MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (hereinafter called as an MOU) is made on this ________ day of _________________ 2011 by an between: (ABC), is a Designer / Architect / Consultant company duly organized and existing under the Laws of (Country), having its principal office at (Address) (hereinafter referred to as ABC), AND Echo West International (Pvt.) Ltd. , a company duly organized and existing under Laws of the Islamic Republic of Pakistan, having its principal office at 113/E-1, Gulberg III, Lahore, Pakistan (hereinafter referred to as EWI). WHEREAS, (Client) (hereinafter called the Employer) has invited contractors to submit a Proposal for the Construction of (Project Name) (Project) WHEREAS, ABC and EWI (hereinafter individually called the Party and collectively called the Parties), desire to submit the Tender for the Projects in the form of a Joint Venture. The name of the Joint Venture is EWI-ABC JV (hereinafter called EWI-ABC). NOW THEREFORE, the Parties hereto agree to cooperate with each other as follows: 1. PRINCIPAL OF COOPERATION The Parties shall cooperate in the form of a Joint Venture for this Design / Build (Turnkey - Project). The Parties warrant each other exclusivity of their cooperation and shall not enter into any kind of similar MOU with any other party for the Projects except in case especially agreed in writing. Each Party shall fully cooperate with each other and exchange all information with respect to this Proposal. The object of the EWI-ABC JV is: a) To bid for the Project Name tendered by Employer; b) to perform the temporary / permanent works of Project Name if the tender is awarded to EWI-ABC. 2. SCOPE OF THE PARTIES IN THE JV EWI will be responsible for the entire construction of the Project in line with the terms and conditions and the specifications of the Contract. ABC will be responsible to provide Conceptual Design, Detailed Design and Consultancy Services for the Project in line with the terms and conditions and the specifications of the Contract. 3. TERMS OF MOU & LIABILITIES OF THE PARTIES The Parties shall be jointly and severally liable to the Employer for any and all matters related to the Proposal for the Project. If the JV is awarded the Project(s) by Client it shall be jointly binding on the Parties in accordance with the terms of this MOU and they shall thereupon enter into contract with Client and shall faithfully perform and observe all terms and conditions thereof to each other and to the Client. Parties furthermore commit themselves that in case they are awarded the contract, the Parties shall enter into a more detailed JV Agreement replacing this one depicting every issue in managing the JV in complying with the Contract which could have been addressed in this Pre-bid MOU.

4. RESPONSIBILITIES OF EACH PARTY UP TO THE BIDDING Each Party shall bear its own cost and expenses required for participating in the Bidding of the Project until the official announcement of successful Parties is made by the Employer. Each party shall prepare its own Bidding documents based on the requirements of the Bidding Documents and necessarily discuss with each other to adjust the contents of the Bidding Documents for submission to the Employer, if necessary. 5. MANAGING PARTY and JV ORGANIZATION & MANAGEMENT It is hereby agreed between the parties that ________ shall act as the Leader of the JV. The Leader is authorized to act on behalf of the Joint Venture during Proposal submission and coordination with the Employer from the time of Prequalification Submission up to the announcement of the successful Parties. 6. PERSON IN CHARGE AND PRINCIPAL PLACE OF BUSINESS OF THE JOINT VENTURE During the Bidding Process, any communication and all notices from the Employer and others concerning to the Projects shall be addressed to the Following: _________________________________________ _________________________________________ ` 7. CONFIDENTIALITY Each Party shall treat the information in relation to this MOU and the Projects as well as all or any submission to the Employer as confidential and shall not disclose or cause it to be disclosed to any other party whatsoever or use it for any purpose other than for the implementation of this Agreement without the written consent of the other Party. 8. LANGUAGE All correspondences, documents and communications either verbal or written between the Parties shall be in English Language. 9. ARBITRATION All disputes arising out of or in connection with or related to this Agreement shall be finally settled in ________________________ Under ___________________. 10. Effectiveness This Agreement shall take effect upon the signatures made by all Parties and shall not be terminated by any of the parties hereto until any of the following events occurs: a) The Employer decides that the bidding process for the project is cancelled. b) The Parties sign another agreement to entirely replace this Agreement. c) By unanimous decision of the Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by the duly authorized representatives on the date first above written. Signed by: _________________________ For and on behalf of ABC Signed by: _________________________ For and on behalf of Echo West