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The Companies Act, 1994

............. LIMITED

A PRIVATE COMPANY

LIMITED BY SHARES

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MEMORANDUM OF ASSOCIATION

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The Companies Act, 1994

(Act XVIII of 1994)

A Private Company Limited by Shares

Memorandum of Association

Of

.............. LIMITED

I. The name of the Company is ..................... LIMITED.

II. The Registered Office of the Company will be inDhaka, ................................................................................

III. The objectives for which the company is established are all or any of thefollowing provided that permission/approval/license from the Governmentor its appropriate agency and the concerned local government authority

shall be obtained wherever it is so required by law, rules or regulations:

===================================================

OPTION 01: . FOR TOURISM BUSINESS

1. To promote Bangladesh as a global tourist destination and toattract tourists to the country from all over the world and to provide alllawful services and facilities to the tourists;

2. To provide information to tourists and tour operating companiesacross the globe about events and places of interest in Bangladesh andabout available facilities and to develop and offer tour packages to them;

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3. To promote domestic tourism in Bangladesh as well as outboundtourism from Bangladesh and provide all services to them includingservices abroad through partner companies or branch offices as may existin future;

4. To establish, set up, own, hire, operate and run tourism relatedfacilities in various parts of Bangladesh including but not limited to, hotels,motels, guesthouses, resorts and any other type of accommodation thatmay be required by or for tourists and visitors;

5. To set up and operate travel agencies and carry ticketing and allother related businesses and also to enter into agreements with foreign

airlines to run their online and off line GSA or PSA in Bangladesh;

6. To adopt such means of making known the products and servicesof the Company or goods and articles dealt in by the company as mayseem expedient such as by advertising, circulars, catalogues, show-cards,posters, road shows and free samples and exhibiting and grantingrewards, presents, prizes and donations and also by such other means ofmaking known nationally and internationally as may seem expedientincluding advertisements through internet and website;

7. To obtain license from Bangladesh Bank to deal in foreignexchange to facilitate tourism;

====================================

OPTION 02: . FOR AGRO-BASED INDUSTRIES

1. To carry on business of Multi-purpose Agro-based complex, Poultry

farming, Fish Hatchery, Poultry Feed, Dairy, Fisheries, Duckery, Agriculture

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farming, Cultivation of all kinds of Agro food, Plantation of Seeds, Nursery,

Hatchery, Import, Export Marketing local or abroad.

2. To carry on the business of Fisheries of High Value Fish, Nursery,

Hatchery, Hybrid seeds produce, rice seeds, Corn seeds, Potato seeds,

Vegetables seeds & Water-melon seeds and other seeds business.

3. To carry on the business of:

a) Quality fish production, hatcheries and marketing of fish.

b) Import & Export of all kinds of agricultural seeds.

c) Fish Farming

Fish Farm, Hatchery for shrimp, carp and prawn Hatchery, White Fish,

Shrimp, Prawn, Lobster & Crabs Cultivation and export of various

types of fishes, Prawn, Lobster, Shrimp, crabs, sea-fishes, dry-fish and

preservation and processing of shrimps and other fishes of both fresh

water and Sea water.

d) Dairy Farming:

Dairy Farming, Milk Processing, Milk Products, Butter, Cheese, Gee,

Ice-Cream, Chocolate & Candy, Milk Freezing, Milk Powder and their

by products with quality packaging, supply and sales in the local

market and abroad and to sell, import and export of Cows and Calves

and make provision of their breeding.

e) Fattening Farming:

Cow, Goat, Sheep and Buffaloes fattening and making provision for

their breeding freezing, packaging supplying in the local markets and

abroad and all kinds of concerned business.

f) Poultry Farming:

Layer Farm, Pullet raising Farm, Broiler Farm, Parent stock Farm.

Establishment of Poultry hatchery, Egg Processing, Broiler Processing.

g) Agriculture Farming:

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Agriculture, Pisciculture, Horticultural Farm, Vegetables and Mushroom

cultivation, Processing, Packing, Marketing and sale to local market &

abroad. Flower plantation and seed production, processing of

vegetables, flowers and fruits. Establishment of packaging & canning

industries for local market requirement & for exports & undertake allied

industries.

4. To import all sorts of machinery and equipments necessary for

establishment and maintenance of modern feed mills to produce feed for poultry,

fish, shrimp, cattle and others.

5. To set up and establish a feed manufacturing plant which will produce or

prepare raw material for poultry feed, dairy feed, fish feed and shrimp feed.

6. To import, purchase, exchange eggs, chicks, chicken, ducks and all sorts

of high-breed and feed ingredient fowls and also to procure medicine,

vaccination, veterinarian assistance, feeds from the country and abroad for

proper maintains of the farm.

7. To Carry on poultry breeding firm independently or in association with

foreign firms in order to develop parent stock of different breeds and also carry

out research activities to introduce new breeds or to improve existing breeds.

=========================================

OPTION 03: . FOR GENERAL TRADING

1. To carry on the business of trading, buy, sell, exporters, importers,

Marketing, indenters, commission agents, selling agents, distributors,broker, stockiest, merchants, wholesalers, retailers, buyers, manufacturers,general order suppliers and dealers in general merchandise, commodities,articles and goods all description whatsoever.

2. To carry on the business of carries by air, land or water, shippingagencies/services, railway agencies/services, clearing and courier services(Section 4 & 5 of Postal Act 1898 shall be obeyed).

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3. To acquire land by purchase, take on lease, exchange or otherwiseincluding commercial and residential building and to develop the same forcultivation of agriculture, farm and garden like tea estate, rubber of all kindsand to sell, store market and also export the same in abroad.

4. To carry on the business of manufacturing and dealings in all types ofgarments for gents, ladies and children made of cotton, rayon, silk, leather,

jute, woolen and other fibrous products and the preparation, sizing,processing, printing, embroidering, dyeing and coloring of any or all of heproducts mentions above or manufacture of textile and specialized textileproducts.

5. To carry on the business of textile, spinning, weaving, dyeing, printing,finishing, bleaching, pressing, cutting, packing, bailing, storing, buying,selling and otherwise dealing in cottons, yarns and synthetic fibers.

6. To carry on the business of manufacturing and dealings in all types ofgarments accessories, elastic products, button, buckram, fences materialsfor internal and overseas market and all other allied business.

7. To carry on the business of all kinds of garments made of cotton, silk, nylon,wool, leather, jute and other fibrous materials for internal and externalmarkets and to manufacture, import, produce and deal in treads, buttonsinterlining, packing and other materials used in garment industries.

======================================================

OPTION 04: FOR GENERAL BUSINESS

1. To set-up establish and maintain industries for manufacturing of steam

boiler, stem iron, stem roller, vacuuming table, water softener, thread

sucking machine, thread rewinding machine, aluminum, M.S.sheet &

SS sheet, perforated and plain praline, ceiling unit, tee bar, angel, zedand U sections and all sorts of aluminum/MS/SS fitting of road

transport, rail coach, textile sections and air condition grills & diffusers

fabricator.

2. To carry on business of Steel/SS door, window and pipe line

installation.

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3. To carry on the business of acoustical works, consultants, Armstrong

and allied types of metal suspension system of false ceiling and interior

decoration.

4. To carry on the business of producer & manufacture all sorts ofaluminum/Steel furniture, anodizing, electro-galvanizing and all kinds

of nickel works.

5. To carry on the business of marketing, import, export, manufacturing,

assembling, installing, repairing, buying, selling in Bangladesh &

abroad of all kinds of Aluminum/ Steel/ electrical/ electronics/ digital

products, furniture and sorts of allied products, peripherals including

electric/ electronic / digital equipment like transformer, electric iron,electric switch, IPS, UPS, computer, computer monitor, computer

software, networking accessories, cooling tower, chiller, air handing

unit, fan coil unit, refrigerator, television, air condition, oven, water

pump, motor, power generator Diesel/Gas, vertical lifter, escalators,

industrial exhaust fan, humidifier, de-humidifier, digital camera,

industrial compressor, electrical cable, energy power light, optical fiber,

telephone cable, LT/ST panel board, PFI switch gear, mobile phone,

steel/SS sheet, steel/SS plate, all kinds of pipe, all kinds of

accessories & tools, all kinds of Boiler/ Water treatment/ Textile/

Dyeing / Lather / Plastic Chemical, Boiler & Burner spares, Garments

finishing machinery, Water filter & Dispenser.

6. To carry on the business of indenting, trading, commission agents and

export, import, buy, sell and deal in and with whether as principals

agents.

7. To carry in Bangladesh or elsewhere trade, business manufacture,

and/or to act, as business agent, managing agents, selling agents,

local agents, sub-agents, sole agents, handling agents, commission

agents, indenting agents, indenters, stevedores, brokers for the benefit

of the company.

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OPTION 05: FOR GENEDRAL BUSINESS-02

1. To carry on business and to Act as export, import, manufacturing,distribution, Marketing Agents, Commission Agents, Shipping Agent,Clearing and Forwarding Agents (C & F), Representatives, Distributors,Stockiest and sales of any product or service of Bangladeshi Company orof any Foreign Company in Bangladesh or elsewhere.

2. To carry on the business of General Trading, Export and Import of allCommercial permissible items, Dealers, Indenters, Broker, Manufacturing,Contractor, General Supplier, Buying and selling Agent. Wholesale andDistributors Dealers, Carrying of all and every kind of General and special

products Computer, Accessories and Network accessories and othercomputer and Internet related Product.

3. To carry on the business as manufacturer, importer and exporter ofdifferent kinds of Electronic goods.

4. To carry on the business of manufacturing, buying, selling, importing,exporting all types of beauty soap, lemon soap herbal soap, 2 in 1 soap,fairness soap, nail polish, remover, snow, talcum powder, anti-dandruffsoap, laundry soap detergent soap detergent powder, lipstick, beautycream, cold cream, shampoo, hair care oil, body lotion, spot cream,petroleum jelly, baby lotion, baby soap, baby oil, body spray, shavingcream, after shave lotion, tooth pest, tooth brush, hair die, black mehedi,vaseline, tissue paper, toilet paper, washing powder, hair dye and all othercosmetics items.

5. To buy, sell, import, export or otherwise deal in all kind of edible oils, oilproducts and by products, other edible oil, coconut oil, palm oil and spices.

6. To carry on the business of Travel Agency, General Sales Agency, Traveland Tour operations and all sorts of tourism related business like rent-a-car, sight-seeing with travel guide, motel, hotel, restaurant in home andabroad.

7. To carry on the business of computer technology and all sorts of electronicitems and to manufacture, assemble, export buy sell and service includingsetting up of show-room, training center and otherwise deal in computer &other electronic goods.

=========================================

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OPTION 06: FOR GENERAL BUSINESS -03

1. To carry on the business as Internet service on line information Media

business and network Marketing plan, Family needs marketing andgoods any products.

2. To carry on the business and to establish with the modern equipment ofInternet service Telecommunication net work business. Moderncomputer business server on line business, sound receiving systemby the Internet media sound sending system by the Internet media,with all sorts of internet and same nature of business which isapplicable in near future

3. To carry on the business of local and international Courier Services

independently or with foreign collaboration or as foreign CourierService agents.

4. To carry on the business of Bus Service and any other sort of transportbusiness.

5. To carry of import and the business of City Express Service Systems ofCab, Taxi, Maxi, Car, Micro bus, double decker bus, bus, mini-busand auto-rickshaw.

6. To carry on business and to act as Traders, Exporter, Importer,Merchants, Indentors, Marketing Agents, Buying house, Commission

Agents, Shipping Agent, Clearing and Forwarding Agents,Distributors, Stockiest and sales of any product.

7. To carry on the business of Shopping Mall, Chinese Restaurant,Restaurant, Hotel, Motel, Cottage, Catering, Cafe, RefreshmentRoom and Lodging House all kinds, Sports House, Indoor Gamessuch as Carom, Chess, Table Tennis, Golf, Billiard, Badminton,Swimming Pool, Gymnasium, Drinks, Caterers for Public

Amusements, Hair dressers, Perfumes, Proprietors of Clubs, HealthClubs, Fishing Boat, Children Park.

========================================

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OPTION-07: FOR GENERAL BUSINESS /

MANUFACTURING

1 To set-up establish and maintain industries for manufacturing of steam

boiler, stem iron, stem roller, vacuuming table, water softener, thread sucking

machine, thread rewinding machine, aluminum, M.S.sheet & SS sheet,

perforated and plain praline, ceiling unit, tee bar, angel, zed and U sections

and all sorts of aluminum/MS/SS fitting of road transport, rail coach, textile

sections and air condition grills & diffusers fabricator.

2 To carry on business of Steel/SS door, window and pipe line installation.

3 To carry on the business of acoustical works, consultants, Armstrong andallied types of metal suspension system of false ceiling and interior

decoration.

4 To carry on the business of producer & manufacture all sorts of

aluminum/Steel furniture, anodizing, electro-galvanizing and all kinds of nickel

works.

5 To carry on the business of marketing, import, export, manufacturing,

assembling, installing, repairing, buying, selling in Bangladesh & abroad of all

kinds of Aluminum/ Steel/ electrical/ electronics/ digital products, furniture and

sorts of allied products, peripherals including electric/ electronic / digital

equipment like transformer, electric iron, electric switch, IPS, UPS, computer,

computer monitor, computer software, networking accessories, cooling

tower, chiller, air handing unit, fan coil unit, refrigerator, television, air

condition, oven, water pump, motor, power generator Diesel/Gas, vertical

lifter, escalators, industrial exhaust fan, humidifier, de-humidifier, digital

camera, industrial compressor, electrical cable, energy power light, optical

fiber, telephone cable, LT/ST panel board, PFI switch gear, mobile phone,

steel/SS sheet, steel/SS plate, all kinds of pipe, all kinds of accessories &

tools, all kinds of Boiler/ Water treatment/ Textile/ Dyeing / Lather / Plastic

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Chemical, Boiler & Burner spares, Garments finishing machinery, Water filter

& Dispenser.

6 To carry on the business of indenting, trading, commission agents and

export, import, buy, sell and deal in and with whether as principals agents.

7 To carry in Bangladesh or elsewhere trade, business manufacture, and/or

to act, as business agent, managing agents, selling agents, local agents, sub-

agents, sole agents, handling agents, commission agents, indenting agents,

indenters, stevedores, brokers for the benefit of the company.

=============================================

OPTION 08: FOR CONSTRUCTION / REAL

ESTATE

1. To carry on the business of real estate, housing and apartment and to do

and carry on the business of buyer, seller of flats, apartment, buildings rooms,

huts and to undertake construction of Super market, Shopping centre, shopping

complex, community centres. And to arrange for sale or let out of those to

general public or to hold it for their management.

2. To do and carry on the business of development of building and

apartments and sell and dispose of the said buildings and apartments and

business of builder, engineers, architects and contractors and to build townships,

gardens, markets, housing estates or other buildings or conveniences, drainagefacilities, utility services electricity, water supply, sewerage installations and to

deal with the same in any manner.

3. To provide lands, buildings, apartments, houses, flats, rooms, huts, or

other accommodation constructed or to be constructed by the Company for

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members thereof and others on their behalf construct such buildings apartments,

houses, flats, rooms, huts and other accommodation on terms and conditions

that may be agreed upon by and between the parties.

4. To develop and run to account any land acquired by the Company or in

which the Company is interested and particular by laying out and preparing the

same for building purpose, construction, altering and pulling down, decorating,

maintaining, furnishing and fitting up and improving buildings and by planting,

paving, drawing, forming, cultivation, letting on building, lease or building

agreement and by advancing money to and entering into contacts arrangements

of all kinds with builders, tenants and others.

5. To act as Consulting Engineers, Architects, Planner, Surveyors &

Demographic Surveyors, Estimators, Valuers, Designer and Supervisors.

6. To carry on the business of Constructors / Builders, Erects, Engineers,

Structural and Architecture designers, contractors, civil, Mechanical, Electrical,

Chemical and Metallurgical, Electronic, Telecommunication, Bio-medical,

Computer Engineers and consultants under taking to execute, contracts, to

design, plan, build, fabricate, maintain, develop, improve work, control and

manage any buildings, road, bridges, railways, tramways, waterways, dockyards,

Sea ports, Air ports, gas works, reservoirs electric power station, power sub-

station, power transmission & distribution, heating, ventilation, Air conditioning

(HVAC) and light supply works, telecommunication works, stores and other like

works and to contribute or otherwise assist or take part in the construction,

maintenance development, working and management thereof.[

7. To carry on the business of construction, manufacture, import, export,

erection, fabrication of aluminium doors & windows, all interior decorative works,

Paints, Plastic, timber, Glass & furniture works, sound control works and

acoustics, works with Gypsum board, Mineral board, Ply wood, Painting &

varnishing & related works requiring interior & exterior design.

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=======================================

OPTION 09: FOR e-BUSINESS

1. Primarily to promote the development and advancement of

computer systems, Information and Communication Technology (ICT) andSoftware, and carry on, undertake and conduct related business and do allmatters and things incidental there to.

2. To encourage and assist in the balanced development of thesoftware and information services industry in Bangladesh.

3. To work closely with ICT area with a view to enabling theBangladesh Software and Information Technology industry reach globalpre-eminence.

4. To acquire and take over as a going concern the business nowcarried on in Bangladesh by ICT Company.

5. To maintain all information relating to the clients businessoperations, practice and related systems in absolute confidentiality. Thesuccess surmounted through the humble reputation of developing varioussoftware at attractively low cost ensuring better product lives.

6. To provide full range of Systems Software & Hardware Solutionproducts and peripherals.

7. To help in the development of financial systems required bySoftware and Information Services industry.

=========================================

OPTION 10: FOR GARMENT / TEXTILE

1. To buy, sell, import, Export, indent and deal with all sorts of machineries,Equipments, spares and all other mechanical, technical and non technical itemsand appliances, parts and components required directly or indirectly for set up.establish, promote, develop, manage and smooth running of garments industry topromote its production, storing, marketing, selling, and distribution purposes bothat home and abroad.

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2. To buy, sell, export, import, indent, promote and deal with sewing thread,collar bone, embroidery thread, buttons, hooks, plastic clips, chains, labels,printed or plain boxes and any other items those may be required for rawmaterials, packing materials and garments industry both home or abroad.

3. To establish and operate Knit composite mills, textile mills, sizing, dyeingor printing mills, finishing mills both for manufacturing of knit and woven fabricsmade of cotton, synthetic, woolen, rayon and any other fibers for 100% exportpurpose.

4. To carry on the business of designing, manufacturing, dyeing, printing andmarketing readymade woven & knit garments including all kinds of casual wareand Ladies and Gents, garments and requisites made of both synthetic and non-synthetic materials produce by mechanized, semi-mechanized means forimporting and exporting from and to countries of the world.

5. To Set up, establish, build, construct, run, manage and install textile mills,cotton mills, weaving, dyeing and finishing facilities, garments factory and anyother like business of spinning, knitting and or otherwise manufacturing,bleaching, merchandising, calendering, finishing and selling domestic method orexport of cloth, yarns and other like nature of goods and merchandise.

6. To set up a 100% Export oriented ready-made garments factory withembroidery machine manufacturing wears & children wears of various kinds,sizes and designs made of cotton yarn, nylon, rayon, polyester silk, artificial silkand other fibrous materials and also to buy, sell import and otherwise deal ofcotton yarn, silk, artificial silk, nylon or fibrous materials and also the products

and by products made thereof.

7. To carry on all or any of business of dress makers, export orientedgarments, designers tailors clothing outstanding outfitters, glovers dealer inReady-made Garments, Sweater Factory, Woven, cotton, nylon, silk, artificialsilk, woolen goods, Leather, Plastic, jumpers, rayon, jute goods, textile & juteindustry and knitting of all sorts

============================================

IV. The liability of the members is limited.

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V. The authorised share capital of the company is Tk.10,00,00,000 (TakaTen Crores) divided into Ordinary and preferential shares. There shall bea total of 10,000 (Ten thousand ) shares each of Taka 10,000 (Taka Tenthousand only) with the power to increase or reduce the capital, to dividethe shares in capital for the time being into several classes and to attach

hereto respectively such preferential, deferred, qualified or special rights,privileges or conditions as may be determined by or in accordance withthe regulations of the company and to vary, modify or abrogate any suchrights, privileges or conditions in such manner as may for the time beingbe provided by the Articles of the company and consolidate, sub-divide theshares and issue shares of higher or lower denomination.

We, the several persons, whose names, addresses and descriptions aresubscribed are desirous of being formed into a company in accordance with theMemorandum of Association, and we respectively agree to take the number of

shares in the capital of the Company set opposite to respective names below:

Name, Address, Nationality &

Occupation of the Subscriber

Number ofShares Taken

by EachSubscriber

Signature of the Subscriber

1. ..Father . Mother: .

Address:.

Age Occupation... TIN :

Nationality...

Phone/Mobile.

2. ..

Father . Mother: .

Address:.Age Occupation... TIN :Nationality ..

Phone/Mobile.

Dated-------------day of --------- 2009

WITNESSES:

1. 2.

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THE COMPANIES ACT 1994

(ACT. XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

Articles of Association

of

LTD.

PRELIMINARY

1 The Regulations contained in the schedule-1 of the companies Act , 1994shall apply to this company with respect to such provisions as are applicableto a Private Limited Company , so far only as they are not negative ormodified by or are not contained in the following articles or any other articlesthat may from time to time be framed by the company.

2 In construing of these Articles unless there shall be something repugnant inthe subject or context inconsistent there with :-

a. "Act" means the Companies Act, XVIII of 1994.

b. "Company" means the .. .. LTD.c. "Office" means the Registered Office of the Company for the time

being.d. "Year" means the English Calendar year as followed by the

Company.e. "Month" means the calendar month according to the English

Calendar year.

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f. "Directors" means the Board of Directors of the Company for thetime being.

g. "Board" or "Board of Directors" means the Board of Directors of theCompany for the time being.

h. "In Writing" means written or printed, partly written and partly

printed and includes lithography, type printed and other meansrepresenting word in a visible form.

i. Word imparting the singular number only includes the plural numberand vice versa.

j. "Member" means the legal owner the share name where of beingappeared in the Members register.

PRIVATE COMPANY

3. The Company is a Private Limited Company within the meaning of section2(1) under clause (Q) of the companies Act,1994 and accordingly thefollowing shall apply:-

a. No invitation shall be issued to the public to subscribe for any share,debenture of the company;

b. The number of members of the Company (exclusive of the persons inthe employment of the company) shall be limited to fifty; and

c. The right to transfer shares of the company is restricted in themanner and to the extent hereinafter provided.

SHARE CAPITAL

4. The Authorized Share Capital of the Company is Tk. 10,00,00,000/- (TenCrore) divided into 10,00,000 (Ten Lac) Ordinary Shares ofTk.100/- eachwith power to increase or reduce the same value of its shares.

5. Subject to the provisions of the Articles, the share shall be under the controlof the directors who may allot or otherwise dispose of the same.

COMMENCEMENT OF BUSINESS

6. The business of the Company shall be commenced from the date ofincorporation of the company.

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SHARE CERTIFICATE

7. The certificate of title to share and duplicate thereof whenever necessaryshall be issued to the members under the common seal of the company and

shall be signed by the Chairman and Managing Director of the company.

8. If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such evidence being produced and such indemnity (if any) beinggiven as the Directors require and (in case of defacement or wearing out) ondelivering of the old certificate and on payment of such sum not exceedingTk.5.00 as the Directors may from time to time require.

LIEN

9. The company shall have a paramount lien on every share (not being a fullypaid share) for all moneys called or payable at a fixed time in respect of thatshare, the company lien, if any, on a share shall extend to all dividendspayable thereof.

TRANSFER AND TRANSMISSION OF SHARES

10. No transfer of any share shall be made or registered without the approvalof the Board of Directors who may without assigning any reason decline togive any such approval and shall decline any transfer involving

contravention of clause 3(b) of these articles. No share shall betransferred to any outsiders as long as any existing member is willing topurchase the same at a fair value to be determined by the Directors in aBoard Meeting.

11. The certificate of shares shall accompany the Instrument of Transfer ofshares for transfer of shares previously approved by the Board of Directors.

12. In the case of death of a member, the survivor where the deceased was ajoint holder, and the legal personal representative of the deceased where he

was a sole holder, shall be the only persons recognized by the company ashaving any title to his interest in the shares, but this Articles does not releasethe estate of a deceased sole/joint holder from any liability in respect of thesaid share.

BORROWING POWER

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13. The Managing Director may from time to time with the approval of the Boardof Directors may borrow from any source either from any commercial orschedule banks, or financing institutions or firms any sum of money requiredfor the purpose of the company and secure the payment or repayment ofsuch money so borrowed in such manner and upon such terms and

conditions in all respects duly approved by the Board of Directors deemed fitin particular by hypothecation or charge on all or any part of the property ofthe company (both present and future) including its uncalled capital for thetime being.

GENERAL MEETING

14. The general meeting of the company shall be held within eighteen monthsfrom the date of incorporation of the company and thereafter once in every

calendar year (not being more than fifteen months after holding of the lastpreceding general meeting) at such time and place as may be decided bythe Directors of the company. The above mentioned general meeting shallbe called "ORDINARY GENERAL MEETING" and all other general meetingof the company shall be called "EXTRA-ORDINARY GENERAL MEETING".

15. The Directors may at any time call an extra-ordinary general meeting and anextra-ordinary general meeting may also be called on requisition made bythe shareholders in accordance with the provisions of section 84 of thecompanies Act 1994.

APPOINTMENT AND REMOVAL OF A DIRECTOR

16. The company may appoint or remove a Director from the company in itsAnnual General Meeting.

PROCEEDING OF GENERAL MEETING

17. Subject to the provision of section 87(2) of the Companies Act, relating to

special resolutions at least fourteen days notice specifying the place, the day

and the hour of the general meeting and in case of special business, the

general nature of such business, shall be given to the members in such

manner as may be prescribed by the company in a general meeting, but

accidental omission to give such notice, to or non-receipt of such notice by

any member shall not invalidate the proceedings of the general meeting. A

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general meeting may, with the consent in writing of all the member be

convened by a shorter notice and in any manner they think suitable.

18. No business shall be transacted at any general meeting unless the quorum

of members is present at the time when the meeting proceeds to transactbusiness. TWO members personally present shall form the quorum of anygeneral meeting.

VOTE OF MEMBERS

19. No member shall be entitled to vote unless all installments or calls or othersum or sums presently payable by him, in respect of his holding of shares inthe company has been paid.

DIRECTORS

20. Until otherwise determined in the general meeting the number of Directors ofthe company shall not be less than TWO and not more than TEN.

21. The following persons shall be the first Directors of the company.

1.

2. .

22. The qualification of a Director shall be holding of share of 1000 (Onethousand) ordinary shares of Tk.100/- each in the Share Capital of theCompany in his/her own name alone and not jointly with any others.

23. The remuneration of a Director shall not exceed Tk.500/- (Taka fivehundred) each for meeting of the Directors attended by him together withsuch traveling and other expenses as may be incurred for attending themeeting.

24. If any Director be called upon to perform any extra service or to make anyspecial exertion for the Company, the Directors so doing may beremunerated either by a fixed sum or by a percentage on the profit of the

Company as may be decided by the Company in General Meeting.

25. Every Director shall vacate his office in the event of:

a) He is failing to obtain the qualifying share.b) He becoming bankrupt or insolvent or on becoming unsound mind.c) He resigning from the office by giving notice in writing to the

company.

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d) And if he acts in contravention of the section 86(f) of the CompaniesAct 1994.

QUORUM

26. Until otherwise determined by the Company in general meeting 2 (TWO)Directors present in person shall form the quorum of board meeting.

POWER OF DIRECTORS

27. The Management and control of the business of the company shall bevested in the Board of Directors who in addition to the powers andauthorities by these presents or otherwise expressly conferred on them mayexercise all such powers and do all such acts and things as may beexercised or done by the company and are not hereby or by the act

expressly directed or required to be exercised or done the company ingeneral meeting, but subject nevertheless to the provisions of the act and ofthese presents and to any By-law from time to time made by the Companyin general meeting, provided that no regulation so made shall invalidate anyprior act of the Directors which would have been valid if such regulation hadnot been made.

28. Without prejudice to the general powers conferred by the last precedingArticle and the other powers conferred by these presents, it is herebyexpressly declared that the Directors shall have the following powers that isto say, power:-

1. To pay the costs, charges and expenses preliminary and incidental tothe promotion, formation, establishment and registration of theCompany.

2. To purchase or otherwise acquire for the Company any property, rightsor privileges that the Company is authorized to acquire at such priceand generally on such terms and conditions, as they think fit.

3. To pay for any property, rights, and privileges acquired by the companyin cash or in shares of the Company and any such shares may be

issued either as fully paid up or with such amount credited as paid upthereon as may be agreed upon.

4. To secure the fulfillment of any contract or engagements entered into bythe Company by mortgage or charge on all or any of the property of theCompany and its unpaid capital for the time being or in such othermanner as they may think fit.

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5. To accept from any member, on such terms and conditions as shall beagreed but subject to the provisions of the act, as surrender of his shareor any part thereof.

6. To deal with any of the moneys of the Company not immediately

required for the company's purpose in or upon such investments orsecurities (not being shares in this company) and in such manner asthey may think fit, and from time to time to vary or realize suchinvestments.

7. To provide for the welfare of the employees or company and their wivesand dependents and to award bonus or other payments for the benefitsof such persons as may appears to the Directors just proper and to setaside a portion of the profit of the company to form a fund to build orcontribute to the building of houses and subscribing to provident fundand other funds and establishment of schools, recreation centers and

hospitals which will, the opinion of the Directors, tend to increase therepute of the company among its employees and the public.

CHAIRMAN

29. . shall be the first Chairman of the Company for a period of 5(Five) years from the date of incorporation. He will preside all over themeeting and supervision all the activities of the company.

MANAGING DIRECTOR

30. .. shall be the first Managing Director of the company for aperiod of5 (Five) years from the date of incorporation. His remunerationshall be fixed by the general meeting.

31. Subject the control and supervision of the Board of Directors, the ManagingDirector shall exercise the following powers:-

1. Control over the management of the business of the company withfull power to do all acts, matters and things deemed necessary,proper and expedient for carrying on the normal day to day businessof the Company.

2. To make and sign all contracts to the business of the Companyincluding contracts for sales and purchases and contracts for leasesof property.

3. To have the engagement and dismissal of managers, other officers,assistants, clerks, agents and special services and to determine their

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authorities and duties and to fix their authorities and to fix theirremuneration's.

4. Full power to draw, sign, accept, endorse and negotiate, on behalf ofthe company, all bills of exchange, promissory notes, cheques,

government papers and securities and all other instruments as shallnecessary, proper and expedient for carrying on the business of thecompany.

5. To sign all receipt for money paid to the company and all vouchers ofpayment made by the company and such signature shall be aneffectual discharge for the money's therein stated to have beenreceived or paid.

6. All the power, authority and discretion of the Board of Directors of theCompany except as those which are otherwise stated by the

Companies Act 1994 or by these presents are expressly directed tobe exercised by the Board of Directors collectively or by theshareholders in general meeting.

BANK ACCOUNT

32. The company shall open Bank Account(s) with any schedule Bank in Bangladeshand abroad and shall be operated the same by the Joint Signature of the Chairmanand the Managing Director or as per decision by the Board of Directors of thecompany.

COMMON SEAL

33. The common seal of the Company shall not be affixed to any instrument except bythe authority of a resolution of the Board of Directors in the presence of at least twoDirectors who shall sign such instrument to which the seal of the Company is soaffixed in their presence.

ACCOUNTS

34. The Directors shall cause to be kept proper books of account with respect to:-

a. All sums received and spent by the Company.b. All sales and purchases of goods and services by the Company.

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c. The assets and liabilities of Company.

35. The books of account shall be kept at the registered office of the Company or atsuch place as the Directors shall think suitable and shall be open to inspection bythe Directors during business hours.

AUDIT

36. Once at least every year the accounts of the Company shall be examined and thecorrectness of the profit and loss account and balance sheet ascertained by one ormore Auditors appointed for the purpose and the provision of section 210 to 213 ofthe companies Act 1994.

37. The company in general meeting shall fix the remuneration of the auditors exceptthat they fix the remuneration of any auditor appointed by the Board of Directors.

INDEMNITY

38. The Managing Director and Directors, Officer, Servant shall be indemnity by theCompany for all losses and expenditure incurred by him or them respectively in orabout the discharge of their duty except their willful Act, neglect or default and shallbe the duty of the directors to pay out of the fund of the company in cash all lossesand expenses which the Managing Director or any other directors, officers orservants may in any way incur in the discharge of his or their duties and the amountfor which indemnity is provided shall immediately attach a lien on the property ofthe company and have priority over all claims.

ARBITRATION

39. If and whenever any difference shall raise between the Company and any of themembers of their representative touching the construction of any of the Articleherein contained or any Act. matter or thing mad, done or omitted in regard to therights and liabilities arising hereunder or arising out of the regulation existingbetween the parties by reasons of these presents or of the statutes or any of them,such difference shall be forthwith referred to two Arbitrators, one to be appointed byeach party and difference to an Umpire to be chosen by the Arbitrators beforeentering on the consideration in accordance with the provisions of the Arbitration

Act, 2001.

WINDING UP

40. It the company shall be wound up, the surplus assets shall (subject to any rights

attached to special class of shares forming part of the share capital for the time

being of the company) be applied first in the payment of the capital paid up on the

ordinary shares and the excess (if any) shall be distributed among the members

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holding ordinary share in proportion of the member of ordinary shares held by them

respectively at the commencement of the winding up.

We, the several persons whose names and address are subscribed are desirous of being

formed into company in pursuance of this Articles of Association, and we respectively

agree to take the number of shares in the capital of this company set opposite to our

respective names:-

Name, Address, Nationality &

Occupation of the Subscriber

Number ofShares Taken

by EachSubscriber

Signature of the Subscriber

1. ..Father . Mother: .

Address:.

Age Occupation... TIN :

Nationality...

Phone/Mobile.

2. ..

Father . Mother: .

Address:.Age Occupation... TIN :Nationality ..

Phone/Mobile.

Dated: The .......................... day of ...........................2009.

Name of Witness with description

1.

2.