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This CLEARING AGENCY AGREEMENT is entered on .by and between VEEPEE GROUP OF COMPANIES, having its principal place of business at, Km.38, Abeokutta Motor Road , Ogun State, Nigeria, hereinafter referred as the Principal and . A Clearing Agent ( Corporate /partnership/limited liability company ) ,hereinafter referred as the Contractor ,with its principal place of business at .. .

Sec.1 DEFINITIONS : For this purposes of this Agreement the following definitions apply to the following terms. 1.(1): Principal means Veepee Industries Ltd/ Arvee Industries Ltd/Shilpee Electronic Gravures Ltd/ Bhumee Inks and Resins Ltd/ Abvee Industries Ltd/ Veevee Paper Products Ltd/ Vtri Investment Ltd. 1.(2): Contractor shall mean the Clearing Agent. 1.(3): Contract Price shall mean the price payable to the Clearing Agent as agreed for each consigned Job as instructed by the Principal . 1.(4): Completion shall mean the fulfillment of the related service for which the Clearing Agent namely Contractor , has been employed. 1.(5): Goods shall mean all of the commodities ,raw materials, machinery ,equipment and other materials that has been imported by the Principal . 1.(6): Sub Contractors shall mean any natural person-private or government or a combination of the above to whom any part of the Goods to be cleared or to be carried is delegated to by the Contractor .

2 WHEREBY IT IS UNDERSTOOD AND AGREED AS follows:

Sec.2: DUTIES OF THE CONTRACTOR: 2.(1): As per the instruction by the Principal in respect to the allotted consignment to the Contractor , in view of the Goods hereunder, the Contractor shall follow the said , Goods as soon as they arrive in Nigeria for the purpose of clearing them out of the Seaports/Airports within the legally stipulated period of time . ,except in respect to delay as to the reason caused by the Principal or by any regulatory authority (ies) which should be within the knowledge of both the parties. 2.(2): The Contractor shall obtain all relevant documents , and make payments to relevant and concerned organizations and also arrange for inspections and /or submission of any necessary documents as per the Rules and Regulations of the Nigerian Port Authority Acts and also as per other rules and regulations as per the laws of Nigeria in respect to Clearing and Forwarding , and thereby protecting the interest of the Principal as the case maybe. 2.(3): The Contractor shall transport the Goods to the final designated warehouse as instructed by the Principal anywhere in Nigeria as stated in each carriers Notes/Waybill with due care and caution and dispatch them in good conditions. 2.(4): The Contractor shall return the empty containers to the relevant Shipping Companies and complete all other necessary formalities required of the Principal .

Sec.3: RESPONSIBILITIES OF CONTRACTOR: 3.(1): The Contractor agrees to be held responsible to the Principal , for any loss or damage to all the Goods , that has been assigned to them in their course

3 of Duty, in respect to clearing/forwarding and also in carriage arising from whatever course from the commencement of Loading and Transit, up to and inclusive of offloading, at the place of final destination, except the same would be exempted to matters that arise by Act of God, force major or purely accidental that arise beyond the control of the Contractor , where it is shown and proved that there lies no negligence both directly or indirectly on the part of the Contractor . 3.(2): The Contractor , agrees to keep the Principal , informed at all times of any Loss/ Damage/or Whereabouts, to the said Goods ,while in custody of the Principal during their course of duty and thereby Indemnifies the Principal , against any such Loss/Damages/ Actions/Costs/Expenses Whatsoever arising out of /or in Connection with the use of Vehicles for the Carriage of Goods , unless such actions are justified within the meaning of Sec.3.(1). 3.(3): The Contractor , agrees to ensure that all the Vehicles that are being used for haulage with open roofs, to be covered at all times during transit with Tarpaulin to prevent rainfall/rainwater from entering and course damage to the said consignment and in cases if there be any breakdown of the vehicles the Contractor Shall provide adequate security to the said consignment in transit. 3.(4): The Contractor , agrees to make available upon request by the Principal /or make sure that the documents of the Vehicles that is being used for such haulage is in order before such transportation of Goods , in respect to .., the current vehicle particulars, vehicle license, road worthiness Insurance Certificate etc.. and other necessary permits/license, needed to haulage such consignment and shall be liable for breach of any such rules or regulations including towards any claim for damages in respect to delays/damages caused, to the Principal due to the above factors. 3.(5): The Contractor , herby agrees and undertakes to make sure that all such conveying Vehicles that is being used to haulage , Goods belonging to the Principle ,shall be road worthy and in perfect condition for carriage of Goods.

4 Sec. 4: GENERAL RULES AND REGULATION OF THE CONTRACTOR: 4.(1): ELIGIBILITY: The Contractor , Shall present all Certificates of Eligibility to carry on the said Clearing/Forwarding business in Nigeria, including Certificate of Incorporation, Registration License and other relevant documents to the Principle as and when required. 4.(2): CONTRACT PRICE: The Price charged by the Contractor for jobs carried out and other related services performed under any contract shall be in accordance with the agreed terms of the Principle and shall be payable only in accordance with the terms of the contract and the same shall not vary from the quoted prices as agreed upon by the Principal and Contractor , with the exception of any price adjustment agreed to by the Principal . 4.(3) TERMS OF PAYMENT: 4.3(1):The Contract price ,including any Advance Payments, if applicable Shall be paid as agreed in the Contract and in the request for any such payment Shall be made to the Principal , in writing accompanied by invoices describing as appropriate to the jobs carried out and in performance of related services ,in addition to the fulfillment of all other obligations stipulated and agreed upon in the Contract. 4.3(2): The Payment shall be made promptly by the Principal , but in no case later than . Days, after submission of Payment request by the Contractor . 4.3(3): The Principal and Contractor ,Shall have agreed in prior as to what portion of expenses Shall be borne by either parties ,thereby avoiding any misconstrue in respect towards fees ,taxes, duties etc.

5 4.(4): BENEFITS: If any tax exemptions, reductions, waivers, allowances or privileges may be available to the Principal , the Contractor Shall use its best efforts and professionalism to benefit from any such saving to the maximum allowable extent. 4.(5): SUB-CONTRACTING: 4.5(1): Where any part of the job, assigned by the Principal , has been SubContracted, the Contractor ,Shall be held liable for all losses or liabilities as if the Contractor , is the one that is directly carrying out the said job. 4.5(2): In case any part of the job as been assigned to the Sub-Contractor, as the case may be, the Sub- Contractors Shall comply with all the conditions expected by the Contractor . 4.(6):LIABILITY OF THE CONTRACTOR : The Contractor Shall be liable to all drivers, Mechanics, haulage vehicles, assistants and Shall be presumed as Contractors Servants , in the course of duty and /or under Contractor s orders, supervision, control who in turn Shall be solely responsible for any injury to/damage suffered by them or caused by them to any person/persons or property arising from whatsoever cause in respect towards /or in connection with the use of the haulage vehicles and in carrying out their jobs. 4.(7): FORCE MAJEURE: 4.7(1): The Contractor Shall not be liable for forfeiture of his Rights or any forms of liability, if and to the extent that his non-performance or low standard of performance of his obligations is in the direct result of an event of Force majeure .

6 4.7(2): For the purpose of this Agreement Force majeure , means an event or situation beyond the control of the Contractor , that is not foreseeable/is unavoidable/and its origin is not due to negligence or lack of care on the part of the Contractor eg Quarantine, War, Revolutions, Acts of Foreign Hostilities, Fright Embargoes etc . . 4.7(3): If such a situation of Force majeure arises, the Contractor Shall promptly notify the Principal herein in writing of such condition and the cause thereof. Unless otherwise directed by the Principal formally, the Contractor , Shall continue to perform his obligations under the Contract, as far as is reasonably practical and Shall seek all reasonable alternative means for performance not prevented by the Force majeure event. 4.(8): TERMINATION : The Principal without prejudice may terminate the Contract and suspend this Agreement by written notice or consensus verbal agreement totally or partially if . . 4.8(1): If the Contractor , fails to deliver part or all of the Goods which has been consigned to him within the period specified in the Contract. 4.8(2): If the Contractor , fails to perform any of his obligations substantially. 4.8(3): If the Contractor , in the judgment of the Principal , and at least a witness has engaged in fraudulent, corrupt, coercive, or had entered into an collusion directly or indirectly against the Law of Federal Republic of Nigeria. 4.8(3): If the Contractor , becomes insolvent and in such events 4.8(4): If the Principal ,does not feel convenient anymore with the services of the Contractor , with a Notice of not less than fourteen (14) days to the

7 Contractor . 4.9: PERIOD: This Agreement Shall be in force throughout the period of the Contract commencincing from the date of this Agreement and same may be reviewed by Consent of both the parties. In Witness Whereof the Parties hereto have caused this Agreement to be executed in accordance with the Law of Federal Republic of Nigeria .. of ..2010.

.. Witness

Director

Witness Director