RUNNING FINANCE AGREEMENT

THIS RUNNING FINANCE AGREEMENT is made at Karachi on this 13th day of

May 2008;

BETWEEN

NATIONAL BANK OF PAKISTAN, a banking company constituted under the

National Bank of Pakistan Ordinance 1949, with its Head Office situated at I.I.
Chundrigar Road, Karachi and a place of business at Corporate Branch, Chapel
Plaza, Hasrat Mohani Road, Karachi (hereinafter referred to as “NBP” which
expression shall, where the context so permits, be deemed to mean and include its
successor-in-interest, liquidators and permitted assigns), being party of the One
Part;

AND

AL-ABBAS SUGAR MILLS LIMITED, a public limited company incorporated under

the laws of Pakistan having its registered office at Pardesi House, Survey no. 2/1.
R.Y. 16, Old Queens Road, Karachi (hereinafter referred to as the “AASML”, which
expression shall, unless apparent to be contrary from the context, include its
successors-in-interest, liquidators and permitted assigns), being party of the Other
Part.

(“NBP” and the “AASML” shall, wherever the context so requires, be individually
referred to as the “Party” and collectively as “Parties”)

WHEREAS:

A. AASML has approached NBP with a request to extend a running finance

facility to the extent of Rs. 300,000,000/- (Rupees Three Hundred Million
Only) to finance its working capital requirement or for any other business as
may be mutually agreed between the Parties;

B. AASML has also requested NBP to allow it to use a whole or part of the said
facility as Money Market Loan (“MML”) to the extent of Rs. 300,000,000/-
(Rupees Three Hundred Million Only) and/or as Export Refinance (“ERF”) to
the extent of Rs. 300,000,000/- (Rupees Three Hundred Million Only) and/or
as Foreign Exchange 25 (“FE-25”) for import/export financing upto of Rs.
290,000,000/- (Rupees Two Hundred Ninety Million Only) equivalent to USD
$ 4,296,296/- (US Dollars Four million two hundred and ninety six thousand
two hundred and ninety six Only) based on the date this agreement with
mutual agreement and prior written notice to NBP.

C. At the request and based on the representations of the AASML and strictly on
the terms and conditions of this Agreement, NBP has agreed to extend the
said facility to the extent of Rs. 300,000,000/- (Rupees Three Hundred Million
Only) to AASML and has also agreed to allow it to use the whole or part of the
said facility for the purposes as mentioned in B above;

NOW THIS AGREEMENT WITNESSETH and, notwithstanding any previous

understandings and exchange of communications between the Parties, it is hereby
agreed and declared as under:

1. DEFINITIONS

Unless the context requires otherwise, the following words and phrases shall
have the following meanings:

1.1.1 “Finance Facility” means this running finance facility or its sub
limits i.e. MML, ERF and FE-25;
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 1.1.2 “Authorized Representative” means:

a) in respect of NBP, any officer of NBP nominated by or on

behalf of NBP as an Authorized Representative;

b) in respect of AASML, any officer of AASML nominated by

or on behalf of AASML as an Authorized Representative
by notice to NBP.

1.1.3 “Base Rate” shall mean the average rate ‘Ask Side’ of the One
(1) month Karachi Inter Bank Offer Rate (‘KIBOR’) as published
on ‘Reuters’ page KIBR or as published by the Financial Market
Association of Pakistan as the case may be and the Base Rate
for the first quarter shall be the rate prevailing on the date of first
disbursement and for the remaining quarters the Base Rate will
be set on the basis of the rate prevailing on the last working day
of the preceding quarter for the mark up due at the end of each
quarter;

1.1.4 “Business Day(s)” mean a day on which commercial banks

are open to transact business with general public.

1.1.5 “Closing Date” shall mean the date on which, after all the
Conditions Precedents stand fulfilled or waived, NBP indicates
to AASML that AASML may start availing the facility as
envisaged in this Agreement;

1.1.6 “Events of Default” are such as are described in Article 11

below;

1.1.7 “Material Adverse Effect” in respect of AASML, means a

material adverse effect, in the sole reasonable opinion of NBP:

a) on the financial condition of AASML; orand

b) on the ability of AASML to perform its obligations under

this Agreement;

1.1.8 “Purchase Price” means the sum of Rs. 300,000,000/-

(Rupees Three Hundred Million only) being the price at which
NBP shall purchase the Assets as described in Schedule ‘1’
from AASML on the Closing Date;

1.1.9 “Marked-up Price” means the sum of Rs. 360,000,000/-

(Rupees Three Hundred Sixty Million Only) at which NBP shall
sell the Assets back to AASML on the Closing date, the amount
that shall be payable by AASML on or before Termination Date,
defined below, to NBP in the manner prescribed in this
Agreement or in any other manner as may be prescribed by
NBP to AASML in due course and that has been calculated by
applying a mark-up rate of 20% on the Purchase Price.

1.1.10 “Assets” mean the assets of AASML as described in Schedule

‘1’ that NBP may purchase and that AASML may sell to NBP
under the terms of this Agreement.

1.1.11 “Charged Assets” mean the assets as described in Schedule

‘2’ attached hereto that AASML has agreed to charge with NBP
in terms of Article 4 to secure its obligation to pay NBP any
amount that AASML may be liable to pay under this Agreement;

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 1.1.12 “Permitted Security Interest” means any lien on AASML’s
assets, which arises solely by operation of law or in the ordinary
course of business;

1.1.13 “Account” shall mean the account that AASML shall open and
maintain with NBP’s Corporate Branch, Chapel Plaza, Hasrat
Mohani Road, Karachi through which NBP shall extend to
AASML the facility envisaged under this Agreement;

1.1.14 “Offer Letter” shall mean NBP’s Letter dated April 28, 2008
under the terms whereof NBP has offered AASML to avail
finance facility/facilities (duly acknowledged copy of the same is
annexed herewith as Annexure ‘A’);

1.1.15 “Security Interest” means;

a) a mortgage, pledge, lien, charge, assignment by way of

security, hypothecation, secured interest, title retention
arrangement, trust arrangement or other arrangement
having the same or equivalent legal effect as a grant of
security; or

b) an agreement to create or give any arrangement referred

to in paragraph (a) of this definition;

1.2 General

In this Agreement, unless the context shall otherwise require:

a) a reference to any legislation or legislative provision includes any

statutory modification or re-enactment of, or legislative provision
substituted for, and any subordinate legislation under that legislative
provision;

b) the singular includes the plural and vice versa;

c) a reference to an individual or person includes a company, firm, trust,

authority or government and vice versa;

d) a reference to any gender includes all genders;

e) a reference to a recital, Article, Schedule or annex is to a recital,

Article, Schedule or annex of or to this Agreement;

f) a recital, schedule or annex forms part of this Agreement;

g) a reference to any agreement or document is to that agreement or

document (and, where applicable, any of its provisions) as amended,
novated, restated or replaced from time to time;

h) a reference to any party to this Agreement or any other document or

arrangement includes that party’s executors, administrators,
successors, permitted substitutes, permitted transferees and permitted
assigns;

i) where an expression is defined, another part of speech or grammatical

form of that expression has a corresponding meaning; and

j) a reference to a matter being “to the knowledge” of a person means

that the matter is to the best of the knowledge and belief of that person
after making reasonable inquiries in the circumstances.

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1.3 Headings

In this Agreement, headings are for convenience of reference only and do not
affect interpretation.

1.4 Business Day

If the day on which any act, matter or thing is to be done under or pursuant to
this Agreement is not a Business Day, that act, matter or thing shall be done
no later than the immediate succeeding Business Day.:

a) if it involves a payment other than a payment which is due on demand,

shall be done on the preceding Business Day; and

b) in all other cases, shall be done no later than the immediate

succeeding Business Day.

1.5. Utilization of Funds

The Parties agree that AASML may also utilize the whole or part of the
Purchase Price as:

a. MML up to the extent of Rs. 300,000,000/- (Rupees Three Hundred

Million Only) to finance the working capital needs of the AASML;

b. ERF up to the extent of Rs. 300,000,000/- (Rupees Three Hundred

Million Only) to finance the working capital needs of the AASML;

c. FE-25 up to the extent of Rs. 290,000,000/- (Rupees Two Hundred

Ninety Million Only) to meet the import and export related operating
capital requirement of AASML;

1.6 Termination Date

The Termination Date shall mean 30.04.2009 being the date on which this
Agreement shall stand terminated and all the amount that may be payable by
AASML to NBP on that day, or earlier if so demanded by NBP, shall become
payable to NBP. NBP shall have and AASML shall not have any right and
power to terminate this Agreement prior to the Termination Date such right to
be exercised in accordance with terms of this Agreement.

2. PURCHASE PRICE AND MARKED-UP PRICE

2.1 Purchase Price

The Parties agreed that NBP, on the Closing Date, shall purchase the Assets
from AASML at the Purchase Price in accordance with and subject to the
terms and conditions stated in this Agreement.

2.2 Marked-up Price

The Parties agreed that subsequent to the purchase of Assets as described in

2.1 above, NBP may shall sell the same to AASML and AASML shall
purchase the same at the Marked-up Price, the same to be paid by AASML to
NBP in accordance with this Agreement, or on demand or, in case no
demand is made, on the Termination Date.

2.3 Payment of the Marked-up Price by AASML

The Marked-up price or any portion thereof payable to NBP as above stated
shall be paid by AASML quarterly in arrears over the entire tenor and in the
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 manner set out below, in such installments and on such dates as are
prescribed in Schedule ‘3’ hereto attached. Each such installment shall be
paid in good and clear funds before 10:30 AM PST on the due date of
payment into the Account.

2.4 Payment of costs, charges, fees and expenses by AASML

Payment of costs, charges, fees and expenses payable by AASML to NBP

under this Agreement shall be made by AASML to NBP through the bank
account referred to in Article 2.3 above within ten (10) days after receipt of a
demand of NBP by AASML requiring such payment.

2.5 Mode and Source of Repayments

AASML shall make repayments to NBP through cash generated from AASML
operations or from its own sources and in the mode described in Schedule ‘3’
below.

2.6 Prompt Payment Bonus to AASML

It is agreed between the Parties, that if AASML succeeds in payingpays the

repayment installments as per or in accordance with Schedule 3 (Repayment
Schedule), then it shall, on paying each such installment, be entitled to a
bonus named as “Prompt Payment Bonus” equal to the difference between
the mark-up portion of the Marked-up Price calculated at mark-up rate of 20%
under this Agreement and the mark-up portion of Marked-up Price calculated
at the mark-up rate of Base Rate + 60 bps. For the purpose of this clause, an
installment Marked-up Price shall be deemed paid if the AASMLpays the
installment of the Marked-up Price minus Prompt Payment Bonus.

2.7 Variation in Schedule 3

In case, due to non-utilization of Purchase Price or any portion thereof by

AASML, and/or if at any time the Base Rate is discontinued and/or
considering the prevailing cost of funds for the money markets, it ceases to
be a commercially viable option for NBP, and/or Base Rate is discontinued
and is replaced with any other similar benchmark as determined by NBP in
accordance with the then prevailing market practice and/or the Purchase
Price or any part thereof is utilized as MML, ERF and FE-25, the Repayment
Schedule provided in Schedule 3 of this Agreement shall be accordingly ipso
facto stand amended with mutual consent and it shall be binding upon the
AASML to repay the entire amount outstanding towards NBP by it in
accordance with such amended Repayment Schedule.

3. DETERMINATIONS ADVERSELY AFFECTING THIS AGREEMENT

During the currency of this Agreement, in case this Agreement or any

provision thereof is finally held by any court, tribunal or authority to be
unenforceable or contrary to the injunctions of Islam or not conforming with
any of the Islamic modes of financing as prescribed by the State Bank of
Pakistan or any other competent authority, then the parties hereto, whilst
acknowledging that the terms and covenants herein contained have been
prepared in absolute good faith and in accordance with the information and
knowledge currently available, agree that:

a) upon such happening, they shall forthwith suitably substitute this

Agreement or such of its provisions as may have been declared
unenforceable or contrary to the injunctions of Islam or not being in
conformity with the Islamic modes of financing prescribed by the State
Bank of Pakistan or any other competent authority; and

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 b) that such substituted agreement or provisions shall be of such nature
and shall contain such terms so as not to relegate either party hereto
to a fiscally detrimental position than the one that they may be enjoying
under this Agreement provided that the new terms are in accordance
with the directions of the court or tribunal or authority concerned.
4. SECURITY AND OTHER DOCUMENTS

In consideration of NBP agreeing to extend Finance Facility and in order to

secure its obligations in respect of the same payable by AASML to NBP
under this Agreement and/or any other agreement or arrangement between
NBP and AASML, AASML shall:

a) create a ranking hypothecation charge over its plant and machinery (as
more particularly described in ‘Schedule 2’ attached hereto) to the
extent of Rs. 400,000,000/- (Rupees Four Hundred Million Only), which
shall be up-graded to first pari passu charge within 60 days from the
date of disbursement;

b) create such other securities and execute such other documents and
deeds from time to time as may be reasonably required by NBP for the
purpose of more fully perfecting the security created in favor of NBP in
terms of this Article 4.

5. AASML TO COMPLY WITH FORMALITIES

AASML undertakes to fulfill, at its own cost and expense, all legal and
procedural formalities for the creation of the charges and other securities
mentioned in Article 4 above, including, without limitation, due registration of
the charge documents in the offices of the Registrar of Companies of
Securities and Exchange Commission of Pakistan under the provisions of the
Companies Ordinance, 1984 or wherever else NBP may require AASML to
have such documents registered.

6. CONDITIONS PRECEDENT

6.1 Conditions Precedent for the disbursement of the finance amount

NBP shall not disburse the finance amount to AASML until each of the
following conditions has been met:

AASML has provided to NBP the following documents or the evidence that
the following acts having been taken:

i) that AASML has complied with Article 4 of this Agreement;

ii) a certified copy of its Board Resolution(s) confirming the Board’s

decision (a) to be bound by all the terms and conditions of this
Agreement, and (b) to create charge on AASML’s plant &
machinery as specified in Article 4 above;

iii) that the signatories of this Agreement and all security

documents specified in Article 4 above or any other document
executed in pursuance of this Agreement, on behalf of AASML,
were, at the time of signing, duly empowered to do so and also
to enter into the covenants and undertakings herein contained;

iv) that AASML has taken all the steps required to be taken under
this Agreement and has executed all documents that were
required to be executed under the terms of this Agreement, and
that each of these documents has been duly filed or registered
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 with wherever so required under any applicable laws or
regulations;

v) that nothing herein contained or AASML’s performance under

this Agreement shall conflict with any of the provisions of the
Memorandum and Articles of Association of AASML;

vi) NBP has received from AASML all fees and other expenses that
it may have incurred for having all the legal documents
prepared, having other related legal and other work done, or for
any of its own fees and charges that may be involved in
processing AASML’s application for the facility;

vii) NBP is satisfied that no Event of Default has occurred or is

continuing;

viii) NBP has received all such other documents as it may have
requested from AASML and AASML has met all the conditions
laid down by NBPreasonably;

ix) Neither party is aware of any law, directive, notification, order or

decree of any Provincial or Federal government, or the State
Bank of Pakistan or any Court in Pakistan, as the case may be,
that prevents or may prevent either party from legally performing
its obligations under this Agreement;

x) No event or circumstance has occurred or exists which is likely

to have a Material Adverse Effect on AASML.

6.2 NBP’s Discretion concerning Conditions Precedent

NBP shall be entitled to waive, postpone or alter the time or the manner of
fulfillment of any of the Conditions Precedent stated in Article 6.1 above and
AASML shall be bound by the conditions laid down in any such waiver,
postponement or alteration.

6.3 NBP not liable if Agreement does not come into Effect

NBP shall not be liable for any direct or indirect expenses, damages or losses
incurred by AASML resulting directly or indirectly from any delay in coming
into effect of the Agreement due to AASML not being able to satisfy NBP
thatfulfill all the Conditions Precedent as stated in Article 6.1 above have
been met.

7. PAYMENT OF FEES AND CHARGES

7.1 AASML to pay all Levies, Taxes and Expenses

AASML shall be liable, and shall continue to be liable during the currency of
this Agreement and even in case this Agreement does not come into effect
because of non-fulfillment of any of the Conditions Precedent as stated in
Article 6.1 above, to pay all taxes, duties and levies as may be required to be
paid on drafting, preparation, execution, perfection or registration of any
documents creating a charge on its assets in terms of this Agreement in
favour of NBP as may be required from time to time and in particular any
excise duty or any other tax or levy that may become payable by NBP from
time to time with regard to the amount advanced to or outstanding against the
AASML shall be born and paid by AASML except where such tax is leviable in
respect of the income of NBP.

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 In case NBP is required to pay the same or any parts or portions thereof,
AASML shall reimburse the same within seven (7) Business Days of receiving
a demand from NBP, as the case may be, against all losses, damages, costs
and expenses resulting from any actions or proceedings that may be taken for
the recovery thereof by any Government or other lawful authorities.

7.2 Demand when paid by AASML

Except where any shorter other period is specified for making of any payment
by AASML, all sums required to be paid by AASML under this Agreement
shall be paid by AASML within seven (7) Business Days after receiving a
demand from NBP requiring such payment.

8. PAYMENTS GENERALLY

8.1 Manner of Payment

AASML shall make all payments under this Agreement to NBP into the
Account and shall do so without any set-off or counterclaim and free and clear
of, and without any deduction or withholding for or on account of, any taxes,
duties, costs or expenses except where such taxes or duties are payable in
respect of the income of NBP.

8.2 Order of Application of Received Funds

Notwithstanding anything contained in this Agreement, all amounts received

by NBP from AASML shall be applied:

a) firstly, towards payment to NBP of amounts marked-up Price due to it

under Article 2; and;

b) secondly, towards payment to NBP of and amount under any other

provision of this Agreement.

8.3 NBP entitled to engage outside consultants

NBP shall have irrevocable right to engage outside consultant for appraising
and evaluating performance or any other aspect of AASML and the fees to
engage such consultant shall be born by AASML.

9. AASML’S REPRESENTATION AND WARRANTIES

9.1 Representations and Warranties

AASML hereby represents and warrants to NBP that:

a) it is a public limited company duly incorporated under the laws of

Islamic Republic of Pakistan and is not in liquidation;

b) it has full legal capacity and power:

i) to own its property and assets and carry on its business as it is

now conducting;

ii) to enter into, exercise its rights and perform its obligations under
this Agreement;

c) all conditions and things required by applicable laws to be fulfilled or

done in order to enable it lawfully to enter into, and exercise its rights
and perform its obligations under this Agreement have been fulfilled;
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 d) this Agreement constitutes its valid and legally binding obligations,
enforceable against it in accordance with its terms;

e) its Audited Balance Sheet and Profit and Loss Accounts as at June
30th, 2007 have been prepared in accordance with the applicable laws
and generally accepted accounting principles have consistently been
applied and give a true and fair view of its financial condition as of that
date and that there has been no change since that date having a
Material Adverse Effect on AASML;

f) neither its execution nor the exercise of its rights or performance of its
obligations under this Agreement:

i) contravenes any applicable law to which AASML or any of its

properties and businesses are subject;

ii) contravenes any undertaking or obligation to which either

AASML or any of its properties are subject;

iii) contravenes any provision of AASML’s Memorandum and

Articles of Association;

g) AASML has now, at the time of signing of this Agreement, disclosed to

NBP in writing any and all matters or facts that may affect NBP’s
decision to enter this Agreement including all or any other matter which
is likely to have a Material Adverse Effect on AASML, and in case
AASML has not disclosed any such matter or fact, NBP shall be fully
entitled to assume that there is no such matter or fact that may affect
its decision to enter this Agreement;

h) none of AASML’s assets are charged with any other bank, institution
or person except as has been earlier disclosed to NBP;

i) to the best of AASML’s knowledge, no extraordinary circumstances

and no change of law has occurred which would make it impossible for
it to carry on its business or fulfill its obligations under this Agreement.

9.2 Reliance on Representations and Warranties

AASML acknowledges that NBP has entered into this Agreement in reliance
upon each of the representations and warranties stated in Article 9.1 and the
same shall be taken to have been repeated by AASML on the Closing Date.

10. AASML’S COVENANTS

10.1 Positive Covenants

AASML undertakes and covenants with NBP that it shall:

a) deliver to NBP adequate number ofa copiesy of the audited annual

accounts and balance sheet of AASML at the closing of the preceding
financial year within one twenty days (120) days after the close of such
financial year and to deliver to NBP copies of half-yearly accounts within
60 days of the close of the relevant half-year. These financial statements
shall reflect the true and fair view of the financial position of AASML and
shall be drawn in conformity with generally accepted accounting principles
in Pakistan consistently applied;

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 b) provide to NBP with copies of all documents, reports, notices, circulars
and particulars which the AASML provides to its shareholders or to any
regulatory body;

c) promptly provide any information relating to its financial condition,

business assets and affairs as NBP may reasonably request;

d) keep proper records and books of account and provide to NBP or its
employees, agents or representatives necessary details relating to its
activities at all times;

e) pay or keep paid up all taxes, dues, rents, rates and charges of any
governmental or municipal authority or other competent authority;

f) give NBP prompt notice of any litigation, arbitration or administrative

proceedings affecting it or any of its property which, if adversely
determined, could have either separately or in aggregate a Material
Adverse Effect on it;

g) until all the amounts that may be payable by AASML to NBP under this
Agreement have been paid, AASML shall not, except with the written
consent of NBP, which consent not to be unreasonably withheld or
delayed, create or permit to exist any security interest over any of
Charged Assets in favour of any bank, institution or person;

h) execute all documents and do all acts and things as are stated in this
Agreement or as NBP may reasonably require in terms of this or any other
agreement between the Parties;

i) enter into any supplementary agreement(s) with NBP which shall be

deemed to be part of this Agreement, if at any time pursuant to the
Government/State Bank of Pakistan directives, any term or condition of
this Agreement is required to be altered or some new conditions are
required to be incorporated;

j) furnish properly to NBP such information as it may from time to time

reasonably request including but not limited to no default report from State
Bank of Pakistan’s Credit Information Bureau;

k) make prompt payment of all amount due to NBP whenever the same shall
have become due for payment under this Agreement;

l) conduct and manage its business and affairs with diligence and efficiency
in accordance with sound financial and business practices and with the
assistance of qualified personnel;

m) maintain its existence and right to carry on business and take all steps
necessary to maintain and renew its lease/hire agreements, other
contracts, rights, powers, privileges, concessions, licenses and franchises
which are necessary or materially useful for the conduct of its business
and maintain its books of accounts and other records adequately to reflect
truly and fairly its financial position and the results of its respective
operations in conformity with generally accepted accounting principles
consistently applied;

n) comply with the Prudential Regulations of the State Bank of Pakistan and
all other applicable laws and regulations to the extent that such
compliance is in the control of the AASML;

o) immediately inform NBP if there is any event having a Material Adverse

Effect on AASML and to take all steps to rectify such Material Adverse
Effect;
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 p) immediately inform NBP of the occurrence of any Event of Default;

q) use the Finance Facility solely for the purposes mutually agreed with NBP;

r) pay on demand to NBP any amount under this Agreement;

s) adequately insure the assets as charged under this agreement from a well
reputed insurance company and notify the NBP’s interest to such
insurance company;

t) bear all such penalties and/or liquidated damages as may be imposed on

NBP by State Bank of Pakistan on its account(s).

10.2 Negative Covenants

Until the entire amount payable by AASML to NBP under this Agreement shall
have been paid in full to the satisfaction of NBP, AASML shall not, except with
NBP’s prior written consent (the consent that not to be unreasonably withheld
or delayed by NBP):

a) sell, transfer, assign or otherwise dispose of any of the Charged

Assets except in the ordinary course of business or undertake or
permit any merger, consolidation, dismantling or re-organization or
commence any formalities for its voluntary liquidation or winding up;

b) create any further charge, interest, lien, right or any encumbrances of

any nature whatsoever on the Charged Assets, in favour of any bank,
financial institution, modaraba, company or other person or concern
whatsoever;

c) change its (i) Memorandum and Articles of Association, (ii) fiscal year,
(iii) the nature of its business as stated in Memorandum and Articles of
Association, (iv) board of directors, (v) top management;

d) take any action which is likely to have a Material Adverse Effect on

AASML;

e) declare any such dividend declaration and payment whereof will result in
a violation of any of the financial covenants contained in this
Agreement or in any agreements to which AASML is a party;

f) transfer the Finance Facility to any associate company or undertaking

whether by way of loan, investment, or discount or by any other mode
whatsoever;

g) invest whether directly or indirectly in any property, project or undertaking,

not being that of AASML except only in case where it has sufficient
funds for such investment and such investment does not constitute a
Material Adverse Effect;

11. EVENTS OF DEFAULT

11.1 Events of Default

Each of the following events shall constitute an Event of Default:

a) failure of AASML to pay on the date on which any amount may

become payable to NBP under this Agreement;

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 b) default by AASML in performance of any of its commitments,
obligations and/or covenants under this Agreement;

c) any statement, representation or warranty made or repeated by

AASML in or pursuant to this Agreement is or proves to have been
incorrect or misleading in any material respect, or any statement,
representation or warranty made or repeated by AASML in any notice,
certificate or statement referred to or delivered under this Agreement is
or proves to have been incorrect or misleading in any material respect,
or any such statement, representation or warranty becomes incorrect
in any material respect at any time;

d) AASML’s liquidation, bankruptcy, cessation of business activities or

cessation of the payment of debts of AASML, or any other legal or
factual situation, including judicial or amicable settlement of debts, that
has a Material Adverse Effect on AASML;

e) attachment or assignment or transfer of or delivery to or takeover of

any substantial part of AASML’s property or assets by any receiver,
encumbrancer, assignee, or any other person or body whether
appointed by AASML or a Court or the government under any law or
regulation;

f) making of any order or passing of a resolution for the winding up of

AASML or if AASML is merged or amalgamated with another company
or corporation or is reconstituted;

g) any transformation of the form, nature or corporate objects of AASML

that has a Material Adverse Effect on AASML;

h) governmental measure or decision, whether general moratorium or

individual decision that has a Material Adverse Effect upon AASML;

i) the taking of any step by AASML for the purpose of entering into a
compromise or arrangement with any of its members, or creditors
generally or any class of them;

j) the security furnished by AASML to NBP under Article 4 deteriorates in

value to such extent that it is no longer sufficient for the purpose for
which the same was furnished, this fact always to be determined in
view of the outstanding amount;

k) any security document executed or furnished by AASML under Article

4 for any reason whatsoever ceases to be in full force and effect or is
declared to be void or is repudiated;

l) the occurrence of any event whatsoever which may have a Material

Adverse Effect on AASML;

m) the occurrence of any of the following:

i) any amount whatsoever becomes due and payable or becomes

capable of being declared due and payable in respect of any
financial indebtedness of AASML before the stated maturity of
that financial indebtedness;

ii) any facility or obligation granted or owed by any person to

AASML to provide or underwrite financial accommodation, or to
acquire or assume any risk in respect of any financial
indebtedness, is prematurely terminated;

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 iii) AASML’s defaults on any of its payment obligations in respect of
any financial indebtedness (having regard to any applicable
grace period);

iv) any bond, debenture, note, certificate, redeemable securities or

similar instrument if any issued by AASML is required to be
redeemed prior to its stated maturity;

v) no Event of Default will occur under this clause (m) if the

amount of the financial indebtedness falling within paragraph (i)
to (iv) above is less than Rs. 100,000,000.

n) if all or any material provision of this Agreement:

i) do not have effect or cease to have effect in accordance with its
terms; or

ii) are or become void, voidable, illegal or unenforceable;

o) if AASML fails to execute such further agreements or instruments as

NBP may reasonably require from time to time.

11.2 Nature of Events of Default

Each Event of Default is several and independent from other Events of

Default and one Event of Default shall not be limited by reference to another
Event of Default.

11.3 Consequences of an Event of Default

NBP may without prejudice to any of its other rights, declare by notice in
writing to the AASML at any time after the occurrence of an Event of Default
which has not been rectified within a period of 30 days of receipt of a notice
from NBP:

(a) That any facility or facilities that may have been extended to AASML
by NBP under this Agreement stand terminated forthwith and that all
the amounts that may be outstanding by AASML towards NBP under
this Agreement (whether or not as yet due for payment) stand due and
payable by AASML, and all other amounts, whenever payable under
this Agreement, shall stand forthwith due and payable by AASML and
shall be paid by AASML to NBP within seven (7) Business Days of the
receipt by AASML of the said notice issued by NBP without the need to
obtain a judgment or completion of any other formality.

PROVIDED FURTHER THAT in no event will any delay on the part of

NBP in the exercise of its right to cancel the finance facilities that it
may have extended to AASML under this Agreement and to require
immediate payment of all the amounts that may be payable by AASML
under this Agreement to NBP, may be interpreted as a waiver of NBP’s
right to do so except as provided in this Agreement.

(b) In case AASML fails to comply with the notice served by NBP in terms
of (a) above, NBP shall at its discretion:

(i) forthwith enforce and realize the securities provided under

Article 4 hereof and/or

(ii) file suits for the recovery of the outstanding amounts due to
NBP, including, without limitation, for the appointment of
receivers and prompt attachment of all other moveable and/or
immovable properties of AASML; and/or

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 (iii) in case all the above fail to satisfy the claim, apply for sale of all
the properties and assets of AASML; and/or

(iv) in case all the above fails to satisfy the claim, file suits for the
recovery of the total outstanding amounts and/or for any
shortfall after the sale or realization of all the securities, as the
case may be.

(c) The net amount realized by sale of any security or securities after
deduction of reasonable expenses on sale, disposal or realization ,
including, without limitation, reasonable commissions, fees, and fees
shall be utilized towards settlement of any amount still outstanding
from AASML towards NBP. If the net sale proceeds be insufficient,
AASML shall continue to be liable to NBP for the deficit. However, if
the net sale proceeds exceed AASML’s liability towards NBP, the
balance shall be refunded to AASML.

12. LIQUIDATED DAMAGES IN CASE OF RECOVERY BY LEGAL

PROCEEDINGS

Where any amount not paid by AASML has to be recovered by litigation,

AASML shall become liable to pay to NBP by way of liquidated damages (and
not by way of penalty or interest) an additional amount calculated at the rate
of 20% per annum of the amount not paid to NBP from the due date to the
date of recovery, together with reasonable costs and expenses incurred by
NBP in effecting recovery from AASML.

13. TERMINATION OF AASML's OBLIGATIONS

If and when the entire amount that may be payable by AASML to NBP under
this Agreement shall have been paid to and received by NBP under this
Agreement, this Agreement and all obligations of AASML hereunder shall
stand terminated.

14. NOTICES

14.1 Method of Giving Notices

A notice, consent, approval or other communication (each a "Notice") under

this Agreement shall be in writing, signed by or on behalf of the person giving
it, addressed to the person to whom it is to be given and;

(a) delivered by messenger or Courier; or

(b) sent by pre-paid mail; or

(c) transmitted by facsimile, to that person's address.

14.2 Time of Receipt

A Notice given to a person in accordance with this Article is treated as having

been given and received:

(a) if delivered, on the day of delivery if delivered before 3:00 PM on a

business day, otherwise on the next business day;

(b) if sent by mail on the 3 rd day after the letter containing the Notice, duly
stamped, is posted;

(c) if transmitted by facsimile and the transmission report states that it was

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 sent in full and without error, on the day of transmission if that report
states that the transmission was completed before 3:00 PM on a
business day, otherwise on the next business day.

14.3 Address for Notices

For the purposes of this Article, a party (the "sender") may take the address
and facsimile number of another party (the "recipient") to be:

(a) the address and number set out in Schedule ‘4’; or

(b) where the recipient notifies the sender of another address or number,
the last address or number so notified to it.

15. GENERAL

15.1 NBP’s Statement Conclusive

A statement signed on behalf of NBP by any of its Authorized

Representative(s), as to any matter under this Agreement or any amount due
(including, without limitation, the amounts owed by AASML) on any date
specified in the statement shall be conclusive against all other parties to this
Agreement in the absence of manifest error.

15.2 Benefit of Agreement

a) This Agreement shall be binding upon and inure to the benefit of each
party’s successor.

b) AASML shall not be entitled to assign or transfer all or any of its rights,
benefits and obligations hereunder, though NBP may do so after
intimating AASML about it;

c) NBP may disclose to any actual or potential assignee or to any person

who may enter into contractual relations with NBP in relation to this
Agreement such information about AASML as NBP shall consider
appropriate.

15.3 Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of NBP of any
right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy prevent any further or other
exercise thereof or the exercise of any other right or remedy. The rights and
remedies herein provided are cumulative and not exclusive of any rights or
remedies provided by law.

15.4 Entire Agreement

This Agreement represents the entire agreement and understanding between

parties in relation to the subject matter hereof and shall supersede all
previous agreements and/or understandings between the parties in relation
thereto.

15.5 Amendments

No amendment, modification or waiver in respect of this Agreement will be

effective unless in writing (such writing to include a facsimile transmission)
and executed by each of the parties.
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15.6 Further Documents

AASML agree to execute and deliver all such other and additional instruments
and documents and to do such other acts and things as may be necessary to
more fully effectuate this Agreement, to give effect to the true intent of the
parties and for the purposes of perfecting any security given or held for the
purposes hereof.

15.7 Indemnification

AASML shall indemnify and hold NBP harmless from, against and in respect
of any losses, costs, liabilities, or damages resulting from any
misrepresentation, omission, breach of warranty that AASML may have given
in or under this Agreement, and also against any suit, action, proceeding or
demand brought by any third party, including any governmental authority, in
connection with this Agreement.

16. GOVERNING LAW AND JURISDICTION

16.1 This Agreement and all related documents or agreements shall be governed
by the laws of the Islamic Republic of Pakistan.

16.2 The Courts at Karachi shall have non-exclusive jurisdiction to hear any
dispute and matter relating to or arising out of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement on the day,
month and year first above written.

FOR AND ON BEHALF OF

AL-ABBAS SUGAR MILLS LIMITED

Signature: __________________________

Name: __________________________

NIC No: __________________________

FOR AND ON BEHALF OF

NATIONAL BANK OF PAKISTAN

Signature: _______________________

Name: _______________________

NIC No: _______________________

The Parties in the presence of following witnesses have executed this Agreement:

1. Signature: _________________________

Name: _________________________

NIC No.: _________________________

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2. Signature: _________________________

Name: _________________________

NIC No.: _________________________

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 SCHEDULE ‘1’

Assets

AASML’s stocks and other current assets

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 SCHEDULE ‘2’

Charged Assets

Entire Plant & Machinery of AASML wherever situated

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 SCHEDULE ‘3’

Repayment Schedule

S No. Date Installment Purchase Price Mark-up price

outstanding
360,000,000.00
1 30th June, 10,027,397.26 349,972,602.74
2008
2 30th Sept, 15,123,287.67 334,849,315.07
2008
3 31st Dec, 15,123,287.67 319,726,027.4
2008
4 30th Mar, 14,794,520.54 304,931,506.84
2009
5 30th April, 304,931,506.84 300,000,000.00 0.00
2009
360,000,000.00

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 SCHEDULE ‘4’

Addresses and Numbers for Notices

FOR AL-ABBAS SUGAR MILLS LIMITED

Attention:

Address:

Telephone:

Facsimile:

FOR NATIONAL BANK OF PAKISTAN

Attention: Chief Manager

Address: Corporate Branch, Chapel

Plaza, Hasrat Mohani Road,
Karachi

Telephone: 9217108

Facsimile: 9217113

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 ANNEXURE ‘A’

Offer Letter

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