LEASE DEED

THIS LEASE DEED (“Deed”) executed at Hyderabad this day of 10th
December, 2009 accordingly records the
intentions and understanding of M/s iLabs Hyderabad Technology Centre Pvt Ltd
and M/s.Intelligroup Asia India Pvt Ltd., [hereafter collectively referred to as
“the PARTIES”].

M/s. ILABS HYDERABAD TECHONOLOGY
CENTRE PRIVATE LIMITED., a company
incorporated under the Indian Companies Act, 1956, having its registered office
at No. 18, iLabs Centre, Bldg 3, Software Units Layout, Madhapur, Hyderabad
500081, represented by its S.Subbarao, Authorised Signatory hereinafter referred
to as the “LESSOR” (which term and expression shall unless repugnant to the
context or meaning thereof be deemed to include it successors, heirs, executors,
administrators and permitted assigns) OF THE ONE PART.

AND

M/s. INTELLIGROUP ASIA PVT
LTD a company incorporated in India under the
Companies Act, 1956, having its registered office at 5th Floor, ILABS Centre, Building 1, Software Units Layout,
Madhapur, Hyderabad – 500081, India represented by its Director, Mr.ALOK BAJPAI
hereinafter referred to as the “LESSEE” (which term and expression shall unless
repugnant to the context or meaning thereof be deemed to include its successors,
heirs, executors, administrators and permitted assigns) OF THE OTHER
PART.

WHEREAS the LESSOR declares and
confirms that they are the absolute owners of the land having acquired the same
by e way of Deed of Sale dated 15th
February, 2006 Sale Deed for the establishment of
Information Technology Park ilabs Centre as more particularly described in
Schedule-A hereunder.

WHEREAS the LESSOR has developed the
said ilabs Centre to be used as an Information Technology Park for the
activities as described in the Application Form.

Page 1 of 15




WHEREAS all the services to the open
spaces, common areas, common amenities, specialized and descriptive services
provided in the said ilabs Centre shall be controlled, maintained and managed by
the LESSOR and/ or a Operation & Maintenance Agency appointed by the LESSOR
and the LESSEE shall not interfere with the same. 

WHEREAS the LESSEE after examination of
the building plans, the Unit to be allotted for the lease, the legal rights of
the LESSOR and on being satisfied with the facts as stated aforesaid, has
applied for the lease allotment of the Unit in ilabs Centre Based on the
LESSEE’s representations in the application form and the bonafide intentions,
the LESSOR has decided to allot the Unit on lease basis.

WHEREAS the LESSEE has agreed to take
on lease the space in the Block C (Block 3) 6th Floor admeasuring 14,700 sft. (Super built up area), as
described in Schedule-B [hereinafter referred to as the “Demised Premises”].


WHEREAS the LESSOR has accepted to let
out the Demised Premises to the LESSEE on the terms, conditions and conveyance
set forth hereinafter and as per the Byelaws signed by the LESSEE and enclosed
herewith and any amendments thereto executed in writing by both parties, to form
an integral part and parcel of this Deed. The LESSEE shall use and occupy the
Demised Premises solely for use as represented in the Application for lease and
for no other purpose unless the LESSOR shall expressly approve of such use in
advance in writing. 

NOW THIS DEED WITNESSETH AS
FOLLOWS: 

ARTICLE.I-TERM 

	(a)	      	In consideration of the monthly
      rent and other terms and conditions agreed upon and hereinafter
      stipulated, the LESSOR hereby leases and the LESSEE hereby accepts from
      the LESSOR, lease of the Demised Premises for the term of 36 months
      commencing from 01-01-2010 to 31-12-2013 both days inclusive, subject to
      any extension as specified under Article I(b).
	 
	(b)		The lease shall be renewed for
      two (2) further terms of three (3) years each after the expiration of the
      term of the lease at the sole option of the LESSEE on the same terms and
      conditions as herein contained subject to an escalation to be agreed by
      both the parties at the time of renewal. There shall be no lock in period
      for the renewed terms. The LESSOR shall not refuse the request of the
      LESSEE for renewal of lease on expiration of the term and the renewal
      lease rent offered by LESSOR shall be consistent with the then current
      market conditions. The lease shall be automatically renewed on the issue
      of a notice to the LESSOR in writing of the LESSEE’s intention to renew
      the lease three (3) months prior to the expiry of the current period of
      lease. On renewal, the PARTIES shall execute a fresh Lease Deed and have
      it adequately stamped and registered.
	 
	(c)		There will be a lock-in period
      for the first sixty (36) months of the lease (“Lock-in Period”) during
      which time the LESSEE shall not terminate the Deed except in case of a
      breach of the Deed by the LESSOR, eminent domain or force majeure. The
      lease is terminable by the LESSEE only after the Lock-in Period with six
      (6) months prior written notice to the LESSOR. In the event the LESSEE
      terminates this lease during the lock-in period, for any reason other than
      breach by LESSOR or force majeure, the LESSEE shall pay and the LESSOR
      shall have the right to recover the rent from the LESSEE for the balance
      of the lock-in period, which remains unexpired. The lease shall be
      terminated at the end of lease period unless renewed in accordance with
      Article I (b).
	 
	(d)		The rent shall commence with
      effect from 01-01-2010.


ARTICLE.II-LEASE RENT 

	(a)	      	The LESSEE agrees to pay the
      lease rent for the warm shell of the Demised Premises at the rate of
      Rs. 34/-(Rupees Thirty Four) per Sq. Ft. per month, for the total area of
      14,700 Sq. Ft. taken on lease amounting to a total lease rent of
      Rs.499,800/- (Rupees Four Lakhs Ninety Nine Thousand and Eight Hundred) plus
      service tax/VAT as applicable subject to deduction of applicable taxes at
      source as required by law, and the same shall be paid in advance by cheque
      payable on or before the 7th day of each calendar month. This rental rate would include
      high-side A/C & Power, Air Handling Units, 100% power back up
      provisions, common area flooring, electric cables up to the Demised
      Premises. The rent is inclusive of all taxes, cesses, rates, levies,
      outgoings, charges, etc., payable by the LESSOR to any association or any
      other public authority and any other charges except those specifically
      agreed to be borne by the LESSEE as hereinafter provided. The LESSEE shall
      bear service tax / VAT as applicable charged on rent for commercial
      premises at the prevalent rates. All other future taxes, levied by any
      governmental/statutory authority in relation to the Lease of the Demised
      Premises and in relation to the maintenance of the common areas (excluding
      direct taxes on the income of the LESSOR or taxes related to or in
      connection with ownership of the Land/Unit by the LESSOR), shall be to the
      account of the LESSEE.


Page 2 of 15 





	(b)		The lease rent is
      subject to escalation of 15% on the last month rent beginning at every 3
      years of this lease agreement.
	 
	(c)		All rental payments
      shall be addressed to LESSOR at the address set forth on page one (1) of
      this Deed, or at such other place as LESSOR may from time to time
      designate by written notice to LESSEE. The terms and provision of this
      Paragraph shall survive the expiration or termination of the lease as to
      all sums accrued and unpaid during the term of the Deed.
	 
	(d)	      	The lease rent per sq.
      ft. for the super built-up area does not include charges viz electricity
      charges, interest on delayed payment, if any / charges for using
      facilities in commercial areas, payable and due by the LESSEE from time to
      time as agreed in writing between the PARTIES (look at clause 4c) or other
      charges specifically payable by the LESSEE under this Deed.
	 
	(e)		The LESSEE shall be
      charged for electricity consumed within the Demised Premises at ongoing
      state rates on basis of a separate meter fitted in the Demised
      Premises.


ARTICLE.III-SECURITY DEPOSIT


	(a)	      	The LESSEE shall
      deposit a refundable one time interest-free Security Deposit of
      Rs.19,99,200/- (Rupees Nineteen Lakhs Ninety Nine Thousand and Two Hundred
      only) equivalent to four (4) months rent in the form of a cheque at the
      time of signing the Deed. On the expiry or sooner determination of the
      Deed, the LESSOR shall refund the deposit simultaneously on the LESSEE
      vacating the Demised Premises and handing over the vacant peaceful
      possession of the Demised Premises. Simultaneous refund is allowed
      provided there are no damages to the Demised Premises, aside from normal
      wear and tear and there are no dues to the LESSOR for various
      services.
	 
	(b)		The Security Deposit
      shall be subject to escalation @15% once in every three
years.
	 
	(c)		The Security Deposit
      shall be held by the LESSOR for the duration of the lease and shall
      immediately upon the expiry or sooner termination of the lease as per the
      terms hereof, and simultaneously with the LESSEE re-delivering vacant
      possession of the said Demised Premises to the LESSOR, be refunded by the
      LESSOR, to the LESSEE with any unadjusted advance rent and any other
      amount due to the LESSEE from the LESSOR and after deduction of any
      accrued and arrears of rent or other charges payable under this
      Deed.
	 
	(d)		It is hereby expressly
      agreed that the LESSOR shall not be entitled to demand physical vacant
      possession of the Demised Premises, unless the LESSOR expresses its
      readiness and willingness to simultaneously refund in full in one
      installment the Security Deposit together with any unadjusted advance rent
      and any other amount due to the LESSEE from the LESSOR by demand
      draft.
	 
	(e)		If the LESSOR fails to
      refund to the LESSEE the Security Deposit, any unadjusted advance rent and
      any other amount due to the LESSEE as aforesaid, the LESSEE shall be
      entitled to remain in occupation and possession of the Demised Premises
      till such time as the Security Deposit is refunded with interest charges @
      15% per annum. Such staying over by
      the LESSEE in the Demised Premises shall not constitute a default by the
      LESSEE under the terms hereof. Notwithstanding the aforesaid, it is
      expressly recorded and mutually agreed that this clause or anything else
      to the contrary, does not and shall not be construed or deemed to extend
      the duration of lease.


ARTICLE.IV-OPERATION AND MAINTENANCE
SERVICES 

	(a)	      	LESSOR is under an
      obligation to maintain common areas and provide certain amenities,
      facilities and services in discharge of its obligation, more particularly
      described in the Byelaws (hereinafter collectively called the “Operation
      and Maintenance Services”) on the terms and conditions hereinafter
      contained:
	 
	(b)		LESSOR shall be
      entitled to engage any person and/or entity under contract from time to
      time in order to provide services to the
LESSEE.


Page 3 of 15 





	(c)	      	In addition to the
      lease rent and Security Deposit amounts payable by the LESSEE to the
      LESSOR as mentioned herein above, the LESSEE shall pay an estimated
      Operations and Maintenance Fee of Rs. 6.55/- per sq. ft of super built-up
      area per month for the total areas of 14,700/- sq. ft. taken on lease
      amounting to Rs.96,285/- [Rupees Ninety Six Thousand Two Hundred and
      Eighty Five Only], subject to income tax deduction at source at the
      applicable rates per month during the tenure of this Lease Term for
      Maintenance of the building, for services which will include Maintenance
      of common lobbies, landscaping, A/C MV machines higher side, Electrical
      higher side, Lifts, Security at gate and main entrance. O & M Charges
      are subject to increase from time to time in consultation with all tenants
      of the building. Power consumption charges for the lifts, common area
      lighting, external lighting and water consumption as per actuals are to be
      borne proportionately by the LESSEE. Service tax and VAT as applicable to
      be paid by the LESSEE in the future. All applicable taxes at the time of
      signing the Deed will be borne by the LESSOR.
	 
	(d)		The operations and
      maintenance fee shall become payable in advance every month within seven
      (7) days of each Gregorian calendar month towards proportionate share in
      the cost of all the development, usage, maintenance, administration and
      functioning of the ilabs Centre listed in the Byelaws and executed by the
      parties hereto.
	 
	(e)		In the event of
      failure by the LESSEE to make payment of the amounts as per this Deed,
      then the same will be considered as breach of this Deed and the
      consequences provided upon such breach shall
follow.


ARTICLE.V- OBLIGATIONS OF THE PARTIES


	(a)		The LESSEE shall
      regularly pay the rent reserved under this Deed and all the outgoings, and
      charges stipulated herein, within the time and in the manner, herein
      provided.
	 
	(b)		The LESSEE shall use
      the Demised Premises only for the business purpose and not for any other
      purposes whatsoever.
	 
	(c)	      	The LESSEE shall not
      make or carry out any additions and/or alterations of a structural nature
      in or to the Demised Premises without prior permission, in writing, of the
      LESSOR. The LESSEE shall however be at liberty to, at its own cost,
      install and remove at the time of handing over vacant charge of the
      Demised Premises to the LESSOR such office electric and communication
      appliances including in-house electricity generators, air conditioners,
      furnitures, fixtures and fittings and to carry out additional wiring, if
      necessary, and to install machines or equipment for office use and other
      such conveniences, as are reasonably required by the LESSEE and which will
      remain the property of the LESSEE and shall be removed by the LESSEE when
      vacating the Demised Premises on expiration or sooner determination of the
      lease. The LESSEE shall be permitted to install a Mini antenna on the
      terrace and/or roof of the Building. The LESSEE shall have the right to
      install conduit within the riser space of the Building for items
      including, but not limited to, cabling, wiring, fiber optics, electrical,
      , generator cabling etc. The LESSEE confirms that any telecommunication
      and fiber optic feed requirements that it may have shall be arranged by it
      at its own cost. The LESSOR shall provide to the LESSEE all necessary
      assistance for the above. On expiry of the term or earlier termination,
      the LESSEE has the right to remove all improvements installed by them and
      shall not be required to restore the Demised Premises to its original
      condition at the time of handover with reasonable wear and tear. While
      removing these improvements, if any damages are made to the Demised
      Premises, these shall be repaired by the LESSEE.
	 
	(d)		The LESSEE shall not
      store any hazardous or inflammable articles in the Demised Premises or in
      any proximity to the Demised Premises which could damage or harm persons
      or the LESSOR’s property.
	 
	(e)		The LESSOR, its
      authorized Agents and employees shall have the right to enter upon the
      Demised Premises for inspection and carrying out repairs at reasonable
      working hours in the day with prior written intimation to the LESSEE to
      enable the LESSEE or its representative to be present so as to afford such
      entry. A prior intimation of 48 hours shall suffice.
	 
	(f)		The LESSEE shall have
      unlimited access to the Demised Premises twenty four (24) hours per day
      and seven (7) days per week, three hundred and sixty five (365) days a
      year of operations and support services including electricity, water,
      power back up, security and lifts.


Page 4 of 15 





	(g)		The LESSOR will
      provide a Cafeteria as a part of the Support Services. The applicable
      charges as per the existing tariff shall be borne by the
  Lessee.
	 
	(h)	      	The LESSEE shall be
      responsible for the cost of electricity, telecommunication, AC consumption
      costs, and water consumption charges and other utilities consumed on its
      Demised Premises and maintenance charges as stated above. Taxes like
      Service tax and VAT (if applicable) to be paid by the LESSEE in the
      future. All applicable taxes at the time of signing the Deed will be borne
      by the LESSOR. In addition, the LESSOR shall be responsible for all
      present and future municipal taxes, building insurance, etc with regard to
      the Demised Premises.
	 
	(i)		The LESSEE shall be
      provided with a proportional amount of building directory board space for
      the identification of their business to the amount of space leased in the
      building at no additional cost. LESSEE shall have full control over its
      signage on full floors that LESSEE occupies.
	 
	(j)		The LESSOR shall
      undertake at its own cost to carry out any repairs to the Building and
      equipment installed by the LESSOR in the Building without causing
      inconvenience to the LESSEE’s quiet enjoyment of the Demised
      Premises.
	 
	(k)		The LESSOR agrees that
      the LESSEE shall have access to the building shafts and dedicated routes
      within those shafts for running its electrical cables, VSAT cables,
      telephone lines etc., at no additional cost. The shafts agreed to be
      provided to the LESSEE shall have dedicated fully enclosed steel trunking,
      accessible at each floor and with appropriate pull boxes throughout route
      from building supply points to the Demised Premises. The LESSOR shall
      provide additional rodent/ vermin protection as may be appropriate for
      eliminating migration between the floors or area
compartments.
	 
	(l)		The LESSOR confirms
      that it has complied with all the applicable laws in force pertaining to
      the construction of the Demised Premises and appurtenant land and has
      procured all licenses and permissions as required from time to time with
      respect to the Demised Premises. The LESSOR shall not do any act, matter
      or thing which would or might constitute a breach of any orders,
      regulations and Byelaws (statutory or otherwise) made by the Government or
      statutory authorities including the Municipal Corporation of Hyderabad
      from time to time and in the event the LESSEE incurs any direct loss or
      actual damage (not being indirect or business loss or damage)by reason of
      any failure on the part of the LESSOR to procure the necessary approval or
      to comply with any law for construction of the Demised Premises, the
      LESSOR shall indemnify and compensate the LESSEE for such loss or damage,
      as the case may be.
	 
	(m)		The LESSOR warrants
      and represents that it has good title and is the absolute owner of the
      Demised Premises and it has the full right, absolute power and authority
      to deal with the property and to grant a lease, upon receiving a written
      consent from State Bank of Hyderabad, State Bank of India and Indian
      Overseas Bank (erstwhile Bharat Overseas Bank) in respect of the Demised
      Premises upon such terms as it deems fit. The LESSOR has received the no
      objection letter dated 20 July 2006 from State Bank of Hyderabad and no
      objection letter dated 3 May 2005 from Indian Overseas Bank (erstwhile
      Bharat Overseas Bank Limited) and no objection letter dated
      4th May 2006 from State Bank of India and confirms, represents and
      warrants that the photocopies of the letters provided to the LESSEE are
      true copies of the original no objection letters dated 20 July 2006 and 3
      May 2005 received from State Bank of Hyderabad and Bharat Overseas Bank
      Limited respectively. The LESSOR also warrants and represents that the
      Demised Premises is free from all legal encumbrances except the
      encumbrance stated above and the LESSOR has not entered into any similar
      agreement or arrangement with any person/persons for providing use and
      occupation of the Demised Premises to which the LESSEE is entitled to
      under this Deed. The LESSOR shall indemnify and keep indemnified, the
      LESSEE, from and against all suits, proceedings, actions, claims, demands
      that may be made or filed against the LESSEE by any third party due to any
      representations or warranties provided herein. The LESSOR further
      indemnifies and agrees to keep indemnified the LESSEE from and against all
      consequences, taxes, costs, charges and expenses, if any, imposed on the
      Demised Premises by any authority and/ or the State Bank of Hyderabad and/
      or Bharat Overseas Bank Limited due to which the Demised Premises or any
      part thereof may be seized and if its use and occupation by the LESSEE may
      be jeopardized in any manner whatsoever. In the event of there being any
      defect or deficiency or inadequacy in the LESSOR’s right to execute this
      Deed, the LESSOR undertakes to indemnify the LESSEE against all
      consequences arising there from including damages, losses, costs or any
      other claims/ actions, or proceedings by others in respect of quiet and
      peaceful use, occupation and possession of the Demised
  Premises.
	 
	(n)		The Demised Premises
      will be offered ready for fit out on execution of this Deed as per
      mutually agreeable specifications which is included as Schedule C and
      called “Landlord’s Base Building Specifications” per the specifications
      discussed.


Page 5 of 15 




ARTICLE VI- INTEREST 

In the event of the LESSEE failing to
make payments, on or before the 7th day of each Gregorian calendar month, the LESSOR will issue a ten (10)
days notice up to 17th of the
respective month and thereafter the payments due shall be payable with 15%
interest per annum for any delay beyond the 18th day of the calendar month. In case the payment and the
interest due is not paid within 10 days from the date of notice, the LESSOR
shall be entitled to cease to provide all the services set out in the Byelaws.
LESSOR shall also be entitled to claim the dues with interest @15% p.a. in
addition to the right to disconnect all the amenities, facilities and services.
LESSOR agrees to pay LESSEE the interest @ 15% per annum on the Security Deposit
for the delay in refunding the Security Deposit beyond the time span mentioned
in Article III. 

ARTICLE.VII-PARKING CHARGES


	(a)		LESSOR has allotted as
      per the request of the LESSEE car parking facility within the ilabs Centre
      14 Car Parking Spaces at free of cost
	 
	 		In addition to the
      above, set out below are the Parking Charges for additional parking
      spaces:
	 
	 		Car Parking @ Rs.2430
      per month
	 		Two Wheeler Parking @
      Rs.180/- per month
	 
	(b)	      	The LESSEE shall be
      denied the privilege of using the parking facility in the event of
      non-payment of parking fees, if any. In addition to the car parking
      facility, there is ample two wheeler parking facility, on
      ‘first-come-first-served’ basis the LESSOR undertakes to maintain the said
      parking areas in a usable condition.


ARTICLE. VIII- OTHER CHARGES


The LESSEE will pay all sums that are
due and payable as usage charges directly related to its leased premises at
actual cost for consumption of electricity for use of air-conditioning,
lighting, computers etc., on actual basis to the LESSOR or designated agencies
and/or the service providers directly as intimated by LESSOR. 

ARTICLE. IX – FURNITURE AND FIXTURES


	(a)		With the exception of
      items of personal property to trade fixtures, improvements &
      installations which are removable by the LESSEE, all the property of the
      LESSEE and LESSOR embedded to earth; improvements and installations made
      therein shall become part of the Demised Premises on termination and/or
      expiration of this lease.
	 
	(b)	      	All the LESSEE’s
      personal property and trade fixtures such as Air conditioners, Diesel
      Generators, UPS Fire protection systems, Access Control, interior fit
      outs, electrical installations, etc., if any installed by LESSEE on the
      Demised Premises with the prior permission of the LESSOR shall remain the
      property of LESSEE. It shall be removable at the expiration or earlier
      termination of this lease, or any renewal or extension thereof, provided
      further that in the event of such removal, having repaired the damage
      caused by such removal. The LESSEE shall promptly restore the Demised
      Premises in good order and condition excepting only ordinary wear and
      tear.


ARTICLE. X – BYE – LAWS


	(a)	      	This lease grants
      LESSEE a leasehold estate in the Demised Premises for the lease term
      specified together with a license granting LESSEE, for such lease term,
      the rights to use the common area, common amenities, facilities and
      services of the ilabs Centre provided to the LESSEE and LESSEEs
      contractors, permitees, invitees, licensees, employees and agents shall
      exercise such license in accordance with the provisions of the
      Byelaws.
	 
	(b)		The LESSEE will abide
      by and keep any rules or Byelaws and any modifications made thereto
      executed by the parties and if any question shall arise as to the
      existence of any such rules or Byelaws or the meaning construction or
      breach of this covenant or any such rules or Byelaws the same shall be
      referred to the LESSOR whose decision shall be final and binding on the
      LESSEE.
	 
	(c)		The LESSEE’s tenancy
      and right to use and occupy the Demised Premises shall be in accordance
      with in all respect to the provisions of the Byelaws of the ilabs Centre
      and to such other rules and regulations of ilabs Centre as the LESSOR may
      from time to time promulgate regarding management of ilabs Centre and use
      of common facilities and executed by the
parties.


Page 6 of 15 





	(d)	      	In case the LESSOR wish to amend the
      Byelaws and other rules and regulations as indicated herein, LESSOR will
      give a ten (10) days written notice to all the Allottees for their
      consent. The Notice shall be served with acknowledgement due. In case no
      communication is received from the Allottees within ten (10) days of
      receipt of the notice, the amendment shall be deemed to be accepted. The
      amendment will come into force on acceptance/deemed acceptance by the
      Allottees. The right to propose and amend the Byelaws with the consent of
      the Allottees will solely remain with LESSOR.
	 
	(e)		Words used in this Deed will have
      the same meaning assigned to them in the Byelaws (“the said Byelaws”)
      unless the context thereof requires to the
contrary.


ARTICLE. XI – INSURANCE


	(a)	      	LESSOR shall at all
      times during the term and any extensions thereto shall keep in force, a
      comprehensive public liability and property damage insurance cover with
      insurance companies for ilabs Centre which would include the building,
      facilities and amenities provided therein and furnish a copy of the
      premium receipt to the LESSEE. Except as otherwise
      specifically provided herein, all insurance policies shall be written in
      the name of and for the benefit of the LESSOR as the interests so appear
      and shall not be invalidated by any act or neglect of LESSOR and/or the
      LESSEE. However, the LESSOR shall not be under any liability to compensate
      and/or incur any liability on behalf of the LESSEE for its properties and
      employees in the Demised Premises. It shall be the sole responsibility and
      liability of the LESSEE to keep in force a comprehensive insurance cover
      for its properties and employees, including comprehensive public liability
      & furnish a copy of the premium receipt to the LESSOR.
	 
	(b)		Anything in this lease
      to the contrary notwithstanding, LESSOR and LESSEE each hereby waives any
      and all rights of recovery, claim, action or cause of action against the
      officers, directors, shareholders, partners, joint ventures, employees,
      agents, customers, invitees, or business visitors of each other for any
      loss or damage arising from any cause covered by any insurance required to
      be carried by each of them pursuant to this lease or any other insurance
      actually carried by each of them.


ARTICLE.XII- DEFAULT 

	(a)		Each of the
      following shall constitute an Event of Default:
	 
	 	      	(i)	      	Failure to pay any
      rental, Security Deposit and operation and maintenance fee in advance
      within the seventh (7) days of every month they are due or failure to pay
      any third party payments for service and/or utilities under this Deed when
      they are due; or
	 
	 		(ii)		If LESSEE shall be
      adjudicated insolvent within the meaning of insolvency in either
      bankruptcy or equity proceedings, or if an involuntary petition in
      bankruptcy is filed against LESSEE which is not dismissed within one
      hundred and twenty (120) days or actual proceedings whichever earlier;
      or
	 
	 		(iii)		Failure to perform or
      observe any other agreement, covenant or condition on LESSEE’s part to be
      performed after notice of default from LESSOR if such default could cause
      the LESSOR to be subject to prosecution for violation of any law, rule or
      regulation would cause a default.
	 
	(b)		Under this
      Deed, Byelaws, or the agreements, etc., applicable to the Demised
      Premises.
	 
	 		(i)		Upon the occurrence of
      any event of default which is not cured within the notice period of thirty
      (30) days stipulated herein below, on terminating this lease, LESSOR may
      re-enter and take possession of the Demised Premises upon simultaneous
      refund of the Security Deposit as herein provided and the provisions of
      this paragraph shall operate as a notice to quit. If necessary, LESSOR may
      proceed to recover possession of the Demised Premises by such proceedings,
      including re-entry and possession, as may be applicable. If LESSOR
      terminates this lease, everything contained in this lease on the part of
      LESSOR to be done and performed shall cease except the obligation to
      refund the Security Deposit as herein provided subject, however, to the
      right of LESSOR to recover from LESSEE accrued arrears of lease rent,
      Security Deposits, operation and maintenance Fee and other sums payable
      under this Deed accrued up to the time of termination and recovery of
      possession by LESSOR.


Page 7 of 15 





		(ii)	      	All rights of remedies
      of LESSOR set forth herein are in addition to all other rights and
      remedies available to LESSOR at law. All rights and remedies available to
      LESSOR hereunder or at law are expressly declared to be cumulative. The
      exercise by LESSOR of any such right or remedy shall not prevent the
      concurrent or subsequent exercise of any such right or remedy. No delay in
      the enforcement or exercise of any such right or remedy shall constitute a
      waiver of any default by LESSEE hereunder or of any of LESSOR’s rights or
      remedies in connection therewith. LESSOR shall not be deemed to have
      waived any default by LESSEE hereunder unless such waiver is set forth in
      a written instrument signed by LESSOR. If the LESSOR waives in writing any
      default by LESSEE, such waiver shall not be construed as a waiver of any
      covenant, condition, or agreement set forth in this lease except as to the
      specific circumstances described in such written waiver.
		 
		(iii)		No custom or practice,
      which may develop between the parties in the administration of the terms
      of this lease, shall be construed to waive or lessen LESSOR’s right to
      insist upon strict performance of the terms of this lease.
		 
		(iv)		To display a “For
      Rent” sign at any time, after notice from either party of intention to
      terminate this lease, prospective lessees authorized by the LESSOR may
      inspect the Demised Premise at reasonable hours at any time provided that
      advance written appointment is given by the LESSEE.
		 
		(v)		The provisions of this
      Article. XII shall survive the expiration or termination of this
      Deed.


ARTICLE. XIII-TERMINATION


Without Prejudice to any other
provision of this Deed, the termination of the Deed will occur in the following
events: 

	(a)	      	In the event of either
      party committing breach of their respective obligations contained in the
      Deed, the aggrieved party shall give to the defaulting party a written
      notice of at least thirty (30) days to remedy the breach and in the event
      of the defaulting party failing to remedy the breach with in the aforesaid
      notice period then in such event the aggrieved party shall be entitled to
      terminate the Deed.
	 
	(b)		Subject to the
      Lock-in-Period, the Deed is terminable by the either parties by giving
      four (4) months prior written notice.
	 
	(c)		Upon expiration or
      termination of this lease, or any renewal thereof, by lapse of time or
      otherwise, the LESSEE agrees peaceably to remove its movable personal
      property and trade fixtures from the Demised Premises and to surrender the
      Demised Premises to LESSOR without further notice, in broom-clean
      condition, subject to ordinary wear and tear upon simultaneous refund of
      the Security Deposit as herein provided. Should LESSEE continue to hold
      the Demised Premises after the expiration or earlier termination of this
      lease and refund of the Security Deposit, such holding over, unless
      otherwise agreed to by LESSOR in writing, shall constitute and be
      construed as a tenancy at will at monthly installments of rent equal to
      one hundred fifty percent (150%) of the monthly portion of Rent in effect
      as of the date of expiration or earlier termination, and subject to all of
      the other terms, taxes, levies, charges and expenses, which would mean and
      include Security Deposit and operation and maintenance fee set forth
      herein, except any right to renew this lease.


ARTICLE.XIV-NOTICES

Any demand for payment or notice
required to be made or given by the parties to this lease shall be sufficiently
made or given if sent by that party to the other by Registered Post
Acknowledgement Due at the address mentioned herein below: 

FOR THE LESSOR:
ILabs Hyderabad Technology Centre Pvt Ltd.,
18, iLabs Centre, Bld No.3, Software Units Layout, Madhapur,
Hyderabad 500081 

FOR THE LESSEE:
Intelli Group Asia Pvt Ltd
5th Floor, ILabs Centre,
Building No.1
Software Units Layout, Madhapur
Hyderabad – 500081,
India.

Page 8 of 15 




ARTICLE XV-ENTIRE AGREEMENT


It is mutually acknowledged and
understood that this Deed together with the Schedule-A,B & C, Exhibit-I and
the Byelaws the amendment and/or modification, if any, all of which are hereby
incorporated herein by reference, constitutes the Entire Agreement of the
parties with respect to the Demised Premises and would supercede all oral and
written understanding and agreement with respect thereto and shall govern the
validity, interpretation, performance and enforcement of this Deed. 

ARTICLE.XVI-RELATIONSHIP OF PARTIES


Neither this lease nor any part thereof
is to be constructed as creating a joint enterprise, a partnership or any other
relationship except that of LESSOR and LESSEE. 

ARTICLE.XVII-ASSIGNMENT, SUBLETTING
AND PARTITION 

	(a)	      	The LESSEE is not
      permitted to assign, let, sub-let, grant leave and license or part with
      possession of the Demised Premises or any part thereof in any manner
      except to a sister concern/group company/qualified sub-lessees of LESSEE
      engaged in IT/ITES business with prior written permission of the LESSOR
      only after completing the initial 18 months of the lease by the Lessee. To
      maintain the homogeneity and efficiency of the ilabs Centre the LESSEE
      undertakes not to sub-divide and/or partition the allotted Unit in any
      manner.
	 
	(b)		LESSOR shall be
      entitled to transfer mortgage or dispose of its interest in the said
      Demised Premises in any manner, provided that the same does not affect or
      prejudice the rights created in favour of the LESSEE. The LESSEE
      acknowledges that it shall not be entitled to object to the same provided
      that the same does not affect or prejudice the rights created in favour of
      the LESSEE.


ARTICLE.XVIII-QUIET ENJOYMENT


The LESSEE upon paying the rent and all
other sums, as provided in this lease, and observing all covenants, warranties,
agreements and conditions of this lease, shall have quiet and peaceful enjoyment
of the Demised Premises during the term of this lease or any renewal thereof
without any hindrance or any disturbance by the LESSOR and/or any one claiming
under or through the LESSOR. 

ARTICLE.XIX-HEADINGS 

The headings of the paragraphs in this
Deed, are for convenience only, and shall not limit the scope or content of this
lease nor shall it be considered in any construction or interpretation of this
Deed. 

ARTICLE.XX-SEVERABILITY


It is agreed that if any of the
provision of this Deed are declared null and void and are of no force and effect
for any reason, such determination shall not affect the other provisions of this
Deed which shall remain in full force and effect. 

ARTICLE.XXI-FORCE MAJEURE


	(a)		Destruction
      or Damage.
	 
	 	      	(i)	      	In the event, the
      Demised Premises or a portion of the same necessary for the LESSEE’s use
      and enjoyment of the Demised Premises are damaged by fire, earthquake, act
      of God, the elements or other casualty, the LESSEE shall have the option
      to terminate and cancel the lease hereby granted forthwith or require the
      LESSOR to restore the Demised Premises. If the LESSEE chooses to require
      the LESSOR to restore the Demised Premises, the LESSOR shall forthwith
      repair the same, subject to the provisions of this Article. If the LESSEE
      elects not to terminate the Deed, this Deed shall remain in full force and
      effect except an abatement of rental and other charges shall be allowed to
      the LESSEE till the Demised Premises are restored to its original
      condition prior to the damage.


Page 9 of 15 





	 		(ii)		If the LESSEE elects
      to require the LESSOR to restore the Demised Premises, as soon as is
      reasonably possible following the occurrence of any damage, but not more
      than seven (7) days thereafter, LESSOR shall notify LESSEE of the estimate
      time required for the repair or restoration of the Demised Premises or the
      portion of the Building necessary for LESSEE’s occupancy. If the estimated
      time is in excess of the requirement of the LESSEE, the LESSEE may elect,
      to terminate this lease effective on the date such damage or
      destruction.
	 
	 		(iii)	      	In the event LESSOR
      commences repair or restoration in accordance with this Article and such
      repair or restoration is not fully completed within 90 days after such
      damage, LESSEE may elect, to terminate this lease effective on the date of
      such damage or destruction.
	 
	(b)		Eminent
      Domain
	 
	 	      	If all or
      any part of the Demised Premises shall be taken as a result of the
      exercise of the power of eminent domain, LESSEE shall have the right to
      terminate this lease with immediate effect. If LESSEE does not elect to
      terminate this lease , LESSOR will restore, rebuild and replace the
      balance of the Demised Premises (including, without limitation, the
      installation of demising walls and heating, ventilating and
      air-conditioning systems) so that the balance of the Demised Premises are
      as usable by LESSEE for LESSEE’s purposes as they were before such taking.
      In the event of a partial taking of the Demised Premises which does not
      result in a termination of this lease, the monthly rental thereafter to be
      paid shall be equitably reduced on a square footage basis and will be
      abated until the balance of the Demised Premises are restored, rebuilt and
      replaced according to this Article. For sake of clarity, LESSOR’s
      obligation to restore Demised Premises should include the repair or
      replacement of all electrical wiring, fixtures, components and systems as
      well as all telecommunications and data wring and
  components.


ARTICLE. XXII-ARBITRATION


	(a)	      	Any dispute or
      difference between the parties with regard to this Deed and all connected
      and related matters whatsoever shall be discussed and settled amicably. In
      the event of any failure to resolve the disputes or differences amicably
      within thirty (30) days, all such disputes or differences whatsoever,
      shall be referred to Arbitration. The Arbitration proceedings shall be
      conducted in English and in accordance with the provisions of the Indian
      Arbitration and Conciliation Act 1996 or any statutory modification or
      enactment thereof. The venue of Arbitration shall be
  Hyderabad.
	 
	(b)		The parties have
      agreed that the Sole Arbitrator will be appointed mutually by both the
      parties. If the parties fail to mutually decide the Sole Arbitrator within
      fifteen (15) days of the date of arising of the dispute, each party shall
      appoint one arbitrator and the two arbitrators will appoint a third
      arbitrator to form a panel for the arbitration proceedings within Forty
      Five (45) days of the date of arising of the dispute . The Arbitration
      proceedings will be on a fast track. Any of the parties going for
      arbitration will submit its claim petition and documents to the Arbitrator
      within one week of the reference being made to the Arbitrator, with a copy
      to the Opposite Party. The Opposite Party will submit its Counter and its
      documents to the Arbitrator after serving a copy to the party opting for
      arbitration, within one week thereafter. The parties can file their
      further replies or documents within one week thereafter. Immediately after
      the 3rd week, the Sole Arbitrator/panel of arbitrators will endeavour to
      commence the hearing on the 22nd day and will endeavour to go on with the
      hearing of the case from day to day without any adjournment, as far as
      possible. The Sole Arbitrator/panel of arbitrators will also endeavour to
      give his award as early as possible.
	 
	(c)		The Arbitrator
      proceedings will be completed as far as possible within forty (40) days
      from the date of reference. The decision of the Arbitrator/ panel of
      arbitrators will be final and binding on the parties.
			 
	ARTICLE. XXIII-JURISDICTION
    
			 
	Without
      affecting the validity of Arbitration clause hereinabove, all connected
      and related matters shall, in all respects, be subject to the exclusive
      jurisdiction of Hyderabad.


Page 10 of 15 





ARTICLE. XXIV-LITIGATION
EXPENSES

In the event any party is required to
resort to arbitration and/or litigation to enforce its rights herein under, the
parties agree that any judgement awarded to the successful party shall include
all litigation expenses including reasonable Attorney fees and court
costs.

Page 11 of 15





SCHEDULE - A

All the pieces and parcel of the land
and Building situated at Survey.No.64 (p) Madhapur, Serilingampally Mandal,
Rangareddy District comprised in ilabs Centre measuring a total extent of 5.56
Acres, and situate within the Sub-registration District of Moosapet and
Registration District of Rangareddy bounded on the North by Road, East by Road,
South by open land of Raidurg village boundary and West by LESSOR’S
property.

Page 12 of 15





SCHEDULE - B

DEMISED
PREMISES

The office area situated on the Block C
(Block 3) in 6th floor admeasuring
14700 (super built up area)), as shown in the exhibit annexed hereto as part and
parcel of this Deed.

Page 13 of 15




SCHEDULE – C 

BASE BUILDING
SPECIFICATIONS

	1.		Air conditioning
      chillers and piping up to the AHU including AHU up to the Demised
      Premises.
	 
	2.		Electrical transformer
      and HT panels, energy meters and cabling up to the demised
    premises.
	 
	3.		Toilets including
      fixtures like Wash Basins, WC etc.
	 
	4.		Lifts.
	 
	5.		Common Areas - tiling
      and lighting.
	 
	6.		Fire Fighting wet
      riser up to the tapping point in the respective floors.
	 
	7.		External landscaping
      and lighting.
	 
	8.	      	1.0-1.1 KVA for every
      100 sq.ft.


Page 14 of 15 




IN WITNESS WHEREOF, the LESSOR and the LESSEE hereto have caused this Deed to be
executed on the date first above written by their duly authorized
representatives pursuant to a Resolution passed at their respective Board
Meeting, a certified true copy of which is enclosed herein for
reference.




SIGNED SEALED AND
DELIVERED by the withinnamed LESSOR, M/s. iLabs
Hyderabad Technology Centre Pvt Ltd through its Authorised Signatory
____________, in the presence of:



WITNESSES: 


1. 

2. 

SIGNED SEALED AND
DELIVERED by the withinnamed LESSEE, M/s.Intelligroup
Asia Pvt Ltd., through its Director, Mr.ALOK BAJPAI in the presence of.



WITNESSES: 


1. 

2. 


Page 15 of 15