AGREEMENT

THIS AGREEMENT is made and entered into on this ____ day of 2009 at
New Delhi.

BY AND BETWEEN

M/s Orange Cabs Pvt. Ltd., a company incorporated under the Companies Act
1956 having its registered office at New Delhi
through Mr. who is duly authorized by its board vide
board resolution dated 2009 (herein after referred to as “Orange Cabs”)
which expression shall, unless repugnant to its context or meaning thereof, be
deemed to include its successors and permitted assigns) of the FIRST PART.

AND

________________________, a company incorporated under the Companies Act

1956 having its registered office at ________________ through ____________ who
is duly authorized by its board vide board resolution dated _______ (herein after
referred to as “Vendee”) which expression shall, unless repugnant to its context
or meaning thereof, be deemed to include its successors and permitted assigns)
of the SECOND PART.

Orange Cabs and the Vendee shall hereinafter jointly be referred to as “Parties”
and individually as “Party”.

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WHEREAS:

A. That Orange Cabs is engaged into the business of providing Taxi / Cabs
on hire to big business houses and multinational companies etc..

B. That Orange Cabs has sufficient Cabs / Taxis in its fleet so as to provide
timely service to its customers / clients as per their requirement. It also in
certain cases as per the requirement of the client purchases brand new cars
and offers it for hire.

C. That the Vendee has represented to Orange Cabs that it is in requirement

of a brand new car and as such is also ready and willing to pay the hire
charges for using the services of Orange Cabs.

D. The Vendee has requested Orange Cabs to purchase a brand new car for it
and further it can be on finance / loan from a banking or a non banking
institution as the case may be and the Vendee will pay for the services of
Orange Cabs.

NOW THEREFORE in consideration of the mutual promises and undertakings

given by the Parties to each other herein the parties hereby agree and covenant
as follows:

1. Scope of the Agreement:

1.1 That the Vendee is in requirement of a brand new car of make “Toyota
Camry, Automatic Silver color”, for one of its senior executive namely Mr.
____________. And has approached Orange Cabs for making the said car
available to the Vendee.

1.2 Orange Cabs will purchase a brand new car of the said make for the
Vendee by the __________________.

1.3 It is made clear to the Vendee that the car will be on finance / loan from a
bank or a financial institution and as such timely payment of the bank /
financial institution is the essence of this agreement.

1.4 The Vendee shall make available the car to Orange Cabs for atleast one
day in a month for carrying out the routine / periodic maintenance. In
case if the service center requires the car for periodic maintenance for

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 more than one day then the Vendee will have to leave the car for the said
duration of time and shall not hold Orange Cabs responsible for the said
duration of time.

1.5 In the event if the Vendee requires a replacement vehicle when the car is
in periodic maintenance or otherwise for repair, the Vendee is required to
pay for the said replacement car. And that the Vendee will not demand a
free replacement under any circumstances.

2. Terms of Payment:

2.1 In consideration of the provision of the Services being provided by

Orange Cabs, Vendee shall pay in advance to Orange Cabs a monthly rent
of Rs. and taxes as applicable by the 2 nd day of each month. All
petrol expenses as well as day to running expenses (if any) will be
that of the Vendee.

2.2 It shall be the sole responsibility of the Vendee to pay the annual car
insurance premium before the date when it falls due. The said amounts
will be paid by the Vendee to Orange Cabs.

2.3 It shall be the sole responsibility of the Vendee to pay all or any taxes in
the nature of parking charges, toll taxes as applicable etc. And that there
shall be no responsibility of Orange Cabs to pay the said amounts in any
event.

2.4 In the case of an unforeseen incident where the car meets with an accident
for any reason what so ever i.e. either due to the faulty of the Vendee or
any other third person all that payment which is required to be made over
and above the insurance claim shall be the sole responsibility of the
Vendee.

2.5 It is agreed by the Vendee that in case if the vehicle is stolen, then any
amount which is payable over and above the insurance claim that
amounts will be payable by the Vendee. And it shall not be the
responsibility of Orange Cabs to pay any sums of amount nor shall it be
the responsibility to pay the shortfall amount to the bank or the financial
institution.

2.6 The Vendee shall pay 3 month advance rental as interest free security to
Orange Cabs. Orange Cabs will not be liable to pay any interest on the

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 said security amount to Vendee.

3. Tenure:

3.1 The tenure of this agreement is for a period of two years from the date of
its execution.

3.2 The period of two years is also the lock in period of this agreement. The
Vendee can not terminate this agreement during the said period.

3.3 However the Vendee if it so desires can terminate this agreement prior to
the expiry of the lock in period by payment of agreed rentals for the
remaining period of the lock in period.

4. RELATIONSHIP BETWEEN THE PARTIES:

4.1 The relationship between the parties is from principle to principle basis
and this agreement shall not be construed to be either a joint venture or
partnership.

4.2 It is specifically agreed between the parties that Vendee will not employ,
or solicit any personnel of Orange Cabs who are involved in the present
assignment.

5. Termination and Cancellation:

5.1 This Agreement shall become effective from the date of commencement
latest date of signature and remain in force untill two years from the date
of its commencement.

5.2 In the event that the Vendee is in breach of this Agreement or defaults in
the payments terms or unable to pay the sums due and payable under the
terms of this agreement in such an event Orange Cabs has the right to
terminate this agreement. However in the event of such a termination the
Vendee has to pay the amount due and payable for the remaining lock in
period as well as the other sums that became due and payable under this
agreement.

5.3 Upon expiry or termination of this agreement the possession of the vehicle
/ car will be deemed to be with Orange Cabs.

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6. Confidentiality:

6.1 Each party shall not disclose to third parties nor use for any purpose other
than for the proper fulfillment of the purpose of this Agreement any
Information received from the other party in whatever form under or in
connection with this Agreement without the prior written permission of
the other Party. Furthermore, each party agrees not to publicize or
disclose the existence or terms of this Agreement to any third party
without the prior written consent of the other party, except as may be
required by applicable law.

7. Assignment of the Agreement:

7.1 The Vendee will assign this Agreement or any of its share therein without
the prior written consent of the other Party.

8. Settlement of Disputes:

8.1 Any dispute arising out of or in connection with this Agreement,

including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by courts at Delhi only.

9. Governing law:

9.1 This Agreement shall be governed by and construed in accordance with

the laws of India.

10. Entire Agreement:

10.1 This Agreement contains the entire understanding between the Parties in
respect of this matter and all previous correspondence, memoranda,
minutes of meetings, offers, enquiries and other documents exchanged
between the Parties prior to the date of this Agreement shall be cancelled
and superseded by this Agreement.

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11. Miscellaneous:

11.1 This is an exclusive agreement between the parties.

11.2 No failure or delay of either Party in exercising its rights hereunder

(including but not limited to the right to require performance of any
provision of this Agreement) shall be deemed to be a waiver of such rights
unless expressly made in writing by the Party waiving its rights.

11.3 In the event that any provisions of this Agreement shall be held invalid as
contrary to any law, statute or regulation in that regard, the invalidity of
such provision shall in no way affect the validity of any other provision of
this Agreement and each and every provision shall be severable from each
and every other.

11.4 The headings used in this Agreement are inserted for convenience only
and shall not affect the interpretation of the respective provisions of this
Agreement.

11.5 The Vendee shall inform Orange Cabs on each occasion / day when the
car leaves outside the territorial jurisdiction of Delhi. In such an event if
the Vendee so desires can avail a driver however the chares thereon shall
be borne by the Vendee.
11.6 It is hereby expressly agreed between the parties that it shall be the sole
responsibility of the Vendee to handle matters / claims which shall / may
arise out of any untoward incident e.g. an accident. Including engaging of
advocates / lawyers.

M/s ORANGE CABS PVT. LTD. ___________________

WITNESS:

1.

2.