such land, Tribe shall execute a

lease for a 25 year period, and Grower shall be granted options to continue leasing such

land as it finds suitable and chooses for the crops planned by Grower for two terms of 25

years each from the date of the signing of the lease, pursuant to PUBLIC LAW 112-151,

enacted on July 30, 2012, also referred to as 25 U.S.C. 415. In the event that the land

leased by Grower becomes for any reason non-productive, Grower shall have, in his

discretion, the right to terminate the lease with the Tribe on any portion of such lands at

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no penalty for Grower.

Dated this day of , 2013.

Cyril Scott, Chairman, Rosebud Sioux Tribe

Mansur Abahusayn, Grower

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Proposed Agreement by ANAADECto Grow Agricultural Crops on Tribal Trust Lands

1. Purpose

The purpose of the agreement is to convert the land to irrigated productive land togrow crops for export over a long time period of 25 years renewable two times for atotal of 75 years.

2. What is the size of the anticipated development?

The project anticipated putting about 3 million acres into production over a period of10 years at the rate of 300,000 acres per year depending on the suitability of the landand access to economic water for irrigation. The grower knows that the best landshave been taken and the remaining lands need a lot of improvement to bring them toeconomic irrigated agriculture.3 million acres are expected to be developed. Total anticipated investment is 10billion US Dollars. Upon completion of the project, the expected revenue often milliontons is 2 billion USD.The expected share to the tribes from the profits is 30-80 millionper year, depending on market conditions.

3. Do the tribes have competition?

Such large and long-term agricultural development is attracting attention from manycountries such as Argentina, Sudan, Ethiopia and others. Those who give the bestterms and sign early will be the winners of the agreement.

4. What does the tribe need to do to be considered for this business opportunity?

The Tribe needs to meet the deadlines for two dates that are important:

The first Date is Feb 28. By this date the interested tribe must sign a letter of intentaddressed to Dr. Mansur Abahusayn, CEOof NAADECand handed to Mr. JamesAbourezk, expressing serious interest in ANAADECproject and intends to lease theland based on fair terms for profit sharing.

The Second Date is April 15 for signature of the agreement.

5. What will be the benefits to the Tribe?

The Tribe benefits are many:

5.1. Money: The land under irrigated long-term agreement will be a largemoney generator for the tribe. The tribe will know it has a dependablesource of income for many years to come. The tribe will be able to

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depend on the source of income for industrial, touristic and otherdevelopments.

5.2 Jobs. ANAADECproject will be one of the largest job creators on thereservation. There will be training for mechanics, electricians, and equipmentoperators, truckers, secretaries, storekeepers, security, agriculturalists andother jobs.

5.2. Land value appreciation: while barren land is worth few hundred dollarsat best, irrigated productive lands are worth thousands of dollars.

6. Who is the grower?The grower is an Agricultural Company to be registered in South Dakota. The ownerofthe company is Dr. Mansur Abahusayn. He has a PhD in Agricultural Engineeringfrom University of California at Riverside, specializing in Soils and Irrigation. 30 yearsago he started an agricultural company in Saudi that grows wheat, forage, vegetablesand dairy. The company now has over 500,000 acres and makes an income of 500million US Dollars a year. He was on the board of Universities, banks, chamber ofcommerce and represented agriculture in the US-Saudi Joint Economic Commission.He introduced Valley Irrigation Center Pivots of Nebraska to Saudi Arabia, whichended up in sales of over 30,000 units (3 million acres). The grower is now a UScitizen.

7. What will happen to the Tribe trust and other lands under contract?

The land and its water resources will be studied by professionals to determinesuitability of which crops to be grown and to assess the availability of irrigationwater, all to be completed within two years after signing the contract. Then suitableland will asked to be leased, wells will be drilled, irrigation systems installed, othernecessary equipment will be purchased, silos and sheds are to be built, along withworkshops, stores etc., and the land is put into production. There will be a rotation ofcrops to build and maintain the productivity of the land and disrupt the life cycles ofpest insects and diseases. The land will be cultivated with utmost care to theenvironment. Specialists in agronomy, irrigation, soil, and others will be consulted tomake sure most advanced practices that minimize cost and preserve soil and waterand the environment are implemented.

8. What happens to the land while studies are being made?

The land leases will be phased in gradually. Therefore ANAADECwill work with theTribe to bring available land into the lease agreement as existing leases expire. Aschedule ofland that is suitable will be produced by ANADDEC from its studies andland will continue its current lease until existing leases expire and it is phased in. Aproject of this size will bring the land into production over a period of no longer thanten years. Therefore the Tribe will continue to reap the benefits of existing leases untilthe land is transferred to production under the ANAADECagreement according to anagreed upon schedule.

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9. Other questions can be addressed in writing or verbally to Senator James Abourezk andwe will be happy to answer any questions. The guiding principle is fairness and mutualrespect.

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