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2. In the Agreement, TRI and ISL have agreed to fully and finally settle all their differences and disputes arising out of or in connection with the Joint Venture Agreement dated 21 January 1995 as amended by a Supplemental Agreement dated 10 June 1997 (collectively referred as “JV Agreement”). On completion, all existing and pending litigations including Arbitration No. 45 of 2001 filed by TRI in Singapore will be settled. The Agreement will be effective upon the sale of TRI’s shares in Sheba to ISL and/or its nominees as referred to in paragraph 4 below (which is in turn subject to due diligence being satisfactory). Disputed issues between TRI and ISL include disputes in respect of each party’s equity holding in Sheba.

3. It is TRI's position that Sheba's entire share capital comprises of 327,966 ordinary shares of par value 1,000 taka. However, there is dispute between ISL and TRI concerning this, as well as each party's equity holding in Sheba.

4. Subject to satisfactory due diligence, ISL and/or its nominees will purchase all of TRI’s legal and beneficial shares in Sheba free from encumbrances for a sum of USD15 million. In addition, TRI will procure the discharge of Sheba’s existing liability to Standard Chartered Bank, Dhaka. This liability is currently secured by a cash deposit of an equivalent amount placed by TRI with the Bank. ISL will in turn, reimburse TRI for up to US$10.0 million once the liability to the Bank is discharged. An undisclosed third party investor will be financing ISL’s financial obligations under the Agreement (“the Investor”).

The Agreement will not have any material effect on TM Group's consolidated earnings for the financial year ending 31 December 2004.

In so far as the Directors of TM are aware, none of the Directors nor the major shareholders of TM and/or persons connected to them have any interest, whether direct or indirect, in the Agreement.