LEASE DEED

Exhibit 10

LEASE DEED

This Lease Deed (“ Lease Deed ”) is made and executed in Bangalore on this 26th day of March, 2008.

1.

Mr. Narayan Reddy, son of Late Muniswamy Reddy

2.

Mr. N Srinivas Reddy, son of Narayan Reddy and

3.

Mr. N Keshava Reddy, son of Narayan Reddy

parties 1, 2 and 3 residing at No. 17, 6 ^th Block, Koramangala Layout, Bangalore 560094 hereinafter collectively referred to as the “ Lessors ” (which expression shall unless repugnant to the context mean and include its affiliates, successors-in-interest, administrators, executors and permitted assigns) of the One Part;

AND

Spheris India Private Limited , a company registered under the Companies Act, 1956 and having its registered office at # 1, Spheris Plaza, Koramangala Block 8, Bangalore 560095, represented by its authorized signatory , Mr. R.J. Srinivas Murthy, Chief Financial Officer hereinafter referred to as the “ Lessee ” (which expression shall unless repugnant to the context mean and include its subsidiaries, affiliates, group companies, successors-in-interest, administrators, executors and permitted assigns) of the Other Part.

The Lessor and the Lessee are hereinafter individually referred to as “ Party” and collectively as “ Parties ”.

WHEREAS

A.

The Lessors represent that they are the sole and absolute owners of the superstructure and the property situated at Padmavathi Industrial Complex, bearing Khatha Nos. 637/4, 637/5, and 637/6, (Survey Nos. 81/1, 81/2, 81/5 and 81/11) and BBMP property No.2, Koramangala, 80 ft. Road, Bangalore 560095, measuring 5063.04. sq. mtrs. (54500sq. ft.) more fully described in the Schedule hereto and hereinafter referred to as the “ Demised Premises ”.

B.

The Lessors represent that no other person has any claim, right, title, interest or share in the Demised Premises and that there is no impediment or bar to grant of this lease by the Lessors under any law, order, decree or contract and that the Demised Premises is not subject to attachment, court or acquisition proceedings;

C.

The Lessee has approached the Lessors and the Lessors have agreed to grant to the Lessee, lease of the Demised Premises on the terms and conditions stipulated herein and agreed by the Parties hereto.

1.

Grant of Lease

Subject to the terms of this Lease Deed, the Lessors hereby grant to the Lessee and the Lessee hereby accepts from the Lessors a lease to use, occupy and enjoy the Demised Premises for the period as mentioned in clause 2 of this Lease Deed on the terms and conditions hereinafter mentioned and as incidental thereto.

2.

Term

The lease shall be valid and subsisting for a period of 5(Five) years, commencing from 09 th day of April,2008 (“ Commencement Date ”) to 08 th day of April 2013 (both days inclusive), subject to sooner determination as hereunder provided, at the end of which term the Lessee shall hand over vacant possession of the Demised Premises to the Lessors.

3.

Rent

3.1

The monthly rent shall be calculated at the rate of Rs. 60 /- per sq. ft. in respect of the first five floors for a total area of 5063.04 sq. mtrs. (54,500 sq. ft.) (“ Rent ”) and the monthly rent shall be calculated at the rate of Rs. 20/- per sq.ft for Terrace floor (cafeteria) for a total area of 545 Sq. mtrs (5865 sq.ft). (“ Rent ”) shall be subject to an escalation of 15.5% every 2 (two) years thereafter for all the floors, until the expiry or earlier termination of this Lease Deed.

3.2

The Rent and service tax thereon in respect of the Demised Premises as specified in this Lease Deed shall be paid monthly in advance on or before the 8th of each month from the receipt of invoice of the English calendar month (in respect of which the rent is due) by a crossed account payee demand draft or cheque payable at Bangalore in favour of the Lessors. The same shall be handed over to the Lessors at their address mentioned above and be duly acknowledged by them and the Lessee shall be deemed to be absolved of its liability on the date on which such cheque duly honoured by the drawee bank.

3.3

The Lessee shall deduct tax at source from the Rent as may be applicable under the provisions of the Income Tax Act, 1961 and make all other statutory deductions as may be required to be made on all payments to be made to the Lessors, and the Lessee shall provide tax deduction at source certificates to the Lessors at regular intervals.

3.4

In the event the Lessee is called upon by any governmental authority or any financial or lending institutions to whom the Lessors owe any sums of money, to pay the dues of the Lessee from directly out of the lease rentals, the Lessee shall inform the Lessors of such a demand and in the event the Lessors do not cause the governmental authority or financial or lending institutions above mentioned to retract their request, the Lessee shall be permitted to make such payment directly to such authorities and to recover the amounts so paid from the Rent payable to

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the Lessors. It being clearly understood that any payments made by the Lessee on behalf of the Lessors as set out herein and deducted from the Rent shall not be deemed to be a breach of the terms of this Lease Deed.

4.

Security Deposit

On execution of this Lease Deed, Lessee agrees to deposit and maintain an interest free security deposit equivalent to 6 (Six) months of lease rent amounting to Rs.20,323,800 (Rupees two crores three lakhs twenty three thousand and eight hundred only) for the Demised Premises (“ Security Deposit ”) adjusting the existing security deposit of Rs.3,000,000 (Rupees thirty lakhs only) with Lessor and the balance an amount of Rs. 17,323,800/- (Rupees One crore seventy three lakhs twenty three thousand and eight hundred only) is paid as follows:

S1. No.		Ch No.				Rs.				Favoring (Lessor name)
1			001924				5,774,600			M Narayan Reddy (lessor #1 above)
2			001925				5,774,600			N Srinivas Reddy (lessor #2 above)
3			001926				5,774,600			N Keshava Reddy (lessor #3 above)

All cheques are drawn on Kotak Mahindra Bank, Lavelle Road Branch. The Security Deposit is refundable simultaneously with the surrender of vacant, reinstated and debonded possession of the Demised Premises and subject to the Lessee having paid and cleared all the dues to the Lessor upto the date of surrender. Lessor shall be liable to pay 15% (fifteen per cent) interest on the Security Deposit in the event of any delay in refund of the Security Deposit. In addition the Lessee shall be entitled to continue possession of the Demised Premises without payment of any Rent or other charges until refund of the Security Deposit with the Lessor.

5.

Other Amenities

5.1

The Lessee shall pay regularly the electricity and water charges as demanded by the Bangalore Electric Supply Company and BWSSB based on actual consumption as recorded in the separate meters concerned provided for the Demised Premises by the Lessors.

5.2

The Lessors have represented to the Lessee that the Demised Premises can bear a load of upto 400 kg/sq. mtrs.

6.

Use, Indemnity and Condition of Demised Premises

6.1

The Lessee and/or only its subsidiaries or associated or group companies or affiliates shall enjoy the peaceful and uninterrupted use of the Demised Premises for carrying out the activities of medical transcription and any other activities as that the Lessee or its affiliates are authorized to perform. However, such usage shall not amount to any sub-lease.

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6.2

It is expressly agreed by the Parties that the Lessee shall enjoy free and complete access to the compound space and other common spaces of the Demised Premises.

6.3

The Lessor shall indemnify and hold the Lessee harmless from and against any and all liabilities, claims and/or losses of any kind arising directly or indirectly entirely or in part, resulting from their respective acts concerning the Demised Premises and/or by virtue of any suit, proceeding or claims filed or preferred by any person, financial institution or bank, or any agency or association of persons against the Lessee/Lessor in respect of the Demised Premises or from breach of any of the representations or warranties provided by the Lessor under this Lease Deed.

7.

Fixtures and Fittings

7.1

It is hereby expressly agreed between the Parties that the Lessee shall have the right during the subsistence of this lease, to attach fixtures, fittings in or upon the Demised Premises, carry out civil works and do all such acts and things as are necessary to bring about appropriate improvements to the Demised Premises. The Lessee undertakes that, in the course of carrying out any activities set out in this Clause 6, it shall not to cause any damage to the beams and floors of the Demised Premises and shall keep the Demised Premises in a tenantable condition, normal wear and tear.

7.2

At the expiry or earlier termination of the Lease Deed, the Lessee may, at its sole discretion, remove all the fixtures, fittings and other equipment installed by the Lessee, except elevators, windows and toilet/bathroom fittings and fixtures without damaging the Demised Premises normal wear and tear excepted.

8.

Representations And Warranties

8.1

The Lessor makes the following representations and warranties:

(a)

Lessor is the sole and absolute owner of the Demised Premises and has the authority to lease the Demised Premises to the Lessee.

(b)

Lessor shall observe and perform all the terms, conditions, covenants and provisions on which the Lessor holds the Demised Premises and shall pay and discharge all his liabilities (including rates, taxes, levies, assessments, charges, maintenance, other outgoings and non occupancy charges) pertaining to the Demised Premises and all other present liabilities to the government, municipality and all other authorities in respect of the Demised Premises and shall not do, omit or suffer to be done anything whereby the Lessee’s right to use the Demised Premises is forfeited/extinguished.

(c)

In the event of failure by the Lessor to make necessary statutory payments or payments t