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THE LICENSORS

Consulting Services Agreement

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FUNDTECH LTD | CASH TECH SOLUTIONS INDIA PVT. LTD.

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Title: THE LICENSORS
Date: 5/27/2005
Industry: Software and Programming    

50 of the Top 250 law firms use our Products every day

 

                                                                     Exhibit 4.5

 

 

                                     BETWEEN

                                     -------

 

Mrs. Varsha Madhukar Khanwalkar

 

Age:Adult, Occ: Business, R/at:,Hanuman Nagar ,Near Vidya Sahakari Bank,Off

 

Senapati Bapat Road,Pune - 411 016.

 

Mr.Varun Madhukar Khanwalkar

 

Age:Adult, Occ: Business, R/at:,Hanuman Nagar ,Near Vidya Sahakari Bank,Off

 

Senapati Bapat Road,Pune - 411 016.

 

Hereinafter referred to as "THE LICENSORS " (which expression unless repugnant

to the context or meaning thereof shall mean and include present developer their

successors, executors, administrators & assigns)

                                                ... Party of the First Part;

 

                                        AND

 

M/S. CASH TECH SOLUTIONS INDIA PVT. LTD. THE LICENSEE A Company incorporated

under the Companies Act, 1956 and having its registered office at 82, Arthur

Villa, Gaothan Lane No.1, Andheri Mumbai-400 058 and Pune Office at "PRIDE

PARMAR GALAXY" CTS No. 10 + 10/A, Cannought Road, Pune-411 001.

hereinafter called "THE LICENSEE" (which expression unless repugnant to the

context or meaning thereof shall mean and include its director/s successors and

assigns)

                                                 ... Party of the Second Part;

 

WHEREAS the party of the first part are the "LICENSORS" of and are, in pursuance

of one of the objectives of its business, letting on rent the unit bearing No.

204 admeasuring a super built up area of 3760 sq.ft.. Situated on Second floor,

in the building popularly known as "PRIDE PARMAR GALAXY" constructed over CTS

No. 10 + 10/A, Cannought Road, Pune-411 001,.

 

<PAGE>

 

(Hereinafter referred to as the "said unit " and more particularly described in

the Schedule written hereunder.)

 

AND WHEREAS "THE LICENSEE" has approached "THE LICENSORS" for availing the

services provided by them to lease the said unit.

 

AND WHEREAS in lieu of the discussions held between the parties, the parties

herein have decided to execute these presents on the following terms and

conditions.

 

NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER :

 

1. "THE LICENSEE" shall be entitled to avail facilities and services made

available by "THE LICENSORS " in the said unit viz. use of office areas, standby

recourse to electricity from a Diesel Generating set and Air-conditioner,

fixtures and fittings with telephone and internet connectivity up to the said

unit (hereinafter referred to as the SERVICES) for 33 months starting from 1st

October 2004 & can further extend the agreement on mutual understanding.

 

"THE LICENSORS " shall provide the D.G. Set, which has got the sufficient power

to meet the requirement of the said unit (including A.C. load) as indicated in

para 6.

 

2. "THE LICENSEE" shall pay to "THE LICENSORS " the basic monthly charges in the

sum of 50:50( viz. 50% to Mrs. Varsha Khanwalkar & 50% to Mr.Varun Khanwalkar)

the sum of Rs. 1,20,320/- ( One lakh twenty thousand three hundred twenty rupees

only) payable in advance on or before 10th of every respective month mentioned

hereinbefore (subject to TDS) for availing the SERVICES of the said Lease

agreement with effect from 1st October 2004

 

3. "THE LICENSEE" during the Term of the Agreement, shall pay to "THE LICENSORS

.an interest free Security Deposit of Rs.7,20,000, /-( Seven lakh twenty

thousand only). in the ratio of 50:50( viz. 50% to Mrs. Varsha Khanwalkar & 50%

to Mr.Varun Khanwalkar) THE

 

<PAGE>

 

LICENSEE has already paid an amount,ofRs3,60,000/- each by vide Ch. Nos. 876953,

& 876954 dt. 19/10/2004, drawn on Bank, ICICI Bank, Shivaji-Nagar branch at the

time of execution of this agreement This interest free security deposit shall be

refunded to "THE LICENSEE" after settling electricity, telephone bills and call

charges or other dues, payments or charges payable by the "THE LICENSEE" under

this agreement including any cost of repairs or replacements occasioned due to

any damage to the "SAID UNIT" (including all "equipments, fixtures and fittings

provided therein), if any, or on the termination of this Agreement and

discontinuation of the availing of the services by "THE LICENSEE"

 

4. It is hereby agreed by and between the parties that there shall be an

escalation in the monthly charges @ 15% on l5th Nov. 2006, whereas there shall

be no escalation in the interest free Security Deposit paid by the "THE

LICENSEE" to "THE LICENSORS".

 

5. The agreed service charges include P.M.C. taxes, parking charges (for 4 Four

wheelers and 16 Two wheelers as per the parking plan annexed hereto) and 100%

Generator back up and maintenance, repairs, housekeeping of common areas and

common security.

 

6. "THE LICENSORS" will install the Air Conditioning system having air cool

ductable type branded A.C. which will be commissioned and tested to meet the

requirements of THE LICENSEE. The system will ensure 23 (degree) C + or - 1

ambient temperature to cater about 69 persons and equal no. of PCs,&50 servers

and related IT structure. Separate 2TR AC will be provided for the server area.

The maintenance of the AC (AMC) will be born by "THE LICENSEE."

 

7. "THE LICENSEE" shall, during the Term of the Agreement, pay all actual

charges for electricity consumed by "THE LICENSEE" payable in respect of the

"SAID UNIT" by paying the bills raised by the MSEB on or before the due date

indicated in such bills. However, "THE

 

LICENSEE, upon payment of each such bill shall immediately submit a copy thereof

to "THE LICENSORS" for its record.

 

8. The fixed monthly maintenance charges payable in respect of the SAID UNIT

shall be borne by THE LICENSORS. These monthly maintenance charges include

common area maintenance, repairs, lighting, security and house keeping of common

areas. THE LICENSORS will also ensure to undertake all maintenance, lighting,

security etc as aforesaid until the society or common organization is formed.

Further all expenses in respect of formation of common organization shall be

borne by THE LICENSORS.

 

9. "THE LICENSEE" shall pay the charges for actual utilization of the fax and

Xerox facility, etc. if required by "THE LICENSEE", the charges thereof shall be

at extra cost to THE LICENSEE as may be levied by "THE LICENSORS" from time to

time.

 

10. "THE LICENSORS " shall at extra cost, provide Reception and Operator

Facility for the SAID UNIT, as and when required by "THE LICENSEE".

 

11. "THE LICENSEE", while availing the SERVICES, shall use the SAID UNIT

including fixtures, fittings, equipment's therein with due care and caution and

shall keep the same in good order and condition and shall compensate "THE

LICENSORS " for any damages caused to the same other than normal wear and tear.

 

12. The layout approved by "THE LICENSEE" and " THE LICENSORS" shall be binding

and final on both the parities. "THE LICENSEE" undertakes not to cut or remove

any of the valves, ceilings, girders, roofs, floors of the SAID UNIT in order to

make any structural additions or alterations to the SAID UNIT without written

consent of "THE LICENSORS". Any changes according to approved lay out in the

said unit (including toilet and pantry areas) prior to the occupation would be

undertaken by" THE LICENSORS" at their own cost.

 

<PAGE>

 

13. Termination:

 

(a) It is hereby agreed between the parties that in case "THE LICENSEE" commits

default in payment of the monthly charges to "THE LICENSORS ", electricity

charges to MSEB or causes any damage to the furniture, fixtures, fittings and

equipment's within the SAID UNIT or defaults in payment of other dues under this

Agreement, for a continuous period of 90 days or fails to comply with its

covenants as mentioned herein, "THE LICENSORS " shall be entitled to terminate

this Agreement by giving 30 days written notice to "THE LICENSEE," and on such

termination/revocation being made, "THE LICENSEE" shall, within 30 days from the

date of the receipt of the notice of such termination/revocation pay all the

outstanding amount and remove all articles and things belonging to it from the

SAID UNIIT and stop availing the SERVICES. If "THE LICENSEE" fails to comply

with any of such notice or fails to remove articles and things belonging to it

or lying and being in the SAID UNIT and also remove itself there from, "THE

LICENSORS " shall, without being in any manner liable for any liability/damage

or loss that may be caused, be permitted to remove the same and put their lock

upon the SAID UNIT or otherwise induct any other person therein for availing the

SERVICES or for any other purpose as may be deemed fit and proper by "THE

LICENSORS".

 

(b) "THE LICENSEE" may terminate this Agreement only by giving six months prior

written notice subject to 33 months lock-in period from both the parties. "THE

LICENSORS shall not give any such notice for termination in lock in period.

 

(c) In the event where THE LICENSEE does not relinquish its use of the SAID UNIT

on the expiry of the Term of the Agreement or its earlier termination notice

period mentioned in (a) or (b) above, without prejudice to the rights otherwise

available to "THE LICENSORS" or obligations of THE LICENSEE to make various

additional payments in pursuance hereof, THE

 

<PAGE>

 

LICENSEE shall be liable to pay double the amount of the monthly service charges

payable in pursuance hereof during the period of such unlawful use of the SAID

UNIT and availing of the SERVICES in lock -in period of 33 months applicable for

the agreement.

 

14. Nothing herein contained shall be construed as creating any right, interest,

easement, and tenancy in favour of "THE LICENSEE" in or over or upon the SAID

UNIT other than the permissive right of availing the SERVICES hereby granted in

this agreement.

 

15. "THE LICENSOR" shall pay the Municipal property tax in respect of the "SAID

UNIT".

 

16. "THE LICENSEE" shall not store or keep in the SAID UNIT any articles or

goods which may expose the SAID UNIT to undue danger of fire or any articles or

goods of any objectionable or hazardous nature or the storing of which is likely

to result in the enhancement of the insurance premium in respect of the SAID

UNIT.

 

17. It will be the responsibility of " THE LICENSORS" to keep insured the said

unit against the risk of fire, earthquakes etc. during the Term of the Agreement

and, as such, it shall bear the cost of the insurance premium in respect of the

SAID UNIT, EXCLUDING the furniture, computers, other articles and goods etc.

brought by THE LICENSEE in the said unit for its own use and occupation.

 

18. It will be the responsibility of "THE LICENSORS" to provide sufficient water

supply and M.S.E.B. power supply to the said unit as required and indicated in

Para 6. "THE LICENSORS" shall provide all the facilities and amenities to THE

LICENSEE listed in Annexure -II in this agreement.

 

19. If any person/s, during the Term of the Agreement, suffer/s any damage,

injury or loss due to any act, deed or thing done by THE LICENSEE or due to any

failure or neglect of THE

 

<PAGE>

 

LICENSEE caused or occasioned out of and in the course of availing the SERVICES,

"THE LICENSORS" shall not be responsible in respect of any such damage, injury

or loss.

 

20. THE LICENSEE shall not assign its rights under this agreement to any other

person without the written consent of "THE LICENSORS". The activities that may

be carried on by THE LICENSEE shall be restricted to those that correspond to

its own business which shall be carried out in a lawful manner and in any event,

THE LICENSEE shall not carry on any business or activity which could be

construed as illegal or might contravene with any law, rules, regulations of any

government or otherwise, which might constitute any disturbance, nuisance or

annoyance to others.

 

21. THE LICENSORS shall also ensure through the Promoters and Developers

starting of a cafeteria on the top terrace of the said building. THE LICENSEE &

its staff members will be entitled to avail the services on first come first

served basis. The food services to be availed by the staff members will be on

direct payment basis to the Cafeteria.

 

22. THE LICENSEE shall, while availing the SERVICES, at its cost and expense,

maintain and keep the SAID UNIT in good conditions and repair.

 

23. The expenses for the common areas in the said building such as electricity

charges, D.G. Backup (running & maintenance charges for common areas) shall be

borne by the society or common organisation (on formation of the same).

 

24. Neither party hereto shall be liable for any breach or non performance of

any of the covenants and agreements on its part resulting from or caused by

reason of on account of any circumstances beyond its control including expressly

(but without prejudice to the generality of the foregoing) war, strike or

lock-outs of workmen, riots or civil commotion, rule, regulation or legislation

of Government, Act of God, enemies of State or any inevitable accident.

 

<PAGE>

 

25. THE LICENSORS shall be entitled to sell, transfer the SAID UNIT to any

prospective purchaser and in such case the prospective purchaser shall abide by

the terms and conditions of this agreement.

 

26. "THE LICENSEE" shall strictly follow the rules and regulations of the

"COMMON ORGANISATION" on its formation.

 

27. "THE LICENSORS " shall arrange to provide a connection to a common DG set to

be maintained and operated by the said "COMMON ORGANIZATION" provided that the

running charges shall be borne by the "THE LICENSEE". The D.G. Set running

charges shall be calculated on the basis of the carpet area of the unit held by

each user/occupant in the said building. (Diesel, maintenance of D.G. set &

operator)

 

28. Any dispute arising out of this Agreement or by and between the parties to

this Agreement shall be referred to a Sole Arbitrator in accordance with the

Arbitration and Conciliation Act, 1996 and amendments thereof. The proceedings

of Arbitration shall be held in Pune in English.

 

29. THE LICENSOR shall pay a stamp duty and registration charges as applicable

for same for the said unit.

 

<PAGE>

 

                                  Annexure -II

 

1) Flooring:                16" x 16" Ceramic tiles on the entire floor.

 

2) Electrical work:         Supply unto the Distribution box will be given

 

3) False Ceiling:           Gypsum board false ceiling will be provided

 

4) Power back up:           100% power back up will be provided to run ACs PCs,

                           Servers etc.. The consumables and diesel Cost for

                           which shall be borne by THE LICENSEE. (Direct supply

                           of power from HT line with distribution board and

                           separate meters for the said unit.)

 

5) Air-conditioning:        The Air conditioning will be installed. The

                           Maintenance of the AC (AMC) will be borne by the

                           User. (A/C should cater 69 personnel & equal number

                           of PCs., 50 servers and should maintain 23(degree) C

                           + or -1 ambient Temp.)

 

6) Pantry:                  one pantries with a kitchen platform and a Provision

                           for Aqua-Guard water connection will be Provided.

 

7) Toilet Blocks:           One set of gents and ladies toilet adjoining the

                           Office area with adequate water connections, Standard

                           equipment like mirrors, soap Dispensers, toilet

                           paper/hand towel holders etc.

 

8) Telephone and Internet connectivity up to the said unit.

 

9) Water supply:            24 hours water supply

 

10) Designated secure parking facilities for 4 four -wheeler and 16 two wheelers

    will be provided (according attached layout for the same).

 

11) Adequate fire warning alarm and protection systems will be provided in all

    common areas.

 

12) Elevators- Two nos of 13 passengers capacity each.

 

<PAGE>

 

IN WITNESS WHEREOF the parties hereto have executed this Leave and licence

agreement (in duplicate) the day and year first herein above written.

 

Signed, sealed and delivered by the

Parties in the presence of

 

                                               Mrs. Varsha Madhukar Khanwalkar

 

 

 

                                                 Mr. Varun Madhukar Khanwalkar

 

                                                        Party of the first Part

 

                                                                 THE LICENSORS

 

 

                                        For Cash Tech Solutions India Pvt. Ltd.

 

 

 

                                                                  Mr. R.N. Iyer

 

                                                             Managing Director

 

                                                      Party of the Second Part.

 

                                                                  THE LICENCEE

 

 

Witnesses:

 

1. Sign

   Name

   Address.

 

 

2. Sign

   Name

   Address

 

<PAGE>

 

 

                                     BETWEEN

 

Shri Suresh Premchand Jain,

Age:   53 Years, Occupation: Business,

R/at: 501/601, B-Walkeshwar,

OM Vikas Co-operative Housing society Ltd,

105/107, Walkeshwar Road,

Mumbai- 6

 

Hereinafter referred to as "THE OWNER" (which expression unless repugnant to the

context or meaning thereof shall mean and include its successors and assigns)

 

                                                ...       Party of the First Part;

 

                                       AND

 

M/S. CASH TECH SOLUTIONS INDIA PVT. LTD.

 

a Company incorporated under the Companies Act, 1956 and having its registered

office at 82, Arthur Villa, Gaothan Lane No. 1, Andheri Mumbai-400 058 and Pune

Office at Ganesh Bhavan, British Council Library Lane, Fergusson College Road,

Shivaji Nagar, Pune-411 004

 

hereinafter called "THE USER" (which expression unless repugnant to the context

or meaning thereof shall mean and include its director/s successors and assigns)

 

                                               ...      Party of the Second Part;

 

WHEREAS "THE OWNER" has purchased office no. 201 and 202 from M/s. Trade Centre

Developers & Builders (P) ltd and M/s. Expert Properties Pvt. Ltd. On 19th

January 2004 and one of the objective of his business is running a Business

Centre in the Unit/Office Nos. 201, & 202 totally admeasuring a built up area of

4245 sq ft ie 394 37 Sq mtrs which is inclusive of the proportionate share in

the common passage, staircase, landing, lift etc (subject to fluctuation of not

more than 3%) both units situated on Second floor, in Wing C and E ,along with

Four covered car parking in Wing No. C and E situated in the building popularly

known as "PRIDE PARMAR GALAXY" constructed over CTS No. 10 + 10/A, Cannought

Road, Pune-411 001,

 

<PAGE>

 

(hereinafter referred to as the "said unit " and more particularly described in

the Schedule written hereunder.)

 

AND WHEREAS "THE USER" has approached "THE OWNER" for availing the services

provied by them in the Business Centre within the said unit.

 

AND WHEREAS in lieu of the discussions held between the parties, the parties

herein have decided to execute these presents on the following terms and

conditions.

 

NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER :

 

1.     "THE USER"   shall be   entitled   to avail   facilities   and   services of a

      Business   Centre made available by "THE OWNER" in the said unit viz. use

      of   office   areas,    standby   recourse   to   electricity   from   a   Diesel

      Generating    set   and    Air-conditioner,    fixtures   and   fittings   with

      telephone   and   internet   connectivity   upto the said unit   (hereinafter

      referred to as the SERVICES) for 36 months starting from 01/04/2004.

      The Owner shall   provide   through the common   organization   the D.G. Set

      which has got the sufficient   power to meet the   requirement of the said

      unit (including A.C. load ) as indicated in para 6.

 

2.      "THE USER" shall pay to ""THE OWNER"" basic monthly service charges in the

      sum of Rs. 1,36,000 /- (Rupees One Lac Thirty Six Thousand only) payable

      in advance on or before 10th of every respective month (subject to TDS)

      for availing the SERVICES of the said Business Centre with effect from 1st

      April '2004 .

 

3.     "THE USER"   during the Term of the   Agreement,   shall pay to" THE OWNER"

      an interest free Security Deposit of Rs.   8,16,000/-   (Rupees Eight lacs

      Sixteen   Thousand only) which "THE USER" has already paid by vide cheque

      no.   ____________________   dtd.   ______________   drawn on ______________

      Bank Ltd. This   interest free security   deposit shall be refunded to the

      user after   settling   electricity,   telephone   bills and call charges or

      other   dues,   payments   or   charges   payable   by   the   USER   under   this

      agreement   including any cost of repairs or replacements   occasioned due

      to any damage to the "SAID UNIT"   (including   all   equipments,   fixtures

      and fittings   provided   therein),   if any, or on the

 

 

 

<PAGE>

 

      termination of this Agreement and discontinuation of the availing of the

      services by "THE USER".

 

4.     It is hereby agreed by and between the parties that there shall be an

      escalation in the service charges @ 15 % after expiry of every 36 months

      from the date of execution of this agreement, whereas there shall be no

      escalation in the interest free Security Deposit paid by the User to" THE

      OWNER".

 

5.     The agreed service charges include P.M.C. taxes, parking charges (for 4

      Four wheelers & 10 Two wheelers as per the parking plan annexed hereto )

      and 100% Generator back up and maintenance, repairs, housekeeping of

       common areas and common security.

 

6.     "THE OWNER" will install the Air Conditioning system having air cool

      ductable type branded A.C. which will be commissioned and tested to meet

      the requirements of the user. (to cater about 108 persons and equal no. of

      PCs. and related IT structure. The system will ensure 23(Degree) C + or -1

      ambient Temp.) The maintenance of A/C (AMC) will be borne by " THE USER".

 

7.     "THE USER" shall, during the Term of the Agreement, pay all actual charges

      for electricity consumed by "THE USER" payable in respect of the SAID UNIT

      by paying the bills raised by the MSEB on or before the due date indicated

      in such bills. However, "THE USER, upon payment of each such bill shall

      immediately submit a copy thereof to "THE OWNER " for its record.

 

8.     The fixed monthly maintenance charges payable in respect of the "SAID

      UNIT" shall be borne by " THE OWNER". These monthly maintenance charges

      include common area maintenance, repairs, lighting, security and

      housekeeping of common areas. " THE OWNER" also will ensure to undertake

      all the maintainance lighting, security etc. as aforesaid until the

      society or any common organization is formed. Further, all the expenses in

      respect of formation of the Common Organization shall be borne by" THE

      OWNER".

 

<PAGE>

 

9.     "THE USER" shall pay the charges for actual utilization of the fax and

      Xerox facility, etc. if required by THE USER, the charges thereof shall be

      at extra cost to the USER as may be levied by "THE OWNER " from time to

      time.

 

10.    "THE OWNER "shall, at extra cost, provide Reception and Operator Facility

      for the SAID UNIT, as and when required by "THE USER".

 

11.    "THE USER", while availing the SERVICES, shall use the SAID UNIT including

      fixtures, fittings, equipment's therein with due care and caution and

      shall keep the same in good order and condition and shall compensate "THE

      OWNER " for any damages caused to the same other than normal wear and

      tear.

 

12.    The layout approved by "THE USER" and " THE OWNER" shall be binding and

      final on both the parties. "THE USER" undertakes not to cut or remove any

      of the valves, ceilings, girders, roofs, floors of the SAID UNIT in order

      to make any structural additions or alterations to the SAID UNIT without

      written consent of "THE OWNER." Any changes according to approved lay out

      in the said unit (including toilet and pantry areas) prior to the

      occupation would be undertaken by" THE OWNER" at their own cost.

 

13.    Termination :

 

   (a)    It is hereby agreed between the parties that in case "THE USER" commits

         default in payment of the monthly service charges to "THE OWNER ",

         electricity charges to MSEB or causes any damage to the furniture,

         fixtures, fittings and equipment's within the SAID UNIT or defaults in

         payment of other dues under this Agreement, for a continuous period of

         90 days or fails to comply with its covenants as mentioned herein, "

         The Owner" shall be entitled to terminate this agreement by giving 30

         day written notice to "THE USER" and on such termination/revocation

         being made, "THE USER" shall, within 30 days from the date of the

         receipt of the notice of such termination/revocation pay all the

         outstanding amount and remove all articles and things belonging to it

         from the SAID UNIT and stop availing the SERVICES. If "THE USER" fails

         to comply with any of such notice or fails to remove articles and

         things belonging to it or lying and being in the SAID UNIT and also

         remove itself

 

<PAGE>

 

         there from, "THE OWNER " shall, without being in any manner liable for

         any liability/damage or loss that may be caused, be permitted to remove

         the same and put their lock upon the SAID UNIT or otherwise induct any

         other person therein for availing the SERVICES or for any other purpose

         as may be deemed fit and proper by "THE OWNER ".

 

   (b)    This Agreement may be terminated by "THE USER" only by giving six

         months prior written notice subject to 36 months lock-in period from

         both the parties. "THE OWNER " shall not give such notice for

         termination in lock- in period.

 

   (c)    In the event where the USER does not relinquish its use of the SAID

         UNIT on the expiry of the Term of the Agreement or its earlier

         termination notice period mentioned in (a) or (b) above, without

         prejudice to the rights otherwise available to "THE OWNER " or

         obligations of the USER to make various additional payments in

         pursuance hereof, the USER shall be liable to pay double the amount of

         the monthly service charges payable in pursuance hereof during the

         period of such unlawful use of the SAID UNIT and availing of the

         SERVICES in lock -in period of 36 months applicable for the agreement.

 

14.    Nothing herein contained shall be construed as creating any right,

      interest, easement, tenancy in favor of "THE USER" in or over or upon the

      SAID UNIT other than the permissive right of availing the SERVICES hereby

      granted in this agreement.

 

15.    "THE OWNER " shall pay the Municipal property tax in respect of the "SAID

      UNIT".

 

16.    "THE USER" shall not store or keep in the SAID UNIT any articles or goods

      which may expose the SAID UNIT to undue danger of fire or any articles or

       goods of any objectionable or hazardous nature or the storing of which is

      likely to result in the enhancement of the insurance premium in respect of

      the SAID UNIT.

 

17.    It will be the responsibility of " THE OWNER" to keep insured the said

      unit against the risk of fire, earthquakes etc. during the Term of the

      Agreement and, as such, it shall bear the cost of the insurance premium in

      respect of the SAID UNIT, EXCLUDING the

 

<PAGE>

 

      furniture, computers, other articles and goods etc. brought by the user in

      the said unit for its own use and occupation.

 

18.    It shall be the responsibility of" THE OWNER" to provide sufficient water

      supply and M.S.E.B. power supply to the said unit as required. The Owner

       shall provide all the facilities and amenities to "The User" listed in

      Annexure - II, in the agreement before 1st April 2004.

 

19.    If any person/s, during the Term of the Agreement, suffer/s any damage,

      injury or loss due to any act, deed or thing done by the USER or due to

      any failure or neglect of the USER caused or occasioned out of and in the

      course of availing the SERVICES, "THE OWNER" shall not be responsible in

      respect of any such damage, injury or loss.

 

20.    The USER shall not assign its rights under this agreement to any other

      person without the written consent of "THE OWNER ". The activities that

      may be carried on by the USER shall be restricted to those that correspond

      to its own business which shall be carried out in a lawful manner and in

      any event, the USER shall not carry on any business or activity which

      could be construed as illegal or might contravene with any law, rules,

      regulations of any government or otherwise, which might constitute any

      disturbance, nuisance or annoyance to others.

 

21.    The USER shall, while availing the SERVICES, at its cost and expense,

      maintain and keep the SAID UNIT in good conditions and repair.

 

22.    The expenses for the common areas in the said building such as electricity

      charges, D.G. Backup (running & maintenance charges for common areas)

      shall be borne by the society or common organisation (on formation of the

      same).

 

23.    Neither party hereto shall be liable for any breach or non performance of

      any of the covenants and agreements on its part resulting from or caused

      by reason of on account of any circumstances beyond its control including

      expressly (but without prejudice to the generality of the foregoing) war,

      strike or lock-outs of workmen, riots or civil commotion, rule, regulation

      or legislation of Government, Act of God, enemies of State or any

      inevitable accident.

 

<PAGE>

 

24.    "THE USER" shall strictly follow the rules and regulations of the "COMMON

      ORGANISATION" on its formation.

 

25.    "THE OWNER " shall arrange to provide a connection to a common DG set to

      be maintained and operated by the said "COMMON ORGANIZATION" provided that

      the running charges shall be borne by the "THE USER". The D.G. Set running

      charges shall be calculated on the basis of the carpet area of the unit

      held by each user/occupant in the said building. (Diesel, maintenance of

      D.G. set & operator ).

 

26.    Any dispute arising out of this Agreement or by and between the parties to

      this Agreement shall be referred to a Sole Arbitrator in accordance with

      the Arbitration and Conciliation Act, 1996 and amendments thereof. The

      proceedings of Arbitration shall be held in Pune in English.

 

27.    The User shall pay a stamp duty and registration charges as applicable for

      same for the said unit.

 

29.    The owner shall ensure through the Promoters and Builders, M/s. Trade

      Centre Developers & Builders Pvt. Ltd. And M/s. Expert Properties Pvt.

      Ltd, commissioning of a cafeteria on the top terrace of the building from

      1st April 2004. The user and its staff members will be entitled to avail

      the services on first come first serve basis and on direct payment basis

      to the cafeteria.

 

 

<PAGE>

 

 

                                  Annexure -II

 

1)     Flooring             : 16" x 16" Ceramic tiles on the entire floor.

 

2)     Electrical work      : Supply up to the Distribution box will be given

 

3)     False Ceiling        : Gypsum board false ceiling will be provided

 

4)     Power Back Up        : 100% power back up will be provided to run AC's PCs,

                            Servers etc.. The consumables and diesel cost for

                             which shall be borne by the user. (Direct supply of

                            power from HT line with distribution board and

                            separate meters for the said unit.)

 

5)     Air-conditioning     : The Air conditioning will be installed. The

                            maintenance of the AC (AMC) will be borne by "THE

                            USER". (A/C should cater 108 personnel & equal

                            number of PCs, should maintain 23(Degree) C + or -1

                             ambient Temp.

 

6)     Pantry               : Two pantries with a kitchen platform and a provision

                            for Aqua-Guard water connection will be provided.

 

7)     Toilet Blocks        : Two sets of gents and ladies toilet adjoining the

                            office area. with adequate water connections.

 

8)     Water supply         : 24 hours water supply

 

9)     Designated secure parking facilities for 4 Nos. of four -wheeler & 15 Nos.

      Two wheelers.

 

10)    Adequate fire warning alarm and protection systems will be provided in all

      common areas

 

11)    Elevators- Two nos of 13 passengers capacity each.

 

 

<PAGE>

 

 

IN WITNESS WHEREOF the parties hereto have executed this agreement (in

duplicate) the day and year first herein above written.

 

Signed, sealed and delivered by the

Parties in the presence of

 

                                    Shri Suresh Premchand Jain,

 

                                                           Owner

 

                                     Party of the first Part.

 

 

 

 

 

                                    For Cash Tech Solutions India Pvt. Ltd.

 

 

 

 

 

                                    Mr. R.N. lyer

                                    Managing Director

                                     Party of the Second Part.

 

 

 

 

 

Witnesses:

1. Sign

   Name

   Address

 

 

 

2. Sign

   Name

   Address

 

<PAGE>

 

                                     BETWEEN

 

Mrs. Achla Saraogi

 

Age:Adult, Occ:Business, R/at:701,Tejash Apartments,No.7, South End Street,

Kumar Park East, Bangalore-560001

 

                                      &

Mrs.Gargi Saraogi

 

Age:Adult, Occ:Business, R/at:701,Tejash Apartments,No.7,South End

Street,Kumar Park East,Bangalore-560001

 

Hereinafter referred to as "THE LICENSORS " (which expressions unless repugnant

to the context or meaning thereof shall mean and include present developer their

successors, executors, administrators & assigns)

 

                                          ...          Party of the First Part;

 

                                        AND

 

M/S. CASH TECH SOLUTIONS INDIA PVT. LTD. THE LICENSEE A Company incorporated

under the Companies Act, 1956 and having its registered office at 82, Arthur

Villa, Gaothan Lane No.1, Andheri Mumbai-400 058 and Pune Office at "PRIDE

PARMAR GALAXY" CTS No. 10 + 10/A, Cannought Road, Pune-411 001.

 

hereinafter called "THE LICENSEE" (which expression unless repugnant to the

context or meaning thereof shall mean and include its director/s successors and

assigns)

                                           ...         Party of the Second Part;

 

WHEREAS the party of the first part are the "LICENSORS" of and are, in pursuance

of one of the objectives of its business, letting on rent the unit bearing No.

203 admeasuring a super built up area of 4000 sq.ft.. Situated on Second floor,

in the building popularly known as "PRIDE

 

<PAGE>

 

PARMAR GALAXY" constructed over CTS No. 10 + 10/A, Cannought Road, Pune-411

001,. (Hereinafter referred to as the "said unit " and more particularly

described in the Schedule written hereunder.)

 

AND WHEREAS "THE LICENSEE" has approached "THE LICENSORS" for availing the

services provided by them to lease the said unit.

 

AND WHEREAS in lieu of the discussions held between the parties, the parties

herein have decided to excute these presents on the following terms and

conditions.

 

NOW THEREFORE IT IS HEREBY


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