TERMINATION AND AMENDMENT AGREEMENT

Exhibit 99.1

TERMINATION AND AMENDMENT AGREEMENT

     This Termination and Amendment Agreement (this “Agreement”) is effective as of April 19, 2005 by and among Sify Limited, a company with limited liability formed under the laws of the Republic of India (“Sify”), Xxxxxx Computer Services Limited, a company with limited liability formed under the laws of the Republic of India (“SCS”), Venture Tech Solutions Pvt. Ltd., a company with limited liability formed under the laws of the Republic of India (“VentureTech”), and SAIF Investment Company Limited, a Mauritius corporation (“SAIF”).

Recitals

     A. Sify, SAIF, SCS and VentureTech are parties to an Investor Rights Agreement dated October 7, 2002 (the “Investor Rights Agreement”).

     B. Xxxx X. Xxxxxxxxxx, SAIF’s designee, has resigned from Sify’s Board of Directors effective April 19, 2005.

     C. SAIF desires to irrevocably terminate all of its rights and obligations pursuant to the Investor Rights Agreement.

     In consideration of the foregoing and for additional consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

Agreement

     1. All rights and obligations of SAIF pursuant to the Investor Rights Agreement are hereby irrevocably terminated. Without limiting the generality of the foregoing, it is expressly agreed that SAIF shall not have any right (a) to designate any persons for election or appointment to Sify’s Board of Directors pursuant to Section 7.3 of the Investor Rights Agreement, (b) to designate a replacement director pursuant to Section 7.4 of the Investor Rights, (c) to designate members of any committee of Sify’s Board of Directors pursuant to Section 7.5 of the Investor Rights Agreement, (d) to approve certain actions of Sify and its Board of Directors and/or stockholders pursuant to Section 7.10 of the Investor Rights Agreement or (e) to approve certain amendments to the charter documents of Sify pursuant to Section 7.11 of the Investor Rights Agreement; and that SAIF shall not have any obligations under Article II (Restrictions on Transfers of Shares) or Article III (Rights of First Offer, Tag-Along Rights and Drag Along Rights) of the Investor Rights Agreement.

     2. The termination of SAIF’s rights and obligations pursuant to the Investor Rights Agreement shall operate as an amendment of the Investor Rights Agreement as contemplated by Section 9.5(b) thereof.

     3. Except as expressly set forth in this Agreement, the provisions of the Investor Rights Agreement shall continue in full force and effect.

(Signature page follows)

     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Termination and Amendment Agreement as of the date first written above.

	SAIF INVESTMENT COMPANY LIMITED
	By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxxx
		Title:	Director

	SIFY LIMITED
	By:	/s/ X. Xxxxxxx
		Name:	X. Xxxxxxx
		Title:	MD and CEO

	XXXXXX COMPUTER SERVICES LIMITED
	By:	/s/ B. Rama Raju
		Name:	B. Rama Raju
		Title:	Managing Director

	VENTURE TECH SOLUTIONS PVT. LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Director