MEMORANDUM OF UNDERSTANDING

THIS DEED OF MEMORANDUM is entered on this ___ day of October 2011 at

Mumbai BETWEEN MR. MOHAMMED RAZA, an adult, Indian Inhabitants of Mumbai, residing at 47, Krishna Apartment, 2nd floor, Flat No. 203, Malvani, MHADA No.8, Malad (W), Mumbai 400095 , hereinafter after referred to as the party of the First Part The Developer (which expression unless repugnant to the context or meaning thereof shall mean and include his heirs, executors, administrators and assigns) AND (1) Mrs. Lorraine Conrad Mendonza (2) Mr. Conrad George Mendonza, both adults, Indian

Inhabitant of Mumbai residing at House No.120, Alex Villa, Kalina Kolivary Village,

Santacruz (E), Mumbai 400098, hereinafter referred to as the party of the SECOND PART The Investors; (which expression unless repugnant to the context or meaning thereof shall mean and include their heirs, executors, administrators and assigns) AND (3) Mr. Mohammed Shoaib Khan, aged 28 years, Indian Inhabitant of Mumbai residing at 47, Krishna Apartment, 2nd floor, Flat No. 203, Malvani, MHADA No.8, Malad (W), Mumbai 400095 hereinafter referred to as the party of the THIRD PART The Confirming Party; (which expression unless repugnant to the context or meaning

thereof shall mean and include his heirs, executors, administrators and assigns) of the Other Part.

AND WHEREAS The Party of the First The Developer has taken amounts in respect of various property and friendly loan from the Investors, which is as follows : 1. Property bearing CTS No. A/439 (Part), being Plot No. 121B, along with structure standing thereon, at Bazaar Road, Bandra (West), Mumbai 400050, wherein the Developers (along with his partner Mr. Khalid Jalaluddin Khan) has thereby agreed and executed an Agreement for Sale dated 27th April 2004 to hand over a flat admeasuring an area of 500 sq.ft.(built-up) on the Ground Floor, in lieu of Rs.2,00,000/- given by the Investor and receipt availed thereof, 2. Property at 64, Chappel Road, Bandra (West), Mumbai 400050, wherein the Developer has thereby executed Receipt of amount Rs.2,00,000/- dated 3rd August 2005 and agreed to hand over 30% to the Investor by the Developer. 3. Developer The Party of the First Part has taken Friendly Loan/s from the Investor amount of Rs.17,80,000/- (Rupees Seventeen Lacs Eighty Thousand

only) and agreed to hand over flats against the said amount of Rs.17,80,000/and handed over Receipt cum Writing dated 26th January 2006, 4. Property bearing CTS No. A/489, along with structure standing thereon, at Bazaar Road, Bandra (West), Mumbai 400050 situated at 96-A, Bazar Road, Bandra (W), Mumbai 400050, wherein the Developer has thereby agreed and executed an Agreement for Sale dated 4th June 2009 and agreed to hand over a flat admeasuring an area of 500 sq.ft.(built-up) on the Ground Floor, as amount of Rs.19,00,000/- (Rupees Nineteen Lakhs only) taken from the Investor and receipt availed thereof along with the Agreement for Sale on Ownership Room, Irrevocable Power of Attorney dated 4th June 2009 on behalf of Mrs. Lorraine Conrad Mendonza duly Attested by the Notary of Maharashtra, hereinafter referred to as the said properties.

AND WHEREAS now due to personal and various reasons, the party of the First Part had not commenced or executed works nor had handed over the friend loans nor the properties / flats as agreed from time to time to the Party of the Second Part the Investor herein. Thereby the Party of the First Parts son Mr Mohammed Shoaib Khan the Confirming Party has agreed to transfer to Second Part The Investor herein, the premises / Flats comprising of Flat No.201, adm. 560 sq.ft, Flat No. 202 adm 330sq.ft., Flat No. 203, adm. 330, Flat No. 204 adm. 485 sq.ft. on 2 nd Floors at Shri Krishna Apartment, Sector No.5, Koparkhairne, Navi Mumbai to hand over and acquire all rights, title and interest of the First Part in the said premises / Flat with the permanent and absolute rights of use and occupation of the said entire premises/ Flats by the Confirming Party and further also agreed to hand over two Shops admeasuring 560sq.ft. and 260 sq.ft. at House No. 1470/0004, Malmatta No. VAS-KPR-1470(C)0004, Kopairkhairne, Navi Mumbai.

Whereas the party of Confirming Part shall handover the vacant and peaceful possession of the said Flats and Shops as mentioned herein above to the party of the Second Party The Investors, on the execution of this M.O.U. within a period of six (6) months from the date of execution of the MOU failing which the Confirming Party and the Party of the First Part shall be liable for legal proceedings. Further, the Confirming Party has handed over Deed of Conveyance to the Party of the Second Part.

It is further agreed mutually between all the Parties, the Developer, The Investor and the Confirming Party that as soon the premises (i.e flats and shops ) are handed over to the Investor within the Stipulated period of time mentioned herein above, the Investor agreed to hand over the documents and receipts of the properties mentioned hereinabove which are duly signed by the Party of the First Part i.e. Mr. Mohammed Raza,, shall be handed back to the Party of the First part..

Whereas the Party of the Second Party has further invested with the Party of the First Part various amounts and the receipt and documents are duly signed as an assurance of the amount taken and the value thereof to be refunded with profits to the party of the Second Part, the Investors mentioned herein.

That the First Party and the Confirming Party hereby undertakes to abide by the terms and conditions and the covenants hereinabove written and that the time is essence of this agreement.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands on the day and the year first hereinabove written.

SIGNED SEALED AND DELIVERED By the within named the FIRST PARTY MR. MOHAMMED RAZA In the presence of ..

) ) ) )

SIGNED SEALED AND DELIVERED By the withinnamed the SECOND PARTY 1. MR. CONRAD GEORGE MENDONZA 2. MRS. LORRAINE CONRAD MENDONZA in the presence of .. .. ..

) ) ) ) )

SIGNED SEALED AND DELIVERED

By the within named the CONFIRMING PARTY) MR. MOHAMMED SHOAIB KHAN In the presence of .. ) )

Witnesses : 1.

2.