This Framework Agreement (hereinafter referred to as the "Agreement")

executed at Kochi on this the [insert] day of March, 2007 by and amongst:

Each of the GoK, Society, TECOM, and the SPV are hereinafter referred to

individually as a "Party" and collectively as "Parties" as the context requires.

1. The Gok had incorporated a society by the name and style of

2. The GoK is now keen to establish knowledge based information

technology ("IT") township in Ernakulam District in order to promote

employment and economic development of Kerala;

5. TECOM and its Permitted Affiliate have established Smart City

(Kochi) Infrastructure Private Limited, for the purpose of setting up,

owning and operating Smart City and in which GoK will join as a

shareholder;

6. The Parties have entered into this Agreement to set out the entire

framework of the terms of collaboration between themselves, and

their respective rights, obligations and covenants.

For the purposes of this Agreement, the following words or terms, when

capitalized shall have the meanings assigned herein below. When not

capitalized, the terms shall be attributed their ordinary meaning. Words or

terms not defined but capitalized shall have the same meaning as defined

in the Act or COSA.

attached to and forming a part of this Agreement, with the survey

numbers marked therein presently being acquired under the provisions of

the Land Acquisition Act, 1894.

In this Agreement, (unless repugnant or contrary to the context hereof):

(a) Reference to the singular includes a reference to the plural and vice

versa, and reference to any gender includes a reference to all other

genders.

(b) Reference to any person includes any legal or natural person,

partnership, firm, trust, company, government or local authority,

department or other body (whether corporate or unincorporated).

(c) Reference to an individual shall include his legal representative,

successor, legal heir, executor and administrator.

(d) Reference to statutory provisions shall be construed as meaning and

including references also to any amendment or re-enactment

(whether before or after the date of this Agreement) for the time being

in force and to all statutory instruments or orders made pursuant to

statutory provisions.

(e) Reference to any article, clause or annexure shall be deemed to be a

reference to an article, clause or annexure of or to this Agreement.

(f) Reference to days shall mean business days and shall not include

days which are either national holidays or bank holidays in the State

of Kerala.

This Agreement contains the entire agreement and understanding among

the Parties to this Agreement with respect to the subject matter hereof

and shall supersede and replace any other agreement or understanding,

whether oral or in writing with respect to the subject matter hereof,

including without restriction the memorandum of understanding dated

September 9, 2005 between the GoK and TECOM.

This Agreement may be executed simultaneously in the English

language, in any number of counterparts, each of which will be deemed

an original, but all of which will constitute one and the same instrument.

The section, article and clause headings contained in this Agreement are

for the convenience of the Parties and shall not affect the meaning or

interpretation of any of the terms of this Agreement.

All time periods specified in this Agreement may be extended or

otherwise amended with the mutual consent of the relevant parties to this

Agreement, but only if communicated in writing.

2.1 Smart City shall be owned, developed and operated by SPV, subject to

the provisions of this Agreement.

2.2 The Chief Minister of the State of Kerala shall be the chief patron of

Smart City. It is expected that this will promote Smart City and attract

investments by entrepreneurs in smart City.

2.3 The Parties to this Agreement shall act in utmost good faith with a view to

ensuring the success of Smart City through the economic development

and greater good of the State of Kerala. To ensure this objective, the

Parties shall work together and give due importance to each other's

views.

2.4 The Parties shall do all things necessary and take all steps diligently to

discharge their respective responsibilities and do all other acts and things

necessary for the speedy implementation of the Project and the

commissioning of Smart City in a timely manner.

2.5 On SPV complying with the statutory requirements and GoK acquiring

16% share in SPV, GoK shall take all necessary steps, to make

recommendations to the Government of India in the manner prescribed

by that Government from time to time to assist SPV to receive the

necessary approvals and notifications under the Act for establishing

SEZ/(s).

2.6 Within ten (10) days of the Developer Status Attainment Date or within 60

days of the Execution Date which ever is later, the Land will be

transferred to SPV in accordance with the provisions of Article 5 herein

below at a one time lease premium of Rupees One Hundred and four

Crores (Rs.104,00,00,000), which consideration shall be the full and final

amount payable for the Land irrespective of the compensation which may

ultimately become payable by GoK for the acquisition of such Land. The

consideration for the Land shall be payable by SPV to GoK at the time

when the leasehold title and interests in the Land are transferred to and

acquired by and in favour of SPV. GoK shall have an option to transfer

Land in two installments and SPV shall pay proportionate consideration at

the time of each transfer provided that the land transferred in each

installment is contiguous and land transferred in the second installment is

connectable to the land transferred in the first installment and the period

between two installments shall not exceed six (6) months. It is further

agreed by and between the Parties that in the event that the Land

measures more than the proposed area of two hundred and forty six

(246) acres, the consideration payable under this Clause of this

Agreement shall be proportionately increased in relation to the

proportionate increase in the area.'

2.7 Within fifteen (15) days from the Execution Date, GoK shall commence

the process of developing the Minimum Infrastructure in consultation with

SPV.

2.8 GoK warrants that the Land shall be connectable with a minimum

connecting corridor of width not less than what is required for a four lane

road, if required.

2.9 If TECOM/SPV takes a stand before the concerned Sub-Registrar that

any document executed in the course of implementation of this

Agreement is exempt from the provisions of the applicable Stamp Act and

the Sub-Registrar does not agree with the same, the time provided for

registering the document shall stand extended by the time taken for the

disposal of any application filed in this behalf before the Collector.

However, after executing and registering the document in accordance

with the decision of the Collector, if TECOM/SPV is still aggrieved by the

same, the payment of the stamp duty may be under protest and without

prejudice to its rights to claim refund of the same in further proceedings.

2.10 SPV shall be responsible for the development and construction of the

project from the Project Commencement Date.

3.1.1 The Board of Directors shall at any time comprise of a maximum of ten

(10) Directors unless otherwise provided in its Articles.

3.1.2 GoK shall be entitled to nominate two Directors on the BoD. TECOM and

its Permitted Affiliate may, at their discretion nominate the remaining

Directors on the BoD up to the maximum number provided as per Clause

3.1.1 above. As soon as GoK share becomes 26% of the share capital of

SPV, GoK shall nominate three Directors to the BoD.

3.1.3 The Directors shall hold office until death, resignation or removal in

accordance with Clause 3.1.5 herein below.

3.1.4 The Chairman shall be nominated by GoK. The Chairman shall not

however have any casting vote. Each Director, including the Chairman

shall be entitled to one vote in favour or against a particular resolution put

up before the BoD for its consideration. In the absence of the Chairman,

BoD members present may elect one among them as the Chairman of a

meeting.

3.1.5 The shareholder who nominated any individual as a Director shall also

have the right to remove him at any time without prior notice to the other

shareholder and nominate another individual as Director in substitution of

the one removed.

3.1.6 The Memorandum and Articles shall be amended to be in conformity with

the provisions of this Agreement.

3.2.1 Subject to the provisions of COSA, SPV shall be managed by the BoD

However, the Directors shall

(a) Appointment either a managing director and/or a chief executive

officer with such powers, authority and remuneration as it deems fit in

accordance with the provisions of COSA; and

(b) Form amongst themselves such committees as may be necessary

from time to time for the effective management of SPV, inclyuding the

"Infrastructure Advisory Committee" and the "Administration

Committee" provided however that the committees shall be

constituted in such a manner that each such committee shall have

one Director who has been nominated by GoK.

3.2.2 All decisions of the BoD shall be taken by formal resolutions passed at

meetings of the BoD by a simple majority of Directors present and voting

in accordance with the provisions of Clauses 3.2.4.

3.2.3 The BoD shall meet at least once in every three (3) months.

3.2.4 The quorum for a properly constituted meeting of the BoD shall be five (5)

Directors present and voting, of which at least three (3) shall be nominees

of TECOM and at least one shall be a nominee of GoK. In the event of a

quorum not present for a meeting within half an hour from the time

appointed for the meeting, the meeting shall stand adjourned to the same

time and place on the following day and if at such adjourned meeting a

quorum is not present within half an hour from the time appointed for the

meeting, any three (3) Directors shall constitute a quorum. Provided

however that at any meeting at which the requisite quorum is present, any

other Director may participate by conference call or video conference to

the extent it is permissible under COSA. Notwithstanding anything

contained in this Article 3.2, the BoD may pass circular resolutions as per

the relevant provisions of COSA.

3.3.1 The initial authorized share capital of SPV shall be Rupees Six Hundred

and Eighty Crores (Rs.680,00,00,000) and the initial paid-up share capital

of SPV shall be Rupees One Hundred and Twenty Crores

(Rs.120,00,00,000) comprised of ordinary equity shares of the nominal

value of Rupees Ten (Rs.10) each. The shares shall be subscribed to by

the Parties in the following ratio:

(a) GoK: 16% to be subscribed out of the transfer consideration of the

Land.

(b) TECOM through its Permitted Affiliate : 84%

3.2.2 Nothing contained in this Agreement of the Articles shall prevent the

Parties from transferring after an initial lock-in period of Five (5) years or

after the fulfillment of the target in respect of clause 9.4, whichever is

later, the whole or part of its shareholding at any time subject to the

provisions of Article 3.3.6 herein below or otherwise to any other party at

such value as they may deem fit. In such an event GoK, if TECOM is

transferor, and TECOM, if GoK is the transferor, shall be entitled to the

right of first refusal at the offered price and then the sale to the third party

shall not be at a price less than the offered price.

3.3.3 The BoD will make capital calls for funding the cost of the Project as may

be necessary from time to time. The Parties hereby agree that the

shareholders of SPV, namely GoK or its Permitted Affiliates and TECOM

or its Permitted Affiliates shall contribute equity capital in response to

such capital calls, in a manner such that their percentage shareholding

It is hereby agreed between the Parties that SPV can raise the cost for

funding the Project in the form of debt on such terms as may be approved

by the BoD. TECOM shall assist SPV in arranging such funding on the

best commercial terms as reasonably possible.

4.1 SPV had submitted an application for the attainment of Developer status

under the provisions of the Act to the Government of India for the project

and has obtained an in-principle approval bearing number F.2/74/2006-

EPZ dated May 16, 2006. GoK undertakes to make best efforts to ensure

the attainment of the final approval under the provisions of the Act to set

up the Project as an SEZ.

4.2 In the event that SPV is required to apply for a fresh approval under the

Act for the attainemtn of Developer status, SPV shall finalize the

proposal/(s) for the setting up of the SEZ/(s) and forward the same to

GoK within 10(ten)s days from the date of such intimation from the

Government of India for preferring a fresh application. The GoK shall in

compliance with clause 2.5, forward the proposal/(s) to the Government

of India, Ministry of Commerce along with their recommendations. The

GoK hereby agrees to fulfill its commitments as per the policy/rules

framed by the Government of India from time to time.

4.3 While it is the responsibility of SPV to obtain the necessary approvals,

orders and notifications in this behalf, GoK will render all assistance to

SPV and make best efforts to enable SPV in obtaining such approvals,

orders and notifications and in particular the following:

(a) The approval to the proposal under section 3 (7) of the Act, by the

Board;

(b) Following the receipt of the said approval of the Board, that the Board

communicates it to the Central Government in accordance with the

provisions of section 3 (9) of the Act;

(c) Following the communication of the approval of the Board, the Central

Government issues to SPV a letter of approval in accordance with the

provisions of section 3 (10) of the Act; and

5.1 Subject to Article 2.9, within ten (10) days of the Developer Status

Attainment Date or within sixty (60) days of the Execution Date, which

ever is later, the GoK, either themselves or through any other person so

appointed by GoK in this regard, shall lease the Land to SPV through the

execution and registration of a lease deed ("Lease Deed") for a term of

ninety-nine (99) years for the purpose of developing the same under the

6.1 GoK shall commence work on the Minimum Infrastructure within fifteen

(15) days of the Execution Date and shall complete the Minimum

Infrastructure as soon as possible thereafter.

6.2 On completion of the Minimum Infrastructure GoK shall continue the

development of the Infrastructure commensurate with the requirement of

the Development Plan in such a manner that the required amont of

electrical power and water are made available at the periphery of Smart

City when the facilities built by SPV are ready to draw on the said utilities.

GoK shall also complete acquisition of the land for the new four (4)-lane

road connecting to the airport-seaport road and complete the road

construction.

6.3 It is hereby agreed between the Parties that the entire Infrastructure

which is to be developed within the area notified as the SES/(s) by the

Central Government, shall be the specific responsibility of SPV. It shall

not be the responsibility of GoK to develop any Infrastructure within Smart

City.

6.4 Notwithstanding the provisions of Article 6.1, any delays in completion of

the Minimum Infrastructure to the satisfaction of the BoD may be

condoned if in the opinion of BoD the delay was caused due to certain

unforeseen or extraordinary circumstances and was not attributable to

failure on the part of GoK to take necessary steps. Subject to what is

stated earlier failure of GoK to achieve the completion of the Minimum

Infrastructure within a maximum of six (6) months from the Execution

Date shall constitute a GoK Closing Default and TECOM and its

Permitted Affiliate shall be entitled to remedies as per the provisions of

Article 7.1 herein below.

6.5 Without prejudice to the provisions of Article 6.1 to 6.3 hereinabove, the

GoK shall also:

(a) Assist SPV in completion of the fencing of the Site;

(b) Assist in obtaining a permanent source of water supply including but

not limited to the right to extract ground water from the Site. In the

event that ground water or water supplied by GoK is insufficient for

the SEZ, GoK will grant permission or cause the relevant department

of GoK to grantl permission for laying pipes across roads, rivers or

panchayat/public land for the purposes of obtaining water connectivity

for the project;

(c) Ensure in obtaining relevant approvals and permissions necessary for

the construction of linkages between different parcels of land to make

them interlinked;

(d) Assist in obtaining relevant permission to construct and operate a

power generation system;

(e) Assist in obtaining fast-track approval for all licenses, permits and

registrations as may be necessary to establish the requisite hospitality

facilities of international standards within smart City as per the

Development Plan;

(f) GoK will ensure supply of adequate power to Smart City without

disruption.

(g) Extend support for any representation by SPV to the Kerala State

Electricity Regulatory Commission for the rationalization of the power

tariff applicable to all Units within the precincts of Smart City without

incurring any financial liability on the part of the GoK;

(h) Assist and facilitate regular bus services and metro services from

Cochin and surrounding areas to smart City; and

(i) Construct, develop and maintain adequate link roads to the airportseaport

road as per national highway standards.

7.1.1 Subject to any Event of Force Majeure, it is agreed and understood that

the following defaults on the part of GoK, which would prevent the

occurrence of the Closing Date ("GoK Closing Default"), are serious

defaults which would inherently jeopardize the Project and prevent the

7.2.1 Subject to any event of Force Majeure, in the event TECOM/SPV/their

clients fails to construct built up space as per Annexure B, GoK shall

issue notice within three months thereafter to SPV and TECOM in this

behalf and if the default continues for a minimum period of six months

from date of notice, GoK shall be entitled to take over the entire shares

held in the SPV by TECOM and its Permitted Affiliate at a price to be

determined by an independent valuer.

7.2.2 Subject to any event of Force Majeure, in the event TECOM (and, or its

Affiliates) /SPV and its clients fails to create either 90000 jobs or 8.8

million sq.ft. built up IT/ITES/Commercial space within 10 years from the

Closing Date, GoK shall issue notice to SPV and TECOM in this behalf

and if the default continues for a minimum period of 6 months from the

date of notice, GoK shall at its option have recourse to any one or more of

the following remedies:

(a) to abandon the Project and the development of Smart City and

terminate the lease in which case the TECOM shall acquire the entire

shareholding of GoK in the SPV at a consideration as fixed by an

independent valuer; and, or

(b) Notwithstanding anything contained in Clause 3.3.2 hereinabove, to

buy out the entire shareholding of the TECOM at a price to be

determined by an independent valuer taking the value of Land as

zero, in which event the TECOM shall agree not to claim any rights,

title or liens over the assets of the SPV. The SPV may thereafter

carry on such business as may be permissible under the policy and

procedures of the Government of India.; and, or

(c) To recover all investments made, costs and expenses incurred from

TECOM as certified by an independent firm of chartered accountants

jointly appointed by the Parties.

8.1.1 This Agreement constitutes the intent of GoK for the purpose and for all

purposes of the development, operating and maintenance of Smart City.

In the event that any statute or regulation requires the specific approval or

sanction of GoK for the purpose of development of Smart City the

application made by SPV in this behalf shall be dealt with expeditiously by

GoK.

8.1.2 The GoK warrants that Land will be used for the purpose of setting up

knowledge based IT Township as envisaged by Smart City and will satisfy

the purpose for which the Land was acquired.

8.1.3 If on the presentation of the proposal by GoK the Central Government

specifies any conditions as to the Land whether pertaining to the area or

otherwise, then GoK and SPV shall discuss the matter in good faith and

GoK shall take all steps necessary to co-operate and enable the

fulfillment of such conditions.

8.1.4 GoK shall issue all notifications and pass such orders or make such rules

or regulations as may be necessary to ensure that Smart City shall be the

recommending agency for release of all subsidies, and, or incentives to

which the Units established by the entrepreneurs within Smart City are

otherwise eligible or may be eligible from time to time.

8.1.5 Subject to provisions of Law, if any, GoK shall allow Smart City to widen

water bodies passing through the land for landscaping.

8.1.6 GoK recognizes the critical importance of the aspects set out in Article

8.1.1 to 8.1.5 hereinabove to the commencement of the implementation

of Smart City.

8.2.1 GoK shall use its best effort to liaise with the Board on all matters in

relation to Smart City from time to time concerning the Central

Government, the Board or the Development Commissioner or other

officers as may be appointed by the Central Government under section

11(1) of the Act or the Approval Committee constituted by the Central

Government under section 13(1) of the Act, or any other authority, office,

or regulatory body which may be formed or constituted for the regulation

or governance of SEZ's in India.

8.2.2 If required GoK shall use its best efforts to see that all notifications, or

such other requirements as may be prescribed under the relevant

provisions of the Income Tax Act, 1961 be issued/complied with as the

case may be, to enable SPV to claim the tax holiday and other benefits

applicable to IT parks, infrastructure facilities and/or, SEZ's, as may be

provided from time to time to be availed of to the fullest possible extent.

8.2.3 GoK shall endeavor to put in place a statutory mechanism under the

Kerala Industrial Single Window Clearance Boards and Industrial

Township Area Development Act, 1999 or such other statute as may be

applicable so that all clearances under the Building Rules required to be

obtained by SPV or the entrepreneurs investing in one or more Units in

Smart City can be obtained as applicable to an "industrial area" for the

purposes of statutory clearances and for the operation and administration

of Smart City.

8.2.4 GoK shall declare the Smart City within the scope and meaning of a

"public utility" under the Industrial Disputes Act, 1947 and shall also

exempt Smart City from the provisions of the Kerala Shops and

Commercial Establishments Act, 1960.

8.2.5 GoK shall use its best efforts to obtain all other approvals or sanctions,

whether by way of letter, notification, order, direction or otherwise, as may

be necessary from time to time for the successful implementation of the

project, including but not restricted to the notification of the SEZ as an

inland container depot, land station or land customs station as relevant

under the provisions of section 7 of the Customs Act, 1962 and

environment clearances from the pollution control board.

8.2.6 GoK shall make best efforts to facilitate the establishment of international

business school within the precincts of Smart City.

8.2.7 The GoK shall makel best efforts to establish a check-in counter for air

passengers within the precincts of Smart City.

8.2.8 GoK shall upon request of BoD, make best efforts to complete acquisition

expeditiously, transfer Future Land to SPV and at acquisition price, but on

terms and conditions to be prescribed by GoK.

8.2.9 GoK shall make best efforts to establish an appropriate mechanism to

promote Smart City through its marketing plan.

8.2.10 GoK shall make best efforts as a joint venture partner in SPV not to

undertake activities that shall diminish the value of Smart City, such as

(but not restricted to) encroachments, entry to polluting industries and any

activity that will jeopardize the success of Smart City.

8.2.11 GoK recognizes the importance of the aspects set out in this Article 8.2 to

the ultimate success of Smart City.

8.2.12 Any future liability arising out of land acquisition related to the Land and

land for the link road to Airport-Seaport Road shall be borne by GoK and

GoK will reimburse all costs involved incurred by SPV and TECOM in that

regard.

9.1 It is agreed and understood that Smart City shall be developed as

knowledge based IT Township, as an SEZ/(s) and as provided in the

Development Plan.

9.2 TECOM and its Permitted Affiliate shall develop the Project in a manner

so that it enables the rapid economic development of the state of Kerala.

9.3 TECOM and its Permitted Affiliate shall ensure that it actively markets

Smart City as a destination for investment and does all things necessary

for the purpose. TECOM shall generate at least 90,000 jobs in 10 years

from Closing Date. SPV shall designate atleast 70% of built up space as

per Annexure B for IT/ITES and related facilities for such work area and

employees. Designation of built up space beyond what is visualized in

Annexure B for IT/ITES and allied services shall be as mutually agreed

within the parameters of law.

9.4 TECOM and its Permitted Affiliate will, subject to Events of Force

Majeure, commence construction of I'T/ITES building/(s) in the Site within

ninety (90) days of the Closing Date and shall complete construction by

SPV and its clients, of the IT/ITES/Commercial building/(s) as per

Development Plan.

9.5 TECOM and SPV shall participate in and support and promote any

annual IT events of Kerala Government to make Kerala into a global

IT/ITES destination.

The GoK and the Society hereby represent and warrant to and agree with

TECLOM and SPV as follows and acknowledge that TECOM and SPV

are relying on the representations and warranties provided in this

Agreement in connection with the lease of Land by SPV as well as the

following:

i. GoK and Society have the full power, capacity and

authority to execute, deliver and perform this Agreement

and shall take all necessary actions (corporate, statutory or

otherwise) to transfer and register the Land in favor of SPV

and do authorize that the execution of the transfer of the

Land in favour of the SPV will result in the creation of a

lawful and valid leasehold title to such properties in favour

of SPV, free and clear of any and all liens, pledges,

encumbrances, charges, agreements, interests or claims

of any kind;

ii. GoK as well as Society has not entered into any

commercial agreement and arrangement with any other

third party regarding the land;

iii. Society does not have any mortgage, lien, charge, lease,

easement, trust, option, right to acquire or any other claim

and encumbrance over Land

iv. GoK has already taken steps to acquire the Land and shall

diligently continue the process of acquisition of the Land

until it is completed and thereafter transfer the same to

SPV within a period of one hundred and eight (180) days

from the Execution Date unless otherwise agreed by both

the parties;

v. GoK warrants that the Land is connectable.

TECOM hereby represents and warrants to and agrees with GoK and

Society as follows and acknowledge that GoK and Society are relying on

the representations and warranties provided in this Agreement in

connection with their respective undertakings and obligations under this

Agreement as well as the following:

i. TECOM has the full power, capacity and authority to

execute, deliver and perform this Agreement and shall take

all the necessary actions (corporate, statutory or

otherwise) to ensure the successful implementation of

Smart City;

ii. TECOM has not entered into any agreement or

arrangement with any third party which would prevent them

from either the execution of this Agreement or the

fulfillment of its obligations under this Agreement.

11.1 GoK and Society shall be jointly and severally liable to indemnify, defend

and hold TECOM harmless for damages arising directly or indirectly, from

or in connection with:

(a) any breach of any warranty of GoK and Society contained in this

Agreement; or

(b) any breach of any covenant or agreement of GoK or Society

contained in this Agreement;

11.2 TECOM and its Permitted Affiliates shall be jointly and severally liable to

indemnify, defend and hold GoK and Society harmless for damages

arising directly or indirectly from or in connection with:

(a) any breach of any warranty of TECOM contained in this Agreement;

or'

(b) any breach of any covenant or agreement of TECOM contained in this

Agreement.

12.1 This Agreement shall be governed, construed, interpreted and enforced in

accordance with the Laws of India.

12.2 If any question arises as to the interpretation of the provisions of this

Agreement or as to matters not provided therein, ("Disputes") the Parties

shall consult with each other at each instance and resolve such doubts in

good faith.

12.3 If mutual resolution cannot be reached within fifteen (15) days after the

commencement of such negotiations, the Parties shall have the option to

refer the Disputes to an arbitral tribunal comprising of three (3) arbitrators.

Each Party shall have the right to appoint one (1) arbitrator and the two

(2) appointed arbitrators shall appoint the third arbitrator. For this

purpose, GoK and Society shall be treated as one (1) party and

TECOM/Permitted Affiliates and SPV shall be treated as the other party.

12.4 The arbitration proceedings shall be governed by the provisions of the

Arbitration and Conciliation Act, 1996 or any subsequent enactment and

amendment thereto. The venue for such arbitration shall be Kochi. The

arbitration proceedings shall be conducted in English. any award

rendered pursuant to such arbitration shall be binding on the parties.

12.5 If, on account of reasons of force majeure the performance of the

obligations of any of the Parties is delayed for a period of up to six (6)

months, the corresponding period for the performance of the obligation

shall stand extended by a similar period. However, if the situation of such

force majeure continues beyond six (6) months, the Parties shall attempt

to arrive at a mutually acceptable resolution to determine the fair manner

in which the provisions of the Agreement may be implemented.

13.1 The Parties to this Agreement shall ensure that all persons forming part of

or associated with each of the Parties shall observe all confidentiality

obligations contained herein or otherwise and shall also keep confidential

and secret the terms of this Agreement and any other deed or document,

including the Definitive Documents, executed by and between the Parties

including but not limited to the correspondences exchanged by and

between the Parties ("Confidential Information") unless otherwise

required to disclose the Confidential Information due to any requirement

14.1 Any notice or other communication to be given by any Party to the other

Party under, or in connection with the matters contemplated by this

Agreement shall be in writing and shall be given by letter delivered by

hand or sent by a reputed courier or registered, Speed A/D post or

facsimile, and shall be deemed to have been received (unless the

contrary is proved), in the case of:

(j) Delivery by hand, when delivered and acknowledged;

(ii) A reputed courier or registered A/D post, on the seventh day following

the day of posting.

15.1 Waiver: No failure or delay on the part of any of the Parties to this

Agreement relating to the exercise of any right, privilege or remedy

IN WITNESS WHEREOF, the Parties hereto have set their hands to this

Agreement on the day and year first above written.

By:……………………….. By:………………………….

Chief Secretary to the Government of Kerala Chief Executive Officer

Secretariat, Thiruvananthapuram 695 001 TECOM Investments FZ-LLC

Date: April, 2007 Date : April, 2007

By…………………………. By……………………………..

Chief Executive Officer Director

Infoparks Kerala, Kochi Smart City (Kochi) Infrastructure

Private Ltd., Kochi

Date : April, 2007 Date : April, 2007

In the presence :

Approx. 136 acres

Block : 9

Village : Kakkanad

Taluk : Kanayannur

District : Ernakulam

642,643,644,645,646,647,648,649,650,651,652,653,654,

655,656,704,705,706,707,708,709,710,711,712.640,641,

665,666,686,687,689 (Total 53.838 hectares)

100 acres

Block 37

Village : Puthencruz

Taluk : Kunnathunadu

District : Ernakulam

62,63,67,68,69,70,71,72,73,74,101,103,104,105

106,107,108,109 (Total 40.47 hectares)

Approx : 10 acres

Block : 9

Village : Kakkanad

Taluk : Kanayannur

District : Ernakulam

570,574,575,576 (Total 4.046 hectares)

Approx. 167 acres

Block : 36

Village : Kunnathunadu

Taluk : Kunnathunadu

District : Ernakulam

Block : 37

Village : Puthencruz

Taluk : Kunnathunadu

District : Ernakulam

365,368,369,370,371,372,373,374,375,376,377,378,379,

380,381,384 (Total 28.5338 hectares)

75,76,77,78,79,80,81,82,83,84,85,86,87,88,89,90,91,92,93,

96,97,98,102,103,104,144,145,146 (Total 39.1437 hectares)

"Infopark Estate"

Block : 9

Village : Kakkanad

Taluk : Kanayannur

District : Ernakulam

a) Infopark Estate : 39.35

b) Area already allocated:

Wipro 25.18

Leela 5.00

L&T 7.39

TCS 15.72

IBS 4.26

Total : 57.55 acres

c) Granted Total : 96.90 acres

601,602,612,615,616,617,618,

619,620,621,622,623,624,625,

626,627,629,632,633,634,635,

636,637,669,670,671,684

(Total 39.214 hectares)

Source:oommenchandy.net