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                                                                   Exhibit 10.20

[GRAPHIC]                                               /s/ K. Rama chandravathi
                                                          K. RAMA CHANDRAVATHI

                                   LEASE DEED

This Lease Deed ("Lease") is made and executed as of the 29th day of September
2003 by and between JVP Soft Private Limited, a Company within the meaning of
the Companies Act, 1956 and having its registered office at Plot # 5, Software
Units Layout, Madhapur, Hyderabad - 500 081 represented through its authorised
signatory, Mr. Jayapal Reddy, Chairman (hereinafter referred to as the "Lessor")
which expression shall where the context admits include its successors and
assigns of the ONE PART

And

Kanbay Software (India) Private Limited, a Company within the meaning of the
Companies Act, 1956 and having its registered office at A-1, Technology Park,
MIDC, Talwade, Pune 412 114, represented through its authorised signatory, Mr.
Manoj Menon, Vice President thereinafter referred to as the "Lessee") which
expression shall where the context admits include its successors and assigns of
the OTHER PART.

WHEREAS the Lessor had entered into an Agreement for Sale dated 28th September
1998 with Andhra Pradesh Industrial Infrastructure Corporation Limited (APIIC)
for purchase of land admeasuring 1.495 Acres which is equivalent to 7,235.80
Square Yards in Plot No. 5 at Software Unit Layout Phase 1 in Survey No. 64/2 of
Madhapur Revenue Village, Serilingampalli Mandal Ranga Reddy District, Andhra
Pradesh subject to the establishment of a Software Development Unit on the said
land.

                                                                 /s/ Manoj Menon

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AND WHEREAS upon the Lessor establishing the Software Development Unit in terms
of the aforementioned Agreement for Sale, APIIC has conveyed the title to the
land admeasuring 1.501 Acres equivalent to 7,264.84 square yards situated in
Plot No. 5 at Software Units Layout, Phase 1, in Survey no. 64/2 of Madhapur
Revenue Village, Serilingampalli Mandal, Ranga Reddy District, Andhra Pradesh to
the Lessor through an Absolute Sale Deed dated 31st May 2001 and registered as
document no. 3853 of 2001 in the office of the Joint Sub-Registrar -- I, Ranga
Reddy District, Andhra Pradesh.

AND WHEREAS the Lessor is the absolute owner of the property located at Plot
No. 5, Software Units Layout, Madhapur, Serilingampally Municipality, Ranga
Reddy District (the "Property") which is free from all claims and encumbrances.

AND WHEREAS the Lessor and the Lessee wishes to enter into a lease arrangement
for the "Demised Premises" as described in Exhibit "C" attached hereto with this
Lease Deed for the term and subject to the conditions and agreements herein
contained.

NOW THIS DEED OF LEASE WTTNESSETH AS FOLLOWS:

In consideration of the mutual promises and agreements set forth in this Lease
Deed together with the Exhibits and any Addenda attached hereto, the Lessor and
the Lessee agrees as follows:

SECTION 1.  EXHIBITS.

This Lease together with the Exhibits annexed hereto and hereinafter described,
are by reference incorporated herein and made a part hereof as though fully set
forth in the text of this Lease. The Exhibits consist of the following:

     Exhibit A - General Terms & Conditions

     Exhibit B - Building Premises, Demised Premises and Demised Room

     Exhibit C - Operating Expenses

     Exhibit D - Definitions

SECTION 2.  DEMISED PREMISES

(a)  The Lessor hereby demises and leases unto Lessee, and Lessee does take on
lease from the Lessor, the office space admeasuring 14,530 square feet on the
First Floor (South Side) of the building situated at # 5, Software Unit Layout
morefully described in Exhibit "C" hereunder and herein referred to as the
"Demised Premises" together

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                        b
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     with easements, rights and advantages appurtenant thereof, for setting up
     their office premises together with the right of the Lessee, its employees,
     agents, contractors and servants to the use of the Demised Premises.

(b)  In consideration of the rent and security deposit to be paid on the part of
     the Lessee as provided in Section 4 and 5 hereunder respectively and of the
     covenants and conditions contained in the Exhibits annexed to this lease
     deed to be observed and performed by the parties hereto, the Lessor doth
     hereby grant and demise the Demised Premises to the Lessee for carrying out
     their business including using the Demised Premises for office under the
     name and title of M/s. Kanbay Software India Private Limited and/or any of
     the Lessee's subsidiaries/affiliates or any other entity belonging to the
     Lessee's group of companies pertaining to the business of Information
     Technology and/or Information Technology Enabled Services (ITES) commencing
     from 1st January 2004 (hereinafter referred to as the COMMENCEMENT DATE).
     However, in the event the Lessee is desirous of taking lease of the Demised
     Premises prior to the commencement date, the Lessor shall grant permission
     for the same and the terms of this lease deed will commence from such prior
     date accordingly (hereinafter referred to as the PRIOR COMMENCEMENT DATE).
     In the case of happening of such an event the occurrence of the prior
     commencement date shall be intimated by the Lessee to the Lessor in writing
     and/or in any other media such as facsimile or electronic-mail and the said
     prior commencement date is hereinafter agreed by both parties to be
     construed as the commencement date of this lease deed.

(c)  Notwithstanding the commencement date mentioned in clause (b) above, the
     Lessor doth hereby grant and agrees to demise to the Lessee a room
     admeasuring 650 (six hundred and fifty) square feet being a portion of the
     Demised Premises more fully described in the Exhibit C hereunder and
     hereinafter referred to as the "demised room" to be used by the Lessee,
     inter alia, as the storage for critical computer machinery such as servers
     and other related equipments commencing from 15th October 2003 (hereinafter
     referred to as the COMMENCEMENT DATE FOR DEMISED ROOM). However, it is
     hereby agreed by the parties that for the purpose of calculating the period
     of the lease for the demised room with respect to termination, enhancement
     of rent including the conditions thereto and the operating expenses as
     provided in Sections 3(b), 3(e), 4 and 6 of this lease deed, the
     commencement date for demised room shall be considered to be the
     commencement date of this Lease.

SECTION 3.  TERM & TERMINATION

     This Lease and the partie's respective rights, obligations and liabilities
     hereunder shall be effective from "the commencement date" (hereinafter
     referred to as "the commencement date for demised room") of the demised
     room being a portion of the Demised Premises to be leased to the Lessee and
     from the "commencement date" in terms of the provisions of Section 2 (b) of
     this Lease for the balance portion of the Demised Premises. The Lessor
     shall deliver free and vacant possession of the Demised Premises including
     the demised room to the Lessee on the date of execution

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                        c
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     of this lease deed and the Lessee shall take possession subject to the
     Lessor providing "Provisional Occupancy Certificate" of the South Wing of
     the building premises comprising of the Ground Floor, First Floor and
     Second Floor to be issued by the Municipal Corporation of Hyderabad (MCH)
     or any other competent authority in this respect on or before 15th November
     2003. In the event the Lessor is unable to provide the Occupancy
     Certificate on or before 15th November 2003, the Lessee shall have the
     right to suspend the payment of the Rent until the production of the
     Provisional Occupancy Certificate.

(b)  The term of this Lease shall commence from the Commencement Date and ending
     at 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Lessee shall
     have the sole option to renew the lease for further period (s) on the same
     terms and conditions as mentioned herein subject to an increase in lease
     rent as mentioned in Section 4 below. However, in the event, the Lessee
     continues to remain in possession of the Demised Premises only for 3
     (three) months after the Expiration Date of this Lease, the increase in
     Lease Rent will not be applicable. The enhanced Lease Rent will be
     applicable from 16th March 2005 retrospectively in the event the period of
     Lease extends beyond the aforementioned 3 (three) months from the
     Expiration Date of this Lease.

(c)  In case, the Lessee intends to renew the lease for further period/s after
     the Expiration Date of this Lease, it shall do so by issuing a written
     notice of such intention to the Lessor at least 3 (three) months prior to
     the expiry of this Lease.

(d)  In the event the parties are not desirous of seeking extension of the Lease
     beyond the initial lease term then the Lessee shall hand over the
     possession of the Demised Premises in good condition subject to normal wear
     and tear. The Lessee clearly understands and agrees that the Demised
     Premises shall at all times be the property of the Lessor and shall not get
     transferred, at any time or at the end of the term of this Lease, to the
     Lessee.

(e)  The Lessee can terminate this Lease any time after 11.59 p.m. of 14th
     September 2004 by giving at least three (3) months prior notice, in writing
     to the Lessor.

(f)  Notwithstanding anything contained herein, in the event, either party
     commits any breach or fails to observe or perform any of the covenants,
     terms and conditions under this Deed or any exhibits forming part of this
     Deed the aggrieved party shall have the option to forthwith terminate the
     Lease. This would be without prejudice to the other legal rights of the
     aggrieved party in respect of such breach by the party committing such
     breach.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                        d
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SECTION 4   RENT

Commencing on the "Commencement Date" and the "Commencement Date for the Demised
Room" respectively, the Lessee covenants and agrees to pay to Lessor a monthly
rent as follows:

The Lessee has agreed to pay to the Lessor Rs. 25.00 (Rupees twenty-five only)
per square feet per month with effect from the Commencement Date of this Lease
and the Commencement Date for Demised Room towards the monthly rent for the
Demised Premises and the Demised Room respectively in advance on or before the
15th day of each Lease month for which it is due subject to deduction of tax at
source as may be applicable. However upon extension of the lease beyond 3
(three) months from the Expiration Date of this Lease, the monthly rent will be
enhanced to Rs. 27.00 (Rupees twenty seven only) per square foot up to 15th
March 2006. In the event, the Lessee continues to remain in possession of the
Demised Premises only for 3 (three) months after the Expiration Date of this
Lease, the increase in Lease Rent will not be applicable. The enhanced Lease
Rent will be applicable from the 1st (first) month after the Expiration Date of
this Lease retrospectively in the event the period of Lease extends beyond 3
(three) months from the Expiration Date of this Lease.

SECTION 5   SECURITY DEPOSIT

The Lessee agrees to pay and maintain an amount equivalent of four (4) months
rent for the Demised Premises as described in section 4 amounting to Rs.
14,53,000.00 (Rupees fourteen lakhs fifty three thousand only) on account of
interest free refundable security deposit (hereinafter "IFRSD") in two
instalments, the first instalment of Rs. 6,00,000.00 (Rupees six lakhs only)
payable on 1st October 2003 and the final instalment of Rs. 8,53,000.00 (Rupees
eight lakhs fifty three thousand only) payable on 1st December 2003. The Lessor
shall be entitled to adjust the IFRSD against the rent payable for the notice
period and the balance (unadjusted) amount of IFRSD shall be refunded to the
lessee simultaneously against the handing over of possession of Demised Premises
on the expiry or earlier termination of this Lease, as the case may be. However,
the Lessee shall pay the lessor, electricity, water and telephone usage charges
pertaining to the Demised Premises up to handing over of the Demised Premises.

SECTION 6   OPERATING EXPENSES

(a)  The Lessee shall pay the maintenance charges for the said facilities and
     amenities in proportion to the chargeable area i.e., the area admeasuring
     14,530 square feet of the Demised Premises. However, the Lessee shall not
     be liable to pay the maintenance charges till 15th March 2004. The Lessee
     shall pay the maintenance charges at the rate of Re. 1.00 (Rupee one only)
     per square feet of chargeable area of the Demised

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                        e
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     Premises per month for a period of 6 (six) months commencing from 16th
     March 2004 and at the rate of Rs. 2.00 (Rupees two only) per square feet of
     chargeable area, i.e., the area admeasuring 14,530 square feet of the
     Demised Premises per month commencing from 16th September 2004 till the
     Expiration Date of this Lease. In the event the Lessee continues after the
     Expiration Date of this Lease, the Lessee shall pay the maintenance charges
     at the rate of Rs. 3.00 (Rupees three only) per square feet per month upto
     15th March 2006. However, the increase in the maintenance charges will not
     be applicable, in the event, the Lessee continues to remain in possession
     of the Demised Premises only for 3 (three months) after the Expiration Date
     of this Lease. The enhanced maintenance charges will be applicable from the
     1st (first) month after the Expiration Date of this Lease retrospectively
     in the event the period of Lease extends beyond 3 (three) months from the
     Expiration Date of this Lease.

(b)  The Lessee shall pay the monthly maintenance fees simultaneously with the
     lease rent in advance on or before the 15th day of each Lease month for
     which it is due. The Lessor to bear and pay the maintenance charges over
     and above the rates mentioned above in respect of the Demised Premises.

IN WITNESS WHEREOF, Lessor and Lessee have read and understood this Lease along
with the Exhibits attached and have executed the same in duplicate under seal as
of the day and year first above written.


Witnesses/attest as to Lessor:          LESSOR:

1. By     /s/ A Srinivasa Murthy             By     /s/ Jayapal Reddy

   Name   A SRINIVASA MURTHY                 Name   JAYAPAL REDDY

   Title  MANAGER                            Title  CHAIRMAN

2. By     /s/ Nitin Bichala

   Name   NITIN BICHALA

   Title  MANAGER

                                        f
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Witnesses/attest as to Lessee:          LESSEE:

1. By     /s/ Debanjan Banerjee         By     /s/ Manoj Menon

   Name   DEBANJAN BANERJEE             Name   MANOJ MENON

   Title  ASSOCIATE, FOX MANDAL         Title  VICE PRESIDENT
          SOLICITORS & ADVOCATES

2. By     /s/ J. Venkateshwar Rao

   Name   J. VENKATESHWAR RAO

   Title  ADVOCATE

                                        g
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                                   EXHIBIT "A"

                          GENERAL TERMS AND CONDITIONS

                                       TO

                               LEASE DEED BETWEEN
                           JVP SOFT (P) LTD. (Lessor)
                                       AND
                  KANBAY SOFTWARE (INDIA) PVT. LIMITED (Lessee)

  TABLE OF CONTENTS

<Table>
<S>                                                                                  <C>
FACILITIES & AMENETIES .........................................................      3

  GTC-1:       FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR .................      3
  GTC-2:       MAINTENANCE .....................................................      4
  GTC-3:       ELECTRICITY .....................................................      4
  GTC-4:       WATER ...........................................................      5
  GTC-5:       DIESEL GENERATOR SET ............................................      5
  GTC-6:       AIR CONDITIONING ................................................      6
  GTC-7:       CAFETERIA .......................................................      6
  GTC-8:       PARKING .........................................................      6
  GTC-9:       SUSPENSION OF FACILITIES ........................................      7

RENTS, REIMBURSEMENTS, TERM & TERMINATION ......................................      8

  GTC-10:      HOLDING OVER ....................................................      8
  GTC-ll:      RENT ............................................................      8
  GTC-12:      SURRENDER OF DEMISED PREMISES ...................................      9

RULES & REGULATION FOR USE OF PREMISES .........................................     10

  GTC-13:      USE OF PREMISES .................................................     10
  GTC-14:      RULES & REGULATIONS .............................................     11
  GTC-15:      ASSIGNMENT AND SUBLETTING .......................................     11
  GTC-16:      ALTERATIONS .....................................................     12
  GTC-17:      CONDITION OF DEMISED PREMISES ...................................     13
  GTC-18:      FURNITURE AND EQUIPMENT .........................................     13
  GTC-19:      REPAIRS AND INSPECTION ..........................................     13
  GTC-20:      LESSEE'S INSURANCE ..............................................     14
  GTC-21:      CHANGES TO BUILDING SYSTEMS/ LESSEE EQUIPMENT ...................     14
  GTC-22:      DAMAGE TO PROPERTY ..............................................     15
  GTC-23:      FIRE AND OTHER CASUALTY DAMAGE TO DEMISED PREMISES ..............     15

MISCELLANEOUS ..................................................................     16

  GTC-24:      THE LESSOR HEREBY COVENANTS WITH THE LESSEE THAT ................     16
  GTC-25:      WAIVER OF SUBROGATION; INDEMNITY ................................     17
  GTC-26:      DEFAULT OF LESSEE ...............................................     18
  GTC-27:      WAIVER ..........................................................     19
  GTC-28:      CONDEMNATION ....................................................     20
  GTC-29:      RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT LATE PAYMENTS ..........     20
  GTC-30:      NO REPRESENTATION BY LESSOR .....................................     21
  GTC-31:      BROKERS .........................................................     21
  GTC-32:      NOTICES .........................................................     21
  GTC-33:      FINANCING REQUIREMENTS ..........................................     21
  GTC-34:      PEACEFUL ENJOYMENT OF DEMISED PREMISES...........................     21
  GTC-35:      SUCCESSORS AND ASSIGNS ..........................................     22
  GTC-36:      NAME OF PROPERTY ................................................     22
  GTC-37:      SIGNS ...........................................................     22
  GTC-38:      ENTIRE AGREEMENT/ SURVIVAL ......................................     22
  GTC-39:      APPLICABLE LAWS .................................................     22
</Table>

                                      - 1 -
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<Table>
  <S>                                                                                <C>
  GTC-40:      EXONERATION .....................................................     22
  GTC-41:      PARTIAL INVALIDITY ..............................................     23
  GTC-42:      ARBITRATION .....................................................     23
  GTC-43:      PRONOUNS ........................................................     23
  GTC-44:      CAPTIONS AND SECTION NUMBERS ....................................     23
  GTC-45:      RECORDING .......................................................     24
  GTC-46:      TIME OF THE ESSENCE .............................................     24
  GTC-47:      STAMP DUTY, REGISTRATION CHARGES AND OTHER EXPENSES .............     24
  GTG-48:      NO PARTNERSHIP ..................................................     24
  GTC-49:      LESSEE'S AUTHORITY ..............................................     24
</Table>

                                      - 2 -
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                             FACILITIES & AMENETIES

GTC-l:          FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR

The Lessor agrees to provide the following amenities and facilities apart from
the super built-up areas described in Exhibit 'A' for which sums mentioned in
Section 4 shall be charged from the Lessee

(a)      Office Space shall provide for

         (i)    Air-conditioning units for the Demised Premises as described in
                GTC-6, Exhibit 'A'

         (ii)   Polished Mosaic Flooring

         (iii)  Provision to connect to the central Fire Alarm system

(b)      Lobby Areas in the Main Building with

         (i)    Air-conditioning

         (ii)   Lighting

         (iii)  Four (4) numbers 13-passenger high speed elevators

         (iv)   Fire alarm system

(c)      Other Utilities and amenities

         (i)    Water for Lavatory purpose

         (ii)   Electrical Sub-station

         (iii)  Diesel Generating Set as an alternate source for power supply,
                full backup power

         (iv)   Electrical Load sanction for 1000 KVA for the use of the entire
                premises

         (v)    Fire Fighting system

         (vi)   Ample Parking Conditions apply, as described in GTC-8. Exhibit
                'A'

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                      - 3 -
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GTG-2:          MAINTENANCE

(a)      The following facilities (but not limited to) shall be provided by the
         Lessor as part of the Maintenance of the Campus for which the sum
         defined in Section 6 (of the Lease Deed) as Maintenance Rent shall be
         charged to the Lessee

         (i)    Twenty-Four hour Security Guards at all entry and exit points
                from the Campus. These security Guards shall perform routine
                checks for all inward and outward movement of men, material and
                machinery. The Lessee shall provide for Security at its expense
                at all entry and exit points of the Office Space.

         (ii)   Housekeeping shall be carried out and limited to common areas
                (Lobbies, Cafeteria, Fire Escape Stairs, Internal Staircases,
                Parking, Roads, Pathways, Courtyard, fountains & landscape
                gardens). The Lessee shall carry out housekeeping inside the
                Office Space.

         (iii)  General Pest and rodent Control measures shall be carried out in
                the common areas and around the Buildings. Lessee shall arrange
                for carrying out General Pest and rodent control activities
                inside the Office Space.

         (iv)   Civil Maintenance of the structures, roads and pathways shall be
                carried out from time to time or as and when required to
                maintain them for regular use. Such maintenance shall normally
                include waterproofing, painting, plastering, flooring, plumbing
                etc. The Lessor shall not be responsible for any damages caused
                to structure by the Lessee. Such damages shall be rectified at
                the cost of Lessee, to be included as Reimbursements.

         (v)    Maintenance of all the Equipment provided by the Lessor as part
                of facilities and amenities in the Rent. This includes
                preventive maintenance, routine maintenance, annual maintenance,
                spares etc. The Lessor will ensure minimum breakdown of the
                equipment and restore the services at the earliest.

         (vi)   Regular maintenance in respect of electrical installations
                provided by the Lessor as part of facilities and amenities in
                the Rent. The work generally includes replacement of electrical
                consumables, replacement of light fittings and consumables etc.
                The Lessee is responsible for his demised premises.

GTC-3:          ELECTRICITY

         (a)    1000 KVA power supply connection shall be made available for the
                Building from the electric utility company. The Lessee shall be
                entitled to power supply proportionate to the area occupied in
                the Demised Premises allotted in the Building Premises. In case
                the Lessee requires power in addition to its share of
                proportionate power supply, the Lessor shall assist and fully
                co-operate and

/s/ Jayapal Reddy

                                      - 4 -
<Page>

                procure the required additional power supply from the APTRANSCO
                or any other government body regulating the same.

         (b)    The necessary deposit and charges to provide the power supply
                connection shall be borne by the Lessor. The Lessee will not be
                entitled to any income or a share of any income that may be
                received on such deposits and charges.

         (c)    Lessee shall pay Lessor, monthly charges for electricity used in
                the Demised Premises at a rate equal to the rate which Lessee
                would otherwise pay for such service if the same were furnished
                to Lessee by the electric utility company supplying electricity
                to the Property ("utility's prevailing rate"). Any deposit to be
                paid to the utility company shall be the sole responsibility of
                Lessor. The Lessor at its own cost shall provide with separate
                electricity sub -meter for the Demised Premises during the Lease
                period.

         (d)    Lessor shall have the right, exercisable at any time during the
                Term, not to charge Lessee for electricity used as hereinbefore
                provided, and if such right is exercised, Lessee shall
                thereafter pay all charges for electricity directly to the
                electric utility company providing such service.

GTC-4:          WATER

(a)      1,50,000 liters per day of water supply will be made available by
         Lessor from APIIC. In case of intermittent water supply by the APIIC
         water shall be arranged from alternate sources. In the event the Lessee
         shall have to arrange for its own water supply the Lessor shall
         reimburse the expenses incurred by the Lessee for the same. In the
         event the Lessor fails to do so then the Lessee shall be entitled to
         deduct the costs incurred for the said installation from the rent
         payable in the immediate following month(s).

(b)      The necessary deposit and charges to provide the water supply
         connection shall be borne by the Lessor. The Lessee will not be
         entitled to any income or a share of any income that may be received on
         such deposits and charges.

GTC-5:          DIESEL GENERATOR SET

     (a)      The Lessor shall provide 100 % power back up by 2 X 500 Kva DG
              sets running in synchronization in case of power failure.

     (b)      The total expenditure incurred on purchase of the DG Sets will be
              borne by the Lessor there will not be separate metering of the
              same. The usage will be charged as per the prevailing power
              utility rates and the Lessee shall pay the same to the Lessor.

     (c)      Any other expenditure, other than mentioned in GTC-5 (b) above
              incurred for running or maintenance of the DG Set shall be borne
              by Lessor.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                      - 5 -
<Page>

GTC-6:          AIR CONDITIONING

(a)      Lessor will provide 41.7 Ton Air Condition Equipment of premium
         quality. The Lessee shall make provision to connect this Equipment to
         the Lessees source of power so that it can be metered by Lessees
         electricity sub-meter. The Lessee shall provide and install the
         connection from the unit at its own cost and means of circulation
         inside the Office space occupied by the Lessee from the
         Air-conditioners provided by Lessor, subject to scrutiny and
         confirmation of technical parameters by Lessor. The Lessor is not
         obliged to provide the circulation network within the Office Space
         occupied by the Lessee. The Lessee is at liberty to use the Air
         Conditioning equipment provided by the Lessor at any time as per his
         convenience.

GTC-7:          CAFETERIA

(a)      The Lessor shall provide for a common cafeteria for all the occupants
         of the Campus with the following facilities

         (i)    Four (4) numbers 13-passenger high speed lifts

         (ii)   Air-conditioning

         (iii)  Furniture

         (iv)   Kitchen Equipment

         (v)    Cutlery & Crockery

(b)      The Cafeteria is a self-service facility where disposal of used plates
         and glasses shall be done by the users.

(c)      The Lessee will pay for the consumption of food & beverages directly to
         the cafeteria management at rates mutually agreed upon by the Lessee
         and Cafeteria Management. The Lessor will not be responsible for
         determination of the terms of provision of food and beverages at the
         cafeteria by the Cafeteria Management.

(d)      The Cafeteria shall be used for the purpose of consumption of food &
         beverages only. The Lessee shall not utilize the cafeteria to conduct
         any meetings, discussions or any other group or individual activity
         without the prior consent of the Lessor.

(e)      If the Cafeteria is required for some meetings/parties by the Lessee
         prior permission from the Lessor should be obtained. Such meetings
         shall be held only at times when cafeteria is not being used. The
         Lessee agrees to pay the Lessor for such use at mutually agreed rates.

GTC-8:          PARKING

(a)      The Lessor shall provide for common covered parking area to accommodate
         one (1) car for every 750 SFT leased by the Lessee at no additional
         cost. At the current time the

/s/ Jayapal Reddy

                                      - 6 -
<Page>

         Lessee is leasing 14,530 square feet, therefore the Lessee is entitled
         for parking nineteen (19) cars. The Lessor reserves the right to
         accommodate open spaces within the Campus and provide for parking area
         for four/two wheelers.

(b)      Allotment of parking space will be at the sole discretion of the Lessor

(c)      The Parking space allotted to Lessee shall be for use of its own
         vehicles or for its employees' vehicles. Visitors shall not be allowed
         to utilize the parking area without prior approval by Lessor.

(d)      The Lessee shall avoid encroaching into parking areas allotted to other
         Lessees.

(e)      Lessee shall avoid haphazard parking of vehicles so as to cause any
         damage to either person or property of the occupants of the Campus.
         Lessee covenants and agrees to indemnify Lessor and other Lessees for
         any liability or claims arising out of such haphazard, parking by the
         Lessee or its employees.

(f)      Lessee understands and agrees that parking vehicles in the Campus will
         be at the sole responsibility of the owner of the vehicle. The Lessor
         shall not be responsible for any theft or damages or any other
         Liability arising out of parking of vehicles in the Campus.

(g)      The Parking spaces for the two wheelers will be allotted on a
         proportionate basis for all the Lessees in the campus based on the
         space that is ear-marked for the two wheelers.

(h)      No Drivers will be allowed to sit in a car or loiter around in cellar
         parking area

GTC-9:          SUSPENSION OF FACILITIES

(a)      Lessor may suspend, delay or discontinue providing any of the
         facilities to be provided by Lessor under this Lease whenever necessary
         by reason of fire, storm, explosion, strike, lockout, labor dispute,
         casualty or accident, lack or failure of sources of supply of fuel (or
         inability in the exercise of reasonable diligence to obtain any
         required fuel), acts of God or the public enemy, riots, interference by
         civil or military authorities, compliance with the laws of the
         Government of India or with the laws, orders or regulations of any
         other governmental authority, or by reason of any other cause or
         emergency beyond Lessor's control or at the request of Lessee. Lessor
         shall arrange to restore the facilities as soon as practicable at the
         expense of the Lessor. In the event the Lessor fails to restore the
         facilities, the Lessee shall restore the same and the Lessor shall
         reimburse the expenses incurred by the Lessee for the same. In the
         event the Lessor fails to reimburse the expenses incurred by the Lessee
         then the Lessee shall be entitled to deduct the costs incurred for the
         said installation from the rent payable in the immediate following
         month(s).

(b)      Lessor also reserves the right to temporarily suspend, delay or
         discontinue furnishing any of the facilities to be provided by Lessor
         under this Lease, without any liability to Lessee as a result thereof,
         for such inspections, cleaning, repairs, replacements, alterations,
         improvements or renewals as may, in the Lessor's reasonable judgment,
         be desirable or necessary to be made for enhancement of these
         facilities: provided,

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                      - 7 -
<Page>

         that such facilities shall not, to the extent reasonably feasible, be
         suspended for such purposes during Lessee's normal business hours or
         unless Lessor shall, to the extent reasonably possible under the
         circumstances, have given Lessee advance notice of any proposed
         suspension of facilities. Lessor shall arrange to restore facilities as
         soon as practicable at the expense of the Lessor.

                    RENTS, REIMBURSEMENTS, TERM & TERMINATION

GTC-10:         HOLDING OVER

If Lessee shall, without the prior written consent of Lessor, remain in the
Demised Premises after the expiration of the term of this Lease, then Lessee
shall become a Lessee by the month, subject to all of the terms and conditions
of this Lease, at a monthly rental rate equal to two hundred percent (200%) of
the greater of: (i) the then prevailing Rent agreed by Lessee to be paid as
aforesaid, or (ii) the prevailing market rate for space comparable to the
Demised Premises without taking into account any market rate Lessee concessions
(in addition to all other sums, costs and fees otherwise due and payable
hereunder). The said monthly tenancy shall commence with the first day next
after the end of the term above described; and Lessee shall give to Lessor at
least thirty (30) days, written notice of any intention to vacate the Demised
Premises, and Lessee shall be entitled to thirty (30) days' written Notice to
Vacate the Demised Premises, except in the event of nonpayment of rent in
advance or of the breach of any other covenant herein contained by Lessee, in
which event Lessee shall not be entitled to any Notice to Vacate, the usual
thirty (30) days' Notice to Vacate being hereby waived; provided, however, that
in the event Lessee shall hold over after the expiration of the term hereby
created, and if Lessor shall desire to regain possession of the Demised Premises
promptly at the expiration of the term aforesaid, then at any time prior to
Lessor's acceptance of Rent from Lessee as a monthly Lessee hereunder, Lessor
may forthwith re-enter and take possession of the Demised Premises without
process, or by any legal process in force. Lessee shall indemnify and hold
harmless Lessor and its partners, and their respective officers, directors,
agents and employees, from and against any and all claims, losses, actions,
damages, liabilities and expenses (including reasonable attorneys' fees)
resulting from Lessee's hold-over of possession of the Demised Premises
(including claims of prospective Lessees of all or part of the Demised
Premises).

GTC-11:         RENT

(a)      The Rent as per Section 4 of the Lease Deed shall be payable in advance
         on or before the fifteenth (15th) day of each calendar month during the
         term of this lease. The electricity, water and maintenance charges
         shall also be paid on the same date.

(b)      If the Lease Commencement Date occurs on a day other than on the tenth
         day of a month, rent from the Lease Commencement Date until the tenth
         day of the following

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                      - 8 -
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         month shall be prorated at the rate of one-thirtieth (1/30) of the
         Rent, payable in advance on the Lease Commencement Date.

(c)      The Rent and all Reimbursements shall be paid promptly when due, in
         Indian Rupees, without notice or demand and without deduction,
         diminution, abatement, counterclaim or set-off of any amount, other
         than withholding taxes as provided at sub-clause (b) above and credit
         for any excess Reimbursements as provided in this Exhibit. The Rent and
         the Reimbursements shall be paid to Lessor at the following address:
         Plot # 5, Software Units Layout, Madhapur, Hyderabad - 500 081, or at
         such other address or to such other person as Lessor may designate by
         adequate written notice to Lessee from time to time. If Lessor shall at
         any time accept Rent and/or Reimbursements after it shall become due
         and payable, such acceptance shall not excuse delay upon subsequent
         occasions, or constitute a waiver of Lessor's rights hereunder. If
         Lessee makes any payment to Lessor by cheque, the same shall be by
         cheque drawn by the Lessee only, and Lessor shall not be required to
         accept a cheque drawn by any other person. Any cheque received by
         Lessor shall be deemed received subject to collection.

GTC-12:         SURRENDER OF DEMISED PREMISES

Upon termination of this Lease by lapse of time or otherwise, Lessee shall
surrender the Demised Premises to Lessor upon simultaneous refund of the
Deposit, together with all permanent additions, alterations, improvements and
installations thereto (including the Leasehold Improvements), in broom-clean
condition and in good order and repair, except for ordinary wear and tear and
damage which Lessee is not obligated to repair, failing which Lessor may restore
Demised Premises to such condition at Lessee's expense. Provided however, and it
is hereby expressly agreed and understood that if after the expiry or sooner
determination of the Lease, the Lessor is unable for any reason whatsoever to
refund the Deposit, Lessee shall be entitled to continue to use or occupy the
Demised Premises without payment of any Rent or other charges until the Deposit
is refunded. Upon such termination, Lessee's trade fixtures and furniture shall
remain Lessee's property, and Lessee shall have the right prior to such
termination to remove the same. Lessee shall promptly repair any damage caused
by any such removal and shall restore the Demised Premises in good order and
condition reasonable wear and tear exempted. Lessee shall surrender the Demised
Premises to Lessor at the end of the Term without notice of any kind, and Lessee
hereby waives all right to any such notice as may be provided under any present
or future law.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                      - 9 -
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                     RULES & REGULATION FOR USE OF PREMISES

GTC-l3:         USE OF PREMISES

(a)      Lessee shall use and occupy the Demised Premises solely for general
         office purposes and training of personnel and uses incident thereto as
         permitted under applicable zoning regulations, and but for no other
         business or purpose.

(b)      Lessee shall comply with all present and future laws, statutes,
         ordinances, regulations, and requirements of any and all governmental
         authorities and with the Rules and Regulations of Exhibit "D" hereof

(c)      Lessee shall not conduct or permit to be conducted any activity or
         place any equipment in or about the Demised Premises and the Building
         Premises, which will increase the rate of insurance premiums thereon or
         that is prohibited by or causes a cancellation of any insurance policy;
         and if any increase in the rate of insurance is stated by any insurance
         company to be due to any activity or equipment in or about the Property
         and the Buildings, such statement shall be conclusive evidence that the
         increase in such rate is due to such activity or equipment, and Lessee
         shall be liable for such increase and shall reimburse Lessor therefore,
         as Reimbursements, within ten (10) days of receipt of written notice.

(d)      Except for ordinary supplies and materials reasonably related to
         Lessee's permitted uses set forth in Section 13(a) hereof, Lessee shall
         not cause or permit any Hazardous Materials (as defined in Exhibit "D"-
         Definitions) to be brought upon, stored, used, handled, generated,
         released or disposed of on, in, under or about the Demised Premises,
         the Building Premises, or other part of the Property or any portion
         thereof by Lessee, its agents, employees, sub Lessees, assignees,
         contractors, or invitees. Lessee agrees to indemnify, defend and hold
         Lessor and its officers, directors, agents, employees, advisors,
         attorneys and affiliates harmless from any and all claims, actions,
         administrative proceedings (including informal proceedings), judgments,
         damages, punitive damages, penalties, fines, costs, liabilities,
         interest or losses, reasonable attorney's fees and expenses, consultant
         fees, and expert fees, costs of investigation, monitoring, cleanup,
         containment, restoration, removal or other remedial work, together with
         all other costs and expenses of any kind or nature that arise during or
         after the term of the Lease from any Hazardous Materials permitted by
         the Lessee on the Demised Premises pursuant to this Section 13(d) or
         from any breach of Lessee's obligations set forth in Section 13(c);
         provided that the foregoing indemnification shall not apply to any
         Hazardous Materials which another Lessee or Lessor or any of its
         agents, representatives or contractors brings, stores, uses, handles,
         generates, releases or disposes of in, on, under or about the Building
         Premises, the Land or any portion thereof.

(e)      Lessee shall not commit or allow to be committed any waste upon the
         Demised Premises or elsewhere on the Property, or any public or private
         nuisance or other act

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 10 -
<Page>

         or thing which disturbs the quiet enjoyment of Another Lessee, and
         Lessee shall not, without the prior written consent of Lessor, use any
         apparatus, machinery or device in or about the Demised Premises which
         will cause any substantial noise or vibration or fumes.

(f)      Lessee shall, at its expense, keep the Demised Premises and all
         improvements, fixtures and other property contained therein in a neat,
         clean, safe and sanitary condition, and in good order and repair,
         reasonable wear and tear excepted, and will surrender the Demised
         Premises at the expiration, or other termination of the term of this
         Lease in good order and condition, ordinary wear and tear, and
         casualties and damages caused by the elements, fire and other insured
         casualty excepted.

GTC-14:         RULES & REGULATIONS

(a)      Lessee, its employees, agents, invitees, contractors and subcontractors
         shall observe and strictly comply with the Rules and Regulations
         follows (but not limited to) and with such other and further reasonable
         roles and regulations as Lessor may, after notice to Lessee, from time
         to time adopt. Lessor shall exercise its best efforts to enforce said
         rules and regulations, to the extent applicable, and to enforce the
         terms, covenants or conditions in any other lease against any other
         Lessee; provided, however, that Lessor shall not be liable to Lessee
         for violation of the same by any other Lessee, its servants, employees,
         agents, invitees or licensees.

(a)      Walking / trespassing through office spaces belonging to other
         occupants should be avoided.

(b)      The common utility areas, i.e., electrical sub-station, DG Room and
         other utility areas, will be highly restricted areas. The Lessee shall
         reasonably ensure, its officers, directors, agents, employees,
         advisors, attorneys and affiliates should avoid unauthorized entry or
         access to such areas.

(c)      The maintenance facilities provided by the Lessor are for the general
         maintenance of the Campus. The Lessee shall not utilize the maintenance
         facilities for any of its personal work.

(d)      General rules and regulations for proper administration of the Campus
         shall be drafted from time to time on mutual consent.

GTC-15:         ASSIGNMENT AND SUBLETTING

Lessee shall not assign, sublease, transfer or encumber this Lease or the
Demised Premises, or any part thereof to any third party except when sharing
Demised Premises with its subsidiaries/affiliates or any entity belonging to the
Lessee group of Companies in the field of Information Technology and/or
Information Technology Enabled Services (ITES) with prior written approval of
the Lessor

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 11 -
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GTC-16:         ALTERATIONS

(a)      Lessee shall not make or permit anyone to make any alterations,
         additions, improvements, installations or other changes of a permanent
         or structural nature in or to the Demised Premises (collectively,
         "Alterations") without the prior written consent of Lessor in each and
         every instance. Failure of Lessee to obtain and comply with the terms
         and conditions of such consent shall constitute a default hereunder. If
         any Alterations are made without the prior written consent of Lessor,
         Lessor may correct or remove the same, and Lessee shall be liable for
         any and all expenses incurred by Lessor in this respect, as
         Reimbursements. However, this shall not restrict the Lessee from
         erecting temporary shelves, cupboards, fit -outs and carry out other
         minor changes/alterations in the Demised Premises without any prior
         permission from the Lessor to enable it to carry on its business more
         efficiently, without causing damage to the main structure of the
         building or the Demised Premises.

(b)      When performing any Alterations permitted under the provisions of
         Section 16(a) hereof, Lessee shall comply with the following conditions
         and shall undertake the following obligations. At least thirty (30)
         days before any Alterations work is done or any materials are
         delivered, Lessee shall provide Lessor with plans, specifications,
         names and addresses of all contractors and sub-contractors and copies
         of all contracts, necessary approvals and permits. All Alterations,
         improvements and installations shall conform with the requirement of
         all insurance policies of the parties hereto, and with all applicable
         laws, statutes, ordinances, regulations and rules of all governmental
         authorities. Lessee agrees to permit Lessor to supervise all such work,
         which shall be performed so as not to interfere with or impair the use
         and enjoyment of any portion of the Property used or occupied by Lessor
         or Another Lessee. Any Alterations by Lessee shall be at Lessee's sole
         cost and expense and shall be performed by properly licensed and bonded
         contractors approved by Lessor, which such approval shall not be
         unreasonably withheld, but shall be based upon such contractors'
         financial condition, experience and previous job performance. Any such
         contractors shall also be required to waive in writing any rights they
         may have to file any and all mechanic's and material-men's liens
         against the Demised Premises prior to commencing any work. Lessor or
         its agents shall be entitled to reimbursement of all expenses and costs
         in actuals that are spent in connection with any Alterations or work
         performed by Lessor or its agents at the request of Lessee. However,
         the above conditions shall not apply when the Lessee is constructing
         temporary fitouts as mentioned in Section 16 (a) above in the Demised
         Premises including the demised room.

(c)      In the event any mechanic's or material-men's lien is filed against the
         Demised Premises and/or any other part of the Property for work claimed
         to have been done for, or materials claimed to have been furnished to
         the Lessee, such lien shall be discharged by Lessee within ten (10)
         days thereafter, at Lessee's sole cost and expense, by the payment
         thereof or by filing any bond required by law. If Lessee shall fail to
         discharge any such mechanic's or material-men's lien. Lessor may
         discharge the same and treat the cost thereof as Reimbursements payable
         with the monthly installment of rent next becoming due; provided that
         such discharge by Lessor shall not be deemed to waive or release the
         default, of Lessee in net

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 12 -
<Page>

         discharging the same. Lessee promptly will indemnify and hold harmless
         Lessor from and against any and all claims, damages and expenses
         incurred by Lessor, arising from any liens placed against the Demised
         Premises, the Property, or any part thereof. This indemnity shall
         survive any termination or expiration of this Lease.

(d)      All Alterations of a permanent and structural nature, (including,
         without limitation, the Lessor's Work), whether made by Lessor or
         Lessee, and whether at Lessor's or Lessee's, expense, or the joint
         expense of Lessor and Lessee, shall become and remain the property of
         Lessor. Any replacement of any property, fixtures or improvements of
         and on the Demised Premises, whether made at Lessee's expense or
         otherwise, shall be and remain the property of Lessor.

GTC-17:         CONDITION OF DEMISED PREMISES

Lessee acknowledges and agrees that, except as expressly set forth in this
Lease, there have been no representations or warranties made by or on behalf of
Lessor with respect to the Demised Premises or the Properly with respect to the
suitability thereof for the conduct of Lessee's business. The taking of
possession of the Demised Premises BY Lessee shall conclusively establish that
the Demised Premises are in satisfactory condition, order and repair.

GTC-18:         FURNITURE AND EQUIPMENT

Beyond the maximum weight of 350 kgs, per square meter, Lessor shall have the
right to prescribe the weight, and method of installation and position of
safes or other heavy fixtures or equipment and Lessee shall not install in
the Demised Premises any fixtures, equipment or machinery that shall place a
load upon the floor exceeding the floor load per square foot area which such
floor was designed to carry. All damage done to the Demised Premises or the
Property by taking in or removing a safe or any other article of Lessee's
office freight, furniture, or equipment, or due to its being in the Demised
Premises, shall be repaired at the expense of Lessee. No freight, furniture
or other bulky matter beyond the maximum weight 350 kgs per square meter
shall be received onto the Property or into the Demised Premises or carried
in the elevators, except as approved by the Lessor. Moving of furniture and
equipment beyond the maximum weight of 3.50 kgs per square meter shall be
under the direct control and supervision of Lessor, who shall, however, not
be responsible for any damage (unless caused by gross negligence or willful
misconduct of Lessor, its agents or employees) to or charges for moving same.
The Lessee shall use only the Fire Exit staircase for moving the furniture
and equipment and removal of waste material.

GTC-19:         REPAIRS AND INSPECTION

(a)      Lessor shall give prior written notice and upon receiving approval from
         Lessee permit Lessor, its employees, agents, contractors, and
         representatives, to enter the Property, the Building Premises, and the
         Demised Premises at reasonable times and in a reasonable manner to
         inspect and protect the same, and to make such alterations or

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 13 -
<Page>

         repairs as Lessor may deem necessary, or to exhibit the same to
         prospective purchasers. In the event of an emergency, Lessor may enter
         the Property and any part thereof with a short notice and make whatever
         repairs are necessary to protect the same; provided, however, that
         Lessor is required and shall act carefully and reasonably when
         exercising any right of access to the Demised Property and ensure that
         any repairs or inspection undertaken by the Lessor shall not interfere
         with the business of the Lessee. The Lessor shall use reasonable
         efforts to minimize interference to Lessee's business when making
         repairs, but Lessor shall not be required to perform such repairs at a
         time other than during normal working hours. There shall be no
         abatement of Rent and no liability by reason of any injury or
         inconvenience to or interference with Lessee's business arising from
         the making of any repairs, alterations or improvements in or to any
         portion of the Property, unless caused by the gross negligence or
         willful misconduct by Lessor, its agents or employees.

(b)      Lessee shall take good care of the Demised Premises and the fixtures
         and appurtenances therein. Lessee shall, at its expense, repair all
         damage thereto and any fixtures and equipment therein and otherwise to
         the Property to Lessor's reasonable satisfaction caused directly or
         indirectly by Lessee, its employees, agents, invitees, licensees,
         sub-Lessees, or contractors. If Lessee fails to make such repairs, the
         same may be made by Lessor and the expense thereof shall be deemed
         Reimbursements due and payable by Lessee within fifteen (15) days after
         the sending of a statement thereof by Lessor to Lessee.

GTC-20:         LESSEE'S INSURANCE

During the term of the Lease, Lessee shall, at its expense, insure its own
personal property in the Demised Premises.

GTC-21:         CHANGES TO BUILDING SYSTEMS/LESSEE EQUIPMENT

(a)      The design, installation, operation, maintenance and repair of the
         fixtures and equipment installed in the Demised Premises whether by
         Lessee or by Lessor on behalf of Lessee, shall be the responsibility of
         Lessee, and Lessor shall have no obligation in connection therewith.

(b)      Lessee shall not install any equipment of any kind or nature whatsoever
         in the Demised Premises which will or may necessitate any change,
         replacement or addition to, or in the use of, the electrical system,
         water system, heating system, plumbing system, air conditioning system,
         or any other system of the Building without first obtaining the prior
         written consent of the Lessor which consent shall not be unreasonably
         withheld.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 14 -
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GTC-22:         DAMAGE TO PROPERTY

All injury, breakage or damage to the Demised Premises, the Building Premises,
the Property, or any part thereof caused by or arising from any willful
negligence of Lessee, its agents, employees, contractors, servants, permitted
sub Lessees or assignees, invitees, or licensees, or by persons or individuals
making deliveries to or from the Demised Premises, shall be repaired by Lessee
at the sole expense of Lessee. In the event that Lessee shall fail to do so,
then Lessor shall have the right to make such necessary repairs, alterations and
replacements (structural and nonstructural) and any cost incurred by Lessor
shall be paid by Lessee as Reimbursements, payable with the installment of rent
next becoming due under this Lease. This provision shall be construed as an
additional remedy granted to Lessor and not in limitation of any other rights
and remedies which Lessor may have in said circumstances.

GTC-23:         FIRE AND OTHER CASUALTY DAMAGE TO DEMISED PREMISES

If the Demised Premises shall be damaged by fire or other casualty Lessor shall
as soon as practicable after such damage occurs taking into account the
reasonable time necessary for inspection by concerned agency/authorities repair
such damage at the expense of Lessor, and the Rent payable by Lessee hereunder
shall be reduced in proportion to the gross floor area of the Demised Premises
which is unusable by Lessee, as reasonably determined by Lessor, until such
repairs are completed; provided, however, that Lessor shall only be required to
repair or rebuild the Building Premises including the Demised Premises and
Demised Room, however, the Lessor shall not bear the cost for repair of the
fixtures and fittings installed by the Lessee in the Demised Premises including
the Demised Room and provided further, that any policy of insurance maintained
by the Lessor will not be invalidated in whole or in part by reason of such
abatement of such damage which shall have been caused by Lessee or any of its
agents, representatives, employees or invitees.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 15 -
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                                  MISCELLANEOUS

GTC-24:         THE LESSOR HEREBY COVENANTS WITH THE LESSEE THAT

(a)      The Lessor 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 Demised Premises and to grant a lease in respect of the
         Demised Premises upon such terms as it deems fit, free from all claims
         and encumbrances. In the event there being any defect or deficiency or
         inadequacy in the Lessor's right to execute this Lease, 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.

(b)      The Demised Premises can be used for general office purposes as a
         bonded area for an export oriented only unit in terms of the rules and
         regulations prevailing under the relevant Indian law.

(c)      The Demised Premises is free from all encumbrances whatsoever 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 Lease.

(d)      The Lessor has paid and shall pay and discharge all existing and future
         taxes, rates, cesses, duties, charges, levies, fines, penalties, and
         other outgoings that may be levied, imposed or charged in respect of
         the Demised Premises and existing and future surcharges, and the
         Municipal Corporation tax. If there is any default in payment of taxes
         etc. the Lessee is entitled to make the payments and recover the same
         from the Lessor. Any such amount to be paid by the Lessee will be
         adjusted against the monthly Rent the Lessee has to pay to the Lessor
         as mentioned in Section 4 and GTC 11 of this Lease.

(e)      The Lessor shall maintain the Demised Premises in good rentable
         condition and execute at its expense all structural repairs to the
         Demised Premises and maintain the Demised Premises in habitable
         condition for the use and enjoyment of the Lessee.

(f)      In case of any legal problem pertaining to the Demised Premises or for
         using of same for office, the total liability will be that of the
         Lessor. If due to any such problem the Demised Premises or any part
         thereof cannot be used by the Lessee, then the Lessee will not be
         liable to make payment for the period the Demised Premises remained
         unused and/or shall have the exclusive right to terminate this Lease.
         However, such legal problem should not arise out of any act or omission
         on part of the Lessee. In that case the Lessor shall not have any
         liability whatsoever towards the Lessee.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 16 -
<Page>

(g)      The Lessor is free to dispose of or encumber its interest in the
         Demised Premises whether by way of sale, transfer, charge, mortgage, or
         otherwise, with prior intimation to the Lessee. In the event the Lessor
         disposes of or encumbers its interest in the Demised Premises in any
         manner whatsoever, the Lessor covenants to obtain an unconditional
         written acknowledgement, from the transferee/mortgagee/chargee, as the
         case may be to be bound by the terms and conditions of this Lease Deed.
         In the event of a transfer of the rights of the Lessor, the Lessor
         shall in addition obtain a written confirmation that the transferee
         shall fully assume the obligations and covenants herein on the part of
         the Lessor to be performed.

GTC-25:         WAIVER OF SUBROGATION; INDEMNITY

(a)      Except as otherwise set forth in this Lease, Lessor and Lessee hereby
         release each other from any loss, damage or liability sustained, but
         only to the extent of any insurance proceeds actually received by the
         releasing party on account of any such loss, damage or liability. Such
         release shall be effective notwithstanding that any such loss, damage
         or liability arose out of the negligent or intentionally tortuous act
         or omission of the other party, its agents or employees; provided that
         such release shall be effective only with respect to any loss or damage
         occurring during such time as the appropriate policy of insurance of
         the releasing party provides that such release shall not impair the
         effectiveness of such policy or the insured's ability to recover
         thereunder. Both Lessor and Lessee shall include in their respective
         insurance policies a clause to such effect, and shall promptly notify
         the other in writing if such clause cannot be included in any such
         policy.

(b)      The party committing the breach shall be responsible for, and shall
         indemnify and hold the other harmless from and against all liability
         arising out of any injury to or death of any person or loss of or
         damage to any property sustained or occurring in, on, or about the
         Demised Premises as a result of willful negligence of the party
         committing the breach. In the event the other party or its agents or
         employees shall, without fault on its part, be made a party to any
         litigation, the part committing the breach shall indemnify and hold the
         other party harmless from and shall pay all costs, expenses and
         reasonable attorneys' fees incurred or paid in connection with such
         litigation. The party committing the breach shall promptly pay, satisfy
         and discharge any and all judgments, orders and decrees, which may be
         recovered against Lessor in connection with the foregoing.

(c)      In the event of the Lessee incurring any liability arising out of
         GTC-13 of Exhibit 'A' (Use of Premises) or any activity on the Demised
         Premises, the Lessee shall indemnify the Lessor against any, or all,
         such liabilities which might be directed towards the Lessor arising out
         of Court Orders/ Government Notices/ any or all claims, actions by
         statutory authorities for such demised premises. In the event of such
         liability (Government Notices/ any or all claims, actions by statutory
         authorities) not being indemnified by the Lessee as provided in this
         Section, it would constitute a default by the Lessee and attract
         provisions of GTC-26 of Exhibit 'A' (Default of Lessee). In the event
         of the Lessor incurring any liability arising out of GTC-24 of Exhibit
         'A' (Covenants of Lessor) or any other obligation of the Lessor under
         the

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 17 -
<Page>

         Lease, the Lessor shall indemnify the Lessee against any, or all, such
         liabilities which might be directed towards the Lessee arising out of
         Court Orders/ Government Notices/ any or all claims, actions by
         statutory authorities for such Demised Premises. In the event of such
         liability (Government Notices/ any or all claims, actions by statutory
         authorities) not being indemnified by the Lessor as provided in this
         Section, it would constitute a breach by the Lessor and the Lessee
         shall be entitled to either recover the amounts by deducting it from
         the Rent and any such other amount payable or to terminate the Lease
         with immediate effect.

GTC-26:   DEFAULT OF LESSEE

(a)      The following events shall be a default ("default") of Lessee under
         this Lease:

  (i)    Failure of Lessee to pay when due Rent and any sums, charges, expenses
         and costs of any kind or nature identified in this Lease as
         Reimbursements, where such failure to pay shall continue for a period
         of ten (10) days the from the date the Rent/Reimbursements shall be due
         and payable: or

  (ii)   Failure of Lessee to perform, observe, or comply with any term,
         covenant, condition, agreement or provision of this Lease to be
         performed, observed or complied with by Lessee, other than as set forth
         in GTC-26(a)(i) above, where such failure shall continue for a period
         of ten (10) days after written notice thereof has been delivered by
         Lessor to Lessee at the Demised Premises: or

  (iii)  The taking of this Lease or the Demised Premises, or any part thereof,
         upon execution or by other process of law directed against Lessee, or
         upon or subject to any attachment at the instance of any creditor of or
         claimant against Lessee, which shall not be discharged or disposed of
         within thirty (30) days after the levy thereof: or

  (iv)   The involvement of Lessee in financial difficulties as evidenced by:
         (a) its admitting in writing its inability to pay its debts generally
         as they become due, or (b) its filing a petition in bankruptcy under
         the Provincial Insolvency Act (as now existing or in the future
         amended), or (c) its filing a petition seeking to take advantage of any
         other Law relating to bankruptcy, insolvency, or winding-up ("Other
         Bankruptcy Laws"), or (d) its making an assignment of all or a
         substantial part of its property for the benefit of its creditors, or
         (e) its seeking or consenting to or acquiescing in the appointment of a
         receiver or trustee for all or a substantial part of the Demised
         Premises, or (f) its being adjudicated a bankrupt or insolvent, or (g)
         the entry of a court order without its consent, which order shall not
         be vacated or stayed within thirty (30) days from the date of entry,
         approving a petition filed against it for an arrangement in bankruptcy.

(b)      Upon occurrence of any of the default events set out in sub-clause (a).
         Lessor shall give Lessee a written notice of the nature of the default.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 18 -
<Page>

(c)      Upon receipt of the notice of default, the Lessee shall be entitled to
         remedy the default within a period of ten (10) days which shall be
         considered as the 'cure period' provided to the Lessee.

(d)      Upon the expiry of the cure period as enumerated in the above section
         GTC 26 (c), the Lessor shall have the right then or at any time
         thereafter to give Lessee written notice of ten (10) days of Lessor's
         intent to terminate this lease. Lessee's right to possession of the
         demised premises shall cease and this lease shall thereupon terminate.
         Subject to the above, any notice to vacate or notice of Lessor's
         intention to re-enter is being hereby expressly waived by Lessee.

(e)      The provisions of this Section GTC-26 of Exhibit 'A' shall apply
         notwithstanding the continued willingness and ability of Lessee to pay
         Rent and otherwise perform hereunder. The receipt by Lessor of payments
         of Rent, as such, accruing subsequent to the time of Lessee's default
         under this Section GTC-26(e) of Exhibit 'A' and before Lessor has
         actual notice of the occurrence of an event of default under this
         Section GTC-26(e) of Exhibit 'A' shall not be deemed & waiver by Lessor
         of the provisions of this Section.

(f)      If Lessor terminates this Lease or enters and takes possession of the
         Demised Premises pursuant to GTC-26(d) of Exhibit 'A' above. Lessee
         shall remain liable (in addition to accrued liabilities) for adjusted
         Rent, Reimbursements and any other sums provided for in this Lease
         until the date of such termination.

(g)      Lessee on behalf of itself and all persons claiming through Lessee,
         including all creditors, does hereby waive any and all rights and
         privileges, so far as is permitted by law, which Lessee and all such
         persons might otherwise have under any present or future law: (1) to
         the service of any notice of intention to reenter, (2) to reenter or
         repossess the Demised Premises.

(h)      In the event of any breach or threatened breach by either party of any
         of the provisions contained in this Lease, the other party shall be
         entitled to enjoin such breach or threatened breach and to invoke any
         right or remedy allowed at law, equity or otherwise as if reentry,
         summary proceedings or other specific remedies were not provided in
         this Lease.

(i)      All rights and remedies of the parties under this Lease shall be
         cumulative and shall not be exclusive of any other rights and remedies
         provided to the parties now or hereafter existing under law.

GTC-27:         WAIVER

If either party shall institute legal or administrative proceedings and a
compromise or settlement thereof shall be made, the same shall not constitute a
waiver of any covenant herein contained nor of any of rights hereunder. No
waiver by the parties of any breach of any covenant, condition or agreement
herein contained shall operate as invalidation or as a

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 19 -
<Page>

continual waiver of such covenant, condition or agreement, or of any subsequent
breach thereof.

GTC-28:         CONDEMNATION

(a)      In the event that all of the Property is taken for any public or
         quasi-public use or purpose in eminent domain proceedings, or in the
         event the Property is conveyed to a governmental authority or other
         entity having the power of eminent domain ("condemning authority") in
         lieu of such proceedings, this Lease shall terminate upon the date when
         the possession shall be surrendered to said condemning authority. Any
         prepaid Rent attributable to periods after such termination date shall
         be refunded to Lessee. Lessee shall not be entitled to share in or
         receive any part of such condemnation award or payment in lieu thereof,
         the same being hereby assigned to Lessor by Lessee.

(b)      In the event eminent domain proceedings shall be instituted in order to
         take a portion of the Property, so that the continued use and occupancy
         of the Demised Premises by Lessee will be substantially and materially
         impaired, Lessee may elect to terminate this Lease by giving Lessor,
         not less than ninety (90) days' notice of termination prior to a
         termination date specified in such notice, and any prepaid Rent
         attributable to periods after such termination date specified in such
         notice shall be refunded to Lessee. If Lessee does not so elect to
         terminate this Lease, this Lease shall be and remain in full force and
         effect for the balance of the Term, except that Rent shall be
         proportionately abated to the extent of any portion of the Demised
         Premises taken.

(c)      Lessee shall not share in such condemnation award or payment in lieu
         thereof or in any award for damages resulting from any grade change,
         the same being hereby assigned to Lessor by Lessee: provided, however,
         that nothing herein shall preclude Lessee from separately claiming and
         receiving from the condemning authority, if legally payable,
         compensation for the taking of Lessee's tangible property, for Lessee's
         removal and relocation costs and/or for Lessee's loss of business
         and/or business interruption.

GTC-29:         RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT; LATE PAYMENTS

If Lessee fails to make any payment due hereunder, other than Rent, or fails to
perform any act herein required to be performed by Lessee, then after thirty
(30) days notice from Lessor. Lessor may, but shall not be required to make such
payments or perform such act, and the amount of the expense thereof with
interest at the rate of eighteen percent (18%) per annum accruing from the date
paid by Lessor, shall be paid by Lessee to Lessor, as Reimbursements hereunder
due and payable with the next monthly installment of Rent; but the making of
such payment or the performing of such act by Lessor shall not operate to cure
such default or to stop Lessor from the pursuit of any remedy to which Lessor
would otherwise be entitled.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 20 -
<Page>

GTC-30:         NO REPRESENTATION BY LESSOR

Neither lessor nor any agent or employee of lessor has made any representation,
warranty, or promise with respect to the demised premises, the buildings, or the
property except as herein expressly set forth, and no rights, privileges,
easements or licenses are granted to lessee except as herein set forth.

GTC-31:         BROKERS

Lessor shall indemnify and hold lessee harmless, and lessee shall indemnify and
hold lessor harmless, from and against any claim for brokerage services relating
to this lease.

GTC-32:         NOTICES

All notices or other communications hereunder shall be in writing and shall be
deemed duly given if delivered personally and evidenced by a receipt signed by
the party receiving such notice or sent by prepaid recognized international
courier service, if sent internationally, or by recognized domestic courier
service or certified or registered mail, return receipt requested, first class
postage prepaid, if sent domestically: (a) if to Lessor, Plot No. 5, Software
Units Layout, Madhapur, Serilingampally Municipality, RR District, and (b) if to
Lessee, at the Demised Premises and at the registered office address at A-1
Technology Park, MIDC, Talwade, Pune 412114 unless notice of a change of address
is given pursuant to the provisions of this Section. Such notices shall be
deemed given as of the date received, or the date such notices would have been
received but for the addressee's refusal thereof.

GTC-33:         FINANCING REQUIREMENTS

In the event that any bank, insurance company, or other financial institution
providing mortgage financing for the Property or any part thereof at any time
requires, as a condition of such financing, that modification to this Lease be
obtained, and provided that such modifications (a) are reasonable, (b) do not
affect Lessee's use of the Demised Premises as herein permitted or the term of
the Lease, and (c) do not increase the rentals and other sums required to be
paid by Lessee hereunder, then Lessor shall submit such required modifications
to Lessee, and Lessee shall execute an amendment hereto incorporating such
modifications within fifteen (15) days after the same has been submitted to
Lessee However, if the Lessee fails to execute such an amendment or unreasonably
withheld, then Lessor shall have the right to terminate this Lease, by giving
Lessee written notice of such termination, and Lessor shall thereupon be
relieved from any further obligations hereunder

GTC-34:         PEACEFUL ENJOYMENT OF DEMISED PREMISES

Lessor covenants that it has the right to make this Lease, and that if Lessee
shall pay the rental and perform all of Lessee's obligations under this Lease,
Lessee shall, during the term hereof, freely, peaceably and quietly occupy and
enjoy the Demised Premises without molestation or hindrance by Lessor or any
party claiming through or under Lessor, subject, however, to all provisions of
this Lease.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 21 -
<Page>

GTC-35:         SUCCESSORS AND ASSIGNS

Subject to the provisions of GTC-15 above, the terms, covenants and conditions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors in interest and assigns; provided, however, that
Lessor, its successors and assigns shall be obligated to perform Lessor's
agreements and covenants under this Lease only during and in respect of their
respective successive periods as Lessor during the Term. Lessor may freely and
fully assign its interest hereunder.

GTC-36:         NAME OF PROPERTY

Lessor shall have the right to change the name of the Property, the Buildings,
and any part thereof, during the Term or any extension thereof and shall have no
obligation for any loss or damage to Lessee by reason thereof.

GTC-37:         SIGNS

Lessor and Lessee have agreed that signs relating to Lessee's business and
occupancy of the Demised Premises may be installed and maintained on the
Property at Lessee's expense as mutually agreed upon in writing by both parties.
All signs shall be installed and maintained by Lessee in compliance with all
applicable laws, statutes, ordinances, rules and agencies. Lessee shall pay all
expenses, and all license and permit fees relating to the installation and
maintenance of authorized signs, and shall pay all expenses of removal and costs
of repairs resulting there from.

GTC-38:         ENTIRE AGREEMENT/SURVIVAL

This Lease, together with the Exhibits and any Addenda attached hereto, contain
and embody the entire agreement of the parties hereto, and no representations,
inducements or agreements, oral or otherwise, between the parties not contained
in this Lease and Exhibits and Addenda, shall be of any force or effect. This
Lease Deed shall supercede all prior deeds, agreements, communications both
written and oral between the parties. This Lease may not be modified or
terminated by Lessee, other than by an agreement in writing signed by both
parties hereto.

GTC-39:         APPLICABLE LAWS

This Lease shall be governed by and construed in accordance with the laws of
India.

GTC-40:         EXONERATION

It is agreed, covenanted and understood by lessee that all of the covenants,
undertakings, obligations and agreements of lessor herein are made solely on
behalf of lessor and that lessee shall have recourse against only its interest
in the property, for the recovery of any

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 22 -
<Page>

damages resulting from the failure of lessor to perform any covenant,
understanding, obligation and agreement of lessor herein. Lessee also covenants
and agree that no personal liability or responsibility is assured by, nor shall
at any time be asserted or enforceable against, any present or future officers
of lessor or its agents on account of any covenant, undertaking, obligation or
agreement contained herein, all such personal liability and responsibility, if
any, being expressly waived and released.

GTC-41:         PARTIAL INVALIDITY

If any provision of this Lease of the application thereof to any person or
circumstances shall to any extent be held void, unenforceable or invalid, then
the remainder of this Lease or the application of such provision to persons or
circumstances other than those as to which it is held void, unenforceable or
invalid shall not be affected thereby, and each provision of this Lease shall be
valid and enforced to the full extent permitted by law.

GTC-42:         ARBITRATION

In the event of any dispute, claim or controversy arising out of or relating to
this Lease, the parties agree that the matter will be first referred to one or
more executive officers (or the equivalent) of each party to attempt a mutually
agreeable resolution. If the executive officers do not reach a mutually
agreeable resolution within thirty (30) days of such referral of the matter to
them, the parties shall seek arbitration of such dispute, claim or controversy
as follows:

The dispute, claim or controversy between the parties relating to this Lease
shall be referred to a panel of three arbitrators, one to be appointed by the
Lessor, one to be appointed by the Lessee and the two arbitrators so appointed
shall on their entering upon reference appoint a Presiding Arbitrator and the
majority decision of the arbitral panel shall be final and binding on the
parties. The arbitration shall be conducted in accordance with the Arbitration
and Conciliation Act, 1996 and the venue of arbitration shall be at Hyderabad.
All the rights and obligations of Lessee and Lessor will continue during the
period of arbitration.

GTC-43:         PRONOUNS

Feminine or neuter pronouns shall be substituted for those of the masculine
form, and the plural shall be substituted for the singular number, in any place
in which the context may require such substitution.

GTC-44:         CAPTIONS AND SECTION NUMBERS

The captions, section numbers and index appearing in this Lease and the
attached exhibits are for convenience of reference only, and shall not be deemed
to define, limit, describe, explain, modify or amplify the interpretation or
construction of any provision of this Lease.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 23 -
<Page>

GTC-45:         RECORDING

Lessee shall not record this Lease or any short-term or memorandum thereof,
without the prior written consent of Lessor.

GTC-46:         TIME OF THE ESSENCE

Time is of the essence in the performance of each of the parties obligations
under this Lease.

GTC-47:         STAMP DUTY, REGISTRATION CHARGES AND OTHER EXPENSES

The stamp duty, registration charges and all other expenses in respect of this
Lease Agreement and any amendment thereof shall be borne and paid by the Lease.

GTC-48:         NO PARTNERSHIP

Nothing contained in this Lease along with the exhibits shall be deemed or
construed to create a partnership or joint venture of or between Lessor and
Lessee, or to create any relationship between the parties hereto other than that
of Lessor and Lessee.

GTC-49:         LESSEE'S AUTHORITY

Lessee shall concurrently with the signing of this Lease, furnish to Lessor
certified copies of the resolutions of its board of directors (or of the
executive committee of its board of directors) authorizing Lessee to enter into
this Lease; and it shall furnish to Lessor evidence (reasonably satisfactory to
Lessor and its counsel) that Lessee is a duly organized corporation under the
laws of the state of its incorporation, is qualified to do business in India is
in good standing under the laws of the place of its incorporation and the Lessee
has the power and authority to enter into this Lease, and that all corporate
action requisite to authorize Lessee to enter into this Lease has been duly
taken. Lessee shall also furnish evidence to Lessor (which such evidence shall
be reasonably satisfactory to Lessor and its counsel) that the person or persons
executing this Lease on behalf of Lessee is an officer or are officers of the
Lessee, and that such person or persons as such officers were duly authorized to
sign and execute this Lease.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

                                     - 24 -
<Page>

                                   EXHIBIT "B"

                                       TO

                               LEASE DEED BETWEEN

                       JVP SOFT PRIVATE LIMITED. (Lessor)

                                       AND

                KANBAY SOFTWARE (INDIA) PRIVATE LIMITED (Lessee)

                                BUILDING PREMISES

The Building Premises, housing the demised premises shall be on the extent of
area land admeasuring 7264.84 square yards situated on Plot # 5, JVP Soft
Private Limited, Software Units Layout, in Survey no. 64/2, Madhapur Village,
Serilingampalli Mandal Hyderabad being butted and bounded by :

North : Land Belonging to APIIC Limited;

South : 18 meter wide existing Road;

East  : Open Space (greenery)of APIIC;

West  : Plot No. 4 of Softsol India Limited;

                                DEMISED PREMISES

ALL THAT piece and parcel of portion of office space including the proportionate
common area admeasuring 14,530 square foot of super built up area on the first
floor (South Side-Block A) of the Building Premises described above.

                                  DEMISED ROOM

ALL THAT piece and parcel of portion of the Demised Premises admeasuring 650
(six hundred and fifty) square foot of super built up area on the First floor
(South Side-Block A) of the Building Premises described above.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

<Page>

                                   EXHIBIT "C"

                                       TO
                               LEASE DEED BETWEEN

                           JVP SOFT (P) LTD. (Lessor)
                                       AND
                 KANBAY SOFTWARE (INDIA) PVT. LIMITED (Lessee)

                        OPERATING (MAINTENANCE) EXPENSES

(a)      The Lessee shall pay the maintenance charges for the said facilities
         and amenities in proportion to the chargeable area i.e. the area
         admeasuring 14,530 square feet of the Demised Premises. However the
         Lessee shall not be liable to pay the maintenance charges till 15th
         March 2004. The Lessee shall pay the maintenance charges at the rate of
         Re. 1.00 (Rupee one only) per square foot of chargeable area of the
         Demised premises per month for a period of 6 (six) months commencing
         from 16th March 2004 and at the rate of Rs. 2.00 (Rupees two only) per
         square foot of chargeable area i.e. the area admeasuring 14,530 square
         feet of the Demised Premises per month, commencing from 16th September
         2004 till the Expiration Date of this Lease In the event the Lessee
         continues after the Expiration Date of this Lease, the Lessee shall pay
         the maintenance charges at the rate of Rs. 3.00 (Rupees three only) per
         square foot per month upto 15th March 2006. However the increase in the
         maintenance charges will not be applicable in the event, the Lessee
         continues to remain in possession of the Demised Premises only for 3
         (three months) alter the Expiration Date of this Lease. The enhanced
         maintenance charges will be applicable from the lst (first) month after
         the Expiration Date of this Lease retrospectively in the event the
         period of Lease. extends beyond 3 (three) months from the Expiration
         Date of this Lease.

(b)      The Lessee shall pay the monthly maintenance fees simultaneously with
         the lease rent In advance on or before the 15th day of each Lease month
         for which it is due. The Lessor to bear and pay the maintenance charges
         over and above the rates mentioned above in respect of the Demised
         Premises.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

<Page>

                                   EXHIBIT "D"

                                       TO
                               LEASE DEED BETWEEN

                           JVP SOFT (P) LTD. (Lessor)
                                       AND
                    KANBAY SOFTWARE (INDIA) PVT. LTD (Lessee)

                                   DEFINITIONS

As used in the Master Lease between JVP SOFT (P) LTD as Lessor, and KANBAY
SOFTWARE (INDIA) PVT. LTD as Lessee, the capitalized terms have the following
meanings:

"ALTERATIONS" shall have the meaning ascribed thereto in GTC-18(a) of Exhibit
'A'

"ANOTHER LESSEE" shall mean any person or entity leasing and/or occupying a
portion of the Land or one or more of the Buildings or portions thereof

"APPLICABLE LAW" shall mean all local, state, and federal statutes, acts, codes,
ordinances, rules, regulations, or orders applicable to the Property or any
portion thereof or the conduct of Lessee's business, as the case may be.

"BASE RENT" shall mean rent at an annual rate equal to Rs. /Sft. multiplied by
the square feet area of the rentable space in the Buildings.

"BUILDING PREMISES" shall mean as assigned to it in Exhibit C annexed to the
Lease Deed

"COMMON AREA MAINTENANCE" shall mean the common area maintenance to be provided
by Lessor with respect to the areas of the Property that are not a part of the
Demised Premises or in space for the exclusive use and occupancy of Another
Lessee.

"DEMISED PREMISES": shall mean as assigned to it in Exhibit C annexed to the
Lease Deed.

"DEMISED ROOM": shall mean as explained in section 2(c) of the Lease Deed and
morefully described in Exhibit C annexed to the Lease Deed.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

<Page>

"OPERATING AND MAINTENANCE EXPENSES AND IMPOSITIONS" shall have the meaning
ascribed thereto in Section 6(a) of Lease Deed.

"HAZARDOUS MATERIALS" shall mean any hazardous or toxic substance, material or
waste which is or becomes regulated by any local governmental authority, the
State of Andhra Pradesh, Municipality of Seriliugampally or the Government of
India including without limitation, any material or substance which is (i)
defined or listed as a "hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," "hazardous substance," or "hazardous material"
under any applicable federal, state or local law or administrative code
promulgated thereunder, (ii) petroleum or any derivative thereof (iii) asbestos,
(iv) PCB'S, OR (V) LEAD

"IMPOSITIONS" shall mean and include: (i) all personal property owned by Lessor
and used in the maintenance and operation of the Property; (ii) real estate
taxes and assessments, general or special, imposed on the Property; (iii) any
taxes, excises and levies in addition thereto or in substitution thereof imposed
by reason of the ownership leasing, operation or occupancy of the Property, and
incurred by Lessor, any tax against Lessor on rent from the Property (excluding
(x) all federal, state, municipal or other local income and excess profits
taxes, and (y) all franchise, capital stock, estate and inheritance taxes), and
license, inspection and permit fees including costs and expenses incurred by
Lessor in connection with any contest or appeal of the amount thereof; (iv) any
water service assessments and/or sewer rents which may be assessed, levied
confirmed, or imposed on or in respect of the Property; (v) service charges with
respect to police protection, fire protection, street and highway construction,
maintenance and lighting, sanitation and water supply; (vi) any fines, penalties
and other similar or like governmental charges applicable to the foregoing,
together with any interest or costs with respect to the foregoing; and (vii) any
other governmental levies, fees, rents, assessments, taxes and charges, general
and special, ordinary and extraordinary, foreseen and unforeseen, of any kind
and nature whatsoever, together with any fines and penalties and any interest or
costs with respect thereto.

"LAND" shall mean the real property described on Exhibit "C" attached hereto.

"LEASE COMMENCEMENT DATE", shall mean the Date of occupation or the Date of the
Lease Agreement whichever is earlier.

"OPERATING EXPENSES" shall have the meaning ascribed thereto in Section 6(a).

"OPERATING AND MAINTENANCE EXPENSES" shall mean those expenses and impositions
relating to the operation and maintenance of the Property as set forth on
Exhibit 'D' attached hereto.

"PROPERTY" shall mean the Land, Buildings, Site Improvements and all other
structures, facilities and equipment thereon that is not the property of Lessee.

/s/ Jayapal Reddy                                                /s/ Manoj Menon

<Page>

"PARTY" shall mean the Lessor and/or the Lessee in the singular as the context
might require

"PARTIES" shall mean the Lessor and the Lessee together as the context might
require

"RENT" shall have the meaning ascribed thereto in GTC-l1 of Exhibit 'A'.

"SECURITY SERVICES" shall mean the security facilities and amenities described
on Exhibit "A".

"SHARED OFFICE" shall have a meaning of other Lessees sharing the premises and
common areas.

"TERM" shall have the meaning ascribed thereto in Section 3.

/s/ Jayapal Reddy                                                /s/ Manoj Menon