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<SEC-DOCUMENT>0000891618-02-003961.txt : 20020815
<SEC-HEADER>0000891618-02-003961.hdr.sgml : 20020815
<ACCEPTANCE-DATETIME>20020815172523
ACCESSION NUMBER:		0000891618-02-003961
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20020731
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020815

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WIPRO LTD
		CENTRAL INDEX KEY:			0001123799
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16139
		FILM NUMBER:		02740347

	BUSINESS ADDRESS:	
		STREET 1:		SURVEY #76P & #80P DODDAKANAHALLI VILLAG
		STREET 2:		VARTHUR HOBLI SARJAPUR RD BANGALORE
		CITY:			INDIA 560035

	MAIL ADDRESS:	
		STREET 1:		SURVEY #76P & #80P DODDAKANAHALLI VILLAG
		STREET 2:		VARTHUR HOBLI SARJAPUR RD BANGALORE
		CITY:			INDIA 560035
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f83881e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>Wipro Limited, Form 8-K Dated July 31, 2002</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<P align="center"><FONT size="2">SECURITIES AND EXCHANGE COMMISSION</FONT>

<P align="center"><FONT size="2">Washington, D.C. 20549</FONT>

<P align="center"><FONT size="2">FORM 8-K<BR>
CURRENT REPORT</FONT>

<P align="center"><FONT size="2">Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934</FONT>

<P align="center"><FONT size="2">July&nbsp;31, 2002</FONT>

<HR width="270" align="center" size="1" noshade>

<DIV align="center"><FONT size="2">Date of Report (Date of earliest event reported)</FONT></DIV>

<P align="center"><FONT size="2">Wipro Limited</FONT>

<HR width="270" align="center" size="1" noshade>


<DIV align="center"><FONT size="2">(Exact name of registrant as specified in its charter)</FONT></DIV>

<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="30%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="30%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="30%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">Karnataka, India</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
001-16139
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">98-015-4401</FONT></TD>
</TR>
<TR>
        <TD align="center" valign="top"><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
<HR size="1" noshade>
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">(State or other jurisdiction<BR>
of incorporation)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
(Commission<BR>
File Number)
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">(IRS Employer<BR>
Identification No.)</FONT></TD>
</TR>
</TABLE>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="55%">&nbsp;</TD>
        <TD width="25%">&nbsp;</TD>
        <TD width="20%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top" colspan="3"><FONT size="2">Doddakannelli, Sarjapur Road, Bangalore, Karnataka 560035, India</FONT></TD>
</TR>
<TR>

<TD align="center" valign="top" colspan="3"><HR size="1" noshade width="50%"></TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top" colspan="3"><FONT size="2">(Address of principal executive offices)</FONT></TD>
</TR>
</TABLE>

<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="55%">&nbsp;</TD>
        <TD width="25%">&nbsp;</TD>
        <TD width="20%">&nbsp;</TD>
</TR>


<tr>
<td>&nbsp;</td>
</tr>


<TR valign="bottom">
        <TD align="center" valign="top" colspan="3"><FONT size="2">
&#043;91-80-844-0011</FONT></TD>
</tr>


<TR valign="bottom">
<TD align="center" valign="top" colspan="3"><FONT size="2"><HR size="1" noshade width="15%"></FONT></TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="top" colspan="3"><FONT size="2">(Registrant&#146;s telephone number, including area code)</FONT></TD>
</TR>
</TABLE>



<!-- PAGEBREAK -->
<P><HR noshade><P>

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD></TD><TD colspan="8"><A HREF="#000">Item&nbsp;2. Acquisition or Disposition of Assets</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;7. Financial Statements and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="f83881exv2w1.txt">EXHIBIT 2.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f83881exv2w2.txt">EXHIBIT 2.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="f83881exv2w3.txt">EXHIBIT 2.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="f83881exv2w4.txt">EXHIBIT 2.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="f83881exv2w5.txt">EXHIBIT 2.5</A></TD></TR>
<TR><TD colspan="9"><A HREF="f83881exv2w6.txt">EXHIBIT 2.6</A></TD></TR>
<TR><TD colspan="9"><A HREF="f83881exv99w1.htm">EXHIBIT 99.1</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<!-- link2 "Item&nbsp;2. Acquisition or Disposition of Assets" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="left"><FONT size="2">Item&nbsp;2. Acquisition or Disposition of Assets</FONT>

<P><FONT size="2">On July&nbsp;31, 2002, we acquired equity shares
and warrants to purchase equity
shares of Spectramind Limited, a limited liability company incorporated in
Bermuda, pursuant to a Sale and Purchase Agreement with ChrysCapital I, LLC. We
also acquired equity shares and options to purchase equity shares of
Spectramind eServices Private Limited, an indirect subsidiary of Spectramind
Limited, incorporated in India, pursuant to Securities Sale and Purchase
Agreements with senior management and other employees of Spectramind eServices.
We paid an aggregate consideration of Rs. 3,691&nbsp;million ($75.82&nbsp;million) in
cash, with Rs. 2,549&nbsp;million ($60.49&nbsp;million) of the consideration from the
proceeds of our initial U.S. public offering of American Depositary Shares in
October 2000, and the balance of the consideration from working capital. As of
the close of the transactions on July&nbsp;31, 2002, we hold 82% of Spectramind
Limited on a fully diluted basis and 80% of Spectramind eServices on a fully
diluted basis, which includes shares we previously held in the company.
</FONT>
<P><FONT size="2">Pursuant to Call and Put Option Agreements that we entered into on July&nbsp;17,
2002 with the senior management and other employee optionholders of Spectramind
eServices, we may acquire up to an additional 13%, on a fully diluted basis,
of Spectramind eServices. Each of the Call and Put Option Agreements provide us
with the option to purchase any shares of Spectramind eServices that are
purchased by its senior management and other employees pursuant to the exercise
of their outstanding options to purchase equity shares. Our option to purchase
such shares expires six months after the shares are purchased by the individual
senior manager or employee. Additionally, each senior manager and other
employee has a put option, within six months of acquiring the shares, to
require us to purchase such shares. The consideration payable for such shares
will be the fair market value of such shares at the time the put or call option
is exercised.
</FONT>


<!-- link2 "Item&nbsp;7. Financial Statements and Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="left"><FONT size="2">Item&nbsp;7. Financial Statements and Exhibits</FONT>


<TABLE cellspacing="0" cellpadding="0" border="0" width="100%">
 <TR>
  <TD width="5%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="94%">&nbsp;</TD>
 </TR>

 <TR>
  <TD align="right"><FONT size="2">(c)&nbsp;</font></td>
  <TD>&nbsp;</TD>
  <TD><FONT size="2">Exhibits</font></td>
</tr>

 <TR>
  <TD align="right"><FONT size="2">2.1</font></TD>
  <TD>&nbsp;</TD>
  <TD><FONT size="2">Share Sale and Purchase Agreement-ChrysCapital dated
July&nbsp;18, 2002.</font></TD>
 </TR>

 <TR>
<TR valign="top">
  <TD align="right"><FONT size="2">2.2</font></TD>
  <TD>&nbsp;</TD>
  <TD><FONT size="2">Form of Securities Sale and Purchase Agreement
by and among Wipro Limited, Spectramind eServices Private Limited and
Employee-Shareholders of Spectramind eServices Private Limited, dated
July&nbsp;17, 2002.</font></TD>
 </TR>

 <TR>
<TR valign="top">
  <TD align="right"><FONT size="2">2.3</font></TD>
  <TD>&nbsp;</TD>
  <TD><FONT size="2">Form of Call and Put Option Agreement by and among Wipro
Limited, Spectramind eServices Private Limited and
Employee-Optionees of Spectramind eServices Private Limited dated July&nbsp;17,
2002.</font></TD>
 </TR>

 <TR>
<TR valign="top">
  <TD align="right"><FONT size="2">2.4</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">Form of Call and
Put Option Agreement by and among Wipro Limited, Spectramind
eServices Private Limited and Senior Management-Shareholders of
Spectramind eServices Private Limited dated July&nbsp;17, 2002.</font></TD>
 </TR>

 <TR>
<TR valign="top">
  <TD align="right"><FONT size="2">2.5</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">Form of
Securities Sale and Purchase Agreement by and among Wipro Limited, Spectramind
eServices Private Limited and Senior Management-Shareholders of
Spectramind eServices Private Limited dated July&nbsp;17, 2002.</font></TD>
 </TR>
 <TR>

  <TD align="right"><FONT size="2">2.6</font></TD>
  <TD>&nbsp;</TD>
  <TD><FONT size="2">Authorisation Agreement between Wipro Limited and Raman Roy,
dated July&nbsp;17, 2002.</font></TD>
 </TR>


 <TR>

  <TD align="right"><FONT size="2">99.1</font></TD>
  <TD>&nbsp;</TD>
  <TD><FONT size="2">Press release dated August&nbsp;1, 2002.</FONT></td>
</tr>
</table>

<P align="center"><FONT size="2">2</FONT>



<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2">SIGNATURES</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
</FONT>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR>
        <TD width="50%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="49%">&nbsp;</TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">Date: August&nbsp;15, 2002</FONT></TD>
        <TD colspan="2"><FONT size="2">WIPRO LIMITED</FONT></TD>
</TR>

<TR><TD>&nbsp;<BR>&nbsp;</TD></TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">By:&nbsp;</FONT></TD>
        <TD align="left"><FONT size="2">/s/&nbsp;&nbsp;&nbsp;Suresh C. Senapaty</FONT></TD>
</TR>
<TR>
        <TD colspan="2"><FONT size="1">&nbsp;</FONT></TD>
        <TD><HR size="1" noshade color="#000000"></TD>
</TR>
<TR valign="top">
        <TD colspan="2">&nbsp;</TD>
        <TD><FONT size="2">Suresh C. Senapaty<BR>
Executive Vice President, Finance</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">3</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="003"></A></DIV>
<P align="center"><FONT size="2">INDEX TO EXHIBITS</FONT>

<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1">Exhibits</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>





<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">2.1</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Share Sale and Purchase Agreement-ChrysCapital dated
July&nbsp;18, 2002.</font></TD>
 </TR>

<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">2.2</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Form of
Securities Sale and Purchase Agreement by and among Wipro Limited,
Spectramind eServices Private Limited and Employee-Shareholders of
Spectramind eServices Private Limited, dated
July&nbsp;17, 2002.</font></TD>
 </TR>


<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">2.3</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Form of Call and
Put Option Agreement by and among Wipro
Limited, Spectramind eServices Private Limited and
Employee-Optionees of Spectramind eServices Private Limited dated July&nbsp;17,
2002.</font></TD>
 </TR>



<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">2.4</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Form of Call and
Put Option Agreement by and among Wipro Limited, Spectramind
eServices Private Limited and Senior Management-Shareholders of
Spectramind eServices Private Limited dated July&nbsp;17, 2002.</font></TD>
 </TR>

<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">2.5</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Form of
Securities Sale and Purchase Agreement by and among Wipro Limited, Spectramind
eServices Private Limited and Senior Management-Shareholders of
Spectramind eServices Private Limited dated July&nbsp;17, 2002.</font></TD>
 </TR>

<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">2.6</font></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Authorisation Agreement between Wipro Limited and Raman Roy,
dated July&nbsp;17, 2002.</font></TD>
 </TR>

<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">99.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Press Release dated August&nbsp;1, 2002.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">4</FONT>


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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>f83881exv2w1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.1



                SHARE SALE AND PURCHASE AGREEMENT - CHRYSCAPITAL


This SHARE SALE AND PURCHASE AGREEMENT - CHRYSCAPITAL (this "AGREEMENT"), is
made as of this 18th day of July, 2002 by and between:

A.   CHRYSCAPITAL I, LLC, A Mauritius limited life company with limited
     liability, having its principal office at 3rd Floor, Les Cascades, Edith
     Cavell Street, Port Louis, Mauritius (hereinafter referred to as
     "CHRYSCAPITAL " or "SELLER" which expression shall unless it be repugnant
     to the context be deemed to include its successors, and permitted assigns);
     and

B.   WIPRO LIMITED, a company incorporated under the Companies Act, 1956, having
     its registered office at Doddakannelli, Sarjapur Road, Bangalore 560 035,
     India (hereinafter referred to as "WIPRO" or "PURCHASER" which expression
     shall unless it be repugnant to the context be deemed to include its
     successors, and permitted assigns).

Each of Seller and Purchaser shall be referred to herein as a "PARTY" and
collectively as the "PARTIES".


RECITALS

A.   The Seller owns 82.24% of the share capital of Spectramind Limited, a
     limited liability company incorporated in Bermuda having its registered
     office at Cedar House, 41, Cedar Avenue, Hamilton, Bermuda (hereinafter
     referred to as the "COMPANY") consisting of 791,974,345 Series A Preferred
     Shares of par value US$ 0.01 per share and it also owns 90,650,070 Series
     XB Warrants, 19,386,732 Series YB Warrants, 290,985,375 Series DB Warrants,
     235,724,139 Series EB Warrants (collectively referred to as "CHRYSCAPITAL
     SECURITIES").
<PAGE>
B.   The Company through its wholly owned subsidiary in Mauritius, Spectramind
     Limited, Mauritius owns a holding interest in Spectramind eServices Pvt.
     Limited, which is engaged in the business of remote processing activities
     and has set up a remote processing centre at Okhla, New Delhi.

C.   ChrysCapital, Housing Development Finance Corporation Limited ("HDFC"), Mr.
     Raman Roy, Spectramind Limited, Mauritius, Spectramind eServices Private
     Limited and the Company had entered into a Shareholders' Agreement dated as
     of March 15, 2000 (the "OLD SHAREHOLDERS' AGREEMENT") in relation to
     investments in the Company, Spectramind Limited, Mauritius and Spectramind
     eServices Private Limited.

D.   ChrysCapital, Mr. Raman Roy, WIPRO, Spectramind Limited, Mauritius,
     Spectramind eServices Private Limited and the Company entered into another
     Shareholders Agreement dated as of October 21, 2001, which superceded and
     replaced in its entirety the Old Shareholders Agreement ("PRESENT
     SHAREHOLDERS AGREEMENT").

E.   ChrysCapital, HDFC, Mr. Raman Roy, WIPRO, American Express Travel Related
     Services Company, Inc ("AMEX"), Spectramind Limited, Mauritius, Spectramind
     eServices Private Limited and the Company entered into a Modified
     Shareholders Agreement dated as of 12th February, 2002 which partly amended
     the Present Shareholders Agreement ("MODIFIED SHAREHOLDERS AGREEMENT").

F.   ChrysCapital, HDFC, Amex and the Company had entered into a Bermuda
     Shareholders Agreement dated as of February 12, 2002 which was in line with
     the Modified Shareholders Agreement ("Bermuda Shareholders Agreement")

G.   The Purchaser desires to purchase from Seller in compliance with the
     requirement of the Present Shareholders Agreement as modified by the
     Modified Shareholders Agreement, as well as the Bermuda Shareholders
     Agreement and Seller desires to sell to Purchaser all the ChrysCapital
     Securities on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, the Parties hereby agree as follows:

1.   DEFINITIONS

     As used in this Agreement the following terms shall have the respective
     meanings given to them below or in the Sections or documents indicated
     below:

     "AGREEMENT" shall mean this Share Sale and Purchase Agreement

     "AFFILIATE" means, with respect to any entity, any other entity which
     controls, is controlled by or is under common control with such entity.

     "CONTROL/CONTROLS" include 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 entity
     whether through the ownership of the voting securities of such entity or by
     contract or otherwise.

     "BOARD" shall mean the respective Board of Directors on the board of
     Spectramind eServices Private Limited, Spectramind Limited, Mauritius, and
     the Company as the case may be.
<PAGE>
     "BERMUDA SHAREHOLDERS AGREEMENT" shall have the same meaning as in Recital
     F.

     "CHRYSCAPITAL SECURITIES" shall have the same meaning assigned to it in
     Recital A.

     "CONSIDERATION" shall mean the consideration referred to in Clause 3(a).

     "CLOSING" shall have the meaning given to it under Clause 4.

     "CLOSING DATE" shall mean the date on which the payment of the entire
     consideration is made in one shot to the Seller in respect of the transfer
     of the ChrysCapital Securities as contemplated in this Agreement.

     "COMPANY" shall have the same meaning assigned to it in Recital A.

     "CONFIDENTIAL INFORMATION" means information received by Seller from the
     Purchaser or the Company or any of its subsidiaries in respect of the
     activities and affairs of the Company or any of its subsidiaries including
     the information received by the Seller's Board nominees on the board of
     directors on the Company or any of its subsidiaries and in respect of the
     transactions contemplated by or otherwise pursuant to this Agreement that
     is proprietary either to the Purchaser or the Company or any of its
     subsidiaries including information relating to the MIS, customer
     information, employees, process and systems etc., 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.

     "EXECUTION DATE" shall mean the date of execution of this Agreement.

     "INVESTORS" means, collectively, Mr Raman Roy, ChrysCapital, HDFC, WIPRO,
     AMEX and the Management Team.

     "MODIFIED SHAREHOLDERS AGREEMENT" shall have the meaning assigned to it in
     Recital E.

     "MANAGEMENT TEAM" shall mean the Management Team of Spectramind eServices
     Private Limited as listed out in Schedule 1 hereto.

     "OLD SHAREHOLDERS AGREEMENT" shall have the meaning assigned to it in
     Recital C.

     "PRESENT SHAREHOLDERS AGREEMENT" shall have the meaning assigned to it in
     Recital D.
<PAGE>
     "PURCHASER'S INDEMNITEES" shall have the meaning given to it under Clause 9
     (a).

     "SELLERS INDEMNITEES" shall have the meaning given to it under Clause 9 (b)

     "SHAREHOLDER/S" shall mean the shareholders of the Company.

     "THIRD PARTY" means any party other than Mr. Raman Roy, ChrysCapital, HDFC,
     WIPRO, AMEX and the Management Team.


2.   INTEREST TO BE PURCHASED.

     Subject to the terms and conditions of this Agreement and with effect from
     July 1, 2002, which is the date on which the parties mutually agreed that
     the effective control and risks and rewards of ownership transferred to the
     Purchaser, the Purchaser hereby has agreed to purchase from the Seller, and
     Seller hereby has agreed to sell to Purchaser, the ChrysCapital Securities
     and all of the rights, privileges, and obligations that attach to such
     ChrysCapital Securities, including the right and entitlement to be allotted
     shares by the Company pursuant to the Series XB Warrants, Series YB
     Warrants, Series DB Warrants and Series EB Warrants, all dividends, cash
     securities, and other property from time to time to be paid or distributed
     in respect of all or any part of the ChrysCapital Securities and all
     conversion rights and options under all or any of the warrants issued by
     any of the Company or any of its subsidiaries and all rights with respect
     to Seller's rights and obligations under the Present Shareholders
     Agreement, Modified Shareholders Agreement and the Bermuda Shareholders
     Agreement.

     The Parties confirm that the proposed sale and purchase of ChrysCapital
     Securities shall be in compliance with the requirements of the Present
     Shareholders Agreement, Modified Shareholders Agreement and the Bermuda
     Shareholders Agreement since the Seller does not wish to sell its shares in
     the Company to a Third Party and therefore the rights of first refusal and
     the tag along procedure as specified in Clause 4 and 5 of the Present
     Shareholders Agreement shall not apply.

     In consideration of the execution of this Agreement and with the express
     agreement that the Purchaser shall not consummate a transaction with any
     other Investor prior to the Closing Date, the Seller hereby irrevocably
     waives as of the date of this Agreement, all or any rights that it has/may
     have under the Present Shareholders Agreement as modified by the Modified
     Shareholders Agreement and the Bermuda Shareholders' Agreement in respect
     of any sale and purchase of Equity Securities (as defined in the Present
     Shareholders Agreement) between Purchaser and one or more of the Investors
     (other than the Seller) including the rights of first offer and tag along
     rights under Sections 4 and 5 of the Present Shareholders Agreement.
     However, if the Closing does not occur by July 31, 2002, or such other
     future date as may be mutually agreed upon between the Parties in writing
     prior to July 31, 2002, then the Seller's waiver shall stand cancelled and
     the Purchaser or other Shareholders will require a new written waiver from
     the Seller to proceed with any transaction, whether already entered into or
     otherwise, in respect of any sale or purchase of Equity Securities (as
     defined in the Present Shareholders Agreement


3.   PAYMENT.

(a)  Subject to the satisfaction or waiver of the conditions precedent set forth
     in SECTION 5 and the other terms and conditions of this Agreement, the
     consideration payable to the Seller
<PAGE>
     for the purchase of the ChrysCapital Securities by WIPRO shall be United
     States Dollars 60.49 million ("THE CONSIDERATION"), payable in accordance
     with the terms and conditions set out in this Agreement. No deduction shall
     be made by the Purchaser from the Consideration

(b)  At the Closing (as such term is hereinafter defined), Purchaser shall pay
     the Seller by wire transfer to an account or accounts designated by Seller
     in writing to Purchaser for that purpose an amount equal to the entire
     Consideration.


4.   CLOSING AND TERMINATION.

(a)  Subject to Section 5(a) and (b), the completion of the sale and purchase of
     the ChrysCapital Securities (the "CLOSING") contemplated by this Agreement
     shall take place, on the terms and subject to the conditions of this
     Agreement, at a location to be mutually agreed between the Parties on or
     before 31st July, 2002 , or such later date as may be mutually agreed to in
     writing by all Parties (the "CLOSING DATE").

(b)  At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

     (i)   the certificate/warrants representing the ChrysCapital Securities
           (which include the Series A Preferred Shares each fully paid to the
           extent of US$ 0.01 per share), along with a duly executed share
           transfer form in favor of the Purchaser;

     (ii)  an officer's certificate on behalf of Seller dated as of the Closing
           Date with respect to the organizational documents and the
           authorization for execution of this Agreement as well as the
           transactions contemplated by this Agreement.

     (iii) an officer's certificate on behalf of Seller dated the Closing Date
           confirming that all the Sellers' conditions to the Closing Date have
           been satisfied or waived and that the representations and warranties
           of Seller set forth in this Agreement as of Closing Date continues to
           true and correct in all material respects.

(c)  At the Closing, Purchaser shall deliver or cause to be delivered to Seller:

     (i)   the Consideration, as evidenced by a written confirmation of receipt
           of such amount from the recipient bank denominated by ChrysCapital;

     (ii)  an officer's certificate on behalf of Purchaser dated the Closing
           Date with respect to the organizational documents and and the
           authorization for execution of this Agreement as well as the
           transactions contemplated by this Agreement;

     (iii) an officer's certificate on behalf of Purchaser dated the Closing
           Date confirming that all the Purchaser's conditions to the Closing
           Date have been satisfied or waived and that the representations and
           warranties of Purchaser set forth in this Agreement as of the Closing
           Date continue to remain true and correct in all material respects.

     (iv)  Copy of requisite approvals of the other Government Authorities, RBI
           Approval or any other approval if required, for payment and
           remittance of the Consideration of the ChrysCapital Securities to the
           Seller.

(d)  Following delivery of the documents specified in Sections 4(b) and (c), the
     Seller shall cause for a board meeting of the Company to be held to pass
     resolutions relating to transfer of the ChrysCapital Securities in the name
     of Purchaser, and after the board
<PAGE>
     meeting the name of Purchaser shall be entered in the Register of Members
     of the Company as the owner of the ChrysCapital Securities, and the
     relevant share certificate will be endorsed in the name of the Purchaser.
     Seller will cooperate to the extent necessary or required for the board of
     the Company to accomplish such purposes. Further upon Closing, ChrysCapital
     shall cause the resignation of all its directors on the Board and the
     appointment of WIPRO nominees in place of such nominees.


5.   CONDITIONS PRECEDENT.

(a)  The obligation of Purchaser to consummate the transactions contemplated by
     Section 4(a) to 4(c) of this Agreement shall be subject to the fulfillment
     by the Seller on or before the Closing Date, of each of the following
     conditions, unless specifically waived by the Purchaser:

     (i)   the delivery of all of the documents and other items to be delivered
           to Purchaser at the Closing pursuant to Section 4(b);

     (ii)  the representations and warranties of the Seller set forth in this
           Agreement continue to remain as true and correct as of the Closing
           Date.

     (iii) all approvals of governmental or regulatory authorities having
           jurisdiction over the transactions contemplated by this Agreement,
           necessary on the part of the Seller to the execution and delivery of
           this Agreement and the consummation of the transactions contemplated
           hereby, shall have been obtained.

(b)  The obligation of Seller to consummate the transactions contemplated by
     Section 4(a) to 4(c) of this Agreement shall be subject to the fulfillment
     by the Purchaser, on or before the Closing Date, of each of the following
     conditions unless specifically waived by the Seller:

     (i)   the delivery of all of the amounts, documents, and other items to be
           delivered by Purchaser at the Closing pursuant to Section 4(c);

     (ii)  the representations and warranties of the Purchaser set forth in this
           Agreement continue to remain as true and correct as of the Closing
           Date.

     (iii) all approvals of governmental or regulatory authorities including
           from the Reserve Bank of India having jurisdiction over the
           transactions contemplated by this Agreement, necessary on the part of
           the Purchaser or their respective affiliates to the execution and
           delivery of this Agreement and the consummation of the transactions
           contemplated hereby, shall have been obtained;

     (iv)  A written letter of waiver from all the Investors of the Company
           other than AMEX confirming waiver of all rights the Investor has
           under the Present Shareholders Agreement as modified by the Modified
           Shareholders Agreement and the Bermuda Shareholders Agreement in
           respect of any sale and purchase of the Equity Shares of the Company
           or its subsidiaries including the tag along rights or the rights of
           first refusal
<PAGE>
     (v)   The Reserve Bank of India approval dated 25th January 2002 approving
           the payment of Consideration by the Purchaser ("RBI APPROVAL")
           continues to be valid, binding and subsisting in full force and
           effect as on the Closing Date.

(c)  Notwithstanding anything contained anywhere in this agreement, if the
     Seller does not receive the Consideration, without any deduction of
     whatsoever nature including , withholding tax in India or otherwise, the
     Seller is not required to consummate the transaction contemplated herein
     and the Closing shall be deemed to have not occurred. The Parties may then
     mutually discuss and agree on the future course of action to be taken vis a
     vis this transaction.


6.   COVENANTS.

(a)  The Seller shall not make, and shall cause its Affiliates not to make, any
     press releases or press conferences with respect to the transactions
     contemplated by this Agreement prior to the Closing Date or at any time
     thereafter for a period of three (3) months after the Closing Date, without
     the prior written consent of the Purchaser which consent shall not be
     unreasonably withheld by the Purchaser. Provided however, that the Seller
     shall, at all times, be entitled to communicate the details of this
     Agreement to its investors, committees and board. Notwithstanding anything
     contained herein, for the period of 3 months immediately after the Closing
     Date, the Seller shall be entitled to disclose the transactions
     contemplated by this Agreement to third parties in the ordinary course of
     its business provided that such disclosure is not by way of either a press
     release or press conference. It is hereby clarified that upon the expiry of
     3 months from the Closing Date, none of the restrictions on the Seller
     stipulated under this Clause 6(a) shall be effective against the Seller.

(b)  Each Party agrees to use its reasonable efforts to take or cause to be
     taken all actions necessary, proper, or advisable under applicable law and
     regulations to consummate the transactions contemplated by this Agreement,
     including filing for and pursuing all necessary third party, governmental,
     regulatory, and other approvals that may be required.

(c)  Purchaser shall be responsible for the payment of all stamp duties and
     sales, transfer, withholding, or similar taxes, if any, that may be
     assessed in respect of the transfer of all or any portion of the Shares.
     For avoidance of doubt, it is clarified that the Seller shall be
     responsible for any income or capital gains taxes, as per Bermuda Law.

(d)  Except as provided in Section 9, each Party shall pay the fees and expenses
     of its respective counsel, accountants and other experts and shall pay all
     other expenses incurred by it in connection with the negotiation
     preparation and execution of this Agreement and the consummation of the
     transactions contemplated hereby. The provisions of this Section 6(d) shall
     survive the Closing.

(e)  Purchaser agrees that it has the requisite RBI Approval to remit the
     Consideration to the Seller upon Closing in accordance with the terms of
     this Agreement and that it shall take all actions necessary to keep such
     approval valid and subsisting upon Closing and shall do all things
     necessary to ensure due payment of the Consideration in terms of this
     Agreement.

(e)  Seller agrees and undertakes to the Purchaser that for a period of two (2)
     years from the Closing Date, or the expiry of the Management Team lock-in
     as per the existing employment agreements of the Management Team with the
     Company (which will remain in force post Closing), whichever is earlier,
     the Seller shall not directly or knowingly
<PAGE>
     solicit or entice or endeavour to solicit or entice away from the Company
     or any of its subsidiaries any member of the Management Team of the Company
     or any of its subsidiaries save and except (i) in the event of termination
     by the Company of any member of the Management Team, then, the Seller or
     its Affiliate would be free to recruit such a member of the Management
     Team; and (ii) none of the restrictions stipulated in this Clause 6(f )
     would be applicable where such solicitation has not been initiated by the
     Seller either directly or indirectly either on its own behalf or on behalf
     of any other Affiliate or person or entity.,


7.   REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller represents and warrants to Purchaser that as of Execution Date as
     well as on the Closing Date:

(a)  the Company is duly organized and validly constituted under the laws of
     Mauritius and is a tax resident in Mauritius;

(b)  it has the requisite power and authority to make, execute, deliver, and
     perform this Agreement and to consummate the transactions contemplated
     herein;

(c)  the execution, delivery, and performance by it of this Agreement and the
     consummation of the transactions contemplated hereby, including the sale of
     all or any portion of the Shares to Purchaser will not (i) violate any
     provision of its memorandum and articles of association or other
     constituent documents, (ii) violate any provision of law or any order of
     any court or government applicable to it or any of its property or any
     mortgage or security;

(d)  no, approval of any governmental or regulatory agency, is required in
     connection with or to complete the sale of the ChrysCapital Securities or
     the consummation of the other transactions contemplated by this Agreement

(e)  there are no actions, suits, proceedings, or investigations, at law or in
     equity or by or before any court, government, administrative agency or
     arbitrator, of any nature, that might have an effect on the sale of all or
     any portion of the Shares by it or the consummation of the transactions
     contemplated by this Agreement;

(f)  this Agreement has been duly executed and delivered by an authorized
     signatory and constitutes the valid and binding obligations of it,
     enforceable against it in accordance with its terms except insofar as the
     enforceability may be limited by bankruptcy, insolvency, moratorium, or
     similar laws affecting creditors' rights generally or by general principles
     of equity;

(g)  it is the sole legal, beneficial, and record owner of the ChrysCapital
     Securities and all rights with respect thereto, with full and unrestricted
     power to sell, convey, transfer, assign, endorse, and otherwise deliver the
     ChrysCapital Securities and related rights to Purchaser as provided in this
     Agreement; and after the sale of the ChrysCapital Securities it shall not
     hold any shares in the Company.

(h)  it has not employed any broker, finder, advisor or intermediary in
     connection with the transactions contemplated by this Agreement that would
     be entitled to a broker's fee, finder's or similar fee or commission in
     connection therewith or upon the consummation thereof.
<PAGE>
(i)  Notwithstanding what is set forth in this Agreement, Seller has not made,
     and disclaims, any representation or warranty, whether express or implied
     and whether by common law, statute, or otherwise, regarding (i) the
     business/financial prospects of the Company, or (ii) any assets of the
     Company, save and except in respect of the ChrysCapital Securities to the
     extent expressly stated herein. The Parties agree and affirm that the
     ChrysCapital Securities are being sold and transferred on an "as is, where
     is" basis. The representations and warranties of Seller set forth in this
     Agreement shall survive the Closing for a period of one year from the
     Closing Date.


8.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.

     Purchaser represents and warrants to Seller that:

(a)  it is a corporation duly organized, validly existing, and in good standing
     under the laws of India;

(b)  it has the requisite power and authority to make, execute, deliver and
     perform this Agreement and to consummate the transactions contemplated
     herein;

(c)  the execution, delivery, and performance by it of this Agreement and the
     consummation of the transactions contemplated hereby, including the
     purchase of all or any portion of the ChrysCapital Securities from Seller,
     will not (i) violate any provisions of its memorandum and articles of
     association or other constituent documents, (ii) violate any provision of
     law or any order of any court or government applicable to it or any of its
     property, ;

(d)  no approval of any government or regulatory agency is required in
     connection with or to complete the sale of the ChrysCapital Securities or
     the consummation by it of the transactions contemplated by this Agreement
     except the RBI Approval which shall be valid and subsisting and in full
     force and effect as of Closing.

(e)  no notice is required to be given to any person, court, or government or
     any agency thereof by it in connection with the consummation of the
     transactions contemplated by this Agreement except such notices as will be
     given on or before the Closing;

(f)  there are no actions, suits, proceedings, or investigations, at law or in
     equity or by or before any court, government, administrative agency or
     arbitrator of any nature, that might have an effect on the consummation of
     the transactions contemplated by this Agreement and that are pending or
     threatened against, involving, or affecting it;

(g)  this Agreement has been duly executed and delivered by an authorized
     signatory of it and constitutes the valid and binding obligations of it,
     enforceable against it in accordance with its terms except insofar as the
     enforceability may be limited by bankruptcy, insolvency, moratorium, or
     similar laws affecting creditors' rights generally or by general principles
     of equity; and

(h)  it has not employed any broker, finder, advisor or intermediary in
     connection with the transactions contemplated by this Agreement that would
     be entitled to a broker's fee, finder's or similar fee or commission in
     connection therewith or upon the consummation thereof

(i)  The representations and warranties of Purchaser set forth in this Agreement
     shall survive the Closing for a period of one (1) year.
<PAGE>
9.   INDEMNIFICATION.

(a)  Seller hereby agrees to indemnify, defend, and hold harmless Purchaser and
     each of Purchaser's shareholders, Affiliates, officers, directors,
     employees, agents, successors, and assigns (collectively, the "PURCHASER
     INDEMNITEES") from and against each and every demand, claim, loss
     (including any reduction in value), liability, judgment, damage,
     assessment, cost, and expense (including interest, penalties, costs of
     preparation and investigation, and the reasonable fees, disbursements, and
     expenses of attorneys, accountants, and other professional advisors) in
     excess of U.S.$ 100,000 imposed on or incurred by the Purchaser
     Indemnitees, directly or indirectly, relating to, resulting from, or
     arising out of: (i) any inaccuracy in any representation or warranty of
     Seller contained in this Agreement, but only if the claim or demand for
     such indemnification is asserted prior to any date upon which such
     representation or warranty expires pursuant to Section 7 (i)

(b)  Purchaser hereby agrees to indemnify, defend, and hold harmless Seller and
     each of the Sellers's Affiliates, officers, directors, employees, agents,
     successors, and assigns (collectively, the "SELLER INDEMNITEES") from and
     against each and every demand, claim, loss (including any reduction in
     value), liability, judgment, damage, assessment, cost, and expense
     (including interest, penalties, costs of preparation and investigation, and
     the reasonable fees, disbursements, and expenses of attorneys, accountants,
     and other professional advisors) in excess of U.S.$ 100,000 imposed on or
     incurred by the Seller Indemnitees, directly or indirectly, relating to,
     resulting from or arising out of: (i) any inaccuracy in any representation
     or warranty of Purchaser contained in this Agreement, but only if the claim
     or demand for such indemnification is asserted prior to any date upon which
     such representation or warranty expires pursuant to Section 8(i) or (ii)
     any breach or nonfulfillment of any covenant, agreement, or other
     obligation of Purchaser under this Agreement; (iii) any expenses incurred
     by the ChrysCapital nominated directors nominated on the Board of the
     Company and or its subsidiaries in defending any legal proceedings
     initiated against them by any third party or any appropriate authorities
     arising out of any alleged acts or omissions on the part of the directors
     prior to the Closing Date save where such liability has arisen due to any
     fraud or negligence willfully committed by a ChrysCapital nominated
     director on the Board of the Company or its subsidiaries. .

(c)  If any claim or assertion of liability is made or asserted against a party
     entitled to be indemnified pursuant to this Section 9 (an "INDEMNIFIED
     PARTY"), the Indemnified Party shall with reasonable promptness and, in any
     event, no later than ten (10) days prior to the time the response to such
     claim or assertion of liability must be given, give to the other party
     ("INDEMNIFYING PARTY") written notice of the claim or assertion of
     liability and request the Indemnifying Party to defend the same. The
     Indemnified Party shall have the right to employ separate counsel in any
     such action and to participate in the defense thereof, but the fees and
     expenses of such counsel shall be at the expense of the Indemnified Party
     unless (i) the engagement thereof has been specifically authorized by the
     Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to
     promptly assume the defense of such action.

     The Indemnifying Party shall not be permitted to enter into any settlement
     or compromise involving any action or relief other than money unless the
     Indemnified Party shall have been notified in writing of the proposed
     settlement or compromise and shall have consented in writing thereto which
     consent shall not be unreasonably withheld or delayed. The Parties will
     co-operate with each other in the defense of any such action
<PAGE>
     and the relevant records of each shall be available to the other with
     respect to such defense.


10.  DISPUTE RESOLUTION.

     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 single arbitrator. The arbitration
     shall be conducted in accordance with the Indian Arbitration and
     Conciliation Act, 1996 in effect at the time of the arbitration, except as
     they may be modified by mutual agreement of the Parties. The seat of the
     arbitration shall be Bangalore, India and it shall be conducted in the
     English language. The arbitrator shall be appointed in accordance with the
     Indian Arbitration and Conciliation Act, 1996.

     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.


11.  NOTICES.

     All notices, requests, demands, and other communications under this
     Agreement shall be in writing and shall be deemed to have been duly given
     (i) on the date of delivery if delivered personally or by a recognized
     overnight delivery service to the Party to whom the notice, request, demand
     or other communication is to be given or (ii) on the day of transmission by
     telecopy if sent during normal business hours and otherwise on the next
     succeeding business day:

     To Seller:
                              CHRYSCAPITAL I, LLC
                              3rd Floor, Les Cascades
                              Edith Cavell Street
                              Port Louis
                              Mauritius

                              Att'n:  Director
                              Fax: [230-211-2000]
<PAGE>
     To Purchaser:            Doddakannelli,
                              Sarjapur Road,
                              Bangalore 560 035
                              India

                              Att'n:  Corporate Executive Vice President Finance
                              Fax:  (91) 80 8440051


     Either Party may change any address to which notices are to be given to it
     by giving notice as provided above of such change of address.


12.  MISCELLANEOUS.

(a)  Entire Agreement

     This Agreement represents the full and complete agreement of the Parties
     with respect to the subject matter hereof and supersedes all prior
     agreements (whether written or oral) between the Parties with respect to
     the subject matter hereof. No modification of this Agreement shall be valid
     unless the same is in writing and signed by each Party.


(b)  Assignment

     Rights and obligations under this Agreement may not be assigned or
     delegated by any Party without the written consent of the other Party. The
     Purchaser may nominate anyAffiliate ("Nominee") to purchase the
     ChrysCapital Securities on behalf of the Purchaser in which event both the
     Purchaser and the Nominee shall be bound by the terms and provisions of
     this Agreement and the respective rights and obligations of Purchaser and
     Seller.


(c)  Governing Laws

     This Agreement shall be governed, interpreted and enforced in accordance
     with the laws of India.


(d)  Title, Captions and Headings

     The titles, captions and headings contained in this Agreement are inserted
     for the convenience of reference only and are not intended to affect in any
     way the construction or interpretation of this Agreement.


(e)  Severability

     If any provision of this Agreement becomes or is declared by a court of
     competent jurisdiction to be illegal, unenforceable, or void, this
     Agreement shall continue in full force and effect without said provision;
     provided, however, that if such severability materially changes the
     economic benefits of this Agreement to either Party, the Parties shall
     negotiate an equitable adjustment in the provisions of this Agreement in
     good faith.


(f)  Limitation of Liability
<PAGE>
     Notwithstanding any other provision of this Agreement, no Party shall have
     any liability to any other Party for any special, punitive, exemplary,
     indirect, incidental or consequential loss and damages, including damages
     for loss of profit, loss or use or business stoppage (irrespective of
     whether the same be characterized as direct or indirect losses),
     irrespective of whether such liability arises in contract, breach, tort
     (including negligence and strictly liability), or otherwise.

     Subject to Clause 7, the Purchaser hereby confirms on Execution Date its
     satisfaction that it is not aware of any facts, and that there is nothing,
     which has or may have any adverse effect on the purchase of ChrysCapital
     Securities as contemplated herein. At Closing, the Purchaser hereby
     releases and absolves ChrysCapital from any duties and/or obligations that
     may be prevalent under the Old Shareholders Agreement, Present Shareholders
     Agreement or the Modified Shareholders Agreement or other arrangements.


(g)  Waiver

     Any of the conditions to the Closing set forth in this Agreement may be
     waived at any time in writing prior to or at the Closing by the party
     entitled to the benefit thereof. No waiver of any of the provisions of this
     Agreement shall be deemed to be or constitute a waiver of any other
     provision whether similar or not. No single waiver shall constitute a
     continuing waiver.


(h)  Counterparts

     This Agreement may be executed in counterparts, each of which shall be
     deemed an original but all of which together shall constitute one and the
     same instrument.


(i)  Survival

     The provisions of Section 12 (j) shall survive for a period of two years
     from the expiration or earlier termination of this Agreement.


(j)  Confidentiality

     The Seller shall maintain the confidentiality of Confidential Information
     in accordance with procedures adopted by the Seller and shall not disclose
     to any third party or use the same for any purpose whatsoever, provided
     that the Seller may deliver or disclose Confidential Information to (i) any
     Governmental authority having jurisdiction over the Seller to the extent
     required by law, or (ii) any other person to which such delivery or
     disclosure may be necessary or appropriate (A) to effect compliance with
     any Law applicable to such Party, (B) in response to any subpoena or other
     legal process, or (C) in connection with any litigation to which such Party
     is a party, provided further that, at the time of such disclosure as above,
     its shall provide the Purchaser with prompt written notice thereof so that
     the Purchaser may seek (with the cooperation and reasonable efforts of the
     Seller) a protective order, confidential treatment or other appropriate
     remedy, and in any event shall furnish only that portion of the information
     reasonably necessary for the purpose at hand, and shall exercise reasonable
     efforts to obtain reliable assurance that confidential treatment will be
     accorded such information to the extent reasonably requested by the
     Purchaser. Provided that nothing contained herein will be applicable to the
     Seller disclosing such Confidential Information to either its legal or
     financial advisors or any consultants, agents, custodians and advisors that
     the Seller may hire or retain in the course of the Seller's business.
<PAGE>
(k)  Specific Performance

     The Parties hereto agree that the obligations imposed on the Purchaser or
     the Seller, as the case may be, in the transaction agreements are special,
     unique and of an extraordinary character, and that, in the event of breach
     by the Purchaser or the Seller, as the case mty be, damages would not be an
     adequate remedy and therefore the Seller or the Purchaser ,as the case may
     be, shall be entitled to specific performance and injunctive and other
     equitable relief in addition to any other remedy to which it may be
     entitled, at law or in equity; and the parties hereto further agree to
     waive any requirement for the securing or posting of any bond in connection
     with the obtaining of any such injunctive or other equitable relief. The
     remedy set forth in this Section is cumulative and shall in no way limit
     any other remedy available under law, in equity or pursuant hereto.


IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date
first mentioned above.


SIGNED BY GULPREET KOHLI                              )
FOR AND ON BEHALF OF                                  )
CHRYSCAPITAL I, LLC                                   )

IN THE PRESENCE OF                                    )


SIGNED BY SATISH MENON                                )
FOR AND ON BEHALF OF                                  )
WIPRO LIMITED                                         )

IN THE PRESENCE OF                                    )
<PAGE>
                                                                      SCHEDULE 1
                            TO THE SHARE SALE AND PURCHASE AGREEMENT - CHRYSALIS


DETAILS OF THE MANAGEMENT TEAM

MR RAMAN ROY
MR RAJ DUTTA
MR S VARADARAJAN
MS NILANJANA PAUL
MR EDWARD QUINTERO
MR SUNIL GUJRAL
MR MAHESH NAIR
MR SUNIL RAWAL
MR ASHOK CHADHA
MS PADMINI MISRA
MR UPENDRA SINGH
MR G MADHAVAN
MS. ANITA P.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>4
<FILENAME>f83881exv2w2.txt
<DESCRIPTION>EXHIBIT 2.2
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.2


     SECURITIES SALE AND PURCHASE AGREEMENT -
                                              -------------------

This SECURITIES SALE AND PURCHASE AGREEMENT -                     ("AGREEMENT"),
                                              -------------------
is made as of this the 17th day of July, 2002 by and between:

A.                   , SON/DAUGHTER/WIFE OF                , RESIDENT OF
     ----------------                      ----------------
                                               (hereinafter referred to as
     ------------------------------------------
     "SELLER" which expression shall unless it be repugnant to the context be
     deemed to include his legal heirs, administrators and executors); and

B.   WIPRO LIMITED, a company incorporated under the Companies Act ,1956,,
     having its registered office at Doddakannelli, Sarjapur Road, Bangalore
     560035 (hereinafter referred to as "WIPRO" or "PURCHASER" which expression
     shall unless it be repugnant to the context be deemed to include its
     representatives, successors and assigns).

C.   SPECTRAMIND ESERVICES PRIVATE LIMITED, a company incorporated under the
     Companies Act ,1956,, having its registered office at 239, Okhla Industrial
     Estate Phase III, New Delhi 110020, India (hereinafter referred to as
     "COMPANY" which expression shall unless it be repugnant to the context be
     deemed to include its representatives, successors and assigns).

Seller and Purchaser shall be referred to herein as a "PARTY" and collectively
as "PARTIES".


RECITALS

A.   The Seller owns the Securities in Spectramind eServices Private Limited
     ("COMPANY") in the manner specified in Schedule 1.

B.   The Company is engaged in the business of remote processing activities and
     has set up a remote processing centre at Okhla, New Delhi and at Powai,
     Mumbai.

C.   The Seller and the Company entered into a Stock Option Agreement as
     modified by a Supplemental Stock Option Agreement dated July 17, 2002 with
     respect of the grant of options to the Seller under the employee stock
     option scheme of the Company, and the Seller is owner of the Options
     (pursuant thereto).

D.   The Purchaser desires to purchase from Seller and the Seller desires to
     sell to Purchaser the Securities subject to and on the terms and conditions
     set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, the Parties hereby agree as follows:

1.   DEFINITIONS

     As used in this Agreement the following terms shall have the respective
     meanings given to them below or in the Sections or documents indicated
     below:

     "AFFILIATE" means with respect to any entity/person, any other
     entity/person which Controls, is Controlled by or is under common Control
     with such entity.

                                       1
<PAGE>
     "AGGREGATE AMOUNTS" shall mean the amount payable by the Purchaser to the
     Seller as specified in Schedule 1.

     "AGREEMENT" shall mean this Agreement and any written modifications thereto
     and would include the Schedules specified and attached to this Agreement.

     "BOARD" shall mean the board of directors of the Company.

     "CAUSE" shall have the meaning assigned to it in the Employment Agreement.

     "CLOSING" shall have the meaning given to it under Clause 5.

     "CLOSING DATE" shall have the meaning given to it under Clause 5.

     "CONTROL/CONTROLS" include 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 entity
     whether through the ownership of the voting securities of such entity or by
     contract or otherwise.

     "CONFIDENTIAL INFORMATION" means information received by Seller from the
     Purchaser or the Company or any of its subsidiaries in respect of the
     activities and affairs of the Company or any of its subsidiaries including
     the information received by the Seller's Board nominees on the board of
     directors on the Company or any of its subsidiaries and in respect of the
     transactions contemplated by or otherwise pursuant to this Agreement that
     is proprietary either to the Purchaser or the Company or any of its
     subsidiaries including information relating to the MIS, customer
     information, employees, process and systems etc., 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.

     "EMPLOYMENT AGREEMENT" shall mean the Employment Agreement or Service
     Agreement entered into by the Seller with the Company or any of its
     affiliates.

     "EQUITY SHARE" shall mean a fully paid equity shares in the capital of the
     Company of par value of Rupees 10 each.

     "EXECUTION DATE" shall mean the date of execution of this Agreement.

     "OPTIONS" shall mean the options to acquire Equity Shares as specified in
     Schedule 1.

     "OPTION SHARES" shall mean the Equity Shares to be issued by the Company
     pursuant to the exercise of the Options.

     "SECURITIES" shall mean the Shares and Option Shares (to be acquired
     pursuant to the exercise of the Options) owned by the Seller as specified
     collectively in Schedule 1.

     "SHARES" shall mean Equity Shares owned by the Seller as specified in
     Schedule 1.

                                       2
<PAGE>
2.   SECURITIES TO BE PURCHASED

     Subject to the terms and conditions of this Agreement, and with effect from
     July 1, 2002, which is the date on which the Parties mutually agreed that
     the effective control and risks and rewards of ownership transfer to the
     Purchase, the Purchaser hereby agrees to purchase from the Seller, and
     Seller hereby agrees to sell to the Purchaser, the Securities and all of
     the rights, privileges, and obligations that attach to such Securities, all
     dividends, cash securities, and other property from time to time to be paid
     or distributed in respect of all or any part of the Securities, and all
     conversion rights and options thereunder.


3.   PAYMENT.

     (a)  Subject to the satisfaction or waiver of the conditions precedent set
          forth in SECTION 4 and the other terms and conditions of this
          Agreement, the consideration payable to the Seller, in accordance with
          the terms of this Agreement, for the purchase of the Shares and Option
          Shares by Wipro shall be as follows:

          (i)  Shares will be purchased at the rate of Rupees 98.92 per Share.
          (ii) Option Shares will purchased at the rate of Rupees 98.92 per
               Option Share.

     (b)  The Purchaser shall pay the consideration to Seller at the Closing by
          means of mail transfer or bankers' cheque issued in name of the Seller
          or to the Seller's order.


4.   CONDITIONS PRECEDENT.

     (a)  The obligation of the Purchaser, to consummate the transactions
          contemplated by Section 5 (Closing) of this Agreement shall be subject
          to the fulfillment on or before the Closing Date, by the Seller, of
          the following conditions unless specifically waived in writing by the
          Purchaser;

          (i)  representations and warranties of Seller set forth in this
               Agreement continuing to remain as true and correct as at the
               Closing Date.

     (b)  The obligation of the Seller to consummate the transactions
          contemplated by Section 5 (Closing) of this Agreement shall be subject
          to the fulfillment, on or before the Closing Date, by the Purchaser of
          each of the following conditions unless specifically waived in writing
          by the Seller:

          (i)  the representations and warranties of Purchaser set forth in this
               Agreement continuing to remain as true and correct as at the
               Closing Date; and

          (ii) execution of the Call and Put Option Agreement between the Seller
               and the Purchaser.

                                       3
<PAGE>
5.   CLOSING

     (a)  Subject to Sections 4(a) and 4(b), the completion of the sale and
          purchase of the Securities contemplated by this Agreement (the
          "CLOSING") shall take place, on the terms and subject to the
          conditions of this Agreement, at a location to be decided by the
          Parties on or before 31st July 2002, or such later date as may be
          mutually agreed to in writing by all Parties (the "CLOSING Date").

     (b)  At the Closing, Seller shall deliver or cause to be delivered to
          Purchaser:

          (i)   the certificate(s) representing the Shares along with a duly
                executed share transfer form(s) in favor of the Purchaser in
                respect of the sale and purchase of the Shares ,

          (ii)  in respect of the Option Shares the notice exercising the Option
                ("EXERCISE NOTICE"), an authorisation letter to the Company
                requiring delivery of the share certificate(s) representing
                Option Shares to the Purchaser and to accept the relevant
                exercise amount for the Options from WIPRO, and duly executed
                share transfer form(s) in favour of the Purchaser in respect of
                the Option Shares

          (iii) a certificate on behalf of Seller, dated the Closing Date
                confirming that all of Seller' conditions to the Closing have
                been satisfied or waived and that the representations and
                warranties of Seller set forth in this Agreement continue to
                remain true and correct in all material respects.

     (c)  At the Closing, Purchaser shall deliver or cause to be delivered to
          Seller::

          (i)  in respect of the Securities , the Purchaser shall deliver to the
               Seller the Aggregate Amounts being (A) in respect of the Shares,
               an amount equal to the number of Shares multiplied by the rate
               per Shares specified in Clause 3(a)(i), and (B) in respect of the
               Option Shares, an amount equal to the number of Option Shares
               multiplied by the relevant rate per Shares specified in Section
               3(a)(ii) less the relevant exercise price mentioned in Schedule 1
               multiplied by the number of the Option Shares; it being clarified
               that the relevant exercise price will be payable under Section 5
               (d) to the Company on the order of the Seller.

          (ii) an officer's certificate on behalf of Purchaser dated the Closing
               Date confirming that all of Purchaser's conditions to the Closing
               have been satisfied or waived and that the representations and
               warranties of Purchaser set forth in this Agreement continue to
               remain true and correct in all material respects.

     (d)  Following delivery of the documents specified in Sections 5(b) and
          (c), the Purchaser will pay the relevant exercise price (determined
          pursuant to Schedule 1) to the Company on behalf of the Seller, take
          delivery of the Options Shares certificates oe letter of allotment, as
          the case may be, and submit the same for approval of transfer of the
          same by the Company and delivery of the duly endorsed shares
          certificates for Option Shares. The Purchaser shall also submit the
          Shares to the Company for approval of the transfer and take delivery
          of the duly endorsed shares certificates.


6.   COVENANTS.

                                       4
<PAGE>
     (a)  The Seller shall not make, any public announcements with respect to
          the transactions contemplated by this Agreement without the prior
          written consent of the Purchaser

     (b)  Each Party agrees to use its reasonable efforts to take or cause
          to be taken all actions necessary, proper, or advisable under
          applicable law and regulations to consummate the transactions
          contemplated by this Agreement, including filing for and pursuing all
          necessary third party, governmental, regulatory, and other approvals
          that may be required.

     (c)  Purchaser shall be responsible for the payment of all stamp duties and
          sales, transfer, withholding, or similar taxes, if any, that may be
          assessed in respect of the transfer of all or any portion of the
          Securities. For avoidance of doubt, it is clarified that the Seller
          shall be responsible for any income or capital gains taxes, in
          accordance with applicable laws.

     (d)  Except as provided in Section 6(c), each Party shall pay the fees and
          expenses of its respective counsel, accountants and other experts and
          shall pay all other expenses incurred by it in connection with the
          negotiation, preparation and execution of this Agreement and the
          consummation of the transactions contemplated hereby. The provisions
          of this Section 6(d) shall survive the Closing.

     (e)  The Seller acknowledges that in the course of his employment with the
          Company and its affiliates the Seller will become familiar with the
          Company's and its affiliates trade secrets and with other confidential
          information concerning the Company and its affiliates and that
          Seller's services have been and will be of special, unique and
          extraordinary value to the Company and its affiliates. Therefore, the
          Seller agrees that, during his employment, and (i) in the case of
          termination for Cause or resignation, for two years thereafter, and
          (ii) in the case of termination by the Company and its affiliates
          without Cause, during the period in which the Seller receives payments
          of Salary pursuant to paragraph 5(b) of the Employment Agreement (the
          "NONCOMPETE PERIOD"), Seller shall not directly or indirectly own,
          manage, control, participate in, consult with, render services for, or
          in any manner engage in any business competing with the businesses of
          the Company or its subsidiaries as such businesses exist or are in
          process on the date of the termination of the Seller's employment,
          within any geographical area in which the Company or its subsidiaries
          engage or plan to engage in such businesses.

     (f)  During the Noncompete Period, the Seller shall not directly or
          indirectly through another entity (i) induce or attempt to induce any
          employee of the Company or any affiliate to leave the employ of the
          Company or such affiliate, or in any way interfere with the
          relationship between the Company or any subsidiary and any employee
          thereof, or (ii) induce or attempt to induce any customer, supplier,
          licensee or other business relation of the Company or any affiliate to
          cease doing business with the Company or such affiliate, or in any way
          interfere with the relationship between any such customer, supplier,
          licensee or business relation and the Company or any affiliate.

     (g)  If, at the time of enforcement of the Sections 6(e) to (h), a court
          shall hold that the duration, scope or area restrictions stated herein
          are unreasonable under circumstances then existing, the parties agree
          that the maximum duration, scope or area reasonable under such
          circumstances shall be substituted for the stated duration, scope or
          area and that the court shall be allowed to revise the restrictions
          contained herein to cover the maximum period, scope and area permitted
          by law.

     (h)  In the event of the breach or a threatened breach by Seller of any of
          the provisions of Sections 6(e) to (h), the Company, in addition and
          supplementary to other rights and remedies existing in its favor, may
          apply to any court of law or equity of competent

                                       5
<PAGE>
          jurisdiction for specific performance and/or injunctive or other
          relief in order to enforce or prevent any violations of the provisions
          hereof (without posting a bond or other security).

          (i)  Upon Payment of the consideration by the Purchaser to the Seller
               under Section 5, the Seller shall be duty bound to sell and
               transfer the Securities to the Purchaser.


7.   REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller represents and warrants to Purchaser that:

     (a)  the execution, delivery, and performance by the Seller of this
          Agreement and the consummation of the transactions contemplated
          hereby, including the sale of all or any portion of the Securities to
          Purchaser will not violate any provision of law or any order of any
          court or government applicable to it or any of its property or any
          mortgage or security;

     (b)  there are no actions, suits, proceedings, or investigations, at law or
          in equity or by or before any court, government, administrative agency
          or arbitrator, of any nature, that might have an effect on the sale of
          all or any portion of the Securities by the Seller or the consummation
          of the transactions contemplated by this Agreement;

     (c)  the Seller is the sole legal, beneficial, and record owner of the
          Shares and Options owned by him/her with all rights with respect
          thereto, with full and unrestricted power, , to sell, convey,
          transfer, assign, endorse, and otherwise deliver the same and related
          rights to Purchaser as provided in this Agreement.

     (d)  the Seller has not employed any broker, finder, advisor or
          intermediary in connection with the transactions contemplated by this
          Agreement that would be entitled to a broker's fee, finder's or
          similar fee or commission in connection therewith or upon the
          consummation thereof.

     Notwithstanding what is set forth in this Agreement, Seller has not made,
     and disclaims, any representation or warranty, whether express or implied
     and whether by common law, statute, or otherwise, regarding (i) the
     business/financial prospects of the Company, or (ii) any assets of the
     Company, save and except in respect of the Shares to the extent expressly
     stated herein. The Parties agree and affirm that the Shares are being sold
     and transferred on an "as is, where is" basis. The representations and
     warranties of Seller set forth in this Agreement shall survive the Closing
     for a period of two (2) years from the Closing Date.

8.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.

     Purchaser represents and warrants to Seller that:

     (a)  the Purchaser is a company duly organized, validly existing, and in
          good standing under the laws of India;

     (b)  the Purchaser has the requisite power and authority to make, execute,
          deliver and perform this Agreement and to consummate the transactions
          contemplated herein;

     (c)  the execution, delivery, and performance by it of this Agreement and
          the consummation of the transactions contemplated hereby, including
          the purchase of all or any portion of the Securities from Seller, will
          not (i) violate any provisions of its memorandum and articles of
          association or other constituent documents,

                                       6

<PAGE>
          (ii) violate any provision of law or any order of any court or
               government applicable to it or any of its property;

     (e)  no notice is required to be given to any person, court, or government
          or any agency thereof by it in connection with the consummation of the
          transactions contemplated by this Agreement except such notices as
          will be given on or before the Closing;

     (f)  there are no actions, suits, proceedings, or investigations, at law or
          in equity or by or before any court, government, administrative agency
          or arbitrator of any nature, that might have an effect on the
          consummation of the transactions contemplated by this Agreement and
          that are pending or threatened against, involving, or affecting it;

     (g)  this Agreement has been duly executed and delivered by an authorized
          signatory of it and constitutes the valid and binding obligations of
          it, enforceable against the Purchaser in accordance with its terms
          except insofar as the enforceability may be limited by bankruptcy,
          insolvency, moratorium, or similar laws affecting creditors' rights
          generally or by general principles of equity; and

     (h)  the Purchaser has not employed any broker, finder, advisor or
          intermediary in connection with the transactions contemplated by this
          Agreement that would be entitled to a broker's fee, finder's or
          similar fee or commission in connection therewith or upon the
          consummation thereof.

     The representations and warranties of Purchaser set forth in this Agreement
     shall survive the Closing for a period of two (2) years.

9.   DISPUTE RESOLUTION.

     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 single arbitrator. The arbitration
     shall be conducted in accordance with the Indian Arbitration and
     Conciliation Act, 1996 in effect at the time of the arbitration, except as
     they may be modified by mutual agreement of the Parties. The seat of the
     arbitration shall be Bangalore, India and it shall be conducted in the
     English language. The arbitrator shall be appointed by the Indian
     Arbitration and Conciliation Act, 1996.

     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.

                                       7
<PAGE>
10.  NOTICES.

     All notices, requests, demands, and other communications under this
     Agreement shall be in writing and shall be deemed to have been duly given
     (i) on the date of delivery if delivered personally or by a recognized
     overnight delivery service to the Party to whom the notice, request, demand
     or other communication is to be given or (ii) on the day of transmission by
     telecopy if sent during normal business hours and otherwise on the next
     succeeding business day:

     To Seller:     At the address mentioned in the title of this Agreement.

     To Purchaser:  Wipro Limited,
                    Doddakannelli,
                    Sarjapur Road,
                    Bangalore 560 035

                    Att'n: Corporate Executive Vice President Finance
                    Fax: (91) 80 844 0051

     Either Party may change any address to which notices are to be given to it
     by giving notice as provided above of such change of address.

11.  TERMINATION

     This Agreement and the transactions contemplated hereby may be terminated
     at any time by either Party if the Closing shall not have occurred on or
     before 31 August 2002 (or such later date as may be mutually agreed in
     writing by the Parties), by delivering written notice thereof to the other
     Party. Upon such termination neither Party shall have any further rights or
     obligations under this Agreement except such rights and obligations as by
     their express terms survive the expiration or earlier termination of this
     Agreement.

12.  MISCELLANEOUS.

(a)  Entire Agreement

     This Agreement represents the full and complete agreement of the Parties
     with respect to the subject matter hereof and supersedes all prior
     agreements (whether written or oral) between the Parties with respect to
     the subject matter hereof. No modification of this Agreement shall be valid
     unless the same is in writing and signed by each Party.

(b)  Assignment

     Rights and obligations under this Agreement may not be assigned or
     delegated by any Party without the written consent of the other Party which
     shall not be unreasonably withheld; provided, however, that Purchaser shall
     have the right, without the consent of Seller and without being released
     from its obligations under this Agreement, to assign and transfer its
     rights and obligations under this Agreement with respect to the acquisition
     of either or all of the Securities to a nominee of its choice. Subject to
     the foregoing limitation of this Section 12(b), the terms and provisions of
     this Agreement and the respective rights and obligations of Purchaser and
     Seller shall be binding upon, and inure to the benefit of, their respective
     successors and permitted assigns.

(c)  Title, Captions and Headings

                                       8
<PAGE>
     The titles, captions and headings contained in this Agreement are inserted
     for the convenience of reference only and are not intended to affect in any
     way the construction or interpretation of this Agreement.

(d)  Severability

     If any provision of this Agreement becomes or is declared by a court of
     competent jurisdiction to be illegal, unenforceable, or void, this
     Agreement shall continue in full force and effect without said provision;
     provided, however, that if such severability materially changes the
     economic benefits of this Agreement to either Party, the Parties shall
     negotiate an equitable adjustment in the provisions of this Agreement in
     good faith.

(e)  Limitation of Liability

     Notwithstanding any other provision of this Agreement, no Party shall have
     any liability to any other Party for any special, punitive, exemplary,
     indirect, incidental or consequential loss and damages, including damages
     for loss of profit, loss or use or business stoppage (irrespective of
     whether the same be characterized as direct or indirect losses),
     irrespective of whether such liability arises in contract, breach, tort
     (including negligence and strictly liability), or otherwise.

(f)  Waiver

     Any of the conditions to the Closing set forth in this Agreement may be
     waived at any time in writing prior to or at the Closing by the party
     entitled to the benefit thereof. No waiver of any of the provisions of this
     Agreement shall be deemed to be or constitute a waiver of any other
     provision whether similar or not. No single waiver shall constitute a
     continuing waiver.

(g)  Survival

     The provisions of this Section 12 shall survive the expiration or earlier
     termination of this Agreement.

(h)  Counterparts

     This Agreement may be executed in counterparts, each of which shall be
     deemed an original but all of which together shall constitute one and the
     same instrument.

(j)  Confidentiality

     The Seller shall maintain the confidentiality of Confidential Information
     in accordance with procedures adopted by the Seller and shall not disclose
     to any third party or use the same for any purpose whatsoever, provided
     that the Seller may deliver or disclose Confidential Information to (i) any
     Governmental authority having jurisdiction over the Seller to the extent
     required by law, or (ii) any other person to which such delivery or
     disclosure may be necessary or appropriate (A) to effect compliance with
     any Law applicable to such Party, (B) in response to any subpoena or other
     legal process, or (C) in connection with any litigation to which such Party
     is a party, provided further that, at the time of such disclosure as above,
     its shall provide the Purchaser with prompt written notice thereof so that
     the Purchaser may seek (with the cooperation and reasonable efforts of the
     Seller) a protective order, confidential treatment or other appropriate
     remedy, and in any event shall furnish only that portion of the information
     reasonably necessary for the

                                       9

<PAGE>
     purpose at hand, and shall exercise reasonable efforts to obtain reliable
     assurance that confidential treatment will be accorded such information to
     the extent reasonably requested by the Purchaser.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date
first mentioned above.


SIGNED BY                            )
SELLER BEING                         )

IN THE PRESENCE OF                   )



SIGNED BY                            )
FOR AND ON BEHALF OF                 )
WIPRO LIMITED                        )

IN THE PRESENCE OF                   )



SIGNED BY                            )
FOR AND ON BEHALF OF                 )
SPECTRAMIND ESERVICES PRIVATE LIMITED)

IN THE PRESENCE OF                   )

                                       10
<PAGE>
                                                                      SCHEDULE 1

     TO THE SECURITIES SALE AND PURCHASE AGREEMENT -
                                                     ---------------------------
A.   DETAILS OF THE SECURITIES


SHARES

NUMBER       NIL           SHARE CERTIFICATE NO.        NOT APPLICABLE


OPTION SHARES

[              ] OPTIONS WITH EXERCISE PRICE OF RUPEES 12.70 PER OPTION.
[              ] OPTIONS WITH EXERCISE PRICE OF RUPEES 30.92 PER OPTION.


B.   AGGREGATE AMOUNTS DETERMINATION

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
SECURITIES                 NUMBER (A)            RATE PER SECURITY AS      AMOUNT = A*B
                                                 MENTIONED IN SECTION 3
                                                 (B)
<S>                        <C>                   <C>                       <C>
- ---------------------------------------------------------------------------------------
SHARES
- ---------------------------------------------------------------------------------------
OPTION SHARES
- ---------------------------------------------------------------------------------------
                                                 SUB-TOTAL (C)
- ---------------------------------------------------------------------------------------
LESS - EXERCISE PRICE
- ---------------------------------------------------------------------------------------
OPTIONS AT 12.70
- ---------------------------------------------------------------------------------------
OPTIONS AT 30.92
- ---------------------------------------------------------------------------------------
                                                 SUB-TOTAL (D)
- ---------------------------------------------------------------------------------------
AGGREGATE AMOUNTS
(C-D)
- ---------------------------------------------------------------------------------------
</TABLE>

                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>5
<FILENAME>f83881exv2w3.txt
<DESCRIPTION>EXHIBIT 2.3
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.3



              CALL AND PUT OPTION AGREEMENT - _____________________


THIS CALL AND PUT OPTION AGREEMENT - ___________________ ('AGREEMENT") is made
on this the 17th day of July, 2002

A.   ____________________, son / daughter / wife of __________________, residing
     at ______________________________________ (hereinafter referred to as
     "OPTIONEE" which expression shall unless it be repugnant to the context be
     deemed to include his legal heirs, executors and administrators);

B.   WIPRO LIMITED, a company incorporated under the Companies Act ,1956,,
     having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560
     035, (hereinafter referred to as "WIPRO" which expression shall unless it
     be repugnant to the context be deemed to include its successors and
     assigns); and

C.   SPECTRAMIND ESERVICES PRIVATE LIMITED, a company incorporated under the
     Companies Act ,1956,, having its registered office at 239, Okhla Industrial
     Estate Phase III, New Delhi 110020, India (hereinafter referred to as
     "COMPANY" which expression shall unless it be repugnant to the context be
     deemed to include its representatives, successors and assigns).

Each of Optionee, the Company and WIPRO shall be referred to herein as a "PARTY"
and jointly as the "PARTIES".


RECITALS

A.   The Spectramind eServices Private Limited ("COMPANY") is engaged in the
     business of remote processing activities and has set up a remote processing
     centre at Okhla, New Delhi.

B.   Optionee and the Company entered into a Stock Option Agreement as modified
     by a Supplemental Stock Option Agreement dated July 17, 2002, with respect
     of the grant of options to him under the employee stock option scheme of
     the Company, and pursuant thereto, Optionee is the owner of the employee
     stock options as specified in Schedule 1 ("EMPLOYEE STOCK OPTIONS").

C.   Optionee and Wipro desires to execute a Call and Put Option over the Option
     Shares subject to and in accordance with the terms and conditions of this
     Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, the Parties hereby agree as follows:


1.   DEFINITIONS

1.1  The following words and phrases, wherever used in this Agreement, shall
     have the following meanings:

     "ACQUISITION DATE" shall mean the date(s) on which the Option Shares are
     allotted to the Optionee pursuant to the exercise of the relevant Employee
     Stock Options and the Company will allot the Option Shares within three (3)
     days of such exercise as provided in the employee stock option scheme of
     the Company

                                                                               1
<PAGE>
     "CALL NOTICE" shall mean the notice delivered by WIPRO on Optionee pursuant
     to Clause 2.1 of this Agreement

     "CALL/PUT OPTION PERIOD" shall mean the six months following each of the
     Acquisition Date

     "CAUSE" shall have the meaning assigned to it in the Employment Agreement.

     "CONFIDENTIAL INFORMATION" means information received by the Optionee from
     any Investor or the Company or any of its subsidiaries in respect of the
     activities and affairs of the Company or any of its subsidiaries including
     the information received by the Optionee as a member on the board of
     directors on the Company or any of its subsidiaries and in respect of the
     transactions contemplated by or otherwise pursuant to this Agreement that
     is proprietary either to the Investor or the Company or any of its
     subsidiaries including information relating to the MIS, customer
     information, employees, process and systems etc., 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.

     "ENCUMBRANCE" means any charge, lien, equity, third party right, option,
     right of pre-emption or any other encumbrance, priority or security
     interest of whatsoever nature.

     "EQUITY SHARES" means the equity shares of Rs.10/- each of the Company

     "NOTICE DATE" shall mean the date of service of the Call Notice as per
     Clause 2.1, or the date of service of the Put Notice as per Clause 2.2.

     "EMPLOYMENT AGREEMENT" shall mean the Employment Agreement or Service
     Agreement entered into by the Optionee with the Company or any of its
     affiliates.

     "EMPLOYEE STOCK OPTIONS" shall mean the employee stock options granted to
     Optionee by the Company and as specified in Schedule 1.

     "STRIKE PRICE" shall mean the Fair Market Value of the Equity Shares

     "FAIR MARKET VALUE" shall mean the value of each Equity Share based on
     enterprise value of the Company divided by 8,10,69,742 shares, being the
     number of shares of the Company on a fully diluted and as fully converted
     basis as on the date of this Agreement, as applicable for the quarter in
     which the Notice Date falls. The enterprise value will be as determined by
     an External Independent Valuer of international repute, as the case may be
     by reference to (i) liquidity, (ii) yield capabilities, (iii) book value,
     and (iv) average metrics of the top five listed global companies comparable
     in the same space in which the Company is operating. The Fair Market Value
     shall be determined initially as of April 1st 2003 and thereafter on at
     least a semi-annual basis commencing from such date.

     "OPTION SHARES" shall mean the Equity Shares issued and allotted by the
     Company to Optionee pursuant to the exercise of the Employee Stock Options.

     "PUT NOTICE" shall mean the notice delivered by Optionee on WIPRO pursuant
     to Clause 2.2 of this Agreement

                                                                               2
<PAGE>

     "SETTLEMENT DATE" shall mean the date for the transfer of the Option Shares
     not being later than seven (7) days from the relevant Notice Date.

     "SETTLEMENT PERIOD" means the period between the Notice Date and the
     Settlement Date.

     "OPTION SHARE DOCUMENTS" shall mean the original share certificates
     pertaining to the Option Shares and share transfer forms for transfer of
     the Option Shares.


2.   CALL AND PUT OPTION

2.1  At any time during the Call/Put Option Period, WIPRO shall have the option
     to purchase all or any of the Option Shares by issuing a Call Notice at the
     relevant Strike Price. The Call Notice will specify the number of Option
     Shares intended to be purchased. On the exercise of such option by WIPRO,
     Optionee shall be obliged to sell to WIPRO, on a spot delivery basis, the
     Option Shares at the relevant Strike Price, and such sale shall be subject
     to Optionee's confirmation that the Option Shares are without any
     Encumbrance. Such purchase by WIPRO of the Option Shares shall be completed
     on a spot delivery basis on the Settlement Date as contemplated in Section
     3. It is clarified that WIPRO shall be entitled to purchase the Option
     Shares either directly or designate a nominee for this purpose. Provided
     that in respect of the Option Shares which are allotted at different dates,
     WIPRO may issue one or more Call Notices during the relevant Call/Put
     Option Period.

2.2  At any time during the Call/Put Option Period, Optionee shall have the
     option to sell all or any of the Option Shares by issuing a Put Notice at
     the relevant Strike Price. The Put Notice will specify the number of Option
     Shares intended to be sold. Upon exercise of such an option by Optionee,
     WIPRO shall be shall be obliged to purchase, on a spot delivery basis, the
     Option Shares at the relevant Strike Price, and such purchaser shall be
     subject to Optionee's confirmation that the Option Shares are without any
     Encumbrance. Such purchase by WIPRO of the Option Shares at the relevant
     Option relevant Strike Price shall be completed on a spot delivery basis on
     the Settlement Date as contemplated in Section 3. It is clarified that
     WIPRO shall be entitled to purchase the Option Shares either directly or
     designate a nominee for this purpose. Provided that in respect of the
     Option Shares which are allotted at different dates, Optionee may issue one
     or more Put Notices during the relevant Call/Put Option Period.

2.3  Optionee shall be bound, upon receipt of the Call Notice or issue of the
     Put Notice, as the case may be to sell all the Option Shares at the Strike
     Price to WIPRO and undertake all necessary action in the Settlement Period
     including, but not limited to, the execution of any and all documents and
     transfer deeds required to complete such sale and transfer of the Option
     Shares for consideration received.

2.4  WIPRO shall be bound, upon issue of the Call Notice or receipt of Put
     Notice, as the case may be to purchase from the Optionee all the Option
     Shares at the Strike Price and make payment of the consideration.

2.5  The Company shall undertake all steps and actions to give effect to the
     transactions contemplated in this Agreement.

                                                                               3
<PAGE>
3.   COMPLETION

     Completion shall take place on the Settlement Date at the registered office
     of the Company. At the Completion, (a) Optionee shall simultaneously with
     the payment by WIPRO of an amount equal to the Strike Price multiplied by
     the number of Option Shares which are subject matter of the relevant Call
     Option or the Put Option as the case may be , deliver or cause to be
     delivered to WIPRO, or its nominee, the Share Documents, and do such things
     and execute such other documents as shall be necessary, or as WIPRO may
     reasonably request, to give effect to the sale of the Option Shares which
     are subject matter of the relevant Call Option or the Put Option as the
     case may be, and (b) WIPRO shall simultaneously with the delivery of the
     Share Documents by the Optionee, make payment to Optionee of an amount
     equal of the Strike Price multiplied by the number of Option Shares which
     are subject matter of the relevant Call Option or the Put Option as the
     case may be.


4.   REPRESENTATIONS AND WARRANTIES

4.1  REPRESENTATIONS AND WARRANTIES OF WIPRO

     WIPRO hereby represents and warrants that:

     (a)  It has full legal capacity and legal right to undertake its
          obligations provided for in this Agreement, and to execute and deliver
          this Agreement, and to perform and observe the terms and provisions
          hereof applicable to it. This Agreement constitutes the legal, valid
          and binding obligations of WIPRO enforceable against it in accordance
          with the terms hereof. The execution, delivery and performance of this
          Agreement has been duly authorized by all necessary actions on its
          part; and

     (b)  The execution, delivery and performance of this Agreement does not and
          will not violate or exceed its legal capacity or contravene any
          provision of any applicable law, regulation, decree or order to which
          it is subject, or any contract, agreement or other instrument to which
          it is a party, or which is binding upon it or to any provision of any
          mortgage, deed, contract, agreement or other instrument to which it is
          a party, or which is binding upon it or attaches to any of its assets.


4.2  REPRESENTATION AND WARRANTIES OF OPTIONEE

     Optionee represents and warrants that:

     (a)  This Agreement constitutes the legal, valid and binding obligations of
          Optionee enforceable against Optionee, in accordance with the terms
          hereof.

     (b)  The execution, delivery and performance of this Agreement does not and
          will not violate or exceed Optionee's legal capacity or contravene any
          provision of any applicable law, regulation, decree or order to which
          he is subject, or any contract, agreement or other instrument to which
          Optionee is a party, or which is binding upon Optionee or to any
          provision of any mortgage, deed, contract, agreement or other
          instrument to which Optionee is a party, or which is binding upon
          Optionee or attaches to any of his assets.

                                                                               4
<PAGE>
5.   COVENANTS

5.1  Optionee and WIPRO undertake and agree that they shall abstain from any
     action, the object or effect of which would be to restrict and prevent the
     sale, transfer and disposal of the Option Shares under this Agreement,
     except as contemplated in this Agreement.

5.2  In the event that there is a change of law in India making the enforcement
     of this Agreement illegal in India, the Parties undertake that they shall,
     upon demand by either Party enter into a spot delivery agreement on the
     same terms as this Agreement for the purchase of the Option Shares, if the
     same is permissible under Indian law. If such spot delivery sale is not
     permissible by Indian law, the Parties agree to execute any other modified
     contract or agreement to give effect to the contemplated transactions in
     compliance with such change in law.


5.3  NON-COMPETE AND NON-SOLICITATION

     (a)  The Optionee acknowledges that in the course of his employment with
          the Company and its affiliates the Optionee will become familiar with
          the Company's and its affiliates trade secrets and with other
          confidential information concerning the Company and its affiliates and
          that Optionee's services have been and will be of special, unique and
          extraordinary value to the Company and its affiliates. Therefore, the
          Optionee agrees that, during his employment, and (i) in the case of
          termination for Cause or resignation, for two years thereafter, and
          (ii) in the case of termination by the Company and its affiliates
          without Cause, during the period in which the Optionee receives
          payments of Salary pursuant to paragraph 5(b) of the Employment
          Agreement (the "NONCOMPETE PERIOD"), Optionee shall not directly or
          indirectly own, manage, control, participate in, consult with, render
          services for, or in any manner engage in any business competing with
          the businesses of the Company or its subsidiaries as such businesses
          exist or are in process on the date of the termination of the
          Optionee's employment, within any geographical area in which the
          Company or its subsidiaries engage or plan to engage in such
          businesses.

     (b)  During the Noncompete Period, the Optionee shall not directly or
          indirectly through another entity (i) induce or attempt to induce any
          employee of the Company or any affiliate to leave the employ of the
          Company or such affiliate, or in any way interfere with the
          relationship between the Company or any subsidiary and any employee
          thereof, or (ii) induce or attempt to induce any customer, supplier,
          licensee or other business relation of the Company or any affiliate to
          cease doing business with the Company or such affiliate, or in any way
          interfere with the relationship between any such customer, supplier,
          licensee or business relation and the Company or any affiliate.

     (c)  If, at the time of enforcement of this Clause 5.3, a court shall hold
          that the duration, scope or area restrictions stated herein are
          unreasonable under circumstances then existing, the parties agree that
          the maximum duration, scope or area reasonable under such
          circumstances shall be substituted for the stated duration, scope or
          area and that the court shall be allowed to revise the restrictions
          contained herein to cover the maximum period, scope and area permitted
          by law.

     (d)  In the event of the breach or a threatened breach by Optionee of any
          of the provisions of this Clause 5.3, the Company, in addition and
          supplementary to other rights and remedies existing in its favor, may
          apply to any court of law or equity of competent jurisdiction for
          specific performance and/or injunctive or

                                                                               5
<PAGE>
     other relief in order to enforce or prevent any violations of the
     provisions hereof (without posting a bond or other security).


5.4  RECONSTITUTION RIGHTS

     The Parties agree that in the event of any restructuring and/or
     recapitalisation of the Company or any event constituting similar effect
     including but not limited to issue of bonus shares, rights shares, mergers,
     sale, dissolution, liquidation of the Company, WIPRO and Company will take
     all such neccessary steps to protect the intent of the Parties set out in
     this Agreement and place the Optionee in the same economic position that it
     would have been, had any such aforementioned event not occurred or
     initiated.


6.   EFFECTIVE DATE AND DURATION OF OBLIGATIONS

6.1  This Agreement shall come into force on ___________.

6.2  This Agreement shall terminate upon the expiry of the Call/Put Option
     Period in respect of the last of the Option Shares which the Optionee is
     entitled to be allotted in respect of the Options specified in Schedule 1.

6.3  If a Call Notice(s) or a Put Notice shall have been served on or prior to
     the expiry of the Call/Put Option Period, this Agreement shall continue in
     force even after the periods specified in Clause 6.1, until the fulfillment
     of the Parties obligations hereunder in relation to all such Call
     Notice(s)/Put Notice(s) whereupon it shall terminate.


7.   MISCELLANEOUS

7.1  ENTIRE UNDERSTANDING

     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.


7.2  AMENDMENTS

     This Agreement shall not be amended, modified, altered or changed in any
     way except in a writing executed by a duly authorised representative of
     each Party. A waiver by any Party hereto of any provision of this Agreement
     or a breach thereunder shall not be deemed to constitute a subsequent or
     future waiver of the same or any other provision or a breach of this
     Agreement.


7.3  SPECIFIC PERFORMANCE

     The Parties hereby acknowledge and confirm that it is impossible to measure
     in money the damages which will accrue to a Party or to their heirs,
     personal representatives, or 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 his heirs, personal representatives, or 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 or such personal
     representative 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.

                                                                               6
<PAGE>
7.4  NOTICES

     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:

     <TABLE>
     <S>                                <C>
     in the case of Optionee to:        At the address mentioned in the description
                                        of the Optionee on page 1.

     in the case of Wipro to:           Wipro Limited,
                                        Doddakannelli,
                                        Sarjapur Road,
                                        Bangalore 560 035

                                        ATT'N:  Corporate Executive Vice President Finance
                                                FAX:  (91) 80 844 0051
     </TABLE>


     All such notices, communications and correspondence shall be sent and
     deemed to have been received as follows: (i) if by facsimile, upon receipt
     of the confirmation copy; and (ii) 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.


7.5  WAIVER

     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.


7.6  EXPENSES

     Except as otherwise specifically provided for in the Agreement, each Party
     shall bear its respective expenses, costs and fees (including attorneys',
     auditors' and financing commitment fees) in connection with the
     transactions contemplated hereby, including the preparation, execution and
     delivery of this Agreement.


7.7  ARBITRATION

     If any disputes, differences, or questions arise in respect of this letter
     or the subject matter hereof, the same shall be settled by arbitration in
     accordance with the Arbitration and Conciliation Act, 1996 by a sole
     arbitrator.

     The arbitration shall take place in Bangalore and shall be conducted in
     English.

     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.

                                                                               7
<PAGE>
     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.


7.8  TITLE, CAPTIONS AND HEADINGS

     The titles, captions and headings contained in this Agreement are inserted
     for the convenience of reference only and are not intended to affect in any
     way the construction or interpretation of this Agreement.


7.9  BINDING EFFECT

     This Agreement shall be binding upon and inure to the benefit of the
     Parties and their respective heirs, successors, permitted assigns,
     executors and administrators of the Parties hereto.


7.10 CONFIDENTIALITY

     The Seller shall maintain the confidentiality of Confidential Information
     in accordance with procedures adopted by the Seller and shall not disclose
     to any third party or use the same for any purpose whatsoever, provided
     that the Seller may deliver or disclose Confidential Information to (i) any
     Governmental authority having jurisdiction over the Seller to the extent
     required by law, or (ii) any other person to which such delivery or
     disclosure may be necessary or appropriate (A) to effect compliance with
     any Law applicable to such Party, (B) in response to any subpoena or other
     legal process, or (C) in connection with any litigation to which such Party
     is a party, provided further that, at the time of such disclosure as above,
     its shall provide the Purchaser with prompt written notice thereof so that
     the Purchaser may seek (with the cooperation and reasonable efforts of the
     Seller) a protective order, confidential treatment or other appropriate
     remedy, and in any event shall furnish only that portion of the information
     reasonably necessary for the purpose at hand, and shall exercise reasonable
     efforts to obtain reliable assurance that confidential treatment will be
     accorded such information to the extent reasonably requested by the
     Purchaser.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date
first mentioned above.

     SIGNED BY                                      )
     OPTIONEE BEING                                 )
     In the presence of                             )

                                                                               8
<PAGE>
     SIGNED BY                                      )
     For and on behalf of                           )
     WIPRO LIMITED                                  )

     In the presence of                             )

     SIGNED BY                                      )
     For and on behalf of                           )
     SPECTRAMIND ESERVICES PRIVATE LIMITED          )

     In the presence of                             )

                                                                               9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>6
<FILENAME>f83881exv2w4.txt
<DESCRIPTION>EXHIBIT 2.4
<TEXT>
<PAGE>

                                                                     EXHIBIT 2.4


                         CALL AND PUT OPTION AGREEMENT

THIS CALL AND PUT OPTION AGREEMENT - ("AGREEMENT") is made on this the 17th day
of July, 2002

A.    ___________, son of ______________residing at ______________(hereinafter
      referred to as "OPTIONEE" which expression shall unless it be repugnant to
      the context be deemed to include his legal heirs, executors and
      administrators);

B.    WIPRO LIMITED, a company incorporated under the Companies Act ,1956,,
      having its registered office at Doddakannelli, Sarjapur Road, Bangalore
      560 035, (hereinafter referred to as "WIPRO" which expression shall unless
      it be repugnant to the context be deemed to include its successors and
      assigns); and

C.    SPECTRAMIND ESERVICES PRIVATE LIMITED, a company incorporated under the
      Companies Act ,1956,, having its registered office at 239, Okhla
      Industrial Estate Phase III, New Delhi 110020, India (hereinafter referred
      to as "COMPANY" which expression shall unless it be repugnant to the
      context be deemed to include its representatives, successors and assigns).

Each of Optionee, the Company and WIPRO shall be referred to herein as a "PARTY"
and jointly as the "PARTIES".

RECITALS

A.    The Spectramind eServices Private Limited ("COMPANY") is engaged in the
      business of remote processing activities and has set up a remote
      processing centre at Okhla, New Delhi.

B.    ChrysCapital I, LLC, Mauritius ("CHRYSCAPITAL'), Housing Development and
      Finance Corporation Limited ("HDFC"), Optionee and the Spectramind
      Limited, Bermuda had entered into a Shareholders' Agreement dated as of
      March 15, 2000 (the "OLD SHAREHOLDERS' AGREEMENT") in relation to
      investments in the Spectramind Limited, Bermuda, Spectramind Limited,
      Mauritius and the Company.

C     ChrysCapital, HDFC, Optionee, WIPRO, Spectramind Limited, Mauritius,
      Spectramind Limited, Bremuda and the Company had entered into another
      Shareholders Agreement dated as of October 18, 2001 ("PRESENT SHAREHOLDERS
      AGREEMENT") which superceded and replaced in its entirety the Old
      Shareholders Agreement.

D.    ChrysCapital, HDFC, Optionee, WIPRO, American Express Travel Related
      Services Company, Inc ("AMEX"), Spectramind Limited, Mauritius,
      Spectramind Limited, Bermuda and the Company had entered into a Modified
      Shareholders Agreement dated as of 12th February, 2002 which partly
      amended the Present Shareholders Agreement ("MODIFIED SHAREHOLDERS
      AGREEMENT").

E.    Optionee and the Company entered into a Stock Option Agreement as modified
      by a Supplemental Stock Option Agreement dated July 17, 2002, with respect
      of the grant of options to him under the employee stock option scheme of
      the Company, and pursuant thereto, Optionee is the owner of the employee
      stock options as specified in Schedule 1 ("EMPLOYEE STOCK OPTIONS").

F.    Optionee and Wipro desires to execute a Call and Put Option over the
      Option Shares


                                                                     Page 1 of 9
<PAGE>
      subject to and in accordance with the terms and conditions of this
      Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, the Parties hereby agree as follows:

1.    DEFINITIONS

1.1   The following words and phrases, wherever used in this Agreement, shall
      have the following meanings:

      "ACQUISITION DATE" shall mean the date(s) on which the Option Shares are
      allotted to the Optionee pursuant to the exercise of the relevant Employee
      Stock Options and the Company will allot the Option Shares within three
      (3) days of such exercise as provided in the employee stock option scheme
      of the Company

      "CALL NOTICE" shall mean the notice delivered by WIPRO on Optionee
      pursuant to Clause 2.1 of this Agreement

      "CALL/PUT OPTION PERIOD" shall mean the six months following each of the
      Acquisition Date

      "CAUSE" shall have the meaning assigned to it in the Employment Agreement.

      "CONFIDENTIAL INFORMATION" means information received by the Optionee from
      any Investor or the Company or any of its subsidiaries in respect of the
      activities and affairs of the Company or any of its subsidiaries including
      the information received by the Optionee as a member on the board of
      directors on the Company or any of its subsidiaries and in respect of the
      transactions contemplated by or otherwise pursuant to this Agreement that
      is proprietary either to the Investor or the Company or any of its
      subsidiaries including information relating to the MIS, customer
      information, employees, process and systems etc., 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.

      "ENCUMBRANCE" means any charge, lien, equity, third party right, option,
      right of pre-emption or any other encumbrance, priority or security
      interest of whatsoever nature.

      "EQUITY SHARES" means the equity shares of Rs.10/- each of the Company

      "NOTICE DATE" shall mean the date of service of the Call Notice as per
      Clause 2.1, or the date of service of the Put Notice as per Clause 2.2.

      "EMPLOYMENT AGREEMENT" shall mean the Employment Agreement or Service
      Agreement entered into by the Optionee with the Company or any of its
      affiliates.

      "EMPLOYEE STOCK OPTIONS" shall mean the employee stock options granted to
      Optionee by the Company and as specified in Schedule 1.

      "INVESTORS" means, collectively, ChrysCapital, HDFC, WIPRO, AMEX, Mr.
      Raman Roy,


                                                                     Page 2 of 9
<PAGE>
      Spectramind Limited, Mauritius, Spectramind Limited, Bermuda, and the
      Management Team.

      "STRIKE PRICE" shall mean the Fair Market Value of the Equity Shares

      "FAIR MARKET VALUE" shall mean the value of each Equity Share based on
      enterprise value of the Company divided by 8,10,69,742 shares, being the
      number of shares of the Company on a fully diluted and as fully converted
      basis as on the date of this Agreement, as applicable for the quarter in
      which the Notice Date falls. The enterprise value will be as determined by
      an External Independent Valuer of international repute, as the case may be
      by reference to (i) liquidity, (ii) yield capabilities, (iii) book value,
      and (iv) average metrics of the top five listed global companies
      comparable in the same space in which the Company is operating. The Fair
      Market Value shall be determined initially as of April 1st 2003 and
      thereafter on at least a semi-annual basis commencing from such date.

      "OPTION SHARES" shall mean the Equity Shares issued and allotted by the
      Company to Optionee pursuant to the exercise of the Employee Stock
      Options.

      "PUT NOTICE" shall mean the notice delivered by Optionee on WIPRO pursuant
      to Clause 2.2 of this Agreement

      "SETTLEMENT DATE" shall mean the date for the transfer of the Option
      Shares not being later than seven (7) days from the relevant Notice Date.

      "SETTLEMENT PERIOD" means the period between the Notice Date and the
      Settlement Date.

      "OPTION SHARE DOCUMENTS" shall mean the original share certificates
      pertaining to the Option Shares and share transfer forms for transfer of
      the Option Shares.

2.    CALL AND PUT OPTION

2.1   At any time during the Call/Put Option Period, WIPRO shall have the option
      to purchase all or any of the Option Shares by issuing a Call Notice at
      the relevant Strike Price. The Call Notice will specify the number of
      Option Shares intended to be purchased. On the exercise of such option by
      WIPRO, Optionee shall be obliged to sell to WIPRO, on a spot delivery
      basis, the Option Shares at the relevant Strike Price, and such sale shall
      be subject to Optionee's confirmation that the Option Shares are without
      any Encumbrance. Such purchase by WIPRO of the Option Shares shall be
      completed on a spot delivery basis on the Settlement Date as contemplated
      in Section 3. It is clarified that WIPRO shall be entitled to purchase the
      Option Shares either directly or designate a nominee for this purpose.
      Provided that in respect of the Option Shares which are allotted at
      different dates, WIPRO may issue one or more Call Notices during the
      relevant Call/Put Option Period.

2.2   At any time during the Call/Put Option Period, Optionee shall have the
      option to sell all or any of the Option Shares by issuing a Put Notice at
      the relevant Strike Price. The Put Notice will specify the number of
      Option Shares intended to be sold. Upon exercise of such an option by
      Optionee, WIPRO shall be shall be obliged to purchase, on a spot delivery
      basis, the Option Shares at the relevant Strike Price, and such purchaser
      shall be subject to Optionee's confirmation that the Option Shares are
      without any Encumbrance. Such purchase by WIPRO of the Option Shares at
      the relevant Option relevant Strike Price shall be completed on a spot
      delivery basis on the Settlement Date as contemplated in Section 3. It is
      clarified that WIPRO shall be entitled to purchase the Option Shares
      either directly or designate a nominee for this purpose. Provided that in
      respect of the Option


                                                                     Page 3 of 9
<PAGE>
      Shares which are allotted at different dates, Optionee may issue one or
      more Put Notices during the relevant Call/Put Option Period. Provided
      further that, notwithstanding anything to the contrary contained in this
      Agreement, the right of the Optionee to sell all or any of the Optionee's
      Option Shares by a Put Notice under this Section 2.2 shall be available
      only in respect of the Option Shares which may be acquired by the Optionee
      pursuant to the exercise of the Employee Stock Option set out in Part 2 of
      Schedule 1.

2.3   Optionee shall be bound, upon receipt of the Call Notice or issue of the
      Put Notice, as the case may be to sell all the Option Shares at the Strike
      Price to WIPRO and undertake all necessary action in the Settlement Period
      including, but not limited to, the execution of any and all documents and
      transfer deeds required to complete such sale and transfer of the Option
      Shares for consideration received.

2.4   WIPRO shall be bound, upon issue of the Call Notice or receipt of Put
      Notice, as the case may be to purchase from the Optionee all the Option
      Shares at the Strike Price and make payment of the consideration.

2.5   The Company shall undertake all steps and actions to give effect to the
      transactions contemplated in this Agreement.

2.6   In the event Call Notice(s) are not issued in respect of all of the Option
      Shares which may be acquired by the Optionee pursuant to the exercise of
      the Employee Stock Option set out in Part 1 of Schedule 1 during the
      applicable Call/Put Option Period, then the Optionee shall not have the
      right to sell the remaining Option Shares to third party without giving to
      Wipro a right of first refusal in respect of such remaining Option Shares.

3.    COMPLETION

      Completion shall take place on the Settlement Date at the registered
      office of the Company. At the Completion, (a) Optionee shall
      simultaneously with the payment by WIPRO of an amount equal to the Strike
      Price multiplied by the number of Option Shares which are subject matter
      of the relevant Call Option or the Put Option as the case may be , deliver
      or cause to be delivered to WIPRO, or its nominee, the Share Documents,
      and do such things and execute such other documents as shall be necessary,
      or as WIPRO may reasonably request, to give effect to the sale of the
      Option Shares which are subject matter of the relevant Call Option or the
      Put Option as the case may be, and (b) WIPRO shall simultaneously with the
      delivery of the Share Documents by the Optionee, make payment to Optionee
      of an amount equal of the Strike Price multiplied by the number of Option
      Shares which are subject matter of the relevant Call Option or the Put
      Option as the case may be.

4.    REPRESENTATIONS AND WARRANTIES

4.1   REPRESENTATIONS AND WARRANTIES OF WIPRO

      WIPRO hereby represents and warrants that:

      (a)   It has full legal capacity and legal right to undertake its
            obligations provided for in this Agreement, and to execute and
            deliver this Agreement, and to perform and observe the terms and
            provisions hereof applicable to it. This Agreement constitutes the
            legal, valid and binding obligations of WIPRO enforceable against it
            in accordance with the terms hereof. The execution, delivery and
            performance of this Agreement has been duly authorized by all
            necessary actions on its part; and


                                                                     Page 4 of 9
<PAGE>
      (b)   The execution, delivery and performance of this Agreement does not
            and will not violate or exceed its legal capacity or contravene any
            provision of any applicable law, regulation, decree or order to
            which it is subject, or any contract, agreement or other instrument
            to which it is a party, or which is binding upon it or to any
            provision of any mortgage, deed, contract, agreement or other
            instrument to which it is a party, or which is binding upon it or
            attaches to any of its assets.

4.2   REPRESENTATION AND WARRANTIES OF OPTIONEE

      Optionee represents and warrants that:

      (a)   This Agreement constitutes the legal, valid and binding obligations
            of Optionee enforceable against Optionee, in accordance with the
            terms hereof.

      (b)   The execution, delivery and performance of this Agreement does not
            and will not violate or exceed Optionee's legal capacity or
            contravene any provision of any applicable law, regulation, decree
            or order to which he is subject, or any contract, agreement or other
            instrument to which Optionee is a party, or which is binding upon
            Optionee or to any provision of any mortgage, deed, contract,
            agreement or other instrument to which Optionee is a party, or which
            is binding upon Optionee or attaches to any of his assets.

5.    COVENANTS

5.1   Optionee and WIPRO undertake and agree that they shall abstain from any
      action, the object or effect of which would be to restrict and prevent the
      sale, transfer and disposal of the Option Shares under this Agreement,
      except as contemplated in this Agreement.

5.2   In the event that there is a change of law in India making the enforcement
      of this Agreement illegal in India, the Parties undertake that they shall,
      upon demand by either Party enter into a spot delivery agreement on the
      same terms as this Agreement for the purchase of the Option Shares, if the
      same is permissible under Indian law. If such spot delivery sale is not
      permissible by Indian law, the Parties agree to execute any other modified
      contract or agreement to give effect to the contemplated transactions in
      compliance with such change in law.

5.3   NON-COMPETE AND NON-SOLICITATION

      (a)   The Optionee acknowledges that in the course of his employment with
            the Company and its affiliates the Optionee will become familiar
            with the Company's and its affiliates trade secrets and with other
            confidential information concerning the Company and its affiliates
            and that Optionee's services have been and will be of special,
            unique and extraordinary value to the Company and its affiliates.
            Therefore, the Optionee agrees that, during his employment, and (i)
            in the case of termination for Cause or resignation, for two years
            thereafter, and (ii) in the case of termination by the Company and
            its affiliates without Cause, during the period in which the
            Optionee receives payments of Salary pursuant to paragraph 5(b) of
            the Employment Agreement (the "NONCOMPETE PERIOD"), Optionee shall
            not directly or indirectly own, manage, control, participate in,
            consult with, render services for, or in any manner engage in any
            business competing with the businesses of the Company or its
            subsidiaries as such businesses exist or are in process on the date
            of the termination of the Optionee's employment, within any
            geographical area in which the Company or its subsidiaries engage or
            plan to engage in such businesses.


                                                                     Page 5 of 9
<PAGE>
      (b)   During the Noncompete Period, the Optionee shall not directly or
            indirectly through another entity (i) induce or attempt to induce
            any employee of the Company or any affiliate to leave the employ of
            the Company or such affiliate, or in any way interfere with the
            relationship between the Company or any subsidiary and any employee
            thereof, or (ii) induce or attempt to induce any customer, supplier,
            licensee or other business relation of the Company or any affiliate
            to cease doing business with the Company or such affiliate, or in
            any way interfere with the relationship between any such customer,
            supplier, licensee or business relation and the Company or any
            affiliate.

      (c)   If, at the time of enforcement of this Clause 5.3, a court shall
            hold that the duration, scope or area restrictions stated herein are
            unreasonable under circumstances then existing, the parties agree
            that the maximum duration, scope or area reasonable under such
            circumstances shall be substituted for the stated duration, scope or
            area and that the court shall be allowed to revise the restrictions
            contained herein to cover the maximum period, scope and area
            permitted by law.

      (d)   In the event of the breach or a threatened breach by Optionee of any
            of the provisions of this Clause 5.3, the Company, in addition and
            supplementary to other rights and remedies existing in its favor,
            may apply to any court of law or equity of competent jurisdiction
            for specific performance and/or injunctive or other relief in order
            to enforce or prevent any violations of the provisions hereof
            (without posting a bond or other security).

5.4   RECONSTITUTION RIGHTS

      The Parties agree that in the event of any restructuring and/or
      recapitalisation of the Company or any event constituting similar effect
      including but not limited to issue of bonus shares, rights shares,
      mergers, sale, dissolution, liquidation of the Company, WIPRO and Company
      will take all such neccessary steps to protect the intent of the Parties
      set out in this Agreement and place the Optionee in the same economic
      position that it would have been, had any such aforementioned event not
      occurred or initiated.

6.    EFFECTIVE DATE AND DURATION OF OBLIGATIONS

6.1   This Agreement shall come into force on ___________.

6.2   This Agreement shall terminate upon the expiry of the Call/Put Option
      Period in respect of the last of the Option Shares which the Optionee is
      entitled to be allotted in respect of the Options specified in Schedule 1.

6.3   If a Call Notice(s) or a Put Notice shall have been served on or prior to
      the expiry of the Call/Put Option Period, this Agreement shall continue in
      force even after the periods specified in Clause 6.1, until the
      fulfillment of the Parties obligations hereunder in relation to all such
      Call Notice(s)/Put Notice(s) whereupon it shall terminate.

7.    MISCELLANEOUS

7.1   ENTIRE UNDERSTANDING

      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.


                                                                     Page 6 of 9
<PAGE>
7.2   AMENDMENTS

      This Agreement shall not be amended, modified, altered or changed in any
      way except in a writing executed by a duly authorised representative of
      each Party. A waiver by any Party hereto of any provision of this
      Agreement or a breach thereunder shall not be deemed to constitute a
      subsequent or future waiver of the same or any other provision or a breach
      of this Agreement.

7.3   SPECIFIC PERFORMANCE

      The Parties hereby acknowledge and confirm that it is impossible to
      measure in money the damages which will accrue to a Party or to their
      heirs, personal representatives, or 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 his heirs, personal representatives, or 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 or such personal
      representative 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.

7.4   NOTICES

      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 Optionee to:    At the address mentioned in the description
                                     of the Optionee on page 1.

      in the case of Wipro to:       Wipro Limited,
                                     Doddakannelli,
                                     Sarjapur Road,
                                     Bangalore 560 035

                             ATT'N:  Corporate Executive Vice President Finance
                                     FAX: (91) 80 844 0051

      All such notices, communications and correspondence shall be sent and
      deemed to have been received as follows: (i) if by facsimile, upon receipt
      of the confirmation copy; and (ii) 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.

7.5   WAIVER


                                                                     Page 7 of 9
<PAGE>
      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.

7.6   EXPENSES

      Except as otherwise specifically provided for in the Agreement, each Party
      shall bear its respective expenses, costs and fees (including attorneys',
      auditors' and financing commitment fees) in connection with the
      transactions contemplated hereby, including the preparation, execution and
      delivery of this Agreement.

7.7   ARBITRATION

      If any disputes, differences, or questions arise in respect of this letter
      or the subject matter hereof, the same shall be settled by arbitration in
      accordance with the Arbitration and Conciliation Act, 1996 by a sole
      arbitrator.

      The arbitration shall take place in Bangalore and shall be conducted in
      English.

      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.

7.8   TITLE, CAPTIONS AND HEADINGS

      The titles, captions and headings contained in this Agreement are inserted
      for the convenience of reference only and are not intended to affect in
      any way the construction or interpretation of this Agreement.

7.9   BINDING EFFECT

      This Agreement shall be binding upon and inure to the benefit of the
      Parties and their respective heirs, successors, permitted assigns,
      executors and administrators of the Parties hereto.

7.10  CONFIDENTIALITY

      The Seller shall maintain the confidentiality of Confidential Information
      in accordance with procedures adopted by the Seller and shall not disclose
      to any third party or use the same for any purpose whatsoever, provided
      that the Seller may deliver or disclose Confidential Information to (i)
      any Governmental authority having jurisdiction over the Seller to the
      extent required by law, or (ii) any other person to which such delivery or
      disclosure may be necessary or appropriate (A) to effect compliance with
      any Law applicable to such Party, (B) in response to any subpoena or other
      legal process, or (C) in connection with any litigation to which such
      Party is a party, provided further that, at the


                                                                     Page 8 of 9
<PAGE>
      time of such disclosure as above, its shall provide the Purchaser with
      prompt written notice thereof so that the Purchaser may seek (with the
      cooperation and reasonable efforts of the Seller) a protective order,
      confidential treatment or other appropriate remedy, and in any event shall
      furnish only that portion of the information reasonably necessary for the
      purpose at hand, and shall exercise reasonable efforts to obtain reliable
      assurance that confidential treatment will be accorded such information to
      the extent reasonably requested by the Purchaser.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date
first mentioned above.

        SIGNED BY                                                )
        OPTIONEE BEING                                           )

        In the presence of                                       )


        SIGNED BY                                                )
        For and on behalf of                                     )
        WIPRO LIMITED                                            )

        In the presence of                                       )



        SIGNED BY                                                )
        For and on behalf of                                     )
        SPECTRAMIND ESERVICES PRIVATE LIMITED                    )

        In the presence of                                       )


                                                                     Page 9 of 9



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>7
<FILENAME>f83881exv2w5.txt
<DESCRIPTION>EXHIBIT 2.5
<TEXT>
<PAGE>
                                                                     Exhibit 2.5

                     SECURITIES SALE AND PURCHASE AGREEMENT


This SECURITIES SALE AND PURCHASE AGREEMENT - ("AGREEMENT"), is made as of this
the 17th day of July, 2002 by and between:

A.       _____________________, son of ______________________, resident
         _______________ (hereinafter referred to as "________________" OR
         "SELLER" which expression shall unless it be repugnant to the context
         be deemed to include his legal heirs, administrators and executors);
         and

B.       WIPRO LIMITED, a company incorporated under the Companies Act ,1956,,
         having its registered office at Doddakannelli, Sarjapur Road, Bangalore
         560035 (hereinafter referred to as "WIPRO" or "PURCHASER" which
         expression shall unless it be repugnant to the context be deemed to
         include its representatives, successors and assigns).

C.       SPECTRAMIND eSERVICES PRIVATE LIMITED, a company incorporated under the
         Companies Act ,1956,, having its registered office at 239, Okhla
         Industrial Estate Phase III, New Delhi 110020, India (hereinafter
         referred to as "COMPANY" which expression shall unless it be repugnant
         to the context be deemed to include its representatives, successors and
         assigns).

Seller and Purchaser shall be referred to herein as a "PARTY" and collectively
as "PARTIES".

RECITALS

A.       The Seller owns the Securities in Spectramind eServices Private Limited
         ("COMPANY") in the manner specified in Schedule 1.

B.       The Company is engaged in the business of remote processing activities
         and has set up a remote processing centre at Okhla, New Delhi and at
         Powai, Mumbai.

C.       ChrysCapital I, LLC, Mauritius (formerly known as Chrysalis Capital I,
         LLC) ("CHRYSCAPITAL'), Housing Development Finance Corporation Limited
         ("HDFC"), Mr. Raman Roy and the Spectramind Limited, Bermuda had
         entered into a Shareholders' Agreement dated as of March 15, 2000 (the
         "OLD SHAREHOLDERS' AGREEMENT") in relation to investments in the
         Spectramind Limited, Bermuda, Spectramind Limited, Mauritius and the
         Company.

D        ChrysCapital, HDFC, Mr. Raman Roy, WIPRO, Spectramind Limited,
         Mauritius, Spectramind Limited, Bremuda and the Company had entered
         into another Shareholders Agreement dated as of October 18, 2001
         ("PRESENT SHAREHOLDERS AGREEMENT") which superceded and replaced in its
         entirety the Old Shareholders Agreement.

E.       The signatories to the Present Shareholders Agreement and American
         Express Travel Related Services Company, Inc. ("AMEX") entered into a
         Modified Shareholders Agreement dated as of 12th February, 2002 which
         partly amended the Present Shareholders Agreement ("MODIFIED
         SHAREHOLDERS AGREEMENT").


                                                                    Page 1 of 15
<PAGE>
F.       The Seller and the Company entered into a Stock Option Agreement as
         modified by a Supplemental Stock Option Agreement dated July 17, 2002
         with respect of the grant of options to the Seller under the employee
         stock option scheme of the Company, and the Seller is owner of the
         Options (pursuant thereto.

G.       The Purchaser desires to purchase from Seller in compliance with the
         Present Shareholders Agreement as modified by the Modified Shareholders
         Agreement, and the Seller desires to sell to Purchaser the Securities
         subject to and on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, the Parties hereby agree as follows:

1.       DEFINITIONS

         As used in this Agreement the following terms shall have the respective
         meanings given to them below or in the Sections or documents indicated
         below:

         "AFFILIATE" means with respect to any entity/person, any other
         entity/person which Controls, is Controlled by or is under common
         Control with such entity.

         "AGGREGATE AMOUNTS" shall mean the amount payable by the Purchaser to
         the Seller as specified in Schedule 1.

         "AGREEMENT" shall mean this Agreement and any written modifications
         thereto and would include the Schedules specified and attached to this
         Agreement.

         "BOARD" shall mean the board of directors of the Company.

         "CAUSE" shall have the meaning assigned to it in the Employment
         Agreement.

         "CLOSING" shall have the meaning given to it under Clause 5.

         "CLOSING DATE" shall have the meaning given to it under Clause 5.

         "CONTROL/CONTROLS" include 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 entity whether through the ownership of the voting securities of
         such entity or by contract or otherwise.

         "CONFIDENTIAL INFORMATION" means information received by Seller from
         the Purchaser or the Company or any of its subsidiaries in respect of
         the activities and affairs of the Company or any of its subsidiaries
         including the information received by the Seller's Board nominees on
         the board of directors on the Company or any of its subsidiaries and in
         respect of the transactions contemplated by or otherwise pursuant to
         this Agreement that is proprietary either to the Purchaser or the
         Company or any of its subsidiaries including information relating to
         the MIS, customer information, employees, process and systems etc.,
         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

                                                                    Page 2 of 15
<PAGE>
         receiving Party other than through disclosure by the delivering Party
         or any Person with a duty to keep such information confidential.


         "EMPLOYMENT AGREEMENT" shall mean the Employment Agreement or Service
         Agreement entered into by the Seller with the Company or any of its
         affiliates.

         "EQUITY SHARE" shall mean a fully paid equity shares in the capital of
         the Company of par value of Rupees 10 each.

         "EXECUTION DATE" shall mean the date of execution of this Agreement.

         "INVESTORS" means, collectively, ChrysCapital, HDFC, WIPRO, AMEX., Mr.
         Raman Roy, Spectramind Limited, Mauritius, Spectramind Limited,
         Bermuda, and the Management Team.

         "MANAGEMENT TEAM" shall mean the persons listed in Schedule 2 of which
         the Seller is a part of.

         "MODIFIED SHAREHOLDERS AGREEMENT" shall have the meaning assigned to it
         in Recital E.

         "OPTIONS" shall mean the options to acquire Equity Shares as specified
         in Schedule 1.

         "OPTION SHARES" shall mean the Equity Shares to be issued by the
         Company pursuant to the exercise of the Options.

         "PRESENT SHAREHOLDERS AGREEMENT" shall have the meaning assigned to it
         in Recital D.

         "SECURITIES" shall mean the Shares, Option Shares (to be acquired
         pursuant to the exercise of the Options) and Warrants owned by the
         Seller as specified collectively in Schedule 1.

         "SHARES" shall mean Equity Shares owned by the Seller as specified in
         Schedule 1.

         "WARRANTS" shall mean the Series A Warrants issued by the Company and
         listed in Schedule 1 which can be exercised to acquire Equity Shares.

2.       SECURITIES TO BE PURCHASED.

         Subject to the terms and conditions of this Agreement, and with effect
         from July 1, 2002, which is the date on which the Parties mutually
         agreed that the effective control and risks and rewards of ownership
         transfer to the Purchaser, Purchaser hereby agrees to purchase from the
         Seller, and Seller hereby agrees to sell to the Purchaser, the
         Securities and all of the rights, privileges, and obligations that
         attach to such Securities, including the right and entitlement to be
         allotted shares by the Company pursuant to the Warrants, all dividends,
         cash securities, and other property from time to time to be paid or
         distributed in respect of all or any part of the Securities, and all
         conversion rights and options thereunder and all rights with respect to
         the Seller' rights and obligations in relation to the Securities under
         the Present Shareholders Agreement and the Modified Shareholders
         Agreement.

         WIPRO hereby agrees to secure the waiver (if not already obtained) from
         the other Investors in respect of any of their rights under the Present
         Shareholders Agreement as amended by the Modified Shareholders
         Agreement in respect of the Securities agreed to be sold under this
         Agreement.


                                                                    Page 3 of 15
<PAGE>
         In consideration of the execution of this Agreement, the Seller, hereby
         irrevocably waives as of the date of this Agreement, all or any rights
         that the Seller have/may have under the Present Shareholders Agreement
         as modified by the Modified Shareholders Agreement in respect of any
         sale and purchase of Equity Securities (as defined in the Present
         Shareholders Agreement) between Purchaser and one or more of the
         Investors (other than the Seller) including the rights of first offer
         and tag along rights under Sections 4 and 5 of the Present Shareholders
         Agreement. However, if the Closing does not occur by July 31, 2002, or
         such other future date as may be mutually agreed upon between the
         Parties in writing, then the Seller's waiver shall stand cancelled and
         the Purchaser will require a new written waiver from the Seller to
         proceed with any transaction, whether already entered into or
         otherwise, in respect of any sale or purchase of any other Equity
         Securities (as defined in the Present Shareholders Agreement).

3.       PAYMENT.

         (a)      Subject to the satisfaction or waiver of the conditions
                  precedent set forth in SECTION 4 and the other terms and
                  conditions of this Agreement, the consideration payable to the
                  Seller, in accordance with the terms of this Agreement, for
                  the purchase of the Shares, Option Shares and the Warrants by
                  Wipro shall be as follows:

                  (i)      Shares will be purchased at the rate of Rupees 98.92
                           per Share. (ii) Warrants will be purchased at the
                           rate of Rupees 44.97 per Warrant. (iii) Option Shares
                           will purchased at the rate of Rupees 98.92 per Option
                           Share.

         (b)      The Purchaser shall pay the consideration to Seller at the
                  Closing by means of mail transfer or bankers' cheque issued in
                  name of the Seller or to the Seller's order.


                                                                    Page 4 of 15
<PAGE>
4.       CONDITIONS PRECEDENT.

(a)      The obligation of the Purchaser, to consummate the transactions
         contemplated by Section 5 (Closing) of this Agreement shall be subject
         to the fulfillment on or before the Closing Date, by the Seller, of
         each of the following conditions unless specifically waived in writing
         by the Purchaser;

         (i)      representations and warranties of Seller set forth in this
                  Agreement continuing to remain as true and correct as at the
                  Closing Date.

         (ii)     execution by the Seller of the Supplemental to the October 18,
                  2001 Shareholders Agreement with the Purchaser.

         (iii)    delivery of a letter of confirmation by the Seller to the
                  Purchaser waving its rights in the Present Shareholders
                  Agreement as modified by the Modified Shareholders Agreement
                  in terms of paragraph 3 of Section 2 of this Agreement.

(b)      The obligation of the Seller to consummate the transactions
         contemplated by Section 5 (Closing) of this Agreement shall be subject
         to the fulfillment, on or before the Closing Date, by the Purchaser of
         each of the following conditions unless specifically waived in writing
         by the Seller:

         (i)      the representations and warranties of Purchaser set forth in
                  this Agreement continuing to remain as true and correct as at
                  the Closing Date; and

         (ii)     a written confirmation letter by Wipro to Seller confirming
                  that all other Investors other then AMEX have given their "no
                  objection" in respect of the sale of Securities by the Seller
                  to the Purchaser and confirming that neither the tag along
                  rights nor the rights of first refusal apply in respect of the
                  sale of the Securities.

         (iii)    execution of the Call and Put Option Agreement between the
                  Seller and the Purchaser.

5.       CLOSING

(a)      Subject to Sections 4(a) and 4(b), the completion of the sale and
         purchase of the Securities contemplated by this Agreement (the
         "CLOSING") shall take place, on the terms and subject to the conditions
         of this Agreement, at a location to be decided by the Parties on or
         before 31st July 2002, or such later date as may be mutually agreed to
         in writing by all Parties (the "CLOSING DATE").

(b)      At the Closing, Seller shall deliver or cause to be delivered to
         Purchaser:

         (i)      the certificate(s) representing the Shares along with a duly
                  executed share transfer form(s) in favor of the Purchaser in
                  respect of the sale and purchase of the Shares,

         (ii)     the original Warrant document along with a letter addressed to
                  the Company informing that Company that the Seller has
                  transferred the Warrants to the Purchaser and that a fresh
                  Warrant document be issued to Purchaser thereby recording the
                  Purchaser as the owner of the Warrants.

         (iii)    in respect of the Option Shares the notice exercising the
                  Option ("EXERCISE NOTICE"), an authorisation letter to the
                  Company requiring delivery of the share


                                                                    Page 5 of 15
<PAGE>
                  certificate(s) representing Option Shares to the Purchaser and
                  to accept the relevant exercise amount for the Options from
                  WIPRO, and duly executed share transfer form(s) in favour of
                  the Purchaser in respect of the Option Shares

         (iv)     a certificate on behalf of Seller, dated the Closing Date
                  confirming that all of Seller' conditions to the Closing have
                  been satisfied or waived and that the representations and
                  warranties of Seller set forth in this Agreement continue to
                  remain true and correct in all material respects.

(c)      At the Closing, Purchaser shall deliver or cause to be delivered to
         Seller::

         (i)      in respect of the Securities , the Purchaser shall deliver to
                  the Seller the Aggregate Amounts being (A) in respect of the
                  Shares, an amount equal to the number of Shares multiplied by
                  the rate per Shares specified in Clause 3(a)(i), (B) in
                  respect of the Warrants, an amount equal to the number of
                  Warrants multiplied by the rate per Warrant specified in
                  Clause 3(a)(ii), and (C) in respect of the Option Shares, an
                  amount equal to the number of Option Shares multiplied by the
                  relevant rate per Shares specified in Section 3(a)(iii) less
                  the relevant exercise price mentioned in Schedule 1 multiplied
                  by the number of the Option Shares; it being clarified that
                  the relevant exercise price will be payable under Section 5
                  (d) to the Company on the order of the Seller.

         (ii)     an officer's certificate on behalf of Purchaser dated the
                  Closing Date confirming that all of Purchaser's conditions to
                  the Closing have been satisfied or waived and that the
                  representations and warranties of Purchaser set forth in this
                  Agreement continue to remain true and correct in all material
                  respects.

(d)      Following delivery of the documents specified in Sections 5(b) and (c),
         the Purchaser will pay the relevant exercise price (determined pursuant
         to Schedule 1) to the Company on behalf of the Seller, take delivery of
         the Options Shares certificates or letter of allotment, as the case may
         be, and submit the same for approval of transfer of the same by the
         Company and delivery of the duly endorsed shares certificates for
         Option Shares. The Purchaser shall also submit the Shares and Warrants
         to the Company for approval of the transfer and take delivery of the
         duly endorsed shares certificates and warrant certificates.

(e)      Following delivery of the documents specified in Sections 5(b) and (c),
         the Parties will cause the meetings of the Board of Directors of the
         Company for the purpose of passing resolutions for the allotment of
         Option Shares and for transfer of any or all Equity Shares, Warrants,
         and the Parties shall also vote in the affirmative in respect of any
         and all resolutions at the meetings of the Board of Directors of the
         Company or the shareholders meeting to give effect to the said
         allotment and transfers and for effecting the completion of the
         transactions contemplated under this Agreement. The obligation stated
         in this Clause 5 (e) shall extend in respect of any allotment and/or
         transfer of shares, warrants, option shares etc. in favour of the
         Purchaser by the other Investors, Management Team members and/or
         Optionees. The Company hereby agrees to cause the transfer of the
         Securities submitted for transfer.

(f)      At the Closing, the Parties will cause the Company to pass resolutions
         of the Board as well as of the shareholders of the Company to give
         effect to the following;

         i)       Appointment of five nominee Directors of WIPRO on the board of
                  directors of the Company.as well as its Subsidiaries


                                                                    Page 6 of 15
<PAGE>
         ii)      Appointment of Mr. Vivek Paul as the Chairman of the Company
                  as well as of the Company's subsidiaries

         iii)     Approval of the modifications to the Articles of Association
                  of the Company to reflect the terms of the Supplemental to the
                  Shareholders Agreement dated October 18, 2001 and calling for
                  an EGM for the purpose of seeking shareholders approval.

         iv)      Approval of the change the name of the Company to "Wipro
                  Spectramind eServices Private Limited" and calling for an EGM
                  for the purpose of seeking shareholders approval.

6.       COVENANTS.

(a)      The Seller shall not make, any public announcements with respect to the
         transactions contemplated by this Agreement without the prior written
         consent of the Purchaser

(b)      Each Party agrees to use its reasonable efforts to take or cause to be
         taken all actions necessary, proper, or advisable under applicable law
         and regulations to consummate the transactions contemplated by this
         Agreement, including filing for and pursuing all necessary third party,
         governmental, regulatory, and other approvals that may be required.

(c)      Purchaser shall be responsible for the payment of all stamp duties and
         sales, transfer, withholding, or similar taxes, if any, that may be
         assessed in respect of the transfer of all or any portion of the
         Securities. For avoidance of doubt, it is clarified that the Seller
         shall be responsible for any income or capital gains taxes, in
         accordance with applicable laws.

(d)      Except as provided in Section 6(c), each Party shall pay the fees and
         expenses of its respective counsel, accountants and other experts and
         shall pay all other expenses incurred by it in connection with the
         negotiation, preparation and execution of this Agreement and the
         consummation of the transactions contemplated hereby. The provisions of
         this Section 6(d) shall survive the Closing.

(e)      The Seller acknowledges that in the course of his employment with the
         Company and its affiliates the Seller will become familiar with the
         Company's and its affiliates trade secrets and with other confidential
         information concerning the Company and its affiliates and that Seller's
         services have been and will be of special, unique and extraordinary
         value to the Company and its affiliates. Therefore, the Seller agrees
         that, during his employment, and (i) in the case of termination for
         Cause or resignation, for two years thereafter, and (ii) in the case of
         termination by the Company and its affiliates without Cause, during the
         period in which the Seller receives payments of Salary pursuant to
         paragraph 5(b) of the Employment Agreement (the "NONCOMPETE PERIOD"),
         Seller shall not directly or indirectly own, manage, control,
         participate in, consult with, render services for, or in any manner
         engage in any business competing with the businesses of the Company or
         its subsidiaries as such businesses exist or are in process on the date
         of the termination of the Seller's employment, within any geographical
         area in which the Company or its subsidiaries engage or plan to engage
         in such businesses.

(f)      During the Noncompete Period, the Seller shall not directly or
         indirectly through another entity (i) induce or attempt to induce any
         employee of the Company or any affiliate to leave the employ of the
         Company or such affiliate, or in any way interfere with the
         relationship between the Company or any subsidiary and any employee
         thereof, or (ii) induce or attempt to induce any customer, supplier,
         licensee or other business relation of the Company or any affiliate to
         cease doing business with the Company or such affiliate,


                                                                    Page 7 of 15
<PAGE>
         or in any way interfere with the relationship between any such
         customer, supplier, licensee or business relation and the Company or
         any affiliate.

(g)      If, at the time of enforcement of the Sections 6(e) to (h), a court
         shall hold that the duration, scope or area restrictions stated herein
         are unreasonable under circumstances then existing, the parties agree
         that the maximum duration, scope or area reasonable under such
         circumstances shall be substituted for the stated duration, scope or
         area and that the court shall be allowed to revise the restrictions
         contained herein to cover the maximum period, scope and area permitted
         by law.

(h)      In the event of the breach or a threatened breach by Seller of any of
         the provisions of Sections 6(e) to (h), the Company, in addition and
         supplementary to other rights and remedies existing in its favor, may
         apply to any court of law or equity of competent jurisdiction for
         specific performance and/or injunctive or other relief in order to
         enforce or prevent any violations of the provisions hereof (without
         posting a bond or other security).

(i)      Upon Payment of the consideration by the Purchaser to the Seller under
         Section 5, the Seller shall be duty bound to sell and transfer the
         Securities to the Purchaser.

7.       REPRESENTATIONS AND WARRANTIES OF SELLER.

         Seller represents and warrants to Purchaser that:

         (a)      the execution, delivery, and performance by the Seller of this
                  Agreement and the consummation of the transactions
                  contemplated hereby, including the sale of all or any portion
                  of the Securities to Purchaser will not violate any provision
                  of law or any order of any court or government applicable to
                  it or any of its property or any mortgage or security;

         (b)      there are no actions, suits, proceedings, or investigations,
                  at law or in equity or by or before any court, government,
                  administrative agency or arbitrator, of any nature, that might
                  have an effect on the sale of all or any portion of the
                  Securities by the Seller or the consummation of the
                  transactions contemplated by this Agreement;

         (c)      subject to the provisions of the Present Shareholders
                  Agreement as modified by the Modified Agreement and further
                  subject to the Purchaser providing the no objection letter
                  pursuant to Section 4(b)(ii), the Seller is the sole legal,
                  beneficial, and record owner of the Shares, Options and
                  Warrants owned by him/her with all rights with respect
                  thereto, with full and unrestricted power, , to sell, convey,
                  transfer, assign, endorse, and otherwise deliver the same and
                  related rights to Purchaser as provided in this Agreement.

         (d)      the Seller has not employed any broker, finder, advisor or
                  intermediary in connection with the transactions contemplated
                  by this Agreement that would be entitled to a broker's fee,
                  finder's or similar fee or commission in connection therewith
                  or upon the consummation thereof.

         Notwithstanding what is set forth in this Agreement, Seller has not
         made, and disclaims, any representation or warranty, whether express or
         implied and whether by common law, statute, or otherwise, regarding (i)
         the business/financial prospects of the Company, or (ii) any assets of
         the Company, save and except in respect of the Shares to the extent
         expressly stated herein. The Parties agree and affirm that the Shares
         are being sold and


                                                                    Page 8 of 15
<PAGE>
         transferred on an "as is, where is" basis. The representations and
         warranties of Seller set forth in this Agreement shall survive the
         Closing for a period of two (2) years from the Closing Date.

8.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         Purchaser represents and warrants to Seller that:

         (a)      the Purchaser is a company duly organized, validly existing,
                  and in good standing under the laws of India;

         (b)      the Purchaser has the requisite power and authority to make,
                  execute, deliver and perform this Agreement and to consummate
                  the transactions contemplated herein;

         (c)      the execution, delivery, and performance by it of this
                  Agreement and the consummation of the transactions
                  contemplated hereby, including the purchase of all or any
                  portion of the Securities from Seller, will not (i) violate
                  any provisions of its memorandum and articles of association
                  or other constituent documents, (ii) violate any provision of
                  law or any order of any court or government applicable to it
                  or any of its property;

         (e)      no notice is required to be given to any person, court, or
                  government or any agency thereof by it in connection with the
                  consummation of the transactions contemplated by this
                  Agreement except such notices as will be given on or before
                  the Closing;

         (f)      there are no actions, suits, proceedings, or investigations,
                  at law or in equity or by or before any court, government,
                  administrative agency or arbitrator of any nature, that might
                  have an effect on the consummation of the transactions
                  contemplated by this Agreement and that are pending or
                  threatened against, involving, or affecting it;

         (g)      this Agreement has been duly executed and delivered by an
                  authorized signatory of it and constitutes the valid and
                  binding obligations of it, enforceable against the Purchaser
                  in accordance with its terms except insofar as the
                  enforceability may be limited by bankruptcy, insolvency,
                  moratorium, or similar laws affecting creditors' rights
                  generally or by general principles of equity; and

         (h)      the Purchaser has not employed any broker, finder, advisor or
                  intermediary in connection with the transactions contemplated
                  by this Agreement that would be entitled to a broker's fee,
                  finder's or similar fee or commission in connection therewith
                  or upon the consummation thereof.

         The representations and warranties of Purchaser set forth in this
Agreement shall survive the Closing for a period of two (2) years.

9.       DISPUTE RESOLUTION.

         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 single
         arbitrator. The arbitration shall be


                                                                    Page 9 of 15
<PAGE>
         conducted in accordance with the Indian Arbitration and Conciliation
         Act, 1996 in effect at the time of the arbitration, except as they may
         be modified by mutual agreement of the Parties. The seat of the
         arbitration shall be Bangalore, India and it shall be conducted in the
         English language. The arbitrator shall be appointed by the Indian
         Arbitration and Conciliation Act, 1996.

         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.

10.      NOTICES.

         All notices, requests, demands, and other communications under this
         Agreement shall be in writing and shall be deemed to have been duly
         given (i) on the date of delivery if delivered personally or by a
         recognized overnight delivery service to the Party to whom the notice,
         request, demand or other communication is to be given or (ii) on the
         day of transmission by telecopy if sent during normal business hours
         and otherwise on the next succeeding business day:

<TABLE>
<S>                                 <C>
         To Seller:                 At the address mentioned in the title of this Agreement.


         To Purchaser:              Wipro Limited,
                                    Doddakannelli,
                                    Sarjapur Road,
                                    Bangalore 560 035

                                    Att'n:  Corporate Executive Vice President Finance
                                    Fax:  (91) 80 844 0051
</TABLE>

         Either Party may change any address to which notices are to be given to
         it by giving notice as provided above of such change of address.

11.      TERMINATION

         This Agreement and the transactions contemplated hereby may be
         terminated at any time by either Party if the Closing shall not have
         occurred on or before 31 August 2002 (or such later date as may be
         mutually agreed in writing by the Parties), by delivering written
         notice thereof to the other Party. Upon such termination neither Party
         shall have any further rights or obligations under this Agreement
         except such rights and obligations as by their express terms survive
         the expiration or earlier termination of this Agreement.

12.      MISCELLANEOUS.

(a)      Entire Agreement

         This Agreement represents the full and complete agreement of the
         Parties with respect to the subject matter hereof and supersedes all
         prior agreements (whether written or oral)


                                                                   Page 10 of 15
<PAGE>
         between the Parties with respect to the subject matter hereof. No
         modification of this Agreement shall be valid unless the same is in
         writing and signed by each Party.

(b)      Assignment

         Rights and obligations under this Agreement may not be assigned or
         delegated by any Party without the written consent of the other Party
         which shall not be unreasonably withheld; provided, however, that
         Purchaser shall have the right, without the consent of Seller and
         without being released from its obligations under this Agreement, to
         assign and transfer its rights and obligations under this Agreement
         with respect to the acquisition of either or all of the Securities to a
         nominee of its choice. Subject to the foregoing limitation of this
         Section 12(b), the terms and provisions of this Agreement and the
         respective rights and obligations of Purchaser and Seller shall be
         binding upon, and inure to the benefit of, their respective successors
         and permitted assigns.

(c)      Title, Captions and Headings

         The titles, captions and headings contained in this Agreement are
         inserted for the convenience of reference only and are not intended to
         affect in any way the construction or interpretation of this Agreement.

(d)      Severability

         If any provision of this Agreement becomes or is declared by a court of
         competent jurisdiction to be illegal, unenforceable, or void, this
         Agreement shall continue in full force and effect without said
         provision; provided, however, that if such severability materially
         changes the economic benefits of this Agreement to either Party, the
         Parties shall negotiate an equitable adjustment in the provisions of
         this Agreement in good faith.

(e)      Limitation of Liability

         Notwithstanding any other provision of this Agreement, no Party shall
         have any liability to any other Party for any special, punitive,
         exemplary, indirect, incidental or consequential loss and damages,
         including damages for loss of profit, loss or use or business stoppage
         (irrespective of whether the same be characterized as direct or
         indirect losses), irrespective of whether such liability arises in
         contract, breach, tort (including negligence and strictly liability),
         or otherwise.

(f)      Waiver

         Any of the conditions to the Closing set forth in this Agreement may be
         waived at any time in writing prior to or at the Closing by the party
         entitled to the benefit thereof. No waiver of any of the provisions of
         this Agreement shall be deemed to be or constitute a waiver of any
         other provision whether similar or not. No single waiver shall
         constitute a continuing waiver.

(g)      Survival

         The provisions of this Section 12 shall survive the expiration or
         earlier termination of this Agreement.

(h)      Counterparts

                                                                   Page 11 of 15
<PAGE>
         This Agreement may be executed in counterparts, each of which shall be
         deemed an original but all of which together shall constitute one and
         the same instrument.

(j)      Confidentiality

         The Seller shall maintain the confidentiality of Confidential
         Information in accordance with procedures adopted by the Seller and
         shall not disclose to any third party or use the same for any purpose
         whatsoever, provided that the Seller may deliver or disclose
         Confidential Information to (i) any Governmental authority having
         jurisdiction over the Seller to the extent required by law, or (ii) any
         other person to which such delivery or disclosure may be necessary or
         appropriate (A) to effect compliance with any Law applicable to such
         Party, (B) in response to any subpoena or other legal process, or (C)
         in connection with any litigation to which such Party is a party,
         provided further that, at the time of such disclosure as above, its
         shall provide the Purchaser with prompt written notice thereof so that
         the Purchaser may seek (with the cooperation and reasonable efforts of
         the Seller) a protective order, confidential treatment or other
         appropriate remedy, and in any event shall furnish only that portion of
         the information reasonably necessary for the purpose at hand, and shall
         exercise reasonable efforts to obtain reliable assurance that
         confidential treatment will be accorded such information to the extent
         reasonably requested by the Purchaser.

                                                                   Page 12 of 15
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date
first mentioned above.


SIGNED BY                                                     )
SELLER BEING                                                  )

IN THE PRESENCE OF                                            )


SIGNED BY                                                     )
FOR AND ON BEHALF OF                                          )
WIPRO LIMITED                                                 )

IN THE PRESENCE OF                                            )

SIGNED BY                                                     )
FOR AND ON BEHALF OF                                          )
SPECTRAMIND ESERVICES PRIVATE LIMITED                         )

IN THE PRESENCE OF                                            )



                                                                   Page 13 of 15
<PAGE>
                                                                      SCHEDULE 1
                                  TO THE SECURITIES SALE AND PURCHASE AGREEMENT-


A.       DETAILS OF THE SECURITIES

SHARES

NUMBER                     SHARE CERTIFICATE NO.


WARRANTS

[                 ] SERIES A WARRANTS


OPTION SHARES

[                 ] OPTIONS WITH EXERCISE PRICE OF RUPEES 12.70 PER OPTION.
[                 ] OPTIONS WITH EXERCISE PRICE OF RUPEES 30.92 PER OPTION.

B.       AGGREGATE AMOUNTS DETERMINATION

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
SECURITIES                   NUMBER (A)                 RATE PER SECURITY AS           AMOUNT = A*B
                                                        MENTIONED IN SECTION 3 (B)
- ---------------------------------------------------------------------------------------------------
<S>                          <C>                        <C>                            <C>
SHARES
WARRANT A
OPTION SHARES
- ---------------------------------------------------------------------------------------------------
                                                        SUB-TOTAL (C)
- ---------------------------------------------------------------------------------------------------
LESS - EXERCISE PRICE
OPTIONS AT 12.70
OPTIONS AT 30.92
- ---------------------------------------------------------------------------------------------------
                                                        SUB-TOTAL (D)
- ---------------------------------------------------------------------------------------------------
AGGREGATE AMOUNTS (C-D)
- ---------------------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 14 of 15
<PAGE>
                                                                      SCHEDULE 2
                                  TO THE SECURITIES SALE AND PURCHASE AGREEMENT-

MANAGEMENT TEAM (13 MEMBERS)
























                                                                   Page 15 of 15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.6
<SEQUENCE>8
<FILENAME>f83881exv2w6.txt
<DESCRIPTION>EXHIBIT 2.6
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.6



                             AUTHORISATION AGREEMENT

This AUTHORISATION AGREEMENT ("AGREEMENT") is made on this the 17th day of July,
2002 by and between:

A.   MR. RAMAN ROY, son of Mr. Parshotam Roy, residing at B-74, Sarvodaya
     Enclave, New Delhi 110067 (hereinafter referred to as "ROY" or "RAMAN ROY"
     which expression shall unless it be repugnant to the context be deemed to
     include his legal representatives, executors, administrators and permitted
     assigns); and

B.   WIPRO LIMITED, a company incorporated under the Companies Act ,1956,,
     having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560
     035, (hereinafter referred to as "WIPRO" which expression shall unless it
     be repugnant to the context be deemed to include its successors, and
     permitted assigns).

Each of Roy and WIPRO shall be referred to herein as a "PARTY" and jointly as
the "PARTIES".


RECITALS

A.   Spectramind eServices Private Limited ("COMPANY") is engaged in the
     business of remote processing activities and has set up a remote processing
     centre at Okhla, New Delhi.

B.   ChrysCapital I, LLC, Mauritius ("CHRYSCAPITAL'), Housing Development and
     Finance Corporation Limited ("HDFC"), Raman Roy and the Spectramind
     Limited, Bermuda had entered into a Shareholders' Agreement dated as of
     March 15, 2000 (the "OLD SHAREHOLDERS' AGREEMENT") in relation to
     investments in the Spectramind Limited, Bermuda, Spectramind Limited,
     Mauritius and the Company.

C    ChrysCapital, HDFC, Raman Roy, WIPRO, Spectramind Limited, Mauritius,
     Spectramind Limited, Bremuda and the Company had entered into another
     Shareholders Agreement dated as of October 18, 2001 ("PRESENT SHAREHOLDERS
     AGREEMENT") which superceded and replaced in its entirety the Old
     Shareholders Agreement.

D.   ChrysCapital, HDFC, Mr. Raman Roy, WIPRO, American Express Travel Related
     Services Company, Inc ("AMEX"), Spectramind Limited, Mauritius, Spectramind
     Limited, Bermuda and the Company had entered into a Modified Shareholders
     Agreement dated as of 12th February, 2002 which partly amended the Present
     Shareholders Agreement ("MODIFIED SHAREHOLDERS AGREEMENT").

E.   WIPRO intends to purchase the shares, warrants and shares arising out of
     exercised options held by employees of the Company as listed in Schedule 1
     (each member being an "EMPLOYEE" and collectively "EMPLOYEES") who have
     acquired the shares arising out of exercised options pursuant to their
     respective Stock Option Agreement entered into with the Company as modified
     by their respective Modified Stock Option Agreement dated July 15, 2002
     with respect of the grant of options to the relevant employee under the
     employee stock option scheme of the Company.

F.   WIPRO wishes to enter into a Securities Sale and Purchase Agreement ("SPA")
     with each of the Employees and have arrived at an understanding with Roy,
     who is the Managing Director of the Company, for facilitating the same as
     per the terms set out herein.

                                                                     Page 1 of 2
<PAGE>

NOW THEREFORE, in consideration of the mutual covenants and agreements made
herein, the Parties hereby agree as follows:

1.   EXECUTION OF SEPARATE SPA WITH EACH EMPLOYEE: As the Managing Director of
     the Company Roy hereby agrees to secure the execution by each of the
     Employees of a separate Securities Sale and Purchase Agreement ("SPA")
     substantially in the form attached to this Agreement as Annex 1 on or
     before July 28, 2002. Roy has also entered into a separate Securities Sale
     and Purchase Agreement with WIPRO ("ROY SPA") in respect of the sale of his
     securities in the Company,

     The execution by each of the Employees of the separate SPA with WIPRO shall
     be a condition precedent to WIPRO performing its obligations under the ROY
     SPA or any other SPA with any of the Management Team members or any of the
     employees and Roy shall sign this Agreement as a authorised representative
     of each of the Management Team members for the purpose of giving effect to
     the foregoing. This Agreement shall constitute, to the extent required, a
     written modification of the ROY SPA.

2.   ENTIRE UNDERSTANDING: 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, and shall not be amended, modified, altered or
     changed in any way except by a writing executed by the Parties.

3.   ARBITRATION: If any disputes, differences, or questions arise in respect of
     this Agreement or the subject matter hereof, the same shall be settled by
     arbitration in accordance with the Arbitration and Conciliation Act, 1996
     by a sole arbitrator. The arbitration shall take place in Bangalore and
     shall be conducted in English. 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.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date
first mentioned above.

SIGNED BY                                        )
FOR AND ON BEHALF OF                             )
WIPRO LIMITED                                    )

IN THE PRESENCE OF                               )

SIGNED BY                                        )
RAMAN ROY                                        )

IN THE PRESENCE OF                               )

SIGNED BY                                        )
RAMAN ROY                                        )
AS AUTHORISED REPRESENTATIVE OF                  )
THE MANAGEMENT TEAM AND EMPLOYEES                )
IN THE PRESENCE OF                               )

                                                                     Page 2 of 2





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>9
<FILENAME>f83881exv99w1.htm
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 99.1</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="45%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="left"><FONT size="2"><B>FOR IMMEDIATE RELEASE</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right" valign="top"><FONT size="2">
<IMG src="f83881f8388100.jpg" alt="(WIPRO LIMITED LOGO)"></FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2"><B>Wipro-Spectramind to offer integrated suite of BPO services</B><BR>
<B><I>Wipro concludes Spectramind acquisition transaction</I></B></FONT>

<P><FONT size="2"><B>August&nbsp;1, 2002</B>: Wipro Limited (NYSE:WIT) announced that it had concluded the
transaction for acquisition of 66% stake in Spectramind e-Services Private
Limited on July&nbsp;31,2002. Post this acquisition, Wipro&#146;s aggregate interest in
Spectramind is around 90% of all outstanding equity shares, including
convertible preference shares.
</FONT>
<P><FONT size="2">With this strategic acquisition, Wipro Technologies, the global IT services
division of Wipro Limited, along with Spectramind will offer integrated
solutions for all BPO needs of clients worldwide. Wipro&#146;s strengths as a leader
in IT Services quality, in terms of SEI-CMM, SEI-PCMM, SEI-CMMi and Six Sigma
based processes, will be complemented by Spectramind&#146;s leadership as India&#146;s
largest third party IT enabled services company and the first Indian company to
achieve COPC certification using Six Sigma platform.
</FONT>
<P><FONT size="2">Spectramind, with its 2700 strong team, addresses the BPO needs of its 7 global
customers covering over 28 processes. Wipro Technologies was already providing
technology intensive secondary and tertiary customer support services. With
the acquisition of Spectramind, Wipro has strengthened its BPO offerings with
the inclusion of Backroom Processing Services and Customer Contact Services to
its portfolio of services.
</FONT>
<P><FONT size="2">Wipro will deliver value to its BPO clients in three stages:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
        <TD width="98%"><FONT size="2">Improved cost efficiencies by moving operations offshore</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
        <TD width="98%"><FONT size="2">Improved process efficiencies and continuous process improvements by using
Six-Sigma tools.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="1%" nowrap><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
        <TD width="98%"><FONT size="2">Process optimization by re-engineering comprising redesigning the process and
by changing the IT solution that supports the process.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&#147;The addition of the new services will enhance the value of our customer
relationships as they can rely on our experience and processes for these
services as well,&#148; said Vivek Paul, CEO of Wipro Technologies. &#147;Our
initiatives such as Six Sigma and CMMi have helped raise the quality
expectations of our clients, and we are happy that now they will derive the
same quality standards for BPO as well using Six Sigma, Kaizen and COPC&#148; he
added.
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">BPO is a key strategic initiative for Wipro and is expected to be a key growth
driver. The Industry data and analyst reports indicate that India is likely to
grow as a destination of choice for IT Enabled Services. The revenue from ITES
out of India grew at 69% over the previous year to $ 1495&nbsp;million in 2001-02.
Within ITES, the fastest growing segment was customer interaction or call
centers, which grew at 123%. This segment is expected to grow to $ 21&nbsp;billion
by 2007-08.
</FONT>
<P><FONT size="2"><B>About Wipro Limited</B>
</FONT>
<P><FONT size="2">Wipro Limited is the first PCMM Level 5 and SEI CMM Level certified IT Services
Company globally. Wipro provides comprehensive IT solutions and services,
including systems integration, Information Systems outsourcing, package
implementation, software application development and maintenance, and research
and development services to corporations globally.
</FONT>
<P><FONT size="2">In the Indian market, Wipro is a leader in providing IT solutions and services
for the corporate segment in India offering system integration, network
integration, software solutions and IT services. Wipro also has profitable
presence in niche market segments of consumer products and lighting. In the
Asia Pacific and Middle East markets, Wipro provides IT solutions and services
for global corporations.
</FONT>
<P><FONT size="2">Wipro&#146;s ADSs are listed on the New York Stock Exchange, and its equity shares
are listed in India on the Stock exchange &#151; Mumbai, and the National Stock
Exchange, among others.
</FONT>
<P><FONT size="2">For more information, please visit our websites at www.wipro.com
</FONT>
<P><FONT size="2"><B>Forward-looking and cautionary statements</B>
</FONT>
<P><FONT size="2">Certain statements in this release concerning our future growth prospects are
forward-looking statements which involve a number of risks and uncertainties
that could cause actual results to differ materially from those in such
forward-looking statements. The risks and uncertainties relating to these
statements include, but are not limited to, risks and uncertainties regarding
fluctuations in earnings, our ability to manage growth, intense competition in
IT services including those factors which may affect our cost advantage, wage
increases in India, our ability to attract and retain highly skilled
professionals, time and cost overruns on fixed-price, fixed-time frame
contracts, client concentration, restrictions on immigration, our ability to
manage our international operations, reduced demand for technology in our key
focus areas, disruptions in telecommunication networks, our ability to
successfully complete and integrate potential acquisitions, liability for
damages on our service contracts, the success of the companies in which Wipro
has made strategic investments, withdrawal of fiscal governmental incentives,
political instability, legal restrictions on raising capital or acquiring
companies outside India, unauthorized use of our intellectual property and
general economic conditions affecting our industry. Additional risks that
could affect our future operating results are more fully described in our
filings with the United States Securities and Exchange Commission. These
filings are available at www.sec.gov. Wipro may, from time to time, make
additional written and oral forward-looking statements, including statements
contained in the company&#146;s filings with the Securities and Exchange Commission
and our reports to shareholders. Wipro does not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of
the company.
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2"><B>For further information please contact:</B>
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>


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