AGREEMENT

This Agreement is entered on this the 1th day of april 2010, by and between:

M/s. Beetel Teletech Limited, a Company organized and existing under the laws
of India and having its principal place of business at D-47, Okhla Industrial Area,
Phase-I, New Delhi - 110020, India (hereinafter referred to as “Beetel”)

AND
ABC LIMITED .a Company organized and existing under the laws of China and
having its principle place of business at
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---------------------------------(hereinafter referred to as “CPM”).

WHEREAS BEETEL is the owner of the internationally renowned brand ‘beetel’

and is engaged in the business of manufacturing and marketing of wide range of
Telephones and marketing & distribution of GSM Phones, DSL Modems & other
allied Broadband Products and Set Top Boxes.

AND WHEREAS BHARTI is desirous of expanding its horizons by introducing

various IT products in the domestic as well as international markets and its further
desirous of appointing manufacturers having requisite manufacturing, research and
development facilities, for developing and manufacturing new range and models of
Keyboard and Mouse under its brand name ‘beetel’ or under any other brand
name.

AND WHEREAS CPM has represented to BEETEL that it has requisite resources
including manufacturing and research and development facilities to develop new
models of Computer Casings and power supply in Shenzhen ,China.

AND WHEREAS BEETEL on the express representations of CPM has agreed to

entrust the work of development of certain models of Casings and smps in
Shenzhen, China on an exclusive basis, to CPM. The model of Casings and
SMPS to be developed and supplied is more particularly described in Annexure
‘A’ to this Agreement (hereinafter collectively referred to as the ‘Contractual
Products’).

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. DURATION.

This Agreement shall be for a period of One year from 01/04/2010 to

31/03/2011 or unless terminated earlier in accordance with the provisions of
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 this Agreement. On the expiry of the agreement by afflux of time the Parties
may after mutual discussions extend this agreement for such further period
and on such terms and conditions as mutually agreed upon.

2 PRICING AND OTHER COMMERCIAL TERMS

It is agreed between the Parties that the price of Contractual Product and
other commercial terms including the terms of delivery, transfer of risks etc.,
would be as per annexure ‘A’

3. CONFLICT OF INTEREST.

CPM agrees to ensure that during the tenure of this Agreement it shall no
way be involved in any dealing in respect of Contractual Products with any
third parties which in the opinion of BEETEL may likely to result in conflict of
interest of CPM and BEETEL may at its sole-discretion opt to exercise its
right in the event of any such dealings of CPM with third parties which may
adversely affect or likely to adversely affect its commercial interest.

Further in the event CPM without previous consent of BEETEL engages in

any such dealings in conflict of its interest under this Agreement then
BEETEL has the right to seek compensatory damages and force CPM to
account for the profits.

4. QUALITY SUPPLIES

CPM shall also ensure that the Contractual Products are in compliance with
the design information and specifications as informed by BEETEL and shall
conform to the applicable laws, legislations, regulations or byelaws more
specifically Weights and Measurement Act and Packaged Commodities
rules, 1977. In this respect BEETEL shall during the development stage
keep CPM informed of the applicable laws, legislations etc. to enable CPM
to ensure compliance with such laws, legislations etc. However if on
account of the failure of CPM to comply with the applicable laws, regulations
etc. any claim or costs are imposed on BEETEL, CPM shall indemnify and
keep BEETEL indemnified against all claims and costs.

5. INSPECTION

5.1 CPM will permit representatives of BEETEL during normal working hours
without notice to enter upon CPM’s premises and to undertake quality
control tests, technical checks and examination of plant, equipment,
materials, inputs and packaging materials used for the manufacture of the
contractual Products. CPM shall also allow the representatives of BEETEL
to inspect the production methods employed by CPM and all necessary
records and documentation to ensure that CPM’s obligations under this
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 Agreement are being met. CPM shall also if so requested by BEETEL,
provide copies of the documents, records, data, information pertaining to the
operating, quality control aspects of the present Agreement. The authorized
representatives of BHARTI shall include its employees, auditors etc.

5.2 BEETEL shall have the right to carry out the Pre shipment inspection at
CPM’s premises for every shipment prior to its dispatch and CPM shall
deliver the material to nominated forwarder of BEETEL only after receiving
the Pre Shipment Inspection Certificate from BEETEL. Provided that any
such Pre-Shipment Inspection shall not prejudice or deemed as waiver of
right of BHARTI for post-shipment or delivery inspection within a reasonable
period of time after the same is brought to the notice of BEETEL either on
its own or through any of its sub-distributors or dealers or end-users for
Contractual Products lying in their Premises.

5.3 BEETEL shall have the right to immediate replacements of the Contractual
Products besides incidental costs in the event of return of Contractual
Products either not conforming to desired standards or shortages, defective
or not of merchandisable quality due to any reasons whatsoever.

6. SERVICE AND WARRANTY

6.1 CPM shall be responsible to service the Contractual Products for BEETEL.
CPM shall support BEETEL by providing, on Free of Cost basis, Contractual
Products / their Spares, as agreed percentage of FCA value of the
consignments of Contractual Products supplied by CPM to BEETEL.

6.2 In case the Contractual Products supplied by CPM are found defective for
any or all types of defects occurring in more than 4% (Four Percent) (but not
include software defects ) of each consignment within a period of 14 Months
from its delivery to BEETEL, CPM at BEETEL’s request shall promptly
address the nature of defect(s) by devoting all its necessary resources.
Depending on the nature of defect and corrective plan, CPM, at its cost,
shall compensate BEETEL at its option, either with the supply of parts or
sub-assemblies or complete Contractual Products so as to enable BEETEL
to replace / rectify the defective Contractual Products.

6.3 In case BEETEL needs the spares from CPM in addition to agreed FOC,
then CPM shall supply the required spares as per time schedule given by
BHARTI and on prices mutually agreed in writing between
the Parties.

6.4 CPM shall provide the necessary technical write up and other technical
information to BEETEL in order to facilitate the after sales service of the
Contractual Products.

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6.5 CPM shall provide, free of charge, necessary training to the representatives
of BHARTI at their facility in INDIA to carry out the required repair for the
Contractual Products.

7. NON DISPOSAL

CPM shall not release, dispose or rework any Contractual Products or any
packaging material bearing the trademark or design of BEETEL, found or
alleged to be defective, without BEETEL’s prior approval in writing. Further
CPM undertakes to account for profits besides compensatory damages for
actual and consequential losses to BEETEL arising through any wrongful
use of trademark or design of BEETEL on its own or by any of its agents or
employees without prejudice to any other lawful right of BEETEL under the
applicable laws.

CPM further undertakes that neither the contractual products or any process
involved in development of contractual products infringes any registered
patent, copyright or trademark or design of any third parties having the
principal place of business in India or outside India. Provided further
undertaking against infringement extends to any third parties having
exclusive marketing rights or any title derived from the original patent holder
or copyright holder design or registered trade mark holder including
registered user or assignee of such trademark, patent or copyright or
design.

Provided further that any loss including losses on account of ad-interim

injunction or permanent injunction ,arising to BEETEL due to any claims of
third parties for infringement by CPM of their Intellectual Property rights
shall be indemnified by CPM.

8. TERMINATION

8.1 Either Party may terminate this Agreement, with or without cause, by giving
a 30 days prior written notice to the other Party.

8.2 Without prejudice to BEETEL’s other remedies, BEETEL shall have the right
to terminate the Contract forthwith if:

a) CPM commits a material breach or persistent breaches of the Contract and

fails to remedy the breach within 15 days of receiving of written notice to do
so; or

b) CPM becomes insolvent, ceases to trade, compound with its credits,

commits an act of bankruptcy, or a bankruptcy petition or bankruptcy order
is presented or made in relation to CPM, or has a receiver appointed, or a

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 resolution or petition to wind up CPM is passed or presented (otherwise
than for reconstruction or amalgamation).

c) CPM engaging in submissions of any false or misleading claims to

BEETEL..

d) CPM uses the BEETEL’s name in promotion or marketing of its business.

e) Continual supply of defective products in three(3) consecutive Purcahse

Orders.

f) CPM in any manner promotes directly or indirectly any counterfeit

Contractual Products with or without using any trademark or property mark
of BEETEL.

9. CONSEQUENCES OF TERMINATION.

Upon termination of this Agreement, and unless otherwise agreed in writing,

both Parties shall honour their obligations existing before termination and
CPM shall immediately:

a) desist from any further use of the CONFIDENTIAL DATA and return
the same to BEETEL.

b) desist from any further use and return or destroy, at BEETEL’s

option, finished goods, packed or otherwise, bearing any trademarks
of BEETEL and handover the moulds developed by it for the purpose
of this Agreement. The Contractual Products already manufactured
by CPM shall be supplied to BEETEL as per the terms already
agreed between the parties.

c) BEETEL shall immediately pay to CPM for all the finished products,
packed Products, Semi-finished Products and on-line producing
products under formal Pos,within fifteen days after receiving CPM’s
written list of Payment.

10. FORCE MAJEURE

Neither party shall be liable to the other party for any delay or non-
performance of its obligations hereunder in the event and to the extent that
such delay or non-performance is due to an event of Force Majeure.

Events of Force Majeure are events beyond the control of the Parties which
occur after the date of signing of this Agreement and which were not
reasonably foreseeable at the time of the signing of this Agreement and
whose effect are not capable of being overcome without unreasonable
expense/or loss of time to the Party concerned.
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 Each party shall inform the other party of the occurrence of any event of
force Majeure, its expected duration and cessation, respectively without
delay.

In the event that performance of this Agreement becomes substantially

suspended as the result of an even of force Majeure for a continuous period
exceeding 30 days, then either party has the right to cancel the Agreement
in respect of the unperformed part of the Agreement. Neither party shall
incur any liability to the other party as a result of cancellation pursuant to
this Article.

11. CONFIDENTIALITY

It is expressly agreed upon by CPM that all business dealings between

CPM and BEETEL shall be kept strictly confidential between both the
parties. CPM shall not directly or indirectly disclose any information for
example price, quantity, technical specifications etc., of the business
dealings to any other customer, business associates in India or any other
part of the world. It is also clearly understood by CPM that breach of this
confidentiality agreement shall result in immediate termination of this
agreement for which CPM shall be solely responsible.

12. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

It is expressly agreed between the Parties that CPM shall NOT have the
rights to sell the Contractual Products with BEETEL logo or brand name to
any other customer except BEETEL. CPM shall have no right of whatsoever
nature on the Intellectual Property Rights of BEETEL including third party
“IPR’s” contained in the products, except as mentioned in the Agreement

13. This Agreement shall be governed by the Laws of India and supercedes all
previous arrangements, understandings, agreements etc. between the
Parties except those pertaining to Non-Disclosure of Confidential
Information .

14. DISPUTE RESOLUTION

Any and all disputes, controversies and conflicts (“Disputes”) arising out of
this Agreement between the Parties or arising out of or relating to or in
connection with this Agreement and the performance or non-performance of
the rights and obligations set forth herein or the breach, termination or
invalidity thereof shall be referred to the Managing Director/Chief Executive
Officer/Manager/Proprietor of each Party to be settled jointly and amicably
within (21) days after written notice of such Dispute has been given by one
party to the other party.

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 Failing an amicable settlement of any Dispute pursuant to the above within
the specified 21 days period, such Dispute arising out of or relating to this
Agreement, shall be settled by arbitration in accordance with the Arbitration
In accordance with the rules for Singapore .

The place of arbitration shall be Singapore and the language used in the
arbitral proceedings shall be English.

Pending the submission to arbitration and thereafter until the tribunal

renders its award or decision, the Parties shall, except in the event of
termination of this Agreement or in the event that injunctive or other
equitable relief is granted under this Article continue to perform their
obligations under this Agreement.

15. MISCELLANEOUS

This Agreement is the final and conclusive statement of the Agreement

between the parties with respect to the subject matter of this Agreement.
This Agreement supercedes all other agreements, whether oral or in writing,
statements and representations made by the parties hereto with respect to
the subject matter of this Agreement, and all other agreements, statements
or representations are hereby terminated and are of no consequence, nor
shall they be used to interpret or construe the provisions of this Agreement.

Relationship between the Parties shall be on Principal to Principal besides

on arm’s length basis.

Without the prior written and express consent of Principal, Service Provider
shall not assign or transfer this Agreement as a whole or in part to any third
party.

Modifications or amendments to this Agreement are only binding in written

form, signed by authorized representatives of both parties and if expressly
referring to this Agreement.

The provisions of this Agreement are severable. If any provisions herein is

held by a court of competent jurisdiction or otherwise to be invalid or
unenforceable, then such invalidity or unenforceability shall not affect the
validity and enforceability of the remaining provisions of this Agreement
unless such invalidity or unenforceability (i) renders substantial compliance
with or performance under this Agreement practicably impossible or (ii)
materially and adversely alters the relative duties and benefits of any party
hereto.

The failure of either party to enforce any provision of this Agreement with
respect to the duties and obligations of the other party shall not be deemed
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 to be a waiver of such duty or obligation; nor shall it be construed as
stopped such party from taking any action or exercising any remedy
permitted in this Agreement or under law upon the subsequent occurrence
of any similar or identical failure or breach, or upon the failure of the other
party to subsequently cure such breach.

All communications between the Parties shall be made either through email
or Registered A.D addressed to the Specified Point of Contact at the
registered office of the Parities.

The captions used in this Agreement are for convenience only and may not
be used to interpret the provisions hereof. In any case where captions and
related text conflict, the text will prevail.

IN WITNESS whereof the Parties hereto have executed there presents the day
and the first above written.

FOR & ON BEHALF OF BEETEL FOR & ON BEHALF OF CPM

Signature : Signature :
Name : Name :

IN THE PRESENCE OF:

1. 2.

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 ANNEXURE-A”

Customer : Beetel
Model No and : To Be discussed
Product Version : As per Indian specifications provided by Beetel
Unit Price (FOB Shenzhen) : To Be discussed
Other Terms Common

Product Packaging : As per details provided by Beetel

Payment Terms : The Payment terms agreed are

To be discussed

Delivery Terms : As per details provided by Beetel in the PO’s

Transfer of Risk : On delivery of the Products

The contents of this Annexure may be amended on terms mutually decided

between the Parties in writing.

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