BUSINESS CENTRE AGREEMENT

THIS AGREEMENT made at Mumbai this day the ________ day of

___________________, 2004 BETWEEN _________________________

_______________________ adult, Indian Inhabitant, having address at:

___________________________________________________________

___________________________________________________________

hereinafter known as the OWNER which term and expression shall,

whenever the context so permits and unless repugnant thereto mean and

include his/her/their heirs, executors, administrators and assigns, of the

ONE PART AND ___________________________________________

__________________ adult, Indian Inhabitant, having address at:

___________________________________________________________

___________________________________________________________

hereinafter called the CLIENT which term and expression shall, whenever

the context so permits and unless repugnant thereto mean and include

his/her/their heirs, executors, administrators and assigns, of the OTHER

PART, WITNESSETH as under :

WHEREAS, the Owner owns and is conducting the business in the name

and style of _____________________________ Business Centre

(hereinafter known as the said Business Centre), for providing business

services and facilities to his clients / customers at Premises No.

______________ at __________________________________________

___________________________________________________________

___________________________________________________________

owned by him/her/them and hereinafter referred to as the ‘said premises’

AND WHEREAS the Client has approached the OWNER for availing of the

services and facilities provided by the OWNER at the said premises,

namely : accommodation, Telephone, Fax, Electricity, water etc. for a

period of eleven months from __________________. 2004 to

___________________ 2005 and the OWNER is agreeable to give the

services and facilities available at the said premises for a period of eleven

months but only upon the CLIENT guaranteeing and assuring the OWNER

that the said services and facilities are required by him/her/them (Client)

for use / occupation only as temporary facility, and hence the OWNER has

agreed to the proposal of the CLIENT on the terms and conditions

hereinafter appearing.

NOW THEREFORE, these presents witnesseth and it is agreed by and

between the parties hereto as follows :-

1. The OWNER hereby agrees to give the CLIENT the services and

facilities for the use and occupation of the half of the said

premises for conducting the business of

_________________________________ for a period of 11

months from ______________________________ 2004 to

____________________ 2005 on a monthly charges /

compensation of Rs._______________/- (Rupees ___________

_______________________________ only). Depending upon

the satisfactory conduct of the CLIENT, and by mutual consent,

the agreement may be renewed on the same terms and

conditions but subject to the increase of 10% in the monthly

charges / compensation.

2. The CLIENT shall be entitled to make use of the half portion only

of the said Premises on monthly charges of

Rs._________________/- (Rupees _______________________

____________________________________________ only).

The monthly charges / compensation shall be payable by the

Client to the Owner in advance by the 7th of each month.

3. The timing of the Business Centre shall be from 9.00 a.m. to 9.00

p.m. on all working days of the week. The OWNER shall be

responsible for opening the Business Centre in time and closing

the same at the hour mentioned above, However, for facilitating

the functioning of this arrangement and to avoid inconvenience to

the CLINET, the OWNER will give or provide Duplicate key / set

of keys to the CLIENT. It is clarified that the CLIENT shall not be

entitled to demand the duplicate keys as a matter of right.

4. The CLIENT shall keep with the Owner an interest – free deposit

of Rs.___________________/- (Rupees ___________________

_________________________________________ only) towards

the Electricity water and Telephone and Fax charges /

compensation and for due payment of the actual Bills raised for

electricity, water, Telephone, Fax charges / compensation and

other services provided AND for assuring the due performance

and observance of the terms and conditions of this agreement.

The said deposit shall be refunded by the OWNER to the CLIENT

on the expiry / termination / determination of this Agreement after

adjusting the amount, if any, found payable by the CLIENT to the

OWNER, simultaneously upon the CLIENT handing over vacant

and peaceful possession of the said premises to the OWNER.

5. The CLIENT agrees to pay the monthly electricity water bills,

telephone, fax and computer use charges / compensation

promptly and in time and in event of the non-payment / delayed

payment of the bills raised, the OWNER shall be at liberty to

discontinue these facilities.

6. If the CLIENT requires any other facilities and the OWNER

considers the same necessary for the purposes of running the

Business Centre, the same will be provided at extra cost which

the CLIENT agrees to pay.

7. The CLIENT shall be liable for sales-tax / income-tax and any

such taxes and levies in respect of his business and if any such

taxes directly affect the interests of the Business Centre and/or

the OWNER, the CLIENT shall bear all the extra charges.

8. The CLIENT agrees :

a) To keep the interior of the said premises in good condition

during the period of this Agreement and to be responsible for

the ordinary routine maintenance of the half portion of the said

premises given to him. The CLIENT shall use the said

premises with due care and caution and upon the expiry of

earlier termination / determination of this agreement the

CLIENT shall handover the same in as good condition as it is

on the date hereof and give compensation to the OWNER for

any damage done.

b) Not to make, without the previous permission in writing of the

OWNER, any material additions / alterations in the said

Premises, Any immovable fixture / fittings additions /

structures placed in or upon or attached to the said premises

by the CLIENT with the permission of the OWNER shall not be

removed on the expiry / termination of this agreement and the

same shall become the property of the OWNER.

c) Not to assign, transfer, sub-let or part with the occupation /

use of the said premises or any part thereof at any time during

the continuance / renewal of the agreement or upon the

termination of this Agreement.

d) Not to use the said premises for any purpose other than for

conducting the business of

________________________________ and not to use the

said premises for any illegal, improper, prohibited or immoral

purpose. The CLIENT agrees and undertakes to indemnify

and keep indemnified the OWNER against all claims, actions,

prosecution arising or consequent upon his/her/their

business / activities carried in the said premises.

e) Not to create any inconvenience, annoyance or nuisance for

the members of the Society / Neighbouring shops. The

CLIENT agrees to indemnify and keep indemnified the

OWNER against all actions, costs, claims suits, cases,

penalties etc. that may be filed / imposed / made by any

authority / aggrieved person, the Society or any member of the

Society in consequences of any nuisance created or

annoyance caused by the CLIENT or any of his / her / their

staff / servant etc.

f) Not to bring, keep, store or use any hazardous contraband,

explosive, inflammable or obnoxious or otherwise prohibited

material. The CLIENT shall be entitled to bring into the said

Premises only office records, office equipment, documents

and products for sale / service.

g) Not to allow or give the benefit of use and occupation of the

said premises to any other person or sister group, company or

concern. The use and occupation of the said premises is

restricted to the benefit of the CLIENT only.

9. Upon this agreement coming to an end on its due date or by

earlier termination / determination, the CLIENT agrees and

undertakes not to enter upon the said premises or part thereof

and any papers, files, equipment goods, etc. belonging to the

CLIENT and lying in the said Premises beyond the said date,

shall be liable to be removed by the OWNER at the cost and risk

of the CLIENT. The CLIENT shall also be liable to pay charges /

compensation for the period of unauthorised use and occupation

of the said premises as provided hereinunder.

10. In the event of the CLIENT committing default in the payment of

charges / compensation under this Agreement for two months or

any breach of the terms and conditions contained herein, this

Agreement shall be deemed to have been revoked / terminated

and determined by the OWNER. Upon the termination of this

Agreement the CLIENT, shall cease to have any right to enter

and/or make use of and occupy the said premises after 15 days

of the receipt of intimation from the OWNER of the default or

breach of the terms and conditions of this Agreement.

11. Notwithstanding anything contained in this Agreement, each of

the parties shall always be entitled to terminate this Agreement

by giving one month’s notice in writing to the other party. The

CLIENT may at this discretion pay one month’s charges /

compensation in lieu of the notice.

12. The OWNER shall not be responsible or liable for any theft, loss,

damage or destruction of any property of the CLIENT or any

servant etc. of the CLIENT or any other person in the said

premises nor for any bodily injury to any person in the said

premises by rain, fire, flood, earth-quake, leakage, bursting of any

pipe, appliance or machinery or form any cause whatsoever.

13. If the said Premises is rendered unfit for use on account of fire,

earthquake, war, civil commotion or natural calamity or cause

beyond the control of the OWNER, this Agreement shall stand

terminated forthwith.

14. In case of any damage or destruction caused to the property of

the OWNER or any members of the Society or the Society, due to

the direct negligence of the CLIENT or his servants in the said

premises, the CLIENT shall be liable to make good forthwith any

damage caused.

15. The Owner shall continue to be in exclusive legal possession and

in full charge and control of the said premises at all times and it is

the express, real and true intention of the parties hereto that this

Agreement shall be a mere permission granted to the CLIENT by

the OWNER for temporary use and occupation of the said

Premises and notwithstanding anything contained in any act,

there is no intention to create a sub-tenancy or licence / lease of

the said premises in favour of the CLIENT and the CLIENT shall

not be entitled to claim sub-tenancy right or other interest in the

said premises and that it is on the faith of the expressed

assurances and representations of the CLIENT and believing the

same to be true, that the OWNER has, in good faith, entered into

this Agreement with the CLIENT.

16. This Agreement does not, in any way, create any right of

tenancy / sub-tenancy / licence / lease or any other right of

whatsoever nature except that of temporary use and occupation

of the said premises by the CLIENT for a period of eleven

months.

17. On the expiry of the Agreement period or the termination of this

Agreement under its provisions, the client shall leave the said

premises without any hindrance, obstacles or objections

whatsoever. In case the client persists in entering the said

premises to make use of and occupy the same, the owner shall

be entitled to prevent the CLIENT’s staff / his/her/their servants

and others from entering upon the said premises.

18. Upon the expiry, termination or determination of this Agreement

and the OWNER refunding to the CLIENT the Security deposit

after deduction of the amounts due to the OWNER under the

provisions of this Agreement, the CLIENT shall be bound to quit,

vacate and handover peaceful possession of the said premises to

the OWNER. In case the CLIENT fails to handover vacant and

peaceful possession of the said premises as per the provisions of

this Agreement, he/she/they shall, without prejudice to the other

rights and remedies of the OWNER, pay

Rs._________________ (Rupees

____________________________________________

__________________________ only) per day for every day of

default of unauthorised use and occupation of the said premises,

to the OWNER.

19. Notwithstanding anything herein contained, in the event of the

CLIENT committing any breach of the terms and conditions

herein and the OWNER terminating this agreement, then and in

that event, the period of this agreement shall be deemed to have

expired and the OWNER shall be entitled to seek the appropriate

legal ready to secure his/her/their rights under this Agreement.

20. It is expressly agreed that if, before the expiry of the period of this

Agreement, any amendments or modifications are made to any

act or any amendment is passed by the Appropriate legislature

affecting the rights of the OWNER then and in that event,

notwithstanding anything contained in that legislation, this

Agreement shall be deem4d to have expired on the day prior to

the day of coming into effect of that amendment / Legislation.

21. The Office/s in the said premises shall be in control and charge of

the security and Reception personnel of the OWNER who shall

keep the office/s open the make available to the client the half

portion of the said premises and other services and facilities;

provided however that the security, the reception and the

OWNER carried no risk in that behalf and shall not also be liable /

responsible for errors, omissions and neglect of its staff and

security.

22. The juridical and physical possession and the control of the

Business centre shall always remain with the OWNER who shall,

however, provide proper access for the Client to the said

premises at all reasonable times during the working days.

23. It is expressly agreed between the parties that the said premises

shall not form an asset of the CLIENT and he shall not have right

to pledge, hypothecate or mortgage or create any third party

interest in respect of the same.

24. The CLIENT shall give at least one month’s notice of his/her/their

intention to seek renewal of the agreement between its expiry.

25. The CLIENT shall conduct the business from the said premises in

accordance with the rules and regulations of the greater Mumbai

Municipal Corporation or any other law for the time being in

force / applicable to the said business and the CLIENT shall be

liable to bear the entire responsibility under the said rules and

regulations etc. The CLIENT shall be responsible for all the taxes,

charges, dues, levies etc. payable in respect of his / her / their

business and the OWNER shall not be responsible for the same

under any circumstances.\

26. Any Notice or intimation required to be served upon the CLIENT

shall be deemed to have been adequately and properly served

upon the CLIENT if sent on the address of the CLIENT given in

the opening para of this Agreement or at the said Premises.

27. Apart from the terms and conditions mentioned above, nothing

shall be deemed or construed to have been agreed to by either

party unless reduced in writing and signed / initialed by both the

parties.

IN WITNESS WHEREOF THE PARTIES hereto have hereunto set and

subscribed their respective hands and seals the day and the year first

hereinabove written.

SIGNED SEALED AND DELIVERED

by the withinnamed OWNER

______________________________

in the presence of……………………..

1.___________________________

_____________________________

_____________________________

2.___________________________

______________________________

______________________________

SIGNED SEALED AND DELIVERED

by the withinnamed CLIENT

______________________________

in the presence of…………………….

1.___________________________

_____________________________

_____________________________

2.___________________________

______________________________

______________________________

R E C E I P T

RECEIVED with thanks from _______________________________

_____________________________________________ the CLIENT a

sum of Rs.______________________/- (Rupees _________________

________________________________________________________

only) on account of interest free security deposit for grant of use of the

party of the Business centre at Premises no. _________ at ________

_________________________________________________________

_________________________________________ as mentioned

hereto before.

Mumbai.

I SAY RECEIVED,

Date: ___________________ 2004.

------------------------------------------------

O W N E R.

WITNESSES :

1.

2.

From:

_________________________________

Date: ___________________

To,

______________________________ BUSINESS CENTRE,

Ref: Handing over the possession of the premises used by us in your

business centre located at: _________________________________

_________________________________________________________

_________________________________________________________

__________________________________.

Madam,

You had been kind enough to allow us the use of the above said

business premises on business centre basis as a member vide our

Agreement dated: ____________________________200 , executed

in this respected.

Since we have made alternative arrangements for our business, we

confirm having handed over the possession of the said portion back to

you.

Hereafter we have no rights, title and interest in the above said

premises.

Thanking you once again,

Yours faithfully,

From: _______________________________

Premises no. __________________________________________________________________________________ _______________________________

To:

_______________________________

Member/client.

Sub: Notice for vacating my premises no. ____________________ ________________________________________________________ ________________________________________________________

This is a notice hereby issued to you to vacate my premises No.

________________________________________________________

________________________________________________________

as per the Business Centre Agreement between us dated: __________

2004 in which it was specified that one months prior written notice was

required for vacating the said premises.

Thanking you,

Yours faithfully,

__________________________We, _______________________________________ confirm the receipt of the notice issued by you to vacate the premises on _____________________________, I also hereby agree to vacate the premises and handover the peaceful and vacant possession of your above mentioned premises.I confirm,

_______________________________

Member/Client.

Witness:

1.

2.