LEAVE & LICENCE AGREEMENT

THIS AGREEMENT made at Mumbai, this 20th day of

January 2006 between Amit Surve of Mumbai Indian Inhabitant

hereinafter referred to as “the Licensor” of the One Part AND

ESBEE MACHINERY LIMITED, having its office at Moti Mahal, 1 st

floor, Churchgate, Mumbai 400 020, hereinafter referred to as “the

Licensee” of the Other Part.

WHEREAS the Licensor has purchased on ownership basis

Flat No.A-7 on 2nd floor at the building known as Indraprastha

Apartments. Situated at Bandra, Mumbai 400 050;

WHEREAS the Licensor has registered the Licensor to grant

to it Leave and Licence for taking a portion of the premises for the

purpose of business.

WHEREAS the Licensor has been informed of the terms and

conditions of the said Agreement of Purchase and has been in the

said premises and fittings therein and has notice of the same.

WHEREAS the Licensor has agreed to give the Licensee

licence to use the said premises and fixtures and fittings therein

for the purpose aforesaid at the licence fee for the period and upon

the terms and conditions hereinafter contained.

 NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY

AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS :

1. The Licensor hereby agrees to the Licensee and the

Licensee hereby accepts from the Licensor leave and licence

to occupy and use the portion of the premises situate at A-7,

2nd floor of building known as Indraprastha Apartments.

Situated at Bandra, Mumbai 400 050 and the fixtures and

fittings therein (hereinafter referred to as “the Flat” for a

period of 11 months commencing from 1 st May 2006 and

ending on 31st March 2007. The Licensee shall have the

option to renew the said Agreement for another period of 11

months by serving upon the Licensor 3 months notice in

writing to this effect.

2. The Licensor shall pay to the Licensor the sum of

Rs.5,000/- (Rupees five thousand only) in advance being the

licensee fee covering the period of 11 months under this

Agreement as and by way of licence fee for the use of the

said flat. If the Agreement is renewed as aforesaid, the

licence fee shall be paid in advance under this Agreement.

3. The Licensor shall deposit with the Licensor the sum of

Rs.5,000/- (Rupees five thousand only) as deposit with the

Licensor without interest for the due performance of this

Agreement during the period of the Licence. The deposit

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 shall be returned to the Licensee on the termination of the

Licence on the expiry of the period of the licence after

deducting therefrom any amount due from the Licensee to

the Licensor.

4. In addition to the License fee, the Licensee shall pay

charges for the consumption of electricity and/or gas used in

the said premises and the meter rents in connection

therewith.

5. The Licensee shall not sub-let, under-let or part with the

possession of the said premises or any part thereof run by

paying residential purpose therein during the continuance of

this Licence.

6. The Licensor or his authorised agents shall be entitled to

enter upon the said premises to inspect the condition thereof

during daytime with prior limitation which the Licensee shall

allow them to do.

7. The Licensor shall be responsible and liable to pay to the

Licensor all the costs and expenses for any loss or damage

caused due to negligence to the said premises or any part

thereof or to the Licensor’s fixtures and fittings therein

during the period of licence on account of the willful default

of the Licensee and shall keep the Licensor indemnified in

respect thereof.

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8. The said premises shall be used in a reasonable manner

without being a nuisance or annoyance to the Licensor or to

the other occupants in the building or to the neighbours.

9. If any breach is committed by the Licensee in payment of

the Licensee fee or in the due performance or observance of

the provisions of this Agreement, the Licensor shall be at

liberty to terminate this Licence by giving to the Licensee 3

months notice in advance in writing terminating the Licence

and upon the expiry of the period of such notice, this Licence

shall stand terminated and thereupon the Licensee shall

hand over to the Licensor or his/her authorised agents

possession of the said premises together with the Licensor’s

fixtures and fittings therein and shall pay compensation to

the Licensor at the rate of Rs.500/- each day or part of the

day during which the Licensee continues to be in wrongful

use and occupation of the premises.

10. The Licensor shall retain the original Licence Agreement

and the Licensee shall be given the duplicate thereof.

11. This Agreement shall be binding on the Licensor and

his/her heirs, executors, administrators and assigns and on

the Licensee and its successors in business.

12. The Licensor shall bear and pay the costs of the stamp on

this Agreement.

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 IN WITNESS WHEREOF the Licensor and Mr Sachin More as

the Principal Officer of the Licensee have hereunto set and

subscribed their respective hands and seals the day and year first

above written.

SIGNED SEALED AND DELIVERED ]

by the withinnamed Amit Surve ]

in the presence of _____________________

1. ------------

2. -------------

SIGNED SEALED AND DELIVERED ]

by the withinnamed Mr Sachin More, ]

a Principal Officer of M;/s ESBEE ]

MACHINERY PVT LTD ]

in the presence of _____________________

1. ------------

2. -------------

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1. -------------

2. -----------------

3. -------------

4. ---------------

5. -----------------

6. -------------------

7. The Lessor, his agents and surveyors, shall have the rights,

at all reasonable time, to enter upon the said land to view

the state and progress of the said works, to inspect and test

the materials and workmanship and for any other

reasonable purpose.

8. The Lessee shall also responsible to the Lessor for any

damage caused to any adjoining building or other premises,

by reason of this carrying out any blasting operations or by

reason of any erection of a building on the said land and any

works thereon, and the Lessee shall indemnify the Lessor

from and against all claims that may be made against him

by the owners or occupiers of any adjoining or other

premises or by any other person or persons thereby

affected.

9. The Lessee shall after the expiry of the period of ……months

from the date of possession is given to him, so long as he

shall remain in occupation of the said land prior to the

granting of the lease hereinafter mentioned pay to the

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 Lessor the monthly sum calculated as mentioned in clause 2

hereof as compensation for the use and occupation of the

said land, without any deduction. The first of such payments

shall be made immediately of the expiry of the said period

and subsequent monthly payments on or before the 10 th day

of each next succeeding month thereafter.

10. The Lessee shall, from the date of the possession is given to

him, so long as he shall remain in occupation of the said

land prior to the granting of the lease hereinafter mentioned,

hold the same as a mere license of the Lessor at the same

rent and subject to the same covenants and stipulations so

far as applicable as the same would be subject to, had a

lease been actually granted and the Lessor shall have all

remedies by distress or otherwise for rent in arrears that are

incidental to the relation of the landlord and tenant, but

nothing therein contained shall be construed as creating a

demise or any greater interest in the Lessee than a license.

11. In case the Lessee shall fail to complete the buildings and

structures within the time aforesaid and in accordance with

the stipulations hereinbefore contained or shall not proceed

with the building work with due diligence (except by reason

of strikes, labour troubles, lock-outs or shortage or difficulty

in procuring iron or steel or cement or other building

materials or other similar act of God) or n case of

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 ---------------------------------------------------------------------------

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12.