Dear

WORKS AT

We are pleased to confirm your appointment as to perform the

services set out in Schedule 1(the “Services”) on the terms and conditions set out in
this letter of appointment (the “Appointment”) in connection with the construction
and completion of ________________ (the “Works”) at ______________ (the “Site”).

This Appointment superecedes any previous agreement or arrangements between

us in respect of the Services (whether written or oral) and represents the entire
understanding between us in relation thereto. Nothwithstanding the date of your
acceptance of this Appointment it shall have effect as if it had been executed on the
date of the actual commencement of your performance of the services.

We confirm that your appointment will be governed by the following conditions:

1. DUTY OF CARE

1.1 You warrant that you have exercised and will continue to exercise in the
performance of the Services all such reasonable skill and care as may be
expected of a properly qualified and competent _________ experienced in
carrying out work of a similar size, nature, scope and complexity to the
Works.

1.2 Without prejudice to the generality of any other express or implied warranties
and conditions you warrant to us that you have exercised and will continue to
exercise reasonable skill and care to ensure that save where authorised by us
in writing there has not and will not be specified for incorporation in the
Works any substance or combination of substances or procedures publicised
prior to the time of specification by the Building Research Establishment
(BRE) Ltd (www.bre.co.uk) as harmful to the health and safety of those
constructing or using buildings of the type comprised in the works or
procedures in their operation. You shall inform us in writing as soon as
reasonably practicable upon becoming aware of any prohibited product,
material or procedure being used or specified for use in connection with the
works.

1.3 You shall, subject to the provisions of this Appointment, proceed with the
services regularly and diligently and shall perform the same as may be
necessary and having regard to such programme as we may approve from
time to time for the works.

2. PERSONNEL

2.1 You shall forthwith appoint _____________ to direct and control the overral
performance of the Services. Such person or any replacements approved by
 us pursuant to clause 2.3 from time to time shall have full authority to act on
your behalf for all purposes in connection with this Appointment.

2.2 You shall, subject to clause 2.3, use __________ in connection with the
performance of the services and such persons shall subject to clause 2.4 be
available for so long as may be necessary to ensure the proper performance
by you of the services.

2.3 You, for so long as such persons remain in your employment, shall not
remove from the Services any of the persons named in clauses 2.1 or 2.2 or
any replacements agreed by us pursuant to this clause 2.3 without our
written consent (not to be unreasonably withheld or delayed) and, if such
approval is given, you shall be responsible for replacing any such persons
with a person of at least equivalent competence, qualifications and
experience who shall have been previously approved in writing by us and
save in emergency, there shall be a handover period between such person
being removed and such replacement of not less than two (2) weeks.

2.4 We shall have the right after consultation with you to require the removal of
any person engaged in the performance of the Services if, in our opinion, that
person’s performance or conduct is or has been unsatisfactory and you shall
promptly remove such person and replace him or her with a person approved
in accordance with clause 2.3.

2.5 We shall be represented in our client function by our development managers

and technical managers whose name shall be notified to you in writing.

3. RENUMERATION

3.1 We undertake to pay you the fee set out in Schedule 2 hereto (the “Fee”) in
respect of the services in accordance with the provisions of this clause and
Schedule 2 annexed hereto. The Fee shall be inclusive of all expenses,
outlays and disbursements (including photocopying charges) incurred by you
in connection with the provision of the Services. The Fee shall be exclusive of
Value Added Tax which, if due, shall be paid over and above same. Subject to
the provisions of clause 3.7 hereof, the Fee shall constitute your sole
entitlement to renumeration in connection with this Appointment.

3.2 The Fee shall be paid in accordance with the instalments set out in Schedule
2 annexed hereto. In the event that any sums have been paid to you in
respect of the services prior to the date of acceptance of this Appointment by
you then they shall be treated as payments on account in respect of the Fee.

3.3 Any payment provided for in this Appointment shall become due twenty eight
working days after whichever of the following events occur later:

3.3.1 completion of the relevant stage reffered to in Schedule 2; or

 3.3.2 the receipt by us of an invoice stating brief details of the scope of the
works, the extent of the Services provided in relation to the current request,
the amount claimed, the amount previously paid and the percentage of the
Services properly completed in justifying the instalment.

3.4 Where you have made a claim for payment in accordance with the terms of
this clause, then if we intend to withhold payment of part or whole of the sum
claimed we will inform you not less than 5 days prior to the due date
specifying the amount we propose to withhold and the ground for withholding
payment or if there is more than one ground, each ground and the amount
attributable to it.

3.5 Any variations to the Services and/or any additional services provided by you
shall not vitiate this Appointment but the scope and extent of each such
additional and/or varied service and the basis upon which you shall be paid
for rendering such services shall be agreed in writing between us prior to
being carried out. If you carry out any additional and/or varied services
without our prior written consent then we shall not be liable to make any
payment for any additional fees, expenses or disbursement incurred by you
in respect of same. Any services provided pursuant to this clause shall be
provided subject to and in accordance with the terms and conditions of this
Appointment.

4. INDEMNITY AND INSURANCE

4.1 You shall, to the extent that you have not already done so, forthwith effect
and thereafter will maintain for a period expiring no earlier than _ years after
the date of practical completion of the whole works, professional indemnity
insurance in an amount of not less than N __________ for any occurrence or
series of occurrences arising out of any one event and that with an approved
insurer provided always that such insurance is available at commercially
reasonable rates and terms. You shall immediately inform us if such
insurance ceases to be available as aforesaid or if there is any material
change in the cover of such insurance.

4.2 As and when reasonably requested to do so by us, you shall produce

documentary evidence that such insurance is being maintained in
accordance with this clause 4.

5. ASSIGNMENT AND SUBLETTING

5.1 You shall not assign or transfer any rights or obligsations under this
agreement to any person without our prior written consent which shall not be
unreasonably withheld and in particular but without limitation you shall not
without our prior consent sub-contract to any person performance of any of
the services.
5.2 All or any of our rights and obligations under this Appointment shall be
capable of charge or transfer and/or assignment to no more than three
assignees.

6. COPYRIGHT AND CONFIDENTIALITY

6.1 As beneficial owner. You hereby grant us an irrevocable royalty-free, non-

exclusive licence to use and reproduce all drawings, details, specifications,
schedules, reports, calculations and other work which has been or is
hereafter written, originated or made by you for any purpose whatsoever
including without limitation the execution, completion, sale and
advertisement thereof and such lice shall carry the right to grant sub-licenses
and shall be transferrable to third parties, Provided Always that ownership of
such documents prepared or in the course of preparation will immediately
and automatically pass to us in the event of your insolvency or in the event of
the appointment of an administrative receiver. You will not be liable for any
use by us of any such documents for any purpose other than that for which
the same were prepared and provided by you.

6.2 You shall not during your Appointment save in the proper performance of the
Services or where required by law for any reason disclose to any person or
make use of any confidential information of which you have or may have
obtained in the course of your Appointment relating to ourselves or the Works
disclose to any person whatsoever save your professional indemnity insurers
and legal advisers anything contained in this Appointment without prior
written consent (not to be unreasonably withheld or delayed).

7. TERMINATION AND SUSPENSION

7.1 We may at any time terminate your appointment or may bring to an end any
part or parts of the Services by giving notice to you in writing but in the event
of our doing so you shall be entitled to payment of such proportion of the Fee
as represents the fair and reasonable value of the Services carried out up to
the date of such termination. Provided Always that we reserve the right to
deduct from any sum or sums aforesaid the amount of any claim we may
have in respect of any breach of or failure by you in any way to observe or
perform the provisions of the Appointment.

7.2 We may at any time after commencement of the Services by notice in writing
forthwith require you to suspend performance of the whole or any parts or
parts of the Services under this Appointment. If we shall not have required
you to resume performance of the Services or such part or parts within a
period of 12 months from the date of such notice, then either party may
thereafter by notice in writing terminate your appointment under this
Appointment so far as it relates to the Services or such parts or parts as are
suspended.
7.3 For the avoidance of doubt, we shall not be liable to you for any loss of profit,
loss of contracts or other costs, losses and expenses arising out of or in
connection with any such termination or suspension.

8.0 DISPUTE RESOLUTION

8.1 The provisions of the Arbitration and Conciliation Act (chapter 19) 1990, shall
be deemed to be incorporated into this Appointment.

8.2 You hereby confirm and agree that the Nigerian Courts shall have exclusive
juridisction over any disputes.

9.0 NOTICES

9.1 Any notice given under this Appointment shall be in writing and shall be
deemed to be properly served if sent by facsimile transmission, email or by
Recorded Delivery to the address of each party specified in this agreement or
to such other address as may have been previously intimated in writing to
the other party as being a substitute address for service of notice.

10 LAW

10.1 This Appointment shall be governed by and construed in accordance with the
laws of the Federal Republic of Nigeria.

This Appointment will take effect on the date that you sign and return the attached
duplicate copy to us.

We look forward to hearing from you.

Yours sincerely,

_____________________________________________ Date_________________________

Authorise d Signatory
For and on behalf of First World Communities Limited.
We _________________________ confirm our agreement to the terms set out in the Letter
of
Appointment of which this is a duplicate copy.

_____________________________________________ Date ________________________

Authorised Signatory
For and on behalf of