MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is entered into at

TIRUPPUR on this the _______________ day of DECEMBER, TWO
THOUSAND TEN ( .12.2010)

BETWEEN

Mrs. G. JAGADEESWARI , W/o. Mr. S.A. Ganesan, residing at No.12/4C,

Arimanagar, Kalangal Road, Sulur, Coimbatore - 641402 - hereinafter referred
to as the PARTY OF THE FIRST PART.

AND

M/s. PSK INFRASTRUCTURE AND PROJECTS Ltd., having its registered

office at 405, Vasavi Estate IV Floor, Opp. Kamma Sangam Ameerpet,
Hyderabad - 500016 rep., by Mr. P. VENKATA SUBBAIAH (CEO) -
hereinafter referred to as the PARTY OF THE SECOND PART.

AND THE SAME WITNESSETH

WHEREAS the PARTY OF THE FIRST PART is the owner of the

property morefully mentioned in the schedule hereunder and is in possession
and enjoyment of the same as absolute owner without any let or hindrance
whatsoever.

AND WHEREAS the PARTY OF THE SECOND PART has been

awarded the project of laying NH 47 road works from Chengapalli to Walayar
by IVRCL Infrastructures and Projects Ltd and hence is in the look out for a
suitable quarry for the purpose of mining of metal stones for laying NH 47
roads and has identified the schedule mentioned property belonging to the
PARTY OF THE FIRST PART for mining the metal stones so as to cater to
their requirements.

AND WHEREAS the PARTY OF THE SECOND PART has requested

the PARTY OF THE FIRST PART to grant license over an extent of 8.17 acres
in the schedule mentioned property for the purpose of installing and erecting
machineries besides to store the materials belonging to the PARTY OF THE
SECOND PART and also permit the PARTY OF THE SECOND PART to carry
out the quarry activities over the balance extent of land i.e. measuring 15.18
acres of land by way of license and the PARTY OF THE FIRST PART has
agreed to the same.

AND WHEREAS the PARTY OF THE FIRST PART hereby declares that
she has already obtained necessary approval/license from Tiruppur Mining
Department for quarrying 5.59 acres of land in the schedule mentioned
property in the name of Power Ready Mix Concrete vide Doc. No.1598/2008
dated 12.12.2008.

AND WHEREAS at the request of the PARTY OF THE SECOND PART,

the PARTY OF THE FIRST PART has agreed to obtain necessary permission
from the concerned department for carrying out the quarrying activities over
the balance 9.59 acres of land in the schedule mentioned property within 180
days from the date of execution of these presents at her cost and also further
declares that she has already obtained a No objection from Power Ready Mix
Concrete for mining over an extent of 5.59 acres of land for which the license
had already been obtained in the name of Power Ready Mix Concrete and in
this regard, the parties hereto are desirous of reducing the terms and conditions
of the understanding and have accordingly have set their hands herein.

NOW THIS DEED WITNESSETH AS FOLLOWS:

This Memorandum of Understanding by way of license granted to the PARTY

OF THE SECOND PART shall be in force for extraction of 7,50,000 tonnes of
boulders or for a maximum period of Three (3) years with effect from
_________ whichever is earlier but shall make an assured minimum extraction
of 4,00,000 tonnes but the period of 3 years shall not be extended beyond it. In
case any additional requirement by the Second Party over and alone 7,50,000
tonnes rate will be increased by 10% on existing rate Rs.24/-.
2. That the PARTY OF THE FIRST PART hereby permit the PARTY OF
THE SECOND PART to use an extent of 15.18 acres of land from out of the
schedule mentioned property for the purpose of carrying out the quarrying
activities besides allow the PARTY OF THE SECOND PART to install plant
and machinery over an extent of 8.17 acres of land being the balance out o f
the schedule mentioned property so as to store and process the boulders which
are removed from out of an extent of 15.18 acres of land and that no extraction
of boulders shall be done in 8.17 acres of land and shall be confined only
within 15.18 acres of land

3. It has been agreed to between the parties hereto that the parties hereto
shall enter into a separate deed in respect of the license granted in respect of an
extent of 8.17 acres of land and that a notional license fee of Rs.5000/- for the
land shall be paid every month by the PARTY OF THE SECOND PART to the
PARTY OF THE FIRST PART in support of such license deed to be executed
and registered.

4. It has been further agreed to between the parties hereto that since the
terms agreed to between the parties hereto is by way of payment of charges at
the rate of Rs.24/- for every ton of boulders extracted from out of an extent of
15.18 acres of land, hence the sum of Rs.5000/- which has been agreed to be
paid separately by way of license fee for the license granted to in respect of an
extent of 8.17 acres of land shall be deducted from out of the sum payable
towards the boulders removed from the land and payable by the PARTY OF
THE SECOND PART.

5. It has been agreed to between the parties hereto that in order to

facilitate the payment of money for each ton as per the agreed rate under this
license, the PARTY OF THE SECOND PART shall issue the purchase order
and in respect of the orders so placed the amount shall be paid by way of
Demand Draft and that in case of any contingency for meeting any social
obligation, any boulders are to be taken from out of the extent of 15.18 acres of
land without purchase order, then the PARTY OF THE SECOND PART shall
pay the same by cash to the PARTY OF THE FIRST PART. This apart, the
statutory dues like VAT, Service Tax or any other duty payable for the
quarrying activity done by the PARTY OF THE SECOND PART in pursuance
to the license shall be paid over and above the sum agreed to be paid to the
PARTY OF THE FIRST PART under this Memorandum and such payment
shall be made every month to the PARTY OF THE FIRST PART in order to
facilitate the payment to be made to the concerned department or Government
as the case may be.

6. The PARTY OF THE SECOND PART undertakes to pay a sum of Rs.24/-

(Rupees Twenty Four Only) per ton for boulders which are quarried from the
schedule mentioned property to the PARTY OF THE FIRST PART and the
same shall be paid by the Party of the Second Part within 15 days based on the
monthly bills submitted by the First Part to the boulders removed/quarried
from the schedule mentioned property.

7. That the PARTY OF THE FIRST PART undertakes to obtain necessary

permission from the concerned department for quarrying of another 9.59 acres
of land in the schedule mentioned property within 180 days from the date of
execution of these presents at her cost without any recourse to the PARTY OF
THE SECOND PART.

8. That the PARTY OF THE FIRST PART has already obtained No

objection from Power Ready Mix Concrete for mining an extent of 5.59 acres
of land for which the license had already been obtained in the name of Power
Ready Mix Concrete. In case any objections raised by M/s Power Ready Mix
Concrete in this regard, any liability on this account is the sole responsibility of
the party of the First Part.

9. That upon the PARTY OF THE FIRST PART permits the PARTY OF
THE SECOND PART by way of license to the men of the PARTY OF THE
SECOND PART to enter and exit from out of the schedule mentioned property
and also install and fix the machineries for carrying out the mining operation
and also to store materials and allow vehicles to remove the materials into and
from out of the schedule mentioned property during any time.

10. That the PARTY OF THE SECOND PART shall obtain necessary
permission for using explosive materials in the schedule mentioned property
for the purpose of mining and the same shall be done at the sole risk of the
PARTY OF THE SECOND PART without any recourse to the PARTY OF THE
FIRST PART.

11. That the PARTY OF THE SECOND PART shall not engage any men by
way of bonded labours to carry out quarrying activity and shall treat the
labourers in a dignified manner and absolve any liability which may be
fastened on the PARTY OF THE FIRST PART on account of such treatment
being met out to the labourers. It shall be the exclusive onus on the part of the
PARTY OF THE SECOND PART to engage their own labourers to indulge in
quarrying activity and also pay their wages/salary and also operate the plant
and machinery which may be installed in the portion of the schedule
mentioned property for the purpose of processing the boulders without any
liability to the PARTY OF THE FIRST PART.

12. The PARTY OF THE SECOND PART shall ensure the safety and the
payment of wages being made to the workers who are engaged by them for
carrying on the quarrying operation and in case of any accident involving the
workers, the PARTY OF THE SECOND PART or their agents shall alone be
liable to pay any claim or compensation arising from such workers and absolve
the PARTY OF THE FIRST PART from such claim being made by such
workers.

13. The PARTY OF THE SECOND PART agrees and undertake not to
purchase boulders for their requirement with regard to the laying of NH 47
Road between Chengapalli to Walayar from any third parties and undertakes to
utilise the boulders only from the schedule mentioned property for its
requirement and that in case of any contingency arising rendering quarrying
not being suitable on account of rain or license etc., and only in such
circumstance the PARTY OF THE SECOND PART can purchase boulders for
its requirements from the third parties. In case the Party of the First Part
unable to obtain permission within 180 days for quarrying of another 9.59
acres the Party of the Second Part is entitled to purchase boulders from third
parties.

14. The PARTY OF THE FIRST PART agree to get electrical service
connection to the load which is required by the PARTY OF THE SECOND
PART provided the cost to be incurred for getting the electricity service
connection is paid by the PARTY OF THE SECOND PART and that any
violation with regard to the connected load during the period of license shall
be to the account of responsibility of the PARTY OF THE SECOND PART and
the PARTY OF THE FIRST PART shall be absolved against any act or omission
or liabilities arising from it.

15. The PARTY OF THE SECOND PART undertakes to pay the royalty
payment which is due and payable to the Government department with regard
to the quarrying activity being carried out during the period of license and the
receipt for the payment shall be obtained in the name of IVRCL Infrastructures
and Projects Limited by the PARTY OF THE SECOND PART and the TCS
which is payable against the royalty payment shall alone be paid by the
PARTY OF THE FIRST PART.

16. It has been further agreed to between the parties hereto that the license
agreed to be granted to the PARTY OF THE SECOND PART is not assignable
by the PARTY OF THE SECOND PART in favour of any third parties either in
full or in part and that the PARTY OF THE SECOND PART is entitled to give
labour sub-contract for the purpose of carrying out the mining operation
which shall be at the sole discretion of the PARTY OF THE SECOND PART
without any recourse to the PARTY OF THE FIRST PART.

17. The PARTY OF THE SECOND PART is at liberty to do the drilling,

blasting, transportation and aggregate sales of the boulders to their own
discretion and that the PARTY OF THE FIRST PART will not have any right
or say in it.

18. In case the contract of Party of the Second Part with IVRCL
Infrastructures & Projects Ltd., gets terminated, this Memorandum Of
Understanding entitled to be cancelled with immediate effect.
19. During the lease period, if First Party creates any hindrance such has
from REPCO Bank, local bodies etc., on the scheduled property, the
amount/loss incurred by the Second Party should be compensated by First
Party.

20. It has been agreed to between the parties hereto that in case of any
disputes between the parties hereto in the matter of interpretation of the terms
of the agreement or arising out of any violation of the terms and conditions or
in the matter of recovery of money payable from out of the activity carried in
the property which shall occur either during the subsistence of the agreement
or subsequent to the expiry of the period mentioned in the agreement, the
same shall be referred to Arbitration to be conducted in accordance to the
Arbitration and Conciliation Act and that the place of arbitration shall be only
within the Town limits of Tiruppur and that either of the parties shall appoint
Arbitrator from their side and that such Arbitrator shall appoint an
Umpire/Third Arbitrator for the purpose of conducting the arbitration
proceedings.

IN THE PRESENCE OF THE WITNESS HERETO both the parties

hereto have signed this deed on the date, month and year mentioned above.

DESCRIPTION OF PROPERTY
In Tiruppur Registration District, in Palladam Sub-Registration District, in
Palladam Taluk, in Kodankipalayam Village in S.F. No.63/3 measuring an
extent of 8.67 acres of land, in S.F. No.54/1 measuring an extent of 5.26 acres of
land, in S.F. No.54/2 measuring an extent of 2.54 acres of land, in S.F. No.54/3
part measuring an extent of 2.10 acres of land, in S.F. No.55/1A part measuring
an extent of 2.71 acres of land, in S.F. No.55/1B part measuring an extent of
1.15 acres of land and in S.F. No.55/1C measuring an extent of 0.92 acres of
land thus totally measuring an extent of 23.35 acres of land together with right
to use the common roads and all other appurtenances thereto.

PARTY OF THE FIRST PART PARTY OF THE SECOND

PART

WITNESSES:

1. 2.