APPENDIX1

APPENDIX1

STANDARD CONTRACT PROVISIONS

INTERNATIONAL GENERAL RULES OF A GREEMENT

PART I

STANDARD CONDITIONS

1 GENERAL PROVISIONS

1.1 Scope of Services

The services to be performed by the Consulting Engineer under this Agreement (hereinafter called 'the Services') are described in the Scope of Services set forth in Appendix A.

1.2 Relationship between the Parties

Nothing contained herein shall be construed as establishing or creating a relationship of master and servant of principal; and agent.

1.3 Language/s and Law

There shall be stated in Part II of these International General Rules:

(a) the language or languages in which the Agreement shall be drawn up;

(b) the language according to which the Agreement is to be construed and interpreted, designated the 'Ruling Language';

(c) the country or state, the law of which, is to apply to the Agreement and according to which the Agreement is to be construed.

1.4 Changes in Legislation

If in the country in which the project is being carried out there should occur, subsequent to the date of this Agreement, changes to any National or State Statute, Ordinance, Decree or other Law or any regulation or by-law of any local or other duly constituted authority, or the introduction of any such State Statute, Ordinance, Decree, Law, regulation or by-law which causes additional or decreased cost to the Consulting Engineer in the performance of his services, such additional or reduced cost shall be paid by or credited to the Client and the agreed remuneration adjusted accordingly.

1.5 Definitions

Words importing the singular only also include the plural and the masculine includes the feminine and vice-versa where the context requires. The word 'days' denotes calendar days.

1.6 Headings

The headings in these International General Rules of Agreement (Parts I and II) shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof or of the Agreement.

1.7 Notices

All notices under this Agreement will be given in writing and will be deemed to have been given if delivered by one of the following means:

- personal delivery to the designated representative of each of the Parties;

- by telex;

- by telegram;

- by registered post

at the specific designation of the Parties as set forth in Part II of this Agreement.

2 COMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE AGREEMENT

2.1 Agreement in Force

The Agreement is considered to have come into force immediately all the necessary signatures as stipulated in Part II of this Agreement have been appended.

2.2 Commencement Date

The Consulting Engineer shall commence the Services within the period stated in Part II of this Agreement.

2.3 Completion Date

The Services shall be completed within the period stated in Part II of this Agreement or as alternatively agreed in writing between both Parties.

2.4 Alterations

Should circumstances arise which call for modifications of the Agreement these may be made by mutual consent given in writing. Proposals in this respect from one party shall be given due consideration by the other party.

2.5 Assignment

The Consulting Engineer shall not, without the written consent of the Client, assign the benefits, other than the assignment of any monies due or to become due under this Agreement.

The Consulting Engineer shall not, without the written consent of the Client, in any way assign or transfer the obligations of this Agreement or any part thereof.

2.6 Death of the Client

The Agreement shall not be dissolved by the death or demise of the Client. His rights and obligations shall pass to his successors.

2.7 Partnerships

(a) Addition of Partner(s)

Should the Consulting Engineer be a partnership and at any time take an additional partner or partners he or they shall thence be deemed to be included in the expression 'the Consulting Engineer'.

(b) Withdrawal of Partner(s)

Should the Consulting Engineer be a partnership the Agreement shall not be dissolved by the death or withdrawal of one or more members of the partnership.

2.8 Sub-Contracts

Any sub-contract or modification or termination thereof relating to the performance of the Services by the Consulting Engineer shall be made only with the advance written agreement of the Client.

2.9 Postponement and Termination

2.9.1 By Notice of the Client

The Client may by written notice to the Consulting Engineer at any time give prior notice of his intention to abandon the Services, in whole or in part, or terminate this Agreement. The effective date of termination of this Agreement shall not be less than sixty (60) days after receipt of such notice, or such other shorter or longer period as may be agreed between the Parties. Upon receipt of such notice the Consulting Engineer shall take immediate steps to bring the Services to a close and to reduce expenditures to a minimum.

2.9.2 Force Majuro

The Consulting Engineer shall promptly notify the Client, in writing, of any situation or event arising from circumstances beyond his control and which he could not reasonably foresee which makes it impossible for the Consulting Engineer to carry out in whole or in part his obligations under this Agreement. Upon the occurrence of such a situation or event the Services shall be deemed to be postponed for a period of time equal to that caused by the Force Majuro and a reasonable period not exceeding one (1) month to remobilize for the continuation of the Services.

2.9.3 Default by the Client

The Consulting Engineer may by written notice to the Client terminate this Agreement:

(a) If he has not received payment of that part of any invoice which is not contested

within sixty (60) days of submission thereof;

(b) If the Services have been postponed as provided for in Clause 2.9.2 and the

period of postponement has exceeded six (6) months.

2.9.4 Entitlement of Consulting Engineer upon postponement or termination

Upon postponement of the Services or termination of this Agreement under Clause 2.9.1, 2.9.2 or 2.9.3 and subject to the obligation of the Consulting Engineer to reduce expenditure to a minimum as stated in Clause 2.9.1, the Consulting Engineer shall be entitled to receive the remuneration due up to the effective date of postponement or termination and reimbursement in full for such of the costs specified in Appendix D as shall have been incurred prior to the effective date of such postponement or termination and for all costs incidental to the orderly termination of the Services, including return travel of the Consulting Engineer's personnel, their dependents and effects.

2.9.5 Inability of an Individual Consulting Engineer to Perform

Should the Consulting Engineer be an individual person and, for any reasons beyond his control and which he could not reasonably have foreseen and for which he is not responsible, be unable to perform his obligations under the Agreement or have it performed entirety, the Agreement terminates without prejudice to the accrued rights of either party against the other.

The Client shall in that case pay the Consulting Engineer or his Successors and Assigns upon surrender of the documents necessary for the continuation of the Services, in so far as they are available, such part of the remuneration as corresponds to the state of the Services under the Agreement, including any reimbursable costs and those termination costs (if any) ensuing for the Consulting Engineer or his Successors and Assigns from contracts already entered into in respect of the Agreement.

2.9.6 Default by the Consulting Engineer

The Client shall notify the Consulting Engineer, in writing, if he considers that the Consulting Engineer is not discharging his obligations under this Agreement, stating the reasons therefore. In the event that the Consulting Engineer does not respond to such notice within fifteen (15) days the Client may deem the Agreement terminated. In this event the Consulting Engineer shall be entitled to receive the remuneration due for services rendered up to the date of notification of default and reimbursement in full for such of the costs specified in Appendix D as shall have been properly incurred prior to the date of notification of default.

2.9.7 Claims for Default

Any claim for damages arising out of default and termination shall be agreed between the Client and the Consulting Engineer or, failing agreement, shall be referred to arbitration in accordance with Clause 6 of this Agreement.

2.9.8 Rights and Liabilities of Parties

Termination of this Agreement, for whatever reason, shall not prejudice or affect the accrued rights or claims and liabilities of either party to this Agreement.

3 THE RIGHTS AND DUTIES OF THE CONSULTING ENGINEER

3.1 The Consulting Engineer shall exercise all reasonable skill, care and diligence in the performance of the Services under the Agreement and shall carry out all his responsibilities in accordance with recognized professional standards. The Consulting Engineer shall in all professional matters act as a faithful adviser to the Client and, in so far as any of his duties are discretionary, act fairly as between the Client and third parties.

The Consulting Engineer, his employees and sub-contractors, whilst in the country in which the Services are being carried out, shall respect the laws and customs of that country.

3.2 The remuneration of the Consulting Engineer charged to the Client according to Appendix D shall constitute his only remuneration in connection with the Agreement and neither he nor his personnel shall accept any trade commission, discount, allowance or indirect payment or other consideration in connection with or in relation to the Agreement or to the discharge of his obligations hereunder.

3.3 The Consulting Engineer shall not have the benefit, whether directly or indirectly, of any royalty on or of any gratuity or commission in respect of any patented or protected article or process used on or for the purposes of the Agreement unless it is mutually agreed in writing that he may.

3.4 The Consulting Engineer will provide all the expert technical advice and skills which are normally required for the class of services for which he is engaged. Where specialist technical advice or assistance is required, beyond that committed under the Scope of Services in Appendix A, the Consulting Engineer may with the prior written agreement of the Client arrange for the provision of such services. The Client shall pay for all such services.

However, the Consulting Engineer shall retain full and unseverable responsibility for all the Services which he is committed to render under this Agreement.

3.5 The copyright of all documents prepared by the Consulting Engineer in connection with the Agreement rests with the Client. The Consulting Engineer may take copies of such documents but shall not use the contents thereof for any purpose unrelated to the Services without the prior written approval of the Client.

3.6 Equipment and materials furnished to the Consulting Engineer by the Client or purchased by the Consulting Engineer with funds wholly supplied or reimbursed by the Client shall be the property of the Client and shall be so marked. Upon completion or termination of the Services the Consulting Engineer shall furnish to the Client inventories of the equipment and materials referred to above as it then remains and dispose of same as directed by the Client.

4 LIABILITY OF THE CONSULTING ENGINEER

4.1 Notwithstanding anything herein contained to the contrary, the Client shall indemnify and hold harmless the Consulting Engineer for and against any and all claims, damages, expenses or costs (including those asserted by third parties) directly or indirectly related to the Services to the extent that such claims, damages, expenses and costs exceed in total the Consulting Engineer's liability as stated in Part II of this Agreement.

This indemnification and hold harmless by the Client shall not apply in cases where such claims, damages and expenses arise from gross negligence or criminal action from the Consulting Engineer.

4.2 The liability of the Consulting Engineer expires as specified in Part II of this Agreement.

4.3 The Consulting Engineer shall be liable for any violation of legal provisions or rights of third parties in respect of patents and/or copyrights introduced into documents prepared by him.

4.4 Unless notice to the contrary is given in writing by the Client, the Consulting Engineer shall, at the Client's expense, take out and maintain, on terms and conditions approved by the Client, insurance against third party liability and against loss of or damage to equipment purchased, with funds provided by the Client, for the sole use of the Consulting Engineer in the execution of the Services, provided that the Consulting Engineer shall use his best efforts to maintain at his own cost, reasonable professional liability coverage.

4.5 The Consulting Engineer has no liability whatsoever for any damage resulting from any act of the Client which is not covered by the Scope of Services or the Consulting Engineer's instructions or written advice.

5 OBLIGATIONS OF THE CLIENT

5.1 The Client shall furnish without charge and within a reasonable time all pertinent data and information available to him and shall give such assistance as shall reasonably be required by the Consulting Engineer for the carrying out of his duties under this Agreement. The Client shall give his decision on all sketches, drawings, reports, recommendations and other matters properly referred to him for decision by the Consulting Engineer in such reasonable time as not to delay or disrupt the performance by the Consulting Engineer of his Services under this Agreement.

5.2 The Client shall facilitate the timely granting to the Consulting Engineer, and any of his personnel and, where applicable, their dependents, in respect of the country where the Services are to be carried out, of:

(a) Necessary visas, licenses, permits and customs clearance for entry and exit;

(b) Unobstructed access to all sites and locations involved in carrying out the Services;

(c) The privilege of bringing into the country reasonable amounts of foreign currency for the purposes of the Services or for the personal use of such personnel and of withdrawing any such amounts as may be earned therein by such personnel in the execution of the Services;

(d) A firm authorization from the country's Central Bank or other appropriate authority that the foreign exchange component of the remuneration under this Agreement shall be allowed to be transferred to the Consulting Engineer's home country;

(e) Repatriation in the event of emergencies.

5.3 The Client will facilitate the clearance through customs of any equipment, materials and supplies required for the Services and of the personal effects of the Consulting Engineer's personnel.

5.4 Except when exemption has been arranged, the Client shall compensate the Consulting Engineer for the unrecovered cost of any taxes, duties, levies and other impositions under the laws and regulations in the country where the Services are carried out in respect of:

(a) Any payments made to the Consulting Engineer or the personnel he brings from other countries for the purpose of carrying out the Services;

(b) Any equipment, materials and supplies brought into the country for the purpose of carrying out the Services and which, after having been brought into the country, will be subsequently withdrawn therefore;

(c) Any property brought into the country by the Consulting Engineer or his personnel for their personal use or consumption which, after having been brought into the country, will, if not consumed, be subsequently withdrawn therefore upon the departure of the Consulting Engineer and his personnel;

(d) Any stamp and other duties payable on documents.

5.5The Client shall make available, free of charge, to the Consulting Engineer and his personnel, for the purpose of the Services, the equipment and facilities described in Appendix C.

5.6 In the event that the Consulting Engineer is delayed in obtaining the equipment and/or facilities set forth in Appendix C, he shall notify the Client of such delay and shall be entitled to appropriate time extension and proportional remuneration for completion of the Services.

5.7 It the anticipated equipment and/or facilities are not forthcoming the Client and the Consulting Engineer shall agree on how the affected part of the Services shall be carried out and upon a revised remuneration therefore.

5.8 The Client will in conjunction with the Consulting Engineer arrange for the selection and provision of counterpart personnel where required, as indicated in Appendix C hereto. Counterpart personnel will be trained by and work under the exclusive direction of the Consulting Engineer. In the event that any member of the counterpart personnel fails to perform adequately the work assigned to him by the Consulting Engineer, provided such work assignment is consistent with the position occupied by the staff member, the Consulting Engineer may request that he be replaced and such request shall not be unreasonably refused.

If counterpart personnel are not provided in accordance with Appendix C, the Client and the Consulting Engineer shall agree on how the affected part of the Services will be carried out and upon a revised compensation therefore.

5.9 The Client undertakes to arrange the provision of services from others in accordance with Appendix C hereto. The Consulting Engineer shall co-operate with the firms and/or individuals listed in the Appendix.

In the event that the Consulting Engineer is delayed in obtaining the services from others set forth in Appendix C he shall notify the Client of such delay and shall be entitled to appropriate time extension and proportional remuneration for completion of the Services.

If the anticipated services are not forthcoming, the Client and the Consulting Engineer shall agree on how the affected part of the Services will be carried out and upon a revised remuneration therefore.

The Client shall hold the Consulting Engineer harmless against any losses or claims resulting from the failure of others to provide the services to be arranged by the Client in accordance with Appendix C.

6 SETTLEMENT OF DISPUTES

6.1 Any dispute or difference arising out of the Agreement, including those considered as such by only one of the Parties, shall be finally settled under the Arbitration Rules and Procedures stipulated in Part II of this Agreement. The Arbitrator's decision shall be final and binding on both parties. The resulting award shall be in lieu of any other remedy.

The Arbitrators) will not be of the nationality of either the Client or the Consulting Engineer.

7 PERSONNEL

7.1 The Services shall be carried out by personnel specified in Appendix B hereof for the respective periods of time indicated therein, provided that the Consulting Engineer may make such reasonable adjustments in such periods as may be appropriate to ensure the efficient performance of the Services.

7.2 The Consulting Engineer shall designate a Project Leader to be in charge of the project and to be responsible for liaison between the Client and the Consulting Engineer.

7.3 Should it become necessary to replace any person specified by name in Appendix B hereof, the Consulting Engineer shall forthwith arrange for such replacement with a person of comparable experience.

The party requesting the replacement shall be responsible for the financial consequences thereof, except in the cases when the Consulting Engineer's personnel are replaced for reasons of proved misconduct, inability to perform or violation of laws.

All such requests, for whatever reason, must be presented in writing with the particular reasons stated.

7.4 The Client's individual experts, if any, assigned to participate in the Services and specified in Appendix C hereof, shall only be appointed with the agreement of the Consulting Engineer and shall be remunerated by the Client. These experts may not be removed or replaced except by the Client acting in consultation with the Consulting Engineer. In all other respects such persons shall be subject to the administrative direction and supervision of the Consulting Engineer.

Notwithstanding the appointment of such persons by the Client, the Consulting Engineer shall at all times retain full and unseverable responsibility for the due performance of his obligations hereunder. and for the satisfactory completion of the Services. The Client shall be liable for these experts' errors and/or omissions unless otherwise stated in Part II of this Agreement.

8 REMUNERATION OF THE CONSULTING ENGINEER

8.1 The Client shall remunerate the Consulting Engineer in respect of the Services in accordance with the conditions set forth in Appendix D.

8.2 In the event of any services being required supplementary to those detailed in Appendix A due to circumstances arising beyond the control of the Consulting Engineer and which could not reasonably have been foreseen or for any additional services, alterations or modifications as agreed between the Parties and resulting from the Client's specific requests which cause amendments to the Services or termination of this Agreement, the Consulting Engineer shall receive additional remuneration which shall be computed on a time basis together with all reimbursable costs incurred.

8.3 In the case of delay on the part of the Client the Consulting Engineer, to the extent that such delay results in extra cost, shall be entitled to additional remuneration. Such additional remuneration shall be computed on a time basis together with all reimbursable costs incurred.

8.4 If the remuneration is stipulated as a lump sum plus reimbursable costs an agreed index for escalation of the sum shall be specified in Appendix D.

9 PAYMENTS TO THE CONSULTING ENGINEER

9.1 The Client shall effect payments to the Consulting Engineer in accordance with the payment schedules and in the manner set forth in Appendix D.

9.2 Amounts due to the Consulting Engineer shall be paid promptly. If the Client fails to pay the Consulting Engineer within forty-five (45) days the Client shall pay interest as from the date of receipt of the invoice at the rate specified in Appendix D.

9.3 If any item or part of an item of an invoice rendered by the Consulting Engineer is disputed or subject to question by the Client, the payment by the Client of that part of the invoice which is not contested shall not be withheld on those grounds and the provisions of Clause 9.2 shall apply to such remainder and also to the disputed or questioned item to the extent that it shall subsequently be agreed or determined to have been due to the Consulting Engineer and interest at the rate specified in Appendix D shall be paid on all disputed amounts finally determined payable to the Consulting Engineer.

9.4 All payments made by the Client on account of foreign exchange costs shall be available for repatriation by the Consulting Engineer unless specific provision to the contrary is included in Appendix D.

9.5 Whenever it shall be necessary to evaluate one currency in terms of another for the purpose of the payment of an amount specified in Appendix D the rate of exchange applicable shall be the selling rate published by an official source, in the country where the Services are being carried out, on the date the payment was due.

9.6. Except in the case of lump sum agreements the Client may nominate a reputable firm of accountants to audit all amounts claimed by the Consulting Engineer. Advance written notice of not less than three (3) working days must be given to the Consulting Engineer by the Client, or the firm of accountants, of such audit which shall be carried out during normal working hours at the place where the records are maintained.

PART I

STANDARD CONDITIONS

PROVISIONS SPECIFIC TO PROJECT