ex10-3.htm


    


    Exhibit
      10.3


    


    SHARE
      PURCHASE AGREEMENT

    


    AMONG

    


    INDIA
      GLOBALIZATION CAPITAL, INC.

    


    AND

    


    ODEON
      LIMITED

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    SHARE
      PURCHASE AGREEMENT

    


    THIS
      SHARE PURCHASE AGREEMENT (this “Agreement”) is made as on this
      [●] day of [●] 2007 BETWEEN:

    


    INDIA
      GLOBALIZATION CAPITAL, INC. a company organised under the laws of the
      State of Maryland and having its office address at 4336
      Montgomery Avenue Bethesda, MD 20814 (hereinafter referred to as
“Purchaser”, which expression shall, unless it be repugnant to
      the context or meaning thereof, be deemed to mean and include its successors
      and
      assigns) of the FIRST PART;

    


    AND

    


    ODEON
      LIMITED, a company duly organised under the laws of Mauritius having
      its registered office at 3rd Floor,
      TM
      Building, Pope Hennessy Street, Port Louis, Republic of Mauritius and having
      its
      correspondence address at 180B, Bencoolen, Singapore 189648 (hereinafter
      referred to as "Seller" which expression shall, unless
      repugnant to the context or meaning thereof, be deemed to mean and include
      its
      successors) of the SECOND PART.

    


    WHEREAS:

    


    
      	
              A.  

            	
              The
                Seller is the owner of Five Million (5,000,000) convertible preference
                shares of the face value of INR 10 each with the terms and conditions
                as
                listed in Schedule 1 hereto (the
                “Shares”) in Techni Bharathi Limited, a public limited
                company organised and existing under the laws of India with its registered
                office and principle place of business at By pass road, Edappally,
                Kochi –
                682 024, India
                (“Company”).

            


    

    


    
      	
              B.  

            	
              The
                Seller has agreed to sell the Shares to the Purchaser and the Purchaser
                has agreed to purchase the Shares from the Seller in accordance with
                the
                provisions of this Agreement.

            


    

    


    NOW
      THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED
      HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION THE ADEQUACY OF WHICH IS HEREBY
      ACKNOWLEDGED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AND THIS
      AGREEMENT WITNESSETH AS UNDER:

    


    
      	
              1.  

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

    


    
      	
              1.1  

            	
              Definitions

            


    

    


    In
      this
      Agreement, except to the extent that the context requires otherwise the
      following terms shall have the meanings set forth below, such meanings to be
      applicable to both the singular and the plural forms of such terms:

    


    
      	
              (a)  

            	
              ‘Affiliate’
                means when used in respect of a specified legal person,
                each
                legal person that directly or indirectly through one or more
                intermediaries, controls or is controlled by, or is under common
                control
                with the person specified. In this definition “control” (and its
                derivatives) means both (i) holding beneficially more than fifty
                per cent
                (50%) of equity interests and (ii) the ability to cast more than
                fifty
                (50%)per cent of the voting rights attaching to voting
                securities.

            


    

    


    
      	
              (b)  

            	
              'Agreement'
                shall mean this Share Purchase Agreement, as from time to time amended,
                supplemented or replaced or otherwise modified and any document which
                amends, supplements, replaces or otherwise modifies this Agreement,
                together with the recitals and all the Schedules attached
                hereto.

            


    

    


    
      	
              (c)  

            	
              “Applicable
                Law” shall mean all applicable laws, statutes, ordinances,
                regulations, rules, orders, bye laws, administrative interpretation,
                writ,
                injunction, directive, protocols, codes, policies, notices, directions,
                judgment or decree or other instrument or other requirements of any
                Governmental Authority in any relevant jurisdiction applicable to
                any
                Party from time to time.

            


    

    


    
      	
              (d)  

            	
              ‘Articles’
                means Articles of Association of the
                Company.

            


    

    


    
      	
              (e)  

            	
              ‘Board’
                means Board of Directors of the
                Company.

            


    

    


    
      	
              (f)  

            	
              ‘Claim’
                includes any notice, demand, assessment, letter or other document
                issued
                or action taken by any tax, fiscal or other statutory or governmental
                authority, body or official whatsoever (whether of India or elsewhere
                in
                the world) whereby the Company is or may be placed or sought to be
                placed
                under a liability to make a payment or deprived of any relief, allowance,
                credit or repayment otherwise
                available.

            


    

    


    
      	
              (g)  

            	
              'Completion'
                shall mean completion of the events specified in
                Clause4.1 below and the Purchaser being
                registered as a member in respect of the Shares in the register of
                members
                of Company.

            


    

    


    
      	
              (h)  

            	
              ‘Completion
                Date' shall mean date mentioned in
                Clause4.1
                hereof.

            


    

    


    
      	
              (i)  

            	
              'Conditions
                Precedent' shall mean the conditions precedent mentioned in
                Clause 3 of this
                Agreement.

            


    

    


    
      	
              (j)  

            	
              “CPS”
                means 6% compulsorily convertible preference shares of the
                Company agreed to be subscribed by the Purchaser in terms of the
                Share
                Subscription Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (k)  

            	
              'Encumbrances'
                means any encumbrance, lien, charge, security interest, mortgage,
                pledge,
                easement, conditional sale or other title retention or non-disposal
                agreement or other restriction of a similar kind, and all other easements,
                encroachments and title defects of every type and nature, or any
                conditional sale contract, title, retention contract, or other contract
                to
                give or to refrain from giving any of the
                foregoing.

            


    

    


    
      	
              (l)  

            	
              ‘INR’
                means the lawful currency of India.

            


    

    


    
      	
              (m)  

            	
              “Investor
                Shares” means 7,150,000 equity shares of the Company agreed to be
                subscribed by the Purchaser in terms of the Share Subscription
                Agreement.

            


    

    


    
      	
              (n)  

            	
              'Party'
                shall mean the Seller and the Purchaser referred to individually
                and
                'Parties' shall mean the Seller and the Purchaser
                referred to collectively.

            


    

    


    
      	
              (o)  

            	
              ‘Purchase
                Price’ means an aggregate amount of USD 2 million to be paid by
                the Purchaser to the Seller for acquiring
                Shares.

            


    

    


    
      	
              (p)  

            	
              'Person'
                shall include an individual, an association, a corporation, a partnership,
                a joint venture, a trust, an unincorporated organisation, a joint
                stock
                company or other entity or organisation, including a government or
                political subdivision, or an agency or instrumentality thereof and/or
                any
                other legal entity.

            


    

    


    
      	
              (q)  

            	
              “Promoters”
                shall have the meaning ascribed to the term in the Share
                Subscription Agreement.

            


    

    


    
      	
              (r)  

            	
              Representations and Warranties means
                the representations and warranties of the Seller as set out in Recital
                A
                and clauses 5.1.1 to 5.1.5 (both
                inclusive).

            


    

    


    
      	
              (s)  

            	
              “Share
                Subscription Agreement” means the agreement to be executed
                between the Purchaser, the Company and the
                Promoters.

            


    

    


    
      	
              1.2  

            	
              Interpretation

            


    

    


    
      	
              1.2.1  

            	
              The
                terms referred to in this Agreement shall, unless defined otherwise
                or
                inconsistent with the context or meaning thereof, bear the meaning
                ascribed to it under the relevant
                statute/legislation.

            


    

    


    
      	
              1.2.2  

            	
              All
                references in this Agreement to statutory provisions shall be construed
                as
                meaning and including references
                to:

            


    

    


    
      	
               

            	
              (a)

            	
              Any
                statutory modification, consolidation or re-enactment (whether before
                or
                after the date of this Agreement) for the time being in
                force;

            


    

    


    
      	
               

            	
              (b)

            	
              All
                statutory instruments or orders made pursuant to a statutory provision;
                and

            


    

    


    
      	
               

            	
              (c)

            	
              any
                statutory provisions of which these statutory provisions are a
                consolidation, re-enactment or
                modification.

            


    

    


    
      	
              1.2.3  

            	
              Words
                denoting the singular shall include the plural and words denoting
                any
                gender shall include all genders.

            


    

    


    
      	
              1.2.4  

            	
              Headings
                to clauses, sub-clauses and paragraphs are for information only and
                shall
                not form part of the operative provisions of this Agreement or the
                Schedules and shall be ignored in construing the
                same.

            


    

    


    
      	
              1.2.5  

            	
              References
                to recitals, clauses or schedules are, unless the context otherwise
                requires, are references to recitals, to clauses of or schedules
                to this
                Agreement.

            


    

    


    
      	
              1.2.6  

            	
              Reference
                to days, months and years are to Gregorian days, months and calendar
                years
                respectively.

            


    

    


    
      	
              1.2.7  

            	
              Any
                reference to the words “hereof,” “herein”, “hereto” and “hereunder” and
                words of similar import when used in this Agreement shall refer to
                clauses
                or annexures of this Agreement as specified
                therein.

            


    

    


    
      	
              1.2.8  

            	
              Any
                expression importing a natural person includes any company, trust,
                partnership, joint venture, association, body corporate or governmental
                agency.

            


    

    


    
      	
              1.2.9  

            	
              Where
                a word or phrase is given a defined meaning, another part of speech
                or
                other grammatical form in respect of that word or phrase has a
                corresponding meaning.

            


    

    


    
      	
              1.2.10  

            	
              Reference
                to “Purchaser”, unless repugnant to the context shall for the purpose of
                this Agreement, mean and include the Affiliates of the
                Purchaser.

            


    

    


       
      1.2.11  The words “include” and “including” shall be construed without
      limitation.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2.  

            	
              PURCHASE
                AND SALE OF SHARES

            


    

    


    
      	
              2.1  

            	
              Subject
                to the terms and conditions hereof, on the Completion Date the Seller
                shall sell, assign, transfer, convey and deliver to the Purchaser
                the
                ownership and possession of the Shares, free and clear of all Encumbrances
                and restrictions of any kind, with all rights attached or accruing
                thereto
                (including without limitation, accrued dividends if any) and the
                Purchaser
                shall purchase the Shares from the Seller for the Purchase
                Price.

            


    

    


    
      	
              3.  

            	
              CONDITIONS
                PRECEDENT

            


    

    


    
      	
              3.1  

            	
              The
                Parties agree that the obligation of the Purchaser to purchase the
                Shares
                in the manner provided herein, is conditional upon (i) the Purchaser
                subscribing to the Investor Shares and the CPS; and (ii) only if
                all the
                Representations and Warranties continue to be true and correct on
                the
                Completion Date.

            


    

    


    
      	
              3.2  

            	
              Upon
                fulfilment of the Conditions Precedent, the Purchaser shall notify
                the
                Seller of the same in writing.

            


    

    


    
      	
              4.  

            	
              COMPLETION

            


    

    


    
      	
              4.1  

            	
              Upon
                fulfilment of all the Conditions Precedent to the satisfaction of
                the
                Purchaser or if specifically waived in writing by the Purchaser,
                the
                Parties shall proceed to complete the sale of the Shares to the Purchaser
                (‘Completion’) in the manner provided in this Clause.
                Such Completion shall take place on a date set by the Purchaser (the
                ‘Completion Date’), which date shall not be later than 15
                days from the fulfilment of all the Conditions Precedent to the
                satisfaction of the Purchaser. Such Completion Date shall however
                in no
                event be later than January 31, 2008 unless extended upon mutual
                agreement
                between the Parties.

            


    

    


    
      	
              4.2  

            	
              The
                Completion shall take place at Economic Laws Practice, 1502, Dalamal
                Towers, Nariman Point, Mumbai – 400021 or such other place as may be
                mutually agreed upon by the
                Parties.

            


    

     

    
      	
              4.3  

            	
              On
                the Completion Date, the Seller shall deliver or cause to be delivered
                to
                the Purchaser:

            


    

     

    
      	
               

            	
              a)

            	
              written
                confirmation from the Seller that as at the Completion Date  the
                Representations and Warranties are true, accurate and complete and
                that it
                is not aware of any matter or thing which is in breach of or inconsistent
                with any of the Representations and
                Warranties;

            


    

     

    
      	
               

            	
              b)

            	
              duly
                signed share transfer forms and the original share certificates respecting
                the Shares.

            


    

     

    
      	
              4.4  

            	
              On
                the Completion Date, a meeting of the Board shall be held at which,
                the
                Board shall pass resolutions approving the transfer of the Shares
                held by
                the Seller to the Purchaser, endorse share certificates in the name
                of the
                Purchaser and deliver the share certificates to the Purchaser and
                record
                such transfer in the register of members maintained by the Company
                and
                incorporate the name of the Purchaser as the legal and beneficial
                owner of
                the Shares in the register of members of the
                Company.

            


    

     

    
      	
              4.5  

            	
              On
                the Completion Date the Purchaser shall pay to the Seller the Purchase
                Price by way of telegraphic
                transfer.

            


    

    


    
      	
              4.6  

            	
              The
                Parties to this Agreement agree to take all measures that may be
                required
                to ensure to the extent possible, that all the events contemplated
                in
                Clause 4 above on the Completion Date are completed on
                the same day1.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    5.           REPRESENTATIONS
      AND WARRANTIES

     

    
      	
              5.1

            	
              True
                and Accurate:  The Seller represents, warrants and
                undertakes to the Purchaser, that each of the statements set out
                in this
                Clause hereunder, as applicable to the Seller, is now and will be
                true and
                accurate at the Completion Date. The Seller acknowledges that the
                Purchaser, in entering into this Agreement, is relying on such
                representations, warranties and undertakings and shall be entitled
                to
                treat the same as conditions of the
                Agreement. 

            


    

     

    
      	
              5.1.1

            	
              Ownership
                of Shares: The Seller is the sole recorded and beneficial owner of
                Shares.

            


    

    


    
      	
              5.1.2

            	
              No
                liens or Encumbrances: The Seller has good and marketable title to the
                Shares, free and clear of all
                Encumbrances.

            


    

    


    
      	
              5.1.3

            	
              Right
                to transfer Shares: The Seller has full capacity, right, power and
                authority to enter into this Agreement and to consummate the transactions
                contemplated hereby and thereby to transfer and deliver the Shares
                to the
                Purchaser, in the manner provided in this Agreement, the Purchaser
                will
                receive good and marketable title to the Shares, free and clear of
                all
                Encumbrances.

            


    

    


    
      	
              5.1.4

            	
              No
                liability: The Seller has no asserted or unasserted liability or Claim
                whatsoever towards the Company.

            


    

    


    
      	
              5.1.5

            	
              Non-contravention:
                The execution, delivery and performance of this Agreement, the
                consummation by the Seller of the transactions contemplated hereby
                and
                thereby and compliance by the Seller with the provisions hereof or
                thereof
                do not and will not (a) subject to the conditions precedent set out
                herein, require any filing by the Seller with, or the permit,
                authorization, consent or approval of, any court, arbitrator or arbitral
                tribunal, administrative agency or commission or other governmental
                or
                regulatory authority or agency (a “Governmental Entity”), (b) conflict
                with or violate any order, writ, injunction, decree, statute, rule
                or
                regulation applicable to, binding upon or enforceable against the
                Seller,
                (c) constitute a breach of any duty owed by the Seller or any person
                acting in a representative or fiduciary capacity with respect to
                the
                Seller, or (d) result in a violation or breach of, or constitute
                (with or
                without notice or lapse of time or both) a default under or give
                rise to
                any right of termination, amendment, cancellation or
                acceleration.

            


    

     

    
      	
              5.2

            	
              Purchaser
                Representation:The Purchaser hereby represents and warrants that it
                has the corporate power and authority to execute, deliver and perform
                this
                Agreement and the transactions contemplated herein. The execution,
                delivery and performance by the Purchaser of thus Agreement has been
                duly
                authorized and approved by its board of
                directors.

            


    

     

    
      	
              5.3

            	
              Separate
                and Independent:  Each of the Representations and Warranties
                shall be separate and independent and, save as expressly provided
                to the
                contrary, shall not be limited by reference to or inference from
                any other
                Representations and Warranty or any other term of this Agreement,
                which is
                not expressly referenced to the Representations and Warranty
                concerned.

            


    

     

    
      	
              5.4

            	
              Undertaking:  The
                Seller shall not do, allow or procure any act or omission before
                the
                Completion Date which would respectively constitute a breach of any
                of the
                Representations and Warranties if they were given at the Completion
                Date,
                or which would make any of the Representations and Warranties inaccurate
                or misleading if they were so
                given.

            


    

     

    
      	
              5.6

            	
              Notification
                of breach:  The Seller hereby agrees to disclose promptly to
                the Purchaser in writing immediately upon becoming aware of the same,
                any
                matter, event or circumstance (including any omission to act) which
                may
                arise or become known to it after the date of this Agreement which
                would
                render any of the Representations and Warranties to be
                inaccurate.

            


    

     

    
      	
              5.7

            	
              Survival:  The
                Representations and Warranties provided in this Agreement shall survive
                the Completion Date.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.           INDEMNITY

    


    
      	
              6.1

            	
              Without
                prejudice to any other right available to the Purchaser in law or
                under
                equity, the Seller shall indemnify, defend and hold harmless the
                Purchaser, their Affiliates, directors, advisors, officers, employees
                and
                agents, from and against any and all liabilities, damages, demands,
                Claims
                (including third party Claims), actions, judgments or causes of action,
                assessments, interest, fines, penalties, and other costs or expenses
                (including, without limitation, amounts paid in settlement, court
                costs
                and all reasonable attorneys' fees and out of pocket expenses)
                (“Losses”) directly based upon, arising out of, or in
                relation to or otherwise in respect of 

               

            


    

    
      	
              i.  

            	
              any
                inaccuracy in or any breach of any Representation and Warranty, covenant
                or agreement of the Seller contained in this Agreement or any document
                or
                other papers delivered by Seller to the Purchaser in connection with
                or
                pursuant to this Agreement;

            


    

    


    
      	
              ii.  

            	
              any
                liability arising out of non compliance of any obligation undertaken
                by
                the Seller.

            


    

    


    
      	
              6.2

            	
              Any
                compensation or indemnity as referred to in Clause 6.1 above shall
                be such
                as to place the Purchaser in the same position as it would have been
                in,
                had there not been any such breach and as if the Representation and
                Warranty under which Purchaser is to be indemnified, had been
                correct.

            


    

    


    7.           NOTICES

    


    
      	
              7.1

            	
              Any
                notice or other communication that may be given by one Party to the
                other
                shall always be in writing and shall be served either by (i) hand
                delivery
                duly acknowledged; or (ii) sent by registered post with acknowledgment
                due; or (iii) by facsimile at the respective addresses set out herein
                below or at such other address as may be subsequently intimated by
                one
                party to the other in writing as set out herein. If the notice is
                sent by
                facsimile, the said notice shall also be sent by registered post
                acknowledgment due.

            


    

    


    The
      Purchaser:  Ram Mukunda

    Address:             At
      the address mentioned above

    Tel:                      +1
      301 529 4996

    Facsimile:            +
      1 240 465 0273

    


    The
      Seller :          Ben Lim
      Choon Kee

    Address:              At
      the address mentioned above

    Tel:                      
      + 65 6334 6330

    Facsimile:             +
      65 6334 7816

    


    
      	
              7.2

            	
              All
                notices shall be deemed to have been validly given on (i) the business
                date immediately after the date of transmission with confirmed answer
                back, if transmitted by facsimile transmission, or (ii) the business
                date
                of receipt, if sent by courier or hand delivery; or (iii) the expiry
                of
                seven days after posting, if sent by registered
                post.

            


    

    


    
      	
              7.3

            	
              Any
                Party may, from time to time, change its address or representative
                for
                receipt of notices provided for in this Agreement by giving to the
                other
                Party not less than 10 days prior written
                notice.

            


    

    


    8.           TERM

    


    This
      Agreement shall come into effect and force and be binding on the Parties from
      the date first written above and shall remain in full force unless terminated
      in
      accordance with the provisions of this Agreement.

    


    9.           CONFIDENTIALITY

    


    The
      Seller shall not disclose the terms, conditions, or contents of this Agreement
      to any third party without the prior written consent of the Purchaser. The
      Seller shall at all times keep strictly confidential all business and trade
      secrets relating to the business activity of the Company, Purchaser, its direct
      and indirect subsidiaries and affiliates, and shall not disclose such secrets
      to
      third parties, either directly or indirectly, nor cause, support, or conceal
      such disclosure by third parties.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    10.          TERMINATION

    


    
      	
              10.1

            	
              Grounds
                for Termination: Save and except the rights and obligations of the
                Parties
                that terminate as provided in the specific clauses in this Agreement,
                this
                Agreement shall continue in full force and effect until terminated
                in
                accordance with the provisions of this
                Clause.

            


    

    


    
      	
              10.2

            	
              This
                Agreement can be terminated at any time prior to the sale of the
                Shares in
                the manner set out in Clause 4 of this Agreement, by mutual written
                agreement of the Parties.

            


    

    


    
      	
              10.3

            	
              This
                Agreement shall stand terminated if the Completion does not take
                place as
                per Clause 4.1.

            


    

    


    
      	
              10.4

            	
              Effect
                of Termination: Termination of this Agreement under Clauses 10.2
                to 10.3
                shall be without liability of any Party (or any shareholder, director,
                officer, agent, employee, consultant or representative of such Party)
                to
                the other Party.

            


    

    


    
      	
              10.5

            	
              The
                provisions of Clause 6 (Indemnity), 7 (Notices), and 9 (Confidentiality)
                shall survive the termination hereof pursuant to Clause
                10.1.

            


    

    


    11.          MISCELLANEOUS
      PROVISIONS

    


    11.1        Reservation
      of Rights

    


    No
      forbearance, indulgence or relaxation or inaction by any Party at any time
      to
      require performance of any of the provisions of this Agreement shall in any
      way
      affect, diminish or prejudice the right of such Party to require performance
      of
      that provision, and any waiver or acquiescence by any Party of any breach of
      any
      of the provisions of this Agreement shall not be construed as a waiver or
      acquiescence of any continuing or succeeding breach of such provisions, a waiver
      of any right under or arising out of this Agreement or acquiescence to or
      recognition of rights other than that expressly stipulated in this
      Agreement.

    


    11.2         Cumulative
      Rights

    


    All
      remedies of either Party under this Agreement whether provided herein or
      conferred by statute, civil law, common law, custom or trade usage, are
      cumulative and not alternative and may be enforced successively or
      concurrently.

    


    11.3         Partial
      Invalidity

    


    If
      any
      provision of this Agreement or the application thereof to any Person or
      circumstance shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provision to persons or circumstances
      other than those as to which it is held invalid or unenforceable shall not
      be
      affected thereby, and each provision of this Agreement shall be valid and
      enforceable to the fullest extent permitted by law. Any invalid or unenforceable
      provision of this Agreement shall be replaced with a provision, which is valid
      and enforceable and most nearly reflects the original intent of the
      unenforceable provision. Provided however, if said provision is fundamental
      provision of this Agreement or forms part of the consideration or object of
      this
      Agreement, the provision of this Clause shall not apply.

    


    11.4         Amendments

    


    No
      modification or amendment of this Agreement and no waiver of any of the terms
      or
      conditions hereof shall be valid or binding unless made in writing and duly
      executed by all the Parties.

    


    11.5         Assignment

    


    This
      Agreement and the rights and liabilities hereunder shall bind and inure to
      the
      benefit of the respective successors of the Parties hereto, but no Party shall
      assign or transfer any of its rights and liabilities hereunder to any other
      Person without the prior written consent of the other Party, which will not
      be
      unreasonably withheld. Notwithstanding anything stated above, the Purchaser
      shall be entitled to assign its rights and obligations hereunder to any of
      its
      Affiliates or its holding company or ultimate parent company or their
      Affiliates, without the consent of the Seller.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    11.6         Entire
      Agreement

    


    This
      Agreement constitutes the entire Agreement between the Parties with respect
      to
      the sale of the Shares and supersedes and cancels any prior oral or written
      agreement, representation, understanding, arrangement, communication or
      expression of intent relating to the subject matter of this
      Agreement.

    


    11.7         Relationship

    


    None
      of
      the provisions of this Agreement shall be deemed to constitute a partnership
      between the Parties hereto and no Party shall have any authority to bind the
      other Party otherwise than under this Agreement or shall be deemed to be the
      agent of the other in any way.

    


    11.8         Governing
      law

    


    This
      Agreement shall be governed and construed in accordance with the laws of India,
      under the jurisdiction of the relevant competent courts in India , without
      regard to the conflict of laws principles.

    


    11.9         Service
      of Process

    


    The
      Parties agree that any action or proceeding seeking to enforce any provision
      of,
      or based on any right arising out of this Agreement may be brought against
      any
      of the Parties in the courts of Mumbai, India and each of the Parties consent
      to
      the jurisdiction of such courts (and of the appropriate appellant courts) in
      any
      such action or proceeding and waives any objection to the venue laid therein.
      Process in any action or proceeding referred to in the preceding sentence may
      be
      served on any party anywhere in the world.

    


    11.10      
      Costs

    


    Each
      of
      Seller and Purchaser shall pay its own expenses, including attorneys’ fees
      incurred in connection with this Agreement, the transactions contemplated
      hereby, the negotiations leading to this Agreement, and the preparations for
      carrying this Agreement into effect.   Any stamp duty or such
      other charges which may be imposed arising from the transfer of the Shares
      shall
      be borne solely by the Purchaser.

    


    11.11       Severance

    


    Any
      provision of this Agreement which is invalid or unenforceable shall be
      ineffective to the extent of such invalidity or unenforceability, without
      affecting in any way the validity, legality and enforceability of the remaining
      provisions hereof. Should any provision of this Agreement be or become
      ineffective for reasons beyond the control of the Parties, the Parties shall
      use
      reasonable efforts to agree upon a new provision, which shall as nearly as
      possible have the same commercial effect as the inefficient
      provision.

    


    11.12       Public
      announcements

    


    Except
      as
      and to the extent required by Applicable Law, without the prior written consent
      of the other Party, neither Party will, and each will direct its representatives
      not to, make, directly or indirectly, any public comment, statement or
      communication with respect to, or otherwise to disclose or to permit the
      disclosure of the terms of this Agreement. The Purchaser however is required
      by
      the Securities and Exchange Commission (‘SEC’) laws in the
      United States of America to disclose the terms of this Agreement, while filing
      with the SEC, which may result into a press release or press exposure or
      disclosure to the general public.

    


    11.13       Execution
      in Counterparts

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which, taken together, shall constitute one and
      the same instrument. A facsimile or copy of a signature is valid as an
      original.

    


    11.14       Authorisation

    


    The
      persons signing this Agreement on behalf of the Parties represent and covenant
      that they have the authority to so sign and execute this document on behalf
      of
      the Parties for whom they are signing.

    


    11.15       Time
      of the essence

    


    Any
      date
      or period mentioned in this Agreement may be extended by agreement between
      the
      Parties hereto, failing which, as regards any such date or period, time shall
      be
      the essence of the Agreement.

     

    Execution
      Page
      Follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


    IN
      WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE
      HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR HEREIN
      WRITTEN:

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED " Purchaser "

            	
              )

            
	
              BY
                THE HAND OF MR. RAM MUKUNDA

            	
              )

            
	
              (Authorised
                Signatory)

            	
              )

            
	 	 
	
              ON
                THE       DAY OF SEPTEMBER
                2007

            	
              )

            


    

    


    
      	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "Seller"

            	
              )

            
	
              BY
                THE HAND OF MR. BEN LIM CHOON KEE

            	
              )

            
	
              (AUTHORISED
                SIGNATORY) PURSUANT TO THE

            	
              )

            
	
              RESOLUTION
                PASSED BY THE BOARD

            	
              )

            
	
              ON
                THE      DAY OF SEPTEMBER
                2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	
              ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    


    

      

    

      
      1
        We believe all the
        activities can take place simultaneously and there is no requirement of an
        escrow agent.