**Exhibit10.59**

[RUPEE GRAPHIC]

**LEASE DEED**

THIS LEASE DEED is executed at Chennai this 01st day of February, 2006

Between:

**Transpacific Business Service Private Limited**, a company registered under the provisionsof the Companies Act, 1956 and having its registered office at 1005, MakerChambers V, Nariman Point, Mumbai 400 021 and represented herein by itsAuthorised Signatories Mr. C S Ilangovan, Director, Mr. Dipesh Desai ChiefAccounts Officer and Mr. Salai Kumaran, Chief operating Officer, each of them dulyauthorized severally in this behalf by a Board Resolution dated 20th January 2006, hereinafterreferred to as the “LESSOR” (which expression shall unless it be repugnant tothe context or meaning thereof be deemed to mean and include its successors andassigns) of the One Part;

AND

** AtRoad Software India Private Limited**, a company incorporated under the provisions of the Companies Act 1956and having its offfice currently at Third Floor, ELNET Software City, CPT Road,Taramani, Chennai - 600-113 and represented herein by its authorized signatory,Mr. Rajan S. Aiyer,**and dulyauthorized in this behalf by a Board Resolution dated February 1, 2006,hereinafter referred to as the “LESSEE” (which expression shall unless it berepugnant to the context or meaning thereof be deemed to mean and include itssuccessors-in-interest and assigns)  ofthe Other Part :

1

----

WHEREAS:
|   | a.     | The  Lessor is the absolute owner of the premises bearing No. 901(A1) and No.  902(A2) admeasuring in the aggregate 37,262 Square Feet and Corridor Area  admeasuring 648 Square Feet, that is, in the aggregate admeasuring 37,910  Square Feet on the 9th Floor of the building known as TIDEL Park  situated on the land at TIDEL Park, No. 4, Canal Bank Road, Taramani, Chennai  600 113, in the Kanagam Village, Mambalam - Guindy Taluk, Chennai District  which premises are more fully described in the First Schedule hereunder  written and hereinafter referred to as the ‘said Premises’ with the amenities  therein which amenities are described in the Second Schedule below. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | b.     | AND  WHEREAS the Lessor has represented that the Lessor had last leased the said  Premises to M/s Sutherland Technologies Ltd. and the said lease has expired  on 15th Oct 2005 and no person or party has now any right, title, interest or  claim to the said Premises except the Lessors.                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | c.     | The  Lessee is desirous of taking the said Premises with the said amenities  therein on Lease from the Lessor for an initial lease period of 36 months,  with an option to renew the lease for further two terms of 3 years each;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | d.     | The  Lessor has agreed to give the said Premises with the said amenities therein  on Lease to the Lessee for a period of 36 months with an option for renewal  as aforesaid subject to the Lessee observing and complying with the terms and  conditions mentioned herein.                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

NOW THIS LEASE DEED WITNESSETHAND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
|   | 1. | **The Lease**: In consideration of the Lease Rent to be  paid as mentioned herein and in consideration of due observance of the terms  and conditions set out herein, by the Lessee, the Lessor hereby grants on  Lease basis, to the Lessee and the Lessee hereby accepts on Lease basis, from  the Lessor, the said Premises (more particularly described in the First  Schedule hereto), for running its office and for carrying on its business  along with equipments, fittings and amenities therein (more particularly  described in the Second Schedule hereto) for an initial lease period of 36  months from February 1, 2006. The parties to the deed covenant that under  this deed a lease to use and occupy the said Premises with the said amenities  alone is given to the Lessee on the terms and conditions herein contained and  to be observed and performed by the parties and no other right is created in favour  of the Lessee in respect of the said Premises. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

2

----

2.     **Lease****Rentals**: The Lessee shall pay to theLessor as lease rent for the use and occupation of the said Premises @ Rs. 50/-per sq. ft. per month in respect of 37,910 Square Feet super built-up areas asspecified in the First Schedule hereunder written, payable in advance by 5th day of every English calendarmonth after deducting Income Tax at source, as applicable

3.     **Escalation**:Subject to Clause 4 below. Lease rentals shall escalate @ 3% cumulative everyyear, including on further renewals. Therefore, the yearly lease rentals from 1st February, 2007 onwards shall be as mentionedin the Third Schedule hereunder written.

4.     **Revision****of****Lease****Rentals**: Above Lease Rentals shall be mutually renegotiatedduring the subsistence of this Lease Deed if the rentals in TIDEL Parkfluctuates plus or minus 20% of its existing or the then prevailing rentals andsuch derived / new rentals shall be in force for the balance tenure of theLease and the subsequent escalations / deductions shall be paid on such derived/ new rentals.

5.     **Delay****in****Payments**:Subject to the provisions of Clause 21 below, if the Lessee fails to pay therentals as aforesaid, for a continuous period of three months, it will have toimmediately vacate the said premises. Provided that in the event of the Lesseefailing to pay the rental for any month as agreed, the Lessee shall payinterest on the unpaid amount at the rate of 15 % till payment withoutprejudice to the right of the Lessor to obtain the vacant possession of thepremises in case of failure to pay the rent for a continuous period of threemonths.

6.     **Security****Deposit**: The Lessee has paid an  Interest Free Security Deposit of Rs. 1,51,64,000/- (Rupees One Crore Fifty OneLakhs Sixty Four Thousand only) on or prior to signing of this Lease Deed andthe  Lessor has thereupon handed over thepossession of the said Premises to the Lessee to hold, use and enjoy the saidPremises in terms hereof.

7.     **Refund****of****Security****Deposit**: Subject to clause 21 below, this Security Depositshall be refunded by the Lessor to the Lessee, upon the Lessee debonding thesaid Premises and the Lessee shall hand over the keys to the said Premisessimultaneously upon expiry of the period of this Lease Deed or soonerdetermination thereof or upon expiry of the period of renewal thereof.  If the Lessee is interested to hand over thesaid Premises and the Lessor does not refund the Security Deposit, the Lesseeshall hold the said Premises as Security and will not be liable to pay thelease rent and other charges from that date till the date of the refund of thefull Security Deposit with interest to the Lessee.  In

3

----

additionto allowing the Lessee to continue to remain in possession of the said premisesas aforesaid, the Lessor shall also pay interest on the Security Deposit at therate of 15% from the date the Lessee was ready to handover the possession tillthe full refund. On the other hand, if the Lessor is ready to refund  the full Security Deposit but the Lessee doesnot vacate the said Premises and handover the possession thereof to the Lessor,then the Lessee is liable to pay twice the prevailing lease rental  per month till the Lessee vacates thepremises and simultaneously with such vacation of the premises and debonding ofthe space Security Deposit shall be refunded by the Lessor to the Lessee  Provided that the provisions hereinabovecontained are without prejudice to the rights and remedies of the Lessor totake back the possession of the said premises and of the Lessee to receive therefund of the Security Deposit at the cost of the defaulting party.

8.     **Consumption****Charges**: The Lessee shall payelectricity and telephone charges on the actual basis directly to theauthorities concerned as per the electricity and telephone bills received inrespect of the said premises**.**

9.     **Taxes****and****Statutory****Levies**: The Lessor shall alone bear andpay all existing and future rates, taxes, cesses, assessments and otherstatutory levies by whatever name called including property tax and seweragetax  and payable in respect of   the said Premises.  In the event of the Lessor failing to pay anyof the statutory levies aforesaid in time, the Lessee shall be entitled (butnot bound to do so) to pay and discharge the same and to deduct the amountspaid by it from the monies payable to the Lessor.

10.   **Lock****In****Period**: Exceptas provided herein, it has been expressly agreed by and between the partieshereto that neither party shall have the right to terminate the Lease herebygiven for the initial period of 36 (Thirty six) months i.e. up to January 31,2009 (“Lock In Period”).  In the eventthat the Lessee terminates the lease under this Deed during the Lock In Period,the Lessee will pay the Lease rentals that will be payable under this Deed, forthe unexpired portion of the Lock In Period and the Lessor shall refund to the Lesseethe balance security deposit after deducting from it the rent for the unexpiredlease term i.e. up to 31st January 2009. Provided that if the securitydeposit is less than the amount of the lease rent payable by the Lessee to theLessor, including the lease rent for the unexpired Lock-in-Period, the Lesseeshall, simultaneously on  vacating theLeased Premises but no later than fifteen (15) days from the date of suchtermination, pay the balance amount payable to the Lessor. Failure to pay sowithin the said time frame of fifteen (15) days, the Lessee shall be liable topay as penal charges, an amount equal to twice the amount of the prevailinglease rent for the unexpired Lock-in-Period.

4

----

11.   **Lease****Tenure**: This Lease Deed shall beinitially valid for a period of 36 (Thirty six) months commencing from February1, 2006 and renewable at the option of the Lessee for a further two periods of3 (three) years each. In case the lease is renewed, the lease rentals shallcontinue with the cumulative escalation as mentioned in Clause No. 3 & 4 aboveand each lease term shall be terminable by the Lessee by giving a three monthswritten notice to the Lessor. It is agreed that each renewal option given tothe Lessee shall be subject to the same terms and conditions as hereincontained except the increase in rent as provided in Clauses 3 & 4 aboveand the subsequent Lock In Period which shall be agreed upon mutually at thetime of such renewals. Further, after the Lessee has exhausted its option forrenewal for two further terms of three years each, any further renewal shall beon mutually agreed terms.

12.   **Obstruction****or****Hindrance**: TheLessee shall not in any manner obstruct or hinder the other occupants (i.e.,other lessees) of the premises on the same floor or in the same building fromusing the common areas. The Lessee shall not commit any act, which may cause unreasonablenuisance to the other occupants. The Lessee shall ensure that no belonging ofthe Lessee shall be kept in the common areas. Lessor agrees that otheroccupants have agreed to the same provisions of this Clause 8. The Lessor shallensure that no obstruction or hindrance is caused by any of the otheroccupants, obstructing free access or enjoyment of the said Premises by theLessee.

13.   **Usage****of****Premises & Interiors**:

a.     The Lessee shall keep theinterior of the said Premises in the same condition as they were in when theLessee had taken the said premises and amenities from the Lessor, subject tonormal wear and tear and subject to repairs and renovations carried out by theLessee.

b.     Subject to what iscontained herein, the Lessee shall at its sole cost repair and maintain theinterior of the said Premises and the internal electrical, water, drainage,sewerage and other systems in the said Premises to keep it in good andtenantable condition.

c.     Except for the Lessee’sresponsibilities as provided herein, the Lessor at its cost and expense shallkeep the entire premises wind and watertight at all times, for the proper useof the said Premises and amenities including without limitation the building’sroof, foundation, structure, walls, external plumbing, drainage systems,sewerage lines, air conditioning, electricals of the building etc., providedhowever, in the event of the Lessor failing to

5

----

carryout any repairs, the Lessee shall be entitled to undertake and complete therequired repairs and to deduct the costs thereof from the monies payable by theLessee to the Lessor.

14.   **Fit-outs****in****the****Premises**: The Lessee shall be entitled to:

a.     Do up the interior of thesaid Premises at the discretion and as required by the Lessee and to installsuch fixtures, fittings and furniture as the Lessee deems fit;

b.     To make any additions oralterations to light points, wiring, electrical fixtures and fittings;

c.     To erect partitions, tomake cabins, install room air-conditioners or central air-conditioning plantand related accessories including cooling towers subject to approval from theLessor/TIDEL Park Ltd.;

d.**    **Tofix or install such other devices, gadgets and equipments as the Lessee maydeem fit from time to time for the purpose of carrying on its business in thesaid Premises other than the specified common areas;

e.**    **Toremove, at its discretion, such additions, alterations, air-conditioners,internal partitions, cabins, devices, gadgets, carpets, electrical fittings,furniture and fixtures and other equipments installed by the Lessee and whetheror not affixed to the earth or to the building. However, the addition/deletionin furnishings, fittings and fixtures shall be informed to the Lessor as amatter of course in writing. Any additions/deletions/alterations/modificationsshall conform to all the specifications as prescribed by TIDEL Park Limited andalready conveyed by the Lessor to the Lessee in writing.

15.   **Tower****Space****in****Terrace**: The Lessor shall facilitateand help the Lessee to provide access and permission to utilize area on theterrace of the TIDEL Park, which is subject to the approval and payment ofcharges if any to TIDEL Park Ltd for the purpose of installation of an antenna orother telecom device(s) needed for Business Purposes.

16.   **Insurance****by****Lessee**: TheLessee may insure and keep insured in such adequate amounts to coverreplacements or loss and with reputable insurance companies the following:

a.     Such fixtures and fittingsfor the replacement of which the lessee is responsible

6

----

b.     All liabilities of thelessee and its authorized agents, employees and/or representatives arising outof and in connection with the lessee’s use and occupation of the said premises.

c.     Any other risk or matter inLessee’s sole discretion.

17.   **Observe andPerform Actions based on Bye-Laws**: The Lessee shall observe andperform the bye-laws and other regulations, if any, of the TIDEL Park Limitedas far as the said Premises are concerned, a copy of which existing bye-lawshas been handed over to the Lessee and which bye-laws are uniformly applicableto all occupants in the said building TIDEL Park.

18.   **Insurance****by****Lessor**: TheLessor shall take out necessary insurance with respect to the said Premises andcopies of the same shall be provided to Lessee. The Lessor shall maintain thealready existing comprehensive general liability and all peril insurancecovering the Building including the said premises and all machineries andequipments, installations and systems etc. Copies of the insurance policiesshall be furnished to the Lessee.  Theinsurance covers, inter alia, riots, floods, tempests, fire, earthquake and allkinds of natural calamities.

19.   **Sub**-**Lease****Option**: Exceptas provided herein, the Lessee shall not assign, transfer, sublet or part withpossession of the said premises and amenities or any portion thereof. Howeverit is provided that the Lessee may during the lease tenure, sublet the entireor a part of the said premises to any person, subject to obtaining priorapproval of the Lessor in writing in this regard which approval shall not beunreasonably withheld. Further it is expressly agreed that the Lessor shallcontinue to receive the prevailing lease rental from the Lessee notwithstandingthe fact that the Lessee receives a sub-lease rental below the prevailing leaserental under the sub-lease agreement entered into by it. The sub-leaseagreement entered into by the Lessee shall automatically stand terminated oncethe Lease Deed between the Lessor and the Lessee expires or is terminated orsooner determined, provided, however, and it is hereby expressly agreed thatthe Lessee shall be entitled to assign the Lease hereby granted in part or infull to any its parent/associate/affiliate companies in which the Lessee has amajority equity stake or which has a majority equity stake in the Lesseewithout any consent from or any additional payment to the Lessor but the Lesseeshall give prompt written notice and obtain confirmation from Lessor of anysuch assignment to the Lessor, and which confirmation shall not be unreasonablywithheld provided, further and it is hereby also agreed that the Lessee shallbe entitled without any consent from or any additional payment to the Lessor toallow the joint use of the said premises to any of its parent/associate/affiliatecompanies as aforesaid.

7

----

20.   **Actionagainst Law**: Neither Lessee nor Lessor shall commit any act, whichis prohibited under the laws.

21.   **Breach****of****Contract**: If aparty commits a material breach of the terms and conditions of this Deed, theother party shall issue a notice upon the party in breach, requiring it toremedy the breach within 30 (thirty) days from the date of receipt of thenotice. In the event the party in breach fails to remedy the breach within theaforesaid 30 (thirty) days, the other party will be entitled to forthwithterminate this Deed. In an event, the Lessee commits a material breach of theterms and conditions of this Deed, it shall vacate the said Premises and handover vacant possession thereof to the Lessor if the Lessee fails to remedy thebreach within 30 (thirty) days from the receipt of the notice in that behalffrom the Lessor and the Lessor shall refund the Security Deposit immediatelyafter adjusting the unpaid lease rentals, if any / any other defaults on Lessee’spart, as mentioned in clause 6.

22.   **Return ofPossession of Space**: At the expiry of the Lease period or anyextension thereof or on earlier termination of the Lease in accordance with theprovisions hereof, the Lessee shall deliver to the Lessor vacant possession ofthe said Premises in the same condition in which it had taken the same, subjectto natural wear and tear, damage by riot, strike, war, earth quake, tempest,flood or other act of God and subject also to the repairs and renovations bythe Lessee. At the expiry of the Lease or sooner determination thereof, if theLessee handsover the said Premises to the Lessor in a damaged condition, theLessor shall be entitled to adjust the interest free Security Deposit towardsthe cost of repair / or replacement of parts of the said Premises; such cost tobe certified by a reputed architect reasonably selected by the parties.

23.   **Inspectionby Lessor**: The Lessor or its authorized representatives shall beentitled to inspect the said Premises, whenever necessary within reasonablehours in day time upon giving prior intimation of at least 1 business day (exceptin case of emergency) to the Lessee.

24.   **Repairs inthe Premises**: The Lessee shall not carry out any structuraladditions or alterations to the said Premises. The minor day to day repairssuch as replacement of fuses, fixing of leaking water, taps, minor repairsshall be carried out by the Lessee at its own cost, but all major repairsrelating to bursting of sanitary pipes, changes in the electrical system, crackin construction etc. shall be the responsibility of the Lessor and shall berepaired/replaced by the Lessor at its own cost upon the Lessee giving theLessor 3(three) days to carry out such works. In case the Lessor fails to take any timely action, the Lessee shall be

8

----

entitledbut not bound to do the same and deduct the costs from the monies payable tothe Lessor.

25.   **Power**:The Lessee shall be provided with 350 KVA power from TIDEL Park Ltd. If theLessee requires additional power, it shall be entitled to apply for and obtainat its own cost, power supply from TNEB or from any other source and the Lessorshall extend all possible assistance and co-operation in this behalf withoutany financial liability.

26.   **Payments toLessor**: All payments to be made hereunder by the Lessee to theLessor shall be made by cheque/DD payable at Chennai.

27.   **Stamp Duty& Registration of the Lease**: The Lessee shall pay for the StampDuty and Registration Charges as applicable to the Concerned Authorities at thetime of Lease Registration. However, for any subsequent Lease Registration dueto Sale / Transfer of Ownership of the subject premises, Lessor shall beresponsible to get the New Owner to agree on the terms and conditions mentionedherein and for such fresh Lease Registration, Lessor shall bear all chargesrelating to documentation and registration.

28.   **Force Majure**:Notwithstanding anything to the contrary, in case of any violence, civil  commotion, tempest, flood, earthquake, or anyinevitable accident or any act beyond the Lessor or the Lessee’s reasonablecontrol causing damage to the Premises or the Building housing the Premises, orin the event of the Premises or the Building housing the Premises or any partthereof is sealed or prohibited to be used by any municipal / governmental/judicial/ quasi-judicial or local authority resulting in the Lessee, beingunable to use and enjoy the Premises for its business for a continuousperiod  of 30 days and the same not beingrectified by the Lessor within 30 days of the same arising, the Lessee shall beentitled to terminate this Lease, without penalty, by giving 30 days writtennotice to the Lessor without assigning any reason thereof. The Lessor shallthereupon refund in full the Security Deposit after deducting any unpaid LeaseRentals / Default of Payments on Lessee’s part within 30 days thereafter. It isagreed that the Lessee shall not be liable to pay any rent or other charges forthe period the Lessee is not in a position to use the said Premises.

29.   **DisputeResolution:**. In the event of any dispute arising under or by virtueof this Agreement or any difference of opinion between the parties concerningtheir rights and obligations under the Agreement the parties shall use theirbest efforts to resolve such disputes or differences amicably by discussion andmutual accord. If the dispute cannot be resolved in this manner within fifteen(15) days, the parties shall arrange a meeting between appropriaterepresentatives

9

----

designatedby each Party, who shall have an additional 15 (fifteen) days to resolve thedispute or difference. If the dispute or difference is not resolved within thethirty (30) days period then, unless the parties otherwise agree in writing,either party may serve written notice on the other party stating its intentionto proceed to arbitration. The unresolved dispute or difference shall befinally settled by arbitration under the Arbitration and Conciliation Act 1996.Such arbitration shall be the sole and exclusive remedy between the partieswith respect to such dispute. In the event of a dispute or difference beingreferred to arbitration, this contract will continue to be enforced.

30.   **Arbitration**:The arbitration shall take place in Chennai, Tamil Nadu.

10

----

THE FIRST SCHEDULE ABOVEREFERRED TO :

(Details of the demisedpremises)

TIDEL Park, 9th Floor,No.4, Canal Bank Road, Taramani, Chennai 600 113 situated in  Kanagam Village, Mambalam - Guindy Taluk,Chennai District on .Land admeasuring an extent of 8.01 Acres, comprised inT.S. No.4/2 in Block 6 and T/S No. 4/3 in Block No. 7 in Kanagam Village, MambalamGuindy Circle, Chennai dist., comprised in T.S. No. 2/1 in Block No. 6 &T.S. No. 4/2 in Block No. 6 in Mylapore Triplicane Village, Thiruvanmiyur Distand situated within the Sub-Registration District of Saidapet and RegistrationDistrict of Chennai bounded on the

North by MGR Film City,East by Canal Bank Road,South by ITTI Campus andWest by CSIR Campus

**The following modules of the above property:**

Module 901 (A1) measuring 1731.26 Square meters (18,628 Square Feet)Module 902 (A2) measuring 1731.74 Square meters (18,634 Square Feet)Corridor area admeasuring 648 Square Feet

**Total (37,910 Square Feet)**

11

----

THE SECOND SCHEDULE ABOVEREFERRED TO :

Amenities

All amenities will be Centralized and provided by TIDEL Park Ltd., themaintenance management company

These include the facilities on the lines of the below mentioned items(indicative)Centralized Air-conditioning (I.e. up to the AHU’s)100% Power Back upCentralized Fire protection systemData & Voice connectivity enabled (However Lessee has to install his ownsystem to tap this)House keeping of Common areasAccess Control in all common lift lobbiesOther General Integrated Building Management systems forming part of overallfacilities managementMore details about the above are also available on their website -www.tidelpark.com

12

----

THE THIRD SCHEDULE ABOVEREFERRED TO :(Particulars ofIncreased Rentals)

**I. RentalScehdule**
| Area to let out (in sft.) |   | 37,910 |   | 37,910 |   | 37,910 |   | 37,910 |   | 37,910 |   | 37,910 |   |
|---------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|

 
| **Particulars**                          | ** ** | **Year 1** | ** ** | **Year 2** | ** ** | **Year 3** | ** ** | **Year 4** | ** ** | **Year 5** | ** ** | **Year 6** | ** ** |
|------------------------------------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|
| Rent agreed per  month per sq. ft. (Rs.) |       | 50.00           |       | 51.50           |       | 53.05           |       | 54.64           |       | 56.28           |       | 57.96           |       |
|                                     |       |            |       |            |       |            |       |            |       |            |       |            |       |
| Rental amount per month  (Rs.)           |       | 1,895,500       |       | 1,952,365       |       | 2,010,936       |       | 2,071,264       |       | 2,133,402       |       | 2,197,404       |       |

 

13

----

IN WITNESS WHEREOF the parties hereto have signed this Deed (inDuplicate) at the place, day, month and year first hereinabove mentioned.
| SIGNED  SEALED AND DELIVERED                       |
|----------------------------------------------------|
| by  the within named LESSOR                        |
| **Transpacific Business Services Private Limited** |
| By  the Hands of its Authorised Signatory          |
| /s/  C.S. ILANGOVAN                           |
| Mr. C.S. ILANGOVAN                                 |
| Director                                           |
|                                               |
| Witness:                                           |
| 1.  /s/   J. SUNDAR RAJAN                |
| J. Sundar Rajan - CB  Richard Ellis                |
| c/o R. Jagannathan, Plat 9  Door No. 10            |
| L.H. Nagar, II Layout,  Adambakkam                 |
| Chennai 600088                                     |
|                                               |
| SIGNED SEALED AND  DELIVERED                       |
| by the within named LESSEE                         |
| **At Road  Software India Private Limited**        |
| by the Hands of its duly  Authorised Signatory     |
| /s/ RAJAN S. AIYER                                 |
| Mr. Rajan S. Aiyer                                 |
|                                               |
| Witness:                                           |
| 1. /s/  J. BELAJI                             |
| J. Belaji                                          |
| c/o T. R. Jadaraman                                |
| 4th  Floor, Elnet Software City               |
| C.P.T. Road, Tasamani                              |
| Chennai - 600113                                   |

 

14

----