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                                                                  EXHIBIT 10.14
                                                                  ------------- 



                        MEMORANDUM OF LEAVE AND LICENCE
                        -------------------------------
                                        
This Memorandum of Leave and Licence made at Chennai on this 13th day of
January, 1998 between:

1.  Sunil Wadhwani residing at 930 Osage Road, Pittsburgh PA 15243, U.S.A.
2.  Ashok Trivedi residing at 1446 Peterson Place, Pittsburgh PA 15241, U.S.A.

(hereinafter referred to as "the Licensors" which expression shall unless
repugnant to its context shall mean and include their heirs, successors and
assigns) of the One Part;

                                      and

Mascot Systems Private Limited a company incorporated under the Companies Act,
1956 and having Registered Office at No. 1, Main Road, Kalyana Mandapa Road,
Jakkasandra Village, Begur Hobli, Sarjapur, Bangalore 560 034. (hereinafter
referred to as "the Licensee" which expression shall include its successors and
permitted assigns) of the Other Part.

WHEREAS the Licensors are the owners of commercical building known as "Mac
Commerce Park" being the multistoreyed building located on land bearing
Municipal numbers 106 to 109, Mount Road, Chennai 600 032.

WHEREAS the Licensee is desirous of taking a portion of the said premises on
leave and licence basis for use as software development center, more
particularly described in the Schedule appended hereto (hereinafter referred to
as "the said premises").

5.  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
    Licensors.

6.  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.

7.  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 Licensors.

8.  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 Licensors shall effect
    such repairs or make reconstruction at their own cost.

9.  The license is given only for carrying out bonafide business activities of
    the Licensee. The Licensee shall make use of the said premises carefully
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     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.

10.  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.

     Licensors 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.

11.  The Licensors 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.

12.  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.

13.  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 Licensors.

14.  The Licensee shall be terminated at the end of 28th day of February, 2008.
     However, the Licensors may terminate the licence earlier by giving notice
     of termination to the Licensee of not less than one hundred and twenty
     (120) days.

15.  The Licensors or their authorised representatives  shall at all times
     during continuance of the license be entitled to inspection of the said
     premises.

16.  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.

17.  In the event of determination or revocation of the licence for any reason
     whatsoever, the Licensee shall forthwith hand over to the Licensors 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 Licensors 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,
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     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 Licensors shall be entitled to recover from the
     Licensee all such charges remaining unpaid by the Licensee.

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

19.  The Licensors agree that they will give the Licensee the option to take
     additional space in the building known as "Mac Commerce Park" on leave and
     license any other party on terms which shall not be unfavourable the
     Licensors than those that could be acceptable to such other party.


                                    SCHEDULE

Office premise admeasuring about 13,000 square feet on the Third Floor and
basement admeasuring about 10,000 square feet or thereabouts in the
multistoreyed commercial building know as "Mac Commerce Park" admeasuring 55,000
square feet of built up area and basement area of 10,000 square feet or
thereabouts situated on ten grounds and 1371 square feet of land situated in
Adyar Village comprised in T.S. No.5, Block No.7 bearing municipal Door No. 106
to 109, Mount Road, Guindy, Chennai 600 032 bounded on the
 
             North by T.S. No.6
             South by T.S. No.4
             East by T.S. No.7
             West by T.S. No.5/1

Within the Sub-registration District of Adyar in Registration District of South
Chennai.

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


SIGNED, SEALED AND DELIVERED    )


By the Licensors
(1)  Sunil Wadhwani             )  /s/ Sunil Wadhwani
(2)  Ashok Trivedi              )  /s/ Ashok Trivedi


SIGNED, SEALED AND DELIVERED    )
By the Licensee                 )
Mascot Systems Private Limited
By its Managing Director
Mr. Shekar Sivasubramanian      )  /s/ Shekar Sivasubramanian