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                                                                Exhibit 10.28(a)

                      DATED THIS 15th DAY OF DECEMBER 2003




                                   LEASE DEED


                                 By and Between


                                JVP SOFT(P) LTD,

                                       And

                        KANBAY SOFTWARE (INDIA) PVT. LTD.

                                        i
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[GRAPHIC]

S.No. 58845  Dt 25/11/2003  Rs. 100   52844               /s/ Authorized Party

Sold to  Raju S/o. Rajaiah

to Whom   Kanbay Software Pvt. Ltd.                  [SEAL]

                                   LEASE DEED


This Lease Deed ("Lease") is made and executed as of the 15th day of December
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-l, Technology Park,
MIDC, Talwade, Pune 412 114, represented through its authorised signatory,
Mr. Manoj Menon, Vice President (hereinafter 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/ Jayapal Reddy                            /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 - 1, 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 WHERAS 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 DEEP OF LEASE WITNESSETH 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:

/s/ Jayapal Reddy                            /s/ Manoj Menon

                                        b
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SECTION 1.     EXHIBITS.

This Lease together with the Exhibits annexed hereto and hereinafter described,
are by reference incorporated herein and marie 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 - Special Terms and Conditions

       Exhibit C - Building Premises & Demised Premises

       Exhibit D - Operating Expenses

       Exhibit E - 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 15737 ( Fifteen
       thousand seven hundred and thirty seven) square feet on the second floor
       (South Side) of the building situated at # 5, Software Unit Layout more
       fully described in Exhibit "C" hereunder and herein referred to as the
       "Demised Premises" together 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) initially for a term of fourteen and half (14 1/2 )
       months 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

       /s/ Jayapal Reddy                            /s/ Manoj Menon

                                        c
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       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.

SECTION 3.     TERM & TERMINATION

(a)    This Lease and the parties' respective rights, obligations and
       liabilities hereunder shall be effective from "the commencement date".
       The Lessor shall deliver free and vacant possession of the Demised
       Premises to the Lessee on the date of execution 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 Second Floor to be issued by the Municipal
       Corporation of Hyderabad (MCH) or any other competent authority in this
       respect on or before December 1st January 2004. In the event, the Lessor
       is unable to provide the Occupancy Certificate on or before 15th January
       2004, 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 be initially for a period of 14 1/2
       (FOURTEEN AND A HALF) MONTHS, commencing from the Commencement Date and
       ending at: 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The
       Parties shall mutually agree 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.

(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)    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

       /s/ Jayapal Reddy                            /s/ Manoj Menon

                                        d
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       legal rights of the aggrieved party in respect of such breach by the
       party committing such breach.

SECTION 4.      RENT

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

The Lessee has agreed to pay to the Lessor Rs. 27.00 (Rupees twenty-seven only)
per square feet per month with effect from the commencement date of this Lease
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. In the event the
Lessee renews the Lease for a further period after the Expiration Date, the
monthly rent will be enhanced to Rs. 30.00 ( Rupees thirty only) per square feet
upto 15th March 2006. The Lessee, at the request of the Lessor, has agreed to
pay the monthly rent payable for the month of February & March 2004
respectively, as rent paid in advance, by 15th January 2004, subject to
Section 1 & 2 of Exhibit B.

       /s/ Jayapal Reddy                            /s/ Manoj Menon

                                        e
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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.
16,99,596.00 (Sixteen Lakhs ninety nine thousand five hundred and ninety six
rupees only) on account of interest free refundable security deposit
(hereinafter "IFRSD") payable on or before 1st December 2003. The Lessor shall
be entitled to adjust the IFRS D 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 the 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 at the rate of Rs. 2.00 (
       Rupees two only) per square feet of chargeable area of the Demised
       premises., i.e., the area admeasuring 15737 square feet of the Demised
       Premises from the Commencement Date till the Expiry Date, per month. In
       the event the Lessee renews the Lease for a further period after the
       Expiration Date, the monthly maintenance charges will be enhanced to Rs.
       3.00 ( Rupees three only) per square feet of chargeable area of the
       demised premises upto 15th March 2006.


(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/ Y. Rajasekar                      By /s/ Jayapal Reddy

   Name  Y. RAJASEKAR                        Name JAYAPAL REDDY

   Title                                     Title CHAIRMAN

                                        f
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2. By  /s/ Amit R. Godse

   Name AMIT R. GODSE

   Title Sr. Software Engineer

Witnesses/attest as to Lessee:           LESSEE:

1. By    Jayanth Deshmukh               By      /s/ Manoj Menon

   Name  Jayanth Deshmukh                Name    MANOJ MENON

   Title Dy Manager. Admin.              Title   VICE PRESIDENT

2. By  /s/ Authorized Party

   Name  Authorized Party

   Title Deputy Manager

                                        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-11:   RENT.................................................................................8
   GTC-12:   SURRENDER OF DEMISED PREMISES........................................................9

 RULES & REGULATION FOR USE OF PREMISES:..........................................................9

   GTC-13:   USE OF PREMISES......................................................................9
   GTC-14:   RULES & REGULATIONS.................................................................11
   GTC-15:   ASSIGNMENT AND SUBLETTING...........................................................11
   GTC-16:   ALTERATIONS.........................................................................11
   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..................................................................14
   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>

/s/ Jayapal Reddy                            /s/ Manoj Menon

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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
   GTC-48:   NO PARTNERSHIP......................................................................24
   GTC-49:   LESSEE'S AUTHORITY..................................................................24
</Table>

/s/ Jayapal Reddy                            /s/ Manoj Menon

                                      - 2 -
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                             FACILITIES & AMENETIES

GTC-1 :        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 'C' for which sums mentioned in
Section 4 shall be charged from the Lessee

Office Space shall provide for

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

    (ii)    IPS / Polished Mosaic / Tandoor Flooring

    (iii)   Common areas Lighting

    (iv)    Four (4) numbers 13-passenger KONE elevators

    (v)     Water for Lavatory purpose

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

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

    (viii)  Fire Fighting system

    (ix)    Parking - as described in GTC-8, Exhibit 'A'

          /s/ Jayapal Reddy                            /s/ Manoj Menon

                                      - 3 -
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GTC-2:         MAINTENANCE

(a)    The following facilities (but not limited to) shall be provided by the
       Lessor as part of the Maintenance of the Building 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, 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                            /s/ Manoj Menon

                                      - 4 -
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             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 within 7 working days of
             the receipt of the electricity bill from the Lessor 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.


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
       he 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 1OO % power back by 2x 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 -
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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

       The Lessor shall provide a common cafeteria on the fifth floor for all
       the occupants of the Building Premises. Cafeteria operations shall be
       organized by the Cafeteria Management

(a)    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.

(b)    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.

(c)    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 1000 SFT Leased by the Lessee at no additional
       cost. At the current time the Lessee is leasing 15,737 square feet,
       therefore the Lessee is entitled for parking fifteen (15) 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, contractors and hired cars
       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.

       /s/ Jayapal Reddy                            /s/ Manoj Menon

                                      - 6 -
<Page>

(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 Building
       Premises 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 Building Premises.

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

(b)    Drivers will not 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, casually 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, 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 minimum three working
       days of any proposed suspension of facilities. Lessor shall arrange to
       restore facilities as soon as practicable at the expense of the Lessor.

          /s/ Jayapal Reddy                            /s/ Manoj Menon

                                      - 7 -
<Page>

                    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 Lessor should receive the payment on or before
       the fifteenth (15th) day of each calendar month during the term of this
       lease. The 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 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, all Charges and 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

          /s/ Jayapal Reddy                            /s/ Manoj Menon

                                      - 8 -
<Page>

       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 excepted. 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.


                     RULES & REGULATION FOR USE OF PREMISES


GTC-I3:        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 "A" hereof.

           /s/ Jayapal Reddy                            /s/ Manoj Menon

                                      - 9 -
<Page>

(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 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 casually excepted.

          /s/ Jayapal Reddy                            /s/ Manoj Menon

                                     - 10 -
<Page>

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 rules 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.

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

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

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

(e)    General rules and regulations for proper administration of the Building
       Premises 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.

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 expense 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

           /s/ Jayapal Reddy                            /s/ Manoj Menon

                                     - 11 -
<Page>

       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 materialmen'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 fit-outs as mentioned in Section 16 (a) above in
       the Demised Premises.

(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
       not 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 structural
       nature on the Demised Premises, whether made at Lessee's expense or
       otherwise, shall be and remain the property of Lessor.

          /s/ Jayapal Reddy                             /s/ Manoj Menon

                                     - 12 -
<Page>

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 Property 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 of 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 350 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 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

          /s/ Jayapal Reddy                             /s/ Manoj Menon

                                     - 13 -


<Page>

       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.


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
as 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
additional remedy granted to Lessor and not in limitation of any other rights
and remedies which Lessor may have in said circumstances:

       /s/ Jayapal Reddy                            /s/ Manoj Menon

                                     - 14 -
<Page>

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, however,
the Lessor shall not bear the cost for repair of the fixtures and fittings
installed by the Lessee in the Demised Premises, provided further, that any
policy of insurance maintained by the Lessor wi11 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 -
<Page>

                                  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 party
       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 a 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.

(j)    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 righis 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, 0r 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, KD 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 so 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-l
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 stall 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 Io 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 supersede all prior deeds, agreements, and 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 at of the covenants,
undertakings, obligations and agreements of lessor herein are made solely on
behalf of lessor and that

       /s/ Jayapal Reddy                            /s/ Manoj Menon

                                     - 22 -
<Page>

lessee shall have recourse against only its interest in the properly, for the
recovery of any damages resulting from the failure of lessor to perform any
covenant, understanding, obligation and agreement of lessor herein. Lessee also
covenant 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 no record this Lease or any short-form 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
Lessee.

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

                          SPECIAL TERMS AND CONDITIONS

     SECTION 1.     BATHROOMS


     The Lessor shall complete on or before the commencement date, the
     construction of the Bathrooms in the Demised Premises at its own costs and
     in terms of similar specifications and scope of work for which the
     bathrooms for the Ground Floor of South Side Block A of the Building
     Premises had been constructed. The Lessee shall not be liable to pay the
     rent proposed to be paid in advance as mentioned in Section 4 of the Lease
     if the Lessor is unable to complete the Bathrooms no later than the
     Commencement Date of the Lease.

     SECTION 2.     CAFETERIA

(i)The Lessor on temporary basis shall provide a make shift cafeteria on the
First Floor, North Wing of the Building Premises, with a seating capacity of 300
employees on or before the Commence Date of the Lease. The Lessee shall not be
liable to pay the rent proposed to be paid in advance as mentioned in Section 4
of the Lease if the Lessor is unable to complete the said temporary cafeteria by
the Commencement Date of the Lease.

(ii) The Lessor shall complete the permanent cafeteria on the 5th Floor of the
Building Premises as per the specifications provided in GTC-7 of Exhibit A of
the Lease no later than than 1 (one) month from Commencement Date of the Lease.

(iii) However the rental for the cafeteria space of 1207 sft shall be deducted
by the Lessee from the total rental payable for the month of January 2004.

SECTION 3. ELEVATOR

The Lessor has agreed to provide to the Lessee 2 (two numbers) elevators of the
type known as "Monospace" of KONE make, having capacity of 13 passengers for the
South Side Block-A of the Building Premises, within a period of 1 (one) month
from the commencement date of the Lease at no extra cost of the Lessee
whatsoever. The Lessor shall ensure that the elevators would work 24 hours a
day, all seven days a week and at a

       /s/ Authorized Party                              /s/ Authorized Party

<Page>

minimum speed of 1 meter per second with a minimal down time and shall be
covered under Annual Maintenance contract. The Lessor shall also arrange to
maintain the said elevator's for exclusive use of the Lessee, however in the
event the Lessee or any of its group companies is not in possession of the 1st,
2nd, 3rd or 4th Floor of Building Premises during the terms of this lease or any
extension of the term of the Lease thereof the Lessee shall not enjoy the
exclusive use of the said elevators. Use of the lifts for transporting
material should be done only on a designated lift to be determined by the
lessor. Incase of any damage, same should be rectified by the lessee.

       /s/ Authorized Party                               /s/ Authorized Party

<Page>

                                   EXHIBIT "C"

                                       TO

                               LEASE DEED BETWEEN

                       JVP SOFT PRIVATE LIMITED, (Lessor)

                                       AND

                KANPAY 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)

West: Plot No. 4 of Softsol India Limited;

                                DEMISED PREMISES

ALL THAT piece and parcel of portion of space measuring 14,530 (Fourteen
Thousand Five Thirty) square feet of super built up area on the second floor of
the South Side-Block A and together with common cafeteria space of 1207 (One
thousand two hundred and seven) square feet of the Fifth Floor amounting to a
total space admeasuring 15,737 (Fifteen thousand seven hundred and thirty seven)
square feet in the Building Premises described above.

       /s/ Authorized Party                               /s/ Authorized Party

<Page>

                                   EXHIBIT "D"
                                       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
       15,737 square feet of the Demised Premises. The Lessee shall pay the
       maintenance charges at the rate of Re. 2.00 (Rupee one only) per square
       foot of chargeable area of the Demised premises per month from the
       COMMENCEMENT DATE till the Expiration Date of this Lease in the manner
       provided in the Clause (b) below. In the event the Lessee upon Expiration
       of this Lease, renews the lease period in terms of Section 3 of the
       Lease, the Lessee shall pay the maintenance charges at the rate of Rs.
       3.00 (Rupees three only) per square foot per month of Chargeable area
       i.e., the area admeasuring 15,737 square feet of the Demised Premises
       upto 15"' March 2006

(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/ Authorized Party                           /s/ Authorized Party