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Consignee Agency Agreement

This deed of consignee Agency Agreement is entered into this the day
of 2010, at Bangalore, between:

1. M/s. Sri Family Biz, a direct marketing concern, having its office at No. 8/A, 1 st
Floor, 1st Main, 1st cross, Manuvana, Vijayanagara, Bangalore – 560 040,
herein mentioned as MY HOME represented by its proprietor, Mr. S. R. Rao
Sahib, hereinafter referred to as the Principal, and

2. M/s. having its office at no.

represented by its
Mr / Mrs hereinafter referred to as the “Agent”

Whereas the Principal is doing business of food products and nutritional suppliments
on C2C network style under the name and style of “My Family Biz” and have
members and stock points who will grow in large numbers throughout the length
and breadth of the country.

And whereas it has been decided to go in for appointing consignee agents, who will
be known “Agent “operating as hub to serve the stock points in supplying the
stocks, building the Family members and conducting presentations. The Agent will
be doing the role of Joint Family Head.

And whereas it has been decided by the Principal to appoint Hubs for each state,
demarking the area of operation for each such hub depending on the business and
market.

And whereas the Agent agreeing to take up the operation approached the Principal
and it is agreed to operate the hub on the following terms and conditions:

Now this deed of consignee agency agreement witnesseth that:

1. The Principal agreed to appoint the Agent as consignee agency for the
products of the Principal and the Agent agrees to carry over the business of
the Principal as consignee agency, to the extent of, and the terms set out in
this deed and shall operate the hub in accordance therewith.

2. The Agent shall have a minimum of 700 sq. ft area to locate the hub initially
and provide the area required in future to meet the business growth, where
the stocks of the Principal can be stacked in good, clean and hygienic
conditions and away from pests, as the products are food products and
nutritional supplements. In addition the Agent shall also provide required
furniture for conducting small presentation programmes for the officials of
the Principal allotting some space in the hub area.

3. The Agent shall have the facilities of telephone, computer systems with
broadband connections and the requisite normal printer to print out the
invoices with UPS to support power failures.

4. The Agent shall have their own VAT and CST registrations.

5. The Principal shall transfer the stocks to the Agent on stock transfer invoice
to the hub. It is made clear that the entire stocks belong to the Principal,
which shall be subjected to verification from time to time at such intervals as
deemed necessary by the Principal or their nominees and auditing for the
storage and ambience shall be done periodically in accordance with the
quality control norms and as per HACCP (Hazardous Analytical Critical Control
Point) certification of Food safety procedures. The stocks shall be insured by
the Principal for hub stocks as well as for transportation. Any shortfall to the
stocks shall be to the account of the Agent and the value shall be recovered
by the Principal. The Principal shall provide requisite packing materials for
repacking the stocks to be sent to the stock points, which also to be properly
accounted by the Agent. The Agent shall not hypothecate nor shall create
any lien on these stocks as the ownership of the stocks lies with the Principal
and the Principal is at liberty to create any such lien on these stocks
including hypothecation of these stocks to their Bankers, as the Principal may
deem fit from time to time and the Agent shall cooperate with the Principal in
exhibiting such signboards as may be required by the Principal regarding this.

6. All orders generated by the stock points shall be processed by the Principal
and the Agent shall print the invoices at their hub for such orders arising from
the respective stock points located under the area allotted to the hub. The
Agent shall pickup, check and pack the invoiced goods which has to be taken
out for packing on FIFO method and dispatch them to the respective stock
points after due verification. The Agent shall maintain the requisite records
for the stocks of the Principal.

7. The Agent shall maintain all necessary books of accounts as per the statute,
shall pay the VAT on due dates, for which the Agent shall submit a detailed
statement along with invoice copies, copy of the VAT payment receipt and
acknowledgements from the respective sales Tax Authorities, to the Principal
and the same shall be reimbursed within 15 days from the date of receipt of
these documents at “My Home” by the Principal. In such cases where the
amount of VAT payable is more, then the Principal shall pay this amount to
the Agent as an advance on the Agent sending the detailed statement along
with invoice copies well in advance giving 15 days time to the Principal to
make this advance and such advance will remain as advance to the Agent to
be squared off as VAT payment only on Agent remitting this amount to the
respective authorities and the official receipt so obtained for such remittance
is surrendered to the Principal. The statement shall contain the details of
each invoice, such as name of the stock point, invoice number, date, the
basic amount and the applicable VAT etc.

8. The Agent shall engage the best, safe and fast transporter with competitive
rates in consultation and written concurrence of the Principal, through whom
the stocks will be dispatched to the stock points, The actual transportation
charges along with delivery charges will be reimbursed by the Principal within
15 days from the date of receiving the monthly statement along with
enclosures by the Principal at “My Home”. The statement should contain the
name, invoice number, place and amount and shall accompany the invoice
and the LR Copies of the transporter.

9. The Agent shall appoint his own competitive personnel for carrying out the
operations of the hub. All expenses for maintenance like rental, if any, and
the advance deposit for the premises, its running expenses with all the
requisite permissions and licenses shall be borne by the Agent. In case of the
principal demanding for additional services, the Agent shall provide for the
same and the respective expenditure for this shall be reimbursed by the
Principal.

10.The minimum order size for each order by stock point shall be Rs. 10,000/- on
basic price plus applicable taxes for time being and may get altered from
time to time, for door delivery. In case of any stock point requiring delivery
from the hub for a lesser volume, the stock point shall take delivery from the
hub personally on suspense, of course on remittance of the amount to the
principal in the modes specified to the stock points, such as depositing in the
bank or otherwise and the Agent shall deliver such goods to such stock points
only on written direction from the Principal. The invoice for such deliveries
shall be raised on such part purchases crossing Rs.10,000/- on basic price.

11.The Agent shall deposit Rs. 5,00,000/- (Rupees Five Lakhs only) with the
Principal as a security amount. This deposit will carry interest at the rate of
12% per annum, payable annually by the Principal, subject to deduction of
applicable taxes. The stocks shall be replenished to the extent of the deposit
amount.

12.The Agent shall be entitled to commissions after deducting the TDS on the
following basis, which shall be paid by the Principal on monthly basis on sales
at billing price.

a. Up to Rs. 50 lakhs per month : 2.5%


b. Above Rs. 50 lakhs and up to Rs. 100 lakhs per month : 2%
and

c. Above Rs. 100 lakhs : 1.5%

However, to sustain the initial period, in case of turnover not exceeding Rs.
20 lakhs per month, the Principal shall pay to the Agent Rs. 5,000.00
(Rupees five thousand only) as additional amount to subsidise the fixed
expenses.

13.The Agent shall submit such forms as prescribed by the respective sales tax
authorities, for stock transfer. The agent shall also submit “Form- F”,
wherever applicable once in every quarter for the stocks so transferred
during each such quarter.

14.The Principal expects the Agent to be the leader (Joint Family Head) for the
stock points (Family Heads) covered under their region and the Agent shall
organize meetings and seminars in the region periodically to implement the
policy, promotions and to achieve the budgeted family business. The Agent
shall maintain a very cordial relationship with the entire stock points, which is
of very high priority. The agent shall be entitled for the promotional
incentives announced by the company from time to time apart from the
commissions earned. The principal in accordance with the budgets and policy
will support the Agents to conduct the meetings and Family get-togethers.

15.This agreement shall be valid for one year initially and shall be renewed for
further such terms as may be mutually agreed and executed between the
Agent and the Principal. In case of either party desiring of terminating the
arrangement, shall serve a written notice giving three months time, on the
other party.

16.On termination of the agreement by efflux of time or otherwise as per clause


15 supra, the Principal shall take back the stock of the materials supplied and
being in stock or can transfer or shift the stocks to other place as may be
notified by the Principal. All accounts shall be reviewed as per the terms of
this agreement on such happening and shall be settled within 60 days from
the date of acceptance of accounts from both sides.

17.The Agent can operate as a stock point for that area, if he prefers to do so,
for which separate procedures as are prescribed shall be followed and this
operation is independent to that of the agency.

18.It is made clear that the Agent is an independent business entity shall be
responsible for all his acts and Principal is in no way responsible for any or all
acts of the said Agent, except for the products of the Principal that is being
dealt by the Agent.
19.The area allotted for operation under which the existing stock points and
those coming up for the Agent to operate from their hub is as notified in
“Annexure – I” to this deed, which shall be subjected to change by way of
addition or deletion of places at the sole discretion of the Principal for
providing better and efficacious service and to derive better economy in
supplies, as may be notified in writing to the Agent by the Principal from time
to time, as the Principal may deem fit.

20.Any or all the clauses can be amended or new clauses is added by the mutual
consent of both the parties, which shall be valid only on execution in writing.

21.Any or all dispute or differences that may arise on the construction of or


representation of this agreement shall be settled by Arbitration to be referred
to a sole Arbitrator having Bangalore jurisdiction.

22.The respective courts at Bangalore, Karnataka shall have the jurisdiction over
this agreement.

23.One copy of the agreement engrossed on stamp paper of adequate value and
executed by the Principal shall be with the Agent and another copy of the
agreement engrossed on stamp paper of adequate value and executed by
the Agent shall be with the Principal. Each of the copies shall be as
efficacious as the original.

In witness whereof both the principal and the agent, have set their respective
hands, this day, month and year first above written.

Witnesses:

Principal

Agent