LETTER OF AGREEMENT Nicky Bishop Head of Learning Solutions, UK HSBC 8 Canada Square London Friday, 25th November 2011

Dear Nicky, As promised here is the idea I would like to run passed you. The attachment enclosed (HSBC.Nicky.Bishop.Proposal.11.25.2011) explains the benefits of experiencing your own personal transformation programme. I was thinking this could be a great way for you to personally experience this first hand, so that you can measure your own individual improvements. The philosophy behind this programme is that there is a clear fromto outcome when you experience this. In this current economic climate I know it is important to have the option of sharing your results with your colleagues internally, so that the organisation can measure how your transformation has impacted the group as a whole. That is why we have introduced what we call the transformational guarantee. So how does this work? Well, what we do is hold back twenty five percent of the fee until the end, so that you can decide what percentage should be invoice based on the results you achieved. In order to get started with your personal transformation programme please sign the letter below and scan a copy back to me for my records. As soon as I get this I shall start the ball rolling by processing your online questionnaire. Please note I have also enclosed our terms and conditions below for your interest. I look forward to delivering a fantastic outcome. Agreed as of 25th November 2011 The EQ Centre HSBC

Robert Ferguson

Nicky Bishop

PS. Please note this letter of agreement is valid for thirty days as of the date above.

EQcentre.com

Terms and conditions Payments and Expenses:

The EQ Centre works on a project fee basis, of which 50% is payable upfront, and 25% on agreed project stages with the final 25% held back until the completion of the programme. The percentage you pay at the end will depend upon how you much you valued the transformation. This is our transformational guarantee. Large projects fee payments may be structured differently in accordance with mutual agreement. All Out of Pocket expenses are charged at cost.

Invoices are payable 14 days from receipt. VAT is payable at 20%. When delivery is outside the UK the VAT can be removed when the client BTW number is supplied to us. Travel & subsidence expenses will be charged on a monthly basis.

o Air travel is normally by Business Class flights but will be agreed separately in each project according to the company policy.

Mileage is charged at 48p per mile or the equivalent in , $, and km.

o Travel time of over three hours in 24 hours is normally charged at 120/hr or its or $ equivalent but will also be agreed separately in each project according to the company policy. Cancellations: Once a firm booking has been made, in the event of a cancellation of all or part of the work, the client agrees to pay the following cancellation charges: More than 40 days Between 40 and 20 days Less than 20 days 50% of the project fee 75% of the project fee full fee

This will not apply when The EQ Centre can re-schedule delivery within thirty days or if the The EQ Centre can fill these dates with work from a different client. Confidentiality: The EQ Centre shall not during the term of the Contract, nor afterwards, disclose to any person (save Clients legal advisors and/or accountants or as otherwise required by law) any information as to the practises, dealings or affairs of Client or as to any matters which may come to the attention of The EQ Centre by reason of Contract. We also agree agrees: That all work provided pursuant to this Contract, and any materials related to the Services, and any information, work in progress, trade secrets or confidential matter related to the business or projects of Client, constitute confidential information (hereinafter Confidential Information); That The EQ Centre shall not, either during the rendering of Services or at any time thereafter, use, copy, or disclose to any person, firm or corporation any such Confidential Information, unless such use, copying, or disclosure has been authorised in advance in writing by Client.