OFFER LETTER - SETSS

Date: 29/05/2012 Dear Sahil Deswal, We thank you for the interest shown by you in working for Collegites (Student Edutech & Sports Services LLP) and are pleased to offer you the position of a Business Head. This position will be based out of Gurgaon. As an employee of the company, you will receive a Fixed Monthly Salary of Rs. 30,000/-(Thirty Thousand). For the first 2 months from the Date of Joining will be the probation period for which the CTC will be Rs. 15000/Month. In addition to above you will receive MPA - Monthly Phone Allowances and MTA - Monthly Travel Allowances if any. The above will be reimbursed as per the actual. In addition, you will also be entitled to the following:(1) Performance Bonus -

(1.1) Annual Bonus: You shall also receive an amount towards annual qualifying discretionary bonus based entirely on the management's assessment of your performance during the year, as well as performance of the company and business units subjected to a maximum of 2% of revenue generated by the employee else stock options can be offered. This bonus is payable, as per the prevailing bonus policy, at the sole discretion of the management of the Company and will be subject to deduction of tax, as applicable. (1.2) Monthly Bonus: Monthly bonus would be distributed and would be paid along with monthly salary as given below:
Upto 3 Colleges On 3 Colleges 3 Colleges + Rs 1400/College Rs 8350 Total 8350 (For First 3) + 1400 Rs / College

(2) Taxation - Company would not be responsible for any taxes or charges that may occur,

Employee has to take care of any such charges by themselves.

(3) Expenses - Out-of-pocket business expenses incurred by you will be reimbursed according

to the Company's expense reimbursement policy.

(4) Benefits & Policies Your employment will be in accordance with the rules, regulations

and policies of the company, as amended from time to time.

(5) Travel for Work From time to time you will need to travel within India and abroad. You

will need to maintain all required papers (Passport, VISAs) to ensure ability to travel at short notice. While your base will remain the Gurgaon region, the Company may request you to spend extended periods of time in other locations including foreign trips. (All the expenses would be bear by the company)
(6) Notice You have to serve notice period of 2 months. Any notice/communication required

to be served on you shall be in writing and shall be deemed to have been given on the date of delivery or transmission if personally delivered or faxed.
(7) Working Hours Working Hours will 9:30 AM to 7:30 PM including 1 hour break.

Employee May have to work on some Saturdays or Sundays if required.

(8) Bond: After 2 months of probation period you have to serve a bond of 1 year with the

company. The bond fee would be equivalent to Rs. 1 Lakh.

(9)General Policies:

9.1 You agree that to the best of your ability and experience you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you, pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your employment, you will devote all of your business time and attention to the business of the Company and the Company will be entitled to all of the benefits and profits arising from or incident to all such work, services and advice. During the term of your employment, you will not, whether directly or indirectly, render any services of a commercial or professional nature to any person or organization.

9.2 If any information furnished by you to the Company is found to be false or inaccurate, or if you are found to have willfully suppressed any material information, the Company shall be entitled to terminate your employment without notice.

(10) Invention

Assignment, Confidentiality and Non-Compete Agreement: Upon commencement of your employment, you will be required to sign the Company's standard employee proprietary information agreement relating to confidential information and the assignment of proprietary developments to the Company. Your refusal and/or failure to sign the aforesaid agreement shall be sufficient cause for the Company to terminate your service forthwith without notice.

(11) Proprietary Rights: You shall agree that the proprietary rights in any or all inventions,

designs, applications, or work systems which you have made or developed, wholly or partially, during your employment with the Company, shall be the exclusive property of the Company.

(12)

Termination of Employment: 12.1 Your employment with the Company will be liable for termination by either party by giving two month notice or payment thereof. The Company also reserves the right to pay or recover up to two month salary in lieu of notice. In the event you serve notice of termination, the Company may relieve you from the date as the Company may deem fit even before expiration of the notice period. However, the Company may terminate your services with one day's notice if dismissal is due to misconduct or for disciplinary reasons. 12.2 On acceptance of the notice of termination, you will return to the Company all books, materials, documents, drawings, laptop, data or records belonging to the Company or any of its affiliates or customers and you shall not make or retain any copies or extracts thereof.

Please feel free to contact Arpit Mittal- 8130224222 / arpit@vcsenterprise.com if you have any queries about your appointment. You are requested to return a signed copy of the offer letter in the office on the date of joining with 2 passport size photographs, and any ID proof(Driving license/ Passport/ Voter ID etc)

We look forward to welcoming you to Collegites. Hope you'll be happy with the offer as well as the role. We expect you to come on board by 15th July, 2012. Acceptance: I accept the offer as per terms mentioned above. _______________________ Sahil Deswal Date: _____________________________ Arpit Mittal Director VCS Tech Solutions Pvt Ltd.