DEED OF AGREEMENT

This Deed of Agreement (the “AGREEMENT”) is made on this

the ...................th day of .................., Two Thousand Ten the Christian era.

BETWEEN

Developer Company, a private Limited company incorporated under the

Companies Act-1994, Registration No. ............................................
having its registered office at Road #.........., House #............,
................................................ Dist.-Dhaka, represented by its
Managing Director, ....................................., S/o
....................................................., hereinafter referred to as the
“FIRST PARTY”, “DEVELOPER” (which expression, unless excluded by or
repugnant to the context shall mean and include its successors in-interest,
assignees, administrators, executors and representatives) of the ONE PART.

FIRST PARTY/ DEVELOPER

AND

Mr.……………………………………………… S/O ………………………………………..

having Permanent address: Vill- …………………, Post- ……………, P.S.-
………..., Dist- ……….; and Present address:
……………………………………………….., Post- …………………, P.S.- ……………….,
Profession: …………. by Nationality: Bangladeshi (by birth), National
Identification No.- ……………………….., by Faith: ………………; (hereinafter
referred to as the “LAND OWNER” (which expression, unless excluded by
or repugnant to the context, or shall mean and include their heirs, executors,
legal representatives, administrators and assignees) of the OTHER PART.

SECOND PARTY/ LAND OWNER

IN THE NAME OF ALLAH, THE MERCIFUL, This Deed Of Agreement is recited

to the effect that:
......................................................................................................
.....................................................................

WHEREAS the LAND OWNER are in peaceful, exclusive and uninterrupted

possession of total land measuring ...........
(.......................................................) katha or .............................
ajutansha, more particularly described in the Schedule-A below;
(hereinafter referred to as the “Schedule-A land”) at Road # ……., Plot #
……, Block – ........., in
.............................................................................................., have
been paying rent, taxes and all other charges and thus became Sixteen
Annas Owners in exclusive possession and enjoyment of the property
bearing good patent and marketable title to convey and transfer the same.

AND WHEREAS it is also expressly declared by the LAND OWNER that the
Schedule-A property is free from all encumbrances and before they enter
into any agreement with the DEVELOPER relating to the Schedule-A land,
they will do all necessaries to free the same from all encumbrances or claims
even if they entered into any agreement with any person, group, company or
Govt. Agency regarding selling, lending, mortgage loan, Joint Venture
Page 1 of 14
Development deals, partition suits, any petitions on ownership/ partitions/
legal heirs ships etc.

AND WHEREAS the LAND OWNER are desirous to develop the Schedule-A
land and build an Apartment Complex thereon from Ground floor to .......th
floor depending on the approvals from Raj-uk and other concerned
Authorities under FAR Rule on “Joint Venture Development”. In this
connection the LAND OWNER engaged the DEVELOPER for above
construction and under the circumstances, both the parties jointly decided to
evolve a scheme under which the LAND OWNER have proposed to provide
the Schedule-A land and the DEVELOPER has agreed to mobilize fund from
their own resources and /or taking advance from the prospective purchasers
and for having necessary soil test and spot survey of demised land,
preparing the drawings and designs, specifications and estimates of the
project according to the approved plan by RAJ-UK and/or relevant Approving
Authority as shall be legally required to be done for attaining excellence and
complete with materials and equipments of high standard quality, sound
workmanship, architectural expertise to construct and finish a .......
(.................) Storied Residential apartment building with modern amenities
and finishing and other facilities more particularly described in the
Schedule-B below, (hereinafter referred to as the “PROJECT”). In this
regard the LAND OWNER have also accepted the preliminary proposal of the
DEVELOPER for “Joint Venture Development” of the PROJECT according to
the Annexure-A below.

AND WHEREAS in consideration of the covenants and agreement to be kept

and performed by the DEVELOPER, for the faithful performance of this
AGREEMENT and for completion of the works on “Joint Venture
Development” embraced therein according to the specifications (as
mentioned in the Annexure-A below) and conditions herein contained and
refereed to or agreed to in course of subsequent negotiations and in
accordance with the conditions of this AGREEMENT, the DEVELOPER shall
furnish and execute under this AGREEMENT. The DEVELOPER’S price
stipulated in the DEVELOPER’S offer or such other sums as may be payable
in accordance with such conditions of this AGREEMENT etc. and at rates
offered against the “Joint Venture” work and agreed to and accepted by the
parties as one instrument at the time and in the manner prescribed by the
conditions of this AGREEMENT.

AND WHEREAS the LAND OWNER, in consideration of the Schedule-A land,

will get the completed and habitable apartments. Out of total apartments,
the LAND OWNER and the DEVELOPER will get the ownerships of the total
apartment spaces on the basis of .........% (.................... Percent) and
.........% (..................... Percent) respectively and the car parking space
in the Ground Floor will also be shared between LAND OWNER and
DEVELOPER in the same ratio as of apartments. . Common space shall be
shared equally by both the parties and all the parties including their Heirs,
Purchasers, Lessee etc. shall enjoy the same rights to unhindered use of the
same.

NOW THEREFORE, THE PARTIES HERETO MUTUALLY AGREE TO UNDERTAKE

THE VENTURE UPON THE FOLLOWING TERMS AND CONDITIONS:

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TERMS OF SHARING OF LAND/ SPACES & PAYMENTS OF CASH
INCENTIVES:

a) That the LAND OWNER will have a share of total construction spaces
including Common spaces of the Building from Ground floor to Top
floor including Roof top of the entire building at a rate of ..........%
(...................... Percent) from the total Built-up area with .........%
Car Parking spaces and ..........% of undivided and undemarcated
portion from total quantum of land in question.

b) The Developer will also have a share of total construction spaces

including Common spaces of the Building from Ground floor to Top
floor including Roof top of the entire building at a rate of ..........%
(....................... Percent) from the total Built-up area with ............%
Car Parking spaces and ...........% of undivided and undemarcated
portion from total quantum of land in question.

c) Share distribution among the parties will be made on mutual

understanding & be equally distributed among the apartment floors
and facings.

d) In case of any fractional area both the parties will decide on the market
price of such area and decide upon payments terms & modes of the
same or adjusting from the payables.

e) That a sum of Tk ...................................../-

(Taka ........................................................ Only) will be paid to
Land Owner as Cash Premium by the Developing Company in favor of
the Land Owner, which is non-refundable. The said Cash Premium
mentioned above will be paid according to the following schedule:

• Tk ......................................./-
(Taka .................................................. Only)
will be paid during Signing & Registration of this
Deed of Agreement & Irrevocable General Power of
Attorney.
• Tk ......................................./-
(Taka .................................................. Only)
will be paid during hand over of vacant possession of
scheduled land free from all encumbrances in favor
of the Developer after receiving approved plan from
RAJ-UK including upto date paid up copies of all
Utility Bills, Khajna, and Taxes etc.
f) If for any reason the ownership, possession, succession, demarcation,
title ship etc. of the said land is found to be
disputed/corrupted/manipulated/under decree of injunction from the
court of law or, if the RAJ-UK or any other related Govt. Authority does
not approve the project as mentioned, for any of the reasons,
mentioned hereto, the Developer Company will be compelled to
abandon the said project, upon which, the Land Owner will have to
repay the amounts paid by the Developer Company as Non-
Refundable Cash Incentive as above, within 30 (thirty) days from the
date of such dispute in favor of the Developer Company.

Page 3 of 14
01. THE SCHEME:

LAND OWNER shall allow the DEVELOPER to construct a modern..........

(.......................) Storied Residential apartment building on the same land
under the scheme whereby the LAND OWNER will provide the land and the
DEVELOPER shall construct the......... (.........................) storied Building
thereon by way of newly designed construction works of the proposed
building from Ground floor to ...........th floor as described in Schedule-B at
their own cost and responsibility as per plan/ design to be prepared by the
DEVELOPER in consultation with the LAND OWNER. In case of this
construction both the parties will abide by all existing rules, regulations,
policies, ordinances etc. (related with the building code and construction) of
RAJ-UK and relevant Environment Authorities i.e. DESCO, WASA, and TITAS
Gas and other related agencies of the Govt.

Both the parties shall share the building so constructed on the Scheduled-A
land subsequently and the ownership shall vest on both the parties in the
manner more particularly described in the Scheduled-C & Scheduled-D.
The DEVELOPER may retain or sell all apartment spaces of his share
described in Schedule-C and shall not enjoy any rights or access to the
portion now falling to LAND OWNER’S part described in Schedule-D as regard
selling, mortgaging or making any agreement to any third Party.

02. PLAN/ DESIGN PREPARATIONS AND APPROVAL:

That the developer shall construct the scheduled PROJECT according to the
approved plans from RAJDHANI UNNAYAN KARTIPAKKHA (hereinafter referred
to as “RAJ-UK”) as per the existing (FAR) rule.

That the Structural, Electrical and Architectural design of the building will be
done by qualified and well-experienced professional Civil Engineer, Electrical
Engineer and Architect Engineers. The DEVELOPER will make designs and
plans of the same with the qualified and experienced engineer and
personnel.

That the design of the building shall be jointly approved after mutual
discussions between the DEVELOPER and the LAND OWNER and such design
shall not be changed without reciprocal consent of both parties.

That the LAND OWNER will only sign and execute necessary application and
undertaking prepared by the DEVELOPER for seeking approval of the
design/plan of the building and for permission from RAJ-UK to transfer
proportionate undivided and un-demarcated land mentioned in Schedule-C
to the prospective purchaser of the apartments. The DEVELOPER shall bear
the necessary cost for approval of any revision of plans from RAJ-UK. The
LAND OWNER shall extend all necessary help except any financial assistance
to the DEVELOPER for approval of the plan from RAJ-UK.

03. TITLE DEED VERIFICATION:

That the LAND OWNER will hand over the photocopies of Title Deeds and all
other documents including Sale deed, Baiya deed, Allotment Letter,
Possession Letter, Mutation Letter, Duplicate Carbon Receipt, relevant
Khatian Parcha’s, Tax Payment Receipt etc. related with the Scheduled-A
land in favor of the DEVELOPER at least 20 days before the time of signing
this AGREEMENT for their verification and at any time thereafter during the
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tenure of this AGREEMENT as may be requested by the DEVELOPER. The
LAND OWNER also pledges not to sign any Agreement with any other person
or body whatsoever in relation to the Scheduled-A property during the tenure
of this AGREEMENT without the prior written consent of the DEVELOPER.

The Land Owner also declares that the said land is not mortgaged to any
Bank or Financial Institute or there are no conflicts of Ownership, Possession,
Title ship, Successions and claims of any others third party including Baina
regarding this Schedule –A land.

04. POWER OF ATTORNEY:

That the LAND OWNER will execute a registered IRREVOCABLE GENERAL

POWER OF ATTORNEY in favor of the DEVELOPER empowering the later
generally to perform and execute, in their names and on their behalf, all acts
and deeds as follows:

(a) To construct the proposed ......... (................................) storied

apartment building,

(b) To obtain all necessary approvals and permissions from DESCO,

PWD, TITAS Gas, WASA, RAJ-UK and other concerned authorities for
such construction of the building,

(c) To enter into agreements for sale/ transfer with prospective

Purchaser of the DEVELOPER'S portion (more particularly described
in Schedule-C) along with proportionate undivided and un-
demarcated land,

(d) To enter into Deed of Transfer with individual or joint purchasers for
portion (more particularly described in Schedule-C) and
proportionate undivided and un-demarcated land,

(e) For permission from RAJ-UK to transfer apartments spaces with rest
car parking space along with the undivided and un-demarcated
proportionate land. No share holder of this undivided and un-
demarcated property is allowed to further construct, change or
demolish, his portion of share or part thereof which may affect the
right of other share holders of this property (undivided and un-
demarcated).

(f) To avail loan facility for or on behalf of the intending purchasers of

the apartment spaces or for the purpose of developing the
Schedule-A land and the DEVELOPER can also avail such loan from
any bank or non-banking financial institution by providing the
Schedule-C land or any portion of it as collateral of such loan
facility.

(g) That both parties shall abide by all kinds of rules, regulations,
ordinances etc. of RAJ-UK, Relevant Environment Authorities – PDB,
WASA, DESCO TITAS Gas and other related agencies of the Govt.

(h) To perform any other works in favour of the LAND OWNER

mentioned in the IRREVOCABLE GENERAL POWER OF ATTORNEY.

05. DISTRIBUTION OF PROPORTIONATE SHARE:

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That the FIRST PARTY /DEVELOPER shall get ...........%
(............................... percent) share of Apartment spaces and ............
% (....................................... percent) share of car parking spaces fully
described in Schedule ‘C’ hereto with proportionate share of Schedule ‘A’
Land against its invest6ments, services and works of the construction of
proposed multi-storied building subject to approval of RAJ-UK under
prevailing rule with liberty to enjoy, use, utilize, sell, transfer, mortgage or
dispose of the same.

That the SECOND PARTY /LAND OWNER shall get ..........%

(.................................. percent) share of Apartment spaces fully
described in Schedule ‘D’ complete in accordance with company’s standard
specifications as mentioned in Annexure – “A” and ..........%
(..................................... percent) share of car parking spaces on the
parking floor/s against their investments, services and works of the
construction of proposed multi-storied building subject to approval of RAJ-UK
under prevailing rule with liberty to enjoy, use, utilize, sell, transfer, or
dispose of the same.

06.SITE DELIVERY:

That the LAND OWNER will deliver the vacant possession of the site to the
DEVELOPER within 2 months from the date of receiving approved plans from
Raj-uk. The DEVELOPER shall be directly responsible to perform and
discharge their obligations mentioned in this AGREEMENT. The LAND OWNER
are under obligation to clear all the outstanding bills, taxes, Bank loan(s) and
liabilities if any before delivering the vacant land to the DEVELOPER. Bills
and fees of DESCO, PWD, TITAS Gas, WASA, RAJ-UK, CITY CORPORATION, etc.
required during construction period will be borne by the DEVELOPER until the
handover of the PROJECT.

07. THE CONSTRUCTION:

That the DEVELOPER shall renovate and construct a ...........

(........................................) storied Residential apartment building
(Subject to approval of RAJ-UK & other Authorities under FAR Rule) bearing
floors from Ground to .........th floor including Car Parking space at their own
responsibility, costs and expenses on account of labors, materials,
equipment, fixtures, fittings, utilities and the amenities/ facilities required as
per approved design. For which, sizes and numbers of Apartments Spaces
may vary by a reasonable ratio during the course of design finalization and
physical construction due to actual land measurement and structural design
requirements. However, the height of the construction at the Schedule – C &
D projects will be decided and finalized mutually by both the parties keeping
in mind the provisions and restrictions of conditions under FAR Rule against
the size of Land and Road width attached to these plots.

08. LOAN AGAINST APARTMENT(S) PURCHASED FROM DEVELOPER

That in case the DEVELOPER and the buyer(s) desires to seek loan from any
financial institution or agency to let the intending buyers (Third party) to
avail loans to purchase/lease any particular apartment(s) owned by the
DEVELOPER against his share of apartment areas more specifically described
in Schedule – C’, may mortgage for which the LAND OWNER will have no
objection. The term of mortgage will be determined by the DEVELOPER
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and /or the purchaser(s) concerned and the loan-giving agency. No term
which may affect the right of shareholder of the property (undivided and un-
demarcated) or cause any damage or change in the structure will be
allowed. However, the LAND OWNER will not bear any responsibility or any
accountability to the bank or financial institution or any third party for which
DEVELOPER or the potential buyer(s) of the apartment(s) may take loan
against mortgaging the particular apartment(s) or of the portions (more
particularly described in Schedule-C) now falling to the DEVELOPER.

09. AGREEMENT BETWEEN DEVELOPER AND APARTMENT

PURCHASERS:

That it shall be the exclusive responsibility and obligation of the DEVELOPER,

subject to their exclusive rights of physical possession of the concerned
........... %(................................ percent) share of spaces of the PROJECT
to handover or deliver physical possession of the entitled and demarcated
.......... % share of apartment spaces (more particularly described in
Schedule-C) in favor of the prospective purchasers or to their duly authorized
representative(s) as soon as its construction and ancillary works are fully
effectual and conclusively competed by the DEVELOPER.

That upon agreement with the prospective purchasers of the Schedule-C

apartment spaces of the DEVELOPER, there shall be an agreement between
the DEVELOPER and each of the purchasers by individual Deeds of
Agreement mutually agreed earlier by the prospective purchasers and the
DEVELOPER and such agreement between the DEVELOPER and the
prospective purchasers of the respective apartments will be as per practice
prevailed in the area.

10. TRANSFER DEED EXECUTION:

That every one of the prospective purchaser shall become the exclusive
owner of the spaces in concern and the share of the indivisible land
purchased by him/her along with rights to possess, enjoy, transfer and be
succeeded to in conformity equally with the rights of the other apartment
space owners of the PROJECT within the framework of the terms and
conditions of special covenants to be determined by the DEVELOPER, LAND
OWNER and / or the prospective purchaser. That the LAND OWNER or their
constituted lawful attorney shall be responsible to execute the Deed of
Transfer of the undivided and un-demarcated land of the Schedule-C
property in favor of any individual or joint purchasers separately and shall
present the said Deeds of Transfer before authority for registration as and
when required by the DEVELOPER. The registration fee, transfer fee, stamp
duty, gain tax, VAT, Income Tax clearance, RAJ-UK clearance and EWPL
clearance, and other expenses may be required in connection with the Deeds
of Transfer execution and registration shall be borne by the respective
purchasers of apartments of the shares of the Developer’s Entitlements. The
LAND OWNER will not bear any such cost whatsoever. The DEVELOPER shall
get the sale proceeds of the apartments as mentioned in Schedule-C.
However, other than the aforesaid condition the LAND OWNER will not bear
any responsibility or any accountability in any form either to prospective
buyer of the apartments from the DEVELOPER or the DEVELOPER itself on
any dispute that may arise while executing transfer deed.

11. PERMISSION, CLEARANCE AND APPROVAL:

Page 7 of 14
That the DEVELOPER shall arrange/ procure all necessary permission,
clearance and approval from the concerned Govt., Semi Govt, statutory
bodies & corporation (RAJ-UK, PWD,DESCO, TITAS Gas) as may be required
for plan/ design approval to complete the construction of the building. The
Developer will also pay on behalf of the LAND OWNER to borne/ pay the cost
of connection and of the loads of these Utility facilities to the Govt. for their
respective shares to enjoy un-hindered supply of services in their names.

12. CHARGES DURING AND AFTER CONSTRUCTION:

That all taxes, utility bills and charges of the Govt. and Non-Govt
organizations like City Corporation, WASA, PWD, DESCO, TITASGAS, Land
Revenue Department, RAJ-UK and other concerned authorities will be borne
by the DEVELOPER for their entitled portion of land (described in Schedule-C)
from the date of handover of possession of the vacant land (Schedule-A) by
the LAND OWNER to the date of handover of possession of all the
apartments by the DEVELOPER i.e. the construction period. After the
handover of the PROJECT all above utility bills and charges including bill of
common space for the Schedule-C land will be paid by every individual
apartment owner after getting possession of their apartments. That the
LAND OWNER will extend all necessary helps to the DEVELOPER regarding
permission, clearance and approval from the RAJ-UK.

13. CONSTRSUCTION PERIODS AND DELAY:

That the DEVELOPER shall complete the construction work of the PROJECT
and hand over the apartments described in Schedule-D to the LAND OWNER
and remaining apartments described in Schedule-C to the prospective
purchasers in habitable condition as per terms and conditions of this
AGREEMENT at a time within .............. months from the date of receiving
the Schedule-A land in a vacant/ workable condition from the LAND OWNER
plus a grace period of ........ (.................) months i.e total ................
months. That the DEVELOPER may also hand over flat spaces to his
potential buyers simultaneously to the LAND OWNER. The DEVELOPER shall
maintain the time schedule for the construction work. After the expiry of
.................. months time i.e. the construction time, if the DEVELOPER fails
to hand over the Schedule-D apartments to the LAND OWNER, The
DEVELOPER company will be liable according to the following terms::

(a) After expiry of grace period if the DEVELOPER fails to handover the
flats to the LAND OWNER; a rental compensation @
Tk. ............................ /- Per Month against Schedule – A Land
shall be paid to the LAND OWNER till the start of final handover of
Land Owners share of areas at the said projects.

(b) If any delay is occurred due to the reasons or situations cover by

the Force Majure clause of this AGREEMENT, the construction time
may be extended as agreed upon by both the parties without
paying any compensation by the DEVELOPER.

14. COMPLETIONS, JOINT INSPECTION, HANDING OVER AND

RECTIFICATION:

That after completion of construction of the building the DEVELOPER shall

invite the LAND OWNER or their authorized person(s) in writing for a joint

Page 8 of 14
inspection on mutually convenient date(s). Then during joint inspection if
there is any defect of the construction work, the DEVELOPER or its
authorized person(s) shall rectify, restore and repair such defective work at
their cost. Thereafter, if everything is found correct and the apartments are
completed in respect of habitable condition, the LAND OWNER or their
authorized representative(s) will take over the possession of their
apartments described in Schedule-D. It is also agreed upon that during the
construction work, the LAND OWNER or their authorized agent(s) shall have
the right to inspect the construction site (without interfering with the
DEVELOPER’S work) time to time to see the progress and shall advise the
DEVELOPER accordingly. The DEVELOPER shall accept any reasonable advice
or suggestion from the LAND OWNER or their authorized agent(s) to maintain
the quality of works given. If any deviation or defect is observed from the
approved design or drawing by the LAND OWNER, the DEVELOPER shall have
to rectify the same immediately.

15. THIRD PARTY LIABILITY:

That the DEVELOPER shall be solely liable for indemnify to any workmen or
employee or outsider in the event of any possible loss or damage to any
property, personal injury and death or otherwise any claim arising against
the construction of the Building by the DEVELOPER. The LAND OWNER will
not be responsible or liable for any such loss or claim whatsoever. Similarly
the responsibility for any sort of theft loss or damage of the works during
construction shall vest with the DEVELOPER and in no way will be binding on
the LAND OWNER.

16. OWNERS’ ASSOCIATION:

That after delivery of possession of the building, the DEVELOPER will assist
the owners of all apartments to form an Owners’ Association which shall be
responsible for the overall management and welfare of the apartment
building for functioning relevant works. The DEVELOPER will also assist to
prepare a Bye-Laws for the Association which will incorporate all rules and
regulations for convenient and comfortable use of the apartments as well as
community living and the Association may bring further necessary changes
in the Bye-Laws to meet the changing circumstances and all the owners or
inhabitants of the apartments will be strictly abide by the Bye-Laws. The
LAND OWNER will be the honorary president for the 1st year term of the
Association and from the 2nd year the president will be elected or selected
by the Association as per the rules of Bye-Laws. The Caretaker(s),
Electrician-cum-Lift Operator(s) (if necessary) and 24 hour Security Guard(s)
will be trained up by the DEVELOPER prior appointment by the owners and
their salaries will be paid by the Association in consultation with the
concerned authority of the Association. The DEVELOPER will provide
technical support(s) and material(s) to the Association for the first 6 (Six)
months with free of cost in order to the repair or rectify the construction
problems if any occurs after handing over the space. But after the first 6
(Six) months all expenses will be borne by the Association.

17. INCLUSION/ ADDITION OF TERMS AND CONDITIONS OF

AGREEMENT:

Page 9 of 14
That any term and condition omitted in this AGREEMENT shall be included or
added subsequently in this AGREEMENT only if agreed upon by mutual
consent of both parties and shall be treated as part of this AGREEMENT.

18. SIGNBOARD & ADVERTISEMENT:

The DEVELOPER shall have the right to make advertisements in its name
through the media or by any other means and put or hang digital or printed,
neon or any other kind of Signboard or Holdings in a suitable size and at a
suitable location of the Schedule-A property for its sales & marketing
purpose without any objection or prejudice of the LAND OWNER relating to
the Schedule-C property in concerned for development after the signing date
of this AGREEMENT.

19. MISCELLANEOUS:

(a) That the DEVELOPER shall have exclusive jurisdiction to maneuver,

innovate, uphold and protect the optimal Apartment viability of the
PROJECT and to that end fix up and determine the amount of money
to be taken from the buyers of the residential space of project
against price of land of their share, cost of construction, cost of
services, and common facilities and additional amenities and to
receive payments thereof from the concern buyers by granting valid
receipts and discharges therefore from time to time and to publish
and circulate a brochure to attract prospective purchaser.

(b) Any dispute between the DEVELOPER and the potential buyer(s) of
apartment(s) has to be settled between these two parties. The
LAND OWNER will bear no responsibility whatsoever not bear any
accountability in the trading of flat by the DEVELOPER to the
potential buyer(s).

(c) This AGREEMENT shall be deemed effective from the date of signing
this by both the parties.

(d) All dealings between the DEVELOPER and the prospective buyer(s)
involving sell and purchase of the apartments will be executed
under mutual agreement of these two parties. The LAND OWNER
shall not be responsible or accountable to either of these two
parties for any dealing anomalies, deviation or failure that may
occur to either party or both the party during or after executing the
deals of sell and purchase of flats (Developer's Portion) described in
Schedule-C of this AGREEMENT.

(e) That the DEVELOPER shall not deviate from the approved plan while
constructing the building without prior approval of RAJ-UK authority
and the LAND OWNER. If any deviation, breach and encroachment
are detected by the RAJ-UK authority or by the LAND OWNER, the
DEVELOPER will rectify all those deviations under their own
responsibility and cost without raising any objection or reservation.
The DEVELOPER shall remain pledge bound to follow approved plan
of the building in total.

(f) That if the number of storey and/ total floor area as stipulated in the
PROJECT described in Schedule-B increases or decreases by any

Page 10 of 14
 rule of RAJ-UK or for any other reason the same increase or
decrease shall be shared proportionately by both parties.

(g) That in case if any fractional area is left after dividing the share
ratios between the parties in terms of apartment unit numbers as
per final design of the project, either of the parties shall negotiate to
purchase or sell the fractional area on mutual understanding
according to prevailing market price/ rate.

(h) The definition of common space shall address to following spaces to

which all occupants/ residents of the flat will have unhindered rights
of access to use them for common benefit of the project.

• Stair and Stair Case, roof top stair space.

• Lift and Lift Core.

• Receptions counter at the ground floor.

• Guard post at the ground floor.

• Generator, substation and its space at the ground floor.

• Water reservoir and Water Pump at the ground floor.

• Main Gate and Approach Landing space at the ground floor.

• Roof top structures of any kind for common purpose.

(i) Security of men and materials during construction period shall vest
with the DEVELOPER.

(j) Specification of the apartments shown in the Annexure shall form as

an integral part of this AGREEMENT.

(k) That the death of any member of either of the contracting parties
shall not stop the work of this PROJECT. The DEVELOPER and the
LAND OWNER and their legal heir(s), successor(s) in-interest,
assignee(s), legal representative(s), administrator(s) and
executor(s) will be bound to abide by the terms and conditions of
this AGREEMENT and complete the PROJECT accordingly.

(l) That this AGREEMENT and POWER OF ATTORNEY will be registered

and certified copy of each to be retained to the LAND OWNER and
the DEVELOPER and the original copy to be handed over to the
Owner’s Association after the handover of the PROJECT in full.

20. SETTLEMENT OF DISPUTE(S):

That if in the future it is found that the land has troubles and is in dispute
regarding its ownerships/ encumbrances owing to the reasons above or any
other reasons not mentioned above and the DEVELOPER has been put in a
position where they had to incur financial loss not predicted/ accounted/
mentioned for to develop and construct the said Schedule-B PROJECT and
the DEVELOPER may have options to either abandon the Schedule-B
PROJECT or face huge financial loss, the DEVELOPER will have no choice but
to cancel this AGREEMENT and the LAND OWNER will have to refund back
whatever amount taken as Signing Money or any other means in cash from
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the LAND OWNER up to the date of cancellation of this AGREEMENT and
within 30 days from the date of cancellation of this AGREEMENT whichever
happens will be dealt in the court of law or in according to the Arbitration
process mention in clause 21 of this AGREEMENT.

21. ARBITRATION:

That all disputes and differences concerning the validity, scope, meaning &
construction to give effect of this AGREEMENT or any dispute or
disagreement between the parties hereto as to any matter relating to this
AGREEMENT or the meaning of any stipulation therein or any other matter
will be resolved amicably by mutual discussion, but in case of failure to do
so, the matter shall be referred to a board of Arbitrators consisting of one
representative from each PARTY and a third Arbitrator to be selected by such
representatives and the majority decision shall be binding on the parties and
in case of failure of Arbitrators to decide or arbitrate, it shall be resolved in
accordance with the relevant provisions of the Arbitration Act 2001.

22. FOURCE MAJURE:

That the DEVELOPER is excused from the feat of this AGREEMENT and shall
not be liable for any delay in whole or in part caused by the occurrence of
any contingency beyond the reasonable control of the DEVELOPER. These
contingencies include, without limitation, Political & Civil un-rest, war,
sabotage, insurrection, riot or other act of civil disobedience, act of public
enemy, failure or delay in transportation, act of government or any agency
or subdivision thereof affecting the terms of this agreement or otherwise,
judicial action, Sudden change of related Govt. Gazettes, labor dispute,
accident, fire, explosion, natural calamities, sever weather or other act of
God.

23. OPTIONAL FEATURES:

Various interior designing and additional fittings and fixtures choose by the
LAND OWNER may be done at their own costs after prior approval of the
DEVELOPER not included in the Annexure-A of the finishing standards
attached to this Deed of agreement and agreed by both the parties. All
necessary additional costs will be borne by the LAND OWNER.

24. ENCLOSURE:

Annexure –A: where the construction and finishing standards binding by the
company for the PROJECT is specified.

SCHEDULE- A
(Description of the land owned by the “LAND OWNER”)
All that piece and parcel of total land measuring of ................
(.........................................) katha or ....................... ajutansha
situated at Dist.: Dhaka, P/S: --------------, Sub-registry Office: ----------------,
Touzi: Dhaka Collectorate, J.L.. no………… C.S. ………….., R.S. and recent City
Jorip ………….., Mouza: …………., Khatian no. C.S. ………………, S.A.
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………….., R.S. - …………., B.S - ……., and Mutation ……………… no. Jot, Plot
no. C.S. …………… and ……………, S.A. ……….. and …………, recent City Jorip
…….., in this plot total land measuring of …………. ajutansha, bearing
Holding no…….. ………………………………., Dhaka.

Being Butted and bounded by:

On the North : ……………….. On the East :
……………………
On the South : ………………….. On the West :
………………………

SCHEDULE-B
(Description of the PROJECT)
A modern ......... (..............................) storied Residential apartment
building (Subject to approval of RAJ-UK & other Authorities under FAR Rule)
consisting with suitable sizes of spaces from Ground floor to ..........th floor
with Car Parking spaces to be constructed by the DEVELOPER on the LAND
OWNER’ premises described in the above Schedule-A above as per the
following description and feature amenities:

FLOOR DESCRIPTION

GROUND FLOOR: Car Parking spaces, Amenities,

Utility.
1st FLOOR TO .........th Full Residential Units.
FLOOR

SCHEDULE- C
(Apartments Spaces for the DEVELOPER)
As agreed upon by both the parties that ............... %
(.................................... percent) from total Residential spaces at the
Complex including Car Parking spaces at Ground Floor along with ........... %
(............................... percent) of undivided and un-demarcated portion of
land of above Schedule-A.

Space of ........... % Apartments at the following floors:

Floors - Shares
......................... - ...................%

......................... - ...................%

......................... - ...................%

......................... - ...................%

SCHEDULE-D
(Apartments Spaces for the LAND OWNER)
As agreed upon by both the parties that .......... %
(................................................ percent) from total Residential spaces at
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the Complex including Car Parking spaces at Ground Floor along with
............ % (....................................... percent) of undivided and un-
demarcated portion of land of above Schedule-A.

Space of .......... % Apartments at the following floors:

Floors - Shares
......................... - ...................%

......................... - ...................%

......................... - ...................%

......................... - ...................%

IN WITNESS WHEREOF WE, the undersigned after having read or and read
over and explained to ourselves and understood the meaning, intents and
purposes of this AGREEMENT in letters and spirit and do hereby subscribe
our signatures to this Deed of Agreement on this the ................ day of
……………………., 2010 (Two Thousand Ten of the Christian Era) in presence
of the following Witnesses.

Signature of the Signatures of the LAND OWNER

DEVELOPER

__________________________ _____________________________

......................................... …………………………………
............

Managing Director

Developer Company.

Witnesses: Witnesses:

(i) (i)

(ii) (ii
)

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