LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into at Bangalore on this 1st day of
June 2004 between Ingo Property Developers Private Limited, a company registered
under the Indian Companies Act and having its Registered Office at 75, 3rd Cross,
Residency Road, Bangalore 560025 represented by its DIRECTOR,
Mr. Sri K.L.Srihari, herein after called and referred to as the “LESSOR” [which
expression shall unless it be repugnant to the context, be deemed to include all the
Partners present or future, survivor or survivors of them and their respective legal
heirs, legal representatives, executors, administrators and assigns] of the ONE PART.

AND

Omnicare Clinical Research India Private Limited, a Company incorporated under the
provisions of the Indian Companies Act, 1956 and having its Registered office at No.
208,II Floor, Midford House, Off M G Road, Bangalore - 560001 represented by its
DIRECTOR, Mr. Pai hereinafter called the “LESSEE” [which expression shall, unless
repugnant to the context or meaning thereof, be deemed to include its successor and
assigns] of the OTHER PART.
WHEREAS

A. The LESSOR is the absolute owner of a part of the premises named “The Estate”,
on fourth floor of the Complex on the property bearing and situated at Dickenson
Road Bangalore, measuring 5300 sq. ft. built up area as per building plans
submitted to the LESSEE and more fully described in the schedule hereunder and
referred to as “THE SCHEDULE PREMISES”.

B. The LESSEE is desirous of taking the SCHEDULE PREMISES on lease and in

that context, has approached the LESSOR for a lease being granted to the
LESSEE in respect of the SCHEDULE PREMISES. The LESSOR has agreed to
grant lease of the said SCHEDULE PREMISES upon the terms and conditions
hereinafter agreed, both the LESSOR and the LESSEE have mutually agreed to
reduce the terms and conditions of the lease into writing

C. That in pursuance of the above said agreement and in consideration of the

monthly rent herein reserved and service charges stipulated and all the covenants,
conditions, agreements hereinafter contained, the LESSOR hereby demise unto
the LESSEE all that 5300 Sq. Ft. in the fourth floor of the SCHEDULE
PREMISES more fully described in the schedule hereunder together with all
rights, liberties, advantages, in any way connected and enjoyed with the said
SCHEDULE PREMISES

TERMS AND CONDITIONS

NOW THEREFORE THIS DEED WITNESSETH :

1. Monthly Rental : Monthly Rental of Rs 265,000 (Rupees Two Lakhs Sixty

Five Thousand only) shall be paid to the LESSOR on or before the 5th of the
every calendar month

2. Monthly Maintenance : Monthly Maintenance of Rs 10,500

(Ten Thousand Five Only) including any related charges that may arise in
future shall be paid directly to the Building Management/Association on or
before the 5th of the every calendar month.

3. Deposit/Advance: An interest free refundable deposit amounting to Rupees

26,50,000/- (Rupees Twenty Six Lakhs Fifty Thousand Only) shall be paid
by the LESSEE to the LESSOR during the tenancy of this Lease Agreement.
Token advance Rs.500,000(Rupees Five Lakhs Only) shall be paid at the
time of signing of the agreement and the remaining amount Rs. 21,50,000
(Rupees Twenty One Lakhs Fifty Thousand Only) shall be paid on
00.00.2005

4. Lease Period: The agreed term of lease is for 3 (Three) years with effect from
November 1st 2005 with a lock in period of One year.
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5. Escalation of Rent: The rental portion is subject to escalation of 5 % (Five
Percent only) per annum from the beginning of the Second year of the lease.

6. Possession of the Premises & Modifications: LESSOR shall handover the

possession and make arrangements for Modification if any to the said
premises as per Annexure, within 30 days from signing of this agreement and
on payment of full advance of Rs. 26,50,000/-.(Rupees Twenty Six Lakhs
Fifty Thousand Only)

7. The LESSOR does hereby acknowledge the receipt of Rs………….. vide

DD No………. dated ………… drawn on …….. Bank,……… branch towards
the said deposit

OTHER TERMS AND CONDITIONS

1. The Tenancy month shall be an English Calendar month commencing

from first day of each month ending with the last day of the same month.

2. The LESSEE shall not be entitled to sub-let the SCHEDULE PREMISES

or any portion thereof or to transfer and assign the lease and the benefit,
there-under without the prior written permission of the LESSOR.

3. In case of default in payment of the rent by the LESSEE for three

consecutive months, the LESSOR reserves the right to enter the premises
and take possession of the SCHEDULE PREMISES deemed to have been
vacated by the LESSEE without giving any notice whatsoever. The Rent
for such months and an additional one month as liquidated damages shall
be deducted from the deposit paid by the LESSEE to the LESSOR.

4. The LESSEE shall pay all charges for the consumption of electricity and
water as per separate meter/s installed in the SCHEDULE PREMISES. It
is hereby agreed that the LESSOR shall provide and ensure normal supply
of Electrical power, water and such services and amenities as required and
applicable to the SCHEDULE PREMISES as prescribed under the
building and / or municipal rules, regulations and laws. The payment for
such other services and amenities shall be on such terms and conditions as
may be agreed and as will be applicable to other LESSEE in the
SCHEDULE PREMISES. The LESSEE shall pay all the bills for charges
of the electricity consumed as per the bills issued by the electric energy
provider as soon as the bills thereof are presented to the LESSEE,
according to the separate electric meters.

5. The LESSEE shall permit the LESSOR or its agents from time to time and
at all reasonable times during office hours in the day upon sufficient notice
with or without workmen and others to enter upon the said SCHEDULE
PREMISES to view the state of affairs and conditions of the same.
Provided, however, it is hereby agreed that such permission by the
LESSEE shall be subject to the permission or approval of such authorities
as may be required to be obtained by the LESSEE.
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6. Upon the expiration of the period of lease or its earlier expiration herein
provided, the LESSEE shall yield and deliver unto the LESSOR peaceful
possession of the SCHEDULE PREMISES on the LESSOR returning the
security deposit.

However, if the LESSOR fails to refund the said Security Deposit,

simultaneous with the LESSEE handing over vacant and peaceful
possession of the said demised premises and if the LESSOR fails to return
the said deposit after a grace period of 15 days from the date the said
deposit is refundable, the LESSOR shall pay to the LESSEE until such
time that the said amount is refunded, interest at the rate of 4% (four
percent) per month on the said amount.

7. To use the said space only for the purpose of carrying on the business of
the LESSEE and not to do or permit to be done upon the said space
anything which may create or cause nuisance or annoyance or disturbance
to other occupiers of the building occupying the other portion of the said
building or other buildings. Not to damage the space in any manner.

8. The LESSOR undertakes and declares that he has good right and title and
interest in the Demised Premises and has full power and absolute authority
to give the Demised Premises on Lease to the LESSEE. LESSOR hereby
declares and confirms that the Demised Premises is free from all
encumbrances, court attachments and other charges of whatsoever nature
and the LESSOR has good and clear title to the said Demised Premises. In
case any body else has any objection of whatsoever nature as regards the
arrangements arrived at between the LESSOR and the LESSEE in respect
of the Demised Premises, the LESSOR shall indemnify and keep
indemnified the LESSEE against all costs, charges, expenses,
compensation and damages, if any, at any time.

9. The LESSOR shall keep the entrance and landing leading and/or adjacent
to the SCHEDULE PREMISES and the staircases clean and properly
lighted.

10. The LESSEE shall be at liberty during the Lease period and the subsequent
renewal thereafter to make or construct at its own cost and expenses any
fittings and fixtures in the Demises Premises; and other equipment like
cabins and partitions, to put wooden panels, to install additional wiring
cables, electrical boards, air-conditioning, air-conditioning plants,
generators, DG set, to install telephones, computers, UPS, fax machines,
screen shelves, racks sub-blind and / or fittings and things without thereby
causing any damage to the Demised Premises, and to make such
alterations or additions or charges in the Demised Premises. Provided
however, that such alterations or additions shall be in accordance with the
building bye-laws and the building’s structural design and safety. It is
further understood between the parties that the title to all the aforesaid
furniture, fixtures and fittings shall at all times belong to the LESSEE and
upon the end of the term of this Lease or the termination thereof, the
LESSEE shall have full liberty to remove and or dispose the fittings and
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 fixtures which they have installed, in any manner deemed appropriate by
the LESSEE, provided however that in doing so the LESSEE shall not
cause any damage to the demised premises and restore the Demised
Premises to its original condition at the time of handing over the premises
to the LESSOR subject to normal wear and tear.

11. The LESSOR has provided the normal and standard electric connections,
points, fixtures and switches as would be applicable to the SCHEDULE
PREMISES.

12. The LESSOR shall allow and permit the LESSEE to affix the LESSEE’S
name plate, sign board/s on the exterior of the SCHEDULE PREMISES
and also at the main entrance of the SCHEDULE PREMISES and as such
other points and places which belongs to the LESSOR as may be
considered necessary in consultation with the LESSOR. The LESSOR
shall allow and permit the LESSEE at the cost of the LESSEE to display
neon signs or other advertisement outside the SCHEDULE PREMISES.
However, display of such Sign-Boards or neon lights shall not be put up in
a place, where LESSOR is not permitted to do so.

13. In the event of the LESSEE desiring to terminate the lease after the one
year lock-in period hereinbefore mentioned, three months’ notice in
writing to the LESSOR shall be given and at the expiry of the said period,
the lease shall stand terminated.

14. If any notice is required to be given by either party to the other party, the
same shall be given by personal delivery or by Registered Post and it shall
be deemed to have been received by the party to whom it is sent, if
personally delivered, under acknowledgement, if sent by Registered Post
on the expiration of 10days from the date of which the envelope containing
office notice shall have been handed over to the Post Office for onward
transmission. The notice shall be given to the relevant party at their
address mentioned hereinbefore, unless otherwise intimated by that party.

15. The LESSOR shall insure the SCHEDULE PREMISES against fire, storm,
earthquake and such other risks generally applicable to building. The
LESSEE shall be responsible for insuring all their own equipment and
officials or workmen against any risk of fire and other accidents of similar
nature connected with the use of the SCHEDULE PREMISES.

16. The LESSOR shall carry out the annual maintenance of Air Conditioners,
Diesel Generator Set, and the Uninterrupted Power Supply (UPS) system
provided by the LESSOR in the said premises.

17. The LESSOR hereby permits the LESSEE to draw power cable through
conduits / cable tray from the place of DG Set and / or UPS placed at
ground floor / open space / roof top, as the case may be, subject to building
bylaws, regulations and procedures.

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18. The LESSOR hereby permits LESSEE for 24 Hrs access to the demised
premises throughout the term of the lease.

19. To offer full co-operation to the LESSEE to process through an application

made by the LESSEE to the Municipal Corporation or any other concerned
authorities for obtaining necessary permissions /sanctions which are
required by the LESSEE to carry out its business & project.

20. That the LESSEE shall be entitled to peacefully and quietly hold and enjoy
the said premises during the period of the lease or any further renewal
thereof without any eviction, disturbance or interruption by the LESSOR
or any person or persons claiming by from through under or in trust for the
LESSOR or otherwise howsoever.

21. The LESSEE, their servants, agents, employees shall be entitled to use the
said space together with the right to access thereto & or all passages,
entrances, stairs, lobbies, lifts, porches landings, gates or to other pathways
for and ingress thereto and ingress there from to the main road (which
shall be held unless exclusively held/appurtenant, in common with other
entitled to similar use and without causing any disturbance to others);

22. The LESSOR shall maintain the said space in proper habitable conditions
at his cost by carrying out all kinds of major structural repairs and
maintenance in respect of the said space whenever necessary.

23. It is hereby agreed between the parties hereto that the LESSOR shall not
terminate the Lease during the term of the Lease or its renewal thereof if
the LESSEE complies with all the terms & conditions and obligations
required to be performed by them under this Agreement but the LESSEE
has the option to terminate the lease at any time by giving three months
notice to the LESSOR after the initial lock-in period of one year from the
date of the start of the lease period.

24. It is hereby expressly agreed that if at any time there shall arise any
dispute, doubt or difference or question with regard to interpretation of this
agreement or in respect of the rights, duties & liabilities of the parties
hereto arising out of these present, then every dispute, doubt difference or
question shall be referred to arbitration as per the provisions of the
Arbitration & Conciliation Act, 1996 and the rules framed there under.
Two arbitrators are to be appointed, one by each of the parties and third to
be appointed by the said two arbitrators. The decision of the Arbitrators
shall be final & binding to the parties to this deed.

25. The Parties hereto unconditionally and irrevocably agree to submit to the
exclusive jurisdiction of the competent courts in Bangalore , India only
with regard to any question or matter arising out of this agreement and any
other documents that may be executed by the parties hereto or any of them
in pursuance hereof or arising here from.
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 Details of the Scheduled Premises
Commercial Property bearing “The Estate” premises situated at Dickenson
Road, Bangalore, as detailed below:

Super Built Up Area : 5300 sft– 4th Floor

Power : 40 Kva
Parking : 2 Car parks.
Rent : Rs. 50 per sft + Maintanance
Deposit : 10 Months
Generator : 100%
Consumption Charges : As per norms
Lease Duration : 3 Years
Lock In Period : 12 months
Escalation : 5 % every Year
Possession : 30 days from confirmation

IN WITNESS WHEREOF the LESSOR and the LESSEE referred to above have set
their respective hands at Bangalore on the date, month and year first above written.

Signed for and on behalf of Signed for and on behalf of

INGO PROPERTY DEVELOPERS PVT LTD OMNICARE CLINICAL RESEARCH INDIA

PVT LTD
(LESSOR) (LESSEE)

DIRECTOR DIRECTOR

Signed in the presence of Signed in the presence of

1. ………………………. 2. ……………………….

………………………. ……………………….