OFFICE SPACE LEASE DEED
 
This Lease Deed ("Lease") is made and executed as of the 29th day of September
..... by and between XYZ …………. Limited, a Company within the meaning of
the Companies Act, 1956 and having its registered office at ……………….. represented through 
its authorised signatory, Mr. .... ...., Chairman (hereinafter referred to as the 
"Lessor") which expression shall where the context admits include its successors and
assigns of the ONE PART
 
And
 
 
 
 
 
 
YYY .... (....) Private Limited, a Company within the meaning of the
Companies Act, 1956 and having its registered office at …, .... ....,
MIDC, Talwade, Pune 412 114, represented through its authorised signatory, Mr.
.... ...., Vice President thereinafter referred to as the "Lessee") which
expression shall where the context admits include its successors and assigns of
the OTHER PART.
 
WHEREAS the Lessor had entered into an Agreement for Sale dated 28th September
1998 with .... .... Industrial Infrastructure Corporation Limited (APIIC)
for purchase of land admeasuring 1.495 Acres which is equivalent to 7,235.80
Square Yards in Plot No. 5 at .... Unit Layout Phase 1 in Survey No. 64/2 of
.... .... Village, .... .... .... .... District, ....
.... subject to the establishment of a .... Development Unit on the said
land.
 
  /s/ .... ....
 
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AND WHEREAS upon the Lessor establishing the .... Development Unit in terms
of the aforementioned Agreement for Sale, APIIC has conveyed the title to the
land admeasuring 1.501 Acres equivalent to 7,264.84 square yards situated in
Plot No. 5 at .... Units Layout, Phase 1, in Survey no. 64/2 of ....
.... Village, .... ...., .... .... District, .... .... to
the Lessor through an Absolute Sale Deed dated 31st May 2001 and registered as
document no. 3853 of 2001 in the office of the Joint Sub-Registrar -- I, ....
.... District, .... .....
 
AND WHEREAS the Lessor is the absolute owner of the property located at Plot
No. 5, .... Units Layout, ...., .... Municipality, ....
.... District (the "Property") which is free from all claims and encumbrances.
 
AND WHEREAS the Lessor and the Lessee wishes to enter into a lease arrangement
for the "Demised Premises" as described in Exhibit "C" attached hereto with this
Lease Deed for the term and subject to the conditions and agreements herein
contained.
 
NOW THIS DEED OF LEASE WTTNESSETH AS FOLLOWS:
 
In consideration of the mutual promises and agreements set forth in this Lease
Deed together with the Exhibits and any Addenda attached hereto, the Lessor and
the Lessee agrees as follows:
 
SECTION 1. EXHIBITS.
 
This Lease together with the Exhibits annexed hereto and hereinafter described,
are by reference incorporated herein and made a part hereof as though fully set
forth in the text of this Lease. The Exhibits consist of the following:
 
 Exhibit A - General Terms & Conditions
 
 Exhibit B - Building Premises, Demised Premises and Demised Room
 
 Exhibit C - Operating Expenses
 
 Exhibit D - Definitions
 
SECTION 2. DEMISED PREMISES
 
(a)  The Lessor hereby demises and leases unto Lessee, and Lessee does take on
lease from the Lessor, the office space admeasuring 14,530 square feet on the
First Floor (South Side) of the building situated at # 5, .... Unit Layout
morefully described in Exhibit "C" hereunder and herein referred to as the
"Demised Premises" together
 
/s/ .... .... /s/ .... ....
 
 b
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 with easements, rights and advantages appurtenant thereof, for setting up
 their office premises together with the right of the Lessee, its employees,
 agents, contractors and servants to the use of the Demised Premises.
 
(b) In consideration of the rent and security deposit to be paid on the part of
 the Lessee as provided in Section 4 and 5 hereunder respectively and of the
 covenants and conditions contained in the Exhibits annexed to this lease
 deed to be observed and performed by the parties hereto, the Lessor doth
 hereby grant and demise the Demised Premises to the Lessee for carrying out
 their business including using the Demised Premises for office under the
 name and title of M/s. YYY .... .... Private Limited and/or any of
 the Lessee's subsidiaries/affiliates or any other entity belonging to the
 Lessee's group of companies pertaining to the business of Information
 .... and/or Information .... Enabled Services (ITES) commencing
 from 1st January .... (hereinafter referred to as the COMMENCEMENT DATE).
 However, in the event the Lessee is desirous of taking lease of the Demised
 Premises prior to the commencement date, the Lessor shall grant permission
 for the same and the terms of this lease deed will commence from such prior
 date accordingly (hereinafter referred to as the PRIOR COMMENCEMENT DATE).
 In the case of happening of such an event the occurrence of the prior
 commencement date shall be intimated by the Lessee to the Lessor in writing
 and/or in any other media such as facsimile or electronic-mail and the said
 prior commencement date is hereinafter agreed by both parties to be
 construed as the commencement date of this lease deed.
 
(c) Notwithstanding the commencement date mentioned in clause (b) above, the
 Lessor doth hereby grant and agrees to demise to the Lessee a room
 admeasuring 650 (six hundred and fifty) square feet being a portion of the
 Demised Premises more fully described in the Exhibit C hereunder and
 hereinafter referred to as the "demised room" to be used by the Lessee,
 inter alia, as the storage for critical computer machinery such as servers
 and other related equipments commencing from 15th October ..... (hereinafter
 referred to as the COMMENCEMENT DATE FOR DEMISED ROOM). However, it is
 hereby agreed by the parties that for the purpose of calculating the period
 of the lease for the demised room with respect to termination, enhancement
 of rent including the conditions thereto and the operating expenses as
 provided in Sections 3(b), 3(e), 4 and 6 of this lease deed, the
 commencement date for demised room shall be considered to be the
 commencement date of this Lease.
 
SECTION 3. TERM & TERMINATION
 
 This Lease and the partie's respective rights, obligations and liabilities
 hereunder shall be effective from "the commencement date" (hereinafter
 referred to as "the commencement date for demised room") of the demised
 room being a portion of the Demised Premises to be leased to the Lessee and
 from the "commencement date" in terms of the provisions of Section 2 (b) of
 this Lease for the balance portion of the Demised Premises. The Lessor
  shall deliver free and vacant possession of the Demised Premises including
 the demised room to the Lessee on the date of execution
 
/s/ .... .... /s/ .... ....
 
  c
<Page>
 
 of this lease deed and the Lessee shall take possession subject to the
 Lessor providing "Provisional Occupancy Certificate" of the South Wing of
 the building premises comprising of the Ground Floor, First Floor and
 Second Floor to be issued by the Municipal Corporation of .... (MCH)
 or any other competent authority in this respect on or before 15th November
 ...... In the event the Lessor is unable to provide the Occupancy
 Certificate on or before 15th November ....., the Lessee shall have the
 right to suspend the payment of the Rent until the production of the
 Provisional Occupancy Certificate.
 
(b) The term of this Lease shall commence from the Commencement Date and ending
 at 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Lessee shall
 have the sole option to renew the lease for further period (s) on the same
 terms and conditions as mentioned herein subject to an increase in lease
 rent as mentioned in Section 4 below. However, in the event, the Lessee
 continues to remain in possession of the Demised Premises only for 3
 (three) months after the Expiration Date of this Lease, the increase in
 Lease Rent will not be applicable. The enhanced Lease Rent will be
 applicable from 16th March 2005 retrospectively in the event the period of
 Lease extends beyond the aforementioned 3 (three) months from the
 Expiration Date of this Lease.
 
(c) In case, the Lessee intends to renew the lease for further period/s after
 the Expiration Date of this Lease, it shall do so by issuing a written
 notice of such intention to the Lessor at least 3 (three) months prior to
 the expiry of this Lease.
 
(d) In the event the parties are not desirous of seeking extension of the Lease
 beyond the initial lease term then the Lessee shall hand over the
 possession of the Demised Premises in good condition subject to normal wear
 and tear. The Lessee clearly understands and agrees that the Demised
 Premises shall at all times be the property of the Lessor and shall not get
 transferred, at any time or at the end of the term of this Lease, to the
 Lessee.
 
(e) The Lessee can terminate this Lease any time after 11.59 p.m. of 14th
 September .... by giving at least three (3) months prior notice, in writing
 to the Lessor.
 
(f) Notwithstanding anything contained herein, in the event, either party
 commits any breach or fails to observe or perform any of the covenants,
 terms and conditions under this Deed or any exhibits forming part of this
 Deed the aggrieved party shall have the option to forthwith terminate the
 Lease. This would be without prejudice to the other legal rights of the
 aggrieved party in respect of such breach by the party committing such
 breach.
 
/s/ .... .... /s/ .... ....
 
 d
<Page>
 
SECTION 4 RENT
 
Commencing on the "Commencement Date" and the "Commencement Date for the Demised
Room" respectively, the Lessee covenants and agrees to pay to Lessor a monthly
rent as follows:
 
The Lessee has agreed to pay to the Lessor Rs. 25.00 (Rupees twenty-five only)
per square feet per month with effect from the Commencement Date of this Lease
and the Commencement Date for Demised Room towards the monthly rent for the
Demised Premises and the Demised Room respectively in advance on or before the
15th day of each Lease month for which it is due subject to deduction of tax at
source as may be applicable. However upon extension of the lease beyond 3
(three) months from the Expiration Date of this Lease, the monthly rent will be
enhanced to Rs. 27.00 (Rupees twenty seven only) per square foot up to 15th
March 2006. In the event, the Lessee continues to remain in possession of the
Demised Premises only for 3 (three) months after the Expiration Date of this
Lease, the increase in Lease Rent will not be applicable. The enhanced Lease
Rent will be applicable from the 1st (first) month after the Expiration Date of
this Lease retrospectively in the event the period of Lease extends beyond 3
(three) months from the Expiration Date of this Lease.
 
SECTION 5 SECURITY DEPOSIT
 
The Lessee agrees to pay and maintain an amount equivalent of four (4) months
rent for the Demised Premises as described in section 4 amounting to Rs.
14,53,000.00 (Rupees fourteen lakhs fifty three thousand only) on account of
interest free refundable security deposit (hereinafter "IFRSD") in two
instalments, the first instalment of Rs. 6,00,000.00 (Rupees six lakhs only)
payable on 1st October ..... and the final instalment of Rs. 8,53,000.00 (Rupees
eight lakhs fifty three thousand only) payable on 1st December ...... The Lessor
shall be entitled to adjust the IFRSD against the rent payable for the notice
period and the balance (unadjusted) amount of IFRSD shall be refunded to the
lessee simultaneously against the handing over of possession of Demised Premises
on the expiry or earlier termination of this Lease, as the case may be. However,
the Lessee shall pay the lessor, electricity, water and telephone usage charges
pertaining to the Demised Premises up to handing over of the Demised Premises.
 
SECTION 6 OPERATING EXPENSES
 
(a) The Lessee shall pay the maintenance charges for the said facilities and
 amenities in proportion to the chargeable area i.e., the area admeasuring
 14,530 square feet of the Demised Premises. However, the Lessee shall not
 be liable to pay the maintenance charges till 15th March ..... The Lessee
 shall pay the maintenance charges at the rate of Re. 1.00 (Rupee one only)
 per square feet of chargeable area of the Demised
 
/s/ .... .... /s/ .... ....
 
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<Page>
 
 Premises per month for a period of 6 (six) months commencing from 16th
 March .... and at the rate of Rs. 2.00 (Rupees two only) per square feet of
 chargeable area, i.e., the area admeasuring 14,530 square feet of the
 Demised Premises per month commencing from 16th September .... till the
 Expiration Date of this Lease. In the event the Lessee continues after the
  Expiration Date of this Lease, the Lessee shall pay the maintenance charges
 at the rate of Rs. 3.00 (Rupees three only) per square feet per month upto
 15th March 2006. However, the increase in the maintenance charges will not
 be applicable, in the event, the Lessee continues to remain in possession
 of the Demised Premises only for 3 (three months) after the Expiration Date
 of this Lease. The enhanced maintenance charges will be applicable from the
 1st (first) month after the Expiration Date of this Lease retrospectively
 in the event the period of Lease extends beyond 3 (three) months from the
 Expiration Date of this Lease.
 
(b) The Lessee shall pay the monthly maintenance fees simultaneously with the
 lease rent in advance on or before the 15th day of each Lease month for
 which it is due. The Lessor to bear and pay the maintenance charges over
 and above the rates mentioned above in respect of the Demised Premises.
 
IN WITNESS WHEREOF, Lessor and Lessee have read and understood this Lease along
with the Exhibits attached and have executed the same in duplicate under seal as
of the day and year first above written.
 
 
Witnesses/attest as to Lessor: LESSOR:
 
1. By /s/ A .... ....  By /s/ .... ....
 
 Name A .... .... Name .... ....
 
 Title MANAGER Title CHAIRMAN
 
2. By /s/ .... ....
 
 Name .... ....
 
 Title MANAGER
 
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<Page>
 
Witnesses/attest as to Lessee: LESSEE:
 
1. By /s/ .... .... By /s/ .... ....
 
 Name .... .... Name .... ....
 
 Title ASSOCIATE, FOX .... Title VICE PRESIDENT
 SOLICITORS & ADVOCATES
 
2. By /s/ J. .... 
 
 Name J. .... 
 
 Title ADVOCATE
 
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<Page>
 
 EXHIBIT "A"
 
 GENERAL TERMS AND CONDITIONS
 
  TO
 
 LEASE DEED BETWEEN
 XYZ SOFT (P) LTD. (Lessor)
 AND
 YYY .... (....) PVT. LIMITED (Lessee)
 
 TABLE OF CONTENTS
 
 
  
FACILITIES & AMENETIES ......................................................... 3
 
 GTC-1: FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR ................. 3
 GTC-2: MAINTENANCE ..................................................... 4
 GTC-3: ELECTRICITY ..................................................... 4
 GTC-4: WATER ........................................................... 5
 GTC-5: DIESEL GENERATOR SET ............................................ 5
 GTC-6: AIR CONDITIONING ................................................ 6
 GTC-7: CAFETERIA ....................................................... 6
 GTC-8: ....ING ......................................................... 6
 GTC-9: SUSPENSION OF FACILITIES ........................................ 7
 
RENTS, REIMBURSEMENTS, TERM & TERMINATION ...................................... 8
 
 GTC-10: HOLDING OVER .................................................... 8
 GTC-ll: RENT ............................................................ 8
 GTC-12: SURRENDER OF DEMISED PREMISES ................................... 9
 
RULES & REGULATION FOR USE OF PREMISES ......................................... 10
 
 GTC-13: USE OF PREMISES ................................................. 10
 GTC-14: RULES & REGULATIONS ............................................. 11
 GTC-15: ASSIGNMENT AND SUBLETTING ....................................... 11
 GTC-16: ALTERATIONS ..................................................... 12
 GTC-17: CONDITION OF DEMISED PREMISES ................................... 13
 GTC-18: FURNITURE AND EQUIPMENT ......................................... 13
 GTC-19: REPAIRS AND INSPECTION .......................................... 13
 GTC-20: LESSEE'S INSURANCE .............................................. 14
 GTC-21: CHANGES TO BUILDING SYSTEMS/ LESSEE EQUIPMENT ................... 14
 GTC-22: DAMAGE TO PROPERTY .............................................. 15
 GTC-23: FIRE AND OTHER CASUALTY DAMAGE TO DEMISED PREMISES .............. 15
 
MISCELLANEOUS .................................................................. 16
 
 GTC-24: THE LESSOR HEREBY COVENANTS WITH THE LESSEE THAT ................ 16
 GTC-25: WAIVER OF SUBROGATION; INDEMNITY ................................ 17
 GTC-26: DEFAULT OF LESSEE ............................................... 18
 GTC-27: WAIVER .......................................................... 19
 GTC-28: CONDEMNATION .................................................... 20
 GTC-29: RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT LATE PAYMENTS .......... 20
 GTC-30: NO REPRESENTATION BY LESSOR ..................................... 21
 GTC-31: BROKERS ......................................................... 21
 GTC-32: NOTICES ......................................................... 21
 GTC-33: FINANCING REQUIREMENTS .......................................... 21
 GTC-34: PEACEFUL ENJOYMENT OF DEMISED PREMISES........................... 21
 GTC-35: SUCCESSORS AND ASSIGNS .......................................... 22
 GTC-36: NAME OF PROPERTY ................................................ 22
 GTC-37: SIGNS ........................................................... 22
 GTC-38: ENTIRE AGREEMENT/ SURVIVAL ...................................... 22
 GTC-39: APPLICABLE LAWS ................................................. 22
 
 
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 GTC-40: EXONERATION ..................................................... 22
 GTC-41: PARTIAL INVALIDITY .............................................. 23
 GTC-42: ARBITRATION ..................................................... 23
 GTC-43: PRONOUNS ........................................................ 23
 GTC-44: CAPTIONS AND SECTION NUMBERS .................................... 23
 GTC-45: RECORDING ....................................................... 24
  GTC-46: TIME OF THE ESSENCE ............................................. 24
 GTC-47: STAMP DUTY, REGISTRATION CHARGES AND OTHER EXPENSES ............. 24
 GTG-48: NO PARTNERSHIP ..................................................  24
 GTC-49: LESSEE'S AUTHORITY .............................................. 24
 
 
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<Page>
 
 FACILITIES & AMENETIES
 
GTC-l: FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR
 
The Lessor agrees to provide the following amenities and facilities apart from
the super built-up areas described in Exhibit 'A' for which sums mentioned in
Section 4 shall be charged from the Lessee
 
(a) Office Space shall provide for
 
 (i) Air-conditioning units for the Demised Premises as described in
 GTC-6, Exhibit 'A'
 
 (ii) Polished Mosaic Flooring
 
 (iii) Provision to connect to the central Fire Alarm system
 
(b) Lobby Areas in the Main Building with
 
 (i) Air-conditioning
 
 (ii) Lighting
 
 (iii) Four (4) numbers 13-passenger high speed elevators
 
 (iv) Fire alarm system
 
(c) Other Utilities and amenities
 
 (i) Water for Lavatory purpose
 
 (ii) Electrical Sub-station
 
 (iii) Diesel Generating Set as an alternate source for power supply,
 full backup power
 
 (iv) Electrical Load sanction for 1000 KVA for the use of the entire
 premises
 
 (v) Fire Fighting system
 
 (vi) Ample ....ing Conditions apply, as described in GTC-8. Exhibit
 'A'
 
/s/ .... .... /s/ .... ....
 
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<Page>
 
GTG-2: MAINTENANCE
 
(a) The following facilities (but not limited to) shall be provided by the
 Lessor as part of the Maintenance of the Campus for which the sum
  defined in Section 6 (of the Lease Deed) as Maintenance Rent shall be
 charged to the Lessee
 
 (i) Twenty-Four hour Security Guards at all entry and exit points
 from the Campus. These security Guards shall perform routine
 checks for all inward and outward movement of men, material and
 machinery. The Lessee shall provide for Security at its expense
 at all entry and exit points of the Office Space.
 
 (ii) Housekeeping shall be carried out and limited to common areas
 (Lobbies, Cafeteria, Fire Escape Stairs, Internal Staircases,
 ....ing, Roads, Pathways, Courtyard, fountains & landscape
 gardens). The Lessee shall carry out housekeeping inside the
 Office Space.
 
 (iii) General Pest and rodent Control measures shall be carried out in
 the common areas and around the Buildings. Lessee shall arrange
 for carrying out General Pest and rodent control activities
 inside the Office Space.
 
 (iv) Civil Maintenance of the structures, roads and pathways shall be
 carried out from time to time or as and when required to
  maintain them for regular use. Such maintenance shall normally
 include waterproofing, painting, plastering, flooring, plumbing
 etc. The Lessor shall not be responsible for any damages caused
 to structure by the Lessee. Such damages shall be rectified at
 the cost of Lessee, to be included as Reimbursements.
 
 (v) Maintenance of all the Equipment provided by the Lessor as part
 of facilities and amenities in the Rent. This includes
 preventive maintenance, routine maintenance, annual maintenance,
 spares etc. The Lessor will ensure minimum breakdown of the
 equipment and restore the services at the earliest.
 
 (vi)  Regular maintenance in respect of electrical installations
 provided by the Lessor as part of facilities and amenities in
 the Rent. The work generally includes replacement of electrical
 consumables, replacement of light fittings and consumables etc.
 The Lessee is responsible for his demised premises.
 
GTC-3: ELECTRICITY
 
 (a) 1000 KVA power supply connection shall be made available for the
 Building from the electric utility company. The Lessee shall be
 entitled to power supply proportionate to the area occupied in
 the Demised Premises allotted in the Building Premises. In case
 the Lessee requires power in addition to its share of
 proportionate power supply, the Lessor shall assist and fully
 co-operate and
 
/s/ .... ....
 
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<Page>
 
 procure the required additional power supply from the APTRANSCO
 or any other government body regulating the same.
 
 (b) The necessary deposit and charges to provide the power supply
 connection shall be borne by the Lessor. The Lessee will not be
 entitled to any income or a share of any income that may be
 received on such deposits and charges.
 
 (c) Lessee shall pay Lessor, monthly charges for electricity used in
  the Demised Premises at a rate equal to the rate which Lessee
 would otherwise pay for such service if the same were furnished
 to Lessee by the electric utility company supplying electricity
 to the Property ("utility's prevailing rate"). Any deposit to be
 paid to the utility company shall be the sole responsibility of
 Lessor. The Lessor at its own cost shall provide with separate
 electricity sub -meter for the Demised Premises during the Lease
 period.
 
 (d) Lessor shall have the right, exercisable at any time during the
 Term, not to charge Lessee for electricity used as hereinbefore
 provided, and if such right is exercised, Lessee shall
 thereafter pay all charges for electricity directly to the
 electric utility company providing such service.
 
GTC-4: WATER
 
(a) 1,50,000 liters per day of water supply will be made available by
 Lessor from APIIC. In case of intermittent water supply by the APIIC
 water shall be arranged from alternate sources. In the event the Lessee
 shall have to arrange for its own water supply the Lessor shall
 reimburse the expenses incurred by the Lessee for the same. In the
 event the Lessor fails to do so then the Lessee shall be entitled to
 deduct the costs incurred for the said installation from the rent
 payable in the immediate following month(s).
 
(b) The necessary deposit and charges to provide the water supply
 connection shall be borne by the Lessor. The Lessee will not be
 entitled to any income or a share of any income that may be received on
  such deposits and charges.
 
GTC-5: DIESEL GENERATOR SET
 
 (a) The Lessor shall provide 100 % power back up by 2 X 500 Kva DG
 sets running in synchronization in case of power failure.
 
 (b) The total expenditure incurred on purchase of the DG Sets will be
 borne by the Lessor there will not be separate metering of the
 same. The usage will be charged as per the prevailing power
 utility rates and the Lessee shall pay the same to the Lessor.
 
 (c) Any other expenditure, other than mentioned in GTC-5 (b) above
 incurred for running or maintenance of the DG Set shall be borne
 by Lessor.
 
/s/ .... ....  /s/ .... ....
 
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GTC-6: AIR CONDITIONING
 
(a) Lessor will provide 41.7 Ton Air Condition Equipment of premium
 quality. The Lessee shall make provision to connect this Equipment to
 the Lessees source of power so that it can be metered by Lessees
 electricity sub-meter. The Lessee shall provide and install the
 connection from the unit at its own cost and means of circulation
 inside the Office space occupied by the Lessee from the
 Air-conditioners provided by Lessor, subject to scrutiny and
 confirmation of technical parameters by Lessor. The Lessor is not
 obliged to provide the circulation network within the Office Space
 occupied by the Lessee. The Lessee is at liberty to use the Air
 Conditioning equipment provided by the Lessor at any time as per his
 convenience.
 
GTC-7:  CAFETERIA
 
(a) The Lessor shall provide for a common cafeteria for all the occupants
 of the Campus with the following facilities
 
 (i) Four (4) numbers 13-passenger high speed lifts
 
 (ii) Air-conditioning
 
 (iii) Furniture
 
 (iv) Kitchen Equipment
 
 (v) Cutlery & Crockery
 
(b) The Cafeteria is a self-service facility where disposal of used plates
 and glasses shall be done by the users.
 
(c) The Lessee will pay for the consumption of food & beverages directly to
 the cafeteria management at rates mutually agreed upon by the Lessee
 and Cafeteria Management. The Lessor will not be responsible for
 determination of the terms of provision of food and beverages at the
 cafeteria by the Cafeteria Management.
 
(d) The Cafeteria shall be used for the purpose of consumption of food &
 beverages only. The Lessee shall not utilize the cafeteria to conduct
  any meetings, discussions or any other group or individual activity
 without the prior consent of the Lessor.
 
(e) If the Cafeteria is required for some meetings/parties by the Lessee
 prior permission from the Lessor should be obtained. Such meetings
 shall be held only at times when cafeteria is not being used. The
 Lessee agrees to pay the Lessor for such use at mutually agreed rates.
 
GTC-8: ....ING
 
(a) The Lessor shall provide for common covered ....ing area to accommodate
 one (1) car for every 750 SFT leased by the Lessee at no additional
 cost. At the current time the
 
/s/ .... ....
 
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 Lessee is leasing 14,530 square feet, therefore the Lessee is entitled
 for ....ing nineteen (19) cars. The Lessor reserves the right to
 accommodate open spaces within the Campus and provide for ....ing area
 for four/two wheelers.
 
(b) Allotment of ....ing space will be at the sole discretion of the Lessor
 
(c) The ....ing space allotted to Lessee shall be for use of its own
 vehicles or for its employees' vehicles. Visitors shall not be allowed
 to utilize the ....ing area without prior approval by Lessor.
 
(d) The Lessee shall avoid encroaching into ....ing areas allotted to other
 Lessees.
 
(e) Lessee shall avoid haphazard ....ing of vehicles so as to cause any
 damage to either person or property of the occupants of the Campus.
 Lessee covenants and agrees to indemnify Lessor and other Lessees for
 any liability or claims arising out of such haphazard, ....ing by the
 Lessee or its employees.
 
(f)  Lessee understands and agrees that ....ing vehicles in the Campus will
 be at the sole responsibility of the owner of the vehicle. The Lessor
 shall not be responsible for any theft or damages or any other
 Liability arising out of ....ing of vehicles in the Campus.
 
(g) The ....ing spaces for the two wheelers will be allotted on a
 proportionate basis for all the Lessees in the campus based on the
 space that is ear-marked for the two wheelers.
 
(h) No Drivers will be allowed to sit in a car or loiter around in cellar
 ....ing area
 
GTC-9: SUSPENSION OF FACILITIES
 
(a) Lessor may suspend, delay or discontinue providing any of the
 facilities to be provided by Lessor under this Lease whenever necessary
 by reason of fire, storm, explosion, strike, lockout, labor dispute,
 casualty or accident, lack or failure of sources of supply of fuel (or
 inability in the exercise of reasonable diligence to obtain any
 required fuel), acts of God or the public enemy, riots, interference by
 civil or military authorities, compliance with the laws of the
 Government of .... or with the laws, orders or regulations of any
 other governmental authority, or by reason of any other cause or
 emergency beyond Lessor's control or at the request of Lessee. Lessor
 shall arrange to restore the facilities as soon as practicable at the
 expense of the Lessor. In the event the Lessor fails to restore the
 facilities, the Lessee shall restore the same and the Lessor shall
 reimburse the expenses incurred by the Lessee for the same. In the
 event the Lessor fails to reimburse the expenses incurred by the Lessee
 then the Lessee shall be entitled to deduct the costs incurred for the
 said installation from the rent payable in the immediate following
 month(s).
 
(b) Lessor also reserves the right to temporarily suspend, delay or
 discontinue furnishing any of the facilities to be provided by Lessor
 under this Lease, without any liability to Lessee as a result thereof,
 for such inspections, cleaning, repairs, replacements, alterations,
 improvements or renewals as may, in the Lessor's reasonable judgment,
 be desirable or necessary to be made for enhancement of these
 facilities: provided,
 
/s/ .... ....  /s/ .... ....
 
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<Page>
 
 that such facilities shall not, to the extent reasonably feasible, be
 suspended for such purposes during Lessee's normal business hours or
 unless Lessor shall, to the extent reasonably possible under the
 circumstances, have given Lessee advance notice of any proposed