Collaboration Agreement

This agreement is made on this...............day of...............2005 between
amco INC incorporated under the appropriate laws of America having its office at 5 Broad Street, New York (hereinafter referred to as amco) of the one part and indco limited, a company registered under the Companies Act 1956 having its office at 99 Chowringhee Road, Calcutta 700 071 (hereinafter referred to as indco) of the other part.
Whereas amco carries on business as manufacturer of, dealer in and exporter of Computers, Computer Hardwares and Computer Softwares and has worldwide market and intends to extend its presence in Asian Countries.
And whereas indco is carrying on business as manufacturer of Computers, Computer Hardwares and Computer Softwares and intends to develop its industrial unit by adopting modern technology and technical skill and expertise in the field of manufacturing Computers, Computer Hardwares and Computer Softwares and Accessories in relation thereto with the assistance of technical services from amco.
And whereas amco has agreed to render comprehensive technical services including preparation of development project, feasibility study, market survey and a comprehensive report in relation to production, sales, exports and after-sales service. The technical assistance would also include manufacturing and engineering technology in relation to design, production methods, manufacturing and testing, adaptation of local technology and expertise and assisting indco in regular research, quality control of raw materials and finished products and to explore the possibilities of substitutes.
It would include exploration of marketing, selling and distribution techniques tendering advices regarding procurement of appropriate raw materials and to explore import substitutes and optimum utilisation of the production capacity of the existing plant and machinery. The technical services would also include advices and measures to be adopted against piracy and prevention of any mischief being done in the line of production or use of Computers, Hardwares and Softwares.
And whereas amco has agreed to render technical services as also to depute technical personnel to the factory of indco for a consideration mentioned hereinafter.
Now these presents witnesseth and the parties hereby agree as follows:
1.  Amco will render technical services to indco with the object of improving and developing the manufacturing, production, sales and exports of Computers, Computer Hardwares, Computer Softwares, Computer Accessories and other things and articles in relation to Computers for a consideration of Rs. 1,00,000 per month and 10% of the net profit after tax of INDCO.
2. Amco will depute technical personnel at least for 3 months every year to have thorough inspection of the method of production and giving suggestions for improvement and to train technical personnel of indco in its factory.
3. The technical personnel of amco will test the working of the plant and machinery and the products and suggest and assist to improve the quality of the products.
4. Amco will every 6 months submit a report regarding market survey and suggest the prospective markets for exports of indco's products.
5.  Amco will be paid in consideration of the aforesaid services of the technical personnel a sum of Rs. 1,00,000 per month and all expenses of board and lodging of the technical personnel including their air-fare for the entire journey.
6.  Amco shall purchase 60% of the entire products of indco at the prevailing market price and/or indco's cost price plus 40% thereof.
7.  This agreement will remain in force for 5 years from the date of execution of the agreement with option to extend the period by another 5 years on terms and conditions to be mutually agreed upon.
8.  This agreement is subject to obtaining sanctions, approvals and permissions from the Government of India and other concerned authorities.
9.  Amco with a view to facilitate the development of marketing and exporting of indco's products allow its Trade name or patent rights to be utilised by indco during subsistence of the agreement.
10. Any addition or alteration to the terms and conditions mutually agreed upon can be made by execution of a supplemental agreement.
11. All differences and disputes arising in relation to this agreement, its construction, validity, performance, breach or any other question arising in relation thereto shall be referred to the Indian Chamber of Commerce for settlement by arbitration or conciliation in Calcutta and the decision of the Arbitral Tribunal shall be final and binding on both the parties.
In witness whereof the parties hereto have signed, sealed and delivered these presents on the day, month and year first above-written.

Signed, sealed and delivered by
Mr.........................pursuant
to Board Resolution dated.........
of amco inc at Calcutta in the presence of:        			Signature
1..................................
2.

Signed, sealed and delivered by
Mr......................pursuant to
Board Resolution dated..........of
indco limited in the presence of:  					Signature
1...............................
2...............................