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] 2007

Our Ref: DL/LOI/CCpeg/[

Como Interiors Limited

First Floor
Atelier House
64 Pratt Street
For the attention of Damien Kenny
Dear Sirs
Letter of Intent for Design and Build Contract (DB)
Call Centre Project, Pegasus Building, Windmill Hill, Swindon. (the works)
We confirm our intention to extend the agreed value of the current letter of intent, dated 22
November 2007, with you (the Contractor) for the carrying out and completion of the
We confirm that it is our intention to enter into a Building Contract with you for the design
and build of the works. The Contract will comprise the following:

The JCT Two-Stage Design and Build Form of Contract (DB), 2005 Edition,
incorporating all amendments current at the date of this letter and as further
amended by the Clients schedule of amendments.

Stage One Tender price, which has previously been agreed with us.

Contract Sum. - to be agreed by the end of January 2008.

It is our intention that the Works will commence on site on 3 December 2007 and will be
completed not later than 25 April 2008.
At present, we are unable to enter into the Contract for the following reasons:

The Contract Sum is yet to be completed and agreed between Nationwide Building Society and Como
Interiors Limited

The Contract Programme is yet to be approved by the Nationwide Building Society

The issue and agreement of the Contractors Proposals remains outstanding.

Notwithstanding that the Contractors Proposals are not yet agreed, we hereby authorise
and instruct you to proceed with the Works identified under the intended form of Contract
(appended for your reference) in order to enable the intended programme referred to above
to be achieved.

We will pay you for any activities authorised by this letter in accordance with the
terms of the proposed Contract (notwithstanding that the Contract has not yet been
entered into), provided that our total liability under this letter shall not exceed
842,741.00 plus VAT. For the avoidance of doubt, we are not bound to enter into
any further contract with you and our commitment at this stage is limited as set out
in this letter and you must obtain our further authorisation and instruction before
incurring or committing to any expenditure above the limit stated in this paragraph.
If by the end of January 2008 we are still unable to enter into the Contract and if
we consider it appropriate to provide our further authorisation and instruction to
increase our total liability from the 842,741.00 plus VAT limit stated in this letter,
we will issue a further letter of intent to you in terms similar to this letter.

Notwithstanding that the Contract has not yet been entered into, all the terms and conditions
of the Contract in the finally agreeable form will apply so far as relevant to any design or
work carried out by you pursuant to this letter.
We have appointed Mace Ltd to act as Contract Administrator for the purposes of the Works
and to act on our behalf as stated in the Contract. You must liase with the Contract
Administrator and comply with all reasonable instructions issued by him in relation to the
Works as if the Contract had been entered into.
Prior to commencing any part of the Works on site, you must provide us with the following

Written confirmation satisfactory to us that all insurances required to be maintained

by you under the Contract are in force, and

A copy of this letter duly countersigned

By countersigning this letter you undertake to execute and return to us in the finally agreed
form the Contract and any associated documents (including any collateral warranties
requested by us) within 7 days following receipt of engrossments in the terms agreed.
If, as we hope, the Contract is entered into, the terms of the Contract will supersede this
letter which will thereupon cease to have any further effect. In that event, any work carried
out by you pursuant to the instruction contained in this letter will be deemed to have been
carried out under the Contract and any payments made by us in respect of such work will be
treated as payments on account pursuant to the Contract. Any such payments made under
the terms of this letter will be assessed by the Clients Cost Managers Turner & Townsend
and will be evaluated on a monthly basis, subject to full documented support.

If for any reason the Contract is not entered into (and we may terminate this instruction at
any time on 7 days written notice to you) we will reimburse you in accordance with the terms
of the Contract for any expenditure properly incurred by you pursuant to this letter up to the
date of such notice, together with any demobilisation costs properly incurred by you after the
date of such notice (including the cost of protecting and securing the site as reasonably
required by us), all as agreed with the Contract Administrator, provided that:
You must take all reasonable steps to minimise the amount of any demobilisation costs
payable by us.

We will not be liable for any loss of profits, loss of contracts or other costs or losses
suffered or incurred by you, except as expressly stated in the letter, and for the
avoidance of doubt, our maximum liability under this letter will in no event exceed
842,741.00 plus VAT, the amount stated above.

This letter is governed by English law and supersedes any previous instructions,
correspondence or other discussions between us in relation to the Works.
Please sign and return the attached copy of this letter to confirm your acceptance of its
Yours faithfully

Robert Cock
For and on behalf of Nationwide

We confirm our acceptance to the terms and conditions of this letter.

Signed ..............................................................................
For and on behalf of (Como Ltd)
Date ..................................................................................