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THIS AGREEMENT MADE AT Mumbai …….. day of …………… BETWEEN …………………………………………..…… , a Trust having its office at …………………………………….., Mumbai : ……………, hereinafter called "the LICENSOR" (which expression shall mean and include its present trustees, survivors of them, for the time being and their successors in office and assigns) of the ONE PART ; and ………………………………………… , having its office at ………………………………, Mumbai : …………., hereinafter called "the LICENSEE" (which expression shall unless repugnant to the context or meaning thereof to include its successors and assigns) of the OTHER PART;

WHEREAS the licensor is the owner in respect of Office Premises being Office No. 810, admeasuring about ……….. sq. ft. on the …….. floor, of the building known as "…………………..", situated at ……………….., Mumbai : …………. (hereinafter referred to as "the SAID OFFICE").

AND WHEREAS the Licensee is carrying on its business in Mumbai and is in need of office premises and hence has requested the Licensor to allow the Licensee to use and occupy the Said Office No. 810, on Leave and License Basis.

AND WHEREAS the Licensor has agreed to give the Said premises and the Licensee has agreed to take the Said Premises on Leave and License Basis on terms and conditions mutually agreed between the parties hereto :

AND WHEREAS the parties hereto are desirous of reducing into writing the said terms and conditions as mutually agreed amongst them ;

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS :

1. Notwithstanding this agreement is executed on the day, month and year mentioned hereinabove, the same shall be deemed to have commenced from the day of ………………..

2. The Licensor do hereby grant to the licensee Leave and License to enter into, use and occupy the Said office on the 8th. floor of the building known as "………………." situated at ………………, Mumbai : ………without creating or intending to create any tenancy rights or any other right, title or interest of any nature whatsoever in favour of the Licensee in the Said Office.

3. The Licensee, its Directors, employees staff, agents, customers and visitors shall have Leave and License and shall be at the liberty to enter upon and remain in the Said Office for the purpose of their business but legal possession of the Said Office Premises shall be that of the Licensor, and the premises shall remain with the Licensor, and accordingly the licensor has given a duplicate key to the Licensee for its use and occupation keeping the original key with the Licensor.

4. The License hereby granted has become effective from the ….. day of …………., the day since the Licensee has been permitted to use and occupy the Said Office Premises and shall remain in force for a period of 35 (Thirty Five) months. The agreement shall therefore expire on ……………...

5. The Licensee do hereby covenant with the Licensor to pay every month Rs…………./- (Rupees ……………… only). The License fee and/or compensation for using the Said Office Premises and same shall be paid every month in advance, to the Licensor by the Licensee on or before the 5th. of every month, the following monthly compensation as License Fee for the use and occupation of the Said Premises. The License Fee from August 2000 to August 2001 amounting to Rs………./- (Rupees …………………… only) will be paid on or before the ………………….

6. The Licensee shall deposit with the Licensor on or before the execution of this agreement a sum of Rs……………./- (Rupees ………………only) as and by way of security deposit for the due and proper performance of the various terms and conditions of this agreement. This deposit amount shall not carry any interest. The Licensor shall refund or return the Said Deposit amount to the Licensee at the expiry of this agreement by efflux of time on or sooner determination thereof on the Licensee stopping user of the Said Premises provided however there is nothing due and payable by the Licensee to the Licensor on account of arrears in payment of the monthly sum of Rs.…………../- (Rupees …………………. only) towards compensation charges as stipulated in clause 5, hereinabove or any other dues payable by the Licensee to the Licensor but if there are any dues recoverable from the Licensee the same shall be deducted from the Said Deposit amount and only the balance if any, shall be refunded to the Licensee.

7. The Licensee do hereby covenant with the Licensor as follows : -

a) The Licensee shall pay the Licensor on demand all charges for electricity or other illuminant energy or power consumed on the licenses premises. The Licensee shall also bear and pay all the existing and future Society outgoings, Municipal rates, taxes, cess, levies, assessments, water charges, imposition and outgoings assessed, charged, imposed, levied or payable in respect of the Said Office and the Licensor shall be kept indemnified defended and harmless in this respect.

b) It is agreed and understood between the parties hereto that if any additional taxes, or any other amount becomes due and payable by the Licensor on account of user of the Said Office Premises by the Licensee they shall make good the same by paying the additional amount by the Licensor. The Said additional amount shall be paid by the Licensee with 30 days from the date of demand made by the Licensor. The Licensee shall have no right to the dispute the payment thereof.

c) The licensed premises shall be used only for commercial purposes and for purposes incidental thereto by the licensee in connection with their business and for no other purposes whatsoever.

d) The Licensee, have already been permitted to alter licensed premises to facilitate the user of the licensed premises. The Licensee shall be entitle to bring their own furniture and other office equipments in the licensed premises. The Licensee shall be entitled to remove the movables only. Any addition or alteration made and which is fixed to wall or structure shall not be removed by the Licensee and further they shall have no rights to claim the cost thereof.

e) The Licensee shall not do or permit to be done upon the licensed premises any act or thing which may be or may become a nuisance or annoyance to the neighbouring tenants.

f) The Licensee shall transfer, assign, sub-let, underlet or grant any license in respect of the Said Office Premises or part with possession of the Said Premises or any part thereof without the consent of the Licensor in writing.

g) The Licensee shall observe and perform all the rules and regulation governing tenements in the building in which the Said Office is situated.

h) The Licensee shall observe all the Municipal rules regulations and by-laws in the use of the licensed premises.

8. The Licensee admits and confirms that no tenancy rights nor any right, title or interest in the nature of tenancy, nor any other interest whatsoever are hereby created or intended to be created by this agreement in favour of the Licensee, save and except the right to use and occupy the licensed premises, viz. Office No. …….., on the …… floor, in "………….………." ………………., Mumbai : …………….. on the terms and conditions herein contained.

9. In the event of the Licensee committing any breach or defaults of the terms, covenants, conditions and stipulation herein contained and the said breach or defaults are continuous unremedied or uncomplied within a reasonable period not exceeding 30 days after notice in writing is given by the Licensor to the Licensee in that behalf, the Licensor shall be entitled to forthwith and immediately terminate and revoke the license hereby granted and thereupon the license shall stand determined and the Licensee shall not be entitle to use the Said office or any part thereof and stops the use hereof.

10. It is agreed between the parties hereto that upon the terminations of the license hereby created or sooner determination thereof, the Licensee shall forthwith remove themselves and their servants together with their furniture, fixtures and fittings existing therein. If the Licensee continues to occupy the licensed premises, after the termination and/or the determination of the license, they shall do as trespassers and shall be liable for legal proceedings arising therefrom.

11. The Licensee has agreed to surrender the possession of the scheduled property to the Licensor on the termination of the agreement or sooner determination as the case may be. The Said Agreement shall not be renewed after the expiry of 35 (Thirty Five) months.

12. The party shall bear and pay their respective legal cost and advocate fees.

IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first hereinabove written.