MEMORANDUM OF UNDERSTANDING

This MOU is made and executed at Nagpur on this ________ day of JULY, 2013 between: 1] M/s FLEX MINERALS (Proprietor) SAJID KHAN At 117, Prashant Nagar, Katol Road, Nagpur 440 013 (M.S.)

(hereinafter called and referred to as the LESSEE, which expression shall, unless repugnant to the context or meaning thereof, always mean and include the said LESSEE, as well as his heirs, legal representatives, executors, administrators, assignees etc Party No. 1 of the First Part). AND 2] M/s METRO MININIG CORPORATION, through its partners (a) Smt. LIPIKA W/O ANUP GHOSH and (b) Shri YOGESH s/o. MOHANDAS GANGWANI, AT Block No. 03, Tourist Inn Plaza, Opposite Janki Cinema, Sitabuldi, Nagpur.

(hereinafter referred to and called as the ASSIGNEE which expression shall, unless repugnant to the context or meaning thereof, always mean and include the said ASSIGNEE, as well as its partners, their heirs, legal representatives, executors, administrators and assignees PARTY No. 2 of the SECOND PART.) WHEREAS, vide INDENTURE dated 12.02.2013, the Government of Madhya Pradesh has granted to the LESSEE a mining lease for QUARTZ and QUARTZITE in respect of the revenue lands at Khasara No. 239, S. No. 291, P. H. No. 28, admeasuring 90.067 Hectares at Village : Bhivdoni, Tahsil Sausar, District Chhindwara. The said lease is granted for a period of 30 years from 12.02.2013. (Hereinafter called and referred to as the Said Property.) Registration of New Partnership Firm with Registrar of Firms, Under Section 58, Indian Partnership Act, 1932 (Hereinafter called and referred to as the Firm.) AND WHEREAS, the LESSEE is having legal and marketable right over the said property to deal in any manner. The LESSEE has assured the ASSIGNEE that there is every possibility of extraction of Manganese etc. from the said property which is a revenue land. AND WHEREAS, the parties hereto had due deliberations and discussions and in consequence thereof they have arrived at and agreed upon certain terms and conditions. However it is desirable to reduce the terms and conditions so settled and agreed into writing as under:

NOW THEREFORE THIS AGREEMENT OF ASSIGNMENT AND TRANSFER WITNESSTH AS UNDER: 1] That, for and against the total valuable consideration fixed at Rs. 36,00,00,000/- (Rs. Thirty Six Crore Only) the LESSEE has agreed to: i) Obtain the necessary and required documents like Environmental Clearance (E.C.), Mine Conversion Certificate for grant of permission to extract MANGANESE in addition of QUARTZ and any other certificate. ii) Transfer of Said Property to Firm after taking permission from MP state Govt. for entering lease into partnership. iii) Transfer of 80% of Partnership to ASSIGNEE of Firm after receiving total sum of Rs. 36 Crore (Rs. Thirty six Crore only). iv) Reconstitution of said Firm by induction of the Party No 2 and/or nominee(s) after receiving total sum of Rs. 6 Crore (Rs. Six Crore) as per pro rata basis. v) Time to time, LESSEE shall execute and register such document in favor of the ASSIGNEE as may be deemed necessary for the smooth operation of the mining project. 2] In consideration of the performance and observance of the covenants of the LESSEE herein in respect of the Said Property, the ASSIGNEE shall pay Rs. 36, 00, 00,000/- (Rs. Thirty Six Crore Only). As per below mention schedule of payment of consideration. Schedule of Payment of Consideration: i) That, the ASSIGNEE has agreed to pay Rs 1 Crore (Rs. 1 Crore) within 15 days at time of signing of this MOU by cheque No Dated.. ii) That, the ASSIGNEE has further agreed to pay Rs. 5, 00, 00,000 (Rs. Five Crore) after getting all permissions of extraction of Manganese. iii) That, the ASSIGNEE has further agreed to pay Rs. 6 Crore (Rs. Six Crore) after every 7 month thereafter for five times. (i.e. total Rs. 30 Crore) 4] The parties have further agreed that the said amount of Rs. 36 Crore shall be paid by the ASSIGNEE to the LESSEE after the extraction and sale of Manganese to the extent of One Lakh Metric Ton. (is the condition of sale of 1 lakh metric ton acceptable, It seems contrary to the break up of amount to be received in clause 3)

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That, the parties have also agreed that if in case the LESSEE is unable to obtain the documents of Environmental Clearance, Conversion of Quartz to Manganese, assignment to ASSIGNEE etc. within a period of 8 months from today,( from the date of signing not TODAYtoday can be any day as in right now as I read this doc) he shall be granted grace period of four months ( insert that notice of grace period to be given by the Assignee to the Lessee) and after that LESSEE will Refund total amount paid by the ASSIGNEE from the starting month.(check if the time frame is agreeable) If even after the expiry of the grace period of 4 months, the said documents are not obtained, the ASSIGNEE may cancel this agreement and in that case the LESSEE shall immediately return the advance amount whichever paid by the ASSIGNEE. If the ASSIGNEE is failedfails to fulfill any payment obligation which which has been mentioned in Para [3] Schedule of Payment of Consideration this MOU will be Null and Void and amount paid by ASSIGNEE will be adjusted in said Firm on pro rata basis. That, the LESSEE further states that he has done no act whereby he is debarred from transferring the said property to the New Firm. The LESSEE further does hereby declare that the said property is not the subject matter of any legal dispute, attachment or any notice of any kind whatsoever. He has not entered into any transaction with any person in the past. That, the property in question has been taken to be correctly described in the schedule and in case there is any error found in description of property in question the same shall not annul this transaction, but all such error or omissions will always be subject to correction by the parties hereto, if required. IN WITNESS WHEREOF THIS AGREEMENT is signed, sealed and delivered by the within named parties hereto at Nagpur in the presence of the following attesting witnesses signing as such on the day, month and year first above mentioned.

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[LESSEE]
WITNESSES: 1. 2.

[ASSIGNEE]