CHARTER OF THE AUDIT AND

CHARTER OF THE STRATEGIC PLANNING AND DEVELOPMENT COMMITTEE 99 Charter of the Strategic Planning and Development Committee OBJECTIVES AND MAIN RESPONSIBILITIES The Strategic Planning and Development Committee (the “Committee”) shall assist the Board of Directors (the “Board”) of Mercator Transport Group Corporation (“Mercator Group”) as follows: Mandate of the Committee: o to plan the strategy of Mercator Group and discuss any alternatives thereto; o to assess the strategy of Mercator Group; o e risks inherent to the strategy of Mercator Group; o to establish the financial needs of Mercator Group (debt/equity, acquisitions, capex, cash flow, financing); o to review budgets submitted by management; o to assess the needs in human resources (job redefinition, hiring); o to establish a set of rules on investor relations and determine the contact person therefor; o to oversee investor relations and set the objectives thereof. Mandate of the Board toward the Committee: o to assess the strategic planning of Mercator Group; o e efficiency of the Committee; o to review any material changes in the involved parties; o to approve the financial needs of Mercator Group (acquisitions, capex, financing); o to approve the budget of the Committee; o the approve the set of rules on investor relations and confirm the contact person therefore; o to approve the strategic planning. The Committee is ...