**Exhibit 10.32**

 

**PLUG-IN EQUIPMENT LEASE AGREEMENT**

 

THIS AGREEMENT OF EQUIPMENT LEASE (“**Agreement**”)EXECUTED AT HYDERABAD, on this 22nd day of April, 2004:

 

**BETWEEN**

 

**Mrs. T. Jhansi Reddy W/o Mr. T. DevendarReddy**, Aged about 39 years, R/O, 8-2-269/27/B Road No.2 Banjara Hills, Sagar Society, Hyderabad, hereinafter called the **Owner**, which expression shall, unless tocontext otherwise requires, mean to include her legal heirs, legalrepresentatives and successors-in-interest) of the one part.

 

**AND**

 

**M/s STC Systems Private Limited**,a company incorporated under the Companies Act, 1956, having its Registered office at Hyderabad. Represented by **Mr. Barry Plaga, CFO of SeeBeyond TechnologyCorporation**, hereinafter called the “**Hirer**”, which expression shall, unless the context otherwiserequires, mean to include its successors, assigns and successors-in-interest)of the other part.

 

(the Owner and the Hirer, the “**Parties**”)

 

**WHEREAS:**

 

A.                                   TheHirer, for the purpose of carrying on its proposed computer software developmentbusiness, has entered into arrangements with Mr. T. Devendar Reddy for lease tothe Hirer of the premises owned by him comprising the whole of the buildingbearing No. **8-2-120/77/4B**containingin admeasurement 21642 Sq. Ft.  [built-up/ carpet] area and situate Opposite Chiran Palace, Road No. 2 Banjara Hills,Hyderabad (**“Leased Premises”**) forthe term and on the terms and conditions contained in the Lease Agreement dated22nd day of April, 2004 entered into between the Hirer and Mr. T.Devendar Reddy (“**Lease Agreement**”).

 

B.                                     TheHirer needs the various items of equipment listed in the Schedule hereto(“**Plug-In Equipment**”) to the fitted or installed or set-up on orin or to the Leased Premises for it to carry on its computer softwaredevelopment business and the Owner has agreed to install the Plug-In Equipmentby completing the Fit-Out Work (as defined below).

 

C.                                     The Owner is the absolute owner of thePlug-In Equipment and has offered to make the Plug-In Equipment available induly fitted/installed/set-up and ready to use condition on hire to the Hirerfor a monthly rent of Rs. 389,556/- (Rupees Three Lacs Eighty Nine ThousandFive Hundred and Fifty Six Only) per month, and both the Parties

 

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hereto have agreed to reduce the terms andconditions agreed upon by them in to writing being these presents.

 

**NOW THIS AGREEMENT FOR LEASE WITNESSETH ASFOLLOWS:**

 

1.                                       Inconsideration of the payment by the Hirer of the Rent and on the covenants,conditions and stipulations hereinafter contained, the Owner hereby grants untothe Hirer the Plug-In Equipment in duly fitted/installed/set-up and ready touse condition on lease.  The leasepayments shall commence on a pro-rata basis on handing over possession of eachfloor to the satisfaction of Hirer.  TheGround Floor possession should be handed over to the Hirer within 15 days afterthe signing of the above referenced Premises Lease Agreement (with Mr. T.Devendar Reddy) if all conditions required by Owner herein are satisfied.

 

2.                                       Promptlyfollowing the execution of this Agreement, the Owner will begin theinstallation of the Plug-In Equipment in accordance with the specifications andlayout given by the Hirer (“**Fit-Out Work**”)and will use all reasonable efforts and take all reasonable actions to completethe Fit-Out Work within 60 days following the date hereof.

 

3.                                       Eachof the Parties hereto agrees that the lease of the Plug-In Equipment shallcommence from such date (“**Commencement Date**”)on which each of the following conditions has been satisfied or waived inwriting by the Hirer.

 

(a)                                  The Owner hascompleted the Fit-Out Work and the Hirer has certified in writing to the Ownerthat the Plug-In Equipment is in ready-to-use condition; and

 

(b)                                 The owner of theLeased Premises has completed the works on the Leased Premises as per the termsand conditions of the Lease Agreement to the satisfaction of the Hirer and theLeased Premises are ready to be used for occupation by the Hirer for thepurposes of carrying on its computer software development business.

 

4.                                       The term of thelease of the Plug-In Equipment shall be co-terminus with the term of lease ofthe Leased Premises.

 

5.                                       Fromthe Commencement Date until the termination of this lease, the Hirer shall payto the Owner an amount of Rs. 3,89,556 (Rupees Three Lacs Eighty Nine ThousandFive Hundred and Fifty Six only) per month. The first rental shall be prorated based on the number of days remainingin the calendar month in which the Commencement Date occurs, and shall be paidby the Hirer within five (5) days of the Commencement Date.  The Rent for the period thereafter shall bepaid by the Hirer to the Owner in advance on or before the fifth (5) day ofeach calendar month.  The Hirer shallcomply with the provisions of the Income-tax Act, 1961 as to deduction of taxat source on the amount of the Rent and shall issue certificates of taxdeduction at source to the Owner.

 

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6.                                       TheHirer shall pay to the Owner on the Commencement Date an amount of Rs.46,74,672(Rupees Forty Six Lacs Seventy Four Thousand Six Hundred Seventy Two only) byway of an interest free security deposit (hereinafter referred to as the “**Security Deposit**”).  The Security Deposit shall not be adjustedtowards the Rent and shall be refunded by the Owner to the Hirer forthwith atthe time of the Hirer vacating the Leased Premises after deducting anyoutstanding dues. Lessor agrees to furnish an irrevocable Bank Guarantee forRs.46,74,672 (Rupees Forty Six Lacs Seventy FourThousand Six Hundred Seventy Two only) within ten days of the signing of thelease agreement from a nationally recognized banking institution. Said BankGuarantee shall remain in force until the termination of this Lease Agreementand the Hirer can revoke the Bank Guarantee in case the Security deposit is notlawfully paid by the Owner.

 

4.                                       TheOwner hereby acknowledges the receipt of the Security Deposit paid by the Hirerby way of Check Number           In TheAmount of           .

 

8.                                       TheHirer shall pay all the consumption charges in regard to the Plug-In Equipmentnamely EPABX, Genset, A/c’s, Lift, Vending Machines, and Access Control Systemsperiodically and shall produce proof of the same at the time of vacating theLeased Premises.

 

9.                                       TheOwner shall be responsible to pay all taxes, cesses and charges levied on anddemanded of the Plug-In Equipment, the Fit-Out Work or the lease of Plug-InEquipment by any Governmental authority including but not limited to any leasetax, sales tax on rental income or service tax.

 

10.                                 TheHirer shall abide by and comply with, at its own costs, all the bylaws andrules and conditions of the Municipal corporation of Hyderabad, and all otherorders, directions and notifications issued by the said authorities or by anyother local body or government or authority in so far as they relate to the useor manner of use of the Plug-In Equipment and are specifically required to beobserved by the Hirer.

 

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11.                                 TheHirer shall use the Plug-In Equipment only for the authorized business purposesof itself and of its affiliates, associates or sister concerns and shall ensurethat its use and enjoyment of the Plug-In Equipment will not result incontravention of any law, rule, or regulation.

 

12.                                 TheHirer shall not use or permit to be used the Plug-In Equipment or any partthereof for activities which are prohibited by law.  The Hirer shall observe, abide by and complywith, at its own costs, all the rules, regulations, directions, and ordersissued by any Governmental authorities in respect to the use of the Plug-InEquipment.

 

13.                                 TheParties agree that this Agreement shall not be terminable by the Owner or theHirer during the continuance the Lease Agreement (subject to provision 18herein).  If for any reason other thandue to a breach by the Owner of any of her implied or express representations,warranties, covenants or other obligations or subject to provision 18 the Hirerterminates this Agreement during the currency of the Lease Agreement, the Ownershall be entitled to forfeit the Security Deposit.

 

14.                                 TheOwner undertakes that during the continuance of this Agreement;

 

(a)                                  She will not createor permit to be created any encumbrances over the Plug-In Equipment or createor permit to be created any third party interests;

 

(b)                                 She will not sell ortransfer any of her right, interest or title to the Plug-In Equipment to anyperson other than lease created under this Agreement in favour the Hirer;

 

(c)                                  She will continue tohave good right and full authority to grant the lease to the Hirer;

 

(d)                                 She will permit theHirer, its affiliates, associates and sister concerns to peacefully and quietlyhold, possess and enjoy the Plug-In Equipment without any eviction,interruption, disturbance, claim or demand whatsoever by her or anyone claimingunder or in trust for her;

 

(e)                                  She will pay any andall present and future taxes, rates and other impositions payable in respect ofthe Plug-In Equipment and not to allow the same to fall in arrears;

 

(f)                                    She will not doanything to the Plug-In Equipment which is likely to render the Plug-InEquipment unfit for use by the Hirer or its affiliates, associates and sisterconcerns or which would in any manner whatsoever effect the rights of the Hirerunder this Agreement; and

 

(g)                                 She shall keep thePlug-In Equipment fully insured against all risks at her own cost.

 

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15.                                 TheHirer shall be responsible for the proper maintenance of the Plug-In Equipmentafter the lapse of the warranty period. The Hirer shall arrange for periodical maintenance that is normal and inline with the practice with reference to the items of equipment that comprisethe Plug-In Equipment.  Upon the expiryof the lease, the Owner shall be responsible to recover the Plug-In Equipmentfrom the Leased Premises and shall make her own arrangements in this regardwith the owner of the Leased Premises.

 

16.                                 TheHirer shall repair at its own cost and expense, any damage to the Plug-InEquipment, which does not arise from normal wear and tear, if and to the extentthat such damage is caused by any act or default on the part of the Hirer, itsservants, agents or visitors or by reasons of any breach by the Hirer of anycovenants herein contained.

 

17.                                 TheHirer shall permit the Owner and her duly authorized agents with or without theworkmen and others at all reasonable times of the day with three (3) days priornotice to view the state or condition of the Plug-In Equipment and to do anyrepairs to the Plug-In Equipment.

 

18.                                 TheHirer is entitled and permitted to assign, alienate underlet or sublet thePlug-In Equipment or any part thereof or part with possession of the Plug-InEquipment.  The Hirer shall not createany charge, mortgage, lien or otherwise deal with the Plug-In Equipment or anypart thereof to anybody whatsoever. Additionally the Hirer shall be entitled to allow its affiliates, sisterconcerns or associates to use the Plug-In Equipment with a prior intimation tothe Owner.

 

19.                                 TheOwner hereby confirms that (a) she is the sole legal and beneficial owner ofthe Plug-In Equipment; (b) the Plug-In Equipment is free from any encumbrancesor third party interests; (c) she has power and authority to enter into thisAgreement; (d) the Plug-In Equipment can be used for the business activities ofthe Hirer; and (e) there are no orders of court, pending litigation etc.,restraining her from entering into the said Agreement.

 

20.                                 TheOwner shall keep the Hirer indemnified against all expenses, costs, claims,damage and costs and loss arising form any breach of any of the Owner’srepresentations, warranties or undertakings in this Agreement or her failure toperform any of her obligations under this Agreement, or any act or omission ofthe Owner, or her workers, contractors or agents or any other person with theactual or implied authority of the Owner.

 

21.                                 Anynotice or other communication given under or pursuant to this Agreement(“Communication”) shall be in writing and in the English language and shall bemade or delivered to the appropriate addresses and facsimile numbers set forthbelow (or as otherwise notified by that Party hereunder):

 

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**Owner:**

 

Mrs. T. Jhansi Reddy,

8-2-269/27/B

Sagar Society,

Road No. 2, Banjara Hills,

Hyderabad

 

**Hirer:**

 

STC Systems Private Limited

 

 

Attention: India Company manager

 

Additionally all communication must be copied to SeeBeyond Technologyin the United States to the attention of the General Counsel and the ChiefFinancial Officer.

 

Any Communication may be delivered personally or by prepaid post, orfacsimile transmission and shall be deemed to have been served (i) if bypersonal delivery, at the time of delivery; (ii) if by private courier, withinthree (3) days after sending to an address in India, and within seven (7) daysafter sending to an address outside India; and (iii) if by facsimiletransmission, at the time of transmission if successful transmission isconfirmed by a transmission report generated by the sender’s machine.

 

22.                                 Neitherthis lease nor any part thereof is to be construed as creating a jointenterprise, a partnership or any other relationship between the Parties exceptthat of lessor and lessee.

 

23.                                 ThisAgreement will be governed by Indian Law. Any dispute between the parties with regard to this Agreement or thesubject matter thereof, including existence and validity of the Agreement shallbe settled through arbitration by arbitration tribunal comprising threearbitrators. Each Party will be entitled to nominate one arbitrator and the twoarbitrators so appointed shall choose the third arbitrator.  The place of arbitration shall be Hyderabadand the proceedings of the arbitration shall be conducted in English inaccordance with the Arbitration & Conciliations Act 1996.  The Proceedings shall be conducted inEnglish.  The Arbitration award is finaland binding on both the Parties.

 

24.                                 TheParties agree that the terms contained herein shall not be modified unlessmutually agreed to in writing between the Parties.

 

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**SCHEDULE**

**Description of the Plug-In Equipment**

 
| 1      |   | Air Conditioners                     |   | BlueStar / Carrier / L.G /  equivalent                            |   |
|--------|--------|--------------------------------------|--------|-------------------------------------------------------------------|--------|
|   |   |                                 |   |                                                              |   |
| 2      |   | Fire Extinguishers                   |   | Cease Fire / equivalent                                           |   |
|   |   |                                 |   |                                                              |   |
| 3      |   | Modular Furniture System             |   | N.R. [ILLEGIBLE] / Blowplast /  Godrej / Featherlite / equivalent |   |
|   |   |                                 |   |                                                              |   |
| 4      |   | EPBAX                                |   | NEC / Avaya / Alcatel / Matrix  / equivalent.                     |   |
|   |   |                                 |   |                                                              |   |
| 5      |   | Public Address System                |   | Philips / Ahuja / equivalent.                                     |   |
|   |   |                                 |   |                                                              |   |
| 6      |   | Access Control system                |   | Eureka Forbes / godrej / Zicom  / equivalent.                     |   |
|   |   |                                 |   |                                                              |   |
| 7      |   | Microwave Oven                       |   | L.G / Samsung / equivalent.                                       |   |
|   |   |                                 |   |                                                              |   |
| 8      |   | Water Purifier                       |   | Eureka Forbes / Ion exchange /  Moniba.                           |   |
|   |   |                                 |   |                                                              |   |
| 9      |   | Water Dispenser                      |   | Blue star / Voltas /  equivalent.                                 |   |
|   |   |                                 |   |                                                              |   |
| 10     |   | Refrigerator                         |   | Godrej / L.G / Samsung /  Whirlpool / equivalent.                 |   |
|   |   |                                 |   |                                                              |   |
| 11     |   | Vending machine for tea and  coffee. |   | Hindustan Lever / Nestle                                          |   |
|   |   |                                 |   |                                                              |   |
| 12     |   | D.G. Set                             |   | Kirloskar / Gummins /  equivalent                                 |   |
|   |   |                                 |   |                                                              |   |
| 13     |   | Chairs                               |   | Eurotech /Polo / Godrej /  Featherlite / equivalent               |   |

 

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**IN WITNESS WHEREOF THE PARTIES HERETO HAVESIGNED AND EXECUTED THESE PRESENTS ON THE DAY,  MONTH AND YEAR HEREIN ABOVE WRITTEN.**

 

 
| **(OWNER)**         | **(HIRER)**      |
|---------------------|------------------|
| ** **          | ** **       |
| /s/ T. Jhansi Reddy |             | /s/ James E. Thomson |
|                |             |   |
|                |             |   |
| **WITNESSES:**      | ** **       |   |
| ** **          | ** **       |   |
| **1.**              | /s/ Sunil Bajpai |   | **2.** | /s/ Kim Rysell |
| ** **          | (SUNIL BAJPAI)   |   | ** ** |   |

 

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