CHANNEL PARTNERSHIP AGREEMENT This agreement executed at ________on this day the 23rd November 2010.

Between xyz a Company incorporated in India and having its registered office ________ _________ represented by its Managing Director _________and hereinafter called ERP on the one part; And SHREE MAHALAXMI ENTERPRISES having its registered office at ___________________________________________________, represented by its Proprietor Mr. ____________________ hereinafter referred to as SHREE MAHALAXMI ENTERPRISES of the other part. Whereas ERP is a Company engaged in design, development and promotion of a ERP software solution known as ERP. Whereas SHREE MAHALAXMI ENTERPRISES is a Company involved in dealing with providing services for Web Design and Hosting, developing customized software and selling account software in Mumbai. Whereas ERP and SHREE MAHALAXMI ENTERPRISES are interested in entering into an agreement, whereby SHREE MAHALAXMI ENTERPRISES develops the market for ERP, hereinafter called the Products in the territory of INDIA. Now therefore this agreement witnesseth as follows: 1.0 PRODUCTS The ERP product designed, developed and promoted by XYZ. 2.0 TERRITORY India with right to create reseller under him for all the potential region 3.0 PERIOD OF AGREEMENT

One year from 23th Noivember 2010 4.0 This agreement will be a non-exclusive and SHREE MAHALAXMI ENTERPRISES will be compensated on agreed terms of orders which are obtained only through their efforts. 5.0 SHREE MAHALAXMI ENTERPRISES undertake that they will not handle any competing products. 6.0 RESPONSIBILITIES 6.1 SHREE MAHALAXMI ENTERPRISESRESPONSIBILITIES 6.1.1 SHREE MAHALAXMI ENTERPRISES will generate regular enquiries for the products in the territory. 6.1.2 SHREE MAHALAXNI ENTERPRISES will follow up on all enquiries and submit periodic reports in the required formats to ERP. 6.1.3 SHREE MAHALAXMI ENTERPRISES will undertake visits either by themselves or jointly with the representatives from ERP for techno-commercial discussions. All expenses towards such activities incurred by SHREE MAHALAXMI ENTERPRISES personnel will have to be borne by SHREE MAHALAXMI ENTERPRISES

6.1.6 SHREE MAHALAXMI ENTERPRISES will ensure collection of orders, collection of advance payments, collection of payments as per schedule, . All payments from customers for ERPare payable directly to ERP after deducting The commission 6.1.7 SHREE MAHALAXMI ENTERPRISES will be responsible for the complete chain of activities from the enquiry stage till all the above are completed. 6.1.8 SHREE MAHALAXMI ENTERPRISES prospects/customers along with will register the list of

their respective details with ERP to ensure that the prospect/customer is registered under their commission account, in the case that an order is collected from the respective prospect/customer. 6.2 ERP RESPONSIBILITIES 6.2.1 ERP would provide to SHREE MAHALAXMI ENTERPRISES commercial and technical information as well as brochures / catalogs on the ERP products. required

6.2.2 ERP personnel will make joint visits to customers wherever it is necessary to make technical presentations / to conduct negotiations.

6.2.3 ERP will provide copies of all offers, any correspondence to the customers, Order Acknowledgements, Invoices, Debit Notes etc. which are required for follow up. 6.2.4 ERP will also provide the price details. 7.0 SCHEDULE OF COMMISSION TO BE PAID

SHREE MAHALAXMI ENTERPRISES will be compensated on the efforts by ERP on the following terms: 7.1 For every sale of ERP User License Subscription, 50% of the license fees will be paid as commission for the first year of subscription.

7.2 For the first renewal of the subscription to ERP by the customers generated by SHREE MAHALAXMI ENTERPRISES, 25% of the user license subscription amount will be paid as a commission.

7.3 For the subscription by reseller under SHREE MAHALAXMI ENTERPRISES 10% amount will be retained as a commission. And rest 50% to be passed on to subreseller. 7.4 Commission to SHREE MAHALAXMI ENTERPRISES will be payable only after the entire commercial transaction pertaining to a specific contract is completed. This 8.0 CONFIDENTIAL INFORMATION Each party shall undertake that its employees shall, at all times, keep strictly confidential all secret and confidential information relating to the others business and undertaking and its customers and the business and undertaking of such customers as it may receive from the other and shall not use any such secret or confidential information for any purpose other than for which it was provided. For the purpose of this clause, all information will be deemed to be secret and confidential unless published or freely available to the public otherwise than by reason of a breach of any person of any obligation of confidentiality in respect thereof. 9.0 FORCE MAJEURE Neither party shall be liable to the other for any loss by the other caused by one partys failure to observe the terms and conditions of this agreement and on its part to be observed and performed where such failure is for any cause whatsoever beyond the control of the party affected including war, insurrection, fire, flood, strike, lockouts, restrictions or prohibitions or other action of any government or semi-government authorities or embargoes. 10.0 currency conversion rate 11.0 RENEWAL This agreement will renewed automatically at the end of one year unless any of the parties give a three (3) months notice of termination. 12.0 TERMINATION Either party may terminate this agreement by giving to the other party three (3) months prior notice in writing without prejudice to the rights and obligations accruing to either party prior to such act of termination. Notwithstanding this

agreement or what is stated herein-before either party to this agreement shall be entitled to terminate this agreement forthwith should the other party be wound up or become insolvent. 13.0 ASSIGNMENT Neither party shall transfer or assign its rights under this agreement except with the prior written consent of the other, such consent not to be unreasonably withheld. In witness whereof the parties hereto have hereunto affixed their common seal on the date, month and year first above written. WITNESS: for ___________LTD

MANAGING DIRECTOR WITNESS: for SHREE MAHALAXMI ENTERPRISES