AGREEMENT FOR TRANSFER OF SHARES AND ASSEST THIS AGREEMENT OF TRANSFER (agreement") is made as of this ..

day of , 2011, by and among Kamal Ahmed Mojumder and other Directors of Mohona Television Ltd. and On Mohammad Zakaria Khan, Son of Late Fazlur Rahman, of House No. 9 , Rad 47, Gulshan-2, Dhaka. RECITALS WHEREAS, Kamal Ahmed Mojumdar and other Directors of Mohona Television Ltd. owns 100% of the paid up share of Mohona Television Ltd., WHEREAS, the Boards of Directors of Mohona Television Ltd. have determined that it is advisable and in the best interests of their respective shareholders for Mohona Television Ltd. to so sell such 60% share of the Mohona Television Ltd. and, to that end, for sale and transfer of the business of Mohona Television Ltd. upon the terms and subject to the conditions of this Agreement; and NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, the parties hereto agree as follows:

Mr. Kamal Ahmed Mojumder, Director of Mohona Television Ltd. 1st Parties Mohammad. Zakaria Khan .2nd Party 1. Sale and Purchase If all Conditions are satisfied, at Completion: 1.1 the 1st parties(as legal and beneficial owner) sells; and 1.2 the 2nd Party buys, free from all Encumbrances , 60 % share of the Business and the Assets of Mohona Television, where residual 40% share will remain in the hand of 1st paries. 2. Conditions 2.1 The rights and obligations of the parties in this contract have no force or effect until all Conditions are satisfied.

2.2 Each party must: 2.2.1 immediately notify the other party of the satisfaction of its Conditions; and 2.2.2 provide evidence to establish, to the reasonable satisfaction of the other party, that its Conditions have been satisfied. 3. Purchase Price 3.1 The 2nd Party must pay: 3.1.1 on the date specified in the Particularsthe Deposit to the 1st party; and 3.1.2 on Completionthe balance of the Purchase Price as directed by the 1st party. 3.1.3 Unless otherwise agreed by the 1st party, the 2nd Party must pay the Purchase Price by bank cheque. 4. Title and Risk 4.1 The 2nd Party is only entitled 60% share to the income and profits of the Business accrued after Completion and the 1st parties 40%. 4.2 If any of the Assets are damaged, destroyed or otherwise affected before Completion to a degree which, in the reasonable opinion of the 2nd Party, materially and adversely affects the conduct or profitability of the Business, the 2nd Party may immediately terminate this contract by notice in writing to the 1st party. 4.3 The 2nd Party and its representatives are entitled to full management and control of the Business at and from Completion. 4.4 Title to the Assets and the benefit of the Goodwill passes to the 2nd Party at Completion in the ratio of 60%, and to the 1st parties in the ratio of 40%. 5. Continuation of Business On Completion the 1st parties and 2nd party must carry on the Business in the usual and ordinary course and do all things necessary or desirable to preserve and enhance the Goodwill and not do anything which may damage the Goodwill at any time. 6. Assistance 6.1 The 1st parties must do whatever is reasonably necessary to introduce the 2nd Party to customers and suppliers connected with the Business and give the 2nd Party reasonable assistance and advice about running the Business .

6.2 1st parties and 2nd party will each cooperate with the other Party, in furnishing information, testimony, and other assistance in connection with any actions, proceedings, arrangements, and disputes with other persons or governmental inquiries or investigations involving 1st parties's conduct of the Mohona Television Ltd. or the transactions contemplated hereby. 7. Access to Records and Copies 7.1 The 1st parties must facilitate and ensure that the 2nd Party, its agents, representatives, accountants and solicitors are authorised and provided with full and free access to the Premises and the Records at all reasonable times before the Completion Date. 7.2 In exercise of the rights granted under clause 7.1, the 2nd Party may make copies of material examined, consult with the 1st party's auditor or accountant and, subject to the prior consent of the 1st parties(which may not be unreasonably withheld), consult with Employees. 7.3 Until completion, or in the event that the sale and purchase of the Business and Assets is not completed under this contract, the 2nd Party, its agents, representatives, accountants and solicitors must keep strictly confidential all information supplied or obtained 8. Equipments, Machineries and Furniture 8.1 On the day immediately prior to Completion and (if necessary) on the Completion Date but prior to Completion, the 1st parties and the 2nd Party must carry out a physical list off all equipments, machineries and furniture. 8.2 all equipments, machineries and furniture must be valued at the last invoiced cost price to the 1st parties as determined by the 1st parties and 2nd Party from the Records; 8.3 all equipments, machineries and furniture which is not good working order must be valued by agreement between the 1st parties and the 2nd Party. 8.4 Any dispute between the 1st parties and the 2nd Party relating to the physical quantity, quality, standard, classification, invoiced cost to the 1st parties of all equipments, machineries and furniture, or the value of items of all equipments, machineries and furniture not of working order, which is not settled by Completion must be determined by the third party appointed by both parties. 9. Adjustments

9.1 periodical outgoings and expenses in respect of the Business (for example, rent, insurance, electricity, gas and water expenses); and 9.2 any deposits received by the 1st parties business, must be apportioned as at the Completion Date between the 1st parties and the 2nd Party and the Purchase Price adjusted accordingly. 10. Assumption of Debt and Liabilities 10.1 the 2nd Party does not assume any debt, liability or obligation of the 1st party, whether known or unknown, fixed or contingent. 10.2 Without limiting the generality of this clause, the 2nd Party has no liability of any kind for, and the 1st parties must indemnify the 2nd Party against all Claims and Liabilities that arise from or relate to, the conduct of the Business prior to Completion.

11.Tenants, Representations and Warranties 11.1 the parties' General Covenants, Representations and Warranties. 1st parties hereby covenants, represents and warrants to 2nd party the following: 11.2 Transfer of shares and Contracts. 1st parties shall undertake all actions to ensure assignment and/or transfer of all Contracts and share in a speedy and effective manner to the 2nd party, such assignment to be effective from the Transfer Date. Such actions shall include but not be limited to discussions and negotiations with concerned customers or right holders, execution of all necessary deeds and documents and filing of all necessary forms, filings and undertakings with appropriate authorities. 11.3 Organization and Existence. 1st parties is a company duly organized, validly existing, and in good standing under the laws of Bangladesh and has all the requisite power and authority to own, operate and lease its properties and to carry on the Mohona Television Ltd. as now conducted. 11.4 Power and Authority. 1st parties has full power and authority under its Memorandum and Articles of Association to execute, deliver, and perform this Agreement. 11.5 Authorization. The execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate actions on part of the 1st parties.

11.6 Binding Effect. This Agreement is a valid, binding, and legal obligation of 1st parties and all agreements, instruments and documents to be executed by 1st parties in connection with the transactions contemplated hereby will be legal, valid and binding obligations of 1st parties each enforceable against the 1st parties in accordance with their respective terms and 1st parties has not made any commitment, agreement or understanding verbally or in writing to any other party for the sale of the said Mohona Television Ltd.. 11.7 No Default. Neither the execution and delivery of this Agreement nor 1st parties's full performance of its obligations hereunder will violate or breach, or otherwise constitute or give rise to a Default under the terms or provisions of 1st parties's Memorandum and Articles of Association or of any material contract, commitment, or other obligation to which the 1st parties is a party or any statute, rule, regulation, judicial or governmental decree, order or judgment, to which the 1st parties is a party or to which 1st parties or the Assets are subject. 11.8 Finders. 1st parties has not engaged and is not directly or indirectly obligated to any person acting as a broker, finder, financial advisor, or in any other similar capacity in connection with the transactions contemplated hereby. 11.9 Ownership. 1st parties has sole and exclusive Ownership of all tangible Assets set out in Exhibit 1 and the tangible Assets are in reasonably good condition and repair, ordinary wear and tear excepted. 11.10 Contracts. Each of the contracts, commitments, and other obligations being assigned by 1st parties to 2nd party is a valid, subsisting and binding obligation of 1st parties and the other party or parties thereto; and neither 1st parties nor any other party thereto is in default under any contract, commitment, or other obligation, which default is likely to have a material and adverse effect. 11.11 Compliance with Laws. 1st parties is in full compliance with all statutes, ordinances, regulations, and other governmental requirements or judicial decree applicable to the conduct of the Mohona Television Ltd. 11.12 Consent. No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal to which 1st

parties or the Mohona Television Ltd. is required for the execution, delivery or performance by 1st parties of this Agreement or any of the other agreements instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby. 11.13 Title. 1st parties has good and marketable title to the Assets, free and clear of all Liens. Upon delivery by 1st parties to the 2nd party of the Assets, the 2nd party will acquire good and marketable title to the Assets free and clear of all Liens. 11.14 Litigations. There are no pending or threatened actions, claims, litigations, suits, proceedings, inquiries, investigations instituted by or against the 1st parties by any employee, customer, creditor, governmental or judicial agency or any other third party which pertain to the Mohona Television Ltd. or are likely to have an effect on the Mohona Television Ltd.. 11.15 Representations and Warranties True and Complete. All representations and warranties of 1st parties in this Agreement are true, accurate, and complete in all material respects as of the Transfer Date and as of the date hereof. 11.16 Consent. No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal to which the 2nd party is subject, is required for the execution, delivery or performance by 2nd party of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby.

12 Conditions 12.1 Conditions to 2nd party's Obligations. The obligation of 2nd party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or before the execution of this Agreement:

12.2 The representations and warranties of 1st parties contained in this Agreement shall be true, accurate, and complete in all material respects as of the date hereof and as of the Transfer Date (as if such representations and warranties had been made as of the Transfer Date); 12.3 1st parties shall have performed and complied with all agreements and conditions required by this Agreement to be performed or satisfied by 1st parties, and 1st parties shall have delivered to 2nd party all documents, certificates, and instruments required to be delivered by 1st parties under the terms of this Agreement; and, 12.3 All corporate and other proceedings or actions to be taken by 1st parties in connection with the transactions contemplated by this Agreement, and all documents incidental thereto, shall be satisfactory in form and substance to 2nd party. 13. Warranties 13.1 The 1st parties warrant and represent to the 2nd Party as at the date of this contract and as at the Completion Date the matters set out in this clause. 13.2 If the 1st parties is a company: 13.2.1 the 1st parties is duly incorporated and has full corporate power to own the Assets and to carry on the Business; and 13.2.2 the 1st parties has the power to enter into and perform this contract; and 13.2.3 no petition has been issued against the 1st parties to wind it up nor has action been taken or threatened to be taken to seize or take possession of any of its assets (including the Assets); and 13.3. no controller, administrator or trustee of the 1st parties has been appointed. 13.4 If the 1st parties is a natural person or a company: 13.5 there are no unsatisfied judgments against the 1st parties which have not been disclosed to the 2nd Party; nor has any sequestration order been made or writ of execution issued against the 1st parties or any of its assets (including the Assets); and 13.6 the 1st parties does not have any interest directly or indirectly in any company or business which is or is likely to be competitive with the Business; and

13.7 the sale of the Assets pursuant to this contract does not result in a breach of any obligation (including any statutory, contractual or fiduciary obligation) or constitute a default under or result in the imposition of any encumbrance under any agreement or undertaking, by which the 1st parties is bound. 13.8 The Accounts exhibit a true and fair view of the financial position and affairs of the Business, are true and accurate to a material extent and are not affected by unusual, extraordinary or non-recurring items. 13.9 The 1st parties holds all material statutory licences, consents and authorisations necessary for the carrying on of the Business. 13.10 The conduct of the Business by the 1st parties does not contravene any laws in any material respect and no allegation of any contravention of any applicable laws is known to the 1st party. 13.11 All information concerning the Business and the Assets which the 1st parties or any of the 1st party's representatives have furnished to the 2nd Party or the 2nd Party's representatives prior to the execution of this contract is true, complete and accurate in all material respects and is not misleading or deceptive whether by inclusion or omission. 13.12 As far as the 1st parties are aware, there are no Claims by any person (including the Employees) or authority relating to the Business, other than those disclosed to the 2nd Party. 13.13 There are no outstanding notices or orders served or made by any person, body or authority affecting the Business and the 1st parties are not aware of any proposals or circumstances which may result in such a notice or order being served or made. 13.14The Assets: 13.14.1 are all of the assets (other than the Excluded Assets) which have been used and which are appropriate, material and necessary for the successful conduct of the Business; and 13.14.2 will all be the property of the 1st parties at Completion and will be free from all Encumbrances. 13.15 The Premises Leases create a valid and enforceable leasehold interest in accordance with their terms and have not been amended or modified.

13.16 The Premises are the only leasehold properties occupied or used by the 1st parties in the conduct of the Business. 13.17 The 1st parties has duly and punctually observed and performed the terms and conditions of the Premises Leases, is not in breach or default under any term or provision of them or liable to forfeiture or termination. 13.18 The 1st parties has not received and is not aware of any notice from any party or competent authority affecting any right or interest under the Premises Leases. 13.19 Each item of Plant and Equipment is in a good and safe state of repair and condition and satisfactory working order for its age (fair wear and tear excepted) and has been regularly and properly maintained. 14. General 14.1 This contract may only be varied or replaced by a document duly executed by the parties. 14.2 This contract contains the entire understanding between the parties as to the subject matter contained in it. All previous agreements, representations, warranties, explanations and commitments, expressed or implied, affecting this subject matter are superseded by this contract and have no effect. 14.3 Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by this contract. 14.4 Each party must pay its own legal costs and expenses in relation to the negotiation, preparation and execution of this contract and other documents referred to in it, unless expressly stated otherwise. 14.5 The 2nd Party must pay any stamp duty on this contract and any document executed under it including on the assignment or transfer of the Premises Leases. 14.6 A single or partial exercise or waiver of a right relating to this contract does not prevent any other exercise of that right or the exercise of any other right. 14.7 No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

14.8 A party must not: 14.8.1 sell, transfer, delegate, assign, license; or 14.8.2 mortgage, charge or otherwise encumber, any right or obligation under this contract to any person, without the prior written consent of the other party to this contract (Other Party). 15. Relevant law This agreement shall be governed by and construed in accordance with the law of Bangladesh and agree that in the event of any action being begun in respect of this agreement the process by which it is begun may be served on them in accordance with law. IN WITNESS WHEREOF the parties hereto have executed this agreement as a DEED on the date first above written.