THIS AGREEMENT is made on the -- day of June 2008,, BY AND

BETWEEN, --------CONSULTING PRIVATE LIMITED, a company

incorporated under the Companies Act, 1956, having its Registered Office
at #-------------------------- (hereinafter referred to as "----------", which
expression, where the context admits, shall include its successors and
assigns) OF THE ONE PART and ----------------, having its registered office
at # ---------------------, India (hereinafter referred to as “--------------",
which expression, where the context admits, shall include the heirs,
executors and administrators) OF THE OTHER PART. WHEREAS: 1. ------
----- is a company engaged in providing --------------- and in connection
with its business, requires the work and services of ---------------. 2. ---------
----- has the necessary skills and expertise required to undertake and
perform such work and services to the satisfaction of ----------. 3.
Discussions having been held between the parties, ---------- has retained the
services of ----------t from --------- 2008, on certain terms and conditions,
which they now desire to reduce to writing by executing this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH as follows: 1.
SCOPE OF AGREEMENT. 1.1. ----------------- shall, during the term of this
Agreement, undertake the obligations specified in this Agreement and
provide to -----------------, the work and services of -----------------, for the
consideration and upon the other terms and conditions herein provided.
1.2. The consideration payable by ----------------- to ----------------- for the
work and services shall be as follows: Particulars Professional Fee Payable
Upto Assistant Manager 8.33 % of CTC Upto Senior Manager 10 % of CTC
GM & above 12 % of CTC 1.3 a) Annual Gross Salary for the purpose of
professional fee calculation will include Basic Salary & any other
components that may be a part of the flexible plan or otherwise, including
company’s contribution to PF, annual incentive, sign on bonuses and
relocation allowances if any. b) Validity: This agreement shall be valid for a
period of one year and may be extended for a further period or periods
under fresh terms and conditions as may be mutually agreed between
parties hereto. c) If ----------------- hires -----------------’s candidate within
twelve (12) months from the date of submission of resume to -----------------
, the placement shall be considered a result of -----------------’s referral
efforts. d) ----------------- will not approach any ----------------- employee
directly or indirectly for other employment opportunities during the tenure
of this agreement. e) Invoicing: ----------------- will submit invoices as and
when placements are complete and the candidate reports for duty. f)
Payment Terms: Payment shall be made within thirty days from the date of
invoice. g) If the candidate leaves the company before completing three
months of service upto Senior Manager level, ----------------- will provide a
replacement candidate within three months or refund the professional fees
paid by ----------------- in the following manner; 100% refund if the
candidate leaves within 30 days, 66% refund if the candidate leaves within
60 days and 33% refund if the candidate leaves within 90 days. h) If the
candidate leaves the company before completing six months of service at
GM & above level, ----------------- will provide a replacement candidate
within six months or refund the professional fees paid by ----------------- in
the following manner; 100% refund if the candidate leaves within 60 days,
66% refund if the candidate leaves within 120 days and 33% refund if the
candidate leaves within 180 days. i) Service tax at the rate applicable as on
the date of the invoice shall be charged in the invoice separately 2.
OBLIGATIONS OF -----------------. ----------------- will ensure full and
proper compliance by him/her, of all applicable laws, rules, regulations and
other statutory requirements whatsoever, in implementing this Agreement
and carrying out his/her duties and obligations hereunder and will obtain
all required registrations, licenses, approvals, sanctions etc.
Notwithstanding his responsibility to comply with any directions or
instructions given by ----------------- or any ----------------- personnel
concerned, ----------------- will not, however, for any purposes, be treated or
deemed to be an employee or agent of ----------------- but will be an
independent contractor without any claims or rights whatsoever for
employment with ----------------- and ----------------- will have no
obligations or liabilities whatsoever in relation to ----------------- and
his/her work and services, save as is herein provided. 3. OBLIGATIONS OF
-----------------. ----------------- will, subject to compliance of this Agreement
and all statutory requirements and the provision of the work and services to
its satisfaction by ----------------- and subject to deduction of tax at source,
ensure full and timely payments for the work and services as provided in
this Agreement. The work and services provided in pursuance of this
Agreement are exclusively in connection with the business and activities of
----------------- and shall not be used for any other purposes without the
prior written consent of ----------------- ----------------- will not require ------
----------- to carry out any duties or functions other than those provided for
in this Agreement, without the prior written consent of -----------------. 4.
CONFIDENTIALITY. Both the parties shall ensure that he maintains
complete confidentiality with regard to all information relating to its
premises, business, assets, affairs, employees etc. 5. FORCE MAJEURE.
The obligations of ----------------- and ----------------- shall remain
suspended if and to the extent that they are unable to carry out such
obligations owing to force majeure or reasons beyond their control. In the
event of such inability continuing for more than a month, the other party
shall have the right to terminate this Agreement without further obligation.
6. INDEMNITY. Notwithstanding anything herein stated, neither party
shall be liable to the other for any indirect, consequential, penal, exemplary
or like damages even if advised of the possibility of the same. 7. TERM AND
TERMINATION. 7.1 This Agreement shall commence/be deemed to have
commenced as on and from 13th June 2008 and shall be in force till the
period mentioned in clause 1.3(b) mentioned herein before. 7.2 Either party
may at any time, without cause, terminate this Agreement by giving to the
other thirty (30) days written notice. 7.2 In the event of breach of this
Agreement by either party, the other party will be entitled to terminate this
Agreement forthwith and without any advance notice. 7.3 Expiry or earlier
termination of this Agreement will not prejudice any rights of the parties
that may have accrued prior thereto. 8. NO AGENCY. It is clearly
understood and accepted by both parties that this Agreement and the
contract between the parties evidenced by it are on principal to principal
basis and nothing herein contained shall be construed or understood as
constituting either party hereto the employee, agent or representative of the
other, under any circumstances. 9. ENTIRE AGREEMENT. This Agreement
embodies the entire agreement and understanding between the parties as
to the subject matter hereof and supersedes all prior negotiations,
arrangements, agreements and writings and understandings between the
parties. IN WITNESS WHEREOF the parties have caused this Agreement
to be executed in duplicate at -----, the day and year first above written.
SIGNED and DELIVERED for and on behalf Of ----------------- Consulting
Pvt. Ltd., ----------------- aforesaid, by Managing Director SIGNED and
DELIVERED for and on behalf Of --------------------. Ltd., -------------
aforesaid, by GM HR

In the presence of witnesses:

1.

2.