Unconditional Performance Guarantee

In favour of Redistribution Company (Pvt) Limited, a duly incorporated Company

in terms of the laws of Zimbabwe situated at Number 24 St James Avenue,
Harare, Republic of Zimbabwe

Whereas Power Solutions Limited a Company having its Registered Office at

313, South House, 12, New Jersey-110 048 and principal place of business at B-
10 & 11, Site ‘C’, (hereinafter called “the Contractor”) has undertaken,
in pursuance of Contract to execute four (4) sub-stations and supply of six
(6) power transformers of 20 MVA and two (2) power transformers for 10 MVA,
aggregating to contract value of USD 47.00 Million signed between the Contractor
and yourselves dated (hereinafter called “the Contract”);

And whereas we have agreed to give the Contractor such a

Guarantee;

Now therefore we hereby affirm that we are the Guarantor and

responsible to you, on behalf of the Contractor, up to a total of 21
053 383 USD [United States twenty one million fifty three hundred
and eight three dollars], such sum being payable in the currency in
which the Contract Price is payable, and we undertake to pay you,
upon your first written demand and without cavil or argument, any
sum or sums within the limits of 21 053 383 USD (United States
twenty one million fifty three hundred and eight three dollars) as
aforesaid without your needing to prove or to show grounds or
reasons for your demand for the sum specified therein and not
withstanding any objections or instructions to the contrary from the
Contractor.

We hereby waive the necessity of your demanding the said debt

from the Contractor before presenting us with the demand. We
agree that all our liabilities herein shall be continuing, absolute,
primary and direct and that you shall not be required, in the first
instance, to pursue any right or remedy against the Contractor
before pursuing your remedy in terms of this Guarantee.
We further agree that our liability shall be principal in nature and
no change or addition to or other modification of the terms of the
Contract or of the Works to be performed thereunder or of any of
the Contract documents which may be made between you and the
Contractor shall in any way release us from any liability under this
Guarantee, and we hereby waive notice of any such change,
addition, or modification. We shall not have a right whatsoever to
seek to become a party to any dispute between you and the
Contractor and shall not seek to determine the validity of such
dispute.

This Guarantee shall be valid for a period correspondingly directly

with the period of the contract or any other period as maybe
extended from time to time between the Contractor and yourselves.

We warrant that all the necessary and relevant regulatory and

corporate approvals applicable hereto have been obtained and are
in full force and effect and shall remain so for as long as our
obligations herein remain unfulfilled or the contract remains in
force.

Our obligation shall subsist and hold regardless of any

reorganization, merger, acquisition or any form of restructuring in
respect of ourselves and this guarantee shall bind our successors in
title.

This Guarantee shall not be varied or otherwise negated without

your consent and shall be governed by the law governing the
contract between you and the Contractor.

Signature and Seal of the Guarantor

________________________________

Name of Institution
_________________________________________________________
Address
________________________________________________________________

Date ____________________________________________________________________