ASSIGHNMENT AND AGREEMENT TO SELL

This Agreement is made at Lahore on this _______________day of __________, 2005.

BETWEEN
M/s Magreb Development Corporation (Pvt) limited a company incorporated under the
Companies Ordinance, 1984 and having its registered/ central office at 701-702- Fortune
House Sharah-e- Faisal, Karachi acting through its Chief Executive Mr Mahmood Ahmad
who is authorised to execute this Agreement pursuant to the resolution_____ dated
________(hereinafter referred to as "the Seller of the one part which term, where the
context so permits, includes its nominees, assigns and successors-in-interest);

AND
1.

M/s Nishat Mills Limited a public limited company incorporated under the
Companies Ordinance, 1984 and having its registered office at 53- A Lawarance
Road Lahore acting through its Director Mr_________________ who is
authorised to execute this Agreement pursuant to

the resolution_____ dated

________ passed by its Board of Directors.

AND
2.

M/s Nishat (Chunian) Limited a public limited company incorporated under the
Companies Ordinance, 1984 and having its registered office at 31- Q Gulberg II,
Lahore acting through its Director Mr___________________ who is authorised to
execute this Agreement pursuant to the resolution_____ dated ________ passed
by its Board of Directors.

(hereinafter referred to individually as "the Buyer and collectively as the Buyers of the
second part which expressions shall, where the context so admits, include its/their
respective nominees, successors-in-interest and assigns).
IN RESPECT OF
All that piece and parcel of land measuring 586 Kanals and 3 Marlas consisting and
comprising of the land more particularly described and enumerated in the Schedule of the
Property herein below together with all rights, corporeal and incorporeal including the
rights of easement, path, passage, light and air attached thereto or appurtenant thereof
(hereinafter referred to as "the Property") for a total sale consideration of
Rs.483,573,750.00 (Rupees Four hundred Eighty Three Million Five Hundred Seventy
Three Thousands And Seven Hundred Fifty only).

WHEREAS through an Iqrar Nama Mohaida Bea (Agreement to Sell) dated 22-11-2004
entered into between the Seller and the owners of the Property namely (i) Mr.
Muhammad Shafi, (ii) Khushi Muhammad both sons of Karim Bakhsh, (iii) Muhammad
Yousaf, (iv) Muhammad Munir both sons of Allah Bakhsh, (v) Mst. Ishrat Bano d/o Haji
Muhammad Bakhsh caste Arain all residents of Mauza Aasal Lakhowal Tehsil & District,
Lahore, (vi) Shamsul Haq, (vii) Sharful Haq, (viii) Muhammad Sohaib all sons of
Muhammad Yousaf caste Arain residents of Mauza Aasal Lakhowal Tehsil and District,
Lahore and Mst. Ishrat Bano w/o Muhammad Yousaf caste Arain resident of Mauza Aasal
Lakhowal Tehsil & District, Lahore (hereinafter referred to as "the Owners"), the Owners
have agreed to sell and the Seller has agreed to purchase Property. The aforesaid
Agreement to Sell dated 22-11-2004 (hereinafter referred to as "the First Agreement

to Sell) a copy whereof is attached hereto as Annexure A shall be an integral part of this
agreement,

AND WHEREAS the Board of Directors of the Seller through the Resolution
dated_________ has decided to convey and transfer in equal share to the Buyers by way
of assignment and transfer all their interests and rights acquired through the First
Agreement to Sell,

AND WHEREAS through the said Resolution the Board of Directors of the Seller has
also authorised Chief Executive of the Seller Mr Mahmood Ahmad to assign and transfer
all rights and interests of the Seller under the First Agreement to Sell in respect of the
Property in the manner mentioned above and enter into and execute an
Agreement/Instrument of Assignment on behalf of the Seller,

AND WHEREAS the Buyers are desirous of acquiring by way of assignment of all

rights and interests of the Seller under the First Agreement to Sell and purchasing
the above Property in equal share for a total sale consideration of
Rs.483,573,750.00 (Rupees Four hundred Eighty Three Million Five Hundred
Seventy Three Thousands And Seven Hundred Fifty only).
AND WHEREAS the Seller has agreed to assign all its rights and interests under the
First Agreement to Sell as well as to transfer absolute title in the Property to the

Buyers and the Buyers have agreed to acquire all rights and interests of the Seller
under the First Agreement to Sell and to purchase the Property on the following terms
and conditions:
1.

That the Seller hereby assigns and transfers all of its rights and interests
under the First Agreement to Sell to the Buyers in equal share to be
exercised jointly and severally for a total consideration of Rs.483,573,750.00

(Rupees Four hundred Eighty Three Million Five Hundred Seventy Three

Thousands And Seven Hundred Fifty only ).In order to further assure and
secure the Buyers the Seller hereby constitutes and appoints the Buyers,
acting jointly as its true and lawful attorneys for the purpose of assertion
and enforcement of all the rights and interests of the Seller in terms of the
First Agreement to Sell. It is hereby further clarified that the Buyers shall
be at liberty to demand to have the sale deed or deeds with respect to the
Property executed by the Owners directly in favour of the Buyers.

2.

That the Buyers have paid and the Seller has received a sum of Rs.
120,893,437.00 (Rupees One Hundred Twenty Million Eight Hundred
Ninety Three Thousands and Four Hundred Thirty Seven only) as earnest
money vide Cheque/ Demand Draft/ Pay Order No.______________ dated
__________drawn by the Buyer No. 1 on ___________________ Bank,
Lahore and vide Cheque/ Demand Draft/ Pay Order No.______________
dated __________drawn by the Buyer No.2 on ___________________
Bank, Lahore for Rs.60,446,718.5 each the receipt whereof the Seller
hereby acknowledges.

3.

That the remaining sale consideration of the assignments by the Seller of its rights
and interests under the First Agreement to Sell and for transfer of the Property to
the Buyers amounting to Rs.362,680,313.00( Rupees Three Hundred Sixty Two
Million Six Hundred Eighty Thousands and Three Hundred Thirteen only) shall
be paid by the Buyers

to the Seller on or before__________/ within _______

days/ weeks from the date of this Agreement.

4.

That the Seller hereby assures the Buyers and undertakes that sale deed(s) of the
Property shall be executed by the Owners in favour of the Buyers without any let
or hindrance, immediately on receipt by the Seller of the entire remaining sale
consideration of the Property amounting to Rs.362,680,313.00( Rupees Three
Hundred Sixty Two Million Six Hundred Eighty Thousands and Three Hundred
Thirteen only). Provided further that in case sale deed of the Property is executed
by the Owners in favour of the Seller, the Seller shall, immediately upon
execution of the said sale deed in its favour, execute sale deed or deeds of the
Property in favour of the Buyers without any let or hindrance.

5.

That the Seller hereby assures the Buyers and undertakes that immediately on
execution of the sale deed in favour of the Buyers by the Owners or by the Seller,
as the case may be, vacant possession of the Property shall be handed over to the

Buyers by the Seller or the Owners, as the case may, be without any let or
hindrance.
6.

That the Seller has assured the Buyers that it has absolute right and power to
assign and transfer to the Buyers its rights and interests under the First Agreement
to Sell; there is nothing in the First Agreement to Sell that debars the Seller from

assigning or transferring to the Buyers its aforesaid rights and interests and that
the Owners are in possession of the Property having a good and marketable title
thereto. The Seller has further assured the Buyers that it has enquired about the
title of the Owners in the Property and the same is totally free from any
encumbrances, charges, liens or disputes and that there is no other factor or reason
which could/ can adversely affect the right of the Owners or of the Seller to

execute First Agreement to Sell or this Agreement respectively.

7.

That the Buyers have been further assured by the Seller:

(i)

that it will fulfill all the terms and conditions of the First Agreement to Sell
and will make payments to the Owners, of all the remaining installments of
the sale consideration of the Property payable by it to the Owners under the
First Agreement to Sell , on the dates specified therein.

(ii)

that there is no material defect in the Property or any part thereof or in the
Owners' title thereto and that the Owners have full rights of ownership and
lawful authority to sell, transfer and convey the same to the Seller or the
Buyers as the case may be and that the Seller has full right, authority and
power to assign and transfer its rights and interests in respect of the Property
under the First Agreement to Sell.

(iii)

if default is committed by the Seller in fulfillment of any terms of the First

Agreement to Sell resulting in the cancellation of the same by the Owners or
if anything is found to the contrary to assurances given by the Seller under this
agreement and in consequence thereof the Buyers are put to any loss or
inconvenience, the Seller undertakes to indemnify the Buyers for all losses
and damages resulting from such defects in the title of the Owners in the
Property or in the Seller's right to assign its rights and interests under the First
Agreement to Sell.

(iv)

If for any reason whatsoever absolute and perfect title of the Property
along with vacant and peaceful possession is not transferred to the
Buyers within ____ months of this agreement such failure of
consideration for which the sale consideration of Rs.483,573,750.00 was
payable by the Buyers, the Buyers shall be entitled to refund/
reimbursement of the entire consideration amount paid by them along
with other compensations and damages in terms of this agreement.

8.

That if the Seller commits breach of this Agreement or any terms hereof, it will in
addition to its liability to refund the earnest money/part consideration received by
it pay to the Buyers liquidated damages of Rs.__________ (Rupees
___________________ Only) which combined amount shall be increased by 1%
per month for each month after________, 2005 till such time the actual payment
is made. The Buyers shall further be entitled to avail all legal remedies in this
regard.

9.

That all the expenses in connection with the execution of the sale deed or deeds in
favour of the Buyers shall be borne by the Buyers.

SCHEDULE OF THE PROPERTY

All that piece of parcel of the land consisting of:
i)

the land measuring 396 Kanals-17 Marlas out of the total land measuring
401 Kanals 1-Marla bearing Khewat No.122, Khatuni No.320 and Khasra
Nos. 2002/1(7-17), 2065/(6-0), 2068/(8-0), 2069/(8-0), 2070/(4-15), 2071/(4-9),
2073/(8-0), 2072/(7-16), 2074/(8-0), 2075/(8-0), 2076/(8-0), 2077/(8-0), 2078/(80), 2079/(8-0), 2100/(4-0), 2101/(4-0), 2102/(7-18), 2103/(8-0), 2104/(8-0) 2105/
(8-0) 2106/(8-0) 2107/(8-0) 2108/(8-0), 2109/(8-0), 2110/(8-0), 2111/(8-0), 2183/
(2-0), 2189/(8-0), 2190/(8-0), 2191/(7-11), 2192/(8-0), 2193/(4-2), 2194/(7-11),
2003/(8-0), 2112/(8-0),

ii)

the land measuring 127 Kanals-18 Marlas out of the land measuring 131Kanal 9-Marla

forming part of land bearing Khewat No.118, Khatuni

No.316 and, Khasra Nos.2113/(8-0), 2114/(8-0), 2115/(8-0), 2116/(7-0), 2117/

(8-0), 2118/(8-0), 2119/(1-5), 2120/(9-8), 2121/(8-0), 2123/(7-11), 2124/(7-11),
2125/(9-6), 2153/(8-0), 2164/(8-0),2160(7-11), 2162(8-0), 2163(8-0) measuring
137 Kanals -18 Marlas,

iii)

the land measuring 2 Kanal 4-Marlas bearing Khewat No.85, Khatuni

No.275 and Khasra Nos.2154(0-10)and 2155(1-14) and the land measuring
1 Kanal -16 Marlas bearing Khewat No.91, Khatuni No.262/1 and Khasra
Nos.2177(1-7) and 2179(0-9),

iv)

the land measuring 50 Kanal 6-Marlas bearing Khewat No.92, Khatuni

No.282 and Khasra Nos. 2159(0-15), 2168(8-0), 2180(0-9), 2181(7-11),
2182(8-0), 2169(8-0), 2128(8-0), 2129(8-0), 2130(1-11) and

v)

the land measuring 8 bearing Khewat No.82 Khatuni No.272 Khasra

Nos.2165(8-0)
all situated at HadBast Mauza Aasal Lakhowal Tehsil & District, Lahore.

IN WITNESS WHEREOF the parties hereto have set their hands to this Agreement on
the day and year first hereinabove written.

SELLER

BUYERS

________________________

1_____________________

M/s Magreb Development Corporation

(Pvt) limited through its Chief Executive
Mr.Mahmood Ahmad

M/s Nishat Mills Limited

through its Director
Mr.____________.

2_____________________
M/s Nishat ( Chunian) Limited
through its Director
Mr._______________
WITNESSES:
1. ________________________
2. ________________________