SHAREHOLDERS' AGREEMENT

1.

A.

The Company had an authorized share capital of 100,000,000 shares of common stock of   which 10,793,650 par value $.0001 are issued and outstanding as of June 2, 2008 of which the Shareholders own a total of 5,000,000 shares of Common Stock.

1.1

“Act” means the Securities Act of 1933 as amended from time to time.

1.2

“Affiliate” means companies within the same “group”, and any entity, which controls, is controlled by, or is under the common control of any of the Parties to this Agreement. The term “control” being used in the sense of power to elect, appoint or remove either singly by itself or together with other Affiliates a majority of its directors or to direct and control the management of a company, or to hold in excess of 50% of the voting interest. The term Common Control being used in the sense that the shareholder and the other person are both ultimately controlled by the same person. Common Control shall mean the predominant ultimate beneficial interest and/or effective control being exercised by the same person or a group of persons over third parties, any Party to this Agreement and/or any of their Affiliates.

1.4

(i)

(ii)

(iii)

(iv)

(v)

any director of the or of any Shareholder or of any holding or subsidiary company of the Company or of a Shareholder.

1.7

“Senior Management” means any officer or director of either the   Company or personnel of the Company or Protech or any other individual drawing emoluments or salaries in excess of $10,000 or more per month or a person functionally heading a department.

1.8

“Stock Option(s)” or “ESOP” means the equity shares of the Company which may be issued in favor of the Employees of the Company.

1.9

“Third Party” means any party which is not a party to this Agreement.

1.10

Headings are used for convenience only and shall not affect the meaning or interpretation of this Agreement.

1.11

In this Agreement, (unless the context requires otherwise):--

(i)

reference to the singular includes a reference to the plural and vice versa,

(ii)

reference to any gender includes a reference to all other genders.

(iii)

reference to any person includes any legal or natural person, partnership, firm, trust, company, government or local authority, department or other body (whether corporate or unincorporated).

(iv)

reference to an individual shall include his legal representative, successor, legal heir, executor and administrator.

(v)

words and expressions used but not defined in this Agreement shall have the same meaning as in the Act.

(vi)

reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to statutory provisions.

(vii)

references to any statute or regulation made using a commonly used abbreviation shall be construed as a reference to the title of the statute or regulation.

(viii)

references to any Article, Clause or Annexure shall be deemed to be a reference to an Article, Clause or Annexure of or to this Agreement.

1.12

The Schedules to this Agreement shall form an integral part of this Agreement.

1.13

For the purpose of this Agreement, “Confidential Information” shall include all:

(a)

Production process, marketing techniques and arrangements, mailing lists, purchasing information, pricing policies, quoting procedure, financial information, customer and prospect names and requirements, employee, customer, supplier and distributor data, price lists and other materials or information relating to the Company’s business and activities and the manner in which the Company does business;

(b)

Computer software, whether, existing or hereafter developed for use on any operating system or machine, all modifications, enhancements and versions and all options available with respect thereto, and all future products developed or derived therefrom;

(c)

Source and object code, flowcharts, algorithms, coding sheets, routines, subroutines, compilers, assemblers, design concepts and related documentation and manuals.

(e)

All other materials or information related to the business or activities of the Company which are not generally known to others engaged in similar business or activities.

(g)

All information about or belonging to suppliers and clients of, and all parties to any agreement with the Company which would be confidential information pursuant to the above definition if such other parties were in the position of the Company.

a)

information or knowledge which may become available to the public generally;

b)

any disclosure or use required by law or the order of a court or tribunal of competent jurisdiction or by any appropriate regulatory authority;

c)

any disclosure or use with the consent of the Board.