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DRAFT AGREEMENT SUBJECT TO CHANGES

LEAVE AND LICENSE AGREEMENT


THIS LEAVE AND LICENSE AGREEMENT (this License Agreement) is made at Mumbai on this ___ day of May, 2007 by and between M/s. ____________________________, incorporated under the Companies Act, 1956 having its registered office at ___________________________ Mumbai-400 0__ hereinafter referred to as the Licensor, (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the One Part; AND M/s. __________________________________, incorporated under the Companies Act, 1956 and having its registered office at ______________________________________ hereinafter referred to as the Licensee (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the Other Part: WHEREAS: A. The Licensor is the absolute owner and seized and possessed of or otherwise well and sufficiently entitled to all that piece and parcel of property in the building called _________________ more particularly described in Schedule A hereto, and hereinafter referred to as the Schedule A Property. The Licensor has obtained the necessary sanctions and permissions from the Corporation and such other local authorities as required under law including Building & Sanction Plan and Occupancy Certificate. The licensee, being desirous of taking on license a portion of Schedule A Property being all that piece and parcel of Unit located on ____________ Floor having a built up area of ________ sq. mtrs. (i.e. ______ sq.ft.) and carpet area of _____ sq. mtrs. (i.e. _____ sq.ft.) more particularly described in Schedule B hereto and hereinafter referred to as the said Premises for the purpose of carrying on its business operations, has approached the Licensor, and the Licensor has agreed to give on license the Premises stated above.

B.

C.

NOW THIS WITNESSTH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. 1.1 GRANT OF LICENSE: The Licensor hereby grants to the Licensee a non-transferable license to use and occupy the Premises during the term of this License Agreement for its business purpose for a term of _____ months. The Licensor has full authority to deal with the said Premises and grant the license thereof to the Licensee. The Licensee shall also be entitled to use all the common areas, facilities and amenities appurtenances and incidental to the said Premises provided in the building in which the said Premises is situated along with __ reserved car parking spaces including the rights as specified herein and specifically under Clause No.13 hereunder. The premises are more specifically defined and outlined in red in Annexure I to this License Agreement, which shall form part of this License Agreement. For allowing the use and occupation rights of the said Premises and its appurtenances / facilities as Licensee thereof the Licensee shall pay to the Licensor a monthly license fee of Rs. ___________/- (Rupees _____________________ only) in advance before the tenth day of each calendar month after deducting tax at source as per the Income Tax

1.2

Act 1961 or any other applicable laws in force from time to time during the subsistence of the term of this License Agreement. The Licensee shall be granted by the Licensor the quiet, peaceful and uninterrupted occupation and use of the Premises for the entire LICENSE TERM (as defined hereinafter in clause 2.2), unless terminated earlier in accordance with this license Agreement. 2. 1.1. 1.2. LICENSE TERMS The month of the license shall be as per the English calendar month. The License Agreement shall be operative and in force and effect for a period of __ (_______) months commencing from ___day of ___________, 2007 (the effective Date) up till ____ day of _________, 200__ (hereinafter referred to as the License Term). RENEWAL

2.

Renewal at the end of the LICENSE TERM shall be at the option of both the parties. In the event, the Licensee intends to exercise its option to renew this License Agreement, the Licensee shall give to the Licensor a notice in writing of its intention so to renew this License Agreement. Such notice shall be deemed to have been served on the Licensor by the Licensee unless a notice of intention to vacate the Premises is given in writing by the Licensee to the Licensor six months prior to expiry of the License period or termination. In the event the Licensee has exercised its option to renew this License agreement as specified herein above; the Licensor shall execute a fresh License Agreement in favour of the Licensee at the cost and expenses of the Licensee. All such further / fresh License Agreement and the renewed License transaction shall be completed within a period of thirty (30) days from the date of expiry of the LICENSE TERM under this License Agreement and in such interim period the Licensee shall be allowed to continue to occupy the premises as the licensee thereof. However subject to payment of License fee @ minimum 15% more than the prior License fee At the end of the initial LICENSE TERM of ___ months and its renewal (if mutually agreed upon by the parties) as mentioned herein above i.e. in aggregate after ____ months from the Effective Date, the Licensor and Licensee will negotiate afresh the terms of a new License agreement to be entered into. 3. 3.1. LICENSE FEE The Licensee hereby agrees and undertakes, to pay, to the Licensor, on or before the 10th day of every month, (subject to statutory deduction of tax at source and / or any other statutory deductions as are applicable from time to time), a license fee of Rs. _______/- (Rupees __________________ Only) per month for the premises. The Licensor shall grant ___ reserved car parking space for which the Licensee will not be liable to pay any license fee. The Licensee will be provided the ____ car parking spaces at the convenient point. 3.2. In the event of non-payment of License Fees within seven days from the due date, the Licensor shall be paid an interest @___% p.a. on the unpaid License Fees until the time of actual payment from its due date. In case of default of payment of compensation on due date as mentioned herein above for consecutive 2 months then the Licensor shall give 15 days notice to the Licensee to make such payments together with interest @ ___% p.a. on the amount payable. If the Licensee fails to make payment within 15 days of such notice then the Licensor shall have the right to terminate this License Agreement and enter the premises and restrict the entry of the Licensee, its employees and agents in the premises and take back the occupation of the said premises without any legal recourse. The Licensor shall refund the security deposit after deducting all dues on full and final determination of the said dues. ESCALATION The license fee shall enhance by ____% on the last paid license fee after _______ months if the LICENSE TERM is extended in terms hereof. 5. SECURITY DEPOSIT The Licensee has deposited and paid to the Licensor, as refundable interest free security deposit for due observance and performance of the terms and conditions of this License Agreement, being a sum of Rs. _________/- (Rupees _________________ Only) receipt of which the Licensor namely _________________________, does hereby acknowledge. The Security Deposit shall be refunded by the Licensor to the Licensee after deducting any dues towards unpaid electricity, telephone, broadband connectivity bills etc. at the time of vacating the Premises on the expiry of this License Agreement by efflux of time or on its sooner determination / termination as provided herein. In the absence of the said bills from various agencies, for the period of occupancy of the premises by the Licensee, the Licensor shall withhold 1.5 times of the amount calculated on the basis of average of the last 4 billing cycles received towards the said charges. However, the Licensor shall refund the balance Security deposit to the Licensee immediately after making the

3.3.

4.

actual payments once the bills from the said authorities are received, unless separately paid by the Licensee directly to the various authorities/agencies. 5.1. It is agreed by and between the Parties hereto that on the expiry of this License Agreement or on expiry of any renewal thereof either by efflux of time or earlier determination or termination thereof due to any reason whatsoever as provided in this License Agreement, the Licensor shall refund without interest the Security Deposit (as mentioned in para 6 above) to the Licensee simultaneously with the Licensee removing itself / its officers / employees using the Premises and vacating the Premises and giving charge thereof to the Licensor (reasonable wear and tear, damage/ loss to / destruction of the Premises due to a force majeure event not caused by the willful neglect on the part of the Licensee, its officers/ employees and anything else beyond the control of the Licensee excepted). (as mentioned in the para 11.1(e) mentioned here in after) In the event the Licensor does not refund the said Security Deposit to the Licensee in full, at the time of receiving vacant possession of the Premises upon the expiry of this License Agreement or any extended period thereafter or on its earlier determination by the Licensee as contained in clause 12 contained hereinafter then the consequences mentioned hereunder shall follow: The Licensee shall (without prejudice to any of its other rights and remedies available in law), not be obliged or bound to vacate and give charge of the Premises to the Licensor and the Licensee shall be entitled to use the said premises without being liable to pay any license fee or damages to the Licensor until such time as the Licensor does not refund to the Licensee the Security Deposit in full, and in addition. The Licensor shall be liable to pay to the Licensee interest @ ___% p.a. on the Security Deposit from the date of termination or earlier determination or expiry of this License Agreement or any renewal thereof, till the date of actual refund of the Security Deposit by the Licensor to the Licensee: REPAIRS The Licensee agrees to undertake all day-to-day minor repairs within the Premises. In case of any major repairs such as leakage/seepage or bursting of sanitary pipes or any damps to the structure, the licensor shall repair the same within a reasonable period at the Licensors own cost. The Licensee shall maintain and upkeep the premises, furniture, air conditioning, window, flooring and toilets. In the event the Licensor fails to take steps to repair and /or maintain the Premises within fifteen days of receipt of written notice from the Licensee or in case any emergency or imminent danger arises from such damage, the Licensee may repair the same at its own cost and reimburse itself by producing authentic bills, sum of which shall be verified by the Licensor from the other contracting agencies. TAXES & OUTGOINGS: During the subsistence of this License Agreement and any further renewal thereof, the Licensor shall bear and pay all property taxes, and all out goings, cesses or the like charges payable (present and future) in respect of the Premises including maintenance of the building and its common areas. In case the Licensor fails or neglects to pay any taxes or out goings, as set forth in Clause 8.1 regarding the Premises, the Licensee may at its discretion but without being bound to do so, pay the same and the Licensor shall reimburse the same to the Licensee within 30 days from the receipt of documentary proof of payment being made by Licensee. LICENSEES CONVENANTS:

5.2.

(i)

(ii)

6. 1.1

1.2

7. 7.1.

7.2.

8.

8.1. (a)

The Licensee hereby covenants with the Licensor as follows: That the Licensee will, during the continuance of this License Agreement pay to the Licensor the License Fee as mentioned herein before without committing any default and that such payment will always be subject to deduction of tax at source, if applicable. The Licensee shall use and occupy the Premises as its office and storage cum assembly unit (mainly used for assembly of their products and testing) To use the Premises with due care and caution and to keep and maintain the same in good order and condition similar to the quality when first occupied. To promptly pay all charges of electricity consumed in the Premises during the LICENSE TERM based on the meter reading specifically attached to and assigned to the Licensee for the Premises and/or actual bills received by the Licensee. To observe and perform all the rules, regulations and bylaws for the time being in force as per the law of Government of Maharashtra or any other statutory body. Not to do or permit to be done upon the Premises anything, which may be a nuisance and annoyance to the other occupants of the other premises or anything of an illegal nature. On the termination / expiry of the LICENSE TERM or any renewal thereof, the Licensee shall deliver the Premises in such order and condition as is consistent with the terms, covenants and conditions on the part of the Licensee herein contained save and except normal wear and tear and any damage to the Premises by fire (unless the fire has occurred due to negligence of the Licensee), riots, earthquake, storm, war, terrorism, labour unrest, civil commotion, acts of God and other conditions over which the Licensee has no control. To provide access to any of the duly authorized representatives of the Licensor during normal business hours and business days to inspect the Premises from time to time upon such representative seeking a prior appointment with reasonable notice of at least 1 business day. The demure possession of the Premises shall always remain with the Licensor and the Licensor shall have full charge and control over the Premises and access thereto at all reasonable working hours with the Licensees prior permission. The Licensee shall hand over the set of duplicate keys of the Premises to the Licensor on expiry or earlier determination of the License Agreement subject to provisions contained at clause 6.2 (i) and (ii) hereinabove. Notwithstanding anything herein contained, it is hereby expressly agreed and declared that neither any tenancy rights nor any leasehold right or interest in the nature of tenancy or sub-tenancy nor any other interest in the Premises what so ever except the permission to exclusively use and occupy the Premises as a mere licensees as herein granted is created or intended to be created by this License Agreement in favour of the Licensee. The Licensee hereby declares that the Licensor has entered into this License Agreement on the assurance hereby given by the Licensee that the Licensee or any other person claiming or deemed to claim under it has no intention of claiming and will not claim any leasehold or tenancy rights to the Premises other than the permission hereby given to exclusively occupy and use the Premises as a bare licensee during the LICENSE TERM and the Licensee shall not claim any other right whatsoever, and shall be governed by the terms and conditions for the AGREEMENT alone. The Licensee and /or its employees, staff, office bearers etc. shall use and occupy the Licensed Premises at their own risk and the Licensor shall not be responsible or liable for any theft, loss, damage, destruction etc. of any property of

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

the Licensee or any other person or to them in the said Licensed premises or in the said building or for any bodily injury, fatal or otherwise caused to anyone, whatsoever may be the nature of such loss, damage or injury. (k) The Licensee shall not be entitled to the keys of the main gate of the compound, which shall always remain with the Licensor. The Licensee shall indemnify and keep indemnified the Licensor from and against all actions, suits, proceedings, costs, charges, expenses and other liabilities brought against, suffered or incurred by the Licensor by reason of any breach, non performance or non observance by the Licensee or on account of its disputes and/or differences with the Licensees workers/worker, employer/employees or otherwise, howsoever in respect of the said premises. LICENSORS COVENANTS: The Licensor hereby covenants with the Licensee and represents, warrants and holds out as under: Quiet Enjoyment: The Licensor covenants with the Licensee to permit the Licensee to peacefully and quietly hold and enjoy the Premises without any interruption or disturbance from or by the Licensor or any person claiming under or in trust for the Licensor during the LICENSE TERM and for such extended duration till the termination, as per the terms of this License Agreement. The Licensor hereby indemnifies and agrees to keep indemnified the Licensee saved defended and harmless from and against all and any costs, expenses, charges, outgoings and damages at all times arising out of any suit, eviction, action, claim or demand whatsoever arising by reason of the Licensee relying upon the aforesaid covenant of the Licensor or otherwise. Full Power and Authority: That the Licensor is the absolute and lawful owner of the premises and has good and valid power, right and authority to grant the License hereby created in favor of the Licensee and that the Premises are free and clear of any mortgages, encumbrances, liens or charges. Commercial Use: That under the municipal zoning/user rules, the Premises are capable of being used for commercial purpose and the Licensor has obtained all consents, permissions and approvals necessary in law or otherwise for such purpose. Sanction Plans: That the building in which the Premises are located is in accordance with the building plans duly approved by Municipal Corporation or any other local authority and as per the applicable rules and regulation in that behalf and under the approved building plans, the Municipal Corporation or any other local authority has permitted the user of the Premises for commercial use. (e) Property Taxes and other Duties: That the Licensor shall pay the property tax and any other tax or assessment payable on the Premises to the Municipal Corporation or any other statutory or Government authority in accordance with Clause 8 herein.

(l)

9. 9.1. (a)

(b)

(c)

(d)

(f)

Structural Repairs: That the Licensor shall carry out all major repairs and structural repairs and defects and water proofing works of the

Premises as may be required from time to time, without causing any inconvenience to the licensee. (g) No Litigation: That there is presently no claim, action, litigation, arbitration or other proceeding pending against the Licensor relating to the Premises or the transaction contemplated hereby. Indemnity: The Licensor hereby indemnifies and agrees to keep indemnified the Licensee saved defended and harmless from and against all and any costs, expenses, charges, outgoings damages and risks at all times arising out of any suit, eviction, action, claim or demand whatsoever in relation to the titles of the Premises and all covenants, representations and warranties made by the Licensor. RIGHTS OF THE LICENSEE Notwithstanding the other rights granted to the Licensee under this License Agreement, the Licensee shall have the following specific rights in connection with the Premises and areas appurtenant thereto: Alterations, Modifications and Additions: Subject to the Licensee submitting all required drawings to the licensor, the Licensor shall permit the Licensee to install or fix in the areas appurtenant to Premises all such fittings and fixtures which are required to be fixed as deemed necessary by the Licensee including air-conditioners, sun blinders, electrical switches and the like fixtures for the better use of the Premises as the Licensee may think fit entirely at the cost and expense of the Licensee. The Licensor shall permit the Licensee to install or fix in the Premises all such fixtures which are required to be fixed as deemed necessary by the Licensee including installations like lights, fans, carpets, curtains, partitions, cabins, computers, word processors, fax, telephones, office equipment, telephone exchange and other fittings, fixtures and paraphernalia for the better use of the Premises for its business as the Licensee may think fit entirely at the cost and expense of the Licensee, all of which shall remain the property of the Licensee. Upon the expiry / termination of the LICENSE TERM, the Licensee shall be entitled to take away any improvements of a moveable or removable nature including but not limited to items like chairs, tables, modular partitions, air conditioning equipment, generator, UPS, EPABX ETC., however the licensee shall make good and in order the said premises in the condition it was occupied by the Licensee and no structural changes, alterations or damages shall be permitted. Upon the expiry / termination of the LICENSE TERM the Licensee may leave behind fixed improvements like internal ducting and wiring, bathroom fittings etc. on the date of handing over the Premises to the Licensor. The Licensor agrees and confirms that the Licensee shall, at all times during the period of the License Agreement be entitled at its own expense to, renovate, alter and add to the Premises or any part thereof or in the areas appurtenant to the Premises, in accordance with all laws and with prior permission of the Licensor; provided however such, renovation or alteration does not adversely affect the Premises in any manner whatsoever subject to reasonable wear and tear. The Licensee may erect walls, wooden partitions for its employees and cabins in the Premises but will not put up any permanent structure internally or externally in the Premises without the express written consent of the Licensor. (b) Access to Premises: The Licensor shall have no objection to and shall ensure that the Licensee, its employees, officers or visitors have clear and uninterrupted access to the Premises during all 7 days in a week. Condition of Premises: The Licensor shall have no objection to and the Licensee shall be entitled to return the Premises to the Licensor in the condition in which it is at the time of occupation the Premises.

(h)

11 11.1

(a)

(c)

(d)

Name Board: The Licensee may display name boards only at the entrance of the Licensed Premises i.e., at ________ during the LICENSE TERM in accordance with the rules and regulations at their own cost and expense. Any fees present or future pertinent thereto to be paid to any statutory authorities shall be paid by the Licensee. Premises Unfit for Occupation: In the event that the Premises or any part thereof is destroyed or damaged or rendered unfit for occupation due to a force majeure event or act of God beyond the reasonable control of the Licensee, the Licensee shall notify in writing the Licensor in respect thereof. In the event that the Licensor fails to effect repairs to the Premises to render the Premises fit for use within a period of fifteen days from the date of receipt of written intimation from the Licensee, the Licensee shall have the right to terminate this License Agreement immediately and thereupon all consequences resulting from such termination shall follow. The Licensee shall not be liable to pay the License Fee for the period during which the Premises are unfit for occupation due to the occurrence of the force majeure event until the Premises are restored and reinstated and rendered fit for use and occupation by the Licensee to the satisfaction of the Licensee. It is confirmed or assumed that if the premises are unfit for occupation due to any act of God or force majeure event beyond the control of licensee or licensor, but the licensee continues to occupy the premises then the licensee is liable to pay the license fee for that period. TERMINATION The Licensor and the Licensee has option of terminating this agreement only after the expiry of the first term of ____ months from the date of commencement of this License Agreement (the said period is Lock In Period for both the parties). In case any party, serves notice before the expiry of the said Lock In Period except for notice served for default/ breach in terms of clause No. 4.3 (mentioned herein above) and consequences thereof, the party serving the Notice, should reimburse the other party, liquidated damages equivalent to License fees of the balance period of the Lock In Period, calculated herein before. In the event of default by the Licensor in respect of any of the covenant contained herein including misrepresentation, suppression of material records or breach of any terms of this License Agreement, the License Agreement may be terminated by the Licensee by giving 30 days written notice of the same to the Licensor. .

(e)

12. 12.1

12.2

1.3 The Licensor shall be entitled to terminate this Licensee Agreement only if the Licensee commits a material breach or default of the terms and conditions of this License Agreement. However, in that event any material breach noticed by the Licensor will be brought to the Licensees notice in writing in the prescribed manner by giving a month notice to verify and rectify the breach. In case the Licensee fails to rectify the breach within this period, the Licensor will be entitled to terminate the license by giving one months notice to the Licensee in writing and the Licensee shall vacate and hand over peaceful and vacant possession to the Licensor, failing which the Licensee shall pay liquidated damages of Rs.________/- (Rupees _______________ Only) per day to the Licensor for use and/or mere occupation immediately after the period of termination is over. 12.4 The Licensee shall obtain all the licenses, permissions, No Objection Certificates etc. under any provisions of law at its own cost and expenses for running its activities from the said licensed premises and the Licensor shall not be liable for the same. Whereas, the Licensor shall sign any requisite forms, applications for procurement of the required licenses. The Licensor shall not in any manner deal with or dispose of the Premises or any part thereof or their interest therein during the continuance of the LICENSE TERM to or in favour of any person except after informing such transferee of this License Agreement and so that the rights of the Licensee hereunder are not prejudiced, jeopardized or adversely

13.

effected. In the event that the Licensor deals with or disposes or sells or transfer the Premises or any part thereof or any interest therein during the continuance of the License Agreement to or in favour of any person or entity, the Licensor shall cause the transferee to execute the License Agreement with the Licensee on the same terms and conditions as set forth herein. 14 1.1 15 1.1 JURISDICTION: Any dispute relating to this License Agreement shall be subject to jurisdiction of Courts at Mumbai. NOTICE Any notice required to be given hereunder shall deemed to have been given if sent by registered post acknowledgement due at the addressees mentioned below: Licensor: M/s. ________________________ ______________________ ______________________ ____________________

Licensee: M/s. ____________________ _____________________ ____________________ _____________ 16 BROKERAGE: The Licensor and Licensee hereby undertake to pay brokerage to their respective Real Estate Consultant, brokerage at agreed terms, separately and the payment to the Real Estate Consultant has no connection whatsoever with this License Agreement. STAMP DUTY AND LEGAL COST: The stamp duty registration charges and other miscellaneous expenses payable regarding the License Agreement shall be borne by the Licensee. Each party shall bear and pay their own respective legal advisors fees. AMENDMENT: No modifications or amendments of this License Agreement and no waiver of any of the terms or conditions hereof, shall be valid or binding unless made in writing and duly executed by both Parties. WAIVER No waiver or acquiescence of any breach, or any continuing or subsequent breach of any provision of this License Agreement shall be construed as a waiver of any right under or arising out of this License Agreement or acquiescence to or recognition of any right and/or any position other than that expressly stipulated in the License Agreement.

17 1.1

18 1.1

19 1.1

SCHEDULE A PROPERTY Office at ____ Block, on the ______ Floor admeasuring _____ sq. mtrs. built up area ( ____ sq.ft.) ________ sq. mtrs. carpet

area (_____ sq.ft.) situated in the building _____________, situated on all that piece and parcel of property in on Plot bearing Survey No.__, Hissa No. __, C.T.S. No._______ in the village known as ___________________________Mumbai- 400 0__.

SCHEDULE B PROPERTY All that pieces and parcel of property in _____ Block Unit in the Building ________ situated on Schedule A Property along with __ reserved car parking spaces together with all the rights easements and belonging thereto, and marked and outlined in red in Annexure-I to this License Agreement and signed by both Parties.

IN WITHNESS WHEREOF THE PARTIES HAVE PUT THEIR SIGNATURES ON THESE PRESENTS OF THE DAY MONTH AND YEAR FIRST ABOVE WRITTEN,

SIGNED AND DELIVERED by the Within named Licensor M/s. ____________________________ Through its authorised signatory Mr. ___________ In the presence of : 1. _____________________ 2. _____________________

) ) ) ) ) ) ) )

SIGNED AND DELIVERED by the Within named Licensee M/s. _____________________ Through its authorised signatory Mr. __________ As per the resolution passed on _________ In the presence of: 1. _____________________ 2. _____________________

) ) ) ) ) ) ) ) )

RECEIPT RECEIVED from M/s. __________________, a sum of Rs. ________/-(Rupees ______________ Only) vide cheque No. ___________, dated _________, drawn on _____________________________ Bank, _______________branch, as an Interest Free Refundable Security Deposit in accordance with the terms and conditions appearing in this Leave and License Agreement.

WE SAY RECEIVED,

LICENSOR WITNESSES : 1. 2.