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                                                                   Exhibit 10.31

                                  SARASWAT - I

[GRAPHIC]

This Agreement made at Mumbai this 25th day September of 1997 between Software
Technology Park Pvt. Ltd., an existing company within the meaning of the
Companies Act, 1956, having its registered office at A-1, Technology Park, MIDC,
Talwade, Pune 412 114 (herein after referred to as "The Owners") which
expression shall be deemed to include its successors and assigns of the ONE PART
and Kanbay Software (I) Pvt. Ltd. an existing company within the meaning of the
Companies Act, 1956, having its registered office at 602, Kismet, North Avenue,
Santa Cruz (West), Mumbai 400 054 (hereinafter referred to as "The Users") which
expression shall be deemed to include its successor and assigns of the OTHER
PART.

WHEREAS the Owners have in accordance with the permission by the Government of
India established a Technology Park for software export through dedicated
Satellite Earth Station out of its facilities at its 100% export oriented unit
established at A-1, Technology Park, MIDC, Talwade, Pune 412114.

WHEREAS the Owners have been operating an Earth Station leased by it from Videsh
Sanchar Nigam Limited (VSNL) in terms of agreement dated 6th September 1989 with
the said VSNL at the aforesaid premises at MIDC, Talwade, Pune 412 114 on or
after 1st April, 1994.

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[GRAPHIC]

WHEREAS the owners have been allowing certain parties including the parties
hereto of the other part to use the Earth Station leased by it from VSNL as per
the agreement entered into by it with VSNL.

AND WHEREAS, the Owners, have installed 64 KBPS Data Communication Satellite
Link/s together with the requisite equipments, furniture, articles and things as
per Schedule I hereto annexed for using the said equipment together with the
requisite equipments, furniture, articles and things, as per Schedule I hereto
annexed for running the said equipment (hereinafter referred to as the
"Facilities").

AND WHEREAS the Owners have entered into an Agreement with VSNL on 19th day of
January 1993 for using the aforesaid satellite link for other users on the
condition that the owners shall continue to be liable to VSNL for all charges
and other obligations contained in the aforesaid agreement and that the owners
shall not transfer the ownership and other rights in the various facilities
installed and used by the owners at the aforesaid factory premises without the
written consent of VSNL and other authorities.

AND WHEREAS The Users had approached the Owners to allow the Users to use the
said Facilities for the purpose of development and support of software only for
a period of three years for service charges specified in Schedule II commencing
from 1st December 1995 which could be renewed for a further period of five
years purely on temporary basis to which the Owners have agreed on the following
terms and conditions mutually agreed by and between the parties hereto:

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NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

1.   The Users have agreed with the Owners for the use of the requisite
     equipments, furniture, articles and things, as per Schedule I hereto
     annexed (herein after referred to as the "Facilities") installed at A-1,
     Technology Park, MIDC, Talwade, Pune 412 114 so that the Users together
     with other permitted parties would have access to use, the said Facilities
     for a limited period of Three plus Five years commencing from 01st December
     1995 and expiring as on 30th November 2003 for the purposes of and to
     facilitate the carrying on the business of the users.

2.   The Users had deposited with the Owners a sum of Rs.230,000/- (Rupees Two
     Lakh Thirty Thousand Only) as security for the due fulfilment of the terms
     and conditions of the Agreement and also to ensure good conduct, proper
     management and regular payment of dues. The said amount will remain with
     the Owners free of any interest till the expiration of the period of this
     Agreement or termination thereof on account of any breach of the terms and
     conditions thereof by the Users.

3.   The parties hereto have been negotiating the terms and conditions governing
     this arrangement though no formal agreement was drawn up and since almost
     two years have elapsed, it is hereby agreed that all payments made for and
     upto 30th September 1997 shall be deemed to have been made towards User
     Charges upto that date and all such payments will be deemed to have been
     made in full and final settlement of those dues and no further charges
     shall be demanded by the Owners. It is further agreed that the new rate of
     charges will become effective from 1st October, 1997.

4.   The Users hereby further agree and undertake to regularly and punctually
     pay to the Owners every month an amount as determined as per Schedule II,
     which is at the rate of Rs. 112.00 per hour commencing with effect from 1st
     October 1997, for using the Facilities (hereinafter referred to as the
     "stipulated amount") owned by the Owners. The entire output from the
     operation of the Facilities shall belong to and shall be to the account of
     the Users only.

5.   The Users agree to pay all dues within 7 days of demand by the Owners. The
     time of payment of dues as aforesaid shall be deemed to be the essence of
     the contract. The facilities shall be made available round the clock at all
     times for the Users by the Owners and the charges for the aforesaid use
     shall be payable irrespective of actual use by the Users.

6.   The Users shall obtain and maintain at their own expenses all licences or
     authorisations such as excise, octrol, sales tax and others, which are
     required to be obtained by the Users in respect of the said Facilities and
     all such licences will show the name of the Users only as Users. Any
     default of the terms and conditions mentioned in such licences or
     authorisations shall be to the account of the Users only and the Owners
     shall not be responsible thereto.

/s/ Authorized Party

/s/ Authorized Party

                                                                               3
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7.   The owners have agreed to provide various other utility services viz.:
     a) Power
     b) Water
     c) Security
     d) Catering /Canteen facilities
     e) Garden maintenance
     f) Electrical maintenance
     g) Plumbing Maintenance
     h) Car parking facilities
     i) Air conditioning
     j) Carpeting
     k) Telephones
     l) Fax
     m) Photocopying facilities
     n) Playground

     The Users shall pay for availing of the aforesaid and other agreed services
     on actuals on demand been made by the owners in addition to the stipulated
     amount as mentioned in para 3 of this Agreement.

8.   The Users hereby agree and clearly understand that the ownership and
     control of the said Facilities has and always, remain with the Owners. The
     allowing of the use of the equipments, furniture, articles and things
     belonging to the Owner is a part of this Agreement and of the buildings
     along therewith is incidental thereto being inseparable therefrom.

9.   The Users shall have no right to assign the benefit of this Agreement
     without the prior written consent of the Owners. Any consent granted by the
     Owners to any assignment of the Agreement shall not be deemed a waiver in
     any subsequent case of this Agreement contained against assignment and
     shall not absolve the Users in respect of any liability under this
     Agreement.

10.  The Owners shall be entitled to visit the said Facilities at all times to
     view the conduct of the business including equipments, furniture, articles
     and things therein without any obstruction or objection from the Users or
     their employees.

11.  This Agreement shall not mean or shall not be construed to mean that the
     Owners have parted with the Facilities or any part or portion thereof nor
     that the Owners have created any right of tenancy or subtenancy or other
     right or interest in respect of the said Facilities nor shall the Users
     claim any such right or take shelter under the provisions of say Rent
     Control Act or any other law for the time being in force. This Agreement is
     in promotion of the business interest of both sides and in furtherance
     thereof.

12.  The Users undertake to carry on the said business at their entire risk and
     responsibility. The Users shall conduct the said business in accordance
     with the rules and regulations of the Government, local authority,
     Municipality, Police or

/s/  Authorized Party

/s/  Authorized Party

                                                                               4
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     any other authority for the time being in force applicable to the running
     of the said business as also in accordance with the terms and conditions of
     this Agreement. In the event of any default or breaches on the part of the
     Users of the provisions thereof they shall be solely responsible for any
     claim, demand, costs, charges, penalty and punishment in respect thereof.
     And the Users shall indemnify and keep the Owners in respect thereof
     provided however that the Owners alone shall be responsible for payment and
     discharge of all liabilities accrued and incurred by the Owners prior to
     herebefore and the Owners agree that they shall continue to remain liable
     for payment of such liabilities.

13.  The Users shall not pledge the credit of the Owners.

14.  The Users shall not at any time during the continuance of this Agreement do
     any act, deed or thing whereby the said Facilities or any part thereof
     shall become encumbered or the rights of the Owners in respect thereof
     jeopardized nor shall the Users represent to any third party including the
     bankers of the Users or financial bodies or any other authorities concerned
     that the Users are the Owners of the said premises, in which the Users have
     been permitted to carry on the said business nor shall the Users create any
     lien or charge whether in favour of any bank or private party or parties or
     persons in respect of any goods lying in the said Facilities and belonging
     to the Owners nor shall the Users allow any attachment being levies either
     on the said Facilities or equipments, furniture and other articles
     belonging to the Owners and lying and being in the said Facilities.

15.  The Users undertake not to make any structural or other changes or
     additions or alteration to the Facilities except with the previous
     permission in writing from the Owners, which shall not be unreasonably
     withheld by the Owners.

16.  The Users shall take good care of the Facilities and other equipments,
     furniture, articles and things as contained in the Schedule I hereto
     annexed and belonging to the Owners subject to reasonable wear and tear.
     The Users shall leave all such equipments, furniture, articles and things
     of the Owners in good repair order and condition on the expiry of the
     period of this Agreement or its earlier termination on breach of any terms
     and conditions of the Agreement, reasonable wear and tear excepted.

17.  The Users undertakes to quietly and peacefully vacate the said Facilities
     belonging to the Owners on completion of the period of the Agreement or its
     earlier termination, as the case may be, without raising any objection of
     any nature whatsoever.

18.  In the event of the Agreement coming to an end by efflux of time provided
     the Users have not committed any breach of the terms of the Agreement and
     provided the Users have paid all amounts due to the Owners in accordance
     with the terms and conditions hereof, the Owners shall refund to the Users
     the said amount deposited under clause 2 hereinabove without interest on
     the

/s/  Authorized Party

/s/  Authorized Party

                                                                               5
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     Users handing over possession of the said facilities including equipments,
     furniture, articles and things lying in the said Facilities & belonging to
     the Owners as herein above.

19.  Without prejudice, to the other rights and remedies of the Owners under
     this Agreement or in law and in case of breach of the terms of this
     Agreement by the Users, the Owners shall give 60 days notice in writing to
     the Users, to set right and make good the said breach or breaches by the
     Users and if despite such notices, the Users persists with the breach or
     breaches or do not set right the said breach or breaches, the Owners may at
     its option put an end to this Agreement by either giving notice in writing
     in 60 days to the Users terminating this Agreement or the Owners may set
     the breach or breaches right in any way that may be possible within their
     capacity or means at the risk, costs, charges, expenses and damages of the
     Users and the Owners shall have the right to recover the same from the
     Users at the cost of the Users and be indemnified by the Users there
     against.

20.  Wherever in this Agreement the consent of the parties is required, such
     consents or approval shall not be unreasonably withheld.

21.  If the Users desire to terminate this Agreement in the event of there being
     a breach before the expiry of the period of this Agreement, then the Users
     shall give to the Owners three months notice in writing of their intention
     to give back the facilities of the Owners. At the end of the expiry of the
     said three-calendar months period, the Users shall returned the facilities
     of the Owner. The Owners will after a further period of 15 days from the
     date thereof refund to the Users the balance deposit without interest
     subject to deduction for amounts due and payable by the Users to the Owners
     or such person or persons in connection with this Agreement. After the
     expiry of the period as specified in Schedule II to this agreement, this
     agreement may be renewed / extended for such further period and on such
     terms and conditions as may be mutually agreed.

22.  The failure of either party to insist upon a strict performance of any of
     the terms and conditions of this Agreement or to exercise any option, right
     or remedy herein contained, shall not be construed as a waiver or as a
     relinquishment for the future of such term, provision, option, right or
     remedy but the same shall continue and remain in full force and effect. No
     waiver by either party of any term of provision hereof shall be deemed to
     have been made unless expressed in writing and signed by such party. In the
     event of consent by either party to an assignment of this Agreement, no
     further assignments shall be made without the express consent in writing of
     such party, unless such assignment may otherwise by made without consent
     pursuant to the terms of this Agreement.

23.  Save as herein provided if at any time any dispute or differences shall
     arise between the parties hereto and / or any persons or person claiming
     through or under then respectively whether in connection with any of the
     terms and provisions of this Agreement and / or as regards the respective
     rights and

/s/  Authorized Party

/s/  Authorized Party

                                                                               6
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     obligations of the parties hereto and all other matters arising out of or
     relating to or touching this Agreement such disputes and differences shall
     be referred to the arbitration of two Arbitrators one to be appointed by
     each of the parties and the provisions of The Arbitration and Conciliation
     Act, 1996, and any statutory modification or re-enactment thereof shall in
     that case apply to such arbitration and the arbitrator or arbitrators or
     the Umpire that may be appointed under the provisions of the said Act shall
     have summary powers. Courts at Mumbai alone will have jurisdiction to
     entertain and try and disputes between the parties.

24.  Any notice required or permitted by this Agreement to be given by the
     Owners to the Users shall be in writing and shall be addressed to the Users
     at 602, Kismet, North Avenue, Santa Cruz (West), Mumbai 400 054 or at such
     other address as the Users may from time to time designate to the Owners in
     writing. Any notice required or permitted by this Agreement to be given by
     the Users to the Owners shall be in writing and shall be addressed to the
     Owners at A-1, Technology Park, MIDC, Talwade, Pune 412 114 or at such
     other address as the Owners may from time to time designate to the Users in
     writing.

25.  All other appropriate supplemental Agreements or other instruments
     necessary or desirable in order to make this Agreement and each provision
     hereof fully and legally effective and binding, or to carry out the intent
     and purpose thereof, but not inconsistent with any of the provisions hereof
     shall be executed and delivered and all other acts necessary of appropriate
     for such purpose shall be duly or effectively executed, done or taken by
     the parties hereto.

26.  This Agreement together with other writing signed by the parties expressly
     stated to be supplemental hereto and together with any instruments to be
     executed and delivered pursuant to this Agreement constitutes the entire
     Agreement between the parties and supersedes all prior undertakings and
     writings and may be changed only by writing signed by the parties hereto.


IN WITNESS THEREOF the Owners and the Users have set and subscribed their hands
and seals the day and year first above written.


SIGNED, SEALED AND DELIVERED by the  }    For SOFTWARE TECHNOLOGY PARK PVT. LTD.
withinnamed Software Technology      }
Park Pvt. Ltd.                       }      /s/ Authorized Party
in the presence of M. G. DALAMAL     }                                  DIRECTOR
                   -----------------
                   /s/ M. G. DALAMAL


SIGNED, SEALED AND DELIVERED by the  }       For KANBAY SOFTWARE (I) PVT LTD
withinnamed Kanbay Software (I)
Pvt. Ltd.                            }            /s/ Dileep R Nath
in the presence of C. K. CHHABRA     }              DILEEP R NATH
                   ----------------                Managing Director
                   /s/ C. K. CHHABRA

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                                   SCHEDULE I

     IBS Earth Station
     Control Room
     Microwave Tower
     Other necessary telematics equipment incidental thereto

Installed in the premises of the Owners at MIDC Talwade Pune 412114 and
available for the use of users for transmission of software from and through
Module I in the said premises.

                                                      Sarswathi

                                     --///--


                                   SCEHDULE II

<Table>
<Caption>
                             Maximum Charges
                              per annum and
        Period             proportionately for    Rate per hour
From          To              part thereof
<S>          <C>           <C>                      <C>
01.10.1997   30.11.1997    Rs. 3,28,000/-           Rs. 111.00
01.12.1998   30.11.1998    Rs. 10,52,000/-          Rs. 120.00
01.12.1999   30.11.1999    Rs. 13,97,000/-          Rs. 160.00
01.12.2000   30.11.2000    Rs. 14,95,000/-          Rs. 171.00
01.12.2001   30.11.2001    Rs. 16,00,000/-          Rs. 183.00
01.12.2002   30.11.2002    Rs. 17,12,000/-          Rs. 195.00
01.12.2003   30.11.2003    Rs. 18,31,000/-          Rs. 209.00
</Table>

                                                   /s/ Dileep R Nath

                                                   /s/ Authorized Party

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