THIS AGREEMENT FOR SALE made and entered into at Mumbai on 22nd day of July,

1998 BETWEEN STAMINA HOLDING PRIVATE LIMITED., a Private Limited

Company incorporated under the provisions of the Companies Act, 1956 having its

registered office at C/o. V.M. Varghese, 4-13/3, Golden Valley, Kalina, Mumbai 400

098, hereinafter referred to as "the Transferor" (which expression shall unless the same

be repugnant to the context or meaning thereof be deemed to mean and include its

successors) of the One Part;

AND

AZIZ Y. ZAVERI of Bombay Indian inhabitant residing at 25/A-1, Prithvi Apartments,

Altamount Road, Mumbai 400 026, hereinafter referred to as the "the Transferee" (which

expression shall unless the same be repugnant to the context or meaning thereof be

deemed to mean and include his heirs executors administrators and assigns) of the Other

Part.

WHEREAS:

1. The Transferor is a member of the Mont Blanc

Co-operative Housing Society Limited, a Society registered under the provisions of the

Maharashtra Co-operative Housing Societies Act, having its registered office at

Dadyseth Hill, August Kranti Marg, Bombay - 400 036 (hereinafter referred to as "the

said Society") and as such member holds ten fully paid up shares of Rs. 50/- each of the

said Society bearing Distinctive Nos. 176 to 185 (both inclusive) comprised in Share

Certificate no. 32 (hereinafter referred to as "the said shares") and as such member is
entitled to use enjoy occupy and possess Flat No. 162 on the 16th floor of the building

known as Mont Blanc situate at August Kranti Marg, Mumbai 400 036 (hereinafter

referred to as "the said Flat") and covered car parking space No.16/4 for two cars in the

compound of the said society (hereinafter referred to as "the said car parking spaces") the

said flat and the said car parking spaces are hereinafter collectively referred to as (the

said premises0 and as such member is also entitled to all privileges incidental to the

membership of the said society.

ii) The Transferor has agreed to sell assign and

transfer to the Transferee and the Transferee has agreed to purchase from the Transferor

the said shares together with the right title and interest of the transferor in the said flat

and the said car parking spaces of the said Society at or for the consideration of

5,75,00,000/- (Rupees Five crores Seventy Five Lakhs Only);

iii) The parties hereto are desirous of recording the

terms and conditions in that behalf.

NOW THIS AGREEMENT WITHNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. the Transferor hereby agree to transfer and assign and the transferee hereby on the

basis of the declarations and representations herein made by the Transferor agrees to

purchase from the transferor the said Shares along with all the right title and interest of

the transferor in the said Flat and the said car parking spaces together with all rights

privileges and benefits of the Transferor incidental to the membership of the said Society
at or for the consideration of Rs. 5,75,00,000/- (Rupees Five Crores Seventy Five Lakhs

only0 to be paid by the Transferee to the transferor in the manner hereinafter appearing.

a) A sum of Rs. 30,00,000/- (Rupees Thirty Lakhs Only) pending negotiations has been

paid on 27th June, 1998 (the receipt whereof the Transferor doth hereby admits and

acknowledges and of and from the same and every part thereof doth hereby forever

acquit, release and discharge the Transferee); and

b) A sum of Rs. 5,20,00,000/- (Rupees Five Crores Twenty Lakhs Only) has been paid

by the transferee on or before the execution of these presents and submission of the

necessary Form No. 37-I to the office of the Appropriate Authority under the provisions

of Chapter XX-C of the Income Tax Act, 1961, (the payment and receipt whereof the

Transferor doth hereby admits and acknowledges and of and from the same and every

part thereof doth hereby forever acquit, release and discharge the transferee). (At the

request and directions of the Transferor the transferee has paid the said sum of Rs.

5,20,00,000/- (Rupees Five Crores and Twenty Lakhs only) directly to Global Trust Bank

Ltd., A/C ITC Classic Real Estate Finance Ltd. towards refund of the Security Deposits

placed by ITC Classic real estate Finance Ltd. with the Transferor and the said payment

by the transferee shall be treated as payment by the Transferee to the Transferor).

c) The balance sum of Rs. 25,00,000/- (Twenty Five Lakhs Only) shall be paid by the

Transferee within fifteen days of the receipt of the No Objection Certificate issued by the

Appropriate Authority under Section 269 UL (3) of the Income Tax Act 1961 (the said

Act) time being of the essence and upon the Transferor fulfilling the conditions precedent

mentioned in clause 5 hereinbelow. (The Transferee on execution of this Agreement has

deposited the said sum of Rs.25,00,000/- (Rupees Twenty Five Lakhs Only) with their
Solicitors M/s. Wadia Ghandy & Co. The said sum of Rs. 25,00,000/- (Rupees Twenty

Five Lakhs Only) shall be paid over by M/s. Wadia Ghandy & Co. on the Transferor

fulfilling the conditions precedent mentioned in clause 5 below).

2. The parties hereto shall immediately upon

execution of these present submit to the office of the Appropriate Authority appointed

under the provisions of Chapter XX-C of the Income Tax Act, the particulars in the

requisite Form No. 37-I under Section 269 UL (3) of the Income Tax Act, 1961 (the said

Act) duly verified and filled in by the Transferor and the Transferee respectively.

3. In the event the Appropriate Authority passes and

order of purchase under Section 269 UD of the said Act in respect of the said Premises

then in that event these present shall stand terminated on the Appropriate Authority

refunding to the Transferee the said sum of Rs. 5,50,00,000/- (Rupees Five Crores and

Fifty Lakhs only) paid by the Transferee. The Transferee hereby confirms that the

Transferee shall be entitled to receive the said sum of Rs. 5,50,00,000/- (Rupees Five

Crores and Fifty Lakhs Only) directly from the Appropriate Authority. The Transferor

constitutes the Transferee its duly constituted Attorney to receive the said sum directly

from the Appropriate Authority. In the event the Appropriate Authority does not refund

the said sum directly to the Transferee, the Transferor agrees and undertakes to refund to

the Transferee the said sum within a period of 15 (fifteen) days of the receipt of the said

sum from the Appropriate Authority. In the event the said sum is not refunded within the

said period of 15 (fifteen) days then the Transferor shall pay interest at the rate of 12 %
p.a. from the date refund is due till payment. Nothing herein contained shall prejudice

the other remedies the Transferee has in law.

4. The parties hereby agree and undertake that upon

execution of this Agreement, the transferor shall apply to the Society for its No Objection

to the proposed transfer of the said shares and the said premises in favour of the

Transferee pursuant to these presents. The Transferor undertakes to obtain the necessary

No Objection certificate from the Society in respect of the proposed admission of the

Transferee as a member of the Society. The Transferor undertakes to sign and execute all

papers, writings, declarations etc. as may be necessary from time to time and give co-

operation for transfer of the said shares in the name of the Transferee.

5. The Transferee shall make payment of the balance

consideration of Rs. 25,00,000/- within fifteen of days the receipt of permission of the

Appropriate Authority provided the Transferor has complied with the following

conditions:-

a) made out a marketable title to the shares and the premises free from all

encumbrances.

b) Obtained permission of the said Society for transfer and assignment of the said shares

and the said premises in the name of the Transferee.

c) Obtained the necessary Income Tax clearance Certificate under the provisions of

Section 230A of the Income Tax Act.

d) Executed a proper deed of Transfer and signed such other other documents as may be

required for proper and effectual transfer of the said premises in favour of the Transferee.
e) Cleared all dues and outstandings of the Society.

6. On payment of the balance consideration of Rs.

25,00,000/- as mentioned above at the time of completion of the sale and transfer as

envisaged in these present, the Transferor shall put the Transferee in quiet vacant and

peaceful possession of the said premises.

7. On execution of this Agreement, the Transferor has

handed over to M/s. Wadia Ghandy & Co. Advocates for the Transferee the following

documents:-

a) Original Agreement dated 1st September, 1986

between Mont Blanc Hotels Private Limited and Stamina Holding Private Limited.

b) Original Agreement dated 6th May, 1980

between Mont Blanc Hotels Private Limited and Associated Construction Co. Ltd.

c) Share Certificate issued by Mont Blanc

Co-operative Housing Society Ltd.

d) All other title deeds relating to the said

premises which may be in possession of the Transferor.

to be kept in escrow with M/s. Wadia Ghandy & Co. Advocates & Solicitors. The said

title deeds on completion shall be handed over by M/s. Wadia Ghandy & Co. to the

Transferee on the Transferee making the balance payment of Rs. 25,00,000/- (Rupees

twenty Five lakhs Only) to the Transferor.

8. The Transferor hereby confirms that the Transferor

other charges and expenses in relation to the said shares and the said flat upto and

inclusive of the date of completion of the sale and transfer as envisaged in these presents.

9. The Transferor hereby confirms, declares, agrees and represents that:-

a) The Transferor is the only person/s entitled

to the said premises and the said shares and no other person has right title and interest

whatsoever in the said shares and the said premises.

b) The Transferor has a clear and marketable

title to the said shares and the said premises free from all encumbrances.

c) Save and except for the licence created in

favour of I.T.C. Classis Real Estate Finance Limited. which has prior to the execution of

this Agreement been terminated, the Transferor has not created any mortgage, charge,

lien or encumbrances whatsoever in respect of the said shares and/or the said premises

and the shares and the premises are free from all encumbrances, claims and/or demands

whatsoever.

d) There is no suit litigation or any other

proceedings instituted or pending or threatened in respect of the said shares and the said

premises and the said same are no subject to any Lis Pendens or attachment either before

or after judgement or threatened attachment either before or after judgement or any

impediments of a like nature actual, threatened or otherwise.

e) There is no demand outstanding in respect of

restraining the Transferor from dealing with or parting with the possession of the said

premises.

f) No notice has been received from the

Municipal Corporation of Greater Bombay or from any other Government Authority

Central and or State or public body or authority for taxes, outgoings, cesses and levies.

g) No notice of acquisition or requisition has

been received in respect of the said premises.

h) All dues of the Mont Blanc Co-operative

Housing Society Ltd., electricity bills and taxes have been paid in full and there are

outstanding dues.

10. The Transferor has informed the transferee that by

and under a Leave and Licence Agreement dated the 18th day of September, 1996 the

premises have been given on Leave and Licence basis to I.T.C. Classis Real Estate

Finance Ltd., to use and occupy the said premises on the terms and conditions therein

mentioned. The Licence created by the transferor in favour of the licensee has prior to

the execution of this Agreement been terminated and the licensee has, upon the execution

of this Agreement, vacated the said premises.

11. The Transferor hereby agrees that from the date

hereof till handing over possession of the said premises to the Transferee, the Transferor

shall not do, omit or cause to be done or omitted any act, deed, matter or thing which may

in any manner prejudicially affect the right, title and interest of the Transferor to the said

shares and/or the said premises.

on the Transferee being put in possession of the said premises, the Transferor shall be

entitled to exclusively hold the shares and possess and enjoy the said premises and every

part thereof without any suit claim or demand whatsoever from or by the Transferor or

any persons claiming by from through, under, or in trust for them or any of them subject

to the performance and observation by the Transferee of the rules and bye-laws of the

Society and the local laws for the time being in force in respect of said shares and the said

premises.

13. In the event the transfer as contemplated herein

is not completed due to the willful default on the part of the Transferor, the Transferee

shall be entitled to specific performance of these presents and in the alternative the

Transferee shall have the option to require the Transferor to return/refund the aggregate

amount of Rs. 5,50,00,000/- paid by the Transferee together with interest with interest

thereon at the rate of 12 % per annum from the date hereto till payment.

14. This is an Agreement for Sale under the provisions of Chapter XX-C of the Income

Tax Act, 1961. At the time of completion of the sale and transfer as contemplated herein,

the parties hereto shall enter into and execute a Deed of Transfer and appropriate stamp

duty as applicable shall be paid by the Transferee on such Deed of Transfer.

15. The Transfer fees and other contributions by

whatever name called, if any, payable to the society under these presents shall be borne

and paid by the Transferor and the Transferee equally.

16. The stamp duty and registration charges payable on

the Deed of Transfer and this Agreement shall be borne and paid by the Transferee alone.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day

and the year first hereinabove written.

SIGNED, SEALED AND DELIVERED )

by the withinnamed Transferor )

STAMINA HOLDING PRIVATE LIMITED)

through the hands of its )

Director APOORVA SHANTILAL SHAH)

in the presence of. )

SIGNED SEALED AND DELIVERED by )

the withinnamed Transferee AZIZ )

Y. ZAVERI, in the presence of )

Witness:

1.

2.

Received of and from the withinnamed)

Transferee a sum of Rs. 5,20,00,000/-)

(Rupees Five Crores Twenty Lakhs Only)

July, 1998 drawn on British Bank of )

Middle East Bank which has been )

directly as per our request and )

instructions to Global Trust Bank Ltd)

A/C ITC Classic Real Estate Finance )

Ltd. towards refund of the Security )

Deposits placed by ITC Classis Real )

Estate Finance Ltd with us and a )

further sum of Rs. 30,00,000/- )

Rupees Thirty Lakhs Only) paid earlier)

vide Cheque No. 662170 dated 27th June)

1998 drawn on British Bank of the )

Middle East which makes in the )

aggregate the sum of Rs. 5,50,00,000/-)

(Rupees Five Crores and Fifty Lakhs only)

We say received.

(TRANSFERORS)

************************************
 DATED THIS DAY OF JULY, 1998

************************************

BETWEEN

STAMINA HOLDING

PRIVATE LIMITED. .. TRANSFEROR

AND

AZIZ. Y. ZAVERI. .. TRANSFEREE