ASSOCIATION AGREEMENT

THIS ASSOCIATION AGREEMENT is made effective from the --------- day of

February 2010 BETWEEN:

Sheladia Associates, Inc.,

15825 Shady Grove Road, Rockville, MD 20850, USA OF THE FIRST PART
(hereinafter referred to as SHELADIA)
and

Multimedia Consultants Pvt Ltd.,

Multi House, Lane Next To C.N. Vidhyalaya
B/h Reliance Petrol Pump, Ambawadi, Ahmedabad 380 006, India

(hereinafter referred to as {MULTIMEDIA) OF THE SECOND PART

WITNESSES THAT:

WHEREAS, SHELADIA and MULTIMEDIA shall join forces for the

establishment of a Association to provide services for the Project Independent
Consultancy Services of 4/6 laning of Gujarat/Maharashtra Border to Surat- Hazira
Port Section of NH 6 in the State of Gujarat under NHDP Phase III on BOT basis
(hereinafter referred to as the Project) to the National Highway Authority of
India, (hereinafter referred to as the Client)

AND WHEREAS the Association desire to enter into this agreement (hereinafter
referred to as the Agreement) and to form an unincorporated Association for the
purpose of carrying out and performing the services set forth in the contract with
the Client (hereinafter referred to as the Contract), any amendments or
supplements thereto and any other assignments accepted by the parties hereto
which involve work connected with the Project.
NOW THEREFORE, in consideration of the mutual promises and agreement
herein contained, the parties hereto agree to the following:
Article 1 Name of the Association

Name of the Association comprising SHELADIA and MUTLIMEDIA will be

SHELADIA MUTLIMEDIA Association. It will have SHELADIA as the lead
partner who shall enter into the contract, including any amendments or
supplements thereto, with the Client on behalf of the Association.

SHELADIA MUTLIMEDIA

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Article 2 Liability of Association to the Client

2.1 The Association is jointly and severally liable to the Client for performing the
services and the obligations of the Association set forth in the Contract, in
accordance with the terms and conditions thereof.

Article 3 Liability of Association as Between Themselves

3.1 As between the Partners, each Partner is solely liable for, and shall
indemnify and hold harmless the other Partner from any damages, injuries,
expenses, costs, claims, proceedings and losses arising as a result of its
negligence, willful misconduct or breach of obligations under the Contract.
Article 4 Delineation of duties/ responsibilities and scope of work

4.1 Each Partner shall participate in the Association on the basis of their inputs as
decided mutually at the time of submission of Technical Proposal. The
division of responsibilities, time schedule and allocated manmonths is as
given in Appendices I, II &III.

4.2 All communication concerning contractual matters will be done by the Lead
Partner unless otherwise agreed to in writing.

4.3 A Managing Committee comprising of a Chairman and two members will be

constituted to direct and oversee the Work as set out in Appendix V.

4.4 The Project Team shall be lead by Team Leader appointed by the Lead partner.
The Team Leader will be responsible for day-to-day management of the
project. Staff members assigned to the project will act in accordance with
the directions given by the Team Leader. All technical and routine
communications with the Client shall pass through the Team Leader.

4.5 The partners agree that Mr. Manish Kothari, President, Sheladia Associates,
Inc. shall act as the authorized representative of the Association. He may
delegate this role to other staff members of Lead Partner from time to time.

Article 5 Payment to Multimedia

5.1 The payments for the MULTIMEDIA staff inputs will be made by
SHELADIA against an invoice along with the signed timesheet(s) of the
staff of MULTIMEDIA approved by the Team leader or the Home Office
Project Manager.

Article 6 Duration of the Association Agreement

6.1 The Agreement shall remain in force until all responsibilities of the
Association towards the Client have been fulfilled.

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6.2 This Association shall come into force immediately after both parties have
signed it. It shall continue to have full force and effect and shall terminate:
(a) if the parties jointly decide to cancel the agreement,

(b) on completion of the contract with NHAI.

IN WITNESS WHEREOF duly authorized representatives of the Partners have

executed this Association Agreement as of the date and year first written above.

SHELADIA MULTIMEDIA

By: By:

Name: Name:
Title: Title:

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 APPENDIX I

DIVISION OF RESPONSIBILITIES

Responsibilities for each of the Partners will be as follows:

SHELADIA

! As the lead firm, managing the day-to-day activities of the Association including
project coordination, reporting, approvals from appropriate authorities, etc.

! Administrative and contract administration functions through Home Office Project

Manager (HOPM).

! Provide the appropriate man-months of professional service and key personnel, as

indicated in Appendix III and the Contract.

! Within the framework of the manpower allocated, will perform all technical work
as necessary as per the Scope of Work.

MULTIMEDIA

! Provide appropriate man-months of professional service and key personnel as

indicated in Appendix III and the Contract.

! Within the framework of the manpower allocated, will perform all technical work
as necessary as per the Contract Scope of Work.

! Assist in Management functions as agreed with Lead Partner

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 APPENDIX II

TIME SCHEDULE

The detailed program, specific milestones and outputs required at the various stages are
as defined in the technical proposal and client contract, as modified from time to time. In
case of conflict between the two documents, the requirements of the Contract will
prevail. Staff will be mobilized according to the requirements of the work, as agreed
with the Client, and on the written authorization of the Team Leader or an authorized
representative of Association.

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 APPENDIX III
ALLOCATED MAN-MONTHS

The distribution of Key Professionals & Sub Professionals named in the

Contract will be as assigned to each Partner in the Technical Proposal
submitted to the Client. In case it is necessary to replace any named person
for any position in the Technical Proposal, the Partner that had initially been
assigned the position will have the first chance to find and field a suitable
substitute within a reasonable time. The allocation of key professionals, sub-
professionals and office support staff will be as given below:
Total
Manmon
S.No Position ths SHELADIA MULTIMEDIA
Key Staff
1 Team Leader 48 48 -
2 Road Safety Expert 4 4 -
3 Senior Bridge Design Engineer 13 - 13
4 Traffic and Transport Expert 7 7 -
5 Senior Pavement Specialist 14 14 -
6 Senior Quality cum Materials Engineer 25 25 -
7 Resident cum Highway Engineer 39 39 -
8 Financial Expert 4 39 -
9 Legal Expert 4 4 -
Sub Total 158 142 13
Sub-Professionals
1 Survey Engineer 32 * *
2 Highway Design Engineer 39 39 -
3 Assistant Highway Engineer (2 No.s) 60 * *
4 Bridge/ Structural Engineer 24 24 -
5 CAD Expert 8 * *
6 Environmental Engineer 10 * *
7 Assistant Bridge Engineer (2 No.s) 54 * *
Assistant Quality cum Material Engineer (2
8 No.s) 54 * *
9 Electrical Engineer 6 * *
10 HTMS/Toll Expert 5 * *
Sub Total 292 89 *
Office Support Staff
1 Office Manager 36 36 -
2 Accountant 36 36 -
3 Cashier / Secretary 36 36 -
4 Photocopy Machine Operator 36 36 -
5 Steno 36 36 -
6 Computer Operator 42 42 -
7 Guard (2 No.s) 96 96 -
8 Office Boy (1 No) 48 48 -
Sub Total 356 356 0
* MULTIMEDIA may submit candidates to Sheladia, if so desired, and subject to having superior
candidate, will be given one position and upto two positions by Sheladia.

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 APPENDIX IV

FEES, CHARGES AND FINANCING OF LOCAL CURRENCY COMPONENT

Man-month Costs

Fee for the staff time provided by each partner will be paid at the applicable rate in the
Contract, provided the NHAI reimburses fully at the applicable rate in the Contract.
There will be a management fee of 8% of sub-professional rate, paid to Lead partner of
the total payment to MULTIMEDIA.

The partners will submit to Team Leader or an authorized representative appointed by the
Lead Partner, all documentation of expenses as required for filing of tax returns.

For each staff member mobilized, the Association will pay its partners
mobilization/demobilization costs as per the Contract or as reimbursed by NHAI.

If NHAI, for any reason, but particularly for excessive staff substitutes, pays a reduced
rate, the rate payable by the Association to the partner causing such action, shall be
reduced by the same percentage

Other Direct Costs and General Expenses

Expenses incurred by each Partner against reimbursable items will be paid to the partner
at cost. The Lead Partner for this project will mostly handle this component.

Finance / Funding

To the extent possible, all direct Rupee running costs will be covered by Lead Partner. If
it becomes necessary to provide Rupee financing, the partners will provide funds to the
Association in equal share. Any such funding will be returned to the partners as funds
become available.

Taxes

Each Partner will be responsible for its own taxes.

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 APPENDIX V

MEMBERS OF THE MANAGEMENT COMMITTEE

The Members of the Management Committee shall be as follows:

Chairman: Mr. Manish Kothari, President, Sheladia Associates Inc.

Member 1: Mr. Peter Batty, Director, Sheladia Associates Inc.

Member 2: Mr. Apurva Parikh, Director, MULTIMEDIA