AGREEMENT

This agreement entered into on this 8th day of August 2008 between the Andhra
Pradesh Mineral Development Corporation Limited, a Company incorporated under
Companies Act 1956 and having its Registered Office at “KHANIJADHARA” Pancom
Business Centre, 2nd Floor, 8-3-945, Ameerpet, Hyderabad – 500 073 represented by
its Vice Chairman & Mg. Director Sri V D Rajagopal (Tel: (040) 23733153, 23733154,
Fax: 040-23733152, email: apmdc@rediffmail.com, apmdcltd@yahoo.com ) referred
to as the “Corporation” which expression shall unless repugnant to the subject or
context mean and include its successors, assigns and representatives etc., on one
part, and

M/s Ashapura Minechem Ltd, a Company incorporated under Companies Act 1956
and having its Registered Office at Jeevan Udyog Building, 3rd Floor, 278, D N Road,
Fort, Mumbai – 400 001,Tel: 022-66651700 Fax: (022) 22079395, 22074452 email:
ashapura@vsnl.com represented by Shri. Ananda Rao Diwate, Works Manager S/o. D.
Ramaswamy aged about 39 years who is authorised to sign this contract hereinafter
called “Buyer” which expression shall mean include their successors, assigns and
representatives etc., on the other part,

Whereas the Corporation invited sealed tenders under tender No. M&S-
65/BAR-LT/08, dt. 21.06.2008 for sale of 1,50,000 MTs of B grade
Barytes Ore per annum with minimum 4.10 and below 4.20 Specific
Gravity, loose, on Ex-Mangampeta Barytes mine basis for a period of
three years for export purpose/captive consumption for Oil well drilling
in India and the Buyer submitted his offer dt. 07.07.08 for a quantity of
50,000 MTs per annum at Rs. 1,490 per MT. The Corporation accepted
the Buyers Offer and agreed to supply 50,000 MTs B grade Barytes Ore
per annum with minimum 4.10 and below 4.20 Specific Gravity on
average, loose on ex-Mangampeta Barytes mine basis for a period of 3
years under the above tender vide its letter No. M&S-65/BAR-
LT/08/1485, dt. 30.07.2008 and the Buyer agreed to purchase 50,000
MTs B grade Barytes Ore per annum as per the terms and conditions
below:

NOW IT IS MUTUALLY AGREED AND DECLARED BY AND

BETWEEN PARTIES HERETO AS FOLLOWS:
1. PURPOSE:

i. The Buyer agrees to buy B grade Barytes Ore and the Corporation agrees to
supply B grade Barytes Ore produced from its mines in Mangampeta village in
Kadapa District (AP) under this contract for export from India/captive
consumption for Oil well drilling in India and not for any other
consumption/use in India. The Buyer further undertakes that the ore
purchased from the Corporation will be exported by them/use for captive
consumption for oil well drilling in India and shall not sell the material to any
individual or company in India.

ii. The Barytes Ore offered for supplies by the Corporation to the Buyer under
this contract is meant for servicing the export contracts or orders with the
 foreign buyers/or for captive consumption in oil well drilling in India. The
Buyer however shall sign an MOU with the Corporation for each export order
or export contract furnishing the Corporation a copy of such export
order/contract.

2. PERIOD OF THE CONTRACT:

This contract will be in force for a period of three (3) years from
the date of this contract.

3. COMMODITY:

Indian Barytes Ore B Grade.

4. QUANTITY:

i. 50,000 MTs (Fifty thousand tonnes only) per annum subject to prior
commitments, availability of stocks, production and also ore requirements of
the Corporation for supplies of Barytes powder as well as for supplies to
Barium chemicals manufacturing units/local pulverising industries. The
Corporation reserved 40% of the production from the mine for supplies to
Barium chemical industries/local pulverising industries.

ii. The Corporation reserves the right to sell the surplus quantities in any month
as deemed fit. The decision of the Corporation is final and binding on the
Buyer.

iii. The Buyer agrees to buy a minimum of 4,167 MTs of B Grade Barytes Ore per
month.

iv. In the event the Corporation fails to supply:

a. The backlog will be carried forward in the succeeding month(s) within the
contract period or extended period, if any, under Force Majeure clause.
b. The Corporation has no obligation to supply the backlog, if any, at the
expiration of the contract period or extended period, if any, under Force
Majeure clause.

v. The Buyer shall not without express consent of the Corporation, purchase
Barytes Ore with 4.10 and below 4.20 Specific Gravity during the tenure of the
contract from any other source in India other than the Corporation until the
Buyer purchases the agreed quantities as per this contract from the
Corporation and unless the Corporation is not in a position to meet the
requirements of the Buyer as per the contract.

5. QUALITY:
 Barytes ore supplied by the Corporation shall be with minimum 4.10 sp.gr.
and below 4.20 sp.gr. on average for monthly drawal quantity.

6. SIZE:

i. The minimum size of the ore would be 25 mm and maximum would be 203
mm with 10% tolerance on either side.

ii. The Corporation at its discretion may ask the Buyer to make arrangements for
sizing of the ore in which case the Corporation will reimburse sizing charges at
Rs. 18.50/MT (Rupees Eighteen and paise fifty per tonne only) during the
period of the contract on dispatch quantities on certification by the
Mangampeta Barytes Project Office of the Corporation. The sized material
shall be lifted by the Buyer within 2 (two) days.

i. Any increase in sizing charges of the Barytes Ore shall be borne by the Buyer
only.

7. DETERMINATION OF QUALITY:

The quality as determined by the Corporation in its laboratory is final for all
intents and purposes. The Buyer has the option to be present while drawing
the samples from the lots and also during the analysis of samples at
Mangampet/Hyderabad. No dispute regarding quality will be entertained after
dispatch of the material.

8. DETERMINATION OF WEIGHT:

The weight as recorded on the lorry weighbridge of the

Corporation at Mangampet (v) in Kadapa District of Andhra
Pradesh will be final for all intents and purposes and binding on
the Buyer.
9. PRICE:

i. Rs. 1,490 per MT (Rupees One thousand four hundred and ninty only) loose on
ex-Mangampeta mine/plot on the basis of 4.15 sp.gr on average exclusive of
the royalty payable by the Buyer at actuals. The present royalty rate is 5.50%
of the sale price advalorem.

ii. The sale price is exclusive of Royalty and other statutory levies like Cess taxes
etc which shall be borne by the Buyer at actuals and also Rs. 10/MT (Rupees
ten only per tonne) towards infrastructure development of local areas. In the
event of imposition of fresh levies, duties, taxes etc. or modification/ revision
thereof by the State Government/Central Government from time to time, the
same shall be borne by the Buyer at actuals as and when made effective by
the respective authorities.
iii. The sale price is negotiable in the event of official Rupee devaluation, if any,
announced by the Government of India/RBI.

iv. The sale price of Rs. 1,490 per MT as above is valid for supplies for a period of
one year.

v. The Buyer agrees to increase the sale price by 5% over the 1st year price for
supplies in 2nd year period of the contract and agrees to increase the sale
price by 5% over the 2nd year price for supplies during the 3rd year period of
the contract.

vi. The Buyer agrees to pay sale price with an increase of 5% over the 3 rd year
price during the extended period under Force Majeure clause.

10. PREMIUM ON THE QUALITY:

The Buyer shall pay Rs. 17/MT (Rupees Seventeen per tonne only) per each
0.01 unit increase in specific gravity over and above 4.15 and below 4.20 on
average basis as per clause 5 above, fractions pro-rata. Similarly, the
Corporation would reduce the price by Rs. 10/ MT (Rupees ten only per tonne)
per each 0.01 unit decrease in SG below 4.15 upto 4.10, fractions pro rata.

11. PAYMENT:

The Buyer is required to pay 100% value of the cargo and Sales Tax amount in
advance for monthly drawal quantities or in lots of 5,000/10,000 MTs. The
Sales Tax amount remitted by the Buyer will be refunded soon after proper
documents as in clause 13.ii below are received by the Corporation to seek
Sales Tax exemption. Royalty and Cess as per the prevailing rates as
imposed from time to time by the Department of Mines & Geology shall be
payable. Beside Rs. 10/MT for infrastructure development of local areas which
will be spent exclusively for local area development by the Corporation shall
be paid at Mangampeta Barytes Project.

12. DELIVERY:

i. The Corporation will supply the material from 6 AM to 10 PM in accordance

with clause 4.iii above on Ex-Mangampeta Barytes mine/stockyard basis.
Deliveries during night times and on Sundays and holidays of Mangampeta
Barytes Project generally will not be permitted.

ii. The Corporation shall obtain royalty permits at the earliest possible on receipt
of the advance payments from the Buyer. All other documents connecting
with transportation and arrangements for transportation will be made by the
Buyer himself.

13. SALES TAX:

i. The sale price is exclusive of sale tax.

ii. As per clause 1, the Barytes Ore supplies by the Corporation to the Buyer is
for servicing the export contracts of the Buyer with the Overseas Buyers for
 export from India. Hence, no sale tax is chargeable on the quantities
exported by the Buyer. However the Buyer must furnish copies of the export
order(s) or contract(s) with foreign buyer, H form declaration supported by a
copy of the Bill of Lading evidencing the shipment within 45 days from the
date of the shipment. The Buyer shall obtain and submit Bill of Lading
exclusively for the quantities supplied by the Corporation. If in case Sales Tax
is still levied the Buyer shall pay the same to the Corporation within seven (7)
days from the date of receipt of notice issued by the Corporation summoning
for such payment of Sales Tax in the form of a crossed Demand Draft.

iii. In respect of supply of Barytes ore for captive consumption in oil well drilling
in India, the Sales Tax is payable at actuals and as applicable.

14. DISCLAIMER U/S 80 HHC OF IT ACT:

i. At present no benefits are extended under the IT Act.

ii. In case such benefits are available in future, the Buyer shall compensate the
same to the extent of Ex-mine sale value.

15. FAILURE TO SUPPLY ON ACCOUNT OF UNAVOIDABLE CAUSES:

In the event the Corporation fails to supply B grade Barytes Ore for
unavoidable causes, including the executive action, interference of
State/Central Government, the Corporation shall not be liable for any
loss/damages to the Buyer.

16. MINING WORK TO BE UNDERTAKEN:

The Buyers at their option in order of preference from H1 to H4 may

undertake the work of excavation and removal of Overburden and Barytes
ROM in its Barytes mine, if required by the Corporation, at the prevailing
rates, terms and conditions, period etc. of the mining contract to the extent of
quantities to be supplied/delivered under the supply agreements. In such an
event they should be able to deploy the required machinery and equipment
within 15 days from the date of acceptance of the offer by the Buyer. In such
case they have to follow all terms and conditions of the excavation contract
including payment of Performance Security Deposit etc.

17. FAILURE AND TERMINATION:

i. Time and purchase shall be the essence of the contract. If the buyer fails to
purchase and lift the material as per the mutually agreed delivery schedule or
at any time repudiates the contract before expiry of such period, the
Corporation without prejudice to any other right or remedy available to it
reserves the right:

a In the event where the performance in any six months period of the contract
(i.e., either 1st or 2nd half of the contract year) is below 60% of the target, the
 Corporation shall have the right to terminate the contract and forfeit
performance security deposit amount (including invocation PBG) to the extent
of non-performance by serving 15 days notice.

b. In the event where the Performance is 60% and below 90% of the target in any
contract year, the Corporation shall have the right to levy penalty at the rate
of 5% of the sale price for the entire balance quantity of such contract year.

c. In the event where performance is 90% and above of the target in any
contract year, the Corporation shall not levy any penalty and is considered as
satisfactory performance.

d. Notwithstanding the above, the Corporation will be at liberty to recover losses

incurred by the Corporation on disposal of the stocks at the risk and cost of
the Buyer.

ii. In case the Buyer does not adhere to the monthly delivery schedule
incorporated in the contract, his claim over the backlog quantities is subject to
availability of material/stock.

18. PERFORMANCE SECURITY DEPOSIT CUM PERFORMANCE BANK

GUARANTEE:

i. a. The Buyer submitted a Performance Security Deposit (PSD) amounting to Rs.

74,50,000/-(Rupees Seventy four lakhs and fifty thousands only) in the form of
Bank Guarantee No. 28/34 GTEC No. 01501PEBG080039, dt. 04.08.2008 valid
upto 22.02.2012 issued by Bank of India, Mumbai Overseas Branch, 70/80 M.
G. Road, Mezzanine Floor, Fort, Mumbai – 400 001. The Corporation shall
have the fullest liberty to exercise its right to enforce the said Performance
Bank Guarantee (PBG) for the purpose of this contract and binding on the
Buyer.

b. The PSD cum PBG shall not bear any interest. Any bank charges or
commission on account of furnishing the PBG shall be borne by the Buyer
only.

c. The PSD cum PBG as above will be returned to the Buyer by the Corporation
within 7 months from the date of expiry of the contract, on furnishing of an
“unconditional no claim certificate by the Buyer” and “no dues certificate”
issued by the General Manager, Mangampeta Barytes Project of the
Corporation.

ii. The Corporation reserves, the right to forfeit or adjust the amount recoverable
as penalty against the PSD cum PBG including invocation of PBG in
accordance with failure and termination clause (17) above. The decision of
the Corporation is binding on the Buyer.

iii. The Corporation also reserves the right to adjust any sum of Money due and
payable by the Buyer to the Corporation against PSD-cum-PBG in case the
Corporation is unable to recover the due amount from the Buyer. The
decision of the Corporation is binding on the Buyer.

19. TITLE AND RISK:

 The title with regard to cargo shall pass on to the Buyer when the Corporation received payment and
risk shall pass on to the Buyer when the cargo is delivered by the Corporation to the Buyer on ex-
mine/stockyard basis.

20. ASSIGNMENT AND SUBLETTING:

19
20 The assignment and subletting of the contract is not generally
permissible except with the written consent of the Corporation. The
Corporation would consider assignment or subletting between successful
bidders of the Corporation under the tender No. M&S-65/ BAR-LT/08, dt.
21.06.2008 from H1 to H4.

21. FORCE MAJEURE:

In the event of either party being rendered physically unable by force majeure to perform any
obligation required to be performed by them under the contract, the relative obligation of the party
affected by such force majeure shall be suspended for the period during which such causes actually
lasts.

The term “FORCE MAJEURE” shall mean acts of God, war, Civil riots/movements, fire directly affecting
contract, flood, mine inundation, earthquakes, hurricane, lockouts, strike, Civil war, compliance with
any statute or regulation of the Government.

Upon the occurrence of such causes, the party alleging that it has been rendered unable as aforesaid
thereby shall notify the other party in writing the beginning of the cause amounting to Force Majeure
as also the ending of the said causes by giving notice to the other party within a week of the
beginning and ending of the cause respectively.

Time for performance of the relative obligation suspended by Force Majeure shall then stand
extended by the period for which such cause lasts after completion of 3 year contract Period.

The Buyer agrees to pay sale price with an increase of 5% over the 3 rd year
price during the extended period under Force Majeure clause.

22. This Agreement is subject to result of the following Writ Petitions filed in
Hon’ble High Court of Andhra Pradesh Hyderabad by the parties mentioned
against each W.P.

W.P. No. Petitioner

1. 14734/2008 M/s Trimex Industries Ltd, Chennai

2. 14911/2008 M/s Gimpex Ltd, Chennai
3. 14912/2008 M/s Stone & Slates Pvt Ltd, Chennai
4. 14913/2008 M/s Mercury Granites Pvt Ltd, Chennai

23. RESOLUTION OF THE DISPUTES:

 All the questions, disputes, differences arising under, out of or in connection with the contract shall be
subject to exclusive jurisdiction of the Civil Court within the local limits of Hyderabad, Andhra Pradesh
where this contract is entered into.

In witness whereof Sri V D Rajagopal and Sri Ananda Rao Diwate have
setforth their hands on the day and year as mentioned above in
duplicate and retained one signed copy each in their possession.

FOR THE ANDHRA PRADESH MINERAL

DEVELOPMENT CORPORATION LIMITED

(V D RAJAGOPAL)
VC & Mg. Director

for M/s Ashapura Minechem Ltd

(Ananda Rao Diwate)

Works Manager

Witnesses:

1.

2.