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

Source: OneCLE Business Contracts.