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                                                                   Exhibit 10.32

[GRAPHIC]

                                     GANGA

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

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

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

/s/ Authorized Party
--------------------


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[GRAPHIC]

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

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

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

AND WHEREAS The Users had approached the Owners to allow the Users to use the
said Facilities for the purpose of development and support of software only for
a period of three years for service charges specified in Schedule II commencing
from 24th July 1995 which could be renewed for a further period of five years
purely on temporary basis to which the Owners have agreed on the following terms
and conditions mutually agreed by and between the parties hereto :

/s/ Authorized Party
--------------------


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

1.       The Users have agreed with the Owners for the use of the requisite
         equipments, furniture, articles and things, as per Schedule I hereto
         annexed (herein after referred to as the "Facilities") installed at
         A-1, Technology Park, MIDC, Talwade, Pune 412 114 so that the Users
         together with other permitted parties would have access to use, the
         said Facilities for a limited period of Three plus Five years
         commencing from 24th July 1995 and expiring on 31st July 2003 for the
         purposes of and to facilitate the carrying on the business of the
         users.

2.       The Users had deposited with the Owners a sum of Rs.240,000/- (Rupees
         Two Lakh Forty Thousand Only) as security for the due fulfilment of the
         terms and conditions of the Agreement and also to ensure good conduct,
         proper management and regular payment of dues. The said amount will
         remain with the Owners free of any interest till the expiration of the
         period of this Agreement or termination thereof on account of any
         breach of the terms and conditions thereof by the Users.

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

4.       The Users hereby further agree and undertake to regularly and
         punctually pay to the Owners every month an amount as determined as per
         Schedule II, which is at the rate of Rs. 120.00 per hour commencing
         with effect from 1st October 1997, for using the Facilities
         (hereinafter referred to as the "stipulated amount") owned by the
         Owners. The entire output from the operation of the Facilities shall
         belong to and shall be to the account of the Users only.

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

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

/s/ Authorized Party

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

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

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

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

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

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

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

/s/ Authorized Party

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

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

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

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

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

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

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

/s/ Authorized Party

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

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

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

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

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

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

/s/ Authorized Party

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

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

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

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

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

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

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


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                                   SCHEDULE I

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

installed in the premises of the Owners at MIDC Talwade Pune 412114 and
available for the use of users for transmission of software from and through
MODULE III in the said Premises.


                                   ----///----

                                   SCEHDULE II

<Table>
<Caption>
         Period
From                  To                    Maximum Charges          Rate per hour
                                             per annum and
                                          Proportionately for
                                              part thereof

<S>                   <C>                   <C>                       <C>
01.10.1997            31.07.1998            Rs. 8,76,000/-            Rs. 120.00

01.08.1998            31.07.1999            Rs. 13,97,000/-           Rs. 160.00

01.08.1999            31.07.2000            Rs. 14,95,000/-           Rs. 171.00

01.08.2000            31.07.2001            Rs. 16,00,000/-           Rs. 183.00

01.08.2001            31.07.2002            Rs. 17,12,000/-           Rs. 195.00

01.08.2002            31.07.2003            Rs. 18,31,000/-           Rs. 209.00
</Table>


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