July 22, 2010

Dear,

Sub: Letter of Appointment

We are pleased to confirm your appointment to Pearl IT Services (INDIA) Pvt

Limited as per the terms stated in our offer-dated October 22, 2010.

As an organization we have set for ourselves ambitious business targets and

your efforts, I am sure, will help us in achieving these goals as we go ahead. It
will be an exciting journey for you with immense opportunities to learn, and
enhance your personal and professional growth.

Welcome to PITS team and let’s make this the beginning of a fruitful
association.

Wishing you all the best for the years ahead!

Warm Regards

Sincerely

Yugandhar
Location Head

Confidential PITS Offer Letter Page 1 of 8

July 22, 2010

Sub: Offer of Appointment

We are pleased to extend to you an offer of appointment, as Software

Engineer, at Pearl IT Services (INDIA) Pvt Limited (PITS). You will be based
out of our office in Hyderabad. We value your experience and the capabilities
you bring to the PITS team. I am confident that this role in PITS will provide
you, with an outstanding opportunity to showcase your skills, develop your
career further, and accomplish your professional goals.

The terms of our offer are:

1. As Software Engineer, you agree to devote the whole of your

professional time, attention and energy to the performance of these
duties and not, directly or indirectly, to consult with, advice, work for or
have any interest in any competing business or pursuit during this
employment that creates a conflict of interest. Annexure A lists additional
details, which will apply to your job role.

Your fixed compensation will be `1, 20, 00 /- only (Rupees One Lac, & twenty
thousand only) on an annualized basis. Please note that tax will be deducted at
source from your gross compensation above, in compliance with prevailing tax
regulations. The compensation break up applicable is listed in Annexure B.
You are also expected to keep your salary details confidential at all times.
We request you to undergo a medical check-up at our approved medical center.
A letter to that effect is enclosed. Your joining us is contingent upon your being
pronounced fit by the medical examiner.

Background check will be carried out soon after your joining. However, if the
results of the reference check being unsatisfactory, continuation of employment
is not possible.

Confidential PITS Offer Letter Page 2 of 8

Please confirm your acceptance of this offer by signing and returning one of the
original offer letters before October 29, 2010. Your signature below will
acknowledge that you have read, understood and agreed to the terms and
conditions of this offer.

Welcome to PITS and we look forward to your contributions in growing the

business.

Best wishes,

Yugandhar
Location Head

Acceptance of Employment Offer

I, ---------------------------------, agree to accept the offer of employment on the

terms and conditions detailed in this offer letter.

I look forward to joining Pearl IT Services (INDIA) Pvt Limited on

----------------------.

Signature Date

Name

Confidential PITS Offer Letter Page 3 of 8

 ANNEXURE - A

TERMS AND CONDITIONS OF EMPLOYMENT

I BENEFITS

1. Medical Benefits

Medical expenses for self and family including spouse, children and
dependent parents are reimbursable subject to a ceiling as indicated in
Annexure B (CTC Sheet). Medical claims are to be supported with
necessary documents/bills.

2. Provident Fund

12% of the basic salary will be recovered every month towards

employee’s contribution to the PF and the company will make a matching
contribution.

3. Gratuity

Gratuity shall be admissible as per the provisions of the Payment of

Gratuity Act, 1972, as applicable from time to time.

4. Leave Travel Allowance

Employees are eligible for Leave Travel Allowance as per statutory rules
on the subject up to the limit as indicated in Annexure B (CTC Sheet).

Confidential PITS Offer Letter Page 4 of 8

II. OTHER TERMS AND CONDITIONS:

1. You shall use your best energies and abilities on a full-time basis to
perform the employment duties assigned to you, at locations designated
by the Company, including customer offices. Your employment shall
comply with all rules, regulations and procedures of the Company.
During the period of your employment with the Company you will not
carry on any business or offer your services for any part of your time or
be employed in any other company or person or on your own. You will
devote your entire time and attention at work to your duties to promote
and further the interests and business of the Company.

2. You can be posted at any of the various divisions of PITS (the Company)
/branches /subsidiaries /affiliates /associates /sister-concerns either
domestic or overseas. You will abide by the company’s rule and
regulations as may be in effect from time to time with respect to your
function, grade or location where you work in.

3. You will be on probation for a period of six months from the date of
joining the services of the Company. If necessary and at the discretion
of PITS, the probation period may be extended by a further period of
three months. You will be confirmed for employment upon successful
completion of your duties and responsibilities. During probation, either
party can give notice of separation of employment, subject to thirty days
notice in writing.

4. For separation with no cause, either party may give notice of separation
of employment at any time in writing, subject to sixty days notice in
writing. The Company has a right to waive the notice period on payment
of a sum of money equal to two month’s basic salary in lieu thereof.
Following any termination of the period of employment, you shall fully co-
operate with the Company in all matters relating to the winding up of
pending work on behalf of the Company and the orderly transfer of work
to other employees of the Company.

Separation for Cause: At any time, by notice to you specifying the reason for
termination, the Company may terminate your employment for cause.
Termination for “cause” means the failure on your part to properly carry
out your duties after notice by the Company of the failure to do so and
an opportunity for you to correct the same within a reasonable time
from the date of receipt of such notice, conviction for theft, fraud or
another serious crime by a court of competent jurisdiction, or
dishonesty or gross, willful and persistent misconduct by you involving
the property, business or affairs of the Company or the carrying out of
your duties. The Company is liable to pay you only the Basic
component of the compensation then due and owing, together with
accrued leave and benefits prior to the date of termination.

Confidential PITS Offer Letter Page 5 of 8

 5. During your employment, you shall not directly or indirectly solicit away
any corporate opportunities or otherwise engage in any conduct adverse
to the best interest of the Company. You shall not divulge any
confidential information of, or violate any agreement with, your prior
employers or their clients. You shall not indulge in any act of
commission that is likely to harm or affect prejudicially the reputation of
the Company. It is also your duty to bring to the notice of management
any acts or commissions of any other employee which affect the
Company prejudicially, immediately as it comes to your knowledge.

6. During the period of your employment and for a period of two (2) years
following the termination of your employment for whatever reason (which
time period shall be extended by the length of time during which you are
in violation of this paragraph), you shall not directly or indirectly solicit the
business of (or otherwise deal in a manner adverse to the Company), or
provide any software engineering, consulting or programming services
to, the customers or end-users of customers of the Company for which
you provide services or were associated prior to your termination, nor
directly or indirectly solicit the services of (or otherwise deal in a manner
adverse to the Company with) any employee of the Company or induce
such employee to terminate his or her employment with the Company.

7. PITS have a code of conduct, confidentiality and non-compete

agreements, primarily to address working standards and business
interests. You will be requested to sign your acceptance and adhere to
these norms on joining the company. You should observe strict secrecy
respecting all transactions of the Company, its trade secrets, its business
strategy, its business ideas, names of its customers, clients, vendors,
employees etc., and its state of accounts. You shall not reveal any of the
matters which may come to your knowledge about the Company except
when required to do so by a Director or by a court of law and only so far
as is necessary, to comply with it.

8. Any product created, service rendered during the course of your

employment, include but not limited to any intellectual property in relation
thereto will be for and on behalf of the Company shall solely and
exclusively belong to the Company. If you conceive any new or
advanced methods of improving process/formulae/systems in relation to
the operation of the company, such developments will be fully
communicated to the company and will remain sole right/property of the
company.

9. You will be responsible for the safekeeping and return in good condition
or order of all of the Company’s properties, which may be in your use,
custody, care of or charge. The Company shall have the right to deduct
the money value of such properties from your dues and take such
actions as deemed proper in the event of your failure to account for them
to the Company’s satisfaction.
Confidential PITS Offer Letter Page 6 of 8
 10. You are required to stay at least for a period of 6 months from the time
you return from any overseas training, technology/knowledge transfer
assignment, failing which you will be liable to pay back the company all
related expenses

11. The age of retirement will be on attainment of fifty-eight years (last day of
your fifty-eighth birthday. For this purpose, the date of birth as declared
in the application form/records submitted as proof of birth date will be
treated as final). However, the management at its discretion may extend
this age, in individual cases.

12. Notwithstanding anything herein contained, any breach of any of the

above clauses or any instances of misconduct of any description
whatsoever on your part or any act detrimental to the interests of the
Company or loss of confidence by the management in you may entail
dismissal with forfeiture of the right to notice.

13. All Employees will be governed by the general establishment rules of the
Company, which is in force from time to time.

Confidential PITS Offer Letter Page 7 of 8

 ANNEXURE – B

Fixed Compensation Break Up

Name :

Designation : Software Engineer

Components Monthly(Rs.) Annual(Rs.)

BASIC
16,625 199,500

HRA
9,975 119,700

CONVEYANCE 8,00 9,600

GROSS TOTAL
47,500 570,000

Yugandhar
Location Head Employee’s Signature

Restricted PITS Offer Letter Page 8 of 8