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                                                              EXHIBIT 10.19
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                        MEMORANDUM OF LEAVE AND LICENCE
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This Memorandum of Leave and Licence made at Mumbai on this 18th day of April,
1998 between Sunil Wadhwani residing at 930 Osage Road, Pittsburgh PA
15243,U.S.A. (hereinafter referred to as "the Licensor" which expression shall
unless repugnant to its context shall mean and include his heirs, successors and
assigns) of the One Part;

                                      And

Scott Systems Private Limited a company incorporated under the Companies Act,
1956 and having its Registered Office at Mastech Centre, 18 Viman Nagar, Pune
411 014, (hereinafter referred to as "the Lecensee" which expression shall
include its successors and permitted assigns) of the Other Part.


WHEREAS the Licensor is the owner of commercial premises at 209, 306 and 309 at
Navkar Chambers, Andheri-Kurla Road, Andheri (E), Mumbai  400 069.

WHEREAS the Licensee is desirous of taking a portion of the said commercial
premises namely office nos: 209, 306 and 309 at "Navkar Chambers", Andheri-Kurla
Road, Marol Village, Andheri (E), Mumbai  400 069 (hereinafter referred to as
"the said premises") on leave and license basis.

NOW THIS MEMORANDUM WITNESSETH AS UNDER:

1.  The Licensee has been given by the Licensor a licence to make use of the
    said premises.

2.  The said license has been and shall be regarded as operative from April 16,
    1998 to March 31, 2003. The Licensee has agreed to and shall continue to pay
    license fee in the sum of Rs.20,000 (Rupees Twenty thousand only) per month
    for office no. 209, Rs.20,000 (Rupees Twenty thousand only) per month for
    Office no. 306 and Rs.20,000 (Rupees Twenty thousand only) per month for
    Office no. 309 aggregating to Rs.60,000 (Rupees Sixty thousand only) per
    month for all offices or such license fee as may be mutually agreed from
    time to time pursuant to the review as set out in clause 3 below. The said
    sum shall be paid in advance, by the Licensee to the Licensor regularly on
    1st day of every English calendar month.

3.  The license fee shall be reviewed in March, 1999. Pursuant to such review,
    the license fee may be revised from time to time as mutually agreed in
    writing by the Licensor and the Licensee. The license fee as most recently
    agreed shall always be in force and the Licensee shall pay the Licensor such
    license fee as provided herein.

4.  The Licensee shall pay all charges in respect of water, electricity, power,
    maintenance, sanitation, security and all other running and maintenance
    expenses in respect of the use of the said presmises. The property tax and
    other public dues in respect of the said premises shall be paid by the
    Licensor.

5.  Upon execution of this Memorandum by the Licensor and the Licensee, the
    Licensee shall be entitled to commence work relating to interior office
    infrastructure such as furniture, fixtures, lighting, airconditioning etc.
    and for this purpose the Licensee can use the said premises from the date
    hereof.
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6.  The licence is personal to the Licensee and the Licensee shall have no right
    to sub-let, transfer or part with the possession or occupation of the said
    premises or any part thereof in any manner and shall not have any right to
    allow anyone else to make use of the licence given to it by the Licensor.

7.  At all times during the continuance of the licence, the Licensee shall keep
    the premises in good and substantial and tenantable repair, and all charges
    for doing so shall be borne by the Licensee. If however, there are any major
    structural repairs or any reconstruction required by reason of any portion
    falling down, or being in danger of falling down, the Licensor shall effect
    such repairs or make reconstruction at their own cost.

8.  The license is given only for carrying out bonafide business activities of
    the Licensee. The Licensee shall make use of the said premises carefully and
    always keep them neat and clean and all cost for doing so shall be borne by
    the Licensee. The Licensee shall not do or cause to be done any act or thing
    which may be unlawful or may amount to nuisance or annoyance, waste or
    damage to the said premises. If any such damage is, however, caused to the
    premises, the same shall be repaired by the Licensee at its cost.

9.  If the Licensee is desirous of making at its own cost any alterations or
    constructions in temporary or permanent structure of constructions in the
    said premises to meet or suit its needs it may do so with prior written
    consent of the Licensors provided there is no permanent damage to the
    existing premises.

    Licensor shall not be required to spend any amount in respect of such
    alterations or reconstructions and the Licensee shall not be entitled to
    claim any compensation for such expenses incurred by the Licensee for such
    alterations or constructions.

10.  The Licensor shall not be liable to the Licensee for any loss or damage
     caused to any goods or machinery of the Licensee or the life or property or
     invitees in or out of such premises or an the passage permitted to be used
     at any time by reason of theft, fire, riot, leakage of water or any act of
     God or by any reason whatsoever.

11.  In case of any default by the Licensee to abide by terms and conditions of
     this lecence including failure to pay the Licence Fee, the Licensors shall
     be entitled to give the Licensee a notice of their intention to revoke the
     Licence on the expiry of fifteen days from the date of such notice. If the
     Licensee fails to remedy the default within the said period of fifteen days
     the licence shall be terminated forthwith on the expiry of the said fifteen
     days.

12.  Nothing contained herein shall create or shall be construed to create any
     tenancy right or any interest, estate or rights in respect of the said
     premises and the said premises shall continue to be and shall be deemed to
     continue to remain in the possession of the Licensor.

13.  The Licensee shall be terminated at the end of 31st day of March, 2003.
     However, the Licensor may terminate the licence earlier by giving notice of
     termination to the Licensee of not less than one hundred and twenty (120)
     days.

14.  The Licensor or his authorised representatives  shall at all times during
     continuance of the license be entitled to inspection of the said premises.

15.  If at any time, the Licensee is ordered to be wound up under the orders of
     a competent court or authority or by passing a resolution for winding up
     or permanently closes its business or if any receiver is appointed to take
     possession of its properties, the licence shall come to an end forthwith
     automatically and the Licensors shall be entitled to forthwith receive the
     vacant and peaceful possession of the said premises.
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16.  In the event of determination or revocation of the licence for any reason
     whatsoever, the Licensee shall forthwith hand over to the Licensor the
     vacant and peaceful possession of the said premises and the Licensee shall
     not be entitled to continue to make use of the said premises and shall
     cease to make use of the said premises forthwith without raising any
     dispute and shall remove all its goods, machineries and other properties
     from the premises and no employee or servant or any agent or representative
     of the Licensee shall enter the said premises and the Licensor shall be
     free to restain the Licensee and its servants and employees, agents or
     representative from entering the said premises and making any use thereof
     and the Licensors shall also be entitled to remove from the said premises
     any goods or machineries of the Licensee lying in or upon the said premises
     if need be without resource to a court of law, and without incurring any
     liability whatsoever for any claim or compensation. Upon such determination
     or revocation the Licensee shall pay all outstanding charges for water,
     electricity etc as is referred to in clause 4 hereof and the Licensor shall
     be entitled to recover from the Licensee all such charges remaining unpaid
     by the Licensee.

17.  This Memorandum of Leave and Licence shall supersede all earlier
     understandings, written or otherwise, between the Licensor and Licensee
     with respect to the license of the said premises.



IN WITNESS WHEREOF the Licensor and Licensee have signed and sealed this
Memorandum the day and year first written.



Signed and Delivered by the Licensor
Mr. Sunil Wadhwani                   )  /s/ Sunil Wadhwani


Signed and Delivered by the Licensee
Scott Systems Private Limited by its
Managing Director
Mr. Murali Sanathanam                )  /s/ Murali Sanathanam