INTELLIGROUP, INC. 

Exhibit
10.2 

Lease agreement between Intelligroup
Asia Pvt. Ltd. and I Labs Hyderabad Technology Center Pvt Ltd. 

THIS LEASE DEED (“Deed”) executed at
Hyderabad this day of AUGUST 1st, 2005 accordingly records the intentions and
understanding of M/s.Ilabs Hyderabad Technology Center (P) Ltd. And M/s
Intelligroup Asia Private Limited [hereafter collectively referred to as “the
PARTIES”]. 

M/s. ILABS HYDERABAD TECHNOLOGY CENTER
PRIVATE LIMITED., a company incorporated under the Indian Companies Act, 1956,
having its registered office at No. 97, Road No. 3, Banjara Hills, Hyderabad 500
034, represented by its General Manager, Mr.C.S. VENUGOPALA RAO, S/o.Mr.C.T.
Rao, hereinafter referred to as the “LESSOR” (which terms and expression shall
unless repugnant to the context or meaning thereof be deemed to include it
successors, heirs, executors, administrators and permitted assigns) OF THE ONE
PART. 

AND 

M/s. INTELLIGROUP ASIA PVT LTD., a
company incorporated in India under the Companies Act, 1956, having its
registered office at 5-9-22 Manasarovar complex, Secretariat Road, Hyderabad -
500 063, India represented by its Chief Operating Officer, Mr. RANJIT
PRITHVIRAJ, S/o C.V. Prithvi Raj hereinafter referred to as the “LESSEE” (which
term and expression shall unless repugnant to the context or meaning thereof be
deemed to include it successors, heirs, executors, administrators and permitted
assigns) OF THE OTHER PART. 

WHEREAS the LESSOR declares and
confirms that they are the absolute owners of the land having acquired the same
by the way of Agreement for sale No. 13584 dated 20-10-2003 annexed hereto as
Exhibit I for the establishment of information Technology Park, ilabs Centre as
more particularly described in Schedule A hereunder. 

WHEREAS the LESSOR has developed the
said ilabs Centre to be used as an Information Technology Park for the
activities as described in the Application Form. 

WHEREAS all the services to the open
spaces, common areas, common amenities, specialized and descriptive services
provided in the said ilabs Centre shall be controlled, maintained and managed by
the LESSOR and/or a Operation & Maintenance Agency appointed by the LESSOR
and the LESSEE shall not interfere with the same. 

WHEREAS the LESSEE after examination of
the building plans, the Unit to be allotted for the lease, the legal rights of
the LESSOR and on being satisfied with the facts as stated aforesaid, has
applied for the lease allotment of the Unit in ilabs Centre. Based on the
LESSEE’s representations in the application form and the bonafide intentions,
the LESSOR has decided to allot the Unit on lease basis. 

WHEREAS the LESSEE has agreed to take
on lease the space in the Block - 1 - 5th Floor - 12,500 sft and Block 2 - 3, 6,
7 floors (14,700 sft * 3 = 44,100) totaling to 56,600 sft. (super built up
area), bearing No. 401, as described in Schedule B [hereinafter referred to as
the “Demised Premises”]. 

AND WHEREAS Bharat Overseas Bank &
State Bank of India (Industrial Finance branch) have a charge on the Demised
Premises; 

AND WHEREAS Bharat Overseas Bank &
State Bank of India (Industrial Finance branch) have agreed vide their letters
dated 03-05-05 and 04-05-05 respectively granted their No-Objection for granting
the Demised Premises on lease to LESSEE and entering in to such Deed and also
agreed that in the event there is a default in payment
of the loan and they have to take possession of the Demised Premises, they shall
enter into a Supplemental Agreement with the LESSEE for the residual period of
the lease and also confirming the terms and conditions of this Deed.





WHEREAS the LESSOR has accepted to let
out the Demised Premises to the LESSEE on the terms, conditions and conveyance
set forth hereinafter and as per the Byelaws signed by the LESSEE and enclosed
herewith and any amendments thereto executed in writing by both parties, to form
an integral part and parcel of this Deed. The LESSEE shall use and occupy the
Demised Premises solely for use as represented in the Application for lease and
for no other purpose unless the LESSOR shall expressly approve of such use in
advance in writing. 

NOW THIS DEED WITNESSETH AS FOLLOWS:-


1
- TERM 

	.1	     	In
      consideration of the monthly rent and other terms and conditions agreed
      upon and hereinafter stipulated, the LESSOR hereby leases the LESSEE
      hereby accepts from the LESSOR, lease of the Demised Premises for the term
      of 60 months commencing from 01-08-2005 to 31-07-2010 both days inclusive,
      subject to any extension as specified under Article I(b).
			 
	.2		The lease shall be renewed for two (2) further
      terms of three (3) years each after the expiration of the term of the
      lease at the sole option of the LESSEE on the same terms and conditions as
      herein contained subject to an escalation to be agreed by both the parties
      at the time of renewal. There shall be no lock in period for the renewed
      terms. The LESSOR shall not refuse the request of the LESSEE for renewal of lease on expiration of the term and the
      renewal lease rent offered by LESSOR shall be consistent with the then
      current market conditions. The lease shall be automatically renewed on the
      issue of a notice to the LESSOR in writing of the LESSEE’s intention to
      renew the lease three (3) months prior to the expiry of the current period
      of lease. On renewal, the PARTIES shall execute a fresh Lease Deed and
      have it adequately stamped and registered.
			 
	.3		There will be a lock-in period for the first
      sixty (60) months of the lease (“Lock-in Period”) during which time the
      LESSEE shall not terminate the Deed except in case of a breach of the Deed
      by the LESSOR, eminent domain or force majeure. The lease is terminable by
      the LESSEE only after the Lock-in Period with six (6) months prior written
      notice to the LESSOR. In the event the LESSEE terminates this lease during
      the lock-in period, for any reason other than breach by LESSOR or force majeure, the LESSEE shall pay and the LESSOR shall
      have the right to recover the rent from the LESSEE for the balance of the
      lock-in period, which remains unexpired. The lease shall be terminated at
      the end of lease period unless renewed in accordance with Article I
      (b).
			 
	.4		The rent shall commence with effect from
      01-08-2005.


2
- LEASE RENT 


	.1	     	The
      LESSEE agrees to pay the lease rent at the rate of Rs. 30/-[Rupees Thirty
      Only] per sq. ft. of Super built up area per month, for the total area of
      56,600 Sq. ft. taken on lease amounting to a total lease rent of Rs.
      16,98,000/- [Rupees Sixteen Lakhs and Ninety Eight Thousand only] subject
      to deduction of applicable taxes at source as required by law and the same
      shall be paid in advance by cheque payable on or before the 7th day of
      each Gregorian Calendar month. This rental rate would include
      air-condition and 100% power back up provisions. The rent is inclusive of
      all taxes, ceases, rate, levies, outgoings, charges, etc. payable by the
      LESSOR to any association or any other public authority and any other
      charge except those specifically agreed to be borne by the LESSEE as
      hereinafter provided. Any future taxes, like service tax and VAT levied by
      any govt./statutory authority are to the account of LESSEE. All applicable
      taxes at the time of signing the Deed will be borne by the
    LESSOR.








	.2	     	The
      lease rent is subject to escalation of 5% on the last paid rent beginning
      at every anniversary of this lease agreement.
			 
	.3		All rental payments shall be addressed to
      LESSOR at the address set forth on page one (1) of this Deed, or at such
      other place as LESSOR may from time to time designate by written notice to
      LESSEE. The terms and provision of this Paragraph shall survive the
      expiration or termination of the lease as to all sums accrued and unpaid
      during the term of the Deed.
			 
	.4		The lease rent per sq. ft. for the super
      built-up area does not include charges viz electricity charges, interest
      on delayed payment, if any / charges for using facilities in commercial
      areas, payable and due by the LESSEE from time to time as agreed in
      writing between the PARTIES (look at clause 4c) or
      other charges specifically payable by the LESSEE under this
      Deed.
			 
	.5		The LESSEE shall be charged for electricity
      consumed within the Demised Premises at ongoing state rates which are
      currently Rs. 5.25 per unit (1 Unit = 1 Kw) on basis of a separate meter
      fitted in the Demised Premises.



3
- SECURITY DEPOSIT 


	.1	     	The
      LESSEE shall deposit a refundable one time interest-free Security Deposit
      of Rs.1,52,82,000/- [Rupees One Crore Fifty Two Lakhs and Eighty Two
      Thousand only] equivalent to nine (9) months rent in the form of a cheque
      at the time of signing the Deed. On the expiry or sooner determination of
      the Deed, the LESSOR shall refund the deposit simultaneously on the LESSEE
      vacating the Demised Premises and handing over the vacant peaceful
      possession of the Demised Premises. Simultaneous refund is allowed
      provided there are no damages to the Demised Premises, aside from normal
      wear and tear and there are no dues to the LESSOR for various
      services.
			 
	.2		The Security Deposit shall be held by the
      LESSOR for the duration of the lease and shall immediately upon the expiry
      or sooner termination of the lease as per the terms hereof, and
      simultaneously with the LESSEE redelivering vacant possession of the said
      Demised Premises to the LESSOR, be refunded by the LESSOR, to the LESSEE
      with any unadjusted advance rent and any other amount due to the LESSEE
      from the LESSOR and after deduction of any accrued and arrears of rent or
      other charges payable under this Deed. 
			 
	.3		It is hereby expressly agreed that the
      LESSOR shall not be entitled to demand physical vacant possession of the
      Demised Premises, unless the LESSOR expresses its readiness and
      willingness to simultaneously refund in full in one installment the
      Security Deposit together with any unadjusted advance rent and any other
      amount due to the LESSEE from the LESSOR by demand draft.
			 
	.4		
      If the LESSOR fails to refund to
      the LESSEE the Security Deposit, any unadjusted advance rent and any other
      amount due to the LESSEE as aforesaid, the LESSEE shall be entitled to
      remain in occupation and possession of the Demised Premises till such time
      as the Security Deposit is refunded with interest charges @ 15% per annum.
      Such staying over by the LESSEE in the Demised Premises shall not
      constitute a default by the LESSEE under the terms hereof. Notwithstanding the aforesaid, it is expressly recorded
      and mutually agreed that this clause or anything else to the contrary,
      does not and shall not be construed or deemed to extend the duration of
      lease. 








4
- OPERATION AND MAINTENANCE SERVICES 

	.1	     	LESSOR is under an obligation to maintain common areas
      and provide certain amenities, facilities and services in discharge of its
      obligation, more particularly described in the Byelaws (hereinafter
      collectively called the “Operation and Maintenance Services”) on the terms
      and conditions hereinafter contained.
			 
	.2		LESSOR shall be entitled to engage any person
      and/or entity under contract from time to time in order to provide
      services to the LESSEE. 
			 
	.3		In addition to the lease rent and Security
      Deposit amounts payable by the LESSEE to the LESSOR as mentioned herein
      above, the LESSEE shall pay an estimated Operations and Maintenance Fee of
      Rs. 5/- per sq. ft of super built-up area per month for the total areas of
      56,600 sq. ft. taken on lease amounting to Rs. 2,83,000/- [Rupees Two
      Lakhs and Eighty Three Thousand Only], subject to income tax deduction at
      source at the applicable rates per month during the tenure of this Lease
      Term for Maintenance of the building, for services which will include
      Maintenance of common lobbies, landscaping, A/C MV machines higher side,
      Electrical higher side, Lifts, Security at gate and main entrance. O &
      M Charges are subject to increase from time to time in consultation with
      all tenants of the building. Power consumption charges for the lifts,
      common area lighting, external lighting and water consumption as per
      actuals are to be borne proportionately by the LESSEE. Service tax and VAT
      (if applicable) to be paid by the LESSEE in the future. All applicable
      taxes at the time of signing the Deed will be borne by the LESSOR.
    
			 
	.4		
      The operations and maintenance
      fee shall become payable in advance every month within seven (7) days of
      each Gregorian calendar month towards proportionate share in the cost of
      all the development, usage, maintenance, administration and functioning of
      the ilabs Centre listed in the Byelaws and executed by the parties hereto.
      

			 
	.5		In the event of failure by the LESSEE to make
      payment of the amounts as per this Deed, then the same will be considered
      as breach of this Deed and the consequences provided upon such breach
      shall follow.


5
- OBLIGATIONS OF THE PARTIES 


	.1	     	The
      LESSEE shall regularly pay the rent reserved under this Deed and all the
      outgoings, and charges stipulated herein, within the time and in the
      manner, herein provided.
			 
	.2		The LESSEE shall use the Demised Premises only
      for the business purpose and not for any other purposes whatsoever.
    
			 
	.3		
      The LESSEE shall not make or carry out any additions
      and/or alterations of a structural nature in or to the Demised Premises
      without prior permission, in writing, of the LESSOR. The LESSEE shall
      however be at liberty to, at its own cost, install and remove at the time
      of handing over vacant charge of the Demised Premises to the LESSOR such
      office electric and communication appliances including in-house
      electricity generators, air conditioner, furnitures, fixtures and fittings
      and to carry out additional wiring, if necessary, and to install machines
      or equipment for office use and other such conveniences, as are reasonably
      required by the LESSEE and which will remain the property of the LESSEE
      and shall be removed by the LESSEE when vacating the Demised Premises on expiration or sooner determination of the
      lease. The LESSEE shall be permitted to install a Mini antenna on the
      terrace and/or roof of the Building. The LESSEE shall have the right to
      install conduit within the riser space of the Building for items
      including, but not limited to, cabling, wiring, fiber optics, electrical,
      , generator cabling, etc. The LESSEE confirms that any telecommunication
      and fiber optic feed requirements that it may have shall be arranged by it
      at its own cost. The LESSOR shall provide to the LESSEE all necessary
      assistance for the above. On expiry of the term or earlier termination,
      the LESSEE has the right to remove all improvements installed by them and
      shall not be required to restore the Demised Premises to its original
      condition at the time of handover with reasonable wear and tear. While
      removing these improvements, if any damages are made to the Demised
      Premises, these shall be repaired by the LESSEE.










	.4	     	The
      LESSEE shall not store any hazardous or inflammable articles in the
      Demised Premises or in any proximity to the Demised Premises which could
      damage or harm persons or the LESSOR’s property.
			 
	.5		The LESSOR, its authorized Agents and
      employees shall have the right to enter upon the Demised Premises for
      inspection and carrying out repairs at reasonable working hours in the day
      with prior written intimation to the LESSEE to enable the LESSEE or its
      representative to be present so as to afford such entry. A prior
      intimation of 48 hours shall suffice.
			 
	.6		The LESSEE shall have unlimited access to the
      Demised Premises twenty four (24) hours per day and seven (7) days per
      week, three hundred and sixty five (365) days a year of operations and
      support services including electricity, water, power back up, security and
      lifts.
			 
	.7		
      The LESSOR will provide a
      Cafeteria as a part of the Support Services.

			 
	.8		The LESSEE shall be responsible for the cost
      of electricity, telecommunication, AC consumption costs, and water
      consumption charges and other utilities consumed on its Demised Premises
      and maintenance charges as stated above. Taxes like Service tax and VAT
      (if applicable) to be paid by the LESSEE in the future. All applicable
      taxes at the time of signing the Deed will be borne by the LESSOR. In
      addition, the LESSOR shall be responsible for all present and future
      municipal taxes, building insurance, etc. with regard to the Demised
      Premises.
			 
	.9		The LESSEE shall be provided with a
      proportional amount of building directory board space for the
      identification of their business to the amount of space leased in the
      building at no additional cost. LESSEE shall have full control over its
      signage on full floors that LESSEE occupies.
			 
	.10		The LESSOR shall undertake at its own cost to
      carry out any repairs to the Building and equipment installed by the
      LESSOR in the Building without causing inconvenience to the LESSEE’s quiet
      enjoyment of the Demised Premises.
			 
	.11		The LESSOR agrees that the LESSEE shall have
      access to the building shafts and dedicated routes within those shafts for
      running its electrical cables, VSAT cables, telephone lines etc., at no
      additional cost. The shafts agreed to be provided to the LESSEE shall have
      dedicated fully enclosed steel trunking accessible at each floor and with
      appropriate pull boxes throughout route from building supply points to the
      Demised Premises. The LESSOR shall provide additional rodent/ vermin
      protection as may be appropriate for eliminating migration between the
      floors or area compartments.
			 
	.12		
      The LESSOR confirms that it has
      complied with all the applicable laws in force pertaining to the
      construction of the Demised Premises and appurtenant land and has procured
      all licenses and permissions as required from time to time with respect to
      the Demised Premises. The LESSOR shall not do any act, matter or thing
      which would or might constitute a breach of any orders, regulations and
      Byelaws (statutory or otherwise) made by the Government or statutory
      authorities including the Municipal Corporation of Hyderabad from time to
      time and in the event the LESSEE incurs any direct loss or actual damage
      (not being indirect or business loss or damage) by reason of any failure
      on the part of the LESSOR to procure the necessary approval or to comply
      with any law for construction of the Demised Premises, the LESSOR shall
      indemnify and compensate the LESSEE for such loss or damage, as the case
      may be.









	.13	     	The LESSOR warrants and represents
      that it has good title and is the absolute owner of the Demised Premises
      and it has the full right, absolute power and authority to deal with the
      property and to grant a lease, upon receiving a written consent from
      Bharat Overseas Bank State Bank of India (Industrial Finance branch) in
      respect of the Demised Premises upon such terms as it deems fit. The
      LESSOR also warrants and represents that the Demised Premises is free from
      all legal encumbrances whatsoever and the LESSOR has not entered into any
      similar agreement or arrangement with any person/persons for providing use
      and occupation of the Demised Premises to which the LESSEE is entitled to
      under this Deed. In the event there being any defect or deficiency or
      inadequacy in the LESSOR’s right to execute this Deed, the LESSOR
      undertakes to indemnify the LESSEE against all consequences arising there
      from including damage, losses, costs or any other claims/ actions, or
      proceedings by others in respect of quiet and peaceful use, occupation and
      possession of the Demised Premises.
			 
	.14		The LESSEE shall have the first right of
      refusal for Block 3 - Floors 6, 7, 8 and Block 4 - Floors - 6, 7, 8 with a
      total square foot area of 88,200 sq. ft on the (“the premises”) on the
      same terms and conditions of this Deed. However, the LESSOR, upon
      receiving a formal offer from a third party shall give a written notice to
      the LESSEE (attaching the formal offer letter from the third party) to
      acquire the premises. The LESSEE shall within twenty (20) days of receipt
      of the written notice from the LESSOR, state their intentions to acquire
      the premises on the same terms and conditions of this Deed. The LESSEE
      shall complete the formalities and execute the Lease Agreement within
      another twenty (20) days after stating their intention to acquire the
      premises, failing which the LESSOR shall offer the premises to the third
      party. The first right of refusal shall be valid till the 15th of
      November, 2005.
			 
	.15		
      The Demised Premises will be
      offered ready for fit out on execution of this Deed as per mutually
      agreeable specifications which is included as Schedule C and called
      “Landlord’s Base Building Specifications” per the specifications
      discussed.



6
- INTEREST 

In the event of the LESSEE failing to
make payments, on or before the 7th day of each Gregorian calendar month, the
LESSOR will issue a ten (10) days notice up to 17th of the respective month and
thereafter the payment due shall be payable with 15% interest per annum for any
delay beyond the 18th day of the calendar month. In case the payment and the
interest due is not made before the 17th, the LESSOR shall be entitled to cease
to provide all the services set out in the Byelaws. LESSOR shall also be
entitled to claim the dues with interest in addition to the right to disconnect
all the amenities, facilities and services. LESSOR agrees to pay LESSEE the
interest @ 15% per annum on the Security Deposit for the delay in refunding the
Security Deposit beyond the time span mentioned in Article III. 




7
- PARKING CHARGES 


	.1	     	
LESSOR has allotted as per the
      request of the LESSEE car parking facility within the ilabs Centre 30 Reserved Covered Car Parking Spaces at Rs. 2,000/-
      per car space, subject to income tax deduction at source at the applicable
      rate, depending on the LESSEE’s requirements and subject to a maximum
      escalation of 5% per year. 

      In addition to the above, set out
      below are the Parking Charges for additional parking spaces: 

      Reserved Covered Car Parking @
      Rs.2,000 per month 

      Reserved Open Car Parking @
      Rs.1,000 per month 

      Reserved Covered 2 wheeler
      Parking @ Rs.300/- per month 

      Reserved Open 2 Wheeler Parking @
      Rs.150/- per month. 

			 
	.2		The LESSEE shall be deemed the privilege of
      using the parking facility in the event of non-payment of parking fees, if
      any. In addition to the car parking facility, there is ample two wheeler
      parking facility, on “first-come-first-served” basis, the LESSOR
      undertakes to maintain the said parking areas in a usable
    condition.



8
- OTHER CHARGES 

The LESSEE will pay all sums that are
due and payable as usage charges directly related to its leased premises at
actual cost for consumption of electricity for use of air-conditioning,
lighting, computers, etc., no actual basis to the LESSOR or designated agencies
and/or the service providers directly as intimated by LESSOR. 

9
- FURNITURE AND FIXTURES 


	.1	     	With the exception of items of
      personal property to trade fixtures, improvements & installations
      which are removable by the LESSEE, all the property of the LESSEE and
      LESSOR embedded to earth, improvements and installations made therein
      shall become part of the Demised Premises on termination and/or expiration
      of this lease.
			 
	.2		All the LESSEE’s personal property and trade
      fixtures such as Air conditioners, Diesel Generators, UPS Fire protection
      systems, Access Control, interior fit outs, electrical installations,
      etc., if any installed by LESSEE on the Demised Premises with the prior
      permission of the LESSOR shall remain the property of LESSEE. It shall be
      removable at the expiration or earlier termination of this lease, or any
      renewal or extension thereof, provided further that in the event of such
      removal, having repaired the damage caused by such removal. The LESSEE
      shall promptly restore the Demised Premises in good order and condition
      excepting only ordinary wear and tear.



10
- BYE-LAWS 


	.1	     	This lease grants LESSEE a leasehold
      estate in the Demised Premises for the lease term specified together with
      a license granting LESSEE for such lease term, the rights to use the
      common area, common amenities, facilities and services of the ilabs Centre
      provided to the LESSEE and LESSEE’s contractors, permittees, invitees,
      licensees, employees and agents shall exercise such license in accordance
      with the provision of the Byelaws.
			  
	.2		The LESSEE will
      abide by and keep any rules or Byelaws and any modifications made thereto
      executed by the parties and if any question shall arise as to the
      existence of any such rules or Byelaws or the meaning construction or
      breach of this covenant or any such rules or Byelaws the same shall be
      referred to the LESSOR whose decision shall be final and binding on the
      LESSEE. 
		 	
	.3		The LESSEE’s tenancy and right to use and
      occupy the Demised Premises shall be in accordance with in all respect to
      the provisions of the Byelaws of the ilabs Centre and to such other rules
      and regulations of ilabs Centre as the LESSOR may from time to time
      promulgate regarding management of ilabs Centre and use of common
      facilities and executed by the parties.








	.4	     	 In case the LESSOR wish to amend the Byelaws and other
      rules and regulations as indicated herein, LESSOR will give a ten (10)
      days written notice to all the Allottees for their consent. The
      Notice shall be served with acknowledgement
      due. In case no communication is received from the Allottees within ten
      (10) days of receipt of the notice, the amendment shall be deemed to be
      accepted. The amendment will come into force on acceptance/deemed
      acceptance by the Allottees. The right to propose and amend the Byelaws
      with the consent of the Allottees will solely remain with LESSOR.
      
			 
	.5		Words used in this Deed will have the same
      meaning assigned to them in the Byelaws (“the said Byelaws”) unless the
      context thereof requires to the
contrary.


 11 -
INSURANCE 


	.1	     	LESSOR shall at all times during the
      term and any extension thereto shall keep in force, a comprehensive public
      liability and property damage insurance cover with insurance companies for
      ilabs Centre which would include the building, facilities and amenities
      provided therein and furnish a copy of the premium receipt to the LESSEE.
      Except as otherwise specifically provided herein, all insurance policies
      shall be written in the name of and for the benefit of the LESSOR as the
      interests so appear and shall not be invalidated by any act or neglect of
      LESSOR and/or the LESSEE. However, the LESSOR shall not be under any
      liability to compensate and/or incur any liability on behalf of the LESSEE
      for its properties and employees in the Demised Premises. It shall be the
      sole responsibility and liability of the LESSEE to keep in force a
      comprehensive insurance cover for its properties and employees, including
      comprehensive public liability & furnish a copy of the premium receipt
      to the LESSOR.
			 
	.2		Anything in this lease to the contrary
      notwithstanding, LESSOR and LESSEE each hereby waives any and all rights
      of recovery, claim, action or cause of action against the officers,
      directors, shareholders, partners, joint ventures, employees, agents,
      customers, invitees, or business visitors of each other for any loss or
      damage arising from any cause covered by any insurance required to be
      earned by each of them pursuant to this lease or any other insurance
      actually carried by each of them.



12
- DEFAULT 


	.1	     	Each of the following shall
      constitute an Event of Default:
				     	 
			.1		Failure to pay any rental, Security Deposit
      and operation and maintenance fee in advance within the seventh (7) days
      of every month they are due or failure to pay any third party payments for
      service and/or utilities under this Deed when they are due;
or
					 
			.2		If LESSEE shall be adjudicated insolvent
      within the meaning of insolvency in either bankruptcy or equity
      proceedings, or if any involuntary petition in bankruptcy is filed against
      LESSEE which is not dismissed within one hundred and twenty (120) days or
      actual proceedings whichever earlier; or
					 
			.3		Failure to perform or observe any other
      agreement, covenant or condition on LESSEE’s part to be performed after
      notice of default from LESSOR if such default could cause the LESSOR to be
      subject to prosecution for violation of any law, rule or regulation would
      cause a default.








	.2	     	Under this Deed, Byelaws, or the agreements, etc.,
      applicable to the Demised Premises. 
				     	 
			.1		Upon the occurrence of any event of default
      which is not cured within the notice period of thirty (30) days stipulated
      herein below, on terminating this lease, LESSOR may reenter and take
      possession of the Demised Premises upon simultaneous refund of the
      Security Deposit as herein provided and the provisions of this paragraph
      shall operate as a notice to quit. If necessary, LESSOR may proceed to
      recover possession of the Demised Premises by such proceedings, including
      re-entry and possession, as may be applicable. If LESSOR terminates this
      lease, everything contained in this lease on the part of LESSOR to be done
      and performed shall cease except the obligation to refund the Security
      Deposit as herein provided, subject, however, to the right of LESSOR to
      recover from LESSEE accrued arrears of lease rent, Security Deposits,
      operation and maintenance Fee and other sums payable under this Deed
      accrued up to the time of termination and recovery of possession by
      LESSOR.
					 
			.2		All rights or remedies of LESSOR set forth
      herein are in addition to all other rights and remedies available to
      LESSOR at law. All rights and remedies available to LESSOR hereunder or at
      law are expressly declared to be cumulative. The exercise by LESSOR of any
      such right or remedy shall not prevent the concurrent or subsequent
      exercise of any such right or remedy. No delay in the enforcement or
      exercise of any such right or remedy shall constitute a waiver of any
      default by LESSEE hereunder or of any of LESSOR’s rights or remedies in
      connection therewith. LESSOR shall not be deemed to have waived any
      default by LESSEE hereunder unless such waiver is set forth in a written
      instrument signed by LESSOR. If the LESSOR waives in writing any default
      by LESSEE, such waiver shall not be construed as a
      waiver of any covenant, condition, or agreement set forth in this lease
      except as to the specific circumstances described in such written
      waiver.
					 
			.3		No custom or practice, which may develop
      between the parties in the administration of the terms of this lease,
      shall be construed to waive or lessen LESSOR’s right to insist upon strict
      performance of the terms of this lease.
					 
			.4		To display a “For Rent” sign at any time,
      after notice from either party of intention to terminate this lease,
      prospective lessees authorized by the LESSOR may inspect the Demised
      Premise at reasonable hours at any time provided that advance written
      appointment is given by the LESSEE.
					 
			.5		The provisions of this Article XII shall
      survive the expiration or termination of this
Deed.


13
- TERMINATION 

Without Prejudice to any other provision of this
Deed, the termination of the Deed will occur in the following events:


	.1	     	In
      the event of either party committing breach of their respective
      obligations contained in the Deed, the aggrieved party shall give to the
      defaulting party a written notice of at least thirty (30) days to remedy
      the breach and in the event of the defaulting party failing to remedy the
      breach with in the aforesaid notice period then in such event the
      aggrieved party shall be entitled to terminate the
  Deed.
			 
	.2		Subject to the Lock-in Period, the Deed is
      terminable by the LESSEE by giving four (4) months prior written notice.
      







	.3	     	The
      LESSOR shall not have a right to terminate the Deed except in case of the
      above Event of Default by the LESSEE after providing notice as provided
      hereinabove.
			 
	.4		Upon expiration or termination of this lease,
      or any renewal thereof, by lapse of time or otherwise, the LESSEE agrees
      peaceably to remove its movable personal property and trade fixtures from
      the Demised Premises and to surrender the Demised Premises to LESSOR
      without further notice, in broom-clean condition, subject to ordinary wear
      and tear upon simultaneous refund of the Security Deposit as herein
      provided. Should LESSEE continue to hold the Demised Premises after the
      expiration or earlier termination of this lease and refund of the Security
      Deposit, such holding over, unless otherwise agreed to by LESSOR in
      writing, shall constitute and be construed as a tenancy at will at monthly
      installments of rent equal to one hundred fifty percent (150%) of the
      monthly portion of Rent in effect as of the date of expiration or earlier
      termination, and subject to all of the other terms, taxes, levies, charges
      and expense, which would mean and include Security Deposit and operation
      and maintenance fee set forth herein, except any right to renew this
      lease.


14
- NOTICES 

Any demand for payment or notice
required to be made or given by the parties to this lease shall be sufficiently
made or given if sent by that party to the other by Registered Post
Acknowledgement Due at the address mentioned herein below: 

FOR THE LESSOR: 

Ilabs Hyderabad Technology Centre (P)
Ltd.
No. 97, Road No. 3, Banjara Hills,
Hyderabad - 500 034. 

FOR THE LESSEE: 

INTELLIGROUP ASIA PVT LTD
5-9-22,
MANASAROV AR COMPLEX
SECRETARIATE ROAD,
HYDERABAD - 500 063, INDIA.


15
- ENTIRE AGREEMENT 

It is mutually acknowledged and
understood that this Deed together with the Schedule-A, B & C, Exhibit-I and
the Byelaws the amendment and/or modification, if any, all of which are hereby
incorporated herein by reference, constitutes the Entire Agreement of the
parties with respect to the Demised Premises and would supercede all oral and
written understanding and agreement with respect thereto and shall govern the
validity, interpretation, performance and enforcement of this Deed. 

16
- RELATIONSHIP OF PARTIES 

Neither this lease nor any part thereof
is to be constructed as creating a joint enterprise, a partnership or any other
relationship except that of LESSOR and LESSEE. 




17 - ASSIGNMENT, SUBLETTING AND
PARTITION

	.1	      	
      The LESSEE is not permitted to assign, let,
      sub-let, grant leave and license or part with possession of the Demised
      Premises or any part thereof in any manner except to a sister
      concern/group company/qualified sub-lessees of LESSEE engaged in IT/ITES
      business with prior written permission of the LESSOR, which shall not be
      unreasonably withheld, conditioned or delayed. To maintain the homogeneity
      and efficiency of the ilabs Centre the LESSEE undertakes not to subdivide
      and/or partition the allotted Unit in any manner.

	 	 	  
	.2		
      LESSOR shall be entitled to transfer
      mortgage or dispose of its interest in the said Demised Premises in any
      manner, provided that the same does not affect or prejudice the rights
      created in favour of the LESSEE. The LESSEE acknowledges that it shall not
      be entitled to object to the same provided that the same does not affect
      or prejudice the rights created in favour of the
  LESSEE.



18
- QUIET ENJOYMENT 

The LESSEE upon paying the rent and all
other sums, as provided in this lease, and observing all covenants, warranties,
agreements and conditions of this lease, shall have quiet and peaceful enjoyment
of the Demised Premises during the term of this lease or any renewal thereof
without any hindrance or any disturbance by the LESSOR and/or any one claiming
under or through the LESSOR. 

19
- HEADINGS 

The headings of the paragraphs in this
Deed, are for convenience only, and shall not limit the scope or content of this
lease nor shall it be considered in any construction or interpretation of this
Deed. 

20
- SEVERABILITY 

It is agreed that if any of the
provision of this Deed are declared null and void and are of no force and effect
for any reason, such determination shall not affect the other provisions of this
Deed which shall remain in full force and effect. 

21
- FORCE MAJEURE 


	.1	      	
      Destruction or Damage.

	 	 	  
			.1	      	
      In the event, the Demised
      Premises or a portion of the same necessary for the LESSEE’s use and
      enjoyment of the Demised Premises are damaged by fire, earthquake, act of
      God, the elements or other casualty, the LESSEE shall have the option to
      terminate and cancel the lease hereby granted forthwith or require the
      LESSOR to restore the Demised Premises. If the LESSEE chooses to require
      the LESSOR to restore the Demised Premises, the LESSOR shall forthwith
      repair the same, subject to the provisions of this Article. If the LESSEE
      elects not to terminate the Deed, this Deed shall remain in full force and
      effect except an abatement of rental and other charge shall be allowed to
      the LESSEE till the Demised Premises are restored to its original
      condition prior to the damage.









		.2	      	
      If the LESSEE elects to require the LESSOR
      to restore the Demised Premises, as soon as is reasonably possible
      following the occurrence of any damage, but not more than seven (7) days
      thereafter, LESSOR shall notify LESSEE of the estimated time required for
      the repair or restoration of the Demised Premise or the portion of the
      Building necessary for LESSEE’s occupancy. If the estimated time is in
      excess of the requirement of the LESSEE, the LESSEE may elect, to
      terminate this lease effective on the date of such damage or
      destruction.

		 	 	  
		.3		
      In the event LESSOR commences repair or
      restoration in accordance with this Article and such repair or restoration
      is not fully completed within 90 days after such damage, LESSEE may elect,
      to terminate this lease effective on the date of such damage or
      destruction.




	.2	      	
      Eminent Domain.

	 	 	  
			
      If all or any part of the Demised Premises
      shall be taken as a result of the exercise of the power of eminent domain,
      LESSEE shall have the right to terminate this lease with immediate effect.
      If LESSEE does not elect to terminate this lease, LESSOR will restore,
      rebuild and replace the balance of the Demised Premises (including,
      without limitation, the installation of demising walls and heating,
      ventilating and air-conditioning systems) so that the balance of the
      Demised Premises are as usable by LESSEE for LESSEE’s purposes as they
      were before such taking. In the event of a partial taking of the Demised
      Premises which does not result in a termination this lease, the monthly
      rental thereafter to be paid shall be equitably reduced on a square
      footage basis and will be abated until the balance of the Demised Premise
      are restored, rebuilt and replaced according to this Article. For sake of
      clarity, LESSOR’s obligation to restore Demised Premises should include
      the repair or replacement of all electrical wiring, fixtures, components
      and systems as well as all telecommunications and data wiring and
      components.



22
- ARBITRATION 

	.1	      	
      Any dispute or difference between the
      parties with regard to this Deed and all connected and related matters
      whatsoever shall be discussed and settled amicably. In the event of any
      failure to resolve the disputes or differences amicably within thirty (30)
      days, all such disputes or differences whatsoever, shall be referred to
      Arbitration. The Arbitration proceedings shall be conducted in English and
      in accordance with the provisions of the Indian Arbitration and
      Conciliation Act 1996 or any statutory modification or enactment thereof.
      The venue of Arbitration shall be Hyderabad.

	 	 	  
	.2		
      The parties have agreed that the Sole
      Arbitrator will be appointed mutually by both the parties. If the parties
      fail to mutually decide the Sole Arbitrator within fifteen (15) days of
      the date of arising of the dispute, each party shall appoint one
      arbitrator and the two arbitrators will appoint a third arbitrator to form
      a panel for the arbitration proceedings within Forty Five (45) days of the
      date of arising of the dispute. The Arbitration proceedings will be on a
      fast track. Any of the parties going for arbitration will submit its claim
      petition and documents to the Arbitrator within one week of the reference
      being made to the Arbitrator, with a copy to the Opposite Party. The
      Opposite Party will submit its Counter and its documents to the Arbitrator
      after serving a copy to the party opting for arbitration, within one week
      thereafter. The parties can file their further replies or documents within
      one week thereafter. Immediately after the 3rd week, the Sole
      Arbitrator/panel of arbitrators will endeavour to commence the hearing on
      the 22nd day and will endeavour to go on with the hearing of the case from
      day to day without any adjournment, as far as possible. The Sole
      Arbitrator/panel of arbitrators will also endeavour to give his award as
      early as possible.








	.3	      	
      The Arbitrator proceedings will be completed
      as far as possible within forty (40) days from the date of reference. The
      decision of the Arbitrator/panel of arbitrators will be final and binding
      on the parties.



23
- JURISDICTION 

Without affecting the validity of
Arbitration clause hereinabove, all connected and related matters shall, in all
respects, be subject to the exclusive jurisdiction of Hyderabad. 

24
- LITIGATION EXPENSES 

In the event any party is required to
resort to arbitration and/or litigation to enforce its rights herein under, the
parties agree that any judgement awarded to the successful party shall include
all litigation expenses including reasonable Attorney fees and court costs.





SCHEDULE A 

All the pieces and parcel of the land
and Building situated at Survey No.64 (p) Madhapur, Serilingampally Mandal,
Rangareddy District comprised in ilabs Centre measuring a total extent of 5
Acres, and situate within the Sub-registration District of Moosapet and
Registration District of Rangareddy bounded on the North by Road, East by Road,
South by open land of Raidurg village boundary and West by LESSOR’s property.





SCHEDULE B 

DEMISED PREMISES 

The office area situated on the Block-1
- 5th Floor - 12,500 sft. and Block-2 - 5, 6, 7 floors (14,700 sft * 3 = 44,100
sft.) totaling to 56,600 sft. (super built up area)), as shown in the exhibit
annexed hereto as part and parcel of this Deed. 




SCHEDULE C 

BASE BUILDING
SPECIFICATIONS 

	1.		Air conditioning
      chillers and piping up to the AHU including AHU up to the Demised
      Premises.
	 
	2.		Electrical transformer
      and HT panels, energy meters and cabling up to the demised
    premises.
	 
	3.		Toilets including
      fixtures like Wash Basins, WC etc.
	 
	4.		Lifts.
	 
	5.		Common Areas - tiling
      and lighting.
	 
	6.		Fire Fighting wet
      riser up to the tapping point in the respective floors.
	 
	7.		External landscaping
      and lighting.
	 
	8.	      	1.0-1.1 KVA for every
      100 sf. Ft.






IN WITNESS WHEREOF, the LESSOR and the
LESSEE hereto have caused this Deed to be executed on the date first above
written by their duly authorized representatives pursuant to a Resolution passed
at their respective Board Meeting, a certified true copy of which is enclosed
herein for reference. 

SIGNED, SEALED AND DELIVERED by the
within named LESSOR, 

M/s.ILABS HYDERABAD TECHNOLOGY CENTER
PVT LTD
through its GENERAL MANAGER, Mr. C.S. VENUGOPALA RAO,
in the
presence of: 

WITNESSES: 

1. 

2. 

SIGNED, SEALED AND DELIVERED by the
within named LESSEE, 

M/s. INTELLIGROUP ASIA PVT LTD through
its Chief Operating Officer,
Mr. RANJIT PRITHVIRAJ in the presence of:


WITNESSES: 

1. 

2.