Exhibit 10.23 [GRAPHIC] Authorized Party /s/ Authorized Party This Agreement made at Pune this 16th day of August 1998 between Pune Software Park Private Limited, an existing company within the meaning of the Companies Act, 1956, having its registered...

                                                                   Exhibit 10.23

[GRAPHIC]

Authorized Party                                /s/ Authorized Party

This Agreement made at Pune this 16th day of August 1998 between Pune Software
Park Private Limited, an existing company within the meaning of the Companies
Xxx, 0000, having its registered office at X-0, Xxxxxxxxxx Xxxx, XXXX, Xxxxxxx,
Pune 412 114 (herein after referred to as "the Owners") which expression shall
be deemed to include its successors and assigns of the ONE PART and Kanbay
Software (I) Private Limited an existing company within the meaning of the
Companies Xxx, 0000, having its registered office at X0, Xxxxxxxxxx Xxxx, XXXX,
Xxxxxxx, Pune 412 114 (hereinafter referred to as "the Users") which expression
shall be deemed to include its successor and assigns of the OTHER PART.

WHEREAS the Owners had in accordance with the permission by the Government of
India established a Technology Park for software export through dedicated
Satellite Earth Station out of its facilities at its 100% export oriented unit
established at X-0, Xxxxxxxxxx Xxxx, XXXX, Xxxxxxx, Xxxx 000000 and had,
accordingly, been operating an Earth Station leased by it from Videsh Xxxxxxx
Xxxxx Limited (VSNL) in terms of agreement dated 6th September 1989 with the
said VSNL at the aforesaid premises at MIDC, Talwade, Pune 412 114 with effect
from 1st April, 1994 and:

WHEREAS the said Earth Station together with the 64 KBPS Data Communication
Satellite Link installed by the owners was taken over by VSNL with effect from
16th November, 1996 and accordingly the said Earth Station is being operated,
maintained and controlled by VSNL from that date and;

WHEREAS as a consequence of the above, the users have a direct arrangement with
VSNL, for availing of International private leased line service via the Earth
Station at Talwade as a result of which IPCL rentals are paid directly by the
Users to VSNL with effect from that date and;


                                                         /s/ Authorized Party



WHEREAS the owners have now constructed an additional building known as Building
"B" comprising of separate modules and the users being desirous of using one
such module being Module "B-II" on the ground floor admeasuring 9,100 sq. ft.
have approached the owners and the Owners have agreed to allow the Users to use
the said Module B-II for the purpose of development and export of Software for a
period of six years w. e. f. 16th August, 1998 in consideration of payment of
charges as specified in Schedule I and the Owners and the Users have agreed on
the terms and conditions which are hereby reduced to writing.

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

1.   The Users have agreed with the Owners for the use of Module B-II, located
     in Building 'B' at X-0, Xxxxxxxxxx Xxxx, XXXX, Xxxxxxx, Pune 412 114 for a
     period of Six years commencing from 16th August, 1998 and expiring on 15th
     August 2004 for the purposes of and to facilitate the carrying on the
     business of the users. This may be renewed for such further periods and on
     such terms as may be mutually agreed upon.

2.   (a) The Users have deposited with the Owners a sum of Rs.9,66,000/-
     (Rupees Nine Lakh Sixty Six Thousand Only) and shall pay additional deposit
     of Rs.53,000/- (Rs. Fifty Three Thousand Only) totalling Rs. 10,19,000/-
     (Rs. Ten Lakh Nineteen Thousand Only) as a security for the due fulfilment
     of the terms and conditions of the Agreement and also to ensure good
     conduct, proper management and regular payment of dues. The said amount
     will remain with the Owners free of any interest till the expiration of the
     period of this Agreement or termination thereof on account of any breach of
     the terms and conditions thereof by the Users.

     (b) The Users have paid the Owners a sum of Rs. 19,32,000/- (Rs. Nineteen
     Lakh Thirty Two Thousand Only) as Advance charges, which shall be adjusted
     from the monthly charges in the first eighteen months as per Schedule I.

3.   The Users hereby further agree and undertake to regularly and punctually
     pay in the Owners every month an amount as determined as per Schedule I,
     commencing with effect from 16th August, 1998 for using the Module B-II
     (hereinafter referred to as the "the stipulated amount") owned by the
     Owners.

4.   The Users agree to pay all dues within 7 days of demand by the Owners. The
     time of payment of dues as aforesaid shall be deemed to be the essence of
     the contract.

5.   The Users shall obtain and maintain at their own expenses all licences or
     authorisations such as excise, octroi, sales tax and others, which are
     required to be obtained by the Users in respect of the said Facilities and
     all such licences will show the name of the Users only as Users. Any
     default of the terms and conditions mentioned in such licences or
     authorisations shall be to the account of the Users only and the Owners
     shall not be responsible thereto.

6.   The owners have agreed to provide various other utility services viz:
     c)   Exclusive use of a Diesel Generating Set
     d)   Power from MSEB source
     c)   Water
     d)   Security
     e)   Catering / Canteen facilities
     f)   Garden maintenance
     g)   Electrical maintenance

                                                         /s/ Authorized Party



     h)   Plumbing Maintenance
     i)   Car parking facilities
     j)   Telephones
     k)   Fax
     I)   Photocopying facilities
     m)   Playground

     For the utility provided as per clause (a) above, the Users shall pay a
     separate amount as per Schedule II. For all other utilities, the users
     shall pay at actuals on demand made by the owners in addition to the
     stipulated amount as mentioned in para 3 of this Agreement.

7.   The Users hereby agree and clearly understand that the ownership of the
     said module has and shall always remain with the Owners.

8.   The Users shall have no right to assign the benefit of this Agreement
     without the prior written consent of the Owners. Any consent granted by the
     Owners to any assignment of the Agreement shall not be deemed a waiver in
     any subsequent case of this Agreement contained against assignment and
     shall not absolve the Users in respect of any liability under this
     Agreement.

9.   The Owners shall be entitled to visit the said module at all times without
     any obstruction or objection from the Users or the employees of the users.

10.  This Agreement shall not mean or shall not be construed to mean that the
     Owners have parted with the module or any part or portion thereof nor that
     the Owners have created any right of tenancy or subtenancy or other right
     or interest in respect of the said module nor shall the Users claim any
     such right or take shelter under the provisions of say Rent Control Act or
     any other law for the time being in force.

11.  The Users undertake to carry on the said business at their entire risk and
     responsibility. The Users shall conduct the said business in accordance
     with the rules and regulations of the Government, local authority,
     Municipality, Police or any other authority for the time being in force
     applicable to the running of the said business as also in accordance with
     the terms and conditions of this Agreement. In the event of any default or
     breaches on the part of the Users of the provisions thereof they shall be
     solely responsible for any claim, demand, costs, charges, penalty and
     punishment in respect thereof. And the Users shall indemnify and keep the
     Owners in respect thereof provided however that the Owners alone shall be
     responsible for payment and discharge of all liabilities accrued and
     incurred by the Owners prior to here before and the Owners agree that they
     shall continue to remain liable for payment of such liabilities.

12.  The Users shall not pledge the credit of the Owners.

13.  The Users shall not at any time during the continuance of this Agreement do
     any act, deed or thing whereby the said module or any part thereof shall
     become encumbered or the rights of the Owners in respect thereof
     jeopardized nor shall the Users represent to any third party including the
     bankers of the Users or financial bodies or any other authorities concerned
     that the Users are the Owners of the said premises in which the Users have
     been permitted to carry on the said business nor shall the Users create any
     lien or charge whether in favour of any bank or private party or parties or
     persons in respect of any goods lying in the said module and belonging to
     the Owners nor shall the Users allow any attachment being levied either on
     the said module.

                                                         /s/ Authorized Party



14.  The Users undertake not to make any structural or other changes or
     additions or alterations to the module except with the previous permission
     in writing from the Owners, which shall not be unreasonably withheld by the
     Owners.

15.  The Users shall take good care of the module.

16.  The Users undertake to quietly and peacefully vacate the said module
     belonging to the Owners on completion of the initial period of the
     Agreement or upon its subsequent termination as the case may, without
     raising any objection of any nature whatsoever.

17.  In the event of the Agreement coming to an end by efflux of time provided
     the Users have not committed any breach of the terms of the Agreement and
     provided the Users have paid all amounts due to the Owners in accordance
     with the terms and conditions hereof, the Owners shall refund to the Users
     the said amount deposited under clause 2 (a) here in above without
     interest, on the Users handing over possession of the said module.

18.  Wherever in this Agreement the consent of the parties is required, such
     consents or approval shall not be unreasonably withheld.

19.  This agreement is for a fixed period of six years up to 15th August, 2004,
     and neither the owners nor the users shall be permitted to terminate this
     agreement at any time before the said date. In the event the users do
     decide to vacate the premises for any reason what so ever before the
     aforesaid date, the users shall be liable to make the payment to the owners
     of the periodic charges as per schedule I and II of this agreement for the
     period up to expiry of the said fixed period of six years. After expiry of
     the said period of six years, this agreement will continue to remain in
     force on the same or such other terms as may be agreed upon between the
     parties, subject to either party having the option to terminate the
     agreement after giving the other six months prior notice in writing in that
     behalf.

20.  The Owners will after a further period of 15 days from the date of vacating
     the premises refund to the Users the balance deposit without interest
     subject to deduction for amounts due and payable by the Users to the Owners
     or such person or persons in connection with this Agreement.

21.  The failure of either party to insist upon a strict performance of any of
     the terms and conditions of this Agreement or to exercise any option, right
     or remedy herein contained, shall not be construed as a waiver or as a
     relinquishment for the future of such term, provision, option, right or
     remedy but the same shall continue and remain in full force and effect. No
     waiver by either party of any term or provision hereof shall be deemed to
     have been made unless expressed in writing and signed by such party. In the
     event of consent by either party to an assignment of this Agreement, no
     further assignments shall be made without the express consent in writing of
     such party, unless such assignment may otherwise be made without consent
     pursuant to the terms of this Agreement.

22.  Save as herein provided if at any time any dispute or differences shall
     arise between the parties hereto and / or any persons or person claiming
     through or under them respectively whether in connection with any of the
     terms and provisions of this Agreement and /or as regards the respective
     rights and obligations of the parties hereto and all other matters arising
     out of or relating to or touching this Agreement such disputes and
     differences shall be referred to the arbitration of two Arbitrators one to
     be appointed by each of the parties and the provisions of The Arbitration
     and Conciliation Act, 1996, and any statutory modification or re-enactment
     thereof shall in that case apply to such arbitration


                                                         /s/ Authorized Party



     and the arbitrator or arbitrators or the Umpire that may be appointed under
     the provisions of the said Act shall have summary powers. Courts at Pune
     alone will have jurisdiction to entertain and try any disputes between the
     parties.

23.  Any notice required or permitted by this Agreement to be given by the
     Owners to the Users shall be in writing and shall be addressed to the Users
     at X0, Xxxxxxxxxx Xxxx, XXXX, Xxxxxxx, Pune 412 114 or at such other
     address as the Users may from time to time designate to the Owners in
     writing. Any notice required or permitted by this Agreement to be given by
     the Users to the Owners shall be in writing and shall be addressed to the
     Owners at X-0, Xxxxxxxxxx Xxxx, XXXX, Xxxxxxx, Pune 412 114 or at such
     other address as the Owners may from time to time designate to the Users in
     writing.

24.  All other appropriate supplemental Agreements or other instruments
     necessary or desirable in order to make this Agreement and each provision
     hereof fully and legally effective and binding, or to carry out the intent
     and purpose thereof, but not inconsistent with any of the provisions hereof
     shall be executed and delivered and all other acts necessary or appropriate
     for such purpose shall be duly or effectively executed, done or taken by
     the parties hereto.

25.  This Agreement together with other writing signed by the parties expressly
     stated to be supplemental hereto and together with any instruments to be
     executed and delivered pursuant to this Agreement constitutes the entire
     Agreement between the parties and supersedes all prior undertakings and
     writings and may be changed only by writing signed by the parties hereto.


IN WITNESS THEREOF the Owners and the Users have set and subscribed their hands
and seals the day and year first above written.

                                                For PUNE SOFTWARE PARK PVT. LTD.
SIGNED, SEALED AND DELIVERED by the          }
withinnamed Pune Software Park Pvt. Ltd.     }              /s/ Authorized Party
in the presence of Capt. Xxxx Xxxxx          }                          DIRECTOR
                  ----------------------
                      /s/ Capt. Xxxx Xxxxx


SIGNED SEALED AND DELIVERED by the           }  KANBAY SOFTWARE (I) PVT. LTD.
withinnamed Kanbay Software (I) Pvt. Ltd.    }
in the presence of UDDHAV PANDIT             }       /s/ Xxxxxxx X'xxxxx
                  ----------------------               XXXXXXX X'XXXXX.
                   /s/ Uddhav Xxxxxx                Xx. Managing Director.



                                   SCHEDULE I



                               MINIMUM CHARGE
                               PER ANNUM AND
     PERIOD                    PROPORTIONATELY FOR    ADJUSTMENT OF
     FROM             TO       PART THEREOF           ADVANCE CHARGES    NET PAYABLE
                                 RS.                  RS.                RS.
                                                             
     16.08.1998   15.08.1999    29,52,120/-           12,88,000/-        16,64,120/-
     16.08.1999   15.02.2000    14,76,384/-            6,44,000/-         8,32,384/-
     16.02.2000   15.08.2000    16,33,920/-                  --          16,33,920/-
     16.08.2000   15.08.2001    34,95,240/-                  --          34,95,240/-
     16.08.2001   15.08.2002    37,40,520/-                  --          37,40,520/-
     16.08.2002   15.08.2003    40,03,320/-                  --          40,03,320/-
     16.08.2003   15.08.2004    42,86,592/-                  --          42,86,592/-


                                   SCHEDULE II



                                          MINIMUM CHARGES
                                          PER ANNUM AND
                                          PROPORTIONATELY FOR
             PERIOD                       PART THEREOF
     FROM         TO                      RS.
                                    
     16.08.1998   15.08.1999              4,38,000/-
     16.08.1999   15.08.2000              4,65,552/-
     16.08.2000   15.08.2001              4,99,320/-
     16.08.2001   15.08.2002              5,34,360/-
     16.08.2002   15.08.2003              5,69,400/-
     16.08.2003   15.08.2004              6,14,880/-



For PUNE SOFTWARE PARK PVT. LTD.               KANBAY SOFTWARE (I) PVT. LTD.

                /s/ Authorized Party               /s/ Xxxxxxx X'xxxxx
                      DIRECTOR                       XXXXXXX X'XXXXX
                                                  Jt. Managing Director.