Memorandum of Understanding for Credit Rating.

This Memorandum of Understanding (MOU) is being made today the 22nd day of
August Christian era two thousand and seven.

Between

Credit Rating Information and Services Limited (CRISL), a joint venture rating
agency established in Bangladesh and addressed at Nakshi Homes (4th floor), 6/1A,
Segun Bagicha, Dhaka-1000, represented by its President and CEO, Mr. Muzaffar
Ahmed, hereunder called the First Party

And

Mercantile Insurance Company Limited. a general Insurance Company established

in Bangladesh and addressed at 61 Motijheel Commercial area Dhaka 1000 represented
by its Managing Director, Mr. Nuruzzaman Khan , hereinafter called the Second Party

Whereas the first party is a rating agency licensed by the Securities and Exchange
Commission as per the provision of the Credit Rating Companies Rule1996 and now
involved in offering rating services as per the above-mentioned Rules promulgated by
the Securities and Exchange Commission.

Whereas the Second Party needs rating services in connection with various purposes
and accordingly requested the First Party to determine its credit rating

Now both parties have understood and agreed as follows:

1. The Second Party has requested the First Party to carry out the rating of the
second party as required by them for various purposes.

2. That the first party will require both the financial, operational data and other
related data / information for its independent analysis and assessment. The
Second party has agreed to provide such data / information as required by the
First Party while rating.

3. That the first party has agreed to undertake the rating assignment and
complete the same within six weeks from the date of providing all information
required vide CRISL’s primary questionnaire and satisfying subsequent queries

4. That the First Party has agreed to undertake the assignment at a fee of Tk
1,70,000 ( Taka one lac seventy thousand ) only net of VAT. The Second party
is pleased to enclose a Pay Order no/cheque no ---------- dated ------- for
Tk.85, 000 (Taka eighty five thousands) only in favour of Credit Rating
Information and Services Limited, being the payment of 50 % of the above
rating fee. The remaining 50% of the fee i.e. Tk85000 (Taka eighty five
 thousands ) only will be paid after the submission of the draft report and before
the declaration of rating.

5. That entire information and clarification furnished by the Second Party for
facilitating rating shall become the property of the first party, subject to such
information being used only for the Second Party’s rating and peer analysis

6. That for determination of credit rating of the Second Party, the First party will
base its judgement on the current information available/ made available to it
and not on any subsequent information.

7. That both the parties agreed to update the rating on annual basis through
surveillance at a fee of Tk. 1,30,000 (One lac and thirty thousand) only per
surveillance. Mode of payment will be as per clause 4.

8. That the First Party does not guarantee the completeness of accuracy of the
information on which the rating is based.

9. That the right to accept and use the rating shall rest solely with the Second
Party. Once it is accepted and decided by the Second Party to use the rating
assigned, it would confer upon First Party, the right to publish the same.

10. That in the event of failure on the part of the Second Party to furnish such
information, material and clarification as required by the first party from time to
time or to pay the fee as and when due, the first party shall have the right to
suspend / withdraw the rating assigned and publish the same.

11. That the First Party reserves the right to disclose, in public interest, to the
appropriate regulatory Government bodies /agencies, the correct position in
case of any allegation of misstatement by the second party in the public
documents or publicity materials about rating assigned.

In witness whereof the parties set their respective hands hereunder on the date, month
and year above first mentioned.

Md Nuruzzaman
Muzaffar Ahmed Managing Director
President & CEO Mercantile Insurance Co. Ltd
Credit Rating Information and Services
Limited

Witness Witness

Khan Abdus Sobhan

General Manager Mr -------------
Designation