This Agreement for Just-in-time Employment is made this ________ day of
_________, 20__, by and between Sabu Francis & Associates ("Employer") and
_______________("Employee").

Definitions:
a. The term "Just-In-Time Employment" (J-employment) would be
used in this contract to indicate a system whereby the said Employee remains
available for work by the Employer but need not be actually at work with the
Employer.

b. The act of the entering the Employee's name into the J-empolyment system
roster at the Employer's office indicates the commencement of the
J-employment.

c. This agreement will be using the male gender while refering to the
Employee. This is only for convenience. The Employer is committed to equal
opportunities for everyone.

For good and valuable consideration, receipt of which is hereby acknowledged
the Employer shall employ as any Employee using the J-employment system subject
to the following terms and conditions.

1. The Employee shall commence J-employment on ___________, 20__ and shall
terminate on _________, 20__, unless terminated prior to such time for
cause.

2. The Employee shall perform the following duties and responsibilities as
when called for:

The Employee shall perform such further and other duties as are required by
the Employer.

3. The Employee shall work on those hours as are required by the Employer for
the Employee to competently perform the duties of his position. The Employee
shall use his best efforts on behalf of the Employer.

4. The Employee shall comply with all stated standards of performance,
policies, rules, regulations and manuals, receipt of which by the Employee is
hereby acknowledged. The Employee shall also comply with such future Employer
policies, rules, regulations, performance standards and manuals as may be
published or amended from time to time.

5. The Employer shall pay to the Employee as compensation for services, and
the Employee agrees to accept a remuneration payable bi-weekly for those hours
where the Employee had actually put in work for the Employer.

6. The hourly rate for calculating the remuneration amount has been mutually
agreed upon by the Employee to be Indian Rupees __________ per hour.

7. The Employee agrees that no payment need be made by the Employer for those
hours where no work was carried out by the Employee for the Employee.

8. The Employer agrees to make payment to the Employee for all those hours
where work was carried out by the Employee on advice of the Employer.

9. The Employee agrees to submit time sheets with complete explanation on how
the time was spent on behalf of the Employer. The Employee further agrees that
the time calculation for the remuneration to be made to him will be based on the
final time calculation that would be mutually acceptable to both the Employer
and the Employee.

8. The Employee is entitled to the following "fringe benefits":

9. This contract of J-employment may terminate upon the occurrence of any
of the following events: (a) the death of the Employee; (b) the failure of the
Employee to perform his duties satisfactorily after notice or warning thereof;
(c) for just cause based upon non-performance of duties by Employee; (d)
economic reasons of the Employer which may arise during the term of this
Agreement and which may be beyond the control of the Employer.

10. The Employee shall not, at any times during the period hereof, and for
____ years from the date of termination of this Agreement, directly or
indirectly, within a geographic area of _____ Kilometers, engage in, or become
involved in, any competitive or similar business as that of the within
Employer.

11. All Intellectual Property developed by the Employee during the period
when the Employee was working for the Employer, shall belong to the Employer
unless a separate written agreement between the Employer and the Employee, for
the same said Intellectual Property overrules this clause.

12. The Employee shall not disclose any Intellectual Property of the Employer
to anyone  without prior permission from the Employer.

13. Any dispute under this contract shall be required to be resolved by
binding arbitration of the parties hereto. Each party shall select one
arbitrator and both arbitrators shall select a third. The arbitration shall be
governed by the Arbitration rules set by the Government of India, then in force
and effect.

14. This Agreement may not be assigned without prior notice by either party,
and subject to the mutual consent and approval of any such assignment.

15. This Agreement constitutes the complete understanding between the
parties, unless amended by a subsequent written instrument signed by the
employer and employee.