ARBITRATION AGREEMENT

This Arbitration Agreement ("Agreement") is entered into on this 15th day of November,
2006, by and between:

1. Bharat Heavy Industries Ltd., a company incorporated under the laws of India,
having its registered office at 123 Industrial Estate, Chennai, Tamil Nadu, India
(hereinafter referred to as the ‘Bharat Heavy Industries Ltd’ which
expression shall unless repugnant to the context or meaning thereof be
deemed to mean and include its successors and assigns) ("Claimant"); and
2. SovTechExport, a company organized under the laws of the Russian Federation,
having its principal place of business at 456 Technika Street, Moscow, Russia
(hereinafter referred to as the ‘SovTechExport,’ which expression shall
unless repugnant to the context or meaning thereof be deemed to mean
and include its successors and assigns) ("Respondent").

RECITALS

WHEREAS, the Claimant and the Respondent entered into a contract on February 2, 2006,
for the supply of machinery, valued at ₹66,09,372;

WHEREAS, the Claimant opened a Letter of Credit in favor of the Respondent on June 9,
2006, for the contract amount to facilitate the payment under the contract;

WHEREAS, disputes have arisen between the parties concerning alleged defects in the
machinery delivered, particularly in the motorized scrapers, and additional issues due to the
devaluation of the Indian Rupee on June 6, 2006;

WHEREAS, the Claimant asserts claims for damages alleging breaches of the contract by the
Respondent, while the Respondent asserts entitlement to adjustments in the Letter of Credit
due to currency devaluation;

WHEREAS, the Claimant filed a suit before the Madras High Court and obtained an ex parte
injunction preventing encashment of the Letter of Credit by the Respondent;

WHEREAS, both parties have agreed to resolve all disputes arising out of or in connection
with the contract through arbitration;

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Scope of Arbitration

All disputes, claims, or controversies arising out of, relating to, or in connection with the
contract dated February 2, 2006, including but not limited to alleged defects in the machinery
supplied, currency devaluation adjustments, and any allegations of breach, shall be resolved
by binding arbitration pursuant to the terms of this Agreement.

2. Governing Law
This Agreement and the arbitration proceedings shall be governed by and construed in
accordance with the substantive laws of India.

3. Arbitration Tribunal

3.1. The arbitration shall be conducted by a panel of three arbitrators ("Tribunal").

3.2. Each party shall appoint one arbitrator within 30 days of the date of this Agreement. The
two party-appointed arbitrators shall then select a third arbitrator, who shall act as the
presiding arbitrator of the Tribunal.
3.3. If the two arbitrators appointed by the parties are unable to agree on the appointment of
the presiding arbitrator within 30 days of their appointment, the presiding arbitrator shall be
appointed by the International Chamber of Commerce (ICC).

4. Seat and Venue of Arbitration

The seat of arbitration shall be New Delhi, India. The venue of arbitration hearings may be
held at a location agreed upon by the parties within New Delhi or virtually as agreed by the
Tribunal and the parties.

5. Language of Arbitration

The arbitration proceedings, including all submissions, documents, and hearings, shall be
conducted in the English language.

6. Procedural Rules

6.1. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration
Rules, as amended and in effect as of the date of this Agreement.
6.2. The Tribunal shall have the authority to determine its own jurisdiction, including any
objections with respect to the existence, validity, or scope of this Arbitration Agreement.

7. Interim Measures

7.1. The Tribunal shall have the power to grant interim measures or relief, including but not
limited to injunctions and preservation orders, as it deems appropriate.
7.2. The parties agree that any interim order issued by the Tribunal shall be binding and
enforceable, subject to any procedures required under applicable law.

8. Confidentiality

8.1. The parties, arbitrators, and any other participants in the arbitration shall maintain the
confidentiality of the proceedings, including all information, documents, and awards, unless
disclosure is required by law or for purposes of enforcement of the award.
8.2. No party shall publish, disclose, or communicate any information concerning the
arbitration to third parties without the prior written consent of the other party.

9. Costs of Arbitration
9.1. The costs of the arbitration, including the Tribunal’s fees, administrative fees, and any
other expenses, shall be borne equally by the parties unless otherwise decided by the Tribunal
in the final award.
9.2. Each party shall bear its own legal fees and expenses unless the Tribunal determines
otherwise.

10. Final Award

The award of the Tribunal shall be final, binding, and enforceable on the parties. The parties
agree to carry out the award without delay and waive their rights to any form of appeal or
recourse, to the extent permitted by applicable law.

11. Miscellaneous Provisions

11.1. This Agreement constitutes the entire understanding between the parties regarding the
arbitration of disputes arising out of the contract dated February 2, 2006, and supersedes all
prior or contemporaneous oral or written communications between the parties.
11.2. Any amendment to this Agreement must be in writing and signed by both parties.
11.3. If any provision of this Agreement is found to be invalid or unenforceable, the
remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Arbitration Agreement on the date
first above written.

Bharat Heavy Industries Ltd.

Name: Rajesh Mehta
Title: Managing Director
Date: November 15, 1966

SovTechExport
Name: Ivan Petrov
Title: General Director
Date: November 15, 1966