MEMORANDUM OF UNDERTAKING

This MOU is made and entered into this day of 13th July 2010, at Bangalore by & between Sri. Satheesha Magaji, aged about , residing at No. and Poondala Saibaba aged about 57 years residing at No 1783. 21,st Main, 27th cross, 2nd sector HSR Layout Bangalore 34 and K Lakshmi Prasad, aged about 41 years, residing at No 1783. 21,st Main, 27 th cross, 2nd sector HSR Layout Bangalore 34, Raja Naidu aged about 35 Years Residing at herein referred collectively as First Party and Sri. aged about years, residing at No., Bangalore-560 043, hereinafter referred to as Second Party (Consultancy Client) WITNESSETH Whereas, First party is having expertise in arranging/raising funds or loans, project Finance, External Commercial Borrowings, Supplier Credit, Export advances from foreign Bank, Bank guarantee, Housing Loans and also other soft loans, Now therefore, in consideration of this MOU (Contract of Consultancy) and of mutual promises, covenants and conditions herein contained, the parties hereby mutually agree as follows:A) The second party wants a credit facility of Rs. 50 Crore in various forms such as Term Loan, Mortgage Loan, Working Capital / cash credit for their project for which the first party as agreed to arrange required finance through Bank/Financial Institutions/private parties etc., The Second party hereby agrees to pay service charges at 2% + service tax as applicable on date of payment, for arranging their financial requirements by means of Cheques / Cash, necessary deductions like TDS shall be deducted as per prevailing laws. All or any other processing charges levied by Bank/Financial Institutions/Private Financers as per their rules and regulations, to their borrowers shall be borne by the second party. Any other expenses during the processing of loan has to be borrowed by the second party such as travel, legal, etc., In the event of first party failing to arrange the loan in agreed time of 60 days in signing this MOU, then this MOU will need to be reexecuted or to be terminated. The second party will not interfere in what so ever manner in the nature of execution of the assignment of the first party during the contract period of 60 days. However, the second party is at liberty to give suggestions / ideas. This MOU is entered into in duplicate & the original shall be with the first party and the duplicate with second copy.

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F)

In case of any dispute in execution of the assignments as agreed above, the matter may be referred to an arbitrator in whom both have faith, or go with legal proceedings as per Indian Contract Act of 1952. If the first party fails to arrange loan, he can not claim any service charge what so ever from the second party.

G)

All notices, herein under must be in writing & sent to the last advised address of either party be first class mail / registered post / Telefax / Courier % shall be deemed given on the 7th day after mailing, as aforesaid, or on the day sent, if by electronic means. In Witness whereof, the parties hereto, after having read and fully understood each & every provision hereof, have caused this MOU to be executed by their duly authorized representatives on this day of 15th July 2010. Satheesha Magaji P Saibaba K Lakshmi Prasad Raja Naidu Witnesses :1) Second Party

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