AGREEMENT TO LEASE

THIS Agreement of LEASE made at Mumbai this ____ day of

_______________BETWEEN-------------------------------------------------------- having
its office_____________ ______________________________, hereinafter
called the Lessor (which expression shall unless repugnant to the context or
meaning thereof be deemed to include, the land lord and the respective
successors and assignees to the land, for the time being of the immovable
property hereinafter mentioned) of the First Part;

and

Reliance Infrastructure Limited (R Infra), (formerly Reliance Energy

Limited), a Company incorporated under the Indian Companies Act, 1913 and
having its Registered Office at H Block, 1st Floor, Dhirubhai Ambani Knowledge
City, Navi Mumbai-400710 and its address for correspondence at (Divisional
office) RNA Corporate Park, Old Kalamandir, Nr, New collectors office,
Bandra East, Mumbai-400051, hereinafter called the Lessee (which
expression shall unless repugnant to the context or meaning thereof be deemed
to include its successors and assigns) of the Second Part.

WHEREAS:
1. The Lessor is well seized and possessed of and is sufficiently entitled to
the land bearing S No------/CTS No ------- of village ---------,admeasuring about --
--Sq mtrs, more particularly described in the Schedule I hereunder written
(hereinafter referred to as the said Property);

2. The Lessor is redeveloping / developing the said Property and has

requested the Lessee to supply to their said redevelopment/development
sizeable electricity which the Lessee has agreed to do;
3. The Lessee requires a sub-station to be commissioned at the suitable
sites on the said Property and under the provisions of Development Control
Regulations (DCR) has requested for a space in the said Property for supplying
electricity to the Lessors said redevelopment/development;

4. The Lessor has agreed to lease to the Lessee a piece of land,

admeasuring about ______ Sq Mtrs, for construction, installation and operation
of an electric sub-station as required for a term of 99 years on the said
Property, with effect from the date of execution hereof.

5. The Lessor has agreed to obtain the necessary permissions to construct

the sub-station room/ RCC structure and a plinth for transformer as per the
specific requirement of the Lessee annexed here as Annexure A (Annexure A
approved /specified lay out and structure drawings of Lessee) and submit a copy
of every approval to the Lessee, (a copy of which is attached hereto as
Annexure B.

NOW THIS INDENTURE TO LEASE WITNESSETH AND IT IS HEREBY

AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS.

1. It is agreed between the parties that for the purpose of construction,

installation, operation and maintenance of a sub station, the Lessor shall
demise upon the Lessee, on lease basis a piece of land as per
requirement on the said Property, hereinafter referred to as the Demised
premises, more particularly described in the Schedule II hereunder
written and delineated in red coloured boundary lines on the plan thereof,
being drawing No.____ annexed, for a term of 99 years (ninety nine
years) or till the power supply is given through the installed sub-station,
whichever is later, commencing from date of execution, determinable as
hereinafter mentioned, yielding and paying therefor during the said terms
unto the Lessor, for the annual/ rent of Re.1/- each (Rupee One only)
payable in advance for the total lease period on the date of execution
hereof.
2. The Lessor shall immediately after execution of these presents put the
Lessee in vacant possession of the said Demised premises and allow
the Lessee to construct the sub-station structure for installation of the
sub-station as per the sanctioned plan by authority (Municipal
Corporation of Greater Mumbai (MCGM) / Mira Bhayander Municipal
Corporation (MBMC) / Any other concerned Authority (Slum
Rehabilitation Authority(SRA), Maharashtra Industrial Development
Corporation ( MIDC), Mumbai Metropolitan Region Development
Authority (MMRDA) or any other) on the Demised premises.

3. The Lessor shall obtain the necessary permissions as per the specific
requirement of the Lessee annexed here as Annexure A (Annexure A
approved /specified lay out and structure drawings of Lessee) and submit
a copy of every approval to the Lessee, (a copy of which is attached
hereto as Annexure B)

4. The Lessee shall install and commission an electric substation in the said
sub-station structure constructed on the said Demised premises and lay
electric supply lines and cables and place such works and fix or unfix any
fixtures and remove any fixtures already provided on the said Demised
premises without causing any structural damage to the said Property
and make use of the said Demised premises as necessarily required by
the Lessee for supplying electric power thereto/ there from to the Lessor,
nearby properties and in the surrounding areas.

5. The Lessee shall request and the Lessor and shall oblige and seek a sub-
meter for water supply at Lessees own cost and shall pay the bills for its
consumption to the concerned authority or lessor as the case may be.

6. The Lessor hereby covenant that the Lessee/s are entitled to quietly and
peaceably possess, use and enjoy the Demised premises and the sub-
station installed thereon, without any encumbrances and the Lessee/s,
 their agents, servants and employees / contractors and persons shall
have free and reasonable access and right of way, by way of a six meter
wide road, without creating any nuisance/disturbance to the lessors
activities, all throughout the day and night from the public road to the
Demised premises over and across the Lessors open land and property
surrounding the Demised premises as shown in yellow colour in the plan
hereto annexed, with or without cart, wagon, lorries and motor cars or
other vehicles laden or unladen as may be required by the Lessee and
the Lessee shall have a right to excavate, dig and lay underground pipes,
wires and cables in the open land surrounding the premises demised unto
the lessee as shown in green colour in the plan hereto, ( A Way Leave)
without any let or hindrance or obstacle by the Lessors or by any person
in trust for the Lessors. and that the Lessee shall remove the debris and
restore to normalcy after the work is complete. Further the said way
leave/access is kept free of any permanent/temporary
structures/impediments, hurdles being flower beds, plants, security cabins
etc

7. In case of acquisition of the said Demised premises or any portion thereof

by any authority, the Lessee shall have the option of relinquishing and
determining this lease and handing over possession of the said Demised
premises with previous notice to the Lessors, to the authority acquiring
the said masonry structures or any portion thereof. And the Lessor shall
give an alternate place in the said Property to shift the installed sub-
station at its cost.

8. The Lessor is aware that the installed sub-station is essential to give power
supply to the proposed development of the Lessor and it cannot be
removed nor demolished; it can only be shifted within the said Property at
the cost and consequences of the lessor or its successor.

9. All major repairs to the Demised premises shall be carried out by the
Lessee and the Lessee shall keep the Demised premises in good and
tenantable condition at its own cost.
10. The Lessor is aware that any delay or failure on his/its part may lead to
delay in installation of the sub-station and non availability of power
supply in time and that the Lessee would not be responsible for that. And
if the Demised premises are not handed over within time as agreed for
any reason whatsoever, the Lessee shall enter in the said Property and
disconnect the supply released to meters within the said Property until the
Demised premises are handed over and allowed to be commissioned by
the lessee.

11. The Lessee shall maintain the Demised premises and shall pay all the
Municipal and Government taxes and assessments and other charges
exclusively in respect of the said leased sub-station site/ structure/
premises which are exclusively possessed by the Lessee, as and when
the said taxes are payable and shall pay any increase / change in such
taxes or charges thereof.

12. If the Lessee intends to install / put up any Additional Transformer in the
open space which is in possession of the Lessor, in that event the Lessee
shall have to take prior written permission from the Lessor.

13. All the cost incidental to this lease agreement including the cost of stamp
duty and registration shall be borne by the Lessee. Further the Lessee is
not entitled to demand sub division of the demised premises nor
shall consume or utilize floor space index, development rights and
developable potential. The sub-station space is given under the
Development Control Rules for Greater Mumbai/ MBMC and the area
consumed therefore is free of consumable FSI.

14. All the parties agree that the period of lease shall stand extended for a
further period till the said respective premises are supplied electricity
through the installed sub-station on the same terms and conditions as
herein contained except the additional terms for renewal.
15. The Lessee shall, for their own use be entitled to put any signage, placard
or antennas on the above leased structure as and when necessary for the
purpose of supplying electricity.

16. The Lessor represent that they are in physical possession of the Demised
premises and no other person whether as tenant or otherwise is in
occupation of the Demised premises. And if the Lessee finds otherwise
then the Lessor shall remove such person and clear the Demised
premises at its own cost and consequences and further seek permissions
from the authority if any necessary.

17. The Lessor represent that no other plans except the plans for construction
and development of the proposed/existing building on the said Property (
a copy of which is submitted to the Lessee), have been submitted to the
Municipal Corporation or other authorities.

18. This lease agreement shall be binding on the Parties, their legal heirs,
executors, administrators, successors, assigns, partners, Mahant,
manager, trustee/s, official liquidator, Court Receiver, owners and owners
for the time being of the immovable property. The Lessor further agrees
and confirms that if / as and when the ownership of the said Property is
transferred to any person or body corporate including Co-operative
Society/Association/Company/Condominium of Owners or, if any body
looking after maintenance and management of the said Property is
formed, such transfer or appointment will be subject to the rights of the
Lessee on the demised premises and the terms of this agreement will be
binding on such person or body as if it was a party to this Agreement .
The Lessor will include suitable provisions to this effect in the documents
of transfer or engagement and provide a copy thereof to the Lessee.

-
IN WITNESS WHEREOF THE Parties have hereto set and subscribed their
respective hands to this agreement the day and year first hereinabove written.
 SCHEDULE I OF SAID RESPECTIVE PROPERTY

ALL THAT piece and parcel of land or ground admeasuring _________ sq.
meters, bearing Survey No ---, Hissa No ---,CTS Nos.____ of village,
_________, Taluka -------- , in the Registration Sub-District of Mumbai / Mumbai
Suburban / Thane District and bounded as follows;
On or Towards North By -----------------------On or Towards South By -------------------

On or Towards East By ------------------- On or Towards West By ---------------------

THE SCHEDULE II
ALL THAT piece and parcel of land or ground admeasuring ________ sq. meters
or thereabouts, situated as above, in the Registration Sub-District of Mumbai,
Mumbai Suburban / Thane District and shown delineated on the plan thereof by a
red coloured boundary line.

Signed, Sealed and Delivered by

the withinnamed Lessor _________

in the presence of :
(1)

(2)

Signed, Sealed and Delivered by

the within named Lessee for and on behalf of
Reliance Infrastructure Limited
--------------------- as its Constituted Attorney
In the presence of :

(1)

(2)
 Annexures
Annexure A

Specifications and approval of location and structural plans of R Infra

Technical Works/Compliances

The Lessor will Complete the works mentioned herein before handing over
possession of the said demised premises to the Lessee:-

1. Vacant Possession of demised premises as per the sanctioned plans

2. The Lessor to provide Underground cable Trenches ( ____ meter length
x_____ meter Width x _____meter Depth) as specified in the Way leave
drawing and in line with the Lessees requirement at the cost of the
Lessor.
3. In case the way leave given up to the demised premises is going
through podium on the said plot , then the Lessor shall design and
strengthen the podium slab capable of handling load of about 75 tonnes
(as this is combined approximate weight of Power Transformers and the
trailer carrying the said transformer to demised premises). The Lessor
undertakes to submit the written confirmation to that effect from their RCC
consultant before handing over the plot to the Lessee.
4. The Lessor shall provide photocopies of the Title Documents as
demanded by the Lessee being recent PR Card, ULC NOC or Affidavit of
the Lessor to that effect, Certified copies of the Plans, IOD/CC/OC.
5. NOC of CFO, Tree Authority, Railway, Airport Authority if required, Nalla
remarks if applicable.
6. The Lessor to make arrangements for requisite number of Earthing Pits
as per standard requirement/ specifications given by the Lessee for that
purpose.

Annexure B

List of Documents Submitted (approvals/permissions/NOCs):

Sanctioned lay out plans and Structural plans (IOD/CC) by MCGM/MBMC
Occupation Certificate
Any other Permissions: Tree Authority, Railways, Fire Brigade, Environmental /Pollution
Control Board, Airport Authority, D P remarks etc

Annexure D

(Indemnity and Way Leave plans)

 RECEIPT

RECEIVED OF AND FROM the withinnamed Lessee (RELIANCE

INFRASTRUCTURE LIMITED) the sum of Rs. 99/- (Rupees ninety nine only) by
cheque /demand draft /cash being the total payment of nominal rent for the
leased period to be paid by them to me on execution of these presents.

Rs. 99/-
WE SAY RECEIVED

(Lessor )

WITNESS :

1. .

2. .