CONTRACTUAL AGREEMENT WITH MEMORANDUM OF UNDERSTANDING

This agreement is entered into on this 14th day of October Year 2011 at________________ By and between: Shree Chemfood Pvt. Ltd., a company incorporated under the Companies Act, 1956 and having registered office at Gandhidham hereinafter referred to as the company (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) and the FIRST PARTY; Spirit Webtech Insight Pvt. Ltd., a company incorporated under the Companies Act, 1956 and having registered office at 401, Ridhi Sidhi Tower, Near S.K Soni Hospital, Sikar Road, Vidhyadhar Nagar, Jaipur hereinafter referred to asthe Distributor (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) and the SECOND PARTY; Collectively called as the FIRST PART AND Quality Marketing & Exports Corporation. (Rajasthan) Hereinafter referred to as the Dealer and the THIRD PARTY, called as the SECOND PART. WHEREAS the company is engaged in the manufacture of Salt and salt products and WHEREAS the distributor has been appointed as sole selling agent having exclusive right to sell, canvass for, secure orders and push sale of the salt and salt products manufactured by the company in North West region in India as per the agreement signed between them as on 13-10-2011 and WHERAS the dealer is desirous of taking dealership of companys products in its region

AND WHEREAS the parties of the FIRST PART and the SECOND PART recognize the necessity to synergies and mutually co-operate to expand business and having decided to work upon such terms and conditions as agreed in the agreement, and are desirous of entering into the Agreement on such terms and conditions as hereby agreed by and among the parties hereto. Whereas, for dealing in salt and salt products (hereinafter referred to the Products) belonging to the company, the Dealer has shown its willingness to accept dealer of companys products in the markets of Rajasthan State. And the First Part has agreed to do business with the Dealer / Third Party as per this agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. This agreement is effective from the 1st of April 2012 for a period of one year.

This agreement may be renewed after mutual agreement between the Company and the Dealer.
2. The Dealer shall keep at least 30 days inventory with them to meet the

market requirement.
3. That the products will be supplied to the Dealer on the basis of FOR to his

warehouse/ Godown at .as per the agreed prices. A margin of __________ will be offered to the Dealer. Terms of payment will be advance payment. The Dealer will handle tax elements. Order should be placed 30 days in advance.
4. Dealership Security deposit shall amount to Rs. 1, 00,000/- which will be

interest free, along with 6 blank checks at the time of finalization of agreement to be given to the Distributor. That this security amount can be amended by the First Part. 5. That the minimum capacity of the godown in which goods will be supplied should be 250 MT. That the company will dispatch the goods only on receipt of payments and F form or any other form as applicable for sales tax etc. If the goods are dispatched on good faith without receiving the forms, the Dealer shall be liable for any taxes due, if any.
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That the company will ensure of regular supply of the products to the Dealer based upon the projected indent submitted by the Dealer to the company. However, for any reason beyond its control, if there is irregular supply or no supply, the company will not be held responsible. The Dealer is also responsible to maintain and keep sufficient stocks at his godown as per the requirements of the market.
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That the Company pricelist to be provided from time to time to facilitate finalization of rates. The Company from time to time will provide schemes as required. The Dealer will be responsible for appointment of Dealers/Wholesalers, Retailers as required to cover the entire market assigned to them. The Dealer will provide credit in the market at its own risk.
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The Second Party herein called as the Distributor may retain the amount or part thereof, so collected in form of securities and/or any such amount, from dealer/ wholesalers/ retailers etc., by whatever name called, under this agreement for its expenses, or can remit it to the company as mutually decided and under a separate agreement by all the parties.
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10. The responsibilities of the distributor which includes among others, the following: a) To carry-out branding, marketing and all types of advertising and business promotion activities, b) To carry-out all sales and after-sales activities of all products covered under this agreement, c) To appoint and remove staff, personnel, vendors and other such persons, d) To duly pay all applicable taxes and obligations and comply with all legal requirements from time to time in respect of the said agreement, e) To carry out such actions, activities, decisions etc not specifically mentioned herein but necessary for attainment of main objects and terms and conditions of this agreement, f) To settle, pay, receive, acknowledge, admit or otherwise dispose off amount and matters with debtors, creditors, receivables, payables, assets, liabilities in respect to the matter and products related to the company, as per the consent/ approval/ instruction of the company. The dealer shall not sell any article at a price less than the one marked thereon by the company or fixed in respect of the article by the company from time to time.
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That the company shall be providing the dealer with two marketing executives to enhance the sale of its products and would be giving full cooperation and support in its capacity for marketing the companys products.
12. 13.

That any new order placed by the dealer shall be against PDC or DD. That the payment of freight expenses should be on first priority.

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The dealer shall take reasonable care of the goods supplied by the company and in case of any theft or destruction thereof, it shall make a report to the police in case of a cognizable offence having been committed in respect thereof and forward a copy thereof to the company or submit a report in respect thereof within three days of the occurrence or its cognizance by the dealer. The dealer shall assist the company in the apprehension of the offender, if any. In the event of the company making a claim for compensation or otherwise from any insurance company the dealer shall assist the company as if the dealer was himself the assured. That the targets on sales will be fixed from time to time based on the market feedback. However, the Dealer has to make achievement of logical and reasonable sales in the market assigned to them. At time of this agreement the target agreed upon is 2000 MT per month.
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That it has been agreed that company agrees up to 7% as Dealer margin on the sale in his territory.
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Any clarification/ dispute regarding the companys products sold should be mutually clarified by all the parties.
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That the Dealer shall have the advantage of dealing with our other products in future on the same terms & conditions.
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20. This agreement and MOU constitutes the entire agreement between the parties with respect the subject matter hereof an supersedes all previous proposals, both oral and written negotiations, representations, commitments, writing and all other communications between the parties if not released, discharged, changed or modified except by an instrument in writing signed by a duly authorized representative of each of the parties. Each of the parties will not do or cause to be done any act or omission of commission, which would cause nuisance or annoyance to the other and assure
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each other to discharge their obligations mentioned herein above.

22. That electronic media publicity like cable TV Ads, Audio, F.M, AIR/ Print

Media etc shall be provided by the company depending upon the off take of Dealer from time to time.
23. That the Dealer shall ensure the regular and timely supply of products to the

Market in his/her territory (Rajasthan).

24. That the Dealer will stock the goods with proper inventory and shall keep

stock register and other such books of accounts as prescribed by the law.
25. That the Dealer shall ensure safe & sound storage of goods so that goods

may not be damaged or stolen.

26. That the Dealer will get the orders from other sub dealers along with cheque

of D.D. He/She will supply the goods to dealers and send the cheque / D.D. to the company along with a forwarding letter.
27. That the Dealer will display a sign board of the company where stocks are

lying.
28. That a certificate of association will be awarded to the Dealer to hang/display

in their office. 29. That this agreement can be terminated by either of the parties on three months written notice to do so and the claims if any, will have to be settled within the notice period of three months from either of the parties.
30. That the Dealer shall not deal with any competitors products during the

currency of this agreement. 31. That any of the above terms may be carried, altered or added to, by mutual consent of all the parties, here to be either expressed or implied from the conduct.
32. That on the expiry of the agreement or in the event of termination of the

agreement the company will make the payment of security amount (Good will money) within 45 days after deducting any balance due. The interest free security deposit, as agreed by both parties in this agreement, will be as agreed in this agreement.

33. That all disputes are subject to Gandhidham, Gujarat, Jurisdiction only.

Arbitration clause will also apply.

IN WITNESS HEREOF THE PARTIES HERETO have set their hands and signed this agreement on this 14th Day of October 2011 as mentioned above in the presence of the following witnesses. Signed and delivered by,

SHREE CHEMFOOD PVT. LTD.

Authorized signatory

SPIRIT WEBTECH INSIGHT PVT. LTD.

Authorized signatory The within named First Party and Second Party of the First Part Signed and delivered by,

Quality Marketing & Exports Corporation

Proprietor The within named Second Party of the Second Part

Witnesses: 1._________________________________ _________________________________

_________________________________ _________________________________ 2. ________________________________ __________________________________ __________________________________ __________________________________