THIS AGREEMENT (hereinafter referred to as the "Agreement") made and executed at ___ this ___day of___2001, by and between [Company Name and address] (hereinafter referred to as the "HIRLOSKAR", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART AND AB having his office at ____ (hereinafter referred to as the "AB", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART.

WHEREAS, the parties hereto acknowledge that HIRLOSKAR desires to engaged in certain discussions with AB in order to evaluate a possible business relationship (any such transaction, the "Transaction"), and HIRLOSKAR has requested that AB furnish it with certain information relating to AB that is non-public, confidential, or proprietary in nature.

NOW THEREFORE, as a conditions to, and consideration of AB engaging in further discussions with HIRLOSKAR and providing HIRLOSKAR with certain Information (as written below), HIRLOSKAR acknowledges and agrees as follows 

1. Information Covered by this Agreement. All information (whether written, oral, electronic, or otherwise) furnished by AB or its Representatives (as defined below) to HIRLOSKAR or its Representatives and all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and materials in whatever form maintained, whether prepared by HIRLOSKAR, its Representatives, or others, which contain or reflect, or are generated from, any such information or which reflect HIRLOSKAR's or its Representative's review of, or HIRLOSKAR's interest in, the Transaction is hereinafter referred to as the "Information", provided that the term "Information" will not include information that (I) is or becomes publicly available (other than as a result of any disclosure by HIRLOSKAR of its Representatives that it is not permitted under this agreement), (ii) is or becomes available to HIRLOSKAR on a non-confidential basis from a source (other than AB or any of its Representatives) that, to the best of HIRLOSKAR's knowledge, is not prohibited from disclosing such information to the HIRLOSKAR by a legal, contractual, fiduciary or other obligations to AB, or (iii) is known to HIRLOSKAR prior to disclosure by AB or any of its Representatives without violation of duty of law. 

2. Confidentiality of Information. HIRLOSKAR and its Representatives (i) will keep the information strictly confidential and will not (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 4 below), without AB's prior written consent, disclose to any person or entity any Information in any manner whatsoever and (ii) will not use any Information in any manner (whether for itself, any other person or entity, or otherwise) other than solely in connection with its consideration of the transaction. HIRLOSKAR further agrees to disclose the Information only to its Representatives (a) who need to know the Information solely for the purpose of evaluating the transaction and (b) who are informed by HIRLOSKAR of the confidential nature of the Information and the fact that use of the Information is governed by this Agreement. HIRLOSKAR to cause its Representatives to observe the terms of this Agreement and will be responsible for any breach of this Agreement by any of its Representatives. In addition, HIRLOSKAR and its Representatives shall take all necessary actions and precautions to prevent the disclosure, use, copying, duplicating, or reproducing of any Information, as well as any information the disclosure of which is limited by the provisions of paragraph 3 below in any manner contrary to the provisions of this Agreement.

3. Confidentiality of transaction and transaction status. Without the prior written consent of AB, neither HIRLOSKAR nor its Representatives will (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 4 below) disclose to any person or entity (other than any person or entity considering participating in the transaction with the HIRLOSKAR) any information regarding a possible transaction or information relating in any way to the information, including, without limitation, (I) any investigations, discussions, or negotiations are taking or have taken place concerning a possible transaction, including the status thereof or the termination of discussion or negotiations with AB, (ii) any of the terms, conditions or other facts with respect to any such possible transaction or its consideration of possible transaction, or (ii) that this agreement exists or that information exists or has been requested or made available. 

4. Mandatory Request from Third Parties for Information. In the event that HIRLOSKAR or any of its Representatives are legally required to disclose any of the information or any information the disclosure of which is limited by the provisions of paragraph 3 above (collectively, the "Compelled Information"), HIRLOSKAR will notify AB promptly in writing of the terms and circumstances surrounding such required disclosure. HIRLOSKAR and its Representatives agrees not to oppose any action by AB to obtain a protective order or other appropriate remedy and shall co-operate fully with AB, at AB's expense, in connection therewith. In the event that such protective order or other remedy is obtained, HIRLOSKAR and its Representatives will furnish only that portion of the compelled information that HIRLOSKAR is advised by counsel is legally required and will use its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such compelled information. 

5. No obligation to consummate Transaction. Both the parties acknowledge and agrees that neither of the parties have made any firm decision to pursue any transaction with the other and agree that both the parties will have the right at its sole discretion without giving any reason therefore at any time to terminate discussion concerning a possible transaction to elect not to pursue such transaction or to pursue transaction with the third party without the involvement of the other.

6 Not to Disclose. It is mutually agreed between the parties that AB will not disclose to any third parties, the fact of the discussions with the HIRLOSKAR or any possible transaction with the HIRLOSKAR to any third parties except to such parties as authorized by and / or in consultation with the HIRLOSKAR. It is however, agreed that disclosure of the said information to AB's attorneys and its authorized representatives for the purpose of implementation of the decision, if any to transact with the HIRLOSKAR shall be treated as authorized disclosure.

7. No Representations as to the Accuracy of the Information. HIRLOSKAR and its Representatives acknowledge that neither AB nor any of its Representatives make any express or implied representation or warranty as to the accuracy or completeness of the information. In addition, neither AB nor any of its Representatives shall have any liability to HIRLOSKAR or any other person in connection with the use of the information. 

8. Return of Information. Upon the request of AB, HIRLOSKAR shall return or destroy any information in its possession of the possession of any of its Representatives. To the extent that such information is destroyed, HIRLOSKAR shall certify such destruction in writing.

9. Miscellaneous Provisions. No failure or delay in exercising any right, power of privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other of further exercise thereof or exercise of any right, power or privilege hereunder. This agreement contains the entire agreement between the HIRLOSKAR and AB concerning the subject matter hereof and supercedes all previous agreements written or oral, relating to the subject matter hereof. No modifications of or changes to this agreement of waiver of the terms and conditions hereof will be binding upon the parties hereto, unless approved in writing and signed by each of the parties hereto. This agreement may be executed in counter parts, each of which shall be deemed to be any original, but both of which shall constitute the same agreement. This agreement will be governed by and construed in accordance with the laws of the India .

                                                                                 M/s. HIRLOSKAR 

                                                                                  By _________________________
                                                                                  Name : 
                                                                                  Title :

                                                                                   M/s. AB

                                                                                    By ________________________
                                                                                    Name : 
                                                                                    Title :