RECIPROCAL CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is dated _________________

BETWEEN:
(1) NICK (Bond Ownner) (Holder of Passport No. ________________________ ),
____________________ National, having permanent address at

(2) KAIZAD MORENA (Holder of Passport No. P 5569192, No.730 Society Building, Jehangir Vima
Dalal Parsi Colony , Dadar, Mumbai, India ), ____________________ National, having perma-
nent address at

(3) MYTHIRI REDDY (Holder of Passport No. R8501261 , having permanent address at No. A1
Shabeel, Shotrium 2-550. Sandeep Avenue .1st main road Neelankrai. Chennai. Tamil Nadu,
India

(4) NATRAJAN KALIAPPAN (Holder of Passport No. M8862645 Indian National, having permanent
address at 103, ERIYODU, VEDASANDUR, DINDIGUL
DINDIGUL , TAMILNADU,INDIA

With Party (1), Party (2), Party 3, Party (4), hereinafter referred to as the party representing the
Seller and hereinafter referred as “Provider” in respect of :
Bond No. US922646AS37
Issued By:
Value :
Owned by : Thorington Capital Markets, with address
_____________________________________________________________________
Currently lodged with :

And

(1 ) K V Gopiraj (Holder of Passport No. Z3672080), Indian National, having permanent address at
Meadows 3 Street 6 Villa 41, P O Box 450419, Dubai, United Arab Emirates

(2) SIVA SHENBAGAM. K (Holder of Passport No. ______________________),

_______________________ National, having permanent address at

(3) FORD BUDDY (Holder of Passport No. ______________________),

_______________________ National, having permanent address at

hereinafter referred to as Advisor providing the services to the Provider

WHEREAS:
(A) The Parties during the term of this Agreement will be discussing monetization and trading through
private placement program, in relation to the Bond (the Project). It is expressly and impiedly un-
derstood by all the parties that this agreement is a RECIPROCAL NON-CIRCUMVENTING AND
NON DISCOLSURE AGREEMENT for the sole purpose of this Project.
(B) In connection with the Project, the Parties recognise that it may be necessary or desirable to pro-
vide each other with certain confidential information. This agreement sets out the terms upon
which the Parties agree to provide each other with such information.

NOW, THEREFORE, it is agreed as follows:

1. INTERPRETATION
In this agreement:

Authorised Recipients means, in relation to each Party, to the extent that they need access to In -
formation for the purposes of, or in connection with, evaluating, negotiating or advising upon the
Project, the Party's respective Connected Persons and/or any other individuals who have re -
ceived the written consent of the other Party to receive Information pursuant to the terms of this
agreement;

Connected Persons means, in relation to each Party, the agents, professional advisers and repre-
sentatives of such Party and the directors, officers and employees of each member of such
Party's Group;

Information means all information of whatever nature relating wholly or partly to the Project or the
affairs of a Party (or a member of a Party's Group) which:
(a) is supplied by or on behalf of a Party (or a member of that Party's Group) to the other
Party or its respective Authorised Recipients whether orally, in writing or otherwise (in-
cluding fax and other forms of electronic submission) and whether before or after the date
of this agreement;
(b) is obtained by a Party or its Authorised Recipients or Group members in writing or orally,
through or following discussions with the management, employees, agents or advisers of
the other Party;
(c) is acquired by observation or attendance by a Party or its Authorised Recipients at the of-
fices or other premises of the other Party (or a member of that other Party's Group); or
(d) consists of any documents, reports, compilations, notes, memoranda or other documents
prepared by, on behalf of or for a Party (or member of that Party's Group), to the extent
derived from, containing or otherwise reflecting any information described in (a), (b) and
(c) above;

Provider means, in relation to any Information, the Party who (either directly or indirectly) provides
(or otherwise makes available) that Information, or on whose behalf that Information is provided
(or otherwise made available), to the other Party or its Authorised Recipients; and
references to a person shall be construed, as the context requires, as references to any natural
person, company or other legal or governmental entity.

2. CONSIDERATION
This agreement is made in consideration of the mutual disclosure of Information, and the entering
into of discussions, between the Parties in relation to the Project. The undertakings given by
each Party in this agreement are, where relevant, given for the benefit of the Provider of the Infor -
mation in question and any member of the Provider's Group to which such Information relates
(whether directly or indirectly).

3. DUTY OF CONFIDENTIALITY
3.1. Each Party will keep the Information secret and confidential and will not without the prior written
consent of the Provider of the relevant Information (which may be withheld, in the Provider's ab -
solute discretion), disclose, copy, reproduce or distribute any of it:
 (a) for any purpose other than the purpose set forth in Clause 3.2 below; or
(b) to any person other than an Authorised Recipient (on condition that they will not disclose,
copy, reproduce or distribute it to any person who is not an Authorised Recipient).
3.2. Each Party will use the Information solely for the purpose of considering, evaluating or negotiating
the Project and not for any other purpose.
3.3. Each Party will procure that each Authorised Recipient to whom Information is disclosed is made
aware (in advance of disclosure) of the undertakings and other terms of this agreement, and will
use its commercially reasonable endeavours to procure that each such person adheres to those
undertakings and other terms as if that person were a party to this agreement. Each Party will be
responsible for any breach of the undertakings and other terms of this agreement by any of its
Authorised Recipients.
3.4. Each Party will keep the Information securely and properly protected against theft, damage, loss
and unauthorised access (including access by electronic means) by any third party.
3.5. Without prejudice to the provisions of Clause 3.4, each Party shall inform the Provider immedi -
ately if it becomes aware that Information has been disclosed to an unauthorised third party.

4. EXCEPTIONS
4.1. Clause 3 shall not apply to Information which:
(a) at the time of its supply by (or on behalf of) the Provider is in, or subsequently comes
into, the public domain, except through breach of any of the undertakings or other terms
set out in this agreement;
(b) is already in the lawful possession of a Party, its Authorised Recipients or a member of its
Group prior to disclosure under this agreement (as can be demonstrated by such Party’s
written records or other reasonable evidence);
(c) following disclosure under this agreement, comes lawfully into the possession of a Party,
its Authorised Recipients or a member of its Group from a third party who does not owe
the Provider of that Information (or any member of that Provider's Group) an obligation of
confidence in relation to it (as can be demonstrated by such Party’s written records or
other reasonable evidence); or
(d) is required to be disclosed by law, regulation or any governmental or competent regula-
tory authority (including, without limitation, any securities exchange), provided that, so far
as it is lawful and practical to do so prior to disclosure, the disclosing party shall promptly
notify the Provider of the relevant Information of such requirement with a view, so far as
is reasonably practical, to providing the opportunity for the Provider to (i) contest at its
own cost and expense such disclosure or (ii) agree the proposed form, timing, content
and purpose of the disclosure.

5. ANNOUNCEMENTS
5.1. Each Party undertakes that neither it nor any of its Authorised Recipients will, without the prior
written consent of the other Party, reveal to any person (other than an Authorised Recipient) or
otherwise announce that the Project is (or was) under consideration, that negotiations or discus-
sions are (or were) taking place between the Parties, the status or progress of such negotiations
(including termination of negotiations) or that Information has been provided or received.
5.2. The restrictions in Clause 5.1 above will not apply if, and to the extent that, an announcement is
required by law, regulation or any governmental or competent regulatory authority (including with-
out limitation, any securities exchange); provided that, so far as it is lawful and practical to do so
prior to disclosure, the announcing Party shall promptly notify the other Party in advance of such
requirement with a view, so far as it is reasonably practicable, to providing the opportunity for the
other party to agree the form, timing, content and purpose of the announcement.

6. RETURN/DESTRUCTION OF INFORMATION
6.1. Upon the written request of the relevant Provider, each Party will, to the extent reasonably practi -
cable (and save as otherwise provided in Clause 6.2):
(a) return to the Provider all documents containing Information provided (or otherwise made
available) to it by or on behalf of the relevant Provider;
 (b) destroy all documents derived from the Information provided (or otherwise made avail-
able) to it by or on behalf of the Provider;
(c) to the extent reasonably practicable, expunge all Information provided (or otherwise
made available) to it by or on behalf of the Provider from any computer, word processor
or other device, electronic or otherwise, containing such Information; and
(d) if so requested by the Provider, deliver to the Provider a certificate signed by an autho -
rised individual confirming that the obligations contained in this Clause 6.1 have been
complied with.
6.2. The obligations under Clause 6.1 shall not apply to the extent that a Party or any of its Authorised
Recipients is required to retain such Information by any applicable law, rule or regulation or by
any competent judicial, governmental, supervisory or regulatory body. Without prejudice to the
provisions of Clause 6.1, each Party may retain one copy of all Information provided to it and one
copy of any analysis, memoranda, or other documents derived from such information for the sole
purpose of retaining a definitive record of the Information actually provided and as long as:
(a) such retained Information is treated as confidential at all times in accordance with the
provisions of this agreement; and
(b) the copy of that Information is not duplicated or otherwise copied, reproduced or sum-
marised (in each case, in whole or in part) by the Party retaining that Information.

7. NO REPRESENTATION OR WARRANTY
7.1. Each Party acknowledges and agrees, that (except as may otherwise be provided in any future
agreement regarding the Project):
(c) the Information provided to it does not purport to be comprehensive and that no repre -
sentation or warranty, express or implied, is made by the Provider of any Information, or
by any of its Connected Persons, as to the accuracy, reliability or completeness of that
Information;
(d) no Provider (and none of its Connected Persons) shall:
(i) have any liability to the other Party or to any other person resulting from the use
of Information by that other Party or person or its Authorised Recipients; or
(ii) be under any obligation to provide further Information, update Information or cor-
rect any inaccuracies in Information.
7.2. This paragraph does not exclude any liability for, or remedy in respect of, fraudulent misrepresen-
tation.
Except as expressly set out in this agreement, each Party acknowledges and agrees that no
other Party (and none of any other Party's Connected Persons) shall have any duty of care to it or
to its Authorised Recipients or to any other person.

8. GENERAL
8.1. Without affecting any other rights or remedies that the Parties (and their Connected Persons)
may have, each Party acknowledges that a person with rights under this agreement may be ir-
reparably harmed by any breach of its terms and that damages alone may not necessarily be an
adequate remedy. Accordingly, each Party hereby acknowledges without proof of actual dam-
ages that injunctive relief, specific performance or other equitable relief in favour of the relevant
Party (or its Connected Persons) is an appropriate and necessary remedy for any threatened or
actual breach of the terms of this agreement.
8.2. No failure or delay in exercising any right, power or privilege under this agreement will operate as
a waiver of it, nor will any single or partial exercise of any right, power or privilege under this
agreement preclude any other or further exercise of it or any other right, power or privilege under
this agreement or otherwise.
8.3. Nothing contained in this agreement shall be construed as prohibiting any Party or its Connected
Persons from pursuing any other remedies available to it.
8.4. The undertakings and other terms set out in this agreement shall be deemed to have commenced
on and from the date written above on page number 1 and will survive for a period of five (5)
years.
8.5. If any provision of this agreement is held to be illegal, invalid or unenforceable, that provision
shall (so far as it is illegal, invalid or unenforceable) be given no effect and shall be deemed not to
 be included in this agreement, but that shall not affect the legality, validity or enforceability of any
other provision of this agreement.
8.6. Save as expressly set out in this agreement, a person who is not party to this agreement shall
have no right to enforce any of its terms.
8.7. Each Party hereby confirms that it is acting in this matter as principal and not as an agent or bro-
ker for any other person.
8.8. To the extent that any Information is covered or protected by legal advice, litigation, common in-
terest or any other applicable privilege or doctrine, disclosure of such Information to a Party or its
Authorised Recipients does not constitute a waiver of any such privilege. Each Party agrees to
assert all such privileges in opposition to any request for disclosure of Information propounded by
any third party.
8.9. Unless and until a definitive agreement between the Parties regarding the Project has been exe -
cuted, no Party will be under any obligation whatsoever to negotiate or conclude the Project and
any termination of discussions or negotiations by any Party shall be without liability to any other
Party.
8.10. This agreement may be executed in any number of counterparts. This has the same effect as if
the signatures on the counterparts were on a single copy of this agreement.
8.11. Each Party shall pay the costs and expenses incurred by it in connection with entering into this
agreement.
8.12. The undertakings of each Party under this agreement are given for the benefit of (and shall be
enforceable by) each member of the other Party's Group without prejudice to any other remedies
available to that other Party (or its Group Members).

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Dubai, UAE.
Any dispute arising out of the formation, performance, interpretation, nullification, termination or
invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever
shall be settled by arbitration in accordance with the provisions set forth under the Dubai Interna-
tional Arbitration Center’s (DIAC) Arbitration Rules of 7th May 2007 (the “Rules”). Unless other-
wise agreed between the Parties, the dispute will be settled by a sole arbitrator appointed in ac -
cordance with the Rules. The language of arbitration will be English and the place of arbitration
will be Dubai. The arbitral award shall be final and binding upon the Parties and shall not be sub -
ject to any appeal.

THEREFORE, the Parties have caused their duly authorised representatives to execute and deliver this
agreement on the date first above written on this day of ________________

SIGNATORIES OF PROVIDER

_________________________________

_________________________________

_________________________________
________________________________

SIGNATORIES OF ADVISOR

_________________________________

_________________________________

_________________________________