This CONTRACT (hereinafter called the "Contract") is made on the __ day of November of 2009 between, on the one hand Commissioner Gujranwala through the District Co-ordination Officer, District Sialkot (hereinafter called the "Client" which expression shall include the successors, legal representatives and permitted assigns) and, on the other hand, Associated Consulting Engineers – ACE. (Pvt) Ltd. (hereinafter called the "Consultants" which expression shall include the successors, legal representatives and permitted assigns).

WHEREAS

(a) the Client has requested the Consultants to provide certain consulting services as defined in the Conditions of Contract attached to this Contract (hereinafter called the "Services"); and

(b) the Consultants, having represented to the Client that they have the required professional skills, and personnel and technical resources, have agreed to provide the Services on the terms and conditions set forth in this Contract;

NOW THEREFORE the Parties hereby agree as follows:

1. The following documents attached hereto shall be deemed to form an integral part of this Contract:

(a) the Conditions of Contract;

(b) the following Appendices:

Appendix A: Description of the Services/ TOR

Appendix B: Reporting Requirements

Appendix C: Breakdown of Contract Price in Local Currency

2. The mutual rights and obligations of the Client and the Consultants shall be as set forth in the Contract, in particular:

(a) the Consultants shall carry out the Services in accordance with the provisions of the Contract; and

(b) the Client shall make payments to the Consultants in accordance with the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names in two identical counterparts, each of which shall be deemed as the original, as of the day, month and year first above written.

For and on behalf of

Commissioner Gujranwala Division Gujranwala

Witness

Signatures___________________ Signatures ________________

Name ______________________ Name ____________________

Title ________________________ Title _____________________

(Seal)

For and on behalf of

Associated Consulting Engineers-ACE (Pvt.) Ltd

Witness

Signatures___________________ Signatures ________________

Name ______________________ Name ____________________

Title _______________________ Title _____________________

(Seal)

II. CONDITIONS OF CONTRACT

1.1 Definitions

Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings:

(a) "Applicable Law" means the laws and any other instruments having the force of law in the Islamic Republic of Pakistan, as those may be issued and in force from time to time;

(b) "Contract" means the Contract signed by the Parties, to which these Conditions of Contract are attached, together with all the documents listed in Clause 1 of such signed Contract;

(c) "Contract Price" means the price to be paid for the performance of the Services, in accordance with Clause 6;

(d) "Effective Date" means the date on which this Contract comes into force and effect pursuant to Sub-Clause 2.1;

(f) "Government" means the Government of the Islamic Republic of Pakistan and/or Provincial Government(s);

(h) "Local Currency" means the currency of the Islamic Republic of Pakistan;

(i) "Member" in case the Consultants consist of a joint venture of more than one entity, means any of the entities, and "Members" means all of these entities;

(j) "Party" means the Client or the Consultants, as the case may be, and "Parties" means both of them;