Vetting of a draft agreement to be executed between Company and Company for enabling GSM Services.

Dated: April 15, 2007

Mr. A

Advisor & Company Secretary

Company 1(Company 1)

House # 55, Road # 4/A

Dhanmondi R/A

Dhaka 1209

Dear Sir,

Re:      Vetting of a draft agreement to be executed between Company 1 and Company 2. for enabling GSM Services.

We refer to your letter being No. AHCL/Gen/0407/03 dated April 10, 2007 on the above subject.

We have perused the Draft Agreement to be executed between Integrated Services Ltd. (Company 1) and Company 2. for enabling GSM Services.

Our comments on the draft Agreement are as follows:

Clause/Paragraph Comments
Title of the Agreement Although the draft is titled as “MOU FOR GSM SERVICES”, on perusal of the draft, it appears that, it is in effect an Agreement. As such we suggest you to delete the title and replace it with “AGREEMENT FOR GSM SERVICES”.
Particulars of ‘Company’ In the particulars of the Company please insert the name and address of Integrated Services Ltd. (Company 1) in the appropriate places.
Clause 2.1 Please note that according to this clause the Agreement shall be deemed to be a Supplementary Agreement to the Subscription Agreement executed between Company 1 and and in case of any conflict between this Agreement and the existing Subscription Agreement, the terms and conditions of the Subscription Agreement shall prevail over this Agreement. We have not been provided with the existing Subscription Agreement, please check that agreement and ensure that the terms and conditions of those agreements are not prejudicial to the interests of Company 1.
Clauses  3.1, 3.3 and 3.4 In Clauses 3.1, 3.3 and 3.4 reference have been made to Schedule A, but we have been provided with a blank schedule A. Please ensure that the eventual Schedule A does not contain any terms prejudicial to the interests of Company 1.
Clause 3.2 In the 4th line of Clause 3.2 after the word “Subscription” please insert the word “Agreement”.
Clause 3.5 Please delete Clause 3.5 and replace it with the following:

“3.5 Subject to the provisions of Clause 3.6 and 3.7, no Company Number(s) shall be barred, suspended or disconnected before the Due Date for payment of bills as defined hereunder in Clause 4.1.”.

Clause 4.2 In the fifth line of Clause 4.2 delete “SAF” and replace it with “Subscription Agreement”.
Clause 4.6 Clause 4.6 appears to be from a different agreement with a University. We suggest you to delete Clause 4.6 and replace it with the following:“4.6 The Company shall provide verification to of future employees of the Company, who seek to enlist their subscription as the Company Number(s). The Company shall also inform in case any employee leaves the employment of the Company.”
Clause 5.1 Please note that under this clause after the expiry of 1 year the Agreement shall be automatically renewed for a further period of 1 year and so on, unless and until any party to the Agreement expresses its desire to the contrary in writing 2 months prior to expiry. Please ensure whether or not Company 1 agrees to this automatic renewal clause.
Clause 5.4 Please note that, according to this Clause, Banglalink has the right to terminate the Agreement immediately and without judicial resolution for just cause by written notice to the Company. Please check whether Company 1 agrees to this clause, keeping in mind that Company 1 is not given a similar right to terminate immediately.
Clause 5.6 In line three of Clause 5.6 please delete the word “Subscriber” and replace it with “Company”.

Other than the above observations, the terms and conditions of the Agreement in question appears to be in order.

The documents referred to us are returned herewith.

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

Thanking you.

Yours faithfully,



Drafted by:

he Lawyers & Jurists
M.L.Hotel Tower Ltd, 208, Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.