TRINIDAD AND TOBAGO:

PURCHASE AGREEMENT
THIS AGREEMENT is made in triplicate the _____ day of _________ in the year of Our
Lord Two Thousand and between _____(name)_________ of _____(address)_______
(hereinafter called "the Vendor") of the First Part and _________ (name)___________ of
________(address)___________ (hereinafter called “the Purchaser”) of the Second Part and
Terra Caribbean Trinidad Ltd. a company incorporated under the Companies
Ordinance Chapter 31 No. 1 and continued under the Companies Act Chapter 81:01 with
its registered office at 5/7 Sweet Briar Road, St. Clair (hereinafter called “the
Stakeholder) of the Third Part.

WHEREBY IT IS AGREED as follows:

1. The Vendor shall sell and the Purchaser shall purchase the property described in
the first schedule hereto (hereinafter called "the said property") free from all
encumbrances with vacant possession and a good and marketable title (and the fixtures
therein (hereinafter called “the fixtures”) itemized in the second schedule hereto.)

2. The purchase price for the said property (and the fixtures) shall be _____
Trinidad and Tobago dollars (TT$000,000) of which the sum of ______
Trinidad and Tobago dollars (TT$000,000) (hereinafter called “the Deposit”) has
been paid by the Purchaser to the Stakeholder as stakeholder at the request of the
Vendor and the Purchaser upon the signature hereof by way of deposit on account of the
purchase price (the receipt whereof the Stakeholder hereby acknowledges) and which is
to be deposited by it into account No. 1446059 with First Citizens Bank Limited, 44-46
Maraval Road, Newtown and the balance of ______ Trinidad and Tobago dollars
(TT$000,000) shall be paid on the date hereinafter fixed for completion of their purchase.
3. The completion of the purchase of the said property and the fixtures shall take
place on or before the ___________________ of which time shall be of the essence at
the office of the Purchaser’s Attorney,
______________________________________________________________ (address)
whereupon:

(a) The Purchaser shall pay to the Vendor the balance of the purchase price;

(b) The Vendor shall execute a deed of conveyance /assignment of the said
Property to the Purchaser or his nominee which deed is to be prepared by
the Purchaser’s attorney at law at the latter’s expense (and a chattel
receipt for the fixtures to be similarly prepared and executed); and

(c) The Vendor shall deliver up to the Purchaser vacant possession of the
said property (and the fixtures).

4. The purchase price for the said property shall be the sum of
__________________ and for the fixtures the said sum of __________.

5. (a) Should the Purchaser fail to pay the balance of the purchase price on the date
hereinbefore stipulated, the Stakeholder shall pay the Deposit thereon to the Vendor (by
way of liquidated damages) and without prejudice to any of his other rights hereunder
including his sole discretion to rescind this agreement and resell the said property (and
the fixtures).

(b) Should the Vendor fail to produce a good and marketable title to the said
Property or be in breach of this Agreement then and in such case the Vendor shall at the
request of the Purchaser refund in full the deposit hereby made by the Purchaser either
without prejudice to the right to pursue any other remedies for such breach or by way of
liquidated damages.

6. If the building on the said Property is damaged or destroyed by fire or other insurable
casualty before the date hereinbefore stipulated for completion of this agreement, the
Purchaser shall have the option of either taking the said property and the fixtures as is,
together with any insurance proceeds payable to him by virtue of such loss or damage or
of cancelling this agreement and receiving a return of the deposit. Such option shall be
exercised by the Purchaser within 14 days of receiving notice of the occurrence of such
an event.
7. The Stakeholder shall not be bound in any way by any agreement between the
parties hereto whether having knowledge thereof or not and assumes no duty liability or
responsibility herein other than to hold the Deposit as stakeholder and turn same over to
the person entitled thereto as herein provided.

8. In the event of a dispute between the parties hereto as to whom the Deposit
should be paid, the Stakeholder shall continue to hold same in the account as aforesaid.
Unless settled by prior negotiation, a claim or dispute arising out of or in connection with
this agreement shall be submitted to mediation by Dialogue Solutions Limited located at
15 Wainwright Street, St. Clair (hereinafter referred to as “the Centre”) within seven days
of one side giving written notice to the other of such dispute and the intention to refer it to
mediation by the Centre. A reference to mediation shall not prejudice the rights of the
parties hereto. The cost thereof shall be borne or fully paid by order of the Centre.

9. The Vendor and the Purchaser jointly and severally hereby indemnify and hold
harmless the Stakeholder against and with respect to any and all claims, suits, actions,
proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities
and other expenses arising out of or based on any act, omission, alleged act, or alleged
omission by the Stakeholder, with the exception of negligence or wilful misconduct of the
latter.

10. The Stakeholder shall be obliged to perform such duties and only such duties as
are specifically set forth herein and no implied covenants or obligations shall be read into
this agreement.

11. The Stakeholder may rely and shall be fully protected in acting upon any
certificate, notice or other paper or document which it reasonably believes to be genuine
and to have been signed or presented by any of the parties to this agreement, or in the
case of facsimile transmission, to have been so sent.

12. The Stakeholder’s responsibilities and liabilities herein, except as a result of its
negligence or wilful misconduct shall terminate upon delivery by it of the Deposit and
documents under any provision of this agreement.

13 The Stakeholder shall not be obliged by virtue of this agreement to spend any of
its own funds or take any action which could, in its reasonable opinion, result in any
costs or expenses being incurred by the Stakeholder. In the event any such costs or
expenses are incurred, the Vendor and the Purchaser shall jointly and severally
reimburse it for such costs and expenses.
14. None of the terms or provisions of this agreement may be waived, altered,
modified or amended except in writing signed by the parties hereto.

15. Any notice required or permitted to be signed hereunder shall be in writing and
be (i) personally delivered or (ii) sent by facsimile transmission to the parties hereto at
the addresses stated herein.

16. This agreement is governed by and shall be construed in accordance with the
laws of Trinidad and Tobago.

17. In these presents where the context so requires or admits the expression "the
Vendor" shall include his/her legal personal representatives and successors-in-title and
the expression "the Purchaser” shall include his/her successors-in-title. Words in the
masculine shall include the feminine and neuter gender.

IN WITNESS WHEREOF the parties hereto have set their respective hands on the day
and the year appearing next to their respective signatures.

THE FIRST SCHEDULE ABOVE REFERRED TO

ALL AND SINGULAR the said Property known as __________________ described in

the schedule of Deed registered as __________________________.together with the
buildings standing thereon and the appurtenances thereto belonging.

THE SECOND SCHEDULE ABOVE REFERRED TO

(List of the Fixtures)

Signed by the within named Vendor )

(name) )
in the presence of )

Signed by the within named Purchaser )

(name) )

in the presence of )

Signed by the within named Stakeholder )

Terra Caribbean Trinidad Ltd. )
in the presence of )