2010 OPERATING LEASE AGREEMENT

Between
XXXXX AND

SPRINT POWER & ENERGY LIMITED

OPERATING LEASE AGREEMENT

THIS AGREEMENT is made this 15th day of JULY, 2010 BETWEEN XXXX of # XXXX {hereinafter called the Contractor} of the one part AND Messrs SPRINT POWER AND ENERGY LIMITED of Suite 17A, Humuani Plaza, 82, Kudirat Abiola Road, Oregun, Ikeja, Lagos, {hereinafter called the Carrier} of the other part. The Contractor is the owner of equipment specified in Appendix A to this Agreement and drives and/or will provide drivers fully qualified under all applicable state and federal laws to operate that equipment in intrastate and interstate haulage of Nestls products. However, in case the Contractor lacks necessary capability to handle pre-qualification and selection of driver(s), the Carrier and Contractor shall jointly perform this task to select competent driver(s) to operate the equipment; In this circumstance, the details shall be as specified in Appendix C attached hereto and made a part hereof. The Carrier has haulage contract with Nestl Nigeria Plc and operates a haulage business. The Carrier desires to retain the equipment and driver services in order to meet its transport commitment. Contractor desires to lease its equipment with a driver or drivers to Carrier, and Carrier desires to lease that equipment with driver(s) to meet its transportation requirements for its customer Nestl Nigeria Plc, and for good and lawful consideration, the parties agree as follows: 1. Copies of this Agreement: This Agreement shall be executed in duplicate. The Carrier will give one executed copy of this Agreement to the Contractor and retain the other executed copy for itself. 2. Exclusive Possession and Control by Carrier: Carrier shall have the exclusive possession, control and use of the equipment and driver attached to the equipment, and shall assume full responsibility for the operation of the equipment, for the duration of the lease. 3. Ownership of Equipment: Ownership of the equipment shall reside with the Contractor 4. Status of Contractor as Independent Contractor: The Contractor shall be an independent Contractor with respect to the transportation operations conducted on behalf of the Carrier at all times during the period this lease is in effect. However, the Carrier shall be responsible for the payment of Salary and accruing monthly trip allowances to the driver(s) and truck-mate(s) manning the equipment, with same being deducted from the payment due to the Contractor monthly. 5. Record of Transactions: Carrier shall prepare and keep records covering each trip for which Contractors equipment is used in Carriers service. 6. Compensation to Contractor: Compensation to the Contractor for the lease of the equipment and transportation services provided by the Contractor shall be at the rates specified in Appendix B attached hereto and made a part hereof. 7. Fuel Expense: The Carrier shall pass on to the Contractor one hundred percent (100%) of any fuel expense imposed by Nestl Nigeria Plc for the transportation of its products.

SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT

8. Payments to Contractor: Carrier shall pay Contractor for all services provided under this agreement within twenty (20) calendar days of following month for jobs carried out in previous month. However, in case of any delay of payments from Nestl, the Carrier shall avail the Contractor of contacts to make independent enquiry. 9. Documentation Supporting Contractors Compensation: The Contractors compensation shall be made as specified in Appendix B. Carrier shall provide the Contractor before or at the time of settlement, a copy of the applicable rated customer invoice, delivery notes and rate quotes from which the rates or charges shown on customers invoice are computed, or a computer generated document containing the same information. 10. Expenses Incurred in Operating Equipment: Except as may otherwise be provided in this agreement, Contractor shall bear the operational expenses incurred in performing the transportation services requested by Carrier under this lease agreement. Those expenses shall consist of and are not limited to: fuel, fuel taxes, permits of all types, tolls, ferries, base plates and license, fines and penalties resulting solely from the acts or omissions of Contractor, insurance costs relating to insurance coverage required to comply with this agreement, federal highway use tax on the equipment, federal, provincial, state or city income taxes, and any self-employment or payroll taxes; and any sales, dues, excise and other taxes due and owing to ownership or operation of the equipment. Contractor shall also bear any expenses necessary to maintain the equipment in compliance with all applicable Nestls, federal and state safety laws and regulations. 11. Cession: Carrier shall not cede use of the trucks that are subject to this agreement to another contractor/user without the written consent of the Contractor covered by this agreement. 12. Appointment of fleet Manager: Contractor shall appoint a fleet manager (at his own cost) to manage the truck(s) under the supervision of the Carrier, else the Carrier shall manage the fleet on his behalf. 13. Loss and Damage Claims: Carrier shall provide Contractor with a written explanation and itemization of any deductions for product(s) loss/damage to be deducted from Contractors compensation. Contractor will be provided a reasonable opportunity to present to Carrier any documentation or other evidence demonstrating that the loss or damage was not due to Contractors act or omission or that of its employees. Except in the case of concealed loss or damage where the consignee did not have a reasonable opportunity to inspect the goods upon delivery, the presentation of a signed, clear delivery receipt will be considered adequate to establish, without more, that the Contractor was not responsible for the loss or damage. In no event will any deductions for alleged product loss or damage be made against the Contractors compensation until all documentation supporting the claim has been provided by the Carrier, and Contractor has been given a reasonable opportunity to respond. 14. Carriers Insurance Coverage: Carrier is legally obligated to maintain insurance for the protection of Nestls products. Carrier will maintain and bear jointly with the Contractor the cost of all required insurance covering goods-in-transit (GIT).

SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT

15. Insurance on Equipment: Contractor shall obtain comprehensive insurance on the equipment as specified by state and federal laws and make copies of such insurance available to the Carrier at the point of transferring the equipment to Carriers custody. The renewal of such policy as at when due shall be the responsibility of the Contractor. 16. Escrow Account: Carrier shall not retain any funds belonging to Contractor or establish any escrow or reserve account for Contractor. 17. Notice: Any notice required or permitted by this agreement to the Carrier shall be deemed conclusively provided when hand delivered to Carrier at any of Carriers terminals, or to either the Carrier or the Contractor when deposited by either party in the Nigeria postal service mail with first class postage prepaid, or electronically properly addressed to the other party as follows:

Contractor Name:............................................... Street................................................. City................................................... State:................................................. Tel.: E-mail:

Carrier Name: Sprint Power & Energy Limited Suite 17A, Humuani Plaza, 82, Kudirat Abiola Way, Oregun, Lagos-Nigeria Tel.: 234 807 316 2030, 802 843 7452 E-mail: wale_aloyin@yahoo.co.uk

Should the address of either party change, notice of the new address must be provided by first class mail within five (5) business days of that change. 18. Entire Agreement Modification: This agreement, with the attached Appendices A-C, constitutes the entire agreement and understanding between the parties and shall not be modified, altered, changed or amended in any respect unless in writing and signed by both parties. 19. Effective Date and Duration of Agreement: This lease shall be effective as of the date and time the agreement is executed by both parties and shall continue in effect until terminated in accordance with the provisions of this agreement. It is contemplated that the term of this agreement will be for not less than two (2) years from the date of execution of agreement. Should Contractor or Carrier breach any of the terms of this agreement, the other party will give written notice to the other party. If either party desires to terminate the agreement without cause, forty-five (45) days written notice must be provided to the other party. 20. Governing Law, Disputes and Remedies: This agreement shall bind the two parties and capable of being legally enforced. This agreement shall be governed under the laws of the Federal Republic of Nigeria and disputes arising under this agreement shall first be settled mutually and where this fails, the help of Alternative dispute resolution system of Nigeria in the first instance shall be sought.
SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this agreement this --- day of ------2010 and same shall be considered binding upon both parties and shall remain in full force and effect unless and until terminated according to the terms of this agreement. SIGNED AT _____________________ ON THIS _____ DAY OF _____________________ 2010

Duly Authorised for and on behalf of Contractor NAME SIGNATURE WITNESS NAME SIGNATURE ADDRESS ADDRESS

Duly Authorised for and on behalf of Carrier NAME SIGNATURE WITNESS NAME SIGNATURE ADDRESS ADDRESS

SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT

List of Appendices Equipment Particulars/Specification ................................................Appendix A Specification of Compensation and Fuel Expense............................Appendix B Declaration of Responsibility for Driver(s) action...........................Appendix C

SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT

Appendix A Equipment Particulars/Specification

S/N

MAKE

MODEL

ENGINE NUMBER

CHASIS NUMBER

REGISTRATION NUMBER

COLOUR

TRAILER TYPE

1.

2.

3.

4.

5.

6.

7.

8.

SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT

Appendix B Specification of Compensation & Fuel Expense Percentage Basis Compensation: Carrier shall receive ten percent (10%) of the gross revenue of the aggregate monthly trips undertaken by the Contractor under the Carriers contract with Nestle Nigeria Plc.

Fuel Expense: Contractor shall receive one hundred percent (100%) of fuel expense imposed on the Carrier by Client Nestle Nigeria Plc. ---------------------------------------------Carriers Authorized Representative

---------------------------------------------Date Time (a.m/p.m) I have seen, reviewed, and received a copy of this Appendix B Specification of Compensation and fuel Expense. ---------------------------------------------Contractor

---------------------------------------------Date Time (a.m/p.m)

SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT

Appendix C Declaration of Responsibility for Driver(s) action We .................................................................................... hereby declare that we have been actively involved in the selection, engagement and consented to employment of ....................................................... as the driver to man our equipment (with specification shown in Appendix A) leased out to Sprint Power and Energy Limited. We also declare that we shall assume full responsibility for the drivers action in the course of carrying out the Carriers business.

---------------------------------------------Contractor

---------------------------------------------Date Time (a.m/p.m)

I have seen, reviewed, and received a copy of this Appendix C

---------------------------------------------Carrier

---------------------------------------------Date Time (a.m/p.m)

SPRINT POWER & ENERGY LIMITED TRUCK OPERATING LEASE AGREEMENT