**Exhibit 10.40****DEED OF LEASE**  This Deed of Lease is executed at Bangalore on the 1st day of February 2008   **BY AND BETWEEN:** ** **** ****SALARPURIA SOFTZONE**, a Partnership Firm registered under the provisions of the IndianPartnership Act, 1932, having its registered office at No. 7, Chittaranjan Avenue,Kolkata 700 072, and its regional office at ‘Money Terrace’, No. 100, K. H. Road,Bangalore represented by its **Partner Mr. Bijay Kumar Agarwal**, hereinafter referred toas the “**LESSOR”**, which term shall wherever the context permits, mean and include itssuccessors in interest and permitted assigns of FIRST PART;  **AND** ** **** ****SPPL PROPERTY MANAGEMENT PRIVATE LIMITED**, a company incorporated under the CompaniesAct, 1956 and having its registered office at No.11, Crooked Lane, Kolkata, 700 069and its Bangalore office at Money Terrace, #100, K.H. Road, Bangalore 560 027,represented herein by its Director **Mr. Pradeep Kumar Dhandhania**and hereinafterreferred to as “**MAINTENANCE SERVICE PROVIDER**”, which term shall wherever the contextpermits, mean and include its successors-in-interest and permitted assigns of theSECOND PART;  **IN FAVOUR OF** ** **** ****AVENTAIL INFO TECH PRIVATE LIMITED,**a company incorporated under the provisions ofCompanies Act, 1956, having its registered office at 14/3A, Rashrotthana Bhavan,Nrupathunga Road, Opposite Reserve Bank of India, represented herein by itsauthorized signatory, Robert Selvi, Additional Director hereinafter referred to asthe “**LESSEE”**, which term shall wherever the context permits, mean and include itssuccessors in interest and permitted assigns of the THIRD PART;The Lessor, Maintenance Service Provider and the Lessee are hereinafter referred to individuallyas a “**Party**” and collectively as the “**Parties**”, as the context may require.**WITNESSES AS FOLLOWS**:**WHEREAS**:The Lessor has made the following representations in respect of the office space, which ismentioned herein below:1. The Lessor is the owner of the Office Space admeasuring a rentable area of **35,979 sq. ft.comprising the 4th floor of Wing A, Office 1, ‘Salarpuria Softzone**‘, Bellandur, Varthur Hobli,Bangalore 560 037. 2. The Lessor is desirous of giving on lease to the Lessee and the Lessee is desirous of takingon lease from the Lessor, office space ALONG WITH amenities and services
1

 
  inclusive of proportionate share in common areas such as passages, lobbies, lifts,staircases and other areas of common use with **20 (Twenty) earmarked car parking spaces**[70%of the car parking spaces shall be covered car parking spaces]. The part of the officespace consist of 22,800 sq. ft of fully operational, furnished, plug and play ready and13,179 sq. ft of partially furnished remaining office space and is more fully described inthe **Schedule**hereunder and shall hereinafter be referred to as the **Leased Premises**. TheLessor confirms that the Leased Premises is free from encumbrances of any and all kindswhatsoever.3. The Maintenance service provider is providing the maintenance services in the said buildingand for Leased Premises. 4. Making the above representations, the Lessor has offered to lease the Leased Premises to theLessee and the Lessee has agreed to take on lease the Leased Premises on terms and conditionshereinafter contained.**NOW THIS DEED WITNESSETH AS FOLLOWS:****I.** **GRANT OF LEASE**:   Pursuant to the above agreement, in consideration of the rent hereby reserved and of thecovenants and conditions herein contained and to be observed and performed on the part ofthe Lessor and the Lessee, the Lessor hereby grants, conveys and transfers by way of leaseto the Lessee, the entire Leased Premises to enjoy the same as a Lessee. **II.** **DURATION OF LEASE**:  **1.** **Duration:**   The duration of lease shall initially be a period of **5 years**(**initial term**) from the Leasecommencement date (hereinafter referred to as the **DATE OF LEASE**). The Lessee shall have thesole option to seek two further extensions of 5 years (**extended terms**) on/at the terms andconditions stipulated in this Deed. The initial period of 4 years **(48 months)**during thefirst period of 5 years (initial term) shall be treated as the **lock in period**inclusive oflast 3 months (46th to 48th month) as the notice period. No lock inperiod will be applicable for the extended/renewed terms.   **2.** **HANDOVER DATE:**   On Lessee approving the design sample of the fit out improvement or signing of this deed,which ever is later, the Lessor will hand over the Leased premises with in 75 calendar daysfrom date of such approval, fully furnished along with fit out ready for plug and play tothe Lessee.
2

 
  **3.** **LEASE COMMENCEMENT DATE / RENT COMMENCEMENT DATE:**   The Lessor and the Lessee agree that the Rent Commencement Date is the date on which theLessor hands over fully furnished premises along with fit out improvements as per thespecification of the Lessee. The Lease commencement date is fixed as 01/03 2008 that is1st March 2008 In case the Lessor does not handover the fully fitted out leasedpremises to the Lessee on such date, the Rent commencement date shall be deferred to theactual date on which the Lessor hands over the leased premises to the Lessee i.e ...........2008. * ** **Fit out Improvements”*means improvements to the Leased Premises as follow: a) Interior  b) False Ceiling  c) Flooring — Hard & Carpets  d) Blinds  e) Modular Systems  f) Chairs  g) Internal Electrifications  h) Air Conditioner (low-side)  i) Net Working  j) Fire Detections  k) Supply of 360 KVA power and connection by BESCOM to thepremises;  l) Supply of 360 KVA DG back up power for the Leased Premisesthrough common shared Diesel Generator including for the High SideAir-conditioning;  It is further agreed that fit out improvement do not include EPABX, Access control system,CCTV system, UPS, all active components such as systems, servers etc, precision Airconditioners; which will be in the Lessee scope.   **4.** **RENEWAL OF LEASE DURATION:**   The Lessee, shall, at its option be entitled to renew the lease of Leased Premises forfurther periods under a separate registered deed, on the same terms and conditions exceptthe office space rental which shall escalate as provided herein and there shall be noescalation on the rent for the car parking for any portion of the initial term andextended/renewed terms a) On expiry of the initial 60 (sixty) months period (**Initial Term**), the Lesseeshall be entitled to renew the lease for a further period of 60 (sixty) months (**firstrenewed term**) on the terms and conditions contained herein subject to the escalationmentioned above. The initial 60 (sixty) months referred to herein shall commence on thedate of lease.
3

 
 b) On expiry of the first renewed term, the Lessee shall be entitled to renew thelease for a further period of 60 (sixty) months (**second renewed term**) on the terms andconditions contained herein subject to the escalation mentioned above.  c) On the expiry of the second renewed term, the Lessee shall be entitled to renewthe lease for further period/s on such terms and conditions as may be mutually agreedupon between the Lessor and the Lessee and in the manner further provided here under.  **5.** **NOTICE FOR RENEWAL OF LEASE DURATION:**   For renewal of lease as specified above, the Lessee shall notify the Lessor to thateffect, three month/s prior to the expiry of the initial term or the first renewed termof lease as the case may be.  **6.** **LOCK IN PERIOD:**   (a) The lease of the Leased Premises shall be subject to a lock in period of the initial**48 (forty-eight) months**, from the Date of Lease, comprised in the Initial Term of thelease. No lock in period is applicable for the first renewed term and the second renewedterm of this lease. After the first 45 (Forty Five) months of the lock in period, theLessee may terminate the lease by giving three months advance notice in writing in thatbehalf to the Lessor and on the expiry of the period of the notice, the Lease shall standterminated.    (b)Subject to the terms and conditions mentioned herein, if the Lessee terminates thelease during the aforesaid lock in period of 48 (forty eight) months, despite the Lessorfulfilling all their obligations under the lease and [EXCEPT due to occurrence of forcemajeure events and/or due to breach on the part of the LESSOR in fulfilling any term orcondition of this Deed) the Lessee shall be liable to pay to the Lessor the entire rentsfor the unexpired portion of the lock-in-period.    (c) After the expiry of the above said period of 45 (Forty Five) months (as mentioned insub-clause a above), the Lessee, if it so desires, will be entitled to terminate thesepresents at any time during the remaining portion of the initial term or extensionthereof without assigning any reasons by giving three months’ advance notice in writingin that behalf to the Lessor.    (d) After the expiry of the period of lease, initial or extended/renewed and thetermination of the lease, the Lessee shall quit, vacate and handover quiet, vacant andpeaceful possession of the Leased Premises to the Lessor in the same order and conditionas they were at the time of entering into these presents (reasonable wear
4

 
   and tear excepted) and against refund of balance security deposit by the Lessor in termsof clause **IV**below.**III.** **RENT**: 1. The rent payable per month from the rent commencement date for the first threeyears of the initial term of lease of the Leased Premises shall be computed at thefollowing rates:  a) Office Space admeasuring a rentable area of 35,979 sq.ft. at a monthly rent Rs.70.42/- per sq. ft. per month amounting to Rs. 25,33,787/- per month (Rupees TwentyFive Lakhs Thirty Three Thousand Seven hundred and Eighty Seven Only) excluding servicetax and such other tax as applicable and made payable on the Lease as pernotification, rule and enactment of appropriate government. The brief specificationsof the warm shell provided by the Lessor in the Leased Premises are more fullydescribed in **Annexure A**and the brief specifications of the fit out provided for partof the office space amounting to 22,800 sq ft and Partial fit out provided forremaining portion of office space amounting to 13,179 sq ft provided by the Lessorincluding the Design plans, List of Vendors, are more fully described in **Annexure B**tothis Deed.  b) Car Parking Rent: 20 car parking spaces at a monthly rent of Rs. 2,500/- percar parking space amounting to Rs. 50,000/- per month (Rupees Fifty Thousand Only)excluding service tax and such other tax as applicable and made payable on the Lease asper notification, rule and enactment of appropriate government.  c) Total monthly lease rental payable would be a summation of office space rentand Car Parking rent. The total amount payable per month for these items for the firstthree years of the lease duration shall be Rs. 25,83,787/- (Rupees Twenty Five LakhsEighty Three Thousand Seven Hundred and Eighty Seven Only).  2. **ESCALATION OF RENT**.    The total monthly office space rent shall be escalated by nine point three seven (9.37%)every three (3) years during the Term of lease. Such escalated rent shall also bereferred to as the Rent. However, there shall be no escalation on the Security Depositand car-parking charges during the initial term, first renewed term and second renewedterm.  3. The Lessee shall pay the rent mentioned in clause 1 (a), (b) and (c) to theLessor as well as the building maintenance/outgoings to the Maintenance ServiceProvider from the rent commencement date. The handover date shall not be later than 75calendar days from the date of approval of design plans by the Lessee or signing of
5

 
   this deed, which ever is later. In case of a delay in handover, the Lessor will beentitled for an additional fifteen (15) days grace period to hand over failing which theLessee will be entitled for one and half (1 1/2 ) days of rent free period for every daydelay in hand over beyond the handover date. 4. The Lessee shall pay the rent mentioned in clause 1 (a), (b) and (c) to theLessor as well as the building maintenance/outgoings to the Maintenance ServiceProvider on a monthly basis, the rent for each month being payable on or before theseventh day of that month. In case of delay in payment of rent, the Lessee shall beliable to pay interest of 15% p.a. on the rent amount due from the due date till thedate of actual payment.  5. Payment of rent shall be subject to deduction of tax at source at ratesprescribed by the Income Tax Act, 1961 for which the Lessee shall issue necessarycertificates to the Lessor. The Lessee shall also bear the service tax and such othertax on Lease as applicable and payable on the rents and other consideration herein, atrates prescribed by the Government, provided the same is made payable on the Lease asper notification, rule and enactment of appropriate government.**IV.** **SECURITY DEPOSIT:** 1. The Lessee shall pay the Lessor an Interest free refundable security depositamounting to Rs. 2,79,73,670/- (Rupees two crore seventy nine lakh seventy threethousand six hundred and seventy only). The Lessee shall pay the said amount ofinterest free security deposit as security to ensure the performance of theirobligations under this Deed.  2. The Lessee shall pay the interest free refundable deposit in the followingmanner: **a)** Within **3 days**from the execution of the Deed, the Lessee shallpay to the Lessor part of the above security deposit amounting to **INR1,58,30,760/-**(Rupees One Crore Fifty Eight Lakhs Thirty Thousand Seven Hundredand Sixty Only) and the Lessor shall acknowledge in writing the receipt of theabove amount.  **b)** Within **3 days**from the date of the actual handover of the fullyfitted out and fully functional Leased Premises to the Lessee, the Lessee shallpay to the Lessor remaining amount of above security deposit amounting to INR
6

 
   1,21,42,910/- (Rupees One Crore Twenty One Lakhs Forty Two Thousand NineHundred and Ten Only) and the Lessor shall acknowledge in writing the receiptof the above amount. 3. It is clarified that there will be no increase in the security deposit pursuantto escalation in rent either in the initial term or the extended terms.  4. Subject to the provisions of this Deed, immediately upon the expiry or earliertermination of this Deed as provided in this deed, the Lessor undertakes and agrees,without demur, protest and/or demand, to refund to the Lessee, the amount of SecurityDeposit refundable to the Lessee simultaneously with the Lessee handing over vacantpossession of the Leased Premises. The refund of security deposit shall be made bybanker’s cheque drawn in favour of the Lessee and the Lessee shall handover vacantpossession of the Leased Premises immediately.  5. Simultaneously with the repayment of the Security Deposit by the Lessor to theLessee, the Lessee shall have to pay over to the Lessor, all amounts due and payable bythe Lessee to the Lessor, whether on account of arrears of rent, maintenance charges,electricity consumption charges or other dues whatsoever under this Deed by accountpayee cheque drawn in favour of the Lessor. In the event of default in making suchpayment of the arrears as mentioned above, the Lessor shall be entitled to deduct thesame and repay the balance amount of Security Deposit.  6. It is hereby expressly agreed that the Lessor shall not be entitled to demandphysical vacant possession of the Leased Premises, unless the Lessor refunds in oneinstallment, the amount of the Security Deposit as aforesaid by Banker’s cheque.  7. If the Lessor fails to refund to the Lessee, the Security Deposit and any otheramounts due to the Lessee as aforesaid, the Lessee shall be entitled to remain inoccupation and possession of the Leased Premises without any liability to pay rent orany other charges in respect to the Leased Premises, without any interference ordisturbance from any person, including but not limited to the Lessor, or any personclaiming through, under or in trust for it, until the Lessor refunds to the Lessee inone instalment the security deposit with interest at the rate of 15% p.a. from the dateon which Security Deposit became due and payable till the date of payment. The Lessee’spossession of the Leased Premises shall be on the same terms and conditions asmentioned in the Deed of Lease,
7

 
   except as provided for hereinabove. The occupation of the Leased Premises withoutpayment of rent and other charges pursuant to the default on part of the Lessor topay the Security Deposit shall not constitute a default by the Lessee under the Deed. 8. The right of the Lessee to remain in rightful occupation shall be withoutprejudice to the right of the Lessee to take steps to recover the security deposit andany other amount due for refund to the Lessee from the Lessor.  9. In the event Lessee does not vacate the Leased Premises on the expiry orearlier termination of the Deed of Lease, and the Lessor is ready to refund the entireDeposit, Lessee will be liable to pay to the Lessor a sum equivalent to twice themonthly rent until such time Lessee hands over the vacant possession of the LeasedPremises to the Lessor.  10. The Lessor will not claim any additional amount of security deposit during theExtended/Renewed Term.**V.** **COMMON AREA / MAINTENANCE CHARGE AND REPAIRS TO THE PREMISES:** 1. The Lessee agrees to pay a charge towards the maintenance services. The LeasedPremises maintenance charge is payable to The Maintenance Service provider.  2. The Lessee shall pay maintenance charges for the Leased Premises at the rate ofRs.5.50 (Rupees Five decimal fifty paise) per square feet per month amounting to **Rs.1,97,885/-**(Rupees One Lakh Ninety Seven Thousand Eighty Hundred and Eighty Five only)per month excluding service tax. Payment of maintenance charges shall be subject todeduction of tax at source at rates prescribed by the Income Tax Act, 1961 for whichthe Lessee shall issue necessary certificates to the Lessor. The Lessor confirms thatthe maintenance charges for the current tenants till date has not been charged atlesser than INR 5.50/- per Sq ft. The maintenance charges will be escalated 5% everyyear of the Term on a yearly cumulative basis on last maintenance charge paid.Maintenance Charges shall be payable monthly to the Maintenance service provider on orbefore 7th of every month along with payment of Rent as per the Lease Deed.  3. The maintenance Charges payable shall be inclusive of water and electricitycharges for maintenance of the common areas in the Building. The Building, theelevator, and the Leased Premises will remain open and accessible 24 hours a day, 7days a week, 365 days a year. Maintenance charges also include water consumption bythe Lessee in the Leased Premises.
8

 
 4. The Scope of Services under the Common Area Maintenance Charge includes:    Operation and Maintenance of common electrical systems, including but not limited to,maintenance of elevators, maintenance of fire protection systems and common areagenerators, refuse removal, Building security, Building and civil repairs, sanitary andplumbing, cleaning of external façade and curtain glazing, housekeeping for Common Areas,lighting for Common Areas, landscaping, pest control, water consumption. The Scope ofMaintenance is more fully set out in **Annexure -C**attached herein.  5. The LESSOR shall, at its cost and expense, take care of any major repairs andstructural maintenance and capital replacements [related to electrical, mechanical,air-conditioning, plumbing, DG sets, Fire Safety Systems (i.e., smoke detectors, visualand audible devices, etc.)] required in the Building and structural repairs including,but not limited to repairs related to beam cracks, structural portions of the roof,shafts, the foundations of the Building and exterior load-bearing walls of the Buildingand major leakage.  6. The Lessor shall respond to the Lessee’s request for repairs within 72 HOURS ofthe request and ensure that the required repairs are carried out in the normal timetaken to undertake such repairs. The Lessor or its representatives shall act carefullyand reasonably when exercising any right of access to the Leased Premises for suchrepair and the Lessor shall ensure that such repairs do not unreasonably interfere withthe business of the Lessee to the extent possible.  7. The Lessee shall permit the Lessor or its authorized agents to enter upon theLeased Premises to carry out repairs at reasonable times during the Lessee’s businesshours by giving 48 (Forty eight) hours prior written notice, except in case ofemergency wherein the Lessor will give prior intimation to the Lessee, and such repairsshall be performed in the presence of the Lessee’s representative, if the Lessee makesarrangement for deputing its representative.  8. The Lessee shall keep the Leased Premises in a clean and tidy condition subjectto reasonable wear and tear and shall use the Leased Premises for office purpose only.  9. The Maintenance service provider/LESSOR shall solely be responsible for theprovision of the services mentioned in clause 4 above.  10. In the event of the Maintenance service provider/LESSOR failing to provide theservices mentioned herein and such failure subjects persons or property to an immediaterisk of harm or causes a delay in or impedes the business operations of
9

 
   the Lessee, the LESSEE shall be entitled at its sole discretion to perform suchobligations itself after providing a quotation of the party performing such work for suchperformance to the Maintenance service provider, and the Maintenance service providershall reimburse the Lessee for the entire cost of performing such obligations withinfifteen (15) Business Days of receipt of an invoice for such costs from Lessee. IfMaintenance service provider fails to reimburse Lessee for such costs within theabove-mentioned period, Lessee shall have the right to deduct such costs from the nextinstallment(s) of Maintenance Charges payable to Maintenance service provider and theLessee shall be entitled to recover any balance amount due to the Lessee. 11. However, before obtaining the aforesaid services from alternate sources theLESSEE shall issue a notice in writing to the Maintenance service provider/LESSORinforming it of the particular services not being provided. If the Maintenance serviceprovider/LESSOR resumes providing the aforesaid services to the reasonable satisfactionof the LESSEE then the LESSEE shall not be entitled to obtain such services fromalternate sources. The amount spent by the Lessee for obtaining the aforesaid servicesfrom alternate sources shall be at actual. The Lessee is taking on lease the fullyoperational, furnished, plug and play office space along with amenities and services.Hence, the maintenance services are an integral part of the lease. Though themaintenance services are being provided by the Maintenance Service Provider, it shallbe the duty of the Lessor to ensure that the maintenance services are provided and madeavailable to the Lessee without any interruption whatsoever during the entire initialterm and renewed terms.  12. Without prejudice to its other rights and remedies, Maintenance serviceprovider shall be entitled to collect interest at the rate of fifteen percent (15%) perannum on all arrears of the Maintenance Charges payable by Lessee under this Deed fromthe time the same become due and payable until the actual date of payment. The paymentof interest shall not entitle Lessee to default in payment of the Maintenance Chargeson the applicable Due Dates.  13. It is hereby agreed that Lessee shall be responsible for generally maintainingthe interiors of the Premises. It is hereby clarified that Lessee shall not be underany obligation to maintain/repair/upkeep any structural elements of the Building.  14. In the event of Maintenance service provider arranging with any bank orfinancial institution for the discounting of the Maintenance Charges receivable by itunder this Deed, Lessee, upon receipt of written instructions from Maintenance service
10

 
   provider, copies of the mortgage deed or other documents governing such discountingarrangement, and a letter from Maintenance service provider discharging Lessee frompaying Maintenance Charges to it if payments are made in favour of such bank or financialinstitution, will confirm such arrangement to the Lessor in writing and thereafter paythe Maintenance Charges payable under this Deed by cheque drawn in favour of such bankor financial institution, without in any manner creating any obligations whatsoever onthe Lessee and in favour of the said bank or financial institution. The said cheque willbe issued to the Maintenance Service Provider. Maintenance service provider hereby agreesto indemnify and keep indemnified, Lessee, against any claims in respect thereof. Shouldthe bank or financial institution require any no-objection letter or other such documentfrom Lessee, the same will be issued by Lessee at the cost and expense of Maintenanceservice provider. 15. In the event of any failure by Lessee in payment of the Maintenance Charges,Maintenance service provider will notify Lessee of such non-payment and if suchpayments outstanding are not paid within the notice period, Maintenance serviceprovider will be entitled to stop the services to Lessee. Maintenance service providerwill resume the services only on receipt of the amounts outstanding along with interestthereon at the rate of fifteen percent (15%) per annum.  16. In the event of failure on the part of Lessee to pay consumption charges forraw power for the Leased Premises as payable to BESCOM by the date such charges aredue, Maintenance service provider shall be entitled to disconnect raw power supply tothe Leased Premises, as applicable.  17. In the event of any breach in payment of the services charges for the twoconsecutive months and if the same is not paid within 21 days after notification byMaintenance service provider, Maintenance service provider shall be entitled todiscontinue the said services to Lessee till the date of payment. In the event of anybreach on the part of Maintenance service provider and if the breach is not rectifiedwithin 21 days on such notification by Lessee, the Lessee shall be entitled to stoppayment of the proportionate service charges till the services are resumed in terms ofthis Deed.**VI.** **OTHER AMENITIES AND CHARGES**   **1.** **BESCOM Power with 100% DG back-up** a) The Lessor shall provide to the Leased premises with 360 KVA power load@1
11

 
   KVA/100 Sqft of office space including Power for High Side Air-conditioner throughBangalore Electric Supply Company Limited (hereinafter referred to as **‘BESCOM’**). b) In case Lessee requires additional power over and above 360 KVA, Lessorshall apply for and if sanctioned provide the same as and when required by Lessee onthe Lessee paying a refundable security deposit of Rs.11,500/- (Rupees ElevenThousand Five Hundred only) per KVA of additional power applied for and sanctioned.The Lessor shall refund to the Lessee at the time of termination of the Deed, 70% ofsuch refundable security deposit along with the Interest Free Refundable SecurityDeposit to be refunded.  c) The Lessee shall bear and pay only the electricity charges along withproportionate electric charges for Chillers as per the separate meter providedtherein by the Lessor, from the Hand over date.  d) The Lessor has informed the Lessee that the BESCOM will be providing asingle meter to the whole Building and from the said main meter the Lessor hasinstalled sub meters. The Lessor has further informed the Lessee that if any of thetenants or other Lessee of space in the Building fails to pay its dues, the mainmeter can be disconnected. Hence, in the event of the Lessee failing to pay theamounts due for the electricity, the Lessor may at its discretion under writtennotice to the Lessee, pay the amounts due under this clause to ensure that theelectricity is not disrupted, which will thereby affect the entire Building in whichthe Leased Premises are situated. The Lessee shall repay/pay the amounts alongwith interest thereon at fifteen percent (15%) per annum within (21) twenty-one daysof receipt of notification intimating payment by the Lessor or reminder remindingpayment due and payable by the Lessee, failing which, the management authority shallhave the right to disconnect the power and power back-up after completion of said 21days. The Lessee agrees to ensure that the making of payment for the electricity,only after receiving reminder does not become a practice for every month.  e) The Lessee also agrees to pay for any transmission loss between the mainmeter and the sub meter provided to the Leased Premises caused by Lessee’s actionsin proportion to the amounts payable by the Lessee upon receipt of a notice fromLessor setting forth such amount.  f) The Lessor shall provide 360 KVA back up power including Power for HighSide Air-conditioner through a common shared Diesel Generator for 24 hours a day and7 days a week.  g) In case Lessee requires additional back up power over and above 360 KVA,
12

 
   Lessor shall provide the same as and when required by Lessee on the Lessee paying arefundable security deposit of Rs. 11,000/- (Rupees Eleven thousand only) per KVA ofadditional power back up. The Lessor shall refund 50% of such deposit to the Lesseeat the time of termination of this Deed. h) Consumption Charges are payable by the Lessee as per the sub-metersinstalled by the Lessor at a rate of INR 15.00 (Rupees Fifteen only) Plus taxes ifapplicable per unit and is benchmarked to the current fuel costs i.e. INR.35.26 perlitre. This charge is payable to the Maintenance service provider. The Maintenanceservice provider reserves the right to change the charge in proportion to any actualchange in input costs. (E.g. increase in diesel prices, etc.).  i) The further additional power (clause c above) and further power back-up(clause i above) will be provided subject to availability and after the feasibilityof provision thereof by the Lessor is analysed.**VII.** **LESSEE’S COVENANTS**:   The Lessee hereby agrees and covenants as follows: 1. To observe and perform all the terms, conditions, covenants and provisions ofthis Deed to be observed and performed by the lessee;  2. The Lessee shall pay the said monthly rent to the Lessor, subject to deductionof income tax at source, as applicable under the Income Tax Act, 1961, within the timestipulated herein and issue appropriate TDS certificate to the Lessor for tax deductedat source. The Lessee shall issue TDS certificate once in every three months or withinsuch period as may be prescribed under the Income Tax Act, 1961. The Lessee shallindemnify the Lessor against all actions, liabilities, cost, expenses incurred inconsequence to Lessee failing to issue TDS certificate within the time stipulatedabove.  3. The Lessee shall regularly pay the maintenance charges and charges forconsumption of electricity at the time and in the manner aforesaid.  4. The Lessee shall use the Leased Premises only for business and allied purposesand not for any other purpose  5. The Lessee shall not do in or in relation to the Leased Premises any act, deed,matter or thing which may cause nuisance or annoyance to the other occupiers of thebuilding in which the Leased Premises is situated.  6. The Lessor shall not be responsible or liable for any theft, loss ordestruction of any property of the Lessee lying in the Leased Premises, or for anybodily injury to any
13

 
   person during the occupation of the said Premises from any cause whatsoever unless it isdirectly attributable to negligent conduct on the part of the Lessor. 7. The Lessee shall, subject to reasonable wear and tear and Force Majeure eventskeep the Leased Premises in good condition and take up minor repair works to ensure thesame.  8. The Lessee shall not in any manner carry out any unlawful, illegal or dangerousactivity in the Leased Premises. The Lessee shall not store in the Leased Premisesgoods or merchandise which are hazardous, combustible or dangerous, other than cookinggas or those that are allowed under the law. However the Lessee shall be responsibleto ensure that such cooking gas and materials permitted in law does not cause any lossor damage to the Building, property or the life of people in the Building.  9. The Lessee agrees that upon reasonable notice in writing from Lessor, it shallpermit the Lessor, its authorized agents or representatives to enter upon the LeasedPremises at reasonable hours during normal business days, for inspecting the state andcondition of Leased Premises or to carry out any repair or maintenance as the case maybe, from time to time.  10. The Lessee shall not effect any structural additions or alterations to theLEASED PREMISES.  11. The Lessee shall deliver vacant possession of the Leased Premises to the Lessoron determination of the lease, in the same condition in which it was let out, exceptusual wear and tear, act of God or other irresistible force.  12. The Lessee shall ensure and obtain insurance against Fire and other Hazards forthe Assets owned by the Lessee and the Lessee shall regularly and punctually pay theinsurance premium in respect of such insurance.  13. The Lessee will indemnify, defend and hold the Lessor, and its employees andagents, harmless from any and all loss or damage which the Lessor may sustain by reasonof claims brought against the Lessor alleging bodily injury or death to any person ordamage to property to the extent that such loss or damage is caused by (a) thenegligence or willful misconduct of the Lessee, or its employees or agents, in the useof the Leased Premises; or (b) the Lessee’s default under the terms of this Deed.**VIII ** **LESSOR’S COVENANTS:**  The Lessor hereby agrees and covenants with the Lessee as follows:
14

 
 1. The Lessor confirms that they are the owners entitled to the Leased Premisesand the Leased Premises is free from litigation and charges whatsoever. The Lessorconfirms that the Lessor is absolutely entitled to lease the Leased Premises to theLessee herein without any let or hindrance whatsoever from any person or party. TheLessor confirms that they have obtained all necessary permissions, sanctions andapprovals from the appropriate authorities in respect of the occupation of the buildingand the Lessee shall be entitled to peacefully enjoy and occupy the Leased Premisesand carry out its business without impediment, hindrance or interruption whatsoeverduring the entire duration of the lease and extensions thereof and the Lessor agrees tofulfill all the obligations binding upon them under this Deed and in the event ofdefault thereof and in the event this covenant of the Lessor OR any of therepresentations made herein by the Lessor is found not to be true, the Lessor shall,without prejudice to the other rights of the Lessee, indemnify the Lessee against allconsequences arising there from including damages, losses, costs or any otherclaims/actions, or proceedings by others in respect of the quiet and peacefulpossession and enjoyment of the Leased Premises.  2. The Lessor shall defend, indemnify, and keep indemnified the Lessee from andagainst any claim, liability, demand, loss, actions, proceedings, damage, judgment orother obligation or right of action, which may arise due to non-compliance with anyterm of this Deed or any statutory requirements, defect in title leading to theLessee’s occupation being disturbed, interrupted or hampered in any manner whatsoever,relating to the Leased Premises and all portions thereof, for the intended use by theLessee, so as to ensure that the Lessee can enjoy peaceful possession of the LeasedPremises without any let or hindrance from any authority/ies or any other governmentor statutory bodies or misrepresentations of and by the Lessor.  3. The Lessor will provide the Lessee with connected power as mentioned in clauseVI above and 100% power back-up for the leased premises.  4. The Lessor will be solely liable to pay all existing and future rates, taxes,cesses, assessments and outgoings in respect of the fully operational Leased Premisesand the land on which it stands, including but not limited to, land tax, building tax,corporation and house tax, property tax, municipal tax etc., as applicable and willkeep the Lessee fully indemnified against the same. However, in the event of any demandbeing raised for such property tax or any other amounts payable and the Lessor nottaking steps to ensure that the same is paid, the Lessee shall be entitled
15

 
   and not obliged, to pay or cause to be paid the same and recover such amount/s from therent due and payable to the Lessor under this deed. 5. The Lessor will be solely liable to pay, all existing and future rates, taxes,cesses, assessments and out goings in respect of the Leased Premises and the land onwhich it stands, including but not restricted to, land tax, building tax, corporationand house tax, as applicable and will keep the Lessee fully indemnified against allthese. The Lessee agrees that for the Term, it will be solely liable to pay servicetax, and other taxes as applicable and made payable on the Lease as per notification,rule and enactment of appropriate government, on the Leased Premises.  6. The Lessee shall be at liberty to make improvements within the Leased premisesand make such non-structural alterations within the Leased premises as are required forits business purposes, provided the Lessee removes the same before handing overpossession of the Leased Premises and further provided the Lessee does not cause anydamage to the Leased Premises. The Parties hereby agree that any such improvements oralterations shall conform to all applicable local municipal and building regulations.Any permissions or authorisations required to be obtained for such improvements oralterations shall be Lessee’s sole responsibility, provided that the Lessor shall, atLessee’s cost, provide any assistance or no-objection required for the procurement ofsuch permissions or authorisations.  7. The Parties agree that any equipment or material added to the Leased Premisesin pursuance of the improvements and alterations provided for above (the “**LesseeImprovements**”) shall be the sole property of Lessee. The Lessee may, at the expiryor earlier termination of the Deed of Lease remove and take the same from the LeasedPremises, and thereafter reinstate the Leased Premises to its original condition,normal wear and tear excepted. The Lessee can also sell it to the Lessor at a pricemutually acceptable to both parties.  8. The Lessee paying the rent and other charges payable, if any, as per this Deedof Lease regularly and duly observing and performing the terms and conditions hereof,will be entitled to quiet and peaceful possession and enjoyment of the Leased Premisesduring the subsistence of the lease without any obstruction, interruption ordisturbance from the Lessor, or any person claiming through or in trust for the Lessoror otherwise.  9. In case any structural repairs need to be carried out on the Leased Premisesduring the subsistence of this lease, the Lessee shall request the Lessor to do so andthe
16

 
   Lessor shall within a period of 30 days of receipt of such request carryout such repairsat its cost, thereby ensuring that the Lessee’s business is not in any way affected. 10. The Lessor shall ensure and obtain adequate insurance cover against any damageto the Building including Leased Premises and fitouts as is normally provided forcomparable Buildings in the market for the full replacement value of the Building,fitouts and the surrounding infrastructure and the Lessor shall regularly andpunctually pay the insurance premium in respect of such insurance. The Lessor shallkeep such insurance in force for the entire duration of this lease and extensionsthereof. The Parties confirm that in the event of an accident or fire or damage for anyreason resulting in any loss, financial or otherwise to either party or to thirdparties, both parties agree to take up the matter with their respective insurancecompanies through the insurance cover (including, where applicable, third partyliability).  11. The Lessor shall allow the Lessee to display its name plate on the spacesallotted to all the other tenants like the common building directory, respective floorlevels or any other spaces as mutually agreed upon agreed between the Lessor and theLessee. All costs related to installation and maintenance of the signage shall be borneby the Lessee.  12. The Lessor will provide the Lessee with unlimited access to the leased premisesand common areas including parking, 24 hours per day and 7 days per week, 365 days ayear of operations and support services including electricity, water, air conditioning,power back up, security and lifts.  13. The Lessee shall have the right to Sub lease or assign the Deed, all or anyportion of the Leased Premises to its subsidiaries, parent companies, subsidiaries ofParent Companies or other concerns under same management, without the prior writtenconsent of the Lessor, however with intimation to the Lessor in that regard.Further, the Lessee may Sub-lease the Leased Premises only during the lock in period toany third party with the prior written consent of the Lessor, which consent the Lessorshall not unreasonably withhold. However, the Lessee will continue to be responsiblefor all the obligations and performance under the Deed. In case of sub-lease to thirdparty, it is agreed that the Lessor has the option to terminate the Lease withoutdemanding the rent for the remaining Lock in period.
17

 
**IX.** **EXTENSION OF LEASE**:  10 (ten) months prior to the expiry of the Second Renewed Term mentioned in **clause II (4)**above, the Lessee desirous of extension of lease of the Leased Premises for further period/sshall issue written notice to the Lessor expressing its intention for such renewal and 6months prior to date of expiry of second renewed term, the Lessee shall complete the processof renewal of Lease which is including but not limited to execution and registration ofLease Deed incorporating terms and conditions as may be mutually agreed upon between theLessor and the Lessee.**X.** **THE LESSOR AND THE LESSEE MUTUALLY AGREE AS FOLLOWS:** 1. **FORCE MAJEURE EVENTS**:    In the event the Leased Premises or any portion thereof is rendered useless,uninhabitable or waste due to any reason not attributable to acts or omissions on thepart of the Lessor or the Lessee, but due to damage by fire, tempest, earthquake, mob orany violence, act of God and other irresistible force, then the following consequenceswould apply: a) The Lessee shall not be liable to pay any rent or any other amountpayable in respect of the Leased Premises proportionate to the portion of the LeasedPremises which has been rendered useless, uninhabitable or waste, for the periodduring which that portion of the Leased Premises is rendered useless, uninhabitableor waste. The extent of uselessness, un-habitableness or waste shall be mutuallydecided by the authorised representatives of the Lessor and the Lessee.  b) The Lessee shall be entitled to terminate the lease at any time ifnon-performance of the Lessor’s obligations due to a Force Majeure event extendsbeyond ninety (90) days or the Lessor commits a breach of any material term of theDeed.  c) The provision of lock in period shall not apply in the event oftermination of lease as mentioned above and the Lessor shall not be entitled todemand payment of rents for the remaining lock in period in the event of suchtermination.  d) The Lessor and the Lessee will bear their own costs in terms of the lossto their own belongings, in the event of occurrence of any of the FORCE MAJEUREevents.
18

 
**XI.** **ATTORNMENT OF TENANCY**:  The Lessor has the right to sell or transfer the Leased Premises subject to the purchaserbeing bound by all of the terms and conditions of the Deed. Subject to the purchaseragreeing in writing to be bound by all of the terms and conditions of the Deed, includingthe provisions related to the refund of the interest free refundable security deposit and onthe Lessor making available confirmation from the new landlord who has purchased the LeasedPremises along with its attornment for transferring the tenancy in favour of the newlandlord, the Lessor shall stand released of its obligations under the Deed. The attornmentshall be subject to the condition precedent that the leasehold rights of the Lessee shallalways remain protected. **XII**.  **RENTAL DISCOUNTING**   The Lessor shall be entitled to seek a rental discounting facility or create a mortgage ofthe Leased Premises or any part thereof in favour of a bank or financial institution,provided such mortgage shall not in any manner affect the rights of the Lessee to use andoccupy the Leased Premises during the Term, and provided that (i) such arrangement shall bemade with a bank or financial institution; (ii) the Lessor shall provide the Lessee withdetails as regards the entity in whose favour the office space Rent and any other sumshereunder are payable; and (iii) the Lessor shall discharge the Lessee from all claims underthis Deed on payment of the Rent and such other sums to the identified entity. In the eventsuch bank or financial institution requires any no-objection letter for these purposes, theLessee shall provide the same. The Lessee shall issue the cheques for the payments infavour of the designated bank or financial institution to the Lessor, without in any mannercreating any obligation whatsoever on the Lessee and in favour of the bank or financialinstitution. The said cheque will be issued to the Maintenance Service Provider. **XIII**  **MISCELLANEOUS**:   **1.** **SERVICE OF NOTICES:**   Any notice required to be served under this Deed of Lease by either party on the other shallbe deemed to have been served if the same is sent to the above said address: a) By registered post acknowledgement due at the address of such other party; or  b) By any other mode or means as may be acceptable in accordance with any lawprevailing at the time the notice is sent.
19

 
  **2.** **TERMINATION:** a) Subject to the right of the Lessee to terminate the lease under this Deed interms of **clause VIII (1)**above and also due to occurrence of force majeure events interms of clause **X (1) (b)**above, the Lessee shall otherwise be entitled to terminatethis lease, at any time after the initial 48 (forty eight) months lock in periodcomprised in the Initial Term, during the remaining initial term of this lease orextensions thereof by giving the Lessor three months advance notice without assigningany reason whatsoever. It is agreed that the notice to terminate can also be providedduring the Last three months of Lock in period i.e. from the 46th month fromthe Lease commencement date.  b) In the event of non payment of rent and or maintenance charges by the Lesseefor consecutive period of two months or any other breach of any of the terms of thisDeed by the Lessee, the Lessor shall give a written notice of 30 (thirty) days to theLessee to pay the unpaid rent or remedy the breach within the notice period. If theLessee does not pay the unpaid rent or remedy the breach within the notice period, theLessor will be entitled to terminate the Lease. Upon such termination during thelock-in period, the Lessee will be liable to pay the rent for the residue of theLock-In Period.  c) In the event of premature termination of the Deed by the Lessee during thelock-in period, there being no breach or default whatsoever on the part of the Lessorand/or their being no occurrence of force majeure events and /or if the Deed isterminated due to the material breach of the Lessee, the Lessee undertakes to andshall be liable to pay the rent for the Leased Premises for the remaining of the lockin period.  d) If the termination is caused within the lock in period due to material breachby the Lessor of the terms of this Deed and its obligation under this Deed or due tooccurrence of force majeure events, the Lessee will not be required to pay the rent ofthe remaining lock in period.  e) Notwithstanding whatever is mentioned above, in the event of a breach by theLessor, the Lessee will give a notice to the Lessor to remedy the breach within thenotice period of 30 (thirty) days and in the event of the Lessor not being able toremedy the breach within the notice period, the Lessee will be entitled to terminatethe Deed of Lease. Upon such termination during the Lock-In Period, the Lessee willnot be liable to pay the rent for the residue of the Lock-In Period and the rent forthe 30 (thirty) days notice period. If the termination is effected after the lock inperiod, the Lessee shall not be liable to rent for the said 30 days
20

 
   notice period. This right is apart from, Lessee’s right to specifically enforce theLessor’s obligation under the Deed.  **3.** **EFFECT OF NON ENFORCEMENT OF ANY PROVISION:**The non-enforcement of any provision of this Deed of Lease by any party hereto shall notconstitute a waiver of the right of such party to enforce such provision nor shall it beconstrued as a waiver of any other breach of the provisions contained herein.  **4.** **MODIFICATION/VARIATION:**No change, variation or modification of any of the terms and conditions set forth hereinshall be valid unless incorporated as an amendment to this lease and signed by both theparties.  **5.** **GENERAL:**This deed is executed in duplicate. The original shall be retained by the Lessee and theduplicate shall be retained by the Lessor.  **6.** **DISPUTE RESOLUTION:**In case of any disputes arising from or out of the terms and conditions of this Deed, theCourts at Bangalore alone shall have jurisdiction.  **7.** **STAMP DUTY AND REGISTRATION CHARGES AND EXPENSES:**The cost of stamp duty and registration charges in connection with execution andregistration of this Lease and the renewed Lease shall be borne by the Lessee.  **8.** **HEADINGS / TITLES**:The headings/titles to the clauses of this Deed of Lease are given only for quickreference, and the same shall have no effect on the construction or interpretation ofthis Deed to Lease.  **9.** **SEVERABILITY:**If any provision of this Deed of Lease is held invalid, void or illegal then such orderor pronouncement shall in no way affect, impair or invalidate any of the other provisionshereof and such other provisions shall remain in full force and effect.
21

 
**SCHEDULE**Office Space admeasuring a rentable area of 35,979 sq. ft. comprising the 4th floor of Wing A,Office 1, ‘Salarpuria Softzone’, having khath number 799/80/1, 81/1 and 81/2 issued by BangaloreCity corporation and which is constructed at Survey No.80/1, 81/1 & 81/2, Bellandur village,Varthur Hobli, Bangalore 560 037, being the fully operational, furnished, plug and play officespace ALONG WITH amenities and services inclusive of proportionate share in common areas such aspassages, lobbies, lifts, staircases and other areas of common use with 20 (Twenty) earmarked carparking spaces (70% of the car parking spaces shall be covered car parking spaces). The warm shellspecifications of the Leased Premises are as detailed in **Annexure A**to this Deed. Thespecifications of the fit outs in the Leased Premises is as detailed in **Annexure B**to this Deed.The description of the maintenance services to be provided by the Lessor is as detailed in **AnnexureC**to this DeedAlong with: I. Power, water and sanitation amenities  II. Right of free ingress to and egress from the office space, car parking spacesand  III. Access to common areas and amenities
22

 
**IN WITNESS WHEREOF THE PARTIES HAVE SIGNED THIS DEED OF LEASE ON THE DATE FIRST HEREINABOVEMENTIONED IN THE PRESENCE OF WITNESSES:**     WITNESSES:**1. Lessor**      **For Salarpuria Softzone:**