AUDITOR’S REPORT TO THE SHAREHOLDERS

        OF TADHAMON ISLAMIC BANK

         SANA’A REPUBLIC OF YEMEN

         We have audited the accompanying financial statements of Tadhamon Islamic Bank represented in the balance sheet as December 31 , 2001, the related statements of income , cash flows, changes in shareholders’ equity and changes in restricted investments , for the year then ended and the notes to the financial statements in the pages from No. ( --- ) to No. ( --- ). These financial statements and the bank’s undertaking to operate in accordance with Islamic Sharia’ rules and principles are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with International Standards on Auditing and the Auditing standards for Islamic Financial International and the requirement of relevant Yemeni laws and regulations. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Tadhamon Islamic Bank at December 31, 2001, the results of its operation, its cash flows, changes in shareholders’ equity and changes in restricted investments, for the year then ended, in accordance with the sharia' rules and principle as determined by the sharia’ Board of the bank, the accounting standards of the Accounting and auditing organization for Islamic Financial Institutions (AAOIFI) and with applicable local laws and regulations. Also, we ascertained that non of the transactions undertaken by the bank during the year ended December 31, 2001 contravened with the law No. (21) of 1996 regarding Islamic banks.

Ahmed Zakaria

Associated Accountant

  Sana’a, February 12, 2002