13. SURRENDER Upon the expiration or earlier termination of this Lease Agreement, i.e.

, in the event of default by the Lessee, then the Lessee shall, at his own expense, deliver to the Lessor the equipment at such place- as the Lessor may specify in good repair condition and working order, ordinary wear and tear resulting from proper use thereof alone is accepted. 14. FEES The Lessee will comply with all relevant acts, regulations, and bye-laws relating to the registration or licensing of the equipment or in any other manner relating to it or its use and will pay promptly all requisite fees and charges. 14A. LEGAL FEES Legal costs incurred on account of the Lessee by the Lessor will be to the account of the Lessee. 15. PAYMENT BY LESSOR If the Lessee shall fail to pay any sum payable by it, the Lessor may pay the same and in that event the cost thereof shall be immediately repayable to the Lessor by the Lessee and failure to pay the same shall carry with it the same consequences, including interest at the same rate, as failure to make any payment of rent hereunder. 16. EXCLUSIONS The lessee acknowledges and agrees with the Lessor: (a) that the equipment is of a size, design capacity and manufacturer selected by the Lessee; (b) that the Lessee is satisfied that the goods are suitable for its purpose; (c) that the Lessor is not the manufacturer of the equipment; (d) that having inspected the equipment the Lessee has signed this agreement relying entirely on its own judgment and not on any statements made by the Lessor or the agents or servants of the Lessor; (e) that no warranty of fitness or that equipment is merchantable shall apply to this contract; (f) that the equipment is accepted by the Lessee with all faults and defects (if any) and delivery shall be conclusive evidence that the equipment is in good condition and substantial working order and condition; (g) that the Lessor has not made and does not hereby make any representation or warranty with respect to the merchantability, condition, quality, durability, or suitability of the equipment in any respect;

from or incidental to such use, operation, or storage, whether such injury to or death of persons be of agents or employees of the Lessee or of third parties, and such damage to property be of the Lessee or of others. The Lessee will save and hold the Lessor harmless against all loses, damages, claims, penalties, liabilities and expenses including legal costs, howsoever arising or incurred because of or incidental to the Equipment or the use, operation storage, or alleged use, operation, or storage thereof. 18. This Agreement is a personal one between the Lessor and the Lessee and the Lessee has no interest assignable in equity or at law in this agreement or in the Equipment and will not during the Lease, agree, attempt, offer or purport to sell, assign, pledge, mortgage, lend or let on Lease, or otherwise part will, or attempt to part with, the possession of the Equipment or his interest therein or in this Agreement. 19. DEFAULT PENAL LEASE RENTALS AND COSTS If the Lessee shall make default in payment of an moneys or installments of moneys payable under the provisions of this Agreement, the Lessee shall pay to the Lessor on the sums or sum in arrears penal interest on the moneys at a minimum rate of 15 % per annum, on the cumulative unpaid balance inclusive of interest without prejudice to the Lessee's rights under any other terms, conditions and agreements herein expressed or implied. All costs incurred by the Lessor in obtaining payment of such arrears or in endeavoring to trace the whereabouts of the equipment or in obtaining or endeavoring to obtain possession thereof whether by action suit or otherwise shall be recoverable from the Lessee in addition to and without prejudice to the Lessor's rights for breach of this lease. 20. EXPIRATION OF LEASE If at the expiration of the said term the Lessee shall fail to deliver the Equipment to the Lessor in accordance with any direction given by the Lessor, the Lessee shall be deemed (unless the Lessor elects to the contrary) to be the monthly tenant of the Equipment at the same rental and upon the same terms herein expressed and such tenancy may be terminated by the Owner immediately upon default by the Lessee hereunder or upon seven (7) days notice previously given by the Lessor or by the Lessee delivering the Equipment to the Lessor in accordance with the directions of the Lessor. 21. FIXTURE TO REALTY The Lessee will not cause or permit the Equipment to be affixed to any real property. 22. NEGOTIATIONS The Lessee warrants and represents that every statement made and every particular given by it in relation to the transaction effected by this lease are true and correct. 23. a) DEFAULT If the Lessee shall fail to observe or perfom1 any provision or term of this agreement on the part of the Lessee to be observed or performed, or, if the Lessee being a Company, any steps or proceedings be taken to have the Lessee wound up, or if a meeting of the Lessees creditors be called, or the Lessee makes any composition with the Lessees creditors, or a distress or

execution be threatened or levied upon or against the equipment, or if any insurer having the Equipment insured cancels any such instance, or if the Lessor ascertains that the Lessee has made a false statement in the course of the negotiations preceding this Agreement, then in any of such events the rentals for the balance of the said terms shall thereupon become due and payable by the Lessee and the Lessor may without prejudice to any other of the Lessors rights hereunder by notice in writing terminate the Lease created hereby and thereupon, or upon the termination of this Lease by effluxion of time as the case may be, the Lessee shall forthwith deliver the Equipment at the Lessees own expenses to the Lessor and in accordance with any directions given by the Lessor, and in default thereof the Lessor may repossess and retake the Equipment, and for that purpose the Lessor by its servants and agents may; (a) enter upon any land or premises where the Equipment is or where the Lessor or its agents or servants reasonably suspect that it is ; (b) for the purpose of such entry open any inside or outside gate, door or fastening. (c) detach and dismantle the Equipment from any part of the freehold to which it may be affixed with the written permission of the Lessor. All costs and expenses incurred by the Lessor in exercising or attempting to exercise its rights under this clause shall be paid by the Lessee to the Lessor on demand. Additionally, any undisbursed lease assistance will not be available to the Lessee following default. In the event this leads to any violation of payment due under the purchase order, the Lessee will indemnify the Lessor against any other claims / damages from the supplier. 23 b) The Lessee will be liable to pay rentals till the day the lessee surrenders all the Leased assets to the Lessor and the surrender of leased assets is evidenced by an appropriate written receipt completed by an appropriate signatory of the Lessor confirming receipt of all leased assets. 24. TERMINATION BY DEFAULT (a) Upon termination of the Lease (other than by effluxion of time) consequent upon default hereunder by the Lessee, the Lessee shall forthwith pay to the Lessor a sum equal to the total amount of rent payable during the term of this Lease which on termination had not been paid plus a default premium equal to 2% of the rentals payable under this Agreement which on termination were unpaid and past due. (b) It is agreed between the Lessor and the Lessee that the period of Lease agreed to between the Lessor, and the Lessee is non-canceable. The Lessee cannot cancel the Lease unilaterally for any reason whatsoever until the period indicated in the Schedule is over and the Lessee has completed payments of all contracted lease rentals. 25. FAILURE TO RETURN EQUIPMENT If the Lessor upon the termination of the Lease by effluxion of time or termination by default shall not be liable to recover possession of the Equipment then without prejudice to the other amounts payable by the Lessee hereunder the Lessee shall forthwith pay to the Lessor by way of liquidated and ascertained damages as per the following formulation: A sum of money

which shall be the amount of rent payable for the duration of the lease, which shall be paid till such time as the Owner is able to get possession of the Equipment. 26. STAMP DUTY The Lessee hereby undertakes to the Lessor to pay the Stamp Duty registration charges and all other incidental charges relative to stamping this Lease and / or registering the same. The Lessee irrevocably undertakes to pay any stamp duty charges that may arise from the Bombay Stamp Act of 1958 as amended by the Maharastra Tax Laws (Levy Amendment) Act 17 of 1993 \\'ith effect from May I, 1993 and / or that of any other Indian State within the India Union and other incidental charges relative to stamping and registering this lease and an assignment thereof in any place which the Lessor considers it desirable or is bound by law to stamp and / or register the same and the Lessee will pay to the Lessor upon-demand all duties, fees, costs, stamp costs, charges and expenses incurred or which will be incurred by the Lessor therein. The Lessee hereby undertakes to execute a registered lease containing all the terms and conditions mentioned in this Agreement as and when called for by the Lessor and the Lessee shall pay the stamp and registration charges for the same. 27. WAIVER All the original rights and powers of the Lessor under this Agreement shall remain in full force notwithstanding any neglect, forbearance, or delay in the enforcement thereof, and Lessor shall not be deemed to have waived any of the Lessor's rights or any provisions of this agreement or any notice given hereunder unless such waiver be in writing signed by the Lessor and no waiver by the Lessor of any breach by the Lessee of this Agreement shall be deemed a waiver of any continuing or recurring breach. 28. MATERIAL ADVERSE CHANGE Any notice or demand required, authorised or permitted to be given by the Lessor under this Agreement, if verbal, may (without prejudice to any other mode in which the same may be given) be communicated to the Lessee or to any employee of the Lessee elsewhere, or, if in writing, may (without prejudice as aforesaid) be served upon the Lessee personally, or left at or posted to the effect from the day following the day of posting and is affixed or left as aforesaid to take effect under time of such affixing or leaving as aforesaid, and any notice required to be given by the Lessee under this Agreement shall be in writing sent by registered post to the aforesaid address of the lessor. 29. FINANCIAL STATEMENTS The Lessee will upon request by the Lessor deliver to the Lessor a true copy of the Lessee's most recent Balance Sheet and Profit and Loss Statement together with copies of the Lessee's last two Audited Annual Balance Sheets, and Profit and Loss Statement and all notes and reports accompanying the same. 30. TIME Time shall be the essence of this contract in so far as it relates to obligations or agreements of the Lessee. 31. CURRENCY

All monetary reference in this Agreement refer to Indian currency and all payments are to be made in Indian currency at the Office of IDBI bank, Hyderabad. 32. GENDER AND NUMBER In the construction of this Lease unless the context otherwise requires: (a) words importing: (i) (ii) (b) the word: (i) "Equipment" include each and eve1-y item specified in the Schedule and each and every part thereof; (ii) "Lessor" includes IDBI Bank and its assigns; (iii) "Lessee" means the person or persons named as Lessee in the Schedule hereto; (iv) "Person" shall include Company and vice versa in all cases. 33. ASSIGNMENT (a) No title or right in said property shall pass to the Lessee except the Lease rights herein expressly granted. Plates or other marking may be fixed to or placed on the said property indicating that Lessor is the Lessor thereof and Lessee will not remove the same. Upon the termination of the Lease period, Lessee will immediately return the said property to Lessor in as good condition as received, less normal wear, tear and depreciation. (b) Lessor may assign this Lease and its assignee may assign the same. (c) Lessee agrees to use, operate and maintain said property in accordance with all laws, and not to sub-let the same; to pay all licensing, registration fees for said property and to keep the same free of levies, liens and encumbrances; to file all personal property tax returns; to pay all taxes, assessments, fees and penalties which may be levied or assessed on or in respect to said assessments, fees and penalties which may be levied or assessed on or in respect to said property or its use or any interest therein, or rental payments thereupon, including but not limited to all State or .Central Taxes, howsoever designated, levied or imposed upon the use or operation thereof, to pern1it Lessor to inspect the property ,at any time; and to keep it in first class condition and repair at Lessee's expenses and house the same in suitable shelter. The lessee irrevocably agrees not to sell or otherwise dispose of his interest therein or in any equipment or accessories hereby leased to any other person and use the equipment strictly in terms of this agreement. the singular number only shall include the plural number and vice versa and, one gender only shall include any gender;

(d) Neither this lease nor, is any interest therein assignable by Lessee or transferable by operation of law. In the event the lessee shall default in the payment of any rent, additional rent, or any other sum due hereunder for a period of fifteen (30) days or in the event of any default or breach of the terms and conditions of this Lease or any other lease between the parties hereto, or if any execution or other writ or process shall be filed in any action or proceeding, against the Lessee, whereby the said Equipment may be taken or distained, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted by or against the Lessee or its property, or if the Lessee shall enter into an agreement, of composition with its creditors, breach an)r of the terms of any loan or credit agreement, or default there under, or if the condition of lessee's affairs shall so charge, as to, in the opinion of the Lessor, impair the Lessor's security or increase the credit risk involved, then and at that event the Lessor shall have the right to retake immediate possession of its Equipment, and for such purposes, the Lessor may enter upon any premises where the said Equipment may be and may remove the same therefrom with or without notice of its intention to do the same, without being liable to any suit or action or other proceeding by the Lessee. 34. MATERIAL ADVERSE CHANGE The Lessor and the Lessee agree that in the event of any materially adverse change, including any change in the Government Policy, taking place after completion of the Lease Agreement, but before completion of all disbursements of lease assistance, which adversely impacts the financial condition of the Lessor, as a result of which in the opinion of the Lessor the Lessee ceases to be an acceptable credit risk, then further lease disbursements may be discontinued by the Lessor, and the Lessor may consider the existing lease transaction, if any, to be in default. 35. MODIFICATION TO RENTAL PAYMENTS (a) Rentals will be subject to modification downwards or upwards if the variable on the basis of which they were originally quoted change or / are disallowed by the Income Tax Department or any other Authority, viz., variables relating to Lease tenor, cost of money to the Lessor, financing the transaction, revises the interest rate during the currency of Lease transaction, as also any change in the value of the Lease transaction or as a result of any expenses of whatsoever nature incurred by the Lessor in connection with the Lease transaction the result of which will automatically increase the Lease transaction value by the amount of such expenditure, etc., (b) The rentals for this particular transaction are constructed on the basis of the following assumption: Equipment Description Transaction Value Lease Tenor As described in Annexure '8' RS 96,50,000/3 Years

(c) The Lessor and the Lessee agree to extend the initial lease tenor to further secondary periods at rate mutually agreed upon at end o the current lease term.

36. The Lessee irrevocably agrees that the lease rental amount will be modified by any change in Income Tax Act, 1961, or any other new income Tax Act, Income Tax Rules or Rates, or Finance Act or any Central or Sate Government enactment, howsoever imposed, any other taxes, including service taxes levied on lease rentals, whether Sales or Excise including any tax levies, penalties, interest and charges, of whatsoever nature and any other related and consequential charges levied on this transaction now or hereafter. 37. (a) This transaction provides for the Lessor purchasing the Equipment more particularly described in the Schedule which they will lease to the Lessee. The Lessee will arrange for transportation of the Equipment from the place of manufacture / despatch to the place of installation. All the transportation, octroi, warehousing, interest charges for delayed payment and other related expenses in the purchase and transfer of the Equipment from the place of manufacture / despatch to the place of installation will be paid by the Lessee. (b)The Lessee will also reimburse the Lessor any expenses incurred by the Lessor on this transaction, including bank charges / commission for completing payment to suppliers, for purchase of the Equipment. (c) The Lessee hereby confirms that since this Lease Transaction relates to an imported asset, that all expenses incurred by the Lessor in opening the Letter of Credit for the import of the asset, payment of import duties, any clearing and forwarding charges, and any other expenses / penalties and fines relating to importation, clearance will be reimbursed to the Lessor by the Lessee. 38. COMMITMENT : The Lessors commitment and obligation on this lease transaction is limited to Rs. 96,50,000/- and is subject to the Lessors funds position permitting. Any payment obligation relating to the Equipment over and above this amount of Rs. 96,50,000/- of whatsoever nature relating to Equipment cost, its movement, taxes on transaction and any other charges of whatsoever nature will referred to the Lessors credit committee for approval. 39. HYPOTHECATION This lease is subject to the Deed of Hypothecation over movable plant and machinery owned and leased by the Lessor and receivables, as per draft given to the lessee in respect of the following Equipment, executed by the Lessor in favour of the Bank(s) /Financial Institutions / Debenture Trust listed against them, in Annexure (B) hereto. 40. The Lessor and the Lessee agree that in the event of the Lease Transaction facility made available is not fully availed of within three months from the date of execution of this agreement, the facility will lapse and cease to be available, unless it is reinstated in writing by mutual consent of the Lessor an the Lessee.

41. APPROPRIATION OF PAYMENTS Unless otherwise agreed to by the lessor in writing, any payments due and payable under this agreement and made by the lessee shall be appropriated towards such dues in the following order viz., i. ii Service Tax as levied by the Government Premium on prepayment (if lease prematurely terminated)

iii. Costs, charges, expenses, insurance dues and other monies; iv. Interest on costs, insurance charges, expenses and other monies; v. Management fee and interest on Management fee, if any

vi. Penal interest vii. Payment of rental due and payable under this agreement viii. Notwithstanding anything contained in Clause (a) hereinabove, the lessor may, at its discretion, appropriate such payments towards the dues, if any, payable by the lessee in respect of earlier lease transactions availed of by the party from the lessor in the order specified in the relative lease agreement(s). 42. In the event of a dispute under this or any of the agreements entered into between the Lessor and the Lessee in connection with the lease of the Equipment mentioned in the Schedule, Courts in Madras alone will have jurisdiction. 43. ARBITRATION CLAUSE a) All disputes, differences and / or claims arising out of the Lease Agreement shall be referred to the sole Arbitrator to the nominated by the Lessor in accordance with the provision of 'The Arbitration and Conciliation Act of 1996', b) The Arbitrator shall hold the arbitration proceedings at Hyderabad only. However, the Arbitrator may change the place of enquiry if he decides so. c) Language of the arbitration proceedings, documentation and communication between the parties will be in English. 44. The Lessee irrevocably undel1akes that at no time during currency of the Lease Agreement's tenor which tenor I period is non-cancelable will the Lessee attempt to capitalise the leased Equipment on the Lessee's balance sheet, since the Lessee and the Lessor irrevocably agree that the ownership of the Equipment, during the lease tenor indisputably rests with the Lessor. 45. Lease rentals carried in this agreement are valid for a period of three months. If the lease facility is not fully availed of within this time, it will be open to the Lessor to allot funds to other Lessees, who urgently require funds. If thereafter the Lessee still requires the lease facility provided for in this Agreement, the rental rates will have reorganized.

46. All the terms and conditions as accepted by the Lessee in the Sanction Letter may be read along with this lease agreement. ANNEXURE B SCHEDULE A Schedule A to Equipment Lease Agreement dated ____________ for lease for following assets for an aggregate value of Rs. 96,50,000/- between IDBI Bank as LESSOR and Baan Info Systems India Pvt. Ltd., as LESSEE. Sl. No. 1 Description of Equipment on Lease Computers Supplier Name Supplier State Equipment Location Hyderabad/Mumbai