CONTRACT AGREEMENT
This Contract (hereinafter, called the "Contract") is made the __________day of the
month of______________ 200__ between on the one part, Multan Electric Power Company
(MEPCO) (hereinafter referred to as the "Client"), which expression shall include its successors,
legal representatives and permitted assigns and on the other part BARQAAB Consulting Services
(Pvt.) Limited (hereinafter referred to as the "Consultant") with their Head Office at Sunny View,
Kashmir Road, Lahore, which expression shall include their successors, legal representatives and
permitted assigns.

AND WHEREAS the Consultants has accepted the Client's invitation and Client's approval to
provide Consultancy Services for Evaluation of Technical Losses of all (about 900) 11KV

It was agreed between the two parties that MEPCO will pay to BARQAAB Rupees 70/Km as
consultancy charges for the Evaluation of Technical Losses of All 11Kv feeders.

IN WITNESS THEREOF, the Parties have caused this Contract to be signed in their respective
names as of the day and years first above written.

                                                                             For and on behalf of

                                                      Multan Electric Power Company (MEPCO)

Signature:     __________________            Signature:      _____________________
Name:          __________________            Name:           _____________________
Title:         __________________            Title:          _____________________

                                                                             For and on behalf of

                                                      BARQAAB Consulting Services (Pvt.) Ltd.

Signature:     __________________            Signature:      _____________________
Name:          __________________            Name:           _____________________
Title:         __________________            Title:          _____________________
                                  ARTICLE - 1

      In this Contract the following words and expressions shall have the meanings
      herein assigned to them unless the context otherwise requires:

      "Contract" means this Contract Agreement signed by the Client and the

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

      "Services" mean the work to be performed by the Consultants pursuant to this
      Contract, as described in Clause 2, Scope of Services herein.

      "Client" means Multan Electric Power Company (MEPCO) for the purpose of
      this Contract.

      "Consultants" means BARQAAB Consulting Services (Pvt.) Limited with their
      Head Office at Sunny View, Kashmir Road, Lahore.

      "Rs." means Pak Rupees.

      "Party" means the Client or the Consultants and Parties means both of them.

      "Engineer" means Chief Engineer (P&E) MEPCO for supervising the Services.

      "DISCO" means Distribution Company ( MEPCO)
                                     ARTICLE - 2
2.1   Scope of Services

      Evaluation of technical loss of all 11KV feeders under MEPCO Ltd Multan on the
      on the basis of data supplied by MEPCO mentioned in 2.2

2.2   Data to Be Supplied By MEPCO

      MEPCO will supply information in respect of 11 KV HT feeders to M/S
      BARQAAB as under:

          Base map of 11 KV Feeders.
          Single line diagram of the feeder as per base map
          Nodding data as per single line diagram
          Loading data of the feeders as per prescribed Performa showing
           a) month wise peak load of last one year
           b) month wise off peak load of last one year
           c) corresponding voltage at the time of peak load and off peak load
           d) Power factor of each feeder
           e) Load factor of each feeder
           f) Category of feeders (dedicated / Urban / Rural / Urban Rural Mixed)

      Authenticity of the data will be the responsibility of the client, no site or record
      verification shall have to be carried out by consultants. Consultants to rely upon
      data supplied by the client.
                                     ARTICLE - 3


3.1     Effectiveness of Contract

        This Contract shall come into force with immediate effect on signing the Contract

3.2     Commencement of Services

        The Consultants shall commence the Services within 15 days after the Effective
        Date and receipt of Data of 100 Nos. 11 KV feeders initially & 25% payment
        advance of the total project cost i.e. consultancy charges.

3.3     Expiration of Contract

        This Contract shall be for 3.5 months initially from its commencement date and
        shall be extendable for further period.

3.4     Modification

        Consultants shall be responsible only for evaluation of technical loss of 11KV
        feeders as per article 2.1 & 2.2. Any additional work shall not form part of this
        contract. However modification of the terms and conditions of this Contract,
        including any modification of the Scope of the Services or of the Contract Price,
        may only be made in writing, which shall be mutually agreed and signed by both
        the Parties.

3.5     Force Majeure

3.5.1   Definition

        (a)    For the purposes of this Contract, "Force Majeure" means an event which
               is beyond the reasonable control of a Party and which makes a Party's
               performance of its obligations under the Contract impossible or so
               impractical as to be considered impossible under the circumstances and
               includes, but is not limited, to war, riots, civil disorder, earthquake, fire,
               explosion, storm, flood or other adverse weather conditions, strikes,
               lockouts or other industrial actions (except where such strikes, lockouts,
               delay due to non supply of materials for execution for the Project in case it
               is responsibility of the Client or other industrial actions or within the
               power of the Party invoking Force Majeure to prevent), confiscation or any
               other action by government agencies.

        (b)    Force Majeure shall not include (i) any event which is caused by the
               negligence or intentional action of a Party or such Party's Subconsultants
               or agents or employees, nor (ii) any event which a diligent party could
               reasonably have been expected to both: (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.

        (c)    Force Majeure shall not include insufficiency of funds or failure to make
               any payment required hereunder.

3.6     Termination

3.6.1   By the Client/Consultants

        The Client/Consultants may terminate this Contract, by not less than thirty (30)
        days written notice of termination in case services are not required due to earlier
        completion of the Project or reasons specified under Force Majeure

3.6.2   Payment upon Termination

        Upon termination of this Contract the Client shall make all due payments to the
                                     ARTICLE - 4

4.1    General

4.1.1 Standard of Performance

       The Consultants shall perform the Services and carry out their obligations with
       due deligence, efficiency and economy in accordance with generally accepted
       professional techniques and practices and shall observe sound management
       practices and employ FDRANA Technology and safe methods. The Consultants
       shall always act, in respect of any matter relating to this Contract or to the
       Services, and advise to the Client and shall at all times support and safeguard the
       Client's legitimate interests in any dealings with third parties.

4.1.2 Law Governing Services

       The Consultants shall perform the Services in accordance with the Applicable
       Law and shall take all practicable steps to ensure that the Personnel of the
       Consultants, comply with the Applicable Law.

4.2    Consultants Not to Benefit from Commissions, Discounts, etc.

       The remuneration of the Consultants pursuant to Clause 7 shall constitute the
       Consultants' sole remuneration in connection with this Contract or the Services
       and the Consultants shall not accept for their 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 their obligations under the Contract and
       the Consultants shall use their best efforts to ensure that their Personnel, shall not
       receive any such additional remuneration.

4.3    Reporting Obligations

4.3.1 The Consultants shall submit to the Client feeder wise technical loss along with
      the breakup of dedicated and mixed feeders, and number of feeders with loading
      of more than 70% along with impact on losses, evaluated on the basis of data
      provided by MEPCO as mentioned in 2.2, analyzed on FDRANA computer
      software. The verification /confirmation of authenticity of data supplied by client
      shall not be responsibility of the consultants.

4.3.2 Consolidated hard copy, softcopy of technical loss of all 11KV feeders at the end
      of the project.
                                    ARTICLE - 5


5.1   General

      The Consultants shall employ and provide such qualified and experienced
      Personnel as are required to carry out the Services.

5.2   Deputy Resident Project Manager

      Consultants shall ensure that at all times during the performance of the Services, a
      Deputy Resident Project Manager for Evaluation of technical loss of 11 KV
      feeders suitable for or carrying out the assigned jobs, shall take charge of the
      performance of such Services.
                                      ARTICLE - 6
                           OBLIGATIONS OF THE CLIENT

6.1    Assistance, Co-ordination and Approval

6.1.1 Assistance

       The Client shall use its best efforts to:

       (a)     assist to obtain the existing data relevant to the carrying out of the
               Services, with various Government and other organizations. Such items
               shall be returned by the Consultants upon completion of the Services under
               this Contact;

       (b)     issue all such instructions as may be necessary or appropriate for prompt
               and effective implementation of the Services to officials, agents and
               representatives of the concerned organizations

       (c)     provide to the Consultants and Personnel any other assistance and
               exemptions as the Client may deem necessary.

6.1.2 Co-ordination

       The Client shall:

       (a)     co-ordinate and get expedited any necessary approval and clearances
               required for execution of the Project relating to the work from any
               Government or Semi-Government Agency, Department or Authority and
               other concerned organization.

       (b)     co-ordinate with any other consultants/ contractor employed by him.

6.1.3 Approvals

       The Client shall accord approval of the documents within such time so as not to
       effect or delay the Project, whenever these are applied for by the Consultants.

6.2    Access to Land

       The Client warrants that the Consultants shall have free of charge & unimpeded
       access to all the land required for the performance of Services.
6.3    Provision of Data

6.3.1 The client will provide the authenticated data of at least 100 feeders in the start
      and later on 100 feeders per week till the submission of all feeders. Failing which
      consultant will not be responsible for any delay.
6.3.2 The client will point out any observation on the report submitted by the
      consultants with in seven days for the receipt of report of 11KV feeders. The same
      shall be incorporated if found correct as per prescribed scope of work.

6.4    WAPDA / MEPCO Lodges

       Consultants or Personnel on tour in connection with performance of the Services,
       will be accommodated in MEPCO rest houses / lodges at the rates as applicable to
       WAPDA employees subject to the availability of accommodation.
                                  ARTICLE - 7

7.1   Consultants shall charge a fee @ Rs 70 / Km for evaluation of technical losses of
      11 KV feeders

7.2   All the payments shall be made through cross cheque in the name of BARQAAB
      Consulting Services (Pvt.) Ltd. Lahore. The Bank name, account number and the
      title will be intimated later through a separate letter.

7.3   Payment

          On submission of technical losses evaluation report   = 100%

7.4   Payment Procedure

      In consideration of the Services performed by the Consultants under this Contract,
      the Client shall make to the Consultants such payments and in such a manner as
      stated herein and above.
      A       25 % of the total project cost i.e. consultancy charges as advance payment

      B      70% payment

             i)     70% payment shall be made to the consultant within 2 weeks from
                    the date of submission of invoice on work done basis to Chief
                    Engineer (P&E).

             ii)    After expiry of due date of payment a grace period of two weeks
                    will be allowed. In case of delayed payment after grace period
                    mark up charges as per bank prevailing rate will be charged on
                    invoiced amount.

      C      5% payment

                    5% payment will be made by the client on submission of report of
                    All 11KV feeders as per Article 4.3.2.

                                  ARTICLE - 8
                         FAIRNESS AND GOOD FAITH

8.1   Good Faith

      The Parties undertake to act in good faith with respect to each other's rights under
      this Contract and to adopt all reasonable measures to ensure the achievement of
      the objectives of this Contract.

8.2   Operation of the Contract

      The Parties recognize that it is impracticable in this Contract to provide for every
      contingency which may arise during the Contract period 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 on failure to agree on any
      action pursuant to this Clause shall give rise to a dispute subject to arbitration in
      accordance with Clause 9 hereof.
                                    ARTICLE - 9
                           SETTLEMENT OF DISPUTES

9.1   Amicable Settlement

      The Parties shall use their best efforts to settle amicably all disputes arising out of
      or in connection with this Contract or its interpretation.

9.2   Dispute Settlement

      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 Party
      of the other Party's request for such amicable settlement, may be submitted by
      either Party for settlement in accordance with the provisions of Arbitration Act
      1940 and of the rules thereunder and any statutory modifications thereto.

      Services under the Contract shall, if reasonably possible, continue during the
      arbitration proceedings and no payment due to or by the Client shall be withheld
      on account of such proceedings except for which arbitration process is underway.

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