To,

AHUJA CONSTRUCTIONS

A/1, Rajpipla, Opp.ANZ Grindlays Bank, Linking Road, Santacruz (W),

Mumbai 400 054. Tel. : 60579 99 (10 lines) Fax : 0091-22-604 56 18

e-mail : topaim@vsnl.com

To,

7th June, 2000.

The Honorary Secretary

Chandra Nivas,

Plot No. 730,

11th road, Khar (W),

Mumbai 400 052.

Sub. : Redevelopment of Societys Plot by utilising TDR.

We are approaching your society with a proposal for Re-development of the existing property of the society by utilising FSI/TDR. Brief particulars about our Group and the proposals are furnished below:

I. Ahuja Group : A Panorama : The business activities of Ahuja Group Companies encompass civil construction, infrastructural projects, import / export of dry fruits and spices, procuring, processing, polishing and marketing Marble. The Group has recently ventured into Hi-tech infrastructure projects.

i. Import-Export Business : The family business of Import-Export of dry fruits, spices etc. is being earned on since pre-partition days in Karachi, Kandhar (Afghanistan), Tehran (Iran) and after independence in Mumbai.

ii. Marble : The Group company imports marble blocks from Italy, Iran, Spain South Africa, etc. and processes the same at its sawing and polishing units at Taloja and Silvassa. There is a steady demand for companys polished marble due to its superb quality and cost effective prices. In fact, reputed builders book our entire consignments in advance. Polished marble is extensively used in the residential construction projects of the Group Companies and few others can afford to provide genuine marble flooring of the quality and at affordable price, which our companies can provide.

iii. Hi-Tech Infrastructure Project : Ahuja Group recently promotes Hi-Tech Global Infrastructure Pvt. Ltd.. The Maharashtra State Road Development Corporation has awarded the Company, contract for construction of a fly-over on Western Express Highway near the domestic airport, Mumbai. The Project with an estimate cost of Rs. 45 Crores is to be executed on BOLT basis. As per the proposed terms, the Company will be entitled to Lease Shopping market of around 2 lacs sq.ft. beneath the fly-over for a period of 99 years.

Iv Civil Construction Contracts :

a. : Housing Societies Projects : The Civil construction activity of the Group entails construction of residential complexes for the housing societies which have been allotted plots by CIDCO and MHADA. The Company has completed several housing societies projects in a time bound manner on sites situated at Andheri (Four Bungalows), Marol-Andheri (East), and Nerul (Navi Mumbai), irrespective of the state of real estate property market, price fluctuations in the periods of boom or recession did not affect the business of the Construction Companies of the Group, since the business is linked to fixed price contract and no speculation is involved.

b. Re-development Projects FSI/TDR : The group has opened up another avenue of its civil construction activity by focussing on old existing societies situated in prestigious locations of select suburban areas of the metropolis. Re-development of properties of the existing societies by utilising the TDR involves either demolishing the entire existing building/s and re-constructing new ones or by making extensions of the existing building/s by building a new structure over the old one without disturbing / touching the old structure.

Ahuja Groups construction companies occupy a unique position in the highly competitive housing construction sector by ensuring high quality, economical rates and precise time schedule for project completion. The name Ahuja in the housing project sector is therefore synonymous with excellent quality, honoring commitments and high levels of customer satisfaction among the several re-development projects undertaken by the group, the prestigious ones to name a few include at Band Stand, Perry Cross Road, S V Road Bandra (West), St.Teressa Road (24th Road), 15th Road Khar, Santacruz and at Chimbai Road / Kantwadi Road. The necessary legal formalities have been completed & the re-development of the above six projects shall start shortly. We have also received an intent letter for two more societies at Bandra for re-development and the necessary documentation are being executed. We also have three projects on the Eastern Express Highway on the junction leading to Mulund Railway Station. The cumulative area of the 3 projects is 1,80,000 Sq.Ft. We have already received the IOD and CC for all the three projects and construction thereon has already commenced. In one of the above project, we have already casted 12 slabs within a period of Five months.

For further information of our projects, please visit at our websites at www.ahujaconstuctions.com.

V. eCommerce Venture :- Keeping pace with the fast emerging ecommerce arena, the Group has Developed & launched two unique Portals namely quikbite.com (B2C food Portal) and agribuzz.com (B2B Portal) and has received over whelming response from both the Venture Capitalist & the public.

II. Our Proposal :

a) Assuming that the Total area of your Plot is 1000 sq yards ( approx). Subject to the verification to High tide line as coastal Regulation Zone norms, the FSI/TDR available for construction on the societys Plot is about 800 sq. yards. (i.e. 80% of the FSI of the Plot). If however 100% TDR is available than we shall utilize the same to the fullest permissible extent. We propose to construct additional flats on the top of the existing building by utilising the available TDR. We shall endeavor not to disturb the existing structure of the society. The entire cost required for acquiring the TDR, cost of development thereof, fees of architects, consultants, BMC Costs, Charges, Expenses, Deposits, etc. will be borne by us.

b) The load of the additional structures will be rested on transfer girders supported by peripheral network of columns and separate foundation. The load of the additional foundation columns will be camouflaged suitably by giving aesthetic elevation to the building.

c) After approval of this proposal and signing agreement, a blue print showing the elevation of the building, its facade and architectural outlines as per the drawings of our architect and as approved by BMC will be given to society for their perusal.

III. Our Offer : a. : Financial Package :

1. Payment at Rs.1,200/- ( Rupees One Thousand Two Hundred only) per sq. ft. of the total TDR utilized by us as well as for balance FSI of the society. Payment at the aforesaid rate will be made as per the apportionment and directions of the society, and shall be disbursed to the existing members as per the following schedule :

i. Rs.5,00,000/- (Rupees Five Lacs Only ) on signing the Agreement

ii. 10 % on our physically commencing the work after obtaining commencement certificate from BMC.

iii. Balance amount will be in the following manner :

a. 15% on completion of third additional slab or within 3 months of our obtaining commencement certificate from BMC, whichever is later.

b. 15% on completion of terrace slab or within 6 months of our obtaining the commencement certificate from BMC, whichever is later.

c. 15% on completion of external brickwork or within 9 months of our obtaining commencement certificate from BMC, whichever is later.

d. 15% on completion of external plasterwork or within 12 months of our obtaining commencement certificate from BMC, whichever is later.

e. 15% on completion of internal plasterwork or within 13.5 months of our obtaining commencement certificate from BMC, whichever is later.

f. 15% on completion of flooring and electrical work or within 15 months of our obtaining commencement certificate from BMC, whichever is later.

g. Balance 10% after obtaining completion certificate from BMC or within 18 months of our obtaining completion certificate from BMC, whichever is earlier.

B. Amenities proposed :

i. Modern Lifts as may be required by BMC.

ii. Decorative staircase and landing on each floor.

iii. Imported Video House Cop and imported time lapse recorder (VCR) will be installed to monitor, check, record and verify the visitors visiting the society building. Imported time lapse recorder shall give facility of recording upto 960 hours (i.e.40 days) in a single normal videocassette. While viewing the cassette it has the facility of displaying the exact date and time when a particular event was recorded.

iv. Stone paving with decorative landscaping in societys compound.

v. All external repairs to the existing building at our cost and exterior plaster/paint of best quality.

IV : Terms of Re-development :

a) All the Members occupying the ground floor flats shall be re-housed in the first additional floor to be constructed & the ground floor flats shall be vacated & dismantled & converted into Stilt Car parking areas. We shall retain all the Stilt Car parking areas so created with an absolute right to sell the same to the third party & to retain the sales consideration so received.

b) We shall sell the additional new flats so constructed on the TDR/FSI, to various third parties on such terms and conditions as we may deem fit and proper. Obviously the new buyers / third parties, will be from the cream of the society and are generally expected to be compatible with the existing members of the society. The entire sale proceeds from such sale shall be retained by us without having any reference or recourse to the society or its members in any manner whatsoever.

c) The entire re-development project will be completed within 18 months from the date of physical commencement of the work. In the event of our not completing the said work within the stipulated time then we shall be liable to pay an agreed lumpsum, quantified damages upto Rs.25,000/- per week for all delay beyond 18 months after physical commencement of work. If however, any reasons are attributable to society or its members, we are unable to commence/continue the construction, then such period shall not be taken into consideration while computing the period of 18 months.

d) The Society shall execute necessary documents with the incoming new members and shall grant them admission to the membership of the society.

e) All final documentation shall be prepared by our respective solicitors/advocates.

f) Though the above proposal is given by Ahuja Constructions, we shall be entitled to execute the same in any of our other firms/companies under our management.

g) Before we conclude this letter under reference, we assure you that we shall try our level best to secure your interest and we shall leave no stone unturned to ensure that you are benefited to the utmost.

h) The above list of facilities/amenities, as you will agree, constitutes the best of the amenities. It is now for you to reciprocate our offer with the same warmth and goodwill and accept our proposal for utilization of TDR.

Lastly, we take this opportunity to invite you to have a joint visit to some of our projects to have the first hand information of our workmanship and quality.

Should you require any clarification / amendment to the above proposal, please do not hesitate to contact the undersigned so that the proposal could be suitably altered to suit your convenience.

Thanking you,

Yours Truly,

for Ahuja Constructions,

Partner.

Encl. : Photographs of some of our projects