EMPLOYMENT AGREEMENT

This agreement lays down the terms of employment, agreed upon by the employer and employee.
Whether stated explicitly in the agreement or not, both the employee and the employer have the
duty of mutual confidence and trust, and to make only lawful and reasonable demands on each
other.
__________________________________________________________

THIS AGREEMENT made effective as of the ____ day of _________, 20___.

BETWEEN:

{N. C. BAHNDARI & CO.]

A PARTNERSHIP CA FIRM
and having its registered office at 5-B, Bhandari Estate, Rani-Ka-Bagh, Amritsar - 143001.
(hereinafter the "Employer")

OF THE ONE PART

-AND-

[NAME OF EMPLOYEE]
an Indian citizen residing at___________________________
(hereinafter the "Employee")

OF THE OTHER PART

WHEREAS, the Employer is desirous of employing the Employee and the Employee
wishes to accept employment with the Employer, on the terms and subject to the
conditions set forth in this Agreement.

NOW THEREFORE,it is agreed by and between the parties hereto as follows:

1. NON DISCLOSURE

Employee agrees that, except as directed by Firm, and in the ordinary course of
Firm's business, Employee will not at any time, whether during or after Employee's
employment with Firm, disclose to any person or use, directly or indirectly, for
Employee's own benefit or the benefit of others, any Proprietary Information, or permit
any person to examine or make copies of any documents which may contain or is
derived from Proprietary Information, whether prepared by Employee or otherwise
coming into Employee's possession or control. Employee agrees that the provisions of
this paragraph shall survive the termination of this Agreement and Employee's
employment by Firm.

2. CONFIDENTIALITY
Employee recognizes and acknowledges that the software systems, including
specifications, programs and documentation, the methods, and data which Company
owns, plans or develops, whether for its own use or for use by its clients, developments,
designs etc are confidential and are the property of Firm. The employee also recognizes
that Firm's customer lists, supplier lists, proposals, and procedures are confidential and
are the property of Firm. Further it is duly recognized and acknowledged by the
Employee that in order to enable the Firm to perform services for its clients, such
clients may provide to the Firm confidential information concerning their business
affairs, property, methods of operation or other data; that the goodwill afforded to
Firm depends upon, among other things, Firm and its employees keeping such
services and information confidential. All of these materials and information including
that relating to Firm's systems and Firm's clients will be referred to below as
"Proprietary Information."