TW Life V S.à r.l.,

TW Life VI S.à r.l.,

TW Life VII S.à r.l., and

TW Life VIII S.à r.l.

as the Companies

NIBs Transfer Agreement

1

THIS TRANSFER AGREEMENT (the “Agreement”) is made on the 11^th day of March, 2013:

BETWEEN

(1)

PCH Financial S.à r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 168291, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (the “Seller”);

and

(2)

ANEW LIFE, INC., a corporation incorporated under the laws of the State of Utah, USA, having its registered office at 4626 North 300 West, Suite 365, Provo, Utah 84604, USA (the “Buyer”);

IN THE PRESENCE OF

(3)

TW Life V S.à r.l., TW Life VI S.à r.l., TW Life VII S.à r.l., and TW Life VIII S.à r.l., each a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (each individually, the “Company,” and together, the “Companies”).

each a “Party” and together the “Parties” to  this Agreement.

WHEREAS

(A)

The Seller acquired an aggregate of 6,599,000 participating debt certificates with a nominal value of one US dollar (US $1.00) issued by the Companies (the “PDCs”), representing a total issue of PDCs having an aggregate par value of US $6,599,000.00 as set forth in Exhibit A; and

(B)

In accordance with the terms hereof, the Buyer is willing to buy, and the Seller is willing to sell, the PDCs, effective as of the date of this Agreement (the “Effective Date”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.

Construction

1.1

In this Agreement, any reference to any agreement (howsoever named) is to such agreement as it may be amended, supplemented or extended from time to time, whether before or after the date hereof.

1.2

Clause headings are for ease of reference only.

1.3

The participating debt certificates issued by the Companies (defined above as “PDCs”) represent the net insurance benefits (the “NIBs”) from a portfolio of life settlement policies indirectly owned by the Companies (the “Portfolio”) as set forth in Exhibit B.

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1.4

For purposes of this Agreement and any future communications between the Parties, the term “PDCs” and “NIBs” shall be considered interchangeable and all Parties hereby acknowledge and agree to their interchangeability.

2.

Transfer

The Seller agrees to sell and transfer to the Buyer, who accepts, all of the 6,599,000 NIBs issued by the Companies (as set forth in Exhibit B) and acquired by the Seller, such transfer to be effective as of the Effective Date. By countersigning this Agreement, each Company expressly consents to the transfer of the NIBs issued by it from the Seller to the Buyer.

3.

Consideration & Payment

3.1

The total consideration for the transfer of the NIBs (the “Consideration”) shall be US $5,999,000.00 payable partially in cash and partially with a promissory note from Buyer.

3.2

Upon the receipt by the Buyer of a copy of the amended and executed register and confirmation from the managers of each Company that the Buyer has been registered as the holder of the NIBs in the register of NIBs of the respective Company pursuant to paragraph 4.1 below:

(a)

Buyer shall send US $3,000,000.00 in cash by wire transfer for the benefit of Seller’s account pursuant to the wire instructions set forth in Exhibit C; and

(b)

Buyer shall execute and deliver to Seller (A) a secured promissory note in the amount of US $2,999,000.00 in the form of Exhibit D (the “Promissory Note”) and (B) a pledge agreement in the form of Exhibit E (the “Pledge Agreement”), in which the Buyer pledges to the Seller 50% of the NIBs as collateral (the “Collateral”) to secure the Buyer’s obligations under the Promissory Note.

4.

Reconveyance

4.1

Notwithstanding any contrary provision in the Promissory Note or Pledge Agreement, if the Buyer does not pay off in full all amounts owed (including principal and interest) under the Promissory Note by December 31, 2013 (the “Maturity Date”), the Borrower shall irrevocably transfer, convey and assign back to Seller on the Maturity Date a proportionate share (as defined below) of the right, title, interest, claim, benefits, privileges and ownership of the Collateral as defined in Schedule A of the Pledge Agreement and set forth in Exhibit F and any and all collections thereon and proceeds thereof free and clear of all charges, claims, liens, pledges, security interests and encumbrances of all kinds (the “Reconveyance”).

4.2

For the purposes of this Agreement, “Proportionate Share” is defined as the fraction calculated by dividing the unpaid, outstanding principal owed under the Promissory Note by the initial principal owed under the Promissory Note. By way of example, if the Buyer has paid off US $2,000,000.00 of the initial principal of $2,999,000.00 during the term of the Promissory Note, leaving an outstanding principal balance of US $999,000.00 on the Maturity Date, then the Proportionate Share shall be 0.333111. Hence, the portion of the Collateral to be reconveyed (the “Reconveyed Collateral”) would be 0.333111 of the Collateral as set forth in Exhibit F.  Specifically, the Reconveyed Collateral under the above scenario would be equal to

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the product of (i) 0.333111 and (ii) 50% of all NIBs issued by the Companies set forth in Exhibit F.

4.3

Any such Reconveyance by the Buyer shall constitute full payment of the principal of the Promissory Note, without qualification, and notwithstanding the Promissory Note or the Pledge Agreement, the Buyer shall have no further liability under the Promissory Note to the Seller or any other person, excluding upaid and accrued interest, if any.

4.4

In event of a Reconveyance, Buyer shall have the option, in its sole discretion, to purchase the Reconveyed Collateral back from Seller for a period lasting up to April 11, 2014 (the “Expiration Date”) for a purchase price equal to the outstanding balance of the Promissory Note (both principal and accrued interest) as of the Maturity Date. The Buyer agrees that after the Expiration Date, the Reconveyed Collateral can be subsequently sold, assigned or otherwise transferred by Seller or its designee to an entity or person unknown to the Buyer, without Buyer’s consent or knowledge. The Seller’s rights hereunder may be assigned otherwise or transferred to such party or parties before, at or after the conveyance of the Reconveyed Collateral by the Buyer back to the Seller or its designee pursuant to this Agreement, so long as any such disposition is subject to the Buyer’s option to the Reconveyed Collateral as stated herein. In the event that the Buyer wishes to exercise such option, the Buyer shall notify the Seller in writing within 5 business days of the Maturity Date and shall simultaneously send US $1,000.00 in cash by wire transfer for the benefit of Seller’s account pursuant to the wire instructions set forth in Exhibit C or pursuant to such other wire instructions previously designated by Seller to the Buyer.

5.

Net Death Benefits

In the event any maturity in the Portfolio occurs that results in net death benefits distributed to Buyer (the “Net Death Benefits”), Buyer agrees to use the full amount (100%) of the Net Death Benefits to pay down (or payoff) any outstanding balance (both principal and accrued interest) owed by the Buyer pursuant to the Promissory Note.  Under no circumstance shall the aggregate amount of payments made by Buyer exceed the amount owed (both principal and accrued interest) pursuant to the Promissory Note.

6.

Registration

6.1

As soon as practically possible on the Effective Date, each Company shall register the Buyer as holder of the NIBs issued by it in the register of NIBs of the respective Company. The Parties expressly grant power to each manager of each Company, acting individually and with full power of substitution, to amend and execute the above register for and on behalf of the respective Company and the Buyer and to do all such acts and things as may be ancillary thereto and/or necessary and/or useful and/or desirable in the sole opinion of such manager in connection with or for the purpose of giving full effect to this Agreement.

6.2

Upon amendment and execution of the above register, the managers of each Company shall cause to be delivered to Buyer via email (to be followed by a hard copy via courier) a copy of such amended and executed register and confirm to Buyer via email (to be followed by a hard copy via courier) that the Buyer has been registered as the holder of the NIBs in the register of NIBs of the respective Company and is entitled to all rights and privileges of such ownership, including the right to transfer or convey such NIBs without further consent of any person, except

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only as may be limited by this Agreement, the Promissory Note, the Pledge Agreement or the Underlying Documents (as defined below).

7.

Representations and Warranties

7.1

The Seller represents and warrants to the Buyer as of the Effective Date as follows:

(a)

The Seller is a validly organised and existing company under the laws of Luxembourg, and it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b)

The execution and the performance of this Agreement by the Seller have been duly authorized by its managers and/or any and all other necessary management body(ies) of the Seller and no further corporate action on the part of the Seller is necessary to authorize this Agreement and/or its performance;

(c)

This Agreement has been duly executed by the Seller, and this Agreement constitutes the valid and binding agreement of the Seller, enforceable against it in accordance with the terms hereof;

(d)

Each Company is a private limited liability company (société à responsabilité limitée) duly incorporated and validly existing under the laws of Luxembourg;

(e)

To the best of the Seller’s knowledge, the “centre of main interests” (as that term is used in the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings, the “Insolvency Regulation”) of each Company is in Luxembourg, and each Company has no “establishment” (as that term is used in the Insolvency Regulation) outside Luxembourg;

(f)

In respect of this Agreement and the transactions contemplated by, referred to in or provided for by this Agreement, (i) it entered into this Agreement in good faith and for the purpose of carrying out its business, (ii) it entered into this Agreement on arms’ length commercial term, and (iii) it entered into this Agreement without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction;

(g)

To the best of the Seller’s knowledge, no action, petition, resolution or similar order for bankruptcy (faillite), voluntary or judicial winding-up (liquidation volontaire ou judiciaire), controlled management (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de faillite) or similar proceedings affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to the Company and the Seller;

(h)

The Seller and each Company do not meet or threatens to meet the criteria for the opening of any proceedings referred to under the above paragraph;

(i)

The Seller is the sole beneficial and legal owner of the NIBs;

(j)

As of the Effective Date, the NIBs are validly issued and fully paid up and represent in aggregate one hundred percent (100%) of the NIBs issued by the Companies; and the Seller is not aware of any document related to the NIBs

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and the Collateral (the “Underlying Documents”) that would preclude the Seller from consummating the transactions contemplated hereunder;

(k)

As of the Effective Date, the Seller shall own the NIBs free and clear of any lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind other than preferential rights arising by operation of law;

(l)

As of the Effective Date, each policy in the Portfolio is valid, in-force and in good-standing and has not lapsed nor is in any grace period.

(m)

As of the Effective Date, the amounts to be advanced under those certain loan agreements entered into by the Companies with ------------------ are set forth in Schedule I, which are a part of the Underlying Documents (the “Loan Amounts”), which amounts are subject to the satisfaction of all conditions precedent set forth under such loan agreements, all of which are valid, duly authorized and executed.

(n)

As of the Effective Date, to the best of Seller’s knowledge, the available amounts on deposit at accounts controlled by, or in the name of, the Companies are set forth in Schedule II.

(o)

As of the Effective Date, to the best of Seller’s knowledge, the Loan Amounts  under paragraph m above and the expenses as set forth in Schedule III include all material expenses associated with the administration of the structure underlying the NIBs.

(p)

There is no floating charge (gage sur fonds de commerce) or similar security in existence on the business of each Company nor any mandate with a view to the creation thereof; and

(q)

This Agreement does not violate any contractual or other obligation binding upon it and each Company.

7.2

The Buyer hereby represents and warrants to the Seller as follows:

(a)

The Buyer is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b)

The execution and the performance of this Agreement by the Buyer have been duly authorized by its managers and/or any and all other necessary management body(ies) of the Buyer and no further corporate action on the part of the Buyer is necessary to authorize this Agreement and/or its performance;

(c)

This Agreement has been duly executed by the Buyer and this Agreement constitutes the valid and binding agreement of the Buyer, enforceable against it in accordance with the terms hereof;

(d)

In respect of this Agreement and the transactions contemplated by, referred to in or provided for by this Agreement, (i) it entered into this Agreement in good faith and for the purpose of carrying out its business, (ii) it entered into this Agreement on arms’ length commercial terms and (iii) it entered into this

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Agreement without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction.

(e)

No action, petition, resolution or similar order for bankruptcy (faillite), voluntary or judicial winding-up (liquidation volontaire ou judiciaire), controlled management (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de faillite) or similar proceedings affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to the Buyer; and

(f)

This Agreement does not violate any contractual or other obligation binding upon it.

8.

Right to Set-off

9.

Expenses

The Buyer hereby acknowledges that upon the consummation of the transactions contemplated by this Agreement, the Buyer shall assume the obligations to pay the expenses set forth in Schedule III.

10.

Costs

Each Party shall bear its own costs, fees and expenses incurred in the negotiation, execution and performance of this Agreement and any matter contemplated by it.

11.

Further Assurances

The Parties each agree to execute and deliver such additional instruments and other documents, and to take all such further actions, as may be reasonably necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby.

12.

Relationship of Parties

Nothing contained herein is intended, nor shall be construed, to create a partnership, joint venture or other similar association between or among any of the Parties hereto for any purpose.

13.

Waiver

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The failure or delay of any Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed as a waiver of any such provision, nor in any way to affect the validity or this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision.  No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance.  All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

14.

Entire Agreement

This agreement constitutes the entire and sole agreement between the Parties thereto on the provisions covered by it. This agreement may only be amended or modified by a written document signed by the Seller and the Buyer.

15.

Amendments

No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered pursuant to this Agreement, shall be effective unless it shall be in writing and signed by each of the Parties.

16.

Severability

The unenforceability or nullity of any provision of this agreement shall not affect the validity or enforceability of any other provisions hereof.

17.

Governing Law, Jurisdiction and Waiver of Jury Trial

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.  ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION

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AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT.

Notwithstanding anything contained herein to the contrary, it is the Parties’ intent that this Agreement and the Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York, but the Pledge Agreement shall be governed by, and construed in accordance with, the laws of Luxembourg.

18.

Headings

The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

19.

Counterparts

This Agreement may be executed by the parties in separate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.

(Signature Page follows)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in counterparts as of the date first above written.

THE SELLER

PCH Financial S.à r.l.

/s/Martin Kramer

By: Martin Kramer

Title: Manager

/s/Benoit Bauduin

By: Benoit Bauduin

Title: Manager

THE BUYER

ANEW LIFE, INC.

/s/Randall F. Pearson

By: Randall F. Pearson

Title: President

In accordance with article 1690 of the Luxembourg Civil Code and the terms and conditions of the NIBs, the above-mentioned transfer of the NIBs is approved by each Company and any notification requirements with respect thereto are hereby waived.

THE COMPANIES

TW Life V S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title:

TW Life VI S.à r.l.

/s/Patrick Moinet

By:  Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

TW Life VII S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

TW Life VIII S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

THIS PLEDGE AGREEMENT (the “Agreement”) is made on this 11^th day of March, 2013:

(1)

ANEW LIFE, INC., a corporation incorporated under the laws of the State of Utah, USA, having its registered office at 4626 North 300 West, Suite 365, Provo, Utah 84604, USA (the “Pledgor”);

(2)

PCH Financial S.à r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 168291, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (the “Pledgee”); and

(3)

TW Life V S.à r.l., TW Life VI S.à r.l., TW Life VII S.à r.l., and TW Life VIII S.à r.l., each a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, whose registration with the Luxembourg Trade and Companies Register, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (each individually, the “Company,” and together, the “Companies”).

WHEREAS

A.

Pursuant to the NIBs Transfer Agreement of even date herewith between the Parties (the “Transfer Agreement”), the Pledgee acting as creditor has agreed to provide the Pledgor acting as debtor a loan on the terms and subject to the conditions set forth in the secured promissory note (the “Promissory Note”) of the same date herewith.

B.

The Pledgor owns one hundred percent (100%) of the NIBs (as defined below) issued by each of the Companies.

C.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.

DEFINITIONS

1.1

Unless the context otherwise requires or unless otherwise defined in this Agreement, words and expressions defined in the Promissory Note shall have the same meaning when used in this Agreement. In addition, the following definitions shall apply:

Event of Default means any of the events of default as referred to in clause 6 of the Promissory Note.

Insolvency Regulation means the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings (OJEC L 160, 30/06/2000, p. 1 ff.).

NIBs means participating debt certificates issued by the Companies representing the net insurance benefits (the “NIBs”) from a portfolio of life settlement policies indirectly owned by the Companies (the “Portfolio”) as set forth in Schedule A, which currently consists of 6,599,000.00 NIBs having a par value of US $1.00 each, owned by the Pledgor and any other NIBs issued by the Companies which the Pledgor may subscribe to, acquire or be granted at any time in the future.

Pledge means the pledge (gage) created pursuant to Clause 2.

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Pledged Assets means all rights, titles, interests and benefit in, to and under fifty percent (50%) of the NIBs which the Pledgor currently holds in the Companies as set forth in Schedule B and any other NIBs in the Companies which the Pledgor may subscribe to, acquire or be granted at any time in the future.

Promissory Note means the New York law governed Secured Promissory Note dated March 11, 2013 entered into between the Pledgor as debtor and the Pledgee as creditor pursuant to which, amongst other things, the creditor granted to the debtor an initial loan in the amount of US $2,999,000.00.

Register means the register of NIBs held by each of the Companies.

Secured Obligations means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor to the Pledgee under or in connection with the Promissory Note and this Agreement together with all costs, charges and expenses incurred by the Pledgor in connection with the protection, preservation or enforcement of its respective rights under the Promissory Note or any other document evidencing or securing any such liabilities as well as all costs, expenses, fees (including reasonable lawyers’ fees) and duties relating to the creation, perfection and enforcement of this Agreement and the Pledge.

1.2

In this Agreement any reference to any agreement (howsoever named) is to such agreement as it may be amended, supplemented or extended from time to time, whether before or after the date hereof.

1.3

Clause headings are for ease of reference only.

1.4

Words importing the singular shall include the plural and vice versa.

1.5

For purposes of this Agreement and any future communications between the Parties, the term “PDC’s” and “NIBs” shall be considered interchangeable and all Parties hereby acknowledge and agree to their interchangeability.

2.

PLEDGE

2.1

The Pledgor hereby grants a first ranking pledge (gage de premier rang) over the Pledged Assets to the Pledgee, as security for the full and punctual payment, performance and discharge of all the Secured Obligations and hereby in advance grants such right of pledge insofar as the same cannot be fully granted on the date hereof, which pledge is hereby accepted by the Pledgee.

2.2

Each of the Companies hereby acknowledges and accepts the Pledge.

2.3

The Pledgor shall simultaneously herewith (or in the case of any NIBs issued after the date hereof, immediately upon the issuance thereof to the Pledgor) (i) procure the recording in the Register of the Pledge and (ii) present to the Pledgee a written confirmation in the form of a certified copy of the Register from each of the Companies that this recording has been duly made.

The Pledgor and the Pledgee hereby instruct and appoint any manager respectively of each of the Companies or any employee of Capita Fiduciary S.A. to register the Pledge in the Register of each Company.

The text to be used for the registration shall be the following:

“Pursuant to a pledge agreement (“Pledge Agreement”) dated [date], ANEW LIFE, INC. has pledged, all its rights, titles, interests and benefits, present and future, in, to and under fifty percent (50%) of its NIBs (as defined in the Pledge Agreement) in the company to the Pledgee (as defined in the Pledge Agreement), and all its rights, titles, interests and benefits, present and future, in and to all rights, moneys, powers and property whatsoever which may from time to time and at any time be distributed

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or derived from, or accrue on or arise in respect of or relate to said NIBs to the Pledgee.

[date]

[name & signature]”

3.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

3.1

The Pledgor hereby represents, warrants and undertakes to the Pledgee that:

(i)

To the Pledgor’s knowledge, the Companies are private limited liability companies (société à responsabilité limitée) duly incorporated and validly existing under the laws of Luxembourg;

(ii)

To the Pledgor’s knowledge, the “centre of main interests” (as that term is used in the Insolvency Regulation) of each of the respective Companies is in Luxembourg, and the Companies have no “establishment” (as that term is used in the Insolvency Regulation) outside Luxembourg;

(iii)

To the Pledgor’s knowledge, the Companies have the power, authority and legal right to own and operate its property, to hold and own all of its assets and to conduct the business in which it is currently engaged;

(iv)

the Pledgor has full capacity, power, legal right and lawful authority to fulfill all its obligations assumed under this Agreement and create a valid and effective first ranking pledge (gage de premier rang) over the Pledged Assets pursuant to this Agreement;

(v)

All authorizations or actions necessary or advisable in connection with the entering into this Agreement and the granting of the Pledge by the Pledgor have been obtained or taken and have not been withdrawn, revoked or rescinded prior to the date of this Agreement;

(vi)

in respect of this Agreement and the transactions contemplated by, referred to in or provided for by this Agreement, (i) they entered into this Agreement in good faith and for the purpose of carrying out their business, and (ii) they entered into this Agreement without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction;

(vii)

To the Pledgor’s knowledge, no action, petition, resolution or similar order for bankruptcy (faillite), voluntary or judicial winding-up (liquidation volontaire ou judiciaire), controlled management (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de faillite) or similar proceedings  (including similar German proceedings) affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to the Companies;

(viii)

To the Pledgor’s knowledge, the Companies do not meet or threaten to meet the criteria for the opening of any proceedings referred to under paragraph (vii) above nor is it subject to such proceedings;

(ix)

To the Pledgor’s knowledge, the Pledgor is the sole beneficial and legal owner of the NIBs;

(x)

To the Pledgor’s knowledge, the NIBs are validly issued and fully paid up and represent one hundred percent (100 %) of the NIBs issued by the Companies;

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(xi)

To the Pledgor’s knowledge, the Pledgor owns the Pledged Assets free and clear of any lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind other than the Pledge and preferential rights arising by operation of law;

(xii)

To the Pledgor’s knowledge, there is no floating charge (gage sur fonds de commerce) or similar security in existence on the respective businesses of the Companies nor any mandate with a view to the creation thereof;

(xiii)

the Pledge creates a valid first rank pledge (gage de premier rang) over the Pledged Assets and constitutes legally binding obligations for the Pledgor, enforceable in accordance with its terms, and validly creates the security interest it purports to create; and

(xiv)

this Agreement does not violate any contractual or other obligation binding upon the Pledgor or any law to which Pledgor is subject.

3.2

The Pledgor undertakes to the Pledgee that the representations and warranties contained in Clause 3.1 shall at all times remain true and correct until all the Secured Obligations have been fully and irrevocably discharged.

4.

COVENANTS

The Pledgor covenants to the Pledgee that:

(a)

except in accordance with the provisions of this Agreement, it shall not, without prior written consent of the Pledgee (such consent not to be unreasonably withheld), dispose of or encumber the NIBs in a transaction, including, but not limited to, a sale of the NIBs, financing of the NIBs, or sale of a debt obligation or security collateralized or secured by the NIBs;

(b)

it shall procure that no executory attachment (saisie exécutoire) is made on the Pledged Assets, and that any conservatory attachment (saisie arrêt) thereon is lifted within thirty business days of its first being made;

(c)

it shall not do or cause or permit to be done anything which will, or could be reasonably expected to, materially adversely affect this Agreement or the rights of the Pledgee or which in any way is inconsistent with or materially depreciates, jeopardizes or otherwise prejudices the NIBs or any of the Pledged Assets;

(d)

it shall cooperate with the Pledgee and sign or cause to be signed all such further documents and take all such further action as the Pledgee may from time to time reasonably request to perfect and protect the Pledge and to carry out the provisions and purposes of this Agreement;

(e)

(f)

in case of issuance of new NIBs to the Pledgor, the new NIBs shall be pledged in accordance with this Agreement, and the Pledgor shall forthwith procure the recording in the Register of each Company and present to the Pledgee a written confirmation in the form of a certified copy of the Register from each Company that this recording has been duly made.

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5.

SCOPE OF THE PLEDGE

5.1

The Pledge shall be a continuing security interest, shall remain in force until released in accordance with Clause 11, and shall in particular not be discharged by reason of the circumstance that there is temporarily no Secured Obligations currently owing to the Pledgee.

5.2

The Pledge shall not be discharged by the entry of any Secured Obligations into any current account, in which case the Pledge shall secure any provisional or final balance of such current account up to the amount in which such Secured Obligations were entered therein.

5.3

The Pledgee may at any time without discharging or in any way affecting the Pledge (a) grant the Pledgor any time or indulgence, (b) concur in any moratorium of the Secured Obligations, (c) abstain from taking or perfecting any other security interest and discharge any other security interest, (d) abstain from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse, (e) apply any payment received from the Pledgor or for their account towards obligations of the Pledgor other than the Secured Obligations secured hereby, or (f) take any other action with respect to the Secured Obligations.

6.

RIGHTS ATTACHING TO THE NIBS

6.1

Stamping, regrouping, splitting or renewal

The Pledge shall not in any way be affected by any stamping, regrouping, splitting or renewal of the NIBs, or by any similar operation, and the financial instruments resulting from any such operation shall be part of the NIBs.

6.2

Subscription rights

Unless an Event of Default has occurred or unless agreed otherwise by the Pledgee, the Pledgor shall exercise all subscription rights to which a holder of the NIBs may be entitled. Prior to the exercise of the subscription of rights, the Pledgor shall seek prior written consent of the Pledgee and confirm that the NIBs resulting from the exercise of any such right shall be pledged to the Pledgee as security for the Secured Obligations and shall be part of the Pledged Assets.

7.

POSSIBLE SEIZURE OR ATTACHMENT

In the event of a seizure or attachment by a third party of any of the Pledged Assets, the Pledgor shall, at its own expense, (i) immediately notify the Pledgee and send it or its attorneys a copy of the relevant attachment or seizure documentation (ii) notify the third party or the attorneys acting on behalf of such third party in writing of the Pledgee’s interest in the Pledged Assets, (iii) take such measures to challenge the attachment or seizure and obtain the release of this attachment or seizure within thirty (30) days and (iv) inform regularly the Pledgee of the status of such seizure or attachment.

8.

IMMEDIATE RECOURSE

To the fullest extent allowed by applicable law, the Pledgor waives any right it may have of first requiring the Pledgee to proceed against or claim payment from any person or entity or enforce any guarantees, lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind granted by any other person or entity before enforcing the Pledge and/or any rights hereunder or pursuant hereto.

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9.

ADDITIONAL SECURITY

The Pledge shall be in addition to and shall not in any way be prejudiced by or dependent on any guarantees, lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind now or hereafter held by the Pledgee as security for the Secured Obligations or any lien to which it may be entitled. The rights of the Pledgee hereunder are in addition to and not exclusive of those provided by law.

10.

ENFORCEMENT OF PLEDGE

Upon the occurrence of an Event of Default, the Pledgee shall be entitled to realize the Pledged Assets in any manner permitted by Luxembourg law and in particular, but without limitation:

(a)

appropriate the then issued NIBs at their fair market value, as determined by an independent auditor (réviseur d’entreprises) designated by the Pledgee in accordance with generally accepted accounting principles in Luxembourg; and/or

(b)

sell the NIBs or have the NIBs sold in a private transaction at arms’ length conditions (conditions commerciales normales) to pay all or any part of the then outstanding Secured Obligations; and/or

(c)

sell the NIBs by public auction to apply the proceeds to pay all or any part of the then outstanding Secured Obligations; and/or

(d)

request the courts that title to the NIBs be assigned and/or transferred to the Pledgee or such other person as the Pledgee may designate for payment of all or any part of the then outstanding Secured Obligations; and/or

(e)

act generally in relation to the NIBs and the Pledged Assets in such manner as the Pledgee acting reasonably shall determine and as shall be permitted by law.

The determination by the Pledgee that an Event of Default has actually occurred shall be conclusive unless and until the Parties hereto shall have agreed or a court order shall have decided otherwise. The Companies each may conclusively rely on any assertion of the Pledgee that an Event of Default has occurred and shall follow the instructions given to it in such context by the Pledgee without incurring any liability.

Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default, the remedy of the Pledgee hereunder is limited to the Pledgee’s enforcement of the Pledge and subsequent disposition or retention or otherwise of the Pledged Assets, and the Pledgor shall have no further liability to the Pledgee under the Promissory Note.

11.

DISCHARGE OF THE PLEDGE

11.1

The Pledgee shall grant an express release of the Pledge, as soon as is reasonably practicable upon demand of the Pledgor, as soon as all Secured Obligations have been unconditionally and irrevocably performed and discharged in full and there is no possibility of any further Secured Obligations coming into existence.

11.2

The Pledgee shall inform the Companies of such a release, and shall provide the Pledgor with a power of attorney in favor of the Pledgee designated by such Pledgor for the purpose of recording the release of the Pledge in the Register.

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11.3

Forthwith upon such release being granted, the Pledgee shall return to the Pledgor any Pledged Assets in their possession and such Pledgor shall take delivery thereof.

12.

DUTIES OF THE PLEDGEE

The Pledgee shall not be liable for any acts or omissions, except in case of gross negligence (faute grave) or willful misconduct (faute intentionnelle). The Pledgee shall not be under any obligation to take any steps necessary to preserve any rights in the NIBs and the Pledged Assets against any other parties but may do so at its option, and all expenses incurred in connection therewith shall be for the account of the Pledgor and shall be part of the Secured Obligations.

13.

COSTS AND EXPENSES

Each Party shall bear its own costs, fees and expenses incurred in the negotiation, execution and performance of this Agreement and the Pledge and any matter contemplated by them.

14.

EVIDENCE OF SECURED OBLIGATIONS

A certificate issued by the Pledgee as to the amount and the terms and conditions of the Secured Obligations shall be conclusive evidence as against the Pledgor, save to the extent of contrary evidence if any.

15.

NOTICES

Any notice or communication under or in connection with this Agreement shall be made in accordance with Section 9 of the Promissory Note.

16.

SEVERABILITY

The invalidity, illegality or unenforceability of any provisions hereof shall not affect the validity, legality or enforceability of this Agreement or of any other provision hereof.

17.

WAIVER

17.1

No failure on the part of the Pledgee to exercise, or delay on its part in exercising, any right or remedy shall operate as a waiver, nor shall any single or partial exercise by the Pledgee of any right or remedy prevent any further or other exercise of such right or the exercise by the Pledgee of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

17.2

The Pledgor waives the benefit of articles 1251, 1285, 2021, 2022, 2026, 2029, 2036 and 2037 of the Luxembourg Civil Code, to the extent applicable.

18.

TRANSFERABILITY

18.1

This Agreement shall be binding upon and shall inure to the benefit of the Pledgor and the Pledgee and their respective successors, assigns and transferees, and references in this Agreement to any of them shall be construed accordingly.

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18.2

The Pledgor shall not be entitled to assign and transfer any of its rights and obligations under this Agreement without the prior written consent of the Pledgee, such consent not to be unreasonably withheld.

19.

NOVATION

In case of novation of the Secured Obligations, the Pledge is reserved and shall remain in existence to the benefit of any new creditor of the Secured Obligations, as novated.

20.

COUNTERPARTS

20.1

This Agreement may be executed by the Parties hereto in separate counterparts and any single counterpart or set of counterparts executed and delivered by all the Parties hereto shall constitute one and the same instrument.

20.2

This Agreement may be executed by the exchange of facsimile signatures. The transmission of a facsimile signature or execution page purported to be signed or otherwise executed by a Party shall, unless that Party has expressed in writing to the other Party that such signature or execution is not to be effective, be deemed to be due execution and delivery by that Party of this Agreement.

21.

GOVERNING LAW AND JURISDICTION

21.1

This Agreement shall be governed by, and construed in accordance with, the laws of Luxembourg. For the avoidance of doubt, the Pledgor confirms and expressly agrees that this Agreement is concluded for a purpose which falls within his trade and profession; the Parties acknowledge and agree that this Agreement does not constitute a consumer contract and falls outside the scope of article 6 of the regulation (EC) N° 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations.

21.2

Any disputes arising out of or in connection with this Agreement shall be subject to the jurisdiction of the courts of Luxembourg, Grand Duchy of Luxembourg, without prejudice to the rights of the Pledgee to take legal action before any other court of competent jurisdiction.

[Signature pages follow]

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THE PLEDGOR:  ANEW LIFE, INC.

/S/Randall F. Pearson

By: Randall F. Pearson

Title: President

THE PLEDGEE:  PCH Financial S.à r.l.

/s/Martin Kramer

/s/Benoit Bauduin

By: Martin Kramer

By: Benoit Bauduin

Title: Manager

Title: Manager

THE COMPANIES:

TW Life V S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

TW Life VI S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

TW Life VII S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

TW Life VIII S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

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Schedule A

Schedule of NIBs