MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into to be

effective as of the Effective Date set forth on the signature page hereto, by and between Xisha
Technologies LLP, a company registered under the companies act and law of India and address
at BD-32, Janak Puri, Delhi - 110058, India and __________, a company registered under the
companies act and law of __________ and address at ________________________ each
referred to individually herein as a “Party” and collectively the “Parties”.

Whereas, the parties desire to engage in discussions relating to IT Solutions & Services
in ______________, and in connection therewith, desire to disclose to each other certain
proprietary and confidential information;

Now therefore, in consideration of receipt of such information and the mutual promises
made herein, the parties agree as follows:

SECTION 1. CONFIDENTIAL INFORMATION

As used herein, "Confidential Information" shall mean any and all information
(including, without limitation any idea, finding, research, data, specification, process, technique,
algorithm, architecture, know-how, invention, design, plan, drawing, sketch, product schematic,
document, manual, report, study, photograph, sample, program, source code, prototype,
customer list, price list, product description, business plan, marketing plan, financial
information, or work in process), whether such information is in oral, written, graphic or
electronic form, provided that such information is received on or after the Effective Date and:

(A) Such information is in writing or other tangible form and is clearly marked as
"proprietary" or "confidential" when disclosed to the receiving party; or

(B) If such information is not in tangible form, such information (1) is identified as
"proprietary" or "confidential" when disclosed and (2) is summarized in a
writing, which is marked "proprietary" or "confidential" and is delivered to the
receiving party within thirty (30) days after date of disclosure.

SECTION 2. NON-DISCLOSURE OBLIGATIONS

Each party receiving Confidential Information shall treat such information as strictly
confidential, and shall use the same care to prevent the disclosure of such information as such
party uses with respect to its own confidential and proprietary information (which shall be no
less than the care a reasonable person would use under similar circumstances). In any event,
each party receiving Confidential Information shall:

(A) Disclose such Confidential Information to only those Affiliates and Advisors of
or to such party (1) whose duties justify their need to know such information and
(2) who have been clearly informed of their obligation to maintain the
confidential, proprietary and/or trade secret status of such Confidential
Information;

1
 (B) Disclose the fact that it has received such Confidential Information to only those
Affiliates and Advisors of or to such party (1) whose duties justify their need to
know such fact and (2) who have been clearly informed of their obligation to
maintain the confidential status of such fact; and

(C) Use such Confidential Information only for the purpose of reviewing, analyzing
and discussing with the disclosing party the Proposed Transaction.

Each party receiving Confidential Information shall, immediately upon the request of the
disclosing party, (i) return to the disclosing party all Confidential Information received from the
disclosing party, including all copies thereof made by the receiving party or any of its Affiliates
or Advisors, (ii) destroy all materials incorporating or based on such Confidential Information
which were prepared by the receiving party or any of its Affiliates or Advisors, and (iii) certify
to the disclosing party in writing that it has complied with the provisions of this Section 2.

SECTION 3. EXCEPTIONS TO NON-DISCLOSURE OBLIGATIONS

The obligations set forth in Section 2 above shall not apply to any Confidential
Information:

(A) Which the disclosing party expressly agrees in writing is free of any
nondisclosure obligations;

(B) which, at the time of disclosure to the receiving party, was known to the
receiving party or any of its Affiliates (as evidenced by documentation in the
possession of the receiving party or its Affiliate) free of any nondisclosure
obligations;

(C) Which is independently developed by the receiving party or any of its Affiliates
(as evidenced by documentation in the possession of the receiving party or its
Affiliate); or which is lawfully received by the receiving party or any of its
Affiliates, free of any nondisclosure obligations, from a third party which the
receiving party or its Affiliate reasonably believes has the right to so furnish
such Confidential Information;

(D) Which is or becomes generally available to the public without any breach of this
Agreement or unauthorized disclosure of such Confidential Information by the
receiving party or any of its Affiliates or Advisors; or

(E) Which must be disclosed pursuant to applicable federal, state or local law,
regulation, court order or other legal process, provided the receiving party has
notified the disclosing party prior to such required disclosure and, to the extent
reasonably possible, has given the disclosing party an opportunity to contest such
required disclosure at the disclosing party's expense.

SECTION 4. TERM

This Agreement shall become effective as of the Effective Date and shall remain in
effect until terminated by either party giving thirty (30) days' prior written notice of termination
to the other party. Upon any termination of this Agreement for any reason, each party's
2
obligations hereunder with respect to Confidential Information received prior to such
termination shall continue for a period of one (1) year after the date of such termination;
provided, however, that with respect to Confidential Information which consists of source code,
product schematics or related documentation, the obligations contained in this Agreement shall
continue indefinitely.

SECTION 5. GENERAL

A. NO COMMITMENT. Neither party has any obligation to disclose any

Confidential Information to the other party. In addition, neither this Agreement, nor the
disclosure or receipt of Confidential Information hereunder, shall constitute or imply any
promise or intention by either party to enter into the Proposed Transaction or to continue
discussions relating thereto.

B. NO LICENSE GRANTED. All Confidential Information shall remain the

property of the disclosing party, and nothing contained in this Agreement shall be construed as
granting or conferring any rights by license or otherwise in any Confidential Information.

C. NO REPRESENTATIONS. No party shall be deemed to make any

representation, warranty, assurance or guarantee with respect to any Confidential Information
disclosed hereunder, including without limitation any representation or warranty of
merchantability, fitness for any particular purpose, or non-infringement of intellectual property
or other rights of third parties.

D. GOVERNING LAW. This Agreement shall for all purposes be governed by

and interpreted in accordance with the laws of India as those laws are applied to contracts
entered into and to be performed entirely in India under the jurisdiction of the courts of India.

E. SEVERABILITY. If any provision of this Agreement is determined to be

unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in
full force and effect.

F. MODIFICATIONS. Any modification, amendment, supplement, or other

change to this Agreement must be in writing and signed by both parties. As used herein, the
term "Agreement" shall include any future amendments or supplements hereto.

G. WAIVERS. All waivers must be in writing. The failure of either party to insist
upon strict performance of any provision of this Agreement, or to exercise any right provided
for herein, shall not be deemed to be a waiver for the future of such provision or right, and no
waiver of any provision or right shall affect the right of the waiving party to enforce any other
provision or right herein.

H. EQUITABLE REMEDIES. The parties agree that any breach of this

Agreement, including without limitation any actual or threatened disclosure of Confidential
Information without the express prior written consent of the disclosing party, would cause
irreparable injury to the disclosing party for which no adequate remedy at law exists; therefore,
the parties agree that in addition to all other remedies available to the parties, equitable
remedies, including without limitation injunctive relief and specific performance, are
appropriate remedies to redress any breach or threatened breach of this Agreement by the
receiving party, any of its Advisors or Affiliates, or any other persons directly or indirectly
acting for or on behalf of or with the receiving party.
3
 I. RIGHTS AND REMEDIES. All rights and remedies hereunder shall be
cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive. If
any legal action is brought to enforce any obligations hereunder, the prevailing party shall be
entitled to receive its attorneys' fees, court costs and other collection expenses, in addition to any
other relief it may receive. This Agreement is not intended to provide any rights or remedies to
any person or entity other than the parties and their respective successors and assigns.

J. CONSTRUCTION. The headings and subheadings contained herein shall not

be considered a part of this Agreement. This Agreement may be executed in several
counterparts, all of which shall constitute one agreement. This Agreement shall bind, and inure
to the benefit of, each party and its successors and assigns.

K. NOTICES. Any notice or communication permitted or required hereunder shall

be in writing and shall be delivered in person or by courier, sent by electronic facsimile (fax), or
mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed
as set forth after the signatures below or to such other address as shall be given in accordance
with this Section 5(K). If notice is given in person, by courier or by fax, it shall be effective
upon receipt; and if notice is given by mail, it shall be effective three (3) business days after
deposit in the mail.

L. RELATIONSHIP BETWEEN PARTIES. Nothing contained in this Agreement

shall be construed to constitute either party hereto as the partner, employee, agent or other
representative of the other party hereto.

M. EXPORT CONTROL LAWS. Each party shall comply with all provisions of
the export control laws of India, and other relevant countries as such laws currently exist and as
they may be amended from time to time, with respect to any export of Confidential Information.

N. TERMINATION Either party may terminate this Agreement forthwith upon

the occurrence of any of the following events of default:
(1) If the Recipient is liquidated, terminated or dissolved, except when
such liquidation, termination or dissolution is pursuant to a merger or
corporate reorganization for tax purposes.
(2) If the Recipient breaches any term of this Agreement

O. LIMITATION OF LIABILITY Neither party, in any, event shall be liable for

any indirect or consequential or special or punitive damages, including, but not limited to,
loss of income or profits

4
 P. ARBITRATION :In the event of disputes, controversies, differences of
opinion and claims arising out of or in connection with this Agreement or in any way relating
hereto or any term, condition or provision herein mentioned or the construction or
interpretation thereof or otherwise in relation hereto, the parties shall first endeavor to settle
such differences, disputes, claims or questions by friendly consultation and failing such
settlement, the same shall be referred to Arbitration of two Arbitrators, one to be appointed
by partner and the other to be appointed by Xisha Technologies, for determination of specific
issues. Such Arbitrators shall appoint an Umpire before entering on the reference. Such
arbitration shall be held in accordance with The Arbitration and Conciliation Ordinance,
1996 or any statutory modification or re-enactment thereof for the time being in force and
shall be held in New Delhi and be conducted in the English language

Q. ENTIRE AGREEMENT. This Agreement is the final, complete and exclusive

agreement between the parties relating to the Confidential Information, and supersedes all prior
or contemporaneous proposals, understandings, representations, warranties, promises and other
communications relating to such subject matter.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have
executed and delivered this Agreement on the dates below, to be effective with respect to
Confidential Information disclosed on and after (the "Effective Date").

AGREED TO: AGREED TO:

By: By:

Name: Name:

Company: Company:

Email: Email:

Phone: Phone: