MEMORANDUM CONFIRMING

THE ORAL GIFT

This MEMORANDUM is entered into on ELEVENTH DAY OF

FEBRUARY 2008 (11.2.2008) by way of confirming the oral family
arrangement entered into on the TENTH day of FEBRUARY 2008.

BETWEEN

1. Mr G.SATHIYANARAYANAN , S/o. Late P.R. Gopinatha Rao, residing at

Old Door No. 270, New Door No. 225, 6th Street, Gandhipuram, Coimbatore
-641 012.

1. 4.

2. 5.

3. 6.
2. Mr. G.LAKSHMI NARASIMMAN , S/o. Late P.R. Gopinatha Rao, residing
at Door No. 225, 6th Street, Gandhipuram, Coimbatore -641 012.

3. Mr.G.KESAVA MOORTHY , S/o. Late P.R. Gopinatha Rao, residing at

Door No. 62, S.P.B. Colony, Erode - 638 007.

1. 4.

2. 5.

3. 6.

4. Mr.A.G.SETHUMATHAVAN , S/o. Late P.R. Gopinatha Rao, residing at

Door No. 83/1, Ramasamy Nagar, 2nd Street, Nallampalayam, Coimbatore - 641
006.

5. Mrs. S.JAMUNA BAI , W/o. Sethuraman, residing at Door No.3, Agraharam

Venkatadas Street, Sathiyamangalam - 638 401.

6. Mrs. G.RAKMA BAI , W/o. C.G. Gururaj, residing at Door No. 741, F
Cross, 1st Street, 4th Block, 3rd Stage, Pasaveswar Nagar, Bangalore - 560079.

AND THE SAME WITNEESETH

 WHEREAS Nos. 1 to 3, 5 and 6 of the parties herein above are the
children of Late P.R. Gopinatha Rao born through his second wife and that
No. 4 of the party herein above is the son of Late P.R. Gopinatha Rao born
through his first wife.

AND WHEREAS P.R. Gopinatha Rao executed a will dated 19.9.1964

during his life time which was registered as Doc.No. 168/1964 and bequeathed
enjoyment right in respect of the schedule mentioned property in favour of his
second wife Gengalakshmi and subsequent to her life time tot devolve on the
parties 1 to 3 herein above absolutely.

AND WHEREAS P.R. Gopinatha Rao died on 16.7.1975 and

Gengalakshmi died on 13.8.2007 and the parties 1 to 3 on whom the schedule
mentioned property vest absolutely have decided to sell the same in order to
avoid any differences creeping in amongst the family members at a latter point

1. 4.

2. 5.

3. 6.

of time and at the same time the parties 1 to 3 herein keeping in mind that the
parties 4 to 6 are also the children of their father P.R. Gopinatha Rao and also
take into consideration that the peace and tranquility within the family should
not be spoiled by the parties resorting to any litigation and in the interest of
safeguarding the family name and at the bequest of the advise of the well
wishers the parties 1 to 3 had decided to give a monetary package to parties 4
to 6 only by way of good will and gesture at the time of property being sold .

AND WHEREAS the parties 1 to 3 has identified elders and friends

P.Senthilkumar S/o. A.Ponnusamy as the purchaser of the schedule mentioned
property and in the above situation a meeting of the members of the family,
few well wishers and the parties hereto took place on 10.2.2008 wherein it was
decided that the parties 1 to 3 alone have absolute right over the schedule
mention property and that No. 4 of the party hereto will be given Rs. 25 lakhs
and no. 5 an d 6 will be given Rs. 10 lakhs each and that the said sum shall be
paid equally by parties no. 1 to 3 herein part of the sale consideration and the
parties 1 to 3 have also agreed to pay the said sum provided the parties 4 to 6
execute the sale deed in respect of the schedule mentioned property in favour
of the purchaser by way of assuring the title vested with parties 1 to 3 herein
and also by way of confirming the title being transferred absolutely in favour
of the purchaser.

1. 4.

2. 5.

3. 6.

AND WHEREAS the family arrangement which was entered into orally
on 10.2.2008 should not be misinterpreted at a later time and to avoid any
difference of opinion at a later point of time the parties hereto are desirous of
setting their hand in this memorandum by way of confirming the oral family
arrangement which took place on 10.2.2008.
AND NOW THIS DEED WITNESSETH AS FOLLOWS:-

1. The parties hereto agree and confirm that the schedule mentioned
property belongs absolutely to parties 1 to 3 herein only and that no one else
has any right, title or interest over the same.

2. The parties hereto further agree that no. 1 to 3 of the parties shall jointly
and equally contribute and pay a sum of Rs. 25 lakhs to no. 4 of the party
herein and Rs. 10 lakhs each to no. 5 and 6 of the parties hereto.

3. The parties hereto further agree that upon the sale deed being executed
by parties no. 1 to 3 herein as vendors, the parties 4 to 6 will sign the sale deed
or deeds as confirming parties by way assuring the title in favour of the
purchaser and upon such execution will receive the amount in accordance to
the concluded terms of the family arrangement in the manner stated in clause
2 herein above.

1. 4.

2. 5.

3. 6.

4. That the parties 4 to 6 confirm that they would not only sign the sale
deed by way of assuring the title in favour of the purchaser in respect of the
schedule mentioned property but also be present in the sub-registrar's office
and complete the registration formalities
 And that this memorandum of family arrangement confirms the terms of
the oral arrangement which was agreed upon between the parties hereto on
10.2.2008 and that the terms agreed to herein shall we a conclusive proof for
the acceptance of the terms and binding nature between the parties hereto.

In the presence of the witness herein the parties hereto have set their
hands in this deed on the date , month and year mentioned above.

DESCRIPTION OF PROPERTY
In Coimbatore Registration District, in Ganapathy Sub-Registration District, in
Coimbatore Taluk, in Coimbatore Municipality, in Ganapathy Village, in
S.F.Nos. 217,218 and 219 in T.S.No. 11/923/2 - T.S.No. 924/1 in this a layout
formed in this 2nd Block in Site Nos. 37 and 38 situated within the following
boundaries:-

North of - House belonging to Ponnammal @ Ramakkal

East of - Street No.6 on the North South
South of - House belonging to Senthilkumar
West of - House belonging to Pappammal

1. 4.

2. 5.

3. 6.

Admeasuring

East West on both the sides - 115 feet

North South on both the sides - 40 feet

Thus totaling to an extent of 4600 sq.ft of house site together with building
together with all other appurtenances etc.,

House Bearing Door No. 269 Part, 270 Part in 6th Street, Gandipuram
Property Tax Assessment No. 332686 Part
Electricity Service Connection No. 715 Part, 716 Part
Water service connection No. 333128 Part
The property is situated in Gandhipuram 6th Street.

1. 4.

2. 5.

3. 6.

WITNESSESS:-
1. 2.
To Date: 15.09.2009

The Branch Manager

ICICI Bank Ltd
Trichy Road Branch
Coimbatore

Sir,
I am your valuable customer. I wish to get pay order for Rs.7,00,000/-
(Rupees Seven Lakh Only) and I am issuing a cheque bearing No.226209.

I am unable to do the transaction directly in person hence I hereby

authorise Mr. N. Ponraj to do the transaction and get the Pay Order on my
behalf.

Kindly do the needful.

With regards

(M.S. Balajee Sridhar)

To Date: 15.09.2009

The Branch Manager

ICICI Bank Ltd
Trichy Road Branch
Coimbatore

Sir,
I am your valuable customer. I had obtained a pay order for
Rs.7,00,000/- (Rupees Seven Lakh Only) in favour of Tamil Nadu Mercantile
Bank Ltd., Account Edith Meyer Exim (India) Pvt. Ltd., and had issued a
cheque bearing No.226209 for obtaining the pay order.

I understand that the word “India” is not the proper full name and the
same has to be deleted and I request the above DD may be reissued by deleting
the word India so that the pay order may be issued in the name of Tamil Nadu
Mercantile Bank Ltd., Account Edith Meyer Exim Pvt. Ltd.,
 I am sorry for the inconvenience caused to you in this regard.

Kindly do the needful.

With regards

(M.S. BALAJEE SRIDHAR)