THIS AGREEMENT IS MADE THIS ----------- DAY OF -------------- 20-----

BETWEEN
CEDARFIELD DEVELOPMENT COMPANY LIMITED of No 21 A,
Lateef Jakande Road, Agidingbi, Ikeja Lagos, Nigeria (the investor) of
the ONE PART
AND
OBASA AND CO, Estate Surveyors and Valuers of Suite II, Ist Floor,
Iyasuna Petroleum complex, No 10 Asabi cole street, off Lateef Jakande
Road Agidingbi, Ikeja Lagos, Nigeria (the facilitator) of the OTHER
PART.
1. WHEREAS:

(a)The investor is a duly registered company incorporated under

the Laws of the Federal Republic of Nigeria and carries on the
business of real estate development and consulting.

(b)The facilitator is a firm of experienced estate surveyors and

valuers who carry on the business of valuation and surveying of
real estate, real estate consultancy and advisory services on
real estate.

(c) The facilitator in its ordinary course of business sourced and

facilitated development of a large parcel of land approximately
measuring 125225.986 square meters lying and situate at Ira
Ajagunna. Along Abebi close, Ojodu Abiodun, Ifo Local
Government Area of Ogun State for the investor from a certain
Bemil properties Limited of 1,Cypstolu Obuzes Street, off Kings
Avenue, Berger, Ogun state Nigeria.

(d)The investor by virtue of an earlier agreement to develop the

above mentioned parcel of land granted to Bemil Properties
Limited by the Federal Government of Nigeria through a letter
with reference no E80/1162/CO.101 dated 30th August 2006
and more aptly described in survey plan number
OG/0242/2006/032, contracted with Bemil Properties Limited to
jointly develop the said parcel of land into a classic estate
 based on terms and conditions earlier entered into by both
parties- that is CEDARFIELD DEVELOPMENT COMPANY
LIMITED AND BEMIL PROPERTIES LIMITED.

(e)The investor by virtue of an agreement entered into with Bemil

Properties Limited is entitled to 58 plots out of the 144 plots as
remuneration for its investment in development of the said
parcel of land.

(f) The 58 plots serving as an entitlement to the investor was

labelled ‘LC’ that is ‘Land of Cedarfield’ in the layout plan of the
proposed estate.

2. CONSIDERATION

(a)In consideration of the memorandum of understanding hereby

reached and the conditions and covenants on the part of the
investor, the investor hereby agrees to give to the facilitator, 4
plots (each measuring 650 square metres) out of the 58 Plots of
the part of the estate labelled ‘LC’ –‘Land of Cedarfield’ for its
part in facilitating the development contract for the investor.

3. TERMS OF AGREEMENT

(a)The investor shall ensure that the 4 plots entitlement of the

facilitator shall be free from all encumbrances.

(b)That the facilitator shall have the right of outright possession of

the agreed 4 plots immediately after the said parcel of land is
seen to have been filled and properly laid out.

(c) That the investor shall at its own cost undertake to perfect the
necessary document to secure the facilitator’s title.

(d)That each party shall be at liberty to transfer its title over the
plots of land to any prospective purchaser in accordance with
the existing pricing of the estate.
4. ARBITRATION
Any dispute arising out of, under or in connection with the construction,
meaning of effect of this Memorandum of Understanding or the rights or
liabilities herein stated shall at first instance be resolved by mutual
agreement by a panel of two members appointed by parties of a member
each. Wherein such amicable settlement fails, shall be settled by
arbitrators in accordance with the provisions of the Arbitration and
Conciliation Acts in force in Nigeria, and the award by the arbitration
shall be binding on both parties and be enforced by a court of competent
Jurisdiction.

IN WITNESS whereof the parties have set their hands and caused their
common seals to be affixed the day and year first above written.
THE COMMON SEAL OF the within named Investor CEDARFIELD
DEVELOPMENT COMPANY LIMITED is hereby affixed in the presence
of:

------------------------------- ------------------------
DIRECTOR SECRETARY

Signed, sealed and delivered by the within named facilitator.

For Obasa and Co:
---------------------------------
(AYORINDE OBASA)
In the presence of:
Name: -------------------------------
Address: -----------------------------------------------------------
Occupation: ----------------------------------------------------
Signature and Date: ------------------------------