This letter will be written on our letter-head and faxed or
couriered to a client on finalisation of negotiations

Date:

To

Dear _____

We are pleased that you have selected Sabu Francis & Associates to
develop your project. The following information will clarify our discussion of
________ :

We agree to furnish you with the following services for your project whose
scope of works are as per the note separately attached.

The project will be generated directly from materials that you will prepare,
and  furnish to us. We understand that this information will be in complete
readiness for the rendering of our service. If it becomes necessary to research
or enhance any of the materials provided, we will request your authorization
before proceeding.

We would give you software utilities and the documentation for procedures for
you to conference with us via the Internet. It would be your responsibility to
ensure that you have the requisite Internet connection to facilitate such
conferences. Unless we specifically agree, we should plan on meeting either
physically or via conferences on the Internet every __________________ to review
and approve work thus completed. This meeting will be done physically only in
and around Navi Mumbai, India.

Our office uses a concept called SFA Service Points (SSP) to charge for our
service. One SSP is the quantum of money that is charged for the use of one of
our employee for one hour of work. Currently one SSP is priced at Indian Rupees

690.

We estimate that the project will take around _______ hours (plus/minus
_______ hours) and the project would take a total amount of _______ SSP (SFA
Service Points). The amount of hours of work that individual employees in our
office are estimated to work on your project, expressed as SSP (SFA Service
Points) is given in an another attached note. We agree to inform you as soon as
possible if we believe these parameters cannot be adhered to.

We will inform you of any material that we believe requires the review and/or
approval of a third party such as consultant, attorney, or programmer, although
we make no claims to expertise in such areas.

At any point that you or us wish to cancel this agreement, both verbal and
written notice will be given. Our refund policy will come into play at that
point in time.

While you will get the full legal rights to use the completed project at no
extra cost after the project has been completed, it is understood that the
copyright for the project belongs to us and we may, in the future, use the said
project in our portfolio as an example of our capabilities, and that we may use
your company's name on our client list.

It is understood that you will pay the amount specified for the service being
rendered as per the pricing indicated in our online store for the said service;
unless you had negotiated a separate price for the same service.

Your reply with a signed copy of this agreement with us, along with the
initial payment shall act as our notice to commence with the project. An invoice
for the initial payment is also enclosed.

We look forward to being of service to you and your company.

Sincerely

For Sabu Francis & Associates

Annexures:
a) Document describing the project and scope of our work
b)
Document describing the estimation of the SSPs and the time period required for
servicing the project
c) Invoice