GENERAL CONTRACT FOR SERVICES

This Contract for Services (this "Contract") is made effective as of December 1st, 2009 by
and between

UNITED RESTAURANTS LTD., a Company incorporated under the Companies Act

1956 having its Registered Office at No. 2, 80 Feet Road, 1st Stage 2nd Block, HBR
Layout, Kacharakanahalli, Bangalore 560 043, represented by its authorised Signatory
Mr. Sunil Kumar, hereinafter referred to as “URL”, (which expression, unless it be
repugnant to the context or meaning thereof shall be deemed to mean and include its
successors and assigns) of the One Part;

And

H S BRANDS INTERNATIONAL, having its registered office at Unit No 17&18, First

Floor, Jalaram Industrial Estate, Arakere Gate, Bannerghatta Road, Bangalore -560076.
Hereinafter referred to as “HS Brands” (which expression, unless it be repugnant to the
context or meaning thereof shall be deemed to mean and include its successors and
assigns) of the Other Part:

(URL and HS Brands are individually referred to as a "Party" and collectively as

"Parties")

1. DESCRIPTION OF SERVICES. Beginning on December 1st, 2009, HS Brands will

provide to United Restaurants Ltd. the following services (collectively, the "Services"):

a) Mystery Shops: One HS Brands personnel hereinafter “Mystery Shopper” will

be sent to such United Restaurants locations as specified by URL.
 b) URL must request a minimum of 50 mystery shops per month @ per audit is Rs
750 /- inclusive of food purchase, travel and applicable taxes.

c) Mystery Shoppers are required to make a food purchase.

d) After each visit, the Mystery Shopper will complete a mystery shopping
questionnaire as designed and approved by URL.

e) A client will have login access to the software and monthly analysis of mystery
shopping results throughout the contract tenure.

f) If need be HS Brands agrees to send respective personal who had conducted the
mastery audit to appear on URL summoning him for the discussions on the
mystery audit, to provide clarifications on the same.

g) The HS Brands agrees to submit the Mystery Audit report of the respective
outlet as and when it completes the Mystery Audits. And Further agrees to
submit consolidated reports of all the outlets in a respective months to
URL on or before 10th of following month of Audit.

2. PAYMENTS. The payment will be made within 30 days of the invoice date

3. TERM. This Contract will remain in effect from December 1st, 2009 through
November 31st, 2010. The contract will be renewed for an additional year at the price
structure agreed upon by both the parties only on review of HS Brands deliverables and
by signing fresh contract.

4. CONFIDENTIALITY. HS Brands, and its employees, agents, or representatives

will not at any time or in any manner, either directly or indirectly, use for the personal
benefit of HS Brands, or divulge, disclose, or communicate in any manner, any
information that is proprietary to United Restaurants such as the United Restaurants
specific Mystery Shopping Report form, results from any Mystery Shop done for United
Restaurants or scores achieved on any report, or any other United Restaurants
information that HS Brands has access to that United Restaurants identifies to be
proprietary. HS Brands and its employees, agents, and representatives will protect such
information and treat it as strictly confidential. This provision will continue to be
effective after the termination of this Contract.

5. WARRANTY & INDEMNITY. HS Brands shall provide its services and meet its
obligations under this Contract in a timely and workmanlike manner, using knowledge
and recommendations for performing the services which meet generally acceptable
standards in HS Brands’s community and region, and will provide a standard of care
equal to, or superior to, care used by service providers similar to HS Brands on similar
projects.

It is hereby clarified that URL shall indemnify HS Brands for any loss, damage, action,
including reasonable attorneys fees including but not limited any claims by way of any
third parties arising due to URL use of the shopping questionnaire duly submitted by HS
Brands in accordance with the terms of this agreement or due to any act or omission of
URL or its employees, agents, representatives and officers.

6. REMEDIES. In addition to any and all other rights a party may have available
according to law, if a party defaults by failing to substantially perform any provision,
term or condition of this Contract (including without limitation the failure to make a
monetary payment when due), the other party may terminate the Contract by providing
written notice of 30 days to the defaulting party. This notice shall describe with
sufficient detail the nature of the default. The party receiving such notice shall have 30
days from the receipt of such notice to cure the default(s). Unless waived by a party
providing notice, the failure to cure the default(s) within such time period shall result in
the automatic termination of this Contract. If HS Brands fails to do this the following
month it will be grounds for termination of this agreement by URL after a prior written
notice of 30 days. Either party may also terminate this contract for no reason at any time
by way of a written notice of 30 days to the other. URL may buy out of the remaining
mystery shops on the contract for Rs.750 each.
7. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties,
and there are no other promises or conditions in any other agreement whether oral or
written concerning the subject matter of this Contract. This Contract supersedes any
prior written or oral agreements between the parties.

8. SEVERABILITY. If any provision of this Contract will be held to be invalid or

unenforceable for any reason, the remaining provisions will continue to be valid and
enforceable. If a court finds that any provision of this Contract is invalid or
unenforceable, but that by limiting such provision it would become valid and enforceable,
then such provision will be deemed to be written, construed, and enforced as so limited.

9. AMENDMENT. This Contract may be modified or amended in writing, if the party

obligated under the amendment signs the writing.

10. GOVERNING LAW. This Contract shall be construed in accordance with the laws
of India, under the Arbitration and Conciliation Act 1996. The jurisdiction for these
provisions shall be the Jurisdiction of City Civil Court, Bangalore only

12. NOTICE. Any notice or communication required or permitted under this Contract
shall be sufficiently given if delivered in person or by registered post (acknowledgement
due), to the address set forth in the opening paragraph or to such other address as one
party may have furnished to the other in writing.

13. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior
written consent of the non-assigning party, which approval shall not be unreasonably
withheld.

Service Recipient:
United Restaurants Ltd.

By: ________________________________________
Service Provider:
H S Brands International.

By: ________________________________________

Sanjeev Shenoy