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MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is executed at

COIMBATORE on this ___________ day of OCTOBER, TWO THOUSAND
AND SEVEN ( .10.2007).

BETWEEN

RAJESWARI SIVA, W/o. Late A.S. Sivasubramaniam, residing at 5/62, 11th

Cross, New Thillai Nagar, P.N. Pudur, Coimbatore - 641 041 - hereinafter
referred to as the PARTY OF THE FIRST PART (which term shall mean and
include her legal heirs, assigns and authorised representatives, etc.).

AND

Mr. R. NAVEEN, S/o. Ramakrishnan, residing at Door No.14, Kamachi Lay

Out, New Ananda Nagar, IInd Street, P.N. Pudur P.O., Coimbatore - 641 041 -
hereinafter referred to as PARTY OF THE SECOND PART (which term shall
mean and include his legal heirs, assigns and authorised representatives, etc.)

AND THE SAME WITNESSETH

WHEREAS the schedule mentioned property i.e. an extent of about

2400 sq.ft of land with building absolutely belonged to the PARTY OF THE
FIRST PART herein as her self acquired property by virtue of Sale deed dated
28.6.2006 executed in her favour and registered as Doc. No.3631/2006, in the
office of Sub-Registrar Vadavalli, Coimbatore and the PARTY OF THE
SECOND PART agreed to purchase the said property at his cost for a sum of
Rs.35,00,000/- (Rupees Thirty Five Lakhs Only) and accordingly the said Sale
deed was executed today and registered.
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AND WHEREAS in the said Sale deed, it has been mentioned that the
PARTY OF THE SECOND PART herein had paid the balance sale
consideration of Rs.3,55,000/- (Rupees Three Lakhs Fifty Five Thousand Only)
by cash in clause (c) of the payment schedule mentioned in the said Sale deed,
but whereas the PARTY OF THE SECOND PART did not have the enough
funds to meet the commitment of paying the entire sale consideration as
mentioned in the said Sale deed and hence the PARTY OF THE SECOND
PART has undertaken to pay a sum of Rs.2,50,000/- (Rupees Two Lakhs Fifty
Thousand Only) within 3 months from this date and accordingly by way of
assuring the payment of the sum, the PARTY OF THE SECOND PART has
issued a cheque bearing No._________ dated _____ and drawn on ________
and the parties hereto have agreed to abide by the following terms and
conditions.

NOW THIS DEED WITNESSETH

1. It has been agreed to between the parties hereto that without any
confirmation whatsoever the PARTY OF THE FIRST PART will be entitled to
present the cheque bearing No.______ dated ______ and drawn on _____ for
Rs.2,50,000/- for collection upon expiry of 90 days from this date and that the
PARTY OF THE SECOND PART shall not issue any stop payment advise in
respect of the said cheque and undertake to honour the said cheque.

2. It has been agreed to between the parties hereto that the PARTY OF
THE FIRST PART is entitled to have a first charge over the property by way of
unpaid sale consideration and that in the event of the sum covered under the
cheque not being paid by the PARTY OF THE SECOND PART by honouring
the said cheque, then the PARTY OF THE SECOND PART is under obligation
to pay Rs.5000/- per month as liquidated damages till the said sum is repaid.
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3. In the event of the PARTY OF THE SECOND PART honouring the said
cheque, the PARTY OF THE FIRST PART shall issue a stamped receipt
acknowledging the receipt of the said amount.

4. In case of any dispute between the parties hereto the same shall be
referred to a Sole Arbitrator in accordance to Arbitration and Conciliation Act
1996 and the PARTY OF THE FIRST PART is entitled to appoint a Sole
Arbitrator who shall be a person of not below the rank of a Retd., District
Judge and that the place of arbitration shall be in Coimbatore and in such
circumstance the PARTY OF THE SECOND PART is under obligation to pay
the cost of the arbitration and other incidental expenses arising thereto.

IN WITNESS WHEREOF both the parties hereto have set their

respective hands in this deed on the date, month and year mentioned above.

DESCRIPTION OF PROPERTY

In Coimbatore Registration District, in Vadavalli Sub-Registration District, in

Coimbatore Taluk, in Vadavalli village, in S.F. No.27/2 measuring an extent of
0.79 acres of land in this a layout formed known as “NEW THILLAI NAGAR
PART-V” and approved by Coimbatore Deputy Director of Town Planning
under Approval No.LP/R (C.N) No.20/81, in this layout Site No.62 situated
within the following boundaries

North of - 30 feet wide East West Layout Road

South of - Site No.51
East of - Site No. 61
West of - Site No. 63

Admeasuring
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East West on both the sides - 40 feet

North South on both the sides - 60 feet

Within this an extent of 2400 sq.ft or 5 cents and 222 sq.ft of vacant site
together with 1088 sq.ft of R.C.C. Building and 344 sq.ft of Portico and
staircase together with the right to use the common road etc., together with
Electricity connection bearing No.----- its deposit, Water connection together
with compound wall etc and presently bearing Door No.------ bearing
Assessment No.------

WITNESSES:
1) 2)