JOINT VENTURE AGREEMENT

This Joint Venture Agreement (Agreement) is entered into on this ………………… by

……………………..
…………………….
…………………….
(hereinafter referred to as "……………….")

And

………………………
………………………
……………………..
(hereinafter referred to as "……………….")

The above companies are hereinafter referred to individually as "the Party" and
collectively as "the Parties".

WHEREAS, ………… Authority of ……………………. (hereinafter referred to as "the

WHEREAS, the Parties have decided to form a joint venture (hereinafter referred to
as "the Joint Venture") for the purpose of submitting a joint tender (hereinafter
referred to as "the Tender") for the Project and in case of Contract award, to jointly
execute and complete the Project.

Now therefore the Parties hereby agree as follows:

1. The name of the Joint Venture shall be "…………………….".

3. The Parties agree to jointly submit the Tenders for the Projects and if
successful, to pool their resources for the execution of the Projects as a Joint
Venture.

4. ……………….. shall be the Lead Partner of the Joint Venture for the purpose
of tendering and implementation of the Contracts. Mr. ………. shall be
authorized to incur liabilities and receive instructions for and on behalf of any
and all partners of the Joint Venture.

5. The Supervisory Board shall be the supreme authority of the Joint Venture. It
shall establish the operation principles and policies of the Joint Venture. The
Supervisory Board shall constitute of two members, each Party being
represented by a member. The representative of the Lead Partner shall be the
 Chairman of the Supervisory Board. Decisions of the Supervisory Board shall
be taken unanimously. However, in case an agreement is not reached
between the Parties on any matter of urgent nature, the decision of the Lead
Partner shall prevail. The other Party shall have the right of recourse to
arbitration for such a decision.

6. The Project Manager shall be appointed by the Lead Partner.

7. On award of the Contract, the Form of Agreement and Contract Documents

8. The participation of each Party in the Joint Venture shall be decided in

9. It is expressly understood and agreed to by the Parties hereto that they shall
be jointly and severally liable to the Employer for the Bid and execution of the
Contract and for any and all liabilities that may arise in connection therewith.

10. Each Party shall separately and solely bear all costs and expenses it may
have expended or incurred in connection with the preparation, submission and
negotiation of the Tender until signing of the Contract.

11. The Joint Venture partners agree to procure all necessary bonds and
guarantees such as bid security, performance security and security for
mobilization advance to the extent of their participation in the Joint Venture.

12. The Joint Venture partners agree that upon entering into Contract with the
Employer for execution of the Project in case they are successful bidders, they
shall provide necessary working capital in proportion to their participation in
the Joint Venture, fund losses, and meet any other commitments of the Joint
Venture.

13. The Parties undertake to co-operate in good faith to the best of their ability in
the fulfillment of the objectives of this Joint Venture. The Parties shall keep all
technical, financial and other information acquired from the other Party strictly
confidential unless until such information has been generally made available
to the public.

14. This Agreement does not constitute any of the Parties as the agent or legal
representative of the other Party for any purpose whatsoever

15. The legal address of the Joint Venture shall be: …………………………..
…………………………………………………………………………………. …..

16. This Agreement shall come info force on the date of signature by the Parties
and shall come to an end at the earliest of the following events:
 If any Contract is not awarded to the Joint Venture, when the tender security
has been released by the Employer and the Parties have fulfilled all their
obligations under this Agreement for the next ………. years;
If the Contracts are awarded to the Joint Venture, when the Parties have fulfilled
all their obligations under the Contract and under Agreement , upon release of
securities under such Contracts. Except, if agreed otherwise in writing between
the Parties.

17. This Agreement shall be ruled by the Laws of ………………………….

18. All disputes arising in connection with this Agreement shall be settled in the
first instance amicably. If amicable settlement cannot be reached within
sixty days after written request of any Party to this effect, the matter under
dispute shall be finally settled under the Rules and provisions of
International Arbitration Act, as modified from time to time, by one or more
arbitrators appointed under such rules.

Arbitration shall take place in …………………………………….

This clause shall survive this Agreement until all rights and obligations
amongst the Parties in connection with this Agreement have ceased.

IN WITNESS WHEREOF the Parties hereto have caused this Joint Venture
agreement to be executed by their respective authorized representatives on the
day and date first above mentioned.

For and on behalf of ………….. For and on behalf of ………………

_____________ ___________