L—7a

36

entered into pursuant to a certain memorandum of proposals already prepared and agreed to between the said parties, and intended to bear even date with these presents, but to be executed after the execution of these presents, shall have failed in manner therein particularly mentioned, and the Governor on the one hand shall have caused to be delivered to the Contractors, or the Contractors shall have delivered to the Minister of Public Works on behalf of the Governor, a notice in writing that such negotiations have failed and are deemed at an end, and any such notice to the Contractors which shall be delivered to any one of the Contractors in New Zealand, or to any Agent or reputed Agent of the Contractors in New Zealand, or be published in the JSew Zealand Gazette, shall have the same effect as if delivered to the Contractors. 2. The Contractors covenant that the said securities so deposited as aforesaid shall, notwithstanding anything contained in these presents, remain as now deposited during the suspension of the said Contract No. 2, and be held, as provided by the said Contract No. 2, as security for the due performance thereof by the Contractors in case the same shall come into actual operation. In witness whereof the Seal of the Colony has hereunto been affixed, and the said Contractors have hereunto set their hands and seals, the day and year first above written. G. F. Bowen, Governor. Sealed with the Seal of the Colony,") ( Becoiony ha) and signed by the Governor, in the pre- Alexander Brogden, sence of By his Attorney, James Brogden. Julius Vogel. ( Seal. ) Henry Bbogden, o- j ij jjt j-uii-r* By his Attorney, James Brogden. Signed, sealed, and delivered by the - ■" D above-named Alexander Brogden, Henry , , Brogden, and James Brogden, in the J presence of James Brogden. Wm. Thos. Locke Tbatehs, Solicitor, ( seal. ) Wellington. J I, the within named James Brogden, of No. 4, Queen's Square, in the City of Westminster, in England, railway contractor, now residing at the City of Wellington, in the Colony of New Zealand, do solemnly and sincerely declare, — 1. That I am the attorney named in a certain power of attorney dated the nineteenth day of August, one thousand eight hundred and seventy-one, of which a copy is annexed to the within written deed. 2. That I have not received any notice or information of the revocation of the said power of attorney, by death or otherwise. And I make this solemn declaration conscientiously believing the same to be true, and by virtue of an Act of the General Assembly of New Zealand intituled " The Powers of Attorney Act, 1854." James Brogden. Declared at Wellington, this eighteenth day of December, 1871. G. S. Cooper, A Justice of the Peace for the Colony of New Zealand.

To all to whom these presents shall come, we, Alexander Bbogden, Esquire, M.P., and Henry Brogden, both of No. 4, Queen's Square, in the City of Westminster, Railway Contractors, send greeting: Whereas two agreements have been prepared and are dated respectively the twenty-first and twentysecond days of June, one thousand eight hundred and seventy-one, and are respectively expressed to be made between Sir George Ferguson Bowen, Knight Grand Cross of the Most Distinguished Order of St. Michael and St. George, and Governor and Commander-in-Chief of Her Majesty's Colony of New Zealand and its Dependencies, and Vice-Admiral of the same (therein and hereinafter called " the Governor"), of the one part, and ourselves and James Brogden, of No. 4, Queen's Square aforesaid, Railway Contractors (therein called " the Contractors ") ; and those two Agreements have been executed by the Contractor but not by the Governor, and relate to projected railways in New Zealand : And whereas a third agreement has been prepared, and is dated the twenty-sixth day of June, one thousand eight hundred and seventy-one, and is expressed to be made between the Governor, of the one part, and the Contractors, of the other part, and by which (after reciting that the first and second agreements were a consequence of negotiations between the Honourable Julius Vogel, the Colonial Treasurer of New Zealand, and the Contractors, and that neither of them had been executed by the Governor, and that the said Julius Vogel had not authority to enter into them, but that he had, in token of his approval of them, agreed to execute the third agreement as on behalf of the Governor, and to procure the Governor to execute one or both of the two first agreements within a given time), it was expressed to be thereby agreed that the Governor would, within a given period, execute one or both of the first and second agreements, and that, until the expiration of that period, both should be binding on the Contractors, and after that period both, or if the Governor should have executed only one, then such one only of the first and second agreements should be binding upon the Contractors ; and other provisions were contained in the third agreement relative to a sum of twenty-five thousand pounds deposited, or agreed to be deposited, by the Contractors as security for performance of the two first agreements : And whereas the terms of all or some or one of the said agreements may be found to require modifications, or it may be found expedient to cancel all or some or one of the said Agree ments, and to make some other agreements or agreement between the Governor and the Contractor