CONTRACT FOR SERVICES

This Contract for Advisory Services (“Contract”) made on this DATE at New
Delhi between Company Name , a company incorporated under the Companies
Act, having its registered office at COMPANY ADDRESS , hereinafter referred to
as “COMPANY”, which expression shall unless repugnant to the context include
its successor, and permitted assigns of one part and CONTRACTEE NAME
AND ADDRESS hereinafter referred to as Advisor, which expression, unless
repugnant to the context, shall mean and include successor, and permitted
assigns of the second part.

Whereas Advisor has offered to advice and provide consultancy to COMPANY

on various business aspects of the Company, described more in detail in the
Annexure to this Contract.

Now, therefore in consideration of the mutual promises contained herein, the

Parties agree to as follows:

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ARTICLE - I - PURPOSE OF THE AGREEMENT

a. That both the Parties to the Contract have agreed and asserted that
the sole purpose of this Contract is to provide the Consultancy
Services to COMPANY in lieu of a monthly Rs. FEES/- (Rupees
---Only) Consultancy fee.

b. That the Advisor shall advice on various business aspects of the

Company, as assigned by the Directors from time to time.

ARTICLE - Il - TERMS AND TERMINATION

a) That this Contract shall be valid initially for a period of one year
commencing from Date, and can be renewed for further terms of one year
each with mutual consent.

b) This Contract can be terminated by COMPANY at any time by giving three

month's written notice in advance and can be terminated by the Advisor by
giving at least two months written notice in advance.

c) This Contract can be terminated due to the events mentioned in Article III
of this Contract by COMPANY and by Advisor as per Article IV of this
Contract.

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ARTICLE - III - EVENTS OF DEFAULT

“------COMPANY ------can terminate this Contract on the happening of any of the

following events:

a. Expiry of the term of this Contract.

b. In the event ------COMPANY ------is dissatisfied with the quality of the

Services wherein, ------COMPANY ------can terminate the Contract without
notice.

c. In the event Advisor becomes insolvent or liquidation proceedings have been

commenced against Advisor.

d. In the event of any material breach of this Contract, including, but not limited
to any breach of “Confidentiality Clause” as provided hereunder.

ARTICLE -IV - TERMINATION BY ADVISOR

That Advisor can terminate this Contract on the happenings of any of the
following events:

a. If ------COMPANY ------becomes insolvent or being wound up or liquidation

proceedings commences.

b. If any extraordinary circumstances in the nature of force-majeure have

occurred which make it impossible for the Advisor to provide the services and
to fulfill its obligation's under this Contract. Extraordinary circumstances, for
the purposes of this clause shall not mean, any increase in cost, strike or
other similar actions by the employees of Advisor.

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ARTICLE - V - CONSIDERATION

a. That ------COMPANY ------shall pay to Advisor, a consultancy charges

(“Consultancy Charges”) of Rs. AMOUNT – FEEE per month and service
tax as applicable from time to time.

b. That Advisor will raise invoices for the services provided to ------COMPANY
------ on a monthly basis.

c. That the payments shall be made after deduction of statutory dues as

applicable. Service Tax applicable will be borne by ------COMPANY ------as
above.

ARTICLE-VI -DISPUTE RESOLUTION

That in the event of any dispute arising out of or pertaining to the provisions of
this agreement, the Parties shall try to resolve the dispute in an informal and
amicable manner. If the Parties are unable to settle the matter within 30 days
after such notification either party may commence arbitration proceedings to
resolve such matter as per the Arbitration and Conciliation Act, 1996 through the
appointment of a sole arbitrator who shall be appointed by the Office Head. The
venue of the arbitration will be New Delhi.

ARTICLE-VII-JURISDICTION

That the Courts at Delhi shall have the exclusive jurisdiction in the event of any
dispute arising between the Parties.

ARTICLE-VIII- CONFIDENTIALITY

That it is agreed between both the parties that during the performance of this
Contract, the Advisor will be accessing, whether intentionally or otherwise,
various Information pertaining to ------COMPANY ------, its business, employees
or any other information which may be used by any other party to the detriment
of ------COMPANY ------ “------COMPANY ------s Confidential Information”

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That the Advisor, at all times, both during the Term of the Contract and for a
period of one (1) year thereafter, keep in confidence all of the “------COMPANY
------Confidential Information, and will not use such Confidential Information
without the other Party’s prior written consent. The Advisor will take reasonable
measures to maintain the confidentiality of the “------COMPANY ------Confidential
Information. Advisor will immediately give notice to “------COMPANY ------ of any
unauthorized use or disclosure of the other “------COMPANY ------Confidential
Information of which it becomes aware.

That it is clearly understood and agreed that Advisor shall not use the name of
“------COMPANY ------or its association with “------COMPANY ------in any
communication or statement without the prior approval of “------COMPANY ------. In
addition, Advisor shall not make, cause or support any public/press statement
referring to or containing “------COMPANY ------, its business or line of activity.

ARTICLE -IX- SERVICE DELIVERY AND INDEMNITY

That this Contract is for providing of Consultancy Services and is not intended to
make or otherwise construe an Employer Employee relationship.

The Advisor shall compensate and indemnify “------COMPANY ------for any loss
resulting from any action/inaction or omission, whether deliberate or otherwise.

None of the provisions herein shall be deemed to constitute a partnership

between the Parties and neither shall have any authority to bind or shall be
deemed to be the agent of the other in any manner whatsoever.

That the Company shall not be responsible or liable for any claim raised by the
aforementioned Consultant(s) and/or associates arising out of this MOU or on
account of working in the premises of the Company

That any such analysis, program(s), system application(s) and/or similar

Intellectual Proprietory Rights are developed by the Advisor during the
performance of this Contract shall be the absolute property of “------COMPANY
------and the Advisor shall not contest the said rights at any time.

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ARTICLE -X- WAIVER

No delay in exercising, or omission to exercise any right, power or remedy

accruing to the Advisor upon any default under this Contract shall impair any
such right; power or remedy or shall be construed to be a waiver thereof or any
acquiescence in such default; nor shall the action or inaction of the Advisor in
respect of any default or any acquiescence by it in any default affect or impair
any right, power or remedy of the Advisor in respect of any other default.

ARTICLE -XI- SERVICE OF NOTICE

Any notice or request to be given or made to the Advisor or to “------COMPANY

------or to any other party shall be in writing. Such Notice or request shall be
deemed to have been given or made when it is delivered by hand or dispatched
by mail or telegram or by facsimile to the Party to which it is required to be given
or made at such Party's designated address as stated above.

ARTICLE -XI- ASSIGNMENT:

Advisor shall not assign its rights or delegate its duties under this agreement either
in whole or in part without the prior written consent of “------COMPANY ------. Any
attempted assignment or delegation shall be with the express consent of the other
party.

ARTICLE -XI- WAIVER:

It is expressly understood that if either Party on any occasion fails to perform any
term of this agreement and the other Party does not enforce that term, the failure to
enforce on that occasion shall not prevent enforcement on any other occasion.

ARTICLE -XI- SEVERABILITY:

Each section of this agreement is severable. If a court of competent jurisdiction

holds any provision unenforceable, such ruling shall not impair any other provision
that remains intelligible and all other provisions shall continue in effect.

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IN WITNESS WHEREOF the parties have set their hands to this Contract on the
date mentioned herein above.

That the parties, in mutual trust and agreement have signed this on the date and
place mentioned hereinabove.

For and on behalf of the For and on behalf of the

Ist Party 2nd Party

Witnesses

1.

2.