Joint Venture with Foreign Company

This agreement is made on this............day of............ 2000 between
amco inc. incorporated under the appropriate laws of the United States of America having its office at 5 Seventh Street, New York of the ONE part and inco ltd. a company registered under the Companies Act 1956 having its office at 99 Chowringhee Road, Calcutta 700 071 of the other part.
Whereas Amco Inc. (hereinafter referred to as amco) carries on business as manufacturer of and dealer and exporter in Computers, Computer Hardwares and Softwares and has worldwide market and intends to extend its market here in India and elsewhere.
Whereas Inco Ltd. (hereinafter referred to as inco) carries on business as manufacturer of, dealer in and exporter of Computer Softwares and intends to expand its business in India and abroad.
Whereas amco and inco intend to co-operate in manufacturing, dealing in and exporting Computers, Hardwares and Softwares in India and abroad for mutual benefit by setting up a new company.
Now these presents WITNESSETH and the parties hereby agree as follows:
1. A Joint-stock company would be formed under the name and style of indo-american company pvt. ltd. under the Companies Act 1956 having its Registered Office at 99 Chowringhee Road, Calcutta 700 071.
2. Amco and three of its nominees and inco and three of its nominees would be the subscribers to the Memorandum and Articles of Association of the said company to be incorporated.
3.  The shareholding in the Share Capital of the said company to be incorporated would be in equal proportions between amco and inco.
4. The Memorandum and Articles of Association of the company proposed to be incorporated would be settled in mutual consultation and the same would govern the rights and obligations of amco and inco in relation to the said proposed company.
5. Amco will be allotted shares in the said new company partly in cash and partly towards the cost of plant, machinery and equipment to be supplied by amco to the new company and in consideration for assignments by amco of its Patent Rights, Trade Marks, Trade Names and Licences in favour of the new company to be incorporated. The consideration for allotment of shares to amco would also include the supply and transfer of technical formula, new inventions, secret processes, technical information concerning the production, manufacturing, testing, specifications, instructions and information as to the manufacture of, development, use and servicing, maintenance and improvement of quality of Computers, Hardwares and Softwares and generally in connection with the successful carrying on of the said business by the said new company to be incorporated.
6. Amco will furnish necessary technical assistance and expertise to the new company for assembling, installation, start-up and for smooth running of the manufacturing and selling processes as might be required by the new company from time to time.
7. Amco will furnish to the new company all other technical assistance and advice in relation to the operation of the plant and machinery, repairs thereof, testing facilities, training facilities and Research & Development facilities should be arranged for, provided and continued for successful running of the business of the new company.
8. The shares that would be allotted by the new company should not be transferred by either amco or inco within a period of five years from the date of allotment and thereafter if any of the parties intends to transfer any share then the same shall be offered first to the other party at a price to be determined by a Valuer to be appointed by mutual agreement and in absence by application to the Indian Chamber of Commerce.
9.  The new company will manufacture Computers, Hardwares and Softwares and allied accessories and products and the same would be marketed in India and exported to other countries under the Trade name or Brand name made available by Amco and by any other name and shall obtain new Trade Mark and obtain Patents for further and better manufacturing, selling and exporting the new company's products.
10. Amco will buy 75% of the products of new company for exporting to other countries through its own organisations or outlets at a remunerative price not below the price at which the products are sold in India.
11. Neither party shall carry on their own business in a manner which will directly adversely affect the business and profitability of the new company.
12. The expenses for the setting up and promotion of the new company would be shared equally by amco and inco.
13.  The consideration for allotment of shares of the new company to inco shall be paid in cash and in kind such as by transfer of immovable properties for the setting up of factory and making arrangement for the office accommodation of the new company. The valuation of such immovable properties including office accommodation would be decided by mutual agreement between amco and INCO.
14. Any disputes or differences arising in relation to this agreement, its construction, validity, performance, breach or any other question shall be referred to the Indian Chamber of Commerce for settlement by Arbitration or Conciliation in Calcutta and the decision of the said Arbitrator shall be final and binding on both the parties.
15. This agreement is made subject to obtaining approvals of the Indian Government and other concerned authorities.
16. In the event certain additions or alterations are required under this agreement due to imposition of certain terms and conditions by Government of India or appropriate authority granting the approval shall be incorporated in this agreement by way of a supplemental agreement and if required the Memorandum and Articles of Association of the new company would also be in conformity with such directions or approvals of the appropriate authorities.
17. 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                            Signature
dated.....................of amco inc.
in Calcutta in the presence of:
1.....................................
2.....................................

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