Commuting THIS AGREEMENT is made on the .

day of June 2012, BY AND BETWEEN, 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 FIRST PART and Knowledge Indica, having its corporate and registered office at D - 311 Shanti Commercial Complex, Mira Road (East), Dist : Thane, Maharashtra - 401107, which expression, where the context admits, shall include the heirs, executors and administrators OF THE SECOND PART. WHEREAS: 1. The FIRST PART is a company engaged in .and in connection with its business, requires the services of the SECOND PART. 2. SECOND PART is a company engaged in providing consultancy and manpower solutions have the necessary skills and expertise required to undertake and perform such services to the satisfaction of the FIRST PART. 3. Discussions having been held between the parties, The FIRST PART has retained the services of the SECOND PART from --------- 2012, on the following agreed upon terms and conditions, which they now desire to reduce into writing by executing this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:

1. SCOPE OF AGREEMENT 1.1. The SECOND PART shall, during the term of this Agreement, undertake the obligations specified in this Agreement and provide to The FIRST PART, the work and services of providing consultancy and manpower solutions, for the consideration and upon the other terms and conditions herein provided. 1.2. To facilitate the above the Company will : For all positions, define and provide the Agency, recruitment criterion for each of the job family. Designate an Executive who would be a person of authority, to facilitate day-to-day coordination. Provide a days induction to the Agency team designated to the account, to observe the interviews and understand the job/ process requirements.

 Allocate one day of the week, for a detailed feedback on the candidates forwarded by the Agency to the Company during that week. Provide the Agency a quarterly rolling plan of their staffing requirements, along with the job specifications at the beginning of every month. Inform the Agency of any duplication of candidates within two days of receipt of the candidature. Treat all information regarding technology, tests, processes etc. in strictest confidence. 1.3 The consideration payable by The FIRST PART to the SECOND PART for the work and services shall be as follows: Particulars of Professional Fee Payable8.33 % of CTC 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 companys 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 the FIRST PART hires The SECOND PARTs candidate within twelve (12) months from the date of submission of resume to The FIRST PART, the placement shall be considered a result of The SECOND PARTs referral efforts. d) The SECOND PART will not approach any of The FIRST PARTs employees directly or indirectly for other employment opportunities during the tenure of this agreement. e) Invoicing: The SECOND PART will submit invoices as and when placements are complete and the candidate reports for duty. f) Payment Terms: Payment shall be made within ten days from the date of invoice. g) If the candidate leaves the company before completing one month service, The SECOND PART will provide a replacement candidate within one month or refund the professional fees paid by The FIRST PART in the following manner; 100% refund if the candidate leaves within 7 days, 66% refund if the candidate leaves within 15 days and 33% refund if the candidate leaves within 21 days. h) Service tax at the rate applicable as on the date of the invoice shall be charged in the invoice separately

2. OBLIGATIONS OF The SECOND PART The SECOND PART 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. 3. OBLIGATIONS OF The FIRST PART. The FIRST PART will, subject to compliance of this Agreement and all statutory requirements and the provision of the work and services to its satisfaction of The SECOND PART 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 The SECOND PART and shall not be used for any other purposes without the prior written consent of The SECOND PART. 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 The FIRST PART and the SECOND PART 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 June 2012 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 Knowledge Indica., The SECOND PART aforesaid, by

Managing Director

SIGNED and DELIVERED for and on behalf Of --------------------. Ltd., The FIRST PART aforesaid, by

GM HR In the presence of witnesses: 1.

2.