BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is made between:

IHT Professional Services, LLC, a limited liability Company incorporated in Delaware, US

and having its registered office at 115 Perimeter Center Place, Suite 700, Atlanta, GA 30346
(IHT Professional); and

iSpace Global Services (India) Private Limited a company incorporated in Andhra Pradesh,
India and having its registered office at 7-1-79/80, Capital Building, Opp:to Allahabad Bank,
Ameerpet, Hyderabad - 500 016, Andhra Pradesh, India. (iSpace Services).

WHEREAS, the IHT Professional has a continuing need for advice and assistance in the areas of
Business Process Outsourcing, Information Technology and Information Technology Enabled
Services (the "Business Services"), and

WHEREAS, the service departments of !Space Services are staffed with highly experienced
personnel and have therefore been selected as a central unit to provide and co-ordinate a variety
of useful and beneficial services in the above mentioned areas to other companies of the group,
by drawing on its own resources as well as on those available from other companies in the group
or from third parties.

NOW THEREFORE, the parties have mutually agreed as follows:

I. ENGAGEMENT OF iSpace Services

1. The Company hereby engages ISpace Services to render the Business Services in the areas
specified below throughout the tenn of this Agreement. The Company hereby asks !Space
Services to perform the Business Services, as further agreed by the parties, on a continuing
basis without any further specific request, or whenever the company calls or places an order for
them with ISpace Services

2. Apart from the Business Services mentioned and specified in this Agreement, the company
may also request ISpace Services to render additional special services and !Space Services
undertakes to comply with such requests to the extent it can provide them. Such additional
special services shall be rendered subject to a separate agreement. The company shall be billed
separately for these services.

ll.BUSINESSSERVICES

During the continuance of this Agreement, subject to the tenns and conditions stated herein,
ISpace Services shall perform the Business Services outside of the US via remote network or
email in the interest of the Company.
 The scope of the project sub-contracted by IHT Professional to ISpace Services would be as per
the Statement Of Work ('SOW') signed by IHT Professional with its client. ISpace Services
would be provided with the SOW on each project and would need to comply with the
requirements on quality of work and timelines as mentioned in the SOW for all the projects that
would be executed under this agreement. The deliverables under this agreement would be
approved by the IHT Professional manager or the client directly on case to case basis as per the
requirements mentioned in SOW.

III. FEES

1. In consideration of the Business Services to be rendered by ISpace Services under this

Agreement, the Company agrees and undertakes to pay a service fee to Space Services. The
amount of the service fee is equal to 'Cost' plus 18%, where 'Cost' includes the total
operational cost which is employee cost, general and administrative cost, depreciation and
any other costs that are mutually agreed upon.

IV.PAYMENT

1. ISpace Services shall issue invoices to the Company monthly for the Business Services
rendered in accordance with service fees as defined in Clause III, or as mutually agreed upon
by the two parties. The Company shall remit payment for the invoice on demand.

2. All sums payable to either party under this Agreement shall be paid in U.S.
Dollars.

V. RECORDS AND DOCUMENTATION OF COST

1. In order to facilitate the calculation of amounts to be invoiced, ISpace Services shall keep
true and accurate books and records in such detail as is necessary to identify the 'cost' (as
defined in the clause III FEES above) related to rendering the Business Services.

2. !Space Services would be required to submit the audited accounts and make necessary
adjustments to the invoices raise on IHT PROFESSIONAL at the end of the year, based
on the audited financials.

VI. CONFIDENTIAL INFORMATION

1. "Confidential Information" means all information disclosed by Client to ISpace Services

related to Client's and IHT Professional's past, present, and future research, development and
business activities, and the results from the work of IHT Professional or ISpace Services
under this agreement, except such Confidential Information as is previously known to ISpace
Services outside of its relationship with Client and IHT Professional or is publicly disclosed
by Client or IHT Professional either before or after Client's disclosures of such information
to ISpace Services. ISpace Services shall hold all Confidential Information in confidence to
the extent ISpace Services maintains the confidentiality of its own information, except such
disclosures as may be authorized by Client and IHT Professional in writing.
2. ISpace Services shall n o t d i s c l o s e to a n y p e r s o n any C o n f i d e n t i a l Information.
On termination or expiration of this agreement a n d on request by Client or IHT
Professional,! Space Services shall return to Client or IHT Professional all written or
descriptive matter, including, but not limited to, drawings, descriptions, codes, magnetic
media, or other papers or documents which contain any Confidential Information.

VII. WARRANTY AND LIABILITY

1. ISpace Services shall render services that meet high standards of professional workmanship
and shall only employ qualified personnel. ISpace Services makes no other warranty, either
express or implied, and all implied warranties for merchantability and fitness for a particular
purpose are disclaimed.

2. Except as is otherwise expressly provided herein, the Company agrees to protect, defend,
indemnify and hold harmless ISpace Services, its officers, directors, employees or their
invitees, from and against all claims, demands, and causes of action of every kind and
character without limit and without regard to the cause or causes thereof or the negligence or
fault (active or passive) of any party or parties including the sole, joint or concurrent
negligence of ISpace Services, any theory of strict liability and defect of premises,
whether or not preexisting the date of this Agreement, arising in connection with this
Agreement

3. Notwithstanding anything else contained herein to the contrary, neither party shall be
liable to the other for any consequential or indirect damages including but not limited to
loss of production, loss of profits, or business interruption, howsoever caused and even if
due to the negligence of either party.

vII. TERM AND TERMINATION

1. Either party may terminate this Agreement with immediately effect in case of repeated
failure of the other party to comply with the material obligations that it has assumed
under this Agreement or in case of another serious cause. The burden of proof of such a
good cause is placed on the party that wishes to have this Agreement terminated.

3. Notwithstanding the foregoing, ISpace Services or the Company may terminate this written
Agreement at any time giving thirty days written notice for any reason whatsoever.

IX. AMENDMENTS

1. Both parties shall continuously review this Agreement as to the reasonableness of its terms,
particularly as to the adequacy of the allocation of actual cost.

2. If at any time the parties discover that this Agreement does not provide for a fair balance
between the interests of both parties, particularly if the responsibilities within the group
of companies are modified considerably, this Agreement shall be adapted to this change
of
 circumstances. The parties to this Agreement shall then agree upon such amendments as
are required to reflect the change of circumstances.

3. No modification, amendment or waiver of this Agreement or provision hereof shall be

binding upon any party unless made in writing and confirmed in writing by their duly
authorized representatives.

X.LAW

This Agreement and the rights and obligations of the parties hereto shall be governed by and
construed in accordance with the laws of the state of Georgia and the United States of America.

XI. PARTIAL INVALIDITY

In the event that any term or condition of this Agreement shall be declared invalid,
this
Agreement shall be construed as if the same had not been
inserted.

XII. HEADINGS

The headings or titles used herein are for the purpose of convenience only and are not to be used
in construing the meaning or intent of this Agreement.

XIII. ENTIRE AGREEMENT

This Agreement supersedes all other prior agreements made between the parties with respect to
the subject matter of this Agreement and contains the entire Agreement between the patties.

XIV. DISPUTE RESOLUTION

Any dispute or disagreement arising out of the construction or operation of this Agreement
shall be referred to the auditors selected by both parties for determination. Such auditors
shall be deemed to be acting as experts and not as arbitrators and their decision shall be final
and binding upon the patties. The auditors' costs shall be borne by ISpace Services and the
Company in equal shares.

XV. EFFECTIVE DATE

This Agreement is effective as of 1 October 2013, and the parties have been acting as if this
Agreement is effective as of 1 October 2013. This Agreement is effective for a period of
one year from 1 October 2013 and would be renewed automatically for subsequent years
unless
otherwise terminated by either party as per the Tennination clause above.

XVI. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and such counterparts together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement

For IHT Professional Services, LLC. For iSpace Global Services (India) Private Limited

Curtis Cain
CFO
>
 Addendum to Business Service Agreement

This change is incorporated by reference to the Business Service Agreement previously entered on
1° October 2013 between "iSpace Global Services {India) Private Limited (here-in-after referred as
'iSpace')" and "iHT Global Services LLC (here-in-after referred as 'The Company')" entered on
1October 2013.

The language in this change will supersede the language in Business Service Agreement dated
1October,
2013 as
follows:•

Previous clause as per Business Service Agreement: [Clause IV:

PAYMENT)

"ISpace shall issue invoices to the Company monthly for the Business Services rendered in accordance
with service fees as defined in Clause Ill, or as mutually agreed upon by the two parties. The
Company shall remit payment for the invoice on demand"

Amended clause as per Business Service Agreement: [Clause IV:

PAYMENT)

"ISpace shall issue invoices to the Company monthly for the Business Services rendered in accordance
with service fees as defined in Clause Ill, or as mutually agreed upon by the two parties. The
Company shall remit payment within 120 days from the date of Invoice"

The above amendment is effective from 1st October

2013.

For IHT Global Services, Date: 31 December 2013

LLC.

Curtis Cain
CFO
For iSpace Global Services
{India) Private Limited

Aparna Kothur
Director
»
Date: 31 December 2013