LEASE AGREEMENT This Lease Agreement (The Agreement) is made and executed at Gurgaon on the 22 March 2014.

BY AND BETWEEN M/s EVOLVE ENTERTAINMENT AND MARKETING SOLUTIONS PVT. LTD. having its Registered office at H16/6 DLF PHASE 1, GURGAON Through its duly Authorized Director th Mrs. Sapna M Vats, vide board resolution dated March 10 2014 hereinafter referred to as Lessor (which expression shall unless repugnant to the context or meaning thereof be deemed to include its successor or successors and assigns) of the FIRST PART ; AND
nd

day of

M/s VIA HEALTH RESOURCE & REFERRAL SERVICES PVT.LTD., having its
Registered office / office at C-902, Supertech, Rameshwar Orchid, Kaushambi, Ghaziabad201010 through its duly Authorized Director Mrs. Divya Srivastava hereinafter referred to as Lessee' (which expression shall, unless it be repugnant to the context or meaning thereof, include the successor or successors and permitted assigns) of the SECOND PART. WHEREAS: (i) The Lessee has expressed its desire to take on lease, and the Lessor has agreed to lease a Commercial Office space bearing no. 221 on the Second Floor measuring approximately 957 sq.feet. Super Built-up Area situated in Commercial cum shopping complex known as VIPUL TRADE CENTRE in and around Sector 48, Sohna Road Gurgaon, Haryana.

LESSOR(S)

LESSEE

(ii)

The Lessor has agreed to lease the same to the Lessee on the terms and conditions recorded hereunder.

NOW THEREFORE THIS LEASE AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS HEREUNDER: 1. TERMS OF LEASE: (a) The Lessee agrees to take on lease and the Lessor hereby agrees to lease a Commercial Office space bearing no. 221 on the Second Floor measuring approximately 957 sq.feet. Super Built-up Area in the said VIPUL TRADE CENTRE together with all buildings and erections, fixtures and fittings, standing and being thereon (hereinafter called "THE SAID PREMISES) more particularly described in SCHEDULE 'A'. That in consideration of the monthly rent herein fixed and the other covenants herein contained, the Lessor hereby agrees to grant to the Lessee a lease in respect of THE SAID PREMISES initially for 11 months (initial term). After an initial term, this lease is renewable solely at the option of the Lessee for further 2(two) consecutive period of 11 months each (i.e. total of 3 terms of 11 months each). That the rent shall be subject to an escalation of 15% (Fifteen percent) every 33 Months over the last corresponding rental paid. Both the parties shall have the right to terminate the lease by giving to the each other a 3 (three) months written notice after the expiry of initial Lock-In period of 6 months commencing from 22.03.2014. During the Lock-In period both the parties cannot terminate the agreement and in case of termination then the Lessee and Lessor both agree to compensate each other with monthly rent equivalent to rent total of 6(six) months.

(b)

(c)

(d)

2.

RENT, SECURITY DEPOSIT & MAINTENANCE CHARGES: (a) That the Lessee shall pay to the Lessor the rent of Rs. 55,000/- (Rupees Fifty Five Thousand only) per month (calculated @ INR 57.47/- PSF on Super Built-up Area) in advance by the 7th (seventh) of the each calendar month by account payee cheques, subject to deduction of tax at source and such other statutory deduction as shall be applicable from time to time. The Lessee also agrees to pay the service tax as applicable on the rental. The Lessee agrees that in case of th the rent not being paid by the 7 of each calendar month the Lessor shall be entitled to charge a late payment penalty of Rs. 500 per day which would have to be paid with the rental cheque after calculating the number of days the rent was delayed multiplied by per day late payment penalty. That the Lessee shall pay to the Lessor an interest free refundable security deposit of Rs. 2,20,000/- (Rupees Two Lac Twenty Thousand Only) equivalent to four (4) months lease rent in the manner hereinafter stated (The Security Deposit). i. Out of the aforesaid security deposit, the Lessee has paid an amount of Rs. 55,000/- (Rupees Fifty Five Thousand only) at the time of signing of the Letter of Intent as per below :

(b)

LESSOR(S)

LESSEE

Cheque no. 909305 909306

Dated 11.03.2014 11.03.2014

Amount 49,500/5,500/-

Drawn on HDFC Bank Ltd HDFC Bank Ltd

ii. The lessee has paid the balance security deposit amount of Rs. 1,65,000/(Rupees One Lac Sixty Five Thousand only) as per the details mentioned below : Cheque no. 909307 Dated 18.03.2014 Amount 1,65,000/Drawn on HDFC Bank Ltd

The aforesaid security deposit shall be refunded to the Lessee on the expiry of this Lease agreement or earlier termination thereof and on simultaneous vacation of THE SAID PREMISES and after adjustment of dues, if any, against arrears of Rent, Electricity charges, Water charges, Common Maintenance/Mall Management charges and/or other dues, charges etc. which may be due and payable by the Lessee for and or in connection with the premises. (c) That the Lessee shall pay the charges for maintenance and use of common areas including but not limited to air conditioning, power back-up etc. as monthly invoiced by the Vipul Trade Centre. The Lessee will ensure that such charges be paid promptly on or before due date to Vipul Trade Centre directly. In addition, the Lessee has deposited a sum of Rs. 50,000/- (Rupees Fifty Thousand Only) with the Lessor as interest free refundable security deposit as per below details. The Lessee shall be liable to maintenance charges and service tax as applicable, from the date of possession of THE SAID PREMISES has been handed over to the Lessee. Cheque no. 909308 909309 (d) Dated 18.03.2014 19.03.2014 Amount 49,500 500 Drawn on HDFC Bank Ltd HDFC Bank Ltd

That in the event the Lessee does not vacate THE SAID PREMISES on the expiry of the Lease and extended period of Lease, the Lessee shall be liable to pay damages to the Lessor at the rate of Rs. 8,000 /- (Rupees Eight Thousand Only) per day for the period of illegal retention of THE SAID PREMISES in addition to the lease rental and maintenance charges for the said period of illegal retention. The same is without prejudice to the rights of the Lessor to recover the vacant physical possession of THE SAID PREMISES from the Lessee. All costs related to the said acts relating to the Lessors recovery of THE SAID PREMISES from the Lessee shall be made good for by the Lessee.

3.

USER: (a) That the lease of the premises by the Lessor to the Lessee is for the purpose of the lawful business of executive search under the brand name VIA HEALTH RESOURCES and matter connected herewith or incident or thereto.

LESSOR(S)

LESSEE

(b)

That the Lessee shall not carry out any prohibited, illegal or such business which may be harmful either to the neighborhood or to the VIPUL TRADE CENTRE building and if any loss or damage is occasioned to any article or the VIPUL TRADE CENTRE building on account of the Lessees negligence, the same shall be made good by the Lessee. The Premises shall be used by the Lessee for the purpose of operating and running an Office / commercial establishment as permitted/permissible under the lease. The Lessee shall not raise any objections in the event the Lessor sells/assigns/transfers the Premises to any third party. The Lessee shall have no right to change the usage from Office to Showroom or any other usage as the same would affect the air-conditioning load, regulatory requirements, and its nominated authorized person, provision of CPT, financials etc.

(c)

4.

STRUCTURAL REPAIRS: That during the Term the Lessor and its nominated authorised persons shall have the right and privilege to enter upon THE SAID PREMISES for inspections, repai rs of any electrical equipment or structure and/or repairing, laying or relaying any electric cables, water lines etc., which may be passing or are to pass through THE SAID PREMISES and in the fair opinion of the Lessor are required to be repaired or redone in the general interest and for proper use and enjoyment of THE SAID PREMISES as well as for the structural stability of THE SAID PREMISES in particular as well of VIPUL TRADE CENTRE in general. The Lessor shall be entitled to do so by giving a 2 4 (twenty-four) hours notice in writing and carry out the repair or other works during that time only, which gives minimum inconvenience to the Lessee.

5.

UTILITIES: The Developer(s) shall provide a maximum electricity load in the THE SAID PREMISES for which the Lessee shall pay charges as per the meter readings directly to Vipul Trade Centre as per the monthly consumption.

5.

COMPLIANCE WITH BYE-LAWS: That the Lessee shall fully comply with all such conditions, rules, regulations, bye laws and orders etc. of all the Central / State Govt., local authorities or any other departments, builders, society, Office Complex maintenance agency etc. as applicable to the Lessee or its business. The Lessor shall not be responsible for non-compliance and any consequences thereof and the Lessee shall keep the Lessor indemnified against any such claim, demand or actions caused due to non-performance / compliance on the part of the Lessee.

6.

MISCELLANEOUS: (a) That the Lessee shall be fully responsible for all its business operations including taxes related to the activities involved in its business operations in THE SAID PREMISES and the Lessor shall in no way be responsible for the same.

LESSOR(S)

LESSEE

(b)

That the Lessor shall be responsible for all taxes related to the property i.e. Property Taxes, Municipal Taxes, House Taxes, Ground Rent etc. of the premises and the Lessee shall in no way be responsible for the same. No amendment of this Agreement shall be effective unless it is in writing and signed by both the parties or by their duly authorized persons. That in the event the rent / maintenance charges remaining unpaid by the Lessee for a period of 1(one) month from the date when the same is due, the Lessor shall have the right to terminate this Agreement, provided the Lessor has given a written notice calling upon the Lessee to pay the lease rent and the Lessee has not paid the rent/charges within 7 (seven) days of such written notice. This right is without prejudice to all or any other right available to the Lessor under this agreement or under laws or otherwise and the Lessee shall have no objection to it. That in the event of the Lessee committing any breach under this Agreement and the Lessee, the same shall be required to be rectified by the Lessee within 7 (seven) days of the date of written intimation to the Lessee. In the event Lessee fails to rectify the said breach, Lessor without prejudice to the other rights and remedies as available to it under law or otherwise shall have the right to terminate this agreement and enter into THE SAID PREMISES by serving 15 (fifteen) days written notice onto the Lessee. That if the Lessor during the Term of the Lease sells and/or transfers its rights in the Premises to any person or persons / company then in that event this lease of the premises shall attorn to such transfer on the same terms and conditions as contained herein in this Agreement. The Lessor shall cause the new transferee / purchaser to confirm that the terms and conditions contained herein, in this Agreement shall be binding on the transferee / purchaser and he/it will also acknowledge the security deposit, paid by the Lessee to the Lessor the benefits whereof shall be transferred to the new transferee / purchaser and all adjustment shall be made accordingly. All other terms and conditions as mentioned herein and in the Agreement shall remain unaltered and unchanged and shall remain the same for the new transferee / purchaser. The Lessee would not be responsible for payment of any taxes, stamp duty, charges etc in case the Lessor sells the property to another person. The buyer would be responsible for payment of all such charges arising due to change in ownership. That the Lessee shall execute all necessary documentation for taking possession of THE SAID PREMISES after payment of all dues as contained in part 2 (b). The Lessor would in turn make sure after paying all necessary charges related to the Maintenance / electricity of the said property before handing it over to the Lessee. The Lessee shall have no objection to the Lessor raising finance/loan by creating a Charge/Mortgage on the Premises. The Lessee will not sublet or part with the possession of THE SAID PREMISES at any time of the Lease period or its further extensions as mentioned herein and all obligations under the said Agreement shall exclusively rest with the Lessee alone.

(c)

(d)

(e)

(f)

(g)

(h)

(i)

LESSOR(S)

LESSEE

8.

ALTERATIONS & CHANGES IN THE MASTER LAYOUT & DESIGN The Lessee only with requisite written approval of the Lessor can make, construct or install at its own costs and expenses any additional fittings and fixtures in THE SAID PREMISES and other plant equipment, pipes, cables, wooden partitions, screen, shelves, racks, sub-blinds and/or the fittings and thing without thereby causing any structural and design layout damage to THE SAID PREMISES. On termination of the lease, the Lessee shall restore the THE SAID PREMISES to its original condition at its own costs and expenses, normal wear and tear excepted. In case the Lessor so desires, it may request the Lessee not to restore THE SAID PREMISES to its original condition but to leave THE SAID PREMISES as it is, with all the fittings and fixtures in position, at the time of expiry and / or earlier termination of the Lease and the Lessee may if it so wishes, leave THE SAID PREMISES with all fittings and fixtures in return for a suitable compensation which has to be acceptable to the Lessee.

10.

GOOD CONDITION: During the Term, the Lessee shall keep THE SAID PREMISES in good repairable and tenantable condition. The Lessee shall attend to all minor repairs but major repairs, including but not limited to structural components, such as water and power distribution systems and other electrical systems, pipe conduits, drains, cables and other facilities within THE SAID PREMISES shall be carried out by the Lessor.

11.

NOTICE: That any notice in terms of this Agreement by either Party will be in writing and will be given at the address stated herein above by Registered A.D. post unless a different address has been intimated in writing against receipt. Upon the receipt of any notice order, direction or any other thing from any competent authority (including notices, affecting the rates, taxes or other outgoings) in respect of THE SAID PREMISES payable in whole or in part by the Lessee, the Lessee shall immediately deliver a copy of the necessary documents, etc., to the Lessor.

12.

FORCE MAJEURE: Both the parties shall not be liable for failure to perform or any delay in performing their obligation under this Agreement when and to extent that such failure or delay is due to force majeure. The term force majeure shall include, but not limited to accidents, fires, floods, acts of God or the public enemy, embargoes, wars (declared or undeclared), riots, civil commotion, interference by civil or military authorities, terrorist acts, Government actions, order(s) or request(s), including (without limitation) certification, clearance or other document, or any other cause or contingency beyond the control of the parties and in any of the aforesaid events.

13.

DISPUTE RESOLUTION: (a) In the event a dispute arises in connection with the validity, interpretation, implementation or alleged breach of this Agreement, the Parties shall attempt in the first instance to resolve such dispute through negotiation. If the dispute is not resolved through negotiation then either party may refer the dispute for resolution to the Arbitration of a Sole Arbitrator in consonance with the provisions of the Arbitration and Conciliation Act, 1996 or any subsequent enactment or amendment thereto, and the decision of the Arbitrator shall be binding upon the Lessor and the Lessee. The

LESSOR(S)

LESSEE

Lessor and Lessee shall appoint an arbitrator within thirty (30) days of the receipt by such party of the other partys request to initiate arbitration. However, during the pendency of the dispute, in case the Lessee enjoys the benefits of THE SAID PREMISES, the Lessee shall not stop payment of Rent and the other charges mentioned herein. The seat of Arbitration shall be at Gurgaon. The provisions of this Article shall survive the term/termination of this Agreement. Each party shall bear its own cost of the arbitration.

14.

JURISDICTION: Subject to the preceding clause the parties agree to submit to the exclusive jurisdiction of the competent courts in Gurgaon with regard to any question or matter arising out of this agreement and other documents that may be executed by the parties in pursuance hereto or arising here from.

15.

REGISTRATION AND STAMP DUTY: That the cost of stamping and registration related miscellaneous expenses of this agreement will be borne equally by the LESSOR and the LESSEE

IN WITNESS WHEREOF the parties hereto have executed this at the day and year first mentioned hereinabove.

Lessor(s)

Lessee

__________________________________ Sapna M Vats Director M/s EVOLVE ENTERTAINMENT AND MARKETING SOLUTIONS PVT. LTD

_______________________ Divya Srivastava - Director M/s VIA HEALTH RESOURCE & REFERRAL SERVICES PVT.LTD.

WITNESSES:

1.

2.

LESSOR(S)

LESSEE

SCHEDULE A (LIST OF STRUCTURAL COMPONENTS & FIXTURES & FITTINGS) TYPE OF FIXTURE/FITTINGS BRAND TOTAL NUMBER INSTALLATION DATE COST REFERENCE PICTURE

CELING LIGHTS

SWITCHES

DOOR/CABIN LOCKS

CHAIRS

TABLES

WATER DISPENSER

TEA MAKER

TELEPHONE INSTRUMENTS

WI-FI MODEM

EPBAX MACHINE

GLASS WRITING BOARD

LESSOR(S)

LESSEE