LEASE DEED

THIS LEASE DEED is made on this the 1st day of April, 2000 between M/S IRON
TRADERS PRIVATE LIMITED, having its registered office at A-235, Okhia Industrial
Area, Phase-I, New Delhi-110020 through its representative Sh. Santosh Kumar
Hingal S/o Sh. Krishan Lal Hingal, R/o BS-S5 B; Shalimar Bagh, Deli-110052
(hereinafter referred to as the "LESSOR/OWNER") and M/S REALTIME SYSTEMS LIMITED
having its office at C-45, Okhia Industrial Area, Phase-I, New Delhi-110020
through its Asst. Manager (P&A) Mr. Sandi Biman, S/o Sh. M.L. Bhan, R/o 112, Lok
Viher Appts, Vikaa Puri, New Delhi-18 (hereinafter referred to as the "LESSEE")
of the other part.

WHEREAS the LESSOR, M/S IRON TRADERS PRIVATE LIMITED, is the owner of the
Factory Premises No. A-235, Okhia Industrial Area, Phase-I, New Delhi-110020,
duly installed with Industrial Power (about 100 H.P.), commercial light and
subsoil water facilities and having DDA leasehold rights.

AND WHEREAS the LESSEE, M/S REALTIME SYSTEMS LIMITED has approached the
LESSOR/OWNER for the grant of Permission to use the factory premises No. A-235,
Okhia Industrial Area, Phase-I, New Delhi-110020 duly installed with Industrial
Power, Permanent commercial light and water facilities for the purpose its
office/workshop for manufacturing of Telecom equipment to use the said premises
for Commercial/Industrial purposes by the LESSEE & their representatives,
business associates, legal representative etc. in the said premises on Lease for
a period of three years at a monthly Lease Money of Ra.1,40,000/- (Rupee One
Lacs forty thousand only) (After tax deducted at source as per 1. Tax Act.),
excluding consumption charges of Industrial power, Commercial light, Water,
Telephone, Generator set.

AND WHEREAS the LESSOR/OWNER has agreed to grant Lease to the LESSEE, M/S
REALTIME SYSTEMS LIMITED to use the aforesaid factory premises, A-235, Okhia
Industrial Area, Phase-I, New Delhi-110020.

NOW IT IS HEREBY EXPRESSLY agreed and declared between the parties as under:

1.       That the LESSEE, M/S REALTIME SYSTEMS LIMITED has undertaken to pay a
         sum of Rs.1,40,000/- (Rupee One Lacs forty thousand only) (After tax
         deducted its source as per 1. Tax Act) per month as monthly lease,
         money payable always in advance before the 10th of each English
         Calendar month.

2.       That the LESSEE M/S REALTIME SYSTEMS LIMITED shall pay the consumption
         charges of Industrial Power, Commercial Light and water charges
         directly to the authorities concerned, as per bills, always in time and
         the LESSOR/OWNER shall not be responsible in case of dis-connection due
         to non-payment of bills.

         The LESSOR shall have no objection for making any temporary partition,
         cabins, chambers, alterations in the demised premises to be associated
         by the LESSEE at its own cost of A/cs Telephones, Computers, Water
         Coolers, etc. But at the time of termination of the lease agreement
         LESSEE shall remove all such equipments & hand over the vacant
         possessions to the Lessor/Owners.


                                       1
<PAGE>


3.       That the LESSEE shall keep the premises in a sanitary and clear
         condition and shall pay the cost of making goods any damage there to or
         to the adjacent premises caused by the negligence or misuse of the
         premises by the LESSEE or its agents/employees/workers etc., and the
         LESSEE shall indemnify the LESSOR/OWNER against any loss or damage to
         the factory premises caused by fire or otherwise by any other reason.

4.       That the LESSEE shall not change the constitution of its company and
         shall not change the user of the premises as stated in the Lease
         Deed/Agreement, neither this LESSEE nor any of the rights conferred by
         it shall be transferred or assigned to any other person/firm/company
         etc., nor shall the factory premises or any part thereof be allowed to
         be used by any other person/firm/company doing business in its name
         etc.

5.       That the LESSEE shall be responsible for any damages to the premises
         due to fire, any disputes, between the workers of the LESSEE and the
         LESSEE shall repair and maintain the leased premises and keep the same
         in a good sanitary condition.

6.       That the LESSEE shall not deal in and store any inflammable/combustible
         goods or any such other goods prohibited under the By-laws framed by
         Municipal Corporation of Delhi/Delhi Development Authority or any other
         Government Body.

7.       That the LESSEE shall pay all taxes and impositions on account of the
         office carried on by it in the said premises and the LESSOR shall not
         incur any liability in respect of the same.

8.       That the LESSEE shall not make any encroachment and shall confine
         itself only to the aforesaid portion of the factory premises for the
         running of its Office & Work shop & other business activities.

9.       That the LESSOR shall not be responsible for the safety of the
         goods/machines or any other materials or articles, belonging to the
         LESSEE M/S REALTIME SYSTEMS LIMITED or to any other person connected
         with the LESSEE or visiting the LESSEE nor shall the LESSOR/OWNER be
         liable for any loan or damage or injury to the premises, lying at any
         time in or around the said factory premises, by reason of theft, fire,
         pilferage, emergency, risks, other risks, seepage, leakage of water
         from any part of the building, or from any cause whatsoever. The
         goods/articles, machine things etc., lying in the premises, shall be
         strictly at the risk and responsibility of the LESSEE.

10.      That the LESSEE shall comply with all the laws, by-laws, encroachments,
         statutes, rules and regulations and sets of Municipal Corporation of
         Delhi, Delhi Development Authority, Land & Development Officer, New
         Delhi Municipal Committee, Delhi Administration, DBV, DWB, Central
         Government, Delhi Government, R.B.I., Export-Import Bye-laws, or any
         other local body or authority. In case, the LESSEE contravenes any of
         the aforesaid rules, regulations, acts or bye-laws etc., and any
         penalty or damage is imposed by the authorities, in such an event, the
         LESSEE will be solely responsible and the LESSOR/OWNER shall not incur
         any liability whatsoever. The LESSOR has no objection. LESSEE for the
         installation of Generator Set in the premises.


                                       2
<PAGE>


         The House Tax or other future tax on the premises to be levied by the
         Govt. Authorities is to be borne by the LESSOR only. But any Tax which
         is levied due to the business of the LESSEE shall be payable by the
         LESSEE.

11.      That the LESSOR/OWNER has not objection if the LESSEE applies and
         avails the necessary registrations with the Directorate of Industries,
         Small Scale Industries, or any other registrations in connection with
         the Import-Export policies and also to deal with any Excise, Sales Tax
         Department, and also to apply and avail the Telephone connection,
         Telex, Fax, tele fax facilities and another Industrial Power,
         Commercial Light, Power connections from DVB to run its
         office/Workshops in the said factor premises.

12.      That the LESSEE has deposited total a sum of Rs.9,80,000/- (Rupees Nine
         lace eighty thousands only) which represents as Ra.5,60,000/+ towards
         advance lease rent equivalent to 4 months lease rent adjustable (TDs to
         be deducted as per rules framed under the Income Tax Act) and
         Ra.4,20,000/+ which is equivalent to three months lease money (interest
         free). The LESSEE have deposited this monies with the LESSOR (on
         account of Security Deposit) against infrastructure facilities in the
         said leased premises and the said security deposit is refundable by the
         LESSOR/OWNER to the Lessee as and when the LESSEE will vacater the
         premises after clearance of the dues if any.

         The LESSEE shall be entirely responsible for any breach of laws due to
         their business activities and LESSEE have to make such arrangements at
         their own cost and responsibilities such as getting permission/consent
         from the Delhi Pollution Control committee for running their business
         in the subject premises or another department(s) as per
         circulars/notifications issued from time to time.

13.      That the Lease Deed has been executed for a period of 3 (Three) years
         w.o.f. 1st April, 2000 to 31st March, 2003. In case the LESSEE is
         desirous of renewing the Lease for a farther period of 3 years i.e. 1st
         April, 2003 to 31st March 2006. It requires at least three months
         notice in writing from the LESSEE showing their such intention and will
         be renewed for a further period of Three years as given above subject
         to 15% increase in the monthly lease money of the last lease rent paid
         by the LESSEE. However the

14.      That the LESSEE shall not sublet, assign or otherwise part with the
         possession of the demised premises to any one without the pre-consent
         of the LESSOR/OWNER in writing.

15.      That the LESSEE shall permit the LESSOR/OWNER, its agents/surveyors and
         workmen to enter the demises premises at any time for the purpose of
         inspection or repair of the demised premises.

16.      That the LESSEE to deliver the demised premises to the LESSOR on the
         expiry or earlier on termination of the lease of the factory premises,
         A-235, Okhia Industrial Area, Phase-I, New Delhi-110020, together with
         fullmap & fixture in such good condition as is consistent with the
         covenants and conditions of the arrangements.


                                       3
<PAGE>


17.      Electric Connections exist in the demised premises. Extra power, if
         required, shall be arranged by the LESSEE at its own cost, to which the
         LESSOR/OWNER shall have no objection.

18.      That if the monthly lease money i.e. Ra.1,40,000/- (Rupees One lacs
         forty thousand only) (After tax deducted at source as per I.Tax Act)
         hereby reserved and agreed shall be in arrears, or not paid by the
         LESSEE M/S REALTIME SYSTEMS LIMITED TO THE LESSOR/OWNER M/S IRON
         TRADERS PRIVATE LIMITED in accordance with the terms and conditions
         contained and agreed herein then in such events, circumstances the
         legal consequences will follow, however the LESSOR/OWNER M/S IRON
         TRADERS (P) LTD. Shall intimate in writing to the LESSEE M/S REALTIME
         SYSTEMS LIMITED Thirty (30) days with prior notice/intimation before
         taking any such strong actions.

19.      This Lease Deed can be terminated before expire date - by both the
         LESSOR OR LESSEE side and for this purpose at least three months notice
         in writing is required.

         IN WITNESS WHEREOF the parties hereto have signed this Lease
         Deed/agreement after having fully understood the contents of the terms
         on the date mentioned herein above.

WITNESSES:

1.                                                    LESSOR/OWNER
                                              IRON TRADERS PRIVATE LIMITED

2.                                                       LESSEE
                                              M/S REALTIME SYSTEMS LIMITED


                                       4