DEVELOPMENT AGREEMENT

THIS JOINT DEVELOPMENT AGREEMENT is made and executed on this

the ___th day of February, 2017 at Bangalore: BY:
Mr. G. DAYANANDA,
S/o. Sri. Gopal,
Aged about 42 Years,
Residing at No. 89/1, 1st Main Road,
Jalahalli Village, Bangalore 560 013.
Hereinafter referred to as the OWNER OF THE FIRST PART;
AND:
Mr.K.R.VIJAYKUMAR RAJU.
S/o. Late Sri K.Raghupathi Raju
Residing at No S/73, 6th main,
Sharadhamba _Nagar, Jalahalli village
Bangalore-560013.
Hereinafter referred to as the DEVELOPER OF THE SECOND PART;
The term and expression (OWNER AND DEVELOPER where ever the context so
requires or admits shall mean and include their respective legal heirs, executors,
administrators, legal representatives and assignees, successors in office etc.)
WHEREAS, the OWNER herein is the absolute owner and in physical possession
of the immovable property bearing Municipal Corporation Nos. 42 & 42/1, Old
No. 119/2, PID No. 1-1-42, situated at 1st Main Road, Jalahalli Village,
Yeshawanthpura Hobli, Bangalore North Taluk, both sites clubbed together is
measuring East To West (120+112)/2 Feet and North To South 45 Feet, totally
measuring 5220 sq. ft, now coming under the Administrative Jurisdiction of
BBMP, H.M.T. Ward No.1, which is more fully described in the SCHEDULE
HEREUNDER and herein after referred to as the SCHEDULE PROPERETY.

WHEREAS, the OWNER herein has acquired right, title and interest in respect of
the Item No. 1 of SCHEDULE PROPERTY by virtue of the Sale Deed dated
01/01/2005, Registered as Document No. 43287/2004-05, of Book-I, stored in
C.D. No. BLND103, Registered in the Office of the Sub-Registrar, Bangalore
North Taluk, executed by SRI. N. Tirumalappa.

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WHEREAS, the OWNER herein has acquired right, title and interest in respect of
the Item No. 2 of SCHEDULE PROPERTY by virtue of the Gift Deed dated
18/03/2016, Registered as Document No. 6703/2015-16, of Book - I, stored in
C.D. No. RJND291, Registered in the Office of the Sub-Registrar, Rajajinagar,
Bangalore, executed by Sri. Gopal & Smt. Lakshmidevamma.
WHEREAS, in the afore mentioned manner the OWNER herein acquired right,
title and interest to an extent of 5220 sq. ft of land in the SCHEDULE PROPERTY.

WHEREAS, after purchase of the SCHEDULE PROPERTY, the OWNER herein

has transferred the Katha in his name from the BBMP and has paid upto date taxes
to the B B M P.

WHEREAS, the Schedule Property is situated in an ideal locality and the First
Party being desirous of developing the same into Multistoried Residential Building
approached the Second Party to develop the same for which offer the Second Party
herein has agreed and has come forward to develop the Schedule Property into
Multistoried Residential Building.

WHEREAS the Second Party has represented that it has the necessary
infrastructure, man power and the financial capability to take up the development
of the Schedule Property and to put up the multi storied building and to complete
the same in the manner and the time lines set out herein ;

WHEREAS based on the mutual representations of the First Party and Second
Party, the First Party has offered to the Second Party who is in the field of real
estate to develop the Schedule Property into Residential Building and based upon
the said offer, the Second Party has agreed to do on the basis of the aforesaid and
on the following specific representations made by the First Party:

a) that the First Party is the sole and absolute owner of the Schedule Property
and his title to the same is good, marketable and subsisting and that none else have
any right, title, interest or share therein and cost of good title shall be that of the
First Party at all times and Schedule Property is free from encumbrances and
claims including all claims by way of sale, exchange, mortgage, gift, inheritance,
trust, possession, easement, lien or otherwise;

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b) the First Party has not entered into any agreement or arrangement for sale or
development of the Schedule Property with anyone and has not executed any
Power/s of Attorney to deal with the same;

c) the Schedule Property is not subject to any attachment by the process of the
courts or in the possession or custody by any Receiver, Judicial or Revenue
Court or any Officer thereof and is not the subject matter of any suit, writ,
execution or other legal proceedings which bars development and sale of the
Schedule Property;

d) the First Party does not have any pending liabilities with income tax or any
other tax which would affect his title to the Schedule Property and/or its
development and/or sale in terms herein;

e) the First Party has not created any charge, mortgage or encumbrances on the
Schedule Property, affecting development and has not alienated, leased transferred
or created any other third party rights of whatsoever nature in respect of the
Schedule Property or any part thereof.

f) the Schedule Property is not a property in respect of which there is a

prohibition regarding sale and/or development and that there is no bar or
prohibition to acquire, hold or to develop or sell Schedule Property;

g) the First Party has paid property taxes, ceases and other statutory charges
with regard to the Schedule Property to the concerned authorities up to date;

h) the First Party will keep the Schedule Property free from all encumbrances,
attachments, court orders, charges, leases, mortgages and other third party claims
during the terms of this Agreement;

i) that no notice from Government or any other local body or authority or

under the Land Acquisition Act or any other Act (Central or State) otherwise or
under any other Legislative Enactment, Government Ordinance Order or
Notification (including any notice for acquisition or requisition of the Schedule
Property) has been received by the First Party to acquire whole or portions of the
Schedule Property;

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j) that the Schedule Property is the personal property of the First Party in
which no other person has any manner of right, title or interest therein and in
case of any claims, the First Party himself will answer such claims and offer
indemnity to the Second Party at all times;

WHEREAS the First Party has made available to the Second Party the photo
copies of documents of title to investigate the title of the Schedule Property and
the Second Party based on the documents made available and the representation of
the First Party have secured an opinion from their advocate as to the marketability
of the Schedule Property and whereas the First Party and the Second Party based
on the said representations of each other, the First Party has agreed to permit the
Second Party to develop the Schedule Property and the Second Party has agreed to
develop the Schedule Property at their cost by undertaking the development in the
Schedule Property and both the parties deem it necessary to reduce into writing the
mutually agreed terms and conditions of this Development Agreement as herein.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS

FOLLOWS:-

That in pursuance of the foregoing and subject to the mutual obligations

undertaken by the First Party and Second Party under this agreement, the parties
have agreed to develop all that Property more fully described in the Schedule
hereto and hereinafter referred to as `SCHEDULE PROPERTY' into `Multi Storied
Building, subject to the terms and conditions hereinafter contained.

(a) The Second Party/Developer is hereby empowered to take up the

development of the Schedule Property into `Multi Storied Building at its cost.

(b) In consideration of the Second Party agreeing to construct at its cost and the
Second Party/Developer delivering to the First Party 50%(Fifty percent) of the
total super built-up area in the form of constructed area, together with
proportionate share of car parking spaces, both open and covered, terrace also 50%
each other than the common area demarcated for the purpose of facilitating the
maintenance/repairs if any of the overhead water tanks, and proportionate share in

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the garden areas, if any, and the proportionate share in the common area hereinafter
referred to as `OWNERS CONSTRUCTED AREA which is further detailed
below the First Party shall transfer 50% undivided share in the Schedule Property
to the Second Party. The Second Party is entitled to 50% of the total super built-up
area in the form of constructed area/super built area, together with proportionate
share of car parking spaces, both open and covered, and proportionate share in the
garden areas, if any, and the proportionate share of the common areas in the
Building 50% of terrace area also being the share of the Second Party and shall
hereinafter be referred to as `DEVELOPERS CONSTRUCTED AREA which is
further detailed below.

(c) In consideration of the Second Party/Developer carrying out the construction

and delivery of `OWNERS CONSTRUCTED AREA at its cost in terms hereof,
the Second Party or its nominees shall be entitled to conveyance of 50% undivided
share, right, title, interest and ownership in the Schedule Property in proportion to
the super built-up area comprised in the `DEVELOPERS CONSTRUCTED
AREA.

1) PERMISSION TO DEVELOP:

The First Party hereby empowers the Second Party to develop the Schedule
Property into `Multi Storied Building in terms of this Agreement and agrees not to
revoke the said power until completion of development and sale of
`DEVELOPERS CONSTRUCTED AREA' and proportionate share in the land in
the Schedule Property.

2) LICENCE TO ENTER/POSSESSION:

2.1) The First Party shall on the plan being sanctioned by the concerned authority
permit by way of license to the Second Party to enter upon the Schedule
Property and to commence and complete development of the Schedule Property
by constructing Multi Storied Building as aforesaid as per the Sanctioned plans,
subject to terms of the Agreement. The Second Party having been permitted to

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enter upon the Schedule Property as above, agrees to develop the same in terms of
this Agreement.

2.2) It is hereby clarified that such permission by way of license to enter the
Schedule Property shall however not be construed as delivery of possession under
Section 53A of Transfer of Property Act read with Section 2 (47) (v) of the
Income Tax Act of 1961.

2.3) The First Party hereby agrees not to interfere or interrupt in any manner
whatsoever in the course of development and construction of the building as stated
above and/or commit any act or omission having the effect of delaying or stopping
the work that has to be done under this Agreement. However the First Party and/or
his authorized representative/s with prior notice is/are entitled for inspection of the
Schedule Property and the development any time without creating any obstruction
or hindrance in any manner whatsoever.

3) PLANS/LICENCES:

3.1) The Second Party shall at their cost prepare Plans and all required drawings
for the building/s as per building Bye-laws, Rules & Regulations in force for
development of the Schedule Property for `Multi Storied Building. The Second
Party shall simultaneously take appropriate steps to secure at its cost necessary
consents, no objection certificates and other permissions required to be submitted
along with the plans hereto to Bruhat Bangalore Mahanagara Palike, Bangalore
Development Authority and/or other applicable authorities and the Second Party
shall secure at its cost sanction of License and Plans. The Second Party undertakes
the responsibility of securing all clearances for entire development of Schedule
Property at its cost.

3.2) The responsibility and expenses for preparing the plans, drawings etc., and
procuring all sanctions and permissions required to commence and complete the
development and construction of the building in the Schedule Property shall be that
of the Second Party. The Second Party in the absence of any force majeure, shall
obtain sanction of license and plan for development in the Schedule Property

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within four months from the date of this Agreement with grace period of two
month. The Second Party shall make available to the First Party one set of plans
before sending it for approval and the First Party shall give his comments within
seven days of the plans being made available and such comments to be
incorporated in the plan to be given for approval and sanction provided the
Architect has accepted such suggestion of the First Party. In the event of the
suggestion not being accepted the Architect shall provide reasons for rejecting the
same. In the event of the First Party not responding within seven days, the Second
Party shall proceed on the basis considering that the First Party has approved the
plans.

3.3) The First Party has this day executed a Power of Attorney to enable the
Second Party to secure in the name of the First Party, plans, licenses and other
permissions for purposes connected with the development. In addition thereto the
First Party shall sign and execute such other documents, papers and other
agreements, applications that may be required by the Second Party from time to
time, for securing permissions and sanction of license and plans for effectively
developing the Schedule Property. However the cost thereof shall be met and borne
by Second Party. The parties shall co-operate with each other for completion and
mutual success of the development of the Schedule Property. The Second Party
shall however be solely responsible to ensure that all applicable approvals,
consents from all relevant authorities are obtained for development of Schedule
Property.

4) ALLOCATION/SHARING AGREEMENT:

4.1) The Second Party shall intimate in writing to the First Party as to receipt
of sanction of License and Plan and furnish a set of the Sanctioned Plans to the
First Party within fifteen days of such sanction. The First Party and Second Party
within fifteen days of such delivery of license and plans, shall decide and agree
upon respective built-up areas in the Building comprised in the Schedule Property
by mutual discussions and reduce the same into writing in the form of
Sharing/Allocation Agreement. It is agreed that the First Party shall be entitled to
the entire terrace portion as part of his entitlement of the 50% and the remaining of

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the apartment shall be on the other floors and the Second Party shall be entitled to
its 50% in the other floors. However, the Second Party shall have the first choice in
the balance area after the First Partys entitlement of the entire floor and terrace
area as part of his entitlement of 50%.

4.2) Notwithstanding the above, the parties acknowledge that it may not be
possible to divide the built-up area in the Building to enable the Parties to be
allotted exactly their entitlement of super built-up area etc., in the Schedule
Property and hence the Second Party shall be entitled to such number of units/areas
whose super built-up area will be closest to such percentage of super built-up areas
agreed to be allotted in the Building comprised in the Schedule Property. If the
total area contained in apartments allotted to the Second Party falls short of their
entitlement of super built-up area and car parks, the First Party shall pay the price
there for to the Second Party for the deficit area at mutually agreed rates and vice
versa. The payment for such area, if any, shall be paid on completion of
construction of the building and delivery of `OWNERS CONSTRUCTED
AREA' in such building and vice-versa.

5) CONSTRUCTION:

5.1) The Second Party is entitled to commence construction on the Schedule

Property at their cost on the plan being sanctioned by the concerned authorities. .

5.2) The Second Party shall be entitled to make modifications, additions,

deletions and alterations in the construction and/or Development as demanded by
the sanctioning authorities if required and seek sanction of Modified Plans subject
to the entitlement of the First Party not being affected in any manner.

5.3) The Second Party shall have absolute discretion in matters relating to the
method and manner of construction without affecting the entitlement of the designs
and safety and time schedule for completion of the building basically.

5.4) The Second Party shall have sole discretion in selection of construction
materials, method of construction, equipments to be used for construction and

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other related techniques of construction and the First Party shall not interfere with
the same provided it is made clear that the development and construction shall be
in accordance with the Specifications agreed to between the Parties as per
Annexure attached hereto and in terms of this Agreement.

5.5) For the purpose of this agreement super built-up area shall mean the total
built up area of the buildings or as the case may be, of the units forming part
thereof, including space under the walls, external finish and utility area (if any)
,The balconies/setouts in the said building/s or unit/s (if any) and the common
areas, common amenities and services appertaining to the building/s or as the case
may be proportionate part/s thereof in the case of unit/s including but not limited to
balconies, staircases, lift rooms, electrical Meter rooms, pump rooms, Generator
rooms, Air-conditions/AHU areas, common areas, circulation areas but excludes
car parking areas and terrace areas.

6) SPECIFICATIONS:

The construction of the Building shall be in accordance with the Specifications

which shall be mentioned in a separate supplementary agreement subsequent to the
registration of this deed. The specification for the Owners Constructed Area and
the Developers Constructed Area shall be the same. However Specifications may
be modified at the request of buyers of DEVELOPERS CONSTRUCTED AREA.
Both parties can do modifications at their own cost without effecting main
structure & stability of building.

7) COST OF CONSTRUCTION:

The entire cost of construction of the building to be built in the Schedule Property
including the OWNERS CONSTRUCTED AREA shall be borne solely by the
Second Party. The First Party shall not be required to pay any amount for the
development and construction in the Schedule Property or for OWNERS
CONSTRUCTED AREA other than those specifically undertaken by them under
this Agreement.

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8) APPOINTMENT OF ARCHITECTS, CONTRACTORS AND
ENGINEERS:

8.1) The Second Party shall be entitled to appoint Architects, Contractors,

Engineers and other Consultants at their risk and cost to execute the development
and construction works on their behalf on the Schedule Property as they deem it
fit, provided the Second Party alone shall be liable to fulfill the terms and
conditions and the obligations as set-forth herein. The fees payable to Architects,
Engineers, Contractors, Consultants and other staff and workmen and all persons
connected with the development/construction on the Schedule Property shall be
borne by the Second Party and the aforesaid persons shall have no claim on or
against the First Party in any manner as the First Party shall not be their employer.

8.2) In case of disputes between the Second Party and/or their Contractors,
Architects, Engineers and other workmen and suppliers of materials and all other
persons who are engaged or employed in the development of the Schedule
Property, the same shall be paid and settled by the Second Party who alone shall
be liable and answerable for their claims, if any.The First Party shall have no
liability whatsoever in this behalf and the same shall not be an excuse for the
Second Party for not completing the construction within the stipulated time.

8.3) In case of any accidents or injury or death of any workmen or third party
during the construction in the Schedule Property or elsewhere in relation to the
Development of the Schedule Property under this Agreement, the Second Party
shall solely be responsible. The First Party shall have no liability whatsoever in this
behalf. The Second Party undertakes to indemnify and keep indemnified the First
Party fully indemnified and harmless against all such claims , costs, expenses and
or losses.

8.4) The Second Party shall promptly comply with all labor laws, insurance laws
and all other rules and regulations during the course of development of Schedule
Property and further be fully responsible for all the consequences. The First Party
have no liability in respect thereto. The Second Party undertakes to indemnify and

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keep the First Party indemnified and harmless against any claims, costs , expenses
and losses.

8.5) All items of plant and machinery, tools and implements, stores and
materials or such other materials of the Second Party and/or their contractors,
workmen and other agencies brought into the Schedule Property for the
construction of the building shall remain Second Partys exclusive property at all
times and/or entitled to remove the same any time. The First Party shall have no
claim or lien whatsoever on any such items of plant and machinery, tools and
implements, stores and materials at any time. The Second Party shall move their
equipment and machinery into the Schedule Property without damaging the
environment and without causing any inconvenience to the other persons
residing/carrying on business within the vicinity of the Schedule Property.

9) SHARING OF BUILT AREA:

9.1) In consideration of the Second Party developing the Schedule Property and
constructing `Multi Storied Building and completing the construction of the areas
allocated to the First Party and/or his nominee/s and/or assignee/s free from all
encumbrances and claims being (i) 50% of the super built up area in the form of
`Multi Storied Building, (ii) 50% of car parking areas in Ground Floor
wherever they are provided in Schedule Property, (iii) 50% Private Terrace
Areas, if any, (iv) 50% Private Garden Areas, if any and (v) proportionate
common areas and built as per the Specifications in Annexure attached hereto
(hereinafter referred to as the `OWNERS CONSTRUCTED AREA') for the
absolute use and/or benefit and ownership and enjoyment of the First Party, the
First Party shall transfer 50% undivided share, right, title, interest and ownership in
Schedule Property or such proportionate undivided share, right, title, interest and
ownership in the land in the Schedule Property as is proportionate to the built
areas allocated to the Second Party by way of sale or otherwise to the Second Party
and/or their nominee/s and/or their assignee/s under one or several documents.

9.2) The Second Party is entitled to own (i) 50% of the super built up area in the
form of `Multi Storied Building, (ii) 50% car parking areas in Ground Floor

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wherever they are provided in Schedule Property, 50% of private terrace area if
any, (iii) 50% Private Garden Areas, if any and (iv) proportionate share of the
common areas and built as per the Specifications in Annexure attached hereto
(hereafter referred to as `DEVELOPERS CONSTRUCTED AREA') and shall
belong to the Second Party and/or their nominee/s and/or the assignee/s of the
Second Party, which would also include the Second Party absolutely in accordance
with this Agreement and entitled to purchase proportionate share in the land in
Schedule Property.

9.3) In consideration of and in lieu of the Second Party constructing and

delivering to the First Party at its cost the `OWNERS CONSTRUCTED AREA'
for the First Party as per Para above, the First Party will and shall transfer to the
Second Party and/or their nominee/s and/or their assignee/s 50% of the
undivided share in the Schedule Property and also 50% of constructed/super built
area in one lot or in several lots as decided by Second Party in favour of the
nominee/assignees or the Second party if the Second Party chooses to retain any
part thereof .

9.4) The First Party is entitled to `OWNERS CONSTRUCTED AREA' in the

Schedule Property and he is entitled to own, hold, sell, transfer, mortgage, gift,
lease, alienate or otherwise dispose of his share in whole or any part thereof in any
manner along with proportionate undivided share in the land in Schedule Property
and shall be entitled to all income, gains, capital appreciation and benefits of all
kinds and description accruing, arising or flowing there from.

9.5) The Second Party shall be entitled to `DEVELOPERS CONSTRUCTED

AREA' in the Schedule Property and they will be entitled to own, hold, sell,
transfer, lease and alienate or otherwise dispose of the same or any part thereof in
any manner along with proportionate share in the land in Schedule Property as will
be proportionate to the super built area allocated to the Second Party and they
shall be entitled to all income, gains, capital appreciation and benefits of all kinds
and description accruing, arising or flowing there from.

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9.6) The Second Party is also entitled to retain the unsold right, title and interest
in the land in Schedule Property with proportionate constructed
area/Terrace/benefits out of `DEVELOPERS CONSTRUCTED AREA' and
dispose of the same as above and/or thereafter as and when the Second Party
desires or deal with the same in any manner the Second Party deems fit and the
First Party will have no objection for the same.

9.7) The word super built-up area mentioned in this Agreement shall comprise
of:

i) The total built up area of the Building or as the case may be, of the units
forming part thereof, including space under the walls, external finish and utility
area (if any);

ii) The common areas, common amenities and services appertaining to the
Building or as the case may be proportionate part/s thereof in the case of unit/s
including but not limited to balconies, staircases, lift rooms, electrical Meter
rooms, pump rooms, Generator rooms, common areas, circulation areas but
excludes car parking areas, terrace areas and garden areas.

iii) For the purposes of this Agreement the word built up area, constructed
area or super built-up area shall mean the plinth area of the building including
sit-outs/balconies plus proportionate share in the common areas such as lobbies,
staircases, security rooms, generator and electrical rooms, club house area , lift
machine rooms etc.

10) COMMENCEMENT AND COMPLETION OF CONSTRUCTION:

10.1) That on securing the licence and plan for construction, the First Party shall
permit the Second Party to enter the Schedule Property. That after sanction of
licence and plan and execution of Allocation/Sharing Agreement and entering the
Schedule Property, the Second Party shall in any event but not later than 02 months
thereof commence construction in the Schedule Property. In case of delay in First

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Party permitting the Second Party to enter the Schedule Property, the period of
completion stands enhanced proportionately.

10.2) The Second Party under normal conditions and in the absence of
Force Majeure (as defined below) , shall complete the construction of the
Residential Apartment Building in accordance with the Specifications and the
Sanctioned Plans within 24 months from the date of obtaining the Sanction Plan
from the Bruhat Bengaluru Mahanagara Palike, with a grace period of 06 months
which period does not include the time taken for obtaining of the Occupancy
Certificate/ Completion Certificate from the plan sanctioning authorities and
Electrical, Water and Sanitary Connections from the respective departments.
However, the Second Party Party shall provide the Completion Certificate from the
Architects stating that the building is complete in all respects in terms of the
Development Agreement. However, the Second Party shall not incur any liability
for any delay in delivery of possession of the `OWNERS CONSTRUCTED
AREA by reason of Force Majeure circumstance provided the Developer has
within seven days have informed the First Party of such event. In any of the
notified Force Majeure events, the Second Party shall be entitled to corresponding
extension of time for completion and delivery of the said `OWNERS
CONSTRUCTED AREA.

10.3) For the purpose of this agreement Force Majeure circumstance or event shall
mean any delay due to any act of God or Nature, government restriction or order
and those that would be applicable to the entire industry, riots, civil commotion
resulting in affecting the Developer to procure any construction material and any
stay order, not attributable to any act of omission or commission on the part of the
Developer, if rock is discovered upon soil testing suitable extension of time shall
be granted as suggested by a neutral chartered civil engineer.

10.4) It is understood and acknowledged that the Second Party shall not be deemed
to be in default or incur any liability for any delay beyond thirty six months from
the date of issue of Sanction Plan from the Bruhat Bengaluru MahanagaraPalike
referred to above, if the performance of its obligations hereunder is delayed or
prevented by conditions constituting the reasons stated in above para .All periods,

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hereunder fixed shall be deemed to have been extended by the periods equal to the
periods of delay on account of the force majeure conditions also. In any of the
aforesaid events, the Second Party shall be entitled to corresponding extension of
time for delivery of the said `OWNERS CONSTRUCTED AREA'. If the delay or
stoppage of work is on account of First Partys acts of omission or commission or
interference in the development, the Second Party shall be entitled to proportionate
extension of time. However, if the delay or stoppage of work is on account of
Second Partys acts of omission or commission, the Second Party is not entitled to
extension of time.

10.5) In the event of any delay in completing the construction as stated above
other than for the reasons stated above, the Second Party shall be entitled to 03
months grace period to complete the construction of the OWNERS
CONSTRUCTED AREA. After such extension also, if the Second Party is unable
to deliver the OWNERS CONSTRUCTED AREA the Second Party shall pay
Rs.1,00,000/-(Rupees One Lakh Only) per month of delay by way of liquidated
damages till delivery of OWNERS CONSTRUCTED AREA. The Second Party in
any case agrees to complete the construction within stipulated period. If part of the
`OWNERS CONSTRUCTED AREA' is delivered the damages will accordingly
stand reduced proportionately.

10.6) That on the completion of the construction including `OWNERS

CONSTRUCTED AREA' in building, the Second Party shall intimate in writing
to the First Party as to the said completion within 15 days from the date of
completion. The First Party and/or his nominee/s or assignee/s shall thereafter be
entitled to inspect the construction and to take delivery of the same in terms of this
Agreement against payment of the amounts agreed to be paid herein.

11) INDEMNITY BY FIRST PARTY:

11.1) The First Party hereby confirm that his title to the Schedule Property is
good, marketable and subsisting and that no one else have any right, title, interest
or share in the Schedule Property and that the Schedule Property is not subject to
any encumbrances, mortgages, litigation, lien, attachments, court or taxation or

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acquisition proceedings or charges of any kind or any tenancy claims and which
shall bar the development and/or sale of the Schedule Property and/or disposal of
`DEVELOPERS' CONSTRUCTED AREA'. The First Party shall keep the Second
Party fully indemnified and harmless against any loss or liability, cost or claim,
action or proceedings and third party claims that may arise against the Second
Party or any one claiming through the Second Party for any act of omission or
commission of the First Party in breach of the terms hereof or on account of any
defect in or want of title on the part of the First Party.

11.2) The First Party declares that the Second Party has entered into this
Agreement expressly on the faith and strength of such declaration that the First
Party has encumbrance free marketable title to the Schedule Property and that
there are no other persons interested in the Schedule Property. The Second Party
has come forward to invest huge sums of money for development of the Schedule
Property and if it is found at a later date that the representations made by the First
Party regarding his title and/or possession are false, the First Party shall be
solely liable for the losses incurred by the Second Party due to the
misrepresentations and the First Party shall reimburse the Second Party all the
costs, charges and expenses incurred by the Second Party to obtain permissions,
clearances, consents, No Objection Certificate sand sanction of license and plan
and the cost of construction, losses and damages. During the subsistence of this
Agreement the First Party shall not encumber the Schedule Property nor deal with
or dispose of the Schedule Property or any interest or portions therein or part with
its possession nor shall grant any license to use the Schedule Property which will
prejudice the rights of Second Party under this Agreement. The First Party shall not
grant any Power/s of Attorney to deal with the Schedule Property in any manner
whatsoever inconsistent with this Agreement except in the normal course of the
First Partys transactions and for sale of his share. However, the aforesaid shall not
impair the rights of the First Party to independently deal with his share of land and
`OWNERS CONSTRUCTED AREA in the Schedule Property by himself and/or
through his Power/s of Attorney in terms of this Agreement without affecting the
rights of the Second Party.

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11.3) The First Party covenant with the Second Party that, the Second Party
and/or any transferee/s of the Second Party shall enjoy the `DEVELOPERS
CONSTRUCTED AREA' or any part thereof and all the common areas and
facilities in the Schedule Property with proportionate undivided share in the land
without any let or hindrance whatsoever from the First Party or any person
claiming through or under him and the Second Party shall have the absolute right
to transfer whole or any part of the `DEVELOPERS CONSTRUCTED AREA'
with proportionate undivided share in the land in Schedule Property (in
accordance with the terms of this Agreement) and the First Party doth hereby
undertake to execute at the cost of the Second Party and/or its assignees as the
case may be all such deeds, documents, agreements, covenants and writings as
may be required by the Second Party and/or their assignees for securing and
perfecting the title to their share in the Schedule Property.

11.4) Though the First Party owns the entire ownership in the Schedule Property
and he has entrusted the Schedule Property to the Second Party for development
and sale for his benefit and any breach committed by the First Party will affect the
project and development of the Schedule Property which will consequently
expose the Second Party for third party claims, risk and losses and hence the First
Party specifically assures and covenants with the Second Party, that he will not
commit any breach of the terms of this Agreement or agreements to be
executed hereafter and will be liable and responsible for the claims of the Second
Party on account of such breach. Similarly the Second Party agrees and
covenants with the First Party that they will promptly perform their part of the
obligations stipulated under this Agreement without committing any default.

12) INDEMNITY BY SECOND PARTY:

The Second Party is fully aware that the First Party has entered into this
Agreement and entrusted the development of the Schedule Property to the Second
Party based on the representation and assurance given by the Second Party and the
compliance of the terms of this Agreement without any default and delay and the
Second Party undertakes to keep the First Party fully indemnified and harmless
against any loss or liability, cost or claim, action or proceedings, that may arise

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against the First Party and/or the `OWNERS CONSTRUCTED AREA' in the
Schedule Property and the building to be constructed thereon by reason of any
misrepresentation and assurances and or due to the failure on the part of the
Second Party to discharge their liabilities/obligations and or compliance under
this Agreement or on account of any act of omission or commission in using the
Schedule Property or arising out of development and putting up of the construction
or any delay thereof. The Second Party further shall be fully liable and responsible
to the Government (State and Central), Bruhat Bangalore Mahanagara Palike,
Bangalore Development Authority, Bangalore Electricity Supply Company Ltd.,
Bangalore Water Supply and Sewerage Board and all other Authorities for
compliance of all the statutory requirements regarding construction and providing
amenities/facilities therein and/or putting up the construction or under any
contract the Developer shall have entered with any third party on the strength of
this Agreement, and or due to any labour claims, compensation, or for any injury
and/or death of any of the labourers, personal employed by the Developer in the
execution of their works , and or obligations and to the third parties with whom
the Developer shall enter into any agreement. The Second Party shall also be liable
and responsible for third party claims and claims arising out of contract entered
into by the First Party with persons desiring to own and/or possess the OWNERS
CONSTRUCTED AREA or portions thereof and the land in the Schedule Property
to the extent referred to in above preceding Paras on account of breach by the
Second Party of the terms of this Development Agreement. The Second Party shall
also be responsible to any of the purchasers of the DEVELOPER
CONSTRUCTED AREA in case of there being any breach of the terms and
condition of this Agreement by Second Party and consequences arising out of such
breach.

13) TRANSFER OF SECOND PARTY'S ALLOTTED AREA:

13.1) The Second Party shall on sanction of license and plan and execution of the
Sharing/Allocation Agreement is entitled to enter into Agreements to agree to sell
and/or agree to lease the undivided share in the land in Schedule Property, which
will be proportionate to the super built-up and other areas allocated to the
Second Party in the Sharing/Allocation Agreement in the building/s in Schedule

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Property and forming part of `DEVELOPERS CONSTRUCTED AREA' with or to
persons intending to own built-up areas and/or occupy on lease or otherwise and
receive the advance consideration there under and enter into Agreements with
them.

13.2) That on delivery of the `OWNERS CONSTRUCTED AREA, or on expiry

of fifteen days of notice, with the certificate of the Architect certifying that the
Building has been constructed in terms of this Agreement and the Specifications
and confirming the receipt of all the permission for occupation of the building and
the permanent connections of water, electricity and sewerage being issued to the
First Party as to the completion of construction of `OWNERS CONSTRUCTED
AREA', the Second Party is entitled to transfer/sell/lease in favour of its
nominee/s or assignee/s or in its favour the `DEVELOPERS CONSTRUCTED
AREA' with proportionate undivided share in the land in Schedule Property. The
Second Party is fully entitled to exercise the power to transfer/sell/lease pursuant
to the powers conferred herein and based on the Power of Attorney executed
pursuant to this Agreement.

13.3) The Second Party at his cost shall from time to time obtain clearances,
wherever applicable, under the statutes, if any and other permissions, as required
under any law for sale/lease/transfer within thirty days or any extended time as
may be mutually agreed to between the parties in writing from the date of request
by the Second Party and delivery of draft of Sale Deeds or lease/license
agreements and deeds as the case may be by the Second Party in order to
sell/lease/transfer the specified undivided share of land and proportionate built
areas in `DEVELOPERS CONSTRUCTED AREA' in favour of Second Party
and/or in favour of their assignee/s and/or nominee/s.

13.4) The stamp duty, registration charges, legal fees and expenses in connection
with the preparation and execution of the Deed/s of Conveyance and/or other
documents relating to `DEVELOPERS CONSTRUCTED AREA' and
proportionate undivided share of land in Schedule Property to be conveyed to
Second Party and/or their nominee/s and assignee/s shall be borne by Second
Party/and/or their nominee/s and assignee/s. Similarly what is applicable to

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`OWNERS CONSTRUCTED AREA' will be borne by the First Party and/or their
nominee/s or assignee/s or purchasers of `OWNERS CONSTRUCTED AREA'.

13.5) The capital gains tax, ifany, that may be leviable on the transfer of land
rights in Schedule Property to Second Party and/or their nominees under one or
more documents shall be borne by the First Party while the Second Party shall
meet all their tax liabilities arising on transfer of DEVELOPERS
CONSTRUCTED AREA promptly.

13.6) The parties have agreed that in respect of sale of undivided share in the land
in the Schedule Property and/or the constructed/built up area and other built-up
areas, the same shall be sold by the First Party as the Seller and Second Party as
the Builder/Confirming Party in the form of Sale Deeds/other Conveyances. The
execution of the Sale Deeds/other conveyances in respect of sale of OWNERS
CONSTRUCTED AREA and the proportionate land share in the Schedule Property
shall be by the First Party. The execution of Sale Deeds/other Conveyances in
respect of sale/transfer of DEVELOPERS CONSTRUCTED AREA and the
proportionate share in the land in Schedule Property, shall be by the First Party or
through their Power of Attorney Holder who may include the Second Party herein
and also by the Second Party as Builder/Confirming Party. This is applicable in
respect of sale/transfer of whole or portions of the constructed/built up area of
DEVELOPERS CONSTRUCTED AREA and the proportionate land share in the
Schedule Property.

14) TAXES, MAINTENANCE AND DEPOSITS ETC.,:

14.1) The First Party shall pay and discharge all Municipal Taxes, Cesses and
Assessments on the land in Schedule Property to Bruhat Bangalore Mahanagara
Palike till completion of construction of OWNERS CONSTRUCTED AREA in
the building. Thereafter the property tax in respect of the land and building shall be
borne by the parties in proportionate to their respective allocation therein.

14.2) The First Party or anyone claiming through them shall be liable to
bear and pay to the Second Party maintenance charges and common expenses and

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pay the authorities all taxes, rates and cesses and charges for electricity, water
and sanitary and other services and outgoings payable in respect of the
`OWNERS CONSTRUCTED AREA' from the date of completion of the same or
portions of the same or on the expiry of Fifteen days from the date of service of a
written notice by Registered Post (Acknowledgement Due) by Second Party to
the First Party that the `OWNERS CONSTRUCTED AREA' or part thereof is
ready for occupation in such Building. Similarly the Second Party shall bear and
pay maintenance charges and common expenses, taxes, rates and cesses and other
charges and outgoings in respect of DEVELOPERS' CONSTRUCTED AREA
from the date on which the liability of the First Party commences in respect of
OWNERS CONSTRUCTED AREA.

14.3) The parties shall maintain their respective portions at their own cost in
good and tenantable repair and condition and shall not do or suffer to be done
anything in or to the Schedule Property, and/or common areas and passages of the
building which may be against law or which will cause obstruction or interference
to the users of such common areas. The maintenance of common areas and
facilities in the building will be done by Second Party till an Association is formed
by owners of apartments. That on formation of the Association for upkeep and
maintenance of the common areas and facilities in the development in the Schedule
Property, such maintenance charges shall be paid to the said Association. The
parties shall deposit such sums as are agreed between them towards Building
Maintenance Fund which will be operated by Second Party.

14.4) The Second Party shall be liable to pay service and departmental charges,
prorata charges and deposits payable to the Bangalore Electricity Supply Company
Ltd., Bangalore Water Supply & Sewerage Board and other Authorities and
proportionate cost towards installation and creation of water, sanitary and electrical
and all other infrastructure like Transformers, Ring Main Units, Cable Charges and
work executed on D.C.W. basis along with supervision charges by the Electricity
Supply Authorities or concerned authorities, pipe laying charges for water and
sanitary connections from the main road in connection with their respective
OWNERS CONSTRUCTED AREAS. The First Party shall also be liable to pay
VAT and Service Tax and any other applicable taxes levied on such OWNERS

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CONSTRUCTED AREA now or later. The Second Party shall be liable to pay the
aforesaid amounts without recourse to the First Party with respect to its share in the
constructed area which shall be called as the DEVELOPERS CONSTRUCTED
AREA.

15) OBLIGATION OF THE FIRST PARTY:

The First Party shall carry-out such acts, deeds and things as may be reasonably
required by the Second Party to develop the Schedule Property and also to vest
good title. The First Party has this day executed a Power of Attorney in favour of
the Second Party to enable them to obtain permissions, sanctions, orders, no
bjections, consents, clearances and License and Plans, at Second Party's cost in
regard to the development of the Schedule Property and authorising the Second
Party to represent the First Party before the Bruhat Bangalore Mahanagara Palike,
Bangalore Development Authority, State and Central Governments, Fire Force
Departments, Bangalore Electricity Supply Company Ltd., Bangalore Water
Supply & Sewerage Board, Bangalore Telephones Department, Karnataka State
Pollution Control Board, Airport and Telecommunication authorities, Police
Authorities and various other Statutory Authorities, etc., without any limitation
thereto. The First Party has also executed the authority to the Developer to enter
into agreements and to Sell/Lease/Transfer the `DEVELOPERS CONSTRUCTED
AREA' with proportionate undivided share in the land in the Schedule Property
which shall be exercised in terms of this Agreement. The power and authority for
conveyance shall be exercised in terms of this Agreement. The Second Party agrees
to exercise the power of conveyance /sale in favour of prospective buyers on
completion of construction of the `OWNERS CONSTRUCTED AREA.

16) CUSTODY OF ORIGINAL/TRUE COPIES OF DOCUMENTS OF

TITLE:

16.1) The First Party has already delivered photo copies of the documents of title
to Second Party and based on which the Second Party has secured opinion as to
the title of the First Party being good and marketable. However the development
of the Schedule Property and sale of the proportionate undivided land share to the

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Second Party and their nominees shall be with encumbrance free marketable title.
The original title deeds are this day deposited in safety bank locker which shall be
operated jointly by both the parties, who shall hold the same in escrow for the
benefit of the parties and on completion of development, the said title deeds shall
be delivered to the Association to be formed by all the owners of the apartments in
the Schedule Property. The Second Party is entitled to cause production of the
original title deeds from the escrow before the plan sanctioning authorities and/or
before the persons who will be intending to acquire apartments in the development
in Schedule Property or any other purposes relating to development.

16.2) The First Party assures the Second Party that his title to the Schedule
Property is clear and marketable and free from all encumbrances and he has not
agreed to sell whole or portions of the Schedule Property with any third parties and
has not executed any Power of Attorney or other agreements empowering any
person/s to deal with the Schedule Property. The First Party also assures that the
sale of the Schedule Property and/or portions thereof in terms of this Agreement
shall be with encumbrance free marketable title of the First Party and free from all
claims and demands.

17) NAME OF THE PROJECT:

The entire Project/Development in the Schedule Property shall be known by such

name which the Second Party may decide.

18) COMPLIANCE WITH LICENSE AND PLAN:

In developing Schedule Property and putting up the construction of building and

providing electricity, water supply, sewerage and other amenities therein, the
Second Party shall duly observe the rules and regulations and the laws relating
thereto.

19) RIGHT OF THE FIRST PARTY FOR INSPECTION:

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The First Party and/or his authorised representatives at all reasonable times, shall
have the right to inspect the progress of work and quality of construction and
require the Second Party to rectify any defects or deviations and to require the
Second Party to properly implement the project in Schedule Property. In case of
disputes as to quality of construction, rate of progress and other related matters,
the decision of the Project Architect in such matter shall be binding on the
Parties.

20) ADDITIONAL WORK:

It is agreed between the Parties that in the event of any change in the Specifications
sought for by the First Party for his share of constructed area of the Schedule
Property, which is in the nature of up-gradation of Specifications, the First Party
shall contribute the difference for such up-gradation cost at mutually agreed rates
and at mutually agreed additional time periods, provided the same is not in
contravention of the Sanctioned Plan.

21) DEFECT LIABILITY PERIOD:

The Second Party shall be responsible for any defects in the Building noticed upto
a period of Twelve months from the date of completion of construction of the
Residential Building being notified to the FirstParty. However small air-cracks in
the plaster, masonry, doors and windows shall not be considered as defects.

22) ADVERTISEMENT:

The parties shall be entitled to advertise for sale and disposal of the units in the
Schedule Property and to publish in the Newspapers calling for response from
prospective purchasers in terms of this Agreement.

23) ASSIGNMENT:

The Second Party in order to execute the development may do it by themselves or

through their Affiliates in respect of whole or portions of the Schedule Property as

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the case may be. In any of the aforesaid events, the First Party is not entitled to any
payment/built-up area /revised consideration. The terms of this Agreement shall
remain unchanged for both the First Party and the Second Party.

24) RIGHTS AND OBLIGATIONS:

The parties agree that in respect of built up areas allotted to their respective shares
in the Building in the Schedule Property they shall be entitled to own, possess and
enjoy the same subject to such rights, restrictions and obligations that are stipulated
herein and both the Parties agree to stipulate the conditions stated herein in the
Conveyance/s, Lease Deeds etc., to be executed by them in favour of any
prospective Purchaser/s and/or Transferee/s of such built up areas in the building
constructed in the Schedule Property.

In the course of ownership and/or enjoyment of the built-up areas/units, in the

Schedule Property each of the Parties herein and their respective transferees shall
have the following rights and obligations:

:RIGHTS:

(a) Full right and liberty for the Parties and persons authorized or permitted by
the Parties (common with all other persons entitled, permitted or authorized to the
like right) at all times by day and night to go, pass and repass and to use the
common areas inside and outside the building in the Schedule Property.

(b) The right to subjacent and lateral support, shelter and protection from other
parts of the building and from the side and roof thereof.

(c) The right to free uninterrupted passage of running water, gas and electricity
from and to the building and to the unit allotted, through water courses, sewers,
drains, conduits, pipes, cables and wires which may be passing through the
building or any part thereof.

Page 25 of 35
(d) The right of passage for the owners of the Units and the person/s authorized
by them to the common areas of the building development at all reasonable times.

(e) Right to lay cables or wires through common walls or passages for radio,
television, telephone and such other installations, having due regard to the similar
rights of the other owners of Units in the building with prior written permission of
Second Party and/or Maintenance Company as the case may be.

(f) Subject to payment for common facilities and services, the right to enjoy the
common facilities and services provided in the building.

(g) The right to the use of common open area around the building (other than
the area specifically allotted to any owner for exclusive use) and the entrance
area of the building.

(h) Absolute ownership and possession of the units and car parking/s and other
benefits and advantages allotted.

(i) Exclusive right and use of any portion of Terrace Area and/or Garden Area if
allotted.

(j) Right to use and enjoy all the roads, pathways, approaches, common areas
and all facilities in the development in Schedule Property.

2) RESTRICTIONS ON THE RIGHT/S OF THE PARTIES:

The Parties and the prospective owners of Units in the building in the Schedule
Property shall be bound by the following restrictions and covenants in the course
of ownership and enjoyment of such Units.

(a) Not to raise any construction in addition to the Units allotted in the Schedule
Property.

Page 26 of 35
(b) Not to use or permit the user of the Unit/s which would diminish the value,
utility of the pipes, cisterns and other common amenities and facilities provided in
the building.

(c) Not to use the space in the land left open after the construction and
completion of the development of the Schedule Property which might cause
hindrance to the free ingress to or egress from any part of the building.

(d) Not to park any vehicle at any place in the Schedule Property other than in
the allocated parking area allotted to each of the Parties.

(e) Not to default in the payment of any taxes or levies or expenses to be shared
with the other owners of other units and not to default in payment of maintenance
deposit decided by the parties hereto by mutual consent.

(f) Not to make any arrangement for the maintenance or the common amenities
in the building other than to the Maintenance Company or Second Party.

(g) Not to store in the said Unit any goods which are hazardous, combustible,
dangerous or considered objectionable or which are excessively heavy as to affect
or damage the construction or weaken the structure of the said building.

(h) Not to carry or cause to be carried heavy packages which are likely to
damage the lobbies, staircases, lifts, ladders, common passage or any other
structure or parts of the said building.

(i) Not to use or permit the use of the common passages, common staircases or
common areas for storage, display boards, materialistic., or in a manner as to cause
inconvenience, obstruction or nuisance to others or to affect the aesthetics of the
building or any part thereof.

(j) Not to throw or allow or suffer to be thrown dirt, rubbish, rags, cigarettes
and/or other refuse from the building or in the common areas of the building or
on the Schedule Property.

Page 27 of 35
(k) Not to cause any nuisance or health hazard to the other occupants of the
building.

(l) To be bound by the Rules and Regulations governing the use of the common
facilities as may be determined by the Second Party/Maintenance Company.

(m) Not to use the terrace/open area specifically allotted to any unit Owner.

(n) Not to seek for partition of common facilities or services or the land covered
in the Schedule Property by metes and bounds but enjoy the respective portions of
Schedule Property as co-owners along with other co-owners thereof.

(o) Not to use the unit allotted for any business or purposes which is prohibited
in law or in such a way as to cause nuisance or health hazard to others.

(p) Not to put up advertisement boards, neon sign and other display materials at
any place of the building in the Schedule Property except at the previously
designated location and also at the entrance door of the particular unit.

(q) No sign board, hoarding or any other neon sign or logo shall be put up on
the exterior of the building or in the lobby or on the wall of the unit or at any open
spaces inside or outside the building and compound wall.

(r) Not to alter or subscribe to the alteration of the name of the building which
shall be named by the Second Party.

(s) The unit shall be used only for residential purposes.

(t) The Parties shall ensure that the aforementioned restrictions are adhered to
by the prospective purchasers/Lessors/transferees etc., of the Units ,by
incorporating the same in the specific agreements entered into by the Parties with
such purchasers/Lessors/transferees of the Units in the building comprised in the
Schedule Property.

Page 28 of 35
3) EXPENSES TO BE BORNE BY OWNER OF EACH UNIT:

The Parties herein and the future prospective owners of units in the building in
Schedule Property shall bear and pay within Fifteen days of demand the
proportionate share of the following common expenses in respect of unit held by
him/her/them, the proportion being the super built area of such unit to the total
super built area of all units in the Schedule Property. The parties shall be liable to
pay the following common expenses proportionately:

a. Expenses for maintenance of lifts, pump sets, generators and other

machineries, sanitary and electrical, chiller plant connections in the building,
including the cost of AMC's for these equipments;

b. Electricity consumption charges for running all common services and

lighting the common areas, basement and all open areas and water
consumption charges of building;

c. Costs of replacement of electrical fittings and bulbs in all common areas,

corridors, basement and open places;

d. Expenses for maintenance of the building and the land surrounding thereto,
white washing and colour washing of common areas, external areas and the
compound;

e. Expenses incurred in the maintenance of landscape, pots and other plants in

the building;

f. Salaries and wages payable to the property manager, securityguards, lift

operators, plumbers, electricians, gardeners, pumps and generator operators
and all other staff and workmen etc., appointed;

g. Such other expenses which are common in nature and not attributable to any
unit in particular but relates to the building in general.

Page 29 of 35
Should any Party default in any payment of any dues for any common expenses,
benefits or amenities, the Second Party/Association/company maintaining the
common benefits and amenities shall have the right to remove such common
benefits or amenities including electricity and water connection from the
defaulting Party's enjoyment which shall be reconnected to the Party after such
arrears are cleared.

25) NOTICE AND ADDRESSES:

The address of the parties for the purpose of any correspondence is under:

Mr. G. DAYANANDA,
S/o. ____________,
Aged about 42 Years,
Residing at No. 89/1, 1st Main Road,
Jalahalli Village, Bangalore 560 013.

Mr.K.R.VIJAYKUMAR RAJU.
S/o. Late Sri K.Raghupathi Raju
Residing at No S/73, 6th main,
Sharadhamba _Nagar, Jalahalli village
Bangalore-560013.

Each party shall give notice under acknowledgement, to the other of any change in
address as soon as possible. All communication shall be sent by Registered Post
Acknowledgement Due or delivered personally with acknowledgement and will be
deemed to have been received by the addressee within three working days of
posting.

26) JURISDICTION:

Any proceedings arising out of or in connection with this Agreement may be

brought in any courts of competent jurisdiction in Bangalore only.

Page 30 of 35
27) SPECIFIC PERFORMANCE AND DISPUTE RESOLUTION:

27.1) In the event of breach by either party, the other party (the aggrieved party)
shall be entitled to specific performance and also be entitled to recover all losses
and expenses incurred as a consequence of such breach from the party committing
breach;

27.2) Irrespective of what is stated in this Agreement, any breach committed by a

Party may be complained of by the Other Party in writing calling upon the Party in
breach to remedy the breach within a period of 15 days. On the failure of such
Party to remedy such breach within Fifteen days from the date of receipt of such
notice to that effect, the defaulting Party shall take steps to resolve such
compliance in terms stated below.

27.3) In the event of any breach and or dispute or difference arising in relation to
this agreement, its interpretation, performance or any other matter is not resolved
within 15 days of it being complained of, the same shall be decided by mutual
discussion between the Parties. The Parties' representatives shall meet and use
good faith efforts to resolve such dispute or differences within a week of either of
the Parties complaining of any breach or raising a dispute.

27.4) In the event of the Parties being unable to resolve the dispute by conciliation
as above or within such further time as the Parties may mutually agree, the dispute
may be referred by either party to arbitration by a panel of three arbitrators (one
to be appointed by First Party, the other by Second Party and third by the two
arbitrators) in accordance with the provisions of the Arbitration and Conciliation
Act, 1996 or any re-enactment or modification thereof and shall be decided by
such Arbitral Tribunal. The award shall be final and binding on the parties.

i) The arbitration will be held in Bangalore City.

ii) The language of the arbitration proceedings will be in English.

Page 31 of 35
The disputes shall be resolved in thirty working days of reference or within a
reasonable period as may be agreed between the parties in writing. It is however
clarified the work will not stop, pending the arbitration process.

28) INTERPRETATION:

This Agreement shall not be construed as a Partnership or contract of employment

between the parties herein. The Parties have entered into this Agreement on a
principal to principal basis.

29) COMPLETE AGREEMENT:

The parties acknowledge that this Agreement is the complete Agreement. This
Agreement supersedes any prior agreements and representations between the
parties, whether written or oral. Any such prior arrangements are cancelled as at
this date, without prejudice to any rights, which have already accrued to either of
the parties.

30) AMENDMENT:

No Decision or exercise of discretion/judgement/opinion/ approval of any matter

arising out of or contained in this Agreement will be deemed to amend this
Agreement. This Agreement may be amended only by a written document executed
between the authorized representatives of the parties.

31) WAIVERS:

The failure by either parties to enforce any term or for any period, or any one or
more of the terms or conditions of this Agreement will not be construed as waiver
of them or of the right at any time subsequently to enforce all terms and conditions
of this Agreement.

32) NO RESTRICTIONS:

Page 32 of 35
It is agreed between the parties hereto that neither Second Party nor First Party will
be restricted or restrained to take up any other project implementation of real estate
for any other company, persons or any project implementation by themselves or
with any other party.

33) MUTUAL REPRESENTATIONS AND WARRANTIES:

33.1) This Agreement and all related documents are executed by persons duly
authorized and bind the respective parties.

33.2) Execution and Implementation is not in violation of or in conflict with any

applicable Law/Regulation/permission/Entity's Constitution/ Agreements/ Decree.

34) SEVERABILITY:

In the event that any provision of this Agreement or these conditions or any one
of them are declared by any judicial or other competent authority to be void,
voidable, illegal or otherwise unenforceable or indications of the same are received
by either of the parties from any relevant competent authority, the parties will:

a) amend that provision in such reasonable manner as to achieve the intention

of the parties without illegality, or

b) at the discretion of the parties, such provision may be severed from this
Agreement.

c) The remaining provisions of this Agreement will remain in full force and
effect unless the parties decide that the effect of such declaration is to defeat the
original intention of the parties.

35) RULES OF INTERPRETATION:

Page 33 of 35
This Agreement will be interpreted in accordance with the settled canons of
interpretation of contracts subject to the following:-

a) Words importing one gender will be construed as importing any other

gender.

b) Words importing the singular include the plural and vice versa.

c) References to persons mean and include natural and artificial persons like
bodies corporate and vice versa.

d) Save where the context otherwise requires, all obligations given or

undertaken by more than one person in the same capacity are given or undertaken
by them jointly or severally.

e) The division of this Agreement into Clauses and Schedules and insertion of
headings in this Agreement are only for ease of reference and convenience and will
not impact the construction or interpretation of any provision of this Agreement.

f) The word agreement or development shall mean the Development or this

Development Agreement as the case may be.

36) COST OF THIS AGREEMENT AND CUSTODY:

The Second Party has borne the cost of stamp duty and registration charges paid on
this Agreement. This Agreement is prepared in Duplicate. The original shall be
with the Second Party and duplicate thereof shall be with the First Party.

37) FAR:

That the extent/measurement of the SCHEDULE PROPERTY is 5220 sq.ft and the
road leading to the SCHEDULE PROPERTY is measuring 30 feet and hence FAR
shall be obtained at the rate of 1.75 from the competent authority wherein the built
up area to be constructed on the SCHEDULE PROPERTY shall be calculated at

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9135 sq. ft and the Developers share in the built up area shall be 4567.5 sq. ft.
(50%).

SCHEDULE PROPERTY

All that piece and parcel of the the immovable property bearing Municipal
Corporation Nos. 42 & 42/1, Old No. 119/2, PID No. 1-1-42, situated at 1 st Main
Road, Jalahalli Village, Yeshawanthpura Hobli, Bangalore North Taluk, both sites
clubbed together is measuring East To West (120+112)/2 Feet and North To South
45 Feet, totally measuring 5220 sq. ft, now coming under the Administrative
Jurisdiction of BBMP, H.M.T. Ward No.1, and bounded on the:
EAST BY: ______________,
WEST BY: ______________,
NORTH BY: ______________,
SOUTH BY: _____________.
IN WITNESS WHEREOF, WE HAVE SET AND SUBSCRIBED OUR NAMES
AND SIGNATURES TO THIS GENERAL POWER OF ATTORNEY ON THE
DATE, MONTH AND YEAR FIRST ABOVE MENTIONED:-
OWNER DEVELOPER

WITNESSES:

1. 2.

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