Mortgage Value Tk. _____________________.

DEED OF MORTGAGE

This DEED OF MORTGAGE is made on this the ____ day of ____________, 2003.

BETWEEN

MR. A son of Mr. X of Village Vadughar, P.S. & Dist. Brahmanbaria hereinafter referred to as the MORTGAGOR (which expression shall unless excluded by or repugnant to the context mean and include his heirs, legal representatives, executors, administrators and assignees) of the ONE PART.

AND

BANK 1, GULSHAN BRANCH of 140, Gulshan Avenue, Gulshan-2, Dhaka-1212, hereinafter referred to as the MORTGAGEE BANK (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, administrators and assignees) of the OTHER PART.

WHEREAS COMMPANY 1, a company incorporated under the relevant Companies Act, having its registered office at 28, Kawran Bazar, Taj Mansion, Dhaka – 1215 represented by its Managing Director Mr. A (hereinafter referred to as the BORROWER) has applied to the MORTGAGEE BANK for secured overdraft facility of Tk. 5,00,000.00 (Taka five lac) only;

AND WHEREAS the MORTGAGEE BANK has agreed to grant the said secured overdraft facility of Tk. 5,00,000.00 (Taka five lac) only (the ‘Loan’) to the BORROWER vide Sanction Letter No. No. Premier/Gul/2004/923 dated 10.03.2004 (the ‘Sanction Letter’) on conditions inter alia that the MORTGAGOR shall mortgage his land measuring 02 Katha 09 Chhatak or .0423 ajutangsha, more particularly described in the schedule below (the ‘Schedule Land’) as security for the Loan and the MORTGAGOR has offered to create legal mortgage on the Schedule Land;

AND WHEREAS the MORTGAGEE BANK has agreed to take legal mortgage of the Schedule Land for a sum of Tk. 5,00,000.00 (Taka five lac) only as security for the Loan given to the BORROWER;

NOW THIS DEED OF MORTGAGE WITNESSES AS UNDER:

1.                  In consideration of granting of Loan to the BORROWER by the MORTGAGEE BANK, the MORTGAGOR hereby transfers and conveys by way of simple mortgage whole of the Schedule Land, with all rights, interest, easements and structures belonging thereto as security for repayment of the Loan, with all interest and other charges in terms of the Sanction Letter, given by the MORTGAGEE BANK to the BORROWER;

2.                  If the BORROWER fails to repay the Loan to the MORTGAGEE BANK in the manner stated in the Sanction Letter or in any other manner so agreed between the BORROWER and the MORTGAGEE BANK, then the MORTGAGEE BANK shall be entitled to recover the outstanding dues from the MORTGAGOR under these presents by sale of the Schedule Land without intervention of the Court of law;

3.                  It is further stated that the MORTGAGEE BANK, if necessary, shall be entitled to sell the Schedule Land without intervention of any Court of law at its own discretion as provided in section 69 of the Transfer of Property Act and the same shall be regarded as valid and binding on all the parties, to which the MORTGAGOR will not object;

4.                  That the Schedule Land shall be kept in good condition at the cost and expenses of the MORTGAGOR;

5.                  That the MORTGAGOR will not allow any Receiver to be appointed for the Schedule Land except at the instance of the MORTGAGEE BANK, who shall always at its discretion be able to appoint a Receiver for the said land nor shall any distress or execution be levied or enforced upon or against the Schedule Lands or any attempt to create any charge or mortgage on the Schedule Land which may prejudice the security hereby created shall be illegal and of no effect;

6.         That the MORTGAGOR hereby declares that the Schedule Land is free from all encumbrances and the MORTGAGOR is legally entitled to mortgage the same with the MORTGAGEE BANK by way of registered mortgage;

7.                  That the MORTGAGOR will permit the MORTGAGEE BANK, its agent, employees, and nominees from time to time to enter into or upon the Schedule Land or any part thereof and to view, inspect and value the same and take inventories thereof, as and when necessary;

8.                  That the MORTGAGOR hereby agrees that he will pay all taxes and rates which are or may become payable on the Schedule Land mortgaged with the MORTGAGEE BANK and agree to indemnify the MORTGAGEE BANK for any default of the MORTGAGOR in making such payments;

9.                  That the MORTGAGOR hereby agrees that neither this mortgage nor any thing contained herein shall impair, extinguish, limit or otherwise prejudicially affect all or any of the rights, remedies, privileges, benefits or securities or guarantee which the MORTGAGEE BANK has acquired or may acquire hereinafter or that may otherwise be available to the MORTGAGEE BANK;

10.              That the MORTGAGEE BANK is at liberty to enforce the mortgage at any time if the BORROWER fails or defaults in repaying the Loan to the MORTGAGEE BANK in terms of the Sanction Letter;

11.              That on repayment of the Loan and on payment of all interests and other charges due thereon the MORTGAGOR at his own costs, will be entitled to redeem the Schedule Land from the MORTGAGEE BANK free from all encumbrances and charges accruing on the MORTGAGEE BANK and on such redemption this mortgage shall be deemed to have been extinguished;

12.      In the event the MORTGAGEE BANK suffers any loss/damage arising out of or caused by any false statement, misrepresentation or concealment of facts regarding the right, title, interest and possession of the Schedule Land, the MORTGAGOR shall be liable to refund the mortgage value i.e. Tk. 5,00,000.00 (Taka five lac) only to the MORTGAGEE BANK immediately on demand and shall also be liable to be punished for such offence under the existing law and the exercise of the right under this provision shall under no circumstances prejudice the MORTGAGEE BANK from taking any other recourse against the MORTGAGOR for recovery of its dues;

SCHEDULE OF THE LAND

All that piece and parcel of land measuring 02 Katha 09 Chatak or 0423 ajutangsha out of 21 decimal situated within District Dhaka, P. S. & Sub-registry Office Sabek Mohammadpur Hal Lalbag, J.L. No. Sabek 348 Hal 65, Mouza Nababchar, under Khatian No. Sabek 76, S.A. Khatian No. 76, R.S. 130, Sabek & S.A. Dag No. 118, R.S. 286  & 287 along with all constructions and structures constructed or to be constructed thereon with all other rights, interests, title, easements etc. attached or appertaining to the land.

IN WITNESS WHEREOF, THE MORTGAGOR HEREUNTO SET HIS SIGNATURE ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

BEFORE THE SUB REGISTRAR, ____________

IRREVOCABLE GENERAL POWER OF ATTORNEY

This POWER OF ATTORNEY is made on this the _____ day of ___________________, 2004:

KNOW ALL MEN BY THESE PRESENTS that I, MR. A son of Mr. X of Village Vadughar, P.S. & Dist. Brahmanbaria, do hereby irrevocably nominate, appoint and constitute:

BANK 1

GULSHAN BRANCH

140, GULSHAN AVENUE

GULSHAN-2

DHAKA-1212

as my true and  lawful  ATTORNEY to do all or any of the following acts, deeds and things:

1.                 To sell, transfer and assign the land particulars of which has been described in the schedule below (the ‘Schedule Land’), without intervention of any Court of law and to do all acts and sign all documents and papers in my name which may be required to sell, transfer and assign the Schedule Land or any part thereof and all proceeds received under this authority shall be treated as true and valid receipt on my behalf.

2.   To seal, sign and execute any documents of sale, transfer and/or assignment or to do any act on my behalf relating to the aforesaid transfer of the Schedule Land or part thereof and to receive the proceeds thereof on my behalf.

3.   To present and/or submit such deed to the office of the Registrar, Joint Registrar or Sub-Registrar for registration of the same and to do all other acts required to register such documents including swearing affidavit on my behalf.

4.   To deliver, the possession of the Schedule Land or part thereof to the purchaser, transferee or assignee, as the case may be and to do all other acts in this regard.

5.   GENERALLY to do all other acts, deeds, matters and things whatsoever relating to said sale, transfer or assignment of the Schedule Land.

6.   I, undertake that I shall not revoke this Power of Attorney without the consent of the ATTORNEY BANK in writing and I shall not execute and register any other Power of Attorney relating to the Schedule Land other than in favour of the ATTORNEY BANK.

I HEREBY UNDERTAKE AND AGREE TO RATIFY WHATSOEVER THE SAID ATTORNEY BANK SHALL LAWFULLY DO OR CAUSE TO BE DONE UNDER THESE PRESENTS AND TO INDEMNIFY THE ATTORNEY BANK AGAINST ALL COSTS AND EXPENSES INCURRED BY ME

SCHEDULE OF THE LAND

All that piece and parcel of land measuring 02 Katha 09 Chatak or .0423 ajutangsha out of 21 decimal situated within District Dhaka, P. S. & Sub-registry Office Sabek Mohammadpur Hal Lalbag, J.L. No. Sabek 348 Hal 65, Mouza Nababchar, under Khatian No. Sabek 76, S.A. Khatian No. 76, R.S. 130, Sabek & S.A. Dag No. 118, R.S. 286  & 287 along with all constructions and structures constructed or to be constructed thereon with all other rights, interests, title, easements etc. attached or appertaining to the land

IN WITNESS WHEREOF, I HEREUNTO SET MY HAND ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

BEFORE THE SUB REGISTRAR, __________

A F F I D A V I T

I, MR. A son of Mr. X of Village Vadughar, P.S. & Dist. Brahmanbaria do hereby solemnly affirm and say as follows:-

01. That the immovable property subject matter of this Power of Attorney is not attached under the Bangladesh Collaborators (Special Tribunal) Order, 1972.

02. That the immovable property subject matter of this Power of Attorney is not  abandoned property within the meaning of the Bangladesh Abandoned Properties (Control, Management and Disposal Order, 1972 (P.O. No. 16 of 1972).

03. That the Power of Attorney to be executed in connection with the immovable property is not void under any law for the time being in force.

04. That the proposed Power of Attorney is not liable to be void under Article 5A of the Bangladesh Land Holding (Limitation) Order, 1972 (P.O. No. 98 of 1972).

05. That the execution of the Power of Attorney does not contravene any provision of any other law for the time being in force.

06. That the immovable property subject matter of this Power of Attorney have been correctly described and have not been undervalued and the Executant has transferable right in such property.

THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SIGN THIS AFFIDAVIT ON THIS THE ______ DAY OF  _________________, 2004, BEFORE THE SUB-REGISTRAR, _______________.

________________________

Mr. A

Deponent

The deponent is known to me

and identified by me and has signed in my presence

_____________________

Identifier

LETTER OF HYPOTHECATION

This LETTER OF HYPOTHECATION is executed on this the ____ day of _______________________, 2004:

BY

COMMPANY 1, a company incorporated under the Companies Act, 1994, having its registered office at 28, Kawran Bazar, Taj Mansion, Dhaka – 1215, hereinafter called the ‘Borrower’ (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, administrators and assignees);

IN FAVOUR OF

THE BANK 1, Gulshan Branch, 140, Gulshan Avenue, Gulshan-2, Dhaka-1212, hereinafter referred to as the ‘Bank’ (which expression unless excluded by or repugnant to the context will mean and include its successor-in-interest, legal representatives, administrators, assigns).

WHEREAS

A.                 Pursuant to a Sanction Letter No. Premier/Gul/Cr/820 dated 28.03.2004, issued by the Bank and accepted by the Borrower (the ‘Sanction Letter’), the Bank has granted to the Borrower Secured Overdraft Facility of Tk.  15,00,000.00 (Taka fifteen lac) only (the ‘Loan’) under the terms and conditions therein;

B.                 The execution and delivery of this Letter of Hypothecation by the Borrower is one of the conditions precedent to the Bank granting the Loan to the Borrower under the Sanction Letter.

NOW THIS LETTER WITNESSES as follows:

In consideration of the Bank granting Loan to the Borrower for an amount of Tk.  15,00,000.00 (Taka fifteen lac) only, on the terms and conditions set forth in the Sanction Letter, the Borrower hereby hypothecates to the Bank by way of a first priority floating charge with full title guarantee of all fixed and floating assets such as plant, machinery, equipment, book debts, receivables, stocks, accounts, raw materials etc. both present and future belonging to the Borrower and all documents of title and all contracts and other documents whatsoever relating to such assets, in which the Borrower may from time to time have an interest (all such assets are hereinafter collectively called the “Hypothecated Property”) to secure as a continuing security until full repayment of the Loan with profit on the terms and conditions in the Sanction Letter and all reasonable legal and other costs, charges and expenses incidental to this security and to the enforcement thereof (hereinafter called the “Secured Liabilities”) and this security shall be kept in deposit with the Bank and the same may be enforceable by the Bank in an event of default by the Borrower under the Sanction Letter.

If an Event of Default occurs as defined in the Sanction Letter, the floating charge created hereby shall be crystallised and the Bank may in terms and conditions of the Sanction Letter, sell, assign or otherwise dispose of all or any part of the Hypothecated Property and/or transfer or negotiate any and all documents of title relating to the Hypothecated Property at such times, in such manner and generally on such terms and conditions and for such consideration (whether payable or deliverable immediately or by instalments) as the Bank in its absolute discretion thinks fit. The Bank will apply the proceeds of any such disposal in or towards the discharge of the Secured Liabilities only when due and payable and in such order as the Bank may from time to time conclusively determine. If such proceeds are insufficient for such purpose, the Borrower hereby undertakes immediately to make good such deficiency.

The Borrower shall, if and whenever properly and legally required by the Bank:

(a)                execute, sign and deliver all transfers, delivery orders and other documents which the Bank may from time to time require for perfecting title to all or any part of the Hypothecated Property, or for vesting or enabling it/them to vest any of the Hypothecated Property in, or for facilitating delivery of the same to the Bank or nominees; and

(b)               do all such other acts and things as may be reasonably necessary or expedient for effecting, or in connection with, any sale or other disposition which the Bank may make in respect of all or any of the Hypothecated Property, including the execution of any necessary documents/instruments in connection thereof.

The Borrower hereby warrants and represents that: -

(1)     the Hypothecated Property is the Borrower’s exclusive and absolute property in which no one else has any material claim, concern, right or interest of whatever nature and, as far as possible the Borrower shall use its best endeavours to ensure the same shall continue to be free from any defect of title;

(2)     the Hypothecated Property is free from encumbrances and charges and during the continuance of this security the Borrower shall not create any charge or encumbrance over or allow any material lien to arise or affect the Hypothecated Property without the consent of the Bank;

(3)     the Borrower has legal right, full power and absolute authority to so hypothecate the Hypothecated Property and, to the best of the Borrower’s belief, the Borrower has not concealed any material fact from the Bank;

(4)     the Borrower has not prior to the date of these presents done, made, committed, caused or knowingly suffered to be done any act, deed or matter whereby or by reasons of which the right to so hypothecate has been or may be impaired;

(5)     the Borrower shall during the continuance of this security pay all rates, taxes, cesses, assessments and such other impositions as are or may be payable in respect of the Hypothecated Property or any part thereof and shall keep the Bank fully indemnified at all times in case they have made any payments on those aforementioned accounts and observe all terms and conditions of the deeds and documents under which the Hypothecated Property is held by it;

(6)     the Borrower shall keep and hold the Bank secured, harmless and indemnified against all losses and damages suffered or sustained by the Bank as a result of any defect in the Borrower’s title or any claim or demand preferred by anyone with respect to the Hypothecated Property or any part thereof arising from such a defect in title;

(7)     the Borrower shall keep the Hypothecated Property free from being distrained/restrained for rent, rates or taxes, or taken or attached under any execution;

(8)     the Borrower shall maintain, preserve and protect the Hypothecated Property and shall keep the same in good repair and proper condition and cause to be made all normal repairs, renovations, replacements and improvements thereto and shall not allow the same to deteriorate (except normal wear and tear) in value or otherwise until the Loan has been repaid on the terms and conditions in the Sanction Letter;

(9)     the Borrower shall insure and keep insured at its own expense the Hypothecated Property to the extent possible of an insurable nature against loss or damage by fire, storm, lightning, explosion, riot, civil commotion, malicious damage, impact and flood and such insurance as may be required by the Bank with the interest of the Bank noted on the policies which is duly assigned to the Bank;

(10)   this security shall continue as a continuing security to the Bank until the Secured Liabilities have been discharged on the terms and conditions in the Sanction Letter; and

(11)   the authorized person(s) of the Bank may at any time or times with reasonable notice to the Borrower enter any premises where the Hypothecated Property or any of them may be and inspect the same.

Nothing herein contained shall operate so as to merge or otherwise prejudice, affect or exclude any other security, guarantee or lien whether of or against the Borrower or of third parties which the Bank for the time being hold or would have held but for this security or any of the rights or remedies of the Bank any such security, guarantee or lien or otherwise.

The Borrower agrees to indemnify the Bank on demand against all reasonable losses, actions, claims, expenses, demands and liabilities of whatever nature now or hereafter incurred or made against the Bank for anything done or omitted to be done in the exercise or purported exercise of powers herein contained or occasioned by any breach by the Borrower of any of the Borrower’s obligations hereunder.

The Borrower hereby agrees that if an Event of Default occurs, upon the terms and conditions of the Sanction Letter, the Bank may combine or consolidate all or any of its then existing accounts wherever situate (including accounts in the name of the Bank or of the Borrower jointly with others), whether such accounts are current, deposit, loan, investment or of any other nature whatsoever, whether they are subject to notice or not and whether they are denominated in Taka or in any other currency, and set off or transfer any sums standing to the credit of any one or more such accounts in or toward satisfaction of the Secured Liabilities which, to the extent not then payable.

Any notice or request required or permitted to be given or made hereunder shall be in writing, such notice or request shall be deemed to have been duly given or made when it has been or be delivered by hand, fax or post to the party to which it is required or permitted to be given or made at such party’s address specified hereinabove or at such other address as such party shall be designated by notice to the party giving such notice or making such request.

This Letter of Hypothecation shall be binding on the Borrower and its successors and shall inure to the benefit of the Bank and his respective successors and the Borrower will not assign or transfer all or any of its rights or obligations hereinabove to any third party without the consent of the Bank.

IN WITNESS WHEREOF WE EXECUTE THIS LETTER OF HYPOTHECATION ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

Drafted by:

For: “The Lawyers & Jurists”

M.L.Hotel Tower Ltd,

208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

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