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GUARANTEE AGREEMENT

BETWEEN

__________, of __________, PAN __________ (the "Lender");

__________, of __________, PAN __________ (the "Borrower");

AND

__________, of __________, PAN __________ (the "Guarantor").

The Lender, the Borrower and the Guarantor are each a "Party" and together the "Parties".

RECITALS

B. At the Guarantor's request, and in consideration of the Guarantor's promise in this Agreement, the Lender has agreed to make or continue the Loan to the Borrower. Under s.127 of the Indian Contract Act, 1872, anything done, or any promise made, for the benefit of the Borrower is sufficient consideration for the Guarantor's promise to the Lender.

C. The Guarantor has agreed to guarantee repayment of the Loan on the terms of this Agreement, which is a contract of guarantee within the meaning of s.126 of the Indian Contract Act, 1872.

NOW THIS AGREEMENT WITNESSES AND THE PARTIES AGREE as follows:

1. 1. THE GUARANTEE

1. 2. NATURE AND EXTENT OF LIABILITY

2.1 Unless this Agreement expressly provides otherwise, the liability of the Guarantor is co-extensive with that of the Borrower under the Loan, as provided by s.128 of the Indian Contract Act, 1872.

2.2 This is a guarantee of payment and not merely of the Borrower's solvency, and the Guarantor's liability arises on the Borrower's default under the Loan, without the Lender being required first to exhaust any remedy against the Borrower, except to the extent clause 3 below expressly requires a prior written demand.

1. 3. HOW THE GUARANTOR IS CALLED UPON

1. 5. DISCHARGE OF THE GUARANTOR

5.1 The Guarantor is discharged from liability under this Agreement, to the extent recognised by the Indian Contract Act, 1872, in the following circumstances: (a) under s.133, if the Lender and the Borrower vary the terms of the Loan without the Guarantor's consent; (b) under s.134, if the Lender releases or discharges the Borrower, or if the Lender does any act inconsistent with the Guarantor's eventual right to be indemnified by the Borrower, or omits an act the Guarantor's eventual remedy against the Borrower required, under s.139; (c) under s.135, if the Lender makes a composition with the Borrower, or promises to give the Borrower time, or promises not to sue the Borrower, without the Guarantor's consent; and (d) under s.141, if the Lender loses, or without the Guarantor's consent parts with, any security the Lender held for the Loan at the time this guarantee was given, to the extent of the value of that security.

5.2 This guarantee is not valid, and does not bind the Guarantor, if it was obtained by the Lender through misrepresentation or through concealment of a material fact concerning the Loan, within the meaning of ss.142 and 143 of the Indian Contract Act, 1872.

1. 6. THE GUARANTOR'S RIGHTS

6.1 On paying any amount to the Lender under this Agreement, the Guarantor is, to the extent of that payment, invested with every right the Lender had against the Borrower in respect of the Loan, including any security the Lender held, as provided by s.140 of the Indian Contract Act, 1872. Nothing in clause 5 affects any security the Guarantor personally gives, as distinct from security the Lender held over the Borrower's own assets.

6.2 The Borrower shall indemnify the Guarantor against every payment the Guarantor makes under this Agreement, consistent with the implied promise of indemnity recognised by s.145 of the Indian Contract Act, 1872, and clause 12 below records that indemnity expressly.

1. 7. GUARANTOR'S CONFIRMATION

7.1 The Guarantor confirms having read and understood the terms of the Loan described in Recital A before signing this Agreement, and that this guarantee is given freely and not as a result of any pressure from the Borrower or the Lender.

1. 8. NOTICES

8.1 A notice under this Agreement is validly given if delivered by hand, sent by registered post with acknowledgement due, or sent by e-mail to the address stated for the Party concerned in this Agreement, and is treated as received: if by hand, on delivery; if by post, on the expiry of the ordinary course of post; and if by e-mail, on the next working day.

1. 9. ASSIGNMENT

9.1 The Guarantor shall not assign or transfer any obligation under this Agreement. The Lender may assign the benefit of this Agreement together with the benefit of the Loan, on written notice to the Guarantor.

1. 10. STAMP DUTY AND REGISTRATION

1. 11. DISPUTE RESOLUTION AND GOVERNING LAW

11.3 This Agreement is governed by the laws of India as in force at the place where it is executed.

1. 12. BORROWER'S ACKNOWLEDGEMENT AND COUNTER-INDEMNITY

12.1 The Borrower acknowledges this guarantee and confirms the particulars of the Loan given in Recital A.

12.2 The Borrower shall indemnify the Guarantor against every payment the Guarantor makes to the Lender under this Agreement, and against every reasonable cost the Guarantor incurs as a result of this guarantee, whether or not the Guarantor has yet exercised the rights given by clause 6.1.

1. 13. GENERAL

13.1 This Agreement is the entire agreement between the Parties about the guarantee and supersedes all prior discussions about it.

13.2 No amendment is effective unless made in writing and signed by all Parties.

13.3 A failure or delay by the Lender in enforcing a right under this Agreement is not a waiver of it.

13.4 If any provision of this Agreement is held invalid or unenforceable, the rest of this Agreement continues in effect.

SIGNED AND DELIVERED by the LENDER
__________
PAN: __________

Signature: ______________________________

SIGNED AND DELIVERED by the GUARANTOR
__________
PAN: __________

Signature: ______________________________

ACKNOWLEDGED AND COUNTER-INDEMNIFIED by the BORROWER (clause 12)
__________
PAN: __________

Signature: ______________________________

WITNESSES