CONTRACT FOR SECURITY GUARD SERVICES

This AGREEMENT is made between PETROLEUM COMPANY OF

JAMAICA LIMITED a registered company duly incorporated under the

laws of Jamaica with registered offices at 695 Spanish Town Road, Kingston

11 (hereinafter called PETCOM) of the ONE PART and QUEST

SECURITY COMPANY LIMITED a registered company duly

incorporated under the laws of Jamaica with registered offices at 26 Herb

McKinley Drive, Kingston 6 (hereinafter called the Contractor) of the

OTHER PART.

1) WHEREAS PETCOM is desirous of contracting for the supply of

security guards as may be required to provide security services, as

specified in this Agreement, at its head office situate at 695 Spanish

Town Road (hereinafter called the Location)

2) The Contractor is prepared to supply such security services and

provide related equipment on the terms and conditions hereinafter

stipulated.

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IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 THE WORK

The Contractor agrees to provide security services at the Location and which

security services shall include armed and unarmed guards.

ARTICLE 2 COMMENCEMENT

The duration of this Agreement shall be for two (2) years commencing on

the _____ __________, ______ and ending on the ______ __________,

______.

ARTICLE 3 RATES AND PAYMENT

PETCOM Agrees to pay the Contractor on a bi-weekly basis, for work

performed during the preceding weeks at the rates as set out in the Schedule

1. The Contractor shall submit its invoice to PETCOMS Security Manager

and/or to such other representative officer as PETCOM may designate on the

completion of each bi-weekly period and payment in respect thereof shall be

made within ten (10) working days thereafter.

ARTICLE 4 ACCEPTANCE OF WORKERS

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1. Upon request by PETCOM, the Contractor shall provide a police record

of good character for each guard engaged or to be engaged pursuant to

this Agreement, as well as a list containing the name and address of each

guard.

2. Without prejudice to the preceding paragraph PETCOM reserves the

right to refuse admission to the location of any guard provided by the

Contractor.

3. Where PETCOM exercises its right of refusal pursuant to the preceding

paragraph, the Contractor shall ensure that no such guard shall thereafter

have any connection, whether directly or indirectly, with the work to be

undertaken pursuant to this Agreement.

4. All the Contractors personnel entering upon the location shall be

properly identified by badges issued by the Contractor, which must be

worn at all times while at the location.

ARTICLE 5 CONTINUOUS OPERATION

The Contractor shall use best endeavour to ensure the minimum interference

with the continuous operation of PETCOMS business and when such

interference is anticipated the Contractor shall immediately consult

PETCOMS security manager and/or such designated person and an

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Agreement reached as to the sequence to be followed in completing the

work hereunder.

ARTICLE 6 INDEPENDENT CONTRACTOR

The Contractor shall be deemed in respect of work done pursuant to this

agreement to be an independent contractor and all employees, agents and/or

servants shall be deemed the employees of the Contractor and shall at no

time be regarded as the employees, agents and/or servants of PETCOM.

ARTILCE 7 ASSIGNMENT

1. The Contractor shall not assign, transfer, and/or sub-contract the

whole or any portion of this Agreement without obtaining the prior

written consent of PETCOM, such consent shall not be unreasonably

withheld.

2. Where the Contractor is desirous of assigning or subcontracting or

transferring as aforesaid, the Contractor shall first offer to surrender this

agreement by giving three (3) months written notice to PETCOM and

PETCOM may within thirty (30) days of the said notice accept such

offer. If the said offer is not accepted by PETCOM within thirty (30)

days, it shall be deemed to have been rejected.

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3. Prior to any permitted assignment, the assignee shall enter into an

agreement with PETCOM to perform and observe all the Contractors

obligations and all other provisions during the remaining period of this

agreement.

ARTICLE 8 SAFETY REGULATIONS

1. The Contractor shall obtain from PETCOM all of its safety regulations

and all other applicable safety laws and rules governing the location and

each guard assigned to the location shall observe the aforesaid rules and

regulations.

2. The Contactor shall modify, amend and/or alter its own internal

regulations as may become necessary to conform to PETCOMS safety

regulations and any other applicable laws and rules.

3. PETCOM reserves the right to modify, amend and/or alter from time to

time its own safety regulations. Notice of such modification shall be

made in writing to the Contractor whereupon it shall be the Contractors

duty to notify its employees, agents and/or servants and to ensure strict

compliance thereof.

4. In the event of an accident, fire, or other dangerous occurrence, the

Contractor and its employees shall render all necessary assistance and

execute all necessary safety precautions to rescue persons in distress at

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 the location and shall immediately or as soon as possible notify the

PETCOM Security Manager or his representatives of such an event.

5. Notwithstanding the Contractors responsibility under this contract, when

in the judgement of PETCOM there is an emergency threatening life or

property at the location, PETCOM has the authority to take such

reasonable measures as may be necessary to protect life or property,

providing that the execution of such measures will not endanger the lives

of the Contractors agents and/or servants.

6. The Contractor shall ensure that its armed guards or supervisors, entering

upon the location are properly trained in the handling of such firearms

and are properly informed of the caution to be exercised due to the

combustible nature of the petroleum products which may be handled and

stored at the location.

ARTICLE 9 UNIFORMS, ACCESSORIES & EQUIPMENT

The Contractor shall supply complete uniforms, including badges, caps,

boots/shoes, and such other protective gear, log books, flashlights, batons,

whistles, two-way portable communication devices, raincoats and all other

security-related equipment necessary for the effective performance of the

services provided herein.

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ARTICLE 10 SUPERVISION

The Contractor shall be responsible for the efficient supervision and

monitoring of all Security Guards assigned to the Location and all PETCOM

equipment supplied to the Contractor under the terms herein.

ARTICLE 11 ADDITIONAL WORKERS

PETCOM Reserves the right to request that additional guards be assigned to

the Location and shall notify the Contractor, whenever possible, twenty-four

(24) hours in advance, detailing the requisite number of additional guards,

their duties, the day, hour, and anticipated length of time such service would

be required.

ARTICLE 12 SERVICES TO BE PROVIDED

The front gate shall be manned by two (2) guards for 24 hours and the

Contractor shall use best efforts to ensure that the guards assigned the

responsibility of manning the gate are not required to work excessive hours.

PETCOM Reserves the right to determine the strategic positioning of the

guards at the Location and may discontinue the service provided at any of

the selected posts prior to the expiration of the term hereunder.

ARTICLE 13 GOOD CHARACTER OF SECURITY GUARDS

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The Contractor shall at all times ensure that each guard assigned to the

Location is:

1. Of good character, honest, alert, well-trained;

2. Literate and possesses the ability to comprehend simple instructions;

and

3. Shall observe the prescribed code of conduct hereunder outlined and

perform his duties in the following manner:

(i) Diligently and meticulously provide security services to protect

PETCOM employees and PETCOMS property at the
Location.

(ii) Execute the requisite security services expeditiously and in a

clean and tidy workmanlike manner to the reasonable
satisfaction of PETCOM.

(iii) Shall attire himself in a tidy and workmanlike manner and wear
the prescribed uniform and identifiable badge at all times.

(iv) Keep a daily record of attendance at the Location of all visitors

and vehicles entering thereupon and record all
irregularities, incidents and unusual occurrences discovered
by him during his presence at the Location and thereafter
immediately or as soon as practicable report same to
PETCOMS Safety Manager or his Representative.

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 (v) Familiarize himself with and have good working knowledge of
each and every safety regulation governing the Location.

(vi)Comply with all directions, orders and/or instructions connected

with his duties herein issued by PETCOMS Safety
Manager or his Representative.

ARTICLE 14 RATES

(i) PETCOM shall pay the Contractor in Jamaican currency at the rates

as set out hereinafter, and in the manner as stated in Schedule 1 of the

Memorandum of Agreement.

(ii) Under no circumstances will PETCOM be responsible for payments

which exceed the rates outlined above due to overtime work

performed by the Contractors personnel.

IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

ARTICLE 15

1. The Contractor shall indemnify and/or make good any loss or damage

done or caused to PETCOMS equipment where such damage or loss

is done or caused through the willful, negligent act or omission of the

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 Contractor or its agents and/or servants in performance of their duties

hereunder.

2. The Contractor shall be responsible for and shall make good to the

satisfaction of PETCOM any damage to or destruction or loss of

existing structures and other property belonging to PETCOMS

employees or agents, or for which PETCOM is responsible arising out

of any negligent act or omission of the Contractor or any of its

employees, agents, invitees, sub-contractors or other representatives

under Article 7 up to a limit of J$1,000,000.00 dollars.

3. The Contractor shall be responsible for, and shall indemnify up to a

limit of J$1,000,000.00 defend, and save harmless PETCOM and/or

all owned, controlled, affiliated, subsidiary, associated, interrelated

and operated companies and the stockholders, directors, officers,

agents and employees of each from and against any and all claims,

demands and causes of action brought by any and all persons,

including without limitation Contractors officers, agents, employees,

invitees, sub-contractors or representatives under Article 7 or by any

third party and against any and all judgements in respect thereto on

account of personal injury or death or any account of property damage

or destruction or loss resulting from any negligent act or omission of

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Contractor, its employees, agents, sub-contractors or representatives

when such an act or omission is in connection with or by reason of

work performed under this contract.

ARTICLE 16 INSURANCE

1. The Contractor shall effect and keep in force during the

continuance of this Agreement insurance policies approved by

PETCOM and such policies shall conform to the standard form of

policy issued in Jamaica by the Company or Companies approved

by PETCOM unless otherwise required in any particular case.

a) Employees Liability Insurance indemnifying Contractor, any

sub-contractor and/or PETCOM against liability in respect

of injuries to or death of employees or workmen or property

of Contractor and any sub-contractor arising under the

Workmens Compensation Law, the Fatal Accidents Law

(and any amendments thereof or substitutions thereof or any

additions thereto from time to time in force) or any other

statute and at common law up to a limit of J$1,000,000.00

dollars in respect of property damage or J$,1000,000.00

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 dollars in respect of death or personal injury arising out of

any one event.

b) Motor Vehicle Insurance indemnifying Contractor any sub-

contractor of Contractor, and/or PETCOM against liability

to any person (excluding employees of Contractor in the

course of their employment but including employees of

PETCOM) caused by or arising out of the use any motor

vehicle used by Contractor in performing this Agreement up

to a limit of J$1,000,000.00 dollars in respect of property

damage or J$1,000,000.00 dollars in respect of death or

personal injury arising out of any one event.

c) Public Liability Insurance indemnifying Contractor and/or

PETCOM against liability to all persons (other than persons

whose claims are covered by the policies of insurance

mentioned above) arising directly or indirectly out of the

performance of this Agreement up to a limit of

J$1,000,000.00 dollars in respect of property damage or

J$1,000,000.00 dollars in respect of death or personal injury

arising out of any one event.

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 d) Insurance against theft of property belonging to PETCOM

or PETCOMS employees, or for which PETCOM is

responsible which may occur due to negligence or omission

on the part of Contractor or employees of the Contractor up

to a limit of J$3,000,000.00 dollars.

2. The Contractor shall cause copies of all insurance policies effected

by the Contractor pursuant to Article 12 and an undertaking

addressed to PETCOM by the Insurance Companies to keep the

same in force during the currency of this Agreement to be

delivered to PETCOM failing which the performance of the work

hereunder agreed shall not commence and the Contractor shall not

be entitled to any payment under this Agreement until same is

done.

3. The Contractor agrees to indemnify and save harmless PETCOM

from all loss, costs, damages, and expenses which may arise

directly or indirectly out of or in connection with the Contractors

sub-contractors in the performance or purported performance of

this Agreement which is attributable to or caused by the negligence

of Contractor or any of Contractors sub-contractors.

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 4. Neither of the parties hereto shall be liable to the other for any

failure to perform this Agreement by reason of any tempest,

hurricane, earthquake, fire, flood or other act of God or the

Queens enemies or compliance regulations, laws, by-laws and

Orders of any Governmental authority PROVIDED HOWEVER

that on failure of Contractor to perform this Agreement for any

cause other than those specified above PETCOM shall have the

right to cancel this Agreement at any time on five (5) days written

notice to Contractor, PROVIDED that in the case of breaches

which are capable of being rectified PETCOM shall first give the

Contractor seven (7) days written notice to rectify same.

ARTICLE 17 LAW REQUIREMENTS AND TAXES

1. The Contractor shall observe and abide by all applicable laws,

government and local municipal regulations in connection with all

work performed in accordance with this Agreement.

2. The Contractor shall accept full and exclusive liability for payment of

any and all taxes, duties, licenses, unemployment compensation,

national insurance scheme contributions, national housing trust,

severance pay liabilities, and any other costs resulting from

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 compliance to present and hereafter imposed government regulations

and shall indemnify and save harmless PETCOM from all manner of

actions, proceedings, claims, liens, and expenses whatsoever resulting

from any violation, purported violation or failure to comply with such

regulations.

3. The Contractor shall observe and abide by the provisions of the

Minimum Wage Law, the Holidays with Pay Law including sick leave

and any other present or hereafter imposed government law, order or

regulation.

ARTICLE 18 BUSINESS ETHICS

PETCOM has a business ethics policy which provides for:

Maintaining adequate internal controls;

Proper recording and reporting of all transactions;

Compliance with all applicable laws

PETCOM must rely on the Contractors system of internal controls for the

adequacy of full disclosure of the facts together with financial and other data

regarding the work performed by the Contractor for PETCOMS account.

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The Contractor is in no way authorized to take any action on PETCOMS

behalf that would result in an inadequate or inaccurate recording and/or

reporting of assets, liabilities or any other transaction, or which would

violate any applicable laws. Accordingly, if any information comes to the

attention of the Contractor which indicates any departure from conduct

consistent with the standards set forth in this Article he shall immediately

notify PETCOM.

ARTICLE 19 FORCE MAJEURE

Delay in or failure of performance by either party under this Agreement shall

not constitute default hereunder or give rise to any claim for damages if and

to the extent that it is caused by occurrences beyond the control of the party

affected including but not limited to decrees of government, acts of God,

strikes or other concerted acts of workmen, inability to procure labour, fires,

floods, explosions, riots, war, rebellion and sabotage, provided that if such

delay or failure to perform shall exceed one (1) day, either party may give

the other written notice of termination of this Agreement and thereupon the

Agreement shall terminate forthwith without prejudice to the right of either

party to claim against the other for any antecedent breach and the provisions

as to payment in Article 21 EFFECT OF TERMINATION shall apply.

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ARTICLE 20 TERMINATION

Notwithstanding the preceding Paragraph/Article:

1. Either party may terminate this Agreement during its term by giving

to the other party not less than sixty (60) days notice in writing.

2. PETCOM reserves the right to terminate this agreement if:

i. The Contractor fails to complete the work in a competent

manner;

ii. The Contractor fails to comply with PETCOMS safety

regulations.

iii. PETCOM determines that the guards supplied or the work

performed is not to PETCOMS satisfaction and upon

notifying the Contractor to make the necessary

improvements or take the required corrective measures he

fails to do same.

ARTICLE 21 EFFECT OF TERMINATION

Where PETCOM terminates pursuant to paragraphs 1 & 2 PETCOM shall

make compensation to the Contractor for such services performed up to the

termination. It is mutually agreed that PETCOM reserves the right in the

event of termination under sub paragraph 2 above to retain the total sum or

not less than a third of any sum due and payable to the Contractor as

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compensation on a quantum meruit basis for any loss incurred due to the

incompetent performance by the Contractor, its servants, agents or

employees.

ARTICLE 22

This Agreement shall enure to the benefit of and be binding upon the heirs,

legal representatives, successors and assigns of the parties hereto subject to

the provisions of Article 7 hereto.

ARTICLE 23 WAIVER

Where either party waives any breach of this Agreement, omits from taking

advantage of any breach of this Agreement or in like manner does not

enforce compliance of the other partys obligations under this Agreement,

such aforementioned waiver, omission, or non-enforcement shall not be

construed as a continuing waiver and either party shall be entitled to take

advantage of, refuse to waiver, or in like manner enforce compliance with

any subsequent breach

ARTICLE 24 ARBITRATION

If at any time during the continuance of this Agreement or after the

termination thereof a dispute, protest, difference or question shall arise

between PETCOM and the Contractor touching and concerning the

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construction, meaning or effect of this Agreement or otherwise in relation

to, then such dispute, objection, protest, difference or question shall be

referred to a single Arbitrator to be agreed on between the parties and on

their failure to agree to be nominated by the President of the Jamaica

Chamber of Commerce for the time being pursuant to the law relating to

Arbitration for the time being in force.

SCHEDULE 1 RATE OF PAYMENT

(1.1) For one unarmed guard ________________________

(1.2) For one handler with guard dog ________________________

(1.3) For one unarmed senior guard ________________________

(1.4) For supervisor ________________________

(1.5) For one armed guard ________________________

(1.6) For one armed senior guard ________________________

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SIGNED by PETROLEUM COMPANY }
OF JAMAICA LIMITED } -----------------------
By }
Director and } -----------------------
The Secretary }
In the presence of }

----------------------------------------
ATTORNEY-AT-LAW

SIGNED by QUEST SECURITY COMPANY}

LIMITED } -----------------------
By }
Director and } -----------------------
The Secretary }
In the presence of }

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------------------------------------------
ATTORNEY-AT-LAW

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