AGREEMENT

THIS AGREEMENT is made the day of One Thousand Nine

Hundred and Ninety-seven BETWEEN zzzzzzzz and xxxxxxxxxxxx both of

Post Office Box Number ,,,,,,,,,,, Nairobi in the Republic of

Kenya (hereinafter collectively called "the Vendors" which

expression shall where the context so admits include their and

each of their respective personal representatives and assigns) of

the one part and yyyyyyyyyyy Ssssssssssss and bbbbbbbbbbbb both of

Post Office Box Number ,,,,,,,,,,, Nairobi aforesaid (hereinafter

called "the Purchasers" which expression shall where the context

so admits include their and each their personal representatives

and assigns) of the other part.

WHEREAS:-

1. a) rrrrrrrrrr ENTERPRISES LIMITED (hereinafter called "the

Company") is a Company incorporated in the said Republic

of Kenya having an authorised capital of Kenya Shillings

One Hundred Thousand (K.Shs.100,000/=) divided into One

Thousand (1000) Shares of Kenya Shillings One Hundred

(K.Shs.100/=) each; of which One Hundred and Two (102)

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 (hereinafter called "the said shares") have been issued

to the Vendors and are fully paid or credited as fully

paid as follows:

(i) xxxxxxxxxxxxxx 51 share

(ii) Ssssssssssssssss 51 share

b) The Vendors have fully paid up their respective shares

mentioned above.

c) The Vendors are the only shareholders of the Company

d) The Vendors are the only Directors of the Company.

e) The Company is the owner of all that piece of land known

as Land Reference Number 9/………./2 ("the said property")

and apart from the said property the Company does not

own any other land or assets.

2. The Vendors have agreed to sell and the purchasers have

agreed to purchase the said shares for the consideration and

on and subject to the terms and conditions hereinafter

appearing.

NOW IT IS HEREBY AGREED AND DECLARED as follows:

1. The Vendors hereby agree to sell and the Purchasers hereby

agree to purchase the said shares free from all trusts liens

charges and encumbrances but with all dividends and rights

attaching thereto.

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2. The total consideration payable by the Purchasers for the

said shares shall be the sum of Kenya Shillings Twenty Nine

Million (KShs.29,000,000/=) of which the sum of Kenya

Shillings Twelve Million Five Hundred Thousand

(KShs.12,500,000/=) has been paid by the Purchasers to the

Vendors (receipt of which sum the vendors hereby

acknowledge).

3. The completion of the sale and purchase of the said shares

shall take place on or before the Sixtieth (60th) day from the

date hereof (hereinafter called "the Completion Date") at the

offices of Messrs. Salim Dhanji and Company Advocates in

Nairobi aforesaid; provided that the parties may by agreement

extend the Completion Date.

4. On the Completion Date:-

A. The Vendors shall deliver or cause to be delivered to

the Purchasers’ Advocates the following:-

i) duly executed Transfers of the said shares in

favour of the Purchasers or their nominee(s) as

directed by the Purchasers;

ii) the Common Seal of the Company and all documents of

title to the said property and any other documents

relating to the affairs of the Company;

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 iii) the share certificates in respect of the said

shares;

iv) copies of Annual Returns filed at the Registry of

Companies since incorporation up to 1996 showing

clearly that the Vendors are the only shareholders

of the Company.

v) A Certificate from the Registrar of Companies

stating, inter alia, that the Vendors are the only

shareholders of the Company

vi) written resignations of all the Directors,

Secretaries and Auditors of the Company, such

resignations also to contain confirmation that they

have no claim of whatsoever nature against the

Company;

vii) the Company's Auditors' Certificates in connection

with the value of each share for Stamp Duty

purposes;

viii) waiver of rights of pre-emption;

ix) minute books, secretarial files, the register of

members and other records of the company (if any);

x) a Rates Statement showing that rates payable for

the period ending on the Completion Date in respect

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 of Land Reference Number 9/…………/2 have been paid in

full; and

xi) An official receipt from the Department of Lands showing

that Land Rent payable for the period ending on the

completion date in respect of Land Reference Number

29/…./2 has been paid in full.

B. The Vendors shall cause a meeting of the Directors of

the Company to be held and procure the passing of the

following resolutions:-

i) Resolution approving the Transfers of the said

shares from the Vendors to the Purchaser or his

nominee(s) and authorising the names of the

transferees to be entered in the Register of

Members of the Company subject to the said

Transfers being duly stamped;

ii) Resolution approving the appointment of such of the

persons nominated by the Purchasers as the

Directors of the Company;

iii) Resolution accepting the resignations of the said

Directors and the Secretary of the Company with

immediate effect; and

iv) Resolution appointing such persons as shall be

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 nominated by the Purchasers to be the authorised

signatories to the Company's Bank Accounts (if any)

and withdrawing the authorities of the persons

authorised to operate the Company's said Bank

Accounts (if any) as at the Completion Date.

C. Subject to the Vendors having complied with

clause ,,,,,, & ,,,,,,,, above, the Purchasers shall pay

to the Vendors the balance of the Purchase price, namely

Kenya Shillings Sixteen Million Five Hundred Thousand

(KShs.16,500,000/=).

WITHOUT PREJUDICE to other rights of the parties hereto,

if completion shall not take place on the Completion

Date the innocent party shall be entitled to interest on

the balance of the purchase price namely Kenya Shillings

Sixteen Million Five Hundred Thousand

(KShs.16,500,000/=) at the rate of thirty-six per cent

(36%) per annum.

5. The Vendors who are covenanting for the purpose of this

clause on behalf of themselves and as trustees of the Company

and to the intent that the provisions of this clause shall

continue notwithstanding the completion of the sale hereunder

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hereby jointly and severally warrant to and undertake with

the Purchasers:-

a) That the statements contained in Recitals (1) and (2)

hereto are true and accurate in all respects and that no

person has any right to call for the issue of any shares

in the capital of the Company;

b) That none of the said shares is subject to any charge,

lien, encumbrance or option;

c) That the Balance Sheet and Profit and Loss Account of

the Company for the year to the 31st day of December

1996, a copy of which has been supplied to the

Purchasers, were prepared in accordance with the law and

on basis consistent with the books of account of the

Company and with accounting principles, standards and

practices generally accepted in Kenya for companies

carrying on businesses similar to that of the Company

and disclose a true and fair view of the state of

affairs of the Company and of its result for the year

ended on that date;

d) That the said Balance Sheet includes provisions or

reserves in full for all liabilities (including

contingent liabilities) of the Company and that the

7
 provisions for taxation therein contained are sufficient

to cover all corporation tax and other taxes and levies

for which the Company was, at the date of the said

Balance Sheet or at any time before the date hereof

become liable to be assessed on or in respect of or by

reference to the profits, gains income or earnings of

the Company for any period ending on or before the said

date or the dividends or other distributions, loans,

advances or payments made or consideration given by the

Company on or before the said date on the assumption

that the rate of corporation tax chargeable on the

profits and gains of the Company for the said financial

year will be at the rate in force at close thereof;

e) That the Company is absolutely entitled to all assets

described in the said balance sheet and that the book

debts as appearing in the said balance sheet will

realise, in aggregate, the face value less such

provision, (if any) as was included in the said balance

sheet or has properly been made thereafter;

f) That, since the date of incorporation, the Company has

not carried on any business;

g) That the Company has not entered into any long term or

8
 abnormal contract or undertaken any obligations

whatsoever except such as are usual and necessary in the

ordinary and proper course of its business;

h) That the Company is the beneficial owner free from any

charges, liens or other encumbrances of all that piece

of land situate in the City of Nairobi comprising by

measurement Nought Decimal Five Seven Three Seven

(0.5737) of a hectare or thereabouts that is to say Land

Reference Number 209……../2.

i) That the Company has no outstanding debts, liabilities,

contracts or engagements otherwise than in the ordinary

and proper course of it's business;

j) That there are no outstanding notices or demands served

on the Company in respect of any of its assets;

k) That the Company is not engaged in any litigation or

arbitration proceedings and no prosecutions are pending

or threatened and the Vendors know of no facts or

matters likely to give rise thereto and the Company is

not in default in respect of any obligation whether

contractual, statutory or municipal;

l) That the Company has no subsidiaries;

m) That the Company has not given any guarantees,

9
 indemnities or bonds which remain undischarged;

n) That all returns, particulars, resolutions and other

documents required to be delivered by the Company to the

registrar of Companies have been duly delivered to such

Registrar;

o) That the tax returns of the Company have, at all times

been correct and on a proper basis and are not subject

to any back duty claim or other dispute with the Income

Tax Department.

p) That there has been no material change in the position

or prospects of the Company since the date of the said

balance sheet and profit and loss account which has not

been disclosed to the Purchasers during the course of

the negotiations leading to this agreement.

q) That Land Rent Rates and other outgoings payable to the

Government and/or the Nairobi City Council in respect of

Land Reference Number 9/……./2 for the period ending on

the completion date have been paid in full.

r) that the Company has not agreed to pay and will not

pending the completion pay or agree to pay remuneration

to any Director and will not pending completion create

any charge mortgage or encumber any of the assets of the

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 Company;

s) that the Company has not agreed to issue or granted or

agreed to grant any option to have issued any share

capital of the Company;

t) that the Company has not exercised or purported to

exercise or agreed or claimed any lien over the said

shares;

u) that pending the completion of the sale and purchase no

further shares will be issued in the Company;

v) that the Company has not entered into any service

agreements (written or oral) with any of the officers of

the Company and that the Company will not pending

completion enter into any service agreement;

w) that there are no obligations (whether of a legal nature

or otherwise) of the Company to pay any pension or other

sums to or in respect of any ex-officers of the Company

nor any such obligations will arise at any time in the

future in respect of any present officers of the

Company;

x) that the Company is not under any contingent liability

to pay compensation for loss of office to any Director

or employee of the Company;

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 y) that the Company has not entered into any agreement of

transaction for the sale or acquisition or any assets or

incurred any capital expenditure and that the Company

has not any outstanding commitments for capital

expenditure;

z) the Vendors will at their sole cost and expense procure

the accounts of the Company up to the completion Date to

be audited by the Company's Auditors.

6. The Vendors hereby jointly and severally covenant with the

Purchasers that the Vendors shall not and they shall procure

that the Company shall not, prior to completion as

hereinbefore provided:-

a) Create, extend, grant or issue or agree to create,

extend grant any of the assets or the undertaking of the

Company;

b) Create or issue or agree to create or issue any share or

loan capital of the Company or give or agree to give any

option in respect of any such share or loan capital;

c) Enter into any long term or abnormal contract or capital

commitment;

d) Do or knowingly permit to be done anything whereby the

financial position of the Company shall be rendered less

12
 favourable than at the date hereof;

e) Acquire any assets on hire purchase, lease hire or

deferred terms;

f) Dispose of any or any part of the assets of the Company

including Land Reference Number 209/12032/2 aforesaid or

permit any liens to arise on any such assets.

7. The Vendors hereby jointly and severally undertake with the

Purchasers that they will indemnify the Company and the

Purchasers against any depletion of the assets of the Company

resulting from:

i) any claim or demand for corporation tax or any other tax

surtax or similar tax including V.A.T or duty which may

hereafter be assessed for any period ending on or before

the Completion Date in respect of any income or deemed

income of the Company or any transaction entered into by

the Company and any penalty or interest payable in

respect of such tax surtax or duty.

ii) any claim or demand for land rent rates and other

outgoings which may hereafter be assessed by the

Government or the Nairobi City Council for any period

ending on or before the Completion Date in respect of

Land Reference Number 209/12032/2.

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 iii) any reasonable settlement of any threatened claim or

demand direction apportionment assessment recovery or

counter-action as aforesaid.

iv) any costs reasonably incurred by the Company in

contesting or settling any such claim demand direction

apportionment assessment recovery or counter-action as

aforesaid whether threatened or made.

v) any debt or liability of the Company in respect of the

period ending on or before the Completion Date;

vi) any loss or damage suffered by the Company or the

Purchasers due to any untrue statements contained in

this agreement.

8. Time shall be of the essence in this Agreement.

9. Notwithstanding the completion of the sale and purchase of

the shares, the provisions of this Agreement and the

Agreements, warranties, undertakings and indemnities herein

contained shall continue thereafter to subsist for so long as

may be necessary for the purpose of giving effect to the

provisions of this Agreement in accordance with the terms

thereof and all such Agreements, warranties, undertakings and

indemnities given herein by them jointly and severally shall

be binding upon each of their respective successors and

14
 assigns.

10. The parties shall pay their own costs in connection with the

negotiation preparation settlement and execution of this

Agreement and the Transfer of Shares; but the Purchasers

shall pay any stamp duty payable on this agreement the

Transfer of Shares or any other document prepared pursuant to

or under this agreement.

11. All questions hereafter in dispute between the parties

hereto and all claims for compensation (if any) or otherwise

not eventually settled and agreed between the parties hereto

shall be referred to a single arbitrator in accordance with

the provisions of the Arbitration Act (Chapter 49, Laws of

Kenya) such arbitrator to be appointed in default of

agreement by the Chairman for the time being of the Law

Society of Kenya.

12. Any notice hereunder shall be in writing and shall be

delivered in person or sent by registered post to the address

of the relevant party as shown above. A notice sent by

registered post shall be deemed to be served three days after

posting.

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IN WITNESS WHEREOF the Vendors and the Purchasers have executed

this agreement the day and year first hereinbefore written.

SIGNED by the said )

Zzzzzzzzzzzzzzz )

in the presence of:- )

Advocate )

SIGNED by the said )

yyyyyyyyyyyyyyy in )

the presence of:- )

Advocate )

SIGNED by the said )

ssssssssssssssssssssssss )

in the presence of:- )

Advocate )

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SIGNED by the said )

Mmmmmmmmmmmmmmmm in )

the presence of:- )

Advocate )

DRAWN BY:-

mmmmmmmmmmmm and Company

Advocates
NAIROBI

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