SERVICE AGREEMENT

THIS AGREEMENT made and executed at Mumbai this 8th day of February,
Two Thousand and Six BETWEEN Integreon Managed Solutions (India) Private
Limited, a company incorporated under Companies Act, 1956 hereinafter
referred to as “The Company ” (which expression shall unless it be repugnant
to the context or meaning thereof be deemed to include the its permitted
assignees) having its registered office at Trade Star, B Wing, 4th Floor, J. B.
Nagar, Andheri (East), Mumbai – 400 093, of the One Part AND M/s. Radiant
Hospitality Services, through its sole proprietor, Mr. Sheldon Simons
hereinafter referred to as “VENDOR” (which expression shall unless it be
repugnant to the context or meaning thereof include his heirs, executors,
sub-contractors, if any) of the Other Part.

WHEREAS the company is in the business of BPO and other software related
services AND WHEREAS the company is desirous of appointing VENDOR on
independent contract basis to provide representatives (hereinafter referred
to as “vendor representative/s”) for providing services at all its units in
Andheri and Powai (hereinafter referred to as “the said premises”).
“Services” shall mean such activities which shall include but not be
restricted to: Overall cleaning of internal as well as the external surrounding
area of the said premises, cleanliness of cloakrooms therein, Window
cleaning, Disposal of Garbage of the company and other incidental
activities, etc and on terms and conditions appearing herein below.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

VENDOR shall furnish at his own cost and expenses, the vendor
representatives on need basis from time to time as solely decided by the
company for Services as mentioned above.
2. The VENDOR will provide all the required equipment and material for these
activities.
3. It is the sole responsibility of VENDOR to ensure that his vendor
representatives are carrying out the above-mentioned job with complete
precaution, due care and safety. VENDOR shall also protect the said premises
and the company’s employees and be responsible for prevention from hazards
& damage to the company property. In the event of any default or negligence
or carelessness on the part of the VENDOR or the vendor representatives or
any damage is caused to the said premises, not only shall VENDOR be liable
for the same but the agreement shall also be terminated by the company
without any prior notice and the damages as reasonably quantified by the
company shall be recovered from VENDOR.

4. In event of any accident of any of the vendor representatives (for which no

fault is attributable to the company), VENDOR shall be held responsible for all
such compensation, liabilities & responsibilities towards the vendor
representative/s and the company shall under no circumstances be liable for
the same.

5. This agreement shall commence on February 8, 2006 and shall be valid till
January 7, 2007. However it shall be terminated by the company with or
without cause by earlier determination by giving one-month notice to VENDOR
for reasons including but not limited to breach of any of the terms and
conditions of this agreement or unsatisfactory performance by VENDOR or the
vendor representatives.

6. On the termination of this agreement at the expiry of the aforesaid period or

earlier determination of the agreement, VENDOR and his vendor
representatives shall remove themselves, from the said premises and vacate
and deliver peaceful possession of the allotted equipment and material in such
good condition on, as is where is basis.
 7. VENDOR shall obtain at his own costs and expenses all the necessary
permissions, licenses and clearances from appropriate authorities as required
for providing these services. In the event of any default by VENDOR, VENDOR
shall be liable for indemnifying the company to its complete satisfaction.

8. VENDOR shall also maintain and update all the statutory records and file
statutory returns as required under various labour laws and intimate all the
changes in the vendor representatives from time to time to the statutory
authorities.

9. VENDOR shall comply with all statutes/rules/regulations including but not

restricted to the following Acts and regulations with regard to the vendor
representatives:

a) Contract Labour Regulation and Abolition Act, 1970

b) Minimum Wages Act, 1948

c) Payment of Wages Act, 1936

d) ESI Act, 1948

e) EPF Act, 1952

f) Any other laws, as applicable.

10. It is the sole responsibility of VENDOR to deposit the statutory payments

with the statutory authorities within prescribed time and submit the
challans/receipts evidencing the said deposits for the vendor representatives
working in the company’s premises. In default of the above, the company is
entitled to set off and adjust such amount/s towards any dues to be payable to
the VENDOR for his services without affecting its other rights under contract or
in law or equity.

11. VENDOR understands and hereby agrees to indemnify and keep

indemnified the company from any claim/s, litigation/s, etc that may be raised
or filed by vendor representatives/ third parties/ statutory authorities.

12. All disputes or questions arising hereunder shall unless decided by mutual
agreement of the parties be resolved by referring to the Arbitration of
Director of the company or any person nominated by him. Such arbitration
shall be held at Mumbai and shall be governed by and shall be subject to
the provisions of the Arbitration and Conciliation Act, 1996 or any statutory
modification or re-enactment thereof for the time being in force in India and
the Arbitration Award shall be binding on the parties to the dispute.
 13. The company shall retain the original Service Agreement and VENDOR shall
retain the duplicate thereof.

VENDOR undertakes to provide Vendor representatives at the rates as

mentioned below at its own cost. :

WAGES BREAK UP

Statutory Obligation Amt(Rs.)Pe Amt(Rs.)P

r House er Team
Keeper Leader
Basic Wages 2347.00 2648.00
D.A 152.00 152.00
HRA 164.00 400.00
Conveyance Allowance 382.00 400.00
Washing Allowance 455.00 400.00
PF @ 13.61% on Basic +D.A 340.00 381.00
ESIC @ 4.75% on(Gross less Washing Allowance ) 145.00 171.00
MWF 6.00 6.00
Bonus @ 8.33% On Basic +D.A. 208.00 163.00
Leave @ 8.33 ( 3500/30 Days*21 Days/12 Months) 204.00 233.00
Labour Consultant/Admin/Uniform @ 15% on Gross 525.00 600.00
Cost To Company per Housekeeper/Team Leader 4928.00 5554.00

Currently seven housekeepers and one team leader is required at

Andheri Facility and ten housekeepers and one team leader is required at
Powai Facility. The company may change this number from time to time.
In addition to the above, the company shall pay to the VENDOR Rs.
5000/- (Rupees Five Thousand Only) for Andheri Facility and Rs. 9000/-
(Rupees Nine Thousand Only) for Powai Facility towards cost of cleaning
consumables and equipment. In addition to this the agency will charge a
management fee @ 10% on the total invoice and 10.2% service tax as
levied by the government. VENDOR may at his discretion, but without
any liability to the company, pay certain vendor representatives,
allowances/emoluments, as per Schedule B below. VENDOR shall also
pay to the Vendor representative’s medical and insurance benefits, as
required.
 Total Cost to Integreon
Particulars Andheri Powai
Amt Amt (Rs)
(Rs)
Statutory Payments Rs. 4928/- x 7 HK 34496.0 Rs. 4928/- x 10 HK 49280.00
0
Statutory Payments Rs. 5554/- x 1 TL 5554.00 Rs. 5554/- x 1 TL 5554.00
Cleaning Consumables 5000.00 9000.00
Sub Total I 45050.0 63834.00
0
Management Fee @ 10% 4505.00 6383.00
Sub Total II 49555.0 70217.00
0
Service Tax @ 10.2% 5055.00 7022.00
Total Cost to Andheri Facility 54610.0 Powai Facility 77239.00
Integreon 0

15.Notwithstanding anything to the contrary in this Agreement and any

documents signed/ prior or subsequent to this Agreement, the company’s
sole obligation/ total liability under this Agreement is to pay the amounts as
per the provisions of this Agreement.

VENDOR shall pay the vendor representatives their salaries on cheque

basis and also give monthly proof to the company of the salary
payments made to each of the vendor representatives. The company
shall withhold payments to the VENDOR, if the said proof is not provided,
and the VENDOR agrees that it shall be liable for such defaults as
regards to all statutory authorities. VENDOR will be solely responsible for
payments of all salaries/contractual amounts/statutory payments
including as mentioned in the below Schedules.

17.The parties are and shall remain independent contractors and nothing
herein shall be deemed to cause this Agreement to create an agency,
engagement, partnership, or joint venture between the parties. Neither
party shall have any authority to bind the other to any matter or
undertaking.

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and
seal the day and year first herein above written.

For Integreon Managed Solutions For Radiant

Hospitality Services
(India) Pvt Ltd
Prashant Chawla Sheldon Simons
Chief Operating Officer Proprietor