[GRAPHIC OF TWENTY RUPEES CURRENCY OMITTED]

                                                         22 OCT 1999

                                                         ICICI LIMITED
                                                         ICICI TOWERS
                                                         Bandra-Kurla Complex
                                                         Mumbai-400 051 (India)

                                OPTION AGREEMENT

THIS OPTION AGREEMENT (this "Agreement") entered into this 28th day of December,
1999, between:

(1)   ICICI LIMITED, a public limited company incorporated under the Indian
      Companies Act, 1913 and having its registered office at ICICI Towers,
      Bandra Kurla Complex, Bandra (East), Mumbai 400 051 (hereinafter referred
      to as 'ICICI', which expression shall, unless the context otherwise
      requires, be deemed to include its successors and permitted assigns);

(2)   WIPRO LIMITED, a public limited company incorporated under the Companies
      Act, 1956 and having its registered office at 10th Floor, Du Parc Trinity,
      17, M.G. Road, Bangalore 560 001 (hereinafter referred to as "the
      Company", which expression shall, unless repugnant to the context, be
      deemed to include its successors and permitted assigns).

ICICI and the Company are hereinafter collectively referred to as the
"PARTIES" and individually as a "PARTY")
<PAGE>

WHEREAS:

(A)   ICICI and the Company have entered into a Share Purchase Agreement dated
      December 28, 1999, whereby ICICI has agreed to purchase and the Company
      has agreed to sell to ICICI 1,791,385 equity shares of Wipro Net at Rs.
      555.0 per share.

(B)   One of the terms and conditions of the Share Purchase Agreement is that
      the Company will provide to ICICI a put option whereby ICICI may sell
      to the Company or its nominee up to 1,791,385 shares of Wipro Net at the
      Put Option Strike Price during the Put Option Period (the "Put
      Option"). ICICI will provide to the Company or its nominee a call
      option whereby the Company or its nominee may buy from ICICI 1,791,385
      Shares of Wipro Net at the Call Option Strike Price during the Call
      Option Period (the "Call Option").

NOW THEREFORE, the Parties hereto hereby agree as follows:

1.    DEFINITIONS

1.1   Capitalised terms used in this Agreement shall have the meanings set forth
      below:

      "WIPRO NET" means WIPRO NET LIMITED, a company incorporated under the
      Companies Act, 1956, having its registered office at 10th Floor, Du Parc
      Trinity, 17, M.G. Road, Bangalore 560 001;

      "SHARE PURCHASE AGREEMENT" means the share purchase agreement dated
      December 28th, 1999, entered into between ICICI and the Company;

      "PROMOTER" means any person who currently holds either directly or through
      investment companies controlled by him, the majority in the paid up equity
      share capital of the SELLER.

      "CALL NOTICE" means the notice given by the Company under Section 4.5
      hereof.

      "CALL OPTION PERIOD" means the period between 13 months and 18 months from
      the execution of the Share Purchase Agreement, unless otherwise agreed to
      by ICICI subject to the terms of Clause 3.1.

      "CALL OPTION STRIKE PRICE" means the price per share so as to yield a
      return to ICICI of 15.0% per annum compounded quarterly on the purchase
      price of Rs. 555.0 per share;

      "PLEDGE AGREEMENT" means the Share Pledge Agreement dated December
      __, 1999, between the Promoters and ICICI;
<PAGE>

      "PUT NOTICE" means the notice given by ICICI under Section 2.4 hereof;

      "PUT OBLIGATION" shall mean all the obligations and liabilities of the
      Company under this Agreement;

      "PUT OPTION EVENT" means the Event of Default as defined in the Share
      Purchase Agreement and includes:

      (i)     material breach of any of the representations and/or obligations
              under this Agreement;

      (ii)    failure of the Company to honour any of the obligations under this
              Agreement;

      "PUT OPTION PERIOD" means the period between 13 months and 18 months from
      the date of execution of the Share Purchase Agreement;

      "PUT OPTION STRIKE PRICE" means price per share so as to yield a return to
      ICICI of 13.75% per annum compounded quarterly on the purchase price of
      Rs. 555.0 per share;

      "CONSIDERATION" means the total consideration of Rs. 99,42,18,675 paid
      by ICICI to the Company for the purchase of the Shares;

      "SHARES" means the equity shares of Wipro Net purchased by ICICI under the
      Share Purchase Agreement;

      "SETTLEMENT DATE" means:

      (i)     in relation to the Put Option, the date specified in the Put
              Notice for making payment for the Put Obligation;

      (ii)    in relation to the Call Option the date specified in the Call
              Notice for making delivery of the Call Option Shares;

      "TRANSACTION DOCUMENTS" mean the Share Purchase Agreement, the Pledge
      Agreement and this Agreement, and any of the security documents or other
      documents and undertakings executed pursuant to the aforesaid documents.

1.2   Capitalised expressions used but not defined herein shall have the same
      meanings assigned to them in the Transaction Documents.
<PAGE>

2.    PUT OPTION

2.1   At any time during the Put Option Period or upon the occurrence of a Put
      Option Event in the opinion of ICICI, ICICI shall be entitled to deliver
      the Put Notice to the Company, to require the Company to purchase, or to
      cause the purchase of all or any of the Shares (the "PUT OPTION SHARES")
      at the Put Option Strike Price.

2.2   The delivery of the Put Notice shall constitute a binding agreement and
      obligation of the Company, notwithstanding any nomination, to purchase the
      Put Option Shares at the Put Option Strike Price as of the Settlement
      Date. The settlement in respect of the purchase and sale of the Put Option
      Shares shall occur on the relevant Settlement Date.

2.3   On the Settlement Date, the Company shall pay, or cause to be paid, in
      full without set-off, condition or counterclaim and free and clear of and
      without deduction of any taxes, duties, fees and other liabilities (save
      and except for taxes, if any, deductible at source obligated to be made
      under law) required to be paid or discharged by reason of transfer of the
      Put Option Shares, the Option Price in Rupees in the manner specified in
      the Put Notice, against the delivery of the Put Option Shares.

2.4   The Put Notice shall specify:

      (i)     the estimate of the Put Option Strike Price (but without prejudice
              to the actual Put Option Strike Price payable on the Settlement
              Date);

      (ii)    the Settlement date which date shall not be less than 7 days from
              the date of the Put Notice;

      (iii)   the basis on, or the reasons for, which the Put Option has been
              exercised;

      (iv)    the mode of payment of the Put Option Strike Price; and

      (v)     location for the settlement in Bangalore.

2.5   In the event that the Put Option cannot be exercised due to any regulation
      or the lack of any approval whatsoever, the Company shall deposit an
      amount equivalent to the Put Option Strike Price on the Settlement Date
      with ICICI as an advance against the purchase of the Shares. No interest
      is payable on such deposit made by the Company. The Company hereby agrees
      and covenants to identify an alternative purchaser to complete the
      transaction within 30 days of exercising the Put Option by ICICI failing
      which ICICI shall be entitled to forfeit the advance towards the Put
      Obligation.
<PAGE>

3.    CALL OPTION

3.1   At any time during the Call Option Period, the Company shall be entitled
      to deliver the Call Notice, to require ICICI to sell to the Company all of
      the Shares (the "CALL OPTION SHARES") at the Call Option Strike Price, on
      the Settlement Date. Provided that in the event the Company intends to
      exercise the Call Option within 13 months from the execution of the Share
      Purchase Agreement, the call option strike price would be calculated by
      discounting the Call Option Strike Price, as applicable at the end of 13
      months from the date of the execution of the Share Purchase Agreement, by
      the applicable ICICI cost of funds.

3.2   The delivery of the Call Notice shall constitute a binding agreement and
      obligation of ICICI, to sell the Call Option Shares specified in the Call
      Notice at the Call Option Strike Price as of the Settlement Date. The
      settlement in respect of the purchase and sale of the Call Option Shares
      shall occur on the relevant Settlement Date.

3.3   On the Settlement Date, the Company shall pay, or cause to be paid,
      notwithstanding any nomination, in full without set-off, condition or
      counterclaim and free and clear of and without deduction of any taxes,
      duties, fees and other liabilities save and except for taxes, if any,
      deductible at source obligated to be made under law) required to be paid
      or discharged by reason of transfer of the Call Option Shares, the Call
      Option Strike Price in Rupees in the manner specified in the Call Notice,
      against the delivery of the Call Option Shares.

3.4   The Call Notice shall specify:

      (i)     the Company's estimate of the Call Option Strike Price (but
              without prejudice to the actual Call Option Strike Price payable
              on the Settlement Date),

      (ii)    the Settlement date which date shall not be less than 7 days from
              the date of the Call Notice;

      (iii)   the mode of payment of the Call Option Strike Price; and

      (iv)    location for the settlement in Bangalore.
<PAGE>

4.    REPRESENTATIONS AND WARRANTIES

4.1   The Company hereby represents and warrants that:

      (a)  that the Company has the full power and authority to execute and
           deliver this Agreement and to incur its obligations and perform and
           observe its obligation under this Agreement;

      (b)  this Agreement constitutes the legal, valid and binding obligations
           of the Company, enforceable against the Company in accordance with
           terms hereof;

      (c)  the execution delivery and performance of this Agreement have been
           duly authorized by all necessary action, including corporate
           approvals and Board resolutions on the part of the Company;

      (d)  all authorizations, consents, approvals and licenses required for the
           execution, delivery and performance of this Agreement have been duly
           obtained or granted and are in full force and effect.

      (e)   the Put Obligation shall be secured by the pledge of the Pledged
            Shares.

4.2   ICICI hereby represents and warrants that:

      (a)  ICICI has the full power and authority to execute and deliver this
           Agreement and to incur its obligations and perform and observe its
           obligation under this Agreement;

      (b)  this Agreement constitutes the legal, valid and binding obligations
           of ICICI, enforceable against ICICI in accordance with terms hereof;

      (c)  the execution delivery and performance of this Agreement have been
           duly authorized by all necessary action, including corporate
           approvals and Board resolutions on the part of the Company;

      (d)  all authorizations, consents and approvals required for the
           execution, delivery and performance of this Agreement have been duly
           obtained or granted and are in full force and effect.
<PAGE>

5.    REMEDIES UPON EXERCISE OF PUT OPTION

5.1   In the event that the Company fails to perform its obligations to make
      payment to ICICI within the period stipulated in the Put Option Notice,
      ICICI shall have the right to enforce the Security as provided in Section
      2 of the Pledge Agreement without prejudice to any other rights and
      remedies available to ICICI under the Transaction Documents or under the
      law.

6.    INDEMNITY

      In the event of any breach by the Company of any representation, warranty,
      covenants or agreement made or given by the Company in this Agreement, the
      Company undertakes to indemnify and hold harmless ICICI to the extent of
      any and all damages (including all losses, costs, damages, fines, fees,
      penalties, out-of-pocket expenses under the applicable law, fees and
      expenses of attorney's, accountants and other expenses) suffered or
      incurred by ICICI, resulting from or consequent upon or relating to such
      breach of representation or warranty, covenant of agreement by the
      Company.

7.    MISCELLANEOUS

7.1   Costs and Charges

      The Company shall pay all taxes, stamp duties and other charges payable in
      or in connection with the execution of this Agreement.

7.2   Notices.

      Any notice or other communication given pursuant to this Agreement must be
      in writing and (a) delivered personally, (b) sent by facsimile
      transmission (c) or sent by registered mail, postage prepaid, as follows:

      If to ICICI:

                ICICI Limited
                2nd Floor, East Wing
                Reheja Towers
                26-27, M.G. Road
                Bangalore 560 001

                Fax No: (91-80-5588556)
                Attn: Zonal Manager
<PAGE>

      If to the Company:

                Wipro Limited
                10th Floor, Du Parc Trinity
                17, M.G. Road
                Bangalore 560 001

                Fax:  (91-80-5596752)
                Attn: Corporate Executive Vice President - Finance

      All the notices and other communications required or permitted under this
      Agreement that are addressed as provided in this Section 8.2 will (a) if
      delivered personally or by courier, be deemed given upon delivery; (b) if
      delivered by facsimile transmission, be deemed given when electronically
      confirmed; and (c) if sent by registered mail, be deemed given when
      received. Any Party from time to time may change its address for the
      purpose of notices to that Party by giving a similar notice specifying a
      new address, but no such notice will be deemed to have been given until it
      is actually received by the Party sought to be charged with the contents
      thereof.

7.3   Entire Agreement.

      This Agreement supersedes all prior discussions and agreements (whether
      oral or written, including all correspondence) among all of the Parties or
      some of the parties with respect to the subject matter of this Agreement,
      and this Agreement contains sole and entire Agreement between the Parties
      hereto with respect to the subject matter hereof.

7.4   Waiver.

      Any term or condition of this Agreement may be waived at any time by the
      party that is entitled to the benefit thereof. Such waiver must be in
      writing and must be executed by an authorised office of such party. A
      waiver on one occasion will not be deemed to be a waiver of the same or
      either under breach or non-fulfillment on a future occasion. All remedies,
      either under this agreement, or by law or otherwise afforded, will be
      cumulative and not alternative.

7.5   Amendment

      This Agreement may be modified or amended only by writing duly executed by
      or on behalf of each of the parties.
<PAGE>

7.6   Severability

      If any provision of this Agreement is held be illegal, invalid, or
      unenforceable under any present or future law, and if the rights or
      obligations under this Agreement of the parties will not be materially and
      adversely affected thereby (a) such provision will be fully severable; (b)
      this agreement will be construed and enforced as if such illegal, invalid,
      or unenforceable provision had never comprised a part hereof; and (c) the
      remaining provisions of the agreement will remain in full force and effect
      and will not be affected by the illegal, invalid or unenforceable
      provision or by its severance here from.

8.    ARBITRATION

Any and all differences, disputes or questions arising out of or under or
incidental to this agreement shall be resolved by recourses to arbitration to be
conducted by a panel of three arbitrators, one of whom would be appointed by
ICICI, one by Wipro and the third by the two arbitrators so appointed and shall
be conducted in accordance with the Arbitration Act, 1966. The venue of
arbitration shall be Bangalore and the Arbitration Award shall be final and
binding on the parties.

IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and
year first above written.

ICICI LIMITED

By:

Name:

Title:

WIPRO LIMITED                   [WIPRO LIMITED SEAL]

By: /s/

Name: S.C. Senapaty

Title: Corporate Executive Vice President - Finance

Source: OneCLE Business Contracts.