Commission Agreement

No.NOWCCL/ATT/02 This agreement is made on July 20, 2010 between: Party-A: Ningbo Orient Wires & Cables Co., Ltd., having its principal office: 21-22F., No. 1. Building, Lane-999, Yangfan Road, Ningbo National Hi & New-Tech Industry Development Zone, Ningbo, China-315040. Tel: 0086-574-81688324, Fax: 0086-574-86188322 E-mail: jameszhang@orientgroup.com Party B: Seven Power Associated Ltd., having its principal address: 3/4-A, Purana Paltan, Sabbir Tower (6th floor), Dhaka-1000. Bangladesh. Office telephone Phone: 0088 02 9551756, M. Phone No.:0088 1819150762. Fax: 0088 02 9551861, Email: ansarif@rocketmail.com Contact Person: Md. F. Ansari. Chairman & CE, Concerning the project: Procurement of Conductor Package 3 for Central Zone Power Distribution Project, Mymensingh, BPDB under ODA Loan No. BD-P 59 dated Mar.1,2009 from Japan International Cooperation Agency (JICA). Both parties agreed on following points: 1. As party B is agent of party A, party B has participated in the mentioned Sub-Package (Int’l tender) on behalf of party A, party B worked hard to get the contract for party A & already succeeded to have contract for party A. 2. Now party B is responsible to work for party A to protect party A’s benefit i.e. to assist party A in order to smooth execution of contract within the validity period of contract, in the full length of the contract, party B’s responsibilities are to clarify BPDB’s requirements for party A, as to ensure party A’s correct & smooth execution, to ensure party A’s safety for each payment, as well as release of performance guarantee. 3. In addition, party A have to work to ensure production, packing, material quality & quantity, pre-shipment inspection, post shipment inspection as per BPDB’s requirement. Without party A’s permission, party B has no right to sign any legal report, contract or papers on behalf of party A. 4. For the works for party B, party A allowed them total 1.5% (One point five percent) commission on total contract value. The mode of payment of above commission is as per following criteria: a. 0.33% (Zero point three three percent) commission against total contract value shall be paid to the party B, as for promotional expenditure to purchaser after having contract, as well as purchaser’s opening L/C in favor of party A. b. 0.33% (Zero point three three percent) of commission against total contract value shall be paid to the party B, after party A gets 15% down payment from the purchaser. c. 0.67% (Zero point six seven percent) of commission against total contract value shall be paid to the party B, after party A gets 75% payment from the purchaser after delivery. d. 0.10% (Zero point one zero percent) commission against total contract value shall be paid to the party B, after party A gets rest 5% payment from the purchaser after the acceptance of goods at destination. e. 0.07% (Zero point zero seven percent) of commission against total contract value shall be paid to the party B, after party A gets the last 5% payment from the purchaser. Party A Party B James Zhang Md. F. Ansari Project Manager Chairman Ningbo Orient Wires & Cables Co., Ltd., China. Seven Power Associates Ltd