0000912057-02-041284 Sample Contracts

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • November 7th, 2002 • Cresset Precious Metals Inc

Cresset International Limited, a Delaware company with offices in Cairo, Arab Republic of Egypt, hereinafter referred to as "Cresset"

INDEX TO THE AGREEMENT
Concession Agreement • November 7th, 2002 • Cresset Precious Metals Inc
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 7th, 2002 • Cresset Precious Metals Inc

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as of November 1, 2001, by and between the Philadelphia Investment Bank as the authorized representative of the Shareholders who are parties to this Agreement (collectively the "SHAREHOLDERS"), and whose names are set forth in the attached Schedule "A", CRESSET INTERNATIONAL LTD., a Delaware corporation ("CIL") and ZENITH INTERNATIONAL, INC., a Nevada corporation ("ZII" or the "COMPANY").