AGREEMENT TO LEASE
                               ------------------


This Agreement to Lease together with its annexure (hereafter referred to as the
'AGREEMENT')  is  made  in  Delhi  on  this  1st   day  of  October   2002.


BETWEEN


UNITECH  LIMITED,  a Company incorporated under the provisions of Companies Act,
1956  and  having  its  registered  office  at Building no. 6, Community Centre,
Saket,  New  Delhi-  110  017 and regional office at Unit no. 101, Ground Floor,
Signature  Towers,  South City-I, Gurgaon-122 001, Haryana (hereinafter referred
to as the 'LESSOR' which expression shall, unless it be repugnant to the context
or  meaning  thereof,  be  deemed  to  include its administrators, executors and
successors) acting through its Authorized signatories Mr. Sanjay Chandra and Mr.
Raman  Sharma  duly  authorized  vide  resolution  dated  29th  August  2002.

AND

PERFEXA  SOLUTION  PVT  LTD.  a  Company  incorporated  under  the  provision of
Companies  Act,  1956 and  having its registered office at 2nd Floor, 545 Chirag
Delhi,  New  Delhi  -  110  017  (hereinafter  referred  to  as  'LESSEE', which
expression  shall, unless it be repugnant to the context or meaning thereof,  be
deemed  to  include  its  administrators, executors, and successors) through its
authorised  signatory  Mr.  Teg  S. Sandhu authorized vide resolution dated 28th
September  2002.

The  LESSOR  and  the  LESSEE  are  hereinafter  collectively referred to as the
'PARTIES'

WHEREAS  the  Lessor  has developed on a plot of land admeasuring 2.696 acres in
South  City-I,  Gurgaon,  Haryana-122001  a Commercial Complex with a twin level
basement  car parking called 'UNITECH BUSINESS PARK' (hereinafter referred to as
the  'COMPLEX') in accordance with approved building plans for commercial use by
the  Director, Town and Country Planning, Government of Haryana, Chandigarh vide
Letter  no.  11804  dated  03/08/2002.

AND WHEREAS the twin level basement car parking is having an approximate area of
1,38,015  sq.  ft.

AND  WHEREAS  the  Lessor  has obtained completion certificate vide letter dated
11th  June  2002  from  the  Director,  Town  and  Country Planning, Chandigarh.

AND WHEREAS the Lessor  has represented and warranted the Lessee that it has the
power and authority to lease office space on 1st floor in Tower A of the Complex
bearing  Unit  Nos.  101  to  108  admeasuring  total  area  of  15,422  sq.ft.
(hereinafter  referred  to  as  the 'PREMISES') and also to enter into lease and
perform  and  execute  this  Agreement.

AND  WHEREAS the Lessee has represented and warranted the Lessor that it has the
power  and authority to enter into lease and perform and execute this Agreement.

AND  WHEREAS the Parties  have accepted the proposal of leasing out the Premises
by  the  Lessor  to  the  Lessee  together  with  the  right to use 15 car parks
allocated  in the lower / upper basement of the Complex for a period of 3 years.

AND  WHEREAS  the  Parties  have  further  agreed  that  the  rent of the Leased
Premises shall commence after three months from the date of executing this Lease
Agreement  i.e.  01/01/2003.

AND  WHEREAS  in pursuance hereof the Parties agree to execute this Agreement in
accordance  with  the  terms  and  conditions  mentioned  hereinafter.


NOW  THEREFORE,  THIS  AGREEMENT  WITNESSETH  AS  UNDER:

                                    ARTICLE 1
                                      LEASE

1.1     The  Lessor  hereby  agrees to lease to the Lessee and the Lessee hereby
agrees  to  take  on  lease  from  the  Lessor, subject to the mutual rights and
obligations  as  contained  in  the  Agreement,  the  Premises  in  the Complex.

1.2     The Lessor further agrees to allot and give the right to use car-parking
space  for 15 cars earmarked in the basement. The Lessor also agrees to give the
rights  to use the common areas in the Complex along with other occupants of the
Complex.


                                    ARTICLE 2
                              TERM OF THE AGREEMENT

2.1     The  Agreement  shall  commence  from  the  date  of  execution  of this
Agreement, however, the rent shall commence 3 (three) months after the execution
of  this  Agreement, which shall continue to be in force and binding between the
Parties  for  a  period of  3 (three) years (hereafter referred to as the 'LEASE
PERIOD').  However,  the  Lessee  shall  have  the option to execute fresh lease
agreement  to  renew  the period of lease for a further two terms of three years
each.

It  is agreed between the Parties that the Lease Period shall be regarded as the
lock-in-period,  wherein  the lease cannot be terminated by the Lessee. However,
If  the  Lessee  surrenders  the Premises before the expiry of Lease Period, the
Lessee  shall  be  liable to pay the rental for the  balance lock-in period of 3
(three)  years  at  the  time  of  such  surrender  or  termination.

                                    ARTICLE 3
                                RENT AND SECURITY

3.1     In  consideration  of the Lessor agreeing to lease out to the Lessee the
Premises,  the  Lessee  shall pay the Lessor the rent @ Rs. 34/- per sq. ft. per
month  for  Lease  Period  in respect of the Premises from 01.01.2003 which is 3
months  after  the  execution  of  this  Agreement.

3.2     In  the  event  the  Lessee  exercises  its option to extend lease for a
further period of three years, the new lease agreement shall be executed between
the  Parties on same terms and conditions except that there shall be increase in
the  rent  by  20% (twenty percent) over the rent of the last term. However, the
lessee  shall  give  Lessor  three  months  notice  of  such  extension.

3.3     The  rent  and the other charges in respect of the Premises as specified
in  this  Agreement shall be paid monthly in advance by the 7th of each calendar
month  in  respect of which the rent is due. Any delay in payment of rent by the
due  date  shall  attract  levy  of interest @ 18% p.a. for the period of delay,
which  shall  be  payable  by  the  Lessee  to  the  Lessor.

3.4     In addition to monthly rent payable by the Lessee in accordance with the
aforesaid  clauses,  the  Lessee shall also pay a sum of Rs. 15,73,044/- (Rupees
fifteen  lacs  seventy  three thousand and forty four only) towards an  interest
free  security  deposit  equivalent to 3 month's rentals. A sum of Rs.5,24,348/-
(Rupees  five  lacs twenty four thousand three hundred and forty eight only) out
of  this  security  deposit amount has  already been paid at the time of signing
the  Letter  of  Intent  and  the  balance  amount of  security deposit shall be
payable  at  the  time  of  signing  of  this  Agreement.

3.5     In  the event of increase in the rent of the Premises upon the execution
of  fresh  lease,  the  security  deposit  shall  automatically  stand increased
equivalent  to  three  months  rental  of  the  corresponding  term  .


3.6     Upon  termination  of  this Agreement in accordance herewith, the Lessor
shall  refund  the  interest  free  security  deposit  only  upon  the  Lessee
surrendering  the  peaceful,  vacant and physical possession of the Premises. In
the  event  the  Lessee extends its stay in the  Premises beyond the term of the
Lease  Period  without  executing  a  fresh lease. the Lessee shall be liable to
(compensate  the Lessor) for the period of such extended stay in the Premises at
the  rent  on  prevailing market rate in the area, without prejudice to Lessor's
right  available  in  Article  15  .

3.7     The  rent  payable  by the Lessee to the Lessor shall also be subject to
statutory  taxes  /  deductions  as  applicable  at the time of making payments.

3.8     If  the  Lessee  vacates the Premises upon termination or expiry of this
Agreement  after  serving  3  months  notice, and the Lessor fails to refund the
security deposit to the Lessee provided that there are no arrears of rent or any
other  amount  over  due  under  this  Agreement, simultaneously with the Lessee
handing  over  the  vacant  possession of the Premises to the Lessor, the Lessor
shall, on the unpaid deposit left after adjustment of arrears if any, pay to the
Lessee  an  interest  @ 18% per annum from the date on which the deposit becomes
due  for  repayment  till  the  date  of  repayment  of  the  deposit.

                                    ARTICLE 4
                                   MAINTENANCE

The  Lessee  hereby  agrees  that  it shall simultaneously enter into a separate
Maintenance  Agreement  with  the  maintenance agency for the maintenance of the
Premises  and  the  Common  Areas of the Complex. The said Maintenance Agreement
shall  form part of the Agreement and the Lessee hereby undertakes to abide with
all  the  terms  and  conditions  stipulated  therein.

                                    ARTICLE 5
                               TITLE AND OWNERSHIP

5.1     Save  as  otherwise  provided  in  this  Agreement,  no  right, title or
interest  in  the Premises shall pass to the Lessee by virtue of these presents.

5.2     The  Lessee  also  agrees  and  undertakes  not  to  assign or sublet or
otherwise  encumber  or  suffer a lien the Premises without the prior consent of
the  Lessor  in  writing.

5.3     Conditioned  upon  the  Lessee's  compliance with and fulfillment of the
terms  and conditions of this Agreement, the Lessee shall have the right to have
exclusive  peaceful  possession  of  the  Premises  for  the  full  term  of the
Agreement.



                                    ARTICLE 6
                  REPRESENTATION AND OBLIGATIONS OF THE LESSOR

6.1     The  Lessor represents to the Lessee that it has authority to enter into
this  Agreement  and  to  carry  out  the  transaction  contemplated  hereby.

6.2     The  Lessor  represents  to  the  Lessee  that  it  has taken all action
required  to  be  taken by them for the execution and delivery of this Agreement
and  the  consummation  of  the  transaction  contemplated  hereby, and no other
proceedings  on  the  part  of  the  Lessor  will be necessary to consummate the
transaction  contemplated  hereby.  This Agreement is a legal, valid and binding
agreement  of  Lessor,  enforceable  in  accordance  with  its  terms.




                                    ARTICLE 7
                    REPRESENTATIONS AND OBLIGATIONS OF LESSEE

7.1     The Lessee as agreed aforesaid under sub-clause 3.1 shall pay the Lessor
the  rent and all other sums payable under this Agreement not later than the 7th
day  of  the  month  in  advance.  In the event of any delay the Lessee shall be
liable  to  pay  interest  @18%  per annum on all amounts due and payable by the
Lessee  under  this  Agreement.

7.2     That  it  is  agreed  between the Parties that the Lessee shall bear and
discharge  all  tax  incidence  imposed  by  any  Government / Municipal / Local
Authorities  relating  to  the  Premises,  in excess of 10% (ten) of the rent as
mentioned  hereinabove,  on  pro-rata  basis  i.e.  on  the super area leased to
lessee.

7.3     To  pay  by  the  due  date  meter  hire charges, electricity charges as
recorded  in  the  meter  and  water charges. In the event of there being common
meter  for common services, the Lessee shall jointly with other occupants of the
Complex  shall pay within 7(seven) days from the date of the bill to the Lessors
the  proportionate cost of water and electricity charges calculated on the super
built-up  area  of  the  Premises.

7.4     To  carry  out  day-to  day  maintenance of the Premises occupied by the
lessee  at  its  own  cost.

7.5     The insurance of the interior of the Premises shall be of the Lessee and
the  Lessor  shall  not  in  any case be liable for any damage or loss occurred.

7.6     To  use  the  Premises  for  office purposes only and not to carry on or
permit  to  be  carried on in the Premises or in any part thereof any activities
which shall be or are likely to be unlawful, obnoxious or of nuisance, annoyance
or  disturbance  to  other  tenants/  occupants  in  the  Complex.

7.7     It  is  agreed by the Lessee not to keep or store any goods of hazardous
or  combustible  nature  or  otherwise  so  as to affect the construction or the
structure  of  the  Complex.

7.8     To  display  name  and  address  of  its office only at such place(s) as
agreed  in  Clause 10.4 of this  agreement and not to do any act in this respect
which  is  contrary  to  the  terms  and condition of the maintenance agreement.

7.9     The  Premises  shall  be  used  only  by  the Lessee for its own office,
associates,  subsidiaries,  group  companies  and  affiliates  and  the  Lessee
undertakes  that  it shall not assign, transfer, mortgage, sublet or grant leave
and  license  or  transfer  or  part  with  or  share  possession  in any manner
whatsoever,  of  any  portion of the Premises, and further undertakes to produce
relevant  documents  to  substantiate  the  group  companies,  subsidiaries etc.

7.10     The  Lessee  shall  not make any structural additions or alterations in
the  Premises  unless  specifically allowed by the Lessor, and if any structural
addition  or  alteration are permitted then the Lessee shall make sure that upon
vacating the premises, the Lessee shall remove all such fittings and alterations
and  restore  the  Premises in its original condition except reasonable wear and
tear.

7.11     The  Lessee  shall  carry  out  at  its own cost but without in any way
damaging  the main structure of the Premises, the interiors, internal partitions
and  other internal alterations and additions which are not visible from outside
as  may  be  necessary for the business of the Lessee and shall keep the Lessor,
its  representatives,  officer  and  other  visitors  indemnified  for  any loss
occasioned  due  to  carrying  out  the  interiors.

                                    ARTICLE 8
                                    INDEMNITY

8.1.     By  Lessor

From  the  date  of the Agreement, the Lessor, shall indemnify and hold harmless
Lessee  from  and  against  any liabilities, claims, demands, judgments, losses,
costs,  damages or expenses whatsoever (collectively, "Damages") that Lessee may
sustain,  suffer  or  incur  and  that  result  from,  arise out of or relate to

(a)     any  breach  of  any  of  the respective representations, warranties and
obligations  of  the  Lessor  contained  in  this  Agreement,  and

(b)     any  liability  of Lessor involving taxes due and payable by, or imposed
on  the  Premises  with  respect  to  the Lessor for any and all taxable periods
ending on or prior to the date of this Agreement, whether or not such taxes have
been  due  and  payable.

8.2.     By  Lessee

     The  Lessee  acknowledges that the Lessor shall not be liable to the Lessee
for  any  special,  consequential or indirect loss arising out of this Agreement
and  undertakes  to  indemnify  the  Lessor  for  any  loss.  The Lessee further
indemnifies the Lessor, of the arrears of rent and any other sum due and payable
by  the  Lessee  exceed  the  amount  deposited  as  the  security.

                                    ARTICLE 9
                                   INSPECTION

The  Lessor  or  its designated representative shall have the right from time to
time  during  the  normal business hours on any working day with prior notice in
writing  to  the Lessee to enter upon the Premises for the purpose of inspecting
the  service  and  maintenance  in  the  Premises.


                                   ARTICLE 10
                                     GENERAL
10.1  STAMP  DUTY

The  Agreement  for  the Premises shall be registered, the charges pertaining to
the  stamp  duty  shall  be  borne  by  the  Lessor.

10.2  FORCE  MAJURE

The  Lessors  shall  not be held responsible for any consequences or liabilities
under  this Agreement by reason of restrictive Governmental Laws or Regulations,
riots,  insurrection,  terrorist  action, natural calamity, and acts of God etc.
Subject  to  what  is  stated hereinafter in this Clause, the term of this lease
shall  automatically  stand  extended  during  the  operation,  occurrence  or
continuance  of  Force  Majeure  circumstance(s).  That  if, on account of Force
Majure  as  aforementioned  the  Lessee  is  unable to use or enjoy the Premises
herein  demised  for  a continuous period of 90 days, then the Lessee may in its
sole  discretion  terminate  or continue with this lease. However, the financial
constraint  of  Lessee  shall  not  be  a  cause  of  Force  Majeure.

10.3     ENTIRE  AGREEMENT
This  Agreement constitutes the entire agreement between the Parties and revokes
and  supersedes  all previous agreements between the Parties, if any, concerning
the  matters  covered  herein  whether  written  oral  or implied. The terms and
condition  of  this Agreement shall not be changed or modified except by written
amendments  duly  agreed  between  the  Parties.

10.4   SIGNAGE

     Lessee  hereby  agrees  that  it  will  not  put up any name or sign board,
publicity  or  advertisement  material on the external fa ade of the Premises or
anywhere  in  the  common  areas  without the prior permission of the Lessor and
nominated  maintenance  agency  of  Lessor.

10.5   ASSIGNMENT

The  Lessor  shall  have  the  right to sell or transfer the Premises during the
period  of  lease to any third party. However, that the Lessor shall ensure that
the  third party shall be bound by and adhere to the terms and conditions of the
Agreement for uninterrupted and peaceful enjoyment of the Premises by the Lessee
for  the  period  of  Lease.

10.6   PRE-EMPTIVE  RIGHT

The  Lessee  shall  have the Pre-emptive Right to take on lease the 2nd Floor of
the  Premises  before  the  Lessor  leases the Premises to any third party.  The
Lessor  shall  however,  intimate  the Lessee for its concurrence on such lease.

                                   ARTICLE 11
                                   TERMINATION

11.1       The  Lessor  may  terminate  this  Agreement  if any of the following
occurs:

11.1.1    Upon  happening of Events of Default as set out in clause 11.2 of this
Agreement.

11.1.2    Upon  Lessee committing any breach of the terms and conditions of this
Agreement.

11.1.3        Upon  happening  of  an  event  which indicates that the Lessee is
unable  or             may  in the future be unable to pay its debts as and when
they  fall  due.

11.1.4   The  execution  or  performance of this Agreement, by the Lessor or the
Lessee,      in  the  opinion  of the Lessor is contrary to applicable law or is
otherwise  prevented  due  to a reason beyond either party's reasonable control.

11.2  EVENTS  OF  DEFAULT:

An  event  of  default  by  Lessee  shall  occur  hereunder  if:

11.2.1 The Lessee fails to pay any of the lease rentals or part thereof or other
payment  required  hereunder when due and such failure continues for a period of
30  days  after  written  notice  is  sent  to  the  Lessee.

11.2.2 The Lessee fails to pay any of the maintenance charges or part thereof or
other  payment required in the maintenance agreement when due. It is also agreed
between  the  Parties  that  termination  of  the maintenance agreement shall be
simultaneous  and  in  accordance  with terms and conditions stipulated therein.

11.2.3  The  Lessee  omits  to  perform, observe any covenant or condition to be
observed and performed in this Agreement and shall continue to do so or does not
rectifies  the  breach  within thirty (30) days after written notice received in
respect  thereof.

11.2.4  The  Lessee  attempts  to transfer or part with possession or sublets or
encumbers  or  creates  any  lien  or  endangers  the  Premises.

11.2.5  The Lessee commits an act of bankruptcy or becomes insolvent or bankrupt
or  makes  an  assignment  for  the  benefit  of  creditors.

11.3    REMEDIES

Upon  the  occurrence  of  any  Event  of Default and at any time thereafter, in
addition  to  the  right available to the Lessor in the Agreement here in above,
the  Lessor  shall declare all sums due and to become due hereunder for the full
term of the lease, immediately due and payable by the Lessee and upon the Lessee
failing to make the said payment within 15 days thereof, Lessor may, at its sole
discretion  do  the  following:

11.3.1  The  Lessor may forthwith re-enter upon the Premises or any part thereof
and  this  Agreement  shall thereupon stand determined but without  prejudice to
any claim which the Lessor may have against the Lessee in respect of any breach,
non-  performance  or  non-  observance  of  the  covenants or conditions herein
contained  and;

11.3.2  The  Lessor  may  adjust  all  moneys deposited by the Lessee under this
Agreement  against  all  sums  due  to  the Lessor including Security Deposit as
damages,  etc. However, if the arrears of rent and any other sum due and payable
by the Lessee exceed the amount deposited as security, then the Lessee shall pay
/  indemnify  the  Lessor  in  accordance  with  the  term  of  this  Agreement.

11.4  The  Lessee  can terminate / surrender the Premises at any time during the
Lease Period after giving three months notice along with the payment of rent for
the  balance  lock-in  period.



                                   ARTICLE 12
                                      COSTS

The  Lessee  shall  be  liable  for  all  legal fee, in any,  and other cost and
expenses resulting from the foregoing defaults of the Lessee as mentioned in the
clause  11  .2  above.

                                   ARTICLE 13
                                     WAIVER

Any  expressed  or  implied  waiver  by  the  Lessor  of  any  default shall not
constitute a waiver of any other default by the Lessee or a waiver of any of the
Lessor's  right.  All  original  rights  and  powers  of  the  Lessor under this
Agreement  will  remain in full force, notwithstanding any neglects, forbearance
or  delay  in the enforcement thereof by the Lessor, and the Lessor shall not be
deemed  to  have  waived  any  of  the  Lessor's rights or any provision of this
Agreement  or  any  notice  given  hereunder  unless  such waiver be provided in
writing  by  Lessor  and any waiver by the Lessor of any breach by the Lessee of
the Agreement shall not be deemed a waiver of any continuing or recurring breach
by  the  Lessee  of  the  Agreement.

                                   ARTICLE 14
                         APPLICABLE LAW AND JURISDICTION

14.1  This  Agreement  shall  be  construed  and the legal relations between the
Parties  hereto shall be determined and governed according to the laws of India.

14.2  That the  Civil  Courts  at  Gurgaon  and  Punjab  & Haryana High Court at
Chandigarh  alone  shall  have jurisdiction in all matters arising out of and/or
concerning  this  Agreement.

                                   ARTICLE 15
                                   ARBITRATION

15.1    All  disputes,  difference or disagreement arising out of, in connection
with  or  in  relation to this Agreement shall be mutually discussed and settled
between  the  Parties.

15.2    All  disputes,  difference or disagreement arising out of, in connection
with  or  in relation to this Agreement, which cannot be amicably settled, shall
be  finally  decided by arbitration to be held in accordance with the provisions
of  the  Arbitration  and  Conciliation  Act,  1996.  Any  arbitration  pursuant
hereunder  shall  be  a  domestic  arbitration  under  the  Applicable  Law.

15.3  The  venue  of  arbitration shall be Gurgaon or such other place as may be
mutually  agreed  between  the  Parties and the language of arbitration shall be
English.


15.4  The  arbitration  shall  take  place  before  two  arbitrators,  one to be
appointed by each Party within thirty days of the invocation of the arbitration.
If  the  arbitrators  appointed by each Party  fail to arrive at a common award,
the  arbitrators shall appoint an umpire. The award shall be rendered in English
Language.


                                   ARTICLE 16
                              NO PARTNERSHIP/AGENCY

Nothing  in this Agreement shall be construed as creating a partnership or joint
venture between the Lessee and the Lessor. Neither party will be deemed to be an
agent  of  the  other  party  as  a  result  of any act under or related to this
Agreement,  and will not in any way pledge the other Party's credit or incur any
obligation  on  behalf  of  the  other  Party.

                                   ARTICLE 17
                                     NOTICE

Any  notice  to be served on either of the Parties by the other shall be sent by
prepaid  recorded  delivery or registered post or by fax at the address shown at
recital  of  the  Agreement  and  shall  be  deemed to have been received by the
addressee within 72 hours of posting or 24 hours if sent by fax or by electronic
mail.

IN  WITNESS  WHEREOF,  THE PARTIES HERETO HAVE SET THEIR HANDS AND SEAL TO THESE
PRESENTS  ON  THE  DAY,  MONTH & YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE
FOLLOWING  WITNESSES  :


SIGNED,  SEALED  &  DELIVERED

UNITECH  LIMITED


AUTHORISED  SIGNATORY


PERFEXA  SOLUTION  PVT  LTD

/s/  Teg  Sandhu

AUTHORISED  SIGNATORY


Witnesses  :