PROCUREMENT AND CONSTRUCTION AGREEMENT

CONTRACT AGREEMENT

This PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”) is made and

entered into as of ____________ 2017 (the “Contract Date”),

Between

Mr.& Mrs. Stephen and Anne Nsubuga Plot 1211, Kisugu Muyenga, P. O. Box 9291 Kampala,
Uganda (“Employer”),

And

Paul Mwirumubi of Network Civil Engineering Contractors, a company incorporated in Uganda

and having its principal office at Plot 1, Senfuka Road Muyenga, P.O. Box 10585 Kampala,
Uganda (“Contractor”).

RECITALS

WHEREAS, the Employer intends to build and operateProject Facilities, WHEREAS, the
Contractor represents that it is a skilled contractor with experience in the construction of
facilities similar in type and scale to the Project Facilities and the procurement of plant, materials
and equipment for the Project Facilities; and

WHEREAS, Employer, relying on the above representation, desires to engage Contractor for,
and Contractor desires to perform, the construction of the Project Facilities and the procurement
of plant, materials and equipment for the Apartments on the basis set out in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

ARTICLE 1 SERVICES

1.1 Project Facilities

“Project Facilities” means Apartments in the Kisugu, Muyenga located in

Makindye Division, Kampala City council (“Target Jurisdiction”).

1.2 Scope of Work

(a) Contractor shall provide those services as specified in the Approved Drawings, Bills
of quantities and work ProgramAppendix A.

1.3 Schedule
(a) Employer shall give Contractor not less than [7] days' notice of the date for the
commencement of the Work (the "Commencement Date"). The Commencement Date
shall be within … days after the date on which the Agreement is executed by both
Parties.

(b) The “Target Substantial Completion Date” is the date the Contractor is required to
achieve Substantial Completion of the entire Project Facilities, and shall be the date
stated in Work Program Appendix A, subject to adjustment as will be communicated
in writing between the Employer, Contractor and Project Manager.

(c) Contractor shall perform the Work in accordance with, and subject to the
timing sequences set forth in, the Target Schedule, attached hereto as
Appendix C.

1.4 Term

This Agreement shall come into effective on the Contract Date and shall continue in
full force for a period of _________________ and effect until the expiration of the
Warranty Period.

ARTICLE 2 PRICING AND PAYMENT TERMS

2.1 Pricing

The Contract Price

(a) As full consideration for the proper performance of the Work, and subject to
the conditions and limitations set forth in the Agreement, Company shall
pay Contractor a fixed lump sum price of Uganda Shillings
2,496,300,000/= ( Two billion four hundred ninety six million three
hundred thousand shillings only) subject to adjustment pursuant to the
provisions of this Agreement (the “Contract Price”). To be paid as follows;

Schedule Due date Amount %

First 20th April 2017 900,000,000/= 36 %

Second 20th December 637,750,000/= 26 %

2017

Third 20th September 771,775,000/= 29%

2018

Fourth After completion 123,433,500/= 5%

Fifth 20th January 124,427,500/= 5%

2019
(b)

(c) Contractor warrants that it is fully aware of the e

(d) xtent and nature of the Work and is satisfied that the Contract Price is
correct and sufficient for the provision of the Work and performance of all of
Contractor's obligations under this Agreement.

(e) All rates, sums and prices set out in this Agreement or specified in Change
Orders, including all Provisional Sums (if any), shall be deemed to be all-
inclusive for the Work relative thereto completed in accordance with all the
Agreement requirements and, unless expressly otherwise specified in the
Agreement, are deemed to include:

(i) salaries, wages, allowances including overtime, bonuses,

premiums and other incentive payments, holidays with pay, sick
pay, graduated pensions, contributions made to superannuating
and pension funds or other retirement benefit schemes,
contributions to compulsory and complementary medical and
sickness schemes, welfare facilities, redundancy payment
contributions, industrial training levy, personnel rotation expenses
and shift premiums, and in general all burdens, contributions,
insurance, taxes, VATs and payments, emoluments and expenses
which Contractor incurs and/or effects in respect of its employees
or agents under Applicable Laws including those under statute or
by agreement with national or local Trade Unions or under
company employment policies,

(ii) overheads, profits, contingencies, depreciation, head office

charges, managerial and administrative expenses, all preliminaries
and contract administration, financing costs and bank expenses
including bank guarantees, transfer charges, all taxes and duties,
sabotage charges, insurance premiums and deductibles,
compliance with procedures, and all Applicable Laws, cleaning up
of Project Sites, all downtime and time lost including breakdowns,
repair time, waiting on weather, co-operation with other Company
contractors on Project Sites or for approvals or authorisations to be
obtained by Contractor for the performance of the Work and any
and all direct or indirect costs and expenses due to subcontracting,
including contingencies,

(iii) co-ordination and interface with Company, Subcontractors,

including suppliers of Company Procured Materials, government
and customs authorities, certifying entities, Company's other
contractors and their subcontractors and suppliers and third
parties,

(iv) offices and furnishings, secretarial and clerical services, materials

and equipment including for draughting, office supplies and
 consumable, lighting, electricity, heating and air conditioning,
telephone, telex, telefax, mail and courier services, printing and
reproduction costs, computer and computer-associated costs,
office and lodging accommodation, sanitary and messing facilities,

(v) services for Company use under the Agreement and as set out in
the Appendices,

(vi) compliance with safety requirements and regulations, supply of

safety gear, protective clothing and other protective items, safety
and first aid training, medical care and facilities, fire fighting
equipment, emergency evacuations, all preventive measures,

(vii) supply, handling and storage of all Contractor Procured Materials

and Company Procured Materials and all materials, means,
equipment, including Contractor's Equipment owned or hired, tools
and the like for the performance of the Work,

(viii) facilities and shops including for fabrication, storage and testing,
camps, shelters, temporary works, scaffoldings and the like,

(ix) all consumables (air, gases, grease, oil, fuel, welding consumables
and the like) and utilities (lighting, power, electricity, water),

(x) maintenance, care taking, protection, safekeeping, security

measures,

(xi) inspections, samples and tests, certification, documentation,

controls including quality control and verifications,

(xii) all costs and expenses whatsoever related to subcontracting and

purchase orders including all enquiries, supply, expediting and
transport costs and expenses of whatsoever nature,

(xiii) receipt, handling, inspection, storage, protection and installation of

Company Procured Materials, if any,

(xiv) spare parts for the Completion Inspection,

(xv) labour, supervision, administrative and managerial personnel,

mobilisation and demobilisation costs and expenses for personnel
and equipment, living and hotel accommodation, meals, travel time
and expenses, fares and transportation, visa fees, authorisations,
approvals, permits and licences (including for travels and
missions), preparation of documents for importation and customs
clearance, port charges and fees, unless expressly specified in the
Agreement as being supplied by Company or on a reimbursable
basis,

all Contractor's obligations, liabilities, duties, risks under the terms

of the Agreement, including the ones resulting from
 subcontracting, or as can be inferred therefrom, and/or relating to,
or otherwise connected to the performance of the Work, and in
general everything necessary for the complete performance of the
Work, in full compliance with the Agreement, except if specifically
stated in the Agreement as being supplied by Company or not
included as part of the Work.

(xvi) Wherever in the Bills of Quantities the Contractor does not insert
his price against an item, the value of such items shall be held to
be included in his rates for all other items in the following Bills of
Quantities.

ARTICLE 3

Delay Liquidated Damages

(a) If Contractor fails to achieve the Substantial Completion of the Project Facilities or
Project Milestones/Sections (as the case may be) on or before the Target Substantial
Completion Date or Dates, Contractor shall pay theDelay Liquidated Damages as
follows:

The “Delay Liquidated Damages” Substantial Completion of the Project Facilities is as follows:

Uganda Shillings 200,000/=per day for days 1 through 30 days inclusive;

ARTICLE 4

Delayed payments

(a) If Employer fails to achieve the payments schedule in 2.1 (as the case may be)

The “ Delay in payments” that will affect progress of the project facilities is as follows:

Uganda Shillings 200,000/=per day for days 1 through 30 days inclusive;

IN WITNESS whereof the parties thereto have caused this Contract to be executed in
accordance with the law specified in the Special Conditions of contract on the day,
month and year indicated above.

Signed by:

Name:…………………………………………………… Signature……………………………
Client

In the presence of:

Name:………………………………………………….. Signature…………………………
Witness

Signed by………………………………………….(For Network Civil Engineering

Contractors Ltd.)
Name: PAUL MWIRUMUBI Position: MANAGING DIRECTOR

In the presence of:

Name:………………………………………………….. Signature…………………………
Witness