Irrevocable General Power of Attorney

IRREVOCABLE GENERAL POWER OF ATTORNEY

This POWER OF ATTORNEY is made on this the _______ day of _________, 2006:

KNOW ALL MEN BY THESE PRESENTS that We,COMPANY 1, a limited Company incorporated under the relevant Companies Act of Bangladesh, having registerred address at House # 38/3, Road # 16 (new), Dhanmondi Residential Area, P.S. Dhanmondi, Dhaka -1209 represented by Managing Director Mr. A, do herebyappoint and constitute:-

BANK 1

BANANI BRANCH

PLOT # 75, BLOCK # B

KEMAL ATATURK AVENUE

BANANI, DHAKA – 1213

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

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

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

4.   To deliver, the possession of the property 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 property in question.

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

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

SCHEDULE OF THE PROPERTIES

A)       01 (one) Apartment being No. 5, measuring 1639 (Sixteen hundred thirty nine) square feet on the 3rd floor Northern Side of 09 storied building along with undivided and undemarcated proportionate land measuring .55 decimal out of undivided and undemarcated land measuring 05 Kathas situated within District – Dhaka, Sub-Registry Office Mohammadpur, P.S. Sabek Keraniganj then Tejgaon now Mohammadpur, J.L. No. 239 and 240, Mouza Uttar Adab and Ramchandrapur under Khatian Nos. 35, 52, 55,56, 60, 75, 118, 541, Sabek Dag Nos. 30, 31, 95, 117, 122, 124, 129, 131, 134, 135, 136, 137, 138, 139, 140, and 340 (part),S.A. Mutation Khatian No. 34/6, S.A. Mutation Dag No. 30, 31, 122, and 124,R.S. Dag Nos. 175 and 176,Math Jarip Dag No. 604, being Plot No. 548 of Baitul Aman Co-operative Housing Society Limited, butted and bounded by:

On the North: Plot No. 545

On the South: Road

On the East  : Plot No. 547

On the West :  Main Road

along with all other rights, interests, title, easements etc. attached or appertaining to the properties

B)        01 (one) Apartment being No. 6, measuring 1689 (Sixteen hundred eighty nine) square feet on the 3rd floor Southern Side of 09 storied building along with undivided and undemarcated land measuring .55 decimal out of undivided and undemarcated land measuring 05 Kathas situated within District – Dhaka, Sub-Registry Office Mohammadpur, P.S. Sabek Keraniganj then Tejgaon now Mohammadpur, J.L. No. 239 and 240, Mouza Uttar Adab and Ramchandrapur under Khatian Nos. 35, 52, 55,56, 60, 75, 118, 541, Sabek Dag Nos. 30, 31, 95, 117, 122, 124, 129, 131, 134, 135, 136, 137, 138, 139, 140, and 340 (part),S.A. Mutation Khatian No. 34/6, S.A. Mutation Dag No. 30, 31, 122, and 124,R.S. Dag Nos. 175 and 176,Math Jarip Dag No. 604, being Plot No. 548 of Baitul Aman Co-operative Housing Society Limited, butted and bounded by:

On the North: Plot No. 545

On the South: Road

On the East  : Plot No. 547

On the West :  Main Road

along with all other rights, interests, title, easements etc. attached or appertaining to the properties.

C)          01 (one) Apartment being No. 13, measuring 1689 (Sixteen hundred eighty nine) square feet on the 7th floor Northern Side of 09 storied building along with undivided and undemarcated land measuring .55 decimal out of undivided and undemarcated land measuring 05 Kathas situated within District – Dhaka, Sub-Registry Office Mohammadpur, P.S. Sabek Keraniganj then Tejgaon now Mohammadpur, J.L. No. 239 and 240, Mouza Uttar Adab and Ramchandrapur under Khatian Nos. 35, 52, 55,56, 60, 75, 118, 541, Sabek Dag Nos. 30, 31, 95, 117, 122, 124, 129, 131, 134, 135, 136, 137, 138, 139, 140, and 340 (part),S.A. Mutation Khatian No. 34/6, S.A. Mutation Dag No. 30, 31, 122, and 124,R.S. Dag Nos. 175 and 176,Math Jarip Dag No. 604, being Plot No. 548 of Baitul Aman Co-operative Housing Society Limited, butted and bounded by:

On the North: Plot No. 545

On the South: Road

On the East  : Plot No. 547

On the West :  Main Road

along with all other rights, interests, title, easements etc. attached or appertaining to the properties.

IN WITNESS WHEREOF, WE HEREUNTO SET OUR SIGNATURES ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

Signed in the presence of   (signatures, names & addresses of the witnesses):-1.

2.

For and on behalf of:COMPANY 1

___________________________

Name:

Designation:

(Signature of the EXECUTANT)

Drafted by:

For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd,
208,Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.

www.lawyersnjurists.com

A F F I D A V I T

I, Mr. A, Managing Director of COMPANY 1, House # 38/3, Road # 16 (new), Dhanmondi Residential Area, P.S. Dhanmondi, Dhaka – 1209, a limited Company incorporated under the relevant Companies Act of Bangladesh, having address at House # 38/3, Road # 16 (new), Dhanmondi Residential Area, P.S. Dhanmondi, Dhaka – 1209 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 properties.

THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SIGN THIS AFFIDAVIT ON THIS THE _________ DAY OF  __________2006:

______________________

Deponent

The deponent is known to me

and identified by me and has

signed in my presence.

______________________

Identifier