GUARANTEE AND INDEMNITY

(CORPORATE)

DATED THE DAY OF 2010

BY

............................................

(“the Guarantor”)

TO

............................................

(“the Bank”)

DRAWN BY:

Mark & Associates Attorneys,

1 Floor, Wing ‘C’, NIC Life House,
st

Sokoine/Ohio Street,
P.O. Box 8211,
DAR ES SALAAM.
 THIS GUARANTEE and INDEMNITY is dated ……… 2010 and made

BETWEEN:

............................................, a limited liability company whose

registered office is situate at ................................
Complex, .................... Industrial Area, P.O. Box ...................., Arusha
(“the Guarantor”)

TO

............................................, a Public Limited liability company

incorporated in Tanzania and licenced to carry on the business of
banking whose registered Offices are at ....................
House, ..................../.................... Street, P.O. Box ...................., Dar es
Salaam (hereinafter referred to as the “the Bank”, which expression
shall, where the context so admits, include its successors and assigns
in title) of the other part;

WHEREAS:

A. The Bank has granted and continues to grant to the Debtor

(hereinafter defined) the facilities more particularly defined and
specified in a Facility Letter dated 23rd August 2010 with Reference No.
..................../COR/HN/................................/TL/01/2010 (hereinafter
called the "Facilities Letter");

B. It was inter alia a condition of granting of the Facilities (hereinafter

defined) by the Bank that the Guarantor would issue to the Bank a
corporate guarantee (being this instrument) in respect of the Facilities
granted or intended to be granted to the Debtor or any of them.

C. In consideration of the Bank granting or continuing to grant the

Facilities to the Debtor or any of them and refraining from demanding
the immediate repayment of the Facilities and treating as satisfied the
condition that the Guarantor would provide this guarantee in respect of
the obligations of the Debtor, the Guarantor has agreed to undertake
the obligations hereinafter contained.

-2-
NOW THIS DEED WITNESSES and the Guarantor hereby agrees:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless the context otherwise requires or unless otherwise

defined in this Guarantee, words and expressions shall have the
same respective meanings that are given to them in the Facility
Documents.

1.2 In this Guarantee:

‘the Debtor’ means ................................ ...................., a

limited liability company duly established under the
laws of The United Republic of Tanzania
of ................................ Complex, ....................
Industrial Area, P.O. Box ...................., Arusha, and
shall include any company into which it may be
absorbed or with which it may amalgamate or any new
company constituted by a merger with or by
reconstruction of the Debtor company.

‘Debtor’s
Obligations’ all the Debtor's liabilities to the Bank of any kind
whatsoever whether present or future, whether actual
or contingent, whether incurred as principal or as a
surety or in any other capacity whatsoever, and
whether incurred alone or jointly or severally with any
other person), including liabilities in respect of
interest, Expenses, banking charges and commission.

‘Expenses’ all costs and other expenses of whatsoever nature (on

a full indemnity basis) incurred by the Bank or their
agents in connection with the enforcement of the
Debtor' Obligations in whole or in part, or the
enforcement of this Guarantee in whole or in part, or
the exercise of any power under this Guarantee or
under any agreement between the Bank and the
Debtor, including (without prejudice to the generality
of the foregoing) any legal costs and disbursements,
together with Interest from the date on which the
Expenses are incurred.

-3-
‘Facility
Documents’ means all agreements made between the Bank and
the Debtor relating to the Facility, and includes all
arrangements or Agreements made between the
Debtor and the Bank in relation to the Facilities,
whether or not any other person is also a party thereto
and whether made before or after the date of this
Guarantee, and includes without limitation the
Facilities Letter;

‘Guaranteed

Liabilities’ means all the monies, obligations and liabilities

expressed to be guaranteed by the Guarantor in
Clause 2.1

‘Interest’ "Interest Rate" means the rate of interest specified in

the Facility Documents or determined by the Bank
from time to time as applicable to any moneys
advances obligations or liabilities owing or incurred by
the Debtor to the Bank under the terms of their
respective Facilities Documents or in respect of the
Facilities;

‘Bank’ ............................................, its successors and

assigns, including any Bank into which it may be
absorbed or with which it may amalgamate (reference
to the Bank includes any one or more of the Bank)

‘Security’ shall include a Guarantee, Indemnity, Charge,

Mortgage or Deposit, Letter of Credit or any other form
of security real or personal and whether or not
negotiable

1.3 In this Guarantee, unless the context clearly admits a contrary

interpretation:

(a) references to Clauses are to be construed as references to

the clauses of this Guarantee;

-4-
(b) references to this Guarantee and any provisions of this
Guarantee or to any other document or agreement are to
be construed as references to this Guarantee, those
provisions or that document or agreement in force for the
time being and as amended, varied, supplemented,
substituted or novated from time to time;

(c) words importing the singular number include the plural

number and vice versa

(d) references to a person or persons shall include companies

or other legal entities;

(e) references to any person are to be construed to include

that person’s assigns or transferees or successors in title,
whether direct or indirect;

(f) references to any statutory provision are to be construed

as references to that statutory provision as amended,
supplemented, re-enacted or replaced from time to time
(whether before or after the date of this Guarantee) and
are to include any orders, regulations, instruments or other
subordinate legislation made under or deriving validity
from that statutory provision;

(g) the words ‘other’ and ‘otherwise’ are not to be construed

ejusdem generis with any foregoing words where a wider
construction is possible;

(h) references to liability are to include any liability whether

actual, contingent, present or future;

(i) clause headings are for ease of reference only and are not
to affect the interpretation of this Guarantee;

(j) if two or more persons are included in the expression

"Debtor", then that expression shall be deemed to refer to
such persons both together and separately and any
reference to the Debtor's Obligations shall be a reference
to their joint and several obligations;

(k) where this Guarantee is made by or on behalf of more than

one person as Guarantor (other than as agents for a named

-5-
 principal) the agreements, obligations and liabilities on the
part of the Guarantor contained herein shall take effect as
joint and several agreements, liabilities and obligations and
all references herein to ‘the Guarantor’ shall mean such
persons or any of them, and none of them shall be released
from liability hereunder by reason of this Guarantee not
binding or ceasing for any reason to bind any other or
others of them, whether or not by agreement with the
Bank;

(l) interest will be calculated in accordance with the terms set

out in the Facility Letter; and

(m) each of the provisions of this Guarantee shall be severable

and distinct from one another and if one or more of such
provisions is invalid or unenforceable the remaining
provisions shall not be affected in any way.

2. GUARANTEE AND INDEMNITY

2.1 In consideration of the Bank making or continuing to make

loans or advances to, or otherwise giving credit or granting
banking facilities or accommodation or granting time to, the
Debtor for so long as it may think fit, the Guarantor hereby
unconditionally guarantees to discharge the Debtor's
Obligations to the Bank on demand in writing by the Bank to
the Guarantor without deduction, set-off or counterclaim from
the date of such demand.

2.2 The Guarantor further agrees that if any of the Debtor's

Obligations are at any time void or unenforceable against the
Debtor for any reason whatsoever (whether known to the Bank
or not), the Guarantor will be liable to the Bank as a principal
borrower by way of indemnity for the same amount as that for
which the Guarantor would have been liable had the Debtor's
Obligations not been void or unenforceable, and further agrees
to discharge the amount of that liability on demand in writing
by the Bank to the Guarantor without deduction set-off or
counterclaim from the date of such demand.

2.3 The Guarantor further agrees to pay expenses to the Bank on

demand in writing from the date of such demand.

-6-
 PROVIDED THAT the amount recoverable from the Guarantor
under this Guarantee (whether as surety or by way of
indemnity) shall not exceed the aggregate of the principal
amounts of Tanzania Shillings ....................
(TZS ..................../=) only together with Interest on that sum
since the date on which Interest was last compounded in the
books of the Bank and Expenses (including any Interest
accruing thereon).

3. CONTINUING SECURITY

3.1 This Guarantee is and shall remain a continuing security for the
Debtor's Obligations to the Bank at any time and shall not be
satisfied or otherwise affected by any repayment or recovery
from time to time of the whole or any part of any amount which
may then be due and owing from the Debtor to the Bank.

3.2 This Guarantee shall remain in force notwithstanding the

bankruptcy or insolvency of the Debtor, but may be
discontinued and the liability hereunder crystallized (except as
regards unascertained or contingent liabilities and any liability
for Interest and Expenses) by three months’ notice in writing to
the Bank from the Guarantor or sureties other than the
Guarantor giving notice.

3.3 If notice of discontinuance under Clause 3.2 is given, the Guarantor

will be liable for the amount of the Debtor’s Obligations at the
date of the expiry of such notice whether or not any demand
has been made on the Guarantor or on the Debtor before that
date. Such notice shall not affect the liability of the Bank or any
of the Guarantor or surety other than the Guarantor giving
notice.

3.4 This Guarantee shall continue and shall be enforceable

notwithstanding any change in the names of the Bank or any
change in the constitution of the Bank, their successors or
assigns or by their absorption of or by their amalgamation with
any other bank or Bank.

3.5 Where the Debtor is a company, the Debtor’s Obligations

shall include those undertaken by the Debtor under a different
name or style to that stated in this Guarantee and the

-7-
 Guarantor’ liability hereunder shall continue without any
prejudice and this Guarantee shall be available to the Bank
despite any change in the name or business of the Debtor or
change in the constitution of the Debtor (whether by
amalgamation consolidation reconstruction or otherwise). In
the event of such a change, the expressions ‘Debtor’ and
‘Debtor’s Obligations’ shall be deemed to apply to the new or
amalgamated or reconstituted company and its obligations to
the Bank as if it had been the company whose obligations were
originally guaranteed, as well as to the original company and its
obligations to the Bank incurred prior to the change, and this
Guarantee shall be interpreted accordingly.

4. ARRANGEMENTS WITH THE DEBTOR AND OTHERS

The Bank may in its absolute discretion as it thinks fit and

without the consent of the Guarantor and without releasing or
reducing or otherwise affecting whatsoever the liability of the
Guarantor under this Guarantee or the validity of the security
hereby created do any of the following:

4.1 enter into, renew, vary or determine any agreement or other

arrangement with the Debtor or any other person; and without
prejudice to the generality of the foregoing, grant to the Debtor
any new or increased facility and increase any rate of interest
or charge;

4.2 renew, vary, hold over, exchange, modify, assign, release or

refrain from enforcing or perfecting any present or future
security from the Debtor or any other person which is now or
may be held by the Bank hereafter in respect of the Debtor's
Obligations;

4.3 grant time or indulgence to or compound with the Debtor or any

other person;

4.4 refuse at any time without notice to the Guarantor or to

the Debtor to grant any further loans or advances or credit or
banking or credit facilities or other accommodation to the
Debtor notwithstanding that the limit of this Guarantee shall not
have been reached;

-8-
 4.5 resort to any other means of payment of the Debtor's
Obligations or any of them at any time and in any order which
the Bank thinks fit;

4.6 make a demand under or enforce this Guarantee either with or

without first resorting to other means of payment or to other
securities and with or without making a demand from, or taking
proceedings against, the Debtor or any co-surety;

And the security hereby created shall not be discharged nor shall the
liability of the Guarantor under Clause 2 be affected by anything which
would not have discharged, released, reduced or otherwise affected
the liability of the Guarantor if the Guarantor had been Principal Debtor
of the Bank instead of Guarantor.

5. ADDITIONAL SECURITY

5.1 This Guarantee shall be additional to any other security which

the Bank may hold now or at any time hereafter from the
Guarantor or the Debtor or from any other person in respect of
the Debtor's Obligations, and shall not merge with or prejudice
or otherwise affect such other security or any contractual or
legal rights of the Bank.

5.2 This Guarantee and the liability of the Guarantor hereunder shall
not be affected by the invalidity or unenforceability of any
defect, irregularity or informality of any other security held by
the Bank in respect of the Debtor's Obligations.

6. PRESERVATION OF BANK' CLAIMS AGAINST THE DEBTOR

Until all claims of the Bank in respect of the Debtor's Obligations

have been discharged in full;

6.1 The Guarantor shall not be entitled to share in any security held
by the Bank or money received by the Bank in respect of the
Debtor's Obligations or to stand in the place of the Bank in
respect of any security or money.

6.2 The Guarantor has not taken and will not take any security from
the Debtor or from any co-surety in respect of this Guarantee
without the written consent of the Bank. Any security taken by
the Guarantor or by any person on behalf of the Guarantor from

-9-
 the Debtor or any co-surety (whether taken prior to or
subsequent to the date of this Guarantee) shall be held in trust
for the Bank as security for the Guarantor's liability to the Bank
under this Guarantee.

6.3 If the Debtor is wound up, or reconstructed in insolvency

proceedings, or the Debtor makes any composition or
arrangement with his creditors, then notwithstanding any
payment which may have been made under this Guarantee, the
Bank may rank as creditors and prove for the full amount of the
Debtor's Obligations. Any dividends or payments which the
Bank may receive from the Debtor or any other person shall be
taken and applied as payments in gross and shall not prejudice
the right of the Bank to recover from the Guarantor to the full
extent of the security hereby created the ultimate balance of
the Debtor's Obligations which after the receipt of such
dividends or payments, remains outstanding. The Guarantor's
obligations under this Guarantee shall remain in force and the
full amount hereby guaranteed shall be payable by the
Guarantor until the Bank have received from all sources one
hundred per cent in respect of the Debtor's Obligations.

6.4 The Guarantor shall not in competition with or in priority to the

Bank seek to enforce repayment or to exercise any other rights
or legal remedies of whatsoever kind which may accrue to it in
respect of any amount which may have been paid by the
Guarantor to the Bank hereunder, and in particular (without
prejudice to the generality of the foregoing) shall not make any
claim against the Debtor or any co-surety nor make any claim in
the bankruptcy or liquidation of the Debtor or any co-surety nor
enforce any security from or against the Debtor or any co-
surety.

PROVIDED THAT on making a claim under this Guarantee the

Bank may in its sole discretion instruct the Guarantor to take
any of the steps referred to in Clause 6.4. The Guarantor shall
comply with any such instructions at their own expenses and
any monies or other benefit thereby obtained by the Guarantor
shall be held in trust by the Guarantor for the Bank.

- 10 -
7. PRESERVATION OF THE BANK' RIGHTS AGAINST THE
GUARANTOR

7.1 Any settlement, discharge or release between the Guarantor

and the Bank shall be conditional upon no security or payment
to the Bank by the Debtor or any other person being avoided or
reduced by virtue of any provisions or enactments relating to
bankruptcy or liquidation from time to time in force. Subject to
any limit in the total amount recoverable under the security
hereby created, the Bank shall be entitled;

7.1.1 in the event of such avoidance or reduction, to

recover the value or amount of any such security or
payment from the Guarantor subsequently as if such
settlement or discharge had not occurred;

7.1.2 to retain any security held by it for the Guarantor’s

liability until it is satisfied that it will not have to make any
repayment under such law.

8. APPROPRIATION

8.1 The Bank may appropriate all payments received in respect of

the Debtor's Obligations in reduction of any part of the Debtor's
obligations as the Bank decides.

8.2 After this Guarantee has been discontinued or otherwise

terminated or the Bank has demanded payment from the
Guarantor, the Bank may continue any account or accounts with
the Debtor notwithstanding such discontinuance, termination or
demand. In any event, no payment received by the Bank for the
account of the Debtor after such discontinuance, termination or
demand, if followed by a payment out of or debit to or any other
dealings with the Debtor's account or accounts, shall be
appropriated towards or deemed to be appropriated towards or
have the effect of discharging any part of the Debtor's
Obligations outstanding at the time of such discontinuance
termination or demand.

8.3 The Bank may place to the credit of a suspense account for so
long as it considers desirable any money received under this

- 11 -
 Guarantee without any obligation to apply it towards discharge
of the Debtor's Obligations.

9. NEW ACCOUNTS

9.1 (a) If this Guarantee ceases to be continuing for any reason

whatsoever, then the Bank may open a new account or
accounts in the name of the Debtor.

(b) If the Bank do not open a new account or accounts

pursuant to Clause 9.1(a), it shall nevertheless be treated
as if it had done so at the time that this Guarantee ceases
to be continuing (whether by determination, calling in or
otherwise) in relation to the Debtor.

(c) As from that time, all payments made to the Bank by or on

behalf of the Debtor shall be credited or be treated as
having been credited to the new account or accounts and
shall not operate to reduce the amount for which this
Guarantee is available at that time nor shall the liability of
the Guarantor under this Guarantee in any manner be
reduced or affected by any subsequent transactions,
receipts or payments into or out of any such accounts.

10. PAYMENTS, CURRENCIES AND TAXES

10.1 The obligation of the Guarantor shall be to make payment to the

Bank in the currency in which, and at the time and place at
which, the Guaranteed Liabilities are payable by the Debtor.

10.2 All payments to be made by the Guarantor hereunder shall be

made in full, without any set-off, condition or counter-claim
whatsoever and, subject as provided below, free and clear of
any deductions or withholdings whatsoever. If at any time any
applicable law, regulation or regulatory requirement of any
governmental authority, monetary agency or Central Bank
requires the Guarantor to make any deduction or withholding in
respect of taxes, levies, duties, imposts or any charges
whatsoever from any payment due hereunder for the account of
the Bank, the sum due from the Guarantor in respect of such
payment shall be increased to the extent necessary to ensure

- 12 -
 that, after the making of such deduction or withholding, the
Bank receives on the due date for such payment (and retains,
free from any liability in respect of such deduction or
withholding) a net sum equal to the sum which it would have
received had no such deduction or withholding been required to
be made and the Guarantor shall indemnify the Bank against
any losses or costs incurred by reason of any failure of the
Guarantor to make any such deduction or withholding or by
reason of any increased payment not being made on the due
date for such payment. The Guarantor shall promptly deliver to
the Bank any receipts, certificates or other proof evidencing the
amount (if any) paid or payable in respect of any deduction or
withholding as aforesaid.

11. LIEN AND SET-OFF

11.1 The Bank shall be entitled (both before and after demand
hereunder) to set off the liability of the Guarantor to the Bank
under this Guarantee against any credit balance on any account
of the Guarantor with the Bank (subject to notice of default of
the Guarantor).

11.2 Notwithstanding any term to the contrary in relation to any deposit

or credit balance on any account of the Guarantor with the
Bank, no such deposit or credit balance shall be repayable by
the Bank to the Guarantor until all liability of the Guarantor to
the Bank under this Guarantee has been discharged.

12. CERTIFICATE OF THE DEBTOR’S OBLIGATIONS

A certificate signed by officials of the Bank as to the amount of
the Debtor's Obligations or the amount due from the Guarantor
under this Guarantee shall be conclusive evidence of that
amount save in the case of manifest error.

13. CURRENCY INDEMNITY

13.1 If, under any applicable law or regulation or pursuant to a

judgment or order being made or registered against the
Guarantor or the liquidation of the Guarantor or without
limitation for any other reason, any payment under or in
connection with this Guarantee is made or falls to be satisfied
in a currency (the ‘payment currency’) other than the currency

- 13 -
 in which such payment is expressed to be due under or in
connection with this Guarantee (the ‘contractual currency’)
then, to the extent that the amount of such payment actually
received by the Bank, when converted into the contractual
currency at the rate of exchange, falls short of the amount due
under or in connection with this Guarantee, the Guarantor, as a
separate and independent obligation, shall indemnify and hold
harmless the Bank against the amount of such shortfall. For the
purposes of this Clause, ‘rate of exchange’ means the rate at
which the Bank is able on or about the date of such payment to
purchase, in accordance with its normal practice, the
contractual currency with the payment currency and shall take
into account (and the Guarantor shall be liable for) any
premium and other costs of exchange including any taxes or
duties incurred by reason of any such exchange.

14. MISCELLANEOUS

14.1 No failure, delay or other relaxation or indulgence on the part of

the Bank to exercise any power, right or remedy hereunder or
at law shall operate as a waiver thereof nor shall any single or
any partial exercise or waiver of any such power, right or
remedy, preclude its further exercise or the exercise of any
other power, right or remedy.

14.2 This Guarantee shall remain binding on the Guarantor

notwithstanding any change in the constitution of the Bank or
its absorption in, or amalgamation with, or the acquisition of all
or part of its undertaking or assets by, any other person, or any
reconstruction or reorganization of any kind, to the intent that
this Guarantee shall remain valid and effective in all respects in
favour of any assignee, transferee or other successor in title of
the Bank in the same manner as if such assignee, transferee or
other successor in title had been named herein as a party
instead of, or in addition to, the Bank.

15 NOTICES AND DEMANDS

15.1 Any demand made under this Guarantee shall be in writing

signed by an authorised official of the Bank.

- 14 -
15.2 Any such demand may be served personally on the Guarantor
or left for them at their addresses or places of business last
known to the Bank or sent by post or by facsimile or telex to
those addresses.

15.3 If such demand is sent by post, it shall be sent by first-class or

registered mail and addressed to the Guarantor at its address or
place of business last known to the Bank.

15.4 Any demand which has not been served personally on the
Guarantor shall be considered as having been duly made and
shall be deemed to have reached the addressee on the third
business day of posting, transmission, or delivery by hand at
the said address, whether or not the same be later returned
undelivered and notwithstanding the insolvency of the
Guarantor.

15.5 Any notice of discontinuance or other notice given by the

Guarantor or their personal representatives on the Bank
hereunder shall be served by sending the same by first class or
registered mail addressed to the addresses shown hereinabove
and, in the absence of evidence to the contrary, shall be
deemed to have been received by the Bank within 48 hours
after posting.

16. ENTIRE AGREEMENT

This Guarantee embodies all the agreements and all the terms
agreed between the parties hereto relating to the Guarantor’
liabilities to the Bank in respect of the Debtor's Obligations, and
the Guarantor hereby acknowledge that there have been no
representations warranties or promises made to them by or on
behalf of the Bank and agree that none of the parties hereto
shall be bound by any representation or promise or agreement
which is not embodied herein, or any variation to the terms of
this Guarantee which is not agreed by the Bank in writing.

17. LAW AND JURISDICTION

17.1 This Guarantee shall be governed by and construed in

accordance with Tanzanian law.

- 15 -
 17.2 The Guarantor irrevocably agrees for the exclusive benefit of
the Bank that the courts of Tanzania shall have jurisdiction to
hear and determine any suit action or proceeding, and to settle
any dispute, which may arise out of or in connection with this
Guarantee and for such purposes hereby irrevocably submits to
the jurisdiction of such courts.

17.3Nothing contained in this Clause shall limit the right of the Bank
to take proceedings against any of the Guarantor in any other
court of competent jurisdiction, nor shall the taking of any such
proceedings in one or more jurisdictions preclude the taking of
proceedings in any other jurisdiction, whether concurrently or
not (unless precluded by applicable law).

17.4The Guarantor irrevocably waives any objection which it may

have now or in the future to the courts of Tanzania being
nominated for the purpose of this Clause on the ground of
venue or otherwise and agrees not to claim that any such court
is not a convenient or appropriate forum.

IN WITNESS WHEREOF THIS GUARANTEE HAS BEEN DULY

EXECUTED by the GUARANTOR in manner and on the date
hereinafter appearing.

SEALED with the COMMON SEAL of the )

said ................................ .................... )
and DELIVERED in the presence of us this )
________day of ___________________ 2010 )

- 16 -
Name: _______________________________
Signature: _______________________________
Postal Address: _______________________________
Qualification: _______________________________

Name: _______________________________
Signature: _______________________________
Postal Address: _______________________________
Qualification: _______________________________

SEALED with the COMMON SEAL of the said)

............................................ )
and DELIVERED in the presence of us this )
________day of ___________________ 2010 )

Name: _______________________________
Signature: _______________________________
Postal Address: P. O. BOX ...................., DAR ES SALAAM
Qualification: _______________________________

Name: _______________________________
Signature: _______________________________
Postal Address: P. O. BOX ...................., DAR ES SALAAM
Qualification: _______________________________

- 17 -