TERM SHEET SECOND CHANNEL HSBC BANK

Day-1

One Day before PG date Escrow of 3 lac (BEFORE 2 LAC ESCROW SELLER WILL PAY 50000 BOOKING TO BUYER FOR ESCROW) in Delhi in mutually agreed star hotel room in between TBD(Time to be determined) then 22 lac of escrow in Delhi

Rate in India- 100+40+20

H.K- 100+70+30

Slot will be booked by buyer (SLOT CHARGES WILL BE TAKE OVER FROM ESCROW AMOUNT FOR SLOT BOOKING)

Day-2 ( 100cr PG)

1. Seller and buyer will enter the bank by the designated time. Buyer to show his photo ID and authorization letter and seller to show his photo ID and to each other

2. Both the parties will give there PG cheque simultaneous to VP for verification and completion of holding formalities.

3. After completing procedure of PG Both the party will follow the following steps in chronological order.

4.Buyer will get his fund's (Principal+Party Charges+Facilitator charge's) verified by pulling out a statement and then sign a cheque in front of seller and perform an out transaction and then withdraw another fresh statement reflecting the out transaction to seller /seller's representative. Seller will also get the same verified at his end.

5.Seller will get his/her fund's in second channel verified by providing code/Rent slip to BM/VP

6.For the payment required in INDIA Buyer and seller will exchange permission (seller will show RBI approved project while buyer will show his TEX PAID/FDI FUND'S, Original board resolution,Power of attorney and no objection certificate with him.

7.Buyer will issue at per cheque and fill RTGS form/Ledger Transfer as per schedule amount decided(Principal+Party Charge's+Mediator's) in to seller account associated with approved project.

8. seller will transfer the ownership Of Second Channel along with all code's(16 Digit's and 4 Digit).

9.Mediator's settlement must be processed and disbursed of total quantum of agreement. On the very first day/First tranches of transaction

Point to be considered

i) Buyer Has to come with all the requisite document's along with PAN/DIN,Letter head's,stemp's and cheque book

ii) Punctuality and sincerity of the business is highly excepted.

iii) No modification of the chronology and/for nature of the steps in procedure will be excepted in the Bank.

iv)Escrow will be dissolve upon successful PG and PG upon successful transaction 30% of PG amount will be given to both side (A.B.C) Mediator's.. If transaction fail's.

v)1.Buyer's Party A/C should be normal current account.no CC or DD or TL account

2.Both the parties company should be Pvt. Ltd. company.

3.After completion documentation should take care. Please note and be advise revision/provision's will be entertained after approval of this final draft.

In witness whereof the parties to this term sheet have set there representative hand presence of witness on the day and year first above mention.

Please confirm by written.

1st Party

Sign of 2c seller

(Name And Signature)

2nd party

sing of buyer

(Name And Signature)