This memorandum of Understanding dated September 12 th , 2006 is made and entered into by and between I Core IT Solutions Pvt Ltd hereby referred as ICITSPL, having its registered office at C 21, Deeplaxmi Co-Op. Hsg. Society, Mithagar Road, Mulund ( E ), Mumbai 400081 and Yogesh Visapurkar & Associates having its registered office at

“ Siddhapushpa Apartments ”, 26/B, Bhavani Peth, Satara – 415002 hereby referred as YVA.

2.1 All terms and conditions given in the ICITSPL partner program remain applicable.

2.2 It will be responsibility of the YVA to generate leads and make a sale. ICITSPL will endeavor to pass on leads received by it directly or via any marketing exercise Undertaken by ICITSPL from time to time.

2.3 YVA will be provided training only for one day.

2.4 We would not provide end – user training. It would be the responsibility of the YVA to provide this.

2.5 ICITSPL reserves the right to review and alter the discount policy at its discretion.

2.6 During the time of this agreement YVA will not be involved in selling or promotingthe competitors products anyway.

2.7 YVA shall in the beginning of every month give an estimate of the expected sales for that month.

2.8 Products once invoiced shall not be refunded unless found defective and certifiedby an authorized associate of ICITSPL.

2.9 ICITSPL carries no obligation to refund the investment made by the YVA in itsproducts in the event of termination of partnership from either side.

2.10 Onsite support charges, wherever applicable are to be charged directly by the YVA to the end customer.

2.11 YVA will not charge the end customer higher than the prices specified in the price list.

2.12 Payment has to be 100% advance.

2.13 Cheque has to be drawn in favour of I Core IT Solutions Pvt Ltd.

2.14 Installation if required by the customer can be charged Rs.500/- by you.

2.15 As per the volume based discounting policy, once the YVA migrates to the higher category, the differential margin will be paid back to the YVA as a credit note, for all the products issued.

3.1 ICITSPL agrees to provide adequate introductory training to the YVA for promotion of Products covered under the scope of this agreement.

3.2 During the term of this Agreement, if any additional training, over and above the introductory training, is required, ICITSPL agrees to provide the same on achargeable basis only

3.3 ICITSPL will make available to the YVA, at no cost, in the English language in electronic format, such sales and technical literature and documentation about its products.

4.1 Maintain sufficiently trained staff to provide sales and technical support for ICITSPL Products.

4.2 Ensure that one of its staff is made the single point of contact between ICITSPL and the YVA.

4.3 Eensure that products and services are delivered to customers in a timely manner to standards that are reasonably acceptable to ICITSPL.

4.4 Not hold itself out or permit itself to be held out as ICITSPL’s agent or representative and the YVA acknowledges it has no authority to legally bind ICITSPL in any way ( including any action resulting in ICITSPL becoming liable toany Party )

4.5 Contact ICITSPL promptly with written details of any complaints or difficulties experienced by customers which are not or cannot be readily solved by the YVA, and ensure that any reasonable requests for information by ICITSPL relating to the YVA’s business pursuant to this Agreement are promptly and accurately answered.

5.1 TERMINATION : Both the parties can terminate the MOU, with prior notice of 3 months in writing.