MEMORANDUM OF UNDERSTANDING

THIS AGREEMENT made on this ( .07.2013) Bangalore BETWEEN M/S. CCC (Hereinafter referred to as First party) OF THE FIRST PART AND M/S. aaa OF THE SECOND PART

day of July Two Thousand Thirteen

Whereas the party on the First part is a private limited Company incorporated under the Indian Companies Act, 1956, registered with Registrar of Companies at Bombay. The First party is a pioneer in Aluminum door, Window, Structural glaring and related accessories. AND the First party has carried out Metro work worth several millions and facades of some of the landmark buildings bear the expert craftsmanship adopting impress growth plans, latest technology, vast experience & a state of Art manufacturing unit. AND WHEREAS by reason of a uniform business format or system and high standards of quality and service, First party has established an excellent business reputation, created a substantial demand for its products and services and build up valuable goodwill; AND WHEREAS the Second Party which is also into the business of Aluminum doors, windows, structural glazing and related accessories and is desirous of acquiring from First party the right and license to operate a business utilizing the business format, methods, specification, standards,

operating procedures, trade marks and upon the terms and conditions hereafter set forth. NOW THEREFORE this Agreement witnesseth that in consideration of the mutual covenants and agreements herein contained the parties hereto do hereby covenant and agree with each other as follows: 1.1. The terms of this agreement shall be for a period of---------------------years commencing with effect from ---------------------------------------(hereinafter to be referred as the Effective Date) and ending on--------(the Term). FIRST PARTY and the SECOND PARTY amicably shall have the option to renew this agreement and shall be exercisable at least Two months prior to the expiry of the Term. In the event, this Agreement shall be renewed on term and consideration as decided by the parties to this agreement so as to accommodate future growth and uncertainties. Either party shall have the right to terminate this agreement, upon providing written notice of their intention of termination at least One month prior to termination without bearing any liability so assigning any reason whatsoever. CONSIDERATION: In consideration of FIRST PATY granting to the Second party a nonexclusive right to operate a Business, and a non-exclusive licence to use the System and Marks solely and exclusively in the operation thereof for a period of years in accordance with the terms and conditions stated in this agreement, the SECOND PARTY shall pay --------------------- The consideration will be payable with effect from ------------------------3. TECHNICAL AND OPERATING ASSISTANCE: The FIRST PARTY shall provide to the SECOND PARTY, technical support from the beginning to end of the Project and also, supply

1.2.

required materials, goods and accessories necessary for completing the Project. 4. Operating Assistance: During the term of this Agreement, FIRST PARTY shall furnish to the SECOND PARTY such continuing advice and guidance as is from time to time reasonably required by the SECOND PARTY with respect to the planning, opening and operation of the Business, including consultation and advice regarding: (a) (b) (c) (d) (e) selection, purchasing, stocking and display of Products and supplies; hiring and training of employees; formulation and implementation of advertising and promotional programs; establishment and maintenance of administrative, book keeping, accounting, inventory control and general operating procedures; and Improvements to the system, including new product development; and financial advice and consultation.

4. OPERATION OF BUSINESS 4.1 The SECOND PARTY shall forward the offer letters to the FIRST PARTY for preparing a quotation and intimating the same to the SECOND PARTY within a reasonable time. The FIRST PART agreed to support the SECOND PARTY in its extensive business field of structural glassing by providing the requisite technical persons to finalize the orders performance of which is beyond the reach of the SECOND PARTY. The SECOND PARTY shall carry on orders of small and medium scale and in case it receives orders of a large scale the SECOND PARTY shall forward the same to the FIRST PARTY subject to amicable terms and conditions between the parties. The SECOND PARTY shall pay certain amount as Royalty (profit sharing) to the FIRST PARTY in consideration of the services rendered by the FIRST PARTY. HOWEVER, the Royalty (profit sharing) will be decided by mutual consent of both the parties on a project to project basis.

4.2

4.3

4.4

5. (1)

ADVERTISEMENT The SECOND PARTY shall have the right to conduct such advertising and promotions in respect of the Business as the SECOND PARTY shall, in its reasonable discretion desire, provided that: the SECOND PARTY shall advertise and promote only in a manner that will reflect favourably on FIRST PARTY, the SECOND PARTY, the Products and the good name, goodwill and reputation thereof; the SECOND PARTY hereby acknowledges that FIRST PARTY is the sole and exclusive owner of all copyrights that any and all advertising and promotional material prepared by or on behalf of FIRST PARTY and shall at all times remain the property of FIRST PARTY; and the FIRST PARTY shall include the name of the SECOND PARTY in their website for advertising and marketing purposes. the FIRST PARTY shall have no objection to the use of logo, title, address of the FIRST PARTY on the SECOND PARTYS Visiting Card, Letter heads etc.,. MARKS No Permanent Interest Neither this Agreement nor the operation of the SECOND PARTYS Business shall in any way give the SECOND PARTY any interest in the Marks except for the right to use the Marks in accordance with the terms and conditions of this Agreement. The SECOND PARTY shall not use the Marks in any manner calculated to represent that it is the owner of the Marks. Neither during the term of this Agreement nor at any time after expiration or termination hereof, shall the SECOND PARTY, either directly or indirectly, dispute or contest the validity or enforceability of the Marks, attempt any registration thereof, or attempt to dilute the value of any goodwill attaching to the Marks. Any goodwill associated with the Marks shall ensure exclusively to the benefit of FIRST PARTY.

(a)

(b)

(c) (d)

6.

7.

SALE, ASSIGNMENT, TRANSFER

The SECOND PARTY shall not sell, assign or transfer this grant and/or the rights and interest under this Agreement.

8.

FORCE MAJEURE In the event that any party hereto is delayed or hindered in the performance of any act required herein by reason of strike, lock-outs, labour troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such party, then performance of such act shall be excused for the period of the delay and the period for performance of such act shall be extended for the period equivalent to the period of such delay, up to a maximum of three(3) months. The provisions of this section shall not operate to excuse the SECOND PARTY from the prompt payment of any fee or other payment due to FIRST PARTY pursuant to the provisions of this Agreement.

9.

JURISDICTION OF THE COURTS All disputes arising under or out of this Agreement or in any way connected with this Agreement shall be subject to the jurisdiction of the courts of --------------------------.

IN WITNESS WHEREOF, the parties have this------- day of ---------------------caused their respective seals to be affixed on this Agreement. SIGNED, SEALED AND DELIVERED For FIRST PARTY For SECOND PARTY

(Authorized Signatory)

(Authorized Signatory)

IN PRESENCE OF 1.

2.