LETTER OF INTENT

Happy Learning CenterDate (DD/MM/YY): _____/_____/__________

Happy Palace, 1204, North Side, Hiranandani Meadows, Thane, Mumbai

Dear Ms. Richa Anil Kumar

Further to our discussions, we propose to record our interest in setting up of home based “Happy Learning Center” at _______________________________________

The brief terms and conditions are as here under: -

1. Agreement term – 3+3 year term with mutually agreed renewable fee payable after agreement tenure.

2. Commencement – Centre should be operational within 90 days from the date of receipt of the layout design from Happy Learning Center

3. Premise – ________________________________________.

4. Consideration – Non-Refundable/Non-Adjustable Franchise Fee of Rs. ___________ plus the taxes applicable. It is paid along with this Letter of Intent through Cheque/DD No. ______________ dated ______________ drawn on _____________________ (payable at Mumbai) in favour of ‘Happy Learning Education Trust’. Balance amount along with the Service Tax will be paid to you at the time of signing the Agreement or within ___ days of signing this Letter of Intent, whichever is earlier. The franchise shall contribute annually an amount equivalent to 3% of the gross sales towards local marketing, advertisement and promotional activities, out of which 1.5% of gross sales will be contributed towards Central Marketing fund.

5. Royalty – I will pay the royalties at 15% of the total monthly sales payable on a monthly basis.

6. Agreement Copy – I have received the agreement copy and hereby agree to sign the agreement on my free will, on preparation of the same, after I furnish my company details within __ days of signing this Letter of Intent.

7. Municipal and other Taxes – I shall bear Municipal Taxes, Property Taxes etc. related to the Outlet

8. I understand that all amounts once paid to Happy Learning Center are neither refundable nor adjustable.

A detailed agreement is to be signed by both parties by within 10 days of the signing of the letter of Intent.

Confidential Page 2 of 3 Letter of Intent

Happy Learning Center

Please confirm the above by signing herein below.

Looking forward to a long and mutually beneficial relationship

Sincerely, Agreed and ConfirmedFor ‘______________________’ For Happy Learning Center Private Limited

__________________________ ______________________________________

Authorized Signatory

__________________________

__________________________

Confidential Page 3 of 3 Letter of Intent