CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT (Agreement) is made this 21st day of August, 2008, by and between ___________________________________________(hereinafter

referred to as The Party of the First Part ) duly represented by ______________________________________ and having their registered office at _____________________________________ And ______________________, (hereinafter referred to as The Party of the Second Part) and having its office at _____________________________. RECITALS A. Party of the First Part and Party of the Second Part have expressed interest in exploring the possibility of entering into business transactions (a Transaction). B. Toward this end, Party of the Second Part would require Party of the First Part to make available to it certain confidential information for the limited purpose of __________________________________________. C. Party of the First Part are willing to facilitate such transactions by providing Party of the Second Part with certain confidential information and other assistance upon the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Party of the Second Part and Party of the First Part agree that each will hold in confidence the existence of this Agreement and the fact that any discussions are taking place regarding the Transaction. Party of the First Part shall disclose to Party of the Second Part and his representatives confidential information on a need to know basis, provided that each of the Representatives shall be advised of, and agree to be bound by, the terms of this Agreement. 2. The term Confidential Information, as used in this Agreement, shall mean information or material relating to Party of the First Part provided to Party of the Second Part and identified in

writing by Party of the First Part as confidential. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information: designs, drawings, specifications, data, diagrams, technical information, flow charts, marketing techniques and other information related to customers and suppliers, trade secrets, pricing policies, contracts, financial information, analysis, forecasts, studies, business plans and any other information about the business or operations of Party of the First Part designated as Confidential Information. 3. Notwithstanding the foregoing, Confidential Information does not include information which: (a) was known to Party of the Second Part without any obligation of confidentiality prior to the disclosure by Party of the First Part ; (b) is or becomes generally available to the public other than by breach of this Agreement; (c) is revealed to Party of the Second Part by a third party who to the knowledge of Party of the Second Part has not breached any obligation of confidentiality; or (d) is independently developed by Party of the Second Part or its Representatives. 4. Party of the Second Part agrees to hold, and to cause its Representatives to agree to hold, all Confidential Information in confidence, and not to directly or indirectly cause or permit the disclosure, publication, transfer, misappropriation or revealing to any person or entity of such Confidential Information, other than to its Representatives who have a need to know in connection with discussions concerning a possible Transaction, without the express prior written consent of a duly authorized Representatives of Party of the First Part , except as required by law. Party of the Second Part also agrees, and will cause its Representatives to agree, not to use the Confidential Information for any purpose at any time, other than for the sole purpose of considering and evaluating a possible Transaction. 5. In the event that discussions relating to a possible Transaction cease for any reason, Party of the Second Part shall (a) destroy all copies of any Confidential Information and confirm such destruction to Party of the First Part in writing, (b) not make any other use of such Confidential Information, and (c) not provide such Confidential Information to any other person or entity for any purpose, except as required by law. 6. Unless and until this Agreement is terminated by mutual agreement, each party hereto agrees to obtain the approval of the other party prior to issuing any press release, public statement or announcement regarding a possible Transaction or the fact that the parties are engaged in discussions or have exchanged information. In the event that Party of the Second 2

Part or any of its Representatives is required or becomes legally compelled (by oral questions, interrogatories request for information or documents, subpoena, regulatory inquiry, criminal or civil investigative demand or similar process, or otherwise) to disclose any Confidential Information, Party of the Second Part will provide Party of the First Part with written notice within ten calendar days so that Party of the First Part may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Party of the First Part shall promptly advise Party of the Second Part of the action it intends to take. In the event no such protective order or other remedy is obtained, or that Party of the First Part waives compliance with the terms of this Agreement, Party of the Second Part will furnish only that portion of the Confidential Information which (based on the advice of counsel) is legally required, and will attempt to obtain confidential treatment for such Confidential Information from the person, regulatory authority or other entity to whom it is disclosed. 7. Party of the Second Part understands and agrees that, because of the unique nature of the Confidential Information, Party of the First Part or third parties will suffer immediate, irreparable harm in the event Party of the Second Part fails to comply with any of the obligations in this Agreement and that monetary damages will be inadequate to compensate Party of the First Part for such breach. Accordingly, Party of the Second Part agrees that Party of the First Part will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to enforce the terms of this Agreement. 8. Also, Party of the First Part understand and agree that, because of the unique nature of the Transaction, Party of the Second Part or third parties will suffer immediate, irreparable harm in the event Party of the First Part fail to comply with any of the obligations in this Agreement and that monetary damages will be inadequate to compensate Party of the Second Part for such breach. Accordingly, Party of the First Part agrees that Party of the Second Part will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to enforce the terms of this Agreement. 9. The obligations of the parties to maintain confidentiality under this Agreement shall expire on the date twelve months after the date of the Agreement. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written agreements, representations and understandings. In the event that any provision hereof or any of the parties obligations is 3

found invalid or unenforceable pursuant to judicial decree or decision, any such provision or obligation shall be deemed and construed to extend only to the maximum permitted by law, and the remainder of the Agreement shall remain valid. The interpretation and performance of this Agreement shall be governed by the laws of India. This Agreement may only be amended or modified in writing signed in advance by authorized Representatives of both parties. Each party shall bear its own costs and expenses (including the fees and expenses of its own professional advisors and any brokers or finders fees) incurred in connection with the matters contemplated by this Agreement. 10. It is also agreed upon by both the parties Party of the First Part and Party of the Second Part - to guard the interest of each other and not to divulge any information it may possess about the other to any third party other than as required by law. In Witness whereof, this Agreement has been executed by the authorized officers of each of the parties as of the date first above written For Party of the First Part Part For Party of the Second

Authorised Signatories Witnessess: 1.

Authorised signatories

2.