SHARE SUBSCRIPTION CUM PURCHASE AGREEMENT

A.

The Company is inter alia engaged in the business of execution of civil engineering projects and specialises in road and highway projects (the “Business” );

B.

The Investor is currently engaged in making investments in India especially in sectors such as power, infrastructure, etc. and wishes to make a foray into the Business;

C.

The Company has, at the date of this Agreement, an authorised share capital of INR 20,00,00,000 consisting of 2,00,00,000 equity shares of par value INR 10 each (each, an “ Equity Share ”). As of date 1,10,63,727 Equity Shares have been issued and are held by the persons in the number and proportion as set out in Schedule 2 ;

D.

The Promoters are the existing shareholders of the Company as indicated in Annexure 1 , and are the legal and beneficial owners of 2,212,745 Equity Shares as set forth in Annexure 1 (the “ Sale Shares ”). The Investor wishes to acquire the Sale Shares of the Company from the Promoters;

E.

The Promoters have further requested the Investor and the Investor proposes to invest in the Company in accordance with the terms and subject to the conditions of this Agreement;

F.

The subscription to the fresh Equity Shares shall be in accordance with the terms and subject to the conditions of this Agreement and the number of fresh Equity Shares

shall be such, that post acquisition of Sale Shares and subscription of fresh Equity Shares of the Company, the Investor is the direct and legal owner of upto 57 % of the total issued and paid up equity share capital of the Company.

G.

The Parties hereto wish to record in the manner herein mentioned the terms and conditions on which the Investor shall acquire and the Promoters shall sell the Sale Shares of the Company to the Investor and the Investor shall subscribe to the Equity Shares of the Company.

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement, the following terms, to the extent not inconsistent with the context thereof or otherwise defined herein, shall have the following meanings assigned to them herein below:

(c)

‘Agreement’ shall mean this Share Purchase Agreement together with the annexures thereto as from time to time made, amended, supplemented or replaced or otherwise modified in accordance with the terms of this Agreement.

(d)

“Applicable Law” shall mean any Indian statute, law, ordinance, regulation, rule, order, bye law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument which has a force of law in India applicable to any Party, as is in force from time to time.

(e)

‘Authorised Dealer’ shall mean State Bank of Mysore.

(f)

‘Audited Accounts’ means, the Company’s audited accounts as at March 31, 2006 for the financial year ended March 31, 2006.

(g)

‘Board’ shall mean the board of directors of the Company.

(h)

‘Claim’ includes any notice, demand, assessment, letter or other document issued or action taken by any tax, fiscal or other statutory or governmental

authority, body or official whatsoever (whether of India or elsewhere in the world) whereby the Company is or may be placed or sought to be placed under a liability to make a payment or deprived of any relief, allowance, credit or repayment otherwise available.

(i)

“Control” in relation to an entity, shall mean any of: (i) the legal or beneficial ownership directly or indirectly of more than 50 % of the voting securities of such entity or; (ii) controlling the majority of the composition of the board of directors or; (iii) power to direct the management or policies of such entity by contract or otherwise. The terms “Controlling” and “Controlled” shall be construed accordingly.

(j)

‘Completion’ shall mean completion of the events specified in Clause 5.3 below and the Investor being registered as a member in respect of the Sale Shares and the Subscription Shares in the register of members of Company.

(k)

‘Completion Date’ shall mean date mentioned in Clause 5.3 hereof.

(l)

‘Conditions Precedent’ shall mean the conditions precedent mentioned in Clause 4 of this Agreement.

(m)

‘DRHP’ shall mean the draft red herring prospectus filed by the Company with Securities Exchange Board of India, The Stock Exchange, Mumbai and the National Stock Exchange of India Ltd. pursuant to its program for fund raising through Initial Public Offerings of Equity Shares and initialled by the Parties for the purpose of identification.

(n)

‘Encumbrances’ means any encumbrance, lien, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention or non-disposal agreement or other restriction of a similar kind, and all other easements, encroachments and title defects of every type and nature, or any conditional sale contract, title, retention contract, or other contract to give or to refrain from giving any of the foregoing.

(o)

‘INR’ means the lawful currency of India.

(p)

“IPO or Initial Public Offering” shall mean the initial public offering of Equity Shares or other securities (including depository receipts) in a recognized stock exchange in India or overseas and the consequent listing of the Equity Shares or other securities on such recognized stock exchange in India or overseas.

(q)

‘Key Employees’ shall mean the Managing Director and the Executive Director of the Company.

(r)

‘Liabilities’ means any and all current liabilities, obligations, payables, forms of taxation whether of India or elsewhere in the world, past, present and deferred (including, without limitation, income tax, stamp duty, customs and other import or export duties) and all other statutory or governmental impositions, duties and levies and all penalties, charges, costs and interest relating to any Claim.

(s)

‘Party’ shall mean the Investor, the Promoters or the Company referred to individually and ‘Parties’ shall mean the Investor, the Promoters and the Company referred to collectively.

(t)

‘Person’ shall include an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company or other entity or organisation, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.

(u)

‘Representations and Warranties’ shall mean the representations and warranties given by the Company and/or the Promoters in this Agreement, in particular Clause 13 hereto.

(v)

‘Sale Shares’ shall mean 2,212,746 Shares held by the Promoters, free of all Encumbrances, bearing the distinctive numbers and respective share numbers as specified in Annexure I hereto representing 20 percent of the total issued and paid up share capital of the Company as of date.

(w)

‘Shares’ or “ Equity Shares ” shall mean the equity shares of Company.

(x)

‘Shareholder’ or ‘Shareholders’ shall mean any Person who holds any Shares.

(y)

‘Warrantors’ means the Company and the Promoters and ‘Warrantor’ means any one of them.

1.2

Other Defined Terms:

1.3

Interpretation

1.5.1

The terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meaning ascribed to it under the relevant statute/legislation.

1.5.2

All references in this Agreement to statutory provisions shall be construed as meaning and including references to:

1.5.3

Words denoting the singular shall include the plural and words denoting any gender shall include all genders.

1.5.4

Headings to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the Schedules and shall be ignored in construing the same.

1.5.5

References to recitals, clauses or schedules are, unless the context otherwise requires, are references to recitals, to clauses of or schedules to this Agreement.

1.5.6

Reference to days, months and years are to Gregorian days, months and calendar years respectively.

1.5.7

Any reference to the words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to clauses or annexures of this Agreement as specified therein.

1.5.8

Any expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.

1.5.9

Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

1.5.10

Reference to “Investor”, unless repugnant to the context shall for the purpose of this Agreement, mean and include the Affiliates of the Investor.

1.5.11

The words “include” and “including” shall be construed without limitation.

2.

SUBSCRIPTION ON COMPLETION DATE

2.1

Subject to the terms of this Agreement, and relying on the Representations and Warranties and the indemnities given by the Promoters and the Company under this Agreement, the Investor agrees on the Completion Date to subscribe for and the Company agrees to issue and allot to the Investor Equity Shares (“Subscription Shares”) of face value of INR 10/- at issue price of INR 118/- each such that post acquisition of Sale Shares and subscription to the Subscription Shares of the Company, the Investor is the legal owner (directly or indirectly) of upto 57 % of the total issued and paid up equity share capital of the Company. The consideration to be paid for Subscription Shares shall be referred to as the Subscription Consideration.

2.2

The Subscription Shares shall be issued free from all Encumbrances and together with all rights, title and interests now or hereafter attaching thereto.

3.

SALE AND PURCHASE OF SALE SHARES

3.1

On the basis of the Representations and Warranties made by the Company and the Promoters, jointly and severally, and subject to the terms and conditions set forth in this Agreement, the Promoters have agreed to sell, transfer or convey the Sale Shares and the Investor has agreed to purchase, acquire and accept the Sale Shares (together with all benefits and rights attaching thereto), free of all Encumbrances, for a total consideration of INR 27,65,93,125 (Twenty Seven Crores Sixty Five Lacs, Ninety Three Thousand One Hundred and Twenty Five Only) (the “ Sale Consideration ”) at a price of INR 125 (the “ Sale Price ”) per Sale Share from the Promoters.

3.2

The Promoters shall be responsible for all taxes, levies and dues, including without limitation, income tax assessed, if any, paid or payable in connection with the sale, transfer or conveyance of Sale Shares.

3.3

The Promoters hereby waive any pre-emption rights they may have in relation to any of the Sale Shares under the articles of association of the Company or otherwise.

4.

CONDITIONS PRECEDENT

4.1

The Parties agree that the obligation of the Investor to acquire the Sale Shares and to subscribe to the Subscription Shares in the manner provided herein, is conditional upon (i) the fulfilment of the following conditions to the satisfaction of the Investor, unless specifically waived in writing by the Investor; and (ii) only if all the Representations and Warranties continue to be true and correct on the Completion Date:

4.1.1

The Investor being satisfied with the results of the due diligence investigations conducted by the Investor or its advisors by February 28, 2007;

4.1.2

A resolution being passed at a duly constituted meeting of the board of directors of Investor and a resolution being passed at duly constituted meeting of the shareholders of the Investor, approving the purchase of the Sale Shares and the subscription to the Subscription Shares and the satisfaction of all other conditions for the Investor to effect a Business Combination as set forth in the Investor’s Prospectus dated March 3, 2006 as filed with the US Securities and Exchange Commission. !

4.1.3

A resolution being passed at a general meeting of the Company approving under section 81(1A) of the Act the preferential allotment of the Subscription Shares to the Investor;

4.1.4

The Promoters signing a consent letter, in the form and content as specified in Annexure II , consenting to the transfer of the Sale Shares to the Investor and indicating the number of Shares proposed to be transferred by the Promoters and the price at which such Shares are proposed to be transferred by them;

4.1.5

The Company providing to the Investor the shareholding pattern of Company (indicating the category wise equity participation of residents and non residents) after the proposed acquisition of Sale Shares by the Investor; and (ii) a certificate from a chartered accountant indicating the ‘fair value’ of the Shares calculated in accordance with the Guidelines for Valuation of Shares and Fixation of Premia (‘ Pricing Guidelines’ );

4.1.6

The Promoters obtaining written consents from all banks, financial institutions, lenders of the Company as may be required for change in shareholding of the Company in form and substance satisfactory to the Investor;

4.1.7

There shall not have been any Material Adverse Effect from the date hereof to the Completion Date. For the purposes of this Agreement, the term “Material Adverse Effect” means any change, effect or circumstance that have occurred prior to the Completion Date, which has or may reasonably be expected to have a material and/or adverse effect on the Company, the Company’s operations/businesses and/or the Business;

4.1.8

Providing details of the bank account of the Company maintained with the Authorised Dealer to the Investor for the purpose of receiving the Subscription Consideration under this Agreement;

4.1.9

Providing details of the bank accounts of the Promoters maintained with the Authorised Dealer to the Investor for the purpose of receiving the Sale Consideration under this Agreement; and

4.1.10

Investor receiving from the Promoters and the Company three year financial statements for the period ended March 31, 2006, March 31, 2005 and March 31, 2004 converted into US GAAP and audited by a Public Company Accounting Oversight Board top 5 accounting firm and unaudited US GAAP financial statements for the period commencing April 1, 2006 and ending December 31, 2006.

4.2

Upon fulfilment of the Conditions Precedent, the Promoters and the Company shall notify the Investor of the same in writing.

4.3

If the Conditions Precedent mentioned in Clause 4.1.1 above is not fulfilled or satisfied or waived in writing by the Investor on or before 28.02.2007 or such other date as may be mutually agreed between the Parties in writing, the Investor shall have the right to terminate this Agreement forthwith. The termination of this Agreement shall not in any way affect or prejudice any right accrued to any Party against the other prior to such termination.

4.4

The Parties undertake to use all reasonable endeavours to ensure that all the Conditions Precedent are satisfied as soon as possible and the Condition Precedent as mentioned in Clause 4.1.1 is satisfied no later than the date mentioned in Clause 4.3 above.

4.5

The Promoters and the Company shall co-operate and provide all information and reasonable assistance to the Investor and/or its advisors and authorised representatives to enable them to verify the records/documents of the Company.

5.

COMPLETION

5.1

The Promoters and the Company shall notify the Investor of the fulfilment of the Conditions Precedent and provide to the Investor, all the requisite documents evidencing fulfilment of such Conditions Precedent applicable to the Promoters and/or the Company. The Investor through its advisors/counsel shall then satisfy itself as to the fulfilment of the Conditions Precedent. The Investor shall notify the Promoters and the Company within 7 days from the date of receipt of all the

documents/information from the Promoters of its satisfaction or dissatisfaction with the same or of waiving the fulfilment of any of the Conditions Precedent applicable to the Promoters and/or Company.

5.2

In case the Investor notifies the Promoters or the Company of its dissatisfaction under Clause 5.1 above, the Promoters shall fulfil the unfulfilled Conditions Precedent within 7 days of receipt of such notice and shall provide to the Investor, all requisite documents evidencing fulfilment of that Condition Precedent. The procedure referred to in Clause 5.1 above shall be followed thereafter until the fulfilment of all Conditions Precedent applicable to the Promoters and/or Company, to the satisfaction of the Investor.

5.3

Upon fulfilment of all the Conditions Precedent to the satisfaction of the Investor or if specifically waived in writing by the Investor, the Parties shall proceed to complete the sale of the Sale Shares to the Investor and the issue of the Subscription Shares to the Investor (‘ Completion ’) in the manner provided in this Clause and shall agree upon a date on which the Completion shall take place. The date so agreed between Investor, the Company and the Promoters shall hereinafter be referred to as the ‘ Completion Date ’, which in any case shall not be later than 30 ^th September 2007. This date may however be extended upon mutual agreement between the Parties.

5.4

The Completion shall take place at the registered office of the Company at Kolkata.

5.5

On the Completion Date, the Investor shall file Form FC-TRS, in quadruplicate with the Authorised Dealer along with the following documents:

5.5.1

All documents received by the Investor from the Promoter and/or the Company under Clauses 4.1.4 and 4.1.5 above;

5.5.2

Consent letter of the Investor agreeing to purchase the Sale Shares and indicating the Sale Consideration to be paid by the Investor for such purpose; and

5.5.3

An undertaking specifying that (i) the Investor is eligible to acquire the Sale Shares under the Foreign Direct Investment Policy of the Government of India from Indian resident shareholders; (ii) such acquisition is within the existing sectoral caps specified thereunder; and (iii) the price per Share is in compliance with the Pricing Guidelines.

5.6

Immediately thereafter, the Promoters shall deliver the following documents to the Investor:

5.6.1

A certificate signed by the Promoters to the effect that the Representations and Warranties contained in this Agreement, continue to be true and correct as on the Completion Date with the same effect as though such Representations and Warranties had been made as of such date;

5.6.2

Original resignation letter of Mr. Bhanu Prakash Agarwal and Mr. A.K. Singh dated as of the Completion Date;

5.6.3

Original share certificates evidencing the Sale Shares (‘ Sale Share Certificates ’); and

5.6.4

The Share Transfer Forms duly stamped and executed by the Promoters.

5.7

Upon filing Form FC-TRS with the Authorised Dealer and fulfilment of the provisions of Clause 5.5 above, the Investor shall remit the Sale Consideration, for further credit to the accounts of the Promoters as intimated to the Investor in accordance with Clause 4.1.9 hereof. All such payments to be made by Investor to the Promoters shall be subject to such withholdings/deductions of tax as may be required under the Applicable Laws.

5.8

Immediately upon the Investor receiving the certificate annexed to Form FC-TRS from the Authorised Dealer, the Investor shall lodge the Share Transfer Forms and the Sale Share Certificates with the Company for transfer of the Sale Shares in the name of the Investor. The Company shall, upon receipt of the said documents from the Investor, do the following:

(a)

approving the transfer of the Sale Shares from the Promoters to the name of the Investor;

(b)

approving the Investor as a member of Company in respect of the Sale Shares and entering the name of the Investor in the register of members; and

(c)

accepting the resignations of Mr. Bhanu Prakash Agarwal and Mr. A.K.Singh and appointing 3 (three) directors nominated by the Investor as directors of the Company.

5.9

Immediately upon completion of all the steps contemplated in Clause 5.8 above, the Investor shall remit the Subscription Consideration, for further credit to the account of the Company as intimated to the Investor in accordance with Clause 4.1.8 hereof: The Company shall upon receipt of the Subscription Consideration from the Investor, do the following:

(a)

issuing and allotting the Subscription Shares to the Investor; and

(b)

entering the name of the Investor as a member in respect of the Subscription Shares in the registry of members of the Company;

5.10

Immediately after purchase of the Sale Shares and the subscription to the Subscription Shares by the Investor, the equity shareholding of the Company shall be as follows:

Approximate % of the

No. of

total paid up Equity

Shareholders

Shares held

Shares

2091505

10.16

211250

1.03

94500

0.46

125250

0.61

3580687

17.40

2747790

13.35

11732697

57.00

20583679

100

%

5.11

The Parties to this Agreement agree to take all measures that may be required to ensure to the extent possible, that all the events contemplated in Clause 5 above on the Completion Date are completed on the same day.

5.12

Notwithstanding the provisions of Clause 5.12 hereto, all proceedings to be taken and all documents to be executed and delivered by the Parties at Completion shall be deemed to have been taken and executed simultaneously to the extent possible and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

5.13

Immediately after the Board meetings of the Company and passing of the resolutions mentioned above, the Parties shall ensure that the Company shall record the necessary entries in its registers and carry out all the actions that have been resolved to be carried out in order to effectively achieve Completion.

5.14

The Company shall ensure that within 30 days from the Completion Date, the relevant forms of the Company are filed with the concerned regulatory authorities including the Registrar of Companies, Reserve Bank of India, etc. in accordance with the provisions of Applicable Law.

6.

CONDITIONS SUBSEQUENT

6.1

Key Persons Provisions

The Company shall maintain Directors’ and Officers’ insurance for members of its Board of Directors in amounts considered reasonable by the Company and consistent with market practice in India.

6.2

Key Man Insurance

The Company shall purchase Key Man Insurance policy of such amounts as may be decided by the Board, with benefits payable to the Company, covering the Key Employees and such of the Promoters as may be identified by the Company.

6.3

Amendment to Articles of Association

The Company shall suitably amend its Articles of Association, to reflect the terms of this Agreement to the extent permitted by the authorities including the Registrar of Companies, within a period of 60 days from the Completion Date subject to the Investors voting their Investor Shares in favour of such amendment to the Articles of Association of the Company. The Company shall deliver to the Investor a certified true copy of the resolution of the general meeting/shareholders of the Company evidencing the amendment to the Articles of Association as stated above and a certified true copy of the filing receipt of Form 23 with the Registrar of Companies, regarding the same.

6.4

Management Structure

The appointment or removal and determination of the terms of employment of the Key Employees and any significant changes in the terms of the employment agreement with the Key Employees shall be decided by the Promoters subject however to the provisions of Clause 7.3 hereof, and this power of the Promoters shall remain valid as long as the shareholding pattern exists as it exists immediately post consummation of the transaction as envisaged in this Agreement

6.5

Any Conditions Precedent not fulfilled at the time of Completion or not entirely waived in writing.

7.

BOARD OF DIRECTORS CONSTITUTION, APPOINTMENT, NOMINATION AND MANAGEMENT

7.1

Constitution, Appointment and Nomination

7.1.1

The representation on the Board of the Company by the Investors and the Promoters will be in such proportion so as to give a clear majority to the Promoters on the Board. Whi