LEASE AGREEMENT

1.

By virtue of diverse deeds and documents the Lessor is well and sufficiently entitled to and otherwise seized and possessed of as Developer of all those pieces and parcels of land or ground admeasuring 01Hectares 57 ares at Vadgaon-Sheri, District Pune bearing Survey No. 46/1 within the limits of the Pune Municipal Corporation and within the jurisdiction of the Sub Registrar of Assurances-Pune and more particularly described in Schedule A herein (hereinafter referred to as the " Schedule A Property ").

2.

The LESSOR has developed an I.T.Park comprising of multi-storeyed buildings, on the Schedule A Property under the name and style of "e SPACE" (hereinafter referred to as the said "IT Park"). Further, the Lessor has obtained necessary

approval to the said Scheme from the Directors of Industries wide their approval No.DIC/Pune/LOI-32 I.T.Park/2005/740 and Letter of Intent dated 10/03/2005.

3.

Pursuant to negotiations, the Lessor has agreed to grant Lease to the Lessee in respect of the premises being part of the building A-3, 6 ^th Floor Premises admeasuring about 18946 Sq.ft . built-up area together with reserved car parking of 19 Nos . in the basement of Building A-3, on the Schedule A Property, hereinafter collectively called as ‘the Leased Premises’ and more particularly described in Schedule B hereunder and marked/bounded in red colour in the plan annexed hereto, for using / occupying the said Premises on ‘LEASE’ basis.

4.

The Lessor represents that the building in which the said Leased premises are located will have the furniture and fixtures described in the Annexure – I, attached hereto.

5.

The Lessor, as per the request of the Lessee, hereby agree to provide various furniture, fixtures and fittings. The layout of the interiors to be provided in the Leased Premises are mentioned in the Annexure-II annexed here to.

6.

The Lessor represents that the use and occupation of the Leased Premises , is free from all encumbrances, charges, litigation, statutory proceedings, acquisition/requisition proceedings and claims of whatsoever nature.

7.

The Lessor represents that the Leased premises has been constructed with all applicable laws, rules and regulations and is allowed under law to be occupied and used for commercial purposes as a " IT Park."

8.

In this Agreement, unless the context otherwise implies the expressions defined hereunder shall have the respective meaning assigned to them: -

a.

the singular wherever used shall include plural and vice versa.

b.

The masculine gender used herein shall include feminine gender wherever applicable and vice versa.

9.

The Lessor and the Lessee (together referred to as the "Parties") are executing this Agreement on the terms and conditions appearing hereunder.

1)

LEASED PREMISES.

The Lessor agrees to give on Lease the said Premises being part of the 6 ^th Floor Premises admeasuring about 18946 Sq.ft . built-up area as also the reserved car parking of 19 Nos., in the basement of Building A3, on the Schedule A Property, with the furniture and fixtures described and designed in the Annexure-II attached hereto.

2)

TERM.

The Lease is being granted by the Lessor to the Lessee for the period of 10 years commencing from 20 ^th February 2007 (hereinafter referred to the "commencement date") to 19 ^th February 2017 for carrying out its IT Activities at the rental and terms and conditions provided herein.

3)

LEASE RENT.

The Lessee hereby agrees to pay to the Lessor the monthly rental @ Rs. 70 (Rupees Seventy only) per sft, amounting to Rs. 13,26,220 /- (Rupees Thirteen Lacs twenty six thousand two hundred twenty rupees Only) for the use and occupation of the Leased Premises.

a)

It is expressly agreed by and between the parties hereto that the rental shall be enhanced every 3 years by 15% (Fifteen percent) over the rental last paid.

b)

The Rental shall be paid subject to deduction of income tax at source, as applicable, under the Income Tax Laws in force from time to time and if applicable. The Lessee agrees to pay the tax so deducted to the Tax Authorities and issue T.D.S. Certificate/s in respect thereof to the Lessor in due course.

c)

The Rental shall be paid in advance- by the Lessee to the Lessor on or before the 7 ^th day of each respective month which it is due and in case of any default in payment of 2 consecutive months, the Lessor shall be entitled to terminate

this Agreement and take back possession of the Premises. The Lessor shall give valid receipts for the rental paid by the Lessee to the Lessor.

d)

The Rental shall be inclusive of the common maintenance charges and exclusive of any payment towards power, telephones, water charges, running cost and annual maintenance charges of the furniture, fixtures, Air Conditioning Systems, Generator provided in the said Premises and electricity charges and the same shall be borne and paid by the Lessee alone, during the period of this Lease. Any arrears in this regard, prior to occupation of the said Leased Premises by Lessee, will be borne by the Lessor. Any escalation in the monthly maintenance shall be borne and paid by the Lessee only.

4)

LESSOR’S RESPONSIBILITY

The Lessor hereby agrees to hand over the possession of the said Leased premises, duly furnished as per the specification mentioned in the Annexure — II attached hereto on or prior to 20 ^th February 2007.

5)

USE

a)

The Lessee shall use the Leased Premises only for the purpose of carrying on its business activities.

b)

The Lessee is entitled to keep all such equipment at the Leased Premises as required to effectively carry out its business operations. The Lessee shall not store or keep or permit to store or keep any illegal goods, explosives or obnoxious, dangerous or inflammable material which may cause damage to the Leased Premises or be in violation of any local laws, rules and regulations.

c)

The Lessor shall be deemed to be in judicial possession of the said Leased premises and the Lessee shall use and be in occupation of the Leased premises as a mere Lessee it being the intention of the parties hereto that the exclusive possession of the Leased premises shall vest in the Lessor alone.

6)

FACILITIES

a)

Power : The Lessor shall, during the entire period of the Lease and any renewals thereof, ensure that the Leased Premises has a sanctioned electricity and power load at least equivalent to 1.5 KVA per 100 Sq.ft. area and that there are requisite cable/lines so as to ensure regular supply of electricity and power in the Leased Premises and the electric points therein, at no additional cost

b)

Additional Power:— The Lessor shall also provide additional power, if required, by the Lessee. Any such request for additional power shall be made in writing by Lessee. The costs, deposits, charges etc. that may be required for procuring such additional power shall be borne and paid by the Lessee.

c)

Generator :- The Lessor further undertakes to provide facilities for 100% (one hundred percent) Generator backup for the Leased premises, at no extra cost (including, without limitation, the cost of maintenance and repair of such Generator backup) , throughout the term of the Lease period. The Lessee shall be responsible for day to day operating and maintaining the same at its own cost, including the AMC of Generator and changeover. The actual diesel consumption will be charged on hourly basis @ Rs 15 per KVA per hour.

d)

The Lessee shall pay an Annual Maintenance Charge (AMC) of Rs 500 per KVA of power dedicated to the Lessee towards repair and maintenance charges of the DG sets used by the Lessee

e)

Water connection: — The Lessor shall provide adequate water connection at the Leased Premises for the purpose of drinking, for the use of the toilets and for other purposes related to use of the Leased Premises by the Lessee in proportion to the ratio of the square footage of the Lease premises to the total amount of square footage.

f)

Specifications: — To provide the Leased premises with the specifications as detailed in Annexure I hereto.

7)

TELEPHONE, FAX, INTERNET AND CABLE LINES

The Lessee shall have the right to apply for, obtain and install as many telephone, fax, internet and / or cable lines in the Leased Premises as it may deem necessary for its business activities in its own name and at its own cost. The Lessee shall pay all the charges pertaining to such lines installed, directly to the appropriate agencies / authorities. The Lessee shall have a right to remove the telephone, fax, internet and/or cable lines so obtained by it on the expiry / termination of the Lease.

8)

TAXES

The Lessor has paid and shall continue and be solely responsible to pay all present and future taxes, municipal and local levies, betterment charges, rates, cess, property taxes excluding Service tax, Lease tax etc and any other dues (" Taxes ") and any increases thereto levied by the Government of Maharashtra, the Central Government and/or any other statutory authorities, in respect of the Leased Premises, including property tax, cess, etc and shall not let them remain in arrears. In case if the Property Tax assessment is carried out in the name of the Lessee, as per the Corporation Rules, the Lessee may at their discretion may pay such property taxes and recover the same from the Lessor against the monthly rental payment.

9)

FURNITURE, FIXTURES AND EQUIPMENTS :

10)

LESSEE’S ADDITIONS, ALTERATIONS & IMPROVEMENTS:

a.

The Lessee shall not make or permit to be made any alteration or addition to the Leased Premises, amounting to permanent change/s, which will damage or

structurally alter or modify the premises. However, the Lessee shall be at liberty to make fix or install furniture’s, fixtures, machinery and equipments, cabin/s counters and other interior signage’s, electric, telephones and other installations, and fixtures required for and incidental to carrying out the Lessee’s business from the Leased Premises. It is agreed that all additions, alterations and improvements made by the Lessee shall at all times remain the property of the Lessee and may be removed by the Lessee upon vacating the Leased Premises. The Lessee shall, however, repair any damage caused to the Leased Premises arising from the removal and restore the same to a sound and reasonable condition.

b.

Lessee shall not make any alterations in or addition to the external part or any part of the Leased Premises either by painting or exhibiting or affixing any signboards, neon signs, name-boards or advertisement or any permanent or temporary attachment thereon or in any other manner whatsoever except as hereinafter provided.

11)

MAINTAINENCE AND REPAIRS :

The Lessor shall:

a.

At its own cost carry out structural and / or major repairs including leakage of roof, external electricity wiring or bursting of water pipes or defective sewerage system or other such defects in the Leased Premises, upon the Lessee’s request and further the Lessor shall obtain all necessary approvals of the concerned authorities to carry out the repairs as may be required.

b.

At all times during the term of this Lease, be responsible to keep the sewers, drains, water pipes, external electric cables, wires and supply lines, in relation to the Leased premises in good condition and repair.

12)

COVENANTS OF THE LESSOR :

12.1

The Lessor hereby covenant that they are the absolute owners of the Schedule B Property having free and clear title to the Leased Premises. Further, the Lessor covenant that the building wherein the Leased Premises and the

common areas are located has heretofore been acquired, developed, constructed and maintained, and hereafter shall be maintained, all in compliance with all applicable laws, regulations and requirements whatsoever including, without limitation, all zoning, building, fire, water, waste, environmental, electrical, health and safety codes, bye-laws, rules and requirements whatsoever (all together herein, the " Local Laws ").

12.2

There are no restrictive covenants operating upon the Leased Premises adversely affecting the Lease of the Leased premises. The Lessor further warrants that