ex10-1.htm


    


    Exhibit
      10.1


    


    


    


    SHARE
      SUBSCRIPTION AGREEMENT

    


    AMONG

    


    INDIA
      GLOBALIZATION CAPITAL, INC.

    


    AND

    


    TECHNI
      BHARATHI LIMITED

    


    AND

    


    THE
      PROMOTERS

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    SHARE
      SUBSCRIPTION AGREEMENT

    


    THIS
      SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as on
      this 16th day of September 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
“Investor”, 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

    


    TECHNI
      BHARATHI LIMITED, a company incorporated under the Indian Companies
      Act, 1956, having its registered office at By pass road, Edappally, Kochi – 682
      024, India (hereinafter referred to as "Company" which
      expression shall, unless repugnant to the context or meaning thereof, be deemed
      to mean and include its successors) of the SECOND
      PART;

    


    AND

    


    THE
      PERSONS whose names and addresses are set out in Schedule
      1 hereto (hereinafter referred to as "Promoters",
      which expression shall, unless repugnant to the context or meaning thereof,
      be
      deemed to mean and include their heirs, legal representatives, executors, and
      administrators) of the THIRDPART.

    


    WHEREAS:

    


    
      	
              A.  

            	
              The
                Company is a public limited company inter alia engaged in the
                business of infrastructure development specialising in construction
                of
                roads over the last two decades (the
                “Business”);

            


    

    


    
      	
              B.  

            	
              The
                Investor is currently engaged in making investments in India especially
                in
                sectors such as power, infrastructure, etc. and wishes to make a
                foray
                into the Business;

            


    

    


    
      	
              C.  

            	
              The
                Company has, at the date of this Agreement, an authorised share capital
                of
                INR 15,00,00,000 consisting of 80,00,000 equity
                shares of par value INR 10 each and 70,00,000 15%
                redeemable preference shares of par value  INR 10 each. As of
                date 4287500 Equity Shares have been issued and are held by the persons
                in
                the number as set out in Schedule 2 A and 5,000,000
                convertible preference shares have been issued (“Sale
                Shares”);

            


    

    


    
      	
              D.  

            	
              The
                Promoters have requested the Investor and the Investor proposes to
                invest
                in the Company in accordance with the terms and subject to the conditions
                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)  

            	
              'Act'
                shall mean the Indian Companies Act, 1956 and any amendment thereto
                or any
                other succeeding enactment for the time being in
                force.

            


    

    


    
      	
              (b)  

            	
              ‘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
                or (iii)
                power to direct the management or policies of such entity by contract
                or
                otherwise. The term ‘Affiliate’, when used in respect of an individual
                party mean such party’s Relative as defined in section 6 of the
                Act.

            


    

    


    
      	
              (c)  

            	
              'Agreement'
                shall mean this Share Subscription 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 Annexes, Appendices and Schedules
                attached hereto.

            


    

    


    
      	
              (d)  

            	
              ‘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.

            


    

    


    
      	
              (e)  

            	
              ‘Articles’
                means the Articles of Association of the Company to be duly amended
                to
                reflect the terms of the Shareholders Agreement (as from time to
                time
                amended, modified or supplemented in accordance with the provisions
                thereof) to the extent permitted under
                law.

            


    

    


    
      	
              (f)  

            	
              'Authorised
                Dealer' shall mean the banker of the
                Company.

            


    

    


    
      	
              (g)  

            	
              'Board'
                shall mean the board of directors of the
                Company.

            


    

    


    
      	
              (h)  

            	
              ‘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.

            


    

    


    
      	
              (i)  

            	
              'Completion'
                shall mean completion of the events specified in
                Clause4.3 below and the Investor being
                registered as a member in respect of the Subscription Shares in the
                register of members of Company.

            


    

    


    
      	
              (j)  

            	
              ‘Completion
                Date' shall mean date mentioned in
                Clause4.3
                hereof.

            


    

    


    
      	
              (k)  

            	
              ‘CPS’
                means 1,25,00,000 compulsorily convertible preference shares of the
                face
                value of INR 10 each with the terms and conditions as listed in
                Schedule 5 hereto proposed to be issued by the Company to
                the Investor pursuant to the terms of this
                Agreement.

            


    

    


    
      	
              (l)  

            	
              ‘CPS
                Consideration’ means INR 125000000 to be paid by the Investor to
                the Company for the CPS.

            


    

    


    
      	
              (m)  

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

            


    

    


    
      	
              (n)  

            	
              ‘Derivative
                Securities’ means any subscriptions, options, debentures, bonds,
                conversion rights, warrants, or similar agreements, Securities or
                commitments of any kind obligating the Company to issue, grant, deliver
                or
                sell, or cause to be issued, granted, delivered or sold (i) any shares
                in
                the share capital or any derivative securities of the Company; (ii)
                any
                securities convertible into or exchangeable for any shares in the
                share
                capital of the Company; (iii) any obligations measured by the price
                or
                value of the shares in the share capital of the Company; or (iv)
                any
                rights to participate in the equity or income of the Company or to
                participate in or direct the election of any directors or officers
                of the
                Company.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (o)  

            	
              '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.

            


    

    


    
      	
              (p)  

            	
              ‘INR’
                means the lawful currency of India.

            


    

    


    
      	
              (q)  

            	
              ‘Intellectual
                Property’ shall mean all forms of intellectual property rights
                subsisting under any law or equity and all analogous rights subsisting
                under the laws of all jurisdictions and shall include any product
                or
                process of the human intellect whether registrable as patents, trade
                marks, copyrights, designs or otherwise such as an invention, or
                derivative works of the same expression or literary creation, unique
                name,
                trade secret, business method, database, industrial process, computer
                program, source code, process, presentation,
                etc.

            


    

    


    
      	
              (r)  

            	
              ‘Investor
                Shares’ mean 7,15,00,000 Equity Shares proposed to be issued by
                the Company to the Investor at the Issue
                Price.

            


    

    


    
      	
              (s)  

            	
              ‘Investor
                Consideration’ means INR 275000000 to be paid by the Investor to
                the Company for the Investor
                Shares.

            


    

    


    
      	
              (t)  

            	
              ‘Issue
                Price’ means the price of Rs. 38.46 per Investor
                Share.

            


    

    


    
      	
              (u)  

            	
              ‘Liabilities’
                means any and all contingent, current, deferred or long-term liabilities,
                obligations, payables, forms of taxation whether of India or elsewhere
                in
                the world, past, present and deferred (including, without limitation,
                income tax, stamp duty, customs and other import or export duties)
                and all
                other statutory or governmental impositions, duties and levies and
                all
                penalties, charges, costs and interest relating to any
                Claim.

            


    

    


    
      	
              (v)  

            	
              ‘Memorandum’
                means the Memorandum of Association of the
                Company.

            


    

    


    
      	
              (w)  

            	
              'Party'
                shall mean the Investor, the Promoters or the Company referred to
                individually and 'Parties' shall mean the Investor, the
                Promoters and the Company referred to
                collectively.

            


    

    


    
      	
              (x)  

            	
              '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.

            


    

    


    
      	
              (y)  

            	
              'Representations
                and Warranties' shall mean the representations and warranties
                given by the Company and/or the Promoters in this Agreement, in particular
                Clause 5 hereto.

            


    

    


    
      	
              (z)  

            	
              ‘Securities’
                means, with respect to any person, such person's equity capital,
                registered capital, joint venture or other ownership interests (including,
                without limitation, in the case of the Company, shares) or any options,
                warrants, loans or other securities that are directly or indirectly
                convertible into, at or exercisable or exchangeable for, at the sole
                option of such person, such equity capital, registered capital, joint
                venture or other ownership interests (whether or not such Derivative
                Securities are issued by such
                person).

            


    

    


    
      	
              (aa)  

            	
              'Shares'
                shall mean the equity shares or preference shares of the
                Company.

            


    

    


    
      	
              (bb)  

            	
              'Shareholder'
                or 'Shareholders' shall mean any Person who holds any
                Shares.

            


    

    


    
      	
              (cc)  

            	
              ‘Shareholders
                Agreement’ means the agreement of even date entered into between
                the Promoters, the Company, the Investor in relation to the management
                and
                governance of the Company on the terms and conditions mentioned
                therein.

            


    

    


    
      	
              (dd)  

            	
              ‘Subscription
                Price’ means an aggregate of the Investor Consideration and the
                CPS Consideration.

            


    

    


    
      	
              (ee)  

            	
              ‘Subscription
                Shares’ means an aggregate of the Investor Shares and the
                CPS.

            


    

    


    
      	
              (ff)  

            	
              ‘Tax’
                or collectively ‘Taxes’ shall mean (i) any and all taxes
                imposed by any governmental body, assessments and other governmental
                charges, duties, impositions and liabilities, including sales tax,
                excise
                duties, service tax, wealth tax, dividend tax, value added tax, other
                taxes based upon or measured by gross receipts, income, profits,
                use and
                occupation, ad valorem, transfer, franchise, withholding, payroll,
                employment and property taxes, together with all interest, penalties
                and
                additions imposed with respect to such amounts; (ii) any liability
                for the
                payment of any amounts of the type described in clause (i) as a result
                of
                being or ceasing to be a member of an affiliated, consolidated, combined
                or unitary group for any period; and (iii) any liability for the
                payment
                of any amounts of the type described in clause (i) or (ii) as a result
                of
                any express or implied obligation to indemnify any other Person or
                as a
                result of any obligations under any agreements or arrangements with
                any
                other Person with respect to such amounts and including any liability
                for
                taxes of a predecessor entity or a
                transferor.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (gg)  

            	
              ‘Transaction
                Documents’ shall mean any and all deeds, documents; letters
                executed or proposed to be executed between the Parties to achieve
                Completion, including this Agreement and the Shareholders
                Agreement.

            


    

    


    
      	
              (hh)  

            	
              ‘Warrantors’
                means the Company and the Promoters and ‘Warrantor’ means
                any one of them.

            


    

    


    
      	
              1.2  

            	
              Other
                Defined Terms:

            


    

    


    
      	
              (i)  

            	
              ‘Business
                Days’ means the days on which the banks are open for business
                in
                Mumbai, India.

            


    

    


    
      	
              (ii)  

            	
              ‘Dispute’
                shall have the meaning as ascribed to it in Clause 10.1
                of this Agreement.

            


    

    


    
      	
              (iii)  

            	
              ‘Losses’
                shall have the meaning as ascribed to it in Clause 6.1 of
                this Agreement.

            


    

    


    
      	
              1.3  

            	
              Interpretation

            


    

     

    
      	
              1.3.1  

            	
              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.

            


    

     

    
      	
              1.3.2  

            	
              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.

            


    

    


    
      	
              1.3.3  

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

            


    

    


    
      	
              1.3.4  

            	
              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.

            


    

    


    
      	
              1.3.5  

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

            


    

    


    
      	
              1.3.6  

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

            


    

    


    
      	
              1.3.7  

            	
              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.

            


    

    


    
      	
              1.3.8  

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

            


    

    


    
      	
              1.3.9  

            	
              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.

            


    

    


    
      	
              1.3.10  

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

            


    

    


    
      	
              1.5.11  

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

            


    

    


    
      	
              1.5.12  

            	
              The
                rule of construction, if any, that a contract should be interpreted
                against the Party responsible for the drafting and preparation thereof,
                shall not apply to this Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.  

            	
              SUBSCRIPTION
                ON COMPLETION DATE

            


    

    


          
      2A.  SUBSCRIPTION ON COMPLETION DATE

    


    
      	
              2.1  

            	
              Subject
                to the terms of this Agreement, and relying on the Representations
                and
                Warranties and the indemnities given by the Promoters and the Company
                under this Agreement, the Investor agrees on the Completion Date
                to
                subscribe for and the Company agrees to issue and allot to the Investor
                the Subscription Shares in consideration of the Subscription
                Price.

            


    

    


    
      	
              2.2
                 

            	
              The
                Subscription Shares shall be issued free from all Encumbrances and
                together with all rights, title and interests now or hereafter attaching
                thereto. The Subscription Shares shall in accordance with Applicable
                Laws
                and as the context may require, rank pari passu with all the
                existing Shares of the Company.

            


    

    


    
      	
              3.  

            	
              CONDITIONS
                PRECEDENT

               

            


    

    
      	
              3.1  

            	
              The
                Parties agree that the obligation of the Investor to subscribe to
                the
                Subscription Shares in the manner provided herein, is conditional
                upon (i)
                the fulfilment of the following conditions to the satisfaction of
                the
                Investor, unless specifically waived in writing by the Investor;
                and (ii)
                only if all the Representations and Warranties continue to be true
                and
                correct on the Completion Date:

            


    

     

    
      	
              3.1.1  

            	
              The
                passing by the Board, in accordance with the Act and the Articles,
                of
                resolutions approving, initialling and
                authorizing:

            


    

     

     

    
      	
               

            	
              a)

            	
              the
                execution of the Transaction Documents and the performance of the
                transactions contemplated therein;

            


    

     

     

    
      	
               

            	
              b)

            	
              the
                draft of the amendments to the Memorandum and Articles of Association
                of
                the Company, to reflect, to the extent permitted by law, the provisions
                of
                the Shareholders Agreement, in the form approved by the Investor,
                subject
                to obtaining approval of the shareholders of the
                Company;

            


    

     

     

    
      	
               

            	
              c)

            	
              the
                issue of the Subscription Shares pursuant to the terms of this
                Agreement;

            


    

     

    


    
      	
               

            	
              d)

            	
              the
                approval of the resignation of Mr. K.V. Thomas, Mr. Jose Thomas and
                Mr. N.
                Sunder from the Board;

            


    

     

    
      	
              3.1.2  

            	
              Execution
                of the Shareholders Agreement;

            


    

     

    
      	
              3.1.3  

            	
              Completion
                of a business, financial, accounting, tax, technical, legal and regulatory
                due diligence on the Company by the Investor and resolution of all
                issues
                arising therefrom to the satisfaction of the Investor on or before
                45
                Business Days from the date of this
                Agreement;

            


    

     

    
      	
              3.1.4  

            	
              A
                resolution being passed at a duly constituted meeting of the board
                of
                directors of Investor and a resolution being passed at duly constituted
                meeting of the shareholders of the Investor, approving the subscription
                to
                the Subscription Shares and the satisfaction of all other conditions
                for
                the Investor to effect a Business Combination as set forth in the
                Investor's Prospectus dated March 3, 2006 as filed with the US Securities
                and Exchange Commission;

            


    

    


    
      	
              3.1.5  

            	
              The
                Promoters obtaining written consents from all banks, financial
                institutions, lenders of the Company and all other third parties
                as may be
                required for change in shareholding of the Company in form and substance
                satisfactory to the Investor;

            


    

    


    
      	
              3.1.6  

            	
              There
                shall not have been any  change, effect or circumstance from the
                date hereof to the Completion Date, which has or may reasonably be
                expected to have an adverse effect on the Company, the Company’s
                prospects/profits/profitability/financial position/ financial condition/
                operations/businesses/ assets and/or the
                Business;

            


    

    


    
      	
              3.1.7  

            	
              Providing
                details of the bank account of the Company maintained with the Authorised
                Dealer to the Investor for the purpose of receiving the Subscription
                Price
                under this Agreement;

            


    

    


    
      	
              3.1.8  
                

            	
              The
                Parties obtaining all statutory consents and approvals required or
                desirable under any and all applicable laws and regulations (i) for
                the
                subscription, issue and allotment of the Subscription Shares pursuant
                to
                the terms of this Agreement; and (ii) to give effect to the transactions
                contemplated herein and under the Transaction Documents having been
                obtained and remaining in full force and
                effect;

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.1.9
                  

            	
              Each
                of the Promoters delivering to the Investor a no-objection certificate
                in
                the form contained in Schedule 4 hereto and a no-objection certificate
                from the Company in the form contained in Schedule 4A
                hereto;

            


    

    


    
      	
              3.1.10  

            	
              Investor
                receiving from the Promoters and the Company three year financial
                statements for the period ended March 31, 2007, March 31, 2006 and
                March
                31, 2005 converted into US GAAP and audited by a Public Company Accounting
                Oversight Board (www.pcaob.com) and unaudited US GAAP financial statements
                for the period commencing April 1, 2007 and ending September 30,
                2007 or
                as of such later period, which shall not be earlier than 7 days prior
                to
                the Completion Date;

            


    

    


    
      	
              3.1.11  

            	
              The
                purchase of the Sale Shares by the Investor and the incorporation
                of the
                name of the Investor in the register of members in respect to the
                Sale
                Shares.

            


    

    


    
      	
              3.2  

            	
              Upon
                fulfilment of the Conditions Precedent, the Promoters and the Company
                shall notify the Investor of the same in
                writing.

            


    

    


    
      	
              3.3  

            	
              If
                the Conditions Precedent mentioned in Clause 3.1.3 above
                is not fulfilled or satisfied to the satisfaction of the Investor
                or
                waived in writing by the Investor within 45 days of the date of this
                Agreement or such other date as may be mutually agreed between the
                Parties
                in writing, the Investor shall have the right to terminate this Agreement
                forthwith. The termination of this Agreement shall not in any way
                affect
                or prejudice any right accrued to any Party against the other prior
                to
                such termination. The Promoters however hereby confirm, undertake
                and
                agree, that they shall cause the Company to provide to the Investor
                and/or
                its advisors, all relevant information relating to the Company, including
                accounting, financial, tax, marketing, technical, human resources
                and
                legal information, whether or not requested by the Investor and/or
                its
                advisors, latest by the completion of 45 days from the date of this
                Agreement. The Promoters acknowledge and confirm that the Investor
                and/or
                its advisors shall be entitled to request for any information that
                they
                deem necessary and material in relation to the Company for the purpose
                of
                conducting the due diligence exercise. The Promoters shall provide
                full
                and complete access to the Investor and/or its advisors to all of
                the
                records, facilities, employees, suppliers and customers of the Company,
                along with answers and clarifications to questions raised by the
                Investor
                and/or its advisors and will cooperate fully with them in the completion
                of the due diligence exercise. The Parties acknowledge and confirm
                that
                the quantum and payment of the Subscription Price for the Subscription
                Shares shall be subject to the satisfactory results of the due diligence
                exercise to be conducted by the Investor, at the sole satisfaction
                of the
                Investor and in the event, the Investor is not satisfied with the
                results
                of the due diligence exercise conducted by the Investor but has waived
                the
                requirement of the Condition Precedent mentioned in Clause 3.1.3
                above, the Parties shall mutually agree on a revised Subscription
                Price.

            


    

    


    
      	
              3.4  

            	
              The
                Promoters and the Company undertake to use all best efforts to ensure
                that
                all the Conditions Precedent are satisfied as soon as possible and
                the
                Condition Precedent as mentioned in Clause 3.1.3 is
                satisfied no later than the date mentioned in Clause 3.3
                above.

            


    

    


    
      	
              3.5  

            	
              The
                Promoters and the Company shall co-operate and provide all information
                and
                reasonable assistance to the Investor and/or its advisors and authorised
                representatives to enable them to verify the records/documents of
                the
                Company.

            


    

    


    
      	
              4.  

            	
              COMPLETION

            


    

    


    
      	
              4.1  

            	
              The
                Promoters and the Company shall notify the Investor of the fulfilment
                of
                the Conditions Precedent and provide to the Investor, all the requisite
                documents evidencing fulfilment of such Conditions Precedent applicable
                to
                the Promoters and/or the Company. The Investor through its
                advisors/counsel shall then satisfy itself as to the fulfilment of
                the
                Conditions Precedent. The Investor shall notify the Promoters and
                the
                Company within 7 days from the date of receipt of all the
                documents/information from the Promoters of its satisfaction or
                dissatisfaction with the same or of waiving the fulfilment of any
                of the
                Conditions Precedent applicable to the Promoters and/or
                Company.

            


    

    


    
      	
              4.2  

            	
              In
                case the Investor notifies the Promoters or the Company of its
                dissatisfaction under Clause 4.1 above, the Promoters
                shall fulfil the unfulfilled Conditions Precedent within 7 days of
                receipt
                of such notice and shall provide to the Investor, all requisite documents
                evidencing fulfilment of that Condition Precedent. Subject to Clause
                3.3
                above, the procedure referred to in Clause 4.1 above
                shall be followed thereafter until the fulfilment of all Conditions
                Precedent applicable to the Promoters and/or Company, to the satisfaction
                of the Investor.

            


    

    


    
      	
              4.3  

            	
              Upon
                fulfilment of all the Conditions Precedent to the satisfaction of
                the
                Investor or if specifically waived in writing by the Investor, the
                Parties
                shall proceed to complete the issue of the Subscription Shares to
                the
                Investor  (‘Completion’) in the manner provided
                in this Clause. Such Completion shall take place on a date set by
                the
                Investor (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 Investor. This date may however be extended
                upon
                mutual agreement between the
                Parties.

            


    

    


    
      	
              4.4  

            	
              The
                Completion shall take place at the office of Economic Laws Practice,
                1502
                Dalamal Towers, Nariman Point, Mumbai -
                400021.

            


    

     

    
      	
              4.5  

            	
              On
                the Completion Date, the Company shall deliver or cause to be delivered
                to
                the Investor:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              a)

            	
              certified
                true copies of the Board Resolutions referred to in clause
                3.1.1;

            


    

     

    
      	
               

            	
              b)

            	
              written
                confirmation from the Company and each of the Promoters that as at
                the
                Completion Date:

            


    

     

    
      	
              •    

            	
              no
                change, effect or circumstance has occurred, which has or may reasonably
                be expected to have an adverse effect on the Company, the Company’s
                prospects/profits/profitability/financial position/ financial condition/
                operations/businesses/ assets and/or the operations/businesses and/or
                the
                Business; and

            


    

     

    
      	
              •    

            	
              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;

            


    

     

    
      	
               

            	
              c)

            	
              the
                no-objection certificates referred to in clause
                3.1.9.

            


    

     

    
      	
              4.6  

            	
              Immediately
                thereafter, a meeting of the Board shall be held at which, the Board
                shall
                pass resolutions:

            


    

     

    
      	
               

            	
              (i)

            	
              approving
                the allotment of the Subscription Shares to the Investor with the
                corresponding certificates;

            


    

     

     

    
      	
               

            	
              (ii)

            	
              approving
                the appointment of the directors, as specified by the Investor on
                the
                Board; and

            


    

     

    
      	
               

            	
              (iii)

            	
              convening
                an extra-ordinary general meeting of the Company in accordance with
                the
                Articles of the Company to amend the Memorandum and Articles of the
                Company to incorporate the provisions of the Shareholders Agreement
                in the
                form approved by the Board under Clause 3.1.1(b) above and to approve
                the
                issue of the Subscription Shares to the Investor pursuant to section
                81(1A) of the Act.

            


    

     

    
      	
              4.7  

            	
              Immediately
                thereafter, a meeting of the shareholders shall be held at short
                notice,
                at which the following resolutions shall be
                passed:

            


    

     

    (i)           approving
      the allotment of the Subscription Shares to the Investor;

     

    
      	
               

            	
              (ii)

            	
              approving
                the amendments to the Memorandum and Articles of Association in the
                form
                approved by the Board under Clause
                3.1.1(b).

            


    

     

    
      	
              4.8  

            	
              Immediately
                thereafter the Company shall (i) issue and deliver to the authorised
                representative of the Investor the original certificates duly stamped,
                signed and sealed for the Subscription Shares subscribed to by the
                Investor; and (ii) incorporate the name of the Investor as the legal
                and
                beneficial owner of the Subscription Shares in the register of members
                of
                the Company.

            


    

     

    
      	
              4.9  

            	
              Notwithstanding
                the above, on the Completion Date the Investor shall also have a
                right to
                review the books and accounts of the Company to verify to the satisfaction
                of the Investor, that no event has occurred which has or may have
                an  adverse effect on the Business, operations, financial
                condition or prospects of the Business. In the event, the Investor
                is not
                satisfied with the results of its review; the Investor shall have
                the
                right to terminate this Agreement forthwith. The termination of this
                Agreement shall not in any way affect or prejudice any right accrued
                to
                any Party against the other prior to such
                termination.

            


    

     

    
      	
              4.10  

            	
              On
                the Completion Date the Investor
                shall:

            


    

     

    
      	
               

            	
              a)

            	
              deliver
                an application in writing for the Subscription Shares to be subscribed
                by
                them on the Completion Date; and

            


    

     

    
      	
               

            	
              b)

            	
              pay
                to the Company the Subscription Price by way of telegraphic
                transfer.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.11  

            	
              Immediately
                after subscription to the Subscription Shares by the Investor, the
                equity
                shareholding of the Company shall be as set out in Schedule
                2B.

            


    

    


    
      	
              4.12  

            	
              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 day.

            


    

    


    
      	
              4.13  

            	
              Notwithstanding
                the provisions of Clause 4.12 hereto, all proceedings to
                be taken and all documents to be executed and delivered by the Parties
                at
                Completion shall be deemed to have been taken and executed simultaneously
                to the extent possible and no proceedings shall be deemed to have
                been
                taken nor documents executed or delivered until all have been taken,
                executed and delivered.

            


    

    


    
      	
              4.14  
                

            	
              Immediately
                after the Board meetings of the Company and passing of the resolutions
                mentioned above, the Parties shall ensure that the Company shall
                record
                the necessary entries in its registers and carry out all the actions
                that
                have been resolved to be carried out in order to effectively achieve
                Completion.

            


    

    


    
      	
              4.15  
                

            	
              The
                Company shall ensure that within 30 days from the Completion Date,
                the
                relevant forms of the Company are filed with the concerned regulatory
                authorities including the Registrar of Companies, Reserve Bank of
                India,
                etc. in accordance with the provisions of Applicable
                Law

            


    

    


    
      	
              4.16  
                

            	
              Investor’s
                Remedy

            


    

    


    
      	
              4.16.1   

            	
              If
                after having received the Subscription Price from the Investor pursuant
                to
                Clause 4.10 above, the provisions of this Clause 4 are not complied
                with
                by the Company and/or the Promoters on the Completion Date, the Investor
                shall have the right to obligate the Company and/or the Promoters
                and if
                so required, by the Investor, the Company and/or the Promoters shall
                forthwith refund to the Investor the Subscription Price received
                from the
                Investor pursuant to Clause 4.10 above together with interest thereon
                calculated at the rate of the then applicable State Bank of India
                prime
                lending rate (“SBI PLR”) plus 10% from the date the Investor paid the
                Subscription Price to the date of actual refund by the Company with
                interest (“Liquidated Damages”). The Parties agree and acknowledge that
                the Liquidated Damages is a genuine pre estimate of the loss that
                may be
                suffered by the Investor as a result of non-compliance by the Company
                and/
                or the Promoters of the obligations specified in this
                Agreement.

            


    

    


    
      	
                 
                4.16.2     

            	
              The
                Parties agree and acknowledge that this obligation of the Company
                to
                refund the Subscription Price to the Investor shall be without prejudice
                to any other right, which the Investor may have under this Agreement
                and
                in law or in equity.

            


    

    


    5.           REPRESENTATIONS
      AND WARRANTIES

     

    
      	
              5.1   
                

            	
              True
                and Accurate:  The Warrantors represent, warrant and
                undertake to the Investor, that each of the statements set out in
                this
                Clause and Schedule 3 hereof, as applicable to the Warrantors, is
                now and
                will be true and accurate at the Completion Date. The Warrantors
                acknowledge that the Investor, 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. 

            


    

     

    
      	
              5.2   
                

            	
              Investor
                Representation:The Investor hereby represents and warrants that it has
                the corporate power and authority to execute, deliver and perform
                this
                Agreement and the Transaction Documents and the transactions contemplated
                herein. The execution, delivery and performance by Investor of the
                Transaction Documents have 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   
                

            	
              Knowledge:
                If any Representation or Warranty is qualified by knowledge, then
                it means
                that the Representation or Warranty has been made to the best knowledge
                of
                the Warrantors, after the Warrantors have made and caused to be made
                such
                due and proper inquiries as may be required in respect of the relevant
                matter to obtain informed
                knowledge.

            


    

     

     

    
      	
              5.5   
                

            	
              Undertaking:  None
                of the Warrantors shall 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:  Each of the Warrantors hereby agree to disclose
                promptly to the Investor 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:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              5.6.1

            	
              would
                render any of the Representations and Warranties to be inaccurate;
                or

            


    

     

    
      	
               

            	
              5.6.2

            	
              has,
                or is likely to have, an  adverse effect on the financial
                position/prospects/profits/profitability/financial condition/
                operations/businesses/ assets and/or the Business of the
                Company.

            


    

     

    
      	
              5.7  
                

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

            


    

     

    
      	
              5.8  
                

            	
              The
                Company and the Promoter hereby agree and acknowledge that the Investor
                has agreed to subscribe to the Subscription Shares inter alia
                relying upon the Representations and
                Warranties.

            


    

    


    6.           INDEMNITY

    


    
      	
              6.1  
                

            	
              Without
                prejudice to any other right available to the Investor in law or
                under
                equity, the Promoters shall jointly and severally indemnify, defend
                and
                hold harmless the Investor, their Affiliates, directors, advisors,
                officers, employees and agents, or, if so desired by the Investor,
                the
                Promoters shall indemnify the Company, 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 Promoters or Company contained in this Agreement
                or
                any document or other papers delivered by any of them to the Investor
                in
                connection with or pursuant to this
                Agreement;

            


    

    


    
      	
              ii.  

            	
              any
                liability arising out of non compliance of any obligation undertaken
                by
                the Company or the Promoters;

            


    

    


    
      	
              iii.  

            	
              any
                liabilities and obligations of whatever nature relating to any litigation,
                Claim or governmental investigation pending or relating to the Business
                or
                operations of the Promoters or the Business of the Company prior
                to the
                date of execution of this Agreement and as on the Completion
                Date;

            


    

    


    
      	
              iv.  

            	
              any
                liability due to any non-compliance of any applicable law, rules
                or
                regulations prior to the date of execution of this Agreement and
                as on the
                Completion Date.

            


    

    


    
      	
              6.2   
                

            	
              Any
                compensation or indemnity as referred to in Clause 6.1 above shall
                be such
                as to place the Investor 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 Investor is to be indemnified, had been
                correct.

            


    

    


    7.           ACCESS
      TO BOOKS AND RECORDS

    


    
      	
              7.1  
                

            	
              The
                Investor and/or the Promoters and their designated officers, employees,
                accountants and attorneys shall have the right, at any time and from
                time
                to time during normal business hours and upon notice which may be
                of at
                least 3 (three) days, to carry out inspection of documents, records,
                premises and all other properties of the Company at their own cost
                as long
                as they hold any Shares in the
                Company.

            


    

    


    
      	
              7.2  
                

            	
              The
                Investor and their designated officers, employees, accountants and
                attorneys shall have the right to consult with the officers, employees,
                accountants and attorneys of the Company for the purpose of affording
                the
                Investor full opportunity to make such investigation as it may desire
                and
                to collect such information, data, documents, evidence as may be
                required
                for the purpose of and in the course of such inspection in connection
                therewith. Such investigations and/or audit, however, shall not affect
                the
                Representations and Warranties made by the Promoters or the
                Company.

            


    

    


    
      	
              8.

            	
              INTERIM
                MANAGEMENT AND ACCESS

            


    

    


    
      	
              8.1  
                

            	
              During
                the period beginning from the execution of this Agreement and continuing
                until the Completion Date, the Company shall, and the Promoters shall
                cause the Company to carry on its Business in the usual, regular
                and
                ordinary course in substantially the same manner as heretofore conducted,
                to pay its debts and Taxes when due, to pay or perform other obligations
                when due, and, to the extent consistent with such businesses, to
                use its
                best efforts consistent with past practice and policies to preserve
                intact
                their present business organizations, keep available the services
                of their
                present officers and employees and preserve their relationships with
                customers, suppliers, distributors, licensors, licensees and others
                having
                business dealings with them, all with the goal of preserving their
                goodwill and ongoing businesses at the Completion
                Date.

            


    

    


    
      	
              8.2  
                

            	
              The
                Promoters shall cause the Company to provide the Investor and its
                officers, agents, advisors, consultants and other representatives
                reasonable access to (i) all of the properties, books, contracts,
                commitments and records of the Company, (ii) all other information
                concerning the Business, properties and personnel (subject to restrictions
                imposed by Applicable Law) of the Company as the Investor may request,
                and
                (iii) all employees of the Company. The Promoters shall cause the
                Company
                to provide such information within 5 days of making a request for
                the
                same.

            


    

    


    
      	
              8.3  
                

            	
              During
                the period beginning from the execution of this Agreement and continuing
                until the Completion Date the Company and/or the
                Promoters  (including their respective Affiliates,
                representatives and/or advisors) shall not, without the prior written
                consent of the Investor:

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)  
                

            	
              solicit,
                encourage, entertain, initiate or participate in any inquiry, negotiations
                or discussions or disclose any information pertaining to the Company
                or
                enter into any agreement with respect to any offer or proposal to,
                acquire
                or merge or restructure (including through business transfer, asset
                transfer, amalgamation, demerger, hiving off or in any other manner
                whatsoever) or dispose off, alienate or Encumber any assets or business
                of
                the Company or parts thereof (an  ‘Acquisition
                Proposal’);

            


    

    


    
      	
              (ii)

            	
              assist
                or cooperate with any Person to make any Acquisition Proposal;
                or

            


    

    


    
      	
              (iii)

            	
              solicit,
                negotiate or enter into any agreement with any Person with respect
                to an
                Acquisition Proposal;

            


    

    


    
      	
              (iv)

            	
              In
                the event the Company or the Promoters receive, prior to the Completion
                Date, any Acquisition Proposal, the Company or the Promoters receiving
                such Acquisition Proposal shall immediately suspend any discussions
                with
                such offeror or party with regard to such Acquisition Proposal and
                immediately inform the Investor as to any such Acquisition Proposal,
                including information as to the principal terms of such Acquisition
                Proposal or request, as the case may be, and any other information
                that
                the Investor may request;

            


    

    


    
      	
              (v)

            	
              sell,
                license or transfer to any Person any rights to any Intellectual
                Property
                or enter into any agreement with respect to Intellectual Property
                with any
                Person;

            


    

    


    
      	
              (vi)

            	
              amend
                or change its Articles of Association and/or Memorandum of Association
                in
                any manner whatsoever;

            


    

    


    
      	
              (vii)

            	
              adopt
                or change accounting methods or practices other than as required
                by the
                Indian GAAP or revalue any of its assets, including writing down
                value of
                inventory or writing off notes or accounts
                receivable;

            


    

    


    
      	
              (viii)

            	
              issue,
                sell, or grant, contract to issue, sell or grant, or authorize the
                issuance, delivery, sale or purchase of any Securities of the Company
                or
                any other securities, including securities convertible into, or
                exercisable or exchangeable for Shares in the
                Company;

            


    

    


    
      	
              (ix)

            	
              declare,
                set aside or pay any dividends on or make any other distributions
                (whether
                in cash, stock or property) in respect of any shares of the Company,
                or
                split, combine or reclassify any shares of the Company, or issue
                or
                authorize the issuance of any other securities in respect of, in
                lieu of
                or in substitution for shares of the Company or repurchase, redeem,
                or
                otherwise acquire, directly or indirectly, any shares of the Company
                (or
                options, warrants or other rights convertible into, exercisable or
                exchangeable therefore);

            


    

    


    
      	
              (x)

            	
              grant
                any severance or termination, pay (cash, equity or otherwise) to
                any
                director or officer or to any employee of the Company, or increase
                (by way
                of cash, equity or otherwise) the salary or other compensation payable
                or
                to become payable by the Company to any of their officers, directors,
                employees or advisors, or declare, pay or make any commitment or
                obligation of any kind for the payment (in the form of cash, equity
                or
                otherwise) by the Company of a bonus or other additional salary or
                compensation to any such Person, or adopt or amend any employee benefit
                plan (except as necessary to comply with applicable law) or enter
                into any
                agreement with any Person which guarantees employment with the Company
                for
                a specific period of time or enter into any settlement or compromise
                agreement with any employees of the
                Company;

            


    

    


    
      	
              (xi)

            	
              waive
                any share repurchase rights, accelerate, amend or change the period
                of
                exercisability of options or restricted shares, or reprice options
                granted
                to any employee, consultant, director or other stock plans or authorize
                cash payments in exchange for any options granted under any employment
                stock option plans;

            


    

    


    
      	
              (xii)

            	
              sell,
                lease, license, Encumber or otherwise dispose off any of the assets
                or
                properties of the Company;

            


    

    


    
      	
              (xiii)

            	
              enter
                into/agree to enter into any new contract not in the ordinary course
                of
                business and/or on terms that are beyond normal and reasonable commercial
                terms including amending or otherwise modifying (or agreeing to do
                so), or
                violating the terms of any of the contracts entered into by the
                Company;

            


    

    


    
      	
              (xiv)

            	
              commence,
                compromise or settle any pending or threatened litigation, debt or
                other
                legal proceedings;

            


    

    


    
      	
              (xv)

            	
              make
                or change any election in respect of Taxes, adopt or change any accounting
                method in respect of Taxes, enter into any closing agreement, settle
                any
                Claim or assessment in respect of Taxes, or consent to any extension
                or
                waiver of the limitation period applicable to any Claim or assessment
                in
                respect of Taxes;

            


    

    


    
      	
              (xvi)

            	
              cause
                any increase in liabilities of the Business including by way of incurring
                any indebtedness in the Business in the form of loans or financial
                assistance from any lending agency or bank or repaying or incurring
                any
                additional indebtedness or making any advance payments other than
                what has
                been contractually agreed upon (upon disclosure and consent to/of
                the
                Investor);

            


    

    


    
      	
              (xvii)

            	
              amending
                any terms of any agreement with any of the
                creditors/debtors;

            


    

    


    
      	
              (xviii)

            	
              enter
                into/agree to enter into any new contract, agreement, arrangement
                with any
                related party of the Company;

            


    

    


    
      	
              (xix)

            	
              undertake
                any expenditure, transaction or commitment  other than in the
                normal course of business; or

            


    

    


    
      	
              (xx)

            	
              take
                or agree in writing or otherwise to take any of the actions described
                in
                the preceding clauses of this Clause 8 or any other
                action that would prevent the Company from performing or cause the
                Company
                not to perform its covenants hereunder or that would prejudice the
                consummation of any of the transactions contemplated in the Transaction
                Documents.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           CO-OPERATION

    


    The
      Parties shall use their reasonable efforts to ensure that the transactions
      contemplated by this Agreement are consummated as per the terms hereof,
      including without limitation, obtaining all approvals from the applicable
      government and/or regulatory authorities and other Persons as may be necessary
      or reasonably requested by Investor in order to consummate the transactions
      contemplated by this Agreement.

    


    10.           RESOLUTION
      OF DISPUTES

    


    
      	
               

            	
              Amicable
                Settlement

            


    

    


    
      	
              10.1

            	
              If
                any dispute arises between Investor and/or the Promoters and/or Company
                during the subsistence of this Agreement or thereafter, in connection
                with
                the validity, interpretation, implementation or alleged breach of
                any
                provision of this Agreement or regarding a question, including the
                question as to whether the termination of this Agreement by one Party
                hereto has been legitimate (“Dispute”), the disputing
                Parties hereto shall endeavour to settle such Dispute amicably. The
                attempt to bring about an amicable settlement shall be considered
                to have
                failed if not resolved within 60 days from the date of the
                Dispute.

            


    

    


    
      	
               

            	
              Conciliation

            


    

    


    
      	
              10.2

            	
              If
                the Parties are unable to amicably settle the Dispute in accordance
                with
                Clause 10.1 within the period specified therein, the
                Parties shall forthwith but not later than 30 days after expiry of
                the
                aforesaid period, refer the Dispute to Mr. Ram Mukunda and Mr. Jortin
                Antony for resolution of the said Dispute. The attempt to bring about
                such
                resolution shall be considered to have failed if not resolved within
                30
                days from the date of receipt of a written notification in this
                regard.

            


    

    


    
      	
               

            	
              Arbitration

            


    

    


    
      	
              10.3

            	
              If
                the Parties are unable to amicably settle the Dispute in accordance
                with
                Clause 10.2 within the period specified therein, any
                Party to the Dispute shall be entitled to serve a notice invoking
                this
                Clause and making a reference to an arbitration panel of three
                arbitrators. Each party to the dispute shall appoint one arbitrator
                within
                30 days of receipt of the notice of the Party making the reference,
                and
                the two arbitrators, so appointed shall appoint a third
                arbitrator.  The Arbitration proceedings shall be held in
                accordance with the Arbitration and Conciliation Act, 1996. The decision
                of the arbitration panel shall be binding on all the Parties to the
                Dispute.

            


    

    


    10.4         The
      place of the arbitration shall be Mumbai, India.

    


    10.5         The
      arbitration proceedings shall be governed by the laws of India.

    


    10.6       
       The proceedings of arbitration shall be in the English
      language.

    


    
      	
              10.7

            	
              The
                Arbitrator’s award shall be substantiated in writing. The court of
                arbitration shall also decide on the costs of the arbitration proceedings.
                The cost of arbitration shall be borne by the
                Company.

            


    

    


    
      	
              10.8

            	
              The
                award shall be binding on the Parties subject to the Applicable Laws
                in
                force and the award shall be enforceable in any competent court of
                law.

            


    

    


    
      	
              10.9

            	
              The
                Mumbai court (including any appellant court) in India shall have
                exclusive
                jurisdiction.

            


    

    


     11.         NOTICES

    


    
      	
              11.1

            	
              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
      Investor: Ram Mukunda

    Address:         At
      the address mentioned above

    Tel:                   +1
      301 529 4996

    Facsimile:         +
      1 240 465 0273

    


    The
      Company: Techni Bharathi Ltd.

    Address:          As
      mentioned above

    Tel:

    Facsimile:

    


    The
      Promoter:  Jortin Antony

    Address:           As
      mentioned in Schedule 1 hereto

    Tel:

    Facsimile:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2

            	
              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.

            


    

    


    
      	
              11.3

            	
              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.

            


    

    


    12.           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.

    


    13.           CONFIDENTIALITY

     

    
      	
              13.1

            	
              The
                Parties recognise that each of them will be given and have access
                to
                confidential and proprietary information of the other Parties. The
                Parties
                undertake not to use any of such confidential information for their
                own
                corporate purposes without the prior written consent of the Party
                owning
                such information and shall keep confidential and not to disclose
                to any
                third party any of the other Parties’ confidential and proprietary
                information for a period of one year from the date hereof. The Parties
                shall also cause their respective directors, employees, officers
                and any
                other persons to whom the above mentioned information is disclosed
                to
                execute a letter of confidentiality to the effect provided in this
                Clause.
                The obligations of confidentiality shall not apply to any information
                that:

            


    

     

    (a)           was
      developed independently by the Parties;

     

    
      	
               

            	
              (b)

            	
              was
                known to the Party prior to its disclosure by the disclosing
                Party;

            


    

     

    
      	
               

            	
              (c)

            	
              has
                become generally available to the public (other than by virtue of
                its
                disclosure by the receiving Party);

            


    

     

    
      	
               

            	
              (d)

            	
              may
                be required in any report or statement that is required to be submitted
                by
                the Company to any governmental or regulatory
                body;

            


    

     

    
      	
               

            	
              (e)

            	
              may
                be required in response to any summons or subpoena or in connection
                with
                any litigation; or

            


    

     

    
      	
               

            	
              (f)

            	
              was
                approved by both the Parties (for the avoidance of doubt, disclosure
                to
                the Affiliates of the Investor shall be
                permitted);

            


    

     

    
      	
               

            	
              (g)

            	
              is
                required by a regulatory authority or the regulations of any recognized
                stock exchange including the reporting requirements of the Investor
                to
                SEC;

            


    

     

    
      	
               

            	
              (h)

            	
              is
                reasonably required for disclosure to professional advisers of the
                Party,
                who shall have given undertakings of strict
                confidentiality;

            


    

     

    
      	
               

            	
              (i)

            	
              may
                be required to comply with any law, order, regulation or ruling applicable
                to any Party hereto.

            


    

     

    Provided
      that prior to any disclosure in respect of a request to disclose confidential
      information under subsections (d), (e) (g), (h) and (i), above a Party must
      first notify the Party owning such confidential information, who shall then
      have
      the opportunity to respond to and/or dispute such request. The provisions of
      this Clause shall survive the termination of this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              13.2.

            	
              Upon
                termination of this Agreement, the Parties shall cause the Company
                to
                either (i) return to the Investor and Promoters, as applicable, and
                the
                Parties shall return to each other, all documents and information
                belonging to such Person and all copies thereof in the possession
                or under
                the control of a Party which does not own such property, and all
                confidential information in whatever media; or (ii) destroy all documents
                and information belonging to the other Party and all copies thereof
                in the
                possession or under the control of a Party. Provided that the Investor
                and/or its advisors may retain, in a secure location, copies of such
                documents and records for purposes of defending any legal proceeding
                or as
                is required to be maintained in order to satisfy any law, rule,
                regulation, or accounting or financial reporting standards to which
                the
                Investor may be subject.

            


    

     

    


    
      	
              13.3.

            	
              The
                Parties acknowledge and agree that the covenants and obligations
                with
                respect to confidentiality set forth in this Clause relate to special,
                unique and extraordinary matters, and that a violation of any of
                the terms
                of such covenants and obligations will cause the Company and the
                owner of
                such property irreparable injury for which adequate remedies are
                not
                available at law. Therefore, the Parties agree that the Party entitled
                to
                enforce the covenants set forth above, shall be entitled to an injunction,
                restraining order or such other equitable relief as a court of competent
                jurisdiction may deem necessary or appropriate to restrain the other
                Party
                from committing any violation of the covenants and obligations contained
                in this Clause. These injunctive remedies are cumulative and are
                in
                addition to any other rights and remedies the concerned Party may
                have at
                law or in equity.

            


    

    


    
      	
              14.

            	
              AUTHORISED
                PERSON

            


    

    


    For
      the
      purposes of this Agreement, Mr. Jortin Antony shall represent the Promoters.
      Accordingly, all the Promoters hereby authorise Mr. Jortin Antony to represent
      the Promoters and take any decision which may be required to be taken, do all
      acts and execute all documents which are or may be required by the Promoters
      for
      the proper and effective fulfilment of the rights and obligations under this
      Agreement. Any action taken or deed performed or document executed by Mr. Jortin
      Antony shall be deemed to be acts or deeds done or documents executed by all
      the
      Promoters, and shall be binding on all the Promoters.

    


    15.           TERMINATION

    


    
      	
              15.1

            	
              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.

            


    

    


    
      	
              15.2

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

            


    

    


    
      	
              15.3

            	
              This
                Agreement shall stand terminated under Clause 4 if the Completion
                does not
                take place as per Clause 4.3.

            


    

    


    
      	
              15.4

            	
              Effect
                of Termination: Termination of this Agreement under Clauses 15.2
                to 15.3
                shall be without liability of any Party (or any shareholder, director,
                officer, agent, employee, consultant or representative of such Party)
                to
                the other Parties.

            


    

    


    
      	
              15.5

            	
              The
                provisions of Clause 6 (Indemnity), 10 (Arbitration), 11 (Notices),
                and 13
                (Confidentiality) shall survive the termination hereof pursuant to
                Clause
                15.1.

            


    

    


    16           MISCELLANEOUS
      PROVISIONS

    


    16.1         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.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16.2         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.

    


    16.3         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.

    


    16.4       
       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.

    


    16.5         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 Parties, which will not
      be
      unreasonably withheld. Notwithstanding anything stated above, the Investor
      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 other Parties.

    


    16.6         Entire
      Agreement

    


    This
      Agreement constitutes the entire Agreement between the Parties with respect
      to
      the subscription of the Equity 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.

    


    16.7         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.

    


    16.8         Governing
      law

    


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

    


    16.9         Service
      of Process

    


    Subject
      to the provisions of clause 10 of this Agreement, 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.

    


    16.10       Costs

    


    Each
      Party shall bear its own expenses incurred in preparing this Agreement including
      any brokers, finders’ fee, financial advisor’s fees and the expenses incurred by
      its representatives. The Parties agree to equally share in the cost of the
      US
      GAAP audits.

    


    16.11       Force
      Majeure

    


    No
      Party
      shall be liable to the other if, and to the extent, that the performance or
      delay in performance of any of its obligations under this Agreement is
      prevented, restricted, delayed or interfered with due to circumstances beyond
      the reasonable control of such Party, including but not limited to, Government
      legislations, fires, floods, explosions, epidemics, accidents, acts of God,
      wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of
      Government and/or shortages of materials. The Party claiming an event of
force majeure shall promptly notify the other Parties in writing, and
      provide full particulars of the cause or event and the date of first occurrence
      thereof, as soon as possible after the event and also keep the other Parties
      informed of any further developments. The Party so affected shall use its best
      efforts to remove the cause of non-performance, and the Parties shall resume
      performance hereunder with the utmost dispatch when such cause is
      removed.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16.12       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.

    


    16.13       Good
      Faith Negotiations and Further Assurances

     

    
      	
               

            	
              16.13.1
                The Parties agree that if the transactions contemplated in this Agreement
                cannot be completed in the manner set forth herein, then the Parties
                shall
                use reasonable endeavours to enter into other transactions that (a)
                would
                result in a substantially similar outcome and (b) do not prejudice
                any of
                the Parties.  Each of the Parties further agrees that, during
                any such negotiations, it shall refrain from initiating any legal
                actions
                against the other Parties; and

            


    

     

    
      	
               

            	
              16.13.2
                Each Party agrees to perform (or procure the performance of) all
                further
                acts and things, and execute and deliver (or procure the execution
                and
                delivery of) such further documents, as may be required by law or
                as the
                other Parties may reasonably require, whether on or after the date
                of this
                Agreement, to implement and/or give effect to this Agreement and
                the
                transactions contemplated by it and for the purpose of vesting in
                the
                Investor the full benefit of the assets, rights and benefits to be
                transferred to the Investor under this
                Agreement.

            


    

     

    16.14       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 and the Transaction Documents. The
      Investor however is required by the Securities and Exchange Commission
      (‘SEC’) laws in the United States of America to disclose the
      terms of this Agreement and the Transaction Documents, while filing with the
      SEC, which may result into a press release or press exposure or disclosure
      to
      the general public.

    


    16.15       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.

    


    16.16       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.

    


    16.17       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 " Investor "

            	
              )

            
	
              BY
                THE HAND OF MR. RAM MUKUNDA

            	
              )

            
	
              (Authorised
                Signatory)

            	
              )

            
	 	 
	
              ON
                THE 16th  DAY OF SEPTEMBER 2007

            	
              )

            


    

    


    
      	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "TECHNI BHARATHI LTD"

            	
              )

            
	
              BY
                THE HAND OF MR.  JORTIN ANTONY

            	
              )

            
	
              (AUTHORISED
                SIGNATORY) PURSUANT TO THE

            	
              )

            
	
              RESOLUTION
                PASSED BY THE BOARD

            	
              )

            
	
              ON
                THE 16th   DAY OF SEPTEMBER 2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	
              ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "Promoter"

            	
              )

            
	
              Mr.
                JORTIN ANTONY

            	
              )

            
	 	 
	
              ON
                THE 16th  DAY OF SEPTEMBER   2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	
              ADDRESS: