Legal Opinion on Attached Documents for Home Loan.

Dated: May 15, 2007

The Manager Consumer Credit Risk

Personal Financial Services

Bank 1

Dhaka Main Office

Anchor Tower,

1/1-B, Sonargaon Road

Dhaka – 1205

Dear Sir,

Re:      Second Legal Opinion on Attached Documents for __________ Home Loan.

We refer to your letters dated 10 April 2007 and 10 April 2007 (received on 12 May 2007) and our opinion dated April 16, 2007 on the above subject.

We have perused and vetted the revised ______________ Home Loan Book and find it to be in order.

Regarding the letter of authorisation of transfer of fund, we have vetted and revised the same. Please find a revised letter of authorisation attached herewith.

All documents referred to us are returned herewith.

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

Thanking you.

Yours faithfully,

(_______________)

Barrister-at-Law

LETTER OF AUTHORITY

Bank 1

Dhaka Main Office

Anchor Tower,

1/1-B, Sonargaon Road

Dhaka – 1205, Bangladesh

(Hereinafter referred to as the ‘Bank’)

Dear Sir,

Sub: Letter of Authority to debit our/my ________ Account No. ________________ maintained with the Bank.

In consideration of the Bank granting us/me NRB Home Loan of an aggregate amount of Tk. _______________ (Taka ____________________) only (the ‘NRB Home Loan’) vide  _________________ dated _____________ executed between the Bank and us/myself (the “Facility Agreement”), we/I do hereby irrevocably authorise the Bank to debit at any time our/my  _______________ Account maintained with the Bank to realise the Bank’s loan, margin, charges, interest and other charges full or partial, payable by us/me in respect of the NRB Home Loan granted by the Bank in our/my favour. If in any event the said account stands overdrawn, we/I shall arrange required fund for adjustment of the overdrawn liabilities.

This Letter of Authority shall be irrevocable until we/I adjust our/my liabilities under the Facility Agreement with Bank in full satisfaction of the Bank and the Bank expressly releases us/me from our/my obligation.

IN WITNESS WHEREOF, WE/I EXECUTE THIS LETTER OF AUTHORITY ON THE ______ DAY OF ____________________, 200_.

Signed in the presence of (signatures, names and addresses of the witnesses)

1.

2.

_____________________________

Signature of the first account holder

_____________________________

Signature of the second account holder (if applicable)