AGREEMENT

This Agreement is entered into Date-7/2/08, between Procall Private Limited having its Corporate Office at Procall Private
Limited # F-6. First floor. Triveni Commercial Complex. Shiekh Sarai Phase-1. New
Delhi-1100 17 hereinafter referred to as "Procall" (which expression shall unless repugnant to the context or meaning thereof
includes its successors, associates, business affiliates, subsidiaries and assigns) of the one part and
Address of the Party M/s Telelogic India Pvt. Ltd. #72 Salarpuria pearl civil station. Residency road. Bangalore 560025hereinafter referred to
as "User" (which expression shall unless repugnant to the context or meaning thereof includes its heirs, legal
representatives, successors and assigns) of the other part and
Whereas the User has approached Procall for Renting Trunking Radio Services under the terms and conditions
contemplated by this Agreement.
NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS

1. SECURITY DEPOSIT
The user agrees to pay an amount of Rs 6000/- as an interest free security deposit in Procall Pvt. Ltd. This will be deposited
in the bank by Procall Pvt. Ltd. and shall be returned to the user on the expiry of the rental period after they return the
radios, Accessories and any other material belonging to Procall Pvt. Ltd, Which they have taken on rent in good order and
condition (To be confirmed by Procall after inspection at their premises) 2.. RENTAL PERIOD
The User agrees to rent radios from Procall for a minimum period of 12 months. The start date of
Rental period will be the date from which Radios will be activated.
3. SCHEME OF RENTAL

a. The customer would be required to use Procall services for a minimum period of 12 billed months. This period
would be considered as locking period for the agreement.
b. During the Rental period the Radios will remain the absolute properly of Procall. In case of discontinuity of the
rental services or non payment / dishonour of cheques or any other such event, the Radio shall be repossessed by
Procall for which no credit will be given to the User.
c. In case of loss, damage or theft, the User shall be liable to reimburse the cost of the equipment less depreciation
(i .e. 20% W.D.V) to Procall. Procall shall switch off the lost Radio immediately on written information by the user
mentioning the UFMI (user fleet member ID) of the radio. The cost of Radio, for the above purpose has been fixed
at Rs. 12000/- (Rupees Twelve Thousand only) per set.
e. Although Procall is obliged to provide the service in accordance with the terms and conditions of this agreement, it
shall not be responsible for any damages where the continuity of the service is affected by reasons of Acts of God,
natural calamity, fire, Strikes, Riots, Govemment/Statutory Order or Restrictions and/or such other events outside
Procall's control.
 f. During the useful life of the Radios, they remain property of Procall Private Limited.

3. AIR TIME AND RENTAL CHARGES ON RADIO

a. The User agrees to take Radios on rent from Procall Private Limited.
The rentals will be charged @ Rs. 1200/- per unit per month payable monthly in advance.
b. Service Tax will be charged @ 12.36%. Incase of any new Taxes are incorporated by Government of India or State
Government; the same would be communicated separately.
e. This agreement is valid for quantity upto 100 radios.
4. PAYMENT TERMS

a. Work Order along with one month service in advance in favor of ProCall Private Limited.
b. Rental Payment payable monthly in advance in favor of ProCall Private Limited.
5. Service Maintenance
a. All hardware related issues to be reported / repaired at Motorola Authorized service centre in Bangalore. The contact for the
same will be :M/s Redington India # 122/2, Infantry Road, Monarch Chambers, 2nd floor, Bangalore.

b. Any Network service related issues will be addressed by Procall Private Limited.

6. ACCESSORIES

All spare batteries and other related accessories will be purchased by Telelogic India Pvt. Ltd directly from the
Motorola Authorized Repair Centre for the purpose of using Radios on rental.
7. COMPLETION

On expiry of the rental period or termination of the agreement, the User shall immediately handover the possession of
the Radios to Procall Private Limited along with the cheque of rental usage period.
8. TERMINATION

On Completion of 12 months paid billing, either party can exit from the agreement by giving a 30 days notice period.
In case Customer decides to terminate the agreement before completion of 12 paid months, the customer will be liable
to pay Procall for the balance months of services.

In the event of termination, the termination would be applicable on receipt of complete radios along with accessories
by Procall or any of its representatives.
9. CONSF.Ot JF.NCF.S OF DISHONOUR OF CHEQUES

The User hereby undertakes that he fully understands and is aware of the
consequences of dishonour of cheque, which are enumerated as per "Section 138 of
the negotiable Instrument Act, 1881 .

10. ARBITRATION

In case of dispute arising out of, or in relation to this Agreement between the parties
hereto the same shall first be sought to be settled by arbitration governed by the
Arbitration and Conciliation Act, 1996 and the rules framed hereunder.
11. JURISDICTION

All disputes arising out or in any way connected with this Agreement shall be deemed
to have arisen in Delhi/New Delhi and only the courts in the State of Delhi shall have
jurisdiction to determine the same.

12.Allassociated cost, incidental to the execution of this agreement will be borne by

Procall and shall not be reimbursed by the User.
13.Thecharges by Procall are fixed for the period of 12 months and no enhanced
charges will be payable by the User. Apart from any new Govt, levies & Taxes.

14. .The User expressly agrees to pay sales tax, service tax and such other taxes, cess and
levies imposed by
State/central government, municipal or local authorities whenever they become
leviable at any point. (As on date Taxes are Service Tax @12.36% on Rental
Charges.)

IN WITNESS WHEREOF the parties have hereto put their hands on this day, month and
year herein above written.

For and on behalf of For and on behalf of

PROCALL PRIVATE LIMITED Telelogic India Private Limited

(Authorised Signatory) (Authorised Signatory)

Date and Stamp

1) 1

WITNESS WITNESS