LEASE AGREEMENT

BETWEEN

1. Mr. R.S. Dhanuka

AND

M/S DIDYMOUS TRADE LINKS PRIVATE LIMITED (Duly Constituted

Franchisee of Levis Strauss India Private Limited)

AND

LEVI STRAUSS (INDIA) PRIVATE LIMITED

FOR PREMISES AT:

Madan Bhavan, 10 Shanku Marg, FreeGunj, Ujjain, 456010.
THIS AGREEMENT OF LEASE (this “Agreement”) is made at Ujjain on this
the ___day of August, 2008

BY AND BETWEEN

Mr. R.S. Dhanuka, son of Late Mr. Madanlal Dhanuka, aged about 78 years,
(hereinafter called the “Lessor” which expression shall unless repugnant to the
context or meaning thereof, include his heirs, executors, administrators, legal
representatives, successors and assigns) of the ONE PART.

AND

M/S DIDYMOUS TRADE LINKS PRIVATE LIMITED, a company incorporated

under the companies Act 1956 having its registered office at E-8/28 Basant Kunj
Arera Colony Bhopal acting through its Director and authorized signatory Shri
Devendra Kumar Jain S/O Late Shri Vimal Kumar Jain aged about 44 years, R/O
E-8/28, Basant Kunj, Arera Colony Bhopal and a duly constituted franchisee of
Levi Strauss India Private Limited, hereinafter referred to as the ‘LESSEE’ (which
expression shall be deemed to mean and include its executors, administrators,
successors and/or assigns) of the SECOND PART.

AND

LEVI STRAUSS (INDIA) PRIVATE LIMITED, a private limited company

incorporated under the provisions of the Companies Act, 1956 and having its
Registered Office at Raheja Plaza, 4th Floor, No. 17/1-1, Commisariat Road,
Bangalore 560025, represented herein by
Mr._________________________(Authorized Signatory), (hereinafter referred to
as the “LSIL” which expression shall unless repugnant to the context shall mean
and include its subsidiaries, affiliates, group companies, representatives,
successors and assigns) of the THIRD PART.

WHEREAS:

A. The Lessor has represented to the Lessee that the Lessor is sole and
absolute owner of all that piece and parcel of immovable property being
premises having a Carpet area of 1497 sq. ft. situated at Madan Bhavan,
10 Shanku Marg, FreeGunj, Ujjain, 456010, more fully described in
the Schedule hereunder and hereinafter referred to as “Schedule
Premises”;

B. The Lessee has requested the Lessor to lease the Schedule Premises and
the Lessor having agreed to grant such lease, has offered the same to the
Lessee by making the following representations:

i. That the Lessor is the sole and absolute holder of the Schedule
Premises and that none else have any right, title, interest or share
therein;

ii. That the Schedule Premises is free from all encumbrances,

attachments, Court or acquisition proceedings or charges of any
kind;

iii. That the Lessor has not entered into any agreement or arrangement
for lease or sale in respect of the Schedule Premises with any third
party;

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 iv. That there is no impediment, legal or otherwise, for letting out the
Schedule Premises;

v. That the Schedule Premises is capable of being used for carrying on

the Lessee’s business and commercial activities and all necessary
approval(s) have been obtained by the Lessor from all regulatory /
governmental authorities, and that they have obtained and shall at
all times keep in force, all requisite approvals relating to the
Schedule Premises and all portions thereof, for the intended use by
the Lessee, so as to ensure that the Lessee can enjoy peaceful
possession of the Schedule Premises without any let or hindrance
from any authority/ies or any other government or statutory bodies;
and

vi. That the Lessee, on paying the rent and abiding by the terms and
conditions of this Agreement, shall peacefully hold and enjoy the
Schedule Premises during the term of the lease and any extended
period thereof, without any interruption whatsoever, by or from the
Lessor or any person/s claiming under, through or in trust for the
Lessor.

C. Relying on the aforesaid representations and assurances of the Lessor, the

Lessee has agreed to take the Schedule Premises on lease on certain
terms and conditions; and

D. The Parties desire to enter into this Agreement to confirm and record grant
of the lease and the terms and conditions under which the Lessee shall
take the Schedule Premises on lease from the Lessor and other
understandings in connection therewith.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND

CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. GRANT OF LEASE

In consideration of the rents hereinafter reserved and agreed to be paid by

the Lessee to the Lessor as set out hereunder and Lessee being appointed
as duly constituted franchisee of LSIL, the Parties having agreed to comply
with the covenants and conditions mentioned herein, the Lessor hereby
grants BY WAY OF LEASE to the Lessee, the Schedule Premises, for a
period of 60 (Sixty) months (“Term”) commencing from the date of
commencement of rent as stated in clause 3.3 below (‘Commencement
Date’).

2. DURATION AND RENEWAL

Upon the expiry of the Term of Lease as described in Clause 1 above and
upon successful completion of the Lease period, as mentioned in clause 1,
the Lease Period shall stand extended, for further period of 48 months,
which period shall be contiguous period, after completion of the initial
period, and such extensions shall be subject to what is mentioned herein.

2.1 During the extended period of 48 months, there will be deemed increase
in the Lease Rent by 15% on the commencement of 13th month, over and
above the Lease Rent for the then immediate previous month.

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2.2 During the extended period, there will be no rent free period/fit out
period as also there will be no lock-in period during the extended period.
Extended period shall on similar terms and conditions what is contained in
the lease agreement herein save as enhanced Lease rent as stated herein
above. During the extended period, the status of the Leased premises shall
be on as it is existing on the commencement date of extended period,
since the premises shall be with the Lessee under the then pending Lease
period.

2.3 Further it is hereby agreed and clarified that upon such extension parties
hereto shall execute a fresh lease agreement and register the same as per
applicable provisions of law at that point in time. Further all expenses
pertaining to stamp duty payment and registration thereof shall be borne
in equal proportion by Lessee and Lessor herein

3. POSSESSION

3.1 The Lessor shall hand over physical vacant possession of the Schedule
Premises on the _______, 2008.

3.2 On the date of handover of possession of the Schedule Premises, the

Lessor shall ensure that the Ground Floor of the Schedule Premises is in
the state of one big hall, one small hall with two rooms therein

3.3 Upon receipt of possession of the Schedule Premises as specified in clause

3.1 above, the Lessor shall be entitled to 30(Thirty) days rent free
occupation of the Schedule Premises in order to enable the Lessee to
undertake improvements, interiors and fit outs to the Schedule Premises
to suit its business requirements. Accordingly the rent shall commence
only after 30 (thirty) days from the date possession is handed over to
LSIL, post rectification of snags, if any and completion of civil work etc
required to be carried out by the Lessor. Notwithstanding any other dates
agreed to under this LOI, the rent free period shall commence from such
date only when the Premises is in such state that fit-outs can commence.

3.4 Further if there is a delay of more than 7 days in handover of possession

of the premises to the Lessee by the Lessor, then every day of delay
beyond a week after the handover date assigned shall tantamount to two
days extension of rent free period. Accordingly the rent shall commence
from such extended date of completion of rent free period.

4. RENT

4.1 The monthly rent, including amenities charges (hereinafter referred to as

the ‘Rent’) payable in respect of the Schedule Premises by the Lessee to
the Lessor during the subsistence of the lease shall be Rs. 75,000/-
(Rupees Seventy Five Thousand only) per month, subject to tax deduction
at source as per the provisions of the Income Tax Act, 1961.

4.2 The Lessee shall be liable to pay Rent for the period commencing on expiry
of 30 (thirty) days from the date of handover of possession of the
Schedule Premises as stated in clause 3 above.

4.3 The Lessee shall pay the Rent to the Lessor by Cheque on or before the 7th
day of each month in advance, unless otherwise agreed to between the
Parties.

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4.4 The Rent shall stand escalated at the end of 36 (Thirty Six) months from
the Commencement Date by 15% (Fifteen percent) over the rent
previously paid upon renewal of the lease as specified in clause 2 above.

4.5 In the event the Rent is not paid in accordance with Clause 4.2 above, the
Lessee shall pay interest at the rate of 18% (Eighteen percent) per annum
on the amount due, calculated on a pro rata basis from the date when the
payment fell due till the date of actual payment.

5. SECURITY DEPOSIT

5.1 In consideration of the Lessor granting to the Lessee, lease of the

Schedule Premises in terms of this Agreement, the Lessee has paid a sum
of Rs. 450,000/- (Rupees Four Lac Fifty Thousand only) being 6 months
Rent for the Schedule Premises, by way of interest free refundable security
deposit (“Security Deposit”), in the following manner:

a. A sum of Rs. 75,000/- (Rupees Seventy Five Thousand only) vide

Cheque No. 788163 dated 02.08.2008 drawn on Punjab National Bank,
Shahpura Branch, Bhopal drawn in favour of the Lessor and the Lessor
hereby acknowledges receipt of the aforesaid amount and hereby
acquits and discharges the Lessee of the same.

b. A sum of Rs. 375,000/- (Rupees Three Lac Seventy Five Thousand

only) vide Cheque No. ______ dated ________ drawn on
____________bank, Bhopal drawn in favour of the Lessor and the
Lessor hereby acknowledges receipt of the aforesaid amount and
hereby acquits and discharges the Lessee of the same.

5.2 It is hereby agreed that the Security Deposit shall not carry any interest
whatsoever.

5.3 Upon the expiry of the Lease or its earlier termination thereof, (as the case
may be), the entire Security Deposit shall be refunded by the Lessor to the
Lessee, without any interest. Such refund of Security Deposit shall be
simultaneous with the delivery of possession of the Schedule Premises by
the Lessee to the Lessor, in the manner required under this Agreement.
The Lessor shall not be entitled to deduct from the Security Deposit, any
amount except rental arrears and electricity charges due and payable by
the Lessee, if any, and which remains unpaid as on the date of delivery of
possession of the Schedule Premises by the Lessee to the Lessor. Further
in the event of earlier termination of the lease deed, LSIL shall have the
first right of refusal on same terms and conditions as contained herein.
Further in the event of expiry of lease deed, the lease deed is not renewed
between lessor and lessee herein, LSIL shall have first right of refusal on
mutually agreed terms with the Lessor.

5.4 The Parties covenant with each other that until LSIL or its nominee /
franchisee enter into a fresh lease deed with the Lessor for the Schedule
Property, LSIL or its nominee / franchisee shall not be responsible for any
obligations in relation to the Schedule Property and the Lessee and Lessor
shall continue to be bound to each other.

5.5 In the event the Lessor fails to refund the entire Security Deposit as stated
above, the Lessee shall be entitled to retain possession and use of the
Schedule Premises pending refund of the Security Deposit, subject to
deductions, if any, as aforesaid without being liable for payment of Rent or
any other sum to the Lessor, and the Lessor shall pay to the Lessee
interest at the rate of 18% (Eighteen percent) per annum on the said
Security Deposit from the date when the same becomes payable till the
date of actual payment. The Lessee shall not be required to pay any Rent
for such period, until the Security Deposit is refunded to the Lessee,

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 simultaneous with the delivery of possession of the Schedule Premises by
the Lessee to the Lessor.

5.6 If the Lessor at any time during the term of the lease sells assigns and/or
otherwise transfers his rights in the Schedule Premises in favour of a third
party, the Lessee and LSIL shall be attorned as the Lessee of such
transferee or transferees (the “New Owner/s”) on the same terms and
conditions as are contained herein. An agreement shall be executed
between the Lessor, Lessee and the New Owner/s confirming that the
Lessor has paid and transferred the full Security Deposit to the New
Owner/s. Such New Owner/s shall thereafter be liable to the Lessee for the
refund of the Security Deposit, as per the terms of this Agreement.

6. COVENANTS, RIGHTS AND OBLIGATIONS OF THE LESSEE

6.1 Access to Schedule Premises

The employees, officers, clients, customers, invitees, suppliers, contractors

and visitors of all kind whatsoever, of the Lessee shall have free and
unimpaired access to the Schedule Premises at all times. The Lessee shall
be entitled to enjoy the Schedule Premises peacefully as a tenant, to use
the entrances, staircases, corridors, passages and other common spaces in
the building for the purpose of ingress to and egress from the Schedule
Premises.

6.2 Signage

The Lessee shall be entitled to display their signboards only on the rented
portion of ground floor of the Schedule Premises at the place and in the
manner as may be determined by the Lessee at its sole discretion. The
Lessor shall render assistance to the Lessee in securing all requisite
approval, permissions or sanctions for such signage (if such approvals,
permissions or sanctions, are required to display the above signage).

6.3 Telephone, Fax, Internet, Cable Lines

The Lessee shall have the right to apply for, obtain and install as many
telephone, fax, internet, cable lines, antenna, dish and other instruments
and devices in the Schedule Premises only on the rented portion, as they
may deem necessary for their business requirements in their own name
and at their own cost. The Lessee shall pay the charges pertaining to such
lines installed, directly to the appropriate authorities. The Lessee shall
have a right to remove the telephone, fax, Internet, cable lines, antenna,
dish and other instruments and devices so obtained by it on termination of
the lease.

6.4 Repairs and maintenance

The Lessee shall attend to all day to day minor routine repairs such as
fuses, leakage of taps, replacement of consumable parts etc. to the
Schedule Premises at its own cost, as are required to keep the Schedule
Premises in good and tenantable condition, but all major maintenance
activities as mentioned to be within the scope of Lessor’s covenants herein
below shall be carried out by the Lessor within a reasonable period of time.

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 Further in the event LSIL requires a tree / plantation to be removed from
the front of schedule premises, the same shall be removed subject to
provision of law, the by Lessor in accordance with provision of law
prevailing law at that point in time.

6.5 Architectural alterations / additions

Not Applicable
6.5.1 Lessee requires certain architectural alterations and additions to the
Schedule Premises like, but not limited to, removal of the balcony in the
first floor of the Schedule Premises and putting up of glass façade to suit
the business requirements of the Lessee. The cost and expenses incurred
in respect of such architectural alterations and additions shall be borne by
the Lessor.

6.6 Electricity and Water

The Lessee shall, during the tenure of the lease, bear and pay directly to
the concerned authorities, the charges for electricity and water consumed
by the Lessee at the Schedule Premises as per the separate meters
installed in respect thereof, and the sewerage charges relating to the
Schedule Premises as charged by the Concerned authorities.

6.7 Use of Schedule Premises & Return of Possession

6.7.1 The Schedule Premises shall be used only for the purpose of carrying on
the Lessee’s business i.e. running of retail store for selling products and
merchandise supplied by LSIL or its authorized representatives..

6.7.2 The Lessee shall be entitled to effect such additions or non-structural

alterations to the Schedule Premises as may be required, including but not
limited to improvements, interiors and fit outs to the Schedule Premises,
fixing or installing such devices, gadgets and equipment, furniture and
fixtures in the Schedule Premises as the Lessee may deem fit from time to
time for the purpose of carrying on its business and the Lessor shall render
all requisite assistance to the Lessee to secure any permission / sanction
that may be required therefor under any applicable law that may be in
force from time to time.

6.7.3 The Lessee shall deliver physical vacant possession of the Schedule
Premises to the Lessor at the expiry or earlier termination of this lease in
good order and condition, normal wear and tear excepted. Upon expiry or
earlier termination of the lease, the Lessee shall be entitled to remove all
property brought in by it on to the Schedule Premises.

6.8 Sub-leasing/letting Schedule Premises

In the event LSIL exercising its first right to refusal as contemplated

herein, LSIL shall have the right to sub-lease, sub-let or transfer the
leasehold interest in the Schedule Premises and part with possession in
respect of the whole or part thereof to any third party except as provided
herein.

Use of the Schedule Premises by the LSIL’s Affiliates shall not be deemed
to a sub-lease of the Schedule Premises or assignment of the lease for the
purposes of this clause. The LSIL may assign this Lease to or authorise the
use of the Schedule Premises by its Affiliate/s, group company/ies or any
other person for carrying on its retail business as may be appointed from
time to time.

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 In this clause, the expression Affiliate in relation to the LSIL shall mean
any entity, which controls, is controlled by, or is under the common control
of the Lessee. The term "control" for this purpose shall mean the beneficial
ownership directly or indirectly of more than 20% of the voting securities
of such entity or controlling the majority of the composition of the Board of
Directors or power to direct the management or policies of such entity by
contract or otherwise.

Lessee herein shall not have any right to sub-lease, sub-let or transfer the
leasehold interest in the Schedule Premises and part with possession in
respect of the whole or part thereof to any third party in any manner
whatsoever.

6.9 Inspection of Schedule Premises

The Lessee shall, after receiving at least 24 (Twenty Four) hours prior
notice in writing from the Lessor, permit the Lessor’s authorised
representative to enter upon the Schedule Premises at reasonable times
and during normal business hours, for inspecting the state and condition of
the Schedule Premises.

6.10 Restrictions on the Lessee

The Lessee shall observe the following covenants and be bound by the
following restrictions:

(a) The Lessee shall keep the Schedule Premises clean and usable and
shall maintain at their cost the Schedule Premises in a state of good
repair, normal wear and tear excepted.

(b) The Lessee shall not carry out any unlawful, illegal or dangerous
activity in the Schedule Premises

(c) The Lessee shall not store in the Schedule Premises goods or
merchandise of a hazardous, combustible or dangerous nature.

(d) The Lessee shall not cause nuisance, disturbance or noise so as to

inconvenience or disturb the neighbors and other occupants, if any,
of the Schedule Premises.

7. COVENANTS, RIGHTS AND OBLIGATIONS OF THE LESSOR

7.1 Title to Schedule Premises

The Lessor covenants that the Lessor has a valid title to the Schedule
Premises, and that the Lessor has good right, full power and absolute
authority to grant to the Lessee the Schedule Premises in the manner
herein appearing. The Lessor hereby agrees to indemnify and keep fully
indemnified the Lessee against any claims, losses or damages that the
Lessee may suffer arising out of any claims against the Lessor’s title or for
any other reason to the Schedule Premises or any interruption /
obstruction in the peaceful enjoyment of the Schedule Premises by the
Lessor or any person claiming through or under the Lessor or by any third
party.

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7.2 Peaceful Possession

The Lessee, on paying the Rent in the manner herein provided and on
observing and performing the covenants, conditions and stipulations
herein contained, shall have unimpeded use, complete and peaceful
enjoyment and occupation of the Schedule Premises during the period of
the lease at all hours without any let, obstruction, eviction, interruption
and/or disturbance, claim and demand whatsoever by the Lessor or any
person or persons lawfully or equitably claiming by, from, under or in trust
for the Lessor. The Lessor hereby agrees to indemnify and hold harmless
the Lessee against any claims, losses or damages that the Lessee may
suffer on account of disturbance or interruption for unimpeded use,
complete and peaceful enjoyment and occupation of the Schedule
Premises attributable to breach of any of the obligations of the Lessor.

7.3 Electricity

The Lessor shall provide and maintain during the subsistence of the lease
an operational electric power load of 25 KVA at the Schedule Premises for
the exclusive use of the Lessee.

7.4 Taxes & Outgoings

The Lessor shall bear and pay all municipal taxes, property taxes and
other taxes, levies, cesses, outgoings and charges payable in respect of
the Schedule Premises, and any increase / enhancement thereto, directly
to the concerned authorities.

7.5 Repairs

The Lessor shall, at their expense, carry out all major repairs and maintain
in good condition, the roof and walls of the Schedule Premises, and be
responsible for repairs relating to leakage of roof, damage to the walls,
bursting of water pipes or defective sewerage system in the Schedule
Premises. The Lessor shall give 48 (forty eight) hours notice to the Lessee
intimating the Lessee of the proposed repairs to be undertaken, and shall
have the repairs carried out so as to cause minimum obstruction or
disruption, if any, to the Lessee’s peaceful occupation and use of the
Schedule Premises.

7.6 Insurance

Throughout the term of this Agreement, the Lessee shall not be

responsible for insurance of the schedule premises. Lessee shall not be
responsible for any damage to the premises by reason of fire, accident,
strike, war or any other violence, floods, earthquake, or any act or
condition beyond the reasonable control of the Lessee. Lessee shall install
fire fighting equipment to as required to protect its merchandise, and
fixtures in the schedule premises.

8. TERMINATION OF LEASE

8.1 Unless otherwise terminated as provided herein, this Agreement shall be

effective from the date of execution hereof and any renewed term thereof
and continue in force for the term set forth in Clauses 1 and such renewed
term.

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8.2 Termination for cause:

8.2.1 The Lessee shall be entitled to terminate the lease granted in this
Agreement upon one months notice, if the Lessor defaults in the
performance of any of its obligations under this Agreement and such
default is not cured within 30 (Thirty) days after the receipt of a notice of
default issued by the Lessee.

8.2.2 The Lessor shall be entitled to terminate this Agreement if (a) the Lessee
defaults in payment of rent for a period of three (3) consecutive months
and the arrears so due are not paid with one (1) month of receipt of notice
in respect thereof; or (b) the Lessee commits a material breach of the
terms and conditions hereof which is not cured within 30 (Thirty) days of
receipt of notice in that regard. A ‘material breach’ for the purposes of this
clause shall be such a breach which endangers the safety and stability of
the Schedule Premises.

8.2.3 If the whole or any portion of the Schedule Premises shall, at any time, be
destroyed or damaged by a Force Majeure condition (as defined in Clause
10 below) event, so as to be rendered inaccessible or uninhabitable, the
Lessee shall have the right to terminate this Agreement with immediate
effect, without any cost or liability on account thereof.

8.2.4 The Lessee shall be entitled to terminate the lease during the Term of
Lease and renewals, if any, without any payment, forthwith upon the
happening of the following:

i. Peaceful possession and enjoyment of the Schedule Premises is

disturbed, interrupted or hampered in any manner whatsoever due
to any non-compliance with local land laws or other statutory
requirements/compliances or otherwise not having been maintained
during the term of the lease by the Lessor; or

ii. There is a defect in the Lessor’s title to the Schedule Premises;

iii. Any or all representations of the Lessor are found to be untrue /

incorrect;

8.3 Termination without cause

8.3.1 The Lessee shall not be entitled to terminate the lease before expiry of a
period of 12 (Twelve) months from the Commencement Date, except for
reasons stated in Clause 8.2 above (‘Lock-in Period’). In the event,
Lessee terminates this Agreement prior to completion of the Lock-in
Period, in such an event, Lessee shall be responsible for payment of Rent
for the balance unexpired period of the Lock in Period.

8.3.2 After expiry of the Lock-in Period, the Lessee shall be entitled, at any time
during the subsistence of the Lease or any renewed term thereof to
terminate the lease upon three (3) months prior notice to the Lessor or by
paying 3 months’ Rent in lieu thereof without assigning any reason
therefor.

8.3.3 The Lessor shall not be entitled to terminate the lease during the
subsistence of the lease or any renewed term thereof except for reasons
stated in clause 8.2

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8.4 Upon any termination of this Agreement, the Lessor shall refund to the
Lessee all unadjusted monies refundable by the Lessor to the Lessee in
accordance with the terms of this Agreement, and simultaneously, the
Lessee shall hand over physical vacant possession of the Schedule
Premises to the Lessor in good tenantable condition, subject to normal
wear and tear. Thereupon, the Lessor and Lessee shall be released from all
obligations and liabilities to the other occurring or arising after the date of
such termination, provided that no such termination will relieve either
Party from any liability arising under this Agreement occurring prior to
termination. Any provision of this Agreement, which is expressly or by
implication to continue in force after termination, shall continue in full
force and effect.

8.5 Upon any termination notice being served by Lessor or Lessee herein, a
copy of such termination notice same shall also be served on the LSIL.

8.6 In the event the Lease get terminated by Lessor or Lessee herein as
contemplated in clause 8 herein above, LSIL shall have the first right to
refusal of such lease on same terms and conditions as contained herein.

8.7 In the event LSIL decides to take the schedule premises directly on
Leasehold / Leave and License basis from the Lessor, in such an event
Lessee shall surrender his leasehold / licensed right in the schedule
premises in favour of LSIL without any demur and Lessor shall have no
objection to such surrender of Lessee’s rights in favour of LSIL. Further in
such an a fresh lease deed / License agreement shall be executed between
LSIL & Lessor on same terms and conditions for unexpired period of lease
and same shall be duly stamped and registered entirely at LSIL’s cost.

9. DISPUTE RESOLUTION

9.1 Except as otherwise specifically provided in this Agreement, the following

provisions apply if any dispute or difference arises between the Parties
arising out of or relating to this Agreement (The ‘Dispute’).

9.2 A Dispute will be deemed to arise when one Party serves on the other
Party a notice stating the nature of the Dispute (a ‘Notice of Dispute’).

9.3 The Parties hereto agree that they will use all reasonable efforts to resolve
between themselves, any Disputes through negotiations.

9.4 Any Disputes and differences whatsoever arising under or in connection

with this Agreement which could not be settled by Parties through
negotiations, after a period of seven (7) business days from the service of
the Notice of Dispute, shall be finally settled by arbitration in accordance
with the Arbitration and Conciliation Act, 1996 and any amendments
thereto and:

i. All proceedings shall be conducted in English and a daily transcript

in English shall be prepared;

ii. There shall be three (3) arbitrators, one to be selected by Lessor,

one to be selected by Lessee and the third to be selected by the
two arbitrators appointed by Lessor and Lessee, who shall serve as
Chairman of the Arbitration Panel;

iii. The venue of arbitration shall be in Bangalore, India; and

iv. The decision of the arbitrators shall be final and binding on the
Parties.

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10. FORCE MAJEURE

If the performance by either Party, of any of its obligations under this

Agreement is prevented, restricted or interfered with by reason of, fire,
accident, strike, war or other violence, any law, or regulation of any
government, or any act or condition whatsoever beyond the reasonable
control of such Party (each such event shall be called a “Force Majeure”
event), then such Party shall be excused from such performance to the
extent of such prevention, restriction or interference; and provided further
that such Party shall use reasonable efforts to avoid or remove such cause
of non-performance and shall continue performance hereunder whenever
such prevention, restriction or interference are removed. The Lessee shall
not be required to pay Rent or any portion thereof during the continuance
of the Force Majeure event, if such Force Majeure event renders the entire
Schedule Premises or a portion thereof unusable, until the Lessor repairs
or renders the Schedule Premises or a portion thereof, usable by the
Lessee in terms hereto.

11. INDEMNITY

Lessor and Lessee shall defend, indemnify, and hold harmless the other
from and against any claim, liability, demand, loss, damage, judgment or
other obligation or right of action, which may arise as a result of breach of
this Deed by such Party. In addition, the Lessor shall defend, indemnify,
and hold harmless the Lessee from and against any claim, liability,
demand, loss, damage, judgment or other obligation or right of action,
which may arise due to non-compliance with any statutory requirements,
defect in title, absence of any requisite sanctions, permits, permissions
and approvals relating to the Schedule Premises and all portions thereof,
for the intended use by the Lessee, so as to ensure that the Lessee can
enjoy peaceful possession of the Schedule Premises without any let or
hindrance from any authority/ies or any other government or statutory
bodies or misrepresentations of and by the Lessor.

12. NOTICES

12.1 Any notice or other information/document required or authorised by this

Agreement to be given shall be given in writing, in English and by:

a) Delivering it by hand (a written acknowledgement in receipt thereof

shall be sufficient evidence that the notice or other information has
been duly given); or

b) Sending it by a recognized courier or by registered post; or

to the relevant Parties at the addresses referred to in Clause 12.3 below.

12.2 Any notice or information given by post / courier in the manner provided
by Clause 12.1(b) which is not returned to the sender as undelivered shall
be deemed to have been given on the third day after the envelope
containing it was so posted. Proof that the envelope containing any such
notice or information was properly addressed, pre-paid, and
couriered/posted, and that it has not been returned to the sender, shall be
sufficient evidence that the notice or information has been duly given.

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12.3 The address and other details of the Parties for the purpose of
communication, unless otherwise notified in writing to the other Party shall
be the address referred to first above.

13. ATTORNMENT

In the event the Lessor decides to sell, assign, convey, transfer or

otherwise dispose of his right, title and interest in the Schedule Premises
during the subsistence of this lease, such sale, assignment, conveyance or
transfer in any manner of the Schedule Premises shall not affect the rights
of the Lessee & LSIL under this Agreement. The Lessor shall obtain
appropriate written documents from such transferee/s stating that they
shall step into the shoes of the Lessor, that they unconditionally agree to
the terms and conditions of this Agreement, and be responsible for refund
of the Security Deposit in terms hereof as stated above, and that they
shall ensure that the Lessee shall continue to use the Schedule Premises
during the remaining term of the lease and any renewed term thereof.

14. MISCELLANEOUS

14.1 This Agreement has been executed in three sets, the original being
retained by the Lessee, the duplicate by the Lessor and third copy being
retained by LSIL.

14.2 The stamp duty and registration charges payable in respect of this
Agreement shall be borne and paid for by the Lessee. Any other expenses
incurred while registering this agreement, have to be borne and paid by
the Lessee.

14.3 No part of this Agreement shall be amended, varied, substituted or

changed in any manner except by a written instrument duly signed by the
Parties to the agreement.

14.4 If any provision of this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision that is valid
and enforceable and most nearly gives effect to the original intent of the
invalid / unenforceable provision.

14.5 This Agreement constitutes the entire agreement and understanding of the
Parties in respect of this lease and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or
obligations between the Parties in respect hereof.

SCHEDULE PREMISES

All that piece and parcel of immovable property being commercial premises being
Madan Bhavan, 10 Shanku Marg, FreeGunj, Ujjain, 456010, bounded on the

North by: Gauri Shankar Jeweler’s;

South by: Charlie Shoeroom;
East by: Back side of Shri Ganga Restaurent; and
West by: 120 Ft Road ( New Tailor Shop).

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IN WITNESS WHEREOF THE LESSOR AND THE LESSEE HAVE AFFIXED
THEIR SIGNATURES TO THIS AGREEMENT ON THE DAY, MONTH AND
YEAR FIRST ABOVE MENTIONED IN THE PRESENCE OF THE FOLLOWING
WITNESSES:

LESSOR LESSEE LSIL

Mr. R.S. Dhanuka M/S DIDYMOUS TRADE Levi Strauss (India) Pvt.
LINKS PRIVATE LIMITED Ltd.
Signature: _______ Signature: _______ Signature:

Name: Name:

Designation:______ ________ Designation:______ ________

Witnesses:

1. 2.
______________________ ________________________
_____ ___
Signature: Signature:
______________________ ________________________
_____ ___
Name: Name:
______________________ ________________________
_____ ___
Address: Address:

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