10.1

Except as provided in Article XIII, BSES shall not transfer any part of 51% shares held by BSES in COMPANY or given any notice for such transfer as mentioned herein below for a period of five (5) years from the date of this Shareholders Agreement. The transfer of shares of shares shall include the transfer or other disposal of shares or any interest or right in or arising from a share including a renunciation of rights. BSES shall after a period of five years be entitled to transfer any or all the shares to any person after giving Holding Company the option of first refusal. Holding Company shall be entitled to purchase the shares in COMPANY offered for sale by BSES, the price for the transfer of shares to be determined in the manner specified in Article 10.4.

10.2

Holding Company shall be entitled to avail the assignment rights provided for Holding Company under Article XIII. Subject to the above, Holding Company shall after a period of three years be entitled to transfer any of all the shares to any person after giving BSES the option of first refusal. The price for transfer of shares shall be determined in the manner specified in Article 10.4. Holding Company shall cause the purchaser of the shares to undertake to comply with this Agreement as a condition of transfer.

10.3

Subject to Clauses 10.1 and 10.2, BSES or the Holding Company, as the case may be, seeking to transfer the share shall given written notice of its intention to the other party and shall allow the other party 30 days time for exercise of option to purchase the Shares.

10.4

In the event either Holding Company or BSES exercise the option to transfer shares under Article 10 the following shall apply:

(a)

The Selling Party shall offer the price at which it is willing to sell the shares held by it in COMPANY and if the price offered by the Selling Party is acceptable to the Purchasing Party the shares shall be sold and transferred at the said price.

(b)

If the price offered by the selling party is not acceptable to the Purchasing Party, the Selling Party shall have the right to sell the shares to any third party/parties at a price which is not lower than or equal to the price to the price offered to the Purchasing Party

10.5

Save as provided in Article XII, in the event BSES or the Holding Company (Seller) desires to transfer the shares held by the Seller in the COMPANY to any third party after the respective lock in periods from the commencement of this Shareholder Agreement, the Other Party (Holding Company or BSES as the case may be) shall have the option to be exercise within 30 days of being notified to require seller to also sell the shares held by the Other Party or any part thereof on the same terms and conditions as available to the Seller and the Seller shall duly comply with the same and arrange for the sale of such shares offered by other Party along with its shares.

10.6

Any third party who acquires 10 % or more shares ands desires a seat on the Board of Directors, shall be required to abide by this Shareholders Agreement.