Service Agreement This Service Agreement (Contract) is made on this 1st December, 2011 at New Delhi BETWEEN Brightpoint

India Pvt. Ltd. a Company duly incorporated under the Companies Act, 1956 and having its Registered Office at B-92, 9th Floor, Himalaya House, 23, Kasturba Gandhi Marg, New Delhi and Corporate Office at 76, Okhla Industrial Estate, Phase III, New Delhi 110020, through its Chief Financial Officer, Mr. Michael Archdeacon (hereinafter referred to as Company) which expression unless repugnant to the context or meaning thereof shall mean and include its successors and permitted assigns) of the one part. AND Leena Gambhir R/o ________________________________ (hereinafter referred to as "Consultant") which expression unless repugnant to the context or meaning thereof, shall mean and include their heirs, executors, administrators, legal representatives and assigns of the other part. The "Company" and Consultant individually referred to as "Party" and collectively as "Parties". RECITALS A. The Company is engaged in the business of promoting, marketing and distributing wireless telecommunication devices and performing certain services with respect to such products. B. Consultant is in the business of providing consulting services and has agreed to provide Company the services as listed under Annexure 1 (Services). C. Company has considered the proposal of Consultant and has agreed to appoint Consultant in accordance with the terms and conditions set forth in this Contract. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and agreements contained herein, the Parties agree as follows: 1. Company hereby appoints Consultant to provide the Services as listed under Annexure I on the terms and conditions as mentioned under this Contract. The additional terms and conditions of such appointment are also mentioned under Annexure II. Annexure I and Annexure II may be modified, in writing, by the Parties with mutual consent.

2. This Contract shall become effective on the date first written above and, unless sooner
terminated or canceled as provided in this Contract, shall remain in full force and effect until the first (1st) anniversary thereof. This Contract shall renew for successive one (1) year periods on each anniversary thereafter by mutual written agreement of the Parties, executed by both Parties at least thirty (30) days prior to the expiration date of the initial or successive term. Either Party may terminate this Contract immediately upon the other Party's breach of this Contract. Either Party may terminate this Contract, for any reason

or no reason, upon delivering thirty (30) days' prior written notice to the other Party, setting forth the effective date of such termination. Consultant agrees to perform the Services in a professional and competent manner, consistent with standards in the industry.

3. Consultant will be paid a fee as mentioned under Annexure III or such other sum as may
be mutually agreed, in writing, between the Parties from time to time. The payment of the fees will be made by the Company to the Consultant latest by 7th day of the immediately subsequent month in which the Services are provided by the Consultant. Apart from this, any necessary and appropriate incidental expenses, which are preapproved in writing by the Company, will be paid on actual, as and when incurred upon submission of proper written invoices.

4. For the performance of the Services, the Consultant will be provided Company owned
laptop and data card which shall be immediately returned to the Company on the termination of the Contract.

5. Neither Party shall do any act, deed or think in violation of terms of this Contract. Each
Party shall at all times conduct its efforts under this Contract in strict accordance with all applicable laws, regulations and rules and with the highest commercial standards. Each Party represents and warrants that it is familiar with the provisions of the U.S. Foreign Corrupt Practices Act ("FCPA") and has reviewed a copy thereof available at http://www.usdoj.gov/criminal/fraud/fcpa and is not currently a representative, employee or officer of a government or political party and that it has no knowledge of any act that has been taken or is contemplated that would violate the FCPA in connection with performance of this Contract. Each Party agrees that it shall not make or promise to make any gift or payment of money or anything of value either directly or indirectly to any officer or employee of a government or any department or agency thereof, or to any political party or candidate for political office, for the corrupt purpose of inducing such official, employee, party or candidate to misuse his or its position or to influence any act or decision of a government in order to obtain, retain or direct business to either Party. 6. All notices/communications required to be sent to either Party shall be in writing and sent by registered post or delivered against acknowledgement at the address mentioned herein or at the last known address of such Party.

7. All original documents pertaining to the Services shall remain the property of and be
retained by Company. Company shall have the right, at its own expense, to inspect and audit all of the transaction records related to this Contract; provided, that Company provides Consultant with reasonable notice prior to such audit and any such inspection and audit shall be conducted during regular business hours in such a manner as not to interfere with normal business activities.

8. This Contract shall be binding upon and inure to the benefit of the Parties hereto and
their respective affiliates, successors, assigns and heirs. Company may assign or transfer this Contract or any rights or obligations hereunder without the prior written consent of Consultant. Consultant shall not assign or transfer his/her/its services under this Contract except with the prior written consent of Company.

9. You shall keep the Company fully indemnified against any loss, damage, expense, and
claim from any third party, arising out of your negligence or act of commission or omission. 10. In case any dispute arises between the Parties regarding this Contract the same shall be resolved by Parties mutually and if such efforts fail, then dispute shall be decided under the exclusive jurisdiction of courts at Delhi only.

11. Consultant shall take all necessary steps for safeguarding all the documents pertaining
to Company. Consultant will not disclose or forward any information, documents or a paper concerning the working/ business of Company of which he/she/it becomes aware by virtue of executing and performing Services under this Contract. Consultant shall ensure the strict observation of confidentiality by imposing a duty of confidentiality on his/her/its personnel or by taking other appropriate steps. The duty of confidentiality applies irrespective of whether or not the Contract has terminated, expired or otherwise ceased to apply. 12. The Parties here to have set and subscribed their hands on the day and year first above written. IN WITNESS WHEREOF, the undersigned have executed this Contract as of the date first above written. For and on behalf of Brightpoint India Private Limited For and on behalf of Consultant

Michael Archdeacon

Leena Gambhir

Annexure I Services
1.

2. 3. 4. 5. 6.

To ensure constant guidance for preparation of quality and environmental system and documentation for all levels. To control quality and environmental system documents (internal and external). To plan, schedule and organise periodic internal audits. To analyse the audit results. To initiate management reviews to evaluate effectiveness of quality and environmental systems. Coordination with concerned agencies for ISO certification.

Annexure II Additional Terms and Conditions

1. Regular follow ups with the teams for pending actions. Periodic Audit Report Circulation (Internal Audits, ISO 9001 & 14001 Audits) 2. 80 hours working during the month including office visit every fortnight or on dates as discussed with the Manager 3. The time allocation for specified task / projects to be agreed with the Manager 4. Performance indicators to be defined as per mutually agreed targets and time lines

Annexure III Fees

1. Would be paid Rs. 30,000/- per month as fees, for minimum 10 working days.
2. Additional day would be paid for at Rs. 3000/- per day.