AND FEE CONSULTANCY AND FEE PROTECTION AGREEMENT (To be executed on Rs 100/- stamp paper) This Consultancy and

Fee Protection Agreement is made at New Delhi on this ____________day of ___________2011 BETWEEN Mr. ---------------------,who are duly authorized by its Board of Directors to sign this agreement, hereinafter referred to as CONSULTANTS (which expression shall ,unless excluded by or repugnant to the subject or context , be deemed to include its successors and assigns) AND M/s- Logon India Infrastructure Pvt. Ltd.,Sagar Amar court,No.3a,3rd Floor,59 G.N. Chetty Road,Chennai-600017 a company registered under Indian Companies Act 1956 and being represented through its Managing director/partner, Mr. , who is duly authorized by its Board of herein after referred to as FIRM (which expression shall, unless excluded by or repugnant to the subject or context , be deemed to include its successors and assigns) WHEREAS the CONSULTANT, who provides its Clients, Consultancy Services by way of helping its clients to prepare documents for getting empanelled with various agencies, creating Joint Ventures, consortiums, alliances and pre bid arrangements with Govt./Semi Govt. Undertakings, sourcing of Infrastructure, Housing & Construction, and Turnkey projects, national and international collaborations, tie-ups, also helps them to in preparing documents required for participation in various tenders/bids/nominated projects floated by these undertakings, resulting in award of contracts to its clients. WHEREAS the FIRM is an entity engaged in business of Infrastructure, Housing & Construction, and execution of Turnkey projects, services & support, and other related infrastructure projects in India and abroad.

AND WHEREAS the FIRM has approached the CONSULTANT for obtaining their services in helping them in securing the related projects and service contracts from various agencies, guidance for preparing documents for various projects and getting the FIRM empanelled with agencies offering the projects, contracts for supply and services, facilitation for preparing tender documents and participation in the tenders floated by national and International agencies leading to the award of work contract to the FIRM. AND WHEREAS the CONSULTANT has accepted the offer of the FIRM and both the Parties wish to record the broad Terms and Conditions that would govern their business relationship and set the guidelines to their business relationship. NOW, therefore, in consideration of the foregoing, the Parties agree as follows: 1. In consideration of the services rendered by the CONSULTANT, the FIRM agrees to pay to the CONSULTANT a sum equal to Rupees .. cheques,cheque no..bank name with branch...as Consultancy/ Engagement Fee in advance. 2. A service charge_ 1 % of the project value awarded to the FIRM is payable to the CONSULTANT by the FIRM, which includes the advance consultancy fee paid above in para (1). 3. CONSULTANT shall inform the FIRM, about the agency/project which they are pursuing on behalf of the FIRM. The FIRM has to acknowledge and confirm the same to the CONSULTANT through ret urn email and the FIRM agrees that they will not engage any other CONSULTANT for the same service. 4. The FIRM is signing this agreement only for business procurement purpose and shall provide a board resolution for signing this agreement along with MOA.

5. In case the CONSULTANT fails to arrange any work for the FIRM from any of the national or International agency within six months from the date of this agreement, the FIRM will have the right to terminate this agreement. 6. FIRM will issue authorization letters to the respective agency stating the signing Director of CONSULTANT as sole representative on behalf of the FIRM as per Annexure 2. FIRM will also provide Business cards to the signing Director as CONSULTANT. 7. The brochure and technical presentations shall be created by FIRM and fronted by CONSULTANT to the Agency along with its representatives, if required. The FIRM shall provide full back up with regard to technical and commercial proposals. 8. The FIRM shall provide all relevant technical information as sought by the end user and if need be depute its technical personnel for client discussions. 9. The CONSULTANT and the FIRM shall exchange relevant information on the relevant business activities on regular basis in a transparent manner. 10. Both The CONSULTANT and the FIRM may modify this MOU based on a mutual understanding. Such understanding shall always be in writing, signed by both parties. 11. In case any Earnest Money deposit or Bank Guarantee required by the agency as per requirement of Tender document, the FIRM will arrange the same. The FIRM will also arrange performance /Security guarantee in respect of products delivered/installed, services rendered by the agency/end Customer in the form of Bank Guarantee/Security Deposit to the extent as specified in the tender/bid document. 12. During the process of bidding, lobbying expenses borne shall be payable by the FIRM as per mutual agreement. The FIRM will also bear all the out of- pocket expenses like food, travel, lodge etc. on account projects to be undertaken by The CONSULTANT/ ITS TEAM for the FIRM.

13. The FIRM shall deliver products/services in accordance with terms and conditions of the contract of the end customer such as general requirements, commercial requirements, quality requirements, technical requirements pre agreed in writing by the agency and FIRM shall indemnify the agency for any loss or damage caused to agency as a result of any material breach by the FIRM of any of the terms and conditions of the contract. 14. Any matter which is not stipulated in this agreement shall be settled in good faith by discussion between the parties in the spirit of understanding and cooperation. 15. This Agreement will be construed in, interpreted and applied in accordance with the laws of India. 16. All disputes or differences whatsoever arising between the parties out of this agreement shall be settled by Arbitration in accordance with Arbitration and Conciliation Act of 1996 and the venue shall be New Delhi. 17. Notices and other communications under this agreement shall be in writing in English Language and be communicated through registered post/courier, fax, Email, SMS. 18. By signing this agreement The Parties acknowledge that it correctly records the understanding they have reached with regard to the subject matter hereof.

Signature ____________________ Signature____________________ Witness: 1.

2.