Exhibit 10.35



 


Exhibit 10.35





[RUPEE GRAPHIC]




AGREEMENT



This Agreement entered into at Chennai this 13th day
of January 2003 between M/s Elnet Technologies Ltd, a company
incorporated under provisions of the Companies Act, its sole and
main objects of letting out space with high tech infrastructural
facilities for software developers, having its registered office
at TS 140, Block 2 & 9, Elnet Software City, CPT
Road, Taramani, Chennai-113 and hereinafter referred to as the
First Party.



AND



M/s At Road Software India Pvt Ltd, a Company incorporated under
Provisions of the Companies Act, having its registered office at
Elnet Software City, IV floor, TS 140,
Block 2 & 9, CPT Road, Taramani, Chennai-113
hereinafter referred to as Second Party. The terms First Party
and Second Party, wherever it occurs, the term shall mean and
include its successors in office and assigns WITNESSETH AS
FOLLOWS:-



WHEREAS the First Party is the owner of ELNET SOFTWARE CITY, at
Taramani.



WHEREAS the Second Party approached the First Party and offered
to take the facilities relating to one Module consisting of
4100 sq.ft.



WHEREAS the duration of the agreement has been agreed for
3 years from 17th November, 2002.


For Elnet Technologies Ltd.



/s/ K. Appusamy

K. Appusamy

C.E.O.




		
	 	
    For At Road Software India Private Limited






/s/ Krish Panu

Director







 


WHEREAS the First Party have agreed to commence the
service of the facilities by providing the required space.


WHEREAS after due negotiations, the First Party and
the Second Party have agreed to the following terms and conditions.



				
	 	1.	 	The First party hereby agrees to grant
permission for the use of 4100 sq.ft. at Rs.50/- per sq.ft
per month as compensation in the IV floor of Software Block situated
at Elnet Software City at Taramani with the following high tech
infrastructural facilities. Uninterrupted power supply (UPS) Air
Conditioning Adequate Diesel Generator backup Water Supply
Maintenance of common area Security arrangements for the Software
City.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	


	 	2.	 	The First Party agreed to rectify any disruption
of uninterrupted power supply except disruption due to natural
calamities and force majure.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	


	 	3.	 	The Second Party is entitled to use the high
tech infrastructure to carry on software development and any other
connected activities.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	


	 	4.	 	The Second Party shall compensate the First
Party during the first year of this agreement with an amount of
Rs.2,05,000/- per month at a rate of Rs.50/- per sq.ft,
for the module of 4100 sq.ft. and the said sum of
Rs.2,05,000/- shall be paid by the Second Party to the First
Party before 5th of every succeeding English Calendar
month. In case of default of compensation of the due dates, 1.5% p.m.
on the outstanding arrears shall be compensated by Second Party till
the date of clearing the arrears in full.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	


	 	5.	 	Apart from the compensation payable, the
electricity charges for the energy received from TNEB and generator
set shall be compensated by the Second Party for the actual
consumption before 30th of every month (which is at
present at Rs.7/- per unit and Rs.10.75 per unit respectively for TNEB
supply and generated power supply. These rates are revisable in
accordance with the revision of rates by the States Electricity Board
and on account of changes in generating costs.)
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	 	6.	 	In addition to the compensation and electricity
charges as shown in para 4 and 5 above, the Second Party shall also
pay their share of common utility charges (such as common area
lightings, maintenance of elevators, etc.) every month on receipt of
bills from the First Party.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	


	 	7.	 	The deposit of Rs.10,25,000/- (5 months
compensation) is to be paid by the Second Party to the First Party as
interest free deposit. The deposit is refundable on termination of
this indenture, after adjusting arrears of electricity charges,
compensation and any other dues.
	 
	 	 	 	For Elnet Technologies Ltd.



/s/ K. Appusamy

K. Appusamy

C.E.O.






For At Road Software India Private
Limited


/s/ Krish Panu

Director






 

 	 	 	 
	8.	 	The Second Party shall not be entitled to assign the benefit
of the facilities in the said premises either in whole or in part to
any other party.
	 
	9.	 	The Second Party shall use the facilities for the purpose of
its business as aforesaid and shall not store in the area any
combustible or inflammable or dangerous materials and shall not carry
on any business of illegal nature in the premises.
	 
	10.	 	The First Party and the Second Party have agreed that the rate
applicable for leasing of the module would be 50/- per sq. ft during
first three year of this agreement/occupation and further the Second
Party have agreed that the First Party reserve the option to review
the rate at the end of third year from the date of
agreement/occupation to apply an escalation on mutually agreed terms
depending on the industry status prevalent at that point of time.
	 
	11.	 	The Second Party will bear the cost for breakage/ damage
other than those relating to normal wear and tear during the period
of lease.
	 
	12.	 	Any amendment incorporating changes, if any, from time to time
shall be given effect on mutual consent.
	 
	13.	 	If either Party breaches the agreement, the other party shall
give notice and a right of 10 days to cure the breach, after which
the agreement will terminate if the breach is not cured within the 10
day period.
	 
	14.	 	The Second Party has the liberty to terminate this agreement by
giving 3 months notice and on termination of the agreement all
facilities provided by the first party shall be withdrawn. The First
Party has the liberty to terminate this agreement by giving 3 months
notice. However, in case of continuous default in payment for a
period of 3 months or more by the Second Party, the First Party
reserves the right to terminate this agreement by giving a shorter
notice of one month. The First Party will intimate to the Second
Party in writing, the reasons for termination of the agreement with
short period, which has the option of disputing in the Court of Law,
subject to Chennai jurisdiction, by the Second Party.
	 
	15.	 	The First Party and Second Party hereby agree that all costs
and expenses incidental to the preparation, execution, registration
of this deed shall be payable by the Second Party. Other than the
taxes and levies in respective of Software City, all other taxes and
levies in respect of the business carried on by the Second Party will
be borne wholly by the Second Party.
	 
	16.	 	The Second Party would arrange insurance cover and fire
protection for the equipments placed by them on its own.
	 
	 	 	For Elnet Technologies Ltd.



/s/ K. Appusamy

K. Appusamy

C.E.O.




For At Road Software India Private
Limited


/s/ Krish Panu

Director






 



	 	 	 
	17.	 	The First Party hereby covenants to give the use of the area
of 4100 sq.ft. module on the IV floor of Software Block, Elnet
Software City, Taramani, Chennai as stated in item no. 1 above.
	 	 	 
	18.	 	The First Party and Second Party
agree that the agreement shall be further renewable or otherwise at
mutually agreed terms and conditions at the time of expiry of this agreement.
	 	 	 
	19.	 	All disputes will be subjected to
the jurisdiction of the Competent Court in Chennai.




SCHEDULE


Area to be under the control of Second Party is 4100 sq.ft. module in IV floor
of Software Block of Elnet Software City, Taramani, Chennai.


IN WITNESS WHEREOF THE FIRST PARTY AND THE SECOND PARTY have set their hands
and signatures on the day, month and year first written above.



	 	 	 	 	 	 
	WITNESS	 	 	 	 
	1.	 	/s/ R.K. Radhakrishnan
17/JAN/2003	 	FIRST PARTY





For Elnet Technologies Ltd.



/s/ K. Appusamy

K. Appusamy

C.E.O.



	 	 	 	 	 	 
	 	 	 	 	 
	2.	 	/s/ S. Vifi
Elnet	 	SECOND PARTY




For At Road Software India Private
Limited

/s/ Krish Panu
Director