AGENCY AGREEMENT

between

Poten Environment Group Co Ltd, a company incorporated under Law of China, (hereinafter
referred as PEGCLor the PRINCIPAL) having its Office at Floor 12A, Shougang International
Trade Tower, No. 60 Xizhimen North Street, Haidian District, Beijing 100082.

and

Uniseven Engineering & Infrastructure Private Limited a Company incorporated under

Companies Act, 1956, whose registered office is situated at 30D, Jawaharlal Nehru Road, Kolkata
700016, India and Corporate Office at Ecospace Business Park, 4th Floor, Block 3A, 2F/11, New Town,
Rajarhat, Kolkata 700160, WB, India
(hereinafter referred to as the AGENT and Local Partner for Civil, Structural,Erection and Commissioning
assistance)

Whereas, Uniseven Engineering & Infrastructure Private Limited is engaged in the business of waste water
treatment, etc since 2011 and have experience of handling certain projects in the field. Uniseven keep on
receiving various enquiries on the subject from time to time.

Whereas, Uniseven have received and working on enquiries from the following projects in India i.e.

NMDC TENDER DOCUMENT FOR ZERO LIQUID DISCHARGE ( CONSULTANT MECON)

IT IS AGREED AS FOLLOWS:

ARTICLE 1 SUBJECT OF THE AGREEMENT

1.1. The PRINCIPAL appoints the AGENT, for the execution of the project mentioned above for its
requirement of Water Treatment and Waste Water Treatment Project etc (hereinafter called the
PROJECT), which is integral part of the present Agreement.

1.2. The AGENT may generate other enquiries and shall refer those enquiries to principal and shall
expect the PRINCIPAL shall generally channel an inquiry received directly and business in the
TERRITORY through the AGENT. And on refusal by either party, other party may refer such
enquiries to others.

ARTICLE 2 AGENTS FUNCTIONS

2.1. The AGENT agrees to put all efforts to secure the PROJECT as listed in the best possible way,
acting reasonably with the diligence of the responsible businessman. Furthermore, the AGENT
agrees to make the best commercial efforts to protect the PRINCIPALs interests.
2.2. The AGENT shall, with the diligence of responsible businessman, keep the PRINCIPAL informed
on his activities and on the state of competition within the TERRITORY.
2.3. The AGENT shall investigate himself, with the diligence of a responsible businessman, on the
solvency of Customers / PROJECTS.
2.4. He shall further keep the PRINCIPAL currently informed about the laws, regulations and any other
rules in force related to PROJECTS (e.g. concerning labelling, technical specifications, safety rules
and so on).
2.6. The AGENT shall further send - minimum every quarter - a report on activities related to projects.

ARTICLE 3 ADVERTISING AND FAIRS

3.1. The AGENT shall be responsible for all advertising, necessary to properly promote the
PROJECT in the TERRITORY. Advertising actions shall be previously agreed between the
AGENT and the PRINCIPAL to enable the latter to evaluate their compatibility with his
commercial policy to bear expenses.
3.2. The AGENT shall render his best cooperation to the PRINCIPAL, whenever latter attends trade
fair or exhibitions to be held in the TERRITORY. The expenses for the location of the space, the
realization of the booth will be at PRINCIPALs care.

ARTICLE 4 PAYMENTS
4.1 The AGENT shall not be entitled to receive payments on the PRINCIPALs behalf unless after
having received a prior written authorization from the PRINCIPAL to that effect.

ARTICLE 5 PRINCIPAL 'S TRADEMARKS AND SYMBOLS

5.1 The AGENT shall make use of the PRINCIPALs trademarks names, or any other symbols, only for
the purpose of identifying and advertising the PROJECT, as AGENT of the PRINCIPAL and in the
PRINCIPALs sole interest.
5.2 The AGENT hereby agrees neither to register nor to have registered, trademarks, trade names or
symbols of the PRINCIPAL. He agrees, as well as, neither to register nor to have registered,
trademarks, trade names or symbols that may be confused with the PRINCIPALs one.

5.3 The prerogative to make use of the PRINCIPALs trademarks trade names, or symbols, as provided
for under Article 5 .1 ceases immediately for the AGENT, with the expiration or termination, for
any reasons, of this Agreement.

ARTICLE 6 UNFAIR COMPETITION

6.1 The AGENT shall inform the PRINCIPAL as soon as he gets notice of it, about any acts of
unfair competition or violation of the PRINCIPALs intellectual property rights by third parties
and concerning the PROJECT. He shall also assist the PRINCIPAL in defence of his rights in the
TERRITORY, for which the AGENT shall be entitled to reimbursement of expenses incurred by
them.
ARTICLE 7 SECRECY
7.1 The AGENT shall not reveal, either during the validity of this Agreement or after its termination, the
PRINCIPALs t r a d e or commercial secrets or other confidential information, that has come to
his knowledge through his activities as AGENT for the PRINCIPAL, and agrees not to use such
secrets or confidential information for purposes other than those of this Agreement.

ARTICLE 8 CUSTOMERS COMPLAINTS

8.1 The AGENT is entitled to receive observations or complaints made by Customers in respect of
defects in PROJECT delivered. He shall immediately inform the PRINCIPAL of any such case and
shall act in the PRINCIPALs best interests. He has however no authority to engage, in any way,
o n b e h a l f o f the PRINCIPAL, unless after having received a specific written authorization to
such effect. PRINCIPAL shall take all necessary action and agent shall assist in solving such
complaints.

ARTICLE 9 AGENTS EXPENSES

9.1 The AGENT shall bear all expenses incurred in promoting the sales (such as telephone, telex,
telegram, office, travel expenses) as well as any other expense made under this Agreement. Such
expenses shall be deemed to be entirely covered by the commission provided for in Article
11 of this Agreement.

ARTICLE 10 EXCLUSIVITY
10.1 The PRINCIPAL also grants First Right Of refusal to Uniseven for any project in India referred to
Principal directly.

ARTICLE 11 AMOUNT OF COMMISSION

11.1 The AGENT is entitled to a sale commission of 3% (say three percent only) on Value of order as
may be awarded and received by the PRINCIPAL, which are made during the currency of this
Agreement to Customers established. In special cases the commission pertaining to the sale of
PROJECT may be varied to _ _ _ (say ___ percent only) by mutual written agreement between
the Parties.

11.2 The AGENT furthermore accepts his commission, to be agreed upon between the Parties case-
by-case, in the case of sales negotiated with Customers established outside the scope of agreement
but for goods sold or delivered to Customers.

ARTICLE 12 METHOD OF CALCULATING COMMISSION AND PAYMENT

12.1 Commission shall be calculated on the ex-works or F.C.A. (whatever is applicable) net
Contract Price. The portion of Contract Price pertaining to packing, freight, insurance is excluded
from the basis for the calculation of commission.
12.2 The PRINCIPAL will release payments to the AGENT on pro-rata basis as the PRINCIPAL receives
payment from the customer.
12.3 Both, in case of full payment and partial payment, The AGENTs commission will be paid,
against AGENTs invoice, on the last Monday of the month, 15 days after the payment/s of the
Contracts invoice by the Customer.
12.4 Commission shall be paid in the same currency as that the Customers order stipulates.

ARTICLE 13 ABORTIVE BUSINESS

13.1 No commission shall be due in respect of offers or orders transmitted by the AGENT and not
accepted by the PRINCIPAL.
13.2 If a Contract made by the PRINCIPAL as a result of business transmitted by the AGENT is not
hereafter carried into effect, by the PRINCIPAL totally or partially, the AGENT shall not be
entitled to any commission in respect of the portion of the contract that has not been fulfilled.

ARTICLE 14 ADVERTISING MATERIAL AND LITERATURE

14.1 The PRINCIPAL shall provide the AGENT with the required advertising material and literature
(leaflets, brochures, technical documentation, drawings) about the PROJECT. Such material shall
remain the property of the PRINCIPAL.

ARTICLE 15 TERMS OF THE CONTRACT

15.1 This Agreement enters into force for five years ( 5 years) on the date of its signature by both Parties
and shall remain in force until _____ day of ________, ___ and automatically expire on the next day
unless it is extended with the mutual consent.

ARTICLE 16 UNFINISHED BUSINESS

16.1 Business transmitted by the AGENT before the expiration of this Agreement and which results in
the conclusion of a Contract of Sale with a Customer in the TERRITORY (down payment
receipt) within s i x (6) months after such expiration, shall entitle the AGENT to
commission under the provisions of Article 12.

ARTICLE 17 EARLIER TERMINATION

17.1 Each Party may terminate this Agreement for any specific project with immediate effect, in case of
occurrence of an important event constituting a justifiable reason for the earlier contract termination,
by written notice sent by registered mail with return receipt.

17.2 A justifiable reason for the earlier contract termination is any violation of the contract
obligations that is of sufficient importance not to allow the continuing of the relationship on a
reciprocal confidence basis.
17.3 The following events shall be considered as justifiable reasons for earlier contract
termination: bankruptcy, any kind of composition between the bankrupt and the creditors,
civil or criminal sentences as well as any circumstances which may affect his reputation or hamper
the carrying out of his activities.
17.4 This agreement may be terminated with regard to any specific project in case of continued Force
majeure conditions restricting performance of contract for a period of six months or more.
ARTICLE 18 RETURN OF DOCUMENTATION AND ADVERTISING MATERIAL
18.1 On the expiration of this Agreement The AGENT shall return to the PRINCIPAL all advertising
material and any other documents, which have been made available to him by the PRINCIPAL and
are in his possess.

ARTICLE 19 TERMINATION INDEMNITY

19.1 It is mutually agreed that neither Party shall be entitled to any indemnity for the acquisition of
Customers, Agreement termination or equivalent compensation in case of Agreement termination in
terms of Article 17.3 or non-renewal.

ARTICLE 20 APPLICABLE LAW

20.1 The present contract is governed by the laws of India.

ARTICLE 21 COMPETENT JURISDICTION ARBITRATION

21.1 Any controversy or claim arising out of, or relating to the execution of this Contract which
cannot be resolved amicably between the Parties within 60 (sixty) days of commencement of
dialogue, shall be referred to and settled by Summary arbitration in Singapore, in accordance with
the applicable Rules of Arbitration of the International Chamber of Commerce, whose award shall
be final and binding upon both Parties. The applicable law will be Italian Law. The mandate to the
Arbitrator shall be to complete the Arbitration proceeding within 1 (one) year from its
commencement. No party shall challenge the award of the Arbitral Tribunal in any court of law.

ARTICLE 22 AUTHENTIC TEXT PREVIOUS AGREEMENTS MODIFICATIONS

22.1 This Agreement supersedes other preceding agreement, written or verbal, that might have taken
place in the past between the two Parties on the subject.
22.2 No addition or modification to this Agreement shall be valid unless made in writing.

ARTICLE 23 PROHIBITION OF ASSIGNMENT

23.1 The present contract cannot be assigned without prior agreement between the two Parties.

ARTICLE 24 LIEN
24.1 The AGENT has not lien to the property of the PRINCIPAL or the AGENT.

The PRINCIPAL The AGENT

Date: Date:

We also need to add that for the civil & structural and erection part we will take care.