GUIDE TO REQUIREMENTS FOR STATE GOVERNMENT PPP

DEVELOPMENT AND CONCESSIONS FUNDING

Our fees for the above exercise shall be (i) Financial Engineering Consultancy fees in
the sum equal to 1.5% of whatever funds we source and secure for your use, (ii) an
Agency Commission of a sum equal to 1.5% of whatever funds we source and secure
for your use, and (iii) Project Management fees in the sum equal to 1.5% of whatever
funds we source and secure for your use.

You will be required pay for all our expenses on your behalf (which expenses include
but are not limited to Business Class Tickets and Business Class Hotel Room or Suite
as Hotel Accommodation, Full Board, inclusive of all the hotel amenities, meals,
telephone calls, faxes, all internet use, business centre use for 1 – 2 of our senior
executives where necessary) as and when due as agreed in advance.

The other terms and conditions of our engagement are set out in our Non-
Circumvention, Non-Disclosure and Fee agreement which will be forwarded to you as
soon as you indicate your willingness to proceed with us.

You will also be required to pay 10% of our fees upon your agreement to our terms
and the execution of our Non-Circumvention, Non-Disclosure and Fee agreement and
the rest of our fees and due payments shall be made upon the provision to you of the
funds we source and secure.

We would require you to provide us with hard and soft copies of the following:

(i) A copy of the Public and Private Partnership Agreement with the relevant
State Governments;
(ii) The State Government Guarantees executed by the relevant State
Governor and the relevant State Commissioner and by the Bank in which
the State Government keeps its Federal Government Allocation;
(iii) The relevant title deeds of the property for the proposed development
(Certificate of Occupancy) in your company name;
(iv) Irrevocable Letters of Commitment from your proposed off takers (where
applicable);
(v) Agreements with Banks and Mortgage Banks to provide Mortgages for the
proposed off takers (where applicable);
(vi) A comprehensive Business Plan and Cash flow projection for your
operations;
(vii) The Certificate of Incorporation, Memorandum and Articles, Forms CO2
and CO7 (Particulars of shareholding and Directors) and three years
audited accounts of your company;
(viii) A comprehensive valuation of all the assets of your company;
(ix) Statements of net worth of the Chief Executive Officer and all the
executive directors of your company;
(x) The personal guarantee of the Chief Executive Officer and all the
executive directors of your company for the repayment of all funds
sourced and secured for the above by us;
 (xi) A resolution of the Board of Directors of your company appointing us as
financial consultants, funds sourcing agents for the funds required for the
above and project managers of the project for the duration of the loan
facility;
(xii) A resolution of the Board of Directors of your company indicating your
willingness to secure the funds to be sourced by us by the execution of an
all assets debenture on all the fixed and floating assets (both present and
future assets to be acquired during the term of the loan) of your company
as security for the funds and as a condition precedent to the drawdown of
the funds so sourced and secured; and
(xiii) Irrevocable domiciliation of the proceeds of all your present and future
contracts with our nominated bank and the execution of an Irrevocable
Standing Payment Order from these proceeds for the repayment of the loan
for the duration of the facility

If you are unable to provide an all assets debenture by reason of an existing mortgage
based on an outstanding debt obligation, we are willing to buy out your debt in
addition to providing you the required capital for expansion.

We are presently able to source and secure a loan facility for you for a sum not less
than US$10,000,000.00 (Ten million US Dollars) only at the rate of about 5% per
annum for one year and will also arrange an offshore Bank Guarantee which will be
secured by an offshore Insurance Cover for the loan facility from another source at the
rate of 13% per annum.

The dynamics of the funding solution we have for you requires you to have funds of
6% of your total request ready (you will be required to show proof of funds for this to
the Bank Guarantee and Insurance provider) which you must be willing to pay upon
your agreement to the terms of the Bank Guarantee provider prior to the issuance of
the Bank Guarantee.

The Bank Guarantee will serve as security for the loan which will be about 80% of the
sum guaranteed. This would require you to present your request in such a sum as to
ensure that all your money requirements and attendant costs would make up 80% of
the amount requested.

You would also be required to pay a certain amount of money which varies depending
on your funding requirements and as can not presently be determined but is usually
between US$75,000.00 (Seventy five thousand US Dollars) only to about
US$250,000.00 (Two hundred and fifty thousand US Dollars) only into an escrow
account as commitment fee on the request of the offshore fund providers.

It is pertinent at this point to stress that the 30% payment to us and these commitment
fees for the BG provider and the offshore fund provider would be deemed as earned
upon your failure to meet with the terms and conditions of the loan term sheet.

In the light of the foregoing we hereby also recommend that you make an application
for a loan facility of a sum of money that will cover all your transaction costs as
detailed below
 LOAN REQUIREMENT
(i) Original loan requirement
TRANSACTION COSTS (Percentages are calculated on Original Loan Request)
(i) Financial Engineering Consultancy fees of 1.5%
(ii) Agency Fees of 1.5%
(iii) Project Management Fees of 1.5%
(iv) Payment of a yet to be determined sum of between US$75,000.00 (Seventy five
thousand US Dollars) only to about US$250,000.00 (Two hundred and fifty thousand
US Dollars) only into an escrow account as commitment fee on the request of the
offshore fund providers
(v) Bank Guarantee 13%. 6% out of this is payable upfront and the remainder 9% will
be deducted from the loan at closing
(vi) Bank Guarantee Insurance at 2%
(vii) A closing cost of 5 points which is 5% of the loan to be deducted at closing.

TOTAL LOAN REQUEST = Sum total of all the above.

INTEREST RATE ON LOAN

(i) Loan interest rate of 5% per annum payable bi annually or annually in
arrears.
(ii) BG interest rate of 13% flat as above
(iii) Insurance premium of 2% per annum payable in advance.

The terms of the financing as stated above serves as a guide only as they may vary
depending on where we are able to secure funding from and the peculiarities of
particular funding requirements.

We trust you will find the above acceptable and look forward to your response.