Tri-party Agreement

This Joint Venture Agreement ("JVA") is entered into as of this ____ day of 2014 (the
"Effective Date")
By and Between

.....................................represented by its........................., a private limited company

incorporated in Bangladesh under the Companies Act, 1994 and having its Registered Office
at ...........................hereinafter referred to as ............., which expression shall, be deemed to
mean and include its successors-in-interest and assigns of the FIRST PARTY;

And

VITTI Engineering Ltd, incorporated under the laws of Bangladesh under the Companies
Act, 1994 and having its Registered Office at PBL Tower, 17 Kamal Ataturk Avenue,
Gulshan-2, Dhaka-1212, and working office at 196, Dr. Kudrat-E-Khuda Road, (Judge Goli)
Elephant Road, Dhaka 1205, Bangladesh hereinafter referred to as VITTI, which
expression shall, be deemed to mean and include its successors-in-interest and assigns of the
SECOND PARTY.

W I T N E S S E T H:

WHEREAS the Parties wish to work jointly to Submit quotation and develop the project
named , facilities to be tendered for by------------- (the "Project");

WHEREAS the Parties are entering into this JVA to confirm the discussions they have had to
date regarding the develop the Project jointly, and to set forth their respective rights and
obligations with respect thereto; and

NOW, THEREFORE, consistent with these goals and understandings, the Parties hereby
agree as follows:

1. PURPOSE

The purpose of this JVA is to set forth the basis on which the Parties will work together
to development of the said Project.

2. MANAGEMENT OF DEVELOPMENT

A. Management Committee

A management committee (the "Management Committee") shall be formed,

composed of representatives from the FIRST PARTY and SECOND PARTY in
order to manage the activities related to the development of the Project.
Decisions of the Management Committee shall be by unanimous vote. The
Management Committee shall prepare a budget and schedule and undertake such
 other matters as it shall consider necessary in order to facilitate the development
of the Project until the Project Company has been formed.

B. Quotation/Bid Preparation

The Management Committee shall oversee the preparation of the quotation/bid

for the selected site/s. Both Parties will provide the Management Committee
with all required assistance in connection with the quotation/bid offer.

C. Document Submissions

No document may be submitted in connection with the quotation/bid unless it has

been approved by the Management Committee.

D. Bank Guarantee/Security Deposit against advance Payment (Mobilization Fee)

will be provided by FIRST PARTY 70 percent & SECOND PARTY 30 percent ,
if required.

3. SHARE OF THE PROJECT:

FIRST PARTY will hold 70 percent of the share of the project.

SECOND PARTY will hold 30 percent of the share of the project.

4. INVESTMENT FOR THE PROJECT:

FIRST PARTY will invest 100 percent of the total investment. SECOND PARTY will
take the responsibility to manage the project.

No investment will be required until the Project is awarded to the JV Company.

5. PROFIT SHARE FOR THE PROJECT:

FIRST PARTY will get 70 percent of the total net profit.

SECOND PARTY will get 30 percent of the total net profit.

The payment from the tenderer will be submitted to the bank account will be opened by
the JV company. Both Parties may take their profit share from the running bill but not
more than estimate profit for that running bill.

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 6. SUBSEQUENT PROJECT ACTIVITIES

SECOND PARTY will be responsible for Project Management during the

construction phase of the Project. FIRST PARTY will assist SECOND PARTY
to execute the Project by financing and providing required equipment &
resources.

The Joint Venture Company will open a bank account which will be operated by
two assigned members from each party.

SECOND PARTY will take responsibility to obtain the project. SECOND PARTY
will also take responsibility to facilitate the running bill.

7. EXCLUSIVITY

A. The Project

Each Party agrees to collaborate solely with the other Party hereto with respect to
development of the Project during the Term of this JVA. During the Term, it is
agreed that neither Party shall take any independent action, directly or indirectly,
to develop the Project. In the event of a withdrawal by one of the Parties prior to
the expiration of the Term, the withdrawing Party may not take any action,
directly or indirectly, to develop the Project.

B. Other Sites

No Parties shall independently compete/collude/collaborate or participate with an

external party or have any connection directly or indirectly with any other
external party to quote/bid for this project/site during this bidding process or
Project for which this JVA is valid.

6. INFORMATION

A. Confidentiality

During the Term, and for a period of two (2) years thereafter, all confidential
and/or proprietary information of any Party (the "Disclosing Party"), whether oral
or written or contained in any medium whatsoever, that is made available to or is
obtained by the other Party (the "Recipient") shall be kept confidential by the
Recipient and such information shall not be divulged to any external party
without the prior written consent of the Disclosing Party, except to legal,
accounting and financial advisors of the Recipient or third parties providing
services with respect to the Project and provided that such advisors or other third
parties agree in writing to maintain the confidentiality of such information. The
confidentiality obligation provided for in this Section 6 A shall not be applicable

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 to any information that (i) is known to or is possessed by the Recipient at the time
of disclosure by the Disclosing Party, (ii) is known or becomes hereafter available
to the public through no fault of the Recipient, (iii) may be hereafter acquired by
the Recipient from any third party who is under no obligation of confidentiality or
(iv) is required to be disclosed by applicable law or governmental authority.
Upon termination or expiration hereof or upon the withdrawal of a Party, a Party
shall have the right to demand the return of confidential or proprietary
information belonging to it along with all copies thereof.

B. Public Announcements

Neither Party shall issue any press release or make any other public
announcement relating to the transaction contemplated hereby or disclose the
existence or content of this JVA without the prior written consent of the other
Party, except if required under applicable law or the rules of any stock exchange
on which such Partys shares are listed; provided, however, that if such disclosure
is required, prior to such disclosure, a Party shall provide a copy of such
announcement to the other Party.

7. TERM

A. This JVA shall be effective as of the Effective Date and shall continue in full force
B. This JVA will OVERRIDE and HOLD PRECEDENCE over any other
agreements submitted in connection this project.
C. This JVA vis exclusive only for this said project.
D. This JVA will be the only reference point for the Parties in regards to their
obligations and responsibilities in relation to the Project(s) mentioned herein this
JVA.

8. LAW AND DISPUTE RESOLUTION

A. This JVA shall be governed by, and construed in accordance with, the laws of
Bangladesh.

B. The Parties shall comply with all applicable laws during the Term of this JVA.
Neither Party nor its shareholders, officers, directors, agents or employees nor any
affiliate of any Party shall, directly or through any intermediary: (i) use any funds
for unlawful contributions, gifts or entertainment; (ii) offer, pay, promise to pay or
authorise the payment of money or offer, give, promise to give or authorise the
giving of anything of value to an official, officer or representative of any
government or any department, agency or instrumentality of any government or a
political party, party official or candidate for political office, for the purpose of
inducing such person to use his/her influence to assist the Parties or the Project
Company or any of its affiliates in obtaining or retaining business; (iii) establish or
maintain any unlawful or unrecorded funds. Each Party shall indemnify and hold
harmless the other Party from and against any and all penalties, fines, losses, costs,
liabilities, damages and expenses of every kind and description that result from any
breach of this Section 8 B.

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 IN WITNESS WHEREOF, the Parties have caused this JVA to be executed by their
duly authorised representatives on the date first written above.

______________________
Name:
Designation:

VITTI Engineering Ltd

______________________
Name:
Designation: