JOINT
VENTURE AGREEMENT

       

      Indus
Home Limited

       

      Dated
as of March 19, 2006

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        
          	 
      	 
      	
                  Page Number

                
	
                  1.

                	
                  The
      Project

                	
                  2

                
	 
      	
                  1.1

                	
                  Purpose

                	
                  2

                
	 
      	 
      	 
      
	
                  2.

                	
                  Related
      Agreements; Timing

                	
                  2

                
	 
      	
                  2.1

                	
                  Related
      Agreements

                	
                  2

                
	 
      	
                  2.2.

                	
                  Construction
      and Interpretation

                	
                  2

                
	 
      	
                  2.3.

                	
                  Timing

                	
                  2

                
	 
      	 
      	 
      
	
                  3.

                	
                  Company

                	
                  3

                
	 
      	
                  3.1

                	
                  Formation

                	
                  3

                
	 
      	
                  3.2

                	
                  Ownership

                	
                  3

                
	 
      	
                  3.3

                	
                  Management

                	
                  3

                
	 
      	
                  3.4

                	
                  Capitalization

                	
                  6

                
	 
      	
                  3.5

                	
                  Stock
      Transfers

                	
                  9

                
	 
      	
                  3.6

                	
                  Operations
      and Accounting Matters

                	
                  12

                
	 
      	
                  3.7

                	
                  Compliance
      with Laws Regarding Payments

                	
                  14

                
	 
      	 
      	 
      
	
                  4.

                	
                  Sale
      of the Facility

                	
                  14

                
	 
      	
                  4.1

                	
                  General

                	
                  14

                
	 
      	
                  4.2

                	
                  Purchase
      Price

                	
                  14

                
	 
      	 
      	 
      
	
                  5.

                	
                  Sale
      of WPH Equipment

                	
                  15

                
	 
      	
                  5.1

                	
                  General

                	
                  15

                
	 
      	
                  5.2

                	
                  Purchase
      Price

                	
                  15

                
	 
      	
                  5.3

                	
                  Alternate
      Form of Transfer

                	
                  15

                
	 
      	 
      	 
      
	
                  6.

                	
                  WPH
      Supply Agreement

                	
                  15

                
	 
      	 
      	 
      
	
                  7.

                	
                  IDM
      Yarn Supply Agreement

                	
                  15

                
	 
      	 
      	 
      
	
                  8.

                	
                  Restrictions
      on the Activities of WPP, WPH and IDM

                	
                  15

                
	 
      	
                  8.1

                	
                  Activities
      of IDM

                	
                  15

                
	 
      	
                  8.2

                	
                  Activities
      of WPP and WPH

                	
                  16

                
	 
      	 
      	 
      
	
                  9.

                	
                  Term
      and Termination

                	
                  17

                
	 
      	
                  9.1

                	
                  Term

                	
                  17

                
	 
      	
                  9.2

                	
                  End
      of Project Term

                	
                  17

                
	 
      	
                  9.3

                	
                  Termination
      upon Default

                	
                  20

                
	 
      	
                  9.4

                	
                  Remedies
      upon Default

                	
                  21

                
	 
      	
                  9.5

                	
                  Non-Defaulting
      Party Right to Cure

                	
                  22

                
	 
      	
                  9.6

                	
                  Board
      Deadlock

                	
                  22

                
	 
      	
                  9.7

                	
                  Winding
      Up

                	
                  23

                
	 
      	
                  9.8

                	
                  Exclusion
      of Consequential Damages

                	
                  23

                
	 
      	
                  9.9

                	
                  Termination
      of WPH Obligations

                	
                  23

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  10.

                	
                  Representations
      and Warranties

                	
                  23

                
	 
      	
                  10.1

                	
                  Representations
      and warranties of WPH and WPP

                	
                  23

                
	 
      	
                  10.2

                	
                  Representations
      and warranties of IDM

                	
                  24

                
	 
      	
                  10.3

                	
                  No
      Other Representations or Warranties

                	
                  25

                
	 
      	 
      	 
      
	
                  11.

                	
                  Guarantees

                	
                  26

                
	 
      	 
      	 
      
	
                  12.

                	
                  Taxes

                	
                  26

                
	 
      	
                  12.1

                	
                  General

                	
                  26

                
	 
      	
                  12.2

                	
                  Disclaimer

                	
                  26

                
	 
      	 
      	 
      
	
                  13.

                	
                  Confidentiality
      and Intellectual Property

                	
                  26

                
	 
      	
                  13.1

                	
                  Confidential
      Information

                	
                  26

                
	 
      	
                  13.2

                	
                  Nondisclosure

                	
                  27

                
	 
      	
                  13.3

                	
                  Special
      Provisions as to Certain Information

                	
                  27

                
	 
      	
                  13.4

                	
                  Exceptions

                	
                  27

                
	 
      	
                  13.5

                	
                  Return
      of Confidential Information

                	
                  27

                
	 
      	
                  13.6

                	
                  Confidentiality
      of Agreement

                	
                  28

                
	 
      	
                  13.7

                	
                  Intellectual
      Property

                	
                  28

                
	 
      	
                  13.8

                	
                  Remedies

                	
                  28

                
	 
      	 
      	 
      
	
                  14.

                	
                  Dispute
      Resolution

                	
                  28

                
	 
      	
                  14.1

                	
                  Applicability
      of Arbitration Provisions; Selection of Arbitrators

                	
                  28

                
	 
      	
                  14.2

                	
                  Discovery;
      Hearing

                	
                  29

                
	 
      	
                  14.3

                	
                  Decision

                	
                  30

                
	 
      	
                  14.4

                	
                  Expenses

                	
                  30

                
	 
      	 
      	 
      
	
                  15.

                	
                  Miscellaneous

                	
                  30

                
	 
      	
                  15.1

                	
                  Binding
      Effect

                	
                  30

                
	 
      	
                  15.2

                	
                  Assignment

                	
                  30

                
	 
      	
                  15.3

                	
                  Notices
      And Other Communications

                	
                  30

                
	 
      	
                  15.4

                	
                  Severability

                	
                  31

                
	 
      	
                  15.5

                	
                  No
      Waiver

                	
                  31

                
	 
      	
                  15.6

                	
                  Relationship
      between the Parties

                	
                  31

                
	 
      	
                  15.7

                	
                  Expenses

                	
                  31

                
	 
      	
                  15.8

                	
                  No
      Third Party Beneficiaries

                	
                  31

                
	 
      	
                  15.9

                	
                  Governing
      Law

                	
                  31

                
	 
      	
                  15.10

                	
                  Certain
      Rules of Construction

                	
                  32

                
	 
      	
                  15.11

                	
                  Counterparts

                	
                  32

                
	 
      	
                  15.12

                	
                  Obligation
      to Act

                	
                  32

                
	 
      	
                  15.13

                	
                  Amendment

                	
                  32

                


        

      

       

      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

      


      JOINT
VENTURE AGREEMENT

      Indus
Home Limited


      


      THIS
JOINT VENTURE AGREEMENT (this “Agreement”), dated as of March
19, 2006, by and between the following parties:

      


      WESTPOINT
HOME, INC., a Delaware corporation (“WPH”),

      


      WESTPOINT
PAKISTAN, INC., a Delaware corporation (“WPP”), and

      


      INDUS
DYEING & MANUFACTURING CO., LIMITED, a public listed company organized under
the Companies Ordinance 1984 of Pakistan (“IDM”).

      


      WITNESSETH

       

      WHEREAS:

      


      
        	
                 
      

              	
                1.

              	
                IDM
      is a member of the Indus group of companies, consisting of IDM and Sunrays
      Textile Mills Limited (the “Indus
      Group”).

              


      

      


      
        	
                 
      

              	
                2.

              	
                Yusuf
      Textile Mills Limited, another member of the Indus Group (“YTM”), built and
      commenced operations at a manufacturing facility (together with the
      equipment located therein, the “Facility”) near Lahore,
      Pakistan located at 2.5 km Manga Raiwind Road, Manga Mandi, Lahore. The
      Facility is intended to be used in the production of greige terry cloth
      and other terry products.

              


      

      


      
        	
                 
      

              	
                3.

              	
                YTM
      and IDM have taken steps to merge YTM with and into IDM pursuant to and in
      accordance with the order dated November 29, 2005, of the High Court of
      Sindh at Karachi, passed in Judicial Miscellaneous Application No. 8 of
      2005, pursuant to which the properties, assets, liabilities, powers,
      licenses, contracts and obligations of YTM vested in
  IDM.

              


      

      


      
        	
                 
      

              	
                4.

              	
                WPH
      manufactures and sells, among other things, terry towels and related
      textile products, has expertise in the terry manufacturing process and is
      seeking a low-cost source of supply for certain terry
      products.

              


      

      


      
        	
                 
      

              	
                5.

              	
                WPP
      is a subsidiary of WPH.

              


      

      


      
        	
                 
      

              	
                6.

              	
                WPP
      and IDM wish to form a joint venture company to be known as Indus Home
      Limited that will be organized as a public unlisted company under the
      Companies Ordinance 1984 of Pakistan (the “Company”).  Company
      will be jointly owned by WPP and IDM in accordance with the provisions of
      this Agreement and will own the Facility and manufacture greige and
      finished terry cloth products (“Terry Products”) and
      other textile products in Pakistan for sale to WPH and others in
      accordance with the terms of this Agreement and the Related Agreements (as
      defined below).

              


      

      


      NOW
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained in this Agreement, and for other good and valuable
consideration, the receipt, mutuality and adequacy of which is hereby
acknowledged, the parties agree as follows.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                1.

              	
                The
      Project.

              


      

      


      
        	
                 
      

              	
                1.1

              	
                Purpose.  The
      purpose of this Agreement is to set out the basis on which the parties
      will

              


      

      


      
        	
                 
      

              	
                (a)

              	
                form
      Company to own and operate the Facility and manufacture Terry Products and
      such other textile products as the parties may agree from time to
      time;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                at
      such time as WPP and IDM may mutually agree, expand such activities
      through the construction of additional weaving facilities and the
      construction and installation of finishing, sewing, yarn production,
      fabrication, distribution and related manufacturing facilities (the “Additional Facilities”);
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                sell
      its Terry Products to WPH and, in certain circumstances, to third
      parties

              


      

      


      (all such
activities being referred to collectively as the “Project”).

      


      
        	
                2.

              	
                Related Agreements;
      Timing.

              


      

      


      
        	
                 
      

              	
                2.1

              	
                Related
      Agreements.  The Project will be implemented and operated
      in accordance with the terms of this Agreement and the other agreements
      and documents referred to in this Section 2.1 (collectively, the “Related
      Agreements”).  This Agreement and the Related Agreements
      are sometimes hereinafter collectively referred to as the “Project
      Documents”.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Company Organizational
      Documents. The Charter Documents, as described in Section
      3.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Share Issuance
      Documents.  Any share issuance documents of Company
      required by Pakistani law or by agreement of the
  parties.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Facility Purchase
      Agreement.  The Facility Purchase Agreement, as described
      in Section 4.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                WPH Equipment Purchase
      Agreement.  The WPH Equipment Purchase Agreement, as
      described in Section 5.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                WPH Supply
      Agreement.  The WPH Supply Agreement, as described in
      Section 6.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Yarn Supply
      Agreement.  The Yarn Supply Agreement, as described in
      Section 7.

              


      

      


      
        	
                 
      

              	
                2.2

              	
                Construction and
      Interpretation.  The parties acknowledge that the Related
      Agreements are intended to be consistent with the intent and purpose of
      this Agreement but agree that to the extent that the provisions of this
      Agreement conflict with the provisions of any Related Agreement, such
      Related Agreement will control the relationship of the parties under that
      Related Agreement.

              


      

      


      
        	 	
                2.3 

              	
                Timing.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                IDM Shareholder
      Approval.  The parties acknowledge that the execution,
      delivery and performance of this Agreement remains subject to the approval
      of the Board of Directors and shareholders of IDM.  Promptly
      after the execution and delivery of this Agreement, IDM will undertake to
      obtain the approval of its Board of Directors and will use its best
      efforts to do so by March 31, 2006, and to obtain the approval of its
      shareholders and will use its best efforts to do so by May 31,
      2006.  If either such approval is not obtained by the specified
      date WPP will have the right, exercisable in its sole discretion, to
      terminate this Agreement, which right shall be exercised by giving written
      notice of termination to IDM no later than April 15, 2006, in the case of
      Board of Directors approval, or June 15, 2006, in the case of shareholder
      approval.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                Formation.  The
      Charter Documents shall be filed with the companies registration office at
      Lahore, Pakistan within ninety (90) days following the execution of this
      Agreement.  The initial capital contributions by WPP and IDM to
      Company shall be made as soon as reasonably practicable thereafter, as
      more fully described in Section 3.4(b) and (c).  Promptly
      following the execution of this Agreement the parties will complete the
      preparation of the Related Agreements (it being understood and agreed that
      the completion, execution, delivery and filing of such documents in a form
      and on terms satisfactory to each such party is a condition to the
      obligation of each party to engage in the
  Closing).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Pre-Closing Activity
      of Company.  During the period between the filing of the
      Charter Documents and the Closing (as defined below), Company will not (i)
      conduct any business operations, (ii) enter into any material contract or
      agreement, or (iii) acquire any assets or incur any liabilities, in any
      case except as may have been expressly approved by the Board (as defined
      below).  If this Agreement is terminated prior to the Closing,
      Company will be dissolved.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Termination Prior to
      the Closing.  If this Agreement is terminated pursuant to
      Section 2.3(a) or the Closing shall not have occurred on or prior to July
      31, 2006, this Agreement and all obligations of the parties hereunder,
      except the obligations under this Section 2.3(d) and Sections 13, 14 and
      15.7, shall terminate, unless extended by mutual written agreement of the
      parties; provided, however, that
      such termination shall not constitute a waiver of any rights any party may
      have by reason of a breach of this
Agreement.

              


      

      


      
        	
                3. 

              	
                Company.

              


      

      


      
        	
                 
      

              	
                3.1

              	
                Formation.  Company
      shall be formed as a public unlisted company by the filing of a Memorandum
      of Association and Articles of Association (collectively, the “Charter Documents”),
      each in a form mutually agreed by IDM and WPP, with the companies
      registration office at Lahore, Pakistan.  The initial
      subscribers for Company shall be the persons designated as the initial
      Directors of Company as set forth in Section 3.3(b) below.  The
      registered office of Company shall be located in Lahore, Pakistan unless
      otherwise agreed in writing by the
parties.

              


      

      


      
        	
                 
      

              	
                3.2

              	
                Ownership.  In
      accordance with the terms of Section 3.4, each of WPP and IDM shall own
      50% of the outstanding common stock of Company (for each of IDM and WPP,
      its “Ownership
      Percentage”), taking into account any shares held by such party’s
      director designees.  No shares of stock in Company shall be
      issued to any party other than WPP or IDM, or the directors designated by
      them, without the prior written approval of each of WPP and
      IDM.

              


      

      


      
        	
              	
                3.3 

              	
                Management.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Board of
      Directors.  Company will be managed by a board of
      directors (the “Board”) and by officers
      appointed by the Board which will include a Managing Director (the “Managing Director”)
      appointed in accordance with Section 3.3(d) and a Chief Financial Officer
      (the “CFO”)
      appointed in accordance with Section
3.3(e).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Board
      Membership.  The Board will consist of six individuals,
      of whom three members will be appointed by WPP (the “WPP Directors”) and
      three members will be appointed by IDM (the “IDM Directors”; the WPP
      Directors and the IDM Directors are referred to collectively as the “Directors”).  The
      initial WPP Directors shall be Mr. Jeffrey R. Engel, Mr. Thomas M. Lane
      and Mr. John W. Hurston.  The initial IDM Directors shall be Mr.
      Shahzad Ahmed, Mr. Kashaf Riaz and Mr. Irfan Ahmed.  The party
      entitled to appoint a director shall have the power to remove such
      director, and any vacant directorship on the Board shall be filled by a
      person nominated by the party entitled to appoint such
      director.  Each party agrees to vote its shares, and to cause
      any Director nominated by it to vote, in favor of the appointment of any
      such replacement Director.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (c)

              	
                Chairman of the
      Board.  WPP shall have the right to designate one of the
      WPP Directors to serve as the Chairman of the Board for Company (the
      “Chairman”) and
      his appointment shall require the approval of the majority of
      Board.  The Chairman shall have the responsibility for convening
      and presiding over meetings of the Board.  The Chairman shall
      also report to the shareholders of Company at all general
      meetings.  The Board shall have the right to remove the Chairman
      at any time.  The Chairman may delegate such responsibilities to
      the Managing Director or any other Director of Company.  The
      Chairman shall serve in such capacity until WPP designates another WPP
      Director to act as the Chairman of the Board.  The initial
      Chairman shall be Mr. Jeffrey R.
Engel.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Managing
      Director.  IDM shall have the right to designate one of
      the IDM directors to serve as the Managing Director and his appointment
      shall require the approval of the majority of the Board.  The
      Managing Director shall be the chief executive officer of Company, shall
      be responsible for the day-to-day management and operation of Company and
      its business, and shall be subject to the supervision and control of the
      Board.  The Managing Director shall report to the
      Board.  The Board shall have the right to remove the Managing
      Director at any time.  Any proposed replacement for the position
      of the Managing Director will be selected and nominated for such position
      by IDM but his appointment to the position of the Managing Director will
      require the approval of a majority of the Board.  In the event
      the Board does not approve an individual nominated by IDM, IDM shall
      select another nominee for the consideration of the Board.  The
      Managing Director shall be appointed from among the three IDM
      Directors.  If IDM nominates a person to be Managing Director
      who is not already one of the IDM Directors, then IDM must also indicate
      which of the existing IDM Directors such nominee would replace, if such
      nominee is approved by the Board.  The initial Managing Director
      shall be Irfan Ahmed, who shall serve in that position for an initial term
      of three years, renewable at the election of the Board.  Subject
      to the discretion of the Board to impose limits (whether in the form of
      monetary limits or with respect to types of actions) on the authority of
      the Managing Director, the Managing Director shall have the following
      powers and authorities which, for the avoidance of doubt, reflect the
      initial powers and authorities agreed upon by the parties and are subject
      to modification by action of the Board of
  Company:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      make all decisions with respect to the day to day management of the
      operations of Company subject to the specific limitations on particular
      exercise of authority set forth
below;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      provide for the management of the affairs of Company, either in different
      parts of Pakistan or elsewhere, in such manner as may be
      necessary;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                to
      approve the purchase of raw materials and consumable spares from any
      source, foreign or local, which are reasonably expected to be required by
      Company in the upcoming six (6) months, based on forecasts provided to
      Company under any Related
Agreements;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                to
      approve capital expenditures not exceeding US$500,000 for each financial
      year;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                to
      approve disposal of any physical assets, other than any land or building,
      no longer required or economic to use, up to a book value of US$250,000,
      provided the loss on disposal of such asset does not exceed ten percent
      (10%) of its book value;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                to
      appoint or dismiss all employees of Company other than the
      CFO;

              


      

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (vii)

              	
                to
      enter into, approve and sign contracts and to rescind and vary all such
      contracts and execute and do all such acts, deeds and things in the name
      and on behalf of Company as may be necessary for the promotion of the
      objectives of Company, to the extent consistent with delegations of
      authority proposed by the Managing Director and approved by the Board from
      time to time;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                to
      supervise and coordinate the activities and responsibilities of the CFO;
      and

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                to
      coordinate and liaise with governmental departments and/or other
      authorities in Pakistan, where necessary, to further the business
      objectives of Company.

              


      

      


      In
addition, the Managing Director’s responsibilities will generally include the
following:

      


      
        	
                 
      

              	
                (i)

              	
                preparing
      and presenting to the Board an annual budget and operations plan for each
      fiscal year,

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                upon
      approval of the budget and the operations plan, implementing the plan
      within the constraints of the
budget,

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                supervising
      and directing the operations of Company, including its performance of any
      contracts with IDM, WPP, WPH or their Affiliated Entities, and any third
      parties,

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                supervising
      and directing the employees of Company,
and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                reporting
      periodically to the Board, both in person and in
  writing.

              


      

      


      The
Managing Director may delegate certain of his responsibilities to the officers
of Company, subject to the approval of the Board.

      


      
        	
                 
      

              	
                (e)

              	
                Financial
      Director/Chief Financial Officer.  The CFO shall be the
      chief financial officer and controller of Company.  The CFO’s
      duties will include the following, in addition to any others assigned to
      him or her from time to time by the Board or the Managing
      Director:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                supervising
      and controlling the moneys, securities, receipts and disbursements of
      Company, including keeping or causing to be kept full and accurate records
      of all receipts of Company,

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                maintaining
      adequate records of all assets, liabilities and transactions of
      Company,

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                rendering
      to the Board, the Managing Director, IDM or WPP, whenever requested, a
      statement of the financial condition of Company, and rendering a full
      financial report at the annual general meeting of Company, if called upon
      to do so, and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                supervising
      and coordinating the bank accounts of Company in accordance with the
      decisions of the Board, including with respect to the signatories of such
      accounts.

              


      

      


      The CFO
shall report to the Board and may be replaced by the Board.  The CFO
will be an individual selected and nominated for such position by WPP and
approved by the Board.  In the event that the Board does not approve
an individual nominated by WPP, WPP shall select another nominee for the
consideration of the Board.

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (f)

              	
                Voting Rights of
      Directors.  Each director will have one vote on all
      matters requiring the approval or action of the Board, provided that a
      director may also appoint an alternate director to the extent permitted by
      the laws of Pakistan to act in his place if he is unable to attend a
      meeting, in which case such alternate director will exercise the vote held
      by the director who appointed him (but will not have any additional voting
      rights).

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Majority
      Vote.  Any action or consent of the Board will require
      the approval of a majority of the Board, which majority must include the
      vote of at least two WPP Directors and two IDM
  Directors.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Quorum.  A
      quorum for any meeting of the Board will consist of a majority of the
      Board (including, where applicable, their alternates), provided that at
      least two WPP Directors (or their alternates) and two IDM Directors (or
      their alternates) must be present.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Shareholders
      Meetings.  Subject to the requirements of the laws of
      Pakistan, all actions taken at shareholders meetings of Company shall
      require the approval of a majority of the shares eligible to vote on any
      such action.  Quorum for any meeting of the shareholders of
      Company will consist of at least sixty percent (60%) of the total shares
      of Company then outstanding.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                Additional
      Provisions.  The Charter Documents of Company will
      contain such additional provisions with respect to the management of
      Company and related matters that are consistent with this Agreement as IDM
      and WPP may agree and shall, subject to the requirements of Section 3.3(h)
      above, authorize the conduct of meetings by the Board in person, by
      teleconference or videoconference and, to the full extent permitted by the
      laws of Pakistan but always subject to Section 3.3(g), by a
      resolution in writing.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Charter
      Documents.  The parties agree to reflect the provisions
      set forth in this Section 3.3 in the Charter Documents of Company and to
      ensure that the provisions of this Agreement and Company’s Charter
      Documents at all times remain consistent.  If the parties take
      any action to alter or amend any term or other provision in this Agreement
      or any of the Charter  Documents, then the parties shall, or IDM
      and WPP shall cause Company to, take all necessary steps to ensure that
      any corresponding or identical provision in any other such document is
      similarly modified.

              


      

      


      
        	
                 
      

              	
                3.4

              	
                Capitalization.  This
      Section 3.4 sets forth the terms on which Company shall be capitalized,
      and neither IDM nor WPP shall be permitted or required to make any
      contributions to Company except in accordance with the following
      provisions.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Authorized
      Capital.  The Charter Documents of Company shall
      establish an authorized share capital of Company of Rs. 10,000,000,
      divided into 1,000,000 shares of Rs. 10
each.

              


      


      
        	
                 
      

              	
                (b)

              	
                Initial Authorized
      Capital and Preliminary Subscriptions.   The initial
      authorized capital of Company shall be Rs. 5,000,000, divided into 500,000
      shares of Rs. 10 each.  IDM shall pay the registration fee
      required in connection with the incorporation of the Company with such
      authorized capital, and Company shall reimburse IDM for such amount
      following Company’s commencement of business.  The subscribers
      of Company, who will consist of the IDM Directors and the WPP Directors
      (the “Individual
      Subscribers”), will each be issued one (1) share of the stock of
      Company.  In addition, immediately following the filing of
      Company’s Charter Documents, the Board shall make a rights issue for
      499,994 shares of  Rs. 10 each to the Individual
      Subscribers.  Each of IDM and WPP shall cause the directors
      nominated by them to decline the rights offer, and following Company’s
      receipt of notice that the Individual Subscribers have declined the rights
      offer, Company shall issue an offer to each of WPP and IDM to purchase
      249,997 shares of Rs. 10 each. WPP and IDM shall each purchase such
      249,997 shares of Rs. 10 from Company (for IDM, the “Preliminary IDM Shares”
      and for WPP, the “Preliminary WPP
      Shares”).

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (c)

              	
                IDM and WPP
      Preliminary Equity Contributions.  In full consideration
      for the issuance of the Preliminary IDM Shares (and the IDM Director
      Shares), IDM shall pay to Company a subscription price equal to Rs.
      2,500,000 (the “Preliminary IDM Subscription
      Price”), payable in Pakistan rupees, and in full consideration for
      the issuance of the Preliminary WPP Shares (and  the WPP
      Director Shares), WPP shall pay to Company a subscription price (the
      “Preliminary WPP
      Subscription Price”) in U. S. Dollars (“US$”) equal to the
      Preliminary IDM Subscription Price.  For purposes of converting
      the value of WPP’s contribution in U.S. Dollars into Pakistan rupees (or
      any other conversions from U.S. Dollars into Pakistan rupees or vice
      versa), such conversion shall be made at the rate of exchange prevailing
      on the business day that is two (2) business days prior to the date on
      which shares of Company are allotted by the Board.  For this
      purpose “rate of exchange” means the relevant rate of exchange on the
      relevant date obtainable from banks in the Pakistan interbank market as
      determined by WPP or its designee based on quotes received from, or
      published by, such banks.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Commencement of
      Business.  Upon Company’s receipt of the Preliminary IDM
      Subscription Price and the Preliminary WPP Subscription Price, the Board
      shall allot shares to the WPP Directors, the IDM Directors, WPP and IDM as
      set forth in paragraphs (b) and (c) above.   Following the
      allotment of the shares by Company’s Board, Company will apply for a
      certificate of commencement of doing business (a “Certificate of
      Commencement”) from the appropriate governmental
      authority.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Full
      Capitalization.  As promptly as practicable following the
      allotment of the shares described in paragraph  (d) above,
      Company shall seek the approval of  the shareholders of Company
      to the increase of Company’s authorized share capital to Rs.
      1,500,000,000. WPP and IDM (acting in their respective capacity as
      shareholders of Company) shall vote to approve such increase and shall
      cause the directors nominated by them to approve such
      increase.  Following approval of such increase in authorized
      share capital, the Board shall make a rights issue for 149,500,000 shares
      of  Rs. 10 to the shareholders of Company.  Each of
      IDM and WPP shall cause the directors nominated by them to decline such
      rights offer, and each of WPP and IDM shall purchase an additional
      74,750,000 shares of Rs. 10 each from Company (for IDM, the “Additional IDM Shares”
      and for WPP, the “Additional WPP
      Shares”).  (The Preliminary IDM Shares and the Additional
      IDM Shares are referred to collectively as the “IDM Shares” and the
      Preliminary WPP Shares and the Additional WPP Shares are collectively
      referred to as the “WPP
      Shares”).

              


      

      


      
        	
                 
      

              	
                (f)

              	
                IDM and WPP Additional
      Equity Contributions.  In full consideration for the
      issuance of the Additional IDM Shares, IDM shall pay to Company a
      subscription price equal to Rs.  747,500,000 (the “Additional IDM Subscription
      Price”), payable in Pakistan rupees, and in full consideration for
      the issuance of the Additional WPP Shares, WPP shall pay to Company a
      subscription price (the “Additional WPP Subscription
      Price”) in US$ equal to the Additional IDM Subscription Price
      (following the currency conversion specified in paragraph (c)
      above).

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Additional
      Capitalization and Execution of Related Agreements.  Upon
      Company’s receipt of the Additional IDM Subscription Price and the
      Additional WPP Subscription Price, the Board shall allot the Additional
      IDM Shares and the Additional WPP Shares to IDM and WPP, respectively, as
      set forth in paragraphs (e) and (f) above; provided, that the parties
      intend that payment of  the Additional WPP Subscription Price
      and the Additional IDM Subscription Price shall be made simultaneously
      with, and is conditional upon, the initial borrowing under Company’s Loan
      Agreement (as defined below) and the consummation of the transactions
      contemplated in the Related Agreements, which Related Agreements shall be
      satisfactory to the parties (the “Closing”).

              


      

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (h)

              	
                Capitalization With
      Debt. During the period between the issuance of the Certificate of
      Commencement and the Closing, IDM and WPP shall cause Company to enter
      into a loan agreement with one or more banks located in Pakistan or other
      international banks, pursuant to which Company will obtain a loan facility
      of not less than US$36,000,000 (the “Loan
      Agreement”).  The parties intend that any such debt will
      have a seven (7) year term, or such other term as the parties agree in
      writing, and will be secured by Company’s fixed assets.  The
      closing of the Loan Agreement and the initial borrowing by Company
      thereunder shall occur simultaneously with the Closing, as detailed in
      paragraph (g) above.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Subsequent
      Capitalization.  If the parties agree that the Facility
      should be expanded, or that Additional Facilities or equipment
      should be constructed or purchased, they will consult with each other for
      the purpose of agreeing on the amount of additional capital needed and the
      appropriate portions that should be represented by debt and
      equity.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                Subsequent
      Capitalization With Equity.  Subject to the provisions of
      paragraph (i) above, no additional equity contributions will be made to
      Company, either voluntarily or as a result of a capital call, without the
      consent of both WPP and IDM.  Any additional equity
      contributions by either WPP or IDM shall be in equal amounts, consistent
      with the provisions of paragraphs (b) and (e)
  above.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Subsequent
      Capitalization With Debt.  Subject to the provisions of
      paragraph (i) above, neither WPP nor IDM, nor any of their Affiliated
      Entities (as defined below), will be required or permitted to make any
      loans or advances to Company except as
follows:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                loans
      and advances expressly approved by both IDM and WPP,
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                outstanding
      amounts owed by Company to IDM or WPP or their respective Affiliated
      Entities (as defined below) in accordance with the terms of any agreement
      approved by the Board and under which Company receives goods or services
      in the ordinary course of business.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                Additional
      Shareholders.  Except as expressly provided in Section
      3.4(d) and 3.4(g), the parties agree to cause Company not to issue any
      shares of capital stock of Company to WPP or IDM (or any Permitted
      Transferee) or, except for Directors’ Shares, to any person other than WPP
      or IDM (or any Permitted Transferee (as defined in Section 3.5(c)),
      in either case without the prior written approval of both WPP and
      IDM.  If WPP and IDM (or any Permitted Transferee) consent to
      such an issuance, Company must obtain an undertaking, in writing, from the
      recipient of such shares by which such recipient agrees to be bound by the
      terms and conditions of this Agreement and the Related Agreements as
      described in Section 3.5(a).

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (m)

              	
                Affiliated
      Entity.  If either WPP or IDM uses any Affiliated Entity
      to acquire shares of capital stock of Company, it will provide adequate
      assurances to the other party with respect to the obligations of such
      Affiliated Entity to subscribe for any such shares or to make capital
      contributions or loans to Company in accordance with the terms of this
      Agreement.  For purposes of this Agreement, “Affiliated Entity” shall
      mean, as to any party, any other person or entity that directly or
      indirectly controls, is controlled by, or is under common control
      with  the specified party, and for the purposes of this
      definition means the ownership of twenty-five percent (25%) of the voting
      rights attached to shares or other equity interests in an entity;
      provided, that ownership interests held by members of the family of Mian
      Mohammed Ahmed shall be aggregated for the purpose of calculating the
      percentage held.

              


      

      


      
        	
                 
      

              	
                (n)

              	
                Other
      Provisions.  The Charter Documents of Company will
      contain such additional provisions with respect to the capitalization of
      Company and the distribution of income and related matters that are
      consistent with this Agreement as the parties may agree.  The
      parties will take all necessary action to ensure that any shares of
      Company capital stock issued to individual directors will be subject to
      appropriate and customary trust documents, restrictive covenants or other
      arrangements to ensure the transfer of those shares to WPP or IDM (as the
      case may be) or its designee if the holder ceases to be a
      director.

              


      

      


      
        	
              	
                3.5

              	
                Stock
      Transfers.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Restrictions on
      Transfers.  Except as expressly permitted in this
      Agreement, neither WPP nor IDM, nor any successor of either (each, a
      “Principal Shareholder”) shall,
      directly or indirectly, sell, transfer, assign, give, bequeath, devise,
      donate, exchange, pledge, hypothecate, encumber, distribute or otherwise
      dispose of, either voluntarily or by operation of law (in any case, a
      “Transfer”), all
      or any part of its or his shares of stock of Company or any rights or
      legal or beneficial interests therein, whether now owned or hereafter
      acquired, for a period of five (5) years from the Closing; provided that,
      subject to the provisions of Sections 9.3 and 9.6, if any Principal
      Shareholder (a “Selling Shareholder”) wishes to
      Transfer its shares in Company prior to the expiration of the five
      (5)-year period, the following procedures will
  apply.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Selling Shareholder shall notify the other party of its election to sell
      its shares and the non-Selling Shareholder shall have the right to
      purchase all, but not less than all, of the shares of the Selling
      Shareholder (including any Directors’ Shares held by directors appointed
      by the Selling Shareholder) at a price equal to (A) the product of 0.80
      multiplied by the Ownership Percentage of the Selling Shareholder,
      multiplied by (B) the fair market value of the assets of Company (after
      taking into account all of Company's liabilities) as determined by an
      internationally recognized investment bank or other financial advisor
      (acting as an expert and not as an arbitrator) appointed with mutual
      agreement of the parties, or if the parties are unable to agree, appointed
      by the President of the Institute of Chartered Accountants in England and
      Wales (having been requested by either party to make such appointment)
      (the “Financial
      Expert”).  Such expert’s costs shall be payable by the
      Selling Shareholder. 

              


      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                If
      the non-Selling Shareholder does not elect to purchase the shares
      within one
      hundred twenty (120) days of the
      receipt of such notice, the Selling Shareholder shall be entitled to sell
      its shares in Company, and to assign its rights and transfer its
      obligations under this Agreement or the Related Agreements, to a third
      party, without being required to follow the procedures set out in
      paragraph (d) below; provided, that such sale is (A) at the same or a
      higher price than that offered to the non-Selling Shareholder; and (B)
      undertaken within ninety (90) days after the termination of the one
      hundred twenty (120) day period stipulated above.  If the shares
      are offered by the Selling Shareholder to a third party at a lower price
      than the price offered to the non-Selling Shareholder or are not
      transferred to a third party within the stipulated ninety (90) day period,
      the non-Selling Shareholder shall again have the option to exercise its
      right of first refusal before any such shares held by the Selling
      Shareholder may be sold or otherwise
  Transferred.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                If
      the non-Selling Shareholder gives timely notice of its election to
      purchase the Selling Shareholder’s shares (which notice shall be
      irrevocable), then the parties will complete such sale and implement the
      assignment and assumption of the Selling Shareholder’s rights and
      obligations under this Agreement or any Related Agreements, within ninety
      (90) days after the date of such
notice.

              


      

      


      Any
transfer in violation of the terms of this Agreement shall be null and void and
without any force or effect.  Any shares transferred by a Principal
Shareholder shall remain subject to the same restrictions that were applicable
to such shares while they were held by such Principal
Shareholder.  Prior to consummation of any Transfer subject to this
Agreement, the transferring Principal Shareholder shall cause the transferee to
execute a joinder agreement (a “Joinder”), and the Principal
Shareholders shall cause Company to execute the same.  Any such
transferee shall agree to be bound by the terms and conditions of this Agreement
in the Joinder.

      


      
        	
              	
                (b) 

              	
                 Director
      Shares.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Background.  In
      order to comply with the requirements of Pakistan law, each individual
      appointed as a director of Company (each, a “Director Shareholder”)
      shall be sold and issued one share of the capital stock of Company (each,
      a “Director Share”
      and collectively, the “Director
      Shares”).  Simultaneously with and as a condition to the
      issuance of a Director Share to a Director Shareholder, each Director
      Shareholder shall execute and deliver to Company an Acknowledgement and
      Declaration of Trust, a Share Transfer Deed and a Waiver of Dividends with
      respect to the Director Share (collectively, the “Trust Documents”)
      pursuant to which such Director Shareholder acknowledges that the Director
      Share issued to him and any dividends or other amounts accruing with
      respect to such Director Share are held in trust by him and agrees to
      transfer such Director Share upon the direction of the party nominating
      him as a director.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Restrictions on
      Transfer.  No Director Shareholder shall be entitled to
      Transfer all or any part of the Director Shares except as provided in the
      Trust Documents executed by him.  WPP and IDM shall each cause
      the persons designated by them to serve as  directors to execute
      and deliver the Trust Documents, in the form agreed upon by Company, IDM
      and WPP, and shall each take all necessary actions to ensure that at any
      time a Director Shareholder ceases to be a director of Company, whether
      voluntarily, involuntarily or by the death of such Director Shareholder,
      all of the Director Shares held by such Director Shareholder shall be
      Transferred to such Director’s replacement on the Board of
      Company.

              


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                WPP Shares and IDM
      Shares.  Notwithstanding Section 3.5(a), each of WPP and
      IDM may transfer the shares of capital stock of Company owned by it to its
      Permitted Transferees (as hereinafter
      defined); provided, that no such Transfer shall be effective unless the
      proposed transferee (i) accepts in writing all the terms and provisions of
      this Agreement through execution of a Joinder and (ii) has paid all
      reasonable expenses in connection with becoming a Principal Shareholder of
      Company.  WPH agrees that so long as WPP (or any subsequent
      Permitted Transferee of WPP) is the owner of the WPP Shares, WPP or such
      Permitted Transferee will remain an Affiliated Entity of WPH, provided
      that this provision will not restrict WPH’s right to transfer all or any
      part of the equity interests in WPP or such Permitted Transferee in
      connection with a sale of the terry cloth and toweling operations of WPH,
      whether to a purchaser of the shares of WPH, a successor by merger, an
      acquirer of all or substantially all of such assets or
      otherwise.

              


      

      


      As used
in this subsection (c), “Permitted Transferee” means,
with respect to WPP, any Affiliated Entity of WPP, and with respect to IDM,
another member of the Indus Group, provided, that not less than fifty-one
percent (51%) of the outstanding capital in that entity is owned by individuals
who are actively involved in the management and operations of textile businesses
in Pakistan and are members of the family of Mian Mohammed Ahmed.  Any
Permitted Transferee shall be treated as if it has assumed the position of the
transferor with respect to the ownership of the capital stock of
Company.

      


      
        	
                 
      

              	
                (d)

              	
                Transfers by Principal
      Shareholders.   Subject to Section 3.5(a), if any
      Selling Shareholder wishes to enter
      into a transaction with any third party (other than a transaction with a
      Permitted Transferee under subsection (c))
      for the sale of all, but in no event less than all, of its shares in
      Company (the “Offered
      Shares”) to
      such third party, the non-Selling Shareholder shall have the right of
      first refusal to purchase such shares on the terms and conditions set
      forth herein.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Notice of Proposed
      Transfer.  Upon
      receipt of a firm offer from a third party setting forth the price and
      other relevant terms of sale, which offer the Selling Shareholder intends
      to accept, the Selling Shareholder shall deliver to the non-Selling
      Shareholder a written notice (the “Notice”) stating: (i)
      such Selling Shareholder’s bona fide intention to sell or otherwise
      Transfer the Offered Shares; (ii) the name of each proposed purchaser or
      transferee; and (iii) the cash price and other consideration for which
      such Selling Shareholder proposes to Transfer the Offered Shares, and such
      Selling Shareholder shall offer to the non-Selling Shareholder the Offered
      Shares at the same consideration as offered to the proposed
      transferee.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Exercise of Right of
      First Refusal. At any time within one hundred twenty (120) days
      after receipt of the Notice, the non-Selling Shareholder may, by giving
      written notice to the Selling Shareholder, elect to purchase all but not less than
      all of such Offered Shares, at the purchase price determined in accordance
      with subsection (iii) below.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Purchase
      Price.  The
      purchase price for the Offered Shares purchased by the non-Selling
      Shareholder shall be the same purchase price as the price offered by the
      proposed transferee. If such price includes consideration other than cash,
      the cash equivalent value of the non-cash consideration shall be
      determined by the Board of Company in good faith or, in the event the
      Board cannot agree on a cash equivalent value, by an independent appraiser
      mutually agreed upon by the Selling Shareholder and the non-Selling
      Shareholder or other Financial
Expert.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Payment. Payment of the
      purchase price shall be made within thirty (30) days after the expiration
      of the one hundred twenty (120)-day period set forth above or in the
      manner and at the times mutually agreed upon by the Selling Shareholder,
      the non-Selling Shareholder and
Company.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (v)

              	
                Selling Shareholder’s
      Right to Transfer.  If the
      Offered Shares proposed to be Transferred are not purchased by the
      non-Selling Shareholder within the one hundred twenty (120)-day period set
      forth above, the Selling Shareholder may sell or otherwise Transfer all of
      such Offered Shares to the proposed transferee at the price offered to the
      non-Selling Shareholder or at a higher price, provided that such sale or
      other transfer is (A) consummated within ninety (90) days after the
      termination of the one hundred twenty (120)-day period following receipt
      of the Notice, (B) effected in accordance with the terms of this Agreement
      and all Related Agreements, and (C) effected in accordance with any
      applicable laws of Pakistan, and if prior to such Transfer, such third
      party executes and delivers to Company, for the benefit of Company and all
      Shareholders, a Joinder.  If the Offered Shares described in the
      Notice are not transferred to the proposed transferee within such ninety
      (90)-day period, a new Notice shall be given to the non-Selling
      Shareholder and it or he shall again be offered a right of first refusal
      pursuant to this Agreement, before any shares held by the Selling
      Shareholder may be sold or otherwise
  Transferred.

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                Closing. The
      closing of any purchase and sale of any shares pursuant to this Section
      3.5 shall take place at the offices of Company, or such other location as
      the parties to the sale may agree, on such date as shall be agreed by such
      parties.  At the closing of such purchase and sale, the Selling
      Shareholder shall deliver certificates or other instruments, as
      applicable, evidencing the Offered Shares being sold, duly endorsed or
      accompanied by written instruments of transfer in a form reasonably
      satisfactory to the purchaser thereof, duly executed by the Selling
      Shareholder, free and clear of any adverse claims and liens, and the
      transferee shall deliver the purchase price and an executed
      Joinder.

              


      

      


      
        	
                
                

              	
                3.6 

              	
                Operations and
      Accounting Matters.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Company
      will be responsible for the operation of the Facility and any Additional
      Facilities in compliance with the laws of Pakistan and Company’s
      contractual obligations.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Unless
      otherwise agreed, except for tasks customarily performed by independent
      contractors, and except for any employees that are engaged on a contract
      basis through a recognized labor contractor, the labor force used in the
      operation of Company’s business, including management and supervisory
      personnel, will be employees of
Company.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Operational
      control of all Company’s activities will be exercised by its management
      and not by its shareholders, except to the extent set forth in this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                In
      addition to any applicable legal requirements under Pakistan or US law,
      the Board will adopt, and Company will comply with, such policies relating
      to the protection of the environment, health and safety of workers, and
      employment of minors that are consistent with any legal or contractual
      obligations, whether arising under applicable law, the laws of Pakistan,
      agreements or customer policies, as may from time to time be imposed upon
      WPP or its Affiliated Entities (or their successors) in connection with
      the sale in the United States or elsewhere of products produced by
      Company, including but not limited to the WPH Sourcing Policies for
      Imported Merchandise, as amended from time to time, a copy of which is
      attached hereto as Schedule
      3.6(a).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Company’s
      production schedule, including the type and quality of product runs, will
      be established and modified from time to time as necessary in order to
      enable Company to meet its supply obligations to WPH under the WPH Supply
      Agreement (see below).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Both
      IDM and WPH will provide technical assistance to Company pursuant to
      technical assistance agreements to be negotiated among the parties and
      which shall become effective as of the Closing.  Subject to
      limits to be agreed by IDM and WPH, technical assistance will be provided
      without charge to Company.

              


      

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (d)

              	
                The
      parties shall cause Company to provide WPH and its Affiliated Entities
      office space and facilities (including access to telephone, computer and
      related business systems) with separate access from other occupants of the
      space, including offices occupied by Company’s management, which space
      shall be sufficient to accommodate no fewer than ten (10) executives and
      representatives of WPH and its Affiliated Entities and shall include
      reasonable conference and meeting room facilities.  The parties
      contemplate that such space shall comprise approximately two hundred
      thirty-three (233) square meters.  Such space will be provided
      rent-free for the first year following the Closing and thereafter at an
      annual rental to be agreed between the parties based on prevailing rates
      for comparable space.  In addition, WPH agrees that it shall be
      responsible for the costs of all utilities used by it and any Affiliated
      Entities in respect of such office space and that it will enter into
      appropriate arrangements with Company with respect to payment of such
      costs.

              


      

      


      (e)           The
fiscal year of Company shall end on June 30.

      


      
        	
                 
      

              	
                (f)

              	
                Unless
      otherwise agreed between WPP and IDM, the auditors of Company will be
      Anjum Asim Shahid Rahman, the accounting firm based in Pakistan that is
      affiliated with Grant Thornton.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Company’s
      financial accounts will be maintained in accordance with generally
      accepted accounting principles applicable in Pakistan; provided that
      Company will also prepare financial statements in accordance with US
      generally accepted accounting principles to the extent required in order
      to comply with the financial and accounting controls applicable to WPP or
      its successor.  Each party will be entitled to require Company
      to provide to it all such information as may be required for the purposes
      of the preparation of their respective accounts in accordance with such
      generally accepted accounting principles and the requirements of the law
      applicable in their respective jurisdictions.  Any such
      information furnished by Company shall be provided to both WPP and IDM,
      regardless of which party requested such information, and each party will
      be entitled to receive all such information relating to the affairs of
      Company as may be requested at any time and from time to
      time.  Company will provide to the parties regular and periodic
      reports on the business, operations and financial and other affairs of
      Company, including without limitation a balance sheet, income statement
      and statement of cash flows prepared in accordance with generally accepted
      accounting principles in Pakistan and the United States, which shall be
      distributed to the parties on a monthly basis, in
  arrears.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Company
      shall keep its funds separate from those of any other person and shall
      maintain its own depository, banking and similar
  accounts.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      parties agree to ensure that Company’s information systems are compatible
      with WPH’s information systems and are capable of handling Electronic Data
      Interchange (EDI) transactions, including electronic transfer of design
      patterns and similar items.  WPH will have the right to approve
      all information systems used by Company in connection with the design,
      manufacturing, inventory, distribution of products and logistics,
      including storage, packaging and labeling.  WPH will assist
      Company in the design, installation and start-up of Company’s technology
      infrastructure pursuant to agreements to be negotiated among the parties,
      which will compensate WPH for costs incurred by WPH.  The annual
      operating budget of Company will take these requirements into
      account.

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (j)

              	
                WPP
      and IDM will develop a mutually acceptable plan for the expansion of the
      Facility by the construction of Additional Facilities, which will include
      approximately fifty (50) to sixty-five (65) additional looms, for a total
      of approximately one hundred ten (110) looms, as well as dyeing,
      finishing, distribution and yarn manufacturing activities.  This
      plan will include agreed deadlines for (A) completion, commissioning and
      commercial production and (B) standards for determining the quality of the
      additional products manufactured or services provided at the Additional
      Facilities.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Except
      for the transactions between the parties reflected in the WPH Supply
      Agreement and the other Project Documents, any transactions or agreements
      between Company and any of its Affiliated Entities, including WPP, WPH and
      members of the Indus Group, will be entered into on an arms’ length basis,
      upon terms that are no less favorable to Company than would apply in a
      transaction with a person or entity that is not an Affiliated Entity, or
      that are fully disclosed to and approved by the
  Board.

              


      

      


      
        	
                 
      

              	
                3.7

              	
                Compliance with Laws
      Regarding Payments.  The parties agree that neither
      Company nor its officers or directors, nor anyone for whose acts or
      defaults Company may be vicariously liable or anyone acting on behalf of
      any of them, including any party hereto, shall make any payments in
      violation of applicable laws of Pakistan in connection with or in any way
      relating to or affecting this Agreement or the business to be carried on
      by Company nor shall such persons make any payments in violation of the
      Business Ethics Policy of WPH.  In addition, the parties
      acknowledge that the laws of the United States of America, including the
      Foreign Corrupt Practices Act, prohibit any direct or indirect payment of
      money or anything of value to any governmental official, international
      organization, political party or candidate for political office for the
      purpose of obtaining or retaining business.  The parties
      represent and warrant to each other that in the performance of their
      obligations under this Agreement or otherwise in connection with this
      Agreement they have not made and agree that they will not make any such
      prohibited payment, and they will cause Company not to make any such
      prohibited payment.

              


      

      


      
        	
                4. 

              	
                Sale of the
      Facility.

              


      

      


      
        	
                 
      

              	
                4.1

              	
                General.  During
      the period between the issuance of the Certificate of Commencement and the
      Closing, IDM shall, and IDM and WPP shall cause Company to, enter into a
      facility purchase and sale agreement (the “Facility Purchase
      Agreement”), in a form mutually agreed upon by IDM and WPP,
      pursuant to which Company will purchase the Facility, and no less than
      forty (40) acres of real property (the “Property”), which shall
      include the real property on which the Facility is located and
      approximately 35 acres of additional real property adjoining the Facility
      to accommodate any Additional Facilities that have been discussed or
      constructed by the parties.  The purchase of the Facility shall
      include all of the fixtures, plant, equipment, systems, supplies and spare
      parts associated with the Facility, as specifically identified in the
      exhibits to the Facility Purchase Agreement.  The transactions
      contemplated in the Facility Purchase Agreement shall be consummated at
      the Closing.

              


      

      


      
        	
                 
      

              	
                4.2

              	
                Purchase
      Price.  As more fully described in the Facility Purchase
      Agreement, the purchase price for the Facility shall be the book value as
      determined in accordance with the records of IDM and approved by WPP
      (which is estimated to be approximately seventeen million United States
      dollars (US$17,000,000)), and the purchase
      price for the Property shall be forty thousand United States dollars
      (US$40,000.00) per acre.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      
        	
                5. 

              	
                Sale of WPH
      Equipment.

              


      

      


      
        	
                 
      

              	
                5.1

              	
                General. During
      the period between the issuance of the Certificate of Commencement and the
      Closing, WPH shall, and WPP and IDM shall cause Company to, enter into an
      equipment purchase and sale agreement in a form mutually agreed upon by
      the parties hereto (the “WPH Equipment Purchase
      Agreement”) pursuant to which Company will, if feasible, purchase
      looms and other textile manufacturing equipment previously in service in
      WPH facilities in the United States and offered by WPH to
      Company.  The transactions contemplated in the WPH Equipment
      Purchase Agreement shall be consummated at the
  Closing.

              


      

      


      
        	
                 
      

              	
                5.2

              	
                Purchase
      Price.  Subject to any additional or different terms
      approved by the Board of Company, and as more fully described in the WPH
      Equipment Purchase Agreement, the purchase price for any used equipment of
      WPH shall be in accordance with the costs set forth in more detail in the
      WPH Equipment Purchase Agreement  (the “WPH Equipment
      Value”).

              


      

      


      
        	
                 
      

              	
                5.3

              	
                Alternate Form of
      Transfer.  If  WPP and IDM mutually agree, the
      purchase price for the Facility or for any Additional Facilities or any
      equipment may be financed through asset purchase loans or other seller
      financing on terms agreeable to all of WPP, IDM and
    Company.

              


      

      


      
        	
                6.

              	
                WPH Supply
      Agreement.  During the period between the issuance of the
      Certificate of Commencement and the Closing, WPH shall, and IDM and WPP
      shall cause Company to, execute the WPH Supply Agreement pursuant to which
      WPH will purchase the Terry Products from Company, in a form mutually
      agreed upon by the parties hereto (the “WPH Supply Agreement”),
      which agreement shall become effective as of the
  Closing.

              


      

      


      
        	
                7.

              	
                IDM Yarn Supply
      Agreement.  IDM or, if agreed, another member of the
      Indus Group, will be given the right of first offer to supply Company with
      yarn, provided that if Company is able to obtain yarn on better price,
      quality or delivery terms from any other source, Company will purchase
      yarn from such source.  To the extent the parties agree on the
      terms, IDM or the relevant member of the Indus Group shall, and IDM and
      WPP shall cause Company to, execute a yarn supply agreement (the “Yarn Supply Agreement”),
      which agreement may become effective as of the  Closing or such
      time thereafter as the parties shall
agree.

              


      

      


      
        	
                8.

              	
                Restrictions on the
      Activities of WPP, WPH and IDM.  In addition to any other
      restrictions contained in the Project Documents, the parties will be
      subject to the following restrictions on their activities in competition
      with  Company:

              


      

      


      8.1         Activities of
IDM.

      


      
        	
                 
      

              	
                (a)

              	
                Neither
      IDM nor any other member of the Indus Group, nor any of their Affiliated
      Entities, will

              


      

      


      
        	
                 
      

              	
                (i)

              	
                manufacture,
      sew or finish Terry Products or other home textile products that compete
      with or are similar to those manufactured by Company (e.g. towels,
      bathrobes and terry bathmats),

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                own
      any interest in, directly or indirectly, or otherwise participate in,
      directly or indirectly, any entity other than Company that is involved in
      any aspect of the manufacturing, sewing or finishing processes for Terry
      Products or other home textile products that compete with or are similar
      to those manufactured by Company (e.g. towels, bathrobes and terry
      bathmats),

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                participate,
      directly or indirectly, in any other textile manufacturing, sewing or
      finishing activity that competes with or is similar to that undertaken by
      Company, or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                solicit
      any employees of Company;

              


      

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      provided,
that the restrictions contained in this Section 8.1(a) shall not prohibit
IDM or any other member of the Indus Group or any Affiliated Entity from
manufacturing any products or carrying on any business currently conducted by
IDM or such member of the Indus Group or Affiliated Entity.

      


      
        	
                 
      

              	
                (b)

              	
                Without
      limiting the restrictions in Section 8.1(a) above, for a period of thirty
      (30) months from the Closing, neither IDM nor any member of the Indus
      Group shall undertake any home textile products manufacturing or finishing
      activities (excluding yarn production and other textile products currently
      being marketed by IDM or such member of the Indus Group) without the
      consent of WPP.  WPP has the right to withhold consent or
      require that such activities be undertaken through Company or a similarly
      established joint venture arrangement on terms substantially similar to
      those that apply to the Project (or a similar project).  If
      after such thirty (30) month period, IDM or any member of the Indus Group
      wishes to engage in home textile products manufacturing or finishing
      activities other than those described in Section 8.1(a) (excluding yarn
      production and other textile products currently being marketed by IDM or
      that member of the Indus Group), then IDM or such member of  the
      Indus Group shall notify WPP of its intentions.  WPP shall have
      the right to require that such activities be undertaken through Company or
      a similarly established joint venture arrangement on terms substantially
      identical to those that apply to the Project (or a similar
      project).  Subject to the restrictions in Section 8.1(a) above,
      if WPP does not elect to require that such activity be conducted through
      the Project (or a similar project) within sixty (60) days of its receipt
      of notice from IDM or another member of the Indus Group, then IDM or such
      member of the Indus Group will be permitted to engage in such activity
      without the participation of WPP or
Company.

              


      

      


      8.2         Activities of WPP and
WPH.

      


      
        	
                 
      

              	
                (a)

              	
                If
      WPH wishes to engage in textile manufacturing or finishing activities
      related to Terry Products in Pakistan in greater quantities than those
      contemplated by the WPH Supply Agreement (including those contemplated by
      Section 1) or if either WPP or WPH wishes to engage in new textile
      manufacturing or finishing activities related to Terry Products other than
      those then engaged in by Company, it will notify IDM.  IDM will
      have a right of first refusal with respect to the conduct of such activity
      in cooperation with WPP or WPH, as the case may be, either through Company
      or through another joint venture arrangement on terms substantially
      identical to those that apply to the Project (or a similar project);
      provided that WPH’s obligation to notify IDM and IDM’s right of first
      refusal shall not apply if Company has breached any of the material
      requirements of the WPH Supply Agreement, including any WPH requirements
      with respect to timeliness, quality or cost competitiveness. If IDM does
      not elect to require that such activity be conducted through the Company
      or another joint venture arrangement within sixty (60) days of its receipt
      of notice from WPP or WPH, then WPP or WPH, as the case may be, will be
      permitted to engage in such activity without the participation of IDM or
      Company. Such right of first refusal shall not apply to any additional
      orders under, or renewals of, any existing manufacturing or supply
      programs in which WPH is a participant in Pakistan, which current programs
      shall be identified in an exhibit to the WPH Supply Agreement (the “Existing
      Relationships”).  IDM acknowledges and agrees that WPH
      currently has Existing Relationships in Pakistan with other persons and
      entities with respect to non-terry product textile manufacturing and
      finishing activities (“Non-Terry Activities”)
      and will continue to explore and enter into such relationships throughout
      the Project Term.  WPH will have no obligation to conduct such
      Non-Terry Activities through Company or otherwise in conjunction with
      IDM.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                Except
      as set forth in Section 8.2(a) above, neither WPP nor WPH will be
      restricted from purchasing textile products, including Terry Products,
      from any other vendor in or outside of Pakistan; provided that Company
      will have a right of first refusal to sell to WPP or WPH, upon the same
      price, quality and delivery terms, any Terry Products and other home
      textile products purchased by WPP or WPH in Pakistan that are of the type
      and quality manufactured by Company or capable of being manufactured by
      Company without additional capital contributions by either WPP or IDM or
      capital expenditures in excess of US$1,000,000 by Company; provided that
      Company’s right of first refusal shall not apply if Company has breached
      any of the material requirements of the WPH Supply Agreement, including
      any WPH requirements with respect to timeliness, quality or cost
      competitiveness.  If Company does not elect to sell such
      products to WPP or WPH on such price, quality and delivery terms within
      sixty (60) days of its receipt of notice from WPP or WPH, then WPP or WPH,
      as the case may be, will be permitted to purchase such products from any
      other vendor. Such right of first refusal shall not apply to any
      additional orders under, or renewals of, any Existing
      Relationships.

              


      

      


      
        	
                9.

              	
                Term and
      Termination.

              


      

      


      
        	
                 
      

              	
                9.1

              	
                Term.  Subject
      to Sections 9.3 and 9.6, the Project will have an initial term of ten (10)
      years (the “Project
      Term”), at the end of which time the Project Term will be extended
      for an additional ten (10) years, unless either IDM or WPP notifies the
      other no later than the end of the ninth (9th)
      year of the Project Term that it does not wish to extend the Project
      Term.

              


      

      


      
        	
                 
      

              	
                9.2

              	
                End of Project
      Term.  If either IDM or WPP has notified the other
      pursuant to Section 9.1 that it does not wish to extend the Project Term,
      or if required pursuant to Section 9.6(b), the following provisions
      (the “Buy-Sell
      Procedures”) will apply.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                WPP Right to Initiate
      Buy-Sell.  No later than the 180th
      day before the end of the Project Term, or within 20 days following the
      occurrence of the 9.6(b) Date (as defined in Section 9.6), as applicable,
      WPP will give written notice (the “Buy-Sell Notice”) to
      IDM, which either

              


      

      


      
        	
                 
      

              	
                (i)

              	
                specifies
      a price per share in US$ (the “WPP Specified Price”)
      and is an unconditional offer by WPP to
either

              


      

      


      
        	
                 
      

              	
                (A)

              	
                purchase
      all shares of the Company held by IDM (or any successor), including any
      Director Shares held by any person appointed by IDM (or such successor) at
      the WPP Specified Price, or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                sell
      to IDM all shares of the Company held by WPP (or any successor), including
      any Director Shares held by any person appointed by WPP (or such
      successor) at the WPP Specified Price,
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                requires
      IDM to specify a price per share in US$ (the “IDM Specified Price”)
      and make an unconditional offer to WPP to
either

              


      

      


      
        	
                 
      

              	
                (A)

              	
                sell
      to WPP all shares of the Company held by IDM (or any successor), including
      any Director Shares held by any person appointed by IDM (or such
      successor) at the IDM Specified Price,
or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                purchase
      all shares of the Company held by WPP (or any successor), including any
      Director Shares held by any person appointed by WPP (or such successor) at
      the IDM Specified Price.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                IDM Response to
      Buy-Sell Notice.  Upon receipt of a Buy-Sell Notice from
      WPP, IDM shall respond to WPP within thirty (30) days as
      follows.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                If
      the Buy-Sell Notice from WPP constituted an offer as contemplated by
      Section 9.2(a)(i), then IDM shall give to WPP a written election to
      either

              


      

      


      
        
           

        

        
          17

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (A)

              	
                purchase
      all shares of the Company held by WPP (and the WPP Director Shares), in
      which case IDM will purchase the WPP shares (and the WPP Director Shares),
      or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                sell
      all shares of the Company held by IDM, in which case WPP will purchase the
      IDM shares (and the IDM Director
Shares),

              


      

      


      in either
case upon the terms set out in the offer made pursuant to Section 9.2(a)(i), and
delivery of such election shall be deemed to be an acceptance of such offer and
shall constitute a legally binding agreement to perform the obligations pursuant
to such election.

      


      
        	
                 
      

              	
                (ii)

              	
                If
      the Buy-Sell Notice from WPP required IDM to make an offer as contemplated
      by Section 9.2(a)(ii), then IDM shall deliver to WPP a written notice
      containing an offer in accordance with Section
  9.2(a)(ii).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                WPP Response to
      Buy-Sell Offer.  Upon receipt of an offer from IDM
      pursuant to Section 9.2(a)(ii), within thirty (30) days WPP shall give to
      IDM a written election to either

              


      

      


      
        	
                 
      

              	
                (A)

              	
                purchase
      all shares of the Company held by IDM (and the IDM Director Shares), in
      which case WPP will purchase the IDM shares (and the IDM Director Shares),
      or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                sell
      all shares of the Company held by WPP, in which case IDM will purchase the
      WPP shares (and the WPP Director
Shares),

              


      

      


      in either
case upon the terms set out in the offer made pursuant to Section 9.2(a)(ii),
and delivery of such election shall be deemed to be an acceptance of such offer
and shall constitute a legally binding agreement to perform the obligations
pursuant to such election.

      


      
        	
                 
      

              	
                (d)

              	
                Terms of the
      Offer.  Any Buy-Sell Offer made by either WPP or IDM
      pursuant to this Section 9.2 will have no terms other than the
      purchase price, except that the purchase may be made by the offering party
      or a wholly-owned subsidiary of the offering party (the “Purchaser”).  For
      the purposes of this Agreement, an offer contemplated by either Section
      9.2(a)(i) or  Section 9.2(a)(ii) is defined as a “Buy-Sell
      Offer”.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Closing and Date of
      the Closing.  The closing (the “Buy-Sell Closing”) of
      any purchase and sale under this Section 9.2 will take place no later than
      the 30th day following the date on which the relevant Buy-Sell Offer is
      accepted (the “Buy-Sell
      Closing Date”); provided, however, that the Buy-Sell Closing Date
      will be extended to the extent necessary to secure any required
      governmental approval or consent so long as the person requiring such
      approval or consent diligently pursues the same and every thirty (30) days
      during such extension delivers to the other shareholder a certificate that
      such approval is being diligently
pursued.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Deliveries at the
      Closing.  At the Buy-Sell
  Closing,

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Purchaser will pay to the selling party (the “Seller”) the full amount
      of the purchase price in cash in US$ for the Seller’s shares in
      immediately available funds,

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Purchaser will deliver to the Seller the documentation that the Purchaser
      is to deliver under Section 9.2(h),
and

              


      

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Seller will deliver the documentation that the Seller is required to
      deliver under Section 9.2(g).

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Seller
      Deliveries.  At the Buy-Sell Closing, the Seller will
      deliver to the Purchaser or its designee the following executed
      documentation, in a form reasonably acceptable to the
      Purchaser:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                certificates
      representing its shares, together with all necessary transfer
      documentation;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      resignation of each of its designees who are acting as Directors or
      Officers;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      representation and warranty by the Seller that its shares and all
      indebtedness owed to it by the Company are free and clear of all liens
      whatsoever, which representation and warranty will survive the Buy-Sell
      Closing forever;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                a
      general release of all claims against the Company and the Purchaser
      relating to Company matters; and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                such
      other documentation as the Purchaser may reasonably require in order to
      vest in the Purchaser full right, title and interest in and to the shares
      of the Seller.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Purchaser
      Deliveries.  At the Buy-Sell Closing, the Purchaser will
      deliver to the Seller:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      purchase price determined in accordance with this Section 9.2,
      subject to the following:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                If
      the Seller owes money to the Company, then the purchase price payable to
      the Seller will be reduced by the amount of the unpaid principal and
      accrued but unpaid interest of such indebtedness and such amount will be
      paid by the Purchaser to the
Company.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                If
      the Company owes money to the Seller, then the Company will pay the Seller
      the unpaid principal and accrued and unpaid interest of such indebtedness
      simultaneously with payment of the purchase price;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      general release of all claims against the Seller by the Company and the
      Purchaser relating to Company matters, except for claims arising from the
      unauthorized actions of the Seller in respect of the Company that have not
      been disclosed to the Purchaser and except for the continuing obligations
      of the Seller under this Agreement or any Related Agreement with respect
      to confidentiality and
competition.

              


      


      
        	
                 
      

              	
                (i)

              	
                Failure to Complete
      Buy-Sell.  If either party (“Party A”) is required to
      purchase the other party’s (“Party B”) shares
      pursuant to a Buy-Sell Offer and fails, for any reason, other than a
      failure by Party B to comply with the terms of this Section 9.2, to
      complete such purchase by the Buy-Sell Closing Date, then Party B shall
      have the right exercisable in its discretion either (A) to purchase all of
      Party A’s shares at a price equal to the product of 0.80 times the
      applicable purchase price in the Buy-Sell Offer, or (B) to pursue such
      other remedies, including a claim for breach of contract, as may be
      available under applicable law.  The parties acknowledge that
      damages may be difficult to estimate and agree that Party B shall be
      entitled to seek specific performance of its rights under this Section 9.2
      and other equitable remedies.  In addition, Party A shall be
      deemed to have given to Party B an irrevocable proxy to vote all the
      shares of the Company that are the subject of such Buy-Sell Offer and to
      receive and retain all dividends or other distributions that may be made
      or declared with respect to such
shares.

              


      

      


      
        
           

        

        
          19

          
            

          

        

        
           

        

      

      


      
        	
                 
      

              	
                (j)

              	
                Completion of
      Buy-Sell.  Effective upon any purchase by one party of
      all the other party’s shares in the Company pursuant to a Buy-Sell Offer,
      this Agreement shall be terminated except for Section 13, which shall
      survive the termination, but unless otherwise specified in the WPH Supply
      Agreement or the Yarn Supply Agreement, such termination shall not affect
      the WPH Supply Agreement or the Yarn Supply
  Agreement.

              


      

      


      
        	
                 
      

              	
                9.3

              	
                Termination upon
      Default.  Either IDM or WPP and WPH (acting together)
      (the “Non-Defaulting
      Party”) will have the right to terminate this Agreement by notice
      (a “Default
      Notice”) to the other party (the “Defaulting Party”) upon
      the occurrence of an Event of Default with respect to the Defaulting
      Party.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                “Event of Default” means,
      with respect to a party:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a
      material breach by the Defaulting Party of its obligations under this
      Agreement or any of the Related Agreements or other agreements between the
      Defaulting Party and Company;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                repudiation
      (without any breach existing by the other side) by the Defaulting Party of
      its obligations with respect to any performance not yet due: (A) under
      this Agreement or (B) under any Related
  Agreement;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                an
      Insolvency Event of the Defaulting
Party;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                either
      party acting to consolidate or amalgamate with, or merge with or into, or
      transfer all or substantially all of its assets to, or reorganize,
      incorporate, reincorporate, or reconstitute into or as, another entity, or
      another entity undertaking to transfer all or substantially all of its
      assets to, or reorganize, incorporate, reincorporate, or reconstitute into
      or as, that party (collectively, a “Combination”) and after
      such Combination the resulting, surviving transferee or successor entity
      fails to assume all the obligations of that party under this Agreement or
      any Related Agreement to which it or its predecessor was a party by either
      operation of law or pursuant to an agreement reasonably satisfactory to
      the other party to this Agreement;
or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                making
      by the Defaulting Party of a materially incorrect or misleading
      representation or warranty under this Agreement or any Related
      Agreement;

              


      

      


      provided
that no event or occurrence described in paragraphs (i) or (v) above shall
constitute an Event of Default if the effect of such event is cured within 30
days following receipt of written notice of such event or occurrence, or any
longer period so long as the event or occurrence is curable and the Defaulting
Party is proceeding diligently to cure such default as promptly as
possible.

      


      
        	
                 
      

              	
                (b)

              	
                “Insolvency Event” with
      respect to a party means that such
party:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                is
      dissolved (other than pursuant to a consolidation, amalgamation or
      merger);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                becomes
      insolvent or is unable to pay its debts or fails or admits in writing its
      inability generally to pay its debts as they become
  due;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                makes
      a general assignment, arrangement or composition with or for the benefit
      of its creditors;

              


      

      


      
        
           

        

        
          20

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (iv)

              	
                institutes
      a proceeding seeking a judgment of insolvency or bankruptcy or any other
      relief under any bankruptcy or insolvency law or other similar law
      affecting creditors' rights;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                has
      a resolution passed for its winding-up, official management or liquidation
      (other than pursuant to a consolidation, amalgamation or
      merger);

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                seeks
      or becomes subject to the appointment of an administrator, provisional
      manager, liquidator, conservator, receiver, trustee, custodian or other
      similar official for it or for all or substantially all of its assets, and
      in the case of an involuntary appointment, the order of appointment has
      not been set aside within sixty (60) days of such
  order;

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                has
      a receiver appointed to take possession of all or substantially all of its
      assets or has a distress, execution, attachment, sequestration or other
      legal process levied, enforced or sued on or against all or substantially
      all of its assets;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                causes
      or is subject to any event with respect to it which, under the applicable
      laws of any jurisdiction, has an analogous effect to any of the events
      specified in clauses (i) to (vii) (inclusive);
  or

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                takes
      any action in furtherance of, or indicating its consent to, approval of,
      or acquiescence in, any of the foregoing
acts.

              


      

      


      
        	
                 
      

              	
                9.4

              	
                Remedies upon
      Default.  Upon the occurrence of an Event of Default, the
      Non-Defaulting Party will have the right to exercise any one or more of
      the following remedies:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Non-Defaulting Party shall have the right to purchase from the Defaulting
      Party all of the shares of Company owned by the Defaulting Party
      (including any shares held by its assignees and any Directors’ Shares held
      by directors appointed by the Defaulting Party), at a price equal
      to

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      product of 0.80 multiplied by the Ownership Percentage of the Defaulting
      Party, multiplied by

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      fair market value of the assets of Company after taking into account all
      of Company’s liabilities, as determined by an internationally recognized
      investment bank or other financial
advisor.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Non-Defaulting Party shall have the right to require the Defaulting Party
      to purchase all shares in Company held by the Non-Defaulting Party
      (including any shares held by its assignees and any Directors’ Shares held
      by directors appointed by the Non-Defaulting Party) at a price equal
      to

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Ownership Percentage of the Non-Defaulting Party, multiplied
      by

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      fair market value of the assets of Company after taking into account all
      of Company’s liabilities, as determined by an internationally recognized
      investment bank or other financial
advisor.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Non-Defaulting Party shall have the right to require the parties to bid
      against each other to purchase the outstanding shares in Company held by
      the other party (including any shares held by any assignees of a party and
      any Directors’ Shares held by directors appointed by such party), or if no
      such bids are received, to require Company to be wound up in accordance
      with the laws of Pakistan.

              


      

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (d)

              	
                Subject
      to the limitations set forth in Section 9.8, the Non-Defaulting Party
      shall have the right to recover from the Defaulting Party damages arising
      from an Event of Default.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Any
      remedies of the parties set forth in this Agreement shall be in addition
      to and not in lieu of remedies provided pursuant to the terms of any
      Related Agreement, and neither party shall, by electing any remedy in this
      Agreement, be deemed to have waived any other or additional remedy under
      any Related Agreement.

              


      

      


      
        	
                 
      

              	
                9.5

              	
                Non-Defaulting Party
      Right to Cure.  Upon the occurrence of an Event of
      Default under Section 9.3(a), and the failure by the Defaulting Party to
      cure such Event of Default within thirty (30) days, the Non-Defaulting
      Party may, at any time prior to giving a Default Notice and to the extent
      it is able to do so, cure such Event of Default, and recover from the
      Defaulting Party the costs of such
cure.

              


      

      


      
        	
                 
      

              	
                9.6

              	
                Board
      Deadlock.  If at any time WPP and IDM or their respective
      successors (the “Deadlocked Parties”)
      reach a Deadlock (as defined below), and the Deadlocked Parties fail to
      resolve the Deadlock within forty-five (45) days, then the following
      procedures will apply.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Deadlocked Parties shall first submit the deadlocked issue to non-binding
      mediation by an internationally recognized business executive selected
      jointly by WPP and IDM, with at least ten (10) years experience in the
      international textile industry who is independent and has not been
      affiliated with WPP, WPH, IDM or any Affiliated Entities of any of them
      during the previous three (3)
years.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      WPP and IDM fail to agree on a mediator within fifteen (15) days
      of  either party declaring that the Deadlock cannot be resolved
      by the parties, or if the Deadlock remains unresolved within thirty (30)
      days after the appointment of the mediator (the date of any such event
      being referred to as the “9.6(b) Date”), then
      either Deadlocked Party may declare the Deadlock irresolvable, in which
      case the Deadlocked Parties will implement the Buy-Sell Procedures with
      the effects specified in Section 9.2, provided that if the Buy-Sell
      procedures are implemented prior to the fifth anniversary of the Closing
      then

              


      

      


      
        	
                 
      

              	
                (i)

              	
                WPP
      shall not have the option provided in Section 9.2(a) to require IDM to
      specify the price, but shall itself be required to make a Buy-Sell Offer
      to which IDM shall be required to respond in accordance with Section
      9.2(b), and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      purchase price per share specified in such Buy-Sell Offer must not be less
      than an amount equal to an amount resulting from dividing (A) the value of
      all the Company’s assets as shown on the Company’s most recent regularly
      prepared balance sheet plus the amount of any outstanding irrevocable
      commitments of Company to purchase items of equipment which are not
      accounted for in the book value of Company’s assets, minus the value of
      all liabilities shown on such balance sheet, by (B) the total number of
      outstanding shares of the Company.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      “Deadlock” shall
      be deemed to have occurred if

              


      

      


      
        	
                 
      

              	
                (i)

              	
                at
      any two successive duly called meetings of the Board either or both, or
      any combination of, (A) or (B) occur: (A) a matter has been proposed by
      one party, has been brought to a vote, has received the support of at
      least two Directors nominated by the proposing party, and has failed to
      receive the vote of at least two Directors nominated by the other party,
      or (B) one or more Directors appointed by a party (or their alternates)
      fail to attend as a result of which the meeting lacks a quorum, and either
      WPP or IDM gives written notice to the other within 15 days after the date
      of the second such meeting declaring that a deadlock has been reached,
      or

              


      

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                at
      any duly called meeting of the shareholders of Company either or both, or
      any combination of, (A) or (B) occur: (A) a matter has been proposed by
      one party, has been brought to a vote, has received the support of that
      party, and has failed to receive the vote of the other party, provided
      that for this purpose, the votes cast by a party, any Directors nominated
      by it, and any Affiliated Entity that holds any shares, shall be
      aggregated, or (B) any party fails to attend as a result of which the
      meeting lacks a quorum and either WPP or IDM gives written notice to the
      other within 15 days after the date of such meeting declaring that a
      deadlock has been reached.

              


      

      


      
        	
                 
      

              	
                9.7

              	
                Winding
      Up.  If Company is required to be wound up then, unless
      otherwise agreed and subject to applicable Pakistan
  law,

              


      

      


      
        	
                 
      

              	
                (a)

              	
                all
      outstanding liabilities of Company will be paid in full or, if
      appropriate, covered by adequate reserves set aside for such
      payment,

              


      

      


      
        	
                 
      

              	
                (b)

              	
                all
      accrued and unpaid dividends or other distributions will be
      paid,

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      remaining assets will (A) be distributed to WPP and IDM in accordance with
      their Ownership Percentages or (B) if such distribution is not
      practicable, will be sold at fair market value with the proceeds being
      distributed to WPP and IDM in accordance with their Ownership
      Percentages.

              


      

      


      
        	
                 
      

              	
                9.8

              	
                Exclusion of
      Consequential Damages.  Notwithstanding
      anything to the contrary contained herein, no party shall, under any
      circumstances, be liable to any other party for lost profits,
      consequential, incidental, special, punitive, or indirect damages arising
      out of or related to this Agreement or the transactions contemplated
      hereunder, even if the defaulting party has been apprised of the
      likelihood of such damages.

              


      

      


      
        	
                 
      

              	
                9.9

              	
                Termination of WPH
      Obligations.  Effective upon any transfer by WPP of its
      shares of stock in Company to any person other than an Affiliated Entity
      in accordance with the terms of this Agreement, the obligations of WPH to
      Company under this Agreement shall be terminated, except the obligations
      of WPH described in Section 2.3(c) and Sections 13, 14 and 15.7, which
      shall survive such termination.  The parties acknowledge and
      agree that the obligations of WPH subject to termination in accordance
      with this Section 9.9 shall include those obligations set forth in
      Sections 3.6(c) and 3.6(i) and Sections 8.2(a) and
  8.2(b).

              


      

      
        	
                10.

              	
                Representations and
      Warranties.

              


      

      


      
        	
                 
      

              	
                10.1

              	
                Representations and
      Warranties of WPH and WPP.  WPP and WPH each hereby
      represent and warrant to IDM, as of the date hereof, as
      follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Status.  Each
      of WPP and WPH is a corporation validly existing and in good standing
      under the laws of the State of Delaware, U.S.A.  Each of WPP and
      WPH has all necessary power to enter into this Agreement and the
      applicable Related Agreements.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Authorization,
      etc. The execution, delivery and performance by WPH and WPP of this
      Agreement has been authorized by all necessary action on the part of WPP,
      WPH and their respective shareholders, and does not and will
      not

              


      

      


      
        	
                 
      

              	
                (i)

              	
                violate
      the organizational documents of WPP, WPH or any applicable Pakistani law,
      or

              


      

      


      
        
           

        

        
          23

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (ii)

              	
                contravene,
      conflict with, or result in a default under any prior order or judgment of
      any court or other governmental authority or any agreement to which either
      WPP or WPH is currently a party or by which any of the assets of either
      are currently bound.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Governmental Consents,
      etc.  No governmental and other authorizations,
      approvals, consents, notices, and filings are required to have been
      obtained or submitted by WPP or WPH prior to the execution and delivery of
      this Agreement, or if any are required, they have been obtained and are in
      full force and effect.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Enforceability.  The
      obligations of WPP, WPH and any Affiliated Entities of either under this
      Agreement or any other agreement entered into by WPP, WPH or such
      Affiliated Entity in connection with this Agreement or the Project are and
      will be the legal, valid, and binding obligation of WPP, WPH  or
      such Affiliated Entity,  as the case may be, enforceable against
      such entity in accordance with its terms, subject to applicable
      bankruptcy, reorganization, insolvency, moratorium, or similar laws
      affecting creditors’ rights generally and subject as to enforceability, to
      equitable principles of general application regardless of whether
      enforcement is sought in a proceeding  in equity or at
      law.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Litigation.  There
      are no suits, proceedings, judgments, rulings or orders by or before any
      governmental authority, court or arbitrator or any pending or threatened
      action or proceeding affecting WPP, WPH or any of their respective
      Affiliated Entities before any governmental authority, court or arbitrator
      that could reasonably be expected to materially and adversely affect the
      ability of WPP or WPH to perform its obligations under this Agreement or
      any other agreement entered into by it in connection with this Agreement
      or the Project, or which purports to affect the legality, validity or
      enforceability of this Agreement or any other such
    agreement.

              


      

      


      
        	
                 
      

              	
                10.2

              	
                Representations and
      warranties of IDM.  IDM hereby represents and warrants to
      WPH and WPP as follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Status.  IDM
      is a public limited company duly organized, validly existing and in good
      standing under the laws of Pakistan.  IDM has all necessary
      power to enter into this Agreement and the Related
    Agreements.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Authorization,
      etc. The execution, delivery and performance by IDM of this
      Agreement does not and will not

              


      

      


      
        	
                 
      

              	
                (i)

              	
                violate
      the organizational documents of IDM or any applicable Pakistani law,
      or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                contravene,
      conflict with, or result in a default under any prior order or judgment of
      any court or other governmental authority or any agreement to which IDM is
      currently a party or by which any of its assets are currently
      bound.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Governmental Consents,
      etc.  No governmental and other authorizations,
      approvals, consents, notices, and filings that are required to have been
      obtained or submitted by IDM prior to the execution and delivery of this
      Agreement or in connection with the sale of the Facility, or if any are
      required, they have been obtained and are in full force and
      effect.

              


      

      


      
        
           

        

        
          24

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (d)

              	
                Enforceability.  The
      obligations of IDM and any Affiliated Entity under this Agreement and any
      other agreement entered into by IDM or such entity in connection with this
      Agreement or the Project are and will be the legal, valid, and binding
      obligation of IDM or such Affiliated Entity, enforceable against such
      entity in accordance with its terms, subject to applicable bankruptcy,
      reorganization, insolvency, moratorium, or similar laws affecting
      creditors’ rights generally and subject as to enforceability, to equitable
      principles of general application regardless of whether enforcement is
      sought in a proceeding  in equity or at
  law.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Litigation.  There
      are no suits, proceedings, judgments, rulings or orders by or before any
      governmental authority, court or arbitrator or any pending or threatened
      action or proceeding affecting IDM or any of its Affiliated Entities
      before any governmental authority, court or arbitrator that could
      reasonably be expected to materially and adversely affect the ability of
      IDM to perform its obligations under this Agreement or any other agreement
      entered into by it in connection with this Agreement or the Project, or
      which purports to affect the legality, validity or enforceability of this
      Agreement or any other such
Agreement.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Merger with
      YTM.  IDM and YTM have taken all steps necessary to merge
      YTM with and into IDM, and all of the properties, assets, liabilities,
      rights, powers, licenses, contracts and obligations of YTM, including the
      Facility, have vested in IDM pursuant to and in accordance with the order
      dated November 29, 2005, of the High Court of Sindh at Karachi, passed in
      Judicial Miscellaneous Application No. 8 of 2005.  All of such
      properties, assets, liabilities, rights, powers, licenses, contracts and
      obligations of YTM, including the Facility, have been, from the effective
      date of the merger (October 1, 2004) carried on for the account of IDM,
      and all of such properties, assets, liabilities, rights, powers, licenses,
      contracts and obligations now belong or accrue to or are obligations of or
      charges against IDM.

              


      

      


      
        	
                 
      

              	
                10.3

              	
                No Other
      Representations or Warranties.  Except for the
      representations and warranties expressly set forth in this Agreement,
      neither WPH and WPP on one hand, nor IDM on the other hand is relying upon
      any statement, representation or warranty made by the other or any of the
      Affiliated Entities or agents of the other, or any of their respective
      officers or employees; provided, that nothing in this clause shall limit
      any liability arising from fraud or fraudulent
      misrepresentation.  Without limiting the preceding sentence,
      each party expressly acknowledges, represents and warrants to the other
      parties as follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Project.  No representation or warranty is made by any
      party or any of its Affiliated Entities with respect to the possible
      revenues, profits or losses that may arise from the Project or any
      transaction contemplated by this Agreement or any Related
      Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Investment
      Risk.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      investments in Company and the Project contemplated by this Agreement
      involve a high degree of risk and are
illiquid.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Each
      party has a full understanding of the terms and risks of the Project and
      is capable of assuming those risks.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Information.  Representatives
      of each party have had an opportunity to ask questions and receive answers
      about the Project and to obtain additional information from the other
      parties for verification purposes.  Each party has retained and
      will retain legal and professional advisors of its choice and is not
      relying upon advice rendered by any advisors other than those employed or
      retained by it.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Relationship between
      the Parties; Non-Reliance.  In entering into this
      Agreement and any Related Agreement and any transactions in connection
      with the Project, each party

              


      

      


      
        	
                 
      

              	
                (i)

              	
                is
      acting for its own account as a principal (and not as an advisor, agent,
      broker or in any other capacity, fiduciary or otherwise),
    and

              


      

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                has
      made an independent decision to pursue the Project and to enter into this
      Agreement and the Related Agreements based on its own evaluation of the
      costs, risks and benefits of the Project and not in reliance upon any view
      expressed by the other parties to this Agreement or their Affiliated
      Entities.

              


      

      


      
        	
                11.

              	
                Guarantees.  Unless
      otherwise agreed by the parties, neither WPP, WPH, IDM nor any Affiliated
      Entity of any of them will be required to provide any guarantee either to
      the other parties or to any third party, with respect to the obligations
      of Company under any loan or credit agreement, lease, purchase or supply
      agreement or other agreement of any
kind.

              


      

      


      
        	
                12.

              	
                Taxes.

              


      

      


      
        	
                 
      

              	
                12.1

              	
                General.  The
      parties will consult with each other and their respective tax advisors in
      order to ensure that Company is organized and operated in a manner that
      reduces the tax burden on it and its shareholders to the greatest extent
      compatible with the financial targets established by the Board and
      Company’s obligations under its
contracts.

              


      

      


      
        	
                 
      

              	
                12.2

              	
                Disclaimer.  Notwithstanding
      the provisions of Section 12.1, no party is relying on any other party or
      any advisor of any other party in evaluating its tax liability and
      exposure with respect to any part of the transactions included in the
      Project.  No party makes any representation, warranty, covenant
      or guarantee of any kind to the other parties or to any Affiliated Entity
      of the other parties with respect to any tax outcome or tax treatment,
      including any filing, reporting, withholding or payment obligations that
      may apply to any part of the
Project.

              


      

      


      
        	
                13.

              	
                Confidentiality and
      Intellectual Property.

              


      

      


      
        	
                 
      

              	
                13.1

              	
                Confidential
      Information.  For purposes of this Agreement, and subject
      to the special provisions in Section 13.3 below, “Confidential
      Information” means information provided by a party to this
      Agreement (the “Disclosing Party”) to
      the other party to this Agreement or to Company (the “Restricted Party”) in
      connection with the transactions and relationships contemplated by this
      Agreement and any Related Agreement, including but not limited
      to:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                any
      data or information that is competitively sensitive material, and not
      generally known to the public, including, but not limited to, products,
      planning information, marketing strategies, plans, finance operations,
      sales estimates, business plans and internal performance results relating
      to the past, present or future business activities of the Disclosing Party
      and its Affiliated Entities and services and products provided to or
      obtained from, the terms of related contracts with, and any other
      identifying information regarding, the customers, clients and suppliers of
      the Disclosing Party or its Affiliated
Entities;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      scientific or technical information, design, process, procedure, formula,
      or improvement that is commercially valuable and secret in the sense that
      its confidentiality affords the Disclosing Party a competitive advantage
      over its competitors;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                all
      confidential or proprietary concepts, documentation, reports, data
      (including magnetic tapes), specifications, web sites, screen formats,
      computer software, source code, object code, flow charts, databases,
      inventions, systems, system security features, system enhancements,
      information, know-how, show-how and trade secrets, whether or not
      patentable or copyrightable;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                all
      documents, inventions, substances, engineering and laboratory notebooks,
      drawings, diagrams, specifications, bills of material, equipment,
      prototypes and models, and any other tangible manifestation of the
      foregoing;

              


      

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (e)

              	
                any
      other information that the Disclosing Party treats as confidential
      information, whether provided by the Disclosing Party, an Affiliated
      Entity or any other third party;
and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      information derived from any of the foregoing that is treated as
      confidential.

              


      

      


      
        	
                 
      

              	
                13.2

              	
                Nondisclosure.  Each
      party shall treat as confidential, and IDM and WPP shall together cause
      Company to treat as confidential, all Confidential Information of the
      other parties.  No party shall use such Confidential Information
      except as set forth herein, and no party shall disclose such Confidential
      Information to any third party.  Except to the extent provided
      in this Agreement, neither WPP, WPH nor IDM shall be entitled to access,
      use or disclose any Confidential Information of the other parties solely
      by virtue of the provision of such Confidential Information by the
      Disclosing Party to Company.

              


      

      


      
        	
                 
      

              	
                13.3

              	
                Special Provisions as
      to Certain Information.  During the course of the
      relationship contemplated by, and solely in order to permit Company to
      fulfill its obligations under, the WPH Supply Agreement, or pursuant to
      any technical assistance agreement that may be entered into by Company and
      any of the parties (a “Technical Assistance
      Agreement”),  the parties may provide Company with
      certain Confidential Information (the “Technical
      Information”).  All such Technical Information shall
      remain at all times the Confidential Information of the disclosing
      party.  In no event shall the other parties have any right to
      access, use or disclose the Technical Information.  IDM and WPP
      acknowledge and agree that they shall cause Company not to use such
      Technical Information except as set forth in the WPH Supply Agreement or
      any Technical Assistance Agreement and not to disclose the Technical
      Information to any other person.  Without limiting the
      foregoing, in no event shall any party or Company use the Technical
      Information under circumstances that could reasonably be expected to
      facilitate the ability of a person or entity other than the disclosing
      party or Company to manufacture or sell textile
  products.

              


      

      


      
        	
                 
      

              	
                13.4

              	
                Exceptions.  Notwithstanding
      any provisions to the contrary in this Section 13, no party shall have
      liability to the Disclosing Party with regard to any Confidential
      Information of the Disclosing Party that the Restricted Party can prove:
      (i) was in the public domain at the time it was disclosed or has entered
      the public domain through no fault of the Restricted Party; (ii) was known
      to the Restricted Party, without restriction, at the time of disclosure by
      the Disclosing Party; (iii) was disclosed with the prior written approval
      of the Disclosing Party; (iv) was independently developed by the
      Restricted Party without any use of the Confidential Information; (v)
      became known to the Restricted Party, without restriction, from a source
      other than the Disclosing Party without breach of this Agreement by the
      Restricted Party and otherwise not in violation of the Disclosing Party’s
      rights; (vi) was disclosed generally to third parties by the Disclosing
      Party without restrictions similar to those contained in this Agreement;
      or (vii) was disclosed pursuant to the order or requirement of a court,
      administrative agency, or other governmental body; provided, however, that
      in any such event, the Restricted Party shall provide prompt notice
      thereof to the Disclosing Party to enable the Disclosing Party to seek a
      protective order or otherwise prevent or restrict such
      disclosure.  For purposes of Section 13, any Confidential
      Information or Technical Information provided by either WPP or WPH shall
      be deemed also to have been disclosed by the other, so that WPP and WPH
      together shall be the disclosing
party.

              


      

       

      
        	
                 
      

              	
                13.5

              	
                Return of Confidential
      Information.  Upon expiration or termination of the
      Project, WPP and WPH, on the one hand, and IDM, on the other, shall return
      or, at the request of the other, destroy, and IDM and WPP together shall
      cause Company to return or, if so required, destroy, all Confidential
      Information received from the other
party.

              


      

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                13.6

              	
                Confidentiality of
      Agreement.  Each party shall be entitled to disclose the
      existence of this Agreement, but the terms and conditions of this
      Agreement shall be treated as Confidential Information and shall not be
      disclosed to any third party; provided, however, that
      each party may disclose the terms and conditions of this Agreement: (i) as
      required by any court or other governmental body; (ii) as otherwise
      required by law; (iii) to legal counsel of such party; (iv) in confidence,
      to accountants, banks, and financing sources and their advisors; (v) in
      connection with the enforcement of this Agreement or rights under this
      Agreement; or (vi) in confidence, in connection with an actual or proposed
      merger, acquisition or similar
transaction.

              


      

      


      
        	
                 
      

              	
                13.7

              	
                Intellectual
      Property.  Each of WPP, WPH and IDM acknowledge that,
      during the Term of the Project, WPH or IDM may license or otherwise permit
      Company to use certain patents, trademarks, trade names, service marks,
      domain names, copyrights, designs, processes, formulae, methods,
      schematics, technology, invention, trade secrets, know-how, computer
      software programs or applications and tangible or intangible proprietary
      information or material (collectively, “Intellectual Property”)
      owned or licensed by such party (the “Owner”) in order to
      permit Company to perform its obligations under the Project
      Documents.  The parties acknowledge and agree, and IDM and WPP
      shall cause Company to acknowledge and agree, that except to the extent
      that (i) such Intellectual Property is expressly and specifically
      contributed in writing by the Owner thereof as part of an equity
      contribution to Company or (ii) such Intellectual Property is expressly
      and specifically sold to Company by the Owner thereof, neither Company or
      the non-Owner parties shall acquire any rights, express or implied, in the
      Intellectual Property other than those specified in Project Document
      pursuant to which such license or right to use was granted.  For
      the avoidance of doubt, in no event shall Company license or otherwise
      permit the non-Owner parties or any third party to use any such
      Intellectual Property to which it may be given access pursuant to the
      terms of the Project Documents.

              


      

      


      
        	
                 
      

              	
                13.8

              	
                Remedies.  Any
      breach of the restrictions contained in this Section 13 is a breach of
      this Agreement that may cause irreparable harm to the non-breaching
      party.  Any such breach shall entitle the non-breaching party to
      injunctive relief in addition to any other remedies available to
      it.

              


      

      


      
        	
                14.

              	
                Dispute
      Resolution.

              


      

      


      
        	
                 
      

              	
                14.1

              	
                Applicability of
      Arbitration Provisions; Selection of
  Arbitrators.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                ICC
      Rules.  Except as provided in this Section 14, any
      dispute arising out of or in connection with this Agreement or the
      performance of the parties pursuant to this Agreement or any of the
      Related Agreements, which cannot be resolved after discussion among the
      parties as set forth herein, shall be submitted to binding arbitration in
      accordance with the rules of the International Chamber of Commerce (“ICC”), except as
      otherwise provided in this Agreement and except
  that

              


      

       

      
        	
                 
      

              	
                (i)

              	
                where
      this Agreement provides a specific remedy, the arbitrators’ authority
      shall be limited to enforcing such specific remedy;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      the extent any dispute represents a failure to agree on any action or
      decision that is within the scope of the authority of the Board or the
      shareholders of Company under this Agreement or any of the Related
      Agreements, such dispute shall not be subject to arbitration and instead
      shall be resolved in accordance with Section
  9.6.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Initiation of
      Arbitration.  Prior to initiating arbitration under this
      Agreement, a party shall provide the other parties with a written notice
      of the dispute, a proposed means for resolving the same, and the support
      for such position. Thereafter, representatives of the parties shall meet
      to discuss the matter and attempt in good faith to reach a negotiated
      resolution of the dispute. If the parties have not agreed upon a
      resolution of the dispute within ninety (90) days after the date of the
      original notice provided under this subsection (b), or such other time
      period as the parties may agree in writing to allow for discussions
      (“Negotiation
      Period”), then at any time after the end of the Negotiation Period,
      a party may provide written notice to the other parties declaring an
      impasse (“Impasse
      Notice”) and initiating binding arbitration in accordance with the
      further provisions of this Section 14.  Arbitration will be
      deemed to be initiated when an Impasse Notice, properly addressed and
      stamped, is deemed given pursuant to Section
  15.3.

              


      

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (c)

              	
                Selection of
      Arbitrators.  The party initiating arbitration shall
      nominate one arbitrator at the time it initiates arbitration, and the
      other party shall nominate one arbitrator within ten (10) calendar days of
      receiving the notice of arbitration, provided, that WPP and WPH shall be
      treated as a single party for purposes of this Section 14.1(c) and shall
      be entitled to nominate only one arbitrator.  A party’s nominee
      shall not be a representative or agent of such party.  Such
      nominee may but need not be an ICC panel member and, in any case, shall be
      independent of the parties and not have a financial interest in any of the
      parties or their Affiliated Entities or in the dispute.  Each
      nominee shall be competent and experienced in matters involving
      international business transactions and shall be reasonably believed by
      the nominating party to possess the requisite experience, education and
      expertise in respect of the matters to which the claim relates to enable
      such person to perform arbitral duties competently.  The two
      arbitrators shall appoint a third, neutral arbitrator who will act as
      chairman of the arbitration panel. The third, neutral arbitrator shall (i)
      be independent of the parties and not have a financial interest in any of
      the parties or their respective Affiliated Entities or in the dispute,
      (ii) be a practicing attorney with suitable experience with complex
      disputes, and (iii) be unaffiliated and without prior financial alliances
      with any party, any Affiliated Entity associated with a party or either of
      the other arbitrators.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Selection by
      ICC.  If the two arbitrators are unable to agree on a
      third arbitrator within thirty (30) calendar days after initiation of
      arbitration, then a third arbitrator shall be selected by the ICC in
      accordance with its rules, with due regard given to the selection criteria
      above and to input from the parties and other arbitrators.  ICC
      shall complete selection of the third arbitrator no later than sixty (60)
      calendar days after initiation of arbitration. Costs charged by ICC for
      this service shall be divided equally between IDM and WPP and WPH, taken
      together.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Selection by
      Court.  In the event ICC should fail to select the third
      arbitrator within sixty (60) calendar days after initiation of
      arbitration, then either IDM or WPH and WPP (acting together) may petition
      a court of competent jurisdiction in London, England, or such other
      location as the parties agree, to select the third arbitrator. Due regard
      shall be given to the selection criteria above and input from the parties
      and other arbitrators.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Replacement.  If
      prior to the conclusion of the arbitration any arbitrator becomes
      incapacitated or otherwise unable to serve, a replacement arbitrator shall
      be appointed in the manner described above and applicable to the original
      arbitrator being replaced.

              


      

      


      
        	
                 
      

              	
                14.2

              	
                Discovery;
      Hearing. Discovery and other pre-hearing procedures shall be
      conducted as agreed by the parties, or if they cannot agree, as determined
      by a majority of the arbitrators.  Within fifteen (15) calendar
      days after completion of discovery, the party submitting the Impasse
      Notice initiating arbitration shall submit by overnight delivery to the
      other parties and the arbitrators a precise statement of the dispute,
      means of resolving the dispute, and the factual and/or legal support
      therefor.  Within ten (10) calendar days after receiving such
      statement, the other parties shall submit by overnight delivery to the
      first party and the arbitrators a precise statement of the alternative
      means of resolving the dispute and the factual and/or legal support
      therefor, provided, that for purposes of this Section 14.2, WPP and WPH
      shall be deemed to be acting together. The parties shall conduct a hearing
      no later than sixty (60) calendar days following selection of the third
      arbitrator, or thirty (30) calendar days after all pre-hearing discovery
      has been completed, whichever is later, at which the parties shall present
      such evidence and witnesses as they may choose.  Hearings shall
      be conducted in London, England, or such other location as the parties may
      agree.  All proceedings will be conducted in English, and any
      document submitted that is not in English will be accompanied by a
      certified English translation, prepared at the expense of the party
      submitting that document.

              


      

      


      
        
           

        

        
          29

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                14.3

              	
                Decision.  The
      arbitrators shall consider the terms and conditions of this Agreement, and
      any relevant evidence and testimony, and shall render their decision
      within thirty (30) calendar days following conclusion of the hearing. The
      arbitrators’ decision will be limited to selecting one of the alternatives
      specified in the statements of the parties referred to in Section 14.2.
      The decision rendered by a majority of the arbitrators, made in writing,
      shall be final and binding upon the parties. Any such decision may be
      filed in a court of competent jurisdiction and may be enforced by any
      party as a final judgment in such court. The arbitrators shall have no
      authority to award special, exemplary, punitive, indirect or consequential
      damages.

              


      

      


      
        	
                 
      

              	
                14.4

              	
                Expenses.  The
      expenses of arbitration shall be divided equally between IDM, on the one
      hand, and WPP and WPH, on the other, except that IDM and WPP and
      WPH  shall pay the compensation and expenses of its nominated
      arbitrator, and its own counsel, witnesses and employees.  Any
      costs incurred by a party in seeking judicial enforcement of a decision
      rendered in writing by the arbitrators, or a majority of the arbitrators,
      shall be borne exclusively by the party against whom such court order is
      obtained.

              


      

      


      15.           Miscellaneous.

      


      
        	
                 
      

              	
                15.1

              	
                Binding
      Effect.  This Agreement shall be binding on and inure to
      the benefit of the parties and their respective successors and permitted
      assigns.

              


      

      


      
        	
                 
      

              	
                15.2

              	
                Assignment.  This
      Agreement shall not be assigned by any party without the prior written
      consent of the other parties, not to be unreasonably delayed or withheld,
      except in connection with a transfer of shares of Company in accordance
      with this Agreement.  Any purported assignment without required
      consent shall be void.

              


      

      


      
        	
                 
      

              	
                15.3

              	
                Notices And Other
      Communications.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      notice, communication and delivery under this Agreement (i) shall be made
      in writing signed by the party making the same, (ii) shall specify the
      Section of this Agreement pursuant to which it is given, (iii) shall be
      given either in person or by facsimile, and (iv) if not given in person,
      shall be sent to the applicable parties at the address set forth below (or
      at such other address as any party may furnish to the other parties
      pursuant to this subsection) by international courier delivery service,
      delivery charges pre-paid.  Each party’s notice information is
      as follows:

              


      

       

      WPH and
WPP:  WestPoint Home, Inc.

      507 West
Tenth Street

      P.O. Box
71

      West
Point, Georgia  31833

      Attn:  Chief
Operating Officer

      Phone:  706-645-4322

      Fax:      706-645-4300

      


      With a
copy to:   WestPoint Home, Inc.

      507 West
Tenth Street

      P.O. Box
71

      West
Point, Georgia  31833

      Attn:  General
Counsel

      Phone:  706-645-4115

      Fax:      706-645-5396

      


      
        
           

        

        
          30

          
            

          

        

        
           

        

      

       

      IDM:                           
       Indus Dyeing & Manufacturing Co.,
Ltd.

      Suite #508, 5th Floor

      Beaumont Plaza, Beaumont
Raod

      Civil
Lines,Karachi

      Pakistan

      Attn:  Shahzad
Ahmed

      Phone:  92-21-569-3641

      Fax:  92-21-569-3593

      


      With a
copy to:  Irfan Ahmed

      174 Abu
Bakar Block

      New
Garden Town, Lahore

      Pakistan

      Phone:
92-42-586-9004

      Fax:
92-42-586-9003

      


      
        	
                 
      

              	
                (b)

              	
                Any
      party may modify any information specified in this Section 15.3 by giving
      written notice to the other
parties.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                All
      written communications made as provided in Section 15.3(a) shall be deemed
      given upon receipt by the parties to which it is addressed, which, in the
      case of facsimile, shall be deemed to occur by the close of the business
      day on which the same is transmitted in the place of receipt or such
      earlier time as is confirmed by the receiving
  parties.

              


      

      


      
        	
                 
      

              	
                15.4

              	
                Severability.  If
      any term or provision of this Agreement, or the application thereof to any
      person or circumstance, shall to any extent be contrary to any applicable
      law or regulation or otherwise invalid or unenforceable, the remainder of
      this Agreement or the application of such term or provision to persons or
      circumstances other than those as to which it is contrary, invalid or
      unenforceable shall not be affected thereby and, to the extent consistent
      with the overall intent of this Agreement taken as a whole, shall be
      enforced to the fullest extent permitted by applicable law and
      regulation.

              


      

      


      
        	
                 
      

              	
                15.5

              	
                No
      Waiver.  No waiver by any party of any one or more
      defaults by the other parties in the performance of any of the provisions
      of this Agreement or any Related Agreement shall operate or be construed
      as a waiver of any other default, whether of a like kind or different
      nature.  No delay by a party in the enforcement of any of its
      rights under this Agreement shall be deemed a waiver of such
      rights.

              


      

       

      
        	
                 
      

              	
                15.6

              	
                Relationship between
      the Parties.  Nothing in this Agreement shall create or
      be deemed to create a partnership or joint venture between the parties and
      except to the extent expressly specified in this Agreement or any Related
      Agreement no party will or is entitled to act as agent for any other
      party.

              


      

      


      
        	
                 
      

              	
                15.7

              	
                Expenses.  Each
      of IDM, on the one hand, and WPP and WPH, on the other, will be
      responsible for the payment of all costs and expenses incurred by it in
      connection with the preparation and negotiation of this Agreement and the
      Related Agreements and unless, and only to the extent, agreed by the
      parties, none of such costs or expenses will be borne by
      Company.

              


      

      


      
        	
                 
      

              	
                15.8

              	
                No Third Party
      Beneficiaries.  This Agreement confers no rights
      whatsoever upon any person other than WPP, WPH and IDM and shall not
      create, or be interpreted as creating, any standard of care, duty or
      liability to any person not a party hereto.  Without limiting
      the foregoing, no such person will have any right to enforce any of the
      terms of this Agreement pursuant to the Contracts (Rights of Third
      Parties) Act 1999.

              


      

      


      
        	
                 
      

              	
                15.9

              	
                Governing
      Law.  The Project Documents will be governed by the laws
      of England and Wales except as specifically provided in such documents,
      without regard to principles of conflict of
  laws.

              


      

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                15.10

              	
                Certain Rules of
      Construction.  The following rules of construction will
      apply throughout this Agreement and any Related
  Agreement.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Headings.  Any
      headings used in this Agreement or in any Related Agreement are for the
      purpose of convenience only and shall not affect the meaning or
      interpretation of the agreement or document in
  question.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Words of
      Inclusion.  The word “including” will not be construed to
      be a term of limitation, so that references to “included” matters or items
      will be regarded as illustrative and will not be interpreted as a
      limitation on, or an exclusive listing of, the matters or items referred
      to.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Singular and Plural
      Forms; Genders.  Whenever the context so requires, the
      singular includes the plural and the plural includes the singular, and the
      gender of any pronoun includes the other
  genders.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Parties.  The
      word “parties” when used in this Agreement means WPP, WPH and IDM,
      collectively.

              


      

      


      
        	
                 
      

              	
                15.11

              	
                Counterparts.  This
      Agreement may be executed by each party upon a separate copy, and in
      several  counterparts, each of which will be deemed an
      original.

              


      

      


      
        	
                 
      

              	
                15.12

              	
                Obligation to
      Act.  Each of IDM and WPP shall each exercise all of its
      rights as a shareholder of the Company in a manner that gives effect to
      and is consistent with the provisions of this Agreement and the Related
      Agreements; provided that, unless otherwise agreed in its sole and
      absolute discretion, no party shall be obligated to provide any additional
      funds to Company following the Closing, whether in the form of a purchase
      of shares, capital contributions or
loan.

              


      

      


      
        	
                 
      

              	
                15.13

              	
                Amendment.  This
      Agreement may not be amended, modified or varied in any way except in a
      writing signed by each of the
parties.

              


      

       

      
        
           


        

        
          32

          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, the parties have executed, or caused to be executed, this
Agreement, by their duly authorized officers or agents as of the day and year
first above written.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	 
      	 
      	
                                                                                                      WESTPOINT
      HOME, INC.

                                                                                                    
	 
      	 
      	 
      
	
                                                                                                      Witness:

                                                                                                    	 
      	 
      	
                                                                                                      By:

                                                                                                    	 
      
	
                                                                                                      Name:

                                                                                                    	 
      	 
      	
                                                                                                      Name:

                                                                                                    	 
      
	
                                                                                                      Address:

                                                                                                    	 
      	 
      	
                                                                                                      Title:

                                                                                                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                                                                                      Witness:

                                                                                                    	 
      	 
      	 
      	 
      
	
                                                                                                      Name:

                                                                                                    	 
      	 
      	 
      	 
      
	
                                                                                                      Address:

                                                                                                    	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	
                                                                                                      WESTPOINT
      PAKISTAN, INC.

                                                                                                    
	 
      	 
      	 
      	 
      
	
                                                                                                      Witness:

                                                                                                    	 
      	 
      	
                                                                                                      By:

                                                                                                    	 
      
	
                                                                                                      Name:

                                                                                                    	 
      	 
      	
                                                                                                      Name:

                                                                                                    	 
      
	
                                                                                                      Address:

                                                                                                    	 
      	 
      	
                                                                                                      Title:

                                                                                                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                                                                                      Witness:

                                                                                                    	 
      	 
      	 
      	 
      
	
                                                                                                      Name:

                                                                                                    	 
      	 
      	 
      	 
      
	
                                                                                                      Address:

                                                                                                    	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                                      INDUS
      DYEING & MANUFACTURING

                                                                                                    
	 
      	 
      	
                                                                                                      CO.,
      LIMITED

                                                                                                    
	 
      	 
      	 
      	 
      
	
                                                                                                      Witness:

                                                                                                    	 
      	 
      	
                                                                                                      By:

                                                                                                    	 
      
	
                                                                                                      Name:

                                                                                                    	 
      	 
      	
                                                                                                      Name:

                                                                                                    	 
      
	
                                                                                                      Address:

                                                                                                    	 
      	 
      	
                                                                                                      Title:

                                                                                                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Witness:

                                	 
      	 
      	 
      	 
      
	
                                  Name:

                                	 
      	 
      	 
      	 
      
	
                                  Address: