BY AND BETWEEN

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EXHIBIT 10.6

ORIGINAL

LEASE AGREEMENT

BY AND BETWEEN

NATIONSBANK OF NORTH CAROLINA, N.A., AS TRUSTEE
FOR THE PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO

AND

SYNTEL, INC., (AS TENANT)

TABLE OF CONTENTS

PAGE
1. DESCRIPTION OF PREMISES .................. 1
2. TERM ..................................... 1
3. RENTAL ................................... 2
4. DELIVERY OF POSSESSION ................... 7
5. ALTERATIONS AND IMPROVEMENTS BY TENANT ... 8
6. USE OF PREMISES .......................... 8
7. TAXES .................................... 9
8. FIRE AND EXTENDED COVERAGE INSURANCE ..... 9
9. UTILITIES AND SERVICES ................... 9
10. PROPERTY OF TENANT ....................... 11
11. TRADE FIXTURES AND EQUIPMENT ............. 11
12. DAMAGE OR DESTRUCTION OF PREMISES ........ 11
13. GOVERNMENTAL ORDERS ...................... 12
14. MUTUAL WAIVER OF SUBROGATION ............. 12
15. SIGNS AND ADVERTISING .................... 12
16. INDEMNIFICATION AND LIABILITY INSURANCE .. 13
17. LANDLORD'S RIGHT OF ENTRY ................ 14
18. EMINENT DOMAIN ........................... 14
19. EVENTS OF DEFAULT AND REMEDIES ........... 14
20. SUBORDINATION ............................ 15

21. ASSIGNING AND SUBLETTING ................. 16
22. TRANSFER OF LANDLORD'S INTEREST .......... 16
23. COVENANT OF QUIET ENJOYMENT .............. 17
24. ESTOPPEL CERTIFICATES .................... 17
25. PROTECTION AGAINST LIENS ................. 17
26. MEMORANDUM OF LEASE ...................... 17
27. FORCE MAJEURE ............................ 17
28. REMEDIES CUMULATIVE --NONWAIVER .......... 18
29. HOLDING OVER ............................. 18
30. NOTICES .................................. 18
31. LEASING COMMISSION ....................... 19
32. MISCELLANEOUS ............................ 19
33. SEVERABILITY ............................. 21
34. REVIEW OF DOCUMENTS ...................... 21
35. SPECIAL PROVISIONS ....................... 21

LEASE AGREEMENT

THIS LEASE AGREEMENT (the "Lease") made and entered into as of the 30th
day of November, 1994, by and between

NATIONSBANK OF NORTH CAROLINA, N.A.,
AS TRUSTEE FOR THE PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO,

hereinafter called "Landlord"; and

SYNTEL, INC.,
a Michigan corporation

hereinafter called "Tenant":

W I T N E S S E T H

In consideration of the mutual covenants and agreements contained herein,
the parties hereto agree for themselves, their successors and assigns, as
follows:

1. DESCRIPTION OF PREMISES.

Landlord hereby leases to Tenant, and Tenant hereby accepts and rents from
Landlord, that certain office space (the "Premises") containing approximately
50,241 rentable square feet (of which approximately 44,343 is usable square
feet) of space located on the second (2nd) floor in a building known as
Crossroads Office Building II, 000 Xxxxxxx Xxxx, Xxxxxxxxxx Xxxxxxxxx Xxxx,
Xxxx, Xxxxx Xxxxxxxx 00000 (the "Building") on a tract of land more
particularly described on Exhibit "A" attached hereto; together with the
nonexclusive right to use all parking areas, driveways, sidewalks and other
common facilities furnished by Landlord from time to time in and around the
Building. The Premises are shown shaded on the building plan attached hereto
as Exhibit "B". The usable square footage for the Premises has been computed
using the BOMA Method, and the rentable square footage has been computed by
multiplying said usable square footage by 1.133.

2. TERM.

(a) Initial Term. Unless another date is specified for occupancy on an
Exhibit attached hereto, or unless otherwise adjusted as provided pursuant to
Paragraph 4 hereinbelow, the initial term of this Lease (the "Initial Term")
shall commence on March 15, 1995 (the "Commencement Date") and shall end at
midnight on March 31, 1999 (the "Expiration Date"). As used herein, the term
"Lease Year" shall mean each consecutive twelve-month period of the Lease term,
beginning with the Commencement Date (as same may be adjusted as hereinbelow
provided) or any anniversary thereof. Notwithstanding anything herein to the
contrary during the period commencing on the date that Landlord delivers Phase
I (as defined in Exhibit "E" attached hereto and incorporated herein by this
reference) of the Premises to Tenant and ending on the Commencement Date (or
such earlier date that this Lease may be terminated,

as herein provided) (the "Pre-commencement Occupancy Period"), Tenant shall be
entitled to use and occupy Phase I (as defined in Exhibit "E") subject to and
under the terms and conditions of this Lease, excepting only that Tenant shall
not be responsible for the payment of any rentals with respect to such
Pre-commencement Occupancy Period.

(b) Option Period(s). Provided this Lease is still in full force and
effect and Tenant is not in default under any of the terms, provisions or
conditions of this Lease on its part to observe, comply with or fulfill, Tenant
shall have the option to renew the term of this Lease for one (1) period of
four (4) years next succeeding the Initial Term (the "Option Period"). Such
option to renew shall be exercised by written notice to Landlord not less than
nine (9) months prior to the end of the Initial Term. The Option Period, if
exercised by Tenant, shall be on the same terms and conditions as provided in
this Lease except that the annual Minimum Rental during such Option Period
shall be an amount equal to ninety-five percent (95%) of the fair market rental
for the Premises as mutually agreed upon by the parties. The term "fair market
rent" as used herein shall be defined as the annual rental rate regarding the
Premises, negotiated at arms length, that a willing, comparable, new non-equity
tenant would pay and receive and what a willing landlord of a Comparable
Building would accept and give as rent, and taking into consideration, without
limitation, both the size of the Premises and the applicable "Operating Expense
Base Amount" (as defined hereinbelow). In the event the parties cannot agree
upon such mutually acceptable fair market rental on or before the date that is
eight (8) months prior to the expiration of the Initial Term, each party shall
select an MAI appraiser having at least five (5) years of experience with
similar properties in the Raleigh/Cary, North Carolina area and such appraisers
shall select a third MAI appraiser similarly qualified to determine such fair
market rental. The average of the closest two determinations prepared by such
appraisers shall be deemed to be such fair market rental and shall be binding
upon Landlord and Tenant. Each party shall pay the cost of its own appraiser
and the cost of the third appraiser shall be shared equally by Landlord and
Tenant. Notwithstanding anything to the contrary, in no event shall the annual
Minimum Rental for the Premises during said Option Period exceed an amount
equal to Nineteen and No/100 Dollars per rentable square foot of the Premises
or be less than the annual Minimum Rental payable during the final Lease Year
of the Initial Term. Further, there shall be no option to renew except as set
forth in this paragraph. TIME IS OF THE ESSENCE with regard to the exercise of
the option to renew hereunder. As used in this Lease, the word "term" shall
mean not only the Initial Term but also the Option Period, if exercised.

3. RENTAL.

During the full term of this Lease, Tenant shall pay to Landlord, without
notice, demand, reduction (except as may be applicable pursuant to the
paragraph entitled "Damage or Destruction of Premises" or the paragraph
entitled "Eminent Domain" of this Lease), setoff or any defense, a total rental
(the "Annual Rental") consisting of the sum total of the following:

(a) Minimum Rental.

(i) Lease Year One through Lease Year Two. Commencing with the
Commencement Date and continuing through the end of Lease Year Two, Tenant
shall pay a minimum annual rental (the "Minimum Rental") of Seven Hundred
Seventy-eight Thousand Seven Hundred Thirty-five and 56/100 Dollars
($778,735.56) payable in equal monthly installments of Sixty-four Thousand
Eight Hundred

Ninety-four and 63/100 Dollars ($64,894.63) each in advance on or before the
first day of each month. If the Commencement Date is a date other than the
first day of a calendar month, the Minimum Rental shall be prorated daily from
such date to the first day of the next calendar month and paid on the
Commencement Date.

(ii) Lease Year Three through Lease Year Four. Commencing at the
beginning of Lease Year Three and continuing through the end of Lease Year
Four, Tenant shall pay an annual Minimum Rental of Eight Hundred Thirty-nine
Thousand Twenty-four and 76/100 Dollars ($839,024.76) payable in equal monthly
installments of Sixty-nine Thousand Nine Hundred Eighteen and 73/100 Dollars
($69,918.73) each in advance on or before the first day of each month.

(b) Operating Expenses.

(i) As used in this paragraph 3(b), the following terms shall have the
following meanings:

(A) Annual Payment. Tenant's proportionate share of the increase, if
any, in the Operating Expenses (as hereinbelow defined) paid or incurred
respecting the Building during any applicable calendar year over the
estimated Operating Expenses respecting the Building of Five and No/100
Dollars ($5.00) per rentable square foot (the "Operating Expense Base
Amount"), reduced by the amount, if any, paid by Tenant as the Monthly
Estimate during the applicable calendar year (such calculations to be
annualized respecting any partial calendar year). Landlord represents
that, to the best of Landlord's belief, the Operating Expenses regarding
the Building regarding calendar year 1995 [adjusted, as applicable, in
accordance with the provisions of subparagraphs 3(b)(i)(C) and 3(b)(i)(D)
below] will not exceed Five and No/100 Dollars ($5.00) per rentable square
foot. As used herein, Tenant's "proportionate share" shall be fifty-one
and 04/100ths percent (51.04%) of said increase. Landlord represents that
the Building contains 98,436 rentable square feet of space.

(B) Monthly Estimate. Tenant's proportionate share of the amount
determined by Landlord and payable by Tenant as the estimated increase in
Operating Expenses for the ensuing calendar year over the Operating
Expense Base Amount, which amount is payable in twelve (12) equal monthly
installments.

(C) Operating Expenses. All reasonable costs and expenses paid or
incurred by Landlord (or the applicable agent of Landlord ["Agent"]) each
calendar year in the management, operation, repair and maintenance of the
Premises, the Building and the land described on Exhibit "A" (hereinafter
collectively referred to as the "Project"), including without limitation:

(1) All wages, salaries and compensation (including fringe benefits) paid
or incurred for employees of Landlord or Agent performing any services
in connection with the Project;

(2) The costs of all materials, supplies, equipment and tools (whether
purchased or leased) utilized with respect to the Project;

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(3) The costs of all services rendered by third parties with respect to
the Project; and all costs paid or incurred by Landlord in providing
any of the services to be provided by Landlord pursuant to the terms
of the Lease;

(4) Utility costs and services paid or incurred with respect to the
Project, including, without limitation, costs for electricity, gas,
telephone, sewage, refuse or garbage collection and fire protection
for the Project;

(5) All insurance premiums and policy deductibles paid with respect to the
Project, including, without limitation, fire and extended coverage
insurance, rent loss and public liability insurance coverage;

(6) Management fees (not to exceed competitive market rates for similar
properties) and expenses for the Project;

(7) Taxes, as hereinafter defined;

(8) Accounting and legal costs relating to the Project, except as
hereinbelow excluded;

(9) Common area maintenance charges, if any, levied or assessed against or
payable with respect to the Project; and

(10) Costs of all capital improvements to the Project which are either
required under any governmental law or regulation which was not
applicable to the Project at the time a certificate of occupancy is
issued for the Building or which reduce Operating Expenses; provided
that the costs of any such capital improvements shall be amortized
over a reasonable period (as determined in accordance with generally
accepted accounting principles) with interest thereon at the lower of
10.5% or the prime rate of NationsBank of North Carolina, N.A., in
effect at the time such capital improvements were made.

Operating Expenses shall not include: (i) depreciation or amortization
(except as otherwise provided above), (ii) debt service or interest (paid
or accrued) or ground lease payments, (iii) leasing commissions or
brokerage fees, (iv) repairs to the Building and any demised premises where
the occurrence causing the damage or loss necessitating repair is
reimbursed by insurance carried by Landlord or which would have been
reimbursed by insurance as would normally be carried by a reasonably
prudent operator, (v) renovating space for new tenants or in renovating
space vacated by any tenant, (vi) Landlord's cost of utilities charged to
tenants and Landlord's payroll, material and contract cost of other
services charged to tenants, (vii) costs incurred by Landlord for Tenant's
alterations, (viii) any cost of painting and decorating the premises of
other tenants, (ix) the cost of capital improvements (except as described
above), (x) all expenses of leasing other premises within the Building
(including without limitation attorneys' fees, accounting fees and real
estate brokerage commissions), (xi) all general administrative and office
overhead or related expenses for offices of Landlord located inside or
outside of the Building, (xii) salaries and other compensation and benefits
of Landlord's employees not located full-time at the Project (provided that
a prorata portion of the salary, other compensation and benefits of

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Landlord's employees at or below the level of Building manager
providing services on site to the Project or within the Building shall be
included in the Operating Expenses, (xiii) advertising, promotions and
public relations attributable to Landlord's efforts to increase or maintain
the occupancy rate in the Building, (xiv) state, federal or local income
taxes, excess profits or franchise taxes, and other similar taxes imposed
on, measured by or determined from the gross income of Landlord, (xv)
expenses performed as a special service for another tenant that are not
standard to all tenants, (xvi) any costs, fines or penalties incurred
because Landlord violated any governmental rule or authority, (xvii) costs
incurred to test, survey, cleanup, contain, xxxxx, remove or otherwise
remedy hazardous wastes or asbestos-space containing materials from the
Building or Premises, unless present because of Tenant's negligence or
intentional acts on the Project, or (xviii) costs to repair any defects in
workmanship or materials related to the construction of the Building.
Furthermore, Operating Expenses shall be reduced by reimbursements,
credits, discounts, reductions or other allowances are receivable by
Landlord for items of costs included in Operating Expenses except for
reimbursements to the Landlord by tenants under the Operating
Expenses/Taxes provisions. Operating Expenses for any partial calendar
year of the Term shall be prorated by Landlord. If, in determining the
Operating Expenses in any calendar year, less than ninety-five percent
(95%) of the Building is fully occupied during such calendar year, then
Landlord will adjust, in a commercially reasonable manner, the applicable
items of Operating Expenses which are occupancy dependent for such calendar
year to reflect what the Operating Expenses would have been had the
Building been ninety-five percent (95%) occupied at all times during such
calendar year, and Tenant's "proportionate share" of the cost of such
Operating Expenses shall be based on such adjusted total cost.

(D) Taxes. All real estate taxes, drainage assessments (whether for
drainage, sewage or public improvements), taxes on rent or the occupancy or
use of the Project and similar governmental impositions, whether
general or special, levied, assessed, charged or imposed by federal, state,
county or local governmental authorities against the Project or any part
thereof or the rents therefrom (excluding, however, any income, franchise
or similar tax imposed directly on Landlord or the income derived by
Landlord from the Project unless the same are levied or assessed in lieu of
any of the foregoing), together with all costs reasonably incurred by
Landlord in contesting the same. In the event of any special assessment or
similar charge affecting the Project, Tenant shall only be responsible for
paying its proportionate share of those portions of such charge(s) which
are due and payable during the term of this Lease and under the assumption
that any such charge has been paid over the longest period allowed by law
(and regardless of whether Landlord shall have elected to pay such charge
in a lump sum or other accelerated basis). If, in determining the Taxes in
any calendar year, the Building is not assessed as a fully completed
structure, then Landlord will reasonably adjust the Taxes for such calendar
year to reflect what the Taxes would have been had the Building been
assessed as a fully completed structure and Tenant's "proportionate share"
shall be based on such adjusted amount.

(ii) In addition to the payment of Minimum Rental, Tenant shall also pay
throughout the term of this Lease, including any applicable extensions
and renewals, the Monthly Estimate and the Annual Payment, which amounts shall
be payable as follows:

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(A) During the final month of each calendar year, or as soon as
possible thereafter, Landlord shall provide Tenant with written notice
of Landlord's estimate of Operating Expenses for the ensuing calendar year
and the amount to be paid by Tenant as the Monthly Estimate. In the event
such estimate indicates that Operating Expenses for the ensuing calendar
year shall exceed the Operating Expense Base Amount, then Tenant shall pay
to Landlord the Monthly Estimate in advance on the first day of each month
during the ensuing calendar year; provided, however, that if such estimate
is not given on or prior to the commencement of the ensuing calendar year,
then (1) Tenant shall continue paying the Monthly Estimate paid during the
prior calendar year until such time as Landlord provides Tenant with such
notice for the then current calendar year and (2) at such time as Tenant is
given the Monthly Estimate for the then current calendar year, Tenant shall
pay any unpaid portion of the new Monthly Estimate payments which has
accrued from the commencement of the then current calendar year through the
date such notice is given;

(B) Within sixty (60) days after the end of each calendar year, or
as soon as possible thereafter, but not later than one hundred twenty
(120) days thereafter, Landlord shall deliver to Tenant a reasonably
detailed statement setting forth (1) the amount of Operating Expenses paid
or incurred in the immediately preceding calendar year in excess of the
Operating Expense Base Amount, (2) the amount paid by Tenant as the Monthly
Estimate during the immediately preceding calendar year and (3) the amount,
if any, owing by Tenant as the Annual Payment. Upon the request of Tenant,
Landlord will promptly provide any supplemental information reasonably
required by Tenant related to any such statement. If the statement
indicates that an Annual Payment is due from Tenant, then Tenant shall pay
such amount in full within thirty (30) days after such statement is given
to Tenant and any applicable Monthly Estimate then being paid by Tenant
shall be increased by an amount equal to one-twelfth (1/12) of the amount
of the Annual Payment then due, which amount shall be payable as provided
in paragraph 3(b)(ii)(A) above. If the statement indicates that the amount
paid by Tenant during the preceding calendar year as the Monthly Estimate
is in excess of Tenant's share of increases in Operating Expenses for the
then applicable calendar year, then the excess shall be applied as a credit
to the Monthly Estimate due from Tenant for the then current calendar year,
and if after the expiration of the Term, reimbursed to Tenant within thirty
(30) days.

Notwithstanding anything provided herein to the contrary, in no event
shall the amount of Annual Rental payable by Tenant in any calendar year,
annualized for any partial calendar year, be less than the Minimum Rental.

(iii) Tenant may review Landlord's books pertaining to the determination
of the Monthly Estimate and the Annual Payment during regular business
hours in Landlord's or Agent's office on or before one (1) year after Landlord
delivers its statement of amounts due from Tenant; provided, however, that all
reasonable expenses incurred by Landlord or Agent in connection with such
review shall be paid by Tenant and such review by Tenant shall not postpone or
alter the liability and obligation of Tenant to pay the Monthly Estimate or
Annual Payment.

(iv) Continuing Obligation. If for any reason the Expiration Date of this
Lease shall be on a day other than the final day of a calendar year,
then the Monthly Estimate shall continue to be paid by

Tenant through the Expiration Date and upon determination of the actual
Operating Expenses for the calendar year in which the Expiration Date occurs,
Tenant shall pay to Landlord the Annual Payment or Landlord shall refund any
excess amounts paid to Tenant as the Monthly Estimate, as the case may be.

(v) No Annual Payment for 1995. Notwithstanding anything herein to
the contrary, Landlord agrees that Tenant shall not be responsible for the
payment of any Annual Payment or Monthly Estimate payments regarding
calendar year 1995. Tenant shall be responsible for any applicable Annual
Payment and Monthly Estimate payments for all calendar years subsequent to
calendar year 1995.

If any installment of Minimum Rental, Monthly Estimate or Annual
Payment (if any) or any other sum due and payable pursuant to this Lease
remains due and unpaid ten (10) days after said amount becomes due, Tenant
shall pay as additional rent hereunder a late payment charge equal to the
greater of (i) Fifty and No/100 Dollars ($50.00) or (ii) a sum equal to five
percent (5%) of the unpaid rent or other payment, but not in excess of Two
Hundred Fifty and No/100 Dollars ($250.00). All unpaid rent and other sums of
whatever nature owed by Tenant to Landlord under this Lease shall bear
interest from the tenth (10th) day after the due date thereof until paid, at
the lesser of twelve percent (12%) per annum or the maximum interest rate per
annum allowed by law. Acceptance by Landlord of any payment from Tenant
hereunder in an amount less than that which is currently due shall in no way
affect Landlord's rights under this Lease and shall in no way constitute an
accord and satisfaction.

(d) Documentary Tax.

In the event that any documentary stamp tax, sales tax or any other tax
or similar charge (exclusive of any income tax payable by Landlord as a result
hereof) levied on the rental, leasing or letting of the Premises, whether
local, state or federal, is required to be paid due to the execution hereof or
otherwise with respect to this Lease or the payments due hereunder, to the
extent that same is payable by real property owners as a class the cost thereof
(based upon the Project being the sole property of Landlord) shall be borne by
Tenant and shall be paid promptly and prior to same becoming past due. Tenant
shall provide Landlord with copies of all paid receipts respecting such tax or
charge promptly after payment of same.

4. DELIVERY OF POSSESSION.

Landlord will deliver both Phase I and Phase II (as such phases are
defined in Exhibit "E") of the Premises to Tenant on or before the Commencement
Date, with Landlord's work substantially completed in accordance with the Plans
(as defined in Exhibit "E") to be prepared by Landlord, all as more
particularly set forth in Exhibit "E" attached hereto. Without limiting the
generality of anything herein (or in Exhibit "E"), the Plans will comply with
all applicable laws and ordinances respecting the construction of the Premises
and the "Upfit Work" (as such term is defined in Exhibit "E") will be performed
in a good and workmanlike manner. Landlord and Tenant agree to cooperate in
good faith in the preparation and approval of said Plans, consistent with the
schedule set forth in Exhibit "E" attached hereto. When the Plans have been
completed and approved, a copy of same (or a list of the applicable drawings)
shall be attached to this Lease as Exhibit "C". Such substantial completion of
the

Premises in accordance with the Plans shall be evidenced by the
certification of Landlord's architect or other designated engineering
representative. If Landlord for any reason whatsoever cannot deliver posses-
sion of the Premises to Tenant on the Commencement Date as above specified,
this Lease shall not be void or voidable nor shall Landlord be liable to Tenant
for any loss or damage resulting therefrom; but in that event, the Commencement
Date shall be adjusted to be the date when Landlord does in fact deliver
possession of the Premises to Tenant. However, in the event the Premises are
not delivered to Tenant on or prior to July 14, 1995, then, as Tenant's sole
and exclusive remedy, Tenant may terminate this Lease by written notice given
to Landlord on or before such date, in which event Tenant shall surrender
possession of any applicable portion(s) of the Premises occupied by Tenant in
the condition set forth in Paragraph 6(c) below. In such event, and if this
Lease is not terminated pursuant to the foregoing sentence, then the
Commencement Date shall be adjusted to the date Landlord delivers the Premises
to Tenant as hereinabove provided.

5. ALTERATIONS AND IMPROVEMENTS BY TENANT.

Tenant shall make no structural changes respecting the Premises or the
Building and shall make no changes of any kind respecting the Premises or the
Building that are visible from the exterior of the Premises. Any other
nonstructural changes or other alterations, additions, or improvements to the
Premises shall be made by or on behalf of Tenant only with the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed. All alterations, additions or improvements including without
limitation all partitions, walls, railings, carpeting, floor and wall coverings
and other fixtures (excluding, however, Tenant's trade fixtures as described in
the paragraph entitled "Trade Fixtures and Equipment" below) made by, for, or
at the direction of Tenant shall, when made, become the property of Landlord,
at Landlord's sole election, and shall, at Landlord's sole election, remain
upon the Premises at the expiration or earlier termination of this Lease.

6. USE OF PREMISES.

(a) Tenant shall use the Premises only for general office space
purposes only (including general ancillary purposes related thereto) and for no
other purposes. Tenant shall comply with all laws, ordinances, orders,
regulations or zoning classifications of any lawful governmental authority,
agency or other public or private regulatory authority (including insurance
underwriters or rating bureaus) having jurisdiction over the Premises. Tenant
shall not do any act or follow any practice relating to the Premises which
shall constitute a nuisance or detract in any way from the reputation of the
Building as a first-class real estate development. Tenant's duties in this
regard shall include allowing no noxious or offensive odors, fumes, gases,
smoke, dust, steam or vapors, or any loud or disturbing noise or vibrations to
originate in or emit from the Premises.

(b) Without limiting the generality of (a) above, the Premises
shall not be used for the treatment, storage, transportation to or from, use or
disposal of toxic or hazardous wastes, materials or substances, or any other
substance that is prohibited, limited or regulated by any governmental or
quasi-governmental authority or that, even if not so regulated, could or does
pose a hazard to health and safety of the occupants of the Building or
surrounding property. Landlord agrees that it shall not knowingly use or
permit the use of the Building or any portion thereof in violation of any
applicable law, ordinance or regulation of any governmental authority having
jurisdiction over the Building.

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(c) Tenant shall exercise due care in its use and occupancy of the
Premises and shall not commit or allow waste to be committed on any portion of
the Premises; and at the expiration or earlier termination of this Lease,
Tenant shall deliver the Premises to Landlord in as good condition as on the
date of the completion of the tenant improvements in the Premises, ordinary
wear and tear, acts of God, damage by casualty, and repairs required to be made
by Landlord hereunder alone excepted.

(d) Tenant shall save Landlord harmless from any claims, liabilities,
penalties, fines, costs, expenses or damages resulting from the failure of
Tenant to comply with the provisions of this numbered paragraph 6. This
indemnification shall survive the termination or expiration of this Lease.

7. TAXES.

(a) Except as may otherwise be required by law, Tenant shall pay
any taxes, documentary stamps or assessments of any nature imposed or assessed
upon this Lease, Tenant's occupancy of the Premises or Tenant's trade fixtures,
equipment, machinery, inventory, merchandise or other personal property located
on the Premises and owned by or in the custody of Tenant as promptly as all
such taxes or assessments may become due and payable without any delinquency.

(b) Landlord shall pay Taxes which are now or hereafter assessed upon the
Project, except as otherwise expressly provided in this Lease.

8. FIRE AND EXTENDED COVERAGE INSURANCE.

Landlord shall maintain and pay for fire insurance, with extended
coverage, covering the Building equal to at least eighty percent (80%) of the
replacement cost thereof. Tenant shall not do or cause to be done or permit on
the Premises or in the Building anything deemed extrahazardous on account of
fire and Tenant shall not use the Premises or the Building in any manner which
will cause an increase in the premium rate for any insurance in effect on the
Building or a part thereof. If, because of anything done, caused to be done,
permitted or omitted by Tenant or its agent(s), contractor(s), employee(s),
invitee(s), licensee(s), servant(s), subcontractor(s) or subtenant(s) the
premium rate for any kind of insurance in effect on the Building or any part
thereof shall be raised, Tenant shall pay Landlord on demand the amount of any
such increase in premium which Landlord shall pay for such insurance and if
Landlord shall demand that Tenant remedy the condition which caused any such
increase in an insurance premium rate, Tenant shall remedy such
condition within five (5) days after receipt of such demand. Tenant shall
maintain and pay for all fire and extended coverage insurance on its
contents in the Premises, including trade fixtures, equipment, machinery,
merchandise or other personal property belonging to or in the custody of
Tenant. Landlord represents that Tenant's contemplated use of the Premises
will not cause any increase in insurance premiums.

9. UTILITIES AND SERVICES.

In accordance with all applicable laws, regulations and ordinances,
Landlord, at its expense, subject to Operating Expenses reimbursement by Tenant
for such services (the utilities and services in this Paragraph 9 described to
be provided by Landlord hereinafter being referred to as the "Services"), shall
provide the Premises with reasonably comfortable heating and air conditioning
(between 68 degrees F and

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78 degrees F, inclusive, from October 1 to April 30, and between 74
degrees F and 78 degrees F, inclusive, from May 1 to September 30, unless
mandated otherwise by law) Monday through Friday from 7:00 a.m. to 6:00 p.m.
and Saturdays from 8:00 a.m. to 1:00 p.m. [exclusive of holidays observed in
Raleigh, North Carolina, by other landlords of similar type properties
("Holidays")]. So long as the Premises are kept in reasonable order by Tenant,
Landlord shall provide the Premises with reasonable janitorial and general
cleaning services as shown on Exhibit "H" from Monday through Friday provided
further, however, that Landlord shall not be obligated to provide such services
on Holidays. Landlord shall, at its expense, subject to Operating Expenses
reimbursement by Tenant for the Services, furnish the Premises with electricity
for routine lighting and the operation of general office machines such as
typewriters, dictating equipment, desk model adding machines, personal
computers, copying machines, and the like which use 110 volt electrical power
and 20 AMP circuits and 220 volt circuits for specific equipment requirements,
all in accordance with the Plans referred to in Exhibit "E". Tenant shall not
use any electrical equipment which in Landlord's reasonable opinion will
overload the Building's electrical circuits or interfere with the reasonable
use thereof by other tenants except as contemplated in the Plans. Tenant shall
not, without Landlord's prior written consent in each instance (which consent
shall not be unreasonably withheld), connect any additional items (such as
electrical heaters or mainframe computer systems) to the Building's electrical
distribution system or make any alteration or addition to such system. In the
event that Landlord shall consent to such alterations or additions, all labor,
material and equipment required therefor shall be provided by Landlord and the
reasonable cost thereof shall be paid by Tenant upon demand by Landlord. If
heat generating machines or equipment shall be used in the Premises by Tenant
which affect the temperature otherwise maintained by the heating and air
conditioning system, Landlord shall have the right to install supplemental air
conditioning units in the Premises and the cost thereof, including the cost of
installation and the cost of operation and maintenance thereof, shall be paid
by Tenant to Landlord upon demand by Landlord. If Tenant shall install any
equipment that (i) uses electrical power requiring other than 110 volt
service, or (II) in any way increases demands for electrical power, water or
gas usually furnished for use in Premises of like size in the Building, Tenant
shall pay Landlord upon demand the cost of any such excess. Landlord shall
furnish elevator service to all floors of the Building at all times. At
Landlord's option, all elevators may be self-service. Landlord shall furnish a
reasonable amount of hot and cold running water to lavatories and toilets in or
appurtenant to the Premises and shall keep all plumbing in working order.
Landlord shall maintain and keep up all elevators, rest rooms and corridors of
the Building. Landlord shall have the right to terminate the furnishing of any
or all of the utilities and Services hereinbefore provided for at and for any
and all such reasonable time or times as Landlord shall deem necessary for
repairs, alterations or improvements. In the event the Premises becomes unfit
for the conduct of Tenant's business operation as a result of Landlord's
failure to provide any of such Services for three (3) consecutive business
days, then the rental hereunder shall xxxxx proportionately for the portion
deemed unfit from and after such third business day. Also, if the Premises
becomes unfit because of Landlord's failure to provide any of such Services
more than once in any twelve (12) consecutive month period, with respect to
each of such instances occurring after the first such failure during any such
twelve (12) consecutive month period which continued beyond such three (3) day
grace period, then the rental hereunder shall xxxxx proportionately to the
portion deemed unfit immediately [i.e., without such three (3) day grace
period] with respect to such subsequent occurrences. Landlord shall have no
liability or responsibility to Tenant for loss or damage in the event the
furnishing of any of the utilities and Services hereinbefore provided for is
prohibited or stopped for repairs, alterations or improvements or by reason of
causes beyond Landlord's reasonable control including,

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without limitation, accidents, strikes, lockouts, or orders or regulations of
any federal, state or municipal authority.

10. PROPERTY OF TENANT.

All property placed on the Premises by, at the direction of or with the
consent of the Tenant, its employees, agents, licensees or invitees, shall be
at the risk of the Tenant or the owner thereof and Landlord shall not be liable
for any loss of or damage to said property resulting from any cause
whatsoever.

11. TRADE FIXTURES AND EQUIPMENT.

So long as Tenant is not in default under this Lease, any trade
fixtures installed in the Premises at Tenant's expense shall remain Tenant's
personal property and Tenant shall have the right at any time during the term
of this Lease to remove such trade fixtures. Upon removal of any trade
fixtures, Tenant shall immediately restore the Premises to substantially the
same condition as they were when received by Tenant, ordinary wear and tear and
acts of God alone excepted. Any trade fixtures not removed by Tenant at the
expiration or an earlier termination of the Lease shall become, at Landlord's
sole election, either (i) the property of Landlord, in which event Landlord
shall be entitled to handle and dispose of same in any manner Landlord deems
fit without any liability or obligation to Tenant or any other third party with
respect thereto, or (ii) subject to Landlord's removing such property from the
Premises and storing same, all at Tenant's expense and without any recourse
against Landlord with respect, thereto. Without limiting the generality of the
foregoing, the following property shall in no event be deemed to be "trade
fixtures" and Tenant shall not remove any such property from the Premises under
any circumstances, regardless of whether installed by Landlord or Tenant: (a)
any air conditioning, air ventilating or heating fixtures or equipment; (b) any
lighting fixtures or equipment; (c) any dock levelers; (d) any carpeting or
other permanent floor coverings; (e) any paneling or other wall coverings; (f)
plumbing fixtures and equipment; or (g) permanent shelving.

12. DAMAGE OR DESTRUCTION OF PREMISES.

If the Premises are damaged by fire or other casualty, but are not
rendered untenantable for Tenant's business, either in whole or in part,
Landlord shall cause such damage to be repaired without unreasonable delay and
the Annual Rental shall not be abated. If by reason of such casualty the
Premises are rendered untenantable in Tenant's business, either in whole or in
part, Landlord shall cause the damage to be repaired or replaced without
unreasonable delay, and, in the interim, the Annual Rental shall be
proportionately reduced as to such portion of the Premises as is rendered
untenantable. Any such abatement of rent shall not, however, create an
extension of the term of this Lease. Provided, however, if by reason of such
casualty, the Premises are rendered untenantable in some material portion, and
the amount of time required to repair the damage using due diligence is in
excess of one hundred twenty (120) days, then either party shall have the right
to terminate this Lease by giving written notice of termination within sixty
(60) days after the date of casualty, and the Annual Rental shall xxxxx as of
the date of such casualty in proportion to the part of the Premises rendered
untenantable. Notwithstanding the other provisions of this paragraph, in the
event there should be a casualty loss to the Premises to the extent of fifty
percent (50%) or more of their replacement value or if the Premises are
rendered untenant-

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able for the conduct of Tenant's business operations during the last
Lease Year of the initial term or any extended term, either party may, at its
option, terminate this Lease by giving written notice within sixty (60) days
after the date of the casualty and rent shall xxxxx as of the date of such
notice. Except as provided herein, Landlord shall have no obligation to
rebuild or repair in case of fire or other casualty, and no termination under
this paragraph shall affect any rights of Landlord or Tenant hereunder because
of prior defaults of the other party. Tenant shall give Landlord immediate
notice of any fire or other casualty in the Premises.

13. GOVERNMENTAL ORDERS.

Except as hereinbelow set forth regarding compliance of the physical
structure of the Premises with the applicable requirements of the
Americans with Disabilities Act and the implementing regulations (the "ADA") as
of the Commencement Date, Tenant agrees, at its own expense, to comply promptly
with all requirements of any legally constituted public authority that may be
in effect from time to time made necessary by reason of Tenant's use or
occupancy of the Premises. Landlord agrees to comply promptly with any such
requirements if not made necessary by reason of Tenant's use or occupancy.
With regard to the physical structure of the Premises, Landlord agrees to use
good faith and due diligence to undertake those actions that are "readily
achievable" (as such term is defined in the ADA) in order to attempt to bring
the physical structure of the Premises in compliance with the applicable
requirements of the ADA in effect as of the Commencement Date. If it is
determined that for any reason Landlord shall have failed to cause the physical
structure of the Premises to be brought into compliance with the ADA as of the
Commencement Date (to at least the minimum extent required under applicable
regulations then in effect), then Landlord, as its sole obligation, will take
the action(s) necessary to cause the physical structure of the Premises to so
comply, and Tenant acknowledges and agrees that Landlord has and shall have no
other obligation or liability whatsoever to Tenant, or to anyone claiming by or
through Tenant, regarding JD any failure of the Premises or the activities
therein to comply with the applicable requirements of the ADA.

14. MUTUAL WAIVER OF SUBROGATION.

For the purpose of waiver of subrogation, the parties mutually release
and waive unto the other all rights to claim damages, costs or expenses for any
injury to persons (including death) or property caused by a casualty of any
type whatsoever in, on or about the Premises if the amount of such damage, cost
or expense has been paid to such damaged party under the terms of any policy of
insurance. All insurance policies carried with respect to this Lease, if
permitted under applicable law, shall contain a provision whereby the insurer
waives, prior to loss, all rights of subrogation against either Landlord or
Tenant.

15. SIGNS AND ADVERTISING.

(a) Landlord will install one tenant identification sign for Tenant
in accordance with Building standards, such sign to be located at or near the
Tenant's front entrance to the Premises. Landlord will further install, at
Landlord's expense, a monument sign for the Building, such monument sign to
contain tenant identification panels, one of which shall identity Tenant.
Tenant's name shall be displayed in the uppermost prominent position on such
monument sign. In the event Landlord, in its sole and absolute

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discretion, ever elects to allow signage on the side(s) of the
Building, Landlord will allow Tenant the first opportunity to place its name on
the Building.

(b) In order to provide architectural control for the Building,
Tenant shall install no other exterior signs, marquees, billboards, outside
lighting fixtures and/or other decorations on the Premises. Landlord shall have
the right to remove any such sign or other decoration and restore fully the
Premises at the cost and expense of Tenant if any such exterior work is done
without Landlord's prior written approval, which approval Landlord shall be
entitled to withhold or deny in its sole discretion. Tenant shall not permit,
allow or cause to be used in, on or about the Premises any sound production
devices, mechanical or moving display devices, bright lights, or other
advertising media, the effect of which would be visible or audible from the
exterior of the Premises.

16. INDEMNIFICATION AND LIABILITY INSURANCE.

(a) Tenant shall indemnify and save Landlord harmless against any
and all claims, suits, demands, actions, fines, damages, and liabilities, and
all costs and expenses thereof (including without limitation reasonable
attorneys' fees) arising out of injury to persons (including death) or property
occurring in, on or about, or arising out of the Premises or other areas in the
Building if caused or occasioned wholly or in part by any act(s) or omission(s)
of Tenant, its agent(s), contractor(s), employee(s), invitee(s), licensee(s),
servant(s), subcontractor(s) or subtenant(s), except if caused by any act or
omission on the part of Landlord. The non-prevailing party shall also pay all
costs, expenses and reasonable attorneys' fees that may be incurred by the
prevailing party in enforcing the agreements of this Lease, whether incurred as
a result of litigation or otherwise. Tenant shall give Landlord immediate
notice of any such happening causing injury to persons or property.

(b) Landlord shall indemnify and save Tenant harmless against any
and all claims, suits, demands, actions, fines, damages, and liabilities, and
all costs and expenses thereof (including without limitation reasonable
attorneys' fees) arising out of injury to persons (including death) or property
occurring in, on or about, or arising out of the Premises or other areas in the
Building if caused or occasioned by any act(s) or omission(s) of Landlord, its
agent(s) or employee(s), except if caused by any act(s) or omission(s) on the
part of Tenant, its agent(s), contractor(s), employee(s), invitee(s),
licensee(s), servant(s), subcontractor(s) or subtenant(s). Provided, however,
Landlord shall not be liable for any damage caused or occasioned by or from
water, snow or ice being upon or coming through the roof, trapdoor, walls,
windows, doors, or otherwise in, upon or about the Premises or the Building, or
from any damage arising from acts or omissions of co-tenants or other occupants
of the Building.

(c) At all times during the term of this Lease, Tenant shall at
its own expense keep in force adequate public liability insurance under the
terms of a commercial general liability policy (occurrence coverage) in the
amount of not less than $1,000,000.00 coverage and with such company(ies)
licensed to do business in the state in which the Premises is located and
naming Landlord as an additional insured. Such insurance shall include, without
limitation, personal injury and contractual liability coverage for the
performance by Tenant of the indemnity agreements set forth in this Lease.
Tenant shall first furnish to Landlord copies of policies or certificates of
insurance evidencing the required coverage prior to the Commencement Date and
thereafter prior to each policy renewal date. All policies required of Tenant

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hereunder shall contain a provision whereby the insurer is not allowed
to cancel or change materially the coverage without first giving thirty (30)
days' written notice to Landlord.

17. LANDLORD'S RIGHT OF ENTRY.

Landlord, and those persons authorized by it, shall have the right to
enter the Premises at all reasonable times and upon reasonable notice for the
purposes of making repairs, making connections, installing utilities, providing
services to the Premises or for any other tenant, making inspections or showing
the same to prospective purchasers and/or lenders, as well as at any time in
the event of emergency involving possible injury to property or persons in or
around the Premises or the Building. Further, during the last six (6) months of
the initial or of any extended term, Landlord and those persons authorized by
it shall have the right at reasonable times and upon reasonable notice to show
the Premises to prospective tenants.

18. EMINENT DOMAIN.

If any substantial portion of the Premises is taken under the power of
eminent domain (including any conveyance made in lieu thereof) or if such
taking shall materially impair the normal operation of Tenant's business, then
either party shall have the right to terminate this Lease by giving written
notice of such termination within thirty (30) days after such taking. If
neither party elects to terminate this Lease, Landlord shall repair and restore
the Premises to the best possible tenantable condition and the Annual Rental
shall be proportionately and equitably reduced. All compensation awarded for
any taking (or the proceeds of a private sale in lieu thereof) shall be the
property of Landlord whether such award is for compensation for damages to the
Landlord's or Tenant's interest in the Premises, and Tenant hereby assigns all
of its interest in any such award to Landlord; provided, however, Landlord
shall not have any interest in any separate award made to Tenant for loss of
business, moving expense or the taking of Tenant's trade fixtures or equipment
if a separate award for such items is made to Tenant and if such separate award
does not reduce the award to Landlord.

19. EVENTS OF DEFAULT AND REMEDIES.

(a) Upon the occurrence of any one or more of the following events
(the "Events of Default," any one an "Event of Default"), the party not
in default shall have the right to exercise any rights or remedies available
in this Lease, at law or in equity. Events of Default shall be:

(i) Tenant's failure to pay when due any rental or other sum of money
payable hereunder and such failure is not cured within ten (10) days
after written notice thereof;

(ii) Failure by either party to perform any other of the terms,
covenants or conditions contained in this Lease if not remedied within
thirty (30) days after receipt of written notice thereof, or if such
default cannot be remedied within such period, such party does not within
thirty (30) days after written notice thereof commence such act or acts as
shall be necessary to remedy the default and shall not thereafter complete
such act or acts within a reasonable time;

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(iii)Tenant shall become bankrupt or insolvent, or file any debt or
proceedings, or file pursuant to any statute a petition in bankruptcy
or insolvency or for reorganization, or file a petition for the appointment
of a receiver or trustee for all or substantially all of Tenant's assets
and such petition or appointment shall not have been set aside within sixty
(60) days from the date of such petition or appointment, or if Tenant makes
an assignment for the benefit of creditors, or petitions for or enters into
an arrangement; or

(iv) Tenant allows its leasehold estate to be taken under any writ of
execution and such writ is not vacated or set aside within thirty (30)
days.

(b) In addition to its other remedies, Landlord, upon an Event of Default
by Tenant, shall have the immediate right, after any applicable grace
period expressed herein, to terminate and cancel this Lease and/or to reenter
and remove all persons and properties from the Premises and dispose of such
property as it deems fit, provided Landlord's actions shall be in accordance
with applicable legal procedures. If Landlord reenters the Premises, it may
either terminate this Lease or, from time to time without terminating this
Lease, make such alterations and repairs as may be necessary or appropriate to
relet the Premises and relet the Premises upon such terms and conditions as
Landlord deems advisable without any responsibility on Landlord whatsoever to
account to Tenant for any surplus rents collected. No retaking of possession of
the Premises by Landlord shall be deemed as an election to terminate this Lease
unless a written notice of such intention is given by Landlord to Tenant at the
time of reentry; but, notwithstanding any such reentry or reletting without
termination, Landlord may at any time thereafter elect to terminate for such
previous default. Landlord will use reasonable efforts to mitigate its damages
in the event of any such Event of Default by Tenant; provided, however, as used
herein, the term "reasonable efforts to mitigate its damages" shall never be
construed to require Landlord to make efforts to mitigate its damages in excess
of the requirement to mitigate damages imposed upon Landlord under applicable
North Carolina law in effect as of the date of this Lease. In the event of an
elected termination by Landlord, whether before or after reentry, Landlord may
recover from Tenant damages, including the costs of recovering the Premises,
and Tenant shall remain liable to Landlord for the total amount of (i) the
Annual Rental as would have been payable by Tenant hereunder for the remainder
of the term, less (ii) the rentals actually received from any applicable
reletting, or less the reasonable rental value of the Premises for the
remainder of the term (which amount may, at Landlord's election, be accelerated
to be due and payable in full, as of the Event of Default and recoverable as
damages in a lump sum, in which event said amount shall be discounted to
present value, using a discount rate equal to the then rate publicly
announced by NationsBank of North Carolina, N.A., as its "prime" rate). In
determining the Annual Rental which would be payable by Tenant subsequent to
default, the Annual Rental for each Lease Year of the unexpired term shall be
equal to the Annual Rental payable by Tenant for the last Lease Year prior to
the default. If any rent owing under this Lease is collected by or through an
attorney, Tenant agrees to pay Landlord's reasonable attorneys' fees to the
extent allowed by applicable law.

20. SUBORDINATION.

Landlord represents and warrants that at the time of execution of this
Lease there is no mortgage, deed of trust or similar lien encumbering
the Building or the Premises. This Lease shall be subject and subordinate to
any and all mortgages or deeds of trust hereafter placed on the property of
which the Premises are a part, and this clause shall be self-operative without
any further instrument necessary to

effect such subordination; however, if requested by Landlord, Tenant
shall promptly execute and deliver to Landlord any such certificate(s) as
Landlord may reasonably request evidencing subordination of this Lease to or
the assignment of this Lease as additional security for such mortgages or deeds
of trust. Provided, however, it shall be a condition to any such subordination
that in each case the holder of the mortgage or deed of trust shall agree in
writing that this Lease shall not be divested by foreclosure or other default
proceedings thereunder so long as Tenant shall not be in default under the
terms of this Lease beyond any applicable cure period set forth herein. Tenant
shall continue its obligations under this Lease in full force and effect
notwithstanding any such default proceedings under a mortgage or deed of trust
and shall attorn to the mortgagee, trustee or beneficiary of such mortgage or
deed of trust, and their successors or assigns, and to the transferee under any
foreclosure or default proceedings. Tenant will, upon request by Landlord,
execute and deliver to Landlord or to any other person designated by Landlord,
any instrument or instruments required to give effect to the provisions of this
paragraph.

21. ASSIGNING AND SUBLETTING.

Tenant shall not assign, sublet, mortgage, pledge or encumber this
Lease, the Premises, or any interest in the whole or in any portion thereof,
directly or indirectly, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed. If Landlord denies
consent, it must explain in writing, in reasonable detail, its reasons for the
denial. Notwithstanding the foregoing, and provided that there is no change in
use or in the tenant's operations within the Premises, Tenant shall have the
right, without the prior approval of Landlord, but upon written notice to
Landlord, to assign the Lease or sublet all or any portion of the Premises to
any corporation or entity which is controlled by or is under common control
with Tenant, or to any corporation, partnership or other entity resulting from
the merger or consolidation with Tenant or any person or entity which acquires
substantially all of Tenant's assets. If Tenant makes any such assignment,
sublease, mortgage, pledge or encumbrance with or without Landlord's written
consent, Tenant will still remain primarily liable for the performance of all
terms of this Lease and one-half (1/2) of any rental or any fees or charges
received by Tenant (net of Tenant's reasonable costs related to such assignment
or sublease) in excess of the Annual Rental payable to Landlord hereunder shall
be also paid to Landlord as further rental under this Lease. Landlord's
consent to one assignment or sublease will not waive the requirement of its
consent to any subsequent assignment or sublease as required herein.

22. TRANSFER OF LANDLORD'S INTEREST.

If Landlord shall sell, assign or transfer all or any part of its
interest in the Premises or in this Lease to a successor in interest which
expressly assumes the obligations of Landlord hereunder, then Landlord shall
thereupon be released or discharged from all covenants and obligations
hereunder accruing from and after the date of such transfer, and Tenant shall
look solely to such successor in interest for performance of all of Landlord's
obligations accruing from and after the date of such transfer. Tenant's
obligations under this Lease shall in no manner be affected by Landlord's sale,
assignment, or transfer of all or any part of such interest(s) of Landlord, and
Tenant shall thereafter attorn and look solely to such successor in interest as
the Landlord hereunder.

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23. COVENANT OF QUIET ENJOYMENT.

Landlord represents that it has full right and authority to lease the
Premises and Tenant shall peacefully and quietly hold and enjoy the
Premises for the full term hereof so long as Tenant does not default in the
performance of any of the terms hereof.

24. ESTOPPEL CERTIFICATES.

Within ten (10) days after a request by Landlord, Tenant shall deliver
a written estoppel certificate, in form supplied by or acceptable to Landlord,
certifying any facts that are then true with respect to this Lease, including
without limitation that this Lease is in full force and effect, that no default
exists on the part of Landlord or Tenant, that Tenant is in possession, that
Tenant has commenced the payment of rent, and that, to the best of its
knowledge and belief, Tenant claims no defenses or offsets with respect to
payment of rentals under this Lease except as may be otherwise noted.
Likewise, within ten (10) days after a request by Tenant, Landlord shall
deliver to Tenant a similar estoppel certificate covering such matters as are
reasonably required by Tenant.

25. PROTECTION AGAINST LIENS.

Tenant shall do all things necessary to prevent the filing of any
mechanics', materialmen's or other types of liens whatsoever, against all or
any part of the Premises by reason of any claims made by, against, through or
under Tenant. If any such lien is filed against the Premises, Tenant shall
either cause the same to be discharged of record within thirty (30) days after
filing or, if Tenant in its discretion and in good faith determines that such
lien should be contested, it shall furnish such security as may be necessary to
prevent any foreclosure proceedings against the Premises during the pendency of
such contest. If Tenant shall fail to discharge such lien within said time
period or fail to furnish such security, then Landlord may at its election, in
addition to any other right or remedy available to it, discharge the lien by
paying the amount claimed to be due or by procuring the discharge by giving
security or in such other manner as may be allowed by law. If Landlord acts to
discharge or secure the lien then Tenant shall immediately reimburse Landlord
for all sums paid and all costs and expenses (including reasonable attorneys'
fees) incurred by Landlord involving such lien together with interest on the
total expenses and costs at the maximum lawful rate.

26. MEMORANDUM OF LEASE.

If requested by Tenant, Landlord shall execute a recordable
Memorandum or Short Form Lease, prepared at Tenant's expense, specifying the
exact term of this Lease and such other terms as the parties shall mutually
determine.

27. FORCE MAJEURE.

In the event Landlord or Tenant shall be delayed, hindered or prevented
from the performance of any act required hereunder, by reason of governmental
restrictions, scarcity of labor or materials, strikes, fire, or any other
reasons beyond its reasonable control, the performance of such act shall be
excused for the period of delay, and the period for performance of any such act
shall be extended as

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necessary to complete performance after the delay period. However, the
provisions of this paragraph shall in no way be applicable to Tenant's
obligations to pay Annual Rental or any other sums, monies, costs, charges or
expenses required by this Lease.

28. REMEDIES CUMULATIVE - NONWAIVER.

Unless otherwise specified in this Lease, no remedy of Landlord or
Tenant shall be considered exclusive of any other remedy, but each shall be
distinct, separate and cumulative with other available remedies. Each remedy
available under this Lease or at law or in equity may be exercised by Landlord
or Tenant from time to time as often as the need may arise. No course of
dealing between Landlord and Tenant or any delay or omission of Landlord or
Tenant in exercising any right arising from the other party's default shall
impair such right or be construed to be a waiver of a default.

29. HOLDING OVER.

If Tenant remains in possession of the Premises or any part thereof
after the expiration of the term of this Lease, whether with or without
Landlord's acquiescence, Tenant shall be deemed only a tenant at will and there
shall be no renewal of this Lease without a written agreement signed by both
parties specifying such renewal. The "monthly" rental payable by Tenant during
any such tenancy at will period shall be one hundred twenty-five percent (125%)
of the monthly installments of Annual Rental payable during the final year
immediately preceding such expiration. If Tenant retains possession of the
Premises in a holdover situation, without Landlord's written approval, for more
than thirty (30) days, then Tenant shall also remain liable for any and all
damages, direct and consequential, suffered by Landlord as a result of any
holdover without Landlord's unequivocal written acquiescence.

30. NOTICES.

Any notice allowed or required by this Lease shall be deemed to have
been sufficiently served if the same shall be in writing and placed in the
United States mail, via certified mail or registered mail, return receipt
requested, with proper postage prepaid and addressed as follows:

AS TO LANDLORD: x/x XxxxxxxXxxx xx Xxxxx Xxxxxxxx, X.X.,
Xxxx Xxxxxx Investment Services,
Investment Division, Trust Department
Xxx XxxxxxxXxxx Xxxxx, XXX-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000

Attention: Xx. Xxxxx X. Xxxxx

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AS TO TENANT: Syntel, Inc.
Xxxxx 000
000 Xxxxxx Xxxx
Xxxx, Xxxxx Xxxxxxxx 00000

Attention: Personnel & Administration Manager

WITH A COPY TO: Syntel, Inc.
Xxxxx 000
0000 Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000

Attention: Financial Controller; and,
VP, Human Resources & Administration

The addresses of Landlord and Tenant and the party, if any, to whose
attention a notice or copy of same shall be directed may be changed or added
from time to time by either party giving notice to the other in the prescribed
manner.

31. LEASING COMMISSION.

Landlord and Tenant represent and warrant each to the other that they
have not dealt with any broker(s) or any other person claiming any entitlement
to any commission in connection with this transaction except Carolantic Realty,
Inc. and Highwoods Properties, Inc. (the "Brokers"). Landlord and Tenant agree
to indemnify and save each other harmless from and against any and all claims,
suits, liabilities, costs, judgments and expenses, including reasonable
attorneys' fees, for any leasing commissions or other commissions, fees,
charges or payments resulting from or arising out of their respective actions
in connection with this Lease except as to Brokers. Landlord agrees to be
responsible for the leasing commission due Brokers pursuant to a separate
written agreement between Landlord and Carolantic Realty, Inc., and to hold
Tenant harmless respecting same.

32. MISCELLANEOUS.

(a) Rules and Regulations.

Landlord shall have the right from time to time to prescribe reasonable
rules and regulations (the "Rules and Regulations") for Tenant's use of the
Premises and the Building. A copy of Landlord's current Rules and Regulations
respecting the Premises and the Building is attached hereto as Exhibit "D".
Tenant shall abide by and actively enforce on all its employees, agents,
invitees and licensees such regulations including without limitation rules
governing parking of vehicles in designated portions of the Building.

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(b) Evidence of Authority.

If requested by Landlord, Tenant shall furnish appropriate legal
documentation evidencing the valid existence and good standing of Tenant and
the authority of any parties signing this Lease to act for Tenant.

If Landlord shall fail to perform any covenant, term or condition of
this Lease upon Landlord's part to be performed, and, as a consequence of such
default, Tenant shall recover a money judgment against Landlord, such judgment
shall be satisfied solely out of the proceeds of sale received upon execution
of such judgment levied thereon against the right, title and interest of
Landlord in the Building as the same may then be encumbered; and neither
Landlord nor, if Landlord be a partnership, any of the partners comprising
Landlord shall have any personal liability for any deficiency. It is
understood and agreed that in no event shall Tenant or any person claiming by
or through Tenant have the right to levy execution against any property of
Landlord other than its interest in the Building as hereinbefore expressly
provided.

(d) Nature and Extent of Agreement.

This Lease, together with all exhibits hereto, contains the complete
agreement of the parties concerning the subject matter, and there are no oral
or written understandings, representations,. or agreements pertaining thereto
which have not been incorporated herein. This Lease creates only the rela-
tionship of landlord and tenant between the parties, and nothing herein shall
impose upon either party any powers, obligations or restrictions not expressed
herein. This Lease shall be construed and governed by the laws of the state in
which the Premises are located.

(e) Binding Effect.

This Lease shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, successors and assigns. This Lease
shall not be binding on Landlord until executed by a Vice President of Landlord
and delivered to Tenant. No amendment or modification to this Lease shall be
binding upon Landlord unless same is in writing and executed by a Vice
President of Landlord.

(f) Captions and Headings.

The captions and headings in this Lease are for convenience and
reference only, and they shall in no way be held to explain, modify, or
construe the meaning of the terms of this Lease.

(g) Lease Review.

The submission of this Lease to Tenant for review does not constitute a
reservation of or option for the Premises, and this Lease shall become
effective as a contract only upon execution and delivery by Landlord and
Tenant.

20
24

(h) Right to Relocate. [Intentionally deleted.]

(i) Security Deposit. Tenant, simultaneously with the delivery of
this Lease executed by Tenant to Landlord, has paid to Landlord the
amount of Sixty-four Thousand Eight Hundred Ninety-four and 63/100 Dollars
($64,894.63) (the "Deposit") as security for Tenant's performance of all
obligations hereunder. The Deposit may be held by Landlord in such manner as
it shall elect and Landlord shall be entitled to any interest which accrues on
the Deposit. In the event of a default by Tenant, Landlord may, at its option,
apply all or any part of the Deposit to cure the default, and thereupon Tenant
shall immediately redeposit with Landlord the amount so applied in order that
Landlord will always have the full Deposit on hand during the term of this
Lease. Upon the termination of this Lease, provided that Tenant is not in
default hereunder, Landlord shall refund to Tenant any of the remaining balance
of the Deposit subject to final adjustments for payment of any rental required
by this Lease. If the Premises is sold, Landlord shall have the right to
transfer the Deposit to the new owner, and upon the new owner's express
assumption of the obligations for the Deposit required by this Lease, Landlord
shall thereupon be released from all liability for such Deposit, and Tenant
thereafter shall look only to the new owner for such Deposit. The terms hereof
shall apply to every transfer of the Deposit.

33. SEVERABILITY.

If any term or provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law notwithstanding the invalidity of any other term or provision
hereof.

34. REVIEW OF DOCUMENTS.

If, following the execution of this Lease, either party hereto requests
that the other party execute any document or instrument that is other than (i)
a document or instrument the form of which is attached hereto as an exhibit, or
(ii) a document that solely sets forth facts or circumstances that are then
existing and reasonably ascertainable by the requested party with respect to
the lease, then the party making such request shall be responsible for paying
the out-of-pocket costs and expenses, including without limitation, the
attorneys fees, incurred by the requested party in connection with the review
(and, if applicable, the negotiations) related to such document(s) or
instrument(s), regardless of whether such document(s) or instrument(s) is (are)
ever executed by the requested party. In the event the requesting party is
Tenant, all such costs and expenses incurred by Landlord in connection with its
review and negotiation of any such document(s) or instrument(s) shall be deemed
to be additional rental due hereunder and shall be payable by Tenant promptly
upon demand.

35. SPECIAL PROVISIONS.

The special provisions, if any, contained in Exhibit "E" attached
hereto and initialled by the parties, are incorporated herein by this
reference. In the event of a conflict between the terms and conditions of said
Exhibit "E" and the terms and conditions of the main body of this Lease, the
terms and conditions of Exhibit "E" shall control.

21
25
IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed
and sealed pursuant to authority duly given as of the day and year first above
written.

"LANDLORD"

NATIONSBANK OF NORTH CAROLINA, N.A., AS
[CORPORATE SEAL] TRUSTEE FOR THE PUBLIC EMPLOYEES RETIREMENT
SYSTEM OF OHIO

ATTEST:

By: ?
? ------------------------------
---------------------- Vice President
Assistant Secretary ---------

"TENANT"

SYNTEL, INC.,
[CORPORATE SEAL] a Michigan corporation

ATTEST:
By: ?
? ------------------------------
---------------------- President
Secretary ---------
-----------

22
26

STATE OF NORTH CAROLINA

COUNTY OF CABARRUS

This 5th day of December, 1994, personally came before me Xxxxxx
Xxxxxxxxxx who, being by me duly sworn, says that he is Vice President of
NATIONSBANK OF NORTH CAROLINA, N.A., that the seal affixed to the foregoing
instrument in writing is the corporate seal of said Bank, and that said writing
was signed and sealed by him, in behalf of said Bank by its authority duly
given, and the said Vice President acknowledged the said writing to be the
act and deed of said Bank.

XXXXXX X. XXXXXXXX
-------------------------
Notary Public

[NOTARIAL SEAL]

My Commission Expires September 11, 0000

XXXXX XX XXXXXXXX

XXXXXX XX XXXXXXX

This 30 day of November, 1994, personally came before me Xxxxxx Xxxxx,
who, being by me duly sworn, says that he is President of SYNTEL, INC.,
that the seal affixed to the foregoing instrument in writing is the corporate
seal of the Corporation, and that said writing was signed and sealed by him, in
behalf of said Corporation, by its authority duly given, and the said
President acknowledged the said writing to be the act and deed of said
Corporation.

XXXXXX X. XXXXX
-------------------------------
Notary Public

[NOTARIAL SEAL]

XXXXXX X. XXXXX
My Commission expires: NOTARY PUBLIC - MACOMB COUNTY, MICH.
MY COMMISSION EXPIRES 1-29-95
01/29/95 ACTING IN OAKLAND COUNTY
------------------

EXHIBIT A

Legal Description Of Crossroads II

For: Crossroads 11 Building
Cary, North Carolina

LEGAL DESCRIPTION

CROSSROADS TWO

A certain tract or parcel of realty, lying and being in the Town of Xxxx,
Wake County, North Carolina, being more fully described as follows, viz:

BEGINNING at an existing iron pipe in the western right of way line of
Corning Road, said pipe marking the southeast corner of the Crossroads One
parcel; thence with the line of Corning Road, a course of S 6 deg 39' 47" W for
a distance of 30.00 feet to a calculated point; thence along the arc of a
circular curve with a radius of 100.00 feet and a delta angle Of 99 deg 28' 31"
for an arc length of 173.62 feet, a chord bearing of S 43 deg 05' 02" E and
chord length of 152.62 feet to a calculated point; thence with the line of
NationsBank as Trustee, a course of S 2 deg 19' 42" E for a distance of 95.62
feet to a calculated point; thence with the line of NationsBank as Trustee, a
course of S 20 deg 09' 46" W for a distance of 370.01 feet to a calculated
point; thence with the line of Xxxxxxxx Xxxxxxxx, a course of N 70 deg 19' 37" W
for a distance of 815.00 feet to an existing iron pipe; thence with the line of
Xxxxx Xxxxx and Hex Investments, a course of N 31 deg 47' 08" E for a distance
of 538.62 feet to an existing iron pipe; thence with the line of
Crossroads One, a course of S 60 deg 12' 36" E for a distance of 165.00 feet to
an existing iron pipe; thence with the line of Crossroads One, a course of S 75
deg 00' 40" E for a distance of 125.98 feet to an existing iron pipe; thence
along the arc of a circular curve with a radius of 988.00 feet and a delta angle
of 14 deg 11' 15" for an arc length of 244.65 feet, a chord bearing of S 82 deg
06' 17" E and chord length of 244.02 feet to an existing iron pipe, the point
and place of BEGINNING and containing 8.799 acres, more or less. This
description was prepared 29 March 1994 by Xxxxx X. Xxxxxx, RLS for the sole
purpose of describing lease limits and in no way is this description to be
used for purposes of sale or conveyance.

* This legal description shall be revised to include an additional
tract of realty if Landlord chooses to develop such additional
tract of realty as part of the Building.

28
EXHIBIT B - PREMISES
SYNTLE, INC

[PHASE I CONSTRUCTION AND PHASE II CONSTRUCTION FLOORPLAN]
29
EXHIBIT "C"

PLANS AND SPECIFICATIONS/WORK LETTER IDENTIFICATION LISTING

[TO BE PROVIDED BY LANDLORD UPON COMPLETION]
30
EXHIBIT "D"

RULES AND REGULATIONS

a. The sidewalks, halls, passages, elevators and stairways shall
not be obstructed by any tenant or used by any tenant for any other purpose than
for ingress and egress from and to their respective offices. The halls,
passages, entrances, elevators, stairways, balconies and roof are not for the
use of the general public and Landlord shall in all cases retain the right to
control and prevent access thereto of all persons whose presence in the
judgement of Landlord, or its employees, shall be prejudicial to the safety,
character, reputation and interest of the Building and its tenants.

b. The floors, skylights, windows, doors and transoms that reflect or
admit light in passageways, or into any place in the Building, shall not be
covered or obstructed by any tenant. The toilet rooms, water closets and other
water apparatus shall not be used for any purpose other than those for which
they were constructed, and no sweepings, rubbish, rags, ashes, chemicals or
refuse or other injurious substances, shall be thrown therein. Any damage
resulting from such misuse or abuse shall be borne and immediately paid by the
tenant by whom or by whose employees it shall have been caused.

c. No sign, advertisement or notice shall be inscribed, painted or
affixed on any part of the outside or inside of said Building unless first
consented to in writing by the Landlord.

d. No additional locks shall be placed upon any doors of the Premises
and no tenant shall permit any duplicate keys to be made, but if more than two
keys for any door or lock shall be desired, the additional number must be
obtained from the Landlord and be paid for by the tenant; each tenant must, upon
the termination of its lease, leave the windows and doors in the demised
Premises in like condition as the date of said lease, and must then surrender
all keys to its premises.

e. No tenant shall cause unnecessary labor by reason of carelessness
and indifference to the preservation of good order and cleanliness in its
Premises and in the Building. In order that the leased premises may be kept in
good state of preservation and cleanliness, each tenant shall, during the
continuance of its lease, permit the janitor of the Landlord to take charge of
and clean the said leased premises.

f. No tenant, shall employ any person or persons other than the janitor
of the Landlord for the purpose of cleaning or taking charge of said premises
without Landlord's prior written consent and it is understood and agreed that
the Landlord shall in no wise be responsible to any tenant for any damage done
to the furniture or other effects of any tenant by the janitor or any of his
employees, or any other person, or for any loss of property of any kind whatever
from leased Premises, however occurring. Tenant will see each day that the doors
to its premises are securely locked before leaving the Building.

g. Tenants, their clerks or servants, shall not make or commit any
improper noises or disturbances of any kind in the Building, smoke in elevators,
or xxxx or defile the water closets, or toilet rooms, or the walls, windows or
doors of the Building, or interfere in any way with other tenants or those
having business with them.

h. Music, including vocal and instrumental, shall not be permitted at
volumes audible outside the Premises.

i. No tenant shall do or permit anything to be done, in said Premises,
or bring or keep anything therein, which will in any way increase the rate of
fire insurance on said Building, or on property kept therein, or obstruct or
interfere with the rights of other tenants, or in any other way injure or annoy
them or conflict with the laws relating to fires, or with the regulations of the
Fire Department or with any insurance policy upon said Building or any part
thereof, or conflict with any of the rules and ordinances of the Board of
Health.

j. Each tenant shall promptly and at its expense execute and comply
with all laws, rules, order, ordinances and regulations of the city, county,
state or federal government, and of any department or bureau of any of them and
of any other governmental authority having jurisdiction over the said Premises,
affecting the tenant's occupancy of the demised Premises or tenant's business
conducted thereon.

k. Nothing shall be thrown or allowed to drop by the tenants, their
clerks or employees out of the windows or doors, or down the passages or
skylight of the Building, and no tenant shall sweep or throw, or permit to be
swept or thrown from its premises, any dirt or other substances into any of the
corridors or halls, elevators or stairways of said Building.

l. No animals or birds shall be kept in or about any premises or
permitted therein.

m. If tenants desire to introduce signalling, telegraphic, telephonic
or other wires and instruments into their premises, the Landlord will direct the
electricians as to where and how the same are to be placed, and without such
directions no placing, boring or cutting for wires will be permitted. Landlord
shall in all cases retain the right to require the placing and using of
electrical protecting devices to prevent the transmission of excessive currents
of electricity into or through the Building, and to require the changing of
wires and of their placing and arrangements as Landlord may deem necessary, and
further to require compliance on the part of all using or seeking access to such
wires with such rules as Landlord may establish relating thereto, and in event
of non-compliance with such requirements and rules Landlord shall have the right
to immediately cut and prevent the use of such wires.

n. A directory in a conspicuous place on the first floor will be provided
by the Landlord, on which the names of tenants will be placed by the Landlord at
its discretion.

o. Tenants shall not use or keep in the building any explosives,
kerosene, gasoline, benzine, camphene, burning fluid or other flammable
material.

p. No tenant or employees of any tenant shall go upon the roof of said
Building without the written consent of the Landlord.

q. No article shall be fastened to or holes drilled or nails or screws
driven into the walls or partitions, nor shall the walls or partitions be
painted, papered or otherwise covered in such a way as to cause permanent damage
or in any way marked or broken, nor shall any attachment be made to the

electric lighting wires of the Building for storing of electricity, or for the
running of motors or other purpose, nor will machinery of any kind be allowed to
be operated in any premises, nor shall any tenant use any other method of
heating than that provided by Landlord, without the prior written consent of the
Landlord. Tenants desiring to put in telephone junction or control boxes in the
Premises will notify the Landlord who will designate where the same shall be
placed. No mechanics shall be allowed in or about the Building other than those
employed by the Building management without the written consent of the Landlord
first having been obtained.

r. Access may be had by the tenants to the halls, corridors, elevators
and stairways in the Building and to the offices leased by them at any time or
times. Access to the Building may be refused unless the person seeking
admission is known to the watchman in charge, or has a pass or is properly
identified. The Landlord shall in no case be liable in damages for the
admission or exclusion of any person from said Building. In case of invasion,
mob riot, public excitement, or other commotion, the Landlord reserves the right
to prevent access to the Building during continuance of the same by closing the
doors or otherwise for the safety of the tenants and protection of property in
said Building.

s. The Landlord in all cases shall prescribe the method and manner in
which any merchandise, heavy furniture, large packages or safes shall be brought
in or taken out of the Building, and also the hours at which such moving shall
he done. The Landlord shall in all cases retain the right to prescribe the
weight and proper position of such heavy furniture and safes and all damage done
to the Building taking in or out of such merchandise, heavy furniture, large
packages or safes or any damage done to the Building while said property shall
be therein, shall be made good and paid for by the tenant by, through or under
whom the said damage may have been done. All furniture, safes or fixtures shall
be provided with supports, glides or castors that will meet the approval of the
management of the Building.

t. The Landlord reserves the right to rescind any of these rules and
to make such other and further rules and regulations as in Landlord's judgement
may from time to time be needed for the safety, care, maintenance, operation and
cleanliness of the Building, and for the preservation of good order therein,
which, when so made and notice thereof shall have been given to any tenant,
shall have the same force and effect as if originally made a part of the
foregoing Lease, and such, other and further rules, shall not, however, be
inconsistent with the proper and rightful enjoyment by the Tenant under the
foregoing Lease of the Premises therein referred to.

u. If any of these rules and regulations directly contradict the
terms of the foregoing Lease, the terms of said Lease shall prevail.

EXHIBIT "E"
SPECIAL PROVISIONS

1. Improvements Allowance.

(a) Landlord shall contribute (subject to adjustment as provided
hereinbelow in subparagraph 1(b) of this Exhibit "E") Seven Hundred Sixty-One
Thousand One Hundred Fifty-One and 15/100 Dollars ($761,151.15) ("Landlord's
Contribution") toward only the following costs (the "Designated Costs") of the
work performed pursuant to making the Premises ready for Tenant's access, use
and occupancy (the "Upfit Work", it being understood that the term Upfit Work,
as used herein, shall mean both the "Phase I Work" and the "Phase II Work", as
said terms are defined hereinbelow), and for no other purpose (except as
provided in subparagraph 1(b) and in Paragraph 15 of this Exhibit "E" below):
(i) the costs of completing and approving the Layout Plan and Finish Schedule
(as these terms are defined hereinbelow in Paragraph 2 of this Exhibit "E"),
(ii) the costs of the preparation of the Plans (as defined hereinbelow in
Paragraph 3 of this Exhibit "E"), and (iii) the costs of all construction work
performed in accordance with the Plans. Landlord's Contribution represents an
amount equal to Fifteen and 15/100 Dollars ($15.15) multiplied by the rentable
square footage within the Premises.

(b) Except as set forth below in numbered Paragraph 15 of this Exhibit
"E", Landlord's Contribution shall be adjusted according to the following terms:

(i) If the actual aggregate Designated Costs are greater than
$15.15 per rentable square foot, but less than or equal to $15.65 per rentable
square foot, the Designated Costs in excess of $15.15 per rentable square foot
shall be shared equally by Landlord and Tenant. Any amount due from Tenant
pursuant to this subparagraph (i) shall be payable by Tenant promptly upon
demand.

(ii) If the actual aggregate Designated Costs are greater than $15.65
per rentable square foot, but less than or equal to $15.90 per rentable square
foot, the Designated Costs in excess of $15.65 per rentable square foot shall be
at Tenant's sole cost and expense. Any amount due from Tenant pursuant to this
subparagraph (ii) shall be payable by Tenant promptly upon demand.

(iii) If the actual aggregate Designated Costs are greater than $15.90
per rentable square foot, the Designated Costs in excess of $15.90 per rentable
square foot shall be at Landlord's sole cost and expense.

(iv) If the actual aggregate Designated Costs are less than $15.15
per rentable square foot, but greater than or equal to $14.75 per rentable
square foot, the amount of Landlord's Contribution which is not expended on
Designated Costs shall be shared equally by Landlord and Tenant. Any amount due
to Tenant pursuant to this subparagraph (iv) shall be credited against Tenant's
installments of Annual Rental first coming due hereunder.

(v) If the actual aggregate Designated Costs are less than $14.75
per rentable square foot, the amount of Landlord's Contribution which is not
expended on Designated Costs and which is

attributable to Designated Costs having been less than $14.75 per rentable
square foot shall also be credited against Tenant's payments of Annual Rental
first coming due hereunder.

2. Layout Plan and Finish Schedule. On or prior to November 22, 1994,
Tenant and Landlord shall work together in good faith and shall finalize the
Tenant's layout and design plan (the "Layout Plan") for the Premises and
Tenant's finish schedule for the Premises (the "Finish Schedule"). Tenant
agrees that it shall cause Tenant's designated representative timely to meet
with Landlord's architect in Raleigh, North Carolina, regarding same.

3. Plans. On or before November 30, 1994, provided that Tenant and
Landlord have approved and finalized the Layout Plan and the Finish Schedule on
or before November 22, 1994, Landlord shall prepare a complete set of plans and
specifications for the Premises (the "Plans"). Such Plans shall include (i) the
Layout Plan, (ii) the Finish Schedule, and (iii) all other construction
documents (such as mechanical, electrical, lighting and ceiling plans) that are
required to obtain any necessary construction permits for the Upfit Work. The
Plans, once finalized by Landlord, and mutually approved, as hereinbelow
provided, shall then be attached to this Lease as Exhibit "C".

4. Construction of Phase 1. Upon the completion of the Plans and the
final approval of same by Landlord and Tenant, such approval to be provided by
both Landlord and Tenant, negotiating in good faith and with due diligence, on
or before December 2, 1994, Landlord shall submit the Plans for permitting.
Further, on or before November 22, 1994, Landlord shall also submit the portion
of the Plans, though not finalized, related to that certain portion of the
Premises consisting of approximately 12,000 rentable square feet and identified
as "Phase I" on Exhibit "B" ("Phase I") to a general contractor selected by and
satisfactory to Landlord to obtain an estimate for the conduct of the portion of
the Upfit Work attributable to Phase I (the "Phase I Work") in accordance with
the Plans. Such estimate shall be received by Landlord from the selected
general contractor on or before November 30, 1994. The contract for the conduct
of all Phase I Work shall be issued to such general contractor on or before
December 1, 1994, or as soon thereafter as practicable. Such general contractor
shall commence construction on December 2, 1994, or as soon thereafter as
practicable.

5. Substantial Completion of Phase I Work. Landlord intends to have
Phase I ready for Tenant's access, with all Phase I Work substantially complete
(i.e., complete except for punchlist items), on or before January 6, 1995.
Tenant shall provide Landlord with its punchlist items on or before the date
that is thirty (30) days following the date that Landlord informs Tenant that
Phase I is ready for Tenant's access, and Landlord will use good faith and due
diligent efforts to correct said punchlist items within thirty (30) days
following its receipt of said list. Landlord hereby agrees that if Landlord has
Phase I ready for Tenant's access, with all Phase I Work (excepting punchlist
items) substantially complete prior to January 6, 1995, then Landlord will
deliver same to Tenant on such earlier date. Tenant shall be entitled to occupy
and use Phase I during the Pre-Commencement Occupancy Period on the terms and
conditions of this Lease, except that Tenant shall have no obligation to pay any
rentals during said Pre-Commencement Occupancy Period, all as described in
numbered Paragraph 2 of the main body of this Lease.

6. Construction of Phase II. On or before December 2, 1994, Landlord
shall submit the portion of the Plans related to the balance of the Premises
which is not included in Phase I ('Phase II") to two (2)

general contractors selected by and reasonably satisfactory to Landlord to
obtain estimates for the conduct of the portion of the Upfit Work attributable
to Phase II (the "Phase II Work") in accordance with the Plans. Such estimates
shall be received by Landlord from the selected general contractors on or before
December 16, 1994. The two (2) estimates received shall be shared with a
designated representative of the Tenant, and the contract for the conduct of all
Phase II Work shall be issued to the general contractor which submits the lowest
qualified bid (unless Landlord and Tenant mutually agree to issue the contract
to a general contractor that did not submit the lowest bid). A general
contractor shall be selected to perform such Phase II Work on or before December
30, 1994. After the selection of a general contractor to perform the Phase II
Work, such general contractor shall commence construction on January 2, 1995, or
as soon thereafter as practicable.

7. Substantial Completion of Phase II Work. Landlord intends to have
Phase II ready for Tenant's access, with all Phase II Work substantially
complete (i.e., complete except for punchlist items), on or before March 15,
1995. Tenant shall provide Landlord with its punchlist items on or before the
date that is thirty (30) days following the Commencement Date, and Landlord will
use good faith and due diligent efforts to correct said punchlist items within
forty-five (45) days following its receipt of said list. Landlord hereby agrees
that if Landlord has the Premises ready for Tenant's access, with all Phase II
Work (excepting such punchlist items) substantially complete prior to March 15,
1995, then Landlord will deliver same to Tenant on such earlier date, and Tenant
shall be entitled to occupy and use Phase 11 during the period commencing on
such date of delivery by Landlord through the Commencement Date (the "Phase II
Pre-Commencement Occupancy Period") on the terms and conditions of this Lease,
except that Tenant shall have no obligation to pay any rentals during said Phase
II Pre-Commencement Occupancy Period. Further, Landlord will allow Tenant a
period of ten (10) days prior to Landlord's delivery of Phase II to Tenant
during which time Tenant shall be entitled to conduct any work on Phase II that
Tenant deems necessary or appropriate, including (i) wiring for telephone and
computer systems, (ii) installation of furniture and fixtures and (iii) any
other work that Tenant deems necessary or appropriate (provided, however, that
Tenant must coordinate any such work with Landlord's architect). Tenant shall
ensure that any such work performed by Tenant pursuant to the immediately
preceding sentence does not interfere with the general contractor's completion
of the Phase II Work.

8. Tenant's Delays. Notwithstanding anything contained in this Lease
to the contrary, including the provisions of Paragraph 4 of the main body of
this Lease and Paragraphs 5 and 7 of this Exhibit "E", the Commencement Date
shall not be adjusted to the date that Landlord substantially completes the
Upfit Work and provides Tenant with access to the Premises if (and/or to the
extent that) the reason that Landlord cannot substantially complete the Upfit
Work and/or provide Tenant with access to the Premises is due to any delay which
has been caused by Tenant [or any of its agent(s), employee(s) or
contractor(s)], including any failure to meet any of the deadlines set forth in
Paragraphs 2-4 of this Exhibit "E".

9. After-Hours HVAC. In the event Tenant desires HVAC services to the
Premises other than during the Building normal operating hours of
7:00 a.m. - 6:00 p.m. Monday through Friday, 8:00 a.m. - 1:00 p.m. Saturday,
excluding holidays, then Tenant shall pay to Landlord the actual cost to
Landlord of providing such services, such payment to be made within ten (10)
days following receipt by Tenant of the invoice(s) therefor. Without limiting
the generality of the foregoing, Landlord estimates the cost

of providing such additional services to be approximately Twenty-Five and No/100
Dollars ($25.00) per hour.

10. Excess Utilities Costs. In addition to the after-hours HVAC
services costs described in Paragraph 9 of this Exhibit "E" above, in the event
Tenant's use of the Premises results in an electrical demand in excess of seven
(7) xxxxx per rentable square foot of the Premises, Tenant shall also be
responsible for both the costs related to Landlord increasing the capacity of
the electrical system(s) serving the Premises and the additional electricity
costs above and beyond Tenant's proportionate share of Building standard
electrical usage. Such payment shall be made by Tenant to Landlord within ten
(10) days following receipt by Tenant of an invoice therefor.

11. Additional Parking. Landlord agrees, at Landlord's expense, to
expand the Building site by approximately one (1) acre and to construct
additional parking spaces so that there will be a total of at least 500 parking
spaces for the Building, as shown generally on Exhibit "F". Landlord will use
good faith and duly diligent efforts to make such additional spaces available on
or about June 1, 1995. Tenant shall have the right to use up to 300 of such
parking spaces, on a nonexclusive basis with other tenants in the Building. In
the event Tenant expands the Premises, as herein provided, then Tenant shall be
entitled to the nonexclusive use of additional parking spaces computed at the
ratio of four (4) additional parking spaces for each additional 1,000 rentable
square feet of space leased by Tenant. In the event that Landlord ever
determines, in its reasonable discretion, that (a) the overall parking for the
Building is congested, and (b) that Tenant is exceeding its allocated parking
entitlement, as herein described, then Landlord will notify Tenant of same and
Tenant shall promptly take whatever corrective action is required to remedy
same.

12. Interim Space. Landlord shall consent to a subleasing arrangement
which will make available to Tenant, at no cost to Tenant, for a period
commencing on December 1, 1994, and terminating on January 31, 1995,
approximately 3,157 square feet of space on the first floor of the Crossroads
Office Building I (the "Interim Space"), provided Tenant enters into a sublease
with the present tenant in the Interim Space which is reasonably satisfactory to
Landlord.

13. Right of First Refusal. During the Initial Term of this Lease,
provided Tenant is not then in default beyond any applicable cure period under
any of the terms, conditions or provisions of this Lease on its part to observe,
comply with or fulfill, Landlord hereby agrees to work in good faith with Tenant
to make available to Tenant any available space within the Building (or any
other building owned or controlled by Landlord within Crossroads Corporate Park)
under the terms and conditions of this Paragraph 13, as follows:

(a) Notice By Tenant. For Tenant to be granted any right of first
refusal under this Paragraph 13, Tenant must notify Landlord in writing
("Tenant's Notice") that Tenant anticipates needing additional space within
ninety (90) days following the date that Landlord receives Tenant's Notice (such
90-day period beginning on the date Landlord receives Tenant's Notice
hereinafter referred to as the "RFR Period"). Upon receipt by Landlord of
Tenant's Notice, Landlord will inform Tenant of space, if any, that is then (or
that within such RFR Period is scheduled to become) available for leasing in
Crossroads Corporate Park in any Building that at such time is owned or
controlled by Landlord (the "Park"). The applicable space within the Park that
is or later in fact becomes available shall then be

37
designated the "Expansion Space" for the purposes of this Paragraph 13. Without
limiting the generality of the foregoing, "Expansion Space" shall not be deemed
to include any space which, though scheduled to become available, is
subsequently leased to the existing tenant or existing occupant of such space
(whether pursuant to a renewal or an extension of an existing lease or
otherwise) and consequently does not become vacant and available [except that,
within the Building (as opposed to within other buildings in the Park), only
space renewed pursuant to an enforceable renewal, extension or option provision
in favor of the applicable tenant will be excluded from such "available" space.]
During the RFR Period, Tenant shall have a right of first refusal ("RFR") to
lease the Expansion Space under the terms and conditions of subparagraph 13(b)
below. Notwithstanding anything herein to the contrary, however, in no event
shall Tenant be entitled to lease less than all of any contiguous space that
becomes available in the Park if, in Landlord's reasonable discretion, the
portion(s) remaining of such Expansion Space would be commercially unmarketable
(in the manner and for the purposes in which the Landlord then markets space in
the Park).

(b) Right of First Refusal. If Landlord proposes to lease the Expansion
Space [or, subject to the provisions of the last sentence of subparagraph 13(a)
above, such applicable portion thereof] during the RFR Period to another
prospective tenant on mutually agreeable terms ("Lease Proposal"), then the
space that Landlord proposes to lease pursuant to the Lease Proposal must first
be offered, in writing, to Tenant at the same rental rate and under the same
terms and conditions (or, as applicable, under such rental rate and such terms
and conditions which provide to Landlord the equivalent net economic effect) as
under the terms and conditions of the Lease Proposal which Landlord is prepared
to make (or accept, as applicable) regarding such third party prospective
tenant. Tenant shall have five (5) days following its receipt of such Lease
Proposal to accept such offer. In the event Tenant does not exercise its right
to lease the Expansion Space (or such applicable portion thereof) under the
terms and conditions of the Lease Proposal, then for the remainder of the RFR
Period (i) Tenant's rights under this Paragraph 13 shall automatically expire
without further notice with respect to all Expansion Space, and (ii) Landlord
shall be permitted to lease all or any portion(s) of the Expansion Space to any
party on any terms whatsoever without having to offer such space to Tenant. In
the event Tenant elects to accept an offer and lease any Expansion Space having
less square footage than Tenant needs, Tenant's RFR shall remain open for the
remainder of the applicable RFR Period.

(c) Additional Notices. In the event Tenant shall have given a Tenant's
Notice as described above and Tenant shall have been presented with and failed
to accept a Lease Proposal, such that Tenant's RFR regarding such Tenant's
Notice shall have expired, as set forth in subparagraph 13(b) above, then Tenant
shall not be entitled to give another Tenant's Notice until the end of the
90-day period of such prior RFR Period.

(d) Expiration of Rights of First Refusal. Tenant's rights under this
Paragraph 13 shall terminate on the date of the expiration of the Initial Term.
TIME IS OF THE ESSENCE WITH RESPECT TO TENANT'S EXERCISE OF THIS RIGHT OF FIRST
REFUSAL.

14. Additional Security . As a material inducement for Landlord entering into
this Lease, the performance by Tenant of its obligation to pay Annual Rental
pursuant to the terms of this Lease is secured by an irrevocable standby letter
of credit (together with any applicable extensions or replacements thereto, the
"Letter of Credit") from NBD Bank, N.A. (the "Issuing Bank"), which has been
provided

contemporaneously herewith on behalf of Tenant, and a copy of which is attached
to this Lease as Exhibit "G". Notwithstanding anything herein to the contrary,
including, without limitation, the provisions of Paragraph 19 of the main body
of this Lease, upon the occurrence of an Event of Default by Tenant prior to the
end of the fourth (4th) Lease Year resulting from Tenant's failure to pay any
installment of Annual Rental or any component thereof (i.e., Minimum Rental, the
tax payments due under Paragraph 3(b)(1)(D) of the main body of the Lease, the
Monthly Estimate, or the Annual Payment), Landlord shall be entitled to
liquidated damages according to the following schedule, and shall be entitled to
exercise its rights to such liquidated damages by drawing against the Letter of
Credit:

If the Event of Default occurs: Then, liquidated damages
amount shall be:

1. During Lease Year One: $409,464.18

2. During Lease Year Two: $279,674.92

3. During Lease Year Three: $139,837.46

4. During Lease Year Four: $ 69,918.73

Provided, however, except as provided in the last grammatical paragraph of
this Paragraph 14 of Exhibit "E", Landlord shall not be entitled to exercise its
right to said liquidated damages by drawing against the Letter of Credit until
such time as (i) an Event of Default has occurred under the Lease prior to the
end of the fourth (4th) Lease Year resulting from Tenant's failure to pay any
installment of Annual Rental or any component thereof (a "Rent Default"), (ii)
Landlord has commenced a legal proceeding against Tenant in a court of competent
jurisdiction that alleges that a Rent Default has occurred, and (iii) provided
the Issuing Bank with a statement that a Rent Default has occurred, in
accordance with the provisions in the Letter of Credit regarding such statement.

LANDLORD AND TENANT AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY
DIFFICULT TO ESTABLISH LANDLORD'S DAMAGES BY REASON OF TENANT'S DEFAULT, THAT
THE AMOUNTS SET FORTH ABOVE AS LIQUIDATED DAMAGES ARE REASONABLE ESTIMATES OF
LANDLORD'S DAMAGES, AND THAT LANDLORD SHALL BE ENTITLED UNDER THE CONDITIONS
SET FORTH HEREINABOVE TO DRAW UPON THE LETTER OF CREDIT AND TO RETAIN THE
AMOUNT(S) COLLECTED THEREUNDER AS LANDLORD'S SOLE REMEDY AGAINST TENANT.
LANDLORD AND TENANT FURTHER AGREE THAT SUCH AMOUNTS ARE REASONABLE SUMS FOR
LIQUIDATED DAMAGES AS OF THE DATE OF THIS LEASE. BY PLACING THEIR INITIALS
IMMEDIATELY BELOW, LANDLORD AND TENANT EACH CONFIRM THAT THEY HAVE READ AND
UNDERSTAND AND ACCEPT THIS LIQUIDATED DAMAGES PROVISION.

In addition to the foregoing provisions regarding the Letter of Credit,
Landlord and Tenant recognize that the initial expiration date of the Letter of
Credit is April 15, 1996. The Letter of Credit provides that it will be
automatically extended for three (3) additional consecutive periods of twelve
(12) months each, through April 15, 1999), unless the Issuing Bank notifies
Landlord at least ninety (90) days

(b) Notwithstanding anything in numbered Paragraph 1 of this Exhibit "E"
to the contrary, in the event the total Designated Costs regarding the Upfit
Work, exclusive of the Additional Costs related to Non-Standard Improvements, is
less than the amount of Landlord's Contribution, then so much of said Landlord's
Contribution which is not required for the completion of the balance of such
Upfit Work (i.e., except for the Non-Standard Improvements) (the "Surplus
Allowance") shall be allocable against the total of such Additional Costs, up to
a maximum amount allocable, of Seventy-five Thousand Three Hundred Sixty-one and
50/100 Dollars ($75,361.50)(the "Maximum Allocation"). All amounts in excess of
said Maximum Allocation shall be at the sole cost and expense of Tenant and
shall be payable by Tenant to Landlord promptly upon demand. Further, in the
event the amount of the Additional Costs exceeds any applicable Surplus
Allowance, or, if there is no Surplus Allowance (i.e., the costs to complete
the Upfit Work, exclusive of the Non-standard Improvements equals or exceeds the
amount of Landlord's Contribution), then Tenant shall also be solely responsible
for the entire amount of the Additional Costs not covered by any applicable
Surplus Allowance, which amount shall be payable by Tenant to Landlord promptly
upon demand.

(c) In addition to the payment of any applicable Additional Costs by
Tenant as described above, and notwithstanding anything in the Lease to the
contrary, Tenant shall be solely responsible, at Tenant's sole cost and expense,
for the maintenance, repair and replacement of all Non-Standard Improvements.
Further, the electrical service to the Non-Standard Improvements shall be
submetered, and Tenant shall be solely responsible for the cost thereof. Such
costs shall be invoiced monthly and paid by Tenant promptly upon receipt.

(d) In the event that all of the Additional Costs are paid solely by
Tenant [i.e., no portion of the Landlord's Contribution has been applied towards
such costs as provided in subparagraph 15(b) above], then Tenant shall be
allowed to remove from the Premises upon the expiration or earlier termination
of this Lease those items of the Non-Standard Improvements consisting of any
applicable computer raised flooring, any applicable stand-up HVAC unit located
in the computer room (but not any roof-mounted unit) and any specialized fire
suppression system. Tenant shall cause such items to be removed in a good and
workmanlike manner. Any of such items not removed upon such expiration or
earlier termination of the Lease shall thereupon automatically become the sole
property of Landlord, unless Landlord and Tenant shall have entered into a
separate written agreement regarding same.

40
EXHIBIT F

CROSSROADS II - Site Plan Depicting 500 Parking Spaces

Additional Acreage to be added
to Site and additional parking
spaces to be constructed

Crossroads I Building Parking
(Not Crossroads II)
41
Exhibit G Syntel, Inc. Lease, dated 11/30/94 Page 1 of 4

[NBD NBD Bank, N.A. IN ALL CORRESPONDENCE CABLES: NATIONBANK DET
LOGO] INTERNATIONAL DIVISION QUOTE OUR REFERENCE NO. TELEX: TRT 164177
Letter of Credit Department ITT 4320060
P.O. Box 330116 < BY MAIL BY WIRE > S.W.I.F.T.: NBDD XX00
Xxxxxxx, Xxxxxxxx 00000-0000 FAX: (000) 000-0000 Imports/Standby
(000) 000-0000 (000) 000-0000 Exports

IRREVOCABLE STANDBY PLACE AND DATE OF ISSUE:
LETTER OF CREDIT NO. S135457 DETROIT, MI/DECEMBER 01, 0000

*** X X X X F I C I A R Y *** *** A P P L I C A N T ***
NATIONSBANK OF NORTH CAROLINA NA SYNTEL, INC.
AS TRUSTEE FOR THE PUBLIC 0000 XXXXXX XXXX, XXXXX 000
EMPLOYEES RETIREMENT SYSTEM XX XXXX, XX 00000
OHIO X/X XXXXXXXXXXX XX XXXXX
XXXXXXXX, X.X.
XXXXXXXXXXX XXXX XXXXXX
INVESTMENT SERVICES
NATIONSBANK PLAZA, 11TH FLOOR
(NC1-002-11-07)
XXXXXXXXX, XXXXX XXXXXXXX
00000-0000

ATTN: XX. XXXXXX XXXXXXXXXX
VICE PRESIDENT

*** EXPIRY DATE/PLACE *** *** AVAILABLE AT/BY: ***
EXPIRES ON APRIL 14, 1996 OUR OFFICE ONLY BY PRESENTATION
(UNLESS EXTENDED AS PROVIDED OF DOCUMENT(S) REQUIRED AND YOUR
BELOW) FOR PRESENTATION AT OUR DRAFT(S) DRAWN AT SIGHT.
OFFICE.

A M O U N T O F C R E D I T : NOT TO EXCEED, IN THE AGGREGATE 409,464.18
(FOUR HUNDRED NINE THOUSAND FOUR HUNDRED SIXTY FOUR AND 18/100) U.S. DOLLARS.

GENTLEMEN,

AT THE REQUEST AND FOR THE ACCOUNT OF THE ABOVE NAMED APPLICANT, WE HEREBY
ESTABLISH OUR IRREVOCABLE LETTER OF CREDIT IN YOUR FAVOR WHICH IS AVAILABLE AS
INDICATED ABOVE AGAINST PRESENTATION OF YOUR DRAFT(S) DRAWN ON NBD BANK, N.A.,
DETROIT, MICHIGAN, WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

- - - - - - - - - D O C U M E N T S R E Q U I R E D - - - - - - - - -

A DATED STATEMENT BEARING AN ORIGINAL SIGNATURE PURPORTING TO BE AN AUTHORIZED
SIGNER FOR NATIONSBANK OF NORTH CAROLINA, N.A., AS TRUSTEE FOR THE PUBLIC
EMPLOYEES RETIREMENT SYSTEM OF OHIO, (INDICATING THE NAME AND TITLE/CAPACITY OF
THE SIGNER), READING AS FOLLOWS:

<<< CONTINUED ON NEXT PAGE >>>
42
Exhibit G Syntel, Inc. Lease dated 11/30/94 Page 2 of 4

OUR REF. NO. S135457 PAGE 2
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

"WE HEREBY CERTIFY THAT THE AMOUNT OF $ (SPECIFY) DRAWN UNDER NBD BANK, N.A.
LETTER OF CREDIT NO. S135457, AS EVIDENCED BY OUR DRAFT ACCOMPANYING THIS
STATEMENT, IS PAYABLE TO NATIONSBANK OF NORTH CAROLINA, N.A., AS TRUSTEE FOR
THE PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, BECAUSE AN EVENT OF DEFAULT HAS
OCCURRED BY SYNTEL, INC. UNDER THE TERMS OF THAT CERTAIN LEASE AGREEMENT DATED
NOVEMBER 30, 1994 BETWEEN OURSELVES AND SYNTEL, INC."

- - - - - - - - - - - O T H E R C O N D I T I O N S - - - - - - - - - - -

PARTIAL DRAWINGS ARE PERMITTED.

UNLESS EXTENDED AS SET FORTH BELOW, THIS LETTER OF CREDIT SHALL EXPIRE, FOR
PRESENTATION OF YOUR DRAWING HEREUNDER, AT OUR OFFICE AT 645 XXXXXXXX, 0000
XXXXXXXXX XXXX., XXXXXXX, XX 00000 ON APRIL 14, 1996 (THE "INITIAL EXPIRY
DATE"). IF EXTENDED AS SET FORTH BELOW, THE EXPIRY DATE OF THIS LETTER OF
CREDIT SHALL BE EACH SUCCEEDING APRIL 14, (THE "EXTENDED EXPIRY DATE(S)"), BUT
IN NO EVENT LATER THAN APRIL 14, 1999 (THE "FINAL EXPIRY DATE"). THE INITIAL
EXPIRY DATE AND THE EXTENDED EXPIRY DATE(S) SHALL BE AUTOMATICALLY EXTENDED
(WITHOUT THE NECESSITY OF A FORMAL AMENDMENT TO THIS LETTER OF CREDIT) FOR AN
ADDITIONAL PERIOD OF ONE YEAR UNTIL APRIL 14 OF THE FOLLOWING CALENDAR YEAR,
BUT IN NO EVENT BEYOND THE FINAL EXPIRY DATE, UNLESS WE SHALL HAVE MAILED TO
YOU BY REGISTERED MAIL RETURN RECEIPT REQUESTED, AT YOUR ADDRESS SHOWN ABOVE
(OR SUCH OTHER ADDRESS AS YOU MAY HAVE SPECIFIED TO US IN WRITING FROM TIME TO
TIME), AT LEAST NINETY (90) DAYS PRIOR TO EACH RESPECTIVE INITIAL OR EXTENDED
EXPIRY DATE(S), WRITTEN NOTICE OF OUR INTENTION NOT TO EXTEND THIS LETTER OF
CREDIT AS PROVIDED HEREIN (THE "NON-EXTENSION NOTICE"). IN THE EVENT WE HAVE
SENT SUCH NON-EXTENSION NOTICE TO YOU, YOU SHALL THEN BE ENTITLED TO DRAW AND
PRESENT YOUR ONE SIGHT DRAFT FOR UP TO THE THEN REMAINING BALANCE OF THIS
LETTER OF CREDIT (THE "NON-EXTENSION DRAWING") WITHOUT BEING REQUIRED TO
PRESENT THE OTHER DOCUMENTATION DETAILED IN THIS LETTER OF CREDIT, IF ANY,
EXCEPT FOR THE ORIGINAL OF THIS LETTER OF CREDIT INSTRUMENT WHICH MUST BE
SURRENDERED WITH YOUR NON-EXTENSION DRAWING. SUCH NON-EXTENSION DRAWING MUST
BE PRESENTED TO OUR OFFICE NOT LATER THAN THE THEN RELEVANT INITIAL OR EXTENDED
EXPIRY DATE.

NOTWITHSTANDING ANY TERM OR PROVISION HEREIN TO THE CONTRARY,

<<< CONTINUED ON NEXT PAGE >>>
43
Exhibit G Syntel, Inc. Lease dated 11/30/94 Page 3 of 4

OUR REF. NO. S135457 PAGE 3
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

SUBJECT TO BEING EXTENDED FOR SUCH PERIODS AS PROVIDED ABOVE, THE AGGREGATE
AMOUNT OF THIS LETTER OF CREDIT SHALL BE REDUCED AS FOLLOWS DURING THE THREE
(3) EXTENSION TERMS UNDER THIS LETTER OF CREDIT:

- FROM APRIL 15, 1996, THROUGH APRIL 14, 1997, THE AGGREGATE AMOUNT OF THIS
LETTER OF CREDIT SHALL BE REDUCED TO TWO HUNDRED SEVENTY-NINE THOUSAND SIX
HUNDRED SEVENTY-FOUR AND 92/100 DOLLARS ($279,674.92) MINUS ANY SUMS (IF ANY)
PREVIOUSLY DRAWN BY THE BENEFICIARY HEREUNDER.

- FROM APRIL 15, 1997, THROUGH APRIL 14, 1998, THE AGGREGATE AMOUNT OF THIS
LETTER OF CREDIT SHALL BE REDUCED TO ONE HUNDRED THIRTY-NINE THOUSAND EIGHT
HUNDRED THIRTY-SEVEN AND 46/100 DOLLARS ($139,837.46) MINUS ANY SUMS (IF ANY)
PREVIOUSLY DRAWN BY THE BENEFICIARY HEREUNDER SINCE THE DATE OF ISSUANCE OF
THIS LETTER OF CREDIT.

- FROM APRIL 15, 1998, THROUGH APRIL 14, 1999, THE AGGREGATE AMOUNT OF THIS
LETTER OF CREDIT SHALL BE REDUCED TO SIXTY-NINE THOUSAND NINE HUNDRED
EIGHTEEN AND 73/100 DOLLARS ($69,918.73) MINUS ANY SUMS (IF ANY) PREVIOUSLY
DRAWN BY THE BENEFICIARY HEREUNDER, SINCE THE DATE OF ISSUANCE OF THIS LETTER
OF CREDIT.

THE ORIGINAL OF THIS LETTER OF CREDIT MUST BE RETURNED TO US WITH ANY
DRAWING(S) HEREUNDER FOR OUR ENDORSEMENT OF ANY PAYMENT EFFECTED. WE UNDERTAKE
TO RETURN SAID ORIGINAL LETTER OF CREDIT TO YOU (UNLESS FULLY UTILIZED OR
EXPIRED) TOGETHER WITH OUR ADVICE OF SETTLEMENT.

EACH DRAFT DRAWN HEREUNDER MUST BE MARKED "DRAWN UNDER NBD BANK, N.A. LETTER OF
CREDIT NO. (SPECIFY L/C NO.)".

UNLESS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS SUBJECT TO
THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 1993 REVISION, ICC
PUBLICATION NO. 500.

<<< CONTINUED ON NEXT PAGE >>>
44
Exhibit G Syntel, Inc. Lease dated 11/30/94 Page 4 of 4

OUR REF. NO. S135457 PAGE 4
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

- - - - - - E N G A G E M E N T - - - - - -

WE HEREBY AGREE WITH YOU THAT DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE
TERMS OF THIS CREDIT WILL BE DULY HONORED UPON PRESENTATION AND DELIVERY OF THE
DOCUMENTS AS SPECIFIED HEREIN IF PRESENTED TO THIS OFFICE ON OR BEFORE THE
EXPIRY DATE INDICATED ABOVE, AS SAME MAY BE EXTENDED AS HEREIN PROVIDED.

VERY TRULY YOURS,

[SIG] [SIG]
-------------------------------- ---------------------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
45
EXHIBIT "H"
CLEANING SPECIFICATIONS

AREAS TO BE COVERED
Clean all areas of the building including entrance lobby, basement areas,
loading platforms, public halls, stairwells, lavatories, passageways, elevator
cabs. Areas not normally included are: stores, restaurants, banks,
concessions, garages, elevator shafts or elevator pits.

1. LAVATORIES -- DAILY

a. Wash all mirrors.
b. Wash hand basins and bright work with a non-abrasive cleaner.
c. Wash urinals.
d. Wash toilet seats using disinfectant in water.
e. Wash toilet bowls.
f. Damp mop floor using disinfectant in water.
g. Damp wipe and clean where necessary. Walls and partitions are to be
free of hand prints and dust.
h. Replenish hand soap, towels, tissues, and sanitary napkins.
i. Partition and ventilation louvres to be damp wiped.
j. Machine scrub floors with approved germicidal detergent solution on a
monthly basis.

Toilet bowl brush shall be used on toilet bowls and care shall be given to
clean flush holes under rim of bowls and passage trap. Bowl cleaner shall be
used at least once each month and more often if necessary.
The intent of this specification is that restrooms shall be maintained in a
spotlessly clean and odor free condition at all times.

2. OFFICE AND HALLWAYS (CORRIDORS)

a. Dusting--Daily
All furniture, office equipment and appliances, window xxxxx, etc., will
be dusted daily with a treated cloth or static duster. This shall
include all horizontal surfaces up to 84 inches high and enough vertical
surfaces daily to complete all vertical surfaces within each week. Desks
and tables not cleared of paper and work materials will only be dusted
where desk is exposed. Telephones will be damp wiped.
b. Dust Mopping--Daily
All non-carpeted floor areas will be dust mopped with a treated yarn dust
mop daily with special attention being given to areas under desks and
furniture to prevent accumulation of dust and dirt. Floor dusting will
be done after furniture has been dusted.
c. Wastepaper--Ashtrays--Daily
Wastepaper baskets and ashtrays to be emptied daily and wiped clean.
Wastebaskets shall be damp wiped as necessary. Plastic liners where used
will be changed as needed.
d. Vacuuming--Daily--Weekly
All rugs and carpets in office areas, as well as public spaces, are to be
vacuumed daily in all traffic areas. Hard to reach places, under desks
and chairs shall be vacuumed weekly.
The intent of this specification is to provide a complete vacuuming at
least once a week.
e. Spot Cleaning Carpets--Daily
All carpeted areas will be inspected daily for spots and stains. All
spots and stains will be removed as soon as possible. Where difficult
spots are encountered, a notation should be left with the building
management.
f. Wet Mopping--Daily and as Needed
When floors require wet mopping, they will be left in a streak free
condition. Extreme care shall be exercised in all mopping so as to avoid
splashing walls or furniture. Transporting of water and other liquids
over carpeted areas will be done in such a manner to avoid spillage.
g. Tile Floors--Daily
All tile floors will be refinished, buffed, dept. in scuff/spot free
condition at all times. Since some tile areas require more attention
than others, refinishing and buffing will be done on an as needed basis.
Transporting of floor finish and other liquids over carpeted areas will
be accomplished in such a manner to avoid spillage.
h. Special Floor Coverings--As Necessary
Parquet, quarry, ceramic, raised computer floors, and other special floor
coverings will be treated with appropriate methods and materials.
i. Water Coolers--Daily
Water coolers shall be cleaned and polished daily. The intent of this
specification is that water coolers be maintained in a spotlessly clean
condition at all times.
46
CLEANING SPECIFICATIONS-CONTINUED

j. Spot Cleaning--Daily--As Needed
All hand prints and spots will be removed from doors and light switches
daily. Walls, woodwork, and interior glass spot cleaned as needed.

k. Cigarette Urns--Daily
Cigarette urns and ash receivers shall be cleaned as necessary, sanitized
and, where required, the same level shall be maintained.

l. High Dusting--Quarterly
Pipes, ledges, ceilings, mouldings, picture frames,
etc. will be cleaned quarterly or more frequently if necessary.

m. Venetian Blinds--Periodic
Venetian blinds will be dusted quarterly and damp wiped annually.

n. Air Conditioning Grills--Monthly
All areas around air conditioning and return air grills will be cleaned
once each month, or more often, if necessary.

3. STAIRWAYS & LANDINGS--WEEKLY DAILY

All stairways and landings will be policed daily. They will be dust mopped
with a treated yarn dust mop weekly. Spot cleaning of walls and doors will
be done weekly. These areas will be damp mopped and scrubbed as necessary.
Hand rails, fire points, and other miscellaneous hardware will be cleaned
periodically. If day personnel are available in building, stairwells and
landings will be policed and dust mopped daily.

The intent of this specification is that stairways be kept in a neat and
clean condition at all times.

4. ENTRANCE LOBBY--DAILY

Entrance lobby will be thoroughly cleaned daily. Lobby glass and metal will
be cleaned and dusted daily. Directory board glass will be damp cleaned
and wiped. Lobby walls will be dusted and kept free from fingermarks,
smudges, etc. Lobby floor and entrance ways are to be thoroughly dust
mopped nightly, damp mopped as needed, and buffed and refinished as
necessary to maintain a clean and lustrous appearance.

5. POLISHING--PERIODICALLY

All door plates, kick plates, brass and metal fixtures within the building
will be wiped weekly and polished periodically.

6. ELEVATORS--DAILY
a. All elevators to be vacuumed nightly.
b. All stainless steel and metal to be cleaned nightly.
c. All elevator tracks to be vacuumed as needed.
d. Elevator button panels and elevator doors to be cleaned nightly.
e. Carpets will be spotted periodically.
f. Ceilings, overhead plexiglass, and/or special light fixtures will be
cleaned periodically and normally through arrangement with building
management.

7. LIGHT FIXTURES--PERIODICALLY
The exterior of all light fixtures will be dusted as needed.

GENERAL

PERSONNEL:

Employees who are to be permanently assigned to your building shall be
carefully interviewed, screened, and bonded. They shall be neat and clean in
appearance and properly identified.

Employees shall not eat, drink, or smoke while on duty. Employees shall not
disturb papers on desks, open drawers or cabinets, use telephones, televisions
or radios.

All employees shall abide by all building regulations and safety rules which
may be promulgated from time to time as they pertain to our operation.

SUPERVISORS:

Competent supervisory personnel shall be employed, and they will, at a
minimum, have completed our 10 week Supervisory Training Course.

Our Supervisor shall arrive and depart approximately one half hour before and
after the cleaning crew.

The Supervisor will report to the building management any conditions such as
leaky faucets, stopped toilets and drains, broken fixtures, etc. The
Supervisor will also report any unusual happenings in the building.

OTHER:
We shall furnish the necessary, appropriate, tested and approved implements,
machinery and cleaning
47
CLEANING SPECIFICATIONS-CONTINUED

supplies for the satisfactory performance of our services.

Sufficient space in the premises shall be assigned to us for storage of
cleaning materials, implements, and machinery. Adequate utilities will be
provided to Contractor, without charge, for performance of duties.

A communications log book shall be kept in a designated place on the premises,
in which a record shall be made promptly of, any occurrences requiring building
management or contractor's attention.

We shall furnish Workmen's Compensation and Public Liability Insurance,
certification of which shall be forwarded to you.

All office cleaning, where possible, will be done behind locked doors. In
other words, cleaner goes into an office to perform duties, where possible the
office entrance door will be locked behind.

The Building Management may require the dismissal of any employee who is
incompetent, careless, insubordinate, or otherwise objectionable, of whose
continued employment is contrary to consistent and good relationship with
tenants.

Contractor will be responsible for loss or damage caused by his employees and
for conduct of of his employees.

Upon completion of the daily work, the contractor shall insure that all slop
sinks and equipment storage areas are left in a neat and orderly condition; all
lights are extinguished, and all doors are locked.

We shall make reasonable and prompt restitution, by cash, replacement, or
repairs, subject to Building Management approval for any damage for which are
liable.

Regular, periodic inspection of the building shall be performed by our
management staff with the customers representative. This is in addition to the
regular nightly inspection to be performed by the Supervisor.

SCHEDULE OF CLEANING

Nightly cleaning services shall be rendered five nights each week, Monday
through Friday, except on legal holidays.

DAY PERSONNEL SERVICE (IF REQUIRED)

Contractor shall provide uniformed day personnel whose duties will be
coordinated with building management. They shall work eight hours per day,
five days per week, Monday through Friday, excluding legal holidays to perform
the following:

ENTRANCE LOBBY

Police and maintain the lobbies to insure they are kept in a neat and clean
condition. Lobby glass shall be washed and cleaned as necessary. Particular
attention shall be given floor and glass doors during inclement weather.

LAVATORIES

Day personnel shall make periodic checks of lavatories so that they are kept
in a neat and clean condition. Lavatories shall be replenished with supplies.
Fixtures shall be cleaned as necessary, waste cans emptied, etc.

BUILDING EXTERIOR

Entrance of building shall be swept clean of litter and hosed down when
possible. Sidewalk shall be kept clean and free of snow and ice within the
limitation of regular manpower staffing and equipment provided. Police and
maintain loading and driveway areas to insure they are kept neat and clean.

INTERIOR PUBLIC AREAS

Interior public areas will be policed and mopped as necessary.

MISCELLANEOUS

Perform other duties as assigned by Building Management and Contractor.

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