ARTICLE - XV

MUTUAL COOPERATION

 

15.1

The parties to this Shareholders Agreement shall exercise their rights and shall cause their representatives and nominees on the Board of Directors of COMPANY to do and perform all acts, deeds and things as may be necessary or expedient to give effect to the terms of this Shareholders agreement.

15.2

Each of the parties hereto undertakes with the other.

(a)

to perform land observe land so far as ;it is able by the exercise of voting rights or otherwise so to do) to procure that the COMPANY will perform land observe all the provisions of this Shareholders Agreement.

(b)

To take all necessary steps on its part to give full effect to the provisions of this Shareholders Agreement.

(c)

Without prejudice to the generality of the foregoing to exercise and procure that every person for the time being representing it will exercise or refrain from exercising any voting rights at any meeting of the members or of the directors of the COMPANY so as to ensure the assign of any land every resolution necessary or desirable to procure that the affairs of the COMPANY are conducted in accordance with this Agreement and otherwise to give full defect to the provisions of this Shareholders Agreement.

15.3

In entering into this Shareholders Agreement the parties recognize that it is impractical to provide for every contingency that may arise in the course of the performance thereof Accordingly the parties declare it to be their intention that this Shareholders Agreement shall operate between them with fairness and without detriment to the interest of any of them and if in the course of the performance of this Shareholders Agreement unfairness to any party hereto shall be manifest, they will use their best endeavors to remove the cause or cases of the same