MANAGEMENT AGREEMENT

This Management Agreement is made on this ________________________ at Bangalore

(hereinafter referred to as the “Agreement”).

BY AND BETWEEN

Soch Apparels Private Limited, a company registered under the Companies Act,
2013, having its registered office at No 14, Bachammal Road, Cox Town, Bangalore
560005 India, representing through its authorized signatory Mr. Manohar D Chatlani
(hereinafter referred to as “First Party”, which expression shall, unless repugnant to
the context or meaning thereof, be deemed to mean and include its, representatives,
successors in interest, administrators and permitted assigns etc.,) of the One Part.
AND

__________________ a Partnership / Proprietorship Firm, having its head

office/registered office at
___________________________________________________________________________
__________________________________________________ represented by its
Managing Partner __________________________, S/F/W/o ____________, aged about
__________________________, residing at
___________________________________________________________________________
__________________________________________________________________________
(hereinafter referred to as “Second Party”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include its heirs,
representatives, partners. nominees, executors, successors in interest, administrators
and permitted assigns etc., as the case may be) of the Other Part.

Each party in the one and other part shall hereinafter also be referred to as "Party",
individually, and “Parties”, collectively.

WHEREAS:

A. First Party is legally entitled to Leave and License rights and in complete control
and peaceful possession of the commercial space/store through
_______________________dated,_______________ executed by and between First
Party & ________________________________________________, situated at the
following locations:

1
 ________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(“Said Property”).

For the purpose of running a chain of apparel/clothing retail outlets under its
brand name ‘SOCH’ and /or any such other brand from the Said Property (“Said
Business”).

B. The Second Party is desirous of collaborating with First Party for improving the
retail outlet at the above mentioned Said Property and to guide the First Party in
managing the day to day operations of the retail outlet located at the aforestated
Said Property, and to achieve optimum efficiency, economy and profitability in
operations, for which the Second Party has agreed to invest a sum of Rs.
___________________/- (Rupees _________________ Only) including applicable
GST towards purchasing the Furniture’s, fittings and Interiors of the First Party
(hereinafter referred to as Capex investment) and a sum Rs._______________/-
(Rupees Only) towards stock deposit and Rs. _________________/-
(Rupees Only) towards security deposit, thus totaling a sum of Rs.
________________/- (Rupees ________________________ Only) (hereinafter
referred to as total investment)

C. The Second Party has represented that it has the necessary financial strength to take
over the said Business as envisaged in this Agreement and has considerable
experience and expertise in the management and operation of the retail
outlet/apparel stores and other incidental services.

D. The Second Party after having completely satisfied itself with respect to the
entitlement of the First Party, location and design, and specifications of the Said
Property has agreed to enter into a business relationship with the First Party by
making specified investments & acquiring infrastructure that is necessary for the
effective operation of the retail outlet at the Said Property. The Second Party shall
advice the First Party to manage, operate and run the operations of the said
Business at the Said Property, in the name of ‘SOCH’ or by any other name as
suggested by the First Party from time to time, subject to the terms and conditions
hereinafter set out.

2
E. The Parties, in order to give effect to the above, and to avoid any future dispute,
have mutually decided to enter into this management alliance relationship and
record the terms and conditions of their agreement in writing.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND THE PARTIES

AGREE TO AS UNDER:

1. TERM OF THE AGREEMENT

1.1 This Agreement shall be for a period of 5 (Five) years at the first instance,
commencing from the date of _____________ and ending on ________________
(hereinafter referred to as the “Term”) unless terminated as provided herein
below.

1.2 At the end of the initial term, this Agreement may be renewed for a further period
on mutually decided terms and conditions between the First Party and the Second
Party.

1.3 However, after the expiry of the Term, the First Party shall pay the entire amount
of Stock Deposit, Security Deposit and Capex investment amount totaling to Rs.
________________________/- (Rupees Only) to the Second Party

2. OBLIGATIONS OF THE PARTIES

2.1 The entire routine operation of the retail outlet at the Said Property will be carried
out by the First Party or its nominated associates as per its own policies. The
obligations of the respective parties are laid down in the clauses stated herein
below:

2.2 The First Party shall ensure the overall and day-to-day management and co-
ordination of the retail outlet at the Said Property under the guidance and expert
advice of the Second Party.

2.3 Maintenance and upkeep: The Second Party at its own costs and expenses agrees
to maintain or improve the appearance and efficient operation of the Said
Property as and when required by the First Party to increase its customer footfall
or to comply with the First Party’s standards and identity. Refurbishing may
include:

3
 (a) Replacement of worn out or obsolete fixtures, furniture and sign boards;

(b) Substitution or addition of new or improved equipment, fixtures, furniture and

sign boards;

(c) Decor improvements and changes;

(d) Repair of the interior and exterior of the Said Property;

The Second Party will not have to pay/bear any additional expenses for the
above.

2.4 The Second Party shall be responsible for reimbursing the “Security Deposit” of
Rs. ___________________/- (Rupees ___________________Only) paid by the First
Party to the respective Lessor/ Landlord/Licensor for securing the Said Property
for setting up the retail outlet.

2.5 The Second Party shall maintain the secrecy of this Agreement during the Term
of this Agreement and even after the termination of this Agreement and shall not
disclose the details of stocks and sales and other information and/or trade secrets
relating to the Said Business etc., accessed by it during its association with the First
Party.

2.6 All salaries, wages, staff welfare, commissions, employee benefits and bonuses
payable to the staff, workers, managers, contractors, sub-contractors, vendors etc,
employed/working at the Said Property will be solely responsible of the First
Party. Also, the Provident Fund, ESI, payable to them, or on behalf of them will
be paid by the First Party.

2.7 All the rent, utilities & other expenses (like electricity, water, etc.) raised by the
Landlord/Licensor, concerned authorities with respect to the Said Property, shall
be borne by the First Party.

2.8 All sales at the Said Property shall be recorded at the point of sale and billing
system installed at the Said Property by the First Party. It is agreed between the
parties that all the billings including sales and purchases in respect of the Business
from the Said Property shall be done in the name of First Party.

2.9 All insurance policies in relation to all the assets fitted in the Said Property shall
be obtained by the First Party at its own cost.

4
2.10 The First Party shall be liable to pay, all utilities & all other expenses on actual
consumptions (like electricity, water etc.) on the basis of bills raised by the
concerned authorities.

2.11 The First Party shall be liable to file GST, TDS, income tax returns etc., and all
other statutory compliances/ requirements, fall solely in the scope of the First
Party

2.11 The Second Party acknowledges that it has conducted an independent survey of
the said business hereunder, and is satisfied in relation thereto. The Second Party
further acknowledges that no guarantee or warranty has been made to it, in any
manner whatsoever, regarding the scope of the business at the said Property or
the suitability or the profitability of the same.

3. BILLING, SALES, COLLECTION AND PAYMENT TERMS

3.1 It is agreed between the Parties that all the billings including sales and purchases
at the Said Property shall be done in the name of the First Party and the GST
number of the First Party shall be used.

3.2 In consideration of guiding the First Party for setting up and managing the retail
outlet at the Said Property, the First Party shall pay monthly Revenue Share @ 5%
of the Net Sales (excluding GST) on actuals to the Second Party (hereinafter
referred to as “Monthly Revenue Share”) OR the First Party shall pay the Second
Party 16% on total investment of Rs. _____________________/- (Rupees
Only) as Minimum Guarantee amount per annum, whichever
is higher (hereinafter referred to as “Yearly Share”). Both collectively Monthly
Revenue Share and Yearly Share referred to as “Management Fees”).

However, the monthly revenue share shall be paid in the succeeding month, based
on the sales of the preceding month on or before the 10th day of each calendar
month, effective from ________________. The Goods and Service Tax, if any, shall
be borne by the First Party. The yearly share shall be based on the investment of
the Second Party, and if there is any shortfall/difference in the monthly revenue
share and yearly share that shall be reconciled at the end of the Financial year and
the shortfall/differential amount shall be paid by the First Party within 30 days
from the expiry of the financial year.

5
 The Net sales for the purpose of determining the Monthly Revenue Share shall
mean all Sales from the Said Business after deduction of discounts, and all
applicable taxes imposed by concerned statutory Authorities on sales made to
customers from the above mentioned Said Property.

The payment of Management Fee by First Party under the terms of this Agreement
shall be subject to deduction of taxes and/or other statutory levies that are or
maybe imposed on such payments from time to time.

3.3 All the payments received from the customers by way of cash or credit and/or
debit cards from the operation of the retail outlet at the Said Property shall be
credited/ deposited into First Party's bank account under the name of “Soch
Apparels Private Limited” and the bank account shall be operated and controlled
solely by the First Party.

4. SECURITY DEPOSIT, STOCK DEPOSIT & CAPEX INVESTMENT.

4.1 The Second Party shall pay the First Party a sum of Rs. _______________________/-
(Rupees Only) as interest free refundable security deposit (“Security
Deposit”) and a sum of Rs.________________/- (Rupees Only) as interest
free refundable stock deposit (“Stock Deposit”) which shall be payable at the time
of signing of this agreement, out of the total agreed investment of Rs.
__________________/- (Rupees Only).

4.2 The Second Party shall pay an amount of Rs. ______________/- (Rupees
Only) including applicable GST, for Furniture & Fixtures, electrical fittings
(including any music systems if required), interior decoration, flooring & ceiling,
air conditioning units, cost of designing, consultant fees including the architect,
plumbing, signage’s, tiling’s, mannequins, standees, table talkers, computer,
video wall and all other relevant hardware’s (with legal and valid operating
software’s), etc. which shall be on account of Second Party.

5. TRADEMARKS

6
5.1 Second Party herein agree that all trademarks, brand and logo and all the related
intellectual property rights owned by the First Party herein shall belong to, and
shall continue to be owned by First Party. Without prejudice to the generality of
the statements made herein above, all First Party's trademarks, brands and logos
depicted collectively or otherwise in various forms and styles shall always be
owned by First Party and Second Party disclaims any right, title or interest in the
First Party's trademarks, brands and logos, in the event the First Party authorizes
Second Party to utilize its Trademarks in relation to the Business at the Said
Property.

5.2 The Second Party further acknowledges that all goodwill of the business
transacted under this Agreement and all rights therein belong to the First Party
and that it has no right to claim any compensation whatsoever, with regard to the
goodwill of the business transacted under this Agreement.

6. TERMINATION

6.1 First Party shall have right to terminate this Agreement without reason by issuing
30 days written notice to the Second Party, then in the event of such termination
by the First Party, the First Party shall pay all the amounts including Stock
Deposits, Security Deposit & Capex Investment totaling Rs.
______________________/- (Rupees Only) to the Second Party. In case if
Second Party terminates this Agreement by serving 30 days written notice to the
First Party, then in the event of such termination by the Second Party, the First
Party shall liable to pay the Stock Deposits & Security Deposit in full and the
Capex investment as per the clause 6.5 of this Agreement.

6.2 On the occurrence of any of the following events, the First Party shall be entitled
to terminate this Agreement forthwith:

a) If the Second Party engages in any conduct prejudicial to the Said Business or
the marketing of the product or services generally.

In Such an event of termination as aforestated, the First Party shall refund the
Security Deposit/the Stock Deposit in the manner mentioned in this
Agreement and the First Party shall not be obligated to remit Management Fee
as agreed under this Agreement. Further the First Party shall refund Capex
investment as per the clause 6.5. The Second party shall have no right in the

7
 Said Property at any point of time and shall not claim any compensation, in the
event of termination of this Agreement under this clause.

6.3 The parties hereby agree, that in case the Said Property is not yielding business &
not performing as per the expectation of the First Party and the First Party decided
to close down its business at the Said Property, then all the Stock Deposit, Security
Deposit and Capex investment amount in full totaling to Rs.
_____________________/- (Rupees Only) to be paid by the First
Party to the Second Party.

6.4 The Second Party understands, that in case the First Party’s Company dilutes its
shareholding or goes under amalgamation or merger or introduces a new investor
in the Company, then the First Party in its sole discretion may terminate this
Agreement at any time by giving 30 (Thirty) days notice to the Second Party,
without any obligation towards the Second Party.

6.5 The parties hereby agree, that in case the Second Party decides to terminate as per
the clause 6.1 or termination as per clause 6.2 before the expiry of the 5 (Five) years
Term period, The First Party agrees to refund the entire amounts of Security
Deposit and Stock Deposit. However, the Capex investment amount will be
refunded as follows:

(a) If termination occurs within 1st year, then First Party shall be entitled to refund
@ 80 % of the capex cost invested by the Second Party;

(b) If termination occurs within 2nd year, then First Party shall be entitled to refund
@ 60 % of the capex cost invested by the Second Party;

(c) If termination occurs within 3rd year, then First Party shall be entitled to refund
@ 40 % of the capex cost invested by the Second Party;

(d) If termination occurs within 4th year, then First Party shall be entitled to refund
@ 20 % of the capex cost invested by the Second Party.

(e) If termination occurs within 5th year, then First Party shall be entitled to refund
at the rate as mutually decided by the Parties.

8
7. EFFECT OF TERMINATION

7.1 Upon termination of this Agreement for any reason whatsoever, the Second Party
shall;

a) Cease to use and/ or exploit any Trade name, and the service name of the First
Party under its Brand owned by the First Party or any company related to it
and licensed to the Second Party in respect of the Said Business;

b) Forthwith cease to use any of the Trademarks belonging to the First Party and
to desist from using any trademark confusingly or deceptively similar to the
Trademarks of the First Party;

c) The First Party upon the expiration/termination of this Agreement shall refund
the Stock Deposits, Security Deposit and Capex cost investment as agreed
under this agreement. The furniture and fittings are unique and cannot be used
by the Second Party after the expiration/termination of the Agreement.

d) Upon expiration/ termination of this Agreement, the First Party shall not be
liable or responsible for any compensation, damages, fees etc. whatsoever, to
the Second Party.

8. MISCELLANEOUS

8.1 Assignment

The First Party may assign its rights and obligations under this Agreement to
any of its affiliate company/ group company/ associates/ sister concern/
successor in business/ interests and such assignee shall be bound by all the
terms and conditions contained in this Agreement. Further, the First Party shall
also be entitled in its sole discretion, to undertake its corporate restructuring/
change its status without any interference by the Second Party. Such corporate
restructuring/ change shall not affect/ alter the terms & conditions of this
Agreement and the Agreement shall continue as if no such change took place.
However, if the Second Party wishes to assign its rights and obligations under
this Agreement, it shall not be without the prior written consent of First Party.
The First Party reserves the right to refuse such an assignment/transfer without
giving any reason.

9
8.2 Entire Agreement

That this Agreement sets forth the entire agreement and understanding
between the Parties herein relating to the subject matter herein and merges all
prior discussions between the Parties relating to the said subject.

8.3 Amendment

No modification or amendment to this Agreement, nor any waiver of any rights

under this Agreement, will be effective unless in writing signed by both the
Parties. Any subsequent amendment(s) to this Agreement shall not affect the
validity or scope of this Agreement unless the same is mutually agreed upon
by the Parties in writing,

8.4 Force Majeure

Neither Party shall be held responsible for any consequences or liabilities under
this Agreement if it is prevented in performing its obligations under the terms
of this Agreement by reason of laws or regulations, action by any local body or
authority, local or otherwise, riots. insurrection, war, terrorist action, epidemic,
pandemic, acts of God and unforeseen circumstances beyond its control.

8.5 Principal to Principal Basis

Nothing in this Agreement shall create a partnership or joint venture or any

principal and agent relationship between the parties hereto and save as
expressly provided in this Agreement neither Party shall enter into or have
authority to enter into any engagement or make any representation or warranty
on behalf of or pledge the credit of or otherwise bind or oblige the other party
hereto.

8.6 Notices

All notices, requests or consents provided for or permitted to be given under

this Agreement must be in writing and shall be deemed effectively given when
personally delivered or mailed by pre-paid certified mail, return receipt
requested addressed as follows and shall be deemed received two days after
mailing or on the date of delivery, if personally delivered or in the case of email,

10
 on the date of sending, provided a confirmation of receipt is obtained within
normal business hours, otherwise on the following day.

To Soch Apparels Private Limited:

No. 14, Bachammal Road, Cox Town,
Bangaloe 560005 India

To Second Party’s as specified above in the preamble.

Any Party may change the address to which notices are to be directed to it by
notice to the other Parties in the manner specified above.

8.7 Severability

If any term or provision in this Agreement shall be held to be illegal or

unenforceable, in whole or in part, under any enactment or rule of law, such
term or provision or part shall to that extent be deemed not form part of this
Agreement but the validity and enforceability of the remainder of this
Agreement shall not be affected.

8.8 Waiver

The waiver or forbearance or failure of a Party insisting in any one or more

instances upon the performance of any provisions of this Agreement shall not
be construed as a waiver or relinquishment of that Party's rights to future
performance of such provision and the other Party's obligations in respect of
such future performance shall continue in full force and effect.

8.9 Costs

All costs, charges and expenses payable on or in respect of the Agreement and
on all other instruments and deeds to be executed, if any, pursuant to the
Agreement, including stamp duty on this Agreement, legal fees, registration
charges if any, shall be borne and paid equally by both the parties.

9. SETTLEMENT OF DISPUTES

9.1 Any dispute or difference arising between the Parties shall be resolved amicably
at the first instance. Unresolved disputes, controversies, contests, disputes, if any

11
 shall be submitted to the arbitration conducted by a sole arbitrator. The arbitration
shall be conducted in accordance with the provisions of the Arbitration and
Conciliation Act 1996 along with the Rules there under and any amendments
thereto. The arbitration shall be conducted in English. The decision/award of the
arbitrator shall be final/conclusive and binding on the Parties. The seat of the
arbitration shall be at Bangalore.

9.2 The interpretation and enforcement of this Agreement shall be governed by the
prevailing laws of India. The courts at Bangalore shall have the exclusive
jurisdiction to entertain and try any disputes and / or claims arising out of or
under this Agreement or in any way relating to the same.

In witness whereof, the parties to this Agreement through their authorized signatories
have set their hands and seal on this instrument on this ________________ at
Bangalore.

For and on behalf of

Soch Apparels Private Limited

___________________
Mr. Manohar D Chatlani

For Second Party

Enaya Fashion

_______________________
Ms. Enakshi Chakravorty
Managing Partner

12