Further Legal Opinion regarding liability under Deed of Corporate Guarantee.

Mr. Z

Address….

Dear Sir,

Re:      Further Legal Opinion regarding liability under Deed of Corporate Guarantee.

We refer to your letter dated 26 February 2008, our previous opinion dated 27 February, 2008 and the meeting that the undersigned had with your Deputy Managing Director on 27 February 2008 on the above subject.

The interest of Company 1 (“Company 1”) shall be protected if Company 1 executes the Deed of Corporate Guarantee in favour of Southeast Bank Limited, provided that in the fourth line of Preamble C of the said Guarantee after the words “terms and conditions hereinafter appearing” the following words are added:

“and under no circumstances the liability of the Guarantor under this guarantee shall exceed the percentage of shares held by the Guarantor in the Borrower company at the time of enforcement of the Guarantee”

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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