(On appropriate stamp paper)

LEASE AGREEMENT

BETWEEN

MR. A
………………………….CHENNAI

AND

M/s. B
…………………………..

AND

Mr. C
……………..

FOR PREMISES AT:

…………………………………. CHENNAI-600 082.

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THIS AGREEMENT OF LEASE (this “Agreement”) is made at Chennai on this

the 00th of April 2010.

BY AND BETWEEN
Mr. A., S/o………….(Pan No………..) residing at…………..CHENNAI (hereinafter
jointly and severally called the “Lessor” which expression shall unless repugnant to
the context or meaning thereof, include his heirs, executors, administrators, legal
representatives, successors and assigns) of the FIRST PART.
AND

M/s…………….., a Partnership concern (or Company) having its principal place of

business at …………………………CENNAI and a duly constituted franchisee of
VENUS SPA & SALON PRIVATE LIMITED (hereinafter called the “Lessee” which
expression shall unless repugnant to the context or meaning thereof, include his heirs,
executors, administrators, legal representatives, successors and assigns) of the
SECOND PART. Whereas it is agreed upon that during the term of the tenure VENUS
SPA & SALON PRIVATE LIMITED  has the right to change the Franchisee in the event of
M/s ………………… ceasing to be a duly authorized franchisee of Naturals. This change
will be done giving prior information to the Lessor.

AND
M/s.Venus Spa & Salon Private Limited, a private limited company incorporated
under the provisions of the Companies Act, 1956 and having its Headquarters at ISTE
Professional Centre, No.25, Gandhi Mandapam Road, Kotturpuram, Chennai - 600
025 represented by its authorized signatory Mr.J.Gurumurthi, (hereinafter referred
to as the “Venus Spa & Salon Private Limited ” which expression shall unless
repugnant to the context shall mean and include its subsidiaries, affiliates, group
companies, representatives, successors and assigns) of the THIRD PART.

WHEREAS:

A. The Lessor has represented to the Lessee that the Lessor is sole and absolute
owner of all that piece and parcel of immovable property having a Super built up area
of ………… Sq.ft. and a carpet area of …….. sft, at ……………..CHENNAI-600
000 more fully described in the Schedule hereunder and hereinafter referred to as
“Schedule Premises”;

B. The Lessor has represented to the Lessee that the Lessor to lease the Schedule
premises and the Lessor having agreed to grant such lease, had offered the same to the
Lessee by making the following representations:
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i) That the Lessor is the sole and absolute holder of the Schedule
premises and that none else have any right, title, interest or share
therein;
ii) That the schedule premises is free from all encumbrances,
attachements, Court or acquisition proceedings or charges of any kind;
iii) That the Lessor has not entered into any agreement or arrangement for
lease or sale in respect of the schedule with any third party;
iv) That there is no impediment, legal or otherwise, for letting out the
schedule premises;
v) That the schedule premises is capable of being used for carrying on
the Lessee’s business and commercial activities and all necessary
approval(s) have been obtained by the Lessor from all
regulatory/government authorities, and that they have obtained and
shall at all times keep in force, all requisite approvals relating to the
schedule premises and all portions thereof, for the intended use by the
Lessee, so as to ensure that the Lessee can enjoy peaceful possession
of the Schedule premises without any let or hindrance from any
authority/les or any other government or statutory bodies; and
vi) That the Lessee, on paying the rent and abiding by the terms and
conditions of this Agreement, shall peacefully hold and enjoy the
Schedule premises during the term of the lease and any extended
period thereof, without any interruption whatsoever, by or from the
Lessor or any person/s claiming under, through or in trust for the
Lessor.
C. Relying on the aforesaid representations and assurances of the Lessor, the
Lessee has agreed to take the Schedule premises on lease on certain terms and
conditions; and
D. The parties desire to enter into this Agreement to confirm and record grant of
the lease and the terms and conditions under which the lessee shall take the
Schedule premises on lease from the Lessor and other understanding
connection therewith.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED

AND CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
1. GRANT OF LEASE
In consideration of the rents hereinafter reserved and agreed to be paid by the
Lessee to the Lessor as set out hereunder and Lessee being appointed as duly
constituted franchisee of VENUS SPA & SALON PRIVATE LIMITED, the parties
having agreed to comply with the covenants and conditions mentioned herein, the
Lessor hereby grants BY WAY OF LEASE to the Lessee, the Schedule Premises, for
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a period of 144 (One hundred and Forty four ) months (“Term”) commencing from
the date of commencement of rent as stated in clause 3.3 below (‘Commencement
Date’).
2. DURATION AND RENEWAL

Upon the expiry of the Term of lease as described in Clause 1 above, the lease
may be renewed by mutual consent between the parties to the Lease Deed.

3. POSSESSION
3.1 The Lessor shall hand over physical vacant possession of the Schedule
premises on the ……….00th FRIDAY OF 2010.
3.2 On the date of handover of possession of the Schedule Premises, the Lessor
shall ensure that the Schedule premises is in the state of new or partitions of
any kind therein.
3.3 Upon receipt of possession of the Schedule Premises as specified in clause 3.1
above. The Lessor shall be entitled to 30 days rent free occupation of the
Schedule premises in order to enable the Lessee to undertake improvements,
interiors and fit outs to the Schedule Premises to suit its business requirements.
However, in case there is a delay in handover of the Schedule Premises, the 30
days of rent free period shall be computed from such date of handover.

4. RENT
4.1 The monthly rent, including amenities charges (hereinafter referred to as the
‘Rent’) payable in respect of the Schedule premises by the Lessee to the Lessor
during the subsistence of the lease shall be Rs……../- (Rupees……………
only) per month calculated @ Rs…../- per square feet on the carpet area of
……. sft, subject to tax deduction at source as per the provisions of the Income
Tax Act, 1961. Service Tax payable on the Rent shall be borne by the Lessee.
The Rent shall be paid in the following proportion -

Name of the Owner Amount in INR

Mr. ……… Rs………./-

4.2 The Lessee shall be liable to pay rent for the period commencing on 1 st
……………r 2011 from the date of handover of possession of the Schedule
Premises as stated in clause 3.1 and 3.3 above.
4.3 The Lessee shall pay the rent to the Lessor by Cheque on or before the 7 th day
of each month following the month for which it is due, unless otherwise agreed
to between the Parties.
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4.4 The Rent shall stand escalated at the end of every 3 Years from the
Commencement Date by 15% (Fifteen Percent) over the rent previously paid.
4.5 In the event the Rent is not paid in accordance with Clause 4.3 above, the
Lessee shall pay interest at the rate of 18% (Eighteen percent) per annum on
the amount due, calculated on a pro rata basis from the date when the payment
fell due till the date of actual payment.
5. SECURITY DEPOSIT
5.1 In consideration of the Lessor granting to the Lessee, lease of the Schedule
premises in terms of this Agreement, the Lessee has paid a 6 month rental
amount in advance as a security deposit amounted Rs. …………../- ( Rupees
…….) for the Schedule Premises by way of interest free refundable security
deposit (“Security Deposit”).

5.2 The above mentioned Security Deposit has been paid by party of Second part
by Cheque No. …….. dated ………. amounted Rs…………/- drawn on
…………… Bank Ltd , Chennai Branch.

The Lessor jointly and severally hereby acknowledges receipt of the aforesaid
amount and hereby acquits and discharges the lessee of the same.

5.3 It is hereby agreed that the Security Deposit shall not carry any interest
whatsoever.

5.4 Upon the expiry of the Lease or its earlier termination thereof, (as the case may
be), the entire Security Deposit shall be refunded by the Lessor to the Lessee,
without any interest. Such refund of Security Deposit shall be simultaneous
with the delivery of possession of the schedule premises by the Lessee to the
Lessor, in the manner required under this Agreement. The Lessor to the Lessor,
in the manner required under this Agreement. The Lessor shall not be entitled
to deduct from the Security Deposit, any amount except rental arrears and
electricity charges due and payable by the Lessee, if any, and which remains
unpaid as on the date of delivery of possession of the Schedule Premises by the
Lessee to the Lessor. Further in the event of earlier termination of the lease
deed, VENUS SPA & SALON PRIVATE LIMITED shall have the first right
of refusal on same terms and conditions as contained herein. Further in the
event of expiry of lease deed, the lease deed is not renewed between Lessor
and Lessee herein, VENUS SPA & SALON PRIVATE LIMITED shall have
first right of refusal on mutually agreed terms with the Lessor.

5.5 The parties covenant with each other that until VENUS SPA & SALON
PRIVATE LIMITED of its nominee / franchisee enter into a fresh lease deed
with the Lessor for the Schedule Property, VENUS SPA & SALON PRIVATE
LIMITED or its nominee / franchisee shall not be responsible for any
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obligations in relation to the Schedule property and the lesses and lessor shall
continue to be bound to each other.

5.6 In the event the Lessor falls to refund the entire Security Deposit as stated
above, the Lessee shall be entitled to retain possession and use of the schedule
premises pending refund of the Security Deposit, subject to deductions, if any,
as aforesaid without being liable for payment of Rent or any other sum to the
Lessor, and the Lessor shall pay to the Lessee interest at the rate of 18%
(Eighteen percent) per annum on the said Security Deposit from the date when
the same becomes payable till the date of actual payment. The Lessee shall not
be required to pay any Rent for such period, until the Security Deposit is
refunded to the Lessee, simultaneous with the delivery of possession of the
Schedule premises by the Lessee to the Lessor.

5.7 If the Lessor at any time during the term of the lease sells assigns and/or
otherwise transfers his rights in the Schedule premises in favour of a third
party, the Lessee and VENUS SPA & SALON PRIVATE LIMITED shall be
attorned as the Lessee of such transferee or transferees (the “New Owner/s”)
on the same terms and conditions as are contained herein. An agreement shall
be executed between the Lessor, Lessee and the New Owner/s confirming that
the Lessor has paid and transferred the full Security Deposit to the New
Owner/s. Such new Owner/s shall thereafter be liable to the Lessee for the
refund of the Security Deposit, as per the terms of this Agreement.

6. COVENANTS, RIGHTS AND OBLIGATIONS OF THE LESSEE

6.1 Access to Schedule Premises

The employees, officers, clients, customers, invitees, suppliers, contractors and

visitors of all kind whatsoever, of the Lessee shall have free and unimpaired
access to the Schedule premises at all times. The Lessee shall be entitled to
enjoy the schedule premises peacefully as a tenant, to use the entrances,
staircases, corridors, passages and other common spaces in the building for the
purpose of ingress to and egress from the Schedule Premises.
6.2 Signage

The Lessee shall be entitled to display their signboards on the ground and
second floors of the building and in the Schedule Premises at the place and in
the manner as may be determined by both lessor & Lessee at per both
discretion. The Lessor shall render assistance to the Lessee in securing all
requisite approval, permissions or sanctions for such signage (if such
approvals, permissions or sanctions, are required to display the above signage).

6.3 Telephone, Fax, Internet, Cable Lines

The Lessee shall have the right to apply for, obtain and install as many
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Telephone, fax, internet, cable lines, antenna, dish and other instruments and
devices in the Schedule Premises, as they may deem necessary for their
business requirements in their own name and at their own cost. The Lessee
shall pay the charges pertaining to such lines installed, directly to the
appropriate authorities. The Lessee shall have a right to remove the telephone,
fax, Internet, cable lines, antenna, dish and other instruments and devices so
obtained by it on termination of the lease.

6.4 Repairs and maintenance

The Lessee shall attend to all day to day minor routine repairs such as fuses,
leakage of taps, replacement of consumable parts etc. to the Schedule Premises
at its own cost, as are required to keep the Schedule Premises in good and
tenantable condition, but all major maintenance activities as mentioned to be
within the scope of Lessor’s covenants herein below shall be carried out by the
Lessor within a reasonable period of time.

Further in the event VENUS SPA & SALON PRIVATE LIMITED requires a
tree / plantation to be removed from the front of schedule premises, the same
shall be removed subject to provision of law, the by Lessor in accordance with
provision of law prevailing law at that point in time.

6.5 Architectural alterations / additions

6.5.1 Lessee requires certain architectural alterations and additions to the Schedule
Premises which shall be carried out by the Lessor at his own cost in terms of the
specifications provided by the Lessee. The changes are in the nature of the following -

i. ---------------------------------------------
ii. -----------------------------------------------.
iii. ------------------------------------------------.
iv. -------------------------------------------------;

Any sanctions / permissions etc required to be taken from any authority in

******** for carrying out the above mentioned changes shall be procured by
the Lessor at its own cost.
6.6 Electricity and Water

The Lessee shall, during the tenure of the lease, bear and pay directly to the
concerned authorities, the charges for electricity and water consumed by the
Lessee at the Schedule Premises as per the separate meters installed in respect
thereof, and the sewerage charges relating to the Schedule Premises as charged
by the CMWSSB.
6.7 Use of Schedule premises & Return of Possession
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6.7.1 The Schedule premises shall be used only for the purpose of carrying on the
Lessee’s business i.e. running of retail store for selling products and
merchandise supplied by VENUS SPA & SALON PRIVATE LIMITED or its
authorized representatives.
6.7.2 The Lessee shall be entitled to effect such additions or non-structural
alterations to the Schedule Premises as may be required, including but not
limited to improvements, interiors and fit outs to the Schedule Premises, fixing
or installing such devices, gadgets and equipment, furniture and fixtures in the
Schedule Premises as the Lessee may deem fit from time to time for the
purpose of carrying on its business and the Lessor shall render all requisite
assistance to the Lessee to secure any permission / sanction that may be
required therefore under any applicable law that may be in force from time to
time.
6.7.3 The Lessee shall deliver physical vacant possession of the Schedule Premises
to the Lessor at the expiry or earlier termination of this lease in good order and
condition, normal wear and tear excepted. Upon expiry or earlier termination
of the lease, the Lessee shall be entitled to remove all property brought in by it
on to the Schedule Premises.
6.8 Sub-leasing / letting Schedule Premises
In the event VENUS SPA & SALON PRIVATE LIMITED exercising its first
right to refusal as contemplated herein, VENUS SPA & SALON PRIVATE
LIMITED shall have the right to sub-lease, sub-let or transfer the leasehold
interest in the Schedule Premises and part with possession in respect of the
whole or part thereof to any third party except as provided herein.
Use of the Schedule premises by the NATURALS’s Affiliates shall not be
deemed to a sub-lease of the Schedule Premises or assignment of the lease for
the purposes of this clause. The VENUS SPA & SALON PRIVATE LIMITED
may assign this Lease to or authorize the use of the Schedule premises by its
affiliate/s, group company/les or any other person for carrying on its retail
business as may be appointed from time to time.
In this clause, the expression Affiliate in relation to the VENUS SPA &
SALON PRIVATE LIMITED shall mean any entity, which controls, is
controlled by, or is under the common control of the Lessee. The term
“control” for this purpose shall mean the beneficial ownership directly or
indirectly of more than 20% of the voting securities of such entity or
controlling the majority of the composition of the Board of Directors or power
to direct the management or policies of such entity by contract or otherwise.
Lessee herein shall not have any right to sub-lease, sub-let or transfer the
leasehold interest in the Schedule Premises and part with possession in respect
of the whole or part thereof to any third party in any manner whatsoever.
6.9 Inspection of Schedule Premises
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The Lessee shall, after receiving at least 24 (Twenty Four) hours prior notice in
writing from the Lessor, permit the Lessor’s authorized representative to enter
upon the Schedule Premises at reasonable times and during normal business
hours, for inspecting the state and condition of the Schedule Premises.

6.10 Restrictions on the Lessee

The Lessee shall observe the following covenants and be bound by the
following restrictions:
(a) The Lessee shall keep the Schedule Premises clean and usable and shall
maintain at their cost the Schedule Premises in a state of good repair,
normal wear and tear excepted.
(b) The Lessee shall not carry out any unlawful, illegal or dangerous
activity in the Schedule Premises.
(c) The Lessee shall not store in the Schedule Premises goods or
merchandise of a hazardous, combustible or dangerous nature.
(d) The Lessee shall not cause nuisance, disturbance or noise so as to
inconvenience or disturb the neighbors and other occupants, if any, of
the Schedule Premises.

7. COVENANTS, RIGHTS AND OBLIGATIONS OF THE LESSOR

7.1 Title to Schedule Premises

The Lessor covenants that the Lessor has a valid title to the Schedule Premises,
and that the Lessor has good right, full power and absolute authority to grant to
the Lessee the Schedule Premises in the manner herein appearing. The Lessor
hereby agrees to indemnify and keep fully indemnified the Lessee against any
claims, losses or damages that the Lessee may suffer arising out of any claims
against the Lessor’s title or for any other reason to the Schedule Premises or
any interruption / obstruction in the peaceful enjoyment of the Schedule
Premises by the Lessor or any person claiming through or under the Lessor or
by any third party.
7.2 Peaceful Possession
The Lessee, on paying the rent in the manner herein provided and on observing
and performing the covenants, conditions and stipulations herein contained,
shall have unimpeded use, complete and peaceful enjoyment and occupation or
the Schedule Premises during the period or the lease at all hours without any
let, obstruction, eviction, interruption and/or disturbance, claim and demand
whatsoever by the Lessor or any person or persons lawfully or equitably
claiming by, from, under or in trust for the Lessor. The Lessor hereby agrees to
indemnify and hold harmless the Lessee against any claims, losses or damages
that the Lessee may suffer on account of disturbance or interruption for
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unimpeded use, complete and peaceful enjoyment and occupation of the

Schedule Premises attributable to breach of any of the obligations of the
Lessor.
The Lessor does hereby irrevocably and unconditionally state that in the event
the peaceful possession of the Schedule Premises is hampered on account of
any action initiated try any statutory authority including but not limited to
CMDA and/or Chennai Corporation, the Lessor shall earnestly endeavor to
ensure that the same does not in any way hamper the functioning of the
business from the Schedule Premises.
It is further agreed that in the event of a prospective closure of Schedule
Premises, the Lock-in period and/or notice period if any as mentioned in the
Lease Deed shall cease to hold force and Lessee and/or VENUS SPA &
SALON PRIVATE LIMITED shall be well within its rights to terminate the
Lease Deed.
7.3 Electricity
The Lessor shall provide and maintain during the subsistence of the lease an
operational electric power load of 30 KVA at the Schedule Premises for the
exclusive use of the Lessee.
7.4 Taxes & Outgoings
Lessor shall bear and pay all municipal taxes, property taxes and other taxes,
levies, cesses, outgoings and charges payable in respect of the Schedule
Premises, and any increase / enhancement thereto, directly to Schedule
Premises, and any increase / enhancement thereto, directly to the concerned
authorities. Lease shall only be liable for payment of Service Tax on the Rent
payable under the Agreement for which an invoice shall be raised by the
Lessor.
7.5 Repairs
The Lessor shall, at their expense, carry out all major repairs and maintain in
good condition, the roof and walls of the Schedule Premises, and be
responsible for repairs relating to leakage of roof, damage to the walls, bursting
of water pipes or defective sewerage system in the Schedule Premises. The
Lessor shall give 48 (Forty eight) hours notice to the Lessee intimating the
Lessee of the proposed repairs to be undertaken, and shall have the repairs
carried out so as to cause minimum obstruction or disruption, if any, to the
Lessee’s peaceful occupation and use of the Schedule Premises.

7.6 Insurance
Throughout the term of the Agreement, the Lessee shall not be responsible for
Insurance of the schedule premises. Lesses shall not be responsible for any
damage to the premises by reason of fire, accident, strike, war or any other
violence, floods, earthquake, or any act or condition beyond the reasonable
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control of the Lessee. Lessee shall install fire fighting equipment to as required
to protect its merchandise, and fixtures in the schedule premises.

8. TERMINATION OF LEASE
8.1 Unless otherwise terminated as provided herein, this Agreement shall be
effective from the date of execution hereof and any renewed term thereof and
continue in force for the term set forth in Clauses 1 and such renewed term.
8.2 Termination for cause:
8.2.1 The Lessee shall be entitled to terminate the lease granted in this Agreement
upon one months notice, if the Lessor defaults in the performance of any of its
obligations under this Agreement and such default is not cured within 30
(Thirty) days after the receipt of a notice of default issued by the Lessee.
8.2.2 The Lessor shall be entitled to terminate this Agreement if (a) the Lessee
defaults in payment of rent for a period of three (3) consecutive months and the
arrears so due are not paid with one (1) month of receipt of notice in respect
thereof; or (b) the Lessee commits a material breach of the terms and
conditions hereof which is not cured within 30 (Thirty) days of receipt of
notice in that regard. A ‘material breach’ for the purposes of this clause shall
be such a breach which endangers the safety and stability of the Schedule
Premises.
8.2.3 If the whole or any portion of the Schedule Premises shall, at any time, be
destroyed or damaged by a Force Majored condition (as defined in Clause 10
below) event, so as to be rendered inaccessible or uninhabitable, the Lessee
shall have the right to terminate this Agreement with immediate effect, without
any cost or liability on account thereof.
8.2.4 The Lessee shall be entitled to terminate the lease during the Term of Lease
and renewals, if any, without any payment , forthwith upon the happening of
the following:
i. Peaceful possession and enjoyment of the Schedule Premises is
disturbed, interrupted or hampered in any manner whatsoever due to any
non-compliance with local land laws or other statutory
requirements/compliances or otherwise not having been maintained
during the term of the lease by the Lessor; of
ii. There is a defect in the Lessor’s title to the Schedule Premises;
iii. Any of all representations of the Lessor are found to be untrue /
incorrect;

8.3 Termination without cause

8.3.1 The Lessee will not terminate the lease before expiry of a period of 12
(Twelve) months from the Commencement Date, except for reasons stated in
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Clause 8.2 above (‘Lock-in Period’). In the event, the Lessee terminates the
Agreement within the Lock in period, for reasons other than those mentioned
in clause 8.2, Lessee shall be liable to pay to the Lessor Rent for the balance
unexpired period of Lock-in-period.
8.3.2 After expiry of the Lock-in period, the Lessee shall be entitled, at any time
during the subsistence of the lease or any renewed term thereof to terminate the
lease upon six (6) months prior notice to the Lessor or by paying 6 months rent
in lieu thereof without assigning any reason therefore.
8.3.3 The Lessor shall not be entitled to terminate the lease during the subsistence of
the lease or any renewed term thereof except for reasons stated in clause 8.2.
8.4 Upon any termination of this Agreement, the Lessor shall refund to the Lessee
all unadjusted monies refundable by the Lessor to the Lessee in accordance
with the terms of this Agreement, and simultaneously, the Lessee shall hand
over physical vacant possession of the Schedule premises to the Lessor in good
tenantable condition, subject to normal wear and tear. Thereupon, the Lessor
and Lessee shall be released from all obligations and liabilities to the other
occurring or arising after the date of such termination, provided that no such
termination will relieve either party from any liability arising under this
agreement occurring prior to termination. Any provision of this Agreement,
which is expressly or by implication to continue in force after termination,
shall continue in full force and effect.
8.5 Upon any termination notice being served by Lessor or Lessee herein, a copy
of such termination notice same shall also be served on the NATURALS.
8.6 Upon any termination notice being served by Lessor or Lessee herein, a copy
of such termination notice same shall also be served on the NATURALS.
8.7 In the event VENUS SPA & SALON PRIVATE LIMITED decides to take the
schedule premises directly on leasehold / leave and license basis from the
lessor, in such an event Lessee shall surrender his leasehold / licensed right in
the schedule premises in favour of VENUS SPA & SALON PRIVATE
LIMITED without any demur and Lessor shall have no objection to such
surrender of Lessee’s rights in favour of NATURALS. Further in such an a
fresh lease deed / License agreement shall be executed between VENUS SPA
& SALON PRIVATE LIMITED & Lessor on same terms and conditions for
unexpired period of lease and same shall be duly stamped and registered
entirely at NATURALS’s cost.

9. DISPUTE RESOLUTION
9.1 Except as otherwise specifically provided in this agreement, the following
provisions apply if any dispute or difference arises between the Parties arising
out of or relating to this agreement (The ‘Dispute’).
9.2 A Dispute will be deemed to arise when one Party serves on the other party a
notice stating the nature of the Dispute (a ‘Notice of Dispute’).
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9.3 The Parties hereto agree that they will use all reasonable efforts to resolve
between themselves, any Disputes through negotiations.
9.4 Any Disputes and differences whatsoever arising under or in connection with
this agreement which could not be settled by parties through negotiations, after
a period of seven (7) business days from the service of the Notice of Dispute,
shall be finally settled by arbitration in accordance with the Arbitration and
Conciliation Act, 1996 and any amendments thereto and:
i. All proceedings shall be conducted in English and a daily transcript in
English shall be prepared;
ii. There shall be three (3) arbitrators, one to be selected by Lessor, one to
be selected by Lessee and the third to be selected by the two arbitrators
appointed by Lessor and Lessee, who shall serve as Chairman of the
Arbitration Panel;
iii. The venue of arbitration shall be in CHENNAI, India; and
iv. The decision of the arbitrators shall be final and binding on the parties.

10. FORCE MAJEURE

If the performance by either party, of any of its obligations under this
Agreement is prevented, restricted or interfered with by reason of, fire,
accident, strike, war or other violence, any law, or regulation of any
government, or any act or condition whatsoever beyond the reasonable control
of such party (each such event shall be called a “Force Majeure” event), then
such party shall be excused from such performance to the extent of such
prevention, restriction or interference; and provided further that such party
shall use reasonable efforts to avoid or remove such cause of non-performance
and shall continue performance hereunder whenever such prevention,
restriction or interference are removed. The Lessee shall not be required to pay
rent or any portion thereof during the continuance of the Force Majeure event,
if such Force Majeure event renders the entire Schedule Premises or a portion
thereof unusable, until the Lessor repairs or renders the Schedule Premises or a
portion thereof, usable by the Lessee in terms hereto.
11. INDEMNITY
Lessor and Lessee shall defend, indemnify, and hold harmless the other from
and against any claim, liability, demand, loss, damage, judgment or other
obligation or right of action, which may arise as a result of breach of this Deed
by such party. In addition, the Lessor shall defend, indemnify, and hold
harmless the Lessee from and against any claim, liability, demand, loss,
damage, judgment or other obligation or right of action, which may arise due
to non-compliance with any statutory requirements, defect in title, absence of
any requisite sanctions, permits, permissions and approvals relating to the
 14

Schedule premises and all portions thereof, for the intended use by the Lessee,
so as to ensure that the Lessee can enjoy peaceful possession of the schedule
premises without any let or hindrance from any authority/ies or any other
government or statutory bodies or misrepresentations of and by the Lessor.
In the event, the Schedule Premises faces closure on account of any action /
inaction on the part of the Lessor; rent for the Schedule Premises shall
immediately cease and the Lessee shall not be liable to pay rent for such period
during which the Schedule Premises remains inoperable. The Lessor shall also
make good any losses incurred by the Lessee on the Schedule premises on
account of any damages caused by demolitions, if any carried out on the larger
premises where the Schedule premises is located.
In the event of an impending closure that Lessors shall additionally facilitate
removal of all fittings and fixtures including the stocks of the Lessee lying at
the Schedule premises. In the event, the Lessor is unable to do so, it shall pay
VENUS SPA & SALON PRIVATE LIMITED an amount of
Rs.------------------------/- (Rupees ------------------------ only) which shall be
equivalent to the cost of such fittings and fixtures and inventory lying in the
Schedule Premises. Such amount shall be depreciated @ 18.5% per annum.
That in the event of lessee terminating the Lease Deed on account of any
reasons mentioned in Clause 7.2 of this Agreement, the Lessor shall also make
good the cost incurred by the Lessee in improvement(s) carried out at the
Schedule Premises which are immovable in nature including but not limited to
flooring, electrical wiring, A/C ducting etc. The Lessor shall further
immediately refund the entire Security Deposit amount as deposited under this
Lease Deed.
12. NOTICES
12.1 Any notice or other information/document required or authorized by this
agreement to be given shall be given in writing, in English and by:

a) Delivering it by hand (a written acknowledgement in receipt

thereof shall be sufficient evidence that the notice or other
information has been duly given); or
b) Sending it by a recognized courier or by registered post; or to the
relevant parties at the addresses referred to in clause 12.3 below.

12.2 Any notice or information given by post / courier in the manner provided by
Clause 12.1(b) which is not returned to the sender as undelivered shall be
deemed to have been given on the third day after the envelope containing it
was so posted, Proof that the envelope containing any such notice or
information was properly addressed, pre-paid, and couriered/posted, and that it
has not been returned to the sender, shall be sufficient evidence that the notice
or information has been duly given.
 15

12.3 The address and other details of the parties for the purpose of communication,
unless otherwise notified in writing to the other party shall be the address
referred to first above.
13. ATTORNMENT
In the event the Lessor decides to sell, assign, convey, transfer or otherwise
dispose of his right, title and interest in the Schedule premises during the
subsistence of this lease, such sale, assignment, conveyance or transfer in any
manner of the Schedule Premises shall not affect the rights of the Lessee &
VENUS SPA & SALON PRIVATE LIMITED under this agreement. The
Lessor shall obtain appropriate written documents from such transferee/s
stating that they shall step into the shoes of the Lessor, that they
unconditionally agree to the terms and conditions of this agreement, and be
responsible for refund of the Security Deposit in terms hereof as stated above,
and that they shall ensure that the Lessee shall continue to use the Schedule
Premises during the remaining term of the lease and any renewed term thereof.
14. MISCELLANEOUS
14.1 This Agreement has been executed in three sets, the original being retained by
the Lessee, the duplicate by the Lessor and third copy being retained by
NATURALS.
14.2 The stamp duty and registration charges payable in respect of this Agreement
shall be borne and paid for by the Lessee.
14.3 No part of this Agreement shall be amended, varied, substituted or changed in
any manner except by a written instrument duly signed by the parties to the
agreement.
14.4 If any provision of this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision that is valid and
enforceable and most nearly gives effect to the original intent of the invalid /
unenforceable provision.
14.5 This agreement constitutes the entire agreement and understanding of the
parties in respect of this lease and superseded any and all prior negotiations,
correspondence, agreements, understandings duties or obligations between the
parties in respect hereof.

SCHEDULE PREMISES
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All that piece and parcel of immovable property being commercial premises being ----
………………………………….. CHENNAI-600 000 Super built up area ……. sq.
ft bounded on the

North by : ………….
South by : …………….
East by : ………………
West by : ……………

INWITNESS WHEREOF THE LESSOR AND THE LESSEE HAVE AFFIXED

THEIR SIGNATURES TO THIS AGREEMENT ON THE DAY, MONTH AND
YEAR FIRST ABOVE MENTIONED IN THE PRESENCE OF THE FOLLOWING
WITNESSES:

LESSOR LESSEE VENUS SPA & SALON

PRIVATE LTD
For

Witnesses:
1. 2.

Signature: Signature

Name: Name:

Address: Address: