Our Ref: SDX/HR-12/06

30th of June 2006

Mr. Thanigaivel
Murugan 39, Seyniyar
Street, Muthiyalpet,
Kancheepuram Dsit,
Tamil Nadu State,
India-631601
Fax No: +914442129564

Dear Mr. Thanigaivel,

Re : Offer of Employment as Linux Administrator

We are pleased to offer you employment as Linux Administrator with our

Company subject to the following terms and conditions: -

1. Work Permit

This employment is subject to the approval of the Malaysian Immigration

Department through the granting a Work Permit to enable you to take up
such employment.

2. Commencement Date

Your employment shall be deemed to operate from the 1st day of

August 20 06 and shall continue until terminated in accordance with the
provisions of this employment or upon expiry of twelve (12) months (up
to 31st July 2007) from the date of commencement of this employment,
or until earlier termination as hereinafter provided.

3. Work Base

3.1 You shall be based in Suite 19A-30-3A, UOA Centre, No. 19,
Jalan Pinang, 50450 Kuala Lumpur Malaysia. However, we
reserve the right to transfer you to any other site/office within
Malaysia with or without notice and without any reason being
assigned thereto.

3.2 For avoidance of doubt, this right of transfer by us shall also apply
in the event that your work base is relocated to any other location
outside Malaysia.

4. Work Assignment

In addition to the normal work assignments required of you, we may at our

entire discretion allocate to you additional work assignments at any of our
work sites, branch offices, factories, premises, business offices and
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other undertakings and

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 enterprises owned by us or as the case may be by any of our
associated Companies, or any other company carrying on business and
for the time being, employing or engaging our services as Agents,
Managers and/or Contractors.

5. Salary

Your monthly salary will be as follows, payable monthly in arrears on the

last day of each month or on a date selected at our discretion.

i) Basic salary RM 1,300.00per month

ii) Allowance of : (if applicable) RM Nil per month
iii) Gross Salary RM 1,300.00per month

6. Probation

The Employee is required to serve three (3) months’ probationary period.

If the Employee fail to perform his service satisfactorily, the Company
reserves the right to:-

(a) terminate the Employee’s service by serving two (2) weeks’

written notice; or
(b) extend the Employee’s probation period for another one to
three (1-3)
month(s); or
(c) offer the Employee an alternative position with revised salary
and benefits, as the case may be.

During this probationary period, either party has the right to terminate the
Employee’s service by serving two (2) weeks’ written notice without any
reason being assigned thereto.

Please note that the Employee is deemed to be still under probation

unless and until the letter of confirmation is issued to the Employee.

7. Working Hours

Your normal working hours will be from 09:00 hours to 18:30 hours
from Monday to Friday, with one (1) hour lunch break. We may
however, require you to work longer hours or at times other than the
normal working hours as may from time to time become necessary in
order to meet the needs of the Company’s business and you shall not be
entitled to receive any additional remuneration for work done outside your
normal working hours of work. We reserve the right to change the
working hours as and when it is deemed necessary.

8. Medical Examination

8.1 You may be required to undergo and pass a medical examination or

psychiatric test at a Government hospital or our approved clinics
prior to the commencement of your employment.

8.2 Notwithstanding 8.1, we also reserve the right to request you to

undergo a medical examination or psychiatric test at a Government
hospital or our approved clinics and to provide blood, urine or other
like specimens for analysis as and when it is deemed necessary
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throughout your service.

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 8.3 We may terminate your employment without notice if you:-

8.2.1 refuse to undergo such medical examination or the

required tests; or
8.2.2 are found to be medically unfit to discharge your
duties by reason of ill health or alcohol or drug abuse; or
8.2.3 are found to be a carrier of an infection, virus or other
disease detrimental to our operations.

8.4 In all cases we shall pay for the expense of the medical examination
and you hereby authorise the medical officer or doctor to disclose
to us the full details of the examination results and to discuss
with us any matters arising from the examination which might
impair you in properly discharging your duties.

9. Medical Benefits

9.1 You shall only be entitled to compensation for medical costs

provided by the Social Security Organisation (SOCSO) or the
Workmen Compensation Insurance, as the case may be, in the
event of accidents in the work place resulting in incapacity.

9.2 In the event that you fall ill, we will pay for the medical costs by our
Medical Practitioner (meaning any doctor appointed by us to our
Company Panel of Doctors or a doctor or medical assistant
employed at a Government Clinic or Government Hospital) or any
other Medical Practitioner approved by us but excludes traditional
physicians or traditional healers (unlicensed medical practitioners
who use traditional medicines), up to a maximum of RM300.00 per
calendar year (Ringgit Malaysia Three Hundred Only).
During the first year of your service, the amount of medical
expenses reimbursable by us shall be in direct proportion to the
months of service you have completed at the time of incurring such
expenses. Provided always that such medical expenses shall not
include the following treatment :-

i) Dental treatment and dentures;

ii) Spectacles and eye-glasses;
iii) Any expenses which constitutes a valid claim under the
Workmen's Compensation Ordinance or the Employees' Social
Security Act;
iv) Medical Treatment of any compliant revealed by our approved
Medical Practitioner or Government Doctor prior to employment
with us;
v) Any expenses in respect of pregnancy, miscarriage or
confinement;
vi) Medical treatment arising out of self-inflicted injury or illness or
diseases caused directly or indirectly by your misconduct;
vii) Medical treatment in respect of illness or injury arising from
unlawful acts, exposure to any unjustifiable hazards (except
when attempting to save human life), use of drugs other than
those prescribed by our Medical Practitioner or by a Government
hospital, disorderly conduct in public and activities not
connected with your normal duties of the office of employment
in the service of the Company.
viii) Psychiatric treatment
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 ix) Surgical operations.

9.3 The above exclusions shall also apply in the event that your
dependents

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 (which means your lawful wife and your legitimate children who are
below the age of eighteen and are unmarried and unemployed) are
included in your entitlement to medical attendance payable by us
under this Clause.

9.4 Medical expenses exceeding the aforesaid sum are to be borne by

you or shall require our approval at our entire discretion.
Notwithstanding the aforesaid, we reserve our right to vary the
maximum amount of medical expenses payable in accordance
with any change or alteration of personnel policies which shall be
notified to you by way of circulars, notices or memoranda or
amendment of contractual terms and conditions of service.

10. Absence

10.1 You shall not, without permission first had and obtained, leave or
absent yourself from the place at which you are employed unless
for the purpose of executing the orders and directions of the
Company or the Directors or the Managers or the Supervisors of the
business of the Company for the time being, unless prevented from
attending at the said place of business by ill-health.

10.2 We shall at our entire discretion, deduct a proportionate amount

from the your salary for every day of absence from your
employment without our previous permission unless by reason of
incapacity through illness or injury.

10.3 Notwithstanding anything herein to the contrary, in the event you

are detained under police remand, the period in custody shall be
regarded as a valid reason for absence and we shall, at our entire
discretion, deduct a proportionate amount from your remuneration
or your leave for every day of absence from your employment.

11. Annual Leave

11.1 You shall be entitled to the following paid annual leave:

(a) eight days for every twelve months of continuous service if you
have been continuously employed for a period of less than two
years;

(b) twelve days for every twelve months of continuous service if you
have been continuously employed for a period of two years or
more but less than five years; and

(d) sixteen days for every twelve months of continuous service if you
have been continuously employed for five years or more.

11.2 The annual leave is to be taken at a time or times convenient to us

and subject to Company exigencies and this shall be taken no
later than twelve (12) months after the leave falls due. If you fail to
take such leave within the designated time-frame, you shall cease
to be entitled to the leave unless prior written approval is given by
us. Application to accumulate such annual leave shall be
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made by completing the

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 “Application To Accumulate Leave” Form.

11.3 You shall make your application for annual leave at least seven (7)
days in advance by completing the “Leave Application Form” and
you shall not commence your annual leave without the prior written
approval of your application.

11.4 If you wish to cancel your leave, which has been previously
approved by us, you may do so by completing the “Cancellation of
Leave” Form and to be approved by us at our discretion. Failure to
do so will result in the deduction of your annual leave as per the
original leave application.

11.5 You shall not be entitled to be paid in respect of annual leave

accrued due but unutilised as at the date of termination of
employment.

11.6 Leave shall not be taken to set off against the notice period of
resignation unless specifically approved by management.

11.7 We may at our discretion revise the above leave benefit.

12. Sick Leave

12.1 If you are absent on account of illness or incapacity, you must apply
for paid sick leave by notifying your immediate superior before the
beginning of your normal working hours and by producing a
medical certificate which is either issued by a doctor who has been
appointed to our Panel of Doctors or by an authorised staff of a
Government clinic or hospital.

12.2 We shall reject medical certificates issued by Non-Panel Doctors or

traditional physicians/healers and any sick leave taken by you on
account of such medical certificates being issued to you shall be
regarded as annual leave or unpaid leave, depending on whether
you have a sufficient balance of annual leave accruing to you.

12.3 You shall be entitled to full pay in respect of the said sick leave
provided that the number of days of sick leave in the calendar year
shall not exceed the following :-

• Below two (2) years of continuous service - fourteen (14)

days per annum
• Between two (2) to five (5) years of continuous service -
eighteen (18) days per annum
• Above five (5) years of service - twenty-two (22) days per annum

Sick leave in excess of the above shall be regarded as unpaid

leave or annual leave.

12.4 In the calendar year in which you join the Company, the number
of days of sick leave provided above will only be approved in
proportion to the months of service you will have completed by
the end of the calendar year.

12.5 If the hospitalisation is necessary, the number of days of sick leave

can be extended up to sixty (60) days per calendar year at our
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discretion.

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 12.6 If your illness or incapacity is of a prolonged or contagious or
incapacitating nature such as tuberculosis, leukaemia, cancer or
paralysis, you shall be entitled to a maximum of three (3) months’
sick leave on full pay and a further three (3) months’ sick leave on
half pay. Such pay shall not be granted unless you obtain a medical
certificate from a Government hospital or Company approved clinic
and undergoes a course of treatment recommended by a
Government hospital or Company approved clinics.

If your illness or incapacity exceeds the period of six (6) consecutive

months, we shall be entitled at any time thereafter to terminate
your employment by immediate notice in writing to you without
compensation.

13. Maternity Leave

13.1 Every female Employee shall be entitled to maternity leave for a

period not exceeding than sixty (60) days (including rest days and
prescribed public holidays) after the date of the delivery of the
child (“the date of confinement”) on full pay and her eligibility for
such paid leave shall be in accordance with the provisions of the
Employment Act 1955.

13.2The application for maternity leave must be supported by a certificate

from a registered medical practitioner.

13.3 The female Employee must notify us of the expected date of

confinement not less than thirty (30) days before absence from
work where possible and she (or someone on her behalf) must
notify us of the date of confinement within seven (7) days thereof.

13.3A female employee who has five surviving children shall be

disentitled to maternity leave pay.

14. Leave Without Pay

It is not our policy to grant leave without pay. Leave without pay is
granted only in exceptional circumstances of crisis or emergency and
should not exceed seven
(7) days per year.

15. Compassionate Leave

15.1 You are entitled to the following compassionate leave: -

a. Nature of compassionate leave - one (1) day
Death of husband or wife
Death of father or mother
Death of father-in-law or mother-in-law
Death of a legitimate child
Death of brother or sister
Birth of a legitimate child (for male employee, upon the birth of
the 1st and 2nd legal child only)
Emergencies such as fire or flood affecting the person or property
of the employee

b. Nature of compassionate leave - two (2) days – to be

applied in advance
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First marriage

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 15.2 For compenssionate leave under sub-clause a, you must
endeavour to obtain our consent in advance of the
compassionate leave or as soon as possible and must do so no
later than the beginning of the working day on which the
compassionate leave is required.

15.3 You may be requested to produce evidence to support any

application for such leave. False evidence will result in the days of
absence being deducted from your salary and we will take
disciplinary action against you.

15.4 All applications for Compassionate Leave are to be submitted vide

our standard leave application form. However, where prior
application is not possible, you shall complete the form upon your
return to work.

16. Company’s Rules and Regulations

16.1 You shall at all times observe perform and be subject to and/or be
bound by all and every term and condition of service, rules,
regulations or benefit conferred or stipulated for the time being by
us irrespective of whether the said terms, conditions of service,
rules, regulations or benefit are set out in one single document, or
in various notes, memorandum or circulars from time to time issued
by us and applicable to all or a specified category of members and
staff of the Company.

16.2 If you are required to wear uniforms prescribed by us in accordance

with Company policy, such uniforms shall be issued to you annually;
however, you shall be required to lodge a security deposit of fifty
percent (50%) of the cost of such uniforms with us until you
have completed three (3) years' continuous service.

17. Confidentiality

17.1You are aware that in the course of your employment with us you will
have access to and be entrusted with information in respect of the
business and financing of the Company and its dealings, transactions
and affairs and likewise in relation to its holding, subsidiary and/or
associated companies and/or the subsidiary and/or associated
compaies of its holding company (“Related Companies”) all of which
information is or may be confidential.

17.2You shall not during or after the period of your employment with the
Company, except in the proper course of your duty, divulge to any
person whatever or otherwise make use of and shall use your best
endeavours to prevent the publication or disclosure of any trade
secrets or secret processess or any confidential information
concerning the business or finances or any dealings, transactions or
affairs of the Company and/or its Related Companies and/or any or its
or their suppliers, agents, distributors or customers.

17.3 All notes and memoranda of any trade secrets or confidential

information concerning the Company and/or its Related Companies
and/or any of its or their suppliers, agents, distributors or customers
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which shall be acquired, received or made by you during your
course of employment with the Company shall be the property of
the Company and shall be surrendered

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 by you to someone duly authorised in that behalf at the
termination of your employment or at the request of the Board of
Directors of the Company at any time during the course of your
employment.

18. Vesting of Property

If at any time during your employment, you (whether alone or with any
other person or persons) make any invention and/or creation and/or work
which relates either directly or indirectly to the business of the Company
and/or its Related Companies, you shall promptly disclose to the Company
full details, including drawings and models, of such inventions and/or
creations and/or works and you declare and acknowledge that such
inventions and/or creations and/or works shall be the property of the
Company.

19. Directorship

You shall not at any time during the continuance of your employment with
us be allowed to hold any executive and non-executive directorship in
any other business outside the Company, irregardless of whether there is
any conflict of interests or not, unless prior written consent has been
obtained.

20. Business Outside Company

You shall not during the continuance of your employment either alone
or jointly or in the partnership with any other person or persons firm
Company or corporation whomsoever directly or indirectly either by
yourself or your agent assistant or attorney or either in your own name
or otherwise, carry on manage or be in any way concerned engaged or
interested in any other duties business or employment irregardless of
whether this will result in any conflict of interests or not.

21. Negligence In Performance Of Work

21.1 You shall carry out your duties and responsibilities with due care
and diligence at all times and strictly adhere to the maintenance
and operating instructions from the manufacturers, the prevailing
operational procedures and regulations of the Company, including
ISO, if applicable, all orders and instructions issued by the Directors
or Company officers as well as the safety and health procedures of
the Company whenever and wherever these are applicable.

21.2 You shall not place at risk any asset of the Company in any
way, financially or legally, without prior written authorisation from
us. You shall take all measures and precautions to safeguard the
Company's assets and interests at all times.

21.3 We reserve the right to recover any financial loss from you through
salary deduction or any other means in the event that you fail to
exercise due care and diligence in carrying out your duties and
responsibilities or if you, through any unauthorised action on your
part, or your proven negligence, oversight and carelessness, have
caused the Company to suffer any quantifiable financial loss in any
way.

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22. Demotion

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 Should you fail to satisfactorily discharge the duties and responsibilities of
your office and whose conduct or performance is such that we have lost all
confidence in your ability to undertake the duties and responsibilities
assigned to you, we may exercise our entire discretion to demote you to
a lower position than your current post and you shall be paid a salary and
benefits apropriate to that lower position.

23. SOCSO / EPF / Income Tax

23.1 If required under the law, you shall undertake to become a member
of the Employees Provident Fund (EPF) and if applicable, a
member of SOCSO and you and the Company shall make such
statutory contributions to the EPF and SOCSO as may be required
under any relevant statute, law, rule or regulation for the time
being applicable and in force.

23.2 All statutory contributions to EPF and SOCSO together with all
income tax payable based on the scales set by the Inland Revenue
Board shall be deducted monthly from your salary under the PAYE
Scheme.

24. Training

You may be required to go for training either locally or overseas and in

return for such training, we may require you to enter into a Bond of
Service for such period of time as may be deemed necessary. Should
you breach the aforesaid Bond of Service, we shall be entitled to
impose on you, whatever financial penalties as may be stated in the
said Bond.

25. Suspension Pending Domestic Inquiry

25.1 Subject to changes in Industrial Law practices, we may at our

discretion, suspend you from your work at half pay for a maximum
of two (2) weeks pending the conduct of the Domestic Inquiry.

25.2 If the inquiry does not reveal any misconduct on your part, then we
will reimburse to you the full amount of remuneration so withheld.

25.3 If for any reason, the inquiry is not completed within two (2) weeks,
we shall exercise our discretion as to whether to permit you to
resume your duties or remain on suspension on full pay.

26. Disciplinary Procedure & Summary Dismissal

26.1 You shall face disciplinary action or dismissal for failing to meet our
standards of job performance and conduct (whether during working
hours or not) and attendance, or for breach of any of the terms and
conditions of employment.

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26.2 The following are non-exhaustive examples of the type of offences
which

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 shall lead to disciplinary action being taken against
you:-

26.2.1 Minor offences : poor job performance involving sub-

standard work, unpunctuality, absenteeism or any
minor breach of the Company's regulations;

26.2.2 Serious offences : negligence resulting in minor loss,

damage or injury, failure to comply with a specific
instruction; irresponsibility in relation to the Company's
property, employees, activities or impropriety in
relation to your tasks for the Company, whether or not
within working hours, which we reasonably consider to
be detrimental to or conflicting with the interests of the
Company or our agents or managers or is likely to
affect your standard of work; repeated breach of
Company’s rules and regulations; failure to disclose
any of your personal interests which conflicts with
your duty as Company employee and that of the
Company's agent or the Company's manager or the
Company's supplier with which you are engaged, or
any breach of confidentiality relating to the Company
or the affairs of its agent or manager;

26.2.3 Gross misconduct : negligence resulting in major loss,

damage or injury, assault or attempted assault; theft,
malicious damage to property; wilful disregard of
duties or of instructions relating to the employment;
habitual or substantial neglect of duties including
habitual absence from work without leave or absence
without other reasonable excuse; repeated breach of
Company’s rules and regulations; persistent poor
performance; your involvement in illegal strike/work to
rule; reoccurrence of minor or serious offences above;
deliberate and serious breach of confidence relating
to the Company's or its agent's or manager's affairs;
the use for personal ends of confidential information
obtained by you in the course of your employment;
falsification of records; alcohol or drug abuse; conduct
which violates common decency, or conviction on a
criminal charge relevant to your employment.

26.3 If you are dismissed for repeating acts of misconducts under

Clause
26.2.1 hereinbefore we may terminate your employment by
giving you one month's notice or payment of one month's wages
in lieu.

26.4 If you are dismissed for acts of misconducts under Clause 26.2.2
or Clause
26.2.3 hereinbefore or shall be guilty of fraud dishonesty insobriety
moral turpitude or any criminal offence, or shall in any way
misconduct yourself or incur illness which in the opinion of our
approved Medical Practitioner is due to your own misconduct or
wilful neglect and renders you unfit for the work assigned to you, or
becomes of unsound mind or are otherwise incapable of performing
your duties, or shall become bankrupt, or shall be guilty of a breach

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or non performance of any the convenants and agreements in this
letter contained and on your part to be observed and performed,
then and in any of such cases we shall be entitled at any time
thereafter to terminate your employment by immediate notice in
writing

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 to you without compensation.

27. Termination Of Employment

(After Confirmation Of Appointment)

27.1 If your employment is for a fixed term and in the event that we wish
to renew your employment when it expires, you shall be required to
indicate your acceptance/refusal of such renewal through prior
written notice in accordance with the period of time set below
before the date of expiry of your employment.

27.2 We may at our entire discretion terminate your employment by

serving on you two (2) months’ notice or in lieu thereof by paying
you two (2) months’ salary.

27.3 You shall also be entitled to serve us at any time two (2)
months’ notice in writing to terminate and put an end to your
employment, or by paying to us two (2) months’ilkuihgh salary
in lieu of notice.

28. Right To Search

We reserve the right to search your office and residence if we have a

reasonable cause to believe that certain Company’s documents, materials,
properties and equipment are in your possession or if we have
reasonable grounds to suspect that you have committed a theft of the
Company’s property.

29. Retirement

You shall retire upon attaining the age of fifty-five (55) and the validity
of the terms and conditions stated herein shall be deemed to expire on
such date.

30. Requirement To Return Property Of Employer

Upon your retirement or termination of employment, you shall be required

to return all properties of the Company, which are assigned to you during
your employment, failing which, we shall be entitled to recover from you
the cost of loss or damage suffered by us.

Such properties include but are not limited to all programmes, information
and data belonging to the Company, which is installed or stored in the
floppy disk(s), CD(s), zip disk(s), computer(s) or laptop(s) assigned to
you by us or in your private computer(s) and laptop(s).

31. Benefits

The Company reserves the right to vary, change or revise any of the
benefits and personnel policies and procedures from time to time.

32. Governing Law

The provisions herein stated shall be construed according to the laws of

Malaysia and both you and the hereby submit to the jurisdiction of the
courts of Malaysia.
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33. General

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 You are obliged to obey all instructions and orders issued by the Directors,
Managers or immediate superiors orally or written in fulfillment of the
terms and conditions of this letter.

You shall have made a truthful declaration of your personal particulars

including academic and professional experience and the details of
previous working records to us.

34. Marginal

The marginal notes shall not affect the interpretation hereof.

Kindly signify your acceptance or otherwise of this offer of employment by

completing the “Acknowledgement” portion in the duplicate copy of this letter
and return such duplicate copy, duly completed and signed, to the undersigned
by 20th July 2006.

Thank you.

Yours faithfully,
SCADEX TECHNOLOGIES SDN BHD

KERRY LO
Director

ACKNOWLEDGEM
ENT

To :

Scadex Technologies Sdn

Bhd 12-1 Persiaran Jubilee
Off Jalan Loke Yew
55200 KUALA
LUMPUR
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Attn : Ms Kerry Lo
Director

Dear Ms.Kerry,

RE : ACCEPTANCE OF OFFER OF EMPLOYMENT AS LINUX

ADMINISTRATOR

Your letter dated 30th of June 2006 bearing reference no SDX/HR-12/06 on the
above matter refers.

I hereby acknowledge my acceptance of the above offer of

employment. Thank you.

Yours faithfully,

Thanigaivel Murugan

Date :

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