C O M M E R C I A L    T E R M S    &    C O N D I T I O N S

C & F A

     Security deposit of Rs. 21,00,000/- (Rupees twenty one lacs only)

     We do not accept Bank Guarantee, because C & F A is a custodian on behalf of the
         company and in case of non-cooperation, we cannot use the Bank Guarantee.

     Company will provide the following facilities to C & F A :

         •      Interest on deposit @ 6% per annum

         •      Service charges @ 2% of the sales

         •      Reimbursement of telephone expenses, courier charges and other incidental                  expenses on actual basis.

         •      Godown rent @ Rs. 2,000/- (Rupees two thousand only) per month

     Company will pay freight up to the main godown of C & F A on FOR basis.

     The payments from Super Stockist will be directly collected by the Company.

     All the taxes (direct and indirect) shall be borne/reimbursed by the Company.


S U P E R    S T O C K I S T (FMCG)

     The Super Stockist will be appointed for a particular Area/Commissionary/Zone, detail of          which will be given in separate Annexure.

         •      That the Super Stockist has to invest minimum Rs. 5 Lacs in the first phase to have                  minimum stock level of 10 Distributors @ Rs. 50,000 each.

     Company will provide the following facilities to Super Stickist:

         •      That the Second party will be allowed 5% of the invoice as trade margin.

         •      The super Stockist can charge @ 2% towards onward freight.

     Company shall supply the materials 'tax paid' and if any liability regarding tax/octroi                 comes, the same shall be borne by the company.

     The Super Stockist will pay 100% amount of the total order, alongwith the order.

     The Super Stockist must have their complete infrastructure like godown, telephone, fax             and computer, in a way to run the operation smoothly.

     All the demand drafts shall be in favour of "MIRIK HEALTHFOODS PVT. LTD" payable at          New Delhi.

     The Super Stockist will despatch the materials strictly on receipt of full payment only,
         from the Distributors.

D I S T R I B U T O R S

     The material will be supplied from the Local Super Stockist/C & F A on receipt of full                  payment only.

     The Distributor will not sell our products beyond the area allotted by the company.

     The Distributor must maintain stock for all the products sold by Mirik Healthfoods for a               period of atleast 15 days.

     The Distributor must visit all the retailers in the area regularly and ensure full distribution           and placement of company products.

     The company reserves the right to appoint any number of stockist for a particular area.

     The company shall pay the distributor, a commission at the uniform rate of 8% on all the          products sold by Mirik Healthfoods to the Stockist.

     The company will not be responsible for any claim of the Distributor, unless it is submitted          to the company latest by 7th of the succeeding month duly verified by the Area Sales                Representative and forwarded by the ASM/RSM to the Accounts Manager of the company.