PURCHASE, SUPPLY AND INSTALLATION AGREEMENT

THIS PURCHASE AGREEMENT is made this…….. Day of…………………… 2009

BETWEEN

AYOBO –IPAJA LOCAL COUNCIL DEVELOPMENT AREA, a body created

by statute and having its Secretariat at Igbogila Ipaja Lagos State
(hereinafter called “the Council” which expression shall where the context
so admits include its successors-in-title and assigns) of the one part

AND

KAFTOP INFINITY NIGERIA LIMITED having its registered office at 22-

24, De-Star Shopping Complex, Orphetal Bus stop, Lasu-Isheri Road, Lagos
(hereinafter called “the Contractor” which expression shall where the
context so admits include its successors-in-title and assigns) of the other
part.

WHEREAS

A. The Contractor is a company formed for the purpose of, amongst

others, supply, sales, installation, service and maintenance of
Transformers.

B. The Council is a creation of state laws to oversee development

throughout the Local Government known as Ayobo/Ipaja Local
Council Development Area.

C. The Council has requested for interested bidders to tender a bid for
the purchase, supply and installation of 10 (500KVA) Transformers
for the Council Area

D. Following the successful tender submitted by the Contractor, the

Council has offered the contract as stated in (c) above to the
Contractor.

E. The Council has requested the Contractor to supply and install 10

(500KVA) transformers in designated areas of the Local government.

F. The Contractor has agreed to supply and install the transformers

subject to terms and conditions stated herein.
WHEREBY IT IS AGREED AS FOLLOWS:

1. CONTRACTOR’S OBLIGATIONS

1.1 The Contractor shall purchase/supply the Council with 10 (500 KVA)
high quality transformers and warrants that the entire transformer
are and be on warranty for at least a period of 24 months.

1.2 The Contractor shall be bound to properly and efficiently install the
transformers in all the designated areas of the Local government.

1.3 Without prejudice to the Contractor’s liability to indemnify the Council

under other provisions of this Agreement, the Contractor shall
maintain such insurance as is necessary to cover the liability of the
Contractor in the course of carrying out the installation as outlined in
the Agreement.

1.4 The Contractor shall ensure that the supply and installation of the 10
500 KVA Transformers under this Agreement are carried out by
competent persons with adequate knowledge and experience in
providing such services and that the parts/components to be used for
repairs of the transformer shall be obtained from
manufacturers/dealers of the highest repute, failing which the
Contractor shall bear all incidental costs arising there from.

1.5 The Contractor shall exercise due care and skill in carrying out the
supply and installation of the Transformer under this Agreement and
shall be liable to indemnify the Council for any loss attributable to the
negligence or omission of its technicians provided that such loss or
omission was not caused by the Council.

1.6 The Contractor shall carry out the agreed contract in accordance with
the timeliness stated in the contract document.

1.7 The Contractor shall replace transformer or component parts found to

be defective in accordance with the contract documents.

1.8 The Contractor shall provide repairs or corrective maintenance

service on all Transformers supplied by the Contractor within the
Warranty period at no cost to the Council.

1.9 The Contractor shall not subcontract any part of this agreement
without the prior written consent of the Council.

1.10 The Contractor shall provide appropriate warranty cover (spare parts
and labour) for the Transformers and all supplied Transformers
components for the a period not less than 12 calendar months
effective from the day of installation

1.11 The Contractor shall make good any warranty claims made during the
warranty period.
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1.12 The Contractor shall provide for the Council’s inspection, on demand,
necessary valid and current approvals, permits and licenses required
by law which permit the Contractor to supply the Transformer and
provide the services contained herein. The Contractor shall maintain
the validity of requisite approvals, permits and licenses for the
duration of this agreement.

1.13 The Contractor shall ensure that all its employees whilst on duty at
the Council’s locations are appropriately dressed and display
identification cards on their person at all times.

1.14 The Contractor shall ensure that only authorized personnel have
access to and handle any documents and assets relating to the
Council’s transactions with the Contractor.

1.15 The Contractor shall ensure that all information relating to sales,
service and repair of Transformers are recorded and signed only by
authorized person

1.16 The Contractor shall perform the services in strict adherence to the
timeliness as defined in this agreement. In the event the Contractor
fails to discharge its obligations as indicated in the aforementioned
timeliness, the Council shall be entitled at its option to cancel this
agreement or engage the services of third party to fulfill such
outstanding obligation. In the latter instance, the Council shall be
entitled to claims from the Contractor, the fees and any other cost
paid to the third party.

1.17 The Contractor shall assume full responsibility for the actions and
omissions of its personnel in the performance of this Agreement and
shall be solely responsible for their supervision, daily direction and
control, working hours, rotation of work, payment of salary including
income taxes and all other obligatory statutory contributions and
payments.

1.18 The Contractor shall vest exclusively in the Council, all intellectual
property developed or created by the Contractor in the course of
providing, relating to or performing the services. The Council shall
have no liability to account to the Contractor for any revenue, profit
or another benefit resulting there from.

2. COUNCIL’S OBLIGATIONS

2.1 The Council shall pay all fees as agreed within a specified period
of submission of the Contractor’s invoice accompanied by a
certificate of service completion signed by the duly authorized
officer of the Council. Applicable statutory taxes shall be deducted
from payments to the Contractor.

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 2.2 The Council shall allow the Contractor’s service technician’s access
to the Transformers for the purpose of corrective or preventive
maintenance and shall ensure that all steps that will facilitate the
servicing of the Transformers are guaranteed.

2.3 The Council shall furnish the Contractor with information on any
fault observed in transformer requiring repair to be effected by
the Contractor.

3. CONTRACT PRICE
In consideration of the execution of the works under this
agreement to the satisfaction of the Local Government the Council
shall pay to the contractor the total sum of N28,089,888.00
(TWENTY EIGHT MILLION, EIGHTY NINE THOUSAND EIGHT
HUNDRED AND EIGHTY EIGHT NAIRA ONLY) less the mandatory
Legal Tax Deduction i.e. 5% Withholding Tax, 5% (VAT) and 1%
Development Levy. The Local Government shall pay the contractor
the entire contract price in three stages.

4. GENERAL CONDITIONS

4.1 The Council is excluded from any liability whatsoever arising from
injury to the Contractor’s personnel in the course of their duties
on the Council’s premises.

4.2 The Contractor shall neither assign nor sub-contract any of its
duties and obligations under this Agreement to any person, firm
or company without the prior written consent of the Council.

4.3 The Council shall have the right to deduct 20% of the agreed fee
as penalty in the event that the Contractor fails to perform to the
satisfaction of the Council.

4.4 In the event an increased frequency of preventive maintenance is

necessary, the Contractor and duly authorised officers of the
Council would agree on revised maintenance schedule. The
revised schedule shall be duly signed by both parties.

4.5 In the event that the Contractor is unable to complete the

installation of the Transformers within the defined timeline during
warranty period, the Contractor shall provide an alternative
Transformers of similar specifications free of charge for the
Council’s use until the faulty Transformer is repaired.

4.6 Faults shall be assumed to have been reported at the occurrence a

verbal or written communication from the Council.

5 FORCE MAJEURE

5.1 Except for money owed, any delays or failure of performance by

the Council or Contractor shall not constitute default hereunder

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 nor give rise to any claims for damages against the said party if
and to the extent such delay or failure of performance is caused
by occurrence beyond the control of the Council or Contractor, as
the case may be, including but not limited to: act of God, strikes
or other concreted acts of workmen, fires, floods, explosions
accidents, riots, war, civil disturbance, insurrection, rebellion,
sabotage, compliance with any order of governmental authority
having jurisdiction, expropriation or confiscation of property or
any other causes, whether or not of the same class as those
specifically above named, which are not in reasonable control of
the Council or Contractor respectively, and which by the exercise
of reasonable diligence the Council or Contractor is unable to
prevent.

5.2 The party to whom such an event occurs shall notify the other
party thereof as soon as practicable, and shall take all steps
possible to promptly remove the cause of any delay or failure to
perform.

5.3 Where it is impossible to rectify or agree on measures to be taken

in the event of a force majeure or where all available endeavors
have been exhausted, either party may terminate the agreement
but without prejudice to the rights and obligations of both parties
in this agreement.

6 CONFIDENTIALITY

Each party agrees not to disclose without the other’s prior written
permission, any confidential information concerning the other,
including but not limited to its business, customer or associated
companies and agrees to keep and ensure that its personnel,
agents and other third parties with which it has dealings, shall
keep all details and confidential information about the other
secret and confidential.

7 WARRANTY AND WARRANTY CLAIM PROCESSING

7.1 All Transformer delivered by the Contractor shall be backed by a

minimum of 12 months warranty covering spare parts and labour.
The warranty period shall commence from the date of the
Council’s first use.

7.2 The Contractor shall replace any Transformer found to be

defective at no cost to the Council, within the warranty period.

8 TENURE

This Agreement shall be in force for a period of 12 months.

However the Contractor shall thereafter be issued with a Letter of
Discharge by the Council consequent upon satisfactory
performance of the contract by the contractor.

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 9. TERMINATION

The Council may terminate this Agreement forthwith in the event:

9.1 Of breach by the Contractor in carrying out its obligations herein;

9.2 A resolution for the winding-up of the Contractor is passed or an

order of court is made to that effect; and
9.3 the Contractor ceases or threatens to cease to carry on business.

9.4 Either party may at any time terminate this Agreement by giving
to the other 1 (one) calendar month notice in writing of intention
to terminate.

9.5 The Council shall have no liability whatsoever to the Contractor in

respect of services commenced after the date of receipt of any
notice of termination given by the Council.

9.6 On termination of this agreement for any reason whatsoever, the

Contractor shall provide all required reasonable assistance to the
Council to facilitate the orderly transfer of the transformers to the
Council or enable a third party chosen by the Council take over
the provision of all or part of the services.

10 ARBITRATION AND GOVERNING LAW

10.1 This agreement shall be governed and construed in accordance

with Nigerian Law.

10.2 In the event of a dispute or controversy or difference or question

or breach of Agreement relating to this agreement the parties
shall meet and negotiate in good faith to settle amicably. If the
parties are unable to settle the dispute within 30 days after their
first meeting, the dispute shall be submitted finally to arbitration
in accordance with the Arbitration and Conciliation Act CAP A18,
Laws of the Federation of Nigeria 2004 or any replacement
thereof.

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IN WITNESS of which the parties hereto have executed this deed in the
manner below in the day and year first above written.

The Common Seal of the within named

AYOBO /IPAJA LCDA
Was hereunto affixed in the presence of:

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O.A. ROSIJI (MRS) A.R. RAJI (MRS)
COUNCIL MANAGER LEGAL OFFICER

The Common Seal of the within named

KAFTOP INFINITY NIGERIA LIMITED
Was hereunto affixed in the presence of:

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DIRECTOR SECRETARY