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Memorandum of Understanding

 This Memorandum of Understanding (MOU) is made on this day of 7^th March, 2013 between –

1. Rocket Sales Limited, having its Registered Office at Hill View Building, 25^th floor, 4/1, M G Road, Cochin India, represented by its Senior Vice President (Works), Mr. N Natawarlal (hereinafter called Investing Company);

                                                            AND

2. ABC Corporation having its office at 1/4 N S Road Bangalore – 548 620, represented by Mr. A Anwarlal Managing Director (hereinafter called the Consulting Company)

Both the signatories to the agreement are adequately authorized statutorily to executive this agreement and bind the respective companies.

Contd…. P/2

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The Investing Company is a reputed HR Coils manufacturing Company and is interested in expanding & optimizing its production capacity & also setting up a new HR Coil or Thin HR Coil Project with a capacity of 10,50,000 m³ or 15,50,000 m³ per year.

The Consulting Company has marketing rights of domestic and overseas companies engaged in the manufacture of Plant and Machinery related to HR Colis & many value-added & related Plants like Power plant, Hydro Plant, Energy Plant, etc. and capable of providing complete technical details on these projects. The Consulting Company has mentioned that it is in possession of extensive knowledge of the processes, formulae, techniques and information concerning the manufacture of HR Coils at its disposal and also skilled technical personnel in USA to assist in the transfer of technical information to the Investing Company.

Whereby it is now agreed between the Investing Company and the Consulting Company as under:

The Investing Company shall contract the Consulting Company to render the following services on HR Coils Project:

a)    Arranging for a visit of its Executives to USA and to show similar HR Coils Plants and to discuss with the machinery manufacturers.

b)    Preparation of a report on the expansion and optimization of the HR Coils  plant capacity of the investing company.

Contd…. P/3

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c)    The Investing Company shall pay Rs. 25,00,000/- (Rupees Twenty Five lakhs only) to the Consulting Company for the above-mentioned services as under:

i)             Rs. 15.00 lakhs at the time of signing  this MOU,

ii)       Rs. 10.00 lakhs after the USA visit of representatives of Investing Company and within a week after receipt of the report as mentioned hereinabove.

d)    The Consulting Company shall bear all the expenses of its officials including traveling, conveyance and out-of-pocket expenses in India and abroad in connection with the performance of its duties, as mentioned above.

In consent of the above, both the Companies have signed this MOU on this day of 7^th March 2013

For  Rocket Corporation  Limited                               For ABC Corporation

N Natawarlal                                                                             A Anwarlal

Senior Vice President (Works)                                  Managing Director

Witnesses – 1.                                                           2.

Memorandum of Understanding in Word Format