Service Provider Agreement This Service Provider Agreement made on the Twenty Six day Thousand Nine (December

26, 2009). Between of December Two

UAE Exchange & Financial Services Limited, a public limited company incorporated under the Companies Act, 1956 having its registered office at Ground Floor, North Block, Number 12-13, Manipal Centre, Bangalore - 560 042 and its administrative at Administrative Office: 3rd flr. Airline Buildings, Opp Maharajas College Ground, M. G. Road, Kochi, 682 011 Kerala, India represented by its Division Head- Money Transfer, Mr. Rajendran. K.A. hereinafter referred to as the FIRST PARTY AND M/s Sahil Sagar Services Private Limited, a private limited company, having its main office at B-35,Lower Ground Floor,P-6,Ocean Complex,Sector-18,Noida,Pincode 201301, UttarPredesh,INDIA, Near Vipul Motors , represented by its Director/s- Mr. Bhoopendra Singh & Mrs. Renu Singh , herein after referred to as the SECOND PARTY. Whereas the FIRST PARTY is providing Inward Money Transfer Services in India as an agent of M/s. UAE Exchange Centre LLC, Abu Dhabi in accordance with the Specific permission granted to it by the Reserve Bank of India for Money Transfer Service Scheme; and Whereas the FIRST PARTY undertakes Money Transfer Services of M/S. UAE Exchange Centre LLC through its countrywide network of branches and its Service Provider under the product name Xpress Money; and, Whereas at the request/application of the SECOND PARTY to the FIRST PARTY & its acceptance by the FIRST PARTY at Kochi, the FIRST PARTY has agreed to

appoint the SECOND PARTY as its service provider for the above mentioned services through the SECOND PARTYS identified branches mutually agreed from time to time (hereinafter referred to as locations) and both the parties hereby agree to enter into the following agreement on the terms and conditions set out hereunder: Whereas the FIRST PARTY reserves the right to appoint any number of such Service Provider at any number of locations. Therefore both the parties agree upon as follows: 1. (a) Authorization: The FIRST PARTY pursuant to the provisions herein contained, authorizes the SECOND PARTY to provide the Money Transfer Service payments from its locations, strictly in accordance with the applicable laws, rules and regulations of the country and the Money Transfer Service guidelines set forth by the FIRST PARTY from time to time under the provisions of this Service Provider Agreement. The SECOND PARTY shall not designate or authorize any other person or entity to provide the Money Transfer Service of the First Party. Location Requirements: (a) (b) The locations should be well equipped with computer, fax machine, Internet connectivity and other necessary infrastructure facilities. The SECOND PARTY shall display the signage and other publicity materials supplied by the FIRST PARTY at prominent places.

(b) 2.

(c) The SECOND PARTY shall provide Money Transfer Service during business hours and the SECOND PARTY shall inform such business hours for each location to the FIRST PARTY. 3. Marketing And Promotion a. The Second Party shall provide to the FIRST PARTY, the network list of its locations.

b) FIRST PARTY shall display the banner as well as carry out the promotional activities at its own cost, in or about all the locations of the Second Party. The lay out of banner, promotional materials and promotional activities and their duration would be discussed and decided mutually between the parties before being carried out / put up. 4. (a) Receive Transactions The FIRST PARTY shall arrange to provide access to the Software to enable the SECOND PARTY to offer Money Transfer Service.

(b) The SECOND PARTY agrees to pay to the named beneficiary the amount in full, without any deduction as per the Receive Transaction.

(c)

The maximum permissible amount of transfer is USD 2500 (US Dollar Two Thousand Five Hundred only) or its equivalent per transaction as per the existing RBI stipulations or such other prescribed limits fixed by RBI from time to time. The maximum number of remittances that can be received by a beneficiary under the scheme during a calendar year as per the existing RBI stipulations is twelve or such other prescribed limits fixed by RBI from time to time. Before effecting every Money Transfer payment, the SECOND PARTY shall ensure to obtain the signature of the beneficiary on the prescribed application form as an acceptance of declaring and undertaking the fact of having received a personal remittance which is within the 12 remittances limit per calendar year prescribed by RBI. The SECOND PARTY shall pay on proper identification, in cash, up to Rs.50, 000/- (Rupees Fifty thousand only) to the named beneficiary or such other prescribed limits fixed from time to time as per RBI stipulations and the amounts exceeding the prescribed limits by cheque. The SECOND PARTY should ensure that the beneficiary fills the purpose of remittance in the Receive Now Form without fail. Under the scheme only personal remittances are allowed. Donations/contributions to charitable institutions/trusts, Trade Related remittances, remittances towards purchase of property/investments and remittances for credit of NRE/FCNR Accounts are not permitted under the scheme. The SECOND PARTY shall also notify FIRST PARTY in the event of system failure at any of its locations, when it is not possible to provide regular Services during the working hours so as to cause to direct or redirect any transaction accordingly or to take any other suitable action keeping in mind the customer service. Settlement and Reporting Procedure:

(d)

(e)

(f)

(g)

5. (a)

FIRST PARTY shall reimburse the SECOND PARTY for the total payments effected during the day, on the next bank working day or within a period agreed in writing by the parties, as per the paid transactions report generated from the Xpress Money Payment Summary Report (Available in Xpress Money Site.) SECOND PARTY will not make any claims of interest or losses against the delay with the FIRST PARTY. The SECOND PARTY should maintain a current account with a bank as mutually agreed upon for effecting the settlements. In the event where the SECOND PARTY fails to get reimbursed in a timely manner from FIRST PARTY as stated in clause (4.a) then: i) ii) The SECOND PARTY shall demand immediate wire transfer of the amount due and owing. The FIRST PARTY shall forthwith comply with the demand unless there is a dispute, which is communicated in writing.

(b) (c)

(d)

The SECOND PARTY shall be fully and unconditionally liable for all amounts which the SECOND PARTY wrongly paid to a person other than the named beneficiary, or as a result of payment of an incorrect amount, or contrary to the authorization procedure, whether computerized or faxed, specified by FIRST PARTY. The SECOND PARTY shall not be entitled to get reimbursed from FIRST PARTY for any wrong payments and/or claim the amount for a transaction if claimed once and/or be entitled to claim commission for the wrong payments and/or refuse to reimburse FIRST PARTY for the wrongly paid transaction in case the amount is already reimbursed to the Second Party. Commission:

(e)

6. (a)

The SECOND PARTY shall be entitled to a commission for its services under this Service Provider Agreement at the flat rate of Rs.100/(Rupees one hundred only) per transaction, all inclusive, subject to clause 4(a), (d) & (e) above. Commissions earned by the SECOND PARTY shall be settled on a monthly basis after deducting taxes as per applicable laws. The SECOND PARTY assumes all obligations with respect to payment of any and all such taxes from its commission. Duration and Termination:

(b) (c) 7. (a)

This Service Provider Agreement shall become effective on the date mentioned herein above and shall continue through the initial term of three years and thereafter stand renewed for a further period of threeyears unless notice of termination is given by either of the parties. However either party can terminate the service provider agreement, by giving one months prior written notice served through Registered Post Acknowledgement due or through any other mode with proper acknowledgement.

b) Either party may immediately terminate this Service Provider agreement upon the occurrence of any of the following events: (i) (ii) The other party fails to observe or perform any of its obligations under this Service Provider Agreement. The other party becomes or is adjudicated or declared bankrupt or insolvent under the laws existing in India or on the appointment of a provisional liquidator or otherwise by a Competent Court in a winding up proceedings or the other party winds up or takes steps to wind up the business or the share holder passes an effective resolution for voluntary winding up. Any adverse change in the other partys financial condition, business prospects or any other condition that would adversely affect its ability to perform the obligations hereunder.

i.

ii.

iii.

Any information provided by the other party in the agreement or supporting details contains any materially false or misleading or omits any material fact which may make the statement misleading. Other party ceases or takes steps to cease the business.

(c)

Notwithstanding anything mentioned above, the service provider agreement shall stand automatically terminated on the FIRST PARTY ceasing to be the agent of UAE Exchange Centre LLC. Any such termination shall be without prejudice to any rights or obligations accrued to or in respect of either party prior to the date of termination. Notices: Unless otherwise agreed to by both the parties in writing, all notices, requests or other communications hereunder shall be in writing and sent by registered post acknowledgement due to the other party at the addresses set forth above. All notices given under this agreement shall be in English.

(d)

8.

9. (a)

Confidentiality: During the term of this agreement and thereafter, not withstanding termination of this agreement the SECOND PARTY shall not directly or indirectly disclose, disseminate or otherwise make available to any third party any Confidential information such as business & technical information, written policies & procedures, training material, training software etc of the Money Transfer Service, unless is required to be disclosed by Law or by order of a court, or by any governmental agency/authority/regulatory body. The SECOND PARTY shall always be responsible to ensure that its login and password to the Software are kept confidential and are not disclosed to unauthorized persons. The SECOND PARTY shall immediately notify the FIRST PARTY if the SECOND PARTY comes to know of or suspects any such breach of security. The SECOND PARTY shall remain liable at all times for all use or misuse of any password and shall assist the FIRST PARTY in any necessary investigation of any such use or misuse as above mentioned. Each customer to whom the services are provided is, for the avoidance of doubt, is a customer of FIRST PARTY and nothing will confer in the SECOND PARTY any right to use for its own purposes any customer records maintained by it when complying with its obligations under the terms of this Agreement provided that the SECOND PARTY will not be

(b)

(c)

(d)

(e)

prevented from keeping or utilising any customer data maintained by it as a result of the customer also being customer of the SECOND PARTY.

10.

Records and Inspection: The SECOND PARTY shall, at all its locations, maintain and keep records of all money transfer payments made under this Service Provider Agreement. These records shall include Copies of all paid transaction forms with customers signature and copy of valid ID. During the term of this Service Provider Agreement and upon its termination the FIRST PARTY shall have the right to audit or inspect the above records and all other documents relating to legal compliances and the SECOND PARTY shall make the same available for inspection during office hours, for a period not less than five years.

11.

Law and Jurisdiction The Service Provider Agreement shall be construed and enforced in accordance with and shall be governed by the laws in India and Anti Money Laundering statute and/or guidelines relating to Money Transfer Service Scheme that may be instituted by the Regulatory authorities from time to time. The parties hereto irrevocably submit for all purposes in connection with this Service Provider agreement to the exclusive jurisdiction of the Courts at Kochi irrespective of the fact that the Courts outside Kochi may also have jurisdiction.

12.

Indemnification: The either of the party shall, for acts and omissions on its part, its directors, officers, employees or representatives, arising in whole or in part, whether done inadvertently or not, reimburse, indemnify and hold the other party harmless from all losses, claims, demands, actions, suits, proceedings or judgments, including costs, expenses and reasonable attorneys fees assessed against the other Party, and for the breach of the terms and conditions of the Service Provider Agreement by the indemnifying party, as well as actions taken at the request of indemnifying party or from the violation of any laws, rules, regulations or ordinances by the indemnifying party. The indemnification obligations set forth herein above shall survive the termination of this Agreement. Notwithstanding anything contained herein to the contrary, each partys monetary liability to the other party under this Service Provider Agreement shall be limited to the amount of actual damages suffered by the other party.

13.

Severability Should any part term or provision of this agreement be declared by any court to be in conflict with the law or unenforceable, the validity and enforceability of the remainder of the agreement shall not be effected thereby.

14.

Waiver Any forbearance delay or indulgence by the FIRST PARTY in enforcing any of the terms and conditions of this agreement shall not prejudice or affect the rights and remedies of the FIRST PARTY hereunder, nor shall any wavier of any breach hereof operate as a waiver or variation of any of the terms and conditions of this agreement shall be valid or have any effect unless the same be made in writing and signed by the FIRST PARTY.

15.

Force Majeure. If the performance of this agreement or any obligation of either party is prevented, restricted or interfered with by reason of fire, explosion, strike, casualty or accident, epidemic, cyclone, earthquake, flood, war or requirement of any Government or authority, or representative of any such Government or authority or any other cause whatsoever, beyond the reasonable control of the parties hereto, the party so affected, upon giving prompt notice to the other party shall be excused from such performance to the extend of such prevention, restriction or interference for the period it persists, provided that the party so affected shall use its best efforts to avoid or remove such causes of non performance, if possible, and shall continue performance hereunder with the utmost despatch whenever such causes are removed. If the event of Force Majeure shall continue for a period of six months, either party shall have the right to terminate this agreement.

16.

Arbitration: The following disputes shall alone be the subject Arbitration. matter of

i. Any dispute relating to the payment of commission to the SECOND PARTY by the FIRST PARTY. ii. Any dispute relating to the reimbursement of the amount to the SECOND PARTY by the FIRST PARTY. If any dispute arises between the parties relating to the matters set out in clauses i and ii (both inclusive) above, which cannot be settled mutually within 30 days of arising of the dispute, such unresolved disputes shall be referred to a mutually agreed sole arbitrator.

In the event of either parties differing on the sole arbitrator, the differing parties shall appoint one arbitrator each and the two appointed arbitrators shall appoint the third arbitrator, who shall act as the presiding arbitrator and the decision of the arbitrators shall be final and binding on the parties. The Arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time.

IN WITNESS WHEREOF, the parties have to have caused this Service Provider Agreement to be executed by their duly authorized representative on the day and date herein above mentioned at Kochi. UAE Exchange & Financial Services Ltd. Top Investmentz

Signature: Name: Mr. Rajendran. K. A. Title: Division Head- Money Transfer.

Signature: Name: Sanjay Kumar Tyagi Title: Proprietor

Witnesses: Signature: Name: Address:

Witnesses: Signature: Name: Address: