AGREEMENT

This Agreement dated this 19th day of March 2009 between Energy Central Co. BSC of 12th Floor, Zamil Tower, P.O. Box 24253, Manama, Kingdom of Bahrain (hereinafter called the Client'') of the one part and W.S. Atkins & Partners Overseas of P.O. Box 5668, Manama, Kingdom of Bahrain (hereinafter called "the Consultant") of the other part. WHEREAS, the Client desires that certain Services should be performed by the Consultant, namely administration and construction supervision of Building, Infrastructure and Ancillary (BIA) Works Phase 1 for Durrat Al Bahrain SWRO Plant, and has accepted a proposal by the Consultant for the performance of such Services. THE CLIENT AND THE CONSULTANT AGREE AS FOLLOWS: 1 In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in Clause 1.1 of the General Conditions. The following documents shall be deemed to form and be read and construed as part of the Agreement, namely:

a)any letter of offer by the Consultant; b)any letter of acceptance by the Client; c)this Client/Consultant Model Services Agreement; d)the Appendices, namely:
Appendix 1: Appendix 2: Appendix 3: Appendix 4: Scope of Services Personnel, Equipment, Facilities and Services of Others to be provided by the Client Remuneration and Payment Time Schedule for Services

In consideration of the payments to be made by the Client to the Consultant under this Agreement, the Consultant hereby agrees with the Client to perform the Services in conformity with the provisions of the Agreement. The Client hereby agrees to pay the Consultant in consideration of the performance of the Services such amounts as may become payable under the provisions of the Agreement at the times and in the manner prescribed by the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year stated above in accordance with their respective laws. AUTHORISED SIGNATURE OF CLIENT AUTHORISED SIGNATURE OF CONSULTANT

Signature In the presence of: Name Signature Address

Signature In the presence of: Name Signature

Address

Clause 1 1.1 1.1.2

Item General Provisions Definitions The Project Building, Infrastructure and Ancillary (BIA) Works Phase 1 for Durrat Al Bahrain SWRO Plant 1 March 2009 30 November 2009

1.1.10 1.1.11 1.4 1.4.1

Commencement Date Time for Completion Law and Language Language of the Agreement Governing Law

English Kingdom of Bahrain

1.8 1.8.1

Notices Clients Address 12th Floor, Zamil Tower, P.O. Box 24253, Manama, Kingdom of Bahrain +973 17500305 P.O. Box 5668, Manama Kingdom of Bahrain +973 17750390

Clients Fax Number Consultants Address Consultants Fax Number 5 5.2 5.22 6 6.2 6.2.1 6.3 6.3.1 Payment Time for Payment Agreed Compensation for Overdue Payment Liabilities Duration of Liability Duration of Liability Limit of Compensation Maximum Amount of Compensation

0.05% per day

10 years from completion of the Services

Limited to total fees

AGREEMENT
8 8.2 8.2.1 Disputes and Arbitration Mediation Independent Mediation Centre Gulf Cooperation Council Commercial Arbitration Centre

8.2.3 8.3 8.3.1

Mediation Procedures Arbitration Rules of Arbitration

Rules Regulating Arbitration

International Chamber of Commerce

APPENDICES

1
1.

Scope of Services
Scope

The Consultant shall administer as the Engineer under FIDIC Red Book Conditions of Contract the cost-plus contract with guaranteed maximum price known as Building, Infrastructure and Ancillary (BIA) Works Phase 1 for Durrat Al Bahrain SWRO Plant. 2. Personnel

The following personnel shall be provided by the Consultant: Designation Senior Resident Engineer Duties. Point of contact for the Client with attendance at meetings etc. Administer the Contract as the Engineer. Full time on site with overall responsibility for site supervision of the construction works. Additional responsibilities include checking and ensuring that Health and Safety and Environmental procedures are effectively implemented on site. Supervision of foundation construction, incoming utilities, drainage connections and underground pipework, main building erection and roofing, cladding, insulation to process area, offices, workshop, control rooms etc. Material assessment and approvals for electrical/mechanical services, check schematics and line diagrams, monitor installation and test on completion.

Assistant Resident Engineer

Civil Engineer

Building Services Engineers

3.

Pre-Engineered Building

The steel framed building and cladding system has been designed and fabricated by a third party for delivery to site in accordance with a pre-agreed programme and for erection by the main contractor. No material testing or dimensional checks are included in the scope of Services other than incoming material inspection to check for compliance with the Clients purchase order. 4. Monthly progress reports

Monthly progress reports shall be prepared by consultant and submitted to client and should document as a minimum following:- Executive summary - Comparison of actual and planned progress, with details of any events or circumstances which may jeopardize the completion according to contract and measures being (or to be) adopted to overcome delays. - Payment certificates issued. - Variations and adjustments. - Photographs showing status of progress on site. - Safety statistics.

Particular Conditions

Personnel, Equipment, Facilities and Services of Others to be Provided by the Client

1. 2. Furnished and serviced site office facilities will be provided for the use of the Consultant. No personnel, equipment or services will be provided by the Client.

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1.

Re mune r at i on and P ayme nt

Budget Position Monthly Rate BD BD 9,850 BD 5,650 BD 2,850 BD 3,350 Duration months 9.0 @ 20% 9.0 9.0 4.0 TOTAL Total Fee BD 17,730 50,850 25,650 13,400 107,630

Senior Resident Engineer Assistant Resident Engineer Civil Engineer Building Services Engineers

2.

An Advance Payment equivalent to 15% of the Budget will be paid within 28 days of commencement of the Services. The balance of payment will be paid monthly in arrears within 28 days of receiving invoices and supporting time sheets. The rates are applicable for Services provided through to 30 April 2010. For Services provided from 1 May 2010 an increase in the rates will be negotiated. Rates are based on a 48 hour working week; hours worked in excess and Public Holidays will be uplifted in accordance with Bahrain Labour Law. If cover is provided during staff vacation or absences it will be charged at the same rate. All payments will be made in Bahraini Dinars.

3.

4.

5.

6.

7.

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1.

Time Schedule for Services

Commencement Date

The commencement date of the Services is 1 March 2009. 2. Duration of Services

The duration of services shall be 9 months or such longer period as required to administer and supervise the construction contract.