DEED OF AGREEMENT

This Deed of Agreement is executed on this the _______ day of ___________, 2007 of the Christian era.

BETWEEN
 1) A, 2) B, 3) C and 4) D (E) all daughters of Late A. K. M. Shamsul Alam of 74/2/A, Crescent Road,
Kathal Bagan, Police Station Dhanmondi, District-Dhaka, hereinafter jointly referred to as the
‘LANDOWNERS’ (which expression shall mean and include their heirs, legal representatives, executors
and assignees) of the FIRST PART.

AND
X Development & Holding Limited, a private company limited by shares incorporated under the
Companies Act,1994, carrying out its business having office at House no. 59/A, Road no. 7/A, Dhanmondi
R/A, Dhaka-1209, represented by its Managing Director Mr. ____________________, hereinafter referred
to as the “DEVELOPER” (which expression shall unless excluded by or repugnant to the context, be
deemed to mean and include its successors-in-interest, executors, administrators, legal representatives and
assignees) of the SECOND PART.

WHEREAS:
1. One A. K. M. Shamsul Alam acquired the schedule land with other lands by way of purchase from
Oli Miah. Later on said A. K. M. Shamsul Alam died leaving behind his legal heir’s wife
Mahmuda Alam, sons namely Shahin Mahmud Alam, Masum Jaman Alam, Mokarom Jaman
Alam, Moni Jaman Alam, Morshed Jaman Alam and daughters namely Shireen Shamsun Nahar,
B, Sabnam Tahmina, Sohel Taklima (E) acquired the land by way of succession as per the Muslim
Law of inheritance and thereafter their name were recorded in the R.S. operation and also got
recorded in the Dhaka Mahangaor Survey Record. Subsequently said Shireen Shamsun Nahar, B,
Sabnam Tahmina, Sohel Taklima (E) became the  own portion of the land measuring 6.36
decimals morefully described in the Schedule given below (hereinafter referred to  as the
“Scheduled Land”)  by way of amicable partition and accordingly  they got mutated the same in
their name in the Govt. Revenue Record vide different Mutation Case no. 902/2005 dated
10.03.2005, 904/2005 dated 10.03.2005, 903/2005 dated 10.03.2005, 905/2005 dated 10.03.2005 
and paying ground rent thereof; and

1. The Landowners being desirous of demolishing the existing old building on the said Land and to
erect thereon a _______(_____) storied apartment building consisting of _____ (___________)
apartments from _______ to ________ floor, ______ (_______) apartments on each floor and
Ground floor shall be reserved for car parking and common utilities.

1. The Landowners has no logistics and other support to do the design, drawing, etc. needed for the
desired construction. The Landowners is also unable to invest/finance for implementation of the
desired apartment building.

1. The Landowners thus had been looking for a suitable development partner for undertaking the
project on a turnkey basis including full investment needed for the same and to share the
ownership of the proportionate land and built apartments with the Landowners to realise the
DEVELOPER’s investment and anticipated return on such investment;

2. The DEVELOPER has been engaged in the business of construction and development of
residential apartment buildings in area of the metropolis.
 1. The DEVELOPER has good reputation in the market and the Landowners became aware of the
same and approached them for a joint venture deal based on the Scheduled Land of the
Landowners.

1. As desired by the Landowners, the DEVELOPER worked out a project plan and the
LANDOWNERS accepted the same and agreed to allow the DEVELOPER to construct a _____
(______)-storied apartment building on the Scheduled Land by investing the DEVELOPER’s
money and logistics and get transfer of the agreed ownership of the Land and building in the name
of the DEVELOPER or their nominated party or parties in lieu of or realization of the investment
made by the DEVELOPER.

NOW THE PARTIES HAVE MUTUALLY AGREED AND WITNESSETH AS FOLLOWS:

1)      The LANDOWNERS shall hand over fully unencumbered vacant possession of the Scheduled Land
without any cost or consideration to the DEVELOPER latest by ___________, 2006.

2)      The DEVELOPER shall do all design and drawing of ______ -storied apartment building using the
entire Scheduled Land or as per RAJUK rules. The Ground Floor shall be reserved for car parking and
common utility and there will be ______ apartments on each floor from the ______ to _____floor, total
____ (_______) apartments.

3)      It is agreed by both parties that, if the Plan of the project is approved in accordance with new
building construction rules of Rajuk (Imarat Nirman Bidhimala, 2006) then the floors of the apartment  
building will be more than _____ (_______) whereof each floor area of the apartment(s) will be required to
reduce but the total apartment numbers will be more than ________ (______) and in such case the
additional apartments shall be shared between the LANDOWNERS and the DEVELOPER at the ratio
___:____.

4)      The LANDOWNERS in lieu of consideration of the Scheduled Land shall get _____ apartments and
_________% car parks as to be built on the Scheduled Land more particularly described in the
ANNEXURE enclosed herewith. If the shares of floor area becomes a fraction then the LANDOWNERS
shall have the option to buy the rest floor area of a full-fledged apartment from the DEVELOPER at
market price, on the contrary the DEVELOPER shall have the same option and in both cases the parties
shall mutually settle the issue. Provided that the percentage of shares in the apartment and car parks i.e.
35% shall remain unchanged in any case.

5)      The DEVELOPER shall endeavor its best afford to construct the apartment building as per share
ratio, specification, features and amenities mentioned in the schedule given herein below (hereinafter
referred to as ‘ANNEXURE’) and the ANNEXURE shall be an integral part of this agreement.

 6)      The DEVELOPER shall invest the needed amount in full for erection of the apartment building on
the Scheduled Land and build thereon _______ (_______) apartments as per RAJUK approval from
______ to ______ floor keeping Ground Floor reserved for parking and common utilities. The
LANDOWNERS shall unconditionally allow the DEVELOPER to sell _______% apartments and car
parks alongwith undivided and undemarcated proportionate land of the Scheduled Land to the selected
buyers in order to realize the DEVELOPER’s investment or to keep the Developer’s portion for itself or to
do the things in respect of said _______% shares of apartments and car parks as the Developer thinks fit
and proper.

7)      The LANDOWNERS shall execute a registered Irrevocable General Power of Attorney empowering
the DEVELOPER to do the desired development work and to represent the LANDOWNERS in RAJUK
and other relevant offices like Titas Gas, WASA, DESA/DESCO etc. and obtain approval of building plan,
obtain gas, electric and water line, to negotiate, sell, lease or transfer its _______% share out of the
Scheduled Land and apartments including car parks and to execute agreement for sale, instrument of sale
and to present those before the Sub-Registrar for registration of the same and to realize the
DEVELOPER’s invested money in full and any return on such investment. The DEVELOPER shall freely
receive all sale proceeds of the apartments and other relevant charges from its buyers at a time or in
installments as to be fixed by the DEVELOPER and issue money receipt thereof. The LANDOWNERS
shall also allow the DEVELOPER through the said Power of Attorney to execute tripartite agreement with
the apartment buyers and transfer the ownership of the respective apartments to the buyers on behalf of the
LANDOWNERS.

8)      By exercising the powers to be conferred on it, the DEVELOPER shall be at liberty to do such
transfer in favour of its buyers for which no court of law or else shall entertain any objection from the
LANDOWNERS or their legal heirs.

9)      It is hereby affirmed that the Scheduled Land is free from any encumbrance and the
LANDOWNERS have not entered into any contract for sale or joint venture agreement with any 3 rd party
or the Scheduled Land has not been sold to any party at home and abroad. Provided that the Developer
shall be at liberty to mortgage the Scheduled Land as security of loan if it requires to avail for the purpose
of construction of the instant project only or to facilitating the prospective buyer of the Developer, but for
any such loan the LANDOWNERS in no way shall be liable to repay.

10)   The Landowners and the Developer or their intending purchasers and owners of in possession shall be
responsible to form the Flat owner’s Co-operative Society and their by-laws by way of registration the
same with the proper registration authority.

11)   The Landowners or his heirs, successors co-shares will not make any objection or obstructions if the
Developer transfers their share of apartments, and car parking spaces or any part thereof to any person,
firm etc. besides the shares of the Landowners.

12)   All liability accrued or to be accrued relating to the LANDOWNER’s property whatever remains
unpaid prior to hand over the same to the DEVELOPER shall be the liability of the LANDOWNERS.

13)   All disputes and differences whatsoever arising out during the continuance of the Agreement in
between the parties hereto or their respective representatives touching these presents, or any account or
liability between the parties hereto, or as to any act, deed or omission of any hereto in any way relating to
these presents, shall be referred to arbitration of two arbitrators, one to be appointed by each party and a
third arbitrator/umpire to be appointed by the mutual consent of the two arbitrators so appointed by the
parties. Such arbitration shall be in accordance with and subject to the provisions of the Arbitration Act,
2001.

SCHEDULE OF THE LAND REFERRED TO ABOVE

 All that piece & parcel of land measuring 6.36 (six point three six) decimals situated within District
Dhaka, Police Station- Dhanmondi, Sub-Registry Office Mohammadpur, Mouza-Dhanmondi, Sabek
Khatain no. 190, Sabek dag no. 197, 200, Hal Khatian no. 1029, Hal Dag no. 2411, Dhaka City
Corporation Holding no. 74/2/B, Crescent Road, Kathal Bagan, Dhaka, alongwith structures & building
thereon, butted & bounded by:

On the North: Holding no. 231/2, Free School Street, Kathal Bagan, Dhaka

On the South: Road

On the East: Holding no. 231/4, Free School Street, Kathal Bagan, Dhaka
On the West: Holding no. 53, Free School Street, Kathal Bagan, Dhaka

IN WITNESS WHEREOF, THE PARTIES HAVING UNDERSTOOD THE CONTENTS OF THIS

DEED OF AGREEMENT BEING WILLFUL WITHOUT ANY PROVOCATION HERETO PUT THEIR
RESPECTIVE SEAL AND SIGNATURES ON THE DAY, MONTH AND YEAR MENTIONED FIRST
ABOVE.

Seal & signature delivered by                                         Signature delivered by

the DEVELOPER                                                         the LANDOWNERS

__________________________                                            ________________________

For:                                                                              (A)

X Development & Holding Limited,

represented by the Managing Director                            ____________________

Mr. _________________                                            B                                                                                                               

____________________

Witnesses:                                                                    C

_____________________________

__________________                                                            D (E)  

1.  Signature:

     Name:

     Address:

________________

2.  Signature:

     Name:

     Address:

ANNEXURE:              Share ratio, specification, features and amenities

 —–ANNEXURE—-

 [Share Ratio, Specification, Features & Amenities]

THE SHARE RATIO AND THE VENTURE
 LAND OWNER

LAND OWNER shall get _____________ nos. (_________) of apartments and proportionate parking area
out of __________(_________) equal to _______% of the floor space of the building. __________
apartments shall be chosen by the landowner(s) from ________ floor to __________ floor of the building
and the other __________ to be selected by the Developer for the landowners. LANDOWNERS shall
retain ________% undivided and undemarcated ownership in the Scheduled Land. Shall also get signing
bonus of Tk._____________ (_____________) as rent subsidy. The rent subsidy shall be payable at the
time of signing of this contract and power of attorney. LANDOWNERS shall incur no cost for the project
except the charges for the extra, additional and exception items needed, ordered and done through the
developer. The transfer and registration cost of _______(_________) individual apartments any related
miscellaneous charges shall be because of the LAND OWNERS.

X DEVELOPMENT & HOLDING LIMITED (DEVELOPER)

Developer shall sell ________(________) nos. apartments out of _________ and proportionate car parking
area out of _______ i.e. equal to ________% of the Scheduled Property to the buyers of the Developer.
The Developer shall be granted by the LANDOWNERS an Irrevocable General Power of Attorney
empowering inter alia, to sell aforesaid _____ (_________) nos. apartments out of _________ and
proportionate car parking area out of _______ equal to _______% of the Scheduled Property to suitable
buyer, collect sale proceeds and other related costs from the buyer. In the event of expiry of the
LANDOWNERS, their heirs/legal successors shall without having any consideration deliver the
registration and transfer of ________ (_______) nos. apartments out of _______and proportionate car
parking area out of _________ equal to _________% of the Scheduled Property in favour of the Developer
or its buyers or its nominee. All profit or loss because of the construction shall be on account of the
Developer.

 DURATION OF THE PROJECT

 (1)                Between _______ to _____ months from the date of Approval of ________ storied building
plan by the RAJUK and subject to handing over clean and unencumbered vacant possession of the
Scheduled Land to the Developer.

 (2)        In the event of failure of completion of construction within the period (_____) months from the
date of approval of _____ storied building plan by RAJUK) the Developer will be liable to pay the
LANDOWNERS an amount of Tk. _________________ (______________) as compensation.

 PROJECT SITE AND HIGHLIGHTS

 _________ storied RCC framed building of which ground floor shall be fully parking, common utility,
and apartments from the first to the __________ floors

More or less __________sft each ___________apartments with reserve car parking.

Secured boundary wall and wide main entrance with guardroom, lobby, drivers waiting space, toilet and
generator room in the ground floor.

One superior 6 persons 6 –stop Lift.

 Suitable 35 KVA standby emergency diesel generator for operating lift, water pump, lighting the common
space and stair. Also 3 to 4 (Maximum 200 watt) emergency light and a fan point in each apartment
connected to standby emergency generator.

 Intercom system connecting each apartment to guard room.

 LAYOUT OF THE APARTMENTS

 One main entrance (with foyer if design permits)

Living Hall

_______ bed rooms with at least one attached toilet.

Dining room

Kitchen with working counter & provision for cupboard.

Kitchen Verandah with pots and pans washing space.

 CONSTRUCTION:
STRUCTURE
Design by qualified and well-experienced and professional civil engineer. Point 6 to 7 earthquake
sustainable RCC framed super structure built on earth & soil tested. Foundation column, beam and slab are
design following BNB code using deformed steel bar and quality coerce aggregate, fine aggregate and
local cement.

FAÇADE, ELEVATION AND LAYOUT

 Design by very renowned senior qualified and professional architects, attractive and aesthetic.

EXTERNAL AND PARTION WALL

”8” external and 5” internal first class break plastered wall. Concealed service connections, that is swear,
electricity, gas, telephone and satellite cable. Plastic paints with option for color shades.

FLOOR AND STAIR

 Tiles in all room, bathrooms and kitchen. Tiles in the stair and public area. Non-slip gray cement flooring
for the garage/parking area.

 BATHROOM WALL
 Floor to ceiling local ceramic tiles (7 feet)

DOOR FRAME AND DOOR SHUTTER

 Teak chamble doorframe, decorative Malaysian entrance door. Teak chamble veneer internal door
shutters. Solid gamari external verandah door. Quality Chinese main door and other room locks.

WINDOWS
 Aluminum 4’’ sliding windows and flat bar iron grill.

 FINISHING AND FITTING

 KITCHEN

 Tiled working counter. Stainless steel single bowl sink with mixture. Gas outlet for burner and provision
for exhaust fan.

BATHROOM
 Shower tray area for all baths. BISF commode with lowdown in one bath and one with pan and pedestal
basin with local CP fittings, Mirror.

 GENERAL

All apartments shall be complete in respect of tiles floor, plastic painted interior, necessary doors and door
frame appropriately varnished, door locks, security grill, electric points with switch and power socket
(without light fittings, fans, air conditioners, etc) concealed telephone sockets (without telephone
connection), intercom connection, ceiling height wall tiled bathroom with commode, basin, CP tap fittings,
mirror, etc as per specifications separately mentioned elsewhere.

 Complete building exterior plastered and weather suited painted with boundary wall, main entrance,
security post, parking, lift, emergency diesel generator etc with RCC underground water reservoir and
overhead tank with lifting motor. MS pipe stair railing MS pipe verandah railing and protected roof parapet
wall.

 ELECTRIC LINE
Paradise or BRB cable wiring concealed in PVC conduits. MK Singapore switches & power sockets.
Provision for placing window type air conditioner & ceiling fans. Circuit breaker, protection device, and
separate meter for the building and individual apartment and suitable standby generator.

WATER LINE
Concealed local Asia or imported Korean GI pipe and local ___________/_______/______ or national
polimer brand chromium plated tap fittings.

 GAS LINE

 Appropriate GI or MS pipe and fittings with needed insulation.

 SEWERAGE LINE
 PVC soil pipe with appropriate fittings.

 PAINTS & VERNISH

Local plastic paint on all plastered wall and ceiling in the interior. French polish on all wood surface. Local
weatherproof cement paint for exterior.

 EXCEPTIONS
Light fittings, fans, air conditioners, freeze, exhaust fan or Kitchen hood, marble basin or kitchen counter,
Kitchen cabinet and cupboard, wardrobe and geyser. HT substation and DESA electric connection, Titas
gas connection, WASA water connection, satellite cable connection, Phone connection and any other items
not specified above.