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17th October, 2013 To, Mr.

Darpan Salunke, Managing Director, Indent24 Media, Mumbai, India Subject: Assistance in fund raising and identification of partner for Joint venture and Shared CFO services We thank you for reposing confidence in our professional abilities and inviting us to assist you in fund raising and identification of partner for joint venture and Shared CFO services. Further to our discussions, we are documenting below our understanding of your present requirement, the role and responsibilities of Stelcore Advisors Private Limited (Stelcore) and broad terms for this engagement. To apprise you more about our capabilities, core competence and team members profile we are supplying a short note on Stelcore along with this agreement. Our understanding of the Engagement We have gone through the proposal in depth to understand the nature of business and expectation for fund raising, Shared CFO services and Joint venture opportunities for upcoming projects. Based on our understanding of company, we believe we can assist you best in above said services. Based on the above information, Stelcore hereby proposes its terms and conditions to assist the Company in meeting its abovementioned requirement. Scope of Work Our scope of work and deliverables that we visualize in this relationship are as under:

To prepare and structure the complete proposal including Business model, financial model and other relevant documents to present to investor group; In preparing the proposal, we will rely on the information and documents provided by the Company and management; To play Shared CFO role in the managing the finance for the project; To provide assistance in the valuation of the business and other relevant areas; To discuss, negotiate and facilitate with the prospective parties regarding the terms of the transaction; Structuring the transaction in collaboration with your organization which meets the policy guidelines and current industry scenario and are in best interest of; Identification of possible solution / arrangement through all manner; To resolve queries raised by the other party to provide clarifications to their satisfaction, and to assist in documentation up to the point of sign of term sheet and disbursement of the fund; To perform any other role that may be mutually agreed in writing.
Stelcore Advisors Private Limited Email: bharatmandot@stelcoreadvisors.in, M No. +91 93252 47999

Role and Involvement of Yourself and your Team We would require constant involvement of the Companys management team members to enable us deliver as per the agreed scope of the engagement. Broadly, the involvement and inputs required from the Companys management team are as under:

To assign coordination responsibility to a single point right calibre person in the Company having sufficient time at his disposal to attend to needs of the assignment without avoidable delays; To promptly provide complete and correct information supported by documents as and when required by Stelcore to perform its responsibilities; and To perform any other role that may be mutually agreed in writing. We would work with you to deliver as per the scope of the engagement on an on-going basis, and should the need arise, the roles and scope could be redefined as we get greater understanding of each others capabilities and limitations.

Fees and rewards


a.

Stelcore will be entitled to the following reward, payable as described below. Initial Fees: Rs. 25000/- will be the advance fees for the above said scope of work which is non refundable. Shared CFO Services: Rs. 25000/- for each business and financial model preparation and identification of investors for it. Success Fees: Fund raising: 2% (Two percent) of the transaction amount which is infused by parties introduced, initiated or facilitated by Stelcore. 50% of fees amount will be payable to Stelcore on signing of term sheet and balance will be payable on receipt of disbursement from the party / parties. The company will provide PDC (Post dated cheques) for fees amount at the time of signing of term sheet.

b.

Payment Terms All payments made under this agreement shall be net of any indirect tax (including service tax) that may be applicable. All applicable indirect taxes shall be additionally payable by company on actual basis in accordance with the governing provisions of the applicable law. In this context, Stelcore shall be responsible only for all direct tax obligations. All payments due under this agreement will be made in Indian Rupees, free and clear of any set-off, claims etcetera. Out-of-pocket expenses The company will reimburse the expenses incurred by Stelcore in connection with its performance under this Engagement Letter.

c.

Delivery Timeline We target to complete the assignment within 120 - 180 days from the date on which we receive all the necessary information and documents requested by us. This timeline could be revised with mutual consent.

Stelcore Advisors Private Limited Email: bharatmandot@stelcoreadvisors.in, M No. +91 93252 47999

Mandate duration and exclusivity Stelcore will work with you on the terms and conditions agreed upon as mentioned above and that you undertake to work exclusively with us (in India) for a period of 12 months from the date of signing and accepting of the letter. However, this assignment can be extended for a further mutually agreed time period and with renegotiated terms and conditions. Confidentiality The Corporate and Financial Advisors shall not disclose, except as required by Law, order of the Court or by any Regulatory Authority, any confidential information relating to the Company which it receives during the Assignment. If, the Corporate and Financial Advisors is required by Law, order of the Court or by any Regulatory Authority to disclose information, the Company authorizes the Corporate and Financial Advisors to disclose the information and to deliver the relevant documentation to the Authority. Survival clause The company hereby agrees not to approach directly or indirectly through other parties, the Institutions/Bankers or any other party introduced to it by Stelcore up to a period of 12 months from the date of the termination of the contract and in case it obtains the funding support from the such Institutions/Parties introduced by Stelcore during the aforesaid period of 12 months from the close of this agreement, it shall have to pay the professional fee to Stelcore, as if the deal is concluded with the assistance of Stelcore. Indemnify The company shall indemnify Stelcore and its directors, officers and employees, and any or all the external agencies appointed by Stelcore, from and against any and all losses, claims, damages and liabilities, joint or several, to which they may become subject to under any applicable law, or otherwise related to or arising out of any transaction contemplated by this assignment, and will reimburse all expenses (including counsel fees/ expenses) incurred in connection with the investigation of, preparation for or defense of any action or proceeding arising there from, whether or not Stelcore or its directors, officers or employees is a party. However, the indemnity does not apply to any Loss in respect of any matters, which are finally determined to have resulted from Stelcores negligent, wrongful or willful acts or omissions. Likewise, Stelcore indemnifies the company and its directors, officers and employees from and against any and all losses, claims, damages and liabilities, joint or several, to which they may become subject to under any applicable law, or otherwise related to or arising out of any transaction contemplated by this agreement, and will reimburse all expenses (including counsel fees/ expenses) incurred in connection with the investigation of, preparation for or defense of any action or proceedings arising there from. However, the damage or loss to Stelcore would be limited to the extent of the fees it received from the company. Governing Law This letter is governed by and shall be construed in accordance with Indian law and the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of
Stelcore Advisors Private Limited Email: bharatmandot@stelcoreadvisors.in, M No. +91 93252 47999

Udaipur, India in connection with any matter arising out of it.

Agreement of terms No waiver, amendment or other modification of this engagement letter shall be effective unless in writing and signed by each party to be bound thereby. We will appreciate if you would confirm your agreement to the terms of our engagement by countersigning the enclosed copy of this letter. Disclosure of Information We would request you to appreciate that it is very important and necessary that full disclosure of all relevant facts regarding financial position, commitments, banking relationship history, legal matters etc. concerning the Company, its promoters and all its sister and associate concerns is made to us in the first instance. Any material information not disclosed may impact the scope, the level of involvement and also the very success of the engagement. We once again take the opportunity to thank you for placing confidence in our professional abilities and we assure you that we will endeavour our best to not only maintain this confidence but to continue to grow it over the years. Best regards, For Stelcore Advisors Private Limited Bharat Mandot Managing Director I accept the terms of the engagement For

Mr . Director

Stelcore Advisors Private Limited Email: bharatmandot@stelcoreadvisors.in, M No. +91 93252 47999