[IMAGEGOVERNMENT OF KARNATAKA STAMP RS. 100] LEASE AGREEMENT

Exhibit 10.16

[IMAGE—GOVERNMENT OF KARNATAKA STAMP RS. 100]

LEASE AGREEMENT

THIS LEASE AGREEMENT executed at Bangalore on this the 23^rd day of February 2004 by Mr. M. Zabulon Athisayam, aged about 34 years, S/o Late Maharaja Nadar, and Ms. Deva Pouse Christy Bai, aged about 28 years, W/o Mr. Zabulon Athisayam, both residing at No. 988, 4^th Cross, Ashok Nagar, Bangalore 560 050, hereinafter called the “LESSORS” which expression shall, wherever the context so requires or admits mean and include their heirs, executors, legal representations, administrators, assigns of one part: AND: Impulsesoft Private Limited, a Company incorporated under the Indian Companies Act, 1956 having its registered office at No. 690, 15^th Cross, 2^nd Phase, J.P. Nagar, Bangalore 560 078 and represented herein by its Chairman and Director Mr. M. Chandrasekaran and hereinafter referred to as the “LESSEE” which expression shall, wherever the context so requires or admits mean and include its successors and assigns of the other part:

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and based on the aforesaid representations, the Lessee has agreed to take on lease the premises named No. 690, 15^th Cross, II Phase, J.P.Nagar, Bangalore 560 078, which is the Schedule Property compositely having a super built-up area of 15000 sq. ft approximately, together with five car parking space. (Two (2) car parking space and 140 KVA Transformer erected, at the portion of the premises ear marked for the other three (3) car parking space)

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The Duration of the Lease in respect of the Schedule property shall be for a period as per the opening paragraph of this Lease Agreement commencing from March 13, 2003 till 30^th April’2008 and the month of tenancy being the English Calendar month. During this period of tenancy the Lessors shall have no right to terminate the Lease Agreement.

The Lessee shall be responsible to take care of the maintenance of the Schedule property.

The Lessors shall bear and pay all the property taxes, rates and cesses directly to the concerned authorities with regard to the Schedule property. In the event of any non-payment of such taxes, rates or cess by the Lessors, if any action or claim is brought against the Lessee, then, the Lessors shall be solely responsible to defend the Lessee against such actions or claims and settle all such actions or claims at their sole expense and the Lessors shall at all times keep the Lessee indemnified in this regard.

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The Lessee shall bear and pay the electricity and water charges directly to the concerned authorities in respect of the Schedule property as per the separate electricity meter(s) and water meter provided therein.

The Lessee shall furnish the Lessors along with payment of rents, copies of the Bills for each month and the receipts for having paid the dues to Electricity and Water Charges.

The Lessee shall not effect any additions or alterations to the Schedule property, without the previous written consent of the Lessors, save and except, such modifications required for fixing office equipment and light machinery for business purposes, such as computers, air-conditioners, internal partitions of temporary nature, and such other light appliance as is needed for carrying on the business operations of the Lessee, interior decoration, provided however, that no damage is caused to the Schedule property and it should be restored back to its original condition as at the time when it was leased out and all expenses and costs for such restoration shall be borne by Lessee only.

The Lessee shall not be entitled to sub-lease under-lease, transfer or assign the lease-hold interest or part with possession directly or indirectly in respect of the whole or part thereof or even use the Schedule property for any franchise trade or under any other arrangement whatsoever without the written permission of the Lessors. It is specially understood that even sub-lease or sub-letting in favour of any holding company, subsidiary company or company under the same group of management of the Lessee are not excluded from the aforesaid condition. The Lessors shall not withhold any such consent unreasonably.

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The Lessors shall, at their own cost and expense take-out a comprehensive insurance coverage comprising of insurance against fire, storm, flood and riots, terrorist attacks, of the Schedule property and the Lessee shall not be responsible for taking out the aforesaid insurance or paying any insurance premium in this regard. In this regard, the Lessors, expressly agree that they shall provide the Lessee with the certificate of the insurance obtained by them prior to the commencement of the lease rent payable by the Lessee, i.e., prior to 31^st May’2004.

The Lessors expressly agree that they are solely and absolutely responsible to settle and resolve and keep the Lessee indemnified at all times against all claims, suits, disputes and actions arising in any court of law or otherwise, relating to the Schedule property whether or not disclosed to the Lessee or whether prior to or after the sale of the Schedule property from the previous owner to the Lessors and shall make good any loss and damage, expenses including court costs and reasonable fees and expenses of attorneys, expert witnesses and other professionals, arising out of or resulting from all suits, claims and disputes accruing to the Lessee in relation to the Schedule property. The Lessors in this regard expressly agrees that they are providing this indemnity to the Lessee on their own free will and volition, unconditionally, without any coercion or force or any kind of misrepresentation by the Lessee.

In the event if the Lessors transfer, alienate, encumber or otherwise dispose of or deal with the Schedule property or any part thereof or in their right, title and interest during the term of the lease, the Lessors shall advise the Lessee about the same in writing and the Lessors shall ensure that the future owner or successor-in-title to the Schedule property shall agree to be bound by the terms of this Lease Agreement. The future owner or successor-in-title to the Schedule property shall further attorn the Lessee as its own Lessee.

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In the event that the Schedule property or part thereof becomes unfit for occupation or use by the Lessee by reason of the occurrence of any force majeure event, the Lessee shall inform the Lessors by notice in writing, of the fact that the Schedule property is unfit for use, and the payment of rent shall remain suspended for the period commencing from the date of such notice until such time as the Schedule property remains unfit for occupation or use. Provided that in the event the Schedule property remains unfit for use for a period greater than one (1) month from the date of notice, the Lessee shall be entitled to terminate the Lease Agreement forthwith. In the event that the Lessors remedy the defect and make the Schedule property fit for occupation and use within one (1) month from the date of the notice, the Lessee shall be liable to pay rent from the date the Schedule property are restored to a condition fit for use and occupation by the Lessee and the period of the lease shall be extended by the same amount of time for which the rent remained suspended for which extended period the Lessee shall pay the rents agreed.

The Lessee shall comply with all the rules and regulations provided to the Lessee in this regard which are set by the Lessors or any other authorised body, undertaking the maintenance of the building, with regard to all subjects, including the fixing or air conditioners, affixing of name plates, graphics or hoardings or any advertisement material etc. Non-compliance of any rules and regulations in this regard, shall constitute breach of the terms of this Lease Agreement.

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The Lessors or their authorized agents, shall have the right to enter upon and inspect the Schedule Property at all reasonable hours on any working day, after the due notice of 7 (Seven ) days to the Lessee.

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Upon the lapse of the lease period or earlier termination thereof, the Lessors shall ensure that the security deposit as specified in this Lease Agreement is forthwith returned to the Lessee subject to appropriate deductions in the event the Lessee has failed to pay the lease rent or payment towards the electricity, water and maintenance charges during the period of lease.

Notwithstanding anything contained in this Lease Agreement, any delay or failure on the part of the Lessors in refunding the security deposit will entail interest at the range of 24% per annum from the date of expire of the lease period or earlier termination of the lease till the date of the refund and the Lessee shall be entitled to retain the keys to the Schedule Property and retain the possession of the Schedule property, without any obligation to pay rent and at the sole option of the Lessee, sub let either the whole or any part of the Schedule property to any third party till such time as the security deposit is returned to the Lessee by the Lessors.

Without prejudice to the foregoing, nothing in this Lease Agreement shall in any manner prejudice the rights of the parties arising either under this Lease Agreement or under law.

The Lessee shall use the two (2) car parking space for parking cars and three (3) car parking space is used for erecting the 140 KVA Transformer and not for any other purpose. The 140 KVA Transformer has been erected with the prior permission of the previous owner of the Schedule property who has shared the costs towards the erection of the same.

The car parking space herein is also treated as part of the Schedule property.

The Lessee shall deliver back vacant possession of the Schedule property to the Lessors on the expiry of the period of lease or earlier, termination, in the same condition in which it is leased, subject only to normal wear and tear and irresistible force and to any mutually agreed alteration by the Lessors and Lessee.

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This Lease Agreement is executed in duplicate. The original of this Lease Agreement shall be retained by the Lessee and the duplicate shall be delivered to the Lessors.

Notwithstanding any other agreement, deed or exchange of letters or discussions hitherto exchanged, between the parties in the matter of the Lease of the Schedule Property, the terms of this Lease Agreement alone shall prevail and bind the parties.

The Lessors have handed over the fittings and fixtures fully described in the Annexure to this Lease Agreement for use of the Lessee and Lessee undertakes to deliver the same in good order and condition at the time of delivering vacant possession of the Schedule property, subject to normal wear and tear. In the event of any damage to the items or loss of item mentioned in the Annexure, which damage is directly, solely and absolutely attributable to the act/omission/negligence of the Lessee, it shall be the responsibility of the Lessee to carry out repair and/or replacement of those items failing which the Lessee shall pay the cost of those items damaged or lost.

Any notice herein may be given and shall be valid if sent by hand delivery and written acknowledgement obtained therefore or by registered post acknowledgement due at the address of the parties mentioned above and the same shall if so sent be deemed to be duly delivered. Any party may from time to time change its address for receipt of notices by giving to the other party, prior written notice of not less than 15 days of such change and such notice of change of address shall be sent under Registered Post Acknowledgement Due.

Mr. M. Chandrsekaran, Chairman & Director, Impulsesoft Private Limited has been authorised by the Board of Directors of the Lessee Company, to execute this Lease Agreement on behalf of the Lessee.

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In case of any dispute arising in respect of this Lease Agreement, the matter shall be referred to arbitration in consonance with the provisions of the Indian Arbitration and Conciliation Act, 1996, as may be amended from time to time, and the arbitral tribunal shall consist of three arbitrators, one each nominated by the Lessors and the Lessee who shall then jointly nominate the third arbitrator. The decision of the arbitrators so appointed shall be binding upon the Lessors and the Lessee. The law governing the arbitration proceedings shall be Indian law and the proceedings shall be held at Bangalore and conducted in the English language.

SCHEDULE TO THE SCHEDULE PROPERTY REFERRED TO ABOVE

All that piece and parcel of the property bearing No. 690 situated in 15^th cross, 2^nd phase/stage, Sarakki, Bangalore (now known as J.P. Nagar 2^nd Phase) in all compositely having a super built up area of 15000 square feet with five (5) car parking space (two (2) car parking space for parking two (2) cars and the parking space for three (3) other car parking space is used for erecting 140 KVA Transformer) Corporation Ward No. 57, bounded on East by Site No. 689, West by: 14^th Main Road, North by : Site Nos. 659 and 660 and South by : 15^th Cross Road, measuring East to West 24.38 mtrs, and north to South 35.35 + 36.27/2 mtrs with residential building of RCC roof basement, Ground and First Floor.

IN WITNESS WHEREOF the parties have executed the Lease Agreement, in the presence of the witnesses attesting hereunder.

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SCHEDULE 2

RECEIPT FOR SECURITY DEPOSIT

We, the Lessors, namely:

the Lessors of the Schedule property confirm having received from the Lessee an amount of Rs.2,50,000.00 (Rupees Two Lakh Fifty Thousand Only) vide cheque number: 116846, dated 23^rd February’2004 drawn in favour of Mr. Zabulon Athisayam drawn on Union Bank of India, Industrial Finance Branch, Bangalore –560 027._ (name of bank) and of Rs.2,50,000.00 (Rupees Two Lakh Fifty thousand Only ) drawn in favour of Mrs. Deva Pouse Christy Bai vide cheque number: 116847 dated 23^rd February’2004 drawn in favour of Mrs. Deva Pouse Christy Bai drawn on Union Bank of India, Industrial Finance Branch, Bangalore –560 027. (name of bank) Bangalore, towards the security deposit as referred to in clause 2 of this Lease Agreement.