SUBLEASE

STATE OF NEW JERSEY; COUNTY OF MERCER:    ss.:

THIS SUBLEASE, and the consent of Lessor, is entered into between TOTAL RESEARCH
CORPORATION, a New Jersey corporation,  whose business address is 5 Independence
Way, CN 5305, Princeton, New jersey 08543, sublessor, and HEXAWARE TECHNOLOGIES,
whose  business  address  is 13B  Roszel  Road,  Princeton,  New  Jersey  08540,
sublessee.

                                    Section I
                                 Demise and Use

         Sublessor  leases to sublessee and sublessee  leases from sublessor the
space described in Section II of this agreement.

                                   Section II
                              Description of Space

         The premises  subject to this sublease consist of 10,085 square feet of
space  located  on  the  second  floor  of an  office  building  known  as  Five
Independence Way, Plainsboro, New Jersey, as shown on Exhibit A attached hereto.

                                   Section III
                               Building and Lease

         Sublessor  represents that it holds a lease from Bellemead  Development
Corporation, referred to below as lessor, with terms and conditions as set forth
in the Lease dated December 2, 1985, a certain letter  agreement  dated July 31,
1986,  the First  Amendment  dated January 5, 1987, the Second  Amendment  dated
November 27, 1990, the Third  Amendment  dated December 27, 1995, and the Fourth
Amendment dated December 12, 1996 (hereinafter  collectively  referred to as the
"Master Lease  Documents").  A copy of the Master Lease Documents is attached as
Exhibit B.

                                   Section IV
                                 Quiet Enjoyment

         If sublessee  performs the terms of this sublease,  sublessor  warrants
that  sublessee will have quiet  enjoyment and peaceful  possession of the space
leased,  and that it will  defend  sublessee  in quiet  enjoyment  and  peaceful
possession during the term of this sublease without interruption by sublessor or
owner, or of any person rightfully claiming under either of them.

                                    Section V
                  Sublessor Obligations, Indemnification, Etc.

         Sublessor agrees to pay the rent reserved in the Master Lease Documents
and to perform and observe the lessee's  covenants,  conditions and stipulations
contained  there  insofar  as they ought to be  performed  and  observed  by it.
Sublessor  also agrees that it will not enter into any agreement  with the owner
relinquishing any rights that may effect sublessee's rights under this Sublease.
Sublessor  agrees to indemnify  sublessee and hold  sublessee  harmless from and
against any and all loss, cost and expense and from all claims,  demands, suits,
judgments and liabilities,  including  reasonable  attorneys' fees,  incurred by
sublessee arising out of the failure of sublessor to perform any covenant,  term
or condition contained in the Master Lease Documents or in this sublease.


<PAGE>

                                   Section VI
                                Term of Sublease

         The term of this sublease shall be for a period of  approximately  five
and one-half (5-1/2 years), commencing on the fifth (5th) day after the issuance
of the  certificate  of occupancy  and  expiring on the last day of  sixty-sixth
(66th) month thereafter.

                                   Section VII
                                     Renewal

         Sublessor  agrees  to  conditionally  permit  sublessee  to renew  this
sublease for a period to coincide with the period of  sublessor's  existing term
as set forth in the Master Lease  Documents  (June 30, 2006).  Should  sublessee
desire to renew in accordance  with the above term, it must give written  notice
to sublessor, no later than April 30, 2001 of sublessee's desire to enter into a
sixty (60) day  period  commencing  May 1,  2001,  during  which  sublessor  and
sublessee shall attempt to negotiate the rental rate for the renewal period.  If
the parties can agree to a rental  rate,  then the renewal  will be exercised by
sublessee and honored by sublessor.  Should the parties fail to reach  agreement
during the sixty (60) day period, then, should sublessee elect to renew, it must
give  written  notice of said  election to sublessor no later than July 1, 2001.
Said  notice  shall  be given  by  certified  mail,  return  receipt  requested,
addressed  to the Chief  Financial  Officer of  sublessor.  Upon receipt of said
notice,  sublessor shall,  within thirty (30) days,  notify sublessee whether or
not  sublessor  intends to retake the space set forth on  Exhibit  "A"  attached
hereto and to therefore refuse and deny sublessee's conditional option to renew.
Should  sublessor  not elect to retake the space,  then  sublessor and sublessee
shall  mutually  determine  the market rate for space in such building and shall
thereafter  agree upon such rate.  Should sublessor and sublessee not be able to
agree upon the market  rate,  then each party shall  appoint a  commercial  real
estate  broker  and those two (2)  brokers  shall  appoint a third  real  estate
broker,  and the decision of the three (3) real estate  brokers as to the market
rate shall be made and shall be binding upon sublessor and sublessee. All of the
terms of this sublease and the Master Lease Documents shall otherwise  remain in
full force and effect.

                                  Section VIII
                                  Sublease Rent

         A.       Sublessee  agrees to pay to sublessor as rent for the premises
                  in accordance with Schedule A attached hereto, payable monthly
                  in advance on the first day of each calendar month of the term
                  of this  sublease.  If payment  has not been  received  by the
                  tenth  (10th) day of the month,  sublessor  can elect to apply
                  funds from the security  deposit  pursuant to Section XXXII or
                  to declare sublessee in default.
         B.       In addition to the above rental payments,  Sublessee agrees to
                  pay its pro rata share of any increase in  operating  expenses
                  assessed against Sublessor in accordance with the terms of the
                  Master  Lease  Documents.  Such pass  through by  Sublessor to
                  Sublessee  shall be based  upon any  escalation  over the Base
                  year  1997 and shall be  assessed  to  Sublessee  on a pro rat
                  basis,  taking into account the number of square feet taken by
                  Sublessee   versus  the  number  of  square  feet  charged  by
                  Sublessor  under the  Master  Lease  Documents  by the  Master
                  Lessor.  Payment of any escalation in such operating  expenses
                  shall be made to Sublessor in accordance  with the  provisions
                  of the Master Lease Documents.

                                   Section IX
                                    Holdover

         Any  holdover  at the  expiration  of this  sublease  with  sublessor's
consent shall be on a month-to-month basis, which tenancy may then be terminated
as  provided  by the laws of the State of New  Jersey.  During  such a  holdover
tenancy, sublessee agrees to pay monthly to sublessor the same rate of rental as
in effect at the time of such termination and agrees to be bound by the terms of
this  sublease  if they  are  applicable.  Any  holdover  by  sublessee  without
sublessor's express written consent will be at the monthly rate of two (2) times
the previous month's rent.


<PAGE>

                                    Section X
            Sublessee to Comply with Lease Terms; Indemnity to Lessor

         Except for the covenant for the payment of rent  reserved in the Master
Lease  Documents,  sublessee  agrees  to  perform  and  observe  the  covenants,
conditions and terms of the Master Lease  Documents to be performed and observed
by the lessee with  regard to the  premises  described  in Section II, so far as
they ought to be performed and observed by sublessee, and to indemnify sublessor
against all claims,  damages and expenses arising out of the  nonperformance  or
nonobservance of such covenants, conditions and terms.

                                   Section XI
                             Services and Utilities

         Sublessee shall pay all electric and air conditioning  charges relating
to the  subleased  space  required  to be paid by the  Master  Lease  Documents.
Sublessee  is  advised  that  there  is an  after-hours  additional  charge  for
air-conditioning set forth in the Master Lease Documents.

                                   Section XII
                            Use for Business Purposes

The premises and space subleased are to be used for office business purposes.

                                  Section XIII
                        No Waste, Nuisance or Illegal Use

         Sublessee shall not commit waste on the demised premises, nor maintain,
commit or  permit  the  maintenance  or  commission  of a  nuisance,  or use the
premises for an unlawful purpose. Sublessee shall conform to all applicable laws
and  ordinances  respecting  the use and  occupancy  of the  space  sublet  here
relating to matters not covered  elsewhere in this  agreement,  provided that it
shall not be required to make  alterations,  additions or  improvements  to such
premises in order to conform with such laws and ordinances.

                                   Section XIV
                     Alterations, Additions and Improvements

         Sublessee shall not make alterations,  additions or improvements on the
premises  without  first  obtaining  the  written  consent  of  sublessor.   All
alterations,   additions  and  improvements  that  shall  be  made  shall  be  a
sublessee's  expense,  shall become sublessor's property and shall remain on and
be surrendered with the premises as a part of the premises at the termination of
this sublease without  disturbance,  molestation or injury.  Sublessee's consent
shall not be unreasonably withheld nor unduly delayed. Nothing contained in this
paragraph  shall  prevent  sublessee  from  removing  all  office  machines  and
equipment and trade fixtures customarily used in its business.  Sublessor agrees
that the Desired work as set forth on Schedule B and the  Workletter  credit are
acceptable.  Sublessor  agrees to perform the work described in Schedule B at no
cost to sublessee.

                                   Schedule XV
                                      Liens

         Sublessee  shall  keep the  leased  premises  free  and  clear of liens
arising out of any work performed,  materials furnished or obligations  incurred
by sublessee, including mechanics' liens.

                                   Section XVI
                                      Signs

         Sublessee covenants and agrees that no signs or symbols shall be placed
in the windows or doors of the premises, or on any exterior part of the building
without the sublessor's prior written approval. Any signs placed on the premises
shall be placed  subject to the agreement that sublessee will remove them at the
termination of its tenancy, and will repair any damage or injury to the premises
caused by such signs.  If the signs are not so removed by  sublessee,  sublessor
may have them removed at sublessee's expense.


<PAGE>

                                  Section XVII
                        Access for Inspection and Repairs

         Upon reasonable  notice by sublessor,  sublessee shall allow lessor and
sublessor, and their agents, free access at all reasonable times to the premises
sublet  for the  purpose  of  inspecting  or of  making  repairs,  additions  or
alterations  to the  premises or any  property  owned by or under the control of
lessor or sublessor.

                                  Section XVIII
                             Repairs and Maintenance

Subject to the lessor's obligations under the Master Lease Documents, sublessee,
unless specified to the contrary in this agreement,  shall maintain the premises
subleased in good repair and tenantable condition during the continuance of this
sublease, except in case of damage arising from the act or negligence of lessor,
sublessor or their agents.

                                   Section XIX
                           Public Liability Insurance

         sublessee agrees to carry liability  insurance  insuring both sublessee
and sublessor  against all claims for personal  injury or property damage caused
by conditions or activities on the premises  leased  pursuant o the Master Lease
Documents,  except that the policy shall be  cancellable  upon thirty (30) days'
written notice to sublessor.

                                   Section XX
                Damage or Destruction By Fire, War or Acts of God

In the event that the subleased  premises are rendered  untenantable in whole or
in substantial part as a result of destruction or damage by fire, acts of war or
acts of God, this lease shall be governed by the  provisions of Article 9 of the
Master Lease Documents.

                                   Section XXI
                    Eminent Domain Proceedings (Condemnation)

         If the premises or any part are condemned for public or semi-public use
by eminent domain proceedings, or if by reason of law, ordinance,  regulation or
court  judgment,  sublessee's  use  of the  premises  subleased  for  any of the
specific purposes  referred to in this agreement shall be prohibited,  sublessee
shall have the right to terminate this lease on written notice to sublessor, and
rental shall be paid only to the time when  sublessee  surrenders  possession of
the  premises.  In the  event  of  condemnation  of only  part  of the  premises
subleased,  sublessee  may elect to continue in  possession  of that part of the
premises not so appropriated or condemned under the same terms and conditions of
this  sublease,  except  that in such case  sublessee  shall be  entitled  to an
equitable reduction of the rental payment hereunder.  Any rental paid in advance
beyond  such time  shall be  returned  by  sublessor  to  sublessee  on  demand.
Sublessee does not waive any right it may have to recover from the  condemnation
authority for such damage as it may suffer by reason of such condemnation.

                                  Section XXII
                    Waiver of One Breach Not Waiver of Others

         Waiver of one breach of a term,  condition or covenant of this sublease
by either party to this sublease shall be limited to the particular instance and
shall not be  construed  as a waiver of past or future  breaches  of the same or
other terms, conditions or covenants.

<PAGE>

                                  Section XXIII
                         Default by Lessor or Sublessor

If the owner  fails and  neglects  to perform  the lease,  sublessee  shall give
written notice to sublessor of such failure and sublessee shall have such rights
sublessor has under the Master Lease  Documents.  Sublessor  agrees to take such
acts as will enable sublessee to have standing to proceed against owner.

                                  Section XXIV
          Termination and Re-Entry by Sublessor on Sublessee's Default

         If sublessee  fails and neglects to perform  under this  Sublease or is
dispossessed for cause by sublessor before the termination of this sublease,  or
any renewal of this  sublease,  sublessor may elect to enforce  whatever  rights
accrue to the Master Lessor under the Master Lease Documents.  This Sublease may
be forfeited  and the sublessor  may then make  reasonable  efforts to relet the
premises.  Sublessee  shall be liable to sublessor  for all damages  suffered by
reason of such forfeiture.  Such damages shall include, but shall not be limited
to, the  following:  (1) all actual  damages  suffered  by  sublessor  until the
property is relet,  including  reasonable  expenses  incurred in  attempting  to
relet;  (2) the difference  between the rent received when the property is relet
and the rent reserved under this lease.

         Until  the  premises  have  been  relet,  sublessee  agrees  to  pay to
sublessor, on the same days as the rental payments are due under this lease, the
actual  damages  suffered by sublessor  since the last  payment,  either rent or
damages,  was made. After the premises have been relet,  sublessee agrees to pay
to sublessor,  on the last day of each rental period, the difference between the
rent received for the period from  reletting  and the rent  reserved  under this
lease for that period.

                                   Section XXV
                                 Applicable Law

         New  Jersey  law  shall  be  used in  interpreting  this  lease  and in
determining the rights of the parties under it.

                                  Section XXVI
                  Surrender of Premises and Keys at Termination

         Sublessee agrees that at the expiration of this sublease,  it will quit
and  surrender  the  subleased  premises  without  notice  and will  deliver  to
sublessor all keys belonging to the premises

                                  Section XXVII
      Disposition of Fixtures and Personal Property at Termination of Lease

         All  alterations,  additions  and  improvements  made by  sublessee  in
accordance  with Section XIV of this  sublease,  affixed to the premises,  shall
become  sublessor's   property  as  provided  in  that  section,  and  shall  be
surrendered  with the  premises  as a part of the  premises  as provided in that
section.  Sublessee may remove all personal property,  trade fixtures and office
equipment,  whether  attached to the premises or not,  provided that such may be
removed  without series damage to the building or premises.  All holes or damage
to the  building or  premises  caused by removal of such items shall be repaired
and restored by sublessee  promptly  after  removal of the  property.  Sublessee
shall be entitled to remove any electrical service  connections  installed by it
which were  designed  specifically  for the  operation of  electronic  computing
equipment.

                                 Section XXVIII
                                     Notices

         Except where otherwise required by statute,  all notices given pursuant
to the provisions of this sublease  shall be in writing,  addressed to the party
to whom the notice is given,  and sent by  registered  or certified  mail to the
last known mailing  address of the party.  Notices to sublessee shall be sent to
13B  Rozsel  Road,  Princeton,  New  Jersey  08540 or to such  other  address as
sublessee may designate by giving notice hereunder.


<PAGE>

                                  Section XXIX
                 Binding Effect on Heirs, Successors and Assigns

         The terms, conditions and covenants of this sublease shall inure to and
be binding on the heirs,  successors,  administrators,  executors and assigns of
the parties to this sublease, except as otherwise provided in this agreement.

                                   Section XXX
                No Assignment or Second Sublease Without Consent

         Sublessee  shall not sell or assign  this  sublease or any part of this
lease, or any interest,  or re-sublet the subleased premises in whole or in part
without  first  obtaining  the  written  consent  of  sublessor  and  lessor  in
accordance with the Master Lease Documents.  This sublease shall not be assigned
by operation of law. If sublessor  and lessor once give consent to assignment of
this  sublease or of any  interest,  they shall not be barred from  subsequently
refusing to consent to any further  assignment.  Any attempt to well,  assign or
re-sublease  without  written  consent of  sublessor  and lessor shall be deemed
sufficient  grounds for  dispossession  and shall  entitle  sublessor to proceed
pursuant  to  Section  XXIV of this lease is it so  elects.  Sublessee  shall be
permitted  to assign the  Sublease  to any entity  into which it is merged or by
which it is acquired, subject to the provisions of the Master Lease Documents.

                                  Section XXXI
                             Arbitration of Disputes

         The  parties  agree  that the  disputes  under this  sublease  shall be
arbitrated in accordance with the  arbitration  laws of the State of New Jersey,
as  supplemented  by  the  rules  then  obtaining  of the  American  Arbitration
Association.  Judgment on the aware  rendered may be entered in any court having
jurisdiction of the parties.

                                  Section XXXII
                                Security Deposit

         Sublessor  acknowledges that it has received the sum of Thirty Thousand
Three  Hundred  Eight-Nine  and 46/100  ($30,389.46)  Dollars from  sublessee as
security for  sublessee's  faithful  performance of its  obligations  under this
sublease.  Sublessor  has the  right to use the  security  deposit  towards  any
rentals  that  are more  than ten (10)  days  late and to  notice,  in  writing,
sublessee that it needs to replenish the security deposit so that a full two (2)
months' (at the then  current  rental  rate)  security  deposit is being held by
sublessor.  Failure of the sublessee to so fund the security deposit shall be an
event of default.  Sublessor  shall  return the  security  deposit to  sublessee
within  thirty  (30) days of the  termination  of this  Sublease,  assuming  the
sublessee is not in default of any of the Lease provisions.

                                 Section XXXIII
                                  Miscellaneous

         By signing  this  sublease,  sublessee  approves  of the  Master  Lease
Documents.

         Sublessee  shall be entitled to receive  all the  services  provided by
owner as set forth in the Master  Lease  Documents  and to the use of the common
areas of the building and parking  spaces in accordance  with the  provisions of
the Master Lease Documents. To the extent such usage is determined by the number
of square  feet leased by  sublessee,  such usage of the common area and parking
spaces shall be pro rata, pursuant to the Master Lease Documents.

         Anything to the contrary notwithstanding, sublessor waives its right to
require the sublessee to remove fixtures,  panelling,  partitions,  railings and
like installations placed on the premises.

         Except for  Sections  48.5(b) and 48.5(c) of the Master , the terms set
forth in the Master Lease  Documents,  Section 48.5, are deemed included in this
Sublease.


<PAGE>

ATTEST:                           TOTAL RESEARCH CORPORATION


/s/ Richard G. Morrow, Jr.        By /s/ Eric C. Zissman
--------------------------           ---------------------
Richard G. Morrow, Jr.               Eric C. Zissman
VP, Controller                       Vice President

                                  Dated:  7/17/97

ATTEST:                           HEXAWARE TECHNOLOGIES


/s/ Stephen M. Simon              By /s/Avinash M. Lele
--------------------                 --------------------
                                     Print Name:  Avinash M. Lele
                                     Title:  President & Chief Operating Officer
                                     Dated:  June 5, 1997


<PAGE>


STATE OF NEW JERSEY, COUNTY OF MERCER:            SS.:
         I CERTIFY that on July 17, 1997,
personally  came  before  me and this  person  acknowledged  under  oath,  to my
satisfaction, that:

      (a)   this person is the  secretary  of TOTAL  RESEARCH  CORPORATION,  the
            corporation named in this instrument;
      (b)   this  person  is the  attesting  witness  to  the  signing  of  this
            instrument by the proper  corporate  officer who is Eric C. Zissman,
            the Vice President of the corporation;
      (c)   this  instrument was signed and delivered by the  corporation as its
            voluntary act duly authorized by a proper resolution of its Board of
            Directors;
      (d)   this  person  knows the  proper  seal of the  corporation  which was
            affixed to this instrument; and
      (e)   this person signed this proof to attest to the truth of these facts.

Signed and sworn to before me on 
July 17, 1997.


/s/ Jane B. Giles              /s/ Richard G. Morrow, Jr.
-----------------              --------------------------
                               Richard G. Morrow, Jr.
                               (Print name of attesting witness below signature)

STATE OF NEW JERSEY, COUNTY OF MERCER:            SS.:
         I CERTIFY that on June 6, 1997,
personally  came  before  me and this  person  acknowledged  under  oath,  to my
satisfaction, that:
              (f) this person is the secretary of HEXAWARE TECHNOLOGIES, the 
                  corporation named in this instrument;
              (g) this  person is the  attesting  witness to the signing of this
                  instrument  by the proper  corporate  officer who is Avi Lele,
                  the President of the corporation;
              (h) this instrument was signed and delivered by the corporation as
                  its  voluntary act duly  authorized by a proper  resolution of
                  its Board of Directors;
              (i) this person knows the proper seal of the corporation which was
                  affixed to this instrument; and 
              (j) this person signed this proof to attest to the truth of these 
                  facts.
Signed and sworn to before me on 
July 22, 1997.


/s/ Tina Marie Luis            /s/ Stephen M. Simon
-------------------            --------------------
                               Stephen M. Simon
                               (Print name of attesting witness below signature)
           

<PAGE>


                                  SCHEDULE "A"

Term:                      Five (5) years and six months from occupancy

Rate:                      Months 1-12:              $13.82/SF
                                                     (months 1-6:  $11.39/SF)
                                                     (months 7-12:  $16.25/SF)
                           Months 13-24:             $17.25/SF
                           Months 25-36:             $18.25/SF
                           Months 37-48:             $19.25/SF
                           Months 49-60:             $20.25/SF
                           Months 61-66:             $21.25/SF
                           Rental rate is computed based on six months at 
$16.25/SF for 6,800 SF.  Average over the term is $18.08/SF, based on the above 
stated sizes.

Base Year:                 1997.  Any escalation in base year operating expenses
                           shall be assessed on a pro-rata basis.


<PAGE>


                                  SCHEDULE "B"

[Work description attached]

The sublessor  agrees to obtain all  approvals  from the  appropriate  municipal
bodies and the landlord  and to complete the work within  ninety (90) days after
receipt of building permits for said approvals.

The sublessee  agrees to grant  sublessor  reasonable  extensions for any delays
that are not incurred as a result of sublessor's negligence.

Sublessee and sublessor  agree that the certificate of occupancy that is granted
by the municipality may be a temporary certificate of occupancy and there may be
some items on the work letter that are not  completely  done,  and sublessor and
sublessee agree that sublessee shall be entitled to a punch list to be delivered
no later  than  thirty  (30)  days  after the  issuance  of the  certificate  of
occupancy.  Sublessor  agrees to promptly correct any condition set forth on the
punch list.

Sublessor agrees that sublessee shall have reasonable access to the construction
site in order to allow sublessee's  agents to install telephone lines,  computer
lines, etc.  However,  sublessee shall not interfere in any way with sublessor's
work described above.


<PAGE>


                  [LETTER OF COMMERCIAL PROPERTY NETWORK, INC.]

May 19, 1997

Avinash Lele
Hexaware Technologies, Inc.
13 Roszel Road, Suite B110
Princeton, New Jersey 08540

                                    Re:      Workletter Allowance
                                             5 Independence Way

Dear Avi:

This letter shall serve as a confirmation of construction  funds to be allocated
by  Total   Research   (hereinafter   "Tenant")  for   Hexaware's   (hereinafter
"Subtenant")  proposed "tenant improvements" at 5 Independence Way. Construction
Drawings reflecting all work to be performed within the demised premises will be
completed in early June.

The following shall be specifically referenced to the Mancini & Duffy space plan
- sheet 1 of 1 - agreed &  accepted  by  Hexaware  on May 7,  1997.  Tenant,  at
Tenant's sole cost and expense,  shall provide the following tenant improvements
for Subtenant:

General Expenses,
Architectural Services:    Including Construction Drawings and Building Permits.

Debris & Demolition:       Removal of carpet in reception area.  Removal of all 
                           debris associated with construction.

New Construction:          Demising walls, walls for office construction, new 
                           doors and required hardware, relocation of old doors 
                           and closing off of relocated doorways.

Carpet:                    New carpet to be installed in the reception area, 
                           recruiting room and conference room.

Cove Base:                 Cove base to be installed for all new wall 
                           construction.

Paint:                     The entire space shall be painted 2 coats flat paint.

Ceiling Tiles:             Any stained and/or damaged ceiling tiles shall be 
                           replaced.

Sprinkler & HVAC:          All sprinkler and HVAC shall be provided.


<PAGE>


                  [LETTER OF COMMERCIAL PROPERTY NETWORK, INC.]
                                    (cont'd)

Electric:             Tenant to provide the following electric:
                      A.  50 new duplex wall receptacles
                      B.  15-110 volt dedicated direct home run lines
                      C.  13 wall mounted light switches where required

Lighting:             Tenant to provide the following:
                      A.  Relocate  &  rewire  maximum  of 50 2' X 4' light
                      fixtures. B. Furnish & install maximum 10 new 2' X 4'
                      light fixtures.

Battery Backup &
Emergency Lighting:   Tenant to provide the following:
                      A.  Relocate & rewire 2 existing battery backup systems.
                      B.  Furnish & install 2 new battery backup systems.

Workstations:         Tenant to provide a maximum of $1,000 for relocation of 
                      existing electrical wiring, presently located in the floor
                      for workstation layout.

Please note that the above  summary is designed to provide you with a "turn key"
installation  based on the plan, with no cost to you. This will be done by using
standard  finishes  similar  to  those  which  currently  exist  in  the  space.
Subtenant, at Subtenant's sole cost and expense shall be financially responsible
for any and all  required  tenant  improvement  work  above and beyond the above
stated  allowances.  To the extent  that you  require  additional  fitout,  more
electric or other changes,  any additional  costs shall be payable by Subtenant,
to Tenant, 50% at commencement of work and 50% upon  "commencement  date" of the
initial  sublease  term.  In addition,  Subtenant is fully  responsible  for all
internal wiring for workstations,  data/communications lines, and any additional
work not  included in the space plan,  that  Subtenant  desires,  subject to the
approval of Tenant and Lessor.

please  sign off below,  indicating  acceptance  of the above.  I will submit to
Total Research for counter  signature and forward a fully executed copy for your
files.

Very truly yours,


/s/ Paul E. Goldman
-------------------
Paul E. Goldman
Vice President

Agreed & Accepted:

Hexaware:       _________________________________  Date: ___________________

Total Research: _________________________________  Date: ___________________

<PAGE>

                                CONSENT TO LEASE


         This  CONSENT  TO  SUBLEASE  ("Consent")  dated  as of the  31st day of
August,   1997  is  being  entered  among  5  INDEPENDENCE   ASSOCIATES  LIMITED
PARTNERSHIP,  New Jersey  limited  partnership,  having an office c/o  Bellemead
management Co., Inc. at 280 Corporate  Center,  4 Becker Farm Road, Third floor,
Roseland, New jersey 07068-3788 ("Landlord"),  TOTAL RESEARCH CORPORATION, a New
Jersey  corporation,  having an office at 5  Independence  Way,  Princeton,  New
Jersey ("Tenant") and HEXAWARE TECHNOLOGIES, a New Jersey corporation, having an
office at 13B Roszel Road, Princeton, New Jersey 08540 ("Subtenant").

                              W I T N E S S E T H:

         WHEREAS, Bellemead Development Corporation,  predecessor-in-interest to
Landlord,  and Tenant  entered into a certain lease dated December 2, 1985 (said
lease as the same was or may  hereafter  be  amended is  hereinafter  called the
"Lease") for a portion  ("Premises") of the building  ("Building")  known as and
located at 5 Independence Way, Princeton, New Jersey; and

         WHEREAS,  Subtenant  Desires to sublet from  Tenant a portion  ("Sublet
Space") of the Premises in accordance  with that certain  sublease  ("Sublease")
between  Tenant,  as sublessor and Subtenant,  as sublessee,  a copy of which is
attached hereto as Exhibit A;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
legal sufficiency of which are hereby  acknowledged,  it is mutually  covenanted
and agreed as follows:

         A.       Unless otherwise defined,  all terms contained in this Consent
                  shall, for the purposes hereof, have the same meaning ascribed
                  to them in the Lease.

         B.       Landlord  consents to the  subletting  of the Sublet  Space by
                  Tenant  to  Subtenant  upon  and  expressly   subject  to  the
                  following  terms and  conditions,  to each of which Tenant and
                  Subtenant expressly agree:

         1. Nothing herein contained shall be construed to modify, waive, impair
of affect any of the covenants,  agreements,  terms,  provisions,  or conditions
contained in the Lease (except as herein  expressly  provided),  or to waive any
breach thereof, or any rights of Landlord against any person, firm,  association
or corporation liable or responsible for the performance  thereof, or to enlarge
or increase  Landlord's  obligations  or decrease  Landlord's  rights  under the
Lease, and all covenants,  agreements,  terms,  provisions and conditions of the
Lease are hereby mutually declared to be in full force and effect.

         2. Unless and except as otherwise specifically provided in the Lease or
this Consent,  the  provisions of Articles  11and 48 of the Lease shall apply to
any further subletting or assignment of all or any part of the Premises. In such
event, Landlord shall retain its rights under Articles 11 and 48 of the Lease.

         3.  Tenant  shall be and  remain  liable  and  responsible  for the due
keeping,  performance  and observance of all the covenants,  agreements,  terms,
provisions  and  conditions  set  forth in the Lease on the part of Tenant to be
kept,  performed and observed and for the payment of the Minimum Rent,  Adjusted
Minimum  Rent and  additional  rent and all  other  sums  now  and/or  hereafter
becoming payable  thereunder,  expressly  including as such 9but not limited to)
adjustments of rent, and any and all charges for any additional electric energy,
property,  material,  labor,  utility or other similar or dissimilar services or
materials rendered, supplied or furnished by Landlord, in or in connection with,
the  Premises  or any part  thereof,  whether for or at the request of Tenant or
Subtenant.

         4. The sublease  shall be subject and  subordinate  at all times to the
Lease and to all of the covenants,  agreements, terms, provisions and conditions
of the Lease and to this Consent,  and neither  Tenant or Subtenant  shall do or
permit anything to be done in connection  with the Subtenant's  occupancy of the
Sublet  Space which  would  violate any of said  covenants,  agreements,  terms,
provisions and conditions.


<PAGE>

         5. Tenant  agrees that Landlord is not  responsible  for the payment of
any  commissions  or fees in  connection  with this  transaction  and  agrees to
indemnify,  defend and hold  Landlord,  its partners,  directors or officers and
their  affiliates  and/or  subsidiaries  harmless  from and  against any claims,
liability,  losses or  expenses,  including  attorneys'  fees,  court  costs and
disbursements incurred by Landlord during settlement,  at trial or on appeal, in
connection  with any claims for  commission by any broker or agent in connection
with this transaction.

         6. Upon the expiration,  or any earlier  termination of the term of the
Lease,  the Sublease and the term and estate  thereby  granted  shall expire and
come to an end as of the effective date of such expiration or  termination,  and
Subtenant  shall vacate the Sublet Space on or before such date.  In case of the
failure of  Subtenant  to so vacate,  Landlord  shall be  entitled to all of the
rights and remedies  which are available to a landlord  against a tenant holding
over after the expiration of a term and Tenant shall remain primarily liable for
any damages suffered by Landlord. Upon the expiration or any earlier termination
of the term of the Lease, Subtenant shall, at the request of Landlord, attorn to
and accept  Landlord as  sublandlord  under the  Sublease for the balance of the
term of the sublease and be bound to perform all of the  obligations  imposed by
the Sublease upon Subtenant.  Such attornment shall be evidenced by an agreement
in form and substance  reasonably  satisfactory  to Landlord and Subtenant which
Subtenant  shall  execute  and  deliver  within  five (5) days after  request by
Landlord.

         7. Subtenant  agrees that if Subtenant,  at Landlord's sole discretion,
should  become a direct  tenant of Landlord for the Premises or any part thereof
upon the expiration or earlier termination of the Lease,  Landlord shall not (a)
be liable for any previous act or omission of Tenant under the Sublease,  (b) be
subject  to any  offset  or credit  which  shall  theretofore  have  accrued  to
Subtenant against Tenant, (c) have any obligation whatsoever with respect to any
security deposited under the sublease,  (d) be bound by any previous  prepayment
of rent or any other advance  payment of monies due under the sublease,  and (e)
be responsible  for the payment of any  commission or fees in connection  with a
direct lease between Landlord and Subtenant.

         8.  In case of the  violation  by  Tenant  or  Subtenant  of any of the
covenants,  agreements,  terms,  provisions and conditions hereof,  Landlord may
give written notice of such violation to Tenant and/or Subtenant (such notice to
be delivered  personally or by mail  addressed to said parties at the Premises).
If Landlord gives Tenant and/or  Subtenant said written notice of such violation
and such violation is not  discontinued or corrected within a reasonable time as
specified in such notice, then, Landlord shall have all remedies provided for at
law, in equity,  under the Lease and/or  pursuant to this consent.  Reference in
this consent to any particular remedy shall not preclude Landlord from any other
remedy in law or in equity.

         9. No  alterations,  additions  (electrical or otherwise),  or physical
changes shall be made in the Premises,  or any part thereof,  except pursuant to
the covenants, agreements, provisions, terms and conditions of the Lease.

         10.  Tenant and Subtenant  agree that (i) a true,  correct and complete
copy of the Sublease is attached to this  consent;  (ii) Landlord is not a party
to  the  sublease  and  is  not  bound  by the  provisions  thereof;  and  (iii)
notwithstanding  the foregoing,  the Sublease will not be modified or amended in
any way without the prior written consent of Landlord.

         11. Tenant and Subtenant jointly and severally represent and agree that
Subtenant  is  financially  responsible,  of good  reputation,  and engaged in a
business  which is in keeping with the  standards of Landlord in those  respects
for the Building and its occupancy.

         12.  Tenant  agrees  to pay over to  Landlord  from  time to time  upon
Landlord's request fifty percent (50%) of all consideration payable by Subtenant
to Tenant pursuant to Section 48.2 of the Lease.  Tenant and Subtenant represent
and warrant to Landlord that no compensation of any kind other than as set 


<PAGE>

forth  in the  Sublease  has  been or will be paid by  Subtenant  to  Tenant  in
connection  with the  Sublease.  Tenant and  Subtenant  agree to  provide  sworn
statements to Landlord within five (5) days after  Landlord's  request  therefor
showing  the rent  actually  charged by Tenant to  Subtenant  and in  connection
therewith Landlord shall be authorized to examine,  copy and audit all pertinent
books and records of Tenant and Subtenant  which Tenant and  Subtenant  agree to
produce at the request of Landlord.  If Landlord' [s review of any of said books
or records discloses that  compensation  other than as set forth in the Sublease
has been paid by Subtenant to Tenant,  Tenant shall  promptly pay fifty  percent
(50%)  thereof to Landlord  together  with  interest at the highest rate allowed
under law and the cost of Landlord's review.

         13.  Tenant  agrees that it is solely  responsible  for  obtaining  all
permits and approvals required by any governmental or quasi-governmental  agency
for any  work or  otherwise  required  in  connection  with the  Sublease.  Upon
execution of the Consent,  Tenant shall pay to Landlord, as additional rent, all
costs,  including legal fees, incurred by Landlord in reviewing the Sublease and
any permits,  approvals  and  applications  for the  construction  of the Sublet
Space.

         14. If Tenant  breaches any of the terms and  provisions  of the Lease,
Landlord may elect,  under N.J.S.A.  2A:42-4,  as same may be amended to receive
directly from Subtenant all sums due or payable to Tenant by Subtenant  pursuant
to the  Sublease,  and  upon  receipt  of  Landlord's  notice,  Subtenant  shall
thereafter  pay to Landlord any and all sums  becoming due or payable  under the
Sublease and Tenant shall receive from Landlord a corresponding  credit for such
sums against any payments then due or thereafter becoming due from Tenant.

         15. Tenant and Subtenant  agree that if Subtenant  breaches any term of
the sublease, Landlord may, at its option and for its own sole benefit, exercise
against  Subtenant all or any of the rights and remedies that Tenant has against
Subtenant at law, in equity or under the Sublease.  Tenant acknowledges that the
exercise by Landlord of all or any of the foregoing  rights and remedies against
Subtenant shall not preclude  Landlord from pursuing any right or remedy against
Tenant.  The  exercise by Landlord  against  Subtenant of any or all of Tenant's
rights and  remedies  shall  neither  cause  Landlord  to assume any of Tenant's
duties,  obligations  and/or  liabilities  under the  Sublease  nor impose  upon
Landlord the duty or obligation to honor the Sublease nor subsequently to accept
Subtenant's attornment pursuant to Sections 6 and7 hereof.

         16.  Tenant  agrees to hold any and all payments due under the Sublease
as a trust  fund to be  applied  first to the  satisfaction  of all of  Tenant's
obligations  under the Lease and hereunder before using any part thereof for any
other purpose.

         17. This Consent may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any change is sought.

         18. This Consent shall not be binding upon Landlord unless and until it
is signed by Landlord.



<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have caused this Consent to be
duly executed as of the _____ day of August, 1997.

                                           LANDLORD:

WITNESSED BY:                              5 INDEPENCE ASSOCIATES
                                           LIMITED PARTNERSHIP

/s/ Patricia E. Boyko                      By:/s/ Edward M. Schotz
---------------------                      -----------------------
Name:  Patricia E. Boyko                         Edward M. Schotz
             (Please Print)                      General Partner


                                           TENANT:

ATTESTED BY:                               TOTAL RESEARCH CORPORATION

/s/ Richard G. Morrow, Jr.                 By:/s/ Eric Zissman
--------------------------                 -------------------
Name:  Richard G. Morrow, Jr.              Name: Eric Zissman
            (Please Print)                            (Please Print)
Title:  Corporate Secretary                Title:  Chief Financial Officer


                                           SUBTENANT:

ATTESTED BY:                               HEXAWARE TECHNOLOGIES

/s/ Stephen M. Simon                       By:/s/ Avinash M. Lele
--------------------                       ----------------------
Name:  Stephen M. Simon                    Name:  Avinash M. Lele
            (Please Print)                             (Please Print)
Title:  Corporate Secretary                Title:  President


APPLY CORPORATE SEAL HERE


<PAGE>


                                    EXHIBIT A

                                    Sublease


<PAGE>


                           FIRST ADDENDUM TO SUBLEASE


STATE OF  NEW JERSEY; COUNTY OF MERCER:  ss.:

         THIS FIRST  ADDENDUM TO SUBLEASE is entered into between TOTAL RESEARCH
CORPORATION, a New Jersey corporation,  whose business address is 5 Independence
Way, CN 5305, Princeton, New Jersey 08543, sublessor, and HEXAWARE TECHNOLOGIES,
whose  business  address  is 13B  Roszel  Road,  Princeton,  New  Jersey  08540,
sublessee.

         WHEREAS,  HEXAWARE  signed a  Sublease  Agreement  dated  June 9,  1997
(hereinafter the "Sublease"); and

         WHEREAS,  the  parties  wish to clarify  the  charges  relating  to the
electric, utilities and to confirm the commencement date;

         NOW, THEREFORE, the parties agree as follows:

         3.  Section XI of the  Sublease  is hereby  deleted and in its place is
inserted the following:

                  "Sublessee shall pay all electric and utility charges relating
                  to the  subleased  space at the then  current  rate charged by
                  owner  (currently  $1.25 per  square  foot per  annum),  which
                  charges  shall be payable  monthly in advance to  sublessor at
                  the same time as the base rent is paid. Sublessor acknowledges
                  that head and  air-conditioning are included in the base rent.
                  Sublessee is advised that there is an  after-hours  additional
                  charge  for  air-conditioning  set forth in the  Master  Lease
                  Documents, which shall be passed along to sublessee."

         4. In all other  respects,  the parties  hereby  ratify and confirm the
provisions of the Sublease.

ATTEST:                                    TOTAL RESEARCH CORPORATION

/s/ Richard G. Morrow, Jr.                 By /s/ Eric C. Zissman
--------------------------                    -------------------
Richard G. Morrow, Jr.                            Eric C. Zissman
VP, Controller                                    Vice President

                                           Dated:  7/17/97


ATTEST:                                    HEXAWARE TECHNOLOGIES

/s/ Stephen M. Simon                       By:/s/ Avinash M. Lele
--------------------                       ----------------------
                                           Print Name Avinash Lele
                                           Title  COO
                                           Dated:  7/14/97


STATE OF NEW JERSEY, COUNTY OF MERCER:                   SS.:
         I CERTIFY that on July 17, 1997,
personally  came  before  me and this  person  acknowledged  under  oath,  to my
satisfaction, that:

            (a)         this  person  is  the   secretary   of  TOTAL   RESEARCH
                        CORPORATION, the corporation named in this instrument;
            (b)         this person is the  attesting  witness to the signing of
                        this instrument by the proper  corporate  officer who is
                        Eric C. Zissman, the Vice President of the corporation;

<PAGE>

            (c)         this   instrument   was  signed  and  delivered  by  the
                        corporation  as its voluntary  act duly  authorized by a
                        proper  resolution of its Board of  Directors;  
            (d)         this  person  knows the proper  seal of the  corporation
                        which was affixed to this instrument; and
            (e)         this person  signed this proof to attest to the truth of
                        these  facts.  Signed and sworn to before me on July 17,
                        1997.


-------------------------      ------------------------------------------------
                               (Print name of attesting witness below signature)

STATE OF NEW JERSEY, COUNTY OF MERCER:                   SS.:
         I CERTIFY that on July 22, 1997,
personally  came  before  me and this  person  acknowledged  under  oath,  to my
satisfaction, that:

            (f)         this person is the  secretary of HEXAWARE  TECHNOLOGIES,
                        the corporation named in this instrument;
            (g)         this person is the  attesting  witness to the signing of
                        this instrument by the proper  corporate  officer who is
                        Avi Lele, the President of the corporation;
            (h)         this   instrument   was  signed  and  delivered  by  the
                        corporation  as its voluntary  act duly  authorized by a
                        proper resolution of its Board of Directors;
            (i)         this  person  knows the proper  seal of the  corporation
                        which  was  affixed  to this  instrument;  and 
            (j)         this person  signed this proof to attest to the truth of
                        these facts.

Signed and sworn to before me on July 22, 1997.


/s/ Tina Marie Luis            /s/ Stephen M. Simon
-------------------            --------------------
                               (Print name of attesting witness below signature)
                                  Stephen M. Simon