Sample Business Contracts

Shareholders Joint Venture Agreement - Communications Ventures India Pvt. Ltd. and Fusion Telecommunications International Inc.

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This Agreement is made on this the 11th day of March 2000 between:

1.       Communications  Ventures  India  Pvt.  Ltd.,  a Company  organized  and
         existing  under the laws of India and having its  registered  office at
         B-115,  Sarvodya  Enclave,  New Delhi - 110 017,  India  (the  "HOLDING

2.       and  Fusion   Telecommunications   International  Inc.  a,  corporation
         organized and existing  under the laws of the State of Delaware,  U.S.A
         and having its offices at 15 Exchange Place, Suite 530, Jersey City, NJ
         07302, U.S.A. ("FUSION").


         A.       Estel  Communication  Private Limited, a Company organized and
                  existing  under the laws of India and  having  its  registered
                  office at B-115,  Sarvodya  Enclave,  New Delhi - 110017  (the
                  ESTEL")  is a  wholly  owned  and  subsidiary  of the  HOLDING

         B.       ESTEL  has been  granted  by the  Ministry  of  Communications
                  Government  of India,  a licence No.  820-184/99-LR  dated 9th
                  June 1999 (the "Licence") to set up,  establish and operate an
                  ISP operation including Earth Stations and Gateways as set out
                  in the Licence.

         C.       FUSION is engaged, inter alia, in the business of provision of
                  independent   facilities  based  internet  services  including
                  establishment and operation of earth stations and gateways.

         D.       Parties have agreed to collaborate and to the participation of
                  FUSION  in  ESTEL  with a view to  emerging  as a  competitive
                  access and internet service provider in India.


         E.       Pursuant to the  foregoing  the Parties  wish to record  their
                  agreement  upon which ESTEL shall be managed and operated as a
                  jointly  owned company and the Parties  relationship  therein;
                  and matters incidental thereto.


1.1      As used in this Agreement the following terms shall have the respective
         meanings set forth below:

         (a)      "Affiliate" of a Party shall mean a person which

                  (i)      owns or controls a Party (directly or indirectly)

                  (ii)     which is owned or controlled by a Party  (directly or

         (b)      "Acquisition    Project"   means   acquisition   of   business
                  undertaking  owned  by any  Person  and  engaged  in  business
                  similar  to  that  which  ESTEL  is  authorized  to  undertake
                  pursuant  hereto or which the parties may  otherwise  agree in

         (c)      "Audited  Accounts"  mean  the  auditors  report  and  audited
                  accounts of ESTEL for any financial year of ESTEL.

         (d)      "Auditor'  means  such firm of  Chartered  Accountants  as are
                  appointed statutory auditors of ESTEL for the time being.

         (e)      "Board" means the board of Directors of ESTEL.

         (f)      "Budget"  means  the  annual  operating  budget  of  ESTEL  as
                  approved and/or modified from time to time by the Board.


         (g)      "Control"  shall  mean the  power to elect a  majority  of the
                  Board of  Directors  (or  governing  body) of a person  or the
                  direct or  indirect  ownership  of more  than half in  nominal
                  value of its voting or equity share capital.

         (h)      "Directors"  means the  directors  of ESTEL for the time being
                  and shall include their duly appointed alternates.

         (i)      "DOT" means  Department of  Telecommunications,  Government of

         (j)      "Encumbrance" means any mortgage, charge, lien, hypothecation,
                  pledge, or any other security interest or encumbrance.

         (k)      "Equity  Capital"  means the issued  and paid up equity  share
                  capital of ESTEL.

         (l)      "FIPB"  means the Foreign  Investment  promotion  Board of the
                  Government of India ("GOI").

         (m)      "Fair market  Value" means in relation to any Shares of ESTEL,
                  the fair market value  thereof  certified  by the  Independent
                  Valuer (acting as expert and not  arbitrator) on the following
                  assumptions and basis:

                  (i)      that such Shares are the  subject of an arm's  length
                           sale between a willing  vendor under no compulsion to
                           sell and a willing  purchaser  under no compulsion to
                           buy, each with full  knowledge of all relevant  facts
                           and on the footing  that the control of ESTEL is with
                           the vendor;

                  (ii)     that ESTEL shall at the time of such certification be
                           carrying  on  business  as a going  concern  and will
                           continue to do so; and

                  (iii)    that the  available  shares are  capable of  transfer
                           without restriction;


                           If any difficulty  shall arise in applying any of the
                           foregoing  assumptions or basis then such  difficulty
                           shall be resolved by the  Independent  Valuer in such
                           manner as it may in its absolute discretion deem fit.

         (n)      "Shares" mean the equity shares in the Equity Capital of ESTEL

         (o)      "System"  shall mean ISP Network for the licence  granted,  as
                  described in recital (B) above.

1.2      Construction of certain references

         Except as the context otherwise requires,  references in this Agreement

         (i)      any document on terms  mutually  agreed shall be to a document
                  in writing in the terms agreed between the Parties thereto and
                  signed  by them or on their  behalf by their  duly  authorised

         (ii)     information  means books,  records or other information in any
                  form  including  in  writing on paper,  electronically  stored
                  data, magnetic media, film and microfilm;

         (iii)    "this  Agreement"  shall be to this  Agreement as from time to
                  time  amended,  modified or  superseded  and shall include its

         (iv)     a "Clause" or "Schedule" shall, unless otherwise stated, be to
                  a Clause or (as the case may be) Schedule of this Agreement.

         (v)      a time of day shall be to Indian time;

         (vi)     the words  denoting  singular  shall  include  plural and vice
                  versa, and words denoting natural persons shall include firms,
                  partnerships,   companies  and  other  bodies   corporate  and
                  entities (whether or not having a separate legal entity);


         (vii)    any  agreement,  consent,  approval,  authorisation,   notice,
                  communication  or  information  required  under or pursuant to
                  this Agreement from or by any Party to the other of them shall
                  be valid and effectual  only if it is in writing and under the
                  hands of duly authorised  representative of such Party and not
                  otherwise; and

         (viii)   any  reference  to a  statute  or  statutory  provision  shall
                  include  such  statute  or  provision  as is from time to time
                  modified  or  re-enacted  or   consolidated  so  far  as  such
                  modification or re-enactment  or  consolidation  applies or is
                  capable of applying to any transaction  entered into hereunder
                  or pursuant hereto.

         (ix)     Headings are for  convenience  of reference  only and shall be
                  ignored  in  the  construction  or   interpretation   of  this


2.1      At the date hereof the authorised share capital of ESTEL is Rs.1,00,000
         divided into 10,000  shares of 10 Rupees each,  of which the 20 Founder
         Shares have been subscribed as under:

         1.       Mr. Raj Hajela       10 shares

         2.       Mrs. Suman Hajela    10 shares


         Upon  closing  each Party shall  subscribe up to a maximum of number of
         shares  in  ESTEL  in cash  indicated  in the  table  below so that the
         percentage   shareholding  in  ESTEL  upon  such   subscription  is  as


         Authorised Capital                                        Rs.60,000,000

         Paidup Capital                                            Rs.56,941,170

         Indian Holding Company       -     51%
         2,904,000 shares of Rs.10 each            Rs.29,040,000

o        Foreign Promoter (FUSION)    -     49%
         2,790,117 shares of Rs.10 each            Rs.27,901,170
         Share Premium     (WILL GO TO GENERAL     Rs.88,258,830
         Fusion's Contribution                     Rs.116,160,000
         Total Shareholder's Fund                                 Rs.145,200,000

2.2      FUSION  will give an  interest  free loan of US Dollar  one  million to
         ESTEL and the same will be converted  into Equity Capital of ESTEL at a
         future date when the  capital of the Company is enhanced  and FUSION is
         called upto pay their 49% pro-rata  contribution of Equity; this Clause
         2.2 requires further approval of FUSION.

2.3      Each Party may seek third  Party  financing  for its  required  capital
         contributions   provided  that  the  Party  retains  "control"  of  the
         financing vehicle.

2.4      ESTEL shall have an authorised  Share  Capital of Rs.60  millions and a
         fully paid up share capital of Rs.56,941,170.


         Memorandum & Articles of  Association  of the ESTEL is currently in the
         form shown in Appendix-2 and the Parties shall procure that the same be
         amended as soon as possible  after the date hereof to reflect the terms
         and  provisions  of this  Agreement  to the  extent  permissible  under
         applicable  Indian law. In the event of any conflict  between the terms
         of this  Agreement and the memorandum & Articles of  Association,  then
         the terms of this Agreement shall prevail as between the Parties and be
         binding on them.



4.1      ESTEL shall be managed by a Board of Directors  appointed in accordance
         with this Clause,  read with Section 255 and 260 of the Companies  Act.
         The Board shall be  responsible  for the overall policy and the conduct
         of the business,  affairs and  operations of ESTEL except to the extent
         that  applicable   law,  the  Articles  and  this  Agreement   allocate
         responsibility  over any  particular  matter to any of its  members  or
         officers or  otherwise.  The Board shall be entitled to delegate any of
         its powers and  functions to such of its  committees or directors or to
         such  officers of ESTEL as may be deemed  appropriate  by the Board but
         subject  always to applicable  laws and  regulations,  the Articles and
         this  Agreement.  The number of Directors  including the Chairman shall
         not exceed 9 and shall not be less than 3.

4.2(a)   HOLDING COMPANY shall be entitled to nominate the Chairman of the Board
         and in  addition 3 (three)  Directors  for a total of four (4).  FUSION
         shall be entitled to nominate four (4) Directors on the Board. No Party
         other than HOLDING COMPANY and FUSION shall be entitled to nominate the
         Directors on the Board unless their shareholding exceeds 15%. The Board
         shall be entitled to appoint  Additional  Directors in accordance  with
         Section 260 of the Companies Act; provided that the respective votes of
         the Directors  appointed by each Party shall be in the same percentages
         as that contemplated by the first sentence of this paragraph. Directors
         need not be citizens or residents of India.

(b)      Unless otherwise  mutually agreed by the Parties and so long as HOLDING
         COMANY and FUSION are Shareholders each together with its Affiliate and
         Investor  Affiliates holding not less than 15% of the issued and paidup
         Equity Capital of ESTEL;

         (i)      each of them,  shall be entitled  to appoint one  non-retiring
                  Director  each with  right to remove  and  replace or fill any
                  vacancy howsoever caused in their office by a communication in
                  writing to ESTEL;


         (ii)     HOLDING COMANY and FUSION shall have the representation on the
                  Board in equal proportion.

(c)      In the event either of HOLDING COMPANY or FUSION ceasing to hold 15% or
         more of the issued and paidup Equity  Capital of ESTEL,  representation
         of HOLDING COMANY and FUSION on the Board shall,  subject to provisions
         of  Sub-Clause  (d) below be in proportion  to their  respective  share
         holding in the issued and paidup Equity Capital.

(d)      For the purposes of this  Agreement the Share holding of HOLDING COMANY
         or  FUSION  as  the  case  may  be  shall  mean  the  aggregate  direct
         shareholding  of HOLDING COMANY or FUSION,  as the case may be together
         with the Share holding of its Affiliates and Investor Affiliate.

(e)      In the event fractional entitlement under Sub-Clause (d) above if it is
         equal to or more than 0.5 (zero  point  five) it shall be rounded up to
         the nearest whole and if it is less than 0.5 (zero point five) it shall
         be rounded down to the nearest whole.

(f)      The Chairman shall be ex-officio  Chairman of general meetings of ESTEL
         in accordance with applicable provisions of the Act and the Articles of
         Association.  At all Board meetings if the Chairman be present he shall
         preside,  and in his absence the Managing  Director shall be elected as
         Chairman for that  meeting and shall  preside and in the absence of the
         Managing  Director,  the Board may  elect one of  themselves  to be the
         Chairman for that meeting.

4.3      Subject to the  provision of Clause 5 all  decisions of the Board shall
         be by majority vote.



(a)      HOLDING COMPANY shall be entitled to nominate the Managing  Director of
         ESTEL (the "MD") who shall be the Chief Executive  Officer of ESTEL and
         be  delegated  with such  powers of day-to day  running of ESTEL as the
         Board  may from  time to time  specify.  FUSION  shall be  entitled  to
         nominate the Deputy Managing  Director and the Chief Financial  Officer
         of ESTEL,  who may at the option of FUSION be residents  of India.  The
         terms of  employment  of all such  appointees  shall be  determined  by
         mutual agreement of the HOLDING COMPANY and FUSION.

(b)      Senior  Managers and other direct  reports of the MD in ESTEL  ("Senior
         Managers") shall be selected by the Executive Committee out of panel of
         names proposed by the MD (minimum three) for each position.

(c)      The MD shall be delegated by the Board  adequate power and authority to
         undertake, conduct and carryon the day to day management,  business and
         affairs  of ESTEL  and  shall  report to and  function  subject  to the
         supervision,  direction  and control of the Board.  The  Parties  shall
         procure  that  the  Board  delegates  appropriate  powers  to the MD to
         discharge his functions and duties.

(d)      Senior Managers selected by the Executive  Committee shall be appointed
         by the MD and  shall  report  to him.  MD shall  assign  to the  Senior
         Managers their duties and functions.

4.5      The Secretary

(a)      ESTEL  shall have a  Secretary  as defined in the  Companies  Act.  The
         Executive Committee shall select the Secretary and recommend him to the
         Board for appointment.  The Board may appoint the person so recommended
         as Secretary, if found suitable by it.


(b)      The  responsibilities  of the Secretary  shall include  compliances and
         filings  in  accordance  with  the  Companies  Act and  maintenance  of
         statutory records as required by the Companies Act.

(c)      If any Party is not satisfied with the performance of the Secretary, it
         shall be entitled  to require  his  removal.  On such  requisition  the
         Parties shall cause their respective  nominees on the Board to vote and
         remove the  Secretary  from his office.  In the event of such  removal,
         such person's  replacement  shall be appointed in  accordance  with the
         procedure set out herein.

4.6      Nominee Director

(a)      The right of nomination  conferred on a Party  hereunder  shall include
         the right to  require  the other  Party to  procure  that the Board and
         ESTEL  shall  remove at any time and from time to time from office such
         person  nominated  by that  Party as a  Director  and the right of that
         Party at any time and from time to time to determine  the period during
         which such person shall hold the office of Director.

(b)      Whenever a person ceases to be a Director or any vacancy shall occur in
         his office for any reason  whatsoever,  the Party who had nominated him
         shall be entitled to nominate  forthwith another person for appointment
         as  Director in the vacancy so caused.  The Parties  shall  procure the
         appointment of such nominee as a Director.

4.7      Alternate Director

(a)      Alternate  Directors  to be  appointed  for any nominee  Director  (the
         "Original  Director")  of each Party shall be persons  proposed by such
         Party  only  and on such  nomination  the  Parties  shall  cause  their
         respective nominee Directors to vote for and cause the Board to appoint
         him as alternate  Director for such Original  Director.  Such alternate
         Director  shall be  entitled  while  holding  office as such to receive
         notices of meetings of the Board or any committee of the Board to which
         such  Director has been  appointed and to attend and vote as a Director
         at any such  meetings of the Board or subject to  provisions  of Clause
         4.10 at


         any such  committee at which the  Original  Director is not present and
         generally to exercise all the powers,  rights,  duties and  authorities
         and to perform all functions of the Original Director.

4.8      Sitting Fees

         ESTEL may pay such sitting fees to Directors, not exceeding the maximum
         permissible under the Companies Act, as may be determined by the Board.
         In addition to or in  substitution  of the sitting fee Directors may be
         paid  commission  not  exceeding  the  maximum  permissible  under  the
         Companies Act. A Director shall in addition be entitled to receive such
         remuneration for services performed for ESTEL not exceeding the maximum
         permissible under the Companies Act.

4.9      Board Meetings and Resolutions

(a)      The Board  shall meet at such time or times and at such place or places
         as it may deem  appropriate  provided at least one meeting of the Board
         shall be held in each quarter.

(b)      The Secretary  shall as and when directed by the Chairman and/or the MD
         or any  Director  call a meeting of the Board.  Any  Director  may also
         request the  Chairman  to call a meeting of the Board.  Notice of every
         Board meeting whether first convened or adjourned shall be sent to each
         Director  and his  alternate so as to be received  ordinarily  not less
         than 7 (seven)  days before the day such  meeting is  scheduled to take
         place unless such notice is waived.

(c)      Except in emergent  cases,  (i) at least 7 (seven) days' written notice
         shall be given to all Directors for convening a Board meeting; and (ii)
         such  notice  shall be  accompanied  by an agenda of the  matters to be
         discussed.  In the event the Chairman,  the MD or any Director  (acting
         reasonably  and in good  faith)  deems that  circumstances  exist which
         require a meeting to be convened at shorter notice, the Chairman on his
         own or at the request of such  director  direct the Secretary to call a
         meeting of the Board as aforesaid at shorter notice.


(d)      Subject  to the  provisions  of  the  Companies  Act  and  Clause  5, a
         resolution  signed by a majority  of the  Directors  for the time being
         shall be valid  and  effectual  as if it is a  resolution  passed  at a
         meeting of the Board of  Directors  duly  convened  and held.  Any such
         resolution  may be  contained  in a single  document  or may consist of
         several  documents,  all in like form.  For the purposes of this Clause
         "in writing" and "signed" shall include approval by facsimile.

4.10     Executive Committee

(a)      The Board shall constitute a 2 (two) member Executive  Committee of the
         Board comprising of one nominee Director each of the HOLDING COMANY and
         FUSION.  It is agreed that  normally  no  alternate  Director  shall be
         permitted to participate in Executive  Committee  Meetings.  However in
         unavoidable   circumstances  alternate  Directors  may  be  allowed  to
         participate  in place of  original  Directors  with the  consent of the

(b)      The  Chairman of the  Executive  Committee  will be on annual  rotation
         basis i.e. for first year HOLDING COMPANY nominee shall be the Chairman
         of the Executive  Committee and for following year FUSION nominee shall
         be its Chairman and so on. Any member of the  Executive  Committee  can
         request the Chairman of the Executive Committee to convene a meeting of
         Executive  Committee and the Chairman of the Executive  Committee shall
         promptly  convene a meeting but not later than 7 (seven)  business days
         of receipt of such request.

(c)      The   Executive   Committee   shall  be  generally   responsible   for,
         finalisation   of  business  plans  and  annual   budgets,   review  of
         operations,  review  of  performance  of  personnel  and  HRD  matters,
         approval of general  meeting  notices etc. It shall also be responsible
         for approval of appointment of the Secretary,  Head (Operations),  Head
         (Marketing) and of such by disciplines (by whatever name called) as the
         Parties may deem appropriate.


(d)      All matters to be put up to the Board and  specified in Clauses 5.2 and
         5.3  shall in the first  instance  be put up for  consideration  of the
         Executive Committee.  The Executive Committee shall also act as a forum
         for  inter-action  and  resolving  all  matters  inter se  between  the

(e)      All decisions of the Executive Committee shall be by unanimous vote. In
         the absence of  unanimity  in respect of any matter,  the same shall be
         referred to the Board for its decision.

(f)      The  Chairman of the  Executive  Committee  shall be entitled to invite
         such of the Senior Managers of ESTEL as he may determine.

4.11     Annual Budgets And Business Plans

         During each Financial  Year, the Board shall adopt an annual Budget for
         the next  Financial Year and a Business Plan for the succeeding two (2)
         Financial  Years.  Each such annual  Budget and Business  Plan shall be
         prepared under the direction and supervision of the MD and submitted to
         the  Executive  Committee  for its  consideration.  upon  the  approval
         thereof by the  Executive  Committee  or in the event of there being no
         unanimity at the Executive Committee in respect thereof, the same shall
         be submitted to the Board for its approval at least one (1) month prior
         to the end of each Financial Year.

4.12     ESTEL shall not, under any circumstances, purport to oblige director(s)
         of ESTEL to  guarantee  and/or  indemnify  any loan or other  financial
         facility of ESTEL which ESTEL seeks to obtain.



5.1      The following  decisions of ESTEL shall require an affirmative  vote of
         shareholders holding not less than 75% equity in aggregate of the share
         capital  of  ESTEL at a  meeting  at  which a  quorum  of  shareholders
         representing at least 75% of the shares of ESTEL and representatives of
         HOLDING COMPANY and FUSION are present:-

         (a)      Amendments  to  the  Memorandum  &  Articles  of  Associations
                  (including  the issue of any new  classes  of shares or rights
                  attaching to shares).

         (b)      Winding up or dissolution of ESTEL

         (c)      Merger or amalgamation or reorganisation of ESTEL

         (d)      Any  change  in the  authorised  share  capital  of  ESTEL  or
                  preferential issue of Shares to any party or person.

5.2      Without  prejudice to the specific powers which may be delegated by the
         Board to the following  decisions of ESTEL (the "Policy Matters") shall
         not be taken unless supported by an Affirmative vote of at least 1(one)
         nominee  Director  of HOLDING  COMPANY and 1(one)  nominee  Director of

         (i)      Any change or modification in the rights of the Shareholders;

         (ii)     Any amendment to the Memorandum and/or Articles of Association
                  of ESTEL;

         (iii)    Any increase in authorized or issued Share capital of ESTEL;


         (iv)     Any  consolidation  of or  reduction  in the Share  capital of
                  ESTEL or creation of new classes of shares,  whether voting or

         (v)      Any issue of debentures, bonds or other instrument convertible
                  into equity Shares by ESTEL;

         (vi)     Any proposal for placing of ESTEL in voluntary  dissolution or
                  winding up;

         (vii)    Any  proposal  for  amalgamation  or merger of ESTEL  with any
                  other company;

         (viii)   Any sale,  lease or transfer of the whole or substantial  part
                  of the Undertaking or assets of ESTEL;

         (ix)     the giving of any guarantee,  indemnity or security in respect
                  of the  obligations  of any  third  party  other  than for the
                  business of ESTEL;

         (x)      taking of any loan or other borrowing carrying right or option
                  to  convert  whole or any part  thereof  or  accrued  interest
                  thereon  into  shares  of ESTEL or  conversion  of any debt or
                  obligation of ESTEL into shares of ESTEL;

         (xi)     Any diversification or establishment of any subsidiary;

         (xii)    Investments  in shares or securities of or loans or guarantees
                  to other  firms,  companies  and  bodies  corporate  and other
                  entities excluding guarantees to Governmental  authorities for
                  tax/levy purposes or for the business of ESTEL;

         (xiii)   the  entering  into of any  profit  sharing,  share  option or
                  similar  other  scheme  for the  benefit  of the  officers  or
                  employees  of  ESTEL  or any  material  variation  of any such

         (xiv)    Grant of any option  over any  shares in the share  capital of

         (xv)     Entering  into of any Contract  with a Party or Affiliate of a


         (xvi)    the entering into, termination or variation of any contract or
                  arrangement  (whether  legally binding or not) by ESTEL with a
                  Party or any company which is a Affiliate of any Party;

         (xvii)   Agreements  or  material  transactions  between  ESTEL and any
                  Director  or  shareholder  of  ESTEL or an  Affiliate  of such
                  shareholder  or any  service  contracts  with any Party or its
                  Affiliate(s)  for  provision  of  any  service  or  management
                  support or consultancy to ESTEL;

         (xviii)  Creation of any  Encumbrance  on the assets or  Undertaking of
                  ESTEL in favour of any person  other than banks and  financial
                  institutions lending moneys for the business of ESTEL;

         (xix)    any  material  change in the  nature of  ESTEL's  business  as
                  carried on from time to time by ESTEL;

         (xx)     Change in the name of ESTEL;

         (xxi)    Sale or any disposition  surrender or licensing or acquisition
                  (whether by purchase or licence) of any trade mark(s) or brand

         (xxii)   appointing any Committee of Directors for any purpose;

         (xxiii)  Delegation by the Board of power to any Committee of the Board
                  or to any person in respect of any matter  falling  within the
                  scope of Clause 5.2.

         (xxiv)   The  making of  appropriations  out of profits  including  the
                  distribution of dividends of ESTEL.


         (xxv)    The acquisition by ESTEL of more than 20% of the share capital
                  of any OTHER company.

         (xxvi)   Entering into any joint venture or partnership by ESTEL.

         (xxvii)  The providing of loan  facilities  or financial  guarantees to
                  other companies.

         (xxviii) Any material change in ESTEL's business.

         (xxix)   Induction of any new partner into ESTEL.

         (xxx)    Any  grant  of any  general  increase  in  rates of pay or any
                  increase in total  compensation  (including  bonuses) or other
                  remuneration to the Management staff of ESTEL .

5.3      No  action or  decision  in  respect  of any of the  following  matters
         ("Special  Matters")  shall be valid and  effective  unless  part of or
         contemplated  by an annual  Budget or  Business  Plan or  approved by a
         resolution  passed by the Board or any Committee thereof by majority of
         the entire Board or Committee.

         (i)      entering  into of any material  contract  (over a value of US$
                  150,000 or equivalent sum Indian Rupees)  outside the ordinary
                  course of its business;

         (ii)     the  incurring of any material  expenditure  or liability of a
                  capital or operating nature exceeding in aggregate US$_150,000
                  or equivalent  sum in Indian Rupees  outside the annual Budget
                  (including for this purpose the acquisition of any asset under
                  lease or hire purchase);


         (iii)    Borrowings  and  creation  of charge on the assets of ESTEL in
                  favour of lenders;

         (iv)     Any  proposal to confess any  judgment of a value in excess of
                  US$_150,000 or equivalent sum in Indian Rupees against ESTEL;

         (v)      approval of transfer of shares.

         (vi)     consenting  to the  assignment  of, or the granting of options
                  over any debentures or other  securities  (other shares in the
                  capital) of ESTEL;

         (vii)    any  delegation  by  the  Board  of any  of  its  powers  to a
                  committee of the Board or to any other person  whatsoever save
                  except as otherwise expressly provided in this Agreement;

         (viii)   Approval of annual budgets and business plans;

         (ix)     commencement of any material (US$ 150,000 or equivalent sum in
                  Indian  Rupees) legal or arbitration  proceedings  (other than
                  routine debt  collection or claims of ESTEL against any vendor
                  or purchaser of goods from ESTEL);

         (x)      remuneration and terms of employment of Senior Managers.

5.4      In the event that any resolution  proposed at a meeting of the Board or
         any Committee thereof is not passed as a result of the operation of the
         provisions  of Clause  5.2,  the matter  shall be  referred to ESTEL in
         general meting and if passed as a special resolution, the same shall be
         binding  and  effective   notwithstanding   anything  to  the  contrary
         contained herein.

5.5      Resolution by Circulation

         Except as otherwise  required by this Agreement,  the Articles,  or the
         Companies Act, all  resolutions  and decisions of Directors shall be by
         vote of a majority of the Directors at a duly convened meeting may also
         be taken by a resolution by circulation signed by all or a


         majority of the  Directors.  Subject to the  provisions  of Clause 5.4,
         Policy  Matters set forth in Clause 5.2 above can be  approved  only by
         the Board with the  affirmative  vote of at least one nominee  Director
         each of HOLDING COMANY and FUSION. No Director shall have a second or a
         casting vote.

6.       Any Party may if it so  desires  waive in part or in whole its right to
         nominate  a Director  on the Board and the Board  shall be deemed to be
         properly constituted notwithstanding such non-nominations.

7.       No business shall be transacted at any Board meeting unless a quorum is
         present at the meeting.  In the first  instance the quorum for meetings
         of the Board  shall be at least one  third of the  Board  including  at
         least one Director  each  nominated by the Parties  hereto.  A Director
         represented  by his  alternate  shall be deemed to be  present  for the
         purpose of  determining  quorum.  If within  half an hour from the time
         appointed  for a meeting  a quorum as  aforesaid  is not  present,  the
         meeting  shall stand  adjourned to the same day in the next week at the
         same time and place or to such  other  later day and at such other time
         and place as the Directors may determine.  If at such adjourned meeting
         also, a quorum is not present,  the meeting  shall stand  adjourned for
         further  half an hour and if the  quorum  as  aforesaid  is  still  not
         present but the Directors  present are at least one third of the Board,
         they shall constitute a quorum Provided however,  no matter referred to
         in Clause 5.2 shall be  considered  at such  adjourned  meeting and the
         business  at such  adjourned  meeting  shall  be  confined  only to the
         remaining  items as  specified  in the agenda for such  meeting  and no
         matter not forming part of the agenda  circulated for the meeting shall
         be considered at such adjourned Board meeting.



8.1      In the event of any issue of share capital  consequent upon an increase
         of the authorised  share capital of ESTEL the Board of Directors  shall
         notify  HOLDING  COMPANY  and FUSION in writing and they shall have the
         right  to  subscribe  to the new  shares  in the  proportion  of  their
         respective  shareholdings in ESTEL provided however that if one Parties
         not exercise its right to subscribe  for further share capital then the
         other  Party  will have the right to  subscribe  for the  shortfall  in
         accordance with Clause 8.3 below.

8.2.     Rights Issue

         Subject to the provisions of Clause 8.3:

         8.2.1    In case of a  Rights  Issue  of  Shares  ("Rights  Issue")  in
                  accordance  with this  Agreement,  ESTEL shall offer Shares in
                  Rights   Issue  (the   "Rights   Shares")   to  the   existing
                  shareholders  in proportion to their existing share holding in
                  ESTEL. A Party shall be entitled to subscribe either itself to
                  its  entitlement of such Rights shares or to renounce in favor
                  of its affiliates or Investor Affiliate as defined hereinafter
                  (who  agree  to be  bound  in  writing  by the  terms  of this
                  Agreement)  or to any of the other Parties to subscribe to its
                  entitlement of such Rights Shares.

         8.2.2    If a Party  desires to get its  entitlement  of Rights  Shares
                  (the "non-subscribing party") funded, it may renounce in favor
                  of any  Banks,  mutual  funds  and any other  financiers  (the
                  "Investor  Affiliate")  to  subscribe  to its  entitlement  of
                  Rights Shares (the "Loan  Shares")  provided (i) such Investor
                  Affiliate  and the  Non-Subscribing  Party shall have  entered
                  into  a  firm   buy-back   agreement   whereby  the   Investor
                  Affiliate(s) has agreed to sell and the Non-Subscribing  Party
                  has  agreed to buy back such Loan  Shares  within a period not
                  exceeding 3 (three)  years from the date of  allotment  of the
                  Loan Shares to such  Investor  Affiliate(s)  by ESTEL (ii) the
                  Investor  Affiliate(s) shall have executed a Deed of Adherence
                  in  the  form  at  Schedule   "one"  and  (iii)  the  Investor
                  Affiliate(s) shall not be entitled to transfer,


                  assign,  sell or otherwise encumber or dispose off or transfer
                  such Loan  Shares in any manner  whatsoever  during the said 3
                  (three) year period  without  giving to the other  Parties the
                  right of first  refusal in  accordance  with  Clause 10 below.
                  During  the  said 3  (three)  year  period  for so long as the
                  Investor  Affiliate(s) holds the Loan Shares, for the purposes
                  of determining the rights of the  Non-Subscribing  Party under
                  this  Agreement,  the  aggregate of the  Shareholding  of such
                  Non-Subscribing  Party  and  Investor  Affiliate(s)  shall  be
                  deemed to be the Share holding of such Non-Subscribing Party.

8.2      Should the Non-Subscribing Party fail to acquire the Loan Shares within
         the 3 (three)  year  period  referred  to in Clause 1.2  above,  unless
         otherwise   mutually   agreed   between  the   Parties,   the  Investor
         Affiliate(s)  shall be  entitled  to retain such Loan Shares in its own
         right but subject always to the provisions of this Agreement  including
         Clause 8.4 below,  and in such an event the Agreed  Proportion shall be
         adjusted  by  deduction  of the Loan  Shares so  retained  or sold to a
         person  other  than the  Non-Subscribing  Party,  and the rights of the
         parties under this Agreement shall be adjusted accordingly.

8.3      Subscription  to  Additional  Shares in Rights  Issue.  Notwithstanding
         anything to the  contrary  contained  in Clause 8.2 above if any of the
         Parties  shall  fail to  subscribe  and  pay or  cause  their  Investor
         Affiliate  or  Affiliates  to  subscribe  and pay for any of the Rights
         Shares  offered to it in accordance  with this Agreement (the "Rejected
         Shares")  within such  period not being less than 60 (sixty)  days from
         the date of offer of Rights Shares by ESTEL as the Board may determine,
         the following shall apply to the disposal of such Rejected Shares:

         8.3.1    The Board  shall  offer the  Rejected  Shares to all the other
                  Shareholders (the "Other Shareholders") in proportion to their
                  respective  Shareholding in ESTEL and such Shareholders  shall
                  be entitled to subscribe to such Rejected  Shares  themselves,
                  or if such Shareholder is a Party to this Agreement,  to cause
                  its  Affiliates and Investor  Affiliate(s),  nominated in this
                  behalf by it and who agree(s) in writing to be


                  bound by the terms of this Agreement, to subscribe to the same
                  within the period prescribed in this behalf by the Board.

         8.3.2    The Other  Shareholders  receiving an offer pursuant to Clause
                  8.3.1 above shall be entitled to apply for issue and allotment
                  of  additional  shares i.e. for more Shares than the number of
                  Shares it is  entitled  in a Rights  Issue on the basis of its
                  existing Share holding.  In case of any Rejected  Shares being
                  available after issue and allotment to the Other  Shareholders
                  in proportion to their respective Share holding in ESTEL as on
                  the date of offer of  Rejected  Shares to them  (the  "Surplus
                  Shares"),  such Surplus Shares shall be issued and allotted to
                  such of the Other  Shareholders who had applied for additional
                  Shares in proportion to their existing Share holding as on the
                  date of offer pursuant to Clause 8.3.1.

         8.3.3    Any Rejected Shares,  not accepted by any Share holders and/or
                  their respective Investor Affiliate and/or Affiliates,  may be
                  offered by the Board to any third party or parties on terms no
                  more  favorable  than those offered to the other  Shareholders
                  or, in the alternative, the Board may in its discretion decide
                  to seek  listing  of  Shares  of  ESTEL  on one or more  Stock
                  exchanges  in  India  and/or  abroad.  In  such an  event  the
                  provisions of Clause 8B shall apply.

         8.3.4    For the  purposes of Clauses  8.2,8.3 and 8.4 any offer to the
                  Shareholders  to  subscribe  to any  Shares  must  be  made in
                  writing by the Board.  Any Party or its Investor  Affiliate(s)
                  and/or  Affiliates,  nominated  in this  behalf by such Party,
                  wishing  to accept  such  offer  from the Board  must do so by
                  giving  notice in writing and which notice must be received by
                  the Board no later  than 30  (thirty)  days after the date the
                  offer was made by the Board.

8.4      Additional Issue in Agreed Proportions.  Unless otherwise agreed by the
         Parties  in  writing,  any  additional  issue of Shares by ESTEL in its
         Equity  Capital (other than a Rights Issue) shall be offered and issued
         to the  Parties  in  proportion  to  their  shareholding  (the  "Agreed


8A.      Acquisitions

8A.1     Acquisition Funding and Shareholder Loan Ratios

         8A.1.1   Any Shareholder  loans by any Party to ESTEL will,  except for
                  loans by FUSION  alone in  respect of  Acquisition  Project in
                  cases where HOLDING COMANY elects not to invest and FUSION has
                  lent to ESTEL such loan,  rank  pari-passu  with the equity in
                  the event of insolvency  of ESTEL;  provided that FUSION loans
                  have a  higher  priority  than  the  equity  in the  event  of
                  insolvency of ESTEL.  In case of  Shareholder  loans by FUSION
                  alone in respect of any  Acquisition  Projects,  repayment  of
                  such FUSION loan and interest  and other  outgoings in respect
                  thereof  shall be by ESTEL alone and  HOLDING  COMANY or other
                  Shareholders  shall have no liability or obligation in respect

         8A.1.2   In case of any opportunity for acquisitions of any Acquisition
                  Project the  provisions  of Clause 8A.4 shall apply.  Upon the
                  Board deciding to proceed with any  Acquisition  Project,  the
                  Board  shall   determine  the   investment   amount  for  such
                  acquisition  (the  "Investment  Amount").  For  this  purpose,
                  unless  HOLDING  COMANY  electing  not to  participate  in any
                  particular  Acquisition Project,  investments and specifically
                  designated  loans will be made to ESTEL by FUSION and  HOLDING
                  COMANY in the ratio of their respective  Shareholding.  In the
                  event of  ESTEL  proceeding  with a  Acquisition  Project  and
                  HOLDING  COMANY   electing  not  to  invest  in  a  particular
                  Acquisition  Project,  FUSION and the  HOLDING  COMANY will be
                  entitled  to invest  and  provide  Shareholder  Loans  bearing
                  interest  at the rates not  exceeding  the State Bank of India
                  Prime Lending Rate then  prevailing in India.  In the event of
                  HOLDING  COMANY not investing in the Shares issued for funding
                  any Acquisition Project, the provisions of Clauses 8.2 and 8.3
                  shall apply.

8A.2     Except  as may  otherwise  expressly  provided  in this  Agreement,  no
         Shareholder  shall be obliged to  subscribe  for  additional  Shares or
         provide Shareholder Loans to ESTEL in excess of the Investment Amount.

8A.3     The Parties acknowledge that it is neither necessary nor incumbent upon
         them to agree on participation in any Acquisition project.


8A.4     The  following  shall  apply for  participation  of the  parties in any
         Acquisition Project:

         (i)      Whichever  Party has identified any  Acquisition  Project,  it
                  shall submit details of such Acquisition Project together with
                  the amount of  investment  estimated to be required to be made
                  by ESTEL for its participation in the Acquisition  Project and
                  shall  furnish  to  the  other  parties  all  such  reasonable
                  clarifications as it may require;

         (ii)     The  Parties  shall  within  60  days  of the  receipt  of the
                  details/information   pursuant  to  sub-paragraph  (i)  above,
                  communicate  to ESTEL and to each other about their  intent to
                  participate in the Acquisition Project.

         (iii)    If all  the  Parties  decide  to  participate  in  Acquisition
                  Project,  the Board shall determine and approve the Investment
                  Amount,  and  Parties  shall  invest in Share  capital  and if
                  required  provide  the  Shareholders  Loans to ESTEL  for such
                  acquisition in agreed proportions.

         (iv)     If any of the Parties  decide not to participate in and invest
                  in any  Acquisition  Project and the other  parties  decide to
                  participate  and  invest  in  such  Acquisition  Project,  the
                  funding  for the  investment  by  ESTEL  in  such  Acquisition
                  Project  shall be  provided by such  parties to ESTEL  through
                  additional  investment in Shares and provision of  Shareholder
                  Loans and in such an event Parties not  participating  in such
                  Acquisition  Project  may  be  diluted  to the  extent  of non
                  subscription by it.

8A.5     Parties agree to contribute the Investment  Amount for the  Acquisition
         Project(s) through ESTEL if they have agreed for participation,  in the
         agreed proportions.

8A.6     To the extent that  raising any debt  determined  to be  necessary  for
         funding any investment by ESTEL in any Acquisition  Project,  which the
         Parties have agreed to fund or FUSION alone is funding, as the case may
         be, requires guarantees of or other security from the Shareholders, the
         same shall severally provided by the Parties where all of them are


         participating,  and by FUSION only in case of Acquisition Project where
         FUSION alone is  participating,  as the case may be. Prior to approving
         or authorizing  any debt or equity  financing by ESTEL shall provide to
         the  Shareholders  with all relevant  documentation  in respect of such
         financing so that each of them may approve of the terms thereof.

8B.      Listing of Shares on Stock Exchanges

8B.1     Circumstances for Listing
         In the event of

         8B.1.1   the Parties agreeing and the Board deciding in accordance with
                  the  provisions of Clause 8.3 to seek listing of the shares on
                  one or more Stock Exchanges in India or listing abroad.

         the provisions of Clause 8B.2 shall apply.

8B.2     Effect of decision to List the Shares In the event:

         8B.2.1   The Parties  mutually  agree to seek listing of Shares for any
                  reason  other  than those  setforth  in  Clauses  8B.1.2,  and
                  8B.1.3,  the Parties shall cause ESTEL to issue and offer such
                  number of  additional  shares as may be  necessary to list the
                  Shares of ESTEL on one or more Stock Exchanges in India and/or
                  abroad in accordance  with applicable laws and regulations and
                  to make public offer thereof for  subscription  at Fair Market
                  value  determined by a Independent  Valuer selected jointly by
                  HOLDING COMANY and FUSION.

         8B.2.2   In the event of the Shares being required to be listed for the
                  reason setforth in Clause 8B.1.2 above, the Shares held by the
                  Selling Member not being less than the minimum number required
                  for securing  listing on a Stock  Exchange shall be offered by
                  such  Selling  Member to public  for sale at such value as the
                  Selling Member may determine.


         8B.2.3   In the event of the Shares  being  required by the Board to be
                  listed for the reason  setforth  in Clause  8B.1.3,  the Board
                  shall offer the Shares available  pursuant to Clause 8.3 above
                  for  subscription  to public  provided the number of Shares so
                  available are sufficient to meet the minimum  number  required
                  under  applicable laws and regulation to secure listing of the
                  Shares on one or more Stock Exchanges in India and/or abroad.

         8B.2.4   The Board shall  determine the Stock  Exchange or Exchanges on
                  which  shall seek  listing  of its shares and shall  offer the
                  shares,  required to be offered for securing such listing,  to
                  public  through  prospectus in  accordance  with the procedure
                  prescribed, and the applicable laws and regulations,  for cash
                  at par or such premium as the Board may in its sole discretion
                  determine  save and  except  in case of offer  for the  reason
                  setforth in Clause  8B.1.2  above,  in which case,  subject to
                  applicable regulations, the offer price shall be as determined
                  by the Selling Party.

         8B.2.5   Costs of all public  offer of Shares  pursuant  to this Clause
                  8B.2 shall be met and be borne by ESTEL

8B.3     Book Building for Listing

         For the  purposes of seeking  listing of Shares of ESTEL on one or more
         Stock  Exchange(s)  pursuant to this  Agreement,  the Parties  agree to
         cause (subject to it being feasible under  applicable  regulations) the
         Board and ESTEL to undertake the same through book building  process in
         accordance  with the  applicable  regulations  and to seek  listing  of
         Shares  through  such book  building  process  not later than 3 (three)
         months from the date the Board  determines  or the  parties  agree or a
         Party  requires  listing,  as the case may be, in  accordance  with the
         provisions of this Agreement.


8B.4     Amendment to the Articles for Listing

         The  Parties  agree and  covenant  that in the event of shares of ESTEL
         being required to be listed in one or more Stock Exchanges  pursuant to
         any provision of this Agreement, the Parties shall cause ESTEL to amend
         its Articles to the extent  necessary and required to permit listing of
         the shares of ESTEL and to facilitate offer of Shares to public for the
         said purpose.  Parties  agree to do all such acts,  deeds and things as
         may be necessary or required or incidental to secure  listing of shares
         of  ESTEL  on one or  more  Stock  Exchanges  in  India  and/or  abroad
         including for offer of shares to public for the purpose.


9.1      Each Party undertakes that so long as this agreement subsists they will
         not enter into any  business  directly  competing  with the business of

9.2      HAJELA is trying to develop a project for Domestic  Long  Distance High
         Speed  Digital  Optical  Fibre  Backbone  and over a period of time may
         develop other  Telecommunication  Service  Projects.  During the period
         that FUSION or its designee continues to hold at least 25% shareholding
         in ESTEL  HAJELA  shall  offer  FUSION a right  of first  refusal  with
         respect to such license or  telecommunications  opportunity in India on
         mutually agreed terms.


10.1(a)  No Party shall nor permit its  Affiliates  and  Investor  Affiliate  to
         sell,  transfer,  assign, gift or otherwise dispose of its shareholding
         in ESTEL except in accordance  with the provisions of this clause 10 or
         as may otherwise be expressly provided elsewhere in this Agreement.

    (b)  A party and its Affiliate and Investor Affiliates may assign, or create
         any Encumbrance on all or any of the Shares held by it/them in favor of
         any financial institution or other lenders (the "Encumbrance Holder")
         provided it is a term of such Encumbrance that the


         Encumbrance  Holder  thereof  shall  be  bound  by the  terms  of  this
         Agreement  and in the event of any sale of any of the Shares  which are
         subject  to  any  Encumbrance   (the   "Encumbered   Shares")  by  such
         encumbrance  Holder, the same shall be deemed to be a sale by the Party
         or its  Affiliate  or Investor  Affiliate,  as the case may be, who has
         created  such  Encumbrance  and shall always be subject to the right of
         first  refusal of the  Remaining  party  under and in  accordance  with
         Clauses 6.3 and 6.4.

   (c)   Parties  covenant  that  they  shall  abide by the  provisions  of this
         Agreement  and agree and  undertake  that they shall cause ESTEL to not
         register any transfer of Shares in  contravention  of any  provision of
         this Agreement.

10.2     Right of First Refusal.

         subject  to  Clause  10.4  below,  in the  event of any  Party or their
         respective  Investor  Affiliate(s) or Affiliates  holding Shares in the
         Equity Capital  desiring to sell or dispose of its/their  share holding
         in ESTEL, it shall give to the other of them the right of first refusal
         in the manner as provided in Clause 10.3 hereinafter.  If on account of
         applicable laws or regulations any Party or its Affiliate are unable to
         acquire  shares so  offered  to it,  such  Party  will be  entitled  to
         designate a person of its choice to whom the shares in whole or in part
         shall be transferred.

10.3     procedure for Exercise of Right of First Refusal.

         (a)      Subject to Clauses  10.1(b) and 10.4 neither FUSION and/or its
                  Investor Affiliate and/or Affiliates nor HOLDING COMANY and/or
                  its  Affiliates   and/or  Investor   Affiliate  (the  "Selling
                  Member") shall sell,  transfer,  gift, or otherwise dispose of
                  in any  way or  manner  any of  its  Shares  until  (i) it has
                  delivered  to ESTEL and to the  other of them (the  "Remaining
                  Parties") an irrevocable  written offer to sell all or part of
                  its share holding (the "offer") in ESTEL ("Sale  Shares") at a
                  price  (the  "Offer  Price")  stated in the offer and (ii) the
                  Remaining  Parties  shall have  failed to accept the offer for
                  all of the Sale  Shares  within  90  (ninety)  days  after the


                  of the offer. The Remaining  Parties or such of them as accept
                  the offer as the case may be, (the  "Remaining  Party")  shall
                  convey its acceptance, if any, to the Selling Member within 90
                  (ninety)  days of receipt of the offer by it. If the Remaining
                  Party  accepts the offer but does not agree to the Offer Price
                  and the Selling  Member and the Remaining  Party are unable to
                  mutually agree on the sale price within 60 (sixty) days of the
                  date of acceptance of the Offer by the  Remaining  Party,  the
                  Selling Member shall be obliged to sell all the Sale shares to
                  a third  Party  selected by the  Remaining  Party at the Offer
                  Price and if the  Remaining  Party  shall fail to procure  any
                  third  party to purchase  the Sale  Shares  within 30 (thirty)
                  days of its  failure to accept the Offer  Price or to mutually
                  agree on the sale price with the Selling member, which ever is
                  later,  the Selling  Member shall be entitled to sell the Sale
                  Shares  (i) to any third  party at price and on terms not more
                  favorable  than those  setforth  in the offer,  or (ii) in its
                  discretion,  sell on a Stock  Exchange  in India or abroad the
                  Sale Shares  together with such further  Shares from its Share
                  holding in ESTEL as is necessary or required to secure listing
                  of ESTEL's  Shares on Stock  Exchange(s) in India or abroad or
                  such  additional  Shares from its Share holding as the Selling
                  Member may deem appropriate.  If the Selling Member shall fail
                  to sell the Sale Shares to a third party within 90 days of the
                  Remaining  Party's  failure  to  procure  any  third  party to
                  purchase  the Sale  Shares,  the Selling  Member  shall not be
                  entitled to sell the Sale  Shares to any third  party  without
                  first  offering the Sale Shares again to the Remaining  Member
                  and following the procedure seforth in this clause 10.3(a). In
                  the  event of the  Selling  Member  deciding  to sell the Sale
                  Shares on the Stock  Exchange as  setforth in the  immediately
                  preceding  sentence,  the parties  shall cause ESTEL to do all
                  such acts,  deeds and things as are necessary under applicable
                  regulations  including  amendments  to the  articles to enable
                  such  sale on the Stock  Exchange(s)  and the  listing  of the
                  Shares  thereon.  In case  both the  Remaining  Parties  shall
                  accept the Offer,  they shall  entitled to  purchase  the Sale
                  Shares in proportion  to their  Existing  Shareholding  and to
                  exercise  the rights  conferred by this Clause 10.3 in respect
                  of such  Sales  Shares to which  they are  entitled,


                  provided  however if one of the Remaining  parties accepts the
                  offer but does not  agree on the Offer  Price and the other of
                  them  accepts  the Offer  Price,  then in that  event the Sale
                  Shares to which the  Remaining  Party  accepting the Offer but
                  not accepting the Offer Price is entitled  shall be offered to
                  the  Remaining  Party  which has  accepted  the  Offer  Price,
                  notwithstanding    anything   to   the   contrary    contained

         (b)      In  the  event  of  Selling  Member  exercising   pursuant  to
                  sub-clause  (a) above the option to sell the whole or any part
                  of its Share holding on Stock Exchange and provided the Shares
                  proposed  to be  offered  for sale to  public  by the  Selling
                  Member are  sufficient in number to secure  listing of ESTEL's
                  Shares on Stock Exchange(s),  the provisions of clause 5 shall

         (c)      Parties  shall  cause  ESTEL  to  take  all  procedural  steps
                  necessary  for  making  such  sale by  public  offer  on Stock
                  Exchange(s)  pursuant to and in accordance with Clause 10.3(a)
                  read with Clause 5 expeditiously.

         (d)      On  acceptance  of the Offer,  within 60 days thereof the sale
                  and  purchase  of  the  Sale  Shares  shall  take  place  (the
                  "Completion"). At the Completion the Remaining Party shall pay
                  or cause the person or persons nominated by it to purchase and
                  pay the  Offer  Price  for  the  Sale  Shares  in full in cash
                  against  delivery of the Sale Shares together with such number
                  of  duly  executed  share  transfer  deeds  (with  name of the
                  Transferee  left  blank) as the  Remaining  Member or its such
                  nominee may require.

         (e)      if the  transfer  of the Sale Shares  requires  any consent or
                  approval or notice,  the period  prescribed  for Closing under
                  sub-clause  (d) above  shall be extended to the earlier of (i)
                  the date when the  requisite  consents/approvals  are obtained
                  and/or expiry of the notice  period,  or (ii) the end of the 3
                  (three)  calendar  months  immediately  following the month in
                  which the Remaining  Member conveyed its


                  irrevocable written acceptance of the offer in accordance with
                  sub-clause  (a)  above.  If within  the said 3  (three)  month
                  period  described in the  immediately  preceding  sentence the
                  Selling Member or the Remaining Member, as the case may be, is
                  unable to obtain any requisite  consent/approval  for transfer
                  or purchase of the Sale Shares and provided notice period,  if
                  any, prescribed under any applicable  regulations has expired,
                  the Selling  Member's  irrevocable  written  offer to sell the
                  Sale Shares shall,  unless extended by mutual agreement of the
                  Parties,  be deemed to have  expired  and the  Selling  Member
                  shall not be  entitled  to  transfer  the Shares to any person
                  except by again making an irrevocable  written offer under and
                  in accordance with sub-clause (a) above.

10.4     Consequences of Sale Shares in contravention of the Agreement.

         If any person  purports to acquire any of the Shares,  or any  interest
         therein, in a manner not specifically  permitted by this Agreement (the
         "Default  Shares"),  whether by operation of law or by voluntary act or
         otherwise,  the  Remaining  Party  or any  person(s)  nominated  by the
         Remaining  Party  shall  have the  right,  but not the  obligation,  to
         purchase any or all of the Default  Shares  purported to have been thus
         acquired,  at lower of (i) the Fair Market Value minus 20% thereof,  or
         (ii) the apparent consideration paid therefor,  However, the failure of
         the Remaining Party to purchase the Default Shares at lower of the Fair
         Market  Value  minus 20%  thereof or the  apparent  consideration  paid
         therefor  shall not be deemed or construed  to validate  the  purported
         transfer of the Default  Shares in violation of this  Agreement,  which
         purported transfer shall be null and void. As used in this Clause 10.4,
         "Fair  Market  Value"  shall  mean fair  value of  Shares  in  question
         determined by an Independent  Valuer selected by the Board. Fair Market
         Value so determined shall be final,  conclusive,  and binding on ESTEL,
         the Parties and the  person(s)  purporting to have acquired the Default
         Shares in violation of this Agreement,  and their respective successors
         in interest.


10.5     Transfer to Affiliate etc.

         Provisions of Clauses  10.1,10.2,10.3 and 10.4 above shall not apply to
         any  transfer  of Shares  inter-se  between  a Party and its  Affiliate
         and/or  Investor  Affiliates or inter se between its  Affiliate  and/or
         between  Investor  Affiliates and Affiliate who have agreed to be bound
         by the terms of this Agreement and the same shall not be subject to the
         right of  preemption  and first refusal  contained  therein and no such
         transfer shall be deemed to be nor shall it constitute a breach of this
         Agreement.  Notwithstanding  anything  in Clause  10 above the  Parties
         shall  have the right to  transfer  its  shares  to a company  which is
         majority controlled by such Party ("Controlled  Transferee") subject to
         the prior written consent of the other Party. Such consent shall not be
         unreasonably  withheld subject to the conditions that prior to any such
         transfer  the  controlled  Transferee  shall  agree  to be bound by the
         provisions of this  agreement  and the  Controlled  Transferee  and the
         Original  Party  shall  enter into a covenant  with ESTEL and the other
         Parties  under  which  the  shares  in  ESTEL  held  by the  Controlled
         Transferee shall  automatically by re-transferred to the Original Party
         if the Controlled  Transferee  ceases to be majority  controlled by the
         Original Party.

10.6     Consequences of Sales of Affiliate etc. holding Shares

         Notwithstanding  anything to the contrary contained in this Agreement a
         party shall,  before  transferring to any third party its Share holding
         or control in an Affiliate holding any Shares,  cause such Affiliate to
         transfer  or  otherwise  assign its right,  title and  interest  in the
         shares to itself or to any other  Affiliate who agrees in writing to be
         bound  by the  terms  of  this  Agreement.  In  the  event  of a  Party
         transferring  to any third  party its share  holding or control in such
         Affiliate in contravention  of this clause 10.6 and such  contravention
         is not remedied by such defaulting  Party within 30 days of the date of
         receipt of notice in this  behalf  from any of the other  parties,  the
         provision  of Clause  10.4  shall  apply to the shares of ESTEL held by
         such Affiliate.


10.7     Where FUSION exercises its rights pursuant to this clause,  the payment
         for and  transfer  of  shares  in ESTEL  shall be made  only  after all
         necessary  Government  approvals are obtained and HOLDING  COMPANY will
         render all necessary  assistance required for obtaining such approvals.
         No  transfer  of shares in ESTEL by any Party  shall take place  unless
         proper  procedure  as per  investment  approval  procedure or under the
         Licence has been fully complied with. Subject to this, the full payment
         must be made  within  30 days of  receipt  of the  aforesaid  approvals
         (unless the Parties agree otherwise).

10.8     No Party shall acquire through market  purchases  (whether  directly or
         indirectly  through a company  controlled  by such Party) any shares in
         ESTEL which may be listed in the Stock Exchange.

10.9     Notwithstanding  the mutual right of disinvestment  defined here above,
         in the event of HOLDING COMPANY  wishing to disinvest,  FUSION together
         with  HOLDING  COMPANY may jointly find a buyer(s) or go public for the
         entire shareholding of the two partners.

10.10    All the  provisions  regarding  transfer  of  shares  will  subject  to
         applicable law and  regulations  continue to be applicable in the event
         of ESTEL becoming a public company quoted on the stock exchanges


11.1     It is the intention of the Parties that they shall have a  preferential
         opportunity to enter into  contracts with ESTEL to provide  services or
         material  including expert and technical advice, in connection with the
         deployment  and  operation of the business in  accordance  with ESTEL's
         needs.  Notwithstanding  anything to the contrary in this Agreement all
         contracts  between ESTEL and the Parties and their  Affiliates shall be
         conducted  on an arms  length  basis on  normal  commercial  terms  and


11.2     The Parties  acknowledge that their respective rights in ESTEL shall be
         regulated by this Agreement and the Articles and agree and undertake to
         be bound by and comply with the  provisions  of this  Agreement and the
         Articles.  The Parties shall procure that ESTEL acts in accordance with
         this  Agreement  and the  Articles  and that the  business  of ESTEL is
         confined to the  Business in  accordance  with the  Business  Plans and

11.3     The  Parties  shall at all times  respectively  endeavor to the best of
         their ability to promote the Business of ESTEL.

11.4     The  Business  of ESTEL shall at all times be  conducted  independently
         from the business of the Parties,  but subject thereto ESTEL may in its
         discretion  transact  business  with any of the Parties,  including the
         purchase of goods and/or  provision of services  supplied by any of the
         Parties  provided such goods or services are supplied on terms mutually
         agreed between the HOLDING COMPANY and FUSION and are competitive.

11.5     Except as Parties may  otherwise  agree in writing or save as otherwise
         provided or  contemplated  in this  Agreement or in the  Business  Plan
         and/or  Budget,  Parties  shall  exercise  their  rights  and powers in
         relation to ESTEL so as to ensure and procure that:

         (a)      ESTEL  carries on and  conducts  its Business and affairs in a
                  proper and  efficient  manner and for its own  benefit  and in
                  accordance with the Business Plan and Budget;

         (b)      save as may be agreed between the HOLDING  COMPANY and FUSION,
                  shall not enter into any  agreement  or  arrangement  with any
                  Party or its Affiliate  restricting its competitive freedom to
                  take goods and  services  by such means and from such  persons
                  and on such terms as it may think fit;

         (c)      the Business of ESTEL shall be carried on pursuant to policies
                  laid down from time to time by the Board;


         (d)      ESTEL  shall  maintain  adequate  insurance  against all risks
                  usually  insured  against  by  companies  carrying  on same or
                  similar  business and (without  prejudice to the generality of
                  the foregoing) for the full replacement or reinstatement value
                  of all its assets of an insurable value;

         (e)      ESTEL shall keep proper books of account and therein make true
                  and fair entries of all its dealings and  transactions  of and
                  in relation  to its  business so as to give true and fair view
                  of the business and affairs of ESTEL;

         (f)      ESTEL shall adopt such accounting policies consistent with the
                  Companies Act as may from time to time be generally acceptable
                  in India;

         (g)      ESTEL  will  provide  to the  Parties  or to their  respective
                  designated  nominees on the Board within 4 weeks after the end
                  of each  month with  unaudited  management  accounts  for such
                  month,  and such  other  data and  information  regarding  its
                  business  and  operations  as may  reasonably  be requested by

         (h)      ESTEL  shall   prepare  such   accounts  in  respect  of  each
                  accounting reference period and Financial year as are required
                  by statute and  applicable  regulations  and procure that such
                  accounts are audited as soon as  practicable  and in any event
                  not  later  than  the  period  permitted  under  the  relevant
                  statute; and

         (i)      ESTEL will use its best  endeavors  to  maintain  in force and
                  effect  the  Operating  Licences  and  such  other  approvals,
                  consents or licenses  as may be required  for  carrying on its

11.6     Furnishing of Financial Guarantees to DOT. The Parties agree to provide
         to ESTEL all information and documentation reasonably necessary for the
         preparation  and submission of  applications as required to the DOT for
         grant of such other and  further  licences as ESTEL may require for its
         business. Parties agree that if ESTEL is required to provide to the DOT
         or any other GOI agency for grant of such  licenses  any  financial  or
         bank guarantees, they shall endeavour that ESTEL provides the same from
         its own  resources


         provided however if ESTEL be not in a position to provide the same, the
         Parties shall  provide to ESTEL  guarantees of payment to the extent of
         each Party's  proportionate  economic interest in ESTEL so as to enable
         it to provide the required financial or bank guarantees to DOT.


12.1     Each of the Parties agree with to co-operate  and exercise their rights
         and do everything  within their powers,  including giving directions to
         their  appointed  Directors and voting at general  meetings of ESTEL to
         procure that full effect to the spirit and intent of this  Agreement is
         given and to  co-operate  with each other to develop  and  promote  the
         business, of ESTEL.

12.2     Unless  otherwise agreed to by HOLDING COMPANY and FUSION in writing in
         each instance,  HOLDING  COMPANY and FUSION  respectively  shall not be
         obliged to  contribute  any  additional  equity or provide  any loan or
         credit facility in ESTEL. If any additional capital is required HOLDING
         COMPANY and FUSION will mutually decide to invite Additional Partner(s)
         in terms of the provision of clause 5.2 (k) of this agreement.

12.3     The Parties agree that ESTEL's books and records shall be maintained as
         per accounting  standard  prescribed  under Indian Laws.  Such accounts
         shall also  separately be reconciled to Generally  Accepted  Accounting
         Principles  in the  United  States  and  the  Regulations  of the  U.S.
         Securities  and  Exchange  Commission  to the  extent  consistent  with
         applicable Indian laws.

12.4     The auditors  ESTEL shall be Price  Waterhouse  Coopers or,  Deloitte &
         Touche (or another  internationally  recognized  auditing firm mutually
         agreed by  HOLDING  COMPANY  and  FUSION),  and an Indian  audit  firm,
         recommended by HOLDING  COMPANY,  will also be taken as the co-auditors
         of the Joint Venture.



13.1     The  Parties  agree that all  information,  data and  material  whether
         relating  to the  financial,  technical,  marketing  or  other  matters
         disclosed by any Party to any other Party ("Confidential  information")
         whether pursuant to this Agreement or otherwise is  confidential.  Such
         information,  data or other  material  shall  not be  utilised  for any
         purpose  save for which it was  disclosed  except  with  prior  written
         consent  of  the  disclosing   Party  and  after  complying  with  such
         conditions as the disclosing Party may require in relation thereto.

13.2     The Parties  shall keep the  existence  and contents of this  Agreement
         confidential  except to their  employees,  directors  and  professional
         advisors and those of their and those of their  Affiliates and Investor
         Affiliate  who have a need to know or  except  as may be  necessary  to
         select and secure the  participation of other Parties,  to professional
         advisors or for performance or exercise of any of their  obligations or
         rights  hereunder  or  for  enforcement  of  this  Agreement  or as may
         otherwise be required by law.

13.3     Each  Party  shall  ensure  that its  employees  and all other  persons
         involved  in the  application  shall  comply  with the  confidentiality
         obligations contained in this clause.

13.4     The confidentiality  obligations  contained in this clause will survive
         termination of this agreement.


13.5     Notwithstanding  anything to the contrary,  this clause shall not apply
         to information:-

         (a)      Which is in the  public  domain or  becomes  public  knowledge
                  without the default of the receiving Party; or

         (b)      Was already known by the receiving  Party prior to the date of
                  its receipt from the disclosing Party; or

         (c)      Is obtained by the receiving Party from a bonafide third Party
                  having free right of disposal of such information.

13.6     A Director shall be entitled to inform the Party  appointing him of all
         matters  concerning  ESTEL  affairs.   Each  Director  and  each  Party
         receiving confidential or proprietary information regarding the affairs
         of  ESTEL,  or  any  other   shareholders,   undertakes  to  keep  such
         information confidential and shall not use or disclose any confidential
         information belonging to ESTEL to another shareholder or person for any
         unauthorised purpose and shall take all reasonable  precautions for the
         safe custody of such  confidential  information for so long as it shall
         remain confidential or proprietary.


14.1     This  agreement  may  be terminated

         (a)      If so agreed in writing by all of the Parties  hereto;  or

         (b)      by a Party hereto if the other party (the "Defaulting Party"):

                  (i)      shall  fail to  observe or perform or is in breach of
                           any of its material obligations under this agreement,
                           and  fails  to  remedy  the  same  within  60 days of
                           receipt of written  notification  in respect  thereof
                           from the non-defaulting Party; or

                  (ii)     is ordered to be  wound-up  or files for  composition
                           with  its  creditors  or  seeks  its  dissolution  or
                           windingup, other than for merger or amalgamation.

14.2     Upon  termination of this  Agreement or in accordance  with Clause 14.1
         (b) the  following  shall  apply:-


(a)      The  defaulting  Party  shall be  liable  to  compensate  ESTEL and the
         non-defaulting  Parties  for any and all damage  incurred  by them as a
         result of such default and/or such  termination.  The defaulting  Party
         shall not be entitled  to dispose of its shares  save as in  accordance
         with the provision of this agreement.

(b)      Notwithstanding  such  termination  of this  agreement,  the defaulting
         Party  shall  not be  discharged  from any  antecedent  obligations  or
         liabilities to the other Party and/or ESTEL under this agreement unless
         otherwise agreed to by such other Party or ESTEL, as the case may be in


14A.1    Consequences  if Minimum  Shareholding  falls  below  10%.  In case the
         voting Share holding of HOLDING  COMANY or FUSION,  as the case may be,
         falls below 10% of the voting share  capital of ESTEL,  then such party
         shall only have the right to appoint Directors on the Board of ESTEL in
         proportion  to its share  holding  but  shall,  cease to have any other
         right or privilege  whatsoever under this Agreement  including right of
         nomination of a member to the Executive  Committee or affirmative  vote
         right under Clause 5.2 above.

14A.2    Consequences  if Minimum  Shareholding  falls below  7.5%.  In case the
         voting share holding of HOLDING  COMANY or FUSION,  as the case may be,
         falls below 7.5% of the voting share  capital of ESTEL,  then either of
         them shall have the right to terminate this Agreement by  communication
         in writing to the other Party  provided  however the  obligation  under
         provisions of Clause 5 shall survive such termination.  Further in such
         an event such Party will procure its nominee  Directors to tender their
         resignations  from  their  respective  offices  as  Directors  of ESTEL
         forthwith  without  any  claim for  compensation  for loss of office or
         otherwise except for salary (if any) and any other  entitlements  which
         may have accrued upto the date of their resignation.


14A.3    Computation  of  Shareholding.  For the purposes of this Clause 14A the
         Share holding of a party shall be determined in accordance  with Clause
         9.3(c) above.

14B.     Tag along rights

14B.1    Tag-Along Sales.

         (a)      Subject  to Clause  14B.2,  in the event  that a party  hereto
                  directly  or  indirectly  at any  time or from  time to  time,
                  enters into an agreement (whether oral or written) to transfer
                  Shares  (the  "Existing  party")  to any  Person  other than a
                  stockholder  of ESTEL  (a  "Third  Party")  which  when  taken
                  together with all prior  transfers of Shares  exceeds 5% (five
                  percent) of the then outstanding  Shares (a "Tag-Along Sale"),
                  then the other  remaining party (the "Other Party') shall have
                  the right,  but not the  obligation,  to  participate  in such
                  Tag-Along Sale.

         (b)      Existing Party shall not consummate a Tag-Along Sale unless:

                  (i)      it shall have given to the Other  Party  ("Tag  Along
                           Shareholders")  an  opportunity to exercise the right
                           of first refusal described in Clause 10; and

                  (ii)     the terms of such Tag  Along-Sale  shall  include  an
                           offer by the prospective  purchaser or Existing party
                           to all Tag-Along  Shareholders to purchase the Shares
                           held by such  Tag-  Along  Shareholders  at the  same
                           price,  and on the same terms and conditions  offered
                           to  Existing  Party.  The Third  Party shall offer to
                           purchase from Tag - Along  Shareholders the number of
                           Shares owned by such Tag-Along  Shareholders equaling
                           the number derived by multiplying the total number of
                           Shares  to be  purchased  by  the  Third  Party  by a
                           fraction,  the numerator of which is the total number
                           of Shares in the issued and subscribed Equity Capital
                           of ESTEL  owned by the  Tag-Along  Shareholders  that
                           such  Tag-Along  Shareholders  desire to require  the
                           Third Party to purchase and the  denominator of which
                           is the total number of ESTEL Shares then outstanding.

         (c)      Tag-Along Procedures.


                  (i)      At the time the Existing  Party  proposes to transfer
                           any  Shares  in a  Tag-Along  Sale  subject  to  this
                           Section,  it shall  notify,  or cause to be notified,
                           all  Tag-Along  Shareholders  in writing of each such
                           proposed  transfer.  Such notice shall set forth: (i)
                           the name  and  address  of the  Third  Party  and the
                           number of ESTEL  Shares  proposed to be  transferred,
                           (ii) the  proposed  amount and form of  consideration
                           and terms and  conditions  of payment  offered by the
                           Third Party (the "Third Party  Terms") and (iii) that
                           the Third Party has been  informed  of the  tag-along
                           right provided for in this Clause 14B, and has agreed
                           to,  purchase  Shares in accordance with the terms of
                           this Clause 14B; and

                  (ii)     The tag-along right may be exercised by the Tag-Along
                           Shareholders  by delivery of a written  notice to the
                           Existing  Party  proposing  the  Tag-Along  Sale (the
                           "Tag-Along Notice") within thirty (30) days following
                           receipt  of the  notice  specified  in the  preceding
                           clause.  The Tag-Along  Notice shall state the number
                           of  ESTEL  Shares  that  the  Tag-Along  Shareholders
                           collectively  wish to include in such transfer to the
                           Third Party, which number may exceed the total number
                           of shares  proposed to be  transferred  but which may
                           not  exceed the total  number of shares  owned by the
                           Tag-Along Shareholders.

         (d)      Subject to Sub-Clause  (b) above limiting the number of Shares
                  the Third Party is required to purchase,  upon the giving of a
                  Tag-Along Notice, each Tag-Along Shareholder shall be entitled
                  and  obligated  to sell the  number of Shares set forth in the
                  Tag-Along  Notice to the Third Party on the Third Party Terms.
                  After  expiration of the 30-day period  referred to above,  if
                  the  provisions  of this Clause 14B Section have been complied
                  with in all respects,  the Existing party shall have the right
                  for a 120 day  period to  transfer  ESTEL  Shares to the Third
                  Party on the Third Party Terms without  further  notice to the
                  Tag-Along  Shareholders who have not given a Tag-Along Notice,
                  but after such 120 day period,  no such  transfer  may be made
                  without again giving notice to all Tag-Along  Shareholders  of
                  the proposed  transfer and complying with the  requirements of
                  this Clause 14B.1


         (e)      At the  closing of the  Tag-Along  Sale to any Third Party (of
                  which the Existing party shall give the Tag-Along Shareholders
                  who have  exercised  tag-along  rights at least  ten  business
                  days' prior written  notice),  the Third Party or the Existing
                  Party  shall  remit to each  such  Tag-Along  Shareholder  the
                  consideration  (including  a  certified  check  for  the  cash
                  portion  of  such  consideration)  subject  applicable  Indian
                  regulations  and grant of requisite  approvals if any required
                  from concerned  Indian  authorities for the sales price of the
                  Shares of such Tag-Along  Shareholders  sold pursuant  hereto,
                  against   delivery   by   such   Tag-Along   Shareholders   of
                  certificates for such shares together with duly executed share
                  transfer   deeds  and  the   compliance   by  such   Tag-Along
                  Shareholders  with any other  conditions to closing  generally
                  applicable to the Existing party and/or such sale.

15.      The Parties  agreed that Mr.  Virendra  Hajela,  the first  Chairman of
         ESTEL and Mr.  Raj  Hajela,  the  Managing  Director  of ESTEL  will be
         included in the Employees Stock Option Plan of FUSION.


         The Parties recognise the possibility of inviting other Parties to join
         this Joint  Venture.  The  induction of any Party to the Joint  Venture
         shall always require  unanimous  written consent by HOLDING COMPANY and
         FUSION,  as long as the aggregate  shareholding  of HOLDING COMPANY and
         FUSION is more than 51%.

         The newly inducted  Joint Venture  partner shall always be bound by the
         terms and conditions of this Agreement.  The new proposed  Party(s) (if
         inducted)  would be entitled to nominate its  Directors to the Board of
         ESTEL only in the event its shareholding in ESTEL exceeds 15%.


17.      PUBLICITY

         The Parties  shall not issue any  information,  document or article for
         publication  in any news or  communications  media  or make any  public
         statement  in relation  to this  agreement  without  the prior  written
         consent  of the other  Parties  unless  required  to do so by law or to
         comply with the rules of a recognised stock exchange. Without prejudice
         to the foregoing any information  which is intended to be issued to the
         media shall be  coordinated  between  the  Parties  and  through  prior

18.      AMENDMENT

         No  modification,  variation or amendment of this agreement shall be of
         any  force  unless  it is in  writing  and has been  signed  by all the


         This agreement  comprises the entire agreement between the Parties with
         respect  to  the  subject   matter  hereof  and  supersedes  all  prior
         representations, negotiations, writings, memorandum and agreements with
         respect  thereto and including  without  limitation  the  Memorandum of
         Understanding between HAJELA and FUSION dated 24th August 1999.


20.1     No Party shall assign or agree to assign this  agreement in whole or in
         part without the prior written consent of all the other Parties.

20.2     No Party shall have the right or  authority  to bind any other Party or
         to act as agent of any other Party.



21.1     This  agreement  shall be governed by and construed in accordance  with
         the laws of England.

21.2     All disputes arising in connection with the present  agreement shall be
         finally  settled under the rules of  Conciliation  & Arbitration of the
         Singapore  Center for  International  Arbitration by a Sole  Arbitrator
         appointed in accordance with the said Rules.

         The venue of such arbitration  shall be Singapore.  The language of the
         arbitration shall be English. The law applicable will be English Law.


22.1     No Party  shall be  liable  to any other for  failure  to  perform  any
         obligations hereunder to the extent and for such period as such failure
         is due to reasons  outside that Party's  reasonable  control  including
         fire,  flood  or  other  natural   catastrophe,   war,  riot  or  civil
         disturbance  or  governmental  action,  order or  decree.  The Party so
         affected shall continue to take all actions reasonably within its power
         to comply as far as possible with its  obligations.  The affected Party
         shall  promptly  notify the other  Party  after the  occurrence  of the
         relevant  event and shall use every  reasonable  effort to minimise the
         effects of such event.

22.2     Nothing in this agreement shall require any Party to perform any act in
         violation of any law or government regulation of any country.


23.      NOTICES

23.1     Any notice,  request,  consent or other  communication to be given by a
         Party under this agreement shall be in the English  language in writing
         addressed in accordance  with the  particulars for that Party appearing
         in the  statement  of the names of the Party at the  beginning  of this
         agreement  or to such other  address  for a Party as may be notified in
         writing by that Party to the other Party. All important  notices should
         be dispatched by such means where receipt is evidenced.


         This agreement shall be executed in any number of counterparts, each of
         which shall be deemed an original but all of which shall constitute one
         and the same instrument.


         The effective date of this agreement shall be the date forementioned.

26.      WAIVER

         No waiver  by any  Party at any time of any  breach of any of the terms
         and conditions of this agreement  shall be  incorporated as a waiver of
         any  subsequent  breach,  whether  of the same or any  other  terms and
         conditions of this Agreement.


         In the event any provision of this Agreement  shall be determined to be
         invalid or  unenforceable  under  applicable law, all other  provisions
         shall continue to be in full force and effect,  unless such  invalidity
         or  enforceability  causes  substantial  deviation  from the underlying
         intent of the Parties expressed in this Agreement.


         This agreement shall be effective subject to the approval of Government
         of India and its various concerned departments.


IN WITNESS WHEREOF the authorised representatives of the Parties have hereunto
duly executed and delivered this agreement the day and year first above written.

Signed                                  )       .../s/..........................

for and on behalf of                    )       Duly authorised

HOLDING COMPANY                         )       Raj Hajela

Signed                                  )       .../s/..........................

for and on behalf of                    )       Duly authorised

FUSION                                  )       Eric D. Ram