DISTRIBUTORSHIP AGREEMENT

This Agreement entered into this st day of 2010 by KALPAVRUKSHA

PRODUCTS., a company organized and existing under the laws of REPUBLIC OF
INDIA, having its principal place of business at Timmaiha Garden, 60 feet road,
Nagadevanahalli, Bangalore 560056 (hereinafter referred to as "COMPANY ") and M/S
SHREE ENTERPIRSES, a company organized and existing under the laws of
REPUBLIC OF INDIA, having its principal place of business at381/3, 1ST Floor, Opp.
City Central Library Sampige road Malleshwaram, Bangalore 560003 (hereinafter
referred to as "DISTRIBUTOR")

WITNESSETH :

Article 1.0. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

“Intellectual Property” shall mean and include all property in any name,
signature, word, letter, numeral or any combination thereof, trademark, brand
name, service mark, trade name, design, logo, whether registered or not,
belonging to either Party;

“Offer” shall mean the offer of Free Holiday Voucher as gifted by COMPANY
to recipients.

“Free Holidays” means and includes 3 Days / 2 Nights stay available to a couple
and two children till the age of eight years at selected destination in Asia.

“Free Holiday Voucher” means Kalpavruksha Voucher for Free Holidays which
may be redeemed against free Accommodation.
 1.2 Except where the context requires otherwise, this agreement will be
interpreted as follows:

(a) In this Agreement headings are for convenience only and shall not
affect the interpretation of the covenants hereof.

(b) Where a word or phrase is defined, other parts of speech and

grammatical forms and the cognate variations of that word or phrase
shall have corresponding meanings.

(c) Words importing the singular shall include plural and vice versa.

(d) Words denoting one gender include the other gender.

(e) Any reference in this Agreement to a statutory provision includes that

provision and any regulation made in pursuance thereof, as from time to
time modified or re-enacted, whether before or after the date of this
Agreement.

1.3 APPOINTMENT
The COMPANY hereby appoints the DISTRIBUTOR as its exclusive distributor of the
products specified in the Discount Schedules, which are attached to and form a part of
this agreement. Note: We make it a rule to appoint one Distributor each District with the
exception of Bangalore District.

a. The COMPANY shall bear the expenses of the rent for the premises as identified
by the DISTRIBUTOR to a maximum of Rs. 5000 per month.
b. The DISTRIBUTOR shall bear the expenses of COMPANY appointed customer
care executives working at the above-mentioned premises.
c. The DISTRIBUTOR shall agree for deduction of the payment to these two
executives from his earnings or commissions. This would be maximum amount
of Rs. 13,000 per month.
d. The COMPANY shall pay upfront/reimburse the DISTRIBUTOR any amount
paid as DEPOSIT for the above-mentioned premise to a maximum limit of Rs.
25,000, within a period of three months from the date of signing of this
agreement.
Article 2. DISTRIBUTOR'S RESPONSIBILITIES
The DISTRIBUTOR agrees that so long as this distributorship is in effect it will :

e. The DISTRIBUTOR shall purchase at least Rs. 100,000 worth of the products
from the COMPANY per month.
f. The DISTRIBUTOR shall use its best efforts to develop business in, to promote
the sale of, and to sell the products covered by this agreement.
g. The DISTRIBUTOR shall maintain a sales organization, which actively solicit
the sale of products covered by this agreement.

Article 3. BUYER-SELLER RELATIONSHIP

The relationship between the DISTRIBUTOR and the COMPANY under this agreement
is intended to be that of Complementary Distributor. The DISTRIBUTOR and its agents
shall under no circumstances be considered to be agents or representatives of the
COMPANY.

3. OBLIGATIONS OF COMPANY

3.1 COMPANY shall supply Holiday Vouchers initially to DISTRIBUTOR for an offer.

3.2 COMPANY shall make all necessary arrangements to ensure effective redemption
of vouchers by the recipients as per the terms.

3.3 COMPANY shall honor all reservations made by the recipients. COMPANY
reserves the right to dishonor any booking stating the reasons as under:

a. Non receipt of full payment of Utility Charges or non-compliance of terms to use the
offer;

b. Non ‘full & final’ payment by DISTRIBUTOR to COMPANY within 30 Days from
the date of this agreement.

c. Force Majure.
In event that either Party hereto shall be rendered wholly or partly unable to carry out its
obligations under this Agreement by reason of causes beyond its control including (not
by way of limitation) fire, flood, unusual weather conditions, heavy rains, epidemics,
insurrections , riots or other civil commotion, war, enemy action, acts or demands,
requirements of the Governments in state or by other causes which it could not
reasonably be expected to avoid, then the performance of the obligations of either Party
or both as they are effected by such causes shall be excused during the continuance of
any inability so caused, but such inability shall as soon as possible be remedied.

3.4 All customers’ complaints / grievances / escalations / issues / claim shall be handled
by COMPANY, provided DISTRIBUTOR makes ‘full & final’ payment to COMPANY
as per the payment terms of this agreement.

3.5 COMPANY will manage and respond to any/all queries received from the recipients
immediately, politely and accurately.

3.6 COMPANY must ensure the completion of its obligation of the recipient to
accommodation as per his preferences. For any reason if this is not done, COMPANY
agrees to purchase the hotel accommodation at any applicable rate and complete its
obligation as per the issued voucher.

3.7 COMPANY will pay Rs.2000/- Cash Back on amount spent on food at the
confirmed destination by COMPANY. The amount of Rs.2000/- towards food expense
will be paid by Cheque in favor of the recipient on submitting of original bills of food
expenses. In case, recipient does not avail the holiday offer at the confirmed destination
due to any reason whatsoever, he/she will not be entitled for Cash Back offer. Customer
will also get complimentary Reebok Travel Bag MRP: Rs.599/- on availing this offer.

Article 4. TERMS OF SALE/ OBLIGATIONS OF DISTRIBUTOR

The prices, discounts and terms applicable to the purchase of the products at the date of
this agreement are set forth in the Discount Schedules, but these prices, discounts, and
terms shall be subject to change from time to time hereafter.

4.1 DISTRIBUTOR shall not give any verbal commitments to the recipients with
regards to reservations.
4.2 DISTRIBUTOR ensures COMPANY that all customers will get the Holiday Offer in
the form of Vouchers printed by COMPANY and issued to DISTRIBUTOR to gift to its
customers for a particular offer. No any other form to make the customer eligible for the
offer will be used by DISTRIBUTOR.

4.3 CONFIDENTIALITY

Both Parties agree to keep the terms of this Agreement along with any information
whether technical, business or otherwise that may come to the knowledge of the other
Party private and confidential.

Article 5. PAYMENT
The DISTRIBUTOR shall pay the price to the COMPANY before the date of the
shipment of the products by way of wire transfer/cash to the bank account of the
COMPANY.

Article 6. DELIVERY
Unless otherwise specifically provided in the Discount Schedules, delivery of the
products shall be F.O.B. BANGALORE, and the date of the bill of lading shall be taken
to be the date of delivery of the products. The COMPANY shall not be liable for delays
in delivery or failure to manufacture due to strikes, lock-outs, riots, civil commotions,
insurrections, wars, acts of God, operation of law or any other causes beyond its control.

Article 7. WARRANTY
The COMPANY warrants the DISTRIBUTOR that the products to be delivered on any
order will be the kind designated or specified. If it appears within six(6) months from
date of shipment by the COMPANY that the products delivered on any order are not of
the kind designated or specified, and the DISTRIBUTOR notifies the COMPANY
immediately, the COMPANY shall thereupon correct the defect or defects, at its option,
by sending a replacement(s).

7.1 INDEMNITY
The availability of hotel accommodation as per the issued vouchers is the sole
responsibility of COMPANY. DISTRIBUTOR shall not be liable to COMPANY,
Recipients or any third party for any consequences arising out of use of the Holiday
Voucher. COMPANY hereby indemnifies DISTRIBUTOR against any claims,
damages, losses suffered by it on accounts of the acts or omissions by COMPANY or its
employees, representatives, agents, associates that are in contravention to the terms of
this Agreement.

Article 8. CANCELLATION OF ORDERS

The DISTRIBUTOR may cancel any order placed only upon written notice and upon
payment to the COMPANY of reasonable and proper cancellation charges.

Article 9. CONFIDENTIAL INFORMATION

The COMPANY and the DISTRIBUTOR shall mutually treat as confidential all
information, reports and records pertaining to this distributorship.

Article 10. DURATION & TERMINATION

This agreement shall be effective for an initial period of one (1) year from the effective
date of this agreement, and shall be extended automatically for a period of one year
unless there is written notice from either party not less than thirty(30) days prior to
expiration date. This agreement shall continue in effect from the effective date hereof
until terminated as follows :

a. By an agreement in writing signed on behalf of the COMPANY by the CEO or a

CFO; or
b. By either party at will, with or without cause, upon three months' notice in
writing given by registered mail.
c. By the COMPANY upon one day's like notice if the DISTRIBUTOR assigns this
agreement, or any rights hereunder, without the COMPANY's prior written
consent or there is a change in the control or management of the
DISTRIBUTOR which is unacceptable to the COMPANY : or a draft drawn by
 the COMPANY on the DISTRIBUTOR is dishonored : or the DISTRIBUTOR
ceases to function as a going concern, or to conduct its operations in the normal
course of business.

Article 11. NO LIABILITY FOR TERMINATION

Neither the COMPANY nor the DISTRIBUTOR shall by reason of the termination of
this agreement be liable to the other for compensation, or damages either on account of
present or prospective profits on sales or anticipated sales, or on account of
expenditures of investments made in connection therewith, or on account of any other
cause whatsoever, provided, however, that such termination shall not affect the rights or
liabilities of the parties with respect to products previously sold hereunder or with
respect to any indebtedness then owing by either party to the other.

Article 12. SALE AFTER TERMINATION

The acceptance of any order for or the sale of any products to the DISTRIBUTOR after
the termination of the distributorship hereby created shall not be construed as renewal or
extension thereof, nor as a waiver of termination.

Article 13. APPLICABLE LAWS AND ARBITRATION

This Agreement shall be interpreted and construed in accordance with the laws of India.

Any claim, difference or dispute arising between the Parties as to meaning,

construction, interpretation or breach or non-fulfillment of term of this Agreement shall
be referred to arbitration, in accordance with the provisions of Arbitration and
Conciliation Act, 1996 or any statutory amendment thereof. The Parties hereto mutually
agree and confirm that the arbitration proceedings shall be held at BANGALORE only
and shall be adjudicated by a sole arbitrator to be appointed by mutual consent of both
the parties within the provisions of the arbitration act. For any judicial intervention in
the matter, and/or for the purposes of enforcing an award, the exclusive courts of
BANGALORE shall have jurisdiction in the matter. It is made clear that breach of
obligation of paying the dues i.e., cost of vouchers by DISTRIBUTOR to COMPANY
shall be outside the scope of Arbitration and COMPANY shall be entitled to initiate suit
for recovery for recovery of its dues.

13.1. MISCELLANEOUS

Both Parties shall act at all time with integrity and commitments to fair dealing and
shall not engage in any or deceptive trade practice.

No right and/or obligation arising from this Agreement shall be assigned, either in part
or whole except with the express prior written consent of the Parties.

IN WITNESS HEREOF THE PARTIES HERETO HAVE EXECUTED THIS

AGREEMENT, THE DAY, THE MONTH AND THE YEAR HEREIN ABOVE
WRITTEN.

Effective Date :

The COMPANY : KALPAVRUKSHA PRODUCTS.

Name : KESHAV
Title : CEO

The DISTRIBUTOR :SHREE ENTERPRISES

Name :K. G. Srinivas
Title :
PRODUCT PROFILE:

PACKAGE 1 - Enjoy holidays anywhere in Indian Hotels/Resorts - Rs.3300/-*

* Accommodation of 2Nights/3Days for a Couple and children below 8 years of age
Plus Reebok travel bag worth Rs 599/-(Five Hundred Ninety Nine Only) and
reimbursement of food bill of Rs. 2000/- (Two Thousand Only) –All this for an
unbelievable price of just Rs.3300/*

PACKAGE 2 - Enjoy holidays anywhere in Asian Hotels/Resorts - Rs.9900/*

* Accommodation of 3Nights/4Days for a Couple and children below 8 years of age
Plus Reebok travel bag worth Rs 599/-(Five Hundred Ninety Nine Only) and
reimbursement of food bill of Rs 2000/- (Two Thousand Only) –All this for an
unbelievable price of just Rs.9900/*

PACKAGE 3 - Enjoy holidays anywhere in Asian Hotels/Resorts - Rs.23100/*

* Accommodation of 4Nights/5Days for a Couple. Air tickets (2 return tickets). Plus
Reebok travel bag worth Rs 599/-(Five Hundred Ninety Nine Only) and reimbursement
of food bill of Rs 2000/- (Two Thousand Only) All this for an unbelievable price of just
Rs.23100/* Airport tax to be paid by customers at the time of boarding. (All taxes and
other fees extra as applicable.)
* Processing charges (250/- per night) are payable by our customers at the time of
booking. It includes Handling charges, Courier charges, and all taxes. (You will
receive Reebok travel bag worth Rs 599/-)

DISCOUNT SCHEDULES

TRANSACTION FEES PER MONTH (PACKAGE 1)

Enrollment Volume IDs Distributor Transaction Fee Per ID

0-499 Rs. 200

500-999 Rs. 225

1000-1999 Rs. 250

2000-3999 Rs. 275

More than 4000 Rs. 300

TRANSACTION FEES PER MONTH (PACKAGE 2)

Enrollment Volume IDs Distributor Transaction Fee Per ID

0-499 Rs. 225

500-999 Rs. 250

1000-1999 Rs. 275

2000-3999 Rs. 300

More than 4000 Rs. 325

TRANSACTION FEES PER MONTH (PACKAGE 3)

Enrollment Volume IDs Distributor Transaction Fee Per ID

0-499 Rs. 250

500-999 Rs. 275

1000-1999 Rs. 300

2000-3999 Rs. 325

More than 4000 Rs. 350