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     AGREEMENT") which superceded and replaced in its entirety the Old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.

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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                               )

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Source: OneCLE Business Contracts.