Agency ContractBetween:Whose registerecioffice is at:

Whose company registration number is:Whose telephone number is:Whose fax number is:Whose primary website address is:Whose primary email address is:

(Hereinafter called "the Principal")

And:

Whose registered office is at:

Whose company registration number is:Whose telephone number is:

Whose fax number is:Whose primary website address is:Whose primary email address is:

(Hereinafter called "the Agent")

Kelman Distributors India Pvt Ltd.209 Richmond Towers12 Richmond RoadBangalore - 560066India

U31909KA2005PTC036758+ 91 (0)8041743102+ 91 (0)80 2845 6467www.kelman-india.cQJI1DJ?jl@r?Jm?D::iOQi?GgDJ

MIs UNIVERSAL INDUSTRIALCORPORATIONBISRA ROADROURKELA - 769001INDIA

213420014550661-2522881,91-9437039214,91-94370438810661-2522881www.uic-india.co.in

sh?DJgJr vasudevan@v.<::tO9Q..Q.QJrl.lion vasudevan@L~QjffJI1e.ligQ.1JJ.

(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 thesale of the products at the prices listed in Annex I, § 1 (hereinafter called "the Products") in theterritory 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 theAgent in order to discuss the possibility of including them within the Products defined underArticle 1.1. However, the above obligation to inform the Agent does not apply if, in considerationof the characteristics of the new products and the specialization of the Agent, it is not to beexpected that such products may be represented by the Agent (e.g. products of a completelydifferent range).

Article 2

Good faith and fair dealing

2.1. In carrying out their obligations under this contract the parties will act in accordance withgood faith and fair dealing.

2.2. The provisions of this contract, as well as any statements made by the parties inconnection 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 theTerritory in accordance with the Principal's reasonable instructions and shall protect thePrincipal'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 bywritten authorisation from the Principal. Negotiations with customers in the territory which result incontracts of sale with customers outside the territory or where the ultimate destination of theproduct is outside the Territory, are not to be undertaken without direct written authorisation fromthe Principal. The Agent shall transmit to the Principal all requests or enquiries concerning theProducts from any corporation, partnership, person or other entity whose place of business isestablished outside of the Territory or in any case in which it is aware that the ultimate destinationof the product is outside the Territory.

3.3. Unless otherwise specifically agreed, via written authorisation, the Agent has no authorityto make contracts on behalf of, or in any way to bind the Principal towards third parties. TheAgent only solicits orders from customers for the Principal, who is free (save-as set forth in Article4.2. hereafter) to accept or to reject them.

3.4. When negotiating with customers, the Agent shall offer Products strictly in accordancewith the terms and conditions of the contract of sale which the Principal has communicated tohim. This is to ensure that orders by the customer conform to the Principal's terms and c<?nditionson prices, delivery times etc. See Annex II, §1, 2, 3 and 4, for the terms and conditions of thecontract of sale.

3.5. The Principal believes, due to the nature of its Products, that the Agent must purchase ademonstration unit for certain Products listed in Annex I, §1, to help with the promotion and saleof these and related Products in the territory. These Products and the terms under which they willbe purchased are laid out in Annex II §5.

3.6. The Agent is not entitled to receive payments on the Principal's behalf without priorwritten 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 ondeposit on the Principal's behalf.

3.7. The Agent shall be solely responsible for its own activities and the activities of itsemployees. However the Principal retains the right to refuse to work, directly or indirectly, withany 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 rejectionof the Orders transmitted by the latter. The Principal may accept or reject any individual Ordertransmitted 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 purposeof 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 hasbeen authorised to represent for the Principal for the entire term of this contract and for a periodof two years after.

5.2. The Agent may represent, distribute or manufacture any products which are notcompeting with the Products he has been authorised by the Principal to represent, provided heinforms the Flincipal in advance of such activity. However, the above obligation to inform thePrincipal does not apply if, in consideration: (i) the characteristics of the products which the Agentwants 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 amanufacturer who is a competitor of the Principal, if requested to do so by the Principal, providedthe 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 equipmentwhich may be competitive to the products of the Principal during the period of this agreement andfor a period of two years thereafter.

5.5. The Agent agrees to hold all the Principal's trade secrets and sensitive informationconfidential 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 onthe 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, whereappropriate, after-sale service, with all necessary means and personnel, in order to ensure thefulfilment of his obligations throughout the Territory under this contract.

6.2. The Principal will liaise with the Agent regarding advertising within the Territory, but theultimate decision and costs regarding such advertising shall normally be the responsibility of theAgent. Sharing of costs for advertising will be on a case by case basis and must be approved bythe Principal in writing. The contents of any advertising must be approved by the Principal whenmentioning 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 onrequest from the Agent.

6.3. The Principal will provide 25 copies of relevant product brochures / catalogues for eachProduct listed in Annex I, §1 in English to the Agent free of charge. Unless otherwise agreed theAgent 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 ofthe Principal's products within the territory.

The Principal shall endeavour as far as is reasonable to assist the Agent with electronic artworkand 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 mustbe approved by the Principal in writing.

6.5. The Agent is not authorized to advertise the Products or the Agent's activity as Agent ofthe Principal on the Internet without the Principal's prior written approval, which, however, shallnot 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 Agentmustmeetduringthetermof thiscontract. . .

Article 8

Sub-agents

8.1. The Agent will not engage a sub-agent to aid in his representation of the Principal withoutthe express written permission of the Principal. The Principal must be informed at least onemonth before any proposed engagement. The Principal will then decide whether the sub-agentcan be employed.

8.2. The Principal will not appoint any other agent, nor compensate any person, other thancompany employees or affiliates, to assist in the sales of Products in the Territory covered by thiscontract, 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 forthe 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 anyreasonable 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 thePrincipal. 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 amarket report on a monthly basis. These will contain updates on business .opportunities andfuture sales initiatives to be undertaken by the Agent. The Principal will provide -the Agent withtemplate 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 ofthe Agent, during the duration of this contract, will be referred in some form to the Agent. TheAgent 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 lawsand 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 thePrincipal.

Article 10

Financial responsibility

10.1. The Agent shall satisfy himself, with due diligence, of the solvency of customers whoseorders he transmits to the Principal. He shall not transmit orders from customers of which heknows or ought to know that they are in a critical financial position, without informing the Principalin advance of such fact. He shall, furthermore, give reasonable assistance to the Principal inrecovering 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, butfor the only purpose of identifying and advertising the Products, within the scope of this contractand 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'sones), in the Territory or elsewhere.

11.3. The right to use the Principal's trademarks, trade names or symbols, as provided forunder the first paragraph of this Article, shall cease immediately for the Agent, on the expirationor 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 theAgent's attention.

Article 12

Complaints by Customers

12.1. The Agent shall immediately inform the Principal of any observations or complaintsreceived from customers in respect of the Products. The parties hereto shall deal promptly andproperly 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 orundertaking the right to represent or market the Products within the Territory without writtenpermission from the Agent.

13.2. The Principal shall pass on all sales enquiries from within the Territory to the Agent. TheAgent is then expected to deal with these professionally and diligently. The Agent shall keep thePrincipal 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 willattend producUsales training held by the Principal from time to time, either at the Principal'sheadquarters orin the field.

14.2. The Principal shall inform the Agent without undue delay of his acceptance, refusaland/or non-execution of any business transmitted by the Agent.

14.3. The Principal shall keep the Agent informed of any relevant communication withcustomers in the Territory.

14.4. If the Principal expects that his capacity of supply will be significantly lower than thatwhich the Agent CJuidnormally 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 theProducts listed in Annex I, § 1, which are made during the life of this contract to customersestablished in the Territory.

15.2. On a case by case basis a reduced commission may'be agreed in advance between thePrincipal and the Agent in appropriate circumstances where a customer is to be granted terms orconditions which are more favourable than the Principal's standard conditions.

15.3. Unless otherwise agreed in writing, the commission covers any expenses incurred by theAgent in fulfilling his obligations under this contract (such as telephone, telex/fax, office, travelexpenses, 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 eftedlvesales price (any discount other than cash discounts being deducted) clear of apy adctirionalcharges (such as packing, transportation. insurance) and clear of all tanffs or tax'.::svalueaddedtax andcustomsduty)of any kind,providedthatsuchadditlona!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 undereach Order placed on the Principal after full payment by the customer of the Principal's invoicedprice. Provided the customer's payment has been received by the Principal and the Principal is inagreement with the amount of commission outlined in the Agents invoice, then the Principalundertakes to pay the Agent its commission not later than the last day of the month following thedate 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 anycommission until full payment for the whole of the contract value has been received by thePrincipal.

16.3. Should any governmental authorisation (e.g. due to exchange control regulations in thePrincipal's country) be necessary for the Principal to transfer abroad the commission (or of anyother sum the Agent may be entitled to receive), then the payment of the amount shall be madeafter such authorisation has been given. The Principal shall take all necessary steps for obtainingthe above authorisations.

16.4. Except as otherwise agreed, the commission shall be calculated in the currency of thesales 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'saccount.

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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 andnot accepted by the Principal.

17.2. If a contract made by the Principal as a result of orders transmitted by the Agent is notthereafter put into effect, the Agent shall be entitled to commission unless non-performance of thecontract 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 Principalwishes the Agent to continue to represent it within the territory this may only occur via theprovision of a new agreement from the Principal to the Agent and the Agent's acceptance of saidnew agreement

18.3. The contact may be terminated by either party by notice given in writing not less thanninety days in advance.

Article 19

Unfinished business

19.1. Orders transmitted by the Agent or received by the Principal from customers establishedin the Territory before the expiry or termination of this contract and which result in the conclusionof a contract of sale not more than three months after such expiration, shall entitle the Agent tocommission.

19.2. Upon expiry or termination of this contract, the Agent shall provide the Principal within aperiod of fourteen (14) days, a list of outstanding business opportunities within the territory, forreview and acceptance, for purposes of providing commissions to the Agent. Such commissionsshall 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 listwithin a period of 3 months of expiry or termination of this contract, subject to such orders beingaccepted by the Principal and payment for such contracts of sale being received. Orders receivedfrom customers r,ut identified on said list are not commissionable. No other territory credit iscommissionable after termination.

Article 20

Earlier termination

20.1. Each party may terminate this contract with immediate effect, by notice given in writing, incase of a substantial breach by the other party of the obligations arising out of the co'ntract, or incase 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 contractresulting in such detriment to the other party as to substantially deprive him of what he is entitledto expect under the contract, shall be considered as a substantial breach for the purpose ofArticle 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 circumstancesfor the purpose of Article 20.1.

20.3. Any failure on the part of the Agent to respond to requests for information from thePrincipal or failure to adhere to the specifications laid out in Article 9, as well as requests forinformation related to the status of pending payments or other accounting information shall alsobe 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 asexceptional circumstances which justify the earlier termination by the other party: bankruptcy,moratorium, receivership, liquidation or any kind of composition between the debtor and thecreditors, or any drcumstances which are likely to affect substantially one party's ability to carryout his obligations under this contract.

20.5. The contract may also be terminated by the Principal at it's discretion with immediateeffect 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 asubstantial change in the Agent's organisation or staff occurs which the Principal believes willunfavourably affect the Agent's ability to maintain sales levels or service coverage. This shallinclude loss of a key individual or failure to provide, in the Principal's opinion, effective coveragein a portion of the territory.

20.7. The contract may also be terminated with immediate effect by the Principal at itsdiscretion if within the first 6 months of the start of this contract the Agent has not achieved atleast 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 ,ssubsequently determinEodby arbitration or court judgement that such early terrmnation was notjustified, the termination will nonetheless be effective, but the other Party wi!! be entiti8(j todamages for the unjustified early termination. In the case of the Agent being the mjured Partvthen the Agent shall be entitledto damagesfor the total numberof monthsfrom the 'iate oftermination 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 tosales of the Product's listed in Annex 1 during the previous financial year and O1u:tiplvingthis ,. ,the total numberof monthsfromthe dateof terminationto the expirydateof n18 COlit. act h thecase 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 alladvertising material, documents and samples which have been supplied to him by the Principaland are in the Agent's possession. -

21.2. Upon expiry or termination of this contract the Agent shall immediately and foreverthereafter 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 returnedto the Principal, after receipt of the Principal's written request and at the Agent's expense, all theequipment 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 isa 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 anddisputes arising in connection with the Articles of this contract to the attention of the other at anytime without prejudice.

22.2. Under this contract the offices and facilities of either party shall be available at all timesfor the prompt and effective adjustment of any and all such differences, via mail, telephone, orpersonal 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 areunable to resolve to their mutual satisfaction, may be litigated or otherwise resolved in anyNOlihern 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, theremainder 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 orevent 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 warhas 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 andbeyond its control.

23.2. None of the Parties -shall be obliged to terminate a strike or lock-out on termsunacceptable to it, in its sole discretion.

23.3. When the force majeure event ceases the Parties shail resume their responsihilitiesunder this contract within seven business days, or, if this is impossible, the Parties shail resumesuch responsibilities a~ soon as reasonably and commercially possible. An event of forcemajeure shall not release a Party from timely performance of its financial obligations to the otherin 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 contractto 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 orparts of Annexes which have not been completed will be effective only to the extent and underthe 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 theAgent and the Principal, whether written or verbal, and makes the terms of said previouscontracts null and void.

Article 28

28.1

Notices in relation to this contract

A notice shall be deemed to have been duly given:

. 10 (ten) days after posting, if posted by registered post to the Party's physicaladdress;

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 byregistered 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 anyConfidential Information (as contemplated in Article 30.2 below) as disclosed to it by the otherParty.

30.2. "Confidential Information" means various trade and technical secrets belonging to theother Party and any other information which has been supplied to the other Party with anindication that it is confidential, provided such information is not in the public domain andinformation which is already known.

30.3. The Agent agrees to hold all the Principal's trade secrets and sensitive informationconfidential during the term of this contract and for three years after the date on which thecontract 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 thePrincipal's technology or be involved directly or indirectly in the development of any product whichis 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 hasbroken any of the confidentiality clauses contained within this contract.

30.6. Upon expiration or termination of this contract (for whatever reason) the Agent shallsurrender 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 suchinformation.

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

Both parties have accepted all of the above Articles and agree that along with the attachedAnnexes 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:

Sign Initial:

Print Name:

Position:

Date:

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Date: 31'O\'C£i ~

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

Please Note: Two unsigned copies of this contract shall be posted or emailed to theAgent by the Principal. The Agent should then sign, date and initial both copies asinstructed herein and should return both copies to the Principal by post or courier. ThePrincipal shall then sign, date and initial both copies and return one copy to the Agent bypost or courier whilst retaining the other copy for its records. No contract shall be formedbetween 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

Prices exclude all federal, state, or local taxes, and therefore prices set forth in any quotation aresubject to increase in the amount of any such tax (excluding tax on net income) that the Principalmay 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 statedotherwise 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 authorisationof the Principal and the Agent must have written approval from the Principal for all discounts itmay offer. If this written approval has not been provided then the Principal reserves the right toreject 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 theprovision of a written quotation to the Agent. Any such quotations made directly to the Agent bythe 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 Principalwhich are not listed above, then this may only be achieved via the issuing of a formal written letterby the Principal detailing said additional products. Any such letter made directly to the Agent bythe 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 territorieswhich are not listed above, or that a change to the territory of operation will occur, then this mayonly be achieved via the issuing and acceptance by both parties of a new Agency contractbetween the Principal and the Agent.

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SI no Products Price- Ex-works

1 Transport X £ 24,000

2 Transfix £ 25,000 I3 MiniTrans £ 15,000

II

--l4 MultiTrans £ 38,000

5 Perception £ 5,000

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 Creditpayable at sight, to most customers within the Territory,

However, at its discretion the Principal reserves the right to offer other payment terms to certaincustomers if requested.

Unless otherwise stated on a quotation, all deliveries of Products shall be made Ex-WorksPrincipal's Factory, Lisburn, United Kingdom (Incoterms 2000) and risk of loss or damage of suchProducts shall transfer to the Customer once the Principal has presented the Products forcollection 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 beenpreviously 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 topurchase a Product from the Principal. The Customer is agreeing to abide by the terms of saleand 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 Agentwill make only such commitment, warranty or guarantee in connection with Orders as thePrincipal may expressly authorise in writing,

Orders may be directed to a different entity at the request of the Principal. For example, if anagreement is reached to manufacture eql,Jipmentat another location or geographical area otherthan that stated above, then the customer may purchase from this entity at the request of thePrincipal.

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Once an Order has been accepted by the Principal, the Principal will be solely responsible for thedesign, development, supply, production and performance of the Product according to the detailscontained within the said Order. Any modifications made to the Order after its initial acceptanceby 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 a12 month period commencing on the date of shipment of the Product to the Customer. Copies ofthese '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 3for the listed products via the provision of a written quotation to the Agent. Any such quotationsmade directly to U-,eAgent by the Principal shall be considered binding under the terms of thiscontract. .

Although detailed, these Terms & Conditions are not all encompassing and the Principal reservesthe right to amend these Terms & Conditions and/or to stipulate additional Terms & Conditions forcertain Customers, provided that these amendments and/or additions are provided in writing tothe 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 offersuchequipmentto the Agentat a discountof 40(:0 of thesale 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 themost 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 undertakf3sfor 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 followingproducts and companies, directly or indirectly, at the time of the conclusion of the presentcontract:

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Product: On behalf of:

insert Productls Insert manufacturer

ELECTROMAGNE:TICCLUTCHES,GEARE' STROMAG AG GERMANY

COUPLINGS, LIMIT SWITCHES

kelman

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 underArticles 15 and 16 of this contract.

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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

kelman

ANNEX VI

SHARE HOLDING AND CHANGE OF CONTROL, OWNERSHIP AND/OR MANAGEMENT INTHE 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:

-~---,

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

G.vASUDEVAN CEO PROPRIETORSHIP COMPANY-~

I

V.SHANKAR COO ~--~IiII

§ 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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