EX-2.1 SHARE PURCHASE AGREEMENT

EX-2.1

SHARE PURCHASE AGREEMENT

made on

this 29th day of November, 1999

by and between

(1) MR. XXXXXX XXXX and Others
(2) XXXXXX INFOWAY LIMITED;
(3) MR. XXXXXX XXXX and Others; and
(4) INDIAWORLD COMMUNICATIONS PRIVATE LIMITED

INDEX
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Serial No. Clause Number Particulars Page Nos.
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1. Clause 1 Definitions and Interpretations 6-9
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2. Clause 2 Agreement between the Parties 9-10
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3. Clause 3 Purchase Price 11
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4. Clause 4 Conditions Precedent 11-12
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5. Clause 5 Completion 12-14
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6. Clause 6 Warranties 14-15
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7. Clause 7 Indemnity 15
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8. Clause 8 Exclusivity and Non Competitions 16
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9. Clause 9 Assignment 16
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10. Clause 10 Expenses 16
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11. Clause 11 General 16-18
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12. Clause 12 Conciliation and Arbitration and 18-19
claim under warranty
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13. Clause 13 Service of notice 19-21
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LIST OF SCHEDULES
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Sch. No. Particulars
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1. Shareholders of IndiaWorld Communications Private Limited
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2. Directors of IndiaWorld Communications Private Limited
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3. Details of the website and domains owned by IndiaWorld Communications Private
Limited
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4. Escrow Agent Letter (Form)
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5. Warranties
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6. C C of Chief Promoter passed at a meeting by the Board (Form) (binding its
officials)
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7. C C of C.S. of the purchaser of resolution (form)
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8. Authority from the Vendors to the Escrow Agent to obtain signatures of the
Purchaser/to arrange for Stamp Duty.
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9. Letter by the Company to the Escrow Agent stating that the Share Certificates
are in order
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10. Letter to accompanying board resolution accepting and approving the transfer
and registration of shares to the Purchaser.
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LIST OF ANNEXURES
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Annexure No. Particulars
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Annexure A Audited Annual Account as at 31st March, 1999
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Annexure B Provisional Accounts as at 19th November, 1999
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SHARE PURCHASE AGREEMENT
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This Agreement is made at Mumbai, on this day of November, 1999 by and
between

(1)(A) MR. XXXXXX XXXX son of XX. XXXXXXXXXX XXXX residing at X-00 Xxxxxxxxxx
Xxxxxxxx, 00 Xxxxxx Xxx Xxxx, Xxxxxx - 400 036 ;

(B) XX. XXXXXXXXXX XXXX son of MR. CHUNILALJI JAIN residing at X-00 Xxxxxxxxxx
Xxxxxxxx, 00 Xxxxxx Xxx Xxxx, Xxxxxx - 400 036;

(C) XX. XXXXXX X XXXX wife of Xx. XXXXXXXXXX XXXX residing at X-00 Xxxxxxxxxx
Xxxxxxxx, 00 Xxxxxx Xxx Xxxx, Xxxxxx - 400 036;

(D) XX. XXXXXXXXXX XXXX karta of the HUF and residing at X-00 Xxxxxxxxxx
Xxxxxxxx, 00 Xxxxxx Xxx Xxxx, Xxxxxx - 400 036 for and on behalf of all the
members of the HUF;

(E) XX. XXXXX X XXXX daughter of XX. XXXXXXXXXX XXXX residing at X-00
Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx Xxx Xxxx, Xxxxxx - 400 036; and

(F) XX. XXXXXXX X XXXX wife of MR. XXXXXX XXXX residing at X-00 Xxxxxxxxxx
Xxxxxxxx, 00 Xxxxxx Xxx Xxxx, Xxxxxx - 400 036;

who are shareholders of IndiaWorld Communications Private Limited described
hereinafter, and whose names and details of shareholding in the company are
given in Schedule 1 hereto (all of whom are hereinafter collectively referred to
as the "Vendors" and individually referred to as a "Vendor") of the First Part;
and

(2) XXXXXX INFOWAY LIMITED, a public company within the meaning of the
Companies Act, 1956 (1 of 1956) having its registered office at II Floor, 1-8-
303/36, Mayfair Centre, S.P Road, Secunderabad 500 003 (hereinafter referred to
as the "Purchaser") of the Second Part;

(3) (i) MR. XXXXXX XXXX, son of XX. XXXXXXXXXX XXXX residing as aforesaid
(hereinafter referred to as "Mr.RJ") (ii) Xx.XXXXXXXXXX XXXX son of Xx.XXXXXXXX
XXXX residing as aforesaid and (iii) Xx. XXXXXX X.XXXX wife of Xx.XXXXXXXXXX
XXXX (All of whom are directors of IndiaWorld Communications

Private Limited and are hereinafter collectively referred to as the "Existing
Directors " and individually referred to as the "Existing Director") of the
Third Part; and

(4) INDIAWORLD COMMUNICATIONS PRIVATE LIMITED, a private company within the
meaning of the Companies Act, 1956 (1 of 1956) and having its registered
office at 304, Xxxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxxxx, Xxxxxx - 000 000,
Xxxxx (hereinafter referred to as the "Company") of the Fourth Part;

WHEREAS
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(A) The Vendors have promoted and formed the Company for carrying on the
business of consultants of software systems, communications and information
systems.

(B) The Company's Authorised, Subscribed and Paid-up Share Capital as at the
date of this Agreement is as under:

(i) Authorised Capital of Rs.5,00,00,000/- divided into 50,00,000 Equity
Shares of Rs.10/- each;

(ii) Subscribed and Paid up Capital of Rs.20,00,000/- divided into 2,00,000
Equity Shares of Rs.10/- each;

(C) The entire Paid up Capital consisting of 2,00,000 Equity Shares is held as
of the date of this Agreement only by the Vendors and other persons as more
particularly shown against their names respectively in Schedule 1, and there is
no other person who has any right, title or interest in the Paid up share
capital

(D) The persons whose names are mentioned in Schedule 2 hereto are acting in
their capacity as the Existing Directors of the Company and are in charge of the
ultimate management of the affairs of the Company.

(E) The Company has established an internet service portal at
xxx.xxxxxxxxxx.xx.xx and all of which are registered URL's in the name of
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IndiaWorld Communications Private Limited and domains particulars of which
are given in Schedule 3 and also has the right to use the Softwares in
connection with or related to the above portal and the domain web sites.

(F) Subject to the general superintendence, direction and control of the
aforesaid

Existing Directors, Mr. X X as the Managing Director of the
Company is in charge of day-to-day management of the affairs of the
Company.

(G) The Purchaser being desirous of acquiring 49,000 equity shares in the
capital of the Company from the Vendors more particularly described against
their names respectively in Schedule 1 hereto, has offered to purchase the same
from the Vendors, and the Vendors are willing to accept the said offer, upon the
terms and subject to the conditions hereinafter mentioned.

In the premises aforesaid and for THE CONSIDERATION MENTIONED HEREINAFTER IT is
hereby agreed between the parties hereto AS UNDER:

1 Definitions & Interpretation
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For the purposes of this Agreement:

"Act" means the Companies Act, 1956 and includes any further amendment or
reenactment thereof.

"Agreement" means this Agreement as amended from time to time.

"Agreement Date" means the date of this Agreement.

"Accountants" means a firm of chartered accountants for financial appraisal of
the Company up to the Agreement Date appointed by the Purchaser

"Accounting Date" means 31st day of March 1999

"Audited Annual Accounts" means the Balance sheet and the Profit and Loss
account for the financial period ending as on the Accounting Date including
notes to the accounts and other statements forming part thereof copies of
which are hereto annexed as Annexure A.

"Base Date" means the 19th day of November, 1999

"Business Day" means any day (other than Saturday and Sunday) on which banks are
open for business in Mumbai, India.

"Board" means the board of directors of the Company.

"Business Hours" means 10am - 6pm on any Business Day.
"Chief Promoter" means MR. XXXXXX XXXX

"Completion" means the completion of sale of the 49,000 Shares by the Vendors to
the Purchaser, purchase thereof, and payment of the Purchase Price therefor by
the Purchaser to the Vendors, receipt thereof by the Vendors and registration
thereof in the name of the Purchaser as the holder by the Company and payment
of the Indemnity Deposit by the Vendors consequent to the satisfaction of the
conditions precedent mentioned in Clause 4 herein.

"Completion Date" means 12.00 midnight of the fourth Business Day after the
Agreement Date or such other later date as may be mutually agreed.

"Director" means a director, for the time being, of the Company.

"Escrow Account" means a separate designated Bank account to be opened with the
Escrow Agent Bank in the name of the Escrow Agent upon the terms and conditions
contained hereunder and under the Escrow Agent letter.

"Escrow Agent" means Standard Chartered Bank, or any other person(s) appointed
by the parties by mutual agreement.

"Escrow Agent Letter" means a letter Agreement in form and substance set out in
Schedule 4.

"Financial Statements" means the Annual Accounts and Provisional Accounts
referred to collectively.

"Indemnity Deposit" means an amount of Rs. 1,00,00,000 (Rupees One Crore only)
to be deposited by the Vendors in the Escrow Account simultaneously with the
payment of the Purchase Price to be held as an escrow deposit upon the terms
and conditions contained hereunder and in the Escrow Agent letter.

"Indemnity Letter" means a letter by the Bank in form and substance set out in
the Schedule 4A.

"Person" means an individual, company, corporation, government or governmental
subdivision or agency, business trust, estate, partnership, or association, two
or more of any of the foregoing having a joint or common interest, or any other
legal or commercial entity or undertaking; and `Persons' shall be construed
accordingly.

"Provisional Accounts" means collectively the Provisional Balance Sheet as at
the Base Date and the Provisional Profit and Loss Account including other
Schedules forming part thereof for period from the 1st day of April, 1999
and ending on the Base Date copies of which are hereto annexed as Annexure B

"Provisional Balance Sheet" means the unaudited provisional balance sheet of the
Company as at the Base Date.

"Provisional Profit and Loss Accounts" means the unaudited provisional profit
and loss accounts for the period from 1st April 1999 and ending on the Base
Date.

"Purchase Price" means the purchase price to be paid by the Purchaser in the
amount set out in Clause 3.

"Rupees" shall mean and refer to Indian Rupees only.

"Share" means an equity share of Rs. 10 each, fully paid up and "Shares" mean
49,000 equity shares in the equity share capital of the Company, held by the
Vendors.

"Share Certificate" means a certificate in respect of a Share.

"Transfer Deed" means an instrument of transfer of Shares prescribed under
Section 108 of the Act.

"Warranties" means the warranties set forth in Schedule 5;

Any reference to a statutory provision shall be construed as including reference
to:

(a) any statutory modification, consolidation or re-enactment (whether
before or after the date of this Agreement) for the time being in force;

(b) all statutory instruments or orders made pursuant to a statutory
provision;

(c ) any statutory provision which is a consolidation, re-enactment or
modification pertaining to the original enactment;

Unless otherwise stated, a reference to a Clause, Schedule or Annexure is a
reference to a Clause or a Schedule or an Annexure to this Agreement.

The Schedules and Annexures to this Agreement constitute an integral part
hereof.

The Headings in this Agreement are for convenience only and shall not constrain
or affect its construction or interpretation in any way whatsoever.

References to days or dates (including without limitation of the Completion
Date) which do not fall on a Business Day, shall be construed as references to
the day or date falling on the immediately subsequent Business Day.

Wherever in this Agreement a period of time is referred to, the day on which
that period commences shall be the day on which the event occurs which causes
the period to start running.

As used in this Agreement, the term `to the best of the knowledge, information
and belief' when used in relation to the Vendors shall mean (a) within the
actual knowledge, information and belief of any director, officer, employees,
agent or representative of the Vendors or of the Company, and (b) within the
knowledge, information and belief that any of the same would have gained after
making due and careful enquiry into the matter in question.

Where the context so admits, any reference to the singular includes the plural,
and any reference to the plural includes the singular, and any reference to a
gender includes other gender or genders.

Any reference to a `Party' means the Vendors, the Purchaser, the Existing
Directors or the Company, as the context may require, and references to the
`Parties' shall be construed accordingly.

2. Agreement between the Parties
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2.1 The Parties hereto agree that the Purchaser agrees to purchase from the
Vendors and the Vendors agree to sell to the Purchaser 49,000 Shares as set out
in Schedule 1 at

or for the price of Rs1,22,25,00,000 (Rupees One hundred twenty two crore twenty
five lacs only) in aggregate and the existing Directors agree to register
transfer of the same, upon the terms and conditions hereinafter set out

2.2. In consideration of the payment of the Purchase Price by the Purchaser to
the Vendors, the Vendors shall sell (as legal and beneficial owners), and the
Purchaser shall purchase, the Shares, free from all claims, liens, charges,
encumbrances and equities together with all rights attached or accruing thereto
(including without limitation accrued dividends, if any) upon the terms and
subject to the conditions set out in this Agreement.

2.3 Each of the Vendors, the Purchaser, the Existing Directors and the
Company agrees to take all such steps and to do all such acts and deeds as may
be requisite for the discharge of its obligations for ensuring that the
Completion shall take place on or before the Completion Date.

2.4 In order to ensure that the Shares are duly acquired, transferred and
registered in the name of the Purchaser, the Directors shall cause the Company
to approve registration of the Shares in the name of the Purchaser at a meeting
of the Board duly convened with requisite quorum on or before the Completion
Date.

2.5 It has been specifically agreed by and between the Parties hereto that the
agreement for purchase of the Shares by the Purchaser from the Vendors and the
agreement of the Vendors to sell the same to the Purchaser is on the Completion
Date. The Completion shall include without prejudice to the particulars set
out in Clause 4 hereinafter, payment of the Purchase Price by the Purchaser to
the Vendors, payment of the Indemnity Deposit by the Vendors to the Escrow
Agent, sale and transfer of the Shares by the Vendors to the Purchaser, and
registration of the same by the Company in the name of the Purchaser.

2.6 The Vendors and the Existing Directors shall at the costs of the Company
provide and request the Company's auditors and cause the employees to provide
support and assistance upto 31st March, 2001 to the Company or as may be
reasonably requested by the Purchaser for the management of the Company and
conduct of its affairs including the business development and growth which the
Purchaser desires to make.

3. Purchase Price
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It is agreed that the Purchase Price to be paid by the Purchaser for the
purchase of the Shares shall be Rs.24,948.98/- per Share and the same shall be
paid by the Purchaser by handing over to the Escrow Agent demand drafts or
bankers cheques for the amount of Rs.1,22,25,00,000.00 (Rupees One hundred
twenty two crore twenty five lacs only) as and by way of consideration for the
purchase of Shares, as specified in Clause 4.1.1(g) of his Agreement.

4. Conditions Precedent
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4.1 The Completion shall not take place unless the Parties shall have complied
with and or fulfilled the following conditions on or before the Completion
Date:-

4.1.1(A)The Escrow Agent(s) shall have received from the relevant Parties on or
before the Completion Date:

(a) all original share certificates in respect of the Shares and the
relevant Transfer Deeds duly executed by each of the Vendors;

(b) six demand drafts from the Purchaser issued by ABN Amro Bank drawn
in the names of the Vendors for the total sum of Rs. 1,22,25,00,000.00
(Rupees One hundred twenty two crore twenty five lacs only) being the
aggregate amount of the Purchase Price to be paid by the Purchaser to the
Vendors for purchase of the 49,000 Shares as set out in Schedule 1.

(c) Vendors shall deposit upon the Agreement Date with the Escrow Agent an
amount aggregating to Rupees One Crore for and towards the Indemnity
Deposit, to be dealt with by the Escrow Agent as provided in the Escrow
Agent letter.

4.1.1(B)The Purchaser shall have received

(a) a copy certified by Chairman of the Company and Mr. Xxxxxx Xxxx of a
resolution in the form given in Schedule 6 passed at a meeting by the Board
authorising the official/s / representative/s named therein of the Company
to sign, execute and deliver this Agreement and thereby to bind itself to
perform its obligations as set out herein

(b) authority letter in the form given in Schedule 8 from each of the
Vendors to the Purchaser authorising the Escrow Agent to obtain the
signature of the Purchaser, to arrange for payment of stamp duty thereon to
deliver the same to the Company for registration of the Shares therein
mentioned in the name of the Purchaser, and to receive from the Company the
Share Certificates duly endorsed on the reverse thereof showing the name of
the Purchaser as the shareholder of the Company in respect of the Shares
mentioned in the relevant Share Certificates.

(c) a letter in the form given in Schedule 9 from the Company in form and
substance satisfactory to the Escrow Agent stating, inter alia, that the
Company has verified each of the Share Certificates in respect of the
Shares and the relative Transfer Deeds, that the Transfer Deeds have been
duly and properly executed;

(d) a letter in the form given in Schedule 10 from the Company together
with a copy certified as true copy by the Chairman of the Board and Mr.
Xxxxxx Xxxx of the resolution passed at a meeting of the board approving
registration by the Company of the transfer of 49,000 Shares on the date
therein set out by the Vendors to the Purchaser on or before the Completion
Date;

4.1.1(C)The Chief Promoter shall have received
(a) a copy certified by the company secretary of the Purchaser as true copy
of a resolution in the form given in Schedule 7 passed at a meeting of the
board of directors of the Purchaser authorising its
official(s)/representative(s) named therein to sign, execute and deliver
this Agreement and thereby bind itself to perform its obligations as set
out herein;

5. Completion
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5.1 The Completion shall take place on or before the Completion Date after
satisfaction of the Conditions Precedent mentioned in Clause 4 hereinabove as
under:

(a) The Escrow Agent(s) shall after the stamps are affixed by the Parties
on the Transfer Deeds, deliver to the Purchaser the Transfer Deeds in
respect of the Shares transferred by each of the Vendors to the Purchaser
as mentioned in Schedule 8 hereto.

(b) after the Purchaser shall have executed the Transfer Deeds the same
shall be forwarded by the parties to the Company with a request to transfer
the Shares to the Purchaser from the name of the Vendors to the name of the
Purchaser.

(c) The Company shall convene a meeting of the Board and approve transfer
of Shares from the Vendors to the name of the Purchaser and authorise
entry of the name of the Purchaser as the registered holder of the Shares
in the books and records of the Company including in its register of
members and thereafter direct the Share Certificates pertaining to the
Shares to be endorsed in the name of the Purchaser and shall thereafter
deliver the Share Certificates duly to the Purchasee/Escrow Agent with a
request to deliver the same to the Purchaser.

(d) Upon receiving the Share Certificates duly endorsed in the name of the
Purchaser the Escrow Agent shall deliver the said Share Certificates to the
Purchaser and shall hand over the demand drafts received by it from the
Purchaser to the Vendors as set out in Schedule 1 hereto.

5.2 In the event of the Completion not taking place on the Completion Date the
Escrow Agent shall within 30 days after the completion Date return the documents
to the parties who shall have deposited by the parties

(a) on account of the Purchaser failing to deliver any demand draft to the
Escrow Agent on or before the Completion Date as provided in clause 4(g),
the Escrow Agent shall return the Share Certificates and the Transfer Deeds
relating to the Share Certificates comprised therein and also the Indemnity
Deposit to the Vendors; or

(b) on account of the Vendors not delivering the original Share
Certificates in respect of the Shares and or any Transfer Deed executed
and/or any part of the Indemnity Deposit by the Vendors, the Escrow Agent
shall return the demand drafts to the Purchaser

5.3 Nothing hereinabove shall, howsoever, affect the rights of any of the
Parties under law, contract or otherwise, howsoever, including its rights to
invoke arbitration under clause 12.

5.4 Without prejudice to the rights of an aggrieved Party and without prejudice
to the rights and remedies of the Parties under this Agreement that shall have
accrued to or in favour of a Party prior to the Completion Date , in the event
of the Completion not taking place on the Completion Date, this Agreement as
between the Parties shall stand terminated and the Parties shall be discharged
from performing their obligations to the other parties.

6. Warranties
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6.1 The Purchaser has entered into this Agreement relying upon the
representations and warranties of the Vendors as to the facts and statements as
of the Agreement Date and more particularly set out in Part I of Schedule 5, and
save as of the date of this Agreement, each of the Warranties shall be separate
and independent and shall be deemed made whether or not the Purchaser knew or
could have discovered (whether by any investigation made by it or on its behalf
into the financials of the Company or otherwise) that any of the Warranties has
not been complied with or carried out or is otherwise untrue or misleading.

6.2 The Vendors have entered into this Agreement relying upon the
representations and warranties of the Purchaser as to the facts and statements
as of the Agreement Date and more particularly set out in Part II of the
Schedule 5 of the Warranties and each of the warranties shall be separate and
independent and shall be deemed made whether or not the Vendors knew or could
have discovered (whether by any investigation made by it or any of them or
otherwise) that any of the warranties has not been complied with or carried out
or is otherwise untrue or misleading.

6.3 The Vendors jointly and severally undertake to disclose to the Purchaser
promptly anything which comes to their notice which is inconsistent with any
of the Warranties. This shall be without in any way affecting the Vendors other
obligations under this Agreement .

6.4 The Vendors jointly and severally undertake (in the event of any claim
being made against any of them by the Purchaser) not to make any claim against
the Company or its employee in respect of the matter giving rise to such Claim.

6.5 In the event of any Warranty given by a party herein is shown to be
materially incorrect or inaccurate, the other party shall be indemnified by the
party making

the warranty in respect thereof, if any monetary loss shall have been caused to
the other party as a result of any such incorrect or inaccurate warranty of
material nature.

6.6 Any claim of indemnifying the Purchaser against any monetary loss caused
to the Company or the Purchaser directly attributable for breach of any Warranty
by the Vendors shall be intimated by a notice to the Chief Promoter on behalf of
the Vendors, and the Vendors, jointly and severally undertake to honour the
claims of the Purchaser.

7. Indemnity
---------

7.1 The Parties agree that the Vendors shall indemnify and keep indemnified the
Company of all liabilities including contingent liabilities which are not
included in the Provisional Accounts and which became known at any time before
30th day of June 2001.

7.2 Payment of the amount of the indemnity shall firstly be made out of the
Escrow Account by the Escrow Agent directly to the Company, to the extent and
only upon the instruction of the Accountants of the Company. If, however on or
before 30th June, 2000 no amount of indemnity is claimed then, or if the
entire amount of the Indemnity Deposit or only a part of the Indemnity is
claimed as provided in clause 7.1 the unclaimed amount of the deposit shall be
paid by the Escrow Agent to the Vendors without prejudice to the rights of
parties. All Bank interest accruing on the Indemnity Deposit shall belong to the
Vendors.

7.3 Any claim of indemnity by the Purchaser whether upon the Vendors or the
Escrow Agent shall be supported by a certificate issued by the Accountants
stating the amount of the claim of indemnity to be paid by the Vendors.

7.4 The Indemnity Amount as may be certified by the Accountants for payment
is limited to Rs. 1,00,00,000 (Rupees One Crore only) and if the claim exceeds
Rupees One Crore, the claim regarding such excess amount shall be referred to
arbitration under Clause 12.

7.5 The Escrow Agent shall return the unclaimed amount of the Indemnity Deposit
to the Vendors on 30th June, 2000. No claim under the indemnity on the Vendors
shall survive or be made after 30th day of June, 2001.

8. Exclusivity and Non Competitions
--------------------------------

8.1 None of the Vendors shall negotiate with any third party for the sale,
mortgage, pledge or otherwise encumber, create any interest or deal with any of
the Shares in any manner until the Completion Date.

8.2 In the event of the Completion taking place on the Completion Date none of
the Vendors and or the Existing Directors shall directly or indirectly
undertake or establish any enterprises for undertaking the business in
competition with or similar to the business of the Company upto 31st December,
2000,except the business of messaging services and software development
currently being carried on in the name of Netcore Solutions Private Limited.

9. Assignment
----------

This Agreement and the obligations of the Parties hereto shall ensure for the
benefit of the Parties and for their respective successors. But neither the
Chief Promoter nor the Vendors, nor any of the Existing Directors, nor the
Company nor the Purchaser shall be entitled to assign any of its rights,
liabilities and obligations hereunder.

10. Costs and expenses
------------------

10.1 Each Party shall pay its own costs in relation to the negotiation leading
up to the sale of the Shares and to the preparation, execution and carrying into
effect of this Agreement and of all other documents referred to in it.

10.2. Without prejudice to the generality of Clause 10.1, the Purchaser shall
be responsible for the stamping of the transfer form for transfer of the Shares
delivered by the Vendors and for the payment of the relevant stamp duty.

11. General
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11.1. If any Party hereto consists of more than one person then the liability
of those persons in all respects under this Agreement shall be a joint liability
of all of those persons and a liability of each of those persons severally.

11.2. No variation, modifications or waiver of any provision of this Agreement
nor consent to any departure by any party therefrom, shall, in any event be of
any force or effect unless the same shall be confirmed in writing, signed by the
Parties, and then such

variation, modification waiver or consent shall be effective only to the extent,
of which it may be made or given.

11.3 No Failure, delay, relaxation or indulgence on the part of any party in
exercising any power or right conferred upon such party in terms of this
Agreement shall operate as a waiver of such power or right, nor shall any single
exercise of any such power or right preclude any other or future exercise
thereof or the exercise of any other power or right under this Agreement.

11.4 If any provisions of this Agreement shall be invalid and not enforceable
in accordance with its terms, all the provisions which are self-sustaining and
capable of separate enforcement without regard to the invalid provisions shall
be and continue to be valid and enforceable in accordance with their terms.

11.5 Each Party to this Agreement shall sign, execute, deliver and register
and obtain all such consents as are required and do all deeds and things as may
be reasonably required by the other party so as to effectually enable the other
party to carry out and give effect to the term and intention of the parties
under this Agreement whether before or after completion.

11.6 The parties to this Agreement shall exercise their rights, shall cause
their representatives and nominees on the Board of Directors of the Company, to
do and perform all acts, deeds and things as may be necessary or expedient to
give effect to the terms and intent of this Agreement.

11.7 Each of the parties hereto undertakes with the other:-

(a) to perform and observe and to procure that the Company will perform and
observe all the provisions of this Agreement;

(b) to take all necessary steps on its part to give full effect to the
provisions of this Agreement.

(c) without prejudice to the generality of the foregoing to exercise and
procure that every person for the time being representing it will exercise
or refrain from exercising any rights of voting at any meeting of the
members or of the directors of the Company so as to ensure the passing of
any and every resolution necessary

or desirable to procure that the affairs of the Company are not conducted
contrary to this Agreement and likewise so as to ensure that no resolution
is passed which does not accord with such provisions.

11.8 In entering into this Agreement the parties recognise that it is
impractical to provide for every contingency that may arise in the course of the
performance thereof. Accordingly, the parties declare it to be their intention
that this Agreement shall operate between them with fairness and without
detriment to the interest of any of them and if in the course of the performance
of this Agreement unfairness to any party hereto shall be manifest, they will
use their best endeavors to remove the cause or causes of the same.

11.9 Each Party shall bear its own costs of its legal advisor and all other
expenses in connection with this Agreement and the completion hereof except as
otherwise provided herein.

12. Conciliation and Arbitration and Claim under Warranty
-----------------------------------------------------

12.1 In the event of any dispute or difference between the Parties the same
shall be resolved by the Parties by conciliation by a sole conciliator appointed
by mutual agreement between the Parties to the dispute, and in the event of any
failure of the Parties to appoint a common conciliator, by a panel of
conciliators, one Conciliator to be appointed by the Vendors and one conciliator
shall be appointed by the Purchaser and such two selected conciliators shall
jointly appoint a third conciliator to form a panel of three conciliators. The
decision of the conciliators may be accepted by the Parties and the Parties
shall endeavor to the extent feasible to abide by the decision of the
conciliator(s). If, however a Party is dissatisfied or is not willing to accept
the decision of the conciliators, or if, the conciliator/s have not been
appointed within a period of 30 days from the date on which the Party shall have
demanded reference to conciliation, that matter of dispute or difference shall
be resolved through arbitration the Vendor shall appoint one arbitrator and the
Purchaser shall appoint one arbitrator and such two appointed arbitrators shall
then appoint a third arbitrator to form a panel of three arbitrators. The
decision given by majority of the arbitrators shall be award of the Arbitrators
and the same shall be final, conclusive and binding upon the Parties .

12.2 The conciliation and the arbitration proceedings shall be conducted in the
city of Mumbai in accordance with the provisions of Arbitration and Conciliation
Act, 1996 and the language for arbitration shall be English.

12.3 Provided, however, that no claim of indemnity, which is less then Rs. 1
crore which is secured by the Escrow Account Deposit shall be referred to
conciliators for conciliation or to the arbitrators for arbitration and a
decision given by the Accountants in that case shall be final, conclusive and
binding on the Parties in respect of the amount of the loss caused to the
Purchaser and the amount of the indemnity to be provided by the Vendors.

13. Service of notice
-----------------

13.1 Any notice and any certificate permission consent licence approval or
other communication or authorisation to be served upon or delivered or given or
communicated to one party hereto by the other (in this Clause called a
"communication') shall be in the form of a document in writing, without
limitation including fax and telegram

13.2 All communication shall be made

(i) to all the Vendors and the Existing Directors at the following address
or to the following fax number:

(1) Mr. Xxxxxx Xxxx ,
Address: X-00 Xxxxxxxxxx Xxxxxxxx,
00 Xxxxxx Xxx Xxxx, Xxxxxx - 000 036 ;

(2) Xx. Xxxxxxxxxx Xxxx
X-00 Xxxxxxxxxx Xxxxxxxx,
00 Xxxxxx Xxx Xxxx,
Xxxxxx - 400 036;

(3) Xx. Xxxxxx X Xxxx
X-00 Xxxxxxxxxx Xxxxxxxx,
00 Xxxxxx Xxx Xxxx,
Xxxxxx - 400 036;

(4) Xx. Xxxxxxxxxx Xxxx karta of the HUF
X-00 Xxxxxxxxxx Xxxxxxxx,
00 Xxxxxx Xxx Xxxx,

Xxxxxx - 400 036

(5) Xx. Xxxxx X Xxxx
X-00 Xxxxxxxxxx Xxxxxxxx,
00 Xxxxxx Xxx Xxxx,
Xxxxxx - 000 000; and

(6) Xx. Xxxxxxx X Xxxx
X-00 Xxxxxxxxxx Xxxxxxxx,
00 Xxxxxx Xxx Xxxx,
Xxxxxx - 000 000;

Fax No: 00-00-000 3904

for the attention of : Xx.X.X.Xxxx

(ii) to the Purchaser at the following address or to the following fax
number:

Xxxxxx Infoway Limited,
II Floor, 0-0-000/00,
Xxxxxxx Xxxxxx, X.X Xxxx,
Xxxxxxxxxxxx 500 003

Fax Number: 00-00-000 6295

For the attention of : Mr.T.R.Sanathanakrishnan

(iii) to the Company at the following address or to the following fax
number:

Indiaworld Communications Private Limited,
304, Xxxxxxxx Xxxxxxxx,
000 Xxxxxxx Xxxxx,
Xxxxxx - 400 021

Fax Number : 00-00-000 3904

For the attention of : Xx.X.X.Xxxx

13.3 All communication shall be delivered by hand or sent by fax, telegram
or sent by registered post (where possible by airmail).

13.4 A communication shall have effect for the purpose of this Agreement and
shall be deemed to have been delivered to and received by the party to whom it
was addressed:

13.4.1 if delivered by hand upon receipt by the relevant person for whose
attention it should be addressed as provided above, or upon receipt by any other
person then upon the premises at the relevant address who reasonably appears to
be authorised to receive post or other message on behalf of the relevant party;

13.4.2 if sent by fax upon the transmission of the communication to the
relevant fax number and the receipt by the transmitting fax machine of an
answer-back code showing that the fax message has been received properly by the
fax code showing that the fax machine to which it was transmitted; and

13.4.3 if sent by telegram, twenty four hours after the text of the cable has
been given to the relevant telegraph office or other authority for transmission,
unless before the expiry of that period an advice of inability to deliver is
received by the party making the communication;

13.4.4 if sent by registered post seven days from the date upon the
registration receipt provided by the relevant postal authority.

13.5 Each Party shall be obliged to send a communication to the other in
accordance with this Clause notifying any changes in the relevant details set
out in the second paragraph of this Clause, which details shall then be deemed
to have been amended accordingly.

13.6 Any communication received by the Chief Promoter shall be deemed to have
been received by all the Vendors.

IN WITNESS WHEREOF, the Parties hereto have signed and executed and/or caused to
be signed and executed this Agreement on the date first above mentioned.

SIGNED AND DELIVERED By )
1. Mr. Xxxxxx Xxxx )
2. Xx. Xxxxxxxxxx Xxxx )
3. Xx. Xxxxxx X. Xxxx )
4. X. X. Xxxx HUF )
5. Xx. Xxxxx X. Xxxx )
6. Xx. Xxxxxxx X. Xxxx )

the Vendors withinnamed )
in the presence )

SIGNED AND DELIVERED )
on behalf of Xxxxxx Infoway Limited )
__________ the Purchaser )
withinnamed by the hand of )
Mr. ______________ )
its duly authorised official in the )
presence of . )

SIGNED AND DELIVERED )
By )
Mr. Xxxxxx Xxxx )

Directors in the presence of )

1. Mr. Xxxxxx Xxxx )

2. Xx. Xxxxxxxxxx Xxxx )

3. Xx. Xxxxxx X. Xxxx )

SIGNED AND DELIVERED )
on behalf of _____________ )
the Company withinnamed by the )
hand of ___________ , )
its Director in the )
the presence of . )

LIST OF SCHEDULES
-----------------

-------------------------------------------------------------------------------------
Sch. No. Particulars
--------- -----------
-------------------------------------------------------------------------------------

1. Shareholders of IndiaWorld Communications Private Limited
-------------------------------------------------------------------------------------
2. Directors of IndiaWorld Communications Private Limited
-------------------------------------------------------------------------------------
3. Details of the website and domains owned by IndiaWorld Communications
Private Limited
-------------------------------------------------------------------------------------
4. Escrow Agent Letter (Form)
-------------------------------------------------------------------------------------
5. Warranties
-------------------------------------------------------------------------------------
6. C C of Chief Promoter passed at a meeting by the Board (Form) (binding
its officials)
-------------------------------------------------------------------------------------
7. C C of C.S. of the purchaser of resolution (form)
-------------------------------------------------------------------------------------
8. Authority from the Vendors to the Escrow Agent to obtain signatures of
the Purchaser/to arrange for Stamp Duty.
-------------------------------------------------------------------------------------
9. Letter by the Company to the Escrow Agent stating that the Share
Certificates are in order
-------------------------------------------------------------------------------------
10. Letter to accompanying board resolution accepting and approving the
transfer and registration of shares to the Purchaser.
-------------------------------------------------------------------------------------

SCHEDULE 1
----------
INDIAWORLD COMMUNICATIONS PRIVATE LIMITED
LIST OF MEMBERS AND THEIR SHAREHOLDINGS

--------------------------------------------------------------------------------------------------------------------
Sr. Name of the Share Holders and No. of Distinctive Nos. Particulars Price Remarks
No. Address Shares To From of Shares
being sold
in Agreement
--------------------------------------------------------------------------------------------------------------------

1 X. X. XXXX IMPEX & INVESTMENTS 150,000 1-24000 Not acting
PVT. LTD. 24501-45000 as Vendors
304, Xxxxxxxx Xxxxxxxx, 000, 00000-00000
Xxxxxxx Xxxxx, Xxxxxx 400 021 90001-123000
130001-150000
170001-190000
197501-200000

--------------------------------------------------------------------------------------------------------------------
2 XXXXXX X. XXXX 20,000 150001-170000 19,500 486,505,102.04 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------------------------------------
3 X.X. XXXX 7,500 190001-197500 7500 187,117,346.94 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------------------------------------
4 XXXXXX X. XXXX 7,500 24001-24500 7500 187,117,346.94 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 123001-130000 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 000
000
--------------------------------------------------------------------------------------------------------------------
5 X.X. XXXX HUF 5,000 45001-50000 5000 124,744,897.96 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------------------------------------
6 XXXXX X. XXXX 5,000 50001-55000 5000 124,744,897.96 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------------------------------------
7 XXXXXXX X. XXXX 5,000 85001-90000 4500 112,270,408.16 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------------------------------------
200,000 49,000 1,222,500,000.0
--------------------------------------------------------------------------------------------------------------------

SCHEDULE 2
----------

M/S. INDIAWORLD COMMUNICATIONS PRIVATE LIMITED
----------------------------------------------

LIST OF DIRECTORS
-----------------

Particulars Date of Appointment
----------------------------------------------------------------------------------------

1 Xx. Xxxxxx X. Xxxx (Director) (Managing July 21st, 1992
Director) July 4th, 1996

----------------------------------------------------------------------------------------
2 Xx. X.X. Xxxx January 16th, 1995
----------------------------------------------------------------------------------------
3 Xxx. Xxxxxx X. Xxxx July 21st, 1992
----------------------------------------------------------------------------------------

SCHEDULE 3
----------
1. Website owned by IndiaWorld Communications Private Limited is
xxx.xxxxxxxxxx.xx.xx
--------------------

2. Domains owned by IndiaWorld Communications Private Limited, as under:

----------------------------------------------------------------------------------------------------------
Xxxxxxxx.xxx XxxXxxxxx.xxx Xxxxx.xxx Xxxxxxx.xxx
----------------------------------------------------------------------------------------------------------

Xxxx.xxx IndiaLine. com Xxxx.xxx IndiaTradePoint. Com
----------------------------------------------------------------------------------------------------------
Xxxxxxxx.xxx XxxxxXxxxx.xxx Xxxxxxxxxx.xxx Xxxxxxxxxxxx.xxx
----------------------------------------------------------------------------------------------------------
Xxxx.xxx XxxxxXxxxxxxx.xxx Xxxxxx.xxx XxXxxxx.xxx
----------------------------------------------------------------------------------------------------------
Xxxx.xxx Xxxxxxx.xxx Xxxxxxxxxxxxx.xxx
----------------------------------------------------------------------------------------------------------
Xxxxx.xxx Xxxxxxxxx.xxx XxxxxXxxxx.xxx
----------------------------------------------------------------------------------------------------------

SCHEDULE 4

ESCROW AGENT LETTER
-------------------

1. We, all the under signed request you
(i) to receive on or before 3rd December, 1999 (the "Completion Date") for
safe custody and holding to the order of the parties, except as other wise
provided in paragraph 4(a) setout hereinafter.

(a) ____________ Share Certificates (the "Share Certificates") in respect of
49,000 Equity Shares (the "Shares") issued by IndiaWorld Communications
Private Limited (the "Company"), particulars whereof are given in Schedule
1 to the Agreement.

(b) Transfer Deeds (the "Transfer Deeds") executed by the holders of the Shares
whose names are also given in Schedule 1 to the Agreement (the "Vendors")
(the share certificates are the Transfer Deeds collectively referred to as
the "Documents").

(c) Six Demand Drafts issued by Bank for aggregating amount of Rs. __________
delivered by Xxxxxx Infoways Limited ("SIL") in the name of the Payees
mentioned in Schedule 1.

(d) A resolution passed by at a meeting of the Directors of the Company on the
lines of the draft given in the Schedule 6 to the Agreement approving and
directing registration of the transfer of the Shares with effect from the
date therein mentioned in favour of SIL. (which shall not be later than the
Completion Date)

(e) An interest bearing term deposit of Rs.1 crore placed with you (the "Term
Deposit") by X. X. XXXX IMPEX & INVESTMENTS PRIVATE LIMITED ("CMJ") for the
period upto 30th June, 2000 in the name of CMJ; and

hold the aforesaid documents and the Term Deposit until 30th June, 2000
unless otherwise requested by all the undersigned.

(ii) on the Completion Date or earlier if agreed by all the under signed you
shall hand over (a) Transfer Deeds and the Share Certificates and the
resolution referred to in 1 (i) (d) above to SIL and (b) Six Demand Drafts
to the Vendors

2. If you receive before 30th June,2000 any letter from SIL for payment of any
amount supported by a certificate of KPMG , you have the full and absolute
authority on behalf CMJ to prematurely withdraw from the aforesaid Term Deposit
such amount not exceeding the amount of the Term Deposit as mentioned in the
said letter and pay the same to SIL and return on the Completion Date the
balance amount of the Term Deposit with Bank interest accrued thereon to CMJ.

3. If however, you do not receive any such letter from SIL demanding any
payment as aforesaid, on or before 30th June, 2000 you shall repay to CMJ the
maturity proceeds of the Term Deposit with bank interest accrued thereon.

4.(a) Within 30 days after the Completion Date you will return the Documents to
the person who deposited the same with you unless all the undersigned jointly
request you to hold the security/documents for a further specified period and
you also agree to the same. Your action in this respect will not be challenged
by anyone or all of us.

5. You will be paid a fees of Rs.1.5 lakh for rendering the above services as
under:
Rs.1.5 lakhs on execution of this agreement

6. In the event if any dispute between the parties, We all hereby severally
and/or jointly agree that you will not be made party to any suit/proceedings
except as necessary or proforma party and no relief will be sought against you.

7. All the Vendors severally and jointly agree to pay you/reimburse you for any
costs, expenses that you incur or might incur on being impleaded as necessary
party or proforma party. Further, we all severally and/or jointly hereby
undertake to indemnify you for any loss, costs, expenses, damages etc., that you
suffer or incur or might suffer or incur as a consequence of or for reasons
associated with your holding the Documents in safe custody or returning or
passing on the Documents and that we shall severally and/or jointly pay you the
same forthwith on your first demand without demur.

8. In the event of any future instructions being unclear in your opinion, you
shall revert to both the parties to get the instructions clarified. Should the
lack of clarity persist, you will not carry out any such unclear instructions.
For such non performance, we hereby jointly and severally declare that you will
not be liable for any loss, damages or injury suffered by any or all of us in
relation to or as a consequences of your holding the Documents or returning or
passing on the Documents and also on your not parting with the Documents.

9. Besides, you are also entitled to a fee of Rs. 3,000 per day of holding the
Documents if you have to hold the same beyond the Completion Date due to any
order of the Court/Judicial/Quasi judicial body.

10. You are also entitled to exercise lien on the Documents till your
fees/charges etc., are paid in full.

9. All the instructions as aforesaid shall be given by the undersigned in
writing

The above instructions may be modified or revoked only by all the undersigned
advising you about the same and except as aforesaid these instructions are
irrevocable.

SCHEDULE 5
----------
PART I
Vendors Warranties
------------------

The Vendors represents and warrants to the Purchaser as follows:

1. The Company is a private company with limited liability duly incorporated
and existing under the laws of India and has the power and authority to
enter into this Agreement and to consummate the transactions contemplated
herein.

2. The execution and delivery of this agreement and performance of the
transactions contemplated herein have been duly and effectively authorised
to the extent required by applicable Laws. The Company and each of the
Vendors have the full legal capacity, rights, powers and authority, without
the consent of any other persons, to execute and deliver this Agreement,
and to carry out the transactions contemplated hereby.

3. Neither the execution, delivery nor performance of this agreement by the
Vendors nor the consummation of the transactions contemplated by this
Agreement will:

(i) Conflict with, or result in a breach, violation or default of any
provisions of the memorandum of association or Articles of Association
of the Company Purchaser; or

(ii) result, with or without the lapse of time, in a breach of any of the
terms or provisions of, or constitute a default under, any mortgage,
licence, permit, agreement or any other instrument affecting any
Vendor or by which any Vendor may be bound; or

(iii) violate any law, order, judgement, decree, statute, rules or
regulation applicable to Vendors, on order directionate of any
Governmental authority

(iv) restrict the ability of the Company to carry on its business, or

(v) violate, contravene, breach or conflict with any provision of or
constitute a default under, any other agreement or instrument to
which the Company and/or the Vendors are parties or by which they or
their property or assets may be bound.

4. The Vendors have not concealed any relevant and material fact or
information from the Purchaser, which materially and adversely affects the
business prospects.

5. The Vendors have all necessary permits, licences and governmental
authorisations required by it for the purpose of its Business under all
applicable laws and in particular all permissions and authorisations.

6. The authorised capital of the Company is 50,00,000 equity shares of the
face value of Rs 10 each and the issued and outstanding capital of the
Company is 2,00,000 equity shares with a face value of Rs.10 each. All the
shares of the Company have been duly authorised, validly issued and are
fully paid. None of the shares have been issued in violation of any
preemptive rights. There are no restrictions affecting the transferability
of any portion of the shares except as disclosed to the Purchaser. There
are no outstanding options, rights including pre-emption rights, warrants,
conversion rights or other agreements or commitments to which the Company
or any or all of the Vendors is/are a party or by which either is bound,
providing for the issuance of additional shares of the capital of the
Company or for any other adjustment, purchase or transfer affecting the
capital. There are no rights in or claims possessed by any person against
the Company, either now or at any future date and whether contingent or
not, to compel such an issuance, adjustment or transfer.

7. There are no mortgage, charge, pledge, lien or other form of security or
encumbrance on, over or affecting any of the issued share capital of the
Company nor is there any commitment to give or create any of the foregoing,
and no person has claimed to be entitled to any of the foregoing.

8. As of the date hereof, the Vendors are, and at the Completion Date shall
be, the legal and beneficial owners and they shall have good and
indefeasible title to all the shares agreed to be sold and transferred to
the Purchaser in terms of this Agreement free and clear of any liens,
encumbrances, security interests,

restrictive agreements, transfer restrictions, voting trust arrangements,
claims or imperfections of any nature whatsoever.

9. The assets of the Company have been insured in accordance with good
commercial practice. Such insurance policies are complete, correct and are
currently in full force and effect and nothing has been done or omitted to
be done which could make such insurance policies void or voidable and there
is no claim outstanding under any such policy.

10. The Company has filed or caused to be filed all necessary information,
notices, computations and returns including tax returns which ought to have
been made during the previous financial years to the relevant authorities
and has paid all the amounts assessed/directed by such authorities
including all taxes. All such information, notices, computations and
returns submitted to the relevant authorities are true and accurate and are
not the subject of any dispute nor are likely to become the subject of any
dispute with those authorities.

11. The Company has observed and performed all the terms and conditions on its
part to be observed and performed and fulfilled all of its commitments
under all of its contracts of material nature or involving substantial
financial outlay.

12. The Company has not taken any loan or advances or credit facilities from
any bank, institution or others for the business of the Company and has not
given any corporate guarantee or assurance for any such loans, advances or
credit facilities given to any other person except the loan availed by the
Company from Intel Pacific Inc. upon terms and conditions more particularly
set out in the Website Development Agreement entered into by the Company
with Intel Pacific Inc.

13. The Balance Sheet and Profit and Loss Account as at March 31, 1999
(including the notes on accounts and other papers forming part of the
Annual Accounts) and the unaudited provisional accounts as at November
19, 1999:-

(a) have been prepared in accordance with general accounting principles
applicable in India and gives a complete, accurate, true and fair view
of the state of affairs of the Company;

(b) contains either provisions adequate to cover, or full particulars in
notes, of all taxation (including deferred taxation) and other
liabilities (whether quantified, contingent or otherwise) of the
Company as at that date;

(c) are not affected by any unusual or non-recurring items or by any
contract or arrangement which is not of an arm's length nature.

All the accounts, books, ledgers, financial and other records, of
whatsoever kind of the Company are in its possession and give a true and
fair view of its financial position.

14. Since the date of the Provisional Balance Sheet as on November 19, 1999
the business of the Company has been carried on the ordinary course and
there has been no material adverse change in the assets and liabilities of
the Company.

15. The book debts and outstanding to the Company as shown in the aforesaid
Balance Sheets are good.

16. Except for the Company's right in software which cannot be transferred, the
Company has good and marketable title to all properties and assets as
disclosed in the said Balance Sheets. Except as aforesaid, all such
properties and assets are free and clear of mortgages, pledges, liens or
other encumbrances.

17. All accounts receivables of the Company are good and will be paid as when
they fall due and payable.

18. The Company has not, and until the date of this Agreement will not have,
liabilities or obligations of any nature, whether absolute, accrued,
contingent or other wise, matured or unmatured, other than those shown in
the aforesaid Balance Sheet except those which may be incurred in the
ordinary course of business after the date of this agreement.

19. There are no other employment contracts with (i) a contract period which
cannot be terminated with notice not longer than three months, and/or (ii)
a monthly remuneration amount exceeding Rs 500,000 and/or (iii) a severance
payment exceeding three monthly salaries. Number of employees of the
Company is restricted to 15 as per authenticated list furnished to the
Purchaser.

20. There are no outstanding liability of the Company in regard to provident
fund, pension fund or other employee welfare funds which are required to be
maintained by the Company under law, there are no other such funds
maintained by the Company.

21. Save and except for the arbitration proceedings in regard to shares
procured by the Company through the sub-broker Xxxxx Corporation (Vyaj
Badla Proceedings) wherein the loss, if any, to the Company is not likely
to exceed Rs 10,00,000/- (Rupees Ten Lacs only) there are no disputes,
litigation or arbitration proceedings, before any Court or other authority,
now pending or threatened by or against or affecting the Company or any of
its property or right. There are also nothing which is likely to give rise
to any such dispute, litigation or arbitration. Further, the Company is
not the subject of any investigation or inquiry by any governmental,
administrative or regulatory body nor is any such investigation or inquiry
threatened.

22. No corporate action nor any other steps have been taken or legal
proceedings been started or threatened against it for its winding-up,
dissolution, administration or reorganisation of the Company or for the
appointment of a receiver, administrator or similar officer of it or of any
or all or part of its assets or undertaking.

23 No activities of the Company infringe or are likely to infringe any
intellectual property rights of any third party and no claim of substantial
amount has been made against the Company in respect of any infringement.
All rights, title and interest in the Portal xxx.xxxxxxxxxx.xx.xx and the
--------------------
Domains listed in Schedule 3 to the Agreement exclusively and absolutely
vest in the Company and no other persons including any of the Vendors or
the employees of the Company have any right, title or interest in them.

24. The Company has not done anything in respect of which any product/service
liability of substantial amount claim is outstanding or has been made prior
to the date of this Agreement.

25. The Company is not a party to any agency or management agreement or to any
contract which restricts its freedom to carry on its business in any part
of the world in any manner as it thinks fit.

26. The Company is not in default involving substantial amount under any
agreement to which it is a party. The Company is not a party to any
agreement or other corporate restrictions which materially or adversely
affects the business, property or operation, present or proposed, or the
condition, financial or other wise of the Company.

27. The Company has not given any guarantee or warranty, or made any
representations, in respect of goods or services supplied or contracted to
be

supplied by it or accepted any liability or obligation that would apply
after any of these goods or services had been supplied by it.

28. Save and except the arrangement the Company has with X.X. Xxxx Consultants
Private Limited for certain services at a monthly fee of Rs 40,000 and
Netcore Solutions Private Limited neither the Company, the Vendors nor any
of its/their affiliates owns an equity interest in any corporation, firm or
other entity which is:

(a) A customer or lessee of the Company;

(b) A supplier or lessor of the Company;

29. Save and except the employment contract of three directors there are no
contracts- or agreements between the Company and any of its directors or
between the Company and any of the relatives of directors.

30. The register of members and other statutory books and registers of the
Company have been properly kept and contain an accurate and complete record
of the matters with which they should deal and no notice or allegation that
any of them is incorrect or should be rectified has been received or made.

31. The Company had no capital commitments outstanding at the Last Accounts
Date and the Company has not since then incurred or agreed to incur any
capital expenditure or commitments or dispose of any capital assets save
and in the normal and ordinary conduct of its business activities.

32. There are no liabilities (including contingent liabilities) which are
outstanding on the part of the Company other than those liabilities
disclosed in the Last Accounts or incurred, in the ordinary and proper
course of trading, since the Last Accounts Date.

33. There is no outstanding in respect of the Company in connection with any
guarantee, or agreement for indemnity or for suretyship given by, or for
the accommodation of the Company.

34. All returns, computations and payments which should be or should have been,
made by the Company for any Taxation purpose have been made within the
requisite periods and are upto-date, correct and on a proper basis.

35. The Company has duly deducted and accounted for all amounts which it has
been obliged to deduct in respect of Taxation including by deducing tax, as
required by law, from all payments made, or treated as made, to its
employees or former employees, agents etc.

36. The Company is not, nor will it become, liable to pay or make reimbursement
or indemnity in respect of any Taxation (or amounts corresponding thereto)
in consequence of the failure by any other person to discharge that
Taxation within any specified period or otherwise, where such Taxation
relates to a profit, income or gain, transaction, event, omission or
circumstance arising, occurring or deemed to arise or occur (whether wholly
or partly) on or prior to the date of this agreement.

37. The Company is not, nor has it agreed to become, a member of any joint
venture, consortium, partnership or other unincorporated association,
except in the case of xxxxxxxxxxxxxx.xxx and Xxxxxxxxxx.xxx .

38. There is no dispute with any revenue or other official department in
relation to the affairs of the Company, and there are no known facts which
may give rise to any such dispute.

39. There are no claims pending or threatened, or capable of arising, against
the Company, by an employee or xxxxxxx or third party, in respect of any
accident or injury, which are not fully covered by insurance.

40. The Company has conducted and is conducting its business in all respects in
accordance with all applicable laws and regulations.

41. No power of attorney outside the normal course of business given by the
Company is in force. There are no outstanding authorities (express or
implied) by which any person may enter into any contract or commitment to
do anything on behalf of the company.

42. The company is not nor will it with the lapse of time become in default in
respect of any obligation or restriction binding upon it.

43. The Company is not under any legal or moral liability or obligation or a
party to any ex-gratia arrangement or promise, to pay pensions, gratuities,
superannuation allowances or the like, or otherwise to provide `relevant
benefits' to or for any of its past or present officers or employees or
their dependents and there are no retirement benefit, or pension or death
benefit, or similar schemes or to which the company contributes except the
schemes approved by the authorities.

44. There are no other material facts or circumstances in relation to the
assets, business or financial condition or the company, which, if
disclosed, might reasonably have been expected to affect the decision of
the purchaser to enter into this agreement.

45. Until the completion date the Vendors for self and also on behalf of the
Company irrevocably undertake to ensure that -

(a) The Company shall not alter its Memorandum and Articles of Association
without the prior written consent of the Purchaser.

(b) The Company shall not issue any rights or bonus shares and debentures
without the prior written consent of the Purchaser.

(c) The Company will not give effect to a reduction of share capital or go
into liquidation and shall not sell, dispose off or alienate its assets to
a material extent and shall ensure that its assets are in good condition.

(d) Minute books, Books of accounts, Common Seal, Statutory Books and
records and other papers and documents of every nature and description are
properly and safely kept by the company.

(f) the Vendors shall exercise its rights as shareholders of the Company in
trust for the implementation of this Agreement and achieving the transfer
of the shares as per the terms of this Agreement

46. The Vendors undertakes to indemnify the Company and the Purchaser fully
against any loss, damages or other consequences which the Company and/or
the Purchaser may suffer or incur by any reason of any of the
representations warranties and declaration set out being incorrect in any
material particulars.

47. In the event of any further or other liabilities of any nature whatsoever,
including liabilities by way of excise duty, sales tax, income tax, customs
duty and

industrial and economic and corporate laws etc. and any penalties thereupon
arising or being discovered or in the event of the Company being required
to meet the contingent liabilities other than those disclosed in the
Balance sheet as at November 19, 1999 the Vendors undertakes to meet and
pay the same and to keep the Company and the Purchaser safe, harmless and
indemnified.

Part II
-------

Purchaser's Warranties
-----------------------

The Purchaser represents and warrants to the Vendors as follows:

1. The Purchaser is a limited liability company duly organised, validly
existing and in good standing, as applicable under the laws of India. It
is duly qualified and licenced to do business in each relevant
jurisdiction and has all requisite corporate power to carry on its business
as it is now being conducted.

2. The execution and delivery of this agreement and performance of the
transactions contemplated herein have been duly and effectively authorised
to the extent required by applicable Laws.

3. Neither the execution, delivery nor performance of this agreement by the
Purchaser nor the consummation of the transactions contemplated by this
agreement will:

(i) Conflict with, or result in a breach, violation or default of any
provisions of the Memorandum of Association or Articles of Association
of Purchaser; or

(iii) violate any law, order, judgement, decree, statute, rules or
regulation applicable to Purchaser

(iv) violate any order, writ, injunction, decree or judgement of any court
or governmental agencies of any Governmental authority

(v) violate, contravene, breach or conflict with any provision of and
constitute a default under, any other agreement or instrument to which
the Purchaser is a party or by which its property or assets may be
bound.

4. The Company has the full legal capacity, right, power and authority,
without the consent of any other persons, to execute and deliver this
Agreement, and to carry out the transactions contemplated hereby.

5. All acts, conditions and things required to be done, fulfilled and
performed including obtaining of all licenses, permits, approvals,
consents, exemptions and other actions required to be taken under all
applicable laws in order (a) to enable it to lawfully enter into, exercise
its rights under and perform and comply with the obligations expressed to
be assumed by it in this Agreement and (b) to ensure that the obligations
expressed to be assumed by it in this Agreement are legal, valid, binding
and enforceable in accordance with its terms have been duly and properly
taken.

6. The Purchaser is in full and complete compliance with all laws, rules and
regulations applicable to it. No claim, inquiry, investigation or other
proceedings have been or is threatened to be instituted against the
Purchaser for non-compliance with the above.

7. The Purchaser has not concealed any relevant and material fact or
information from Vendors which materially and adversely affects the
business prospects.

SCHEDULE 6
----------

Draft of the Resolution to be passed by IndiaWorld Communications Private
Limited

RESOLVED THAT:

(a) The directors do hereby note and acknowledge that the present shareholders
of the Company namely Mr. Xxxxxx Xxxx, Xx. X.X Xxxx Xx.Xxxxxx Xxxx, X.X Xxxx,
HUF, Xx. Xxxxx Xxxx and Xx. Xxxxxxx Xxxx have informally advised the Company
that they are in the process of selling and or transferring 49,000 equity shares
of Rs.10/- each held by them in the Company to Xxxxxx Infoway Limited and that
the Company should be made a party to the agreement to be made between the said
shareholders and the said Purchaser as and by way of acknowledging the Company
of the obligations to be discharged by the Company to complete the sale and
transfer of the said shares including as to the obligations of the Company for
registering the transfer of the said shares.

(b) The Company do hereby approve the execution of the said agreement on behalf
of the Company for the reasons aforesaid.

(c) Each of Mr. Xxxxxx Xxxx, Xx. X.X Xxxx and Xx. Xxxxxx Xxxx be and is
hereby severally authorised to sign, execute and deliver the Share Purchase
Agreement and do all such other acts, deeds and things as may be required
for the purpose.

RESOLVED FURTHER THAT:

(a) The transfer of the 49,000 shares by the following shareholders namely Mr.
Xxxxxx Xxxx, Xx. X.X Xxxx, Xx.Xxxxxx X.Xxxx, X.X Xxxx HUF, Xx. Xxxxx X.Xxxx, and
Xx. Xxxxxxx X.Xxxx to and in favour of Xxxxxx Infoway Limited be and is hereby
approved and that the share certificates bearing numbers mentioned hereinbelow:

--------------------------------------------------------------------------------------------
Sr. No. Shareholders No. of the shares comprised in Distinctive nos.
the share certificate
--------------------------------------------------------------------------------------------

1. Mr. Xxxxxx Xxxx 19500 150001-169500
--------------------------------------------------------------------------------------------
2. Xx. X.X Xxxx 7500 190001-197500
--------------------------------------------------------------------------------------------
3. Xx.Xxxxxx X.Xxxx 7500 24001-24500
1230001-130000
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------

4. X.X Xxxx HUF 5000 450001-50,000
--------------------------------------------------------------------------------------------
5. Xx. Xxxxx X.Xxxx 5000 50001-55000
--------------------------------------------------------------------------------------------
6. Xx.Xxxxxxx X.Xxxx 4500 85001-89500
--------------------------------------------------------------------------------------------

be and are hereby endorsed in the name of the aforesaid purchaser evidencing
registration of the transfer of the aforesaid shares by the Company.

(b) Each of Mr. Xxxxxx Xxxx, Xx X.X Xxxx and Xx.Xxxxxx X.Xxxx be and is hereby
authorised to endorse registration of the transfer of the aforesaid shares
in the name of the aforesaid purchaser and make entry thereof in each of
the aforesaid share certificates and return the share certificates to the
Escrow Agent for being delivered to the purchaser.

SCHEDULE 7
----------

Draft of the Resolution to be passed by Xxxxxx Infoway Limited

RESOLVED THAT:

(a) The approval of the directors be and is hereby accorded to the purchase of
49,000 Equity Shares of Rs. 10/- each of IndiaWorld Communication Private
Limited (the "Vendors") from the persons as mentioned herein below:

Sr. No. Name of vendor No. of the shares to be
purchased

at or for the price of Rs. ___/- and upon such other terms and conditions as may
be agreed for and on behalf of the Company by the authorised officials whose
names are mentioned herein below and the Vendors.

(b) The draft of the Share Purchase Agreement tabled at the meeting be and is
hereby approved for purchasing the 49,000 shares referred to above from the
aforesaid vendors with the liberty to the authorised officials mentioned
hereinbelow to agree to do such modifications and changes as may be considered
appropriate by them in consultation with the vendors.

(c) Each of Mr. ________________, ________________ and ________________ be and
is hereby severally authorised to finalise the purchase of the 49,000 shares as
aforesaid and on such other terms and conditions as may be finalised between
themselves (any of them acting severally) with the vendors and to sign, execute
and deliver the Share Purchase Agreement, the transfer deeds and to pay the
purchase price to the vendors including to pay the stamp duty for the purpose of
completing the same and to do such acts, deeds, and things as may be required
for the purpose.

SCHEDULE - 8

To,

Standard Chartered Bank,
00-00 Xxxxxxx Xxxxxx Xxxx,
Xxxxxx - 400 001.
Dear Sirs,

I am the owner of _____ Shares bearing numbers _________ to _________
comprised in Share Certificate No._____________deposited with you along with
the Transfer Deeds duly executed by me. I hereby authorise you to do all or any
of the following acts, deeds, matters and things in respect of the transfer of
Shares for me and on my behalf. I hereby ratify and confirm all acts, deeds,
matters and things done pursuant to the powers conferred herein.

1. to obtain the signature of the Purchaser in the Transfer Deed.

2. to arrange for affixing stamps and payment of stamp duty thereon;

3. to deliver the Transfer Deeds along with the Share Certificates to the
Company for registration of the Shares in the name of the Purchaser;

4. to receive the duly endorsed Share Certificates indicating the name of the
Purchaser as the Shareholder of the Company; and

5. to deliver the Share Certificates to the Purchaser.

SCHEDULE 9
----------

Standard Chartered Bank,
00-00 Xxxxxxx Xxxxxx Xxxx,
Xxxxxx - 400 001.

Dear Sir,

This is to certify that the following persons are the true absolute and lawful
owners of the Shares indicated against their names hereinbelow and the same are
duly recorded in the Register of Members.

--------------------------------------------------------------------------------------
Sr. Name of the Share Holders and No. of Distinctive Nos. Remarks
No. Address Shares To From
--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------
2 XXXXXX X. XXXX 20,000 150001-170000 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------
3 X.X. XXXX 7,500 190001-197500 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------
4 XXXXXX X. XXXX 7,500 24001-24500 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 123001-130000 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 000
000
--------------------------------------------------------------------------------------
5 X.X. XXXX HUF 5,000 45001-50000 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------
6 XXXXX X. XXXX 5,000 50001-55000 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------
7 XXXXXXX X. XXXX 5,000 85001-90000 Acting as
X-00 Xxxxxxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxxx Xxx Xxxx, Xxxxxx - 400
036
--------------------------------------------------------------------------------------
200,000
--------------------------------------------------------------------------------------

We certify that we have verified each of the Share Certificates along with the
relative Transfer Deeds and the same to have been duly and properly executed by
or on behalf of the abovenamed persons. We further certify that the aforesaid
Shares are free from any charge, pledge/mortgage or any other encumbrances
whatsoever and that no lien or charge has been noted or recorded by the Company
in respect of any of the aforesaid Shares and that the persons named above have
absolute right to sell, transfer, assign or deal with the aforesaid shares in
any manner whatsoever.

SCHEDULE - 10

Standard Chartered Bank,
00-00 Xxxxxxx Xxxxxx Xxxx,
Xxxxxx - 400 001.

Dear Sirs,

This is to inform you that the transfer of the below mentioned Shares held by
the persons whose names are mentioned hereinbelow have been approved by the
Board of Directors of the Company at their meeting held on _________________ .

--------------------------------------------------------------------------------------------
Sr. No. Name . No. of the shares comprised in Distinctive nos.
the share certificate
--------------------------------------------------------------------------------------------

1 Mr. Xxxxxx Xxxx 19500 150001-169500
--------------------------------------------------------------------------------------------
2. Xx. X.X Xxxx 7500 190001-197500
--------------------------------------------------------------------------------------------
3. Xxxxxx Xxxx 7500 24001-24500
1230001-130000
--------------------------------------------------------------------------------------------
4. Xx. X.X Xxxx HUF 5000 450001-50,000
--------------------------------------------------------------------------------------------
5. Xx. Xxxxx Xxxx 5000 50001-55000
--------------------------------------------------------------------------------------------
6 Xxxxxxx Xxxx 4500 85001-89500
--------------------------------------------------------------------------------------------

Accordingly, the Company hereby undertakes to register the transfer of the
aforesaid Shares and enter the name of the Purchaser in all the books and
records of the Company including the Register of Members and make entries
thereof in each of the Share Certificates and return the Share Certificates to
the Escrow Agent for being delivered to the Purchaser.

-------------------------------------
DATED THIS 29th DAY OF November, 1999
-------------------------------------

By and between

(1) MR. XXXXXX XXXX and Others
(2) XXXXXX INFOWAY LIMITED;
(3) MR. XXXXXX XXXX; and
(4) INDIAWORLD COMMUNICATIONS
PRIVATE LIMITED

----------------------------
SHARE PURCHASE AGREEMENT
----------------------------

----------------------------
XXXX & GIRISH & CO.
Advocates
0XX Xxxxx, Xxxxxx Xxxxxxxx,
00, Xxxxxxxx Xxxxx Road,
Marine Lines,
Mumbai -400 002.

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Table of Contents

EX-2.1 SHARE PURCHASE AGREEMENT

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