AGREEMENT This agreement made and entered into at Bangalore on this ________ day of _____________200___between InterNetworkz, a division of Covenant

Network Technologies Private Limited, a company within the meaning of the Companies Act of 1956 and having its Registered Office at #167, Amarjyothi Layout, Domlur Extension, Off. Koramangala Ring Road, Bangalore - 560071 (hereinafter referred to as "Franchiser" which expression shall unless repugnant to the context or meaning thereof, include its successors and assigns) of the FIRST PART and M/s. _____________________________________________ a ________________________________________firm, represented by ____________ ___________________________________________, _______________________________ _______________________________, having the Registered Office at _____________________________________________________________________________ referred to as the Franchisee" which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns of the SECOND PART. WHEREAS 1. The Franchiser is engaged in the business of providing training or education and related placement, support service such other activities and other functions in the products of CISCO, Microsoft, Autodesk and other products of other companies which may be added in future hereafter referred as InterNetworkz Training Courses apart from other businesses. 2. The Franchiser has acquired distinct and unique reputation as to the quality of the training in the said InterNetworkz Training Courses imparted by the Franchiser at the centres owned by it (which centres are hereinafter collectively referred to as the "Franchiser's Centres" and singly referred to as the "Franchiser's Centre") 3. The Franchiser has developed of its own or caused to be developed or acquired technical knowhow and expertise and knowledge in the products of these companies and other companies, and copy rights in works relating to course materials for the said InterNetworkz Training Courses. 4. The Franchiser has also developed or caused to be developed or acquired the rights to use the Course Material required in providing education or training in the said InterNetworkz Training Courses. 5. The Franchiser has also developed or caused to be developed or acquired the rights to use the Course Material required in providing education or training in the said InterNetworkz Training Courses. Being desirous of establishing a centre for providing InterNetworkz Training Courses mentioned in Schedule 1, and in order to enable the Franchisee to train and educate persons intending to get the training and certification through the Franchiser, the Franchisee has requested

the Franchiser to grant a franchise to the Franchisee in respect to his/its training centre and the Franchiser has accorded his/its willingness to grant franchise to the Franchisee in the location mentioned in Schedule 2 hereinafter referred to as the "Franchisee's Centre" for providing education or training. 6. The Franchisee has also requested the Franchiser to grant license to the Franchisee for the use of the technical know-how, expertise, knowledge and copyrights for conducting the InterNetworkz Training Courses mentioned in Schedule 1, and the Franchiser has expressed its willingness to grant a license to the Franchisee for use thereof in the territory mentioned in Schedule 3. 7. The Franchisee has also requested the Franchiser to provide the Course Material, if any required in training and for conduct of the training centre and the Franchiser has expressed its willingness to supply the same at a fee prefixed from time to time. The parties now, being desirous of reducing their arrangements in writing have entered into this agreement in the manner hereinafter appearing. NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS AND PROMISES MADE HEREINAFTER THE PARTIES HERETO AGREE AS FOLLOWS: Section 1 Definitions The following expressions shall, unless the context or meaning thereof otherwise require has the meaning assigned to them respectively as mentioned hereunder. Section 1.1 Centre Means as the context may require a Franchiser's centre, Franchisee's Centre or any other Training Centre in any place where training in the said InterNetworkz Training Courses is imparted by the Franchiser or any Franchisee Section 1.2 Course Means one of the InterNetworkz Training Courses described in Schedule 1. Section 1.3 Course Fee Means the gross amount of fee received by the Franchisee from a student for providing education to him for the Inter Networkz Training Courses mentioned in Schedule 1. The course fee is set out in Schedule 3 hereto. Section 1.4 Faculty Member Means a teacher or an instructor appointed by any centre and certified by the Internal Quality Audit (IQA) Department for giving education in any course. Section 1.5 Location Means the place mentioned in Schedule 2 hereto at which the Franchisee's Centre will be located and operated.

Section 1.6 Student Means a person who has admitted for training in a InterNetworkz Training course. Section 1.7 Other Training Centre Means a training centre of the Franchiser or any other Franchisee as the context may require. Section 1.8 Other Franchisee Means a franchisee other than this Franchisee, with whom, the Franchiser has similar franchising arrangements. Section 1.9 Means scientific and technical knowledge and expertise in the said InterNetworkz Training Courses comprised in processes, practices, techniques, procedures relating to site selection, evaluation, architectural plans, special methods of using certain material relating to the form and content of education material and pre commencement training of Faculty etc. all related to InterNetworkz Training Courses through computer or computer based or otherwise. This is confidential and owned by the Franchiser or/for which the Franchiser has obtained license or sub-license for the use thereof and includes copyrights in software developed by the Franchiser or in respect of which the Franchiser has license for the use thereof. Section 1.10 Territory Means the limit or area of the place, town, city or a town specified in Schedule 2 hereto. Section 1.11 Term Means the term of this Agreement specified in section 23.1 and Schedule 4 of this agreement or in the event of this Agreement terminated, the period ending on the date on which this Agreement stands terminated. Section 1.12 Means the name in association with the Franchiser and in which the Franchisee is permitted by the Franchiser from time to time, to carry on the business of providing education or training in the said InterNetworkz Training Courses at the Franchisee's Centre and shall include the distinctive name/style used, or which may be used in future from time to time, by the Franchiser, which has become or will become identifiable with the Franchiser and associated or which may be associated with the Franchiser with its business of providing training or education and related placement, support service in the said InterNetworkz Training Courses Section 2 Grant of License Section 2.1 In consideration of the payment by the Franchisee to the Franchiser upon the dates and in the manner hereinafter mentioned. i) Grants license to the Franchisee to use the Technical know-how in the field of providing education or training on the courses set out in Schedule I hereunder written.

ii) Grants to the Franchisee the right of using the trade name in the business of education or training on the courses set out in Schedule I hereunder written and iii) Agrees to supply the Course Material as specified in Schedule 6 hereunder written to the Franchisee for providing education or training and for conduct of the training centre at or from location within the Territory for the Term of the number of years hereafter set out under the name and style as may be permitted by Franchiser from time to time in accordance with such instruction as may be provided by the Franchiser from time to time during the Term of this agreement. Section 2.2 The Franchiser hereby reserves the right to grant: i) License for the use of Technical Know-how and the right to use the Trade Name and to supply Course Material in respect of any new training centre which may be set up by the Franchisee hereafter and which is not the subject matter of this agreement and may decline in its absolute discretion to grant any such license for the use of the technical knowhow for any such new training centre and ii) License for the use of technical knowhow and supply of course material to any other persons in the territory on such terms and conditions as may be considered appropriate by the Franchiser Section 3 Franchiser's Obligations The Franchiser agrees with the Franchisee during the Term 1) To permit the Franchisee to carry on the business of providing education or training on the courses set out in Schedule I. 2) To permit the Franchisee to operate the business of providing education or training on the courses set out in Schedule I, under the Trade Name or such other name as may be specified or approved in writing by the Franchiser from time to time. 3) To permit the Franchisee the use of the Technical know-how for providing education or training on the courses set out in Schedule I and for conduct of the Franchisee's training centre. 4) To permit the Franchisee to make use of Course Material for providing education and training in the products on the courses set out in Schedule I for conduct of the Franchisee's training centre. 5) To provide from time to time, market information, news in general and in respect of the courses as may be considered appropriate by the franchiser. 6) To provide from time to time information on development in the field of Technical know-how relating to the training on the courses set out in Schedule I. 7) Not to do any acts, deeds and things as would derogate the franchise and the license hereby granted except in the event of termination of this Agreement as provided hereinafter. Section 4 Right to the use of Trade Names, Technical Know-how and Course Material. Section 4.1 Notwithstanding anything contained herein, a) The franchisee hereby warrants, covenants and undertakes with the Franchiser that at no time, after the Term or sooner determination of this Agreement, for whatsoever cause, the Franchisee shall make or be entitled to make. 1) Any claim to the Trade Name or Trade Names or to any part of the name or names for the time being of the Franchiser or to the name or any part thereof under which the Franchiser is carrying on for the time being the business in the field of education or training in the said InterNetworkz Training Courses nor shall the Franchisee use as part of the style of its business name which is or which are deceptively or confusingly similar to the trade name or names of the Franchiser as part of its business in the said InterNetworkz Training Courses.

2) Any claim of permanent ownership of or license or any other right for and under the Technical Know-how and this agreement grants license to the Franchisee for the use of the Technical Knowhow and other rights mentioned in this agreement only during the term of this agreement or sooner determination thereof. b) The Franchisee hereby expressly agrees, admits and acknowledges that all rights title and interest in the trade names or in the name or names or in any letter, word design, logo, business name or part of the style of its business arising out of their use exclusively belongs to the franchiser and c) The Franchisee hereby explicitly agrees that no change in its constitution i.e. by addition or omission or substitution of any one as partner, a shareholder in the firm without express and written consent of the franchiser. Section 4.2 This agreement grants license to the Franchisee to conduct training on the courses set out in Schedule I. And the license to use the Technical Know-how and Course Material for the same in the courses hereby authorised by the Franchiser or such other courses as may hereafter be permitted by the Franchiser and in accordance with the guidelines laid down by the Franchiser from or at the Location and in the territory as provided in this Agreement. The Franchisee shall not be entitled to expand or establish or set up and shall also not be entitled to use the technical know-how and Course Material at any other centre, school or divisions in the Territory or elsewhere for providing any education or training on the courses set out in Schedule I during the Term and thereafter and this restriction is specifically provided in this agreement for the purpose of ensuring confidentiality and secrecy and the protection of the Technical Know-how and the rights of the Franchiser in the software and other technical knowledge and with a view not to create any confusion in the mind of the public as to the courses in which or with which the Franchiser has granted license for the use of the Technical Know-how. However training can be conducted at clients place itself on a group basis which will be called as "at-site" courses, with prior concurrence from the franchiser. Orders for any such at-site training at any place in the territory of the Franchisee, when received by the Franchiser on all India basis, from any client having their office/factory within that territory of the Franchisee may pass on such orders to any of the franchisee on terms and conditions as stated here under. Either parties will split the total cost of the order equally after deducting the expenses towards the Travel, Course materials, Exercise books and other expenses for the conducting of the course. However, the Franchiser themselves also can conduct such "at-site" training as part of the all India program even if the client's office/factory is situated within the territory of the franchisee as the client may insist such at-site training to be conducted by the same faculty of the franchiser only as had been done at other places all over India as per the contract on all India basis. In this case, InterNetworkz will consider to pay a percentage of the order value in the region after deducting the expenses towards the Travel, Course materials, Exercise books and other expenses for the conducting of the course. This percentage of commission to the franchisee will be based on their contribution made in source or conducting the course. Section 4.3 In the event of the Franchisee desiring to expand the capacity of a class for a course or the number of students to be trained for a course, the Franchisee shall obtain prior consent in writing of the Franchiser and the Franchiser may refuse to grant any such permission or consent or may impose such condition and for such period as may be considered appropriate. Section 5 Commencement of the Franchisee's Centre

The Franchisee has commenced the franchisee centre as of date. However without prejudice to what has been mentioned above in this section, the Franchisee shall not commence the conducting of the Franchisee's centre unless the following prerequisites are complied with, by the Franchisee. 1. Recruitment of faculty to the satisfaction of the Franchiser's IQA, who approves the appointment of such faculty. 2. Recruitment of Sales Executives to the satisfaction of the Franchiser's Franchise Development Department (FDD), who approves the appointment of such staff. 3. Recruitment of Centre Manager to the satisfaction of the Franchiser's FDD, who approves the appointment of such staff. 4. Recruitment of Administrative staff to the satisfaction of the Franchiser's NDS, who approves the appointment of such staff. 5. Legal copies of the required software to be installed on all the machines. 6. The required hardware with the suggested configuration is to be installed at the centre. 7. Sufficient number of machines and sufficient backup (UPS or Generator) in case of power failure. 8. The interior and architectural plans of the centre are to be inline with the standards and appearance as expected by the franchiser. 9. Sufficient number of telephone lines to be made available. 10. Sufficient working capital with a minimum of Rs.2,00,000/- to be available in the form of a fixed deposit. Section 6 Depending upon the performance of the Franchisee's Centre the Franchisee may be allowed by the Franchiser to take admissions and conduct any other courses devised by the Franchiser i.e. courses not mentioned in Schedule I at the discretion of the Franchiser and only after the following conditions are fulfilled: i) Demand analyses and business projection for the new course in the territory. ii) Installation of all the required Hardware/Software for additional courses as advised by the Franchiser. iii) Certification by the Franchiser of the suitability of the faculty for conducting additional courses. iv) Payment of additional support and technical knowhow fee as specified by the Franchiser. v) Based on franchiser's decision the Schedule I will be amended for new courses. Section 7 Sub-franchising The Franchisee shall not be entitled to grant any sub-franchise or sub-licensing the use of Technical Knowhow and Course Material or the sub-delegating the rights and duties granted to it under this Agreement. Section 8 Confidentiality and Secrecy This agreement between the Franchisee and the Franchiser is with respect to the licensing of technical knowhow, information and knowledge in the field of education or training on the courses set out in Schedule I. Franchiser granted to the Franchisee and the right to use the Course Material supplied by the Franchiser to the Franchisee under this agreement and the overall arrangement between the Franchiser and the Franchisee involves protection of the rights and ownership of the Technical Know-how, information, knowledge and copyright of the Franchiser as also the protection of the rights in the software and the software training aids and the Course Material supplied to the Franchisee to conduct its business on the courses set out in Schedule I and in order not to contravene the conditions subject to which the Franchiser has obtained rights in such intellectual

properties, it is necessary that the Franchisee shall and or any time, either directly or indirectly engage in any business in any software the said InterNetworkz Training Courses such as the Franchiser does not contravene the above conditions and accordingly the Franchisee hereby agrees irrevocably not to directly engage or have any interest in education or training in respect thereof nor shall open any centre for giving training in the said InterNetworkz Training Courses. Section 9 Trade names etc., The Franchiser hereby permits the Franchisee to use the Franchiser's trade names, style and logo and the name of the division under which the Franchiser is from time to time carrying on the business of providing training or education and related placement, support service on the courses set out in Schedule I. In the event of the Franchiser associating or adopting any new Trade Mark, trade name or service mark in relation to its business of education or training in the products on the courses set out in Schedule I with respect to any other services related thereto, the Franchisee shall, if so advised by the Franchiser, use such new trade names, new trademarks, new service marks, new logos and other new words to the extent in the manner and as may be advised by the Franchiser from time to time in relation to type and conduct of the business of education or training in the products on the courses set out in Schedule I, provided that nothing in this Agreement shall confer any permanent right or interest in the Franchisee in any trade mark, trade name, service mark, design, logo or the name of the Franchiser presently being used by it in respect of any other items other than relating to the business of education or training on the courses set out in Schedule I and nothing herein shall create ownership right on the printed matters, books published, magazines, periodicals, computers, peripherals, parts thereof and software of any kind, audio and video cassettes and other OHP transparencies, educational aids and material etc. , supplied by the Franchiser to the Franchisee for use in the business of education or training on the courses set out in Schedule I. Section 10 Course Fee: Section 10.1 The Franchisee shall charge and recover course fee in such manner as may be prescribed by the Franchiser for a course from every student for which he/she has made an application for training, before the commencement of that course. The Franchisee shall use the Invoices and Receipts in the format prescribed by the Franchiser. Section 10.2 The Franchisee shall issue duly signed receipts for the payments received by it from the students signed by a duly authorised person of the Franchisee in the forms prescribed by the Franchiser. The Franchisee, whether in a receipt issued by it to any student or in any other correspondence or document, shall not make any statement giving any impression that such receipts etc. have been issued for and/or on behalf of the Franchiser and that such payments received by the Franchisee are received by him in his personal capacity as principal and not as an agent or otherwise for and/or on behalf of the Franchiser and that the contract of training with a student as evidenced by the receipt issued to him by the Franchisee is between that student and the Franchisee only and the Franchiser is not and shall not be liable to provide any education for the course or courses for which such student shall have paid the course fee to the Franchisee as evidenced by such receipt.

Section 11 General Obligations of the Franchisee Section 11.1 In order to maintain the secrecy, confidentiality and protection of the rights of the parties in the intellectual property and other matters as aforesaid, the Franchisee shall not use the infrastructure at the Franchisee's Centres for any purpose other than for the purpose of conducting the course subject matter of this agreement only. Section 11.2 The Franchisee shall offer only those courses as are covered by this agreement and shall not provide education or training for any other course or courses. Section 11.3 The Franchisee also agrees that in order to maintain total dedication and exclusive attention to the education in and academic pursuit of providing training on the courses set out in Schedule I, the Franchisee shall not use or allow to be used, whether by way of granting lease, sub-lease, leave and license or otherwise, howsoever, the premises in which the Franchisee's Centre is located or any part thereof to any other person for doing any other business activities or work whether a part time, full time or any other basis to the end and intent that the entire premises in which the Franchisee's Centre is located shall be used only for imparting training on the courses set out in Schedule I. Section 11.4 The Franchisee shall ensure good conduct and behavior of every student and faculty member in order to maintain high reputation, integrity, discipline and decorum conducive for creating good academic atmosphere in the Franchisee's centre. It is absolutely necessary for maintaining high standards of education. Section 11.5 The Franchisee shall ensure attendance of each of its employees as may be required by the Franchiser at the conferences and meetings convened by the Franchiser. The Franchiser shall discuss and suggest at such conferences and meetings solution to the technical and other problems fixed by the Franchisee and other matters of common interest arising from this agreement. All expenses in this regard including their salaries, travel lodging and boarding and other out-of pocket expenses to be incurred by the employees delegated to such conferences and meeting shall be borne and paid by the Franchisee. Section 11.6 The Franchisee shall not recruit any person as its employee in connection with the work or training without obtaining approval of such person as to his/her qualification, experience, technical expertise skills, reliability and other requirements necessary in the opinion of the Franchiser. In order to ensure that the Franchisee's staff and personnel employed in training have adequate technical expertise and qualifications, experience, integrity and reliability so as to maintain high quality and standards of training and education in the centre.

Section 11.7 In order to ensure that each member of the staff of the Franchisee devotes maximum time and attention for providing training at the Franchisee's Centre, the Franchisee shall give them salaries and other allowances commensurate with their respective responsibilities, technical expertise, skills and qualifications and shall introduce such schemes of incentives prescribed by the Franchiser, from time to time. Section 11.8 Composition of the faculty for each course shall be such as would be approved by the Franchiser, from time to time, as to the number of the Faculty Members of that course, their expertise, skill, experience, age and commitment to the field of training or education and related placement, support service on the courses set out in Schedule I. The Franchiser may impart such initial training to the faculty members as may be considered appropriate by the Franchiser. In order to prevent unfair inducement to the Faculty Members to change their employment from one centre to another, the Franchisee agrees that it shall not employ any person who is an employee of any other training centre without the previous approval in writing of the Franchiser. Section 11.9 In order to ensure that newly recruited employees at the Franchisee's Centre familiarizes themselves with the methodologies and techniques of imparting training on the courses set out in Schedule I, the Franchisee shall employ every new employee firstly on a probation and after completion of such probation, new employee would be confirmed by the Franchisee. If the Franchiser is not satisfied with the performance of such employee he or she shall not be continued in the employment at the Franchisee's Centre. Section 11.10 The Franchisee shall not employ any part time faculty members. It is hereby clarified and declared that the person employed by the Franchisee at the Franchisee's centre are the employees of the Franchisee only and none of them shall be entitled to claim any status whatsoever as the employees of the Franchiser nor shall any of them be entitled to any benefits, perquisites and amenities available to the employees, consultants or other persons of the Franchiser. It is hereby further clarified that the Franchiser will not be concerned or be made a party to any dispute between the Franchisee and its employees. Section 11.11 (a) The Franchisee shall hold such tests and examinations as may be prescribed by the Franchiser, from time to time for a course. The format of the tests and examinations and other criteria to be laid down in respect thereof shall be prescribed by the Franchiser. Section 11.11(b) It is further clarified that at any given time if the Franchiser is of the opinion that the academic standards are not maintained by the Franchisee, the Franchiser shall have the right to debuting its own Faculty members and the Franchisee shall reimburse to the Franchiser the entire cost of debuting his Faculty viz. salary, perquisites, proportionate terminal benefits and other incidental costs. In such an event full co-operation to the Faculty so debuted by the Franchiser to perform their duties should be given by the Franchisee. The Franchisee shall implement all corrective measures

as advised by the Franchiser to ensure that the academic standards are brought unto the desired standards. Section 11.12 The Franchisee shall not award any merit certificate or credit to a student other than issued by the Franchiser as may be appropriate and the Franchisee shall not give to any student any letter of certificate regarding his or her performance, proficiency or achievement in course or any examination or in evaluation. Section 11.13 All technical procedures, activities and other programs will be subject to scrutiny by the Franchiser. Section 11.14 In order to ensure compliance of the terms and conditions of this Agreement, the Franchiser shall designate a person to whom all correspondence meant for Franchiser shall be addressed by the Franchisee and the Franchisee shall submit all periodical reports to that person at such periodical intervals as may be decided by the Franchiser. Section 11.15 The Franchisee shall also submit such periodical reports as may be required by the Franchiser with respect to various matters from time to time relating to capacity utilisation, academic standards stock statement, time tables, and other matters as may be considered appropriate by the Franchiser. Section 11.16 The Franchisee shall procure from the Franchiser and give to each student registered for a course such students aids and materials as would be advised by the Franchiser. Students' aids and materials shall include component materials of various courses and materials relating to a course to be provided to a student without additional charge. Section 11.17 The Franchiser shall avail of the various services and purchase students aids and materials from the Franchiser as would be provided by the Franchiser in order to enable the Franchisee to conduct the course in accordance with this Agreement from time to time and the Franchisee shall accordingly place quarterly orders upon the Franchiser in respect thereof after taking into consideration the minimum stock levels prescribed by the Franchiser from time to time. Franchisee shall appoint a suitable qualified person as a placement officer to provide placement facilities for identification and location of employment opportunities and counseling to such students. The placement officer may also be responsible for quality and customer satisfaction and he / she will be duly guided by the Franchiser. Section 11.18 The Franchisee shall commence each course subject matter of this Agreement before the expiry of the period of three months from the commencement date, which period can be extended by Franchiser in its discretion on sufficient grounds being furnished by the Franchisee.

Section 11.19 Without prejudice to its other obligations under this Agreement, the Franchisee hereby agrees with and undertakes to the Franchiser as under: i) To comply with all the conditions of this Agreement, both in letter and in spirit. ii) To ensure that nothing is done or omitted to be done by the Franchisee which may affect the reputation of the Franchiser in the field of the training and education in the products mentioned in Schedule I. iii) To apprise Franchiser immediately of the happening or likelihood of happening of any event which may adversely affect the conduct of a course such as an industrial agitation among its staff, any adverse action taken by a student admitted to a Course, any fire or other mishap in the Franchisee's centre, any adverse action taken or threatened against it by government or any other authority. iv) To maintain separate accounts in respect of the courses in such form and manner as may be required by the Franchiser v) To pay all taxes and outgoing promptly. vi) To maintain the premises of the Franchisee's Centre, the equipment and fittings and fixtures therein in a good condition; and vii) Not to dispose off or part with or remove any computer or other equipment used for conducting the Franchised courses, except to replace defective or worn-out equipment by at least equivalent equipment. Section 11.20 The entire cost of running a course, including acquisition of space, equipment, engaging of personnel and all other expenditure shall be borne and paid by the Franchisee only and the Franchisee shall not be entitled to require Franchiser to share any part or portion of such expenditure or reimburse any part thereof. Section 11.21 If in the opinion of the Franchiser (and the decision of the Franchiser in this regards to be final and binding on the Franchisee) any additional equipment would be necessary for the proper conduct of a course, the Franchisee shall acquire within the period specified by the Franchiser, and such additional equipment as may be stipulated by the Franchiser. Section 11.22 i) The Franchisee shall comply with laws and regulations in conducting the courses set out in Schedule I. ii) If any notice is received regarding any breach of law, rule or regulation, the Franchisee shall ensure that it remedies the breach and also gives intimation thereof to the Franchiser as early as possible.

Section 11.23 The Franchisee hereby agrees respect of any suit, application complaint filed by any student redressal forum/commission or and admits that the Franchisee shall alone be held responsible in for interim or ad-interim order(s) or any legal proceedings or any or any person or any Authority in any court, tribunal, consumer before any authority pertaining to conduct of courses, facilities to

students, any dispute between the student(s) and the Franchisee or in respect of any matter related to or concerning the Franchisee's centre and the Franchiser or its Directors or officials shall not be held responsible and made party to any such suit, complaint or any legal proceedings related to or in respect of any of the matters of the Franchisee's Centre. The Franchisee shall indemnify and keep indemnified the Franchiser of, from and against all actions, suits or proceedings and all costs, charges, expenses, losses or damages which may be incurred, suffered or caused by or to the Franchiser by reason of any suit, application or any other legal proceedings or complaint filed by any person against the Franchiser or its Directors and its officials in any court, tribunal, consumer redressal forum/commission or before any Authority, pertaining to or in respect of any matter of the Franchisee's Centre. Section 11.24 The Franchisee shall duly and punctually make payment of all amounts due and payable to the Franchiser under this Agreement. Nonpayment of any amount under this agreement by the Franchisee to the Franchiser within the prescribed time shall be considered as an act of default and without prejudice to any other rights under this agreement to recover such amount from the Franchisee, the Franchiser shall be entitled to terminate this agreement after giving a proper opportunity to the franchisee of being heard and giving a reasonable period to the franchisee to rectify the default, if any, made by the franchisee at the discretion of the franchiser which shall be final. Section 11.25 The Franchisee agrees that it is his responsibility to adequately and truly represent the brands of InterNetworkz in his territory. The Franchisee explicitly accepts that he/she will not do anything that may harm the InterNetworkz brand or other brands owned by InterNetworkz. In order to maintain a good visibility of the brand InterNetworkz, the Franchisee will invest a minimum of 10% of the previous month's collection in marketing activities for the current month. Section 12 Records, Accounts and Audit Section 12.1 The Franchisee shall maintain a record of the costs of materials, wages and direct operating expenses. Such records shall be made available to the Franchiser in a format and at a frequency determined by the Franchiser in order to enable the Franchiser to properly assist and advise the Franchisee in the efficient operation of the Franchisee's Centre. The authorised person of the franchiser should be given access to the centre, Computers, reports, collection statements, receipt books and other materials and records at all times. Denying of any of the above will be treated as violation of this contract. Section 12.2 The Franchisee shall submit a Profit and Loss Statement and a Balance Sheet of its business to the Franchiser for the preceding Financial Year of the Franchisee not later than 90 days following the end of such year. Section 13 General Obligations of the Franchiser Section 13.1 The Franchiser shall provide the following material textbooks, services, information and materials in accordance with the terms of this agreement:

i) Application forms ii) Course Brochure iii) Course materials, Exercise sheets. iv) Course Curriculum v) Any other material considered necessary by the Franchiser The Franchisee shall pay in advance to the Franchiser for the above course materials, information and other materials at such price as may be fixed by the Franchiser from time to time. In order to ensure that the most appropriate course materials, information and other materials are acquired by the Franchisee for the use of students, the Franchisee shall purchase the same either from the Franchiser or from such other source as may be approved by the Franchiser and the Franchisee shall not use any other course materials, information and other materials which are not approved by the Franchiser. Section 14 Services covered by Technical Know-how fee The Franchiser hereby agrees with the Franchisee to provide the following services, information and materials as a part of the Technical Know-how in this Agreement. A) The Franchiser will provide the Franchisee with the proven methodology in conducting training and the technical information. B) Such Research Data as may from time to time be developed by the Franchiser and deemed to be helpful in the operation of the Franchisee's Centre. C) Such special techniques, instructions, new services and other operational developments as may be from time to time developed by the Franchiser and deemed by it to be helpful in the operation of the Franchisee's Centre. D) Consultancy for the appropriate design of infrastructure and Course scheduling methodology. E) Franchisee shall depute such number of persons, as may be required who, after being approved by the Franchiser, shall attend the Franchiser's IQA course in the place to be designated by the Franchiser. Such training shall be completed to the satisfaction of the Franchiser prior to the commencement of the centre in the Territory. In case the Franchiser does not approve a particular person, the Franchisee shall forthwith depute another person. The Franchiser shall be responsible for all costs and expenses in connection with such training. Franchisee shall be responsible for the salary, to and fro travel, stay, local conveyance, out of pocket, living expenses and any other expenses not forming a part of training of the said persons. The said persons shall form part of the Franchisee's Faculty at the centre. The term Faculty shall mean the persons who impart education at the training centre. F) Further, after the commencement of the centre, Franchiser may arrange, as and when required training at a place of its choice, where the Franchisee may depute such Faculty Members who require training. All such training shall be free of charge but the Franchisee shall pay for the salary, Certification expenses, to and fro travel, local conveyance, out of pocket, living expenses and any other incidental of pocket expenses. G) The Franchisee may from time to time, during the term of this Agreement, send personnel and other representatives to the Franchiser's Head Office or to the nominated centres at dates and times which are convenient to the Franchiser and the Franchisee, to consult with the Franchiser and operations, site selection, planning and design, operational systems, quality control, personnel training, maintenance procedures, of the Franchisee's Centre. The manner in which such training and consultation shall be provided at the discretion of the Franchiser. All such training and consultation shall be free of charge and Franchisee shall pay for the to and for travel, local conveyance, salary, living and out-of-pocket expenses of its personnel and/or representatives. Section 15 The Franchiser shall on a specific request made by the Franchisee prepare specific publicity and advertisement materials to be released in the Territory at the cost of the Franchisee.

Section 15.1 The proportionate cost of any advertisement and nationwide publicity campaign released in the media circulating in the Territory shall be borne and reimbursed by the Franchisee by mutual consent. Section 15.2 The Franchiser shall raise, at such other intervals as may be decided by the Franchiser, invoices on the Franchisee for the Franchisee's proportionate share of such advertisement and publicity expenditure. The said amounts of advertising and publicity expenditure shall be paid by the Franchisee immediately on the receipt of such invoice by the Franchisee. Section 15.3 In addition to publicity and advertising campaigns to be launched by the Franchiser, the Franchisee may at the Franchisee's expense, in all respects, launch local publicity campaigns. However the advertisement and publicity materials shall be only in the form prepared by the Franchiser's media consultants and approved by the Franchiser. Notwithstanding anything contained in this agreement, prior approval in writing of the text, design, layout of any advertisement, publicity material, poster, brochure, leaflets, press release, printing of stationery items such as letter heads, visiting cards etc should be obtained by the Franchisee from the Franchiser. Franchisee shall solely be responsible for all and any consequences monetary or otherwise, due to and arising out of issue of any advertisement, publicity material, poster, brochure, leaflets, press release, stationery items by the Franchisee, without obtaining the prior approval for the text, design, layout thereof from the Franchiser. Section 16 Additional Assistance in the Territory Section 16.1 The Franchiser will depute a faculty for the first one month from the date of operation. A representative will visit the Franchisee's centre periodically for the purpose of quality assurance. The said representative will: A) Check standards of training/academics. B) Check quality of classes and level of standards including student feedback. C) Identify problems and suggest solutions for Franchisee's implementation. Section 17 Operational Standards Section 17.1 The Franchisee agrees that the Franchiser's special standardised designs and decor of the building, equipment and layout, uniformity of approach and adherence to the manuals are essential to the image and reputation of the Franchiser. The strict and continuing adherence to the standards, uniformity and other requirements, set out herein is expressly made a condition of this Agreement. Any default in the adherence to and in performance thereof shall be a ground for terminating this Agreement by the Franchiser without any claim from the Franchisee. In recognition of the mutual benefits accruing from maintaining uniformity of appearance, service, products and marketing procedure, it is mutually covenanted and agreed as under. A) Except as specifically otherwise authorised by the Franchiser, the Franchisee shall not alter the appearance of the exterior or interior of any premises used as the centre of the Franchisee. The Franchise shall maintain the premises and shall promptly make all repairs and alterations to the premises as may reasonably be determined by the Franchiser to be necessary.

B) The Franchisee agrees to display and maintain the Franchiser's trademarks trade names, service marks, logos and advertising and promotional materials including posters at such premises, in the manner authorised by the Franchiser from time to time. The Franchisee agrees to maintain and display signs/name boards reflecting the then current image of the Franchiser. The colors, color scheme, sizes, design and location of such signs/name boards shall be from time to time, be specified by the Franchiser. The Franchisee shall not place additional signs, posters, trademarks, trade names, service marks and logos on premises other than those authorised by the Franchiser. C) The Franchisee agrees to maintain the Equipment in good working order and condition. As and when the items of the Equipment become obsolete or may be required to be replaced., the Franchisee will replace the same as prescribed by the Franchiser at the time replacement becomes necessary. All the items of equipment used in the Franchisee's Centres shall meet the Franchiser's requirements. D) The franchisee agrees to spend 10% of the collections on advertisement. Section 17.2 The Franchisee shall operate the Franchisee's Centre in accordance with the standards, specifications and procedures set out by the Franchiser from time to time. The Franchisee agrees further that changes in such standards, specifications and procedures may become necessary from time to time and agrees to accept such modifications, revisions and additions that the Franchiser in good faith and in the exercise of its commercial judgement considers necessary. The Franchisee agrees not to deviate from the standards as laid down by the Franchiser from time to time. Section 17.3 The Franchisee shall in its operation of the Franchisee's Centre adhere to the strictest standards of Cleanliness and the Franchisee shall maintain the premises in a neat and clear condition and shall require its employees in the performance of their duties to wear neat and clean uniforms when prescribed by the Franchiser. Section 18 Lumpsum Royalty and other payments to be made by the Franchisee to Franchiser for each year in advance. Section 18.1 Royalty for the use of Trade Mark etc., In consideration of the Franchiser agreeing to grant during the term of the franchise for the use of the trademarks, trade names, service marks and logos of the Franchiser in relation to its business of education and the association of the Franchisee with the reputation and goodwill of the Franchiser, the Franchisee agrees to pay to the Franchiser, a sum that is indicated in Annexure 1 per annum. Once in two years the annual fee will be revised. The percentage of revision will be fixed with mutual consent subject to minimum increase of 15% of the previous year's annual fee. Section 18.2 Technical Know-how fee The Franchisee agrees to pay the Franchiser a sum of rupees / annum as mentioned in the Annexure 1. Section 18.3 Support services fee The Franchisee agrees to pay the Franchiser per annum a sum of rupees towards support services fee as mentioned in the Annexure 1.

Section 18.4 Maintaining, overseeing and supervising charges The Franchisee agrees to pay the franchiser annually a sum of rupees towards maintaining, supervising charges as mentioned in the Annexure 1. The annual fee for the first year total amounting to sum of rupees as mentioned in Annexure 1 will be paid in advance by the franchisee. The annual fee for the above services for the subsequent period shall be paid in the format mentioned in the Annexure 1. In the event of any delay, the payment of such amount at the beginning of the next year, the Franchisee shall pay an interest of 30% for the period so delayed. Section 18.5 The Franchisee shall open an account with the bank, convenient to the Franchisee. The account will be operated by the Franchisee. This account has to be used only for the income and expenses of the Franchisee's centre. The amounts shall be used only for this business. The franchisee shall provide the franchiser with the copy of the bank statements. Section 18.6 The Franchiser shall make available the following and other materials to the Franchisee at such price as may be decided by the Franchiser from time to time. a) Brochures, application forms and other materials will be provided by the Franchiser to the Franchisee at a price fixed by the Franchiser from time to time. b) Course material will be provided to Franchisee at a price stipulated by the Franchiser. c) The Franchisee shall place the order upon the Franchiser for the above items every three months taking into consideration the minimum stock levels. The orders shall be accompanied by the full payment for the value of the order by crossed demand draft in favor of the Franchiser. The Franchiser will effect the supply within four weeks from the date of receipt of order and payment. d) Other items indicated in the indent forms given to the Franchisee by the Franchiser may be varied from time to time. If the Franchisee fails to make any payment of any amount under this agreement to the Franchiser within the periods prescribed herein, monthly compound interest at the rate of 30% p.a. on the amounts due and outstanding will be paid by the Franchisee to the Franchiser. However, this shall not prejudice the right of the Franchiser to terminate this Agreement for the non-payment of amounts due to the Franchiser on the due dates, consecutively for three months.. Section 18.7 Any taxes or duties imposed or assessed by the Central Government, Local Authority or any other Government Department by virtue of any new enactment or amendment to the existing statutes or otherwise in respect of any payment made or due by the Franchisee to the Franchiser whether by the way of course materials, etc. howsoever under this Agreement shall be borne by the Franchisee and if paid by the Franchiser, the Franchisee shall reimburse the same immediately upon the receipt of a debit note from the Franchiser.

Section 19 Limitation of License Section 19.1 The Franchisee disclaims any right or interest in the Franchiser's trademarks, trade names, service names or marks and logos and designs and all advantages and benefits derived therefrom and in the Technical Knowhow and Course Material. Section 19.2 The Franchiser shall have the right to terminate this Agreement forthwith in the event that the Franchisee questions, disputes or attacks the validity, right, title or interest of the Franchiser as to the Franchiser's trademarks, trade names, service names, and marks and designs and the Technical Know-how including Copyrights or other intellectual property rights. Section 20 The parties hereto agree that the Franchisee is an independent contractor. Nothing herein contained shall constitute the Franchisee an agent, legal representative, partner, subsidiary, joint venture or employee of the Franchiser. The Franchisee shall have no right or power to and shall not bind or obligate the Franchiser in any way, manner or thing whatsoever, nor represent that he has any right to do so. Section 20.1 In all public records and in its relationship with other persons, on its letter heads and business forms, the Franchisee shall indicate its independent ownership of the said business and that it is a Franchisee of or the person authorised by the Franchiser to conduct the classes in respect of the courses subject matter of this Agreement. Section 21 The Franchisee shall ensure an adequate feedback from the students articipating in the courses and ensure that such feedback is properly recorded and action taken on the suggestions and complaints if any of the students. The records of such feedback shall be open for inspection by the Franchiser. Section 21.1 The Franchisee shall submit to the Franchiser periodical statements relating to the courses in such form and manner and at such intervals as may be required from time to time by the Franchiser. Without prejudice to the above provisions, the said statements shall contain the following information, namely: 1. The number of courses being conducted, giving particulars of each course. 2. The number of students enrolled for each course, the number of dropouts, if any and number of students continuing in such courses. 3. The amount of fees paid or to be paid by each student 4. The total amount collected. Section 21.2 The Statement shall be verified by an official of the Franchisee in a form and manner required by the Franchiser.

Section 22 Rights and Agreement personal Section 22.1 This Agreement shall not be deemed to confer any right on the Franchisee in rem and the license granted by this Agreement shall be personal to the Franchisee only and shall not be capable of being or be assigned by the Franchisee to any other person. Section 22.2 The Franchisee shall not create any right or interest in favor of any other in the license hereby granted. Section 22.3 The Franchised business shall be conducted by the Franchisee personally and the Franchisee shall not entrust the same or part thereof to any other person. Section 23 Term and Termination Section 23.1 Subject to the other provisions of this Agreement the franchise granted under this Agreement and this Agreement shall remain in full force and effect for a term of the years specified in Schedule 4 hereto. Unless otherwise mutually agreed upon between the parties hereto, this Agreement shall stand automatically terminated by efflux of time as at the close of business as on the Termination date specified in Schedule 4 hereto. Section 23.2 The parties hereto by mutual agreement renew this Agreement for such further period of 2 years (Two years) with an increase in annual fee. Section 23.3 If either party is desirous of renewing this Agreement, it shall give notice in writing to the other party of not less than 90 days prior to the Termination Date of its intention to renew this Agreement. If within this period of notice of 90 days, the parties do not agree to renew this Agreement, this Agreement shall stand automatically terminated as at the close of business on the Termination Date. If such notice of renewal is not given by either party of this Agreement, the Agreement shall stand terminated as at the close of business on the Termination Date, Provided that any training or course commenced by the Franchisee and not completed on or before the Termination Date, Not-withstanding termination of the Agreement, the Franchisee would continue to conduct training in that course to the satisfaction of the Franchiser and the parties shall be bound to observe their agreement herein so far as training, for that course is concerned. Section 23.4 The Franchisee shall not have during the Term of this Agreement a right to determine this Agreement except in the event of willful default on the part of the Franchiser to perform its obligations hereunder, provided such default is not remedied by the Franchiser within 15 days from the date of receipt of a notice in writing given by the Franchisee specifying such alleged default and calling upon the Franchiser to rectify the same.

Section 23.5 The Franchiser shall have the right to determine this agreement by giving three months prior notice in writing to the Franchisee after giving a proper opportunity to the franchisee of being heard and giving a reasonable period to the franchisee to rectify the default, if any, made by the franchisee at the discretion of the franchiser which shall be final. Section 23.6 In the event of the Franchisee committing an act of default in respect of any of the obligations of the Franchisee here under and such default not being remedied to the satisfaction of the Franchiser by the Franchisee within 15 days of receipt of a notice in writing from the Franchiser specifying the act of default, the Franchiser shall, without prejudice to its other rights in respect of such default, be entitled to terminate this Agreement and shall not be obliged to perform its obligations hereunder. In the event of determination of this agreement by the franchiser or franchisee under the clauses 23.5, 23.6 and 23.7 the franchiser shall be liable to return to the franchisee, within 30 days from the issue of the notice of termination by the franchiser, the proportionate unavailed amount of annual fee during that specific year out of the fee the franchisee shall have paid in advance. In the event of failure and or neglect by the franchiser in so returning the whole of the amount herein above mentioned the franchisee shall be entitled to charge interest @ 18% from the expiry of the said period of 30 days till the receipt there of without issue of any notice in this behalf by the franchisee. Section 23.7 In an event of an order of winding up being made in respect of the Franchisee or any order of amalgamation or reconstruction being made in respect of the Franchisee or any Receiver being appointed for the Franchised business or in the event there being any change in the management of the Franchisee, the decision of the Franchiser as to happening of such event justifying determination of this Agreement to be final and binding on the Franchisee, the Franchiser may treat this Agreement as having been terminated by the happening of such event as on a future date to be determined by the Franchiser. OR In the event of any of the existing partners of the Franchisee ceasing to be a partner for any reason whatsoever or in the event of a new partner being admitted without the prior approval of the Franchiser or the partnership firm being dissolved or any of the partners becoming insolvent, the decision of the Franchiser as to the happening of such event justifying determination of this Agreement to be final and binding on the Franchisee, Franchiser may treat this Agreement as having been terminated by the happening of such event as on a future date to be determined by Franchiser. OR In the event of the death of the Franchisee, Franchiser may at its option either treat this Agreement as having been terminated by reason of such death or permit any of the heirs of the Franchisee as may be selected by Franchiser for the purpose of this Agreement, subject to such person executing such documents as may be stipulated by the Franchiser in this regard. Section 23.8 The Franchiser may terminate the franchise arrangements herein created, if it comes to the conclusion that any course is not being properly conducted by the Franchisee and that it would be necessary for the Franchiser to take over the conduct of such course to maintain the Franchiser's good name reputation and standard established by the Franchiser after giving a proper opportunity to the franchisee of being heard and giving a reasonable period to the franchisee to rectify the default, if any, made by the franchisee at the discretion of the franchiser which shall be final.

Section 23.9 The termination or sooner determination of the Agreement shall not effect the rights and liabilities of the parties as may have accrued as prior to and on termination date. Section 23.10 The Franchisee, if so desired by the Franchiser, shall continue to conduct in accordance with this Agreement all the courses, which have already commenced prior to sooner determination of this Agreement. Section 23.11 As and from the termination Date, the Franchisee shall not be entitled to make use in any manner of its association with the Franchiser or advertise such association or invite applications for admission to any course conducted by it. Section 23.12 The Franchisee shall not, after the termination of the Agreement, commence any course or take new admissions for Internetworkz Courses Section 23.13 If after Termination date the franchisee were to conduct any new classes in the products and courses mentioned I Schedule 1 or anything related thereto, it shall ensure that such classes shall not be similar to any of the courses, either in form or in content. The Franchisee shall, not withstanding any termination either by efflux of time or sooner determination, be liable to pay all the amounts due and payable by the Franchisee to the Franchiser under this Agreement and the Franchisee shall also continue to discharge its obligations here under in respect of the course for which the training was not completed on the date of termination, as if this Agreement has not been terminated or determined including those arising in respect of furnishing statements and periodical inspection by the Franchiser of its books of accounts and other records as herein provided. Section 23.14 If this Agreement were terminated either by efflux of time or by sooner determination and any courses are yet to be completed as on the Termination date then if the Franchiser is of the opinion that the Franchisee may not or would not be able to, conduct such courses and complete them as per Franchiser's academic standards, the Franchiser may advice the Franchisee to discontinue classes. The decision of the franchiser shall be final and binding on the franchisee. The Franchises shall be entitled to take over the conduct of such incomplete courses and arrange for conduct of the same at the risk and cost of the Franchisee in all respects. Franchiser may continue to conduct such courses either by itself or by granting franchise to some other person in the territory and either in the premises of the Franchisee or any other premises as the franchiser may decide. The Franchisee hereby grants Franchiser irrevocable license upon and use the premises of the Franchisee for the purpose of conducting such courses, in case the Franchiser desires to conduct such courses in such premises. The Franchiser shall be entitled to make use of the equipment, materials, records and software in the Franchisee's Centre for the purpose of conducting such courses and take over all records regarding such courses. The Franchisee hereby agrees that the Franchisee will give all cooperations to the Franchiser for the conduct of such classes as herein provided and shall not in any manner obstruct Franchiser. The License here by granted shall not be deemed to have created any

right, title, share interest or tenancy rights or rights in the nature of tenancy in favor of franchiser in respect of the franchisee Centre. The possession of the Franchisee centre physically as well as in law shall always continue to remain in the name of the franchisee and the franchiser shall not be entitled to claim any right, title or interest in the franchisee centre. The franchiser shall be entitled to enter the franchisee centre upon prior written permission of the franchisee. The franchisee shall continue to be liable to the landlord of the premises concerned as the legal tenant. Section 24 Termination Procedure On termination of the agreement by either party, the Franchisee agrees to sign an Exit Agreement as attached in ANNEXURE 2. The Franchisee agrees and confirms that it has read and completely understood the contents meaning and reasons of the terms in the Exit Contract. The Franchisee also agrees that the Exit Contract is intended to protect the best interests of all parties concerned especially the customers and its contents will form the basis and guidelines for further action on termination or sooner determination of the agreement. Section 25 General Provisions Section 25.1 This Agreement is executed in Bangalore and all payments under this Agreement by the Franchisee to the Franchiser are to be made in Bangalore and accordingly the place for the performance of the obligations of the parties hereto is in Bangalore. Arbitration and Applicable law: The Franchisee here by agrees that any controversy, claim or dispute arising out of the interpretations, application or in connection with this agreement which cannot be resolved amicably shall be conclusively resolved by arbitration. The parties further agree to conduct such arbitration pursuant to this agreement and the rules of the High Court, Bangalore, Karnataka, India from time to time in force. The arbitration (including the making of the award) shall take place in Bangalore, Karnataka, India in the English language. Section 25.2 (a) Unless otherwise advised in writing by either parties to the other the addresses for service of notice shall be as mentioned here under for the franchiser. For the franchisee the address will as mentioned in schedule2 Franchiser Address: Covenant Network Technologies Private Limited, #167, Amarjyothi Layout, Domlur Extension, Off. Koramangala Ring Road, Bangalore - 560071 (b) A notice shall be served in writing either by hand delivery against acknowledgment or by prepaid registered post.

Section 25.3 This Agreement shall be executed in duplicate. Franchiser shall retain the original and the Franchisee, the duplicate. Section 25.4 It is hereby agreed that the schedules and Annexure hereto shall be deemed to form a part of this agreement as though the provisions thereof were set out herein extents. Section 25.5 The head notes hereto are for the purpose of convenience of reference only and shall not be taken into account in considering or constructing or interpreting any of the provision hereof, Section 26 Special Provision The franchiser reserves the right to grant franchise to any other person/persons to open one or more centres in addition to the franchise granted under this agreement. IN WITNESS WHERE Of the parties hereto have set their respective hands to these presents and a duplicate hereof the day and year herein above written. Section 27 Display Board The party of the first part would give a display board with InterNetworkz logo to the party of the second part to be displayed outside the premises of the party of the second part's centre. The size of the board will be mutually agreed between the two parties. The display board is property of the party of the first part. The party of the second part agrees to remove the display board on termination of this agreement and return the same to the party of the first part.

For

For Covenant Network Technologies

Authorised Signatory

Authorised Signatory

In the presence of 1. 2.

Witnesses

SIGNED AND DELIVERED by: In the presence of

SCHEDULE 1 The Franchisee is allowed to offer courses in the following tracks only The Product Track: CISCO Microsoft 1) ____________________________________ 1) ____________________________________ 2)____________________________________ 2)____________________________________ 3)____________________________________ 3)____________________________________ 4)____________________________________ 4)____________________________________ 5)____________________________________ 5)____________________________________ 6)____________________________________ 6)____________________________________ 7)____________________________________ 7)____________________________________ 8)____________________________________ 8)____________________________________ To offer any course, the franchisee is expected to buy the prescribed number of legal softwares/Operating Systems/equipments as defined by the franchiser and register the same in the training centre address as in Schedule2. When any new course is introduced, the franchisee could add the course offering at the franchisee centre, provided the course falls in the Type /Track opted by the franchisee. If the Franchisee wishes to conduct any other course designed by the Franchiser that is not included above, the Franchisee should have necessary written approval from the Franchiser. The decision of franchiser is final & binding on the franchisee. SCHEUDLE 2 LOCATION Address of the Franchisee: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ Territory: The Franchisee is allowed to operate in the area defined as ______________________________________ _____________________________________________ limits. Centre Code: __________________________ SCHEDULE 3 COURSE FEE The Franchisee should charge course fee strictly as per the norms prescribed by the Franchiser. There may be a revision of price / course fee from time to time, which will be informed to the franchisee through a separate circular. The franchiser will provide the basis for schemes for allowing discounts to the trainees, which shall be adhered to by the franchisee at their discretion. Any discount should be within the limits set by the franchiser time to time. The franchisee can introduce any additional scheme only after obtaining a written approval from the franchiser prior to the commitment to the students. ____________________________________________________________________________

of

SCHEDULE 4 The term of this Agreement _______________________ is with effect from ________________________to

___________________________________________________________________________ SCHEDULE 5 Hardware/Software/OS Configuration Required number of machines of the following configuration should be installed. The Centre should have appropriate hardware/CISCO equipment configuration as expected by the Franchisor Internet Access should be available at the prescribed speed in the centre. Equipments/Configuration Required Track: CISCO Microsoft 1) ____________________________________ 1) ____________________________________ 2)____________________________________ 2)____________________________________ 3)____________________________________ 3)____________________________________ 4)____________________________________ 4)____________________________________ 5)____________________________________ 5)____________________________________ 6)____________________________________ 6)____________________________________ 7)____________________________________ 7)____________________________________ 8)____________________________________ 8)____________________________________ These equipments/hardware/software as per the Schedule given above have to be purchased by the Franchisee and registered in the Franchisee's name and place. These will be the property of the Franchisee. On determination, expiration or termination by the Franchiser or Franchisee, the Franchiser is not liable to purchase or repurchase these software owned by the Franchisee. SCHEDULE 6 The required course material for the approved courses will be supplied by the franchiser for the conduct of the course on receipt of the payment at the rates fixed by the franchiser time to time.

Annexure 1

Annual fee payment plan (period -from________________to _____________________) Increase in Annual Fee : ________________________________* Annual Fee : ________________________________ Payment date : ______________________________ Annual fee payment plan (period -from________________to _______________________) Increase in Annual Fee : ________________________________* Annual Fee : ________________________________ Payment date : ________________________________ Annual fee payment plan (period -from________________to _____________________) Increase in Annual Fee : ________________________________. Annual Fee : ________________________________ Payment date : ________________________________ *If Increment is applicable the annual fee for this year will be increased. The percentage of increase will be discussed and fixed with mutual consent subject to a minimum increase of 15% on the previous year Annual Fee. The Total Number of pages in this Agreement is 22 +1 (Annexure 2)

Annexure 2 -Exit Agreement This agreement made and entered into at Bangalore on ____________________between Inter Networkz (Or Covenant Technologies Private Limited??, a company within the meaning of the Companies Act of 1956 and having its Registered Office at #167, Amarjyothi Layout, Domlur Extension, Off. Koramangala Ring Road, Bangalore - 560071 the FIRST PART and _____________ being the Authorised Signatory, having the Registered Office at ________________________________ the SECOND PART. The party of the first part and the party of the second part have mutually agreed that the Agreement signed by the two dated ______________ stands cancelled with effect from _____________. Through this agreement, the party of the second part agrees to exit out of the Franchisee Agreement dated _____________ by adhering to all the terms mentioned in Section 23 -Term and Termination of the Franchise agreement and also agrees that with effect from ___________________ the party of the second part (1) Is not authorised to use any of Inter Networkz's trademark (like name logos, color schemes etc.). The party of the second part is aware that the party of the first part has registered the trademark and any use by persons not authorized may constitute a violation. (2) Is not authorized to use any materials like brochures, course curriculum (these are copyrighted by the party of the first part), courseware & work books, posters and other promotional materials designed and developed by the party of the first part. (3) Will not leave any impression that Inter Networkz is still continuing in the premises of the party of the second part. (4) Will not register any new students for courses similar to those offered by the party of the first part. (5) Will not commence any new batches, for courses similar to those offered by the party of the first part. (6) Will stop giving business proposals to customers for products similar to those offered by the party of the First part. (7) Will remove all display material having the name / logo of Inter Networkz. (8) Will not use any material that carries the logo or name of Inter Networkz like Posters, handbills, letterheads, receipt books etc. With immediate effect the party of the first part is stopping the supply of any new courseware and other MARCOM material and ITA Training for the party of the second part. The party of the second part should send a list of students who are presently undergoing the course at the Centre so as to reach the party of the first part on or before _______________. To ensure that the current students get their course completion certificates without any problem.

For

For Covenant Network Technologies Pvt Ltd

Authorised Signatory

Authorised Signatory