1. M ORPHEUS H UMAN C ONSULTING F RANCHISE P ROPOSAL

2. A BOUT US Morpheus Human Consulting Pvt. Ltd. is the fastest growing HR solutions company in India, with specialized service offerings in Recruitment Solutions, Executive Search, Training, Legal services and project based RPO hiring. Headquartered at Mumbai, we provide world class HR services through our company and franchise owned offices across 12 cities in India to over 400 organizations based out of India, Europe, Middle East and the African continent. The list of our satisfied customers includes leading MNCs and large Indian firms across industries Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 2

3. O UR V ISION … We build your assets through human capital. The vision clearly stresses that people are assets and not mere numbers. There is always a tendency to protect assets and value them. We at Morpheus clearly believe that word Human Capital adds dignity to our Business- not as Brokers, not as Manpower Suppliers, not as CV Suppliers but as Consultants dealing in a precious commodity - Human Capital. Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 3

4. Recruitment Services Training and Human Development Program Payroll Processing Legal and Compliance Services We provide one stop customized solution to all our clientele needs by catering their needs right from the entry level to a high value assignment. Our candidate centric approach and commitment to continual improvement programs is our key differentiator. OUR SERVICES…. Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 4

5. # We concentrate on limited Clients and have deeper penetration across all levels by sufficing them with respective account managers. # Morpheus strictly adheres to all SOP Procedures and Process designed as per our clients requirements. # Extensive Candidate Database with a strong Management Process. # We Influence our clients toward a partnership mode, passing a guaranteed share of business, and closer involvement. # Effective Systems, Technology & Service Delivery. # Low Cost - High Value solutions. OUR SUCCESS MANTRAS $$$ Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 5

6. With a GDP growth rate of 8.5 % in FY11 and a positive job forecast for the next of the year, salary increments for 2012 across industries is about 10 to 13 percent. According to a report by the Associated Chambers of Commerce & Industry (Assocham), the Indian economy will create 87.37 million new jobs by 2015, and close to a million new jobs in 2011 itself. The overall organized HR solutions industry grew at a CAGR of 21% between FY08–FY11 from INR127 billion to INR228 billion, with about 350 thousand placements through consultants in FY11. The HR solutions industry is highly competitive and is poised for enormous growth in the next 10 years as companies increase their investment in their HR infrastructure and is expected to continue growing on the back of the expansion and entry plans of large domestic and international companies into new sectors and geographies. ABOUT INDIAN RECRUITMENT MKT. Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 6

7. The Indian Training Market is over USD 80 billion with vocational training as the largest contributor. Nasscom says employability in technology in 2011 is still 26 per cent, while in business process outsourcing services, it is between 10 and 15 per cent. According to the American Society of Training, companies will be seen to spend close to 2 to 2.5 % of company turnover into training needs of employees. Dale Carnegie and NIS Sparta estimate that companies both in the private and public sector of India Inc. are looking to enhance company revenues through greater emphasis on employee skills training. Companies like Wipro, Infosys, Google, Aditya Birla, Tata are some of the companies that have initiated comprehensive training programes in their companies to target employee development as also onsite exposure to make them more global worthy. ABOUT TRAINING MARKET IN INDIA Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 7

8. Morpheus Academys core competency is its ability to identify and understand the skills sought by employers across industry verticals. We, at Academy determine these gaps and then design develop and deliver customised training programs. Employers are always looking for ways to gain and maintain a competitive edge in the challenging markets that they exist in. Morpheus Academy assists organizations in creating and sustaining a better-trained workforce who in turn will enhance productivity. Morpheus Academys core competency is its ability to identify and understand the skills sought by employers across industry verticals. We, at Academy determine these gaps and then design develop and deliver customised training programs. Employers are always looking for ways to gain and maintain a competitive edge in the challenging markets that they exist in. Morpheus Academy assists organizations in creating and sustaining a better-trained workforce who in turn will enhance productivity. ABOUT MORPHEUS ACADEMY Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 8

9. Outsourcing has become the trend in companies that strive to streamline co mplicated business processes and choosing to focus on key business o bjectives instead. Over the years, more companies have jumped on the outsourcing bandwa gon to reduce costs and in turn, enhance their profitability in the competiti ve business world. With Outsourcing, you can convert fixed costs to varia ble costs and eliminate non revenue generating activities. Sequel Outsourcing Private Limited's team of dedicated professionals, coupled with the use of proprietary software that is completely compliant with ev er changing labor and employment regulations, will ensure that your admi nistrative matters are entrusted in good hands. Services Offered - Monthly Payroll Processing - Variable Bonus Processing - Tax Compliance Economics with Sequel Group Pvt. Ltd – Morpheus would earn a gross of 12.5% of the monthly billing charged to the client in the above mentioned services. Payroll Outsourcing Service Partner – Sequel Group Pvt. Ltd. Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 9

10. L EGAL AND C OMPLIANCE S ERVICES S ERVICE P ARTNER – S EQUEL G ROUP P VT. L TD. Provident Fund management Services ESIC Management Services Nowadays, in point of Human Resources, PF is considered to be part of employee benefit package (CTC). Our Benefit Services team is handling all of the mentioned activities for many of our clients and therefore we have experience with various situations and exceptions, as well as the relationships and track record with the authorities. Once chosen for a ESIC Scheme, an ongoing process of recording, coordinating and administrating starts. All back office support including all ESIC reports will be generated and provided by SEQUEL in soft format to the client, whereas the physical filling of the same at the respective locations would be taken care by THE CLIENT. Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd Economics with Sequel Group Pvt. Ltd – Morpheus would earn a gross of 12.5% of the monthly billing charged to the client in the above mentioned services. 10

11. Franchising is the legal right to carry out a business in accordance with a particular operational method and under a specific brand. This includes the right to use trademarks, logos, a business system, operating procedures, IT and marketing techniques. It can be seen as you working for yourself and running your own business; however, you go to market with the benefits of a household name and a dedicated team supporting you with advice and guidance on how to operate effectively. This includes the right to use trademarks, logos, a business system, operating procedures, IT and marketing techniques. ABOUT FRANCHISING… Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 11

12. To maximise shareholders' returns and value. To excel in every facet of its operation. To provide attractive and well rewarded career and business opportunities for all employees and Franchisees. To dynamically grow through pro- active acquisitions, mergers and joint ventures. WHY ARE WE FRANCHISING..? Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 12

13. Access to Business model which combines Recruitment, Training, Payroll Processing, & Legal products. Access to Business model which combines Recruitment, Training, Payroll Processing, & Legal products. Stationery Online and Onsite Training 6 months of leading Job Portals Access to Talentnow Software HR Support Billing Support BD Support Franchise Kit Various HR events Invitations Revenue Sharing – 70/30 Revenue Sharing – 70/30 70 @Franchise / 30 @ MHC 70 @Franchise / 30 @ MHC BENEFITS OF F RANCHISE.. Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 13

14. View Morpheus Database More productivity due to Automated Operations Daily Auto Report Generation Monthly Performance Reports Track Status of Candidate Import Resume and create your own Database Annual Fee of Rs. 3750 for a login post 1 year. FEATURES OF TALENT NOW (R ECRUITMENT SOFTWARE ) Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 14

15. H OW TO J OIN..? Send the signed copy of the Agreement on Rs.100 Stamp paper and Application Form along with (a)PAN Card Copy (b) Id Proof (c) Address Proof (d) 2 Passport size photos Courier back to Morpheus Consulting along with the Cheque or DD. 50,000 + 10.30 % Service Tax as Franchise Fee in favor of "Morpheus Human Consulting Pvt. Ltd". Agreement signed and couriered back to Morpheus Human Consulting Pvt. Ltd. 145 / Sagar Palazio / Sakinaka Junction Andheri – Kurla Road / Andheri (e) / Mumbai 400072 Tel: 022-40649800 Upon receipt of all the documents, we shall courier you back your copy and Franchise KIT which would contain Manuals / Agreement / Posters and also a certificate to commence business under our brand. 15 Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd

16. 16 Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd O UR P ROFESSIONAL M EMBERSHIPS..

17. URL : HTTP :// WWW. MHC. CO. IN AND HTTP :// WWW. MHCACADEMY. COM F ACEBOOK : HTTP :// WWW. FACEBOOK. COM / MORPHEUSINDIA T WITTER : HTTP :// WWW. TWITTER. COM / MORPHEUSINDIA HTTP :// WWW. MHC. CO. IN HTTP :// WWW. MHCACADEMY. COM WWW. FACEBOOK. COM / MORPHEUSINDIA WWW. TWITTER. COM / MORPHEUSINDIA Registered Office:Administrative Office: Morpheus Human Consulting Pvt. Ltd. Level 4 / A wing / Dynasty Business Park Andheri – Kurla Road, Next to International Airport, Andheri (E), Mumbai 400059 Tel : +91 022 40309191 Fax : +91 022 66459147 Morpheus Human Consulting Pvt. Ltd. 143 -145,Sagar Palazio Complex, Sakinaka Junction, Above Café Coffee Day, Andheri Kurla R, Andheri (E), Mumbai 400072, India Tel : +91 022 40649800 (30 Lines) Fax : +91 022 66459147 Confidential and Proprietary of Morpheus Human Consulting Pvt. Ltd 17

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21. T HANK Y OU 21