A. the Owner Is a Member of the Juhu Sea View Co-Operative Housing Society Limited (Registration

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CONDUCTING AGREEMENT

THIS AGREEMENT is made, entered into and executed at Mumbai, this day of August, 1999 by and between ROSE FARMS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at 6, Shyam Vihar Maharajas, Linking Road, Opp. Khar Telephone Exchange, Khar, Mumbai - 400 052 represented by its Directors Mr.______and Mr.______, (hereinafter referred to as the "OWNER" which expression shall mean and include its successors and assigns) of the ONE PART A N D GANDHI & BLOCKLEY FINE FOODS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at ______represented by its Directors Mr.______and Mr.______(hereinafter referred to as the "CONDUCTOR" which expression shall mean and include, its successors and assigns) of THE OTHER PART :

WHEREAS :

A. The Owner is a member of The Juhu Sea View Co-operative Housing Society Limited (Registration No.BOM/HSG/5037 of 1976) and as such member entitled to and seized and possessed of commercial premises No. 1 (admeasuring 52.97 sq. mtrs), No.2 (admeasuring 64.59 sq.mtrs) together with the Front Porch (Mini Hall-admeasuring 69.30 sq. mtrs) all of them in aggregate admeasuring 186.88 sq.mtrs. or thereabout situate on the ground floor of the building known as Sea View, Juhu Tara Road, Juhu, Mumbai- 400 049 (hereinafter referred to as the said premises);

B. The Owner has set up a restaurant-cum-pub in the said premises. The said restaurant cater to the public several varieties of snacks and food articles, soft drinks, ice-creams including alcoholic and non-alcoholic beverages/drinks (hereinafter referred to as "the said Restaurant"); C. The Owner holds valid and subsisting licenses and permissions from various competent authorities (State, Local, Municipal etc;) required for the purpose of carrying on the said business of the said Restaurant;

D. In view of various reasons, the Owner is unable to attend to the said business of running the said Restaurant and therefore proposes to entrust the work of running/conducting the said Restaurant business to some fit and proper person;

E. The Conductor is well versed in operating, managing and conducting restaurants of high quality and desires to run and conduct the said Restaurant including pub therein under its own name and style of ______;

F. The Owner has agreed to entrust to the Conductor and allow the Conductor the work of running /conducting the business of the said Restaurant and the Conductor has agreed to accept the same for the period and upon the following terms and conditions :

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER :

1(a) The Owner hereby authorises the Conductor to conduct and run the business of the said Restaurant in the said premises on the entire responsibility of the Conductor as from 1st September, 1999 but only as a licensee of the Owner for a period of 3 (three) years upto 31st August, 2002 renewable at the option of the Conductor for a further two terms of 3 (three years) each as more particularly set out herein.

(b) The Conductor shall have two options to renew the arrangement contemplated herein for a further term of three years each upon the same terms and conditions save and except escalation in the royalty payable i.e. to say :

[i] for the period from 1st September, 1999 till 30th November, 1999 the Conductor shall pay monthly royalty of Rs.2,00,000/- (Rupees Two Lakhs) only; [ii] for the period from 1st December, 1999 till 31st August, 2002 the monthly royalty payable shall be Rs.3,00,000/- (Rupees Three Lakhs) per month;

[iii] in the event if the Conductor exercises its option to renew the arrangement herein for the first term of three years, the monthly royalty payable shall be Rs.3,45,000/- (Rupees Three Lacs Fourty Five Thousand only) with effect from 1st September, 2002 to 31st August, 2005;

[iv] in the event if the Conductor exercises its option to renew the arrangement herein for the second and final term of three years, the monthly royalty payable shall be Rs.4,14,000/- (Rupees Four Lakhs Fourteen Thousand only) with effect from 1st September, 2005 to 31st August, 2008.

2. The Conductor shall invest its own moneys and at its own costs and expenses purchase all materials and utilities required for preparing and selling the articles of food and drinks including alcoholic and non-alcoholic beverages/drinks and the Owner shall not be responsible for the same.

3. The Conductor shall be entitled to prepare and serve to the visitors the same kind/type of articles of food and drinks as are now being served by the Owner. However, the Conductor will be entitled to make such other additions or omissions therefrom as it may from time to time think fit and proper. The Conductor shall also be entitled to set up an exclusive pub in the said premises while conducting the business of the said Restaurant.

4. The Owner at present holds all the requisite licenses, no objections and permissions for the purposes of carrying on the said restaurant business including liquor licenses issued by the competent authorities. The Owner holds no-objection and permission from the society for carrying on the business of the said Restaurant and Pub. The Conductor shall ensure prompt and timely renewal of the said licenses, no objections and permissions from Competent Authorities for the purposes of continuing to run the said Restaurant at the costs and expenses of the Conductor from time to time during the period of this Agreement. In case the Conductor requires to obtain any further or fresh licenses, permissions and/or no objections etc. for the purposes of running/conducting the said Restaurant or setting up the pub, the same shall be obtained in the name of the Owner. The Owner will however have no claim of any nature on the name "______" even if any license for the purpose aforesaid is obtained in the name of the Owner. However, if Owner is required to incur or pay any fees, costs, charges or expenses, the same shall be reimbursed by the Conductor. To enable the Conductor to obtain such licenses and/or to renew the existing licenses, the Owner shall execute appropriate special Power of Attorney in favour of the Conductor to approach all the authorities for the purpose and to sign all the forms, applications, undertakings, affidavits and writings on behalf of the Owner and to submit the same to the authorities from time to time and also to appeal before such authorities. Despite such power of attorney, wherever necessary any such forms, applications, affidavits, undertakings and the papers required to be signed and/or as may be required by the concerned authorities, if any, shall be signed by the Owner.

5. The cash memos and bills to be issued by the Conductor in respect of the activities in the Restaurant shall be in the name of "______". The Conductor shall be entitled to appoint new persons/employees or remove the same. The Conductor shall ensure that there will be no agitation by the employees and they are paid accordingly by the rate generally prevailing in the case of such employee and shall indemnify and keep the Owner duly indemnified from and against any such claim by any of the employees so appointed by the Conductor at any time and from time to time.

6. The Conductor shall observe and perform all the rules and regulations laid down by the Government, Central, State or local including Municipal Corporation or any other competent authorities that may be prescribed or laid down for and or in respect of such restaurants.

7(a) In consideration of the Owner allowing the Conductor to run and conduct the business of the said Restaurant, the Conductor shall deposit and keep deposited with the Owner during the period of this Agreement an interest free security deposit of Rs.36 lacs (Rupees Thirty Six Lacs only) for due performance, observance and compliance of the terms and conditions of this Agreement.

(b) The Owner shall refund the said amount of security deposit without interest upon the termination of this Agreement or on the completion of the period of this Agreement or its renewal as the case may be against the Conductor vacating the said premises.

(c) It is mutually agreed by and between the parties hereto that the aforesaid interest free security deposit shall be kept in the joint account of the parties hereto in fixed deposit for a period of 90 days from the date of this Agreement. In the event if the Conductor does not start the business of conducting or running the said Restaurant-cum-Pub for any reason, then, in that event this Agreement shall become null and void and the Owner shall forthwith refund the said security deposit without any interest thereon to the Conductor and simultaneously the Conductor shall handover vacant possession of the said Restaurant to the Owner.

8(a) The Conductor shall on or before the 5th day of each calendar month pay to the Owner the royalty mentioned in paragraph 1(b) above which is inclusive of the maintenance charges payable by the Owner to the Society as well as all outgoings in respect of the said premises including municipal taxes, cesses and duties payable in respect of the said premises but exclusive of all fees, costs, charges and expenses that may be incurred for obtaining various licenses and renewals thereof from time to time as also all electricity charges, telephone charges, water charges, wages and dues of the employees and costs, charges or expenses in respect of other utilities consumed by the Conductor for the purposes of running/conducting the said business of Restaurant.

(b) The Conductor shall be entitled to deduct TDS (Tax Deduction at Source) as may be leviable.

(c) In the event of any of the cheques issued by the Conductor in respect of the payment of royalty or reimbursement of license fee is dishonored or delayed, then, in that event, the Conductor shall be liable to pay interest at the rate of 18% per annum from the respective due dates, if any, to the actual date of payment or realization by the Owner.

(d) Notwithstanding anything contained herein, in the event of cheques issued by the Conductor for royalty payable hereunder shall dishonor for any two consecutive months and/or any of the terms and conditions herein contained shall not be performed or observed by the Conductor and breach in respect thereof shall remain unremedied for a continuous period of two months after the same shall have been brought to the notice of the Conductor in writing by the Owner, then, it shall be lawful for the Owner and the Owner shall be entitled to terminate and revoke the permission/license hereby granted for conducting the restaurant business by giving reasonable notice and adjust the interest free security deposit paid by the Conductor to the Owner against outstanding dues without prejudice to the other rights and remedies available to the Owner. Any breach or violation as aforesaid shall be remedied by the Conductor at his own costs and expenses.

9. The Conductor shall be entitled to obtain franchise for well known brands of food and beverages/drinks including for opening outlets thereof in the said Restaurant. The Conductor shall be entitled and be at liberty to display such advertisements as it may deem fit and proper in and around the said Restaurant without being accountable or liable for any receipts therefrom to the Owner.

10. This Agreement shall be valid and in force for a period of 3 (three) years with effect from 1st September, 1999 till 31st August, 2002. On the expiry of the said period of three years and/or its renewal as aforesaid or on earlier termination of this Agreement, but subject to the provisions of clause 11 hereof, the Conductor shall cease to carry on/conduct the business of the said restaurant and shall hand over to the Owner or its nominee the said premises latest by or before 31st August, 2008 subject to normal wear and tear.

11[a] The Owner agrees, undertakes and declares that the Owner shall not terminate this Agreement prior to 31st August, 2008 directly or by any other method whatsoever. PROVIDED HOWEVER that in the event, the Agreement herein is terminated by the Owner prior to 31st August, 2008 then, in that event the Owner shall be liable to pay to the Conductor :

[i] the costs and expenses incurred by the Conductor for furniture, fixtures and fittings, repairs and renovations as well as costs, charges and expenses incurred for obtaining all licenses as and by way of mutually agreed and quantified liquidated damages which shall stand reduced at the rate of 10% per annum on and from 1st September, 1999; and

[ii] the interest free security deposit of Rs.36,00,000/- to the Conductor alongwith interest thereon @24% per annum for the remainder period of total 9(nine) years.

[b] In the event if Owner fails to pay the amounts referred in sub paragraph (a) hereof, then, in that event the Conductor shall be entitled to retain possession of the said Restaurant and the premises without payment of any royalty or compensation till the said amount is paid by the Owner without prejudice to other rights and remedies available to the Conductor.

[c] The Conductor shall be entitled to terminate this Agreement at any time by giving three months prior notice in writing to the Owner in that behalf and by giving two weeks notice in that behalf if the said premises are destroyed, damaged or rendered unfit by any natural calamity or the entire building becomes unfit for occupation.

12. The Conductor declares and undertakes that the Conductor shall not borrow any money on the security of the said premises or to the credit of the Owner herein; Provided the Conductor shall be entitled to borrow moneys in its own name and on its own responsibilities from banks and financial institutions on the security of the assets articles and equipments brought in or installed by it in the said Restaurant but in any way without pledging/hypothecating the credit of the Owner/premises etc.

13. The Conductor shall carry on/conduct the business of the said Restaurant from the said premises with due care and caution as a person of reasonable prudence and shall keep and maintain the said premises in good order and condition. Notwithstanding anything set out hereinabove, in the event of any damage done on account of any acts of commissions/omissions of the Conductor or any of its agents or employees, the Conductor shall make good any damage or loss caused to the said premises.

14. The said premises shall be utilized by the Conductor solely and exclusively for the purpose of running/conducting the business of the said Restaurant-cum-pub including for operating various outlets if it so desires and other similar allied activities and for no other purpose. The Conductor shall be entitled to bring and install at its own costs and expenses from time to time such kitchen equipments and articles and special utensils as the Conductor may from time to time require/determine. The Conductor also be entitled to remove from the said premises all such equipments, articles and utensils as shall have been brought in by it.

15. The Conductor shall not

(a) do, omit or permit in any way to be done upon the said premises any act or things which may in any way interfere with quiet possession of the Owner or the occupiers of other premises in the building in which the said premises/restaurant is situated.

(b) keep or store upon any part of the licensed premises any goods of combustible or explosive nature except goods of such nature as are required for conducting/running the said business and permitted by law.

(c) make or carry out any structural modifications, alterations or changes in or to the said premises without prior written permission of the Owner. The Conductor shall however be permitted to paint and renovate and make changes in the said premises without making any permanent structural alteration or additions. The Conductor shall be at liberty from time to time to make fix or install equipments, furniture, fixture, air conditioners, fans, lights, cables, partitions, screens, shelves, racks, sun-blinds, floorings, false ceilings, water, electric installations and fittings etc.; for the more beneficially and conveniently conducting the said business purpose and upon determination or termination of this Agreement or any renewal thereof, if any, the Conductor shall be entitled to remove only all such installations, equipments and furniture. All the fixtures and fittings fixed to the walls, on the floor or ceiling including cables/wires etc. shall not be removed (excluding detachable air conditioners and fans) by the Conductor. If, such removal would cause substantial damage to the premises, the Conductor shall not claim any amount/compensation for such fixed fixtures and/or fittings left behind.

(d) do or suffer to be done in or upon the said premises/restaurant anything whereby any policy of insurance against loss or damage by fire in respect thereof or on furniture, goods and/or articles therein may become void or voidable or whereby the premia payable in respect thereof may be increased;

16. The Conductor shall keep the interior of the said premises/ restaurant and the drainage, floorings, doors, windows, shutters and glass thereof and the lavatories, water closets and other conveniences attached thereto including Gas Cylinder Stores and all the Owner's fixtures and fittings clean and in good substantial and sanitary repair, order and condition (reasonable wear and tear and damage by fire, earthquake or tempest or other irresistible force only excepted).

17. Subject to paragraph 15 above, the Conductor at its own costs may carry out repairs of the minor nature to the premises/restaurant to keep the same in tenantable condition with the prior written intimation to the Owner.

18(a) The conducting arrangement contemplated herein and granted by the Owner to the Conductor is exclusively to the Conductor only and the Conductor shall not assign transfer sublet or underlet or other wise deal with or dispose of the said premises/restaurant or any part thereof to or in favour of any person firm or company.

(b) The Conductor declares and undertakes that the two/three signatories to this Agreement on behalf of the Conductor have and shall always maintain substantial and controlling interest in the Conductor directly or through immediate family members. In the event of any major restructuring/sale/transfer of shares of Conductor held by these two/three signatories or merger or amalgamation of the Conductor, (whereby the said two signatories shall be deprived of their holding controlling interest in the amalgamated company or in the Conductor) this Agreement and arrangement herein shall come to an end and the Conductor shall forthwith cease to conduct the said business and shall vacate and hand over possession of the said premises/restaurant to the Owner.

19. Similarly, the Owner agrees, undertakes and declares that the two/three signatories to this Agreement on behalf of the Owner have and shall maintain substantial and controlling interest in the Owner until 31st August, 2008. However, any intra-transfer or sale of shares within the family members of the owners are excepted. The Owner further agrees, undertakes and declares that the Owner shall not assign, transfer, sublet or underlet the said premises/restaurant or any part thereof or the rights, interest, benefits and/or obligations hereunder this Agreement to or in favour of any third party, firm or company without obtaining prior written express permission from the Conductor in that behalf. Notwithstanding what is stated in this paragraph, the Conductor shall have first right of refusal in case of sale, transfer or disposal of the controlling interest in the Owner by the signatories to this Agreement or sale and/or transfer and/or disposal of the said premises.

20. The Conductor shall be at liberty to place its name boards "______" at the entrance to the said premises/restaurant forming part of the said premises/restaurant and on to the said building at convenient places thereof.

21(a) If the Conductor shall be desirous of having this Agreement extended for one or two term of three years, then, Conductor shall so intimate to the Owner in writing at least 3 (three) months before expiry of this Agreement (ie.on or before 31st August, 2002 and further renewal thereof on or before 31st August, 2005) and the Owner shall upon receiving such intimation grant to the Conductor a fresh period of three years each only for Conducting/running of the said Restaurant and on the same terms and conditions contained in this Agreement save and except escalation in the royalty payable as stated in paragraph 1(b) above. (b) Upon the Conductor exercising its option to renew or extend the period by three years as mentioned in the preceding sub paragraph, then, the parties hereto shall execute a fresh Agreement which shall in all respect be similar to this Agreement and/or contain same terms and conditions as herein containing which such agreement shall be executed on or before the expiry of the period of three years herein granted i.e. prior to 31st August, 2002 and 31st August, 2005 respectively. Provided the request of the Conductor in respect of such renewal shall not be affected if the renewal agreement is not executed on account of any delay or default on the part of the Owner.

22(a) Upon the expiration of the term or sooner termination of this Agreement in accordance with the terms hereof, as well as renewals, if any, as stated herein, the Conductor shall forthwith remove itself and all its employees, officers, belongings, articles and things from the said premises/restaurant and hand over vacant possession thereof to the Owner subject to Owner refunding the security deposit after adjusting their dues/claims.

(b) Similarly, the Owner shall surrender all the licenses, no-objections and permission pertaining to the liquor upon expiration or termination of this Agreement and shall not claim any right, title or interest therein or thereunder.

(c) In the event of the Conductor refusing or failing for any reason whatsoever to comply with the provisions of sub-clause (a) above despite the Owner being ready and willing to return to the Conductor the amount of the security deposit or balance after adjustment, if any, to be paid by the Conductor to the Owner, the Owner shall be entitled to forfeit such security deposit given by the Conductor without prejudice to their other rights and remedies including their right to evict the Conductor and recover possession of the said premises/restaurant.

(d) In the event if the Conductor is ready to hand over the possession of the said premises/restaurant upon termination or determination of this Agreement and the renewals thereof as the case may be as mentioned herein and if the Owner fail to refund the interest free deposit, then, in that event, the Owner shall be liable to pay to the Conductor the same with interest at the rate of 2% per month on the said amount of security deposit or any balance thereof till the same is refunded by Owner and till then the Conductor shall be entitled to retain possession of the said premises without payment of any royalty or compensation therefor.

23. Nothing herein shall be construed as creating any right, title, interest, easement, lease, tenancy or sub-tenancy in favour of the Conductor in or over the said premises/restaurant or transferring any interest therein to or in favour of the Conductor other than the permissive use or conduct/running of the business of said restaurant hereby granted or entitling the Conductor to the possession of the said premises/restaurant. The Owner shall be in exclusive possession and full charge and control of the said premises at all times subject to this Agreement. It is the express intention of the parties hereto that this Agreement shall be a mere license/permission to and in favour of the Conductor to manage and conduct the said premises/restaurant. Any variation of this Agreement or any terms hereof shall necessarily be duly reduced to writing in the form of a letter or supplemental agreement signed by both the parties hereto.

24. Neither the Conductor nor any of its directors/employees shall ever claim any tenancy or any other right of any nature (save and except permissive use during the period of Agreement) in respect of the said premises or any part thereof under the Rent Act or any statutory modification or re-enactment thereof at any time or from time to time.

25. The Conductor shall take out comprehensive Insurance Policy in case of fire, riots, etc. which may cause damage to the fixtures and/or fittings to the said premises. The said insurance shall be in the name of the Conductor. Any amount receivable from the insurance company shall be the account and or benefit of the Conductor.

26. Any notice required to be served hereunder shall be sufficiently served on the Owner if sent by registered post acknowledgment due to the Owner' address as aforesaid and in the case of the Conductor at the Conductor's registered office for the time being. 27. This Agreement has been prepared and executed in two sets, one to be retained by the Owner and the other by the Conductor.

28. Any dispute or difference arising between the parties hereto pursuant to this Agreement or their respective representatives the same shall be referred to arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any statutory modifications or reenactment thereof from time to time. The Arbitration proceedings shall be conducted in Mumbai.

IN WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate the day and year first above written.

SIGNED and DELIVERED by the ] withinnamed OWNER ROSE FARMS ]

PRIVATE LIMITED by the hands of its ]

Directors Mr.______and ] and Mr.______] in the presence of... ……. ]

SIGNED and DELIVERED by the ] withinnamed CONDUCTOR GANDHI & ]

BLOCKLEY FINE FOODS PVT. LTD. ] by the hands of its directors Mr.______] and Mr.______] in the presence of... …… ]

Received of and from the withinnamed ]

Conductor the withinmentioned interest ] free security deposit of Rs.36,00,000/- ]

(Rupees Thirty Six Lacs only) as and by ] way of interest free security deposit as stated] in clause 7(a) hereinabove. ]

We Say Received For ROSE Farms Pvt. Ltd.

[Directors]

ABSOLUTELY NO WARRANTIES ARE MADE REGARDING THE SUITABILITY OF THESE FORMS FOR ANY PARTICULAR PURPOSE. IT IS ADVISABLE THAT IMPORTANT DOCUMENTATIONS ARE PREPARED OR VETTED BY EXPERT. LEGAL ADVICE OF ANY NATURE SHOULD BE SOUGHT FROM COMPETENT, INDEPENDENT, LEGAL EXPERT IN THE RELEVANT JURISDICTION. [ Chamber Practice ]