AMENDMENT NUMBER 2 TO INDEMNIFICATION AGREEMENT

AMENDMENT NUMBER 2 TO
INDEMNIFICATION AGREEMENT

               This Amendment Number 2 (the “ Amendment Number 2 ”) is entered into as of the 23 ^rd day of June, 2008, by and between Flextronics International Ltd, a Singapore corporation (“ FIL ”), and Thomas J. Smach, a former officer of FIL and the Company (“ Smach ”).

           Whereas , FIL has requested that Smach continue to serve as the Flextronics representative on the Board of Directors of Aricent Inc. (“ Aricent ”) following his separation from service as an employee of Flextronics; and

           Whereas , pursuant to an Indemnification Agreement dated as of January 8, 2003, as amended June 19, 2007, by and among the Company and Smach (the “ Indemnification Agreement ”), FIL agreed to indemnify Smach and advance expenses to Smach to the fullest extent (whether partial or complete) permitted by law and as set forth in the Indemnification Agreement and agreed to indemnify Smach against claims related to Smach’s service as FIL&rs