With SOFTWORLD (INDIA) PVT. LTD.

This  Softworld (India) Pvt. Ltd. End user service  Agreement for  UNISOLVE Software (The  'Agreement') is

  a legal  agreement  between End user or the company that you are authorized to represent ('End user') and Softworld (India) Pvt. Ltd.,Jaipur ('SWIL').This Agreement governs by End User  use of  the accompanying UNISOLVE/CROSS/RETAILGRAPH  computer software programs,including all documentation (printed and electronic manuals, guides,  bulletins, and  online help) and any  modifications, updates, revisions or enhancements received by End User from SWIL or its dealers (the 'Program'). End User acknowledge and accept the terms and conditions of this Agreement by installing this computer software.

IF END USER DO NOT AGREE WITH THESE TERMS,PRODUCT SHOULD IMMEDIATELY CANCEL THE INSTALLATION PROCESS AND RETURN THE PACKAGE AND ITS CONTENTS TO Softworld (India) Pvt. Ltd. IN ACCORDANCE  WITH SWIL'S RETURN POLICY. END USER MUST REGISTER  WITHIN THE FIRST FORTY-FIVE (45) Days of usage OR THE SOFTWARE WILL BECOME DISABLED.

   Please note that registration  can be  done only once in  End User  firm or company's name

   and End User will be able to use the program only for that  particular firm or company. If

   End User is  a new customer and  return the welcome  kit within fifteen (15) days from End

   User payment,before registraion of in End User name,as  evidenced by End User receipt,

   SWIL will refund the payment.

1.LIMITED RIGHTS

  Subject to  End User compliance with all terms of this Agreement, SWIL hereby grants to End

  User a limited, nontransferable, non-exclusive benefit to use the Program  under  the terms

  stated in this Agreement for use in End User business or profession.

  The  grant  of rights hereunder to the Program is not a sale of the Program or any  portion

  thereof and does not convey any rights of ownership in the Program.SWIL reserves all rights

  not  expressly granted by this Agreement and End user hereby acknowledge that all title and

  ownership  of  the  Program and  all associated  intellectual property rights are and shall

  remain with SWIL.

2.RESTRICTIONS

  This Agreement does not include the right to perform any of the following and End User agree

  to refrain from performing any of the following:

a.End user  may  not  make  copies, translations, or modifications of or to the Program or any

  portion thereof, except End User may make one (1) copy of the Program for backup purposes in

  support  of End user use of the Program. End User may  make a second copy of the Program for

  use on either(i) End User home computer;or (ii) a portable computer that End user own or use

  in End user business or profession, to the extent that such computer is used by End User as

  a secondary computer only for viewing reports.End User must reproduce all copyright,trademark,

  trade secret and other proprietary  notices  on  any  such copies of the Program.All copies

  of the Program are subject to the terms and conditions of this Agreement.

  b.If End user have opted for a single-user version of the Program,the program shall used and

  accessed solely in accordance with a single user attangment user arrangement.'Single-user

  arrangement,' as  used herein, means thatthe  Program  and  any  data  stored on a local area

  network is accessed by one user.The Program may be used by End User at a single location on a

  single computer, which  end user own  or use in enduser business or profession and for which

  the Program is designed to operate.End user also have the rightto use the single user version

  of the Program on a local area network provided End User only access the Program from one

  computer at a time.

c.If End User have opted for extra users in LAN of the Program, the Program

  shall be used and accessed solely in accordance with a multiple user arran-

  gement.'Multiple-user arrangement,' as defined herein,means that the Progr-

  am and any data stored on a local area network may be accessed by  multiple

  users concurrently.If End User have extra users Pack (the right to install

  the Program on more than one computer and the right to access the same data

  concurrently from more than one computer,up to a predefined limit),End User

  may  make  copies of the Program and install it on separate computers up to

  the prede fined limit and End User may access the same data concurrently up

  to the predefined limit. End User also have the right to use the multi-user

  version  of  the  Program  on  a  local area network provided the number of

  computers  permitted  to access the Program concurrently corresponds to the

  number of user for which End uSer have purchased up to a pre-defined limit.

  This predefined limit is based on no.of users for which End user have paid.

d.End User may use any shareware program for backup of data.End uSer may need

  to register the same at end user own.

e.End  User  may  not  use  this  Program  within  a  Windows Terminal Server

  environment.

f.End User may not sell,distribute,lease,rent,sublicense,modify,change,alter,

  assign  or  transfer the Program.End User may not reverse-engineer,reverse

  translate,disassemble,or decompile the Program, or any portion thereof, or

  otherwise attempt  to  discover the source code or structural framework of

  the Program. End  User  may  not create any derivative work based upon the

  Program by altering, modifying or translating the code of the Program. End

  user  may not obscure or remove any copyright or trademark notice from the

  Program.

g.SWIL reserves all rights not expressly granted to End User in this Agreement.

3. LIMITED WARRANTY

a.SWIL warrants that the Program substantially  conforms to the specifications

  contained in the User's Guide that was included in  the  original packaging

  in end user welcome kit for a period of fifteen (15) days from enduser

  purchase,as evidenced by end user receipt (the 'Limited Warranty Period'),

  provided that the Program is used on the computer operating system for which

  it was designed.SWIL further warrants that the media on which the Program is

   furnished  will  be  free from defects in material or workmanship for the

   Limited Warranty Period.Receipt  of  revisions or upgrades to the Program

   shall not restart or otherwise  affect the warranty period for previously

   delivered copies.All warranties stated in this Agreement apply only when

   the Program is used within India and its territories. SWIL does not repre-

   sent or warrant that End User use of  the  Program  will  be uninterrupted

   or error free.

b. Provided End User notify SWIL in writing during the Limited Warranty Period of

   a substantial non-conformity between the Documentation and the Program,

   and if SWIL is able to replicate and verify that such substantial non-co-

   nformity exists, SWIL shall replace or correct the Program, at SWIL's sole

   option, so that the Program substantially conforms to the specifications

   or replace the defective media, as the case may be, or End User may return

   all copies of the Program and SWIL shall remit to End User the amount End User paid,

   up to the amount of SWIL's suggested list price for the UNISOLVE welcome.

   kit This section 3b states End User SOLE AND EXCLUSIVE REMEDY for any breach

   of warranty hereunder.

c. No employee, agent or representative of SWIL, nor any reseller (including

   the person or company who sold End User the Program) or any other third party,

   is authorized to make any warranty with respect to the Program, except

   those expressly stated in sections 3(a) and 3(b) of this Agreement,and

   End User may not rely on any such unauthorized warranty.

4.DISCLAIMER OF WARRANTIES

a.The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS

  WARRANTIES PROVIDED IN SECTIONS 3(a) AND 3(b) OF THIS AGREEMENT, SWIL DISC-

  LAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM

  AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT.SWIL DOES NOT

  WARRANT THAT THIS SOFTWARE IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS,

  OR OMISSIONS. SWIL SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANT-

  IES, INCLUDING WITHOUT LIMITATION: (I) OF MERCHANTABILITY; (II) FITNESS FOR

  A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM COURSE

  OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

b.SWIL SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE OPERATION

  OF THE PROGRAM ON OTHER THAN THE COMPUTER AND OPERATING SYSTEM IDENTIFIED

  IN THE DOCUMENTATION, ACTS OF ABUSE OR MISUSE BY END USER OR MODIFICATIONS OR

  UNAUTHORIZED REPAIRS.SWIL SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN

  CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE

  PROGRAM OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SWIL.

5.DISCLAIMER REGARDING ADD-ON PRODUCTS AND SERVICES

  Optional products and services including, but not limited to, UNISOLVE (Full

  Version) are available to End User through the Program and may require approval

  by a third party, internet access, and/or additional fees, and  may  also

  require End User to accept a separate agreement or abide by terms  and

  conditions for use. SWIL requires that if End User use the Add-On Products and

  Services, End User avail on a supported version of both the Product  and

  any Add-On Products and Services.If End User are not on a supported version, as

  set forth in the SWIL Software Obsolescence Policy located on the SWIL Web

  site at www.swindia.com/support/Obsolescence_Policy.cfm, End User must upgrade

  to the latest version.

  Pre-printed checks and forms are not included with this Program. Preprint

  ed forms may be ordered from a local supplier.

6.DISCLAIMER REGARDING LINKS TO EXTERNAL SITES

  The Program includes links to other Web sites on the Internet that are

  owned and operated by third parties not under the control of SWIL.SWIL

  provides the links for End User convenience only and does not provide a warranty

  of any type regarding the actions of such third parties or the security of

  information sent to such third parties while End User are using their Web sites.

  Under no circumstances shall SWIL, or its subsidiaries or affiliates, be

  responsible or liable in any way for the availability of services or

  products offered, or the content located on or through, any such third

  party's Web site.

7.EXPORT RESTRICTIONS

  The Parties shall abide by all foreign and Indian central, state and local

  laws, ordinances, rules and regulations applicable to the transactions cont

  emplated hereunder.End User agree to comply to the extent applicable with the In

  dian Authorities.

8.SUPPORT

  SWIL disclaims any responsibility to provide any customer support except

  as may be agreed under a separate agreement to render support services.

  Upon registration of the Program (i) End User will receive free Upgrades and

  free Customer Support for 360 days (Offsite Support); Regarding installation

  or conversion; provided in each instance the Program is registered within

  forty-five (45) days of End user payment,as evidenced by End User receipt.All other

  support requires purchase of a support option, as outlined in any special

  offers that SWIL may from time to time send End User, or on the SWIL Web site

  at www.swindia.com. SWIL does not provide technical support for trial or

  educational versions of the Program.To receive technical support from

  SWIL,End User must have a single-user or multiple-user version of the Program.

  To get techincal/online support, user has to add ticket on swildesk.com and read

  the response provided as well as knowledge base articles and try his best to help

  himself. Arranging Internet to connect online is User's responsibility.

  In case of personal visits, all arrangements, out of pocket expenses and proper

  behaviour and care of support executive is End User's responsibility.

9.TERMINATION OF SUPPORT AND OTHER SERVICES

  Software  has  a  limited useful  life for various reasons  including changes

  in technology. SWIL  reserves  the  right to terminate  Customer  Support and

  all  other  services  (including but not limited to any connectivity that the

  Add-On  Products  and Services)  applicable  to the Program in the event that

  the  Program  has  become  inoperable or incompatible with  current operating

  systems, hardware, Add-On  Products  and  Services or other techno logies. To

  obtain  up-to-date information regarding which products, releases and related

  services  are currently supported, contact a customer service representative.

  If End User are not  operating a supported release or service,it may be necessary

  an  upgrade or  replace program  or service  in  order to continue to receive

  Customer Support and / or other  updates. Any updates by End User are  considered

  part of the Program and subject to the terms and conditions of this Agreement

  except to the extent a separate agreement is provided in connection with such

  update.Any replacement products or upgrades will be governed by a separate

  agreement.

10.RESTRICTED USAGE

  Software features will continue to work only if end user are covered under support

  contract. Beta featurs will become chargeable in future, when finally released ok.

11.TAX UPDATES

   The Program includes some regulatory forms for VAT/GST which are up-to-date at the

   time of production, however, may be non-compliant at the time of purchase

   due to changes in central, state or local tax laws.To ensure that end user will

   receive tax law updates to keep the Program in regulatory compliance,end user

   may receive regular upgrades on payment for the same.

The Program does not include sales tax rates. In order for the Program to

   automatically calculate sales tax end user may manually set up the sales tax

   rates.SWIL makes no warranty, express or implied, that the Program's sales

   tax table structure supports all sales tax localities.

12.RECOMMENDED ENVIRONMENT

   This Program has been designed to work optimally in the environment

   documented within the Documentation. Any defects, inconsistencies,or

   issues arising out of operating outside the parameters set forth the

   rein may require end user to pay additional maintenance/upgrade costs to

   SWIL to support and/or rectify.

13.LIMITATION OF LIABILITY

   BECAUSE SOFTWARE  IS INHERENTLY  COMPLEX AND MAY NOT BE FREE FROM ERRORS,

   END USER ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE PROGRAM.TO THE FULLEST

   EXTENT PERMITTED BY LAW, SWIL'S LIABILITY  TO END USER FOR ANY DAMAGES OR LOSS

   ES ARISING  HEREUNDER, WHETHER  BASED IN  CONTRACT OR OTHERWISE, SHALL BE

   LIMITED  TO  AND  NOT  EXCEED  THE  GREATER  OF THE  PURCHASE AMOUNT  AND

   SUPPORT FEES PAID  BY  END USER  TO SWIL, OR  SWIL'S SUGGESTED  LIST PRICE FOR

   WELCOME KIT . TO  THE FULLEST  EXTENT  PERMITTED BY  LAW, SWIL  SHALL NOT

   BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES,

   INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS  OF ANTICIPATED PROFITS,

   REVENUE OR DATA,OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE

   SOFTWARE, EVEN IF SWIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS

   OR DAMAGE. SWIL will have no respo nsibility for the Program if any

   portion of the Program has been modified,lost, stolen or damaged by

   accident, abuse or misapplication.

14.INDIAN GOVERNMENT REGULATIONS

   Any government restrictions or regulations as applicable. The contractor

   /manufacturer is Softworld (India) Pvt. Ltd., 21, Sunder Market, S.R.S Road, Near

   SMS Hospital,Jaipur - 302004. INDIA.

15.TERM AND TERMINATION

a.This Agreement shall commence on the date END USER install the Program and

   shall continue until the earlier of:

   (i) the date it is terminated in accordance with the terms herein;

   (ii) End User acceptance of a superseding  agreement or

   (iii) the expiration of the trial period, if applicable.

b. This Agreement, and all of SWIL's obligations hereunder, automatically

   terminate

   if End User fail to comply with any provision of this Agreement. Upon the

   termination or expiration of this Agreement for any reason whatsoever:

   (i) the limited rights granted hereunder shall immediately cease; and

   (ii) End user shall immediately stop using the Program in any way and,

   within ten (10) days after the effective date of expiration or termination

   deliver to SWIL, or certify that End User have destroyed, all copies of

   the Program.

16.MISCELLANEOUS

a.As a user of the Program, End User assume the responsibility for the selection

  of the Program as being appropriate for end user purposes.End User understand and

  agree that: (i) End User are solely responsible for the content and accuracy of

  all reports and documents prepared with the Program; (ii) using the Program

  does not relieve End User of any professional obligation concerning the preparat

  ion and review of such reports and documents; (iii) End User do not rely upon

  SWIL or the Program for any advice or guidance regarding the appropriate

  tax treatment of items reflected on such reports or documents; (iv) End User

  will review any calculations made by using the Program and satisfy

  yourself that those calculations are correct;and (v) SWIL's support service

  is designed to offer technical support for issues regarding the features and

  functionality of this Program in the recommended operating environments only.

b.To the fullest extent permitted by law and consistent with valid entry into

  a binding agreement, the controlling language of this Agreement is English.

  To the fullest extent permitted by law, all correspondence and communication

  between End User and SWIL under this Agreement must be in English language.

  The exclusive judicial forum for any action that End User bring to enforce this

  Agreement shall be an appropriate court located at Jaipur. The exclusive

  forum for any action that SWIL brings to enforce this Agreement shall be

  an appropriate court in the state in which End User have End User principal

  place of business. In either case, this Agreement shall be governed by the

  internal laws of the forum state without regard to the conflict of laws

  provisions thereof.

c. This Agreement allocates risk between End User and SWIL as authorized by

   applicable law, and pricing of SWIL's products reflects this allocation of

   risk and the limitation of liability contained in this Agreement. In the

   event that any provision of this Agreement is found invalid or unenforcea

   ble pursuant to judicial decree, the remainder of this Agreement shall be

   valid and enforceable according to its terms.

d. SWIL and UNISOLVE and CROSS and RETAILGRAPH are registered trademarks of Softworld (India) Pvt. Ltd.

   Other product names mentioned may be service marks, trademarks, or registe

   red trademarks of their respective companies and are hereby acknowledged.

e.No failure or delay of either party to exercise any rights or remedies

  under this Agreement shall operate as a waiver thereof,nor shall any single

  or partial exercise of the same or other rights or remedies preclude any

  further or other exercise of the same or other rights or remedies, nor

  shall any waiver of any rights or remedies with respect to any circums-

  tances be constructed as a waiver thereof with respect to any other cir-

  cumstances.

f. This Agreement constitutes the entire agreement between End User and SWIL with respect

   to the subject matter hereof, and supersedes all proposals, oral or written, and all

   other communications between the parties with respect to such subject matter & all earlier

   agreements.This Agreement shall not be modified, except by written agreement signed

   by the parties hereto.

i. SWIL shall not be liable for and shall be excused from any failure to deliver or perform

   or for delay in delivery or performance due to causes beyond its reasonable control,

   including but not limited to, work stoppages,shortages, civil disturbances, terrorist

   actions, transportation problems,interruptions or power or communications, failure or

   suppliers or subcontractors, natural disasters or other acts of God.

j. Software provides options to share data such as sales or stock reports with market research

   companies,documents such as invoice or credit/debit note with your suppliers or customers

   and other similar options. You may choose as per your choice and completely at your own

   responsibility to use these options and get benefit by sharing information over the network.

   Please note that use of internet carries risk of virus or data hacking, you are fully

   responsible to use appropriate antivirus program and/or suitable firewall on your computers.

   SWIL is not responsible for any data loss or data sharing options selected by you in the

   software.

k. All notices given hereunder shall be in writing and sent by overnight courier or

   delivered in person:

   (i) if to SWIL, to Softworld (India) Pvt. Ltd., 21, Sunder Market, S.R.S. Road,Near SMS Hospital

   ,Jaipur-302004. India.; and

   (ii)if to End User,to the address End User indicated upon your registration of the Program.

l. End User authorize SWIL to send End User information, including but not limited to marketing

   and  promotional  material, via  facsimile, email,telephone, and other reasonable means.