Dated: 27-1-2009 To: Avenues HR Consulting Concord Apartments Flat no.

804, 7/190 A, Swaroop Nagar, Kanpur -208002 Dear Sirs, Agreement with recruitment Consultant for Management Staff This Agreement is between MAX NEW YORK LIFE INSURANCE COMPANY LIMITED (Company) and Avenues HR Consulting ( Consultant). The Company and the Consultant have agreed upon terms and conditions for the engagement, as follows: 1. (a). During the term of this Agreement, as and when requested by the Company, the Consultant shall assist the Company in short-listing for consideration by the Company, professionally qualified individuals for possible employment opportunities with the Company. (b). The Consultant will, within the parameters specified by the Company, identify potential candidates. 2. For each recruitment successfully completed from among short-listed candidates, the Company will pay to the Consultant, a fee as follows: Commercial Per Joinee. (Rs.) 10,000

TEC (Rs.) 1 to 2,00,000

2,00,001 to 3,00,000 15,000 3,00,001 to 4,00,000 20,000 4,00,001 to 5,00,000 25,000 5,00,001 to 5,50,000 30,000 5.50,001 to 6,00,000 35,000 6,00,001 onwards 8.33% of TEC

Variable pay, if any, will not be included for the purposes of the above computation. 3. Payment of the consultancy Fee will be made by the Company forty-five working days from the date of receipt of the invoice provided the following are in place : a) Invoice to be raised only after the candidate has joined Max New York Life b) A valid and correct agreement contract exists between the Consultant and the Company. 4. In the event that a candidate ceases to be an employee of the Company within three months from his/her date of joining for any reason, the Consultant will refund the consultancy fee paid for such a candidate. The Consultant has to raise an invoice within 9 months of a candidates joining Max New York Life. On failure to do so, the Company would not be liable to pay any consultation fee for such delayed invoices. The Consultant waives its right to claim against such delayed invoices. The Consultant shall not be entitled to make any representations of any nature to anyone to the effect that, or lead anyone to believe that, employment of any nature with the Company is assured.

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The Consultant shall keep and treat as strictly confidential at all times, all information relating to and/or in respect of the Company obtained by, or made available to, the Consultant in the course of dealing with the Company. The Consultant shall not during the validity of the agreement, at any time, attempt to hire away or recruit, any of the employees of the Company and/or candidates on hold for any other entity of any description whatsoever, or approach the employees of the Company to terminate their employment with the Company.

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9. The Company agrees to keep the database of any candidate for a period of 6 months only. In case a
candidate is kept on hold, the candidature would come to an end automatically after 6 months. In case the candidature becomes live again by another consultancy, the Consultant shall not be entitled to receive any consultancy Fee or any other compensation with respect to such candidate irrespective of the fact that the name of such candidate was first referred by the Consultant. 10. The Consultant agrees to and shall keep the Company indemnified and harmless at all times against any claims, losses, expenses and outgoings of any nature whatsoever, including legal fees and costs, suffered or incurred by the Company on account of breach or violation by the Consultant of any of the terms and conditions of this Agreement and any other acts of omission or commission on the part of the Consultant. 11. This Agreement is on a non-exclusive basis and therefore Company will engage other Consultants for similar services and similarity, the Consultant may provide consultancy services to other clients for similar services.

12. This agreement will come into effect from 1st feb 2009 and shall continue till 31st Jan 2010
unless terminated by either of the Parties by giving one months written notice to the other Party. 13. On termination of the Agreement for any reasons, the Consultant shall immediately cease to refer candidates to the Company and stop representing itself as being authorized to approach the candidates for possible employment with the Company. The Consultant shall however, assist the Company in closing those positions which are pending closures. Company will pay the consultancy fee, which had become due and payable before termination of the agreement after completion of 3 months of the candidates joining the Company. Further, the Consultant will be obliged to, without demand being made by the Company for the same, hand over all material and documents of the Company and information relating to the Company, to the Company without retaining any copies in any form. The confidentiality and indemnity provisions of this agreement shall survive the termination/end of this agreement. 14. All notices and other written communication between the parties shall, unless hereafter informed otherwise in writing to each other, be sent to the parties at the following respective addresses and facsimile transmission numbers: Company: Consultant: Avenues HR Consulting Concord Apartments Flat no.804, 7/190 A, Swaroop Nagar, Kanpur -208002 Max New York Life Insurance Company Ltd, 11th floor, DLF Square Building Jacaranda Marg, DLF City, Phase 2,Gurgaon.Fax:0124-2561750

14. It is agreed that the competent courts at Delhi shall have the exclusive jurisdiction to try any action or proceedings arising out of or in connection with this agreement, between the Company and the consultant SIGNED AND DELIVERED BY Max New York Life Insurance Company Limited by the hands of its Constituted Attorney Mr./Ms. Anurag Bhartiya

SIGNED AND DELIVERED BY THE above named Avenues HR Consulting by the hands of its constituted Attorney/Authorized Signatory/ies Amber Saksena (If a partnership firm all partners to sign)