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

executed at Thiruvananthapuram on this the 13th day of May 2007 by

and amongst:

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

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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.

1.1 DEFINITIONS

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.

"Act" shall mean the Special Economic Zones Act, 2005, including the

rules which may be framed there under and as may be amended from

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(a) Completion of Minimum Infrastructure;

(b) Receipt of the SEZ Notification in favour of SPV;

(c) Receipt of statutory approvals for construction;

(d) Execution of the Lease Deed;

(e) Completion of the acquisition and transfer of the Land in favour

of SPV;

(f) Transfer of 16% share in SPV in favour of GoK.

"Connectable" in relation to parcels of land shall mean such parcels

of land which are either contiguous or separated only by the width of a

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"Director/(s)" shall mean such individuals who are members of the

Board of Directors of SPV from time to time.

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(b) Connectable land admeasuring a total of one hundred and thirty

six (136) acres in the district of Ernakulam comprised in survey

numbers as per Annexure "A/2" of Kakkanad Village, Ernakulam

District more particularly earmarked in blue on the map of the site

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"Project Commencement Date" shall mean the date falling seven

(7) days following the Closing Date.

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

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and including references also to any amendment or reenactment

(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.

1.3 ENTIRE AGREEMENT

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.

1.4 COUNTERPARTS

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.

1.5 HEADINGS

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.

1.6 TIME FRAMES

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.

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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 favor 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)

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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 fourlane

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 BOARD OF DIRECTORS

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 as long as

the GoK hold not less than 9% of the share capital of the SPV.

Nominees of GoK in the BoD shall be an officer not below the rank of

Special Secretary to Government or a Minister. 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.

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3.1.4 The Chairman shall be nominated by GoK from among Directors

nominated by GoK. The Chairman shall not however have any casting

vote. Each Director, including the Chairman shall be entitled to one

vote in favor 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 MANAGEMENT OF SPV

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

However, the Directors shall:

(a) Appoint 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) From amongst themselves such committees as may be

necessary from time to time for the effective management of

SPV, including 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 Clause 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

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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 videoconference to the extent it is not forbidden

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 SHAREHOLDING

3.3.1 The initial authorised 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%.

3.3.2 Nothing contained in this Agreement or 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 a 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 inter se mentioned in Clause 3.3.1 above is maintained.

GoK through its Permitted Affiliates and TECOM through its Permitted

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beyond the percentages referred to in clause 3.3.1 above. Further, the

shares that were offered to the Defaulting Party may be offered to a

third party investor at the same value at which they were offered to

the Defaulting Party.

3.3.5 The Parties hereto agree that SPV shall neither issue nor allot nor

agree to allot any shares to any third party in any manner save as

provided in this Article 3. TECOM agrees that GoK shall have the

option to call on TECOM and its Permitted Affiliates for the transfer of

additional paid-up share capital in the SPV ("Call Shares") upon

completion of five years in order to raise the share holding of the GoK

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.

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

the Act for the attainment 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

(d) The Central Government notifies the Site and Smart City as a

Special Economic Zone in accordance with the provisions of

section 4 (1) of the Act (the "SEZ Notification").

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 Development Plan. On expiry the lease

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time lease premium mentioned in clause 2.6 and for Future

Land it shall be at acquisition price and on terms and conditions

prescribed by GoK.

(b) The rent for the lease land shall be Rupee One (Re 1) per acre

per annum, payable annually in advance;

(c) SPV shall not require any permission or other approval from

GoK for the purpose of mortgaging its lease hold rights in

respect of the Land as security or for creating any lien or charge

on the leasehold rights of the Land; and

(d) SPV shall not require any permission or approval from GoK for

sub-leasing the Land and/or the building constructed thereon

(whole or any part thereof) to any third party for the purpose of

development in accordance with the Development Plan and for

carrying on business operations within the Land.

5.3 The Land shall be used for the purpose of the development of Smart

City and SPV shall be free to build and construct structures on such

Land for the purpose of development of Smart City provided the same

is in accordance with the Development Plan.

5.4 Upon completion of master plan that determines different plots among

other things, SPV will identify plots to be converted to freehold and

such plots will be converted to free hold by GoK forthwith without any

further consideration or charges. Cumulative area of the plots

converted to freehold will not exceed 12% of the total land area at any

point of time.

5.5 SPV and any of the IT companies operating from Smart City shall be

entitled to any privileges, subsidies or concessions as may be

applicable or are extended to such companies under the IT policy of

the Government from time to time.

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 amount 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 roads connecting to the airport-seaport road and

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complete the road construction within a time frame of two years.

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

which is to be developed within the area notified as the SEZ/(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 Site, GoK will grant

permission or cause the relevant department of GoK to grant

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

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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

airport – seaport road as per national highway standards.

7.1 DEFAULTS OF GOK

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

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(a) To abandon the Project and the development of Smart City in

which case GoK shall acquire the entire shareholding of TECOM

and its Permitted Affiliate in the SPV at a consideration which is

the same amount as any sums paid to GoK in cash by SPV till

the date of such acquisition; and/or

(b) Notwithstanding anything contained in Clause 3.3.2

hereinabove, to buy out the entire shareholding of GoK at a

price to be determined by an independent valuer, in which

event GoK shall agree not to claim any right, title or lien over

the assets of SPV. SPV may thereafter carry on such business as

may be permissible under the policy and procedures of the

Government of India; and/or

(c) Recovery of all investments made, costs and expenses incurred

from GoK as certified by an independent firm of chartered

accountants jointly appointed by the Parties.

7.1.4 In the event of any GoK Closing Default or GoK Land Default, in

addition to the remedies specified in Article 7.1.3 hereinabove, GoK

accepts that SPV shall not be able to create the requisite space as

mentioned in Article 9.4 herein below and shall therefore not be

subject to any penal consequences for any shortfall.

7.2 DEFAULTS OF TECOM

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 space out of which at least 6.21 million Sq.ft will

be specifically for IT/ITES/allied services 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:

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(a) To abandon the Project and the development of Smart City 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 terminate the lease and buy out the entire shareholding of the

TECOM at a price to be determined by an independent valuer taking

the value of Land as Rupees 91.52 Crores ((Rupees ninety one crore

and fifty two lakh only) which is the advance lease premium paid by

the SPV to the GoK for 88% of the land), 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 GOVERNMENT INVOLVEMENT AND CO-OPERATION NECESSARY

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

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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 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 CONTINUING PROMISE

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

21

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 make 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.

This clause shall not apply to the land required for the corridor vide

clause 10.1.v, even if it forms part of Future Land.

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

promote Smart City through its marketing plan.

8.2.10GoK 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.

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

to the ultimate success of Smart City.

8.2.12Any 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

22

necessary for the purpose. TECOM shall make best efforts to generate

at least 90,000 jobs in 10 years from Closing Date. SPV shall

designate at least 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 visualised in Annexure B for IT/ITES and

allied services shall be as approved by the BoD with the concurrence

of the GoK nominee in the BoD and agreed within the parameters of

law.

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

Majeure, commence construction of IT/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.

10.1 REPRESENTATIONS AND WARRANTIES OF GOK AND THE SOCIETY

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

with TECOM 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 to authorise 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,

23

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 eighty (180) days from the Execution

Date unless otherwise agreed by both the parties;

v. GoK warrants that the Land will be made contiguous by

acquiring such land to make it contiguous and SPV shall bear

the acquisition cost paid by GoK.

10.2 REPRESENTATIONS AND WARRANTIES OF TECOM

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;

24

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

25

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 under Law.

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:

(i) 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

26

15.2 Severability: Each of the provisions contained in this Agreement shall

be severable, and the unenforceability of one shall not affect the

By: ………………………………. By: ……………………………….

Chief Secretary to the Government of Kerala Executive Chairman

Secretariat, Thiruvananthapuram 695 001 TECOMInvestments FZ-LLC

Date: May13, 2007 Date: May 13, 2007

By: ………………………………. By: ……………………………….

Chief Executive Officer, Director,

Infoparks Kerala Kochi Smart City (Kochi) Infrastructure

Private Ltd, Kochi

Date: May 13 , 2007 Date: May 13 , 2007

In the presence of:

1. Mr Fareed Abdulrahman, Executive Director, TECOM International

2.Mr K R Jyothilal, IAS, Special Secretary (IT), Govt of Kerala

27

28

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

To be identified later

Approx: 167 acres

Block: 36

Village:

Kunnathunadu

Taluk: Kunnathunadu

District: Ernakulam

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

380,381,384 (Total 28.5338 hectares)

Block: 37

Village: Puthencruz

Taluk: Kunnathunadu

District: Ernakulam

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)

Source:oommenchandy.net