MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is entered into at TIRUPPUR

on this the TWENTY FIRST day of JULY, TWO THOUSAND NINE (21.07.2009)

BETWEEN

1) Mr. S. Ramalingam, Son of Mr. M.Samiyappa Gounder residing at door No.32,

Opposite 7th St, College Road, Tirupur

2) Mr. R. Balasubramaniyan, S/o S.S. Ramasamy Gounder residing at D. No - 9, Ooty

House, Pichampalayam, P.N Road ( West ), Tirupur

3) Mr. A.N. Loganathan, S/o Mr. K.Natarajan residing at D.No - 111, Sabari garden,
Anuparpalayam Pudur, 15-Velampalayam, Tirupur

4) Mr. M. Venugopal S/o Mr.Muthusamy residing at D. No – 2/714, 11 th St, S.R.Nagar

( south), Mangalam Road, Andipalayam, Tirupur

5) Mr. B. Vasanthakumar, S/o Balasubramaniyam residing at D.No – 86, 8 th St.,

Gandhipuram, Coimbatore

6) Mr. A.N. Vekatesh S/o K.Natarajan residing at D. No - 171/A, Avinashi

Koundampalayam, Angeripalayam, 11-chettipalayam

- Nos.1 to 6 hereinafter jointly referred to as the “PARTIES OF THE FIRST PART”

which expression shall mean and include their heirs, Executors, administrators and
assigns).

AND

M/s Ace Housing Projects (I) Private Limited having register office at No 2C, 1 st Floor,
Hari Complex, 4th Street, KPN Colony, Near Sangeetha Theatre, Union Mill Road,
Tirupur represented by its Managing Director Sri. A.R. Sivashanmugam Son of late
A.Radhakrishnan and Mr. S. Narayanan S/o Mr. T.Shanmugam - hereinafter referred
to as the PARTY OF THE SECOND PART (which expression shall mean and include
his heirs, executors, administrators and assigns).

WHEREAS the property morefully mentioned in the schedule hereunder was

purchased by Mr. R. Poothar, S/o. Rangasamy, residing at D.No - 45C, Pathmavathi
puram, Avinashi road, Tirupur as his self-acquired property under Sale deed
registered as Doc. No.950/1983, Page Number 81 to 83, Volume 1088, Book No.1 in
the office of the Joint II Sub-Registrar, Tiruppur and he is in possession and
enjoyment of the said property as absolute owner without any let or hindrance
whatsoever.

WHEREAS the said R. Poothar is desirous of selling the schedule mentioned

property for a valuable consideration and upon coming to know about the interest of
Mr. R. Poothar, the PARTIES OF THE FIRST PART have expressed their desire to
purchase the schedule mentioned property from R. Poothar and have accordingly
entered into an agreement dated 26.03.2009 and in pursuance to the said Agreement,
Mr. R. Poothar is under obligation to sell the schedule mentioned property to the
PARTIES OF THE FIRST PART or their nominees.

WHEREAS the PARTY OF THE SECOND PART is desirous of purchasing the

schedule mentioned property from the PARTIES OF THE FIRST PART and have
perused the title deeds pertaining to the schedule mentioned property and have
satisfied themselves with regard to the title of the schedule mentioned property and
has offered to purchase the schedule mentioned property for a sum of Rs.1,86,00,000/-
(Rupees One Crore Eighty Six Lakhs Only) and the PARTIES OF THE FIRST PART
have consented for the same and accordingly the parties hereto have set their hands
in this deed and have agreed to abide by the following terms and conditions:
NOW THIS MEMORANDUM OF UNERSTANDING WITNESSETH AS FOLLOWS:-

1. That the PARTIES OF THE FIRST PART hereby agree to sell the property
mentioned in the schedule hereunder and the Party of the 2 nd Part agree to buy the
same for Rs.1,86,00,000/- (Rupees One Crore Eighty Six Lakhs Only).

2. The parties hereto agree that the sale consideration of Rs.1,86,00,000/- (Rupees
One Crore Eighty Six Lakhs Only) is only for the land available i.e. 93 cents and the
PARTY OF THE SECOND PART shall pay separately for the common amenities,
road, drainage, vacant areas and other appurtenances in the schedule mentioned
property hereunder at the rate of Rs.2,00,000/- (Rupees Two Lakhs Only) per cent.

3. The PARTIES OF THE FIRST PART hereby agrees to get a Power of Attorney
from Mr. R. Poothar for executing the Sale deed in respect of the schedule mentioned
property in portions to such persons to be nominated by the PARTY OF THE
SECOND PART.

4. The PARTY OF THE SECOND PART shall make the payment to the PARTIES
OF THE FIRST PART in the following manner:

i) Adhoc advance of Rs. 5,00,000/ (Rupees Five Lakhs Only) paid today by cash in the
presence of the witnesses hereunder.

ii) 1st installment of Rs.5,00,000/- (Rupees Five Lakhs Only) to be made by the
PARTY OF THE SECOND PART to the PARTY OF THE FIRST PART after
obtaining the DTCP approval. The PARTIES OF THE FIRST PART upon receiving
the first instalment shall hand over the possession of 36 cents in the schedule
mentioned property to the PARTY OF THE SECOND PART.

iii) 2nd installment of Rs 20,00,000/- (Rupees Twenty Lakhs Only) has to be made
within 45 days from the date of getting DTCP approval by the PARTY OF THE
 SECOND PART. The PARTIES OF THE FIRST PART upon receiving the second
installment shall execute Sale deed in respect of 10 cents of land in the schedule
mentioned property in favour of the nominees of the PARTY OF THE SECOND
PART and the area to be conveyed shall be fixed by the PARTY OF THE SECOND
PART.

iv) 3rd installment of Rs 60,00,000/- (Rupees Sixty Lakhs Only) on or before 5 months
from the date of getting DTCP approval by the PARTY OF THE SECOND PART.
The PARTIES OF THE FIRST PART upon receiving the third installment shall
execute Sale deed in respect of 30 cents of land in the schedule mentioned
property in favour of the nominees of the PARTY OF THE SECOND PART

v) 4th installment of Rs. 96,00,000/- (Rupees Ninety Six Lakhs Only) on or before 11
months from the date of getting the DTCP approval by the PARTY OF THE
SECOND PART. The PARTIES OF THE FIRST PART upon receiving the fourth
installment shall execute Sale deed in respect of 48 cents of land in the schedule
mentioned property in favour of the nominees of the PARTY OF THE SECOND
PART

vi) Upon payment of the adhoc advance, the PARTIES OF THE FIRST PART will
hand over the possession the entire schedule of property to the PARTY OF THE
SECOND PART by way of license for enabling the PARTY OF THE SECOND
PART to develop the schedule mentioned property into a residential layout but till
the entire amount due to the PARTIES OF THE FIRST PART are paid herein as
agreed supra, the PARTIES OF THE FIRST PART will be in possession of the
property.

5) The PARTIES OF THE FIRST PART hereby entrust, handover and give license
to the PARTY OF THE SECOND PART to enter into the schedule property, form
layout of house sites and to develop the same by constructing residential buildings
thereon.

6) That the PARTY OF THE SECOND PART agrees to strictly adhere to the
payment schedule mentioned herein above irrespective of the sale of sites to be
formed by the PARTY OF THE SECOND PART.

7) That the PARTY OF THE FIRST PART agree to execute gift deed/s in respect
of the area to be allotted for public purpose such as road and common areas etc., to
the competent panchayat as and when required by the PARTY OF THE SECOND
PART and the cost for executing such gift deed shall be borne exclusively by the
PARTY OF THE SECOND PART.

8) As and when the PARTY OF THE SECOND PART identifies its nominee(s) for
the purchase of the plots in the schedule mentioned property, the PARTIES OF THE
FIRST PART shall execute and register the Sale deed for the same in favour of such
nominee (s) of the PARTY OF THE SECOND PART.

9) That the PARTY OF THE SECOND PART at its own cost is entitled to
advertise about the development of the schedule mentioned property and the
proposed sale of building/s to be constructed and further the PARTY OF THE
SECOND PART is entitled to put up their advertisement board in the schedule
mentioned property.

10) That the PARTY OF THE SECOND PART shall be entitled to enter into
agreement/s with purchaser/s for sale of the sites in the schedule mentioned property
but however the PARTY OF THE SECOND PART is not entitled to assign anybody in
this Memorandum of Understanding.
11) That the PARTY OF THE SECOND PART shall pay the PARTIES OF THE
FIRST PART, the entire sale consideration as mentioned in clause 5 herein above,
without fail and if the PARTY OF THE SECOND PART fails to adhere to the
payment schedule, the PARTY OF THE SECOND PART is liable to pay a penalty of
Rs.10,000/- (Rupees Ten Thousand Only) per cent for the remaining unsold sites.

12) That the PARTIES OF THE FIRST PART shall not sell the sites in the schedule
mentioned property to any third parties other than the person procured by the
PARTY OF THE SECOND PART.

13) That the PARTY OF THE SECOND PART agrees to form lay-out roads and
park sites in the schedule mentioned property at his own cost and responsibilities
without any recourse to the PARTIES OF THE FIRST PART.

14) That the PARTY OF THE SECOND PART shall not claim any damages from
the PARTIES OF THE FIRST PART if in case the PARTY OF THE SECOND PART
could not succeed in forming the layout and market the same.

15) The PARTIES OF THE FIRST PART shall produce all the original documents
pertaining to the schedule mentioned property as and when requested by the PARTY
OF THE SECOND PART for verification and on payment of entire sale consideration,
all the original documents shall be handed over to the PARTY OF THE SECOND
PART.

16) That the PARTIES OF THE FIRST PART hereby agrees to co-operate with the
PARTY OF THE SECOND PART and render full assistance for formation of lay-out
and for getting approval besides executing gift deeds to 11 – Chettipalayam
Panchayath in respect of roads, park etc.,
17) That the PARTY OF THE FIRST PART agrees to help the PARTY OF THE
SECOND PART in getting the Group Housing Plan approval or individual house plan
approval (by 11 – Chettipalayam Panchayath) by signing necessary applications,
building plan/s and other papers connected thereto and the cost involved thereto shall
be borne exclusively by the PARTY OF THE SECOND PART.

18) That the PARTIES OF THE FIRST PART agrees to make arrangement at the
earliest for gifting over the road to 11 – Chettipalayam Panchayath before
commencement of sale of sites.

19) That PARTIES OF THE FIRST PART agrees to render the full assistance to the
PARTY OF THE SECOND PART for getting necessary water/ electricity connection/s
to the schedule property and the security deposits, expenses etc., shall be borne
exclusively by the PARTY OF THE SECOND PART.

20) That the PARTIES OF THE FIRST PART shall at the requests, costs, expenses
and charges of the PARTY OF THE SECOND PART sign, execute from time to time,
the documents that might be necessary for giving proper effect of this Memorandum
of Understanding.

21) That the PARTY OF THE SECOND PART shall indemnify and keep
indemnified the PARTIES OF THE FIRST PART against and from all losses, claims,
damages, costs, charge and expenses that may be made, incurred or suffered by the
PARTIES OF THE FIRST PART in relation to the Construction of building and in
relation there to violation of any permission, Rules, Regulations, by–laws or arising
out of any accident or otherwise.

22) That the PARTIES OF THE FIRST PART hereby declares that they have not
agreed or committed to or contracted or entered into any agreement for sale of the
schedule property to any person other than the PARTY OF THE SECOND PART and
that they have not created any lien, charge, mortgage and encumbrance over the
schedule property and that they would keep the schedule property free from
encumbrances during the subsistence of this Memorandum of Understanding.

23) That the PARTIES OF THE FIRST PART further declare that they have not
done any act, thing, deed or matter whereby the development of the schedule
property may be affected or prevented in any manner whatsoever and further
declares that they have not received from Government, Local authority, Corporation
Authority or any other Authority any notice affecting the schedule property or
imposing any restriction on the development of the schedule property.

24) That the PARTIES OF THE FIRST PART hereby agrees and undertakes not to
cause interference either by themselves or through others in the development of the
schedule property.

25) That the PARTIES OF THE FIRST PART agrees to pay all Municipal rates and
taxes and other outgoings in respect of the schedule property till July 2009 and the
PARTY OF THE SECOND PART shall pay the same from August, 2009.

26) Any dispute arising between the parties hereto with regard to the
implementation of this Memorandum of Understanding shall be referred to a Sole
Arbitrator who shall be not less than the rank of Retired District Judge and get the
dispute settled as per the Arbitration and conciliation Act of 1997.

This MEMORANDUM is executed in two sets and one set shall be retained by
the PARTIES OF THE FIRST PART and the other set shall be retained by the PARTY
OF THE SECOND PART.
SCHEDULE
DESCRIPTION OF PROPERTY