AGREEMENT This Agreement is made this day of June 13 ,2007 between :

1. MAJOR T. J. SINGH S/O BRIG. J. S. ALUWALIA R/O APPARTMENT NO. 1608-B, BARELY, PARK-2, GURGAON PHASE-2, GURGAON 170004 (WHICH EXPRESSION UNLESS REPUGNANT TO THE CONTEXT MAY INCLUDE THEIR LEGAL ASSIGNS, LEGAL HEIRS, NOMINEES ETC.), HEREINAFTER CALLED PARTY OF THE FIRST PART SH. J. J. VALAYA S/O S/O BRIG. J. S. ALUWALIA R/O APPARTMENT NO. 1500-B, BARELY, PARK-2, GURGAON PHASE-2, GURGAON 170004 (WHICH EXPRESSION UNLESS REPUGNANT TO THE CONTEXT MAY INCLUDE THEIR LEGAL ASSIGNS, LEGAL HEIRS, NOMINEES ETC.) HEREINAFTER CALLED PARTY OF THE SECOND PART AND SH. HARMEET SINGH KANDHARI S/O LATE SH. JOGINDER SINGH KANDHARI R/O G-201, AMBIENEE ISLAND, GURGAON, NH-8, GURGAON (HARYANA) (WHICH
EXPRESSION UNLESS REPUGNANT TO THE CONTEXT MAY INCLUDE THEIR LEGAL ASSIGNS, LEGAL HEIRS, NOMINEES, POWER OF ATTORNEYS AND OTHER FIRMS ETC. IN WHICH HE IS A PROPRIETOR OR PARTNER ETC.) HEREINAFTER CALLED PARTY OF THE

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THIRD PART WHEREAS the parties of the FIRST, SECOND and THIRD PART have been together carrying on the business as shareholders of VALAYA DESIGN COMPANY PVT. LTD. with each holding an equity capital of 33.33% each and WHEREAS the party of the THIRD PART has also lent some money to the company to meet its working capital requirement from time to time, without interest being charged and WHEREAS the party of the THIRD PART has decided to take an exit from the shareholder

of VALAYA DESIGN COMPANY PVT. LTD. and the parties of the FIRST AND SECOND PART have decided to take over the equity and debt owned and lent respectively by the THIRD PART on the following terms and conditions: -

1. That the THIRD PART shall transfer the equity shares held in VDCPL to the parties of the FIRST and SECOND PART at a total consideration of Rs.10,00,000/-(Ten Lacs only) 2. That the Company Valaya Design Company Private Limited shall repay the Loan Amount of RS.1,20,00,000/- ( One Crore, Twenty Lacs only ) to the Party of the Third Part over a period of two years bearing interest @ 12% p.a. on a reducing balance method. 3. That after the equity shares having been transferred to the respective parties of the FIRST AND SECOND PART by the party of the THIRD PART, the consideration thereof shall be transferred to the LOAN a/c hereinafter described, which shall be repaid to the party of the THIRD PART by the parties of the FIRST and SECOND PART as per the terms and conditions detailed in clause 7. 4. That the unsecured loan advanced to VDCPL shall also be the joint responsibility of the parties of the FIRST and SECOND PART and the same shall be paid by the Company and/or the FIRST and SECOND PARTIES to the THIRD PART jointly or severally as per the terms and conditions specified in the Clause 7. 5. That the company VDCPL shall pay the unsecured loan borrowed from the party of the THIRD PART to the parties of FIRST and SECOND PART if any amount payable by the Company is paid by the two Parties individually on the same terms and conditions as were there when the unsecured loan was originally borrowed and the company shall be absolved of any liability towards the party of the THIRD PART and the THIRD PART confirms the same. 6. That the party of the THIRD PART shall resign from the Directorship of VDCPL and shall not have any thing to do with the day to day functioning of the Company. 7. That the party of the THIRD PART shall not have any claim to the tangible and intangible assets of the Company VDCPL including any brands etc. left after signing this Agreement and the same shall belong to the Company and resultantly to the remaining two shareholders of VDCPL, who are the parties of the FIRST and SECOND PART.

8. That the total amount of Rs.1,30,00,000/- (One crore, Thirty lacs only), due to the THIRD PART , including an amount of Rs. Ten Lacs only as total and lumpsum consideration towards the sale of 30,491 equity shares of VDCPL shall be paid over a period of two years.
9. That the party of the THIRD PART shall be considered to be discharged of all his personal guarantees and also all the collateral securities offered by him towards the borrowals made by the company VALAYA DESIGN COMPANY PVT. LTD. from various banks. This discharge will be effective from the date of signing of this Agreement and the parties of FIRST and SECOND PART ensure the compliance of this clause and intimate the same to various banks upon signing of this Agreement. 10. That the party of the THIRD PART shall not be responsible towards any existing liabilities provided for in the books of accounts as on the date of this Agreement.

11. That in case of any dispute between the parties to the terms and conditions hereto, the aggrieved party may send a notice to the other Party specifying the breach of the specific clause and if the same is not rectified within 21 days of the receipt of such notice, the matter may be referred to arbitration under the provisions of the Arbitration and Conciliation Act. 12. That the jurisdiction to all the legal disputes between the parties hereto shall lie in the courts of New Delhi. IN WITNESS WHEREOF, the three parties have set their signatures unto this Agreement this day of 20th June 2007: WITNESSES 1. Party of the FIRST PART

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Party of the SECOND PART

Party of the THIRD PART