Foreign Collaboration Agreement

This agreement is made at Calcutta this...............day of............2000
between amco inc incorporated under the appropriate laws of the United States of America having its office at 3 Broadway, New York (hereinafter referred as amco) of the one part and calco ltd. a company registered under the Companies Act 1956 and carrying on business at 100 Netaji Subhas Road, Calcutta 700 001 (hereinafter referred to as calco) of the other part.
Whereas amco is carrying on business as manufacturer of and dealer in and exporter of Computers, Computer Hardwares and Softwares and intends to further expand its business in India and other East Asian countries.
Whereas calco is now carrying on business in a small way in manufacturing and exporting Computers, Computer Hardwares and Softwares and intends to improve its products and marketing and all-round development with the technical assistance from amco.
Whereas amco and calco have agreed to co-operate and collaborate in developing, manufacturing and marketing of Computers, computer Hardwares and Softwares and accessories in relation thereto for mutual benefit.
Now these presents witnesseth and the parties herein agree as follows:
1. Amco will supply to calco plant, machinery and equipments for the purpose of improving and adding to the existing factory and install the same for manufacture of Computers, Computer Hardwares and Softwares and all related accessories.
2. Amco will supply the necessary Designs, Lay-out, Drawings and other forms of technical know-how for the successful operation of the plant of calco so as to enable it to manufacture quality goods capable of competing with world players in world markets.
3. Amco will render assistance by deputing experts and technicians for improvement in and development of the manufacturing processes, quality control, marketing and after-sales servicing.
4. Amco will give appropriate training to selected employees of calco in Calcutta so that calco can operate more efficiently its plant, market its products and export the same to the best advantage possible.
5.  Amco will give advice on any new developments in technology or marketing or in any of the aspects of the business so that calco may successfully compete with global manufacturers in global markets.
6. The consideration for rendering these services will be 10% of the net profit of calco to be paid to amco, according to the Balance Sheet and Profit and Loss accounts finalised, approved by General Meeting and filed with the Registrar of Companies, West Bengal.
7. Amco will by mutual agreement allow its Trade Marks, Patent Rights and other rights in relation to its products to be used by CALCO.
8. This agreement will be for a period of five years, renewable for another five years by mutual agreement and on terms and conditions mutually agreed upon.
9. During the subsistence of this agreement amco will not enter into any other agreement of any nature with any other company, partnership or concern in India or set up its branch or subsidiary in India or do anything which might adversely affect the business and profitability of calco.
10.  This agreement is entered into subject to obtaining the necessary approvals from Government of India and other authorities concerned.
11.  Any differences or disputes that might arise in relation to this agreement, performance or non-performance thereof or breach thereof or in relation to any other matter covered by this agreement, will be referred to Indian Chamber of Commerce for Arbitration and their decision shall be final and binding on both the parties herein.
12.  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 the Board Resolution
dated...............of amco inc.                                                          Signature

In the presence of:
1...............................
2...............................

Signed, sealed and delivered by
Mr........................................
pursuant to the Board Resolution
dated...............of calco LTD.                                           Signature
In the presence of:
1..................................
2..................................