MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is entered into at

COIMBATORE on this the SEVENTEENTH day of JUNE, TWO THOUSAND
NINE (17.06.2009)

BY

SQN LDR. K. RAMAKRISHNAN, S/o. Dr. P.K. Kumaran, residing at C-3,

Centre Court, Hosur Road, Coimbatore - hereinafter referred to as the PARTY
OF THE FIRST PART

PARTY OF THE FIRST PART PARTY OF THE SECOND PART

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AND

WG Cdr ADARSH SIDHARTH, S/o. WG Cdr (Retd) P.C. Sidharth, having

permanent address at B - +84, Phase I, Parsn Palm Meadows, Ondipudur,
Coimbatore - 641016 rep., by father/power agent
WG Cdr (Retd) P.C. SIDHARTH, S/o. Mr. Uthaman, residing at B - +84, Phase
I, Parsn Palm Meadows, Ondipudur, Coimbatore – 641016 - hereinafter
referred to as the PARTY OF THE SECOND PART

AND THE SAME WITNESSETH

WHEREAS the PARTY OF THE FIRST PART herein was in the

defence service and was a Sqn Ldr and in view of the PARTY OF THE FIRST
PART being in the service had applied to the Air force Naval Housing Board
(AFNHB) for allotment of a flat and in pursuance to the scheme announced by
the AFNHB at Coimbatore, the PARTY OF THE FIRST PART herein was
issued an Allotment letter dated 22.12.2008 by the AFNHB, New Delhi and he
was allotted Type A -III with a super area of about 1260 sq.ft. at a tentative cost
of Rs. 18 lakhs and in pursuance to the same, the PARTY OF THE FIRST PART
herein had paid the initial amount and as such is yet to pay the balance amount
and obtain the Conveyance deed in the name of the PARTY OF THE FIRST
PART.

AND WHEREAS the PARTY OF THE SECOND PART is desirous of

getting a flat in his name and till date has not been allotted with any flat from
the AFNHB and the PARTIES OF THE FIRST PART and SECOND PART are
acquainted with each other and considering the fact that the PARTY OF THE
SECOND PART has not been allotted any flat till date, the PARTY OF THE

PARTY OF THE FIRST PART PARTY OF THE SECOND PART

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FIRST PART has consented to give the PARTY OF THE SECOND PART the
right to get the property which has been allotted to the PARTY OF THE FIRST
PART upon the AFNHB executing the Conveyance deed in respect of the
property so allotted.

AND WHEREAS as on date, the PARTY OF THE FIRST PART has paid
only a sum of Rs.1,66,000/- (i.e. Rs.1,01,000/- + Rs.55,000/-) so far to the
AFNHB and the PARTY OF THE SECOND PART has agreed to pay the same
to the PARTY OF THE FIRST PART and also pay all further amounts which
will be paid by the PARTY OF THE FIRST PART to the AFNHB as and when
any letter of request issued by the AFNHB to the PARTY OF THE FIRST
PART and in this regard both the parties are desirous of reducing the terms of
the agreement into writing and accordingly set their hands in this
Memorandum

1. The PARTY OF THE FIRST PART hereby acknowledges that the entire
sum of Rs.1,66,000/- (Rupees One Lakh Sixty Six Thousand Only) paid by him
till date to the AFNHB in pursuance to the allotment was received from the
PARTY OF THE SECOND PART in full satisfaction.

2. The PARTY OF THE FIRST PART declare that any amount which is
due and payable on demand from the AFNHB and representing the balance
consideration payable for the conveyance of the flat shall be paid by the
PARTY OF THE SECOND PART to the PARTY OF THE FIRST PART and the
same shall also be send to the AFNHB towards the balance consideration
payable for the flat.

PARTY OF THE FIRST PART PARTY OF THE SECOND PART

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3. The PARTY OF THE FIRST PART acknowledge that from this day he
and his heirs shall have no right whatsoever over the property and that in the
event of the Conveyance deed being executed in his favour by the AFNHB, the
PARTY OF THE FIRST PART undertake to execute a Sale deed in respect of
the flat as and when requested by the PARTY OF THE SECOND PART either
in the name of the PARTY OF THE SECOND PART or his nominees at the
cost of the PARTY OF THE SECOND PART.

4. It has been agreed to between the parties hereto that this Memorandum
of Understanding is irrevocable and it is binding not only on the PARTY OF
THE FIRST PART but on the legal heirs of the PARTY OF THE FIRST PART.

5. That upon the entire sale consideration payable to AFNHB being paid in
full either by the PARTY OF THE FIRST PART or by the PARTY OF THE
SECOND PART through the PARTY OF THE FIRST PART, the PARTY OF
THE SECOND PART will be entitled to get the Sale deed executed and that
any claims which may be made in future by the AFNHB by way of increase in
cost of the property shall be paid exclusively by the PARTY OF THE SECOND
PART without any claim or recourse from the PARTY OF THE FIRST PART.

IN THE PRESENCE OF THE WITNESS HERETO, both the parties

hereto have set their hands in this deed on the date, month and year
mentioned above.

PARTY OF THE FIRST PART PARTY OF THE SECOND PART

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DESCRIPTION OF PROPERTY

In Coimbatore Scheme at Ganapathy, a flat which is Type A - III measuring

Super Area of about 1260 sq.ft.

PARTY OF THE FIRST PART PARTY OF THE SECOND PART

WITNESSES:
1. 2.