Vetting of Deed of Agreement to be executed between Company and Company.

Dated: July 04, 2007

Mr. S

General Manager

Company 1

HR Bhaban


Dhaka – 1000

Dear Sir,

RE:     Vetting of Deed of Agreement to be executed between Company 2 and Company 3.

We refer to the above subject.

We have perused papers/documents referred to us in connection with the draft Agreement to be executed between Company 2  and Company 3  and others and you have requested us to advise on the said draft agreement.

Our opinion on the draft Agreement is given below:

In Clause 3 of the Deed of Agreement it is stated that Party A has given an absolute authority to Mr. B of Party A to enter into an agreement or MOU with potential investors. Please note that, Company 2, a private limited company is one of the members of Party A. In order for Company 2. to provide the said authority to Mr. B, the Board of Directors of the company has to pass a resolution, in accordance with its Articles of Association, empowering Mr. B to negotiate the terms and conditions of the Deed of Agreement and to sign the Agreement on behalf of the company.

In Clause 10, Phase-I (a) (i), it is stated that, after the transfer of 7,500 shares by the Sponsors in favour of Party B, 2,500 shares (existing) will be left. However, it has not been stated as to which shareholder will be left with how much shares.

Subject to the above, the draft deed of Agreement referred to us appears to be in order.

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

All documents and papers referred to us are returned herewith.

Thanking you.

Yours faithfully,



Drafted by:

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