THIS AGREEMENT is made the day of One

Thousand Nine Hundred and Ninety-eight BETWEEN xxxxxx Hoxxxxxxxxx

(P.O. Box nnnnnn Nairobi), xxxxxxxxxx (P.O. Box …….. Nairobi),

xxxxxxxxxxxxxx (xxxxxxxxxxxxxxxx Persschiera, Italy)

and,,,,,,,,,,,,,,,,,,, (P.O. Box ,,,,,,,,,,,, Nairobi)

(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 yyyyyyyyyyyyy of Post Office Box Number …………. Nairobi

aforesaid (hereinafter called "the Purchaser" which expression

shall where the context so admits include his personal

heirs/representatives assigns and/or nominees) of the other part.

WHEREAS:-

1. a) zzzzzzzzzzzzzzz LODGES LIMITED (hereinafter called "the

Company") is a Company incorporated in the said Republic

of Kenya having an authorised capital of Kenya Shillings

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 One Million Four Hundred Thousand (K.Shs.1,400,000/=)

divided into Seventy Thousand (70,000) Shares of Kenya

Shillings Twenty (KShs.20/=) each;

(b) The Vendors and the Purchaser are shareholders of the

Company. The Vendor’s shares (which are hereinafter

called "the said shares") are as follows:

(i) xxxxxxxxxxxxxxx 5000 shares

(ii) yyyyyyyyyyyyyyyyyyyyy 5000 shares

(iii)zzzzzzzzzzzzzzzz 9600 shares

(iv) vvvvvvvvvvvvvvvv 5000 shares

b) The Vendors have fully paid up their respective shares

mentioned above.

2. The Company is registered as the proprietor of all that piece

of land known as …………………………………… situate at ……………………… ("the

said piece of land and the buildings thereon hereinafter

called “the Lodge Property") from which the Company operates

the business of a lodge.

3. The Vendors have agreed to sell and the purchaser has 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:

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

agrees to purchase the said shares free from all trusts liens

charges and encumbrances but with all dividends and rights

attaching thereto.

2. The total consideration payable by the Purchaser for the said

shares shall be the sum of Deutsche Marks One Hundred and

Fifty Thousand (DMS.150,000/=) which shall be paid by the

Purchaser to the Vendors within a period of Twelve (12)

months commencing 1st July 1999 PROVIDED that the said period

may at the discretion of the Vendors be extended by a maximum

of twelve (12) months if sufficient evidence is shown to the

Vendors that the Lodge business carried out by the Company

cannot sustain payment of the consideration within the first

twelve months. However if the consideration is not paid

within the period herein prescribed or within any extended

period, then the amount remaining unpaid shall earn interest

at the rate of .

3. Payment of the consideration in the manner aforesaid shall in

the meantime be secured by a legal Charge registered in

favour of the Vendors against the Lodge Property. The

Purchaser shall procure execution of the legal Charge by the

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 Company. The Charge shall contain all powers and rights,

statutory or otherwise, vested in a Mortgage.

4 Save for the payment of the consideration as aforesaid, the

completion of the sale and purchase of the said shares shall

take place on or before the 30th day from the date of this

agreement (hereinafter called "the Completion Date") at the

offices of Messrs. Salim Dhanji and Company Advocates in

Nairobi aforesaid.

5. On the Completion Date:-

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

the Purchaser's Advocates the following:-

i) duly executed Transfers of the said shares in

favour of the Purchaser or his nominee(s) as

directed by the Purchaser;

ii) the Common Seal of the Company (if not already in

the Purchaser’s possession) and all documents in

the Vendor’s possession relating to the affairs of

the Company;

iii) the share certificates in respect of the said

shares;

iv) written resignations of the Vendor’s as Directors

of the Company;

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 v) the Company's Auditors' Certificates in connection

with the value of each share for Stamp Duty

purposes;

vi) minute books, secretarial files, and other records

of the company (if any in Vendors’ possession);

B. The Purchaser shall deliver to the Vendors’

Advocates a duly executed legal Charge together with the

title documents relating to the Lodge Property and all

consents requisite for registering the legal Charge.

6. The Purchaser hereby undertakes with the Vendors that he will

indemnify the Vendors against:-

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 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 relevant Local Authority for any

period in respect of the Lodge Property.

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 iii) any claim or demand made in respect of any debt or

liability of the Company;

iv) any reasonable settlement of any threatened claim or

demand direction apportionment assessment recovery or

counter-action as aforesaid.

v) any costs reasonably incurred by the Vendors in

contesting or settling any such claim demand direction

apportionment assessment recovery or counter-action as

aforesaid whether threatened or made.

7. This agreement shall constitute the entire agreement and

understanding between the parties with respect to all matters

and shall supersede any previous agreement(s) between the

parties in relation to the matters referred to in this

agreement.

8. If any term or provision in this agreement shall in whole or

in part be held to any extent to be illegal or unenforceable

under any enactment or rule of law that term or provision or

part shall to that extent be deemed not to form part of this

agreement and the enforceability of the remainder of this

agreement shall not be affected.

9. No variations to this agreement shall be effective unless in

writing and signed by each party or his/her authorised agent.

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10. 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 assigns

and nominees.

11. 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 Vendors shall

pay any stamp duty payable on this Agreement the Transfer of

Shares the legal Charge or any other document prepared

pursuant to or under this Agreement.

12. This Agreement shall be governed by the Laws of the Republic

of Kenya and any dispute arising in connection with any

matter relating to this Agreement shall be referred to a

single arbitrator to be appointed in default of agreement by

the Chairman for the time being of the Law Society of Kenya.

13. Any notice required to be given by either party to the other

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 shall be in writing and shall be served by sending the same

by pre-paid post telex or facsimile transmission or by

delivering the same by hand to the registered office for the

time being of the relevant party and any notice so served

shall be deemed to have been served:

(a) if delivered by hand at the time of such delivery;

(b) if sent by through the post 48 hours after the time of

dispatch and in proving service it shall be sufficient

to prove in the case of a letter that such letter was

properly delivered or stamped addressed and placed in

the post (as the case may be); and

(c) if sent by telex or facsimile transmission at the time

of transmission and in proving service it shall be

sufficient to prove that such telex or facsimile was

duly dispatched to a current telex or telecopy number of

the addressee for the said address for service.

IN WITNESS WHEREOF the Vendors and the Purchaser have hereunto set

their respective hands the day and year first hereinbefore

written.

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SIGNED by the said xxxxxx )

xxxxx in the presence )

of:- )

Advocate )

SIGNED by the said xxxx )

xxxxxxxxxxxxx in the )

presence of:- )

Advocate )

SIGNED by the said yyyyyyyyy )

yyyyyyyy in the presence )

of:- )

Advocate )

SIGNED by the said xxxxx )

xxxxxxxx in the presence )

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of:- )

Advocate )

SIGNED by the said vvvvvvvvv )

vvvvvvvvvvin the presence )

of:- )

Advocate )

DRAWN BY:-

Xxxxxxxxxxxxxxx
Advocates
NAIROBI

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