LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into at Bangalore on this 1st day of
June 2004 between Ingo Property Developers Pvt Ltd, a company registered under the
Indian Companies Act and having its Registered Office at 75, 3 rd Cross, Residency
Road, Bangalore 560025 represented by its DIRECTOR herein after called and
referred to as the “LESSOR” [which expression shall unless it be repugnant to the
context, be deemed to include all the Partners present or future, survivor or survivors
of them and their respective legal heirs, legal representatives, executors,
administrators and assigns] of the ONE PART.

AND

XXX. , a Company incorporated under the provisions of the Indian Companies Act,
1956 and having its Registered office XXXXX hereinafter called the “LESSEE”
[which expression shall, unless repugnant to the context or meaning thereof, be
deemed to include its successor and assigns] of the OTHER PART.

WHEREAS
A. The LESSOR is the absolute owner of a part of the premises named “The Estate”,
on fourth floor of the Complex on the property bearing and situated at Dickenson
Road Bangalore, measuring 5300 sq. ft. built up area as per building plans
submitted to the LESSEE and more fully described in the schedule hereunder and
referred to as “THE SCHEDULE PREMISES”.

B. The LESSEE is desirous of taking the SCHEDULE PREMISES on lease and in

that context, has approached the LESSOR for a lease being granted to the
LESSEE in respect of the SCHEDULE PREMISES, on a monthly rental of Rs.
XXXX (Rupees XXXX lakhs only) and monthly maintenance charges of Rs
10,500 ( Ten Five Only) to be paid on or before the 10th of the following month
which is inclusive of the building maintenance and other direct charges connected
with the premises.

C. The agreed term of lease is for 4 (Four) years with effect from 1st June 2004 with
a lock in period of One year. During period of the lease, the rental portion is
subject to escalation of 5 % (Five Percent only) per annum from the beginning of
the third year of the lease.

D. The LESSOR has agreed to grant lease of the said SCHEDULE PREMISES upon
the terms and conditions hereinafter agreed, both the LESSOR and the LESSEE
have mutually agreed to reduce the terms and conditions of the lease into writing.
An interest free refundable deposit amounting to Rupees XXXX/- (Rupees
XXXX Lakhs Only) shall be paid by the LESSEE to the LESSOR during the
tenancy of this Lease Agreement. LESSOR shall handover the possession of the
said premises on payment of the deposit amount of Rs. XXXX. Modification if
any to the said premises as per Annexure shall be completed within XXX days
from signing of this agreement and payment of full advance of Rs. XXXXXX

NOW THIS DEED WITNESSETH

1. That in pursuance of the above said agreement and in consideration of the

monthly rent herein reserved and service charges stipulated and all the
covenants, conditions, agreements hereinafter contained, the LESSOR
hereby demise unto the LESSEE all that 5300 Sq. Ft. in the fourth floor of
the SCHEDULE PREMISES more fully described in the schedule
hereunder together with all rights, liberties, advantages, in any way
connected and enjoyed with the said SCHEDULE PREMISES and to have
and to hold the SCHEDULE PREMISES with all rights, casement,
liberties, advantages unto the lease for a period of 4 (Four) years
commencing from XXX,
2.
3. That the LESSEE shall pay the LESSOR an amount of Rupees XXXXXX
(Rupees XXXX Only) towards interest free refundable deposit.
The LESSOR does hereby acknowledge the receipt of Rs………….. vide
DD No………. dated ………… drawn on XX, towards the said deposit.
2
4. The LESSOR has agreed that the monthly rent of Rupees XXXX/-
(Rupees XXXX Only) will be inclusive of all maintenance and other
related charges and the LESSEE will have no liability in regard to the
payment of any present or future Municipal taxes during the period of the
lease or its continuance thereof.

The LESSEE doth hereby covenant with LESSOR as follows:-

5. The Tenancy month shall be an English Calendar month commencing from

first day of each month ending with the last day of the same month.

6. The LESSEE shall not be entitled to sub-let the SCHEDULE PREMISES

or any portion thereof or to transfer and assign the lease and the benefit,
there-under without the prior written permission of the LESSOR.

7. In case of default in payment of the rent by the LESSEE for three

consecutive months, the LESSOR reserves the right to vacate the LESSEE
from the SCHEDULE PREMISES without giving any notice whatsoever.
In such an event the LESSEE shall vacate the premises immediately after
the intimation by the LESSOR of the said default. The Rent for such
months and an additional one month as liquidated damages shall be
deducted from the deposit paid by the LESSEE to the LESSOR.

8. The LESSEE shall pay all charges for the consumption of electricity and
water as per separate meter/s installed in the SCHEDULE PREMISES. It
is hereby agreed that the LESSOR shall provide and ensure normal supply
of Electrical power, water and such services and amenities as required and
applicable to the SCHEDULE PREMISES as prescribed under the
building and / or municipal rules, regulations and laws. The payment for
such other services and amenities shall be on such terms and conditions as
may be agreed and as will be applicable to other LESSEE in the
SCHEDULE PREMISES.

9. The LESSEE shall permit the LESSOR or its agents from time to time and
at all reasonable times during office hours in the day upon sufficient notice
with or without workmen and others to enter upon the said SCHEDULE
PREMISES to view the state of affairs and conditions of the same.
Provided, however, it is hereby agreed that such permission by the
LESSEE shall be subject to the permission or approval of such authorities
as may be required to be obtained by the LESSEE.

10. Upon the expiration of the period of lease or its earlier expiration herein
provided, the LESSEE shall yield and deliver unto the LESSOR vacant
and peaceful possession of the SCHEDULE PREMISES on the LESSOR
returning the security deposit.

However, if the LESSOR fails to refund the said Security Deposit,

simultaneous with the LESSEE handing over vacant and peaceful
possession of the said demised premises and if the LESSOR fails to return
the said deposit after a grace period of 15 days from the date the said
3
 deposit is refundable, the LESSOR shall pay to the LESSEE until such
time that the said amount is refunded, interest at the rate of 4% (four
percent) per month on the said amount to be calculated on a daily basis.

11. The LESSEE shall pay all the bills for charges of the electricity consumed
as per the bills issued by the electric energy provider as soon as the bills
thereof are presented to the LESSEE, according to the separate electric
meters. The LESSOR shall make necessary arrangements for the electric
meters to be installed by the electric energy provider. The LESSEE will
be responsible to pay as per the meter reading starting with the reading
taken on the day of acceptance of the Premises duly signed and accepted
by the LESSEE.

12. To use the said space only for the purpose of carrying on the business of
the LESSEE and not to do or permit to be done upon the said space
anything which may create or cause nuisance or annoyance or disturbance
to other occupiers of the building occupying the other portion of the said
building or other buildings.

13. Not to damage the space in any manner.

The LESSOR do hereby covenant with the LESSEE as follows:-

14. The LESSOR undertakes and declares that he has good right and title and
interest in the Demised Premises and has full power and absolute authority
to give the Demised Premises on Lease to the LESSEE. LESSOR hereby
declares and confirms that the Demised Premises is free from all
encumbrances, court attachments and other charges of whatsoever nature
and the LESSOR has good and clear title to the said Demised Premises. In
case any body else has any objection of whatsoever nature as regards the
arrangements arrived at between the LESSOR and the LESSEE in respect
of the Demised Premises, the LESSOR shall indemnify and keep
indemnified the LESSEE against all costs, charges, expenses,
compensation and damages, if any, at any time.

15. The LESSOR shall keep the entrance and landing leading and/or adjacent
to the SCHEDULE PREMISES and the staircases clean and properly
lighted.

16. The LESSEE shall be at liberty during the Lease period and the subsequent
renewal thereafter to make or construct at its own cost and expenses any
fittings and fixtures in the Demises Premises; and other equipment like
cabins and partitions, to put wooden panels, to install additional wiring
cables, electrical boards, air-conditioning, air-conditioning plants,
generators, DG set, to install telephones, computers, UPS, fax machines,
screen shelves, racks sub-blind and / or fittings and things without thereby
causing any damage to the Demised Premises, and to make such
alterations or additions or charges in the Demised Premises. Provide
however that such alterations or additions shall be in accordance with the
4
 building bye-laws and the building’s structural design and safety. It is
further understood between the parties that the title to all the aforesaid
furniture, fixtures and fittings shall at all times belong to the LESSEE and
upon the end of the term of this Lease or the termination thereof, the
LESSEE shall have full liberty to remove and or dispose the fittings and
fixtures which they have installed, in any manner deemed appropriate by
the LESSEE, provided however that in doing so the LESSEE shall not
cause any damage to the demised premises and restore the Demised
Premises to its original condition at the time of handing over the premises
to the LESSOR subject to normal wear and tear.

17. The LESSOR has provided the normal and standard electric connections,
points, fixtures and switches as would be applicable to the SCHEDULE
PREMISES.

18. The LESSOR shall allow and permit the LESSEE to affix the LESSEE’S
name plate, sign board/s on the exterior of the SCHEDULE PREMISES
and also at the main entrance of the SCHEDULE PREMISES and as such
other points and places which belongs to the LESSOR as may be
considered necessary in consultation with the LESSOR. The LESSOR
shall allow and permit the LESSEE at the cost of the LESSEE to display
neon signs or other advertisement outside the SCHEDULE PREMISES.
However, display of such Sign-Boards or neon lights shall not be put up in
a place, where LESSOR is not permitted to do so.

19. In the event of the LESSEE desiring to terminate the lease after the one
year lock-in period hereinbefore mentioned, three months’ notice in
writing to the LESSOR shall be given and at the expiry of the said period,
the lease shall stand terminated.

20. If any notice is required to be given by either party to the other party, the
same shall be given by personal delivery or by Registered Post and it shall
be deemed to have been received by the party to whom it is sent, if
personally delivered, under acknowledgement, if sent by Registered Post
on the expiration of 10days from the date of which the envelope containing
office notice shall have been handed over to the Post Office for onward
transmission. The notice shall be given to the relevant party at their
address mentioned hereinbefore, unless otherwise intimated by that party.

21. The LESSOR shall insure the SCHEDULE PREMISES against fire, storm,
earthquake and such other risks generally applicable to building. The
LESSEE shall be responsible for insuring all their own equipment and
officials or workmen against any risk of fire and other accidents of similar
nature connected with the use of the SCHEDULE PREMISES.

22. The LESSOR shall carry out the annual maintenance of Air Conditioners,
Diesel Generator Set, and the Uninterrupted Power Supply (UPS) system
provided by the LESSOR in the said premises.

5
23. The LESSOR hereby permits the LESSEE to draw power cable through
conduits / cable tray from the place of DG Set and / or UPS placed at
ground floor / open space / roof top, as the case may be, subject to building
bylaws, regulations and procedures.

24. The LESSOR hereby permits LESSEE for 24 Hrs access to the demised
premises throughout the term of the lease.

25. To offer full co-operation to the LESSEE to process through an application

made by the LESSEE to the Municipal Corporation or any other concerned
authorities for obtaining necessary permissions /sanctions which are
required by the LESSEE to carry out its business & project.

26. That the LESSEE shall be entitled to peaceably and quietly hold and enjoy
the said premises during the period of the lease or any further renewal
thereof without any eviction, disturbance or interruption by the LESSOR
or any person or persons claiming by from through under or in trust for the
LESSOR or otherwise howsoever.

27. The LESSEE, their servants, agents, employees shall be entitled to use the
said space together with the right to access thereto & or all passages,
entrances, stairs, lobbies, lifts, porches landings, gates or to other pathways
for and ingress thereto and ingress there from to the main road (which
shall be held unless exclusively held/appurtenant, in common with other
entitled to similar use and without causing any disturbance to others);

28. The LESSOR shall maintain the said space in proper habitable conditions
at his cost by carrying out all kinds of major structural repairs and
maintenance in respect of the said space whenever necessary.

29. That if during the terms of this Lease, the Demised Premises is rendered
unusable on account of the earthquake, fire or sealing of the Demised
Premises for any reasons whatsoever by the concerned statutory authorities
on account of violence due to war or civil commotion on fire accident,
storm, tempest, flood, inundation, earthquake or any inevitable accident or
any other irresistible force or an act of God, the LESSEE shall have the
right to vacate the Demised Premises without giving any notice with a
right to re-enter the Demised Premises for the un-expired Lease Period
after the Demised Premises have been restored to usable conditions. The
monthly rent shall remain suspended for period the Demised Premises
remains sealed and unusable. It is clarified that in that event the lock in
period as mentioned in clause 4 shall not be applicable.

Further, no monthly rent shall accrue during the Period of Demised

Premises were vacated due to aforesaid reasons. However, if for any
reason whatsoever (a) the LESSEE chooses not to exercise its right of re-
entry in the Demised Premises, and / or (b) the Demises Premises are
rendered permanently unfit for use, then in such event the LESSEE shall
be at liberty, without prejudice to its rights under any provisions of this
6
 Deed, to determine this Deed by thirty days notice in writing and
thereupon this Deed shall be absolutely determined without prejudice to
any claim by either party against the other in respect of any breach of the
terms and conditions of this Deed . In such an event the Security Deposit
shall be immediately (within 7 days of such event) refunded to the
LESSEE, failing which the LESSOR is liable to pay interest on the
Security Deposit at the rate of 4 % ( Four Percent ) per month or part there
off to the LESSEE.

30. It is hereby agreed between the parties hereto that the LESSOR shall not
terminate the Lease during the term of the Lease or its renewal thereof if
the LESSEE complies with all the terms & conditions and obligations
required to be performed by them under this Agreement but the LESSEE
has the option to terminate the lease at any time by giving three months
notice to the LESSOR after the initial lock-in period of one year from the
date of the start of the lease period.

31. It is hereby expressly agreed that if at any time there shall arise any
dispute, doubt or difference or question with regard to interpretation of this
agreement or in respect of the rights, duties & liabilities of the parties
hereto arising out of these present, then every dispute, doubt difference or
question shall be referred to arbitration as per the provisions of the
Arbitration & Conciliation Act, 1996 and the rules framed there under.
Two arbitrators are to be appointed, one by each of the parties and third to
be appointed by the said two arbitrators. The decision of the Arbitrators
shall be final & binding to the parties to this deed.

32. The Parties hereto unconditionally and irrevocably agree to submit to the
exclusive jurisdiction of the competent courts in Bangalore , India only
with regard to any question or matter arising out of this agreement and any
other documents that may be executed by the parties hereto or any of them
in pursuance hereof or arising here from.

SCHEDULE PREMISES

Commercial Property bearing “The Estate” premises situated at Dickenson Road,

Bangalore, as detailed below:
Super Built Up Area : 5,300 Sq.Ft.- 4th Floor
Power : 40 KVA
Parking : 2 Car parks with Ten Two Wheeler
Generator : 40 KVA
Interiors : 80 work stations, 3 Cabins, 1 Discussion room,
1 Conf. Room for 12 people, 1 Reception, 1 cafe
20 KVA UPS, 13 Split A/c's, Networking for Data &
Voice

IN WITNESS WHEREOF the LESSOR and the LESSEE referred to above have set
their respective hands at Bangalore on the date, month and year first above written.
7
Signed for and on behalf of Signed for and on behalf of

INGO PROPERTY DEVELOPERS DIGITRAN BPO (INDIA) PVT. LTD

PVT LTD
(LESSOR) (LESSEE)

DIRECTOR DIRECTOR

Signed in the presence of Signed in the presence of

1. ………………………. 2. ……………………….

………………………. ……………………….

Details of the premises is as follows:

Super Built Up Area : ~5300 sft– 4th Floor

Power : 40 Kva
Parking : 2 Car parks.
Rent : Rs. 55 per sft + Maintanance
Deposit : 10 Months
Generator : 100%
Consumption Charges : As per norms
Lease Duration : 11 months
Lock In Period : 12 months
Escalation : To be discussed
Rent Free Period : Not applicable
Possession : 30 days from confirmation