Agency Contract

Between: Kelman Distributors India Pvt Ltd.

Whose registerecioffice is at: 209 Richmond Towers
12 Richmond Road
Bangalore - 560066
India

Whose company registration number is: U31909KA2005PTC036758

Whose telephone number is: + 91 (0)8041743102
Whose fax number is: + 91 (0)80 2845 6467
Whose primary website address is: www.kelman-india.cQJI1
Whose primary email address is: DJ?jl@r?Jm?D::iOQi?GgDJ

(Hereinafter called "the Principal")

And: MIs UNIVERSAL INDUSTRIAL

CORPORATION
Whose registered office is at: BISRA ROAD
ROURKELA - 769001
INDIA

Whose company registration number is: 21342001455

Whose telephone number is: 0661-2522881,91-9437039214,
91-9437043881
Whose fax number is: 0661-2522881
Whose primary website address is: www.uic-india.co.in
Whose primary email address is:
sh?DJgJr vasudevan@v.<::tO9Q..Q.QJrl.
lion vasudevan@L~QjffJI1e.ligQ.1JJ.

(Hereinafter called "the Agent")

(the Principal and Agent are collectively referred to as "the Parties", and "Party" means.
anyone of them)

By signing this contract the Parties confirm that their respective physical address, telephone and
fax numbers and primary email address as set out above are those at which afllegal processes
and notices arising out of or in connection with this contract, its breaches or termination may
validly be served upon or delivered to the Parties. Post office box numbers or poste restante are
not sufficient fnr this purpose and are not acceptable.

A Party may change its physical address for this purpose, by notice in writing to the other Party,
such new address being effective on receipt by the addressee of such written notice. A notice
shall be necessary in respect of a new or changed fax or e-mail address.

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 IT IS AGREED AS FOllOWS

Article 1
Territory and Products
1.1. The Principal appoints the Agent, who accepts, as his commercial agent, to promote the
sale of the products at the prices listed in Annex I, § 1 (hereinafter called "the Products") in the
territory defined in Annex I, § 2 (hereinafter called"the Territory").
1.2. If the Principal decides to sell any other products in the Territory, he shall inform the
Agent in order to discuss the possibility of including them within the Products defined under
Article 1.1. However, the above obligation to inform the Agent does not apply if, in consideration
of the characteristics of the new products and the specialization of the Agent, it is not to be
expected that such products may be represented by the Agent (e.g. products of a completely
different range).

Article 2

Good faith and fair dealing

2.1. In carrying out their obligations under this contract the parties will act in accordance with
good faith and fair dealing.
2.2. The provisions of this contract, as well as any statements made by the parties in
connection with this agency relationship, shall be interpreted in good faith.

Article 3
Agent's functions
3.1. The Agent agrees to use his best endeavours to promote the sale of the Products in the
Territory in accordance with the Principal's reasonable instructions and shall protect the
Principal's interests with the diligence of a responsible businessman.
3.2. The Agent shall not solicit Orders from outside the Territory unless permitted to do so by
written authorisation from the Principal. Negotiations with customers in the territory which result in
contracts of sale with customers outside the territory or where the ultimate destination of the
product is outside the Territory, are not to be undertaken without direct written authorisation from
the Principal. The Agent shall transmit to the Principal all requests or enquiries concerning the
Products from any corporation, partnership, person or other entity whose place of business is
established outside of the Territory or in any case in which it is aware that the ultimate destination
of the product is outside the Territory.
3.3. Unless otherwise specifically agreed, via written authorisation, the Agent has no authority
to make contracts on behalf of, or in any way to bind the Principal towards third parties. The
Agent only solicits orders from customers for the Principal, who is free (save-as set forth in Article
4.2. hereafter) to accept or to reject them.
3.4. When negotiating with customers, the Agent shall offer Products strictly in accordance
with the terms and conditions of the contract of sale which the Principal has communicated to
him. This is to ensure that orders by the customer conform to the Principal's terms and c<?nditions
on prices, delivery times etc. See Annex II, §1, 2, 3 and 4, for the terms and conditions of the
contract of sale.
3.5. The Principal believes, due to the nature of its Products, that the Agent must purchase a
demonstration unit for certain Products listed in Annex I, §1, to help with the promotion and sale
of these and related Products in the territory. These Products and the terms under which they will
be purchased are laid out in Annex II §5.
3.6. The Agent is not entitled to receive payments on the Principal's behalf without prior
written authorization from the Principal to that effect. When the Agent has been so authorized, he

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must transmit them as soon as possible to the Principal and until then hold them separately on
deposit on the Principal's behalf.

3.7. The Agent shall be solely responsible for its own activities and the activities of its
employees. However the Principal retains the right to refuse to work, directly or indirectly, with
any individual deemed by the Principal to be unsuited or unqualified to market the Products.

Article 4
Acceptance of Orders by the Principal
4.1. The Principal shall inform the Agent without undue delay of his acceptance or rejection
of the Orders transmitted by the latter. The Principal may accept or reject any individual Order
transmitted by the Agent arhis own discretion.
4.2. The Principal may not however unreasonably reject the Orders transmitted by the Agent.
In particular, a repeated refusal of Orders contrary to good faith (e.g. if made for the only purpose
of hindering the Agent's activity) shall be considered as a breach of contract by the Principal.

Article 5
Undertaking not to comp~te
5.1. Without the prior written authorization of the Principal, the Agent shall not represent,
manufacture or distribute any products which are in competition with the Products the Agent has
been authorised to represent for the Principal for the entire term of this contract and for a period
of two years after.
5.2. The Agent may represent, distribute or manufacture any products which are not
competing with the Products he has been authorised by the Principal to represent, provided he
informs the Flincipal in advance of such activity. However, the above obligation to inform the
Principal does not apply if, in consideration: (i) the characteristics of the products which the Agent
wants to represent, and (ii) the field of activity of the company for whom the Agent wishes to act,
it is unreasonable to expect that the Principal's interests may be affected.
5.3. The Agent shall refrain from representing or distributing non-competing products of a
manufacturer who is a competitor of the Principal, if requested to do so by the Principal, provided
the latter's request is reasonable, taking into account all the circumstances of the case.
5.4. The Agent agrees not to be involved with the manufacture of any type of equipment
which may be competitive to the products of the Principal during the period of this agreement and
for a period of two years thereafter.
5.5. The Agent agrees to hold all the Principal's trade secrets and sensitive information
confidential during the term of this contract and for three years thereafter.
5.6. The Agent declares that he represents the products and companies listed in Annex ill on
the date on which this contract is signed. . .

Article 6
Sales organization, Advertising and Fairs, Internet
6.1. The Agent shall provide an adequate organization to promote sales' and, where
appropriate, after-sale service, with all necessary means and personnel, in order to ensure the
fulfilment of his obligations throughout the Territory under this contract.
6.2. The Principal will liaise with the Agent regarding advertising within the Territory, but the
ultimate decision and costs regarding such advertising shall normally be the responsibility of the
Agent. Sharing of costs for advertising will be on a case by case basis and must be approved by
the Principal in writing. The contents of any advertising must be approved by the Principal when
mentioning any of the Principal's products. The Principal shall endeavour as far as is reasonable

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to assist the Agent by providing electronic artwork and templates for any such advertising on
request from the Agent.
6.3. The Principal will provide 25 copies of relevant product brochures / catalogues for each
Product listed in Annex I, §1 in English to the Agent free of charge. Unless otherwise agreed the
Agent shall then be responsible for the translation and production of all product brochures /
catalogues, manuals and other relevant literature required for the promotion, sale and support of
the Principal's products within the territory.
The Principal shall endeavour as far as is reasonable to assist the Agent with electronic artwork
and templates for any such relevant brochures / catalogues, manuals and other relevant literature
6.4. The parties shall agree on their participation in fairs or exhibitions within the Territory.
Sharing of costs for participation in fairs or exhibitions will be on a case by case basis and must
be approved by the Principal in writing.
6.5. The Agent is not authorized to advertise the Products or the Agent's activity as Agent of
the Principal on the Internet without the Principal's prior written approval, which, however, shall
not be unreasonably withheld.

Article 7

Sales Targets - Guaranteed Minimum Target

7.1. The parties have agreed guaranteed minimum sales targets in Annex IV which the Agent
mustmeetduringtheterm of this contract. . .

Article 8
Sub-agents
8.1. The Agent will not engage a sub-agent to aid in his representation of the Principal without
the express written permission of the Principal. The Principal must be informed at least one
month before any proposed engagement. The Principal will then decide whether the sub-agent
can be employed.
8.2. The Principal will not appoint any other agent, nor compensate any person, other than
company employees or affiliates, to assist in the sales of Products in the Territory covered by this
contract, except with the written permission of the Agent during the term of this contract.
8.3. If an agreed sub-agent is employed by the Agent, then the Agent shall be responsible for
the activities of his sub-agent.

Article 9
Principal to be kept informed
9.1. The Agent shall exercise due diligence to keep the Principal informed about his activities,
market conditions and the state of competition within the Territory. They shall answer any
reasonable request for information made by the Principal. The Agent shall maintain an accurate,
complete database of contacts and customers made in relation to his activities on behalf of the
Principal. An updated copy of this database shall be sent to the Principal on a q.uarterlybasis.
9.2. The Agent will provide the Principal with accurate visit reports, sales forecasts and a
market report on a monthly basis. These will contain updates on business .opportunities and
future sales initiatives to be undertaken by the Agent. The Principal will provide -the Agent with
template forms to this effect which must be filled in and returned monthly on a set date.

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9.3. The Principal will ensure that all Customer contact received from within the Territory of
the Agent, during the duration of this contract, will be referred in some form to the Agent. The
Agent will then be responsible for following through on these enquiries on behalf of the Principal.
9.4. The Agent shall exercise due diligence to keep the Principal informed about: (i) the laws
and regulations which are to apply in the Territory to which the Products must conform (e.g.
import regulations and documentation, labelling, technical specifications, safety requirements,
etc.), and (ii) the laws and regulations concerning his activity, as far as they are relevant for the
Principal.

Article 10
Financial responsibility
10.1. The Agent shall satisfy himself, with due diligence, of the solvency of customers whose
orders he transmits to the Principal. He shall not transmit orders from customers of which he
knows or ought to know that they are in a critical financial position, without informing the Principal
in advance of such fact. He shall, furthermore, give reasonable assistance to the Principal in
recovering debts due.

Article 11

Principal's trademarks and symbols

11.1. The Agent shall use the Principal's trademarks, trade names or any other symbols, but
for the only purpose of identifying and advertising the Products, within the scope of this contract
and in the Principal's sole interest.
11.2. The Agent hereby agrees neither to register, nor to have registered, any trademarks,
trade names or symbols of the Principal (or which are confusingly similar with the Principal's
ones), in the Territory or elsewhere.
11.3. The right to use the Principal's trademarks, trade names or symbols, as provided for
under the first paragraph of this Article, shall cease immediately for the Agent, on the expiration
or termination, for any reason, of the present contract.
11.4. The Agent shall notify the Principal of any infringement of the Principal's trademarks,
trade names or symbols, or other industrial and intellectual property rights, which come to the
Agent's attention.

Article 12
Complaints by Customers
12.1. The Agent shall immediately inform the Principal of any observations or complaints
received from customers in respect of the Products. The parties hereto shall deal promptly and
properly with such complaints. The Agent has no authority to engage in aniway the Principal,
unless after he has received a specific written authorization to such effect. . .

Article13

Exclusivity
13.1. The Principal shall not, during the life of this contract, grant any other person or
undertaking the right to represent or market the Products within the Territory without written
permission from the Agent.
13.2. The Principal shall pass on all sales enquiries from within the Territory to the Agent. The
Agent is then expected to deal with these professionally and diligently. The Agent shall keep the
Principal informed of the status of these enquiries.

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Article 14

Agent to be kept informed

14.1. The Principal requires that at least one member of staff from the Agent's organisation will
attend producUsales training held by the Principal from time to time, either at the Principal's
headquarters orin the field.
14.2. The Principal shall inform the Agent without undue delay of his acceptance, refusal
and/or non-execution of any business transmitted by the Agent.
14.3. The Principal shall keep the Agent informed of any relevant communication with
customers in the Territory.
14.4. If the Principal expects that his capacity of supply will be significantly lower than that
which the Agent CJuid normally expect, he will inform the Agent within a reasonable time.

Article 15
Agent's commission
15.1. The Agent is entitled to the commission provided for in Annex V, § 1, on all sales of the
Products listed in Annex I, § 1, which are made during the life of this contract to customers
established in the Territory.
15.2. On a case by case basis a reduced commission may' be agreed in advance between the
Principal and the Agent in appropriate circumstances where a customer is to be granted terms or
conditions which are more favourable than the Principal's standard conditions.
15.3. Unless otherwise agreed in writing, the commission covers any expenses incurred by the
Agent in fulfilling his obligations under this contract (such as telephone, telex/fax, office, travel
expenses, etc.).

Article 16
Method of calculating commission and payment
16.1. Commission shall be calculated on the net amount of the invoices. i.e on the eftedlve
sales price (any discount other than cash discounts being deducted) clear of apy adctirional
charges (such as packing, transportation. insurance) and clear of all tanffs or tax'.::s
value addedtax and customsduty)of any kind,providedthat suchadditlona!charges,!E.W"S8t-!,
taxes are separately stated in the invoice
16.2. The Agent shall acquire the right to invoice the Principal for commission owed under
each Order placed on the Principal after full payment by the customer of the Principal's invoiced
price. Provided the customer's payment has been received by the Principal and the Principal is in
agreement with the amount of commission outlined in the Agents invoice, then the Principal
undertakes to pay the Agent its commission not later than the last day of the month following the
date of the Agents invoice. In case of partial payment made in compliance with the sales contract,
the Agent shall not, unless otherwise agreed in writing by the Principal, be entitled to any
commission until full payment for the whole of the contract value has been received by the
Principal.
16.3. Should any governmental authorisation (e.g. due to exchange control regulations in the
Principal's country) be necessary for the Principal to transfer abroad the commission (or of any
other sum the Agent may be entitled to receive), then the payment of the amount shall be made
after such authorisation has been given. The Principal shall take all necessary steps for obtaining
the above authorisations.
16.4. Except as otherwise agreed, the commission shall be calculated in the currency of the
sales contract in respect of which the commission is due.
16.5. Any taxes imposed on the Agent's, commission in the Territory are for the Agent's
account.

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 Article 17
Unconcluded business
17.1. No commission shall be due in respect of offers or orders transmitted by the Agent and
not accepted by the Principal.
17.2. If a contract made by the Principal as a result of orders transmitted by the Agent is not
thereafter put into effect, the Agent shall be entitled to commission unless non-performance of the
contract is due to reasons for which the Principal is not responsible.

Article 18
Term of the Contract
18.1. This contract enters into force on: 01-August-2007
This contract eXDireson: 31-July-2010
18.2. This contract will automatically expire on the date stated in Article 18.1. If the Principal
wishes the Agent to continue to represent it within the territory this may only occur via the
provision of a new agreement from the Principal to the Agent and the Agent's acceptance of said
new agreement
18.3. The contact may be terminated by either party by notice given in writing not less than
ninety days in advance.

Article 19
Unfinished business
19.1. Orders transmitted by the Agent or received by the Principal from customers established
in the Territory before the expiry or termination of this contract and which result in the conclusion
of a contract of sale not more than three months after such expiration, shall entitle the Agent to
commission.
19.2. Upon expiry or termination of this contract, the Agent shall provide the Principal within a
period of fourteen (14) days, a list of outstanding business opportunities within the territory, for
review and acceptance, for purposes of providing commissions to the Agent. Such commissions
shall be payable to the Agent at a decreased rate of 50% of the full value (before any applicable.
Duties or Taxes) of each Order placed on the Principal from customers identified on said list
within a period of 3 months of expiry or termination of this contract, subject to such orders being
accepted by the Principal and payment for such contracts of sale being received. Orders received
from customers r,ut identified on said list are not commissionable. No other territory credit is
commissionable after termination.

Article 20
Earlier termination
20.1. Each party may terminate this contract with immediate effect, by notice given in writing, in
case of a substantial breach by the other party of the obligations arising out of the co'ntract, or in
case of exceptional circumstances justifying the earlier termination.
20.2. Any failure by a party to carry out all or part of their obligations under the contract
resulting in such detriment to the other party as to substantially deprive him of what he is entitled
to expect under the contract, shall be considered as a substantial breach for the purpose of
Article 20.1. above. Circumstances in which it would be unreasonable to require the terminating

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party to continue to be bound by this contract, shall be considered as exceptional circumstances
for the purpose of Article 20.1.
20.3. Any failure on the part of the Agent to respond to requests for information from the
Principal or failure to adhere to the specifications laid out in Article 9, as well as requests for
information related to the status of pending payments or other accounting information shall also
be considered as a subbtantial breach for the purpose of Article 20.1.
20.4. Furthermore, the parties agree that the following situations shall be considered as
exceptional circumstances which justify the earlier termination by the other party: bankruptcy,
moratorium, receivership, liquidation or any kind of composition between the debtor and the
creditors, or any drcumstances which are likely to affect substantially one party's ability to carry
out his obligations under this contract.
20.5. The contract may also be terminated by the Principal at it's discretion with immediate
effect in case of change of control, ownership and or management of the agent-company,
according to the provisions set forth in Annex VI.
20.6. The contract may also be terminated by the Principal with immediate effect if a
substantial change in the Agent's organisation or staff occurs which the Principal believes will
unfavourably affect the Agent's ability to maintain sales levels or service coverage. This shall
include loss of a key individual or failure to provide, in the Principal's opinion, effective coverage
in a portion of the territory.
20.7. The contract may also be terminated with immediate effect by the Principal at its
discretion if within the first 6 months of the start of this contract the Agent has not achieved at
least 35% of its guaranteed minimum sales target.
20.8. If a Party terminates the contract invoking any of the clauses 20.1 to 2Q.7, and if ,s
subsequently determinEodby arbitration or court judgement that such early terrmnation was not
justified, the termination will nonetheless be effective, but the other Party wi!! be entiti8(j to
damages for the unjustified early termination. In the case of the Agent being the mjured Partv
then the Agent shall be entitledto damagesfor the total numberof monthsfrom the 'iate of
termination to the expiry date of the contract stated in Article 18 1 This shall be ca!cuiateri c'!
taking an average of the monthly commission paid by the Principal to the Agent ,n relation to
sales of the Product's listed in Annex 1 during the previous financial year and O1u:tiplvingthis ,. ,
the total numberof monthsfrom the date of terminationto the expirydate of n18 COlit. act h the
case of the Prillcipa! being the injured Party then the Principal shaHbe entitied to Oct'8yeo '" !"
total number of months from the date of termination to the expiry date Of ""1f:'U' "w' c.:',""
p,rticie 181. Such damages will be equai to the average monthly revenue galne J t f-e " ~

from the sale of the Product's listed in Annex 1 withm the Terntory dunng (I:e pre\lL" " , "-'
year and multiplying this by the total number of months from the date of terniinatlG' +( ~'" " ,;
date of the contract.

Article 21
Return of advertising material, equipment, literature, documents and. samples
21.1. Upon expiry or termination of this contract the Agent shall return to the Principal all
advertising material, documents and samples which have been supplied to him by the Principal
and are in the Agent's possession. -
21.2. Upon expiry or termination of this contract the Agent shall immediately and forever
thereafter cease to solicit orders or to represent in any matter that is associated with ,the Principal.
21.3. Upon expiry or termination of this contract the Agent shall return or cause to be returned
to the Principal, after receipt of the Principal's written request and at the Agent's expense, all the
equipment anu literature owned by the Principal.
21.4. Upon expiry or termination of this contract the Agent will not portray to the public that it is
a sales representative of or otherwise connect~d to the Principal thereafter.

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 Article 22
Resolution of disputes
22.1. Under this contract both parties shall be free to bring all differences of interpretation and
disputes arising in connection with the Articles of this contract to the attention of the other at any
time without prejudice.
22.2. Under this contract the offices and facilities of either party shall be available at all times
for the prompt and effective adjustment of any and all such differences, via mail, telephone, or
personal meeting under friendly and courteous circumstances.
22.3. This agreement is governed, enforced and construed pursuant to Northern Ireland law.
Any controversy, claim or breach arising out of or relating to this agreement, which the parties are
unable to resolve to their mutual satisfaction, may be litigated or otherwise resolved in any
NOlihern Ireland court having jurisdiction thereof or arbitration if both parties agree.
22.4. If any provision or term of this agreement is held to be invalid, void or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

Article 23
Force Majeure
23.1. None of the Parties shall be liable for any default or.delay caused by any contingency or
event beyond that Party's control And which was unforeseeable and unpreventable by that Party,
inciuding but not limited to, war, acts of terrorism and war-like acts (even if a formal state of war
has not been declared), restraints affecting shipping, strikes, lock-outs, fires, accidents, floods,
droughts, natural calamities, or any other cause which is similar or dissimilar to the aforesaid and
beyond its control.
23.2. None of the Parties -shall be obliged to terminate a strike or lock-out on terms
unacceptable to it, in its sole discretion.
23.3. When the force majeure event ceases the Parties shail resume their responsihilities
under this contract within seven business days, or, if this is impossible, the Parties shail resume
such responsibilities a~ soon as reasonably and commercially possible. An event of force
majeure shall not release a Party from timely performance of its financial obligations to the other
in terms of this contract.

Article 24

Assignment
24.1 The Agent shall not be entitled to assign its rights and obligations in terms of this contract
to any third Party without the Principal's prior written consent.

Article 25
Annexes
25.1. The Annexes attached to this contract form an integral part of the contract. Annexes or
parts of Annexes which have not been completed will be effective only to the extent and under
the conditions indicated in this contract.

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 Article 26
Authentic text
26.1. The English text of this contract is the only authentic text.

Article 27

Previous Agency or Distributor Contracts Between Both Parties

27.1. This agreement supersedes all previous agency or distributor contracts between the
Agent and the Principal, whether written or verbal, and makes the terms of said previous
contracts null and void.

Article 28
Notices in relation to this contract
28.1 A notice shall be deemed to have been duly given:
. 10 (ten) days after posting, if posted by registered post to the Party's physical
address;
on delivery, if delivered to the Party's physical address;

on despatch, if sent to the Party's fax number or e-mail address and confirmed by
registered letter posted no later than the next business day.

28.2 Notwithstanding anything to the contrary hereinbefore contained, any written notice
actually received by the addressee shall be deemed to have been properly given.

Article 29
Expenses

29.1 Each Party will bear its own cost of drawing and drafting this contract. This includes all
consultations, attendances, telephone consultations and amendments.

Article 30
Confidential information

30.1. Each Party and their respective employees agrees not to disclose to any third party any
Confidential Information (as contemplated in Article 30.2 below) as disclosed to it by the other
Party.
30.2. "Confidential Information" means various trade and technical secrets belonging to the
other Party and any other information which has been supplied to the other Party with an
indication that it is confidential, provided such information is not in the public domain and
information which is already known.
30.3. The Agent agrees to hold all the Principal's trade secrets and sensitive information
confidential during the term of this contract and for three years after the date on which the
contract has expired or been terminated.

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30.4. The Agent agrees that there will be no attempt by it to copy or reproduce any of the
Principal's technology or be involved directly or indirectly in the development of any product which
is competitive with the Principal's list of Products.

30.5. The Agent agrees to pay damages to the Principal if it is proven that the Agent has
broken any of the confidentiality clauses contained within this contract.
30.6. Upon expiration or termination of this contract (for whatever reason) the Agent shall
surrender to the Principal all proprietary documentation related to the operations of the Agent.
including written and descriptive matter, whether originals or copies, including but not limited to,
drawings, blueprints, descriptions, manuals, and other papers or documents which contain such
information.

30.7 Since Kelman India (wholly owned subsidiary of Kelman Limited), have done the ground
work with NTPC Limited and Power Grid Corporation of India Limited at their respective
headquarters, Orders received from these two companies from the agents territory will have to be
discussed with the principal and commission will only be paid if the order has been generated by
the Agent. No commission will be paid for the order which arises from the NTPC and Power Grid
Headquarters.

Both parties have accepted all of the above Articles and agree that along with the attached
Annexes they form a legally binding contract between tl:1ePrincipal and the Agent:

Signed on behalf of the Principal by: Signed on behalf of the Agent by:

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Print Name: Print Name:
Sign Initial: Sign Initial: UfttversalIndustrialCO'11O,atftm
Position: Position: PR't)P4l)G""'~~
Date: Date: 31'O\'C£i ~

Please also ensure that the same persons initial and date all pages of this contract
including the attached Annexes.

Please Note: Two unsigned copies of this contract shall be posted or emailed to the
Agent by the Principal. The Agent should then sign, date and initial both copies as
instructed herein and should return both copies to the Principal by post or courier. The
Principal shall then sign, date and initial both copies and return one copy to the Agent by
post or courier whilst retaining the other copy for its records. No contract shall be formed
between the Principal and the Agent until both parties have completed thi~ procedure.

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 ANNEX I

PRODUCTS, PRICES AND TERRITORY

(Article 1.1)

§1. Products and Prices

SI no Products Price- Ex-works

1 Transport X £ 24,000
2 Transfix £ 25,000 I
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3 MiniTrans £ 15,000 I
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4 MultiTrans £ 38,000
5 Perception £ 5,000

Prices exclude all federal, state, or local taxes, and therefore prices set forth in any quotation are
subject to increase in the amount of any such tax (excluding tax on net income) that the Principal
may be requiiad to collect or pay upon the sale or delivery of the Products and/or Services.
Prices are, and all payments shall be made, in the currency set forth in this contract unless stated
otherwise in a valid written quotation issued by the Principal.

The prices stated above are negotiable only on a case by case basis with the direct authorisation
of the Principal and the Agent must have written approval from the Principal for all discounts it
may offer. If this written approval has not been provided then the Principal reserves the right to
reject any such discounted orders placed on it by the Agent or a customer within the territory.

The Principal reserves the right to change the prices stated above for the listed products via the
provision of a written quotation to the Agent. Any such quotations made directly to the Agent by
the Principal shall be considered binding under the terms of this contract.

If it is decided by both parties that the Agent will represent additional products of the Principal
which are not listed above, then this may only be achieved via the issuing of a formal written letter
by the Principal detailing said additional products. Any such letter made directly to the Agent by
the Principal shall be considered binding under the terms of this contract.

§2. Territory

Indian States of ORISSA, WEST BENGAL,CHATTISGARHand JHARKHAND

If it is decided by both parties that the Agent will represent the Principal in additional territories
which are not listed above, or that a change to the territory of operation will occur, then this may
only be achieved via the issuing and acceptance by both parties of a new Agency contract
between the Principal and the Agent.

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 ANNEX II
TERMS AND CONDITIONS OF CONTRACT OF SALE

§ 1 Terms of Sale (Article 3.4)

The Principal shall offer standard payment terms of Pro Forma, or Irrevocable Letter of Credit
payable at sight, to most customers within the Territory,
However, at its discretion the Principal reserves the right to offer other payment terms to certain
customers if requested.
Unless otherwise stated on a quotation, all deliveries of Products shall be made Ex-Works
Principal's Factory, Lisburn, United Kingdom (Incoterms 2000) and risk of loss or damage of such
Products shall transfer to the Customer once the Principal has presented the Products for
collection to the Customer's nominated carrier or their nominated carrier's representative,
The Principal will decide on the delivery times of the relevant Products, this will have been
previously stated in any quotation the Customer has received.

§ 2 Orders (Article 3.4)

For the purpose of this agreement, an 'Order' is a leg3'lIy binding offer from a Customer to
purchase a Product from the Principal. The Customer is agreeing to abide by the terms of sale
and is obligated to receive and pay for goods to be supplied by the Principal.

Orders should normally be addressed and payable only to:

Kelman Distributors India Pvt Ltd

82-83 Borewell Road
Whitefield

Bangalore 560 066

OR
Kelman Ltd.
Lissue Industrial Estate East
Lissue Road
Lisburn
Co. Antrim
United Kingdom
BT28 2RB

Any special instruction concerning any order should appear on the face of the order, The Agent
will make only such commitment, warranty or guarantee in connection with Orders as the
Principal may expressly authorise in writing,
Orders may be directed to a different entity at the request of the Principal. For example, if an
agreement is reached to manufacture eql,Jipmentat another location or geographical area other
than that stated above, then the customer may purchase from this entity at the request of the
Principal.

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Once an Order has been accepted by the Principal, the Principal will be solely responsible for the
design, development, supply, production and performance of the Product according to the details
contained within the said Order. Any modifications made to the Order after its initial acceptance
by the Principal must be verified and accepted in writing by the Principal so as to take effect.

§ 3 Product Warranty (Article 3.4)

The Principal shall furnish to each customer a 'Standard Warranty' for all new Products valid for a
12 month period commencing on the date of shipment of the Product to the Customer. Copies of
these 'Standard Warranty' terms are available on request.

§ 4 Amendment to and Additional Terms & Conditions (Article 3.4)

The Principal reserves the right to change the Terms & Conditions stated in Annex II § 1, 2 and 3
for the listed products via the provision of a written quotation to the Agent. Any such quotations
made directly to U-,eAgent by the Principal shall be considered binding under the terms of this
contract. .
Although detailed, these Terms & Conditions are not all encompassing and the Principal reserves
the right to amend these Terms & Conditions and/or to stipulate additional Terms & Conditions for
certain Customers, provided that these amendments and/or additions are provided in writing to
the Customer before its order has been accepted by the Principal.

§ 5 Demonstration Equipment (Article 3.5)

The Aqent must purchase the follmving demonstration equipment to assIst in the se!iinn proC8SS.
TRANSPORTX. The Principalwill offer suchequipmentto the Agentat a discountof 40(:0 of the
sale prices stipulated in Annex I § i (unless these have subsequently been via the
of a written quotation to the l\gen1, in which case the discount sha!! be based em the
most recently quoted prices) with the stipulation that only one set of demonstratioi' fo!
each Product may be purchased in any tvvelve month period. Furthermore the [\Qent undertakf3s
for the entire term of this contract and for a period of two years after not to seli, lend, .
any other way pass possession of this equipment to any third party unless
to do so in writing by the PrincipaL

ANNEX III
PRODUCTS AND COMPANIES REPRESENTED BY THE AGENT
(Article 15.1.)

§ 1. Products and companies represented by the Agent

The Agent hereby declares that he represents (and/or distributes or manufactures) the following
products and companies, directly or indirectly, at the time of the conclusion of the present
contract:

Product: On behalf of:

insert Productls Insert manufacturer

ELECTROMAGNE:TICCLUTCHES,GEARE' STROMAG AG GERMANY

COUPLINGS, LIMIT SWITCHES

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kelman

HV/LV TESTING EQUIPMENTS MEGGER UK

RELAY TEST KITS OMICRON

INTERNAL LIGHTNING ARRESTORS OBO BETTERMANN GERMANY

EXTERNAL LIGHTNING ARRESTORS INGESCO SPAIN

TRANSFORMERS & SWITCHGEARS ANDREW YULE & COMPANY LTO INDIA

AC/DC DRIVES EMERSON USA

ANNEX IV
GUARANTEED MINIMUM TARGET
(Article 7.1.)

§ 1. Guaranteed Minimum Target

The Agent undertakes, during the term of this contract, to transmit orders for not less than:

10 units of combination of Transport X, Transfix, MiniTrans and MultiTrans.

ANNEX V
COMMISSIONS
(Article 15.1.)

§ 1. Amount of commission

Amount of commission is 20% for every order transmitted by the Agent as governed under
Articles 15 and 16 of this contract.

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kelman
ANNEX VI
SHARE HOLDING AND CHANGE OF CONTROL, OWNERSHIP AND/OR MANAGEMENT IN
THE AGENT-COMPANY
(Article 20.5.)

§ 1. Shareholding and change of control, ownership and/or management in the Agent-

Company

The Agent hereby declares that the senior management structure and shareholding of the Agent-
Company is as detailed below, at the time of the conclusion of the present contract:

-~---,

I
Full Name Position % ShareholdinQ (ifa shareholder in the com~--i

-~ I
G.vASUDEVAN CEO PROPRIETORSHIP COMPANY

V.SHANKAR COO ~--~

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§ 2. The Principal may at its discretion terminate the contract with immediate effect, if:

Mr G Vasudevan ceases to own more than 75% of the shares of the Agent-Company;

and/or

Mr G. Vasudevan ceases to be the CEO of the Agent-Company;

and/or

There is more than twenty-five percent (25%) change in the ownership of the Agent-
Company.

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