Foreign Collaboration Agreement

This agreement is made atMumbai this …………… day of ………… 2000 betweenTESCO inc incorporated under the appropriate laws of the United Kingdom having its office at 3 Broadway, London(hereinafter referred as TESCO) of the one part andNELCO ltd. a company registered under the Companies Act 1956 and carrying on business at 98 V.S.Road,Mumbai 400 001 (hereinafter referred to as NELCO) of the other part.

WHEREAS TESCO is carrying on business as manufacturer of and dealer in and exporter of Computers, Computer Hardwares and Softwares and intends to further expand its business in India and other East Asian countries.

WHEREAS NELCO is now carrying on business in a small way in manufacturing and exporting Computers, Computer Hardwares and Softwares and intends to improve its products and marketing and all-round development with the technical assistance from AMCO.

WHEREAS TESCO and NELCO have agreed to co-operate and collaborate in developing, manufacturing and marketing of Computers, computer Hardwares and Softwares and accessories in relation thereto for mutual benefit.

Now these presents witnesseth and the parties herein agree as follows:

1. TESCO will supply to NELCO plant, machinery and equipments for the purpose of improving and adding to the existing factory and instal the same for manufacture of Computers, Computer Hardwares and Softwares and all related accessories.

2. TESCO will supply the necessary Designs, Lay-out, Drawings and other forms of technical know-how for the successful operation of the plant of NELCO so as to enable it to manufacture quality goods capable of competing with world players in world markets.

3. TESCO will render assistance by deputing experts and technicians for improvement in and development of the manufacturing processes, quality control, marketing and after-sales servicing.

4. TESCO will give appropriate training to selected employees of NELCO inMumbai so that NELCO can operate more efficiently its plant, market its products and export the same to the best advantage possible.

5. TESCO will give advice on any new developments in technology or marketing or in any of the aspects of the business so that NELCO may successfully compete with global manufacturers in global markets.

6. The consideration for rendering these services will be 10% of the net profit of NELCO to be paid to TESCO, according to the Balance Sheet and Profit and Loss accounts finalised, approved by General Meeting and filed with the Registrar of Companies...