Specimens of Agreement

APPENDIX III SPECIMENS OF AGREEMENT This CONTRACT is executed and delivered this ___ day of ______, ____ by and between Siam Power and Electric Company Limited, one of the MDX Group of Companies, a limited liability company incorporated under the laws of Thailand having its registered office at 99/1 Langsuan Road, Lumpini, Bangkok, Thailand, represented by Mr. Roy I Jutabha, Executive Director, hereinafter called the Employer of the one part and ___________________with registered office at __________________________________, represented by ______________, hereinafter called the Contractor of the other part. WHEREAS (a) (b) (c) The Employer intends to acquire the Services to carry out the assignment as defined in Appendix I hereto; The Employer has requested the Contractor to provide services required as defined hereafter (hereinafter called the Services); The Contractor, having represented to the Employer that they have the required professional skills, personnel and technical resources, have agreed to provide the Services on the terms and conditions set forth in this Contract.

NOW THEREFORE it is hereby agreed and declared by and between the parties hereto as follows: The Employer hereby employs the Contractor and the Contractor accepts the employment on the terms and conditions as laid down in the Conditions of Contract and Appendices annexed hereto and made a part hereof. Appendix Appendix Appendix Appendix Appendix Appendix I : II : III : IV : V : VI : Scope of Services Technical Specification Break Down of Contract Price Schedule of Services The Contractors Personnel and Equipment Correspondence and the Contractors Proposal

This Contract is executed in two identical counterparts, one for the Employer and one for the Contractor.

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Both parties have read and understood all terms and conditions of this Contract and have hereto appended their respective signatures and affixed their seals in the presence of witness. For and on behalf of SIAM POWER AND ELECTRIC COMPANY LIMITED (THE EMPLOYER) For and on behalf of (THE CONTRACTOR)

___________________________ Mr. Roy I Jutabha Executive Director Witness

___________________________ (acting on behalf of the Governor)

Witness

___________________________

___________________________

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CONDITIONS OF CONTRACT
1. 1.1 GENERAL PROVISIONS Definition

Unless the context otherwise admits, the following terms whenever used in this Contract have the following meanings: (a) (b) (c) (d) Applicable Law means the laws, regulations and any other instruments having the force of law of the Kingdom of Thailand, as they may be issued and in force from time to time; Commencement Date means the date referred to in Clause 2.2 hereof; Contract means this Contract between the Employer and the Contractor; Personnel means person hired by the Contractor or by any Subcontractor as employees and assigned to the performance of the Services or any part thereof; and Local Personnel means such person who at the time of being so hired had their domicile in the project area or near by in the Union of Myanmar; (e) (f) Party means the Employer or the Contractor, as the case may be; and Parties means both the Employer and the Contractor. Services means the work to be performed by the Contractor pursuant to this Contract for the purposes of the Project. The services shall be performed according to the Technical Specifications described in Appendix II hereto; Subcontractor means any entity to which the Contractor subcontract any part of the Services in accordance with the provisions of Clause 3.8 hereinafter; and Third Party means any person or entity other than the Employer, the Contractor or a Subcontractor to the Contractor. Law Governing Contract

(g) (h) 1.2

This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Applicable Law. 1.3 Language This Contract has been executed in the English language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract. 1.4 Priority of Documents The documents forming the Contract are to be taken as mutually explanatory of one another. If there is an ambiguity or discrepancy in the doucments, the priority of the documents shall be as follows: i) Contract Agreement ii) Conditions of Contract iii) All of the appendices numbering in order 1.5 1.5.1 Notices Any notice, request or consent required or permitted to be given or made pursuant to this Contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram or facsimile to such Party at the following address: For the Employer: Siam Power and Electric Co., Ltd. 7th Floor, Nailert Tower 2/4 Wireless Road, Pathumwan, Bangkok 10330, Thailand

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Attention: Tel: Fax: For the Contractor:

Mr. Nopporn Prapaitrakul, Assist. Vice President 662-253-0428-36 662-252-2119

. . . . Attention: Tel: Fax: . .

1.5.2

Notice will be deemed to be effective as follows: (a) (b) in the case of personal delivery or registered mail, on delivery to the party; in the case of facsimile, 24 hours following confirmed transmission.

1.5.3 1.6

A Party may change its address for notice hereunder by giving the other Party notice of such change pursuant to this Clause. Location

The Services shall be performed in the proposed Ta Sang Hydropower Project area in the Union of Myanmar. 1.7 Authorized Representatives Any action required or permitted to be taken, and any document required or permitted to be executed under this Contract, must be taken or executed by duly authorized representatives of the Employer or the Contractor as are appointed in accordance with Clause 1.5 hereof. 1.8 (a) Taxes and Duties The Contractor shall not be liable for any taxes and duties required by the applicable law and regulations which arise or are levied in Thailand for the works and services performed outside Thailand. The Contractor and their Expatriate Personnel shall not be responsible for any taxes and duties applied in the Union of Myanmar. The Contractor and Personnel shall bear any custom duties, fees, levies and other impositions imposed related thereto under the Applicable Law on the Contractor and the Personnel. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT Effectiveness of Contract

(b) (c)

2. 2.1

This Contract shall be effective on or as alternatively agreed in writing between both parties. 2.2 Commencement of Services The Contractor shall immediately commence carrying out the Services in order to meet the schedule set forth in Appendix IV [to be agreed by both party] within fourteen (14) days after receiving the Notice to Proceed from the Employer. 2.3 Completion of Services The Services in field shall be completed within one hundred and fifty (150) days after the date of Notice to Proceed or as alternatively agreed in writing between both parties.

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2.4

Expiration of Contract

Unless terminated earlier pursuant to Clause 2.9 hereof, this Contract shall terminate when, pursuant to the provision hereof, the Services have been completed and the payments of all work items and reimbursable expenditure have been made, unless extended on the same terms and conditions by agreement of the Parties hereto for a further period to be agreed between the Parties. 2.5 Entire Agreement This Contract contains all covenants, stipulations and provisions agreed by the Parties. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. 2.6 Modification Modification of the terms and conditions of this Contract, including any modification of the scope of the Services, may only be made and effective by written agreement signed by authorized representatives of the Parties. 2.7 2.7.1 (a) Force Majeure Definition For the purposes of this Contract, Force Majeure, means an event which is beyond the reasonable control of either Party, and which makes a Partys performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather conditions. Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or such Partys Subcontractors or agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected to (A) take into account at the time of the conclusion of this Contract and (B) avoid or overcome in the carrying out of its obligations hereunder. No Breach of Contract

(b)

2.7.2

The failure of a Party to fulfill any of its obligations hereunder shall not be considered a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objectives of carrying out the contractual obligations in this Contract. 2.7.3 (a) (b) Measures to be taken A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Partys inability to fulfill its obligations hereunder with a minimum of delay. A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any event not later than fourteen (14) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible. The Parties shall take all reasonable measure to minimize the consequences of any event of Force Majeure. Extension of Time

(c) 2.7.4

Any period within which a Party shall, pursuant to this Contract have been required, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure or such other period of time as the Parties may mutually agree.

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2.7.5

Consultation

Not later than thirty (30) days after the event of Force Majeure, which have rendered either of the Parties unable to perform a material portion of the Services, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances. 2.8 Suspension The Employer may, by written notice to the Contractor, suspend all payments to the Contractor hereunder if the Contractor fails to perform any of their obligations under this Contract, including the carrying out of the Services provided that such notice (i) shall specify the nature of the failure and (ii) shall request the Contractor to remedy such failure within a period not exceeding fifteen (15) days after receipt by the Contractor of such notice of suspension. 2.9 2.9.1 Termination By the Employer

The Employer may, by not less than thirty (30) days written notice of termination to the Contractor hereunder such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (e) of this Clause 2.9.1, terminate this Contract: (a) if the Contractor fails to remedy a failure in the performance of their obligations hereunder, as specified in notice of suspension pursuant to Clause 2.8 hereinabove, within fifteen (15) days of receipt of such notice of suspension or within such further period as the Employer may have subsequently approved in writing; if the Contractor becomes insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary; if the Contractor fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause 8 hereof; if the Contractor submits to the Employer a statement which has a material effect on the rights, obligations or interests of the Employer and which the Contractor know to be false; if, as a result of Force Majeure, the Contractor is unable to perform a material portion of the Services for a period of not less than sixty (60) days; or if the Employer, in its sole discretion and for any reason whatsoever, decides to terminate this Contract. By the Contractor

(b)

(c) (d) (e) (f) 2.9.2

The Contractor may, by not less than thirty (30) days written notice to the Employer, such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (d) of this Clause 2.9.2, terminate this Contract: (a) if the Employer fails to pay any money due to the Contractor pursuant to this Contract and not subject to dispute pursuant to Clause 8 hereof within forty-five (45) days after receiving written notice from the Contractor that such payment is overdue; if the Employer is in material breach of its obligations pursuant to this Contract and has not remedied the same within forty-five (45) days (or such longer period as the Contractor may have subsequently agreed in writing) following the receipt by the Employer of the Contractor notice specifying such breach; if, as the result of Force Majeure, the Contractor are unable to perform a material portion of the Services for a period of not less than thirty (30) days; or if the Employer fails to comply with any final decision reached as a result of arbitration pursuant to Clause 8 hereof.

(b)

(c) (d)

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2.9.3

Cessation of Rights and Obligations

Upon termination of this Contract pursuant to Clause 2.9 hereof, or upon expiration of this Contract pursuant to Clause 2.4 hereof, all rights and obligations of the Parties hereunder shall cease except: (a) (b) 2.9.4 such rights and obligations as may have accrued on the date of termination or expiration, the obligation of confidentiality set forth in Clause 3.4 hereof, Cessation of Services

Upon termination of this Contract by notice of either Party to the other pursuant to Clause 2.9.1 or 2.9.2 hereof, the Contractor shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the Contractor and equipment and materials furnished by the Employer, the Contractor shall proceed as provided, respectively, by Clauses 3.10 and 4.3 hereof. 2.9.5 Payment upon Termination Upon termination of this Contract pursuant to Clause 2.9.1 or 2.9.2 hereof, the Employer shall make the following payments to the Contractor: (a) (b) (c) payment pursuant to Clause 6 hereof for Services satisfactorily performed prior to the effective date of termination; reimbursable expenditures pursuant to Clause 6 hereof for expenditures actually incurred prior to the effective date of termination; and except in the case of termination pursuant to paragraphs (a) through (d) of Clause 2.9.1 hereof, reimbursement of any reasonable cost incident to the prompt and orderly termination of the Contract. Disputes about Events of Termination

2.9.6

If either Party disputes whether an event specified in paragraphs (a) through (f) of Clause 2.9.1 or in Clause 2.9.2 hereof has occurred, such Party may, within forty-five (45) days after receipt of notice of termination from the other Party, refer the matter to arbitration pursuant to Clause 8 hereof, and this Contract shall not be terminated on account of such event except in accordance with the terms of any resulting arbitral award. 3. 3.1 OBLIGATIONS OF THE CONTRACTOR Standard of Performance

The Contractor shall perform the Services and carry out its obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted techniques and practices recognized by international professional bodies, and shall observe sound management and technical and engineering practices, and employ appropriate advanced technology and safe and effective equipment, machinery, materials and methods. The Contractor shall always act, in respect of any matter relating to this Contract or to the Services, as faithful advisers to the Employer, and shall at all times support and safeguard the Employers legitimate interests in any dealings with Subcontractors or Third Parties. The Contractor shall comply with the Technical Specifications set forth in Appendix II. 3.2 Schedule of Works The Contractor shall carry out and complete the Services for all field works within (___) days after the effective date of this Contract. The draft Final Report and Final Report shall be submitted to the Employer within fifteen (15) days after completion of all field works and receiving of the Employers comments on the draft Final Report respectively.

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3.3

Conflict of Interests

The payment of the Contractor pursuant to Clause 6 hereof shall constitute the Contractors sole payment in connection with this Contract or the Services and the Contractor shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of its obligations hereunder, and the Contractor shall use their best efforts to ensure that its Personnel and agents shall not receive any such additional payment. 3.4 Confidentiality The Contractor, their Subcontractors and the personnel of either of them shall not disclose any proprietary or confidential information relating to the Project, the Services, this Contract or the Employers business or operations without the prior written consent of the Employer. 3.5 Liability of the Contractor The Contractor shall be liable to the Employer for the performance of the Services performed solely by the Contractor in accordance with the provisions of this Contract and for any loss suffered by the Employer as a result of a default of the Contractor in such performance, subject to the following limitations: (a) The Contractor shall not be liable for any damage or injury caused by or arising out of the act, neglect, default or omission of any persons other than the Contractor, its Subcontractors or the personnel or either or them and The Contractor shall not be liable for any loss or damage caused by or arising out of circumstances over which the Contractor had no control. Indemnification of the Employer by the Contractor

(b) 3.6

The Contractor shall keep the Employer, both during and after the term of this Contract, fully and effectively indemnified against all losses, damage, injuries, deaths, expenses, actions, proceedings, demands, costs and claims, including, but not limited to, legal fees and expenses, suffered by the Employer or any Third Party, where such loss, damage, injury or death is the result of a wrongful action, negligence or breach of Contract of the Contractor or their Subcontractors, or the Personnel or agents of either of them, including the use or violation of any copyright or literary property or patented invention. 3.7 Insurance of Contractors Personnel and Equipment Any injury or loss of life to the Contractors personnel, any loss or damage of the Contractors instrument, equipment, accessories or properties during mobilization and demobilization, transit, storage and during the performance of the Services shall be under the sole responsibility of the Contractor. (a) (b) 3.8 The Contractor shall make the insurance to cover such damages or losses as deemed necessary or appropriate under its own arrangement. The Contractor shall arrange not to effect the start or progress of the Services due to such damages and losses. Contractors Actions requiring Employers prior Approval

The Contractor shall obtain the Employers prior approval (if not already agreed prior to concluding the Contract), in writing before taking any of the following actions: (a) (b) appointing or substituting the key Personnel, to carry our any part of the Services, including the terms and conditions of such appointment, and entering into a subcontract for the performance of any part of the Services, it being understood that the Contractor shall remain fully liable for the performance of the Services by the Subcontractor and its Personnel pursuant to this Contract.

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3.9 (a) (b) (c)

Report Obligations Daily progress report of the Works being performed as details described in Appendix II. Weekly progress report of the Works being performed in the same level of daily report described above (conclusion of daily report). Two copies of Draft Final Report in any types of investigation, for instance; daily drilling report, field corelogs of each borehole, water pressure test and pit logging [as more described in Appendix II of TOR], and shall be submitted to the Employer within fifteen (15) days after the completion of each field work. Four copies of the Final Report shall be submitted within fifteen (15) days after receiving comments on draft Final Report from the Employer. Documents prepared by the Contractor to be the Property of the Employer

The Contractor shall prepare of the following reports in English and submit to the Employer.

(e) 3.10

Once the payment has been made, all plans, drawings, specifications, designs, reports, surveys, calculations and other documents prepared by the Contractor in performing the Services shall become and remain the property of the Employer, and the Contractor shall, in accordance with the schedule specified in Appendix V, deliver all such documents to the Employer, together with a detailed inventory thereof. 3.11 Entering into the Union Of Myanmar and the Working Area 3.11.1 Entering into the Union Of Myanmar In entering into the Union of Myanmar through BP-1 check point at B. Arunothai, A. Chiang Dao, Chiangmai or Permanent border check point at Mae Sai, Chiang Rai Province to the project area, permission from the agencies concern both in Myanmar and in Thailand are required. The Contractor shall submit details of its personnel and equipments as well as the schedule of their assignment in the Union of Myanmar to the Employer at least twenty-one (21) days in advance. 3.11.2 Access to Land and Working Area The Contractor shall submit the detailed plan of all working areas and schedule of work in each area to the Employer at least twenty-one (21) days in advance before mobilization into the area. 3.12 Contractors Professional/Attendance on Site The Contractor shall provide personnel in charge with good English command full time at site. He shall be responsible for the coordination with the Employers representative an/or Myanmar Authority (Myanmar Economic Corporation MEC and military officer), technical direction and performance of the whole works. 3.13 Familiarity with Site Conditions The Contractor shall thoroughly investigate and familiarize himself with all conditions of the Site and the surrounding area. Any and all expenses arising through lack of knowledge or understanding on the part of the Contractor regarding the conditions of the Site and surrounding area shall be the responsibility of the Contractor and no additional payment therefore shall be made by the Employer. 4. 4.1 OBLIGATIONS OF THE EMPLOYER Assistance and Exemptions

The Employer shall use its best efforts to ensure that all the relevant agencies of the Government of the Union of Myanmar shall: (a) provide the Contractor, Subcontractors and Personnel with work permits and such other documents as shall be necessary to enable the Contractor, Subcontractors or Personnel to perform the Services; arrange for the Personnel and, if appropriate, their eligible dependents to be provided promptly with all necessary entry and exit visas, residence permits, exchange permits and any other documents required for their stay in the Union of Myanmar;
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(b)

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(c) (d)

facilitate prompt clearance through customs of any property required for the Services and of the personal effects of the Personnel and their eligible dependents; issue to officials, agents and representatives of the Myanmar Government all such instructions as may be necessary or appropriate for the prompt and effective implementation of the Services.

The Employer shall assist and provide the Contractor for the security at all working site and during the execution of the works, coordination between Myanmar authorities (MEC and military) and Thai authorities. The Employer shall assist and provide the documents to support the Contractor for the clearance through customs of any property required for the Services and of the personal effects of the Personnel. 4.2 Access to Land The Employer shall manage to have unimpeded access to the land required for the performance of the Services. The Contractor will be responsible for any damage to such land or any property thereon resulting from such access. 4.3 Communication Facilities The Employer shall provide the portable satellite telephone at Ta Sang or damsite as necessary and appropriate. The expenses of such used shall be paid to the Employer. 5. 5.1 CONTRACTORS PERSONNEL General

The Contractor shall provide such qualified and experienced key personnel as specified in Appendix V and are required to carry out the Services. 5.2 (a) Removal and/or Replacement of Personnel Except as the Employer may otherwise agree, no changes shall be made in the key personnel. If, for any reason beyond the reasonable control of the Contractor, it becomes necessary to replace any of the personnel, the Contractor shall forthwith provide as a replacement a person of equivalent or better qualifications. If the Employer (i) finds that any of the personnel has committed serious misconduct or has been charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with the performance of any of Personnel, then the Contractor shall, at the Employers written request specifying the grounds therefor, forthwith provide as a replacement a person with qualifications and experience acceptable to the Employer. The Contractor shall bear all additional travel and other costs arising out of or incidental to any removal and/or replacement. PAYMENTS Contract Price

(b)

(c) 6. 6.1

The Contract Price to be compensated by the Employer to the Contractor in consideration of the Services to be rendered by the Contractor under this Contract shall be a sum of Thai Baht : ________________________ (THB __________) as per break down attached hereto as Appendix III. The Contract Price as aforesaid is exclusive of Value Added Tax. The Employer shall be responsible for Value Added Tax if applicable. 6.2 6.3 Currency and Place of Payment Payment to the Contractor Payments shall be made in Bangkok, Thailand and in Thai Baht. The payment shall be made to the Contractor under the following schedule:

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(a)

Upon signing of the Contract, the Contractor shall receive an advance payment amounting five per cent (5%) of the total contract price after submission of invoice and the letter of guarantee at the same amount. The advance payment shall be repaid by way of reduction in the monthly progress payment commencing on the first monthly progress payment. The amount of deduction shall be made at the rate of thirty-five per cent (35%) of the amount of subsequent monthly progress payment until such the advance payment has been repaid in full. Provided that the advance payment shall be completely repaid within the first three monthly progress payments. The progress payments shall be made on the monthly basis upon the invoice submitted by the Contractor based on the works actually performed. The payments shall normally be made within thirty (30) days against the invoice submitted by the Contractor in each month end. Provided that the total cumulative payments amount will not exceed eighty per cent (80%) of the total Contract Price. The remaining amount calculated based on the total actual quantity of work performed, shall be paid against the invoice submitted after the submission of Final Report and products which the Employer considered as appropriate and complete. Methods of Payment

(b)

(c)

6.4

All payments shall be made upon presentation by the Contractor invoices showing all amount due and payable according to the basis given above. The Employer shall cause the payment of the Contractors invoices within thirty (30) days after receipt by the Employer of such invoices with supporting documents by fund transfer to the Contractors bank account to be informed by the Contractor. The bank charges shall be borne by the Contractor. Should any discrepancy be found to exist between actual payment and costs authorized to be incurred by the Contractor, the Employer may add or subtract the difference from any subsequent payments. The final payment under the above clause shall be made only after the Final Report and a final invoice, identified as such, shall have been submitted by the Contractor and approved as satisfactory by the Employer. The Services shall be deemed completed and finally accepted by the Employer and the Final Report and final invoice shall be deemed approved by the Employer as satisfactory thirty (30) calendar days after receipt of the Final Report and final invoice by the Employer. If the Employer fails to pay amount properly due to the Contractor on the due date pursuant to this Contract, the Employer shall bear interest at the Default Rate (a rate equal to 2% over the minimum overdraft rate then in effect at Krung Thai Bank Public Company Limited) calculated from and including the due date up to the date the payment is made in full. 6.5 Means of Payment Unless otherwise specified or agreed in writing between the Employer and the Contractor, the amount of the progress payment shall be calculated on the basis of quantity of work performed. The estimated quantity of work performed used as the basis for the calculation of progress payment shall be adjusted at the time of final payment according to the actual quantity of work performed. 6.6 Delay of Work If the Contractor fails to complete the Services as set forth in Clause 2.3 or any extension of time therefore granted by the Employer as provided for in Subclause 2.7.4 of this Contract, such shall be a default under this Contract. In lieu thereof the Contractor agrees to pay to the Employer, the sum of one tenth of one per cent (0.10%) of each works for each calendar day of delay in meeting the aforementioned completion of Services, provided that the total amount shall not exceed ten (10) per cent of the total Contract Price. 6.7 Additional Works The Employer may, at any time, direct the Contractor to performed additional work not covered or included in the Specification if such additional works is within the general scope as specified in Appendix II. In such case, the Contractor shall perform the same and be entitled to receive payment for such additional works. The amount shall be determined by applicable rates for similar
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works or lump sum proposed by the Contractor and agreed by the Employer. The additional works shall be directed at least ten (10) days before the last activity be completed. 7. 7.1 GOOD FAITH Good Faith

The Parties undertake to act in good faith with respect to each others rights under this Contract and to adopt all reasonable measures to ensure the realization of the objectives of this Contract. 7.2 Operation of the Contract The Parties recognize that it is impracticable in the Contract to provide for every contingency which may arise during the life of the Contract, and the Parties hereby agree that it is their intention that this Contract shall operate fairly between them, and without detriment to the interest of either of them, and that, if during the term of this Contract either Party believes that this Contract is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but no failure to agree on any action pursuant to this Clause shall give rise to a dispute subject to arbitration in accordance with Clause 8 thereof. 8. 8.1 SETTLEMENT OF DISPUTES Amicable settlement

The Parties use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or the interpretation thereof. 8.2 Right to Arbitration Any dispute between the Parties as to matters arising pursuant to this Contract which cannot be settled amicably within thirty (30) days after receipt by one Partys request for such amicable settlement may be submitted by either Party to arbitration in accordance with the provision hereunder. 8.3 Arbitration procedures The Arbitration shall be conducted in accordance with the applicable law by one or more arbitrators appointed in accordance with such rule and arbitration shall be held in Bangkok. During the course of arbitration, both Parties shall continue to execute their respective obligations under the Contract, except those under arbitration. 8.4 Arbitration Award The Arbitration decision reached by the Arbitrators shall be accepted by both Parties as final and binding. 8.5 Cost of Arbitration The cost of arbitration shall be borne by the losing Party, unless otherwise specified by the arbitrators in their award decision. 8.6 Language Unless otherwise agreed by the Parties, the official language of the arbitration shall be English.

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