DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement ("Agreement"), made and effective this , by and

between Tarsons Products Private Limited ("Manufacturer") and ("Distributor").

Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as

a “full line” distributor of Manufacturer's products as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements promises set forth herein,
the parties agree as follows:

1. Rights Granted.
Manufacturer hereby grants to Distributor a non-exclusive right, on the terms and conditions
contained below, to purchase, inventory, promote and resell "Manufacturer's Products" (as
defined below).

2. Products.
As used in this Agreement, the term "Manufacturer's Products" shall mean the products,
related service parts and accessories manufactured and/or sold by Manufacturer as follows:
Tarsons Products with the exception of Private Label, OEM and Tarsons co-branded products.

3. Terms of Sale.
All sales of Manufacturer's Products to Distributor shall be made pursuant to this Agreement
at such prices and on such terms as Manufacturer shall establish from time to time on at least
thirty (30) days’ notice. Manufacturer agrees to properly pack all items for shipment. Risk of
loss due to damage or destruction of Manufacturer's Products shall be borne by Distributor
after delivery to the carrier for shipment. The shipper will be selected by Manufacturer
unless Distributor requests a specific carrier and will bear all costs. All orders are subject to
acceptance by Manufacturer. Except as otherwise expressly agreed by Manufacturer in
advance, this Agreement shall control all aspects of the dealings between Manufacturer and
Distributor with respect to the Manufacturer's Products and any additional or different terms
in any Distributor order are hereby rejected.

4. Payment.
Distributor shall pay all charges in advance on acceptance of order by Manufacturer, as
shown on the proforma invoice.

5. Marketing Policies.

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Distributor will at all times maintain adequate inventories of Manufacturer's Products and will
promote vigorously and effectively the sale of Manufacturer's Products through all channels
of distribution prevailing in Distributor's "primary marketing area" (as defined below), in
conformity with Manufacturer's established marketing policies and programs. Distributor
will use its best efforts to sell Manufacturer's Products providing satisfactory consumer
service throughout Distributor's primary marketing area. Distributor acknowledges its intent
to concentrate its marketing of the Manufacturer's Products in its "primary” marketing area.

6. Merchandising Policies.
Manufacturer will provide Distributor with merchandising assistance from time to time in the
form of advertising programs, product and sales training and sales promotions. Distributor
agrees to fully use such assistance in carrying out Manufacturer's merchandising and sales
promotion policies.

7. Sales Policies.
Sales quotas, giving reasonable regard to past performance and market potential of
Manufacturer's Products, may be established by Manufacturer from time to time.

8. Product Warranty Policies.

In the event that any of Manufacturer's Products are proved to Manufacturer's satisfaction to
have been defective at time of sale to Distributor, Manufacturer will make an appropriate
adjustment in the original sales price of such product or, at Manufacturer's election, replace
the defective product. Manufacturer shall provide to Distributor information with respect to
Manufacturer's limited warranty extended to the original consumer of Manufacturer's
Products. MANUFACTURER MAKES NO WARRANTY TO DISTRIBUTOR WITH
RESPECT TO THE PRODUCTS, EITHER EXPRESSED OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification.
A. Manufacturer agrees to protect Distributor and hold Distributor harmless from any
loss or claim arising out of inherent defects in any of Manufacturer's Products existing at the
time such product is sold by Manufacturer to Distributor, provided that Distributor gives
Manufacturer immediate notice of any such loss or claim and cooperates fully with
Manufacturer in the handling thereof.
B. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from
any loss or claim arising out of the negligence of Distributor, Distributor's agents, employees
or representatives in the installation, use, sale or servicing of Manufacturer's Products or
arising out of any representation or warranty made by Distributor, its agents, employees or
representatives with respect to Manufacturer's Products that exceeds Manufacturer's limited
warranty. Further, in the event that any of Distributor's dealers shall, with respect to any of
Manufacturer's Products purchased from Distributor, fail to discharge the dealer's obligations
to the original consumer pursuant to the terms and conditions of Manufacturer's product

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warranty and consumer service policies, Distributor agrees to discharge promptly such
unfulfilled obligations.

10. Order Processing and Returns.

A. Manufacturer will employ its best efforts to fill Distributor's orders promptly on
acceptance, but reserves the right to allot available inventories among distributors at its
discretion.
B. Except for Manufacturer's products that are defective at the time of sales to
Distributor, and on the conditions stated, Manufacturer shall not be obligated to accept any of
Manufacturer's Products that are returned. In the event such returns are accepted,
Manufacturer may impose a reasonable restocking charge.

11. Financial and Reporting Policies.

Distributor acknowledges the importance to Manufacturer of Distributor's sound financial
operation and Distributor expressly agrees that it will:
A. Maintain and employ in connection with Distributor's business and operations
under this Agreement such working capital and net worth as may be required to enable
Distributor properly and fully to carry out and perform all of Distributor's duties, obligations
and responsibilities under this Agreement;
B. Pay promptly all amounts due to Manufacturer in accordance with terms of sale
extended by Manufacturer from time to time;
C. Abide by the terms & conditions as set forth for receiving rebates for appropriate
Special Price Quotations.

In addition to any other right or remedy to which Manufacturer may be entitled, shipments
may be suspended at Manufacturer's discretion in the event that Distributor fails to promptly
and faithfully discharge each and every obligation in this Section.

12. Use of Manufacturer's Name, Trademarks, or Logo.

Distributor will not use, authorize or permit the use of, the name "Tarsons Inc." or any other
trademark or trade name owned by Manufacturer as part of its firm, corporate or business
name in any way. Distributor shall not contest the right of Manufacturer to exclusive use of
any trademark or trade name used or claimed by Manufacturer. Distributor may, subject to
Manufacturer's policies regarding reproduction of same, utilize Manufacturer's name,
trademarks or logos in advertising, on stationery, or on computer web sites.

13. Relationship of the Parties.

The relationship between Manufacturer and Distributor is that of vendor and vendee.
Distributor, its agents and employees shall, under no circumstances, be deemed employees,

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agents or representatives of Manufacturer. Distributor will not modify any of Manufacturer's
Products without written permission from Manufacturer. Neither Distributor nor
Manufacturer shall have any right to enter into any contract or commitment in the name of, or
on behalf of the other, or to bind the other in any respect whatsoever.

14. Term and Termination.

Unless earlier terminated as provided below, the term of this Agreement shall commence
and shall continue until Decemebr 2015. At the end of the
term, the Agreement shall continue until terminated by either party on at least 90 days
prior notice.
A. Manufacturer or Distributor may terminate this agreement at any time by written
notice given to the other party not less than ninety (90) days prior to the effective date of such
notice.
B. Manufacturer may terminate this Agreement immediately upon notice to
Distributor, upon any of the following events: (1) failure of Distributor to fulfill or perform
any one of the duties, obligations or responsibilities of Distributor in this Agreement, which
failure is not cured with 30 days’ notice from Manufacturer; (2) any assignment or attempted
assignment by Distributor of any interest in this agreement or delegation of Distributors
obligations without Manufacturer's written consent; (3) any sale, transfer or relinquishment,
voluntary or involuntary, by operation of law or otherwise, of any material interest in the
direct or indirect ownership or any change in the management of Distributor; (4) failure of
Distributor for any reason to function in the ordinary course of business; (5) conviction in a
court of competent jurisdiction of Distributor, or a manager, partner, principal officer or
major stockholder of Distributor for any violation of law tending, in Manufacturer's opinion,
to affect adversely the operation or business of Distributor or the good name, goodwill, or
reputation of Manufacturer, products of Manufacturer, or Distributor; (6) submission by
Distributor to Manufacturer of false or fraudulent reports or statements, including, without
limitation, claims for any refund, credit, rebate, incentive, allowance, discount,
reimbursement or other payment by Manufacturer,

15. Obligations on Termination.

On termination of this Agreement, Distributor shall cease to be an authorized Distributor of
Manufacturer and:
A. All amounts owing by Distributor to Manufacturer shall, notwithstanding prior
terms of sale, become immediately due and payable;
B. All unshipped orders shall be canceled without liability of either party to the other;
C. Distributor will resell and deliver to Manufacturer on demand, free and clear of
liens and encumbrances, such of Manufacturer's Products and materials bearing
Manufacturer's name as Manufacturer shall elect to repurchase, at a mutually agreed price,
but not in excess of Manufacturer's current price to distributors for such products and
materials, provided that Manufacturer shall not be obligated to pay Distributor for any item
originally provided free of charge; and the Products must be in salable condition.

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 D. Neither party shall be liable to the other because of such termination for
compensation, reimbursement or damages on account of the loss of prospective profits or
anticipated sales, or on account of expenditures, investments, lease or commitments in
connection with the business or good will of Manufacturer or Distributor or for any other
reason whatsoever growing out of such termination.

16. Use of Name Prohibited.

On termination of this Agreement, Distributor will remove and not thereafter use any sign
containing any trade name, logo or trademark of Manufacturer including, but not limited to,
"Tarsons, Inc.", and will control containing such name, or any of Manufacturer's trademarks,
trade names or logos. Distributor will not at any time after such termination use or permit
any such trademark, trade name or logo to be used in any manner in connection with any
business conducted by it or in which it may have an interest, or otherwise whatsoever as
descriptive of or referring to anything other than merchandise or products of Manufacturer.
Regardless of the cause of termination, Distributor will immediately take all appropriate steps
to remove and cancel its listings in directories, and other public records, or elsewhere that
contain the Manufacturer's name, logo or trademark. If Distributor fails to obtain such
removals or cancellations promptly, Manufacturer may make application for such removals or
cancellations on behalf of Distributor and in Distributor's name and in such event Distributor
will render assistance.

17. Acknowledgments.
Each party acknowledges that no representation or statement, and no understanding or
agreement, has been made, or exists, and that in entering into this Agreement each party has
not relied on anything done or said or on any presumption in fact or in law, (1) with respect to
this Agreement, or to the duration, termination or renewal of this Agreement, or with respect
to the relationship between the parties, other than as expressly set forth in this Agreement; or
(2) that in any way tends to change or modify the terms, or any of them, of this Agreement or
to prevent this Agreement becoming effective; or (3) that in any way affects or relates to the
subject matter hereof. Distributor also acknowledges that the terms and conditions of this
Agreement, and each of them, are reasonable and fair and equitable.

18. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the
subject matter hereof. This Agreement may be modified only by a further writing that is duly
executed by both parties.

19. Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Distributor
without the prior express written approval of Manufacturer, which may be withheld by
Manufacturer at Manufacturer's absolute discretion.

20. No Implied Waivers.

Except as expressly provided in this Agreement, waiver by either party, or failure by either
party to claim a default, of any provision of this Agreement shall not be a waiver of any
default or subsequent default.

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21. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and
shall be given to the appropriate party by personal delivery or by certified mail, postage
prepaid, or recognized overnight delivery services;

If to Manufacturer:

Tarsons Products Private Limited

Suite # 213-214
“Jasmine Tower”
31, Shakespeare Sarani
Kolkata- 700 017

Attention : Mr. Rohan Sehgal

22. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of India
(Kolkata).

23. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full
force and effect as if such invalid or unenforceable term had never been included.

24. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.

______________________________ _______________________
Signature Date

_____________________________ _______________________
Signature Date

Rohan Sehgal Tarsons Products Pvt. Ltd

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