NETWORKING EQUIPMENT LEASE AGREEMENT

1.

The Lessee is desirous of upgrading its IT infrastructure to create virtual contact delivery centers across North America, India and South America and has therefore approached the Lessor to lease the Leased Asset.

2.

The Lessor has entered into a Purchase Agreement with the Manufacturer for purchase of the Leased Asset, which is financed by SREI pursuant to the Loan Agreement.

3.

The Lessor has decided to lease the Leased Asset, the Lessee has decided to take on lease and SREI confirms the lease subject to the terms and conditions contained hereinafter.

1.

DEFINITIONS & INTERPRETATION

1.1

Definition

a.

In this Lease Agreement (including the recitals above and the Schedule(s) hereto), except where the context otherwise requires, capitalized terms shall have the same meaning as ascribed to in Schedule I.

1.2

Interpretation

a.

In this Lease Agreement, save where the context otherwise requires: -

i)

The singular includes the plural and vice versa;

ii)

A reference to a Section or a Clause is a reference to a Section or Clause in, or in the Schedule to this Lease Agreement;

iii)

The use of the word “including” followed by a specific example/s in this Lease Agreement, shall not be construed as limiting the meaning of the general wording preceding it;

iv)

When any number of days is prescribed in any document, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day which is a Business Day;

v)

Reference to a “party” is to a party to this Lease Agreement and reference to “parties” is, unless the context otherwise requires, a reference to the parties to this Lease Agreement;

vi)

Reference to a party to this Lease Agreement shall include their respective successors, assignees or transferees (to the extent assignment or transfer is permitted under this Lease Agreement);

vii)

References to any law, statute or rules shall include references to such law, statute or rules as may after the Lease Agreement Date be amended, supplemented or re-enacted from time to time;

viii)

The rule of construction, if any, that a contract should be interpreted against the parties responsible for drafting and preparation thereof shall not apply;

ix)

The Schedule(s) to this Lease Agreement shall be deemed to be incorporated in and form an integral part of this Lease Agreement;

x)

Reference to a “person” includes (as the context requires) an individual, proprietorship, partnership firm, company, body corporate, co-operative society, entity, authority or any body, association or organization of individuals or persons whether incorporated or not;

xi)

Reference to any agreement, deed, document, instrument, rule, regulation, notification, statute or the like shall mean a reference to the same as may have been duly amended, modified or replaced. For the avoidance of doubt, a document shall be construed as amended, modified or replaced only if such amendment, modification or replacement is executed in compliance with the provisions of such document(s); and

xii)

Reference to any Clause, or Section shall mean a reference to a Clause, or Section of this Lease Agreement, unless specified otherwise.

b.

Headings and the use of bold typeface is for the convenience of the reader only and shall not be used in any way for purposes of interpreting this Lease Agreement.

2.

LEASE AND TERM

2.1

Lessor hereby lets on lease to the Lessee, the Lessee takes on lease from the Lessor from the Lease Agreement Date and SREI hereby confirms the lease of the Leased Asset, subject to the terms and conditions of this Lease Agreement.

2.2

This Lease Agreement shall come into effect from the Lease Agreement Date and shall be in full force and effect for a period of 3 years 2 months (“Term”) from the Lease Agreement Date, with an option to renew it for a further period in accordance with the terms and conditions as may be mutually agreed to by the parties, unless determined earlier.

3.

LEASE RENTALS

3.1

In consideration of the lease granted by the Lessor to the Lessee under Section 2.1, the Lessee shall pay the Lease Rentals in the manner specified in Schedule II into an Escrow Account.

3.2

It is made abundantly clear that the Lessee shall make payment of Lease Rentals and any other payment to the Lessor under this Agreement only in INR and all the risks arising out of foreign exchange rate fluctuations will be solely borne by the Lessee.

4.

OBLIGATIONS OF THE LESSOR AND THE LESSEE

4.1

Obligations of the Lessee

a.

Pay punctually, in the manner and within the time specified in Schedule II, the Lease Rentals into the Escrow Account only and in no other account or place, subject to Section 5.4.

b.

Use the Leased Asset in accordance with the Manufacturer’s specification and in accordance with industry’s practices.

c.

Obtain all the Clearances as may be required under the Applicable Laws for installation and use of the Leased Asset.

d.

Obtain all the Clearances as may be required under the Applicable Laws for remittance of the Lease Rentals in accordance with Section 3 hereinabove.

e.

The Leased Asset shall remain exclusively charged in favor of SREI and the Lessee shall not create any lien charged in favour of any other person on the Leased Asset.

f.

Ensure that all the provisions of the Applicable Laws in relation to creation of charge in favour of SREI to the extent it is applicable to the Lessee under the Applicable Laws have been complied with.

g.

Pay and discharge all the expenses pertaining to stamp duty or registration charges, any other expenses by whatsoever name called, taxes and all other cess, duty, expenses, levies pertaining to this Lease Agreement which are imposed in US .

h.

Insure the Leased Asset and the Premises in which the Leased Asset is installed against loss, fire, burglary, lightening, explosion, riot, strike, malicious damage, civil commotion, storm, flood, construction risks and such other risks in form and substance by a USA insurance carrier acceptable to SREI. Lessee is not responsible to insure the Leased Asset while said Leased Asset is in transit to the Premises for installation by the Lessor. Lessee has responsibility to insure Leased Asset in accordance with clause h hereinabove when the Leased Asset is on the Premises or in transit thereafter at the instance of the Lessee.

i.

Ensure that SREI is named as an additional insured under the commercial general liability policy and as loss payee on the insurance policies taken out in accordance with clause h hereinabove. An ACCORD insurance certificate evidencing Lessee’s insurance coverage for the perils set forth in clause h hereinabove shall be provided to the parties of this Lease Agreement upon request. NOTE: Please clarify the meaning of Accord insurance certificate.

j.

Ensure that the resolutions if any as may be required under the Applicable Laws have been passed for obtaining lease of the Leased Asset.

k.

From the date of receipt of notice in writing from SREI under Section 5.4, pay the Lease Rentals in the Escrow Account or at such place as may be specified in the notice by SREI.

l.

Shall not without the previous approval in writing of SREI, remove the Leased Asset from the Premises, which permission shall not be unreasonably withheld.

m.

Provide full and reasonable access to the Lessor and SREI to the Premises where the Leased Asset is installed.

n.

During the Term, maintain the Leased Asset in a good condition and undertake all the repairs, alteration/up gradation as may be required for this purpose.

4.2

Obligations of the Lessor

a.

The Lessor shall bear all the expenses pertaining to stamp duty, registration charges, any other expenses, taxes, cess, duty, levies or any charges pertaining to this Lease Agreement which are imposed in India.

b.

The Lessor shall be responsible for taking out a comprehensive insurance policy covering all the risks and in particular the risks as specified hereinabove, arising during transit of the Leased Asset from the Manufacturer’s place to the Premises in form and substance acceptable to SREI from an insurance company approved by SREI.

4.3

It is made abundantly clear that the Lease Rentals specified in Schedule II is exclusive of any taxes, charges, cess, duty or any other amounts (other than the Lease Rentals payable to the Lessor) as may be payable to any authority or person either in U.S. or in India.

5.

ASSIGNMENT

5.1

Notwithstanding anything to the contrary, the Lessee shall not sell, dispose of, encumber, mortgage, charge, sub-let or transfer in any manner whatsoever the Leased Asset to any third party, without obtaining the prior approval in writing of the Lessor and SREI.

5.2

The Lessee shall not sell, assign, or transfer its rights and obligations arising under this Lease Agreement to any third party without the prior written consent of the Lessor and SREI. Notwithstanding the foregoing, the Lessee may with SREI’s prior written permission, which shall not be unreasonably withheld, assign this Lease Agreement to an entity that buys all or substantially all of the assets of the Lessee.

5.3

The Lessor shall not sell, assign, or transfer its rights, title, interest and benefit arising under this Lease Agreement to any third party without the prior written consent of SREI. Provided, that this Section shall not be applicable to SREI in the event of its acquiring all rights, title and benefits of the Lessor pursuant to the provisions of automatic assignment under Section 5.4.

5.4

In the event of default by the Lessor under the Loan Agreement, all the rights, title, interest and benefits accruing in favour of the Lessor, under the Lease Agreement, including but not limited to the right to receive Lease Rentals shall from the date of default stand automatically assigned to and vest in SREI without any further act. SREI shall upon such default by the Lessor, issue a notice to the Lessee with a copy marked to the Lessor, in the form specified in Schedule IV, intimating the Lessee about the default and on and from the date of receipt of such notice by the Lessee, the Lessee shall continue to keep making payment of the Lease Rentals in the Escrow Account or at such other place as SREI may specify in the notice.

6.

EVENTS OF DEFAULT & TERMINATION

6.1

Events of Default by Lessee:

a)

If the Lessee fails to pay the Lease Rentals in accordance with Section 3 of this Lease Agreement.

b)

If the Lessee fails to fulfill its obligations in accordance with Section 4.1.

c)

If the Lessee commits a breach of any of the covenants or representations or warranties made under this Lease Agreement, and fails to cure such breach within thirty (30) days after Lessee’s receiving written notice thereof.

6.2

Events of Default by the Lessor

a)

If the Lessor commits a material breach of any of the covenants or representations or warranties made under this Lease Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

6.3

Termination

a)

This Lease Agreement shall not be terminable during the Term. However, the Lease Agreement may be terminated by either party on the happening of any of the Event of Default as specified in Section 6.1 and Section 6.2, after obtaining the prior written approval of SREI.

b)