LEASE DEED

This Lease Deed is executed on this the ………………….. Day of

……………………….., 2008 by and between

Mr………………………………………………………………………………

………………………………………

(hereinafter referred to as “Lessor” (which expression shall, unless repugnant

to the context thereof, mean and include his successors, legal heirs, executors,

administrators and permitted assigns) represented by its authorized signatory

Mr………………………..of the First Part;

AND

……………………………………hereinafter referred to as the `Lessee'

(which expression shall wherever the context as required or admits shall mean

and include its successors, executors and administrators) represented herein by

its duly constituted Authorized Signatory of the Second Part.

A. WHEREAS the Lessor has represented that it is the lawful owner of the

premises bearing No. ………………having area of around ………Sq Ft

carpet area in the …………… floor and ………….sq.ft area carpet in

the …………… floor (more fully described in the Schedule written

hereunder) and which is hereinafter referred to as the Schedule

Premises.

B. WHEREAS the Lessee is engaged in the business of

……………………………….

C. WHEREAS the Lessor has assured and guaranteed that the schedule

premises could be used by the Lessee for conducting its Commercial

activities and for retail purposes and that such use of the Schedule

premises by Lessee is fully permissible. The Lessee believes the said

representation as correct and in good faith has accepted the same.

D. WHEREAS the Lessor is desirous of letting and the Lessee is desirous

of taking the Schedule premises on Lease, on terms and conditions

contained herein, which have been mutually agreed upon.

ACCORDINGLY THIS INDENTURE OF LEASE WITNESSETH

THAT the Lessor hereby agrees to let and the Lessee hereby agrees to

take on Lease the Schedule premises on the terms and conditions

mentioned hereinafter:

1. D etails of the Premises:

The Lessor has represented that it is the absolute owner of a chargeable

area of ……………Sq Ft in the ………….. floor at the commercial

premises situated at No. ……………………………. In consideration of

payment of monthly Lease rent hereinafter reserved, Lessor hereby

agrees in principle to grant on Lease the Schedule premises together

with the rights to use the entrance, elevators, passages, staircases,

landings, lobbies, lifts and other common areas etc. pertaining to

Schedule Premises.

2. Period of Lease:

This Lease shall be for a period of ….. years commencing from

……………… i.e. the date when the Lessee starts payment of lease rent

after the rent free fit out period granted by the Lessor to the Lessee.

(hereinafter referred to as the “effective date). It is further agreed by the

parties that upon the expiry of the said period of …………… years this

Lease may be further renewed upon the mutual representations.

3. Lease Rent:

a. The Lease rent for the Schedule Premises on commencement

of Lease shall be a sum of Rs……………./-(Rupees

…………………. only) per month. The payment of the Lease

rent by the Lessee shall commence from

…………………………….. The aforesaid Lease rent shall be

payable in the name of Mr……………….in the following

manner:

From ………….to……………..

Rs…………………..

From…………………to……………………..

Rs.……………………………

From…………………..to…………………

Rs.………………………..

b. It is agreed that the above Lease Rent shall be payable by the Lessee to

the Lessor on or before 10th day of every succeeding month for the

Lease Rent that has become payable for the previous month subject to

tax deduction at source as applicable.

c. No other consideration, remuneration, charges or the like, by whatsoever

name called, shall be payable by the Lessee other than the aforesaid

Lease Rent. It is however understood that the Lessor shall be solely

responsible for all current and future building municipal taxes and such

other local levies on the Schedule Premises, if any.

4. Refundable Security Deposit:

a. An interest free refundable Security deposit amount of

Rs……………../-- (Rupees ……………………… only) shall be

payable by the Lessee to Lessor in the name of Mr.

…………………………..as follows:

i. Sum of Rs………………/-/- (Rupees ………………………. only)

has been already paid to the Lessor at the time of signing the LOI;

ii. Sum of ……….. (Rs…………………../- (Rupees ………………

only) to be paid to the Lessor at the time of signing this Lease deed.

iii. Sum of Rs…………/ - (Rupees ……….. ) shall be paid to the Lessor

at the time of the handing over the vacant possession of the Schedule

premises by the Lessor to the Lessee.

b. The Lessor shall refund such Security Deposit to Lessee upon expiry or

termination of the Lease as per terms of this Lease Deed. In case if the

Lessor fail to refund the security deposit to the Lessee, the Lessee shall

continue to occupy the schedule premises without payment of any Lease

Rent till such time the Lessor refunds the security deposit. The refund of

the security Deposit by the Lessor and handing over the possession by

the Lessee shall be simultaneous and reciprocal.

c. The said Security Deposit shall also be refunded forthwith by the Lessor

to the Lessee in case of any such unforeseen action that may proposed to

be initiated by any Statutory authority including but not limited to the

Municipal corporation of ………….. with regard to the schedule

premises. The said action by any authority may be including but not

limited due to any defect in the Title to the Schedule premises or with

respect to the unauthorized construction and/or with regard to the misuse

of either the entire and/or portion of the Schedule premises by the

Lessor.

5. Fit Out Period:

The Lessor has undertaken that he shall hand over the Schedule

premises in a good and tenantable condition on or before

………………………. to the Lessee for the Lessee to carry out its

interior decorations. The Lessor has agreed that they shall provide

………..days from the date of handing over the vacant possession of the

Schedule premises to the Lessee to carry out its interiors. The said

period of ………. days shall be construed as Lease Rent Free period

and/or fit out period. The Lessor agrees that during this period they

shall not be entitled for any Lease Rent from the Lessee.

It is agreed that if the Lessor fails to hand over the possession of

the Schedule premises within the on or before the aforesaid date then the

Lessor shall pay Rs……… per day as penalty amount to the Lessee until

the date of delivery of the vacant schedule premises to the Lessee.

6. Usage:

Lessee shall not sublet, underlet or part with possession of the Schedule

Premises and shall use the premises for conducting business of

…………………..

8. Electricity and Water Charges:

The Lessor shall provide a separate meter for electricity and the water

consumed by the Lessee shall be paid directly to the concerned

authorities promptly without any default or delay by the Lessee.

9. Taxes:

The Lessor shall pay the property taxes or any other taxes / Levies

imposed by any authority with respect to the Schedule Premises to the

respective authorities. The Lessee shall pay the taxes with respect to its

business.

10. Building Maintenance:

The Lessor shall maintain the Schedule premises/building and all the

amenities in good and tenantable condition to the satisfaction of the

Lessee. The costs of any repairs including structural repairs that may be

incurred in keeping the Schedule premises/building in a good condition

shall be borne by the Lessor themselves.

11. Insurance:

It is specifically understood that the Lessor shall insure the said

Schedule Premises against the risk of fire, lightening and any

earthquakes. Similarly the Lessee shall insure all the materials and

whatever merchandises that may be inside the schedule premises in a

similar way.

12. Display of Signboard:

The Lessor shall permit the Lessee to display its name or signboard,

Brand or product names at any part of the Schedule premises/Showroom

and also at the exterior thereof as well as upon entrances, passages,

gateways and upon boundary walls. The Lessor has agreed that they

shall not object to any such display by the Lessee.

13. Additions and Alterations:

The Lessee shall be entitled to make any structural alterations or

additions to the schedule Premises without the written consent of the

Lessor. The Lessee shall however be entitled to erect wooden,

aluminum, brick or other light weight partitions and other modifications

within the allowable structural load limits, in the Schedule premises and

to make alterations to light points, wiring plumbing, ventilation,

generator and electrical installations and sanitary fixtures. It shall also be

entitled to remove the same or leave it to the Lessor at the time of

vacating the Schedule premises. Such decision of the Lessee is its sole

discretion.

14. Inspection:

The Lessee shall permit the Lessor during working hours in the daytime

and upon making prior appointment with the Lessee, to inspect the

Schedule Premises at regular intervals and satisfy himself that the

Lessee is using the Schedule premises according to the terms of this

agreement.

15. Representation:

The provisions of this agreement shall bind the heirs, executors, legal

representatives, successors of the Lessor and/or such assignees of the

Lessor as are expressly permitted in writing by the Lessee. During the

continuance of this Agreement, the Lessor shall not except with the prior

written permission of the Lessee, be entitled to transfer or dispose of or

alienate the premises/building or any part thereof in any manner or enter

into any such arrangement as a result of which the use or possession or

facility of the Schedule premises or the carrying on of the business

envisaged herein is in any manner jeopardized or effected. In the

unlikely event of the Lessor selling, disposing of or alienating the said

premises in any manner, the Lessor shall ensure that all the rights of

Lessee under this Lease Deed are protected and that all the terms of this

Lease are binding on such transferee of the Schedule Premises as if this

Lease was originally entered into with such transferee and such sale,

transfer or disposal as aforesaid had not happened at all.

16. Statutory Clearances and Permissions:

That Lessor shall ensure that all the statutory clearances and permissions

from all statutory authorities in respect of the Schedule Premises

including compliance with all building Bye laws, local laws, Legislation

of the Government and/or any local bodies and/or any other authority

and also to provide electricity and water connection and also to ensure

that the said clearances and permissions are available at all times during

the subsistence of this Lease.

17. Indemnity:

The Lessor shall indemnify and keep the Lessee indemnified against any

and all claims, demands, losses, costs damages, suits, judgments,

penalties, expenses, and liabilities of any kind or nature whatsoever

imposed by or payable to any statutory authority or by any third party to

the extent that they are attributable to any express or implied act, default

or omission of Lessor or to any breach or non compliance by Lessor of

any of the terms of this Lease. The Lessor shall further indemnify and

keep the Lessee indemnified against any adverse consequences arising

out of non compliance with the conditions under this Agreement and has

undertaken that they shall alone bear any costs, damages, penalties or

any other loss by whatsoever name, to the exclusion of the Lessee. Any

loss or penalty imposed on account of the failure to adhere to any of the

conditions stipulated in this Agreement shall be borne by the Lessor and

the Lessee shall not be liable for any damages or payments in this

regard. The Lessor undertakes that they shall make good any loss or

damage that the Lessee might suffer on account of the failure of the

Lessor to adhere to any of the conditions stipulated under this

Agreement.

The Lessor further undertakes that they shall indemnify and make good

any loss or damage that the Lessee might suffer on account of any action

by any statutory authority including but not limited to the Municipal

Corporation of ……………. with regard to the Schedule premises. And

such action may be including but not limited due to any defect in the

Title to the Schedule premises or with respect to the unauthorized

construction and/or with regard to the misuse of either the entire and/or

portion of the Schedule premises by the Lessor.

18. Stamp and Registration Charges:

It is agreed that charges with regard to Stamp and Registration Charges

of this Lease deed shall be equally shared by both the parties.

19. Notice:

All approvals, consents and notices required to be given or served

hereunder shall be delivered, sent, by registered post or by telex or

telefax or couriered to the following addresses:

By the Lessee to:

……………………………….

……………………………….

……………………………….

By the Lessor to:

……………………….

………………….

………………….

20. Force Majeure:

The parties hereto shall not be responsible for failure to perform

hereunder due to force majeure, which shall include to an act of God,

fire, flood, explosion, war, riot, terrorist acts, sabotage, strike, lock-outs.

If force majeure shall occur the affected party shall promptly give notice

thereof to the other party, and use best efforts to cure and correct the

effects of such events of Force Majeure. If the Force Majeure event

continues for more than three months then the Lessee can terminate this

agreement and the Lessor shall forthwith refund the Security deposit

paid by the Lessee.

21. Termination:

The Lessee can terminate this Lease for whatsoever reason by giving 90

days written notice to the Lessor at the address mentioned at Clause 19

supra. The Lessor can terminate this Agreement, if the Lessee fails to

pay the Lease rent consecutively for three months and if the Lessee fails

to rectify the same with in thirty days from the date of receipt of the due

notice from the Lessor.

22. Entire Agreement:

This Agreement constitutes the entire understanding of the parties and

prevails over all other representations whether oral or in writing made

prior to the date of the agreement.

23. Arbitration:

In the event of any dispute, differences or claims arising between the

parties in connection with this agreement or the construction or

interpretation of any of the clauses hereof or any thing done or omitted

to be done pursuant hereto, the parties shall first endeavor to amicably

settle such disputes, differences or claim failing which the same shall be

settled in accordance with the Arbitration and Conciliation Act 1996 and

the venue of such arbitration shall be only at ……………….

24. Applicable Law and Jurisdiction:

The applicable Indian Law shall govern this Lease and all the terms and

provisions and contentions of this Lease and both parties hereby submit

to the jurisdiction of the Court with in …………. City as per applicable

law.

S C H E D U L E

All that piece and parcel of the commercial premises situated at No.

…………………………… having total area of ………..Sq Ft carpet

area on the ……….. floor and……………… sq.ft area carpet bounded

as follows:

East By :

West By :

North By :

South By :

together with the rights to use the entrance, elevators, passages,

staircases, landings, lobbies, lifts and other common areas etc. pertaining

to Schedule Premises.

IN WITNESS WHEREOF the parties have set their hands to this

Lease deed on the day, month and year as first mentioned above.

…………………………… For …………………………..

Lessor Lessee

Authorized Signatory

WITNESSED BY:

1.

2.