AGREEMENT OF SERVICE

THIS DEED of Agreement of Service is made at New Delhi on this 12th day of February 2007.
BETWEEN

{Company Name} (India) Private Limited a Company incorporated and Registered under the
Companies Act, 1956, having its registered Office at {Company Address} (hereinafter called “
Company” which expression shall mean and include unless repugnant to the context their
successors and assigns), of the FIRST PART.

AND
Mr. <<Employee Name>> son of Mr.<<Father Name>> aged 24 Yrs, resident of <<Address>>,
New Delhi-110063 (hereinafter called “the Employee”, which expression shall mean and include
unless repugnant to the context his heirs, successors, legal representatives executors,
administrators, and assignees) of the SECOND PART. 

AND
Mr.<<Father Name>> Son of Mr <<Grand Father name>> aged 56 yrs., resident of Address,
New Delhi-110063 (hereinafter called “the Surety”, which expression shall mean and include
unless repugnant to the context his heirs, successors, legal representatives, executors,
administrators, and assignees) of the THIRD PART.

WHEREAS:

1. The Company is engaged in the business of ship chartering, brokering and maritime agency
work and has extensive dealings with various Clients and parties in this behalf, requiring
Executives who are well versed in handling business, technical and commercial maritime work
and assignments for productively interacting with the Clients and prospective Customers.

2. Before offering formal appointment, the Company imparts to the prospective Employee,
considered suitable and selected for such assignment, such basic training and know-how as is
necessary for the Employee to discharge his duties, involving investment of time and money on
the part of the Company;

3. The Company also seeks to safeguard and protect their commercial and business data
concerning their present Clients and Business Associates and good will in the market by suitably
advising the prospective Employee and obtaining Undertakings from the Employee that for a
period specified in the agreement, he shall not join or collaborate or associate or assist or deal
with in any manner whatsoever directly or otherwise or provide consultancy in any manner to
any competitor including Firm or Company or act on their behalf with or without consideration
or return or gratis or by way of favour, so that the current business deals and terms are not taken
advantage of by any business rival / competitor or firm or Company which is similarly engaged
in the business as that of the Employer. Further, the Employee shall not engage himself in similar
business as that of the Company or use contact and goodwill of the Company for his personal
gain and benefit. 

4. On being approached by Mr. <<Employee Name>>, the Company has appointed Mr.
<<Employee Name>> as Shipping Executive upon certain terms and conditions incorporated in
this Agreement and on the acceptance of his representations that he will abide by the Negative
Covenant, as detailed hereinafter, once his contract of service stands terminated for whatsoever
reason. Mr.<<Father Name>> has agreed to be the surety for the Employee for the non-
performance/non-fulfillment of the terms of the Agreement on the part of the Employee.

NOW THIS AGREEMENT WITNESSETH:

1. The Company has appointed Mr <<Employee Name>> as Shipping Executive, for the
duties/work assigned to him from time to time, for a period of Four years commencing from 19th
February of 2007 and ending on 18th February 2011. The Employee’s place of posting at present
will be in the National Capital Territory of Delhi. However, he shall be liable to be transferred to
any other Department or Branch Office in India or abroad either in existence or that may be set
up at a future date as per the requirements of the Company.

2. In terms of the Agreement the Company shall pay the Employee a salary of Rs 12,000/-
(Rupees Twelve Thousand Only) per month with increments subject to performance, conduct
and other relevant parameters. The grant of an increment will be at the sole discretion of the
Company.

3. The Employee shall, in the discharge of his duties, conform to and comply with all the rules
and regulations of the Company and shall not do or cause to be done anything against or
contrary to the interests of the Company. The Employee will follow all instructions to upgrade
his skills and keep abreast with the latest 
techniques and procedure in the said trade or activity he is engaged or entrusted with by the
Employer or his Representative, as the case may be.

4. The Employee shall, during the said term, engage himself efficiently and to the best of his
ability and shall devote his whole time and attention to the concerned Department and faithfully
carry out duties/work as assigned to him and shall obey and comply with all lawful and
reasonable orders and directions given to him by the Management of the Company and Officers
superior to him, and shall honestly, diligently and faithfully serve the Company and use his
utmost endeavour to promote the business interests of the Company.

5. The Employee and Surety further acknowledge, accept and agree that it is also legitimate and
fair for Company to safeguard and protect its commercial and business data, goodwill in the
market, information and interests by obtaining undertakings from Executive that for the period
specified in this Agreement Executive shall not join, collaborate, associate, assist or deal or
provide consultancy in any manner, whatsoever whether directly or indirectly, to any competitor
of Company engaged in similar business nor shall the Executive engage himself in a similar
business as that of the Company or use his contact for his own personal gain and profit.

6. The Employee shall not at anytime divulge to any person whosoever and shall under no
circumstance permit the circulation or publication or disclosure of any trade secret or any
information concerning the activities or decisions of the Employer or of its dealings,
transactions, or affairs which may come to his knowledge while in the services of the Company.
If at any time during his employment, the Employee is found guilty of willful 
breach or habitual negligence of the terms of his assignment or dereliction of duty and/or
instructions given to him from time to time by the Company, the Company may without
prejudice to any other action as may be called for, without any notice or payment in lieu of any
notice, put an end to and determine the employment of the Employee. However, the Company
shall so intimate to the Employee concerned in this regard. In such circumstances it will be
deemed that the Employee himself so brought about such a situation by his conduct compelling
the Company to put an end to his services and the Employee shall continue to be liable for all
losses/damages as stipulated hereinafter.

7. The Employee shall not leave or abandon the service of the Company until the completion of
the agreed period of service and handing over the charge to the Company. On completion of the
agreed period of service, the Employee is bound to give three months prior notice in writing or
tender the last three month’s drawn salary in lieu thereof before leaving the services of the
Company.

8. In case of any breach of this Covenant, the following conditions shall be attracted
immediately, namely: -

(a). The Company will tender in writing the specific grounds that amount to breach of Contract
on the part of the Employee concerned. The Employee will be granted three days time to reply to
the same in writing. If the reply is found unsatisfactory by the Company, the Employee will be
required to tender three months salary in lieu of notice. The “salary” means pay along with all
allowances, paid to an Employee while on duty. The said payment of three months salary may be
adjusted by the Company against dues payable to the Employee if the said amount is so
available.

(b). That the parties hereby agree that the minimum payment on account of damages shall be
equivalent to six months 
salary, last drawn by the Employer. The said amount shall 
be payable by the Employee for breach of Contract on his part to the Company. Similarly, in the
event of any breach of Contract on the part of the Company, the Employee will be eligible to
receive the said payment from the Company. 

©. The Employee affirms that it shall not be open to him to plead that the amount of
compensation is excessive or that it tantamount to penalty or that it is otherwise not recoverable
according to law.
(d). The Company, without prejudice to their rights, may consider waiving of making the claim
in case of serious illness, injury, physical disability or such personal and compelling
circumstances as may be reasonable to warrant the course of action decided upon the Employee.
9. The “Surety” hereby agrees to stand guarantee for the said “Employee” to compensate the
Company, due to non-performance or non-compliance or breach by the Employee of the terms
and conditions specified in this Agreement and the surety hereby further agrees that no
indulgence shown or concession granted to the Employee shall have the effect of discharging the
said “Surety” or shall effect his liability arising out of this Agreement as mentioned in paragraph
nine above.

10. The Employee hereby agrees and undertakes:- 

10.1 To serve the Company or any of its holding, subsidiary, associate or affiliate organizations/
entities to which he may be transferred for a minimum period of 4 (Four) years from the date of
appointment, excluding unauthorized leave, leave without pay and study leave, if any.
10.2 To obey and abide by all the orders, instructions, rules, regulations, service conditions and
standing orders of the Company and of its authorized officers and representatives, issued from
time to time.

10.3 To compensate the Company in the manner specified in clause 8(b) and clause 7 hereof in
regard to the salary paid to the employee if the employee abandons or refuses to serve the
company for a period of Four years from the date of appointment.
10.4 Not to take up employment or consultancy services either full time or part time in
whatsoever manner with any other person, Firm or Company during the said period of 4 (Four)
years.
10.5 To serve the Company loyally and treat all information, data, business plans, business
affairs, contacts and connections of Company in strict confidence and to use them exclusively for
the benefit and profit of the Company.

10.6 Not to sell the goodwill of the Company for his own benefit or of anybody else or any body
corporate, which has been built over a period of 30 years involving considerable expenditure on
the part of the Company during the subsistence of this agreement or for a period of Six months
after it’s termination or otherwise.

10.7 Not to take up any whole time or part time employment or consultancy of any nature or
assignment, whether for remuneration or otherwise, with any other person, Firm or
Company/entity engaged in similar business as that of the company or any competitor of
Company for a period of six months in order to protect company’s goodwill from the date he
leaves the services of the company (even if he leaves the services of the company after paying
liabilities to company and fulfilling all other conditions as stipulated in this agreement), or from
the date of discharge or termination from the services of the company, as the case may be. The
restriction are limited to National Capital Territory of Delhi/National Capital Region and Metro
City of Mumbai including its satellite towns where the company has got substantial stake in the
business and goodwill in the market.

11. That the Employee affirms that the bar of period of six months
(Negative Covenant) is just and reasonable in the context of the current business contacts and
transactions of the Company, whereas the Company is required to provide various opportunities
towards skill development, training and other professional exposures that all add to the costs on
the part of the Company including its impact on the goodwill and reputation of the Company. 

12. The claim for compensation and liquidated damages for any breach and all other matters,
actions, disputes, claims, differences or controversies between the parties hereto arising out of or
in connection with or in relation to this Agreement, whether in contract, tort, or otherwise shall
be settled and resolved by an Arbitrator to be conducted at New Delhi, in accordance with the
Arbitration & Conciliation Act, 1996, by a Sole Arbitrator appointed by the Company. The
decision of the Sole Arbitrator shall be final and binding on both the parties.

13. In the event any provision of this Agreement is found to be invalid, unlawful or
unenforceable to any extent, such term, condition and provision will, to that extent, be severed
from the remaining terms, conditions and provisions which will continue to be valid to the fullest
extent permitted by law.

14. This Agreement will not be superseded by any other contract or terms and conditions of
service governing the Employee’s services in the Company including those contained in the
Appointment Letter, confirmation letter or any other letter or communication issued or that may
be issued by the Company to the Employee.
15. Both the parties herein agree and covenant to that on expiry of the four years period
commencing from 19th February 2007, as per the covenants hereinabove contained, this
agreement with all the terms and conditions as also covenants and obligations as contained
herein, would continue to govern both the parties for a  further period of four years, if none of
the parties give notice in 
writing expressing his intention to terminate the Agreement to other party at least three months
prior to the expiry of the initial 
four years period. 

IN WITNESS WHEREOF the parties hereto have set their hands to this Agreement on the day
and year first hereinabove mentioned.

({Company Name} (India) Pvt.Ltd.) (Mr. <<Employee Name>>)

(Mr.<<Father Name>>) 

Witnesses: -

1…………………..

2…………………….