<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>11
<FILENAME>u92712exv10w3.txt
<DESCRIPTION>EX-10.3 LEAVE AND LICENCE AGREEMENT DATED OCTOBER 18, 2002 BETWEEN GODREJ & BOYCE MANUFACTURING COMPANY LTD. AND WORLD NETWORK SERVICES PVT. LTD.
<TEXT>
<PAGE>
                                                                    Exhibit 10.3



                           LEAVE AND LICENCE AGREEMENT

     THIS AGREEMENT made on this 18th October 2002, between GODREJ & BOYCE
MANUFACTURING COMPANY LTD., a Company incorporated under the provisions of the
Indian Companies Act, 1913, and having its Registered Office at Pirojshanagar,
Vikhroli, Mumbai 400 079 (hereinafter referred to as the "Licensor"), of the ONE
PART, and World Network Services Pvt. Ltd., a Limited Company incorporated under
the Companies Act, 1956, and having its Registered Office Pirojshanagar, Eastern
Express Highway, Vikhroli(E), Mumbai - 400 079, (hereinafter referred to as "the
Licensee") of the OTHER PART.


The "Licensor" and the "Licensee" are hereinafter together always referred to as
the "Parties" and are individually, when necessary, referred to as "Party".


RECITALS

     WHEREAS the Licensor is the owner of and absolutely seized & possessed of
and/or otherwise well and sufficiently entitled to all those lands lying being
and situate at Pirojshanagar, Vikhroli, Mumbai - 400 079, on which lands the
Licensor has built and constructed several industrial sheds and office blocks
(hereinafter referred to as "the Larger Premises")

AND WHEREAS the Licensor has constructed Plant no. 10 Industrial building
admeasuring about 80,945 Sq. Ft, constructed on the Survey No. 57 (pt) of
Village Vikhroli corresponding to CTS No. 7 (pt) and 67(pt).

AND WHEREAS the Licensee is desirous of using and occupying 59,202 sq. ft.
(56,720 sq. ft. on ground floor, and an area of 2,482 sq. ft. on the lower
ground floor level) of the Building Plant No. (Industrial Shed No.) 10 as
aforesaid delineated in red in the Plan annexed and more particularly described
in the Schedule hereto (hereinafter referred to as "the Licensed Premises").

AND WHEREAS the Licensee has requested the Licensor to permit the Licensee to
use and occupy the Licensed Premises which request has been acceded to by the
Licensor and the Parties hereto have agreed to enter into a Leave & License
Agreement in the manner following.

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

ARTICLE 1 - THE LICENCE

1.1  The Licensor hereby permits the Licensee to use and occupy the Licensed
     Premises and the Licensee hereby agrees to use the Licensed Premises as a
     Licensee for carrying out its professional services business, including
     Computer software and IT enabled services for a period of 33 months from
     16th August 2005 ending on 15th May 2008, on the terms and conditions
     hereinafter contained and on the part of the Licensee to be observed and
     performed.

1.2  It is expressly agreed by and between the Parties that juridical possession
     of the Licensed Premises shall be always that of the Licensor. The Licensee
     is granted a personal, non-transferable and non-assignable licence to use
     the Licensed Premises on the terms and conditions stated herein

1.3  It is the express, real and true intention of both the Parties that this
     Agreement shall be a licence only according to the terms hereof, and that
     the Licensor shall have free and unobstructed access to the Licensed
     Premises during working hours, with adequate prior notice to the Licensee
     and without inconveniencing the Licensee in any way. Provided always that
     the Licensor shall not interfere with the work or operation of the Licensee
     being lawfully carried on in the Licensed Premises.

1.4  The Licensee shall at any time and from time to time, prior to and during
     the subsistence of the agreement, be at liberty to carry out make and
     effect upon the Licensed Premises such addition, alterations, renovation
     and improvement to the Licensed premises (especially that of structural/
     material addition and alteration) only with the prior written consent of
     the Licensor and such requests shall not be denied unless they are of a
     nature that are detrimental to the structural safety of the building or in
     violation of local laws or regulations. Save and except any changes that
     have been carried out with the approval of the Licensor, the Licensed
     Premises shall be left or returned in more or less the same condition in
     which they were at the time when the Licensee was inducted in the Licensed
     Premises, subject to reasonable wear and tear attributable to normal use
     for the business. The Licensee shall further ensure that such additions
     fixtures fittings alterations or improvements do not damage any part of the
     License Premises or any load bearing structural member of the Licensed
     Premises.

1.5  On the expiry or sooner determination/termination of this Agreement the
     Licensee shall remove itself, its employees, representatives, servants and
     agents from the Licensed Premises, which shall save and

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     except changes approved by the Licensor, be in the minimum in the same
     condition in which the Licensed Premises was on the date of this Agreement,
     subject to reasonable wear and tear attributable to normal use for the
     business, Provided Further that the Licensee shall be entitled to leave any
     of its furniture, fittings, fixtures, leasehold improvements and approved
     alterations as well as to remove its records and all other belongings from
     the Licensed Premises on the expiry or sooner determination of this
     Agreement.

1.6  The Licensee shall have in common with the Licensor and its servants,
     agents, staff, employees, suppliers, customers and bona fide visitors, and
     its own servants, agents, staff, employees, suppliers, customers and bona
     fide visitors, the non-exclusive licence to have ingress and egress from
     the Licensed Premises. Such non-exclusive ingress or egress shall in no way
     be deemed to confer on the Licensee any right of easement relating to or
     running with the land or on any other grounds or any other rights
     whatsoever. The Licensee undertakes to the Licensor that it shall be
     exclusively responsible and liable for all acts of commission and omissions
     of its servants, agents, staff, employees, suppliers, customers and bona
     fide visitors of the Licensee for or in respect of damage, loss, costs, or
     either harm or injury caused to any property of the Licensor or to any
     other Licensees of the Licensor, its/their servants, agents, staff,
     employees, suppliers, customers and bona fide visitors in the Licensed
     Premises.

1.7  The Licensee may, at its own cost, put up two sign-boards indicating its
     name, on the exterior of the Licensed Premises, Provided that the
     dimensions and exact location of such sign boards shall be intimated, in
     advance, to the Licensor for its approval and that such approval should be
     obtained, in writing, Provided However, that such approval shall not be
     unreasonably withheld. Such signboards should not cause any damage to the
     facade of the Licensed Premises and shall not contravene any local laws or
     regulations.

1.8  The Licensee shall be entitled to apply and obtain at its own cost separate
     telephone lines and any other telecom infrastructure The Licensee shall
     have the right to surrender the said separate telephone lines to the
     telephone company on or before the expiry of the license. The Licensor
     shall give the necessary No Objection and/or consent to enable the Licensee
     to obtain the separate telephone lines, leased lines and other telecom
     infrastructure.

1.9  The Parties agree that on the basis of the express assurances and
     undertakings mentioned herein the Licensor has agreed to grant to the
     Licensee, the present licence to use and occupy the Licensed Premises.

1.10 The Licensee shall be allowed for use by it and its officers, agents,
     staff, employees, suppliers, customers and bona fide visitors Thirty

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     (30) car parking spaces for parking in front of the Licensed Premises and
     an additional thirty five (35) car parks located in the vicinity reserved
     exclusively for the Licensee and its officers, agents, staff, employees,
     suppliers, customers and bona fide visitors.


ARTICLE 2 - LICENCE FEE

     The Licensee shall pay to the Licensor during the term of this Agreement a
     monthly licence fee or compensation of Rs.5,92,020/- (Rupees Five Lakh
     Ninety Two Thousand and twenty only) (the "Licence Fee") less deduction on
     account of income-tax deductible at source under the provisions of
     Income-Tax Act, 1961 and Rules made thereunder, as applicable. Provided
     however that the License fee shall be payable with effect from 16th August
     2005.


ARTICLE 3 - LICENSEE'S OBLIGATIONS

3.1  The Licensee shall pay the Licence Fee in advance on or before the 7th day
     of each English calendar month.

3.2  The Licensee shall observe, perform, conform and comply with and carry out
     at its own cost in so far as the Licensed Premises are concerned, terms and
     conditions thereof and provisions, requirements of such acts, rules,
     regulations, notifications and notices which may, from time to time, be or
     made applicable or may be issued and certified in respect of the Licensed
     Premises by Union of India, State of Maharashtra, Municipal Corporation of
     Greater Mumbai and/or any local or public authority (except such of the
     provisions and requirements thereof as may involve structural alteration in
     the Licensed Premises or any part thereof) and shall, at all times
     indemnify and keep always indemnified the Licensor from and against all
     liabilities, costs, charges and expenses in respect of non-observance,
     non-performance and non-compliance thereof.

3.3  The Licensee will keep the interior of the Licensed Premises and every part
     thereof including doors, windows, shutters, pipes, including existing false
     ceiling, air conditioning ducting etc., and all additions and improvements
     therein and thereto in good and substantial repair and condition, (subject
     to reasonable wear and tear) save and except any such items as have been
     removed with prior approval of the Licensor.

3.4  In the event, the Licensee as a corporate entity, undertakes any
     restructuring resulting in formation of subsidiaries of the Licensee, the
     Licensee may be permitted to extend the use and occupation of the Licensed
     Premises to such of its subsidiaries so far as the such subsidiaries are in
     the same line of business as the Licensee and that

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     the permission by the Licensor to extend the use and occupation of the
     Licensed Premises is at the absolute discretion of the Licensor and with
     the Licensor's prior express written consent which consent shall not be
     unreasonably withheld. Provided however, the Licensee shall promptly notify
     the Licensor of the use of the Licensed Premises by such subsidiaries.

3.5  The Licensee shall use the Licensed Premises without in any manner
     disturbing and/or interfering with the activities and business of the
     Licensor or its associates or its subsidiary companies or any other persons
     authorised by the Licensor in that regard.

3.6  The Licensee shall take all steps reasonably deemed necessary for
     protecting the Licensed Premises

3.7  The Licensee shall take utmost care in using the Licensed Premises and
     shall use the Licensed Premises only for the business of the Licensee and
     in a lawful manner and for no other purpose.

3.8  The Licensee shall keep the Licensed Premises and every part thereof in
     clean and tidy condition. The Licensee shall not keep anything in or around
     the Licensed Premises, which shall always be kept un-littered and clean.

3.9  The Licensee or its representatives shall not in any manner prevent the
     Licensor or any other person authorised by the Licensor from using the
     common facilities and things used in common with the Licensor or any other
     person or occupiers authorised by the Licensor.

3.10 The Licensee shall not do any act, deed, thing and matter which would
     constitute a breach of any statutory requirements and which would adversely
     affect the Licensed Premises or any part thereof or the rights of the
     Licensor.

3.11 The Licensee shall at its own cost provide fire safety equipment on the
     Licensed Premises. In so far as the compliance with the provisions of the
     Maharashtra Fire Prevention and fire safety laws is concerned the Licensee
     shall at it own cost provide all the fire safety equipments and take all
     steps necessary to ensure compliance with the provisions of such laws as
     may be applicable in this regard.

3.12 The Licensee agrees, confirms and undertakes to bear/reimburse all costs,
     charges and expenses relating to stamping and registration of this
     Agreement and its duplicate in their entirety, and shall extend all
     cooperation to the Licensor in getting the said Agreement registered.
     However, each Party shall bear its own legal costs.

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ARTICLE 4 - LICENSOR'S REPRESENTATIONS/WARRANTIES

4.1  The Licensed Premises have been constructed in accordance with the
     sanctioned plans, rules and regulations as prescribed and in compliance
     with the approvals granted by the concerned authorities in this regard.

4.2  The Licensor shall duly obtain the occupation certificate certifying that
     the Licensed Premises is fit for office use and occupation.

4.3  The Licensor is the sole and absolute owner and has proper title to the
     Licensed Premises, and is not restricted in any manner whatsoever from
     granting the Licensed Premises on Leave and Licence basis to the Licensee
     in the manner contemplated in this Agreement. Further, the Licensor shall
     prior to the occupation of the Licensed Premises by the Licensee, obtain
     all necessary approvals or permissions as may be required to be obtained
     including from any government or regulatory authority, building association
     or society permitting it to grant the Licensed Premises on leave and
     licence basis to the Licensee.

4.4  The Licensee will not be liable for any charges or outgoings in respect of
     the Licensed Premises prior to the effective date of commencement of the
     Licensed Agreement.

4.5  The Licensor shall take all reasonable steps to assist the Licensee for
     facilitating the installation of telecommunications infrastructure
     including telephone lines, leased lines, Satellite Dish, VSAT's/RF Masts
     etc. by the Licensee or on its behalf.


ARTICLE 5 - LICENSEE RESPONSIBILITIES

5.1  The Licensee or any other person dealing for/through it shall be
     responsible for compliance of various statutory laws, as applicable and
     rules made thereunder, including but not limited to labour related
     legislations with regard to licensees business. The Licensee further
     covenants that it shall indemnify and keep the Licensor indemnified against
     any claims, demands, costs, charges, expenses, losses, whatsoever that may
     arise in connection with the Licensed Premises on account of any wilful
     contravention/breach by the Licensee, except by an act of God, natural
     calamities or perils or any person dealing for/through it of any
     regulations and laws for the time being in force.

5.2  The Licensee herein represents, confirms and states that its paid up
     capital is in excess of Rs.1,00,00,000/- (Rupees One Crore Only) and,
     therefore, the provisions of the newly introduced Maharashtra Rent Control
     Act, 1999, shall not apply to this Agreement. The Licensee hereby
     undertakes that as long as the Leave & Licence Agreement

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     with the Licensor is in force, it will not reduce its paid up capital or
     take any action which is likely to result in the reduction of its paid up
     capital. In the event the Licensee desires or determines to reduce its paid
     up capital below Rs 1,00,00,000 or such statutory limits as may be fixed by
     the Maharashtra Rent Control Act, 1999 the Licensee shall immediately
     inform the Licensor of such decision or desire to reduce the paid up equity
     capital. Upon such notification, the provisions of Clause 9.1 below shall
     apply. Moreover, the Licensee acknowledges the right and entitlement of the
     Licensor to terminate this Agreement under the aforesaid circumstances and
     therefore represents, confirms and states that in the event the Licensor
     seeks to terminate this Agreement, in such an eventuality, the Licensee
     shall hand over peaceful and vacant possession of the Licensed Premises to
     the Licensor within 30 days after being served a written notice by the
     Licensor and the Licensee shall not raise a claim for protection under the
     Maharashtra Rent Control Act, 1999, against the Licensor in respect of the
     Licensed Premises.

5.3  The Licensee shall be responsible for complying with all pertinent
     bye-laws, rules and regulations for the time being in force in respect of
     the changes made by the Licensee inside the Licensed premises the Licensee
     may deem fit for full enjoyment of the Licensed Premises.


ARTICLE 6 - THE LICENSEE NOT TO ASSIGN, TRANSFER, ETC.

     It is expressly agreed by and between the Parties that this Agreement shall
     be deemed to be personal to the Licensee and the Licensee shall not assign,
     transfer or sublicense this Agreement. Further, this Agreement constitutes
     a non-transferable licence to the Licensee.


ARTICLE 7 - LICENSOR NOT LIABLE TO LICENSEE, ITS DIRECTORS, SERVANTS, ETC., OR
TO ITS PROPERTY FOR INJURY/DAMAGES/LOSS

7.1  The Licensor shall not be liable to the Licensee, its Directors, officers,
     employees, servants, agents, invitees, visitors, customers or any other
     person using or at any time being upon the Licensed Premises or any
     personal injury, damage, loss or inconvenience howsoever or whatsoever
     caused to them or to any goods or chattels brought by any person upon the
     Licensed Premises it being the intention of and agreed to between the
     Parties that the Licensee and other persons using the Licensed Premises
     shall use the same solely at the risk of the Licensee, provided that, such
     injury, damage, loss or inconvenience is not caused by the negligence of
     the Licensor, its employees or agents.

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7.2  It is expressly agreed by the Licensee that the Licensor or its servants or
     agents shall not be liable for any loss, accident, damage that may be
     caused to Licensee or to its personnel or property whilst using the
     Licensed Premises as herein mentioned, either by accident or otherwise,
     either directly or indirectly or vicariously.


ARTICLE 8 - LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES

8.1  The Licensor shall provide the Licensee for its operation at its own cost:
     (a) Water: Requisite water connection from the municipal corporation. The
     charges for consumption of water will however be borne by the Licensee as
     per actual metered consumption at prevailing rates. The Licensee shall be
     obligated to pay the said charges within 07 days of the Licensor's making a
     written request to the Licensee on this behalf
     (b) Power: With a view to enable the Licensee to put up and operate lights,
     fans, split/windows/central air-conditioning and other electrical,
     mechanical and electronic equipment, computers, peripherals, fittings and
     apparatus, as the Licensee may require, the Licensor shall allow the
     Licensee to make necessary application for power to the concerned
     authorities and avail of the power supply. The Licensor shall provide the
     necessary no objection for such application of power supply by the Licensee
     to the authorities. Any alterations or additions to the electrical
     installations, which the Licensee carries out, shall be intimated to the
     Licensor and the Licensee shall obtain necessary statutory approvals for
     the same.
     The Licensee hereby agrees to bear all charges to be paid to the power
     supply company for making the power available to the Licensee in terms of
     these presents and for consumption of the electric power by the Licensee.

8.2  The Licensor shall continue to pay all municipal rates, taxes, cesses,
     charges (hereinafter referred to as "Taxes") as prevailing on the date of
     execution of this Agreement. Any future increase in the rates of taxes and
     outgoings aforesaid by the Municipal Corporation of Greater Mumbai
     subsequent to the first assessment as a Licensed Premises shall be shared
     equally by the Licensor and the Licensee. In other words the Licensee shall
     not be liable for any increase of taxes and outgoings if such increase is
     attributable only to a change in the nature of assessment due to the
     License created in favour of the License.

8.3  The Licensor or any other person dealing for/through it shall be
     responsible for compliance of various statutory laws, as applicable and
     rules made thereunder, including but not limited to labour related
     legislations. The Licensor further covenants that it shall

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     indemnify and keep the Licensee indemnified against any claims, demand,
     costs, charges, expenses, losses, whatsoever that may arise on account of
     any contravention/breach by the Licensor or any person dealing for/through
     it of any regulations and laws for the time being in force.

8.4  The Licensor agrees and undertakes that it shall not, during the
     subsistence of this Agreement and during the period the Licensee is in
     occupation of the Licensed Premises assign, transfer, charge and encumber
     or otherwise dispose of the Licensed Premises or any part thereof without
     securing the interest of the Licensee in the Licensed Premises, it being
     clearly understood that the right of the Licensor to transfer and charge
     the Licensed Premises is subject to the Leave and Licence Agreement and/or
     any other arrangements or agreements between the Parties.

8.5  If the whole or any portion of the Licensed Premises shall, at any time, be
     destroyed or damaged, so as to be rendered inaccessible or uninhabitable,
     in whole or in part, other than due to the fault of the Licensee or if as a
     result of any of the force majeure events as mentioned in Article 13 the
     Licensee is prevented from gaining free and unobstructed access to the
     Licensed Premises, then the license fee to be paid hereunder or appropriate
     portion thereof according to the nature and extent of the impediment to
     occupancy shall cease and be suspended proportionately until the Licensed
     Premises shall be rendered fit and accessible for use and occupation by the
     Licensee. However, if the Licensed Premises is not fit for use and
     occupation or continues to remain unfit for use and occupation by the
     Licensee or if the Licensee is prevented from gaining free and unobstructed
     access to the Licensed Premises for a period of 90 days, then the Licensee
     shall upon the expiry of the said 90 day period be entitled to terminate
     this Agreement by giving to the Licensor 07 days notice in writing.

8.6  The Licensor shall permit the Licensee the use and occupation of the
     Licensed Premises during the period of License herein created without any
     hindrance/eviction interruption and/or disturbance, claim or demand
     whatsoever by the Licensor or any person claiming by from under or in trust
     for the Licensor, save and except in the event of termination or prior
     determination under Article 9 below.

8.7  The Licensor shall keep the area surrounding the Licensed Premises and its
     approaches in clean and tidy condition.

8.8  The Licensor shall always be liable to make good the exterior and structure
     of the Licensed Premises including walls, drainage and roof by carrying out
     necessary repairs or renovations within its statutory common duty of care.

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ARTICLE 9 - TERMINATION, POST-TERMINATION OBLIGATIONS

9.1  Either Party ("non defaulting party") shall be entitled to terminate this
     Agreement in the event of the other party ("defaulting party") committing a
     material breach of the terms, conditions and covenants contained in this
     Agreement to be observed and performed by the defaulting party by giving 30
     days advance notice in writing and if the defaulting party rectifies the
     breach and informs the non defaulting party in writing about the same
     within the said period of 30 days then the notice will cease to be
     effective. However, if the defaulting party is unable to rectify the breach
     within the period of 30 days, then this Agreement shall, at the option of
     the non-defaulting party, stand terminated. Provided if this agreement is
     terminated by the Licensor being the non defaulting party then the Licensee
     shall be liable to pay the Licensor a sum equal to six months compensation.
     Further, in the event the Licensee informs the Licensor of its decision or
     desire to reduce its paid up capital below Rs.1,00,00,000/- or such
     statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999,
     as provided in Clause 5.2, the Licensor shall be entitled to (but not
     obligated to) terminate this Agreement by giving 30 days notice in writing
     to the Licensee, it being the express intention of the Parties that the
     Licensee shall under no circumstances seek protection under the Rent
     Control Act, and that the Licensee shall hand over vacant and peaceful
     possession of the Licensed Premises 30 days after the Licensor serves the
     Licensee with notice of termination as provided hereinbefore.

9.2  Notwithstanding anything contained in Clause 8.5, the Licensee shall have
     the option to terminate the licence by giving 180 days advance notice in
     writing to the Licensor without assigning any reason whatsoever, at any
     time during the license period, as stated in Article 1.1 above. It is
     clarified that the Licensor's right to terminate this Agreement on account
     of breach on the part of the Licensee of any terms and conditions and
     covenants contained herein to be observed and performed by the Licensee by
     giving 30 days notice in writing as stated in 9.1 above shall not be
     affected.

9.3  Notwithstanding anything contained in Articles 9.1 and 9.2 above, it is
     hereby agreed and declared that if the Licensee passes a resolution for
     voluntary winding up or if it is unable to pay its debts or compromises
     with its creditors or if a receiver of its property is appointed or if a
     petition filed under the Companies Act, 1956 for winding up of the Licensee
     is successful or if the Licensee voluntarily becomes the subject of
     proceedings under any bankruptcy or insolvency, or if the Licensee takes or
     suffers action for its reorganization, or it's liquidation or dissolution
     except when such event(s) is within the Entities of the Licensee, or the
     Licensee becomes or is declared a sick company under the Sick Industrial
     Companies Special Provisions Act, 1985, then and in any of such events this
     Agreement shall at the

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     absolute option of the Licensor stand terminated and thereupon the Licensee
     or the person or persons or authority in whom the estate of the Licensee
     may be vested shall hand over charge of Licensed Premises to the Licensor
     forthwith, failing which the Licensor shall be entitled to re-enter the
     Licensed Premises or any part of the Licensed Premises.

9.4  On the expiry or earlier termination of this Licence, the Licensee shall,
     within not more than 30 days of such expiry or termination, remove its
     employees and servants and all its and their belongings, chattels, articles
     and things, whether or not affixed to the Licensed Premises (hereinafter
     called the "said Goods") from the Licensed Premises, and vacate and hand
     over the Licensed Premises to the Licensor in the same good order and
     condition in which they were at the time when the Licensee entered into the
     Licensed Premises, subject to reasonable wear and tear attributable to
     normal use for the business of the Licensee and as provided in Article 1.5
     above.

9.5  Subject to 9.4 above and the other provisions of this Agreement it is
     expressly agreed between the Parties hereto that occupation of the Licensed
     Premises by the Licensee immediately after expiry or sooner determination/
     termination of this Agreement shall be an act of trespass and the Licensee
     shall pay to the Licensor a sum of Rs.1,35,000/- (Rupees One lakh thirty
     five thousand only) per day for occupying the premises in excess of the one
     month provided in 9.4 above. If this wrongful occupation continues beyond
     the first 60 days after such termination/early determination of this
     Agreement, the sum will double every month thereafter, till such occupation
     continues until such time the amount rises to Rs.5,40,000/-per day (Rupees
     Five lakh forty thousand only). This right will be without prejudice to
     other remedies available to the Licensor in law.


ARTICLE 10 - NO OTHER RIGHTS, TENANCY, ETC.

10.1 It is expressly agreed between the Parties that except what is stated
     herein the Licensee shall not have any right of whatsoever nature into and
     upon the Licensed Premises or the area surrounding thereto and it shall not
     at any time claim any rights of whatsoever nature into and upon the
     Licensed Premises or the area surrounding thereto.

10.2 Nothing herein contained shall be construed as creating any right,
     interest, easement, lease, tenancy, sub-tenancy, deemed tenancy or transfer
     of enjoyment in favour of the Licensee in or over or upon the Licensed
     Premises (or any part thereof) or transferring any interest therein in
     favour of the Licensee other than the licence granted to the Licensee in
     accordance with the terms herein contained and the rights of the Licensee
     under this Agreement and the Licensee agrees and

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     undertakes that no such contention shall be made by the Licensee at any
     time.

10.3 Without prejudice to its rights and remedies elsewhere provided in this
     Agreement if a statutory amendment is made or announced to the Maharashtra
     Rent Control Act, 1999 (the "Rent Act") or any other statute or law for
     the time being in force which, or if the Rent Act is repealed and another
     rent control statute is enacted in its place which amendment, repeal or
     re-enactment, in the exclusive opinion of the Licensor is likely to
     prejudice its rights under or by virtue of this Agreement or otherwise, the
     Licensor and the Licensee agree to amend/modify this Agreement so that each
     of the rights, of the Licensor and the Licensee, as contained in this
     Agreement is maintained/continued. It is an express intention of the
     Parties hereto that the Licensor shall be and shall always be deemed to be
     in exclusive possession and in full charge and control of the Licensed
     Premises at all times and that the Licensor shall as stated above at all
     times by giving reasonable notice to the Licensee shall have full, free and
     unobstructed entry into the Licensed Premises and only a mere right of user
     as per this Agreement is given to the Licensee.


ARTICLE 11 - SEVERABILITY

     In the event that any provision of this Agreement should be found to be
     invalid or illegal under the applicable law, such provision shall be deemed
     to be omitted to the extent of such invalidity or illegality, and the other
     provisions of this Agreement shall remain valid and in force, and shall
     continue to govern the relationship between the Parties.


ARTICLE 12 - NOTICES

     All notices or other communications required or permitted to be given under
     this Agreement shall be in writing and shall be either delivered personally
     or sent by mail, at the following addresses of the Parties:

           i)  To the Licensor at its Registered office mentioned herein, and
          ii)  To the Licensee at
                 a)   The Licensed Premises and
                 b)   Its registered office

     Notice shall be deemed to be given on the seventh business day after such
     notice is mailed, if sent by registered mail. Any notice shall commence on
     the day such notice is deemed to be given.
     A Party may change its address for purposes hereof by notice to the other
     Party.

                                    Page 12

<PAGE>
ARTICLE 13 - FORCE MAJEURE

     Neither Party shall be liable to the other Party for failure to perform its
     obligations hereunder due to the occurrence of any event beyond the control
     of such Party and affecting its performance including, without limitation,
     governmental regulations, orders, administrative requests, rulings or
     orders, acts of God, war, war-like hostilities, civil commotion, riots,
     epidemics, fire or any other similar cause or causes.


ARTICLE 14 - GOVERNING LAW

     It is declared and confirmed by the Parties hereto that what is recorded in
     this Agreement reflects the true intention of the Parties and neither
     Parties shall contend to the contrary. This Agreement shall be governed and
     construed in accordance with the laws of India.


ARTICLE 15 - HEADINGS

     The descriptive words or phrases at the head of the various articles and
     sections hereof are inserted only as a convenience and for reference. They
     are in no way intended to be a part of the Agreement or in no way define,
     limit or describe the scope or intent of the particular article or section
     to which they refer.


ARTICLE 16 - WAIVERS

     The failure with or without intent of any Party hereto to insist upon the
     performance by the other of any term or provision of this Agreement in
     strict conformity with the literal requirements hereof shall not be treated
     or deemed to constitute a modification of any term or provision hereof, nor
     shall such failure or election be deemed to constitute a waiver of the
     right of such Party at any time whatsoever thereafter to insist upon
     performance by the other strictly in accordance with any term or provision
     hereof; all terms, conditions and obligations under this Agreement shall
     remain in full force and effect at all times during the term of this
     Agreement except as otherwise changed or modified by mutual written
     agreement of the Parties hereto.


ARTICLE 17 - JURISDICTION

     The Parties expressly agree, that only the competent courts of jurisdiction
     at Mumbai shall have exclusive jurisdiction in all matters arising
     hereunder.

                                    Page 13

<PAGE>
ARTICLE 18 - ARBITRATION

     If any dispute arises between the Parties hereto during the subsistence or
     thereafter, in connection with the validity, interpretation, implementation
     or alleged material breach of any of the provisions of this Agreement or
     regarding any question including the question as to whether the termination
     of the Agreement by one Party hereto has been legitimate, the Parties
     hereto shall endeavour to settle such disputes amicably. In case of failure
     of the Parties to settle such disputes within thirty days, either Party
     shall be entitled to refer the disputes (if legally possible) to
     arbitration. The arbitration shall be conducted by a sole Arbitrator
     mutually appointed, or in case of disagreement as to the appointment of a
     sole Arbitrator, by three (3) Arbitrators of which each Party shall appoint
     one (1) Arbitrator and the third Arbitrator shall be appointed by the two
     appointed Arbitrators. The arbitration proceedings shall be governed by the
     Arbitration & Conciliation Act, 1996. The language of the arbitration
     proceedings shall be in English. The provisions of this Article 18 shall
     survive the termination of this Agreement for any reason whatsoever. The
     place of Arbitration is Mumbai.

                                    Page 14

<PAGE>
                            SCHEDULE OF THE PROPERTY


An area of 59,202 sq. ft. (56,720 sq. ft. on ground floor, and an area of 2,482
sq. ft. on the lower ground floor level) of the said Building (Industrial Shed)
No. 10 on Survey Nos. 57 (pt) of village Vikhroli, corresponding to CTS No.
7[pt] and 67(pt), Mumbai. The above property is bounded by:

Due North: Boundary wall of Godrej & Boyce Mfg. Co. Ltd.
Due South: Internal road of Godrej and Boyce Mfg. Co. Ltd.
Due East: Internal road of Godrej and Boyce Mfg. Co. Ltd.
Due West: Office Structure Plant No. 10

                                    Page 15

<PAGE>


IN WITNESS WHEREOF the Parties have executed these presents (in duplicate) on
the day and the year first herein above written.

Signed & Delivered by the within named      )
Licensor, GODREJ & BOYCE MANU-              )
FACTURING COMPANY LIMITED,                  )
through its duly Constituted Attorney,      )     /s/ Maneck H. Engineer
Mr. Maneck H. Engineer, in the              )
presence of :                               )


1. Anup P. Mathew


2. Subramniam V.


Signed & Delivered by the within named      )
Licensee, World Network Services Pvt. Ltd.  )
through its Authorised Representative,      )
Mr. Neeraj Bhargara                         )     /s/ Neeraj Bhargara
in the presence of :                        )

1. Rizwana Moinuddin


2. Jyotsna Mehre

                                    Page 16

</TEXT>
</DOCUMENT>
