EXHIBIT - B

Mr. Sudhakar

APPLITECH - Mumbai

Aug. 24, 2000

Dear Mr. Sudhakar:

Order Execution Module Software

Your Offer dated Aug. 21, 2000

I refer to your offer and our discussions on Aug. 21. Unfortunately, we could not meet today (as planned) but Mr. Cyril Ovely could spare sometime either on 29$^{\text{th}}$ (Tue) or on 1$^{\text{st}}$ Sept (Fri) and I await your early confirmation.

In the meantime, I have gone thru your offer. I enclose my comments on your "Terms" as well as some observations on the "Scope of Work/Features". Most of these are merely a SYNOPSIS of the notes given to you earlier.

I am sending 2 copies, so that you can handover one copy to Mr. Tripathi or make a photocopy & send to Tapan.

As far as the price and the delivery-period quoted by you is concerned, I do not wish to bargain but I want your assurance that there will be no compromise on the QUALITY as far as incorporations of features/functions and Upgradability is concerned. You may treat this as our Purchase Order & collect your cheque during your next visit.

With regards

[Signature/Initials]

cc: Mr. Cyril Ovely

cc: Nirmit.

ORDER EXECUTION MODULE

GENERAL COMMENTS:

$\triangleright$ No data should be required to be entered twice.

$\triangleright$ We should be able to "CUSTOMISE" any statement/report, simply by

• clicking on desired "field"
• allotting "Sequence-of-appearance" to each of such field.

If such statements/Reports are meant to be sent to any outsider (Client/candidate/associate etc), the same cannot be generated/printed-out/faxed/e-mailed WITHOUT entering P.O. details

statements/Reports generated for Internal use can only be seen/viewed on Screen but cannot be faxed/emailed/printed/copied.

$\triangleright$ Any Vacancy/position advertised by us in print-media (whether for a client or for ourselves) must be treated as a Purchase Order, which must not "linked" to the "Act. No."

If, in a particular PO, the concerned consultant feels that any particular AST needs to be changed, he/she should approach Nirmit for modifying. This cannot be changed unilaterally.

In course of time (at a later date) these ASTs will also be visible to the concerned client, when we permit him SELF-MONITORING (over extranet/internet).

Actual Activity-Time taken (AAT) will be compared with AST and Variances (cumulative also) will be calculated for each P.O.

These $\pm$ -ve Variances will form the basis of evaluation of the performance of a Consultant in execution of that particular assignment.

When a consultant has completed 20 order/assignments, it should be possible to plot consultant-wise FREQUENCY DISTRIBUTION CHARTS of Variances/AAT.

Built-In Productivity Measurement of each consultant has to be a KEY-FEATURE of O/E module.

AND position/Vacancy NO. as well.

$\triangleright$ "Client Name" is the Anchor-Point/Reference point. This is what all of us remember and all search will normally start by "clicking" on a client's name in a dropdown list.

This is the MAIN-GATE thru which we should enter the ORDER EXECUTION MODULE

We should NOT be able to enter O/E module WITHOUT entering/clicking CLIENT NAME!

Every data field should, somehow get linked to "Client Name" (or a "potential-client" name? - eg. an inquiry from a client which may or may not result into an order).

$\triangleright$ Individual Activity Time permitted to a consultant for each of the 21 activities should be Standardised & FROZEN in advance.

This will be called "ACTIVITY STANDARD TIME"

$\triangleright$ The O/E module must be able to access the existing databases directly and there should be no need to construct fresh/new masters of candidates & Clients.

Our database is in Oracle 8i and we will make available the database structure to Applitech (online/offline/corporate)

$\triangleright$ Back End

Oracle 8i is OK. we have a licenced copy. we are trying to get Version 2.0 + IFS (Internet File Server) (or something)

$\triangleright$ Front End

Our Mr. Cyril Ovely will advise you on this.

$\triangleright$ Our Website

Not only, you should thoroughly study the present "functionality/interactivity" of our website but also obtain a thorough understanding of changes being planned, from Mr. Cyril Ovely who is working on this. Any failure in this, may result in waste of time/effort/money all around.

for "junior-level" Candidates (College students/Fresh Graduates/Others

drawing annual salary of $\le$ Rs. 2 lakh), we are planning to "sell" their resumes (to an online recruiter) for a fixed amount per resume.

Such persons, would have in advance authorised us, (While filling-in their resume form online on our website), to "forward" their resumes to our online/offline Corporate-clients, without taking/obtaining their permission each time their resume gets shortlisted.

When an online shopping-basket arrives (or is created offline by one of our consultant thru localised resume-search) for an offline client), the Order Execution Module, should be able to

$\triangleright$ Calculate the amount payable by the Corporate Client

(e.g. 10 resumes $\times$ Rs. 500/resume = Rs. 5000).

$\triangleright$ Send out an "offer/quotation" automatically to the concerned client by e-mail (standard standard letter where blanks get filled-in automatically in case of Online Shopping basket or manually by consultant

case of an offline search), asking client to send a D/D of Rs. 5000/=

$\triangleright$ Send-out (i.e. email) 10 full resumes (with name/contact details) to the concerned Corporate Client as soon as D/D & its received & details are entered in the O/E module against that specific Shopping Basket NO/Client Name.

This "ONLINE SALE OF RESUME" feature is not mentioned anywhere in the folder given to you earlier since this is a recent development.¹

This is however, one of the most CRITICAL/IMPORTANT feature of the Order Execution Module, which requires perfect/seamless integration with our website-ba2sed process of

$\triangleright$ Online Resume-Search by headhunter

$\triangleright$ Shortlisting by " "

$\triangleright$ Filling-up of Shopping Basket

$\triangleright$ arrival of SB at our office, triggering the ORDER EXECUTION MODULE.

This "triggering/activating" is keyword!

T/1

COMMENTS ON "TERMS" QUOTED BY APPLITECH VIDE THEIR QUOTATION DATED AUG. 21, 2000

GENERAL

$\textcircled{\small{1}}$ Source-code will be handed-over to 3P and will become intellectual property of 3P.

$\textcircled{\small{2}}$ Applitech will not undertake development/deployment of similar "Order Execution Module" for any other recruitment agency/executive-search company/placement company or any unincorporated individual engaged in similar business, whether or not such a firm/individual has an internet website or not.

$\textcircled{\small{3}}$ Applitech will not divulge and/or part with any procedure/business-process/document/system/records/Software applications etc. which it has obtained access to, during the course of this assignment at 3P Consultants and used by 3P Consultants to any other firm/individual³.

T/2

LICENSE FEE

We do not require the O/E module software to be installed at any other site but it should be capable of being accessed & operated from any of our branch-offices, which we propose to interlink thru VPN.⁴

There will be no local processing nor any database residing in the branch-office computers but all "access/operation" by any branch must be "logged".⁵

On branch-office computers, there will NOT be any floppy/CD drive/tape drive.⁶

Although there will be local printers, all "print-commands" must be given by Central server in M⁷umbai.

T/3

TRAVEL & STAY

(For Visits to Bombay)

During	Travel Reimbursement	Stay Reimbursement (Boarding & Lodging)
Design/coding/ Implementation/ training stage	One-way $2^{\text{nd}}$ A/c fare ($\text{A'bad}$ to Mumbai)	NIL
During 90 day Warranty period	One-way, $2^{\text{nd}}$ A/c fare ($\text{A'bad}$ to Mumbai)	NIL
Beyond Warranty period	One-way, $2^{\text{nd}}$ A/c fare ($\text{A'bad}$ to Mumbai)	Rs. 2500/= per perday (if stay is overnight)

This is OK as per Sudhakar 12/9/2000

PROJECT EXECUTION PLAN & PAYMENT SCHEDULE

(Fees will be payable on completion of each stage)

Stage	Deliverables	No. of Days	Fees
0	Place Order		20%
I	Detailed System Requirement Study (SRS) DOCUMENT.	10.
II	Detailed System Design Document (SDD)	30	20%
	- ER diagram/Screen Prototypes
	- Final Data Model/Data Dictionary
	- Updated Process Description
	- Screen Design Document
	- Menu Design Document
III	Implementation Schedule	40	20%
IV	Executable Software Installation + All documentation	20	20%
	[System documentation]
	[User Manual]
	[Operational Manual]
	+ Training.
V	Debugging till fault-free operation of software	40	20%