January 14, 2009

Henry Surtees
Managing Director
Dowans Holdings, SA
1er Floor, Ubungo Plaza
Dar es Salaam, Tanzania

Re:

The Purchase and Sale of 120 MW 50 HZ Thermal Power Plant at the

Ubungo, Dar es Salaam Facility consisting of 4 x 20MW GE TM 2500PE
Dual Fuel Gas Turbines; 1 LM6000PD Gas Turbine; and all Associated
Equipment, Parts and Materials (collectively, the Equipment)

Dear Henry:
Pursuant to the terms of this letter, I am pleased to present this offer to purchase the
Equipment on behalf of Energy Parts Solutions (EPS) or its assign.
The terms of our offer for the purchase of the Equipment are as follows:
1.
2.

3.

The purchase price is $34,000,000

No later than ten (10) business days from the parties executing a definitive
purchase and sale agreement (the PSA) EPS will cause to be issued a
irrevocable letter of credit in the principal sum equal to the purchase price.
Payment to Dowans Holdings under the letter of credit will be made upon all
of the Equipment being disassembled, packed and loaded onto an ocean vessel
for shipment.
The parties will use their best efforts and negotiate in good faith in order to
execute the PSA within 10 days from the date Dowans Holdings accepts this
offer.

We make this offer with the utmost confidence that the parties, based on Energy Parts
Solutions and Dowans Holdings long-standing association and past business dealings,
will be able to quickly close this transaction based on the foregoing terms. We must
insist, however, that Dowans Holdings and its advisors hold in strict confidence the terms
of this offer and any discussions related thereto. If this offer is acceptable to Dowans
Holdings, please sign in the space provided below and return a copy of this letter to me.
If Dowans Holdings chooses not to accept this offer by 5:00 P.M. (CST) on Monday,
January 19, 2009, by returning a signed copy of this letter to me, then this offer shall be

deemed null and void and of no further force and effect except with respect to the
foregoing commitment not to disclose this offer to third parties.
I look forward to your soonest response and please do not hesitate to call me should you
have any questions.
Sincerely,

Jeff Canon
President and CEO

Agreed and Accepted:

Dowans Holdings S.A.

By: _________________________

Date: ________________________