MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is entered into at

COIMBATORE on this the ______ day of NOVEMBER, TWO THOUSAND
SIX ( .11.2006)

BETWEEN

Ms.PADMALOCHANA, D/o.Mr.N.Krishnaswamy, Managing Director of

Vijayshree Informatics and Publications (P) Ltd., having office at No.55-60,
Vijayashree Towers, Rajarathna Street, Kattoor, Ramnagar, Coimbatore
-hereinafter referred to as the PARTY OF THE FIRST PART

AND

Mr.SHRIRAM KUMAR, S/o._______, director ELGI Finance Ltd., having office

at __________ - hereinafter referred to as the PARTY OF THE SECOND PART

AND THE SAME WITNESSETH

WHEREAS the property situated on Avinashi Road in S.F. No.471/1,

471/2, 472/1, 472/2, 472/3A and 472/3B of Sowripalayam Village and 484/3 of
Vilankurichy Village all measuring an extent of about 5.82 acres of land
approximately belong absolutely to Karthikeya Ancillaries (P) Ltd., which is
now a defunct company and the asset is charged to Punjab National Bank by
way of exclusive mortgage and the same is the subject matter of the case
pending before the Debt Recovery Tribunal, Coimbatore.

WHEREAS ELGI Finance Ltd is also one of the unsecured creditor of

Karthikeya Ancillaries (P) Ltd., and has to recover the sum which has been
advanced to Karthikeya Ancillaries (P) Ltd and that the PARTY OF THE
SECOND PART on behalf of ELGI Finance Ltd has made negotiations with
Karthikeya Ancillaries (P) Ltd., to secure the payment to them and in the
process is confident of making the property measuring an extent of 5.82 acres
of land available for sale.

WHEREAS the PARTY OF THE FIRST PART has expressed her interest
to purchase the said property provided the same is free from encumbrance or
any claim from Government Authorities for a fixed sum of Rs.40 Crores.

AND WHEREAS the PARTY OF THE SECOND PART has come

forward to negotiate on behalf of the PARTY OF THE FIRST PART and use
their good offices to secure the property to the PARTY OF THE FIRST PART
by way of sale for the price of Rs.40 Crores and also ensure that the claim of
poramboke land which is within the land is also regularized without any cost
or expenses to be incurred for such regularization by the PARTY OF THE
FIRST PART.

AND WHEREAS the parties hereto after mutual discussion and

deliberation in the matter of service offered by the PARTY OF THE SECOND
PART for getting the property for sale in favour of the PARTY OF THE FIRST
PART or her nominees has agreed to make available a sum of Rs.10 Crores by
way of fixed deposit in her own name or in the name of her associate company
to show the bonafide intention to purchase the property and has also agreed to
pay an initial sum of Rs.10 lakhs to enable the PARTY OF THE SECOND
PART to process the sale and in the said context both the parties hereto have
agreed to abide to the following terms and conditions as mentioned below.

1. The period agreed to for the performance of the obligation by the

PARTY OF THE SECOND PART is 30 days from this date and that the
obligation shall not only include getting the consent from the owners to sell
the property but also to finalise the debt with Punjab National Bank, regularize
the poramboke nature of land with the Government Authorities and also
ensure that the No Objection Certificate with regard to the statutory dues from
the Government Authorities for any dues affecting the property are obtained.

2. The PARTY OF THE FIRST PART is entitled to give a paper publication

by way of due diligence upon the PARTY OF THE SECOND PART informing
the PARTY OF THE FIRST PART that the owners of Karthikeya Ancillaries
(P) Ltd., have consented for the sale and also undertake that all claims made by
any third parties will also be settled out of the sale proceeds which will be paid
by the PARTY OF THE FIRST PART.

3. The PARTY OF THE SECOND PART upon intimating the PARTY OF

THE FIRST PART that the sale is ready to be completed, then the PARTY OF
THE FIRST PART undertakes to pay the entire amount in one full payment
within 10 days from that date at their own cost.

4. The PARTY OF THE FIRST PART has also agreed to pay a service
charge of Rs.2 Crores to the PARTY OF THE SECOND PART to enable all
regularization to be made and the said payment will be made only at the
execution of the Sale deed. It has been agreed to that by way of consenting for
the arrangement entered into between the parties hereto, the PARTY OF THE
FIRST PART today has paid a sum of Rs.10 Lakhs by way of cash to the PARTY
OF THE SECOND PART in support of this understanding reached between
them.

5. It has been agreed to between the parties hereto that in the event of the
PARTY OF THE SECOND PART is unable to secure the sale of the property in
favour of the PARTY OF THE FIRST PART or her nominees and by way of
security for the sum paid as advance under this agreement, by way of effecting
refund of the sum, the PARTY OF THE SECOND PART has issued a cheque
dated ______, bearing No._______ and drawn on _____ towards the refund of
the sum received today from the PARTY OF THE FIRST PART and that in the
event the PARTY OF THE SECOND PART has completed his obligation in the
matter of making the property available for sale, then the PARTY OF THE
FIRST PART shall not present the said cheque and enforce any payment and
on the other hand the PARTY OF THE FIRST PART shall pay the balance
service charge of Rs.1,90,00,000/- along with the sale consideration of Rs.40
Crores and get the Sale deed registered in her favour or in favour of her
nominees at her cost and in the event the PARTY OF THE SECOND PART
being ready and if the PARTY OF THE FIRST PART does not come forward to
buy the property, the sum of Rs.10 lakhs paid under this agreement shall be
forfeited and the cheque issued towards repayment of the sum by the PARTY
OF THE SECOND PART will not have any credibility and is deemed to be
stale.

6. It has been agreed to between the parties hereto that in the event of any
misunderstanding in the mater of implementing the terms of the agreement
arising between the parties hereto the same may be referred to a Sole
Arbitrator for arbitration and that the place of arbitration shall be in
Coimbatore and by consent both the parties have nominated Sri.M.S.Balajee
Sridhar, Advocate as the Arbitrator to resolve any differences if arising.

IN THE PRESENCE OF THE WITNESS HERETO, both the parties

hereto have set their hands in this deed on the date, month and year
mentioned above.