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Loan Agreement [Amendment] - Wipro Ltd. and ICICI Ltd.

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                                  WIPRO LIMITED

   Note setting out Amendment to the Loan Agreement dated January 17, 1996 for
Corporate Loan of Rs.800 lacs entered into between Wipro Limited as the Borrower
                             and ICICI as the Lender

I.       In ARTICLE I, under the heading DEFINITIONS, the following shall be
         added as Section 1.1 (h):

         "Short Term Prime Rate" means the percentage rate per annum decided by
         the Lender from time to time as applicable to funding of rupee amounts
         for a period of one (1) year (excluding interest tax or other statutory
         levy) as notified by the Lender from time to time.

II.      In ARTICLE II, under the heading AGREEMENT AND TERMS OF LOAN, Section
         2.3 (i) relating to INTEREST shall be substituted by the following:

a)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.800 lacs (Rs.600 lacs disbursed on January 17, 1996 and Rs.200
         lacs disbursed on March 1, 1996) out of the Loan and outstanding from
         time to time, quarterly in each year, on January 15, April 15, July 15,
         and October 15, at 19.5% per annum plus applicable interest tax, till
         January 14, 1998.

b)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.4,66,00,000 out of the Loan outstanding as on January 15, 1998
         and outstanding from time to time, quarterly in each year, on January
         15, April 15, July 15 and October 15, at 1.75% over the Short Term
         Prime Rate prevailing on January 15, 1996 plus applicable (illegible)
         with effect from January 15, 1998.

         Provided that the aforesaid interest rate in respect of the amount of
         Rs.4,66,00,000 out of the loan outstanding as on January 15, 1998 will
         be reset annually, commencing from January 15, 1999 (the "Reset
         Date(s)") based on the then prevailing Short Term Prime Rate and the
         Borrower shall pay interest at such reset rate as may be notified by
         the Lender to the Borrower.


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III.     In SCHEDULE II, the AMOTIZATION SCHEDULE shall be substituted by the
         following:

                                                           (Amount in Rs.)
         DATE OF PAYMENT           PAYMENT OF             PRINCIPAL AMOUNT
                                   PRINICPAL              OUTSTANDING AFTER
                                                          EACH PAYMENT
                                                             80,000,000
         January 15, 1997           6,667,000                73,333,000
         April 15, 1997             6,667,000                66,666,000
         July 15, 1997              6,667,000                59,999,000
         October 15, 1997           6,667,000                53,332,000
         January 15, 1998           6,732,000                46,600,000
         January 15, 1999          15,000,000                31,600,000
         January 15, 2000          15,000,000                16,600,000
         January 15, 2001          16,600,000

         All other terms and conditions of the Loan Agreement dated January 17,
         1996 entered into between the Borrower and the Lender shall remain
         unchanged.

                  IN WITNESS WEREOF the Borrower has caused its common seal to
be affixed hereto and to a duplicate hereof on the day, month and year written
below and the Lender has caused the same and the said duplicate to be executed
by the hand of Shri. V.M. Ketkar, an authorised official of the Lender.

The COMMON SEAL OF WIPRO LIMITED has pursuant to the Resolution of its Borad of
Directors passed in that behalf on the 23rd day of November, 1995 hereunto been
affixed in the presence of Shri Satish Menon, Company Secretary and General
Counsel and Shri J. Shankar, Corporate Treasurer who have signed these presents
in token thereof.

SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
an authorised official of the LENDER.

Dated at Bangalore, this 15th day of December, 1997.

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                                 LOAN AGREEMENT

                                (CORPORATE LOAN)


                                     BETWEEN


                                   WIPRO LTD.

                                   AS BORROWER


                                       AND


        THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED

                                    AS LENDER

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                                [GRAPHIC OMITTED]

                                      INDIA
                                  TWENTY RUPEES


                                 LOAN AGREEMENT

                                (CORPORATE LOAN)


         THIS AGREEMENT made at Bangalore this 17th day of January, One Thousand
Nine Hundred Ninety Six between Wipro Ltd., a public company within the meaning
of the Companies Act, 1956 (I of 1956) and having its Registered Office at
Bakhtawar, 229, Nariman Point, Bombay 400 021 (hereinafter referred to as "the
Borrower" which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns) of the ONE PART

                                       AND

THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a public
company incorporated under the Indian Companies Act, 1913 (7 of 1913) and having
its Registered Office at 163, Backbay Reclamation, Bombay 400 020 and a Zonal
Office at "Raheja Towers", II Floor, East Wing, 26 - 27, M.G. Road, Bangalore
560 001 (hereinafter referred to as "the Lender", which expression shall, unless
it be repugnant to the subject or context thereof, include its successors and
assigns) of the OTHER PART;

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                                    ARTICLE I

                                   DEFINITIONS


1.1      In this Agreement, unless there is anything repugnant to the subject or
         context thereof, the expressions listed below shall have the following
         meanings viz:

         a)   "Due Date" - means, in respect of -

         i)  an instalment of principal - the date on which the instalment
             falls due as stipulated in Schedule II hereto;

        ii)  interest - the date on which interest falls due as stipulated
             in Section 2.3 hereof;

       iii)  any other amount payable under this Agreement - the date on
             which such amount falls due in term of this agreement.

         b)   "Event of Default" - means any of the events of default specified
              in Article IX hereof;

         c)   "Loan Application" - means the application/s for the Loan made by
              the Borrower to the Lender and all information, particulars and
              clarifications furnished by the Borrower to the Lender from time
              to time in respect thereof;

         d)   "Purpose of the Loan" - means the purpose, described in Schedule I
              hereto, for which the Loan is agreed to be lent and advanced by
              the Lender;

         e)   "the Agreement" - means this Agreement and the Schedules hereto
              and includes the amendments made thereto from time to time;

         f)   "ICICI Advance Rate" means the percentage rate per annum decided
              by ICICI from time to time as applicable for Rupee Loans to prime
              borrowers plus applicable interest tax or other statutory levy, as
              notified by ICICI from time to time.

1.2      The headings of the Articles and Sections are inserted for convenience
         of reference only and are not deemed to affect the interpretation of
         this Agreement.

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                                   ARTICLE II

                           AGREEMENT AND TERMS OF LOAN

2.1      AMOUNT AND TERMS OF LOAN

         The Borrower agrees to borrow from the Lender and the Lender agrees to
         lend to the Borrower, on the terms and conditions contained herein
         Rupee Loan not exceeding Rs.800 lacs (hereinafter referred to as "the
         Loan").

2.2      TERMS OF DISBURSEMENT

         The Loan will be disbursed to the Borrower in one or more instalment(s)
         as may be decided by the Lender subject to the Borrower complying with
         the provisions of this Agreement and the disbursement procedure
         stipulated by the Lender. All disbursements shall be by
         cheque(s)/authorisation(s) and the collection/ remittance charges, will
         be borne by the Borrower. The interest on the Loan will accrue from the
         date of cheque(s)/authorisation(s).

2.3      i)  INTEREST

A(I)     On Rs.600 lacs proposed to be disbursed on January 17, 1996 out of the
         Loan

         The Borrower shall pay to the Lender, interest on the principal amount
         of the Rs.600 lacs out of the loan outstanding from time to time,
         quarterly in each year, on January 15, April 15, July 15 and October
         15 at 20% per annum

(II)     On balance Rs.200 lacs out of the Loan

         The Borrower shall pay to the Lender, interest on the balance principal
         amount of Rs.200 lacs out of the Loan outstanding from time to time,
         quarterly in each year on January 15, April 15, July 15 and October 15.
         The rate of interest applicable on the Loan shall be,

         a)   2.5% over the maximum of ICICI Advance Rates as prevailing on the
              dates of disbursements out of the Loan. ICICI Advance Rate as on
              date is 16.5% per annum.

         b)   20% per annum,

         whichever is higher.

B)       After the Loan has been fully disbursed, weighted average rate of
         interest for all the disbursement made out of the Loan shall be
         determined and thereafter the Loan shall carry interest at the weighted
         average rate, subject to the following proviso:

         a)   Provided that the aforesaid ICICI Advance Rate will be reset on
              the expiry of three years from the date of first disbursement out
              of the Loan and the Borrower shall pay interest at such rate as
              may be notified by the Lender to the Borrower.


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         b)   Provided further that in the event of an increase in the rate of
              interest arising out of such reset, the Borrower shall have the
              option to prepay to the Lender on such reset date the otustanding
              of the Loan together with all outstanding interest and other
              charges and monies payable thereon.

ii)      All interest and all other monies accruing due under this Agreement
         shall, in case the same be not be paid on the respective Due Dates,
         carry interest/further interest at the maximum lending rate of the
         Lenders on Rupee Loan(s) as prevailing from time to time or at the
         applicable rate under this Agreement, whichever is higher. Such
         interest will be computed from the respective due dates and shall
         become payable upon the footing of compound interest with quarterly
         rests. The maximum lending rate of the Lenders from Rupee Loan shall
         until creation of final security for the loan, be increased by 1.05%
         p.a.

(iii)    All interest and other monies which shall accrue under the provisions
         of this Agreement shall also be payable in the manner and on the dates
         specified in Section 2.3(i).

2.4      FRONT END FEE

         The Borrower shall pay to the Lender on the date of the Letter of
         Intent, Front End Fee of 1.05% of the Loan or such higher rate as
         prevailing at the time of the issue of Letter of Intent.

2.5      IMPOSTS, COSTS AND CHARGES

         i)   The Borrower shall, during the currency of the Loan bear all such
              imposts, duties and taxes (including interest and other taxes, if
              any) as may be levied from time to time by the Government or other
              authority with the sanction of law pertaining to or in respect of
              the Loan;

         ii)  The Borrower shall pay all other costs, charges and expenses
              (including cost of investigation of title to the Borrower's
              Properties and protection of the Lender's interest) in any way
              incurred by the Lenders and such additional stamp duty, other
              duties, taxes, charges and other penalties if any when the
              Borrower is required to pay according to the laws for the time
              being in force in the State in which its properties are situated
              or otherwise;

         iii) In the event of the Borrower failing to pay the monies referred to
              in sub-clause (i) and (ii), the Lenders will be at liberty (but
              shall not be obliged) to pay the same. The Borrower shall
              reimburse all sums paid by the Lenders in accordance with the
              provisions contained herein.

2.6      COMPUTATION OF INTEREST AND OTHER CHARGES

         Interest and all other charges shall accrue from day to day and shall
         be computed on the basis of 365 days year and the number of days
         elapsed.

2.7      ADJUSTMENT OF OVERDUES

         The Lender may, deduct from sums to be lent and advanced by it to the
         Borrower any monies then remaining due and payable by the Borrower to
         the Lender.

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2.8      LAST DATE OF WITHDRAWAL

         Unless the Lender otherwise agrees, the right to make drawals from the
         Loan shall cease on September 30, 1996.

2.9      REPAYMENT

           i)   The Borrower undertakes to repay the principal amount of the
                Loan in accordance with the Amortization Schedule set forth in
                Schedule II hereto.

           ii)  The Lender may, in suitable circumstances revise, vary or
                postpone the repayment of the principal amount of the Loan or
                the balance outstanding for the time being or any instalment(s)
                of the said principal amount of the Loan or any part thereof
                upon such terms and conditions as may be decided by the Lender.

           iii) In the event of any default in the payment of instalments of
                principal, any interest, liquidated damages, postponement, if
                any, allowed by the Lender shall be at the rate of interest as
                may be stipulated by the Lender at the time of postponement.

           iv)  If for any reason, the amount finally disbursed by the Lender
                out of the Loan is less than the Loan, the instalment(s) of
                repayment of the Loan shall stand reduced proportionately but
                will be payable on the same dates as specified in Schedule II
                hereto.

2.10     ACCELERATION OF REPAYMENT BY THE LENDER

         If the Lender finds that the profitability of the Borrower, the cash
         flow and other circumstances so warrant, the Lender may, on previous
         intimation to the Borrower, require the Borrower to prepay the Loan on
         dates earlier than the dates set out in Schedule II hereto and also to
         increase the amount(s) of the instalment(s) of repayment fixed in that
         Schedule.

2.11     PREMATURE REPAYMENT

         The Borrower shall not prepay the outstanding principal amounts of the
         Loan in full or in part before the due dates except after obtaining the
         prior approval of the Lender (which may be granted conditionally).

2.12     DUE DATE OF PAYMENT

         If the Due Date in respect of an instalment of the Loan, interest,
         Front End Fee or any other payment falls on a Saturday or a day which
         is a bank holiday at the place where the payment is to be made, the
         immediately preceding working day shall be the due date for such
         payment.


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2.13     LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS

         In case of default in payment of instalment(s) of principal, interest,
         Front End Fee and all other monies (except liquidated damages) on their
         respective Due Dates, the Borrower shall pay on the defaulted amounts,
         liquidated damages at the rate of 2.1% per annum for the period of
         default. Liquidated damages shall be payable in the manner and on the
         dates specified in Section 2.3(i) above.

2.14     REIMBURSEMENT OF EXPENSES

           i)   The Borrower shall reimburse all sums paid by the Lender under
                any of the provisions of this Agreement immediately on demand
                from the Lender. All such sums shall be secured by the
                securities created/to be created in terms of the provisions of
                Article III hereof and shall carry interest from the date of
                payment till such reimbursement at the rate referred to in
                Section 2.3 (iv) above.

           ii)  In case of default in making such reimbursement within 30 days
                from the date of notice of demand, the Borrower shall also pay
                on the defaulted amounts, liquidated damages at the rate of 2%
                per annum from the expiry of 30 days from the date of notice of
                demand till reimbursement in accordance with the provisions of
                Section 2.13.

2.15     APPROPRIATION OF PAYMENTS

         a)   Unless otherwise agreed to by the Lender, any payments due and
              payable under this Agreement and made by the Borrower shall be
              appropriated towards such dues in the following order viz:

              i)   Premium on prepayment;

             ii)   Costs, charges, expenses and other monies;

            iii)   Interest on costs, charges, expenses and other monies;

             iv)   Interest including additional interest;

              v)   Further interest and liquidated damages on defaulted amounts
                   payable in terms of Section 2.13; and

             vi)   Repayment of instalments of principal;

                   due and payable under this Agreement.

         b)   Notwithstanding anything contained in Clause (a) hereinabove, the
              Lender may, at its discretion, appropriate such payments towards
              the dues, if any, payable by the Borrower in respect of earlier
              loan(s) availed of by the Borrower from the Lender in the order
              specified in the relative Loan Agreement(s).

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2.16     PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR

         All monies payable by the Borrower to the Lender shall be paid to the
         Lender at their office in Bombay/Bangalore or to such other office(s)
         as may be specified by them by telegraphic, telex or mail transfer to
         the account of such office(s) or by cheque or bank draft drawn in
         favour of the Lender on a scheduled bank at Bangalore or such other
         place or to such other account as the Lender may notify to the Borrower
         and shall be so paid as to enable the Lender to realise, at par, the
         amount on or before the relative Due Date.

         Credit for all payments by local cheque/bank draft will be given on the
         Lender's immediately next working day after the date of receipt of the
         instrument or the relative due date whichever is later.

         Credit for all payments by outstation cheque/bank draft will be given
         only on realisation or on the relative due date whichever is later.


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                                   ARTICLE III
                                    SECURITY

3.1      SECURITY FOR THE LOAN

         The Loan together with all interest, front end fees, liquidated
         damages, premium on prepayment, costs, expenses and other monies
         whatsoever stipulated in this Agreement shall be secured by -

a)       an exclusive pledge in favour of the Lender of the shares of Wipro
         Finance Limited of a value determined by the Lender in a manner
         satisfactory to the Lender;

b)       a mortgage and charge on all the borrower's immoveable properties, both
         present and future, save and except book debts in such as form as may
         be required by the Lender, subject to the charges created/to be created
         in favour of the Borrower's bankers and on current assets for securing
         borrowings for working capital requirements.

         The above mortgage and charge will rank second and subservient to the
         charges created and/or to be created in favour of Unit Trust of India
         (UTI), ICICI and Life Insurance Corporation of India (LIC) for
         aggregate debenture assistance outstanding of Rs.533 lacs, ICICI and
         State Bank of India (SBI) capital market for aggregate debenture
         assistance of Rs.300 lacs, ICICI and SBI for the aggregate outstanding
         assistance of Rs.132 lacs, ICICI for the outstanding assistances of
         Rs.6 lacs, Rs.336 lacs, Rs.1405 lacs and Rs.1601 lacs, Industrial
         Development Bank of India (IDBI) for outstanding assistance of Rs.1000
         lacs, Exim Bank for outstanding assistance of Rs.304 lacs, Hongking
         Bank and Corporation Bank for aggregate outstanding assistance of
         Rs.520 lacs and ICICI, IDBI, UTI and Exim Bank for the aggregate
         outstanding assistance of Rs.558 lacs. The above mortgage and charge
         shall rank pari-passu with the mortgage and charge created and/or to be
         created in favour of company's bankers for their working capital
         assistance of Rs.5705 lacs, SIDBI for its bill discounting assistance
         of Rs.288 lacs, SBI caps for its aggregate Debenture assistance of
         Rs.200 lacs and the Government of Karnataka for its Development Loan
         outstanding aggregating Rs.20.97 lacs as on March 31, 1995.

3.2      AUDITORS' CERTIFICATE

         The Borrower shall produce a certificate from its Auditors stating that
         the said shares undertaken to be charged to the Lender, as security for
         the Loan, are the absolute property of the Borrower and are free from
         any charge, lien, or claim thereon of whatsoever nature.

3.3      CREATION OF ADDITIONAL SECURITY

         If, at any time during the subsistence of this Agreement, the security
         provided by the Borrower has been lost or in the opinion of the Lender,
         has become inadequate to cover the Loan to the satisfaction of the
         Lender, the Borrower shall provide and furnish to the Lender to their
         satisfaction such security/ additional security as may be required and
         acceptable to the Lender.


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                                   ARTICLE IV
                             BORROWER'S WARRANTIES


4.       Except to the extent already disclosed in writing by the Borrower to
         the Lender, the Borrower shall be deemed to have assured, confirmed and
         undertaken as follows:

      a) LOAN APPLICATION

         The Loan Application is true and accurate in all material respects, is
         not misleading and does not omit any material fact, the omission of
         which would make any fact or statement therein misleading and the Loan
         Application shall be deemed to form part of the warranties herein
         contained.

      b) CONSENTS AND LICENSES

         The Borrower undertakes to satisfy the Lender that all consents,
         licenses, approvals, etc. as are necessary in connection with the
         Borrowers business and the execution, validity and enforceability of
         this Agreement have been duly obtained and undertakes to keep them
         effective in full force and effect during the subsistence of this
         Agreement.

      c) DUE PAYMENT OF PUBLIC AND OTHER DEMANDS

         The Borrower is not in arrears of any public demand such as income-tax,
         corporation tax and all other taxes and revenues or any other statutory
         dues payable to the Central or State Governments or any local or other
         authority.

      d) CONFLICT WITH MEMORANDUM AND ARTICLES OF ASSOCIATION

         Nothing in this Agreement conflicts with the Memorandum and Articles of
         Association of the Borrower.


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                                    ARTICLE V
                CONDITIONS PRECEDENT TO DISBURSEMENT OF THE LOAN


5.       The obligations of the Lender to make the disbursement under this
         Agreement shall be subject to the Borrower performing all its
         obligations and undertakings under this Agreement besides compliance by
         the Borrower with the Disbursement Procedure stipulated by the Lender,
         such as submission of necessary information, documents etc. to the
         satisfaction of the Lender. Before seeking disbursement, the Borrower
         shall also comply with the following conditions:

      a) CONSENT OF SECURED CREDITORS

         Furnish to the Lender the consents from its secured creditors that they
         have no objection to the Borrower creating in favour of the Lender a
         second charge on the assets referred to in Article III hereof.

      b) SECURITY IN FAVOUR OF THE LENDER

         The Borrower shall have created security in favour of the Lender as
         stipulated in Article III hereof.

      c) NON EXISTENCE OF EVENT OF DEFAULT

         The Borrower shall satisfy the Lender that no Event of Default and no
         event which, with the lapse of time or notice and lapse of time would
         become an Event of Default, has happened and been continuing.

      d) STIPULATE ANY OTHER SPECIAL CONDITION

         i)   The Borrower shall out of the envisaged cash and cash accruals of
              Rs.8476 lacs during the period April 1, 1995 to March 31, 1996
              utilise a sum of Rs.6202 lacs for meeting a part of the cost of
              the project and/or other requirements of funds. The Borrower shall
              furnish an undertaking in the form required by the Lender, whereby
              the Borrower shall take the responsibility for making arrangement
              satisfactory to the Lender for meeting the shortfall, if any, in
              the cash accruals envisaged during the above period. The funds
              brought in to meet the shortfall in cash accruals shall be in such
              form and manner and at such time as may be required by the Lender.

         ii)  The Lender shall retain the right to appoint one nominee on the
              Board of Directors of the Borrower during the currency of its
              assistances.


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                                   ARTICLE VI
           CONDITIONS APPLICABLE DURING THE CURRENCY OF THIS AGREEMENT


6.1      PARTICULAR AFFIRMATIVE COVENANTS

         The Borrower shall

         a)   UTILISATION OF LOAN

              Use the proceeds of the Loan for the purpose of the Loan. If, for
              any reason the Borrower finds itself unable to comply with this
              condition, it shall immediately inform the Lender in writing of
              the same and the reasons therefor and shall, unless otherwise
              agreed to by the Lender, repay forthwith the outstanding balance
              of the Loan together with interest and all other monies payable in
              respect thereof.

         b)   CONDUCT OF BUSINESS

              Carry out its operations with due diligence and efficiency and in
              accordance with sound technical, financial and managerial
              standards and business practices.

         c)   ADVERSE CHANGES IN PROFITS AND PRODUCTION

              Promptly inform the Lender of the happening of any labour strikes,
              lockouts, shut downs, fires or other similar happenings likely to
              have an adverse effect on the Borrower's profits or business and
              of any material changes in the rate of production or sales of the
              Borrower with an explanation of the reasons therefor.

         d)   INSURANCE

         i)   Keep insured upto the replacement value thereof as approved by the
              Lender (including surveyor's and architect's fees) the properties
              charged/to be charged to the Lender and such of its other
              properties as are of an insurable nature against fire, theft,
              lightning, explosion, earthquake, riot, strike, civil commotion,
              storm, tempest, flood, marine risks, erection risks, war risks,
              and such other risks as may be specified by the Lender.

        ii)   Duly pay all premia and other sums payable for that purpose. The
              insurance in respect of the properties charged/to be charged to
              the Lender shall be taken in the joint names of the Borrower and
              the Lender and any other person or institution having an insurable
              interest in the properties of the Borrower and acceptable to the
              Lender. The Borrower shall keep deposited with the Lender the
              insurance policies and renewals thereof.


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        iii)  Agree that, in the event of failure on the part of the Borrower to
              insure the properties or to pay the insurance premia or other sums
              referred to above, the Lender may get the properties insured or
              pay the insurance premia and other sums referred to above, as the
              case may be.

         e)   CORPORATE EXISTENCE

              Maintain its corporate existence and right to carry on its
              operations and promptly inform the Lender of any resolution
              passed/intended to be passed by the Borrower for its voluntary
              winding up or if it has notice of any application for winding up
              having been made or of any statutory notice of winding up under
              the provisions of the Companies Act, 1956 or any other notice
              under any other Act or otherwise of any suit or other legal
              process filed/initiated or intended to be filed/initiated against
              the Borrower or if a Receiver is appointed or any of its
              properties or business or undertaking.

         f)   CHANGES IN BOARD AND MANAGEMENT SET UP

              Keep the Lender promptly informed of any change that may occur or
              is likely to occur in the composition of its Board of Directors
              and its management set-up.

         g)   NEW PROJECT

              Keep the Lender informed of the progress of the Project,
              modernisation, diversification or substantial expansion of any
              Project that it might undertake during the period of the Loan.

6.2      NEGATIVE COVENANTS

         Unless the Lender otherwise agrees, the Borrower shall not:

         a)   DIVIDENDS

              Declare or pay any dividend to any of its Shareholders during any
              financial year, unless it has paid all the dues of the Lender upto
              the date on which the dividend is proposed to be declared or paid
              or has made satisfactory provision therefor.

         b)   CHARGES

              Create or permit any charge or lien on or transfer or alienate, in
              any manner, the assets referred to in Article III hereof.


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         c)   LOANS AND DEBENTURES

              Issue any debentures, raise any loans, or create any charge on its
              assets or give any guarantees. This provision shall not apply to
              normal trade guarantees or temporary loans and advances granted to
              staff or contractors or suppliers in the ordinary course of
              business or to raising of unsecured loans, overdrafts, cash credit
              or other facilities from banks in the ordinary course of business.

         d)   MERGER, CONSOLIDATION, ETC.

              Undertake or permit any merger, consolidation reorganisation,
              scheme of arrangement or compromise with its creditors or
              shareholders or effect any scheme of amalgamation or
              reconstruction.


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                                     : 14 :


                                   ARTICLE VII
                                    REPORTS

7.       The Borrower shall furnish to the Lender, such reports as may be
         required by the Lender.


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                                     : 15 :


                                  ARTICLE VIII
                                   INSPECTION

8.    a) PROJECT EXPENDITURE RECORDS

         The operations and financial conditions of the Borrower and such
         records shall be open to examination by the Lender and their authorised
         representatives.

      b) TECHNICAL, FINANCIAL AND LEGAL INSPECTIONS

         The Borrower shall -

         i)   Permit the Lender and its authorised representatives to carry out
              technical, financial and legal inspections of, the Borrower's
              properties and to visit any facilities and construction sites of
              the Borrower and to examine any plants, installations, sites,
              works, buildings, properties, equipment, records and documents
              relevant to the performance of the obligations of the Borrower
              under this Agreement. Any such representative of the Lender shall
              have free access at all reasonable times to the Borrower's
              properties and shall receive full cooperation and assistance from
              the employees of the Borrower.

         ii)  Permit any whole-time officer of the Lender or a qualified
              practising Auditor to examine the Borrower's books and papers and
              will give all facilities to enable any technically qualified
              person chosen by the Lender to report on the business of the
              Borrower at any time.

              Provided that, if the technically qualified person is not a
              whole-time employee of the Lender such technically qualified
              person shall be reasonably acceptable to the Borrower having
              regard to his other activities, if any.

         iii) The cost of inspection, including travelling and all other
              expenses, shall be payable by the Borrower to the Lender in this
              behalf.


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                                     : 16 :


                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES


9.1      If one or more of the events specified in this Section, happen(s), the
         Lender may, by a notice in writing to the Borrower, declare the
         principal of and all accrued interest on the Loan to be due and payable
         forthwith and the security created in terms of Article III of this
         Agreement shall become enforceable.

    EVENTS OF DEFAULT

    a)   DEFAULT IN PAYMENT OF PRINCIPAL SUMS OF THE LOAN

         Default has occurred in the payment of principal sums of the Loan on
         the due dates.

    b)   DEFAULT IN PAYMENT OF INTEREST

         Default has been committed by the Borrower in payment of any interest
         on the Loan and such default has continued for a period of thirty days.

    c)   DEFAULT IN PERFORMANCE OF COVENANTS AND CONDITIONS

         Default has occurred in the performance of any other covenant,
         condition or agreement on the part of the Borrower under this Agreement
         and any other agreement and such default has continued for a period of
         thirty days after notice in writing thereof has been given to the
         Borrower by the Lender.

    d)   SUPPLY OF MISLEADING INFORMATION

         Any information given by the Borrower in its Loan application, in the
         reports and other information furnished by the Borrower in accordance
         with the Reporting System and the warranties given/deemed to have been
         given by the Borrower to the Lender is misleading or incorrect in any
         material respect.

    e)   INABILITY TO PAY DEBTS

         If there is reasonable apprehension that the Borrower is unable to pay
         its debts or proceedings for taking it into liquidation, either
         voluntarily or compulsorily, may be or have been commenced.

    f)   INADEQUATE INSURANCE

         If the properties and assets offered to the Lender as security for the
         Loan have not been kept insured by the Borrower or depreciate in value
         to such an extent that, in the opinion of the Lender further security
         to the satisfaction of the Lender should be given and on advising the
         Borrower to that effect such security has not been given to the Lender.


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                                     : 17 :


    g)   SALE, DISPOSAL AND REMOVAL OF ASSETS

         If, without the prior approval of the Lender, any properties charged to
         the Lender are sold, disposed of, charged, encumbered or alienated or
         removed, pulled down or demolished.

    h)   REFUSAL TO DISBURSE LOANS BY OTHER FINANCIAL INSTITUTIONS

         If the other financial institution(s) or bank(s) with whom the Borrower
         has entered into agreements for financial assistance have refused to
         disburse its/their loan(s) or any part thereof or have recalled
         its/their loan(s) under their respective loan agreement(s) with the
         Borrower.

    i)   PROCEEDINGS AGAINST BORROWER

         The Borrower has voluntarily or involuntarily become the subject of
         proceedings under any bankruptcy or insolvency law or the Borrower is
         voluntarily or involuntarily dissolved.

    j)   INABILITY TO PAY DEBTS ON MATURITY

         The Borrower is unable or has admitted in writing its inability to pay
         its debts as they mature.

    k)   LIQUIDATION OR DISSOLUTION OF THE BORROWER

         The Borrower has taken or suffered to be taken any action for its
         reorganisation, liquidation or dissolution.

    l)   APPOINTMENT OF RECEIVER OR LIQUIDATOR

         A receiver or liquidator has been appointed or allowed to be appointed
         of all or any part of the undertaking of the Borrower.

    m)   ATTACHMENT OR DISTRAINT ON PROPERTIES

         If an attachment or distraint has been levied on the Borrower's
         properties or any part thereof or certificate proceedings have been
         taken or commenced for recovery of any dues from the Borrower.

    n)   EXTRA-ORDINARY CIRCUMSTANCES

         If extraordinary circumstances have occurred which make it improbable
         for the Project to be carried out and for the Borrower to fulfil its
         obligations under this Agreement.


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                                     : 18 :


9.2      NOTICE TO THE LENDER ON THE HAPPENING OF AN EVENT OF DEFAULT

         If any Event of Default or any event which, after the notice, or lapse
         of time, or both, would constitute an Event of Default has happened,
         the Borrower shall, forthwith give notice thereof to the Lender in
         writing specifying the nature of such Event of Default, or of such
         event.

9.3      EXPENSES OF PRESERVATION OF ASSETS OF BORROWER AND OF COLLECTION

         All expenses incurred by the Lender after an Event of Default has
         occurred in connection with -

         i)   preservation of the Borrower's assets (whether then or thereafter
              existing); and

        ii)   collection of amounts due under this Agreement shall be payable by
              the Borrower.


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                                     : 19 :


                                    ARTICLE X
                    CANCELLATION, SUSPENSION AND TERMINATION


10.1     CANCELLATION BY NOTICE TO THE LENDER

         The Borrower may, by notice in writing to the Lender, cancel all or any
         part of the Loan which the Borrower has not withdrawn prior to the
         giving of such notice.

10.2     SUSPENSION

         Further access by the Borrower to the use of the Loan may be suspended
         or terminated by the Lender on the happening of any Event of Default.

         The right of the Borrower to make withdrawals from the Loan shall
         continue to be suspended until the event which gave rise to such
         suspension shall have ceased to exist to the satisfaction of the Lender
         or until the Lender shall have notified the Borrower that the right to
         make withdrawals has been restored, whichever is earlier.

10.3     TERMINATION

         If any of the Events of Default shall occur and shall continue or if
         the Borrower shall not have withdrawn the Loan by the date referred to
         in Section 2.8 hereof or such later date as may be agreed to by the
         Lender or if the right of the Borrower to make withdrawals from the
         Loan shall have been suspended with respect to any amount of the Loan
         for a continuous period of thirty days, then, the Lender may, by notice
         in writing to the Borrower, terminate the right of the Borrower to make
         withdrawals. Upon such notice the undrawn amount of the Loan shall
         stand cancelled.

10.4     BENEFIT OR PROTECTION

         Notwithstanding any cancellation, suspension or termination, all the
         provisions of this Agreement for the benefit or protection of the
         Lender shall continue to be in full force and effect as herein
         specifically provided.


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                                     : 20 :


                                   ARTICLE XI
                                     WAIVER


11.      WAIVER NOT TO IMPAIR THE RIGHTS OF THE LENDER

         No delay in exercising or omission to exercise any right, power or
         remedy accruing to the Lender upon any default under this Agreement or
         security document shall impair any such right, power or remedy or shall
         be construed to be waiver thereof or any acquiescence in such default,
         nor shall the action or inaction of the Lender in respect of any
         default or any acquiescence affect or impair any right, power or remedy
         of the Lender in respect of any other default.


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                                     : 21 :


                                   ARTICLE XII
                                  MISCELLANEOUS


12.1     SERVICE OF NOTICE

         Any notice or request required or permitted to be given or made under
         this Agreement to the Lender or to the Borrower shall be in writing.
         Such notice or request shall be deemed to have been duly given or made
         when it shall be delivered by hand, mail or telegram to the party to
         which it is required or permitted to be given or made at such party's
         recognised address or at such other address as may be designated by
         such party.

12.2     EVIDENCE OF DEBT

    a)   The Lender shall maintain, in accordance with their usual practice,
         accounts evidencing the amounts from time to time lent by and owing to
         them under this Agreement.

    b)   In any legal action or proceedings arising out of or in connection with
         this Agreement, the entries made in the accounts maintained purusuant
         to sub-clause (a) above shall be prima-facie evidence of the existence
         and amount of obligations of the Borrower as therein recorded.


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                                     : 22 :


                                   SCHEDULE I
                              PURPOSE OF THE LOAN


         The Borrower has requested the Lender and the Lender has agreed to
provide to the Borrower the financial assistance by way of Corporate Loan of
Rs.800 lacs (Rupees eight hundred lacs only) to meet the Borrower's overall long
term requirement of funds.


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                                     : 23 :


                                   SCHEDULE II
                              AMORTIZATION SCHEDULE


                                                  (Rs. in lacs)

                                                   Principal amount
     Sr.   Date of            Payment of           outstanding after
     No.   Payment Due        Principal            each payment
     ---   -----------        ----------           -----------------
                                                        800.00

     01    15/01/1997            66.67                  733.33
     02    15/04/1997            66.67                  666.66
     03    15/07/1997            66.67                  599.99
     04    15/10/1997            66.67                  533.32
     05    15/01/1998            66.67                  466.65
     06    15/04/1998            66.67                  399.98
     07    15/07/1998            66.67                  333.31
     08    15/10/1998            66.67                  266.64
     09    15/01/1999            66.67                  199.97
     10    15/04/1999            66.67                  133.30
     11    15/07/1999            66.67                   66.63
     12    15/10/1999            66.63                    ---


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                                     : 24 :


         IN WITNESS WHEREOF the Borrower has caused its Common Seal to be
affixed hereto and to a duplicate hereof on the day, month and year first
hereinabove written and the Lender has caused the same and the said duplicate to
be executed by the hand of Shri V.M. Ketkar, Sr. V.P. of the Lender.

THE COMMON SEAL of the Wipro Ltd. has pursuant to the Resolution of its Board of
Directors passed in that behalf on the 23rd day of November 1995 hereunto been
affixed in the presence of Shri J. Shankar, Corporate Treasurer who has signed
these presents in token thereof and Shri Satish Menon, Company Secretary and
Corporate Counsel who has coutersigned the same in token thereof.

SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
Sr. V.P. an authorised official of the Lender.


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/s/ SHRI V.M. KETKAR
------------------------------------
Shri V.M. Ketkar, Sr. V.P.


/s/ SHRI J. SHANKAR
------------------------------------
Shri J. Shankar, Corporate Treasurer


/s/ SHRI SATISH MENON
------------------------------------
Shri Satish Menon, Company Secretary