SERVICE AGREEMENT

THIS AGREEMENT made and executed at Mumbai this 8th day of February,

Two Thousand and Six BETWEEN Integreon Managed Solutions (India) Private

Limited, a company incorporated under Companies Act, 1956 hereinafter

referred to as “The Company ” (which expression shall unless it be repugnant

to the context or meaning thereof be deemed to include the its permitted

assignees) having its registered office at Trade Star, B Wing, 4th Floor, J. B.

Nagar, Andheri (East), Mumbai – 400 093, of the One Part AND M/s. Radiant

Hospitality Services, through its sole proprietor, Mr. Sheldon Simons

hereinafter referred to as “VENDOR” (which expression shall unless it be

repugnant to the context or meaning thereof include his heirs, executors,

sub-contractors, if any) of the Other Part.

WHEREAS the company is in the business of BPO and other software related

services AND WHEREAS the company is desirous of appointing VENDOR on

independent contract basis to provide representatives (hereinafter referred

to as “vendor representative/s”) for providing services at all its units in

Andheri and Powai (hereinafter referred to as “the said premises”).

“Services” shall mean such activities which shall include but not be

restricted to: Overall cleaning of internal as well as the external surrounding

area of the said premises, cleanliness of cloakrooms therein, Window

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cleaning, Disposal of Garbage of the company and other incidental

activities, etc and on terms and conditions appearing herein below.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. VENDOR shall furnish at his own cost and expenses, the vendor

representatives on need basis from time to time as solely decided by the

company for Services as mentioned above.

2. The VENDOR will provide all the required equipment and material for these

activities.

3. It is the sole responsibility of VENDOR to ensure that his vendor

representatives are carrying out the above-mentioned job with complete

precaution, due care and safety. VENDOR shall also protect the said premises

and the company’s employees and be responsible for prevention from hazards

& damage to the company property. In the event of any default or negligence

or carelessness on the part of the VENDOR or the vendor representatives or

any damage is caused to the said premises, not only shall VENDOR be liable

for the same but the agreement shall also be terminated by the company

without any prior notice and the damages as reasonably quantified by the

company shall be recovered from VENDOR.

4. In event of any accident of any of the vendor representatives (for which no

fault is attributable to the company), VENDOR shall be held responsible for all

such compensation, liabilities & responsibilities towards the vendor

representative/s and the company shall under no circumstances be liable for

the same.

5. This agreement shall commence on February 8, 2006 and shall be valid till

January 7, 2007. However it shall be terminated by the company with or

without cause by earlier determination by giving one-month notice to VENDOR

for reasons including but not limited to breach of any of the terms and

conditions of this agreement or unsatisfactory performance by VENDOR or the

vendor representatives.

6. On the termination of this agreement at the expiry of the aforesaid period or

earlier determination of the agreement, VENDOR and his vendor

representatives shall remove themselves, from the said premises and vacate

and deliver peaceful possession of the allotted equipment and material in such

good condition on, as is where is basis.

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7. VENDOR shall obtain at his own costs and expenses all the necessary

permissions, licenses and clearances from appropriate authorities as required

for providing these services. In the event of any default by VENDOR, VENDOR

shall be liable for indemnifying the company to its complete satisfaction.

8. VENDOR shall also maintain and update all the statutory records and file

statutory returns as required under various labour laws and intimate all the

changes in the vendor representatives from time to time to the statutory

authorities.

9. VENDOR shall comply with all statutes/rules/regulations including but not

restricted to the following Acts and regulations with regard to the vendor

representatives:

a) Contract Labour Regulation and Abolition Act, 1970

b) Minimum Wages Act, 1948

c) Payment of Wages Act, 1936

d) ESI Act, 1948

e) EPF Act, 1952

f) Any other laws, as applicable.

10. It is the sole responsibility of VENDOR to deposit the statutory payments

with the statutory authorities within prescribed time and submit the

challans/receipts evidencing the said deposits for the vendor representatives

working in the company’s premises. In default of the above, the company is

entitled to set off and adjust such amount/s towards any dues to be payable to

the VENDOR for his services without affecting its other rights under contract or

in law or equity.

11. VENDOR understands and hereby agrees to indemnify and keep

indemnified the company from any claim/s, litigation/s, etc that may be raised

or filed by vendor representatives/ third parties/ statutory authorities.

12. All disputes or questions arising hereunder shall unless decided by mutual

agreement of the parties be resolved by referring to the Arbitration of

Director of the company or any person nominated by him. Such arbitration

shall be held at Mumbai and shall be governed by and shall be subject to

the provisions of the Arbitration and Conciliation Act, 1996 or any statutory

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modification or re-enactment thereof for the time being in force in India and

the Arbitration Award shall be binding on the parties to the dispute.

13. The company shall retain the original Service Agreement and VENDOR shall

retain the duplicate thereof.

14. VENDOR undertakes to provide Vendor representatives at the rates as mentioned below at its own cost. :

WAGES BREAK UP

Statutory Obligation Amt(Rs.)Per House Keeper

Amt(Rs.)Per Team Leader

Basic Wages 2347.00 2648.00D.A 152.00 152.00HRA 164.00 400.00Conveyance Allowance 382.00 400.00Washing Allowance 455.00 400.00PF @ 13.61% on Basic +D.A 340.00 381.00ESIC @ 4.75% on(Gross less Washing Allowance ) 145.00 171.00MWF 6.00 6.00Bonus @ 8.33% On Basic +D.A. 208.00 163.00Leave @ 8.33 ( 3500/30 Days*21 Days/12 Months) 204.00 233.00Labour Consultant/Admin/Uniform @ 15% on Gross 525.00 600.00Cost To Company per Housekeeper/Team Leader 4928.00 5554.00

Currently seven housekeepers and one team leader is required at

Andheri Facility and ten housekeepers and one team leader is required

at Powai Facility. The company may change this number from time to

time. In addition to the above, the company shall pay to the VENDOR Rs.

5000/- (Rupees Five Thousand Only) for Andheri Facility and Rs. 9000/-

(Rupees Nine Thousand Only) for Powai Facility towards cost of cleaning

consumables and equipment. In addition to this the agency will charge a

management fee @ 10% on the total invoice and 10.2% service tax as

levied by the government. VENDOR may at his discretion, but without

any liability to the company, pay certain vendor representatives,

allowances/emoluments, as per Schedule B below. VENDOR shall also

pay to the Vendor representative’s medical and insurance benefits, as

required.

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Total Cost to Integreon

Particulars Andheri

Amt

(Rs)

Powai

Amt (Rs)

Statutory Payments Rs. 4928/- x 7 HK 34496.0

0

Rs. 4928/- x 10 HK 49280.00

Statutory Payments Rs. 5554/- x 1 TL 5554.00 Rs. 5554/- x 1 TL 5554.00

Cleaning Consumables 5000.00 9000.00

Sub Total I 45050.0

0

63834.00

Management Fee @ 10% 4505.00 6383.00

Sub Total II 49555.0

0

70217.00

Service Tax @ 10.2% 5055.00 7022.00

Total Cost to

Integreon

Andheri Facility 54610.0

0

Powai Facility 77239.00

15.Notwithstanding anything to the contrary in this Agreement and any

documents signed/ prior or subsequent to this Agreement, the company’s

sole obligation/ total liability under this Agreement is to pay the amounts as

per the provisions of this Agreement.

16.VENDOR shall pay the vendor representatives their salaries on cheque

basis and also give monthly proof to the company of the salary

payments made to each of the vendor representatives. The company

shall withhold payments to the VENDOR, if the said proof is not provided,

and the VENDOR agrees that it shall be liable for such defaults as

regards to all statutory authorities. VENDOR will be solely responsible for

payments of all salaries/contractual amounts/statutory payments

including as mentioned in the below Schedules.

17.The parties are and shall remain independent contractors and nothing

herein shall be deemed to cause this Agreement to create an agency,

engagement, partnership, or joint venture between the parties. Neither

party shall have any authority to bind the other to any matter or

undertaking.

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IN WITNESS WHEREOF, the parties have hereunto set their respective hands and

seal the day and year first herein above written.

For Integreon Managed Solutions For Radiant

Hospitality Services

(India) Pvt Ltd

Prashant Chawla Sheldon Simons

Chief Operating Officer Proprietor

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