TERMS AND CONDITIONS FOR ”STUDENT AND FACULTY RESEARCH AWARD CONTEST” UNDER THE MICROSOFT HPC SCHOLARS PROGRAM

Following terms and conditions (the "Terms & Conditions") shall apply to the contest (detailed in paragraph A below). For the purposes of these Terms and Conditions, the term Microsoft, when used with reference to a legal entity, shall mean Microsoft Corporation India Pvt. Ltd. and include its Affiliates. An 'Affiliate' means any legal entity owned or controlled by Microsoft, which owns or controls Microsoft or which is under common ownership or control with Microsoft. The term 'ownership' means more than 50% direct or indirect ownership/shareholding and the term 'control' means direct or indirect control of the management or the board of directors.

A. THE PROGRAM, CONTEST AND THE TERM

The contest is run under the Microsoft High Performance Computing Scholars Program (“Program”) and is detailed below (the "Contest") and involves submission of a project proposal that utilizes Windows Compute Cluster Server 2003 for computational research in any area ("Project");

1. The Contest shall run from 15th April 2008 to 15th June 2008. Microsoft can curtail or extend the Contest duration, as it 
    deems necessary.

2. The Contest shall be held in India only.

B. ELIGIBILITY CRITERIA

1. All undergraduate, postgraduate, diploma and training students ("Participant") studying in any private or government 
   colleges, universities or training institutes in India ("Institute"), including foreign students shall be eligible to participate
   in the Contest. The Participant(s) shall constitute a project team ("Project Team") comprising of minimum 1 (one) 
   Participant and maximum 3 (three) Participants under the supervision and guidance of faculty research supervisor
   ("Supervisor") of the Institute who shall lead the Project Team and provide the Participant(s) with assistance for the
   development of the Project proposal.

2. An employee, agent or a relative of an employee of Microsoft, or its parent company Microsoft Corporation, USA shall not
    be eligible to participate in the Contest.

3. The Project Team must ensure that his/her participation in the Contest is lawful and is in accordance with the applicable
    laws.

4. Each Supervisor participating in the Contest must ensure that he/she is entitled to receive Supervisor Benefit (as defined
    hereinafter) to be determined in accordance with paragraph G 3 below.

C. SYSTEM REQUIREMENT

1. For participating in the Contest and for development of the Project proposal, the Project Team should highlight research
   ideas that make use of Windows Compute Cluster Server 2003 ("Windows CCS") requiring x64 based hardware (Intel or
   AMD).

2. A list of supported applications and details on the system requirement can be obtained from www.microsoft.com/hpc.

D. PARTICIPATION PROCESS

1. Any number of Project Teams from an Institute can participate in the Contest. However, each Project Team must be
   registered online by the Supervisor at the website www.microsoft.com/india/hpcacad to enable the Project Team to 
   participate in the Contest. At the time of registration, the Supervisor should provide the details of the Project Team along
   with details of the Project proposal.

2. The process of registration of the Abstract and submission of the Project proposal should be completed by the Supervisor
    by June 15th, 2008. Microsoft shall not be responsible for any transit loss of entry forms. An incomplete on-line registration
    shall be rejected. No participation or other fee is required to be paid for participating in the Contest.

3. The Supervisor supervising the Project Team should procure a minimum of 5 Windows CCS licenses by June 15th, 2008.

4. The Project Team agrees to provide Microsoft with current, complete and accurate information. An incomplete form shall
    be rejected.

5. Microsoft reserves the right to reject any entry form without assigning any reason thereof. Any decision taken in this
    regard shall be final and binding and not subject to any dispute or challenge.

6. The Project Team hereby waives all rights and grant to Microsoft, a royalty-free, non-exclusive, perpetual worldwide license
    to use and distribute the information contained in the form and, or, any submissions made in response to the Contest, in
    any and all media and in any publication whether online, offline or on the Internet.

7. Microsoft does not make any commitment, express or implied, to respond to any feedback, suggestion and, or, queries
    of the Project Team or furnish reasons for inclusion and, or, exclusion of the Project Team at any stage of the Contest.

8. Microsoft may assign any or all of its rights under these Terms and Conditions to its Affiliates without consent of the
    Project Team.

E. CONDUCT OF PARTICIPANT(S)

1. Participation in the Contest shall be construed as an acceptance of the Terms and Conditions stipulated herein. Any
   breach or default by a Participant of any of the Terms and Conditions herein shall result in immediate disqualification
   without notice.

2. The Microsoft officials engaged in the organization and management of the Contest, including its directors, officers,
    partners, employees, consultants and agents are under no obligation to render any advice or service to the Project Team
    in respect of the Contest.

3. Any attempt by the Project Team to deliberately damage any website or undermine the legitimate operation of the
   Contest is a violation of Criminal and Civil Laws and should such an attempt be made, Microsoft reserves the right to seek
   damages from any such Participant to the fullest extent permitted by law.

F. SELECTION AND PARTICIPATION BENEFITS

1. The winners of the Contest shall be announced by July 31st 2008.

2. Participant(s) of the Project Team who win the Contest ("Student Winner") shall be awarded with a cash of Indian Rupees
    equivalent of US $1000 (US Dollars one thousand only) ("Student Benefit") which can be shared by maximum 3 (three)
    Participant(s) depending upon the number of Participants per Project Team.

3. The Supervisor supervising the winning Project Team ("Supervisor Winner") shall be awarded the following:
   
    a. a faculty grant of Indian Rupees equivalent of US $5,000 (US Dollars five thousand only) as a faculty research grant 
       ("Supervisor Benefit")
       OR
       server hardware for a 3 node Windows CCS cluster

    b. The following software licenses for free, for the top 25 Project proposals selected by Microsoft
           i. 10 Intel Fortran or C++ Compiler licenses for Windows
          ii. 5 Ansys Academic Teaching Advanced 5 user licenses
         iii. 10 Altair HyperWorks 6-Months Lease licenses

4. The Student Benefit shall be awarded to the Participant(s) involved in up to 10 (ten) Project proposals selected to be 
    among the top; and the Supervisor Benefit shall be awarded to Supervisor supervising up to top 5 (five) Project proposals
    which shall be selected by the panel of experts from Microsoft, academia and industry, as selected by Microsoft. The
    decision by Microsoft in regard to Student Winner and Supervisor Winner shall be final and binding and no correspondence
    or communication shall be entertained in this regard.

5. Microsoft or its Affiliates shall be entitled to use, in any manner, the name, photographs and other details of the Student
   Winner and the Supervisor Winner or any other Participant(s), likeness and status in any publication. By participating in
   the Contest, all Participants hereby agree to the same. Microsoft may, at its discretion, choose not to disclose the identity 
   of the Student Winner and the Supervisor Winner to any other Participant.

G. BENEFIT CONDITIONS

1. The Student Benefit and Supervisor Benefit shall neither be transferable nor exchangeable for cash or otherwise.

2. Taxes and other levies imposed by any relevant applicable government or tax authority that may be levied or incurred on the Student Benefit and Faculty Benefit shall be fully borne by the respective Student Winner and Supervisor Winner.

H. PROCUREMENT BENEFITS

All qualified entries received which procure Windows CCS licenses for a 5 node or larger HPC cluster by June 15th, 2008 shall be eligible to the following benefits:

   (a) BASIC: The Project Team that procures licenses for a minimum 5 node cluster shall receive:
            i. Windows CCS HPC Do-it-Yourself Guide
           ii. The opportunity to highlight their project, as a Case Study on a Microsoft Web site and feature in leading print and
               online media, upon signing the standard case study and PR release agreement

   (b) ADVANCED: The Project Team that procures licenses for a 10 node cluster will receive:
            i. Windows CCS HPC Do-it-Yourself Guide
           ii. The opportunity to highlight their Project, as a Case Study on a Microsoft Web site and feature in leading print and
               online media, upon signing the standard case study and PR release agreement
           ii. Entry into the Microsoft High Performance Computing Research Circle

   (c) PREMIUM: The Project Team that procures licenses for a 20 node cluster shall receive:
            i. Windows CCS HPC Do-it-Yourself Guide
           ii. Entry into the Microsoft High Performance Computing Research Circle
          iii. The opportunity to highlight their research, as a Case Study on a Microsoft website and feature in leading print
              and online media, upon signing the standard case study and PR release agreement
          iv. Free visit and one-day training for 1 person nominated by the Supervisor on Windows CCS at the Microsoft
              Interoperability Lab in Bangalore

I. DISCLAIMER AND LIMITATION OF LIABILITY

Subject to any applicable law:

   (a)  All warranties of any kind whatsoever, whether express or implied, are hereby expressly disclaimed by Microsoft  
        including, but not limited to, meeting of the Project Team’s requirements or aspirations, timeliness, security, the
        results or reliability of any Contest, or the delivery, quality, or non infringement in respect of any services, benefits or
        awards acquired or obtained through the Contest or any transactions effected through the Contest;

   (b) The Project Team’s expressly agree that their participation in the Contest offered by Microsoft is at their sole risk and
         is governed by the Terms and Conditions contained herein;

   (c) Microsoft shall not provide third party software or applications that may be needed for the Project proposals which may
       include compilers, graphing tools, application porting, etc. Procuring the same is the responsibility of the Supervisor 
       supervising the Project Team.

   (d) Any performance tuning, troubleshooting or benchmarking on the cluster will not be undertaken by Microsoft.

   (e) No advice or information whether by representations, oral, written or pictorial derived from the website or through the
        Contest shall be construed to mean the giving of any warranty of any kind by Microsoft; and

   (f) Participation or selection in the Contest or winning the Student Benefit and Supervisor Benefit shall not be construed as
       an offer of employment with Microsoft.

J. COPYRIGHT

• Nothing in the Contest shall affect any intellectual property rights of Microsoft in any product or service, which may be the subject matter of the Contest.

K. APPLICABLE LAW AND DISPUTE RESOLUTION

The Contest shall be governed by and construed in accordance with the laws of India. Any disputes, differences and, or, any other matters in relation to and arising out of the Contest and, or, pertaining to the rules and regulations and, or, the Terms and Conditions shall be referred to arbitration under the Arbitration & Conciliation Act, 1996. The arbitral tribunal shall consist of a sole arbitrator to be appointed by Microsoft. The venue of arbitration shall be New Delhi.

L. INDEMNIFICATION

The Project Team undertakes to indemnify and keep Microsoft harmless and indemnified against any loss, damage, claims, costs and expenses which may be incurred or suffered by Microsoft due to breach of any Terms and Conditions contained herein by the Project Team and, or, arising from the participation of the Project Team in the Contest including any third party claims for infringement of intellectual property rights.

M. MODIFICATION OR WITHDRAWAL OF CONTEST

1. In addition to these Terms and Conditions, other specific terms may be imposed by Microsoft any time to deal with any unforeseen situation. Microsoft also reserves the absolute right to change the Terms and Conditions contained herein and, or, any other rules and regulations in respect of the Contest at any time without any notice, without assigning any reason and without any liability whatsoever. The Project Team is requested to refer to such other terms and conditions, if any, which may be displayed on-line or intimated separately as Microsoft considers fit. However, no obligation is cast on Microsoft to separately intimate each individual Participant and the Supervisor with regard to such additional terms and conditions.

2. Microsoft also reserves the right to withdraw the Contest at any stage without any liability whatsoever to the Project Team and the Supervisor, or, anyone.