1204 MODEL MEMORANDUM OF COMMITMENT, INTENT AND UNDERSTANDING This is a Memorandum of Commitment, Intent and Understanding (MOCIU) between

the following parties: (A) OPPORTUNITIES (I) LTD., 123, WELL KNOWN ST., EVERPAYNAGAR - 456 789 INDIA Hereinafter called Indian Party (B) EXPLOITATION WERKE GMBH HITLER STRASSE S.S. 1112 13, BERLIN Hereinafter called German Party 1. ENTITY ARTICLE: a) The Indian Party is a distinct legal entity in India, registered as a private body corporate under the Companies Act. The German Party is a distinct legal entity in Germany, registered as a body corporate under the appropriate law of Germany. Both parties are competent under the laws of the respective countries to enter into commercial contracts and agreements. The signatories to this MOCIU are competent and authorised to bind both the parties in their commitments to each other.

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ASSERTION ARTICLE: a) Both the parties have been in the field of Developing, Manufacturing and Selling of industrial products including _ _ _ _ _ _ _ _ _ _ _ _ _ _of various types and kinds. They have been doing so for the past several years in their respective countries. Over a period of years they have invested substantial amounts of money in Land, Plant & Machinery, Technology, Technical Know how, Training, Marketing and in other related areas. They have been selling their products successfully in their respective countries and also abroad for the past several years. There are several common products such as _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ which both the parties have been already manufacturing and selling in their respective countries and also abroad.

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-23. DECLARATION ARTICLE: a) Both parties are of the opinion that mutual cooperation and assistance would be beneficial to the parties commercially. Both the parties want to explore development, manufacture and sale of new products or products under development by either party with the assistance of the other party. Both the parties want to improve and enhance the sale of products already being manufactured by either or both of them in their respective countries and abroad.

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OBJECTIVE ARTICLE: a) One objective of this MOCIU is to formalise trade arrangements to enhance the market for products already being manufactured by both the parties. Another objective of this MOCIU is to formalise development, manufacturing technology transfer, and marketing assistance mutually for products new to one of them or both of them.

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PROCEDURE ARTICLE: a) For products already being manufactured by the Indian Party, German Party will assist in expanding the overseas market. For this above purpose a separate Agency agreement would be entered into between both the parties, broadly based on the International Chamber of Commerce Model Commercial Agency Contract (ICC 496).and Model Non-disclosure agreement (ICC 619) If the German Party want to be the distributor also, the same will be as per a separate Distributorship agreement, broadly based on the International Chamber of Commerce Model Distributorship Contract (ICC 518).

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d) If either party wants to import the products of the other party, the same will be at mutually negotiated prices under separate international sale contracts, broadly based on the International Chamber of Commerce Model International Sale Contract (ICC 556). e) If franchising issues are agreed to, the same will be by a separate agreement broadly based on the International Chamber of Commerce Model International Franchising Contract(ICC 557) 6. TRANSFER OF TECHNOLOGY ARTICLE: a) Transfer of Technology under this MOCIU covers only those products which are being manufactured by only one of the parties as on this date and products which may be developed by either party in the future.

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-3Transfer of technology includes supply of the following without limitation * Technical and engineering information and know how * Specifications, Drawings, Sketches, Designs, Photographs * Details of layout of works including details and specification of machinery * All other forms of recorded information, technique and design in making of jigs, tools, dies, patterns and moulds and establishment of quality and process norms, systems etc. The consideration, method of payment, territorial jurisdiction and other relevant issues for the transfer of technology would be mutually agreed upon between the parties by a separate contract. Such contract will be broadly based on the UNIDO (United Nations Industrial Development Organisation) Models for foreign collaboration.

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APPLICABLE LAW & JURISDICTION: a) For supply of goods by either of the parties to the other or to anyone on behalf of either of the parties, the applicable law will be that of United Nations Convention on Contracts for the International Sale of Goods, known as CISG of UNCITRAL. Terms of delivery for supply of goods will be governed by applicable Incoterms of ICC (International Chamber of Commerce) as on the date of despatch of goods. Court of Jurisdiction in so far as supplies from and to India would be that of Indian Courts. Applicable law & Court of jurisdiction in regard to any collaboration agreement between the parties will be that of India.

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DISPUTE SETTLEMENT: a) Any dispute arising out of this MOCIU and/ or other contracts between the parties will be settled as per the rules and procedures of Amicable Dispute Resolution Rules of ICC, failing which the Arbitration of International Chamber of Commerce ICC 581. The Law applicable for settlement of disputes through Arbitration and Conciliation will be as per provisions of the United Nations Convention on International Trade Law (UNCITRAL) incorporated in the Indian Arbitration & Conciliation Act 1996.

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FORCE MAJEURE: a) The ICC Force Majeure Clause and ICC Hardship Clause of the International Chamber of Commerce (ICC Publication No.650) is hereby incorporated in this MOCIU. All contracts in future between the parties will also be subject to the same Force Majeure Clause and Hardship Clause of ICC 650 unless otherwise specifically agreed upon.

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-410. MISCELLANEOUS ISSUES: a) This MOCIU stands automatically terminated if no commercial transaction takes place or commercial contract is entered into within 6 months from this date. Both parties are free to terminate this MOCIU by a written notice of 30 days time period. Any agreement, contract, commercial transaction in writing or otherwise entered into between the parties can be assigned by one party to any other third party or parties only with the written approval of the other party. This MOCIU while it exists, is binding on the legal heirs, assignees, subsidiaries, holding companies etc., of both the parties. Any structural changes of the legal entity of the parties such as re-structuring, amalgamation, merger, de-merger, acquisition etc., will not render this MOCIU invalid merely on such grounds. This MOCIU does not negate or affect the legal rights and properties already existing in the market of both the parties. Each party under this MOCIU will respect the other party's intellectual property rights and market good will and will do nothing detrimental or harmful to the other party's standing, reputation and legitimate rights.

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