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