BUSINESS TRANSFER AGREEMENT

This BUSINESS TRANSFER AGREEMENT ("Agreement") dated 1st March 2002 is made by and between Satyam Computer Services Limited ("Purchaser") with its Registered Office at Mayfair Center, S. P. Road, Secunderabad - 500003 and Satyam Infoway Limited, with its Registered Office at Mayfair Center, S. P. Road, Secunderabad-500003 ("Seller", which expression includes its Subsidiaries).

Recitals

A.       Seller is an internet service provider registered in India which is inter alia, engaged in offering software services/solutions to business to business (B2B), e-commerce and website development as more particularly defined in Appendix A ("Software Services Division Business").

B.        Purchaser is a SEI CMM Level V company, having a wide repertoire of information technology services including but not limited to computer programming, software/development/ customization/ installation/ maintenance with expertise in provision of computer software, CAD/CAM/ CAE, supply chain management, ERP, e-commerce etc.

C.        Seller is the subsidiary of Purchaser and as part of its restructuring process desires to dispose of its Software Services Division Business.

D.       Purchaser desires to acquire from Seller and Seller desires to sell and transfer to the Purchaser, the Software Services Division Business as an undertaking, together with all specified tangible and intangible assets, liabilities and receivables relating thereto including licenses, contracts, personnel and other assets, together with Seller's intellectual property rights pertaining thereto on and subject to the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the recitals above, and the mutual covenants contained in this Agreement, and intending to be legally bound, Purchaser and Seller agree as follows:

ARTICLE I
General Provisions

1.1       Definitions. Appendix A to this Agreement sets forth the definitions of certain terms used in this Agreement.

1.2       Other Definitions and Meanings; Interpretation. For purposes of this Agreement, the term "Party" means (except where the context otherwise requires) Purchaser or Seller; the term "Parties" means (except where the context otherwise requires) Purchaser and Seller together; the term "person" includes any natural person, firm, association, partnership, corporation, governmental agency, or other entity other than the parties; and the words "hereof", "herein", "hereby" and other words of similar import refer to this Agreement as a whole. The headings of the Articles and Sections of this Agreement have been included for convenience of reference only and shall not be deemed to affect the meaning of the operative provisions of this Agreement.

详细内容见附件