SECOND AMENDMENT TO THE SHARE SUBSCRIPTION CUM PURCHASE AGREEMENT DATED 15TH DAY OF SEPTEMBER, 2007

A.

The Parties entered into a Share Subscription cum Purchase Agreement on the 15th day of September, 2007 (the “SSA”), setting out the terms and conditions subject to which the Investor would subscribe to the Subscription Shares;

B.

Clause 3 of the SSA sets out the conditions to be satisfied by the Parties prior to the Investor subscribing to the Subscription Shares. Some of the conditions to be satisfied by the Parties are as under: (i) completion of a business, financial, accounting, tax, technical, legal and regulatory due diligence on the Company by the Investor and resolution of all issues arising therefrom to the satisfaction of the Investor on or before 45 Business Days from the date of this Agreement, (ii) resolution being passed at a duly constituted meeting of the board of directors of Investor and a resolution being passed at duly constituted meeting of the shareholders of the Investor, approving the subscription to the Subscription Shares and the satisfaction of all other conditions for the Investor to effect a Business Combination as set forth in the Investor's Prospectus dated March 3, 2006 as filed with the US Securities and Exchange Commission, (iii) the Promoters obtaining written consents from all banks, financial institutions, lenders of the Company and all other third parties as may be required for change in shareholding of the Company in form and substance satisfactory to the Investor, (iv) each of the Promoters delivering to the Investor a no-objection certificate in the form contained in Schedule 4 to the SSA and a no-objection certificate from the Company in the form contained in Schedule 4A to the SSA;

C.

The Parties subsequently entered into an Amendment Agreement on December 19, 2007, (“First Amendment Agreement”) amending the terms of the SSA and agreeing to subscribe to a portion of the Subscription Shares;

D.

The Company is in need of urgent funds and pending satisfaction of the conditions precedent set out in Clause 3 of the SSA, has requested the Investor to infuse further funds towards subscription to a portion of the Subscription Shares;

E.

The Investor has agreed to subscribe to a portion of the Subscription Shares in the Company subject to the terms and conditions set out in this Agreement.

2.  

3.  

4.  

 

4.1

Except to the extent specifically modified by this Amendment Agreement, all the terms of the SSA and the First Amendment Agreement shall survive and continue to remain valid and binding on the Parties. Reference in the First Amendment Agreement to ‘Portion of Subscription Shares’ shall, where appropriate, be deemed to mean reference to the ‘Portion of Subscription Shares’ as increased by the portion of Subscription Shares agreed to be subscribed under this Agreement from time to time and reference to ‘Portion of Subscription Price’ shall, where appropriate, be deemed to mean reference to ‘Portion of Subscription Price’ as increased by the funds remitted by the Investor towards subscription to Shares at the Issue Price under this Agreement, from time to time. It is clarified for the avoidance of doubt that the obligation to fund under this Agreement or the First Amendment Agreement or the SSA shall not extend to the amounts already funded by the Investor.

 

4.2

Reference in the SSA to subscription to Investor Shares or Subscription Shares respectively, wherever they appear, shall be deemed to mean subscription to Investor Shares or Subscription Shares as respectively reduced by the Portion of Subscription Shares (as adjusted in 4.1 herein) and reference to payment of Investor Price or Subscription Price, respectively, wherever they appear in the SSA, shall be deemed to mean payment of Investor Price or Subscription Price as respectively reduced by the Portion of Subscription Price (as adjusted in 4.1 herein).

 

4.3

This Amendment Agreement shall become effective upon the execution and delivery of this Amendment Agreement by the Investor, the Promoters and the Company.

 

4.4

Except as expressly set forth in this Amendment Agreement, all agreements, covenants, undertakings, provisions, stipulations, and promises contained in the SSA and the First Amendment Agreement are hereby ratified, readopted, approved, and confirmed and shall remain in full force and effect.

5.  

 

(a)

Amicable Settlement: If any dispute arises between Investor and/or the Promoters and/or Company during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement or regarding a question, including the question as to whether the termination of this Agreement by one Party hereto has been legitimate (“Dispute”), the disputing Parties hereto shall endeavour to settle such Dispute amicably. The attempt to bring about an amicable settlement shall be considered to have failed if not resolved within 60 days from the date of the Dispute.

 

(b)

Conciliation: If the Parties are unable to amicably settle the Dispute in accordance with Clause 5(a) within the period specified therein, the Parties shall forthwith but not later than 30 days after expiry of the aforesaid period, refer the Dispute to Mr. Ram Mukunda and Mr. R.L. Srivastava for resolution of the said Dispute. The attempt to bring about such resolution shall be considered to have failed if not resolved within 30 days from the date of receipt of a written notification in this regard.

 

(c)

Arbitration: If the Parties are unable to amicably settle the Dispute in accordance with Clause 5(b) within the period specified therein, any Party to the Dispute shall be entitled to serve a notice invoking this Clause and making a reference to an arbitration panel of three arbitrators. Each party to the dispute shall appoint one arbitrator within 30 days of receipt of the notice of the Party making the reference, and the two arbitrators, so appointed shall appoint a third arbitrator. The Arbitration proceedings shall be held in accordance with the Arbitration and Conciliation Act, 1996. The decision of the arbitration panel shall be binding on all the Parties to the Dispute.

 

(d)

The place of the arbitration shall be Mumbai, India.

 

(e)

The arbitration proceedings shall be governed by the laws of India.

 

(f)

The proceedings of arbitration shall be in the English language.

 

(g)

The Arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings. The cost of arbitration shall be borne by the Company.

 

(h)

The award shall be binding on the Parties subject to the Applicable Laws in force and the award shall be enforceable in any competent court of law.

 

(i)

The Mumbai court (including any appellant court) in India shall have exclusive jurisdiction.

6.  

 

(a)

No Implied Waiver

 

(b)

Governing law

 

 

(c)

Costs

 

(d)

Execution in Counterparts

 

(e)

Assignment

SIGNED AND DELIVERED

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BY THE WITHINNAMED "INVESTOR "

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ON THE  [●] DAY OF [ ] 2008

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IN THE PRESENCE OF:

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WITNESS:

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NAME AND ADDRESS:

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SIGNED AND DELIVERED

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BY THE WITHINNAMED "COMPANY"

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BY THE HAND OF Mr.

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(AUTHORISED SIGNATORY) PURSUANT TO THE

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RESOLUTION PASSED BY THE BOARD

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ON THE  [●] DAY OF [ ] 2008

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IN THE PRESENCE OF:

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WITNESS:

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NAME AND ADDRESS:

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SIGNED AND DELIVERED

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BY THE WITHINNAMED "Promoters"

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ON THE [●] DAY OF [ ] 2008

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IN THE PRESENCE OF:

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WITNESS:

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NAME AND ADDRESS:

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