jjjjjjjjAgreement to lease and sub-lease.

AGREEMENT TO LEASE.

THIS AGREEMENT is made this day of Two

Thousand and One BETWEEN GGGGGG COMPLEX LIMITED a Limited
Liability Company incorporated in the Republic of Kenya with its registered
office at Nairobi and of Post Office Box Number Naivasha (hereinafter called
"the Company" which expression shall where the context so admits include its
successors and assigns) of the first part, JJJJJJJJ GOLF SECTION (B)
LIMITED, a limited liability company incorporated in the Republic of Kenya
with its registered office at Nairobi and of Post Office Box Number jjjjjjjj
Naivasha (hereinafter called “the Lessor” which expression shall where the
context so admits include its successors and assigns) of the second part
WWWWW PROPERTIES LIMITED of Post Office Box Number ,,,,,,,,,,
Nairobi in the Republic of Kenya aforesaid (hereinafter called "the Tenant"
which expression shall where the context so admits, include its successors and
assigns of the third part and GGGGGGGGG MANAGEMENT LIMITED a
limited liability Company incorporated in the Republic of Kenya aforesaid with
its registered office at Nairobi and of Post Office Box Number ,,,,,,,,,, Nairobi
(hereinafter called "the Maintenance Trustee" which expression shall where the
context so admits include its successors and assigns) of the fourth part.

WHEREAS:

A. The Company is registered as proprietor as lessee of ALL THAT piece of

land situate adjoining Lake Naivasha in the Nakuru District of the said
Republic and more specifically described in Part I of the First Schedule
hereto (hereinafter referred to as “the said Property”).
B. The Company is desirous of erecting upon a portion of the said Property

1
 i) a Clubhouse and other buildings necessary for the purposes of a
golf and sports club (hereinafter referred to as “the Club”)
ii) designing laying out and maintaining a championship 18-hole golf
course (such golf course together with the gardens and all open
areas of the Property hereinafter referred to collectively as “the
Estate”)
iii) assisting in erecting on terms and conditions hereinafter contained
Chalets limited in number to eighty (80) for leasing to the Tenants
iv) issuing to Tenants leases for the erection and occupation of
designated Chalets by the said Tenants on terms and conditions
hereinafter mentioned
v) maintaining and keeping in a proper state of repair the said
Property, the Clubhouse, the golfcourse, the gardens, and all open
areas of the said Property (hereinafter called “the Clubhouse”)
C. The parties hereto have agreed that the Company shall have as its
shareholders a company or companies (“the Lessor(s)”) and shall let to
such Lessor(s) portions of the Estate upon which the Chalets shall be
erected such portions being delineated and edged in red ink on a Plan and
marked Section “A” “B” and “C” at the Registry of Documents in Volume
DI Folio………….9 it is further agreed that such Lessor(s) shall sub-let
portions of the Estate that has been or have been let to it or them to the
Tenants and allow the said Tenants to erect and occupy designated Chalets
upon the terms and conditions hereinafter appearing.

IT IS FURTHER AGREED THAT the Maintenance Trustee shall accept the

Management of the Estate on the terms and conditions appearing in the sub-Lease
which is annexed to this Agreement.

NOW THIS DEED WITNESSETH as follows:

2
1. In pursuance of the said Agreement, and in consideration of the Premises
the Tenant HEREBY COVENANTS with the Company as follows:
A A deposit of Kenya Shillings Six Hundred and Eighty Thousand
(K.Shs. 680,000.00) being 20% of the Purchase Price shall be paid
by the Tenant on signing of this Agreement for sale and the balance
of the Purchase Price being Kenya Shillings Two Million Seven
Hundred and Twenty Thousand (K.Shs. 2,720,000.00) shall be paid
30 days from the date of this Agreement (hereinafter referred to as
“the Completion Date”). The Purchase price is inclusive of Kenya
Shillings Seven Hundred Thousand (K.Shs. 700,000.00) being the
Tenant’s contribution to the lodge development that is in progress
on the Estate development fee. The Completion date shall be Thirty
(30) days from the date of the execution of this Agreement for Sale.

B. On the signing of this Agreement, to apply for the allotment of one fully
paid up ordinary share in the Lessor which has leased the particular
portion of the Estate from the Company and pay the sum of Kenya
Shillings One Hundred Thousand (K.Shs.100,000) towards the issuance of
the said share and to execute the sub-Lease in the form set out in the
annexture hereto and marked “Appendix A”.

C. On the signing of this Agreement to pay the sum of Kenya Shillings One
Hundred and Fifty Thousand (K.Shs. 150,000.00) being Service and
Maintenance Charges for the year 2001.

IT IS HEREBY AGREED AND DECLARED by and between the

parties hereto that no Tenant shall have the benefit of a sub-Lease without
being simultaneously the holder of one ordinary share of the Lessor it also
being agreed and declared that the Lessor shall hold one corresponding
share in the Company and the Company in turn shall hold all shares in the
Maintenance Trustee.

3
D. Unless otherwise agreed to in writing by the Company to choose one of
the six designs of the Chalets copies of which have been seen by the
Tenant, (“the said Designs”) to be erected on and marked as No. B51 on
the Plan shown in the second schedule hereto the Co-ordinates of which
are also shown and marked on Appendix B and set aside for the Tenant
under this Agreement it further being agreed that the Chalets designated
Type A and Type B by the Company shall not exceed a ground floor area
of approximately One Hundred (100) square meters and the Chalets
designated as Type C by the Company shall not exceed a ground floor
area of approximately One Hundred and Twenty (120) square meters it
also being agreed that the Company shall in its sole and absolute discretion
decide whether to allow the Tenant to build a single or double storey
Chalet. The Tenant shall notify the Company the choice of Contractor
who will undertake contracting to erect the said Design such Contractor to
be chosen either from the list supplied by the Company or nominated by
the Tenant provided that the Company shall first give its approval in
writing in respect of any such contractor nominated by the Tenant.

E. In the event that the Tenant elects to enter into a direct contract with a
Contractor nominated by it/him for the erection of the said Design the
Tenant shall ensure at all times that the said Design is erect in all respects
in accordance with and to the standards provided for in the plans
elevations sections and specifications of the said Design chosen under the
provisions of Clause l (D) above.

F. Further, in the event that the Tenant should enter into a contract with the
Company for the erection of the said Design referred to in clauses l (D)
above, the Tenant undertakes to duly perform and observe the terms and
conditions contained in and implied therein.

4
G. Not to assign the benefit of this Agreement without the written approval of
the Company the granting of such approval being within the sole and
unfettered discretion of the Company and no reason whatsoever need be
given or supplied by the Company in the granting or refusing of such
written approval.

2. The Company hereby covenants with the Tenant as follows:

(a) To present all the sections and specifications of the Clubhouse and of the
design of the Golf Course (detailed to the absolute discretion of the
Company) to a meeting of the Board of Directors of the Company that
may have been formed for that purpose and to present at such meeting the
aforesaid items for approval by such Board and further to keep the Board
of Directors fully appraised of any changes therein.

(b) On approval being issued in terms of Clause 2(a) as aforesaid to submit for
approval if necessary within a further Ninety (90) days to the relevant
municipal, local or other authority all plans elevations sections and
specifications.

{c) To inform the said Board of any alterations made suggested or advised by
such local municipal or other authority in connection with any plans
elevations sections or specifications or designs of the Clubhouse or the
Golf Course respectively submitted for approval.

(d) To take all steps reasonably possible to comply with any conditions made
precedent by the relevant local municipal or other authority for the
granting of approval.

(e) Upon obtaining the necessary approvals of the said municipal local or
other authority to inform the said Board of the same.

5
(f) In any event the Tenant undertakes and agrees to erect and complete the
said design for occupation within One calendar year from the date of this
Agreement.

(g) To ensure that construction of the Golf Course and the Clubhouse is done
in accordance with the approved plans elevations sections and
specifications as amended and agreed to from time to time and to ensure
that proper provision is made for the laying of drains for the discharge of
rain and waste water and pipes cables and conduits for the supply of gas
water or electricity and any apparatus necessary or convenient for such
supply to the Clubhouse and the Golf Course.

3. The Company hereby further agrees and covenants with the Tenant that in
consideration of the Tenant paying to the Company all sums of money
payable by the Tenant under this Agreement and under the said sub-Lease
the Company will use these monies in their entirety to pay the costs of the
construction of the Clubhouse and laying of the Golf Course and such
other matters ancillary to the same including but not limited to all fees and
charges incurred in connection with any matter relating to such
construction.

4. If the Tenant shall fail to comply with any of the conditions hereof or the
condition relating to the completion of this Agreement the Company may
give to the Tenant at least Twenty-one (21) days’ notice in writing
specifying the default and requiring the Tenant to remedy the same before
the expiration of such notice AND if the Tenant shall not comply with the
said notice the Company shall at its sole option be entitled to do all or any
of the following:

6
(a) Forthwith to forfeit the first deposit paid for the Company’s own benefit as
liquidated damages and declare this Agreement to be rescinded; or

(b) to take all legal steps as may be necessary against the Tenant to recover all
sums due and unpaid by the Tenant under the terms hereof and including
but not limited to specific performance of this Agreement.

(c) Upon rescinding this Agreement the Company shall be at liberty to issue a
new sub-Lease by private treaty to such stipulations and conditions as the
Company may in its sole discretion deem fit.

(d) The Tenant shall in addition forthwith forfeit the share held by it/him in
the Lessor to which the Company has leased the particular portion of the
Estate.

5. Any dispute or difference arising between the parties hereto regarding the
meaning or interpretation or anything herein contained or otherwise
arising out of or in connection with this Agreement shall be referred for
decision to a Single Arbitrator acceptable to the parties hereto and such
arbitration shall be carried out in accordance with the provisions of the
Arbitration Act (Chapter 49 of the Laws of Kenya) or any re-enactment or
statutory modification thereof for the time being in force.

6. The Tenant shall bear all costs incidental to the preparation stamping and
registration of this Agreement and the sub-Lease but the Company shall
bear all costs in connection with the preparation of the Lease.

7. Notices made hereunder shall be in writing made by hand delivery to the

following addresses or such other address as may be notified from time to
time:-
(a) The Company: P O BOX jjjjjjjj, Nairobi

7
 (b) The Lessor: P O BOX ,,,,,,,Nairobi
{c} The Tenant: P. O. Box ,,,,,,,,,, Nairobi
(d) The Maintenance Trustee: P O BOX ,,,,,,,,,,,, Nairobi

IN WITNESS whereof this Agreement has been duly executed by the parties
hereto the day and year first hereinbefore written.

8
 THE FIRST SCHEDULE
PART I DESCRIPTION OF THE SAID PROPERTY
The Company is registered as proprietor as lessee of:
1. ALL THAT piece of land situate adjoining Lake Naivasha in the Nakuru
District of the said Republic containing by measurement Sixty Five
Decimal Seven Two (65.72) hectares of thereabouts and being Land
Reference Number jjjjjjjj/100 as delineated on Land Survey Plan Number
215299 Annexed to a Certificate of Title registered at the Land Titles
Registry Nairobi as Number I.R. ,,,,,,,,,,,,,,, Held for a term of Ninety nine
(99) years from the First day of July One Thousand Nine Hundred and
Ninety Subject to the annual revisable rent of Kenya Shillings Two
Thousand Three Hundred (K.Shs 2,300.00) and to the act, special
conditions and encumbrances and other matters specified in the
Memorandum endorsed on the said Certificate of Title.

9
 APPENDIX B
attach Plan of where Chalet is to be located.

10
SEALED with the Common Seal )
of the Company in the )
presence of :- )
)
DIRECTOR )
)
)
SECRETARY )
)

SEALED with the Common Seal )

of the Tenant in the )
presence of:- )
)
)
DIRECTOR )
)
)
)
SECRETARY )

SEALED with the Common Seal )

of the Lessor in the )
presence of:- )
)
)
DIRECTOR )
)
SECRETARY )

11
SEALED with the Common Seal )
of the Maintenance Trustee in the )
presence of :- )
)
DIRECTOR )
)
)
)
SECRETARY )

12
 APPENDIX A

SUB-LEASE
THIS SUB-LEASE is made this day of Two Thousand and One
BETWEEN GGGGGGGG SECTION B LIMITED a Limited Liability
Company incorporated in the Republic of Kenya with its registered office at
Nairobi and of Post Office Box Number ,,,,,,,,,,,,, Naivasha (hereinafter called
"the Lessor" which expression shall where the context so admits include its
successors and assigns) of the first part, WWW PROPERTIES LIMITED of
Post Office Box Number ,,,,,,,,,,,, Nairobi (hereinafter called "the Tenant" which
expression shall where the context so admits, include its successors and assigns)
of the Second part and GGGG MANAGEMENT LIMITED a limited liability
Company incorporated in the said Republic aforesaid with its registered office at
Nairobi and of Post Office Box Number ,,,,,,,,,,,,, Nairobi (hereinafter called "the
Maintenance Trustee" which expression shall where the context so admits include
its successors and assigns) of the third part.

WHEREAS:

A. JJJJJJJJ GOLF AND COUNTRY COMPLEX LIMITED (“The

Head Lessor”) is the registered proprietor of ALL THAT land situate
adjoining Lake Naivasha in the Nakuru District of the said Republic and
more specifically described in Part I of the First Schedule (hereinafter
referred to as “the said Property”)

B. The Head Lessor has agreed to erect on a portion of the said Property
(i) a Club House and other buildings and structures necessary for the
purposes of a golf and sports club (all such buildings and
structures hereinafter referred to as “the Clubhouse”); and

13
 (ii) an 18-hole golf course together with the gardens and all open
areas of the Property hereinafter referred to collectively as “the
Estate”).

C. The Head Lessor has let to the Lessor a certain portion of the said Property
more specifically described in Part II of the First Schedule hereto subject
to the Regulations hereinafter mentioned to the intent that the Head Lessor
and the Lessor may enforce the observance of the Regulations by the
Tenant for the time being of every Chalet and the Clubhouse and the
Estate.

D. Further the parties hereto have agreed that the Lessor shall grant to and the
Tenant shall accept a sub-Lease (being this sub-Lease) of one of the said
Chalets such sub-Leases being identical in form to each other and the
Maintenance Trustee shall accept the Trusts hereinafter set forth upon the
terms hereinafter contained.

NOW THIS LEASE WITNESSES as follows:

INTERPRETATIONS AND DEFINITIONS:

1. In this Lease:
(i) "The Lessor" and "the Tenant" shall where the context admits
include their respective heirs successors and assigns in title
(ii) "The Maintenance Trustee" means the maintenance trustee for the
time being of the Maintenance Fund hereinafter defined
(iii) "The Surveyor" means the Chartered Surveyor employed pursuant
to paragraph 1 of the Fifth Schedule
(iv) "The Chalet" means the Chalet described in Part III of the First
Schedule
(v) "The Perpetuity Date" means the expiration of the residue term of
the grant less the last Six months thereof.

14
(vi) "the Maintenance Date" is the day of
20….. being the date upon which Tenants of Chalets under a lease
in the form of this sub-Lease became responsible for payment of a
maintenance contribution thereunder.
(vii) "The Maintenance Period" means the period beginning on the
Maintenance Date and ending on the Perpetuity Date
(viii) "Maintenance Year" means every twelve monthly period ending on
the 31st day of December the whole or any part of which falls
within the Maintenance Period
(ix) "The Maintenance Contribution" means a sum equal to the
percentage proportion appropriate to the Chalet (as specified in Part
I of the Fourth Schedule subject to the provisions of Part II of that
schedule) of the aggregate annual maintenance provision for the
whole of the Estate for each Maintenance Year (as computed in
accordance with the provisions of Part III of the same Schedule)
(x) "Conduits" means and includes ventilating ducts cisterns tanks
radiators water and gas and electricity supply pipes sewers drains
tubes meters soil pipes waste water pipes and also wires cables or
apparatus belonging to any public utility supply authorities or to
any person or corporation supplying any television aerial
rediffusion service or internal telephone system.
(xi) "The Regulations" means the regulations at present in force in
respect of the Estate which are set out in the Seventh Schedule or
those for the time being in force pursuant to such Schedule and
Clause 7(iv)
(xii) Reference to clauses paragraphs schedules or plans shall be
references to the clauses hereof the schedules hereto the paragraphs
contained in any schedule or the plans annexed hereto respectively.
(xiii) If the Tenant is more than one person all covenants agreements and
obligations on the Tenant's part shall be construed as joint and
several

15
 (xiv) Words importing the masculine gender shall where necessary be
construed as importing the feminine gender and words importing
the singular number shall where necessary be construed as
importing the plural number and vice versa
(xv) The marginal notes are for reference only and shall not affect the
construction of this Lease
DEMISE
2. In consideration of the sum of KENYA SHILLINGS
…………………………… (K.SHS…………….) paid by the Tenant to
the Lessor by way of a share premium (the receipt whereof the Lessor
hereby acknowledges) the Lessor HEREBY DEMISES to the Tenant the
Chalet TOGETHER with the rights specified in Part II of the First
Schedule but EXCEPTING AND RESERVING to the Lessor the rights
specified in the Second Schedule TO HOLD the same unto the Tenant for
a term of ………….. years from the ………… day of ……….. 20………
(less the last 6 months) and the extensions obtained thereto SUBJECT to
the ground rent and covenants and conditions contained in or implied by
Certificate of Title Number I. R. ………… and the Title rights and
easements appertaining to any other Chalet including the Clubhouse
YIELDING and PAYING therefore to the Lessor during the period from
the ......... day of ........ 20….. the yearly rent of a peppercorn (if
demanded).

TENANT'S COVENANTS

3. The Tenant hereby covenants with the Lessor and with the Maintenance
Trustee to observe and perform the obligations set out in the Third
Schedule

TENANT'S FURTHER COVENANTS

16
4. The Tenant HEREBY FURTHER COVENANTS with the Maintenance
Trustee and with the Lessor as follows:

(A) In respect of every Maintenance Year to pay the Maintenance

Contribution to the Maintenance Trustee by two equal installments on the
1st day of January at the commencement of the Maintenance Year and on
the 1st day of July in the Maintenance Year and also to pay a due
proportion of any Maintenance Adjustment pursuant to paragraph 3 of Part
III of the Fourth Schedule and the Tenant shall on the execution hereof
pay a due proportion thereof in respect of the period from the date of this
sub-Lease to the 31st December 20.....

(B) If after the Perpetuity Date and up to the expiration of the term of the
Grant the Tenant will during the residue of the term indemnify the Lessor
against the costs and expenses incurred by the Lessor in performing the
obligations to be undertaken by it pursuant to paragraph 12 of the Sixth
Schedule provided that the Tenant's liability under this covenant shall not
exceed the same percentage proportion of the aggregate of the said costs
and expenses as is hereinbefore provided in relation to Maintenance
Contribution
(C) If and so far as the charge created by clause 5(A) shall be insufficient to
put the Clubhouse in good complete and substantial repair upon the
Perpetuity Date the Tenant will pay to the Lessor the same percentage
proportion of the deficiency as is referred to in paragraph (ix) of Clause 1.

5. (A) The Maintenance Trustee shall pay the said sums into a bank
having the status of a trust corporation in an account named “The
Jjjjjjjj Golf and Country Complex Maintenance Fund” and shall
hold such balance (hereinafter referred to as “the Maintenance
Fund” which expression includes the assets in the hands of the
Maintenance Trustee for the time being representing such fund and

17
 the income thereof) upon trust (subject to the provisions of the sub-
clause (B) hereof) to apply the same until the Perpetuity Date for
the purposes specified in the Fifth Schedule and subject thereto
upon the trust set forth in sub-clause (C) hereof.

(B) If at any time the Maintenance Trustee shall consider that it would
be in the general interest of the Tenants of the Chalets so to do the
Maintenance Trustee shall have power to discontinue any of the
matters specified in the Fifth Schedule which in the opinion of the
Maintenance Trustee shall have become impracticable obsolete
unnecessary or excessively costly provided that in deciding
whether or not to discontinue any such matter the Maintenance
Trustee shall consider the views and the wishes of the majority of
the Tenants of the Chalets

(C) Upon the Perpetuity Date the Maintenance Fund shall stand
charged with the payment to the Lessor of such amount (if any) as
may be required to put the Clubhouse, the golf course the gardens
and the common areas (other than the Chalets) in good complete
and substantial repair and condition and subject as aforesaid shall
be held by the Maintenance Trustee upon trust absolutely for the
persons (including the Tenants) who on the Perpetuity Date shall be
the Tenants of the Chalets in the same proportions (as between
themselves) as the percentages set opposite their respective Chalets
in Part I the Fourth Schedule.

(D) In the event that the Tenant shall delay in the payment of any
service charge for a period of twenty one (21) days from the date
the same is due then thereafter the Tenant shall pay interest on the
outstanding sum at the rate of 2% above the rate of interest

18
 currently charged by Barclays Bank of Kenya for commercial
loans.

6. The Lessor HEREBY COVENANTS with the Tenant and with the
Maintenance Trustee to observe and perform the obligations set out in the
Sixth Schedule

7. PROVIDED ALWAYS and it is hereby agreed as follows:

1. If the Maintenance Contribution or any part thereof respectively

shall be unpaid for twenty one (21) days after becoming payable
(whether formally demanded or not) or if any covenants on the
Tenant's part herein contained shall not be performed and observed
then and in any such case it shall be lawful for the Lessor and the
Maintenance Trustee or any person or persons duly authorised by
the Lessor and the Maintenance Trustee in that behalf at any time
thereafter to issue a notice to the Tenant requiring the said Tenant
to rectify such breach and to make payment within fourteen (14)
days of the issuance of such notice and thereafter the Head Lessor
the Lessor and the Maintenance Trustee shall be entitled to take any
legal action they deem fit for the recovery of the outstanding
Maintenance Contribution without prejudice to any other legal
rights they may possess to enforce recovery of the same.

2. (a) Neither the Head-Lessor the Lessor nor the Maintenance

Trustee shall be liable or responsible for any damage
suffered by the Tenant or any servant agent or workman of
the Tenant or any member of the Tenant's family or any
guest of his through any defect in any fixture conduit
staircase machinery or thing in or upon the Clubhouse and
the Estate or any part or parts thereof or through the neglect

19
 fault or misconduct of any guard or other servant employed
by the Maintenance Trustee or by the Head Lessor or Lessor
in connection with the Clubhouse and the Estate except in
so far as any such liability may be covered by insurance
effected by the Maintenance Trustee pursuant to paragraphs
13 or 14 of the Fifth Schedule or except insofar as it relates
to the administration or calculation of the Maintenance
Contribution.
(b) The aforesaid guards servants and staff are not authorised to
have custody of the keys of any of the Chalets except at the
Tenant's risk or to receive any parcels letters goods or
chattels either for delivery to the Tenant or any of his family
guests or servants or from any such person for collection by
or delivery to the Tenant or any of his family guests or
servants or from any such person for collection by or
delivery to tradesmen or others except at the risk of the
person concerned. The Tenant will indemnify the Head
Lessor the Lessor the Maintenance Trustee and their staff or
agents against any claims by his family guests or servants in
respect of loss or of damage to any such articles or to any
articles delivered to the premises or arising out of delay in
collection of the same.

3. Any dispute between the Tenant and any lessee Tenant or occupier
of any part of the Estate not hereby demised or between the Tenant
and any owner or occupier of any adjoining or neighbouring
property relating to any part of the Clubhouse or the Estate or such
adjoining property shall be referred to the Maintenance Trustee or
(if the Maintenance Trustee so requires to the Surveyor for the time
being) and the decision of the Maintenance Trustee or the Surveyor
as the case may be (as between the Tenant and any other lessee

20
 Tenant or occupier of any part of the Estate) shall be final and
binding.

4. The Maintenance Trustee may at any time or times during the term
hereby created in the interests of good Estate management impose
such regulations of general application regarding the Clubhouse
and the Estate therein as it may in its absolute discretion think fit in
addition to or in place of the Regulations (but so that any such
regulations shall not conflict with this sub-Lease) and the
Maintenance Trustee shall have power in its absolute discretion to
revoke amend or add to such regulations or any additions thereto or
substitutions therefore.

5. If the Clubhouse or the Estate or either of them or any part thereof

shall at any time during the term hereby granted be destroyed or
damaged by fire or any other risk covered by the insurance effected
pursuant to paragraph 10 of the Fifth Schedule so as to be unfit for
habitation and/or use and the policy or policies of insurance so
effected shall not have been vitiated or payment of the policy
monies refused in whole or in part in consequence of any act or
default of the Tenant his family guest servant agent or workman the
rent hereby reserved and the Maintenance Contribution or a fair
proportion thereof according to the nature and extent of the damage
sustained shall be suspended until the Clubhouse and the Estate
shall again be rendered fit for habitation and use and any dispute
concerning this clause shall be determined by a single arbitrator in
accordance with the Arbitration Act (Cap 49 of the laws of Kenya)
or any statutory enactment in that behalf for the time being in force.

6. In the event of the Tenant acquiring the individual title expectant

on the term granted by this sub-Lease (whether pursuant to any

21
 statute or otherwise) the trust hereby created of the Maintenance
Fund and the provisions herein contained for the application thereof
by the Maintenance Trustee and for the computation and payment
of the Maintenance Contribution shall remain in full force and
effect together with such ancillary rights and provisions as shall be
necessary to secure the continued administration of the Clubhouse
and the Estate and the provision of services to the Tenants and the
remuneration of the Maintenance Trustee in manner herein
provided and such documents shall be agreed and entered into
between the Tenant and the Maintenance Trustee and the Head
Lessor and the Lessor (at the respective costs of each such party) as
may be necessary for this purpose and in the event of any dispute
with regard to the form of the contents of such documents shall be
agreed and entered into between the Tenants and the Maintenance
Trustee and the Head Lessor and the Lessor (at the respective costs
of each such party) as may be necessary for this purpose and in the
event of any dispute with regard to the form of contents of such
documents such dispute shall be referred to the decision of a single
Arbitrator who shall be an advocate of not less than 10 years
standing to be appointed by the Chairman for the time being of the
Law Society of Kenya in accordance with the provisions of the
Arbitration Act or any Act amending or replacing the same. The
decision of such Arbitrator shall be final conclusive and binding on
the parties.

7. The Tenant accepts the obligations of the Maintenance Trustee for

the performance of the matters specified in the Fifth Schedule in
substitution for and to the entire exclusion of any implied
obligations on the part of the Lessor as respects any of the matters
specified in the Fifth Schedule.

22
8. In this sub-Lease where reference is made to rights or easements
which constitute further rights or easements in connection with
conduits which do not at the date hereof exist the said reference
shall be deemed only to apply to such easements and rights as shall
come into existence before the Perpetuity Date.

9. Wherever in this sub-Lease there is any provision for a Surveyor or

other person to give a certificate or decision such certificate or
decision shall extend only to matters of fact and shall not extend to
any question of law but subject thereto any such certificate or
decision shall be final and binding.

10. IT IS HEREBY AGREED AND DECLARED by and between the

parties hereto that no Tenant shall have the benefit of a sub-Lease
without being simultaneously the purchaser and holder of one
ordinary share of the Lessor it also being agreed and declared that
the Lessor shall hold one corresponding share in the Head Lessor
and the Head Lessor in turn shall hold all the shares in the
Management Trustee.

11. Notices made hereunder shall be in writing made by hand delivery

to the following addresses or such other address as may be notified
from time to time:-
(a) The Lessor: P O BOX ,,,,,,,,,,, Nairobi
(b) The Head Lessor: P O BOX ,,,,,,,,,, Nairobi
{c) The Tenant: P O Box ,,,,,,,,,,,, Nairobi
(d) The Maintenance Trustee: P O BOX ,,,,,,,,,,, Nairobi

12. All costs incidental to the preparation stamping and registration of

this sub-Lease shall be borne by the Tenant.

23
IN WITNESS whereof the Lessor the Maintenance Trustee and the Tenant have
executed this sub-Lease as their deed.

THE FIRST SCHEDULE

PART I DESCRIPTION OF THE SAID PROPERTY
The Head Lessor is registered as proprietor as lessee of ALL THAT piece of land
situate adjoining Lake Naivasha in the Nakuru District of the said Republic
containing by measurement Sixty Five Decimal Seven Two (65.72) hectares of
thereabouts and being Land Reference Number ,,,,,,,,/,,,,,,,,, as delineated on Land
Survey Plan Number ,,,,,,,, Annexed to a Certificate of Title registered at the Land
Titles Registry Nairobi as Number I.R. ,,,,,,,,,,,,,, Held for a term of Ninety Nine
(99) years from the 1st day of July One Thousand Nine Hundred and Ninety
Subject to the annual revisable rent of Kenya Shillings Two Thousand Three
Hundred (K.Shs2,300.00) and to the act, special conditions and encumbrances
and other matters specified in the Memorandum endorsed on the said Certificate
of Title.

PART II DESCRIPTION OF THE PORTION OF THE SAID

PROPERTY LET TO THE LESSOR BY THE HEAD LESSOR

Site Number: 51B

Co-ordinate: To be supplied

Company: GG Section (B) Limited

PART III DESCRIPTION OF THE CHALET

24
1. The Chalet comprises ALL THAT Chalet known as Chalet Number 51
with co-ordinates To be supplied marked with a cross in red on the plan
annexed hereto ("the Chalet") and more particularly on plans registered in
the Registry of Documents in Volume DI Folio ,,,,,,,,,/,,,,,,,, and thereon
bordered in red.

2. The Chalet INCLUDES (for the purpose of obligation as well as grant):

(i) the external plastered and other coverings and other materials and
plaster and other work and other materials of the walls bounding
the Chalet and the doors and door frames and windows fitted in
such walls and

(ii) the internal plastered and other coverings and other materials and
plaster and other work and other materials of the walls and
partitions lying within the Chalet and the doors and door frames
fitted in such walls and partitions and

(iii) the plastered and other coverings and other materials plaster and
other work and materials of the ceilings and the floorboards and
other surfaces of the floors thereof and

(iv) the internal surfaces of the balconies (if any) which adjoin the
Chalet and

(v) all conduits which are laid in any part of the Estate and serve
exclusively the Chalet and

(vi) all fixtures and fittings in or about the Chalet (other than Tenant's
fixtures and fittings) and not hereinafter expressly excluded

25
 BUT EXCLUDES
(a) any other part or parts of the Estate
(b) any conduits in the Estate which do not serve exclusively
the said Chalet

PART II RIGHTS GRANTED TO THE TENANT

1. The right for the Tenant (in common with the Lessor and all others
authorised by the Lessor or entitled to the like right) at all times and for all
purposes incidental to the occupation and enjoyment of the Chalet

(a) to pass on foot only other than with vehicles for the purpose of:-
(i) access and egress for the Tenants’ vehicles to the Clubhouse
and other Chalets and for lorries not exceeding 7 tonnes loading
and unloading
(ii) taxis

(b) parking space for a maximum of two personal vehicles adjacent to

or in close proximity to the Chalets on a plan approved by the Head
Lessor or in the public spaces provided by the Head Lessor next to
the Clubhouse and provided that the Head-Lessor may install
security gates across the entrance drive to the Estate (subject to the
provisions of paragraph 19 of the Third Schedule).

(c) to use on foot only the entrance halls staircases and passages in the
Clubhouse

2. The right of passage and running of electricity water and soil from and to
the Chalet in through and along the conduits now laid or hereafter to be
laid in or upon the Estate thereof

26
3. The right at all reasonable times to enter upon any part of the Lessor's
property or the Head Lessor’s property for the purpose of executing
repairs and alterations to the Chalet as the same shall be necessary and
making good any damage caused thereby upon reasonable written notice
being given except in the case of an emergency.

THE SECOND SCHEDULE

RIGHTS EXCEPTED AND RESERVED

1. The right of passage and running of electrical wires and soil from and to
the remainder of the Clubhouse and Estate or any part thereof in through
and along the conduits now laid or hereafter to be laid in or upon the
Chalet or any part thereof

2. The right for the Head Lessor the Lessor and the Maintenance Trustee and
their respective servants agents and workmen at all reasonable times to
enter the Chalet for the purpose of inspecting repairing maintaining or
renewing any electrical wires including all conduits now laid or hereafter
to be laid in the Estate or any part thereof and making good any damage
carried thereby upon reasonable written notice being given except in the
case of emergency.

THE THIRD SCHEDULE

TENANT'S COVENANTS

1. To pay the rent hereinbefore reserved at the times and in the manner
aforesaid.

27
2. To pay all existing and future rates taxes duties assessments land rents
charges impositions and outgoings whatsoever whether parliamentary
parochial local or of any other description which now are or during the
said term shall be assessed charged or imposed on or payable in respect of
the Chalet or on the Lessor, Head Lessor or occupier in respect thereof
and in particular to pay or refund to the Lessor any Water Rate Land Rent
or other charge whatsoever attributable to the Estate on the basis of the
rateable value thereof or on such other basis as may be adopted by the
Lessor, the Head Lessor or the Maintenance Trustee from time to time and
also to pay a due proportion (to be conclusively determined by the
Surveyor) of any such items as aforesaid which may be assessed charged
or imposed on or payable in respect of the Estate together with other
Chalets or other parts of the Clubhouse and Estate (but not in respect of
the entirety of the Clubhouse).

3. At all times during the said term to maintain and keep the Chalet clean and
in good repair and condition and in particular as occasion requires
thoroughly to clean all windows serving the Chalet and to keep all
conduits now laid or hereafter to be laid for the exclusive service of the
Chalet in good repair and condition and free from obstruction provided
that before repairing any conduits will give notice to the Surveyor stating
the nature of the defect or damage thereto and in repairing the same will
comply in all respects with the requirements of all local and statutory
bodies having jurisdiction in the matter

4. At his/its expense to execute and do all such works as may be directed in

pursuance of any statutory enactment or otherwise by any national local or
public authority or body to be executed or done at any time during the said
term upon or in respect of the Chalet whether by the Lessor or the Tenant.

28
5. At his/its own expense to obtain all licences permissions and consents and
executed and do all works and things and bear and pay all expenses
required or imposed by any existing or further legislation in respect any
works carried out by the Tenant to the Chalet or any part thereof or any
user thereof during the said term and to pay the reasonable fees costs and
charges of the Advocates and Surveyors for the time being of the Lessor
and the Maintenance Trustee in relation to any planning application
inspection or approval or otherwise in connection therewith and to keep
the Lessor and the Maintenance Trustee indemnified in respect of any
breach or non-observance thereof.

6. Not to alter the internal planning or the height elevation or external

appearance of the Chalet nor at any time make any alterations or additions
thereof nor cut maim or remove any of the party or other walls or
partitions or the principal or bearing timbers or iron and steel or other
supports thereof nor carry out any development thereto nor change the
user thereof (within the meaning of any legislation for the time being
relating to the same) without the previous formal licence of the Lessor the
Head Lessor and the Maintenance Trustee provided that such plans and
specifications of any such alterations or works as the Surveyor shall deem
necessary shall be first submitted to the Surveyor for approving the plans
and specifications and supervising the work and shall also pay the proper
legal costs of the Head Lessor the Lessor and the Maintenance Trustee in
connection with any such license.

7. Not to assign transfer underlet or part with possession of the Chalet as a

whole without the previous consent in writing of the Lessor such consent
not to be unreasonably withheld or delayed and to be subject to
compliance by the Tenant with the provisions of paragraphs (9) and (10)
of this Schedule

29
8. Not at any time during the term hereby granted to underlet or permit the
Chalet to be underlet except upon terms that the under-Tenant shall be
liable to pay throughout the term of such underlease not less than the
aggregate of the rent hereby reserved and the Maintenance Contribution
for a term of not less than six months

9. (a) To cause to be inserted in every underlease (whether mediate or

immediate) a covenant by the sub-underlessee with the Lessor the
Maintenance Trustee and with the Tenant to observe and perform
all the covenants and conditions in this sub-Lease contained (except
the covenants for the payment of rent or Maintenance Contribution)
(b) Upon any assignment of this sub-Lease to cause the assigns to enter
into a direct covenant with the Lessor and the Maintenance Trustee
to observe and perform the covenants and conditions hereof and to
cause every underlease to contain a similar provision

10. Upon every underletting of the Chalet and upon every assignment transfer
or charge thereof and upon the grant of probate or letters of Administration
affecting the term hereby granted and upon the devolution of any such
term under any assent or other instrument or otherwise howsoever or by
any Order of the Court within one month thereafter to give to the Lessor
and to the Maintenance Trustee or their respective Advocates for the time
being notice in writing of such underletting assignment transfer charge
grant assent other instrument or Order with full particulars thereof and of
the name quality and place or places of abode of such underlessee or
underlessees or the person or persons in whom the term hereby granted
shall have become vested or to whom it shall have become charged as
aforesaid and to produce to the Lessor and to the Maintenance Trustee or
to its said Advocates every such document as aforesaid.

30
11. To permit the Maintenance Trustee or the Lessor or the respective agents
or workmen of the persons aforesaid at reasonable hours in the daytime
after reasonable notice except in the case of emergency to enter upon the
Chalet for the purpose of executing repairs improvements or alteration to
or upon any part of the Chalet (whether hereby demised or not) or of the
said neighbouring premises for the purpose of construction laying down
altering cleansing emptying removing renewing or maintaining any
existing or new conduits now laid or hereafter to be laid in or upon the
Chalet or any part thereof but making good to the Tenant all damage
thereby occasioned and carrying out such works as expeditiously and with
as little disturbance to the occupier of the Chalet as possible and the
Tenant will not remove or interfere with any such conduits aforesaid
provided that any new conduits shall be located in the position which will
least interfere with the enjoyment by the Tenant of the amenities of the
Chalet

12. To pay all reasonable costs and expenses of the Lessor (including all
Advocates' and surveyors; costs and fees) incurred in granting any consent
under this sub-Lease

13. Not to do or permit or suffer any act matter or thing in or upon the Chalet
which may render any increased or extra premium to be payable for the
insurance of the Clubhouse and the Estate or which may make void or
voidable any policy for such insurance and to indemnify the Maintenance
Trustee the Head Lessor and the Lessor against any increased or additional
premium which by reason of any such act or default of the Tenant may be
required for effecting or keeping up any such insurance and in the event of
the Clubhouse or any part of the Estate or any part thereof being damaged
or destroyed by fire or any other risk insured in accordance with the
provisions hereinafter contained at any time during the term hereby
granted and the insurance money under any insurance policy effected

31
 thereon in accordance with such provisions being wholly or partially
irrecoverable by reason solely or in part of any act or default of the Tenant
his family guests servants agents or workmen then and in every such case
the Tenant will forthwith pay to the Head Lessor or to the Lessor the
whole or (as the case may require) a fair proportion of the cost of
rebuilding and reinstating the same. Any dispute as to the proportion to be
so contributed by the Tenant otherwise in respect of or arising out of this
provision to be referred to arbitration in accordance with the provisions of
the Arbitration Act (Cap 49 of the laws of Kenya) or any statutory
modification or re-enactment thereof for the time being in force

14. Not to do or suffer to be done anything which might hinder or prevent free
access with or without vehicles to the entrance doors of the Clubhouse the
Chalets and other parts of the Estate and in particular not to park or allow
the parking of any motor vehicle on any part of the curtilage of the other
Chalets and the Clubhouse other than temporary parking for the purposes
described elsewhere in this sub-Lease.

15 Forthwith to give notice to the Maintenance Trustee and the Lessor of any
notice or order or proposal for a notice or order served under any statute
order regulation or bye-law on the Tenant or any underlessee of the Chalet
and if so required by the Lessor or the Maintenance Trustee will produce
the same and where reasonably required by the Lessor or the Maintenance
Trustee make or join in making such applications and representations in
respect thereof as are referred to in paragraph 2 of the Sixth Edition
Schedule

16. To repay to the Maintenance Trustee all costs charges and expenses
incurred by the Lessor or the Maintenance Trustee in repairing renewing
and reinstating any part of the Clubhouse and the Estate not hereby
demised or and conduits laid in connection with the Clubhouse and the

32
 Estate so far as such repair renewal or reinstatement shall have been
necessitated or contributed to by any act of negligence or default of the
Tenant his family guest servant agent or workman.

17. Not to use or permit to be used the said Chalet for any purpose other than
as a single private residence for the accommodation of one family and not
for any purpose or in any manner which may at any time be or become a
nuisance or annoyance to the owners or occupiers of any other Premises in
the said Estate or be injurious or detrimental to the reputation of the Estate

17. Not to use the said Chalet or permit it to be used for any purpose of an
illegal immoral or improper nature or which is injurious to the reputation
of the Estate.

19. At all times during the said term to observe the Regulations

THE FOURTH SCHEDULE

PART 1 ANNUAL MAINTENANCE PROVISION PAYABLE IN

RESPECT OF EACH CHALET AND THE CLUBHOUSE AND THE
ESTATE AS MAINTENANCE CONTRIBUTION
Chalet No 51B:
---------------------------------------------------------------------------------------------------
-------------------------

PART II VARIATION OF AMOUNTS PAYABLE

33
If in the opinion of the Surveyor it should at any time become necessary or
equitable to do so by reason of any of the Chalets in the Estate ceasing to exist or
to be habitable or being compulsorily acquired or requisitioned or for any other
reason whatsoever the Surveyor shall recalculate the proportions payable
appropriate on an equitable basis to the Chalets and notify the Tenants and the
Lessor accordingly and in such case as from the date of such event the new
amount notified to the Tenant in respect of the Chalet shall be substituted for that
set out in Part I of this Schedule and all reference in this deed to the proportion
appropriate to the Chalet or to the maintenance contribution shall be construed as
references to the new proportion or the maintenance contribution based thereon.

PART III COMPUTATION OF ANNUAL MAINTENANCE PROVISION

1. The annual Maintenance Provision in respect of each Maintenance Year

(a) shall be computed not later than the beginning of December
immediately preceding the commencement of the Maintenance
Year (other than the Maintenance Provision for the Maintenance
Year ending 31st December 1997 and 1998 which will be
computed at the earliest possible opportunity).
(b) shall be computed in accordance with paragraph 2 hereof

2. The annual Maintenance Provision shall consist of

(a) A sum comprising:

(i) the expenditure estimated as likely to be incurred in the
Maintenance year by the Maintenance Trustee for the purposes
mentioned in the Fifth Schedule together with
(ii) an appropriate amount as a reserve for or towards those of the
matters mentioned in the Fifth Schedule as are likely to give rise to
expenditure after such Maintenance Year being matters which are
likely to arise either only once during the then unexpired term of

34
 this sub-Lease or at intervals of more than one year during such
unexpired term including (without prejudice to the generality of the
foregoing) such matters as the painting of the common parts and
exterior of the Clubhouse the repair of the structure thereof the
repair of drains and the overhaul renewal and modernisation of any
plant or machinery (the said amount to be computed in such
manner as to ensure as far as is reasonably foreseeable that the
Maintenance Provision shall not unduly fluctuate from year to
year) together with
(iii) a sum equal to any maintenance contribution (or part thereof)
payable in respect of any Chalet in the Estate in respect of any
preceding Maintenance Year which shall not have been paid at the
date on which the computation is made provided always that no
such sum shall be included unless the Surveyor is satisfied that the
Maintenance Trustee has taken all reasonable steps to recover such
sum from the person liable to pay the same but
(iv) reduced by any unexpended reserve already made pursuant to sub-
paragraph (ii) hereof in respect of any such expenditure as is
mentioned in sub-paragraph (i) hereof and further
(v) reduced by any sum by way of Maintenance Contribution which
was included in the computation for any previous Maintenance
Year pursuant to sub-paragraph (iii) hereof and has since been
recovered by the Maintenance Trustee from the person liable to pay
the same

3. After the end of each Maintenance Year or (in the case of the last
Maintenance Year) after the Perpetuity Date (if this shall be earlier)
(a) The Surveyor shall determine the Maintenance Adjustment
calculated as set out in the next following sub-paragraph
(b) The Maintenance Adjustment shall be the amount (if any) by which
the estimate under paragraph 2(a)(i) above shall have exceeded or

35
 fallen short of the actual expenditure in the Maintenance Year
provided that in the case of a Maintenance Year part of which falls
outside the Maintenance Period the estimate shall be reduced
proportionately for the purpose of the above calculation
(c) The Tenant shall be allowed or shall on demand pay as the case
may be against or with the next installment of maintenance
contribution falling due after the date of such determination the
percentage proportion appropriate to the Chalet of the Maintenance
Adjustment except that in the case of the last Maintenance Year the
allowance or payment shall be made immediately following the
date of such determination Provided further that if the Tenant was
only liable for proportion of the Maintenance Contribution then the
Tenant shall be allowed or shall pay only a similar proportion of
the Maintenance Adjustment such proportion to be calculated on an
annual basis except in the case of a Maintenance Year part of
which did not fall within the Maintenance Period when the
proportion shall be calculated on the basis of the actual part of the
year which fell within that period

4. A Certificate signed by the Surveyor and purporting to show the amount

of the annual Maintenance Provision for the Maintenance Year shall be
conclusive of such amount and in giving such certificate the Surveyor
shall be deemed to be acting as an expert and not as an arbitrator.

5. The Maintenance Trustee shall procure that there shall be open to

inspection by the Tenant and the Lessor during ordinary business hours at
the office of the Surveyor in every period of three months ending on any
31st day of July occurring during the term of this sub-Lease copies of
accounts of the Maintenance Fund for the year ending on the 31st day of
December last before such 31st day of July (provided that the Tenant or
the Lessor shall give to the Surveyor reasonable notice in writing or his

36
 desire to see such copies) and the Maintenance Trustee shall further supply
to the Tenant a summary of such accounts

THE FIFTH SCHEDULE

PURPOSES FOR WHICH THE MAINTENANCE FUND IS TO BE
APPLIED

1. To employ and pay the remuneration of a person (in this sub-Lease called
"the Surveyor") to carry out such duties as may from time to time be
assigned to him by the Maintenance Trustee or are otherwise imposed on
him by the provisions of this sub-Lease. The Surveyor may (but need not)
be a member director or employee of the Maintenance Trustee or of the
Lessor and his remuneration hereunder (which may be calculated on a
percentage basis) shall not be more than is reasonably commensurate with
his services in relation to the Estate.

2. As often as may in the opinion of the Surveyor be necessary to wash and

paint in appropriate colours and in a workmanlike manner or otherwise
treat in an appropriate manner all the outside wood iron cement and stucco
work of the Clubhouse usually painted or treated as the case may be and to
repaint and clean the outside brickwork and stonework as often as may be
necessary AND ALSO at all times during the Maintenance Period to keep
the interior and exterior walls and ceilings and floors of the Clubhouse and
the whole of the structure foundations and main drains and boundary walls
and fences of the Estate (but excluding such parts thereof as are included
in the Chalet by virtue of the definition contained in Part I of the First
Schedule) and also the floors interior and non structural parts in good
repair and condition AND ALSO to keep the entrance drive and paths and
gardens thereof properly maintained and surfaced AND ALSO to keep
and maintain the golf course and the surrounding open areas in a proper
state of repair at all times.

37
3. At all times during the Maintenance Period to keep the roads in the Estate
and used in common by any of the Tenants and occupiers of the Chalets
therein and all conduits now laid or hereafter to be laid in or upon the
Clubhouse or any part thereof or any part of the Estate (other than those
serving exclusively individual Chalets therein) in good repair and
condition and as often as may in the opinion of the Surveyor be necessary
AND ALSO at all times during the Maintenance Period to keep the
common parts aforesaid suitably furnished lighted and cleaned and
covered.

4. To pay all existing and future rates taxes duties assessments charges
impositions and outgoings whatsoever whether parliamentary parochial
local or of any other description which now are or during the Maintenance
Period shall be assessed charged or imposed or payable on or in respect of
the entirety of the Estate or common parts of the Estate (other than any tax
assessable on the Lessor in respect of the rents reserved by the sub-Leases
of any Chalet or other parts of the Clubhouse or in respect of any
consideration arising on any dealing with the reversion expectant on the
term created by any such sub-Lease) and in the event of the curtilage or
common parts or any part thereof or any such Chalet being assessed or
charged together with any other Chalet or Chalets to pay a due proportion
thereof to be conclusively determined by the Surveyor.

5. Unless prevented by any cause beyond the control of the Maintenance

Trustee to keep such staff to perform such services as the Maintenance
Trustee shall think necessary in or about the Clubhouse and the Estate but
so that neither the Maintenance Trustee nor the Lessor shall be liable to
the Tenant for any act default or omission of such staff.

38
6. To repair maintain and decorate any room in the Estate occupied by any
resident staff and to pay any rates taxes or other outgoings in respect
thereof.

7. To make provision for the payment of all legal costs incurred by the
Maintenance Trustee or by the Head Lessor or the Lessor (a) in the
running and management of the Estate and the Clubhouse and in the
enforcement or attempted enforcement of the covenants conditions and
regulations contained in the sub-Leases granted of the Chalets and (b) in
making such applications and representations and taking such action as the
Lessor shall reasonably think necessary in respect of any notice or order or
proposal for a notice or order served under any statute or order regulation
or bye-law on the Tenant or any under-lessee of the Chalet or on any
Tenant or underlessee of any other of the Chalets or on the Lessor in
respect of the Clubhouse or all or any of the Chalets therein and to make
provision for the payment of all fees incurred in connection with the
determination of the remuneration of the Surveyor.

8. To pay any costs and fees incurred for auditing the accounts of the
Maintenance Fund.

9. If so required by any Tenant to enforce or attempt to enforce the covenants

and conditions similar to those contained herein on the part of the Tenant
entered into or to be entered into by the Tenants of other Chalets in favour
of the Maintenance Trustee so far as they affect the property hereby
demised on the Tenant indemnifying the Maintenance Trustee and the
Maintenance Fund against all costs and expenses in respect of such
enforcement or attempted enforcement and (if so required by the
Maintenance Trustee) giving reasonable security for such costs and
expenses.

39
10. To keep the Clubhouse and the Estate (including the Lessor's and the Head
Lessor’s fixtures and fittings and the furnishings of the common parts
thereof but not the contents of any Chalet therein) insured against loss or
damage by fire lighting storm tempest flood escape of water explosion
impact aircraft or anything dropped therefrom in peace time riot or civil
commotion and such other risks as the Lessor the Head Lessor or the
Maintenance Trustee shall think fit for a sum equal to not less than the full
replacement value thereof including loss of rent and stand premiums all
architect's surveyor's and other fees necessary in connection therewith and
to produce to the Tenants or the Lessor or the Head Lessor or their agents
on request the policy of insurance and the receipt for or confirmation of
renewal of the current premium and forthwith to utilise the proceeds
received of any such policy so far as the same will extend to rebuild or
reinstate the Clubhouse and the Lessor and the Tenant hereby authorise the
Maintenance Trustee to receive the insurance monies for this purpose but
without prejudice to the Tenant's liability to pay or contribute to the costs
thereof as hereinbefore provided in the event of the insurance money being
wholly or partially irrecoverable by reason of any act or default of the
Tenant his servants agents guests invitees or licensees

11. To effect insurance against the liability of the Lessor the Head Lessor or
the Maintenance Trustee to third parties and against such other risks and in
such amount as the Lessor Head Lessor or the Maintenance Trustee shall
think fit (but not against the liability of individual Tenants as occupiers of
the Chalets)

12. To pay any taxes which may be assessed or charged on the Maintenance
Fund or its income or in respect thereof

40
13. To pay or make provision for pensions annuities or retirement or disability
benefits for staff on the termination of their employment or for their
dependants

14. To pay the cost of providing (a) suitable uniforms for the staff (b) refuse
containers and (d) cleaning materials and equipment

15. To carry out all repairs to any other part of the Clubhouse and Estate for
which the Maintenance Trustee may be liable and to provide and supply
such other services for the benefit of the Tenant and the other Tenants of
Chalets in the Clubhouse and the Estate and to carry out such other repairs
and such improvements works and additions and to defray such other costs
(including the modernisation or replacement of plant and machinery) as
the Maintenance Trustee shall consider necessary to maintain the
Clubhouse the gardens the golf course and any other amenities and the
Estate as a first class golf and country complex or otherwise desirable in
the general interests of the Tenants.

16. To place on deposit at a Bank sums representing the reserve created

pursuant to paragraph 2(a)(ii) of Part III of the Fourth Schedule and to
withdraw the same from deposit as required in order to meet the expenses
referred to in that paragraph or to meet any temporary deficiency in the
moneys available to meet the expenditure referred to in paragraph 2(a)(i)
of the part of that Schedule or to utilise the same for all and any purposes
in respect of the proper running and maintenance of the Clubhouse, the
gardens, the golf course and the Estate.
THE SIXTH SCHEDULE
LESSOR'S COVENANTS

1. That the Tenant paying and all moneys payable and performing and
observing the covenants conditions and agreements herein contained and

41
 on his part to be performed and observed shall peaceably hold and enjoy
the Chalet during the term hereby granted without any interruption by the
Lessor or any person rightfully claiming under or in trust for it or by title
paragraph.

2. To make such applications and representations and take such actions as it

shall reasonably think necessary in respect of any notice or order or
proposal for a notice or order served under any statute order regulation or
bye-law on the Tenant or on any underlessee of the Chalet or any Tenant
or underlessee of any other of the Chalets in the Estate or on the Lessor or
Head Lessor itself in respect of the Clubhouse thereof or all or any of the
Chalets therein

3. If so required by the Tenant to enforce or attempt to enforce the covenants

and conditions similar to those contained herein on the part of the Tenant
entered into or to be entered into by the Tenants of the other Chalets so far
as they affect the Chalet on the Tenant indemnifying the Lessor against all
costs and expenses of such enforcement or attempted enforcement and
giving reasonable security for such costs and expenses

4. That every sub-Lease or tenancy of a Chalet hereafter granted by the

Lessor shall contain regulations to be observed by the Lessee or Tenant
thereof identical with the Regulations and shall be substantially in the
form of this sub-Lease and contain covenants on the part of the Tenant
similar in all material respects to those contained in this sub-Lease

5. As to the parts of the Estate retained by the Lessor or Head Lessor or

which may come into the possession of the Lessor or the Head Lessor by
the determination or expiration of any sub-Lease of any part of the Estate
at all times during the term granted to observe and perform the
Regulations

42
6. That the Lessor or Head Lessor will throughout the Maintenance Period
for the period that any Chalet is let without the Tenant thereof being
required to pay all maintenance contribution calculated by reference to the
amount set against such Chalet pay in respect of all such Chalets to the
Maintenance Trustee by equal half yearly installments in advance of the
dates herein stipulated for the payment of Maintenance Contribution (and
so in proportion for any less period) a sum equal to the total of the
maintenance contributions that would be payable by the Tenants of such
Chalets as aforesaid calculated by reference to the percentage set against
each Chalet in Part I of the Fourth Schedule and every amount so paid by
the Lessor shall be dealt with for all purposes as if it were maintenance
contribution paid by the Tenants of such Chalets and after the end of each
Maintenance Year the Lessor shall be allowed or as the case may be shall
on demand pay to the Maintenance Trustee the percentage proportion (or a
due proportion thereof) appropriate to such Chalets of the Maintenance
Adjustment as more particularly mentioned in paragraph 3 of Part III of
the Fourth Schedule

7. Not to let any of the Chalets otherwise than on terms whereby there is paid
in respect of each such Chalet throughout the term of such letting a
Maintenance Contribution computed in respect of such Chalet in
accordance with the Fourth Schedule hereto.

8. That the Lessor or Head Lessor will carry out or cause to be carried out all
necessary repairs to any Chalets which are not for the time being let on
terms similar in all material respects to those contained in this sub-Lease

9. That the Maintenance Trustee shall at all times during the Maintenance
Period have access to all such parts of the Clubhouse and the Estate and
the right to use maintain repair renew modernise and replace all such

43
 fixtures fittings plant machinery and equipment therein as shall be
necessary for the purposes specified in the Fifth Schedule

10. That if the Perpetuity Date shall occur before the expiration of the term
hereby granted the matters specified in the Fifth Schedule as the purpose
for which the Maintenance Fund is to be applied until the Perpetuity Date
shall henceforth become obligations of the Lessor and the Head Lessor
and that the Lessor and the Head Lessor will during the residue of the term
duly perform such obligations

11. At least one year prior to the expiry of the current term of the sub-Lease
the Lessor and the Head Lessor and the Maintenance Trustee shall use
their best endeavours to obtain an extension thereof and in the event that
they are successful in obtaining the same they shall pass the benefit of the
same to the Tenant and in any event upon completion of the letting of all
the Chalets the Lessor and the Head Lessor hereby agree and irrevocably
undertake to transfer the reversionary interest in and of the Head Lessor's
Title to the plot to the Maintenance Trustee or such other entity or
company as the Maintenance Trustee may direct.

THE SEVENTH SCHEDULE

REGULATIONS TO BE OBSERVED BY THE TENANTS OF THE
CHALETS

1. Not without previously obtaining the written consent of the Lessor or the
Head Lessor or the Maintenance Trustee to apply for or obtain in any
manner a grant under any existing or future legislation to enable works to
be carried out to the Chalet

2. Not to permit a drunkard or a person of immoral life to reside in the

Chalet

44
3. Not to do or permit to be done whether by himself his family servants
agents or visitors any act to the damage or annoyance of the Lessor or the
Tenants of the Lessor or the occupiers of any part of the Clubhouse or the
Estate or of any adjoining or neighbouring premises or the neighbourhood
or any illegal or immoral act

4. Not to allow any musical or mechanical instrument to be played or any

music or singing to take place in the Chalets.

5. Except in the case of emergencies, not to permit any works of repair to the
Chalet or in connection with any alterations and improvements to the
Chalet for which the Lessor shall have given consent to be carried out
except between the hours of nine in the forenoon (9.00am) and Five-thirty
in the afternoon (5.30pm) on Mondays to Fridays (except on Bank
Holidays) provided that any noisy works shall only be permitted between
the lesser 9.00am and 1.00pm hours of 9.00am and 1.00 p.m. on those
days

6. Not to use any electrical device which has not an effective suppressor
fitted thereto

7. Not without the written consent of the Lessor (revocable at any time) to
keep any animal in or around the Chalet or the Estate

8. Not to remove from the Chalet any cinders dust or rubbish except in a
covered container or plastic bag(s) such container or plastic bag(s) to be
placed in the enclosure provided by the Lessor or the Maintenance
Trustee. If any person in the Chalet shall suffer from a notifiable or other
infectious disease the Tenant shall properly disinfect the contents of the
container or plastic bag(s)

45
9. Not to permit any athletics in the Chalet nor any dancing which may cause
annoyance to any Tenant or occupier of any of the other Chalets.

10. Not to leave or deposit or allow to be left either outside or deposited on the
balconies (if any) of the Chalet any article or thing of any kind which in
the opinion of the Lessor is unsightly or dangerous to the other Tenants of
the Estate or to licensees or invitees of the Lessor or any other person
passing underneath such balconies and not to place or fix outside the
windows of the Chalet any boxes flower pots or other articles and not to
put or hang or permit to be hung any clothing or other articles upon the
outside of the Chalet or any part of the Estate

11. Not to place any advertisement sign or notice of any description in the
windows or on the outside walls or door of the Chalet but this provision
shall not prevent the Tenant from having his name outside the entrance
door of the Chalet on a plate of a design to be approved by the Lessor

12. Not to waste water supplied to the Estate

13. Not to permit any sale by auction or any meeting for any political purpose
to be held in the Chalet

14. Not to park or place any vehicle or other objects in the visitors car park
except on temporary basis and after obtaining the consent of the
Maintenance Trustee.

46
SEALED with the Common Seal )
of the Lessor in the presence of :- )
)
)
)
)
DIRECTOR )
)
)
)
SECRETARY )

SEALED with the Common Seal )

of the Head Lessor in the presence of :- )
)
)
)
DIRECTOR )
)
)
)
SECRETARY )

47
SEALED with the Common Seal )
of the Tenant in the )
presence of:- )
)
)
DIRECTOR )
)
)
)
SECRETARY )

SEALED with the Common Seal )

of the Maintenance Trustee in the presence of: )
)
)
)
)
DIRECTOR )
)
)
)
SECRETARY )

48
PLAN SHOWING THE CO-ORDINATES OF THE PARTICULAR
CHALET

49
DRAWN BY:

Jjjjjjjj and Company

Advocates
Jjjjjjjj
Arboretum Drive
P O Box jjjjjjjj
NAIROBI

50