TRIPARTITE LEASE AND LICENSE AGREEMENT

THIS TRIPARTITE LEASE AND LICENSE AGREEMENT is made at

__________ this______________day of ................, 2000, between

_______________, a company incorporated under the Companies Act, 1956

and having its registered office at________________ (hereinafter referred to
as "the Lessor/First Party") which term shall unless excluded by or
repugnant to the context mean and include its heirs, successors,
administrators etc.) acting through its authorized signatory
______________________in this regardof the FIRST PART and

____________________an individual/corporate body incorporated under the

laws of India, having its registered office at
_____________________(hereinafter referred to as the “Lessee/Second
Party” and which term shall unless excluded by or repugnant to the
context mean and include its heirs, successors, administrators etc.)
acting through its authorized signatory ______________________in this
regard, of the SECOND PART and

Designfirst Homes Pvt. Ltd. incorporated under the laws of India and
having registered office at 4th floor, 8-2-293/82/A,PLOT.NO.887,
ROAD.NO.45, Jubilee Hills, Hyderabad, Hyderabad, Telangana, 500033
(hereinafter referred to as the “Licensee/Third Party” which term shall
unless it be repugnant to the context or meaning thereof mean and include
its subsidiaries, affiliates, group companies, successors and assigns) of the
THIRD PART; and

Herein afterwards individually referred to as Party and jointly as Parties.

WHEREAS, the Lessee (Franchisee) and the Licensee (Franchisor) has

entered/decided to enter into a Franchise Agreement(“Franchisee
Agreement”), whereby the Lessee and Licensee have decided that the
Lessee would take the Property on the Lease for the Franchisee Business
and would be obligated to pay rent, security deposit, electricity amount
and all other charges for the Property, while it would simultaneously
License the Property to the Licensee so that Licensee can take over the
Property (as a Lessee from the Lessor) in case the Franchisee Agreement
between the Lessee and Licensee is terminated due to any reason, at the
option of the Licensee or in case there is any fault by the Lessee in
payment of the rent and other amounts and which the Lessor shall be
obligated to authorize;

WHEREAS, to facilitate the terms of the Franchise Agreement, this

Agreement establishes a Lease and License arrangement between the
Lessor, Lessee, and Licensee and the Parties have agreed to enter into this
Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSTH AS UNDER:

A. Definitions

a. Property means the property leased by the Lessor to the Lessee

under this Agreement with
description__________________________________________ and which
the Lessee has agreed to License to Licensee.

B. The Lessor, Lessee and Licensee hereby agrees as under:

a) The Property is primarily leased by the Lessee and who would be

obligated to pay the rentals, security deposit, electricity, Common
area maintenance charges and all other charges in relation to the
Property.

b) Simultaneously, the Lessee shall also licenses the property to the

Licensee upon execution of this Agreement while retaining the
obligation to pay all financial requirements associated with the
Property;

c) The Licensee would not have any obligations to pay any rent etc. in
relation to the Property and the Licensee would not be using the
Property immediately, except in the case when the Licensee at its
option and in case of default under the Franchisee Agreement
between the Lessee and Licensee decides to use the Property for the
remaining period of this Lease and Licensee Agreement.
d) The Lease shall be locked in favor of the Lessee by the Lessor during
the term of this Agreement which shall be 9 years from the date of
execution of this Agreement and the Lessor cannot terminate the
Lease in any manner unless the Lessee or later the Licensee fails to
pay Lease or any other undisputed charges in relation to the
Property;

e) The Lessee shall be authorized to terminate the Lease after giving a

60 days’ notice period at any time, however only with the prior
authorization of the Licensee in this regard. The Lessor is not
authorized to terminate this Lease in any manner unless it has been
authorized by the Licensee in writing and it is one of the important
conditions on which this Lease and License Agreement is being
entered by the Parties.

f) The Licensee shall at its sole discretion shall have the right to take
over the property in the event of Lessee's violation of the Franchise
Agreement, with notification to the Lessor by giving a 30 days or
lesser notice as the situation warrants and step in into the shoes of
Lessee under this Agreement and which the Lessor would be bound
to follow. The Licensee likewise may opt not to take over the
property in case the Lessee has defaulted under this Lease
Agreement. In case of default by the Lessee, the Lessor would be
obligated to send a notice of default with a copy to the Licensee.

g) The Lessor understands that one of the important reasons for

entering into this Lease and License Agreement is that the property
shall primarily be utilized for the Franchise Business, with the
Licensee being authorized as licensee for obtaining the GST Number
and also take over control of the Property from the Lessee in case of
any violations of the terms and conditions of the Franchise
Agreement at its sole discretion;

h) During the term of this Agreement, the Lessor shall grant free access
to authorized persons of the Lessee and the Licensee(when the
Lessor have specifically notified the Lessor to take control of the
Property) to the property;

i) The Lessor agrees that unless expressly stated otherwise by the

 Licensee, it shall always be assumed that the Lessee is exclusively
using the Property and the Lessee shall be solely responsible for all
incidents and happenings within the premises unless the Licensee
has exercised its right under this Agreement to take over the
property and provided express confirmation to the Lessor to
commence using the premises.

C. Other Important terms and conditions including consideration:

a) Term
The term of this Lease shall commence on ______________ and end on
____________.

b) Rent Payment:
The Lessee shall pay the monthly rent of ____________________on or
before the ____________ of each month as advance.

c) Security Deposit:
The Lessee has deposited a security amount of ___________________,
refundable upon termination of this Agreement, subject to any
deductions for damages. This Security Deposit amount shall not be
released by the Lessor in any circumstances without the prior
approval of the Licensee. In case, the Licensee directs his amount
shall be refunded to the Licensee and the Licensee.

d) Common Area Maintenance Charges:

The Common Area Maintenance charges would be borne by the
Lessee at actuals.

e) Maintenance and Repairs:

The Lessee shall maintain the property in good condition and
undertake necessary repairs, excluding structural repairs. Licensee
would follow the same in case Licensee instructs the Lessor to start
using the property due to violation by the Lessee. Any major repairs
to the property shall always be undertaken by the Lessor.

f) Utilities
The Lessee shall be responsible for paying all utilities and services
 and any charges used on the property during the term of this Lease.

g) Subletting and Assignment:

The Lessee shall not sublet or assign the property without prior
written consent from the Lessor except when the Licensee exercises
its right to use the Property in terms of this Agreement which the
Lessor can’t refuse.

h) All other important terms and conditions of the Agreement

All other important terms and conditions of this Agreement have

been mentioned in Schedule-1 of this Agreement

C. Indemnification

The Lessee covenants and agrees with the Lessor and the Licensee that
the Lessee shall assume sole and entire responsibility for and indemnify
and keep harmless the Lessor and the Licensee from any and all claims,
liabilities, losses, expenses, responsibility and damages, demands or
actions by reason of any claim, proceedings action, liability or injury
arising out of the Lessee’ non-compliance with the terms and conditions
of this Agreement including non-payment of rentals/security deposits.
Etc.

D. Entire Agreement

This Agreement sets forth the entire Agreement and understanding

between the parties as to the subject-matter of this Agreement and
amalgamates all prior discussions between them and neither of the
parties shall be bound by any conditions, definitions, warranties or
representations with respect to the subject matter of this Agreement
other than as expressly provided in this Agreement as duly set forth.

E. Waiver

Any waiver by the Licensee/Lessor of a breach of this Agreement or any

other subsequent Agreement to which it may be a party in consequence
 of this Agreement shall not be deemed to be a waiver of any subsequent
breach.

F. Severability

If any provision of this Agreement is invalid or unenforceable or

prohibited by the Applicable Law of the land, this Agreement shall be
considered divisible and its remainder/balance shall remain in effect, be
valid, binding and of the like effect as if such invalid provision had not
been included herein in the first place.

G. Notices

1. Any notice, request or other communication required to be given

under this Agreement must be in writing and be served
personally, via e-mail or dispatched to the other Party by
registered post, addressed to the Parties at their respective
addresses that each party shall provide to the other in writing.

2. Any notice or other communication as above shall be deemed

given and received on the date of delivery or on the 5 th business
day following the day of mailing of the same by prepaid registered
mail or by courier delivery service with return receipt requested
to the Party to be notified at the addresses set forth in the
introduction section of this Agreement. A copy of the Notices
shall be sent through emails also of the parties and as mentioned
in this Agreement. When the Notices are sent through email and
acknowledged, they shall be deemed delivered the same day.

Email Id of the Lessor:______________________________________

Email Id of the Lessee:______________________________________
Email Id of the Licensee:____________________________________
 The Parties sending the notice would be obligated to send the
notice to both other remaining parties, in absence of which the
notice would deemed not to be duly delivered.

H. Registration of the Lease and License Agreement

The Lease and Licensee Agreement shall be registered with the

Statutory Authorities and the Lessee would be responsible for the
payment of Stamp Duty and for registration of this Agreement.

I. Applicable Law And Settlement Of Disputes

1. This Agreement and the rights and obligations of the Parties

hereunder shall be construed and interpreted in accordance with
Indian Substantive and Procedural law, applicable to Agreements
made and to be performed entirely therein.

2. The Parties shall attempt in good faith to resolve any dispute,

difference or claim arising out of or in relation to this Agreement
through mutual discussion. In case it is not resolved within
Thirty (30) Days from receipt of the written notice (setting out
the dispute or claim) by the other party, the complaining party
may issue a notice of reference, invoking settlement of such
dispute through Arbitration.

3. Arbitration: All disputes and differences arising between the

Parties hereto including any dispute or difference in regard to the
interpretation of any provision or term or the meaning thereof, or
in regard to any claim of one party against the other or in regard
to the rights and obligations of any party or parties under this
Agreement shall be governed by the provisions of the Arbitration
and Conciliation Act, 1996 and its amendments thereof
absolutely and fully. A sole Arbitrator in such situations will be
mutually appointed by the Parties and his award regarding the
 matter in consideration will be final and binding on the Parties.
The language of the arbitral proceedings shall be English and the
place of arbitral proceedings shall be Delhi, India. The cost of the
arbitral proceedings shall be borne by the losing party.

4. All disputes between the Parties shall be subject to jurisdiction of

the Hon’ble Court of Delhi Judicature.

IN WITNESS WHEREOF the Parties hereto have set and subscribed their
respective hands and seals on the day, month and year first written above.

For the above-named Lessor: For the above-named Lessee:

______________________ __________________
through its duly authorised through its duly authorised signatory
signatory

For the above-named Licensee:

Designfirst Homes Private
Limited

through its duly authorised

signatory
 Schedule-1

All other important terms and conditions of the Lease and License
Agreement