LEASE AGREEMENT

THIS LEASE AGREEMENT is made this _____ day of ____________-

BETWEEN

ABC a company incorporated under the Companies Act 1956 having its Registered Office at
_____________________(hereinafter called "the Lessor") whlch expression shall, unless
repugnant to the subject or context thereof include its successors and assigns of the one part:

AND

DEF, a company having its Registered Office at ________________(hereinafter called "the

Lessee" whichexpression shall, unless repugnant to the subject or context thereof include
itssuccessors and assigns of the other part.

WHEREAS the Lessor at the request of the Lesseehas acquired/purchased/agreed to

acquire/purchase the equipment more fully described in Schedule 1 hereunder (hereinafter referred
to as the said Equipment) for Leasing the same to the Lesseeupon and subject to the terms and
conditions hereinafter appearing;

AND WHEREAS the Lessee has offered to take on lease the equipment so acquired by the Lessor;
and the Lessor has agreed to lease out the said Equipment to the Lessee on the terms and
conditions contained herein;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for and in consideration of the
mutual covenants and promises hereinafter set forth the parties hereto agree as follows;

1. DEFINITIONS

In this Agreement, unless the context otherwise so requires, the following expressions shall have
the following meanings, viz:

1.1 "Agreement"

"This Agreement" or "these presents" shall mean this Agreement.

1.2 "Clause"

"Clause" shall mean clause of this Agreement, and accordingly the word "Sub-
Clause" shall mean sub-clause of a clause of this Agreement.

1.3 "Commencement Date"

The commencement date shall be such date as may be specified in Schedule 1

hereunder written.

1.4 "Equipment"

The Equipment described in Schedule 1 to this Agreement acquired/

purchased/imported by the Lessor, at the request of the lessee, from the Supplier
named in the Schedule and leased to the Lessee and includes any individual
items comprised in the equipment and all alterations, replacements and/or
additions to the equipment or any item or part thereof during the period of this
Agreement, and until the Equipment is returned to the Lessor in pursuance
hereof ;

1.5 "Fixed Period"

The fixed period of the lease as defined in Schedule 1 which is non-cancellable

 by the Lessee and/or the Lessor except as provided herein.

1.6 "Lease Rentals"

Lease Rentals shall mean the lease rent to be paid by the Lessee to the Lessor
and shall include any increase in the rentals as provided herein.

1.7 "Person"

Includes any person (natural or juridical) partnership firm and body corporate.

1.8 "Schedule"

The Schedule or Schedules which may now/or from time to time be incorporated
hereunder as an integral part of this Agreement.

2. TERMS OF LEASE

2.1 The Lessor hereby gives on lease and the Lessee hereby takes on lease the equipment
for the fixed period from the commencement date subject to the terms, conditions,
covenants and stipulations contained herein and in Schedule. 1 hereunder written. The
Lessee shall have an option to renew the lease as provided hereinafter.

2.2.1 The Lessee shall pay to the Lessor lease rentals mentioned in Schedule 1 subject to
any variation as stated in clause 4.19 and 4.20 punctually and without any deduction at
New Delhi or such other place as the Lessor may specify.

2.2.1(a)lf, in terms of the Purchase Order(s) the Lessor makes any advance and/or other
payments towards the purchase of the Equipment and the Manufacturer fails to deliver
the Equipment to the Lessor by the stipulated date or such extended date as may be
agreed to by the Lessor, the Lessee shall make payment to the Lessor of the advance
and/or other payments that may be made by the Lessor to the Manufacturer as also all
costs, charges and expenses whatsoever paid/incurred by the Lessor towards the purchase
of the Equipment together with compensatory finance charges in respect thereof
immediately following the date of demand by the Lessor. Further finance charges shall
also be payable on the amount disbursed from the date of disbursement to the date of
capitalisation of the Assets.

Such compensatory finance charges shall be payable @ 2.25% per month calculated from
the date of payment or incurring of costs, charges and expenses by the Lessor upto the
payment thereof by the Lessee.

The Lessee also agrees and undertakes to indemnify the Lessor at all times against all
losses and damages which the Lessor may suffer on account of delay, short delivery or
non-delivery of the Equipment by the Manufacturer.

A statement signed by an Officer of the Lessor certifying the abovementioned amounts of

payment(s), compensatory finance charges in respect thereof at the aforesaid rates, and
any loss or damage incurred or sustained by the Lessor shall be final and binding on the
Lessee.

2.2.2 The Lessee shall pay the instalments of rentals regularly and punctually, without
any deduction or abatement, and the Lessee agrees that this obligation absolute in all
circumstances generally and specifically is without any reference to the state, description,
use or performance of the Equipment.

2.2.3 Without affecting the Lessee's obligation to pay the rental for fixed period and in
addition to the right of the Lessor specified in clause B hereof, any arrears of rentals
payable hereunder shall be increased by the sum for the overdue period as per Clause
10.1 hereof.
2.2.4 The Lessor may require the Lessee either at the inception of the lease or at any time
thereafter to give to the Lessor any cheques, promissory notes or any other acceptable
instrumets shall be deemed to have been given for adequate consideration already
received by the Lessee and shall not absolve the Lessee from his liability to pay the said
sums hereunder until the cheque, note or other instrument is duly realised.

2.2.5 In the event of any cheque, note or other instrument given by the Lessee in payment
of any of the sums payable hereunder being returned unpaid by the drawee of such
cheque, note or other instrument, the Lessor shall be entitled to levy on the Lessee as
penal charge a sum of Rs.______ for each such return, without any prejudice to taking
such other action against the Lessee as may be available under the relevant law or under
this agreement.

2.2.6 The Lessee shall pay to the Lessor, at the inception of the lease the sum mentioned
in Schedule 1 hereunder as and by way of Security Deposit to ensure due compliance by
the Lessee with the terms and conditions of this lease including the return of the
Equipment at the end of the lease period. The said Deposit shall be refundable at the end
of the lease, with/without interest as mentioned in the said Schedule, provided the Lessee
is not in default under any of the terms and conditions of this lease. From the amount to
be so refunded, the Lessor shall be entitled to make the following deductions :

(a) Where any sum, which is ascertainable at the time of such refund, has
become due to be paid by the Lessee to the Lessor as per this Agreement,
including any sum deemed to be unpaid under Clause 10,1, the said amount ;

(b) Where any sum has become payable by the Lessee to the Lessor the exact
whereof is not ascertainable at the time of such refund, and estimated amount on
account thereof, including interest, if any ;

(c) Where, in view of the continuing indemnities provided by the Lessee

hereunder or for any other reason, it is likely that any liability on the Lessee
hereunder shall arise in future, the Lessor may retain such part of the deposit as
he thinks is necessasry to take care of such liability, and continue paying interest
if any on the sum so retained as per the terms contained in Schedule 1
hereunder. The part so retained shall be adjustable against the liability for which
it was retained, or any other liability of the Lessee to the extent the same
remains unsatisfied, and the balance shall be refundable to the Lessee after all
such apprehended liabilities have been fully satisfied:

2.2.7The Lessee shall-after inception of the lease place the documents/

properties/certificates mentioned in Schedule 1 hereunder as and by way of collateral
security with Lessor to ensure due compliance by the lessee with the terms and conditions
of the lease including the return of the equipment at the end of the lease period and
thereupon, the Lessor shall be deemed to be holding beneficial interest in the
properties/interest in properties represented by the documents/certficates lodged with the
the Lessor, where the Lessor shall hold, until complete satisfaction of the lease. During
the terms of the lease, the Lessee shall not transfer encumber or in any way affect the
Lessor's beneficial interest in the ' properties referred to herein.

2.3.1 Upon termination of this Agreement by efflux of time or otherwise under this
agreement, the Lessee shall, on its own without demand and at its own cost and expenses,
forthwith deliver to the lessor the equipment, at such time and place as may be directed
by the Lessor, in good repair, order and condition (subject to normal whear and tear).

2.3.2 In the event of the Lessee not so returning the equipment within a period of 15 days
from the date of termination, the Lessee shall be deemed to be in unauthorised possession
of the equipment, and in the event of the Lessee not returning the equipment within 15
days of a written demand by the Lessor, the Lessee shall be deemed to have
misappropriated the equipment, and shall be liable for the offence mentioned in Section
403 of the Indian Penal Code, besides such other action or consequences as may lie
against the Lessee under the law or under this agreement.
 2.3.3 It is expressly understood by the lessee, that the use of the equipment is the very
essence of this agreement, and accordingly, the ;Lessee shall have no right to call in
question any right of the Lessor or any liability of the Lessee or to seek justice or
redressal for any of the differences or disputes as between the parties, unless the lLessee
first abstains itself and anyone under its instruction or authority from the possession or
use of the equipment and fulfils its obligation under this Clause.

2.4 The lessor may assign, hypothecate or create any lien upon or in any other manner
encumber the equipment, this lease or any interest therein in favour of the Lessor's Bank
or any other financier or creditor, or may assign or transfer to any person receivables or
any interest in the lease or any part thereof, and the consent of the lessee to such
assignment, hypothecation, encumbrance or transfer is hereby given and any notice to the
Lessee here by waived by the lessee. In case the Lessor has obtained part-finance against
the Equipment from the Bank, the Lessee does hereby agree to:

i) assignment of all or any part of the lease rentals in favour of the Bank, and to
make payment of such lease rentals directly to the Bank;

ii) such other terms and conditions as the Lessor may agree with the Bank,
including the power of the Bank to cause an inspection of the equipment to be
made at any time and from time to time during business hours on any working
day.

2.5 The Equipment shall be delivered by the Supplier/ manufacturer to the Lesseeor to
the Lessor or to any agent or either of them as the case may be, as may be instructed by
the Lessor, and it is hereby agreed that the entire risk, cost or any outgoing pertaining to
the delivery shall vest with the lessee. Any advance made by the Lessor to the supplier
pending the commencement of the lease shall be deemed to be have been advanced on
the lessee's behalf as an accomodation of the Lessee by the Lessor, , carrying such
financial costs as may be stipulated by the Lessor. The Lessor makes no representation as
to the time taken in delivery of the equipment, and the Lessee must ensure that the
equipment is delivered by the supplier within such time as may be stipulated by the
Lessor. Any failure on the part of the Lessee in ensuring such delivery, even if such
failure be for reasons not within the lessee's control shall entitle the Lessor to treat the
agreement of lease revoked, and recover from the Lessee the amount advanced to the
supplier together with the financial costs referred to above.

3. LESSEE'S INITIAL COVENANTS

3.1 The Lessor affirms and declares that the Lessor has purchased/ acquired/shall
purchase/acquire the equipment for the purpose of its lease hereunder to the lessee, and
subject to compliance by the Lessee of the initial covenants herein and unless the Lessee
refuses to take the same on lease, or any material adverse information about the Lessee
comes to the Lessor's knowledge subsequent to the lease or for any other reason the
Lessor apprehends that the Lessee shall not be in a position to comply with any of the
terms and conditions herein, the Lessor shall not, after purchase or acquisition of the
equipment, divert the equipment for any other use;

Provided that nothing in this clause shall apply in case of termination of the lease under
this agreement.

3.2 The Lessee affirms and declares that the equipment has been purchased/acquired for
effective use by the Lessee and the lessee covenants that :

3.2.1 The execution of this agreement and the use and the operation of the equipment by
the Lessee will not -

i) Contravene any provision of any statute, rule and regulation which the Lessee
is subject to and the lessee's Memorandum and Articles of
Association/Partnership Agreement/Byelaws.
 ii) Result in any breach of any agreement or arrangement to which the Lessee is
a party ;

3.2.2 The Lessee has obtained all consents, licences, approval etc. as are necessary for or
in connection with the execution, validity and enforceability of this agreement and for the
import, storage, installation, use and operation of the equipment and undertakes to keep
them effective and in force during the period of this Agreement and carry out all such
tests or inspections as may be required statutorily or otherwise till the equipment is
delivered back to the Lessor in good order and condition;

3.2.3 The Lessee undertakes to abide by all the conditions of any licence permit or other
rule applicable to the lessee's business or to the equipment.

4. LESSEE' CONTINUING COVENANTS

During the tenure of this lease and till the equipment is delivered back to the Lessor in good order
and condition, the Lessee shall :

4.1 Keep the equipment, at all times in its possession and control at its plant or premises
specified in Schedule 1 and not remove the same there from without the prior written
permission of the Lessor.

4.2 Affix a name plate or other mark on the equipment identifying the sole and exclusive
ownership thereof of the Lessor and not allow or permit the same to be removed or
defaced.

4.3 Not affix or cause to be affixed, permanently, the equipment to any immovable
property.

4.4 Hold the equipment the bailee of the Lessor and not claim any right, title or interest in
the equipment other than that of a Lessee or contest the Lessor's sole and exclusive
ownership thereof.

4.5 Use and operate the equipment carefully in the same way as would have been the case
with the Lessee's owned equipment, and maintain the same in good working condition
and repair at its own cost and expenses and comply with all statutory and other
requirements of law, rules, regulations and directions applicable to the storage of
installation or governing use and operation of the equipment and not to do or allow to be
done any act or thing by which the warranties and performance guarantees given by the
manufacturer would be invalidated or become unenforceable, wholly or partly, and not to
do any act nor omit to do anything whereby the value of the equipment be reduced or
depleted.

4.6 Punctually and duly pay or cause to be paid all rates, taxes, licence fees, surcharges,
registration charges and other outgoings payable in respect of the equipment or the
storage, installation, use or operation thereof or of the premises where the same is kept or
used and on demand produce, to the Lessor all receipts and other evidence of such
payment.

4.7 Insure the Equipment, in the joint names of the Lessor and the Lessee with the
Lessor's name as the owner and the Lessor's or the Bank's name as the loss payee as per
the instruction given for its full replacement value, with such insurance company as may
be approved by the Lessor, against all such risks including third party risks as may be
customary having regard to the equipment or the nature of the lessee's business or as the
Lessor may require and pay all insurance premia and renew the insurance policies, from
time to time and hand over the original insurance policies and premia receipts to the
Lessor immediately but not later than 15 days after the date of taking such policy or
paying such premium as the case may be and maintain such insurance in full effect and
not do or omit to do or be done or permit or suffer any act, deed of thing which might or
could prejudicialy vitiate or affect any such insurance.
4.8 In the event of any claim arising under any such insurance give to the Lessor
immediate written intimation thereof and comply with all instructions of the Lessor in
connection therewith and take all steps, action and proceedings as may be necessary and
if so required by the Lessor, take action to receive any monies payable in respect thereof
for and on behalf of and in trust for the Lessor and hand over the same to the Lessor
immediately upon receipt thereof without claiming any part thereof on any account
whatsoever and generally give effectual receipt and discharge and act for and on behalf of
the Lessor, for the benefit and in trust for the fessor and as the Lessor and as the Lessor
may direct.

4.9 Notwithstanding anything contained in clause 4.8 above, the Lessor may at its option
agree that any insurance proceeds received under the said insurance shall be applied at
the option of the Lessor :

i) In making good the damage; or

ii) In replacing the equipment or any items thereof by other similar equipment or
item to which the terms of this agreement shall apply.

Provided that in the event of irreparable loss or damage to the equipment as a whole, the
Lessor shall be entitled to terminate this Agreement and to retain any insurance proceeds
received by the Lessor in respect thereof.

Without prejudice to the aforesaid right of the Lessor, in the event of such termination,
the Lessor shall also be entitled to recover from the Lessee who shall be liable to pay to
the Lessor all sums set out in clause 8.2 hereof.

4.10 In the event of failure on the part of Lessee to insure the equipment or to pay the
insurance premia as above, agree that the Lessor may ensure the equipment and/or pay
the insurance premia as above and shall forthwith oh receipt of a notice of demand from
the Lessor reimburse all sums so paid by it together with any sum as provided in clause
10.1 hereof.

4.11 Permit the Lessor or any person authorised by the Lessor at all reasonable times
(immediately in case of an emergency) to inspect, view and examine the state and
condition of the equipment and for the purpose permit entry in the premises where the
equipment is used, stored or lying and bear the cost of such inspection and out of pocket
expenses of any such person authorised by the Lessor and pay the same to the Lessor on
receipt of a notice of demand in this behalf together with interest as provided in clause
10,1 hereof.

4.12 Not transfer, assign or otherwise dispose off or purport to transfer, assign or dispose
off the lessee's right or obligation or interest hereunder by way , of mortgage, charges,
sub-lease, sale or other assignment, hypothecation, pledge, hire, encumbrance,
conducting arrangement, licence or otherwise in any manner part with the possession of
the equipment or any part thereof or allow or purport to allow or create any lien, charge
attachment or other claim of whatever nature on the equipment or anypart thereof.

4.13 Not make any alteration, addition or improvement to the equipment or change the
condition thereof without the prior written consent of the Lessor and all such additions,
improvements and attachment of any nature whatsoever, when made to the equipment by
Lessee(whether at its own cost or not and whether with or without the approval of the
Lessor) shall belong to the Lessor and be deemed to be part of the equipment and shall be
subject to the terms and conditions of this Agreement.

4.14 Indemnify and keep indemnified the Lessor, at all times, against any loss or seizure
of the equipment under distress, execution or other legal process or loss or destruction or
damage to the equipment by fire, accident or any other cause, from any claim or demand
arising out of the import, storage, installation, use or operation of the equipment or any
risk or liability for death or loss of life or limb of any person whether employee of the
Lesseeor of third party or not or injury or damage to any equipment or any property of
the Lessee or of any third party and hold the Lessor harmless against all losses, damages,
claims, penalties, expenses, suits or proceeding of whatsoever nature made, suffered or
incurred consequent thereupon and for this purpose take out such workmen's
compensation/third party insurance cover as may be necessary, customary or in practice
in the business carried on by the Lesseeor as may be directed by the Lessor in that behalf.

4.15 Not to sell, mortgage, charge, demise, sub-let or otherwise dispose of : any land or
building on or in which the equipment is stored, installed, used or operated or enter into
any agreement or arrangement to do any of the aforesaid acts without prior approval in
writing of the Lessor. The Lessee shall in any event ensure by giving such notices as may
be necessary that such sale, mortgage, charge, demise, sub-letting or other disposition as
the case may be is subject to the rights of the Lessor as the owner of the equipment and to
repossess the equipment at any time (whether or not the same or any part thereof shall
have become affixed to the said land or buildings) and for that purpose to enter upon such
land or building and reclaim and repossess the equipment lying thereat. The Lessee shall
obtain declaration/undertaking containing "no lien/charge" over the equipment and
recognising the right and access of the Lessor to the equipment, from such transferees.

4.16 Obtain and keep effective all necessary licences, permissions and consents from the
approriate authority for the storage, installation, use and operation of the equipment and
furnish the same to the Lessor on demand and comply with all the conditions imposed
therein.

4.17 On demand pay to the Lessor all costs, charges and expense incurred by the Lessor
in connection with the equipment or the preservation, protection or enforcement of the
Lessor's rights or of retaking or repossessing of the equipment with interest as provided
in clause 10.1 or any other expense incurred by the Lessor on the understanding that the
lease hereunder is a financial lease and the parties have agreed to leave the Lessor free
from all costs except financial costs on the purchase of the equipment.

4.18 Furnish to the Lessor its audited Balance Sheet and Profit and Loss Account
simultaneously with the issuance thereof to the shareholders of the Lessee and such other
information as may be required by the Lessor from time to time including certificates as
to the state of the equipment or its manner of accounting, upkeep or use by the Lessee.

4.19 The Lessee irrevocably agrees that the lease rentals are liable to variation based on
the increase/decrease in the bank lending rates to the Lessor. The Lessee hereby agrees
that the rentals specified herein shall stand increased by such an amount as would leave
to the Lessor an implicit rate of pre-tax return increased by the same amount as the
interest rate for the period after such increase is effective. Furthermore, the notice, given
by the Lessor, increasing/decreasing the lease rentals based on such calculation shall be
deemed to be correct and the Lesseeshall not dispute the amount.

4.20 The Lessee further agrees that the lease rentals hereunder are based on the
assumption that the Lessor shall be entitled to claim depreciation at the rate specified in
Schedule 1 for the whole of the period of the lease starting from the year of
commencement of the lease. Should the Lessor not be able to claim the said benefit on
account of any change in law or rules or for any act or omission of the Lesseeor for any
other reason either for the whole or any part of the lease period at those rates, the lease
rentals specified in the Schedule shall stand altered so as to compensate the Lessor for the
loss in the tax benefits thereby and maintain the post-tax implicit rate of return to the
Lessor as would have been available to the Lessor had the depreciation allowance been
granted as stipulated in Schedule 1, all factors other than the depreciation allowance
being kept constant for that purpose. In case of above the rentals in that year or any
subsequent year(s) shall accordingly be adjusted to compensate the depreciation benefit
lost and past dated charges for lease rentals shall be replaced accordingly.

4.21 The Lessee guarantees that the equipment shall be maintained in such a position and
its use shall be so monitored so as to ensure to the Lessor that the Equipment has as the
end of the lease period a minimum residual value as mentioned in the Schedule 1.
 4.22 In case the Equipment be a motor vehicle within the meaning of the Motor Vehicles
Act, 1988, the Lessee shall comply/ensure compliance with the further conditions
mentioned in Schedule II hereunder.

5. ACCEPTANCE OF THE EQUIPMENT

5.1 The delivery of the Equipment shall be taken by the Lessee at such place as the
parties may mutually agree and the Lessee shall issue a certificate of having received the
delivery of the Equipment.

5.1.1 By accepting the equipment by the Lessee(deemed or authorised), the Lessee shall
be deemed to have examined the Equipment and to have found it complete, in proper
order and condition and entirely fit for its purpose and the Lesseedoes not and will not, at
any time, have any claim against the Lessor in respect of or arising out of the Equipment.

5.2 The, Lessor shall not be responsible for any direct, indirect or consequential loss, to
the Lesseeor third party arising from any delay in delivery and/or installation of the
Equipment either by the action of the Manufacturer or otherwise howsoever. The Lessor
will not be liable or responsible for any damage of the Equipment either before or in the
process of the delivery.

6. LESSEE'S CONFIRMATION OF COST, QUALITY, ETC.

6.1 The Lesseealone, as an agent of the Lessor, shall be responsible for obtaining timely
delivery of the Equipment and also for obtaining all the necessary clearance, statutory or
otherwise, required for obtaining such delivery.

6.2 The Equipment is of the required size, design, capacity, and manufacture,suitable for
its purpose and is selected by the Lesseerelying entirely on itsown judgement and not on
any statement or representations made by theLessor or its agent or servants.

6.3 The Iessor has bought the Equipment on a specific requisition from the Lesseeand for
the purpose of lease to the lessee, and for no other purpose, and the actual cost of the
Equipment has been negotiated and as certained by the lessee, which the Lessor has
paid/shall pay at the lessee's instruction.

Provided that where for the whole or any part of the Equipment, the Lesseehimself is the
supplier/manufacturer, the Lesseeaffirms that the cost of the Equipment to the Lessor is
the fair market price of the Equipment in an arms length transaction, and that in the event
of it being established at any time in future that the cost to the Lessor is more than such
fair market value, the Lessor may, at his sole discretion, have either of the following
recourses against the Lessee:

(a) If the fair value of the equipment or part thereof supplied by the Lesseeis
substantially less than the cost of the equipment to the Lessor, the Lessor may
treat this agreement as having been entered with a basic mistake of fact and with
misrepresentation by the lessee, and may proceed to treat the lease as
terminated, and forthwith demand upon the Lesseeto pay up all the sums
referred to in Clause 8.2 hereof, along with any other or further damages that the
Lessor might have sufferred as a result of the misrepresentation, including any
loss of tax benefits and all the consequences arising therefrom ;

(b) the Lessor may treat the lease to have been terminated to the extent the cost
of the equipment or the part thereof supplied by the Lesseeexceeds the fair value
of asset so established, and ask the Lesseeto immediately pay up the lease
rentals proportionate to such excess discounted at the rate mentioned in Clause
8.2 hereof, along with any other or further damages that the Lessor might have
sufferred as a result of the misrepresentation, including any loss of tax benefits
and all the consequences arising therefrom ;

(c) the Lessor may claim appropriate damages, by revision of rentals or

 otherwise and/or security deposit to cover himself to the extent of such excess,
and continue the lease in its status quo ante.

6.4 The Lessor is not the manufacturer or dealer of the Equipment. The Equipment so
purchased by the Lessor has been selected and approved by the Lessee.

6.5 The Lessor has not any time made nor does it hereby make anyrepresentation or
warranty whatsoever with respect to the merchantability,quality, conditions, durability,
suitability or fitness for the purpose of use,operation or performance of the Equipment.

6.6 The Lessor hereby disclaims any liability on any account pertaining to the qulity,
fitness or suitability of the Equipment to the Lesseeand in order to give effect to the
warranties, indemnities, guaranties or other facilities provided by the manufacturer, the
Lessor hereby appoints the Lesseeas its agent but the Lesseeshall not have claim against
the Lessor in the event of the manufacturer not providing to the Lessee the benefit of
anysuch warranty, indemnity, guarantee or other facility.

6.7 All indemnities contained under this agreement shall survive the termination of the
agreement or expiry of the lease as the case may be.

7. IMPORTS, TAXES AND OTHER CHARGES

The Lesee shall during the period of this Agreement and till the Equipment is delivered
back to the Lessor in good working order and conditions, bear all imports charges and
other duties, taxes and penalties as may be levied from time to time by the Government
or any other authority pertaining to or in respect of this equipment and/or agreement, the
acquisition of the Equipment (including purchase tax or differential tax or other sums in
case the Lessor has furnished any declaration form in respect of such purchase for
concessional rate of tax), any incremental duty or other tax payable with reference to the
purchase or acquisition of the Equipment or this transaction. Further, the Lessee shall
reimburse to the Lessor all taxes, duties or other sums imposed now or hereafter, on the
Equipment this transaction or the rentals hereunder, including sales-tax, and where the
Lessor has not paid the same under an honest belief formed under competent advice that
the same is not payable, the Lessee shall also reimburse to the Lessor the interest or
penalty payable in respect of the same. The Lesseeagrees to pay these sums, whether the
sums are ascertained during or after the termination of this lease immediately on demand
by the Lessor.

8. TERMINATION

8.1 On the occurance of any events specified below, the Lessor shall be entitled, without
prejudice to any other right or remedy which the Lessor may have under this Agreement
or otherwise in law and notwithstanding any subsequent acceptance of rentals, to
terminate this lease, without any notice(except as specified on 8.1.2 hereof) at any time
after the occurance of such event.

8.1.1 If the Lesseefails to pay the rentals on the dates and in the manner stipulated in
Schedule 1 or other monies payable hereunder within ten "days of their becoming due,
whether demanded or not, or if a cheque, bill, promissory note or other instrument issued
made, drawn or accepted by the Lesseefor discharge of the lease rentals is returned
unpaid, for any reason, when presented for payment.

8.1.2 If the Lesseefails or neglects to observe or perform or commits or allows to be

committed a breach of any of the terms, conditions, provisions, or stipulations of this
agreement on its part to be observed and performed (other than failure to pay any sum
hereunder when due and payable) and if such breach is remediable, fails to remedy the
same within fourteen days of notice by the Lessor specifying such default and requiring
such default to be remedied.

8.1.3 If the Lesseefails or neglets to observe or perform or commits or allows to be

committed a breach of any of the terms, conditions, or regulations in respect of the use,
storage, operation or keeping of the Equipment imposed by any authority or by the
manufacturer.

8.1.4 If any representation or warranty made or deemed to be made by the Lesseein or

pursuant to this Agreement is or proves to have been incorrect in any material respect or
the particulars supplied by the Lesseeabout itself or about the supplier or the Equipment
are found to be incorrect.

8.1.5 If the Lesseepasses any resolution for winding up or allows a petition for winding
up presented against it or if a receiver is appointed for the whole or part of the assets,
properties or undertakings of the Lesseeor enters into any composition with its creditors.

8.1.6 If the Lesseedoes or suffer any act or thing or omits to do or suffers and act or thing
whereby or in consequence of which the Equipment may be or is likely to be distressed,
endangered, attached or taken in execution under any legal process or by public authority.

8.1.7 If the Lesseeby any act or omission gives to the Lessor reasonable grounds to
consider that its rights may be prejudiced or be in jeopardy.

8.1.8 If the Lesseecommits any default under any other agreement of lease between the
Lessor and lessee.

8.1.9 If taxes place any material change in the financial or corporate position of the
Lesseeas a result of which it becomes reasonably apprehensible that the lease rentals
hereunder may not be paid as due or there may be any other default under this Agreement
or that the Lessor's rights and entitlements hereunder may be endangered, or if the
Lessee's business or management is taken over :

Provided that it is agreed, without affecting the generality of the foregoing, that the
following changes shall be regarded as material changes, with reference to the financial
year immediately preceding the one in which this agreement commences:

i) decrease in net worth, that is, the aggregate of paid-up capital and free
reserves (including credit balance in P & L a/c and premium, but excluding
unrealised revaluation reserves) by 40% or more;

ii) decrease in return on investment, that is, profits before tax, interest and lease
rentals, to long-term funds including assets financed under financial leases to the
extent not repaid, consecutively for two financial years, by 40% or more;

iii) decrease in turnover excluding stock adjustments and excluding

extraordinary or non-recurring items consecutively for two financial years by
40% or more;

8.1.10 If the Lesseefails to provide to the Lessor cheques, promissory notes or other
instruments as required by the Lessor, whether post-dated or otherwise, for discharge of
the lessee's obligations hereunder, pr having provided to the Lessor any such instrument,
the Lesseeby any act or omission impedes the possibility of such instrument being
honoured when presented for payment.

8.2 On the termination of this Agreement pursuant to Clause 8.1 above, or as elsewhere
provided in this agreement:

8.2.1 The Lessor, shall, without any notice, be entitled to remove or repossess the
Equipment and for the purpose by itself, its servants or agents, enter upon any land,
buildings or premises where the Equipment is situated or is reasonably believed by the
Lessor to be situated for the time being and for such entry, the Lesseehereby gives to the
Lessor an irrevocable license, and detach and dismantle the same and the Lessor shall not
be responsible for any damage which may be caused by any such detachment or removal
of the Equipment. It is hereby clarified that the Lessor may take use of reasonable force
for the purposes of repossession of the Equipment, and repossess the Equipment with
 anything that is in or on it, or attached, fastened, bolted or in any other manner affixed to
it, and remove, if necessary by dismantling, all obstructions in the way of repossession of
the Equipment, and generally do all such things as a reasonable man would do on being
unlawfully deprived of his personal property to reinstate himself in possession of his
property expediently and with lease damage to his property.

8.2.2 Without prejudice to and in addition to the Lessor's right provided in Clause 8.2.1
hereinabove, the Lessor shall also be entitled to recover from the Lesseeand Lesseeshall
be bound to pay to the Lessor the following amounts, viz;

(a) the entire amount of the rental already fallen due and in arrears together with
any sum as provided hereunder;

(b) the entire amount of lease rentals for the unexpired period of lease
discounted at the rate of 12% p.a.;

(c) all other sums payable hereunder which may have become due along with
interest from the date on which due and all such other sums that may become
due or may be estimated to become due for the events or defaults already having
been occured.

(d) the cost of all repair and maintenance of the Equipment to render and
maintain it in good working order and conditionand all cost charges and
expenses incurred by the Lessor pursuant to the Agreement and in repossessing
the Equipment and in enforcing its remedies however occasioned.

The parties hereto agree and record that the amounts to be paid by the Lesseeto the
Lessor as aforesaid have been bonafide and satisfactorily estimated to be the proper and
reasonable amount that may be suffered by the Lessor as and by way of liquidated
damages and are not deferrant or in terrorem.

8.2.3 All rentals or other sums paid by the Lessor herein shall be deemed to have been
appropriated against the liabilities of the Lesseehereunder immediately upon payment
thereof.

8.2.4 In the event of termination as under this Clause or otherwise the Lessor shall also be
entitled to sell, release or otherwise dispose of the Equipment in such manner as the
Lessor may think fit and the Lessor shall not be bound to account to the Lesseein any
manner whatsoever, nor to give any preemptive right to the Lessee:

Provided that where in case of termination by efflux of time, the Lessor may, in case he
wants to dispose of the Equipment, organise open market bids for the proposed sale of the
Equipment, and may appoint the Lesseeor any other person to organise such sale and in
case the sale proceeds exceed the minimum guaranteed value mentioned in Schedule 1
hereunder, the Lessor may pass on such excess to the Lesseeafter deducting therefrom the
expenses in organising such sale, all sums mentioned in Clause 8.2.2 (c) and (d), as a
reward for good maintenance of the asset by the Lessee:

Provided that the Lessor shall allow the Lesseean opportunity of participating in such
open market sale.

9. PREMATURE TERMINATION, ADVANCE PAYMENTS ETC.

9.1 The Lessor may, but shall not be obliged to, accept any payments hereunder before
they are due and allow in respect thereof such concession on account of advance payment
as the Lessor may think fit, •and such concession in any payment granted shall not make
the Lesseeentitled for such concession in future.

9.2 The Lessor may, but shall not obliged to allow the Lesseeto foreclose the lease before
the expiry of the term of the lease, and in that case the Lesseeshall:
 9.2.1 Pay to the Lessor all the sums referred to in Clause 8.2 hereof, less the reasonable
estimate of the said price of the equipment of that time made by the Lessor at aits sole
discretion.

9.2.2 Deliver the Equipment to the Lessor in good working order and condition,
reasonable wear and tear excepted.

10. GENERAL CONDITIONS

10.1

(a) Where any sum payable by the Lesseehereunder is payable on a specific

date, and is paid by the Lesseeafter such date, the difference between the date of
payment and the specific date shall be taken as "the overdue period".

(b) Where any sum payable by the Lesseehereunder is payable on demand by

the Lessor, and is paid by the Lesseeafter three days from the date of demand,
the difference between the date of payment and the date three days after the date
of demand shall be taken as "the overdue period".

(c) Where any sum payable by the Lesseehereunder does not fall under (a)
above and is payable without demand by the Lessor, and is paid by the
Lesseeafter three days from the date on which the Lesseefirst becomes aware of
such liability, the difference between the date of payment and the date three days
after the date on which the Lesseefirst becoms aware of such liability shall be
taken as "the overdue period".

(d) All sums paid by the Lesseehaving an overdue period shall automatically
stand increased by Rupees One Per Thousand Per Day with monthly rest, and
shall be paid by the Lesseealong with such sum, and shall be deemed to be
unpaid to the extent such sum is not paid along with the sum payable, hereunder

(e) The Lesseeunderstands and affirms that the sum mentioned hereunder :

i) is an essential part of the sums payable hereunder and its non-

payment shall be taken as breach of an essential condition by the
Lessee;

ii) is a genuine estimate of the commercial loss of opportunity and

other damages sufferred by the Lessor on account of untimely payment
of sums payable hereunder;

iii) is capable of variation by a written notification by the Lessor incase

of a continuing, recurring or persistent default in payment of sums
hereunder by the Lessee, and the Lesseeagrees not to call in question
Lessor's discretion in treating the Lessee's default as falling under this
clause.

10.2 All monies due and payable by the Lesseeto the Lessor pursuant to the . Agreement
shall be paid by telegraphic, telex or mail transfer to the account of the Lessor as the
Lessor may designate or by cheque or bank draft drawn in favour of the Lessor on a
scheduled bank and shall be so paid as to enable the Lessor to realise at par, the amount
sought to be paid on or before the due date to which the payment relates. Credit for all
payments by cheque/bank draft will be given only on receipt thereof by the Lessor or on
the due date to which the payment relates, whichever is later.

10.3 Any notice to the Lesseeby the Lessor shall be in writing and posted to the lessee's
address first above written and for proving service by the Lessor it shall be sufficient to
show that the communication was complete from the Lessor. Any notice required to be
given by the Lesseeto the Lessor shall be in writing and sent to the Lessor's address first
above written.
 10.4 Time shall be the essence of this Agreement in so far as it relates to the observance
or performance by the Lesseeof all or any of its obligations including payment of any
sum hereunder.

10.5 The failure of the Lessor to insist upon the punctual performance of any of the
obligations of the Lesseehereundet, or the failure of the Lessor to exercise any right or
remedy available to the Lessor, under this Agreement or ,any failure of the Lessor to
require payment from or by the Lessee, when due of any sum owing hereunder, or any
extension of credit or any forebearance on the part of the Lessor shall not constitute a
waiver by the Lessor of any subsequent or continuing default by the Lesseehereunder nor
shall the same prejudice, affector restrict the rights and powers of theLessor hereunder.
All demand for payments and performance and all notices of nonpayment or other default
hereunder, are hereby waived by the Lessee.

10.6 After expiry of the present agreement by eflux of time the lessee/shall have an
option to renew the lease for a further period as agreed on such rental as would produce
when discounted on the date of expiry of the present agreement for the period of renewal
a sum equal to the minimum assured value of the Equipment mentioned in Schedule 1
hereunder.

10.7 The Lesseedeclares and represents that every statement and representation made and
every particular given by it in relation to this transaction are true and correct.

10.8 This Agreement represents the entire Agreement of Lease between the parties hereto
and shall be capable of variation in writing by a Note of Amendment signed by and on
behalf of the Lessor and the lessee.

10.9 Words inporting the plural shall, except where the context otherwise requires,
include the singular and vice-versa.

10.10 Except where it has been provided otherwise, any dispute or difference arising out
or in connection with the present agreement between the parties including any dispute or
difference relating to the Interpretation of the agreement or any clause thereof shall be
referred to the sole arbitration of an arbitrator appointed by the Lessor and the provisions
of the Indian Arbitration Act, 1940 and rules thereunder and any amendment thereto from
time to time shall apply. No objection shall be taken on the ground that the arbitrator so
appointed is an employee of the Lessor or is in any way associated with the Lessor. The
award of the arbitrator shall be final, conclusive and binding on all the parties. The
arbitrator shall be competent to decide whether any matter of dispute or difference
referred to him falls within purview of arbitration as provided for above and/or for any
matter relating to arbitration under the Arbitration Act, 1940.

10.11 For all disputes arising out of this contract the jurisdiction shall be with the court at
New Delhi only to the exclusion of all other court or courts.

IN WITNESS THEREOF the parties hereto have caused these presents to be executed in duplicate
on the day, month and year first in above written.

1) LESSOR

SIGNED AND DELIVERED BY THE within named

Signatory Mr...........................

In pursuance of a Resolution passed by its Board of Directors.

2) LESSEE

SIGNED AND DELIVERED BY THE within named

Signatory Mr. ..........................

of a Resolution passed by its Board of Directors/ Authorisation by the partners dated .............

WITNESS :

*On a Stamp Paper of Appropriate Value