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THIS AGREEMENT is made this .day of .2012

BETWEENMr. ADEMOLA ADEBOGUN, principal partner, DOLPRA PROPERTIES LIMITED for andon behalf of DOLPRA PROPERTIES LIMITED, a company incorporated in Nigeria under theCompanies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004, whoseregistered office is at Plot 10/13, Adetokunbo Ademola, Wuse II, Abuja (Hereinafter calledThe Employer which expression shall where the context so admits, include thesuccessors-in-office and assigns) of the first part,

ANDSPRINT POWER & ENERGY LIMITED, a company incorporated in Nigeria under theCompanies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004, whoseregistered office is at Suite A17, Humuani Plaza, Oregun, Ikeja, Lagos (hereinafter called the Contractor which expression shall where the context so admits, include itssuccessors-in-title, liquidators and assigns) of the second part.

The Employer and the Contractor are hereinafter jointly referred to as the Parties

WHEREAS:-A. In pursuance of the goals of Gov. Ibikunle Amosun Administration in Ogun State to

improve on the infrastructure in the States Public Schools, the Employer is one ofthe shortlisted Contractorsesirous of constructing blocks of classrooms in theImeko/Afon LGEA, more particularly described in the schedule to this Agreement andthe Drawings and Bill of Quantity forming part of this Agreement (hereinafter calledthe works).

B. The Employer, by this agreement has consented to awarding the construction of OneBlock of Three Classrooms at Alaketu High School, Imeko, Imeko/Afon LGA to theContractor in accordance with the Schedules of this agreement.

C. The Contractor is a building contractor and the Employer has consented to theContractor the construction and completion of the said Works.

D. The Contractor has agreed to carry out the said Works for the Contract Sum hereinspecified in accordance with the Drawings and Specifications.

E. The Parties have now entered into this Agreement upon the terms and conditionshereinafter appearing.

NOW THIS AGREEMENT WITNESS AS FOLLOWS1.0 SCOPE OF THE AGREEMENT1.1 This Agreement is for the construction of One block of Three classrooms as described

in the Schedule to this Agreement and in the manner described in the Drawings andBill of Quantity within the said duration specified in the agreement.

2.0 DOCUMENTS FORMING PART OF AGREEMENT2.1 The following documents shall be deemed to form and be read and construe as partof this Agreement.

a) The Drawingsb) Bill of Quantity.

3.0 DURATION3.1 The Agreement shall take effect from the date of its signing and shall continue in

force for a period of twelve (12) weeks unless extended by the Employer. Upon the

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signing of the Agreement, the Contractor shall move to site within two (2) weeksfailure of which the agreement will be terminated.

3.2 The Contractor shall within two days of the completion of the works, give noticethereof in writing to the Employer to this effect (Provided the Works has beenexecuted in accordance with the agreed specifications) and the date of the noticeshall be taken as the date of the final completion of the Works for the purposes ofthis Agreement.

4.0 CONSIDERATION4.1 In consideration of the Works to be executed by the Contractor, the Employer shall

pay to the Contractor the total sum of Six Million, Three Hundred and SeventyThousand, One Hundred and Fifty-Two Naira and Seventy-Two Kobo (#6,370,152.72) to be paid as specified in Clause 5 herein.

5.0 PAYMENTS5.1 The payments schedule for the Works shall be as follows:-

On valuation Basis:-1st Installment: 15% of the Contract Sum as advance payment for mobilization of

Material/Labour to site,2nd Installment: 10% of Contract Sum for sub-structural works (up to DPC level)

(Four weeks duration)3rd Installment: 40% of Contract Sum for superstructure block walling,

Column/Beams and Roofing (Five weeks duration)

4

th

Installment: 30% of Contract Sum for Ceiling, metal Doors/WindowPlastering/Rendering, Painting, Dwarf wall, Name Insignia (threeweeks duration)

5th Installment: 5% Retention fee payable 3 months after final completion5.2 The Parties agree that 5% With-holding Tax, 5% VAT and 1% for sundry bank

charges are included in the Contract Sum.

6.0 BANK GUARANTEE6.1 The Contractor will execute a Bank Guarantee in favour of the 15% advance

payment.7.0 OBLIGATION OF THE EMPLOYER7.1 The Employer agrees to pay the Contractor for the Works done as agreed by the

Parties and in accordance with this Agreement.8.0 OBLIGATIONS OF THE CONTRACTOR8.1 The Contractor shall:

(i) move to site within two (2) weeks of the execution of this Agreement;(ii) Observe the building regulations and all other lawful requirements of the

appropriate Local Government Authorities;(iii) Use new and acceptable prescribed quality materials in accordance with the

supervising officers approval;(iv) Protect from damage materials arising from replaced items; which materials

are to become the property of the Employer except otherwise provided andwhere specified for re-use;

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(v) upon receiving complaints of any defects, shrinkage or materials defects ornot being in accordance with approved specifications, to carry out therepair of the defects without any extra cost to the Employer.

8.2 The Contractor shall not:(i) Without the written consent of the Employer, assign or sublet any portions ofthe Works to a third party; and(ii) Execute any extra work in deviance from the original plans and specifications.

9.0 TERMINATION9.1 This Agreement may be terminated by the Employer where the Contractor defaults

or fails to complete the Works or each stage of the Works within the period stated inthe Contract document or upon the breach of any of the obligation of the Contractoror at the expiration of the twelve (12) weeks stated under clause 3.1.

9.2 The Contractor shall commit a default where he:(i) Without reasonable cause suspends the Works for seven (7) consecutive days

before completion;(ii) Refuses or fails to notify the Employer in writing in situations where he is tore-use materials, to remove defective or improper materials;(iii) neglects or delays in the opinion of the Employer to correct or make good anydefect and the defaults continues for seven days after he has been notified;(iv) Is adjudged bankrupt.

10.0 FORCE MAJUERE10.1 If by reason of force majeure (which shall mean for the purpose of this Agreement

any cause beyond the reasonable control of the affected party, including but notlimited to acts of God, war, riot, strikes, labour disputes, accidents or any act inconsequence of compliance with any order of any Government authority) eitherparty is delayed or prevented from complying with its obligation under this

Agreement, it shall immediately give notice of such inability to the other party withestimated dates when the force majeure shall end, abate or be removed.

11.0 NOTICES11.1 Any notice or other communication required or permitted under this Agreement shall

be in writing and shall be deemed to have been duly given when received.11.2 A notice may be served personally or by facsimile or by courier delivery addressed to

the respective Parties at the address set forth above or at such other addresses asmay be specified from time to time by either party.

12.0 GOVERNING LAW12.1 This Agreement shall be interpreted and construed in accordance with the laws ofthe Federal Republic of Nigeria.

13.0 DISPUTE RESOLUTION13.1 Any dispute or controversy arising out of or in connection with this Agreement shall

be referred to mediation and decision of the Mediator shall be final.

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THE SCHEDULEOGUN STATE UNIVERSAL BASIC EDUCATION BOARDOKE MOSAN, ABEOKUTA.

CONSTRUCTIONS (JUNIOR SECONDARY SCHOOL)

SPRINT POWER & ENERGY LIMITED

3C Rooms1 Alaketu High School IMEKO/AFON Imeko 3

6,370,152.72

IN WITNESS WHEREOF the Parties hereto set their hands and seals the day and yearfirst above written.

SIGNED, SEALED AND DELIVERED byMr. ADEMOLA ADEBOGUNPrincipal Partner,

DOLPRA Properties Limited SIGNATURE..

In the presence of:SIGNATURE ..NAME:DESIGNATION:ADDRESS:

THE COMMON SEAL OFSPRINT POWER & ENERGY LIMITEDWas affixed hereunto ..

COMMON SEAL

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In the presence of:

. SIGNATURE OF DIRECTOR SIGNATURE OF SECRETARY

.. ...NAME OF DIRECTOR NAME OF SECRETARY