MEMORANDUM OF UNDERSTANDING

THIS AGREEMENT is made at Mumbai on the ..... day of ....2002 between Mr. (herein after referred to as Sellers) AND Mr. ________ residence of _______ (herein after referred to as Purchasers ) . RECITALS: A. __________ Limited (herein after referred as Company) has an authorised capital of Rs. _____ Lakhs divided into _______ equity shares of Rs. 10/- each, out of which ________ equity shares have been issued, subscribed for and credited as fully paid. Sellers had subscribed to equity shares of the issued equity shares in the capital of the Company as set out in the schedule (Shares) Sellers has agreed to sell to Purchasers Equity Shares free from all encumbrances and/or lien at a price of Rs. per shares aggregating to Rs. /- (Rupees only) and Purchasers has agreed to purchase the Shares on the terms and conditions of this agreement. Sellers and the Purchasers agree that the time is the essence of this Agreement.

B. C.

D.

IT IS AGREED THAT: 1.0 1.1 1.2 DEFINITIONS AND INTERPRETATION Completion means completion of the sale and purchase of the Shares under this Agreement Completion date means Agreement. _________ days from the date of the execution of this

1.3

In case if the sale and purchase of the shares under this Agreement is not completed by the completion date, the completion date may be extended by mutual consent by a further period, but not later than 15 days from the date of execution of this Agreement and thereafter the Agreement will automatically stand terminated. In case, if this Agreement gets terminated due to efflux of time as stated above, neither party shall have any right to make any claim on the either party due to such termination. SALE AND PURCHASE OF THE SHARES Sellers agree to sell and transfer to Purchasers and relying on the mutual representations and warranties the Purchasers agree to purchase and to accept a transfer to it from Sellers the Shares held by Sellers set out in the schedule on spot delivery basis, i.e delivery of the Shares and the payment of the price therefore shall be simultaneously on the completion date. The Shares shall be transferred free from any mortgage, charge, lien, pledge or other encumbrance and with all rights attached or accruing to them. PURCHASE PRICE OF SHARES Purchase price of shares shall be Rs. /- (Rupees only). COMPLETION The sale and purchase of the Share shall be completed on the Completion Date at (time and address) on a SPOT DELIVERY BASIS. The events referred to in the following provisions of this clause shall take place on completion. per Equity Share, aggregating to Rs.

1.4 2.0. 2.1

2.2 3.0 3.1 4.0 4.1

4.2

The Sellers shall execute and deliver to the Purchasers such documents and do such things as are necessary to transfer the ownership rights in respect of the Shares to the Purchaser on completion. The Purchasers shall on its satisfaction and after the sellers have discharged all its obligations under clause 4.2 and against the delivery of a valid share transfer form alongwith the original share certificate for the Shares, the Purchasers shall hand over an Account Payee Cheque in the amount of Rs._______/- (Rupees ________ only) in favour of the Seller. REPRESENTATIONS, WARRANTIES AND INDEMNITIES Sellers are the holders and owners of the Shares as set out in the schedule. There are no mortgages, charges, pledges, liens, encumbrances or other security interests over or affecting the Shares. Seller have the power/authority to enter into and perform this agreement and have obtained all necessary consents to enable it to do so. The entering into and performance of this agreement by Sellers do not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation) or default under any agreement or undertaking, by which the Sellers are bound. The Sellers are not engaged in or threatened with prosecution, litigation, industrial disputes, arbitration or Government inquiry in relation to their holding of these shares and except those that have been disclosed to the Purchasers and Sellers are not aware of any facts or circumstances which are likely to lead to prosecution, litigation, industrial disputes, arbitration or Government inquiry in relation to their holding of these shares or any person whose acts or defaults in relation to sellers holding of these shares where the Sellers may be liable. The Sellers and Purchasers have represented that they are Indian and that the transfer of the Shares to the Purchasers in no way violate any of the provisions of the Foreign Exchange Management Act, 1999 or any rules or regulations made thereunder.

4.3

5.0 . 5.1. 5.2 5.3 . 5.4.

5.5

5.6 .

5.7

Purchasers hereby indemnify and agree to keep indemnified the Sellers against all liability or loss arising directly or indirectly from and in connection with, any inaccuracy in or any breach of any of the representations or warranties made by the purchaser. The purchasers further indemnify the sellers from any loss or claim or damage they may sustain on account of any legal proceedings that may be initiated by Authorities or others arising out of this transaction. Sellers hereby indemnify and agree to keep indemnified the Purchasers against all liability or loss arising directly or indirectly from and any costs, charges and expenses incurred in connection with, any inaccuracy in or breach of any of the Warranties or arising out of the purchase of the Shares by the Purchasers. The Purchasers and the Sellers confirm that they have examined all the provisions of statutory regulations such as Stock exchange, SEBI and Govt. Of India Dept. including FEMA, Sales Tax etc. and have undertaken to comply with the requirements without any contravention. COSTS Purchasers agree to bear all costs and expenses in connection with the registration of the Shares including stamp duty payable on the transfer of Shares in the name of Purchasers.

5.8

6.0

7.0

8.0 8.1

DISPUTES If any dispute arises between the parties in connection with this agreement or the transactions contemplated by it, the parties undertake to use their best endeavours, in good faith, to settle the dispute by negotiation.

8.2

ARBITRATION If the parties are unable to settle the dispute by negotiation in accordance with clause 8.1, the dispute will be settled by arbitration held in Bombay, India in accordance with and subject to the provisions of the rules for Arbitration of the Bombay Chamber of Commerce and Arbitration shall take place in Bombay.

IN WITNESS WHEREOF the parties hereto have set their respective hand and put their seals the day and year first hereinabove mentioned. SIGNED Signature of Seller

Signature of Mr. _______ - Purchaser WITNESS

SCHEDULE -----------------------------------------------------------------------------------------------------------Name of shareholder Number of Shares held ------------------------------------------------------------------------------------------------------------

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