Exhibit 10.13


 


END-USER
SOFTWARE LICENSE AGREEMENT


 


This
End-User Software License Agreement (the “Agreement”) is made in New Delhi on this 2nd day of June,
2008.


 


BETWEEN


 


Duo
Software (Pte) Ltd. (the “Licensor”), a corporation organized and existing under the laws of the Singapore with
its head office located at:


 


#41-02B,
Suntec City,


Tower
Two,


9. Tamasek
Boulevard,


Singapore
038989


 


AND


 


DEN
Digital Entertainment Networks Ltd. (the “Licensee”), a corporation organized and existing under the laws of India,
with its registered office located at:


 


236,
Okhla Industrial Estate,


Phase
III,


New
Delhi 110020.


India.


 


The expression of the terms “Licensor”
and “Licensee” may hereinafter individually and collectively be referred to as “party” and “parties”,
respectively.


 


RECITALS


 


WHEREAS, the Licensor has developed
certain software, and related documentation, and the Licensor desires to grant the licensee the license to use such software and
related documentation.


 


 


 






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WHEREAS,
the Licensee wishes to use the software and the related documentation under the conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein. Licensee and Licensor hereby agree as follows:


 


	1.	DEFINITIONS


 


The
following definitions shall apply to this Agreement:


 


“Affiliate”
means an affiliate of either party (as specifically identified in the body of the Agreement) which controls such party, is
controlled by such party, or is in common control with such party.


 


“CAS”
is the short form for Conditional Access System which means a system by which electronic transmission of digital media,
especially satellite television or cable signals, is encrypted with conditional base access policy to specific Subscribed Clients.


 


“Commentary”
means all relevant explanations and documentation of the Source Code.


 


“Documentation”
means all operator and user manuals, training materials, guides, listings, specifications, and other materials for use
in conjunction with the Software.


 


“Hardware”
means combination of computer equipment, electronics, and the applicable operating system.


 


“Install”
means placing/storing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.


 


“License”
means a perpetual, non-exclusive, multiple server and user license granted by the Licensor to the Licensee to enable the
Licensee, or any of the Affiliates of the Licensee, to Install and Use the Software, in any number of Server, for billing of Subscribers
of the Licensee for the services rendered by the Licensee, and for using the Documentation.


 


“Server”
means a computer with programs that provides services to other computer programs (and their users) in the same or other
computers.


 


“Software”
means the computer programs, database structure, as listed in Schedule A attached to this Agreement
and consists of the modules or components set forth in Schedule A attached to this Agreement.


 


“Source
Code” included in the Software refers to the “before” versions
of a computer program that is compiled before it is ready to run in a computer. The source code consists of the programming statements
that are created by a programmer with a text editor or a visual programming tool and then saved in a file.


 


“Subscriber”
means a customer of the Licensee, and or its affiliate subscribing for each service provided by the Licensee. For the purpose
of clarity a subscriber is a single subscriber service account on the Software System. A Subscriber/customer may have one or more
subscriber accounts.


 


“Subscribed
Clients” means users or customers of the Licensee who subscribe for services
rendered by the Licensee and mostly for a commercial consideration in return.


 


“Territory”
means India.


 


“UATC”
means the user acceptance test certificate (in the format to be provided by the Licensor) that the Licensee shall issue
post (i) installation of the Software by the Licensor, (ii) the Licensor successfully conducting all of its own testing procedures
on the Software, and (iii) the Licensor conducting the acceptance testing procedure, as specified in Schedule B
on the Software using a sample of the data supplied by the Licensee and converted and entered in the Software and successfully
completing every element of the user acceptance test procedure.


 


“Use”
means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for
archival or emergency restart purposes.


 




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	2.	SOFTWARE
    LICENSE AND DOCUMENTATION RIGHTS


 


The
Licensor hereby grants the License to the Licensee, subject to the terms and conditions hereinafter set forth. Licensor shall
deliver to Licensee two complete copies of the Documentation. Licensee shall have the right, as part of the License granted herein,
to make as many additional copies of the Documentation for its own use as it may determine by obtaining written consent from the
Licensor.


 


	3.	LICENSE
    FEE


 


As
consideration for the grant of the License by the Licensor to the Licensee, the Licensee shall pay to the Licensor such sum of
money, as one time implementation fee (“Implementation Fee”),
and such annual license fee (“License Fee”)
as is specified in Payment Schedule set forth in Schedule C attached to this Agreement.


 


	4.	LICENSEE’S
    RIGHTS AND OBLIGATIONS


 


	 	(a)	The
    Licensee may act in accordance with either of the following options:
	 	 	 	 
	 	 	(i)	Apart
    from retaining the original electronic media containing the Software, the Licensee shall be permitted to make additional copies
    (not exceeding three copies) of the Software solely for backup, archival, or operational purposes; or
	 	 	 	 
	 	 	(ii)	Transfer
    the Software to a single hard disk, provided the Licensee keeps the original electronic media containing the Software solely
    for backup, archival or operational purposes.
	 	 	 	 
	 	(b)	The
    Software is protected by Singapore copyright laws and international treaties. Licensee must take reasonable effort to protect
    the Software from theft or piracy originating from the Licensee. Licensee may not:
	 	 	 	 
	 	 	(i)	Copy
    the Software except to make archival or backup copies as provided above.
	 	 	 	 
	 	 	(ii)	Modify
    the Software unless the Licensee has obtained a written consent from the Licensor in such regard, which consent shall not
    be unreasonably be withheld by the Licensor.
	 	 	 	 
	 	 	(iii)	Reverse
    engineer, disassemble, decompile or make any attempt to discover the source code of the Software, database design and database
    structures, or make any modifications or enhancements without Licensor’s express written consent, which shall not be
    unreasonably withheld.
	 	 	 	 
	 	 	(iv)	Place
                                         the Software onto a server so that it is accessible via a public network such as the
                                         internet.




	 	 	 	 
	 	 	(v)	Sublicense,
    rent, lease or lend any portion of the Software.


 


	5.	LIMITED
    WARRANTY


 


	 	(a)	The
    Licensor warrants that during the Term (as defined in Clause 8(a) below) of this Agreement, and such extended Term as per
    Clause 8(a) of the Agreement, and after delivery of the Software to the Licensee, the physical media on which the Software
    is distributed and the Software will be free from defects in materials and workmanship when used in accordance with the Documentation
    and/or the proposals and specifications identified in Schedule A attached to this Agreement.
	 	 	 
	 	(b)	No
    employee, agent, or distributor of the Licensor is authorized to modify this warranty, nor the authority to make any additional
    warranties.


 




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	6.	LIMITED
    REMEDY


 


	 	(a)	In
    the event of breach of 5 (a) Licensor’s entire liability and Licensee’s exclusive remedy shall be the replacement
    of defected Software within 2 (two) days either by sending a new copy of the Software via digital communication, such as through
    the internet, or by any CD-ROM(s) or other media.
	 	 	 
	 	(b)	THE
    LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT FOR DAMAGES (OTHER THAN THE LICENSEE’S EXCLUSIVE REMEDY STATED
    IN CLAUSE 6(a) ABOVE) SHALL NOT EXCEED THE SUM OF IMPLIMENATION FEE AND THE PORTION OF THE LICENCE FEE REQUIRED TO BE PAID
    BY THE LICENSEE TO THE LICENSOR FOR THE CALENDAR YEAR IN WHICH THE AGREEMENT GETS TERMINATED.


 


	7.	REPRESENTATIONS
    AND WARRANTIES


 


Licensor
hereby represents and warrants to the Licensee that:


 


	 	(a)	Licensor
    is the owner of all right, title and interest, including copyright in the Software and the Documentation for which License
    is granted to the Licensee by the Licensor and the Licensor has the authority to enter into this Agreement.
	 	 	 
	 	(b)	Licensor
    has not granted any such rights or licenses in the Software to the Licensee under this Agreement that would conflict with
    the Licensor’s obligations under any other Agreement.
	 	 	 
	 	(c)	Licensor
    will not enter into any agreement with any third party which would affect the Licensee’s rights under this Agreement,
    or bind the Licensee to any third party, without the Licensee’s prior written consent.
	 	 	 
	 	(d)	Licensee’s
    Use of the Software as authorized by this Agreement will not infringe any existing copyright, trade secret, patent or trademark
    rights of any third party.


 


	8.	TERM
    AND TERMINATION


 


	 	(a)	This
    Agreement becomes effective from June 2, 2008 (“Effective Date”)
    and shall remain in force until expiry of 4 years from the date of date of issuance of UATC (“Term”),
    unless terminated earlier by the parties in accordance with the provisions contained in Clause 8 of this Agreement. The
    parties may extended the Term of the Agreement and mutually determine the annual License Fee for such extended Term. Upon
    such extension of the Term of the Agreement, all other provision of the Agreement remaining the same, the parties shall amend
    Schedule C of this Agreement to reflect the understanding reached upon the parties regarding the annual License Fee for such
    extended Term.
	 	 	 	 
	 	(b)	During
    the Term or such extended Term (if applicable):
	 	 	 	 
	 	 	(i)	The
    Licensee shall have the right to terminate this Agreement with 3 (three) months’ prior written notice if the Licensor
    fails to perform any obligation under this Agreement, and when such failure is not rectified by the Licensor within such 3
    (three) months’ notice period. However, pursuant to such termination of the Agreement, the Licensee shall be allowed
    to use the Software, free of cost for 3 (three) month period from the date of termination. Within such 3 months’ period,
    the Licensee shall identify a third party vendor, and the Licensor shall transfer the Licensee’s data to an accessible
    open database format provided by the Licensor for which the Licensee shall have access to for the purpose of migration to
    any other third party system or for future historical transaction references. All costs relating to such migration/transfer
    of Licensee’s data shall be borne by the Licensor.
	 	 	 	 
	 	 	(ii)	The
    Licensor shall have the right to immediately terminate this Agreement if the Licensee becomes bankrupt or insolvent.
	 	 	 	 
	 	 	(iii)	The
    Licensee may terminate this Agreement at any time by giving 3 (three) months’ notice to the Licensor without assigning
    any reasons. The Licensor on the request of the Licensee shall transfer the Licensee’s data to an accessible open database
    format provided by the Licensor for which the Licensee shall have access to for the purpose of migration to any other third
    party system or for future historical transaction references. All costs relating to such transfer of Licensee’s data
    shall be borne by the Licensor.
	 	 	 	 
	 	 	(iv)
    	The
    Licensee may terminate this Agreement in accordance with the provision contained in Clause 15 (a) of this Agreement.


 




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	9.	EFFECTS
    OF TERMINATION


 


	 	(a)	Upon
                                         termination of this Agreement, except upon termination as per Clause 8(b) (iv) of the
                                         Agreement, the Licensee shall return to the Licensor or destroy the original and all
                                         copies of the Software and Documentation provided by the Licensor including partial copies
                                         and modifications, except for retaining not more that 3 (three) copies of the Software
                                         (in terms of Clause 4(a) above) and the Documentation. Licensor shall have reasonable
                                         opportunity to conduct an inspection of the Licensee’s place of business to assure
                                         compliance with this provision. However, any such inspection shall be after the Licensor
                                         providing the Licensee with a minimum of 14 (fourteen) days’ prior written intimation.




	 	 	 
	 	(b)	Upon
    termination of this Agreement, the Licensor shall refund to the Licensee such portion of any advance payment made by the Licensee
    towards License Fee as may be calculated on pro rata basis.


 


	10.	TITLE
    TO SOFTWARE


 


Licensor
retains title to and ownership of the Software and all Documentation including all enhancements, modifications and updates of
the Software and Documentation.


 


	11.	MODIFICATION
    AND ENHANCEMENTS


 


During
the Term of the Agreement or any extended Term, if any, the Licensor shall provide to the Licensee downloadable versions of any
new, corrected or enhanced version of the Software and/or any update/patches required to be provided by the Licensor to the Licensee
and related documentation as created by the Licensor at no additional cost to the Licensee. Such enhancement shall include all
modifications to the Software which increase the speed, efficiency or ease of Use of the Software, or additional capabilities
or functionality to the Software. Additionally, the warranty provided by the Licensor to the Licensee with regard to the current
version of the Software and the Documentation shall be applicable to the enhanced version of the Software and the related documentation
that may be made available by the Licensor to the Licensee.


 


	12.	SOURCE
    CODE


 


The
Software shall not include its Source Code and the Commentary. Licensor is not at any time required to deliver to Licensee, any
copies of the complete or partial Source Code contained on machine-readable media and a complete listing of the Source Code and
Commentary.


 


	13.	OPERATING
    ENVIRONMENT


 


The
Software, and each module or component and function thereof, shall be capable of operating fully and correctly on the Hardware
and the programming language specified in Schedule D, annexed hereto.


 


	14.	DELIVERY


 


	 	(a)	Within
    30 days of the execution of this Agreement by the parties, the Licensor shall deliver the Software in digital format and Documentation
    in digital format/hard copy to the Licensee at the Licensee’s designated premises via courier (by an internationally
    recognized courier service provider) or make available to the Licensee the procedure to download the Software and the Documentation
    form the internet and/or Virtual Private Network.
	 	 	 
	 	(b)	With
    regard to any update/upgrades/patches required to be provided by the Licensor to the Licensee, the mode of delivery shall
    be the same as stated in clause 14(a) of this Agreement.


 




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	15.	SOFTWARE
    INSTALLATION AND ACCEPTANCE


 


	 	(a)	Promptly
    after delivery of the Software, the Licensor shall Install the Software on the Hardware provided by the Licensee and/or the
    Licensor (as identified in Schedule D attached to this Agreement). The Licensor shall successfully conduct
    all of its own testing procedures on the Software. Thereafter, upon reasonable advance notice to the Licensee, and in the
    presence of representatives of the Licensee, the Licensor shall conduct the acceptance testing procedure specified in Schedule
    B, annexed hereto, using a sample of data supplied by the Licensee and converted and entered on the Software by the Licensor
    at its sole cost. Upon successful completion of every element of the user acceptance test procedure set forth in Schedule
    B. the Licensee shall issue to the Licensor the UATC. In the event the Software fails to pass any of the Licensor’s
    acceptance testing procedures or the acceptance test set forth in Schedule B, then Licensor shall have 60 (sixty) days to
    correct such defect and cause the Software to successfully pass all such acceptance tests, failing which the Licensee may
    elect to terminate this Agreement and Licensor shall immediately refund all sums that may have been paid in advance to the
    Licensor by the Licensee hereunder.
	 	 	 
	 	(b)	Upon
    written notification by the Licensor of the successful implementation of the modules, the Licensee shall initiate the procedure
    for granting UATC. Should the granting of UATC by the Licensee gets delayed further than 45 days due to reasons not attributable
    to the Licensor, the UATC shall be deemed granted by the Licensee. Initiation of procedure for granting of UATC for certain
    modules like ‘Pay per view, VOD, etc., shall be commenced by the Licensee once the Licensor finalizes and successfully
    implements such module upon receipt of prior written notification from the Licensee.


 


	16.	NEW
    LOCATION


 


Licensee
may, at any time, without prior notice to or consent of the Licensor, transfer the Software to any location other than the site
of initial Installation for Use on any other central processing unit which is owned or controlled by the Licensee or by any of
the Affiliate of the Licensee. The Licensee shall thereafter promptly give the Licensor notice of such new location.


 


	17.	MULTIPLE
    USE AND MULTIPLE SERVER OPTION


 


Licensee
shall request the Licensor to issue Software to be installed on a number of Servers or workstations owned and operated by the
Licensee, or the user application for workstation of the Affiliate of the Licensee, by executing a written request in such regard
to the Licensor. Upon receipt of such written request from the Licensee, the Licensor shall promptly make necessary arrangements
for the delivery of the Software at no additional cost to the Licensee.


 


	18.	TRAINING


 


	 	(a)	The
    Implementation Fee includes all costs for the training of the Licensee’s employees on the use and operation of the Software
    on the Hardware. Pursuant to a mutually agreed upon schedule, Licensor shall provide sufficient experienced and qualified
    personnel to conduct up to 14 (fourteen) full eight (8) hour days’ of such training to groups of up to 4 Licensee’s
    employees or other personnel of Licensee at a location or locations designated by Licensee within the Territory.
	 	 	 
	 	(b)	All
    cost of travel and accommodation shall be paid by the Licensee.


 


	19.	SOFTWARE
    MAINTENANCE


 


	 	A.	During
    the Term of this Agreement or any extended Term, if any, the Licensor shall promptly notify the Licensee of any defects or
    malfunctions in the Software. Licensor shall promptly correct any defects or malfunctions discovered in the Software during
    the Term of this Agreement or any extended Term, if any, and provide the Licensee with corrected copies of same, without additional
    charges to the Licensee. Licensor’s obligation hereunder shall not affect any other liability which it may have towards
    the Licensee.
	 	 	 
	 	B.	In
    the event the Licensee complains to the Licensor of any defects or malfunctions in the Software, the remedial provision set
    forth in Clause 21(A) above shall be applicable.


 






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	20.	ADDITIONAL
    SUPPORT


 


	 	(a)	In
    connection with the Licensee’s Use and operation of the Software or any problems therewith, during the Term of this
    Agreement or any extended Term, if any. the Licensor shall provide to the Licensee, without additional charges, (i) 24x7 telephonic
    and remote support and (ii) an onsite engineer for an initial period of 6 (six) months from the date of implementation of
    the Software under this Agreement. The Licensor shall use best efforts (at least at par with generally acceptable standards
    in the Licensor’s field of work) to resolve the issues reported by the Licensee (via email/fax) within such timeframe,
    as is set forth in the tabular chart below, as may be applicable depending on the criticality, as is set forth in the tabular
    chart below, of the reported issue:


 


	Level
    of Criticality	 	Resolution
    Timeframe
	Critical
    - Severe Operational Impact, Total failure of the Software.	 	Within
    (48) hours of the issue being reported by the Licensee.
	 	 	 
	High
    - Intermittent Product Failure, Loss of Some Functionality, No Workaround Available Moderate Degradation in Performance or
    Functionality.	 	Within
    (4) days excluding Saturdays and Sundays of the issue being reported by the Licensee.
	 	 	 
	Medium
    - Minor Operational Impact, Workaround Available, Product Feature not working to Specifications.	 	Within
    (21) days of the issue being reported by the Licensee.


 


	 	(b)	Should
    there be any cost required to be incurred by the Licensor (post written approval in such regard by the Licensee) in resolving
    the issue reported by the Licensee other than by way of remote support, such cost shall be reimbursed by the Licensee in such
    manner as is set forth in Clause (e) of Schedule C attached to this Agreement.
	 	 	 
	 	(c)	Should
    there be a higher level of service required the Licensee shall have the option of signing a Service Level Agreement (SLA).


 


	21.	LICENSEE’S
    MODIFICATIONS


 


Licensee
shall not at its own discretion, independently modify the Software, without the written consent of the Licensor. Licensee shall
request for modification by sending document listing the modifications along with detailed process flow and test cases. On the
receipt of the modification documentation the Licensor shall carefully evaluate the document and dispatch a Software Requirement
Specification (SRS) to the Licensee along with the cost for such modification.


 


	22.	CONFIDENTIALITY


 


Each
party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes
or procedures or any other confidential, financial or business information of the other party which it learns during the course
of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the
cancellation or other termination of this Agreement.


 


The
Software contains trade secrets and proprietary know-how that belong to the Licensor and it is being made available by the Licensor
to the Licensee in strict confidence.


 


ANY
USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCALS INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS AGREEMENT,
MAY BE ACTIONABLE AS A VIOLATION OF THE LICENSOR’S TRADE SECRET RIGHTS.


 






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	23.	PUBLICITY


 


Licensor
shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers,
without the prior written consent of Licensee.


 


	24.	LICENSOR
    S PROPRIETARY NOTICES


 


Licensee
agrees that any copies of the Software which it makes pursuant to this Agreement shall bear all copyright, trademark and other
proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not distribute same
to any third party without Licensor’s prior written consent. Notwithstanding the preceding sentence, Licensee may add its
own copyright or other proprietary notice to any copy of the Software which contains modifications to which Licensee has ownership
rights pursuant to this Agreement.


 


	25.	ASSIGNMENT/OWNERSHIP


 


Licensee
may assign this Agreement to any subsidiary or Affiliate, or as part of the sale of that part of its business which includes the
Hardware or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation or other reorganization,
without Licensor’s consent, upon notice to Licensor. Licensor shall not assign this Agreement without Licensee’s prior
written consent, which shall not be unreasonably withheld. An assignee of either party, if authorized hereunder, shall have all
of the rights and obligations of the assigning party set forth in this Agreement. In the event that there is a change in ownership
of the Licensor, the obligations, representations, and warranties under this Agreement shall remain in effect and in full force.


 


	26.	INDEMNITY


 


Licensor
agrees to indemnify and hold harmless Licensee and its subsidiaries or Affiliates, and their directors, officers, employees and
agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of
or related to any claim on account of the Licensee’s Use or possession of the Software, or due to the License granted hereunder,
or due to infringement or violation of the copyright, trade secret or other proprietary right of any third party by the Licensee’s
Use of the Software. Licensor shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing,
provided that Licensee gives Licensor prompt notice of any such claim of which it learns. No settlement which prevents Licensee
from continuing to Use the Software System as provided herein shall be made without Licensee’s prior written consent. In
all events, Licensee shall have the right to participate in the defense of any such suit or proceeding through counsel of its
own choosing.




 


	27.	ARBITRATION


 


The
parties agree to submit any dispute under this Agreement to binding arbitration in India to be conducted by a single arbitrator
to be appointed by the parties as per the provisions of the Indian Arbitration and Conciliation Act of 1996, or any amendments
thereto. Arbitration proceedings shall be conducted in English language as per the provisions of the Indian Arbitration and Conciliation
Act of 1996, or any amendments thereto. The venue for such arbitration proceedings shall be New Delhi.




 


	28.	NOTICE


 


All
notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by courier,
email and/or fax to the parties at their respective addresses, email ids and/or fax numbers set forth below or to such other address,
email id and/or fax number as the party to receive the notice has designated by notice to the other party.


 


	 	Licensor	Licensee
	 	Manager
    Legal,	Chief
    Executive Officer,
	 	Duo
    Software (Pvt) Ltd.	DEN
    Digital Entertainment Networks Ltd.
	 	403
    Galle Road,	236,
    Okhla Industrial Estate,
	 	Colombo
    3,	Phase
    III, New Delhi 110020.
	 	Sri
    Lanka.	India.
	 	E-mail:
    legal@duosoftware.com	E-mail:
    anuj@denonline.in
	 	Fax:
    +94 11 2375133	Fax:
    +9111 26922996


 




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	29.	GOVERNING
    LAW & JURISDICTION


 


This
Agreement shall be governed by and construed under the laws of India.


 


	30.	CONSENT
    TO JURISDICTION, VENUE AND SERVICE


 


Licensor
consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts
sitting in Delhi, to the exclusion of all other courts, and the Licensor consents and agrees that jurisdiction and venue for such
proceedings shall lie exclusively with such courts.


 


	31.	SEVERABILITY


 


If
any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall
not be impaired thereby.


 


	32.	NO
    WAIVER


 


The
failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.


 


	33.	COMPLETE
    AGREEMENT


 


This
Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in a writing
executed by both parties.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content
and significance and intending to be legally bound by the terms hereof.


 


	Licensor	 	 	Licensee	 
	 	 	 	 	 
	Signature:	/s/
    Muhunthan Canagey	 	Signature:	/s/
    Rajesh Kaushall
	Name:	Muhunthan
    Canagey	 	Name:	Rajesh
    Kaushall
	Title:	Chief
    Executive Officer	 	Title:	Chief
    Financial Officer
	 	 	 	 	 
	Witness	 	 	Witness	 
	 	 	 	 	 
	Signature:	 	 	Signature:	 
	Name:	 	 	Name:	 
	Address:	 	 	Address:	 
	 	 	 	 	 
	 	 	 	 	 


 




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Schedule
A


 


SOFTWARE


 


DuoSubscriber
Ver 4.9 is a software application developed by the Licensor for managing subscribers for the pay television industry. The DuoSubscriber
Ver 4.9 modules are modules related to this agreement.


 


Licensor
is offering the following modules for the Licensee:


 


	1.	Subscriber
    Management
	 	 
	2.	Product
    & Service Management
	 	 
	3.	Promotional
    Planning
	 	 
	4.	Prospect
    Campaign Management
	 	 
	5.	Subscriber
    Billing - Subscription & Content including VoD & Games
	 	 
	6.	Pre-paid
    and post-Paid
	 	 
	7.	Delivery
    Planning & Installation
	 	 
	8.	Inventory
    Management
	 	 
	9.	Dealer
    Management
	 	 
	10.	Web
    Module
	 	 
	11.	Reports
	 	 
	12.	Contact
    Centre Management
	 	 
	13.	Knowledge
    Base
	 	 
	14.	CAS
    Integration - for Subscription & Content including VoD. Games for which API’s are provider by CAS provider.
	 	 
	15.	Payment
    Module - Hand held device integration for which API’s are provided by the device manufacturer and necessary integration
    support shall be provided by the Licensor.
	 	 
	16.	Data
    Billing - The required Application Programming Interfaces along with necessary integration support for the inventory module
    and Customer Relationship Management module shall be provided by the Licensor.


 


Additionally,
with regard to the aforementioned modules, the Licensee shall also develop additional features and enhancements (for each of the
modules) in consultation with the Licensee and post the Licensee signing off a consolidated software specification document prepared
by the Licensor.


 


DuoContact
Ver 3.2 is a software application developed by the licensor for the purpose of operating a contact center for the pay TV market.


 


Modules
Included:


 


IP
Supervisor Console


IP
Agent Console


CRM+
for DuoSubscribe


 




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Schedule
B


 


UATC


 


Acceptance
test procedure shall include any and all such tests that the Licensee requires to be conducted on the Software for the Licensee
to be satisfied regarding the successful performance of the Software.


 




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Schedule
C


 


PAYMENT
SCHEDULE


 


	(a)	Implementation
    Fee payable for the Software and Documentation is Rs. 4,000,000 (inclusive of all applicable taxes), to be paid in 4 instalments.
    The final instalment shall be paid after the completion of UATC.
	 	 
	(b)	License
    Fee


 


	 	Year
    1	Rs.
    7,500,000/- (inclusive of all applicable taxes)
	 	Year
    2	Rs.
    15,000,000/- (inclusive of all applicable taxes)
	 	Year
    3	Rs.
    17,500,000/- (inclusive of all applicable taxes)
	 	Year
    4 (up to 3.5 Million Subscribers)	Rs.
    20,000,000/- (inclusive of all applicable taxes)


 


If
the numbers of Subscribers in the 4th year exceeds 3.5 Million, the Licensee shall pay an additional License Fee of
Rs. 15/- per subscriber over and above 3.5 Million Subscribers.




 


	(c)	The
    License Fee for each year shall be paid on a quarterly basis, in advance. Notwithstanding anything contained in this Agreement,
    the commencement date of the license fees shall be May 1, 2009. For the avoidance of any ambiguity, the parties clearly understand
    and acknowledge that the term ‘Year 1’ set forth in Clause b of Schedule C of this Agreement shall mean the period
    commencing from May 1, 2009 and shall expire 12 (twelve) months from such date. For the purpose of calculation of the periods
    referred to as ‘Year 2’, ‘Year 3’ and ‘Year 4’ set forth in Clause b of Schedule C of
    this Agreement, such periods shall be every respective 12 months’ period after the expiry of the period referred to
    as ‘Year 1’ in Clause b of Schedule C of this Agreement.
	 	 
	(d)	The
    License Fee is independent to the Implementation Fee.
	 	 
	(e)	Any
    payment required to be made by the Licensee to the Licensor under this Agreement shall be post the Licensor raising an invoice
    on the Licensee. All/any undisputed invoice shall be paid-off by the Licensee, by way of telegraphic transfer, within 45 (forty
    five) days of receipt of such invoice after deducting applicable withholding taxes. The Licensee shall provide the Licensor
    with applicable withholding tax certification at the end of each quarter.


 




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Schedule
D


 


HARDWARE,
PROGRAMMING LANGUAGE AND OPERATING SYSTEM 


 


Hardware
to be provided by Licensor


 


Duo
Contact server to handle 4 El Channels, with one year warranty.


 


Minimum
Hardware configuration to be provided by Licensee


 


Intel
Quad Core 2 Ghz or above


16GB
RAM


SATA
173 GB mirrored or Raid 5 or SAS 120 GB above Drives Raid 5


Windows
Server 2003 Enterprise Edition


Microsoft
SQL 2005 Enterprise Edition


 


Minimum
Standalone PC’s for Client to be provided by Licensee




 


Intel
Centrino Duo or above


256MB


10GB
minimum Hard Drive capacity for Client Application


Network
Connection to above Servers


Windows
XP


 




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