EX-4.23 3 f83402exv4w23.txt EXHIBIT 4.23 EXHIBIT 4.23 [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment to be filed separately with the Commission. TRANSACTION AGREEMENT This Transaction Agreement ("AGREEMENT") is made at Chennai as of the 16th day of July, 2002, (EXECUTION DATE) amongst: WIPRO LIMITED, a company incorporated and existing under the Indian Companies Act, 1913 having its registered office at Doddakannelli, Sarjapur Road, Bangalore - 560 035 acting through its Infotech division (hereinafter referred to as "WIPRO" which expression shall unless repugnant to the meaning and context thereof be deemed to include its successors and permitted assigns); AND SATYAM INFOWAY LIMITED, a Company incorporated under the Companies Act 1956, having its Registered Office at Mayfair Centre, 1-8-303/36, S.P.Road, Secunderabad - 500003 and its Corporate Office at Tidel Park 2nd floor, No.4, Canal Bank Road, Taramani, Chennai - 600113 (hereinafter referred to as "SIFY" which expression shall include its successors and permitted assigns), a subsidiary of Satyam Computers Services Ltd of the other Part; WHEREAS: 1. Wipro is a software services company, a major player in the IT services, solutions and technology service space. Wipro is inter alia an Internet Service Provider (ISP), which business is being pursued under a valid ISP license from the Department of Telecommunications, Ministry of Communications, Government of India. 2. Wipro has entered into Service Level Agreements with Customers to provide various ISP related Services and as on the date of this Agreement Wipro has entered into agreements with 234 customers for providing various services there under. 3. SIFY is also an Internet Service Provider holding a valid Internet Service Provider License issued by the Department of Telecommunications, Ministry of Communications, Government of India and is in the business of providing ISP related Services. 4. Wipro proposes to transfer its Customers together with the rights and liabilities under the Service Level Contracts and SIFY proposes to accept the Customers together with the rights and liabilities under the Service Level Contracts by way of Novation of Service Level Contracts and Parties herein have entered into a Memorandum of Understanding dated 21st June 2002, recording preliminary understanding between the Parties. 5. Parties now proposes to effect a seamless and convenient customer transfer by entering into these presents which would set out the contractual rights and obligations of the Parties. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth in this Agreement, the Parties hereto agree as follows: ARTICLE - I DEFINITIONS AND INTERPRETATION 1. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: "AFFILIATE" means, with respect to any entity, another Person which controls, is controlled by or is under common control with such entity. For the purpose of this definition, "CONTROL" includes the possession, directly or indirectly, of the power to constitute the majority of the Board of Directors of an entity or to direct or cause the direction of the management policies of a Person whether through the ownership of the voting securities of such Person or by contract or otherwise. "AGREEMENT" means this Transaction Agreement including all Annexures, Schedules and Exhibits hereto and any written modifications thereto. "APPLICATION DOCUMENTS" means the applications to be made by SIFY to any Governmental Authorities including the DoT for obtaining necessary approval for servicing the Customers pursuant to transfer. "BOARD OF DIRECTORS" OR "BOARD" mean the Board of Directors of the Company. "BUSINESS" means business of providing ISP services in terms of SLA. "BUSINESS DAY" means any day except a Saturday, Sunday or other day on which commercial banks in Bangalore, India are authorized or permitted by Law to close. "CHARTER DOCUMENTS" means Memorandum of Association and Articles of Association of Wipro or SIFY as the case may be. "COMPLETION DATE" means date on which Parties have completed the Customer transfer as envisaged under this Agreement by execution of Novation Agreement by parties and Customer; and SIFY providing Customer Last Mile Connectivity to the Customer and in any case not later than September 30,2002. "CONFIDENTIAL INFORMATION" means information delivered by a Party to another Party in connection with the Transactions that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Party as being confidential information of such delivering Party, provided that such term does not include information that (a) was publicly known or otherwise known to such receiving Party prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such receiving Party or any Person acting on such Party's behalf, or (c) otherwise becomes known to such receiving Party other than through disclosure by the delivering Party or any Person with a duty to keep such information confidential. "CORPORATE APPROVALS" means each of the internal approvals obtained by Wipro, and SIFY respectively to execute this Agreement as well as pursue Closing. "CUSTOMER" means Persons who have entered into SLA with Wipro for availing ISP related services and more particularly listed in Schedule I. "CUSTOMER LAST MILE CONNECTIVITY" means providing connectivity between respective Customer location and SIFY POP. "DoT" means Department of Telecommunications, Ministry of Communications, Government of India. "EACH PARTY" means individually each of the parties to the Agreement. "EXECUTION DATE " means the date on which this Agreement is signed. "GOVERNMENTAL APPROVAL" means any consent of or permission of any Governmental Authority. "GOVERNMENTAL AUTHORITY" means any relevant department Government of India such as Department of Telecommunications and Telecom Regulatory Authority of India, or any other political subdivision thereof; any entity, authority or body under control of Government of India and exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission, instrumentality of India or Companies where Government of India is a major Shareholder as the case may be, or any political subdivision thereof; any court, tribunal or arbitrator; and any self-regulatory organization and includes the Bharat Sanchar Nigam Limited (BSNL) and Mahanagar Telephone Nigam Limited (MTNL). "ISP" means Internet Service Provider providing service to Customers in terms of license issued by DoT, Ministry of Communications, Government of India. "LAW" means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) governmental approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority. "NOVATION" means introduction of SIFY as Service Provider in the respective SLA with the Customer, by substituting SIFY as Service provider in the place of Wipro, without alteration of any of the terms of Service by way of a Novation Agreement to be executed by and between Parties and the respective Customer, and once executed will have the effect of extinguishing the SLA vis a vis Wipro in terms of s.62 of Indian Contract Act, 1872. "OPERATING COST" mean Internet bandwidth, Inter city bandwidth, ISDN dial out cost, dial back up cost, OFC charges to BSNL, MTNL, rent of POPs, electricity charges, security charges, leased line, telephone line maintenance charges, telephone expenses of the POPs, diesel charges for running generators, hire charges of generators, salaries, conveyance and staff welfare expenses of people deployed in nodes for operating nodes and handling customer support, office maintenance expenses of POPs. Operating cost shall not include depreciation costs, salary and expenses related to sales and back office people, maintenance contract for hardware and software and expenses incurred in recovery of money from customers. "PARTY OR PARTIES" means the parties to this Agreement, and Party shall mean any one of them. "PERSON" or "PERSONS" means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity. "PHYSICAL TRANSFER" means direct connection established between SIFY and the Customer locations for all services covered under the Novation agreement, independent of Wipro infrastructure. "POP" means Point of Presence. "REPRESENTATIVES" means, as to any Person, its accountants, counsel, consultants (including actuarial, and industry consultants), officers, directors, employees, agents and other advisors and representatives. "SERVICES" means various ISP related services provided or to be provided to the Customer by Wipro or SIFY as the case may be under the SLA. "SERVICE REVENUE" or "REVENUE" means and includes all moneys payable by the Customer for availing the service including Statutory Levies if any for the month of June 2002 under US GAAP and orders received, pending and/or in the course of execution, but does not include secured deposit or any amount refundable to the Customer. "SLA" means Service Level Agreements and Legal Agreements executed by and between the Wipro and respective Customers for providing ISP related Services and specified in Schedule I. "TELECOM SERVICE PROVIDER" means any telecom service provider licensed by DoT, to provide the telecom related services. "THIRD PARTY" means any person other than Wipro and SIFY. "TRAI" means Telecom Regulatory Authority of India. "TRANSITION PERIOD" means period commencing from July 01, 2002 to September 30, 2002. "TRANSACTION" means transaction of transfer of Customer pursuant to this Agreement. "US GAAP" means United States Generally Accepted Accounting Principles. "VPN SERVICE" mean Virtual Private Network. 1.2 OTHER DEFINITIONS In addition to the terms defined in Article 1.1, certain other Capitalized terms are defined elsewhere in this Agreement and whenever such terms are used in this Agreement they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires. 1.3 INTERPRETATION: (a) Reference to Articles, Recitals, Annexures, Schedules and Exhibits are references respectively to articles, recitals, annexures, schedules and exhibits to this Agreement. (b) For the purpose of this Agreement, where the context so admits, the singular shall be deemed to include the plural and vice-versa. (c) References to any document being in agreed terms are to that document in the form signed on behalf of the Parties for identification. (d) The headings and sub-headings are inserted for convenience only and shall not affect the construction of this Agreement. (e) Except where the context requires otherwise, references to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions (whether before or after the date hereof) from time to time. ARTICLE 2 CUSTOMER TRANSFER 2.1 Subject to the payment of consideration specified in Article 3, and the terms and conditions contained herein, Wipro hereby transfer and assign the Customers of its Business more particularly identified in Schedule 1 of this Agreement to SIFY and SIFY hereby accept, take on and service the Customers together with all rights and liabilities under the respective SLA entered into by the Customer with Wipro. 2.2 Parties hereby agree that the Customer transfer shall be subject to Wipro obtaining proper and valid Novation of SLA in favour of SIFY and such transfer shall take effect simultaneously upon execution of the Novation Agreement between the Parties and the Customer. 2.3 Immediately upon execution of Novation Agreement between the parties and the Customer, SIFY shall provide Service to Customers as specified under the SLA on sole basis. SIFY will use the infrastructure of Wipro and Wipro agrees to provide such infrastructure for providing service till the Physical Transfer of customers as per the terms of this agreement. However, it shall be the responsibility of SIFY to ensure that the Physical Transfer takes place immediately after execution of Novation Agreement and in any case, not later than the Completion Date. 2.4 Wipro had agreed to Service the Customers as per the terms and conditions of SLA's entered into by and between Wipro and the respective Customers details of which are listed out in Schedule 1 to this Agreement. Simultaneously upon execution of the Novation Agreement, SIFY shall substitute Wipro as service provider and performing party under the SLA and Service the Customers in strict adherence to the terms and conditions specified in the SLA and shall consequently accept all rights and obligations under the SLA as if SIFY is the service provider and performing party under the respective SLA's. SIFY shall provide such Service to the transferred Customers in conformity with the DoT Licence, TRAI guidelines and any other rules and regulations issued by the Governmental Authorities from time to time in this regard. 2.5 Consequent upon execution of each Novation Agreement, Wipro shall cease to operate as Service provider vis a vis the respective Customer and such Novation shall have the effect of extinguishment of all Service obligations undertaken by Wipro under respective SLA. 2.6 Any stamp duty in India arising in respect of transfer of the Customer by Wipro shall be borne by SIFY. 2.7 The Parties agree that it will be the joint responsibility of SIFY and Wipro, to obtain the Governmental Approval, if any, for Customer transfer. However obtaining Government Approvals, for continuation of business post Novation, shall be the sole responsibility of SIFY. Parties shall therefore in good faith co-operate with each other in the preparation of the Application Documents to the Governmental Authorities to obtain relevant Governmental Approval. 2.8 Each of the Parties shall do all such things and execute all such documents as may be required to give effect to the transfer and Novation contemplated herein. 2.9 SIFY shall accept all the Customers who have agreed to transfer by execution of Novation Agreement in accordance with the terms of this Agreement, except the following: a. As on July 01, 2002, the Customer, has not paid outstanding dues to Wipro for Services provided under SLA for a period exceeding 90 days from the date such amount has become due. b. Customer is an ISP that does not have an ITSP license as per Government Regulations. c. Customer has subscribed for internet bandwidth services and the service terms for internet bandwidth service offered currently by Wipro under the SLA is in deviation from that offered by SIFY, and that the Customer is not agreeable to the internet bandwidth service terms offered by SIFY. In respect of Customers specified in 2.9(a) to (c), SIFY shall have an option either to accept them or not. However, SIFY shall exercise the Option any time on or before July 31, 2002. ARTICLE 3 CONSIDERATION FOR TRANSFER OF CUSTOMERS 3.1 Upon execution of each Novation Agreement and transfer of Customer there under, Wipro shall be entitled to a consideration from SIFY as per the formula given below: a) In respect of VPN services, consideration payable to Wipro in respect of a Customer shall be a sum equal to [*]% of the [*] times Service Revenue of the Customer and b) In respect of other services, consideration payable to Wipro in respect of a Customer shall be a sum equal to [*]% of the [*] times Service Revenue of the Customer. The consideration as provided under Article 3.1 shall become due and payable as on the date of execution of Novation Agreement by the Parties and the Customer. 3.2 Immediately upon execution of this Agreement, SIFY shall pay a sum of Rs.[*] million to Wipro, which amount shall be adjusted against the consideration payable by SIFY to Wipro under Article 3.1. If the entitlement of Wipro under Article 3.1 exceeds Rs.[*] Million, SIFY shall make prompt payments to Wipro as and when they become due, subject to the maximum amount specified in Article 3.3. However, if the total entitlement of Wipro under Article 3.1 is less than Rs.[*] Million, then Wipro shall return the balance amount to SIFY within 15 days after [*] or such other extended period as agreed by and between the Parties. Any failure to make payments by the Party, after such payment have become due and payable, shall attract an interest at the rate of [*] % per annum. 3.3 Parties agree that the total consideration payable by SIFY towards Customer transfer as specified in Article 3.1 above shall not exceed an aggregate sum of Rs. [*] Million and no further amounts will be payable by SIFY to Wipro under Article 3.1. ARTICLE 4 INTERLINKING WIPRO POP WITH SIFY POP 4.1 Immediately upon execution of this Agreement, SIFY shall interlink `Wipro POP' with `SIFY POP' in 30 locations specified in Schedule 2 on need basis to ensure seamless and convenient Customer transfer. Not later than 10 days from the date of this Agreement, the Parties shall mutually agree in writing location-wise time schedule for completion of interlinking of POP's as above. 4.2 SIFY shall obtain necessary approval for interlinking from Governmental Authorities and expedite the line connectivity. 4.3 SIFY shall maintain interlinking as specified above until the Completion Date, ensuring proper and effective Customer satisfaction in respect of Services under SLA. 4.4 Until 30th September 2002, SIFY shall pay all expenses direct and indirect incurred either by itself or by Wipro, in connection with establishing and maintaining the Wipro and SIFY POP interlinks in all locations specified in schedule 2 to this Agreement, subject to the maximum amounts specified in Article 7.3. After September 30, 2002, all direct and indirect costs in connection with the provision of service as stipulated under the SLA to the customers who have agreed to transfer by execution of Novation agreement (whether Physical Transfer has been effected or not) shall be incurred by SIFY. ARTICLE 5 NOVATION OF SLA 5.1 Wipro shall transfer the Customers specified in Part A of Schedule 1 to SIFY by way of Novation of SLA as provided herein. 5.2 Notwithstanding other provisions in this Agreement, Customers listed in part B of Schedule 1, shall continue to remain as customer of Wipro, but however subject to Wipro sub-contracting infrastructure from SIFY on a Preferred Partner basis as envisaged under Article 12. The terms of the sub-contract will be negotiated between the parties separately. If the Customer is not agreeable to Wipro front ending the Services, then the said Customer will be given an Option either to accept SIFY as service provider by way of Novation of SLA or termination of SLA as per Article 5.4 here under. 5.3 Novation Agreement to be obtained from the Customers shall be as per the format enclosed in Annexure 3. Wipro and SIFY shall execute the Novation Agreement in respect of SLA for the respective Customer specified in Schedule 1, and thereafter Wipro shall approach the Customer for execution of Novation Agreement. Novation of SLA in favour of SIFY shall become final and binding on the Parties as on the date of execution of Novation Agreement by the Customer 5.4 If the Customer is not agreeable to execute the Novation Agreement and accept SIFY as service provider, then Wipro shall issue notice of termination to such Customers as per termination provisions of the respective SLA and thereafter terminate the SLA. Wipro shall issue notice of termination immediately after customer intimating its refusal to Wipro and in any case before the Completion Date. ARTICLE 6 CUSTOMER LAST MILE CONNECTIVITY 6.1 Upon execution of Novation Agreement by the Customer, SIFY shall forthwith provide, Customer Last Mile Connectivity from SIFY POP to Customer location, but in any case not later than September 30, 2002. 6.2 At present, the Customer locations are connected to Wipro POP either through dial up (Public Switch Telephone Network, Integrated Switch Dial Network) connectivity or leased line connectivity. In respect of dial up Customers, SIFY shall provide Customer Last Mile Connectivity by providing the Customer relevant dial in number of SIFY and routing configuration as applicable. In respect of customers with leased line connectivity, SIFY shall provide Customer Last Mile Connectivity by: a. Procuring application and letter from the Customer for transfer of the "B" end from Wipro to SIFY; b. Making Payment of transfer fee if any, for transfer of line and any other payments for increase in distance from Customer location to SIFY POP that may be levied by any Telecom Service Provider for and on behalf of the Customer; c. Applying for fresh lines for and on behalf of the Customer with Telecom Service Provider, in those cases where the existing lines are in the name of Wipro; and d. Commission the lines for Customer Last Mile Connectivity and start providing Service to Customers. 6.3 Customer lines will be shifted as and when Customer last Mile Connectivity is commissioned by SIFY. However, Wipro shall continue to maintain the intercity links and POP after the Completion Date in order to service those Customers who have been served notice of termination of Services and on a notice period prior to such termination. 6.4 Parties agree that as part of the Transaction, Customer will be moved from being entirely in the Wipro POP Network to both Wipro and SIFY Network and as and when Customer Last Mile Connectivity is established by SIFY, the Customer will migrate fully to SIFY POP Network. Parties shall in good faith do and cause to be done every act to ensure a seamless and convenient customer migration. 6.5 Wipro shall remit to SIFY all refunds, if any, received by Wipro/Customer from MTNL/BSNL/Private Operator towards cancellation of last mile connectivity between Customer & Wipro. ARTICLE 7 TRANSFER OF REVENUE AND OPERATING COST DURING TRANSITION PERIOD 7.1 Simultaneously with the transfer of Customers, Wipro will transfer to SIFY, Revenues if any earned from the Customer by Wipro with effect from July 01, 2002 and the unutilized balance of advance quarterly rental charges or any other advance charges for Services collected by it from the Customer in advance, and forming part of charges for Services provided by SIFY to the Customer under the arrangement envisaged herein. Any charges collected by SIFY from the Customer at any time for services provided by Wipro shall be refunded to Wipro. 7.2 Any service tax liabilities relating to Revenues retained by Wipro shall be borne by Wipro. 7.3 During the Transition Period SIFY shall pay [*] Operating costs incurred by Wipro in respect of the conduct of Business that is directly related to provision of Service to the transferred Customers which shall be at [*], but not exceeding [*]% of the Revenues for VPN service and [*]% of Revenue for other services. SIFY shall incur Operating costs as above for all Customers transferred to SIFY up to [*]. However during the Transition Period costs in excess of the above shall be borne by Wipro. 7.4 After the Transition Period, SIFY shall bear all expenses in connection with servicing the customers who have agreed for transfer to SIFY (whether actually transferred or not), in accordance with the terms of Service agreed under SLA. ARTICLE 8 TRANSFER OF ASSETS 8.1 Within 7 days from the Execution Date, SIFY shall identify such assets that are used by Wipro for its Business and are, in SIFY's opinion, of possible use to SIFY. SIFY shall thereafter negotiate with Wipro for transfer of these assets to SIFY at book value. The transfer of assets shall be subject to entering into definitive agreements as well as the terms and conditions contained therein. Wipro shall provide all material information requested by SIFY on the assets to facilitate the decision. 8.2 Subject to the Customers in the respective locations agreeing to transfer to SIFY, Wipro shall sell and SIFY shall buy POP at Guntur and Haldia in accordance with the terms and conditions of transfer to be mutually agreed by and between the Parties. 8.3 All Statutory levies in connection with the transfer of assets as above shall be borne by SIFY. ARTICLE 9 ASSUMPTION OF LIABILITY 9.1 Wipro shall be and is liable for all liabilities and obligations in respect of or relating to the Service until the date Wipro was offering Service directly to the Customer and in any case not later than Completion Date. 9.2 SIFY shall be and is liable for all liabilities and obligations arising out of or relating to the Service provided by SIFY to the Customer and shall discharge such liability /obligations without any recourse to Wipro whatsoever. 9.3 Immediately after execution of the Novation Agreement, SIFY shall directly bill the Customer for services provided by SIFY to the Customer and Wipro shall not be responsible for any non-payment or delayed payments by the Customer and SIFY shall be solely responsible for all obligations under the SLA. 9.4 Costs incurred by transferred Customers to migrate from Wipro network to SIFY network shall be borne by SIFY. The cost would include cost of transfer of leased line, additional cost to be incurred for one year as a result of increase in the distance of the last mile and new last mile to be provisioned where the current links are in the name of Wipro. Wipro will remit to SIFY all refunds received by Wipro towards cancellation of Customer last mile. 9.5 In the event of transfer of Customer being delayed after execution of Novation Agreement on account of any act or omission of the Customer or due to any act or omission of SIFY then all costs, expenses that are of direct consequence of such delay shall be to the account of SIFY. In the event of transfer of Customer being delayed before execution of Novation Agreement due to any act or omission of Wipro, then all costs, expenses that are of direct consequence of such delay shall be to the account of Wipro. ARTICLE 10 COMPLETION DATE 10.1 Wipro and SIFY shall complete the Customer transfer by execution of Novation Agreement and providing Customer Last Mile Connectivity on or before September 30, 2002. All direct and indirect costs in connection with the provision of Service as stipulated under the SLA to the customers who have agreed to transfer by execution of Novation Agreement or considering execution of Novation Agreement (whether actually transferred or not) shall be incurred by SIFY after September 30,2002. ARTICLE 11 RESTRICTIVE COVENANTS 11.1 For a period of 12 months commencing from the date of this Agreement, either SIFY or its Affiliates shall not negotiate, or enter into Agreements either directly or indirectly with any of the Customers specified in Schedule I, to provide services similar to the services to be performed by SIFY under the proposed transaction otherwise than through the arrangements/mechanisms provided herein. However this restriction shall not be applicable to SIFY in following cases: a) to provide services that are outside the scope of SLA b) on expiry of the period of SLA in normal course otherwise than through termination. 11.2 For a period of 12 months commencing from the Execution Date, Parties shall not directly or indirectly, recruit, hire, engage or attempt to recruit, hire or engage or discuss employment with or otherwise utilize the services in any capacity of any person who had been an employee or associate of the other Party in respect of its Business, without the prior written consent of the other party. 11.3 During the period of 24 months from the Execution Date, Wipro shall not compete with SIFY by engaging in the business of providing Internet Access, VPN, Data Center Facility with the ISP license within India by directly investing or otherwise in infrastructure and POP, subject to exceptions provided in Article 11.4. 11.4 Notwithstanding the provisions of Article 11.3, non-Compete obligation specified therein, shall not be applicable to: i) any future acquisitions by Wipro of a business having activities similar to those specified in Article 11.3. ii) businesses such as managed services which includes managed network services, managed security services and management of customers VPN, internet access and data center. iii) businesses such as front ending for reselling Internet Access, VPN and data Center Facility as part of Wipro's System Integration & other IT services business subject to the preferred partnership as per Article 12 of this Agreement. iv) in respect of service of Customers, who are on a notice period prior to termination as provided under Article 6.3. ARTICLE 12 PREFERRED PARTNER 12.1 Wipro shall be the preferred partner of SIFY in respect of IT related products and services only in those instances where Wipro is not in competition with Satyam Computer Services Limited. SIFY shall be the preferred partner of Wipro for use of ISP service in respect of all System Integration Contracts involving Bandwidth. 12.2 In the sale/recommendation by Wipro of ISP services in respect of System Integration Contract, SIFY will be recommended as preferred service provider subject to price competitiveness and acceptable quality of services and except in the instance that the Customer specifically desires otherwise. 12.3 In the sale/recommendation by SIFY in respect of IT related products and services not in competition with Satyam Computer Services Limited, Wipro will be recommended as preferred service provider subject to price competitiveness and acceptable quality of services and except in the instance that the Customer specifically desires otherwise. ARTICLE 13 REPRESENTATION AND WARRANTIES 13.1 Warranties by Wipro a) WIPRO is a company duly established and validly existing under the laws of the India and having full corporate power and authority and all necessary licenses and statutory and corporate approvals to carry on the Business. b) Upon coming into force, this Agreement will constitute valid, legal and binding obligation of WIPRO enforceable in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and subject to the availability of equitable remedies. The execution, delivery and performance of this Agreement by WIPRO will not conflict with or result in a violation, breach or default under any existing order or decree affecting WIPRO, or any of its incorporation document, or of any agreement or other instrument to which WIPRO is a party or is subject or by which any of WIPRO's properties or assets are bound. WIPRO has the financial resources available to perform all its obligations under this Agreement. c) All written information which has been given by WIPRO to SIFY in the course of the negotiations leading to the signing of this Agreement was at the time it was so given and is now true, complete and accurate in all respects and such information is not misleading because of any willful omission or ambiguity. e) WIPRO has received Corporate Approvals in accordance with its Charter Documents to enter into this Agreement (and the other relevant documents referred to in the Agreement) and when this Agreement comes into force (and the other documents referred to in the Agreement) will constitute binding obligations on WIPRO in accordance with their respective terms. f) Wipro has conducted the Business strictly in accordance with the ISP License and terms of SLA. 13.2 Warranties by SIFY a) SIFY is a company duly established and validly existing under the laws of the India and having full corporate power, authority, all necessary licenses and approvals to own its properties, and to carry on the Business. b) Upon coming into force, this Agreement will constitute valid, legal and binding obligation of SIFY enforceable in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and subject to the availability of equitable remedies. The execution, delivery and performance of this Agreement by SIFY will not conflict with or result in a violation, breach or default under any existing order or decree affecting SIFY, or any of its incorporation document, or of any agreement or other instrument to which SIFY is a party or is subject or by which any of SIFY's properties or assets are bound. SIFY has the financial resources available to perform all its obligations under this Agreement. c) All written information which has been given by SIFY to Wipro in the course of the negotiations leading to the signing of this Agreement was at the time it was so given and is now true, complete and accurate in all respects and such information is not misleading because of any willful omission or ambiguity. d) SIFY has received all Corporate Approvals to enter into this Agreement (and the other relevant documents referred to in the Agreement) and this Agreement will constitute binding obligations on SIFY in accordance with their respective terms. e) SIFY shall conduct the Business strictly in accordance with the ISP License and terms of SLA. ARTICLE 14 CONFIDENTIALITY 14.1 Any Confidential Information disclosed to any party hereto (a "Receiving Party") by another party hereto (a "Disclosing Party") in connection with the negotiation, execution or performance of this Agreement or the Ancillary agreements or the management or operation of the Company shall be deemed and treated by the Receiving Party as confidential, shall be used only for the purposes of negotiating and implementing the Agreement and related business purposes and shall not be disclosed to any third party without the prior written consent of the Disclosing Party, provided, however, that the foregoing restriction shall not apply to the extent, but only to the extent, that any confidential information: (a) becomes generally available to the public through no fault of the Receiving Party or its agents; (b) is or has been disclosed to the Receiving Party, directly or indirectly, by a person, firm or entity having no obligation to the Disclosing Party; or (c) is required to be disclosed under any applicable law, rule, regulation or governmental order. 14.2 The Receiving Party shall take all steps necessary or appropriate to protect the Confidential Information against unauthorized disclosure or use, including, but not limited to, causing all employees of the Receiving Party to execute confidentiality agreements or employment agreements containing confidentiality provisions. The Receiving Party shall immediately notify the Disclosing Party of any unauthorized disclosure or use of any Confidential information that comes to the Receiving Party's attention, and shall take all action that the Disclosing Party may reasonable request to prevent any further unauthorized disclosure or use of such Confidential information. 14.3 This Agreement including the Ancillary agreements, the related documents and all aspects of the negotiation, preparation and operation of the Transaction must be kept confidential and shall not be disclosed to any third party except as agreed by SIFY and Wipro or as may be required by the regulations of any stock exchange by which the disclosing party may be bound. Except for any disclosures required by law or the rules of any stock exchange, timing and content of any other announcements, advertisements, press releases and public statements concerning the Transaction will be by mutual written agreement between SIFY and WIpro. Any inquiries from the public regarding the Transaction or the relationships among the parties are to be referred to an official spokesperson to be determined by the Parties, who shall also make any announcements or releases of information required by law or the rules of any stock exchange as mutually directed by both of the Parties. 14.4 The obligations set forth in this Article 14 shall survive the expiration or termination of this Agreement. ARTICLE 15 MISCELLANEOUS 15.1 In the performance of their respective obligations under this Agreement, Parties shall at all times comply with the laws, regulations and orders in effect in their respective jurisdictions. 15.2 This Agreement, constitutes the entire understanding of the Parties with reference to the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations among the Parties with respect to the subject matter hereof. 15.3 This Agreement shall not be amended, modified, altered or changed in any way except by a writing executed by a duly authorized representative of each Party. A waiver by any Party of any provision of this Agreement or a breach hereunder shall not be deemed to constitute a subsequent or future waiver of the same or any other provision or a breach of this Agreement. 15.4 If any part of this Agreement is declared invalid or unenforceable, the Parties shall, in good faith, consult with each other and adopt new provisions that will to the greatest extent permitted by law, place the Parties in the same economic position that they would have been in had the invalid part of the Agreement continued in effect and those portions of this Agreement that have not been declared invalid or unenforceable shall remain in full force and effect. 15.5 The parties hereto shall bear their respective legal and other costs incurred in connection with the negotiation, preparation and execution of this Agreement. 15.6 All remedies of any party hereto under this Agreement, whether provided herein or conferred by statute, civil law, common law, custom or trade usage, are cumulative and not alternative and may be enforced successively or concurrently. 15.7 All notices, communications and other correspondence required or permitted by this Agreement shall be in writing and shall be sent by (a) facsimile, with confirmation copy sent by registered first class airmail, (b) by personal delivery with acknowledgement of receipt or (c) by registered, first class air mail, return receipt requested and postage prepaid, to the following address: In the case of Wipro: Corporate Vice President Legal & Company Secretary, Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore - 560 035 Fax: (080 - 844 0051) In the case of SIFY: Chief Financial Officer Satyam Infoway Limited Tidel Park, 2nd Floor, No.4, Canal Bank Road Taramani, Chennai - 600 113 Fax: (044-2540771) All such notices, communications and correspondence shall be sent and deemed to have been received as follows: (a) if by facsimile, upon receipt of the confirmation copy; and (b) if by personal delivery, courier or registered, first class airmail, upon receipt or refusal of delivery. A Party may change the address to which notices are to be sent by a notice complying herewith to that effect. All notices will be in English. 15.8 No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by either Party of any breach by the other of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. 15.9 The formation, validity, performance interpretation and enforcement of this Agreement shall be governed only by the laws of India. 15.10 This Agreement may be executed in counter-parts and each such counter part shall be considered to be the original as if executed simultaneously. 15.11 Any dispute, controversy or claim ("DISPUTE") arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity hereof, shall initially be resolved by amicable negotiations among executives of the Parties and, if not resolved through such negotiations within thirty (30) days of written notice of the existence of such Dispute, be finally settled by arbitration by a three arbitrator, one appointed by Wipro and one by SIFY and the third by the two Arbitrators so appointed, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The venue for Arbitration shall be Bangalore, India. During the arbitration, all Parties shall continue to fulfill their respective obligations under this Agreement except for such obligations and other matters, which are the subject of the arbitration. The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the Parties concerned. The award may include an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. 15.12 The Parties hereby acknowledge and confirm that it is impossible to measure in money the damages which will accrue to a Party or its permitted assigns by reason of a failure to perform any of the obligations under this Agreement and therefore agree that the terms of this Agreement shall be specifically enforceable. If any Party or its permitted assigns institutes any action or proceeding to specifically enforce the provisions hereof, any Party against whom such action or proceeding is brought (i) hereby waives the claim or defense therein that such Party has an adequate remedy at law, and (ii) hereby confirms that it shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. IN WITNESS WHEREOF, the Parties hereto have set and subscribed their respective hands at Bangalore on the day and year first hereinabove written. WIPRO LIMITED By ------------------------------ Name: Title: SATYAM INFOWAY LIMITED By /s/ GEORGE ZACHARIAS ------------------------------ Name: George Zacharias Title: Chief Operating Officer By /s/ T.R. SANATHANAKRISHNAN ------------------------------ Name: T.R. Sanathanakrishnan Title: Chief Financial Officer WITNESSES 1. 2. SCHEDULE 1: PART A (REFER ARTICLE 5.1)

CUSTOMER NAME TYPE OF SERVICE NO. OF LOCATIONS MONTHLY DATE OF REVENUE SLA ------------------------------------------------------------------------------------------------------------------------------ [*] Internet 1 - Location 15,313 27/07/2001 [*] Internet 1 - Location 21,875 30/03/2002 [*] Messaging 5,250 16/09/1999 [*] Web Hosting NA 1,794 27/02/2001 [*] Messaging 1 - Location 788 27/01/2001 [*] Messaging 1 - Location 788 22/02/2000 [*] Messaging 1 - Location 15,313 20/03/2001 [*] Messaging 7,350 7/10/1999 [*] Internet 1 - Location 78,750 2/2/2001 [*] Messaging 1 - Location 788 3/10/1999 [*] Internet 4 - Locations 47,250 14/08/2001 [*] VPN, Colocation 4 locations + Colocation in Mumbai 281,417 20/07/2000 [*] Messaging 1 - Location 5,250 4/8/1999 [*] Internet 1 - Location 55,989 5/8/2001 [*] VPN, Hosting, GVS 1 - Location 23,702 20/06/2001 [*] Internet 1 - Location 334,614 8/8/2001 [*] Colocation Colocation in Delhi 10,675 31/08/2000 [*] VPN, Internet, 2 - VPN, 1- Internet, Router Colo Colocation in Blore 9917543 30/03/2001 [*] Internet 1 - Location 33,688 3/1/2001 [*] VPN, Internet 22 - VPN, 1- Internet 40,646 12/2/2000 [*] Hosting NA 7,000 23/05/2001 [*] Internet 1 - Location 20,125 29/03/2002 [*] Internet 1 - Location 28,000 16/11/1999 [*] Colocation Router Colocation 5,775 5/3/2002 [*] Hardware Firewall - 17/08/2001 [*] VPN 52 Locations 38,106 15/05/2000 [*] Internet 1 - Location 49,735 21/03/2001 [*] Colocation Colocation in Delhi 52,500 5/3/2001 [*] Hardware - Firewall NA - 25/04/2002 [*] Messaging, GVS 165,890 3/2/2000 [*] Internet 1 - Location 28,000 1/11/2001 [*] Colocation Co-location in Bangalore 16,345 17/10/2001 [*] Messaging 2 Locations 1,533 28/06/1999 [*] VPN 4 locations 24,150 22/05/2000 [*] Messaging 1 - Location 788 14/07/1999 [*] Internet 1 - Location 119,788 26/12/2001 [*] Colocation Co-location in Mumbai 77,875 20/02/2002 [*] Internet, Colocation 1 - Internet, Colocation in Bangalore 177,100 27/04/2001 [*] Messaging 2 Locations 1,533 12/12/2001 [*] VPN, Colocation 1 - VPN, Colocation in Chennai 31,937 12/10/2000 [*] Hosting NA 4,515 7/3/2002 [*] Messaging 1 - Location 788 30/08/1999 [*] Internet 1 - Location 11,375 19/01/2002 [*] Colocation Colocation in Bangalore 31,500 11/10/2000 [*] VPN 5 - Locations 61,250 14/11/2000 [*] Internet 1 - Location 30,188 28/11/2001 [*] Internet 1 - Location 23,450 28/03/2002 [*] Internet 1 - Location 29,313 29/12/2001

[*] Internet 1 - Location 30,450 24/08/2001 [*] VPN, GVS 1 - Location 18,550 8/2/2002 [*] Colocation Colocation in Delhi 13,125 16/05/2000 [*] Internet, Hosting, GVS 1 - Location 51,833 5/12/2001 [*] VPN, Internet 28 - Locations, 1 - Internet 136,429 6/12/1999 [*] Internet 1 - Location 29,313 26/06/2000 [*] Internet 1 - Location 16,800 20/02/2001 [*] Internet 1 - Location 56,000 3/8/2000 [*] Colocation Colocation in Delhi 20,370 29/09/2000 [*] Internet 1 - Location 17,500 3/10/2000 [*] Messaging 1 - Location 788 18/04/2000 [*] Hosting NA 2,208 10/10/2001 [*] Colocation Colocation in Mumbai 42,000 22/03/2001 [*] Colocation, Shared MFS Colocation in Bangalore 37,800 30/08/2001 [*] Messaging 1 - Location 5,775 1/7/1999 [*] Internet 1 - Location 29,925 25/10/2001 [*] Internet 1 - Location 331,400 18/03/2002 [*] Messaging 1 - Location 788 25/06/1999 [*] VPN 8 - Locations 60,900 11/5/1999 [*] VPN, Internet, Colocation 7 - locations, 1 - internet 265,781 26/11/1999 [*] Messaging 5,365 13/10/1999 [*] Internet 1 - Location 11,375 5/12/2001 [*] VPN 5 - Locations 63,700 11/5/2001 [*] Messaging 1 - Location 788 27/07/1999 [*] Internet, Colocation 1 - Location, Router Colo in Calcutta 78,750 30/05/2001 [*] VPN 17 - Locations 141,540 6/3/2002 [*] Internet 1 - Location 10,063 7/7/2001 [*] Internet, Messaging 2 - Locations 41,124 14/06/2001 [*] Messaging 2,363 30/04/2001 [*] VPN 18 - Locations 91,560 7/1/2002 [*] Ipass 40,000 24/12/2001 [*] VPN 160 - Locations 401,153 6/12/2001 [*] VPN 1 - Location 15,750 10/9/2001 [*] Messaging NA 1,155 20/07/2001 [*] Colocation Colocation in Mumbai 44,100 11/3/2001 [*] Internet 1 - Location 28,875 5/3/2001 [*] Internet 1 - Location 154,000 12/4/2002 [*] Internet 1 - Location 30,625 10/1/2001 [*] Streaming NA 25,000 17/01/2000 [*] VPN, Colocation 6 - Locations 177,870 28/01/2000 [*] Hosting NA 3,080 14/12/1999 [*] VPN 17 - Locations 55,650 17/09/1999 [*] Colocation Colocation in Chennai 78,750 26/03/2001 [*] VPN, Colocation, Internet 3 - VPN, 1 - Internet 112,875 11/10/2000 [*] Messaging NA 16,800 30/12/1999 [*] VPN, Colocation, MFS 3 - VPN 184,450 30/03/2002 [*] Messaging NA 2,625 8/5/2000 [*] VPN 72,291 9/1/2002 [*] VPN 18 - Locations 81,375 7/3/2001 [*] Internet 1 - Location 28,000 9/11/2001 [*] Internet 1 - Location 48,333 14/09/2001 [*] VPN 7 - Locations 41,825 14/02/2000 [*] Internet 1 - Location 31,500 19/10/2001 [*] Internet 1 - Location 32,813 20/11/2001 [*] Colocation 17,063 9/4/2002 [*] Internet 1 - Location 20,125 27/10/2000 [*] Internet 1 - Location 56,017 19/07/2000 [*] Internet 1 - Location 32,813 06/03/2000 [*] Messaging 788 17/03/2001 [*] Internet 1 - Location 23,625 4/9/2001 [*] Internet 1 - Location 149,625 21/08/2001 [*] Internet 1 - Location 25,484 7/2/2001 [*] Messaging 16,905 22/12/2000 [*] Colocation Colocation in Calcutta 28,000 28/01/2002 [*] Messaging 1 - Location 420 4/1/2002 [*] Messaging 1 - Location 788 21/08/2000 [*] Messaging 3,833 4/9/1999 [*] Hosting, Messaging 28,175 27/12/2001 [*] Messaging 1 - Location 788 27/10/1999 [*] Colocation Colocation Multiple Locations 88,160 15/07/2000 [*] Internet 1 - Location 119,000 23/08/2001 [*] Internet 1 - Location 14,000 25/09/2001 [*] Messaging 1 - Location 788 8/10/1999 [*] Internet 1 - Location 21,875 14/09/2000 [*] Colocation Colocation in Delhi 32,375 23/08/2000 [*] Messaging 1,533 16/08/1999 [*] Internet 1 - Location 131,250 6/8/1999 [*] Internet 1 - Location 21,000 7/2/1999 [*] Internet 1 - Location 11,375 13/11/2000 [*] VPN 3 - Locations 31,687 2/11/1999 [*] VPN 8 - Locations 62,160 21/03/2000 [*] VPN 1 - Location 15,750 22/06/1999 [*] Internet 1 - Location 48,344 3/7/2001 [*] VPN, Internet 15 - VPN, 1 - Internet 51,713 08/09/2000 [*] Messaging 1 - Location 9,975 12/8/1999 [*] Internet 1 - Location 65,625 22/03/2002 [*] VPN, Internet 8 - VPN Locations, 1 - Internet 142,538 9/6/2000 [*] Internet 1 - Location 30,625 26/09/2001 [*] Internet 1 - Location 15,750 11/7/2001 [*] Colocation Colocation in Mumbai 61,250 8/10/2000 [*] Internet 1 - Location 32,813 13/03/2001 [*] Messaging 1 - Location 788 6/11/1999 [*] Internet 1 - Location 26,075 24/10/2001 [*] Internet 1 - Location 36,750 22/02/2002 [*] Messaging 1 - Location 9,450 6/3/2000 [*] VPN, Hosting 15 - Locations 122,250 29/08/2000 [*] Internet 1 - Location 30,625 11/1/2002 [*] Internet 1 - Location 28,875 13/03/2001 [*] Hosting, Messaging 1,575 19/01/2000 [*] VPN, Internet 1 - VPN, 1 - Internet 26,775 29/101/2001 [*] VPN, Internet 5 - VPN, 1 - Internet 147,000 29/11/1999 [*] Internet 1 - Location 31,150 3/12/2001 [*] Internet, Colocation, 1 - Location 57,225 19/10/2000 [*] Internet 1 - Location 96,057 24/08/2001 [*] Messaging 1 - Location 788 10/9/1999 [*] Internet 1 - Location 35,000 2/11/2001 [*] Internet 1 - Location 36,750 12/8/2000 [*] VPN 19 - VPN Locations 97,965 24/12/1999 [*] Messaging 1 - Location 788 2/2/2001 [*] VPN 8 - Locations 21,923 1/2/2000 [*] Messaging 2 - Locations 1,575 15/06/1999 [*] VPN, Managed 1 - Location 108,750 3/1/2000 [*] VPN 8 - Locations 84,000 5/9/2000 [*] VPN, Internet 1 - VPN, 1 - Internet 25,550 12/7/2001 [*] Internet 1 - Location 26,250 30/03/2002 [*] Messaging 1 - Location 788 2/2/2001 [*] Internet 1 - Location 17,150 8/3/2002 [*] Internet 1 - Location 57,312 14/08/2001 [*] VPN 5 - Locations 26,250 5/2/2001 [*] Internet 1 - Location 96,250 18/01/2002 [*] Messaging 1,575 5/9/2000 [*] Internet 1 - Location 31,063 14/01/2002 [*] Internet 1 - Location 21,875 2/8/2001 [*] Hosting NA - 7/1/2002 [*] Internet 1 - Location 107,187 1/6/2001 [*] VPN 1 - Location 10,938 21/01/2002 [*] Internet 1 - Location 13,125 27/08/2001 [*] Messaging 2,300 3/11/1999 [*] Internet, Colocation, Messaging, MFS, Ipass 1 - Location 284,666 11/9/1999 [*] VPN 1 - Location 39,200 27/09/2000 [*] Internet 1 - Location 10,938 27/09/2000 [*] Messaging 788 30/09/1999 [*] VPN, Internet, GVS 17 VPN, 1 - Internet 112,688 13/07/2000 [*] Messaging 53,498 30/08/1999 [*] Messaging 788 18/08/1999 [*] Messaging 10,500 18/01/2000 [*] VPN, Internet 8 - VPN, 1 - Internet 185,064 9/10/2001 [*] Internet 1 - Location 112,000 24/11/2000 [*] Messaging 2 - Locations 1,533 13/08/1999 [*] VPN, Internet, Colocation Colocation Multiple Locations 414,400 15/01/2002 [*] Internet, SMTP 1 - Location 28,000 9/5/2000 [*] Internet 1 - Location 15,313 15/10/2001 [*] Internet 1 - Location 17,063 27/08/2001 [*] Messaging, GVS 1 - Location 788 30/01/2002 [*] VPN, Internet, Colo, Messaging Multilocation / Divisions 2,031,263 13/08/1999 [*] Internet 1 - Location 31,938 7/12/2001 [*] VPN, Internet 9 - VPN, 1 - Internet 271,713 6/3/2001 PART B (CUSTOMERS GIVEN OPTION UNDER ARTICLE 5.2)

CUSTOMER NAME TYPE OF SERVICE NO. OF LOCATIONS MONTHLY DATE OF REVENUE SLA ------------------------------------------------------------------------------------------------------------------------------ [*] Colocation, H/W Colocation in Mumbai 81,667 20/03/02 [*] VPN 8 66,000 11/9/2000 [*] Messaging, GVS 1 - Location 56,500 20/04/2001 [*] VPN, Internet, Ipass 8 - VPN, 1 - Internet 270,803 24/11/1999 [*] VPN, Internet, Hosting, MNS 8 - VPN, 1 - Internet 110,978 7/10/1999 [*] Internet, Messaging, GVS 1 - Location 68,250 17/08/1999

[*] Internet 1 - Location 220,833 6/9/2001 [*] Internet, MFS 1 - Location 39,375 27/03/2000 [*] VPN, Internet, Ipass 26 - VPN, 1 - Internet 378,528 25/05/2000 [*] Internet, MFS 2 - Locations 366,398 29/11/2001 [*] Hosting, Messaging 77,613 20/11/2000 [*] VPN, Internet 29 - VPN, 1 - Internet 55,038 21/02/2002 [*] VPN 24 - Locations 330,000 27/01/2000 [*] VPN 15 - Locations 177,849 27/08/1999 [*] VPN, Internet 13 - VPN, 4 - Internet 363,125 6/7/2000 [*] VPN, MFS 3 - Locations 42,875 20/7/2001 [*] VPN, Internet 9 - VPN, 1 - Internet 79,756 10/7/2000 [*] VPN 6 - Locations 142,474 3/3/2000 [*] VPN 35 Locations 71,740 11/8/1999 [*] VPN 7 Locations 101,010 24/05/2000 [*] VPN 12 - Locations 163,800 7/3/2002 [*] VPN, Internet, Managed 19 - VPN, 1 - Internet 137,045 18/10/2001 [*] VPN, Messaging 1 - VPN 282,500 18/10/2000 [*] VPN 45 Locations, Router Rental 181,650.00 14/07/2001 [*] VPN 7 - Locations 31,066 17/04/2000 [*] VPN 1 - Location 11,025 26/09/2000 [*] VPN, Router Colocation 21 - Locations 425,424 27/03/2001 [*] VPN, Colocation, MNS 6 - Locations 473,374 10/5/2000 [*] Internet 6 - Locations 222,555 11/6/2001 [*] VPN, Internet, Ipass 1 - VPN, 1 - Internet 88,200 12/2/2001 [*] VPN, Internet 30 Locations 281,125 11/4/2000 [*] VPN, Internet, Hardware 2 - VPN, 3 - Internet 113,420 11/1/2001 [*] VPN 29 Locations 309,750 6/10/1998 [*] Internet, Colocation, 1 - Location 116,800 29/05/2001 Messaging, MFS, Ipass [*] VPN, Internet 7 - VPN, 1 - Internet 99,750 26/12/2000 [*] VPN 2 - Locations 29,750 5/11/2001 [*] Colocation Colocation in Mumbai 231,875 8/8/2001 [*] VPN, Internet, Messaging 32 Locations 572,688 8/6/1999 [*] VPN, Internet 12 - VPN, 1 - Internet 452,500 9/8/2000 [*] VPN, Hosting 9 - VPN 96,583 13/02/2002

NODE NAME NODE ADDRESS ------------------------------------------------------------------------------------------------------------------------------------ 1 AHMEDABAD 305, Abhijeet III, Above Pantaloon Showroom, Law Garden Road, Mithakali, Ahmedabad 6 2 BANGALORE Du parc Trinity ,10th floor ,17 MG Road,Bangalore-01 3 BARODA 302 Megadhanush Apts Race Course Road Alkapuri Baroda-39007 4 BHOPAL 223 Second Floor zone-II m.p nagar Behind Saragam Theater Bhopal-764808 5 BHUVANESHWAR 86 A 3rd Floor Sahid nagar Bhubaneshwar-751007 6 CALCUTTA 2nd floor 238B AJC Bose road calcutta-700071 7 CHENNAI Horizon center 94 TTK Road Chennai-600018 8 COCHIN HHYS Building Opp Abad's plaza 3rd floor Rajai Road Cochin-35 9 CHANDIGARH Sco 208-209 3rd Floor Sector - 34A Chandigarh- 10 COIMBATORE 3rd floor Classic Towers 1547 Trichy Road Coimbatore-641018 11 DELHI plot no. 8 , 2nd Floor Balaji Estate Guru Ravi Dass Marg Kalkaji New Delhi-110019 12 GUNTUR 5-87-96 Surya Estate Main Road Lakshmipuram Guntur-6 13 GUWAHATI 5th floor six floor Rcc building S.C.Goswami Road pan Bazar Guwahati-1 14 GOA H.no 8/83/A-3 Pereira Apartments Altinho Near Meterology dept ,Panaji Goa- 15 HYDRABAD 104 ,Surya Tower 4th floor H block , S.P road Secunderabad 16 HALDIA c/0 Haldia petro chemicals ltd PB-12 ,PO-Durgachowk, Haldia-721602 17 INDORE 204,second floor 22/10 Oasis Trade center YN Road Indore -452003 18 JAIPUR Office no 204 Sangam Towers Church Road Jaipur 19 JAMSHEDPUR Pratap Towers ,J road Bistupur Jamshedpur-831001 20 KANPUR Plot-41,Ratanlal Nagar Kanpur-208022 21 LUCKNOW A-6 Indira Nagar Fiazabad Road Lucknow-226016 22 LUDHIANA 47-I , Sarabha nagar Ludhiana-141001 23 MUMBAI B-Building,ist Floor Shah Industrial Estate Saki vihar Road Andheri(East) Mumbai-400072 24 MANGALORE T-06,Third Floor Crystal ARC,Balmatta Road Mangalore-575001 25 MYSORE #1570 ,12th north Cross Aniketana Road ,C&D block Kuvempu Nagar ,mysore-570023 26 NAGPUR Second Floor ,Jaika Building ,1Commercial road Civil Lines Nagpur-44001 27 NASIK S-7 ,2nd Floor, Suyojit Sankul, Adjacent to Rajiv Gandhi Bhavan(MNC)Sharanapur Road Nasik-422022 28 PUNE 104, Gera Chambers, opp Boat Club Road,Pune-411001 29 PONDICHERRY Second floor,no 54 ,Canteen Street, Pondicherry-605001 30 SURAT 4027,4th floor ,world Trade Center ,Ring Road ,Near Parag House,Surat-395002 31 TRIVENDRUM 4th floor ,Saran Chambers ,Diamond Hill,Vellayambalam,thiruvanathapuram. 32 VIZAG Thirumala Arcade,Flot No.402 ,5th Floor Opp.Meghalaya Hotel ,Asilmetta junction,Vishakhapatnam-530003

SCHEDULE - 3 (SEE ARTICLE 5.3) FORM OF NOVATION AGREEMENT THIS AGREEMENT is made on this the ______day of ________2002 at ____________ BETWEEN: (1) WIPRO LIMITED, a company incorporated and existing under the Indian Companies Act, 1913 having its registered office at Doddakannelli, Sarjapur Road, Bangalore - 560 035 acting through its Infotech division ("WIPRO" which expression shall unless repugnant to the meaning and context thereof be deemed to include its successors and permitted assigns); (2) SATYAM INFOWAY LIMITED, a Company incorporated under the Companies Act 1956, having its Registered Office at Mayfair Centre, 1-8-303/36, S.P.Road, Secunderabad - 500003 and its Corporate Office at Tidel Park 2nd floor, No.4, Canal Bank Road, Taramani, Chennai - 600113 (hereinafter referred to as "SIFY" which expression shall include its successors and permitted assigns), a subsidiary of Satyam Computers Services Ltd; AND (3) [Customer], a company incorporated under the laws of [ ] and having its registered office at [ ] (the "Customer") Note: Change the description appropriately for other legal entities such as partnership or individuals WHEREAS: (A) By an agreement dated [_______] (the "Original Agreement") entered into between WIPRO and the Customer, WIPRO agreed to provide ISP related services to the Customer as provided in the Original Agreement. (B) By a Transaction Agreement dated [____ 2002] WIPRO has agreed to transfer and SIFY has agreed to accept and service the Customers on same terms and conditions under the Original Agreement. (C) The parties have agreed that the SIFY should assume the rights, liabilities and obligations of WIPRO under the Original Agreement and that WIPRO should be released from its liabilities and obligations under the Agreement on the terms and conditions set out herein. NOW THEREFORE, IT IS AGREED as follows: 1. NOVATION In consideration of discharging WIPRO its from obligations under the Original Agreement, and in further consideration that SIFY assumes the obligations of WIPRO under the Original Agreement, as of and with effect from the ____ day of __________2002: (a) the Customer releases WIPRO from all of its obligations under the Original Agreement; (b) The SIFY agrees to assume the rights and obligations of WIPRO under the Original Agreement and to perform the obligations of Wipro there under more particularly those relating to providing services as agreed upon in the Original Agreement with out any change in terms and conditions; (c) SIFY shall provide services to the Customer and bill the Customer for the services strictly in accordance with the terms of Original Agreement; save for the following changes; 1. 2. (d) Customer shall make all payments for services under the Original Agreement to SIFY. (e) Dues if any from the Customer for services prior to __________, shall be paid to Wipro. 2. CONTINUING PROVISIONS Save as provided for herein, the Original Agreement and all provisions thereof will continue in full force and effect as the legal, valid and binding obligations of each of the SIFY and the Customer, enforceable in accordance with its terms. IN WITNESS whereof this Agreement shall be deemed to have been executed on the date first above written. SIGNED by Mr __________ ) for and on behalf of ) WIPRO LIMITED ) SIGNED by Mr.................... ) for and on behalf of ) SATYAM INFOWAY LIMITED ) SIGNED by ) for and on behalf of ) [Customer] )