exv10w41



 




 Exhibit 10.41





[CERTIFICATE TEN RUPEES]



[SEAL]



AGREEMENT



This Agreement entered into at Chennai this
10th DECEMBER 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 @Road 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 no.32-B consisting of 2500 SQ. FT.




WHEREAS the duration of the agreement has been
agreed for 3 years from 1st JANUARY 2004.




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 agree to grant
    permission for the use of 2500 SQ.FT at RS.41/- PER SQ.FT
    per month as compensation in the II floor of Software block
    situated at Elnet software city at Taramani with the following
    high tech infrastructural facilities.
    





		
	FOR ELNET TECHNOLOGIES LTD.	
    FOR AT ROAD SOFTWARE INDIA PRIVATE LIMITED
    
	 
	/s/ UNNAMALAI THIAGARAJAN	
    /s/ R. RADHAKRISHRAN
	
	

    
	Unnamalai Thiagarajan	R. Radhakrishran
	Managing Director	Director









 




[Certificate Ten Rupees]



Elnet Technologies Ltd.



		
	 	     
    a) Uninterrupted power supply
    (UPS) — 15 KVA
    
	 
	 	     
    b) Air conditioning — 12 TR
    
	 
	 	     
    c) Adequate Diesel Generator backup
    
	 
	 	     
    d) Water supply
    
	 
	 	     
    e) Maintenance of common area
    
	 
	 	     
    f) 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 majeure.
    
	 
	 	     
    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. 1,02,500/- per month at a rate of
    Rs. 41/- per sq. ft. for the module of
2500 sq. ft.
    and the said sum of Rs. 1,02,500/- 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 on 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. 6.50 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 State Electricity Board and on account of change in
    generating cost.)
    
	 
	 	     
    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.
    





		
	For ELNET TECHNOLOGIES LTD.	
    For At-Road Software India Private
Limited
	 
	/s/ UNNAMALAI THIAGARAJAN	
    /s/ R. RADHAKRISHRAN
	
	

    
	Unnamalai Thiagarajan	R. Radhakrishran
	Managing Director	Director










 




		
	 	     
    7. The deposit of Rs. 6,15,000/-
    (6 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.
    
	 
	 	     
    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 compensation is subject to an
    escalation of 5% from the beginning of the second year i.e. from
    the beginning of 13th Month. The escalation will be at the rate
    of 5% every year on the enhanced compensation rate till the
    expiry of this agreement.
    
	 
	 	     
    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 the First Party finds that the second
    party has violated any of the terms and conditions, the First
    Party will have the right to discontinue the services being
    provided by them without any notice.
    
	 
	 	     
    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.
    
	 
	 	     
    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.
    
	 
	 	     
    17. The First Party hereby covenants to give
    the use of the area of 2500 sq. ft module no. 32-B,
    on the 111 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.
    





		
	For ELNET TECHNOLOGIES LTD.	
    For At-Road Software India Private
Limited
	 
	/s/ UNNAMALAI THIAGARAJAN	
    /s/ R. RADHAKRISHRAN
	
	

    
	Unnamalai Thiagarajan	R. Radhakrishran
	Managing Director	Director










 




		
	 	     
    19. All disputes will be subject to the
    Jurisdiction of the Competent Court in Chennai.
    





SCHEDULE


     
Area to be under the control of Second Party is
2500 sq. ft module in III 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. [Illegible]
    	 	
    FIRST PARTY
    	 	
    For ELNET TECHNOLOGIES LTD.

    /s/ Unnamalai Thiagarajan

    UNNAMALAI THIAGARAJAN

    Managing Director
    
	 
	
    2. R. Radhakrishran

    At Road Software

    India P Ltd
    	 	
    SECOND PARTY
    	 	
    For At Road Software India Private Limited

    /s/ R. Radhakrishran

    Director
    





		
	 	
     LEGAL OK
    
	 	
    

	 	
     1/5/04 JDF