IGPA to Sell Shares

BEFORE THE NOTARY PUBLIC AT DHAKA

IRREVOCABLE GENERAL POWER OF ATTORNEY

(TO SELL SHARES)

This POWER OF ATTORNEY is made on this the ______ day of __________________________, 2006.

We,

do hereby states as follows:

WHEREAS, COMPANY 1 , a company incorporated under the relevant Companies Act, having its registered office at ______________________________ (hereinafter referred to as the “Borrower”) has been granted term loan facility of an amount of Tk. ______________ (Taka __________________) only under the Term Loan Facility Agreement dated _______________  (the ‘Facility Agreement’) executed amongst the Borrower and

(Party Nos. 2-______ are the hereinafter collectively referred to as the “Lenders” and individually as the “Lender” which expression unless excluded by or repugnant to the context will mean and include its successor-in-interest, legal representatives, administrators, assigns).

on terms and conditions, inter alia, that we shall lien the shares held by us in the capital of the Borrower, described in the schedule below, with the Lenders and shall execute an irrevocable general power of attorney in favour of the Lenders for sale of the shares liened by us.

NOW, THEREFORE, BY THESE PRESENTS, WE:

do hereby nominate, constitute and appoint:

BANK 1

Corporate Head Office

BCIC Bhaban

30-31 Dilkusha Commercial Area

Dhaka-1000

being the Agent for the benefit of the Lenders in terms of Facility Agreement, acting through any authorised signatory or signatories, to be our true and lawful Attorney to exercise any of the following powers for and on our behalf and in our name, place and stead from time to time:

AND we do hereby ratify and confirm whatever the said Attorney shall lawfully do or cause to be done by virtue of these presents.

This POWER OF ATTORNEY shall be irrevocable till the entire liabilities of the Borrower with the Lenders is fully liquidated and the Attorney releases us absolutely from all liabilities whatsoever and we shall not execute any other power of attorney in favour of any one in connection with the Shares held by the Lenders as security.

IN WITNESS WHEREOF WE HAVE CAUSED THIS POWER OF ATTORNEY TO BE SIGNED ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

In witness of:1.2. __________________________________________________(Signature of the EXECUTANTS)

SCHEDULE OF THE SHARES

‘A’

Total _____________ shares of Tk. 100 each held by Mr. ___________________

Folio:

Certificates Nos. Distinctive Numbers Nos. of
From To Shares
‘B’

Total _____________ shares of Tk. 100 each held by Mr. ___________________

Folio:

Certificates Nos. Distinctive Numbers Nos. of
From To Shares

Total __________________ shares and all dividends, interests or other distributions and all allotments, accretions, offers, rights, benefits and advantages whatsoever at any time accruing offered or arising in respect of the same whether by way of conversion, redemption, bonus, preference, option or otherwise but the Lenders shall in any circumstances incur any liability whatsoever in respect of any calls, instalments or otherwise in connection with the Securities.

Drafted by:

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