This agreement ("Agreement") is made on this the [ ] day of [ ] [ ] between

AGREEMENTThis agreement ("Agreement") is made on this19th day of July 2012 (Effective Date) by and between

Reliance Communications Infrastructure Limited, a company incorporated in India under the provisions of the (Indian) Companies Act, 1956 and having its registered office at H Block, First Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai, 400710, Maharashtra, India (hereinafter referred to as "Service Provider ", which expression shall mean and include unless repugnant to the context, its successors and permitted assigns); and

Reliance Webstore Limited, a company incorporated in India under the provisions of the (Indian) Companies Act, 1956 and having its registered office at H Block, Dhirubhai Ambani Knowledge City, Navi Mumbai, 400710, Maharashtra, India (hereinafter referred to as " RWSL" Data Card Provider, which expression shall mean and include unless repugnant to the context, its successors and permitted assigns);

and

Acumen Business Processes India Pvt Ltd a company incorporated in India under the provisions of the Companies Act, 1956 and having its registered office at 10 Sumeet 17 JB Nagar Andheri (E) Mumbai : 400059 hereinafter referred to as "[ Subscriber]" which expression shall mean and include unless repugnant to the context, its successors and permitted assigns).

WHEREAS:

Service Provider offers inter alia Internet based services in India pursuant to terms and conditions of the Internet Service Provider Licence issued by the Department of Telecommunications, Government of India.

Data Card Provider is engaged in the business of establishing and provision of providing Internet Data Cards to Subscribers of Service Provider;

Acumen Business Processes India Pvt Ltd is in the business of Consulting & Training; and Data Card Provider desires to supply, and Subscriber is willing to purchase wireless Data Card devices from Data Card Provider, subject to the terms and conditions of this AgreementThe Subscriber has signed a Subscriber Application form (CAF) with the Service Provider attached as Schedule 2 which shall be part of this Agreement and shall be binding on the Subscriber in respect of the Data Card and shall be in addition to the Agreement in the event of any conflict or inconsistency between the Agreement and the CAF, the Agreement shall prevail.NOW, THEREFORE, in consideration of the promises of the Subscriber to purchase Services from the Service Provider and other promises and covenants set forth in this Agreement, Service Provider, Data Card Provider and Subscriber hereby agree as follows:

DefinitionsAffiliatesshall mean, with respect to each Party, any person or entity directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with a Party. Control, Controlled or Controlling shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the later person or entity controlling the composition of the board of directors or owning the largest or controlling percentage of the voting securities of such person/entity or by virtue of any contractual arrangements or otherwiseExitshall mean exit from a Data Card Installment Scheme, migration from higher rental to lower rental or discontinuation of the Services and shall also include termination of the use of Data Card and other rights incidental hereto provided by the Data Card Provider or the termination by Service Provider of Services, due to any reason whatsoever, including non-payment of any dues

Exit Charges

shall mean the sum payable on Exit. As specified in Schedule 1

Data CardsShall mean wireless devices supplied by Data Card Provider to the Subscriber.

Data Card Installment Schemeshall mean the various schemes for provision of Data Cards, as announced by the Service Provider from time to time and specified in Schedule 1.

Installment Periodshall mean the period as specified in the Data Card Installment Scheme during which the Data Card Charges shall be paid by Subscriber.

ServicesShall mean the services provided by the Service Provider to the Subscriber as further described in the CAF. 1.1 Interpretation: Save where the context otherwise requires in this Agreement:(a) Words importing persons or parties shall include firms and corporations and any organization having legal capacity;

(b) Words importing the singular shall include the plural and vice versa where the context so requires;

(c) References to any law shall include such law as from time to time enacted, amended, supplemented or re-enacted;

(d) Reference to any gender includes a reference to all other genders;

(e) References to the words include or including shall be construed without limitation;

(f) References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement, such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated; and

(g) The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement.

1. TERM

This Agreement will commence from the Effective Date and shall continue for a period of 18 months (Term). The Term may be extended for a further period by mutual agreement of the Parties hereto in writing.

2.Provision of Data Cards

The Data Cards will be provided by the Data Card Provider to the Subscribers as per the scheme selected by the Subscriber as mentioned in Schedule 1. The Subscriber may choose from any one of the Data Card Schemes offered by the Service Provider. Services referred under this Agreement shall be exclusively provided by the Service Provider.

3.Obligations of the Subscribers:

3.1 The Subscriber shall honor its obligations with respect to the scheme selected under Schedule 1. 3.2 In the event of Exit, Subscriber shall pay all Exit Charges as mentioned in Schedule 1. Further, the Subscriber shall surrender and return the Data Card to the Service Provider and/or to Data Card Provider. In the event the Subscriber does not return the Data Card, the Subscriber agrees that the Data Card Provider shall be entitled to recover / seize the Data Card and the applicable Exit Charges.

3.3 All taxes present and future and any other additional tax, cess, duty levied by tax authorities shall be to the account of the Subscriber. These taxes are service tax , education cess etc as per existing government rates and norms.3.4 No event shall Service Provider or Data Card Provider jointly or severally be held responsible for the any claim relating to the fulfillment of warranty of Data Card. The Subscriber understands that all the claims in respect of the working/non-working of Data Card shall lie only against the manufacturer and not against Service Provider /Data Card Provider.4.The Subscriber represents warrants and undertakes that:

(a) It shall ensure that the use of the Data Cards shall be only for the intended purposes as set out in this Agreement.

(b) Subscriber shall not pledge, hypothecate, sub-lease, sell or dispose off or otherwise transfer any rights or interest in the Data Card to any other person in any manner until it becomes the owner of the Data Card as specified under the Data Card Installation Scheme.(c) It has full power and authority to enter into and perform this Agreement;5.INDEMNIFICATION AND LIMITATION OF LIABILITY

5.1 Each party agrees to indemnify, defend and hold harmless the other party, against any and all losses, liabilities, claims, obligations, damages, costs, expenses (including, without limitation, reasonable attorneys fees) which result from, arise in connection with or are related in any way to (a) injury to any persons[ physical, mental, libel, slander including death and damage to any property[tangible or intangible]; (b) breach of the representations and warranties in this Agreement; (c)fraud misrepresentation, willful misconduct or gross negligence of officers, directors, employees and agents; (d) any violations of applicable laws; or (e) any material breach of the provisions of this Agreement .

5.2 Notwithstanding any other provision of this Agreement, neither party shall be liable to the other for any indirect, consequential, special, incidental or punitive damages, or for any lost profits of any kind or nature whatsoever, foreseeable or not, under this Agreement, whether from negligence or otherwise.

5.3 Under no circumstances, shall the liability of the Service Provider and/or Data Card shall exceed ([ ]) .6.ARBITRATION

Any controversy, dispute or claim arising out of or relating to this Agreement or the breach hereof shall be endeavoured to be settled by mutual discussions between the authorized representatives of both parties within a period of one month from the date of notification of any such controversy, dispute or claim in writing by one party to the other and failing which by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 of India or any amendment thereof. In the event of resolution by arbitration, Service Provider and Data Card Provider, collectively shall appoint one arbitrator and Subscriber shall appoint one arbitrator and the two arbitrators so appointed shall jointly appoint a third arbitrator. Arbitration shall be conducted in the English language. The arbitration hearing and all proceedings in connection therewith shall take place in Mumbai. The award shall be binding on both parties and immediately enforceable in a court of law or equity. Each party shall bear its own costs for the arbitration and any attorneys' fees unless declared otherwise by the arbitral award.

7.NOTICES

7.1Any notice or other communication required or authorised under this Agreement shall be in writing and given to the party for whom it is intended at the address given in this Agreement or such other address as shall have been notified to the other party for that purpose. Notices shall be marked for the attention of the following individuals listed below: -

Subscriber.

Name: - Acumen Business Processes (I) Pvt Ltd.

Address: - 10 Sumeet 17 JB Nagar Andheri (E) Mumbai : 400059Tel +91 9004616208 (22)

Fax +91(22)

Service Provider

Name: -

Address: - Tel +91(22)

Fax +91(22)

Data Card Provider

Name: -

Address: - Tel +91(22)

Fax +91(22)

7.2Any notice or other communication given under this Agreement shall be by post, addressed in the manner referred in Clause 8.1, or by facsimile transmission confirmed by pre-paid post, addressed to that addressee. If that post is not returned as being undelivered, then that notice or communication shall be deemed to have been given after three days for post, or after four hours if sent during a working day otherwise at the beginning of the next working day for facsimile transmission.

8.GENERAL

8.1The Service Provider and/or Data Card Provider may assign the benefit or burden of this Agreement to its Affiliates. The Subscriber shall not assign the Agreement to any third party including its Affiliates without the prior written consent of the Service Provider and/or Data Card Provider8.2 Failure by either party to enforce any right given by or arising out of this Agreement shall not operate as a waiver of such right. 8.3 Either party may make a claim for excusable failure or delay with respect to any obligation of such party under the Agreement, excluding any obligation to make payments when due. Excusable failure or delay shall be allowed only in the event of an event of such delay is caused by fire, flood, explosions, war, embargo, government requirement, civil or military authority, lightening, floods or other acts of God, public enemy or any other cause beyond the partys control (Force Majeure), whether or not similar to the foregoing. Where such delay continues beyond thirty (30) days, the party not affected by the delay may terminate this agreement. The party claiming the benefit of excusable delay hereunder shall (a) promptly notify the other party of the circumstances creating the failure or delay and provide sufficient documentation to establish to the reasonable satisfaction of the other party the impact of such partys failure or delay and (b) use reasonable efforts to avoid or remove such causes of nonperformance, excusable failure or delay. 8.4 Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute a partnership, association, joint venture or other co-operative entity between any of the parties.

8.5 This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

8.6 If any provision of this Agreement or any part of any such provision is held to be invalid, or unenforceable, such provision or part (as the case may be) shall be ineffective only to the extent of such invalidity, or unenforceability, without rendering invalid, or unenforceable or otherwise prejudicing or affecting the remainder of such provision or any other provision of this Agreement. 8.7 This Agreement supersedes any prior agreements, undertakings, promises and assurances relating to the subject matter hereof and constitutes the entire agreement of the parties.

8.8 This Agreement shall be governed by Indian law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of Mumbai, India.8.9 Both Parties make no representation or warranty to each other, except those specifically set forth herein and disclaim all warranties, express or implied.8.10 This Agreement, together with all Schedules attached hereto, which are all incorporated herein by this reference, constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment to this Agreement will be effective unless made in writing and signed by duly authorized representatives of each of the parties.IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement effective as of the date first set forth above.

SIGNED AND DELIVERED

BY THE WITHINNAMED Service Provider

BY THE HAND OF ITS AUTHORISED SIGNATORY

[Insert name]SIGNED AND DELIVERED

BY THE WITHINNAMED Data Card Provider

BY THE HAND OF ITS AUTHORISED SIGNATORY

[Insert name]SIGNED AND DELIVERED

BY THE WITHINNAMED Subscriber

BY THE HAND OF ITS AUTHORISED SIGNATORY

[Insert name]

Schedule 1The details of the offer Netconnect Special Offer Plan NameMonthly RentalBundled UsageUsage Charges beyond Free UsageLock in PeriodExit ChargesQuantity

5GB@750+st (unlimited usage @ 1x speed post bundled usage)Rs. 750/-5GB@750+st (unlimited usage @ 1x speed post bundled usage)Rs. 0.50/- per MB18 monthsRs.1299/- per data card300

* The charges indicated above are payable per month for a period of 18 monthsPost contract period, the charges as per the base tariff plan will apply.Where all the Data card is offered Free as part of the Special offer and will continue to remain as the property of the Data Card Provider till the period of the contract.

In case the Subscriber decides to exit the above data card Scheme or migrate from one scheme to another or discontinue the Services at any time during the period of the contract, an exit charge of Rs. 1599/- per data card will be applicable.SCHEDULE 2

Details of CAF:- Name of SubscriberCAF NoNo. of Connection/Qty

Subscriber Signature:

KAM / CWG heads Signature:

Channel Partners Signature (CSA):

DATA FOC AGREEMENT V. 10042012

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