AGREEMENT

THIS AGREEMENT executed at ____________ on this __________ day of

________________ by & between.

M/S. MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD., a company

incorporated and registered under the provisions of the companies Act,
1956 having its registered office at Gateway Building, Apollo Bunder,
Mumbai 400 001. (Here in after for the sake of brevity referred to as
"MMFSL". Which expression shall unless repugnant to the meaning and
context herein, mean and include its successors and assigns).

AND

M/S. SANJEEV ROY ASSOCIATES , a Partnership Firm having Shri BOBBILI

HARIKRISHNA REDDY AS Managing Partner locating at Shop No 273, Padma Jyothi
Commercial Complex, Ramagiri Nalgonda-508001.
Here in after referred to as the "CONTRACTOR" (Which expression shall
unless repugnant to the meaning or context herein, mean and include its
heirs, executors, successors and assigns).

WHEREAS, MMFSL is a nonbanking financial company engaged mainly in

the business of leasing and hire purchase of equipment/Products (Here in
after for the sale of brevity referred to as "PROPERTY").

AND WHEREAS, MMFSL has in course of its business activity let out on hire
purchase / leased to its various customers Property from time to time
under the terms and conditions stipulated in the agreement/s of Lease /
Hire Purchase entered into with such Customers;

AND WHEREAS, as per the terms and conditions of the Agreement/s, in the
event of any default (as defined here under) by the Customer in honoring
any of the terms and conditions of the agreement, MMFSL is legally entitled
to take possession of the Property from the defaulting Customer;

AND WHEREAS, the Contractqr has represented itself to be engaged in the

business of taking possession of various
vehicles/equipments/products/assets/monies from defaulting Customers
on behalf of various finance Companies, Banks , Firms , etc., in accordance
with law;

AND WHEREAS, on the contractor has approached MMFSL, the Contractor

has approached MMFSL and has offered its / his services for recovery of
possession of the property of MMFSL given on Hire Purchase/ Lease/ Loan
to its Customers;

NOW THIS AGREEMENT WITNESSEETH AS UNDER:

1. DEFENITIONS:
Unless otherwise required or repugnant to the context, the following
terms shall have the meaning assigned to them are under:

a) Customer: Means the person, firm, body corporate, etc. With

whom MMFSL has entered into a lease, hire purchase, finance, loan or any
other agreement under which they are entitled to recover possession of
the property.

b) Default: Means delay and/or nonpayment by a customer of dues,

installment, lease rental, hire charges interest or any other amount which
has become due and payable to MMFSL from such customer or relates to
any breach or violation of any of the terms and/ or conditions of the
agreement executed by MMFSL with the customer.
2. ENGAGEMENT:
MMFSL hereby engages the services of the Contractor for
repossession of the Property from the Customers who are in default and
delivering the same back to MMFSL.

3. CONSIDERATION:
In consideration of the services provided by the Contractor and
subject to the observance and performance of the terms and conditions of
the Agreement, Mere particularly Clause (4) MMFSL shall pay the following
consideration to the Contractor.

if vehicle
Product released back
to customer
Two — Wheeler 2000
Three — Wheeler
(M&M,Bajaj,APE all 4000
Models)
SUV & MUV ( Scorpio,
Bolero,Innova,Safari 8000
etc.,)
FES — ( All Tractors ) 8000
HCV & CV — ( All
15000
Manufacturers )
Pick up / LCV — ( TATA
ACE, MAXIMO ,
5000
VENTURE / MMT / BMT
& PICKUPS )
LCV — ( EICHER ,
SWARM MAZDA & 10000
MAHINDRA School Bus)
LMV - ( All Cars ) 8000

It is expressly agreed and understood by the contractor that the decision

whether to sell the property to a third party or release the same to the
customer after repossession shall always vest solely and absolutely with
MMFSL.

In case of repossession of property pursuant to court order, repossession

charges @ __________shall be paid by MMFSL to the Contractor. All other
expenses, costs or charges for recovery property except as specifically
provided here in or agreed to be paid by MMFSL in writing, shall be borne
by the Contractor.
4. OBLIGATIONS OF THE CONTRACTOR:

The Contractor shall act only upon written notice from

MMFSL. The procedure for repossession to be followed by the contractor
shall be in accordance with law and the Contractor shall both prior to and
consequent to repossession inform the jurisdictional Police Station of the
same. The agreement does not entitle and/or empower the Contractor to
use any violent and illegal methods for repossessing the Property.

On repossession, the Contractor shall immediately prepare an inventory of

the equipment/product/goods/items/articles etc. Lying in the Property and
the fixtures, accessories fitted in/with the property and obtains the
signature of the driver/defaulter and also of two independent witnesses
along with their names and addresses.

On repossession the Contractor shall inform the local police station of the
repossession and submit a copy of the Inventory to the police station and
obtain an acknowledgement of the same. The letters of the pre and post
intimation to the Police Station shall be prepared and issued by the
Company to the Contractor for the purpose of submission to the concerned
Police Station/s. He shall forward the same to MMFSL to be kept as a part
of their record.

The contractor shall within 24 hours of repossession deliver the property to

MMFSL at the stipulated place, in the same condition as it was at the time of
repossession along with all the items, articles, accessories, goods etc.,
mentioned in the Inventory

No employee/representative of MMFSL shall be required to accompany the

Contractor at the time of repossession unless expressly agreed to my
MMFSL. It is expressly agreed and understood that in such event, the mere
presence of the employee/representative of MMFSL shall not be construed
to mean that the activity of repossession is being carried out under the
supervision or control of MMFSL. It is expressly understood that the
employee of MMFSL if at all present shall only identify the customer and/or
property, as the case may be.

The Contractor shall be solely responsible and accountable for the conduct
and supervision of its employee/agent/servant etc., or any person acting on
express/implied authority or in association with or under instructions of
Contractor.

It is expressly agreed between the parties that the repossession charges

agreed to here in above shall be paid by MMFSL to the contractor only
upon receiving delivery of the repossessed property.
It is further expressly agreed by the parties that in the event of failure of
the Contractor properly observing/performing any of the terms and
conditions of in the event any legal proceeding is initiated against MMFSL
in relation to repossession by the Contractor, the same will be defended by
MMFSL and in the event the Contractor is found to be guilty of any action
against the law, the Contractor will solely be responsible for the cost and
consequences thereof and shall keep MMFSL indemnified of all action (civil
or criminal) if any taken against MMFSL by the concerned authorities and I
or customers.

5. INDEMNITY:

The Contractor hereby agrees to indemnify and hold harmless MMFSL, its
Directors, employees, servants, against all direct and/or indirect
consequences / claims / actions / suits / damages / prosecutions resulting
out of or in relation to.

a) Any nonobservance and/or breach of the terms of the Agreement; or

violation or breach of any law, rule, regulation or guideline which is
in relation to any of the activity of the Contractor.

b) Conduct/misconduct/action or inaction on part of any employee,

agent, associate, partner, servant or any person acting on express or
Implied authority or in association with or under instructions of the
Contractor including any appointment made pursuant to clause -7 below

The Contractor hereby acknowledges that MMFSL is not and will not in any
manner be liable for the manner of execution of its obligations by the
Contractor and the Contractor will be solely and absolutely liable for the
same.
The employee, agent associate, partner, servant or any person acting on
express or implied authority or in association with or under instructions of
the Contractor including any appointment made pursuant to Clause 7
below, shall in no event to treated or deemed to be the agents, employees
or servants of MMFSL and will be for all purposes, including for discharging
any liability whatsoever, be deemed to be employees of the Contractor.

6. CONDUCT AND CONFIDENTIALITY:

The Contractor agrees and undertakes to take and adopt all

necessary measures and procedures to ensure and maintain complete
confidentiality in respect of the details or information or data provided to it
by MMFSL, and shall follow such other directions and conditions notified or
instructed by MMFSL. The obligation hereunder will bind the employees of
the Contractor. This obligation shall survive the termination of this
agreement.

The Contractor shall not disclose information about any repossession

or the details of the Customers of MMFSL to any person other than the duly
authorized representatives of MMFSL.
 The Contractor shall repossess the Property in a lawful manner and in
a manner, which shall not be prejudicial to the business interest, name or
goodwill of MMFSL.

7. NATURE OR RELATIONSHIP:

The Contractor shall use its/his own discretion as to the time, place
and manner of repossession of the Property. MMFSL shall only inform the
Contractor about the details of the property and thereafter all further
action, decision shall be, taken by the contractor only, subject to this
agreement, as its own discretion.

The Contractor shall be free to recover the dues of other finance

companies and repossess the equipment and /or vehicles etc., for them
subject to the condition that it should not be prejudicial to or conflict with
the interest of MMFSL. 'In the event of conflict of interest between MMFSL
and other party with whom the Contractor has entered into similar
transaction, the Contractor shall immediately inform MMFSL and ensure
that the interest of MMFSL is not compromised or affected, in any manner.
In such event, the Contractor verily agrees that the interest of MMFSL shall
take priority over the interest of others. MMFSL shall also be entitled to
engage the services of any other person, firm, company etc. Other than that
of the Contractor for repossession of Property for any part or for the whole
of India.

8. TENURE OF AGREEMENT:

Subject to Clause 10, this Agreement shall be in force for a period of

one year commencing from ________________and ending on
______________and thereafter can be renewed at the sole and
absolute discretion and upon the terms as deemed fit by MMFSL.

9. NOTICE:

Any notice given pursuant to this Agreement shall be deemed to

have been validly served fourteen days from the date of posting, if sent by
prepaid, registered or recorded delivery to the other party to be served at
its above mentioned address or such other address as it may from time to
time have communicated to the other as its address for service.

10. TERMINATION:

Not with standing anything to the contrary contained herein, in the

event of breach or default of any of the terms and conditions committed by
either party, the Agreement in terms of these presents may be terminated
by, the other non defaulting party by giving prior notice of 7 days.
 Not with standing anything contained herein, MMFSL will be entitled
to terminate this Agreement by giving a prior written notice of 7 days,
without assigning any reasons or incurring any liability.

Not with standing any termination/expiry of this Agreement

obligations incurred by parties shall survive till discharged.

Obligations under Clause 6 imposed on the Contractor shall

survive the termination/ expiry of this Agreement.

11. ASSIGMNET:

The Contractor shall not assign its rights and obligations under
this Agreement in part or in whole, to any other person without the
prior written consent of MMFSL

12. ARBITRATION:

In the event of any dispute or difference between the parties here

to arising during the currency or after the completion or termination of
this Agreement, in regard to any matter or thing of what so ever
nature arising out of this Agreement or in connection therewith,
then the same shall be referred to the Sole Arbitration of an arbitrator who
shall be appointed by MMFSL. The Contractor shall not have any
dispute relating to appointment of such Sole Arbitration for any reason
whatsoever. The Arbitration and Conciliation Act, 1996. The decision
of Sole Arbitrator shall be final and binding on both parties whether on
questions of law or of fact. The venue of arbitration shall be at Mumbai.

13. JURISDICTION:

All disputes, controversies or claims arising out of or relating to this

Agreement shall be subject to the jurisdiction of the Court of Mumbai only.

IN WITNESS WHEREOF THE PARTIES TO THESE PRESENTS HAVE PUT THEIR

SINGATURES ON THE DAY, MONTH AND YEAR HERE IN ABOVE MENTIONED.

FOR MMFSL FOR CONTRACTOR