( To be printed on a Non Judicial Stamp Paper of Rs.

100/- in duplicate )

NON DISCLOSURE AGREEMENT This Agreement is made at on _______ day of _________2007 ( Date of signing to be mentioned) BETWEEN DHFL Venture Capital India Pvt. Ltd., a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 6th Floor, Dheeraj Arma Anant Kanekar Marg, Staion Road, BandraEast, Mumbai - 400 051, represented by its Chief Executive Officer, Mr. Arun V. Goel ( Client) which expression unless repugnant to the context shall mean and include its authorized representatives, successors in business, permitted assigns, of the First Part; AND _____________________, represented by Mr _________________,______________ having his office at _________________________________________, represented by its _______________________________(Developer) which expression unless repugnant to the context thereto shall mean and include its authorized representatives, successors in business, permitted assigns, of the First Part of the Other Part. WHEREAS the Parties hereto are interested in the exploring a business relationship with regard to investment/joint venture/joint development of greenfield real estate projects in and aruond Baroda Metropolitan region and the Parties are in possession of valuable confidential

and proprietary know-how and business information related to each others business activities (hereinafter known as Said Information). AND WHEREAS the Parties hereto agree to disclose the Said Information to each other provided that either Party shall keep Said Information disclosed to it in strict confidence. AND WHEREAS based upon such principle and taking into consideration of the common consideration of the Parties hereto, the Parties hereto agree to disclose to each other the Said Information according to following terms and conditions of this Agreement (hereinafter called Agreement). IN CONSIDERATION OF THE MUTUAL COVENANTS AND UNDERTAKINGS SET OUT BELOW, THE PARTIES AGREE AS FOLLOWS: 1. Each party undertakes in respect of the Said Information for which it is the recipient:(a) to treat the Said Information disclosed by the disclosing Party as confidential; (b) not without the disclosing Party's prior written consent in each case to communicate or disclose any part of the Said Information to any person except:(i) (ii) only to those personnel of the recipient on a need to know basis who are concerned with the business; the recipient's auditors and professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Said Information in connection with the business of the recipient; where the recipient is ordered by a court of competent jurisdiction to do so or there is a statutory obligation to do so except that the recipient shall use all reasonable endeavours to first inform the disclosing party in writing before any disclosure under such order or obligation is made; to third parties engaged by the recipient who are concerned with the business and who have been expressly authorised in writing by the disclosing party to receive the Said Information prior to disclosure. which is known to the recipient or is generally available to the public prior to the date of signature of this Agreement. which hereafter, through no act on the part of the recipient, becomes generally available to the public. which is furnished to the recipient by any third party having a lawful and unrestricted right to do so and having no obligation of confidentiality, either direct or indirect.

(iii)

(iv)

(v) (vi) (vii)

(viii) which is furnished by disclosing Party to any third party on a non-confidential basis. 2. The Parties hereto will take all reasonable steps to ensure that the Said Information is treated as confidential by their respective employees, to whom it is disclosed. and shall not disclose, publish or otherwise reveal any of the Said Information received from the other Party to any third party except with the specific prior written authorization of the disclosing Party. 3. Any documents or data given by disclosing Party to the recipient shall remain the property of the disclosing Party, and shall be returned to disclosing Party at its request; and in the event the recipient is legally required to disclose any portion of Said Information, the recipient shall promptly notify the disclosing Party so that disclosing Party may take steps to protect its Said Information. 4. If for any reason any Party hereto is acquired by or merges with or transfers all or part of its assets to a person or organization, or changes its corporate structure by any other means, then such Party will provide the other Party with at least ninety (90) days prior written notice of such change. The other Party reserves the right to terminate this Agreement, without obligation, upon notification of such change. 5. This Agreement shall expire at such time as the Parties hereto agree that the need for confidentiality under this Agreement is no longer necessary or until (6 months from the date of signing)2007 whichever comes first. However, the expiry can be extended with the mutual consent of the parties. If any party breaches any of the terms and conditions of this Agreement, other Party will have the right to immediately terminate this Agreement by a written notice of thirty (30) days. 6. Following the termination of the commitments stipulated in this Agreement for all Said Information, or after the termination of commitments for any specific portion of Said Information due to the occurrence of the events listed in clause 1 (b), any explicit or implicit obligations concerning the disclosure and use of any of such Said Information or part thereof shall end. 7. It is agreed by both Parties hereto that there will be no assignment or transfer of this Agreement, nor of any interest in this Agreement, without prior written consent of the other Party. 8. If any term of this Agreement is found to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 9. Either Party's failure to insist in any one or more instances upon strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any condition contained herein and a subsisting and a continiung breach thereof shall be a just ground for the termination of this Agreement. 10. This Agreement shall be governed by and interpreted for any and all purposes in accordance with the laws of India. The courts of Mumbai, India shall have jurisdiction with regard to this Agreement.

11. This Agreement supersedes all prior agreements and discussions regarding the subject matter covered hereby. Any addition or variation to the above should be entered into and agreed only in writing. 12. Any notice required to be given under this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by Registered A. D. or other recognized mode of delivery to the addresses provided hereinabove. Any change in addresses of the Parties hereto shall be intimated in writing immediately. 13. In case of any dispute arising under this Agreement it shall be resolved amicably within thirty (30) days of received of notice from the aggrieved party by the other party. On failure of such amicable resolution within the stipulated time, both parties will appoint one arbitrator each who in turn will appoint a Chairman of the Arbitral Tribunal. The arbitration proceedings will be governed by the Arbitration and Conciliation Act 1996 or any other law for the time being in force. The Arbitration proceedings shall be held in Mumbai. The Client and the Service Provider have caused their respective duly authorized representatives to execute this Agreement. Client DHFL Venture Capital India Pvt. Ltd. __________________________ (Signature) (_________________) (____________) Service Provider

____________________________ (Signature) ( ) ( )