CUSTODIAN AGREEMENT

BETWEEN:

(1) THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

(the "Bank"); and

(2)___________________________________, (the Depositor”)

1. Recital

By this Agreement the Depositor wishes to appoint the Bank to perform

custodial services for its proprietary assets and/or the assets it is holding in
its capacity as custodian of shares, securities, investments, financial
instruments in publicly listed companies in Bangladesh.

2. Services

2.01 The Bank is hereby appointed and authorized to perform all or any of the
following services on behalf of the Depositor (the "Services"), but
reserves the right to refuse to do so if, in its opinion, there are
reasonable grounds for such refusal (and in which case the Bank will
notify the Depositor accordingly):

(a) to hold or to arrange for such shares, securities, investments,

financial instruments or any other items belonging to or under the
duly authorized control of the Depositor (the "Property") to be held
in safe custody;

(b) to hold bearer instruments in that form and, where

possible, to register instruments in the name of the Bank or
any other person appointed by it;

(c) to hold securities which are not fully paid, subject to such
conditions as the Bank may specify;

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 (d) to purchase or subscribe for any type of security or other
investment in accordance with the Depositor's instructions and
market practice and following receipt of the funds required for
such purpose;

(e) to sell or otherwise dispose of Property and to deal with the

proceeds, in each case in accordance with the Depositor's
instructions and. market practice

(f) to enter into any agreement or instrument on behalf of the

Depositor in connection with any security or other investment
which is or is to be included in Property, in each case in
accordance with the Depositor's instructions and market
practice:

(g) where securities are registered in the name of the Bank of any
other person appointed by it (but not otherwise), to notify the
Depositor of information received by the Bank which requires
action to be taken by the Depositor in relation to such securities
and to request, collect, receive, and make payments or
distributions attributable to such securities;

(h) to otherwise deal in the Property on behalf of the Depositor in

accordance with the Depositor’s instructions;

(i) to provide such other services as the Bank and the Depositor
may from time to time agree in writing.

2. 02 In providing the Services, the Bank shall:-

(a) maintain securities accounts and also cash accounts to which all
income and proceeds derived from Property shall he credited

(b) maintain records showing the accounts belong to or are under the
duly authorized control of the Depositor on behalf of a customer or
customers of the Depositor;

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 (c) keep the Property segregated from assets held by the Bank for
its own account;

(d) ensure that all of the Property held by it, its nominees or agent is
clearly recorded in the books of the Bank as belonging to the
Depositor;

(e) not part with possession of the Property except to the Depositor or
on the Depositor's written instructions;

(f) maintain such records as are necessary to identify the location of

each title document, including details of:-

(i) the date at which the title document of the Property

came into or left the possession or the control of the
Bank;

(ii) the nature of the title document of the Property; and

(iii) the nature, amount and nominal value of the

investment to which the title document of the Property
relates.

2.03 The Bank is authorized to make such steps as it may consider

expedient to enable it to provide the Services and to exercise its
powers under this Agreement, including the right;

(a) to comply with any applicable law, regulation, order, directive,

notice or request of any government agency (whether or not
having the force of law) requiring the Bank to take or refrain from
action and/or to disclose information;

(b) on behalf of the Depositor, to withhold and/or to make payment of

any taxes or duties payable on or in respect of Property;

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 (c ) in the absence of or delay in receiving instructions from the
Depositor in response to a request, to act or refrain from acting
as it may deem expedient in the best interests of the Depositor
at the sole discretion of the Bank;

(d) to co-mingle Property with the property of other customers of

the Bank (although the Bank shall clearly identify all securities
held in its capacity as custodian on behalf of the Depositor as
being Property of the Depositor);

(e) to return to the Depositor physical securities which may not have
the same serial number or identification as those originally
deposited with or received by the Bank;

(f) to participate in and to comply with the rules and regulations of

any system which provides central depository, clearing and/or
settlement facilities in respect of securities but without liability for
any acts or omissions on the part of the operator or manager of
any such system; and

(g) provided that it is market practice to do so, to accept in lieu of

documents of title for Property purchased in exchange for value
paid receipt of payment and a promise to provide relevant
documents of title at some unspecified future date from the
vendor's broker.

2.04 The Bank shall be under no duty to investigate, participate in or take

affirmative action concerning proxies received, attendance at meetings
and voting except in accordance with the written instructions of the
Depositor. In the absence or such written instructions the Bank shall
take no action unless otherwise required under local law.

2.05 The Depositor shall maintain with the Bank at all times sufficient Property
and/or cash to enable the Bank, pursuant to this Agreement to settle any
outstanding transactions entered into or to settle any liability incurred, by
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 the Depositor or the Bank on behalf of the Depositor. The Bank shall he
entitled, but shall not be obliged, in its sole discretion to retain sufficient
Property and/or cash to enable it to settle any such outstanding
transactions or liability. If there is insufficient Property and/or cash to
enable the Bank to settle any such outstanding transactions or liability,
the Bank shall be entitled, but not obliged in its sole discretion to settle
and/or decline to settle any outstanding transactions and/or to cancel
unexecuted instructions whereupon the Bank shall promptly notify the
Depositor. Where the Bank does so exercise its discretion to settle any
such outstanding transactions, the Depositor shall promptly on demand
reimburse the Bank for any and all costs and expense incurred by the
Bank. The Bank shall be entitled to set-off, claim and/or deduct such
costs and expenses incurred from any account the Depositor may have
with the Bank. The provisions of this Clause 2.05 shall survive the
termination of this Agreement.

2.06 In performing the Services, the Bank shall exercise the same degree of
care as it exercises in respect of its own property except to such extent
as may otherwise be provided in this Agreement.

2.07 The Bank may take and instruct any delegate to take any action which it
in its sole discretion considers appropriate so as to comply with any
applicable law, regulation, request of a public or regulatory authority or
any HSBC Group policy which relates to the prevention of fraud, money
laundering, terrorism or other criminal activities or the provision of
financial and other services to sanctioned persons or entities. Such action
may include but is not limited to the interception and investigation of
transactions on the Depositor's accounts (particularly those involving the
international transfer of funds) including the source of the intended
recipient of fund paid into or out of the Depositor's accounts. In certain
circumstances, such action may delay or prevent the processing of the
Depositor’s instructions, the settlement of transactions over the
Depositor's accounts or the Bank's performance of its obligations under
this Agreement. Where possible, the Bank will endeavor to notify the
Depositor of the existence of such circumstances. Neither the Bank nor
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 any delegate will be liable for any loss (whether direct or consequential
and including, without limitation, loss of profit or interest) caused in whole
or in part by any actions which are taken by the Bank or any delegate
pursuant to this clause. For the purposes or this clause “HSBC Group"
means HSBC Holdings plc its subsidiaries and associated companies.

3. Force Majeure

3.01 The Bank shall not be responsible or liable for any loss, failure, or delay
in the performance of its obligations under this Agreement arising out of
or caused directly or indirectly by circumstances beyond its reasonable
control including, without limitation, acts of God, earthquakes, fires,
floods, typhoons, wars, civil or military disturbances, sabotage, terrorism,
epidemics, riots, interruptions, loss or malfunctions of utilities, computer
(hardware or software) or communicative service, accidents, labour
disputes, regulatory changes, acts of civil or military authority or acts of
government, central securities depository and central bank including
their regulatory agencies. The exclusions of this clause shall apply to
any delegate appointed by the Bank under Clause 4.01 below.

3.02 If the Bank is unable at any time or from time to time to provide or
continue to provide any of the Services as a result of circumstances
beyond Bank’s control the Bank shall be entitled to suspend and/or
withdraw the affected Service(s) immediately. The Bank shall notify the
Depositor promptly of any such suspension and/or withdrawal and shall
notify the Depositor promptly if the circumstance in question ceases so
as to enable the Bank to resume the provision of the relevant Service(s).

4. Delegation

4.01 The Bank may appoint any other person as its nominee or agent
including associates within the HSBC group of companies to perform
any of the Services on its own behalf and may delegate any of its
powers under the Agreement to such person but, in such a case, the
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 Bank will not be responsible or liable for any reason including liability for
the liquidation or insolvency of any such delegate or agent and further
the Bank will not be liable in respect of the acts or omissions of any
entity providing central depository, clearing and/or settlement facilities

4.02 The Bank is authorized to disclose any information it has concerning the
Depositor, any Property and the Services to any other person appointed
by it in connection with the performance of the Services.

5. Representation and Warranty

5.01 The Depositor represents and warrants to the Bank that;

(i) the Depositor is authorized and empowered to deposit Property with

the Bank;

(ii) the Depositor will obtain all necessary licenses and approvals from
all applicable regulatory authorities;

(iii) the Depositor will comply with all applicable regulations; and

(iv) the Depositor has and will give the Bank all relevant
information.

5.02 The Depositor acknowledges that the provisions, for settlement, the
legal and regulatory regime and market practice applicable in the
jurisdiction in which the Services are provided may be different from
those in the Depositor’s own jurisdiction and from each other.

503 The Depositor acknowledges that the laws and market practice
applicable in many jurisdictions are subject to regular change and that
the Bank shall only be obliged to bring to the Depositor’s attention to
those changes which affect the Bank’s performance of the Services
which are of a fundamental nature.

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 6. Limitations on Liability and Indemnity:

6.0 I The provision of the Services does not constitute the Bank as a trustee
and the Bank shall have no trust or other obligations in respect of
Property and shall not be liable in respect of any defect in ownership or
title.

6.02 The Bank is under no duty to examine or verify the validity of the
ownership of or title to any Property and shall not be liable in respect
of any defect in ownership or title.

6.03 The Bank shall not be liable for any taxes or duties payable on or in
Property nor for the management of or any diminution in the value
of Property.

6.04 The Bank shall not be liable for any change of law and policy
restricting foreign ownership of the Property and any consequences
whatsoever for such change of law or policy.

6.05 The Bank shall not be liable for losses of any kind which may be
incurred by the Depositor as a result of the provision of the Services by
the Bank in accordance with the instructions of the Depositor and
market practice nor, in any other case, unless due to the breach by the
Bank of this Agreement, the negligence, fraud or willful default of the
Bank or any other person appointed by it or their respective officers or
employees or agents.

6.06 The Depositor acknowledges that there are particular difficulties in

establishing the authenticity of fixed income securities (including,
without limitation, corporate and government bonds, bills of exchange,
certificates of deposit, convertible bonds, debentures, promissory
notes, floating rate notes, treasury bills and commercial paper) settled
in certain jurisdictions and unquoted and overseas (non-domestic)
securities; Accordingly, although the Bank will endeavor to check that,

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 on its face, an instrument and/or securities’ certificate appears
genuine, it will not be responsible for verifying the validity or
authenticity of any such instrument and will not be liable for any defect
in such validity or authenticity.

6.07 The Bank shall indemnify the Depositor against all claims, liabilities,
damages, costs and expenses of any kind which may be incurred by
the Depositor and all actions or proceedings which may be brought
against the Depositor as a result of the breach by the Bank of this
Agreement the negligence, fraud or willful default of the Bank, any
other person appointed by it or their respective officers or employees
in connection with the provision of the Services provided that the Bank
shall not be responsible any consequential, or indirect loss or damage.
This indemnity shall continue notwithstanding the termination of this
Agreement.

6.08 The Depositor shall indemnify the Bank and any other person
appointed by it and their respective officers and employees against all
claims, liabilities, damages, costs and expenses of any kind which
may be brought incurred by them and all actions or proceedings which
may be brought against them in connection with the provision of the
Services except insofar as such results from the breach by the Bank
of this Agreement, the negligence, fraud or willful default of the Bank
and its respective officers and employees. This indemnity shall
continue notwithstanding the termination of this Agreement.

6.09 Insofar as the Bank suffers any loss as a result of the Bank
crediting any account of the Depositor in respect of any instrument,
advanced payment, wire transfer or remittance of funds which does
not then clear, the Bank may debit the account of the Depositor
accordingly.

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 6.10 For the avoidance of doubt the parties hereby agree that the Bank is
not an agent or a trustee for any customer of the Depositor, and in no
circumstances shall the Bank and/or any customer of the Depositor
have any direct rights, obligations or liabilities against each other. The
contractual relationship is between the Depositor and the Bank and
consequently any matter arising in respect of a customer of the
Depositor shall be dealt with as between the Bank and the Depositor.

7. Depositor's Instruction

7.01 In a case where this Agreement requires the instructions of the

Depositor to be given, the Depositor will notify the Bank from time to
time in the manner required by the Bank of the persons or entities
authorized to give instructions (the “Authorized Persons”). Instructions
shall be issued by the Authorized Persons either:

(i) writing; or

(ii) by such other form of communication as the Bank and the Depositor
may agree in writing.

7.02 The Bank may, at its discretion, accept instructions reasonably

believed by it to have emanated from the Authorized Person(s) in
which case, if it acts in good faith on such instructions shall be binding
on the Depositor and the Bank shall not be liable for doing so, whether
or not the instructions were given by the Authorized Person(s) and the
Bank shall not be under any duty to verify the identity of the person(s)
giving those instructions.

8. Reports. Statements and Information

8.01 The Bank shall provide the Depositor with such reports and
statements concerning Property and at such intervals as agreed
between them from time to time.

8.02 The Bank will on the request or the Depositor prepare and deliver to

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 the Depositor within 20 day's of the request a statement, made up as
at a date specified by the Depositor (being a date not later than one
calendar month before the statement is delivered to the Depositor)
identifying in relation to each description of Property:-

(a) the customer title documents held for the Depositor by the Bank:

(c) the amount of the Property; and

(d) where the Property is registrable, the number of units so held in

each different name.

8.03 The Bank will also inform the Depositor promptly of any legal action
instituted by person concerning Property which is notified to the Bank
in connection with the provision of the Services.

8.04 The duly authorized representatives of the Depositor shall be allowed

access to the Bank's records which identify Property after giving
reasonable prior notice to the Bank.

8.05 The Bank shall provide the Depositor with such information as the
Depositor may reasonably request concerning the operating facilities and
methods which the Bank employs in providing the Services and shall
provide reasonable assistance to the Depositor in reconciling .any
differences which may arise between the Bank's and the Depositor’s
records.

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8.06 The Bank shall not, however, be required to provide such reports, statements,
access and/or information if to do so would contravene any law, regulation, order,
directive, notice or request of any government agency, whether or not having the
force of law, or, in the case of access and/or information, if to do so would
prejudice the security, operations or business of the Bank or its duties of
confidentiality.

8.07 Save as otherwise provided herein, the Bank agrees to keep all information in
its possession relating to the Property and this Agreement confidential and
not to disclose such information to any third party,

9. Fees and Expenses

9.01 The Depositor shall pay fees to the Bank for the provision of the Services as
agreed between them from time to time.

9.02 The Depositor shall also pay to the Bank all other expenses incurred by the Bank
or any other person appointed by it in the provision of the Services. A certificate
as to the nature and amount of such expenses produced by the Bank shall be
conclusive evidence against the Depositor of the expenses.

9.03 Subject to the limitation contained in Clause 9.04, if any of the fees and
expenses referred to in Clause 9.01 and 9.02 remain outstanding after they have
become due and payable, the Bank shall be entitled to debit automatically and/or
set off against the amount of such fees and expenses any credit balance on any
account of the Depositor with the Bank in or towards settlement.

9.04 The Bank shall not, however, assert or exercise any lien or right of retention in
respect of any Property except for any charges or payments relating to the
administration or safekeeping of the Property.

10. Power of Attorney

The Depositor hereby for the duration of this Agreement irrevocably appoints the
Bank and any person appointed by it to be the attorney for the Depositor and in

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 the name and on behalf and as the act or deed of the Depositor or otherwise,
without any reference to or consent from the Depositor, to execute all documents
and to do all things as may be required for the full exercise of all or any of the
powers hereby conferred on the Bank and its rights hereunder as it may consider
expedient in connection with the exercise of such powers and rights.

This Agreement may be terminated by the Bank or the Depositor giving not less
than 30 days notice to the other and by wither party giving notice of immediate
termination to the other party any time after the other party has contravened any
of the provisions of this Agreement. On termination the Bank will deliver the
documents of title and any other instruments relating to the Property to the
Depositor or to the order of the Depositor in accordance with the Depositor’s
instruction.

11. No Waiver

No act or omission by the Bank or the Depositor pursuant to this Agreement shall
affect its right, posers and remedies hereunder or any further or other exercise of
such rights, powers or remedies.

12. Assignment

Neither the Bank nor the Depositor may assign or transfer any of its rights or
obligations hereunder without the prior written consent of the other provided this
Agreement shall ensure for the benefit of the Bank and for the benefit of its
successors in title or assignee including any person to which the whole or any
part of the operation of the Bank may from time to time be transferred or vested
by operation of law or otherwise.

13. Communications

13.01 Except where this Agreement provides to the contrary, any notice, demand or
other communication under this Agreement given by either party shall be in
writing addressed to the Depositor at its registered office address or at the last

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 address registered with the Bank and addressed to the Bank at its office or such
other address as the Bank may notify to the Depositor for this purpose and may
be delivered personally, by leaving it at such address, by post, ,or SWIFT and
shall be deemed to have been delivered to the other party at the time of personal
delivery or on leaving it at such address, or on the second day following the day
of posting to the addressee if the address is in Bangladesh and on the seventh
day following the day of posting to the addressee by airmail if the address is
outside Bangladesh or outside the location from where the notice is dispatched
or on the day of dispatch, if sent by or SWIFT and, in all cases, to the Bank on
the day of actual receipt.

13.02 In consideration of the Bank agreeing to accept instructions by facsimile and/or

email instructions duly signed or otherwise (“email instructions) without requiring
written confirmation in respect of any facsimile instructions prior to acting
thereon, the Depositor:-

(i) Acknowledges the email instructions are not secure means of

communication, and that they are aware of the risk involved, and that
their request to the Bank to accept such facsimile instructions and/or
email instructions is for their convenience.

(ii) undertakes to keep the Bank indemnified at all times against, and to save
the Bank harmless from all actions, proceedings, claims, losses,
damages, costs and expenses which may be brought against the Bank or
suffered or incurred by the Bank and which shall have arisen either
directly or indirectly out of or in connection with the Bank accepting
facsimile instructions and/or email instructions and acting thereon,
whether or not the same are confirmed in writing by the Depositor, except
to the extent that the same is caused by the Bank’s gross negligence or
willful default.

14. Severability

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 Each of the provisions of this Agreement is severable and distinct from the others
and, if one or more of such provisions is or becomes illegal, invalid or
unenforceable, the remaining provisions shall not be affected in any way.

15. Governing Law

15.01 This Agreement is governed by and shall be construed in accordance with

the laws of Bangladesh.

15.02 The Depositor submits to the non-exclusive jurisdiction of the Courts in

Bangladesh.

16. Previous and Other Agreements

16.01 This Agreement supersedes and replaces any previous Agreement between the
parties in relation to the Services.

16.02 The parties may in addition to this Custodian Agreement be required to execute
and sign other agreements, forms etc. that may be related to the Services and in
particular for dealing in the Property.

WHEREOF the parties sign this Agreement through their authorised representatives as
of the date hereinbefore stated:

SIGNED by the Depositor SIGNED for and on behalf of the

Bank

Name: Name:
Title: Title:
Address: Address:

Date: Date:

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