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                                                                  EXHIBIT 10.12

                                    AGREEMENT

THIS AGREEMENT is made and executed at Pune on this 7th day of November 1996.

                                     BETWEEN


1. TALWALKAR & TALWALKAR, A Proprietory concern, having its Office at "Sai
   House", 17/7, Erandawane, Near Excel Service Station, Pune 411 004,
   hereinafter referred to or called as "THE PROMOTER", (which expression unless
   repugnant to the context or meaning thereof shall mean and include its
   Proprietor, his legal heirs, executors, administrators, assigns, etc.)

                              ...PARTY OF THE FIRST PART

2. VERITAS SOFTWARE INDIA PVT. LTD., a Company incorporated under the Companies
   Act 1986 having office at 1179/3 Shivajinagar, Modern College Road, Pune -
   411 005, through its Director Mr. Madhu Velji Popat, Age: Adult years,
   Occupation: Service, residing at 476 Bhau Daji Road, Matunga, Mumboi 400 095
   , athorised to execute this agreement vide Resolution dated________,
   hereinafter referred to or called as "THE PURCHASER" (which expression unless
   repugnant to the context or meaning thereof shall mean and include its
   Directors, their successors in title, executors and administrators.

                              ...PARTY OF THE SECOND PART

                              AND

3.

      1.    MR. RAJENDRA DATTATRAYA PATHAK, Age about 37 years, Occupation:
            Advocate, Residing at 41, Shailesh Society, Karvengar, Pune 411 052.

      2.    MRS. KAMAL TRIMBAK NIGHOJKAR, Age about 67 years, Occupation:
            Housewife, Residing at 301, Amarpuri, 38/2, Karvengar, Pune 411 052.

      3.    MRS. BAKUL PRABHAKAR PATHAK, Age about 64 years, Occupation:
            Housewife, Residing at 27 -B Swapnanagari, 20 Karve Road, 
            Pune 411 004. Through her Constituted Attorney
            Mr. Dhananjay T. Nighohkar.

      4.    MRS. NALINI MANOHAR SARAF, Age about 61 years, Occupation:
            Housewife, Residing at 528, Narayan Peth, Pune 411 030. Through her
            Constituted Attorney Mr. Dhananjay T. Nighohkar. Residing at: 301
            Karvenagar, Pune 411 052.

      5.    i) MR. NARHAR VAMAN PANDIT, Age about 60 years, Occupation:
            Business, Residing at 384, Sadashiv Peth, Pune 411 030.

            ii)   MR. MADHAV NARHAR PANDIT, Age about 36 years, Occupation:
                  Service, Residing at 384, Sadashiv Peth, Pune 411 030.

            iii)  MR. MAHESH NARHAR PANDIT, Age about 29 years, Occupation:
                  Service, Residing at 384, Sadashiv Peth, Pune 411 030

            iv)   MS. MADHAVI DAMODAR THITE, Age about 26 years, Occupation:
                  Service, Residing at 384, Sadashiv Peth, Pune 411 030.

            v)    MS. MEDHA NARHAR PANDIT, Age about 25 years, Occupation:
                  Housewife, Residing at 384 Sadashiv Peth, Pune 411 030

      hereinafter referred to or called as "THE CONFIRMING PARTIES", (which
      expression unless repugnant to the context or meaning thereof shall mean
      and include the owners themselves, there respective heirs, legal
      representatives, executors, administrators and assigns).



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                           ...PARTY OF THE THIRD PART

      through their constituted attorney MRS. BHARATI VIKRAM PATWARDHAN/MR.
      RAJAN ALUR.

(A)   The confirming parties herein are the owners, of the property which is
      more particularly described in the Schedule I written hereinunder,
      (hereinafter referred to as "THE SAID LAND" and the Confirming Parties
      also represented to the Promoter herein that they have a marketable title
      to the said land:

(B)   AND WHEREAS the Confirming Parties herein are the sole and absolute Owners
      of land more particularly described in Schedule I written hereunder
      (hereinafter referred to or called as the said land).

(C)   AND WHEREAS the Competant Authority, Pune, vide its order under section
      8(4) of the ULC Act dated 18-9-95, declared that out of the total area of
      Schedule I property of 3400 sq. mtrs. an area admeasuring 2130.38 sq.
      mtrs. was non vacant and 1269.62 sp. mtrs. as vacant land. AND WHEREAS the
      Competant Authority, Pune, vide its order dated 21.10.1995 under section
      22 of the ULC Act has permitted the redevelopment scheme for the said
      total non vacant area of 2130.38 sq. mtrs.

      AND WHEREAS the Promoter prepared and got sanctioned plan of the proposed
      building on portion of the first schedule property admeasuring 1794 sq.
      mtrs. Consisting of commercial units vide commencement certificate bearing
      No. 5176 dated 07.06.1996.

(D)   AND WHEREAS the Confirming Parties did not have knowledge expertise and
      experience of construction of the buildings and they therefore appointed
      the Promoter herein for the development of the said land by executing
      Development Agreement dated 02.05.1995 with the Promoter and gave the
      Promoter herein power and exclusive authority and right to develop and to
      construct and so sell and transfer and allot the Offices parking space
      etc. to the intending purchasers, subject to the terms and conditions
      mentioned in the said Agreement.

(E)   The Promoter herein has appointed M/s. Pandit Joshi & Associates, Pune and
      Ruikar Associates, Pune as their Architects and as Structural Engineers
      respectively for the preparation of the design and drawings of the
      building/s which are proposed to be constructed on the said land. The
      Promoter herein has reserved the right to change such Architect and
      Structural Engineer before the completion of the building/s.

(F)   As a result of the aforsaid agreement, the Promoter herein alone is
      entitled to develop and construct the buildings on the said land and has
      exclusive right to sell, lease, mortgage etc. the Offices, tenements, car
      parkings, terraces, reserved/ restricted areas, garden area,
      garage/outhouse, space for advertisement on the terrace of buildings, etc.
      in the buildings which are under construction or to be constructed on the
      said land by the Promoter and to enter into agreements with the
      Purchasers, Mortgagees, lessees, etc. and to receive sale price/
      consideration and deposit and other charges in respect thereof.

(G)   The copies of Certificate of Title issued by the Advocate of the Promoter,
      7/12 extract showing the nature of the title, of the Owners of the said
      land, on which the units are under construction and the copies of the
      plan/s and details of the Offices and specifications have been annexed
      hereto and marked as Annexure "A", "B", "C", "D" and "E" respectively.

(H)   The Purchaser/s herein has/have demanded from the Promoter and the
      Promoter has given inspection to the Purchaser/s of all the documents
      relating to the said land and the plans, design and specifications
      prepared by the aforesaid Architect of the Promoter and such other
      documents as are specified under the Maharashtra Ownership Flats
      (Regulation of the Promotion of Construction, sale Management and
      Transfer) Act, 1963 (hereinafter referred to as "The Said Act") and rules
      made thereunder.

(I)   After the Purchaser's enquiry the Promoter herein has requested the
      Purchaser to carry out independent search by appointing its own Advocate
      and to ask any queries, he/she/ they has have regarding the marketable
      title and nature of the title of the confirming parties of the Owners and
      the Promoter. The purchaser/s has/have satisfied himself/herself/
      themselves in respect of the marketable title of the Confirming Parties
      and rights of the Promoter herein therefore, has agreed to purchase the
      Offices, more particularly described in the Annexure-D herein and
      delineated red colour boundary line on the Annexure-C annexed hereto
      (hereinafter referred to or called as "THE SAID OFFICES"). 


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(J)   The Promoter herein has agreed to provide amenities in the said
      Accommodation which are more particularly described in the Annexure E
      annexed hereto.

(K)   The Purchaser/s herein is/are aware of the fact that the Promoter herein
      and the Confirming Parties herein have entered or will enter into similar
      or separate agreement/s with sever alot her person/s and parties in
      respect of other Offices, terrace/s, garage/s car parking/s under the
      stilt, land adjacent to the building within the said land for garden etc.

(L)   The Office Purchaser/s herein represented, assured and declared that
      he/she/they is/are entitled to and otherwise not debarred or disentitled
      to acquire a Offices under the provision of Maharashtra Co-operative
      Societies Act, 1960. (Maharashtra Act No. XXIV of 1960) and Urban Land
      (Ceiling & Regulation) Act, 1976.

(M)   The Parties herein have filed Form No. 37-1 under section 269 UC of the
      Income-Tax at 1960 in respect of this transaction and have obtained
      consent of the Appropriate Authority vide Order No. AHD/AA/PN 2789/95-96
      dated 27th May 1996.

(N)   AND WHEREAS under section 4 of the said Act the Promoter is required to
      execute a written Agreement for Sale of the Premises/units to the
      Purchaser being infact these presents and also registered the said
      Agreement under the Registration Act.

(O)   The parties here to are desirous to reduce into writing all the terms and
      conditions of this transactions and hence these presents.

NOW THEREFORE, THIS INDENTURE WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES HERETO AS UNDER:

1.    The Promoter herein has obtained sanction of the building plans in respect
      of the buildings which are under construction on the said land and the
      Promoter herein shall continue to construct and complete the construction
      of the said buildings on the said land in accordance with the plans,
      designs and specifications approved or to be approved by the concerned
      authority, which have been seen and approved by the Purchaser/s subject to
      such alterations and modifications as the Promoter in its sole discretion
      may think fit and necessary or may be required by the concerned local
      authority/ Government to be made in them or any of them. 

2.    The Purchaser/s hereby gives / give his / her / their irrevocable consent
      to the Promoter herein to carry out such alteration, modifications in the
      sanctioned plan/s of the said building/s as the Promoter in his sole
      discretion thinks fit and proper and/or such any law, rules, regulations,
      order or request made by the local authority, planning authority,
      competent authority or Government or any local authority.

      Provided that the Promoter shall have to obtain prior consent in writing
      of the purchaser/s if such alterations and modifications adversely affect
      the construction of the said accommodation.

      The Purchaser/s herein shall have no right to withhold such permission
      without any reasonable cause and shall give such permission as and when
      required by the Promoter herein.

3.    Relying on the Purchaser's representation and the assurance, the Promoter
      here in agreed to sell and the Purchaser/s has/have agreed to purchase
      Office Nos. 1&2 (ONE AND TWO) in Building No. "A", admeasuring built-up
      area 959.12 SQ. MTRS approximately i.e. 10,324 SQ. FT. and carpet area
      about 854 SQ. MTRS. I.E. 9,188 SQ. FT. and (including area of balcony/ies)
      on First and Second floors above Parking, in Building No. "A", which
      Offices are shown in RED colour boundary line on the plan annexed hereto
      as Annexure "C" along with six (6) Car Parks No. 14, 15, 16, 17, 18, & 19,
      in the same Building No. " A" which is more particularly delineated in Red
      Colour boundary line in Annexure-C annexed hereto and hereinafter, the
      aforesaid premises referred to or called as "THE SAID OFFICE", at or for a
      total consideration of RS. 2,47,11,400/- (RUPEES TWO CRORES FORTY SEVEN
      LACS ELEVEN THOUSAND FOUR HUNDRED ONLY) including the price for
      proportionate share in the said land and includes price of the common
      areas and facilities, appurtenant to the premises, excluding all expenses
      for stamp duty and registration fees, which shall be paid by Offices
      Purchaser separately. The nature, extent and described in the Schedule-II
      written hereunder and the Promoter has agreed to


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      provide the amenities in the said Offices and more particularly described
      in the annexure "E" written hereto.

The Purchaser/s herein shall pay the aforesaid agreed consideration to the
Promoter in the following manner:

i)    Rs. 11,75,000/-   paid prior to the execution of these presents vide 
                        cheque No. 282926 dated 29/3/96 drawn on CitiBank, 
                        Mumbai.

ii)   20%               Paid at the time of execution of this Agreement by
      Rs. 37,67,280/-   adjustment of the deposit amount of Rs 11,75,000
                        (Rupees Eleven Lacs Seventy Five Thousand only_
                        paid on MOU and valance by Cheque No. 178871 dated
                        7/11/96 drawn on Bank of India Bank.

iii)  10%               At the time of concreting of first slab of the building.

iv)   10%               At the time of concreting of the second slab of the
                        building.

v)    15%               At the time of concreting of third slab of the building.

vi)   10%               At the time of completion of internal plaster work of 
                        first & second floors.

vii)  20%               At the time of completion of plumbing work of first &
                        second floors.

viii) 15%               At the time of handing over possession of the premises.

---------
100%                    Total RS. 2,47,11,400/- (Rupees Two Crores, Forty Seven
                        Lacs, Eleven Thousand, Four Hundred Only.)
---------

The Purchaser shall on or before delivery of possession of the said premises
keep deposit of the following amount as demanded by the Promoter from time to
time.

i)    Towards MSEB charges : At actuals + Rs. 50,000/-
ii)   Towards Association Formation/Legal Charges : Rs. 50,000/-

The Purchaser herein shall pay the aforesaid amount on the Purchaser receiving
the written intimation from the Promoter calling upon the Purchaser to make the
payment. "Payment in time is the essence of the contract."

4.    It is hereby agreed that the Promoter and the Purchaser/s shall observe
      and perform and comply with all terms and conditions, stipulations,
      restrictions, if any, which have been or which may be imposed by local
      authority at the time of sanctioning of the plans or any time thereafter
      or at the time of granting Completion Certificate. The Purchaser/s shall
      not be entitled to claim possession of the said Offices until the
      completion certificate in respect of the said Offices is received by the
      Promoter and the Purchaser pays all dues payable under this agreement in
      respect of the said Offices to the Promoter.

5.    It is hereby declared that sanctioned plan/s has/have been shown to the
      Purchaser /s and the floor space index (F.S.I.) available is shown in the
      said plan/s. Similarly, the floor space index, if any utilised as floating
      floor space index or any other manner i.e. to say transfer from this
      property to another property or the floor space Index of any other
      property used by this property is also shown in the



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      plan/s. In this Agreement, the word F.S.I or floor area ratio shall have
      the same meaning as understood by the planning Authority under its
      relevant Building Regulation or Bye-Laws. The Promoter shall have right of
      pre-emption or first right to utilise the residual or available F.S.I. or
      which may be increased for whatever reason in respect of the said land or
      any other F.S.I. granted by the appropriate authority and allowed to use
      the same on the said land by constructing or raising any floor of the
      building which is under construction on the said land even after
      completion of existing work but in any case before execution of final
      conveyance, in favour of society or apartment holders. And the Promoters
      is entitled to sell the said F.S.I. to any person of his choice & the
      Society Association of Apartments Owners shall admit such person/s as
      member/s of the Society/Association of Apartments Owners. The Purchaser/s
      herein by executing these presents has given its irrevocable consent for
      the aforesaid purposes.

6.    The Promoter has made full and true disclosure of the title to the said
      land as the encumbrance, if any known to the Promoter. The Promoter has
      also disclosed to the Office Purchaser/s, nature of its right, title and
      interest or right to construct building/s. The Promoter has also given
      inspection of all the original documents and given certified true copies
      of all documents to the Office Purchaser to carry out the search and to
      investigate the title by appointing its own Advocate. The Office
      Purchaser/s having acquainted itself with all the facts and right of the
      Promoter and has entered into this Agreement. The Office Purchaser/s
      hereinafter shall not be entitled to challenge or question the title of
      the Confirming Parties and the right/authority of the Promoter in respect
      of the said land and to enter into this agreement.

7.    It is hereby agreed that the time for payment as specified above is the
      essence of the contract and on failure of the Office Purchaser/s to pay
      the same on due dates, it shall be deemed that the Office Purchaser/s
      has/have committed breach of this Agreement and the Promoter shall be
      entitled to take such action as he is entitled to take in case of breach
      of this Agreement.

8.    Without prejudice to the right of the Promoter to take action for breach
      arising out of delay in payment of the Installments on the due dates, the
      Office Purchaser shall be bound and liable to pay interest @24% per annum
      with quarterly rests, on all the amounts which become due and payable by
      the Office Purchaser/s to the Promoter till the date of actual payment,
      provided that tender of the principle amounts and interest or tender of
      the interest and expenses thereof shall not itself be considered as waiver
      of the right of the Promoter under this Agreement, nor shall it be
      construed as condonation of the delay by the Promoter.

9.    On the Officer Purchaser/s committing default in payment on the due dates
      of any of the installments payable under this Agreement or any other
      amount due and payable under this Agreement (Including its proportionate
      shares of taxes levied by the concerned local authority and any other
      outgoings) and on the Office Purchaser/s committing breach of any of the
      terms and conditions of this Agreement, the Promoter shall in his sole
      discretion be entitled to terminate this Agreement. Provided always that
      the power of termination under this Agreement shall not be exercised by
      the Promoter unless the Promoter has given to the purchaser 15 (fifteen)
      days prior notice in writing of his intention to terminate the Agreement,
      and point out the breach of the breaches of the terms and conditions on
      account of which it is intended to terminate this Agreement, and the
      Purchaser has called and/or neglected to rectify the breach or breaches
      within the period of 15 (fifteen) days of such notice. Provided further
      that upon termination of this agreement after deducting 10% amount of the
      total consideration as the earnest money which the Promoter herein is
      entitled to forfeit, the Promoter shall refund to the Purchaser the
      installments or price which the Purchaser/s might have till then paid to
      the Promoter but without any interest, the aforesaid amount shall be paid
      by the Promoter to the Purchaser/s immediately prior or after resale of
      the said Accomodation and on such condition the Promoter shall be entitled
      to resale the said Accommodation and/or dispose off or otherwise alienate
      the same in any of the manner as the Promoter herein in its sole
      discretion thinks fit. The Purchaser/s herein both hereby agrees to
      execute Deed of Cancellation or any other document as may be required to
      cancel this transaction in law on termination of the agreement as
      aforesaid and is entitled to do the same on refund of amount by
      cheque/demand draft as aforesaid by post. 

10.   The specifications of the Offices, and fixtures, fittings and the
      amenities to be provided by the Promoter to the said Offices or to the
      said building are described in the Annexure "E" annexed hereto. 


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      If any other extra fittings, or amenities are provided by the Promoter,
      the Officer Purchaser shall be bound to pay the extra price for such
      additions as per bill of the Promoter. The bill raised by the Promoter
      shall be final. If any extra fittings, fixtures and/or amenities are
      required by the Purchaser/s, then the Purchaser/s shall inform in writing
      (the promoter may in his discretion entertain and act even on an oral
      request) to the Promoter. Then the Promoter herein at his/their sole
      discretion may carry out the work after the Purchaser/s depositing such
      extra cost/price with the Promoter and for such additions bills raised by
      the Promoter shall be final.

11.   The Promoter herein shall give the possession of the said Offices, to the
      Purchaser/s on execution of conveyance only. (on or before 18th September
      1997). If the Promoter fails or neglects to execute aforesaid document/s
      and handover the possession for the reasons beyond its control by the
      aforesaid date or within the period mentioned under Section 8 of the
      Maharashtra Ownership Flats Act, 1963, then the Promoter shall be entitled
      or liable on demand to refund to the Purchaser/s the amount already
      received by the Promoter in respect of the said Offices, with interest @
      24% per annum, from the date the Promoter received the said sum till the
      date the amount and interest are repaid. Till the entire amount and
      interest thereon is refunded by the Promoter to the Purchaser/s they shall
      subject to the prior encumbrances, if any, be a charge on the said
      Offices. Provided that the Promoter shall be entitled to reasonable
      extension of time for giving possession of the said Offices on the
      aforesaid date, if the construction and completion of building in which
      the said Offices is to be situated is delayed on account of: 

      i)    non- availability of steel, cement, other building materials, water
            or electric supply.

      ii)   War- Civil commotion or act of God

      iii)  any notice order, rule notification of the Government and/or public
            or competent authority. 

      The Promoter herein has agreed to pay liquidated damages to the Purchaser
      @ 2% per month of the purchase price for delay beyond one month from the
      date mentioned above i.e. 18.09.1997. The Promoter has also agreed to
      allow the Purchaser to enter into premises for starting internal
      furnishing on or before 18.06.1997.

12.   If within a period of three years from the date of obtaining completion
      certificate from the Pune Municipal Corporation, Pune, the Purchaser/s
      brings to the notice of the Promoter any structural defect in the Offices
      or the building in which the Offices, are situated or the material used
      thereon or any unauthorised change in the construction of the said
      building, then wherever possible such defects or unauthorised changes
      shall be rectified by the Promoter at its own cost and in case it is not
      possible to rectify such defects or unauthorised changes, then the Office
      Purchaser shall be entitled to receive from the Promoter reasonable
      compensation for such defects or unauthorised change in the said
      accommodation.

      Provided further that it is agreed that the described liability period
      shall be deemed to have commenced from the date on which the Promoter has
      given the necessary intimation under this Agreement whichever is earlier.
      Provided however, that the Office Purchaser/s shall not carry out any
      alterations of whatsoever nature in the said Offices or in the fittings
      therein, in particular it is hereby agreed that the Office Purchaser/s
      shall not make any alterations in any of the fittings, pipes, water supply
      connections or any of the erection in the bathroom as this may result in
      seepage of the water. If any of such works are carried out without the
      written consent of the Promoter, the defect liability automatically shall
      become void.

13.   The Office Purchaser/s shall use the said Offices or any part thereof or
      permit the same to be used only for the purpose permitted by the local
      authority. Is shall use the garage or parking space only for the purpose
      of keeping or parking the Office Purchaser's own vehicle.

14.   The Office Purchaser/s along with other Purchaser/s of office/shop etc.,
      in the building/s shall join in forming and registering the Society or a
      Limited Company or an Association of Apartment Owners and also from time
      to time sign and execute all the applications for registration and/or
      membership and other papers and documents necessary for the formation and
      the registration of such body including the bye-laws of the proposed
      society or a limited company or an Association of Apartment owners and
      duty fill in, sign and return to the Promoter within 15 days of the same
      being forwarded by the Promoter to the Office Purchaser, so as to enable
      the Promoter to register the Organisation of the 



<PAGE>   7

      Offices. In the event the Purchaser failing or neglecting to sign the
      necessary papers or not giving the co-operation or assistance required by
      the Promoters, the Promoters shall not be liable for any delay in the
      formation of the society, Association or the company as the case may be
      and if the defaulter neglects or any of the Office Purchaser continues to
      default for a period of 4 months then the Promoters shall be relieved of
      their obligation to form the Society/Association/ Company which shall
      thereafter be formed only by all the Office/Shop Purchasers. No objection
      shall be taken by the Office Purchaser/s if any changes or modifications
      are made in the draft bye-laws of the Memorandum and/or Articles of
      Association, unless it is required by the Registrar of Co-operative
      Societies or the Registrar of the Company the case may be, or any other
      Competent Authority.

15.   Unless prevented by circumstances beyond the control of Confirming Parties
      and the Promoter, it is agreed that within four months of the registration
      of the Association the building together with land below the building
      shall be transferred to the Unit Holders of Association or after
      submitting the said land or any part thereof along with building/s
      constructed or to be constructed thereon under the provision of
      Maharashtra Apartment /Ownership Act, 1970, by the owners and the
      Promoters herein and after payment of all dues if any by the Office
      Purchaser/s to the Promoter, and after the sale of all flats in the scheme
      the Owners and the Promoter herein shall execute necessary deed of
      apartment/conveyance in favour of the Purchaser herein. In the event the
      scheme consisting of multiple buildings the conveyance shall be executed
      within three years of the completion of the last building.

16.   It is hereby agreed that the Promoter has the exclusive right of allotment
      of the different parking spaces or garages or terraces or open spaces or
      right to develop garden in adjoining open spaces to one or more person/s
      of their choice, and such person/s may not be the owners or holders of the
      Offices. The person/s to whom such terraces or parking space/s or garage/s
      or open spaces are allotted shall be admitted as the members of the
      Association. The areas mentioned in Schedule- II shall be the common areas
      and facilities and the Promoter shall be entitled to declare all other
      areas as restricted or reserved areas and facilities and/or alienate and
      dispose of other areas and facilities in such manner as the Promoter
      thinks fit.

17.   Commencing a week after notice in writing is given by the Promoter to the
      Purchaser/s that the Offices are ready for use and occupation, the
      Purchaser/s shall be liable to bear and pay the proportionate share (i.e.
      in proportion to the floor area of the Offices or in lump-sum monthly
      amount) of outgoings in respect of the said land and building/ buildings
      namely local taxes, betterment charges or such other levies imposed by the
      concerned local authority and /or Government, Water charges, Insurance,
      Common lights, repairs, and salaries of clerks , bill collectors,
      chowkidars, sweepers and all other expenses necessary and incidental to
      the Management and maintenance of the said land and building/s. The amount
      of consideration mentioned in this agreement includes maintenance charges
      for 6 months from the date of issue of completion/ occupation certificate
      by PMC. However, due to any reason if the management of the Association of
      the Apartment owners is not handed over by the Promoter/Developer to the
      said Society/Association, then in that event, the Officer Purchaser shall
      pay Rs. 1500/-per month towards management of the premises to the
      Promoter/Developer, till such time the management is handed over to the
      proposed Association by the Promoter/Developer.

18.   The Purchaser/s itself with intention to bring all persons into whatsoever
      hands the said Offices may come, both hereby covenant with the Promoter as
      follows for the said Offices and also for the building in which the
      Offices is situated.

      a)    To maintain the said offices at Purchaser's owns cost any good
            tenantable repair and condition from the date of completion
            certificate and shall not do or cause to be done anything in or to
            the said Offices or building in which the said Offices or the
            building in which the said accommodation is situated, staircase or
            any passages which may be against the rules, regulations or bye laws
            of the concerned local or any other authority or change/alter or
            make addition in or to the said Offices and/or building in which the
            said Offices are situated and the said Offices itself or ant part
            thereof.

      b)    Not to store in/outside the said Offices/building/surrounding area
            any goods which are of hazardous combustible or dangerous nature or
            are too heavy as to cause damage to the construction or structure of
            the building or storing of which goods is objected to by the
            concerned local or other authority and shall not carry or caused to
            be carried heavy packages to upper floors, 


<PAGE>   8

            which may damage or are likely to damage the staircases, common
            passages or any other structure of the building including entrances
            of the building and in case any damage is caused to the building in
            which the said Offices are situated or to the said Offices on
            account of negligence or default of the Purchaser/s in this behalf,
            the Purchaser/s shall be liable for all the consequences of the
            breach.

      c)    To carry at its own cost all internal repairs to the said Offices
            and maintain the said Offices in the same condition, state and order
            in which it was delivered by the Promoter : Provided that for the
            defect liability period such repairs shall be carried out by the
            Purchaser/s with the written consent and the supervision of the
            Promoter and shall not do or cause to be done anything contrary to
            the rules under regulations and bye-laws of the concerned local
            authority or other public authority. And in the event of the
            Purchaser/s committing any act in contravention of the above
            provisions, the Purchaser/s shall be responsible and liable for the
            consequences thereof to the concerned authority and / or other
            public authority.

      d)    Not to demolish or cause to be demolished; and not to make at any
            time or cause to be made any addition or to the said Offices or any
            part thereof, or in or to the building in which said Offices are
            situated and not to make any alteration the elevation outside colour
            scheme of the building and shall keep the portion, sewers, drains,
            pipes and appurtenances thereto in good tenantable repair and
            condition, and in particular, so as to support shelter and protect
            other parts of the buildings and shall not chisel or in any other
            manner cause damage to the columns, beams, walls, slabs or RCC,
            pardis or other structural members in the said Offices without the
            prior written permission of the Promoter till final conveyance.

      e)    Not to do cause to be done any act or thing which may render void or
            voidable any insurance of the said land and the building or any part
            thereof whereby any increase in premium shall become payable in
            respect of the insurance.

      f)    Not to throw dirt, rubbish, rags, garbage, or other refuse or permit
            the same to be thrown form the said Offices in the compound or any
            portion of the said land and the building.

      g)    Pay to the Promoter within seven days on demand from the Promoter,
            its share of security deposit demanded by the concerned local
            authority or the Government for giving water, electricity, or any
            other service connection to the building in which the said Offices
            are situated.

      h)    To bear and pay the local taxes, water charges, insurance and such
            other levies, if any, from the date of completion certificate in
            respect of the said Offices and also any additional increased taxes,
            insurance etc., which are imposed by the concerned local authority
            and / or the Government and / or other public authority on account
            of change of user of the said Offices by the Purchaser/s viz. user
            for any purposes other than for permitted purpose.

      i)    The Purchaser/s shall not let, sub-let, transfer, assign, or part
            within Purchaser/s interest or benefit factor of this agreement or
            part with the possession of the said Offices until all the dues
            payable by the Purchaser/s to the Promoter under this agreement are
            fully paid up and only if the Purchaser/s had not been guilty of
            breach of or non-observance of any of the terms and conditions of
            this agreement.

      j)    The Purchaser/s shall observe and perform all the rules and
            regulations which the Association of Office/Shop Owners may adopt at
            its inception and the additions, alterations or amendments thereof
            that may be made from time to time for protection and maintenance of
            the said building and the Offices/Shops therein and for the
            observance and performance of the Buildings Rules, Regulations and
            Bye-laws for the time being of the concerned local authority and of
            the Government and other public bodies. The Purchaser/s shall also
            observe and perform all the stipulations and conditions laid down by
            the Association of Apartment Owners regarding the occupation and use
            of the Offices in the building and shall pay and contribute
            regularly and 


<PAGE>   9


            punctually towards the taxes, expenses or other outgoings in
            accordance with the terms and conditions of this agreement.

      k)    Till a conveyance of the building in which the said Offices are
            situated is executed, the Office Purchaser/s shall permit the
            Promoter and their surveyors and agents with or without workmen and
            others, at all reasonable times to enter into the upon the said
            Offices and the said land and buildings/s or any part thereof to
            view and examine the state and conditions thereof.

19.   Nothing contained in this agreement is intended to be nor shall be
      construed as a grant, demise or assignment in law of the said Flats or of
      the said Plot and Building or any part thereof. The Purchaser/s shall have
      no claim save and except in respect of the said Offices hereby agreed to
      be sold to it and all open spaces, parking spaces, lobbies, staircases,
      terraces, recreation spaces etc., will remain the property of the Promoter
      until the said land and building/s is / are transferred to the Association
      of Apartment Owners as herein before mentioned.

20.   Any delay tolerated or indulgence shown or omission on the part of the
      Promoter in enforcing the terms of this Agreement or any forbearance in
      giving of time to the Purchaser/s by the Promoter shall not be construed
      as the waiver on the part of the Promoter of any breach or noncompliance
      of any of the terms and conditions of this agreement by the Purchaser/s
      nor shall the same in any manner prejudice the rights of the Promoter.

21.   The Purchaser/s shall present this agreements as well as any other deeds,
      documents etc., which are to be executed by the parties hereto in
      pursuance of these presents at the proper registration office for
      registration within the time limit prescribed by the Registration Act and
      the Promoter after receiving written intimation with a copy of the
      Registration receipt will attend such office and admit execution thereof.

22.   All notices to be served on the Purchaser/s as contemplated by this
      Agreement shall be deemed to have been duly served if sent to the
      Purchaser/s by Under Certificate of Posting at his / her / their
      address/es specified in the title of this Agreement or at the address
      intimated in writing by the Purchaser/s after execution of this agreement.

23.   This agreement shall always be subject to the Provisions of the
      Maharashtra Ownership Flats (Regulation of the promotion of construction,
      sale, management and transfer) Act, 1963 and the Maharashtra Apartment
      Ownership Flats Act, 1970 and the rules made thereunder.

24.   The Promoter has not undertaken any responsibility nor has he agreed
      anything with the Purchaser/s orally or otherwise and there is no implied
      agreement or covenant on the part of the Promoter and the owner/s other
      than the terms and conditions expressly provided under this agreement.

25.   After the Promoter obtaining the completion certificate in respect of the
      said Accommodation the Purchaser/s shall also execute such other documents
      such as Possession, Receipt, Indemnity, Declaration, Undertaking,
      Supplementary agreement, etc. as might be required by the Promoter.

26.   The Purchaser/s herein shall bear and pay stamp duty and registration fees
      and all other incidental charges etc. in respect of this agreement and all
      other agreements deed of apartment of any final conveyance deed which is
      to be executed by the Promoter and Confirming Parties in favour of the
      Purchaser/s herein or Housing Society of Company in which the Purchaser/s
      will be member.

27.   The consideration of the said Offices as agreed between the Promoter and
      the Purchaser herein and also as per the prevailing market rate in the
      subject locality, is true and fair market rate of the said Offices. This
      agreement is executed by the parties hereto under the Maharashtra
      Ownership Flats Act, 1963 and / or Maharashtra Apartment Ownership Act,
      1970, and Offices Purchaser/s is/are/desire/s to pay the stamp duty for
      this transaction as per the Bombay Stamp Act, 1958 Schedule-I,
      Article 25 (d) 


<PAGE>   10


      this transaction attracts stamp duty @ 10% of the consideration amount
      i.e. Rs.24,71,140/- (Rupees twenty four lacs, seventy one thousand, one
      hundred and forty only) and the Purchaser/s herein has paid the said stamp
      duty alongwith appropriate registration fees herewith. The parties hereto
      shall be entitled to get the aforesaid stamp duty adjusted, leviable on
      the conveyance, which is to be executed by the Promoter and the
      Owners/Confirming parties herein favour of the Purchaser.

28.   If at any time, after execution if this agreement, any additional
      tax/duty/ charges/ premium/ cess/surcharge etc. by whatever name called,
      is levied or recovered or becomes payable under any
      statute/rule/regulation notification order/either by the Central or the
      State Govt. or by the local authority or by any revenue or other
      authority, in respect of the said land or the local authority, in respect
      of the said land or the said Accommodation or this Agreement or the
      transaction herein, shall exclusively be paid/borne by the Purchaser/s.

29.   In the event of the condominium being formed and registered before the
      sale and disposal of all the Accommodation in the building, all the
      powers, authorities and rights of the Accommodation Purchaser/s herein
      shall be always subject to the Promoter's over all right to dispose of
      unsold apartment and all other rights thereon. It is specifically agreed
      between the parties hereto that for the unsold premises the Promoter or
      Owner herein shall and will not be liable or required to contribute
      towards the common expenses, or maintenance charges or any amount under
      any head towards the share in the common charges in respect of unsold
      premises. Nor will the Promoter be liable and required to pay any transfer
      charges.

30.   The Promoter herein is constructing building/s on the remaining portions
      of the said land in phases. The Purchaser/s undertake/s that it shall not
      raise any objection on whatsoever ground including expenses in respect of
      the unsold premises. Nor will the Promoter be liable & required to pay any
      transfer nuisance and annoyance or shall not obstruct the construction in
      any manner.

                                   SCHEDULE I

 All that piece and parcel of land bearing Survey No. 210, Hissa No. A,
Situated at Shivajinagar, Pune 411 007, within limits of Pune Municipal
Corporation and within the Registration Sub District Taluka Haveli, District
Pune, admeasuring about 34 R (3400 sq. mtrs. i.e. 36,597 sq. ft.) and bounded
as follows:

On or towards East      :     By Survey No. 209
On or towards South     :     By Ashoknagar Co-op. Hsg. Soc.
On or towards North     :     By Khadki Cantonment
On or towards West      :     By Survey No. 136

                                   SCHEDULE II

a.    COMMON AREAS AND FACILITIES

      1.    Open space of the plot surrounding the building.

      2.    The Terrace on Top of the Building.

      3.    Staircase from ground floor to top of the building alongwith a lift.

      4.    Drainage and drainage disposal system, water lines.

      5.    Common lights, underground and overhead water tank, common pumping
            arrangement, electrical meters, water meters for common connections,
            pump sets, etc.

      6.    Plants and trees existing and planted in the open space of the said
            land.

      7.    Open space and the structure thereon (to be constructed)

      8.    R.C.C. frame structure and foundation.

b.    RESTRICTED AREAS:

      1.    Terrace adjoining individual offices.

      2.    Individual parking space under stilts.



<PAGE>   11

IN WITNESS WHEREOF the parties hereto have here unto set and subscribed their
respective hands and seals on the day, month and the year first hereinabove
written.

I)     SIGNED SEALED AND DELIVERED
       By the within named Proprietor
       M/s. TALWAKAR & TALWALKAR
       through its Proprietor MR. PRAMOD
       SHYAMSUNDER TALWALKAR                /s/ Mr Pramod Shyamsunder Talwalker


II)    SIGNED SEALED AND DELIVERED
       By the with named Purchaser/s
       Veritas Software India Pvt. Ltd.
       Through its Director________________

       ____________________________________

III)   SIGNED SEALED AND DELIVERED
       By the Confirming Parties / Owners/s

       1.  MR. RAJENDRA D. PATHAK                 /s/ Mr. Rajendra D. Pathak

       2.  MS. KAMAL T. NIGHOJKAR                 /s/ Ms. Kamal T. Nighojkar

       3.  MS. BAKUL P. PATHAK                 )
                                               )
       4.  MS. NALINI M. SARAF                 )  /s/ Mr. Dhananjay T. Nighohkar
                                               )
           Through their Constituted Attorney  )
                                               )
            MR. DHANANJAY T. NIGHOJKAR         ) 

       5.   i)   MR. NARHAR V. PANDIT          )
                 For self and as Constituted   )
                 Attorney                      )
                 For                           )  /s/ Mr. Narhar V. Pandit
           ii)   MR. MADHAV N. PANDIT          )

           iii)  MS. MEDHA N. PANDIT              /s/ Mr. Narhar V. Pandit

           iv)   MR. MAHESH N. PANDIT             /s/ Mr. Mahesh N. Pandit

           v)    MS. MADHAVI D. THITE             /s/ Ms. Madhavi D. Thite

IN THE PRESENCE OF:

(1)  Signature  /s/ Mrs. A.V. Padhye
               -----------------------------
     Name      Mrs. A.V. Padhye
               -----------------------------
     Address   Aman Park - 10
               -----------------------------
               134, Dahamukar Colony
               -----------------------------
               Kethrud, Pune 29
               -----------------------------

(2)  Signature /s/ Tushar Shah
               -----------------------------
     Name      Tushar Shah
               -----------------------------           
     Address   C-3 Chaitrabai Residency
               -----------------------------
               Aundh, Pune - 411 007
               -----------------------------