Draft

Without prejudice

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (hereinafter referred to as the "MOU")

drawn up and recorded on this ____ day of _______2011 at New Delhi
between:

Sh. Kulvir Chandhoke, S/o Late Lala Devi Dayal Chandhoke, R/O, F-68,
Bhagat Singh Market, Near Gole market, New Delhi - 110001, being the party
of the first part (which expression shall include his heirs successors, legal
representatives, nominees and assigns etc.), herein after called the “First
Party”.

AND

Sh. Kul Kamal Chandhoke, S/o Late Lala Devi Dayal Chandhoke, R/O, 5C/82,
(G.F.), New Rohtak Road, New Delhi - 110005, being the party of the
second part (which expression shall include their heirs successors, legal
representatives, nominees and assigns etc.), herein after called the
“Second Party”.

The First Party and the Second Party shall collectively be referred to as the
“Parties”.

WHEREAS, the Parties had entered into an Agreement to Sell dated

13.02.1989 with each other, whereby the First Party agreed to sell his
undivided 1/7th share in property more particularly described as “Dayal
Bhawan”, having a covered area of about 4500 square feet and vacant land
ad-measuring about 1.56 Acres, including common passage and land area
under forest, in Koshak Estate, Camel’s Back Road, Mussorie, Uttarakhand
(hereinafter referred to as the “Property”) to the Second Party for a total sale
consideration of Rs.3,00,000/-(Rupees Three Lacs Only). The Property was
jointly owned by the Parties along with their other five brothers.

AND WHEREAS differences and disputes arose between the Parties

pursuant to which, the Second Party filed a Suit for Specific Performance
against the First
Party in respect of the Agreement to Sell dated 13.02.1989, which suit was
registered as Suit No. ______ of 2009 and is currently pending before the
court of Sh. Lalit Kumar, Civil Judge, Delhi (hereinafter referred to as the
“Suit”);

AND WHEREAS, the Parties, being real brothers, have sorted out the
differences and disputes amongst themselves with the help of other common
family members and have come to a mutual settlement and agreement
concerning the differences and disputes and have conclusively,
comprehensively and absolutely resolved all their disputes, differences,
disagreements, conflicts in respect to the subject matter of the Suit
(hereinafter referred to as the “Settlement”);

AND WHEREAS, it has now become necessary to record the terms of the
Settlement;

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THIS

MOU RECORDETH THE TERMS OF THE SETTLEMENT AS UNDER: -

1. The Parties have mutually decided to terminate the Agreement to Sell

dated 13.02.1989. It is agreed that no separate cancellation deed will be
required to be executed for the said purpose and the Agreement to Sell
dated 13.02.1989 shall stand cancelled from the date of execution of this
MoU.

2. At the time of termination of the Agreement to Sell Dated 13.02.1989

(i.e. at the time of execution of this MoU), the First Party has paid vide pay
order no…………….. dated……………. Drown on HDFC Bank, Baird
Road, Gole Market, New Delhi – 110001 to the Second Party, a sum of
Rs. 1,10,000/- (Rupees One Lac Ten Thousand Only) towards
refund/return of the part sale consideration paid by the Second Party to the
First Party under the Agreement to Sell dated 13.02.1989.

3. Pursuant to cancellation of the Agreement to Sell dated 13.02.1989

and upon the First Party making payment of the sum of Rs. 1,10,000/-
(Rupees One Lac Ten Thousand Only) to the Second Party, vide pay
order no…………….. dated……………. Drown on HDFC Bank, Baird
Road, Gole Market, New Delhi – 110001 the First Party shall be at liberty
to sell off his undivided 1/7th share in the Property at his own will.

4. The Parties hereby acknowledge that pursuant to execution of this

MoU, the Parties shall have no claim, monetary or otherwise against each
other in respect of the Agreement to Sell dated 13.02.1989 or otherwise in
respect of any dealing between the Parties in relation to the Property.

5. The Second Party further acknowledges that pursuant to execution of

this MoU and upon the Second Party receiving the sum of Rs. 1,10,000/-
(Rupees One Lac Ten Thousand Only) from the First Party the Second
Party shall withdraw the Suit (being suit No. ____ of 2009 pending before
the court of Sh. Lalit Kumar, Civil Judge, Delhi).
6. This MOU has been recorded out of the free will and consent of the
Parties.

7. This MOU has been recorded in two counterparts, both containing

original signatures of all executants and each witness and each of which
shall be deemed to be an original. In pleading or proving any provisions of
this MOU, it shall not be necessary to produce more than one of such
counterparts.

IN WITNESS WHEREOF, the Parties hereunder have set out and

subscribed their respective hands and seals, on the day, month and
year first above written.

SIGNED, SEALED AND DELIVERED

BY

Kulvir Chandhoke
WITNESSES
1.

2. SIGNED, SEALED AND DELIVERED

BY

Kul Kamal Chandhoke