Date: - 02 December 2009 No. : Letter of Appointment To, Mr.

Mithilesh Kumar Jha 212, Janaki Apartments, Plot No 7, Sector-22, Dwarka, New Delhi - 110077 Dear Mr. Jha, Subsequent to the various rounds of discussions you had with us, we are pleased to offer you a position in our organization as per the following terms & conditions: Designation Reporting To Date of Joining 1. Group CEO Chairman / Managing Director on or before 01 Feb 2010

TERMS OF APPOINTMENT: a. Your employment with us is subject to successful verification of your antecedent, educational degrees/certificates and testimonials. b. You will also submit a certificate of release from your previous organisation at the time of your joining. Your appointment is also conditional upon your being free from any contractual restrictions preventing you from accepting this offer or starting work on the date of joining. c. You represent and warrant that you are not bound by or subject to any court order, agreement, arrangement or undertaking (including but without limitation any non-competition or non-solicitation undertakings) or any other disability of any nature which may restrict or prohibit your employment with us.

2.

COMPENSATION AND BENEFITS :

Your compensation and benefits shall be as per the enclosed annexure A. Please note that all compensation and benefits are subject to applicable taxes and other statutory deductions. You are expected to keep all the information related to your compensation and benefits confidential. Besides the regular monthly compensation, you would be entitled for an annual bonus of up to 4 times your gross monthly compensation. The determination of the annual bonus shall be to the discretion of the management and would be linked to your performance and the profitability of the business of the company. Firms policy on remuneration reviews is that they are conducted annually in January of each year and are discretionary. In the event that your contract is in place, the first review of your Base Salary and Bonus will be in January 2011. You will be paid monthly on or around the last working day of each month for the period covering the first day to the last day of each month. Payment will be made either directly into your nominated bank account in India or by an account payee cheque in your favour payable at your place of posting. The firm will be entitled, at any time during your employment, or in the event of termination, however arising, to deduct from your salary any monies due from you to the firm, including, but not limited to loans or advances, and any excess holiday pay. You will be entitled to receive a payment of gratuity at the end of your service with us as per the statutory provisions in this regard subject to you having completed a continuous tenure of employment of 5 years or more with us on the rolls of any of the group companies.

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3.

REIMBURSEMENTS:

Besides the direct compensation and benefits, all your expenses incurred for and on behalf of the company shall be reimbursed to you every month on production of the proof of such expenditure. This would include costs incurred on business related communication, travel, transportation (excluding the cost of to and fro transportation from residence to the normal place of working), guest entertainment or any other cost of similar nature. 4. MEDICAL BENEFITS

You will be covered under a personal accident insurance policy from the commencement of your employment. Additionally, you and your immediate dependants will be covered under the companys group medical insurance and hospitalization scheme.

5. WORK SCHEDULE AND LEAVE

Your normal working hours shall be from 9:00 AM to 5:30 PM from Monday to Friday however occupying a senior leadership role in the company, you would be expected to work beyond these designated hours and days as and when required by the business. You would be entitled for an annual paid leave of 30 working days which would need to be availed during the calendar year. Any unutilised leave remaining at the end of the calendar year shall have to be utilised within the first 3 months of the subsequent year at the end of which all the unutilised leave for the previous year would lapse automatically. The company shall declare certain days as company holidays including the national holidays and the same shall be applicable to all the employees of the company. 6. NOTICE PERIOD :

This contract of employment can be terminated by either party by giving a 3 months advance notice. The Company shall have the right to terminate your employment without notice if: a) You commit any material breach of any of your duties and responsibilities under this contract. b) Any particulars mentioned in your application are found false at any point of time or it is found that you wilfully suppressed any material information. c) You are charged with any criminal offence, which is prejudicial to the interest of the Company. d) If at any time in our opinion, which is final in this matter, you are found guilty of dishonesty, disorderly behaviour, negligence, indiscipline, absence of duty without permission or any other conduct considered by the company as detrimental to the interest of the company. This would include non-performance or any attitudinal issues. 7. PROBATION

You will be on probation for a period of six months. On completion of the probation period the services of an employee would be deemed to be confirmed unless notified of an extension of probation. During the period of probation the firm reserves the right to terminate your services at any time without giving you any notice thereof. 8. TRANSFER: Your normal place of work shall be within the national capital territory of Delhi however, the company reserves the right to transfer you to any other place as per the requirements of the company. You can be transferred in such capacity as the company may from time to time determine to any other location, department and establishment of the company. In such case, you will be governed by the terms and conditions of services applicable to the new assignment.

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9. CONFLICT OF INTEREST: The Company has adopted a Code of Conduct Policy in respect of its employees and you shall be bound by this policy. This policy is intended to avoid conflict of interest between the interest of the Company and the personal interest of an employee in its dealings with suppliers, customer and all other organizational or individuals doing or seeking to do business with the Company. 10. TERMINATION / RESIGNATION: At the time of termination / resignation, you will immediately hand over to the company all correspondence, documentation, data, software etc. and all the hardware including computer, laptops, printer, mobile phone, blackberry or any other item in your possession belonging to the company or relating to its business and shall not make or retain any copies of these items without specific written permission from the management. 11. RESTRICTIVE COVENANTS: While in employment with us, you will not engage yourself for gain or otherwise in any other employment, avocation, business nor will you undertake any course or study or training which will be prejudicial to the interest of us or our clients without the written permission of the management. We take this opportunity to wish you the very best in your tenure with us. Yours sincerely, For ANS CONSTRUCTIONS LTD (Mehinder Sharma) Managing Director / Authorised Signatory You are required to submit a copy of this letter duly signed by you as a token of your acceptance of all the terms and conditions of this appointment. NAME: Mithilesh Kumar Jha SIGNATURE WITH DATE: -------------------------------------------

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(CONFIDENTIAL)

Annexure - A (Enclosure to the letter of appointment dated 2nd Dec 2009) Name : Mithilesh Kumar Jha Designation : Group Chief Executive Officer A Monthly Earnings Gross Per Month 139000 83400 41700 1600 16680 282380 3388560 Per Month 73367 16680 90047 175653 1129520 Actual Per month Taxable Non Taxable 139000 83400 41700 1600 264100 3169200 1600 19200

Basic HRA Special Allowance Transport Allowance Employers contribution to PF Total Per Month Total Per Annum Deductions Income Tax Provident Fund Total Deductions per month Net in hand salary per month in INR B.

Annual Bonus Potential = 4 times gross monthly salary in INR =

for ANS Constructions Ltd.

(Mehinder Sharma) Managing Director / Authorised Signatory

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(CONFIDENTIAL) Date: - 02 December 2009 No. : Addendum to Letter of Appointment To, Mr. Mithilesh Kumar Jha 212, Janaki Apartments, Plot No 7, Sector-22, Dwarka, New Delhi - 110077 Dear Mithilesh, Further to the detailed terms enumerated in the letter of appointment dated 2nd December 2009 issued to you by ANS Constructions Ltd., we commit to pay you Rs. 100,000/- ( Rupees one lac only) per month net of any deductions in addition to the compensation payable to you by the company as per the terms of your appointment. This additional amount will be paid to you along with your monthly salary. Besides the per month additional compensation of Rs 100,000/- (Rupees One Lac only), you would also be entitled for an annual additional compensation of Rs 400,000/- (Rupees Four Lac only) which would be paid to you net of taxes at the time of payment of your annual bonus. Please note that the information related to these additional compensations is to be kept highly confidential and is not expected to be disclosed to anyone including any employee of the company without obtaining a prior permission from the undersigned.

Yours sincerely, For ANS CONSTRUCTIONS LTD (Mehinder Sharma) Managing Director / Authorised Signatory

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