CONSULTING AGREEMENT

26th Sep, 2011

THIS CONSULTING AGREEMENT (this "Agreement"), dated as of 00th Sep, 2011, is between M/s. KRISHNA SAA FABS PRIVATE LIMITED, represented by Mr. NESANURU DORASWAMY having its Reg. office at PLOT NO 17 & 18, I.D.A, GAJULAMANDYAM, RENIGUNTA MANDALAM , RENIGUNTA, Andhra Pradesh 517520. (The term shall mean all his legal hires, representatives, successors but not limited to) herein after referred as the "First Party"

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M/s. SCEPTER MANAGEMENT SERVICES PRIVATE LIMITED represented by Mr. B.Jagan Mohan Deshpande Managing Director, havening its office at Barkathpura, Hyderabad. (The term shall mean all its legal hires, representatives, successors but not limited to) herein after referred as the "Second Party". Recitals: The "First Party" is engaged in business of Fabrication, steel Re-rolling and Galvanization ect. “First Party” is in requirement of Equity/Debt for their business expansion and wishes to engage “Second Party” to arrange, deal, negotiate, represent with all Nationalized or Multinational Banks, NBFC, Private Equity companies, Venture Capital Companies and any other interested/potential clients on behalf of the “First Party” and act as Exclusive Mandate. And “Second Party” has agreed to provide such services on an exclusive basis to the “First Party” upon the terms and conditions hereinafter set out. NOW IT IS HEREBY AGREED by and between the parties hereto as follows:

1. The Services. In consideration of the fees payable to “Second Party” pursuant to the terms and conditions hereinafter contained, “Second Party” hereby agrees that it will provide to "First Party" the services set forth in Section 2 hereof (such services being hereinafter collectively called the "Services"). 2. Scope of the Services. “Second Party” will act as the strategic transaction consultant to "First Party", subject to extension by mutual agreement in writing, “Second Party” will. (A) Together with other professional advisers of “Second Party” shall provide "First Party" with assistance in raising the required funds. (B) Provide financial data and models to "First Party's management and board of directors in connection with such services. (C) Regularly report on the status of the Services “Second Party” is providing to "First Party". 3. Basis of Remuneration. Contingent upon Acquisition, "First Party" will pay service charges (Herein after called as “FEE” of 6% + service tax as applicable on the total investment or funds raised in whole as mentioned below.

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(D) Each party agrees that any advice. without limitation. quoted or otherwise referred to or publicly filed or disclosed for any other purpose. provided by "First Party" to “Second Party” pursuant to this Agreement. (C) "First Party" or any of its affiliates/associates will not publish. as well as any penalties and interest arising there from. written or oral. accommodation. hold harmless and defend "First Party" from and against any and all such taxes and contributions.CONSULTING AGREEMENT 26th Sep. copy and fax charges. disability and other contributions based on the transactions contemplated by this Agreement.. Confidentiality. any document or announcement in relation to or having any material effect on the Services. will be solely for the purpose of and in connection with the Services and is not to be used. including. shall be bourn/reimbursed to “Second Party” by "First Party" within 30 days of receipt of the related invoices. 5. 2011 (A) The "First Party" has agreed to pay 100% of the above said fee along with the service tax as applicable while signing MOU/Agreement with the investment company/client. circulated. mail. “Second Party” agrees not to use any information which is provided to it by "First Party" other than in connection with “Second Party's performance of the Services unless expressly authorized in writing by "First Party". (E) “Second Party” shall comply with any applicable legal or regulatory requirements. (D) “Second Party” hereby agrees to indemnify. “Second Party” undertakes to keep confidential any information which is provided to it by "First Party" and which is not publicly available and not to disclose such information to third parties. Undertakings and Acknowledgment. provided by “Second Party” to "First Party" and any information. (E) All the reasonable and undisputed expenses incurred. be entitled to disclose any Page 2 . otherwise than in accordance with the "First Party's prior written instructions. social security. such as transportation. 4. written or oral. (B) “Second Party” shall be solely responsible for all tax returns and payments required to be filed with or made to any state or local tax authority with respect to “Second Party's performance of the Services pursuant to this Agreement. commitment or understanding (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Services without previously informing “Second Party”. without the prior consent of “Second Party”. except in each case with the provider's prior written consent. (A) "First Party" will not enter into any agreement. (C) “Second Party” agrees to accept exclusive liability for complying with all applicable state and local laws governing self-employed individuals. or arrange for the publication of. obligations such as the payment of taxes. Disclosure will be permitted as required by law or any relevant regulatory authority and “Second Party” shall to the extent required by law or any relevant authority. (B) "First Party" will pay the above said fees in complete to the “Second Party” irrespective of accepting funds or canceling the agreement without any valid legal reason. etc.

before making any required disclosure. the remaining portions remain in full force and effect. proceedings. Entire Agreement and Amendments. (C) This Agreement binds and inures to the benefit of the parties' successors and assigns. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. assignment. and must be litigated in Hyderabad jurisdiction only. except for any choice or conflict of law principles. relating to the "First Party's business or affairs. If any portion of this Agreement is held to be unenforceable. Page 3 . Indemnity. and/or to produce any documents. Any transfer. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. demands. the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties. at law or in equity. 7. made. and against all losses. (D) No Waivers. including notices of address changes. Terms defined in the singular have the same meaning in the plural and vice versa. 6. in connection with or arising out of the Services rendered or duties performed by “Second Party” under this Agreement except where the Claims and Losses have arisen as a result of gross negligence or willful misconduct of “Second Party” or of “Second Party's professional advisors or agents. liabilities. judgments and awards (together "Claims") which may be instituted. Except if expressly stated otherwise. charges and expenses (together "Losses") which may be suffered or incurred by “Second Party”. (B) All claims regarding this Agreement are governed by and construed in accordance with the laws of state and central government of India. Cumulative Remedies. (A) This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. applicable to contracts wholly made and performed in such jurisdiction. are cumulative and nonexclusive. (E) Notices. and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Term. 2011 information known to “Second Party”.CONSULTING AGREEMENT 26th Sep. sub-licensable or otherwise transferable by “Second Party” in whole or in part without the prior written consent of "First Party". This Agreement. damages. “Second Party” will use best efforts to notify "First Party" to provide the opportunity for "First Party" to contest such disclosure by lawful means. actions. shall expire after 12 English calendar months from the date hereof. investigations. This Agreement is not assignable. (F) Captions and Plural Terms. all remedies under this Agreement. delegable. delegation or sublicense by “Second Party” without such consent is invalid. "First Party" shall indemnify “Second Party” against all claims. costs. All notices. signed by both parties. threatened or alleged against or otherwise involve “Second Party”. General. unless renewed or extended in writing. This Agreement may be amended only in a written document. under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party. Where possible. 8.

the parties execute this Agreement. deal with. in such case/cases the fees agreed in this agreement would be applicable for all such business transactions and no claim/arguments would be accepted. telex numbers. IN WITNESS WHEREOF. or other entities introduced by either Party. partnership. NESANURU DORASWAMY MANAGING DIRECTOR SIGNATUER: _______________________________ “SECOND PARTY” By: Print Name: Title: M/s. telephone numbers.KRISHNA SAA FABS PVT. partnerships. individuals. or otherwise be involved with any corporation. DESHPANDE MANAGING DIRECTOR SIGNATUER: ____________________________ Page 4 . corporation. Email addresses.M. Non. LTD Mr. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.J. Non-Disclosure Non-Circumvention Non -Circumvention: "First Party" agrees not to directly or indirectly contact. facsimile numbers. 2011 9. or any other entities introduced by either Party to the other without the specific written permission of the both the Party. addresses. financial reference. "First Party" By: Print Name: Title: M/S. trust. SCEPTER MANAGEMENT SERVICES B. avoid or bypass each other regarding any. proprietorships. proprietorships.CONSULTING AGREEMENT 26th Sep. transact. Each Party agrees not to directly or indirectly circumvent.Disclosure: Each Party agrees not to disclose or otherwise reveal to any third Party the identities. trusts. renewals. or other entities introduced by either Party without the specific written permission of the introducing Party.

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