AGREEMENT

This Agreement entered into on this, the ___ day of ________, 2005, by and
between:

Alden Business Solutions, a company registered under the Companies Act,

1956, having its registered office at #20, North Usman Road, T Nagar, Chennai
– 600 017, India, hereinafter referred to as “ABS” which term shall unless the
context requires otherwise, mean and include all its successors and assigns;

AND

Paras Communications a proprietorship firm, having its office at 10/2 4 th floor

kasturba road Ban galore 560001 Karnataka India, hereinafter referred to as
“PARAS” which term shall unless the context requires otherwise, mean and
include all its successors and assigns;

Whereas ABS provides IT enabled services to Industry segments like medical,

Insurance, Banking. Manufacturing, etc. and is specialised in processes like
Transcription, Billing, Data Conversion, Forms Processing, Telesales and other
BPO segments.

Whereas ABS understands and agrees that PARAS has played a vital role in and
has aided ABS in acquiring a contract from a US based business entity
(hereafter referred to as US company) for providing telesales services.

Whereas ABS wishes to recompense PARAS for the services rendered by it and
is willing to enter into a formal Agreement with PARAS for such recompense. In
furtherance of the same ABS and PARAS are entering into the present
Agreement subject to the terms and conditions as set out herein below.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. Definitions

1.1 In this Agreement, unless the context requires otherwise, the words
and phrases herein shall have the following meanings:
1.1.1 “Agreement” shall mean the present agreement with all its
modifications and amendments, signed and executed by
both the parties hereto.
1.1.2 “Principal Agreement” shall mean the agreement entered
into and executed by ABS and the US Company in respect
of telesales services to be provided by ABS to the US
Company.
1.1.3 “Product” shall mean the Product under the Principal
Agreement in respect of which ABS has agreed to provide
the telesales services and shall also include any other
Product in respect of which ABS and the US company may
subsequently contract for telesales services or for sales in
any other manner.
1.1.4 “Services” shall mean and include the services rendered by
PARAS in identifying the US Company for the telesales and
other services of ABS.

1.2 In this Agreement unless the context requires otherwise, the

following rules of interpretation shall apply:

1.2.1 Any reference to a word or a clause in the singular in this

Agreement shall mean and include their plural versions and
vice versa, words of a particular gender shall mean and
include words of the other gender, and any reference to any
word, phrase, clause or section shall be a reference to such
word, phrase, clause or section in this Agreement.
 1.2.2 The headings used in this Agreement are only for the
purpose of convenience and shall not be taken, read or
construed as an integral part of the Agreement.

1.2.3 Any reference to ABS in this Agreement shall include its

shareholders, any subsidiary of ABS or affiliate or entity
that controls, is controlled by or in under the common
control of ABS, its subsidiaries or its shareholders.

1.2.4 Any reference to US Company in this Agreement include its

shareholders, any subsidiary of the US Company or affiliate
or entity that controls, is controlled by or in under the
common control of the US Company, its subsidiaries or its
shareholders

2. Term of Agreement:

2.1This Agreement shall be co-extensive with the Principal Agreement

between ABS and the US company and any other agreement or
arrangement between ABS and the US Company. Accordingly, this
Agreement shall subsist and remain valid so long any agreement or
arrangement exists between ABS and US Company under which ABS
provides certain services to the US Company.

2.2 ABS shall recompense PARAS, on a periodic basis for the services
rendered by it throughout the term of this Agreement.

2.3 The present Agreement shall commence simultaneously with the

commencement of the Principal Agreement or the commencement of
any other arrangement or agreement between the Parties.
 2.4 This Agreement may be terminated only in the manner prescribed in
Section 4.

3. Payments:

3.1 ABS agrees to recompense PARAS, a fixed percentage of the gross

revenue received by ABS on each Product sold by ABS under the
Principal Agreement. Accordingly it is agreed to by both parties herein
that ABS shall pay to PARAS, 10% of its gross revenue of each
Product sold by it under the Principal Agreement. ABS has
represented that presently the gross revenue on sale of each Product
under the Principal Agreement is UK thirty Pounds. PARAS shall
continue to be entitled to 10% irrespective of any increase or decrease
in the gross revenue receivable by ABS. For any other Product not
under the present Principal Agreement, the percentage shall be fixed
based on the gross revenue receivable by ABS but shall not be less
than 10% of the gross revenue received by ABS unless agreed to by
PARAS.

3.2 The sale price of the Products sold shall be as fixed under the
Principal Agreement and a change in the sale price there under shall
automatically warrant a modification of the price and the payments to
be made under the present Agreement also.

3.3 ABS shall provide PARAS with a Weekly Sales Status Report
(hereinafter referred to as Report) of the gross revenue received by it
from the US Company in a particular week and the total sales of the
Product achieved in that week and the gross revenue receivable
thereon. Along with this statement ABS shall make the payment to
PARAS the amount calculated as per 3.1 by cheque favouring “PARAS
COMMUNICATIONS”. If ABS defaults in making the payments to
 PARAS within the specified time period, PARAS shall be entitled to
interest on such amount at the rate of 1.5 % p.m.
3.4 At the end of every month, ABS shall draw up a consolidated
Monthly Sales Status Report detailing the entire gross revenue
received in that particular month and the sales of the Product made
in that particular month and the same shall be made available to
PARAS. If on a scrutiny of the same it appears that there has been a
deficit in the payments made to PARAS, the same shall be made good
to PARAS by ABS within 7 days of ascertaining such deficit.

3.5 ABS shall at all reasonable times maintain all the relevant records,
reports, books of accounts and such other documents concerning
sales made and revenue received and other related matters as may be
required and shall at all reasonable times permit an authorized
representative of PARAS to inspect such aforesaid records, reports
etc.
3.6 PARAS shall not incur any liability or obligation under this
Agreement for the sales carried on by ABS on behalf of the US
Company. The responsibility for compliance of all obligations and
liabilities therefore shall be solely that of ABS.

4. Termination:

4.1 The present Agreement shall stand terminated only upon the
termination of the Principal Agreement and every other arrangement
or agreement between ABS and the US Company, if any. ABS shall
under no circumstances be otherwise entitled to terminate this
Agreement. The parties also agrees that this claim will only apply in
the event of no business arrangement or agreement existing between
ABS & US Company for a continuous period of 6 months.
Termination of principal Agreement or other Agreement/Arrangement
and start of fresh Arrangement within 6 months shall not entitle ABS
to terminate this Agreement.
 4.2 In the event of any termination of this Agreement by ABS for reasons
other than those specified in 4.1, such termination being after three
years, PARAS shall be entitled to receive as liquidated damages five
times the consideration that it received in the year in which the
maximum amount was received by PARAS while this Agreement was
in subsistence.
4.3 In the event of termination of this Agreement by ABS before three
years or reasons other than those specified in 4.1 PARAS shall be
entitled to receive as liquidated damages Rupees fifty lakhs.

5. General:

5.1 Entire understanding: This agreement constitutes the entire

understanding of the parties hereunder in respect of its contents and
supersedes all prior agreements, understandings, memorandums by and
between such parties, whether written or oral.

5.2 Amendment: No part or portion or the whole of this agreement shall

be amended by either party to this agreement without the prior written
consent of the other party.

5.3 Dispute resolution: Both the parties to this agreement shall make
all efforts to resolve any dispute that may arise in respect of the validity,
interpretation, implementation or alleged material breach of any of the
provisions under the present agreement, amicably by mutual discussions
and negotiations. In the event that the parties are unable to reach a
mutually acceptable settlement in respect of such dispute, then the
same shall be referred to arbitration by a sole arbitrator who shall be
appointed by the consent of both parties to this agreement. The rules of
arbitration shall be governed by the Arbitration and Conciliation Act,
1996. The arbitration proceedings shall take place in Bangalore and the
same shall be conducted in English. The decision given by such
arbitrator shall be in writing and shall be final and binding on both the
 parties hereunder. The fees to be paid to the arbitrator shall be such as
will be decided by such arbitrator.
5.4 Nothing contained in this Agreement shall be construed as imposing
any obligation or liability on PARAS to do anything or refrain from doing
anything in relation to the Principal Agreement or any other agreement
or arrangement between ABS and the US Company and the sole liability
of all obligations under such agreement shall be that of ABS.
5.5 This Agreement shall not be construed as a partnership or joint
venture between PARAS and ABS and neither of them shall have the
right to act as the agent of the other on any aspect unless specifically
and in writing permitted by the other.
5.6 Nothing contained herein shall be construed as imposing any
restriction on PARAS to identify other partners and entities to whom it
may grant business for consideration or enter into similar arrangement
with respect to any products including the Products.
5.7 The parties also agree that notwithstanding the termination of this
Agreement in the manner provided in 4.1, in the event of any fresh
agreement/arrangement entered into between ABS & the US Company at
any time in future this Agreement shall stand revived and both parties
shall then be bound by all the terms contained herein including that of
payment by ABS to PARAS.

IN WITNESS WHEREOF the parties have set their respective hands and seal to
this Agreement on the day, month and year first abovementioned.

Alden Business Solutions PARAS

___________________ ____________________

Name Name

Title: Title:
Company Seal: Company Seal: