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Date: 2 August 2011

TRIVIA VENTURES G-ZonePlot #1, 2 nd Floor,

18 th Cross,Srirampura Main Road,Amruthahalli,Bangalore 560 092

Kind attn: Ms. Apoorva and Ms. Usha G.A

Sir / Madam,

Sub:MOU

As per the discussions we had with you we are pleased to sign a Memorandum

Of Understanding with you for imparting the programs from Genius Kidz

Learning Pvt Ltd

We are attaching the following:

1. A signed MOU between TRIVIA VENTURES G-Zone, Whiz Kidz G-Zone

and Genius Kidz Learning Pvt Ltd

2. Annexure 1

Welcome to G-Kidz family. We wish you all the best in your venture. We assure

you of our best services.

For Genius Kidz Learning Pvt Ltd

Authorised Signatory

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Memorandum Of Understanding

This Memorandum Of Understanding is entered into between Genius KidzLearning Pvt Ltd, located at No. 17, 2 nd Floor, Sena Pillai Mansion, 11 th Main, 5 th

Block, Jayanagar, Bangalore 560 041 (henceforth refereed to as TheCompany), WHIZ KIDZ G-Zone (represented by Mr. Vinay Hegde), locatedat No. 774, 9 th Main, 3 rd Block, 3 rd Stage, Basaveshwaranagar, Bangalore 560079 (henceforth referred to as manageMENTOR) and TRIVIA VENTURES G-Zone (represented by Mrs.Apoorva and Mrs.Usha.G.A), located at Plot #1, 2 nd

Floor, 18 th Cross, Srirampura Main Road, Amruthahalli, Bangalore 560 092(henceforth referred to as SUB FRANCHISEE).Note: Genius Kidz Learning Pvt Ltd., is an educational enterprise and is the soleowner of the following programs developed in-house.

o skoolKAT (Kidz Abacus Training in schools) for children between 6 and 12yrs

o topKAT (Kidz Abacus Training in learning centers) for children between 6and 12 yrs

o playKAT (Kidz Abacus Training in schools and learning centers) for childrenbetween 4 and 6 yrs

o teenKAT Abacus Training for High School, Pre-University and DegreeStudents

o familiKAT Abacus Training for pregnant women All the above mentioned programs are protected under The Indian

Trademarks and Copyrights Act GKLPL has appointed WHIZ KIDZ G-Zone as The ManageMENTOR forselected geographical area in Bangalore GKLPL has also authorized The ManageMENTOR to appoint franchisees in

the selected geographical area for implementing the programs developed bythe company.

Terms used in this document:Genius Kidz / GKLPL Genius Kidz Learning Private LimitedKAT Kidz Abacus TrainingG-Zone Learning center where children are trained in various KAT programstopKAT - Kidz Abacus Training offered in G-ZonesskoolKAT - Kidz Abacus Training offered in schools

playKAT Kidz Abacus Training for children in the age group 5 to 6 yearsteenKAT Abacus Training for High School, Pre-University and Degree StudentsfamiliKAT Abacus Training for pregnant women

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developMENTORs Trained instructors who train children in various KAT programsenrichMENTOR a master trainer who trains the developMENTORs for imparting variousKAT programs and other products from Genius Kidz.manageMENTOR A p erson who coordinates and manages the implementation of variousKAT programs. He is the authorized person to implement skoolKAT and other products

from Genius Kidz.All the parties agree to the following:

1. The manageMENTOR has offered the programs mentioned below to SUBFRANCHISEE for imparting to children.a. topKATb. skoolKATc. playKATd. teenKATe. familiKATf. And other programs which are developed and released to the market by TheCompany unless specifically excluded from this MOU.2. SUB FRANCHISEE will impart training of the above programs to children as

per the quality standards, processes and the methodology prescribed by TheCompany.3. SUB FRANCHISEE will follow the registration process, fee collection processand remittance process as per the guidelines of The manageMENTORSUB FRANCHISEE will operate in the locality of Amruthahalli, Bangalore only.However, if SUB FRANCHISEE wishes to expand its operations outsideAmruthahalli, it will do so only with prior written consent from ThemanageMENTOR and The Company. All the materials required for the launch of and for managing G-Kidz programmes, will be procured by SUB FRANCHISEEfrom The manageMENTOR at the prescribed rates.4. SUB FRANCHISEE will not sub-let or offer sub-center license to any individualor company anywhere.5. The developMENTORs (DM) will be the resource personnel of SUBFRANCHISEE. They will be trained by the enrichMENTORs of The Company indifferent levels periodically. The training materials will be provided by ThemanageMENTOR to every DM. SUB FRANCHISEE will pay the training fees asper annexure 1 to The Company for the training of developMENTORs.6. SUB FRANCHISEE will place his requirements of dM training with The

manageMENTOR who will in turn coordinate with The Company for organisingthe same.

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7. SUB FRANCHISEE will organize the basic requirements for implementingKAT (benches / desks for comfortable seating of students, display abacus,student kits and practice books)8. SUB FRANCHISEE shall not assign untrained developMENTORs for trainingchildren. Every developMENTOR should be trained by only the authorizedenrichMENTOR from The Company.9. SUB FRANCHISEE will procure all the materials required for training of children only from The manageMENTOR10. To protect the business interests of SUB FRANCHISEE, The Company and

The manageMENTOR will not offer license or sub-license to any other individualor organization in the locality of Amruthahalli, for implementing the programsdeveloped by The Company. This clause is subject to SUB FRANCHISEE meetingthe business targets agreed upon between SUB FRANCHISEE, ThemanageMENTOR and The Company11. SUB FRANCHISEE will not offer similar programs and courses offered byother competing organizations.

12. Course materialso The learning materials for each level should be procured from The

manageMENTOR at the beginning of the level.o The cost towards student kit and books for various programmes ismentioned in annexure 1.

o The programs developed by The Company are copy righted and hence thelearning materials should not be either reproduced in full or part or re printed orphotocopied or recycled in any manner.

13. Material indent and paymento The manageMENTOR will supply to SUB FRANCHISEE any materials or kitsonly on receipt of a regular indent. The payment towards the indentedmaterials will be made by SUB FRANCHISEE as per annexure 1.o SUB FRANCHISEE will keep minimum stock of student kits and practicebooks as per annexure 1o Invoice for materials will be raised on The manageMENTOR by TheCompany as per the rates mentioned in annexure 1. Materials will be deliveredto the SUB FRANCHISEE directly under deliver challan. Payments towards thematerials will be made by the SUB FRANCHISEE to the companys CC account04091250000495 in Syndicate Bank.14. Marketing materials and distribution

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o SUB FRANCHISEE will be at liberty to decide the best methods forpromotional activities.o All materials required for marketing activities (like banners, sign boards,posters, handouts, brochures, mailers, etc) will be organized by SUBFRANCHISEE at his expense. The design for such materials should be validatedby The ManageMENTOR.15. The programs developed by The Company are copy righted and hence thelearning materials should not be either reproduced in full or part or re printedor photocopied or recycled in any manner.16. Training developMENTORs and Marketing executiveso The developMENTORs will be identified by SUB FRANCHISEE and trainedby enrichMENTOR from The Company.o The developMENTORs will be trained in one level at a time.o The training fee for a developMENTOR will be as mentioned in theAnnexure 1. This fee will be borne by either the developMENTOR or SUBFRANCHISEE.o SUB FRANCHISEE will request for the developMENTORs training for nextlevels when it becomes due. Subsequently The manageMENTOR coordinateswith The Company for scheduling the training. The duration and schedule of training will be intimated to SUB FRANCHISEE by The manageMENTOR.o SUB FRANCHISEE will pay the training fees to The Company for the

training of developMENTORs. The training fee will be intimated to SUBFRANCHISEE before the training begins.o The training in a particular level will be provided only after thedevelopMENTOR imparts a minimum of 10 classes of training to students in theprevious level.o Each developMENTOR will be given learning materials anddevelopMENTOR manual if any, by The Company.17. SUB FRANCHISEE shall pay from time to time necessary taxes and dues to

the Government as per law.18. Investments / Expenditureso The manageMENTOR will not charge any license fee to SUB FRANCHISEEfor implementing KAT.o There will be no royalty payable by SUB FRANCHISEE to ThemanageMENTOR.o All investments towards classrooms, furniture, display abacus, DMstraining, student kits, etc., will be borne by SUB FRANCHISEE.o All expense towards marketing materials, travel expenses incurredtowards presentations, demos, trainings, etc., requested by SUB FRANCHISEEwill be borne by SUB FRANCHISEE.

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Others19. SUB FRANCHISEE will furnish information / statistics / data pertaining to its

operations whenever requisitioned by The manageMENTOR or The Company.20. All representatives of SUB FRANCHISEE will be trained by The manageMENTOR on

business aspects. SUB FRANCHISEE will not authorise any person to represent ThemanageMENTOR or The Company or its products without business training.

21. The Company or The manageMENTOR will conduct quality vigilance checks on theconduct of the classes, operations of SUB FRANCHISEE, adherence to processesand standards, etc. This includes interviews of SUB FRANCHISEE, developMENTORs,etc. The visits could be with or without prior intimation. SUB FRANCHISEE willagree, cooperate, coordinate and will make all necessary arrangements for suchquality vigilance visits by The Company or The manageMENTOR.

22. SUB FRANCHISEE will involve The manageMENTOR for all major sales accounts(enrolment of more than 200 students from one account). The manageMENTOR willalso be the signatory to the proposals / agreements / MOUs with the customer.

23. The Company will not supply materials or provide developMENTORs training to TheSUB FRANCHISEE directly without the knowledge of the manageMENTOR.

24. Validity : This MOU is valid up to 31 st March 2013. The Company, ThemanageMENTOR and SUB FRANCHISEE may renew this agreement with consentfrom all the parties.

25. Jurisdiction: This MOU is subject to Bangalore jurisdiction only.

For Genius Kidz Learning Pvt Ltd For WHIZ KIDZ G-Zone For TRIVIAVENTURES G-Zone

Authorised Signatory manageMENTORSUB FRANCHISEEDate: 2 August 2011

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Annexure 1Student kit, learning materials, display abacus and developMENTORs

training

Minimum stock of topKAT kits 40 NosMinimum stock of playKAT kits 20 Nos

topKAT 8-level, 2 hrs-per-week programme in learning centers, for children of 6-

12 yrs of age

The following materials will be provided in a student registration kit.1. Student Bag One no2. Student cap One no3. T-Shirt One no.4. 15 rod student Abacus One no.5. Pencil One no.

Cost of student kit : Rs. 600/- per kit including taxes. This is a one-time purchaseonly (at the beginning of the first level).Cost of books for each level : Rs. 390/- per level. Three practice books and onequicKAT (Speed writing practice book) will be supplied per level (i.e., for threemonths).

Cost of 13 rod display abacus (used by DMs in class rooms): Rs. 2100/- per unitplus taxes.

playKAT 3-level, 1 hr, 15 min-per-week programme in learning centers, for children of 4 - 6 yrs of age

The following materials will be provided in a student registration kit.1. Pouch One no2. 15 rod student Abacus One no.

3. Pencil One no.

Cost of student kit : Rs. 600/- per kit including taxes. This is a one-time purchaseonly (at the beginning of the first level).Cost of books for each level : Rs. 200/- per level. One practice book will be suppliedper level.Cost of 13 rod display abacus (used by DMs in class rooms): Rs. 2100/- per unitplus taxes

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