Consulting Services Agreement

THIS AGREEMENT is made and executed on this the ___ day of , 2008
at __ by and between

__ (Herein after called the “Company” which term shall mean and
include all its successors, assignees, representatives, executors,
associates, and partners etc,) of the first part.

AND

___, (Herein after called the “Consultant” which term shall mean and
include all successors, assignees, representatives etc.,) of the
second part

WHEREAS

The Company is desirous of setting up a 500 bed Teaching Hospital in

consonance with the various statutory norms and standards
AND WHEREAS

The Consultant has the expertise in the planning, design, management

and operation of a Teaching Hospital

AND WHEREAS

The Company has requested the Consultant to lend the Company the
needed expertise to help the Company set up a 500 bed teaching
Hospital and the Consultant has agreed to provide the needed
assistance in accordance with the terms and conditions as mutually
agreed and listed in the following sections of this Agreement.

Duration

This consultation agreement shall commence from October 1st, 2008

and continue until August 31st, 2015. The period may be
extended beyond the agreed time frame upon mutual
agreement.

Milestones

The Milestones shall be as follows:

1. The Master Site Plan
2. The Hospital Architectural Plans & Services Diagrams
3. Hospital Operational SOPs

Subject Matter Expert

The Consultant may suggest and request Subject-Matter Experts, such

as Hospital Architects, etc., where necessary to the Company which
shall examine the feasibility and then engage them.

Schedules

Time is of the essence for the project and the Consultant and Company
have mutually discussed the below timeframes to achieve the
Milestones and each of them shall make the best faith efforts to adhere
to the schedule.

Milestone Timeframe
The Master Site Plan
The Hospital Architectural Plans &
Services Diagrams
Hospital Operational SOPs
Termination

Unless otherwise terminated or extended by agreement between

Company and Consultant, this Agreement terminates on August 31st,
2015.

Compensation

Company has agreed to pay the Consultant the sum of Rupees five
lakhs (Rs. 5,00,000) per month during the currency of this agreement.
Of this agreed upon amount, Rupees two lakhs fifty thousand shall be
paid each month and the balance amount shall be accrued up until a
milestone is reached and shall be paid as a lumpsum at that time.

Interaction with Third Parties

Company has the responsibility for assuring that plans, diagrams,

mark-ups, revisions, changes and the like provided by any third party
for use in the project described in this Agreement are timely, clear,
complete and approved by both Company and the Consultant.

Change in Scope

Changes requested by Company or the Consultant that would require

additional work or rework of plans previously approved comprise a
change in scope of the project and may require renegotiation of
schedules and costs.

Confidentiality

The parties shall keep confidential all matters relating to this

agreement and shall not make public or make any disclosures to
any third person of the fact of execution of this agreement,
except such disclosure as may be required to give effect to this
agreement and the disclosures as may be required to be made to
any authority or institution.

All communications between the parties and all information and other
material received by any of them from the other of them which is
by its nature or is intended to be received by the recipient as
confidential, and any information relating to the business of the
other party which is received pursuant to the transactions
contemplated under this agreement shall be kept confidential by
the recipient and not disclosed to any person save and except
such disclosure as is required (i) under any law or (ii) by any
judicial or administrative order of any authority or unless, the
 same (i) is a part of public domain or (ii) which comes to the
knowledge of the recipient otherwise than from the Seller or in
pursuance hereof.

The confidentiality obligations contained in this Article shall survive the

completion of the transactions contemplated hereunder or
termination of this agreement.

Arbitration

The Parties shall use their best efforts to settle amicable all their
disputes regarding the claim by one party against the other or
regarding the implementation of this agreement.

Any differences or disputes or claims arising out of or in relation to this

agreement, which are not resolved by the parties amicably, shall be
referred to arbitration under and in accordance with the Indian
Arbitration and Conciliation Act, 1996. The award given by the
arbitrator/s shall be final and binding on both the parties.

The venue of arbitration proceedings shall be ____. All proceedings

shall be in English and all awards shall be reasoned awards, which
disclose the factual and legal basis for the same.

NOTICES

All notices and other communications hereunder shall be in writing and

shall be deemed given if delivered personally or sent via electronic
mail.

IN WITNESS WHERE OF the parties hereto have executed these

presents on this the day of , 2008.

Signed,

(Signature and Date)

For Company

(Signature and Date)

For Consultant