CONTRACT OF EMPLOYMENT

CONTRACT OF EMPLOYMENT

This Contract entered into this 24rth of March at New Delhi, India by
and between:

BIG BAZAAR a corporation duly established under Indian laws, with

principal office at New delhi , represented in this act by its Chief
Executive Officer, ABHIJEET SHEKHAWAT (hereinafter referred to as
the "EMPLOYER")
- AND -
NATASHA AMIN of 23years legal age, with address at 3/141 Vinayak
Nagar, Paschim Puri , New Delhi, (hereinafter referred to as the
"EMPLOYEE").

WITNESSETH THAT:

WHEREAS:

(1) EMPLOYER is a domestic corporation engaged in the business of selling

public goods;

(2) EMPLOYEE will be hired as a probationary employee effective for

making market sales holding the position of chief market seller
superviser;
(3) As part of the efforts of the EMPLOYER to clearly document all
employment contracts, the parties hereto have agreed to formalize their
employment relationship subject to the terms and conditions herein.

NOW, THEREFORE, for and in consideration of the foregoing premises,

the parties hereby agree as follows:

1. EMPLOYMENT

The EMPLOYER agrees to employ the EMPLOYEE and the EMPLOYEE

agrees to remain in the employ of EMPLOYER on probationary status
starting 25th March until the end of the probation period on 25 th June,
under the terms and conditions hereinafter set forth (“Contract”).

2. JOB TITLE AND DESCRIPTION

EMPLOYEE's employment is as chief market sale superviser. A more

specific description of EMPLOYEE's duties, responsibilities and work
hours is outlined in Annex "A" and made an integral part of this
Contract.

3. PERIOD OF EMPLOYMENT

pg. 1
CONTRACT OF EMPLOYMENT
EMPLOYEE is employed on probationary status effective as of marketing
sales. This employment is subject to the standards for continued
regularization, which EMPLOYEE hereby acknowledges to have received
and is aware of. These standards are outlined in Annex "B" which is
made an integral part of this Contract. The probationary status is until 2
months, unless earlier terminated if it becomes apparent that the
employee is incapable of performing the duties within the standards laid
out in Annex “B”.

4. PROBATIONARY EVALUATION

The EMPLOYEE has been appraised as to the standards he must comply

with in order for his employment to be regularized after evaluation
within the period as provided by law. If the Employee does not meet the
standard set forth by the EMPLOYER, the latter reserves the right to
terminate the employment of the EMPLOYEE in accordance with law,
upon proper evaluation of his performance and notice of the termination
of his employment.

5. COMPENSATION

The EMPLOYEE will be paid a basic salary of Thirty Five Thousands

Only (Rs. 35000), equivalent to payable every 15th day and end of the
month, which will be paid to EMPLOYEE either in cash, by a bank
cheque or by a bank or postal transfer, subject to deduction of, where
applicable, all social security contributions, withholding taxes, and any
other contributions mandated by the government or the laws of the
Philippines.
The Employee is entitled to fifteen (15) days Vacation Leave, fifteen
(15) days Sick Leave and three (3) days Emergency leave per calendar
year.
The compensation package defined in this Contract shall represent all
that is due and demandable under this Contract of Employment. No
other benefit, bonus or allowance shall be due the employee, unless
otherwise agreed upon by the EMPLOYER and EMPLOYEE, or required
by law.
Notwithstanding incidents when the EMPLOYER grants benefits,
bonuses or allowances other than those defined in this Contract, such
incidents are not to be considered as an established practice or
precedent and shall not form part of the benefits, bonuses and
allowances due and demandable under this Contract of Employment.

6. ASSIGNMENT OF TASKS

The EMPLOYEE recognizes EMPLOYER's right and prerogative, without

limitation, to assign and re-assign him to perform such other tasks within
EMPLOYER's organization, including any of the EMPLOYER’s affiliated
companies, as it may deem necessary and beneficial.

7. CONDUCT OF DISCIPLINE

pg. 2
CONTRACT OF EMPLOYMENT
All existing as well as future rules and regulations issued by EMPLOYER
are hereby deemed incorporated with this Contract. EMPLOYEE
recognizes that by signing this Contract, he shall be bound by all
company rules and regulations, and any amendments thereof, that the
EMPLOYER will provide in the future.
EMPLOYEE acknowledges that it is his duty and responsibility to be
aware of all existing company rules and regulations regarding his
employment and to fully comply with these in good faith as well as any
Employer’s Manual, which may be developed and issued later.

8. DISCIPLINARY MEASURES

On signing this Contract, EMPLOYEE hereby recognizes the

EMPLOYER's right to impose disciplinary measures or sanctions, which
may include, but are not limited to, termination of employment,
suspension, payment of fine, salary deduction, allowance reduction,
withdrawal of benefits or loss of privileges, for any and all infractions,
acts or omissions, irrespective of whether such infraction, act or
omission constitutes a ground for termination.

9. FIDELITY

On signing this Contract, EMPLOYEE agrees to terminate all other

business relationships or concerns that he may be personally involved
with.

The EMPLOYEE represents and warrants that he is not a party to any

agreement or instrument, which would prevent him from entering into
or performing his duties in any way under this Contract and that this
Contract is a valid and binding agreement of the EMPLOYEE
enforceable against him in accordance with its terms.

10. COMPANY PROPERTY

The EMPLOYEE agrees to take care of all the properties, materials,

money, products, etc. of the EMPLOYER. In case of any damage,
destruction or loss of company property, money materials, and products
through the fault or negligence of the EMPLOYEE, the latter shall be
liable therefor. By signing this Contract, the EMPLOYEE hereby
declares that any such damage, loss or destruction is a due and
demandable debt of the EMPLOYEE and the EMPLOYEE expressly
authorizes the EMPLOYER to deduct and withhold from all his wages
and/or other compensation any amount due to the EMPLOYER to answer
for said loss or damage.
The EMPLOYEE likewise recognizes that all software code or data
generated during his employment with the Employer is the intellectual
property of Big Bazzar.

11. TERMINATION OF EMPLOYMENT

Aside from the just and authorized causes for the termination of
employment enumerated in Arts. 282 to 284 of the Labor Code of the

pg. 3
 CONTRACT OF EMPLOYMENT
Philippines, the following acts and/or omissions of the employee shall,
without limitation, similarly constitute just and authorized grounds for
the termination of employment by the EMPLOYER and/or grounds for
the EMPLOYER to impose disciplinary measures on the employee:

1. intentional or unintentional violation of EMPLOYER's policies, rules and

regulations;
2. commission of an act which effects a loss of confidence on the part of the
EMPLOYER with regard to the EMPLOYEE's ability to satisfactorily
perform the duties and requirements of his/her employment;

3. serious misuse or abuse of the EMPLOYER's property, facilities and/or

resources;

4. commission of an act which may constitute a crime or offense against a

supervisor, co-employee or the EMPLOYER itself;

5. intentional or unintentional disregard of the disciplinary measures or

sanctions imposed by the EMPLOYER;

6. in the event of the EMPLOYEE being incapacitated by ill health, accident

or physical or mental incapacity from fully performing his/her duties with
the EMPLOYER for an aggregate period of ninety (90) days in any one
calendar year, such incapacity being duly certified as such by the
EMPLOYER's appointed doctor; and

7. other similar acts, omissions, and/or event.

The EMPLOYER may likewise impose additional rules and regulations that each
EMPLOYEE must follow with the corresponding penalties recognized in
the event of breach.

The contract of employment may be terminated by the EMPLOYER for

any of the foregoing grounds by following the procedure for termination
as provided for under clause 11 of this contract.

In the event that the EMPLOYEE wishes to terminate this Contract of

Employment for any reason, he must give sixty (60) days written notice
to EMPLOYER prior to the effective date of termination. Failure to
comply with the required notice shall subject the EMPLOYEE to a
penalty in the amount equivalent to one month basic salary.

Upon termination of this employment, the EMPLOYEE shall promptly

account for, return, and deliver to EMPLOYER at the EMPLOYER's main
office, his/her I.D. Cards, uniform, and all company property which may
have assigned or entrusted to his/her care or custody.

12. CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

As a condition to EMPLOYER’s willingness to enter into this Contract

the EMPLOYEE agrees to the covenants and restrictions set forth in
this Section.

pg. 4
CONTRACT OF EMPLOYMENT

The EMPLOYEE acknowledges and agrees that, during the course of

his employment with EMPLOYER, the EMPLOYEE may be exposed to
confidential, proprietary or sensitive data and information concerning
the business and affairs of the EMPLOYER, and that all such data and
information constitutes a protected proprietary interest of the
EMPLOYER.

In furtherance of such business interest, EMPLOYEE agrees that he

shall not, during the term of this Contract and perpetually thereafter,
directly or indirectly, use, communicate, disclose, divulge or
disseminate, or permit to be used, communicated, disclosed, divulged
or disseminated to anyone (except to the extent reasonably necessary
for EMPLOYEE to perform his duties hereunder, or except as required
by law, or except if generally available to the public otherwise than
through use, communication, disclosure or dissemination by
EMPLOYEE) any confidential information (as hereinafter defined)
concerning the businesses or affairs of EMPLOYER or of any of its
affiliates or subsidiaries which EMPLOYEE may have acquired in the
course of or as incident to EMPLOYEE's employment or prior dealings
with EMPLOYER or with any of its affiliates or subsidiaries.

In addition, EMPLOYEE hereby agrees that EMPLOYEE shall not,

during the term of his/her employment with EMPLOYER and for a
period of one (1) year after the termination of his employment with the
EMPLOYER, in any manner, directly or indirectly:

(a) carry on or engage in, be concerned with or interested in carrying

a business, or develop, distribute and provide products and/or services
which directly compete or conflict with the business, products and/or
services of EMPLOYER; or

(b) be employed by a company engaged in a business likely to compete

with the business, products and/or services of EMPLOYER, including the
business or products that the EMPLOYER may engage in or provide in
the future, for which EMPLOYEE would have had responsibilities during
the term of his functions within the EMPLOYER or its affiliates, create a
similar business or participate directly or indirectly in such business; or

(c) directly or indirectly, own any interest in, operate, join, control or
participate as a director, stockholder, owner, partner, principal, officer
or agent of, enter into the employment of, act as a consultant to, or
perform any services for, any entity that is engaged, anywhere in the
Philippines or in any other jurisdiction where the Company may
establish a business, in a business substantially similar to EMPLOYER.

13. DAMAGES

EMPLOYEE accordingly agrees that in the event of any actual or

threatened breach by the EMPLOYEE of any of the undertakings in this
Contract, EMPLOYER shall be entitled to immediate injunctive and
other equitable relief without bond and without the necessity of

pg. 5
CONTRACT OF EMPLOYMENT
showing actual monetary damages. Nothing contained herein shall be
construed as prohibiting EMPLOYER from pursuing any other
remedies available to it for such breach or threatened breach,
including the recovery of any damages which it is able to prove.

14. APPLICATION OF LABOR LAWS

It is understood with respect to other matters not covered by this

Contract, the provisions of the Labor Code of the Philippines, its
implementing rules and regulations, and that of special laws on labor
benefits and welfare shall apply.

15. WAIVER

The waiver by either party of a breach of any provision of this Contract

shall not operate or be construed as a waiver of any subsequent breach
thereof.

16. ENTIRE AGREEMENT

This Contract, and its annexes, represents the entire agreement between
EMPLOYER and EMPLOYEE and supersedes all previous oral or written
communications, representations or agreements between the parties
hereto, and with respect to the subject matter hereof. No modification,
amendment or waiver of any of the provisions of this Contract shall be
effective unless in writing and signed by both parties.

17. GOVERNING LAW

This Contract shall be construed and enforced in accordance with the

Philippine laws.

18. SEVERABILITY

If any provision or part of any provision of this Contract is held for any
reason to be unenforceable or invalid, the remainder of this Contract
shall nevertheless remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this document as of

the date and place first mentioned.

_______________________
By:

______________________
_____________________________
(EMPLOYER) (EMPLOYEE)

pg. 6
CONTRACT OF EMPLOYMENT

Signed in the presence of:

_______________________ ________________________

pg. 7
CONTRACT OF EMPLOYMENT
FORMAL ACKNOWLEDGEMENT:

I have read all of the foregoing provisions of this Contract, its annexes,
and hereby accept and agree to each and all of the provisions,
covenants and conditions therein contained.

I have received a copy of this Contract and have been afforded ample
opportunity to review and discuss the terms therein and consult with
my legal or other counsel before affixing my signature thereto.

_____________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Pasig City ) S.S.

BEFORE ME, a Notary Public, this ____ day of ______ _______ personally
appeared:

Name Community Tax/ Place Issued/

Passport no. Date Issued

known to me and to me known to be the same persons who executed the

foregoing Contract of Probationary Employment and they acknowledged
to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place first above
written.

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 20__.

pg. 8