EXHIBIT - D

Nimit

Mr. K. Sudhakar

Manager - Sales

Applitech Solution Limited

Ahmedabad.

Sept. 14, 2000

Dear Mr. Sudhakar,

Purchase Order

Please treat this as our Purchase Order for development & installation at our premises, a customized software for Internal Management System for Order Execution & MIS.

This order is being released in response to your revised offer dt Sept. 12, 2000, but with following changes as agreed upon over telephone yesterday and in our meeting this morning:

$\triangleright$ Price

The price will be Rs. 8.25 lakhs (Rupees Eight Lakh and Twenty-five Thousand only).

$\triangleright$ Penalty Clause

For each phase, you have

quoted certain no. of days required to complete the phase. These are given in Annex: A.

From this Annex: A, completion date will be calculated for each phase. This will be called "Phase Completion Date" (PCD).

For any delay in actual completion of a given phase, beyond PCD, a penalty will be levied at the rate of 0.5% of the total order value for each week (or part thereof) of the delay. However, the total penalty will be limited to 5% of the order-value.

$\triangleright$ Start of the Project

Allowing you 10 days to mobilise your manpower resources and for intimating to us, the names/qualifications/past experience of your team-members who will work on our project, Phase I shall commence on Monday, Sept 25.

$\triangleright$ Phase-Wise Completion Dates

These will be as per Annex: B

If there is a likelihood of delay in completion of any phase, you will inform us in writing about the same in advance. This will, however, not change/alter the PCD as far as the application of Penalty Clause is concerned.¹

By same token, any time saved in completion of an earlier phase, could be utilised for execution of the subsequent phase, without altering the PCD for the subsequent dat²e.

$\triangleright$ Other Terms & Conditions

These will remain same as per your offer dt. Sept. 12, 2000, except to the extent as modified above.

$\triangleright$ Enclosed find our cheque no 412944 dt 14/9/2000 for Rs. 1.65 Lakhs

Kindly sign & return duplicate copy of this letter by way of your acceptance.

With regards

Accepted:

_______________

Sign.

H. Doshi

3 P Consultant

Date: Sept. 14, 2000.

 

Annex: A

ORDER EXECUTION MODULE

(Internal Management System)

COMPARISON OF OFFERS BY APPLITECH

Phase/Stage	No. of Days Required to Complete the Phase
	As per Aug. Offer
I - System Requirement Study	10
II - Design & System Specs. Physical Design.	30
III - Coding/Testing/Documentation/User Acceptance Testing	40
IV - Installation of Software/Training	20
Total	100
V - Debugging till fault-free Operation of Software.	40