writing Agreement for Shares

Underwriting Agreement for Debentures

This agreement is made on the 20th day of June 2000 between X & Co. Ltd., of ……………………… (Address) (hereinafter called the company) of the one part and B.R. & Co. Ltd. having its office at  …………………… (Address) (hereinafter called the underwriter) of the other part.

Whereas the company is intending to offer for public subscription 50,000 12% mortgage debentures which are to be constituted and secured by a Trust Deed drawn up on terms and conditions contained therein and for the purpose of identification initialled by both the parties.And whereas the company is desirous of obtaining assurance of such debentures being subscribed and/or taken up by the investors and the underwriter has given such assurance.

Now therefore these  presents witness and it is hereby agreed as follows:

1. The company will offer for public subscription the said 50,000 debentures of Rs. 1,000 each.

2. Such offer is to be made by a prospectus prepared in accordance with the terms of the draft prospectus annexed hereto but with full power for the company, prior to the publication of such prospectus, to modify the same in such a manner as the company shall think fit provided that such modification shall be approved by the said underwriter.

3. The underwriter shall take up and pay at par the whole of the debenture stock aforesaid which shall not have been taken up and allotted to other persons within 15 days after the first publication of the said prospectus and in consideration of the obligation so imposed on the underwriter it shall be entitled to 2.5% of the issue price of the said 50,000 debentures.

4. The underwriter shall pay up the full issue price of the debentures taken up by it as aforesaid by installments and at the times specified in the prospectus aforesaid.

5. The underwriter may fix the premium at which the said debentures shall be offered for subscription by the said prospectus and if it does not within 10 days after notice in writing specify the same then the company may fix the premium.

6. Any notice to the underwriter may be given by sending the same through the post addressed at its above mentioned address and a notice so sent shall be deemed to have been received at the expiration of twenty-four hours after it is posted.

In witness whereof the parties hereto have executed these presents on the day, month and year first above-written.

Signed, sealed and delivered by

Mr. …………………………………

pursuant to Board Resolution dated

18th June 2000 of X & Co. Ltd. in the

presence of:

Signed, sealed and delivered by

Mr. …………………………………

pursuant to  Board Resolution of

B.R. & Co. Ltd.  dated 19th June

2000 in the presence of: