LETTER OF GUARANTEE

To

The Manager,
Citicorp Finance (India) Ltd.

Dear Sir,

I/We do hereby agree to the following:

1. In consideration of Citicorp Finance (India) Ltd. (CFIL) having given/agreed to

give to....................................................... (hereinafter called the said Borrower) credit
facilities as per the agreement dated.......................... entered into between CFIL and the
said borrower, I/We hereby agree and undertake that in the event that the said Borrower
fails, neglects or refuses for any reason whatsoever and howsoever to repay and/or is
unable to pay any of the instalments or amounts under the Loan agreement. I/We hereby
guarantee and undertake to pay to CFIL the said defaulted instalments or amounts along
with any interest, costs, charges, commission, expenses and statutory dues, if any, in full
on the first demand by CFIL and upon CFIL notifying us of such defaults by the said
Borrower, without any demur or protest or contestation and without any reference to the
said Borrower, unconditionally and without raising any objections or issue whatsoever
and irrespective of or notwithstanding any dispute or difference in respect of the said
amount falling due to CFIL.

2. Any amounts thus payable by us to CFIL will be paid at the address of its branch
as mentioned in the Loan agreement.

3. I/We shall repay to CFIL any defaulted instalments to be paid by the said
Borrower, within 7 days from the date of receipt of a notice from CFIL stating the default
through post / courier / fax / authenticated telex or cable. It is expressly specified that
notwithstanding anything to the contrary, I/We will not be entitled to request CFIL to
establish its claim in respect of such default.

4. I/We hereby agree that the entries in the books / computer records kept in the
ordinary course of business of CFIL with regard to the advances made or credits given to
the said Borrower and with regards to the interest, commissions, costs, charges and
expenses debited to the said Borrower shall be conclusive evidence against the said
Borrower and me / us, of the transactions and matters therein appearing and of the said
Borrower's / Guarantor's liability for the sums shown to be due by such entries.

5. I/We further consent to CFIL:

- making any variance that CFIL may think fit in the terms of Loan
agreement with the said Borrower.
 - determining, enlarging or varying the credit amount sanctioned/granted to
the said Borrower.

- making any composition with the said Borrower

- promising to give time to the said Borrower or promising not to sue the
said Borrower.

- parting with any security that CFIL may hold for the guaranteed debt.

6. I/We also agree that I/We shall not be discharged from our liability by CFIL
releasing the said Borrower or by any other act or omission of Borrower the legal
consequences of which may be to discharge the said Borrower or by any act which
would, but for this present provision, be inconsistent with out rights as sureties or by
CFIL's omission to do any act which but for this present provision, CFIL's duty to the
Guarantor would have required CFIL to do. Though as between the said Borrower and
the Guarantor, the Guarantor is a surety only, I/We agree that as between CFIL and us,
I/We are the principal debtors jointly with the said Borrower and accordingly I/We shall
not be entitled to any of the rights conferred on sureties by Section 133, 134, 135, 139
and 141 of the Indian Contract Act.

7. I/We agree that if the said Borrower shall be found not to be liable to CFIL in law
for the advances made or credits given by CFIL to the said Borrower by reason of their
incapacity to borrow or to contract or for any other reason, I/We shall nevertheless be
liable as principal debtor to pay to CFIL all the sums that would have been recoverable
by CFIL from us as Guarantors, if the said Borrower had been, liable for the advances
and credits.

8. I/We hereby declare that this guarantee is an addition to, and not by way of
limitation of, or substitution for, any other guarantee or guarantees that I/We may have
previously given or may hereafter give to CFIL (whether alone or jointly with any other
party or parties) and that this guarantee shall not revoke or limit any such other guarantee
or guarantees.

9. It is further expressly clarified that this guarantee is irrevocable and shall come
into effect simultaneously with the signing of the Loan agreement.

10. The guarantee shall remain in full force and will be valid till the complete
discharge of all liabilities of the said Borrower under the said Loan agreement as also all
costs, commissions and charges thereunder.

11. The address of the Guarantor for the purpose of service shall be:

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Yours faithfully,