Sample Business Contracts

India-Pune-Talawade-Talawade Software Technology Park Lease-IT Tower 2nd Floor - Maharashtra Industrial Development Corp. and Kanbay Software (I) Pvt. Ltd.

Lease Forms

Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

[GRAPHIC]

AGREEMENT

THIS AGREEMENT OF LEAVE AND LICENCE MADE AT Pune this 9th day of September
Two Thousand and Three Between Maharashtra Industrial Development Corporation, a
corporation constituted under the Maharashtra Industrial Development Act, 1961
(Mah III of 1962) and having its principal office at Orient House, 5th floor,
Adi Murzban Path, Ballard Estate, Mumbai - 400 038 hereinafter called "the
Licensor" (which expression shall unless the context does not so admit include
its successors and assigns) of the One Part and Kanbay

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

Software (I) Pvt. Ltd., a company incorporated under the Companies Act, 1956 and
having its Corporate Office at Plot No.A1, Talawade Software Technology Park,
MIDC, Talawade, Tal - Hawali, District Pune - 412 114 hereinafter called the
"Licensee" (which expression shall unless the context does not so admit include
its successors in business and permitted assigns) of the Other Part.

WHEREAS:

A. The Licensor has set up a software park known as "Talawade Software
Technology Park" within the village limits of Talawade, Tal. Haveli, Dist. Pune
and registration sub-district and District Pune City and Pune suburban and
constructed at its own expenses a commercial user complex building for office
purpose known as "I.T. Tower" comprising of four upper floors and a ground floor
admeasuring 9863.41 SQ. MTRS. that is 106130.29 SQ.FT. built up area in the said
Software Park standing on piece of land bearing PLOT NO.A-33 & A-34, Talawade
Software Technology Park, Pune - 412114 & having 18000 SQ.MTRS PLOT AREA which
plot is more particularly described firstly in the first schedule hereunder
written.

B. The Licensor has constructed a sub-station in the said building "IT Tower"
and has handed over the said sub-station to Maharashtra State Electricity Board
(MSEB) for providing electricity to the occupants of the premises in the said
tower.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

C. The Licensor has also constructed one underground water tank and one
overhead water tank for fire fighting requirements. The overflow of this tank is
given two separate overhead tanks from which water is supplied to all the unit
of premises in the said tower.

D. The Licensor has installed a DG set in the said tower and the same shall be
run by the Licensor for the common use of the unit holders in the said building.

E. At the request of the Licensee the Licensor has agreed to grant to the
Licensee a license to use and occupy premises comprising the built up area of
20895.70 sq. ft on the SECOND FLOOR of the said building known as IT Tower on
the terms and conditions hereinafter set out. The licensed premises in respect
of which the Licensor has agreed to grant license to the Licensee are more
particularly described secondly in First Schedule hereunder written (hereinafter
referred to as "the licensed premises").

F. The Licensee has represented to the Licensor that:

a) The use of the licensed premises as hereinafter stated will not
tantamount to or be deemed or construed as a tenancy or will not
create any tenancy or other similar right or interest and the

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

Licensee undertakes and assures not to make any such claims in any
proceedings or otherwise.

b) The licensed premises shall be used only by the Licensee for the
purpose of its business as an office and the Licensee shall comply
with the rules, regulations, bye-laws that may be framed by the
Licensor in respect of the said building and the licensed premises.

c) At no point of time will the Licensee or any one on behalf of the
Licensee contend that this agreement creates or confers any right,
interest or title of any nature or other similar right title or
interest to the licensed premises or any part thereof.

d) The Licensee is not entitled to nor will it claim protection of The
Maharashtra Rent Control Act, 1999 or any ordinance amending the same
or any statutory modification or re-enactment thereof giving any
protection to any occupant, user, tenant or licensee.

e) The Licensee has verified and inspected the licensed premises and
confirm that the aggregate built up area of the licensed premises is
20895.70 SQ. FT. which area is to be reckoned for the purpose of
this Agreement.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

f) Relying upon the representations made by the Licensee and believing
the same to be true, the Licensor has agreed to allow the Licensee to
use and enter upon the licensed premises and the Licensee has agreed
to accept such license strictly on and subject to the terms and
conditions set out hereinafter for a period of 3 YEARS, commencing
from 1ST JULY 2003 and expiring by the efflux of time on 30ST JUNE
2006.

G. This agreement being a Leave and License Agreement is chargeable to stamp
duty under Article 36A(ii) of Schedule I to the Bombay Stamp Act, 1958 unless
exempted.

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

1. The Licensor hereby grants to the Licensee a licence to use and occupy the
licenced premises on the terms and conditions hereinafter set out.

2. The Licensee shall pay to the Licensor the license fees or compensation for
the use of the licensed premises at the rate of RS.13.50 PER SQ.FT. built
up area PER MONTH aggregating to RS.282092.00 PER MONTH. The Licensee
hereby states that it has paid to the Licensor a sum of RS.844761.00 as
interest free security deposit in respect of the said premises, which the
Licensor hereby duly acknowledges. This amount will

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

be refunded to the Licensee on the expiry of the agreement or expiry of the
extended terms if any.

3. The Licensee shall also pay to the Licensor a sum of Rs.1.50 per SQ.M. PER
YEAR OF PLOT AREA aggregating to RS.443/- PER MONTH being service charges
against services provided by MIDC in the park payable in respect of the
said premises, worked out on proportionate basis. These service charges are
applicable to all the plot holders in the park and subject to change as per
MIDC policies. The licensee shall have to pay the same at the prevailing
rates.

4. The monthly license fees or compensation and the service charges payable
under the above clauses 2 and 3 shall be paid by the Licensee to the
Licensor in advance on or before the 10TH DAY of each month for which such
license fees/ compensation and service charges fall due for payment.
Monthly license fees and service charges under clauses 2 and 3 hereof for
the first month shall be paid on the execution of this agreement.

5. Simultaneously on the execution of these presents the Licensor has handed
over one set of duplicate keys of the licensed premises to the Licensee for
the more convenient enjoyment of the licensed premises by the Licensee
which shall be held by the Licensee in trust and as trustees

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

for and on behalf of the Licensor and on an express representation and
undertaking by the Licensee not to change either the lock or the locking
device on the main door to the licensed premises. If the Licensee changes
the lock or the locking device the Licensee shall inform the Licensor and
deliver one set of such keys to the Licensor. The Licensee hereby
undertakes to return the said duplicate keys to the Licensor on the expiry
or earlier determination of this Agreement. Since the licensee has provided
electronic security access system and new doors with permission of the
licensors, this provision will not be applicable.

6. The Licensee hereby covenants with the Licensor as follows:

a) During the subsisting of this agreement to pay to the Licensor the
said monthly compensation on the days and in the manner hereinbefore
appointed for payment thereof clear of all deductions excepting
deductions prescribed by prevailing laws.

b) Throughout the subsistence of this Agreement to pay to the Licensor in
respect of the licensed premises the agreed monthly fees or service
charges and such increases therein as may from time to time be
prescribed by the Government of Maharashtra under Maharashtra
Industrial Development Act, 1961 or Rules framed hereunder in respect
of amenities or common facilities.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

c) To keep in good and substantial repair and condition the whole of the
licensed premises and every parts of drains, pipes, wires and sanitary
apparatus serving the licensed premises as are situate within the same
and in any event in the third year of the said term and in the last
year of the licence to paint and colour in manner all the inside parts
of the licensed premises as are usually painted and coloured and all
additions thereto in a proper and workman like manner.

d) To permit the Licensor and their officers, surveyors, workmen or
others employed by the Licensor from time to time and at all
reasonable times of the day during the term hereby granted after seven
days previous notice to enter in to and upon the demised premises and
to inspect the state of repairs thereof and if upon such inspection it
shall appear that any repairs are necessary, they or any of them may
by notice to the Licensee call upon the Licensee to execute the
repairs and upon their failure to do so within a reasonable time the
Licensor may execute the repairs and upon their failure to do so
within a reasonable time the Licensor may execute such repairs at the
expense in all respects of the Licensee.

For Kanbay Software (India) Pvt. Ltd

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

e) To permit the Licensor or the Licensor's duly authorized agents with
or without workmen or others during the said term to enter upon the
licensed premises or any part thereof for the purpose of carrying out
repairs to the adjoining or neighbouring parts of the said "IT Tower
building provided that except in the case of emergency the Licensor
shall give not less than 48 hours notice of their intention to
exercise this right.

f) Not at any time during the said term without the consent in writing to
the Licensor to make any alternations of additions to the demised
premises or any part thereof and in any event not to fix any machinery
or addition to the walls, floor or roof thereof without such consent.

g) To use or permit the licensed premises to be used only for the purpose
of office and for the purpose of research, software development,
software export, business expansion and to incubate new up coming
business and part of premises to house various office equipment,
systems High Speed links, Dish Antenna, telecommunication equipment
and cable and office furniture and fixture & also cafeteria which is
necessary to be provided to the licensee. The licensor shall permit
use of the licensed premises by subsidiary affiliates or group
companies where the licensee has

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

more than 26% stake. Such use by the subsidiary, group company
affiliate will be only during the term of the license to the licensee
& the licensee will still continue to be fully responsible for the
license under this agreement subject to the prior written consents of
the licensor.

h) Not to use or permit to suffer to be used the licensed premises or any
part thereof for any illegal or immoral purpose and not to do or cause
or permit or suffer to be done on the licensed premises or any part
thereof anything which may cause damage to the Licensor or to the
occupiers for the time being of any other part of the premises in the
building and in particular not to have any fire place or furnace
burning soiled fuel not to burn any refuse or to emit any smoke or
noxious fumes.

i) Not to do or permit or suffer anything to be done on the licensed
premises (otherwise than for reasonably carrying out the purpose
authorized by sub-clause (g) which may cause other part of the said
licensed premises of building to be or become vitiated or whereby the
premium payable under any such insurance is liable to be increased.

j) In the event of licensed premises or any part of the licensed premises
of the Licensor being damaged or destroyed by

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

fire at any time during the term hereby granted and the insurance
money under any policy of insurance effected thereon by the Licensor
being wholly or partially irrecoverable by reason solely or in part of
any act or default of the Licensee, the Licensee shall forthwith (in
addition to the said compensation and service charges) pay to the
Licensor the whole or (as the case may be) a fair proportion of the
cost of rebuilding and reinstating the same and the decision of the
Chief Engineer of the Licensor as to such fair proportion shall
prevail.

k) To comply at all times during the said term all statutory and other
requirements for ensuring the health, safety and welfare of the
persons using or employed in or about the licensed premises or any
part thereof.

l) Not to erect or display or permit to be erected or displayed without
the consent in writing of the Licensor any advertisement, hoardings or
notices (whether illuminated or otherwise) upon the exterior of the
licensed premises or any part thereof or upon any interior part of
the licensed premises except a name plate of a size approved by the
Licensor to be applied, to entrance door of the licensed premises.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

m) Not to assign, let or part with the possession of the licensed
premises or any part thereof without the previous written consent of
the Chief Executive Officer of the Licensor and the Chief Executive
Officer may in this absolute discretion refuse such consent or grant
the same subject to such condition as he may think fit including the
condition requiring payment of premium. It is further agreed that
Licensee shall be entitled to occupy use and enjoy the licensed
premises personally as well as through sub license to any company with
whom the Licensee may be associated or any company which is incubated
by licensee or any company which is mentioned by the Licensee or any
company with whom the Licensee is an associated entrepreneur.

n) To permit ail persons with written authority from the Licensor to
enter upon the licensed premises to inspect the same at all reasonable
times of the day and by appointment.

o) Not in any way to obscure or permit to be obscured the windows of the.
licensed premises and to clean the interior and exterior of the said
windows as may be necessary throughout the said term and in any event
at least once in each calendar month.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

p) Not at any time during the said term to cause any damage or
obstruction in such parts of the said building or the said area as are
made by the Licensee in common with the Licensor or any other persons
similarly refuse.

q) To make adequate arrangements for the frequent removal of all trade
refuse.

r) At all times during the said term to comply with such rules and
regulations for the efficient running of the said area as the Licensor
shall from time to time prescribe by notice in writing affixed to some
conspicuous part of the said building.

s) During the said term the Licensee shall at anytime from the date
hereof have option to give three months notice in writing to the
Licensor to terminate license and upon the expiry of the notice period
the license shall come to an end and during the said term, the
Licensor shall at any time from the date hereof have option to give
three months notice in writing to the Licensee to terminate License
and upon expiry of the notice period the license shall come to an end.

t) At the expiration or sooner determination of the term of the Licence
or by giving notice of three months to Licensor, quietly to deliver

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

upto the Licensor the licensed premises in the state of good and
tenantable repair.

u) The superstructure and the other elements of the building having been
designed for an uniformly distributed live load of 300 kg per sq.mtr.
from all causes not to exceed the stress on the various components of
the structure beyond the above load during or after installation of
machinery and equipment.

v) The Licensee shall install at the licensed premises all the requisite
equipments of the proposed facility and commence operations within a
period of 2 months from the date of commencement of this license.

w) To pay all existing and future taxes, rates, assessment and out goings
of every description for the time being payable either by landlord or
tenant or by the occupier, the property taxes, municipal taxes and/or
other charges levied by the Government/ Pimpri-Chinchwad municipal
Corporation in respect of the licensed premises shall be exclusively
liable to be paid and borne by the licensee during the term of this
agreement and consequently Licensee shall be required to reimburse to
the Licensor for the taxes, cesses and other charges levied by the
Pimpri-Chinchwad

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

Municipal Corporation of with respect to the premises if paid by the
Licensor within 10 DAYS of the Licensor demanding the same from the
Licensee.

x) The Licensee shall pay the electricity bill/ charges to MSEB or any
other authority as the case may be in respect of the licensed premises
during the subsistence of this agreement.

7. The Licensor agree to provide adequate and regular supply of water at all
times to the premises during the terms of license.

8. Any litigation arises between Licensee and the Licensor concerning this
license shall be governed by Indian Laws and courts at Pune alone shall
have jurisdiction to entertain the same.

9. If and whenever any part of the license fees or recurring fees or service
charges payable by the Licensee hereunder shall be in arrears the same may
be recovered from the Licensee together with interest thereon at 16% per
annum from the date of default until payment as arrears of land revenue
under the provisions of the Maharashtra land revenue code 19661 (XLI
of 1966).

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

10. If the said license fees/ compensation or recurring fees or service charges
payable by the Licensee hereunder shall be in arrears for the space of
thirty days whether the same shall have been legally demanded or not or if
and whenever there shall be a breach of any of the conditions by the
Licensee hereinbefore contained the Licensor may terminate the agreement
by giving to the Licensee one month's notice provided that if during the
said notice period such arrears are paid or the breach is remedied the
Licensor shall withdraw the notice of termination.

11. The Licensor or the Chief Executive Officer on behalf of the Licensor may
at his option appropriate the security deposit or any part thereof towards
satisfaction of the sum due under this license and for any claims or
demands whatsoever which may at any time be made or have been made on
behalf of the Licensor or against the Licensee under this license and the
Licensee shall always maintain the original amount of deposit and shall
deposit further cash to make up the original amount of deposit when
required by the Licensor to do so. Upon due and punctual payment of the
rent hereunder reserved and due performance of all the covenants and
conditions on the part of the licensee herein contained including the
covenant to quietly deliver up the licensed premises to the Licensor at the
expiration or sooner determination of the said term hereby granted, the
amount of security deposit or such part thereof as shall not have been
appropriated as aforesaid shall be paid or transferred to the Licensee.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

12. It is agreed that the Licensee shall be entitled to use in common with
other Licensees and occupants of IT Park the amenities and facilities set
out in Second Schedule hereunder written.

13. If the Licensee shall have duly performed and observed all covenants and
conditions on the part of the Licensee hereinbefore contained and shall at
the end of the term of this agreement be desirous of having a new license
of the licensed premises and of such desire shall give notice in writing to
the Licensor before the expiration of the term of this agreement the
Licensor shall in respect of the licensed premises and at the cost and
expense of the Licensee grant to the Licensee a license for a further term
of period of 2 YEARS or such other period being not less than 1 YEARS as
shall be mutually agreed between the Licensor and the Licensee and on
payment of such monthly compensation and service charges as stated herein
with increase of 5% P.A. of the previous license fee paid subject to the
same terms & conditions as this license agreement or any other term
mutually agreed / determined by the Licensor.

14. All costs, charges and expenses of the incidental to the execution, of this
lease and its duplicate including the stamp duty and registration charges
if payable shall be borne and paid by the Licensee alone.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

15. All major repairs, with regards to the licensed premises, structures,
sewerage pipes, leakages, water supply lines shall be done and maintain by
the licensor.

16. The Licensor will get the entire building, utility building, structures,
equipments and all its plant and machinery insured.

IN WITNESS WHEREOF SHRI S.S.SAMANT, EXECUTIVE ENGINEER of the Maharashtra
Industrial Development Corporation, the Licensor above named, set his hand and
affixed the common seal of the Corporation hereto on its behalf and the Licensee
hath caused its common seal to be affixed thereto the day and year first above
written.

FIRST SCHEDULE
(DESCRIPTION OF LAND)

FIRSTLY:

All that piece or parcel of land known as plot no. A-33 & A-34 in the MIDC,
TALAWADE SOFTWARE TECHNOLOGY PARK within the village limits Talawade, Taluka
Haweli, Dist- Pune and Registration sub District and District Pune City and Pune
suburban containing by ad-measurement 18000 SQUARE METERS or there about and
surrounded on all sides as follows, that is to say.

- On or towards the north by plot no. P-2 & road

- On or towards the south by plot no. 23 & plot of ESR

- On or towards the east by A-32

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

- On or towards the west by MIDC boundary, Govt land Gat no. IB Part

SECONDLY:
(DESCRIPTION OF THE PREMISE)

All the premises comprising 1941.98 SQ. MTRS. i.e. 20895.70 SQ. FT. built up
area ON SECOND FLOOR and constructed in the said "I.T.TOWER" building and
bounded as below.

- On or towards the north by with building marginal space open to sky.

- On or towards the south by open car parking & marginal space open to sky.

- On or towards the east by marginal space open to sky.

- On or towards the west by marginal space open to sky.

(SECOND SCHEDULE)
(RIGHTS IN COMMON)

i) To use the approach roads for the purpose of the access to and agrees for
the demised the premises and to use the car park proportionate only for
the purpose of parking of private motor cars belonging to the lessee his
employees or persons doing business with him the number of such private
motor cars not the exceed one at any time reserving expressly to the lesser
the right to nominate for the of each lessee of the building particular
places in the car parking of cars not exceeding the number aforesaid.

ii) FACILITIES AND SERVICES:

A] LIFTS
The Licensor will ensure that the premises has uninterrupted life
facility and the lifts of the building "I.T.TOWER" are maintained by

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

maintenance agency under proper comprehensive maintenance contract, as lift
is accepted by the parties to be the essential service for the use and
enjoyment of the premise by the licensee.

B] ELECTRICITY & WATER CHARGES.

- The Licensor agree to pay separate electricity charges in the building
for common lighting, lifts etc.

- The Licensor agree to provide adequate and regular water supply of at
all times to the premises for which the licensee will bear the
charges, at prevailing rates. The water bill shall be charged on the
basis of the ratio of the built up space allotted to the licensee to
the total area allotted on proportionate basis.

C] MAINTENANCE OF THE BUILDING

a) The Licensor confirm that all structural and major repairs of the
said building and the property shall be carried out by the
Licensor at their own costs without any delay or default.

b) The Licensor confirm that all minor repairs inside the licensed
premises shall be carried out by the Licensor at its own costs
excluding damages caused by the licensee if any.

c) The Licensor will also provide fire-fighting equipment and
maintain the same in operateable condition at the costs of the
Licensor in the building "I.T.TOWER" for common premises.

d) The Licensor will provide Generator set, operate and maintain the
same and keep the same available as stand by power supply in the
event of any power failure during the

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

working hours for common lighting, lifts etc. (hereinafter
referred to as "the facilities and services")

e) It is agreed between the Licensor and Licensee that this license
for the facilities and services will be coextensive and
co-terminus with the term hereby granted.

f) It is agreed that the Licensee shall be bound to pay the service
charges as agreed to the Licensor during the validity and
subsistence of license and during the period of license to use,
occupy and enjoy the premises under the term of the license
hereby granted.

g) It is agreed that the Licensee shall obtain power supply as per
their requirement at their cost from Maharashtra State
Electricity Board (MSEB) & the Licensor will issue necessary NOC
for obtaining power from MSEB. After expiry of agreement the
Licensee may take back the deposits paid to MSEB.

h) It is agreed that the Licensee shall be bound to pay the energy
charges & water charges for common use in proportion of the area
occupied.

i) It is agreed that the Licensee shall be granted permission to do
the interior works as per his requirement at his cost, after
possession of the premises.

j) It is agreed that the other space available in the building can
be licensed to other party by obtaining first refusal of the

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

licensee. However this shall be for a period of one year from the
date of agreement.

k) It is agreed that the Licensee shall be bound to pay the
proportionate charges of the consumables like diesel, water etc
required for operation of D. G. set, fire fighting system etc.

l) It is agreed that existing sub station at I. T. Tower premises
will be handed over to MSEB along with panel board. Thereafter
metered power supply will be provided by MSEB.

m) It is agreed that the Licensor shall provide additional required
space for additional transformer within existing sub station
premises or adjacent to the existing sub station.

n) It is agreed that the licensee may put proportionate power load
on existing 320 KVA D.G. set which will be run and maintained by
the licensor and chargeable at proportionate basis @ actual.

o) It is agreed that the Licensor shall provide additional required
space for additional DG set adjacent to existing generator room
at the monthly charges based on the prevailing MIDC's land rate.

p) It is agreed that the Licensor shall provide required space to
install cooling tower on terrace of the building provided that
the uniformly distributed live load should not exceed 150 Kg/m2
for which roof slab is structurally designed.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

q) It is agreed that the outdoor units should be placed on the
terraces allotted to Licensee.

r) It is agreed that, external services such as landscaping,
sweeping of roads in the premises shall be maintained by the
Licensor.

s) It is agreed that the Licensor shall provide and maintain
external security at the entrance of the premises. The security
within the unit shall be provided & maintained by Licensee.

t) It is agreed that ceramic / mosaic tiled flooring in the unit
shall be provided by the Licensor.

u) It is agreed that the Licensor shall provide space in the
existing cable ducts in the building for laying communication
cables of the Licensee's structure of the building.

SINGED SEALED AND DELIVERED BY

Shri.S.S.SAMANT Licensor
The Executive Engineer
MIDC, I.T.Division, Pune - 19. /s/ S.S. Samant
Maharashtra Industrial Development Corporation
Executive Engineer
M.I.D.C. I.T.,
In the presence of Chinchwad, Pune-411019.

1. H. D. Kulkarni DE MIDC /s/ H. D. Kulkarni

2. S. T. PATIL AE MIDC /s/ S. T. Patil

The common seal of the within

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

For Kanbay Software (India) Pvt. Ltd.

/s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

<Page>

Named of licensee M/S.KANBAY SOFTWARE (I) PVT LTD Licensee
Was pursuant to a resolution of Its Board of Director
passed on the 6th day of January 2003
affixed here to in the presence of For Kanbay Software (India) Pvt. Ltd.

1. /s/ Jayant Deshmukh Jayant Deshmukh /s/ Arun D. Khisty

2. /s/ Lakhbinder Singh Lakhbinder Singh Arun D. Khisty
Sr. Manager Administration

/s/ S.S. Samant

Executive Engineer
M.I.D.C. I.T.,
Chinchwad, Pune-411019.

<Page>

[GRAPHIC]

For Kanbay Software (India) Pvt. Ltd. /s/ S.S. Samant

/s/ Arun D. Khisty Executive Engineer
M.I.D.C. I.T.,
Arun D. Khisty Chinchwad, Pune-411019.
Sr. Manager Administration

<Page>

[GRAPHIC]

For Kanbay Software (India) Pvt. Ltd. /s/ S.S. Samant

/s/ Arun D. Khisty Executive Engineer
M.I.D.C. I.T.,
Arun D. Khisty Chinchwad, Pune-411019.
Sr. Manager Administration

<Page>

MAHARASHTRA INDUSTRIAL DEVELOPMENT CORPORATION
(A GOVERNMENT OF MAHARASHTRA UNDERTAKING)

POSSESSION RECEIPT

I Shri.Suhas Patil, Assistant Engineer, MIDC, I.T.Division, Pune on behalf of
Maharashtra Industrial Development Corporation & Shri. Arun Khisty, Senior
Manager (Administration), M/s. Kanbay Software (I) Pvt Ltd. Pune this day
respectively handed over and taken over the possession of second floor,
admeasuring 20895.70 Sq.ft built up area at I.T.Tower plot no.A-33 & A-34,
MIDC, Talawade Software Technology Park, Tal-Haveli, Dist-Pune-412114 on rental
basis with aluminum doors & windows to work space & fixtures in toilets such as
wash basins, bib cocks, European type W.C.S & doors with brass fittings as per
plan enclosed and after showing actual details on the site.

Handed over by Taken over by

For Kanbay Software (India) Pvt. Ltd.

/s/ Suhas Patil /s/ Arun D. Khisty

Arun D. Khisty
Sr. Manager Administration

Signature of Signature of
with date / designation the allottee of
the co. with rubber
stamp & designation

Place :- Talawade Pune Place : Talawade Pune
Date : 01/07/2003 Date : 1/7/2003

<Page>

[KANBAY LOGO]

Kanbay Software (India) Pvt. Ltd.
A 1, Technology Park, MIDC,
Talawade, Pune - 412 114 India
Voice 91-23-760 1000
Fax 91-20- 760 1002 760 10??
www.kanbay.com

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF
DIRECTORS HELD ON MONDAY, 6TH JANUARY, 2003.

"RESOLVED THAT Mr. Arun D. Khisty, Senior Manager, Administration be and is
hereby authorised to sign documents, file statements, applications and appear
before the Maharashtra State Industrial Development Corporation (MIDC). Central
Excise, Customs, Software Technology Park of India and Port Authorities for the
purpose of hiring premises at pune and all other related issues of the company,
and appoint representatives, advisors, agents to deal with such issues."

For Kanbay Software (India) Pvt. Ltd.

/s/ Niranjan Pendse

NIRANJAN PENDSE
Company Secretary