MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is entered into at

COIMBATORE on this the ----- day of -----, TWO THOUSAND NINE
( 11.2009))

BETWEEN

----------------hereinafter referred to as the PARTY OF THE FIRST PART.

AND
-------------------- hereinafter referred to as PARTY OF THE SECOND PART.

AND THE SAME WITNESSETH

WHEREAS the PARTY OF THE FIRST PART are the absolute owner of
the schedule mentioned property by virtue of Sale deed dated ------ executed
in his favour and registered as Doc. No.------ in the office of the Sub-Registrar,
------and is in peaceful possession and enjoyment of the same as absolute
owners without any let or hindrance whatsoever.

WHEREAS the PARTY OF THE SECOND PART approached the

PARTy OF THE FIRST PART for purchasing the schedule mentioned property
for a consideration of Rs.-----/- (Rupees -------- Only)

WHEREAS the PARTY OF THE FIRST PART agreed to convey the

schedule mentioned property to the PARTY OF THE SECOND PART for the
said consideration and have accordingly entered into a Sale Agreement dated
--------.

AND WHEREAS both the parties have agreed to the same and are
mutually desirous of reducing the terms into writing which are as follows:
NOW THIS MEMORANDUM WITNESSETH:

1. That the PARTY OF THE SECOND PART have agreed to purchase the
schedule mentioned property from the PARTY OF THE FIRST PART for a
sum of Rs.--------/- (Rupees ----------- Only) for which a separate
agreement has been entered into.

2. That the PARTY OF THE FIRST PART has agreed to hand over the vacant
possession of the schedule mentioned property to the PARTY OF THE
SECOND PART immediately after the Sale deed is executed in favour of
the PARTY OF THE SECOND PART.

3. Both the parties hereto agree that the said sum shall be paid only after the
Sale deed is executed in favour of the PARTY OF THE SECOND PART.

IN WITNESS WHEREOF both the parties hereto have set their hands in
this deed on the date, month and year mentioned above.

DESCRIPTION OF PROPERTY