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Jersey, Channel Islands		7389		33–0996780
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Michael W. Sturrock, Esq. Latham & Watkins LLP 80 Raffles Place #14–20 UOB Plaza 2 Singapore 048624 (65) 6536-1161		David W. Hirsch, Esq. Cleary Gottlieb Steen & Hamilton LLP Bank of China Tower One Garden Road Hong Kong (852) 2521-4122

Proposed maximum

Proposed maximum

Title of each class of

Amount to be

offering price

aggregate

Amount of

securities to be registered

registered(1)

per share(2)

offering price(2)

registration fee

Ordinary shares, par value 10 pence per share, each represented by one American Depositary Share(3)

11,989,708

$20.00

$239,794,160

$25,658

(1)	Includes (i) ordinary shares represented by American Depositary Shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public and (ii) additional ordinary shares represented by American Depositary Shares which may be purchased by the underwriters at their option to cover over-allotments, if any. The ordinary shares are not being registered for the purpose of sales outside the United States.
(2)	Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).
(3)	American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the ordinary shares registered hereby are being registered pursuant to a separate Registration Statement on Form F-6.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

		Per ADS				Total
Initial public offering price		$				$
Underwriting discounts and commissions		$				$
Proceeds before expenses to WNS (Holdings) Limited		$				$
Proceeds before expenses to selling shareholders		$				$

Morgan Stanley	Deutsche Bank Securities	Merrill Lynch & Co.

	Citigroup	UBS Investment Bank

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		Page
Prospectus Summary			1
Risk Factors			9
Special Note Regarding Forward-Looking Statements			24
Use of Proceeds			25
Dividends and Dividend Policy			26
Capitalization			27
Dilution			28
Exchange Rates			30
Selected Historical Consolidated and Pro Forma Financial and Operating Data			32
Pro Forma Condensed Combined Statement of Operations			35
Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Business			61
Management			77
Related Party Transactions			90
Principal and Selling Shareholders			91
Description of Share Capital			96
Description of American Depositary Shares			112
Shares Available for Future Sale			119
Taxation			122
Underwriting			129
Legal Matters			137
Experts			137
Enforcement of Civil Liabilities			138
Additional Information			140
Index To WNS (Holdings) Limited’s Consolidated Financial Statements			F-1
Index to Trinity Partners Inc.’s Consolidated Financial Statements			F-30

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•	significant currency fluctuations between the US dollar and the pound sterling (in which our revenue is principally denominated) and the Indian rupee (in which a significant portion of our costs are denominated);
•	legal uncertainty owing to the overlap of different legal regimes, and problems in asserting contractual or other rights across international borders;
•	potentially adverse tax consequences, such as scrutiny of transfer pricing arrangements by authorities in the countries in which we operate;
•	potential tariffs and other trade barriers;
•	unexpected changes in regulatory requirements;
•	the burden and expense of complying with the laws and regulations of various jurisdictions; and
•	terrorist attacks and other acts of violence or war.

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•	a classified board of directors with staggered three-year terms; and
•	the ability of our board of directors to determine the rights, preferences and privileges of our preferred shares and to issue the preferred shares without shareholder approval, which could be exercised by our board of directors to increase the number of outstanding shares and prevent or delay a takeover attempt.

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•	announcements of technological developments;
•	regulatory developments in our target markets affecting us, our clients or our competitors;
•	actual or anticipated fluctuations in our quarterly operating results;

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•	changes in financial estimates by securities research analysts;
•	changes in the economic performance or market valuations of other companies engaged in business process outsourcing;
•	addition or loss of executive officers or key employees;
•	sales or expected sales of additional shares or ADSs; and
•	loss of one or more significant clients.

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•	technological innovation;
•	telecommunications or technology disruptions;
•	future regulatory actions and conditions in our operating areas;
•	our dependence on a limited number of clients in a limited number of industries;
•	our ability to attract and retain clients;
•	our ability to expand our business or effectively manage growth;
•	our ability to hire and retain enough sufficiently trained employees to support our operations;
•	negative public reaction in the US or the UK to offshore outsourcing;
•	regulatory, legislative and judicial developments;
•	increasing competition in the business process outsourcing industry;
•	political or economic instability in India, Sri Lanka and Jersey;
•	worldwide economic and business conditions; and
•	our ability to successfully consummate strategic acquisitions.

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(a)	immediately following the date on which the distribution is proposed to be made, we will be able to discharge our liabilities as they fall due; and
(b)	having regard to our prospects and to the intentions of our directors with respect to the management of our business and to the amount and character of the financial resources that will in their view be available to us, we will be able to continue to carry on business and we will be able to discharge our liabilities as they fall due until the expiry of the period of one year immediately following the date on which the distribution is proposed to be made or until we are dissolved under Article 150 of the 1991 Law, whichever first occurs.

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•	on an actual basis; and
•	as adjusted to give effect to the sale by us of 4,473,684 ADSs in this offering at an assumed initial public offering price of $19.00 per ADS, the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions, estimated offering expenses payable by us, and further assuming no other change to the number of ADSs sold by us as set forth on the cover page of this prospectus.

			As of
			March 31, 2006
			Actual				As adjusted
			(US dollars in
			thousands, except share
			and per share data)
Shareholders’ equity:
Ordinary shares, $0.15 (10 pence) par value; Authorized: 40,000,000(1) shares
	Issued and outstanding: 35,321,511 shares, actual, and 39,795,195 as adjusted(2)		$	5,290				5,961
	Additional paid-in-capital			62,228				136,032	(3)(4)
	Ordinary shares subscribed			10				10
Retained earnings				4,104				4,104
Deferred share-based compensation				(582	)			(582	)
Accumulated other comprehensive income			$	7,114			$	7,114
	Total shareholders’ equity		$	78,164			$	152,639	(3)
Total capitalization			$	78,164			$	152,639	(3)

(1)	In May 2006, the authorized number of our ordinary shares was increased to 50,000,000.
(2)	Excludes (i) 6,662 ordinary shares issued upon exercise of options during the period April 1, 2006 to June 20, 2006; (ii) 3,899,758 ordinary shares issuable upon exercise of outstanding options and 66,018 ordinary shares reserved for future issuance under our Stock Incentive Plan as of June 20, 2006; and (iii) 3,000,000 ordinary shares reserved for future issuance under our 2006 Incentive Award Plan (including 600,000 ordinary shares issuable upon the exercise of options to be granted effective upon the completion of this offering (of which 320,000 are to be issued to certain of our directors and executive officers and 280,000 are to be issued to other employees) and 300,000 restricted share units to be issued effective upon the completion of this offering (of which 160,000 are to be issued to certain of our directors and executive officers and 140,000 are to be issued to other employees), each under the 2006 Incentive Award Plan). See “Management — Employee Benefit Plans — Stock Incentive Plan” and “Management — Employee Benefit Plans — WNS 2006 Incentive Award Plan.”
(3)	A $1.00 increase (decrease) in the assumed initial public offering price of $19.00 per ADS, would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $4.2 million.
(4)	Does not reflect the cost of directors and officers’ insurance premiums of $0.6 million related to this offering.

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Assumed initial public offering price per ADS							$	19.00
	Pro forma net tangible book value per ADS as of March 31, 2006(1)		$	1.01
	Increase in pro forma net tangible book value attributable to this offering per ADS		$	1.76
Pro forma net tangible book value per ADS after this offering							$	2.77
Dilution per ADS to new investors(2)							$	16.23

(1)	Excludes $1.7 million of deferred offering costs at March 31, 2006 which has been included in determining the increase in pro forma net tangible book value attributable to this offering.
(2)	If the underwriters’ over-allotment option is exercised in full, the net tangible book value per ADS after this offering would remain at $2.77 and dilution per ADS to new investors would remain at $16.23.

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																							Average
			Shares Purchased								Total Consideration								Average				Price
																			Price Per				Per
			Number				Percentage				Amount				Percentage				Share				ADS
Existing shareholders				35,321,511				88.8	%		$	65,092,819				43.4	%		$	1.84			$	1.84
New investors				4,473,684				11.2	%		$	84,999,996				56.6	%		$	19.00			$	19.00
	Total			39,795,195				100.0	%		$	150,092,815				100.0	%		$	3.77			$	3.77

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			Period End(1)				Average(1)(2)				High				Low
Fiscal Year:
	2007 (through June 30, 2006)			Rs.45.87				Rs.45.32				Rs.46.25				Rs.44.39
	2006			44.48				44.21				46.26				43.05
	2005			43.62				44.86				46.45				43.27
	2004			43.40				45.96				47.46				43.40
	2003			47.53				48.43				49.07				47.53
	2002			48.83				47.71				48.91				46.58
	2001			46.85				45.74				47.47				43.63
Month:
	June 2006			Rs.45.87				Rs.45.89				Rs.46.25				Rs.45.50
	May 2006			46.22				45.20				46.22				44.69
	April 2006			44.86				44.82				45.09				44.39
	March 2006			44.48				44.38				44.58				44.11
	February 2006			44.21				44.23				44.54				44.10
	January 2006			43.96				44.20				44.92				43.89
	December 2005			44.95				45.56				46.26				44.94
	November 2005			45.87				45.63				45.87				45.02
	October 2005			45.09				44.76				45.11				44.00
	September 2005			43.94				43.85				43.98				43.75
	August 2005			44.00				43.55				44.00				43.36

(1)	The noon buying rate at each period end and the average rate for each period may differ from the exchange rates used in the preparation of financial statements included elsewhere in this prospectus.
(2)	Represents the average of the noon buying rate for all days during the period.

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			Period End(1)				Average(1)(2)				High				Low
Fiscal Year:
	2007 (through June 30, 2006)			GBP0.54				GBP0.55				GBP0.58				GBP0.53
	2006			0.57				0.56				0.58				0.52
	2005			0.53				0.54				0.57				0.51
	2004			0.54				0.59				0.65				0.53
	2003			0.63				0.65				0.70				0.61
	2002			0.70				0.70				0.73				0.68
	2001			0.70				0.68				0.71				0.63
Month:
	June 2006			GBP0.54				GBP0.54				GBP0.55				GBP0.53
	May 2006			0.53				0.54				0.55				0.53
	April 2006			0.55				0.57				0.58				0.55
	March 2006			0.57				0.57				0.58				0.57
	February 2006			0.57				0.57				0.58				0.56
	January 2006			0.56				0.57				0.57				0.56
	December 2005			0.58				0.57				0.58				0.56
	November 2005			0.58				0.58				0.58				0.56
	October 2005			0.57				0.57				0.57				0.56
	September 2005			0.57				0.55				0.57				0.54
	August 2005			0.56				0.56				0.57				0.55

(1)	The noon buying rate at each period end and the average rate for each period may differ from the exchange rates used in the preparation of financial statements included elsewhere in this prospectus.
(2)	Represents the average of the noon buying rate for all days during the period.

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			For the Year Ended March 31,
			2006				2006				2005				2004				2003
			(US dollars in millions, except share and per share data)
			Unaudited
			pro forma
Consolidated Statement of Operations Data:
Revenue			$	210.4			$	202.8			$	162.2			$	104.1			$	54.6
Cost of revenue(1)				149.5				145.7				140.3				89.7				42.8
Gross profit				60.9				57.1				21.9				14.4				11.8
Operating expenses:
	SG&A(1)			40.7				36.3				24.9				18.8				10.9
	Amortization of intangible assets			2.0				0.9				1.4				2.6				1.8
Operating income (loss)				18.2				19.9				(4.4	)			(7.0	)			(0.9	)
Other income, net				0.6				0.5				0.2				0.3				0.3
Interest expense				(0.5	)			(0.4	)			(0.5	)			(0.1	)			(0.1	)
Income (loss) before income taxes				18.3				19.9				(4.7	)			(6.8	)			(0.7	)
(Provision) benefit for income taxes				(1.1	)			(1.6	)			(1.1	)			0.0				(1.0	)
Net income (loss)			$	17.2			$	18.3				(5.8	)			(6.7	)			(1.7	)
Income (loss) per share:
	Basic		$	0.50			$	0.56			$	(0.19	)		$	(0.22	)		$	(0.07	)
	Diluted		$	0.47			$	0.52			$	(0.19	)		$	(0.22	)		$	(0.07	)
Weighted-average shares outstanding (basic)				34,230,296				32,874,299				30,969,658				30,795,888				26,243,833
Weighted-average shares outstanding (diluted)				36,385,763				35,029,766				30,969,658				30,795,888				26,243,833

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		As of March 31,
		2006				2005				2004
		(US dollars in millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	18.5			$	9.1			$	14.8
Accounts receivable, net			28.1				25.2				18.1
Other current assets			10.8				9.7				9.5
Total current assets			57.4				44.0				42.5
Deposits and deferred tax asset			4.3				2.6				1.3
Goodwill and intangible assets, net			42.5				26.7				27.6
Property and equipment, net			30.6				24.7				15.3
Total assets			134.8				98.0				86.6
Note payable			—				10.0				—
Total current liabilities			53.5				54.8				39.4
Deferred tax liabilities — non-current			2.4				—				—
Other non-current liabilities			0.8				0.2				0.5
Total shareholders’ equity			78.2				43.0				46.7
Total liabilities and shareholders’ equity			134.8				98.0				86.6

		For the Year Ended March 31,
		2006				2005				2004				2003
		(US dollars in millions, except percentages and
		employee data)
Other Consolidated Financial Data:
Revenue		$	202.8			$	162.2			$	104.1			$	54.6
Gross profit as a percentage of revenue			28.1	%			13.5	%			13.8	%			21.6	%
Operating income (loss) as a percentage of revenue			9.8	%			(2.7	)%			(6.7	)%			(1.6	)%
Other Unaudited Consolidated Financial and Operating Data:
Revenue less repair payments(2)		$	147.9			$	99.0			$	49.9			$	25.6
Gross profit as a percentage of revenue less repair payments			38.6	%			22.1	%			28.9	%			46.1	%
Operating income (loss) as a percentage of revenue less repair payments			13.4	%			(4.4	)%			(14.1	)%			(3.6	)%
Number of employees (at period end)			10,433				7,176				4,472				2,348

(1)	Includes the following share-based compensation amounts:

			For the Year Ended March 31,
			2006				2006				2005				2004				2003
			(US dollars in millions)
			Unaudited
			pro forma
	Cost of revenue		$	0.1			$	0.1			$	0.0			$	0.0			$	0.0
	SG&A			2.3				1.8				0.2				0.2				0.1

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(2)	Revenue less repair payments is a non-GAAP measure. See the explanation below, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” and notes to the consolidated financial statements included in this prospectus. The following table reconciles our revenue (a GAAP measure) to revenue less repair payments (a non-GAAP measure):

		For the Year Ended March 31,
		2006				2005				2004				2003
		(US dollars in millions)
Revenue		$	202.8			$	162.2			$	104.1			$	54.6
Less: Payments to repair centers		$	54.9			$	63.2			$	54.2			$	29.0
Revenue less repair payments		$	147.9			$	99.0			$	49.9			$	25.6

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							Historical Trinity
							for the period from
			Historical WNS				April 1, 2005 to												Pro forma
			(Holdings)				November 15,				Pro forma								combined
			for fiscal 2006				2005				adjustments				Note				for fiscal 2006
Revenue			$	202.8			$	7.6			$	—							$	210.4
Cost of revenue				145.7				3.8				—								149.5
Gross profit				57.1				3.8				—								60.9
Operating expenses
	SG&A			36.3				3.9				0.4				2.3				40.6
	Amortization of intangible assets			0.9				—				1.2				2.4				2.1
Operating income (loss)				19.9				(0.1	)			(1.6	)							18.2
Other income, net				0.5				0.1				—								0.6
Interest expense				(0.4	)			(0.0	)			—								(0.5	)
Income before income taxes				19.9				(0.0	)			(1.6	)							18.3
(Provision) benefit for income taxes				(1.6	)			—				0.5				2.5				(1.1	)
Net income			$	18.3			$	(0.0	)		$	(1.1	)						$	17.2
Basic income per share			$	0.56															$	0.50
Diluted income per share			$	0.52															$	0.47
Weighted average shares outstanding
	Basic			32,874,299												2.6				34,230,296
	Diluted			35,029,766												2.6				36,385,763

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1.	Acquisition and Basis of Presentation

		(US dollars in millions)
Cash		$	6.8
Shares			12.8
Transaction costs			0.2
Total preliminary purchase price		$	19.8

		(US dollars in millions)
Goodwill		$	8.9
Client-related intangible assets			9.4
Net assets acquired and liabilities assumed			1.5
Total purchase price allocation		$	19.8

2.	Pro Forma Adjustments

2.1	There were no intercompany transactions between WNS Holdings and Trinity Partners for the period of this pro forma condensed combined statement of operations.
2.2	The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had WNS Holdings and Trinity Partners filed consolidated income tax returns, in the relevant income tax jurisdictions, during the period presented.

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2.3	WNS Holdings granted 104,716 shares to certain selling shareholders of Trinity Partners in connection with their employment contracts. The fair value of such shares amounting to approximately $0.6 million will be recognized as compensation expense over the one year period of the employment contract. The pro forma adjustment reflects the amortization of compensation expense for the period from April 1, 2005 to November 15, 2005 amounting to $0.4 million. For the period from November 16, 2005 to March 31, 2006, the amortization expense is included in the historical statement of operations of WNS Holdings.
2.4	Reflects the amortization of the client-related intangible assets for the period from April 1, 2005 to November 15, 2005 amounting to $1.2 million. For the period from November 16, 2005 to March 31, 2006, the amortization is included in the historical statement of operations of WNS Holdings.
2.5	The allocation of purchase price included a deferred tax liability related to the difference between the book and tax basis of the intangible assets. Pro forma adjustment reflects the change in such deferred tax liability due to the amortization of the intangible assets.
2.6	The basic and diluted weighted average shares outstanding include 2,107,901 shares issued related to the acquisition of Trinity Partners as if such shares had been issued on April 1, 2005.

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		Year Ended March 31,
		2006				2005				2004
		(US dollars in millions)
Revenue		$	202.8			$	162.2			$	104.1
Less: Payments to repair centers		$	54.9			$	63.2			$	54.2
Revenue less repair payments		$	147.9			$	99.0			$	49.9

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•	In fiscal 2003, we acquired Town & Country Assistance Limited (which we subsequently rebranded as WNS Assistance and which constitutes our reportable segment for financial statement purposes, called WNS Auto Claims BPO), a UK-based automobile claims handling company, thereby extending our service portfolio beyond the travel industry to include insurance-based automobile claims processing;
•	In fiscal 2003, we invested in capabilities to begin providing enterprise services and knowledge services to address the requirements of emerging industry segments in the offshore outsourcing context;
•	In fiscal 2003 and 2004, we invested in our infrastructure to expand our service portfolio from data-oriented processing to include complex voice and blended data/voice service capabilities, and commenced offering comprehensive processes in the travel and banking, financial services and insurance, or BFSI, industries;
•	In fiscal 2004, we acquired the health claims management business of Greensnow Inc.;
•	In fiscal 2005, we opened facilities in Gurgaon, India and Colombo, Sri Lanka, thereby expanding our operating footprint to nine delivery centers across India, Sri Lanka and the UK; and
•	In fiscal 2006, we acquired Trinity Partners, a provider of business process outsourcing services to financial institutions, focusing on mortgage banking.

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														Revenue Less Repair
		Revenue												Payments
		Year Ended March 31,												Year Ended March 31,
		2006				2005				2004				2006				2005				2004
Top five clients			41.0	%			40.1	%			44.8	%			52.8	%			56.4	%			56.2	%
Top ten clients			58.5	%			61.4	%			61.9	%			65.5	%			68.8	%			67.2	%
Top 20 clients			73.0	%			76.1	%			73.5	%			78.1	%			82.3	%			80.5	%

•	travel;
•	BFSI (which includes our WNS Auto Claims BPO segment); and
•	emerging businesses (which includes manufacturing, logistics, retail, utilities and professional services).

			Revenue												Revenue Less Repair Payments
			Year Ended March 31,												Year Ended March 31,
Business units			2006				2005				2004				2006				2005				2004
Travel				30.9	%			28.9	%			26.4	%			42.3	%			47.3	%			55.2	%
BFSI				55.6	%			61.4	%			66.3	%			39.1	%			36.8	%			29.6	%
Emerging businesses				13.5	%			9.7	%			7.3	%			18.6	%			15.9	%			15.2	%
	Total			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%

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			Revenue												Revenue Less Repair Payments
			Year Ended March 31,												Year Ended March 31,
Locations			2006				2005				2004				2006				2005				2004
UK				62.6	%			65.1	%			72.1	%			49.6	%			51.6	%			60.7	%
Europe (excluding the UK)				12.5	%			17.1	%			17.4	%			16.3	%			19.2	%			17.4	%
North America (primarily the US)				24.2	%			17.3	%			9.8	%			33.2	%			28.3	%			20.5	%
Rest of World				0.7	%			0.5	%			0.7	%			0.9	%			0.9	%			1.4	%
	Total			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%

•	per full-time equivalent arrangements typically involve billings based on the number of full-time employees (or equivalent) deployed on the execution of the business process outsourced;
•	per transaction arrangements typically involve billings based on the number of transactions processed (such as the number of e-mail responses, or airline coupons or insurance claims processed); and
•	cost-plus arrangements typically involve billing the contractually agreed direct and indirect costs and a fee based on the number of employees deployed under the arrangement.

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•	developing a broad client base which has resulted in limited reliance on any particular client;
•	seeking to balance our revenue base by targeting industries that offer significant offshore outsourcing potential;
•	addressing the largest markets for offshore business process outsourcing services, which provide geographic diversity across our client base; and
•	focusing our service mix on diverse data, voice and analytical processes, resulting in enhanced client retention.

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										Weighted
						Weighted				average fair				Weighted average
		No of options				average				value				intrinsic value
Grants made during the quarter ended		granted				exercise price				per share				per share
June 30, 2005			160,500			$	5.44			$	5.65			$	0.21
September 30, 2005			828,100				6.27				6.27				—
December 31, 2005			45,479				6.07				6.07				—
March 31, 2006			447,400				11.72				11.99				0.27

•	Achievement of major company milestones, such as key new client wins and acquisitions;
•	Public company comparables and private market transactions for sale of equity;
•	The absence of a public trading market for our shares;
•	Our recent operating results at the time of a grant;
•	The fact that we are majority owned by a single shareholder; and
•	The likelihood of our company selling our shares to the public in the future.

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			Revenue												Revenue Less Repair Payments
			Year Ended March 31,												Year Ended March 31,
			2006				2005				2004				2006				2005				2004
															Unaudited				Unaudited				Unaudited
Cost of revenue				71.9	%			86.5	%			86.2	%			61.4	%			77.9	%			71.1	%
Gross profit				28.1	%			13.5	%			13.8	%			38.6	%			22.1	%			28.9	%
Operating expenses:
	SG&A			17.9	%			15.3	%			18.1	%			24.6	%			25.1	%			37.7	%
	Amortization of intangible assets			0.4	%			0.9	%			2.5	%			0.6	%			1.4	%			5.2	%
Operating income (loss)				9.8	%			(2.7	)%			(6.7	)%			13.4	%			(4.4	)%			(14.1	)%
Non-operating income (expense), net				0.0	%			(0.2	)%			0.3	%			0.0	%			(0.3	)%			0.5	%
(Provision) benefit for income taxes				(0.8	)%			(0.7	)%			(0.0	)%			(1.1	)%			(1.1	)%			(0.1	)%
Net income (loss)				9.0	%			(3.6	)%			(6.5	)%			12.3	%			(5.8	)%			(13.5	)%

		Year Ended March 31,
		2006				2005				2004
Revenue			100.0	%			100.0	%			100.0	%
Less: Payments to repair centers			27.1	%			39.0	%			52.1	%
Revenue less repair payments			72.9	%			61.0	%			47.9	%

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		Year Ended March 31,								Year Ended March 31,								Year Ended March 31,
		2006								2005								2004
		WNS				WNS Auto				WNS				WNS Auto				WNS				WNS Auto
		Global				Claims				Global				Claims				Global				Claims
		BPO				BPO				BPO				BPO				BPO				BPO
		(US dollars in millions)
Segment revenue(1)		$	125.2			$	79.6			$	78.6			$	85.2			$	37.9			$	67.3
Less: Payments to repair centers		$	—			$	54.9			$	—			$	63.2			$	—			$	54.2
Revenue less repair payments (1)		$	125.2			$	24.7			$	78.6			$	22.0			$	37.9			$	13.1
Depreciation		$	8.7			$	1.8			$	6.9			$	1.5			$	4.3			$	1.0
Other costs		$	99.0			$	17.8			$	77.8			$	17.1			$	38.4			$	11.5
Segment operating income (loss)		$	17.5			$	5.1			$	(6.1	)		$	3.4			$	(4.8	)		$	0.6

(1)	Segment revenue includes inter-segment revenue of $2.0 million for fiscal 2006, $1.6 million for fiscal 2005 and $1.1 million for fiscal 2004.

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			Fiscal 2006																Fiscal 2005
			Three Months Ended																Three Months Ended
			Mar 2006(1)				Dec 2005(1)				Sep 2005				Jun 2005				Mar 2005				Dec 2004				Sep 2004				Jun 2004
			(US dollars in millions)
Revenue			$	52.9			$	49.8	(2)		$	48.9			$	51.2	(2)		$	49.0			$	42.5			$	36.5			$	34.1
Cost of revenue				37.3				34.1				35.6				38.7				37.1	(5)			37.9				32.8				32.5
Gross profit				15.6				15.7				13.4				12.4				11.9	(5)			4.6				3.7				1.6
Operating expenses:
	SG&A			11.4	(3)			9.7	(4)			8.2				7.1				6.8				6.3				5.7				6.1
	Amortization of intangibles assets			0.5				0.2				0.1				0.1				0.1				0.3				0.4				0.7
Operating income (loss)				3.7	(3)			5.8	(4)			5.1				5.3				5.1	(5)			(1.9	)			(2.3	)			(5.2	)
Non-operating income (expense)				0.2				(0.0	)			(0.1	)			(0.1	)			0.2				(0.4	)			0.5				(0.6	)
(Provision) benefit for income taxes				(0.3	)			0.1				(0.5	)			(0.9	)			(0.6	)			(0.4	)			(0.1	)			(0.1	)
Net income (loss)				3.7				5.9				4.4				4.4				4.7				(2.6	)			(1.9	)			(5.9	)

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		Fiscal 2006																Fiscal 2005
		Three Months Ended																Three Months Ended
		Mar 2006(1)				Dec 2005(1)				Sep 2005				Jun 2005				Mar 2005				Dec 2004				Sep 2004				Jun 2004
Gross profit (loss) as a percentage of revenue			29.5	%			31.5	%			27.3	%			24.3	%			24.4	% (5)			10.9	%			10.2	%			4.8	%
Operating income (loss) as a percentage of revenue			7.0	%(3)			11.6	%(4)			10.4	%			10.4	%			10.3	% (5)			(4.5	)%			(6.3	)%			(15.2	)%
Gross profit (loss) as a percentage of revenue less repair payments			37.6	%			40.8	%			38.4	%			37.5	%			39.1	% (5)			19.0	%			16.1	%			7.8	%
Operating income (loss) as a percentage of revenue less repair payments			9.0	%(3)			15.0	%(4)			14.6	%			16.0	%			16.5	% (5)			(7.9	)%			(10.0	)%			(24.9	)%

		Fiscal 2006																Fiscal 2005
		Three Months Ended																Three Months Ended
		Mar 2006(1)				Dec 2005(1)				Sep 2005				Jun 2005				Mar 2005				Dec 2004				Sep 2004				Jun 2004
		(US dollars in millions)
Revenue		$	52.9			$	49.8	(2)		$	48.9			$	51.2	(2)		$	49.0			$	42.5			$	36.5			$	34.1
Less: Payments to repair centers			11.5				11.3				14.1				18.0				18.5				18.2				13.3				13.2
Revenue less repair payments			41.4				38.4	(2)			34.8				33.2	(2)			30.6				24.3				23.2				20.9

(1)	The financial information for the quarters ended March 2006 and December 2005 reflects the acquisition of Trinity Partners in November 2005.
(2)	Revenue and revenue less repair payments in the quarters ended December 2005 and June 2005 include $2.4 million and $0.8 million, respectively, of revenue deferred from fiscal 2005. Costs associated with this revenue were however recognized in fiscal 2005.
(3)	SG&A expenses in the quarter ended March 2006 include $0.7 million for consulting and auditing fees, representing a portion of the professional fees relating to our preparations for becoming a public company. In addition, costs related to a recruitment drive were higher relative to the prior quarters in fiscal 2006.
(4)	SG&A expenses in the quarter ended December 2005 include share-based compensation cost of $1.4 million, of which $1.2 million related to the repurchase and modification of options.
(5)	Cost of revenue in the quarter ended March 2005 decreased significantly from levels in the preceding quarters due to completion of payments for client resources located in North America during the transfer period as described in “— Overview — Expenses — Cost of Revenue.”

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			Payments Due by Period
							Less than				2-3				4-5				More than
			Total				1 Year				Years				Years				5 Years
			(US dollars in thousands)
Operating leases			$	88,036			$	21,091			$	36,731			$	26,369			$	3,845
Purchase obligations				4,309				4,309				—				—				—
Capital lease obligations				195				193				2				—				—
	Total		$	92,540			$	25,593			$	36,733			$	26,369			$	3,845

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•	established reputation and industry leadership;
•	demonstrated ability to execute a diverse range of mission-critical and often complex business processes;
•	capability to scale employees and infrastructure without a diminution in quality of service; and
•	ability to innovate, add new operational expertise and drive down costs.

•	NASSCOM named us one of the top two Indian offshore business process outsourcers in 2005 and 2004;
•	neoIT ranked us as the best performing business process outsourcing company in 2005; and
•	Global Outsourcing named us the leading insurance outsourcer in India in 2005.

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•	offer a suite of services that can deliver a comprehensive industry-focused business process outsourcing program;
•	leverage our existing capabilities to win additional clients and identify new industry-specific service offerings;
•	cultivate client relationships that may involve few processes upon initial engagement to develop deeper engagements ultimately involving a number of integrated processes; and
•	recruit and retain talented employees by offering them industry-focused career paths.

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•	airlines;
•	travel intermediaries; and
•	others such as global distribution systems and network providers.

•	customer interaction: customer complaint resolution, loyalty program management;
•	passenger revenue accounting: refunds, fare audit, ticket coupon matching, sales accounting;

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•	cargo operations and accounting: scheduling, booking, flight planning, mail revenue accounting;
•	revenue management: seat allocation, processing meal requests, yield maximization through inventory management, fare filing, fare construction and quotation;
•	reporting and analytics: aircraft load factor, costs, market share, revenue and competition reports; and
•	other miscellaneous services: updating employee records, calculation of medical leave and overtime for staff.

•	integrated financial institutions;
•	mortgage banks and investors in mortgage-backed securities;
•	financial advisory service providers;
•	life, property and casualty, and health insurers;
•	insurance brokers and loss assessors; and
•	self-insured auto fleet owners.

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•	Enterprise Services, focused on finance and accounting, human resource and supply chain management services; and
•	Knowledge Services, focused on market, business and financial research and analytical services.

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Air Canada		Marsh
AVIVA		SITA
British Airways		Tesco
First Magnus Financial Corporation		Travelocity
GfK		Virgin Atlantic Airways
IndyMac Bank

		Year Ended March 31,
		2006				2005
Below $1 million			109				88
$1 million to $5 million			18				15
$5 million to $10 million			0				1
More than $10 million			4				3

•	Focused business process outsourcing service companies based in offshore locations like India, such as Genpact and ExlService Holdings Inc.;
•	Business process outsourcing divisions of numerous information technology service companies located in India such as Progeon, owned by Infosys Technologies Limited, Tata Consultancy Services Limited and Wipro BPO, owned by Wipro Technologies Limited; and
•	Global companies such as Accenture Ltd, Affiliated Computer Services Inc., Electronic Data Systems or, EDS, and International Business Machines Corporation, or IBM, which provide an array of products

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	and services including broad-based information technology, software, consulting and business process outsourcing services.

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	Recruiting and Retention

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			Space				Number of								Extendable
Location			(square feet)				Workstations/Seats				Lease Expiration(3)				Until(4)
India:
	Mumbai			84,429				1,059				April 30, 2008				May 15, 2011
				15,323				177				April 30, 2008				April 30, 2008
				99,752				1,236
	Gurgaon			90,995				763				October 31, 2008				April 30, 2014
	Pune-WNS			142,800				1,778				December 31, 2006				March 31, 2010
	Pune-NTrance(1)			66,460				900				March 10, 2007				March 9, 2014
	Nashik			13,825				277				April 30, 2007				December 30, 2009
				32,686				550				September 30, 2007				December 30, 2010
				46,511				827
	Pune-WNS(2)			36,700				354				February 2, 2011				February 2, 2011
	Mumbai(2)			37,000				411				May 1, 2015				May 1, 2015
				69,811				776				May 30, 2009				May 30, 2015
				13,770				205				May 1, 2015				May 1, 2015
				120,581				1,392
	Gurgaon(2)			51,244				661				September 30, 2010				March 31, 2015
Sri Lanka:(1)
	Colombo			30,000				376				July 31, 2007				July 31, 2007
UK:
	Ipswich			43,802				143				August 27, 2010				August 27, 2010
	Broadstairs			7,200				120				December 31, 2007				December 31, 2007

(1)	We use these delivery centers to provide services to one of our major clients. Our contracts with this client provide the client with an option to require us to transfer the relevant project and operations, including these delivery centers to

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	that client. See “Risk Factors — Risks Related to Our Business — We may lose some or all of the revenue generated by one of our major clients.”

(2)	Under construction. Number of workstations/seats is based on our estimates of workstations/seats available upon completion of construction of the respective facilities.
(3)	In each of our Mumbai and Nashik facilities, we have two separate lease agreements with different expiration/ extension option dates.
(4)	Reflects the expiration date if each of our applicable extension options are exercised.

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Name		Age				Designation
Directors
Ramesh N. Shah			57			Chairman of Board(1)(2)
Neeraj Bhargava			42			Co-Founder of WNS (Holdings) Limited, Director and Group Chief Executive Officer(2)
Zubin Dubash			46			Director and Group Chief Financial Officer(3)
Pulak Prasad			37			Director(2)
Nitin Sibal			32			Director(3)
Miriam Strouse			35			Director(3)
Jeremy Young			40			Director(2)
Guy Sochovsky			29			Director(2)
Timothy Hammond			41			Director(3)
New Directors
Eric B. Herr			58			Director(4)
Deepak S. Parekh			61			Director(4)
Executive Officers(5)
David Charles Tibble			53			Co-Founder of WNS (Holdings) Limited and Chairman, WNS UK
Anup Gupta			34			Chief Executive Officer — Travel Services
Edwin Donald Harrell			41			Chief Executive Officer — WNS Assistance
J.J. Selvadurai			45			Chief Executive Officer — Enterprise Services
Other Managers
Alan Stephen Dunning			49			Co-Founder of WNS (Holdings) Limited, Managing Director, WNS UK
Lyndon Rodrigues			45			Chief Information Officer
Amit Bhatia			37			Chief Executive Officer — Knowledge Services

(1)	Currently acting as Interim Chief Executive Officer — Banking, Financial Services and Insurance, or BFSI, (excluding WNS Assistance).
(2)	Individuals who will continue as our directors following the completion of this offering.
(3)	Individuals who will resign as our directors effective upon the completion of this offering.
(4)	Individuals who will become our directors effective upon the completion of this offering.
(5)	Other than executive officers who also are directors.

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•	Class I, whose term will expire at the annual general meeting to be held in 2007;
•	Class II, whose term will expire at the annual general meeting to be held in 2008; and
•	Class III, whose term will expire at the annual general meeting to be held in 2009.

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•	to serve as an independent and objective party to monitor our financial reporting process and internal control systems;
•	to review and appraise the audit efforts of our independent accountants and exercise ultimate authority over the relationship between us and our independent accountants; and
•	to provide an open avenue of communication among the independent accountants, financial and senior management and the board of directors.

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•	to assist the board of directors by identifying individuals qualified to become board members and members of board committees, to recommend to the board of directors nominees for the next annual meeting of shareholders, and to recommend to the board of directors nominees for each committee of the board of directors;
•	to monitor our corporate governance structure; and
•	to periodically review and recommend to the board of directors any proposed changes to the corporate governance guidelines applicable to us.

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		Number of Ordinary
		Shares Underlying				Exercise Price
Name		Options Outstanding(1)				per Share(2)				Expiration Date
Ramesh N. Shah			250,000				£3.50/ $6.14				July 14, 2015
Neeraj Bhargava			220,001				£1.00/ $1.75				July 1, 2012
			150,000				£1.45/ $2.54				January 1, 2014
			150,000				£3.50/ $6.14				September 1, 2015
Zubin Dubash			200,000				£1.50/ $2.63				September 6, 2014
			75,000				£3.50/ $6.14				September 1, 2015
			20,000				£7.00/ $12.28				February 21, 2016
Pulak Prasad			—				—				—
Nitin Sibal			—				—				—
Miriam Strouse			—				—				—
Jeremy Young			—				—				—
Guy Sochovsky			—				—				—
Timothy Hammond			—				—				—
David Charles Tibble			—				—				—
Anup Gupta			28,000				£1.00/ $1.75				August 1, 2012
			22,000				£1.40/ $2.46				July 18, 2013
			5,000				£3.00/ $5.26				April 11, 2015
			70,000				£3.50/ $6.14				September 1, 2015
			20,000				£7.00/ $12.28				February 21, 2016
Edwin Donald Harrell			25,000				£7.00/ $12.28				February 21, 2016
J.J. Selvadurai			33,333				£1.45/$2.54				January 1, 2014

(1)	The information in this table excludes the following options and restricted share units to be issued effective upon the completion of this offering to the following directors and executive officers under the WNS 2006 Incentive Award Plan: Ramesh N. Shah — 115,000 options and 57,500 restricted share units, Neeraj Bhargava — 135,000 options and 67,500 restricted share units, Zubin Dubash — 25,000 options and 12,500 restricted share units, Anup Gupta — 20,000 options and 10,000 restricted share units, Edwin Harrell — 5,000 options and 2,500 restricted share units and J.J. Selvadurai — 20,000 options and 10,000 restricted share units.
(2)	US dollar amounts based on convenience translation of $1.00 = £0.57 as of March 31, 2006.

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•

Options. The plan administrator may grant options on shares. The per share option exercise price of all options granted pursuant to the 2006 Incentive Award Plan will not be less than 100% of the fair market value of a share on the date of grant. No incentive stock option may be granted to a grantee who owns more than 10% of our outstanding shares unless the exercise price is at least 110% of the fair market value of a share on the date of grant. To the extent that the aggregate fair market value of the shares subject to an incentive stock option become exercisable for the first time by any optionee during any calendar year exceeds $100,000, such excess will be treated as a nonqualified option. The plan administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the plan administrator (and may involve a cashless exercise of the option). The term of options granted under the 2006 Incentive Award Plan may not exceed 10 years from the date of grant. However, the term of an incentive stock option granted to a person who owns more than 10% of our outstanding shares on the date of grant may not exceed five years.

Under the 2006 Incentive Award Plan, our independent directors will each receive an option to purchase 14,000 shares initially and an option to purchase 7,000 shares upon reelection to our board of directors at each annual meeting of shareholders thereafter. The options granted to independent directors will be non-qualified options with a per share exercise price equal to 100% of the fair market value of a share on the date that the option is granted. Options granted to independent directors will become exercisable in cumulative annual installments of 331/3 % on each of the first, second and third anniversaries of the date of grant.

•	Restricted Shares. The plan administrator may grant shares subject to various restrictions, including restrictions on transferability, limitations on the right to vote and/or limitations on the right to receive dividends.
•	Share Appreciation Rights. The plan administrator may grant share appreciation rights representing the right to receive payment of an amount equal to the excess of the fair market value of a share on the date of exercise over the fair market value of a share on the date of grant. The term of share appreciation rights granted may not exceed ten years from the date of grant. The plan administrator may elect to pay share appreciation rights in cash, in shares or in a combination of cash and shares.
•	Performance Shares and Performance Shares Units. The plan administrator may grant awards of performance shares denominated in a number of shares and/or awards of performance share units denominated in unit equivalents of shares and/or units of value, including dollar value of shares. These awards may be linked to performance criteria measured over performance periods as determined by the plan administrator.
•	Share Payments. The plan administrator may grant share payments, including payments in the form of shares or options or other rights to purchase shares. Share payments may be based upon specific performance criteria determined by the plan administrator on the date such share payments are made or on any date thereafter.
•	Deferred Shares. The plan administrator may grant awards of deferred shares linked to performance criteria determined by the plan administrator. Shares underlying deferred share awards will not be issued until the deferred share awards have vested, pursuant to a vesting schedule or upon the satisfaction of any vesting conditions or performance criteria set by the plan administrator. Recipients of deferred share awards generally will have no rights as shareholders with respect to such deferred shares until the shares underlying the deferred share awards have been issued.
•	Restricted Share Units. The plan administrator may grant restricted share units, subject to various vesting conditions. On the maturity date, we will transfer to the participant one unrestricted, fully transferable share for each vested restricted share unit scheduled to be paid out on such date. The plan administrator will specify the purchase price, if any, to be paid by the participant for such shares.

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•	Performance Bonus Awards. The plan administrator may grant a cash bonus payable upon the attainment of performance goals based on performance criteria and measured over a performance period determined appropriate by the plan administrator. Any such cash bonus paid to a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code may be a performance-based award as described below.
•	Performance-Based Awards. The plan administrator may grant awards other than options and share appreciation rights to employees who are or may be “covered employees,” as defined in Section 162(m) of the Internal Revenue Code, that are intended to be performance-based awards within the meaning of Section 162(m) of the Internal Revenue Code in order to preserve the deductibility of these awards for federal income tax purposes. Participants are only entitled to receive payment for performance-based awards for any given performance period to the extent that pre-established performance goals set by the plan administrator for the period are satisfied. The plan administrator will determine the type of performance-based awards to be granted, the performance period and the performance goals. Generally, a participant will have to be employed by us on the date the performance-based award is paid to be eligible for a performance-based award for any period.

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•	each person who is known to us to have more than 5.0% beneficial share ownership;
•	each of our directors and executive officers;
•	all of our directors and executive officers as a group;
•	all of our employees as a group; and
•	each selling shareholder.

																			Shareholding of WNS (Holdings) Limited
																			Immediately after the Offering
			Shareholding of WNS								Number of Shares				Number of Shares				Excluding Exercise of								Including Exercise of
			(Holdings) Limited as								sold in the				sold in the				the Over-Allotment								the Over-Allotment
			of June 20, 2006								Offering				Offering				Options								Option
											(excluding				(including
Shareholders’ Name			Shares				Percentage				optional shares)				optional shares)				Shares				Percentage				Shares				Percentage
5% or Greater Beneficial Share Owner
Warburg Pincus (1)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.38	%			21,366,644				53.64	%
	466 Lexington Avenue
	New York, New York 10017
	USA
British Airways plc				5,160,000				14.61	%			4,386,000				4,386,000				774,000				1.94	%			774,000				1.94	%
	Waterside P.O. Box 365
	Harmondsworth, Middlesex
	UK
Theodore Agnew (2)				1,956,228				5.54	%			1,075,925				1,075,925				880,303				2.21	%			880,303				2.21	%
	85 Gracechurch SV
	London EC3V 0AA
	UK

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																			Shareholding of WNS (Holdings) Limited
																			Immediately after the Offering
			Shareholding of WNS								Number of Shares				Number of Shares				Excluding Exercise of								Including Exercise of
			(Holdings) Limited as								sold in the				sold in the				the Over-Allotment								the Over-Allotment
			of June 20, 2006								Offering				Offering				Options								Option
											(excluding				(including
Shareholders’ Name			Shares				Percentage				optional shares)				optional shares)				Shares				Percentage				Shares				Percentage
Directors and Executive Officers (3)
Ramesh N. Shah				150,000				0.42	%			—				—				150,000				0.37	%			150,000				0.37	%
Neeraj Bhargava				320,001	(4)			0.90	%			—				32,000				320,001				0.80	%			288,001				0.72	%
Zubin Dubash				66,667	(4)			0.19	%			—				—				66,667				0.16	%			66,667				0.16	%
Pulak Prasad(5)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.38	%			21,366,644				53.64	%
Nitin Sibal(6)				—				—				—				—				—				—				—				—
Miriam Strouse(5)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.38	%			21,366,644				53.64	%
Jeremy Young(5)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.38	%			21,366,644				53.64	%
Guy Sochovsky(6)				—				—				—				—				—				—				—				—
Timothy Hammond (7)				—				—				—				—				—				—				—				—
David Charles Tibble				1,088,182				3.08	%			88,182				88,182				1,000,000				2.51	%			1,000,000				2.51	%
Anup Gupta				51,667	(4)			0.15	%			—				—				51,667				0.13	%			51,667				0.13	%
Edwin Donald Harrell				75,000				0.21	%			—				—				75,000				0.19	%			75,000				0.19	%
J.J. Selvadurai				283,333				0.80	%			—				15,000				283,333				0.71	%			268,333				0.68	%
All our directors and executive officers as a group (ten persons)(8)				24,891,494				69.56	%			88,182				1,625,182				24,803,312				62.27	%			23,266,312				58.41	%
Employees(9)
Employees (excluding our directors and executive officers)				3,545,327				9.64	%			130,401				169,401				3,414,926				8.58	%			3,375,926				8.48	%
Selling Shareholders
Warburg Pincus (1)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.38	%			21,366,644				53.64	%
	466 Lexington Avenue
	New York,
	New York 10017
	USA
British Airways plc				5,160,000				14.61	%			4,386,000				4,386,000				774,000				1.94	%			774,000				1.94	%
	Waterside
	P.O. Box 365
	Harmondsworth,
	Middlesex
	UK
Neeraj Bhargava				320,001	(4)			0.90	%			—				32,000				320,001				0.80	%			288,001				0.72	%
	93 Chitrakoot Altamount Road Mumbai 400026 India
Theodore Agnew(2)				1,956,228				5.54	%			1,075,925				1,075,925				880,303				2.21	%			880,303				2.21	%
	85 Gracechurch SV
	London EC3V 0AA
	UK
Bolton Agnew				391,241				1.11	%			215,183				215,183				176,058				0.44	%			176,058				0.44	%
	Oulton Hall Norwich Norfolk NR11 6NY UK

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																			Shareholding of WNS (Holdings) Limited
																			Immediately after the Offering
			Shareholding of WNS								Number of Shares				Number of Shares				Excluding Exercise of								Including Exercise of
			(Holdings) Limited as								sold in the				sold in the				the Over-Allotment								the Over-Allotment
			of June 20, 2006								Offering				Offering				Options								Option
											(excluding				(including
Shareholders’ Name			Shares				Percentage				optional shares)				optional shares)				Shares				Percentage				Shares				Percentage
David Charles Tibble				1,088,182				3.08	%			88,182				88,182				1,000,000				2.51	%			1,000,000				2.51	%
	Ash House
	Fairfield Avenue
	Staines
	Middlesex TW18 4AN
	UK
Vivek Shivpuri				327,149				0.93	%			—				14,000				327,149				0.82	%			313,149				0.79	%
	7520, East Placita
	Ventana Nayes
	Tuscon, Arizona 85750
	USA
Amit Gujral				314,696				0.89	%			—				10,000				314,696				0.80	%			304,696				0.77	%
	7563, East Placita De
	La Vina
	Tuscon, Arizona 85750
	USA
J.J. Selvadurai				283,333				0.80	%			—				15,000				283,333				0.71	%			268,333				0.67	%
	31, The Goffs
	Eastbourne,
	East Sussex
	BN21 1HF
	UK
John Walker				130,401				0.37	%			130,401				130,401				—				0.00	%			—				0.00	%
	8, Vellyview Drive
	Rushmere, St. Andrew
	Ipswich, Suffolk
	IP4 5UW
	UK
Ajay Ratanlal Bohora				50,000				0.14	%			50,000				50,000				—				0.00	%			—				0.00	%
	Bohora Park
	Gangapur Road
	Nashik 422002
	India
Nicola Casado				9,333				0.03	%			9,333				9,333				—				0.00	%			—				0.00	%
	Calle Constantino
	Rodriguez 15 Chalet 6
	Pozuelo de Alarcon
	28223, Madrid
	Spain

(1)

The shareholders are Warburg Pincus Private Equity VIII, L.P., or WP VIII, and Warburg Pincus International Partners, L.P., or WPIP, including two affiliated partnerships. Warburg Pincus Partners, LLC, a subsidiary of Warburg Pincus & Co., or WP, is the sole general partner of WP VIII and WPIP. WP VIII and WPIP are managed by Warburg Pincus LLC, or WP LLC. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities.

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(2)	Of the 1,956,228 shares held by Theodore Agnew, 1,304,161 are indirectly held via a trust which is controlled by Theodore Agnew, and the remainder are held directly.
(3)	Does not include 160,000 restricted share units to be issued to certain of our directors and executive officers effective upon the completion of this offering.
(4)	Options exercisable within 60 days of June 20, 2006.
(5)	Pulak Prasad, Miriam Strouse and Jeremy Young, directors of our company, are Managing Directors and members of Warburg Pincus LLC. All shares indicated as owned by Pulak Prasad, Miriam Strouse and Jeremy Young are included because of their affiliation with the Warburg Pincus entities. Pulak Prasad, Miriam Strouse and Jeremy Young disclaim beneficial ownership of all shares held by the Warburg Pincus entities.
(6)	Nitin Sibal and Guy Sochovsky are Vice Presidents of Warburg Pincus LLC. Nitin Sibal and Guy Sochovsky do not have voting or investment discretion with respect to the shares of our company held by Warburg Pincus, and therefore they are not deemed to beneficially own such shares.
(7)	Timothy Hammond is a senior manager of British Airways. Timothy Hammond does not have voting or investment discretion with respect to the shares of our company held by British Airways, and therefore he is not deemed to beneficially own such shares.
(8)	Includes the shares beneficially owned by Pulak Prasad, Miriam Strouse and Jeremy Young, nominee directors of Warburg Pincus, because of their affiliation with the Warburg Pincus entities. Pulak Prasad, Miriam Strouse and Jeremy Young disclaim beneficial ownership of all shares held by the Warburg Pincus entities.
(9)	Does not include 140,000 restricted share units to be issued to our employees effective upon the completion of this offering. See “Management — Outstanding Options.”

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•	increase our authorized or paid up share capital;
•	consolidate and divide all or any part of our shares into shares of a larger amount;
•	sub-divide all or any part of our shares into shares of smaller amount than is fixed by our memorandum of association;
•	convert any of our issued or unissued shares into shares of another class;
•	convert all our issued par value shares into no par value shares and vice versa;
•	convert any of our paid-up shares into stock, and reconvert any stock into any number of paid-up shares of any denomination;
•	convert any of our issued limited shares into redeemable shares which can be redeemed;
•	cancel shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of the authorized share capital by the amount of the shares so cancelled;
•	reduce our issued share capital; or
•	alter our Memorandum or Articles of Association.

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•	the consideration of our annual financial statements and report of our directors and auditors;
•	the election of directors (if necessary);
•	the appointment of auditors and the fixing of their remuneration;
•	the sanction of dividends; and
•	the transaction of any other business of which notice has been given.

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•	it is in respect of a share which is fully paid up;
•	it is in respect of only one class of shares;
•	it is in favor of a single transferee or not more than four joint transferees;
•	it is duly stamped, if so required; and
•	it is delivered for registration to our registered office for the time being or another place that we may from time to time determine accompanied by the certificate for the shares to which it relates and any other evidence as we may reasonably require to prove the right of the transferor or person renouncing to make the transfer or renunciation.

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•	controlling possible conflicts of interests between us and our directors, such as loans by us or directors, and contracts between us and our directors other than a duty on directors to disclose an interest in any transaction to be entered into by us or any of our subsidiaries which to a material extent conflicts with our interest;
•	specifically requiring particulars to be shown in our accounts of the amount of loans to officers or directors’ emoluments and pensions, although these would probably be required to be shown in our accounts in conformity to the requirement that accounts must be prepared in accordance with generally accepted accounting principles;
•	requiring us to file details of charges other than charges of Jersey realty; or
•	as regards statutory preemption provisions in relation to further issues of shares.

Corporate Law Issue		Delaware Law		Jersey Law
Special Meetings of Shareholders		Shareholders of a Delaware corporation generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.		Under the 1991 Law, directors shall, notwithstanding anything in a Jersey company’s articles of association, call a general meeting on a members’ requisition. A members’ requisition is a requisition of members holding not less than one-tenth of the total voting rights of the members of the company who have the right to vote at the meeting requisitioned. Failure to call an annual general meeting in accordance with the requirements of the 1991 Law is a criminal offense on the part of a Jersey company and its directors. The JFSC may, on the application of any officer, secretary or member call, or direct the calling of, an annual general meeting.
Interested Director Transactions		Interested director transactions are not voidable if (i) the material facts as to the interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by		A director of a Jersey company who has an interest in a transaction entered into or proposed to be entered into by the company or by a subsidiary which conflicts or may conflict with the interests of the company and of which the

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Corporate Law Issue		Delaware Law		Jersey Law
		the affirmative vote of a majority of the disinterested directors, (ii) the material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote on the matter or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the shareholders.		director is aware, must disclose the interest to the company. Failure to disclose an interest entitles the company or a member to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit. A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose if the transaction is confirmed by special resolution and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed. Without prejudice to its power to order that a director account for any profit, a court shall not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith thereunder would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into.
Cumulative Voting		Delaware law does not require that a Delaware corporation provide for cumulative voting. However, the certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.		There are no provisions in the 1991 Law relating to cumulative voting.
Approval of Corporate Matters by Written Consent		Unless otherwise specified in a Delaware corporation’s certificate of incorporation, action required or permitted to be taken by shareholders at an annual or special meeting may be taken by shareholders without a meeting, without notice and without a vote, if consents, in writing, setting forth the action, are signed by		Insofar as the memorandum or articles of a Jersey company do not make other provision in that behalf, anything which may be done at a meeting of the company (other than remove an auditor) or at a meeting of any class of its members may be done by a resolution in writing signed by or on behalf of each member

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Corporate Law Issue		Delaware Law		Jersey Law
		shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated. No consent is effective unless, within 60 days of the earliest dated consent delivered to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation.		who, at the date when the resolution is deemed to be passed, would be entitled to vote on the resolution if it were proposed at a meeting. A resolution shall be deemed to be passed when the instrument, or the last of several instruments, is last signed or on such later date as is specified in the resolution.
Business Combinations		With certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.		A sale or disposal of all or substantially all the assets of a Jersey company must be approved by the board of directors and, only if the Articles of Association of the company require, by the shareholders in general meeting. A merger between two or more Jersey companies must be documented in a merger agreement which must be approved by special resolution of each of the companies merging.
Limitations on Directors Liability		A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, shares repurchases or shares barring redemptions, or any transaction from which a director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under US federal securities laws.		The 1991 Law does not contain any provisions permitting Jersey companies to limit the liability of directors for breach of fiduciary duty. Any provision, whether contained in the articles of association of, or in a contract with, a Jersey company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company is void (subject to what is said below).

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Corporate Law Issue		Delaware Law		Jersey Law
Indemnification of Directors and Officers		A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.		The prohibition referred to above does not apply to a provision for exempting a person from or indemnifying the person against (a) any liabilities incurred in defending any proceedings (whether civil or criminal) (i) in which judgment is given in the person’s favor or the person is acquitted, (ii) which are discontinued otherwise than for some benefit conferred by the person or on the person’s behalf or some detriment suffered by the person, or (iii) which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the proceedings, (b) any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company, (c) any liability incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty or breach of trust under Article 212 of the 1991 Law in which relief is granted to the person by the court or (d) any liability against which the company normally maintains insurance for persons other than directors.
Appraisal Rights		A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu		The 1991 Law does not confer upon shareholders any appraisal rights.

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Corporate Law Issue		Delaware Law		Jersey Law
		of the consideration the shareholder would otherwise receive in the transaction.
Shareholder Suits		Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.		Under Article 141 of the 1991 Law, a shareholder may apply to court for relief on the ground that a company’s affairs are being conducted or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members (including at least the member making the application) or that an actual or proposed act or omission by the company (including an act or omission on its behalf) is or would be so prejudicial. There may also be common law personal actions available to shareholders.
				Under Article 143 of the 1991 Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the 1991 Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders.
Inspection of Books and Records		All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.		The register of members and books containing the minutes of general meetings or of meetings of any class of members of a Jersey company must during business hours be open to the inspection of a member of the company without charge. The register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the

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Corporate Law Issue		Delaware Law		Jersey Law
				inspection of a member or director of the company without charge.
Amendments to Charter		Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation; a provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote.		The Memorandum and Articles of Association of a Jersey company may only be amended by special resolution (being a two-thirds majority) passed by members in general meeting or by written resolution signed by all the members entitled to vote.

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•	we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;
•	we fail to deliver satisfactory documents to the depositary bank; or
•	it is not reasonably practicable to distribute the rights.

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•	we do not timely request that the property be distributed to you or if we ask that the property not be distributed to you;
•	we do not deliver satisfactory documents to the depositary bank; or
•	the depositary bank determines that all or a portion of the distribution to you is not reasonably practicable.

•	the ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained;
•	all preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised;

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•	you are duly authorized to deposit the ordinary shares;
•	the ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement); and
•	the ordinary shares presented for deposit have not been stripped of any rights or entitlements.

•	during temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends;
•	when obligations to pay fees, taxes and similar charges are due; and
•	when restrictions are imposed because of laws or regulations applicable to ADSs or the withdrawal of the securities on deposit.

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Service		Fees
Issuance of ADSs		Up to $0.05 per ADS issued
Cancellation of ADSs		Up to $0.05 per ADS canceled
Distribution of ADSs		Up to $0.05 per ADS issued
Distribution of cash dividends or other cash distribution		Up to $0.02 per ADS held
Annual servicing fee (payable only to the extent no fee for the distribution of cash dividends or other cash distribution is payable)		Currently no fee, but may in future be up to $0.02 per ADS held

•	fees for the transfer and registration of ordinary shares (i.e., upon deposit and withdrawal of ordinary shares);
•	expenses incurred for converting foreign currency into US dollars;
•	expenses for cable, telex and fax transmissions and for delivery of securities; and
•	taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit).

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•	For a period of six months after termination, you will be able to request the cancellation of your ADSs and the withdrawal of the ordinary shares represented by your ADSs and the delivery of all other property held by the depositary bank in respect of those ordinary shares on the same terms as prior to the termination. During such six months’ period the depositary bank will continue to collect all distributions received on the ordinary shares on deposit (i.e., dividends) but will not distribute any such property to you until you request the cancellation of your ADSs.
•	After the expiration of such six months’ period, the depositary bank may sell the securities held on deposit. The depositary bank will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary bank will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding.

•	We and the depositary bank are obligated only to take the actions specifically stated in the deposit agreement. The depositary bank shall have no liability to us or the holders of the ADSs in the absence of gross negligence or willful misconduct.
•	The depositary bank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.
•	The depositary bank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.
•	We and the depositary bank will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.
•	We and the depositary bank disclaim any liability if we are prevented or forbidden from acting on account of any law or regulation, any provision of our Articles of Association or Memorandum of Association, any provision of any securities on deposit or by reason of any act of God or war or other circumstances beyond our control.
•	We and the depositary bank disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our Articles of Association or Memorandum of Association or in any provisions of securities on deposit.

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•	We and the depositary bank further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs or authorized representative thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.
•	We and the depositary bank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to you.
•	We and the depositary bank may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.
•	We and the depositary bank also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

•	distribute the foreign currency to holders for whom the distribution is lawful and practicable; or
•	hold the foreign currency (without liability for interest) for the applicable holders.

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•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of directly or indirectly, any shares, or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;
•	request or demand that we file a registration statement related to the ordinary shares or ADSs; or
•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs;

•	the sale of shares or ADSs to the underwriters;
•	transactions by any person other than us relating to share, ADSs or other securities acquired in open market transactions after the completion of this offering of the ordinary shares or ADSs;

•	the issuance by us of shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
•	the issuance by us of shares, or options to purchase shares, pursuant to our Stock Incentive Plan or our 2006 Incentive Award Plan;
•	the issuance by us of shares in connection with our acquisition of or merger with or into any other company (provided that the amount of shares issued in connection with any such transaction does not in the aggregate exceed 10% of our total shares outstanding at the time of this offering);
•	the filing by us of any registration statement on Form S-8 relating to the offering of securities pursuant to the terms of a stock incentive plan in effect on the date of the underwriting agreement;
•	transfers by a selling shareholder of shares or any security convertible into shares as a bona fide gift; and
•	distributions by a selling shareholder of shares or any security convertible into shares to limited partners or stockholders of the selling shareholder.

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•	banks;
•	certain financial institutions;
•	insurance companies;
•	broker dealers;
•	traders that elect to mark-to-market;

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•	tax-exempt entities;
•	persons liable for alternative minimum tax;
•	real estate investment trusts;
•	regulated investment companies;
•	US expatriates;
•	persons holding ADSs or ordinary shares as part of a straddle, hedging, conversion or integrated transaction;
•	persons that actually or constructively own 10% or more of our voting stock; or
•	persons holding ADSs or ordinary shares through partnerships or other pass-through entities.

•	a citizen or resident of the US;
•	a corporation (or other entity taxable as a corporation) organized under the laws of the US, any State thereof or the District of Columbia;
•	an estate whose income is subject to US federal income taxation regardless of its source; or
•	a trust that (1) is subject to the supervision of a court within the US and the control of one or more US persons or (2) has a valid election in effect under applicable US Treasury regulations to be treated as a US person.

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•	at least 75% of its gross income is passive income, or
•	under the PFIC asset test at least 50% of the value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income.

•	the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,
•	the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income, and

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•	the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge normally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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			Number of
Name			ADSs
Morgan Stanley & Co. International Limited
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Citigroup Global Markets Inc.
UBS Securities LLC
	Total			10,428,708

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•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or ADSs, or any securities convertible into or exercisable or exchangeable for shares or ADSs;
•	request or demand that we file a registration statement related to the ordinary shares or the ADSs; or
•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares or ADSs;

•	the sale of shares or ADSs to the underwriters; or
•	transactions by any person other than us relating to shares, ADSs or other securities acquired in open market transactions after the completion of the offering of the ADSs;

•	the issuance by us of shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
•	the issuance by us of shares, or options to purchase shares, pursuant to our Stock Incentive Plan or our 2006 Incentive Award Plan;
•	the issuance by us of shares in connection with our acquisition of or merger with or into any other company (provided that the amount of shares issued in connection with any such transaction does not in the aggregate exceed 10% of our total shares outstanding at the time of this offering);
•	the filing by us of any registration statement on Form S-8 relating to the offering of securities pursuant to the terms of a stock incentive plan in effect on the date of the underwriting agreement;
•	transfers by a selling shareholder of shares or any security convertible into shares as a bona fide gift; and
•	distributions by a selling shareholder of shares or any security convertible into shares to limited partners or stockholders of the selling shareholder.

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(a)	to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b)	to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(c)	by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Morgan Stanley & Co. International Limited, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated; or
(d)	in any other circumstances falling within Article 3(2) of the Prospectus Directive.

(a)	it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and
(b)	in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the ADSs acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of Morgan Stanley & Co. International Limited, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated has been given to the offer or resale; or (ii) where ADSs have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those ADSs to it is not treated under the Prospectus Directive as having been made to such persons.

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(a)	has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any of the ADSs other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(b)	has not issued or does not have in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the ADSs, which is directed at or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect of the ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

•	in accordance with any exemption from the registration requirements of the Korean Securities and Exchange Law, and
•	in compliance with applicable provisions of South Korean law, including, without limitation, the Foreign Exchange Transaction Law and Regulations.

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(a)	a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b)	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

(1)	to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA;
(2)	where no consideration is given for the transfer; or
(3)	by operation of law.

(a)

is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) has not offered or sold and will not offer or sell the ADSs other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the ADSs would otherwise constitute a contravention of Section 19 of the FSMA by us;

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(b)	has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the ADSs in circumstances in which Section 21(1) of the FSMA does not apply to us; and
(c)	has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the ADSs in, from or otherwise involving the UK.

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•	the court which pronounced the judgment has jurisdiction to entertain the case according to the principles recognized by Jersey law with reference to the jurisdiction of the US courts;
•	the judgment is final and conclusive — it cannot be altered by the courts which pronounced it;
•	there is payable pursuant to the judgment a sum of money, not being a sum payable in respect of tax or other charges of a like nature or in respect of a fine or other penalty;
•	the courts of the US have jurisdiction in the circumstances of the case;
•	the judgment can be enforced by execution in the jurisdiction in which the judgment is given;
•	the person against whom the judgment is given does not benefit from immunity under the principles of public international law;
•	there is no earlier judgment in another court between the same parties on the same issues as are dealt with in the judgment to be enforced;
•	the judgment was not obtained by fraud, duress and was not based on a clear mistake of fact; and
•	the recognition and enforcement of the judgment is not contrary to public policy in Jersey, including observance of the principles of natural justice which require that documents in the US proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal.

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•	recognize or enforce judgments of US courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the US or any state in the US; or
•	entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the US or any state in the US.

•	where the judgment has not been pronounced by a court of competent jurisdiction;
•	where the judgment has not been given on the merits of the case;
•	where the judgment appears on the face of the proceedings to be founded on an incorrect view of international law or a refusal to recognize the law of India in cases where such law is applicable;
•	where the proceedings in which the judgment was obtained were opposed to natural justice;
•	where the judgment has been obtained by fraud; or
•	where the judgment sustains a claim founded on a breach of any law in force in India.

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Consolidated Financial Statements
Report of Ernst & Young			F-2
Consolidated Balance Sheets as at March 31, 2006 and 2005			F-3
Consolidated Statements of Operations for the years ended March 31, 2006, 2005 and 2004			F-4
Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2006, 2005 and 2004			F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2006, 2005 and 2004			F-6
Notes to Consolidated Financial Statements			F-7

F-1

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F-2

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				March 31,
				2006				2005
ASSETS
Current assets
	Cash and cash equivalents			$	18,549			$	9,099
	Accounts receivable, net of allowance of $373 and $284, respectively				25,976				22,702
	Accounts receivable — related parties				2,105				2,533
	Funds held for clients				3,047				4,222
	Employee receivables				922				779
	Prepaid expenses				1,225				1,317
	Prepaid income taxes				2,488				2,374
	Deferred tax assets				353				432
	Other current assets				2,730				536
		Total current assets			57,395				43,994
Goodwill					33,774				26,550
Intangible assets, net					8,713				151
Property and equipment, net					30,623				24,670
Deposits					2,990				1,892
Deferred tax assets					1,308				722
TOTAL ASSETS				$	134,803			$	97,979
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Accounts payable			$	22,238			$	22,392
	Accounts payable — related parties				836				574
	Note payable				—				10,000
	Accrued employee costs				11,336				3,707
	Deferred revenue				8,994				11,478
	Income taxes payable				726				301
	Obligation under capital leases — current				184				315
	Deferred tax liabilities				368				317
	Other current liabilities				8,781				5,744
		Total current liabilities			53,463				54,828
Obligation under capital leases — non current					2				200
Deferred rent					824				—
Deferred tax liabilities — non current					2,350				—
Commitments and contingencies
Shareholders’ equity
	Ordinary shares, $0.15 (10 pence) par value Authorized: 40,000,000 shares,
	Issued and outstanding: 35,321,511 and 31,194,553 shares, respectively				5,290				4,585
	Additional paid-in-capital				62,228				43,522
	Ordinary shares subscribed: 4,346 and 82,333 shares, respectively				10				157
	Retained earnings (accumulated deficit)				4,104				(14,225	)
	Deferred share-based compensation				(582	)			(288	)
	Accumulated other comprehensive income				7,114				9,200
Total shareholders’ equity					78,164				42,951
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	134,803			$	97,979

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				Year ended March 31,
				2006				2005				2004
Revenue
	Third parties			$	186,500			$	144,666			$	86,805
	Related parties				16,309				17,507				17,253
					202,809				162,173				104,058
Cost of revenue (a)(b)					145,730				140,254				89,659
Gross profit					57,079				21,919				14,399
Operating expenses
	Selling, general and administrative expenses (a)(b)				36,347				24,887				18,825
	Amortization of intangible assets				856				1,416				2,600
Operating income (loss)					19,876				(4,384	)			(7,026	)
Other income, net (a)					456				172				324
Interest expense					(429	)			(496	)			(59	)
Income (loss) before income taxes					19,903				(4,708	)			(6,761	)
(Provision) benefit for income taxes					(1,574	)			(1,068	)			41
Net income (loss)				$	18,329			$	(5,776	)		$	(6,720	)
Basic income (loss) per share				$	0.56			$	(0.19	)		$	(0.22	)
Diluted income (loss) per share					0.52				(0.19	)			(0.22	)
(a)	Includes the following related party amounts:
	Cost of revenue			$	1,250			$	1,756			$	1,279
	Selling, general and administrative expenses				481				402				291
	Other income				250				—				—
(b)	Includes the following share-based compensation amounts:
	Cost of revenue			$	127			$	35			$	34
	Selling, general and administrative expenses				1,795				204				171

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																			Retained								Accumulated
			Ordinary shares								Additional				Ordinary				earnings				Deferred				other				Total
											paid-in-				shares				(accumulated				share-based				comprehensive				shareholders’
			Number				Par value				capital				subscribed				deficit)				compensation				income				equity
Balance at April 1, 2003				30,795,888			$	4,510			$	42,447			$	—			$	(1,729	)		$	(290	)		$	2,481			$	47,419
Stock options exercised				—				—				—				233				—				—				—				233
Stock options forfeited				—				—				(14	)			—				—				14				—				—
Amortization of deferred share-based compensation				—				—				—				—				—				188				—				188
Comprehensive loss:
	Net loss			—				—				—				—				(6,720	)			—				—				(6,720	)
	Foreign currency translation			—				—				—				—				—				—				5,540				5,540
Comprehensive loss																																(1,180	)
Balance at March 31, 2004				30,795,888				4,510				42,433				233				(8,449	)			(88	)			8,021				46,660
Shares issued for exercised options				398,665				75				667				(233	)			—				—				—				509
Stock options exercised				—				—				—				157				—				—				—				157
Stock options forfeited				—				—				(7	)			—				—				7				—				—
Deferred share-based compensation				—				—				429				—				—				(429	)			—				—
Amortization of deferred share-based compensation				—				—				—				—				—				222				—				222
Comprehensive loss:
	Net loss			—				—				—				—				(5,776	)			—				—				(5,776	)
	Foreign currency translation			—				—				—				—				—				—				1,179				1,179
Comprehensive loss																																(4,597	)
Balance at March 31, 2005				31,194,553				4,585				43,522				157				(14,225	)			(288	)			9,200				42,951
Shares issued for exercised options				1,710,936				286				2,901				(157	)			—				—				—				3,030
Shares issued to a Director				150,000				26				876				—				—				—				—				902
Shares issued for acquisition of Trinity Partners Inc.				2,266,022				393				13,354				—				—				(635	)			—				13,112
Stock options exercised				—				—				—				10				—				—				—				10
Stock options forfeited				—				—				(51	)			—				—				51				—				—
Deferred share-based compensation				—				—				166				—				—				(166	)			—				—
Purchase of immature shares and modification of options				—				—				1,460				—				—				—				—				1,460
Amortization of deferred share-based compensation				—				—				—				—				—				456				—				456
Comprehensive income:
	Net income			—				—				—				—				18,329				—				—				18,329
	Foreign currency translation			—				—				—				—				—				—				(2,086	)			(2,086	)
Comprehensive income				—				—				—				—				—				—				—				16,243
Balance at March 31, 2006				35,321,511			$	5,290			$	62,228			$	10			$	4,104			$	(582	)		$	7,114			$	78,164

F-5

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						Year ended March 31,
						2006				2005				2004
Cash flows from operating activities
	Net income (loss)					$	18,329			$	(5,776	)		$	(6,720	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization					11,308				9,857				7,949
		Share-based compensation					1,922				239				205
		Amortization of deferred financing cost					125				15				—
		Allowance for doubtful accounts					101				69				(104	)
		Gain on sale of property and equipment					(32	)			—				(76	)
		Deferred income taxes					(1,028	)			(71	)			(324	)
		Changes in operating assets and liabilities, net of effect of acquisition:
			Accounts receivable				(2,976	)			(8,687	)			(4,859	)
			Other current assets				628				(503	)			(2,813	)
			Deposits				(1,067	)			(779	)			(569	)
			Accounts payable				(290	)			(1,990	)			12,221
			Deferred revenue				(2,193	)			5,887				5,012
			Other current liabilities				10,019				3,560				1,675
				Net cash provided by operating activities			34,846				1,821				11,597
Cash flows from investing activities
	Acquisition, net of cash acquired						(3,862	)			—				(778	)
	Purchase of property and equipment (See Note 12)						(14,893	)			(18,267	)			(8,735	)
	Proceeds from sale of property and equipment						77				—				88
				Net cash used in investing activities			(18,678	)			(18,267	)			(9,425	)
Cash flows from financing activities
	Ordinary shares issued and subscribed						3,942				666				233
	Principal payments under capital leases						(299	)			(372	)			(296	)
	Proceeds from note payable, net of financing cost						—				9,860				—
	Repayment of note payable						(10,000	)			—				—
				Net cash (used in) provided by financing activities			(6,357	)			10,154				(63	)
Effect of exchange rate changes on cash and cash equivalents							(361	)			566				651
Net change in cash and cash equivalents							9,450				(5,726	)			2,760
Cash and cash equivalents at beginning of year							9,099				14,825				12,065
Cash and cash equivalents at end of year						$	18,549			$	9,099			$	14,825
Supplemental disclosure of cash flow information:
	Cash paid for interest					$	440			$	424			$	4
	Cash paid (refund) for income taxes						2,288				(749	)			988
	Assets acquired under capital leases						—				115				598
	Shares issued for the acquisition of Trinity Partners Inc.						13,747				—				—

F-6

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1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of preparation

	Use of estimates

	Foreign currency translation

	Revenue recognition

F-7

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F-8

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		Year ended March 31,
		2006				2005				2004
Balance at the beginning of the year		$	284			$	210			$	277
Charged to operations			134				217				123
Write-off, net of collections			(20	)			(83	)			(227	)
Reversal			(13	)			(65	)			—
Translation adjustment			(12	)			5				37
Balance at the end of the year		$	373			$	284			$	210

F-9

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Asset description		Asset life (in years)
Computers and software		3
Furniture, fixtures and office equipment		4-5
Vehicles		3
Leasehold improvements		Lesser of estimated useful life or lease term

	Goodwill and intangible assets

Asset description		Asset life (in months)
Customer related intangibles			24-60
Know-how			24
Covenant not-to-compete			24

F-10

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	Income taxes

	Employee benefits

	Defined contribution plans

F-11

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			Year ended March 31,
			2006				2005				2004
Numerator:
	Net income (loss)		$	18,329			$	(5,776	)		$	(6,720	)
Denominator:
	Basic weighted average ordinary shares outstanding			32,874,299				30,969,658				30,795,888
	Dilutive impact of stock options			2,155,467				—				—
	Diluted weighted average ordinary shares outstanding			35,029,766				30,969,658				30,795,888

F-12

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			Year ended March 31,
			2006				2005				2004
Net income (loss) as reported			$	18,329			$	(5,776	)		$	(6,720	)
Add: Share-based employee compensation expense included in reported net income (loss), net of related tax effects				1,709				239				205
Less: Share-based employee compensation expense determined based on the fair value of the options, net of related tax effects				(1,422	)			(1,229	)			(812	)
Pro forma net income (loss)			$	18,616			$	(6,766	)		$	(7,327	)
Basic income (loss) per share:
	As reported		$	0.56			$	(0.19	)		$	(0.22	)
	Pro forma			0.57				(0.22	)			(0.24	)
Diluted income (loss) per share:
	As reported		$	0.52			$	(0.19	)		$	(0.22	)
	Pro forma			0.53				(0.22	)			(0.24	)

		Year ended March 31,
		2006				2005				2004
Risk free interest rate			7	%			7	%			7	%
Dividend yield			—				—				—
Expected life in years			6				5				5

F-13

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3.	ACQUISITION OF TRINITY PARTNERS INC.

F-14

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		Amount
Cash		$	2,952
Accounts receivable			1,494
Other assets			365
Property and equipment			1,285
Customer contracts			7,080
Customer relationships			2,340
Deferred tax asset			858
Goodwill			8,889
Current liabilities			(1,718	)
Deferred tax liabilities			(3,768	)
Total purchase price		$	19,777

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			Year ended March 31,
			2006				2005
Revenue
	As reported		$	202,809			$	162,173
	Pro forma			210,356				167,684
Net income (loss)
	As reported		$	18,329			$	(5,776	)
	Pro forma			17,168				(8,296	)
Basic income (loss) per share
	As reported		$	0.56			$	(0.19	)
	Pro forma			0.50				(0.25	)
Diluted income (loss) per share
	As reported		$	0.52			$	(0.19	)
	Pro forma			0.47				(0.25	)

4.	PROPERTY AND EQUIPMENT

		March 31,
		2006				2005
Computers and software		$	27,021			$	23,295
Furniture, fixtures and office equipment			19,915				14,472
Vehicles			1,012				717
Leasehold improvements			9,857				8,564
Capital work-in-progress			1,874				613
			59,679				47,661
Accumulated depreciation and amortization			(29,056	)			(22,991	)
Property and equipment, net		$	30,623			$	24,670

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5.	GOODWILL AND INTANGIBLES

		March 31, 2006
						Accumulated
		Gross				amortization				Net
Customer contracts		$	12,945			$	6,396			$	6,549
Customer relationships			2,340				176				2,164
Know-how			310				310				—
Covenant not-to-compete			100				100				—
		$	15,695			$	6,982			$	8,713

		March 31, 2005
						Accumulated
		Gross				amortization				Net
Customer contracts		$	6,181			$	6,116			$	65
Know-how			315				249				66
Covenant not-to-compete			100				80				20
		$	6,596			$	6,445			$	151

Year ending March 31		Amount
2007		$	1,884
2008			1,884
2009			1,884
2010			1,884
2011			1,177
		$	8,713

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			WNS				WNS Auto
			Global BPO				Claims BPO				Total
Balance at April 1, 2003			$	3,604			$	18,774			$	22,378
	Goodwill arising on acquisition			209				—				209
	Foreign currency translation			302				3,084				3,386
Balance at March 31, 2004				4,115				21,858				25,973
	Foreign currency translation			17				560				577
Balance at March 31, 2005				4,132				22,418				26,550
	Goodwill arising on acquisition			8,889				—				8,889
	Foreign currency translation			(65	)			(1,600	)			(1,665	)
Balance at March 31, 2006			$	12,956			$	20,818			$	33,774

6.	INCOME TAXES

		March 31,
		2006				2005				2004
Current taxes
Domestic taxes		$	—			$	—			$	—
Foreign taxes			(2,602	)			(1,139	)			(283	)
			(2,602	)			(1,139	)			(283	)
Deferred taxes
Domestic taxes			—				—				—
Foreign taxes			1,028				71				324
			1,028				71				324
		$	(1,574	)		$	(1,068	)		$	41

		Year ended March 31,
Jurisdiction		2006				2005				2004
India		$	16,053			$	(7,416	)		$	(6,632	)
United States			(1,163	)			420				289
United Kingdom			5,821				1,653				(546	)
Other			(808	)			635				128
Income (loss) before income taxes		$	19,903			$	(4,708	)		$	(6,761	)

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			Year ended March 31,
			2006				2005				2004
Net income (loss) before taxes			$	19,903			$	(4,708	)		$	(6,761	)
Enacted tax rates in Jersey				0	%			0	%			0	%
Statutory income tax				—				—				—
(Provision) benefit due to:
	Foreign minimum alternative taxes and state taxes			—				(8	)			(63	)
	Differential foreign tax rates			(1,454	)			(1,036	)			102
	Other			(120	)			(24	)			2
(Provision) benefit for income taxes			$	(1,574	)		$	(1,068	)		$	41

			March 31,
			2006				2005
Deferred tax assets:
	Property and equipment		$	1,047			$	722
	Net operating loss carry forward			1,418				555
	Accruals deductible on actual payment			262				105
	Share-based compensation			207				—
	Other			156				46
Total deferred tax assets				3,090				1,428
Less: valuation allowances				(246	)			(265	)
Deferred tax assets, net of valuation allowances				2,844				1,163
Deferred tax liabilities:
	Property and equipment			(48	)			(9	)
	Intangibles			(3,485	)			—
	Tax on undistributed profits of a subsidiary			(368	)			(317	)
Total deferred tax liabilities				(3,901	)			(326	)
Net deferred tax (liabilities) assets			$	(1,057	)		$	837

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			March 31,
			2006				2005
Current
	Deferred tax assets		$	353			$	432
	Deferred tax liabilities			(368	)			(317	)
Net current deferred tax (liabilities) assets				(15	)			115
Non current
	Deferred tax assets			1,554				996
	Less: valuation allowance			(246	)			(265	)
				1,308				731
	Deferred tax liabilities			(2,350	)			(9	)
Net non current deferred tax (liabilities) assets			$	(1,042	)		$	722

7.	DEFERRED REVENUE

		March 31,
		2006				2005
Claims handling		$	1,025			$	2,693
Advance billings			6,989				6,026
Minimum commitment received			—				1,547
Other			980				1,212
		$	8,994			$	11,478

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8.	RETIREMENT BENEFITS

	Defined contribution plans

		Year ended March 31,
		2006				2005				2004
Provident fund — India		$	$1,839			$	968			$	716
Pension scheme — UK			404				445				261
401(k) plan — US			225				191				106
		$	2,468			$	1,604			$	1,083

	Defined benefit plan — gratuity

		Year ended March 31,
		2006				2005				2004
Change in projected benefit obligations
Obligation at beginning of the year		$	494			$	384			$	221
Translation adjustment			(9	)			(9	)			37
Service cost			205				143				91
Interest cost			35				24				17
Benefits paid			(65	)			(47	)			(48	)
Business combination			26				—				—
Actuarial (gain) loss			73				(1	)			66
Benefit obligation at end of the year		$	759			$	494			$	384
Change in plan assets
Plan assets at beginning of the year		$	333			$	336			$	221
Translation adjustment			(6	)			(10	)			31
Actual return			35				(26	)			(20	)
Actual contributions			154				23				112
Actual benefits			(65	)			(47	)			(48	)
Gain (loss)			—				57				40
Plan assets at end of the year		$	451			$	333			$	336
Funded status		$	(308	)		$	(161	)		$	(48	)
Unrecognized net loss			145				75				102
Accrued liabilities		$	(163	)		$	(86	)		$	54
Accumulated benefit obligation at end of the year		$	528			$	346			$	262

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		Year ended March 31,
		2006				2005				2004
Net periodic gratuity cost
Service cost		$	205			$	143			$	91
Interest cost			35				24				17
Expected return on plan asset			(27	)			(26	)			(20	)
Amortization			8				20				3
Net periodic gratuity cost for the year		$	221			$	161			$	91

		Year ended March 31,
		2006				2005				2004
Discount rate			8.0%				8.0%				7.0%
Rate of increase in compensation levels		9%-11% for 5 years and 7%-9% thereafter				9.0% for 5 years and 7.0% thereafter				9.0% for 5 years and 7.0% thereafter
Rate of return on plan assets			7.5%				7.0%				7.5%

Year ending March 31		Amount
2007		$	173
2008			194
2009			274
2010			391
2011			514
2012-2016			1,466
		$	3,012

9.	NOTE PAYABLE

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10.	SHAREHOLDERS’ EQUITY

11.	STOCK OPTIONS

		Year ended March 31,
		2006								2005								2004
		Shares arising				Weighted-average				Shares arising				Weighted-average				Shares arising				Weighted-average
		from options				exercise price				from options				exercise price				from options				exercise price
Outstanding at beginning of the year			4,466,245			$	2.12				4,119,167			$	1.94				2,316,500			$	1.57
Granted			1,481,479				7.83				889,744				2.76				1,868,000				2.40
Forfeited			(298,384	)			2.45				(144,001	)			2.47				(65,333	)			1.87
Exercise of options			(1,710,936	)			1.80				(398,665	)			1.53				—				—
Outstanding at end of the year			3,938,404			$	4.39				4,466,245			$	2.12				4,119,167			$	1.94

														Weighted-average
		Range of								Weighted-average				remaining
		exercise prices				Shares				exercise price				contractual life
Options outstanding			$ 1.53-$2.23				140,670			$	2.22				7.54 years
			2.37-$3.19				777,798				2.71				8.16 years
			5.65-$6.31				1,043,079				6.17				9.42 years
			12.26-$12.26				412,400				12.26				9.91 years
Options vested and exercisable			1.53-$2.23				906,292				1.82				6.76 years
			2.37-$3.19				658,165				2.60				7.91 years
							3,938,404			$	4.39				8.29 years

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						Weighted				Weighted				Weighted
		No. of				average				average fair				average
		options				exercise				value per				intrinsic value
Grants made during the quarter ended		granted				price				share				per share
June 30, 2005			160,500			$	5.44			$	5.65			$	0.21
September 30, 2005			828,100				6.27				6.27				—
December 31, 2005			45,479				6.07				6.07				—
March 31, 2006			447,400				11.72				11.99				0.27

12.	RELATED PARTY TRANSACTIONS

Name of the related party		Relationship
Warburg Pincus		Principal shareholder
British Airways Plc.		Principal shareholder and significant customer
Flovate Technologies Limited (“Flovate”)		A company of which a member of management is a principal shareholder.
Datacap Software Pvt Ltd. (“Datacap”)		A company of which a member of management is a principal shareholder.

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															Amount receivable
															(payable) at
			Year ended March 31,												March 31,
Nature of transaction/related party			2006				2005				2004				2006				2005
Revenue
	British Airways		$	14,663			$	16,369			$	16,335			$	1,530			$	2,424
	Warburg Pincus and its affiliates			1,646				1,138				918				288				109
Cost of revenue
	Flovate			1,216				1,745				1,278				—				(17	)
	Datacap			34				11				1				—				—
Selling, general and administrative expense
	Warburg Pincus affiliate			193				19				43				—				(8	)
	Flovate			288				383				248				—				—
Property and equipment additions
	Warburg Pincus affiliate			559				1,859				—				(53	)			(25	)
	Flovate			1,552				1,161				1,460				(783	)			(524	)
Other Income
	Flovate			250				—				—				287				—

13.	OTHER INCOME, NET

		Year ended March 31,
		2006				2005				2004
Foreign exchange (loss) gain, net		$	(402	)		$	(102	)		$	25
Interest income			439				264				210
Gain on sale of property and equipment			32				—				76
Other (See Note 12)			387				10				13
		$	456			$	172			$	324

14.	SEGMENTS

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		Year ended March 31, 2006
		WNS				WNS Auto				Inter
		Global BPO				Claims BPO				segments (a)				Total
Revenue from external customers		$	123,226			$	79,583			$	—			$	202,809
Segment revenue			125,229				79,583				(2,003	)			202,809
Payments to repair centers			—				54,904				—				54,904
Revenue less repair payments			125,229				24,679				(2,003	)			147,905
Depreciation			8,677				1,775				—				10,452
Other costs			99,040				17,762				(2,003	)			114,799
Segment operating income			17,512				5,142				—				22,654
Unallocated share-based compensation expense															(1,922	)
Amortization of intangible assets															(856	)
Other income															456
Interest expense															(429	)
Income before income taxes															19,903
Provision for income taxes															(1,574	)
Net income														$	18,329
Capital expenditure		$	12,689			$	2,204			$	—			$	14,893
Segment assets, net of eliminations as at March 31, 2006		$	92,415			$	42,388			$	—			$	134,803

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		Year ended March 31, 2005
		WNS Global				WNS Auto				Inter
		BPO				Claims BPO				segments (a)				Total
Revenue from external customers		$	76,982			$	85,191			$	—			$	162,173
Segment revenue			78,595				85,191				(1,613	)			162,173
Payment to repair centers			—				63,186				—				63,186
Revenue less repair payments			78,595				22,005				(1,613	)			98,987
Depreciation			6,905				1,536				—				8,441
Other costs ((b))			77,772				17,116				(1,613	)			93,275
Segment operating income (loss)			(6,082	)			3,353				—				(2,729	)
Unallocated share-based compensation expense															(239	)
Amortization of intangible assets															(1,416	)
Other income															172
Interest expense															(496	)
Loss before income taxes															(4,708	)
Provision for income taxes															(1,068	)
Net loss														$	(5,776	)
Capital expenditure		$	16,343			$	1,924			$	—			$	18,267
Segment assets, net of eliminations as at March 31, 2005		$	48,709			$	49,270			$	—			$	97,979

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		Year ended March 31, 2004
		WNS				WNS Auto				Inter
		Global BPO				Claims BPO				segments (a)				Total
Revenue from external customers		$	36,750			$	67,308			$	—			$	104,058
Segment revenue			37,881				67,308				(1,131	)			104,058
Payments to repair centers			—				54,164				—				54,164
Revenue less repair payments			37,881				13,144				(1,131	)			49,894
Depreciation			4,326				1,023				—				5,349
Other costs ((b))			38,383				11,514				(1,131	)			48,766
Segment operating income (loss)			(4,828	)			607				—				(4,221	)
Unallocated share-based compensation expense															(205	)
Amortization of intangible assets															(2,600	)
Other income															324
Interest expense															(59	)
Loss before income taxes															(6,761	)
Benefit for income taxes															41
Net loss														$	(6,720	)
Capital expenditure		$	6,126			$	2,609			$	—			$	8,735
Segment assets, net of eliminations as at March 31, 2004		$	40,582			$	45,990			$	—			$	86,572

		Year ended March 31,
		2006				2005				2004
UK		$	126,866			$	105,552			$	75,044
US			49,134				28,004				10,199
Europe (excludes UK)			25,421				27,730				18,104
Other			1,388				887				711
		$	202,809			$	162,173			$	104,058

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		March 31,
		2006				2005
UK		$	23,720			$	26,194
India			29,324				23,595
US			18,621				641
Other			1,445				941
		$	73,110			$	51,371

15.	COMMITMENTS AND CONTINGENCIES

	Leases

		Capital				Operating
Year ending March 31,		leases				leases
2007		$	193			$	21,091
2008			2				19,021
2009			—				17,710
2010			—				17,252
2011			—				9,117
Thereafter			—				3,845
Total minimum lease payments		$	195			$	88,036
Amounts representing interest			(9	)
Present value of net minimum lease payments		$	186
Obligation under capital leases:
Long term			2
Current			184
		$	186

	Bank guarantees and other

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Consolidated Financial Statements
Report of Ernst & Young			F-31
Consolidated Balance Sheet as at March 31, 2005			F-32
Consolidated Statement of Operations for the year ended March 31, 2005			F-33
Consolidated Statement of Stockholders’ Equity for the year ended March 31, 2005			F-34
Consolidated Statement of Cash Flows for the year ended March 31, 2005			F-35
Notes to Consolidated Financial Statements			F-36
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as at November 15, 2005 and March 31, 2005			F-45
Condensed Consolidated Statements of Operations for the periods from April 1, 2005 to November 15, 2005 and April 1, 2004 to November 15, 2004			F-46
Condensed Consolidated Statements of Cash Flows for the periods from April 1, 2005 to November 15, 2005 and April 1, 2004 to November 15, 2004			F-47
Notes to the Condensed Consolidated Financial Statements			F-48

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F-31

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ASSETS
Current assets
	Cash and cash equivalents		$	3,729
	Accounts receivable			24
	Accounts receivable — related parties			137
	Unbilled receivables			21
	Unbilled receivables — related parties			717
	Prepaid expenses			121
	Other current assets			56
Total current assets				4,805
Property and equipment, net				2,174
Deposits				192
TOTAL ASSETS			$	7,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable		$	130
	Accrued employee costs			490
	Deferred revenue			484
	Current portion of long term debt			13
	Other accrued expenses and current liabilities			171
Total current liabilities				1,288
Long term debt, net of current portion				27
Commitments and contingencies
Stockholders’ equity
	Series A Preferred stock, $0.01 par value — 3,367,000 shares authorized, issued and outstanding with liquidation preference of $3,367			34
	Series B Preferred stock, $0.01 par value — 5,555,550 shares authorized, issued and outstanding with liquidation preference of $5,556			56
	Common stock, $0.01 par value — 9,806,388 shares authorized; Nil shares issued and outstanding			—
	Additional paid-in-capital			9,284
	Promissory notes			(372	)
	Deferred stock-based compensation			(609	)
	Accumulated deficit			(2,546	)
	Accumulated other comprehensive income			9
Total stockholders’ equity				5,856
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	7,171

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Revenue
	Third Parties		$	54
	Related Parties			5,376
Revenue				5,430
Cost of revenue				2,574
Gross profit				2,856
Operating expenses
	Selling, general and administrative expenses			3,781
Operating loss				(925	)
Interest income				91
Interest expense				(1	)
Foreign exchange gain, net				—
Loss before income taxes				(835	)
Provision for income taxes				—
Net loss			$	(835	)

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			Series A preferred								Series B preferred
			stock								stock																								Accumulated
																			Additional								Deferred								other				Total
							Par								Par				paid-in-				Promissory				stock-based				Accumulated				comprehensive				stockholders’
			Number				value				Number				value				capital				notes				compensation				deficit				income				equity
Balance at April 1, 2004				3,367,000			$	34				5,555,550			$	56			$	9,193			$	(522	)		$	(2,023	)		$	(1,711	)		$	6			$	5,033
Comprehensive loss:
	Net loss			—				—				—				—				—				—				—				(835	)			—				(835	)
	Translation adjustment			—				—				—				—				—				—				—				—				3				3
Comprehensive loss																																								(832	)
Stock-based compensation:
	Stock incentive plan			—				—				—				—				—				—				210				—				—				210
	Series A preferred stock			—				—				—				—				—				—				1,204				—				—				1,204
	Series B preferred stock			—				—				—				—				91				—				—				—				—				91
	Amount waived under promissory notes			—				—				—				—				—				50				—				—				—				50
Payment received against promissory notes				—				—				—				—				—				100				—				—				—				100
Balance at March 31, 2005				3,367,000			$	34				5,555,550			$	56			$	9,284			$	(372	)		$	(609	)		$	(2,546	)		$	9			$	5,856

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Cash flows from operating activities
	Net loss			$	(835	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation and amortization			280
		Stock-based compensation			1,555
	Changes in operating assets and liabilities:
		Accounts receivable and unbilled receivables			(634	)
		Prepaid expenses and other current assets			(162	)
		Deposits			(118	)
		Deferred revenue			142
		Accounts payable and other current liabilities			521
Net cash provided by operating activities					749
Cash flows from investing activities
	Purchase of property and equipment				(1,864	)
Net cash used in investing activities					(1,864	)
Cash flows from financing activities
	Debt repayment				(11	)
	Payments received against promissory note				100
Net cash provided by financing activities					89
Effect of exchange rate changes on cash and cash equivalents					(33	)
Net decrease in cash and cash equivalents					(1,059	)
Cash and cash equivalents at beginning of year					4,788
Cash and cash equivalents at end of year				$	3,729
Supplemental disclosure of cash flow information:
	Income taxes paid			$	28
	Interest paid				1

F-35

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Table of Contents

1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of preparation

	Use of estimates

	Foreign currency translation

	Revenue recognition

	Cost of revenue

F-36

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Asset description		Asset life (in years)
Computers		3-5
Furniture, fixtures and office equipment		3-4
Software		3
Vehicles		5
Leasehold improvements		Lesser of estimated useful life or lease term

F-37

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Net loss as reported		$	(835	)
Add: Stock-based compensation expense included in reported net loss			210
Less: Stock-based compensation expense determined under the fair value method			(219	)
Pro forma net loss		$	(844	)

Risk free interest rate			4	%
Dividend yield			—
Expected life in years			5

F-38

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	Fair value of financial instruments

	Concentration of risk

3.	PROPERTY AND EQUIPMENT

Computers		$	1,075
Furniture, fixtures and office equipment			267
Software			160
Vehicles			74
Leasehold improvements			48
Capital work-in-progress			852
			2,476
Accumulated depreciation and amortization			(302	)
		$	2,174

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4.	INCOME TAXES

Deferred tax asset
Net operating loss carry forward		$	362
Deferred tax liability
Property and equipment			(47	)
Net deferred tax asset			315
Less: Valuation allowance			(315	)
Net deferred tax asset			—

5.	RETIREMENT BENEFITS

	Defined contribution plan

	Defined benefit plan — gratuity

Change in projected benefit obligations
Obligation at beginning of the year			—
Translation adjustment			—
Service cost			(2	)
Interest cost			—
Benefits paid			—
Actuarial loss			(5	)
Benefit obligation at end of the year (A)		$	(7	)
Plan assets at the end of year (B)			—
Funded status (B-A)		$	(7	)
Unrecognized net loss			5
Accrued gratuity cost		$	(2	)

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Table of Contents

Net periodic gratuity cost
Service cost		$	2
Interest cost			—
Expected return on plan asset			—
Net actuarial loss recognized			—
Net periodic gratuity cost for the year		$	2

6.	DEBT

7.	STOCKHOLDERS’ EQUITY

	Common stock

	Preferred stock

F-41

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8.	EMPLOYEES’ STOCK INCENTIVE PLAN

						Weighted-
		Shares arising				average exercise
		from options				price
Outstanding at the beginning of the year			480,507			$	0.10
Exercised			—				—
Granted			—				—
Outstanding at the end of the year			480,507			$	0.10

										Weighted-
										average
		Exercise								remaining
		prices				Shares				contractual life
Options outstanding		$	0.10				344,854				8.82
Options vested and exercisable		$	0.10				135,653				8.81
							480,507				8.82

9.	RELATED-PARTY TRANSACTIONS

Relationship		Name of the party
Significant stockholder		First Magnus Financial Corporation (“FMFC”) First Magnus Consulting LLC
Founders and Key Managerial Personnel		Vivek Shivpuri Amit Gujral Arvind Srivastava

F-42

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							Amount
Nature of transaction/							receivable
related party			Amount				(payable)
Revenue
	FMFC		$	5,036			$	581
	Affiliates of FMFC			444				273
Purchase of property and equipment
	FMFC			86				—
Reimbursement of expenses paid on behalf of the party
	FMFC			50				—
Waiver of Promissory notes
	Vivek Shivpuri			50				—
Promissory notes (repaid in October, 2005)
	Vivek Shivpuri			—				68
	Amit Gujral			—				152
	Arvind Srivastava			—				152

10.	COMMITMENT AND CONTINGENCIES

	Operating leases

Year ending March 31,		Amount
2006		$	643
2007			146
2008			146
2009			148
2010			150

	Bank guarantees

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11.	SUBSEQUENT EVENT

F-44

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			November 15,				March 31,
			2005				2005
ASSETS
Current assets
	Cash and cash equivalents		$	2,952			$	3,729
	Accounts receivable			59				24
	Account receivable — related parties			803				137
	Unbilled receivables			23				21
	Unbilled receivables — related parties			610				717
	Prepaid expenses			106				121
	Other current assets			35				56
Total current assets				4,588				4,805
Property and equipment, net				1,365				2,174
Deposits				224				192
TOTAL ASSETS			$	6,177			$	7,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable		$	864			$	130
	Accrued employee costs			307				490
	Deferred revenue			482				484
	Current portion of long term debt			13				13
	Other accrued expenses and current liabilities			312				171
Total current liabilities				1,978				1,288
Long term debt, net of current portion				17				27
Stockholders’ equity
Series A Preferred stock, $0.01 par value — 3,367,000 shares authorized, issued and outstanding with liquidation preference of $3,367				34				34
Series B Preferred stock, $0.01 par value — 5,555,550 shares authorized, issued and outstanding with liquidation preference of $5,556				56				56
Common stock, $0.01 par value — 9,806,388 shares authorized; 883,838 shares issued and outstanding at November 15, 2005 and nil shares issued and outstanding at March 31, 2005				9				—
Additional paid-in-capital				10,010				9,284
Promissory notes				—				(372	)
Deferred stock-based compensation				(784	)			(609	)
Accumulated deficit				(5,064	)			(2,546	)
Accumulated other comprehensive (loss) income				(79	)			9
Total Stockholders’ equity				4,182				5,856
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	6,177			$	7,171

F-45

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			Period from April 1
			to November 15
			2005				2004
Revenue
	Third parties		$	242			$	24
	Related parties			7,346				2,720
Revenue				7,588				2,744
Cost of revenue				3,751				1,169
Gross profit				3,837				1,575
Operating expenses
	Selling, general and administrative expenses			3,287				2,280
	Transaction costs related to acquisition by WNS (Holdings) Limited			628				—
Operating loss				(78	)			(705	)
Interest income				47				57
Interest expense				(1	)			(1	)
Foreign exchange income (loss), net				14				(15	)
Loss before income taxes				(18	)			(664	)
Provision for income taxes				—				—
Net loss			$	(18	)		$	(664	)

F-46

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			Period from April 1
			to November 15
			2005				2004
Cash flows from operating activities
	Net cash provided by operating activities		$	920			$	899
Cash flows from investing activities
	Purchases of property and equipment			419				(559	)
Net cash provided by (used in) investing activities				419				(559	)
Cash flows from financing activities
	Debt repayment			(9	)			(5	)
	Payments received against promissory note			348				100
	Dividends paid during the period			(2,500	)			—
	Proceeds from stock options exercised			88				—
Net cash (used in) provided by financing activities				(2,073	)			95
Effect of exchange rate changes on cash and cash equivalents				(43	)			10
Net (decrease) increase in cash and cash equivalents				(777	)			445
Cash and cash equivalents at beginning of period				3,729				4,788
Cash and cash equivalents at end of period			$	2,952			$	5,233

F-47

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Table of Contents

1.	BASIS OF PRESENTATION

2.	CAPITAL STRUCTURE

3.	COMPREHENSIVE LOSS

		Period from
		April 1 to
		November 15
		2005				2004
Net loss		$	(18	)		$	(664	)
Foreign currency translation adjustment			(88	)			(4	)
Total comprehensive loss		$	(106	)		$	(668	)

4.	RETIREMENT BENEFITS

	Defined contribution plan

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		Period from
		April 1 to
		November 15
		2005				2004
Net periodic gratuity cost
Service cost		$	9			$	1
Interest cost			—				—
Expected return on plan asset			—				—
Recognized net actuarial loss			1				—
Net periodic gratuity cost for the period		$	10			$	1

5.	STOCK-BASED COMPENSATION

		Period from
		April 1 to
		November 15
		2005				2004
Net loss as reported		$	(18	)		$	(664	)
Add: Stock-based employee compensation expense included in reported net loss			94				146
Less: Stock-based employee compensation expense determined under the fair value method			(96	)			(152	)
Pro forma net loss		$	(20	)		$	(670	)

6.	SUBSEQUENT EVENT — ACQUISITION BY WNS (HOLDINGS) LIMITED

F-49

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Morgan Stanley		Deutsche Bank Securities		Merrill Lynch & Co.

Citigroup		UBS Investment Bank

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ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)	any liabilities incurred in defending any proceedings (whether civil or criminal):

	(i)	in which judgment is given in his favor or he is acquitted, or

	(ii)	which are discontinued otherwise than for some benefit conferred by him or on his behalf or some detriment suffered by him, or

	(iii)	which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company, he was substantially successful on the merits in his resistance to the proceedings; or

(b)	any liability incurred otherwise than to the company if he acted in good faith with a view to the best interests of the company; or
(c)	any liability incurred in connection with an application made under Article 212 of the 1991 Law in which relief is granted to him by the court; or
(d)	any liability against which the company normally maintains insurance for persons other than directors.

ITEM 7.	RECENT SALES OF UNREGISTERED SECURITIES

Aggregate

Date of Sale

Number of

Consideration in GBP/

Purchaser

or Issuance

Ordinary Shares

(US dollars) millions(1)(2)

Warburg Pincus Private Equity VIII, L.P.

May 20, 2002

6,020,000

£6.00/$10.35

July 4, 2002

5,214,917

£5.20/$8.97

Warburg Pincus International Partners, L.P.

May 20, 2002

5,779,200

£5.76/$9.93

July 4, 2002

5,006,321

£4.99/$8.61

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Table of Contents

Aggregate

Date of Sale

Number of

Consideration in GBP/

Purchaser

or Issuance

Ordinary Shares

(US dollars) millions(1)(2)

Warburg Pincus Netherlands International Partners I, CV

May 20, 2002

144,480

£0.14/$0.25

July 4, 2002

125,158

£0.12/$0.22

Warburg Pincus Netherlands International Partners II, CV

May 20, 2002

96,320

£0.10/$0.17

July 4, 2002

83,439

£0.08/$0.14

British Airways plc

May 20, 2002

5,160,000

£5.16/$8.90

David Charles Tibble

May 20, 2002

400,000

£0.40/$0.69

July 4, 2002

130,401

£0.18/$0.31

August 15, 2002

157,781

£0.16/$0.27

June 8, 2004

133,333

£0.13/$0.23

November 30, 2004

133,333

£0.13/$0.23

August 16, 2005

133,334

£0.13/$0.23

Bolton Agnew

July 4, 2002

391,241

£0.54/$0.93

Theodore Thomas More Agnew

July 4, 2002

652,067

£0.90/$1.55

Theodore Agnew and Bolton Agnew ATO Theodore Agnew Personal Settlement

July 4, 2002

1,304,161

£1.80/$3.10

First Magnus Financial Corporation

November 16, 2005

596,154

£2.10/ $3.60

First Magnus Consulting LLC

November 16, 2005

620,487

£2.17/ $3.74

Executive officers and other managers:

July 4, 2002

130,401

£0.18/$0.31

May 4, 2005

83,333

£0.08/$0.14

September 27, 2005

50,496

£0.05/$0.09

October 25, 2005

132,837

£0.13/$0.23

October 25, 2005

75,000

£0.07/ $0.13

October 25, 2005

400,000

£0.40/ $0.69

October 25, 2005

175,000

£0.17/ $0.30

October 25, 2005

16,666

£0.02/ $0.42

November 28, 2005

150,000

£0.53/ $0.91

Employees:

May 24, 2005

52,779

£0.056/$0.099

August 5, 2005

33,333

£0.05/$0.09

September 27, 2005

66,666

£0.10/$0.17

October 25, 2005

48,000

£0.05/$0.08

October 25, 2005

4,666

£0.007/ $0.012

October 25, 2005

14,000

£0.01/ $0.02

October 25, 2005

14,000

£0.01/ $0.02

October 25, 2005

14,000

£0.01/ $0.02

October 25, 2005

14,000

£0.01/ $0.02

November 16, 2005

327,149

£1.15/ $1.97

November 16, 2005

314,696

£1.10/ $1.90

November 16, 2005

314,696

£1.10/ $1.90

November 16, 2005

90,606

£0.32/ $0.55

December 21, 2005

16,666

£0.02/ $0.04

January 13, 2006

666

£0.001/$0.0018

January 16, 2006

16,666

£0.02/$0.35

February 7, 2006

66,666

£0.10/$0.17

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Table of Contents

Aggregate

Date of Sale

Number of

Consideration in GBP/

Purchaser

or Issuance

Ordinary Shares

(US dollars) millions(1)(2)

March 10, 2006

667

£0.001/$0.0018

March 31, 2006

3,700

£0.004/$0.007

May 3, 2006

3,000

£0.003/$0.005

June 13, 2006

1,666

£0.002/$0.004

Ex-employees:

September 24, 2004

2,666

£0.003/$0.005

November 26, 2004

9,333

£0.009/$0.02

February 11, 2005

120,000

£0.12/$0.21

May 24, 2005

20,696

£0.029/$0.051

June 10, 2005

8,991

£0.01/$0.02

October 19, 2005

193,334

£0.27/$0.47

November 16, 2005

2,234

£0.008/ $0.01

December 21, 2005

3,000

£0.002/ $0.005

January 13, 2006

50,000

£0.07/$0.1207

March 10, 2006

1,775

£0.003/$0.005

April 10, 2006

1,996

£0.003/$0.005

(1)	No underwriting discount was provided or no commission was paid in relation to these sales or issuances.
(2)	US dollar amounts based on convenience translation of £0.57 = $1.00 as of March 31, 2006.

Aggregate Number of options granted		Aggregate Number of options granted(1)
Fiscal 2003			2,455,500
Fiscal 2004			1,868,000
Fiscal 2005			889,744
Fiscal 2006			1,481,479
Fiscal 2007 (through June 20, 2006)			Nil

(1)	Includes 678,699 options which were cancelled post grant.

ITEM 8.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 9.	UNDERTAKINGS

II-3

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(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

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Table of Contents

	WNS (Holdings) Limited

	By:	/s/ Ramesh N. Shah

	Name: Ramesh N. Shah
	Title: Chairman

Signature				Title
/s/ Ramesh N. Shah   Ramesh N. Shah				Chairman of Board
/s/ Neeraj Bhargava   Neeraj Bhargava				Director and Group Chief Executive Officer (principal executive officer)
/s/ Zubin Dubash   Zubin Dubash				Director and Group Chief Financial Officer (principal financial officer and principal accounting officer)
/s/ Pulak Prasad   Pulak Prasad				Director
/s/ Nitin Sibal   Nitin Sibal				Director
/s/ Miriam Strouse   Miriam Strouse				Director

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Signature				Title
/s/ Jeremy Young   Jeremy Young				Director
/s/ Guy Sochovsky   Guy Sochovsky				Director
/s/ Timothy Hammond   Timothy Hammond				Director
By:		/s/ Ramesh N. Shah   Ramesh N. Shah		Authorized Representative in the US

II-6

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Table of Contents

No.				Description
	1	.1		Form of underwriting agreement.*
	3	.1		Memorandum of Association of WNS (Holdings) Limited, as amended.
	3	.2		Articles of Association of WNS (Holdings) Limited, as amended.
	4	.1		Form of Deposit Agreement among WNS (Holdings) Limited, Deutsche Bank Trust Company Americas, as Depositary, and the holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.
	4	.2		Form of American Depositary Receipt (included in Exhibit 4.1).
	4	.3		Specimen Ordinary Share Certificate.
	5	.1		Opinion of Mourant du Feu & Jeune.
	8	.1		Opinion of Mourant du Feu & Jeune as to certain Jersey tax matters (see Exhibit 5.1).
	8	.2		Opinion of Latham & Watkins LLP as to certain US tax matters.
	10	.1		Stock Purchase Agreement dated November 8, 2005, by and among WNS (Holdings) Limited, First Magnus Financial Corporation, First Magnus Consulting LLC, Mr. Vivek Shivpuri, Mr. Amit Gujral, Mr. Arvind Srivastava, Mr. Francesco Paolo and Trinity Partners Incorporated.
	10	.2		Lease Deed dated March 10, 2005 between M/s DLF Cyber City and WNS Global Services (P) Ltd.
	10	.3		Leave and Licence Agreement dated October 18, 2002 between Godrej & Boyce Manufacturing Company Ltd. and World Network Services Pvt. Ltd.
	10	.4		Leave and Licence Agreement dated March 17, 2004 between Sofotel Software Services Private Limited and WNS Global Services Private Limited.
	10	.5		Leave and Licence Agreement dated November 10, 2005 between Godrej & Boyce Manufacturing Company Ltd. and WNS Global Services Private Limited with respect to Plant 10.
	10	.6		Form of director and executive officer indemnification agreement.
	10	.7		Registration Rights Agreement, dated May 20, 2002, among Warburg Pincus Private Equity VIII, L.P., Warburg Pincus International Partners, L.P., Warburg Pincus Netherlands International Partners I, CV, Warburg Pincus Netherlands International Partners II, CV, British Airways PLC and WNS (Holdings) Limited.
	10	.8		Framework Agreement relating to the Supply of Services Agreement dated 21 May 2002, by and among British Airways PLC, WNS (UK) Limited and WNS (Holdings) Limited. #
	10	.9		Letter of Intent dated May 18, 2006 relating to the Framework Agreement between British Airways PLC and WNS Global Services (UK) Ltd. #
	10	.10		WNS (Holdings) Limited 2002 Stock Incentive Plan.
	10	.11		Form of WNS (Holdings) Limited 2006 Incentive Award Plan.
	10	.12		Leave and Licence Agreement dated May 31, 2006 between Godrej & Boyce Manufacturing Company Ltd. and WNS Global Services Private Limited with respect to Plant 11.
	21	.1		List of subsidiaries of WNS (Holdings) Limited.
	23	.1		Consent of Mourant du Feu & Jeune (see Exhibit 5.1).
	23	.2		Consent of Latham & Watkins LLP (see Exhibit 8.2).
	23	.3		Consent of Ernst & Young, registered public accounting firm with respect to WNS (Holdings) Limited.

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No.				Description
	23	.4		Consent of Ernst & Young, independent auditors with respect to Trinity Partners Inc.
	23	.5		Consent of Amarchand & Mangaldas & Suresh A. Shroff & Co.
	23	.6		Consent of Eric B. Herr to be named as a director nominee.
	23	.7		Consent of Deepak S. Parekh to be named as a director nominee.
	24	.1		Power of Attorney (contained on signature page)

*	To be filed by amendment.
#	Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. The omitted portions have been filed with the Commission.

II-8

                                                                     Exhibit 3.1


                           COMPANIES (JERSEY) LAW 1991

                            MEMORANDUM OF ASSOCIATION

                                       OF

                             WNS (HOLDINGS) LIMITED


1.       The name of the Company is WNS (Holdings) Limited.

2.       The Company is a public company.

3.       The Company is a par value company.

4.       The authorised share capital of the Company is Pound Sterling 5,100,000
         divided into:

         (a)      50,000,000 ordinary shares of 10 pence each; and

         (b)      1,000,000 preferred shares of 10 pence each (which may be
                  issued is such class or classes as the directors may determine
                  in accordance with the Articles of Association of the
                  Company).

5.       The liability of a member of the Company is limited to the amount
         unpaid (if any) on such member's share or shares.

                                                                     Exhibit 3.2

                           COMPANIES (JERSEY) LAW 1991

                             ARTICLES OF ASSOCIATION

                                       OF

                             WNS (HOLDINGS) LIMITED

                                 INTERPRETATION


1.       In these Articles, if not inconsistent with the subject or context, the
         words in the first column of the following table shall bear the
         meanings set opposite to them respectively in the second column.

         WORDS    MEANINGS

         these Articles       These Articles of Association in their present
                              form or as from time to time altered.

         auditors             Auditors of the Company appointed pursuant to
                              these Articles.

         bankrupt             Shall have the meaning defined in the
                              Interpretation (Jersey) Law, 1954.

         clear days           In relation to the period of a notice, shall mean
                              that period excluding the day when the notice is
                              served or deemed to be served and the day for
                              which it is given or on which it is to take
                              effect.

         Directors            The directors of the Company for the time being.

         Executive Directors  The directors who are classified as such by way of
                              a resolution of the Directors.

         the Island           The Island of Jersey.

         the Law              The Companies (Jersey) Law 1991.

         month                Calendar month.

         notice               A written notice unless otherwise specifically
                              stated.

         Office               The registered office of the Company.

         Ordinary Resolution  Without prejudice to Article 80, a resolution of
                              the Company in general meeting or of a meeting of
                              the holders of shares of any class passed by a
                              simple majority of the votes cast thereat by the
                              Shareholders entitled under the Articles to vote
                              thereat.

         Ordinary Share       An ordinary share in the capital of the Company
                              with a nominal value of 10 pence and having the
                              rights attaching thereto prescribed in these
                              Articles.


                                       1



         paid up              Shall include credited as paid up.

         Preferred Share      A preferred share in the capital of the
                              Company with a nominal value of 10 pence
                              designated as a Preferred Share by the Directors
                              and allotted and issued in one or more classes in
                              accordance with the provisions of the Law and
                              these Articles and having the rights provided for
                              in these Articles and in any Statement of Rights.
                              In these Articles, except when referred to under
                              their separate classes, the term Preferred Shares
                              shall mean all such shares.

         present in person    In relation to general meetings of the Company and
                              to meetings of the holders of any class of shares,
                              shall include present by attorney or by proxy or,
                              in the case of a corporate shareholder, by
                              representative.

         Register             The register of Shareholders to be kept pursuant
                              to Article 29 hereof.

         Secretary            Any person appointed by the Directors to perform
                              any of the duties of secretary of the Company
                              (including a temporary or assistant secretary),
                              and in the event of two or more persons being
                              appointed as joint secretaries any one or more of
                              the persons so appointed.

         Shareholder          A person whose name is entered in the Register as
                              the holder of shares in the Company.

         Special Resolution   Without prejudice to Article 80, a resolution of
                              the Company which is passed by a majority of not
                              less than two-thirds of Shareholders who (being
                              entitled to do so) are present in person at a
                              general meeting in accordance with the Law.

         Statement of Rights  In relation to each class of Preferred Share, a
                              memorandum approved by the Directors setting out
                              the specific rights and obligations attaching to
                              the Preferred Shares of such class which are in
                              addition to those rights and obligations contained
                              in and determined in accordance with these
                              Articles.

2.       In these Articles, unless there be something in the subject or context
         inconsistent with such construction:-

         (a)      the word "may" shall be construed as permissive and the word
                  "shall" shall be construed as imperative;

         (b)      the word "signed" shall be construed as including a signature
                  or representation of a signature affixed by mechanical or
                  other means;

         (c)      the words "in writing" shall be construed as including
                  written, printed electronically transmitted (including,
                  without limitation, transmitted by email) or any other mode of
                  representing or reproducing words in a visible form;


                                       2



         (d)      words importing "persons" shall be construed as including
                  companies or associations or bodies of persons whether
                  corporate or unincorporate;

         (e)      words importing the singular number shall be construed as
                  including the plural number and vice versa;

         (f)      words importing the masculine gender only shall be construed
                  as including the feminine gender; and

         (g)      references to enactments are to such enactments as are from
                  time to time modified, re-enacted or consolidated and shall
                  include any enactment made in substitution for an enactment
                  that is repealed.

3.       The headings herein are for convenience only and shall not affect the
         construction of these Articles.

                                  PRELIMINARY

4.       The preliminary expenses incurred in forming the Company may be
         discharged out of the funds of the Company.

5.       The business of the Company shall be commenced as soon after the
         incorporation of the Company as the Directors think fit.

                            SHARE CAPITAL AND SHARES

6.       The share capital of the Company is as specified in the Memorandum of
         Association and the shares of the Company shall have the rights and be
         subject to the conditions contained in these Articles and, in the case
         of any Preferred Share of any class, to the Statement of Rights
         relating thereto.

7.       The rights attaching to Ordinary Shares are as follows:

         (a)      AS REGARDS INCOME - Subject to the Law and the provisions of
                  these Articles, each Ordinary Share shall confer on the holder
                  thereof the right to receive such profits of the Company
                  available for distribution as the Directors may declare or the
                  Shareholders may resolve by Ordinary Resolution after any
                  payment to the Shareholders holding shares of any other class
                  other than Ordinary Shares of any amount then or in the future
                  payable in accordance with the relevant Statement of Rights or
                  other terms of issue of that class.

         (b)      AS REGARDS CAPITAL -- If the Company is wound up, the holder
                  of an Ordinary Share shall be entitled, following payment to
                  the Shareholders holding shares of any other class other than
                  Ordinary Shares of all amounts then or in the future payable
                  to them in accordance with the relevant Statement of Rights or
                  other terms of issue of that class, to repayment of the
                  nominal amount of the capital paid-up thereon and thereafter
                  any surplus assets of the Company then remaining shall be
                  distributed pari passu among the holders of the Ordinary
                  Shares in proportion to the amounts paid-up thereon (whether
                  on account of the nominal value of the shares or by way of
                  premium).

         (c)      AS REGARDS VOTING - At any general meeting of the Company and
                  any separate class meeting of the holders of Ordinary Shares
                  every holder of Ordinary Shares who is present in person shall
                  have one vote for every Ordinary Share of which he is the
                  holder.

         (d)      AS REGARDS REDEMPTION - The Ordinary Shares are not
                  redeemable.


                                       3



8.       Subject to the provisions of these Articles, the rights and obligations
         attaching to any Preferred Share shall be determined at the time of
         issue by the Directors in their absolute discretion. Each Preferred
         Share shall be issued by the Directors on behalf of the Company as part
         of a class. The rights and obligations attaching to each class of
         Preferred Shares in addition to those set out in these Articles shall
         be set out in a Statement of Rights.

9.       The Statement of Rights in respect of each class of Preferred Shares
         may comprise or include:-

         (a)      the class to which each Preferred Share shall belong, such
                  class to be designated with a class number and, if the
                  Directors so determine, title;

         (b)      details of any dividends payable in respect of the relevant
                  class;

         (c)      details of rights attaching to shares of the relevant class to
                  receive a return of capital on a winding up of the Company;

         (d)      details of the voting rights attaching to shares of the
                  relevant class (which may provide, without limitation, that
                  each Preferred Share shall have more than one vote on a poll
                  at any general meeting of the Company);

         (e)      a statement as to whether shares of the relevant class are
                  redeemable (either at the option of the Shareholder and/or the
                  Company) and, if so, on what terms such shares are redeemable
                  (including, without limitation, and only if so determined by
                  the Directors, the amount for which such shares shall be
                  redeemed (or a method or formula for determining the same) and
                  the date on which they shall be redeemed);

         (f)      any other rights, obligations and restrictions attaching to
                  Preferred Shares of any class as the Directors may determine
                  in their discretion; and/or

         (g)      the price at which shares of the relevant class shall be
                  issued.

10.      Once a Statement of Rights has been adopted for a class of Preferred
         Share, then:-

         (a)      subject to Article 9, it shall be binding on Shareholders and
                  Directors as if contained in these Articles;

         (b)      the provisions of Article 22 shall apply to any variation or
                  abrogation thereof that may be effected by the Company;

         (c)      each Statement of Rights shall be filed on behalf of the
                  Company with the Registrar of Companies in Jersey pursuant to
                  and in accordance with Article 54 of the Law;

         (d)      all moneys payable on or in respect of any Preferred Share
                  which is the subject thereof (including, without limitation,
                  the subscription and any redemption moneys in respect thereof)
                  shall be paid in the currency for which such Preferred Share
                  is issued; and

         (e)      upon the redemption of a Preferred Share (if it is redeemable)
                  pursuant to the Statement of Rights relating thereto, the
                  holder thereof shall cease to be entitled to any rights in
                  respect thereof and accordingly his name shall be removed from
                  the Register and the share shall thereupon be cancelled.

11.      Without prejudice to any special rights for the time being conferred on
         the holders of any class of shares (which special rights shall not be
         varied or abrogated except with such consent or sanction (if any) as is
         required by Article 22 hereof and subject to the Law) any class of
         shares in the Company may be issued with such preferred, deferred or
         other special rights, or such restrictions,


                                       4



         whether in regard to dividends, return of capital, voting or otherwise,
         as the Directors may from time to time determine.

12.      Subject to Articles 18 to 20 hereof, the unissued shares for the time
         being in the capital of the Company shall be at the disposal of the
         Directors, and they may allot, grant options over, or otherwise dispose
         of them to such persons at such times and on such terms as they think
         proper, but so that no shares shall be issued at a discount to nominal
         value. Securities, contracts, warrants or other instruments evidencing
         any Preferred Shares, option rights, securities having conversion or
         option rights or obligations may also be issued by the Directors
         without the approval of the Shareholders or entered into by the Company
         upon a resolution of the Directors to that effect on such terms,
         conditions and other provisions as are fixed by the Directors
         including, without limitation, conditions that preclude or limit any
         person owning or offering to acquire a specified number or percentage
         of the shares of the Company in issue, other shares, option rights,
         securities having conversion or option rights or obligations of the
         Company or the transferee of such person from exercising, converting,
         transferring or receiving the shares, option rights, securities having
         conversion or option rights or obligations.

13.      The Company may issue fractions of shares in accordance with and
         subject to the provisions of the Law, provided that:-

         (a)      a fraction of a share shall be taken into account in
                  determining the entitlement of a Shareholder as regards
                  dividends or on a winding up; and

         (b)      a fraction of a share shall not entitle a Shareholder to a
                  vote in respect thereof.

14.      Subject to Articles 8 to 12 hereof, the Company may:-

         (a)      issue; or

         (b)      convert any existing non-redeemable shares (whether issued or
                  not) into,

         shares which are to be redeemed, or are liable to be redeemed at the
         option of the Company or the holder thereof, on such terms and in such
         manner as may be determined by Special Resolution.


15.      The Company may pay commissions as permitted by the Law. Subject to the
         provisions of the Law, any such commission may be satisfied either by
         the payment of cash or by the allotment of fully or partly paid shares
         or partly in one way and partly in the other.

16.      Save as permitted by the Law:

         (a)      where a person is acquiring or proposing to acquire shares in
                  the Company, neither the Company nor any of its subsidiaries
                  which are Jersey companies shall give financial assistance
                  directly or indirectly for the purpose of that acquisition
                  before or at the same time as the acquisition takes place; and

         (b)      where a person has acquired shares in the Company and any
                  liability has been incurred (by that person or any other
                  person) for the purpose of that acquisition, neither the
                  Company nor any of its subsidiaries which are Jersey companies
                  shall give financial assistance directly or indirectly for the
                  purpose of reducing or discharging the liability so incurred.

17.      Except as required by law, no person shall be recognised by the Company
         as holding any share upon any trust, and the Company shall not be bound
         by or recognise any equitable, contingent, future or partial interest
         in any share, or (except only as by these Articles otherwise provided
         or as


                                       5



         by law required) any interest in any fraction of a share, or any other
         right in respect of any share, except an absolute right to the entirety
         thereof in the registered holder.

                           ALTERATION OF SHARE CAPITAL

18.      The Company may, by altering its Memorandum of Association by Special
         Resolution, alter its share capital in any manner permitted by the Law.

19.      Any new shares created on an increase or other alteration of share
         capital which are not designated as Ordinary Shares shall be issued
         upon such terms and conditions as the Directors shall determine.

20.      Any capital raised by the creation of new shares shall, unless
         otherwise provided by the conditions of issue of the new shares, be
         considered as part of the original capital, and the new shares shall be
         subject to the provisions of these Articles with reference to the
         payment of calls, transfer and transmission of shares, lien or
         otherwise, applicable to the existing shares in the Company.

                           REDUCTION OF SHARE CAPITAL

21.      Subject to the provisions of the Law, the Company may, by Special
         Resolution, reduce its share capital in any way.

                               VARIATION OF RIGHTS

22.      Whenever the capital of the Company is divided into different classes
         of shares, the special rights attached to any class, unless otherwise
         provided by the terms of issue of the shares of that class, may be
         varied or abrogated, either whilst the Company is a going concern or
         during or in contemplation of a winding up, with the consent in writing
         of the holders of the majority of the issued shares of that class, or
         with the sanction of an Ordinary Resolution passed at a separate
         meeting of the holders of shares of that class, but not otherwise. To
         every such separate meeting all the provisions of these Articles and of
         the Law relating to general meetings of the Company or to the
         proceedings thereat shall apply, mutatis mutandis, except that the
         necessary quorum shall be two persons holding or representing at least
         one-third in nominal amount of the issued shares of that class but so
         that if at any adjourned meeting of such holders a quorum as above
         defined is not present, those holders who are present in person shall
         be a quorum.

23.      The special rights conferred upon the holders of any class of shares
         issued with preferred or other special rights shall be deemed to be
         varied by the reduction of the capital paid up on such shares and by
         the creation of further shares ranking in priority thereto, but shall
         not (unless otherwise expressly provided by these Articles or by the
         conditions of issue of such shares) be deemed to be varied by the
         creation or issue of further shares ranking after or pari passu
         therewith. The rights conferred upon the holders of Ordinary Shares
         shall be deemed not to be varied by the creation or issue of any
         Preferred Shares or any other class of preferred or preference share
         with such special rights attaching to them as may be set out in a
         Statement of Rights or other terms of issue or the redemption of
         Preferred Shares of any class or preferred or preference shares of any
         class in accordance with the applicable Statement of Rights or other
         terms of issue.

                               SHARE CERTIFICATES

24.      Every Shareholder shall be entitled:-

         (a)      without payment, to one certificate for all his shares of each
                  class and, when part only of the shares comprised in a
                  certificate is sold or transferred, to a new certificate for
                  the remainder of the shares so comprised; or


                                       6



         (b)      upon payment of such sum for each certificate as the Directors
                  shall from time to time determine, to several certificates
                  each for one or more of his shares of any class.

25.      Every certificate shall be issued within two months after allotment or
         lodgement of transfer (or within such other period as the conditions of
         issue shall provide), shall be issued either under seal or signed by
         two Directors or one Director and the Secretary, and shall specify the
         shares to which it relates and the amount paid up thereon and if so
         required by the Law, the distinguishing numbers of such shares.

26.      In respect of a share held jointly by several persons, the Company
         shall not be bound to issue more than one certificate, and delivery of
         a certificate for a share to one of several joint holders shall be
         sufficient delivery to all such holders.

27.      If a share certificate is defaced, lost or destroyed, it may be renewed
         on payment of such fee and on such terms (if any) as to evidence and
         indemnity and the payment of out-of-pocket expenses of the Company in
         relation thereto as the Directors think fit.

                             JOINT HOLDERS OF SHARES

28.      Where two or more persons are registered as the holders of any share
         they shall be deemed to hold the same as joint tenants with the benefit
         of survivorship, subject to the following provisions:-

         (a)      the Company shall not be bound to register more than four
                  persons as the joint holders of any share;

         (b)      the joint holders of any share shall be liable, severally as
                  well as jointly, in respect of all payments to be made in
                  respect of such share;

         (c)      any one of such joint holders may give a good receipt for any
                  dividend, bonus or return of capital payable to such joint
                  holders;

         (d)      only the senior of the joint holders of a share shall be
                  entitled to delivery of the certificate relating to such share
                  or to receive notices from the Company and any notice given to
                  the senior joint holder shall be deemed notice to all the
                  joint holders; and

         (e)      for the purpose of the provisions of this Article, seniority
                  shall be determined by the order in which the names of the
                  joint holders appear in the Register.

                            REGISTER OF SHAREHOLDERS

29.      The Directors shall keep or cause to be kept at the Office or at such
         other place in the Island where it is made up, as the Directors may
         from time to time determine, a Register in the manner required by the
         Law. In each year the Directors shall prepare or cause to be prepared
         and filed an annual return containing the particulars required by the
         Law.

                                      LIEN

30.      The Company shall have a first and paramount lien on every share (not
         being a fully paid share) for all monies, whether presently payable or
         not, called or payable at a fixed time in respect of such shares; and
         the Company shall also have a first and paramount lien on all shares
         (other than fully paid shares) registered in the name of a single
         Shareholder for all the debts and liabilities of such Shareholder or
         his estate to the Company, whether the same shall have been incurred
         before or after notice to the Company of any interest of any person
         other than such Shareholder and whether the period for the payment or
         discharge of the same shall have actually commenced or not, and
         notwithstanding that the same are joint debts or liabilities of such
         Shareholder or his


                                       7



         estate and any other person whether a Shareholder or not. The Company's
         lien (if any) on a share shall extend to all dividends or other monies
         payable thereon or in respect thereof. The Directors may resolve that
         any share shall, for such period as they think fit, be exempt from the
         provisions of this Article.

31.      The Company may sell, in such manner as the Directors think fit, any
         shares on which the Company has a lien, but no sale shall be made
         unless some monies in respect of which the lien exists are presently
         payable, and fourteen days have expired after a notice, stating and
         demanding payment of the monies presently payable and giving notice of
         intention to sell in default, shall have been served on the holder for
         the time being of the shares or the person entitled by reason of his
         death or bankruptcy to the shares.

32.      The net proceeds of such sale, after payment of the costs of such sale,
         shall be applied in or towards payment or satisfaction of the debt or
         liability in respect whereof the lien exists, so far as the same is
         presently payable, and any residue shall (subject to a like lien for
         debts or liabilities not presently payable as existed upon the shares
         prior to the sale) be paid to the person entitled to the shares at the
         time of the sale. For giving effect to any such sale the Directors may
         authorise a person to execute an instrument of transfer of the shares
         sold to the purchaser thereof. The purchaser shall be registered as the
         holder of the shares so transferred and he shall not be bound to see to
         the application of the purchase money nor shall his title to the shares
         be affected by any irregularity or invalidity in the proceedings in
         reference to the sale.

                                 CALLS ON SHARES

33.      The Directors may, subject to the provisions of these Articles and to
         any conditions of allotment, from time to time make calls upon the
         Shareholders in respect of any monies unpaid on their shares (whether
         on account of the nominal value of the shares or by way of premium)
         provided that (except as otherwise fixed by the conditions of
         application or allotment) no call on any share shall be payable within
         fourteen days of the date appointed for payment of the last preceding
         call, and each Shareholder shall (subject to being given at least
         fourteen clear days' notice specifying the time or times and place of
         payment) pay to the Company at the time or times and place so specified
         the amount called on his shares.

34.      A call may be made payable by instalments. A call may be postponed or
         wholly or in part revoked as the Directors may determine. A call shall
         be deemed to have been made at the time when the resolution of the
         Directors authorising the call was passed.

35.      If a sum called in respect of a share is not paid before or on the day
         appointed for payment thereof, the person from whom the sum is due may
         be required to pay interest on the sum from the day appointed for
         payment thereof to the time of actual payment at a rate determined by
         the Directors not exceeding the rate of ten per cent per annum.

36.      Any sum which by or pursuant to the terms of issue of a share becomes
         payable upon allotment or at any fixed date, whether on account of the
         amount of the share or by way of premium, shall, for all the purposes
         of these Articles, be deemed to be a call duly made and payable on the
         date on which, by or pursuant to the terms of issue, the same becomes
         payable, and in case of non-payment, all the relevant provisions of
         these Articles as to payment of interest, forfeiture or otherwise shall
         apply as if such sum had become payable by virtue of a call duly made
         and notified.

37.      The Directors may make arrangements on the issue of shares for a
         difference between the holders in the amount of calls to be paid and in
         the times of payment.


                                       8



38.      The Directors may, if they think fit, receive from any Shareholder
         willing to advance the same, all or any part of the money uncalled and
         unpaid upon the shares held by him beyond the sums actually called up
         thereon as a payment in advance of calls. Any such payment in advance
         of calls shall extinguish, so far as the same shall extend, the
         liability upon the shares in respect of which it is advanced. The
         Company may pay interest upon the money so received, or upon so much
         thereof as from time to time exceeds the amount of the calls then made
         upon the shares in respect of which it has been received, at such rate
         as the Directors shall think fit provided that any amount paid up in
         advance of calls shall not entitle the holder of the shares upon which
         such amount is paid to participate in respect thereof in any dividend
         until the same would but for such advance become presently payable.

                              FORFEITURE OF SHARES

39.      If a Shareholder fails to pay any call or instalment of a call on or
         before the day appointed for payment thereof, the Directors may at any
         time thereafter, during such time as any part of such call or
         instalment remains unpaid, serve a notice on him requiring payment of
         so much of the call or instalment as is unpaid, together with any
         interest which may have accrued and any expenses which may have been
         incurred by the Company by reason of such non-payment or accept their
         surrender instead if causing them to be so forfeited.

40.      The notice shall name a further day (not earlier than fourteen days
         from the date of service thereof) on or before which and the place
         where the payment required by the notice is to be made, and shall state
         that in the event of non-payment at or before the time and at the place
         appointed, the shares on which the call was made will be liable to be
         forfeited.

41.      If the requirements of any such notice as aforesaid are not complied
         with, any share in respect of which such notice has been given may at
         any time thereafter, before payment of all calls and interest due in
         respect thereof have been made, be forfeited by a resolution of the
         Directors to that effect, and such forfeiture shall include all
         dividends which shall have been declared on the forfeited shares and
         not actually paid before the forfeiture.

42.      When any share has been forfeited in accordance with these Articles,
         notice of the forfeiture shall forthwith be given to the holder of the
         share or the person entitled to the share by transmission, as the case
         may be, and an entry of such notice having been given, and of the
         forfeiture with the date thereof, shall forthwith be made in the
         Register opposite to the entry of the share; but no forfeiture shall be
         invalidated in any manner by any omission or neglect to give such
         notice or to make such entry as aforesaid.

43.      A forfeited or surrendered share may be sold, re-allotted or otherwise
         disposed of, either to the person who was before forfeiture or
         surrender the holder thereof or entitled thereto, or to any other
         person, upon such terms and in such manner as the Directors think fit,
         and at any time before a sale, re-allotment or disposition the
         forfeiture or surrender may be cancelled on such terms as the Directors
         think fit. The Directors may, if necessary, authorise some person to
         transfer a forfeited or surrendered share to any other person as
         aforesaid.

44.      A Shareholder whose shares have been forfeited or surrendered shall
         cease to be a Shareholder in respect of the forfeited or surrendered
         shares but shall, notwithstanding the forfeiture or surrender, remain
         liable to pay to the Company all monies which at the date of forfeiture
         or surrender were presently payable by him to the Company in respect of
         the shares, with interest thereon at a rate determined by the Directors
         not exceeding ten per cent per annum from the date of forfeiture or
         surrender as the case may be until payment and the Directors may
         enforce payment without any allowance for the value of the shares at
         the time of forfeiture or surrender.


                                       9



45.      An affidavit by a Director or the Secretary that a share has been duly
         forfeited or surrendered on the date stated therein shall be conclusive
         evidence of the facts so stated as against all persons claiming to be
         entitled to the share and such affidavit and the receipt of the Company
         for the consideration (if any) given for the share on the sale,
         re-allotment or disposal thereof, together with the certificate for the
         share delivered to a purchaser or allottee thereof, shall (subject to
         the execution of a transfer if the same be so required) constitute good
         title to the share and the person to whom the share is sold,
         re-allotted or disposed of shall be registered as the holder of the
         share and shall not be bound to see to the application of the
         consideration (if any), nor shall his title to the share be affected by
         any irregularity or invalidity in the proceedings in respect of the
         forfeiture, surrender, sale, re-allotment or disposal of the share.

46.      The provisions of these Articles as to forfeiture and surrender shall
         apply in the case of non-payment of any sum which by the terms of issue
         of a share becomes payable at a fixed time, whether on account of the
         amount of the share or by way of premium, as if the same had been
         payable by virtue of a call duly made and notified.

                       TRANSFER AND TRANSMISSION OF SHARES

47.      All transfers of shares shall be effected by notice (a "Transfer
         Notice") in the usual common form or in any other form approved by the
         Directors.

48.      All Transfer Notices shall be signed by or on behalf of the transferor
         and, in the case of a partly paid share, by the transferee. The
         transferor shall be deemed to remain the holder of the share until the
         name of the transferee is entered on the Register in respect thereof.

49.      The Directors may in their absolute discretion, and without assigning
         any reason therefor, refuse to register any transfer of partly paid
         shares or any transfer of shares on which the Company has a lien but
         shall not otherwise refuse to register a transfer of shares made in
         accordance with these Articles.

50.      The Directors may decline to recognise any Transfer Notice, unless:-

         (a)      the Transfer Notice is deposited at the Office or such other
                  place as the Directors may appoint accompanied by the
                  certificate for the shares to which it relates and such other
                  evidence as the Directors may reasonably require to show the
                  right of the transferor to make the transfer; and

         (b)      the Transfer Notice is in respect of only one class of shares.

51.      If the Directors refuse to register any transfer of shares they shall,
         within two months after the date on which the Transfer Notice was
         lodged with the Company, send to the proposed transferor and transferee
         notice of the refusal.

52.      All Transfer Notices relating to transfers of shares which are
         registered shall be retained by the Company, but any Transfer Notices
         relating to transfers of shares which the Directors decline to register
         shall (except in any case of fraud) be returned to the person
         depositing the same.

53.      The registration of transfers of shares or of any class of shares may
         not be suspended.

54.      Unless otherwise decided by the Directors in their sole discretion, no
         fee shall be charged in respect of the registration of any probate,
         letters of administration, certificate of marriage or death, power of
         attorney or other document relating to or affecting the title to any
         shares.


                                       10



55.      In respect of any allotment of any share the Directors shall have the
         same right to decline to approve the registration of any renouncee of
         any allottee as if the application to allot and the renunciation were a
         transfer of a share under these Articles.

56.      In the case of the death of a Shareholder, the survivors or survivor,
         where the deceased was a joint holder, and the executors or
         administrators of the deceased, where he was a sole or only surviving
         holder, shall be the only persons recognised by the Company as having
         any title to his interest in the shares, but nothing in this Article
         shall release the estate of a deceased joint holder from any liability
         in respect of any share jointly held by him.

57.      Any guardian of an infant Shareholder and any curator or guardian or
         other legal representative of a Shareholder under legal disability and
         any person becoming entitled to a share in consequence of the death or
         insolvency or bankruptcy of a Shareholder or otherwise by operation of
         law may, upon such evidence as to his entitlement being produced as may
         from time to time be required by the Directors and subject as
         hereinafter provided, elect either to be registered himself as the
         holder of the share or to have some person nominated by him registered
         as the holder thereof.

58.      If the person so becoming entitled shall elect to be registered
         himself, he shall deliver or send to the Company a notice signed by him
         stating that he so elects together with such evidence as to his
         entitlement as may from time to time be required by the Directors. If
         he shall elect to have another person registered, he shall testify his
         election by signing a Transfer Notice in favour of that person. All the
         limitations, restrictions and provisions of these Articles relating to
         the right to transfer and the registration of transfers of shares shall
         be applicable to any such notice or Transfer Notice as aforesaid as
         would have existed had such transfer occurred before the death,
         insolvency or bankruptcy of the Shareholder concerned.

59.      A person becoming entitled to a share by reason of the death or
         insolvency or bankruptcy of a Shareholder or otherwise by operation of
         law shall, upon such evidence as to his entitlement being produced as
         may from time to time be required by the Directors, be entitled to the
         same dividends and other advantages to which he would be entitled if he
         were the registered holder of the share, except that he shall not,
         before being registered as a Shareholder in respect of the share, be
         entitled in respect of it to exercise any right conferred by membership
         in relation to meetings of the Company provided always that the
         Directors may at any time give notice requiring any such person to
         elect either to be registered himself or to transfer the share and if
         the notice is not complied with within one month such person shall be
         deemed to have so elected to be registered himself and all the
         restrictions on the transfer and transmission of shares contained in
         these Articles shall apply to such election.

                                GENERAL MEETINGS

60.      An annual general meeting shall be held once in every calendar year,
         either in or outside the Island, at such time and place as may be
         determined by the Directors. All other general meetings shall be called
         extraordinary general meetings.

61.      The Directors may whenever they think fit, and upon a requisition made
         in writing by Shareholders in accordance with the Law the Directors
         shall, convene an extraordinary general meeting of the Company.

62.      At any extraordinary general meeting called pursuant to a requisition,
         unless such meeting is called by the Directors, no business other than
         that stated in the requisition as the objects of the meeting shall be
         transacted.


                                       11



                                 CLASS MEETINGS

63.      Save as is provided in these Articles or any Statement of Rights, all
         the provisions of these Articles and of the Law relating to general
         meetings of the Company and to the proceedings thereat shall apply,
         mutatis mutandis, to every class meeting. Subject to the provisions of
         these Articles and any Statement of Rights, at any class meeting the
         holders of shares of the relevant class shall, on a poll, have one vote
         in respect of each share of that class held by each of them.

                           NOTICE OF GENERAL MEETINGS

64.      At least twenty-one clear days' notice shall be given to Shareholders
         entitled to receive notice thereof of every annual general meeting and
         of every general meeting called for the passing of a Special
         Resolution, and at least fourteen clear days' notice shall be given of
         all other general meetings. Every notice shall specify the place, the
         day and the time of the meeting and in the case of special business,
         the general nature of such business and, in the case of an annual
         general meeting, shall specify the meeting as such. Notice of every
         meeting shall be given in the manner hereinafter mentioned to the
         Shareholders entitled to receive notice thereof and to the Directors
         and to the auditors.

65.      A meeting of the Company shall, notwithstanding that it is called by
         shorter notice than that specified in Article 64 hereof, be deemed to
         have been duly called if it is so agreed:-

         (a)      in the case of an annual general meeting, by all the
                  Shareholders entitled to attend and vote thereat; and

         (b)      in the case of any other meeting, by a majority in number of
                  Shareholders having a right to attend and vote at the meeting,
                  being a majority together holding not less than ninety-five
                  per cent of the total voting rights of the shareholders who
                  have that right.

66.      In every notice calling a meeting of the Company there shall appear
         with reasonable prominence a statement that a Shareholder entitled to
         attend and vote is entitled to appoint one or more proxies to attend
         and vote instead of him and that a proxy need not also be a
         Shareholder.

67.      It shall be the duty of the Company, subject to the provisions of the
         Law, on the calling of a meeting on the requisition in writing of such
         number of Shareholders as is specified by the Law:-

         (a)      to give to the Shareholders entitled to receive notice of
                  general meetings and to the Directors notice of any resolution
                  which may properly be moved and which it is intended to move
                  at that meeting; and

         (b)      to circulate to Shareholders entitled to have notice of any
                  general meeting sent to them, any statement of not more than
                  one thousand words with respect to the matter referred to in
                  any proposed resolution or the business to be dealt with at
                  that meeting.

68.      The accidental omission to give notice of a meeting to, or the
         non-receipt of notice of a meeting by, any person entitled to receive
         notice shall not invalidate the proceedings at that meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

69.      The business of an annual general meeting shall be to receive and
         consider the accounts of the Company and the reports of the Directors
         and auditors, to elect Directors (if necessary), to elect auditors and
         fix their remuneration, to sanction a dividend if thought fit so to do,
         and to transact any other business of which notice has been given.


                                       12



70.      No business shall be transacted at any general meeting except the
         adjournment of the meeting unless a quorum of Shareholders entitled to
         vote at such meeting is present at the time when the meeting proceeds
         to business. Such quorum shall consist of not less than two such
         Shareholders present in person holding shares conferring not less than
         one-third of the total voting rights of all the Shareholders entitled
         to vote at the general meetings provided that, if at any time all of
         the issued shares in the Company entitling any Shareholder to vote at a
         general meeting are held by one Shareholder, such quorum shall consist
         of the Shareholder present in person.

71.      If within half an hour from the time appointed for the meeting a quorum
         is not present, or if during the meeting a quorum ceases to be present,
         the meeting, if convened by or upon the requisition of Shareholders,
         shall be dissolved. If otherwise convened the meeting shall stand
         adjourned to the same day in the next week at the same time and place
         or such day, time and place as the Directors shall determine.

72.      The chairman (if any) of the Directors shall preside as chairman at
         every general meeting of the Company. If there is no such chairman, or
         if at any meeting he is not present the Shareholders present in person
         shall choose one of the Directors present to be chairman, or if no
         Director shall be present and willing to take the chair the
         Shareholders present in person shall choose one of their number to be
         chairman.

73.      The chairman may with the consent of any meeting at which a quorum is
         present (and shall if so directed by the meeting) adjourn the meeting
         from time to time and from place to place, but no business shall be
         transacted at any adjourned meeting other than the business left
         unfinished at the meeting from which the adjournment took place. When a
         meeting is adjourned for thirty days or more, notice of the adjourned
         meeting shall be given as in the case of the original meeting. Save as
         aforesaid, it shall not be necessary to give any notice of any
         adjourned meeting or of the business to be transacted at an adjourned
         meeting.

74.      Except where otherwise provided in the Law or in these Articles, all
         resolutions shall be adopted if approved by a majority of the votes
         cast. In the event of an equality of votes at any general meeting,
         whether upon a show of hands or on a poll, the chairman shall not be
         entitled to a second or casting vote.

75.      The validity of any resolution shall not be affected by the failure of
         any proxy, attorney or representative to vote in accordance with the
         instructions (if any) of the Shareholder who appointed him.

76.      At any general meeting every question shall be decided in the first
         instance by a show of hands and, unless a poll is demanded by the
         chairman or by any Shareholder, a declaration by the chairman that a
         resolution has on a show of hands been carried or not carried, or
         carried or not carried by a particular majority or lost, and an entry
         to that effect in the minutes of the meeting shall be conclusive
         evidence of the fact without proof of the number or proportion of the
         votes recorded in favour of or against such resolution.

77.      If a poll is demanded in the manner mentioned above, it shall be taken
         at such time (within twenty-one days) and in such manner as the
         chairman directs and the results of such poll shall be deemed to be the
         resolution of the Company in general meeting.  A poll may be demanded
         upon the election of the chairman and upon a question of adjournment
         and such poll shall be taken forthwith without adjournment.  Any
         business other than that upon which a poll has been demanded may
         proceed pending the taking of the poll.


78.      Minutes of all resolutions and proceedings of general meetings shall be
         duly and regularly entered in books kept for that purpose and shall be
         available for inspection by a Shareholder during business hours without
         charge. A Shareholder may require a copy of any such minutes in such
         manner, and upon payment of such sum, as provided in the Law.

79.      If a Shareholder is by any means in communication with one or more
         other Shareholders so that each Shareholder participating in the
         communication can hear what is said by any other of them, each
         Shareholder so participating in the communication is deemed to be
         present in person at a meeting with the other Shareholders so
         participating, notwithstanding that all the Shareholders so
         participating are not present together in the same place. A meeting at
         which any or all of the Shareholders participate as aforesaid shall be
         deemed to be a general meeting of the Company for the purposes of these
         Articles notwithstanding any other provisions of these Articles and all
         of the provisions of these Articles and of the Law relating to general
         meetings of the Company and to the proceedings thereat shall apply,
         mutatis mutandis, to every such meeting.


                                       13



80.      A resolution in writing (including a Special Resolution but excluding a
         resolution removing an auditor or removing a Director before the
         expiration of his term of office) signed by all Shareholders who would
         be entitled to receive notice of and to attend and vote at a general
         meeting at which such a resolution would be proposed, or by their duly
         appointed attorneys, shall be as valid and effectual as if it had been
         passed at a general meeting of the Company duly convened and held. Any
         such resolution may consist of several documents in the like form each
         signed by one or more of the Shareholders or their attorneys and
         signature in the case of a corporate body which is a Shareholder shall
         be sufficient if made by a director or other duly authorised officer
         thereof or its duly appointed attorney.

81.      (1)      On a show of hands every Shareholder present in person shall
                  have one vote.

         (2)      Subject to any special voting powers or restrictions for the
                  time being attached to any shares, as may be specified in the
                  terms of issue thereof, these Articles or any Statement of
                  Rights, on a poll every Shareholder present in person shall
                  have one vote for each share held by him.

82.      Where there are joint registered holders of any share, such persons
         shall not have the right of voting individually in respect of such
         share but shall elect one of their number to represent them and to vote
         whether in person or by proxy in their name. In default of such
         election the person whose name appears first in order in the Register
         in respect of such share shall be the only person entitled to vote in
         respect thereof.

83.      A Shareholder for whom a special or general attorney is appointed or
         who is suffering from some other legal incapacity or interdiction in
         respect of whom an order has been made by any court having jurisdiction
         (whether in the Island of Jersey or elsewhere) in matters concerning
         legal incapacity or interdiction may vote, whether on a show of hands
         or on a poll, by his attorney, curator, or other person authorised in
         that behalf appointed by that court, and any such attorney, curator or
         other person may vote by proxy. Evidence to the satisfaction of the
         Directors of the authority of such attorney, curator or other person
         may be required by the Directors prior to any vote being exercised by
         such attorney, curator or other person.

84.      The Directors and the auditors shall be entitled to receive notice of
         and to attend and speak at any meeting of Shareholders. Save as
         aforesaid and as provided in Article 83 hereof, no person shall be
         entitled to be present or take part in any proceedings or vote either
         personally or by proxy at any general meeting unless he has been
         registered as owner of the shares in respect of which he claims to
         vote.

85.      (1)      No objection shall be raised to the qualification of any voter
                  except at the meeting or adjourned meeting at which the vote
                  objected to is given or tendered, and every vote not
                  disallowed at such meeting shall be valid for all purposes.
                  Any such objection made in due time shall be referred to the
                  chairman of the meeting whose decision shall be final and
                  conclusive.

         (2)      Where a person is authorised under Article 97 hereof to
                  represent a body corporate at a general meeting of the Company
                  the Directors or the chairman of the meeting may require him
                  to produce a certified copy of the resolution from which he
                  derives his authority.

86.      On a poll a Shareholder entitled to more than one vote need not use all
         his votes or cast all the votes he uses in the same way.

87.      A Shareholder may appoint any person (whether or not a Shareholder) to
         act as his proxy at any meeting of Shareholders (or of any class of
         Shareholders) in respect of all or a particular number of the shares
         held by him. A Shareholder may appoint more than one person to act as
         his proxy and each such person shall act as proxy for the Shareholder
         for the number of shares specified in the instrument appointing the
         person as a proxy. If a Shareholder appoints more than one person to


                                       14



         act as his proxy, each instrument appointing a proxy shall specify the
         number of shares held by the Shareholder for which the relevant person
         is appointed his proxy.

88.      The instrument appointing a proxy shall be in writing under the hand of
         the appointor or of his attorney duly authorised in writing or if the
         appointor is a corporation either under seal or under the hand of an
         officer or attorney duly authorised. A proxy need not be a Shareholder.

89.      Each duly appointed proxy has the same rights as the Shareholder by
         whom he was appointed to:

         (a)      speak at a meeting; and

         (b)      vote at a meeting in respect of the number of shares held by
                  the Shareholder for which he is appointed his proxy.

90.      If a Shareholder appoints more than one proxy (but subject to the
         voting instructions (if any) given by the Shareholder), no proxy
         appointed by the Shareholder need cast all the votes used by him in
         respect of any resolution in the same way as any other proxy appointed
         by the Shareholder.

91.      The instrument appointing a proxy and the power of attorney or other
         authority (if any) under which it is signed, or a notarially certified
         copy of that power or authority, shall be deposited at the Office
         within such time (not exceeding forty-eight hours) before the time for
         holding the meeting or adjourned meeting or for the taking of a poll at
         which the person named in the instrument proposes to vote as the
         Directors may from time to time determine.

92.      The instrument appointing a proxy may be in any common form or in any
         other form approved by the Directors including the following form:-

         "WNS (HOLDINGS) LIMITED

         I/We [ ] of [ ] being a Shareholder/Shareholders of the above named
         Company hereby appoint [ ] of [ ] or failing him [ ] of [ ] as my/our
         proxy to vote for me/us on my/our behalf at the (annual or
         extraordinary as the case may be) general meeting of the Company to be
         held on the [ ] day of [ ] and at any adjournment thereof.

         Signed this[ ] day of [ ]"

93.      Unless the contrary is stated thereon the instrument appointing a proxy
         shall be as valid as well for any adjournment of the meeting as for the
         meeting to which it relates. If an instrument of proxy relating to more
         than one meeting (including any adjournment thereof) is deposited at
         the Office (or such other place as may be specified from time to time
         by the Directors for this purpose) in accordance with Article 91 hereof
         (together with any other document required to be deposited by that
         Article) for the purposes of any meeting, neither the instrument of
         proxy nor any such other document need be deposited for the purposes of
         any subsequent meeting to which the instrument of proxy relates.

94.      A vote given in accordance with the terms of an instrument of proxy
         shall be valid notwithstanding the previous death or insanity of the
         principal or revocation of the proxy or of the authority under which
         the proxy was executed provided that no intimation in writing of such
         death, insanity or revocation shall have been received by the Company
         at the Office before the


                                       15



         commencement of the meeting or adjourned meeting or the taking of the
         poll at which the proxy is used.

95.      A Shareholder may attend and participate at any meeting notwithstanding
         that he has appointed one or more persons to act as his proxy at the
         meeting. No instrument appointing a proxy shall be revoked by the
         appointing Shareholder attending and participating in a meeting, unless
         the appointing Shareholder votes on a poll at the meeting in respect of
         the shares for which the relevant proxy is appointed his proxy.

96.      The Directors may at the expense of the Company send by post or
         otherwise to the Shareholders instruments of proxy (with or without
         provision for their return prepaid) for use at any general meeting or
         at any separate meeting of the holders of any class of shares of the
         Company either in blank or nominating in the alternative any one or
         more of the Directors or any other persons. If for the purpose of any
         meeting invitations to appoint as proxy a person or one or more of a
         number of persons specified in the invitations are issued at the
         Company's expense they shall be issued to all (and not to some only) of
         the Shareholders entitled to be sent a notice of the meeting and to
         vote thereat by proxy.

                             CORPORATE SHAREHOLDERS

97.      Any body corporate which is a Shareholder may by resolution of its
         directors or other governing body authorise such person as it thinks
         fit to act as its representative at any meeting of Shareholders (or of
         any class of Shareholders) in respect of all or a particular number of
         the shares held by the Shareholder. A body corporate which is a
         Shareholder may appoint more than one person to act as its
         representative. If a body corporate which is a Shareholder appoints
         more than one person to act as its representative, each resolution (and
         each instrument of appointment) shall specify the number of shares held
         by the Shareholder for which the relevant person is appointed its
         representative. For the avoidance of doubt, any body corporate which is
         a Shareholder may by resolution of its directors or other governing
         body (or otherwise as permitted by its constitution) appoint (in
         addition to the representatives (if any) appointed by it) any number of
         persons to act as its proxy at any meeting of Shareholders (or of any
         class of Shareholders) in respect of all or a particular number of the
         shares held by the Shareholder.

98.      Each person duly authorised to act as a representative of a body
         corporate which is a Shareholder shall be entitled to exercise on
         behalf of the Shareholder the same powers (in respect of the number of
         shares held by the Shareholder for which the relevant person is
         appointed its representative) as the Shareholder could exercise if it
         were a natural person.

99.      If a Shareholder which is a body corporate appoints more than one
         representative (but subject to the voting instructions (if any) given
         by the Shareholder), no representative need cast all the votes used by
         him in respect of any resolution in the same way as any other
         representative or any proxy appointed by the Shareholder.

                                    DIRECTORS

100.     The Directors shall determine the maximum and minimum number of
         Directors provided that the minimum number of Directors shall be not
         less than three. The Company shall keep or cause to be kept at the
         Office a register of its Directors in the manner required by the Law.


                                       16



101.     A Director need not be a Shareholder but shall nevertheless be entitled
         to receive notice of and to attend and speak at any general meeting or
         at any separate meeting of the holders of any class of shares in the
         Company.

102.     The Directors shall be paid out of the funds of the Company their
         travelling and other expenses properly and necessarily expended by them
         in attending meetings of the Directors or Shareholders or otherwise on
         the affairs of the Company. They shall also be paid by way of
         remuneration for their services such sum as shall be fixed by Ordinary
         Resolution of the Company, which, subject to such Ordinary Resolution,
         shall be divided between them as they shall agree or, failing
         agreement, equally and shall be deemed to accrue from day to day. If
         any Director shall be appointed agent or to perform extra services or
         to make any special exertions or to go or reside abroad for any of the
         purposes of the Company, the Directors may remunerate such Director
         therefor either by a fixed sum or by commission or participation in
         profits or otherwise or partly in one way and partly in another as they
         think fit, and such remuneration may be either in addition to or in
         substitution for his remuneration hereinbefore provided.

                               ALTERNATE DIRECTORS

103.     Any Director may at his sole discretion and at any time and from time
         to time appoint any person (other than a person disqualified by law
         from being a director of a company) as an alternate Director to attend
         and vote in his place at any meetings of Directors at which he is not
         personally present. Each Director shall be at liberty to appoint under
         this Article more than one alternate Director provided that only one
         such alternate Director may at any one time act on behalf of the
         Director by whom he has been appointed. Every such appointment shall be
         effective and the following provisions shall apply in connection
         therewith:-

         (a)      every alternate Director while he holds office as such shall
                  be entitled to notice of meetings of Directors and to attend
                  and to exercise all the rights and privileges of his appointor
                  at all such meetings at which his appointor is not personally
                  present;

         (b)      every alternate Director shall ipso facto vacate office if and
                  when his appointment expires or the Director who appointed him
                  ceases to be a Director of the Company or removes the
                  alternate Director from office by notice under his hand served
                  upon the Company;

         (c)      every alternate Director shall be entitled to be paid all
                  travelling, hotel and other expenses reasonably incurred by
                  him in attending meetings. The remuneration (if any) of an
                  alternate Director shall be payable out of the remuneration
                  payable to the Director appointing him as may be agreed
                  between them;

         (d)      a Director may act as alternate Director for another Director
                  and shall be entitled to vote for such other Director as well
                  as on his own account, but no Director shall at any meeting be
                  entitled to act as alternate Director for more than one other
                  Director; and

         (e)      a Director who is also appointed an alternate Director shall
                  be considered as two Directors for the purpose of making a
                  quorum of Directors when such quorum shall exceed two.

         If a Director who has appointed an alternate Director is for the time
         being temporarily unable to act through ill health or disability the
         signature of the alternate Director to any resolution in writing made
         by the Directors shall be as effective as the signature of his
         appointer.

104.     The instrument appointing an alternate Director may be in any form
         approved by the Directors including the following form:-

         "WNS (HOLDINGS) LIMITED


                                       17



         I, [ ] a Director of the above named Company, in pursuance of the power
         in that behalf contained in the Articles of Association of the Company,
         do hereby nominate and appoint [ ] of [ ] to act as alternate Director
         in my place at the meeting of the Directors to be held on the [ ] day
         of [ ] and at any adjournment thereof which I am unable to attend and
         to exercise all my duties as a Director of the Company at such meeting.

         Signed this [ ] day of [ ]"

105.     Save as otherwise provided in Article 102(b) hereof, any appointment or
         removal of an alternate Director shall be by notice signed by the
         Director making or revoking the appointment and shall take effect when
         lodged at the Office or otherwise notified to the Company in such
         manner as is approved by the Directors.

                               EXECUTIVE DIRECTORS

106.     The Directors may from time to time appoint one or more of their number
         to be the holder of any executive office on such terms and for such
         periods as they may determine. The appointment of any Director to any
         executive office shall be subject to termination if he ceases to be a
         Director, but without prejudice to any claim for damages for breach of
         any contract of service between him and the Company.

107.     The Directors may entrust to and confer upon a Director holding any
         executive office any of the powers exercisable by the Directors, upon
         such terms and conditions and with such restrictions as they think fit,
         and either collaterally with or to the exclusion of their own powers
         and may from time to time revoke, withdraw, alter or vary all or any of
         such powers.

                            APPOINTMENT OF DIRECTORS

108.     Subject to the provisions of Articles 100, 110 and 123 hereof, only
         the Directors shall have power at any time and from time to time to
         appoint any person to be a Director, either to fill any vacancy or as
         an addition to the existing Directors. The Directors may determine that
         a vacancy shall be filled as the Company in general meeting may direct.
         Any Director who is appointed shall hold office until he resigns, until
         the annual general meeting for the year in which his term of office
         expires or until he is disqualified in accordance with Article 113
         hereof, whichever happens first. A vacancy for the purposes solely of
         this Article 108 shall be deemed to exist if a Director dies or if he
         vacates his office under Article 113 hereof but not on the expiry of
         his term of office.

109.     The Directors shall be divided into three classes designated as class
         I, class II and class III. Each class of Directors shall consist, as
         nearly as possible, of one-third of the total number of Directors. The
         Directors shall be assigned to each class as shall be determined by
         them. At the annual general meeting of the Company held in 2007, the
         term of office of the class I Directors shall expire and class I
         Directors shall be elected for a full term of three years. At the
         annual general meeting of the Company held in 2008, the term of office
         of the class II Directors shall expire and class II Directors shall be
         elected for a full term of three years. At the annual general meeting
         of the Company held in 2009, the term of office of the class III
         Directors shall expire and class III Directors shall be elected for a
         full term of three years. At each succeeding annual general meeting,
         Directors shall be elected for a term of three years to succeed the
         Directors of the class whose term of office expires at such annual
         general meeting. If the number of Directors is changed by resolution of
         the Directors, any increase or decrease shall be apportioned among the
         classes so as to maintain the number of Directors in each class as
         nearly equal as possible, and any Director of any class elected to fill
         a vacancy shall hold office for a term that shall coincide with the
         remaining term of the other Directors of that class but in no case
         shall a decrease in the number of Directors shorten the term of any
         Director then in office.


                                       18



110.     At any general meeting at which a Director retires or at which his
         period of office expires, the Company shall elect a Director to fill
         the vacancy.

111.     Where the number of persons validly proposed for election or
         re-election as a Director is greater than the number of Directors to be
         elected, the persons receiving the most votes (up to the number of
         Directors to be elected) shall be elected as Directors and an absolute
         majority of the votes cast shall not be a pre-requisite to the election
         of such Directors.

112.     Thirty clear days' notice expiring on the anniversary of the preceding
         annual general meeting of the Company shall be given to the Company of
         the intention of any Shareholder or Shareholders holding at least
         one-tenth of the total voting rights of the Shareholders who have the
         right to vote at general meetings to propose any person for election to
         the office of Director provided always that, if the Shareholders
         present at a general meeting unanimously consent, the chairman of such
         meeting may waive the said notice and submit to the meeting the name of
         any person duly qualified and willing to act.

             RESIGNATION, DISQUALIFICATION AND REMOVAL OF DIRECTORS

113.     The office of a Director shall be vacated if:-

         (a)      he resigns his office by notice to the Company; or

         (b)      he ceases to be a Director by virtue of any provision of the
                  Law or he becomes prohibited or disqualified by law from being
                  a Director; or

         (c)      he becomes bankrupt or makes any arrangement or composition
                  with his creditors generally; or

         (d)      if he becomes of unsound mind; or

         (e)      he is removed from office for gross negligence or criminal
                  conduct by Ordinary Resolution of the Shareholders.

                               POWERS OF DIRECTORS

114.     The business of the Company shall be managed by the Directors who may
         exercise all such powers of the Company as are not by the Law or these
         Articles required to be exercised by the Company in general meeting,
         and the power and authority to represent the Company in all
         transactions relating to real and personal property and all other legal
         or judicial transactions, acts and matters and before all courts of law
         shall be vested in the Directors. The Directors' powers shall be
         subject to any regulations of these Articles, to the provisions of the
         Law and to such regulations, being not inconsistent with the aforesaid
         regulations or provisions, as may be prescribed by the Company in
         general meeting, but no regulations made by the Company in general
         meeting shall invalidate any prior act of the Directors which would
         have been valid if such regulations had not been made.

115.     The Directors may, by power of attorney, mandate or otherwise, appoint
         any person to be the agent of the Company for such purposes and on such
         conditions as they determine, including authority for the agent to
         delegate all or any of his powers.


                                       19



                           TRANSACTIONS WITH DIRECTORS

116.     A Director, including an alternate Director, may hold any other office
         or place of profit under the Company (other than the office of auditor)
         in conjunction with his office of Director and may act in a
         professional capacity to the Company on such terms as to tenure of
         office, remuneration and otherwise as the Directors may determine.

117.     (1)      Subject to the provisions of the Law, and provided that he has
                  disclosed to the Directors the nature and extent of any of his
                  interests which conflict or may conflict to a material extent
                  with the interests of the Company at the first meeting of the
                  Directors at which a transaction is considered or as soon as
                  practical after that meeting by notice in writing to the
                  Secretary or has otherwise previously disclosed that he is to
                  be regarded as interested in a transaction with a specific
                  person, a Director notwithstanding his office:-

         (a)      may be a party to, or otherwise interested in, any transaction
                  or arrangement with the Company or in which the Company is
                  otherwise interested;

         (b)      may be a director or other officer of, or employed by, or a
                  party to any transaction or arrangement with, or otherwise
                  interested in, any body corporate promoted by the Company or
                  in which the Company is otherwise interested; and

         (c)      shall not, by reason of his office, be accountable to the
                  Company for any benefit which he derives from any such office
                  or employment or from any such transaction or arrangement or
                  from any interest in any such body corporate and no such
                  transaction or arrangement shall be liable to be avoided on
                  the ground of any such interest or benefit.

         (2)      For the purposes of paragraph (1) above:-

         (a)      a general notice given to the Directors or Secretary in the
                  manner specified in paragraph (1) above that a Director is to
                  be regarded as having an interest of the nature and extent
                  specified in the notice in any transaction or arrangement in
                  which a specified person or class of persons is interested
                  shall be deemed to be a disclosure that the Director has an
                  interest in any such transaction of the nature and extent so
                  specified; and

         (b)      an interest of which a Director has no knowledge and of which
                  it is unreasonable to expect him to have knowledge shall not
                  be treated as an interest of that Director.

118.     Where disclosure of an interest is made to the Secretary in accordance
         with Article 117 the Secretary shall inform the Directors that it has
         been made and table the notice of the disclosure at the next meeting of
         the Directors. Any disclosure at a meeting of the Directors shall be
         recorded in the minutes of the meeting.

                            PROCEEDINGS OF DIRECTORS

119.     The Directors may meet together for the despatch of business, adjourn
         and otherwise regulate their meetings as they think fit. Questions
         arising at any meeting shall be determined by a majority of votes. In
         case of an equality of votes the chairman shall have a second or
         casting vote. A Director who is also an alternate Director shall be
         entitled, in the absence of the Director whom he is representing, to a
         separate vote on behalf of such Director in addition to his own vote. A
         Director may, and the Secretary on the requisition of a Director shall,
         at any time, summon a meeting of the Directors by giving to each
         Director and alternate Director not less than twenty-four hours' notice
         of the meeting provided that any meeting may be convened at shorter
         notice and in such manner as each Director or his alternate Director
         shall approve provided further that unless otherwise resolved by the
         Directors notices of Directors' meetings need not be in writing.


                                       20



120.     A meeting of the Directors at which a quorum is present shall be
         competent to exercise all powers and discretions for the time being
         exercisable by the Directors. The quorum necessary for the transaction
         of the business of the Directors may be fixed by the Directors, and
         unless so fixed at any other number shall be three, of whom two shall
         not be Executive Directors. Where more than three Directors are present
         at a meeting, a majority of them must not be Executive Directors in
         order for the meeting to be quorate. For the purposes of this Article
         and subject to the provisions of Article 103(e) hereof an alternate
         Director shall be counted in a quorum, but so that not less than two
         individuals will constitute the quorum.

121.     A Director, notwithstanding his interest, may be counted in the quorum
         present at any meeting at which he is appointed to hold any office or
         place of profit under the Company, or at which the terms of his
         appointment are arranged, but he may not vote on his own appointment or
         the terms thereof or on any proposal to select him for re-election as a
         Director.

122.     A Director, notwithstanding his interest, may be counted in the quorum
         present at any meeting at which any contract or arrangement in which he
         is interested is considered and, subject to the provisions of Articles
         117 hereof, he may vote in respect of any such contract or arrangement.

123.     The continuing Directors may act notwithstanding any vacancies in their
         number, but, if the number of Directors is less than the number fixed
         as the quorum, the continuing Directors may act only for the purpose of
         filling vacancies or of calling a general meeting of the Company. If
         there are no Directors or no Director is able or willing to act, then
         any Shareholder or the Secretary may summon a general meeting for the
         purpose of appointing Directors.

124.     The Directors may from time to time elect from their number, and
         remove, a chairman and/or deputy chairman and/or vice-chairman and
         determine the period for which they are to hold office. The chairman,
         or in his absence the deputy chairman, or in his absence, the
         vice-chairman, shall preside at all meetings of the Directors, but if
         no such chairman, deputy chairman or vice-chairman be elected, or if at
         any meeting the chairman, the deputy chairman and vice-chairman be not
         present within five minutes after the time appointed for holding the
         same, the Directors present may choose one of their number to be the
         chairman of the meeting.

125.     The Directors may delegate any of their powers to committees consisting
         of such Directors or Director or such other persons as they think fit.
         Any committee so formed shall in the exercise of the powers so
         delegated conform to any regulations that may be imposed on it by the
         Directors. The meetings and proceedings of any such committee
         consisting of two or more persons shall be governed by the provisions
         of these Articles regulating the meetings and proceedings of the
         Directors, so far as the same are applicable and are not superseded by
         any regulations made by the Directors under this Article.

126.     If a Director is by any means in communication with one or more other
         Directors so that each Director participating in the communication can
         hear what is said by any other of them, each Director so participating
         in the communication is deemed to be present at a meeting with the
         other Directors so participating, notwithstanding that all the
         Directors so participating are not present together in the same place.

127.     A resolution in writing of which notice has been given to all of the
         Directors or to all of the members of a committee appointed pursuant to
         Article 125 hereof (as the case may be), if signed by a majority of the
         Directors or of the members of such committee (as the case may be),
         shall be valid and effectual as if it had been passed at a meeting of
         the Directors or of the relevant committee and may consist of two or
         more documents in like form each signed by one or more of the Directors
         or members of the relevant committee.


                                       21



128.     All acts done bona fide by any meeting of Directors or of a committee
         appointed by the Directors or by any person acting as a Director shall,
         notwithstanding that it is afterwards discovered that there was some
         defect in the appointment of any such Director or committee or person
         acting as aforesaid, or that they or any of them were disqualified or
         had vacated office or were not entitled to vote, be as valid as if
         every such person had been duly appointed and was qualified and had
         continued to be a Director or a member of a committee appointed by the
         Directors and had been entitled to vote.

                                   MINUTE BOOK

129.     The Directors shall cause all resolutions in writing passed in
         accordance with Articles 80 and 127 hereof and minutes of proceedings
         at all general meetings of the Company or of the holders of any class
         of shares and of the Directors and of committees appointed by the
         Directors to be entered in books kept for the purpose. Any minutes of a
         meeting, if purporting to be signed by the chairman of the meeting or
         by the chairman of the next succeeding meeting, shall be evidence of
         the proceedings.

                                    SECRETARY

130.     The Secretary shall be appointed by the Directors and any secretary so
         appointed may be removed by the Directors. Anything required or
         authorised to be done by or to the Secretary may, if the office is
         vacant or there is for any other reason no secretary capable of acting,
         be done by or to any assistant or deputy secretary or if there is no
         assistant or deputy secretary capable of acting, by or to any officer
         of the Company authorised generally or specially in that behalf by the
         Directors provided that any provisions of these Articles requiring or
         authorising a thing to be done by or to a Director and the Secretary
         shall not be satisfied by its being done by or to the same person
         acting both as Director and as, or in place of, the Secretary. The
         Company shall keep or cause to be kept at the Office a register of
         particulars with regard to its Secretary in the manner required by the
         Law.

                            EXECUTION OF INSTRUMENTS

131.     The Company may have a common seal and may in accordance with the Law
         have an official seal for use outside of the Island and an official
         seal for sealing securities issued by the Company or for sealing
         documents creating or evidencing securities so issued. The Directors
         shall provide for the safe custody of all seals and no seal shall be
         used except by the authority of a resolution of the Directors or of a
         committee of the Directors authorised in that behalf by the Directors.

132.     The Directors may from time to time make such regulations as they think
         fit determining the persons and the number of such persons who shall
         sign every instrument to which a seal is affixed and until otherwise so
         determined every such instrument shall be signed by one Director and
         shall be countersigned by the Secretary or by a second Director. The
         Company may, in writing under its common seal, authorise an agent
         appointed for the purpose to affix any official seal to a document to
         which the Company is a party.

133.     (1)      Approved Documents may be signed for and on behalf of the
                  Company by such person or persons as the Directors may from
                  time to time authorise. In the absence of an express
                  authorisation to execute an Approved Document any two of the
                  Directors may execute such Approved Documents for and on
                  behalf of the Company.

         (2)      The term "Approved Documents" as used in this Article shall
                  mean all written documents that have been duly approved by the
                  Directors for execution for and on behalf of the Company.


                                       22



                           AUTHENTICATION OF DOCUMENTS

134.     Any Director or the Secretary or any person appointed by the Directors
         for the purpose shall have power to authenticate any documents
         affecting the constitution of the Company (including the Memorandum of
         Association and these Articles) and any resolutions passed by the
         Company or the Directors and any books, records, documents and accounts
         relating to the business of the Company, and to certify copies thereof
         or extracts therefrom as true copies or extracts; and where books,
         records, documents or accounts are elsewhere than at the Office, the
         local manager or other officer of the company having the custody
         thereof shall be deemed to be a person appointed by the Directors as
         aforesaid.

                                    DIVIDENDS

135.     Subject to each Statement of Rights, the provisions of the Law and
         these Articles, the Company may by Ordinary Resolution declare
         dividends in accordance with the respective rights of the Shareholders,
         but no dividend shall exceed the amount recommended by the Directors.

136.     Subject to any particular rights or limitations as to dividend for the
         time being attached to any shares, as may be specified in these
         Articles or in any Statement of Rights or upon which any such shares
         may be issued, all dividends shall be declared, apportioned and paid
         pro-rata according to the amounts paid up (as to both par and any
         premium) on the shares (otherwise than in advance of calls) during any
         portion or portions of the period in respect of which the dividend is
         paid.

137.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, the Directors may, if they think fit, from time to time pay
         to the Shareholders such interim dividends as appear to the Directors
         to be justified.

138.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, the Directors may pay interim dividends in respect of those
         shares in the capital of the Company which confer on the holders
         thereof deferred or non-preferred rights, as well as in respect of
         those shares which confer on the holders thereof preferential rights
         with regard to dividend. Subject to the provisions of the Law, these
         Articles and any Statement of Rights, the Directors may also pay
         half-yearly, or at other suitable intervals to be settled by them, any
         dividend which may be payable at a fixed rate if they are of the
         opinion that the profits of the Company justify the payment. Provided
         the Directors act bona fide they shall not incur any personal liability
         to the holders of shares conferring a preference for any damage that
         they may suffer by reason of the payment of an interim dividend on any
         shares having deferred or non-preferred rights.

139.     The Directors may deduct from any dividend or other monies payable to
         any Shareholder on or in respect of a share all sums of money (if any)
         presently payable by him to the Company on account of calls or
         otherwise in relation to the shares of the Company and any sums
         required to be deducted therefrom by law.

140.     All unclaimed dividends may be invested or otherwise made use of by the
         Directors for the benefit of the Company until claimed. No dividend
         shall bear interest as against the Company.

141.     Any dividend which has remained unclaimed for a period of ten years
         from the date of declaration thereof shall, if the Directors so
         resolve, be forfeited and cease to remain owing by the Company and
         shall thenceforth belong to the Company absolutely.

142.     Subject to the provisions of the Law and any Statement of Rights, any
         dividend or other monies payable on or in respect of a share may be
         paid by cheque, warrant or electronic transfer either sent through the
         post to the registered address or transferred to the nominated bank
         account of the Shareholder or person entitled thereto (as the case may
         be), and in the case of joint holders to any


                                       23



         one of such joint holders, or to such person and to such address or
         bank account as the holder or joint holders may in writing direct.
         Every such cheque or warrant shall be made payable to the order of the
         person to whom it is sent or to such other person as the holder or
         joint holders may in writing direct, and payment of the cheque or
         warrant or the making of the transfer to the nominated bank account
         shall be a good discharge to the Company. Every such cheque or warrant
         shall be sent, and every electronic transfer shall be made, at the risk
         of the person entitled to the money represented thereby.

143.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, a general meeting declaring a dividend may, upon the
         recommendation of the Directors, direct payment of such dividend wholly
         or in part by the distribution of specific assets, and in particular of
         paid up shares or debentures of any other company, and the Directors
         shall give effect to such resolution; and where any difficulty arises
         in regard to the distribution they may settle the same as they think
         expedient, and in particular may issue certificates representing part
         of a shareholding or fractions of shares, and may fix the value for
         distribution of such specific assets or any part thereof, and may
         determine that cash payment shall be made to any Shareholders upon the
         footing of the value so fixed, in order to adjust the rights of
         Shareholders, and may vest any specific assets in trustees upon trust
         for the persons entitled to the dividend as may seem expedient to the
         Directors, and generally may make such arrangements for the allotment,
         acceptance and sale of such specific assets or certificates
         representing part of a shareholding or fractions of shares, or any part
         thereof, and otherwise as they think fit.

144.     Any resolution declaring a dividend on the shares of any class, whether
         a resolution of the Company in general meeting or a resolution of the
         Directors, or any resolution of the Directors for the payment of a
         fixed dividend on a date prescribed for the payment thereof, may
         specify that the same shall be payable to the persons registered as the
         holders of shares of the class concerned at the close of business on a
         particular date, notwithstanding that it may be a date prior to that on
         which the resolution is passed (or, as the case may be, that prescribed
         for payment of a fixed dividend), and thereupon the dividend shall be
         payable to them in accordance with their respective holdings so
         registered, but without prejudice to the rights inter se in respect of
         such dividend of transferors and transferees of any shares of the
         relevant class.

                                  RESERVE FUND

145.     Before the declaration of a dividend the Directors may set aside any
         part of the net profits of the Company to create a reserve fund, and
         may apply the same either by employing it in the business of the
         Company or by investing it in such a manner (not being the purchase of
         or by way of loan upon the shares of the Company) as they think fit.
         Such reserve fund may be applied for the purpose of maintaining the
         property of the Company, replacing wasting assets, meeting
         contingencies, forming an insurance fund, or equalising dividends or
         special dividends, or for any other purpose for which the net profits
         of the Company may lawfully be used, and until the same shall be
         applied it shall remain undivided profits. The Directors may also carry
         forward to the accounts of the succeeding year or years any balance of
         profit which they do not think fit either to divide or to place to
         reserve.

                              SHARE PREMIUM ACCOUNT

146.     There shall be transferred to a share premium account, as required by
         the Law, the amount or value of any premium paid up on shares issued by
         the Company and the sums for the time being standing to the credit of
         the share premium account shall be applied only in accordance with the
         Law.


                                       24



                                 CAPITALISATION

147.     The Company may, upon the recommendation of the Directors, by Ordinary
         Resolution resolve that it is desirable to capitalise any undistributed
         profits of the Company (including profits carried and standing to any
         reserve or reserves) not required for paying the fixed dividends on any
         shares entitled to fixed preferential dividends with or without further
         participation in profits, or any sum carried to reserve as a result of
         the sale or revaluation of the assets of the Company (other than
         goodwill) or any part thereof or, subject as hereinafter provided, any
         sum standing to the credit of the Company's share premium account or
         capital redemption reserve fund and accordingly that the Directors be
         authorised and directed to appropriate the profits or sum resolved to
         be capitalised to the Shareholders in the proportion in which such
         profits or sum would have been divisible amongst them had the same been
         applicable and had been applied in paying dividends, and to apply such
         profits or sum on their behalf, either in or towards paying up the
         amounts, if any, for the time being unpaid on any shares held by such
         Shareholders respectively, or in paying up in full either at par or at
         such premium as the said resolution may provide, any unissued shares or
         debentures of the Company, such shares or debentures to be allotted and
         distributed, credited as fully paid up, to and amongst such
         Shareholders in the proportions aforesaid, or partly in one way and
         partly in the other provided that the share premium account and the
         capital redemption reserve fund and any unrealised profits may not be
         applied in the paying up of any debentures of the Company.

148.     Whenever such a resolution as aforesaid shall have been passed, the
         Directors shall make all appropriations and applications of the profits
         or sum resolved to be capitalised thereby, and all allotments and
         issues of fully paid shares or debentures, if any, and generally shall
         do all acts and things required to give effect thereto, with full power
         to the Directors to make such provision by the issue of certificates
         representing part of a shareholding or fractions of shares or by
         payments in cash or otherwise as they think fit in the case of shares
         or debentures becoming distributable in fractions, and also to
         authorise any person to enter on behalf of all the Shareholders
         entitled to the benefit of such appropriations and applications into an
         agreement with the Company providing for the allotment to them
         respectively, credited as fully paid up, of any further shares or
         debentures to which they may be entitled upon such capitalisation, and
         any agreement made under such authority shall be effective and binding
         on all such Shareholders.

                               ACCOUNTS AND AUDIT

149.     The Company shall keep accounting records and the Directors shall
         prepare accounts of the Company, made up to such date in each year as
         the Directors shall from time to time determine, in accordance with and
         subject to the provisions of the Law.

150.     No Shareholder shall have any right to inspect any accounting records
         or other book or document of the Company except as conferred by the Law
         or authorised by the Directors or by Ordinary Resolution of the
         Company.

151.     The Directors, or the Company by Ordinary Resolution in general
         meeting, shall appoint auditors to examine the accounts of the Company
         and to report thereon in accordance with the Law.

                                     NOTICES

152.     Any notice to be given to or by any person pursuant to these Articles
         shall be in writing, save as provided in Article 119 hereof. In the
         case of joint holders of a share, all notices shall be given to that
         one of the joint holders whose name stands first in the Register in
         respect of the joint holding and notice so given shall be sufficient
         notice to all the joint holders.


                                       25



153.     Any notice may be posted to or delivered personally to the registered
         address of any person or sent by facsimile to the facsimile number (if
         any) or sent by electronic transmission to the address (if any)
         supplied by that person to the Company for the purpose of receiving
         notices. A notice that is posted shall be deemed to be served one clear
         day after posting if sent to an address on the Island or three clear
         days after posting if sent to an address outside of the Island. A
         notice given personally shall be deemed to be served when actually left
         at the relevant registered address. A notice that is sent by fax or
         electronically transmitted shall be deemed to be served immediately
         upon transmission.

154.     In proving service of any notice served by post, it shall be sufficient
         to prove that the notice was properly addressed, stamped and posted. In
         proving service of any notice sent by facsimile, it shall be sufficient
         to prove receipt by the sender of a confirmed facsimile transmission
         report. In proving service of any notice sent by electronic
         transmission, it shall be sufficient to prove that the notice was
         properly addressed and shown as given in a report or log retained by or
         on behalf of the Company.

155.     Every person who, by operation of law, transfer or any other means,
         becomes entitled to be registered as the holder of any shares is bound
         by every notice which, prior to the person's name and address being
         entered into the Register in respect of those shares, was properly
         given to the person from whom the person derives title to those shares.

156.     Any Shareholder present in person at any meeting of the Company shall,
         for all purposes, be deemed to have received due notice of such meeting
         and, where requisite, of the purposes for which such meeting was
         convened.

157.     Any notice or document served on a Shareholder shall, notwithstanding
         that such Shareholder be then dead or bankrupt and whether or not the
         Company has notice of his death or bankruptcy, be deemed to have been
         duly served on such Shareholder as sole or joint holder, unless his
         name shall at the time of the service of the notice or document have
         been removed from the Register, and such service shall for all purposes
         be deemed a sufficient service of such notice or document on all
         persons interested (whether jointly with or as claiming through or
         under him) in the shares of such Shareholder.

158.     Notwithstanding any of the provisions of these Articles, any notice to
         be given by the Company to a Director or to a Shareholder may be given
         in any manner agreed in advance by any such Director or Shareholder.

                                   WINDING UP

159.     Subject to any particular rights or limitations for the time being
         attached to any shares, as may be specified in these Articles or in any
         Statement of Rights or upon which such shares may be issued, if the
         Company is wound up, the assets available for distribution among the
         Shareholders shall be applied first in repaying to the Shareholders the
         amount paid up (as to both par and any premium) on their shares
         respectively, and if such assets shall be more than sufficient to repay
         to the Shareholders the whole amount paid up (as to both par and any
         premium) on their shares, the balance shall be distributed among the
         Shareholders in proportion to the amount which at the time of the
         commencement of the winding up had been actually paid up (as to both
         par and any premium) on their said shares respectively.

160.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, if the Company is wound up, the Company may, with the
         sanction of a Special Resolution and any other sanction required by the
         Law, divide the whole or any part of the assets of the Company among
         the Shareholders in specie and the liquidator or, where there is no
         liquidator, the Directors, may, for that purpose, value any assets and
         determine how the division shall be carried out as between the
         Shareholders or different classes of Shareholders, and with the like
         sanction, vest the whole or any


                                       26



         part of the assets in trustees upon such trusts for the benefit of the
         Shareholders as he with the like sanction determines, but no
         Shareholder shall be compelled to accept any assets upon which there is
         a liability.

                                    INDEMNITY

161.     In so far as the Law allows and to the fullest extent permitted
         thereunder, the Company may indemnify any person (the "Indemnitee") who
         was or is involved in any manner (including, without limitation, as a
         party or a witness), or is threatened to be made so involved, in any
         threatened, pending or completed investigation, claim, action, suit or
         proceeding, whether civil, criminal, administrative or investigative (a
         "Proceeding") (including, without limitation, any Proceeding by or in
         the right of the Company to procure a judgment in its favour, but
         excluding any Proceeding brought by such person against the Company or
         any affiliate of the Company by reason of the fact that he is or was an
         officer, Secretary, servant, employee or agent of the Company, or is or
         was serving at the request of the Company as an officer, Secretary,
         servant, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise against all expenses (including
         attorney's fees), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by him in connection with such
         Proceeding (together, "Litigation Expenses"). Such indemnification
         shall be a contract right and shall include the right to receive
         payment in advance of any expenses incurred by the Indemnitee in
         connection with such Proceeding, provided always that this right is
         permitted by the Law.

162.     Subject to the Law, the Company may enter into contracts with any
         officer, Secretary, servant, or employee or agent of the Company in
         furtherance of the provisions of Articles 161 to 166 and may create a
         trust fund, grant a security interest, make a loan or other advancement
         or use other means (including, without limitation, a letter of credit)
         to ensure the payment of such amounts as may be necessary to effect
         indemnification as provided in Articles 161 to 166.

163.     The Company shall incur no liability to the Shareholders for doing or
         (as the case may be) failing to do any act or thing which by reason of
         any provision of any present or future law or regulation made pursuant
         thereto, or of any decree, order or judgment of any court, or by reason
         of any request announcement or similar action (whether of binding legal
         effect or not) which may be taken or made by any person or body acting
         with or purporting to exercise the authority of any government (whether
         legally or otherwise) the Company shall be directed or requested to do
         or perform or to forbear from doing or performing. If for any reason it
         becomes impossible or impracticable to carry out any of the provisions
         of these Articles the Company shall not be under any liability therefor
         or thereby.

164.     The Directors are empowered to arrange for the purchase and maintenance
         in the name and at the expense of the Company of insurance cover for
         the benefit of any current or former officer of the Company, the
         Secretary and any current or former agent, servant or employee of the
         Company against any liability which is incurred by any such person by
         reason of the fact that he is or was an officer of the Company, the
         Secretary or an agent, servant or employee of the Company.

165.     Subject to the Law, the right of indemnification, loan or advancement
         of expenses provided in Articles 161 to 166 shall not be exclusive of
         any other rights to which a person seeking indemnification may
         otherwise be entitled, under any statute, memorandum or articles of
         association, agreement,


                                       27



         vote of shareholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office. The provisions of these Articles shall inure
         for the benefit of the heirs and legal representatives of any person
         entitled to indemnity under Articles 161 to 166 and shall be applicable
         to Proceedings commenced or continuing after the adoption of Articles
         161 to 166 whether arising from acts or omissions occurring before or
         after such adoption.

166.     If any provision or provisions of Articles 161 to 166 shall be held to
         be invalid, illegal or unenforceable for any reason whatsoever: (i) the
         validity, legality and enforceability of the remaining provisions of
         Articles 161 to 166 (including, without limitation, each portion of any
         section of Articles 161 to 166 containing any such provision held to be
         invalid, illegal or unenforceable, that is not itself held to be
         invalid, illegal or unenforceable) shall not in any way be affected or
         impaired thereby; and (ii) to the fullest extent possible, the
         provisions of Articles 161 to 166 shall be construed so as to give
         effect to the intent manifested by the provision held invalid, illegal
         or unenforceable.

167.     Nothing in these Articles shall prohibit the Company from making loans
         to officers, the Secretary, servants, employees or agents to fund
         Litigation Expenses prior to such expenses being incurred.

                               FIXING RECORD DATE

168.     (a)      For the purpose of determining Shareholders entitled to notice
                  of or to vote at any meeting of Shareholders or any
                  adjournment thereof or in order to make a determination of
                  Shareholders for any other proper purpose including, without
                  limitation, for any dividend, distribution, allotment or
                  issue, the Directors may fix a date as the record date for any
                  such determination of Shareholders.

         (b)      A record date for any dividend, distribution, allotment or
                  issue may be on or at any time before any date on which such
                  dividend, distribution, allotment or issue is paid or made and
                  on or at any time before or after any date on which such
                  dividend, distribution, allotment or issue is declared.

         (c)      If no record date is fixed for the determination of
                  Shareholders entitled to notice of or to vote at a meeting of
                  Shareholders, the date on which notice of the meeting is sent
                  shall be the record date for such determination of
                  Shareholders. When a determination of Shareholders entitled to
                  vote at any meeting has been made in the manner provided in
                  this Article such determination shall apply to any adjournment
                  thereof.

                        NON-APPLICATION OF STANDARD TABLE

169.     The regulations constituting the Standard Table in the Companies
         (Standard Table) (Jersey) Order 1992 shall not apply to the Company.


                                       28

                                                                     Exhibit 4.1

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

                                DEPOSIT AGREEMENT

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

                                  by and among



                             WNS (HOLDINGS) LIMITED
                                    as Issuer


                                       AND


                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                 as Depositary,


                                       AND


                        THE HOLDERS AND BENEFICIAL OWNERS
                   OF AMERICAN DEPOSITARY SHARES EVIDENCED BY
                  AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER



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

                              Dated as of [ ], 2006


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




                                TABLE OF CONTENTS



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                                                                                   ----
                                                                                
ARTICLE I  DEFINITIONS................................................................2

         SECTION 1.1  "Affiliate".....................................................2
         SECTION 1.2  "Agent".........................................................2
         SECTION 1.3  "American Depositary Share(s)" and "ADS(s)".....................3
         SECTION 1.4  "ADS Record Date"...............................................3
         SECTION 1.5  "Beneficial Owner"..............................................3
         SECTION 1.6  "Business Day"..................................................3
         SECTION 1.7  "Commission"....................................................3
         SECTION 1.8  "Company".......................................................3
         SECTION 1.9  "Custodian".....................................................3
         SECTION 1.10  "Deliver" and "Delivery".......................................3
         SECTION 1.11  "Deposit Agreement"............................................3
         SECTION 1.12  "Depositary"...................................................4
         SECTION 1.13  "Deposited Securities".........................................4
         SECTION 1.14  "Dollars" and "U.S.$"..........................................4
         SECTION 1.15  "DRS/Profile"..................................................4
         SECTION 1.16  "DTC"..........................................................4
         SECTION 1.17  "Exchange Act".................................................4
         SECTION 1.18  "Foreign Currency".............................................4
         SECTION 1.19  "Foreign Registrar"............................................4
         SECTION 1.20  "Holder".......................................................4
         SECTION 1.21  "Indemnified Person" and "Indemnifying Person".................4
         SECTION 1.22  "Pence"........................................................4
         SECTION 1.23  "Pre-Release"..................................................4
         SECTION 1.24  "Principal Office".............................................5
         SECTION 1.25  "Receipt(s)," "American Depositary Receipt(s)" and "ADR(s)"....5
         SECTION 1.26  "Registrar"....................................................5
         SECTION 1.27  "Restricted Securities"........................................5
         SECTION 1.28  "Securities Act"...............................................5
         SECTION 1.29  "Shares".......................................................5
         SECTION 1.30  "United States" or "U.S."......................................5

ARTICLE II APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS DEPOSIT OF SHARES;
         EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS...................6

         SECTION 2.1  Appointment of Depositary.......................................6
         SECTION 2.2  Form and Transferability of Receipts............................6
         SECTION 2.3  Deposits........................................................7
         SECTION 2.4  Execution and Delivery of Receipts..............................8
         SECTION 2.5  Transfer of Receipts; Combination and Split-up of Receipts......9
         SECTION 2.6  Surrender of Receipts and Withdrawal of Deposited Securities...10


                                       (i)

                                TABLE OF CONTENTS
                                  (continued)


                                                                                   Page
                                                                                   ----
                                                                                
         SECTION 2.7  Limitations on Execution and Delivery, Transfer, etc.
                      of Receipts; Suspension of Delivery, Transfer, etc.............11
         SECTION 2.8  Lost Receipts, etc.............................................11
         SECTION 2.9  Cancellation and Destruction of Surrendered Receipts;
                      Maintenance of Records.........................................12
         SECTION 2.10  Pre-Release...................................................12

ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF RECEIPTS.........13

         SECTION 3.1  Proofs, Certificates and Other Information.....................13
         SECTION 3.2  Liability for Taxes and Other Charges..........................13
         SECTION 3.3  Representations and Warranties on Deposit of Shares............14
         SECTION 3.4  Compliance with Information Requests...........................14

ARTICLE IV THE DEPOSITED SECURITIES..................................................15

         SECTION 4.1  Cash Distributions.............................................15
         SECTION 4.2  Distribution in Shares.........................................15
         SECTION 4.3  Elective Distributions in Cash or Shares.......................16
         SECTION 4.4  Distribution of Rights to Purchase Shares......................16
         SECTION 4.5  Distributions Other Than Cash, Shares or Rights to
                      Purchase Shares................................................18
         SECTION 4.6  Conversion of Foreign Currency.................................19
         SECTION 4.7  Fixing of Record Date..........................................20
         SECTION 4.8  Voting of Deposited Securities.................................20
         SECTION 4.9  Changes Affecting Deposited Securities.........................21
         SECTION 4.10  Available Information.........................................22
         SECTION 4.11  Reports.......................................................22
         SECTION 4.12  List of Holders...............................................22
         SECTION 4.13  Taxation; Withholding.........................................22

ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY..............................23

         SECTION 5.1  Maintenance of Office and Transfer Books by the Registrar......23
         SECTION 5.2  Exoneration....................................................24
         SECTION 5.3  Standard of Care...............................................25
         SECTION 5.4  Resignation and Removal of the Depositary; Appointment of
                      Successor Depositary...........................................25
         SECTION 5.5  The Custodian..................................................26
         SECTION 5.6  Notices and Reports............................................27
         SECTION 5.7  Issuance of Additional Shares, ADSs etc........................28
         SECTION 5.8  Indemnification................................................29
         SECTION 5.9  Fees and Charges of Depositary.................................30
         SECTION 5.10  Restricted Securities Owners/Ownership Restrictions...........31

ARTICLE VI  AMENDMENT AND TERMINATION................................................31


                                      (ii)


                                TABLE OF CONTENTS
                                  (continued)


                                                                                   Page
                                                                                   ----
                                                                                
         SECTION 6.1  Amendment/Supplement...........................................31
         SECTION 6.2  Termination....................................................32

ARTICLE VII MISCELLANEOUS............................................................33

         SECTION 7.1  Counterparts...................................................33
         SECTION 7.2  No Third-Party Beneficiaries...................................33
         SECTION 7.3  Severability...................................................33
         SECTION 7.4  Holders and Beneficial Owners as Parties; Binding Effect.......33
         SECTION 7.5  Notices........................................................33
         SECTION 7.6  Governing Law and Jurisdiction.................................34
         SECTION 7.7  Assignment.....................................................36
         SECTION 7.8  Agents.........................................................36
         SECTION 7.9  Exclusivity....................................................36
         SECTION 7.10  Compliance with U.S. Securities Laws..........................36
         SECTION 7.11  Titles........................................................36


EXHIBIT A Form of Face of Receipt...................................................A-1
EXHIBIT B Form of Reverse of Receipt................................................B-1


                                     (iii)



                                DEPOSIT AGREEMENT

         DEPOSIT AGREEMENT, dated as of [ ], by and among (i) WNS (Holdings)
Limited, a company incorporated under the laws of Jersey, Channel Islands, and
its successors (the "Company"), (ii) Deutsche Bank Trust Company Americas, an
indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity
as depositary, and any successor depositary hereunder (the "Depositary"), and
(iii) all Holders and Beneficial Owners of American Depositary Shares evidenced
by American Depositary Receipts issued hereunder (all such capitalized terms as
hereinafter defined).

                                WITNESSETH THAT:

         WHEREAS, the Company desires to establish an ADR facility with the
Depositary to provide for the deposit of the Shares and the creation of American
Depositary Shares representing the Shares so deposited;

         WHEREAS, the Depositary is willing to act as the Depositary for such
ADR facility upon the terms set forth in this Deposit Agreement;

         WHEREAS, the American Depositary Receipts evidencing the American
Depositary Shares issued pursuant to the terms of this Deposit Agreement are to
be substantially in the form of Exhibits A and B annexed hereto, with
appropriate insertions, modifications and omissions, as hereinafter provided in
this Deposit Agreement;

         WHEREAS, the American Depositary Shares to be issued pursuant to the
terms of this Deposit Agreement are listed on The New York Stock Exchange, Inc.;
and

         WHEREAS, the Board of Directors of the Company (or an authorized
committee thereof) has duly approved the establishment of an ADR facility upon
the terms set forth in this Deposit Agreement, the execution and delivery of
this Deposit Agreement on behalf of the Company, and the actions of the Company
and the transactions contemplated herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

         All capitalized terms used, but not otherwise defined, herein shall
have the meanings set forth below, unless otherwise clearly indicated:

         SECTION 1.1 "Affiliate" shall have the meaning assigned to such term
by the Commission under Regulation C promulgated under the Securities Act.

         SECTION 1.2 "Agent" shall mean such entity or entities as the
Depositary may appoint under Section 7.8, including the Custodian or any
successor or addition thereto.


                                       2


         SECTION 1.3 "American Depositary Share(s)" and "ADS(s)" shall mean the
securities representing the rights and interests in the Deposited Securities
granted to the Holders and Beneficial Owners pursuant to the terms and
conditions of this Deposit Agreement and evidenced by the American Depositary
Receipts issued hereunder. Each American Depositary Share shall represent the
right to receive one Share, until there shall occur a distribution upon
Deposited Securities referred to in Section 4.2 or a change in Deposited
Securities referred to in Section 4.9 with respect to which additional American
Depositary Receipts are not executed and delivered, and thereafter each American
Depositary Share shall represent the Shares or Deposited Securities specified in
such Sections.

         SECTION 1.4 "ADS Record Date" shall have the meaning given to such
term in Section 4.7.

         SECTION 1.5 "Beneficial Owner" shall mean as to any ADS, any person or
entity having a beneficial interest in any ADSs. A Beneficial Owner need not be
the Holder of the ADR evidencing such ADSs. A Beneficial Owner may exercise any
rights or receive any benefits hereunder solely through the Holder of the ADR(s)
evidencing the ADSs in which such Beneficial Owner has an interest.

         SECTION 1.6 "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not (a) a day on which banking institutions in the
Borough of Manhattan, The City of New York are authorized or obligated by law or
executive order to close and (b) a day on which the market(s) in which Receipts
are traded are closed.

         SECTION 1.7 "Commission" shall mean the Securities and Exchange
Commission of the United States or any successor governmental agency in the
United States.

         SECTION 1.8 "Company" shall mean WNS (Holdings) Limited, a company
incorporated and existing under the laws of Jersey, Channel Islands, and its
successors.

         SECTION 1.9 "Custodian" shall mean, as of the date hereof, [
                     ], having its principal office at [
                                                  ], as the custodian for the
purposes of this Deposit Agreement, and any other firm or corporation which may
hereinafter be appointed by the Depositary pursuant to the terms of Section 5.5
as a successor or an additional custodian or custodians hereunder, as the
context shall require. The term "Custodian" shall mean all custodians,
collectively.

         SECTION 1.10 "Deliver" and "Delivery" shall mean, when used in respect
of American Depositary Shares, Receipts, Deposited Securities and Shares, the
physical delivery of the certificate representing such security, or the
electronic delivery of such security by means of book-entry transfer, as
appropriate, including, without limitation, through DRS/Profile. With respect to
DRS/Profile ADRs, the terms "execute," "issue," "register," "surrender,"
"transfer" or "cancel" refer to applicable entries or movements to or within
DRS/Profile.

         SECTION 1.11 "Deposit Agreement" shall mean this Deposit Agreement and
all exhibits hereto, as the same may from time to time be amended and
supplemented in accordance with the terms hereof.


                                       3


         SECTION 1.12 "Depositary" shall mean Deutsche Bank Trust Company
Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., in its
capacity as depositary under the terms of this Deposit Agreement, and any
successor depositary hereunder.

         SECTION 1.13 "Deposited Securities" as of any time shall mean Shares
at such time deposited or deemed to be deposited under this Deposit Agreement
and any and all other securities, property and cash received or deemed to be
received by the Depositary or the Custodian in respect thereof and held
hereunder, subject, in the case of cash, to the provisions of Section 4.6. The
collateral delivered in connection with Pre-Release Transactions described in
Section 2.10 hereof shall not constitute Deposited Securities.

         SECTION 1.14 "Dollars" and "U.S.$" shall refer to the lawful currency
of the United States.

         SECTION 1.15 "DRS/Profile" means the system for the uncertificated
registration of ownership of securities pursuant to which ownership of ADSs is
maintained on the books of the Depositary without the issuance of a physical
certificate and transfer instructions may be given to allow for the automated
transfer of ownership between the books of DTC and the Depositary. Ownership of
ADSs held in DRS/Profile are evidenced by periodic statements issued by the
Depositary to the Holders entitled thereto.

         SECTION 1.16 "DTC" shall mean The Depository Trust and Clearing
Corporation, the central book-entry clearinghouse and settlement system for
securities traded in the United States, and any successor thereto.

         SECTION 1.17 "Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as from time to time amended.

         SECTION 1.18 "Foreign Currency" shall mean any currency other than
Dollars.

         SECTION 1.19 "Foreign Registrar" shall mean the entity, if any, that
carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other appointed agent of the Company for the transfer and
registration of Shares.

         SECTION 1.20 "Holder" shall mean the person in whose name a Receipt is
registered on the books of the Depositary (or the Registrar, if any) maintained
for such purpose. A Holder may or may not be a Beneficial Owner. A Holder shall
be deemed to have all requisite authority to act on behalf of those Beneficial
Owners of the ADRs registered in such Holder's name.

         SECTION 1.21 "Indemnified Person" and "Indemnifying Person" shall have
the meaning set forth in Section 5.8 hereof.

         SECTION 1.22 "Pence" shall refer to the lawful currency of the United
Kingdom and Jersey, Channel Islands.

         SECTION 1.23 "Pre-Release" shall have the meaning set forth in Section
2.10 hereof.


                                       4


         SECTION 1.24 "Principal Office" when used with respect to the
Depositary, shall mean the principal office of the Depositary at which at any
particular time its depositary receipts business shall be administered, which,
at the date of this Deposit Agreement, is located at 60 Wall Street, New York,
New York 10005, U.S.A.

         SECTION 1.25 "Receipt(s)," "American Depositary Receipt(s)" and
"ADR(s)" shall mean the certificate(s) or DRS/Profile statements issued by the
Depositary evidencing the American Depositary Shares issued under the terms of
this Deposit Agreement, as such Receipts may be amended from time to time in
accordance with the provisions of this Deposit Agreement. References to Receipts
shall include physical certificated Receipts as well as ADSs issued through
DRS/Profile, unless the context otherwise requires.

         SECTION 1.26 "Registrar" shall mean the Depositary or any bank or
trust company having an office in the Borough of Manhattan, The City of New
York, which shall be appointed by the Depositary to register ownership of
Receipts and transfer of Receipts as herein provided, and shall include any
co-registrar appointed by the Depositary for such purposes. Registrars (other
than the Depositary) may be removed and substitutes appointed by the Depositary.

         SECTION 1.27 "Restricted Securities" shall mean Shares, or American
Depositary Shares representing such Shares, which (i) have been acquired
directly or indirectly from the Company or any of its Affiliates in a
transaction or chain of transactions not involving any public offering and
subject to resale limitations under the Securities Act or the rules issued
thereunder, or (ii) are held by an officer or director (or persons performing
similar functions) or other Affiliate of the Company, or (iii) are subject to
other restrictions on sale or deposit under the laws of the United States or
Jersey, or under a shareholders' agreement or the Company's Memorandum and
Articles of Association or under the regulations of an applicable securities
exchange unless, in each case, such Shares are being sold to persons other than
an Affiliate of the Company in a transaction (x) covered by an effective resale
registration statement or (y) exempt from the registration requirements of the
Securities Act (as hereinafter defined), and the Shares are not, when held by
such person, Restricted Securities.

         SECTION 1.28 "Securities Act" shall mean the United States Securities
Act of 1933, as from time to time amended.

         SECTION 1.29 "Shares" shall mean ordinary shares in registered form of
the Company, par value 10 pence each, heretofore validly issued and outstanding
and fully paid or hereafter validly issued and outstanding and fully paid.
References to Shares shall include evidence of rights to receive Shares, whether
or not stated in the particular instance; provided, however, that in no event
shall Shares include evidence of rights to receive Shares with respect to which
the full purchase price has not been paid or Shares as to which pre-emptive
rights have theretofore not been validly waived or exercised; provided further,
however, that, if there shall occur any change in par value, split-up,
consolidation, reclassification, conversion or any other event described in
Section 4.9, in respect of the Shares of the Company, the term "Shares" shall
thereafter, to the extent permitted by law, represent the successor securities
resulting from such change in par value, split-up, consolidation, exchange,
conversion, reclassification or event.

         SECTION 1.30 "United States" or "U.S." shall mean the United States of
America.



                                       5


                                   ARTICLE II

                           APPOINTMENT OF DEPOSITARY;
                  FORM OF RECEIPTS DEPOSIT OF SHARES; EXECUTION
                AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

         SECTION 2.1 Appointment of Depositary. The Company hereby appoints the
Depositary as exclusive depositary for the Deposited Securities and hereby
authorizes and directs the Depositary to act in accordance with the terms set
forth in this Deposit Agreement. Each Holder and each Beneficial Owner, upon
acceptance of any ADSs (or any interest therein) issued in accordance with the
terms of this Deposit Agreement, shall be deemed for all purposes to (a) be a
party to and bound by the terms of this Deposit Agreement and (b) appoint the
Depositary its attorney-in-fact, with full power to delegate, to act on its
behalf and to take any and all actions contemplated in this Deposit Agreement,
to adopt any and all procedures necessary to comply with applicable law and to
take such action as the Depositary in its sole discretion may deem necessary or
appropriate to carry out the purposes of this Deposit Agreement (the taking of
such actions to be the conclusive determinant of the necessity and
appropriateness thereof).

         SECTION 2.2 Form and Transferability of Receipts.

         (a) Definitive Receipts shall be substantially in the form set forth in
Exhibits A and B annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. Receipts may be issued in
denominations of any number of American Depositary Shares. No definitive Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been executed by the
Depositary by the manual or facsimile signature of a duly authorized signatory
of the Depositary. The Depositary shall maintain books on which each Receipt so
executed and delivered, in the case of definitive Receipts, and each Receipt
issued through the DRS/Profile, in either case as hereinafter provided and the
transfer of each such Receipt shall be registered. Receipts in certificated form
bearing the manual or facsimile signature of a duly authorized signatory of the
Depositary who was at any time a proper signatory of the Depositary shall bind
the Depositary, notwithstanding that such signatory has ceased to hold such
office prior to the execution and delivery of such Receipts by the Depositary or
the Registrar or did not hold such office on the date of issuance of such
Receipts.

         In addition to the foregoing, the Receipts may be endorsed with or have
incorporated in the text thereof such legends or recitals or modifications not
inconsistent with the provisions of this Deposit Agreement as may be reasonably
required by the Depositary in order to comply with any applicable law or
regulations thereunder or with the rules and regulations of any securities
exchange upon which American Depositary Shares may be listed or to conform with
any usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Receipts are subject by reason of the date
of issuance of the underlying Deposited Securities or otherwise.


                                       6


         Notwithstanding anything in this Deposit Agreement or in the Receipt to
the contrary, to the extent available by the Depositary, American Depositary
Shares shall be evidenced by Receipts issued through DRS/Profile unless
certificated Receipts are specifically requested by the Holder. Holders and
Beneficial Owners shall be bound by the terms and conditions of this Deposit
Agreement and of the form of Receipt, regardless of whether their Receipts are
certificated or issued through DRS/Profile.

         (b) Subject to the limitations contained herein and in the form of
Receipt, title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed (in the case of certificated Receipts) or upon
delivery to the Depositary of proper instruments of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument under the laws of the State of New York; provided, however, that the
Depositary, notwithstanding any notice to the contrary, may treat the Holder
thereof as the absolute owner thereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or to any notice
provided for in this Deposit Agreement and for all other purposes and neither
the Depositary nor the Company will have any obligation or be subject to any
liability under this Deposit Agreement to any holder of a Receipt, unless such
holder is the Holder thereof.

         SECTION 2.3 Deposits.

         (a) Subject to the terms and conditions of this Deposit Agreement and
applicable law, Shares or evidence of rights to receive Shares (other than
Restricted Securities) may be deposited by any person (including the Depositary
in its individual capacity but subject, however, in the case of the Company or
any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not
the transfer books of the Company or the Foreign Registrar, if any, are closed,
by Delivery of the Shares to the Custodian. Every deposit of Shares shall be
accompanied by the following: (A)(i) in the case of Shares issued in registered
form, appropriate instruments of transfer or endorsement, in a form satisfactory
to the Custodian, (ii) in the case of Shares issued in bearer form, such Shares
or the certificates representing such Shares and (iii) in the case of Shares
delivered by book-entry transfer, confirmation of such book-entry transfer to
the Custodian or that irrevocable instructions have been given to cause such
Shares to be so transferred, (B) such certifications and payments (including,
without limitation, the Depositary's fees and related charges) and evidence of
such payments (including, without limitation, stamping or otherwise marking such
Shares by way of receipt) as may be required by the Depositary or the Custodian
in accordance with the provisions of this Deposit Agreement, (C) if the
Depositary so requires, a written order directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such
order a Receipt or Receipts for the number of American Depositary Shares
representing the Shares so deposited, (D) evidence satisfactory to the
Depositary (which may include an opinion of counsel reasonably satisfactory to
the Depositary provided at the cost of the person seeking to deposit Shares)
that all conditions to such deposit have been met and all necessary approvals
have been granted by, and there has been compliance with the rules and
regulations of, any applicable governmental agency in Jersey, and (E) if the
Depositary so requires, (i) an agreement, assignment or instrument satisfactory
to the Depositary or the Custodian which provides for the prompt transfer by any
person in whose name the Shares are or have been recorded to the Custodian of
any distribution, or right to subscribe for additional Shares or to receive
other property in respect of any such deposited



                                       7


Shares or, in lieu thereof, such indemnity or other agreement as shall be
satisfactory to the Depositary or the Custodian and (ii) if the Shares are
registered in the name of the person on whose behalf they are presented for
deposit, a proxy or proxies entitling the Custodian to exercise voting rights in
respect of the Shares for any and all purposes until the Shares so deposited are
registered in the name of the Depositary, the Custodian or any nominee. No Share
shall be accepted for deposit unless accompanied by confirmation or such
additional evidence, if any is required by the Depositary, that is reasonably
satisfactory to the Depositary or the Custodian that all conditions to such
deposit have been satisfied by the person depositing such Shares under the laws
and regulations of Jersey and any necessary governmental approval has been
granted. The Depositary may issue Receipts against evidence of rights to receive
Shares from the Company, any agent of the Company or any custodian, registrar,
transfer agent, clearing agency or other entity involved in ownership or
transaction records in respect of the Shares. Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under this
Deposit Agreement any Shares required to be registered under the provisions of
the Securities Act, unless a registration statement is in effect as to such
Shares. The Depositary will use commercially reasonable efforts to comply with
reasonable written instructions of the Company that the Depositary shall not
accept for deposit hereunder any Shares specifically identified in such
instructions at such times and under such circumstances as may reasonably be
specified in such instructions in order to facilitate the Company's compliance
with the securities laws in the United States.

         (b) As soon as practicable after receipt of any permitted deposit
hereunder and compliance with the provisions of this Deposit Agreement, the
Custodian shall present the Shares so deposited, together with the appropriate
instrument or instruments of transfer or endorsement, duly stamped, to the
Foreign Registrar for transfer and registration of the Shares (as soon as
transfer and registration can be accomplished and at the expense of the person
for whom the deposit is made) in the name of the Depositary, the Custodian or a
nominee of either. Deposited Securities shall be held by the Depositary or by a
Custodian for the account and to the order of the Depositary or a nominee, in
each case for the account of the Holders and Beneficial Owners, at such place or
places as the Depositary or the Custodian shall determine.

         (c) In the event any Shares are deposited which entitle the holders
thereof to receive a per-share distribution or other entitlement in an amount
different from the Shares then on deposit, the Depositary is authorized to take
any and all actions as may be necessary (including, without limitation, making
the necessary notations on Receipts) to give effect to the issuance of such ADSs
and to ensure that such ADSs are not fungible with other ADSs issued hereunder
until such time as the entitlement of the Shares represented by such
non-fungible ADSs equals that of the Shares represented by ADSs prior to the
original such deposit. The Company agrees to give timely written notice to the
Depositary if any Shares issued or to be issued contain rights different from
those of any other Shares theretofore issued and shall assist the Depositary
with the establishment of procedures enabling the identification of such
non-fungible Shares upon Delivery to the Custodian.

         SECTION 2.4 Execution and Delivery of Receipts. After the deposit of
any Shares pursuant to Section 2.2, the Custodian shall notify the Depositary of
such deposit and the person or persons to whom or upon whose written order a
Receipt or Receipts are deliverable in respect thereof and the number of
American Depositary Shares to be evidenced thereby. Such



                                       8


notification shall be made by letter, first class airmail postage prepaid, or,
at the request, risk and expense of the person making the deposit, by cable,
telex, SWIFT, facsimile or electronic transmission. After receiving such notice
from the Custodian, the Depositary, subject to this Deposit Agreement
(including, without limitation, the payment of the fees, expenses, taxes and
other charges owing hereunder), shall issue the ADSs representing the Shares so
deposited to or upon the order of the person or persons named in the notice
delivered to the Depositary and shall execute and deliver a Receipt registered
in the name or names requested by such person or persons evidencing in the
aggregate the number of American Depositary Shares to which such person or
persons are entitled. Nothing herein shall prohibit any Pre-Release Transaction
upon the terms set forth in this Deposit Agreement.

         SECTION 2.5 Transfer of Receipts; Combination and Split-up of Receipts.

         (a) Transfer. The Depositary, or, if a Registrar (other than the
Depositary) for the Receipts shall have been appointed, the Registrar, subject
to the terms and conditions of this Deposit Agreement, shall register transfers
of Receipts on its books, upon surrender at the Principal Office of the
Depositary of a Receipt by the Holder thereof in person or by duly authorized
attorney, properly endorsed in the case of a certificated Receipt or accompanied
by proper instruments of transfer (including signature guarantees in accordance
with standard industry practice) and duly stamped as may be required by the laws
of the State of New York and of the United States, of Jersey and any other
applicable law. Subject to the terms and conditions of this Deposit Agreement,
including payment of the applicable fees and charges of the Depositary set forth
in Section 5.9 and Exhibit A hereto, the Depositary shall execute a new Receipt
or Receipts and deliver the same to or upon the order of the person entitled
thereto evidencing the same aggregate number of American Depositary Shares as
those evidenced by the Receipts surrendered.

         (b) Combination & Split Up. The Depositary, subject to the terms and
conditions of this Deposit Agreement shall, upon surrender of a Receipt or
Receipts for the purpose of effecting a split-up or combination of such Receipt
or Receipts and upon payment to the Depositary of the applicable fees and
charges set forth in Section 5.9 and Exhibit A hereto, execute and deliver a new
Receipt or Receipts for any authorized number of American Depositary Shares
requested, evidencing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered.

         (c) Co-Transfer Agents. The Depositary may appoint one or more
co-transfer agents for the purpose of effecting transfers, combinations and
split-ups of Receipts at designated transfer offices on behalf of the
Depositary. In carrying out its functions, a co-transfer agent may require
evidence of authority and compliance with applicable laws and other requirements
by Holders or persons entitled to such Receipts and will be entitled to
protection and indemnity, in each case to the same extent as the Depositary.
Such co-transfer agents may be removed and substitutes appointed by the
Depositary. Each co-transfer agent appointed under this Section 2.5 (other than
the Depositary) shall give notice in writing to the Depositary accepting such
appointment and agreeing to be bound by the applicable terms of this Deposit
Agreement.

         (d) At the request of a Holder, the Depositary shall, for the purpose
of substituting a certificated Receipt with a Receipt issued through
DRS/Profile, or vice versa, execute and



                                       9


deliver a certificated Receipt or DRS/Profile statement, as the case may be, for
any authorized number of American Depositary Shares requested, evidencing the
same aggregate number of American Depositary Shares as those evidenced by the
certificated Receipt or DRS/Profile statement, as the case may be, substituted.

         SECTION 2.6 Surrender of Receipts and Withdrawal of Deposited
Securities. Upon surrender, at the Principal Office of the Depositary, of
American Depositary Shares for the purpose of withdrawal of the Deposited
Securities represented thereby, and upon payment of (i) the fees and charges of
the Depositary for the making of withdrawals of Deposited Securities and
cancellation of Receipts (as set forth in Section 5.9 and Exhibit A hereof) and
(ii) all applicable taxes and governmental charges payable in connection with
such surrender and withdrawal, and subject to the terms and conditions of this
Deposit Agreement, the Company's Memorandum and Articles of Association, Section
7.10 hereof and any other provisions of or governing the Deposited Securities
and other applicable laws, the Holder of such American Depositary Shares shall
be entitled to Delivery, to him or upon his order, of the Deposited Securities
at the time represented by the American Depositary Shares so surrendered.
American Depositary Shares may be surrendered for the purpose of withdrawing
Deposited Securities by delivery of a Receipt evidencing such American
Depositary Shares (if held in certificated form) or by book-entry delivery of
such American Depositary Shares to the Depositary.

         A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Holder thereof
shall execute and deliver to the Depositary a written order directing the
Depositary to cause the Deposited Securities being withdrawn to be Delivered to
or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without
unreasonable delay) at the designated office of the Custodian or through a book
entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2,
5.9, and to the other terms and conditions of this Deposit Agreement, to the
Company's Memorandum and Articles of Association, to the provisions of or
governing the Deposited Securities and to applicable laws, now or hereafter in
effect) to or upon the written order of the person or persons designated in the
order delivered to the Depositary as provided above, the Deposited Securities
represented by such American Depositary Shares, together with any certificate or
other proper documents of or relating to title of the Deposited Securities as
may be legally required, as the case may be, to or for the account of such
person.

         The Depositary may, in its discretion, refuse to accept for surrender a
number of American Depositary Shares representing a number other than a whole
number of Shares. In the case of surrender of a Receipt evidencing a number of
American Depositary Shares representing other than a whole number of Shares, the
Depositary shall cause ownership of the appropriate whole number of Shares to be
Delivered in accordance with the terms hereof, and shall, at the discretion of
the Depositary, either (i) issue and deliver to the person surrendering such
Receipt a new Receipt evidencing American Depositary Shares representing any
remaining fractional Share, or (ii) sell or cause to be sold the fractional
Shares represented by the Receipt surrendered and remit the proceeds of such
sale (net of (a) applicable fees and charges of, and expenses incurred by, the
Depositary and (b) taxes withheld) to the person surrendering the Receipt.


                                       10


         At the request, risk and expense of any Holder so surrendering a
Receipt, and for the account of such Holder, the Depositary shall direct the
Custodian to forward (to the extent permitted by law) any cash or other property
(other than securities) held in respect of, and any certificate or certificates
and other proper documents of or relating to title to, the Deposited Securities
represented by such Receipt to the Depositary for delivery at the Principal
Office of the Depositary, and for further delivery to such Holder. Such
direction shall be given by letter or, at the request, risk and expense of such
Holder, by cable, telex or facsimile transmission. Upon receipt by the
Depositary, the Depositary may make delivery to such person or persons entitled
thereto at the Principal Office of the Depositary of any dividends or cash
distributions with respect to the Deposited Securities represented by such
American Depositary Shares, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.

         SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of
Receipts; Suspension of Delivery, Transfer, etc.

         (a) Additional Requirements. As a condition precedent to the execution
and delivery, registration, registration of transfer, split-up, combination or
surrender of any Receipt, the delivery of any distribution thereon or withdrawal
of any Deposited Securities, the Depositary or the Custodian may require (i)
payment from the depositor of Shares or presenter of the Receipt of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees and charges of the Depositary as provided in
Section 5.9 and Exhibit A hereof, (ii) the production of proof satisfactory to
it as to the identity and genuineness of any signature or any other matter
contemplated by Section 3.1 hereof and (iii) compliance with (A) any laws or
governmental regulations relating to the execution and delivery of Receipts or
American Depositary Shares or to the withdrawal or delivery of Deposited
Securities and (B) such reasonable regulations as the Depositary or the Company
may establish consistent with the provisions of this Deposit Agreement and
applicable law.

         (b) Additional Limitations. The issuance of ADSs against deposits of
Shares generally or against deposits of particular Shares may be suspended, or
the issuance of ADSs against the deposit of particular Shares may be withheld,
or the registration of transfer of Receipts in particular instances may be
refused, or the registration of transfers of Receipts generally may be
suspended, during any period when the transfer books of the Depositary are
closed or if any such action is deemed necessary or advisable by the Depositary
or the Company, in good faith, at any time or from time to time because of any
requirement of law, any government or governmental body or commission or any
securities exchange on which the Receipts or Shares are listed, or under any
provision of this Deposit Agreement or provisions of, or governing, the
Deposited Securities, or any meeting of shareholders of the Company or for any
other reason, subject, in all cases, to Section 7.10 hereof.

         SECTION 2.8 Lost Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, unless the Depositary has notice that such ADR has
been acquired by a bona fide purchaser, subject to Section 5.9 hereof, the
Depositary shall execute and deliver a new Receipt (which, in the discretion of
the Depositary may be issued through DRS/Profile unless specifically



                                       11


requested otherwise) in exchange and substitution for such mutilated Receipt
upon cancellation thereof, or in lieu of and in substitution for such destroyed,
lost or stolen Receipt. Before the Depositary shall execute and deliver a new
Receipt in substitution for a destroyed, lost or stolen Receipt, the Holder
thereof shall have (a) filed with the Depositary (i) a request for such
execution and delivery before the Depositary has notice that the Receipt has
been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond in
form and amount acceptable to the Depositary and (b) satisfied any other
reasonable requirements imposed by the Depositary.

         SECTION 2.9 Cancellation and Destruction of Surrendered Receipts;
Maintenance of Records. All Receipts surrendered to the Depositary shall be
cancelled by the Depositary. The Depositary is authorized to destroy Receipts so
cancelled in accordance with its customary practices. Cancelled Receipts shall
not be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose.

         SECTION 2.10 Pre-Release. Subject to the further terms and provisions
of this Section 2.10, the Depositary, its Affiliates and their agents, on their
own behalf, may own and deal in any class of securities of the Company and its
Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not
lend Shares or ADSs; provided, however that the Depositary may (i) issue ADSs
prior to the receipt of Shares (each such transaction a "Pre-Release
Transaction") as provided below and (ii) deliver Shares upon the receipt and
cancellation of ADSs that were issued in a Pre-Release Transaction, but for
which Shares may not yet have been received. The Depositary may receive ADSs in
lieu of Shares under (i) above and receive shares in lieu of ADSs under (ii)
above. Each such Pre-Release Transaction will be (a) subject to a written
agreement whereby the person or entity (the "Applicant") to whom ADSs or Shares
are to be delivered (1) represents that at the time of the Pre-Release
Transaction the Applicant or its customer owns the Shares or ADSs that are to be
delivered by the Applicant under such Pre-Release Transaction, (2) agrees to
indicate the Depositary as owner of such Shares or ADSs in its records and to
hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs
are delivered to the Depositary or the Custodian, (3) unconditionally guarantees
to deliver to the Depositary or the Custodian, as applicable, such Shares or
ADSs, (4) assigns all beneficial right, title and interest in and to the Shares
or ADSs to the Depositary in its capacity as such, (5) will not take any action
with respect to such Shares or ADSs, as applicable, that is inconsistent with
the beneficial ownership (including disposing of such Shares or ADSs, as
applicable), other than to deliver such Shares or ADSs, as applicable, to the
Depositary in its capacity as such, and (6) agrees to any additional
restrictions or requirements that the Depositary deems appropriate, (b) at all
times fully collateralized with cash, United States government securities or
such other collateral as the Depositary deems appropriate, (c) terminable by the
Depositary on not more than five (5) business days' notice and (d) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The Depositary will normally limit the number of ADSs and Shares
involved in such Pre-Release Transactions at any one time to thirty percent
(30%) of the ADSs outstanding (without giving effect to ADSs outstanding under
(i) above), provided, however, that the Depositary reserves the right to
disregard such limit from time to time as it deems appropriate. The Depositary
may also set limits with respect to the number of ADSs and Shares involved in
Pre-Release Transactions with any one person on a case by case basis as it deems
appropriate.


                                       12


                                  ARTICLE III

                         CERTAIN OBLIGATIONS OF HOLDERS
                        AND BENEFICIAL OWNERS OF RECEIPTS

         The Depositary may retain for its own account any compensation received
by it in conjunction with the foregoing. Collateral provided pursuant to (b)
above, but not the earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).

         SECTION 3.1 Proofs, Certificates and Other Information. Any person
presenting Shares for deposit, any Holder and any Beneficial Owner may be
required, and every Holder and Beneficial Owner agrees, from time to time to
provide to the Depositary or the Custodian such proof of citizenship or
residence, taxpayer status, payment of all applicable taxes or other
governmental charges, exchange control approval, legal or beneficial ownership
of ADSs and Deposited Securities, compliance with applicable laws and the terms
of this Deposit Agreement and the provisions of, or governing, the Deposited
Securities or other information; to execute such certifications and to make such
representations and warranties, and to provide such other information and
documentation as the Depositary may deem necessary or proper or as the Company
may reasonably require by written request to the Depositary consistent with its
obligations hereunder. The Depositary and the Registrar, as applicable, may
withhold the execution or delivery or registration of transfer of any Receipt or
the distribution or sale of any dividend or distribution of rights or of the
proceeds thereof, or to the extent not limited by the terms of Section 7.10
hereof, the delivery of any Deposited Securities, until such proof or other
information is filed or such certifications are executed, or such
representations and warranties are made, or such other documentation or
information provided, in each case to the Depositary's and the Company's
satisfaction. The Depositary shall from time to time on the written request
advise the Company of the availability of any such proofs, certificates or other
information and shall, at the Company's sole expense, provide or otherwise make
available copies thereof to the Company upon written request thereof by the
Company, unless such disclosure is prohibited by law. Each Holder and Beneficial
Owner agrees to provide any information requested by the Company or the
Depositary pursuant to this paragraph. Nothing herein shall obligate the
Depositary to (i) obtain any information for the Company if not provided by the
Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the
information so provided by the Holders or Beneficial Owners.

         SECTION 3.2 Liability for Taxes and Other Charges. If any present or
future tax or other governmental charge shall become payable by the Depositary
or the Custodian with respect to any ADR or any Deposited Securities or American
Depositary Shares, such tax or other governmental charge shall be payable by the
Holders and Beneficial Owners to the Depositary and such Holders and Beneficial
Owners shall be deemed liable therefor. The Company, the Custodian and/or the
Depositary may withhold or deduct from any distributions made in respect of
Deposited Securities and may sell for the account of a Holder and/or Beneficial
Owner any or all of the Deposited Securities and apply such distributions and
sale proceeds in payment of such taxes (including applicable interest and
penalties) or charges, with the Holder and the Beneficial Owner remaining fully
liable for any deficiency. In addition to any other remedies available to it,
the Depositary and the Custodian may refuse the deposit of Shares, and the
Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer,
split-up or combination of ADRs



                                       13


and (subject to Section 7.10) the withdrawal of Deposited Securities, until
payment in full of such tax, charge, penalty or interest is received. Every
Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the
Custodian, and each of their respective agents, officers, directors, employees
and Affiliates for, and to hold each of them harmless from, any claims with
respect to taxes (including applicable interest and penalties thereon) arising
from any tax benefit obtained for such Holder and/or Beneficial Owner. The
obligations of Holders and Beneficial Owners of Receipts under this Section 3.2
shall survive any transfer of Receipts, any surrender of Receipts and withdrawal
of Deposited Securities, or the termination of this Deposit Agreement.

         SECTION 3.3 Representations and Warranties on Deposit of Shares. Each
person depositing Shares under this Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares and the certificates therefor are
duly authorized, validly issued, fully paid, non-assessable and were legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with
respect to such Shares have been validly waived or exercised, (iii) the person
making such deposit is duly authorized so to do, (iv) the Shares presented for
deposit are free and clear of any lien, encumbrance, security interest, charge,
mortgage or adverse claim, and are not, and the American Depositary Shares
issuable upon such deposit will not be, Restricted Securities and (v) the Shares
presented for deposit have not been stripped of any rights or entitlements. Such
representations and warranties shall survive the deposit and withdrawal of
Shares, the issuance and cancellation of American Depositary Shares in respect
thereof and the transfer of such American Depositary Shares. If any such
representations or warranties are false in any way, the Company and the
Depositary shall be authorized, at the cost and expense of the person depositing
Shares, to take any and all actions necessary to correct the consequences
thereof.

         SECTION 3.4 Compliance with Information Requests. Notwithstanding any
other provision of this Deposit Agreement, the Memorandum and Articles of
Association of the Company and applicable law, each Holder and Beneficial Owner
agrees to (a) provide such information as the Company or the Depositary may
request pursuant to law (including, without limitation, relevant Jersey law, any
applicable law of the United States, the Memorandum and Articles of Association
of the Company, any resolutions of the Company's Board of Directors adopted
pursuant to such Memorandum and Articles of Association, the requirements of any
markets or exchanges upon which the Shares, ADSs or Receipts are listed or
traded, or to any requirements of any electronic book-entry system by which the
ADSs or Receipts may be transferred, and (b) be bound by and subject to
applicable provisions of the laws of Jersey, the Memorandum and Articles of
Association of the Company and the requirements of any markets or exchanges upon
which the ADSs, Receipts or Shares are listed or traded, or pursuant to any
requirements of any electronic book-entry system by which the ADSs, Receipts or
Shares may be transferred, to the same extent as if such Holder and Beneficial
Owner held Shares directly, in each case irrespective of whether or not they are
Holders or Beneficial Owners at the time such request is made. The Depositary
agrees to use its reasonable efforts to forward upon the request of the Company,
and at the Company's expense, any such request from the Company to the Holders
and to forward to the Company any such responses to such requests received by
the Depositary.

                                       14

                                   ARTICLE IV

                            THE DEPOSITED SECURITIES

         SECTION 4.1 Cash Distributions. Whenever the Depositary receives
confirmation from the Custodian of receipt of any cash dividend or other cash
distribution on any Deposited Securities, or receives proceeds from the sale of
any Shares, rights, securities or other entitlements under the terms hereof, the
Depositary will, if at the time of receipt thereof any amounts received in a
Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.6
hereof) be converted on a practicable basis into Dollars transferable to the
United States, promptly convert or cause to be converted such cash dividend,
distribution or proceeds into Dollars (on the terms described in Section 4.6)
and will distribute promptly the amount thus received (net of (a) the applicable
fees and charges of, and expenses incurred by, the Depositary and (b) taxes
withheld) to the Holders of record as of the ADS Record Date in proportion to
the number of American Depositary Shares held by such Holders respectively as of
the ADS Record Date. The Depositary shall distribute only such amount, however,
as can be distributed without attributing to any Holder a fraction of one cent.
Any such fractional amounts shall be rounded to the nearest whole cent and so
distributed to Holders entitled thereto. Holders and Beneficial Owners
understand that in converting Foreign Currency, amounts received on conversion
are calculated at a rate which exceeds three or four decimal places (the number
of decimal places used by the Depositary to report distribution rates). The
excess amount may be retained by the Depositary as an additional cost of
conversion, irrespective of any other fees and expenses payable or owing
hereunder and shall not be subject to escheatment. If the Company, the Custodian
or the Depositary is required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Deposited Securities an
amount on account of taxes, duties or other governmental charges, the amount
distributed to Holders on the American Depositary Shares representing such
Deposited Securities shall be reduced accordingly. Such withheld amounts shall
be forwarded by the Company, the Custodian or the Depositary to the relevant
governmental authority. Evidence of payment thereof by the Company shall be
forwarded by the Company to the Depositary upon request. The Depositary will
forward to the Company or its agent such information from its records as the
Company may reasonably request to enable the Company or its agent to file
necessary reports with governmental agencies, such reports necessary to obtain
benefits under the applicable tax treaties for the Holders and Beneficial Owners
of Receipts.

         SECTION 4.2 Distribution in Shares. If any distribution upon any
Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Company shall cause such Shares to be deposited with the Custodian and
registered, as the case may be, in the name of the Depositary, the Custodian or
any of their nominees. Upon receipt of confirmation of such deposit from the
Custodian, the Depositary shall establish the ADS Record Date upon the terms
described in Section 4.7 and shall, subject to Section 5.9 hereof, either (i)
distribute to the Holders as of the ADS Record Date in proportion to the number
of American Depositary Shares held as of the ADS Record Date, additional
American Depositary Shares, which represent in the aggregate the number of
Shares received as such dividend, or free distribution, subject to the other
terms of this Deposit Agreement (including, without limitation, (a) the
applicable fees and charges of, and expenses incurred by, the Depositary and (b)
taxes), or (ii) if additional American Depositary Shares are not so distributed,
each American Depositary Share issued and



                                       15


outstanding after the ADS Record Date shall, to the extent permissible by law,
thenceforth also represent rights and interests in the additional Shares
distributed upon the Deposited Securities represented thereby (net of (a) the
applicable fees and charges of, and expenses incurred by, the Depositary and (b)
taxes). In lieu of delivering fractional American Depositary Shares, the
Depositary shall sell the number of Shares represented by the aggregate of such
fractions and distribute the proceeds upon the terms described in Section 4.1.
The Depositary may withhold any such distribution of Receipts if it has not
received satisfactory assurances from the Company (including an opinion of
counsel to the Company furnished at the expense of the Company) that such
distribution does not require registration under the Securities Act or is exempt
from registration under the provisions of the Securities Act. To the extent such
distribution may be withheld, the Depositary may dispose of all or a portion of
such distribution in such amounts and in such manner, including by public or
private sale, as the Depositary deems necessary and practicable, and the
Depositary shall distribute the net proceeds of any such sale (after deduction
of applicable (a) taxes and (b) fees and charges of, and expenses incurred by,
the Depositary) to Holders entitled thereto upon the terms described in Section
4.1.

         SECTION 4.3 Elective Distributions in Cash or Shares. Whenever the
Company intends to distribute a dividend payable at the election of the holders
of Shares in cash or in additional Shares, the Company shall give notice thereof
to the Depositary at least 30 days prior to the proposed distribution stating
whether or not it wishes such elective distribution to be made available to
Holders of ADSs. Upon receipt of notice indicating that the Company wishes such
elective distribution to be made available to Holders of ADSs, the Depositary
shall consult with the Company to determine, and the Company shall assist the
Depositary in its determination, whether it is lawful and reasonably practicable
to make such elective distribution available to the Holders of ADSs. The
Depositary shall make such elective distribution available to Holders only if
(i) the Company shall have timely requested that the elective distribution is
available to Holders of ADRs, (ii) the Depositary shall have determined that
such distribution is reasonably practicable and (iii) the Depositary shall have
received satisfactory documentation within the terms of Section 5.7. If the
above conditions are not satisfied, the Depositary shall, to the extent
permitted by law, distribute to the Holders, on the basis of the same
determination as is made in the local market in respect of the Shares for which
no election is made, either (x) cash upon the terms described in Section 4.1 or
(y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2. If the above conditions are satisfied, the Depositary shall
establish an ADS Record Date (on the terms described in Section 4.7) and
establish procedures to enable Holders to elect the receipt of the proposed
dividend in cash or in additional ADSs. The Company shall assist the Depositary
in establishing such procedures to the extent necessary. Subject to Section 5.9
hereof, if a Holder elects to receive the proposed dividend (x) in cash, the
dividend shall be distributed upon the terms described in Section 4.1, or (y) in
ADSs, the dividend shall be distributed upon the terms described in Section 4.2.
Nothing herein shall obligate the Depositary to make available to Holders a
method to receive the elective dividend in Shares (rather than ADSs). There can
be no assurance that Holders generally, or any Holder in particular, will be
given the opportunity to receive elective distributions on the same terms and
conditions as the holders of Shares.



                                       16


         SECTION 4.4 Distribution of Rights to Purchase Shares.

         (a) Distribution to ADS Holders. Whenever the Company intends to
distribute to the holders of the Deposited Securities rights to subscribe for
additional Shares, the Company shall give notice thereof to the Depositary at
least 45 days prior to the proposed distribution stating whether or not it
wishes such rights to be made available to Holders of ADSs. Upon receipt of a
notice indicating that the Company wishes such rights to be made available to
Holders of ADSs, the Depositary shall consult with the Company to determine, and
the Company shall determine, whether it is lawful and reasonably practicable to
make such rights available to the Holders. The Depositary shall make such rights
available to Holders only if (i) the Company shall have timely requested that
such rights be made available to Holders, (ii) the Depositary shall have
received satisfactory documentation within the terms of Section 5.7, and (iii)
the Depositary shall have determined that such distribution of rights is lawful
and reasonably practicable. In the event any of the conditions set forth above
are not satisfied, the Depositary shall proceed with the sale of the rights as
contemplated in Section 4.4(b) below or, if timing or market conditions may not
permit, do nothing thereby allowing such rights to lapse. In the event all
conditions set forth above are satisfied, the Depositary shall establish an ADS
Record Date (upon the terms described in Section 4.7) and establish procedures
(x) to distribute such rights (by means of warrants or otherwise) and (y) to
enable the Holders to exercise the rights (upon payment of applicable (a) fees
and charges of, and expenses incurred by, the Depositary and (b) taxes and other
governmental charges). Nothing herein shall obligate the Depositary to make
available to the Holders a method to exercise such rights to subscribe for
Shares (rather than ADSs).

         (b) Sale of Rights. If (i) the Company does not timely request the
Depositary to make the rights available to Holders or requests that the rights
not be made available to Holders, (ii) the Depositary fails to receive
satisfactory documentation within the terms of Section 5.7 or determines it is
not lawful or reasonably practicable to make the rights available to Holders, or
(iii) any rights made available are not exercised and appear to be about to
lapse, the Depositary shall determine whether it is lawful and reasonably
practicable to sell such rights, in a riskless principal capacity or otherwise,
at such place and upon such terms (including public or private sale) as it may
deem proper. The Company shall assist the Depositary to the extent necessary to
determine such legality and practicability. The Depositary shall, upon such
sale, convert and distribute proceeds of such sale (net of applicable (a) fees
and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the
terms set forth in Section 4.1.

         (c) Lapse of Rights. If the Depositary is unable to make any rights
available to Holders upon the terms described in Section 4.4(a) or to arrange
for the sale of the rights upon the terms described in Section 4.4(b), the
Depositary shall allow such rights to lapse.

         The Depositary shall not be responsible for (i) any failure to
determine that it may be lawful or practicable to make such rights available to
Holders in general or any Holders in particular, (ii) any foreign exchange
exposure or loss incurred in connection with such sale, or exercise, or (iii)
the content of any materials forwarded to the Holders on behalf of the Company
in connection with the rights distribution.

         Notwithstanding anything to the contrary in this Section 4.4, if
registration (under the Securities Act or any other applicable law) of the
rights or the securities to which any rights relate may be required in order for
the Company to offer such rights or such securities to Holders and to sell the
securities represented by such rights, the Depositary will not distribute such
rights


                                       17


to the Holders (i) unless and until a registration statement under the
Securities Act covering such offering is in effect or (ii) unless the Company
furnishes at its expense the Depositary with opinion(s) of counsel for the
Company in the United States and counsel to the Company in any other applicable
country in which rights would be distributed, in each case reasonably
satisfactory to the Depositary, to the effect that the offering and sale of such
securities to Holders and Beneficial Owners are exempt from, or do not require
registration under, the provisions of the Securities Act or any other applicable
laws. In the event that the Company, the Depositary or the Custodian shall be
required to withhold and does withhold from any distribution of property
(including rights) an amount on account of taxes or other governmental charges,
the amount distributed to the Holders shall be reduced accordingly. In the event
that the Depositary determines that any distribution in property (including
Shares and rights to subscribe therefor) is subject to any tax or other
governmental charges which the Depositary is obligated to withhold, the
Depositary may dispose of all or a portion of such property (including Shares
and rights to subscribe therefor) in such amounts and in such manner, including
by public or private sale, as the Depositary deems necessary and practicable to
pay any such taxes or charges.

         There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or be able to exercise such rights.
Nothing herein shall obligate the Company to file any registration statement in
respect of any rights or Shares or other securities to be acquired upon the
exercise of such rights.

         SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase
Shares.

         (a) Whenever the Company intends to distribute to the holders of
Deposited Securities property other than cash, Shares or rights to purchase
additional Shares, the Company shall give notice thereof to the Depositary at
least 30 days prior to the proposed distribution and shall indicate whether or
not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a
notice indicating that the Company wishes such distribution be made to Holders
of ADSs, the Depositary shall determine whether such distribution to Holders is
lawful and reasonably practicable. The Depositary shall not make such
distribution unless (i) the Company shall have timely requested the Depositary
to make such distribution to Holders, (ii) the Depositary shall have received
satisfactory documentation within the terms of Section 5.7, and (iii) the
Depositary shall have determined that such distribution is reasonably
practicable.

         (b) Upon receipt of satisfactory documentation and the request of the
Company to distribute property to Holders of ADSs and after making the requisite
determinations set forth in (a) above, the Depositary may distribute the
property so received to the Holders of record as of the ADS Record Date, in
proportion to the number of ADSs held by such Holders respectively and in such
manner as the Depositary may deem practicable for accomplishing such
distribution (i) upon receipt of payment or net of the applicable fees and
charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes
and other governmental charges withheld. The Depositary may dispose of all or a
portion of the property so distributed and deposited, in such amounts and in
such manner (including public or private sale) as the Depositary may deem
practicable or necessary to satisfy any taxes (including applicable interest and
penalties) or other governmental charges applicable to the distribution.



                                       18


         (c) If (i) the Company does not request the Depositary to make such
distribution to Holders or requests not to make such distribution to Holders,
(ii) the Depositary does not receive satisfactory documentation within the terms
of Section 5.7, or (iii) the Depositary determines that all or a portion of such
distribution is not reasonably practicable or feasible, the Depositary shall
endeavor to sell or cause such property to be sold in a public or private sale,
at such place or places and upon such terms as it may deem proper and shall
distribute the net proceeds, if any, of such sale received by the Depositary
(net of applicable (a) fees and charges of, and expenses incurred by, the
Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the
terms of Section 4.1. If the Depositary is unable to sell such property, the
Depositary may dispose of such property in any way it deems reasonably
practicable under the circumstances for nominal or no consideration and Holders
and Beneficial Owners shall have no rights thereto or arising therefrom.

         SECTION 4.6 Conversion of Foreign Currency. Whenever the Depositary or
the Custodian shall receive Foreign Currency, by way of dividends or other
distributions or the net proceeds from the sale of securities, property or
rights, and in the judgment of the Depositary such Foreign Currency can at such
time be converted on a practicable basis (by sale or in any other manner that it
may determine in accordance with applicable law) into Dollars transferable to
the United States and distributable to the Holders entitled thereto, the
Depositary shall convert or cause to be converted, by sale or in any other
manner that it may determine, such Foreign Currency into Dollars, and shall
distribute such Dollars (net of any fees, expenses, taxes or other governmental
charges incurred in the process of such conversion) in accordance with the terms
of the applicable sections of this Deposit Agreement. If the Depositary shall
have distributed warrants or other instruments that entitle the holders thereof
to such Dollars, the Depositary shall distribute such Dollars to the holders of
such warrants and/or instruments upon surrender thereof for cancellation, in
either case without liability for interest thereon. Such distribution may be
made upon an averaged or other practicable basis without regard to any
distinctions among Holders on account of exchange restrictions, the date of
delivery of any Receipt or otherwise.

         Holders understand that in converting Foreign Currency, amounts
received on conversion are calculated at a rate which may exceed the number of
decimal places used by the Depositary to report distribution rates (which in any
case will not be less than two decimal places). Any excess amount may be
retained by the Depositary as an additional cost of conversion, irrespective of
any other fees and expenses payable or owing hereunder and shall not be subject
to escheatment.

         If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary may file
such application for approval or license, if any, as it may deem necessary,
practicable and at nominal cost and expense. Nothing herein shall obligate the
Depositary to file or cause to be filed, or to seek effectiveness of any such
application or license.

         If at any time the Depositary shall determine that in its judgment the
conversion of any Foreign Currency and the transfer and distribution of proceeds
of such conversion received by the Depositary is not practical or lawful, or if
any approval or license of any governmental authority or agency thereof that is
required for such conversion, transfer and distribution is denied, or not
obtainable at a reasonable cost, within a reasonable period or otherwise sought,
the


                                       19


Depositary shall, in its sole discretion but subject to applicable laws and
regulations, either (i) distribute the foreign currency (or an appropriate
document evidencing the right to receive such foreign currency) received by the
Depositary to the Holders entitled to receive such foreign currency, or (ii)
hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of the Holders entitled to receive the same.

         SECTION 4.7 Fixing of Record Date. Whenever necessary in connection
with any distribution (whether in cash, Shares, rights, or other distribution),
or whenever for any reason the Depositary causes a change in the number of
Shares that are represented by each American Depositary Share, or whenever the
Depositary shall receive notice of any meeting of or solicitation of holders of
Shares or other Deposited Securities, or whenever the Depositary shall find it
necessary or convenient, the Depositary shall fix a record date (the "ADS Record
Date"), as close as practicable to the record date fixed by the Company with
respect to the Shares, for the determination of the Holders who shall be
entitled to receive such distribution, to give instructions for the exercise of
voting rights at any such meeting, or to give or withhold such consent, or to
receive such notice or solicitation or to otherwise take action, or to exercise
the rights of Holders with respect to such changed number of Shares represented
by each American Depositary Share. Subject to applicable law and the provisions
of Section 4.1 through 4.6 and to the other terms and conditions of this Deposit
Agreement, only the Holders of record at the close of business in New York on
such ADS Record Date shall be entitled to receive such distribution, to give
such voting instructions, to receive such notice or solicitation, or otherwise
take action.

         SECTION 4.8 Voting of Deposited Securities. Subject to the next
sentence, as soon as practicable after receipt of notice of any meeting at which
the holders of Shares are entitled to vote, or of solicitation of consents or
proxies from holders of Shares or other Deposited Securities, the Depositary
shall fix the ADS Record Date in respect of such meeting or solicitation of
consent or proxy. The Depositary shall, if requested by the Company in writing
in a timely manner (the Depositary having no obligation to take any further
action if the request shall not have been received by the Depositary at least 21
days prior to the date of such vote or meeting) and at the Company's expense and
provided no U.S. legal prohibitions exist, mail by regular, ordinary mail
delivery or by electronic transmission (if agreed by the Company and the
Depositary), unless otherwise agreed in writing by the Company and the
Depositary, or otherwise distribute to Holders as of the ADS Record Date: (a)
such notice of meeting or solicitation of consent or proxy; (b) a statement that
the Holders at the close of business on the ADS Record Date will be entitled,
subject to any applicable law, the Company's Memorandum and Articles of
Association and the provisions of or governing the Deposited Securities (which
provisions, if any, shall be summarized in pertinent part by the Company), to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the Shares or other Deposited Securities represented by such
Holder's American Depositary Shares; and (c) a brief statement as to the manner
in which such instructions may be given. Voting instructions may be given only
in respect of a number of American Depositary Shares representing an integral
number of Shares or other Deposited Securities. Upon the timely receipt of
written instructions of a Holder of American Depositary Shares on the ADS Record
Date of voting instructions in the manner specified by the Depositary, the
Depositary shall endeavor, insofar as practicable and permitted under applicable
law, the provisions of this Deposit Agreement, the Company's Memorandum and
Articles of Association and the provisions of or governing the Deposited
Securities, to vote or cause the Custodian to vote the Shares and/or other
Deposited Securities (in person or by proxy) represented by American Depositary
Shares evidenced by such Receipt in accordance with such voting instructions.


                                       20


         Neither the Depositary nor the Custodian shall, under any circumstances
exercise any discretion as to voting, and neither the Depositary nor the
Custodian shall vote, attempt to exercise the right to vote, or in any way make
use of for purposes of establishing a quorum or otherwise, the Shares or other
Deposited Securities represented by American Depositary Shares except pursuant
to and in accordance with such written instructions from Holders. Shares or
other Deposited Securities represented by ADSs for which no specific voting
instructions are received by the Depositary from the Holder shall not be voted.

         Notwithstanding the above, save for applicable provisions of Jersey
law, and in accordance with the terms of Section 5.3, the Depositary shall not
be liable for any failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which such vote is cast or the
effect of any such vote.

         SECTION 4.9 Changes Affecting Deposited Securities. Upon any change in
par value, split-up, cancellation, consolidation or any other reclassification
of Deposited Securities, or upon any recapitalization, reorganization, scheme of
arrangement, merger or consolidation or sale of assets affecting the Company or
to which it is otherwise a party, any securities which shall be received by the
Depositary or the Custodian in exchange for, or in conversion of or replacement
or otherwise in respect of, such Deposited Securities shall, to the extent
permitted by law, be treated as new Deposited Securities under this Deposit
Agreement, and the Receipts shall, subject to the provisions of this Deposit
Agreement and applicable law, evidence American Depositary Shares representing
the right to receive such additional securities. Alternatively, the Depositary
may, with the Company's approval, and shall, if the Company shall so request,
subject to the terms of this Deposit Agreement and receipt of an opinion of
counsel to the Company furnished at the Company's expense reasonably
satisfactory to the Depositary that such distributions are not in violation of
any applicable laws or regulations, execute and deliver additional Receipts as
in the case of a stock dividend on the Shares, or call for the surrender of
outstanding Receipts to be exchanged for new Receipts, in either case, as well
as in the event of newly deposited Shares, with necessary modifications to the
form of Receipt contained in Exhibits A and B hereto, specifically describing
such new Deposited Securities and/or corporate change. The Company agrees to,
jointly with the Depositary, amend the Registration Statement on Form F-6 as
filed with the Commission to permit the issuance of such new form of Receipts.
Notwithstanding the foregoing, in the event that any security so received may
not be lawfully distributed to some or all Holders, the Depositary may, with the
Company's approval, and shall, if the Company requests, subject to receipt of an
opinion of the Company's counsel furnished at the Company's expense reasonably
satisfactory to the Depositary that such action is not in violation of any
applicable laws or regulations, sell such securities at public or private sale,
at such place or places and upon such terms as it may deem proper and may
allocate the net proceeds of such sales (net of (a) fees and charges of, and
expenses incurred by, the Depositary and (b) taxes) for the account of the
Holders otherwise entitled to such securities upon an averaged or other
practicable basis without regard to any distinctions among such Holders and
distribute the net proceeds so allocated to the extent practicable as in the
case of a distribution received in cash pursuant to Section 4.1. The Depositary
shall not be responsible for (i) any failure to determine that it may be lawful
or feasible to make such securities available to Holders in general or to any
Holder in particular, (ii) any foreign exchange exposure or loss incurred in
connection with such sale, or (iii) any liability to the purchaser of such
securities.

                                       21


         SECTION 4.10 Available Information. The Company is subject to the
periodic reporting requirements of the Exchange Act applicable to foreign
private issuers (as defined in Rule 405 under the Securities Act) and
accordingly files certain information with the Commission. These reports and
documents can be inspected and copied at the public reference facilities
maintained by the Commission located at 100 F Street, N.E., Washington, D.C.
20549.

         SECTION 4.11 Reports. The Depositary shall make available during normal
business hour on any Business Day for inspection by Holders at its Principal
Office any reports and communications, including any proxy soliciting materials,
received from the Company which are both (a) received by the Depositary, the
Custodian, or the nominee of either of them as the holder of the Deposited
Securities and (b) made generally available to the holders of such Deposited
Securities by the Company. The Company agrees to provide to the Depositary, at
the Company's expense, all documents that it provides to the Custodian. The
Depositary shall, at the expense of the Company and in accordance with Section
5.6, also mail by regular, ordinary mail delivery or by electronic transmission
(if agreed by the Company and the Depositary) and unless otherwise agreed in
writing by the Company and the Depositary, to Holders copies of such reports
when furnished by the Company pursuant to Section 5.6.

         SECTION 4.12 List of Holders. Promptly upon written request by the
Company, the Depositary shall, at the expense of the Company, furnish to it a
list, as of a recent date, of the names, addresses and holdings of American
Depositary Shares by all persons in whose names Receipts are registered on the
books of the Depositary.

         SECTION 4.13 Taxation; Withholding. The Depositary will, and will
instruct the Custodian to, forward to the Company or its agents such information
from its records as the Company may reasonably request to enable the Company or
its agents to file necessary tax reports with governmental authorities or
agencies. The Depositary, the Custodian or the Company and its agents may, but
shall not be obligated to, file such reports as are necessary to reduce or
eliminate applicable taxes on dividends and on other distributions in respect of
Deposited Securities under applicable tax treaties or laws for the Holders and
Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares
may be required from time to time, and in a timely manner, to file such proof of
taxpayer status, residence and beneficial ownership (as applicable), to execute
such certificates and to make such representations and warranties, or to provide
any other information or documents, as the Depositary or the Custodian may deem
necessary or proper to fulfill the Depositary's or the Custodian's obligations
under applicable law. The Holders and Beneficial Owners shall indemnify the
Depositary, the Company, the Custodian and any of their respective directors,
employees, agents and Affiliates against, and hold each of them harmless from,
any claims by any governmental authority with respect to taxes, additions to
tax, penalties or interest arising out of any refund of taxes, reduced rate of
withholding at source or other tax benefit obtained.

         The Company shall remit to the appropriate governmental authority or
agency any amounts required to be withheld by the Company and owing to such
governmental authority or agency. Upon any such withholding, the Company shall
remit to the Depositary information about such taxes or governmental charges
withheld or paid, and, if so requested, the tax receipt (or other proof of
payment to the applicable governmental authority) therefor, in each case, in a
form reasonably satisfactory to the Depositary. The Depositary shall, to the
extent required by


                                       22


U.S. law, report to Holders: (i) any taxes withheld by it; (ii) any taxes
withheld by the Custodian, subject to information being provided to the
Depositary by the Custodian; and (iii) any taxes withheld by the Company,
subject to information being provided to the Depositary by the Company. The
Depositary and the Custodian shall not be required to provide the Holders with
any evidence of the remittance by the Company (or its agents) of any taxes
withheld, or of the payment of taxes by the Company, except to the extent the
evidence is provided by the Company to the Depositary. Neither the Depositary
nor the Custodian nor the Company shall be liable for the failure by any Holder
or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S.
tax paid against such Holder's or Beneficial Owner's income tax liability.

         In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary shall withhold the amount required to be withheld and may by
public or private sale dispose of all or a portion of such property (including
Shares and rights to subscribe therefor) in such amounts and in such manner as
the Depositary deems necessary and practicable to pay such taxes or charges and
the Depositary shall distribute the net proceeds of any such sale after
deduction of such taxes or charges to the Holders entitled thereto in proportion
to the number of American Depositary Shares held by them respectively.

         The Depositary is under no obligation to provide the Holders and
Beneficial Owners with any information about the tax status of the Company. The
Depositary shall not incur any liability for any tax consequences that may be
incurred by Holders and Beneficial Owners on account of their ownership of the
American Depositary Shares.

                                   ARTICLE V

                  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

         SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar.
Until termination of this Deposit Agreement in accordance with its terms, the
Depositary or if a Registrar for the Receipts shall have been appointed, the
Registrar shall maintain in the Borough of Manhattan, the City of New York, an
office and facilities for the execution and delivery, registration, registration
of transfers, combination and split-up of Receipts, the surrender of Receipts
and the delivery and withdrawal of Deposited Securities in accordance with the
provisions of this Deposit Agreement.

         The Depositary or the Registrar, as applicable, shall keep books for
the registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Company and by the Holders of such
Receipts, provided that such inspection shall not be, to the Depositary's or the
Registrar's knowledge, for the purpose of communicating with Holders of such
Receipts in the interest of a business or object other than the business of the
Company or other than a matter related to this Deposit Agreement or the
Receipts.

         The Depositary or the Registrar, as applicable, may close the transfer
books with respect to the Receipts, at any time or from time to time, when
deemed necessary or advisable by it in connection with the performance of its
duties hereunder, or at the reasonable written request of the Company subject,
in all cases, to Section 7.10 hereof.


                                       23


         If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges or automated quotation systems in the
United States, the Depositary shall act as Registrar or appoint a Registrar or
one or more co-registrars for registration of Receipts and transfers,
combinations and split-ups, and to countersign such Receipts in accordance with
any requirements of such exchanges or systems. Such Registrar or co-registrars
may be removed and a substitute or substitutes appointed by the Depositary.

         If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more securities exchanges, markets or automated quotation
systems, (i) the Depositary shall be entitled to, and shall, take or refrain
from taking such action(s) as it may deem necessary or appropriate to comply
with the requirements of such securities exchange(s), market(s) or automated
quotation system(s) applicable to it, notwithstanding any other provision of
this Deposit Agreement; and (ii) upon the reasonable request of the Depositary,
the Company shall provide the Depositary such information and assistance as may
be reasonably necessary for the Depositary to comply with such requirements, to
the extent that the Company may lawfully do so.

         SECTION 5.2 Exoneration. Neither the Depositary, the Custodian or the
Company shall be obligated to do or perform any act which is inconsistent with
the provisions of this Deposit Agreement or shall incur any liability (i) if the
Depositary, the Custodian or the Company or their respective controlling persons
or agents shall be prevented or forbidden from, or delayed in, doing or
performing any act or thing required by the terms of this Deposit Agreement, by
reason of any provision of any present or future law or regulation of the United
States or any state thereof, Jersey or any other country, or of any other
governmental authority or regulatory authority or stock exchange, or on account
of the possible criminal or civil penalties or restraint, or by reason of any
provision, present or future, of the Company's Memorandum and Articles of
Association or any provision of or governing any Deposited Securities, or by
reason of any act of God or war or other circumstances beyond its control
(including, without limitation, nationalization, expropriation, currency
restrictions, work stoppage, strikes, civil unrest, terrorism, revolutions,
rebellions, explosions and computer failure), (ii) by reason of any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement or
in the Company's Memorandum and Articles of Association or provisions of or
governing Deposited Securities, (iii) for any action or inaction of the
Depositary, the Custodian or the Company or their respective controlling persons
or agents in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any
Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or information,
(iv) for the inability by a Holder or Beneficial Owner to benefit from any
distribution, offering, right or other benefit which is made available to
holders of Deposited Securities but is not, under the terms of this Deposit
Agreement, made available to Holders of American Depositary Shares or (v) for
any special, consequential, indirect or punitive damages for any breach of the
terms of this Deposit Agreement or otherwise.

         The Depositary, its controlling persons, its agents, the Custodian and
the Company, its controlling persons and its agents may rely and shall be
protected in acting upon any written notice, request, opinion or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.


                                       24


         No disclaimer of liability under the Securities Act is intended by any
provision of this Deposit Agreement.

         SECTION 5.3 Standard of Care. The Company and the Depositary and their
respective agents assume no obligation and shall not be subject to any liability
under this Deposit Agreement or any Receipts to any Holder(s) or Beneficial
Owner(s) or other persons, except in accordance with Section 5.8 hereof,
provided that the Company and the Depositary and their respective agents agree
to perform their respective obligations specifically set forth in this Deposit
Agreement or the applicable ADRs without gross negligence or willful misconduct.

         Without limitation of the foregoing, neither the Depositary, nor the
Company, nor any of their respective controlling persons, or agents, shall be
under any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expenses (including fees and disbursements of
counsel) and liabilities be furnished as often as may be required (and no
Custodian shall be under any obligation whatsoever with respect to such
proceedings, the responsibility of the Custodian being solely to the
Depositary).

         The Depositary and its agents shall not be liable for any failure to
carry out any instructions to vote any of the Deposited Securities, or for the
manner in which any vote is cast or the effects of any vote. The Depositary
shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, for the content of any
information submitted to it by the Company for distribution to the Holders or
for any inaccuracy of any translation thereof, for any investment risk
associated with acquiring an interest in the Deposited Securities, for the
validity or worth of the Deposited Securities or for any tax consequences that
may result from the ownership of ADSs, Shares or Deposited Securities, for the
creditworthiness of any third party, for allowing any rights to lapse upon the
terms of this Deposit Agreement or for the failure or timeliness of any notice
from the Company, or for any action or non-action by it in reliance upon the
opinion, advice of or information from legal counsel, accountants, any person
representing Shares for deposit, any Holder or any other person believed by it
in good faith to be competent to give such advice or information. The Depositary
and its agents shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the
Depositary or in connection with any matter arising wholly after the removal or
resignation of the Depositary, provided that in connection with the issue out of
which such potential liability arises the Depositary performed its obligations
without gross negligence or willful misconduct while it acted as Depositary.

         SECTION 5.4 Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by written notice of resignation delivered to the Company, such
resignation to be effective on the earlier of (i) the 90th day after delivery
thereof to the Company (whereupon the Depositary shall, in the event no
successor depositary has been appointed by the Company, be entitled to take the
actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the
Company of a successor depositary and its acceptance of such appointment as
hereinafter provided, save that any amounts, fees, costs or expenses owed to the
Depositary hereunder or in accordance with any


                                       25


other agreements otherwise agreed in writing between the Company and the
Depositary from time to time shall be paid to the Depositary prior to such
resignation.

         The Company shall use reasonable efforts to appoint such successor
depositary, and give notice to the Depositary of such appointment, not more than
90 days after delivery by the Depositary of written notice of resignation as
provided in this paragraph. In the event that notice of the appointment of a
successor depositary is not provided by the Company in accordance with the
preceding sentence, the Depositary shall be entitled to take the actions
contemplated in Section 6.2 hereof.

         The Depositary may at any time be removed by the Company by written
notice of such removal, which removal shall be effective on the later of (i) the
90th day after delivery thereof to the Depositary (whereupon the Depositary
shall be entitled to take the actions contemplated in Section 6.2 hereof), or
(ii) upon the appointment by the Company of a successor depositary and its
acceptance of such appointment as hereinafter provided, save that, any amounts,
fees, costs or expenses owed to the Depositary hereunder or in accordance with
any other agreements otherwise agreed in writing between the Company and the
Depositary from time to time shall be paid to the Depositary prior to such
removal.

         In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, the City of New York. Every successor depositary shall be
required by the Company to execute and deliver to its predecessor and to the
Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor depositary, without any further act or deed (except as
required by applicable law), shall become fully vested with all the rights,
powers, duties and obligations of its predecessor. The predecessor depositary,
upon payment of all sums due to it and on the written request of the Company,
shall (i) execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder (other than as contemplated in
Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all right, title
and interest to the Deposited Securities to such successor, and (iii) deliver to
such successor a list of the Holders of all outstanding Receipts and such other
information relating to Receipts and Holders thereof as the successor may
reasonably request. Any such successor depositary shall promptly mail notice of
its appointment to such Holders.

         Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

         SECTION 5.5 The Custodian. The Custodian or its successors in acting
hereunder shall be subject at all times and in all respects to the direction of
the Depositary for the Deposited Securities for which the Custodian acts as
custodian and shall be responsible solely to it. If any Custodian resigns or is
discharged from its duties hereunder with respect to any Deposited Securities
and no other Custodian has previously been appointed hereunder, the Depositary
shall promptly appoint a substitute custodian. The Depositary shall require such
resigning or discharged Custodian to deliver the Deposited Securities held by
it, together with all such records maintained by it as Custodian with respect to
such Deposited Securities as the Depositary



                                       26


may request, to the Custodian designated by the Depositary. Whenever the
Depositary determines, in its discretion, that it is appropriate to do so, it
may appoint an additional entity to act as Custodian with respect to any
Deposited Securities, or discharge the Custodian with respect to any Deposited
Securities and appoint a substitute custodian, which shall thereafter be
Custodian hereunder with respect to the Deposited Securities. After any such
change, the Depositary shall give notice thereof in writing to all Holders.

         Upon the appointment of any successor depositary, any Custodian then
acting hereunder shall, unless otherwise instructed by the Depositary, continue
to be the Custodian of the Deposited Securities without any further act or
writing and shall be subject to the direction of the successor depositary. The
successor depositary so appointed shall, nevertheless, on the written request of
any Custodian, execute and deliver to such Custodian all such instruments as may
be proper to give to such Custodian full and complete power and authority to act
on the direction of such successor depositary.

         SECTION 5.6 Notices and Reports. On or before the first date on which
the Company gives notice, by publication or otherwise, of any meeting of holders
of Shares or other Deposited Securities, or of any adjourned meeting of such
holders, or of the taking of any action by such holders other than at a meeting,
or of the taking of any action in respect of any cash or other distributions or
the offering of any rights in respect of Deposited Securities, the Company shall
transmit to the Depositary and the Custodian a copy of the notice thereof in
English but otherwise in the form given or to be given to holders of Shares or
other Deposited Securities. The Company shall also furnish to the Custodian and
the Depositary a summary, in English, of any applicable provisions or proposed
provisions of the Company's Memorandum and Articles of Association that may be
relevant or pertain to such notice of meeting or be the subject of a vote
thereat.

         The Company will also transmit to the Depositary (a) English language
versions of the other notices, reports and communications which are made
generally available by the Company to holders of its Shares or other Deposited
Securities and (b) English language versions of the Company's annual and other
reports prepared in accordance with the applicable requirements of the
Commission. The Depositary shall arrange, at the request of the Company and at
the Company's expense, for the mailing of copies thereof to all Holders, or by
any other means as agreed between the Company and the Depositary (at the
Company's expense) or make such notices, reports and other communications
available for inspection by all Holders, provided that the Depositary shall have
received evidence sufficiently satisfactory to it, including in the form of an
opinion of local and/or U.S. counsel or counsel of other applicable
jurisdiction, furnished at the expense of the Company, as the Depositary
reasonably requests, that the distribution of such notices, reports and any such
other communications to Holders from time to time is valid and does not or will
not infringe any local, U.S. or other applicable jurisdiction regulatory
restrictions or requirements if so distributed and made available to Holders.
The Company will timely provide the Depositary with the quantity of such
notices, reports, and communications, as requested by the Depositary from time
to time, in order for the Depositary to effect such mailings. The Company has
delivered to the Depositary and the Custodian a copy of the Company's Memorandum
and Articles of Association along with the provisions of or governing the Shares
and any other Deposited Securities issued by the Company or any Affiliate of the
Company, in connection with the Shares, in each case along with a certified
English



                                       27


translation thereof, and promptly upon any amendment thereto or change therein,
the Company shall deliver to the Depositary and the Custodian a copy of such
amendment thereto or change therein (along with a certified English translation
thereof). The Depositary may rely upon such copy for all purposes of this
Deposit Agreement.

         The Depositary will make available a copy of any such notices, reports
or communications issued by the Company and delivered to the Depositary for
inspection by the Holders of the Receipts evidencing the American Depositary
Shares representing such Shares governed by such provisions at the Depositary's
Principal Office, at the office of the Custodian and at any other designated
transfer office.

         SECTION 5.7 Issuance of Additional Shares, ADSs etc. The Company agrees
that in the event it or any of its Affiliates proposes (i) an issuance, sale or
distribution of additional Shares, (ii) an offering of rights to subscribe for
Shares or other Deposited Securities, (iii) an issuance of securities
convertible into or exchangeable for Shares, (iv) an issuance of rights to
subscribe for securities convertible into or exchangeable for Shares, (v) an
elective dividend of cash or Shares, (vi) a redemption of Deposited Securities,
(vii) a meeting of holders of Deposited Securities, or solicitation of consents
or proxies, relating to any reclassification of securities, merger or
consolidation or transfer of assets or (viii) any reclassification,
recapitalization, reorganization, merger, consolidation or sale of assets which
affects the Deposited Securities, it will obtain U.S. legal advice and take all
steps necessary to ensure that the application of the proposed transaction to
Holders and Beneficial Owners does not violate the registration provisions of
the Securities Act, or any other applicable laws (including, without limitation,
the Investment Company Act of 1940, as amended, the Exchange Act or the
securities laws of the states of the United States). In support of the
foregoing, at the request of the Depositary, the Company will furnish to the
Depositary, at its own expense, (a) a written opinion of U.S. counsel
(reasonably satisfactory to the Depositary) stating whether or not application
of such transaction to Holders and Beneficial Owners (1) requires a registration
statement under the Securities Act to be in effect or (2) is exempt from the
registration requirements of the Securities Act and (b) a written opinion of
Jersey counsel (reasonably satisfactory to the Depositary) stating that (1)
making the transaction available to Holders and Beneficial Owners does not
violate the laws or regulations of Jersey and (2) all requisite regulatory
consents and approvals have been obtained in Jersey. If the filing of a
registration statement is required, the Depositary shall not have any obligation
to proceed with the transaction unless it shall have received evidence
reasonably satisfactory to it that such registration statement has been declared
effective and that such distribution is in accordance with all applicable laws
or regulations. If, being advised by counsel, the Company determines that a
transaction is required to be registered under the Securities Act, the Company
will either (i) register such transaction to the extent necessary, (ii) alter
the terms of the transaction to avoid the registration requirements of the
Securities Act or (iii) direct the Depositary to take specific measures, in each
case as contemplated in this Deposit Agreement, to prevent such transaction from
violating the registration requirements of the Securities Act.

         The Company agrees with the Depositary that neither the Company nor any
of its Affiliates will at any time (i) deposit any Shares or other Deposited
Securities, either upon original issuance or upon a sale of Shares or other
Deposited Securities previously issued and reacquired by the Company or by any
such Affiliate, or (ii) issue additional Shares, rights to subscribe for such
Shares, securities convertible into or exchangeable for Shares or rights to


                                       28


subscribe for such securities, unless such transaction and the securities
issuable in such transaction are exempt from registration under the Securities
Act or have been registered under the Securities Act (and such registration
statement has been declared effective).

         Notwithstanding anything else contained in this Deposit Agreement,
nothing in this Deposit Agreement shall be deemed to obligate the Company to
file any registration statement in respect of any proposed transaction.

         SECTION 5.8 Indemnification. The Company agrees to indemnify the
Depositary, any Custodian and each of their respective directors, officers,
employees, agents and Affiliates against, and hold each of them harmless from,
any losses, liabilities, taxes, costs, claims, judgments, proceedings, actions,
demands and any charges or expenses of any kind whatsoever (including, but not
limited to, reasonable attorney's fees and expenses and, in each case, fees and
expenses of counsel, in each case, irrevocable value added tax and any similar
tax charged or otherwise imposed in respect thereof) (collectively referred to
as "Losses") which the Depositary or any agent thereof may incur or which may be
made against it as a result of or in connection with its appointment or the
exercise of its powers and duties under this Agreement or that may arise (a) out
of or in connection with any offer, issuance, sale, resale, transfer, deposit or
withdrawal of Receipts, American Depositary Shares, the Shares, or other
Deposited Securities, as the case may be, (b) out of or in connection with any
offering documents in respect thereof or (c) out of or in connection with acts
performed or omitted, including, but not limited to, any delivery by the
Depositary on behalf of the Company of information regarding the Company in
connection with this Deposit Agreement, the Receipts, the American Depositary
Shares, the Shares, or any Deposited Securities, in any such case (i) by the
Depositary, the Custodian or any of their respective directors, officers,
employees, agents and Affiliates, except to the extent any such Losses arises
out of the negligence or bad faith of any of them, or (ii) by the Company or any
of its directors, officers, employees, agents and Affiliates. Notwithstanding
the above, in no event shall the Depositary or any of its directors, officers,
employees, agents and/or Affiliates be liable for any indirect, special,
punitive or consequential damages to the Company, Holders, Beneficial Owners or
any other person. The indemnities contained in this paragraph shall not extend
to any Loss that arises out of information (or omissions from such information)
relating to the Indemnified Persons, furnished in writing to the Company by such
Indemnified Person expressly for use in any registration statement, prospectus
or proxy statement under the Securities Act.

         The Depositary agrees to indemnify the Company, its directors,
officers, employees, agents and Affiliates against and hold each of them
harmless from any Losses which may arise out of acts performed or omitted to be
performed by the Depositary or its directors, employees, agents and Affiliates
due to their negligence or bad faith.

         Any person seeking indemnification hereunder (an "Indemnified Person")
shall notify the person from whom it is seeking indemnification (the
"Indemnifying Person") of the commencement of any indemnifiable action or claim
promptly after such Indemnified Person becomes aware of such commencement
(provided that the failure to make such notification shall not affect such
Indemnified Person's rights to indemnification except to the extent the
Indemnifying Person is materially prejudiced by such failure) and shall consult
in good faith with the Indemnifying Person as to the conduct of the defense of
such action or claim that may give rise to an indemnity hereunder, which defense
shall be reasonable under the circumstances. No Indemnified Person shall
compromise or settle any action or claim that may give rise to an indemnity
hereunder without the consent of the Indemnifying Person, which consent shall
not be unreasonably withheld.


                                       29


         The obligations set forth in this Section shall survive the termination
of this Deposit Agreement and the succession or substitution of any party
hereto.

         SECTION 5.9 Fees and Charges of Depositary. The Company, the Holders,
the Beneficial Owners, and persons depositing Shares or surrendering ADSs for
cancellation and withdrawal of Deposited Securities shall be required to pay to
the Depositary the Depositary's fees and related charges identified as payable
by them respectively as provided for under Article 9 of the Form of Receipt
attached hereto as Exhibits A and B; provided, however, that no fees shall be
payable upon distribution of cash dividends so long as the charging of such fee
is prohibited by the exchange, if any, upon which the ADSs are listed. All fees
and charges so payable may, at any time and from time to time, be changed by
agreement between the Depositary and the Company, but, in the case of fees and
charges payable by Holders and Beneficial Owners, only in the manner
contemplated in Section 6.1. The Depositary shall provide, without charge, a
copy of its latest fee schedule to anyone upon request.

         The Depositary and the Company may reach separate agreement in relation
to the payment of any additional remuneration to the Depositary in respect of
any exceptional duties which the Depositary finds necessary or desirable and
agreed by both parties in the performance of its obligations hereunder and in
respect of the actual costs and expenses of the Depositary in respect of any
notices required to be given to the Holders in accordance with Article 20 of the
Form of Receipt attached hereto as Exhibits A and B.

         In connection with any payment by the Company to the Depositary:

         (i)   all fees, taxes, duties, charges, costs and expenses which are
               payable by the Company shall be paid or be procured to be paid by
               the Company (and any such amounts which are paid by the
               Depositary shall be reimbursed to the Depositary by the Company
               upon demand therefor); and

         (ii)  such payment shall be subject to all necessary Jersey exchange
               control and other consents and approvals having been obtained.
               The Company undertakes to use its reasonable endeavors to obtain
               all necessary approvals that are required to be obtained by it in
               this connection.

         The Company agrees to promptly pay to the Depositary such other fees,
charges and expenses and to reimburse the Depositary for such out-of-pocket
expenses as the Depositary and the Company may agree to in writing from time to
time. Responsibility for payment of such charges may at any time and from time
to time be changed by agreement between the Company and the Depositary. Unless
otherwise agreed, the Depositary shall present its statement for such expenses
and fees or charges to the Company once every three months.

         All payments by the Company to the Depositary under this Section 5.9
shall be paid without set-off or counterclaim, and free and clear of and without
deduction or withholding for or on account of, any present or future taxes,
levies, imports, duties, fees, assessments or other charges of whatever nature,
imposed by Jersey or by any department, agency or other political subdivision or
taxing authority thereof or therein, and all interest, penalties or similar
liabilities with respect thereto.

                                       30


         The right of the Depositary to receive payment of fees, charges and
expenses as provided above shall survive the termination of this Deposit
Agreement. As to any Depositary, upon the resignation or removal of such
Depositary as described in Section 5.4 hereof, such right shall extend for those
fees, charges and expenses incurred prior to the effectiveness of such
resignation or removal.

         SECTION 5.10 Restricted Securities Owners/Ownership Restrictions. From
time to time or upon the reasonable request of the Depositary, the Company shall
provide to the Depositary a list setting forth, to the actual knowledge of the
Company, those persons or entities who beneficially own Restricted Securities
and the Company shall update that list on a regular basis. The Depositary may
rely on such a list or update but shall not be liable for any action or omission
made in reliance thereon. The Company agrees to advise in writing each of the
persons or entities so listed that such Restricted Securities are ineligible for
deposit hereunder. The Company shall, in accordance with Article 24 of the Form
of Receipt attached hereto as Exhibits A and B, inform Holders and Beneficial
Owners and the Depositary of any other limitations on ownership of Shares that
the Holders and Beneficial Owners may be subject to by reason of the number of
American Depositary Shares held under the Memorandum and Articles of Association
of the Company or applicable Jersey law, as such restrictions may be in force
from time to time.

         SECTION 5.11 Share Register of the Company. Unless otherwise agreed in
writing between the Company and the Depositary, the Company agrees to keep and
maintain its share register in Jersey.


                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         SECTION 6.1 Amendment/Supplement. Subject to the terms and conditions
of this Section 6.1 and applicable law, the Receipts outstanding at any time,
the provisions of this Deposit Agreement and the form of Receipt attached hereto
and to be issued under the terms hereof may at any time and from time to time be
amended or supplemented by written agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable and not
materially prejudicial to the Holders without the consent of the Holders or
Beneficial Owners. Any amendment or supplement which shall impose or increase
any fees or charges (other than charges in connection with foreign exchange
control regulations, and taxes and other governmental charges, delivery and
other such expenses), or which shall otherwise materially prejudice any
substantial existing right of Holders or Beneficial Owners, shall not, however,
become effective as to outstanding Receipts until 30 days after notice of such
amendment or supplement shall have been given to the Holders of outstanding
Receipts. The parties hereto agree that any amendments or supplements which (i)
are reasonably necessary (as agreed by the Company and the Depositary) in order
for (a) the American Depositary Shares to be registered on Form F-6 under the
Securities Act or (b) the American Depositary Shares or the Shares to be traded
solely in electronic book-entry form and (ii) do not in either such case impose
or increase any fees or charges to be borne by Holders, shall be deemed not to
materially prejudice any substantial rights of Holders or Beneficial Owners.
Every Holder and Beneficial Owner at the time any amendment or supplement so
becomes effective shall be deemed, by continuing to hold such American
Depositary Share or Shares, to consent and agree to such amendment or supplement
and to be bound by this Deposit Agreement as amended and supplemented thereby.
In no event shall any amendment or supplement impair the right of the Holder to
surrender such Receipt and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law.



                                       31


Notwithstanding the foregoing, if any governmental body should adopt new laws,
rules or regulations which would require amendment or supplement of this Deposit
Agreement to ensure compliance therewith, the Company and the Depositary may
amend or supplement this Deposit Agreement and the Receipt at any time in
accordance with such changed laws, rules or regulations. Such amendment or
supplement to this Deposit Agreement in such circumstances may become effective
before a notice of such amendment or supplement is given to Holders or within
any other period of time as required for compliance with such laws, rules or
regulations.

         SECTION 6.2 Termination. The Depositary shall, at any time at the
written direction of the Company, terminate this Deposit Agreement by mailing
notice of such termination to the Holders of all Receipts then outstanding at
least 90 days prior to the date fixed in such notice for such termination,
provided that the Depositary shall be reimbursed for any amounts, fees, costs or
expenses owed to it in accordance with the terms of this Deposit Agreement and
in accordance with any other agreements as otherwise agreed in writing between
the Company and the Depositary from time to time, prior to such termination
shall take effect. If 90 days shall have expired after (i) the Depositary shall
have delivered to the Company a written notice of its election to resign, or
(ii) the Company shall have delivered to the Depositary a written notice of the
removal of the Depositary, and in either case a successor depositary shall not
have been appointed and accepted its appointment as provided in Section 5.4, the
Depositary may terminate this Deposit Agreement by mailing notice of such
termination to the Holders of all Receipts then outstanding at least 30 days
prior to the date fixed for such termination. On and after the date of
termination of this Deposit Agreement, the Holder will, upon surrender of such
Receipt at the Principal Office of the Depositary, upon the payment of the
charges of the Depositary for the surrender of Receipts referred to in Section
2.6 and subject to the conditions and restrictions therein set forth, and upon
payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by such Receipt. If any Receipts shall remain outstanding after the
date of termination of this Deposit Agreement, the Registrar thereafter shall
discontinue the registration of transfers of Receipts, and the Depositary shall
suspend the distribution of dividends to the Holders thereof, and shall not give
any further notices or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights or other
property as provided in this Deposit Agreement, and shall continue to deliver
Deposited Securities, subject to the conditions and restrictions set forth in
Section 2.6, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, or charging, as the case may be, in each case, the charges of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Holder in accordance with the terms and conditions of this Deposit Agreement and
any applicable taxes or governmental charges or assessments). At any time after
the expiration of six months from the date of termination of this Deposit
Agreement, the Depositary may sell the Deposited Securities then held hereunder
and may thereafter hold uninvested the net proceeds of any such sale, together
with any other cash then held by it hereunder, in an unsegregated account,
without liability for interest for the pro rata benefit of the Holders of
Receipts whose Receipts have not theretofore been surrendered. After making such
sale, the Depositary shall be discharged from all obligations under this Deposit
Agreement with respect to the Receipts and the Shares, Deposited Securities and
American Depositary Shares, except to account for such net proceeds and other
cash (after deducting, or charging, as the case may be, in each case, the
charges of the



                                       32


Depositary for the surrender of a Receipt, any expenses for the account of the
Holder in accordance with the terms and conditions of this Deposit Agreement and
any applicable taxes or governmental charges or assessments). Upon the
termination of this Deposit Agreement, the Company shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the
Depositary hereunder.

                                  ARTICLE VII

                                  MISCELLANEOUS

         SECTION 7.1 Counterparts. This Deposit Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and all of
such counterparts together shall constitute one and the same agreement. Copies
of this Deposit Agreement shall be maintained with the Depositary and shall be
open to inspection by any Holder during business hours.

         SECTION 7.2 No Third-Party Beneficiaries. This Deposit Agreement is for
the exclusive benefit of the parties hereto (and their successors) and shall not
be deemed to give any legal or equitable right, remedy or claim whatsoever to
any other person, except to the extent specifically set forth in this Deposit
Agreement. Nothing in this Deposit Agreement shall be deemed to give rise to a
partnership or joint venture among the parties hereto nor establish a fiduciary
or similar relationship among the parties. The parties hereto acknowledge and
agree that (i) the Depositary and its Affiliates may at any time have multiple
banking relationships with the Company and its Affiliates, (ii) the Depositary
and its Affiliates may be engaged at any time in transactions in which parties
adverse to the Company or the Holders or Beneficial Owners may have interests
and (iii) nothing contained in this Agreement shall (a) preclude the Depositary
or any of its Affiliates from engaging in such transactions or establishing or
maintaining such relationships, or (b) obligate the Depositary or any of its
Affiliates to disclose such transactions or relationships or to account for any
profit made or payment received in such transactions or relationships.

         SECTION 7.3 Severability. In case any one or more of the provisions
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

         SECTION 7.4 Holders and Beneficial Owners as Parties; Binding Effect.
The Holders and Beneficial Owners from time to time of American Depositary
Shares shall be parties to this Deposit Agreement and shall be bound by all of
the terms and conditions hereof and of any Receipt by acceptance hereof or any
beneficial interest therein.

         SECTION 7.5 Notices. Any and all notices to be given to the Company
shall be deemed to have been duly given if personally delivered or sent by mail,
air courier or cable, telex, facsimile transmission or electronic transmission,
confirmed by letter, addressed to [Company], [WNS (Holdings) Limited, c/o WNS
North America, Inc., 420 Lexington Avenue, Suite 2515, New York, New York 10170,
U.S.A. Attention: [___________], telephone: +1 212 599-6960,



                                       33


facsimile: [_____]] or to any other address which the Company may specify in
writing to the Depositary.

         Any and all notices to be given to the Depositary shall be deemed to
have been duly given if personally delivered or sent by mail, air courier or
cable, telex, facsimile transmission or by electronic transmission (if agreed by
the Company and the Depositary), at the Company's expense, unless otherwise
agreed in writing between the Company and the Depositary, confirmed by letter,
addressed to Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New
York 10005, U.S.A., Attention: ADR Department, telephone: + 212 602-1044,
facsimile: + 212 797 0327 or to any other address which the Depositary may
specify in writing to the Company.

         Any and all notices to be given to any Holder shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex,
facsimile transmission or by electronic transmission (if agreed by the Company
and the Depositary), at the Company's expense, unless otherwise agreed in
writing between the Company and the Depositary, addressed to such Holder at the
address of such Holder as it appears on the transfer books for Receipts of the
Depositary, or, if such Holder shall have filed with the Depositary a written
request that notices intended for such Holder be mailed to some other address,
at the address specified in such request. Notice to Holders shall be deemed to
be notice to Beneficial Owners for all purposes of this Deposit Agreement.

         Delivery of a notice sent by mail, air courier or cable, telex,
facsimile or electronic transmission shall be deemed to be effective at the time
when a duly addressed letter containing the same (or a confirmation thereof in
the case of a cable, telex, facsimile or electronic transmission) is deposited,
postage prepaid, in a post-office letter box or delivered to an air courier
service. The Depositary or the Company may, however, act upon any cable, telex,
facsimile or electronic transmission received by it from the other or from any
Holder, notwithstanding that such cable, telex, facsimile or electronic
transmission shall not subsequently be confirmed by letter as aforesaid, as the
case may be.

         SECTION 7.6 Governing Law and Jurisdiction. This Deposit Agreement and
the Receipts shall be interpreted in accordance with, and all rights hereunder
and thereunder and provisions hereof and thereof shall be governed by, the laws
of the State of New York without reference to the principles of choice of law
thereof. Except as set forth in the following paragraph of this Section 7.6, the
Company and the Depositary agree that the federal or state courts in the City of
New York shall have jurisdiction to hear and determine any suit, action or
proceeding and to settle any dispute between them that may arise out of or in
connection with this Deposit Agreement and, for such purposes, each irrevocably
submits to the non-exclusive jurisdiction of such courts. The Company hereby
irrevocably designates, appoints and empowers WNS North America, Inc. (the
"Process Agent") now at 420 Lexington Avenue, Suite 2515, New York, New York
10170, U.S.A. Attention: [___________], telephone: +1 212 599-6960, facsimile:
[_____] as its authorized agent to receive and accept for and on its behalf, and
on behalf of its properties, assets and revenues, service by mail of any and all
legal process, summons, notices and documents that may be served in any suit,
action or proceeding brought against the Company in any federal or state court
as described in the preceding sentence or in the next paragraph of this Section
7.6. If for any reason the Process Agent shall cease to be available



                                       34


to act as such, the Company agrees to designate a new agent in the City of New
York on the terms and for the purposes of this Section 7.6 reasonably
satisfactory to the Depositary. The Company further hereby irrevocably consents
and agrees to the service of any and all legal process, summons, notices and
documents in any suit, action or proceeding against the Company, by service by
mail of a copy thereof upon the Process Agent (whether or not the appointment of
such Process Agent shall for any reason prove to be ineffective or such Process
Agent shall fail to accept or acknowledge such service), with a copy mailed to
the Company by registered or certified air mail, postage prepaid, to its address
provided in Section 7.5 hereof. The Company agrees that the failure of the
Process Agent to give any notice of such service to it shall not impair or
affect in any way the validity of such service or any judgment rendered in any
action or proceeding based thereon.

         Notwithstanding the foregoing, the Depositary and the Company
unconditionally agree that in the event that a Holder or Beneficial Owner brings
a suit, action or proceeding against (a) the Company, (b) the Depositary in its
capacity as Depositary under this Deposit Agreement or (c) against both the
Company and the Depositary, in any state or federal court of the United States,
and the Depositary or the Company have any claim, for indemnification or
otherwise, against each other arising out of the subject matter of such suit,
action or proceeding, then the Company and the Depositary may pursue such claim
against each other in the state or federal court in the United States in which
such suit, action, or proceeding is pending, and for such purposes the Company
and the Depositary irrevocably submit to the non-exclusive jurisdiction of such
courts. The Company agrees that service of process upon the Process Agent in the
manner set forth in the preceding paragraph shall be effective service upon it
for any suit, action or proceeding brought against it as described in this
paragraph.

         The Company irrevocably and unconditionally waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of venue of any actions, suits or proceedings brought in any court as
provided in this Section 7.6, and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum.

         The Company and the Depositary agree that, notwithstanding the
foregoing, with regard to any claim or dispute or difference of whatever nature
between the parties hereto arising directly or indirectly from the relationship
created by this Deposit Agreement, the Depositary, in its sole discretion, shall
be entitled to refer such dispute or difference for final settlement by
arbitration ("Arbitration") in accordance with the applicable rules of the
American Arbitration Association (the "Rules") then in force, by a sole
arbitrator appointed in accordance with the Rules. The seat and place of any
reference to Arbitration shall be New York, New York State. The procedural law
of any Arbitration shall be New York law and the language to be used in the
Arbitration shall be English. The fees of the arbitrator and other costs
incurred by the parties in connection with such Arbitration shall be paid by the
party that is unsuccessful in such Arbitration.

         The provisions of this Section 7.6 shall survive any termination of
this Deposit Agreement, in whole or in part.



                                       35


         SECTION 7.7 Assignment. Subject to the provisions of Section 5.4
hereof, this Deposit Agreement may not be assigned by either the Company or the
Depositary.

         SECTION 7.8 Agents. The Depositary shall be entitled, in its sole but
reasonable discretion, to appoint one or more agents (the "Agents") of which it
shall have control for the purpose, inter alia, of making distributions to the
Holders or otherwise carrying out its obligations under this Agreement.

         SECTION 7.9 Exclusivity. The Company agrees not to appoint any other
depositary for the issuance or administration of depositary receipts evidencing
any class of stock of the Company so long as Deutsche Bank Trust Company
Americas is acting as Depositary hereunder.

         SECTION 7.10 Compliance with U.S. Securities Laws. Notwithstanding
anything in this Deposit Agreement to the contrary, the withdrawal or delivery
of Deposited Securities will not be suspended by the Company or the Depositary
except as would be permitted by Instruction I.A.(1) of the General Instructions
to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act.

         SECTION 7.11 Titles. All references in this Deposit Agreement to
exhibits, articles, sections, subsections, and other subdivisions refer to the
exhibits, articles, sections, subsections and other subdivisions of this Deposit
Agreement unless expressly provided otherwise. The words "this Deposit
Agreement," "herein," "hereof," "hereby," "hereunder," and words of similar
import refer to the Deposit Agreement as a whole as in effect between the
Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to
any particular subdivision unless expressly so limited. Pronouns in masculine,
feminine and neuter gender shall be construed to include any other gender, and
words in the singular form shall be construed to include the plural and vice
versa unless the context otherwise requires. Titles to sections of this Deposit
Agreement are included for convenience only and shall be disregarded in
construing the language contained in this Deposit Agreement.


                                       36



         IN WITNESS WHEREOF, WNS (HOLDINGS) LIMITED and DEUTSCHE BANK TRUST
COMPANY AMERICAS have duly executed this Deposit Agreement as of the day and
year first above set forth and all Holders and Beneficial Owners shall become
parties hereto upon acceptance by them of American Depositary Shares evidenced
by Receipts issued in accordance with the terms hereof.



                             WNS (HOLDINGS) LIMITED



                             By:
                                 -----------------------------------------------
                                 Name:
                                 Title:



                             By:
                                 -----------------------------------------------
                                 Name:
                                 Title:



                             DEUTSCHE BANK TRUST COMPANY AMERICAS



                             By:
                                 -----------------------------------------------
                                 Name:
                                 Title:



                             By:
                                 -----------------------------------------------
                                 Name:
                                 Title:



                                       37


Number                                                      CUSIP

                                               American Depositary Shares (Each
                                                   American Depositary Share
                                                  representing One Fully Paid
                                                       Ordinary Share)

                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT

                                       FOR

                           AMERICAN DEPOSITARY SHARES

                                  representing

                            DEPOSITED ORDINARY SHARES

                                       Of

                             WNS (HOLDINGS) LIMITED

                     (Incorporated under the laws of Jersey)

         DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (herein called the
"Depositary"), hereby certifies that _____________ is the owner of
______________ American Depositary Shares (hereinafter "ADS"), representing
deposited ordinary shares, each of par value of 10 pence including evidence of
rights to receive such ordinary shares (the "Shares") of WNS (Holdings) Limited,
a company incorporated under the laws of Jersey (the "Company"). As of the date
of the Deposit Agreement (hereinafter referred to), each ADS represents one
Share deposited under the Deposit Agreement with the Custodian which at the date
of execution of the Deposit Agreement is [                                  ]
(the "Custodian"). The ratio of American Depositary Shares to the Shares is
subject to subsequent amendment as provided in Article IV of the Deposit
Agreement. The Depositary's Principal Office is located at 60 Wall Street, New
York, New York 10005, U.S.A.

         (1) The Deposit Agreement. This American Depositary Receipt is one of
an issue of American Depositary Receipts ("Receipts"), all issued and to be
issued upon the terms and conditions set forth in the Deposit Agreement, dated
as of [______________, 2006] (as amended from time to time, the "Deposit
Agreement"), by and among the Company, the Depositary, and all Holders and
Beneficial Owners from time to time of Receipts issued thereunder, each of whom
by accepting a Receipt agrees to become a party thereto and becomes bound by all
the terms and conditions thereof. The Deposit Agreement sets forth the rights
and obligations of Holders and Beneficial Owners of Receipts and the rights and
duties of the Depositary in respect



                                       A-1


of the Shares deposited thereunder and any and all other securities, property
and cash from time to time received in respect of such Shares and held
thereunder (such Shares, other securities, property and cash are herein called
"Deposited Securities"). A copy of the Deposit Agreement is on file at the
Principal Office of the Depositary and the Custodian.

         Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or
any interest therein) issued in accordance with the terms and conditions of the
Deposit Agreement, shall be deemed for all purposes to (a) be a party to and
bound by the terms of the Deposit Agreement and applicable ADR(s), and (b)
appoint the Depositary its attorney-in-fact, with full power to delegate, to act
on its behalf and to take any and all actions contemplated in the Deposit
Agreement and the applicable ADR(s), to adopt any and all procedures necessary
to comply with applicable law and to take such action as the Depositary in its
sole discretion may deem necessary or appropriate to carry out the purposes of
the Deposit Agreement and the applicable ADR(s), the taking of such actions to
be the conclusive determinant of the necessity and appropriateness thereof.

         The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and the Company's
Memorandum and Articles of Association (as in effect on the date of the Deposit
Agreement) and are qualified by and subject to the detailed provisions of the
Deposit Agreement, to which reference is hereby made. All capitalized terms used
herein which are not otherwise defined herein shall have the meanings ascribed
thereto in the Deposit Agreement. The Depositary makes no representation or
warranty as to the validity or worth of the Deposited Securities. The Depositary
has made arrangements for the acceptance of the American Depositary Shares into
DTC. Each Beneficial Owner of American Depositary Shares held through DTC must
rely on the procedures of DTC and the DTC participants to exercise and be
entitled to any rights attributable to such American Depositary Shares. The
Receipt evidencing the American Depositary Shares held through DTC will be
registered in the name of a nominee of DTC. So long as the American Depositary
Shares are held through DTC or unless otherwise required by law, ownership of
beneficial interests in the Receipt registered in the name of DTC (or its
nominee) will be shown on, and transfers of such ownership will be effected only
through, records maintained by (i) DTC (or its nominee), or (ii) DTC
participants (or their nominees).

         (2) Surrender of Receipts and Withdrawal of Deposited Securities. Upon
surrender, at the Principal Office of the Depositary, of ADSs evidenced by this
Receipt for the purpose of withdrawal of the Deposited Securities represented
thereby, and upon payment of (i) fees and the charges of the Depositary for the
making of withdrawals of Deposited Securities and cancellation of Receipts (as
set forth in Article (9) hereof and in Section 5.9 of the Deposit Agreement) and
(ii) all applicable taxes and governmental charges payable in connection with
such surrender and withdrawal, and, subject to the terms and conditions of the
Deposit Agreement, the Company's Memorandum and Articles of Association, Section
7.10 of the Deposit Agreement, Article (22) hereof and any other provisions of
or governing the Deposited Securities and other applicable laws, the Holder of
the American Depositary Shares evidenced hereby is entitled to delivery, to him
or upon his order, of the Deposited Securities at the time represented by the
ADS so surrendered. ADS may be surrendered for the purpose of withdrawing
Deposited Securities by delivery of a Receipt evidencing such ADS (if held in
certificated form) or by book-entry delivery of such ADS to the Depositary.

                                      A-2


         A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Holder thereof
shall execute and deliver to the Depositary a written order directing the
Depositary to cause the Deposited Securities being withdrawn to be delivered to
or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without
unreasonable delay) at the designated office of the Custodian or through a
book-entry delivery of the Shares (in either cases, subject to the terms and
conditions of the Deposit Agreement, to the Company's Memorandum and Articles of
Association, and to the provisions of or governing the Deposited Securities and
applicable laws, now or hereafter in effect) to or upon the written order of the
person or persons designated in the order delivered to the Depositary as
provided above, the Deposited Securities represented by such ADSs, together with
any certificate or other proper documents of or relating to title for the
Deposited Securities as may be legally required, as the case may be, to or for
the account of such person.

         The Depositary may, in its discretion, refuse to accept for surrender a
number of American Depositary Shares representing a number of Shares other than
a whole number of Shares. In the case of surrender of a Receipt evidencing a
number of ADSs representing other than a whole number of Shares, the Depositary
shall cause ownership of the appropriate whole number of Shares to be delivered
in accordance with the terms hereof, and shall, at the discretion of the
Depositary, either (i) issue and deliver to the person surrendering such Receipt
a new Receipt evidencing American Depositary Shares representing any remaining
fractional Share, or (ii) sell or cause to be sold the fractional Shares
represented by the Receipt so surrendered and remit the proceeds thereof (net of
(a) applicable fees and charges of, and expenses incurred by, the Depositary and
(b) taxes withheld) to the person surrendering the Receipt.

         At the request, risk and expense of any Holder so surrendering a
Receipt, and for the account of such Holder, the Depositary shall direct the
Custodian to forward (to the extent permitted by law) any cash or other property
(other than securities) held in respect of, and any certificate or certificates
and other proper documents of or relating to title to, the Deposited Securities
represented by such Receipt to the Depositary for delivery at the Principal
Office of the Depositary, and for further delivery to such Holder. Such
direction shall be given by letter or, at the request, risk and expense of such
Holder, by cable, telex or facsimile transmission. Upon receipt by the
Depositary, the Depositary may make delivery to such person or persons entitled
thereto at the Principal Office of the Depositary of any dividends or cash
distributions with respect to the Deposited Securities represented by such
Receipt, or of any proceeds of sale of any dividends, distributions or rights,
which may at the time be held by the Depositary.

         (3) Transfers, Split-Ups and Combinations of Receipts. Subject to the
terms and conditions of the Deposit Agreement, the Registrar shall register
transfers of Receipts on its books, upon surrender at the Principal Office of
the Depositary of a Receipt by the Holder thereof in person or by duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer (including signature guarantees in accordance with standard industry
practice) and duly stamped as may be required by the laws of the State of New
York and of the United States of America, of Jersey and of any other applicable
law. Subject to the terms and conditions of the Deposit Agreement, including
payment of the applicable fees and charges of the Depositary, the Depositary
shall execute and deliver a new Receipt(s) (and if necessary,



                                      A-3


cause the Registrar to countersign such Receipt(s)) and deliver same to or upon
the order of the person entitled to such Receipts evidencing the same aggregate
number of ADSs as those evidenced by the Receipts surrendered. Upon surrender of
a Receipt or Receipts for the purpose of effecting a split-up or combination of
such Receipt or Receipts and upon payment of the applicable fees and charges of
the Depositary, and subject to the terms and conditions of the Deposit
Agreement, the Depositary shall execute and deliver a new Receipt or Receipts
for any authorized number of ADSs requested, evidencing the same aggregate
number of ADSs as the Receipt or Receipts surrendered.

         (4) Pre-Conditions to Registration, Transfer, Etc. As a condition
precedent to the execution and delivery, registration of transfer, split-up,
combination or surrender of any Receipt or withdrawal of any Deposited
Securities, the Depositary or the Custodian may require (i) payment from the
depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse
it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to Shares being deposited or withdrawn) and payment of any
applicable fees and charges of the Depositary as provided in the Deposit
Agreement and in this Receipt, (ii) the production of proof satisfactory to it
as to the identity and genuineness of any signature or any other matters
contemplated in Section 3.1 of the Deposit Agreement and (iii) compliance with
(A) any laws or governmental regulations relating to the execution and delivery
of Receipts or ADSs or to the withdrawal or delivery of Deposited Securities and
(B) such reasonable regulations of the Depositary or the Company consistent with
the Deposit Agreement and applicable law.

         The issuance of ADSs against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the issuance of ADSs against
the deposit of particular Shares may be withheld, or the registration of
transfer of Receipts in particular instances may be refused, or the registration
of transfer of Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed or if any such action is deemed
necessary or advisable by the Depositary or the Company, in good faith, at any
time or from time to time because of any requirement of law, any government or
governmental body or commission or any securities exchange upon which the
Receipts or Share are listed, or under any provision of the Deposit Agreement or
provisions of, or governing, the Deposited Securities or any meeting of
shareholders of the Company or for any other reason, subject in all cases to
Article (22) hereof. Notwithstanding any provision of the Deposit Agreement or
this Receipt to the contrary, the Holders of Receipts are entitled to surrender
outstanding ADSs to withdraw the Deposited Securities at any time subject only
to (i) temporary delays caused by closing the transfer books of the Depositary
or the Company or the deposit of Shares in connection with voting at a
shareholders' meeting or the payment of dividends, (ii) the payment of fees,
taxes and similar charges, (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities, and (iv) other circumstances specifically contemplated by
Section I.A.(l) of the General Instructions to Form F-6 (as such General
Instructions may be amended from time to time). Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under the
Deposit Agreement any Shares or other Deposited Securities required to be
registered under the provisions of the U.S. Securities Act, unless a
registration statement is in effect as to such Shares.

         (5) Compliance With Information Requests. Notwithstanding any other
provision of the Deposit Agreement, this Receipt, the Memorandum and Articles of
Association of the Company and applicable law, each Holder and Beneficial Owner
of the ADSs



                                      A-4


represented hereby agrees to comply with requests from the Company pursuant to
the laws of Jersey, the rules and requirements of The New York Stock Exchange
and any other stock exchange on which the Shares are, or will be registered,
traded or listed, the Company's Memorandum and Articles of Association, which
are made to provide information as to the capacity in which such Holder or
Beneficial Owner owns ADSs and regarding the identity of any other person
interested in such ADSs and the nature of such interest and various other
matters whether or not they are Holders and/or Beneficial Owner at the time of
such request. The Depositary agrees to use reasonable efforts to forward any
such requests to the Holders and to forward to the Company any such responses to
such requests received by the Depositary.

         (6) Liability of Holder for Taxes, Duties and Other Charges. If any tax
or other governmental charge shall become payable by the Depositary or the
Custodian with respect to any Receipt or any Deposited Securities or ADSs, such
tax, or other governmental charge shall be payable by the Holders and Beneficial
Owners to the Depositary. The Company, the Custodian and/or the Depositary may
withhold or deduct from any distributions made in respect of Deposited
Securities and may sell for the account of the Holder and/or Beneficial Owner
any or all of the Deposited Securities and apply such distributions and sale
proceeds in payment of such taxes (including applicable interest and penalties)
or charges, with the Holder and the Beneficial Owner hereof remaining fully
liable for any deficiency. The Custodian may refuse the deposit of Shares, and
the Depositary may refuse to issue ADSs, to deliver Receipts, register the
transfer, split-up or combination of ADRs and (subject to Article (22) hereof)
the withdrawal of Deposited Securities, until payment in full of such tax,
charge, penalty or interest is received. Every Holder and Beneficial Owner
agrees to indemnify the Depositary, the Company, the Custodian and each of their
respective agents, officers, directors, employees and Affiliates for, and hold
each of them harmless from, any claims with respect to taxes (including
applicable interest and penalties thereon) arising from any tax benefit obtained
for such Holder and/or Beneficial Owner.

         Holders understand that in converting Foreign Currency, amounts
received on conversion are calculated at a rate which may exceed the number of
decimal places used by the Depositary to report distribution rates (which in any
case will not be less than two decimal places). Any excess amount may be
retained by the Depositary as an additional cost of conversion, irrespective of
any other fees and expenses payable or owing hereunder and shall not be subject
to escheatment.

         (7) Representations and Warranties of Depositors. Each person
depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares (and the certificates therefor) are
duly authorized, validly issued, fully paid, non-assessable and were legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with
respect to such Shares, have been validly waived or exercised, (iii) the person
making such deposit is duly authorized so to do, (iv) the Shares presented for
deposit are free and clear of any lien, encumbrance, security interest, charge,
mortgage or adverse claim and are not, and the ADSs issuable upon such deposit
will not be, Restricted Securities and (v) the Shares presented for deposit have
not been stripped of any rights or entitlements. Such representations and
warranties shall survive the deposit and withdrawal of Shares and the issuance,
cancellation and transfer of ADSs. If any such representations or warranties are
false in any way, the Company and Depositary shall be authorized, at the cost
and expense of the person depositing Shares, to take any and all actions
necessary to correct the consequences thereof.

                                      A-5

         (8) Proofs, Certificates and Other Information. Any person presenting
Shares for deposit, any Holder and any Beneficial Owner may be required, and
every Holder and Beneficial Owner agrees, from time to time to provide to the
Depositary or the Custodian such proof of citizenship or residence, taxpayer
status, payment of all applicable taxes or other governmental charges, exchange
control approval, legal or beneficial ownership of ADSs and Deposited
Securities, compliance with applicable laws and the terms of the Deposit
Agreement and the provisions of, or governing, the Deposited Securities or other
information as the Depositary deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its
obligations under the Deposit Agreement. Subject to Article (22) hereof and the
terms of the Deposit Agreement, the Depositary and the Registrar, as applicable,
may withhold the execution or delivery or registration of transfer of any
Receipt or the distribution or sale of any dividend or distribution of rights or
of the proceeds thereof or the delivery of any Deposited Securities until such
proof or other information is filed, or such certifications are executed, or
such representations and warranties made, or such information and documentation
are provided.

         (9) Charges of Depositary. The Depositary shall charge the following
fees for the services performed under the terms of the Deposit Agreement;
provided, however, that no fees shall be payable upon distribution of cash
dividends so long as the charging of such fee is prohibited by the exchange, if
any, upon which the ADSs are listed:

               (i) to any person to whom ADSs are issued or to any person to
          whom a distribution is made in respect of ADS distributions pursuant
          to stock dividends or other free distributions of stock, bonus
          distributions, stock splits or other distributions (except where
          converted to cash), a fee not in excess of U.S.$5.00 per 100 ADSs (or
          fraction thereof) so issued under the terms of the Deposit Agreement
          to be determined by the Depositary;

               (ii) to any person surrendering ADSs for cancellation and
          withdrawal of Deposited Securities including, inter alia, cash
          distributions made pursuant to a cancellation or withdrawal, a fee not
          in excess of U.S.$5.00 per 100 ADSs (or fraction thereof) so
          surrendered;

               (iii) to any Holder of ADSs, a fee not in excess of U.S.$2.00 per
          100 ADSs held for the distribution of cash proceeds, including cash
          dividends or sale of rights and other entitlements, not made pursuant
          to a cancellation or withdrawal;

               (iv) to any holder of ADSs, a fee not in excess of U.S.$5.00 per
          100 ADSs (or portion thereof) issued upon the exercise of rights;

               (v) for the operation and maintenance costs in administering the
          ADRs an annual fee of U.S.$[ ] or less per ADR: provided, however,
          that if the Depositary imposes a fee under this clause (v), then the
          total of fees assessed under this clause (v), combined with the total
          of fees assessed under clause (iv) above, shall not exceed U.S.$[ ]
          per ADR in any calendar year; and

                                      A-6


               (vi) in connection with inspections of the relevant share
          register maintained by the local registrar, if applicable undertaken
          by the Depositary, the Custodian or their respective agents: an annual
          fee of U.S.$[ ] or less per ADR (such fee to be assessed against
          Holders of record as of the date or dates set by the Depositary as it
          sees fit and collected at the sole discretion of the Depositary by
          billing such Holders for such fee or by deducting such fee from one or
          more cash dividends or other cash distributions.

         In addition, Holders, Beneficial Owners, persons depositing Shares for
deposit and persons surrendering ADSs for cancellation and withdrawal of
Deposited Securities will be required to pay the following charges:

               (i) taxes (including applicable interest and penalties) and other
          governmental charges;

               (ii) such registration fees as may from time to time be in effect
          for the registration of Shares or other Deposited Securities with the
          Foreign Registrar and applicable to transfers of Shares or other
          Deposited Securities to or from the name of the Custodian, the
          Depositary or any nominees upon the making of deposits and
          withdrawals, respectively;

               (iii) such cable, telex, facsimile and electronic transmission
          and delivery expenses as are expressly provided in the Deposit
          Agreement to be at the expense of the person depositing or withdrawing
          Shares or Holders and Beneficial Owners of ADSs;

               (iv) the expenses and charges incurred by the Depositary in the
          conversion of foreign currency;

               (v) such fees and expenses as are incurred by the Depositary in
          connection with compliance with exchange control regulations and other
          regulatory requirements applicable to Shares, Deposited Securities,
          ADSs and ADRs;

               (vi) the fees and expenses incurred by the Depositary in
          connection with the delivery of Deposited Securities, including any
          fees of a central depository for securities in the local market, where
          applicable; and

               (vii) any additional fees, charges, costs or expenses that may be
          incurred by the Depositary from time to time.

         Any other charges and expenses of the Depositary under the Deposit
Agreement will be paid by the Company upon agreement between the Depositary and
the Company. All fees and charges may, at any time and from time to time, be
changed by agreement between the Depositary and Company but, in the case of fees
and charges payable by Holders or Beneficial Owners, only in the manner
contemplated by Article (20) of this Receipt.

         (10) Title to Receipts. It is a condition of this Receipt, and every
successive Holder of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt (and to each ADS evidenced hereby) is
transferable by delivery of the Receipt, provided it has been properly endorsed
or accompanied by proper instruments of transfer, such Receipt being a



                                      A-7


certificated security under the laws of the State of New York. Notwithstanding
any notice to the contrary, the Depositary may deem and treat the Holder of this
Receipt (that is, the person in whose name this Receipt is registered on the
books of the Depositary) as the absolute owner hereof for all purposes. The
Depositary shall have no obligation or be subject to any liability under the
Deposit Agreement or this Receipt to any holder of this Receipt or any
Beneficial Owner unless such holder is the Holder of this Receipt registered on
the books of the Depositary or, in the case of a Beneficial Owner, such
Beneficial Owner or the Beneficial Owner's representative is the Holder
registered on the books of the Depositary.

         (11) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or enforceable for any purpose,
unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile
signature of a duly authorized signatory of the Depositary, (iii) if a Registrar
for the Receipts shall have been appointed, countersigned by the manual or
facsimile signature of a duly authorized signatory of the Registrar and (iv)
registered in the books maintained by the Depositary or the Registrar, as
applicable, for the issuance and transfer of Receipts. Receipts bearing the
manual or facsimile signature of a duly-authorized signatory of the Depositary
or the Registrar, who at the time of signature was a duly-authorized signatory
of the Depositary or the Registrar, as the case may be, shall bind the
Depositary, notwithstanding the fact that such signatory has ceased to be so
authorized prior to the execution and delivery of such Receipt by the Depositary
or the Registrar or did not hold such office on the date of issuance of such
Receipts.

         (12) Available Information; Reports; Inspection of Transfer Books. The
Company is subject to the periodic reporting requirements of the Exchange Act
applicable to foreign private issuers (as defined in Rule 405 under the
Securities Act) and accordingly files certain information with the Commission.
These reports and documents can be inspected and copied at the public reference
facilities maintained by the Commission located at 100 F Street, N.E.,
Washington, D.C. 20549. The Depositary shall make available during normal
business hours on any Business Day for inspection by Holders at its Principal
Office any reports and communications, including any proxy soliciting materials,
received from the Company which are both (a) received by the Depositary, the
Custodian, or the nominee of either of them as the holder of the Deposited
Securities and (b) made generally available to the holders of such Deposited
Securities by the Company.

         The Depositary or the Registrar, as applicable, shall keep books for
the registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Company and by the Holders of such
Receipts, provided that such inspection shall not be, to the Depositary's or the
Registrar's knowledge, for the purpose of communicating with Holders of such
Receipts in the interest of a business or object other than the business of the
Company or other than a matter related to the Deposit Agreement or the Receipts.

         The Depositary or the Registrar, as applicable, may close the transfer
books with respect to the Receipts, at any time or from time to time, when
deemed necessary or advisable by it in good faith in connection with the
performance of its duties hereunder, or at the reasonable written request of the
Company subject, in all cases, to Article (22) hereof.


                                      A-8


Dated:                               DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                     as Depositary

                                     By:
                                        ----------------------------------------
                                        Vice President


         The address of the Principal Office of the Depositary is 60 Wall
Street, New York, New York 10005, U.S.A.




                                      A-9



                          [FORM OF REVERSE OF RECEIPT]
                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

         (13) Dividends and Distributions in Cash, Shares, etc. Whenever the
Depositary receives confirmation from the Custodian of receipt of any cash
dividend or other cash distribution on any Deposited Securities, or receives
proceeds from the sale of any Shares, rights securities or other entitlements
under the Deposit Agreement, the Depositary will, if at the time of receipt
thereof any amounts received in a foreign currency can, in the judgment of the
Depositary (upon the terms of the Deposit Agreement), be converted on a
practicable basis, into Dollars transferable to the United States, promptly
convert or cause to be converted such dividend, distribution or proceeds into
Dollars and will distribute promptly the amount thus received (net of applicable
fees and charges of, and expenses incurred by, the Depositary and taxes
withheld) to the Holders of record as of the ADS Record Date in proportion to
the number of ADS representing such Deposited Securities held by such Holders
respectively as of the ADS Record Date. The Depositary shall distribute only
such amount, however, as can be distributed without attributing to any Holder a
fraction of one cent. Any such fractional amounts shall be rounded to the
nearest whole cent and so distributed to Holders entitled thereto. If the
Company, the Custodian or the Depositary is required to withhold and does
withhold from any cash dividend or other cash distribution in respect of any
Deposited Securities an amount on account of taxes, duties or other governmental
charges, the amount distributed to Holders on the ADSs representing such
Deposited Securities shall be reduced accordingly. Such withheld amounts shall
be forwarded by the Company, the Custodian or the Depositary to the relevant
governmental authority. Any foreign currency received by the Depositary shall be
converted upon the terms and conditions set forth in the Deposit Agreement.

         If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Company shall or cause such
Shares to be deposited with the Custodian and registered, as the case may be, in
the name of the Depositary, the Custodian or their nominees. Upon receipt of
confirmation of such deposit, the Depositary shall, subject to and in accordance
with the Deposit Agreement, establish the ADS Record Date and either (i)
distribute to the Holders as of the ADS Record Date in proportion to the number
of ADSs held as of the ADS Record Date, additional ADSs, which represent in
aggregate the number of Shares received as such dividend, or free distribution,
subject to the terms of the Deposit Agreement (including, without limitation,
the applicable fees and charges of, and expenses incurred by, the Depositary,
and taxes), or (ii) if additional ADSs are not so distributed, each ADS issued
and outstanding after the ADS Record Date shall, to the extent permissible by
law, thenceforth also represent rights and interest in the additional Shares
distributed upon the Deposited Securities represented thereby (net of the
applicable fees and charges of, and the expenses incurred by, the Depositary,
and taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the
number of Shares represented by the aggregate of such fractions and distribute
the proceeds upon the terms set forth in the Deposit Agreement.

         In the event that (x) the Depositary determines that any distribution
in property (including Shares) is subject to any tax or other governmental
charges which the Depositary is obligated to withhold, or, (y) if the Company,
in the fulfillment of its obligations under the Deposit Agreement, has either
(a) furnished an opinion of U.S. counsel determining that Shares must be


                                      B-1


registered under the Securities Act or other laws in order to be distributed to
Holders (and no such registration statement has been declared effective), or (b)
fails to timely deliver the documentation contemplated in the Deposit Agreement,
the Depositary may dispose of all or a portion of such property (including
Shares and rights to subscribe therefor) in such amounts and in such manner,
including by public or private sale, as the Depositary deems necessary and
practicable, and the Depositary shall distribute the net proceeds of any such
sale (after deduction of taxes and fees and charges of, and expenses incurred
by, the Depositary) to Holders entitled thereto upon the terms of the Deposit
Agreement. The Depositary shall hold and/or distribute any unsold balance of
such property in accordance with the provisions of the Deposit Agreement.

         Upon timely receipt of a notice indicating that the Company wishes an
elective distribution to be made available to Holders upon the terms described
in the Deposit Agreement, the Depositary shall, upon provision of all
documentation required under the Deposit Agreement (including, without
limitation, any legal opinions of counsel the Depositary may request under the
Deposit Agreement) determine whether such distribution is lawful and reasonably
practicable. If so, the Depositary shall, subject to the terms and conditions of
the Deposit Agreement, establish an ADS Record Date according to Article (14)
hereof and establish procedures to enable the Holder hereof to elect to receive
the proposed distribution in cash or in additional ADSs. If a Holder elects to
receive the distribution in cash, the dividend shall be distributed as in the
case of a distribution in cash. If the Holder hereof elects to receive the
distribution in additional ADSs, the distribution shall be distributed as in the
case of a distribution in Shares upon the terms described in the Deposit
Agreement. If such elective distribution is not lawful or reasonably practicable
or if the Depositary did not receive satisfactory documentation set forth in the
Deposit Agreement, the Depositary shall, to the extent permitted by law,
distribute to Holders, on the basis of the same determination as is made in the
local market in respect of the Shares for which no election is made, either (x)
cash or (y) additional ADSs representing such additional Shares, in each case,
upon the terms described in the Deposit Agreement. Nothing herein shall obligate
the Depositary to make available to the Holder hereof a method to receive the
elective distribution in Shares (rather than ADSs). There can be no assurance
that the Holder hereof will be given the opportunity to receive elective
distributions on the same terms and conditions as the holders of Shares.

         Upon receipt by the Depositary of a notice indicating that the Company
wishes rights to subscribe for additional Shares to be made available to Holders
of ADSs, the Company shall determine whether it is lawful and reasonably
practicable to make such rights available to the Holders. The Depositary shall
make such rights available to any Holders only if the Company shall have timely
requested that such rights be made available to Holders, the Depositary shall
have received the documentation required by the Deposit Agreement, and the
Depositary shall have determined that such distribution of rights is lawful and
reasonably practicable. If such conditions are not satisfied, the Depositary
shall sell the rights as described below. In the event all conditions set forth
above are satisfied, the Depositary shall establish an ADS Record Date and
establish procedures (x) to distribute such rights (by means of warrants or
otherwise) and (y) to enable the Holders to exercise the rights (upon payment of
the applicable fees and charges of, and expenses incurred by, the Depositary and
taxes). Nothing herein or in the Deposit Agreement shall obligate the Depositary
to make available to the Holders a method to exercise such rights to subscribe
for Shares (rather than ADSs). If (i) the Company does not timely



                                      B-2


request the Depositary to make the rights available to Holders or if the Company
requests that the rights not be made available to Holders, (ii) the Depositary
fails to receive the documentation required by the Deposit Agreement or
determines it is not lawful or reasonably practicable to make the rights
available to Holders, or (iii) any rights made available are not exercised and
appear to be about to lapse, the Depositary shall determine whether it is lawful
and reasonably practicable to sell such rights, in a riskless principal capacity
or otherwise, at such place and upon such terms (including public and private
sale) as it may deem proper. The Depositary shall, upon such sale, convert and
distribute proceeds of such sale (net of applicable fees and charges of, and
expenses incurred by, the Depositary and taxes) upon the terms hereof and in the
Deposit Agreement. If the Depositary is unable to make any rights available to
Holders or to arrange for the sale of the rights upon the terms described above,
the Depositary shall allow such rights to lapse. The Depositary shall not be
responsible for (i) any failure to determine that it may be lawful or feasible
to make such rights available to Holders in general or any Holders in
particular, (ii) any foreign exchange exposure or loss incurred in connection
with such sale, or exercise, or (iii) the content of any materials forwarded to
the Holders on behalf of the Company in connection with the rights distribution.

         Notwithstanding anything herein to the contrary, if registration (under
the Securities Act or any other applicable law) of the rights or the securities
to which any rights relate may be required in order for the Company to offer
such rights or such securities to Holders and to sell the securities represented
by such rights, the Depositary will not distribute such rights to the Holders
(i) unless and until a registration statement under the Securities Act covering
such offering is in effect or (ii) unless the Company furnishes to the
Depositary opinion(s) of counsel for the Company in the United States and
counsel to the Company in any other applicable country in which rights would be
distributed, in each case reasonably satisfactory to the Depositary, to the
effect that the offering and sale of such securities to Holders and Beneficial
Owners are exempt from, or do not require registration under, the provisions of
the Securities Act or any other applicable laws. In the event that the Company,
the Depositary or the Custodian shall be required to withhold and does withhold
from any distribution of property (including rights) an amount on account of
taxes or other governmental charges, the amount distributed to the Holders shall
be reduced accordingly. In the event that the Depositary determines that any
distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax or other governmental charges which the Depositary is
obligated to withhold, the Depositary may dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems
necessary and practicable to pay any such taxes or charges.

         There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or to exercise such rights. Nothing
herein shall obligate the Company to file any registration statement in respect
of any rights or Shares or other securities to be acquired upon the exercise of
such rights.

         Upon receipt of a notice regarding property other than cash, Shares or
rights to purchase additional Shares, to be made to Holders of ADSs, the
Depositary shall determine, upon consultation with the Company, whether such
distribution to Holders is lawful and reasonably practicable. The Depositary
shall not make such distribution unless (i) the Company shall have



                                      B-3


timely requested the Depositary to make such distribution to Holders, (ii) the
Depositary shall have received the documentation required by the Deposit
Agreement, and (iii) the Depositary shall have determined that such distribution
is lawful and reasonably practicable. Upon satisfaction of such conditions, the
Depositary shall distribute the property so received to the Holders of record as
of the ADS Record Date, in proportion to the number of ADSs held by such Holders
respectively and in such manner as the Depositary may deem practicable for
accomplishing such distribution (i) upon receipt of payment or net of the
applicable fees and charges of, and expenses incurred by, the Depositary, and
(ii) net of any taxes withheld. The Depositary may dispose of all or a portion
of the property so distributed and deposited, in such amounts and in such manner
(including public or private sale) as the Depositary may deem practicable or
necessary to satisfy any taxes (including applicable interest and penalties) or
other governmental charges applicable to the distribution.

         If the conditions above are not satisfied, the Depositary shall
endeavor to sell or cause such property to be sold in a public or private sale,
at such place or places and upon such terms as it may deem proper and shall
distribute the proceeds of such sale received by the Depositary (net of (a)
applicable fees and charges of, and expenses incurred by, the Depositary and (b)
taxes) to the Holders upon the terms hereof and of the Deposit Agreement. If the
Depositary is unable to sell such property, the Depositary may dispose of such
property in any way it deems reasonably practicable under the circumstances.

         (14) Fixing of Record Date. Whenever necessary in connection with any
distribution (whether in cash, Shares, rights or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares
that are represented by each ADS, or whenever the Depositary shall receive
notice of any meeting of holders of Shares or other Deposited Securities, or
whenever the Depositary shall find it necessary or convenient in connection with
the giving of any notice, or any other matter, the Depositary shall fix a record
date ("ADS Record Date") for the determination of the Holders who shall be
entitled to receive such distribution, to give instructions for the exercise of
voting rights at any such meeting, or to give or withhold such consent, or to
receive such notice or solicitation or to otherwise take action, or to exercise
the rights of Holders with respect to such changed number of Shares represented
by each ADS. Subject to applicable law and the terms and conditions of this
Receipt and the Deposit Agreement, only the Holders of record at the close of
business in New York on such ADS Record Date shall be entitled to receive such
distributions, to give such voting instructions, to receive such notice or
solicitation, or otherwise take action.

         (15) Voting of Deposited Securities. As soon as practicable after
receipt of notice of any meeting at which the holders of Shares are entitled to
vote, or of solicitation of consents or proxies from holders of Shares or other
Deposited Securities, the Depositary shall fix the ADS Record Date in respect of
such meeting or solicitation of such consent or proxy. The Depositary shall, if
requested by the Company in writing in a timely manner (the Depositary having no
obligation to take any further action if the request shall not have been
received by the Depositary at least 21 days prior to the date of such vote or
meeting), at the Company's expense and provided no U.S. legal prohibitions
exist, mail by ordinary, regular mail delivery or by electronic transmission (if
agreed by the Company and the Depositary), unless otherwise agreed in writing by
the Company and the Depositary, to Holders as of the ADS Record Date: (a) such
notice of meeting or solicitation of consent or proxies; (b) a statement that
the Holders as of the ADS


                                      B-4


Record Date will be entitled, subject to any applicable law, the provisions of
the Deposit Agreement, the Company's Memorandum and Articles of Association and
the provisions of or governing the Deposited Securities (which provisions, if
any, shall be summarized in pertinent part by the Company), to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
Shares or other Deposited Securities represented by such Holder's ADSs; and (c)
a brief statement as to the manner in which such instructions may be given. Upon
the timely receipt of written instructions of a Holder of ADSs on the ADS Record
Date, the Depositary shall endeavor, insofar as practicable and permitted under
applicable law and the provisions of the Deposit Agreement, Company's Memorandum
and Articles of Association and the provisions of the Deposited Securities, to
vote or cause the Custodian to vote the Shares and/or other Deposited Securities
represented by ADSs held by such Holder in accordance with such instructions.

         Neither the Depositary nor the Custodian shall, under any circumstances
exercise any discretion as to voting, and neither the Depositary nor the
Custodian shall vote, attempt to exercise the right to vote, or in any way make
use of, for purposes of establishing a quorum or otherwise the Shares or other
Deposited Securities represented by ADSs except pursuant to and in accordance
with such written instructions from Holders. Shares or other Deposited
Securities represented by ADSs for which no specific voting instructions are
received by the Depositary from the Holder shall not be voted.

         Notwithstanding the above, save for applicable provisions of Jersey
law, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary
shall not be liable for any failure to carry out any instructions to vote any of
the Deposited Securities, or for the manner in which such vote is cast or the
effect of any such vote.

         (16) Changes Affecting Deposited Securities. Upon any change in par
value, split-up, cancellation, consolidation or any other reclassification of
Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it otherwise
is a party, any securities which shall be received by the Depositary or a
Custodian in exchange for, or in conversion of or replacement or otherwise in
respect of, such Deposited Securities shall, to the extent permitted by law, be
treated as new Deposited Securities under the Deposit Agreement, and the
Receipts shall, subject to the provisions of the Deposit Agreement and
applicable law, evidence ADSs representing the right to receive such additional
securities. Alternatively, the Depositary may, with the Company's approval, and
shall, if the Company shall so request, subject to the terms of the Deposit
Agreement and receipt of satisfactory documentation contemplated by the Deposit
Agreement, execute and deliver additional Receipts as in the case of a stock
dividend on the Shares, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts, in either case, as well as in the event of newly
deposited Shares, with necessary modifications to this form of Receipt
specifically describing such new Deposited Securities and/or corporate change.
Notwithstanding the foregoing, in the event that any security so received may
not be lawfully distributed to some or all Holders, the Depositary may, with the
Company's approval, and shall if the Company requests, subject to receipt of
satisfactory legal documentation contemplated in the Deposit Agreement, sell
such securities at public or private sale, at such place or places and upon such
terms as it may deem proper and may allocate the net proceeds of such sales (net
of fees and charges of, and expenses incurred by, the Depositary and taxes) for
the account of the Holders otherwise entitled to such securities and distribute
the net proceeds so allocated to the extent



                                      B-5


practicable as in the case of a distribution received in cash pursuant to the
Deposit Agreement. The Depositary shall not be responsible for (i) any failure
to determine that it may be lawful or feasible to make such securities available
to Holders in general or any Holder in particular, (ii) any foreign exchange
exposure or loss incurred in connection with such sale, or (iii) any liability
to the purchaser of such securities.

         (17) Exoneration. Neither the Depositary, the Custodian or the Company
shall be obligated to do or perform any act which is inconsistent with the
provisions of the Deposit Agreement or shall incur any liability (i) if the
Depositary, the Custodian or the Company or their respective controlling persons
or agents shall be prevented or forbidden from, or subjected to any civil or
criminal penalty or restraint on account of, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement and this
Receipt, by reason of any provision of any present or future law or regulation
of the United States, any other country or Jersey, or of any other governmental
authority or regulatory authority or stock exchange, or on account of the
possible criminal or civil penalties or restraint, or by reason of any
provision, present or future of the Company's Memorandum and Articles of
Association or any provision of or governing any Deposited Securities, or by
reason of any act of God or war or other circumstances beyond its control
(including, without limitation, nationalization, expropriation, currency
restrictions, work stoppage, strikes, civil unrest, terrorism, revolutions,
rebellions, explosions and computer failure), (ii) by reason of any exercise of,
or failure to exercise, any discretion provided for in the Deposit Agreement or
in the Company's Memorandum and Articles of Association or provisions of or
governing Deposited Securities, (iii) for any action or inaction of the
Depositary, the Custodian or the Company or their respective controlling persons
or agents in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any
Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or information,
(iv) for any inability by a Holder or Beneficial Owner to benefit from any
distribution, offering, right or other benefit which is made available to
holders of Deposited Securities but is not, under the terms of the Deposit
Agreement, made available to Holders of ADS or (v) for any special,
consequential, indirect or punitive damages for any breach of the terms of the
Deposit Agreement. The Depositary, its controlling persons, its agents, any
Custodian and the Company, its controlling persons and its agents may rely and
shall be protected in acting upon any written notice, request, opinion or other
document believed by it to be genuine and to have been signed or presented by
the proper party or parties. No disclaimer of liability under the Securities Act
is intended by any provision of the Deposit Agreement.

         (18) Standard of Care. The Company and the Depositary and their
respective agents assume no obligation and shall not be subject to any liability
under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or
other persons, except in accordance with Section 5.8 of the Deposit Agreement,
provided, that the Company and the Depositary and their respective agents agree
to perform their respective obligations specifically set forth in the Deposit
Agreement without gross negligence or willful misconduct. The Depositary and its
agents shall not be liable for any failure to carry out any instructions to vote
any of the Deposited Securities, or for the manner in which any vote is cast or
the effect of any vote, provided that any such action or omission is in good
faith and in accordance with the terms of the Deposit Agreement. The Depositary
shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, for the content of any
information submitted to it by the Company for distribution to the Holders or
for any inaccuracy of any



                                      B-6


translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the Deposited
Securities or for any tax consequences that may result from the ownership of
ADSs, Shares or Deposited Securities, for the credit-worthiness of any third
party, for allowing any rights to lapse upon the terms of the Deposit Agreement
or for the failure or timeliness of any notice from the Company. In no event
shall the Depositary or any of its Agents be liable for any indirect, special,
punitive or consequential damage.

         (19) Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary under
the Deposit Agreement by written notice of resignation delivered to the Company,
such resignation to be effective on the earlier of (i) the 90th day after
delivery thereof to the Company, or (ii) upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement, save that, any amounts, fees, costs or expenses owed to the
Depositary under the Deposit Agreement or in accordance with any other
agreements otherwise agreed in writing between the Company and the Depositary
from time to time shall be paid to the Depositary prior to such resignation. The
Company shall use reasonable efforts to appoint such successor depositary, and
give notice to the Depositary of such appointment, not more than 90 days after
delivery by the Depositary of written notice of resignation as provided in the
Deposit Agreement. The Depositary may at any time be removed by the Company by
written notice of such removal which notice shall be effective on the later of
(i) the 90th day after delivery thereof to the Depositary, or (ii) upon the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement save that, any amounts, fees, costs or
expenses owed to the Depositary under the Deposit Agreement or in accordance
with any other agreements otherwise agreed in writing between the Company and
the Depositary from time to time shall be paid to the Depositary prior to such
removal. In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall use its best efforts to appoint a successor
depositary which shall be a bank or trust company having an office in the
Borough of Manhattan, the City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Company an instrument in
writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor. The predecessor
depositary, upon payment of all sums due it and on the written request of the
Company, shall (i) execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor hereunder (other than as
contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver
all right, title and interest to the Deposited Securities to such successor, and
(iii) deliver to such successor a list of the Holders of all outstanding
Receipts and such other information relating to Receipts and Holders thereof as
the successor may reasonably request. Any such successor depositary shall
promptly mail notice of its appointment to such Holders. Any corporation into or
with which the Depositary may be merged or consolidated shall be the successor
of the Depositary without the execution or filing of any document or any further
act.

         (20) Amendment/Supplement. Subject to the terms and conditions of this
Article (20), and applicable law, this Receipt and any provisions of the Deposit
Agreement may at any time and from time to time be amended or supplemented by
written agreement between the Company and the Depositary in any respect which
they may deem necessary or desirable without the consent of the Holders or
Beneficial Owners. Any amendment or supplement which shall



                                      B-7

impose or increase any fees or charges (other than the charges in connection
with foreign exchange control regulations, and taxes and other governmental
charges, delivery and other such expenses), or which shall otherwise materially
prejudice any substantial existing right of Holders or Beneficial Owners, shall
not, however, become effective as to outstanding Receipts until 30 days after
notice of such amendment or supplement shall have been given to the Holders of
outstanding Receipts. The parties hereto agree that any amendments or
supplements which (i) are reasonably necessary (as agreed by the Company and the
Depositary) in order for (a) the ADSs to be registered on Form F-6 under the
Securities Act or (b) the ADSs or Shares to be traded solely in electronic
book-entry form and (ii) do not in either such case impose or increase any fees
or charges to be borne by Holders, shall be deemed not to materially prejudice
any substantial rights of Holders or Beneficial Owners. Every Holder and
Beneficial Owner at the time any amendment or supplement so becomes effective
shall be deemed, by continuing to hold such ADS, to consent and agree to such
amendment or supplement and to be bound by the Deposit Agreement as amended or
supplemented thereby. In no event shall any amendment or supplement impair the
right of the Holder to surrender such Receipt and receive therefor the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Notwithstanding the foregoing, if any governmental
body should adopt new laws, rules or regulations which would require amendment
or supplement of the Deposit Agreement to ensure compliance therewith, the
Company and the Depositary may amend or supplement the Deposit Agreement and the
Receipt at any time in accordance with such changed laws, rules or regulations.
Such amendment or supplement to the Deposit Agreement in such circumstances may
become effective before a notice of such amendment or supplement is given to
Holders or within any other period of time as required for compliance with such
laws, or rules or regulations.

         (21) Termination. The Depositary shall, at any time at the written
direction of the Company, terminate the Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 90
days prior to the date fixed in such notice for such termination provided that,
the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed
to it in accordance with the terms of the Deposit Agreement and in accordance
with any other agreements as otherwise agreed in writing between the Company and
the Depositary from time to time, prior to such termination shall take effect.
If 90 days shall have expired after (i) the Depositary shall have delivered to
the Company a written notice of its election to resign, or (ii) the Company
shall have delivered to the Depositary a written notice of the removal of the
Depositary, and in either case a successor depositary shall not have been
appointed and accepted its appointment as provided herein and in the Deposit
Agreement, the Depositary may terminate the Deposit Agreement by mailing notice
of such termination to the Holders of all Receipts then outstanding at least 30
days prior to the date fixed for such termination. On and after the date of
termination of the Deposit Agreement, the Holder will, upon surrender of such
Receipt at the Principal Office of the Depositary, upon the payment of the
charges of the Depositary for the surrender of Receipts referred to in Article
(2) hereof and in the Deposit Agreement and subject to the conditions and
restrictions therein set forth, and upon payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities represented by such Receipt. If any Receipts
shall remain outstanding after the date of termination of the Deposit Agreement,
the Registrar thereafter shall discontinue the registration of transfers of
Receipts, and the Depositary shall suspend the distribution of dividends to the
Holders thereof, and shall not give any further

                                      B-8


notices or perform any further acts under the Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights as provided in the Deposit
Agreement, and shall continue to deliver Deposited Securities, subject to the
conditions and restrictions set forth in the Deposit Agreement, together with
any dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, in exchange for Receipts
surrendered to the Depositary (after deducting, or charging, as the case may be,
in each case the charges of the Depositary for the surrender of a Receipt, any
expenses for the account of the Holder in accordance with the terms and
conditions of the Deposit Agreement and any applicable taxes or governmental
charges or assessments). At any time after the expiration of six months from the
date of termination of the Deposit Agreement, the Depositary may sell the
Deposited Securities then held hereunder and may thereafter hold uninvested the
net proceeds of any such sale, together with any other cash then held by it
hereunder, in an unsegregated account, without liability for interest for the
pro rata benefit of the Holders of Receipts whose Receipts have not theretofore
been surrendered. After making such sale, the Depositary shall be discharged
from all obligations under the Deposit Agreement with respect to the Receipts
and the Shares, Deposited Securities and ADSs, except to account for such net
proceeds and other cash (after deducting, or charging, as the case may be, in
each case, the charges of the Depositary for the surrender of a Receipt, any
expenses for the account of the Holder in accordance with the terms and
conditions of the Deposit Agreement and any applicable taxes or governmental
charges or assessments). Upon the termination of the Deposit Agreement, the
Company shall be discharged from all obligations under the Deposit Agreement
except as set forth in the Deposit Agreement.

         (22) Compliance with U.S. Securities Laws; Regulatory Compliance.
Notwithstanding any provisions in this Receipt or the Deposit Agreement to the
contrary, the withdrawal or delivery of Deposited Securities will not be
suspended by the Company or the Depositary except as would be permitted by
Instruction I.A.(1) of the General Instructions to the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act.

         (23) Certain Rights of the Depositary; Limitations. Subject to the
further terms and provisions of this Article (23), the Depositary, its
Affiliates and their agents, on their own behalf, may own and deal in any class
of securities of the Company and its Affiliates and in ADSs. The Depositary may
issue ADSs against evidence of rights to receive Shares from the Company, any
agent of the Company or any custodian, registrar, transfer agent, clearing
agency or other entity involved in ownership or transaction records in respect
of the Shares. Such evidence of rights shall consist of written blanket or
specific guarantees of ownership of Shares furnished on behalf of the holder
thereof. In its capacity as Depositary, the Depositary shall not lend Shares or
ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the
receipt of Shares pursuant to Section 2.3 of the Deposit Agreement and (ii)
deliver Shares prior to the receipt and cancellation of ADSs pursuant to Section
2.6 of the Deposit Agreement, including ADSs which were issued under (i) above
but for which Shares may not have been received (each such transaction a
"Pre-Release Transaction"). The Depositary may receive ADSs in lieu of Shares
under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such
Pre-Release Transaction will be (a) subject to a written agreement whereby the
person or entity (the "Applicant") to whom ADSs or Shares are to be delivered
(1) represents that at the time of the Pre-Release Transaction the Applicant or
its customer owns the Shares or ADSs that are to be delivered by the Applicant
under such Pre-Release Transaction, (2) agrees to indicate



                                      B-9


the Depositary as owner of such Shares or ADSs in its records and to hold such
Shares or ADSs in trust for the Depositary until such Shares or ADSs are
delivered to the Depositary or the Custodian, (3) unconditionally guarantees to
deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs
and (4) assigns all beneficial right, title and interest in and to the Shares or
ADSs to the Depositary in its capacity as such, (5) will not take any action
with respect to such Shares or ADSs, as applicable, that is inconsistent with
the beneficial ownership (including disposing of such Shares or ADSs, as
applicable), other than to deliver such Shares or ADSs, as applicable, to the
Depositary in its capacity as such and (6) agrees to any additional restrictions
or requirements that the Depositary deems appropriate; (b) at all times fully
collateralized with cash, U.S. government securities or such other collateral as
the Depositary deems appropriate; (c) terminable by the Depositary on not more
than five (5) business days' notice; and (d) subject to such further indemnities
and credit regulations as the Depositary deems appropriate. The Depositary will
normally limit the number of ADSs and Shares involved in such Pre-Release
Transactions at any one time to thirty percent (30%) of the ADSs outstanding
(without giving effect to ADSs outstanding under (i) above), provided, however,
that the Depositary reserves the right to disregard such limit from time to time
as it deems appropriate. The Depositary may also set limits with respect to the
number of ADSs and Shares involved in Pre-Release Transactions with any one
person on a case by case basis as it deems appropriate. The Depositary may
retain for its own account any compensation received by it in conjunction with
the foregoing. Collateral provided pursuant to (b) above, but not earnings
thereon, shall be held for the benefit of the Holders (other than the
Applicant).

         (24) Ownership Restrictions. Holders and Beneficial Owners shall comply
with any limitations on ownership of Shares under the Memorandum and Articles of
Association of the Company or applicable Jersey law as if they held the number
of Shares their American Depositary Shares represent. The Company shall inform
the Holders, Beneficial Owners and the Depositary of any such ownership
restrictions in place from time to time.



                                      B-10



                    (ASSIGNMENT AND TRANSFER SIGNATURE LINES)

         FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto ____________________ whose taxpayer identification number
is _______________________ and whose address including postal zip code is
____________________________, the within Receipt and all rights thereunder,
hereby irrevocably constituting and appointing ________________________
attorney-in-fact to transfer said Receipt on the books of the Depositary with
full power of substitution in the premises.

Dated:                                  Name:
                                             -----------------------------------
                                             By:
                                             Title:

                                        NOTICE: The signature of the Holder to
                                        this assignment must correspond with the
                                        name as written upon the face of the
                                        within instrument in every particular,
                                        without alteration or enlargement or any
                                        change whatsoever.

                                        If the endorsement be executed by an
                                        attorney, executor, administrator,
                                        trustee or guardian, the person
                                        executing the endorsement must give
                                        his/her full title in such capacity and
                                        proper evidence of authority to act in
                                        such capacity, if not on file with the
                                        Depositary, must be forwarded with this
                                        Receipt.



SIGNATURE GUARANTEED


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






                                      B-11

                                                                     Exhibit 4.3



================================================================================

                                SHARE CERTIFICATE

     Certificate No.                                   No. of Shares:

                             WNS (Holdings) Limited

                Incorporated as a company limited by shares under
      the Companies (Jersey) Law 1991, as amended, Registered Number 82262

This is to Certify that [Name]
of [Address]
is the registered holder of [no of shares] Fully Paid Ordinary Shares of 10
pence each numbered [Insert numbering] to [Insert numbering]
in the above-named Company, subject to the Memorandum and Articles of
Association thereof.

Given under the Common Seal of the Company this     day of            , 2006.



- --------------------                               ---------------------
Authorised Signatory                               Director
Mourant & Co Secretaries Limited
Secretary

================================================================================

                                                                     Exhibit 5.1


                             Mourant du Feu & Jeune

                                   P O Box 87
                              22 Grenville Street
                                   St Helier
                                 Jersey JE4 8PX
                                Channel Islands

                             T +44 (0) 1534 609 000
                             F +44 (0) 1534 609 333
                                www.mourant.com


WNS (Holdings) Limited
22 Grenville Street
St Helier
Jersey JE4 8PX

3 July 2006

Our ref: 2021263\RAINJ\MdFJ\377630\11

Gentlemen,

         RE: WNS (HOLDINGS) LIMITED
             REGISTRATION STATEMENT ON FORM F-1


We have acted as your counsel in connection with the registration, offering and
sale under the Securities Act of 1933, as amended, of up to 11,989,708 equity
shares (including up to 1,561,000 equity shares that the underwriters have the
option to purchase to cover over allotments, if any), par value 10 pence per
share (the "Shares") of WNS (Holdings) Limited, a company with limited liability
incorporated under the laws of Jersey, Channel Island (the "Company"). Of the
11,989,708 Shares the subject of the offer and sale, up to 4,473,684 Shares (the
"Primary Shares") are being offered by the Company and up to 7,516,024 Shares
(the "Selling Shareholder Shares") are being offered by the selling shareholders
identified as such in the Registration Statement (as defined below). Each of the
Shares being so registered is represented by one (1) American Depositary Share.

We have examined the registration statement on Form F-1 (the "Registration
Statement") to be filed by you with the United States Securities and Exchange
Commission on 3 July 2006 for the purpose of registering the Shares. The Shares
are to be sold to the underwriters for resale to the public in a form evidenced
by American Depositary Receipts, to be issued by the Depositary, all as
described and defined in the Registration Statement and pursuant to the
underwriting agreement filed as an exhibit thereto (the "Underwriting
Agreement").

DOCUMENTS EXAMINED

In connection with the sale of Shares pursuant to the Registration Statement, we
have examined such corporate records and documents and such questions of Jersey
law as we have deemed necessary as a basis for the opinions hereinafter
expressed. In particular we have examined copies of the following in the form
delivered to us by the Company:

- -    minutes of board and/or committee meetings of the Company whereby the
     directors or the committee (as the case may be) resolved, inter alia, that
     the Company allot and issue the Primary Shares, to ratify and confirm the
     issue of the Selling Shareholder Shares and to approve the entry into the
     Underwriting Agreement;

- -    the memorandum and articles of association of the Company which are to come
     into effect immediately prior to the sale and issue of the Shares as
     confirmed to us by a director of the Company;

- -    the memorandum and articles of association of the Company confirmed by a
     director of the Company to us to be currently in force; and

- -    the register of members of the Company confirmed by a director of the
     Company to us to be accurate and complete as at the date hereof and to show
     all current and past members of the Company.

ASSUMPTIONS / RELIANCE ON DIRECTORS

In all such examinations and in giving the opinion expressed herein, we have
assumed the genuineness of all signatures, the authenticity, completeness and
accuracy of all documents, certificates and instruments submitted to us and the
conformity with originals of all documents submitted to us as copies.


We have also assumed that the Company is not insolvent or unable to pay its
debts as they fall due and will not become insolvent or unable to pay its debts
as they fall due as a result of its entry into the transactions pursuant to or
contemplated by the Underwriting Agreement including, without limitation, the
issue of the Primary Shares. We have further assumed that the Company took no
action (directly or indirectly) to assist any shareholder in its acquisition of
any Selling Shareholder Shares and that the Selling Shareholder Shares were
issued on arm's length commercial terms.

In giving the opinions as to Jersey law expressed herein, we have also
considered certain matters of fact. With your consent, we have relied upon
certificates and other assurances of directors of the Company and others as to
such matters of fact, without having independently verified such factual
matters.

OPINIONS

Strictly limited to Jersey law, it is our opinion that (i) the Primary Shares to
be sold pursuant to the Underwriting Agreement have been duly authorized and
when issued in accordance with the Underwriting Agreement and upon receipt by
the Company of the full consideration payable for the Primary Shares and upon
entry of the name of Deutsche Bank Trust Company Americas or its nominee in the
Company's register of members, will have been validly issued, and will be fully
paid and non-assessable and (ii) the Selling Shareholder Shares are duly
authorized, are validly issued, fully paid and non-assessable. By
"non-assessable" we mean that no further sums shall be payable by a shareholder
in respect of the purchase of a Share.

We hereby confirm to you that subject to the assumptions and limitations set
forth therein, the statements set forth under the caption "Taxation-Jersey Tax
Consequences" in the prospectus included in the Registration Statement
constitute our opinion with respect to the Jersey income tax consequences of the
acquisition, ownership and disposition of the Shares and the American Depositary
Shares representing such Shares.

CONSENT

We consent to the reference to our name under the captions "Legal Matters" and
"Enforcement of Civil Liabilities" in the prospectus included as a part of the
Registration Statement and any amendments thereto and to the filing of this
opinion as an exhibit to the Registration Statement. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under the provisions of the rules and regulations of the Securities
and Exchange Commission.

JERSEY LAW

This opinion is limited to matters of and is interpreted in accordance with
Jersey law as at the date hereof and we express no opinion with respect to the
laws of any other jurisdiction.


Yours faithfully

/s/ Mourant du Feu & Jeune

MOURANT DU FEU & JEUNE

                                                                     Exhibit 8.2



                                        53rd at Third
                                        885 Third Avenue
                                        New York, New York 10022-4834
                                        Tel: (212) 906-1200  Fax: (212) 751-4864
LATHAM & WATKINS LLP                    www.lw.com

                                        FIRM / AFFILIATE OFFICES
                                        Brussels      New York
                                        Chicago       Northern Virginia
                                        Frankfurt     Orange County
July 3, 2006                            Hamburg       Paris
                                        Hong Kong     San Diego
                                        London        San Francisco
                                        Los Angeles   Shanghai
                                        Milan         Silicon Valley
                                        Moscow        Singapore
                                        Munich        Tokyo
                                        New Jersey    Washington, D.C.


WNS (Holdings) Limited
22 Grenville Street
St Helier,
Jersey JE4 8PX
Channel Islands

     RE:  WNS (HOLDINGS) LIMITED
          REGISTRATION STATEMENT ON FORM F-1

Ladies and Gentlemen:

     We have acted as special U.S. counsel to WNS (Holdings) Limited, a company
with limited liability incorporated under the laws of Jersey, Channel Islands
(the "Company"), in connection with the proposed public offering of up to
11,989,708 American Depositary Shares ("ADSs"), each representing one ordinary
share, par value 10 pence per share ("Ordinary Shares"), of the Company,
pursuant to a registration statement on Form F-1 under the Securities Act of
1933, as amended (the "Act"), filed with the Securities and Exchange Commission
(the "Commission") on July 3, 2006, as amended to date (the "Registration
Statement"), you have requested our opinion concerning the statements in the
Registration Statement under the caption "Taxation--US Federal Income Taxation."

     The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion herein, are set forth in the Registration
Statement.

     As such counsel, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures
thereon, the legal capacity of natural persons executing such documents and the
conformity to authentic original documents of all documents submitted to us as
copies. For the purpose of our opinion, we have not made an independent
investigation, or audit of the facts set forth in the above-referenced
documents.

July 3, 2006

PAGE 2


     We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States and we express no opinion with
respect to the applicability thereto, or the effect thereon, of other federal
laws, the laws of any state or any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.

     Based on such facts and subject to the limitations set forth in the
Registration Statement, the statements of law or legal conclusions in the
Registration Statement under the caption "Taxation--US Federal Income Taxation"
constitute the opinion of Latham & Watkins LLP as to the material tax
consequences of an investment in the ADSs or Ordinary Shares.

     No opinion is expressed as to any matter not discussed herein.

     This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in the Registration Statement may affect the
conclusions stated herein.

     This opinion is furnished to you, and is for your use in connection with
the transactions set forth in the Registration Statement. This opinion may not
be relied upon by you for any other purpose. However, this opinion may be relied
upon by persons entitled to rely on it pursuant to applicable provisions of
federal securities law.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
such consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, or the rules or
regulations of the Commission promulgated thereunder.


                                            Very truly yours,

                                            /s/ Latham & Watkins LLP

                                                                    Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

          THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of this
8thday of November, 2005, is by and among WNS HOLDINGS LTD., a Jersey
corporation having its office at 22 Grenville Street, St. Helier, Jersey JE4 8PX
(the "Buyer"); FIRST MAGNUS FINANCIAL CORPORATION, an Arizona corporation with
its principal place of business at 603 North Wilmot, Tucson, Arizona 85711, USA
("First Magnus-I"); FIRST MAGNUS CONSULTING LLC, an Arizona limited liability
company with its principal place of business at 603 North Wilmot Road, Tucson,
Arizona 85711, USA ("First Magnus-II"; and First Magnus-I and First Magnus-II
are referred to herein collectively as "First Magnus"); MR. VIVEK SHIVPURI, an
individual whose address is at 7520 East Placita Ventana Nayes, Tucson, Arizona
85750, USA ("Mr. Shivpuri"); MR. AMIT GUJRAL, an individual whose address is at
7563 East Placita De LaVina, Tucson, Arizona 85750, USA ("Mr. Gujral"); MR.
ARVIND SRIVASTAVA, an individual whose address is at G.P.O. Box #8238, General
Post Office, Central Hong Kong ("Mr. Srivastava"); MR. FRANCESCO PAOLA, an
individual whose address is at 6938 East Nuthatch Trail, Tucson, Arizona 85750,
USA ("Mr. Paola"); (Mr. Paola, Mr. Shivpuri, Mr. Gujral and Mr. Srivastava being
collectively referred to in this Agreement as the "Core Members"); each of the
individuals identified on Exhibit A to this Agreement (each a Shareholder, and
collectively the "Shareholders"); Mr. Shivpuri, in his capacity as the
Shareholder Representative (as hereinafter defined) of the Sellers listed on
each of Annexure 1; First Magnus-I, in its capacity as the Shareholder
Representative (as hereinafter defined) of First Magnus-I and First Magnus-II;
and TRINITY PARTNERS INCORPORATED., a Delaware corporation having its office at
5255 East Williams Circle, Suite 1025, Tucson, AZ 85750 (the "Company"). The
Core Members, First Magnus-I, First Magnus-II and the Shareholders are
collectively referred to in this Agreement as the "Sellers" and each
individually sometimes as the "Seller."

                                    RECITALS

          A. As of the date of this Agreement, the Sellers in the aggregate are
the registered and beneficial owners of all of the share capital of the Company.
The share capital of the Company consists of: (i) 9,806,388 shares of common
stock, par value $0.01 per share (the "Common Stock"), which are authorized, of
which 883,838 shares are issued and outstanding, subject to the issue of
additional shares of the Company between the execution of this Agreement and the
Closing in accordance with the terms of this Agreement based upon the exercise
of options contemplated by this Agreement; (ii) 8,922,555 shares of preferred
stock, par value $0.01 per share (the "Preferred Stock"), which are authorized,
of which (x) 3,367,000 shares have been designated Series A Preferred Stock (the
"Series A Preferred Stock"), and of which 3,367,000 shares are issued and
outstanding; and (y) 5,555,555 shares have been designated Series B Preferred
Stock (the "Series B Preferred Stock"), and of which 5,555,550 shares are issued
and outstanding (the Common Stock and the Preferred Stock being collectively
referred to in this Agreement as the "Shares").

          B. The Sellers desire to sell to the Buyer and the Buyer desires to
purchase from the Sellers, all of the Shares, upon the terms and subject to the
conditions set forth in this Agreement.

                                       1


          C. Certain of the Sellers and the Buyer and/or one or more of its
Subsidiaries shall also enter into certain of the Ancillary Agreements.

          NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

                   ARTICLE 1: DEFINITIONS AND INTERPRETATION

     1.1 Definitions. In this Agreement, the following terms shall have the
meanings set forth in this Section 1.1, unless the context requires otherwise:

     "Accredited Sellers" means (i) the Representing Sellers; (ii) First
Magnus-I; and (iii) First Magnus-II.

     "Affiliate" of any Party means any Person directly or indirectly
controlling, controlled by, or under common control with, any such Person and
any officer, director or controlling person of such Party. The term "Affiliate"
also includes any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, of such
Person and any heirs, successors, assigns of a Party. A Person shall be deemed
to be "controlling" or in "control" of another Person if such first referred
Person, alone or together with one or more of its Affiliates (a) owns, directly
or indirectly, more than 50% (fifty percent) of the voting securities of such
other Person, (b) has the right or power, directly or indirectly, to appoint a
majority of the board of directors or other management body of such other
Person, or (c) has the right or power, directly or indirectly, to direct or
cause the direction of the management and policies of such other person, whether
through the ownership of voting securities, by contract or otherwise; and the
term "common control" shall be construed accordingly.

     "Agreement" has the meaning set forth in the preamble to this Agreement.

     "Ancillary Agreements" means the Escrow Agreement, the Employment
Agreements, the First Magnus Master Services Amendment Agreement, and the Deed
of Adherence, and each agreement, document, instrument or certificate
contemplated by this Agreement or to be executed by the Buyer and/or certain of
the Sellers in connection with the consummation of the transactions contemplated
by this Agreement, in each case only as applicable to the relevant party or
parties to such Ancillary Agreement, as indicated by the context in which such
term is used.

     "Acquisition Proposal" has the meaning set forth in Section 8.1.3.

     "Business", in respect of the Company and its Subsidiaries, means the
business of business process outsourcing, IT outsourcing and consulting
services.

                                       2


     "Business Day" shall mean a day other than a Saturday or Sunday, on which
the principal commercial banks located in Mumbai, India and Tucson Arizona, USA
are open for business during normal banking hours.

     "Buyer" has the meaning set forth in the preamble to this Agreement.

     "Buyer Financial Statements" has the meaning set forth in Section 6.15(a).

     "Buyer Indemnified Parties" has the meaning set forth in Section 11.1.

     "Buyer Interim Financial Statements" has the meaning set forth in Section
6.15(a).

     "Buyer Real Property Lease" and "Buyer Real Property Leases" has the
meaning set forth in Section 6.7.

     "Claims Notice" has the meaning set forth in Section 11.3(a).

     "Closing" has the meaning set forth in Section 3.1.

     "Closing Date" has the meaning set forth in Section 3.1.

     "Code" means the U.S. Internal Revenue Code of 1986, as amended.

     "Common Stock" has the meaning set forth in the recitals to this Agreement.

     "Company" has the meaning set forth in the preamble to this Agreement.

     "Company Financial Statements" has the meaning set forth in Section
4.17(a).

     "Company Interim Financial Statements" has the meaning set forth in Section
4.17(a).

     "Company Material Customers" has the meaning set forth in Section 4.22(a).

     "Company Material Suppliers" has the meaning set forth in Section 4.22(b).

     "Company Real Property Lease" has the meaning set forth in Section 4.7(b).

     "Company Tangible Personal Property" has the meaning set forth in Section
4.7(c).

     "Confidential Information" has the meaning set forth in Section 8.3.3.

     "Contracts" means all contracts, agreements (including, without limitation,
employment agreements), leases (whether real or non-real property), commitments,
understandings, instruments, guarantees, bids, orders and proposals.

     "Core Members" has the meaning set forth in the preamble to this Agreement.

     "Encumbrance" shall mean any mortgage, pledge, equitable interest,
assignment by way of security, conditional sales contract, hypothecation, right
of other Persons, claim, security interest, encumbrance, title defect, title
retention agreement, voting trust agreement, interest,

                                       3


option, lien, charge, commitment, restriction or limitation of any nature
whatsoever, including restriction on use, voting rights, transfer, receipt of
income or exercise of any other attribute of ownership, right of set-off, any
arrangement (for the purpose of, or which has the effect of, granting security),
or any other security interest of any kind whatsoever, or any agreement, whether
conditional or otherwise, to create any of the same;

     "Employment Agreements" has the meaning set forth in Section 3.2(b).

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Escrow Agreement" means that certain escrow agreement in the form of
Exhibit B attached hereto relating to the deposit of the Escrow Shares of the
Core Members by the Buyer pursuant to this Agreement. Such Escrow Agreement
shall be executed on the Closing Date and shall be by and among the Buyer, each
of the Core Members and Mourant & Company.

     "Escrow Shares" has the meaning set forth in Section 2.2(a).

     "First Magnus-I" has the meaning set forth in the preamble to this
Agreement.

     "First Magnus-II" has the meaning set forth in the preamble to this
Agreement.

     "First Magnus Master Services Agreement Amendment" means the amendment to
the First Magnus Amendment Agreement set forth on Exhibit C hereto between First
Magnus Financial Corporation and the Company.

     "GAAP" means U.S. generally accepted accounting principles unless otherwise
expressly indicated.

     "Governmental Authority" means any government or political subdivision or
regulatory authority, whether federal, state, local or foreign, or any agency or
instrumentality of any such government or political subdivision or regulatory
authority, or any federal, state, local or foreign court or arbitrator.

     "Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing or otherwise supporting in whole
or in part the payment of any Indebtedness or other obligation of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) and/or (b) entered into for the purpose of
assuring in any other manner the obligee of such Indebtedness or other
obligations of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part). The term "Guarantee" used as a verb has a
correlative meaning.

     "Indebtedness" of any Person means: (a) any liability of any Person (i) for
borrowed money (including the current portion thereof), or (ii) under any
reimbursement obligation relating to a letter of credit, bankers' acceptance or
note purchase facility, or (iii) evidenced by a

                                       4


     bond, note, debenture or similar instrument (including a purchase money
obligation), (iv) for the payment of money relating to leases that are required
to be classified as capitalized lease obligations in accordance with GAAP, or
(v) for all or any part of the deferred purchase price of property or services
(other than trade payables) and/or (b) any liability of others described in the
preceding clause (a) that such Person has Guaranteed, that is recourse to such
Person or any of its assets or that is otherwise its legal liability or that is
secured in whole or in part by the assets of such Person. For purposes of this
Agreement, Indebtedness of any Person shall include (A) any and all accrued
interest, success fees, prepayment premiums, make-whole premiums or penalties,
and fees or expenses actually incurred (including attorneys' fees) associated
with the prepayment of any Indebtedness, (B) all "cut" but uncashed checks
issued by such Person that are outstanding as of the date of this Agreement or
as of the Closing Date as the case may be and (C) any and all amounts owed by
such Person to any of its Affiliates.

     "Indemnified Party" has the meaning set forth in Section 11.3(a).

     "Indemnifying Party" has the meaning set forth in Section 11.3(a).

     "India Returns" has the meaning set forth in Section 4.21(q).

     "India Tax" has the meaning set forth in Section 4.21(q).

     "Intellectual Property" means the rights associated with or arising out of
any of the following:

     (i) domestic and foreign patents and patent applications, together with all
reissuances, divisionals, continuations, continuations-in-part, revisions,
renewals, extensions, and re-examinations thereof, and any identified invention
disclosures ("PATENTS");

     (ii) trade secret rights and corresponding rights in confidential
information and other non-public information (whether or not patentable),
including ideas, formulas, compositions, inventor's note, discoveries and
improvements, know-how, manufacturing and production processes and techniques,
testing information, research and development information, inventions, invention
disclosures, unpatented blueprints, drawings, specifications, designs, plans,
proposals and technical data, business and marketing plans, market surveys,
market know-how and customer lists and information ("TRADE SECRETS");

     (iii) all copyrights, copyrightable works, rights in databases, data
collections, "moral" rights mask works, copyright registrations and applications
therefore and corresponding rights in works of authorship ("COPYRIGHTS");

     (iv) all trademarks, service marks, logos, trade dress and trade names and
domain names indicating the source of goods or services, and other indicia of
commercial source or origin (whether registered, common law, statutory or
otherwise), all registrations and applications to register the foregoing
anywhere in the world and all goodwill associated therewith ("TRADEMARKS");

     (v) all computer software and code, including assemblers, applets,
compilers, source code, object code, development tools, design tools, user
interfaces and data, in any form or format, however fixed ("SOFTWARE");

                                       5


     (vi) all Internet domain names and all registrations for any of them
("DOMAIN NAMES"); and

     (vii) any similar, corresponding or equivalent rights to any of the
foregoing any where in the world.

     "Investment" means any ownership of securities or other equity interest,
directly or indirectly, in any Person.

     "Investment Agreement" means that Investment Agreement dated as of 8 March
2002, including any and all deeds of variation, deeds of adherences and any
amendments through the date of the Closing by and among the Buyer and certain of
its shareholders as specified therein.

     "IRS" means the U.S. Internal Revenue Service.

     "Key Employees" shall mean the executives of the Company or its
Subsidiaries that hold the title of or are above the rank of an Assistant Vice
President ("AVP's").

     "Knowledge of First Magnus" or "First Magnus' Knowledge" means the actual
knowledge of Mr. Gurpreet S. Jaggi, the President and Chief Executive Officer of
First Magnus-I and Mr. Gurpreet S. Jaggi, the Manager of First Magnus-II.

     "Knowledge of the Buyer" or "Buyer's Knowledge" means the actual knowledge
of Mr. Neeraj Bhargava and Mr. Zubin Dubash, which shall be imputed to each
other.

     "Knowledge of the Representing Sellers" or "Representing Sellers'
Knowledge" means to the actual knowledge of the Representing Sellers, and the
knowledge of one Representing Seller shall be imputed to the others.

     "Law" means any law, statute, code, ordinance, regulation or other
requirement of any Governmental Authority.

     "Leased Real Property" means all real property leased or licensed by a
Party.

     "Liability Claim" has the meaning set forth in Section 11.3(a).

     "Losses" has the meaning set forth in Section 11.1.

     "Material Adverse Effect" means, with respect to a Person, any change,
event or effect that, when taken together with any other adverse changes, events
or effects that have occurred, (a) is materially adverse to the business,
operations, properties, condition (financial or otherwise), assets or
liabilities, business, or results of operations of the business of a Person,
together with its Subsidiaries taken as a whole it being understood that any
change, event or effect arising out of or relating from any of the following
shall not be deemed to constitute a Material Adverse Effect: (i) announcement of
this Agreement or any of the Ancillary Agreements or the transactions
contemplated under this Agreement or any of the Ancillary Agreements, (ii)
general industry conditions not specifically relating to or having a materially

                                       6


disproportionate effect on the Person and (iii) general economic market,
regulatory or political conditions.

     "Order" means any written order, judgment, injunction, award, decree,
ruling, charge or writ of any Governmental Authority.

     "Ordinary Course of Business" means the Ordinary Course of Business
consistent with past custom and practice (including with respect to quantity and
frequency) and policies.

     "Parties" means the Persons that are parties to this Agreement
collectively; and "Party" means any of them individually.

     "Permitted Encumbrances" means (a) Encumbrances for Taxes or governmental
assessments, charges, or claims the payment of which are not yet due, (b)
statutory liens of landlords and liens of carriers, warehousemen, mechanics,
materialmen and other similar Persons and other liens imposed by applicable Law
incurred in the Ordinary Course of Business for sums not yet delinquent or
immaterial in amount and being contested in good faith, and (c) other
imperfections of title or Encumbrances, if any, which imperfections of title or
other Encumbrances would not result in the creation of a Liability or obligation
of a Person after the Closing Date.

     "Person" means any individual, sole proprietorship, partnership,
corporation, limited liability company, unincorporated society or association,
trust, or other entity.

     "Pre-Closing Dividend" has the meaning set out in Section 4.21(b).

     "Post-Closing Tax Period" means any Tax period beginning after the Closing
Date.

     "Post-Closing Straddle Period" has the meaning set forth in Section 7.1.

     "Pre-Closing Tax Period" means any Tax period ending on or before the
Closing Date.

     "Pre-Closing Straddle Period" has the meaning set forth in Section 7.1.

     "Preferred Stock" has the meaning set forth in the recitals to this
Agreement.

     "Proceeding" means any claim, demand, charge, compliant, action, suit,
proceeding, hearing, audit, hearing or investigation, whether judicial or
administrative, of any Person or Governmental Authority.

     "Representing Sellers" means collectively the Core Members, and
"Representing Seller" means any of them individually.

     "Returns" means all Tax returns, statements, reports, elections, schedules,
claims for refund, and forms (including estimated Tax or information returns and
reports), including any schedule or supplement thereto.

     "Restraints" has the meaning set forth in Section 9.1(d).

                                       7


     "Sellers" has the meaning set forth in the preamble to this Agreement.

     "Selling Expenses" means all costs, fees, and expenses of outside
professionals incurred by the Company or any of its Subsidiaries relating to the
process of selling the Company whether incurred in connection with this
Agreement or otherwise, including, without limitation, all legal fees,
accounting, tax, investment banking fees and expenses.

     "Seller Material Contract" has the meaning set forth in Section 4.13.

     "Seller Nominee Directors" shall mean Mr. Srivastava, Mr. Shivpuri and Mr.
Gujral, collectively of Trinity India.

     "Series A Preferred Stock" has the meaning set forth in the recitals to
this Agreement.

     "Series B Preferred Stock" has the meaning set forth in the recitals to
this Agreement.

     "Shares" has the meaning set forth in the recitals to this Agreement.

     "Shareholders" has the meaning set forth in the preamble to this Agreement.

     "Shareholder Representative" in respect of all of the Sellers (other than
First Magnus I and First Magnus II) means Mr. Shivpuri; provided however that
First Magnus-I shall be the "Shareholder Representative" of First Magnus-I and
First Magnus-II unless otherwise expressly specified herein. The term
"Shareholder Representatives" shall mean Mr. Shivpuri and First Magnus-I
collectively.

     "Stock Option Plan" shall mean the Company's 2003 Stock Option and Stock
Issuance Plan.

     "Straddle Period" has the meaning set forth in Section 7.1.

     "Straddle Period Tax Matter" has the meaning set forth in Section 7.5(b).

     "Subsidiary" means any Person of which at least 50% of the outstanding
shares or other equity interests having ordinary voting power for the election
of directors or comparable managers of such Person, whether or not at the time
the shares of any other class or classes or other equity interests of such
Person shall have or might have voting power by reason of the happening or
occurrence of any contingency.

     "Tax" or "Taxes" means (a) any foreign, United States federal, state, or
local income, alternative or add-on-minimum tax, gross or net income, gross
receipts, sales, use, ad valorem, value added, transfer, franchise, profits,
license, withholding on amounts paid to or by a Person, payroll, employment,
excise, severance, stamp, occupation, premium, property, environmental or
windfall profit tax, custom, duty or other tax, governmental fee or other like
assessment or charge of any kind whatsoever, together with any interest,
penalty, addition to tax or additional amount imposed by any Law or Taxing
Authority, whether disputed or not, (b) any liability for the payment of any
amounts of any of the foregoing type as a result of being a member of an
affiliated, consolidated, combined or unitary group, and (c) any liability for
the payment of any amounts as a result of being a party to any tax sharing
agreements or arrangements (whether or

                                       8


not written) or with respect to the payment of any amounts of any of the
foregoing types as a result of any express or implied obligation to indemnify
any other Person.

     "Taxing Authority" means any Governmental Authority responsible for the
administration or the imposition of any Tax.

     "Transaction Consideration" has the meaning set forth in Section 2.2(a).

     "Transfer" and variations of such term have the meaning set forth in
Section 2.1.

     "Transfer Taxes" has the meaning set forth in Section 7.3.

     "Trinity India" means Trinity Business Process Management Private Limited,
an Indian company incorporated under the (Indian) Companies Act, 1956, as
amended, with its registered office at 6, Cavalry Lane, Mall Road, Delhi, India
110007.

     "Trinity India Remaining Shareholder" means Mr. Arvind Srivastava holding 1
fully paid-up Trinity India Share as a nominee on behalf of the Company.

     "Trinity India Shares" means the entire authorized, issued, subscribed and
paid-up equity share capital of Trinity India of Rs. 1,000,000 divided into
100,000 equity shares of Rs. 10 each (such equity shares, collectively, the
"Trinity India Shares", and each such share, a "Trinity India Share").

     "WNS Shares" has the meaning set forth in Section 2.2(a).

     1.2 Interpretation. In this Agreement:

          (i) reference to a Party hereunder shall include such Party's
     successors, permitted assigns and any persons deriving title under it;

          (ii) references to any agreement or document including this Agreement
     shall include such agreement or document as amended, modified, varied,
     novated, supplemented or replaced from time to time in writing signed by
     the duly authorized representatives of each Party;

          (iii) the descriptive headings of Sections are inserted solely for
     convenience of reference and are not intended as complete or accurate
     descriptions of the content of such Sections;

          (iv) the use of words in the singular or plural, or with a particular
     gender, shall not limit the scope or exclude the application of any
     provision of this Agreement to such person or persons or circumstances
     unless the context requires otherwise;

          (v) the terms "hereof", "hereto" and "hereunder" and similar
     expressions mean and refer to this Agreement and not to any particular
     Section of this Agreement. The terms "Recital", "Schedule", "Exhibit" or
     "Section" mean and refer to the specified Schedule or Exhibit to, and
     Recital or Section, of this Agreement;

                                       9


          (vi) any grammatical form of a defined term herein shall have the same
     meaning as that of such term;

          (vii) the words "including" and "includes" herein shall always mean
     "including, without limitation" and "includes, without limitation",
     respectively;

          (viii) any notice to be provided to, or any consent to be obtained
     from, the Sellers shall mean that such notice shall be provided to, or such
     consent shall be obtained from, the Shareholder Representatives, acting for
     and on behalf of the Sellers who they represent; it being understood,
     acknowledged and agreed that the Buyer shall be entitled to deal with and
     to send notices to the Shareholder Representatives as the authorized
     representative of all of the Sellers who they represent in respect of all
     matters under this Agreement, and the Shareholder Representatives shall be
     (and shall be deemed to be) the sole and exclusive authorized
     representative of all of the Sellers who they represent under this
     Agreement, with the result that such notice or dealing by the Buyer and/or
     consent obtained from the Shareholder Representatives shall be (and shall
     be deemed to be) conclusive and binding in all respects on the Sellers who
     they represent in connection with any matter hereunder and of the authority
     of the Shareholder Representatives to represent and bind all of the Sellers
     who they represent hereunder; and

          (ix) unless otherwise indicated, all references to "$" in this
     Agreement shall mean the lawful currency of the United States of America
     and all references to "Rs." or "Rupees" in this Agreement shall mean the
     lawful currency of the Republic of India and GB or Pound shall mean British
     Pound Sterling.

                 ARTICLE 2: PURCHASE AND SALE; RELATED MATTERS

     2.1 Purchase and Sale of the Shares. At the Closing, the Buyer shall
purchase from the Sellers, and the Sellers shall sell, transfer, assign, convey
and deliver (collectively, "Transfer") to the Buyer, subject to payment of the
Transaction Consideration, all of the Shares, free and clear of any
Encumbrances.

     2.2 Purchase Price and Issue of WNS Shares.

          (a) In full consideration for the Transfer of the Shares to the Buyer
     at the Closing, the Buyer shall, on the Closing Date:

               (i) pay or cause to be paid, by bank wire transfer of immediately
          available funds to an account or accounts designated in writing by
          each of the Shareholder Representatives, an amount in cash equal to
          United States $6,465,564 (Six Million Four Hundred Sixty-Five Thousand
          Five Hundred Sixty-Four) (the "Accredited Seller Cash Purchase
          Price");

               (ii) 2,266,022 shares of Common Stock of the Buyer, each such
          share valued at British Pound Sterling Three and Pence Fifty only
          (GB Pound3.50) (such shares, collectively, the "WNS Shares" or the
          "Stock Consideration") out of which ten percent (10%) of the total
          number of WNS Shares to be received by each Core Member as part of the
          Stock Consideration that is payable to such Core

                                       10


          Member under this Agreement in consideration for the Transfer of the
          Shares by such Core Member to the Buyer shall be deposited in an
          escrow account,(the "Escrow Shares") and subject to the provisions of
          Section 2.2(c) below; and

               (iii) pay or cause to be paid, by bank wire transfer of
          immediately available funds to an account designated in writing by
          each of the Shareholder Representatives, and amount in cash equal to
          United States $348,499 (Three Hundred Forty Eight Thousand Four
          Hundred Ninety-Nine) (the "Unaccredited Seller Cash Purchase Price")
          The total of the Accredited Seller Cash Purchase Price, the
          Unaccredited Seller Cash Purchase Price and the Stock Consideration is
          referred to in this Agreement as the "Transaction Consideration". The
          Parties to this Agreement understand, acknowledge and agree that (x)
          all of the Sellers (other than the Accredited Sellers) will receive
          only cash consideration for the Transfer to the Buyer of the Shares
          held by them; and (y) the Accredited Sellers will receive both cash
          and WNS Shares as consideration for the Transfer to the Buyer of the
          Shares held by them. The Parties to this Agreement expressly agree
          that this Agreement does not provide for, and in no event shall any
          WNS Shares be received by the Sellers (other than the Accredited
          Sellers) under this Agreement. In accordance with the instructions of
          the Sellers and the Company's Third Amended and Restated Certificate
          of Incorporation, holders of the Preferred Shares and the holders of
          the Common Shares will be paid out as set forth on Schedule 2.2(iii).

          (b) Subject to the terms and conditions of this Agreement and
     satisfaction of all the conditions (except those specifically waived in
     writing by the Buyer) set forth herein with respect to Closing, Buyer shall
     issue and allot the WNS Shares to the Sellers in the proportion set forth
     in Schedule 2.2(b) and deliver the share certificates representing the WNS
     Shares held by each of the Sellers to the Shareholders Representative on
     the Closing Date, as modified through the Closing, provided, however, that
     the Escrow Shares shall be held in Escrow in accordance with the terms of
     the Escrow Agreement until the first anniversary of the Closing Date.

          (c) On the first anniversary of the Closing Date, the Buyer shall
     cause the Escrow Agent, subject to applicable Law and the terms of the
     Escrow Agreement to distribute the Escrow Shares to each of the Core
     Members in the proportion set forth in Schedule 2.2(c) in accordance with
     each of their respective Employment Agreements. For the avoidance of doubt
     it is hereby agreed that, if the employment of a Core Member with the
     Company, its Subsidiary or its Affiliate, as the case may be, is terminated
     for Cause (the term "Cause" as defined in his Employment Agreement) or if a
     Core Member terminates his employment (other than for "Termination Without
     Cause," as defined), then the Buyer shall instruct the Escrow Agent to
     transfer the Escrow Shares to a third party purchaser or a nominee or
     Affiliate of the Buyers for such consideration as determined by the Buyer
     at the Buyer's sole discretion all of the Escrow Shares to which such Core
     Member is entitled as set forth in Schedule 2.2(c), provided that the third
     party purchaser of the Escrow Shares shall be instructed to pay the
     consideration net of Taxes directly to the Buyer.

                                       11


     2.3 Company Distributed Amounts. Prior to Closing, the Company will
distribute an aggregate amount of approximately United States $2,500,000 to the
Sellers as set forth on Exhibit 2.3 by way of the Pre-Closing Dividend.

                ARTICLE 3: CLOSING; DELIVERIES AND OTHER ACTIONS

     3.1 Closing. The closing of the transactions contemplated hereby (the
"Closing") shall take place at a place mutually agreed by the Parties
immediately following the satisfaction or waiver of the conditions set forth in
Article 9 hereof, or on such other date or at such other time as the Buyer and
the Shareholder Representatives shall mutually agree in writing. The date on
which the Closing actually occurs is herein referred to as the "Closing Date."

     3.2 Deliveries by the Sellers. At the Closing, the Shareholder
Representatives on behalf of all the Sellers shall deliver originals or actual
and bona fide true and correct copies or facsimile copies (except as otherwise
specified herein) which in the case of any copies or facsimile copies will be
followed by delivery of original documents within thirty (30) days from the
Closing, or cause to be delivered, to the Buyer the following:

          (a) a receipt from the Shareholder Representatives evidencing receipt
     by the Sellers of the Purchase Price subject to the receipt of funds, and a
     receipt evidencing receipt by the Sellers of the WNS Shares subject to the
     receipt of the WNS Shares;

          (b) the employment agreements, in the form of Exhibit D attached
     hereto, duly executed by each of the Core Members (the "Employment
     Agreements");

          (c) the Escrow Agreement, duly executed by each of the Buyer, the Core
     Members and the Escrow Agent;

          (d) the First Magnus Agreement Amendment duly executed by First
     Magnus-I and the Company;

          (e) original stock certificates representing all of the Shares with
     duly executed stock powers attached in proper form for Transfer to the
     Buyer;

          (f) a copy of the current long-form good standing certificate (or
     equivalent document) for the Company issued by the Secretary of State of
     the State of Delaware, USA;

          (g) a copy of the Certificate of Incorporation of the Company,
     certified by the Secretary of State of Delaware, and a copy of the Bylaws
     (or equivalent document) of the Company, certified by a duly authorized
     officer of the Company;

          (h) a copy of the corporate record books and stock record books of the
     Company certified as true and correct as of the Closing Date by the
     Company's Secretary or Assistant Secretary;

          (i) any other instruments as may be reasonably requested by the Buyer
     no later than five (5) days prior to Closing to extinguish all Indebtedness
     (other than as

                                       12


     prohibited by applicable Laws) in excess of $100,000 of the Company and any
     security interests related thereto to the extent directed by the Buyer;

          (j) all of the consents, if any, listed on Schedule 4.6 and Schedule
     4.7;

          (k) written resignations of each director and officer of the Company
     and each officer and each of the Seller Nominee Directors of Trinity India
     to be with effect on the Closing Date and subject to the Closing and with
     regard to Trinity India and the Company each such resignation to contain an
     expres but standard acknowledgement that the director or officer has no
     claim against Trinity India or the Company for compensation for loss of
     office, redundancy, unfair dismissal or otherwise arising from such
     resignation;

          (l) the common seal and all registers and minute books of Trinity
     India, completed through the Closing Date, to be delivered at the place of
     Closing;

          (m) a copy of the memorandum of association and articles of
     association of Trinity India certified by the Company Secretary of Trinity
     India as a true and complete and accurate copy as of the Closing Date;

          (n) a copy of the letter submitted to the Department of
     Telecommunications of the Government of India seeking approval for change
     in control resulting from the Transfer of the Shares

          (o) evidence to the reasonable satisfaction of the Buyer of the
     Transfer of the Trinity India Share to the Trinity India Remaining
     Shareholder as nominee for the Company;

          (p) a certificate duly executed by each of the Shareholder
     Representatives, in a form reasonably satisfactory to the Buyer, stating
     that (a) to their Knowledge, the Sellers who they represent have performed
     and complied with all the covenants and agreements required to be performed
     by the Sellers that they represent, under this Agreement on or prior to
     Closing, (b) to their Knowledge, there has been no event or occurrence
     having a Material Adverse Effect on the Company and Trinity India taken as
     a whole, and (c) each of the representations and warranties set forth in
     Article 4 hereof to the extent made by them or on behalf of the Sellers
     they represent, are true and correct at and as of the Closing Date;

          (q) a certificate duly executed by an officer of the Company on behalf
     of the Company, in a form reasonably satisfactory to the Buyer, stating
     that (a) there has been no event or occurrence having a Material Adverse
     Effect on the Company and its Subsidiaries taken as a whole, Trinity India
     or their respective businesses, and (b) that each of the representations
     and warranties set forth in Article 4 hereof are true and correct at and as
     of the Closing Date;

          (r) such other documents and instruments as the Buyer shall request as
     being reasonably necessary to effect the Closing.

                                       13


          (s) a certificate addressed to the Buyer in the form and substance set
     forth on Exhibit E hereto to be provided by each Seller certifying their
     title to Shares held by each of them in the Company

          (t) copies, certified as true by the company secretary of or by a
     director of Trinity India, of written revocations of such powers of
     attorney granted by each of the Company and Trinity India in favor of its
     directors, officers, employees or agents, as may be requested by Buyer in
     writing not less than 7 (seven) days prior to the Closing Date, such
     revocations to take effect conditional on and as at Closing; and (ii)
     copies, certified as true by the company secretary of or by a director of
     each of the Company and Trinity India, of revocations of such bank mandates
     and other authorizations for signatories of bank accounts of each of the
     Company and Trinity India, as the case may be, as may be requested by Buyer
     in writing not less than seven (7) days prior to the Closing Date, such
     revocations to take effect conditional on and as at Closing.

          (u) A Deed of Adherence to the Investment Agreement in the form or
     forms attached hereto as Exhibit F executed First Magnus, the Core Members
     and the Shareholder Representative.

          (v) Each Seller shall execute and deliver an appropriate waiver and
     release to specify that he/it irrevocably and forever waives and releases
     the Company, its Subsidiaries and Affiliates and the Buyer, and their
     respective officers and directors, from any and all claims now or hereafter
     arising (i) in respect of the consideration received or receivable by such
     Seller pursuant to the transactions contemplated hereby, and (ii) regarding
     any claim based upon or relating to unfair treatment in connection with the
     payment of the Transaction Consideration or any portion thereof and such
     Seller's entitlement thereto or discrimination in the determination of the
     amount payable or paid or to be paid to such Seller or the nature of the
     consideration received or receivable by such Seller.

          (w) The Shareholder Representatives shall have delivered, or cause to
     be delivered, to the Buyer a complete and correct copy of the unaudited
     balance sheet of the Company and its Subsidiaries as of October 31, 2005,
     and the related unaudited statement of income for the three-month period
     then ended (the "Company Interim Financial Statements") prepared in
     accordance with US GAAP.

          (x) evidence to the reasonable satisfaction of the Buyer that the
     Pre-Closing Dividend has been paid by the Company.

     3.3 Deliveries by the Buyer. At the Closing, the Buyer shall deliver to the
Shareholder Representatives the following:

          (a) the Transaction Consideration payable as set forth in Section 2.2;

          (b) the Escrow Agreement, duly executed by the Buyer;

          (c) the Employment Agreements, duly executed by the Buyer or an
     Affiliate of Buyer if Buyer is not the contracting party;

                                       14


          (d) an acknowledgement of the acceptance the resignations of the
     directors and officers the Company and the Seller Nominee Directors of
     Trinity India;

          (e) a certificate, in a form reasonably satisfactory to the
     Shareholder Representatives, stating that (a) to the Knowledge of the
     Buyer, the Buyer has performed and complied with all the covenants and
     agreements required to be performed by the Buyer under this Agreement on or
     prior to Closing, and (b) to the Knowledge of the Buyer, each of the
     representations and warranties set forth in Article 6 hereof are true and
     correct at and as of the Closing Date; and

          (f) share certificates to the concerned Sellers representing the
     number of WNS Shares that are set forth against their name on Schedule
     2.2(b) other than the Escrow Shares;

          (g) a consent/waiver of pre-emption rights under Section 14.5 of the
     Investment Agreement for the issuance the WNS Shares to the Sellers signed
     by the requisite parties who are necessary to effect the consent/waiver;

          (h) a certificate from a duly authorized officer of the Company
     attaching certified true copies of (i) the Investment Agreement, as amended
     with all deeds of adherence, (ii) the charter documents of the Buyer and
     certifying that they are correct and complete copies of such documents
     effective immediately prior to the Closing, without any modification,
     amendment or change in any manner whatsoever and, (iii) any board or
     shareholder consents required for entry into and performances by the Buyer
     of this Agreement and each of the Ancillary Agreements; and

          (i) such other documents and instruments as the Sellers shall
     reasonably request as being reasonably necessary to effect the Closing.

   ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF THE REPRESENTING SHAREHOLDERS
                            (OTHER THAN FIRST MAGNUS)

     The Representing Sellers hereby jointly but not severally, represent and
warrant to the Buyer (a) on the date of this Agreement and (b) at Closing,
subject only to the specific qualifications made in the schedules that
correspond with each individual representation and warranty set forth herein,
and subject to any updates to such schedules that are made by the Representing
Sellers at Closing, as follows:

     4.1  Existence and Good Standing.

          (a) The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware, USA, and is duly
     authorized, qualified or licensed to do business as a foreign corporation
     in all jurisdictions other than those jurisdictions in which the failure to
     be so qualified would not have a Material Adverse Effect on it. The
     jurisdictions where the Company is qualified to do business are identified
     on Schedule 4.1(a).

                                       15


          (b) Trinity India is a private limited company duly incorporated and
     validly existing under the Laws of the Republic of India.

          (c) Each of the Company and Trinity India have the corporate power and
     authority to (i) own, operate and lease its properties and assets as and
     where currently owned, operated and leased, and (ii) carry on its Business
     as currently conducted.

          (d) The Company has the requisite corporate power and authority to
     execute, deliver and perform its obligations under this Agreement and to
     effect the transactions contemplated hereby, and the execution, delivery
     and performance of this Agreement has been duly authorized by all requisite
     corporate action. Each of the Company and Trinity India has the requisite
     corporate power and authority to execute, deliver and perform its
     respective obligations under each Ancillary Agreement to which it is a
     party and to effect the transactions contemplated hereby and thereby. The
     execution, delivery and performance of each Ancillary Agreement to which
     the Company and/or Trinity India is a party has been duly authorized by all
     requisite corporate action on the part of the Company and Trinity India.

          (e) The Company and Trinity India are not engaged in any business
     other than the Business. No consent, approval or authorization of any
     Person or Governmental Authority is required to be obtained by the Company
     or Trinity India in connection with this Agreement or any Ancillary
     Agreement, to authorize the execution, delivery or performance of this
     Agreement or any Ancillary Agreement or to consummate any of the
     transactions contemplated hereby or thereby.

          (f) This Agreement has been duly executed and delivered by the Company
     and constitutes the valid and legally binding obligation of the Company,
     enforceable against the Company in accordance with its terms. Each
     Ancillary Agreement executed by the Company has been or will be duly
     executed and delivered by the Company and constitute the valid and legally
     binding obligation of the Company, enforceable against the Company in
     accordance with its terms. Each Ancillary Agreement executed by Trinity
     India has been or will be duly executed and delivered by Trinity India and
     constitute the valid and legally binding obligation of Trinity India,
     enforceable against Trinity India in accordance with its terms.

     4.2  Good Title.

          (a) Each of the Representing Sellers under this Agreement, and each of
     the other Sellers under the certificates provided to the Buyer as specified
     in Section 3.2, represents and warrants that (i) he, she or it, owns the
     Shares specified opposite his, her or its name on Schedule 4.2(a) and has
     good and valid title to such Shares, free and clear of any and all
     Encumbrances and (ii) such Shares on Transfer at Closing shall transfer
     free and clear of any and all Encumbrances.

          (b) There are no outstanding or authorized, and neither the Company
     nor Trinity India is a party to (and none of the Representing Sellers is a
     party to any and to the Knowledge of the Representing Sellers, none of the
     other Sellers are parties to) options, warrants, rights, contracts, calls,
     puts, rights to subscribe, conversion rights or

                                       16


     other agreements or commitments that are binding upon any of them providing
     for the issuance, disposition, acquisition or transfer of any Shares (or
     creating any rights on or in connection with the Shares) or any shares of
     Trinity India nor has the Company nor Trinity India nor any Representing
     Seller received notice of, nor to the Knowledge of the Representing
     Sellers, have any claims been made by any Person entitled or claiming to be
     entitled to any of the foregoing.

          (c) Except as disclosed in Schedule 4.2(c), none of the Representing
     Sellers is a party to any voting trust, proxy or other agreement or
     understanding with respect to the voting or ownership or any rights in
     respect of any of the Shares or any shares of Trinity India or any
     agreement that requires or may require additional Shares of the Company or
     additional shares of Trinity India to be issued or allotted beyond the
     Shares of the Company and Trinity India that currently are issued and
     outstanding; nor have any claims been made by any Person entitled or
     claiming to be entitled to any of the foregoing.

     4.3 Validity and Enforceability. Each Representing Seller represents in
respect of himself that he has the capacity or the requisite power and authority
to execute, deliver and perform his obligations under this Agreement and each of
the Ancillary Agreements to which he is a party. This Agreement and each of the
Ancillary Agreements have been duly executed and delivered by each Representing
Seller that is a party to such agreement. Assuming due authorization, execution
and delivery by the Buyer, such agreement represents the legal, valid and
binding obligation of such Representing Seller that is a party to it,
enforceable against him, if and to the extend he is a party to such an
agreement, in accordance with its respective terms.

     4.4 Capitalization of the Company.

          (a) Trinity Partners, Inc. The authorized capital of the Company
     consists of (i) 8,922,555 shares of Preferred Stock (comprising of
     3,367,000 shares of Series A Preferred Stock and 5,555,555 Series B
     Preferred Stock), all of which 3,367,000 of Series A Preferred Stock are
     issued and outstanding and 5,555,550 shares of Series B Preferred Stock
     which are issued and outstanding; and (ii) 9,806,388 shares of Common Stock
     are authorized, of which as of the time this Agreement is executed 883,838
     shares of Common Stock are issued and outstanding and all of which shall
     Transfer to the Buyer at Closing pursuant to this Agreement. The shares
     that are issued and outstanding of Common Stock and Preferred Stock are
     owned by the Sellers in the amounts specified opposite their respective
     names on Schedule 4.4(a). Except as set forth on Schedule 4.4(a), no shares
     of capital stock of the Company are issued and outstanding. The outstanding
     shares of Common Stock and Preferred Stock are all duly and validly
     authorized and issued, fully paid and non-assessable, and were issued in
     compliance with all applicable US state and federal laws. There are no
     outstanding or authorized options, stock appreciation rights, phantom
     stock, warrants, or, except as set forth on Schedule 4.4(a), any other
     rights (including conversion or preemptive rights) or agreements for the
     purchase or acquisition from the Company of any shares of its capital
     stock. Other than as set forth on Schedule 4.4(a), the Company is not a
     party or subject to any agreement or understanding, and, to the Knowledge
     of the Representing Sellers, there is no agreement or understanding with
     any Person that affects or relates to the voting or giving of written
     consents with respect to any security or by a director of the Company.
     Except as set forth in Schedule 4.4(a), the Company has no Investments

                                       17


     other than in Trinity India and those arising in the Ordinary Course of
     Business or that are not material in amount or substance.

          (b) Trinity India. The authorized equity share capital of Trinity
     India is Rs. 1 million divided into 100,000 shares of Rs. 10 each. The
     Trinity India Shares comprise the entire allotted and issued share capital
     of Trinity India. All Trinity India Shares have been duly authorized, are
     validly issued and fully paid, and were issued in compliance with all
     applicable Laws. Except for one (1) Trinity India Share held by the Trinity
     India Remaining Shareholder as nominee for the Company, all Trinity India
     Shares are owned beneficially and of record by the Company free and clear
     of any Encumbrances. There are no issued or outstanding or authorized (and
     Trinity India is not a party to (and to the Knowledge of the Representing
     Sellers, none of the Sellers is a party to any) options, stock
     appreciation; rights, phantom stock, warrants, rights (including conversion
     or preemption rights), contracts, calls, puts, rights to subscribe,
     conversion rights or any other agreements or commitments in each case that
     are binding upon any of them or Trinity India providing for the issuance,
     disposition, acquisition or Transfer of any of the Trinity India Shares (or
     creating any rights on or in connection with the Trinity India Shares), nor
     has Trinity India received any claims by any Person entitled or claiming to
     be entitled to any of the foregoing. Trinity India is not subject to any
     obligation (contingent or otherwise) to repurchase or otherwise acquire or
     retire any of the Trinity India Shares. Neither the Company nor the Trinity
     India Remaining Shareholder is a party to any voting trust, proxy or other
     agreement or understanding with respect to the voting or ownership of any
     rights in respect of any of the Trinity India Shares or any agreement that
     requires or may require additional Trinity India Shares to be issued or
     allotted beyond the Trinity India Shares that currently are issued and
     outstanding, nor has Trinity India received any claims by any Person
     entitled or claiming to be entitled to any of the foregoing.

          (c) Stock Option Plan. The Stock Option Plan is the only employee
     stock option plan of the Company in effect on the date hereof and the only
     employee stock option plan adopted by the Company. All stock options held
     by any employee of the Company or Trinity India have been issued pursuant
     to the Stock Option Plan. Except for stock options issued under the Stock
     Option Plan, there are no other stock options that have been issued by the
     Company. All stock options that had been issued by the Company prior to the
     date hereof have been exercised in full by the stock option holders, and
     such stock option holders have been issued Shares of the Company.

     4.5 No Conflict.

          (a) Except for as set forth on Schedule 4.5, no approval,
     authorization, consent, license, clearance or order of, declaration or
     notification to, or filing or registration with, any Governmental Authority
     or any other Person is required for the Sellers (other than First Magnus,
     for which no representation or warranty is made) to sell the Shares to the
     Buyer and/or otherwise for the Company, Trinity India and the Sellers
     (other than First Magnus, for which no representation or warranty is made)
     to perform their respective obligations under this Agreement or the
     Ancillary Agreements to which they are a party.

                                       18



          (b) Neither the execution and delivery of this Agreement and the
     Ancillary Agreements, nor the consummation of the transactions contemplated
     hereby and thereby, will (i) conflict with, result in a breach of any of
     the provisions of, (ii) constitute a default under, (iii) result in the
     violation of, or (iv) give any third Person the right to terminate or to
     accelerate any obligation (other than under the Stock Option Plan) under,
     the provisions of any indenture, mortgage, lease, loan agreement or other
     agreement or instrument that is material to the Company or Trinity India
     and to which the Company or Trinity India is bound or affected, or pursuant
     to any Laws. Neither the execution and the delivery of this Agreement nor
     any of the Ancillary Agreements to which any of the Representing Sellers,
     or to the Knowledge of the Representing Sellers, which any Seller (other
     than First Magnus, for which no representation or warranty is made) or to
     which the Company or Trinity India is or will be a party, nor the
     consummation of the transactions contemplated hereby, will (A) result in
     the creation of any Encumbrance upon the Shares or any assets or properties
     of the Company or any of its Subsidiaries or Trinity India or (B) require
     any authorization, consent, approval, execution or other action by or
     notice to any Governmental Authority by the Company or Trinity India.

          (c) The transactions contemplated by this Agreement will, at the
     Closing, effect a transfer of the full unencumbered legal and beneficial
     ownership of the Shares to the Buyer.

          (d) Neither the execution or delivery of this Agreement or any
     Ancillary Agreement by the Company or Trinity India, as the case may be,
     nor the performance by the Company or Trinity India of their respective
     obligations hereunder or thereunder, nor the consummation of the
     transactions contemplated hereby or thereby, will result in a breach or
     violation of, conflict with or constitute a default under or constitute
     (with notice or lapse of time, or both) an occurrence of default under any
     provision of, result in the acceleration or cancellation of any obligation
     hereunder, give rise to any claim, give any Person additional rights or
     compensation under or give rise to any right by any party to terminate or
     amend its obligations under (i) any provision of the Certificate of
     Incorporation of the Company, the Bylaws of the Company, the Memorandum of
     Association of Trinity India or the Articles of Association of Trinity
     India, or other similar organizational documents, (ii) any mortgage, deed
     of trust, conveyance to secure debt, note, loan, indenture, Encumbrance,
     Contract, Permit, order, judgement, decree or other arrangement to which
     the Company or Trinity India is a party or by which it is bound, or (iii)
     violate any Law of any Governmental Authority having jurisdiction over the
     Company or Trinity India. The Representing Sellers have provided the Buyer
     with true and complete copies of the Certificate of Incorporation of the
     Company, the Bylaws of the Company, the Certificate of Incorporation of
     Trinity India, Memorandum of Association of Trinity India and the Articles
     of Association of Trinity India.

     4.6 Consents. Except for the consent of the Department of
Telecommunication, of the Government of India and as set forth on Schedule 4.6,
no consent, approval or authorization of any third party or Governmental
Authority is required to be obtained by the Company or any of the Representing
Sellers in connection with the execution, delivery and performance by the
Representing Sellers, or, to the Knowledge of the Representing Sellers and any
of the other Sellers (other than First Magnus-I and First Magnus-II for which no
representation is made with

                                       19


regard to the Representing Sellers) of this Agreement or the Ancillary
Agreements or the consummation of the transactions contemplated hereby or
thereby.

     4.7 Property.

          (a) Title. Neither the Company nor any of its Subsidiaries owns any
     real property. Each of the Company and its Subsidiaries have a valid
     leasehold interests in or license to the Leased Real Property it occupies.

          (b) Real Property Leases. Schedule 4.7(b) hereto contains a list of
     all Leased Real Property of the Company and any of its Subsidiaries with
     the address thereof, the annual fixed rental, the expiration of the term,
     any extension options and any security deposits. A true and correct copy
     of each such lease, license and/or occupancy agreement, and any amendments
     thereto, with respect to such Leased Real Property (each a "Company Real
     Property Lease," and collectively, the "Company Real Property Leases") has
     been delivered or made available to the Buyer, and no changes have been
     made thereto since the date of delivery. All of the Leased Real Property of
     the Company and any of its Subsidiaries is used or occupied by the Company
     or such Subsidiary pursuant to a Company Real Property Lease. Each of the
     Company or Trinity India, as the case may be, has to the Knowledge of the
     Representing Sellers, a valid leasehold interest in or license to each of
     its Leased Real Property, free and clear of all Encumbrances other than
     Permitted Encumbrances. Each Company Real Property Lease is valid and
     binding on the Company or its Subsidiaries as the case may be, and is being
     performed by the Company or its Subsidiaries in accordance with its terms
     and is in full force and effect. There are no existing defaults by the
     Company or any of its Subsidiaries that would be material individually or
     in the aggregate under any of the Company Real Property Leases, and no
     event has occurred which (with notice, lapse of time or both) could
     reasonably be expected to constitute a material breach or default under any
     of the Company Real Property Leases by any party or give any party the
     right to terminate, accelerate or modify any Company Real Property Lease.

          (c) Tangible Personal Property. Schedule 4.7(c) contains a copy of the
     fixed assets registers for each of the Company and Trinity India which list
     out all of the material tangible assets owned by them (the "Company
     Tangible Personal Property"). The Company and its Subsidiaries have good
     and marketable title to and are in possession of or have the right to use
     all items of Company Tangible Personal Property used in their respective
     business, whether or not listed on Schedule 4.7(c) hereto, and such
     property is free and clear of all Encumbrances other than Permitted
     Encumbrances or those associated with equipment leases or being purchased.
     The machinery, equipment and other tangible assets that the Company or its
     Subsidiaries own and lease are generally in good operating condition and
     repair (subject to normal wear and tear consistent with the age of the
     assets).

          (d) No Condemnation. To the Knowledge of the Representing Sellers,
     there is not now any pending any condemnation, expropriation, eminent
     domain, or similar proceeding affecting the Company Leased Real Property.
     Neither any Representing Sellers nor the Company has received any written
     notice or oral notice of any of the

                                       20


     same, and the Representing Sellers have no knowledge that any such
     proceeding is contemplated.

     4.8 Litigation. There is no instance in which the Company or any of its
Subsidiaries is or has been since its inception (a) subject to any unsatisfied
Order or (b) made by a party or received a threat to be made a party to any
complaint, action, suit, proceeding, hearing or investigation of any Person or
U.S. Governmental Authority. Except as set forth on Schedule 4.8, there is no
suit, action, litigation, investigation, claim, complaint, grievance or
proceeding, including appeals and applications for review, in progress, or
pending, or to the Knowledge of the Representing Sellers, threatened against or
relating to the Company or any of its Subsidiaries or any Representing Sellers,
or involving any of the assets or properties of the Company and any of its
Subsidiaries or any Representing Seller (or to the Knowledge of the Representing
Sellers, any Seller) and/or any of the officers or directors of the Company or
any of its Subsidiaries before any U.S. Governmental Authority, commission,
board, bureau, agency or arbitration panel that, if determined adversely to the
Company or any of its Subsidiaries, such Seller, and/or the officers or
directors of the Company or any of its Subsidiaries (i) would enjoin, restrict
or prohibit the transfer of all or any part of the transactions as contemplated
by this Agreement or Ancillary Agreement to which it is a party, or (ii) prevent
any Seller or the Company from fulfilling all or any of its obligations set out
in this Agreement or Ancillary Agreement to which it is a party.

     4.9 Compliance with Laws. Each of the Company and its Subsidiaries is now,
and has been in material compliance with all Laws and Orders.

     4.10 Brokers. Except for Avendus Advisors Pvt Ltd ("Avendus"), no Person
has acted directly or indirectly as a broker, finder or financial advisor for
the Company, Trinity India, any of the Representing Sellers, or, to the
Knowledge of the Representing Sellers, any of the Sellers in connection with the
transactions contemplated by this Agreement (or the negotiations relating to the
transactions) other than auditors, legal counsel to the Company, its
Subsidiaries and certain of the Sellers, and Avendus, and no Person is entitled
to any fee or commission (other than auditors, legal counsel to the Company, its
Subsidiaries and certain of the Sellers and Avendus) or like payment in respect
thereof based in any way on any agreement, arrangement or understanding made by
or on behalf of the Company, any of its Subsidiaries, any of the Representing
Sellers, or, to the Knowledge of the Representing Sellers, any of the other
Sellers other than for Selling Expenses.

     4.11 Conduct of Business. Since August 30, 2005, the business and
operations of the Company and its Subsidiaries have been conducted in the
Ordinary Course of Business and there has not been any material change in the
operation of the Business of the Company or its Subsidiaries or the performance
or financial condition of the Company or any of its Subsidiaries. In particular,
and except as set forth on Schedule 4.11, neither the Company nor any of its
Subsidiaries has:

          (a) borrowed any amount or incurred or become subject to any liability
     outside the Ordinary Course of Business of the Company and its Subsidiaries
     in excess of US$50,000 except borrowings under lines of credit existing on
     such date or inter-company loans or Selling Expenses;

                                       21


          (b) sold, assigned or transferred (including, without limitation,
     transfers to any employees, any Seller or any of their respective
     Affiliates) any assets or properties, or canceled any debts or claims, in
     each case, other than in the Ordinary Course of Business of the Company and
     its Subsidiaries or the policies and procedures of the Company and its
     Subsidiaries as previously disclosed to the Buyer;

          (c) waived any material rights of value or suffered any material
     losses;

          (d) declared or paid any dividends or other distributions to
     Shareholders as such, other than the Pre-Closing Dividend, with respect to
     any shares of its capital stock or redeemed or purchased, directly or
     indirectly, any shares of its capital stock or any options (other than
     repurchases of stock from departing employees in accordance with the terms
     of the Stock Option Plan);

          (e) increased materially the salary, wages or other compensation rates
     of any officer, employee, director or consultant or made or granted any
     increase in any Employee Plan, or amended or terminated any existing
     Employee Plan, or adopted any new Employee Plan or made any commitment or
     incurred any liability to any labor organization outside the Ordinary
     Course of Business of the Company and its Subsidiaries, or Company policies
     and procedures as previously disclosed to the Buyer;

          (f) made any capital expenditures or commitments therefor in excess of
     US$ 50,000;

          (g) made any change in accounting or Tax principles, practices or
     policies from those utilized in the preparation of the Financial Statements
     other than those required to comply with US GAAP, Buyer's accounting
     policies or as indicated and agreed by Buyer;

          (h) made any write-off or write-down of or made any determination to
     write-off or write-down any of its assets and properties in excess of US$
     50,000,;

          (i) made any change in its general pricing practices or policies or
     any change in its credit or allowance practices or policies;

          (j) entered into any amendment, modification, termination (partial or
     complete) or granted any waiver under or given any consent with respect to
     any agreement involving payments in excess of US$ 50,000 annually for any
     agreement that is required (or had it been in effect on the date hereof
     would have been required) to be disclosed in the Schedules to this
     Agreement other than in the Ordinary Course of Business of the Company and
     its Subsidiaries, or with respect to the First Magnus Amendment Agreement
     or any waiver in respect of the transactions contemplated hereunder;

          (k) commenced or terminated any line of its Business;

          (l) authorized, agreed or otherwise become committed to do any of the
     foregoing, or adopted or pursued any step or actions, the implementation or
     taking of

                                       22



     which would result in (or has resulted in) a breach of any of the
     representations, warranties and/or covenants contained in this Agreement.

     4.12 Labor Matters.

          (a) Union and Employee Contracts. (i) Except as set forth in Schedule
     4.12, neither the Company nor any of its Subsidiaries is a party to or
     bound by any union contract, collective bargaining agreement, employment
     contract, independent contractor agreement, consultation agreement, or
     other similar type of contract, (ii) neither the Company nor any of its
     Subsidiaries has agreed to recognize any union or other collective
     bargaining unit, and (iii) no union or collective bargaining unit has been
     certified as representing the employees of the Company or any of its
     Subsidiaries and to the Knowledge of the Representing Sellers no
     organizational attempt has been made or threatened by or on behalf of any
     labor union or collective bargaining unit with respect to any employees of
     the Company or any of its Subsidiaries. Neither the Company nor any of its
     Subsidiaries has experienced any labor strike, dispute, slowdown or
     stoppage or any other material labor difficulty since inception.

          (b) Employees. The Representing Sellers have not been informed that an
     employee of the Company or its Subsidiaries of the designation of AVP or
     above is terminating or leaving the employment of the Company or its
     Subsidiaries.

          (c) Compliance with Law. The Company and any of its Subsidiaries are
     in compliance in all material respects with all Laws applicable to employee
     related matters, including, without limitation, the deduction of tax at
     source and the deposit thereof with the appropriate Governmental Authority,
     the payments of all statutory or non-statutory liabilities or payments
     towards gratuity, provident fund, bonus, superannuation or other similar
     requirements, immigration and work permit laws and have made adequate
     provisions for the foregoing in its accounts wherever required.

          (d) Employee Benefit Plans. Except as disclosed in Schedule 4.12(d),
     there are no other employee benefit plans of the Company or its
     Subsidiaries provided to its employees. The Company or its Subsidiaries
     does not have any liability with respect to any employee benefit plans
     except as provided for in the Company's Financial Statements.

     4.13 Contracts. All of the Contracts, including, without limitation, any
contract, agreement, lease, instrument, guarantee, bid, order or proposal to
which the Company or any of its Subsidiaries is a party or to which any of the
assets of the Company or any of its Subsidiaries are bound that, (a) govern the
borrowing of money or the Guarantee or the repayment of Indebtedness (other than
accounts receivable or payable in the Ordinary Course of Business of the Company
and its Subsidiaries) or granting of Encumbrances (other than Permitted
Encumbrances) on any property or asset of the Company or any of its
Subsidiaries; (b) contracts with the Company Materials Customers (as defined)
(c) contain covenants limiting the freedom of the Company or any of its
Subsidiaries to compete in any line of business or with any Person or in any
geographic area or market; (d) which restrict the use of its Intellectual
Property (and excluding licenses of commercially available software) less than
US$ 25000 in value; (e) are

                                       23


with any Directors, officers, employees, any Seller or Stock Option Holder
(other than the Stock Option Plan and any agreements and notice forms
thereunder) of the Company or any of its Subsidiaries or Affiliates of any of
the Sellers; (f) provide for the purchase, maintenance or acquisition, or the
sale or furnishing, of materials, supplies, merchandise or equipment (including
but not limited to computer hardware or software or other property or services)
in excess of US$ 50,000; (g) grant to any Person a first-refusal, first-offer or
similar preferential right to purchase or acquire any right, asset or property
of the Company or any of its Subsidiaries (other than the agreement with First
Magnus-I which is being amended in connection with the Transaction) and the
agreements entered into in Company's Series B Preferred Stock financing round
which the rights under such agreements shall terminate at Closing; (h) pertain
to the lease of any individual equipment or other individual personal property
in excess of US$ 50,000; (i) provide for any counter trade or barter
arrangement; (j) involve a material distributor, sales representative, broker or
advertising arrangement that by its express terms is not terminable by the
Company or any of its Subsidiaries at will or by giving notice of 30 days or
less, without liability; (k) involve a joint venture; or (l) involve the
acquisition of any business enterprise whether via stock or asset purchase or
otherwise; and each of the foregoing Contracts are hereby defined as a "Seller
Material Contract." The Company and each of its Subsidiaries (as applicable) has
provided or made available to the Buyer true, correct and complete copies of
each such Contract, as amended through the date of this Agreement. Each Seller
Material Contract listed on Schedule 4.13 (or required to be listed on Schedule
4.13) is a valid and binding obligation of the Company or any of its
Subsidiaries that is a party to such Material Contract. With respect to the
Seller Material Contracts listed on Schedule 4.13 (or required to be listed on
Schedule 4.13): (i) neither the Company nor any of its Subsidiaries or any other
party thereto is to the Knowledge of the Buyer in material default under or in
material violation of any such Seller Material Contract; (ii) to the Knowledge
of the Representing Sellers, no event has occurred which, with notice or lapse
of time or both, would constitute such a material default or material violation;
and (iii) neither the Company nor any of its Subsidiaries has released any of
its material rights under any such Seller Material Contract.

     4.14 Licenses and Permits. Schedule 4.14 sets forth a complete and accurate
list and description of all material licenses, permits and other authorizations
of any Governmental Authority held by the Company or any of its Subsidiaries and
used by it in the conduct of its business. The Company and its Subsidiaries are
in full compliance with all of the material terms of such licenses, permits and
authorizations and there is no pending or threatened termination, expiration or
revocation thereof. Except for the licenses, permits, and authorizations set
forth and described in Schedule 4.14, there are no licenses, permits or other
authorizations, whether written or oral, necessary or required for the conduct
of the business of the Company or any of its Subsidiaries which, if not had,
would have a Material Adverse Effect on the Company or any of its Subsidiaries
taken as a whole.

     4.15 Intellectual Property.

          (a) All of the Intellectual Property practiced or used by the Company
     or any of its Subsidiaries that is essential to the conduct of their
     respective businesses and not widely commercially available is owned by the
     Company or its Subsidiaries, as the case may be, and the Company and, if
     applicable, Trinity India as the case may be, have the right to use and are
     the sole and exclusive owners (as between themselves and any third

                                       24


     Person that is not a Subsidiary) of all right, title and interest in and to
     such Intellectual Property. All other Intellectual Property that is not
     owned by the Company or any of its Subsidiaries is being used by the
     Company or its Subsidiaries, as the case may be, only with the consent of
     or license from, and in material compliance with such license or consents
     from the rightful owner thereof and all such consents and licenses are in
     full force and effect. Neither the Company nor any of its Subsidiaries have
     licensed or otherwise granted any right to any person under any
     Intellectual Property owned by or licensed to the Company or any of its
     Subsidiaries or have otherwise agreed not to assert any such Intellectual
     Property against any person.

          (b) The Intellectual Property owned by the Company or any of its
     Subsidiaries has not been used or enforced or failed to be used or enforced
     by it, or to the Knowledge of the Representing Seller, by other Persons in
     a manner that would result in the abandonment, cancellation or
     unenforceability of any such Intellectual Property.

          (c) Neither the Company nor its Subsidiaries have received, nor to the
     Knowledge of the Representing Sellers, is there any claim of adverse
     ownership, invalidity or other opposition to or conflict with any
     Intellectual Property of the Company or any of its Subsidiaries with those
     of another party, nor any pending, or, to the Knowledge of the Representing
     Sellers, threatened suit, proceeding, claim, demand, action or
     investigation of any nature or kind against the Company or any of its
     Subsidiaries relating to the Intellectual Property of the Company or any of
     its Subsidiaries and which (i) challenges the rights of the Company or any
     of its Subsidiaries in respect of any Intellectual Property, (ii) asserts
     that the operation of the business of the Company and/or any of its
     Subsidiaries is, was or will be infringing or otherwise in violation of any
     Intellectual Property of a third party, or is (except as set forth in a
     Contract) required to pay any royalty, license fee, charge or other amount
     with regard to any Intellectual Property and (iii) none of the Intellectual
     Property is or has been subject to any order of any court or statutory
     authority, and neither the Company nor any of its Subsidiaries has been
     subject to any order of any court or statutory authority in respect of any
     other entity's Intellectual Property.

          (d) The Company or each of its Subsidiaries, as the case may be, has
     taken all commercially reasonable actions to protect and maintain its
     Intellectual Property including the use of all commercially reasonable
     measures and precautions necessary to safeguard and maintain the
     confidentiality and value of its Trade Secrets.

          (e) To the Knowledge of the Representing Sellers, neither the Company
     nor any of its Subsidiaries, nor any activity in which the Company or any
     of its Subsidiaries is engaged, breaches, violates, infringes or interferes
     with any Intellectual Property rights of any third party or requires
     payment for the use of any Intellectual Property of another that is not
     already set forth under a Contract with it.

          (f) Other than under the First Magnus-I Master Services Agreement and
     the Ecloser Master Services Agreement, neither the Company nor any of its
     Subsidiaries has transferred ownership of, or granted any exclusive license
     or exclusive right to use, or authorized the retention of any rights in or
     to joint ownership of, any Intellectual Property to any other Person.

                                       25


          (g) To the Knowledge of the Representing Sellers, there is no
     information, materials, facts, or circumstances, including any information
     or fact that would constitute prior art, that would render any application
     it has for registration of any of the Intellectual Property of the Company
     or any of its Subsidiaries invalid or unenforceable, or would adversely
     affect any pending application for any Intellectual Property of the Company
     or any of its Subsidiaries, and the Company and its Subsidiaries have not
     misrepresented or failed to disclose and to the Knowledge of the
     Representing Sellers, there has not been any misrepresentation or failure
     to disclose any fact or circumstance in any application for any
     Intellectual Property of the Company or any of its Subsidiaries that would
     constitute fraud or a misrepresentation with respect to such application or
     that would otherwise affect the validity or enforceability of any such
     Intellectual Property under any applications of the Company or any of its
     Subsidiaries.

     4.16 Insurance. To the Knowledge of the Representing Sellers, the insurance
maintained by the Company and its Subsidiaries and set out Schedule 4.16, is
sufficient to comply with all applicable Laws and Contracts to which the Company
or any of its Subsidiaries are a party. No insurance carrier providing insurance
to the Company or any of its Subsidiaries is, to the Knowledge of the
Representing Sellers, in receivership, conservatorship, liquidation or similar
proceedings and no such proceeding with respect to any such carrier is imminent.

     4.17 Financial Statements.

          (a) Attached as Schedule 4.17 are correct and complete copies of the
     audited balance sheet of the Company and its Subsidiaries as of August 30,
     2005, and the related audited statements of income, stockholders' equity
     and cash flows for the fiscal years then ended, together with the notes
     thereto, and the other financial information included therewith
     (collectively, the "Company Financial Statements").

          (b) The Company Financial Statements present fairly, in all material
     respects, the financial position, results of operations, stockholders'
     equity and cash flows of the Company and its Subsidiaries at the dates and
     for the time periods indicated, and have been prepared and reviewed by the
     management of the Company and its Subsidiaries in accordance with US GAAP,
     consistently applied throughout the periods indicated. The Company Interim
     Financial Statements present fairly in all material respects the financial
     position and results of operations of the Company and its Subsidiaries at
     the date and for the period indicated and have been prepared and reviewed
     by the management of the Company. The Company Financial Statements and the
     Company Interim Financial Statements were derived from the books and
     records of the Company and its Subsidiaries.

     4.18 Undisclosed Liabilities. Except as set forth in Schedule 4.18, neither
the Company nor any of its Subsidiaries have any material liabilities, claims,
obligations or Indebtedness (whether accrued, absolute, contingent, unliquidated
or otherwise, whether due or to become due, whether known or unknown, regardless
of when asserted) except liabilities reflected and provided for in the Financial
Statements and Selling Expenses. To the Knowledge of the Representing Sellers,
there exists no conditions, facts or circumstances for any such claims,
obligations, liabilities or Indebtedness.

                                       26


     4.19 Accounts Receivable. All accounts and notes receivable of the Company
and each of its Subsidiaries represent sales actually made in the Ordinary
Course of Business or valid claims for cost reimbursements. The reserve on the
Financial Statements against the accounts receivable for returns and bad debts
has been calculated in a manner consistent with past practice. All of the
accounts and notes receivable of the Company or any of its Subsidiaries are, in
the aggregate, to the Knowledge of the Representing Sellers, collectible in
full, net of the reserve therefor, in the Ordinary Course of Business of the
Company or its Subsidiaries. No counter claims, defenses or offsetting claims
with respect to the accounts or notes receivable of the Company or any of its
Subsidiaries are pending or, to the Knowledge of the Representing Sellers,
threatened. All of the accounts and notes receivable of the Company or any of
its Subsidiaries relate solely to sales of goods or services to customers of the
Company or its Subsidiaries, as the case may be, none of which are Affiliates of
the Sellers other than First Magnus-I and Trinity India.

     4.20 Bank Accounts. Schedule 4.20 sets forth a list showing the name and
address of (a) each bank with which the Company or any of its Subsidiaries have
an account or safe deposit box and the name of each person authorized to draw
thereon or have access thereto, and (b) the name of each person holding a power
of attorney on behalf of the Company or any of its Subsidiaries.

     4.21 Taxes.

          (a) No Return of the Company or any Subsidiary with respect to any
     Pre-closing Tax period has ever been audited by any Taxing Authority.

          (b) Neither the Company nor any Subsidiary has any unpaid Tax
     liabilities (whether due or to become due) with respect to the income,
     property and operations of the Company and the Subsidiaries that relate to
     any Pre-Closing Tax Period, except for (i) Tax liabilities reflected in the
     Financial Statements, (ii) that have arisen after the date of the Financial
     Statements in the Ordinary Course of Business of the Company and its
     Subsidiaries or (iii) Tax liabilities arising from the planned distribution
     of a dividend by Trinity India to the Company or by the Company to its
     Shareholders of a dividend or any share redemption by the Company having a
     similar effect (such distribution or redemption, the "Pre-Closing
     Dividend"). Any such Tax liability arising due to the Pre-Closing Dividend
     shall be paid by the Company or Trinity India to the relevant authorities
     or will be left behind in the Company.

          (c) Neither the Company nor any Subsidiary is a party to any Contract,
     arrangement or plan that has resulted or would result, separately or in the
     aggregate, in the payment of any "excess parachute payments" within the
     meaning of Section 280G of the Code, other than payments for which
     stockholder approval satisfying the exemption under Section 280G(b)(5) and
     the Treasury Regulations thereunder will have been obtained prior to the
     Closing.

          (d) All Taxes owed by the Company and the Subsidiaries (whether or not
     shown as due and payable on any Return) have been timely paid or withheld
     and

                                       27


     remitted to the appropriate Taxing Authority, other than any Taxes for
     which adequate reserves in accordance with GAAP are reflected in the
     Financial Statements.

          (e) Neither the Company nor any Subsidiary has granted any extension
     or waiver of the statute of limitations period applicable to any Return or
     Tax, which period (after giving effect to such extension or waiver) has not
     yet expired.

          (f) There is no Proceeding now pending or, to the Company's Knowledge,
     threatened against or with respect to the Company or any Subsidiary in
     respect of any Tax.

          (g) There are no Encumbrances for Taxes upon the assets or properties
     of the Company and the Subsidiaries, except for Taxes not yet due and
     payable.

          (h) Neither the Company nor any Subsidiary has been a member of an
     affiliated, consolidated, combined or unitary group or participated in any
     other arrangement whereby any income, revenues, receipts, gain or loss was
     determined or taken into account for Tax purposes with reference to or in
     conjunction with any income, revenues, receipts, gain, loss, asset or
     liability of any other Person other than a group of which the Company or
     the Subsidiary was the parent. Neither the Company nor any Subsidiary has
     any liability for the Taxes of any Person as a transferee or successor, by
     contract or otherwise.

          (i) Schedule 4.21(i) contains a list of jurisdictions (whether foreign
     or domestic) to which any Tax imposed on overall net income is properly
     payable by the Company or any Subsidiary, other than jurisdictions for
     which Returns based on overall net income have been timely filed and made
     available upon request to Buyer.

          (j) Neither the Company, any Subsidiary, the Representing Sellers, nor
     to the Knowledge of the Representing Sellers, any of the Sellers has
     received notice of any claim by a Governmental Authority in a jurisdiction
     where the Company or a Subsidiary, as the case may be, does not file
     Returns that the Company or such Subsidiary, as applicable, is or may be
     subject to taxation by that jurisdiction.

          (k) The Company and each Subsidiary has withheld and paid all Taxes
     required to have been withheld and paid in connection with amounts paid or
     owing to any employee, independent contractor, creditor, member or other
     third party.

          (l) Neither the Company, any Subsidiary nor any Person on behalf of
     the Company or any Subsidiary has entered into any agreement or consent
     pursuant to Section 341(f) of the Code. To the Knowledge of the
     Representing Sellers, none of the Sellers, other than Mr. Arvind
     Srivastava, is a foreign person within the meaning of Section 1445 of the
     Code.

          (m) Except as set forth on Schedule 4.21(m), neither the Company nor
     any Subsidiary will be required to include any item of income in, or
     exclude any item of deduction from, taxable income for any taxable period
     (or portion thereof) ending after the Closing Date as a result of any: (i)
     change in method of accounting for a taxable

                                       28


     period ending on or prior to the Closing Date, (ii) "closing agreement" as
     described in Section 7121 of the Code ( or any corresponding or similar
     provision of state, local or foreign law), (iii) installment sale or open
     transaction disposition made on or prior to the Closing Date, or (iv)
     prepaid amount received on or prior to the Closing Date.

          (n) Neither the Company nor any Subsidiary is a party to any Tax
     allocation or sharing agreement, other than any such agreement to which
     only the Company and its Subsidiaries are parties.

          (o) Neither the Company nor any Subsidiary has distributed the
     securities of another Person, or had its securities distributed by another
     Person, in a transaction that was purported or intended to be governed in
     whole or in part by Section 355 or Section 361 of the Code.

          (p) Neither the Company nor any Subsidiary has participated in a
     reportable transaction within the meaning of Section 6707A of the Code or
     Treasury Regulation Section 1.6011-4 (or any predecessor provision
     thereto).

          (q) Trinity India has in a timely manner filed all tax returns,
     statements, reports and forms (including estimated tax or information
     returns and reports) (collectively, the "India Returns") that are required
     to be filed, and all such India Returns are true, complete and accurate in
     all material respects and have been prepared in compliance with applicable
     Laws. All India Taxes owed by Trinity India (whether or not shown as due
     and payable on any tax return) have been timely paid or withheld and
     remitted to the appropriate Taxing Authority, other than any India Taxes
     for which adequate reserves in accordance with GAAP are reflected in the
     Financial Statements and other than any India Tax required to be withheld
     with respect to the planned distribution of a dividend by Trinity India to
     the Company in connection with the Pre-Closing Dividend described in
     Section 4.21(b). There is no action, suit, proceeding, claim, audit or
     investigation now pending, or any action, suit, claim, audit or
     investigation threatened against or with respect to Trinity India in
     respect of any India Tax. There are no Encumbrances for India Taxes upon
     the assets or properties of Trinity India, other than Encumbrances for
     India Taxes not yet due and payable. Trinity India has complied with all
     conditions of the consents, approvals, licenses for Tax concessions,
     exemptions, deductions, incentives and benefits that Trinity India has been
     entitled to and has availed itself of as of the Closing Date or anytime
     prior thereto, and to the Knowledge of the Representing Sellers, Trinity
     India has not done or failed to do anything that would prevent Trinity
     India from being entitled to and being able to continue to be entitled on
     or after the Closing Date to such Tax concessions, exemptions, deductions,
     incentives and benefits resulting from consents, approvals and licenses.
     For purposes of this Agreement, "India Tax" means (a) any net income,
     alternative or add on minimum tax, gross income, gross receipts, sales,
     use, ad valorem, value added, transfer, franchise, profits, license,
     withholding on amounts paid to or by Trinity India, payroll, employment,
     excise, severance, stamp, occupation, premium, property, environmental or
     windfall profit tax, custom, duty or other tax, governmental fee or other
     like assessment or charge of any kind whatsoever, together with any
     interest, penalty, addition to tax or additional amount imposed by any
     Taxing Authority, whether disputed or not, (b) any liability of Trinity

                                       29


     India for the payment of any amounts of any of the foregoing types as a
     result of being a member of an affiliated, consolidated, combined or
     unitary group, or being a party to any agreement or arrangement whereby
     liability of Trinity India for payment of such amounts was determined or
     taken into account with reference to the liability of any other entity, and
     (c) any liability of Trinity India for the payment of any amounts as a
     result of being a party to any Tax sharing agreements or arrangements
     (whether or not written) binding on Trinity India or with respect to the
     payment of any amounts of any of the foregoing types as a result of any
     express or implied obligation to indemnify any other Person.

     4.22 Customers and Suppliers.

          (a) Schedule 4.22(a) sets forth all customers that accounted for 10%
     or more of the revenues of the Company or any of its Subsidiaries for the
     year ended August 31, 2005 ("Company Material Customers"). Except as set
     forth in Schedule 4.22(a), (i) all Company Material Customers continue to
     be customers of the Company or any of its Subsidiaries, as the case may be,
     and none of such Company Material Customers has reduced materially its
     business with the Company or any of its Subsidiaries, as the case may be,
     from the levels achieved during the year ended August 31, 2005, and to the
     Knowledge of the Representing Sellers, no such reduction is currently
     expected to occur; (ii) no Company Material Customer has terminated its
     relationship with the Company or any of its Subsidiaries, as the case may
     be, or has threatened to do so; (iii) neither the Company nor any of its
     Subsidiaries is involved in any claim, dispute with any Company Material
     Customer; and (iv) neither the Company nor any of its Subsidiaries is
     involved in any claim, dispute or controversy with any of its other
     customers that, individually or in the aggregate, could reasonably be
     anticipated to have a Material Adverse Effect on the Company or any of its
     Subsidiaries taken as a whole.

          (b) Schedule 4.22(b) sets forth the five (5) largest suppliers of the
     Company or any of its Subsidiaries for each of the years ended August 31,
     2005 ("Company Material Suppliers"). Except as set forth in Schedule
     4.22(b), (i) all Company Material Suppliers are currently suppliers of the
     Company or its Subsidiaries, as the case may be, and none of such Company
     Material Suppliers has reduced materially its business with the Company or
     any of its Subsidiaries, as the case may be, from the levels achieved
     during the year ended August 31, 2005, and, to the Knowledge of the
     Representing Sellers, no such reduction will occur; (ii) no Company
     Material Supplier has terminated its relationship with the Company or any
     of its Subsidiaries, as the case may be, or has threatened to do so; (iii)
     neither the Company nor any of its Subsidiaries is involved in any claim,
     dispute or controversy with any Company Material Supplier; and (iv) neither
     the Company nor any of its Subsidiaries is involved in any claim, dispute
     or controversy with any of its other suppliers that, individually or in the
     aggregate could reasonably be expected to have a Material Adverse Effect on
     the Company and its Subsidiaries taken as a whole.

     4.23 Related Party Transactions. Except as set forth in Schedule 4.23, none
of the Company or any of its Subsidiaries, any of the Representing Sellers, or
to the Knowledge of the Representing Sellers, none of the Sellers or any of
their respective Affiliates, nor any current or former director or officer of
the Company or its Subsidiaries, (a) has or since inception has had

                                       30


any direct or indirect interest (i) in, or is or during at anytime since
inception was, a director, officer or employee of, any Person that is a client,
customer, supplier, lessor, lessee, debtor, creditor or competitor of the
Company, or (ii) in any material property, asset or right which is owned or used
by the Company in the conduct of its business, or (b) is or at any time since
inception has been a party to any agreement or transaction with the Company.
Except as set forth in Schedule 4.23, there is no outstanding Indebtedness of
any current or former director, officer, employee or consultant of the Company
or any of its Subsidiaries or any Seller or to the Knowledge of the Representing
Sellers, any Affiliates of a Seller to the Company.

 ARTICLE 5: REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS AND AGREEMENTS
                     OF FIRST MAGNUS AND ACCREDITED SELLERS

5A. First Magnus hereby jointly but not severally, represents and warrants to
the Buyer (i) on the date of this Agreement and (ii) at Closing, subject only to
the specific qualifications made in the schedules that correspond with each
individual representation and warranty set forth herein, and subject to any
updates to such schedules that are made by First Magnus at Closing, as follows:

     5A.1 Existence and Good Standing FM-I. First Magnus-I is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Arizona, USA and has the requisite corporate power and authority and capacity
to, enter into this Agreement and the Ancillary Agreements to which it is a
party.

     5A.2 Existence and Good Standing FM-II. First Magnus-II is an LLC duly
organized, validly existing and in good standing under the laws of the State of
Arizona, USA and has the requisite corporate power and authority to enter into
this Agreement and the Ancillary Agreements to which it is a party.

     5A.3 Good Title. Each of First Magnus-I and First Magnus-II owns the Shares
specified opposite its name on Schedule 4.2(a) and has good and valid title to
such Shares, free and clear of any and all Encumbrances. Except as set forth on
Schedule 4.2(c), neither First Magnus-I nor First Magnus-II is a party to any
options, warrants, rights, contracts, calls, puts, rights to subscribe,
conversion rights or other agreements or commitments that are binding upon it
providing for the issuance of any further Shares by the Company or the
disposition, acquisition or transfer of any of the Shares held by it (or
creating any rights on or in connection with the Shares) nor has it received
notice of any claims by any Person entitled or claiming to be entitled to any of
the foregoing. Except as set forth on Schedule 4.2(c), neither First Magnus-I
nor First Magnus-II are a party to any voting trust, proxy or other agreement or
understanding with respect to the voting or ownership or any rights in respect
of any of their Shares or any agreement that requires or may require additional
Shares to be issued or allotted beyond the Shares that currently are held by
First Magnus-I or First Magnus-II other than the written agreements provided to
the Buyer; nor has it received notice of any claims being made by any Person
entitled or claiming to be entitled to any of the foregoing. Each of First
Magnus-I and First Magnus-II will at Closing Transfer its Shares (and full legal
and beneficial ownership thereof) to the Buyer free from any Encumbrance.

                                       31


     5A.4 Validity and Enforceability. Each of First Magnus-I and First
Magnus-II has the capacity or the requisite power and authority, as the case may
be, to execute, deliver and perform such First Magnus-I and First Magnus-II
obligations under this Agreement and under any Ancillary Agreements to which it
is a party. This Agreement and each of the Ancillary Agreements to which a party
has been duly executed and delivered by First Magnus-I and First Magnus-II, as
applicable, and, assuming due authorization, execution and delivery by the Buyer
and all parties hereunder, represents the legal, valid and binding obligation of
each of First Magnus-I and First Magnus-II respectively, enforceable against
each of First Magnus-I and First Magnus-II, respectively, in accordance with
their terms to the extent that such entity or entities are party to such
agreements.

     5A.5 No Conflict. No U.S. approval, authorization, consent, license,
clearance or order of, declaration or notification to, or filing or registration
with, any U.S. Governmental Authority or any other Person is required for each
of First Magnus-I or First Magnus-II to sell the Shares to the Buyer or
otherwise to perform its obligations under this Agreement or any Ancillary
Agreement to which it is a party. Neither the execution and delivery of this
Agreement and the Ancillary Agreements, nor the consummation of the transactions
contemplated hereby and thereby, will (i) conflict with, result in a breach of
any of the provisions of, (ii) constitute a default under, (iii) result in the
violation of or (iv) give any third Person the right to terminate or to
accelerate any obligation under, the provisions of any indenture, mortgage,
lease, loan agreement or other agreement or instrument to which First Magnus-I
or First Magnus -II, is bound, or pursuant to any Laws or the charter documents
of First Magnus-I and First Magnus-II, as may be applicable. Neither the
execution and the delivery of this Agreement and the other documents
contemplated hereby to which either First Magnus-I or First Magnus-II is or will
be a party, nor the consummation of the transactions contemplated hereby, will
(A) result in the creation of any Encumbrance upon their Shares or (B) require
any authorization, consent, approval, execution or other action by or notice to
any U.S. Governmental Authority with respect to the obligations of either First
Magnus-I or First Magnus-II hereunder. The transactions contemplated by this
Agreement will, at the Closing, effect a transfer of the full unencumbered legal
and beneficial ownership of the Shares held by First Magnus-I and First
Magnus-II to the Buyer.

     5A.6 Financial Statements.

          (a) Attached as Schedule 4.17 are correct and complete copies of (i)
     the audited balance sheet of the Company and its Subsidiaries as of August
     30, 2005, and the related audited statements of income, stockholders'
     equity and cash flows for the fiscal years then ended, together with the
     notes thereto, and the other financial information included therewith
     (collectively, the "Company Financial Statements"), and (ii) the unaudited
     balance sheet of the Company and its Subsidiaries as of October 31, 2005,
     and the related unaudited statement of income for the three-month period
     then ended (the "Company Interim Financial Statements").

          (b) The Company Financial Statements present fairly, in all material
     respects, the financial position, results of operations, stockholders'
     equity and cash flows of the Company and its Subsidiaries at the dates and
     for the time periods indicated, and have been prepared and reviewed by the
     management of the Company

                                       32


     and its Subsidiaries in accordance with GAAP, consistently applied
     throughout the periods indicated. The Company Interim Financial Statements
     present fairly in all material respects the financial position and results
     of operations of the Company and its Subsidiaries at the date and for the
     period indicated and have been prepared and reviewed by the management of
     the Company and its Subsidiaries in accordance with GAAP, and consistent
     with the Company Financial Statements. The Company Financial Statements and
     the Company Interim Financial Statements were derived from the books and
     records of the Company and its Subsidiaries.

     5A.7 Undisclosed Liabilities. Neither the Company nor any of its
Subsidiaries have any material liabilities, claims, obligations or Indebtedness
(whether accrued, absolute, contingent, unliquidated or otherwise, whether due
or to become due, whether known or unknown, regardless of when asserted) except
liabilities reflected and provided for in the Financial Statements and Selling
Expenses. To the Knowledge of First Magnus, there exists no conditions, facts or
circumstances for any such claims, obligations, liabilities or Indebtedness.

5B. Each of the Accredited Sellers hereby represents and warrants to the Buyer
and covenants and agrees with the Buyer on behalf of himself or itself (as
applicable) but not the other Accredited Investors that (i) on the date of this
Agreement, and (ii) at Closing as follows:

     5B.1 He or it is an Accredited Seller is acquiring WNS Shares solely for
his own account, for investment purposes and without any intention or view
towards the distribution of such WNS Shares received by him/it in violation of
the Securities Act, 1933, and the rules and regulations promulgated there under,
as in effect from time to time (the "Securities Act"). Such Accredited Seller
understands and acknowledges that the WNS Shares received hereunder by him/it
will not, as of the time of acquisition and/or delivery thereof to him/it, be
registered under the Securities Act or state securities laws and blue sky laws,
and that, subject to registration under the Securities Act, such Accredited
Seller may not sell, Transfer or otherwise dispose of such WNS Shares unless (i)
such sale, Transfer or other disposition is made in conformity with the holding
period and other limitations and requirements of the Securities Act; or (ii)
such Accredited Seller delivers to the Buyer a written opinion, in the form and
substance satisfactory, to the Buyer, of counsel reasonably acceptable to the
Buyer, to the effect that such sale, Transfer or other disposition is exempt
from registration under the Securities Act and state securities laws and blue
sky laws; or (iii) such Accredited Seller receives the Buyer's written waiver of
the requirements of this Section 5B.1. Such Accredited Seller understands that
the WNS Shares have not been registered under the Securities Act or applicable
state and other securities laws by reasons of a specific exemption from the
registration provisions of the Securities Act and applicable state and other
securities laws, the availability of which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of such Accredited
Seller's representations as expressed herein.

     5B.2 Such Accredited Seller understands and acknowledges and agrees that
the Buyer is neither subject to any obligation to him/it to register (under the
Securities Act and state securities laws and blue sky laws) the sale, Transfer
or other disposition by him (or on his behalf) of the WNS Shares issued to and
delivered to him/it (or to be delivered to him/it pursuant to the Escrow
Agreement) nor subject to any other obligation to him to take any other action
necessary in order to make compliance with an exemption from such registration
available. Such

                                       33


Accredited Seller understands that no public market now exists for any of the
securities issued by the Buyer and that there is no assurance that a public
market will ever exist for the securities of the Buyer.

     5B.3 Such Accredited Seller (other than First Magnus) hereby represents and
warrants to the Buyer that (A) he is a natural Person whose individual net
worth, or joint net worth with such Person's spouse, on the date of this
Agreement is and as of the Closing will be in excess of US$1,000,000 (US Dollars
One Million Only); and/or (B) he had an individual income in excess of
US$200,000 in each of the two most recent years or joint income with such
Accredited Seller's spouse in excess of US$300,000 in each of the two most
recent years and has a reasonable expectation of reaching the same income level
in the current year. Such Accredited Seller hereby represent and warrant to the
Buyer that (x) it is a corporation (in the case of First Magnus-I) or a limited
liability company (in the case of First Magnus-II); (y) that it was not formed
for the specific purpose of acquiring the WNS Shares; and (z) it has total
assets in excess of US$ 5,000,000 (US Dollars Five Million Only). Such
Accredited Seller further represents and warrants to the Buyer that (1) he/it
will not require the services of a "purchaser representative" as defined in Rule
501(h) of Regulation D under the Securities Act; (2) he/it has such knowledge
and experience in financial and business matters that he/it is capable of
evaluating the merits and risks of the prospective investment in the WNS Shares
issued or delivered (or to be issued or delivered) hereunder; (3) he/it has
received the Buyers annual reports and audited financial accounts for the years
ended March 31, 2003, March 31, 2004 and March 31, 2005; (4) he/it has all
information or has been provided access to all information regarding the
business and financial condition of the Buyer, its expected plans for future
business activities, material contracts, intellectual property, and the merits
and risks of an investment in the WNS Shares which such Accredited Seller has
requested or otherwise needs to evaluate an investment in the WNS Shares; (5)
he/it has had an opportunity to discuss the Buyer's business, management and
financial affairs with directors, officers and management of the Buyer and has
had the opportunity to review the Buyer's operations and facilities; (6) he/it
has also had the opportunity ask questions of, and receive answers from, the
Buyer and its management regarding the terms and conditions of this investment
and all such questions have been answered to such Accredited Seller's
satisfaction; and (7) he/it has had the opportunity to consult with independent
counsel concerning the transactions contemplated by this Agreement and has
reviewed the terms and conditions carefully with such counsel, and acknowledges
and fully understands the restrictions imposed under this Agreement and that the
certificates for the WNS Shares issued or delivered (or to be issued or
delivered) to him/it or any substitutions therefore, will have the following
legend:

     THE SHARES REPRESENTED BY THE WITHIN CERTIFICATES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 IN RELIANCE UPON THE REPRESENTATIONS OF THE
RECIPIENT THAT THEY ARE RECEIVED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION. THEY MAY NOT BE OFFERED OR SOLD AND NO TRANSFER OF THEM WILL BE
MADE BY THE COMPANY OR ITS TRANSFER AGENT UNLESS (I) THEY ARE REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR (ii) THERE IS PRESENTED TO THE COMPANY AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS
NOT NECESSARY.

                                       34


5B.4 Such Accredited Seller acknowledges and understands that (a) the Transfer
of the WNS Shares held by him/it will be subject to the terms and conditions of
the Investment Agreement, and he/it must bear the economic risk of this
investment for an indefinite period of time because the WNS Shares must be held
indefinitely unless an exemption from such registration is available. Such
Accredited Seller further understands that any transfer agent of the Buyer will
be issued stop-transfer instructions with respect to the WNS Shares unless any
Transfer thereof is (x) subsequently registered under the Securities Act and
applicable state and other securities laws or unless an exemption from such
registration is available and (y) made in accordance with the terms of this
Agreement and the Investment Agreement.

             ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer hereby, represents and warrants to each of the Sellers (a) at the
signing of this Agreement and (b) at Closing, subject only to the specific
qualifications made in the schedules that correspond with each individual
representation and warranty set forth herein, and subject to any updates to such
schedules that are made by the Buyer at Closing, as follows:

     6.1 Existence and Good Standing. The Buyer is a private limited company
duly organized, validly existing and in good standing under the laws of the Isle
of Jersey and is duly authorized, qualified or licensed to do business as a
foreign corporation in all jurisdictions other than those jurisdictions in which
the failure to be so qualified would not have a Material Adverse Effect on the
Buyer and its Subsidiaries taken as a whole. The Buyer has the corporate power
and authority to (a) own, operate and lease its properties and assets as and
where currently owned, operated and leased, and (b) carry on its business as
currently conducted. The Buyer is not engaged in any business other than the
business process outsourcing business.

     6.2 WNS Shares. The Buyer will at Closing issue the WNS Shares to the
Sellers free and clear of any and all Encumbrances. Such WNS Shares will be duly
authorized, fully paid and non-assessable and will be issued in compliance with
applicable Laws, with a then current value of Pound3.50 to each Seller in the
amounts as designated on Schedule 2.2. Except for Warburg Pincus, BA and
Theodore Agnew who have been granted certain additional rights under the
Investment Agreement, the WNS Shares to be issued to the Sellers pursuant to
this Agreement, will have the same rights, privileges and preferences as those
held by the other shareholders of WNS (other than Warburg Pincus, British
Airways and Theodore Agnew).

     6.3 Validity and Enforceability. Each of the Buyer and its Subsidiaries has
the capacity or the requisite power and authority, as the case may be, to
execute, deliver and perform its obligations under this Agreement and the each
of the Ancillary Agreements to which it is a party and to effect the
transactions contemplated hereby and thereby. The execution, delivery and
performance of each of these agreements has been duly authorized by all
requisite corporate action. This Agreement and each of the Ancillary Agreements
have been duly executed and delivered by the Buyer and any of its Subsidiaries
that are a party to such agreements and, assuming due authorization, execution
and delivery by the Sellers, represents the legal, valid and binding obligation
of the Buyer and any of its Subsidiaries that are party to such agreements,
enforceable against the Buyer and any of its Subsidiaries that are party to such
agreements in accordance with their respective terms.

                                       35


     6.4 Capitalization of the Buyer.

          (a) WNS Holdings Ltd. The authorized capital of the Buyer consists of
     40,000,000 equity shares of GPB 10p each, all of which are issued and
     outstanding. The stock options of the Buyer are issued and outstanding as
     of the date of this agreement are 5,670,391. The stock options authorized
     to the employees by the Board of Directors of the Buyer but not issued to
     the employees are 381,172 as of the date of this agreement. In accordance
     with a term sheet executed by the Buyer with respect to a proposed
     acquisition by the Buyer, 30,000 equity shares of GBP 10p each and stock
     options convertible into 70,000 equity shares of GBP 10p each of the Buyer
     may be issued. Except as specifically set forth above in this Section 6.4,
     there are no authorized or outstanding options, rights or other securities
     of the Buyer. The outstanding shares of common stock are all duly and
     validly authorized and issued, fully paid and non-assessable, and were
     issued in compliance with all applicable Laws. There are not outstanding or
     authorized options, stock appreciation rights, phantom stock, warrants,
     rights (including pre-emptive or conversion rights, other than those in the
     Investment Agreement) or agreements for the purchase or acquisition of
     capital stock (or with respect thereto) from or with the Buyer or any of
     its Subsidiaries. Other than the Investment Agreement, the Buyer is not a
     party to any agreement or understanding with any Person that affect or
     relates to the voting of any securities of the Buyer. Other than the
     Investment Agreement, the Buyer is not a party to any other binding
     agreement with any shareholders of the Buyer and/or its Subsidiaries, as
     the case may be, limiting the transfer of the Buyer's shares.

     6.5 No Conflict. No approval, authorization, consent, license, clearance or
order of, declaration or notification to, or filing or registration with, any
Governmental Authority or any other Person is required for the Buyer to purchase
the Shares and for Buyer to issue the WNS Shares to the Sellers and/or otherwise
for the Buyer and/or any of its Subsidiaries to perform its respective
obligations under this Agreement or the Ancillary Agreements. Neither the
execution and delivery of this Agreement and the Ancillary Agreements, nor the
consummation of the transactions contemplated hereby and thereby, will (i)
conflict with, result in a breach of any of the provisions of (ii) constitute a
default under, (iii) result in the violation of or (iv) give any third Person
the right to terminate or to accelerate any obligation under, the provisions of
any indenture, mortgage, lease, loan agreement or other agreement or instrument
that is material to the Buyer or any of its Subsidiaries and to which the Buyer
is bound or affected, or pursuant to any Laws. Neither the execution and the
delivery of this Agreement nor any of the Ancillary Agreements to which the
Buyer or any of its Subsidiaries is or will be a party, nor the consummation of
the transactions contemplated hereby or thereby, will (a) result in the creation
of any Encumbrance upon the WNS Shares or any assets or properties of the Buyer
or any of its Subsidiaries or (b) require any authorization, consent, approval,
execution or other action by or notice to any Governmental Authority. Neither
the execution and the delivery of this Agreement nor any of the Ancillary
Agreements to which the Buyer or any of its Subsidiaries is or will be a party,
nor the consummation of the transactions contemplated hereby or thereby, will
conflict with the charter documents of the Buyer. The transactions contemplated
by this Agreement will, at the Closing, effect a transfer of the full
unencumbered legal and beneficial ownership of the WNS Shares to the Sellers.

                                       36


     6.6 Consents. No consent, approval or authorization of any third party or
Governmental Authority is required in connection with the execution, delivery
and performance by the Buyer, or, to the Knowledge of the Buyer and any of its
Subsidiaries, of this Agreement or the Ancillary Agreements or the consummation
of the transactions contemplated hereby or thereby.

     6.7 Property. Neither the Buyer nor any of its Subsidiaries owns any real
property. To the Knowledge of the Buyer, the Buyer and its Subsidiaries have a
valid leasehold interest in, or a valid license to, all of their tangible assets
and properties. Any real property occupied by the Buyer or any Subsidiary of the
Buyer is so occupied pursuant to a lease, license and/or occupancy agreement,
and amendments thereto (each a "Buyer Real Property Lease," and collectively,
the "Buyer Real Property Leases." The Buyer and each of its Subsidiaries have
good and marketable title to or have the right to use all items of all
equipment, machinery, and other similar tangible personal property that are
material to its business, and such tangible assets that are material to Buyer's
or any of its Subsidiaries' business are generally in good operating condition
and repair (subject to normal wear and tear consistent with the age of the
assets).

     6.8 Litigation. Except as disclosed in Schedule 6.8, there is no instance
in which the Buyer or any of its Subsidiaries is or has been within the
three-year period prior to the date of this Agreement, (a) subject to any
unsatisfied Order or (b) been made by a party or received a threat threatened to
be made a party to any complaint, action, suit, proceeding, hearing or
investigation of any Person or Governmental Authority that would, if determined
adversely to the Buyer, be material to Buyer or any of its Subsidiaries, or the
business of Buyer or any of its Subsidiaries. Except as disclosed in Schedule
6.8, there is no suit, action, litigation, investigation, claim, complaint,
grievance or proceeding, including appeals and applications for review, in
progress, or pending or threatened against or relating to the Buyer, or any of
its Subsidiaries, or involving any of the assets or properties of the Buyer and
any of its Subsidiaries (or to the Knowledge of the Buyer) and/or any of the
officers or directors of the Buyer or any of its Subsidiaries before any
Governmental Authority, commission, board, bureau, agency or arbitration panel
that, if determined adversely to the Buyer, or any of its Subsidiaries, (i)
would enjoin, restrict or prohibit the transfer of all or any part of the
transaction as contemplated by this Agreement, or (ii) prevent the Buyer from
fulfilling all of its obligations set out in this Agreement.

     6.9 Compliance with Laws. Each of the Buyer and its Subsidiaries is now,
and has been in material compliance with all Laws and Orders.

     6.10 Conduct of Business. Since March 31, 2005, the business and operations
of the Buyer and each of its Subsidiaries have been conducted in the Ordinary
Course of Business of the Buyer and its Subsidiaries taken as a whole and there
has not been any material adverse change in the operation of the business of the
Buyer and its Subsidiaries or the performance or financial condition of the
Buyer and its Subsidiaries.

     6.11 Labor Matters.

          (a) Neither the Buyer nor any of its Subsidiaries is a party to or
     bound by any union contract, collective bargaining agreement;

                                       37


          (b) neither the Buyer nor any of its Subsidiaries has agreed to
     recognize any union or other collective bargaining unit; and

          (c) no union or collective bargaining unit has been certified as
     representing the employees of the Buyer or any of its Subsidiaries and no
     organizational attempt has been made or threatened by or on behalf of any
     labor union or collective bargaining unit with respect to any employees of
     the Buyer or any of its Subsidiaries. Neither the Buyer nor any of its
     Subsidiaries has experienced any labor strike, labor dispute, labor
     slowdown or labor stoppage or any other material labor difficulty during
     the past five years.

     6.12 Contracts. The Contracts to which the Buyer or any of its Subsidiaries
is a party and to which a material portion of the assets of the Buyer or any of
its Subsidiaries are bound and that (a) govern the borrowing of money or the
Guarantee or the repayment of Indebtedness other than accounts receivable or
payable in the Ordinary Course of Business or granting of Encumbrances (other
than Permitted Encumbrances) on any property or asset of the Buyer or any of its
Subsidiaries; (b) contain covenants limiting the freedom of the Buyer or any of
its Subsidiaries to compete in any line of business or with any Person or in any
geographic area or market; (c) are for the use of or which restrict the use of a
material portion of its Intellectual Property; (d) with any directors, officers,
employees or any shareholders of the Buyer or any of its Subsidiaries or
Affiliates; (e) provide for the purchase, maintenance or acquisition, or the
sale or furnishing, of materials, supplies, merchandise or equipment (including
but not limited to computer hardware or software or other property or services)
in excess of US$ 100,000 (f) grant to any Person a first-refusal, first-offer or
similar preferential right to purchase or acquire any material right, asset or
property of the Buyer or any of its Subsidiaries (other than under the
Investment Agreement); (g) pertain to the lease of any individual equipment or
other individual personal property in excess of $100,000; (h) provide for any
counter trade or barter arrangement; (i) involve a material distributor, sales
representative, broker or advertising arrangement that by its express terms is
not terminable by the Buyer or any of its Subsidiaries at will or by giving
notice of 30 days or less, without liability; (j) involve a joint venture; (k)
involve the acquisition of any business enterprise whether via stock or asset
purchase or otherwise are hereby defined as a "Buyer Material Contract." Each
Buyer Material Contract is a valid, binding and enforceable obligation of the
Buyer or each of its Subsidiaries, as the case may be, enforceable in accordance
with its terms and each copy of such Contract that has been furnished to the
Shareholder Representatives or their advisors (which includes the Investment
Agreement) were true, correct and complete copies of it. With respect to the
Buyer Material Contracts: (a) neither the Buyer nor any of its Subsidiaries or,
to the Knowledge of the Buyer, any other party thereto is in material default
under or in material violation of any Buyer Material Contract; (b) to the
Knowledge of the Buyer, no event has occurred which, with notice or lapse of
time or both, would constitute such a material default or material violation;
and (c) neither the Buyer nor any of its Subsidiaries has released any of its
material rights under any such Buyer Material Contract.

     6.13 Intellectual Property.

          (a) All of the Intellectual Property practiced or used by the Buyer or
     any of its Subsidiaries that is essential to the conduct of their
     respective businesses and not widely

                                       38


     commercially available either is owned by the Buyer or its Subsidiaries, as
     the case may be, or the Buyer, and if applicable, its Subsidiaries, as the
     case may be, have the right to use or are the sole and exclusive owners (as
     between themselves and any third person that is not a Subsidiary) of all
     right, title and interest in and to such Intellectual Property. All other
     Intellectual Property that is not owned by the Buyer or any of its
     Subsidiaries is being used by the Buyer or each of its Subsidiaries, as the
     case may be, only with the consent of or license from (and in accordance
     with such consent or license) the rightful owner thereof and all such
     consents and licenses are in full force and effect.

          (b) To the Knowledge of the Buyer, neither the Buyer nor its
     Subsidiaries are infringing the Intellectual Property of any third party.
     To the Knowledge of the Buyer, no third party is infringing the
     Intellectual Property of the Buyer or any of its Subsidiaries.

     6.14 Insurance. To the Knowledge of the Buyer, the insurance maintained by
the Buyer and each of its Subsidiaries are sufficient to comply with all
applicable Laws and Contracts to which the Buyer or any of its Subsidiaries are
a party.

     6.15 Buyer Financial Statements.

          (a) Attached as Schedule 6.15 are correct and complete copies of (i)
     the audited balance sheet of the Buyer and of its Subsidiaries as of March
     31, 2003, March 31, 2004, and March 31, 2005, and the related audited
     statements of income, stockholders' equity and cash flows for the fiscal
     years then ended, together with the notes thereto, and the other financial
     information included therewith (collectively, the "Buyer Financial
     Statements"), and (ii) the unaudited consolidated management accounts of
     the Buyer as of September 30, 2005, and the related unaudited statement of
     income for the three-month period then ended (the "Buyer Interim Financial
     Statements").

          (b) The Buyer Financial Statements present fairly, in all material
     respects, the financial position, results of operations, stockholders'
     equity and cash flows of the Buyer and each of its Subsidiaries at the
     dates and for the time periods indicated, and have been prepared and
     reviewed by the management of the Buyer and its each of Subsidiaries in
     accordance with GAAP, consistently applied throughout the periods indicated
     The Interim Buyer Financial Statements present fairly in all material
     respects the financial position and results of operations of the Buyer and
     any of its Subsidiaries at the date and for the period indicated and have
     been prepared and reviewed by the management of the Buyer and each of its
     Subsidiaries. The Buyer Financial Statements and the Interim Buyer
     Financial Statements were derived from the books and records of the Buyer
     and each of its Subsidiaries.

     6.16 Undisclosed Liabilities. Neither the Buyer nor any of its Subsidiaries
have any material liabilities, claims, obligations or Indebtedness (whether
accrued, absolute, contingent, unliquidated or otherwise, whether due or to
become due, whether known or unknown, regardless of when asserted) except
liabilities reflected and provided for in the Buyer Financial Statements. To the
Knowledge of the Buyer, there exist no conditions, facts or circumstances for
any such claims, obligations, liabilities or Indebtedness.

                                       39


     6.17 Taxes.

          (a) All Returns required to be filed by or on behalf of the Buyer and
     the Subsidiaries have been filed when due in accordance with all applicable
     Laws. All such Returns (i) correctly reflect the facts regarding the
     income, business, assets, operations, activities and status of the Buyer
     and the Subsidiaries and (ii) were correct and complete in all respects and
     (iii) have been prepared in accordance with all applicable Laws. All Taxes
     owed by the Buyer and the Subsidiaries (whether or not shown as due and
     payable on any Return) have been timely paid or withheld and remitted to
     the appropriate Taxing Authority.

          (b) Neither the Buyer nor any of its Subsidiaries has received notice
     of any claim by a Governmental Authority in a jurisdiction where the Buyer
     or a Subsidiary, as the case may be, does not file Returns that the Buyer
     or such Subsidiary, as applicable, is or may be subject to taxation by that
     jurisdiction.

     6.18 Customers and Suppliers.

          Except as disclosed in Schedule 6.18, (a) none of the customers of the
     Buyer representing more than 10% of the gross revenues of the Buyer has
     reduced by more than 25% its business with the Buyer from the levels
     achieved during the year ended March 31, 2005, and except as disclosed in
     Schedule 6.18, to the Knowledge of the Buyer, no such material reduction is
     currently expected to occur; (b) no material customer of the Buyer has
     terminated its relationship with the Buyer or any of its Subsidiaries, as
     the case may be, or, to the Knowledge of the Buyer, has threatened to do
     so; and (c) neither the Buyer nor any of its Subsidiaries is involved in
     any claim, dispute or controversy with any of its other customers that,
     individually or in the aggregate could reasonably be expected to have a
     Material Adverse Effect on the Buyer and its Subsidiaries taken as a whole.

                             ARTICLE 7: TAX MATTERS

     7.1 Apportionment of Taxes. All Taxes and Tax liabilities with respect to
the Company or any Subsidiary that relate to any Tax period that begins on or
before the Closing Date and ends after the Closing Date (a "Straddle Period")
will be apportioned between the portion of the Straddle Period that extends from
the first of day of such Straddle Period through the Closing Date (the
"Pre-Closing Straddle Period") and the portion of the Straddle Period that
extends from the day after the Closing Date to the end of the Straddle Period
(the "Post-Closing Straddle Period") as follows: (a) in the case of Taxes that
are either (i) based upon or measured by reference to income, receipts or
profits (but not including sales and use Taxes), (ii) imposed in connection with
any sale or other transfer or assignment of property (real or personal, tangible
or intangible) (other than conveyances pursuant to this Agreement, as provided
under Section 7.3), or (iii) required to be withheld such Taxes shall be deemed
equal to the amount which would be payable if the Tax year ended at the end of
the day on the Closing Date; and (b) in the case of Taxes imposed on a periodic
basis with respect to the Company or any Subsidiary, or otherwise measured by
the level of any item, such Taxes shall be deemed to be the amount of such Taxes
for the entire period (or, in the case of such Taxes determined on an arrears
basis,

                                       40


the amount of such Taxes for the immediately preceding period), multiplied by a
fraction the numerator of which is the number of calendar days in the period
ending on the Closing Date and the denominator of which is the number of
calendar days in the entire period.

     7.2 Returns. The Buyer shall prepare and timely file, or cause to be
prepared and timely filed, all Returns of the Company and the Subsidiaries that
are due with respect to any Pre-Closing Tax Period and Straddle Period other
than Returns for which the due date (with applicable extensions) fall son or
before the Closing Date, provided that (a) such Returns shall be prepared
consistent with past practice, and (b) the Shareholder Representative shall
review and approve such Returns prior to filing, which approval will not be
unreasonably withheld or delayed. The Buyer shall pay or cause to be paid all
Taxes imposed on the Company and the Subsidiaries shown as due and owing on such
Returns subject to reimbursement by the Sellers pursuant to Article 11.

     7.3 Transfer Taxes. All transfer, real estate, income, capital gains,
sales, use, value added and other such Taxes and fees (including any penalties
and interest) imposed on the Buyer, the Company or any Subsidiary in connection
with this Agreement and the Escrow Agreement due to the Transfer of the Shares
and due to receipt by the Sellers of the WNS shares (other than as set forth in
Section 2.2(c)) shall be borne by the Sellers ("Seller Transfer Taxes"), provide
however that any stock transfer or similar taxes, however denominated shall be
borne by the Buyer ("Buyer Transfer Taxes"), and either party, at their own
expense, will cause to be filed all necessary Returns and other documentation
(if any) with respect to all such Taxes. All taxes, duties, cesses, levies or
charges relating to the Pre-Closing Dividend by the Company shall be borne by
the Company.

     7.4 Cooperation; Audits. In connection with the preparation of Returns,
audit examinations, and any administrative or judicial proceedings relating to
the Tax liabilities imposed on the Company and the Subsidiaries for all
Pre-Closing Tax Periods, the Buyer, the Company and the Subsidiaries, on the one
hand, and the Shareholder Representative, on the other hand, shall cooperate
fully with each other, including, without limitation, furnishing or making
available during normal business hours of records, personnel (as reasonably
required), books of account, powers of attorney or other materials necessary or
helpful for the preparation of such Returns, the conduct of audit examinations
or the defense of claims by Taxing Authorities as to the imposition of Taxes.
Sellers shall deliver, within ten (10) days of Buyer's request, any information
required to reported by Buyer or the Company under Section 6043A of the Code.

     7.5 Controversies.

          (a) The Buyer shall notify the Shareholder Representative upon receipt
     by the Buyer or any Affiliate of the Buyer of any notice of any inquiries,
     assessments, Proceedings or similar events received from any Governmental
     Authority with respect to Taxes of the Company or any Subsidiary for which
     the Representing Sellers would be required to indemnify the Buyer, the
     Company, any such Subsidiary or any of their Affiliates pursuant to Article
     11 other than a Straddle period Tax Matter (any such inquiry, assessment,
     Proceeding or similar event, a "Tax Matter"). The Shareholder
     Representative may, at the expense of the Sellers, participate in and, upon
     notice to the

                                       41


     Buyer, assume the defense of any such Tax Matter. If the Shareholder
     Representative assumes such defense, the Shareholder Representative will
     have the authority, with respect to any Tax Matter, to represent the
     interests of the Company and the Subsidiaries before the relevant
     Governmental Authority and shall have the right to control the defense,
     compromise or other resolution of any such Tax Matter, including responding
     to inquiries, and contesting, defending against and resolving any
     assessment for additional Taxes or notice of Tax deficiency or other
     adjustment of Taxes of, or relating to, such Tax Matter. The Buyer has the
     right (but not the duty) to participate in the defense of such Tax Matter
     and to employ counsel, at its own expense, separate from the counsel
     employed by the Shareholder Representative. The Shareholder Representative
     must not enter into any settlement of or otherwise compromise any such Tax
     Matter to the extent that it adversely affects the Tax liability of the
     Buyer, the Company, any Subsidiary or any Affiliate of the foregoing for a
     Post-Closing Tax Period or Post-Closing Straddle period without the prior
     written consent of the Buyer, which will not be unreasonably withheld or
     delayed. The Shareholder Representative must keep the Buyer informed with
     respect to the commencement, status, and nature of any such Tax Matter, and
     will, in good faith, allow the Buyer to consult with it regarding the
     conduct of or positions taken in any such proceeding.

          (b) The Buyer shall have the right to represent the interests of the
     Company and the Subsidiaries before the relevant Governmental Authority
     with respect to any inquiry, assessment, Proceeding or other similar event
     relating to a taxable period that begins before but does not end on the
     Closing Date (a "Straddle Period Tax Matter") and shall have the right to
     control the defense, compromise or other resolution of any such Straddle
     Period Tax Matter, including responding to inquiries, filing Tax Returns
     and contesting, defending against and resolving any assessment for
     additional Taxes or notice of Tax deficiency or other adjustment of Taxes
     of, or relating to, such Straddle Period Tax Matter. If the Representing
     Sellers would be required to indemnify the Buyer, the Company, any
     Subsidiary or any of their Affiliates with respect to such Straddle Period
     Tax Matter then: (i) the Shareholder Representative has the right (but not
     the duty) to participate in the defense of such Straddle Period Tax Matter
     and to employ counsel, at its own expense, separate from counsel employed
     by the Buyer, (ii) the Buyer must not enter into any settlement of or
     otherwise compromise any such Straddle Period Tax Matter to the extent that
     it adversely affects the Tax liability of the Sellers without the prior
     written consent of the Shareholder Representative, which consent shall not
     be unreasonably withheld or delayed, and (iii) the Buyer must keep the
     Shareholder Representative informed with respect to the commencement,
     status, and nature of any such Straddle Period Tax Matter, and will, in
     good faith, allow the Shareholder Representative to consult with it
     regarding the conduct of or positions taken in any such proceeding.

                              ARTICLE 8: COVENANTS

     8.1 Seller Covenants

     8.1.1 Conduct of Business by the Company. Except as otherwise expressly
contemplated by this Agreement, during the period from the date of this
Agreement to the

                                       42


earlier of (a) the termination of this Agreement pursuant to Article 10, or (b)
the Closing Date, the Seller shall not, and shall cause the Company and its
Subsidiaries not to do any or all of the acts listed hereunder, during the
period from the date of this Agreement to the Closing Date, except as expressly
contemplated by any other provision of this Agreement, without prior written
consent of the Buyer (which can be provided by email).

          (i) other than the Pre-Closing Dividend, declare, set aside or pay any
     dividends on (or make any other distributions in respect of), any of its
     share capital, split, combine, exchange, recapitalize or reclassify any of
     its share capital or issue or authorize the issuance of any other
     securities in respect of, in lieu of or in substitution for its share
     capital;

          (ii) issue, deliver, sell, pledge or otherwise encumber or subject to
     any Encumbrance any shares of its share capital, any other voting
     securities or any securities convertible into, or any rights, warrants or
     options to acquire, any such share capital, voting securities or
     convertible securities;

          (iii) amend its certificate of incorporation or by laws or the
     memorandum and articles of association of Trinity India (or equivalent
     constitutional and charter documents);

          (iv) acquire or agree to acquire by merging or consolidating with, or
     by purchasing a substantial portion of the assets or capital stock of, or
     by any other manner, any business or any Person;

          (v) sell, lease, license, mortgage or otherwise encumber or subject to
     any Encumbrance (other than Permitted Encumbrances) or otherwise dispose of
     any of its properties or assets outside the Ordinary Course of Business of
     the Company and its Subsidiaries;

          (vi) (A) grant to any current or former director, officer or other
     employee any increase in compensation, bonus or other benefits, except as
     required by Law or under any bonus or compensation or stock option plans or
     employment agreement in effect as of the date of this Agreement, (B) grant
     to any such current or former director, officer or employee any increase in
     severance or termination pay, or (C) enter into, or amend, any employment,
     deferred compensation, consulting, severance, termination or
     indemnification agreement with any such current or former director, officer
     or employee, in each case outside the Ordinary Course of Business of the
     Company and its Subsidiaries;

          (vii) incur or become subject to any liability outside the Ordinary
     Course of Business of the Company and its Subsidiaries in excess of
     US$100,000 in the aggregate;

          (viii) incur or commit to incur any capital expenditures or any
     obligations or liabilities in excess of US$100,000 that will not be fully
     performed or discharged prior to the Closing Date;

                                       43


          (ix) (A) enter into, amend, modify or consent to the termination of
     any Seller Material Contract; or (B) amend, waive, modify or consent to the
     termination of any material right under any Seller Material Contract;

          (x) commence or settle any litigation;

          (xi) grant any loans to others or purchase debt securities of others
     or amend the terms of any outstanding loan agreement (except as expressly
     contemplated by this Agreement) in excess of an aggregate amount of US$
     20,000;

          (xii) revalue any of its assets (whether tangible or intangible),
     including without limitation writing down the value of inventory or writing
     off notes or accounts receivable;

          (xiii) pay, discharge or satisfy any claim, liability or obligation
     (absolute, accrued, asserted or unasserted, contingent or otherwise), other
     than the payment, discharge or satisfaction in the Ordinary Course of
     Business of the Company and its Subsidiaries, or if outside the Ordinary
     Course of Business of the Company and its Subsidiaries, pay, discharge or
     satisfy amounts in excess of $100,000 in the aggregate, if such amounts are
     for liabilities that are not reflected or reserved against in the Financial
     Statements;

          (xiv) make or change any material election in respect of Taxes or
     India Taxes, adopt or change any accounting method in respect of Taxes or
     India Taxes, enter into any closing agreement, settle any claim or
     assessment in respect of Taxes or India Taxes that was not reserved for on
     the Financial Statements, or consent to any extension or waiver of the
     limitation period applicable to any claim or assessment in respect of Taxes
     or India Taxes;

          (xv) change any of the accounting methods used by it unless required
     by US GAAP;

          (xvi) enter into any strategic alliance or joint marketing arrangement
     or agreement;

          (xvii) terminate any Key Employees, or encourage any Key Employees to
     resign outside the Ordinary Course of Business of the Company and its
     Subsidiaries;

          (xviii) authorize, or commit or agree to take, any of the foregoing
     actions.

     Provided that, if the Shareholder Representative, the Company and/or any of
its Subsidiaries gives a notice to the Buyer under Section 8.1.1, then the Buyer
shall have the right not to consummate the transactions contemplated in this
Agreement, and in such circumstances the Buyer shall have no remedy against the
Sellers or the Company or any of its Subsidiaries for any breach of the
covenants contained in this Section 8.1.1. The Buyer shall have a remedy against
the Sellers for any breach of the foregoing covenants if a notice was not given
on behalf of the Sellers to the Buyer under this Section 8.1.1, unless the
Closing occurs.

                                       44


     8.1.2 Advice of Changes; Other Actions. During the period from the date
hereof until the earlier of the termination of this Agreement pursuant to
Article 10 or the Closing Date, the Representing Sellers and the Company shall
promptly advise the Buyer orally and in writing to the extent the Representing
Sellers have Knowledge of any change or event having, or which could reasonably
be expected to (A) imminently have a Material Adverse Effect on the Company and
its Subsidiaries taken as a whole, (B) materially and adversely affect the
accuracy of the representations and warranties of the Representing Sellers
contained herein, or (C) cause the conditions set forth in Article 9 not to be
satisfied.

     8.1.3 No Solicitation of Alternative Transactions. During the period from
the date hereof until the earlier of the termination of this Agreement pursuant
to Article 10 or the Closing Date, none of the Company, First Magnus or the
Representing Sellers shall, and each of them shall cause the Company and/or any
of its Subsidiaries not to authorize or permit any of its respective directors,
officers or employees or any investment banker, financial advisor, attorney,
accountant or other representative retained by it to, directly or indirectly
through another Person, (a) solicit, initiate or encourage (including by way of
furnishing information), or take any other action designed to facilitate, any
inquiries or the making of any proposal which constitutes any Acquisition
Proposal or (b) participate in any discussions or negotiations regarding any
Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal"
means, other than the transactions contemplated by this Agreement, any inquiry,
proposal or offer from any Person relating to any (i) direct or indirect
acquisition or purchase of all or substantially all of the business or assets of
the Company or any of its Subsidiaries, (ii) direct or indirect acquisition or
purchase of any equity securities of the Company or any of its Subsidiaries,
(iii) tender offer or exchange offer that if consummated would result in any
Person beneficially owning any equity securities of the Company or any of its
Subsidiaries, or (iv) merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction involving the
Company or any of its Subsidiaries. None of the Company, First Magnus or the
Representing Sellers shall, and the Sellers shall cause the Company and its
Subsidiaries not to, enter into any letter of intent, agreement in principle,
acquisition agreement or other similar agreement related to any Acquisition
Proposal.

     8.1.4 Access to Information and Premises. The Representing Sellers shall
cause the Company and each of its Subsidiaries to afford to the Buyer and to the
officers, employees working on the transaction, accountants, counsel, financial
advisors and other representatives of the Buyer with a "need to know" reasonable
access during normal business hours and on reasonable notice to the Company
during the period prior to the Closing Date to its respective documents and
records concerning its respective properties, books, contracts, commitments,
personnel, customers, vendors and records and all other information concerning
its respective business, properties and personnel as the Buyer may reasonably
request.

     8.1.5 Intercompany Indebtedness and Certain Payments. All of the
Indebtedness of any Core Member to the Company or Trinity India shall be repaid
to the Company or Trinity India, as the case may be, in full prior to the
Closing. All of the inter-company Indebtedness between the Company on the
one-hand and the Trinity India on the other shall be fully paid prior to the
Closing, except as otherwise prohibited by applicable Law.

                                       45


     8.1.6 Issue of Shares. The Sellers shall ensure that the Company shall not,
from the date of execution of this Agreement till the Closing Date, issue any
Shares including the common stock of the Company.

     8.1.7 Update of Disclosure Schedules. The Sellers shall have the right to
update the schedules to this Agreement until the Closing Date;. provided,
however, if any such change or modification to the schedules discloses a
Material Adverse Effect or is reasonably expected to have a Material Adverse
Effect on the Company and its Subsidiaries taken as a whole from the
disclosures, the Buyer shall have a right to terminate this Agreement (without
any liability whatsoever pursuant to Article 10 of this Agreement).

     8.1.8 Cash Retention. The Representing Sellers shall cause the Company and
Trinity India as a whole, and in addition to the existing net working capital
reflected in the Company's Interim Financial Statements, to retain as cash in
hand, net of Selling Expenses and any unreserved Taxes, penalties and fines, at
least United States $2.1 million on the Closing Date. The remainder amounts
possessed by the Company on the Closing Date after setting aside the aforesaid
amounts shall be paid to the Sellers.

     8.1.9 Form 5471. The Representing Sellers shall cause the Company to file a
return under Form 5471 under the IRS, and shall cause the Company to pay all
associated costs, taxes, liabilities in this regard.

     8.2 Buyer Covenants

     8.2.1 Conduct of Business by Buyer and each of its Subsidiaries. Except as
otherwise expressly contemplated by this Agreement, during the period from the
date of this Agreement to the earlier of (a) the termination of this Agreement
pursuant to Article 10, or (b) the Closing Date, Buyer and any of its
Subsidiaries shall not, during the period from the date of this Agreement to the
Closing Date, except as expressly contemplated by any other provision of this
Agreement, without prior written notice to the Shareholder Representatives:

          (i) amend its memorandum and articles of association or by-laws (or
     equivalent constitutional and charter documents) or the Investment
     Agreement (except as expressly contemplated by this Agreement);

          (ii) terminate any Key Employees, or encourage any Key Employees to
     resign;

     provided that, if the Buyer and/or any of its Subsidiaries gives a notice
to the Sellers under Section 8.2.1 of either (i) or (ii) or if one or both of
British Airways or Warburg Pincus have ceased to be shareholders of, or if
Warburg Pincus has sold off a majority of its shareholding in the Buyer shall
give the Shareholder Representatives notice of this, and, in each case of the
foregoing, the Sellers shall have the right not to consummate the transactions
contemplated in this Agreement, and in such circumstances the Sellers shall have
no remedy against the Buyer and/or any of its Subsidiaries for any breach of the
covenants. The Sellers shall have a remedy against the Buyer for any breach of
covenants if a notice is not given on behalf of the Buyer to the Sellers under
this Section 8.2.1.

                                       46


     8.2.2 Advice of Changes; Other Actions. During the period from the date
hereof until the earlier of the termination of this Agreement pursuant to
Article 10 or the Closing Date, the Buyer shall promptly advise the Shareholder
Representatives and the Company orally and in writing to the extent the Buyer
has knowledge of any change or event having, or which could reasonably be
expected to (A) imminently have a Material Adverse Effect on the Buyer and any
of its Subsidiaries taken as a whole, (B) materially and adversely affect the
accuracy of the representations and warranties of the Buyer contained herein, or
(C) cause the conditions set forth in Article 9 to be satisfied.

     8.2.3 Investment Agreement. The Buyer agrees that the Sellers receiving
Stock Consideration will become a party to the Investment Agreement through the
Deed of Adherence and will take on record with effect from the Closing such Deed
of Adherence at a meeting of the Board of Directors to be first held subsequent
to the Closing Date. In addition, if the Buyer or one or more of its
Subsidiaries engages in a public offering or flotation or change of control
transaction with a listed or quoted company, the Buyer agrees that if there is
an exchange or conversion of any Shares, then subject to applicable Law, the
Accredited Sellers will be included in such an exchange and have the right to
receive the same type of securities as the other shareholders of the Buyer.

     8.2.4 Issue of Shares. The Buyer agrees that after the Closing Date for so
long as Warburg Pincus holds more than 50% of the issued and outstanding share
capital of the Buyer, the Buyer will not issue on a preferential basis to
Warburg Pincus (except for any rights issues made to all holders of the
Company's Common Stock) any additional shares of its Common Stock at a price
less than the fair market value of such shares as on the date of such issue of
shares, provided, however, that the Buyer shall no longer be bound by this
obligation upon the occurrence of an initial public offering of any of the
shares of the Buyer.

     8.2.5 Update of Disclosure Schedules. The Buyer shall have the right to
update the schedules to this Agreement until the Closing Date; provided,
however, if any such change or modification to the schedules discloses an event
or circumstance or facts that has had or is reasonably expected to have a
Material Adverse Effect on the Buyer and its Subsidiaries taken as a whole, the
Shareholder Representatives shall, subject to Article 10, have a right to
terminate this Agreement without any liability whatsoever.

     8.2.6 Filings for resignation of Seller Nominee Directors. The Buyer shall,
or shall cause the Company and its Subsidiaries, as soon as practicable after
Closing, to file all necessary forms with the concerned Registrar of Companies
to effect the resignation of the Seller Nominee Directors and appoint
replacement directors.

     8.3 Reciprocal Covenants

     8.3.1 Access to Information and Premises. Each party shall (and cause each
of its subsidiaries and affiliates as applicable) to afford to the other (and
its officers, employees, accountants, counsel, financial advisors and other
representatives) access during normal business hours and on reasonable notice
during the period prior to the Closing Date to all of its respective documents
and records concerning its respective properties, books, contracts,

                                       47


commitments, personnel, customers, vendors and records and all other information
concerning its respective business, properties and personnel as Company or Buyer
may reasonably request.

     8.3.2 Cooperation. Each of the Parties shall use its reasonable best
efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to cause the conditions set forth in Article 9 to
be satisfied and otherwise to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement;
provided, however, that the obligations of each Party under this Section 8.3.2
shall not limit or otherwise affect any remedies available to the other Parties.

     8.3.3 Confidentiality. Any communications between the Parties, the terms
and conditions of this Agreement, the documents contemplated hereby and the
transactions contemplated hereunder, and any other information and other
material supplied to or received by one party from the other party which is
either marked "Confidential" or is by its nature intended to be exclusively for
the knowledge of the recipient alone and any information concerning the business
of Buyer or the Company, or either party's Subsidiaries or Affiliates or the
business, transactions, operations or financial arrangements of the disclosing
party or of any Person with whom any of them has a confidential relationship
(together, the "Confidential Information"), shall not be disclosed by the
recipient to any third Persons (other than to the recipient's Affiliates or
their officers, employees and advisers on a need to know basis) unless or until:

          (i) such information is received from a third Person without any
     condition of confidentiality; or

          (ii) the recipient is compelled to disclose such information by any
     Governmental Authority or pursuant to any Law; or

          (iii) the recipient can reasonably demonstrate that the information is
     available in the public domain, whereupon, to the extent that it is public,
     this obligation shall cease; or

          (iv) it is required to be furnished to the bankers of or investors or
     potential bankers or investors in Buyer and in such case such disclosure
     shall only be made in confidence after the Closing and the recipient shall
     procure that each such Person to whom disclosure is made shall before such
     disclosure give an undertaking on the same terms as this or otherwise be
     bound by appropriate confidentiality obligations or restrictions.

     8.3.4 Public Announcement. The Parties shall not issue, or cause the
issuance or publication of, any press release or other announcement or public
communication concerning this Agreement, their negotiations or the transactions
contemplated by this Agreement or any of the Ancillary Agreements, except (i)
with the prior approval of the other Parties (except that the approval of the
Shareholder Representative and First Magnus-I shall constitute approval of all
the Sellers and the Company, or (ii) when required by Law, after intimation (of
not less than forty eight (48) hours prior to such press release, announcement
or communication unless

                                       48


otherwise required by any Governmental Authority) to the other parties hereto,
and then only to the extent required by Law.

     8.3.5 Reliance. Each Party acknowledges that the other Parties have entered
into this Agreement upon the basis of, and in reliance upon the representations,
warranties and covenants herein contained.

     8.3.6 Reasonable Best Efforts; Cooperation. Each of the Parties shall use
all commercially reasonable efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, and to assist and cooperate with the other
parties in doing, all things necessary, proper or advisable to cause the
conditions set forth in Article 9 to be satisfied and otherwise to consummate
and make effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement; provided, however, that the obligations of each
Party under this Section 8.3.6 shall not limit or otherwise affect any remedies
available to the other Parties.

                          ARTICLE 9: CLOSING CONDITIONS

     9.1 Conditions to the Obligations of the Buyer to Effect the Transactions
Contemplated under this Agreement. The obligations of the Buyer to effect the
transactions contemplated under this Agreement are subject to the satisfaction
or waiver in writing at or prior to the Closing of the following conditions:

          (a) Representations and Warranties. The representations and warranties
     of the Representing Sellers and First Magnus-I set forth herein shall be
     true and correct in all material respects (except for such representations
     and warranties that are qualified by their terms by a reference to
     materiality, which representations and warranties as so qualified shall be
     true and correct in all respects) both when made and at and as of the
     Closing Date, as if made at and as of such time.

          (b) Performance of Agreements and Covenants. Each and all of the
     agreements and covenants of the Sellers (including the Shareholder
     Representative) to be performed and complied with pursuant to this
     Agreement at or prior to Closing shall have been duly performed in all
     material respects.

          (c) Delivery of Documents. The Sellers shall have delivered, or cause
     to be delivered, to the Buyer all of the documents required by Section 3.2,
     and each such document shall be in form or substance reasonably
     satisfactory to Buyer.

          (d) No Injunctions or Restraints. No judgment, Order, decree, statute,
     Law, ordinance, rule or regulation, entered, enacted, promulgated, enforced
     or issued by any court or other Governmental Authority of competent
     jurisdiction or other legal restraint or prohibition (collectively,
     "Restraints") on the transactions contemplated under this Agreement, or
     seeking to prohibit the transactions contemplated under this Agreement
     shall be in effect.

          (e) No Material Adverse Change. There shall not have occurred any
     Materially Adverse Effect on the Company or its Subsidiaries taken as a
     whole.

                                       49


          (f) Board and Shareholder Approval. The approvals of the directors and
     shareholders of the Company and each of its Subsidiaries contemplated by
     Section 3.2 and shall have been duly obtained as so contemplated.

          (g) Advance. The earnest money/advance payment made by Trinity India
     to VLS Capital Limited under the terms of a Memorandum of Understanding
     dated January 27, 2005 and the Agreement to Sell dated February 25, 2005,
     will have been repaid by VLS Capital Limited to Trinity India along with
     interest, if any.

          (h) Core Members Indebtedness. All of the Indebtedness of any Core
     Member to the Company or Trinity India shall have been repaid in full.

          (i) Company and Trinity India Indebtedness. All of the inter-company
     Indebtedness between the Company on the one-hand and the Trinity India on
     the other shall have been paid in full, except for those listed on Schedule
     9.1(i).

     9.2 Conditions to the Sellers' Obligations to Effect the Transactions
Contemplated under this Agreement. The obligation of the Sellers to effect the
transactions contemplated under this Agreement are subject to the satisfaction
or waiver in writing by each of the Shareholder Representative and First Magnus
at or prior to the Closing of the following conditions:

          (a) Representations and Warranties. The representations and warranties
     of the Buyer set forth herein shall be true and correct in all material
     respects (except for such representations and warranties that are qualified
     by their terms by a reference to materiality, which representations and
     warranties as so qualified shall be true and correct in all respects) both
     when made and at and as of the Closing Date, as if made at and as of such
     time.

          (b) Performance of Agreements and Covenants. Each and all of the
     agreements and covenants of the Buyer to be performed and complied with
     pursuant to this Agreement at or prior to Closing shall have been duly
     performed and complied with in all material respects.

          (c) Delivery of Documents. The Buyer shall have delivered, or caused
     to be delivered, to the Sellers all of the documents required by Section
     3.3, each in form and substance reasonably satisfactory to the Shareholder
     Representative and First Magnus.

          (d) No Injunctions or Restraints. No Restraints affecting the
     transactions contemplated under this Agreement or seeking to prohibit the
     transactions contemplated under this Agreement shall be in effect.

          (e) No Material Adverse Change. There shall not have occurred any
     Material Adverse Effect on the Buyer or its Subsidiaries taken as a whole.

          (f) Board and Shareholders Approval. The approvals of the directors
     (and shareholders if applicable) of the Buyer contemplated by Section 3.3
     shall have been duly obtained as so contemplated.

                                       50


                             ARTICLE 10: TERMINATION

     10.1 Termination of this Agreement. Notwithstanding any provision contained
in the Agreement to the contrary, this Agreement may be terminated at any time
prior to the Closing as follows, and in no other manner:

          (a) Written Agreement. By written agreement executed by the Buyer, on
     the one hand, and each of the Shareholder Representatives, on the other
     hand, at any time prior to the Closing.

          (b) End Date. By the Buyer or the Shareholder Representatives acting
     collectively if the Closing shall not have occurred by November 18, 2005 or
     such other date as mutually agreed by the parties (the "End Date");
     provided, however, that the right to terminate this Agreement under this
     Section 10.1(b) shall not be available to any Party whose action or failure
     to act has been a principal cause of or resulted in the failure of the
     Closing Date to occur on or before such date and such action or failure to
     act constitutes a breach of this Agreement, or (ii) if the delay is due to
     a requirement of Law or the inquiry of a Governmental Authority then the
     parties shall mutually agree a new End Date.

          (c) Material Breach by the Sellers. By the Buyer, if any of the
     Sellers shall have breached or failed to perform in any material respect
     any of its/his/her respective representations, warranties, covenants or
     other agreements contained in this Agreement, and such breach or failure to
     perform (A) is not cured within 30 days after written notice thereof or (B)
     is incapable of being cured by the Sellers, as the case may be.

          (d) Material Breach by the Buyer. By the Shareholder Representatives
     acting collectively, if the Buyer shall have breached or failed to perform
     in any material respect any of its respective representations, warranties,
     covenants or other agreements contained in this Agreement, and such breach
     or failure to perform (A) is not cured within 30 days after written notice
     thereof or (B) is incapable of being cured by the Buyer, as the case may
     be.

     10.2 Effect of Termination. Notwithstanding any provision of this
Agreement, no Shareholder Representative alone or acting singly shall be
entitled to or shall terminate this Agreement. Where any provision entitles a
Shareholder Representative to terminate this Agreement, the exercise of such
right will be effective if and only if both Shareholder Representatives together
execute a written notice of termination. In the event that this Agreement is
terminated pursuant to Section 10.1, all obligations of the Parties under this
Agreement shall terminate and none of the parties shall have any liability or
obligation to any of the other Parties other than (i) under the provisions of
this Section 10.2, Article 11 and Article 12 or (ii) on account of and only to
the extent of any breach hereunder arising prior to such termination.

                              ARTICLE 11: REMEDIES

     11.1 Indemnification by the Representing Sellers and First Magnus. The
Representing Sellers and First Magnus, as the case may be, shall jointly but not
severally indemnify and hold harmless the Buyer, and its respective officers,
directors, employees, agents and Affiliates (the

                                       51


"Buyer Indemnified Parties") from and against any and all losses, liabilities,
claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs,
fees, expenses (including, but not limited to, reasonable attorneys' fees) and
disbursements (collectively "Losses") actually sustained by any of such Buyer
Indemnified Parties based upon, arising out of or otherwise in respect of:

          (a) any inaccuracies in or any breach of any representation or
     warranty made by him or it in this Agreement, as the case may be;

          (b) any breach of any covenant, obligation or agreement of him or it
     under this Agreement as the case may be;

          (c) any claims for Taxes (or the non-payment thereof) of the Company
     and the Subsidiaries for any Pre-Closing Tax Period and any Pre-Closing
     Straddle Period including (i) all Taxes of any member of an affiliated,
     combined or unitary group of which the Company or any Subsidiary is or was
     a member on or prior to the Closing Date, including pursuant to Treasury
     Regulation Section 1.1502-6 or any analogous or similar state, local or
     foreign law; and/or (ii) any and all Taxes of any other Person imposed on
     the Company or any Subsidiary, as a transferee or successor or otherwise,
     by contract or pursuant to any Law, which Taxes relate to an event or
     transaction occurring on or before the Closing Date, but the Taxes subject
     to this subsection (c) of this Section 11.1 shall not include (A) any Taxes
     for which adequate reserves in accordance with US GAAP are reflected in the
     Financial Statements, and/or (B) any Taxes incurred as a result of the
     actions or inactions taken or not taken at the express direction of the
     Buyer or one of its Affiliates in anticipation of the transactions
     contemplated by this Agreement and the other Ancillary Agreements (but
     excluding any Taxes resulting from any gains on the sale by any Sellers of
     their Shares for which the Sellers shall remain liable); and

          (d) any Selling Expenses not fully paid on or prior to the Closing
     Date.

     11.2 Indemnification by Buyer. The Buyer shall indemnify and hold harmless
the Sellers and their respective members, agents, employees and Affiliates (the
"Seller Indemnified Parties") from and against any and all Losses actually
sustained by any of such Seller Indemnified Parties based upon, arising out of
or otherwise in respect of:

          (a) any inaccuracies in or any breach of any representation or
     warranty of the Buyer contained in this Agreement;

          (b) any breach of covenant, obligation or agreement of the Buyer
     contained in this Agreement;

          (c) for any Post-Closing Tax matters; and

          (d) for any Buyer Transfer Taxes.

     11.3 Notice and Opportunity to Defend

                                       52


          (a) Notice of Asserted Liability. As soon as is reasonably practicable
     and in any case not more than thirty (30) calendar days after a Seller
     Indemnified Party, on the one hand, or the Buyer, on the other hand,
     becomes aware of any claim that it has or they have under Section 11.1 or
     Section 11.2 hereof, as the case may be, that may result in a Loss (a
     "Liability Claim"), such party (the "Indemnified Party") shall give notice
     thereof (a "Claims Notice") to the other party (the "Indemnifying Party").
     A Claims Notice shall describe the Liability Claim in reasonable detail,
     and shall indicate the amount (estimated to the extent feasible) of the
     Loss that has been or is reasonably likely to be suffered by the
     Indemnified Party. No delay in or failure to give a Claims Notice by the
     Indemnified Party to the Indemnifying Party pursuant to this Section
     11.3(a) shall adversely affect any of the other rights or remedies which
     the Indemnified Party has under this Agreement, or alter or relieve the
     Indemnifying Party of its obligation to indemnify the Indemnified Party
     except to the extent that such delay or failure results in prejudice to the
     Indemnifying Party.

          (b) Opportunity to Defend. The Indemnifying Party shall have the
     right, exercisable by written notice to the Indemnified Party within thirty
     (30) calendar days after receipt of a Claims Notice from the Indemnified
     Party of the commencement or assertion of any Liability Claim in respect of
     which indemnity may be sought hereunder, to assume and conduct the defense
     of such Liability Claim in accordance with the limits set forth in this
     Agreement with counsel selected by the Indemnifying Party and reasonably
     acceptable to the Indemnified Party. If the Indemnifying Party does not
     assume the defense of a Liability Claim in accordance with this Section
     11.3(b), the Indemnified Party may continue to defend the Liability Claim
     with counsel of its choice. If the Indemnifying Party has assumed the
     defense of a Liability Claim as provided in this Section 11.3(b), the
     Indemnifying Party will not be liable for any legal expenses subsequently
     incurred by the Indemnified Party in connection with the defense thereof
     and shall control the defense; provided, however, that if the Indemnifying
     Party fails to take reasonable steps necessary to defend diligently such
     Liability Claim, the Indemnified Party may assume and control its own
     defense, and the Indemnifying Party shall be liable for all reasonable
     costs or expenses paid or incurred in connection therewith. The
     Indemnifying Party or the Indemnified Party, as the case may be, shall at
     all times have the right to participate in (but not control), at its own
     expense, the defense of any Liability Claim which the other is defending as
     provided in this Agreement but not to the extent it would or would be
     reasonably likely to result in prejudice to the Indemnifying Party unless
     the Indemnifying Party either fails to assume the defense of a Liability
     Claim or fails to take reasonable steps necessary to defend diligently such
     Liability Claim. The Indemnifying Party, if it shall have assumed the
     defense of any Liability Claim as provided in this Agreement, shall not,
     without the prior written consent of the Indemnified Party, which shall not
     be unreasonably withheld, consent to a settlement of, or the entry of any
     judgment arising from, any such Liability Claim which (1) does not include
     as an unconditional term thereof, the giving by the claimant or the
     plaintiff to the Indemnified Party a complete release from all liability
     under such Liability Claim, or (2) grants any injunctive or equitable
     relief against such Indemnified Party or its Affiliates The Indemnified
     Party shall have the right to settle any Liability Claim, the defense of
     which has not been assumed by the Indemnifying Party.

                                       53


          (c) Other Actions. Indemnified Persons shall act in a commercially
     reasonable manner in addressing any Losses that may provide the basis for
     an indemnifiable claim (that is, the Indemnified Person shall respond to
     such Losses in the same manner that it would respond to such Loss in the
     absence of the indemnification provided for in this Agreement). Any request
     for indemnification of specific costs shall include invoices and supporting
     documents containing reasonably detailed information about the Losses for
     which indemnification is being sought.

     11.4 Indemnity Payments. Any payment made by any Sellers pursuant to
Section 11.1 and any payment made by the Buyer pursuant to Section 11.2 shall be
made free and clear of and without deduction for or on account of any Taxes,
charges, fees, costs, expenses or duties except as may be required by any Law.
If any Taxes or amounts in respect of such charges, fees, costs, expenses or
duties must be deducted, or any other deductions must be made, from any amounts
payable or paid pursuant to Section 11.1 or Section 11.2, such additional
amounts must be paid by the applicable Party as may be necessary to ensure that
the receiving party receives a net amount equal to the full amount which it
would have received had payment not been made subject to such Taxes, charges,
fees, costs, expenses or duties, provided that the parties will treat any
indemnification payments as an adjustment to purchase price unless otherwise
expressly required by Law.

     11.5 Survival. All of the representations and warranties contained in this
Agreement shall survive for a period of eighteen (18) months from the Closing
Date; provided, however, that representations and warranties relating to Taxes
will survive until one (1) month following the expiration of the applicable
period of time specified in the relevant statute during which the relevant
authorities may bring a claim or make an assessment for Taxes ("Survival
Period"). No Indemnified Party shall be entitled to make or give notice of any
Loss with respect to the representations or warranties contained in this
Agreement after the expiration of the applicable Survival Period, except that
each Liability Claim initiated by an Indemnified Party prior to the expiration
of the applicable Survival Period shall survive until it is settled or resolved.

     11.6 Limitations on Indemnity

          (a) None of First Magnus or the Representing Sellers will have any
          obligation to indemnify the Buyer Indemnified Parties pursuant to
          Section 11.1(a) (Breach of Representation or Warranty) for a claim
          (regardless of whether the claim arises or results from any claim from
          any third party or otherwise) until the amount of the Losses for a
          claim actually suffered by the Buyer Indemnified Parties in respect of
          such claim exceeds US$200,000 (the "SB Claim Threshold"). If the Buyer
          Indemnified Parties:

               (i) make a claim under Section 11.1(a) (Breach of Representation
          and Warranty) (regardless of whether such claim arises or results from
          any claim from any third party or otherwise) for any Losses actually
          suffered by the Buyer Indemnified Parties that exceed the SB Claim
          Threshold, the Representing Sellers or First Magnus, as the case may
          be, shall indemnify the Buyer Indemnified Parties for the entire
          amount of such Losses (including, without limitation, in

                                       54


          respect of any Losses below the SB Claim Threshold) for the claim,
          subject to the limitations set forth below in Section 11.6(c); or

               (ii) make a claim under Section 11.1(b) (Breach of Covenant or
          Agreement) in respect of any Losses actually suffered for breach of
          any covenant, obligation or agreement of First Magnus or the
          Representing Sellers or under Section 11.1(c) (Taxes) or 11.1(d)
          (Selling Expenses), the Representing Sellers and First Magnus shall
          indemnify the Buyer Indemnified Parties for the entire amount of such
          Losses subject to the limitations set forth below in Section 11.6(c);
          it being understood, acknowledged and agreed by the Parties that the
          SB Claim Threshold shall not apply to such claims.

          (b) The Buyer will have no obligation to indemnify the Seller
          Indemnified Parties pursuant to Section 11.2 of this Agreement for a
          claim (regardless of whether such claim arises or results from any
          claim from any third party or otherwise):

          provided however if the Seller Indemnified Parties;

               (i) make a claim (other than a Third Party Claim (as defined)
          under Section 11.2(a) (Breach of Representation or Warranty) for any
          Losses actually suffered by a Seller Indemnified Parties, or for
          purposes of measuring the Loss, the Buyer or its Affiliates that
          exceed the SB Claim Threshold, the Buyer shall indemnify the Seller
          Indemnified Parties for the entire amount of such Losses (including,
          without limitation, in respect of any Losses below the SB Claim
          Threshold) provided the fair market value of a WNS Share (or if
          exchanged or converted, its equivalent) at the time such claim arises
          (and not at the time the claim is made, notified, processed or
          otherwise) is below GBP 3.50 per WNS Share (or if exchanged or
          converted, its equivalent) (the "Pound3.50 Seller Claim Condition")
          and subject to the limitations set forth below in Section 11(d); or

               (ii) make a claim under any part of Section 11.2 based on a Loss
          resulting to a Seller Indemnified Party from a claim on a Seller
          Indemnified Party from a Third Party (a "Third Party Claim"), for any
          Losses actually suffered by the Seller Indemnified Parties that
          exceeds the SB Claim Threshold, the Buyer shall indemnify the Seller
          Indemnified Parties for the entire amount of such Losses (including,
          without limitation, in respect of any Losses below the SB Claim
          Threshold); provided, however that the Buyer will have the opportunity
          to defend the claim in accordance with Section 11.3(b); and provided
          further that if the Buyer does proceed diligently to defend such claim
          pursuant to Section 11.3(b) and satisfies such Losses then the Buyer
          shall not be further obligated to indemnify the Seller Indemnified
          Parties unless the Pound3.50 Seller Claim Condition is satisfied; or

               (iii) make a claim under Section 11.2(b) (Covenants and
          Agreements) in respect of any Losses actually suffered for breach of
          any covenant, obligation or agreement of the Buyer under Section
          11.2(c) (Post-Closing Tax Matters) or

                                       55


          Section 11.2(d) (Buyer Transfer Taxes), in each case arising as a
          result of a non-Third Party Claim, the Buyer shall indemnify the
          Seller Indemnified Parties for the entire amount of such Losses
          subject to the limitations set forth below at the end of this
          subsection (c) and Section 11.6(d) and provided that the Pound3.50
          Seller Claim Condition is satisfied; it being understood, acknowledged
          and agreed by the Parties that the SB Claim Threshold shall not apply
          to such claims.

     Notwithstanding the foregoing, the maximum amount that the Seller
     Indemnified Parties may claim hereunder in respect of a single claim under
     Section 11.6(b) shall not exceed the Sellers, percentage shareholding of
     the total issued and outstanding shares of the Buyer at the time the claim
     arises (and not at the time the claim is made, notified, processed or
     otherwise); provided, however, that such amount shall not exceed six
     percent (6%) of the total value of the Loss suffered by the Buyer as a
     result of the matter that forms the basis of such claim.

          (c) The obligations of First Magnus and the Representing Sellers to
     indemnify the Buyer Indemnified Parties under Sections 11.1(a) (Breach of
     Representation and Warranty) and 11.1(b) (Breach of Covenants) in respect
     of all claims under Sections 11.1(a) (Breach of Representation and
     Warranty) and 11.1(b) (Breach of Covenants) shall not exceed the lower of
     (the "Indemnity Cap"):

               (i) US $19,000,000 and

               (ii) an amount in US dollars (at the then-prevailing US
          Dollar-GBP exchange rate published in the European Wall Street
          Journal) that is the product of:

                    (1) the then-current fair market value of a WNS Share at the
               time the claim arises (and not at the time the claim is made,
               notified, processed or otherwise) and

                    (2) the total number of WNS Shares issued to the Sellers
               under this Agreement.

          Notwithstanding any provision of this Agreement, the Indemnity Cap
          shall not apply to any claims

               (i) in respect of any inaccuracy in or a breach of the
          representations and warranties contained in Sections 4.2 (Good Title)
          and Section 4.4 (Capitalization of the Company) and Section 5A.3 (Good
          Title Representation and Warranty by First Magnus) (but only vis-a-vis
          First Magnus);

               (ii) in respect of a breach of the covenants, obligations and/or
          agreements contained in Section 8.1(vii)(Liabilities Outside the
          Ordinary Course of Business), (viii)(Capital Expenditures) and
          (x)(Litigation) and a breach of this Article 11;

                                       56


               (iii) based on fraud in connection with this Agreement, the
          Escrow Agreement, any officers certificates delivered hereunder or the
          transactions contemplated hereby and thereby; and/or

               (iv) under Sections 11.1(c) (Pre-Closing Taxes) and 11.1(d)
          (Selling Expenses).

               (d) The obligations of the Buyer to indemnify the Seller
          Indemnified Parties under Sections 11.2(a) (Breach of Representation
          and Warranty) and 11.2(b) (Breach of Covenants) in respect of all
          claims under Sections 11.2(a) and Section 11.2(b) shall not exceed US$
          19,000,000; provided, however, that, notwithstanding any provision of
          this Agreement, this limitation shall not apply to any claims (W) in
          respect of any inaccuracy in or a breach of the representations and
          warranties contained in Sections 6.2 (WNS Shares) and 6.4
          (Capitalization of the Buyer), (X) in respect of a breach of this
          Article 11; (Y) based on fraud in connection with this Agreement and
          the Escrow Agreements, any officers certificates delivered hereunder
          or the transactions contemplated hereby and thereby; and/ or (Z) under
          Sections 11.2(c) (Post-Closing Taxes) and 11.2(d) (Buyer Transfer
          Taxes).

     11.7 Adjustment for Insurance Benefit. Any indemnification payable in
accordance with this Section 11.7 shall be net of any amounts actually recovered
(after deducting related costs and expenses) by the Indemnified Party for the
Losses for which such indemnification payment is made under any insurance
policy, warranty or indemnity from any Person other than a party hereto. Each
Party agrees to waive as against the other any rights of subrogation (if
applicable) it may have with regard to insurance, and an Indemnified Person
shall use reasonable efforts to collect any amounts available under any such
insurance policy, warranty or indemnity from any Person other than a party
hereto.

     11.8 Sole and Exclusive Remedy. Except in respect of breaches of the
representations, warranties and covenants contained in Section 5(B) (Accredited
Investor Representations), the indemnities provided for in this Article 11 shall
be the sole and exclusive remedies of the Indemnified Parties under this
Agreement. The Parties shall not be entitled to a rescission of this Agreement,
or to any further indemnification rights or other claims of any nature
whatsoever in respect thereof (whether by contract, common law, statute, law,
regulation or otherwise, including, without limitation, under the Racketeer
Influence and Corrupt Organizations Act of 1970, as amended), all of which the
Parties hereby waive; provided, however, nothing herein is intended to waive any
claims for fraud.

                            ARTICLE 12: MISCELLANEOUS

     12.1 Further Assurances. From and after the date of this Agreement, at the
request of the Buyer, the Shareholder Representative shall execute and deliver
or cause to be executed and delivered to the Buyer or the Company such deeds,
bills of sale, assignments or other instruments to the Buyer or the Company in
addition to those required by this Agreement, as the Buyer or the Company may
reasonably request, in order to implement the transactions contemplated by this
Agreement.

                                       57


     12.2 Expenses. Except and unless as specifically noted herein, each of the
parties hereto shall bear their respective expenses incurred or to be incurred
in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

     12.3 No Assignment. The rights and obligations of the Parties hereunder may
not be assigned without the prior written consent of the other Party hereto.
Notwithstanding the previous sentence, the Buyer may, without the consent of the
Sellers, assign its rights under this Agreement to any lender of the Buyer or to
any Affiliate or any Subsidiary of the Buyer so long as Buyer shall remain
responsible for its obligations hereunder.

     12.4 Headings. The headings contained in this Agreement are included for
purposes of convenience only, and shall not affect the meaning or interpretation
of this Agreement.

     12.5 Integration, Modification and Waiver. This Agreement, together with
the Exhibits, Schedules and certificates or other instruments delivered
hereunder, constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes all prior understandings of the
Parties. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the Buyer. No waiver of any of the
provisions of this Agreement shall be deemed to be or shall constitute a
continuing waiver unless otherwise specified in an express written waiver signed
by each of the party or parties to be bound by it. No waiver shall be binding
unless executed in writing by the Party making the waiver.

     12.6 Construction. The Parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or Law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. Any reference to the
singular in this Agreement shall also include the plural and vice versa. Any
notice to be provided to, or any consent to be obtained from, the Sellers shall
mean that such notice shall be provided to, or such consent shall be obtained
from, the Shareholder Representative, acting for and on behalf of the Sellers.

     12.7 Severability. If any provision of this Agreement or the application of
any provision hereof to any Party or circumstance shall, to any extent, be
adjudged invalid or unenforceable, the application of the remainder of such
provision to such Party or circumstance, the application of such provision to
other Parties or circumstances, and the application of the remainder of this
Agreement shall not be affected thereby.

     12.8 Notices. Except as expressly set forth herein, all notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered in person or when dispatched by
electronic facsimile transfer (if confirmed in writing by mail simultaneously
dispatched) or four (4) Business Days after having been dispatched by an
internationally recognized overnight courier service to the appropriate party at
the address or facsimile number specified below (unless being sent from

                                       58


and to an address in the United States, in which case the length of the time
shall be one (1) Business Day (instead of four (4)):

          If to the Sellers (Other than First Magnus):

             Mr. Vivek Shivpuri
             Attn:  Shareholder Representative
             7520 East Placita Ventana Nayes,
             Tucson, Arizona 85750, USA
             Facsimile No.: +1 520 202-9711

          If to First Magnus:

             First Magnus Financial Corporation
             603 North Wilmot
             Tucson, Arizona 85711, USA
             Attn: General Counsel - Douglas Lemke
             Facsimile: +1 520 202-0223

          with a copy in each case to:

             Thompson Legal Advisory Services
             229 Brannan Street, Suite 18G
             San Francisco, CA  94107, USA
             Attention: Tamara L. Thompson
             Facsimile: + 1 415 896-5166

             If to the Buyer:

             WNS Global Services (P) Ltd.
             Gate No. 4, Godrej & Boyce Complex,
             Pirojshanagar, Vikhroli(W),
             Mumbai 400079, INDIA.
             Attention: Mr. Zubin Dubash
             Facsimile No.: +91 22 2518 8311

             with a copy to:

             P&A Law Offices
             1st Floor, Dr. Gopal Das Bhavan
             28, Barakhamba Road
             New Delhi 110 001, INDIA
             Attention: Mr. Anand Pathak
             Facsimile: +91 11 2335 3761

                                       59


     Any Party hereto may change its address or facsimile number for the
purposes of this Section 12.8 by giving notice as provided herein.

     12.9 Dispute Resolution.

          (a) All disputes arising directly under or in connection with this
     Agreement, the validity of this Agreement or the grounds for termination
     thereof, including whether any payments may be due under this Agreement and
     if so on what terms and value, shall be resolved as follows: A
     representative of the senior management of the Buyer and the Shareholder
     Representative shall meet within 30 (thirty) calendar days of such dispute
     arising at the head office of the Company in USA to attempt to resolve any
     such dispute. The meetings shall be conducted in English. If the dispute
     cannot be resolved within 30 calendar days of such meeting, either of the
     representatives may make a written demand for formal dispute resolution and
     specify therein the scope of the dispute. Within thirty (30) days after
     such written notification, the Parties shall meet for one day at the head
     office of the Company in USA with an impartial mediator who is conversant
     in the English language jointly selected by such representatives and
     consider dispute resolution alternatives other than litigation. The
     meetings shall be conducted in English. If an alternative method of dispute
     resolution is not agreed upon within thirty (30) days after such one-day
     meeting, either representative may begin litigation proceedings in the
     courts of Delaware, which shall have exclusive jurisdiction in relation to
     all such disputes referred to in this Section 12.9(a).

          (b) Notwithstanding the provisions of Section 12.9(a), each of the
     Buyer and the Shareholders or the Shareholder Representatives shall have
     the right, without the requirement of first seeking a remedy through any
     dispute resolution alternative (including arbitration) that has been agreed
     upon, only to seek preliminary injunctive or other equitable relief in any
     proper court in the event that such Person determines that eventual redress
     through the dispute resolution alternative will not provide a sufficient
     remedy for any violation of this Agreement.

          (c) In no event shall disputes under any employment agreements, or
     relating to any offers of employment to current employees of the Company,
     be governed by this Section 12.9.

     12.10 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware in the United
States of America without regard to principles of conflicts of law. The Parties
hereto expressly submit to the exclusive jurisdiction of the courts of the State
of Delaware subject to Section 12.9(a) and (b). Upon the rendering of a judgment
by a court of competent jurisdiction in the State of Delaware against any Party,
the other Parties shall be entitled to enforce such judgment against such other
Party wherever the assets of such first Party are located (including, if
necessary or advisable, by seeking an order from a court of competent
jurisdiction in the jurisdiction where such assets are located).

                                       60


     12.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     12.12 Waiver and Release. Each Representing Sellers and First Magnus hereby
irrevocably and forever waives and releases the Company, its Subsidiaries and
Affiliates and the Buyer and their respective officers and directors, (i) from
any and all claims now or hereafter arising in respect of the consideration
received by him or it (as the case may be) pursuant to the transactions
contemplated hereby, and (ii) regarding any claim based upon or relating to
unfair treatment in connection with the payment of the Transaction Consideration
or any portion thereof and his or its (as the case may be) entitlement thereto
or discrimination in the determination of the amount paid to him or it (as the
case may be)or the nature of the consideration received by him or it (as the
case may be) so long as in each case, the consideration specified in Schedule
2.2 (iii) of the Agreement against his or its (as the case may be) name is paid
to him or it (as the case may be).

                                       61


          IN WITNESS WHEREOF, the Parties have executed or caused their duly
authorized representatives to execute this Stock Purchase Agreement as of the
day and year first above written.

                                        WNS HOLDINGS LTD.


                                        By:     /s/ Zubin Dubash
                                            ------------------------------------
                                        Name:       Zubin Dubash
                                              ----------------------------------
                                        Title:      Group CFO
                                               ---------------------------------


                                        TRINITY PARTNERS INCORPORATED


                                        By:     /s/ Vivek Shivpuri
                                            ------------------------------------
                                        Name: Vivek Shivpuri
                                        Title: President


                                        FIRST MAGNUS FINANCIAL CORPORATION


                                        By:     /s/ Gurpreet S.Jaggi
                                            ------------------------------------
                                        Name: Gurpreet S. Jaggi
                                        Title: President


                                        FIRST MAGNUS CONSULTING LLC


                                        By:     /s/ Gurpreet S. Jaggi
                                            ------------------------------------
                                        Name: Gurpreet S. Jaggi
                                        Title: Manager

                                        /s/ Vivek Shivpuri
                                        ----------------------------------------
                                        VIVEK SHIVPURI

                                        /s/ Arvind Srivasava
                                        ----------------------------------------
                                        ARVIND SRIVASAVA

                                        /s/ Amit Gujral
                                        ----------------------------------------
                                        AMIT GUJRAL

                                        /s/ Francesco Paola
                                        ----------------------------------------
                                        FRANCESCO PAOLA

                SIGNATURE PAGE TO THE WNS TRINITY STOCK PURCHASE
                             AGREEMENT (PAGE 1 OF 2)

                                       62


                                        /s/ Vivek Shivpuri
                                        ----------------------------------------
                                        VIVEK SHIVPURI, IN HIS CAPACITY AS THE
                                        SHAREHOLDER REPRESENTATIVE FOR
                                        THE SHAREHOLDERS LISTED ON
                                        ANNEXURE 1

                SIGNATURE PAGE TO THE WNS TRINITY STOCK PURCHASE
                             AGREEMENT (PAGE 2 OF 2)

                                       63


                                   ANNEXURE 1

                                       64


                                    EXHIBIT A

                                  CORE MEMBERS

                                       65


                                    EXHIBIT B

                                ESCROW AGREEMENT

                                       66


                                    EXHIBIT C

                 FIRST MAGNUS MASTER SERVICE AGREEMENT AMENDMENT

                                       67


                                    EXHIBIT D

                              EMPLOYMENT AGREEMENTS

                                       68


                                    EXHIBIT E

                            SELLERS TITLE CERTIFICATE

                                       69


                                    EXHIBIT F

                                DEED OF ADHERENCE

                                       70

                                                                    Exhibit 10.2


                                   LEASE DEED

THIS LEASE DEED ('LEASE DEED') is made at Gurgaon on this 10(th) day of March
2005.

                                    BETWEEN

M/S DLF CYBER CITY, a partnership firm duly registered under the Indian
Partnership Act, 1932 having its office at 1-E, Jhandewalan Extension, New
Delhi-110055 (hereinafter referred to as "THE LESSOR" which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to mean and
include the said M/s DLF Cyber City and all the partners for the time being
constituting the Firm and their respective legal representatives,
administrators, heirs, executors, successors and assigns) acting through its
signatory, Mr A.S.Minocha vide authorization dated 18.5.2004 of the FIRST PART

                                      AND

M/S. WNS Global Services (P) Ltd a company incorporated under the Companies Act,
1956 and presently having its registered office in India at Gate 4, Godrej &
Boyce Complex, Pirojshanagar, Vikhroli (W), Mumbai 400 079 (hereinafter referred
to as "THE LESSEE" which expression shall, unless it be repugnant to the context
or meaning thereof, be deemed to mean and include its successors and assigns)
through its signatory Mr. Amit Bhatia vide Board resolution dated 7(th) February
2005 of the OTHER PART.

(Both THE LESSOR and THE LESSEE are collectively referred to as "THE PARTIES")

A.   WHEREAS M/s DLF Universal Limited and M/s. DLF Housing and Construction
     Limited, companies incorporated under the Companies Act, 1956, having their
     registered offices at 3(rd) floor, Shopping Mall, Arjun Marg, Phase-I, DLF
     City, Gurgaon, Haryana owned an undivided plot of land (as shown in plan
     attached) in Phase-III, DLF City, Tehsil and District Gurgaon, more fully
     described in ANNEXURE-III(hereinafter referred to as the "SAID PLOT")
     reserved and approved for office use pursuant to the layout plan approved
     by Director, Town and Country Planning, Government of Haryana, Chandigarh
     under the Haryana Development and Regulation of Urban Areas Act, 1975;

B.   AND WHEREAS DLF Universal Limited then was in the process of constructing
     multi-storied buildings on the said Plot and on January 7, 2004, M/s. DLF
     Universal

                                       1

     Limited and M/s. DLF Housing & Construction Limited brought the undivided
     ownership of the said plot along with constructions made thereon in the
     common stock of the partnership firm, namely, M/s. DLF Cyber City on
     January 7, 2004, vide a Memorandum of Partnership executed on January 27,
     2004;

C.   AND WHEREAS the said Plot along with constructions made thereon ceased to
     be the property of M/s. DLF Universal Limited and M/s. DLF Housing and
     Construction Limited and became the absolute property of the partnership
     firm 'DLF Cyber City' on the date of January 7, 2004;

D.   AND WHEREAS THE LESSOR is constructing multi-storeyed buildings comprising
     of three towers namely A, B & C with basements named as
     "Infinity Towers" (hereinafter referred to as the "SAID BUILDING")
     prescribed use whereof is offices with basements for parking and services
     in accordance with the building plans as approved by the Director Town &
     Country Planning Department, Government of Haryana, Chandigarh;

E.   AND WHEREAS THE LESSOR is seized and possessed of the said Plot and the
     building constructed thereon and is competent to lease office spaces in
     the said Building on the said Plot.

F.   AND WHEREAS based on the above representations made by THE LESSOR and after
     due inspection and verification of the said Plot, approved building plans,
     ownership record of the said Plot and other documents relating to the
     title, competency and all other relevant details THE LESSEE is satisfied in
     all respects with regard to the right, title and authority of THE LESSOR to
     enter into this Lease Deed.

G.   AND WHEREAS THE LESSEE has approached THE LESSOR to take on lease and THE
     LESSOR has agreed to give on lease, office space in the said Building as
     per detailed terms stipulated in this Lease Deed and ANNEXURES I TO X
     annexed hereto.

H.   AND WHEREAS both the Parties have agreed to enter into this Lease Deed on
     the terms and conditions stipulated in this Lease Deed and ANNEXURES I TO X
     annexed hereto:

NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1.   THE LESSOR hereby leases out to THE LESSEE and THE LESSEE takes on lease
     from the Lease Commencement Date (as specified in ANNEXURE-II), office
     space admeasuring an aggregate super built up area of 8453.641 sq. mtrs
     ((90,995 sq.ft.) in the said Building as more detailed in ANNEXURE-II
     (hereinafter referred to as the "DEMISED PREMISES"), the area calculations
     for which are defined in ANNEXURE-IV to this Lease Deed, and obtains the
     right to use only the common areas in the said Building/said Plot to be
     used by THE LESSEE together with other occupants in the said Building and
     the right to park in terms of this Lease Deed, cars in the car parking
     spaces earmarked in the basement(s)/surface by THE LESSOR and the right to
     use only, along with other occupants in the said Building, areas in the
     basement reserved for common services and common circulation.

2.   The rent as specified in this Lease Deed shall commence from the Date of
     Rent Commencement as specified in ANNEXURE-II.

     The car parking space charges, maintenance and other charges as specified
     in this Lease Deed shall commence from the Date of Possession which date
     shall hereinafter be alternatively referred to as the 'DATE OF LEASE
     COMMENCEMENT' as specified in ANNEXURE-II.

                                       2

     The detailed calculations of rent, car parking space charges & security
     deposits payable by THE LESSEE during the period of lease are given in
     Annexure -- V to this Lease Deed separately, which forms part and parcel of
     this Lease Deed.

3.   During Lock-in-period as given in Annexure -- II (the "Lock-in-period"),
     starting from the Date of Lease Commencement, THE LESSEE shall not be
     entitled to terminate the Lease Deed during this period. THE LESSEE can
     terminate the Lease Deed, without cause, at any time after the expiry of
     the Lock-in-period of lease by giving notice in writing or payment of rent
     and other dues in lieu of the notice to THE LESSOR as per the notice period
     mentioned in Annexure -- II. In the event of THE LESSEE terminating the
     Lease Deed before the expiry of Lock-in-period, THE LESSOR shall also be
     entitled to payment of rent, car parking space charges and maintenance
     charges, taxes, etc., if any, for the entire unexpired period of the
     Lock-in-period, from THE LESSEE. THE LESSOR's sole right of terminating
     this Lease Deed shall be as contained in Annexure -- I -- Clause 39.

4.   THE LESSOR shall charge and THE LESSEE shall pay an initial rent of
     Rs. 30/- (Rupees Thirty only) per sq.ft. per month as more detailed in
     Annexure -- II on the super built-up area of the Demised Premises to be
     paid fully without any and all deductions whatsoever except deduction of
     income-tax at source, if applicable.

5.   In addition to the rent payable for the Demised Premises as stipulated in
     this Lease Deed, THE LESSEE shall also be liable to bear and pay on its
     sole account the entire part of any and all levies, duties, taxes on
     property, charges, rates, cesses, fees, wealth-tax, etc. imposed/demanded
     by the Central or the State Government/any local body/all other
     authorities and all increases and/or fresh impositions thereof as
     applicable and attributable to the said Plot/said Building/Demised
     Premises on and from the Date of Possession. THE LESSEE shall also be
     liable to fulfill any and all procedural requirements as may be
     prescribed by the Central or the State Government/any local body/all other
     authorities in connection with the subject matter hereof.

6.   In the event any such fresh imposition and/or increase as stated above in
     Clause 5 hereof is levied retrospectively, the liability of THE LESSEE
     shall relate only to the period on and from the Date of Possession and the
     same shall not be deductible/adjustable from the rent and other sums due
     and payable by THE LESSEE to THE LESSOR in terms of this Lease Deed. All
     such fresh impositions and/or increases as above stated shall be paid by
     THE LESSEE to THE LESSOR within fifteen (15) days of written demand by THE
     LESSOR to THE LESSEE, giving details thereof duly supported with copies of
     the relevant documents, if any, from the Central or State Government/local
     body/any and all authorities, as the case may be. In the event any all
     such levies, duties, taxes on property, charges, rates, cesses, fees,
     wealth-tax, etc., referred to above and/or such fresh imposition and/or
     increase is payable by THE LESSEE to the Central or State Government/local
     body/any and all authorities as the case may be, THE LESSEE shall pay the
     same immediately upon the same becoming due. Any default made by it in such
     payment shall be entirely at its own risk and penalties thereby accruing
     will be entirely borne and paid by it.

7.   At present various services, facilities within the said Plot/said
     Building/Demised Premises and civic amenities in the DLF City where the
     Demised Premises/said Building are located are being maintained by DLF
     Services Limited ("DSL"), the nominee of THE LESSOR. Maintenance services
     are as set out in Annexure -- VI to this Lease Deed, charges of which are
     payable to DSL or any other nominees/assigns of THE LESSOR as per bills
     raised by them calculated at 1.2 times the actual expenditure. Additional
     charges towards service tax(es) as applicable, shall also be payable by THE
     LESSEE.

     However, the maintenance charges are charged for normal office operations
     i.e. from 8.00 A.M. to 8.00 P.M. (Monday to Friday) and from 8.00 A.M. to
     2.00 P.M. on Saturdays. For working beyond normal office hours, additional
     charges will be based

                                       3

     on cost plus 20% and in case there are other offices operational during
     that time, the cost for the same will be shared proportionately. The
     maintenance charges shall be subject to deduction of income-tax at source
     as applicable.

     Notwithstanding anything contained in the Lease Deed/Annexures to the Lease
     Deed, the maintenance charges for the initial twelve (12) months shall be
     capped @Rs.21 per sq.ft. per month on the super built-up area for 24*6
     operations and Rs.23 per sq.ft. per month on the super built-up area for
     24*7 operations. These estimated maintenance charges are charges as on
     1st Jan 2005 and will change subject to variation in the cost of any of the
     components of the maintenance charges i.e. electricity rates, petroleum
     products, taxes, wages and salaries at any point of time.

     The Service Tax as applicable shall be additional.

8.   THE LESSEE agrees that, in consideration of THE LESSOR granting lease and
     THE LESSEE in consideration of taking on lease the Demised Premises and
     due performance of all its obligations stipulated in this Lease Deed, THE
     LESSEE shall pay and always maintain with THE LESSOR during the entire term
     of this Lease Deed, an interest free refundable deposit ("Interest Free
     Refundable Security Deposit") for an amount as mentioned in Annexure -- II.

9.   THE LESSEE has paid an amount as mentioned in Annexure II, the receipt of
     which is hereby acknowledged by THE LESSOR as the portion of the Interest
     Free Refundable Security Deposit paid at the time of signing of the
     Memorandum of Understanding. The balance sum as mentioned in Annexure -- II
     being the balance of the Interest Free Refundable Security Deposit shall be
     paid by THE LESSEE on Lease Commencement Date.

10.  Upon increase in rent as mentioned in Annexure -- II, the aforesaid
     Interest Free Refundable Security Deposit shall automatically stand
     increased proportionately as mentioned in Annexure -- II. The increased
     amount of Interest Free Refundable Security Deposit shall be paid by THE
     LESSEE along with the rent due for the month succeeding the month in which
     the term of the Lease Deed is renewed.


11.  The entire amount paid by THE LESSEE as Interest Free Refundable Security
     Deposit during the lease period shall be kept by THE LESSOR which shall be
     refunded by THE LESSOR to THE LESSEE without any interest upon THE LESSEE
     surrendering peaceful, vacant and physical possession of the Demised
     Premises in bare shell condition on expiry or earlier termination of this
     Lease Deed, if any and subject to adjustment of arrears of rent and any
     other sum, if any, due and payable under this Lease Deed as renewed from
     time to time.

12.  On Lease Commencement Date THE LESSEE agrees to pay to THE LESSOR an amount
     as mentioned in Annexure -- II as Interest Free Refundable Maintenance
     Security Deposit which shall be refunded to THE LESSEE upon surrendering
     peaceful, vacant and physical possession of the Demised Premises in bare
     shell condition and after adjustment of any amount due from THE LESSEE on
     account of maintenance and other charges under this Lease Deed and of any
     amount due from THE LESSEE to THE LESSOR and any adjustments, deductions or
     reimbursement for any damages suffered by THE LESSOR on account of any
     default or breach of any obligation by THE LESSEE under this Lease Deed.

13.  THE LESSEE agrees, in consideration of THE LESSOR granting right to use car
     parking spaces as mentioned in Annexure -- II earmarked in the
     basement(s)/surface (plan attached as Annexure -- VII to this Lease Deed)
     to perform all its obligations under this Lease Deed pertaining to use of
     car parking spaces.

14.  THE LESSEE shall not have the right to terminate this Lease Deed hereby
     granted and vacate the Demised Premises until the expiry of the Lock-in-
     period as mentioned in Annexure -- II starting from the Date of Lease
     Commencement. Thereafter, THE

                                       4

     LESSEE shall have an option to renew the Lease Deed for such terms as
     mentioned in Annexure -- II by giving six (6) months' advance notice in
     writing prior to the expiry of the first term of the Lease Deed and upon
     exercise of renewal option, THE LESSOR shall execute and cause the renewed
     Lease Deed to be registered, at the cost of THE LESSEE, and the renewed
     Lease Deed shall be on the same lines hereof except only that the rent (and
     correspondingly, the security deposits and car parking charges, if any)
     shall be enhanced as mentioned in Annexure -- II. THE LESSEE agrees that in
     case THE LESSEE terminates the Lease Deed prior to the expiry of Lock-in-
     period as mentioned in Annexure -- II to this Lease Deed, then THE LESSEE
     shall be liable and hereby authorises THE LESSOR to deduct from the
     deposits lying with THE LESSOR, the entire rent and other sums due and
     payable under this Lease Deed for the unexpired period of the Lock-in-
     period and other sums due and payable under this Lease Deed on that date.
     Further, THE LESSEE undertakes to pay the balance, if any, remaining after
     such adjustment on or before the expiry of notice of termination.

15.  After the said Lock-in-period, THE LESSEE may terminate the lease by
     giving six (6) months' prior notice in writing to THE LESSOR or by payment
     of proportionate equivalent rent and all other charges/sums stipulated
     under this Lease Deed in lieu of the notice. Upon the expiry of six (6)
     months from the date of notice, as aforesaid, the lease shall stand
     terminated subject to THE LESSEE paying THE LESSOR till the date of
     vacation of the Demised Premises, the entire rent, car parking charges,
     maintenance charges, other charges, taxes, etc. as set out in this Lease
     Deed and handing over vacant, peaceful physical possession of the Demised
     Premises.

     That upon the expiry of initial lease period as mentioned in Annexure -- II
     or upon expiry or earlier termination during the renewed period as
     stipulated above, this Lease Deed will expire and come to an end subject to
     THE LESSEE paying to THE LESSOR till the date of vacation of the Demised
     Premises, the entire rent, car parking space charges, maintenance charges,
     other charges, taxes, etc. as set out in this Lease Deed and handing over
     vacant, peaceful physical possession of the Demised Premises. If THE
     LESSEE fails to pay as aforesaid or hand over peaceful and vacant physical
     possession of the Demised Premises on the date of expiry of the last
     day of lease, THE LESSEE agrees to pay to THE LESSOR damages calculated @
     Rs. 2,72,985/- (Rupees Two Lacs Seventy Two Thousand Nine Hundred Eighty
     Five only) per day for occupation of the Demised Premises by THE LESSEE
     and in such an event THE LESSEE hereby authorises THE LESSOR to withhold
     without any interest the refund of all the refundable security deposits
     lying with THE LESSOR. THE LESSEE further agrees and authorises THE LESSOR,
     in the event of such occupation of the Demised Premises exceeding a period
     of three (3) months beyond the expiry or last day of earlier termination of
     the lease, to forfeit all the refundable security deposits lying with THE
     LESSOR and in addition to continue to be liable and pay damages calculated
     @ Rs. 2,72,985/- (Rupees Two Lacs Seventy Two Thousand Nine Hundred Eighty
     Five only) per day for the number of days of such occupation beyond the
     expiry or earlier termination of the Lease Deed.

16.  Simultaneous to THE LESSEE paying all its dues under this Lease Deed and
     delivering peaceful, vacant and physical possession of the Demised
     Premises on or before the last day of the validity of the Lease Deed, THE
     LESSOR shall refund all refundable security deposits without any interest
     under this Lease Deed deposited by THE LESSEE after adjustment of
     outstanding dues, if any.

     In case of delay by THE LESSOR in refunding the refundable security
     deposits, THE LESSOR shall pay interest to THE LESSEE at the rate of 15%
     p.a. for the period of delay.

17.  All costs, charges, expenses including penalties, payable on or in respect
     of execution and registration of this Lease Deed and on all other
     instruments and deeds to be executed pursuant to this Lease Deed, shall be
     borne and paid solely by THE

                                       5

     LESSEE who shall be responsible for compliance of the provisions of Indian
     Stamp Act, 1899.

18.  The Lease Deed alongwith the Annexures annexed hereto constitutes the
     entire agreement between the Parties and revokes and supersedes all
     previous discussions, correspondence and deeds between the Parties, if any
     concerning the matters covered herein whether written, oral or implied.
     This Lease Deed shall not be changed or modified except by written
     amendment duly agreed by the Parties.

19.  The original Lease Deed duly executed and registered in terms of this Lease
     Deed shall be retained by THE LESSOR and copy of the same certified to be a
     true copy will be provided to THE LESSEE by THE LESSOR. The original Lease
     Deed shall be produced by THE LESSOR as and when required by THE LESSEE.

20.  Failure of either Party to enforce at any time or for any period of time
     the provisions hereof shall not be construed to be waiver of any provisions
     or of the right thereafter to enforce each and every provision hereof.

21.  THE LESSOR shall not be held responsible for any consequences or
     liabilities under this Lease Deed if it is prevented in performing its
     obligations under the terms of this Lease Deed by reason of laws or
     regulations, action by any local body or authority, local or otherwise,
     riots, insurrection, war, terrorist action, acts of God and unforeseen
     circumstances beyond its control.

22.  The Civil Courts at Gurgaon and Punjab and Haryana High Court at
     Chandigarh, alone shall have jurisdiction in all matters arising out of and
     touching and/or concerning this transaction.

23.  That this Lease Deed and the rights and obligations of the Parties under or
     arising out of this Lease Deed shall be construed and enforced in
     accordance with the laws of India.

The terms and conditions agreed between THE LESSOR and THE LESSEE containing
interalia a) covenants and conditions to be observed and performed by THE
LESSEE, and b) covenants and conditions to be observed and performed by THE
LESSOR are as per Annexures I to X of this Lease Deed. These Annexures I to X
shall form an integral part of this Lease Deed and shall be binding on THE
LESSOR and THE LESSEE.

IN WITNESS WHEREOF THE LESSOR M/s DLF Cyber City through its Authorised
Signatory Shri A.S.Minocha authorised to execute lease deeds etc. This Deed will
be presented for registration before the Registering Authority and got
registered by Shri Jasmer Singh S/o Shri Balwant Singh R/o C-68, Indira Enclave,
Neb Sarai, New Delhi 110068, who has been authorised vide resolution dated
15-10-2001 of the company to appear before the registering authority and present
for registration, acknowledge and get registered any deed or documents executed
by Shri A.S.Minocha on behalf of THE LESSOR.

                                       6

IN WITNESS WHEREOF the Parties hereto have set their hands and seal to these
presents on the day, month and year first and above mentioned.

SIGNED AND DELIVERED on behalf of the above named DLF Cyber City acting through
Mr. A.S.Minocha, Authorised Signatory:

in the presence of:


                                                     FOR AND ON BEHALF OF
WITNESSES :                                          DLF CYBER CITY

1
                                                       /s/ A.S.Minocha

                                                        (A.S.MINOCHA)
                                                     AUTHORISED SIGNATORY

2

SIGNED AND DELIVERED on behalf of the above named M/s. WNS Global Services (P)
Ltd by its Authorised Signatory, Mr. Amit Bhatia:

In presence of

WITNESSES


                                                        FOR AND ON BEHALF OF
1                                                    WNS Global Services (P) Ltd


                                                          /s/ Amit Bhatia

                                                            (AMIT BHATIA)
2                                                       AUTHORISED SIGNATORY

                                       7

                                   ANNEXURES

I    - Detailed Terms and Conditions between THE LESSOR and THE LESSEE

II   - Commercial Terms and Conditions

III  - Description of the Plot

IV   - Super area calculations

V    - Statement of rent, Interest Free Refundable Security Deposit, Interest
       Free Refundable Maintenance Security Deposit, payable by THE LESSEE to
       THE LESSOR during the lease period.

VI   - Maintenance charges.

VII  - Car parking spaces earmarked for use by THE LESSEE

VIII - Specifications

IX   - Condition of the Demised Premises at the time of handover for occupation

X    - THE LESSEE's responsibility during interior fitouts work,
       additions/modifications/alterations of interior works and during the
       Lease Tenure/Lease Renewal

                                       8

                                                                      ANNEXURE-I

TERMS AND CONDITIONS FORMING AN INTEGRAL PART OF THE LEASE DEED DATED BETWEEN
DLF CYBER CITY AND WNS GLOBAL SERVICES (P) LTD, WHILE NOT DEROGATING FROM THE
MUTUAL PROMISES SET OUT THEREIN:

COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE LESSEE:

1.   To pay THE LESSOR or its nominees/permitted assigns, by cheque/bank
     draft/transfer payable at New Delhi the rent and all other sums payable
     under this Lease Deed on the 1st day of each calendar month (due date) but
     not later than the 7th day, in advance for the month in respect of which
     such sums are payable.

2.   To be liable to pay interest @ 15% per annum on all amounts due and payable
     by THE LESSEE under this Lease Deed for the period of delay beyond the due
     date. This is in addition to the rights of THE LESSOR under PARAGRAPH 39 OF
     this ANNEXURE-I given hereunder.

3.   To pay all the amounts agreed to be paid in Clauses 4, 5 and 6 of the Lease
     Deed, provided, however, that the liability of THE LESSEE for such payments
     shall be calculated proportionately to the super built-up area of the
     Demised Premises and provided further that such liability shall commence
     from the date such revision/imposition/increase is effective from the Date
     of Possession or any subsequent date.

4.   To pay THE LESSOR or its nominees or assigns including DSL, the actual
     charges incurred by THE LESSOR for consumption of electricity and power in
     the Demised Premises and to pay by the due date the bills for consumption
     of power and electricity. In case of meters provided separately, THE LESSEE
     shall pay by due date the meter hire and also the bills for consumption of
     power and electricity in the Demised Premises as recorded in the meters or
     as demanded by THE LESSOR or its nominees or assigns including DSL. In case
     of there being common meter(s) for recording the consumption by THE LESSEE
     jointly with the other tenants or occupants of the said Building, THE
     LESSEE shall pay the proportionate cost of power and electricity charges
     calculated on the super built-up area of the Demised Premises. THE LESSOR
     shall, as and when required provide THE LESSEE with the facility and use of
     their stand by generators as and by way of back up for their internal power
     and electricity requirements at 1.2 times of expenditure incurred by THE
     LESSOR. Provided, however, that THE LESSEE shall plan and distribute its
     electrical loads in conformity with the electrical systems installed by THE
     LESSOR and get these works executed after due approval in writing from THE
     LESSOR. Provided further that, should modifications, additions, alterations
     be required in the fire-fighting, electrical and other systems already
     installed, THE LESSOR shall, if feasible make such changes and be entitled
     to recover from THE LESSEE, all additional cost incurred on this account at
     1.2 times of actuals.

5.   To carry out day-to-day maintenance of the Demises Premises and the
     fixtures and fittings installed therein and the normal maintenance, minor
     repairs, including painting and distempering and polishing the interior of
     the Demised Premises at its own cost.

6.   To pay every month in advance, along with the aforesaid rent proportionate
     charges for the operation/maintenance/service charges (more specifically
     detailed in ANNEXURE-VI) in respect of the central
     air-conditioning/heating plant, the cost of running, maintenance and
     servicing of the service/utility lifts, generators, the cost of cleaning
     the said Plot and said Building, maintenance of lawn/grounds, cost of
     security services, electricity charges, water charges and such other
     necessary/ancillary expenses of and incidental to the preservation and
     maintenance of the said Building and the said Plot in which the Demised
     Premises is located and for the adequate provision of common services and
     facilities at 1.2 times of actual expenditure pro rata to the super
     built-up area of the Demised Premises.

                                       9

7.   To permit THE LESSOR and its agents at all reasonable hours, but after
     prior notice in writing to that effect, to enter into the Demised Premises
     for the purpose of inspection or for any other purposes connected with the
     Lease Deed.

8.   To hand over the Demised Premises together with THE LESSOR's fixtures and
     fittings therein, in good order and condition (reasonable wear and tear
     excepted) on the expiry/earlier termination of the Lease.

9.   Not to do or permit to be done any act or thing which may render void or
     voidable any insurance relating to or in respect of a part or the whole of
     the said Plot, the said Building or the Demised Premises, or cause any
     increase in premium payable in respect thereof.

10.  To use the Demised Premises for office purposes only and not to carry on or
     permit to be carried on in the Demised Premises or in any part thereof any
     activities which shall be or are likely to be unlawful, obnoxious or of
     nuisance, annoyance or disturbance to other tenants/occupants of the said
     Building wherein the Demised Premises are situated or store any goods of
     hazardous or combustible nature or which are heavy so as to affect the
     construction or the structure of the said Building or any part thereof or
     in any manner interfere for common use. The usage of the Demised Premises
     for office use shall be unrestricted and uninterrupted and shall be made
     available at all times of day and night to THE LESSEE, its employees,
     servants, representatives, customers, visitors and invitees.

11.  Subject to all local laws applicable, THE LESSOR shall, through its
     architect identify the location(s) and provide space for internal signage
     at the atrium/floor occupied by THE LESSEE, as approved by the architect
     and THE LESSEE will be allowed to put signage on such location.

     Further, LESSOR shall through its architect identify the location for the
     LESSEE to put up its signage at LESSEE's cost on the external facade of the
     building as and when requested by LESSEE at an annual charge as mentioned
     in ANNEXURE II, payable in advance, subject to availability at the time of
     exercising this option.

     All taxes, duties, rates, cesses, costs and charges relating to the
     internal/external signage payable to the authorities concerned shall be
     borne and paid by THE LESSEE.

12.  The Demised Premises shall be used by THE LESSEE only and THE LESSEE
     undertakes that it shall not assign, transfer, mortgage, sublet or underlet
     or grant leave & license or transfer or part with or share possession in
     any manner whatsoever, of any portion of the Demised Premises.

     In the event, THE LESSEE merges/amalgamates/consolidates or transfer its
     assets with/to any entity on account of any
     merger/amalgamation/consolidation, then a fresh Lease Deed shall be
     executed between THE LESSOR and the new entity and all costs, charges,
     expenses including penalties, payable on or in respect of execution and
     registration of the fresh Lease Deed and on all other instruments and deeds
     to be executed pursuant to the fresh Lease Deed, shall be borne and paid
     solely by new entity/transferee who shall be responsible for compliance of
     the provisions of Indian Stamp Act, 1899.

     However, THE LESSEE shall have the option to sub-let any portion of the
     Demised Premises to any of its subsidiaries/group companies, without any
     approval from THE LESSOR but with prior written intimation. Further, THE
     LESSEE shall have the option to sub-let any portion of the Demised Premises
     to any third party after obtaining the prior written approval of THE LESSOR
     which approval will not be unreasonably withheld and will be given in 5
     business days from the date of receipt of the request.

                                       10

     However, at all times, including when the Demised Premises are sublet by
     THE LESSEE in accordance with the abovestated, THE LESSEE alone shall be
     responsible for enforcement/compliance of the terms and conditions of this
     Lease Deed.

13.  THE LESSEE shall not make any structural additions or alterations in the
     Demised Premises without prior consent of THE LESSOR in writing.

14.  Upon its taking possession of the Demised Premises from THE LESSOR, THE
     LESSEE is satisfied that the construction work as also various
     installations like electrification work, sanitary fittings, water, sewerage
     connections, fire fighting equipment and detection systems etc. are in good
     working condition and all shortcomings/complaints and defects, if any, have
     been removed and rectified before its taking possession from THE LESSOR and
     that it shall not require THE LESSOR to perform any work whatsoever in the
     Demised Premises (except structural repairs if any) and there shall be no
     obligation whatsoever on the part of THE LESSOR to repair, renovate,
     improvise or to do anything concerning the Demised Premises, the said
     Building and the said Plot in any manner whatsoever.

15.  THE LESSOR has provided the fire fighting and fire detection system in
     accordance with the Amendment no. 3 to the National Building Code of 1983
     (SP7):1983 Part IV on each floor, common areas and basements of the
     building.

     When the Demised Premises are handed over to THE LESSEE for interior
     fit-out work or when THE LESSEE carries any additional interior
     works/modifications/alterations during the Lease period, THE LESSEE agrees
     that it shall carry out such work, without altering/tampering with the fire
     fighting systems as installed therein. However, any
     modifications/additions/alternations to the existing fire fighting system
     shall be made by THE LESSEE with the prior written approval of THE LESSOR
     and by providing alternative and standby fire fighting system.

     Any lapse/violation/negligence on the part of THE LESSEE or its
     contractors/agents during any such interior works or
     additions/modifications/alterations resulting in any kind of hazard or fire
     in the Demised Premises/Building, loss of life/property including third
     party, damage to the Demised Premises/building structure etc. and all
     financial and legal consequences arising therefrom shall be the sole
     responsibility of THE LESSEE and shall not impose any legal and financial
     liability on THE LESSOR.

     THE LESSEE'S responsibility during interior fitouts work,
     additions/modifications/alterations of interior works and during the Lease
     Tenure/Lease Renewal is more specifically detailed in Annexure X hereto.

COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE LESSOR:

16.  During the term of the Lease Deed, THE LESSOR shall at its own cost, design
     and install a continuous and proper air conditioning/heating system and
     shall maintain the same in good order and condition and shall operate and
     run the same to ensure air conditioning/heating facilities to the Demised
     Premises throughout the year and shall be entitled to recover from THE
     LESSEE, charges on the basis stipulated in this Lease Deed. Provided,
     however, that should THE LESSEE require any changes, additions,
     alterations, in the system, due to its interior layouts, THE LESSOR shall,
     if possible, make such changes and be entitled to recover from THE LESSEE,
     all additional costs incurred on this account at 1.2 times of actuals.

17.  Except in the event of a mechanical defect and/or electrical failure, THE
     LESSOR shall provide air conditioning/heating facilities to the Demised
     Premises during the normal office hours i.e. from 8 a.m. to 8 p.m. on all
     week days except Saturdays, Sundays and Public Holidays. On Saturdays, the
     air conditioning will be provided

                                       11

     from 8 a.m. to 2 p.m. only. Provided, however, that on receiving twenty
     four (24) hours' notice, in writing, should THE LESSEE so require, THE
     LESSOR, if possible and permissible, may at the exclusive cost of THE
     LESSEE, provide air-conditioning facilities, on the second half of Saturday
     and also Sundays and/or Public Holidays, calculated at 1.2 times the actual
     cost incurred on this account, to the Demised Premises beyond the timings
     fixed, as aforesaid for the provision of such facilities.

     However, for the initial 12 months, THE LESSOR shall provide
     air-conditioning/heating facilities to the Demised Premises for 24X6
     operations on all days except Sundays and Public Holidays.

18.  Except to the extent of a mechanical defect and/or electrical failure, THE
     LESSOR shall maintain the lifts in the said Building serving the Demised
     Premises and operate and run the same during the normal office hours as
     specified above, on all week days except on Saturdays, Sundays and Public
     Holidays. On Saturdays, the lifts shall operate for first half of the day
     only. These timings shall, however, be subject to such restrictions as may
     be imposed by any competent authority in this behalf. One of the lifts in
     the said Building shall, however, operate even after normal office hours as
     well as on second half of Saturdays and also on Sundays and/or Public
     Holidays.

     Provided, however, THE LESSEE may by giving twenty four (24) hours' notice
     in writing, should THE LESSEE so require, THE LESSOR may provide lift
     facilities to THE LESSEE calculated at 1.2 times the actual cost incurred
     on this account, beyond the timings fixed as aforesaid for the provision of
     such lift facility to the Demised Premises, on the second half of Saturdays
     and also on Sundays and Public Holidays.
     However, for the initial 12 months, THE LESSOR shall maintain the lifts in
     the said Building serving the Demised Premises and operate and run the same
     for 24X6 operations on all days except Sundays and Public Holidays.

19.  To carry out its own cost, all major and structural repairs to the Demised
     Premises and also to the said Building.

20.  To supply and maintain regular supply of electricity and water to the
     Demised Premises.

21.  To keep the Demised Premises in wind and water tight condition.

22.  To permit to carry out at the cost of THE LESSEE, but without in any way
     damaging the main structure of the Demised Premises or the said Building,
     erection of internal partitions and other internal alterations and
     additions which are not visible from outside, as may be necessary for the
     business of THE LESSEE provided THE LESSEE shall give prior written
     intimation of thirty (30) days to THE LESSOR in writing before commencing
     such alteration(s) or addition(s), provided, further that if any such
     additions or alterations, require the prior approval or permission of any
     Municipality or any other local body or authority, local or otherwise, or
     are governed by any rules or regulations. THE LESSEE shall not carry out
     such additions or alterations or erections without obtaining the prior
     permission or approval aforesaid and complying with such rules and
     regulations of such Municipal or local body or Government Authority.
     Provided further, that THE LESSEE shall upon vacating the Demised Premises
     remove such fittings and restore the Demised Premises to THE LESSOR in its
     original condition excepting reasonable wear and tear.

23.  To allow during the term of the Lease Deed, peaceful and uninterrupted
     enjoyment of the Demised Premises, subject to THE LESSEE performing all its
     obligations under this Lease Deed.

                                       12

COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE PARTIES:

24.  The super built-up area calculations are as provided in ANNEXURE-IV
     hereto. All payments by THE LESSEE towards rent, interest free security
     deposit, interest free maintenance security deposit, maintenance and other
     charges etc. shall be determined and payable by THE LESSEE in terms of the
     final super built-up area to be determined on the Date of Possession by THE
     LESSOR.

25.  In the event any local body/authority takes over the maintenance of such
     services and facilities/amenities and the payment for such services and
     facilities/amenities of DLF City (more particularly set out in ANNEXURE-
     VI) to the local body/authority is to be made by THE LESSOR, then THE
     LESSEE agrees to reimburse all such costs and charges as may be levied in
     respect of the Demised Premises to THE LESSOR as may be demanded by THE
     LESSOR.

26.  THE LESSOR has provided electrical wiring only up to the main distribution
     board on each floor in the said Building and shall not provide any electric
     wiring, fixtures, fans, electric and water meters etc., inside the office
     spaces which shall be installed by THE LESSEE at its own cost. Similarly
     air conditioning is provided by THE LESSOR up to air handling unit on each
     floor of the said Building. The internal distribution system of air
     conditioning in the Demised Premises shall be the sole responsibility of
     THE LESSEE.

27.  THE LESSEE agrees to pay deposit for bulk supply of electricity as
     mentioned in ANNEXURE-II, if provided, as and when demanded by DSL/THE
     LESSOR or its nominees/assigns. THE LESSEE agrees to reimburse to THE
     LESSOR/DSL or any other nominees or assigns, costs, charges, deposits, etc.
     as may be demanded by Dakshin Haryana Bijli Vitran Nigam Limited from time
     to time and paid by THE LESSOR/DSL or its nominee/assign for arranging bulk
     electricity supply to the said Plot/said Building/Demised Premises and such
     reimbursement is to be payable to THE LESSOR on the basis of proportionate
     electricity load provided to the Demised Premises and proportionate load
     attributable to THE LESSEE in respect of common areas of the said Plot/said
     Building. Out of the above sums, any deposit to be refunded by Dakshin
     Haryana Bijli Vitran Nigam Limited shall, be refunded by THE LESSOR to THE
     LESSEE upon the expiry and/or earlier termination of this Lease Deed and on
     handing over the peaceful physical and vacant possession of the Demised
     Premises by THE LESSEE.

28.  The fire fighting and fire detection system which is provided by THE LESSOR
     in accordance with Amendment no.3 to the National Building Code of 1983
     (SP7):1983 Part IV is limited to installation of sprinklers and fire
     detection system in the basement(s) and common areas of the said Building
     such as lobbies, staircases corridors, etc. and service shaft for fire
     fighting and sprinkler services on each floor. If, however, due to any
     subsequent legislation, Government orders, directives or guidelines or due
     to any change in the National Building Code, additional fire safety
     measures are undertaken, then THE LESSEE agrees to pay on demand additional
     expenditure incurred thereon for installing additional fire safety measures
     as determined by THE LESSOR which shall be final and binding on THE LESSEE.
     THE LESSEE agrees that it shall at its own cost and responsibility install
     fire fighting equipment and systems within the Demised Premises which shall
     be in compliance with the fire fighting regulations and safety systems as
     prevalent and approved by the Competent Authorities. However, it is made
     clear that any lapse on the part of THE LESSEE in installing safe and
     adequate fire fighting systems within the Demised Premises or any fire,
     electrical or otherwise, or any kind of hazard originating from the Demised
     Premises shall not impose any legal and financial liability on THE LESSOR
     and THE LESSEE agrees to keep THE LESSOR indemnified and harmless in this
     regard. Similarly THE LESSEE shall ensure that the internal
     air-conditioning electrical systems and any other work done internally
     within the Demised Premises shall not pose any fire, electrical,
     structural, pollution and health hazards. THE

                                       13

     LESSEE shall be solely responsible for all legal and financial consequences
     arising therefrom and THE LESSEE agrees to keep THE LESSOR indemnified and
     harmless in this regard in all respects.

29.  If THE LESSEE requires any extra fire fighting systems to be installed in
     the Demised Premises, including but not limited to extending fire fighting
     system in the Demised Premises, then the same shall be installed by THE
     LESSOR at 1.2 times of the actual costs to be payable by THE LESSEE to THE
     LESSOR.

30.  In the event THE LESSOR suggests additional fire safety measures, though
     not statutorily required, for installation by THE LESSEE within the Demised
     Premises and THE LESSEE fails to implement THE LESSOR's suggestion either
     fully or in part, then THE LESSEE alone shall be liable and responsible for
     all consequences arising from such inaction/decision on its part.

31.  It is abundantly made clear to THE LESSEE that the cost incurred by THE
     LESSEE, during the lease period, to install fire fighting and fire
     detection systems within the Demised Premises, shall be to its account
     solely and shall be not borne or refunded by THE LESSOR or deducted from
     the rent payable to THE LESSOR under any circumstances whatsoever.

32.  The specifications and information as to the materials used in construction
     of the Demised Premises are set out in Annexure -- VII and any change in
     the specifications as set out in Annexure -- VIII, if desired by THE
     LESSEE, shall be implemented by THE LESSOR at 1.2 times the actual cost
     which shall be paid by THE LESSEE to THE LESSOR.

33.  THE LESSOR has provided to THE LESSEE car parking spaces in the
     basement/surface as earmarked in Annexure -- VII subject to payment of rent
     and maintenance charges as per details mentioned in Annexure -- II. In the
     event additional car parking spaces are required by THE LESSEE, THE LESSEE
     shall pay to THE LESSOR additional car parking space charges as may be
     mutually agreed between the Parties hereto for every additional car
     parking space provided by THE LESSOR, if available, on the same terms and
     conditions applicable to rent including rate of escalation, interest free
     refundable security deposit, maintenance charges stipulated in this Lease
     Deed.

     In the event of THE LESSOR providing electro mechanical system for car
     parking spaces, the car parking spaces as earmarked in Annexure -- VII may
     be re-allocated, provided, however, the number of car parking spaces shall
     remain the same in terms of this Lease Deed.

34.  The use of car parking spaces in the basement(s) in the said Building
     shall be allowed to THE LESSEE only from 8 a.m. to 8 p.m. from Monday to
     Friday and from 8 a.m. to 2 p.m. on Saturday except Sundays and Public
     Holidays. The above timings shall, however, be subject to such restrictions
     as may be imposed by any statutory authority or for security reason. THE
     LESSEE shall use the parking spaces only for the purposes of parking its
     cars and for no other use. THE LESSEE undertakes that it shall not make any
     constructions on the car parking spaces or create obstruction of any kind
     on it or around these spaces to hinder the movement of vehicles and
     persons. Further, without prior permission in writing of THE LESSOR
     overnight parking of vehicles shall not be permitted for security
     reasons. Any usage of car parking spaces from 8 p.m. to 8 a.m. on weekdays
     and after 2 p.m. on Saturdays and any usage thereof on Sundays and Public
     Holidays would entail additional charges as determined by THE LESSOR.

     However, for the initial 12 months, the use of car parking spaces in the
     basement(s) in the said Building shall be allowed to THE LESSEE for 24X6
     operations on all days except Sundays and Public Holidays.

                                       14

35.  During the term of the Lease Deed, THE LESSOR shall obtain fire and special
     peril insurance coverage of the entire said Building, including third-party
     liability and shall make timely payment of all insurance premiums. For
     record purposes, THE LESSOR shall give THE LESSEE, copies of the insurance
     policy and the receipts of the premiums paid.

36.  During the term of the Lease Deed, THE LESSEE shall obtain comprehensive
     insurance coverage, including third-party coverage, of all interior works,
     renovations, furniture, equipment and/or other items kept or stored in the
     Demised Premises. THE LESSOR shall in no way be responsible for any loss
     occasioned by THE LESSEE on account of not obtaining comprehensive
     insurance coverage of all renovations, furniture, equipment and/or other
     items kept or stored in the Demised Premises. For record purposes, THE
     LESSEE shall give THE LESSOR, copies of the insurance policy and the
     receipts of the premiums paid.

37.  However, it is made clear that in the event of an accident or fire
     resulting in damages to either party or to third parties, both Parties
     agree to take up the matter with their respective insurance companies
     through the insurance cover including third-party liability.

38.  That if at any time during the occupation by THE LESSEE of the Demised
     Premises, the lifts or the air conditioning system fails to function or
     fails to maintain the required temperature levels, THE LESSEE will be
     entitled to call upon and require THE LESSOR to remedy and rectify the
     system within a reasonable time. Provided, however, that THE LESSOR will
     ensure that there will not be total absence of lifts and air-conditioning
     for more than one day at a time.

39.  That if any amount payable by THE LESSEE to THE LESSOR by way of rent or
     otherwise under this Lease Deed shall be in arrears and unpaid for a period
     of thirty (30) days after the same has become due, or if THE LESSEE shall
     omit to perform, observe any covenant or condition to be observed and
     performed on the part of THE LESSEE and shall continue to do so or fails to
     remedy the breach within thirty (30) days after written notice is received
     in respect thereof by THE LESSEE, or THE LESSEE is adjudicated as insolvent
     THE LESSOR may forthwith re-enter upon the Demised Premises or upon any
     part thereof and this Lease Deed shall thereupon stand determined but
     without prejudice to any claim which THE LESSOR may have against THE LESSEE
     in respect of any breach, non-performance or non-observance of the
     covenants or conditions herein contained. It is further agreed by THE
     LESSEE that THE LESSOR shall be entitled to adjust all sums due to THE
     LESSOR including rent, car parking space charges and maintenance charges
     for the unexpired period of lease, taxes, interests, damages, etc., against
     all deposits made by THE LESSEE with THE LESSOR under this Lease Deed. In
     the event the aggregate of arrears of rent, any other sum due and payable
     and the above mentioned costs exceed the amount deposited as security
     deposit with THE LESSOR and maintenance security deposit, then THE LESSEE
     shall pay to THE LESSOR such amounts due to THE LESSOR, over and above such
     sums deposited by THE LESSEE with THE LESSOR.

40.  That if the Demised Premises or any part thereof be destroyed or damaged by
     fire (not caused by any willful act or negligence of THE LESSEE),
     earthquake, tempest, flood, lighting, violence of any army or mob or
     enemies of the country or by any other irresistible force so as to render
     the Demised Premises unfit for the purpose for which the same was let, THE
     LESSEE may temporarily vacate the whole or such portion of the Demised
     Premises as may be required to enable THE LESSOR to carry out repairs in
     order to restore the Demised Premises as it was then existing at the time
     of THE LESSEE entering into the Demised Premises (reasonable wear and tear
     excepted) and in such event, the payment of rent, other charges and
     maintenance/service charges till the affected area of the Demised Premises
     or portion thereof are repaired and restored to the state as specified
     above shall be subject to zero rent and zero maintenance charges to the
     extent of area affected and vacated at THE LESSOR's instance.

                                       15

41.  THE LESSEE undertakes that during the term of this Lease Deed or any
     extension thereof, it shall maintain its corporate existence and shall not
     dissolve or liquidate or enter into an agreement with any party, including
     but not restricted to a compromise with its creditor(s) such that its
     corporate existence is or may be questioned, in which event, this Lease
     Deed shall automatically terminate.

42.  THE LESSEE agrees and consents that it would have no objection to THE
     LESSOR raising finance by way of mortgage/charge of the Demised Premises
     subject to, however, that the creation of such mortgage/charge of the
     Demised Premises shall not affect the rights of THE LESSEE to use the
     Demised Premises during the lease period.

43.  THE LESSEE agrees and consents that it would have no objection for transfer
     either by way of sale, mortgage or in any other manner howsoever, of the
     Demised Premises and/or the said Building, provided, the rights of THE
     LESSEE in the Demised Premises remain unaffected vis-a-vis the transferee.

44.  THE LESSEE agrees and commits that THE LESSOR shall have sole and absolute
     right to make additions, raise storeys or put up additional structures as
     may be permitted by competent authorities and such additional structures
     and stories shall be the sole property of THE LESSOR, which it will be
     entitled to dispose of in any way it chooses without any interference on
     the part of THE LESSEE by itself or with one or more of the rest of
     occupants of the said Building. Further all the terraces of the said
     Building including the parapet walls of the terraces shall always be the
     property of THE LESSOR and THE LESSOR shall be entitled to use the same
     for any purpose as it may deem fit.

45.  That if during the term of the Lease Deed, the Demised Premises or any
     part thereof be lawfully acquired or requisitioned by the Government or any
     local body or authority, local or otherwise, THE LESSOR alone shall be
     entitled to any and all compensation payable and THE LESSEE shall not raise
     any claim in respect thereof.

46.  That if any provision of this Lease Deed shall be determined to be void or
     unenforceable under applicable law such provisions shall be deemed amended
     or deleted to the extent necessary to conform to applicable law and the
     remaining provisions of this Lease Deed shall remain valid and enforceable.

47.  That THE LESSEE and THE LESSOR shall abide by the laws of the land and any
     and all local enactments in respect of this Lease Deed of the Demised
     Premises. THE LESSOR may, with the prior notice in writing to THE LESSEE,
     inspect the Demised Premises from time to time at frequencies considered
     necessary by THE LESSOR and should there be any contravention, THE LESSEE
     will ensure compliance with the requirements as per applicable laws. Any
     penalties levied by the Government, State, Municipal Body, etc. as a result
     of non-complianoe by either Party will be borne by the defaulting party in
     respect of the Demised Premises.

48.  That any notice, letter or communication to be made, served or communicated
     unto THE LESSOR under these presents shall be in writing and shall be
     deemed to be duly made, served or communicated only if the notice or letter
     or communication is addressed to THE LESSOR at the address shown above or
     such other addresses as may be intimated in writing by THE LESSOR in this
     behalf and sent by registered post/fax or delivered personally with
     acknowledgement. Similarly any notice, letter or communication to THE
     LESSEE shall be deemed to be made, served or communicated only if the same
     in writing is addressed to the above mentioned address of THE LESSEE or to
     the address of the Demised Premises after THE LESSEE has shifted to the
     same, by registered post/fax or delivered personally with acknowledgement.

                                       16

     This Annexure forms an integral part of the Lease Deed.

     FOR AND ON BEHALF OF                 FOR AND ON BEHALF OF
     DLF CYBER CITY                       WNS GLOBAL SERVICES (P) LTD

     /s/ A.S.Minocha                      /s/ Amit Bhata

     (A.S.MINOCHA)                        (AMIT BHATA)
     AUTHORISED SIGNATORY                 AUTHORISED SIGNATORY

                                       17

                                                                     ANNEXURE II


COMMERCIAL TERMS AND CONDITIONS FORMING INTEGRAL PART OF LEASE DEED DATED
___________ BETWEEN DLF CYBER CITY AND WNS GLOBAL SERVICES (P) LTD



S.N  Item                     Description                                  Cross Reference
                                                                           (For convenience
                                                                           only)
                                                                           Reference
                                                                           Clause of
                                                                  
a)   Building                 DLF Infinity Towers

b)   Floor (s) and tower      6th Floor, Tower A & 6th Floor,              1 of Lease Deed
                              Tower B, DLF Infinity Towers, Sector 25,
                              Phase -- II, DLF City, Gurgaon -- 122 002.

c)   Aggregate super built    8453,641 Sq.Mtr.
     up area under this
     Lease Deed
                                                                           1 of Lease Deed
                              90,995 Sq.ft.

                              (Ninety Thousand Nine Hundred                1 of Lease Deed
                              Ninety Five Square ft.)

d)   Number of car parks      90 (Ninety) car park spaces (earmarked in    13 of Lease Deed & 33
                              the basements/surface) will be provided      of Annexure -- I
                              free of parking space charges but on
                              payment of maintenance charges. Any
                              additional car parking spaces will be on
                              payment of Rs 2500/- per car park per
                              month along with payment of maintenance
                              charges

e)   Date of Possession for   For Interior works: Infinity Tower 'A'       2 of Lease Deed
     Interior Works           Wet Works -- Immediate
                              Wood Works -- 1st April 2005

                              For Interior works: Infinity Tower 'B'
                              Wet Works -- 1st March 2005
                              Wood Works -- 1st May 2005

f)   Date of Lease            6th Floor, Tower A -- 1st May, 2005          2 of Lease Deed
     Commencement             6th Floor Tower B -- 1st June, 2005

g)   Date of Rent             6th Floor, Tower A -- 1st Aug, 2005          2 of Lease Deed
     Commencement             6th Floor Tower B -- 1st Nov, 2005

h)   Initial lease period     Fifty Four (54) Months                       15 of Lease Deed
     from the Date of Lease
     Commencement

i)   Option to renew Lease    One term of Fifty Four (54) months           14 of Lease Deed
     Deed for further
     period(s)

j)   Rent Payable on super    Rs 30 (Rupees Thirty) Per Sq.Ft. Per Month   4 of Lease Deed
     built-up area for        in bare shell condition
     initial lease period

k)   Increase in rent for     The increase in rent shall be subject to
     subsequent period(s)     fair market valuation after the first
     of Lease                 Fifty Four (54)


                                       18


                                                                  
                              months and the parties may mutually agree    10 & 14 of Lease Deed
                              upon the increase in rent, subject to a
                              maximum of 15% percent over the last rent
                              paid

l)   Car parking space        NIL
     charges
                                                                           33 of Annex -- I
m)   Bulk Electricity         Rs. 16,50,000 (Rupees Sixteen Lac Fifty
     Supply Deposit (For      Thousand only)                               27 of Annex -- I
     550 KVA of power load
     @ Rs 3000 per KVA of
     power load)

n)   Interest Free            Rs 81,89,550 (Rupees Eighty One Lac Eighty   8, 9, 10 & 14 of Lease
     Refundable Security      Nine Thousand Five Hundred Fifty Only)       Deed
     Deposit always           For the initial period of lease. For
     equivalent to rent of    subsequent period(s) of lease, the amount
     Three (03) months at     shall stand increased by such percent as
     any given point of       mentioned in Clause (k) above.
     lease

     - Paid at the time of    Rs 54,59,700 (Rupees Fifty Four Lac Fifty
     signing of MOU dated     Nine Thousand Seven Hundred Only)
     7th February 2005 by     equivalent to 2 months Rent)
     and between the Parties

     - Payable on the Lease   Rs 27,29,850 (Rupees Twenty Seven Lacs
     Commencement Date        Twenty Nine Thousand Eight Hundred Fifty
                              Only)

o)   Interest Free            Rs 57,32,685/- (Rupees Fifty Seven Lacs      12 of Lease Deed
     Refundable Maintenance   Thierty Two Thousand Six Hundred Eighty
     Security Deposit @ Rs.   Five Only))
     63 Per Sq.Ft. (Payable
     on the Lease
     Commencement Date)

p)   Lock- in- period from    Thirty Six (36) (Months)
     the Date of Lease                                                     3 & 14 of Lease Deed
     Commencement

q)   Notice period for        Six (6) (Months)                             3 of Lease Deed
     termination of Lease                                                  11 of Annexure 1
     Deed

r)   Charges for External     Rs 7,50,000/- (Rupees Seven Lacs Fifty
     Signage                  Thousand Only) per annum to be paid in
                              advance



This Annexure forms an integral part of the Lease Deed.



FOR AND ON BEHALF OF                             FOR AND ON BEHALF OF
DLF CYBER CITY                                   WNS GLOBAL SERVICES (P) LTD


  /s/ A.S.Minocha                                   /s/ Amit Bhatia
    (A.S.MINOCHA)                                    (AMIT BHATIA)
AUTHORISED SIGNATORY                             AUTHORISED SIGNATORY

                                       19



                                                                    ANNEXURE III


                          (TENTATIVE SIXTH FLOOR PLAN
                          BLOCK A & B, INFINITY TOWER)

                                       20

                                ANNEXURE-IV(a)

TENTATIVE SUPER BUILT UP AREA CALCULATIONS
BLOCK 'A', INFINITY TOWERS



- --------------------------------------------------------------------------------------------
FLOOR/           OFFICE AREA         TERRACE AREA         SUPER AREA          TOTAL SUPER
OFFICE NO.                                                                   BUILT UP AREA
               -----------------------------------------------------------------------------
                (SQM)     (SFT)      (SQM)   (SFT)      (SQM)     (SFT)      (SQM)     (SFT)
- --------------------------------------------------------------------------------------------
                                                               
SIXTH/6F       2840.896   30579     65.340   703       3551.120   38224     3583.790   38576
- --------------------------------------------------------------------------------------------
TOTAL          2840.896   30579     65.340   703       3551.120   38224     3583.790   38576
- --------------------------------------------------------------------------------------------


Aforesaid areas are tentative and subject to change, the final areas shall be
confirmed by the DLF on the date of possession upon completion of construction
of the said building after accounting for changes during construction, if any.
The Super built up area shall be the sum of Office area of the said premises and
its prorata share of Common areas in the entire said building i.e., Infinity
Towers.
Whereas the Office area of the said premises shall mean the entire area
enclosed by its periphery walls including area under walls, wall cladding,
columns AHU and electrical rooms, half the area of walls common with other
premises etc. which form integral part of said premises and Common area shall
mean all such parts/areas in the said building which WNS Global
Services/Occupants of the said premises shall use by sharing with other
Allottees/Occupants in the said building including entrance canopy and lobby,
stilt area, atrium, corridors and passages, common toilets, area of cooling
towers, security/fire control room(s), lift shafts, all electrical shafts, D.G.
shafts, A C shafts pressurisation shafts, plumbing and fire shafts on all floors
and rooms, staircases, mumties, refuge areas, lift machine rooms, water tanks,
electric sub station and transformers. In addition entire services area in
basement including but not limited to D.G. set rooms, AC plant room underground
water and other storage tanks, pump rooms, maintenance and service rooms, fan
rooms and circulation areas etc. shall be counted towards common area.
Super built up area of offices provided with attached useable open terrace(s)
shall also include half the area of such terrace(s).

                                       21



                                 ANNEXURE-(IV)b


TENTATIVE SUPER BUILT UP AREA CALCULATIONS
BLOCK 'B', INFINITY TOWERS



- -------------------------------------------------------------------------------------
FLOOR/                                                               TOTAL SUPER
OFFICE NO.     OFFICE AREA        TERRACE AREA    SUPER AREA         BUILT UP AREA
               ----------------------------------------------------------------------
                (SQM)     (SFT)   (SQM)   (SFT)    (SQM)     (SFT)    (SQM)     (SFT)
- -------------------------------------------------------------------------------------
                                                        
SIXTH/6F       3895.838   41935     -       -     3583.790   52419   3583.790   52419
- -------------------------------------------------------------------------------------
TOTAL          3895.838   41935     -       -     3583.790   52419   3583.790   52419
- -------------------------------------------------------------------------------------


Aforesaid areas are tentative and subject to change, the final areas shall be
confirmed by the DLF on the date of possession upon completion of construction
of the said building after accounting for changes during construction, if any.
The Super built up area shall be the sum of Office area of the said premises and
its prorata share of Common areas in the entire said building i.e., Infinity
Towers.
Whereas the Office area of the said premises shall mean the entire area enclosed
by its periphery walls including area under walls, wall cladding, columns AHU
and electrical rooms, half the area of walls common with other premises etc.
which form integral part of said premises and Common area shall mean all such
parts/areas in the said building which WNS Global Services/Occupants of the said
premises shall use by sharing with other Allottees/Occupants in the said
building including entrance canopy and lobby, stilt area, atrium, corridors and
passages, common toilets, area of cooling towers, security/fire control room(s),
lift shafts, all electrical shafts, D.G. shafts, AC shafts, pressurisation
shafts, plumbing and fire shafts on all floors and rooms, staircases, mumties,
refuge areas, lift machine rooms, water tanks, electric sub station and
transformers. In addition entire services area in basement including but not
limited to D.G. set rooms, AC plant room underground water and other storage
tanks, pump rooms, maintenance and service rooms, fan rooms and circulation
areas etc. shall be counted towards common area.
Super built up area of offices provided with attached useable open terrace(s)
shall also include half the area of such terrace(s).

                                       22

                                 ANNEXURE V(A)
 STATEMENT OF RENT, INTEREST FREE SECURITY, INTEREST FREE MAINTENANCE SECURITY
        PAYABLE BY M/S WNS GLOBAL SERVICES (P) LTD TO M/S CYBER CITY LTD
                           DURING THE PERIOD OF LEASE
                   FOR SIXTH FLOOR, TOWER A, INFINITY TOWERS




- ------------------------------------------------------------------------------------------------------------------------------------
PERIOD                      RENT PAYABLE PER                 *INTEREST FREE     Estimated            INTEREST FREE          Free
                            MONTH                                               Maintenance
(In Months)                 FOR AN AREA 38,576               SECURITY (IFS)     Charges per          MAINTENANCE            Car
                            SQ. FT. (in Rs.)                 (IN Rs.)           month (Rs.)          SECURITY (IFMS)        Parking
                                                             EQUIVALENT TO      (estimated to be     @ Rs63 per sq. ft.     Space
                                                             3 MONTHS           @21/- per sq. ft.    (equivalent to
                                                             PREVAILING         per month            3 months maintenance
                                                             RENT               presently)           charges which are
- ------------------------------------------------------------                                         presently estimated
BEGINNING      ENDING       Rentals (Rs.)    Total Rental                                            to be Rs21/- per
FROM           ON           per sq. ft. of   For 38,576                                              sq. ft. per month
                            the Super        sq. ft. (Rs.)                                           for 24 X 6
                            Built Up                                                                 Operations)
                            Area
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
1st May 2005   31st         30               1157280         3471840            810096               2430288                38
               October
               2009
- ------------------------------------------------------------------------------------------------------------------------------------
1st November   30th April   34.5             1330872         3992616            810096               2430288                38
2009           2014
- ------------------------------------------------------------------------------------------------------------------------------------



Note: 1. Assuming escalation after 4.5 years of lease is to the maximum of 15%.
         The rentals and interest free security increases proportionately.

2. The maintenance charges are at 1.2 times of the actuals presently capped to
   be Rs.21.00 for 24*6 Operations.

3. Any additional car parking space @2500/-per month per car park besides 38
   free car parking space. Subject to availability of space.

4. The first term of lease will be expiring on 31st October, 2009. First
   Renewal will be for a 54 months starting from 1st November, 2009.

5. Payment of Rent shall begin from 1st August 2005.

                                       23

                                ANNEXURE V(B)
 STATEMENT OF RENT, INTEREST FREE SECURITY, INTEREST FREE MAINTENANCE SECURITY
        PAYABLE BY M/S WNS GLOBAL SERVICES (P) LTD TO M/S CYBER CITY LTD
                           DURING THE PERIOD OF LEASE
                   FOR SIXTH FLOOR, TOWER B, INFINITY TOWERS




- ------------------------------------------------------------------------------------------------------------------------------------
PERIOD                      RENT PAYABLE PER                 *INTEREST FREE     Estimated            INTEREST FREE          Free
                            MONTH                                               Maintenance
(In Months)                 FOR AN AREA 52,419               SECURITY (IFS)     Charges per          MAINTENANCE            Car
                            SQ. FT. (in Rs.)                 (IN Rs.)           month (Rs.)          SECURITY (IFMS)        Parking
                                                             EQUIVALENT TO      (estimated to be     @ Rs63 per sq. ft.     Space
                                                             3 MONTHS           @21/- per sq. ft.    (equivalent to
                                                             PREVAILING         per month            3 months maintenance
                                                             RENT               presently)           charges which are
- ------------------------------------------------------------                                         presently estimated
BEGINNING      ENDING       Rentals (Rs.)    Total Rental                                            to be Rs21/- per
FROM           ON           per sq. ft. of   For 52,419                                              sq. ft. per month
                            the Super        sq. ft. (Rs.)                                           for 24 X 6
                            Built Up                                                                 Operations)
                            Area
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
1st June 2005  31st         30               1572570         4717710            1100799              3302397                52
               November
               2009
- ------------------------------------------------------------------------------------------------------------------------------------
1st December   31st May     34.5             1808455.5       5425366.5          1100799              3302397                52
2009           2014
- ------------------------------------------------------------------------------------------------------------------------------------



Note: 1. Assuming escalation after 4.5 years of lease is to the maximum of 15%.
         The rentals and interest free security increases proportionately.

2. The maintenance charges are at 1.2 times of the actuals presently capped to
   be Rs.21.00 for 24*6 Operations.

3. Any additional car parking space @2500/-per month per car park besides 38
   free car parking space. Subject to availability of space.

4. The first term of lease will be expiring on 30th November, 2009. First
   Renewal will be for 54 months starting from 1st December, 2009.

5. Payment of Rent shall begin from 1st November 2005.

                                       24

                                                                  ANNEXURE -- VI

            MONTHLY MAINTENANCE AND SERVICE EXPENDITURE (INDICATIVE)

The expected monthly maintenance and service expenditure shall be 1.20 times the
sum total of the following expenditure calculated on sq.ft. of super built-up
area basis and shall be charged every month. The expenditure shall include but
shall not be limited to the following:

1.   Service contract expenditure including taxes & statutory levies as
     applicable, charges for operation and maintenance of all electro-mechanical
     equipments and all equipment additionally installed by THE
     LESSOR/maintenance agency.

2.   Cost of water for all purposes.

3.   Cost of electricity for central air-conditioning and all services provided
     including in the parking, common and external areas.

4.   Cost of maintenance of landscaped areas, compound wall, tube well,
     electrification sewerage, roads and paths and any other services within the
     boundary of the said Plot.

5.   Cost of maintenance, cleaning, painting and necessary replacements of a
     revenue nature in common areas including cost of maintenance of basements
     and common services therein.

6.   Cost of security services.

7.   Cost of administrative staff, maintenance staff of the said Building and
     the manager, directly related to the maintenance of the said Building.

8.   Cost of all consumables for all services in common areas.

9.   Annual fees of various authorities.

10.  Cost of diesel and lubricants for DG sets.

11.  Cost of all replacements/refurnishings of parts.

12.  Cost of insurance of the said Building and fitouts when fitted out space is
     provided.

13.  Township maintenance charges till the services of the colony are handed
     over to a local body or authority.

14.  Depreciation/sinking fund of all electro-mechanical equipments, including
     but not limited to chillers, D.G. Sets and lifts.

15.  Cost of exclusive services, if any, provided to the occupant.

16.  Maintenance Charges for Car Parking Space.

                                       25

                                                                    ANNEXURE VII

               CAR PARKING SPACES EARMARKED FOR USE BY THE LESSEE

Number of car parking spaces earmarked in the basement/surface for use by M/s
WNS Global Services (P) Ltd

90 (NINETY) NUMBERS

                                       26

                                                                   ANNEXURE VIII

       TENTATIVE SPECIFICATIONS FOR COMMERCIAL BUILDINGS AT BLOCK A & B,
                     DLF INFINITY TOWERS, DLF CITY, GURGAON



- --------------------------------------------------------------------------------
STRUCTURE                   RCC framed structure
- --------------------------------------------------------------------------------
                         
Finishes
- --------------------------------------------------------------------------------
External Facade             Combination of Clear Float Glass and/or Reflective
                            floats glass with Granite / Metal Cladding /
                            Exterior paint / any other.
- --------------------------------------------------------------------------------
Atrium, Lift Lobbies        Combination of Indian marbles and / or granites.
Floors & Walls.
- --------------------------------------------------------------------------------
Main staircase(s) / Fire    Terrazzo / Kota Stone / Good concrete.
Escape staircase(s)
- --------------------------------------------------------------------------------
Elevators                   High Speed Passenger Elevators.
                            Service Elevator
- --------------------------------------------------------------------------------
Basement                    Basement for parking & services.
- --------------------------------------------------------------------------------
Amenities                   Centrally Air Conditioned Building -- Provision for
                            office area Air Conditioning provided up to AHU on
                            each floor. The internal distribution system of
                            Air Conditioning shall be sole responsibility of
                            the tenant.
- --------------------------------------------------------------------------------
Power Back-up               100% power back-up including power back-up for AC
                            system also.
- --------------------------------------------------------------------------------
Fire Fighting               Sprinkler and fire detection system will be provided
                            in the basement area and common area only as per
                            NBC. For fire fighting & sprinkler services in
                            Office area, provisions will be made up to service
                            shaft on each floor.
- --------------------------------------------------------------------------------
Wash room                   Gents / Ladies Toilet on each floor as per statutory
                            norms, CI/GI piping will be provided, but no CP
                            fittings, Fixtures Wall / Floor finishes. Door &
                            shutters will be provided.
- --------------------------------------------------------------------------------
Electricity/Telephone       Provision on each floor up to the shaft. Connections
                            have to be arranged by respective owners/users. No
                            Electric conduits or wiring shall be provided in the
                            slab.
- --------------------------------------------------------------------------------


                                      NOTE:

A.   Materials, specially the imported ones, are subject to availability as per
     prevalent policies of Govt. of India.

B.   Larger floor heights provided are due to architectural reasons. However,
     from the view point of air conditioning load, the height of false ceiling
     to be done by the Occupants shall not exceed 3 mtrs. from the finished
     floor level.

C.   The above mentioned specifications are for common area only. The office
     area will be in "BARE SHELL" condition only i.e. cement flooring, no
     plaster on concrete columns, walls or ceiling except on brick walls
     wherever provided. All fittings, A.C. Ducts, Electrical distribution and
     Fire Fighting, etc. shall be the sole responsibility of the Occupants.

D.   Plumbing provision for extra toilets may be given at one/two different
     locations.

E.   The above specifications are tentative and are subject to change at the
     sole discretion of the Lessor.

                                       27

                                                                     ANNEXURE IX

CONDITIONS OF THE DEMISED PREMISES ON HANDOVER DATE FOR OCCUPATION AT THE TIME
OF HANDOVER FOR OCCUPATION, THAT IS 1ST MAY 2005 FOR TOWER A & 1ST JUNE 2005 FOR
TOWER B.

Completion status of the building to be achieved at the time of the building
operation date.

     1.   The Demised Premises shall be operational along with all services such
          as Air-conditioning, power back-up, water supply to start operations.

     2.   Passenger and service lifts to support THE LESSEE's operations.

     3.   Cables of telephone service provider shall be terminated to the
          basement of the said building. Service provider to discuss all other
          last mile connectivity issues with THE LESSEE's IT team and THE LESSOR
          to provide all possible assistance for the same.

     4.   AHUs, DGs and chillers shall be operational for servicing the Demised
          Premises.

                                       28

                                                                      ANNEXURE X

           THE LESSEE'S RESPONSIBILITY DURING INTERIOR FITOUTS WORK,
 ADDITIONS/MODIFICATIONS/ALTERATIONS OF INTERIOR WORKS (REFERRED HEREINAFTER AS
           INTERIOR WORKS) AND DURING THE LEASE TENURE/LEASE RENEWAL

THE LESSOR has provided the fire detection systems as elaborated in Part B.
These systems are as per NBC norm.

A.   THE LESSEE will be responsible to ensure that:

1.   The existing sprinkler system provided is not to be isolated or closed at
     any point of time during interior works. For providing sprinklers below
     false ceiling a separate network of sprinklers to be installed.

2.   THE LESSOR has provided the electrical tap-off in electrical room along
     with a submeter installed. THE LESSEE to tap-off electricity through proper
     distribution panel/board properly earthed. The distribution of electricity
     inside the premises during the interior works shall be the responsibility
     of THE LESSEE.

3.   While doing any hot works, THE LESSEE is to ensure that adequate standby
     firefighting mechanism in place which includes fire extinguishers, sand
     buckets, etc.

4.   Zonal fire detection panels are provided on all floors. THE LESSEE to
     ensure that at any point of time there would be some smoke detectors spread
     over the Demised Premises operational and connected to the Zonal panel.

5.   THE LESSEE to use fire retardant material in the design of their interior
     works.

6.   During interior works, THE LESSEE to ensure proper signages and fire escape
     routes are prominently displayed inside their premises.

7.   THE LESSEE to ensure that the electro-mechanical system installed in the
     Demised Premises is properly maintained during their interior works and at
     the time of operations. THE LESSEE to also ensure that no fire spreads from
     the premises.

8.   While designing of interior works, it should be kept in mind that the
     access to the fire hydrants is not restricted in any way.

9.   Security Guards professionally trained in fire fighting systems to be
     deployed on each floor during all shifts round the clock. They should be
     capable of handling the fire fighting equipment provided on the floors such
     as fire hydrants, etc.

10.  The entire building is a no smoking zone. THE LESSEE to ensure that even
     during interior works no person smokes inside the building.

11.  No items of any nature to be stored in Electrical Control/Panel Room. A
     stray electrical spark may result in such items catching fire; moreover,
     presence of such items may impede access to Control Panel in times of
     emergency.

12.  Please refrain from use of cooking gas in your pantries/kitchens.

13.  No Parking of CNG/LPG powered cars in basements as the chances of
     occurrence of fire/explosion in such vehicles are very high.

14.  No storage of any material/records in basement, to enable free movement.

15.  THE LESSEE's Security Personnel should not remain inside the offices after
     they have been closed for the day. Unauthorised smoking by such staff can
     also contribute to major fire. After closing hours, your Security be
     stationed outside the office (and

                                       29



     not within), and the interiors of the offices can be monitored by them over
     closed circuit video cameras.

16.  Fire detection, alarm systems and fire fighting systems must not be closed
     or isolated during the period when interior works are carried out or during
     the lease period or lease renewal period.

B.   The following fire-detection and alarm system are provided as per NBC norms
     inside the premises:

  Fire Detection & Alarm System:
  -------------------------------

     1.  Main control / Alarm panel located in security room connected with the
         floor-wise zonal panel located near the staircase.
     2.  The Smoke / Heat Detectors installed by the floor occupant are
         connected to the zonal panels located on the floors.
     3.  The main panel has inbuilt zone-wise fire detector and automatic alarm
         on all floors, through an amplifier.
     4.  All AHUs and other ventilation / pressurization systems are
         operationally hooked-up with fire alarm / detection system.

   Fire Fighting System
   --------------------

   The following fire fighting systems are provided along with:
      o  Fire Pumps (Hydrants & sprinkler)
      o  Jockey pumps
      o  Diesel Driven engine pump
      o  Fire Hydrants
      o  Hose reels
      o  Fire extinguishers in common areas
      o  Sprinkler systems
      o  Public address and Alarm System
      o  Automatic / manual Fire Alarm system

The Fire Hydrant systems comprises of internal fire hydrant system available on
all the floors and the external hydrant system around the building.

Sprinkler system is provided in basement, Lift lobby and service area and office
areas as per NBC norms.

                                       30

                                                                    Exhibit 10.3



                           LEAVE AND LICENCE AGREEMENT

     THIS AGREEMENT made on this 18th October 2002, between GODREJ & BOYCE
MANUFACTURING COMPANY LTD., a Company incorporated under the provisions of the
Indian Companies Act, 1913, and having its Registered Office at Pirojshanagar,
Vikhroli, Mumbai 400 079 (hereinafter referred to as the "Licensor"), of the ONE
PART, and World Network Services Pvt. Ltd., a Limited Company incorporated under
the Companies Act, 1956, and having its Registered Office Pirojshanagar, Eastern
Express Highway, Vikhroli(E), Mumbai - 400 079, (hereinafter referred to as "the
Licensee") of the OTHER PART.


The "Licensor" and the "Licensee" are hereinafter together always referred to as
the "Parties" and are individually, when necessary, referred to as "Party".


RECITALS

     WHEREAS the Licensor is the owner of and absolutely seized & possessed of
and/or otherwise well and sufficiently entitled to all those lands lying being
and situate at Pirojshanagar, Vikhroli, Mumbai - 400 079, on which lands the
Licensor has built and constructed several industrial sheds and office blocks
(hereinafter referred to as "the Larger Premises")

AND WHEREAS the Licensor has constructed Plant no. 10 Industrial building
admeasuring about 80,945 Sq. Ft, constructed on the Survey No. 57 (pt) of
Village Vikhroli corresponding to CTS No. 7 (pt) and 67(pt).

AND WHEREAS the Licensee is desirous of using and occupying 59,202 sq. ft.
(56,720 sq. ft. on ground floor, and an area of 2,482 sq. ft. on the lower
ground floor level) of the Building Plant No. (Industrial Shed No.) 10 as
aforesaid delineated in red in the Plan annexed and more particularly described
in the Schedule hereto (hereinafter referred to as "the Licensed Premises").

AND WHEREAS the Licensee has requested the Licensor to permit the Licensee to
use and occupy the Licensed Premises which request has been acceded to by the
Licensor and the Parties hereto have agreed to enter into a Leave & License
Agreement in the manner following.

                                     Page 1



NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

ARTICLE 1 - THE LICENCE

1.1  The Licensor hereby permits the Licensee to use and occupy the Licensed
     Premises and the Licensee hereby agrees to use the Licensed Premises as a
     Licensee for carrying out its professional services business, including
     Computer software and IT enabled services for a period of 33 months from
     16th August 2005 ending on 15th May 2008, on the terms and conditions
     hereinafter contained and on the part of the Licensee to be observed and
     performed.

1.2  It is expressly agreed by and between the Parties that juridical possession
     of the Licensed Premises shall be always that of the Licensor. The Licensee
     is granted a personal, non-transferable and non-assignable licence to use
     the Licensed Premises on the terms and conditions stated herein

1.3  It is the express, real and true intention of both the Parties that this
     Agreement shall be a licence only according to the terms hereof, and that
     the Licensor shall have free and unobstructed access to the Licensed
     Premises during working hours, with adequate prior notice to the Licensee
     and without inconveniencing the Licensee in any way. Provided always that
     the Licensor shall not interfere with the work or operation of the Licensee
     being lawfully carried on in the Licensed Premises.

1.4  The Licensee shall at any time and from time to time, prior to and during
     the subsistence of the agreement, be at liberty to carry out make and
     effect upon the Licensed Premises such addition, alterations, renovation
     and improvement to the Licensed premises (especially that of structural/
     material addition and alteration) only with the prior written consent of
     the Licensor and such requests shall not be denied unless they are of a
     nature that are detrimental to the structural safety of the building or in
     violation of local laws or regulations. Save and except any changes that
     have been carried out with the approval of the Licensor, the Licensed
     Premises shall be left or returned in more or less the same condition in
     which they were at the time when the Licensee was inducted in the Licensed
     Premises, subject to reasonable wear and tear attributable to normal use
     for the business. The Licensee shall further ensure that such additions
     fixtures fittings alterations or improvements do not damage any part of the
     License Premises or any load bearing structural member of the Licensed
     Premises.

1.5  On the expiry or sooner determination/termination of this Agreement the
     Licensee shall remove itself, its employees, representatives, servants and
     agents from the Licensed Premises, which shall save and

                                     Page 2



     except changes approved by the Licensor, be in the minimum in the same
     condition in which the Licensed Premises was on the date of this Agreement,
     subject to reasonable wear and tear attributable to normal use for the
     business, Provided Further that the Licensee shall be entitled to leave any
     of its furniture, fittings, fixtures, leasehold improvements and approved
     alterations as well as to remove its records and all other belongings from
     the Licensed Premises on the expiry or sooner determination of this
     Agreement.

1.6  The Licensee shall have in common with the Licensor and its servants,
     agents, staff, employees, suppliers, customers and bona fide visitors, and
     its own servants, agents, staff, employees, suppliers, customers and bona
     fide visitors, the non-exclusive licence to have ingress and egress from
     the Licensed Premises. Such non-exclusive ingress or egress shall in no way
     be deemed to confer on the Licensee any right of easement relating to or
     running with the land or on any other grounds or any other rights
     whatsoever. The Licensee undertakes to the Licensor that it shall be
     exclusively responsible and liable for all acts of commission and omissions
     of its servants, agents, staff, employees, suppliers, customers and bona
     fide visitors of the Licensee for or in respect of damage, loss, costs, or
     either harm or injury caused to any property of the Licensor or to any
     other Licensees of the Licensor, its/their servants, agents, staff,
     employees, suppliers, customers and bona fide visitors in the Licensed
     Premises.

1.7  The Licensee may, at its own cost, put up two sign-boards indicating its
     name, on the exterior of the Licensed Premises, Provided that the
     dimensions and exact location of such sign boards shall be intimated, in
     advance, to the Licensor for its approval and that such approval should be
     obtained, in writing, Provided However, that such approval shall not be
     unreasonably withheld. Such signboards should not cause any damage to the
     facade of the Licensed Premises and shall not contravene any local laws or
     regulations.

1.8  The Licensee shall be entitled to apply and obtain at its own cost separate
     telephone lines and any other telecom infrastructure The Licensee shall
     have the right to surrender the said separate telephone lines to the
     telephone company on or before the expiry of the license. The Licensor
     shall give the necessary No Objection and/or consent to enable the Licensee
     to obtain the separate telephone lines, leased lines and other telecom
     infrastructure.

1.9  The Parties agree that on the basis of the express assurances and
     undertakings mentioned herein the Licensor has agreed to grant to the
     Licensee, the present licence to use and occupy the Licensed Premises.

1.10 The Licensee shall be allowed for use by it and its officers, agents,
     staff, employees, suppliers, customers and bona fide visitors Thirty

                                     Page 3



     (30) car parking spaces for parking in front of the Licensed Premises and
     an additional thirty five (35) car parks located in the vicinity reserved
     exclusively for the Licensee and its officers, agents, staff, employees,
     suppliers, customers and bona fide visitors.


ARTICLE 2 - LICENCE FEE

     The Licensee shall pay to the Licensor during the term of this Agreement a
     monthly licence fee or compensation of Rs.5,92,020/- (Rupees Five Lakh
     Ninety Two Thousand and twenty only) (the "Licence Fee") less deduction on
     account of income-tax deductible at source under the provisions of
     Income-Tax Act, 1961 and Rules made thereunder, as applicable. Provided
     however that the License fee shall be payable with effect from 16th August
     2005.


ARTICLE 3 - LICENSEE'S OBLIGATIONS

3.1  The Licensee shall pay the Licence Fee in advance on or before the 7th day
     of each English calendar month.

3.2  The Licensee shall observe, perform, conform and comply with and carry out
     at its own cost in so far as the Licensed Premises are concerned, terms and
     conditions thereof and provisions, requirements of such acts, rules,
     regulations, notifications and notices which may, from time to time, be or
     made applicable or may be issued and certified in respect of the Licensed
     Premises by Union of India, State of Maharashtra, Municipal Corporation of
     Greater Mumbai and/or any local or public authority (except such of the
     provisions and requirements thereof as may involve structural alteration in
     the Licensed Premises or any part thereof) and shall, at all times
     indemnify and keep always indemnified the Licensor from and against all
     liabilities, costs, charges and expenses in respect of non-observance,
     non-performance and non-compliance thereof.

3.3  The Licensee will keep the interior of the Licensed Premises and every part
     thereof including doors, windows, shutters, pipes, including existing false
     ceiling, air conditioning ducting etc., and all additions and improvements
     therein and thereto in good and substantial repair and condition, (subject
     to reasonable wear and tear) save and except any such items as have been
     removed with prior approval of the Licensor.

3.4  In the event, the Licensee as a corporate entity, undertakes any
     restructuring resulting in formation of subsidiaries of the Licensee, the
     Licensee may be permitted to extend the use and occupation of the Licensed
     Premises to such of its subsidiaries so far as the such subsidiaries are in
     the same line of business as the Licensee and that

                                     Page 4



     the permission by the Licensor to extend the use and occupation of the
     Licensed Premises is at the absolute discretion of the Licensor and with
     the Licensor's prior express written consent which consent shall not be
     unreasonably withheld. Provided however, the Licensee shall promptly notify
     the Licensor of the use of the Licensed Premises by such subsidiaries.

3.5  The Licensee shall use the Licensed Premises without in any manner
     disturbing and/or interfering with the activities and business of the
     Licensor or its associates or its subsidiary companies or any other persons
     authorised by the Licensor in that regard.

3.6  The Licensee shall take all steps reasonably deemed necessary for
     protecting the Licensed Premises

3.7  The Licensee shall take utmost care in using the Licensed Premises and
     shall use the Licensed Premises only for the business of the Licensee and
     in a lawful manner and for no other purpose.

3.8  The Licensee shall keep the Licensed Premises and every part thereof in
     clean and tidy condition. The Licensee shall not keep anything in or around
     the Licensed Premises, which shall always be kept un-littered and clean.

3.9  The Licensee or its representatives shall not in any manner prevent the
     Licensor or any other person authorised by the Licensor from using the
     common facilities and things used in common with the Licensor or any other
     person or occupiers authorised by the Licensor.

3.10 The Licensee shall not do any act, deed, thing and matter which would
     constitute a breach of any statutory requirements and which would adversely
     affect the Licensed Premises or any part thereof or the rights of the
     Licensor.

3.11 The Licensee shall at its own cost provide fire safety equipment on the
     Licensed Premises. In so far as the compliance with the provisions of the
     Maharashtra Fire Prevention and fire safety laws is concerned the Licensee
     shall at it own cost provide all the fire safety equipments and take all
     steps necessary to ensure compliance with the provisions of such laws as
     may be applicable in this regard.

3.12 The Licensee agrees, confirms and undertakes to bear/reimburse all costs,
     charges and expenses relating to stamping and registration of this
     Agreement and its duplicate in their entirety, and shall extend all
     cooperation to the Licensor in getting the said Agreement registered.
     However, each Party shall bear its own legal costs.

                                     Page 5



ARTICLE 4 - LICENSOR'S REPRESENTATIONS/WARRANTIES

4.1  The Licensed Premises have been constructed in accordance with the
     sanctioned plans, rules and regulations as prescribed and in compliance
     with the approvals granted by the concerned authorities in this regard.

4.2  The Licensor shall duly obtain the occupation certificate certifying that
     the Licensed Premises is fit for office use and occupation.

4.3  The Licensor is the sole and absolute owner and has proper title to the
     Licensed Premises, and is not restricted in any manner whatsoever from
     granting the Licensed Premises on Leave and Licence basis to the Licensee
     in the manner contemplated in this Agreement. Further, the Licensor shall
     prior to the occupation of the Licensed Premises by the Licensee, obtain
     all necessary approvals or permissions as may be required to be obtained
     including from any government or regulatory authority, building association
     or society permitting it to grant the Licensed Premises on leave and
     licence basis to the Licensee.

4.4  The Licensee will not be liable for any charges or outgoings in respect of
     the Licensed Premises prior to the effective date of commencement of the
     Licensed Agreement.

4.5  The Licensor shall take all reasonable steps to assist the Licensee for
     facilitating the installation of telecommunications infrastructure
     including telephone lines, leased lines, Satellite Dish, VSAT's/RF Masts
     etc. by the Licensee or on its behalf.


ARTICLE 5 - LICENSEE RESPONSIBILITIES

5.1  The Licensee or any other person dealing for/through it shall be
     responsible for compliance of various statutory laws, as applicable and
     rules made thereunder, including but not limited to labour related
     legislations with regard to licensees business. The Licensee further
     covenants that it shall indemnify and keep the Licensor indemnified against
     any claims, demands, costs, charges, expenses, losses, whatsoever that may
     arise in connection with the Licensed Premises on account of any wilful
     contravention/breach by the Licensee, except by an act of God, natural
     calamities or perils or any person dealing for/through it of any
     regulations and laws for the time being in force.

5.2  The Licensee herein represents, confirms and states that its paid up
     capital is in excess of Rs.1,00,00,000/- (Rupees One Crore Only) and,
     therefore, the provisions of the newly introduced Maharashtra Rent Control
     Act, 1999, shall not apply to this Agreement. The Licensee hereby
     undertakes that as long as the Leave & Licence Agreement

                                     Page 6



     with the Licensor is in force, it will not reduce its paid up capital or
     take any action which is likely to result in the reduction of its paid up
     capital. In the event the Licensee desires or determines to reduce its paid
     up capital below Rs 1,00,00,000 or such statutory limits as may be fixed by
     the Maharashtra Rent Control Act, 1999 the Licensee shall immediately
     inform the Licensor of such decision or desire to reduce the paid up equity
     capital. Upon such notification, the provisions of Clause 9.1 below shall
     apply. Moreover, the Licensee acknowledges the right and entitlement of the
     Licensor to terminate this Agreement under the aforesaid circumstances and
     therefore represents, confirms and states that in the event the Licensor
     seeks to terminate this Agreement, in such an eventuality, the Licensee
     shall hand over peaceful and vacant possession of the Licensed Premises to
     the Licensor within 30 days after being served a written notice by the
     Licensor and the Licensee shall not raise a claim for protection under the
     Maharashtra Rent Control Act, 1999, against the Licensor in respect of the
     Licensed Premises.

5.3  The Licensee shall be responsible for complying with all pertinent
     bye-laws, rules and regulations for the time being in force in respect of
     the changes made by the Licensee inside the Licensed premises the Licensee
     may deem fit for full enjoyment of the Licensed Premises.


ARTICLE 6 - THE LICENSEE NOT TO ASSIGN, TRANSFER, ETC.

     It is expressly agreed by and between the Parties that this Agreement shall
     be deemed to be personal to the Licensee and the Licensee shall not assign,
     transfer or sublicense this Agreement. Further, this Agreement constitutes
     a non-transferable licence to the Licensee.


ARTICLE 7 - LICENSOR NOT LIABLE TO LICENSEE, ITS DIRECTORS, SERVANTS, ETC., OR
TO ITS PROPERTY FOR INJURY/DAMAGES/LOSS

7.1  The Licensor shall not be liable to the Licensee, its Directors, officers,
     employees, servants, agents, invitees, visitors, customers or any other
     person using or at any time being upon the Licensed Premises or any
     personal injury, damage, loss or inconvenience howsoever or whatsoever
     caused to them or to any goods or chattels brought by any person upon the
     Licensed Premises it being the intention of and agreed to between the
     Parties that the Licensee and other persons using the Licensed Premises
     shall use the same solely at the risk of the Licensee, provided that, such
     injury, damage, loss or inconvenience is not caused by the negligence of
     the Licensor, its employees or agents.

                                     Page 7



7.2  It is expressly agreed by the Licensee that the Licensor or its servants or
     agents shall not be liable for any loss, accident, damage that may be
     caused to Licensee or to its personnel or property whilst using the
     Licensed Premises as herein mentioned, either by accident or otherwise,
     either directly or indirectly or vicariously.


ARTICLE 8 - LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES

8.1  The Licensor shall provide the Licensee for its operation at its own cost:
     (a) Water: Requisite water connection from the municipal corporation. The
     charges for consumption of water will however be borne by the Licensee as
     per actual metered consumption at prevailing rates. The Licensee shall be
     obligated to pay the said charges within 07 days of the Licensor's making a
     written request to the Licensee on this behalf
     (b) Power: With a view to enable the Licensee to put up and operate lights,
     fans, split/windows/central air-conditioning and other electrical,
     mechanical and electronic equipment, computers, peripherals, fittings and
     apparatus, as the Licensee may require, the Licensor shall allow the
     Licensee to make necessary application for power to the concerned
     authorities and avail of the power supply. The Licensor shall provide the
     necessary no objection for such application of power supply by the Licensee
     to the authorities. Any alterations or additions to the electrical
     installations, which the Licensee carries out, shall be intimated to the
     Licensor and the Licensee shall obtain necessary statutory approvals for
     the same.
     The Licensee hereby agrees to bear all charges to be paid to the power
     supply company for making the power available to the Licensee in terms of
     these presents and for consumption of the electric power by the Licensee.

8.2  The Licensor shall continue to pay all municipal rates, taxes, cesses,
     charges (hereinafter referred to as "Taxes") as prevailing on the date of
     execution of this Agreement. Any future increase in the rates of taxes and
     outgoings aforesaid by the Municipal Corporation of Greater Mumbai
     subsequent to the first assessment as a Licensed Premises shall be shared
     equally by the Licensor and the Licensee. In other words the Licensee shall
     not be liable for any increase of taxes and outgoings if such increase is
     attributable only to a change in the nature of assessment due to the
     License created in favour of the License.

8.3  The Licensor or any other person dealing for/through it shall be
     responsible for compliance of various statutory laws, as applicable and
     rules made thereunder, including but not limited to labour related
     legislations. The Licensor further covenants that it shall

                                     Page 8



     indemnify and keep the Licensee indemnified against any claims, demand,
     costs, charges, expenses, losses, whatsoever that may arise on account of
     any contravention/breach by the Licensor or any person dealing for/through
     it of any regulations and laws for the time being in force.

8.4  The Licensor agrees and undertakes that it shall not, during the
     subsistence of this Agreement and during the period the Licensee is in
     occupation of the Licensed Premises assign, transfer, charge and encumber
     or otherwise dispose of the Licensed Premises or any part thereof without
     securing the interest of the Licensee in the Licensed Premises, it being
     clearly understood that the right of the Licensor to transfer and charge
     the Licensed Premises is subject to the Leave and Licence Agreement and/or
     any other arrangements or agreements between the Parties.

8.5  If the whole or any portion of the Licensed Premises shall, at any time, be
     destroyed or damaged, so as to be rendered inaccessible or uninhabitable,
     in whole or in part, other than due to the fault of the Licensee or if as a
     result of any of the force majeure events as mentioned in Article 13 the
     Licensee is prevented from gaining free and unobstructed access to the
     Licensed Premises, then the license fee to be paid hereunder or appropriate
     portion thereof according to the nature and extent of the impediment to
     occupancy shall cease and be suspended proportionately until the Licensed
     Premises shall be rendered fit and accessible for use and occupation by the
     Licensee. However, if the Licensed Premises is not fit for use and
     occupation or continues to remain unfit for use and occupation by the
     Licensee or if the Licensee is prevented from gaining free and unobstructed
     access to the Licensed Premises for a period of 90 days, then the Licensee
     shall upon the expiry of the said 90 day period be entitled to terminate
     this Agreement by giving to the Licensor 07 days notice in writing.

8.6  The Licensor shall permit the Licensee the use and occupation of the
     Licensed Premises during the period of License herein created without any
     hindrance/eviction interruption and/or disturbance, claim or demand
     whatsoever by the Licensor or any person claiming by from under or in trust
     for the Licensor, save and except in the event of termination or prior
     determination under Article 9 below.

8.7  The Licensor shall keep the area surrounding the Licensed Premises and its
     approaches in clean and tidy condition.

8.8  The Licensor shall always be liable to make good the exterior and structure
     of the Licensed Premises including walls, drainage and roof by carrying out
     necessary repairs or renovations within its statutory common duty of care.

                                     Page 9




ARTICLE 9 - TERMINATION, POST-TERMINATION OBLIGATIONS

9.1  Either Party ("non defaulting party") shall be entitled to terminate this
     Agreement in the event of the other party ("defaulting party") committing a
     material breach of the terms, conditions and covenants contained in this
     Agreement to be observed and performed by the defaulting party by giving 30
     days advance notice in writing and if the defaulting party rectifies the
     breach and informs the non defaulting party in writing about the same
     within the said period of 30 days then the notice will cease to be
     effective. However, if the defaulting party is unable to rectify the breach
     within the period of 30 days, then this Agreement shall, at the option of
     the non-defaulting party, stand terminated. Provided if this agreement is
     terminated by the Licensor being the non defaulting party then the Licensee
     shall be liable to pay the Licensor a sum equal to six months compensation.
     Further, in the event the Licensee informs the Licensor of its decision or
     desire to reduce its paid up capital below Rs.1,00,00,000/- or such
     statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999,
     as provided in Clause 5.2, the Licensor shall be entitled to (but not
     obligated to) terminate this Agreement by giving 30 days notice in writing
     to the Licensee, it being the express intention of the Parties that the
     Licensee shall under no circumstances seek protection under the Rent
     Control Act, and that the Licensee shall hand over vacant and peaceful
     possession of the Licensed Premises 30 days after the Licensor serves the
     Licensee with notice of termination as provided hereinbefore.

9.2  Notwithstanding anything contained in Clause 8.5, the Licensee shall have
     the option to terminate the licence by giving 180 days advance notice in
     writing to the Licensor without assigning any reason whatsoever, at any
     time during the license period, as stated in Article 1.1 above. It is
     clarified that the Licensor's right to terminate this Agreement on account
     of breach on the part of the Licensee of any terms and conditions and
     covenants contained herein to be observed and performed by the Licensee by
     giving 30 days notice in writing as stated in 9.1 above shall not be
     affected.

9.3  Notwithstanding anything contained in Articles 9.1 and 9.2 above, it is
     hereby agreed and declared that if the Licensee passes a resolution for
     voluntary winding up or if it is unable to pay its debts or compromises
     with its creditors or if a receiver of its property is appointed or if a
     petition filed under the Companies Act, 1956 for winding up of the Licensee
     is successful or if the Licensee voluntarily becomes the subject of
     proceedings under any bankruptcy or insolvency, or if the Licensee takes or
     suffers action for its reorganization, or it's liquidation or dissolution
     except when such event(s) is within the Entities of the Licensee, or the
     Licensee becomes or is declared a sick company under the Sick Industrial
     Companies Special Provisions Act, 1985, then and in any of such events this
     Agreement shall at the

                                    Page 10



     absolute option of the Licensor stand terminated and thereupon the Licensee
     or the person or persons or authority in whom the estate of the Licensee
     may be vested shall hand over charge of Licensed Premises to the Licensor
     forthwith, failing which the Licensor shall be entitled to re-enter the
     Licensed Premises or any part of the Licensed Premises.

9.4  On the expiry or earlier termination of this Licence, the Licensee shall,
     within not more than 30 days of such expiry or termination, remove its
     employees and servants and all its and their belongings, chattels, articles
     and things, whether or not affixed to the Licensed Premises (hereinafter
     called the "said Goods") from the Licensed Premises, and vacate and hand
     over the Licensed Premises to the Licensor in the same good order and
     condition in which they were at the time when the Licensee entered into the
     Licensed Premises, subject to reasonable wear and tear attributable to
     normal use for the business of the Licensee and as provided in Article 1.5
     above.

9.5  Subject to 9.4 above and the other provisions of this Agreement it is
     expressly agreed between the Parties hereto that occupation of the Licensed
     Premises by the Licensee immediately after expiry or sooner determination/
     termination of this Agreement shall be an act of trespass and the Licensee
     shall pay to the Licensor a sum of Rs.1,35,000/- (Rupees One lakh thirty
     five thousand only) per day for occupying the premises in excess of the one
     month provided in 9.4 above. If this wrongful occupation continues beyond
     the first 60 days after such termination/early determination of this
     Agreement, the sum will double every month thereafter, till such occupation
     continues until such time the amount rises to Rs.5,40,000/-per day (Rupees
     Five lakh forty thousand only). This right will be without prejudice to
     other remedies available to the Licensor in law.


ARTICLE 10 - NO OTHER RIGHTS, TENANCY, ETC.

10.1 It is expressly agreed between the Parties that except what is stated
     herein the Licensee shall not have any right of whatsoever nature into and
     upon the Licensed Premises or the area surrounding thereto and it shall not
     at any time claim any rights of whatsoever nature into and upon the
     Licensed Premises or the area surrounding thereto.

10.2 Nothing herein contained shall be construed as creating any right,
     interest, easement, lease, tenancy, sub-tenancy, deemed tenancy or transfer
     of enjoyment in favour of the Licensee in or over or upon the Licensed
     Premises (or any part thereof) or transferring any interest therein in
     favour of the Licensee other than the licence granted to the Licensee in
     accordance with the terms herein contained and the rights of the Licensee
     under this Agreement and the Licensee agrees and

                                    Page 11



     undertakes that no such contention shall be made by the Licensee at any
     time.

10.3 Without prejudice to its rights and remedies elsewhere provided in this
     Agreement if a statutory amendment is made or announced to the Maharashtra
     Rent Control Act, 1999 (the "Rent Act") or any other statute or law for
     the time being in force which, or if the Rent Act is repealed and another
     rent control statute is enacted in its place which amendment, repeal or
     re-enactment, in the exclusive opinion of the Licensor is likely to
     prejudice its rights under or by virtue of this Agreement or otherwise, the
     Licensor and the Licensee agree to amend/modify this Agreement so that each
     of the rights, of the Licensor and the Licensee, as contained in this
     Agreement is maintained/continued. It is an express intention of the
     Parties hereto that the Licensor shall be and shall always be deemed to be
     in exclusive possession and in full charge and control of the Licensed
     Premises at all times and that the Licensor shall as stated above at all
     times by giving reasonable notice to the Licensee shall have full, free and
     unobstructed entry into the Licensed Premises and only a mere right of user
     as per this Agreement is given to the Licensee.


ARTICLE 11 - SEVERABILITY

     In the event that any provision of this Agreement should be found to be
     invalid or illegal under the applicable law, such provision shall be deemed
     to be omitted to the extent of such invalidity or illegality, and the other
     provisions of this Agreement shall remain valid and in force, and shall
     continue to govern the relationship between the Parties.


ARTICLE 12 - NOTICES

     All notices or other communications required or permitted to be given under
     this Agreement shall be in writing and shall be either delivered personally
     or sent by mail, at the following addresses of the Parties:

           i)  To the Licensor at its Registered office mentioned herein, and
          ii)  To the Licensee at
                 a)   The Licensed Premises and
                 b)   Its registered office

     Notice shall be deemed to be given on the seventh business day after such
     notice is mailed, if sent by registered mail. Any notice shall commence on
     the day such notice is deemed to be given.
     A Party may change its address for purposes hereof by notice to the other
     Party.

                                    Page 12


ARTICLE 13 - FORCE MAJEURE

     Neither Party shall be liable to the other Party for failure to perform its
     obligations hereunder due to the occurrence of any event beyond the control
     of such Party and affecting its performance including, without limitation,
     governmental regulations, orders, administrative requests, rulings or
     orders, acts of God, war, war-like hostilities, civil commotion, riots,
     epidemics, fire or any other similar cause or causes.


ARTICLE 14 - GOVERNING LAW

     It is declared and confirmed by the Parties hereto that what is recorded in
     this Agreement reflects the true intention of the Parties and neither
     Parties shall contend to the contrary. This Agreement shall be governed and
     construed in accordance with the laws of India.


ARTICLE 15 - HEADINGS

     The descriptive words or phrases at the head of the various articles and
     sections hereof are inserted only as a convenience and for reference. They
     are in no way intended to be a part of the Agreement or in no way define,
     limit or describe the scope or intent of the particular article or section
     to which they refer.


ARTICLE 16 - WAIVERS

     The failure with or without intent of any Party hereto to insist upon the
     performance by the other of any term or provision of this Agreement in
     strict conformity with the literal requirements hereof shall not be treated
     or deemed to constitute a modification of any term or provision hereof, nor
     shall such failure or election be deemed to constitute a waiver of the
     right of such Party at any time whatsoever thereafter to insist upon
     performance by the other strictly in accordance with any term or provision
     hereof; all terms, conditions and obligations under this Agreement shall
     remain in full force and effect at all times during the term of this
     Agreement except as otherwise changed or modified by mutual written
     agreement of the Parties hereto.


ARTICLE 17 - JURISDICTION

     The Parties expressly agree, that only the competent courts of jurisdiction
     at Mumbai shall have exclusive jurisdiction in all matters arising
     hereunder.

                                    Page 13


ARTICLE 18 - ARBITRATION

     If any dispute arises between the Parties hereto during the subsistence or
     thereafter, in connection with the validity, interpretation, implementation
     or alleged material breach of any of the provisions of this Agreement or
     regarding any question including the question as to whether the termination
     of the Agreement by one Party hereto has been legitimate, the Parties
     hereto shall endeavour to settle such disputes amicably. In case of failure
     of the Parties to settle such disputes within thirty days, either Party
     shall be entitled to refer the disputes (if legally possible) to
     arbitration. The arbitration shall be conducted by a sole Arbitrator
     mutually appointed, or in case of disagreement as to the appointment of a
     sole Arbitrator, by three (3) Arbitrators of which each Party shall appoint
     one (1) Arbitrator and the third Arbitrator shall be appointed by the two
     appointed Arbitrators. The arbitration proceedings shall be governed by the
     Arbitration & Conciliation Act, 1996. The language of the arbitration
     proceedings shall be in English. The provisions of this Article 18 shall
     survive the termination of this Agreement for any reason whatsoever. The
     place of Arbitration is Mumbai.

                                    Page 14


                            SCHEDULE OF THE PROPERTY


An area of 59,202 sq. ft. (56,720 sq. ft. on ground floor, and an area of 2,482
sq. ft. on the lower ground floor level) of the said Building (Industrial Shed)
No. 10 on Survey Nos. 57 (pt) of village Vikhroli, corresponding to CTS No.
7[pt] and 67(pt), Mumbai. The above property is bounded by:

Due North: Boundary wall of Godrej & Boyce Mfg. Co. Ltd.
Due South: Internal road of Godrej and Boyce Mfg. Co. Ltd.
Due East: Internal road of Godrej and Boyce Mfg. Co. Ltd.
Due West: Office Structure Plant No. 10

                                    Page 15




IN WITNESS WHEREOF the Parties have executed these presents (in duplicate) on
the day and the year first herein above written.

Signed & Delivered by the within named      )
Licensor, GODREJ & BOYCE MANU-              )
FACTURING COMPANY LIMITED,                  )
through its duly Constituted Attorney,      )     /s/ Maneck H. Engineer
Mr. Maneck H. Engineer, in the              )
presence of :                               )


1. Anup P. Mathew


2. Subramniam V.


Signed & Delivered by the within named      )
Licensee, World Network Services Pvt. Ltd.  )
through its Authorised Representative,      )
Mr. Neeraj Bhargara                         )     /s/ Neeraj Bhargara
in the presence of :                        )

1. Rizwana Moinuddin


2. Jyotsna Mehre

                                    Page 16

                                                                    Exhibit 10.4

                          LEAVE AND LICENCE AGREEMENT

This Leave and Licence Agreement (the "Agreement") is made at Mumbai on 17
March, 2004

BETWEEN

1.   Sofotel Software Services Private Limited, a company incorporated under the
     Companies Act, 1956, and having its registered office at 10-B, Bakhtawar,
     Nariman Point, Mumbai 400021 (hereinafter referred to as the "Licensor",
     which expression shall, unless repugnant to the context or meaning thereof,
     be deemed to mean and include its successors and assigns) of One Part;

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                                                                          Page 1

AND

2.   WNS Global Services Private Limited, a company incorporated under the
     Companies Act, 1956, and having its office at Gate 4, Godrej & Boyce
     Complex, Pirojshanagar, Vikhroli (W) Mumbai 400 079, (hereinafter referred
     to as the "Licensee") of the Other Part.

("Party" or "Parties" shall have individual or collective reference to the
Licensor and the Licensee)

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                                                                          Page 2

WHEREAS

A.   The Licensor has the absolute right to use, occupy, possess, and enjoy the
     entire building known as the Commercial Office Building (the "Building")
     (along with its common areas and exclusive car parking spaces) situated on
     plot No. 192B and which is more particularly described in the Plan annexed
     hereto as ANNEXURE A.

B.   The Licensee has requested the Licensor to grant to the Licensee the use of
     the office premises on the second floor of the Building having, inter-alia,
     an aggregate area measuring 35,870 sq.ft. or thereabouts (the "Premises")
     on a leave and licence basis and the Licensor has agreed to grant such
     permission to the Licensee by way of leave and licence for the period, at
     the consideration and upon the terms and conditions as hereinafter
     mentioned.

NOW THEREFORE THE PARTIES AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS:

1.   GRANT OF LICENCE AND TERM OF THE AGREEMENT

     The recitals contained herein shall be deemed to constitute an integral
     operative part of this Agreement.

1.1  In consideration of the licence fees hereinafter reserved and of the rights
     and the covenants of the Licensee hereinafter contained, the Licensor
     hereby agrees to grant to the Licensee and the Licensee hereby agrees to
     take on leave and licence the Premises for a term of 33 months commencing
     from 1 April, 2004 (the "Effective Date") on the terms and conditions
     herein contained.

1.2  The Licensor hereby confirms that in view of the licence granted by this
     Agreement the directors, employees, servants, staff, agents and the
     bonafide visitors of the Licensee shall be permitted and shall be at
     liberty to enter and use the Premises for the purposes of the Licensee's
     business.

1.3  The Licensor shall, on the Effective Date, hand over to the Licensee,
     physical possession of the Premises and a set of duplicate key(s), which
     would permit the Licensee to gain access to the Premises and all other
     areas in and around the Premises.

2.   CONSIDERATION

2.1  In consideration of the licence hereby granted by the Licensor to the
     Licensee for the Premises and the Services to be rendered by the Licensor
     under Clause 6 hereunder, the Licensee hereby agrees to pay to the Licensor
     licence fees at the rate of Rs. 16,32,738 (Rupees Sixteen lakh thirty two
     thousand seven hundred and thirty-eight only) per month (the "Licence
     Fees"). It is clarified that except for the Licence Fees, the Licensee
     shall not be liable to pay any further fees, service charges, rentals,
     maintenance, water charges, municipal taxes or any pre-quantified
     annual/monthly maintenance charges to the Licensor of any other third party
     in relation to the Premises and the Licensor

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                                                                          Page 3

     acknowledges that the due payment of the Licence Fees forms the sole and
     adequate consideration for the licence granted herein and the Services to
     be rendered by the Licensor under Clause 6 hereunder. It is hereto agreed
     between the Parties that the Licensee shall have the exclusive right to use
     only in the manner in which such common areas in any building are normally
     put to use and in keeping with the decor / layout of the Building, the
     common areas of the Premises that have been demarcated in the plan annexed
     hereto as ANNEXURE A (the "Common Areas") without payment of any additional
     licence fees or rentals.

2.2  The Licence Fees shall be payable in advance by the Licensee monthly, on or
     before the 5th (fifth) day of each month for that month's use. The Licensor
     hereby covenants with the Licensee that upon the Licensee paying the
     Licence Fees on or before the date mentioned herein, in the manner herein
     provided and by observing and performing the covenants, conditions and
     stipulations herein contained, the Licensee shall be permitted unimpeded
     use and occupation of the Premises during the period of the Licence herein
     created.

2.3  The Licensee shall withhold taxes on all amounts due and payable to the
     Licensor as may be required under the Income Tax Act, 1961 or any other law
     as may be applicable and shall make payments to the Licensor subject to
     such taxes being withheld. The Licensee shall periodically and always
     within a reasonable time provide the Licensor with the relevant TDS
     certificates in respect of the aforesaid tax deductions.

2.4  The Licensee shall, during the term of this Agreement, pay all regular
     outgoings in respect of the Premises. These shall include the charges for
     electricity consumed based on the reading of the meter installed in that
     behalf within the period stipulated in the bill issued by the supplier of
     electricity to whom the payment shall be directly remitted by the Licensee.
     The Licensor undertakes to forward to the Licensee the bills for such
     electricity supply, if at all the Licensor receives such bills. It shall
     however not be the Licensor's responsibility to track and ensure the
     receipt of the bills by the Licensee whose responsibility it shall be to
     ensure that the electricity bills are always paid regularly.

3.   SECURITY DEPOSIT

3.1  On or before the execution of this Agreement, the Licensee shall deposit
     with the Licensor a sum of Rs. 16,32,738 (Rupees Sixteen lakh thirty two
     thousand seven hundred and thirty eight only) as an interest free security
     deposit (hereinafter referred to as the "Security Deposit").

3.2  The Licensor shall repay to the Licensee the Security Deposit in full
     within one month of the expiry or sooner determination of the licence
     period as provided herein or on the settlement of any outstanding bills in
     respect of the Premises payable by the Licensee hereunder, whichever is
     earlier, provided that the Licensee removes themselves, their belongings,
     equipment, furniture and fixtures from the Premises and hands over vacant
     possession of the Premises (duly debonded) to the Licensor forthwith upon
     such expiry/determination.

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                                                                          Page 4

3.3. If the Licensor fails to refund the Security Deposit or any part thereof
     for any reason whatsoever, the Licensee shall, without prejudice to its
     right to recover the Security Deposit or any part thereof or to any legal
     remedy available to it, be entitled to claim from the Licensor interest
     calculated at the rate of 2% per month on outstanding Security Deposit or
     any part thereof, calculated till the date of actual payment of the said
     amount.

4.   LICENSEE'S COVENANTS

     The Licensee hereby agrees, undertakes and covenants with the Licensor as
     follows:

     (a)  that within the Premises, including the Common Areas within the
          Building the Licensee shall keep the interior walls, floors, ceiling,
          doors, windows, electric fittings and installations and water
          connections in good order and condition (reasonable wear and tear and
          loss or damage by fire, accident, irresistible force or act of God
          excepted);

     (b)  that upon the expiration or sooner determination of this Agreement,
          the Licensee shall remove from the Premises, all such furniture and
          fittings belonging to the Licensee without in any way damaging the
          Premises;

     (c)  that upon expiry of the period of the licence or sooner determination
          of this Agreement, the Licensee shall forthwith vacate the Premises
          and hand over vacant and peaceful possession of the Premises (duly
          debonded) to the Licensor;

     (d)  that the Licensee shall promptly notify the Licensor of any notice
          received by the Licensee in respect of the Premises;

     (e)  that subject to Clause 10.1 hereto, the Licensee shall not have any
          right to transfer, assign, mortgage or part with possession of the
          Premises or create any third party rights therein any manner
          whatsoever;

     (f)  that the Licensee shall keep all articles, furniture, fixtures,
          vehicles or valuables in the Premises at its own risk in all respects
          and the Licensee shall not hold the Licensor responsible or liable for
          any damage to the same or any loss due to theft etc. provided that
          such damage, loss or theft is not caused by the negligence of the
          Licensor, its employees or agents;

     (g)  that the Licensee shall permit the Licensor's authorised
          representatives to inspect the Licensed Premises during the day upon
          providing reasonable prior notice in that behalf of at least 3 (three)
          working days to the Licensee;

     (h)  that the Licensee agrees that it shall not undertake any activity
          which would be contrary to the terms and conditions of this Agreement
          or which would otherwise adversely affect the Licensor's right, title
          or interest in respect of the Premises;

     (i)  that the Licensee shall bear all running costs incurred in the
          operation of all back to back standby diesel generators installed by
          the Licensor pursuant to Clause 5 (e) of this Agreement.

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                                                                          Page 5

5.   LICENSOR'S COVENANTS

     The Licensor hereby agrees, undertakes and covenants with the Licensee as
     follows:

     (a)  that upon the Licensee observing and performing the stipulations and
          covenants herein contained to be observed and performed by it, the
          Licensee shall during the period of this Agreement, use and occupy the
          Premises without interference from the Licensor or any person or
          persons claiming under or through it;

     (b)  that the Licensor has the sole and absolute possession of the
          Premises, has proper title to the Premises and has the full power and
          absolute right and authority to grant unto the Licensee the Premises
          to use the same for its business activities;

     (c)  that there is no mortgage, charge, encumbrance, impediment or
          restraint or injunction against the Licensor or in respect of the
          Premises that would in any way affect the Licensee's rights under this
          Agreement. Further, the Licensor undertakes that it shall not, during
          the subsistence of this Agreement, create any charge, mortgage or
          other encumbrance over the Premises or assign, transfer or otherwise
          deal with the Premises in such a manner so as to prejudice the rights
          of the Licensee hereunder;

     (d)  that it has obtained comprehensive insurance policy/ies designed to
          cover all risks associated with the Premises and shall provide a copy
          of such insurance policy/ies to the Licensee on the date of execution
          hereof. The Licensor further undertakes that it shall duly and
          promptly pay all premiums/fees in connection with the said insurance
          policy/ies during the subsistence of this Agreement;

     (e)  that the Licensor shall, on or before the Effective Date install 225
          KVA (or its equivalent) back to back standby diesel generators to
          enable the said generators to generate adequate power and support for
          the entire Premises including the electricity requirements of the
          Licensee. The Licensor shall also provide an additional diesel
          generator within the Building premises to support the air-conditioning
          at the Premises. The Licensor agrees to install the said diesel
          generators only after planning the installation of the said diesel
          generators in consultation with the Licensee. The cost and expense for
          the installation of the aforementioned generators shall be borne by
          the Licensor;

     (f)  subject to Clause 6, that the Licensor shall bear all the expenses
          towards maintenance and upkeep in relation to the air-conditioning
          provided by the Licensor;

     (g)  subject to applicable local and municipal regulations, that the
          Licensee shall be entitled to put up nameplates and signages in
          respect of its business at such places in the Premises as may seem
          appropriate to the Licensee;

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                                                                          Page 6

     (h)  that the Licensor shall, in the event of termination/expiry of this
          Agreement, and simultaneously upon the peaceful vacation of the
          Premises (duly debonded) by the Licensee, refund to the Licensee the
          whole of the Security Deposit subject to and as provided in Clause 3.2
          above;

     (i)  that the Licensor has obtained all the requisite statutory approvals
          in relation to the Premises and that the occupation and use of the
          Premises by the Licensee is in consonance with such approvals.
          Further, the Licensor represents and warrants that it shall ensure
          that the requisite statutory approvals and permits in relation to the
          Premises and use and occupation thereof remain in force at all times
          during the subsistence of this Agreement;

     (j)  that the Licensor, has obtained all requisite corporate and other
          approvals in relation to the licence of the Premises to the Licensee
          as contemplated herein and further that the execution of this
          Agreement shall not result in any violation of any law or any
          agreement between the Licensor and any third party or otherwise
          contravene any third party rights;

     (k)  that the Licensor shall keep the Building's exterior and the Common
          Areas around the Building in good repair and condition (reasonable
          wear and tear and loss or damage by fire, accident, irresistible force
          or act of God excepted);

     (l)  that the car parking spaces within the Building but separately
          demarcated for the Premises shall be reserved exclusively for the
          Licensee and that it shall take all necessary steps to ensure that no
          third party uses or encroaches upon the same.

6.   SERVICES

6.1  The Licensor shall with effect form the Effective Date provide the Licensee
     and their employees during the tenure of the Agreement, the following
     facilities and amenities (the "Services"):

     (a)  Security arrangements in respect of the common areas outside the
          Building and in the parking areas.

     (b)  Maintenance and upkeep of the common area around the Premises and the
          Building. Without prejudice to the generality of the foregoing, the
          Licensor shall, at all times during the subsistence of the Agreement,
          keep the common area around the Premises and the Building clean and
          hygienic and in a good state of repair including but not limited to
          provision of water disposal services, repainting the exterior of the
          Premises, maintenance and upkeep of the common areas around the
          Premises, maintenance and upkeep of the lift, arranging for regular
          pest control, water tank cleaning, upkeep and maintenance of the
          garden around the Premises and subject to Clause 6.1 (c) hereunder
          undertaking any major repairs or structural changes/modifications to
          the Premises as may be required.

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                                                                          Page 7

     (c)  The Licensor shall obtain the prior written permission of the Licensee
          before undertaking any major repairs or structural
          changes/modifications to the Premises, which are likely to interfere
          with the peaceful enjoyment and day-to-day activities of the Licensee.

     (d)  The Licensor shall ensure that all water and electricity connections
          and sewage and waste disposal facilities in the common areas, as
          described in Annexure A hereto, are kept in a good state of repair.

     (e)  The Licensor shall at the request of the Licensee demarcate slots for
          the purpose of car parking and paint the said facility so that the
          slots are clearly visible. The Licensor shall also maintain the
          car-parking slots and ensure that no third party encroaches upon the
          same. The access to the car park facility shall be available
          exclusively to the Licensee and their employees, representatives,
          designees and bonafide visitors at all times during the tenure of the
          Agreement.

     (f)  The Licensor shall permit lorries and other vehicles for transporting
          the Licensee's goods and material to enter the Building premises.

     (g)  The Licensor shall provide suitable space in the Building for the
          installation of any satellite antenna or microwave tower and ancillary
          equipment that the Licensee may be desirous of erecting and duct space
          enabling the connection of the said antenna or tower or ancillary
          equipment to any area within the Premises. It is hereby clarified that
          any statutory or regulatory approvals required for the erection or
          operation of the aforesaid antenna or tower shall be obtained by the
          Licensee at its cost and the Licensor shall render to the Licensee all
          reasonable assistance that Licensee may request in that behalf;

     (h)  The Licensor shall be responsible for the provision of satisfactory
          fire fighting facilities including but not limited to the provision
          and maintenance of fire hydrants within/around the Premises and
          periodical statutory testing/certification of equipment in accordance
          with the local rules/regulations as may be prevalent/issued by the
          Pune Municipal Corporation;

     (i)  The Licensor shall ensure that it provides adequate water storage
          facilities for the Premises, meeting the total requirements and for
          the exclusive utilisation of the Licensee.

6.2  The Licensor shall ensure that the Services shall not interfere or impede
     the Licensee's peaceful enjoyment and use of the Premises.

7.   NOTICES

7.1  Any notice and other communications provided for in this Agreement shall be
     in writing and shall be first transmitted by facsimile/electronic
     transmission, and then confirmed by postage, prepaid registered airmail or
     by nationally recognised courier service, in the manner as elected by the
     Party giving such notice to the following addresses:

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                                                                          Page 8

     (a)  In the case of notices to the Licensor:

          Address  :    Sofotel Software Services Pvt. Ltd.
                        10B, Bakhtawar, Nariman Point
                        Mumbai 400 021
          Fax      :    2202 0359
          Attn.    :    Mr. Deepak Desai
          E-mail   :    sofotel@vsnl.net

     (b)  In case of notices to the Licensee:

          Address  :    WNS Global Services Pvt. Ltd.
                        Plant 10, Godrej & Boyce Complex
                        Pirojshanagar, Vikhroli (W)
                        Mumbai 400 079
          Fax      :    5518 8960
          Attn.    :    Mr. Neeraj Bhargava
          E-mail   :    neeraj.bhargava@wnsgs.com

7.2  All notices shall be deemed to have been validly given on (i) the business
     date immediately after the date of transmission with confirmed answer back,
     if transmitted by facsimile/electronic transmission, or (ii) the business
     date of receipt, if transmitted by courier or registered mail.

7.3  Either Party may, from time to time, change its address or representative
     for receipt of notices provided for in this Agreement by giving to the
     other Party not less than 30 days prior written notice.

8.   ARBITRATION

8.1  If any dispute arises amongst Parties hereto during the subsistence of this
     Agreement or thereafter, in connection with the validity, interpretation,
     implementation or alleged material breach of any provision of this
     Agreement or regarding a question, including the questions as to whether
     the termination of this Agreement has been legitimate, the Parties shall
     endeavor to settle such dispute amicably.

8.2  In the case of failure by the Parties to resolve the dispute in the manner
     set out above within 30 days from the date when the dispute arose, the
     dispute shall be referred to arbitration of a sole arbitrator to be
     appointed by the Parties or in case of disagreement as to the appointment
     of the sole arbitrator to a panel of three arbitrators with each Party
     nominating one arbitrator and the arbitrators so appointed appointing the
     third arbitrator. The place of the court of arbitration shall be Mumbai.
     The arbitration proceeding shall be governed by the Arbitration and
     Conciliation Act, 1996 and shall be in the English language. The
     arbitrator/arbitral panel shall also decide on the costs of the arbitration
     proceedings.

8.3  The arbitrator's/arbitral panel's award shall be substantiated in writing
     and the Parties shall submit to the arbitrator's/arbitral panel's award
     which shall be enforceable in the court of law in Mumbai.

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                                                                          Page 9

8.4  The provisions of this Clause shall survive termination of this Agreement.

9.   TERMINATION

     This Agreement shall be terminated only in the manner provided herein and
     on no other ground.

9.1  Either Party ("Non-defaulting Party") may terminate this Agreement in the
     event of a material breach by the other Party ("Defaulting Party") of any
     of its obligations under this Agreement, provided that a 90 day's written
     notice in that behalf is given to the Defaulting Party. Notwithstanding the
     foregoing, if the Defaulting Party remedies the breach to the satisfaction
     of the Non-defaulting Party within the said period of 90 days, the notice
     shall stand withdrawn and this Agreement shall continue to be valid and
     binding. Provided however, and notwithstanding anything to the contrary
     contained herein, if the Defaulting Party contends that no such breach has
     occurred and/or such breach has been remedied, and if the Defaulting Party
     invokes the arbitration clause contained herein, then and in such event,
     this Agreement shall not be terminated by the Non-Defaulting Party until
     the arbitral panel constituted under the provisions of Clause 8 above has
     held that the Defaulting Party did commit such material breach and/or did
     not remedy the same.

9.2  Notwithstanding anything contained in Clause 9.1 above, it is hereby agreed
     that if any of the following events occur:

     (i)   If either Party passes a resolution for voluntary winding up;

     (ii)  If a receiver is appointed by a court of law in respect of either
           Party's property;

     (iii) If an order is passed by a competent court of law for winding up of
           either Party;

     (iv)  If either Party takes or suffers any action for dissolution or
           liquidation;

     this Agreement may be forthwith terminated at the option of the other Party
     which option is to be exercised in writing.

9.3  Upon the expiry or earlier termination of this Agreement, the Licensee
     shall vacate the Premises together with all its employees, agents and
     representatives who may be in occupation of the Premises and hand over
     vacant possession thereof (duly debonded) to the Licensor.

10.  RIGHT TO USE

10.1 Nothing contained herein shall be construed as creating any right, interest
     or tenancy in favour of the Licensee in, over or upon the Premises or any
     part thereof or transferring any interest therein in favour of the Licensee
     other than the rights and permissions granted herein to use and occupy the
     Premises as a licensee for the term of this Agreement. This licence is
     purely temporary for the period provided herein.

- --------------------------------------------------------------------------------
                                                                         Page 10

10.2 It is expressly agreed to between the Parties hereto that the Licensee
     shall not have any right whatsoever in respect of the Premises of the area
     surrounding thereto or any part thereof and it shall not at any time claim
     any rights whatsoever in respect of the Premises or the area surrounding
     thereto or any part thereof other than the right to enter upon and enjoy
     the use of the Premises or any part thereof as herein prescribed.

10.3 Upon the expiry or earlier termination of this Agreement the Licensee shall
     vacate the Premises together with all its employees, agents and
     representatives who may be in occupation of the Premises and hand over
     vacant possession thereof (duly debonded) to the Licensor. The Licensee
     agrees and undertakes for itself and each of the persons aforesaid not to
     enter upon the Premises or commit trespass after the expiry or earlier
     revocation of this Agreement.

10.4 Upon the expiry or earlier termination of this Agreement and in the event
     the Licensee fails to vacate the Premises or any part thereof upon refund
     of the Security Deposits together with its employees, agents and
     representatives who may be in occupation of the Premises and hand over
     vacant possession thereof (duly debonded) to the Licensor, it is agreed
     that the Licensee shall pay to the Licensor Rs. 55,513 per day from the
     date of such default until such time as the Licensee vacates the Premises
     together with its employees, agents and representatives and their
     belongings and has handed over vacant possession thereof to the Licensor.
     This is in addition to all other legal rights and remedies of the Licensor
     including the right of the Licensor to use reasonable force to prevent the
     Licensee or any person claiming under it from entering the Premises.

11.  MISCELLANEOUS PROVISIONS

11.1 ASSIGNMENT AND SUB-LICENSE

     It is expressly agreed by and between the Parties that juridical possession
     of the Premises shall be always that of the Licensor. The Licensee is
     granted a personal, non-transferable and non-assignable licence to use the
     Premises on the terms and conditions stated herein. Notwithstanding the
     foregoing, the Licensee shall subject to prior written permission from the
     Licensor (which permission shall not be unreasonably withheld by the
     Licensor) be free to sublicense the Premises, provided granting of such a
     sub-license shall not discharge the Licensee of its obligations hereunder.

11.2 RELATIONSHIP

     Nothing contained herein shall be construed as creating any right, interest
     or tenancy in favour of the Licensee in, over or upon the Premises or any
     part thereof or transferring any interest therein in favour of the Licensee
     other than the rights and permissions granted herein to use and occupy the
     Premises as the Licensee for the term of this Agreement.

11.3 AMENDMENTS

     No modification or amendment to this Agreement and no waiver of any of the
     terms or conditions hereto shall be valid or binding unless made in writing
     and duly executed by both Parties.

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                                                                         Page 11

11.4 ENTIRETY

     The Parties hereto acknowledge, declare and confirm that this Agreement
     represents the entire agreement between them regarding the subject matter
     hereof and no alterations, additions or modifications hereto shall be valid
     and binding unless the same are reduced to writing and signed by both the
     Parties after the execution of this Agreement and the understanding reached
     in view of the Previous Agreements and/or any other letters, agreements,
     addendums, supplemental agreements shall stand terminated from the
     Effective Date.

11.5 PARTIAL INVALIDITY

     If any provision of this Agreement is held to be invalid or unenforceable
     to any extent, the remainder of this Agreement shall not be affected and
     each provision of this Agreement shall be valid and enforceable to the
     fullest extent permitted by law. Any invalid or unenforceable provision of
     this Agreement shall be replaced with a provision that is valid and
     enforceable and most nearly reflects the original intent of the
     unenforceable provision.

11.6 COSTS

     All costs, charges and expenses including but not limited to stamp duty,
     registration charges etc. payable in respect of this Agreement shall be
     borne by the Licensor, provided that as consideration for bearing the stamp
     duty and registration charges payable in respect of this Agreement, the
     Licensee shall pay such amount to the Licensor and in such manner as
     mutually agreed in writing by the Parties. Each Party shall bear and pay
     the professional costs of their respective consultants.

11.7 GOVERNING LAW

     This Agreement and all other transactions executed in pursuance hereof
     shall be governed and construed in accordance with the laws of India.

IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their
respective hands the day and year first hereinabove written.

SIGNED AND DELIVERED BY
The within named 'LICENSOR'
By the hand of Mr. C. K. Mehta               /s/ C. K. Mehta
Director pursuant to Board Resolution
dated 17 November, 2003
IN THE PRESENCE OF: MR MAHESH CHITALIA

SIGNED AND DELIVERED BY
The within named 'LICENSEE'
By the hand of Mr. Neeraj Bhargava          /s/ Neeraj Bhargava
Director pursuant to Board Resolution
dated 03 December, 2003
IN THE PRESENCE OF: MR NAITIK GADA

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                                                                         Page 12

                                   ANNEXURE A

(SECOND FLOOR PLAN OF COMMERCIAL OFFICE BUILDING SITUATED ON PLOT NO. 192B)

                                                                    Exhibit 10.5



                           LEAVE AND LICENCE AGREEMENT

     THIS AGREEMENT made on this 10th November 2005, between GODREJ & BOYCE
MANUFACTURING COMPANY LTD., a Company incorporated under the provisions of the
Indian Companies Act, 1913, and having its Registered Office at Pirojshanagar,
Vikhroli, Mumbai 400 079 (hereinafter referred to as the "Licensor"), of the ONE
PART, and WNS Global Services Private Limited, a Limited Company incorporated
under the Companies Act, 1956, and having its Registered Office P1-10, Godrej &
Boyce Complex, Vikhroli(W), Mumbai - 400 079, (hereinafter referred to as "the
Licensee") of the OTHER PART.


The "Licensor" and the "Licensee" are hereinafter together always referred to as
the "Parties" and are individually, when necessary, referred to as "Party".


RECITALS

     WHEREAS the Licensor is the owner of and absolutely seized & possessed of
and/or otherwise well and sufficiently entitled to all those lands lying being
and situate at Pirojshanagar, Vikhroli, Mumbai - 400 079, on which lands the
Licensor has built and constructed several industrial sheds and office blocks
(hereinafter referred to as "the Larger Premises")

AND WHEREAS the Licensor has constructed Plant no. 10 Industrial building
admeasuring about 85,000 Sq. Ft, constructed on the Survey No.57 (pt) of
Village Vikhroli corresponding to CTS No. 7 (pt) and 67(pt).

AND WHEREAS the Licensee is desirous of using and occupying 59,202 sq. ft.
(56,720 sq. ft. on ground floor, and an area of 2,482 sq. ft. on the lower
ground floor level) of the Building Plant No. (Industrial Shed No.) 10 as
aforesaid delineated in red in the Plan annexed and more particularly described
in the Schedule hereto (hereinafter referred to as "the Licensed Premises").

AND WHEREAS the Licensee has requested the Licensor to permit the Licensee to
use and occupy the Licensed Premises which request has been acceded to by the
Licensor and the Parties hereto have agreed to enter into a Leave & License
Agreement in the manner following.

                                     Page 1


NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

ARTICLE 1 - THE LICENCE

1.1  The Licensor hereby permits the Licensee to use and occupy the Licensed
     Premises and the Licensee hereby agrees to use the Licensed Premises as a
     Licensee for carrying out its professional services business, including
     Computer software and IT enabled services for a period of 33 months from
     16th August 2005 ending on 15th May 2008, on the terms and conditions
     hereinafter contained and on the part of the Licensee to be observed and
     performed.

1.2  It is expressly agreed by and between the Parties that juridical possession
     of the Licensed Premises shall be always that of the Licensor. The Licensee
     is granted a personal, non-transferable and non-assignable licence to use
     the Licensed Premises on the terms and conditions stated herein

1.3  It is the express, real and true intention of both the Parties that this
     Agreement shall be a licence only according to the terms hereof, and that
     the Licensor shall have free and unobstructed access to the Licensed
     Premises during working hours, with adequate prior notice to the Licensee
     and without inconveniencing the Licensee in any way. Provided always that
     the Licensor shall not interfere with the work or operation of the Licensee
     being lawfully carried on in the Licensed Premises.

1.4  The Licensee shall at any time and from time to time, prior to and during
     the subsistence of the agreement, be at liberty to carry out make and
     effect upon the Licensed Premises such addition, alterations, renovation
     and improvement to the Licensed premises (especially that of structural/
     material addition and alteration) only with the prior written consent of
     the Licensor and such requests shall not be denied unless they are of a
     nature that are detrimental to the structural safety of the building or in
     violation of local laws or regulations. Save and except any changes that
     have been carried out with the approval of the Licensor, the Licensed
     Premises shall be left or returned in more or less the same condition in
     which they were at the time when the Licensee was inducted in the Licensed
     Premises, subject to reasonable wear and tear attributable to normal use
     for the business. The Licensee shall further ensure that such additions
     fixtures fittings alterations or improvements do not damage any part of the
     License Premises or any load bearing structural member of the Licensed
     Premises.

1.5  On the expiry or sooner determination/termination of this Agreement the
     Licensee shall remove itself, its employees, representatives, servants and
     agents from the Licensed Premises, which shall save and

                                     Page 2



     except changes approved by the Licensor, be in the minimum in the same
     condition in which the Licensed Premises was on the date of this Agreement,
     subject to reasonable wear and tear attributable to normal use for the
     business, Provided Further that the Licensee shall be entitled to leave any
     of its furniture, fittings, fixtures, leasehold improvements and approved
     alterations as well as to remove its records and all other belongings from
     the Licensed Premises on the expiry or sooner determination of this
     Agreement.

1.6  The Licensee shall have in common with the Licensor and its servants,
     agents, staff, employees, suppliers, customers and bona fide visitors, and
     its own servants, agents, staff, employees, suppliers, customers and bona
     fide visitors, the non-exclusive licence to have ingress and egress from
     the Licensed Premises. Such non-exclusive ingress or egress shall in no way
     be deemed to confer on the Licensee any right of easement relating to or
     running with the land or on any other grounds or any other rights
     whatsoever. The Licensee undertakes to the Licensor that it shall be
     exclusively responsible and liable for all acts of commission and omissions
     of its servants, agents, staff, employees, suppliers, customers and bona
     fide visitors of the Licensee for or in respect of damage, loss, costs, or
     either harm or injury caused to any property of the Licensor or to any
     other Licensees of the Licensor, its/their servants, agents, staff,
     employees, suppliers, customers and bona fide visitors in the Licensed
     Premises.

1.7  The Licensee may, at its own cost, put up two sign-boards indicating its
     name, on the exterior of the Licensed Premises, Provided that the
     dimensions and exact location of such sign boards shall be intimated, in
     advance, to the Licensor for its approval and that such approval should be
     obtained, in writing, Provided However, that such approval shall not be
     unreasonably withheld. Such signboards should not cause any damage to the
     facade of the Licensed Premises and shall not contravene any local laws or
     regulations.

1.8  The Licensee shall be entitled to apply and obtain at its own cost separate
     telephone lines and any other telecom infrastructure The Licensee shall
     have the right to surrender the said separate telephone lines to the
     telephone company on or before the expiry of the license. The Licensor
     shall give the necessary No Objection and/or consent to enable the Licensee
     to obtain the separate telephone lines, leased lines and other telecom
     infrastructure.

1.9  The Parties agree that on the basis of the express assurances and
     undertakings mentioned herein the Licensor has agreed to grant to the
     Licensee, the present licence to use and occupy the Licensed Premises.

1.10 The Licensee shall be allowed for use by it and its officers, agents,
     staff, employees, suppliers, customers and bona fide visitors Thirty

                                     Page 3



     (30) car parking spaces for parking in front of the Licensed Premises and
     an additional thirty five (35) car parks located in the vicinity reserved
     exclusively for the Licensee and its officers, agents, staff, employees,
     suppliers, customers and bona fide visitors.


ARTICLE 2 - LICENCE FEE

     The Licensee shall pay to the Licensor during the term of this Agreement a
     monthly licence fee or compensation of Rs.5,92,020/- (Rupees Five Lakh
     Ninety Two Thousand and twenty only) (the "Licence Fee") less deduction on
     account of income-tax deductible at source under the provisions of
     Income-Tax Act, 1961 and Rules made thereunder, as applicable. Provided
     however that the License fee shall be payable with effect from 16th August
     2005.


ARTICLE 3 - LICENSEE'S OBLIGATIONS

3.1  The Licensee shall pay the Licence Fee in advance on or before the 7th day
     of each English calendar month.

3.2  The Licensee shall observe, perform, conform and comply with and carry out
     at its own cost in so far as the Licensed Premises are concerned, terms and
     conditions thereof and provisions, requirements of such acts, rules,
     regulations, notifications and notices which may, from time to time, be or
     made applicable or may be issued and certified in respect of the Licensed
     Premises by Union of India, State of Maharashtra, Municipal Corporation of
     Greater Mumbai and/or any local or public authority (except such of the
     provisions and requirements thereof as may involve structural alteration in
     the Licensed Premises or any part thereof) and shall, at all times
     indemnify and keep always indemnified the Licensor from and against all
     liabilities, costs, charges and expenses in respect of non-observance,
     non-performance and non-compliance thereof.

3.3  The Licensee will keep the interior of the Licensed Premises and every part
     thereof including doors, windows, shutters, pipes, including existing false
     ceiling, air conditioning ducting etc., and all additions and improvements
     therein and thereto in good and substantial repair and condition, (subject
     to reasonable wear and tear) save and except any such items as have been
     removed with prior approval of the Licensor.

3.4  In the event, the Licensee as a corporate entity, undertakes any
     restructuring resulting in formation of subsidiaries of the Licensee, the
     Licensee may be permitted to extend the use and occupation of the Licensed
     Premises to such of its subsidiaries so far as the such subsidiaries are in
     the same line of business as the Licensee and that

                                     Page 4



     the permission by the Licensor to extend the use and occupation of the
     Licensed Premises is at the absolute discretion of the Licensor and with
     the Licensor's prior express written consent which consent shall not be
     unreasonably withheld. Provided however, the Licensee shall promptly notify
     the Licensor of the use of the Licensed Premises by such subsidiaries.

3.5  The Licensee shall use the Licensed Premises without in any manner
     disturbing and/or interfering with the activities and business of the
     Licensor or its associates or its subsidiary companies or any other persons
     authorised by the Licensor in that regard.

3.6  The Licensee shall take all steps reasonably deemed necessary for
     protecting the Licensed Premises

3.7  The Licensee shall take utmost care in using the Licensed Premises and
     shall use the Licensed Premises only for the business of the Licensee and
     in a lawful manner and for no other purpose.

3.8  The Licensee shall keep the Licensed Premises and every part thereof in
     clean and tidy condition. The Licensee shall not keep anything in or around
     the Licensed Premises, which shall always be kept un-littered and clean.

3.9  The Licensee or its representatives shall not in any manner prevent the
     Licensor or any other person authorised by the Licensor from using the
     common facilities and things used in common with the Licensor or any other
     person or occupiers authorised by the Licensor.

3.10 The Licensee shall not do any act, deed, thing and matter which would
     constitute a breach of any statutory requirements and which would adversely
     affect the Licensed Premises or any part thereof or the rights of the
     Licensor.

3.11 The Licensee shall at its own cost provide fire safety equipment on the
     Licensed Premises. In so far as the compliance with the provisions of the
     Maharashtra Fire Prevention and fire safety laws is concerned the Licensee
     shall at it own cost provide all the fire safety equipments and take all
     steps necessary to ensure compliance with the provisions of such laws as
     may be applicable in this regard.

3.12 The Licensee agrees, confirms and undertakes to bear/reimburse all costs,
     charges and expenses relating to stamping and registration of this
     Agreement and its duplicate in their entirety, and shall extend all
     cooperation to the Licensor in getting the said Agreement registered.
     However, each Party shall bear its own legal costs.

                                     Page 5



ARTICLE 4 - LICENSOR'S REPRESENTATIONS/WARRANTIES

4.1  The Licensed Premises have been constructed in accordance with the
     sanctioned plans, rules and regulations as prescribed and in compliance
     with the approvals granted by the concerned authorities in this regard.

4.2  The Licensor shall duly obtain the occupation certificate certifying that
     the Licensed Premises is fit for office use and occupation.

4.3  The Licensor is the sole and absolute owner and has proper title to the
     Licensed Premises, and is not restricted in any manner whatsoever from
     granting the Licensed Premises on Leave and Licence basis to the Licensee
     in the manner contemplated in this Agreement. Further, the Licensor shall
     prior to the occupation of the Licensed Premises by the Licensee, obtain
     all necessary approvals or permissions as may be required to be obtained
     including from any government or regulatory authority, building association
     or society permitting it to grant the Licensed Premises on leave and
     licence basis to the Licensee.

4.4  The Licensee will not be liable for any charges or outgoings in respect of
     the Licensed Premises prior to the effective date of commencement of the
     Licensed Agreement.

4.5  The Licensor shall take all reasonable steps to assist the Licensee for
     facilitating the installation of telecommunications infrastructure
     including telephone lines, leased lines, Satellite Dish, VSAT's/RF Masts
     etc. by the Licensee or on its behalf.


ARTICLE 5 - LICENSEE RESPONSIBILITIES

5.1  The Licensee or any other person dealing for/through it shall be
     responsible for compliance of various statutory laws, as applicable and
     rules made thereunder, including but not limited to labour related
     legislations with regard to licensees business. The Licensee further
     covenants that it shall indemnify and keep the Licensor indemnified against
     any claims, demands, costs, charges, expenses, losses, whatsoever that may
     arise in connection with the Licensed Premises on account of any wilful
     contravention/breach by the Licensee, except by an act of God, natural
     calamities or perils or any person dealing for/through it of any
     regulations and laws for the time being in force.

5.2  The Licensee herein represents, confirms and states that its paid up
     capital is in excess of Rs.1,00,00,000/- (Rupees One Crore Only) and,
     therefore, the provisions of the newly introduced Maharashtra Rent Control
     Act, 1999, shall not apply to this Agreement. The Licensee hereby
     undertakes that as long as the Leave & Licence Agreement

                                     Page 6



     with the Licensor is in force, it will not reduce its paid up capital or
     take any action which is likely to result in the reduction of its paid up
     capital. In the event the Licensee desires or determines to reduce its paid
     up capital below Rs 1,00,00,000 or such statutory limits as may be fixed by
     the Maharashtra Rent Control Act, 1999 the Licensee shall immediately
     inform the Licensor of such decision or desire to reduce the paid up equity
     capital. Upon such notification, the provisions of Clause 9.1 below shall
     apply. Moreover, the Licensee acknowledges the right and entitlement of the
     Licensor to terminate this Agreement under the aforesaid circumstances and
     therefore represents, confirms and states that in the event the Licensor
     seeks to terminate this Agreement, in such an eventuality, the Licensee
     shall hand over peaceful and vacant possession of the Licensed Premises to
     the Licensor within 30 days after being served a written notice by the
     Licensor and the Licensee shall not raise a claim for protection under the
     Maharashtra Rent Control Act, 1999, against the Licensor in respect of the
     Licensed Premises.

5.3  The Licensee shall be responsible for complying with all pertinent
     bye-laws, rules and regulations for the time being in force in respect of
     the changes made by the Licensee inside the Licensed premises the Licensee
     may deem fit for full enjoyment of the Licensed Premises.


ARTICLE 6 - THE LICENSEE NOT TO ASSIGN, TRANSFER, ETC.

     It is expressly agreed by and between the Parties that this Agreement shall
     be deemed to be personal to the Licensee and the Licensee shall not assign,
     transfer or sublicense this Agreement. Further, this Agreement constitutes
     a non-transferable licence to the Licensee.


ARTICLE 7 - LICENSOR NOT LIABLE TO LICENSEE, ITS DIRECTORS, SERVANTS, ETC., OR
TO ITS PROPERTY FOR INJURY/DAMAGES/LOSS

7.1  The Licensor shall not be liable to the Licensee, its Directors, officers,
     employees, servants, agents, invitees, visitors, customers or any other
     person using or at any time being upon the Licensed Premises or any
     personal injury, damage, loss or inconvenience howsoever or whatsoever
     caused to them or to any goods or chattels brought by any person upon the
     Licensed Premises it being the intention of and agreed to between the
     Parties that the Licensee and other persons using the Licensed Premises
     shall use the same solely at the risk of the Licensee, provided that, such
     injury, damage, loss or inconvenience is not caused by the negligence of
     the Licensor, its employees or agents.

                                     Page 7



7.2  It is expressly agreed by the Licensee that the Licensor or its servants or
     agents shall not be liable for any loss, accident, damage that may be
     caused to Licensee or to its personnel or property whilst using the
     Licensed Premises as herein mentioned, either by accident or otherwise,
     either directly or indirectly or vicariously.


ARTICLE 8 - LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES

8.1  The Licensor shall provide the Licensee for its operation at its own cost:
     (a) Water: Requisite water connection from the municipal corporation. The
     charges for consumption of water will however be borne by the Licensee as
     per actual metered consumption at prevailing rates. The Licensee shall be
     obligated to pay the said charges within 07 days of the Licensor's making a
     written request to the Licensee on this behalf

     (b) Power: With a view to enable the Licensee to put up and operate lights,
     fans, split/windows/central air-conditioning and other electrical,
     mechanical and electronic equipment, computers, peripherals, fittings and
     apparatus, as the Licensee may require, the Licensor shall allow the
     Licensee to make necessary application for power to the concerned
     authorities and avail of the power supply. The Licensor shall provide the
     necessary no objection for such application of power supply by the Licensee
     to the authorities. Any alterations or additions to the electrical
     installations, which the Licensee carries out, shall be intimated to the
     Licensor and the Licensee shall obtain necessary statutory approvals for
     the same.

     The Licensee hereby agrees to bear all charges to be paid to the power
     supply company for making the power available to the Licensee in terms of
     these presents and for consumption of the electric power by the Licensee.

8.2  The Licensor shall continue to pay all municipal rates, taxes, cesses,
     charges (hereinafter referred to as "Taxes") as prevailing on the date of
     execution of this Agreement. Any future increase in the rates of taxes and
     outgoings aforesaid by the Municipal Corporation of Greater Mumbai
     subsequent to the first assessment as a Licensed Premises shall be shared
     equally by the Licensor and the Licensee. In other words the Licensee shall
     not be liable for any increase of taxes and outgoings if such increase is
     attributable only to a change in the nature of assessment due to the
     License created in favour of the License.

8.3  The Licensor or any other person dealing for/through it shall be
     responsible for compliance of various statutory laws, as applicable and
     rules made thereunder, including but not limited to labour related
     legislations. The Licensor further covenants that it shall

                                     Page 8



     indemnify and keep the Licensee indemnified against any claims, demand,
     costs, charges, expenses, losses, whatsoever that may arise on account of
     any contravention/breach by the Licensor or any person dealing for/through
     it of any regulations and laws for the time being in force.

8.4  The Licensor agrees and undertakes that it shall not, during the
     subsistence of this Agreement and during the period the Licensee is in
     occupation of the Licensed Premises assign, transfer, charge and encumber
     or otherwise dispose of the Licensed Premises or any part thereof without
     securing the interest of the Licensee in the Licensed Premises, it being
     clearly understood that the right of the Licensor to transfer and charge
     the Licensed Premises is subject to the Leave and Licence Agreement and/or
     any other arrangements or agreements between the Parties.

8.5  If the whole or any portion of the Licensed Premises shall, at any time, be
     destroyed or damaged, so as to be rendered inaccessible or uninhabitable,
     in whole or in part, other than due to the fault of the Licensee or if as a
     result of any of the force majeure events as mentioned in Article 13 the
     Licensee is prevented from gaining free and unobstructed access to the
     Licensed Premises, then the license fee to be paid hereunder or appropriate
     portion thereof according to the nature and extent of the impediment to
     occupancy shall cease and be suspended proportionately until the Licensed
     Premises shall be rendered fit and accessible for use and occupation by the
     Licensee. However, if the Licensed Premises is not fit for use and
     occupation or continues to remain unfit for use and occupation by the
     Licensee or if the Licensee is prevented from gaining free and unobstructed
     access to the Licensed Premises for a period of 90 days, then the Licensee
     shall upon the expiry of the said 90 day period be entitled to terminate
     this Agreement by giving to the Licensor 07 days notice in writing.

8.6  The Licensor shall permit the Licensee the use and occupation of the
     Licensed Premises during the period of License herein created without any
     hindrance/eviction interruption and/or disturbance, claim or demand
     whatsoever by the Licensor or any person claiming by from under or in trust
     for the Licensor, save and except in the event of termination or prior
     determination under Article 9 below.

8.7  The Licensor shall keep the area surrounding the Licensed Premises and its
     approaches in clean and tidy condition.

8.8  The Licensor shall always be liable to make good the exterior and structure
     of the Licensed Premises including walls, drainage and roof by carrying out
     necessary repairs or renovations within its statutory common duty of care.

                                     Page 9




ARTICLE 9 - TERMINATION, POST-TERMINATION OBLIGATIONS

9.1  Either Party ("non defaulting party") shall be entitled to terminate this
     Agreement in the event of the other party ("defaulting party") committing a
     material breach of the terms, conditions and covenants contained in this
     Agreement to be observed and performed by the defaulting party by giving 30
     days advance notice in writing and if the defaulting party rectifies the
     breach and informs the non defaulting party in writing about the same
     within the said period of 30 days then the notice will cease to be
     effective. However, if the defaulting party is unable to rectify the breach
     within the period of 30 days, then this Agreement shall, at the option of
     the non-defaulting party, stand terminated. Provided if this agreement is
     terminated by the Licensor being the non defaulting party then the Licensee
     shall be liable to pay the Licensor a sum equal to six months compensation.
     Further, in the event the Licensee informs the Licensor of its decision or
     desire to reduce its paid up capital below Rs.1,00,00,000/- or such
     statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999,
     as provided in Clause 5.2, the Licensor shall be entitled to (but not
     obligated to) terminate this Agreement by giving 30 days notice in writing
     to the Licensee, it being the express intention of the Parties that the
     Licensee shall under no circumstances seek protection under the Rent
     Control Act, and that the Licensee shall hand over vacant and peaceful
     possession of the Licensed Premises 30 days after the Licensor serves the
     Licensee with notice of termination as provided hereinbefore.

9.2  Notwithstanding anything contained in Clause 8.5, the Licensee shall have
     the option to terminate the licence by giving 180 days advance notice in
     writing to the Licensor without assigning any reason whatsoever, at any
     time during the license period, as stated in Article 1.1 above. It is
     clarified that the Licensor's right to terminate this Agreement on account
     of breach on the part of the Licensee of any terms and conditions and
     covenants contained herein to be observed and performed by the Licensee by
     giving 30 days notice in writing as stated in 9.1 above shall not be
     affected.

9.3  Notwithstanding anything contained in Articles 9.1 and 9.2 above, it is
     hereby agreed and declared that if the Licensee passes a resolution for
     voluntary winding up or if it is unable to pay its debts or compromises
     with its creditors or if a receiver of its property is appointed or if a
     petition filed under the Companies Act, 1956 for winding up of the Licensee
     is successful or if the Licensee voluntarily becomes the subject of
     proceedings under any bankruptcy or insolvency, or if the Licensee takes or
     suffers action for its reorganization, or it's liquidation or dissolution
     except when such event(s) is within the Entities of the Licensee, or the
     Licensee becomes or is declared a sick company under the Sick Industrial
     Companies Special Provisions Act, 1985, then and in any of such events this
     Agreement shall at the

                                    Page 10



     absolute option of the Licensor stand terminated and thereupon the Licensee
     or the person or persons or authority in whom the estate of the Licensee
     may be vested shall hand over charge of Licensed Premises to the Licensor
     forthwith, failing which the Licensor shall be entitled to re-enter the
     Licensed Premises or any part of the Licensed Premises.

9.4  On the expiry or earlier termination of this Licence, the Licensee shall,
     within not more than 30 days of such expiry or termination, remove its
     employees and servants and all its and their belongings, chattels, articles
     and things, whether or not affixed to the Licensed Premises (hereinafter
     called the "said Goods") from the Licensed Premises, and vacate and hand
     over the Licensed Premises to the Licensor in the same good order and
     condition in which they were at the time when the Licensee entered into the
     Licensed Premises, subject to reasonable wear and tear attributable to
     normal use for the business of the Licensee and as provided in Article 1.5
     above.

9.5  Subject to 9.4 above and the other provisions of this Agreement it is
     expressly agreed between the Parties hereto that occupation of the Licensed
     Premises by the Licensee immediately after expiry or sooner determination/
     termination of this Agreement shall be an act of trespass and the Licensee
     shall pay to the Licensor a sum of Rs.1,35,000/- (Rupees One lakh thirty
     five thousand only) per day for occupying the premises in excess of the one
     month provided in 9.4 above. If this wrongful occupation continues beyond
     the first 60 days after such termination/early determination of this
     Agreement, the sum will double every month thereafter, till such occupation
     continues until such time the amount rises to Rs.5,40,000/-per day (Rupees
     Five lakh forty thousand only). This right will be without prejudice to
     other remedies available to the Licensor in law.


ARTICLE 10 - NO OTHER RIGHTS, TENANCY, ETC.

10.1 It is expressly agreed between the Parties that except what is stated
     herein the Licensee shall not have any right of whatsoever nature into and
     upon the Licensed Premises or the area surrounding thereto and it shall not
     at any time claim any rights of whatsoever nature into and upon the
     Licensed Premises or the area surrounding thereto.

10.2 Nothing herein contained shall be construed as creating any right,
     interest, easement, lease, tenancy, sub-tenancy, deemed tenancy or transfer
     of enjoyment in favour of the Licensee in or over or upon the Licensed
     Premises (or any part thereof) or transferring any interest therein in
     favour of the Licensee other than the licence granted to the Licensee in
     accordance with the terms herein contained and the rights of the Licensee
     under this Agreement and the Licensee agrees and

                                    Page 11



     undertakes that no such contention shall be made by the Licensee at any
     time.

10.3 Without prejudice to its rights and remedies elsewhere provided in this
     Agreement if a statutory amendment is made or announced to the Maharashtra
     Rent Control Act, 1999 (the "Rent Act") or any other statute or law for
     the time being in force which, or if the Rent Act is repealed and another
     rent control statute is enacted in its place which amendment, repeal or
     re-enactment, in the exclusive opinion of the Licensor is likely to
     prejudice its rights under or by virtue of this Agreement or otherwise, the
     Licensor and the Licensee agree to amend/modify this Agreement so that each
     of the rights, of the Licensor and the Licensee, as contained in this
     Agreement is maintained/continued. It is an express intention of the
     Parties hereto that the Licensor shall be and shall always be deemed to be
     in exclusive possession and in full charge and control of the Licensed
     Premises at all times and that the Licensor shall as stated above at all
     times by giving reasonable notice to the Licensee shall have full, free and
     unobstructed entry into the Licensed Premises and only a mere right of user
     as per this Agreement is given to the Licensee.


ARTICLE 11 - SEVERABILITY

     In the event that any provision of this Agreement should be found to be
     invalid or illegal under the applicable law, such provision shall be deemed
     to be omitted to the extent of such invalidity or illegality, and the other
     provisions of this Agreement shall remain valid and in force, and shall
     continue to govern the relationship between the Parties.


ARTICLE 12 - NOTICES

     All notices or other communications required or permitted to be given under
     this Agreement shall be in writing and shall be either delivered personally
     or sent by mail, at the following addresses of the Parties:

           i)  To the Licensor at its Registered office mentioned herein, and
          ii)  To the Licensee at
                 a)   The Licensed Premises and
                 b)   Its registered office

     Notice shall be deemed to be given on the seventh business day after such
     notice is mailed, if sent by registered mail. Any notice shall commence on
     the day such notice is deemed to be given.
     A Party may change its address for purposes hereof by notice to the other
     Party.

                                    Page 12


ARTICLE 13 - FORCE MAJEURE

     Neither Party shall be liable to the other Party for failure to perform its
     obligations hereunder due to the occurrence of any event beyond the control
     of such Party and affecting its performance including, without limitation,
     governmental regulations, orders, administrative requests, rulings or
     orders, acts of God, war, war-like hostilities, civil commotion, riots,
     epidemics, fire or any other similar cause or causes.


ARTICLE 14 - GOVERNING LAW

     It is declared and confirmed by the Parties hereto that what is recorded in
     this Agreement reflects the true intention of the Parties and neither
     Parties shall contend to the contrary. This Agreement shall be governed and
     construed in accordance with the laws of India.


ARTICLE 15 - HEADINGS

     The descriptive words or phrases at the head of the various articles and
     sections hereof are inserted only as a convenience and for reference. They
     are in no way intended to be a part of the Agreement or in no way define,
     limit or describe the scope or intent of the particular article or section
     to which they refer.


ARTICLE 16 - WAIVERS

     The failure with or without intent of any Party hereto to insist upon the
     performance by the other of any term or provision of this Agreement in
     strict conformity with the literal requirements hereof shall not be treated
     or deemed to constitute a modification of any term or provision hereof, nor
     shall such failure or election be deemed to constitute a waiver of the
     right of such Party at any time whatsoever thereafter to insist upon
     performance by the other strictly in accordance with any term or provision
     hereof; all terms, conditions and obligations under this Agreement shall
     remain in full force and effect at all times during the term of this
     Agreement except as otherwise changed or modified by mutual written
     agreement of the Parties hereto.


ARTICLE 17 - JURISDICTION

     The Parties expressly agree, that only the competent courts of jurisdiction
     at Mumbai shall have exclusive jurisdiction in all matters arising
     hereunder.

                                    Page 13


ARTICLE 18 - ARBITRATION

     If any dispute arises between the Parties hereto during the subsistence or
     thereafter, in connection with the validity, interpretation, implementation
     or alleged material breach of any of the provisions of this Agreement or
     regarding any question including the question as to whether the termination
     of the Agreement by one Party hereto has been legitimate, the Parties
     hereto shall endeavour to settle such disputes amicably. In case of failure
     of the Parties to settle such disputes within thirty days, either Party
     shall be entitled to refer the disputes (if legally possible) to
     arbitration. The arbitration shall be conducted by a sole Arbitrator
     mutually appointed, or in case of disagreement as to the appointment of a
     sole Arbitrator, by three (3) Arbitrators of which each Party shall appoint
     one (1) Arbitrator and the third Arbitrator shall be appointed by the two
     appointed Arbitrators. The arbitration proceedings shall be governed by the
     Arbitration & Conciliation Act, 1996. The language of the arbitration
     proceedings shall be in English. The provisions of this Article 18 shall
     survive the termination of this Agreement for any reason whatsoever. The
     place of Arbitration is Mumbai.

                                    Page 14


                            SCHEDULE OF THE PROPERTY


An area of 59,202 sq. ft. (56,720 sq. ft. on ground floor, and an area of 2,482
sq. ft. on the lower ground floor level) of the said Building (Industrial Shed)
No. 10 on Survey Nos. 57 (pt) of village Vikhroli, corresponding to CTS No.
7[pt] and 67(pt), Mumbai. The above property is bounded by:

Due North: Boundary wall of Godrej & Boyce Mfg. Co. Ltd.
Due South: Internal road of Godrej and Boyce Mfg. Co. Ltd.
Due East: Internal road of Godrej and Boyce Mfg. Co. Ltd.
Due West: Office Structure Plant No. 10

                                    Page 15




IN WITNESS WHEREOF the Parties have executed these presents (in duplicate) on
the day and the year first herein above written.

Signed & Delivered by the within named      )
Licensor, GODREJ & BOYCE MANU-              )
FACTURING COMPANY LIMITED,                  )
through its duly Constituted Attorney,      )     /s/ Maneck H. Engineer
Mr. Maneck H. Engineer, in the              )
presence of :                               )


1.


2.


Signed & Delivered by the within named      )
Licensee, World Network Services Pvt. Ltd.  )
through its Authorised Representative,      )
Mr. Zubin Dubash                            )     /s/ Zubin Dubash
in the presence of :                        )

1. Riddhish Purohit

                                    Page 16

                                                                    Exhibit 10.6

                        FORM OF INDEMNIFICATION AGREEMENT

     This Indemnification Agreement (the "AGREEMENT") is entered into as of
__________, 200__ by and between WNS (Holdings) Limited, a Jersey, Channel
Islands company (the "COMPANY") and the undersigned, a director and/or officer
of the Company ("INDEMNITEE").

                                    RECITALS

     1. The Company recognizes that highly competent persons are becoming more
reluctant to serve corporations as directors or in other capacities unless they
are provided with adequate protection through insurance or adequate
indemnification against risks of claims and actions against them arising out of
their services to the corporation.

     2. The Board of Directors of the Company (the "BOARD") has determined that
the inability to attract and retain highly competent persons to serve the
Company is detrimental to the best interests of the Company and its shareholders
and that it is reasonable and necessary for the Company to provide adequate
protection to such persons against risks of claims and actions against them
arising out of their services to the corporation.

     3. The Company is willing to indemnify Indemnitee to the fullest extent
permitted by applicable law, and Indemnitee is willing to serve and continue to
serve the Company on the condition that he be so indemnified.

                                    AGREEMENT

     In consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:

A.   DEFINITIONS

     The following terms shall have the meanings defined below:

     Expenses shall include damages, judgments, fines, penalties, settlements
and costs, attorneys' fees and disbursements and costs of attachment or similar
bond, investigations, and any expenses paid or incurred in connection with
investigating, defending, being a witness in, participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding.

     Indemnifiable Event means any event or occurrence that takes place either
before or after the execution of this Agreement, related to the fact that
Indemnitee is or was a director or an officer of the Company, or is or was
serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture or other entity, or was a director or
officer of an entity that was a predecessor of the Company or another entity at
the request of such predecessor entity, or related to anything done or not done
by Indemnitee in any such capacity.

     Participant means a person who is a party to, or witness or participant
(including on appeal) in, a Proceeding.


                                        1



     Proceeding means any threatened, pending, or completed action, suit or
proceeding, or any inquiry, hearing or investigation, whether civil, criminal,
administrative, investigative or other, in which Indemnitee may be or may have
been involved as a party or otherwise by reason of an Indemnifiable Event,
including, without limitation, any threatened, pending, or completed action,
suit or proceeding by or in the right of the Company.

B.   AGREEMENT TO INDEMNIFY

     1. General Agreement. In the event Indemnitee was, is, or becomes a
Participant in, or is threatened to be made a Participant in, a Proceeding, the
Company shall indemnify the Indemnitee from and against any and all Expenses
which Indemnitee incurs or becomes obligated to incur in connection with such
Proceeding, to the fullest extent permitted by Article 77 of the Companies
(Jersey) Law 1991, as amended and other applicable law.

     2. Indemnification of Expenses of Successful Party. To the extent that
Indemnitee has been successful on the merits in defense of any Proceeding or in
defense of any claim, issue or matter in such Proceeding, Indemnitee shall be
indemnified against all Expenses incurred in connection with such Proceeding or
such claim, issue or matter, as the case may be.

     3. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for a portion of Expenses,
but not for the total amount of Expenses, the Company shall indemnify the
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

     4. Exclusions. Notwithstanding anything in this Agreement to the contrary,
Indemnitee shall not be entitled to indemnification under this Agreement:

     (a) to the extent that payment is actually made to Indemnitee under a
valid, enforceable and collectible insurance policy;

     (b) in connection with a judicial action by or in the right of the Company,
in respect of any claim, issue or matter as to which the Indemnitee shall have
been adjudicated by final judgment in a court of law to be liable for gross
negligence or willful misconduct in the performance of his duty to the Company
unless and only to the extent that any court in which such action was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as such court shall deem
proper;

     (c) in connection with any Proceeding initiated by Indemnitee against the
Company or any director or officer of the Company, and not by way of defense,
unless (i) the Company has joined in or the Board has consented to the
initiation of such Proceeding; or (ii) the Proceeding is one to enforce
indemnification rights under this Agreement or any applicable law;

     (d) for a disgorgement of profits made from the purchase and sale by the
Indemnitee of securities pursuant to Section 16(b) of the Exchange Act or
similar provisions of any applicable U.S. state statutory law or common law;


                                        2



     (e) brought about by the dishonesty or fraud of the Indemnitee seeking
payment hereunder; provided, however, that the Indemnitee shall be protected
under this Agreement as to any claims upon which suit may be brought against him
by reason of any alleged dishonesty on his part, unless a judgment or other
final adjudication thereof adverse to the Indemnitee establishes that he
committed (i) acts of active and deliberate dishonesty, (ii) with actual
dishonest purpose and intent, and (iii) which acts were material to the cause of
action so adjudicated;

     (f) for any judgment, fine or penalty which the Company is prohibited by
applicable law from paying as indemnity; or

     (g) arising out of Indemnitee's breach of an employment agreement with the
Company (if any) or any other agreement with the Company or any of its
subsidiaries.

     5. No Employment Rights. Nothing in this Agreement is intended to create in
Indemnitee any right to continued employment with the Company.

     6. Contribution. If the indemnification provided in this Agreement is
unavailable and may not be paid to Indemnitee for any reason other than those
set forth in Section 4, then, to the fullest extent permitted by Article 77 of
the Companies (Jersey) Law 1991, as amended and other applicable law, the
Company shall contribute to the amount of Expenses paid in settlement actually
and reasonably incurred and paid or payable by Indemnitee in such proportion as
is appropriate to reflect (i) the relative benefits received by the Company on
the one hand and by the Indemnitee on the other hand from the transaction from
which such Proceeding arose, and (ii) the relative fault of the Company on the
one hand and of the Indemnitee on the other hand in connection with the events
which resulted in such Expenses, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of the
Indemnitee on the other hand shall be determined by reference to, among other
things, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent the circumstances resulting in such Expenses,
judgments, fines or settlement amounts. The Company agrees that it would not be
just and equitable if contribution pursuant to this Section 6 were determined by
pro rata allocation or any other method of allocation which does not take
account of the foregoing equitable considerations.

C.   INDEMNIFICATION PROCESS

     1. Notice and Cooperation By Indemnitee. Indemnitee shall, as a condition
precedent to his right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable of any claim made against Indemnitee
for which indemnification will or could be sought under this Agreement, provided
that the delay of Indemnitee to give notice hereunder shall not prejudice any of
Indemnitee's rights hereunder, unless such delay results in the Company's
forfeiture of substantive rights or defenses. Notice to the Company shall be
given in accordance with Section F.7 below. In addition, Indemnitee shall give
the Company such information and cooperation as the Company may reasonably
request.

     2. Indemnification Payment.

     (a) Advancement of Expenses. Indemnitee may submit a written request to the
Company requesting that the Company advance to Indemnitee all Expenses that may
be


                                        3



reasonably incurred by Indemnitee in connection with a Proceeding as such
Expenses are incurred. The Company shall, within ten business days of receiving
such a written request by Indemnitee, advance all requested Expenses to
Indemnitee.

     (b) Reimbursement of Expenses. To the extent Indemnitee has not requested
any advanced payment of Expenses from the Company, Indemnitee shall be entitled
to receive reimbursement for the Expenses incurred in connection with a
Proceeding from the Company immediately after Indemnitee makes a written request
to the Company for reimbursement.

     (c) Determination by the Reviewing Party. Notwithstanding anything
foregoing to the contrary, in the event the Reviewing Party informs the Company
that Indemnitee is not entitled to indemnification in connection with a
Proceeding under this Agreement or applicable law, the Company shall be entitled
to be reimbursed by Indemnitee for all the Expenses previously advanced or
otherwise paid to Indemnitee in connection with such Proceeding; provided,
however, that Indemnitee may bring a suit to enforce his indemnification right
in accordance with Section C.3 below.

     3. Suit to Enforce Rights. Regardless of any action by the Reviewing Party,
if Indemnitee has not received full indemnification within 30 days after making
a written demand in accordance with Section C.2 above, Indemnitee shall have the
right to enforce its indemnification rights under this Agreement by commencing
litigation in any court of competent jurisdiction seeking a determination by the
court or challenging any determination by the Reviewing Party or any aspect of
the Agreement. Any determination by the Reviewing Party not challenged by
Indemnitee and any judgment entered by the court shall be binding on the Company
and Indemnitee.

     4. Assumption of Defense. In the event the Company is obligated under this
Agreement to advance any Expenses for any Proceeding against Indemnitee, the
Company shall be entitled to assume the defense of such Proceeding, with counsel
approved by Indemnitee, upon delivery to Indemnitee of written notice of its
election to do so. After delivery of such notice, approval of such counsel by
Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding, unless
(i) the employment of counsel by Indemnitee has been previously authorized by
the Company, (ii) Indemnitee shall have reasonably concluded, based on written
advice of counsel, that there may be a conflict of interest of such counsel
retained by the Company between the Company and Indemnitee in the conduct of any
such defense, or (iii) the Company ceases or terminates the employment of such
counsel with respect to the defense of such Proceeding, in any of which events
the fees and expenses of Indemnitee's counsel shall be at the expense of the
Company. At all times, Indemnitee shall have the right to employ counsel in any
Proceeding at Indemnitee's expense.

     5. Defense to Indemnification, Burden of Proof and Presumptions. It shall
be a defense to any action brought by Indemnitee against the Company to enforce
this Agreement that it is not permissible under this Agreement or Article 77 of
the Companies (Jersey) Law 1991, as amended or other applicable law for the
Company to indemnify the Indemnitee for the amount claimed. In connection with
any such action or any determination by the Reviewing Party or otherwise as to
whether Indemnitee is entitled to be indemnified under this Agreement, the
burden of proving such a defense or determination shall be on the Company.
Neither the failure of the Reviewing Party or the Company to have made a


                                        4



determination prior to the commencement of such action by Indemnitee that
indemnification is proper under the circumstances because Indemnitee has met the
standard of conduct set forth in applicable law, nor an actual determination by
the Reviewing Party or the Company that Indemnitee had not met such applicable
standard of conduct shall be a defense to the action or create a presumption
that Indemnitee has not met the applicable standard of conduct.

     6. No Settlement Without Consent. The Company shall not settle any
Proceeding in any manner that would impose any damage, loss, penalty or
limitation on Indemnitee without Indemnitee's prior written consent. Neither the
Company nor Indemnitee shall unreasonably withhold its consent to any proposed
settlement, provided that Indemnitee may withhold his consent if any proposed
settlement imposes any damage, loss, penalty or limitation on Indemnitee.

     7. Company Participation. The Company shall not be liable to indemnify the
Indemnitee under this Agreement with regard to any judicial action if the
Company was not given a reasonable and timely opportunity, at its expense, to
participate in the defense of such action, unless such lack of opportunity does
not result in the Company's forfeiture of substantive rights or defenses.

     8. Reviewing Party.

          (a) For purposes of this Agreement, the Reviewing Party with respect
to each indemnification request of Indemnitee shall be (A) the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined), or (B) if a quorum of the Board of Directors
consisting of Disinterested Directors is not obtainable or, even if obtainable,
said Disinterested Directors so direct, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to
Indemnitee; and, if it is determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten days after such
determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee's entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
Independent Counsel or member of the Board of Directors shall act reasonably and
in good faith in making a determination under the Agreement of the Indemnitee's
entitlement to indemnification. Any costs or expenses (including attorneys' fees
and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom. "DISINTERESTED DIRECTOR" means a director of the
Company who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.

          (b) If the determination of entitlement to indemnification is to be
made by Independent Counsel, the Independent Counsel shall be selected as
provided in this Section 8(b). The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board of Directors, in which event the preceding sentence shall apply), and
Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, Indemnitee


                                        5


or the Company, as the case may be, may, within 10 days after such written
notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of "Independent
Counsel" as defined in Section 8(d) of this Agreement, and the objection shall
set forth with particularity the factual basis of such assertion. Absent a
proper and timely objection, the person so selected shall act as Independent
Counsel. If a written objection is made and substantiated, the Independent
Counsel selected may not serve as Independent Counsel unless and until such
objection is withdrawn or a court has determined that such objection is without
merit. If, within 20 days after submission by Indemnitee of a written request
for indemnification, no Independent Counsel shall have been selected and not
objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other's selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the court or by
such other person as the court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as
Independent Counsel. The Company shall pay any and all reasonable fees and
expenses of Independent Counsel incurred by such Independent Counsel in
connection with acting under this Agreement, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 8(b),
regardless of the manner in which such Independent Counsel was selected or
appointed.

          (c) In making a determination with respect to entitlement to
indemnification hereunder, the Reviewing Party shall presume that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a
request for indemnification in accordance with this Agreement, and the Company
shall have the burden of proof to overcome that presumption in connection with
the making by any person, persons or entity of any determination contrary to
that presumption. The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement (with or without court approval),
conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his conduct was unlawful. For purposes of any determination of good
faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's
action is based on the records or books of account of the Company and any other
corporation, partnership, joint venture or other entity of which Indemnitee is
or was serving at the written request of the Company as a director, officer,
employee, agent or fiduciary, including financial statements, or on information
supplied to Indemnitee by the officers and directors of the Company or such
other corporation, partnership, joint venture or other entity in the course of
their duties, or on the advice of legal counsel for the Company or such other
corporation, partnership, joint venture or other entity or on information or
records given or reports made to the Company or such other corporation,
partnership, joint venture or other entity by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Company or such other corporation, partnership, joint venture or other
entity. In addition, the knowledge and/or actions, or failure to act, of any
director, officer, agent or employee of the Company or such other corporation,
partnership, joint venture or other entity shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.
The provisions of this Section 8(c) shall


                                       6



not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.

          (d) "INDEPENDENT COUNSEL" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement. The Company agrees to pay the reasonable fees of the Independent
Counsel referred to above and to fully indemnify such counsel against any and
all Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.

D.   DIRECTOR AND OFFICER LIABILITY INSURANCE

     1. Good Faith Determination. The Company shall from time to time make the
good faith determination whether or not it is practicable for the Company to
obtain and maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Company with coverage for
losses incurred in connection with their services to the Company or to ensure
the Company's performance of its indemnification obligations under this
Agreement.

     2. Coverage of Indemnitee. To the extent the Company maintains an insurance
policy or policies providing directors' and officers' liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available for any of the
Company's directors or officers.

     3. No Obligation. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain any director and officer insurance policy if
the Company determines in good faith that such insurance is not reasonably
available in the case that (i) premium costs for such insurance are
disproportionate to the amount of coverage provided, or (ii) the coverage
provided by such insurance is limited by exclusions so as to provide an
insufficient benefit.

E.   NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

     1. Non-Exclusivity. The indemnification provided by this Agreement shall
not be deemed exclusive of any rights to which Indemnitee may be entitled under
the Company's current memorandum and articles of association, applicable law or
any written agreement between Indemnitee and the Company (including its
subsidiaries and affiliates). The indemnification provided under this Agreement
shall continue to be available to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though he may have ceased to serve
in any such capacity at the time of any Proceeding.


                                       7



     2. Federal Preemption. Notwithstanding the foregoing, both the Company and
Indemnitee acknowledge that in certain instances, U.S. federal law or public
policy may override applicable law and prohibit the Company from indemnifying
its directors and officers under this Agreement or otherwise. Such instances
include, but are not limited to, the U.S. Securities and Exchange Commission's
prohibition on indemnification for liabilities arising under certain U.S.
federal securities laws. Indemnitee understands and acknowledges that the
Company has undertaken or may be required in the future to undertake with the
SEC to submit the question of indemnification to a court in certain
circumstances for a determination of the Company's right under public policy to
indemnify Indemnitee.

     3. Duration of Agreement. All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is an officer
and/or a director of the Company (or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise) and shall continue
thereafter so long as Indemnitee shall be subject to any Proceeding by reason of
his former or current capacity at the Company, whether or not he is acting or
serving in any such capacity at the time any expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall
continue in effect regardless of whether Indemnitee continues to serve as an
officer and/or a director of the Company or any other enterprise at the
Company's request.

F.   MISCELLANEOUS

     1. Amendment of this Agreement. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall operate as a
waiver of any other provisions (whether or not similar), nor shall such waiver
constitute a continuing waiver. Except as specifically provided in this
Agreement, no failure to exercise or any delay in exercising any right or remedy
shall constitute a waiver.

     2. Subrogation. In the event of payment to Indemnitee by the Company under
this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Company to
bring suit to enforce such rights.

     3. Assignment; Binding Effect. Neither this Agreement nor any of the rights
or obligations hereunder may be assigned by either party hereto without the
prior written consent of the other party; except that the Company may, without
such consent, assign all such rights and obligations to a successor in interest
to the Company which assumes all obligations of the Company under this
Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon
and inure to the benefit of and be enforceable by and against the parties hereto
and the Company's successors (including any direct or indirect successor by
purchase, merger, consolidation, or otherwise to all or substantially all of the
business and/or assets of the Company) and assigns, as well as Indemnitee's
spouses, heirs, and personal and legal representatives. As a condition to any
purchase, merger, consolidation or other business combination transaction
involving the Company, the Company's successor shall expressly assume the
obligations under this Agreement.


                                        8



     4. Severability and Construction. Nothing in this Agreement is intended to
require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law. The Company's inability, pursuant to a court
order, to perform its obligations under this Agreement shall not constitute a
breach of this Agreement. In addition, if any portion of this Agreement shall be
held by a court of competent jurisdiction to be invalid, void, or otherwise
unenforceable, the remaining provisions shall remain enforceable to the fullest
extent permitted by applicable law. The parties hereto acknowledge that they
each have opportunities to have their respective counsels review this Agreement.
Accordingly, this Agreement shall be deemed to be the product of both of the
parties hereto, and no ambiguity shall be construed in favor of or against
either of the parties hereto.

     5. Jersey and other Applicable Law. Notwithstanding any other provisions of
this Agreement, both the Company and Indemnitee acknowledge that nothing herein
shall or shall be construed so as to oblige the Company to indemnify Indemnitee
or to exempt Indemnitee from liability or to make any payment (of Expenses or
otherwise) to Indemnitee or any other person or to do or fail to do any act
where (in any such case) to do so would be contrary to Article 77 of the
Companies (Jersey) Law 1991, as amended or other applicable law; and any
provision which has or may be construed to have such effect shall (without
prejudice to the validity of the remainder of this Agreement) be void and
unenforceable.

     6. Counterparts. This Agreement may be executed in two counterparts, both
of which taken together shall constitute one instrument.

     7. Governing Law. This agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of New York,
U.S.A., without giving effect to conflicts of law provisions thereof.

     8. Notices. All notices, demands, and other communications required or
permitted under this Agreement shall be made in writing and shall be deemed to
have been duly given if delivered by hand, against receipt, or mailed, postage
prepaid, certified or registered mail, return receipt requested, and addressed
to the Company at:

          WNS (Holdings) Limited
          c/o WNS Global Services Pvt. Ltd
          Gate 4, Godrej & Boyce Complex
          Pirojshanagar, Vikhroli (W)
          Mumbai 400 079, India
          Attention: Mr. Vikas Gupta

     and to Indemnitee at its last address notified to the Company.

     9. Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.

                            (Signature page follows)


                                       9



IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date
first written above.

COMPANY

WNS (Holdings) Limited


- -------------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


INDEMNITEE


- -------------------------------------
Name:
      -------------------------------


                                       10

                                                                    Exhibit 10.7
                                 20TH MAY 2002




                    WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

                   WARBURG PINCUS INTERNATIONAL PARTNERS, L.P.

            WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, CV

            WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS II, CV

                               BRITISH AIRWAYS PLC

                             WNS (HOLDINGS) LIMITED



                         =============================

                          REGISTRATION RIGHTS AGREEMENT
                                   RELATING TO
                             WNS (HOLDINGS) LIMITED

                         =============================





CLAUSE                                                             PAGE
                                                             
1.      DEFINITIONS............................................     3

2.      REQUIRED REGISTRATIONS.................................     5

3.      INCIDENTAL REGISTRATION................................     6

4.      REGISTRATION PROCEDURES................................     7

5.      ALLOCATION OF EXPENSES.................................     8

6.      INDEMNIFICATION AND CONTRIBUTION.......................     9

7.      INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING..    11

8.      INFORMATION BY HOLDER..................................    11

9.      STAND-OFF AGREEMENT....................................    11

10.     LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS..........    12

11.     RULE 144 REQUIREMENTS..................................    12

12.     MERGERS, ETC...........................................    12

13.     TERMINATION............................................    13

14.     TRANSFERS OF RIGHTS....................................    13

15.     GENERAL................................................    13

16.     ENTIRE AGREEMENT.......................................    14

17.     AMENDMENTS AND WAIVERS.................................    14

18.     COUNTERPARTS...........................................    14

19.     SEVERABILITY...........................................    14

20.     GOVERNING LAW..........................................    14


                                                                          Page 2


THIS REGISTRATION RIGHTS AGREEMENT is made on 20th May 2002

BETWEEN:

(1)  WARBURG, PINCUS PRIVATE EQUITY VIII, L.P., constituted as a limited
     partnership in Delaware, USA, and whose principal place of business is at
     466 Lexington Avenue, New York, NY 10017-3147, USA (WPPE);

(2)  WARBURG, PINCUS INTERNATIONAL PARTNERS, L.P., constituted as a limited
     partnership in Delaware, USA, and whose principal place of business is at
     466 Lexington Avenue, New York, NY 10017-3147, USA (WPIP);

(3)  WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, CV., constituted as a
     Commanditaire Ventooschap in Holland, and whose principal place of business
     is at 466 Lexington Avenue, New York, NY 10017-3147, USA (WPNIP(1));

(4)  WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS II, CV., constituted as
     a Commanditaire Ventooschap in Holland, and whose principal place of
     business is at 466 Lexington Avenue, New York, NY 10017-3147, USA
     (WPNIP(2))

(5)  BRITISH AIRWAYS PLC, a company incorporated in England and Wales
     (Registered No: 01777777) and having its registered office at Waterside, PO
     Box 365, Harmondsworth, Middlesex UB7 OGB (BA); and

(6)  WNS (HOLDINGS) LIMITED, a company incorporated in Jersey (Registered No:
     82262) and having its registered office at 22 Grenville Street, St Helier,
     Jersey JE4 8PX (the COMPANY).

WHEREAS:

(A)  The Investors, BA, the Company and WNS (Mauritius) Limited have entered
into an Investment Agreement dated of even date herewith (the INVESTMENT
AGREEMENT).

(B)  The Company and the Concerned Shareholders (as defined below) desire to
provide for certain arrangements with respect to the registration of the
ordinary shares in the capital of the Company under the Securities Act (as
defined below).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the parties agree as follows:

DEFINITIONS

1.  As used in this Agreement, the following terms shall have the following
respective meanings:

BA GROUP shall have the meaning set out in the Investment Agreement;

                                                                          Page 3



BUSINESS DAY means a day (other than a Saturday or a Sunday) on which Banks
generally are open for Business in New York and London;

COMMISSION means the United States Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act;

CONCERNED SHAREHOLDERS means each of the Investors and BA or the relevant member
of its group (save that, in relation to Section 2, BA or the relevant member of
its group will only be a CONCERNED SHAREHOLDER for so long as it holds not less
than 20% of the Company's Shares calculated on a fully diluted basis) and any
persons or entities to whom the rights granted under this Agreement are
transferred by the Investors or BA, as applicable, pursuant to Section 14 hereof
and their successors and CONCERNED SHAREHOLDER shall mean any one of them;

EXCHANGE means any securities exchange or nationally recognised quotation system
on which similar securities issued by the Company are listed;

EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission issued under such Act,
as they each may, from time to time, be in effect;

INVESTORS means each of WPPE, WPIP, WPNIP(1) and WPNIP(2) and their successors
pursuant to Section 14 hereof;

REGISTRABLE SHARES means all Shares held or thereafter acquired by a Concerned
Shareholder including, (i) any Shares issued to, subscribed for or purchased by
the Investors or BA in accordance with the Investment Agreement, (ii) any Shares
issued or issuable upon the conversion or exercise of any other securities
acquired by a Concerned Shareholder pursuant to the Investment Agreement, (iii)
any Shares issued to, issuable to or acquired by a Concerned Shareholder as a
result of the exercise by them of any statutory or contractual pre-emptive, tag
along, first offer or other similar right, and (iv) any other Shares issued in
respect of such Shares (because of share splits, stock dividends,
reclassifications, recapitalizations, or similar events) and provided, however,
that Shares which are Registrable Shares shall cease to be Registrable Shares
(i) upon any sale pursuant to a Registration Statement or Rule 144 under the
Securities Act, (ii) on such date as such Registrable Shares could be sold
pursuant to Rule 144(k) or (iii) upon any sale in any manner to a person or
entity which, by virtue of Section 14 of this Agreement, is not entitled to the
rights provided by this Agreement;

REGISTRATION STATEMENT means a registration statement filed by the Company with
the Commission for a public offering and sale of Shares (other than a
registration statement on Form S-8, Form S-4 or Form F-4, their successors, any
other form for a similar limited purpose or any registration statement covering
only securities proposed to be issued in exchange for securities or assets of
another corporation);

REGISTRATION EXPENSES means the expenses described in Section 5;

                                                                          Page 4


SECURITIES ACT means the United States Securities Act of 1933, as amended, and
the rules and regulations of the Commission issued under such Act, as they each
may, from time to time, be in effect;

SHARES means the issued ordinary shares of the Company for the time being and
from time to time; and

The GBP symbol shall refer to the lawful currency, for the time being, of the
United Kingdom.

REQUIRED REGISTRATIONS

2.(a) At any time after the closing of the Company's first underwritten public
      offering pursuant to a Registration Statement, a Concerned Shareholder or
      Concerned Shareholders may request the Company, in writing, to effect the
      registration on Form F-1 or F-2 (or any similar or successor form for
      which the Company then qualifies) of Registrable Shares. Upon receipt of
      any such request, the Company shall promptly give written notice of such
      proposed registration to all Concerned Shareholders. Such Concerned
      Shareholders shall have the right, by giving written notice to the Company
      within thirty (30) days after the Company provides its notice, to elect to
      have included in such registration such of their Registrable Shares as
      such Concerned Shareholders may request in such notice of election
      provided that if the underwriter (if any) managing the offering determines
      that, because of marketing factors, all of the Registrable Shares
      requested to be registered by all Concerned Shareholders may not be
      included in the offering, then all Concerned Shareholders who have
      requested registration shall participate in the registration pro rata
      based upon the number of Registrable Shares which they have requested to
      be so registered. Thereupon, the Company shall, as expeditiously as
      possible, use reasonable efforts to effect the registration on Form F-1 or
      F-2 (or any similar or successor form for which the Company then
      qualifies) of all Registrable Shares which the Company has been requested
      to so register; provided that the Company shall not be required to effect
      any registration of Registrable Shares unless Registrable Shares are
      offered at an aggregate proposed offering price net of underwriting
      commissions of at least GBP5,000,000 or, such other amount that all the
      parties hereto shall agree; provided, however, any such agreed amount
      shall not conflict with any relevant legislation or any rules of the
      relevant Exchange.

(b)   At any time after the Company becomes eligible to file a Registration
      Statement on Form F-3 (or any similar or successor form for which the
      Company then qualifies relating to secondary offerings), a Concerned
      Shareholder or Concerned Shareholders may request the Company, in writing,
      to effect the registration on Form F-3 (or any similar or successor form
      for which the Company then qualifies) of Registrable Shares. Upon receipt
      of any such request, the Company shall promptly give written notice of
      such proposed registration to all Concerned Shareholders. Such Concerned
      Shareholders shall have the right, by giving written notice to the Company
      within thirty (30) days after the Company provides its notice, to elect to
      have

                                                                          Page 5



      included in such registration such of their Registrable Shares as such
      Concerned Shareholders may request in such notice of election provided
      that if the underwriter (if any) managing the offering determines that,
      because of marketing factors, all of the Registrable Shares requested to
      be registered by all Concerned Shareholders may not be included in the
      offering, then all Concerned Shareholders who have requested registration
      shall participate in the registration pro rata based upon the number of
      Registrable Shares which they have requested to be so registered.
      Thereupon, the Company shall, as expeditiously as possible, use reasonable
      efforts to effect the registration on Form F-3 (or any similar or
      successor form for which the Company then qualifies) of all Registrable
      Shares which the Company has been requested to so register; provided that
      the Company shall not be required to effect any registration of
      Registrable Shares unless Registrable Shares are offered at an aggregate
      proposed offering price net of underwriting commissions of at least
      GBP1,000,000 or, such other amount that all the parties hereto shall
      agree; provided, however, any such agreed amount shall not conflict with
      any relevant legislation or any rules of the relevant Exchange;

(c)   The Company shall not be required to effect:

      (i)   more than two registrations pursuant to paragraph (a) above;

      (ii)  more than two registrations in any twelve month period pursuant to
            paragraph (b) above; and

      (ii)  in any event, in the case where the relevant Concerned Shareholder
            requesting the registration is BA (or a member of the BA Group),
            more than one registration in any twelve month period pursuant to
            paragraph (a) or (b) above;

      provided, however, that, in each case, no Concerned Shareholder may make
      more than one request in any six month period; and

(d)   If at the time of any request to register Registrable Shares pursuant to
      this Section 2, the Company is engaged or has fixed plans to engage within
      sixty (60) days of the time of the request in a registered public offering
      as to which the Concerned Shareholders may include Registrable Shares
      pursuant to Section 3 or is engaged in any other activity which, in the
      good faith determination of the Company's Board of Directors, would be
      adversely affected by the requested registration then the Company may at
      its option direct that such request be delayed for a period not in excess
      of six months from the effective date of such offering or, in the case of
      any such activity, the date such request, as the case may be, such right
      to delay a request to be exercised by the Company not more than once in
      any twelve month period.

INCIDENTAL REGISTRATION

3.(a) Whenever the Company proposes to file a Registration Statement, it will,
      prior to such filing, give written notice to all Concerned Shareholders of
      its intention to do so. Upon the written request of any Concerned
      Shareholder or

                                                                          Page 6



      Concerned Shareholders given within five Business Days after the Company
      provides such notice (which request shall state the intended method of
      disposition of such Registrable Shares), the Company shall use its
      reasonable efforts to cause all Registrable Shares which the Company has
      been requested by such Concerned Shareholder or Concerned Shareholders to
      register to be included in each Registration Statement to the extent
      necessary to permit their sale or other disposition in accordance with the
      intended methods of distribution specified in the request of such
      Concerned Shareholder or Concerned Shareholders provided, however, that
      the Company shall have the right to postpone or withdraw any registration
      effected pursuant to this Section 3 without obligation to any Concerned
      Shareholder.

(b)   In connection with any registration under this Section 3 involving an
      underwriting, the Company shall not be required to include any Registrable
      Shares in such registration unless the holders thereof accept the terms of
      the underwriting as agreed upon between the Company and the underwriters
      selected by it (provided that such terms must be consistent with this
      Agreement). If, in the opinion of the managing underwriter, it is
      appropriate because of marketing factors and in order for the Company to
      sell securities in the offering within a price range acceptable to the
      Company to limit the number of Registrable Shares to be included in the
      offering, then the Company shall be required to include in the
      registration only that number of Registrable Shares, if any, which the
      managing underwriter believes could be included therein provided, however,
      that no persons or entities other than the Company and the Concerned
      Shareholders shall be permitted to include securities in the offering. If
      the number of Registrable Shares and other Shares to be included in the
      offering in accordance with the foregoing is less than the total number of
      shares which the holders of Registrable Shares have requested to be
      included, then the holders of Registrable Shares who have requested
      registration shall participate in the registration pro rata to the number
      of Shares requested to be included in the offering by such holder of
      Registrable Shares.

REGISTRATION PROCEDURES

4.    If and whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any of the
Registrable Shares under the Securities Act, the Company shall:

(a)   file with the Commission a Registration Statement with respect to such
      Registrable Shares and use its reasonable efforts to cause that
      Registration Statement to become effective and remain effective;

(b)   as expeditiously as possible prepare and file with the Commission any
      amendments and supplements to the Registration Statement and the
      prospectus included in the Registration Statement as may be necessary to
      keep the Registration Statement effective until the earlier of the sale of
      all Registrable Shares covered thereby or 90 days after the effective date
      thereof;

                                                                          Page 7



(c)   as expeditiously as possible furnish to each selling Concerned Shareholder
      such reasonable numbers of copies of the prospectus, including a
      preliminary prospectus, in conformity with the requirements of the
      Securities Act and such other documents as the selling Concerned
      Shareholder may reasonably request in order to facilitate the public sale
      or other disposition of the Registrable Shares owned by the selling
      Concerned Shareholder; and

(d)   as expeditiously as possible use its reasonable efforts to register or
      qualify the Registrable Shares covered by the Registration Statement under
      the securities or Blue Sky laws of such states as the selling Concerned
      Shareholders shall reasonably request and do any and all other acts and
      things that may be necessary or desirable to enable the selling Concerned
      Shareholders to consummate the public sale or other disposition in such
      states of the Registrable Shares owned by the selling Concerned
      Shareholder provided, however, that the Company shall not be required in
      connection with this paragraph (d) to qualify as a foreign corporation or
      execute a general consent to service of process in any jurisdiction.

If the Company has delivered preliminary or final prospectuses to the selling
Concerned Shareholders and after having done so the prospectus is amended to
comply with the requirements of the Securities Act or because the prospectus
contains a material misstatement or omission, the Company shall promptly notify
the selling Concerned Shareholders, and, if requested, the selling Concerned
Shareholders shall immediately cease making offers of Registrable Shares and
return all prospectuses to the Company. The Company shall promptly provide the
selling Concerned Shareholders with revised prospectuses and, following receipt
of the revised prospectuses, the selling Concerned Shareholders shall be free to
resume making offers of the Registrable Shares.

ALLOCATION OF EXPENSES

5.    The Company will pay all Registration Expenses of all registrations under
this Agreement provided, however, that if a registration under Section 2 is
withdrawn at the request of the Concerned Shareholders requesting such
registration (other than as a result of information concerning the business or
financial condition of the Company which is made known to the Concerned
Shareholders after the date on which such registration was requested) and if the
requesting Concerned Shareholders elect not to have such registration counted as
a registration effected by the Company or requested by the Concerned
Shareholders under Section 2, the requesting Concerned Shareholders shall pay
the Registration Expenses of such registration pro rata in accordance with the
number of their Registrable Shares included in such registration. For purposes
of this Section 5, the term "Registration Expenses" shall mean all expenses
incurred by the Company in complying with this Agreement, including, without
limitation, all registration and filing fees, exchange listing fees, printing
expenses, road show expenses, fees and expenses of any consultants or experts
retained by the Company in connection with such registration, fees and expenses
of counsel for the Company and the fees and expenses of one counsel selected by
the selling Concerned Shareholders to represent the selling Concerned
Shareholders, state Blue Sky fees and expenses (if any), fees and expenses of
the Company's independent

                                                                          Page 8



auditors but excluding underwriting discounts, selling commissions and the fees
and expenses of selling Concerned Shareholders' own counsel (other than the
counsel selected to represent all selling Concerned Shareholders).

INDEMNIFICATION AND CONTRIBUTION

6.(a) In the event of any registration of any of the Registrable Shares under
      the Securities Act pursuant to this Agreement, the Company will to the
      extent permitted by law indemnify and hold harmless the seller of such
      Registrable Shares, each underwriter of such Registrable Shares and each
      other person, if any, who controls such seller or underwriter within the
      meaning of the Securities Act or the Exchange Act against any losses,
      claims, damages or liabilities, joint or several, to which such seller,
      underwriter or controlling person may become subject under the Securities
      Act, the Exchange Act, state securities or Blue Sky laws or otherwise,
      insofar as such losses, claims, damages or liabilities (or actions in
      respect thereof) arise out of or are based upon any untrue statement or
      alleged untrue statement of any material fact contained in any
      Registration Statement under which such Registrable Shares were registered
      under the Securities Act, any preliminary prospectus or final prospectus
      contained in the Registration Statement, or any amendment or supplement to
      such Registration Statement, or arise out of or are based upon the
      omission or alleged omission to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading;
      and the Company will reimburse such seller, underwriter and each such
      controlling person for any legal or any other expenses reasonably incurred
      by such seller, underwriter or controlling person in connection with
      investigating or defending any such loss, claim, damage, liability or
      action provided, however, that the Company will not be liable in any such
      case to the extent that any such loss, claim, damage or liability arises
      out of or is based upon any untrue statement or omission made in such
      Registration Statement, preliminary prospectus or final prospectus, or any
      such amendment or supplement, in reliance upon and in conformity with
      information furnished to the Company, in writing, by or on behalf of such
      seller, underwriter or controlling person specifically for use in the
      preparation thereof provided that the Company shall not be liable in any
      such case to the extent that any such loss, claim, damage, liability or
      other expense arises out of or is based upon an untrue statement or
      alleged untrue statement or omission or alleged omission in such
      Registration Statement, preliminary prospectus or final prospectus, if
      such untrue statement or alleged untrue statement, omission or alleged
      omission is completely corrected in an amendment or supplement to the
      preliminary or final prospectus and the Concerned Shareholder thereafter
      fails to deliver such preliminary or final prospectus as so amended or
      supplemented prior to or concurrently with the sale of Registrable Shares
      to the person asserting such loss, claim, damage, liability or expense
      after the Company had furnished such Concerned Shareholder with a
      sufficient number of copies of the same. Such indemnity shall not apply to
      amounts paid in settlement of any loss, claim, damage, liability or action
      is such settlement is effected without the consent of the Company.

                                                                          Page 9



(b)   In the event of any registration of any of the Registrable Shares under
      the Securities Act pursuant to this Agreement, each seller of Registrable
      Shares, severally and not jointly, will indemnify and hold harmless the
      Company, each of its directors and officers and each underwriter (if any)
      and each person, if any, who controls the Company or any such underwriter
      within the meaning of the Securities Act or the Exchange Act, against any
      losses, claims, damages or liabilities, joint or several, to which the
      Company, such directors and officers, underwriter or controlling person
      may become subject under the Securities Act, Exchange Act, state
      securities or Blue Sky laws or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon any untrue statement or alleged untrue statement of a material
      fact contained in any Registration Statement under which such Registrable
      Shares were registered under the Securities Act, any preliminary
      prospectus or final prospectus contained in the Registration Statement, or
      any amendment or supplement to the Registration Statement, or arise out of
      or are based upon any omission or alleged omission to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, if the statement or omission was made in reliance
      upon and in conformity with information relating to such seller furnished
      in writing to the Company by or on behalf of such seller specifically for
      use in connection with the preparation of such Registration Statement,
      prospectus, amendment or supplement provided, however, that the
      obligations of each Concerned Shareholders hereunder shall be limited to
      an amount equal to the proceeds to such Concerned Shareholder of
      Registrable Shares sold in connection with such registration.

(c)   Each party entitled to indemnification under this Section 6 (the
      INDEMNIFIED PARTY) shall give notice to the party required to provide
      indemnification (the INDEMNIFYING PARTY) promptly after such Indemnified
      Party has actual knowledge of any claim as to which indemnity may be
      sought, and shall permit the Indemnifying Party to assume the defence of
      any such claim or any litigation resulting therefrom provided, however,
      that counsel for the Indemnifying Party, who shall conduct the defence of
      such claim or litigation, shall be approved by the Indemnified Party
      (whose approval shall not be unreasonably withheld or delayed) and,
      provided further, that the failure of any Indemnified Party to give notice
      as provided herein shall not relieve the Indemnifying Party of its
      obligations under this Section 6. The Indemnified Party may participate in
      such defence at such party's expense provided, however, that the
      Indemnifying Party shall pay such expense if representation of such
      Indemnified Party by the counsel retained by the Indemnifying Party would
      be inappropriate due to actual or potential conflicts of interests between
      the Indemnified Party and the Indemnifying Party. No Indemnifying Party,
      in the defence of any such claim or litigation or to which an Indemnified
      Party is or could have been a party and indemnity or contribution may be
      or could have been sought hereunder shall, except with the consent of such
      Indemnified Party, consent to entry of any judgement or enter into any
      settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from all liability in respect of such claim or litigation. No Indemnified
      Party shall consent to entry of any

                                                                         Page 10



      judgement or settle any such claim or litigation without the prior written
      consent of the Indemnifying Party.

(d)   In order to provide for just and equitable contribution to joint liability
      under the Securities Act in any case in which either (i) any holder of
      Registrable Shares exercising rights under this Agreement or any
      controlling person of any such holder makes a claim for indemnification
      pursuant to this Section 6, but it is judicially determined (by the entry
      of a final judgement or decree by a court of competent jurisdiction and
      the expiration of time to appeal or the denial of the last right of
      appeal) that such indemnification may not be enforced in such case
      notwithstanding the fact that this Section 6 provides for indemnification
      in such case or (ii) contribution under the Securities Act may be required
      on the part of any such selling Concerned Shareholder or any such
      controlling person in circumstances for which indemnification is provided
      under this Section 6; then, in each such case, the Company and such
      Concerned Shareholder will contribute to the aggregate losses, claims,
      damages or liabilities to which they may be subject (after contribution
      from others) in such proportions so that such selling Concerned
      Shareholder is responsible for the portion represented by the percentage
      that the public offering price of its Registrable Shares offered by the
      Registration Statement bears to the public offering price of all
      securities offered by such Registration Statement, and the Company is
      responsible for the remaining portion provided, however, that, in any such
      case (A) no such selling Concerned Shareholder will be required to
      contribute any amount in excess of the proceeds to it of all Registrable
      Shares sold by it pursuant to such Registration Statement and (B) no
      person or entity guilty of fraudulent misrepresentation, within the
      meaning of Section 11(f) of the Securities Act, shall be entitled to
      contribution from any person or entity who is not guilty of such
      fraudulent misrepresentation.

UNDERWRITING AGREEMENT

7.    In the event that Registrable Shares are sold pursuant to a Registration
Statement in an underwritten offering pursuant to Section 2, the Company agrees
to enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements and
indemnities in favour of the underwriters to be performed by such issuer. The
Company shall not be obliged under Section 2, to include any of the Concerned
Shareholders' securities in such underwriting unless such Concerned Shareholders
accept the terms of the underwriting as agreed between the Company and the
underwriters.

INFORMATION BY HOLDER

8.    In the event that any Concerned Shareholder includes Registrable Shares in
any registration, such Concerned Shareholder shall furnish to the Company such
information regarding such Concerned Shareholder and the distribution proposed
by such Concerned Shareholder as the Company may reasonably request in writing
and as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.

                                                                         Page 11



STAND-OFF AGREEMENT

9.    Each Concerned Shareholder, if requested by the Company and the managing
underwriter of an offering by the Company of Shares pursuant to a Registration
Statement, shall agree not to sell publicly or otherwise transfer or dispose of
any Registrable Shares or other securities of the Company held by such Concerned
Shareholder for a specified period of time (not to exceed 180 days) following
the effective date of such Registration Statement provided, however, that all
Concerned Shareholders holding not less than the number of Shares held by such
Concerned Shareholder (including Shares issuable upon the conversion of
convertible securities, or upon the exercise of options, warrants or rights) and
all officers and directors of the Company enter into similar agreements.

LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS

10.   The Company shall not, without the prior written consent of the Concerned
Shareholders (which consent shall not be unreasonably withheld), enter into any
agreement (other than this Agreement) with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a NEW CONCERNED SHAREHOLDER) (a) to make a demand registration or (b)
request an incidental or "piggy back" registration.

RULE 144 REQUIREMENTS

11.   After the earliest of (i) the closing of the first sale of securities of
the Company pursuant to a Registration Statement and (ii) the registration by
the Company of a class of securities under Section 12 of the Exchange Act the
Company agrees to:

(a)   use its reasonable efforts to file with the Commission in a timely manner
      all reports and other documents required of the Company under the
      Securities Act and the Exchange Act (at any time after it has become
      subject to such reporting requirements); and

(b)   furnish to any holder of Registrable Shares upon request a written
      statement by the Company as to its compliance with the requirements of
      said Rule 144(c) and the reporting requirements of the Securities Act and
      the Exchange Act (at any time after it has become subject to such
      reporting requirements).

MERGERS, ETC

12.   The Company shall not, directly or indirectly, enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation unless the proposed surviving corporation shall, prior to such
merger, consolidation or reorganization, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose references
hereunder to Registrable Shares shall be deemed to be references to the
securities which the Concerned Shareholders would be entitled to receive in
exchange for Registrable Shares under any such merger,

                                                                         Page 12



consolidation or reorganization provided, however, that the provisions of this
Section 12 shall not apply in the event of any merger, consolidation or
reorganization in which the Company is not the surviving corporation if all
Concerned Shareholders are entitled to receive in exchange for their Registrable
Shares consideration consisting solely of (i) cash, (ii) securities of the
acquiring corporation which may be immediately sold to the public without
registration under the Securities Act or (iii) securities of the acquiring
corporation which the acquiring corporation has agreed to register within 90
days of completion of the transaction for resale to the public pursuant to the
Securities Act.

TERMINATION

13.   All of the Company's obligations to register Registrable Shares under this
Agreement shall terminate on the fifth anniversary of this Agreement.

TRANSFERS OF RIGHTS

14.   This Agreement, and the rights and obligations of each Concerned
Shareholder hereunder, may be assigned by such Concerned Shareholder to any
person or entity to which Shares are transferred by such Concerned Shareholder
in accordance with any contractual limitations on a transfer of Shares, and such
transferee shall be deemed a Concerned Shareholder for purposes of this
Agreement provided, however, that the transferee provides written notice of such
assignment to the Company and provided further that, notwithstanding the
foregoing, BA shall only be entitled to assign its rights under this Agreement
to another member of the BA Group.

GENERAL

15.   NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be delivered by hand or mailed by
first class certified or registered mail, return receipt requested, postage
prepaid to the address (as notified in writing from time to time) of parties
referred to in this Agreement and, in the case of the Investors, to the
following addresses:


                                 
(a)   Party:                           WARBURG, PINCUS PRIVATE EQUITY VIII, L.P.

      Address:                         466 Lexington Avenue
                                       New York
                                       NY
                                       10017-3147
                                       USA
      Facsimile No:                    001 212 878 9359
      Attn. Of:                        Patrick Hackett/Tim Curt


                                                                         Page 13



                                 
      WITH A COPY TO:                  (i)  WARBURG PINCUS INTERNATIONAL, LLC

      Attn. Of:                        Jeremy Young
      Address:                         Almack House
                                       28 King Street
                                       St. James's
                                       London SW1Y 6QW
      Facsimile No.:                   020 7321 0881

                                       (ii) FRESHFIELDS BRUCKHAUS DERINGER

      Attn. Of:                        James Wood
      Address:                         65 Fleet Street
                                       London EC4Y 7HS
      Facsimile No.:                   020 7832 7001

(b)   Party:                           BRITISH AIRWAYS PLC

      Attn. Of:                        The Company Secretary
      Address:                         Waterside PO Box 365
                                       Harmondsworth
                                       UB7 0GB
      Facsimile No.:                   020 8738 9800

(c)   Party:                           WNS (HOLDINGS) LIMITED

      Address:                         22 Grenville Street
                                       St Helier
                                       Jersey JE4 8PX
      Facsimile No.:                   01534 609 333
      Attn. Of:                        The Company Secretary



Notices provided in accordance with this Section 15(a) shall be deemed delivered
upon personal delivery or two Business Days after deposit in the mail.

ENTIRE AGREEMENT

16.   This Agreement embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.

AMENDMENTS AND WAIVERS

17.   Any term of this Agreement may be amended and the observance of any term
of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), with the written consent of the
Company, and the holders of at least 75% of the Registrable Shares provided,
however, that this

                                                                         Page 14



Agreement may be amended with the consent of the holders of less than all
Registrable Shares only in a manner which affects all Registrable Shares in the
same fashion. Terms of this Agreement, which affect the rights of BA hereunder,
may be amended only with the prior written consent of BA. No waivers of or
exceptions to any term, condition or provision of this Agreement, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.

COUNTERPARTS

18.   This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall be one and the same
document.

SEVERABILITY

19.   The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

GOVERNING LAW

20.   This Agreement shall be governed by and construed in accordance with the
laws of New York, without reference to its conflict of laws provisions.

Executed as of the date first written above

                                                                         Page 15



SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
PRIVATE EQUITY VIII, L.P.                            )



SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
INTERNATIONAL PARTNERS L.P.                          )



SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
NETHERLANDS INTERNATIONAL                            )
PARTNERS I, CV                                       )


SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
NETHERLANDS INTERNATIONAL                            )
PARTNERS II, CV                                      )



DULY SIGNED by                                       )
Chris Haynes                                         )
of BRITISH AIRWAYS PLC                               )  /s/  Chris Haynes
for and on behalf of                                 )
BRITISH AIRWAYS PLC                                  )


DULY SIGNED by                                       )
Pulak Prasad                                         )
of WNS (HOLDINGS) LIMITED                            )  /s/  Pulak Prasad
for and on behalf of                                 )
WNS (HOLDINGS) LIMITED                               )

                                                                         Page 16

                                                                    Exhibit 10.8


                        CERTAIN PORTIONS OF THIS EXHIBIT
                        HAVE BEEN OMITTED PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT.

                              THE OMITTED PORTIONS
                              HAVE BEEN FILED WITH
                                THE COMMISSION.





                                  21 MAY 2002

                              BRITISH AIRWAYS PLC

                                WNS (UK) LIMITED

                             WNS (HOLDINGS) LIMITED

                           BA CONTRACT NO: S25W00219

                                   ----------

                               FRAMEWORK AGREEMENT
                       RELATING TO THE SUPPLY OF SERVICES

                                   ----------



                                    CONTENTS



CLAUSE                                                                      PAGE
- ------                                                                      ----
                                                                         
1.  INTERPRETATION ......................................................      1
2.  COMMENCEMENT AND DURATION ...........................................     14
3.  OBLIGATIONS OF THE PARTIES ..........................................     14
    Provision of the Services ...........................................     14
4.  PURCHASE ORDERS AND EMERGENCY SERVICES ..............................     15
    Existing SLAs .......................................................     15
    New SLAs ............................................................     16
5.  EMPLOYEES ...........................................................     17
6.  GENERAL OBLIGATIONS .................................................     17
    Commercial Helpdesk .................................................     18
    Equipment ...........................................................     18
    SLA Database ........................................................     18
    Meetings ............................................................     18
    Reports .............................................................     19
    Business Continuity and Disaster Recovery ...........................     19
7.  EXCLUSIVITY .........................................................     19
8.  PROCEDURAL MANUALS ..................................................     21
9.  CHARGES .............................................................     21
10. REVENUE COMMITMENT ..................................................     23
11. PAYMENT .............................................................     25
12. ASSESSMENT OF PERFORMANCE ...........................................     27
    Performance of Services .............................................     27
    Recovery Procedure ..................................................     28
13. TERMINATION .........................................................     29
14. DISENGAGEMENT .......................................................     33
    Disengagement plan ..................................................     33
    Prior to expiration or termination of a Service .....................     33
    Upon termination or expiration of a Terminated Service ..............     33
    Costs of Disengagement Assistance ...................................     34
    No compulsory disclosure of WNS Intellectual Property Rights ........     34
15. WARRANTIES ..........................................................     34
16. INDEMNITY, LIABILITY AND REMEDIES ...................................     35
17. INSURANCE ...........................................................     36
18. TITLE AND RISK ......................................................     37
19. INTELLECTUAL PROPERTY RIGHTS ........................................     37



                                                                        Page 115




                                                                           
20. INFORMATION SYSTEMS .................................................     42
    Existing Link Network Arrangements ..................................     44
    New Link Network Arrangements .......................................     45
    Link Network obligations after the SITA Date ........................     46
    Liability Regarding the Link Network ................................     46
21. DATA PROTECTION AND DATA SECURITY ...................................     47
22. DATA SECURITY MEASURES ..............................................     51
23. CHANGE PROCEDURE ....................................................     51
24. SUB-CONTRACTING OF SERVICES .........................................     52
25. CONTRACT MANAGEMENT .................................................     53
26. DISPUTE RESOLUTION ..................................................     53
27. STAFF AND SECURITY ..................................................     55
    Recruitment .........................................................     57
    BA Security Regulations .............................................     57
28. ACCESS AND RECORDS ..................................................     58
29. TRAINING ............................................................     60
30. TAKE BACK RIGHTS ....................................................     60
    Transfer of assets/employees ........................................     62
    Indemnities .........................................................     63
    Further Assurance/Intent ............................................     64
    Company's Group .....................................................     65
31. APPLICABILITY AND APPLICATION PROCESS FOR DUTY TRAVEL ...............     65
32. PARENT COMPANY GUARANTEE ............................................     65
33. CONFIDENTIALITY .....................................................     66
34. FORCE MAJEURE .......................................................     67
35. TAXATION ............................................................     68
36. SOLICITATION ........................................................     68
37. ASSIGNMENT ..........................................................     69
38. LAW AND JURISDICTION ................................................     69
39. FURTHER ASSURANCES ..................................................     69
40. WAIVER ..............................................................     70
41. WHOLE AGREEMENT .....................................................     70
42. AGENCY OR PARTNERSHIP ...............................................     70
43. COUNTERPARTS ........................................................     70
44. COSTS ...............................................................     71
45. PUBLICITY ...........................................................     71



                                                                        Page 116




                                                                         
46. INVALIDITY ..........................................................     71
47. NOTICES .............................................................     71
SCHEDULE 1 STANDARD TERMS FOR SUPPLY OF SERVICES [SLA template to be
   completed for any Service supplied to BA after the Commencement Date &
   incorporated into a Change Order] ....................................     74
SCHEDULE 2 CHANGE ORDER FORM ............................................     82
SCHEDULE 3 ..............................................................     83
   PART A PERFORMANCE ASSESSMENT REPORT .................................     83
   PART B ...............................................................     88
SCHEDULE 4 DUTY TRAVEL REQUEST PRO-FORMA AGREEMENT NUMBER S.W ...........     94
SCHEDULE 5 TRAVEL AND EXPENSE POLICY ....................................     97
SCHEDULE 6 DISASTER RECOVERY PLAN .......................................     98
SCHEDULE 7 DATA SECURITY MEASURES .......................................     99
SCHEDULE 8 CHILDWORKING POLICY ..........................................    101
SCHEDULE 9 STANDARD HARDWARE AND STANDARD SOFTWARE ......................    102
SCHEDULE 10 EXISTING SERVICES ...........................................    103
SCHEDULE 11 SERVICE CREDITS AND SERVICE BONUSES PRINCIPLES ..............    104
SCHEDULE 12 PURCHASE ORDER ..............................................    106
SCHEDULE 13 DISENGAGEMENT PLAN PRINCIPLES ...............................    107
   1. Content of Disengagement Plan .....................................    107
   2. Disengagement Assistance ..........................................    107
   3. Other rights and obligations ......................................    109
   4. Protection of WNS Intellectual Proprietary Items ..................    109
APPENDIX A DATA PROTECTION ..............................................    111



                                                                        Page 117



THIS AGREEMENT is made on 21 May 2002 between:

(1)  BRITISH AIRWAYS PLC (Registered No. 1777777) whose registered office is at
     Waterside, PO Box 365, Harmondsworth, West Drayton, Middlesex UB7 0GB,
     United Kingdom (BA);

(2)  WNS (UK) LIMITED (Registered No. 4365217) whose registered office is at
     Almack House, 28 King Street, St James's, London, SW1Y 6QW (WNS);

(3)  WNS (HOLDINGS) LIMITED, a company incorporated in Jersey (Registered No.
     82262) and having its registered office at 22 Grenville Street, St Helier,
     Jersey JE4 8PX (the GUARANTOR).

WHEREAS

(A) WNS India currently provides a range of services to BA and its affiliates
relating to the provision of outsourced business processing services.

(B) The parties have agreed to enter into this Agreement whereby WNS will
provide the services described in this Agreement to BA and its affiliates in
accordance with the terms herein.

(C) BA intends to work together with WNS to grow WNS' business and is targeting
cumulative revenues over the Term of up to L67,000,000. WNS is committed to
providing high quality, value for money business processing services to meet
BA's needs.

(D) This Agreement will supersede all other arrangements between members of the
WNS Group and members of the BA Group.

(E) This Agreement is also intended to establish a framework agreement and sets
out the terms and conditions upon which BA may procure further services from
WNS.

(F) The consideration charged pursuant to this Agreement is in respect of data
processing and other IT enabled services (including without limitation, back
office operations and revenue accounting).

(G) The Guarantor is a party to this Agreement solely for the purpose of giving
the guarantee set out in Clause 32.

IT IS AGREED:

1.   INTERPRETATION

1.1 In this Agreement, except where the context otherwise requires, the
following terms shall have the following meanings:

ACCOUNTING RECORDS has the meaning given to it in Clause 28.5(a);

ADDITIONAL HARDWARE means the hardware specified as such in any SLA;


                                                                          Page 1



ADDITIONAL SERVICES means any Service other than an Existing Service;

ADDITIONAL SOFTWARE means the software specified as such in any SLA;

AFFILIATE means, in relation to an undertaking (the HOLDING UNDERTAKING), any
other undertaking in which the Holding Undertaking (or persons acting on its or
their behalf) for the time being directly or indirectly holds or controls
either:

(a)  a majority of the voting rights exercisable at general meetings of the
     members of that undertaking on all, or substantially all, matters; or

(b)  the right to appoint or remove directors having a majority of the voting
     rights exercisable at meetings of the board of directors of that
     undertaking on all, or substantially all, matters,

and any undertaking which is an Affiliate of another undertaking shall also be
an Affiliate of any further undertaking of which that other is an Affiliate.

AGREEMENT means this Agreement, including any Schedules and Appendices to this
Agreement and the SLAs;

ALLIANCE PARTNER means any carrier in the ONEworld Alliance and any other
partner as notified by BA as being an alliance partner of BA;

APPLICABLE RATE means the rate quoted by Barclays Bank plc as its UK base rate
from time to time plus two (2) per cent. per annum;

BA CONTRACT MANAGER means any employee(s), officer(s) or agent(s) of BA who is
designated by BA from time to time, and of whom WNS has been notified in
writing, as being responsible for monitoring the overall performance of the
applicable Service(s) on behalf of BA, being WNS' principal point of contact at
BA for material matters arising out of, or in connection with, this Agreement or
a particular SLA;

BA EMPLOYEES means any employees or agency workers of any member of the BA Group
or the agents or contractors of any such member assigned to the performance of
BA's obligations under this Agreement;

BA FRANCHISEE means any airline with which BA maintains from time to time a
franchisee agreement permitting such airline to operate air services for its own
account with its own aircraft in BA's livery and generally to BA's standards;

BA GROUP means BA and its Affiliates from time to time;

BA MATERIALS means any material (including any software) and any manuals
(including any processes described therein) supplied by or on behalf of BA to
WNS in respect of a Service or any other service that may have been provided by
WNS or WNS India to BA prior to the date of this Agreement;

BA PREMISES means any premises occupied and used by BA in relation to any
Service;


                                                                          Page 2



BA REVENUE COMMITMENT means the revenue payable by BA in respect of the Services
as set out in Clause 10.1;

BA SENIOR MANAGER means any employee(s), officer(s) or agent(s) of BA who is
(are) designated in the applicable SLA or by BA from time, and of whom WNS has
been notified in writing as being the BA SENIOR MANAGER;

BA SLA MANAGER means any employee(s), officer(s) or agent(s) of BA who is (are)
designated in the applicable SLA or by BA from time, and of whom WNS has been
notified in writing, as being responsible for managing the relationship on a day
to day basis between BA and WNS in relation to the relevant SLA;

BA SYSTEMS means, in relation to a Service, the IT Systems owned, or controlled
by or licensed to BA or a member of the BA Group specified as such in the
relevant SLA in relation to that Service or, where no such systems are
specified, the IT Systems owned or controlled by or licensed to BA or a member
of the BA Group the use of which by WNS (or a Permitted Contractor) is necessary
in order to allow WNS to provide the Service or allow BA to receive the Service,
and prior to the SITA Date, BA SYSTEMS will be deemed to include the Link
Network;

BUSINESS DAY means any day falling within Monday to Friday inclusive, on which
commercial banks are open for business in the City of London or as expressly
stated otherwise in a SLA in reference to a particular Service;

BUSINESS PROCESSING SERVICE means the provision of business processes which
involve the creation, capture, analysis, manipulation or processing of
information and/or data through whatever medium, but shall exclude call centres,
IT development services and systems testing, other than any systems testing that
WNS or WNS India provides to BA immediately prior to the Effective Date. For the
avoidance of doubt, Emergency Services are excluded from this definition as set
out in Clause 4.4;

CHANGE has the meaning given to it in Clause 23.1;

CHANGE ORDER means a written statement recording the parties' agreement to
implement a Change and/or amend this Agreement as determined pursuant to Clause
23, and in the form set out in Schedule 2;

CHANGE PROCEDURE means the procedure under Clause 23 for identifying, proposing,
discussing, evaluating, agreeing and implementing a Change;

CHARGES means the fees to be charged for the Services as determined pursuant to
Clause 9.1;

COMMENCEMENT DATE means the date of this Agreement;

COMMERCIAL STEERING GROUP shall have the same meaning as it does in Clause 6.7;

COMMERCIAL REPORT means a report which summarises each progress report provided
to BA under Clause 6.9;


                                                                          Page 3



CONFIDENTIAL INFORMATION has the meaning given to it in Clause 33;

CONSENTS means all third party or regulatory approvals, consents, licences,
certifications, permissions and authorisations from time to time necessary for
the provision of the Services by WNS or necessary for the satisfaction by WNS of
their other obligations under this Agreement but shall not include any such
consents required under the Data Protection Act;

CONTRACT OF EMPLOYMENT and COLLECTIVE AGREEMENT shall have the same meanings
respectively as in the Transfer Regulations;

CONTROL has the meaning given to it in section 840 Income and Corporation Taxes
Act 1988 and UNDER COMMON CONTROL, CONTROLLED BY and CONTROLLING shall be
construed accordingly;

COPY INVOICE ADDRESS is the copy invoice address listed in part of a SLA
relating to an applicable Service;

CURRENCY means Pounds Sterling or such other currency as may replace it;

DATA means any data held by BA which is transferred or disclosed by or on behalf
of BA under this Agreement and any data which is obtained or collected, used or
processed on behalf of BA under this Agreement;

DATABASE means the database(s) set up, maintained, retained, updated and
administered by WNS consisting of the Data transferred, collected by or stored
by WNS pursuant to this Agreement;

DATA PROTECTION ACT means the UK Data Protection Act 1998 as amended from time
to time and any orders and regulations made thereunder;

DATA SECURITY MEASURES means the measures set out in Schedule 7;

DATA SUBJECT means a natural person which can be identified, directly or
indirectly, in particular by reference to an identification number or to one or
more factors specific to its identity;

DELIVERABLE means any report, document, data or other material that is generated
in the course of providing a Service and is to be provided to BA as part of that
Service;

DESIGNEE means a third party designated by BA, as being entitled to the
Disengagement Assistance;

DESK UTILISATION RATE means the average number of WNS Employees working from a
single workstation during a 24 hour period;

DISASTER RECOVERY PLAN means the business continuity and disaster recovery plan
set out in Schedule 6;

DISENGAGEMENT means the transfer of responsibility for provision of any or all
of the Terminated Services;


                                                                          Page 4



DISENGAGEMENT ASSISTANCE means the assistance with Disengagement that WNS must
provide to BA (or to a Designee) during the Disengagement Period more
particularly described in Clause 14.6 and the relevant Disengagement Plan;

DISENGAGEMENT PERIOD means the period during which Disengagement occurs,
commencing on the date on which a termination notice is given by either party
pursuant to this Agreement or, where a Service is to expire, 3 months prior to
that expiration, and continues until the activities specified in the
Disengagement Plan are completed;

DISENGAGEMENT PLAN means the plan to be developed, provided and updated in
respect of each Service in accordance with Clause 14.1;

DISPUTE RESOLUTION PROCEDURE means the dispute resolution procedure set out in
Clause 26 and Dispute Resolution shall be construed accordingly;

DOCUMENTATION means documentation and material in any form or media, generated
in the course of providing a Service, including paper documentation,
specifications, letters, correspondence, notes, memos, computer software and
programmes, electronically stored documentation, digital and magnetic media,
laser, compact and floppy discs, video audio-visual works, film, microfilm,
video, recordings, process manuals, slides, photographs, drawings, sketches,
tables, plans, reports, studies, databases, models, prototypes, items, articles,
products, material and any other similar works, documentation and material in
permanent or semi permanent form, but excluding in every case any WNS Materials;

EFFECTIVE DATE means the date at the head of this Agreement;

EQUIPMENT means any equipment, goods and materials, hardware, software and
telecommunications infrastructure, but excluding BA Systems;

EXCESS USE has the meaning given to it in Clause 20.15;

EXCLUSIVITY PERIOD shall have the meaning given to it in Clause 7.1;

EXISTING INDIAN SUPPLIERS means third party suppliers with whom the BA Group has
existing agreements for the performance of services in India as at the Effective
Date which, but for the provisions of Clause 7.5, would fall within the
provisions of Clause 7.1;

EXISTING SERVICES means the services which are provided by the WNS Group to
members of the BA Group immediately prior to the Effective Date as set out in
the Existing SLAs and listed in Schedule 10;

EXISTING SLAS means service level agreements between BA and WNS in respect of
the Existing Services;

EXPENSES means the expenses referred to in Clause 9.9 and Clause 9.10 of this
Agreement;


                                                                          Page 5



REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.

EXPERT has the meaning given to it in Clause 26.1;

EXPERT'S DECISION has the meaning given to it in Clause 26.4;

FAIR TAKE BACK PRICE means the fair market value of the Take Back Business;

FIXED MANPOWER EQUIVALENT PER ANNUM or FIXED MPE PER ANNUM means the rate of
****** charged for each WNS Employee per Year engaged in the performance of the
Services unless otherwise agreed between the parties or adjusted in accordance
with Clause 9.4 and Clause 23 of this Agreement. MPE shall be deemed to include
costs of Standard Hardware and Standard Software as more specifically detailed
in Schedule 9;

FIXED PERIOD means the period of 30 months from the Effective Date;

FORCE MAJEURE means in relation to BA or WNS an event which is beyond the
reasonable control of the party liable to effect performance and shall include
acts of God, war, natural disasters, hostilities, riot, explosion, sabotage,
acts of terrorism, riot or civil commotion (but excluding strike, lock-out or
other industrial disputes) compliance with governmental laws or Regulations,
provided that:

     (i)  neither lack of funds nor a default or misconduct by any third party
          employed or engaged as an agent or independent contractor by the party
          claiming Force Majeure, as the case may be, shall be interpreted as a
          cause beyond the reasonable control of that party unless caused by
          events or circumstances which are themselves Force Majeure; and

     (ii) mere shortage of materials, equipment or supplies shall not constitute
          Force Majeure unless caused by events or circumstances which are
          themselves Force Majeure;

GROUP means, in relation to BA, the BA Group and, in relation to WNS, the WNS
Group;

INITIAL TERM means, subject to Clause 2, the period of five years from the
Effective Date of this Agreement;

INTELLECTUAL PROPERTY RIGHTS shall mean patents, utility models and rights in
inventions, trade marks, service marks, logos, get-up, trade names, Internet
domain names, rights in designs, copyright (including rights in computer
software) and moral rights, database rights, semi-conductor topography rights,
rights in know-how and confidential information, business methods and processes
and all other intellectual property rights, in each case whether registered or
unregistered and including applications for registration, and all rights or
forms of protection having equivalent or similar effect anywhere in the world;

INVESTMENT AGREEMENT means the investment agreement entered into on or about the
date of this Agreement between Warburg Pincus Private Equity VIII, L.P., Warburg
Pincus International Partners, L.P., Warburg Pincus Netherlands International


                                                                          Page 6



REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.

Partners I, C.V., Warburg Pincus Netherlands International Partners II, C.V.,
BA, the Guarantor and WNS (Mauritius) Limited;

INVOICE ADDRESS means the invoice address detailed in Clause 11.1;

IT SYSTEMS means information and communications technologies, including
hardware, proprietary and third party software, networks, peripherals and
associated documentation and databases;

KEY PERSONNEL means the WNS Contract Manager and other WNS Employees identified
as Key Personnel in the respective SLAs;

LINK NETWORK means the communications network between BA and WNS India presently
maintained by SITA or any similar network, providing telecommunications, data
and other communication links and access to any part of the BA System, or such
other communications network as the parties may agree to replace the present
Link Network after the SITA Date;

LINK NETWORK OPTION and LINK NETWORK OPTION NOTICE shall have the meaning given
to them in Clause 20.21;

LOSSES means all claims, demands, losses, damages, liabilities, costs and
expenses (including without limitation reasonably and properly incurred legal
and other professional adviser's fees on a full indemnity basis) arising
directly including direct loss of profit but excluding any indirect loss of
profit and any other indirect or consequential loss of any kind;

NECESSARY PARAMETERS has the meaning given to it in Clause 20.17;

NEW CONTRACT means the contract to be entered into between WNS and SITA after
the SITA Date, relating to the provision of the Link Network by SITA to WNS;

NEW SERVICE means a Business Processing Service but which is not a WNS Group
Service;

NEW SLA means an SLA entered into by a Relevant Contracting Party and WNS for an
Additional Service;

NORMAL CLEARANCE RATE means the rate detailed in each SLA specifying the agreed
volume of transactions in a specific time period;

OVERTIME RATE means the rate of ***** *** **** which shall remain fixed for the
Fixed Period and may vary thereafter in accordance with Clause 9.4;

PARTIES means BA and WNS;

PERFORMANCE ASSESSMENT has the meaning given to it in Clause 12.7;

PERFORMANCE ASSESSMENT REPORT means the progress report to be submitted in
accordance with Clause 6.8 and as is more clearly detailed in Schedule 3;


                                                                          Page 7



PERMITTED ADVISER means a third party professional adviser;

PERMITTED CONTRACTOR has the meaning given to it in accordance with Clause 24;

PERSONAL DATA means any Data which consists of information relating to a Data
Subject;

PREVAILING MARKET STANDARDS means prevailing market standards in India for the
relevant service as determined by the Expert, (which shall, for these purposes,
be engaged in the consultancy arm of one of PricewaterhouseCoopers, KPMG, Arthur
Andersen, Ernst & Young and Deloitte & Touche or any successor firm of any of
the foregoing in the UK that does not have and has not stated an intention to
have an outsourcing capability that does or is expected to compete with the WNS
Group Services either in India or elsewhere) taking into account the market
standard price (save that, during the Fixed Period, the market standard price
shall be assumed by the Expert to be Fixed MPE Per Annum in respect of any
service which is the same or similar to a Service other than one not provided at
Fixed MPE Per Annum), number of MPE per annum, quality and time required for the
relevant service provided that in establishing such Prevailing Market Standards
the Expert shall not contact third parties regarding the contract in question or
a similar contract;

PROCESSING means obtaining, recording or holding Personal Data or carrying out
any operation or set of operations on Personal Data (whether or not by automatic
means) including organisation, adaptation, alteration, retrieval, consultation,
use, disclosure by transmission, dissemination or otherwise making available,
alignment, combination, blocking, erasure or destruction and PROCESSED and
PROCESS shall be construed accordingly;

PURCHASE ORDER means a BA purchase order issued in relation to this Agreement in
the format set out in Schedule 12;

PURCHASE ORDER NUMBER means the unique number quoted on the relevant Purchase
Order;

QUARTER means each consecutive period of three months commencing on the
Effective Date until the end of the Run Off Period;

RECOVERY PLAN has the meaning given to it in Clause 12.15;

RECOVERY PROCEDURE is the procedure set out in Clauses 12.14 and 12.15;

REGULATIONS means all laws and legislation of any applicable jurisdiction
(including health and safety requirements) and any other obligations issued by
any Regulatory Authority other than any laws, legislation and obligations that
apply to data protection from time to time which are applicable to the Services
as the same may be modified or amended during the term of this Agreement;

REGULATORY AUTHORITIES means all relevant government, statutory or regulatory
bodies, police, customs or airport authorities in any applicable jurisdiction or
any other competent authority or entity having responsibility for the regulation
or governance of


                                                                          Page 8



the Services other than any other authority or entity having responsibility for
the regulation or governance of data protection;

RELEVANT CONTRACTING PARTY shall have the meaning given to it in Clause 7.1;

REMAINING REVENUE PAYABLE means, in respect of each Quarter during the Run Off
Period, the revenue payable by BA in respect of the Services as set out in
Clause 10.5;

RESTRICTED PERSONS means any of the following:

(a)  any person being an airline which operates scheduled services, as that term
     is used by the Civil Aviation Authority from time to time;

(b)  Affiliate of the above;

(c)  any person (or a nominee thereof) (other than an investment manager who is
     authorised to carry on a regulated activity in the United Kingdom under the
     Financial Services and Markets Act 2000 or investment managers in the
     United States, Europe or India) who is interested in 25 per cent, or more
     of the share capital or voting rights of any of the foregoing;

(d)  any person in accordance with whose instructions or directions any of the
     foregoing are accustomed to act; or

(e)  any person who carries on, or franchisee of any third party which carry on,
     business under the name of any of the aforegoing or any name incorporating
     that name; or

(f)  any person who is involved in a material commercial or legal dispute with
     BA;

RUN OFF PERIOD means the period of 9 months after the Fixed Period;

SALES TAX means a tax imposed by legislation of any jurisdiction on suppliers of
goods or services which has the nature of, but not limited to, goods and
services tax, sales tax or value added tax, including for the avoidance of doubt
any service tax payable in accordance with Indian law;

SERVICE means any service provided under this Agreement and an SLA;

SERVICES means the Existing Services, Emergency Services, any services provided
pursuant to the Disengagement Plan and services provided under New SLAs;

SERVICE BONUS means service bonuses which may be claimable by WNS in accordance
with the provisions of an SLA;

SERVICE CREDITS mean service credits which may be claimable by BA in accordance
with the provisions of an SLA;

SERVICE LEVELS means the levels at which the Services are to be provided by WNS
to BA, as set out in Clause 3 and the relevant SLA (as such SLAs may be varied
from time to time in accordance with the Change Procedure);


                                                                          Page 9



SHORTFALL shall have the meaning given to it in Clause 10.7;

SHORTFALL YEAR shall have the meaning given to it in Clause 10.7;

SITA means (as the context may require) the organisation known as Societe
Internationale de Telecommunications Aeronautiques currently providing the Link
Network as at the Commencement Date or, after the SITA Date, such other party as
may replace SITA as the party maintaining the Link Network;

SITA CONTRACT means the contract existing at the date of this Agreement between
SITA and BA relating to the provision of the Link Network by SITA to BA;

SITA DATE means the date that SITA and WNS enter into the New Contract;

SLAS means Existing SLAs and New SLAs;

STANDARD HARDWARE means the hardware set out in Schedule 9;

STANDARD SOFTWARE means the software set out in Schedule 9;

TAKE BACK BUSINESS means all the assets (tangible or intangible), contracts,
employees, licences and property rights and all other assets and rights
whatsoever which are used by WNS or members of the WNS Group as at the Take Back
Date exclusively and directly in the provision by WNS of the Services under this
Agreement but excluding, for the avoidance of doubt, the Intellectual Property
Rights which will be dealt with in accordance with Clause 19;

TAKE BACK DATE shall have the meaning given to it in Clause 30.10;

TAKE BACK EMPLOYEES means the employees of WNS or the WNS Group who are solely
and exclusively employed in the provision of the Services on the Take Back Date;

TAKE BACK NOTICE shall have the meaning given to it in Clause 30.3;

TAKE BACK RIGHT shall have the meaning given to it in Clause 30.1;

TRANSITIONAL SERVICES AGREEMENTS means the services to be provided by BA to the
WNS Group, in relation to:

(a)  payroll;

(b)  information technology equipment and support;

(c)  staff travel benefits; and

(d)  the property on 5th Floor, Block C, Cranebank Training Centre, Heathrow,
     Middlesex,

in accordance with the terms of the Transitional Services Agreements;


                                                                         Page 10



TERM means the period of time between the Effective Date and the termination or
expiry of this Agreement;

TERMINATED SERVICES means those Services that expire or are terminated in
accordance with the provisions of this Agreement or a relevant SLA, as more
particularly described in Clause 14.3;

TERMS AND CONDITIONS means this Agreement excluding its Schedules and Appendices
and SLAs;

THIRD PARTY ITEMS means all or any of the goods or services to be produced,
performed or provided on behalf of WNS by third parties for supply to BA in
relation to this Agreement;

TOTAL REVENUE PAYABLE means the revenue paid or payable each Year by the BA
Group in respect of the Services including for the avoidance of doubt, any
amount to be included in the Total Revenue Payable in accordance with Clauses
10.10 and 10.11. The Total Revenue Payable shall include Expenses but shall
exclude revenue payable under the New Contract, Sales Tax, any capital or
network costs and any Service Credits or Service Bonuses.

TRANSFER DATE means any date on which WNS ceases to provide Services (or any
part thereof) under this Agreement;

TRANSFER REGULATIONS means the Transfer of Undertakings (Protection of
Employment) Regulations 1981;

UK WAGES INDEX means the index issued by Oxford Economic Forecast (OEF)
published quarterly which shall be measured by reference to the preceding 12
months measured January to December;

UNIT means the unit of output set out in the relevant SLA;

UTP PRICING means the fixed rate charged per Unit in the provision of a Service
by WNS to BA as agreed between the parties in an SLA or pursuant to an amended
Purchaser Order to a SLA;

WNS CONTRACT MANAGER means any employee(s), officer(s) or agent(s) of WNS who is
designated by WNS from time to time, and of whom BA has been notified in
writing, as being responsible for monitoring the overall performance for the
applicable Service(s) on behalf of WNS and being BA's principal point of contact
at WNS for material matters arising out of or in connection with this Agreement
or a particular SLA;

WNS EMPLOYEES means any employees or agency workers of any member of the WNS
Group or Permitted Contractors assigned to the performance of WNS' obligations
under this Agreement;

WNS GROUP means the Guarantor and its Affiliates from time to time;


                                                                         Page 11



WNS GROUP SERVICES means the Existing Services, the Additional Services and any
services which are the same or substantially similar to any of the foregoing
services but shall exclude IT development services and systems testing, other
than any systems testing that WNS or WNS India provides to BA immediately prior
to the Effective Date. For the avoidance of doubt, Emergency Services are
excluded from this definition as set out in Clause 4.4 and as at the Effective
Date, call centres are not considered to be an Existing Service;

WNS INDIA means World Network Services (PTE) Limited (Registered Number
11-100196) whose registered office is at Pirojshahnagar, Eastern Express
Highway, Vikhroli (E), Bombay 400 079, Maharashtra, India;

WNS MANUAL means, in respect of a Service and its corresponding SLA or any other
service that may have been provided by WNS or WNS India to BA prior to the date
of this Agreement, either of the documents produced by WNS or WNS India pursuant
to its ISO accreditation requirements and known as the "Work Procedures Manual"
and the "Departmental Procedural Manual", and WNS MANUALS shall mean one of each
of those documents in respect of that Service;

WNS MATERIAL means all WNS Manuals and any electronic spreadsheet, computer
program or other item that incorporates or embodies any underlying concept,
business method, system or know-how created by or on behalf of WNS or WNS India
in the provision of a Service or any other service that may have been provided
by WNS or WNS India to BA;

WNS' PREMISES means any premises occupied and used by WNS in the provision of
any Service;

WNS SENIOR MANAGER means any employee(s), officer(s) or agent(s) of WNS who is
(are) designated in the applicable SLA or by WNS from time, and of whom WNS has
been notified in writing as being the WNS Senior Manager;

WNS SLA MANAGER means any employee(s), officer(s) or agent(s) of WNS who is
(are) designated in the applicable SLA or by WNS from time to time, and of whom
BA has been notified in writing as being responsible for managing the
relationship on a day to day basis between BA and WNS in relation to the
relevant SLA;

WNS SYSTEMS means, in relation to a Service, the IT Systems owned, or controlled
by or licensed to WNS or a member of the WNS Group specified as such in the
relevant SLA in relation to that Service, or, where no such systems are
specified, the IT Systems owned or controlled by or licensed to WNS, the use of
which by BA (or a member of the BA Group) is necessary in order to allow WNS to
provide the Service or allow BA to receive the Service, and from the SITA Date
WNS SYSTEMS will be deemed to include the Link Network;

WNS UK BUSINESS CONTRACTS means, for the purposes of this Agreement, the
agreement with Air Jamaica dated on or around September 2001 and the agreement
with Royal Brunei dated on or around October 2001 as more particularly described
in Schedule 5A to the Investment Agreement;


                                                                         Page 12



YEAR means a period of twelve months commencing on the Effective Date and on
each successive anniversary of such date and ending on the day before each
successive anniversary of such date save that the parties agree that the first
Year shall be the period from the Effective Date to 31 March 2003; and

1.2 The Interpretation Act 1978 shall apply to this Agreement in the same way as
it applies to an enactment.

1.3 The Schedules, SLAs and Appendix shall form part of this Agreement.

1.4 Any references in this Agreement to Clauses or Schedules or Appendices are
to clauses of, or schedules and appendices to, this Agreement.

1.5 Headings shall be ignored in construing this Agreement.

1.6 References to a statute or statutory provision includes that provision as
from time to time modified or re-enacted or consolidated whether before or after
the date of this Agreement and any subordinate legislation made under it.

1.7 Unless the context otherwise requires, words imparting the singular shall
include the plural and vice versa and reference to any masculine, feminine or
neuter gender shall include the other genders.

1.8 Words imparting individuals or persons shall include bodies corporate
(wherever incorporated), firms, unincorporated bodies of persons and
partnerships.

1.9 Any reference to an employee of BA or WNS who is identified by means of
their job title rather than their name will be deemed to be a reference to the
person who holds such job title from time to time or (if there is no such person
holding such job title) to the person who is responsible for carrying out
substantially the same functions from time to time as the person who holds such
title at the date of this Agreement.

1.10 For the avoidance of doubt any contractual terms on WNS' quotes, a Purchase
Order, WNS' acknowledgement orders, and other documentation (other than the
SLAs) shall not apply to this Agreement or the provision of the Services.

1.11 References to any English legal term or concept (including without
limitation those for any action, remedy, method of judicial pleading, legal
document, legal status, governmental authority or agency or statute) shall in
respect of any jurisdiction other than England, be deemed to include what most
nearly approximates in that jurisdiction to the English legal term.

1.12 The words and phrases "other", "including" and "in particular" shall not
limit the generality of any preceding words or be construed as being limited to
the same class as any preceding words where a wider construction is possible.

1.13 All references to WORKING DAYS in the SLAs shall be deemed to be references
to any day of the week, unless stated otherwise in the respective SLAs,
Schedules or Appendices.


                                                                         Page 13



1.14 All time references in the SLAs are UK times unless stated otherwise in the
respective SLAs.

1.15 Where there are references in the Terms and Conditions to details in SLAs,
and the envisaged details are not included in the relevant SLAs (including
without limitation details of representatives of either party) then these
details will be agreed between the parties.

1.16 If there is conflict between these Terms and Conditions and an SLA or
Appendix then these Terms and Conditions shall prevail. If there is any conflict
between an SLA and a WNS Manual or manual supplied by BA, the SLA shall prevail.

2.   COMMENCEMENT AND DURATION

2.1 This Agreement shall be effective from the Effective Date and shall continue
in force until the end of the Initial Term unless terminated earlier in
accordance with Clauses 13.1 or 13.3.

2.2 Without limitation to Clause 3.3, notwithstanding the provisions of any
Existing SLA, the term of each Existing SLA shall be deemed to be three Years
and three months from the Effective Date or any extension thereof subject always
to the provisions of Clause 13. All SLAs shall terminate on termination or
expiry of this Agreement.

3.   OBLIGATIONS OF THE PARTIES

PROVISION OF THE SERVICES

3.1 BA appoints WNS to provide the Services to BA and to the BA Group and WNS
accepts such appointment and agrees to provide the Services with effect from the
Effective Date on and subject to the terms of this Agreement and the terms of
the relevant SLA.

3.2 The standard for the provision of the Services during the Term shall be in
accordance with the Service Levels as specified in the relevant SLA and this
Agreement. In addition WNS shall provide the Services in a good safe
professional and workmanlike manner.

3.3 To the extent that any Existing SLAs do not have associated written Service
Levels or any of the other terms required which shall include at BA's option all
the provisions detailed in Schedule 1, the relevant SLA Managers shall enter
into good faith negotiations to agree such terms as soon as reasonably
practicable but in any event within 6 months from the Effective Date and shall
be implemented in accordance with the Change Procedure.

3.4 All the SLAs in place from time to time shall continue unless and until
revised SLAs are agreed in accordance with the Change Procedure or they are
terminated in accordance with this Agreement. Any Change to a Service or Service
Level shall become part of the relevant SLA as if set out therein. For the
avoidance of doubt, if


                                                                         Page 14



the BA and WNS SLA Managers are unable to agree a revised Service and or Service
Levels for any period then the current Service and or Service Levels as agreed
shall continue to apply and the parties will use the Dispute Resolution
Procedure to resolve the issue.

3.5 WNS shall provide the Services and perform its other obligations under this
Agreement in compliance with, and shall ensure that all premises, Equipment and
vehicles used in the provision of the Services or the performance of such
obligations comply with, all relevant Regulations. WNS shall maintain such
records as are necessary to demonstrate such compliance and, if and to the
extent it is reasonably able to do so, shall as soon as reasonably practicable
on request make them available for inspection by any relevant Regulatory
Authority as is entitled to inspect them.

3.6 WNS shall advise BA of cases where BA must provide any relevant Regulatory
Authority with evidence of compliance and shall (if and to the extent that WNS
is reasonably able to do so) provide BA with the required evidence in good time
to enable BA to meet its obligations.

3.7 WNS shall ensure that it obtains and maintains and complies in all material
respects with the provisions of all Consents relevant to the provision by it of
the Services or the performance of its other obligations under this Agreement
save that, if any such consent has not been obtained or maintained or complied
with by WNS in the provision of any of the Services prior to the Effective Date,
WNS shall not, without prejudice to any of WNS' other obligations under this
Agreement, be in breach of this Clause 3.7 for a period of 6 months after the
Effective Date to the extent that it conducts itself during that period in the
manner it did prior to the Effective Date provided that, during such period, WNS
has used reasonable endeavours to obtain such Consents as soon as reasonably
practicable.

3.8 For the period of this Agreement and in accordance with Clause 37.2, all
members of the BA Group shall be entitled to benefit from the provisions of this
Agreement.

3.9 Each party shall comply with the applicable provisions of each relevant SLA
and shall procure that each member of the BA Group or the WNS Group, as
applicable, shall comply with the applicable provisions of this Agreement and
each relevant SLA.

4.   PURCHASE ORDERS AND EMERGENCY SERVICES

EXISTING SLAS

4.1 In relation to Existing SLAs, BA shall submit Purchase Orders to WNS within
10 Business Days of the Effective Date and such Purchase Orders shall be valid
for a period of up to 6 (six) months from the Effective Date. The relevant
Purchase Order will describe the nature of the Services to be provided, the time
period for the performance of those Services, the charging basis and either
attach or make reference to the relevant SLA and a reference to the unique SLA
number. Thereafter BA shall submit Purchase Orders for Existing SLAs for periods
which shall be agreed from time to time between BA and WNS SLA Managers. In the
event that BA does not


                                                                         Page 15



issue a new Purchase Order within 4 Business Days following the expiry of the
preceding Purchase Order and no termination notice has been served WNS reserves
the right, subject to giving the BA Contract and SLA Contract Manager(s) 1
Business Day written notice, to terminate or suspend the Service performed
pursuant to that relevant Existing SLA. Until a Purchase Order has been received
by WNS and WNS commences providing the Service, revenue payable under the
relevant SLA shall not be counted towards the calculation of the BA Revenue
Commitment under Clause 10. For the avoidance of doubt, any existing SLAs which
are amended solely in accordance with this Clause 4 will continue to be deemed
Existing SLAs for the purpose of this Agreement.

NEW SLAS

4.2 In relation to New SLAs, BA shall submit Purchase Orders to WNS within 10
Business Days of a New SLA being agreed. The relevant Purchase Order will
describe the nature of the Services to be provided, the time period for the
performance of those Services, the charging basis and either attach or make
reference to the relevant New SLA which shall include, at BA's option, all the
provisions detailed in Schedule 1. Such Purchase Orders shall also incorporate a
reference to the unique SLA number. WNS shall not commence providing an
Additional Service until a Purchase Order in relation to such Additional Service
has been received. Until a Purchase Order has been received and WNS commences
providing the Service, revenue payable under the relevant SLA shall not be
counted towards the calculation of the BA Revenue Commitment under Clause 10.

4.3 For the avoidance of doubt the above process detailed in Clauses 4.1 and 4.2
above shall not apply in respect of any commitments made by any member of the BA
Group (other than BA) in respect of New SLAs, and in such circumstances WNS and
the relevant member of the BA Group shall use reasonable endeavours to agree the
engagement process and a method and terms of payment in respect of any New SLA.

4.4 Notwithstanding the provisions of Clauses 4.1 and 4.2, both parties
acknowledge that from time to time operational requirements may arise which may
require the BA SLA Manager to request that WNS carry out a service outside of
the scope of the Service (the EMERGENCY SERVICE). In this event WNS may carry
out such Emergency Service provided always that the WNS SLA Manager receives
instructions from the BA SLA Manager in writing. In the event that the requested
Emergency Service is required by BA and that the Charges payable by BA for the
Emergency Service are less than GBP10,000 then provided always that the written
request is held on file at WNS no further action is required prior to
commencement of performance. The BA and WNS SLA Manager will discuss the action
WNS shall take if the Emergency Service is likely to exceed GBP10,000. For the
avoidance of doubt and, to the extent that they are not already WNS Group
Services, Emergency Services shall not be deemed to form part of the WNS Group
Services or New Services unless otherwise agreed between the parties.


                                                                         Page 16



5.   EMPLOYEES

5.1 WNS shall ensure that all WNS Employees are suitably skilled, qualified and
competent to provide the Services and shall ensure there are sufficient WNS
Employees to provide the Services.

5.2 BA shall ensure that all BA Employees are suitably skilled, qualified and
competent to perform the relevant obligations under this Agreement and shall
ensure there are sufficient BA Employees for such purpose.

5.3 WNS shall ensure that all WNS Employees abide in full with any BA
regulations or policies (including without limitation health and safety and
security) relevant to the Services and as specified in the relevant SLA or as
reasonably notified by BA to WNS from time to time.

5.4 BA shall ensure that all BA Employees shall abide in full with any WNS
regulations or policies (including without limitation health and safety and
security) relevant to the Services and as specified in the relevant SLA or as
reasonably notified by WNS to BA from time to time.

5.5 BA reserves the right to request the replacement at any time of any WNS
Employee (including for the avoidance of doubt any Key Personnel) or agent of
WNS providing the Services in the absolute discretion of the BA Contract
Manager.

5.6 Subject to Clause 5.7, should WNS remove any of the Key Personnel from their
current positions, WNS shall use reasonable endeavours to give the BA Contract
Manager 30 (thirty) Business Days prior written notice of its intention to
replace such personnel together with details of the proposed replacement and WNS
shall replace such Key Personnel with personnel the identity of whom shall, so
far as is reasonably practicable, have been approved by the BA Contract Manager
(such approval not to be unreasonably withheld). If the BA Contract Manager
shall not have approved such personnel by the date on which the Key Personnel
are removed from the position, WNS shall be entitled to replace such Key
Personnel with such personnel as it reasonably believes are suitably qualified
(in accordance with Clause 5.1) to perform the obligations of the relevant Key
Personnel. Such replacement shall take place within 3 days of the Key Personnel
being removed from the position or as soon as reasonably possible.

5.7 Should further Key Personnel be agreed between the parties in addition to
those identified as at the Effective Date the notice period detailed in Clause
5.6 above shall be the same as either (i) the period of notice WNS or the
relevant Key Personnel is required to give one another in the event of
termination; or (ii) 30 Business Days; whichever is the longer.

6.   GENERAL OBLIGATIONS

6.1 Subject to Clauses 24 and 37, BA may in its absolute discretion from time to
time provide WNS with such advice or assistance, subject always to obligations
of confidentiality, as WNS may reasonably request to procure the services of any
agents or sub-contractors or obtain goods and services in each case for the
provision of the


                                                                         Page 17



Services or the performance of WNS' obligations under this Agreement. WNS may,
however, reject any such advice or assistance given by BA.

6.2 WNS shall adopt a policy of continuous improvement in relation to the
Services pursuant to which the relevant WNS SLA Manager will, as part of the
regular meetings detailed in Clause 6.6, review with the BA SLA Manager the
Services and the manner in which it is providing the Services with a view to
improving the quality and efficiency of the Services. If either party identifies
any major relevant developments in technology or other processes in the relevant
industry (including all activities ancillary thereto) which may lead to
significant reductions in the net costs to WNS (both capital and operating
costs) in providing part or all of the Services as a whole over the remainder of
the relevant Term or which may improve the manner in which the Services are
provided, then the relevant BA SLA Manager and the relevant WNS SLA Manager
shall discuss the same in good faith with a view to introducing changes to the
Service(s) (including the related Charges) or Service Levels or a SLA to reflect
such developments.

COMMERCIAL HELPDESK

6.3 For a minimum period of 6 (six) months after the Effective Date, BA shall
provide at its cost, a facility (a desk and phone) for use by one WNS Employee
(which employee shall be provided at WNS' cost) to enable WNS to provide a
commercial help desk (the COMMERCIAL HELPDESK) for the purposes of answering any
general queries in relation to this Agreement, the Services, the Existing SLAs
and or any further issues as agreed between the BA Contract Manager and the WNS
Contract Manager. Such Commercial Helpdesk shall be located at Waterside. WNS
will provide at its cost sufficient WNS Employees to ensure that the above
service can be provided.

EQUIPMENT

6.4 WNS will provide all Equipment necessary for the performance by WNS of the
Services.

SLA DATABASE

6.5 WNS will, at its own cost, maintain and provide BA with electronic access to
a database (in a format reasonably acceptable to BA) of all Existing and New
SLAs whether or not they have terminated or expired.

MEETINGS

6.6 After the Effective Date, the relevant BA SLA Manager and the WNS SLA
Manager shall regularly review the relevant Service and SLA.

6.7 After the Effective Date, the BA Contract Manager and WNS Contract Manager
shall regularly review the overall management of the Services. If necessary,
other attendees may be invited from either BA or WNS to establish a working
group (the COMMERCIAL STEERING GROUP).


                                                                         Page 18



REPORTS

6.8 WNS shall provide a progress report to the BA SLA Manager in relation to
each SLA not less than once per month or as otherwise agreed and set out in the
relevant SLA. The content of such report shall be in the form and include the
information set out in Schedule 3 Part A unless otherwise agreed between the
relevant BA SLA Manager and WNS SLA Manager.

6.9 WNS shall in addition to the above provide a monthly summary report (the
COMMERCIAL REPORT) to the BA Contract Manager. The content of the report shall
be in the form and include the information set out in Schedule 3 Part B unless
otherwise agreed between the relevant BA Contract Manager and the WNS Contract
Manager.

BUSINESS CONTINUITY AND DISASTER RECOVERY

6.10 Without limitation on the obligation of WNS to provide the Services, WNS
shall use reasonable endeavours to ensure continuous performance of the
Services, by maintaining business continuity plans and disaster recovery
procedures in accordance with the Disaster Recovery Plan attached at Schedule 6.
The parties agree to review the Disaster Recovery Plan within 6 months of the
Effective Date and implement any such amendments as may be mutually agreed.

6.11 Upon the occurrence of an event that triggers the need to implement a
business continuity plan or the Disaster Recovery Plan, the parties shall work
together and co-operate in implementing such plan or the Disaster Recovery Plan.
The costs of such implementation will be borne as agreed by the parties in the
relevant plan or the Disaster Recovery Plan or, where such costs have not been
so specified, as agreed by the parties (negotiating in good faith).

7.   EXCLUSIVITY

7.1 WNS shall be the sole provider of the WNS Group Services to the BA Group
(each one a RELEVANT CONTRACTING PARTY) in India for three years from the
Effective Date (the EXCLUSIVITY PERIOD).

7.2 During the Exclusivity Period, if a Relevant Contracting Party asks WNS to
provide a written proposal in respect of WNS Group Services (WNS PROPOSAL):

(a)  the parties will enter into good faith negotiations to agree the terms of
     the New SLA (which for the purposes of this Clause 7 shall include any SLAs
     in relation to Existing Services which have terminated or expired) within
     20 Business Days from the date of the WNS Proposal. The parties will ensure
     that the New SLA will be subject to the terms of this Agreement and as a
     minimum, the Service Levels will be consistent with comparable SLAs and the
     New SLA will include the information detailed in Schedule 1 and reflect the
     format set out therein and WNS will be appointed to provide such WNS Group
     Service to the Relevant Contracting Party;

(b)  if the Relevant Contracting Party and WNS are unable to agree the terms of
     the New SLA within 20 Business Days from the date of the WNS Proposal,


                                                                         Page 19



     the matter shall be referred to an Expert in accordance with Clause 26.1(a)
     (but not the preceding provisions of Clause 26.1 and Clauses 26.2, 26.3,
     26.4 and 26.5). In addition, the following will apply:

          (i) if the Expert decides that the WNS Proposal does meet the
          Prevailing Market Standards, BA shall accept the terms of the WNS
          Proposal and WNS shall be appointed to provide the relevant WNS Group
          Service to the Relevant Contracting Party on the basis of the New SLA
          which shall contain those terms. The parties will ensure that the New
          SLA will be subject to the terms of this Agreement and, as a minimum,
          the Service Levels will be consistent with comparable SLAs and the New
          SLA will include the information detailed in Schedule 1 and reflect
          the format set out therein.

          (ii) if the Expert decides that the WNS Proposal does not meet the
          Prevailing Market Standards, WNS shall submit a further WNS proposal
          (the FURTHER WNS PROPOSAL) within 5 Business Days of such decision
          that does satisfy the Prevailing Market Standards and BA shall accept
          the terms of the Further WNS Proposal and WNS shall be appointed to
          provide the relevant WNS Group Service to the Relevant Contracting
          Party on the basis of the New SLA which shall contain such terms. The
          parties will ensure that the New SLA will be subject to the terms of
          this Agreement and, as a minimum, the Service Levels will be
          consistent with comparable SLAs and the New SLA will include the
          information detailed in Schedule 1 and reflect the format set out
          therein.

7.3 After the Exclusivity Period, if a Relevant Contracting Party requires a WNS
Group Service to be provided in India BA shall use reasonable commercial
endeavours to ensure that the Relevant Contracting Party shall, 15 Business Days
prior to informing third parties which may provide the service in India of the
requirement for such WNS Group Service or inviting proposals from other third
parties providing the service in India for the requirement for such WNS Group
Service, provide WNS with all information relating to such requirement which
would reasonably be provided to any third party and invite WNS to submit a
proposal for the provision of that service. WNS will be permitted to submit a
proposal for the provision of such WNS Group Service at any time during that 15
Business Day period or during the period within which any third party may submit
a proposal.

7.4 Under Clause 7.3 the Relevant Contracting Party shall be under no obligation
to appoint WNS as the provider of such WNS Group Services.

7.5 Notwithstanding Clauses 7.1 and 7.3, BA may retain and renew contracts or
arrangements with Existing Indian Suppliers and keep in place arrangements for
the performance of services by BA or any member of the BA Group that would
otherwise fall within the provisions of Clause7.1, provided that the scope of
the services under those contracts or arrangements will not change materially
upon renewal.

7.6 Each New SLA shall not be effective unless signed by both the BA Contract
Manager and the WNS Contract Manager.


                                                                         Page 20



7.7 During the term of this Agreement, if a Relevant Contracting Party requires
a New Service to be provided in India, BA shall use reasonable commercial
endeavours to ensure that the Relevant Contracting Party shall invite WNS to
tender for the provision of that New Service.

7.8 Under Clause 7.7, the Relevant Contracting Party shall be under no
obligation to appoint WNS as the provider of such New Services.

8.   PROCEDURAL MANUALS

8.1 Unless specified to the contrary in the relevant SLA, where a WNS Manual
exists for a Service and/or any manual has been supplied by BA in respect of
that Service, then the Service shall be performed and received in accordance
with the relevant SLA and any procedures set out in the WNS Manual and/or manual
supplied by BA. Subject to clause 8.3, the parties are also free to request any
update or change to a WNS Manual and/or manual supplied by BA. This clause 8.1
shall not have effect in respect of any WNS Manual, manual supplied by BA, or
update or change to either, however, until the content of that WNS Manual,
manual supplied by BA and/or update to either has been agreed between the
parties.

8.2 Terms contained in an SLA that are of a technical nature or are specific to
a Service under that SLA shall have the meaning given to those terms in a
relevant WNS Manual or manual supplied by BA, unless otherwise defined in the
SLA or in this Agreement.

8.3 Where either party requests a change or update to be made to a WNS Manual,
manual supplied by BA, or (in either case) the procedures set out therein, and
that change or update will have a significant impact on a relevant Service, the
change will be dealt with as a Change in accordance with the procedure set out
in Clause 23.

8.4 For the avoidance of doubt, nothing in this Clause 8 relieves either party
of its obligations under this Agreement or the relevant SLA.

9.   CHARGES

9.1 BA shall pay to WNS the Charges for the Services which shall be calculated
on the basis of either:

     (i)  Fixed MPE Per Annum; or

     (ii) UTP pricing; or

     (iii) as otherwise specified,

and as set out in the relevant SLA and Purchase Order. The Charges will be fixed
for the Fixed Period.

9.2 If the parties agree, any charges based on Fixed MPE Per Annum may be
converted to UTP pricing on the basis of the following formula:

     number of agreed Units divided by the Fixed MPE Per Annum.


                                                                         Page 21



9.3 For the avoidance of doubt any Charges for Services provided by WNS to BA
and the BA Group during the Fixed Period shall be payable in accordance with the
above from the Effective Date.

9.4 The parties agree that, for the Run Off Period the Charges may be increased
subject to agreement between the parties (and neither party shall unreasonably
withhold its agreement in respect thereof) in accordance with the following
factors:

     (i)  any increase in the UK Wages Index;

     (ii) any strengthening of the Indian Rupee against the GB L Sterling (or in
          the event of the UK adopting the Euro, the Euro);

     (iii) any reduction in the average Desk Utilisation Rate so long as the
          reduction is as a result of an action by and within the control of BA;
          or

     (iv) any change in the average skill level required to meet the terms of
          any New SLAs when compared with the average skill level required to
          meet the terms of the Existing SLAs and accepted by BA, such consent
          not to be unreasonably withheld.

After the end of the Run Off Period, the Charges may be increased by agreement
between the parties.

9.5 Any proposed increase in Charges will only take effect if WNS continues to
meet Prevailing Market Standards in relation to cost.

9.6 WNS shall notify BA of any intention to increase the Charges not less than
one month prior to the end of the Fixed Period.

9.7 Once agreed, the revised Charges will be recorded in a Change Order in
accordance with Clause 23.

9.8 If the parties cannot agree to a change to the Charges, the matter shall be
dealt with in accordance with the Dispute Resolution Procedure.

9.9 BA shall be responsible for any additional reasonable expenses properly
incurred by WNS in the provision of the Services as set out in the relevant SLA
or directly at the written request of the relevant BA SLA Manager. This shall
include but not be limited to the purchase of any Additional Hardware or
Additional Software in accordance with the applicable SLA or at the written
request of the relevant BA SLA Manager and the BA Training in accordance with
the provisions of Clause 29.

9.10 In accordance with the relevant SLA or subject to the relevant BA SLA
Manager's prior written consent WNS shall be entitled to claim for any and all
travel, accommodation and other out-of-pocket expenses reasonably and properly
incurred by WNS or its directors, officers, employees, or Permitted Contractors
from time to time in connection with the provision of the Services and BA shall,
in accordance with Clause 11, reimburse WNS for such expenses upon receipt by BA
of such evidence of the nature and payment of such expense as BA shall
reasonably require.


                                                                         Page 22



9.11 The consideration charged pursuant to this Agreement is in respect of data
processing and other IT enabled services (including without limitation, back
office operations and revenue accounting).

9.12 WNS shall be entitled to charge overtime at the Overtime Rate when agreed
in advance by the BA SLA Manager and the WNS SLA Manager.

9.13 If in relation to Services which are charged at the rate of Fixed MPE Per
Annum, the volume of work provided to WNS by BA exceeds the Normal Clearance
Rate, the WNS SLA Manager shall notify the BA SLA Manager by email within 24
hours of receiving the request from BA to process the work in accordance with
the provisions of the respective SLA without charging the Overtime Rates. BA may
in its absolute discretion, either:

(a)  authorise WNS to process the excess items by charging the Overtime Rate;

(b)  direct WNS to process the excess items as part of the subsequent month's
     quota; or

(c)  direct WNS not to process the excess items in which case WNS shall not be
     liable for any breach of its obligations to process work under the SLAs as
     a direct result of this direction.

10.  REVENUE COMMITMENT

10.1 During the Fixed Period, BA shall pay to WNS the BA Revenue Commitment for
that Year as set out below:

(a)  Year 1: GBP8,000,000;

(b)  Year 2: GBP10,000,000;

(c)  Remainder of the Fixed Period: GBP5,000,000.

10.2 For the avoidance of doubt, each Year shall be treated separately and
exclusively and neither party shall be entitled to set off amounts owed between
various Years.

10.3 If, during the Fixed Period:

(a)  BA terminates an SLA in accordance with Clause 13.4(a) without cause and on
     the grounds of notice only or Clause 13.5; and

(b)  the Total Revenue Payable by BA is less than the BA Revenue Commitment for
     the relevant Year;

BA shall ensure that it appoints WNS to provide further WNS Group Services or
New Services within one month of the date of termination of such SLA to ensure
that the BA Revenue Commitment for that Year is achieved, failure to do so
representing a failure to meet the BA Revenue Commitments.


                                                                         Page 23



10.4 If, during the Fixed Period:

(a)  BA terminates an SLA in accordance with Clause 13.4(a) (save as provided
     for in Clause 10.3(a) above) or Clause 13.4(b) or Clause13.4(c); and

(b)  the Total Revenue Payable by BA is less than the BA Revenue Commitment for
     the relevant Year,

BA shall not be required to appoint WNS to provide further WNS Group Services or
New Services, however, BA shall still be required to pay to WNS the BA Revenue
Commitment.

10.5 During the Run Off Period and without prejudice to BA's other rights under
this Agreement, including for the avoidance of doubt Clause 13.4, BA may only
serve notice to terminate SLAs in accordance with Clause 13.5 of this Agreement
if the Remaining Revenue Payable by BA remains at least:

(a)  GBP1,875,000 for the first Quarter after the Fixed Period; and

(b)  GBP1,250,000 for the second Quarter after the Fixed Period; and

(c)  GBP625,000 for the third Quarter after the Fixed Period.

10.6 After the end of the Run Off Period, BA's right to terminate SLAs in
accordance with Clause 13.5 will be unfettered.

10.7 If there is any shortfall (a SHORTFALL) between the Total Revenue Payable
and either the BA Revenue Commitment or the Remaining Revenue Payable in a
particular Year (a SHORTFALL YEAR), WNS shall invoice BA for the Shortfall at
the end of the relevant Year and the invoice shall be payable in accordance with
Clause 11.

10.8 If, at the end of a Quarter during the Fixed Period or the Run Off Period,
the Total Revenue Payable in respect of the relevant Quarter is less than the
amount which is 75% of:

(a)  for a Quarter during the first two years of the Fixed Period, 25% of the BA
     Revenue Commitment for the relevant Year; or

(b)  for a Quarter during the final six months of the Fixed Period, 50% of the
     BA Revenue Commitment for that six month period; or

(c)  for a Quarter during the Run Off Period, the Remaining Revenue Payable for
     that Quarter,

WNS shall invoice BA at the end of the relevant Quarter for the amount by which
the Total Revenue Payable is less than the relevant amount under paragraph (a),
(b) or (c) above and the invoice shall be payable in accordance with Clause 11.
Without limitation to Clause 10.2, if the aggregate of all amounts paid by BA to
WNS under this Clause 10.8 in respect of a Year during the Fixed Period or the
Run-Off Period is in excess of the Shortfall for that Year, WNS shall pay to BA
the excess.


                                                                         Page 24



10.9 If there is a dispute in relation to the Shortfall payable by BA, the
dispute shall be dealt with in accordance with Clause 26.

10.10 During the Term of this Agreement BA or any member of the BA Group may
introduce third parties, including but not limited to suppliers of BA or the BA
Group and Alliance Partners, to the services of WNS. The parties agree that
where BA has played a role in securing the business for WNS from such third
parties and an agreement has been reached by which such third party is obligated
to make revenue payments, a proportion of the total revenue payable by such
third parties during the term of such agreement (such proportion being THIRD
PARTY REVENUE) will be included as part of the Total Revenue Payable in the Year
in which such revenue is invoiced by WNS. The parties shall negotiate amicably
and in good faith with a view to agreeing the Third Party Revenue taking into
account the role played by BA or the applicable member of the BA Group.

10.11 Where WNS performs services for BA Franchisees, the total revenue payable
by such BA Franchisee during the term of such agreement will be included as part
of the Total Revenue Payable in the Year(s) in which such revenue is invoiced by
WNS.

10.12 If BA pays the Shortfall in accordance with Clause 10.7 BA shall not be in
breach of its obligations in Clauses10.1, 10.3, 10.4 and 10.5 respectively.

10.13 Without prejudice to any right of either party to make any claim against
the other party which arises prior to the date of termination, termination of
this Agreement as a whole by BA, other than as a result of BA serving notice on
WNS in accordance with Clause 13.5, shall terminate the obligation of BA to pay
any Shortfall hereunder from the date of service of such notice and there shall
be no liability on BA in respect of the same thereunder.

11.  PAYMENT

11.1 WNS shall invoice BA for the Charges or Expenses in respect of each SLA
monthly in arrears in accordance with this Clause 11. Each invoice together with
the supporting documentation as required by the relevant SLA or otherwise by BA
in writing from time to time shall be sent to:

          British Airways Plc
          Purchase Ledger Section
          Odyssey Business Park (R74)
          1st Floor Athene
          West End Road
          Ruislip
          Middlesex
          HA4 6QF

with a copy invoice to be provided to the relevant BA SLA Manager at the Copy
Invoice Address.

11.2 Each invoice submitted to BA for payment must:


                                                                         Page 25



(a)  be in writing;

(b)  quote the Purchase Order Number of the relevant SLA;

(c)  contain such other information as is legally required and as BA may
     reasonably require from time to time; and

(d)  be sent to the Invoice Address.

11.3 If a claim for reimbursement of an Expense is queried by BA within 6 months
of receipt by it of the relevant invoice, WNS shall provide a copy of the
relevant receipts to the relevant BA SLA Manager.

11.4 Subject to Clause 11.6, BA shall pay in the Currency by bank transfer to
such bank account as WNS may notify to BA in writing from time to time, or by
cheque, all invoices delivered to it in accordance with this Clause 11 on a net
monthly account basis which shall mean by the end of the calendar month
following the calendar month in which the invoice is dated. Non-payment of any
invoice by BA which has been validly submitted within 5 months of the due date
in accordance with the provisions of this Clause 11 and is not in dispute by BA
shall be deemed to be a material breach of this Agreement by BA. WNS shall have
the right to charge interest at the Applicable Rate on any such amount which has
not been paid by BA within 20 Business Days of the due date.

11.5 If any sums are due to BA from WNS, as agreed by BA and WNS or as
determined pursuant to the Dispute Resolution Procedure, whether in respect of
previous overpayments or otherwise, BA shall be entitled to set these off
against any sums owed to WNS subject to BA advising WNS of the relevant details
in advance of any such set-off.

11.6 If BA disagrees with an amount set out in an invoice for any bona fide
reason, it shall notify WNS of the reason(s) for such disagreement within 10
Business Days of receiving the invoice. Pending the resolution of any such
dispute BA shall be entitled to withhold payment of such monies which are in
dispute. The relevant BA SLA Manager and WNS SLA Manager shall negotiate
amicably and in good faith to resolve any such dispute.

11.7 If the parties cannot resolve any dispute pursuant to Clause 11.6 within 7
Business Days of BA's notification, the dispute shall be dealt with in
accordance with the Dispute Resolution Procedure.

11.8 BA or WNS shall pay the other party any amounts which are agreed or
determined, pursuant to Clause 11.4 or 11.6 (whichever is appropriate), as being
due to the other party, within 14 Business Days of the amount being agreed or
determined. The other party will issue a credit note for the balance of the
original invoice within that same 14 Business Day period.

11.9 Payment of an invoice by either party shall be without prejudice to any
claims or rights which a party may have against the other and shall not
constitute any


                                                                         Page 26



admission by BA as to the performance by WNS of its obligations under this
Agreement.

11.10 All amounts payable pursuant to this Agreement are expressed exclusive of
Sales Tax properly chargeable in accordance with applicable laws or regulations.
BA shall pay to WNS an amount equal to any Sales Tax payable directly or
indirectly by WNS at the rate for the time being properly chargeable in respect
of the Services, subject to WNS providing BA with such valid tax invoices or
other documentation as may be required by any relevant statute or regulation.

12.  ASSESSMENT OF PERFORMANCE

PERFORMANCE OF SERVICES

12.1 WNS shall comply with the Service Levels set out in the relevant SLA.

12.2 The SLAs may identify:

(a)  the criteria to be followed in assessing whether the Service Levels have
     been achieved; and

(b)  remedial procedures, where applicable, to be followed if the Service Levels
     have not been achieved, including but not limited to activation of the
     Recovery Procedure set out in Clause 12.15.

12.3 WNS shall notify the relevant BA SLA Manager, as soon as reasonably
practicable, but in any event within 24 hours, of becoming aware of any relevant
matter(s), which (i) cause, or appear to WNS to be likely to cause, a failure by
WNS to comply with the applicable Service Levels or (ii) jeopardise WNS' ability
to perform any of its other obligations under this Agreement.

12.4 Within 7 days of such notification, WNS shall provide a report to the
relevant BA SLA Manager specifying the matters requiring action (including,
where relevant, the nature of any work or alterations, their estimated duration,
details of the way in which such works or alterations may affect WNS' ability to
provide the Services and details of the alternative arrangements which WNS will
implement to ensure the performance by it of the applicable Services in
accordance with the applicable Service Levels).

12.5 Unless otherwise agreed by BA in writing, no such notification shall in any
way absolve WNS from the requirement to provide the Services in accordance with
this Agreement.

12.6 BA and WNS shall continuously monitor and assess the performance of each
Service by WNS, in accordance with the procedure set out in this Clause 12, by
reference to the individual Service Level (if any) applicable to that Service.

12.7 Where there are Service Levels relating to a Service, WNS shall implement a
continuous performance assessment of its provision of that Service with
reference to its Service Levels (PERFORMANCE ASSESSMENT) and shall prepare and
submit to the BA


                                                                         Page 27



SLA Manager at such intervals as may be agreed by BA and WNS in the relevant SLA
or otherwise a comprehensive report (PERFORMANCE ASSESSMENT REPORT) in the form
set out in Schedule 3 Part A or such other form agreed between WNS and BA.

12.8 The Performance Assessment shall record the performance of WNS with respect
to the Service Levels and shall identify, without limitation, any failures to
achieve those Service Levels.

12.9 Without prejudice to Clause 12.2, WNS' performance of each Service may also
be monitored and assessed in accordance with the relevant SLA.

12.10 BA may be entitled to claim Service Credits as more specifically detailed
in the relevant SLA if the Service Levels have not been achieved. However, BA
will not be entitled to claim such Service Credits for 9 months after the
Effective Date.

12.11 WNS may be entitled to claim Service Bonuses as more specifically detailed
in the relevant SLA if the Service Levels have been exceeded. However, WNS will
not be entitled to claim such Service Bonuses for 9 months after the Effective
Date.

12.12 For each Existing SLA and New SLA, the relevant BA SLA Manager and WNS SLA
Manager must negotiate in good faith, in accordance with Clause 3.3, the
criteria for determining Service Credits and Service Bonuses for the relevant
Service. In having this negotiation, the SLA Managers must have regards to the
principles set out in Schedule 11. The parties will use their respective
reasonable endeavours to agree, within six months of the Effective Date, Service
Credits and Service Bonuses regimes in respect of 20% of the Existing SLAs.

12.13 If the SLA Managers are unable to agree mutually acceptable criteria for
determining Service Credits and Service Bonuses for the relevant Service within
6 months of the Effective Date, the matter will be treated as a dispute and
resolved in accordance with Clause 26. For the avoidance of doubt, for a New SLA
Service Credits and Service Bonuses represent terms that must be resolved before
the New SLA is signed and, if the SLA Managers cannot agree these terms within a
reasonable timeframe, the matter will be treated as a dispute and resolved in
accordance with Clause 26.

RECOVERY PROCEDURE

12.14 If there is a breach of one or more of the Services or the Service Levels
(or any of them) then, without prejudice to any right either party may have
against the other in respect of such breach, either party may activate the
Recovery Procedure in accordance with Clause 12.15.

12.15 Recovery Procedure

(a)  In the case of WNS the relevant WNS SLA Manager shall notify the relevant
     BA SLA Manager; in the case of BA the relevant BA SLA Manager shall notify
     the relevant WNS SLA Manager in writing of the breach of the relevant
     Service or Service Level and its intention to activate the Recovery
     Procedure. Within 10 Business Days of such notification, WNS shall prepare
     a draft


                                                                         Page 28



     recovery plan and convene a meeting of the applicable BA SLA Manager and
     WNS SLA Manager to approve the draft recovery plan and the appropriate
     measures to be taken by which such breach shall be corrected and a
     timetable for their implementation (the RECOVERY PLAN).

(b)  If the BA SLA Manager and the WNS SLA Manager are unable to agree the
     Recovery Plan within 5 Business Days of the above meeting, then the matter
     shall be resolved in accordance with the Dispute Resolution Procedure.

(c)  WNS shall implement any Recovery Plan in accordance with its terms. On the
     implementation of the Recovery Plan, WNS will report to the relevant BA SLA
     Manager at intervals set out in the Recovery Plan.

13.  TERMINATION

13.1 The BA Contract Manager or the WNS Contract Manager (either a TERMINATING
PARTY for the purposes of this Clause 13) may terminate the whole of this
Agreement immediately upon written notice, if:

(a)  there is a material breach of this Agreement by the other party which is
     incapable of remedy or which, if capable of remedy, has not been remedied
     within 20 days of receipt of a written notice from the Terminating Party
     specifying full particulars of the breach and requiring the same to be
     remedied;

(b)  there are a series of unremedied breaches of this Agreement by the other
     party which taken together amount to a material breach which is incapable
     of remedy or which, in the case of a series of breaches capable of remedy,
     are not remedied by the party in breach (as the case may be) (or where
     appropriate, agreed remedial action in respect thereof has not been
     initiated or pursued in accordance with the relevant Recovery Plan) within
     20 days of receipt of written notice from the Terminating Party specifying
     full particulars of the breaches and requiring the same to be remedied;

(c)  the other party or WNS India makes or offers to make any arrangement or
     composition with or for the benefit of its creditors;

(d)  the other party or WNS India ceases to carry on business or suspends all or
     substantially all of its operations (other than temporarily by reason of a
     strike) or suspends payment of its debts or is or becomes unable to pay its
     debts (within the meaning of section 123 of the Insolvency Act 1986);

(e)  a petition or resolution for (so long as such petition is not frivolous or
     vexatious) or the making of an administration order, the winding-up, or the
     dissolution of the other party or WNS India (other than for the purposes of
     reconstruction, amalgamation or reorganisation of a solvent company and in
     such manner as the company resulting from the reconstruction, amalgamation
     or re-organisation is bound by or assumes the obligations of that party
     under this Agreement) is presented (and not set aside within 14 days of
     presentation) or passed;


                                                                         Page 29



(f)  a liquidator, receiver, administrator, administrative receiver or
     encumbrancer takes possession of or is appointed over the whole or any part
     of the assets of the other party or WNS India;

(g)  the other party or WNS India suffers or undergoes any procedure analogous
     to any of those specified in Clause 13.1(c) to 13.1(f) (inclusive) or any
     other procedure available in the country in which such party is
     constituted, established or domiciled against or to an insolvent debtor or
     available to the creditors of such a debtor;

(h)  the Guarantor suffers or undergoes any of the procedures listed in Clauses
     13.1(c) to 13.1(g) (inclusive) and a replacement Guarantor which is
     reasonably satisfactory to BA does not provide a guarantee on the terms of
     Clause 32 within 10 Business Days of such event; or

(i)  it is entitled to do so in accordance with Clause 34.2.

13.2 For the avoidance of doubt for the Fixed Period and the Run Off Period, WNS
shall not be in breach of this Agreement if the circumstances which would
otherwise constitute a breach result to a material extent from a breach by BA of
this Agreement or the Transitional Services Agreements.

13.3 BA may terminate the whole of this Agreement immediately upon written
notice if:

(a)  a Restricted Person gains Control of WNS and/or Guarantor;

(b)  the Total Revenue Payable falls to below 20% of WNS' total annual revenues
     during any 6 month period; or

(c)  any person gains Control of WNS and/or Guarantor after a person other than
     a Restricted Person gains Control of WNS and/or Guarantor.

13.4 Subject to Clauses 10.3, 10.4 and 10.5, either the BA Contract Manager or
WNS Contract Manager may terminate its respective Service and associated SLA,
without terminating the whole of this Agreement on serving of a notice to
terminate in accordance with Clause 47 and:

(a)  in accordance with the provisions of the SLA which relates to that Service;

(b)  immediately if there is a material breach in relation to that Service by
     the other party which is incapable of remedy, or which if capable of
     remedy, has not been remedied within:

          (i)  10 days for SLAs of an annual value equal or more than
               GBP250,000; or

          (ii) 20 days for all other SLAs;

     of receipt of a written notice from the Terminating Party specifying the
     breach and requiring the same to be remedied;


                                                                         Page 30



(c)  immediately if there are a series of unremedied breaches by the other party
     in relation to that Service which taken together amount to a material
     breach which is incapable of remedy or which, in the case of a series of
     breaches capable of remedy, are not remedied that party or, where
     appropriate, agreed remedial action in respect thereof has not been
     initiated or pursued in accordance with the relevant Recovery Plan within:

          (i)  10 days for SLAs of an annual value equal or more than
               GPB250,000; or

          (ii) 20 days for all other SLAs;

     of receipt of written notice from the Terminating Party specifying the
     breaches and requiring the same to be remedied.

13.5 Subject to Clauses 10.3, 10.4 and 10.5, the BA Contract Manager may
terminate a particular Service and its associated SLA and Purchase Order without
terminating the whole of this Agreement on serving of a written notice to
terminate by giving WNS 3 months' written notice unless as otherwise specified
in the relevant SLA.

13.6 After the Fixed Period, the WNS Contract Manager may terminate a particular
Service and its associated SLA and Purchase Order without terminating the whole
of this Agreement on serving of a written notice to terminate by giving BA 3
months' written notice unless as otherwise specified in the relevant SLA, so
long as the termination does not cause BA to be in breach of its obligation to
pay the Remaining Revenue Payable under Clause 10.5.

13.7 Any expiry or valid termination in accordance with the terms hereof whether
in relation to the entire Agreement or one or more Services only shall be
without liability on the Terminating Party and shall not affect any accrued
rights or liabilities of the parties hereunder or claims which one party may
have against another for antecedent breach (including that arising under an
indemnity) but shall be subject to the continuing validity of any provisions of
this Agreement which apply notwithstanding the expiry or termination of this
Agreement or a Service.

13.8 The terms of this Agreement shall remain in full force and effect during
the period between the service of a notice to terminate by either party and the
effective date of termination.

13.9 Upon expiry or termination of the entire of this Agreement for any reason
whatsoever:

(a)  (subject to Clause 13.7 and 13.8 above) the relationship of the parties
     shall cease save as (and to the extent) expressly provided in this Clause
     13.9;

(b)  the provisions of Clause 13.8, 16, 17.2, 19.5, 19.6, 19.7, 19.8, 19.9
     19.13, 19.21, 26, 27.1, 27.2, 27.3, 28.5, 30.16 to 30.29 inclusive, 33, 35,
     36, 38, 45 and any provision which expressly or by implication is intended
     to come into or remain in force on or after termination shall continue in
     full force and effect;


                                                                         Page 31



(c)  WNS shall immediately return to BA (or if BA agrees destroy) all of BA's
     tangible property in its possession at the time of termination (including
     the Deliverables, Database, and all Confidential Information) and shall not
     further use such property or Confidential Information;

(d)  BA shall immediately return to WNS (or if WNS agrees destroy) all of WNS'
     tangible property in its possession at the time of termination (including
     the WNS Materials and all Confidential Information) and shall not further
     use such property or Confidential Information;

(e)  both parties will return within 10 Business Days of termination (or notice
     to terminate if sooner) to the other all post office boxes, telephone
     numbers, email addresses and domain names used exclusively providing
     Services and use its reasonable endeavours to promptly transfer to the
     other party all such addresses, boxes, numbers and names required by that
     party; and

(f)  any provision in the SLAs expressed to take effect on termination will come
     into force.

13.10 Upon termination of one or more Service and/or SLA for any reason
whatsoever pursuant to this Agreement:

(a)  (subject to Clauses 13.7 and 13.8 above) WNS shall cease providing that
     Service and the relationship of the parties in relation to that Service
     shall cease save as (and to the extent) expressly provided for in this
     Clause 13.10;

(b)  the provisions of Clause 13.8, 16, 17.2, 19.13, 19.21, 26, 27.1, 27.2,27.3
     28.5, 30.16 to 30.29 inclusive, 33, 35, 36, 38, 45 and any provision which
     expressly or by implication is intended to come into or remain in force on
     or after termination in relation to that Service will continue in full
     force and effect;

(c)  WNS shall immediately return to BA (or if BA agrees destroy) all of BA's
     tangible property in its possession at the time of termination (including
     the Database, BA Materials and all Confidential Information) to the extent
     it relates to the Service and shall not further use such property or
     Confidential Information; and

(d)  both parties will return within 10 Business Days of termination (or notice
     of termination if sooner) to the other party all post office boxes,
     telephone numbers, email addresses, and domain names used exclusively for
     the purposes of providing that Services and use its reasonable endeavours
     to promptly transfer to the other party all such addresses, boxes, numbers
     and names required by that party;

(e)  BA shall immediately return to WNS (or if WNS agrees destroy) all of WNS'
     tangible property in its possession at the time of termination (including
     the WNS Materials and all Confidential Information) and shall not further
     use such property or Confidential Information in each case to the extent it
     relates to the Service; and


                                                                         Page 32



REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.

(f)  any provision in the SLAs expressed to take effect on termination will come
     into force.

14.  DISENGAGEMENT

DISENGAGEMENT PLAN

14.1 Within 3 months of the Effective Date (in the case of Existing Services) or
within 3 months of the date on which an Additional Service commences, BA and WNS
will agree a detailed Disengagement Plan in respect of each Service based on the
principles set out in Schedule 13. A Disengagement Plan shall be reviewed
jointly by the parties no less frequently than once every 12 months after it is
first produced. Notwithstanding the foregoing, a Disengagement Plan shall not be
required for a Service that:

(a)  is charged on a MPE basis and requires fewer than 30 Fixed MPE Per Annum;
     or

(b)  is charged on a UTP or other basis and is likely to involve charges
     totalling less than ******** per annum; or

(c)  has a definite expiration date and there is no anticipation of the Service
     being required by BA from WNS or any other party after such expiration
     date,

provided that if the Service changes such that the relevant condition above
ceases to be true, the parties will agree a detailed Disengagement Plan promptly
thereafter.

14.2 Each party shall act and negotiate reasonably and in good faith in agreeing
and reviewing the contents of the Disengagement Plan.

PRIOR TO EXPIRATION OR TERMINATION OF A SERVICE

14.3 As soon as notice to terminate any Service is served or (where applicable)
3 months before the expiration of a Service and BA requests WNS to do so, both
parties shall begin a review of the relevant Disengagement Plan in good faith,
to ensure that it reflects the circumstances at the time in respect of that
Terminated Service.

14.4 In the event that Clause 14.3 applies to more than one Service (including
all the Services) at the same time, the parties shall discuss in good faith
whether it is reasonably practical that Disengagement of the relevant Terminated
Services occur in parallel and, if not, the order in which the relevant
Disengagement Plans shall be implemented.

UPON TERMINATION OR EXPIRATION OF A TERMINATED SERVICE

14.5 Unless otherwise agreed or specified in its relevant Disengagement Plan,
during the relevant Disengagement Period WNS shall continue to provide a
Terminated Service, subject to BA continuing to perform its payment and other
obligations under this Agreement in respect of the relevant Service. WNS and BA


                                                                         Page 33



shall each have any additional rights and obligations specified in the
Disengagement Plan applying to that Terminated Service.

14.6 Without limiting Clause 14.5, WNS shall provide BA or its Designee such
assistance as is reasonably requested by BA, including assistance required under
the relevant Disengagement Plan, to enable the orderly transfer of the provision
of a Terminated Service to BA or its Designee during the Disengagement Period.
Disengagement Assistance may include, but is not limited to, the elements listed
in paragraph Schedule 132 of in Schedule 13 and BA may (at its option, which
shall not be exercised unreasonably) direct, monitor, test, and otherwise
participate in the Disengagement Assistance.

14.7 Where BA is obliged to pay the costs of Disengagement Assistance (or a
component thereof) in accordance with Clause 14.9 below or the relevant
Disengagement Plan, WNS' obligation to provide the relevant Disengagement
Assistance is subject to BA meeting that obligation.

COSTS OF DISENGAGEMENT ASSISTANCE

14.8 WNS and BA shall act in good faith and use reasonable business efforts to
minimise and mitigate any costs relating to the Disengagement Assistance.

14.9 Unless otherwise stated in the relevant Disengagement Plan, WNS' costs of
providing the Disengagement Assistance for a Terminated Service shall be borne
by BA except where the reason for the termination of the Terminated Service is
WNS' breach or where WNS terminates the Terminated Service in accordance with
Clause 13.6.

NO COMPULSORY DISCLOSURE OF WNS INTELLECTUAL PROPERTY RIGHTS

14.10 Notwithstanding any of the foregoing, nothing in this Clause 14 or any
Disengagement Plan shall be construed so as to require WNS to provide, license
the use of, or otherwise make available any item (including the WNS Manuals) the
Intellectual Property Rights in which belong to WNS, other than on the terms set
out in Clauses 19.5, 19.6, 19.7 and 19.8.

15.  WARRANTIES

Each party warrants to the others that:

(a)  it has full power and authority to execute, deliver and perform its
     obligations under this Agreement;

(b)  there are no existing agreements or arrangements with third parties the
     terms of which prevent it from entering into this Agreement or would
     materially impede the performance by it of its obligations under this
     Agreement; and

(c)  it is not and nor are any of its directors a party to any litigation,
     proceedings or disputes which will have a material adverse effect upon its
     ability to perform its obligations under this Agreement.


                                                                         Page 34



16.  INDEMNITY, LIABILITY AND REMEDIES

16.1 In addition to the indemnities in Clause 27 but subject to Clause 16.2 and
16.4 WNS agrees to indemnify BA and each member of the BA Group, its directors,
officers, employees, agents and subcontractors, from time to time, in full and
on demand, and keep the same so indemnified from and against any and all Losses
which are made or brought against or incurred or suffered by BA or any member of
the BA Group, its directors, officers, employees, agents or subcontractors, from
time to time, resulting from:

(a)  any breach by WNS, its directors, officers, employees, agents or
     subcontractors or Permitted Contractors of its obligations under this
     Agreement (other than a breach which is dealt with under the Service Credit
     Regime set out in Schedule 11 on the basis that a Service Credit payable is
     BA's exclusive remedy for the breach concerned) or any act or omission by
     WNS, its directors, employees, agents or sub contractors in connection with
     this Agreement;

(b)  any negligence or wilful default of WNS or the WNS Group, its directors,
     employees, agents or sub contractors.

16.2 The indemnity in Clause 16.1 will not extend to any Losses:

(a)  to the extent caused by the negligence or wilful misconduct of BA or any
     member of the BA Group, its directors, officers, employees or agents; or

(b)  to the extent caused by any breach by BA or any member of the BA Group of
     the terms of this Agreement.

16.3 Notwithstanding any other provision contained herein to the contrary, it is
hereby agreed that the indemnity provisions contained herein shall remain in
effect and shall survive the termination of this Agreement with respect to any
occurrence or claim arising out of or in connection with this Agreement.

16.4 Nothing in this Agreement shall exclude or limit the liability of either
party for death or personal injury caused by its negligence, or for fraudulent
misrepresentation.

16.5 Without prejudice to any other rights or remedies of WNS and subject to
Clauses 16.4 and 16.6, BA agrees to indemnify WNS and each member of the WNS
Group, its directors, employees, agents and subcontractors, from time to time,
in full and on demand, and keep the same so indemnified from and against all
Losses which are made or brought against or incurred or suffered by WNS or any
member of the WNS Group, its directors, employees, agents or subcontractors,
from time to time, to the extent directly and solely resulting from the below:

(a)  any breach by BA, its directors, employees, agents or sub contractors of
     its obligations under this Agreement;

(b)  negligence or wilful default of BA, its directors, employees, agents or sub
     contractors.


                                                                         Page 35



16.6 The indemnity in Clause 16.5 will not extend to any Losses:

(a)  to the extent caused by the negligence or wilful misconduct of WNS or any
     member of the WNS Group, its directors, officers, employees or agents; or

(b)  to the extent caused by any breach by WNS or any member of the WNS Group of
     the terms of this Agreement.

16.7 Notwithstanding any other provision contained herein to the contrary, it is
hereby agreed that the indemnity provisions contained herein shall remain in
effect and shall survive the termination of this Agreement with respect to any
occurrence or claim arising out of or in connection with this Agreement.

16.8 Each party's aggregate liability to the other:

(a)  under the indemnities set out in Clauses 16.1, 19.13, and 21.13, and
     Clauses 16.5, 19.21 and 21.12 (as applicable); and

(b)  arising out of or in connection with any breach of its obligations under
     this Agreement; and

(c)  for negligence in respect of this Agreement in any year shall be limited to
     the Total Revenue Payable in that Year or GBP8,000,000 (whichever is
     the greater) save that any liability arising under the provisions of Clause
     27 shall not be subject to the provisions of this Clause 16.8.

17.  INSURANCE

17.1 WNS shall arrange and maintain at its own cost such insurance as a minimum
of 100% of the Total Revenue Payable by BA in the Relevant Year as is
appropriate and adequate having regard to its obligations and liabilities under
this Agreement with a insurer of international repute including without
limitation the specific insurances listed below in respect of any claim or
claims arising out of any one incident or occurrence arising pursuant to the
provision of (including, for the avoidance of doubt, any omissions in providing)
the Services and such other insurance as may be required by law or Regulation in
connection with the Services, including without limitation, the following:

(a)  Public liability insurance of at least GBP10 million;

(b)  Property damage insurance up to the value of the buildings and contents as
     necessary for risks including without limitation, fire, lightning,
     explosions, aircraft impact, flood and earthquake;

(c)  Business interruption insurance; and

(d)  Professional indemnity insurance of at least GBP5 million.

17.2 WNS will provide BA with suitable evidence of all insurance policies and
with evidence of payment of the premium on each renewal. WNS shall ensure that
the requirements and recommendations of its insurers are complied with during
the term


                                                                         Page 36



of this Agreement and for a period of 6 years afterwards do nothing to
invalidate those policies.

17.3 If WNS fails to maintain any of the insurance policies referred to above BA
may itself provide or arrange such insurance and may charge the cost of such
insurance together with an administration charge of 10% of such cost to WNS.

18.  TITLE AND RISK

18.1 Subject to Clause 19, title in all Deliverables shall vest in BA on the
date of creation.

18.2 Subject to Clause 19, title and risk in any Third Party Items (which are
goods) procured for BA at BA's written request shall vest in BA on delivery to
BA.

18.3 Subject to Clause 19, title in all materials produced by or for WNS
pursuant to the Services shall vest in BA on the date of creation.

18.4 Subject to Clause 19, risk in all Deliverables produced by or for WNS
pursuant to the Services shall pass to BA on delivery to BA.

19.  INTELLECTUAL PROPERTY RIGHTS

19.1 This Agreement shall not affect the Intellectual Property Rights that each
party owns at Completion (as defined under the Investment Agreement).

19.2 The parties agree that as between themselves, the Intellectual Property
Rights in the Data, the Database and BA Materials belong to BA.

19.3 Subject to Clause 19.4, the parties agree that all Intellectual Property
Rights developed or produced by or on behalf of WNS (including but not limited
to that subsisting in the Data, Database, Documentation and any Deliverables)
which arise out of, in anticipation of, or in the course of WNS' performance of
its obligations under this Agreement (including without any limitation any
Intellectual Property Rights arising as a result of any earlier agreement
between the parties) shall vest in BA on the date that the relevant item is
created. BA will also own all the Intellectual Property Rights in any
modification, adaptation or improvement made to such items and in any
documentation associated with them. WNS will give full details of any such
Intellectual Property Rights to BA promptly following a written request. In
consideration for the sum of ONE POUND STERLING (GBP1) (receipt of which WNS
acknowledges) WNS assigns to BA as legal and beneficial owner with full title
guarantee all such Intellectual Property Rights whether existing or arising in
the future together with all rights of action, remedies, power and benefits
relating to any such Intellectual Property Rights belonging to or accrued to WNS
and including the right to sue for past infringement of such Intellectual
Property Rights and the right to be registered as the proprietor of any
applications for registered protection of any such Intellectual Property Rights
not yet granted.

19.4 The parties agree that all Intellectual Property Rights in any underlying
concept, business method, system or know-how created by or on behalf of WNS in


                                                                         Page 37



the provision of the Services and all Intellectual Property Rights in the WNS
Materials will (unless agreed to the contrary in any SLA) belong to WNS. WNS
will also own any modification, adaptation or improvement made to any such items
or any other item the Intellectual Property Rights in which belong to WNS. In
consideration for the sum of ONE POUND STERLING (L1) (receipt of which BA
acknowledges) BA hereby assigns to WNS all such Intellectual Property Rights as
it may acquire, together with all rights of action, remedies, power and benefits
relating to any such Intellectual Property Rights belonging to or accrued to WNS
and including the right to sue for past infringement of such Intellectual
Property Rights and the right to be registered as the proprietor of any
applications for registered protection of any such Intellectual Property Rights
not yet granted.

19.5 Subject to Clauses 19.6, 19.7 and 19.8, to the extent that the Database,
any Deliverable, or any associated documentation incorporates or relies on for
its normal operation an item the Intellectual Property Rights in which belong to
WNS or a third party or where BA needs use of an item of WNS Material or any
concept, business method or know-how referred to in clause 19.4 in order to
receive a Service (in each case a WNS LICENSED ITEM), WNS grants to BA and the
BA Group a non-exclusive, perpetual, irrevocable, worldwide royalty-free licence
to use such item to the extent necessary to receive the Service or for such
other purposes for which it was supplied to BA or any member of the BA Group. BA
will also be entitled to sub-license the rights granted to it in accordance with
this clause to any third party for the same purposes, provided that:

(a)  any sublicensee provides a written undertaking under which it agrees that
     its use of any such rights shall be restricted to those purposes;

(b)  any sublicensee also provides a written undertaking to keep any information
     the subject of any such rights confidential on terms substantially similar
     to those set out in Clause 33;

(c)  any sublicensee also provides a written undertaking to not remove from the
     WNS Licensed Item or adaptations thereof any indications of copyright,
     proprietorship or similar notices; and

(d)  WNS is provided with a copy of the undertakings referred to in the previous
     three paragraphs and, where relevant, Clause 19.6(b).

19.6 Where a WNS Licensed Item includes or consists of an item of WNS Material,
the following restrictions apply in addition to those set out in Clause 19.5:

(a)  during the term of the Service to which the relevant WNS Material relates
     and for two years after the termination of that Service, BA must not use
     that WNS Material to offer a similar service to any third party; and

(b)  any sublicensee of the relevant WNS Licensed Item must, in addition to the
     undertakings set out in Clause 19.5, provide a written undertaking not to
     use the WNS Material to offer a similar service to any third party other
     than BA.


                                                                         Page 38



19.7 Subject to Clause 19.8, nothing in Clause 19.5 shall require WNS to grant,
or procure the grant of, a licence of:

(a)  any third party software; or

(b)  any WNS bespoke software, unless:

     (i)  BA requires that software in order to receive the relevant Service
          from a third party following termination of that Service; and

     (ii) there is no commercially available software that performs the same or
          equivalent function; and

     (iii) BA pays WNS a reasonable commercial royalty for the licence of that
          software, save that where all the costs of developing such software
          have been paid for by BA, such licence shall be royalty-free.

19.8 Where in order to receive a Service from a third party following
termination of that Service BA requires, or is reasonably likely to require, any
third party software that is not itself commercially available and for which no
other software that performs the same or equivalent function is commercially
available, WNS shall inform BA promptly of the fact prior to using such software
so long as it is reasonably practicable to so inform BA or if it is not so
practicable, promptly after WNS becoming aware of the fact. Upon being so
informed, BA shall be entitled to require that WNS uses its reasonable efforts
to make alternative or additional arrangements (including escrow arrangements)
as soon as reasonably practicable in respect of that third party software
sufficient to enable BA to receive the relevant Service from a third party
following termination of that Service, and BA shall pay the costs of such
arrangements (which costs shall be agreed in advance with BA).

19.9 Each party will at the request of the other take all such steps and execute
and procure the execution of all such assignments and other documents as may be
required to confirm the full title to the Intellectual Property Rights referred
to in Clause 19.3 and 19.4 (as the case may be), to assist the other party in
confirming their duration or to assist the other party in connection with any
applications to register or the obtaining of protection by the other party in
any way whatsoever of such rights and in defending any registration which is
granted anywhere in the world.

19.10 WNS shall ensure that the author(s) of any copyright work which forms part
of the Intellectual Property Rights referred to in Clause 19.3 shall waive all
moral rights which the author(s) may otherwise have in relation to that work
under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 and any
corresponding foreign rights.

19.11 WNS warrants that, to the extent that the Intellectual Property Rights
referred to in Clauses 19.3 or 19.5 do not consist of Intellectual Property
Rights owned by BA or a member of the BA Group, it is free to assign (in the
case of Clause 19.3) or licence (in the case of Clause 19.5) the Intellectual
Property Rights at its sole discretion without any third party claims, liens,
charges and encumbrances of any kind.


                                                                         Page 39



19.12 WNS warrants that the Intellectual Property Rights referred to in Clauses
19.3 and 19.5 will not infringe the Intellectual Property Rights of any third
party.

19.13 Without prejudice to any other rights or remedies of BA, WNS shall
indemnify BA and each member of the BA Group, its directors, employees, agents
and sub-contractors from time to time in full and on demand and keep the same
indemnified from and against all Losses arising from any claim of alleged or
actual infringement of any Intellectual Property Rights of third parties arising
out of or in connection with an alleged or actual breach of the warranties set
out at Clauses 19.11 and 19.12. WNS will not be liable to BA under the
provisions of this clause or for any breach of Clauses 19.11 and 19.12 to the
extent that any infringement of a third party's Intellectual Property Rights is
caused by an item created by WNS and such item was designed at BA's request and
following BA's specific instructions as to how the item should be designed or
developed.

19.14 BA shall give to WNS prompt notice of any claim made or action threatened
or brought against BA or any member of the BA Group, its directors, employees,
agents or sub-contractors covered by the indemnity set out in Clause 19.13 above
and shall forward to WNS all proceedings and other documents received in
connection therewith and BA shall permit WNS at WNS' expense to conduct any
litigation which may ensue and all negotiations for a settlement of any claim,
giving WNS all reasonable assistance at WNS' expense. WNS shall keep BA informed
of all material matters relating to such proceedings.

19.15 If any claim covered by the indemnity set out in Clause 19.13 above
prevents or is likely to prevent BA from using the Database, a Deliverable, or
any other item or any associated documentation, WNS shall forthwith at its own
cost and expense either:

(a)  procure for BA, or its assignee, the right to continue the use of the same;
     or

(b)  replace or modify the same so that it becomes non-infringing, provided that
     any such replacement or modification shall not prejudice BA's beneficial
     use of the same and/or adversely affect the performance and functionality
     of the same and that such replacement or modification will be carried out
     promptly, so as to avoid any interruption in BA' business operations.

In the event that BA's use thereof is prevented WNS will, within 50 working days
of BA notifying it of the fact, provide alternative emergency replacements for
the use of BA until such modifications or permanent replacements have been made
or are ready for installation.

19.16 If WNS fails to remedy the situation in accordance with Clause 19.15
above, BA shall, without prejudice to any other rights or remedies that it may
be entitled to hereunder or at law, be entitled to terminate the relevant
Service.

19.17 WNS will, on demand and in any event upon termination of this Agreement
for whatever reason, return (or procure the return of) to BA all originals and
copies of the Database, Deliverables, BA Materials and any other item the
Intellectual Property Rights in which vest in BA which are in its possession or
the possession of any


                                                                         Page 40



Permitted Contractor. BA will not act unreasonably when exercising its rights
under this clause.

19.18 If a party becomes aware of any possible, actual or threatened
infringement of the other party's Intellectual Property Rights, that party shall
immediately notify the other in writing and provide full particulars of such
infringement. Each party undertakes to provide all reasonably required
co-operation and assistance to the party that owns the relevant Intellectual
Property Rights in any proceedings taken in respect of them, including being
joined as a party to such proceedings if the other party so requires.

19.19 Subject to Clause 19.20, BA grants and will procure that any member of the
BA Group will grant a non-exclusive licence to WNS to utilise such of the
Intellectual Property Rights owned by BA or any member of the BA Group as are
necessary to allow WNS to provide the Services or otherwise fulfil its
obligations under this Agreement and any SLA for the sole purpose of providing
the Services or otherwise fulfilling such obligations. The licence shall
terminate automatically upon termination of this Agreement. WNS may sub-license
the aforesaid Intellectual Property Rights to its Permitted Contractors for the
same purpose referred to above provided that the appointment of such a Permitted
Contractor is in accordance with the terms of this Agreement.

19.20 Where, as part of providing the Services, WNS is required to make use of
any BA trade marks or any BA Group trade marks (whether registered or not), any
such use must be expressly agreed in the relevant SLA, and unless expressly
agreed otherwise in the relevant SLA WNS agrees that such use will be on a
non-exclusive, non-transferable basis and be:

(a)  subject to WNS complying at all times with BA's "brand strategy guidelines"
     (available from time to time from BA);

(b)  subject to any instructions from the BA SLA Manager;

(c)  subject to approval in advance by the BA SLA Manager;

(d)  on the basis that WNS shall do nothing to bring the name or reputation of
     BA or the BA Group or any BA trade mark or any BA Group trade mark in to
     disrepute;

(e)  in accordance with the relevant SLA;

(f)  terminable by BA on immediate notice.

19.21 Without prejudice to any other rights or remedies of WNS, BA shall
indemnify WNS and each member of the WNS Group, its directors, employees, agents
and Permitted Contractors from time to time in full and on demand and keep the
same so indemnified from and against all Losses arising from any claim that
Intellectual Property Rights licensed to WNS or other material supplied by BA
infringe the Intellectual Property Rights of third parties provided that WNS
uses such Intellectual Property Rights in accordance with the terms of this
Agreement.


                                                                         Page 41



19.22 WNS shall give BA prompt notice of any claim made or action threatened or
brought against WNS or any member of the WNS Group, its directors, employees,
agents or Permitted Contractors covered by the indemnity set out in Clause 19.21
and shall forward to BA all proceedings and other documents received in
connection therewith and WNS shall permit BA at BA's expense to conduct any
litigation which may ensue and all negotiations for a settlement of any claim,
giving BA all reasonable assistance at BA's expense. BA shall keep WNS informed
of all material matters relating to such proceedings.

19.23 To the extent that any claim covered by the indemnity set out in Clause
19.21 above prevents WNS from providing the relevant Service or otherwise
meeting its obligations under this Agreement or any SLA, then such claim shall
constitute an event of Force Majeure and the provisions of Clause 34 shall
apply, save that BA shall not be entitled to terminate the Agreement as
contemplated in Clause 34.2, and BA shall take all reasonable steps to ensure
that WNS can resume providing the relevant Service or otherwise meeting its
obligations under this Agreement or any SLA promptly thereafter.

20.  INFORMATION SYSTEMS

20.1 BA shall maintain the BA Systems, and WNS shall maintain the WNS Systems,
in each case at a level necessary to ensure effective conduct and management of
the parties' obligations under this Agreement, and to enable WNS to provide and
to enable BA to receive the Services in accordance with this Agreement and the
SLAs.

20.2 The parties will work together, cooperate and follow any relevant
instructions set out in the SLAs to ensure that there is appropriate
inter-operability and inter-working with and between the BA Systems and the WNS
Systems.

20.3 BA will provide WNS' Employees or Permitted Contractors with such access to
the BA Systems and reasonable assistance with the operation of the BA Systems as
is necessary to enable WNS to provide the Services. The parties may specify the
level of access to be granted to any BA System in a relevant SLA. WNS will
provide BA Employees and approved sub-contractors with access to the WNS Systems
and reasonable assistance with the operation of the WNS Systems as is necessary
in order to allow BA to receive the Services. The parties may specify the level
of access to be granted to any WNS System in a relevant SLA.

20.4 The parties agree to cooperate to obtain all permissions and consents
necessary to enable the other party to have such access as is required to (in
the case of BA) the BA Systems and (in the case of WNS) the WNS Systems and to
enable each party to use any relevant software or other applications on each
party's IT Systems. Each party agrees to be bound by the terms of any such
permissions or consents and any agreement with any third party which is relevant
to such permissions or consents.

20.5 To the extent appropriate, the parties will agree in the relevant SLA,
details of the format, size, formatting, relevant software versions, and other
aspects of the Data and any Deliverable included in any relevant SLA together
with sufficient information to avoid confusion or disruption where the Services
require that WNS


                                                                         Page 42



process the Data or that a Deliverable be communicated directly to the BA
Systems. Each party shall take all steps to ensure that Data is supplied in
accordance with these details, and WNS shall take all steps to ensure that each
Deliverable is supplied in accordance with these details. For the avoidance of
doubt, where any Existing SLA is silent on such matters the parties will
continue using the same formats and the like as were being used prior to the
Effective Date unless agreed to the contrary.

20.6 In the event that a Deliverable or any Data is communicated in electronic
or digital form to the BA Systems directly from the WNS Systems, WNS warrants
that the Deliverable or Data will not contain any viruses, bugs or things that
distort the proper functioning of IT Systems, and will not otherwise disrupt or
damage the BA Systems, but only to the extent that this is not caused by Data or
other source material provided by a member of the BA Group.

20.7 In the event that Data is communicated in electronic or digital form via
the BA Systems to the WNS Systems, BA warrants that the Data (and any
accompanying material) will not contain any viruses, bugs or things that distort
the proper functioning of the IT Systems, and will not otherwise disrupt or
damage the WNS Systems, but only to the extent that this is not caused by Data
or other source material provided by a member of the WNS Group.

20.8 WNS shall ensure that any irregularities, or abuses of the WNS Systems
which will or may have a material effect on the relevant Service or the Data
shall be identified promptly to the relevant BA Contract Manager.

20.9 WNS and warrants that:

(a)  the performance, accuracy and functionality of the WNS Systems and all
     other equipment (including without limitation to any equipment reliant on
     imbedded chip technology) involved in the running of WNS' business and the
     provision of Services (but excluding the BA Systems) is not and will not be
     adversely affected by any date values which may be inputted into and/or
     used those systems; and

(b)  the WNS Systems will continue to:

     (i)  handle without any reduction in functionality or performance
          information relating to the adoption of a single currency (the Euro)
          by all the Member States of the European Union or any of them under
          the Treaty on European Monetary Union;

     (ii) process and display data representing any amount in the Euro as they
          process and display data representing amounts in any other currency;
          and

     (iii) perform currency conversions in accordance with applicable
          legislation.

20.10 BA may call for a download of Data held by WNS at any time. BA must not
act unreasonably when exercising its rights under this clause.


                                                                         Page 43



EXISTING LINK NETWORK ARRANGEMENTS

20.11 From the Commencement Date, BA agrees to make available the Link Network
to WNS to allow WNS to comply with its obligations under this Agreement and,
subject to earlier termination of this Agreement, to continue provision of the
Services until the SITA Date or, if the parties agree that there will be a
transitional period following the SITA Date to provide for the orderly transfer
of the Link Network to an alternative supplier to SITA, the date upon which such
transition is completed.

20.12 Until the SITA Date, BA will pay any charges rendered by SITA associated
with WNS' use of the Link Network in accordance with this Agreement directly to
SITA.

20.13 During the term of this Agreement and subject to Clauses 20.14 and 20.15,
WNS agrees to comply at all times with any instructions given by BA in relation
to WNS' use of the Link Network and to only use the Link Network to provide
Services to BA in accordance with the Framework Agreement.

20.14 WNS may continue to use the Link Network prior to the SITA Date to meet
its obligations under the WNS UK Business Contracts, provided that:

(a)  it does so in accordance with clause 20.15;

(b)  it makes alternative arrangements (to the SITA Contract) for providing
     services pursuant to the WNS UK Business Contracts within the period
     specified in Clause 20.19; and

(c)  it only uses the Link Network in the same way as it was used prior to the
     Commencement Date in relation to the WNS UK Business Contracts.

20.15 If BA or SITA require changes to the manner in which the Link Network is
used by WNS prior to the SITA Date (or the date of completion of any transition
to an alternative supplier to SITA as described in Clause 20.11 above), BA and
WNS shall meet to discuss in good faith the impact any such changes will have on
WNS' ability to meet its obligations under this Agreement or any SLA, and to
agree what steps, if any, need to be taken to address such changes. BA and WNS
acknowledge that the Link Network is on occasion used at a level that is over
BA's entitlement pursuant to the SITA Contract (the EXCESS USE). BA agrees that
WNS will not be in breach of this Agreement to the extent that WNS continues to
use the Link Network at a level which is no higher than the Excess Use. If, in
order to comply with its obligations under this Agreement, WNS needs to use the
Link Network at a level which is higher than the Excess Use, it will provide BA
with such prior written notice as is reasonably practicable.

20.16 BA agrees to use its reasonable endeavours to enforce any rights it has
against SITA under the SITA Contract and WNS will provide any assistance BA may
reasonably require to enforce such rights.


                                                                         Page 44



NEW LINK NETWORK ARRANGEMENTS

20.17 WNS and BA agree to commence negotiations in good faith with SITA or an
alternative provider of the Link Network immediately following the Commencement
Date to agree the terms of the New Contract. As part of those negotiations, the
parties must meet to agree the parameters (including bandwidth requirements,
expected usage levels and business continuity requirements) that accurately
reflect the actual and likely future requirements and usage of the
communications link that will replace the Link Network, and in sufficient detail
to enable WNS to obtain representative quotations from SITA or alternative
suppliers of such a link (the NECESSARY PARAMETERS). If the parties cannot agree
the Necessary Parameters within 21 days, the matter shall be dealt with in
accordance with Clause 26.

20.18 The parties agree to cooperate with each other and use their reasonable
endeavours to agree the New Contract. If an alternative supplier to SITA is
appointed the parties agree to cooperate to ensure the orderly transfer of the
Link Network to the new supplier.

20.19 BA and WNS agree to use reasonable endeavours and to act in good faith to
ensure that the SITA Date is achieved within 180 days from the Commencement
Date. WNS agrees that provided the terms of the New Contract represent a
reasonable commercial arrangement (when compared to the charges and terms
generally available in the market for providing communication links the same as
or similar to the Link Network) and further provided that the parties can reach
agreement (at all times acting reasonably) on any costs or charges associated
with the Link Network, WNS will enter into the New Contract if requested to do
so by BA.

20.20 If within the period specified in Clause 20.19, WNS and SITA do not enter
into the New Contract, then subject to Clause 20.21 below BA and WNS will use
all reasonable endeavours and will negotiate in good faith to ensure that WNS
does enter into such a contract in a timely manner thereafter. If the parties
cannot agree a solution within a reasonable timeframe, the matter shall be dealt
with in accordance with Clause 26.

20.21 If the SITA Date is not achieved within 180 days from the Commencement
Date and provided that the dispute resolution procedure has not been initiated
in accordance with Clause 20.20 or 20.17, BA may at its option at any time
thereafter, require that WNS take over responsibility for providing the Link
Network (the "LINK NETWORK OPTION"). If BA exercises the Link Network Option it
must serve written notice on WNS (a "LINK NETWORK OPTION NOTICE"). BA may not
serve any further Link Network Option Notices until all previous Link Network
Option Notices have been resolved in accordance with clause and 20.22.

20.22 Within 20 Business Days from receipt of a Link Network Option Notice, WNS
must provide a proposal to BA in writing specifying the supplier it proposes to
use to provide the Link Network, the charges proposed by that supplier for
providing the Link Network and any terms of any proposed contract with that
supplier. WNS will ensure that the charges and terms are reasonable, when
compared to the charges and terms generally available in the market for
providing communication links the same as or similar to the Link Network. BA
will then have a period of 10 Business


                                                                         Page 45



Days to either accept or reject WNS' proposal. If the charges and terms are
reasonable, BA must accept the proposal of WNS, in which case WNS will have a
further period of 20 Business Days in which to put in place any necessary
agreement with the proposed supplier, which shall then be the New Contract for
the purposes of determining the SITA Date and Clauses 20.25, 20.26.

20.23 If BA fails to respond within the 10 Business Day period specified in
Clause 20.22 above or rejects WNS' proposal, then this shall be deemed to be a
dispute as to the reasonableness of the terms of the proposal and that dispute
must be resolved in accordance with Clause 26. If, as a result of the dispute
resolution process, it is determined that BA's rejection of the proposal was
justified then this the parties' rights and obligations under Clauses 20.11 to
20.24 will continue (including BA's right to issue subsequent Link Network
Option Notices), but without prejudice to BA's rights elsewhere in this
Agreement.

20.24 If WNS fails to submit a proposal within the 20 Business Day period
specified in Clause 20.22 above, WNS will be deemed to have taken responsibility
for providing the Link Network (including all costs associated with it) from the
day immediately following the expiry of that period and BA's obligations under
Clauses 20.11 to 20.23 will, at that point, terminate automatically.

LINK NETWORK OBLIGATIONS AFTER THE SITA DATE

20.25 From the SITA Date, WNS will be responsible for all costs and charges
associated with the Link Network. To the extent that the Link Network is used by
WNS to provide Services to BA, WNS shall be entitled to recover that component
of such costs and charges from BA in addition to any amounts payable by BA under
Clause 9. WNS shall invoice BA for such costs and charges on a basis to be
agreed between the parties in the course of agreeing the New Contract.

20.26 From the SITA Date, each party agrees to:

(a)  comply at all times with the provisions of the New Contract;

(b)  comply with any relevant obligations and restrictions in relation to that
     party's use of or access to the Link Network; and

(c)  not do anything reasonably likely to prevent the other party from complying
     with paragraphs (a) and (b) above.

20.27 If at any time after the SITA Date the Link Network becomes insufficient
to meet BA's requirements or to allow WNS to meet its obligations under this
Agreement, then subject to Clause 20.30, any required upgrade, modification or
replacement of the Link Network and the arrangements thereto shall be treated as
a Change in accordance with Clause 23.

LIABILITY REGARDING THE LINK NETWORK

20.28 Prior to the SITA Date, BA shall comply with the terms of the SITA
Contract and will cooperate with SITA in relation to the provision of the Link
Network. BA


                                                                         Page 46



shall not be liable for the acts or defaults of SITA unless that act or default
arises as a result of a breach by BA of the terms of the SITA Contract or its
obligations under this Agreement. Prior to the SITA Date, WNS shall not be in
breach of its obligations to provide the Services under this Agreement to the
extent that the fact or matter which would otherwise constitute such a breach
results from the unavailability of the Link Network provided that such
unavailability has not been caused by a breach by WNS of its obligations under
this Agreement. Nothing in this Clause affects the parties' rights and
obligations under Clauses 20.1 to 20.4 or Clause 20.30.

20.29 After the SITA Date, SITA or any party that replaces SITA as the provider
of the Link Network will be deemed to be a Permitted Contractor for the purposes
of this Agreement.

CRITICAL EVENTS RELATING TO IT SYSTEMS

20.30 The parties acknowledge that the continued operation of the Link Network
is critical to WNS being able to provide the Services and to BA being able to
receive them. If at any time the Link Network becomes or is reasonably likely to
become unavailable for a significant period of time, then the parties shall meet
to discuss in good faith what steps need to be taken to ensure that WNS is able
to continue to provide the Services and to enable BA to continue to receive
them. This Clause 20.30 is without limitation to the parties' rights and
obligations elsewhere under this Agreement or under the Disaster Recovery Plan.

20.31 For the avoidance of doubt, nothing in Clauses 20.11 to 20.30 affects the
parties' obligations under Clause 5 of terms and conditions attached to the
Offer to Sell.

21.  DATA PROTECTION AND DATA SECURITY

21.1 WNS must only act on and in accordance with instructions from BA regarding
the Processing of Personal Data contained in or provided pursuant to this
Agreement including without limitation its Schedules, Appendices and SLAs. BA
hereby instructs WNS to Process Personal Data only so far as is reasonably
necessary for the provision of the Services or other performance of WNS'
obligations under this Agreement and any applicable SLA. For the avoidance of
doubt, the execution of a SLA by the parties will, for the purposes of this
Clause 21, constitute the giving of instructions by BA for WNS to Process
Personal Data so far as is reasonably necessary to provide the Services to which
that SLA relates.

21.2 Without limitation to Clause 21.1, WNS will not otherwise modify, amend or
alter the contents of the Personal Data or disclose, transfer or permit the
disclosure of any of the Personal Data to any third party unless specifically
authorised under an SLA or in writing by BA.

21.3 WNS shall ensure that it has in place and enforces appropriate technical
and organisational measures and documented procedures against unauthorised or
unlawful Processing of Personal Data and against accidental loss or destruction
of or damage to Personal Data. In relation to the matters covered by the Data
Security Measures compliance with the Data Security Measures shall be regarded
as compliance with the


                                                                         Page 47



obligation in the preceding sentence. If, in the reasonable opinion of BA, the
Data Security Measures no longer contain appropriate technical and
organisational measures to take against unauthorised or unlawful Processing of
Personal Data, then BA will amend the Data Security Measures and WNS will
implement any amendments within a reasonable timescale to be specified by BA.

21.4 Upon request from BA, WNS shall inform BA of the measures and procedures it
has in place to comply with Clause 21.3 in relation to matters not covered by
the Data Security Measures and shall make any changes and take such other
measures as BA may reasonably require to ensure that it does so comply.

21.5 WNS must implement and comply with the Data Security Measures.

21.6 WNS will, at BA's cost but calculated on a basis to be reasonably agreed
between the parties, co-operate as reasonably requested by BA to enable BA to
comply with any exercise of rights by a Data Subject under the Data Protection
Act in respect of Personal Data Processed by WNS under this Agreement, to comply
with any assessment, enquiry, notice or investigation by the UK Information
Commissioner, or to comply with BA's obligations under the Data Protection Act,
any other applicable laws relating to data protection or use of data or in
respect of the Personal Data generally. The said co-operation shall include the
provision of all Data required by BA within the timescale specified by BA.

21.7 WNS will appoint and identify to BA a named individual within WNS to act as
a point of contact for any enquiries from BA or the UK Information Commissioner
relating to Personal Data and to take responsibility for data protection
compliance.

21.8 WNS shall put and keep in place a contractually binding policy applicable
to all its employees, Permitted Contractors and temporary staff providing the
Services in the terms of Appendix A and shall enforce such policy by contractual
or disciplinary action if necessary.

21.9 WNS will not transfer the Personal Data to any country outside the European
Economic Area without the prior written consent of BA or as otherwise required
in a SLA.

21.10 Other than to the extent necessary to comply with its obligations under
this Agreement, WNS must cease Processing the Personal Data immediately upon the
termination or expiry of this Agreement or, if sooner, of the Service to which
it relates and as soon as possible thereafter return to BA the Personal Data and
any copies of it or of the information it contains and WNS shall confirm in
writing that this Clause 21.10 has been complied with in full.

21.11 WNS shall not subcontract to any third party (including any member of the
WNS Group) any Processing of Personal Data on behalf of BA or a member of the BA
Group unless the following requirements and any other applicable requirements in
this Agreement have first been complied with:


                                                                         Page 48



(a)  WNS has supplied to BA such information as BA may require to ascertain that
     the subcontractor has the ability to comply with the Seventh Principle (as
     described in the Data Protection Act); and

(b)  the subcontractor has undertaken to BA in writing to be bound by terms
     equivalent to this Clause 21 (including, without limitation, the
     requirement to comply with the Data Security Measures),

save that BA acknowledges that the criterion referred to in paragraph (a) has
been satisfied in relation to WNS India.

21.12 BA shall indemnify and keep indemnified WNS and any member of the WNS
Group, its directors, employees, and Permitted Contractors, from time to time,
in full and on demand, and keep the same so indemnified from and against all
Losses arising out of or in connection with any breach of any relevant data
protection legislation caused by:

(a)  an act or omission of BA or a member of the BA Group; or

(b)  an act or omission of WNS or any member of the WNS Group, any Permitted
     Contractor, director, manager, secretary or similar officer or employee
     thereof that is done (or omitted to be done) in accordance with the
     instructions of BA or a member of the BA Group and is not in breach of WNS'
     obligations under this Clause 21.

21.13 WNS shall indemnify and keep indemnified BA and each member of the BA
Group, its directors, employees, agents and subcontractors, from time to time,
in full and on demand, and keep the same so indemnified from and against all
Losses arising out of or in connection with any breach of any relevant data
protection legislation caused by an act or omission of WNS, any Permitted
Contractor, director, manager, secretary or similar officer or employee thereof
other than an act or omission that is:

(a)  done (or omitted to be done) in accordance with the instructions of BA; or

(b)  done in accordance with WNS' obligations under this Clause 21.

21.14 For the avoidance of doubt, in relation to each of the indemnities given
in Clauses 21.12 and 21.13 the indemnity shall not apply to criminal offences
committed by the relevant indemnified party or its officers or employees.

21.15 Where Personal Data is Processed by WNS, its Permitted Contractors or
employees under or in connection with this Agreement, WNS, its Permitted
Contractors and employees shall:

(a)  to the best of their knowledge, Process the Personal Data in accordance
     with the rights of Data Subjects under the Act and not do or permit
     anything to be done which is likely to cause BA in any way to be in breach
     of the Act; and

(b)  ensure, if Personal Data is obtained by WNS directly from a third party
     outside of the BA Group in the course of providing the Services, that any


                                                                         Page 49



     necessary consents from the Data Subjects have been obtained and any
     necessary notices have been given to enable WNS and BA to use the Personal
     Data for the intended purpose, at a cost to be agreed between the parties.

21.16 WNS shall ensure that it and its Permitted Contractors and employees have
the necessary legal authority in any country where any Processing of Personal
Data will take place under this Agreement in order to carry out the Processing,
and undertakes to comply with any data protection laws and other laws governing
the use of data which are applicable in such country.

21.17 WNS shall at its own cost permit BA, BA's agents, the UK Information
Commissioner or any other data protection authority at any time upon seven days'
written notice to have escorted access to the appropriate parts of WNS'
Premises, systems and equipment to enable BA, its agents or the relevant
authority to inspect the same and to inspect procedures, data files and
documentation for the purposes of monitoring compliance with Clause 21 of this
Agreement. Such inspection shall not relieve WNS of any of its obligations under
Clause 21.

21.18 In the event that the UK Information Commissioner or any other competent
data protection authority should determine that any term of this Agreement or
any Processing of Personal Data under this Agreement is incompatible with
applicable data protection laws, the parties will amend this Agreement or take
appropriate steps to cease or modify the Processing as soon as possible. In the
event that an amendment to this Agreement is required each party shall bear its
own costs of making the amendment. In the event that a cessation or modification
of the Processing is required, the resulting costs will be borne by WNS if the
authority's determination arose because WNS has breached its relevant
obligations under this Clause 21. In any other case where cessation or
modification is required under this clause, BA shall bear the reasonable costs
of carrying out the required cessation or modification.

21.19 For the avoidance of doubt, nothing in this clause relieves BA or any
member of the BA Group of the obligation of ensuring that its own practices
comply with the requirements of any relevant data protection legislation,
including registration and notification requirements under the Data Protection
Act.

21.20 In the event that WNS' compliance with instructions given by BA or under
an SLA would require WNS to Process Data in a manner that would place WNS in
breach of its obligations under this Clause 21, WNS shall not be required to
comply with those instructions provided that WNS promptly notifies BA of the
situation after becoming aware of it. The parties shall then discuss in good
faith what measures will need to be taken to resolve the situation.

21.21 Any reference to BA in Clauses 21.1, 21.2, 21.6, 21.9, 21.10, 21.15, 21.17
and 21.20 shall, in relation to any Processing of Personal Data controlled by
another member of the BA Group, be deemed to include a reference to that member
of the BA Group.


                                                                         Page 50


22.  DATA SECURITY MEASURES

22.1 The Data Security Measures with which WNS must comply are set out in
Schedule 7 (as amended from time to time).

22.2 At least once a year on a date agreed between the parties, WNS shall
co-operate with BA and give BA all necessary access to enable the parties to
conduct a joint security review of WNS' information technology security
arrangements (a SECURITY REVIEW).

22.3 Each Security Review shall cover such technical arrangements (such as
segregation of networks, secure gateways, secure areas for WNS staff,
partitioning of duties, auditing, monitoring and business continuity) and
acceptable levels of performance as are reasonably specified by BA. BA must act
reasonably and in a manner commensurate with its treatment of other suppliers of
similar services to BA when conducting a Security Review.

22.4 WNS shall implement within 3 months any changes required as a result of a
Security Review, and the parties will discuss in good faith how the costs of
such implementation will be allocated, save that the cost of any changes arising
from the Security Review conducted in December 2001 shall be borne by BA. Any
dispute as a result of such discussions will be handled in accordance with
Clause 26.

23.  CHANGE PROCEDURE

23.1 At any time a BA Contract Manager or a WNS Contract Manager may request a
change, to a Service and/or SLA and if such change:

(a)  is a significant change in the nature, level and/or extent of the Services
     or Service Levels or in the manner in which WNS provides or is to provide
     the Services; or

(b)  will result in a 10% increase or decrease in the aggregate Charges payable
     under the relevant SLA for a month,

(a CHANGE) it shall not be effective unless agreed by BA and WNS in accordance
with the terms herein and recorded by the BA and WNS Contracts Managers
respectively by completing and signing a Change Order and, where there are
resulting Charges or changes to Charges, a Purchase Order.

23.2 Any references in this Agreement to the Services, the Service Levels and
the information set out in the Schedules shall be deemed to be amended with any
agreed change from the date such Change is agreed and thereafter WNS shall
perform the Services on the basis of this Agreement as so amended unless
otherwise required by the Regulations.

23.3 BA or WNS may request a Change by giving notice in writing to the BA or WNS
Contract Manager (as applicable). The notice shall specify details of the
proposed Change including the proposed date of implementation.


                                                                         Page 51



23.4 BA and WNS shall negotiate amicably and in good faith to agree any Change
in accordance with the procedure set out in Clause 23.5. If a Change is required
to prevent non-compliance with the Regulations BA shall, subject to WNS giving
BA prior written notice of the same as soon as reasonably practicable, only be
entitled to refuse the Change if and to the extent that BA reasonably believes
it will not achieve the intended compliance in which case BA shall have
responsibility for ensuring its own compliance.

23.5 The procedure and timetable for implementing such change, subject to such
agreement, are as follows:

(a)  WNS shall produce an evaluation report of the proposed Change which will
     cover any resource requirements, likely implementation date (if the change
     date has not been specified by BA) and any charge or charging principle
     proposed by WNS for the implementation. Such report will be produced within
     15 Business Days of the notice of the proposed Change;

(b)  the report will be considered by BA and BA will notify WNS in writing
     within 15 Business Days of receipt of the report whether or not it agrees
     with the content of the report and/or whether or not, if the Change has not
     already been implemented, to request WNS to proceed with the proposed
     Change in accordance with the evaluation report and if required, a Purchase
     Order;

(c)  if BA and WNS agree on the implementation of the Change in accordance with
     the evaluation report, the Change, including a Change to the Charges, if
     any, shall be approved by the applicable BA and WNS Contract Managers
     completing and signing a Change Order;

(d)  if the Change includes a Change to the Charges the provisions of Clause 4.1
     shall apply;

(e)  if BA and WNS have not agreed on the implementation of the Change in
     accordance with the evaluation report within 15 Business Days of receipt of
     the report, the matter shall be dealt with pursuant to the Dispute
     Resolution Procedure. The parties shall implement any Change within 10
     Business Days of an agreement under this clause or the Dispute Resolution
     Procedure and such change will be approved by the applicable BA and WNS
     Contract Manager completing and signing a Change Order and if required, a
     Purchase Order; and

(f)  if a Change is not agreed pursuant to the Dispute Resolution Procedure or a
     Purchase Order has not been issued it shall not be implemented.

24.  SUB-CONTRACTING OF SERVICES

24.1 Subject to Clause 24.3, WNS shall not be entitled to appoint a contractor
for the provision of all or any part of the Services without the prior written
consent of BA (PERMITTED CONTRACTOR) (such consent shall not be unreasonably
withheld).


                                                                         Page 52



24.2 In the event that WNS appoints a Permitted Contractor WNS shall as between
BA and WNS be liable for the acts and omissions of the Permitted Contractor as
if they were WNS' own acts or omissions including, but not limited to,
compliance with the Service Levels and any obligations hereunder. WNS shall on
written request notify BA of any agents or contractors engaged by it to provide
the Services.

24.3 The parties agree that for the purposes of this Clause 24, a member of the
WNS Group in which the Guarantor has a 100% direct or indirect interest shall be
a Permitted Contractor.

24.4 Nothing in this Clause 24 shall override the requirements of Clause 21.11.

25.  CONTRACT MANAGEMENT

25.1 (a) The BA Contract Manager shall be the principal point of contact for WNS
     for matters arising out of, or in connection with this Agreement including,
     without limitation, managing the contractual relationship between BA and
     WNS in relation to the Services.

(b)  The WNS Contract Manager shall be the principal point of contact for BA for
     matters arising out of, or in connection with this Agreement including,
     without limitation, managing the contractual relationship between WNS and
     BA in relation to the Services.

(c)  The applicable WNS SLA Manager shall have day to day responsibility for the
     implementation and provision of the relevant Service to BA.

(d)  The applicable BA SLA Manager and applicable WNS SLA Manager shall be
     authorised representatives of BA and WNS respectively and shall each be
     empowered to act on behalf of them in connection with the provision of the
     relevant Service under an SLA except in respect of matters which are
     expressly reserved in this Agreement to any other person or group of
     persons. Except as otherwise set out in this Agreement, any notice,
     information instruction or other communication given or made to any of them
     is deemed to have been given or made to BA or WNS as the case may be. If
     there is any inconsistency between this Clause 25.1 and Clause 47, Clause
     47 shall prevail.

(e)  The WNS Contract Manager and the BA Contract Manager shall meet as often as
     set out in Clause 6.6 and otherwise communicate with each other as often as
     may reasonably be necessary in order to facilitate the efficient delivery
     by WNS of the Services.

26.  DISPUTE RESOLUTION

26.1 BA and WNS shall negotiate amicably and in good faith with a view to
resolving any question or difference which may arise concerning the
construction, meaning or effect of this Agreement and any dispute arising out
of, or in connection with, this Agreement. If any such matter or any matter to
be agreed between BA and WNS cannot be resolved amicably through negotiations
between the applicable BA SLA Manager and WNS SLA Manager then it shall in the
first instance be referred by


                                                                         Page 53



BA or WNS to a meeting to be convened between the relevant BA Senior Manager,
the BA Contract Manager, the relevant WNS Senior Manager and the WNS Contract
Manager. If any such meeting fails to result in a settlement within 20 days of
such referral to it (or it is not possible to complete such a meeting within
this period) then it shall in the second instance be referred by BA or WNS to a
meeting to be convened between Managing Director of WNS and Director of
Procurement of BA. If the meetings convened pursuant to Clause 26.1 fail to
result in a settlement within the final 20 day period referred to in that clause
(or it is not possible to complete such a meeting within this period) then:

(a)  a dispute in connection with the calculation of the charges payable
     pursuant to a potential New Contract under Clauses 20.17, 20.20 or 20.22,
     Charges, Prevailing Market Standards or a Shortfall shall be referred for
     final settlement to an independent chartered accountant qualified in
     England and Wales jointly nominated by both parties or failing such
     nomination within 10 Business Days after either party's written request to
     the other, nominated at the written request of either party by the
     President of the Institute of Chartered Accountants in England and Wales or
     any successor body to that Institute or (if he or she is unavailable) by
     his or her deputy or designate (for the purposes of that dispute, the
     EXPERT); or

(b)  a dispute in connection with the reasonableness of the terms of a potential
     New Contract under Clauses 20.20 or 20.22, or the proposed Necessary
     Parameters under Clauses 20.17 shall be referred for final settlement to an
     independent technical expert jointly nominated by both parties or failing
     such nomination within 10 Business Days after either party's written
     request to the other, nominated at the written request of either party by
     the Institute of Electrical Engineers or any successor body to that
     Institute or (if he or she is unavailable) by his or her deputy or
     designate (for the purposes of that dispute, the EXPERT); or

(c)  a dispute in connection with the reasonableness of a royalty referred to in
     Clause 19.7(b)(iii) or the allocation of costs of changes required after a
     Security Review as referred to in Clause 22.4 shall be referred for final
     settlement to an independent technical expert jointly nominated by both
     parties or failing such nomination within 10 Business Days after either
     party's written request to the other, nominated at the written request of
     either party by the Computing Services & Software Association or any
     successor body to that Association or (if he or she is unavailable) by his
     or her deputy or designate (for the purposes of that dispute, the EXPERT);
     or

(d)  any other dispute shall be dealt with in accordance with Clause 38.

26.2 The parties agree to supply the Expert with the assistance, documents and
information he/she reasonably requires for the purpose of his/her determination.
Each party shall have a reasonable opportunity to present its case to the
Expert.

26.3 BA and WNS agree that in all cases the terms of appointment of the Expert
shall include a requirement on the Expert:


                                                                         Page 54



(a)  to give his determination within 15 Business Days of his appointment or
     such other period as may be agreed;

(b)  to establish his own reasonable procedures to enable him to give his
     determination; and

(c)  to provide a written statement of his decision to the parties.

26.4 Any decision by the Expert (an EXPERT'S DECISION) shall be final and
binding on the parties in the absence of manifest error. The Expert shall act as
an expert and not an arbitrator; the Expert's Decision shall not be a
quasi-judicial procedure. The costs of the Expert shall be borne equally between
the parties, unless the Expert determines otherwise.

26.5 Subject to the terms of this Agreement, while the Dispute Resolution
Procedure is being followed, both BA and WNS shall be obliged to fulfill in full
their respective obligations under this Agreement.

27.  STAFF AND SECURITY

27.1 The parties accept that on the termination of this Agreement (whether in
whole or in respect of the provision of some or all of the Services and
howsoever occasioned) or on exercise of the Take Back Right, WNS Employees
assigned to the provision of the Services may transfer to BA or to WNS'
successor(s) assuming responsibility for providing such services, by virtue of
the Transfer Regulations and (if and to the extent the Transfer Regulations
apply) the following provisions shall apply in connection therewith:-

(a)  WNS shall perform and discharge all its obligations (whether arising under
     contract, statute or common law) in respect of those WNS Employees for its
     own account up to and including the relevant Transfer Date including,
     without limitation, discharging all costs and expenses relating to, payable
     or accruing in respect of, those WNS Employees up to and including the
     relevant Transfer Date;

(b)  WNS agrees to indemnify BA and any member of the BA Group, and WNS'
     successor(s) (with BA acting for itself and as trustee for WNS'
     successor(s)) and their directors, officers, employees, agents and
     subcontractors from time to time, in full and on demand, and keep the same
     so indemnified, from and against all losses which are made or brought
     against or incurred or suffered by BA or any member of the BA Group, WNS'
     successors or their directors, officers, employees, agents or sub
     contractors from time to time to the extent directly and solely resulting
     from the below whether or not such losses or the consequences following
     were foreseeable at the date of entering this Agreement (whether incurred
     directly by BA or any member of the BA Group or as a result of any
     indemnity in respect thereof given by BA to WNS' successor(s)):

     Losses which relate to or arise out of any act or omission by WNS or any
     other event or occurrence prior to the relevant Transfer Date and which BA
     or


                                                                         Page 55



     WNS' successor(s) may incur in relation to any Contract of Employment or
     Collective Agreement concerning any of those WNS Employees pursuant to the
     provisions of the Transfer Regulations or any such matter relating to or
     arising out of:

     (i)  WNS' rights, powers, duties and/or liabilities (including, without
          limitation, any taxation) under or in connection with any such
          Contract of Employment or Collective Agreement, which rights, powers,
          duties and / or liabilities (as the case may be) are or will be
          transferred to BA or WNS' successor(s) in accordance with the Transfer
          Regulations; or

     (ii) anything done or omitted before the relevant Transfer Date by or in
          relation to WNS in respect of any such Contract of Employment or
          Collective Agreement for any relevant WNS Employee, which is deemed by
          the Transfer Regulations to have been done or omitted by or in
          relation to BA or WNS' successor(s); or

     (iii) WNS' failure to comply with its obligations to inform and consult
          with those WNS Employees or any of them pursuant to the Transfer
          Regulations at any time; and

(c)  BA agrees to indemnify WNS and any member of the WNS Group and their
     directors, employees, agents and subcontractors from time to time, in full
     and on demand, and keep the same so indemnified, from and against all
     losses which are made or brought against or incurred or suffered by WNS or
     any member of the WNS Group or their directors, employees, agents or sub
     contractors from time to time to the extent directly and solely resulting
     from the below whether or not such losses or the consequences following
     were foreseeable at the date of entering this Agreement:

     Losses which relate to or arise out of any act or omission, breach or
     default, by BA or WNS' successor(s) either prior to or after the relevant
     Transfer Date and which WNS may incur as a result of claims for breach of
     Regulation 5(5) of the Transfer Regulations.

27.2 To facilitate such transfers and any tender process BA wishes to commence,
WNS will:

(a)  make or use all reasonable efforts to provide to BA within 6 weeks of
     receipt of written notice from BA at any time to WNS but subject to
     obtaining any necessary statutory consents, an information pack containing
     the following full and accurate details in all material respects of all WNS
     Employees: numbers of employees, details of pay and benefits (including
     pensions), length of service, terms and conditions of employment, job title
     and descriptions, documents on working hours and/or rest periods,
     disciplinary and sickness records, staff duty allocations, applicable
     collective agreements, employees on secondment, maternity leave, career
     breaks, long term sickness, or other leave of absences who are due or have
     a right to return to the Services;


                                                                         Page 56



(b)  at the request of BA use reasonable endeavours to obtain any necessary
     consents from WNS Employees;

(c)  comply fully with any obligations which fall on it pursuant to Regulation
     10 of the Transfer Regulations in respect of WNS Employees (or any of
     them).

27.3 BA shall have the right to pass the details under Clause 27.2(a) to
potential replacement service providers and to benchmarking companies, subject
to such persons entering into a confidentiality agreement with BA and subject to
obtaining any necessary statutory consents.

27.4 WNS shall not without the prior written consent of BA (such consent not to
be unreasonably withheld) during the period from any notice to terminate this
Agreement up to and including the actual date of termination, or in the six
months prior to expiry of this Agreement:

(a)  give notice to terminate, or terminate the employment of any WNS Employee;
     or

(b)  withdraw any such WNS Employee from the performance of the Services; or

(c)  recruit any person or re-deploy any other employee to work wholly or mainly
     in the provision of the Services; or

(d)  vary the contractual terms of employment (including for the avoidance of
     doubt but without limitation, the level of remuneration of the provision of
     any other benefit) of any WNS Employee.

27.5 Both parties shall endeavour to allow the other party or its agents or
subcontractors such reasonable access to premises where the Services is
performed as is necessary to enable the fulfilment of this Agreement subject to
complying with all reasonable restrictions and conditions imposed without
access, including without limitation safety and security requirements.

RECRUITMENT

(a)  WNS shall use all reasonable endeavours (to the extent it is lawful to do
     so) in its recruitment process to ensure that no WNS Employees have been
     convicted of any offence involving theft, fraud or dishonesty.

(b)  WNS shall consult regularly with BA concerning the level of security checks
     to be carried out by it or its contractors on new WNS Employees and make
     any reasonable and proper changes to its recruitment procedures reasonably
     recommended by BA as a result of such consultations.

BA SECURITY REGULATIONS

(c)  WNS will (a) ensure that all WNS Employees who are on or visit BA Premises
     are provided with a copy of and agree to be bound by, and (b) use all
     reasonable endeavours to ensure that all WNS Employees who are on or visit


                                                                         Page 57


     BA Premises have read, understood and comply with, BA's "Right of Search"
     policy and other relevant security policies published by BA and notified in
     writing to WNS from time to time prior to visiting BA Premises.

(d)  WNS shall ensure that all WNS Employees who are required to enter or leave
     any BA Premises are aware that whilst on BA Premises BA or persons
     authorised on BA's behalf may challenge persons who do not visibly display
     any proof of identity or who behave suspiciously and when they have
     reasonable grounds to do so, may stop and require WNS and/or police to
     search any WNS Employees, their vehicles and any articles they may be
     carrying with them to ascertain whether they are carrying unauthorised
     items.

(e)  In the event that any WNS Employee involved in the performance of the
     Services or in performing other services from WNS' Premises:

     (i)  is convicted of any offence involving theft, fraud or dishonesty; or

     (ii) is reasonably suspected by BA of being involved in any such offence or
          in any form of dishonesty (including theft); or

     (iii) is reasonably suspected by BA to be a person who intends to or is
          likely to enable or allow others to commit any such offence or any
          acts of dishonesty (including theft); or

     (iv) causes, or BA reasonably believes is likely to or intends to cause,
          loss or damage to BA or to its reputation; or

     (v)  unreasonably refuses to submit to a BA security search; or

     (vi) breaches WNS' security procedures or security regulations or any
          generally applicable rules or procedures in force at WNS' Premises,

     BA shall (as soon as it first becomes aware of the relevant event or
     circumstance) promptly notify WNS and WNS shall, if requested by BA, at the
     cost and expense of WNS, remove the person concerned from the performance
     of the Services.

28.  ACCESS AND RECORDS

28.1 If requested by the BA Contract Manager, WNS shall use reasonable
endeavours to provide a dedicated on site office at the relevant WNS Premises,
(the size, position and facilities as agreed between the parties) at such
charges as specified in the SLA or, if no charges are specified, at commercially
reasonable rates.

28.2 Subject to Clause 27.5(d), BA shall permit WNS Employees to have such
access at no cost to WNS to BA Premises as they reasonably require to deliver
the Services.

28.3 If specified in an SLA, BA shall be entitled at all times to have an agreed
number of its employees present at WNS' Premises (such agreement not to be


                                                                         Page 58



unreasonably withheld) for the purpose of monitoring the performance by WNS of
its obligations under this Agreement. Subject to Clause 27.2 and 27.5(b), WNS
shall afford such employees access to all areas of its operations and premises
at which the Services are provided as may be reasonably requested to enable the
employees of BA to monitor the performance by WNS of the Services.

28.4 Upon reasonable notice and during normal business hours at its office, once
per year WNS shall permit access to and provide such assistance as BA may
require to inspect, audit and review all books, time sheets, project management
documentation, standards, backup and security policies and procedures,
equipment, records, computer records, correspondence, instructions, receipts and
memoranda of WNS in relation to this Agreement. BA shall further have the right
twice per year to audit all computer code (in whatever format) used or produced
by WNS or any of its Permitted Contractors in connection with this Agreement.

28.5 WNS shall keep detailed records of all activities carried out in connection
with the provision of the Services and shall make such records available for
inspection and/or provide copies to BA and its professional advisers on the
request of the BA Contract Manager. WNS shall hold such records as are relevant
and material for a period of 3 years (or such other period as is agreed by the
parties or as may be required by law) from the date on which the relevant
Service was provided. Without prejudice to the foregoing:

(a)  WNS shall maintain books of accounts in relation to the provision of the
     Services to BA (ACCOUNTING RECORDS);

(b)  BA shall be permitted to carry out audit reviews of the Accounting Records
     at BA's expense (save in a case where an overpayment of Charges, Expenses
     or Shortfall is revealed in which event such review will be at the expense
     of WNS) and shall use all reasonable endeavours to minimise any disruption
     to WNS in respect thereof. To this end WNS shall allow BA and its
     professional advisers necessary access on 3 Business Days prior written
     notice during normal business hours on any Business Day and, for this
     purpose, to any premises at which such records are located;

(c)  BA and its professional advisers will have such access to WNS' Premises on
     3 Business Days prior written notice during normal business hours on any
     Business Day as is reasonably necessary to be able to audit the adequacy of
     WNS' controls over the management, development and provision of the
     Services, except that no such prior written notice shall be required for
     audits into the performance of Service Levels;

(d)  WNS shall use reasonable endeavours to procure that BA's rights set out in
     Clause 28.5(b) and 28.5(c) shall be incorporated into those contracts with
     Permitted Contractors into which WNS may enter in connection with the
     provision of the Services; and

(e)  WNS shall ensure that it has at all times adequate systems and procedures
     to identify, locate and quantify any equipment, goods or property issued to
     it by or on behalf of BA to provide the Services to BA.


                                                                         Page 59



REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.

28.6 WNS will at BA's cost cooperate fully with any reasonable requirements of
BA Investigations or BA Internal Audit provided that WNS will not be liable for
any failure to provide the Services if such failure is as a direct result of its
complying with such requirement unless an investigation reveals that WNS was in
material breach of this Agreement or as a result of overcharging by WNS.

29.  TRAINING

29.1 WNS shall be responsible for the costs of the following training in
relation to the Services:

- -    generic industry skills training;

- -    induction training; and

- -    any refresher training required following the BA Training.

29.2 In relation to an Additional Service or following a Change to an Existing
Service or WNS Group Service, BA shall be responsible for the cost (including
travel, accommodation and reasonable out-of-pocket expenses) of training (the BA
TRAINING) a reasonable number of WNS Employees (for the purposes of this clause,
the WNS TRAINERS) to permit it to comply with the Service Levels set out in the
relevant SLA. If the parties agree that a New Service is the same or
substantially the same as a Service no further training will be provided under
this Clause 29.2.

29.3 Once BA has provided the BA Training if applicable, WNS shall be
responsible for the cost (including travel, accommodation and reasonable
out-of-pocket expenses) for the training of further WNS Employees at a rate of
****** *** *** per BA Employee providing the BA Training.

30.  TAKE BACK RIGHTS

30.1 WNS hereby grants to BA a right (the Take Back Right) to purchase the Take
Back Business in accordance with this Clause 30.

30.2 BA shall only be entitled to exercise the Take Back Right pursuant to this
Clause 30 if the following conditions are satisfied:

(a)  a Take Back Notice has been served on WNS in accordance with Clause 30.3 on
     or before the date falling eighteen (18) months after the Effective Date;
     and

(b)  there has been a persistent and catastrophic failure by WNS to deliver the
     Services to the BA Group at any time during the period of 18 months from
     the date of this Agreement (other than failures beyond the control of WNS
     including Force Majeure or failure of the external telecommunications
     infrastructure or other utilities) and whether or not constituting a
     material breach of this Agreement for the purposes of Clause 13.

30.3 If BA wishes to exercise the Take Back Right, BA must serve a notice (a
TAKE BACK NOTICE) in writing on WNS. The Take Back Notice shall:


                                                                         Page 60



(a)  set out the price proposed by BA as the Fair Take Back Price; and

(b)  identify the event(s) or circumstance(s) which constitute(s) persistent and
     catastrophic failure of delivery of the Services.

30.4 WNS and BA shall negotiate in good faith for the period of ten (10)
Business Days after receipt by WNS of the Take Back Notice from BA with a view
to agreeing the Fair Take Back Price.

30.5 If WNS and BA have not agreed the Fair Take Back Price within ten (10)
Business Days of the date upon which WNS received the Take Back Notice from BA
an independent third party shall be appointed by agreement between the parties
to determine the Fair Take Back Price. If the parties are unable to reach
agreement on the identity of a suitable third party within five (5) Business
Days, either party shall be entitled to request the President for the time being
of the Institute of Chartered Accountants of England and Wales to appoint an
internationally recognised accounting firm other than Ernst and Young or Arthur
Andersen (the FIRM) to determine the Fair Take Back Price.

30.6 The Firm shall act on the following basis:

(a)  the Firm shall act as an expert and not as an arbitrator;

(b)  the Firm shall be instructed to notify the parties of its determination
     within twenty (20) Business Days of its appointment;

(c)  the Firm's determination shall, in the absence of fraud or manifest error,
     be final and binding upon the parties and shall be deemed to constitute the
     Fair Take Back Price; and

(d)  the parties shall each pay one half of the Firm's costs.

30.7 The parties shall promptly provide the Firm with all information in their
respective possession or control relating to the Take Back Business (and shall
provide such co-operation and assistance) as the Firm may reasonably require for
the purposes of its determination. Each party shall be entitled to present to
the Firm such evidence as it reasonably believes is relevant to determining the
Fair Take Back Price.

30.8 Any dispute regarding whether the event(s) or circumstance(s) identified by
BA in the Take Back Notice which constitute persistent and catastrophic failure
of delivery of the Services in accordance with Clause 30.2(b) shall be dealt
with in accordance with Clause 26.

30.9 If the event(s) and circumstance(s) leading to a persistent and
catastrophic failure of delivery of the Services are rectified prior to
completion of the sale and purchase of the Take Back Business and provided that
BA has not exercised its right (if any) to terminate this Agreement under Clause
13 (whether in respect of the matter causing persistent and catastrophic breach
or otherwise) the Take Back Notice shall lapse and this Agreement (including,
without limitation, this Clause 30) shall continue with full force and effect as
if the Take Back Right had never been exercised.


                                                                         Page 61



30.10 Subject to Clause 30.9 in the event that BA exercises the Take Back Right:

(a)  WNS shall be bound to sell or procure the sale by the relevant member of
     the WNS Group and BA shall be bound to purchase the Take Back Business at
     the Fair Take Back Price and completion of the sale and purchase of the
     Take Back Business shall take place on the date falling twenty (20)
     Business Days after the later of the date on which the Fair Take Back Price
     was agreed or determined or the date on which any consent or approval
     required in accordance with Clause 30.12 is obtained (the TAKE BACK DATE)
     at the registered office of WNS (or such other place as the parties may
     agree); and

(b)  WNS will provide BA with such assistance as is reasonably requested by BA,
     including assistance required by each Disengagement Plan in accordance with
     Clause 14.

30.11 Nothing in Clause 30.10 or any Disengagement Plan shall be construed so as
to require WNS to provide, licence the use of, or otherwise make available any
item (including the WNS Manuals) the Intellectual Property Rights in which
belong to WNS, other than on the terms set out in Clauses 19.5 and 19.6.

30.12 In the event that full effect cannot be given to the provisions in this
Clause 30 without the prior consent or approval of any Regulatory Authority and
it has not been possible to obtain such consent or approval on or before the
Take Back Date, that date shall be postponed until such time as it has been
possible to obtain such consent or approval.

30.13 Each of the parties undertakes to use all reasonable endeavours to ensure
that any consents or approvals of any Regulatory Authority which are required to
give full effect to the provisions of this Clause 30 are obtained as soon as
reasonably practicable after the date of service of the Take Back Notice.

30.14 On completion of the sale and purchase of the Take Back Business, this
Agreement (save for the provisions of this Clause 30) shall terminate in
accordance with Clause 13.9.

30.15 The exercise by BA of the Take Back Right shall be without prejudice to
any other rights or remedies which BA may have in respect of any fact, matter or
circumstance permitting the exercise by BA of the Take Back Right whether under
this Agreement or otherwise.

TRANSFER OF ASSETS/EMPLOYEES

30.16 On the Take Back Date, WNS shall:

(a)  sell the Take Back Business to BA (or its nominee) on terms that BA shall
     get such right, title and interest in the assets comprised in the Take Back
     Business at the Effective Date as WNS had at the Effective Date and shall
     purchase the remainder of the Take Back Business free from all security
     interests, options, equities, claims or other third party rights (including
     rights of pre-emption); and


                                                                         Page 62



(b)  transfer to BA (or its nominee) the Take Back Employees;

and BA shall pay WNS the Fair Take Back Price in cash to an account nominated by
WNS in writing.

30.17 If for any reason the contracts of employment of any of the Take Back
Employees are not automatically transferred to BA pursuant to the Transfer
Regulations or the proviso to 25FF of the Indian Industrial Disputes Act 1947,
BA shall offer to employ such Take Back Employees forthwith on terms and
conditions no less favourable to the Take Back Employees than the terms on which
they were employed immediately prior to the Take Back Date and WNS or the WNS
Group shall terminate the contracts of employment of any such Take Back Employee
on submission of their resignation from WNS or WNS Group employment.

30.18 BA shall be entitled by notice in writing to WNS to require WNS:

(a)  subject to any third party consent, approval or waiver required, to assign
     or novate to BA, in each case with effect from the Take Back Date, and at
     BA's cost, any third party contracts to which WNS is a party (including,
     without limitation, property leases and software and other information
     technology licences) which constitute part of the Take Back Business; and

(b)  to use its reasonable endeavours to obtain the consent, approval or waiver
     of any third party required to effect such assignment or novation.

30.19 Unless and until any relevant contract is novated or assigned in
accordance with Clause 30.18, or if necessary, the consent, approval or waiver
of any third party required to effect such assignment or novation is obtained,
WNS shall receive and hold the benefit of the relevant contract as trustee on
trust for BA with effect from the Take Back Date.

INDEMNITIES

30.20 Unless and until any relevant contract is novated or assigned in
accordance with Clause 30.18, BA shall perform all the obligations of WNS under
any such contracts in accordance with their terms and conditions as
sub-contractor to WNS, provided that sub-contracting is permissible under the
terms of such contracts and, where sub-contracting is not permissible, BA shall
perform the contracts as agent for WNS and, subject to Clause 16, shall
indemnify and keep indemnified WNS on an after-tax basis against all costs,
claims and damages in respect thereof save to the extent that such costs, claims
and damages are as a result of any wilful or negligent acts (but not omissions)
on the part of WNS or any member of the WNS Group.

30.21 Nothing in this Clause 30 shall require WNS to assume any liability for
any breach of contract, negligence, breach of duty or other circumstance giving
rise to liability to any third party if and to the extent that such liability is
attributable to any act, neglect or default of BA or any member of the BA Group
in the course of the Take Back Business after the Take Back Date.


                                                                         Page 63



30.22 Subject to Clause 16, BA shall indemnify WNS against any liability which
WNS may incur in respect of any such act, neglect or default as set out in
Clause 30.21 (and all costs reasonably incurred by WNS in connection therewith).

30.23 Nothing in this Clause 30 shall require BA to assume any liability for any
breach of contract, negligence, breach of duty or other circumstance giving rise
to liability to any third party if and to the extent that such liability is
attributable to any act, neglect or default of WNS or any member of the WNS
Group in the course of the Take Back Business prior to the Take Back Date.

30.24 Subject to Clause 16, WNS shall indemnify BA against any liability which
BA may incur in respect of any such act, neglect or default as set out in Clause
30.23 (and all costs incurred reasonably by BA in connection therewith).

FURTHER ASSURANCE/INTENT

30.25 The parties acknowledge that it is their intention that this Clause 30
should operate and be interpreted in such a way as to give BA the right and
ability to carry out the Services for members of the BA Group, on its own behalf
and for its own benefit.

30.26 BA undertakes to WNS that if it acquires the Take Back Business in
accordance with this Clause 30, it will not use such business to provide any
Services for any third parties (other than to members of the BA Group or
Franchisees) for a period of two years following the Take Back Date in:

     (i)  the UK; and

     (ii) India; and

     (iii) the United States; and

     (iv) Europe; and

     (v)  the Americas; and

     (vi) Asia; and

     (vii) any other country in the world.

30.27 BA acknowledges and agrees that the application of the restriction in
Clause 30.26 is no greater than is reasonable and necessary for the protection
of the interests of WNS but that, if any such restriction shall be adjudged by
any court of competent jurisdiction to be void or unenforceable but would be
valid if part of the area thereof was reduced, the said restriction shall apply
within the jurisdiction of that court with such modifications as may be
necessary to make it valid and effective.

30.28 WNS agrees (so far as it is legally able and permitted to do so) to
perform all further acts and things and execute and deliver such further
documents, as BA may reasonably require, whether on or after Take Back Date, for
the purpose of vesting in BA the right and title to the Take Back Business.


                                                                         Page 64



30.29 The parties undertake to use their respective reasonable endeavours to
ensure that the transfer of the Take Back Business should be effected in a tax
efficient manner.

30.30 After exercise of the Take Back Notice, WNS shall use reasonable
endeavours to provide BA with any information it may reasonably require from
time to time regarding the operation and conduct of the Take Back Business,
including, without limitation, by making its books, records and staff (to the
extent that they contain some information about or have knowledge of the Take
Back Business) available to BA on reasonable notice.

COMPANY'S GROUP

30.31 If some or all of the assets, rights, contracts or employees which
constitute the Take Back Business involve, or are owned or employed by other
members of WNS' Group, WNS shall procure that such companies comply with the
terms of this clause, as if they were named as a party hereto in place of WNS.

31.  APPLICABILITY AND APPLICATION PROCESS FOR DUTY TRAVEL

31.1 WNS Employees shall only carry out overseas travel for BA in accordance
with the SLA and the BA Travel Policy set out in Schedule 4.

32.  PARENT COMPANY GUARANTEE

32.1 The Guarantor unconditionally and irrevocably guarantees as a continuing
obligation the proper and punctual performance by WNS of all its obligations as
set out in this Agreement and any document entered into in accordance with it.

32.2 The Guarantor's liability as set out in this Agreement shall not be
discharged or impaired by:

(a)  any amendment to or variation of this Agreement, or any waiver of its
     terms, or any assignment of this Agreement or any part of it, in each case
     in accordance with this Agreement;

(b)  any release of, or granting of time or other indulgence to, WNS or the
     existence or validity of any other security taken by BA in relation to this
     Agreement or any enforcement of or failure to enforce or the release of any
     such security;

(c)  any winding up, dissolution, reconstruction, arrangement or reorganisation,
     legal limitation, incapacity or lack of corporate power or authority or
     other circumstances of, or any change in the constitution or corporate
     identity or loss of corporate identity by WNS (or any act taken by WNS in
     relation to any such event); or

(d)  any other act, event, neglect or omission whatsoever (whether or not known
     to WNS or the Guarantor) which would or might (but for this clause) operate
     to


                                                                         Page 65



     impair or discharge the Guarantor's liability under this clause or to
     afford the Guarantor any legal or equitable defence to its obligations
     under this clause.

33.  CONFIDENTIALITY

33.1 Each party undertakes to the other that it shall keep confidential,
including taking such measures as may be necessary to prevent unauthorised
access to, (and shall ensure that its directors, officers, employees, and
Permitted Advisers keep confidential) any information and/or documentation:

(a)  which it may have or acquire (whether before or after the date of this
     Agreement) in relation to the customers, business, assets or affairs of the
     other party; or

(b)  which relate to the contents or subject matter of this Agreement (or any
     agreement or arrangement entered into pursuant to this Agreement).

Neither party shall (other than for the proper performance of its obligations
under this Agreement) use for its own business purposes or disclose to any third
party any such information (collectively CONFIDENTIAL INFORMATION) without the
prior written consent of BA or WNS, as the case may be.

33.2 The obligations of confidentiality under Clause 33.1 shall not apply to:-

(a)  information which is independently developed by the receiving party or
     acquired from a third party to the extent it is acquired with the right to
     disclose the same;

(b)  the disclosure of information required to be disclosed by law, any stock
     exchange regulation or any binding judgment, order or requirement of any
     court or other competent authority;

(c)  the disclosure of information to any tax authority to the extent reasonably
     required for the purposes of the tax affairs of the party concerned or any
     member of its Group;

(d)  information which becomes within the public domain (otherwise than as a
     result of breach of this Clause 33 by the receiving party);

(e)  any announcement made in accordance with the terms of Clause 45;

(f)  the disclosure of information relating to WNS' Employees by BA to any
     potential replacement supplier pursuant to Clause 27, or any persons
     referred to in Clause 28.3, provided that such parties shall agree with BA
     and WNS to keep such information confidential in accordance with the
     provisions of this Clause 33; or

(g)  information required to enable a party to enforce its rights or remedies
     under this Agreement.


                                                                         Page 66



33.3 Each party shall inform (and shall procure that any of its Affiliates shall
inform, where applicable) any of its directors, officers, employees or any
Permitted Advisers advising it in relation to the matters referred to in the
Agreement, and any third party to whom it provides Confidential Information in
accordance with the terms of this Clause 33, that such information is
confidential and shall instruct them:-

(a)  to keep it confidential; and

(b)  not to disclose it to any third party (other than those persons to whom it
     has already been disclosed in accordance with the terms of this Agreement).

The disclosing party shall remain responsible for any breach of this Clause 33
by persons to whom it has disclosed Confidential Information.

33.4 Where disclosure is made pursuant to Clause 33.2(b) or 33.2(c), such
disclosure will only be made:

(a)  after prior consultation with BA or WNS, as the case may be, as to the
     terms of such disclosure; and

(b)  only to the person or persons and in the manner required by law or as
     otherwise agreed between the parties.

33.5 Subject to Clause 33.3, a party shall, for the avoidance of doubt, be
entitled to disclose Confidential Information, subject to and in accordance with
the provisions of this Clause 33, to its directors, officers, employees or
Permitted Advisers.

33.6 To the extent that Confidential Information of either BA or WNS is no
longer required by the other party to enable it to perform its obligations or
exercise its rights hereunder, such other party shall, and shall use all
reasonable endeavours to procure that its officers, agents, employees,
consultants, sub-contractors and representatives shall either destroy or return
such Confidential Information together with any copies, notes, transcriptions or
records thereof in its control, power or possession to the disclosing party
forthwith upon demand but in any event shall return or on the request of the
disclosing party destroy the disclosing party's Confidential Information and all
copies of the same upon the termination of this Agreement or as otherwise
required by any law or regulation.

34.  FORCE MAJEURE

34.1 If any party is prevented, hindered or delayed from or in performing any of
its obligations under this Agreement (other than an obligation to pay money) by
Force Majeure, then:

(a)  that party's obligations under this Agreement shall be suspended for so
     long as the Force Majeure continues and to the extent that that party is so
     prevented, hindered or delayed, subject always to complying with this
     clause;

(b)  as soon as reasonably possible and in any event within one (1) day after
     commencement of the Force Majeure, that party shall notify the other party
     in


                                                                         Page 67



     writing of the occurrence of the Force Majeure and the date of commencement
     of the Force Majeure and within 7 Business Days of such notification,
     advise the other party of the effects and likely duration of the Force
     Majeure on its ability to perform its obligations under this Agreement;

(c)  that party shall use all reasonable efforts to mitigate the effects of the
     Force Majeure upon the performance of its obligations under this Agreement;
     and

(d)  as soon as reasonably possible and in any event within three (3) days of
     cessation of the Force Majeure, that party shall notify the other party in
     writing of the cessation of the Force Majeure and shall resume performance
     of its obligations under this Agreement.

34.2 Subject to Clause 19.23, if any Force Majeure preventing WNS from providing
any or all of the Services in accordance with this Agreement prevails for a
continuous period in excess of 30 days or 60 days in aggregate in any period of
12 months, then BA shall be entitled to terminate this Agreement in respect of
the provision of the affected and related Services by giving not less than 5
Business Days' notice in writing to the other party, save that BA shall not be
entitled to terminate this Agreement pursuant to this Clause 34.2 as a result of
the Link Network becoming unavailable prior to the SITA Date due to the terms of
or the withdrawal by the Indian Government of a licence (or other regulatory
permission) granted to SITA in respect of the Link Network unless such
unavailability relates to the provision of services by the Company to BA or any
other party which were not being provided immediately prior to the Effective
Date.

34.3 Neither party shall not be entitled to rely on Force Majeure or Clauses
34.1 and 34.2 to excuse it from its back up and disaster recovery obligations
under this Agreement, or its obligations under Clause 20.30 (unless the Force
Majeure prevents either party from complying with its obligations under Clause
20.30).

35.  TAXATION

Subject to Clause 11.10, the parties shall each be solely responsible for any
taxation liability of any kind which may arise on it pursuant to this Agreement
or any SLA or Purchase Order, including but not limited to any such liability in
respect of WNS' or BA's respective employees, agents or sub contractors and for
complying with all applicable tax Regulations.

36.  SOLICITATION

Neither party shall seek to induce any employee of the other party that is
directly associated with a Service and with whom it comes into contact in the
course of this Agreement to leave the other party's employment, nor shall it
offer employment of any kind in any capacity to any such person(s) at any time
during the duration of the provision of the service or within six calendar
months after the termination of the provision of that Service, without the
express prior written permission of the other party (acting in its absolute
discretion) save that this Clause 36 shall not prohibit a party from employing a
person who responds to a general advertisement by that party


                                                                         Page 68



and shall be without prejudice to the obligations of WNS under any Disengagement
Plan.

37.  ASSIGNMENT

37.1 This Agreement is personal to the parties. Accordingly, no party shall,
(except as may be provided in this clause or Clause 24) without the prior
written consent (which shall not be unreasonably withheld) of the others:-

(a)  assign, sub-contract, transfer or in any way deal with the legal,
     beneficial or other interest arising in respect of any of its rights or
     obligations under this Agreement;

(b)  hold on trust all or any of its rights under this Agreement, or do anything
     which permits or may permit all or any of its rights under this Agreement
     to comprise or be deemed to comprise trust property or to be exercised by
     or for the benefit of any third party; or

(c)  purport to do any of the above.

37.2 A person who is not a party to this Agreement (including any employee,
officer, agent, representative or subcontractor of either party but excluding
members of the BA Group) shall have no right (whether under the Contracts
(Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this
Agreement which expressly or by implication confers a benefit on that person
without the express prior agreement in writing of the parties which agreement
must be referred to this clause. The parties may vary or cancel this Agreement
by agreement between them without requiring the consent of any other third
party.

38.  LAW AND JURISDICTION

38.1 This Agreement and any dispute, claim suit or action or proceeding arising
out of or in connection with it shall be construed in accordance with and
governed by the laws of England.

38.2 The parties hereby irrevocably agree that the courts of England shall have
exclusive jurisdiction to hear and decide any proceedings (including claims for
set-off and counterclaim) which may arise out of or in connection with the
creation, validity, effect, interpretation or performance of, or the legal
relationships established by this Agreement and, for these purposes, each party
hereby irrevocably submits to the jurisdiction of the courts of England.

39.  FURTHER ASSURANCES

39.1 Each party undertakes to the other that (so far as it is legally able and
permitted to do so) it will do or procure to be done all such further acts and
things, execute or procure the execution of all such other documents and
exercise all voting rights and powers, direct and indirect, available to it in
relation to any person and any company so as to ensure the punctual fulfilment,
observance and performance of the


                                                                         Page 69



provisions of this Agreement (and the other agreements referred to in this
Agreement) and generally that full effect is given to the principles set out in
this Agreement.

40.  WAIVER

40.1 No failure of any party to exercise, and no delay by it in exercising any
right, power or remedy in connection with this Agreement (each a RIGHT), will
affect that Right or operate as a waiver of that Right, nor will any single or
partial exercise of any Right preclude any other further exercise of such Right
or the exercise of any other Right. Any express waiver of any breach of this
Agreement shall not be deemed to be a waiver of any subsequent breach.

40.2 Except as otherwise provided for in the Agreement, the Rights provided for
in this Agreement are cumulative and not exclusive of any rights, powers and
remedies provided by law.

41.  WHOLE AGREEMENT

41.1 This Agreement supersedes any previous written or oral agreements between
the parties in relation to the matters dealt with in this Agreement and
specifically supersedes those agreements expressed to be superseded in the SLAs,
including the framework agreement(s) and general services agreement(s) which
were in force prior to this Agreement, which the Existing SLAs were subject to,
and together with the Investment Agreement and Transitional Services Agreements
constitutes the whole agreement between the parties relating to the subject
matter of this Agreement at the date hereof to the exclusion of any terms
implied by law which may be excluded from this Agreement. Each of the parties
represents that it has not entered into this Agreement in reliance on any
representation, warranty, undertaking or other statement, expressed or implied,
oral or in writing, given or made by or on behalf of any party except in so far
as it is expressly set out in this Agreement or the Investment Agreement. This
Clause 41 shall not apply to any representation, undertaking, warranty or
statement made fraudulently or which was induced by fraud.

42.  AGENCY OR PARTNERSHIP

Nothing in this Agreement (nor any of the arrangements contemplated hereby)
shall constitute or be deemed to constitute a partnership between the parties
hereto or constitute any party as agent for or employee or agent of another for
any purpose whatsoever save as expressly set out herein, and no party shall have
the authority or power to bind any other party or to contract in the name of or
create a liability of any other in any way or for any purpose unless expressly
agreed to by the parties in the SLAs.

43.  COUNTERPARTS

This Agreement may be entered into in any number of counterparts all of which
taken together shall constitute one and the same instrument. Any party may enter
into this Agreement by signing any such counterpart.


                                                                         Page 70



44.  COSTS

Each party shall bear all costs incurred by it in connection with the
preparation, negotiation and entry into this Agreement and the documents to be
entered into pursuant to it.

45.  PUBLICITY

Subject to the requirements of law or the rules of any recognised stock
exchange, no public announcement, press release or circular relating to this
Agreement or the arrangements to be performed pursuant to it shall be made or
issued by or on behalf of any party without the prior written approval of the
others, except that BA and its Affiliates may be included in WNS' published
client list.

46.  INVALIDITY

46.1 If any provision in this Agreement or any document to be entered into
pursuant to or in connection with it shall be held to be illegal, invalid or
unenforceable, in whole or in part, under any enactment or rule of law of any
jurisdiction, such provision or part shall to that extent be deemed not to form
part of this Agreement but the legality, validity and enforceability of the
remainder of this Agreement shall not be affected.

46.2 The parties shall nevertheless negotiate in good faith in order to agree
the terms of a mutually satisfactory provision which achieves, as nearly as
possible, the same commercial effect to be substituted for any provision so
found to be void or unenforceable.

47.  NOTICES

47.1 Any notice, claim or demand required to be served under or in connection
with this Agreement shall be sufficiently given served or delivered to the
relevant party at the address or fax number specified below (or such other
address or fax number as one party may from time to time notify to the others in
accordance with this Agreement).

     If to BA:

     Attention: Procurement Contracts Manager Commercial/Sales

     BA Plc
     Waterside (HEB3)
     PO Box 365
     Harmondsworth
     UB7 0GB

     and the BA Notice Address applicable to the Service to which the notice
     relates

     TEL No.: 020 8738 5828


                                                                         Page 71



     Fax No.: 020 8738 9623

     If to WNS Attention: Jeremy Young
     Almack House 28 King Street
     St James's London
     SW1Y 6QW

     and a copy to both:

     Attention: Steve Dunning
     Block C Cranebank (S561)
     PO Box 10 Silver Jubilee Way
     Hounslow
     Middlesex TW6 2JA
     Fax No.: 020 8562 2066

     Attention: James Wood
     Freshfields Bruckhaus Deringer
     65 Fleet Street
     London EC4Y 1HS
     Fax No: 020 7832 7001

     and the WNS Notice Address applicable to the Service to which the notice
     relates.

47.2 Any such notice shall be in writing and shall be delivered by hand or sent
by pre paid post (airmail where applicable), by facsimile or by courier and, if
delivered by hand or courier, shall conclusively be deemed to have been given or
served at the time of delivery, if sent by facsimile shall conclusively be
deemed to have been received on the next Business Day (provided a successful
transmission report has been produced) and if sent by post, shall in the absence
of relevant strike action conclusively be deemed to have been received 3
Business Days from the time of posting or 15 Business Days if sent by airmail
post. PROVIDED THAT where, in the case of delivery by hand or by fax such
delivery or transmission occurs after 6pm on a


                                                                         Page 72



Business Day or on a day which is not a Business Day, service shall be deemed to
occur at 9am on the next following Business Day. References to time in this
Clause are to local time in the country of the addressee.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first
mentioned above.


                                                                         Page 73



                                   SCHEDULE 1
                      STANDARD TERMS FOR SUPPLY OF SERVICES
     [SLA template to be completed for any Service supplied to BA after the
             Commencement Date & incorporated into a Change Order]

                               [TITLE OF SERVICES]
                             REFERENCE: [REFERENCE]

OVERVIEW:    This SLA sets out the Services that WNS shall provide to BA and, in
             particular, [BA Group member] for [title of services] and the
             Service Levels to which such Services shall be performed. This SLA
             is executed pursuant to the Framework Agreement between BA and WNS
             dated [_____] 2002 (the AGREEMENT), the terms and conditions of
             which apply to this SLA except where stated otherwise.

DEFINITIONS: The definitions set out in the Agreement and the relevant WNS
             Manuals and any manuals supplied by BA and agreed by the parties
             shall apply to this SLA. In addition, the following terms have the
             meanings set out below:

             [No additional definitions.] [SECTION 1]

A.   SERVICES (Clause 3.1)

A.1  Description

WNS shall perform the following Services:

- -    [SECTION 2];

in each case as more particularly described in the [specify relevant WNS Manuals
or manual supplied by BA].

A.2  Service Availability

The Services will be available as follows:

[Set out shift pattern or availability, broken down by work type if desired]

B.   SERVICE LEVELS (Clause 12)

B.1  Description (Clause 12.1)

WNS shall provide the Services in accordance with the following Service Levels:



 WORK TYPE     TURNAROUND     ACCURACY
- -----------   -----------   -----------
                      
[SECTION 3]   [SECTION 4]   [SECTION 4]


B.2 Assessment (Clause 12.2(a), 12.7, 12.9)[WNS shall perform quality checks on
at least [5%] of [each] Work Type set out in the table above.] [SECTION 5] [For
the purposes of assessing compliance with the Service Levels:]


                                                                         Page 74



REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.

- -    [All turnaround times are to be measured from the time when [the work type]
     becomes accessible to/received by WNS [via specify BA System]];

- -    [All required quantities of output are subject to BA providing at least the
     corresponding volume of input];

- -    ["Accuracy" means describe criteria];

- -    [List any other factors relevant to assessment].

[WNS' performance of the Services may also be monitored and assessed as follows:
describe.]B.3 Recovery Procedures (Clauses 12.2(b), 12.3, 12.15)

[No specific recovery procedures [other than the Recovery Procedure] apply save
as set out in [specify and relevant WNS Manuals and/or manuals supplied by BA].]
[SECTION 6]

The Recovery Procedure set out in Clauses 12.14 and 12.15 of the Agreement
[shall not apply][or applies [in relation to specify Services or
circumstances]]. [SECTION 7]

C.   MEETINGS AND REPORTING

C.1  SLA Manager Meeting (clauses 6.6, 6.2)

The BA SLA Manager and the WNS SLA Manager shall review this SLA and the
performance of the Services under it on a [regular] [or insert agreed frequency]
basis

As part of that review, the SLA Managers will discuss any improvements
identified by BA, or by WNS as part of its continuous improvement policy.

C.2  Performance Assessment Report (Clauses 6.8, 12.7)

WNS is to provide a Performance Assessment Report to the BA SLA Manager [each
month] [or describe frequency] in the form set out in Schedule 3 Part A of the
Agreement][or specify form or that no such report is required].

C.3  Commercial Report (Clause 6.9)

WNS is to provide a Commercial Report to the BA Contract Manager each month, in
the form [set out in Part B of Schedule 3 of the Agreement] [or specify form or
that no such report is required].

C.4  Other Reports

[None.] [or, specify Service-specific reports whose contents are not covered by
the Performance Assessment Report or the Commercial Report.]

D.   CHARGES

D.1  Basis (Clause 9)

[For MPE] The Services shall be charged on a Fixed MPE Per Annum basis, at an
initial rate of ******* per Fixed MPE Per Annum.


                                                                         Page 75



REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.

[For UTP] The Services shall be charged on a UTP basis, at the initial rates set
out in the following table:



 WORK TYPE    UTP (IN PENCE STERLING)
 ---------    -----------------------
           
[SECTION 3]            [UTP]


D.2  Overtime (Clause 9.12, 9.13)

WNS shall be entitled to charge overtime in accordance with the Agreement.

[For the purposes of assessing whether overtime is required, the Normal
Clearance Rate for [each of] the Service is set out in the following table:
(delete table if not applicable or if UTP pricing applies)]



 WORK TYPE    NORMAL CLEARANCE RATE
 ---------    ---------------------
           
[SECTION 3]        [SECTION 9]


D.3  Additional Expenses (Clauses 6.4, 9.9, 9.10, 29.2)

[No pre-approved expenses apply. Additional expenses are to claimed in
accordance with the Agreement.]

[or insert any pre-approved expenses (such as Equipment, Additional Hardware,
Additional Software or BA Training), and the basis on which it will be charged
to BA]

[Where applicable: An additional charge to BA of [***** per annum or specify
other amount] shall apply in relation to the dedicated on-site office at
[specify WNS Premises] referred to below.]

D.4  Service Credits (Clauses 3.3, 12.10, 12.12, 12.13)

[The parties must agree any appropriate Service Credits as soon as reasonably
practical, and in any event within 6 months of the Effective Date. The
principles applicable to the Service Credits mechanism are set out in Schedule
11 of the Agreement][or once agreed, replace with specific formula/events]
[SECTION 10]

D.5  Service Bonuses (Clauses 3.3, 12.11, 12.12, 12.13)

[The parties must agree any appropriate Service Bonuses as soon as reasonably
practical, and in any event within 6 months of the Effective Date. The
principles applicable to the Service Bonuses mechanism are set out in Schedule
11 of the Agreement][or once agreed, replace with specific formula/events]
[SECTION 10]

E.   DURATION

E.1  Commencement (Clauses 3.1, 2.2)

This SLA is deemed to have started on the [Effective Date] [or earlier date] and
shall remain valid until revised or replaced in accordance with the Agreement,
or until it expires or is terminated in accordance with the Agreement [where
applicable or the additional termination provisions set out below].


                                                                         Page 76



E.2  Termination (Clauses 13.4, 13.5, 13.6, 13.9(f), 13.10(f))

[No additional termination provisions apply to those set out in the Agreement].
[SECTION 11]

F.   PERSONNEL

F.1  Party Representatives

BA CONTRACT MANAGER: (Clause 25.1)    WNS CONTRACT MANAGER: (Clause 25.1(b))
[As per the Agreement]

BA SENIOR MANAGER:                    WNS SENIOR MANAGER:
[Name]                                [Name]
[Contact details]                     [Contact details]

BA SLA MANAGER:                       WNS SLA MANAGER: (Clause 25.1(c))
[Name]                                [Name]
[Contact details]                     [Contact details]

BA STAFF AT WNS PREMISES:             WNS KEY PERSONNEL: (Clause 5.6)
(Clause 28.3)                         (in addition to the WNS Contract Manager)
[Not applicable.]                     [None.]

                                      PERMITTED CONTRACTORS: (Clause 24 and
                                      21.11 addition to members of the WNS
                                      Group) [SECTION 15
                                      [None at present.]

[F.2 Fixed MPE Per Annum Allocation

[number] Fixed MPEs Per Annum shall be engaged by WNS to perform the Services
[if applicable, distributed as follows: list breakdown of MPE by Service and/or
position within WNS hierarchy].] [Delete for UTP Services]

G.   CORRESPONDENCE

G.1  Invoices

INVOICE ADDRESS: (Clause 11.1)        COPY INVOICE ADDRESS: (Clause 11.1)
British Airways Plc                   [As per BA SLA Manager contact address]
Purchase Ledger Section
Odyssey Business Park (R74)
1st Floor Athene
West End Road
Ruislip, Middlesex
HA4 6QF

FORM FOR INVOICES (Clauses 11.1,      FORM FOR CLAIMING DUTY TRAVEL [AND
11.2)


                                                                         Page 77



                                      OTHER] EXPENSES, (Clauses 11.1, 11.3,
                                      31.1)

Invoices must be in writing.          Duty travel expenses are to be claimed in
[Specify form or leave out]           accordance with Schedule 4 of the
[Invoices must be accompanied by      Agreement. [Specify forms for other
specify any supporting                expenses or leave out; note that receipts
documentation other than receipts,    are not required unless there is a
or leave out]                         dispute.]

G.2  Notices (Clause 47)

BA NOTICE ADDRESS:                    WNS NOTICE ADDRESS:
[As per the Agreement]                [Insert WNS Location Manager or Operations
                                      Manager address]

H.   INFORMATION TECHNOLOGY REQUIREMENTS

H.1  BA Systems (Clause 20.3)

WNS shall require, and BA shall provide, access to the following BA Systems at
the level of access specified:



NAME OF BA SYSTEM   LEVEL OF ACCESS REQUIRED
- -----------------   ------------------------
                 
[List]                    [SECTION 12]


[Insert any required changes as a result of Amadeus implementation.]

H.2  WNS Systems (Clause 20.3)

[Not applicable.] [or BA shall require, and WNS shall provide, access to the
following WNS Systems: list]

H.3  Format of Data and Deliverables (Clause 20.5)

[The same formats and like as were used prior to the execution of this SLA shall
continue to apply.] [or Not relevant.] [or Data and Deliverables shall be
supplied in the following format:



DESCRIPTION OF DATA/DELIVERABLE   FORMAT   SIZE   FORMATTING
- -------------------------------   ------   ----   ----------
                                         
[List]


H.4  Additional Hardware (Clause 9.9)

[None.][or specify]

H.5  Additional Software (Clause 9.9)

[None.][or specify]


                                                                         Page 78



H.6  Other relevant information technology provisions (Clause 20.2)

The parties generally will co-operate to ensure appropriate inter-operability
and inter-working between their respective IT systems involved in the Services
as required in the Agreement [and specifically will do as follows specify if
relevant, leave out if not.]

[Specify any other IT matters not covered elsewhere.]

I.   OTHER

I.1  Additional requirements (Clauses 5.4, 5.3)

[None save as specified in the Agreement or elsewhere in this SLA][or specify].

[Where a party's staff are going to be on the other's premises as part of the
Services, specify any relevant regulations or policies (such as health, safety
and security), or leave out to be handled on an ad hoc basis.]

I.2  Superseded agreements (Clause 41.1)

This SLA replaces the following agreements:

(a)  [describe previous SLAs under the GSA that this SLA replaces]

(b)  the General Services Agreement between BA and WNS dated May 1998.

I.3  Intellectual Property (Clauses 19.4, 19.20, 19.20(e))

[Not applicable.][SECTION 14]

[Specify any required usage of British Airways trade marks, and relevant
restrictions on that usage.]

I.4  Dedicated on-site office (Clause 28.1)

[Not applicable.][or specify size, position, facilities etc]

I.5  Duty travel (Clause 31.1)

[No additional requirements to those set out in the Agreement.][or specify]

I.6  Agency (Clause 42)

[Not applicable.][or WNS shall be entitled to act as an agent for BA in respect
of the following activities, and on the following terms: specify]


                                                                         Page 79



NOTES FOR COMPLETING THE SLA TEMPLATE:

Section 1.  List here any definitions required in addition to, or contrary to,
            those provided in the Agreement, the WNS Manuals or any manuals
            supplied by BA. For example, the SLA can specify a different meaning
            for "Business Day" or "working day" (Clause 1.1 and 1.13),
            references to time (Clause 1.14) and terms otherwise defined in a
            WNS Manual or any manuals supplied by BA (Clause 8.2).

Section 2.  List the Services by briefly describing each work type consistent
            with as they are set out in the WNS Manuals or any manuals supplied
            by BA.

Section 3.  Insert descriptions consistent with description of "Services" or as
            set out in the WNS Manuals or any manuals supplied by BA.

Section 4.  Set out the required Service Levels; these should be clearly
            defined. Note that it may not be feasible to identify specific
            quantities/quality. Point at which time-dependent Service Levels are
            to be measured should be specified. Quantity-dependent Service
            Levels should be subject to WNS actually receiving that much work
            from BA.

Section 5.  Describe any additional or alternative assessment method required,
            by Work Type if desired.

Section 6.  Alternatively, specify remedial procedures (other than Service
            Credits) that are to apply in the event that Service Levels are not
            attained.

Section 7.  Note that the Recovery Procedure can take up to 15 Business Days or
            longer for a Recovery Plan to be agreed.

Section 8.  Add, subtract or modify the list as appropriate, or refer to a set
            format, etc.

Section 9.  The Normal Clearance Rate means the agreed volume of work that WNS
            can be given before WNS is entitled to claim overtime.

Section 10. It is intended that the SLA Managers will, within 6 months of the
            Effective Date, discuss and agree both Service Credits and Service
            Bonuses in respect of each SLA. The principles that should be
            considered as part of that discussion are included as Schedule 11 to
            the Agreement. Neither Credits nor Bonuses are payable until 9
            months after the Effective Date.

Section 11. Alternatively, specify here any additional circumstances giving rise
            to rights to terminate and notice required, or any provisions that
            are only to take effect upon termination.

Section 12. BA should specify the minimum level of access WNS needs to be given
            to provide the Services where a BA System is mission-critical or
            highly sensitive. Consider whether Amadeus should be specifically
            referred to here.

Section 13. "Data" covers any data which is processed on behalf of BA.
            "Deliverables" covers any report, document or other material which
            is provided to BA as part of a Service.

Section 14. Alternatively, specify any particular items of intellectual property
            that WNS is being engaged to create for BA. This will usually only
            be relevant where WNS is engaged to design software or similar
            products specific to BA, or is specifically engaged to improve a BA
            internal business process.


                                                                         Page 80



Section 15. You will need to check Data Protection obligations in accordance
            with Clause 21.11.


                                                                         Page 81



                                   SCHEDULE 2

                                CHANGE ORDER FORM

CHANGE ORDER NUMBER
DATE OF CHANGE ORDER
AGREEMENT DATE

1. SUMMARY OF CHANGE

2. EFFECTIVE DATE OF CHANGE

3. [AGREEMENT CLAUSES AFFECTED] [SLA CLAUSE AFFECTED]

4. [IMPACT ON AGREEMENT VALUE]

5. [DETAILS OF CHANGE] [NEW SLA ATTACHED]

6. REMARKS

7. PURCHASE ORDER NO: _______________

For and on behalf of                    For and on behalf of
BRITISH AIRWAYS PLC                     WNS (UK) LIMITED


SIGNED BY                               SIGNED BY
          ---------------------------             ------------------------------
TITLE                                   TITLE
      -------------------------------         ----------------------------------
DATE                                    DATE
     --------------------------------        -----------------------------------
WITNESSED BY                            WITNESSED BY
             ------------------------                ---------------------------


                                                                         Page 82



                                   SCHEDULE 3

                                     PART A
                          PERFORMANCE ASSESSMENT REPORT

SLA Number being assessed ______________________________________________________
Date of report __________________



                   Productivity   Productivity              Accuracy   Accuracy
Service Function     Required       Achieved     Variance   Required    Achieved  Variance
- ----------------   ------------   ------------   --------   --------   ---------  --------
                                                                



POSSIBLE REASON FOR VARIANCE IN PRODUCTIVITY / QUALITY - PLEASE GIVE A DETAILED
EXPLANATION WHERE APPROPRIATE.

STAFF ISSUES

Percentage of staff performing the SLA which are:

Multi-skilled _______________________   Specialist _____________________________

Number transferred to other areas

Multi-skilled _______________________   Specialist _____________________________

Number leaving WNS

Multi-skilled _______________________   Specialist _____________________________


                                                                         Page 83



SYSTEM ISSUES

System downtime equates to _____________________% of the working days lost
during the month of _________________________

Downtime was the greatest for the following period
______________________________ where ___________________% days were lost.

System downtime was due to
________________________________________________________________________________
________________________________________________________________________________

INFORMATION ISSUES

Was information required to perform the task supplied/ accessible on time
________________________________________________________________________________

Were the instructions to perform the service clear and understood
________________________________________________________________________________

Were there any other issues that the customer had not resolved that contributed
to the variance in performance/quality.
________________________________________________________________________________
________________________________________________________________________________


                                                                         Page 84



UNPROCESSED WORK

Number of rejects / transactions not processed _________________________________
________________________________________________________________________________

Reason for not processing work requested
________________________________________________________________________________
________________________________________________________________________________

IMPROVING PERFORMANCE

Can the variance if adverse be addressed by better working practices processes
and procedures _________________________________________________________________

If so what are they ____________________________________________________________
________________________________________________________________________________

When will they be implemented __________________________________________________
________________________________________________________________________________

Does there need to be a change order and who will complete it. _________________
________________________________________________________________________________


                                                                         Page 85



IMPROVING PERFORMANCE

How many new ways of working major or minor, process improvements were raised by
WNS prior to review ____________________________________________________________

How many of those were implemented _____________________________________________
________________________________________________________________________________

How many new ways of working major or minor, process improvements were raised by
the customer prior to review ___________________________________________________

How many of those were implemented _____________________________________________

COMPLAINTS / ISSUES WITH SERVICES PERFORMED

Number of complaints logged by the WNS representative __________________________
________________________________________________________________________________

Number of complaints resolved by the WNS representative ________________________

Number of complaints escalated
________________________________________________________________________________
________________________________________________________________________________

QUANTITATIVE ANALYSIS

Have graphs showing performance since last review been supplied
________________________________________________________________________________

Are there any other specific graphs or reports that you would like ready for the
next review ____________________________________________________________________


                                                                         Page 86



SUMMARY

Any Overall performance assessment - comments made by BA SLA Manager
________________________________________________________________________________

________________________________________________________________________________
________________________________________________________________________________

________________________________________________________________________________
________________________________________________________________________________

Date of next review ____________________________________________________________

SIGNED BY BA CUSTOMER


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


SIGNED BY WNS REPRESENTATIVE


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


                                                                         Page 87



                                     PART B

COMMERCIAL REPORT                       FOR THE FOLLOWING PERIOD _______________
_________________

1A.TOTAL NUMBER OF ACTIVE SLAS _________________________________________________

1B. PERCENTAGE OF SLAS THAT HAVE ACHIEVED THE SERVICE LEVELS.
    ___________________________________

1C. PERCENTAGE OF TOTAL SLAS THAT HAVE ACHIEVED THE SERVICE LEVELS.
    ___________________________________

1D. HOW MANY STAFF ARE CURRENTLY EMPLOYED BY WNS WORKING ON BA SLAS.
    ___________________________________

2A.TOTAL NUMBER OF NEW SLAS INTRODUCED _________________________________________

2B.PLEASE FILL IN THE FOLLOWING TEMPLATE FOR NEW SLAS:



                                                     Time taken to
Commencement      SLA          BA         BA SLA    implement SLA -    Anticipated
   of SLA      Reference   Department   Signatory     Max 4 weeks     Annual Spend.
- ------------   ---------   ----------   ---------   ---------------   -------------
                                                       




                                                                         Page 88



2c. SERVICES REQUESTED BY BA NOT UNDERTAKEN BY WNS.



Service WNS cannot                                    Period      Anticipated
 perform which BA    Reason for     BA Employee     agreement   charge for that
       needs          rejection   Contact details     wanted         period
- ------------------   ----------   ---------------   ---------   ---------------
                                                    



3a. TOTAL NUMBER OF SLAS TERMINATED ____________________________________________


                                                                         Page 89



3b. PLEASE FILL IN THE FOLLOWING TEMPLATE FOR TERMINATED SLAS:



   Reason for and
Termination date of                                     BA SLA    Historic Annual
        SLA           SLA Reference   BA Department   Signatory        Spend.
- -------------------   -------------   -------------   ---------   ---------------
                                                      



4a. TOTAL NUMBER OF COMPLAINTS / DISPUTES GENERATED BY BA ______________________


                                                                         Page 90



4b. PLEASE FILL IN THE FOLLOWING TEMPLATE FOR COMPLAINTS / DISPUTES GENERATED BY
BA.



 Nbr of Complaints                                               Complaint/
/Disputes generated      SLA                        BA SLA        Dispute          Any further
      by area.        Reference   BA Department   Signatory   resolved? - Y/N   action required?
- -------------------   ---------   -------------   ---------   ---------------   ----------------
                                                                 



5a. PERCENTAGE OF BA SLAS THAT COMPRISE THE TOTAL SLAS SUPPORTED BY WNS AS AT
(DATE TO BE INSERTED) __________________________________________________________

5b. PERCENTAGE OF BA REVENUES THAT COMPRISE THE TOTAL REVENUE EARNED BY WNS AS
AT (DATE TO BE INSERTED) _______________________________________________________

6a. PAYMENT OF INVOICES AS AT (DATE TO BE INSERTED)

6b. PERCENTAGE OF INVOICES PAID WITHIN TIME SPECIFIED __________________________
_______________________

6c. PERCENTAGE OF INVOICES PAID OUTSIDE EXPECTED PERIOD ________________________
_______________________

6d. PERCENTAGE OF INVOICES STILL OVERDUE AND NOT PAID __________________________
_______________________


                                                                         Page 91



6e. PERCENTAGE OF INVOICES IN DISPUTE __________________________________________
_______________________

7a. SYSTEM ISSUES

Total system downtime equates to _____________________% of the working days
lost during the month of
_______________________

Downtime was the greatest for the following period
_______________________________ where __________________________% days were
lost.

System downtime was due to
________________________________________________________________________________
________________________________________________________________________________

7b. DOWNTIME SPLIT

WNS responsibility _____________________________________

BA responsibility ______________________________________

8. ANY OTHER BUSINESS?


                                                                         Page 92



9. FUTURE ACTIONS / NEXT REVIEW DATE?


SIGNED/DATED


BA CONTRACT MANAGER
                    --------------------------------


WNS CONTRACT MANAGER
                     -------------------------------


                                                                         Page 93



                                   SCHEDULE 4
                          DUTY TRAVEL REQUEST PRO-FORMA
                              AGREEMENT NUMBER S.W

It is understood and agreed by WNS that as a general rule, there will not be a
need for WNS Employees to carry out overseas duty travel on behalf of BA. In the
event that BA Contract Manager gives a written request that WNS Employees travel
from India to London return then such WNS Employees shall comply with the
application process, a pro-forma of which is attached hereto.

It is further understood and agreed that the class of travel for Duty Tickets
shall be World Traveller with an option for an upgrade to Club World if
available in BA's absolute discretion upon departure.

WNS personnel shall comply with all BA duty travel regulations and procedures in
force from time to time and shall not bring WNS or BA into disrepute.

WNS also acknowledge that such requests can only be accepted for BA operated
flights.

                      SPECIAL TRAVEL AUTHORISATION REQUEST

To:    _____________________________   A/C Code              ___________________

Fax:   _____________________________   Responsibility Centre ___________________

Email: _____________________________   Special Payment Code  ___________________

Date   _____________________________   PNR                   ___________________

Reason for Travel: _____________________________________________________________

Passenger Name (s) _____________________________________________________________



Travel        Dest                                    Cabin       Onload
Information   From   Dest To:   Flight No   Date   Eligibility   Priority
- -----------   ----   --------   ---------   ----   -----------   --------
                                               
                                                        42          14
                                                        42          14



                                                                         Page 94



CONFIRMATION:

To:    _________________________________

Fax:   _________________________________

Email: _________________________________

Date:  _________________________________

Message/Comment:

________________________________________________________________________________


                                                                         Page 95



Please Note:

1.   A minimum of 5 WORKING days notice MUST be provided. If changes need to be
     made to travel arrangements please provide a further 4 WORKING days notice.

2.   The Special Travel Ticket is subject to availability and has a 42/14 onload
     priority (Club) which (a) does not permit access to the lounge on departure
     or arrival at Heathrow or London Gatwick and (b) is only applicable to BA
     flight (exclusive of Concorde of First Class).

3.   Special Travel Tickets do not permit travel on other carriers.

4.   Special Travel Tickets are for 'point to point' travel and do not permit
     stopovers

5.   We do not arrange hotel accommodation


                                                                         Page 96



                                   SCHEDULE 5

                            TRAVEL AND EXPENSE POLICY


                                                                         Page 97



                                   SCHEDULE 5
                            TRAVEL AND EXPENSE POLICY

Staff Travel Policy Guide

DUTY TRAVEL

1.   INTRODUCTION

On occasions when British Airways employees are required to travel on duty for
business reasons or to transfer temporarily to a new work location either in the
UK or overseas, rebate 'duty' travel concessions will be made available. Full
details relating to Duty travel policy can be found in the Employment Guide
Instruction TRA 1.

In such circumstances British Airways policy is that employees must use the most
cost effective form of travel and return to base as soon as is practicable.

Duty travel may be granted on a 'bookable' or 'standby' basis. The majority of
duty travel on British Airways services is undertaken on a 'bookable' basis and
a booking is made, subject to availability at the time of application, and duty
travel embargoes. The booking classes used for 'bookable' duty travel are:

A - for First Class
I - for Club Class
M - for World Traveller

Where 'standby' duty travel is granted on British Airways flights a 'standby'
listing is made direct into the class of eligibility.

The responsibility for approving duty travel lies with the employees Line
Manager whose name appears on the British Airways Duty Travel Approval List,
published by the Treasury Department, current at the time of application.

Whilst spouses are not normally authorised to travel on duty tickets, there may
occasionally be circumstances where it is in the interest of British Airways to
allow this. In such cases approval for travel rests with the Departmental
Director.

The above does not affect the special arrangements that exist for employees and
their nominees who are posted overseas or UK contract employees who are
temporarily working away from base in the UK. Refer to paragraphs 7 and 8 below.

Duty travel tickets may also be granted to external business Consultants who are
required to travel on British Airways business.

2.   CLASS OF TRAVEL - BRITISH AIRWAYS SERVICES

2.1  All British Airways employees, including APPG's and TMG's, travelling on
     duty on British Airways services are eligible to travel on Duty in either
     Club World, Club Europe or World Traveller subject to availability. Senior
     Managers, Managers, Captains, SFO's and Engineer Officers are eligible to
     travel in First Class, if available, in addition to these classes.

2.2  In special cases authorisation for employees not normally eligible to First
     Class may be given by Department Heads. In such cases the employees normal
     Duty travel code and class of booking is unchanged. The cabin code only is
     changed to reflect First class eligibility, e.g. 13/J41 becomes 13/F41

2.3  Specific rules apply to positioning crew and these are detailed in the
     appropriate NSP agreements.

2.4  The class of travel afforded to external business Consultants is at the
     discretion of the authorising official.



2.5  Whilst every effort will be made to ensure employees are booked into and
     accommodated in their class of eligibility there will be occasions when,
     for commercial reasons, it is necessary to downgrade either at the time of
     booking or on departure. However the ticket will reflect the eligible class
     and should seats become available on departure in their cabin of
     eligibility, employees will be accommodated in onload and cabin eligibility
     order. In emergency situations where British Airways requires an employee
     to travel senior Customer Service officials may authorise an employee to be
     upgraded to a class to which they would not normally be eligible providing
     seats are not available in a lower class.

2.6  Travel on Concorde may be granted in exceptional circumstances for
     employees and Consultants. Approval is strictly restricted to the
     authorised signatories approved by the Group Managing Director's office and
     detailed in BABS CIC*81/237

2.7  Employees should check-in at the desk appropriate to their cabin of
     eligibility, regardless of the cabin they are actually booked in

2.8  For details of 'duty' travel Onload and Cabin Eligibility Codes refer to
     STPG 12 and 13 respectively.

3.   CLASS OF TRAVEL - OTHER AIRLINES

3.1  Employees, where possible should arrange their duty travel in a way as to
     minimise the cost to British Airways.

3.2  Where a reciprocal agreement with another airline exists that provides
     British Airways employees with free duty travel i.e. there is no direct
     cost to British Airways and subject to the conditions of that agreement the
     same class of travel will apply as to British Airways services.

3.3  Where a reciprocal agreement exists and there is a cost to British Airways
     e.g. ID50, travel can only be arranged where travel on British Airways'
     services is not feasible. In this instance the class of travel will be
     subject to the conditions of the agreement. If within NSP Agreements there
     is a requirement for travel in a higher class

3.4  Where there is no reciprocal agreement and travel on British Airways
     service than specified in the agreement, travel will be on a full
     commercial fare basis. s is not feasible, travel on other airlines will be
     on a full commercial fare basis. The class of travel in this instance can
     be determined by the authorising official subject to any relevant NSP
     agreement.

4.   APPLICATION AND TICKETING PROCEDURE

4.1  For British Airways employees applications for duty travel must be made on
     Form A181 (2nd edition), or electronic equivalent obtainable on the BA
     Intranet, which must show the reason for travel, specific flights for which
     tickets are to be issued, employees date of birth and, if payment is
     required, a budget number. This form must then be authorised by an
     appropriate official whose name appears on the British Airways Approval
     Authorities list issued by the Treasury Office.

4.2  Once an A181, or electronic equivalent, has been authorised the employee
     should contact their local Staff Travel office for the reservation to be
     made. In the UK, employees should telephone LHR x 54445 or book via the
     Duty travel application on the BA Intranet.

4.3  Where it is not possible at the time of application to obtain a booking in
     the cabin of eligibility, a booking will be created in a lower class,
     subject to availability. Where it is not possible to obtain a booking,
     employees may stand by for their preferred flight and retain the bookable
     onload priority and cabin eligibility code. Employees will not be listed
     for their flight/s and at check-in will be accepted after all booked
     employees.



4.4  Where it is not possible at the time of application to obtain a booking
     because a Duty travel embargo, either bookable or standby, is in place,
     employees may be issued with an 'open' ticket and standby for their
     preferred flight. Employees will not be listed for embargoed flights.

4.5  In order for a ticket to be issued the employee should send or take their
     original approved A181 (white copy), or electronic equivalent, to a Staff
     Travel ticketing point, where the office will retain the form for their
     records.

4.6  For British Airways Consultants applications for duty travel must be made
     on Form STA1 and authorised by an designated office detailed in
     CIC*81/2029. The form must be completed with the following details:

     i) a special payment number

     ii) a budget number

     iii) specific flight details

     iv) the reason for travel

     v) the onload priority and class of travel

     For details of those officials eligible to authorise form STA1 refer to a
     staff travel ticketing point.

4.7  Multiple journeys are permitted on one application form with no requirement
     for each journey to be authorised.

4.8  Any amendments to travel dates prior to commencement of travel for any
     sector will require a newly authorised A181 (2nd edition), or electronic
     equivalent, if the new date of travel is outside 7 days of the original
     date of travel. This applies even if tickets have already been issued.

4.9  Prior to commencement of a journey any amendments to travel destination,
     routing or from British Airways to another airline will always require a
     newly authorised A181 (2nd Edition) or electronic equivalent.

4.10 Should there be a change to duty travel arrangements and a booking is no
     longer required, employees must ensure the booking to be cancelled. All
     unused coupons/tickets must be returned to the issuing office for
     accounting purposes.

4.11 For details of ticket validities refer to STPG 27.

5.   INSURANCE

5.1  For details of insurance cover in respect of baggage and personal effects
     refer to the Employment Guide, Section 6, TRA 11 page 11.

6.   DRESS CODE

6.1  British Airways employees travelling on duty should adhere to the dress
     code applicable to their cabin eligibility regardless of sector being
     flown. As the lowest cabin eligibility for any employee is Club, employees
     should not travel in jeans. For full details of the Dress Code refer to
     STPG 20.


                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN


                                                                         Page 98



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

Title: Business Continuity Plan
Date: December 2001

                                Distribution List

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

Managing Director

Head - Resource Management

Head - Finance

Finance Manager

Manager - Information Management

Location Manager - Pune

Location Manager - Mumbai

Manager - Quality and Facilities

Manager - Financial Services

Manager - Airline Management Services

All Supervisors

All Executives

All Team Leaders

All the above positions will form the WNS disaster management team and will be
allocated duties depending on the situation and need at the time.

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

Contents

1 Introduction

1.1 Introduction to WNS Business Continuity Planning
1.2 Purpose of this Document
1.3 Target Readership
1.4 Coverage of this Document
1.5 Responsibilities

2 Managing the Plan

2.1 Introduction
2.2 Contingency Team Structure
2.3 Review and Maintenance of this Plan
2.4 Testing this Plan

3 Recovery Strategy

3.1 Description
3.2 Disaster Scenarios
3.3 Recovery Strategy

4 Asset Details

4.1 Personal Computing
4.2 WNS Server
4.3 Clerical Procedures
4.4 Other Special Requirements
4.5 Contract Documentation

5 Contingency Planning Team - Specific Responsibilities

5.1 Team Composition
5.2 Immediate Actions by Contingency Planning Manager
5.3 Next Actions

6 Invoking the Plan

6.1 When to Invoke this Plan
6.2 Decision Tree
6.3 Disaster - Building Lock-out
6.4 Disaster - Loss of Key Personnel
6.5 Disaster - Destruction of Computer Based Information
6.6 Disaster - Disclosure of Sensitive Information
6.7 Disaster - Loss of Paper Records

7 Emergency Contacts

7.1 Internal

8 Contingency Site

8.1 Addresses
8.2 Telephones and Faxes
8.3 E-mail

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The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

9 Team Responsibilities

9.1 Introduction
9.2 Named Roles
9.3 Contingency Planning Manager
9.4 Technical Support
9.5 Facilities Manager

10 Incident/Action Log

10.1 Format
10.2 Instructions for Completion
10.3 Incident form

11 Handling Public Relations

11.1 Guideline
11.2 Do's and Don'ts
11.3 Press Statement
11.4 Friends and Relatives Statement

12 Backup Strategy

12.1 Personal Computers
12.2 Servers

13 Emergency Contact List

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The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

1    Introduction

1.1  Introduction to WNS Business Continuity Planning

1.1.1 The recovery of the WNS Office functionality after a disaster must be a
     managed process and it must be co-ordinated with other recovery activities
     as necessary.

1.1.2 The WNS Disaster Management Team will receive reports from, and liase
     with, the Contingency Planning Manager(s) in order to effect recovery of
     the business function in conjunction with the restoration of other business
     operations which may have been affected by the disaster.

1.1.3 The Managing Director (MD) will co-ordinate the business recovery using
     the teams defined further below and will act as the Contingency Planning
     Manager.

1.2  Purpose of this Document

     The purpose of this document is to aid the recovery of the WNS Office and
     its business function.

1.3  Target Readership

1.3.1 This plan is to be read by

          a)   All members of the WNS Executive Management Team

          b)   All Manager, Supervisors, Executives and Team Leaders

          c)   Other staff and Customer affected by this plan who will be given
               relevant extracts.

1.3.2 This plan is in chapters. This allows the copying of relevant sections of
     the plan to people who do not need access to the complete plan.

1.3.3 This plan is a sensitive document and confidential.

1.3.4 Copies of this plan have been distributed as per the Distribution List
     given in the preface to this document.

1.4  Coverage of this Document

1.4.1 This document describes the recovery procedures and processes that are to
     be used in the event of an incident affecting the operation of the WNS.
     This includes:

          a)   lock-out from the offices at Vikhroli, Mumbai and Sofotel, Pune
               (whether because of destruction of the offices, or because of an
               incident that prevent access to the office for normal working)

          b)   unplanned loss of key personnel

          c)   destruction of information held in machine readable format
               (including word processing documents, databases or project
               specific applications software) for whatever reason (virus,
               malicious damage or accidental destruction)

          d)   disclosure of sensitive information, especially to outsiders

          e)   loss of paper records

          f)   Any natural / man-made calamities, disasters like fire, flood,
               riots, lightning, hurricane, bombing or any sort of hindrance due
               to political instability or influence or any such nature which is
               beyond the natural control of the persisting situation

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The contents of this document are confidential and is meant only for the
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copied or distributed without permission from WNS.

1.5  Responsibilities

1.5.1 All staff of the WNS are required to:

          a)   understand the general nature of the disaster that are covered
               within this plan

          b)   take due care to ensure that there is no unauthorised disclosure
               of information (especially sensitive documents while away from
               the WNS office)

          c)   Understand their specific role in the event of a disaster
               occurring.

1.5.2 The Manager - Quality and Facilities is required to ensure that this plan
     is reviewed on a regular basis and must ensure that information held within
     it (for example contact Names / telephone numbers) is re-validated on a
     regular basis (at least once in six months)

1.5.3 The Manager - Quality and Facilities is required to ensure that this plan
     is appropriately exercised on a regular basis (at least once a year)

1.5.4 The Manager - Quality and Facilities is required to ensure that all roles
     defined within in this document are allocated to identifiable persons and
     that substitutes are defined for all key roles.

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The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

2    Managing the Plan

2.1  Introduction

     The recovery of the WNS Business process after any kind of disaster must be
     a managed process and it must be co-ordinated with other recovery
     activities as necessary.

2.2  Contingency Team Structure

2.2.1 The WNS Business Continuity Planning Team, under the direction of the MD
     and Manager - Quality and Facilities, has responsibility for the management
     of the recovery processing including:

          a)   planning of the testing programme

          b)   maintenance of the WNS Contingency Plan

          c)   review and change control of the Contingency Plan as a result of
               altered circumstances - e.g.:

               i)   new management structure

               ii)  change of location

               iii) changed business processes

               iv)  change of technology (e.g. base operating systems or
                    applications software)

               v)   new hardware

               vi)  a new business environment

               vii) the results of regular testing

          d)   control / management of a disaster.

2.2.2 The structure and overall responsibilities of Managing Director and his
     teams is summarised in the figure below:

                             (ORGANIZATIONAL CHART)

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2.3  Review and Maintenance of this Plan

2.3.1 It is imperative that this plan is kept up to date. The Manager - Quality
     and Facilities is responsible for ensuring this by arranging regular review
     meetings and through formal change management procedures. (defined under
     ISO documentation control)

2.3.2 This means that the Manager- Quality and Facilities needs to be aware of:

          a)   changes to the Customer's Business Strategies

          b)   changes made to business processes, systems, or documentation

          c)   any accommodation changes that take place which affect WNS

2.3.3 Amended pages or sections of this plan will be distributed to people who
     have a copy of the plan. Destroy the pages/sections/plans replaced and
     insert new pages. Update copies of the plan which are stored off-site, and
     nominate a person responsible for ensuring that this is done. i.e. member
     of the core team.

2.4  Testing this Plan

2.4.1 The need for testing of this plan

2.4.1.1 Until a plan has been tested, by those involved, it must be stated that
     no real plan exists.

2.4.1.2 Additionally, it is essential to retest the plan at regular intervals
     (of no more than one year) to ensure that it still remains effective.

2.4.1.3 The testing should be evaluated using test specific criteria. A record
     of the testing and the results should be kept with this plan.

2.4.1.4 As a result of the testing, it is vital that any deficiency found is
     corrected and the plan re-issued.

2.4.2 Test Method and acceptance of this plan

2.4.2.1 It is suggested that the plan be tested by means of an exercise played
     in real-time with the relevant people playing the roles that would be
     required of them should a disaster strike.

2.4.2.2 The exercise format is of a facilitated workshop. The facilitator runs
     through a realistic incident in real-time and asks the participants to
     provide information on their decisions at the time. This should be based on
     their experience and the contents of this plan.

2.4.2.3 The frequency and nature of testing shall be agreed between the Managing
     Director and Manager - Quality and Facilities.

2.4.3 Review and on-going training

2.4.3.1 The use of an exercise has two major benefits. Firstly the plan is
     tested in as realistic a way as possible without undue disruption of the
     running of WNS. Secondly, the participants gain experience of the execution
     of the plan as well as gaining confidence in its usability.

2.4.3.2 Thus the testing of the plan doubles as training for the relevant
     personnel.

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The contents of this document are confidential and is meant only for the
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copied or distributed without permission from WNS.

3    RECOVERY STRATEGY FOR WNS

3.1  Description

3.1.1 The nature of the WNS is that team member's, although they work for
     customers based world-wide, can successfully function in a distributed
     working environment.

3.1.2 To support this distributed working environment, it is necessary that a
     suitable communications infrastructure exists. This communications
     infrastructure shall include (but not be limited to):

          a)   cellular voice communications

          b)   fax facilities / local emails.

          c)   Internet e-mail

          d)   meetings rooms

          e)   portable computing facilities loaded with customer specific
               software and data files.

          f)   Alternate sites / availability of infrastructure to sustain the
               current flow of activity / back-up and provide the most minimum
               level of tolerance in the event of any unplanned outage /
               disaster or any unforeseen eventuality.

3.1.3 Although it is desirable to be connected to the WNS network for access to
     mail, this is not seen as vital to the operation of the department since
     re-routing of internal mail to external Internet could be possible.

3.2  Disaster Scenarios

3.2.1 There are six possible disaster scenarios identified within this plan. Any
     particular incident may require elements of more than one recovery plan to
     be implemented.

3.2.2 The six potential disaster scenarios identified are:

          a)   Building Lock-out

          b)   Loss of Key Personnel

          c)   Destruction of Computer Based Information

          d)   Disclosure of Sensitive Information

          e)   Loss of Paper Records

          f)   Natural calamities / disasters - Unforseen eventualities.

3.3  Recovery Strategy

3.3.1 In the event of loss of access to a WNS office (i.e. the only scenario
     that will entail a move to a recovery site), staff will be accommodated at
     an alternate office i.e. Mumbai will move to Pune and vice-versa.

3.3.2 Use will be made of existing computer facilities (especially computer
     systems and infrastructure) to provide the necessary IT resources. These
     resources may be made available as either laptops (some of which may be a
     lower specification than those currently used) or desktop systems.

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personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

4    Asset Details

4.1  Personal Computing

4.1.1 Each facilitator requires a laptop with the following specification:

          a)   Windows based laptop

                    -    PII processor or faster

                    -    32 Mbytes of RAM or more

                    -    50 Mbytes free disk space

                    -    floppy disk drive

                    -    Windows 95

                    -    Microsoft Word 6 or Word 7

                    -    access to Internet mail services (modem if needed)

          b)   Portable printer

                    -    ink-jet printer (colour NOT essential)

          c)   Associated accessories (e.g. power leads/transformers for laptop
               and printer, printer connecting cable, 4-way extension lead, ink
               cartridges, mouse)

4.1.2 Office based systems

          a)   Windows based desktop

                    -    Pentuim II or faster

                    -    32 Mbytes of RAM or more

                    -    50 Mbytes free disk space

                    -    floppy disk drive

                    -    Windows 95

                    -    Microsoft Word 6 or Word 7

                    -    Powerpoint V4 or later

                    -    Excel V6 or later

                    -    access to Internet mail services (modem if needed)

          b)   Printing facilities

                    -    printer capable of producing high quality monochrome
                         and colour documents and overhead transparency slides.

4.2  WNS Server

     It is not essential to provide a WNS server, or any data currently stored
     on the existing server, for a short term disaster. In the longer term (one
     week) it will be necessary to recover historical data from the server for
     use by the different team.

4.3  Clerical Procedures

     Providing some administrative staff are available, it is not necessary to
     recovery paper copies of clerical procedures.

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personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

4.4  Other Special Requirements

     In order to continue the functioning of the different team, it is vital to
     provide the following infrastructure items at the recovery site:

     a)   suitable desk space

     b)   telephones

     c)   faxes

     d)   photocopying facilities

     e)   tea and coffee making facilities

     f)   hotel facilities

4.5  Contract Documentation

     Contract documentation is duplicated with a copy already held off-site at
     Mumbai/Pune offices.

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The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

5    Contingency Planning Team - Specific Responsibilities

5.1  Team Composition

     The composition of the contingency Teams and their specific
     responsibilities are detailed within Chapter 8 of this plan.

5.2  Immediate Actions by Managing Director

     a)   Call together the members of the Core Team.

     b)   Decide on the extent of the disaster and make a decision on whether a
          move to the alternative site is desirable.

     c)   Decide which disaster plan scenario, or combination of plans, is to be
          followed.

5.3  Next Actions

     a)   Document all reports received and actions taken.

     b)   Inform other team members and customer of the situation (if
          appropriate) and tell them what actions they should be taking.

     c)   Inform the Board of Directors of the situation.

     d)   If necessary, inform Customer senior management of the situation
          (typically through the Managing Director or Location Manager).

     e)   Make the decision to invoke the plan if needed.

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personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6    Invoking the Plan

6.1  When to Invoke this Plan

6.1.1 This plan should be invoked when any of the six listed disaster scenarios
     occurs or is anticipated. This will allow maximum time for recovery, and
     hence the impact on the business can be minimised.

6.1.2 In several cases it is assumed that reasonable security countermeasures
     have been effectively implemented. These measures include:

          a)   good backups have been taken of all systems and these backups are
               held off-site - it is assumed that full backups of all WNS data
               and WNS specific applications are taken on, at least, a weekly
               basis

          b)   all key staff have deputies appointed and that these deputies are
               both trained and experienced in the role(s) that they will be
               required to perform (since the prime person may be on holiday at
               the time of a disaster)

          c)   all computer systems that leave the office (i.e. laptops) have
               been fitted with appropriate access control and data encryption
               software and that the software is functioning correctly

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personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6.2  Decision Tree

                                     (CHART)

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personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6.3  Disaster - Building Lock-out

6.3.1 Possible reasons for this disaster

          a)   fire, flood, terrorist incident

          b)   an incident affecting access to the office space

          c)   industrial action in the premises by staff of Godrej or Deepak
               Nitrite.

          d)   high risk of terrorism making Mumbai / Pune an unacceptable work
               environment.

6.3.2 Immediate actions

          a)   Appoint someone to take a record of all information received and
               all actions/decisions taken.

          b)   Inform the Business Continuity team that there is a potential
               problem and that they should attend a short meeting (or be
               available for a conference telephone call) to identify priorities
               (this meeting should last no longer than ten minutes).

          c)   Arrange for accommodation to be made available at Mumbai/Pune
               office or other selected site.

          d)   Inform WNS Executive Management team members and, if necessary,
               Customer senior management staff of the situation.

          e)   Start implementing the actions detailed below.

6.3.3 Recovery plan

          a)   In the event of building lock out, it is intended that the WNS
               team will relocate to Mumbai/Pune office. (Critical and sensitive
               work for BA may also be temporarily relocated at the Mumbai
               Airport or the BA Town office)

          b)   It will be necessary to have telephones diverted or a suitable
               outgoing message placed on voicemail of WNS staff.

          c)   The fax number will need to be diverted to a suitable fax machine
               or customers to be informed of revised fax number.

          d)   Post will need to be re-directed to the Mumbai/Pune office site.

          e)   Internal e-mail will need to be diverted to an external Internet
               e-mail account if deemed fit.

          f)   Staff will need to be provided with a suitable working
               environment at Mumbai/Pune office / other sites.

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                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6.3.4 Checklist of actions prior to move to alternate site



                                                                          Time
                                 Action                                completed
                                 ------                                ---------
                                                                 
1   Ensure that all members of the WNS team are accounted for and
    that they are aware of the situation. Request that they collect
    any backups and/or documentation from home before travelling to
    the Mumbai/Pune or new site office.

2   Ensure that WNS staff is aware that the affected team is moving
    into the offices and arrange for suitable seating (either hot
    desk positions or conference rooms) to be made available.

3   If equipment has been lost, contact WNS Help Desk (Mumbai -
    009122-5976175, Pune - 009122-6698727) or Information Point
    (009122-5976405) to request replacement computer systems be made
    available.

4   Ensure that any facilitator going to a workshop has a suitable
    laptop, printer, mains/connecting cables, mouse and spare ink
    cartridges available (e.g. by borrowing equipment from another
    facilitator) and has suitable workshop documents available
    (either by printing out new documents or borrowing existing
    documentation from another facilitator).

5   Ensure that everyone has the means to travel to the Mumbai/Pune
    site.

6   If the disaster has occurred during working hours, and staff
    have had to leave the office suddenly, ensure that all members
    of staff have sufficient money available to last until they can
    visit a branch of their own bank (this may necessitate team
    members drawing cash from ATMs and lending funds to other team
    members).

7   Inform service provider switchboard that the team has removed to
    Mumbai/Pune and request that a divert be placed on all voice and
    fax calls to designated telephone numbers in Mumbai/Pune.


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                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6.3.5 Checklist of actions after move to alternate site



                                                                          Time
                                 Action                                completed
                                 ------                                ---------
                                                                 
1   Conduct an information audit to assess which information is not
    immediately available.

2   Conduct an audit of hardware availability and request
    replacement/loan hardware be made available from Ontrack if
    appropriate.

3   Contact departments that are due to be visited in the next one
    week to confirm that the visits are still going ahead.

4   Test the diversion of mail, e-mail, telephone and fax
    communications.

5   Arrange for salvage of any equipment remaining at the
    Mumbai/Pune office.

6   List any equipment destroyed so that an insurance claim can be
    filed.

7   Plan for removal of the team back to a Mumbai/Pune location.


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                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6.4  Disaster - Loss of Key Personnel

6.4.1 Possible reasons for this disaster

          a)   death of key staff

          b)   long term sickness of key staff

          c)   staff leaving at short notice (voluntary or compulsory)

6.4.2 Actions



                                                                          Time
                                 Action                                completed
                                 ------                                ---------
                                                                 
1   Deal with any personnel issues (this should be handled by HR
    and/or WNS senior managers in accordance with appropriate
    company procedures)

2   Locate the following items that may have been in the care or
    possession of the individuals:

    -    Work diary

    -    Laptop computers, printers and accessories

    -    Backup media

    -    Project specific documentation

    -    Company specific documentation

    -    Manuals and procedures

    -    Other IT related equipment (for example shiva tokens/mobiles etc.)

    -    Travel documents and foreign currency.

3   Contact the nominated deputy so that they can start to take over
    any necessary functions of the missing person

4   Analyse the person's diary/daybook/electronic organiser for
    future business meetings. In respect of every appointment:

    -    Attempt to contact the person/department

    -    Ensure that they are aware of the situation and take any
         necessary action (reschedule meeting, cancel meeting or go
         ahead with changed personnel).

5   Identify any personal effects within the office and ensure that
    these are returned to the person/relatives.

6   Amend project plans

7   Arrange for a long-term replacement to be provided and trained
    accordingly.


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The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS

6.5  Disaster - Destruction of Computer Based Information

6.5.1 Possible reasons for this disaster

          a)   accidental damage to a Desktop / laptop (e.g. dropping the laptop
               before suitable backups have been taken.)

          b)   accidental damage to a laptop (e.g. dropping the laptop where no
               suitable backups exist)

          c)   deliberate deletion of data from computer systems and/or backups

          d)   virus infection

          e)   theft of hardware (in which case also consider the potential for
               unauthorised disclosure of information to outsiders).

6.5.2 Immediate actions

          a)   locate backups of the information - these may be located at the
               Mumbai \ Pune Offices, or they may be at the home of the Manager
               - Information Management.

          b)   if necessary, locate replacement hardware (even if the
               specification of the replacement equipment is lower than that
               which was damaged/lost)

6.5.3 Recovery plan

6.5.3.1 The plan is that information will be restored from backups to a suitable
     hardware platform (either desktop or laptop - note that a laptop may not be
     absolutely necessary to allow an individual to perform his/her function).

6.5.3.2 If the laptop/desktop has been stolen, then it must be assumed, unless
     disk encryption software was loaded, then the information on the system may
     be disclosed to unauthorised outsiders. If this disclosure does occur, then
     also invoke the actions defined in Section 6.6 of this document.

6.5.4 Checklist of actions



                                                                          Time
                                 Action                                completed
                                 ------                                ---------
                                                                 
1   Assess what data may be on the machine.

    -    Inform WNS Im and Senior managers of the potential
         disclosure of information

    -    Consider any 'damage limitation' that may be necessary to
         mitigate the loss.

    If the equipment was stolen, inform the necessary people within
    WNS and, if appropriate, file a report with the Police.

2   Locate any available backups and assess how up to date the
    information on the backups is. It may also be necessary to check
    for completeness of the information on the backup device.

3   Obtain suitable replacement hardware configured with an
    appropriate base operating system and commercial applications.

4   Reload backups on the new hardware and test.


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                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6.6  Disaster - Disclosure of Sensitive Information

6.6.1 Possible reasons for this disaster

          a)   loss or theft of a laptop system containing sensitive information

          b)   loss or theft of sensitive paperwork

          c)   loss or theft of backup media.

6.6.2 Immediate actions

          a)   Perform an initial assessment of what information may have been
               disclosed, assess the potential impact on the business of WNS
               and/or it's Customers.

          b)   Report the incident to WNS, Local Information Security Expert,
               (Manager - Quality and Facilities)

          c)   Report the incident to Respective Manager.

6.6.3 Recovery plan

6.6.3.1 The handling of this particular incident may require exceptional skill
     in the area of media management (especially if the information concerned is
     considered to be highly sensitive).

6.6.3.2 Regardless of the format of the information loss (electronic or paper),
     an assessment as to how likely it is that the information will be disclosed
     will need to be undertaken and inform the relevant departments in WNS
     and/or it's Customers.

6.6.3.3 Likewise, an assessment of the potential impact of disclosure will also
     need to be undertaken, so that appropriate mitigating actions can be taken.

6.6.4 Checklist of actions



                                                                          Time
                                 Action                                completed
                                 ------                                ---------
                                                                 
1   Attempt to identify what information may have been disclosed and
    what the potential impacts may be in terms of:

    -    Financial loss

    -    loss of reputation

    -    degraded safety

    -    breach of legal or regulatory obligations

    -    loss of personal privacy.

2   Inform senior WNS managers of the situation (if appropriate also
    make a report to the Police).

3   Liaise with WNS's public relations department to prepare an
    appropriate press statement (in the event that the disclosure
    does become public).

4   Inform all staff that they must not speak to any representative
    of the media, and that all enquiries should be directed to WNS's
    public relations department.


                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

6.7  Disaster - Loss of Paper Records

6.7.1 Possible reasons for this disaster

          a)   accidental destruction by someone (e.g. accidental shredding of
               papers)

          b)   fire or flood or any other natural disaster affecting the
               offices.

6.7.2 Immediate actions

          a)   Perform an initial assessment of the information that has been,
               potentially, lost and ascertain if the information may also be
               held in electronic format (i.e. so that it can be re-created).

          b)   If necessary, contact relevant departments/customers to obtain
               photocopies of documentation under their custody.

          c)   Arrange for salvage of any papers that may still be available.

6.7.3 Recovery plan

6.7.3.1 The recovery of paper records depends on there being either:

          a)   the original document still available in machine readable format
               so that it can be reprinted

          b)   a copy of the document being available off-site so that it can be
               photocopied

          c)   salvage of the document after the disaster.

6.7.3.2 If none of these circumstances exist, then it is probable that the
     document cannot be recovered.

6.7.4 Checklist of actions



                                                                          Time
                                 Action                                completed
                                 ------                                ---------
                                                                 
1   If the loss is due to a criminal act, then ensure that the
    incident is report to the Police through appropriate WNS
    channels.

2   Conduct an audit to assess what information has been lost.

3   Request all team members search through their personal documents
    and media to attempt to locate copies of missing documents.

4   Where documents cannot be found among the team members, make
    specific requests to specific external departments and companies
    for copies of documents that they may hold.

5   Review physical and procedural countermeasures to make it less
    likely that a similar incident will occur in the future.


                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

7    Emergency Contacts

7.1  Internal



 First Name and
    Surname                  Address & Contact Details              Contacted
- ---------------              -------------------------              ---------
                                                              
Mumbai

Roy Marshall      401 Gyan Ghar, 14th Road
                  Khar, Mumbai - 400 052
                  Tel No. 605 3349 / 605 3338 / 98200 73851

Siraj Irani       D-2/91, Bharucha Colony, S.V.Road,
                  Andheri (W), Mumbai - 400 058
                  Tel No. 6289951 /9820136744

Vibha Padalkar    6A Tarang, 224 Tamil Sangham Marg, Sion East
                  Mumbai 400022
                  Tel No. 409 5083 / 9820215686

Nayan Desai       B/32, Jeevan Sudha, Juhu Lane,
                  Andheri (W), Mumbai - 400 058
                  Tel No. 6243715 /98200 57526

Sean Pimenta      9 Greenfields, St. Anthony's Road,
                  Chembur, Mumbai - 400 071
                  Tel No. 555 6731 / 98202 10525

Regan D'souza     Elysuim, 67 D'montePark Road,
                  Bandra, Mumbai 400050
                  Tel No. 6426930 / 9820128755

Hemal Varma       501 Mala Apartment, Dadabhai Crossroad No.1
                  VileParle West, Mumbai 400056
                  Tel No. 6714419/9820120869

Bernard Dias      Elysium 1st Floor, West Flat, Lady Jamshedji
                  Crossroad 2, Mahim, Mumbai 400016.
                  Tel No. - 446 4923 / 98200 24124

Rajesh            K-1, Mint Colony, Senapati Bapat Marg,
Chinchanikar BA   Mahim ( West), Mumbai - 400 016
PRA-IBM           Tel No. - 444 5 227

Sudhir Shetty     Sunil A-35, Tulsiram Co-operative Housing
                  Society, Near Hotplate Rest. Opp J&J, LBS Marg,
                  Mulund (west) Mumbai
                  Tel. No 9820133168

Clyde Gregory     Vijaynagar, B-7 B wing First floor
                  Taluka Vasai, Naigaon West, Thane - 401207
                  Tel No. 95250-301228 / 9820322211

Rajesh D'mello    Ashirwad Gharodwadi, Opp Mulgaon Church,
                  Tamtalao, Vasai west, Thane 401201
                  Tel. No. 95250-323872

Munaf             204 City Park, Sharifa Road, Amrut Nagar,
Gadgoankar        Kausa, Mumbra, Thane.
                  Tel No. 5355350

Vidhya            15/3 Safina Sadan, 07 Bunglows
Fernandez         Andheri (W) Mumbai
                  Tel No. 6343959/9820050405


                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.



 First Name and
    Surname                  Address & Contact Details              Contacted
- ---------------              -------------------------              ---------
                                                              
Pune

Sulakshana        8/12 Anandnagar, Paud Road
Patankar          Kothrud, Pune 411029
                  Tel No. - 5421841 / 98230 64730

Krishnamurthy     1112, Ravivar Peth,
Seetharamu        Pune 411002
                  Tel No.- 98231 66750

Cyril Joseph      Thrupthi, 62/6A, Near Hadapsar Railway Station
                  Mundhwa, Pune 411036
                  Tel No. - 6811324 / 9624 383823

Dinaz Irani

Abhay


                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

8    Contingency Site

8.1  Addresses

8.1.1 The address for WNS Mumbai is:

          Pirojshanagar, Gate 1A,
          Express Highway,
          Vikhroli - East,
          Mumbai - 400079

8.1.2 The address for WNS Pune is

          Sofotel Building, 1st Floor and 3rd Floor
          Deepak Complex
          National Games Road
          Yerawada
          Pune - 411 006

8.2  Telephones and Faxes

8.2.1 The telephone number for receipt of incoming calls is:

          WNS Mumbai:
          Board Numbers: 0091 22 597 6100 or 0091 22 597 6400
          Technical Support : 0091 22 5976 175

          WNS Pune:

          Board Numbers: 0091 02 669 8720-2,
          Technical Support: 0091 22 669 8727

8.2.2 The fax numbers for receipt of incoming faxes is

          WNS Mumbai:
          Fax Numbers 0091 22 518 8306-07

          WNS Pune:
          Fax Numbers 0091 20 6698723

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

8.3  E-mail

     The e-mail addresses of emergency account in the event of the internal
     Email not functioning are

     Roy Marshall - roy.marshall@wns-group.com

     Siraj Irani - siraj.irani@wns-group.com

     Vibha Padalkar - vibha.padalkar@wns-group.com

     Nayan Desai - nayan.desai@wns-group.com

     Regan D'souza - regan.dsouza@wns-group.com

     Hemal Varma - hemal.verma@wns-group.com

     Sulakshana Patankar - sulakshana.patankar@wns-group.com

     Sean Pimenta - sean.pimenta@wns-group.com

     Sudhir Shetty - sudhir.shetty@wns-group.com

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

9    Team Responsibilities

9.1  Introduction

9.1.1 The aim of this section is to identify those individuals who have specific
     tasks to perform in the event of disaster.

9.1.2 If the Primary Person is not available, then the Secondary Person must
     take over the role of the named Primary Person. If the named Primary Person
     becomes available at a later time, then he may only take over the
     documented role with the agreement of the Managing Director AND the person
     already performing the stated role.

9.2  Named Roles

          Role               Primary Person        Secondary Person
          ----               --------------        ----------------

Contingency Planning      Roy Marshall          Nayan Desai
Manager

Core Team members

Location Manager -        TBA                   Regan D'souza
Mumbai                                          Hemal Varma

Location Manager - Pune   Sulakshana Patankar   Nominated Supervisor

Human Resources and       Siraj Irani           Mumbai - Vidhya
Public Relations                                Fernandez
                                                Pune - Dinaz Irani

Facilities                Sean Pimenta          Mumbai - Bernard Dias
                                                Pune - Cyril Joseph

Technical Support         Nayan Desai           Mumbai - Clyde Gregory
                                                Pune - Krishnamurthy S


                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

9.3  Contingency Planning Manager (Managing Director)

          -    He is responsible for the overall management of the disaster.

          -    He should ensure that orders are conveyed to staff.

          -    He has overall responsibility for ensuring that the new
               environment is built quickly, efficiently and correctly.

          -    He should co-ordinate the activities of the staff working within
               the contingency site and should ensure that work progresses in a
               logical manner.

          -    He is also responsible to higher management for progress reports
               and also to provide input to the press officer that may be
               promulgated to the media.

          -    He must not speak directly to the media under any circumstances.

          -    He has the authority to declare a disaster and to invoke any
               Disaster Recovery contracts without reference to anyone else.

          -    He has responsibility for keeping senior management fully
               informed of progress.

9.4  Technical Support

          -    The technical support staff are responsible for the configuration
               of PCs.

          -    In order to undertake this work, they are responsible for
               maintaining master copies of any required software, off-site, to
               enable PCs to be correctly configured. Software includes the DOS
               operating system, Windows 95, network products, databases and
               office applications.

          -    They must be able to configure hardware, load systems and base
               applications software, load special to type software and be able
               to test that PC based equipment performs correctly in all
               respects, including any necessary network communications.

9.5  Facilities Manager

          -    He is responsible for providing a suitable working environment
               and accommodation for staff who have to be relocated to the other
               sites.

          -    He is also responsible for ensuring that following items are made
               available (even if this means depriving other staff of the
               resources)

               Laptop computers,    Desktop computers   Printing facilities
               portable printers,
               cables & ink
               cartridges

               Telephones           Fax                 Photocopying

               Desks & chairs       LCD projector       Stationery

               Pool cars            Cellular phones     Travel Arrangements

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

10   Incident/Action Log

10.1 Format

10.1.1 An Incident/Action Log is used to document the process of recovering the
     services from the time that the initial incident occurred (or was
     discovered) through to the eventual return to normal

10.1.2 The log should be used for both real disaster situations and during test
     of the disaster recovery arrangements.

10.1.3 It should contain:

          a)   the sequence of events in chronological order for reference and
               reporting purposes

          b)   information which can assist in any post-disaster/test appraisal
               of the adequacy of the Plan.

10.1.4 The log will be a useful aid to another member of staff who may have to
     take over control of a disaster/situation. When in use, the log should be
     held and maintained by the Managing Director or Location Manager so that a
     single, definitive record exists of the progress of recovery actions and
     any problems encountered. Under no circumstances should the MD or Location
     Manager write in the log himself. Someone specifically appointed, at the
     time, to fulfil this role should perform the writing. This is so that, if
     necessary, the log can be used as a legal document in any subsequent
     investigation of the incident.

10.1.5 Occasions may arise where a second "disaster incident" occurs before the
     first one has been cleared by a return to normal. In these circumstances it
     is for the Managing Director to decide whether:

          a)   the second incident constitutes a "new" disaster and to create a
               new Incident/Action log, or

          b)   the second incident is an "extension" of the first and any
               resulting action should be recording in the existing log.

10.1.6 The log should consist of one form per incident/action. It is suggested
     that the completed forms should be inserted into the master disaster plan
     folder in chronological order so that they build up to create a complete
     picture of recovery process and the actions which had to be carried out in
     order to achieve recovery.

10.1.7 Any incident that may result in the Business Continuity Plan being put
     into effect should be recorded on the form, as should any incident, which
     occurs, or action taken during the emergency or recovery process.

10.2 Instructions for Completion

10.2.1 Any incident which occurs and results in a disaster being declared should
     be recorded on the Incident/Action Form and passed to the Managing
     Director.

10.2.2 Any action taken, or further incidents occurring during the recovery
     process, should be recorded on an Incident/Action Form and passed to the
     Managing Director.

10.2.3 The original of each Incident/Action form should be passed to the
     Managing Director as soon as possible after the event so that overall
     control of the recovery process can be maintained. Cross-referencing to
     previously completed (or partially completed) forms should be made as
     applicable.

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

10.3 Incident form

Date ____________________                Time ________________

                                         Serial Number _________________________

                                            (to be completed by MD
                                                or Location Manager)

Name of person reporting this incident

______________________________________

Description of Incident                  Action taken

______________________________________   _______________________________________

______________________________________   _______________________________________

______________________________________   _______________________________________


Name of person completing this form      Signature

______________________________________   ______________________________________


                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

11   Handling Public Relations

11.1 Guideline

11.1.1 Following a serious incident at WNS, it would be reasonable to assume
     that the press would hear of it and would probably report it. If the
     incident was very serious, such as a fire that was evident to passers-by,
     then it is likely that television coverage would also occur. All this can
     be used to advantage if handled correctly, or can become a damning
     criticism if not handled correctly.

11.1.2 In the event of an incident contact must be made as quickly as possible
     with the Customers Press Office.

11.1.3 All press statement only to be made through the Head - Resource
     Management or the MD

11.2 Do's and Don'ts

11.2.1 The following lists give some general advice as to how to handle the
     press:

11.2.2 DO

          -    agree a spokesman and notify all staff to direct media to the
               information centre

          -    have suitable information packs available containing background
               information about the building, directors and functions of WNS

          -    provide photographs suitable for use by the press and other
               "filler" information

          -    stick to the facts when preparing press statements and accentuate
               the positive aspects - a general purpose statement is given
               further below in this appendix

          -    stress remedial action

          -    demonstrate concern

          -    monitor press coverage and correct any errors

          -    bore the media to death with information - if you lose interest
               before they do, they will suspect that something is being
               withheld from them

11.2.3 DON'T

          -    make statements to the press, unless you are authorised to do so

          -    underestimate the media

          -    let the story dribble out, take control of the situation and
               issue precise statements

          -    minimise the problem or appear to be complacent about the
               situation

          -    speculate - stick only to facts

          -    attribute blame, that is the job of incident investigators at a
               later date

          -    say "No Comment", as this can be construed to mean that someone
               is attempting a cover-up.

11.3 Press Statement

     A suitable press statement is given below. It should be adapted to suit the
     needs of a particular incident. Certain statements can be optionally
     included, but only include them if you know that they are really true !

                                 Press Statement

     The fire/explosion/incident at the [location], is naturally, very
     concerning to both our customers, staff and our partners in commerce.

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

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

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

     [We can assure you that all members of staff are safe and that no-one has
     been injured]

     [At this time we have no reports of any injuries to staff or visitors]

     The management of the incident is being handled by our own experts who are
     working to a well developed and practised plan.

     There will be a further statement as soon as more information is available.

11.4 FRIENDS AND RELATIVES STATEMENT

11.4.1 After a major incident, it is possible that friends or relatives of staff
     will attempt to contact them. In all cases it is important that only
     accurate information is made available to genuine callers.

11.4.2 Therefore arrangements should be made at the time to allow staff to make
     a short out-going call after a disaster.

11.4.3 All incoming calls should be given the following message:

                         Friends and Relatives Statement

     At present we have no information regarding [name]. As soon as he/she
     arrives at the recovery site, I will pass on a message asking them to call
     you.

     Please can you let me have your name and a telephone number where you can
     be reached.

11.4.4 The call should then be logged to allow the relevant member of staff to
     return the telephone call.

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

12   BACKUP STRATEGY

12.1 Personal Computers

12.1.1 All personal computers should be backed up to:

     a)   removable media (e.g. ZIP cartridge) which is held off-site (typically
          at the individual's home) or,

     b)   the Im server.

12.1.2 It is also expected that all 'current' work is held on the hard drive of
     any laptop based system so that, providing the laptop computer is
     available, the work can be made easily available in the event of loss of
     access to the office or loss of logical access to the Im server.

12.2 Servers

12.2.1 The WNS server is located locally in the server room.

12.2.2 This means that the WNS Server can be backed-up in accordance with its
     operational instructions, and the backup stored off-site or in the office

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 6

                             DISASTER RECOVERY PLAN

The contents of this document are confidential and is meant only for the
personnel identified on the distribution list. No part of this document may be
copied or distributed without permission from WNS.

13   Emergency Contact List

13.1.1 Fire

     Mumbai - 101 or 022-5170730

     Pune - 101 or 020-6696400

13.1.2 Police

     Mumbai - 100 or 022-5782240/2492/2189

     Pune - 100 or 020-6684456

13.1.3 Godrej

     Board Number - 022-5188030

     For extension, dial 8 from a WNS phone followed by the extension number.

     VP - Mr CK Vaidhya-4123

     Civil - Mr. Burzorgi-4159

     Administration - Mr Pai-4381

     Electrical - Mr. Sule-4167

     Security - 4293/4181

     Water - 4206/4277

     Medical - 4

     Sofotel

     Board Number - 020-6684155

     Property Manager (Mahesh Chitalia) - 020-6683825

     Estate Manager (Col. Mahajan) - 020-6688094

     Group 4 Control room - 020-5443702

13.1.4  Company Medical Advisor

     Mumbai - P.H. Medical Centre

          Dr. Vivek Jain - 022-6053030.

     Pune - Medinova

          Dr. Hedge - 020-5533731, 5534801, 5534814

                          (WORLD NETWORK SERVICES LOGO)



                                   SCHEDULE 7

                             DATA SECURITY MEASURES

1. WNS must ensure that:

(a)  only those personnel employed specifically for the performance of the
     Services are allowed access to the Data and that their access complies with
     any requirements in this Agreement and any mutually agreed procedures;

(b)  all access to WNS' Systems and BA's Systems is controlled by means of
     secure passwords, individual to each named person allowed access to the
     systems. Named individuals must be employees or sub-contractors of WNS;

(c)  applications from WNS personnel for access to BA's Systems under this
     Agreement are made in the appropriate BA form and in accordance with BA's
     applicable procedures;

(d)  passwords associated with each individual are not divulged to any other
     person;

(e)  such passwords are changed at a maximum interval of 90 (ninety) days and no
     password is repeated by the relevant user within a period of six changes;

(f)  in the event that any person who has been allowed access to WNS' Systems or
     BA's Systems is no longer employed by WNS for the performance of the
     Services such access and relevant passwords shall be removed immediately
     such person ceases to be employed in the provision of the Services;

(g)  in the event that any breach or suspected breach of the Data Security
     Measures is discovered by either party any passwords currently in use by
     the relevant persons allowed access to the Data are altered and such breach
     or suspected breach is reported to BA immediately;

(h)  WNS immediately advises BA IM Information Security if WNS becomes aware
     that any employees or sub-contractors have deliberately or inadvertently
     gained access to any Data, or any BA application, system or network other
     than those agreed, stating clearly the system/s to which access has been
     granted in addition to the system to which unauthorised access has been
     gained;

(i)  all employees are accountable for any transaction performed under their
     system log-on identity and such log-on identifies are not divulged to any
     other person;

(j)  all network connections with BA comply fully with Chapter 12 of the most
     recent version of the BA Information Security WNS Manual that has been
     supplied to WNS;


                                                                         Page 99



(k)  appropriate controls (e.g. firewalls, security tokens, segregation of
     networks) are implemented by WNS prior to access being granted to BA
     Systems;

(l)  its procedures comply with either British Standard BS7799 "A Code of
     Practice for Information Security Management" or International Standard
     ISO17799;

(m)  where reasonably practical, the Database and the Data and any analyses,
     profiles or documents derived therefrom are kept on a separate drive from
     all other data and documentation of WNS;

(n)  the entire Database is backed up at least every 24 hours (and more
     regularly where given the nature of the content of the Database it would be
     reasonably prudent to do so) and that such back-up copies are moved to a
     secure location away from WNS' facilities in which the operating Database
     is held but from which they can be retrieved within 24 hours;

(o)  its employees or Permitted Contractors only use the Data for the purpose of
     performing the Services;

(p)  its employees and the employees of its Permitted Contractors who are given
     access to the Data are made fully aware, prior to being given access, of
     the Data Security Measures and the procedures put in place to comply with
     Clause 21.3 of the Agreement.

2. In the event that the Database is corrupted or lost as a result of any action
or omission by WNS, BA may, in addition to any other remedies that may be
available to it either under this Agreement or otherwise, require WNS at its own
expense to restore or procure the restoration of the Database using the back-up
copy referred to in paragraph 1(m) above.


                                                                        Page 100



                                   SCHEDULE 8

                               CHILDWORKING POLICY

Notwithstanding the provisions of this Agreement:

1. WNS Employees must be above the age of 15 or the local legal minimum age,
whichever is greater. All applicable laws and regulations governing the nature
and amount of work performed by those above the minimum working age and under
the age of 18 must be followed.

2. WNS Employees above the minimum working age and below the age of 18 must not
be engaged in hazardous work.

3. Locally applicable child labour laws must be observed at all times.

4. WNS must maintain official documentation of all WNS Employees including date
of birth.


                                                                        Page 101



                                   SCHEDULE 9

                     STANDARD HARDWARE AND STANDARD SOFTWARE

The charge charged by WNS per MPE/UTP, will include one workstation usable on a
shift basis, with the following hardware/software (as upgraded from time to
time):

A Pentium III based PC with up to 128MB RAM and up to a 10GB hard disk
A 17 inch Monitor
Windows 2000
MS Office 2000, with Word, Excel and Powerpoint
Printing facility on a shared Laser Printer.

The charge also includes the use of common board and fax lines. In case BA
wishes for a dedicated telephone line or fax line, the charges paid on the
dedicated line will be recharged back to BA.


                                                                        Page 102



                                   SCHEDULE 10

                                EXISTING SERVICES


                                                                        Page 103



                                   SCHEDULE 10

                                  Existing SLAs

REDACTED   CONFIDENTIAL TREATMENT REQUESTED

           The asterisked portions of this document have been omitted and are
           filed separately with the Securities and Exchange Commission.



                                                                                     Rate
                                                                                     per
                                                                     Budget  No of  staff
WNS SLA REF        Customer Dept.   SLA Signatory    Budget Holder   Number  Staff   p/a         UTP/Other form of Charges
- -----------        --------------  ---------------  ---------------  ------  -----  -----  -------------------------------------
                                                                      
BOM01/XBA/FIN/001  BA World Cargo  Andrea Webb      Tony Nothman     56501    ****   ****

BOM01/XBA/FIN/002  BA World Cargo  Jane Proctor     Jane Proctor     12565    ****   ****

BOM01/XBA/FIN/003  BA Mail         Doreen Power     Jane Proctor     96045    ****   ****
                   Revenue                                                    ****   ****
                   Accounts

BOM01/XBA/FIN/004  BA A/C Ops -    Leo Morris       Leo Morris       12623                 Tagging ****
                   Data Integrity                                                          Cash Transactions ****
                   Receipt                                                                 Credit Transactions ****
                   Services/                                                               TOD Utilisations ****
                   Refunds

BOM01/XBA/FIN/005  BA A/C Ops -    Leo Morris       Leo Morris       12623                 Superlong Records (ATSR) ****
                   Data Integrity                                                          Superlong Records (BSP) ****
                   Receipt                                                                 Short Records ****
                   Services/Sales                                                          Long Records ****
                                                                                           Man Sales 1st Pass ****
                                                                                           Man Sales 2nd Pass ****
                                                                                           Incidentals ****

BOM01/XBA/FIN/006  BA A/C Ops -    Richard Hoyland  Richard Hoyland  12627                 Prime Unmatched Usage Work ****
                   Data Integrity                                                          CQC/OAT/CB/ACI's per ticket ****
                   Support                                                                 COR's per ticket ****
                                                                                           Tagging ****

BOM01/XBA/FIN/007  BA A/C Ops -    Richard Hoyland  Matthew Bradley  12626                 Samples/SATA/ Oneworld ****
                   Data Integrity                                                          Non-Sample/ Rev Sample ****
                   Travel and                                                              BA Unmatched ****
                   Imaging                                                                 Exchange / Refunds ****
                   Services                                                                NS/OC MCR's / Mismatches ****
                                                                                           Dummy MCR's / Matching ****
                                                                                           OC FIM's ****

BOM01/XBA/FIN/008  BA A/C Ops -    Laura Campbell   Laura Campbell   12625                 Non-Sample IBIS ****
                   Interline and                                                           Oneworld evaluation ****
                   Loss                                                                    Sample Finalization ****
                   Prevention                                                              IBS Rejection Memo's ****
                                                                                           Image retrieval via image viewer ****
                                                                                           Image retrieval via local cache ****
                                                                                           BA FIM's ****
                                                                                           MCO's ****
                                                                                           PTA's ****
                                                                                           LTB's ****
                                                                                           XSB's ****
                                                                                           Miscellaneous ****
                                                                                           Provisional Billing ****
                                                                                           Image retrieval via image viewer ****
                                                                                           UAF Rebills ****
                                                                                           TIF's ****

BOM01/XBA/FIN/010  BA A/C Ops -    Ann McGarry      Ann McGarry      12622    ****   ****  Effective October 2001 remuneration
                   Passenger                                                               will be ****
                   Revenue Audit

BOM01/XBA/FIN/011  BA A/C Ops -    Roy A Rogers     Roy A Rogers     12632                 ****
                   Ticket Records

BOM01/XBA/FIN/012  BA World Sales  Bianca Menezes   Bianca Menezes   36008    ****   ****
                   Support

BOM01/XBA/FIN/013  BA World Cargo                                    USA 80   ****   ****

BOM01/XBA/FIN/014  BA Internline  Laura Campbell   Laura Campbell    12625    ****   ****
                   Capture




                                   SCHEDULE 10

                                  Existing SLAs



             Next Rev/
              SLA End                         WNS Resource       Review
  SLA Dt        Date        WNS Contact          Queries         Start     Status
- ----------   ---------   ----------------   ----------------   ---------   ------
                                                            
01-Apr-01    01-Apr-02   Roger D'Mello                         l5-Feb-02   OK
01-Sep-01    01-Sep-02   Hamsaz Vasmnia                        18-Jul-02   OK
01-Aug-01    01-Aug-02   Anita Sani                            17-Jun-02   OK
01-Apr-01    01-Apr-02   Hemal Varma                           15-Feb-02   OK
01-Apr-01    01-Apr-02   Michelle Charles                      15-Feb-02   OK
01-Apr-01    01-Apr-02   Hemal Varma                           15-Feb-02   OK
01-Apr-01    01-Apr-02   Arlene D'SA                           15-Feb-02   OK
01-Apr-01    01-Apr-02   Michelle Charles                      15-Feb-02   OK
01-Apr-01    01-Apr-02   Hemal Varma                           15-Feb-02   OK
13-Oct-00    31-Mar-02   Hemal Varma                           14-Feb-02   OK
01-Sep-01    01-Sep-02   Hemal Varma                           18-Jul-02   OK
01-May-01    01-May-02   Roger D'Mello                                     SLA
                                                                           to be
                                                                           signed
01-Feb-02                Anita Menezes      Michelle Charles               OK




  SLA Dt       Remarks                    TEAM                      Supervisor          P-Form Raised
- ----------   ----------   ------------------------------------   ----------------   ---------------------
                                                                        
01-Apr-01                 BA CARGO MNDC                          Arlene D'SA
01-Sep-01                 BA CARGO Travel Conformance            Arlene D'SA
01-Aug-01                 BA Mail Revenue Accounting             Arlene D'SA        Yes - query budget no
01-Apr-01                 BA PRA Refunds Cash/Credit             Michelle Charles   Yes
01-Apr-01                 BA PRA Sales Operations/Manual Sales   Michelle Charles   Yes
01-Apr-01                 BA PRA Coupon Matching - Prime/Rep     Geetha Iyer        Yes
01-Apr-01                 BA PRA Travel Ops - Sample/Non Sam     Arlene D'SA        Yes
01-Apr-01                 BA PRA Interline I/H                   Michelle Charles   Yes
01-Apr-01                 BA PRA Fares Audit                     Geetha Iyer        Yes
13-Oct-00                 BA PRA Ticket Records                  Geetha Iyer        Yes
01-Sep-01                 BA PRA                                 Geetha Iyer
01-May-01    New SLA to   BA CARGO MNDC                          Arlene D'SA
             be signed
             off
01-Feb-02                 Sales Operations                       Michelle Charles




                                   SCHEDULE 10

                                  Existing SLAs

REDACTED CONFIDENTIAL TREATMENT REQUESTED

         The asterisked portions of this document have been omitted and are
         filed separately with the Securities and Exchange Commission.



                                                                                                Budget  No. Of   Rate Per
     WNS SLA Ref.               Customer Department           SLA Signatory     Budget Holder   Number   Staff  Staff p/a
     ------------       ----------------------------------  ----------------  ----------------  ------  ------  ---------
                                                                                              
PNQ01/XBA/AMS/001       contactBA UK                        Vickie Maconachy  Vickie Maconachy   36854   ****      ****

PNQ01/XBA/AMS/002       Global Service Standards            Ken Farnworth     John Edwards       55601   ****      ****
                                                                              Geoff Want         47081   ****      ****
                                                                              David Hyde         25511   ****      ****
                                                                              Janice Woods       25551   ****      ****
                                                                              Sarah Lintern      50126   ****      ****
                                                                              Sarah Lintern      50126   ****      ****

PNQ01/XBA/AMS/004       BA Operations Control Systems       Colin Gallant     Mark Lennon        47081   ****      ****

PNQ01/XBA/AMS/006       Training Logistics                  Mark Cumming      Mark Cumming       25092   ****      ****

PNQ01/XBA/AMS/007       BA Engg. - Fleet Airworthiness      Dave Holman       Rob Pendle         61012   ****      ****

PNQ01/XBA/AMS/008       BA Information Security             Martin Wragg      Phil Johnson       20311   ****      ****

PNQ01/XBA/AMS/009       BA Aircraft Services Business Unit  Andy Garner       Helen Newman       54707

PNQ01/XBA/AMS/010 New
SLA raised to me
PNQ/XBA/AMS/11/21 &
BOM 22                  BA World Sales Support Team         Bianca Menezes    Bianca Menezes     36008   ****      ****

PNQ01/XBA/AMS/011 New
SLA raised to me
PNQ/XBA/AMS/10/21 &
BOM 22                  BA World Sales Support Team         Bianca Menezes    Bianca Menezes     36008   ****      ****

PNQ01/XBA/AMS/014       Speedwing (Air Mauritius)           Martin E. Smith   Ian Inglis         31031

PNQ01/XBA/AMS/021 New
SLA raised to me
PNQ/XBA/AMS/010/11 &
BOM 22                  BA World Sales Support Team         Bianca Menezes    Bianca Menezes     36008   ****      ****

PNQ01/XBA/AMS/023       BA Marketing Distribution           Noel Gilmartin    Noel Gilmartin     36701

PNQ01/XBA/AMS/024       BA Engg Supply Chain,
                        Material Services                   Stephen Madden    Stephen Madden     64105   ****      ****

PNQ01/XBA/AMS/026       eBA Delivery UK                     Eddie Nelson      Eddie Nelson       20085   ****      ****
                                                                                                         ****      ****

PNQ01/XBA/AMS/027       BA Engineering - EWS                Kevin Middleton   Kevin Middleton    66002   ****      ****

PNQ01/XBA/AMS/027       BA Engineering - EWS                Kevin Middleton   Kevin Middleton    66002   ****      ****

PNQ01/XBA/AMS/028       BA World Cargo                      Kevin Steele      Kevin Steele       55591   ****      ****

PNQ01/XBA/AMS/029       BA World Cargo                      Kevin Steele      Kevin Steele       55591   ****      ****

PNQ01/XBA/AMS/030       BA World Cargo                      Kevin Steele      Kevin Steele       55591   ****      ****

PNQ01/XBA/AMS/031       BA Fuel Planning                    Jim A. Davies     David Rushmer      48151

PNQ01/XBA/AMS/032       BA World Cargo                      Kevin Steele      Kevin Steele       55591   ****      ****

PNQ01/XBA/AMS/033       BA World Cargo                      Kevin Steele      Kevin Steele       55591




                                   SCHEDULE 10

                                  Existing SLAs

REDACTED   CONFIDENTIAL TREATMENT REQUESTED

           The asterisked portions of this document have been omitted and are
           filed separately with the Securities and Exchange Commission.



                                               Next Rev/                                                Review
UTP/Other form of charges            SLA Dt     SLA End        WNS Contact        Resource Queries      Start
- -------------------------          ---------   ---------   ------------------   -------------------   ---------
                                                                                       
                                   1-Apr-01    l-Apr-02    Vishwas Patwardhan   Manoj Motwani         15-Feb-02
                                   1-Apr-01    l-Apr-02    Shivani Sarpotdar    Sulakshana Patankar   15-Feb-02
                                   1-Apr-01    1-Apr-02    Sebastian Lopez      Sulakshana Patankar   15-Feb-02
                                   1-Apr-01    1-Apr-02    Vishwas Patwardhan   Sulakshana Patankar   15-Feb-02
                                   1-Apr-01    1-Apr-02    Nitin Patwardhan     Sulakshana Patankar   15-Feb-02
                                   8-Aug-0l    8-Aug-02    Arshad Farooqui      Sulakshana Patankar   24-Jun-02

**** flat rate                     1-Aug-00    1-Aug-02    Manoj Motwani        Sulakshana Patankar   17-Jun-02
                                   1-Apr-01    1-Apr-02    Aman Datta           Sulakshana Patankar   15-Feb-02
                                   1-Apr-01    1-Apr-02    Anita F/ Amit K      Sulakshana Patankar   15-Feb-02

****                               1-Oct-00    1-Oct-01    Michelle Almeida     Sulakshana Patankar   17-Aug-01
                                   1-Apr-01    1-Apr-02    Pradeep John         Sulakshana Patankar   15-Feb-02

****                               1-Apr-01    1-Apr-02    Nitin Patwardhan                           15-Feb-02
                                   11-Apr-01   11-Apr-02   Nitin Patwardhan     Sulakshana Patankar   25-Feb-02
                                   1-Jan-02    31-Mar-02   Andre Silveira       Sulakshana Patankar   14-Feb-02
                                   10-Oct-01   31-Dec-01   Nitin Patwardhan     Sulakshana Patankar   16-Nov-01

Additional staff for 4 months      1-Apr-02    3l-Jul-02   Nitin Patwardhan     Sulakshana Patankar
                                   01-Aug-01   01-Aug-02   Anita Fernandes      Ripple Mirchandani    17-Jun-02
                                   01-Oct-01   01-Oct-02   Amit Shah            Ripple Mirchandani    17-Aug-02
                                   01-Aug-0l   0l-Aug-02   Amit Shah            Ripple Mirchandani    l7-Jun-02

Citiflyer transaction ****         20-Sep-01   19-Sep-02   Nitin Patwardhan/    Manoj Motwani         05-Aug-02
British Airways transaction ****                           Michelle Almeida     Sulakshana Patankar
Concorde ****
                                   01-Nov-01   0l-Nov-02   Ripple Mirchandani   Ripple Mirchandani    l7-Sep-02



UTP/Other form of charges              Status          Remarks      Team       Supervisor         P-Forms Raised
- -------------------------          -------------   --------------   ----   ------------------   ------------------
                                                                                 
                                   New Draft SLA   Not signed off          Manoj Motwani
                                   OK                                      Manoj Motwani
                                   OK                                      Arshad Farooqui      Yes
                                   OK                                      Manoj Motwani        Yes
                                   OK                                      Manoj Motwani        Yes
                                   OK                                      Arshad Farooqui      Yes
                                                                                                Yes

**** flat rate                     OK                                      Manoj Motwani
                                   OK                                      Ripple Mirchandani   Yes - Consolidated
                                   OK                                      Ripple Mirchandani   Yes - Consolidated

****                               For Review      To be reviewed          Manoj Motwani
                                   OK                                      Ripple Mirchandani   Yes - Consolidated

****                               OK                                      Manoj Motwani
                                   OK                                      Manoj Motwani        Yes
                                   OK                                      Andre Silvera
                                   OK                                      Manoj Motwani        Yes

Additional staff for 4 months      OK                                      Manoj Motwani        Yes
                                   OK                               CARE   Ripple Mirchandani   Yes - Consolidated
                                   OK                               CARE   Ripple Mirchandani   Yes - Consolidated
                                   OK                               CARE   Ripple Mirchandani   Yes - Consolidated

Citiflyer transaction ****         OK                                      Manoj Motwani
British Airways transaction ****
Concorde ****
                                   OK                               CARE   Ripple Mirchandani   Yes - Consolidated
                                                                                                Yes - Consolidated




                                   SCHEDULE 10

                                  Existing SLAs

REDACTED CONFIDENTIAL TREATMENT REQUESTED

         The asterisked portions of this document have been omitted and are
         filed separately with the Securities and Exchange Commission.



                                                                                                            Rate    UTP/
                                                                                                     No.    per    Other
                                                                                            Budget    of   staff  form of
   WNS SLA UEF         Customer Department          SLA Signatory         Budget Holder     Number  Staff   p/a   charges   SLA Dt
- -----------------      -------------------          -------------         -------------     ------  -----  -----  -------   ------
                                                                                                   
PNQ01/XBA/FIN/002  BA World Cargo               Anthony A. Bayliss    Mark Evans             55572   ****   ****           1-Aug-01
                                                                      Matt Burton            55681   ****   ****
                                                                      Graham Bunsell         55617   ****   ****
                                                                      Janet Sum              55586   ****   ****
                                                                      Tony Bayliss           55586   ****   ****
                                                                      Tony Bayliss           55586   ****   ****
                                                                      Carina Fleischer       55977   ****   ****
                                                                      Carina Fleischer       55977   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Cormac Corrigan        55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****
                                                                      Simon J. King          55591   ****   ****

PNQ01/XBA/FIN/OO3  BA Accounting Operations UK  Michelle Scarsbrooke  Michelle Scarsbrooke   12605   ****   ****           1-Feb-01




                                   SCHEDULE 10

                                  Existing SLAs



                                                  WNS
                     Next Rev/                 Resource     Review
   WNS SLA REF     SLA End Date  WNS Contact    Queries     Start    Status  Remarks     TEAM      Supervisor   P - Forms Raised
- -----------------  ------------  -----------  ---------   ---------  ------  -------  ----------   ----------   ----------------
                                                                                    
PNQ01/XBA/FIN/002  0l-Aug-O2     Amit Shah                17-Jun-02  OK               BA Cargo    Ripple       Yes - Consolidated
                                                                                                  Mirchandani  Needs Checking

PNQ01/XBA/FIN/003  O1-Feb-02     Andre        Sulakshana  18-Dec-01  OK               Global      Andre        Yes
                                 Silveria     Patankar                                Accounting  Silveira




                                   SCHEDULE 10

                                  Existing SLAs

REDACTED  CONFIDENTIAL TREATMENT REQUESTED

          The asterisked portions of this document have been omitted and are
          filed separately with the Securities and Exchange Commission.



                                                                                              Rate
                                                                                       No.    per
                                                          SLA     Budget    Budget      of   staff       UTP/Other
   WNS SLA REF.            Customer Department         Signatory  Holder    Number    Staff   p/a     form of charges     SLA Dt
- -----------------          -------------------         ---------  ------    ------    -----  -----    ---------------     ------
                                                                                                
BOM02/XBA/GLS/011  BA Middle East/South Asia Business  Stephen    Steve   DXB01 4216                **** (12 mandays @  01-Nov-01
                                                       Allen      Allen                             **** per manday)
                                                                                                    **** per manday
                                                                                                    for any additional
                                                                                                    development




                                   SCHEDULE 10

                                  Existing SLAs



                                 Resource    Review                                                             Remarks from
Next Rev/SLA End  WNS Contact    Queries     Start     Status  Remarks     Team     Supervisor   P-Form Raised  Quality Team
- ----------------  -----------    --------    -------   ------  -------     ----     ----------   -------------  ------------
                                                                                     
31-Mar-02         Kenneth      Atulya Soin  14-Feb-02  OK               eCommerce  Roy Marshall
                  Fernandes



                                   SCHEDULE 11

                 SERVICE CREDITS AND SERVICE BONUSES PRINCIPLES

1. Service Credits and Service Bonuses are intended to provide WNS with an
incentive to meet the Service Levels applicable to a Service and, in the case of
Service Bonuses, to exceed them.

2. Service Bonuses are not, however, intended to enable WNS to recover a
significant or regular premium in addition to the Charges payable for the
Service. Similarly, Service Credits are not intended to unduly penalise WNS for
a shortfall in the quality of the Services provided by WNS. Both Service Bonuses
and Service Credits should therefore be reasonably proportional to the amounts
payable by BA for the relevant Services and the extent to which WNS has failed
to meet or exceeded the relevant Service Levels.

3. The method for determining when and in what amount Service Credits and
Service Bonuses are payable must be clear, measurable and quantifiable. In this
regard, the SLA Managers should consider factors such as:

(a)  whether WNS' performance against the Service Levels can be assessed in an
     objective and practical manner;

(b)  whether BA will be able to independently assess or verify WNS' performance;

(c)  the degree to which WNS will be allowed to use its own discretion and
     judgment as to the content of Deliverables; and

(d)  the degree to which the Services will otherwise involve subjective
     elements.

4. The formula for calculating the amount of a Service Credit or Service Bonus
should be fair and reasonable in light of the intention of the regime as
specified above. The SLA Managers should discuss whether such any proposed
formula accounts for, or should be expressed to have regard to, factors such as:

(a)  the degree to which WNS' performance relative to the Service Levels will be
     affected by factors beyond its control, including:

     (i)  downtime of relevant IT Systems outside WNS' control and other factors
          affecting WNS' ability to receive and communicate individual pieces of
          work; and

     (ii) the volume of work actually provided by BA to WNS during the relevant
          period for assessing performance, and the times at which that work was
          made available to WNS;

(b)  the error rate or percentage accuracy allowed for as part of a Service
     Level;


                                                                        Page 104



(c)  where an SLA is charged on an MPE basis, the fact that some MPEs may
     perform quality control functions; and

(d)  where an SLA is charged on a UTP basis, whether any further incentive other
     than Charges for the work actually performed by WNS is appropriate.


                                                                        Page 105



                                   SCHEDULE 12

                                 PURCHASE ORDER


                                                                        Page 106



                                   SCHEDULE 13

                          DISENGAGEMENT PLAN PRINCIPLES

The following principles must be considered and adhered to by the parties when
developing a Disengagement Plan, unless the nature of the Service is such that
any of the following is not applicable or appropriate:

1.   CONTENT OF DISENGAGEMENT PLAN

The Disengagement Plan will set out:

(a)  in detail, a timetable of activities to ensure compliance with the
     Disengagement Plan should there be termination of the relevant Service;

(b)  such measures as are reasonably necessary to ensure that there is no
     disruption in the supply of any Services (whether Terminated Services or
     not) to BA occasioned by the termination;

(c)  each of the activities to be undertaken by the parties;

(d)  the personnel and other resources each party will commit to provide
     Disengagement Assistance;

(e)  where reasonably practicable, any significant risk factors associated with
     the disengagement and contingencies to mitigate those risks; and

(f)  the costs associated with the Disengagement Assistance (having regard to
     Clause 14.9 of the Agreement).

2.   DISENGAGEMENT ASSISTANCE

A Disengagement Plan must set out, to the extent reasonably possible, the
Disengagement Assistance that WNS will reasonably be required to provide to BA
or its Designee. Subject to paragraph D below, Disengagement Assistance may
include (without limitation) requirements as to any of the following:

(a)  WNS using all reasonable endeavours to assist BA in discussions with
     potential alternative suppliers and to provide such cooperation to the
     suppliers as is reasonably requested by BA;

(b)  WNS assisting in the migration of the Data and the relevant software to
     either BA's own premises or the premises of a Designee, and to give BA
     and/or a Designee such help as may be reasonably necessary to enable such
     migration to take place;

(c)  WNS providing copies of the Data and Database and any related software on
     suitable magnetic or optical media as agreed in the Disengagement Plan and
     copies of any Deliverable or any associated documentation;


                                                                        Page 107



(d)  WNS providing such information on hardware, software, processes and
     procedures as would reasonably be required by BA to enable discussions with
     potential alternative suppliers to take place;

(e)  WNS providing such cooperation as is reasonably necessary to enable
     potential alternative suppliers to perform a technical joint verification
     or due diligence exercise in relation to the Terminated Services;

(f)  WNS providing hard and soft copies of all processes and procedure
     documentation (including without limitation the WNS Manuals) required to
     provide the Terminated Services;

(g)  WNS providing access to technical support personnel as may be reasonably
     necessary to resolve any technical problems during the transition of the
     Terminated Services;

(h)  WNS ensuring the attendance of relevant personnel at meetings as may
     reasonably be required;

(i)  WNS providing to BA and/or the Designee, any equipment and/or software
     which relates to the Services, title or the right to possession of which
     belongs to or is to be licensed to BA;

(j)  WNS procuring attendance at meetings of relevant personnel as may
     reasonably be required;

(k)  WNS arranging for the transition of the Terminated Services to another
     system;

(l)  WNS participating in BA's planning activities for the transition of the
     Terminated Services from WNS to BA or its Designee;

(m)  WNS providing training for personnel of BA or its Designee in the
     performance of the Terminated Services;

(n)  WNS making available to BA or its Designee pursuant to mutually acceptable
     terms and conditions, any equipment, hardware and/or software owned or
     licensed by WNS that is used for the performance of the Terminated
     Services; or

(o)  WNS providing to BA or its Designee any equipment, hardware, and/or
     software used to provide the Terminated Services title to or the right to
     possession of which belongs to or is to be licensed to BA;

(p)  where feasible, rehearsal or parallel testing of the Disengagement
     Assistance to be provided for a Terminated Service.

In all cases, the degree to which WNS is required to provide the Disengagement
Assistance may be expressed in the Disengagement Plan to depend on the reason
the Terminated Service is to cease.


                                                                        Page 108



3.   OTHER RIGHTS AND OBLIGATIONS

Subject to paragraph 4 below, a Disengagement Plan may set out any additional
rights and obligations of the parties that are appropriate to the relevant
Service.

4.   PROTECTION OF WNS INTELLECTUAL PROPRIETARY ITEMS

Notwithstanding any of the foregoing, a Disengagement Plan shall not require WNS
to provide, licence the use of, or otherwise make available any item (including
the WNS Manuals) the Intellectual Property Rights in which belong to WNS, other
than on the terms set out in Clauses 19.5, 19.6, 19.7 and 19.8 of the Agreement.


                                                                        Page 109




SIGNED by                            )
duly authorised signatory for and on )
behalf of                            )
BRITISH AIRWAYS PLC                  )


SIGNED by                            )
duly authorised signatory for and on )
behalf of                            )
WNS (UK) LIMITED                     )


SIGNED by                            )
duly authorised signatory for and on )
behalf of                            )
WNS (HOLDINGS) LIMITED               )


                                                                        Page 110



                                   APPENDIX A

                                 DATA PROTECTION

Note: In this policy the term 'employee' refers to employees, contractors and
temporary staff of WNS.

1.   POLICY

British Airways is an extensive user of personal data (information relating to
living individuals). The Data Protection Act 1998 lays down rules for the
handling of this personal data. This Act has replaced the earlier Data
Protection Act 1984 and extended its requirements in a number of significant
ways.

It is important that all employees are aware of the Act and abide by its rules.
Failure to do so could be a criminal offence and could render the employee
liable to prosecution, in addition to disciplinary action.

British Airways will make available reference and guidance material on data
protection. Line Managers must ensure that each of their employees has access to
this material. Each employee who processes personal data shall be given data
protection training and refresher training.

2.   PRINCIPLES

3.   SCOPE OF THE DATA PROTECTION ACT

The Act applies to any information about living individuals held or processed on
a computer system, personal computer or any other automated equipment. This
includes the contents of emails, information held on PCs, memos and letters. The
Act also applies to certain manual files that are specifically organised to keep
records on individuals.

The Act applies equally to the data processor as a company and to all its
employees, whatever their position within the company.

4.   ADDITIONAL RULES TO OBSERVE

The Data Protection Act contains a set of data protection principles, intended
to protect the rights of individuals. As a result of these principles, with
respect to personal data controlled by British Airways:

The data processor and all its employees must comply with British Airways'
specific instructions which are designed to ensure that personal data:

- -    is only collected and held in a manner which is fair to the person about
     whom the data is collected and held;


                                                                        Page 111



- -    is only collected and held if it is required for the legitimate business
     purposes of British Airways;

- -    is adequate relevant and not excessive for the purpose(s) for which it is
     required;

- -    is not kept for longer than is necessary for such purpose(s); and

- -    is kept accurate and up-to-date.

The data processor and all its employees must:

- -    limit the internal availability of personal data to those with a genuine
     'business need to know'; and

- -    take positive steps to prevent unauthorised access to or alteration,
     disclosure or destruction of, personal data.

The data processor and all its employees must not:

- -    allow third parties access to personal data unless approved by British
     Airways.

All employees of the data processor must, with regard to personal data
controlled by British Airways:

- -    refer all requests by individuals which refer to the Data Protection Act,
     for personal data that may be held about them, to their local data
     protection executive;

- -    comply with any additional instructions that may be issued to enable
     British Airways to meet its legal obligations; and

- -    attend any training sessions on data protection that they are required to
     attend. Line Managers must release their employees to attend such training.

All employees of the data processor must not, with regard to personal data
controlled by British Airways:

- -    attempt to access or use any personal data other than for a purpose
     directly related to their job.

Line Managers who become aware that any of their employees have access to
personal data which they are not authorised to look at, must report this to
their local data protection executive who will take any necessary and
appropriate action. In the meantime the Line Manager should ensure that the
employee stops accessing the data.


                                                                        Page 112



5.   LIABILITY OF EMPLOYEES

It may be a criminal offence for any employee, either knowingly or recklessly,
to obtain, hold, use, disclose or transfer personal data relating to British
Airways' business, in any unauthorised way.

Breach of this policy by any employee will result in disciplinary procedures
and, where an employee is guilty of a criminal offence they may be liable to
prosecution.

Line Managers may be criminally liable for the acts of their employees if they
do not supervise them adequately in relation to their data protection
obligations.

6.   THIRD PARTY REQUESTS FOR DATA

British Airways will assist the police, law enforcement agencies and
governmental organisations in connection with their enquiries, whilst respecting
the confidentiality of personal information held in British Airways' records and
ensuring compliance with the requirements of the Data Protection Act.

With regard to personal data controlled by British Airways, if an employee
receives a request from any of the above bodies, or any formal legal request to
release personal data, it must be reported to their local data protection
executive, who shall report such request to British Airways.


                                                                        Page 113

                                                                    Exhibit 10.9


                        CERTAIN PORTIONS OF THIS EXHIBIT
                        HAVE BEEN OMITTED PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT.

                           THE OMITTED PORTIONS HAVE
                        BEEN FILED WITH THE COMMISSION.






                                              (ON LETTERHEAD OF BRITISH AIRWAYS)

May 18th 2006


FROM:       KEITH WILLIAMS
            Chief Financial Officer
            British Airways Plc
            Waterside HAA3
            PO Box 365
            Harmondsworth
            Middlesex UB7 OGB

TO:         STEVE DUNNING
            WNS Global Services (UK) Ltd
            Ash House
            Fairfields Avenue
            Staines
            Middlesex TW14 4AN


Dear Sir


CONFIDENTIAL AND SUBJECT TO CONTRACT


Re:   FRAMEWORK AGREEMENT NUMBER S25W00219 RELATING TO THE PROVISION OF
      BUSINESS PROCESS OUTSOURCING SERVICES.

We refer to our recent discussions concerning an extension to the existing
contractual relationship between British Airways and WNS.

The purpose of this letter is to confirm that based on what we have discussed to
date and subject to the successful negotiation and signing of a contract between
you and British Airways the following commercial terms will apply to an
extension of contract S25W00219. This letter and its terms shall be treated as
confidential information of each of the parties for the purposes of the
contractual Confidentiality provisions between the parties.

This letter is intended to be and shall be construed only as a letter of intent
and is strictly subject to contract. No provision of this letter shall in any
way create or imply (or constitute any offer the acceptance of which would give
rise to) legally binding relations in any way between the parties. Neither party
to this letter shall in any way be bound to agree the terms of or proceed with
any of the arrangements detailed below.

Each party is responsible for any costs it may incur in respect of this matter.

REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.


                                              (ON LETTERHEAD OF BRITISH AIRWAYS)



PROPOSED COMMERCIAL TERMS

PRICING

1.   It is intended to transfer certain activities contained in existing SLA's
     (SLA Processes) from an MPE charging mechanism to a Unit Transaction
     Pricing (UTP) charging mechanism in line with a ten (10) month programme
     plan (the UTP Transfer Period). *** MPE shall be completed by 1st
     December 2006 with a further *** MPE completed by 1st April 2007
     (Appendix 2 refers). It shall be a condition that such transfer shall have
     no adverse affect on WNS performance, or increase to the unit cost of the
     service.

2.   Any transfer from MPE charging to UTP charging shall be based upon the
     current MPE pricing levels and using calculation formulae to be agreed
     between the parties for each applicable SLA. Realistic Estimates (RE's)
     shall be applied as follows:

     a)   Existing RE's shall be used to calculate the UTP price for the initial
          *** MPE transferred

     b)   For the *** MPE to subsequently transfer the parties agree where
          possible to identify the existing RE's and prior to actual transfer to
          UTP charging a more accurate RE. It is intended that WNS shall be
          entitled to retain the first ten percent (10) of efficiency
          improvements from the existing RE and the parties shall share on an
          equitable basis any additional improvements in efficiency.

3.   In the event that elements of the agreed transfer programme are not
     achieved due to BA's failure then those SLA Processes which do not transfer
     in line with the agreed programme shall, for such period as they remain MPE
     beyond the agreed transfer date, be subject to an increase in price as
     follows:

     a)   For the initial *** MPE an increase of four and a half percent from
          the date the transfer deadline is missed and a further four and a half
          percent increase from the British Airways financial year 2007-2008.

     b)   For the subsequent *** MPE an increase of six percent from the 1st
          April 2007

4.   For any existing SLA Processes where it is agreed that such activities are
     not considered suitable for transfer from MPE charging to UTP rates will
     remain unchanged. WNS shall be entitled to exploit opportunities for
     flexible working where appropriate (ie no adverse effect on quality or
     performance). The services will be reviewed periodically to establish
     whether circumstances have changed and the service is suitable for transfer
     to UTP. RE's shall be calculated in such a way as to incentivise both BA
     and WNS to move to UTP.

5.   In the event that an SLA Process moves to UTP charging and as a result of
     Performance or Service failures caused solely by WNS is required to move
     back to an MPE charging basis, the current MPE pricing levels shall apply.

6.   Any new business given by British Airways to WNS shall be subject to the
     then current pricing if such business is an extension of business already
     awarded to WNS (ie organic growth),

7.   Any new business awarded by British Airways to WNS that is considered to be
     new work (ie a new SLA) shall be subject to the pricing levels agreed with
     British Airways Procurement on a case by case basis.

                                              (ON LETTERHEAD OF BRITISH AIRWAYS)



TERMS AND CONDITIONS

8.   WNS shall not re-locate the normal performance of any existing BA SLA
     Processes away from the facilities where the services are currently
     performed without prior written notification to the BA Contract Manager,
     however WNS shall be entitled to move work within approved sites providing
     that all BA systems and security requirement are complied with. A list of
     approved WNS sites shall be agreed as part of the contract.

9.   This commercial Agreement shall be subject to good faith discussions and
     embodiment into a contract change order. Target date for signature is 15
     July 2006. This shall include amendments discussed through the recent
     negotiation process to certain terms contained in the existing agreement
     including revisions to clauses relating to Definitions, Information
     Systems, Intellectual Property, Data Protection, Exit and Termination.


DURATION

10.  The revised agreement shall be effective to May 2012.


SERVICE LEVEL AGREEMENTS (SLA'S)

11.  The existing SLA's shall be subject to review to assess opportunities for
     consolidation, UTP transfer and to ensure compliance with the revised
     commercial terms.

12.  Performance remedies for all SLA's shall be agreed during the UTP Transfer
     Period. These will be designed to provide a genuine performance incentive
     for WNS. Although, BA is more interested in receiving excellent service
     than service credits, a robust service credit mechanism will be built into
     the contract.


IT SYSTEMS AND PROCESSES

13.  The programme for transfer to UTP shall be subject to an agreed process
     with British Airways IM and Security departments to ensure compliance with
     British Airways corporate governance. It is recognised that greater
     flexibility will be required to support UTP activity. A description of how
     greater flexibility will be achieved is attached as Appendix 1 to this
     document. Further assessments for IT opportunities (ie WNS Net) shall be
     undertaken through 2006.


TERMINATION

14.  SLA's may be terminated by BA upon the provision of 90 days written notice.
     In any 12 month rolling period, in the event that SLA's to a value of more
     than 25% of existing revenues are terminated (excluding termination for
     valid business reasons such as process automation) and BA does not replace
     this work with other work then WNS may consider the portion of the work
     terminated which is above the 25% cap to be terminated for convenience and
     subject to a negotiated termination for convenience payment.


OTHER BUSINESS

15.  BA confirms that it is considering new business proposals from WNS that, if
     awarded, could amount to approximately Pound 250,000 of annual revenue. In
     the event that this business is awarded it will be subject to the terms and
     conditions of the framework agreement.

This letter shall be governed by the laws of England and Wales and the parties
hereby submit to the exclusive jurisdiction of the courts thereof.

                                              (ON LETTERHEAD OF BRITISH AIRWAYS)



Please confirm your agreement to the terms of this letter by executing the
attached copy of the same and returning it to us.


Yours faithfully



/s/ Keith Williams                          /s/ Silla Maizey
Keith Williams                              Silla Maizey
for and on behalf of                        for and on behalf of
BRITISH AIRWAYS PLC                         BRITISH AIRWAYS PLC



Agreed and accepted


/Signed/
- ------------------------

Date   22(nd) May 2006
    --------------------


for and on behalf of
WNS GLOBAL SERVICES (UK) LTD

                                              (ON LETTERHEAD OF BRITISH AIRWAYS)



                                  APPENDIX 1.

                  ID AND APPLICATION LOGON PROCESS FLEXIBILITY.


AS IS ID REQUEST PROCESS - TO ACQUIRE AN 'N' NUMBER.

1.   BA authorised manager raises request for contractor logon (This could be
     done by WNS Manager).
2.   Request goes to BA to a Manager authorised to approve this request
     (typically this is the requester's line manager in the Corporate
     Directory.)
3.   The request is approved or denied.
4.   N Number and password is assigned automatically.


AS IS APPLICATION REQUEST.

1.   Request to access application is raised in Corporate Directory by WNS.
2.   Request is authorised/approved by BA Line manager in Corporate Directory
     (not WNS Line Manager).
3.   Once approved the request is flowed to the system administration team for
     the system to which access has been requested. (note each individual system
     has its own separate administration team.).
4.   A system ID is created for the user entitling them to access the
     application.
5.   The application is deployed to the user's PC (where relevant) or access is
     automatically available if the application is a web based tool.
6.   User is notified of access (and passwords given where relevant).


WHAT BA CAN DO TO GIVE WNS FLEXIBILITY.

1.   Have 1 BA person as the BA Authorised Manager for all WNS ID requests.
2.   Have 1 BA person as the BA Authorised Manager for all WNS application
     requests (Steve Hunt to check and confirm).
3.   Arrange for a number of system accesses for 1 person at the start of the
     UTP transfer process to facilitate WNS flexibility on BA systems (subject
     to unsafe combinations).


WHAT BA CANNOT DO TO GIVE WNS FLEXIBILITY.

1.   Let ID Request approving/Authorising Manager be WNS.
2.   Let application Access Approving/Authorising Manager be WNS.
3.   Change SLA for set-up times on individual applications.
4.   Facilitate WNS being the System Administrator for set-ups on a particular
     system (this is physically impossible).

Please note that any applications to which access is granted must be used by the
user every 3 months in order to avoid the application access being disabled.

It is believed this solution will offer the flexibility that WNS needs by
focussing WNS ID and Application approvals through 1 BA person to reduce
turnround times. By giving each user ID access to a number of core applications
this should assist flexibility. It should be noted that most systems need some
type of training to operate so the main blocker to flexibility will be the time
it takes the WNS person to learn how to operate the system.

REDACTED     CONFIDENTIAL TREATMENT REQUESTED
             The asterisked portions of this document have been omitted and are
             filed separately with the Securities and Exchange Commission.


                                              (ON LETTERHEAD OF BRITISH AIRWAYS)



                                   APPENDIX 2.

                             UTP TRANSFER PROGRAMME


Services to be transferred from a MPE to a UTP charging mechanism will be
transferred in accordance with the following programme commencing on June 1st
2006.

Phase 1

Completion date: 31st July 2006
Total MPE: ***

Phase 2

Completion date: 30th September 2006
Total MPE: **

Phase 3

Completion date: 30th November 2006
Total MPE: **

Phase 4

Completion date: 31st March 2007
Total MPE: ***

                                                                   Exhibit 10.10

                          WNS(HOLDINGS) LIMITED, JERSEY
                            2002 STOCK INCENTIVE PLAN

1.   PURPOSES OF THE PLAN

     The purposes of this Stock Incentive Plan are to attract and retain the
     best available personnel, to provide incentive for management, directors,
     employees of the Company or its subsidiaries and other Board approved
     individuals as the case may be.

2.   DEFINITIONS

     As used herein, the following definitions shall apply:

     (a) "Administrator" means the Board or any of the Committee/s appointed to
     administer the Plan.

     (b) "Applicable Laws" means the legal requirements relating to the
     administration of stock incentive plans, if any, under applicable
     provisions of English and Jersey corporate and securities laws, the rules
     of any applicable stock exchange or national market system, and the laws of
     any other jurisdiction applicable to Awards granted to residents therein.

     (c) "Award" means the grant of an Option over Shares of the Company under
     the Plan,

     (d) "Award Agreement" means the written agreement evidencing the grant of
     an Award executed by the Company and the Grantee, including any amendments
     thereto.

     (e) "Board" means the Board of Directors of the Company.

     (f) "Business Day" means a day (other than a Saturday or Sunday) on which
     banks generally are open in London for a full range of business.

     (g) "Change in Control" means a change in ownership or control of the
     Company as defined in the City Code on Takeovers and Mergers.

     (h) "City Code on Takeovers and Mergers" means the UK City Code on
     Takeovers and Mergers issued from time to time on behalf of the UK Panel on
     Takeovers and Mergers.

     (i) "Committee" means any Committee/s appointed by the Board to administer
     the Plan.

     (j) "Common Stock" means the ordinary shares of the Company.

     (k) "Company" means WNS (Holdings) Limited, Jersey.

     (l) "Continuous Service" means that the provision of services to the
     Company or a Subsidiary in any capacity of Employee or Director, is not


                                       1



     interrupted or terminated. Continuous Service shall not be considered
     interrupted in the case of (i) any approved leave of absence, (ii)
     transfers among the Company, any subsidiary, or any successor, in any
     capacity of Employee or Director, or (iii) any change in status as long as
     the individual remains in the service of the Company or a subsidiary in any
     capacity of Employee or Director (except as otherwise provided in the Award
     Agreement). An approved leave of absence shall include sick leave, military
     leave, or any other authorized personal leave. No such leave may exceed
     ninety (90) days, unless reemployment upon expiration of such leave is
     guaranteed by statute or contract or unless specifically approved by the
     Board of the Company.

     (m) "Corporate Transaction" means any of the following transactions :

          (i)  a merger or consolidation in which the Company is not the
               surviving entity, except for a transaction the principal purpose
               of which is to change the jurisdiction in which the Company is
               incorporated;

          (ii) the sale, transfer or other disposition of all or substantially
               all of the assets of the Company (including the share capital of
               the Company's Subsidiaries) in connection with the complete
               liquidation or dissolution of the Company;

          (iii) any reverse merger in which the Company is the surviving entity
               but in which securities possessing more than fifty percent (50%)
               of the total combined voting power of the Company's outstanding
               securities are transferred to a person or persons different from
               those who held such securities immediately prior to such merger;
               or

          (iv) acquisition by any person or related group of persons (other than
               the Company or by a Company-sponsored employee benefit plan) of
               beneficial ownership of securities possessing more than fifty
               percent (50%) of the total combined voting power of the Company's
               outstanding securities (whether or not in a transaction also
               constituting a Change in Control), but excluding any such
               transaction that the Administrator determines shall not be a
               Corporate Transaction.

     (n) "Director" means a member of the Board or the board of directors of any
     Subsidiary.

     (o) "Disability" means that a Grantee is permanently unable to carry out
     the responsibilities and functions of the position held by the Grantee by
     reason of any medically determinable physical or mental impairment. A
     Grantee will not be considered to have incurred a Disability unless he or
     she furnishes proof of such impairment sufficient to satisfy the
     Administrator in its discretion.


                                       2



     (p) "Employee" means any person, including an Officer or Director, who is
     an employee of the Company or any Subsidiary. The payment of a director's
     fee by the Company or a Subsidiary shall not be sufficient to constitute
     "employment" by the Company.

     (q) "Fair Market Value" means, either (i) the most recent price per newly
     issued share immediately prior to the grant date, adjusted to reflect any
     material changes in market conditions and differences in the relative
     rights of individual shareholders under the Plan and as determined by the
     Board of the Company; or (ii) such value as agreed by the Board of the
     Company.

     (r) "Grantee" means an Employee or Director who receives an Award pursuant
     to an Award Agreement under the Plan.

     (s) "Immediate Family" means any child, stepchild, grandchild, parent,
     stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
     mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law
     or sister-in-law, including adoptive relationships, any person sharing the
     Grantee's household (other than a tenant or employee), a trust in which
     these persons have more than fifty percent (50%) of the beneficial
     interest, a foundation in which these persons (or the Grantee) control the
     management of assets, and any other entity in which these persons (or the
     Grantee) own more than fifty percent (50%) of the voting interests. This
     term will also include a legal representative of the Grantee.

     (t) "Option" means an option to purchase Shares of the Company pursuant to
     an Award Agreement granted under the Plan.

     (u) "Parent" means a holding company as defined in Article 2 of the
     Companies (Jersey) Law 1991.

     (v) "Plan" means this WNS (Holdings) Limited, Jersey, 2002 Stock Incentive
     Plan.

     (w) "Related Entity" means any Parent, Subsidiary and any business,
     corporation, partnership, limited liability company or other entity in
     which the Company, a Parent or a Subsidiary holds a 20 percent ownership
     interest, directly or indirectly.

     (x) "Related Entity Disposition" means the sale, distribution or other
     disposition by the Company, a Parent or a Subsidiary of all or
     substantially all of the interests of the Company, a Parent or a Subsidiary
     in any Related Entity effected by a sale, merger or consolidation or other
     transaction involving that Related Entity or the sale of all or
     substantially all of the assets of that Related Entity, other than any
     Related Entity Disposition to the Company, a Parent or a Subsidiary.

     (y) "Share" means an ordinary share of the Common Stock.

     (z) "Subsidiary" means in relation to an undertaking ("the Holding
     Undertaking"), any other undertaking in which the Holding Undertaking (or


                                       3



     persons acting on its or their behalf) for the time being directly or
     indirectly holds or controls either:

          (a)  a majority of the voting rights exercisable at general meetings
               of the members of that undertaking on all, or substantially all,
               matters; or

          (b)  the right to appoint or remove directors having a majority of the
               voting rights exercisable at meetings of the board of directors
               of that undertaking on all, or substantially all, matters,

     and any undertaking which is a Subsidiary of another undertaking shall also
     be a Subsidiary of any further undertaking of which that other is a
     Subsidiary.

     (aa) "Termination date" means the date on which the notice of termination
     has been served.

     (bb) "Trust" means the WNS Employees' Stock Incentive Plan Trust.

     (cc) "Trustees" means Mourant & Co. Trustees Limited as trustees of the
     Plan, the trustees from time to time of the Trust, and the trustees from
     time to time of any other employee benefit trust established by the
     Company.

3.   STOCK SUBJECT TO THE PLAN

(a)  Subject to the provisions of Section 10, below, the maximum aggregate
     number of Shares which may be issued pursuant to the Awards is 3,613,181
     (three million six hundred thirteen thousand and one hundred eighty one)
     Shares. The Shares to be issued pursuant to Awards may be authorized, but
     unissued, or reacquired Common Stock.

(b)  Any Shares covered by an Award (or portion of an Award) which is forfeited
     or canceled, expires or is settled in cash, shall be deemed not to have
     been issued for purposes of determining the maximum aggregate number of
     Shares which may be issued under the Plan. Shares that actually have been
     issued under the Plan pursuant to an Award shall not be returned to the
     Plan and shall not become available for future issuance under the Plan,
     except that if unvested Shares are forfeited, or repurchased to the extent
     permissible by the Applicable Laws by the Company at their original
     purchase price, such Shares shall become available for future grant under
     the Plan.

4.   ADMINISTRATION OF THE PLAN

(a)  Plan Administrator

     (i)  Administration. With respect to grants of Awards, the Plan shall be
          administered by the Administrator. Once appointed, the Administrator
          shall continue to serve in its designated capacity until otherwise
          directed by the Board.


                                       4



     (ii) Administration Errors. In the event an Award is granted in a manner
          inconsistent with the provisions of this subsection (a), such Award
          shall be presumptively valid as of its grant date to the extent
          permitted by the Applicable Laws.

(b)  Powers of the Administrator. Subject to Applicable Laws and the provisions
     of the Plan (including any other powers given to the Administrator
     hereunder), and except as otherwise provided by the Board, the
     Administrator shall have the authority, in its discretion:

     (i)  to select the Employees and Directors to whom Awards may be granted
          from time to time hereunder;

     (ii) to determine whether and to what extent Awards are granted hereunder;

     (iii) to determine the number of Shares or the amount of other
          consideration to be covered by each Award granted hereunder;

     (iv) to approve forms of Award Agreements for use under the Plan;

     (v)  to determine the terms and conditions of any Award granted hereunder;

     (vi) to amend the terms of any outstanding Award granted under the Plan,
          provided that any amendment that would adversely affect the Grantee's
          rights under an outstanding Award shall not be made without the
          Grantee's written consent;

     (vii) to construe and interpret the terms of the Plan and Awards granted
          pursuant to the Plan, including without limitation, any notice of
          Award or Award Agreement, granted pursuant to the Plan;

     (viii) to establish additional terms, conditions, rules or procedures to
          accommodate the rules or laws of applicable jurisdictions and to
          afford Grantees favorable treatment under such laws; provided,
          however, that no Award shall be granted under any such additional
          terms, conditions, rules or procedures with terms or conditions which
          are inconsistent with the provisions of the Plan; and

     (ix) to take such other action, not inconsistent with the terms of the
          Plan, as the Administrator deems appropriate.

5.   ELIGIBILITY

     Awards may be granted to Employees and Directors of the Company and its
     Subsidiaries as the Administrator may determine from time to time.


                                       5



6.   TERMS AND CONDITIONS OF AWARDS

(a)  Type of Awards. The Administrator is authorized under the Plan to make
     Awards which are not inconsistent with the provisions of the Plan and that
     by their terms involve or might involve the issuance of an Option, and with
     an exercise privilege related to the passage of time, or other conditions.

(b)  Designation of Award. Each Award shall be designated as an Award in the
     Award Agreement.

(c)  Conditions of Award. Subject to the terms of the Plan, the Administrator
     shall determine the provisions, terms, and conditions of each Award
     including, but not limited to, the Award vesting schedule, repurchase
     provisions, rights of first refusal, forfeiture provisions, form of payment
     upon settlement of the Award, payment contingencies, and satisfaction of
     any other criteria.

(d)  Acquisitions and Other Transactions. The Administrator may issue Awards
     under the Plan in settlement, assumption or substitution for, outstanding
     awards or obligations to grant future awards in connection with the Company
     or a Related Entity acquiring another entity, an interest in another entity
     or an additional interest in a Related Entity whether by merger, stock
     purchase, asset purchase or other form of transaction.

(e)  Early Exercise. The Award Agreement may, but need not, include a provision
     whereby the Grantee may elect at any time while an Employee or Director to
     exercise any part or all of the Award prior to full vesting of the Award.
     Any Shares received pursuant to such exercise may (to the extent permitted
     by the Applicable Laws) be subject to a repurchase right in favor of the
     Company or a Related Entity or to any other restriction the Administrator
     determines to be appropriate.

(f)  Term of Award. The term of each Award shall be the term stated in the Award
     Agreement, provided, however, that the term of an Option shall be no more
     than ten (10) years from the date of grant thereof.

(g)  Transferability of Awards. The Awards may not be sold, pledged, assigned,
     hypothecated, transferred, or disposed of in any manner other than by will
     or by the laws of descent or distribution and may be exercised, during the
     lifetime of the Grantee, only by the Grantee.

(h)  Time of Granting Awards. The date of grant of an Award shall for all
     purposes be the date on which the Administrator makes the determination to
     grant such Award, or such other date as is determined by the Administrator.
     Notice of the grant determination shall be given to each Employee or
     Director to whom an Award is so granted within a reasonable time after the
     date of such grant.


                                       6



7.   AWARD EXERCISE OR PURCHASE PRICE, CONSIDERATION AND TAXES

(a)  Exercise Price. The exercise or purchase price, if any, for any Shares to
     be acquired under any Award shall be the Fair Market Value at date of
     grant.

(b)  Consideration. Subject to Applicable Laws, the consideration to be paid for
     the Shares to be issued upon exercise of an Award including the method of
     payment, shall be determined by the Administrator. In addition to any other
     types of consideration the Administrator may determine, the Administrator
     is authorized to accept as consideration for Shares issued under the Plan
     the following :

          (i)  cash; or

          (ii) check.

(c)  Taxes. No Shares shall be delivered under the Plan to any Grantee or other
     person until such Grantee or other person has made arrangements acceptable
     to the Administrator for the satisfaction of any foreign or local income
     and employment tax withholding obligations, including, without limitation,
     obligations incident to the receipt of Awards or Shares. By participating
     in the Plan, Grantees agree that, upon exercise of an Award, the Company
     shall withhold or collect from Grantee an amount sufficient to satisfy such
     tax obligations.

8.   EXERCISE OF AWARD

(a)  Procedure for Exercise: Rights as a Shareholder

     (i)  Any Award granted hereunder shall be exercisable at such times and
          under such conditions as determined by the Administrator under the
          terms of the Plan and specified in the Award Agreement.

     (ii) An Award shall be deemed to be exercised when written notice of such
          exercise has been given to the Company in accordance with the terms of
          the Award by the person entitled to exercise the Award and full
          payment for the Shares with respect to which the Award is exercised.
          No adjustment will be made for a dividend or other right for which the
          record date is prior to the date the share certificate is issued,
          except as provided in the Award Agreement or Section 10, below.

(b)  Exercise of Award Following Termination of Continuous Service

     (i)  An Award may not be exercised after the termination date of such Award
          set forth in the Award Agreement and may be exercised following the
          termination of a Grantee's Continuous Service only to the extent
          provided in the Award Agreement.

     (ii) Where the Award Agreement permits a Grantee to exercise an Award


                                       7



          following the termination of the Grantee's Continuous Service for a
          specified period, the Award shall terminate to the extent not
          exercised on the last day of the specified period or the last day of
          the original term of the Award, whichever occurs first.

(c)  In case the Company goes into liquidation, all options shall cease to be
     exercisable and shall lapse immediately.

9.   CONDITIONS UPON ISSUANCE OF SHARES

(a)  Shares shall not be issued pursuant to the exercise of an Award unless the
     exercise of such Award and the issuance and delivery of such Shares
     pursuant thereto shall comply with all Applicable Laws, and shall be
     further subject to the approval of counsel for the Company with respect to
     such compliance.

(b)  As a condition to the exercise of an Award, the Company may require the
     person exercising such Award to represent and warrant at the time of any
     such exercise that the Shares are being purchased only for investment and
     without any present intention to sell or distribute such Shares if, in the
     opinion of counsel for the Company, such a representation is required by
     any Applicable Laws.

10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     Subject to any required action by the shareholders of the Company, the
     number of Shares covered by each outstanding Award, and the number of
     Shares which have been authorized for issuance under the Plan but as to
     which no Awards have yet been granted or which have been returned to the
     Plan, the exercise price of such outstanding Award, the maximum number of
     Shares with respect to which Options may be granted to any Employee in any
     fiscal year of the Company, as well as any other terms that the
     Administrator determines require adjustment may be proportionately adjusted
     for (i) any increase or decrease in the number of issued Shares resulting
     from a stock split, reverse stock split, stock dividend, rights issue,
     bonus issue, share consolidation, combination or reclassification of the
     Shares, or similar event affecting the Shares, (ii) any other increase or
     decrease in the number of issued Shares effected without receipt of
     consideration by the Company, or (iii) as the Administrator may determine
     in its discretion, however that conversion of any convertible securities of
     the Company shall not be deemed to have been "effected without receipt of
     consideration." Such adjustment shall be made by the Administrator and its
     determination shall be final, binding and conclusive. Except as the
     Administrator determines, no issuance by the Company of shares of stock of
     any class, or securities convertible into shares of stock of any class,
     shall affect, and no adjustment by reason hereof shall be made with respect
     to, the number or price of Shares subject to an Award.

11.  CORPORATE TRANSACTIONS/RELATED ENTITY DISPOSITIONS

     Except as may be provided in an Award Agreement:


                                       8



     (a)  Effective upon the consummation of a Corporate Transaction, all
          outstanding Awards under the Plan shall terminate. However, all such
          Awards shall not terminate if they are, in connection with the
          Corporate Transaction, assumed by the successor corporation or Parent
          thereof.

     (b)  Effective upon the consummation of a Related Entity Disposition, for
          purposes of the Plan and all Awards, the Continuous Service of each
          Grantee who is at the time engaged primarily in service to the Related
          Entity involved in such Related Entity Disposition shall be deemed to
          terminate and each Award of such Grantee which is at the time
          outstanding under the Plan shall be exercisable in accordance with the
          terms of the Award Agreement evidencing such Award. However, such
          Continuous Service shall be not to deemed to terminate if such Award
          is, in connection with the Related Entity Disposition, assumed by the
          successor entity or its parent.

12.  EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall become effective upon the earlier to occur of its adoption
     by the Board or its approval by the shareholders of the Company. No options
     shall be granted after the tenth year anniversary of the effective date of
     the Plan. Subject to Section 17 below and Applicable Laws, Awards may be
     granted under the Plan upon its becoming effective.

13.  AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

(a)  The Board may at any time amend, suspend or terminate the Plan. To the
     extent necessary to comply with Applicable Laws, the Company shall obtain
     shareholder approval of any Plan amendment in such a manner and to such a
     degree as required.

(b)  No Award may be granted during any suspension of the Plan or after
     termination of the Plan.

(c)  Any amendment, suspension or termination of the Plan (including termination
     of the Plan under Section 12, above) shall not affect Awards already
     granted, and such Awards shall remain in full force and effect as if the
     Plan had not been amended, suspended or terminated, unless mutually agreed
     otherwise between the Grantee and the Administrator, which agreement must
     be in writing and signed by the Grantee and the Company.

14.  PROVISION OF SHARES

(a)  The Company, during the term of the Plan, will at all times keep available
     such number of Shares as shall be sufficient to satisfy the requirements of
     the Plan. The Company's requirement in this regard is subject to the
     Company being able to obtain from the members of the Company sufficient
     support for any special resolutions necessary to authorise any required
     increases in the Company's share capital.


                                       9



(b)  The inability of the Company to obtain authority from any regulatory body
     having jurisdiction, which authority is deemed by the Company's counsel to
     be necessary to the lawful issuance and sale of any Shares hereunder, shall
     relieve the Company of any liability in respect of the failure to issue or
     sell such Shares as to which such requisite authority shall not have been
     obtained.

15.  NO EFFECT ON TERMS OF EMPLOYMENT

     The Plan shall not confer upon any Grantee any right with respect to the
     Grantee's Continuous Service, nor shall it interfere in any way with his or
     her right or the Company's right to terminate the Grantee's Continuous
     Service at any time, with or without cause. Grantees waive all rights to
     damages or compensation in consequence of the termination of office or
     employment with any company for any reason whatsoever (whether lawfully or
     in breach of contract) insofar as these rights arise or may arise from
     ceasing to have any Award or Option under the Plan or from the loss or
     diminution in value of such rights or entitlements.

16.  NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS

     Except as specifically provided in a retirement or other benefit plan of
     the Company or a subsidiary. Awards shall not be deemed compensation for
     purposes of computing benefits or contributions under any retirement plan
     of the Company or a subsidiary, and shall not affect any benefits under any
     other benefit plan of any kind or any benefit plan subsequently instituted
     under which the availability or amount of benefits is related to level of
     compensation.

17.  SHAREHOLDER APPROVAL

     The grant of Options under the Plan shall be subject to approval by the
     shareholders of the Company within six (6) months before or after the date
     the Plan is adopted. Such shareholder approval shall be obtained in the
     degree and manner required under Applicable Laws.


                                       10

                                                                   Exhibit 10.11


                            THE WNS (HOLDINGS) LTD.
                           2006 INCENTIVE AWARD PLAN


                                   ARTICLE 1.

                                     PURPOSE

         The purpose of the WNS Holdings, Ltd. 2006 Incentive Award Plan (the
"Plan") is to promote the success and enhance the value of WNS Holdings, Ltd., a
corporation organized under the laws of Jersey (the "Company"), by linking the
personal interests of the members of the Board, Employees, and Consultants to
those of Company shareholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
shareholders. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of members of the
Board, Employees, and Consultants upon whose judgment, interest, and special
effort the successful conduct of the Company's operation is largely dependent.

                                   ARTICLE 2.

                          DEFINITIONS AND CONSTRUCTION

         Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.

         2.1 "ADS" means one American Depositary Share of the Company.

         2.2 "Award" means an Option, a Restricted Share award, a Share
Appreciation Right award, a Performance Share award, a Performance Share Unit
award, a Share Payment award, a Deferred Share award, a Restricted Share Unit
award, a Performance Bonus Award, or a Performance-Based Award granted to a
Participant pursuant to the Plan.

         2.3 "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award, including through electronic medium.

         2.4 "Board" means the Board of Directors of the Company.

         2.5 "Change in Control" means and includes each of the following:

                  (a) A transaction or series of transactions (other than an
offering of Shares to the general public through a registration statement filed
with the Securities and Exchange Commission) whereby any "person" or related
"group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act) (other than the Warburg Entities, the Company, any subsidiary
of the Company, an employee benefit plan maintained by the Company or any
subsidiary of the Company or a "person" that, prior to such transaction,
directly or indirectly controls, is controlled by, or is under common control
with, any Warburg Entity or the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule





13d-3 under the Exchange Act) of securities of the Company possessing more than
50% of the total combined voting power of the Company's securities outstanding
immediately after such acquisition; or

                  (b) During any period of two consecutive years, individuals
who, at the beginning of such period, constitute the Board together with any new
director(s) (other than a director designated by a person who shall have entered
into an agreement with the Company to effect a transaction described in Section
2.5(a) hereof or Section 2.5(c) hereof) whose election by the Board or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the two-year period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or

                  (c) The consummation by the Company (whether directly
involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business
combination or (y) a sale or other disposition of all or substantially all of
the Company's assets in any single transaction or series of related transactions
or (z) the acquisition of assets or shares of another entity, in each case other
than a transaction:

                           (i) Which results in the Company's voting securities
outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
Company or the person that, as a result of the transaction, controls, directly
or indirectly, the Company or owns, directly or indirectly, all or substantially
all of the Company's assets or otherwise succeeds to the business of the Company
(the Company or such person, the "Successor Entity")) directly or indirectly, at
least a majority of the combined voting power of the Successor Entity's
outstanding voting securities immediately after the transaction, and

                           (ii) After which no person or group, other than the
Warburg Entities or any affiliate thereof, beneficially owns voting securities
representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this
Section 2.5(c)(ii) as beneficially owning 50% or more of combined voting power
of the Successor Entity solely as a result of the voting power held in the
Company prior to the consummation of the transaction; or

                  (d) The Company's shareholders approve a liquidation or
dissolution of the Company.

         2.6 "Code" means the Internal Revenue Code of 1986, as amended.

         2.7 "Committee" means the committee of the Board described in Article
12 hereof.

         2.8 "Consultant" means any consultant or adviser if: (a) the consultant
or adviser renders bona fide services to the Company; (b) the services rendered
by the consultant or adviser are not in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities; and (c) the



                                       2


consultant or adviser is a natural person who has contracted directly with the
Company or any Subsidiary to render such services.

         2.9 "Covered Employee" means an Employee who is, or could be, a
"covered employee" within the meaning of Section 162(m) of the Code.

         2.10 "Deferred Share" means a right to receive a specified number of
Shares or ADSs during specified time periods pursuant to Section 8.4 hereof.

         2.11 "Disability" means that the Participant qualifies to receive
long-term disability payments under the Company's long-term disability insurance
program, as it may be amended from time to time.

         2.12 "Effective Date" shall have the meaning set forth in Section 13.1
hereof.

         2.13 "Eligible Individual" means any person who is an Employee, a
Consultant or an Independent Director, as determined by the Committee.

         2.14 "Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.

         2.15 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.16 "Fair Market Value" means, as of any given date, (a) if the Shares
are traded on an exchange, the closing price of a Share as reported in the Wall
Street Journal for the first trading date immediately prior to such date during
which a sale occurred; or (b) if the Shares are not traded on an exchange but
are quoted on NASDAQ or a successor or other quotation system, (i) the last
sales price of a Share (if the Shares are then listed as a National Market Issue
under the NASD National Market System) or (ii) the mean between the closing
representative bid and asked prices (in all other cases) for a Share on the date
immediately prior to such date on which sales prices or bid and asked prices, as
applicable, are reported by NASDAQ or such successor quotation system; or (c) if
the Shares are not publicly traded, or with respect to any non-Share based Award
or the settlement of an Award, the fair market value established by the
Committee acting in good faith.

         2.17 "Full Value Award" means any Award other than an Option or other
Award for which the Participant pays the intrinsic value (whether directly or by
forgoing a right to receive a payment from the Company).

         2.18 "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

         2.19 "Independent Director" means a member of the Board who is not an
Employee of the Company.

         2.20 "Non-Employee Director" means a member of the Board who qualifies
as a "Non-Employee Director" as defined in Rule 16b-3(b) (3) under the Exchange
Act, or any successor rule.



                                       3


         2.21 "Non-Qualified Option" means an Option that is not intended to be
an Incentive Stock Option.

         2.22 "Option" means a right granted to a Participant pursuant to
Article 5 hereof to purchase a specified number of Shares or ADSs at a specified
price during specified time periods. An Option may be either an Incentive Stock
Option or a Non-Qualified Option.

         2.23 "Participant" means any Eligible Individual who, as a member of
the Board or Employee, has been granted an Award pursuant to the Plan.

         2.24 "Performance-Based Award" means an Award granted to selected
Covered Employees which the Committee determines shall be subject to the terms
and conditions set forth in Article 9 hereof. All Performance-Based Awards are
intended to qualify as Qualified Performance-Based Compensation.

         2.25 "Performance Bonus Award" has the meaning set forth in Section 8.6
hereof.

         2.26 "Performance Criteria" means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. The Performance Criteria that will
be used to establish Performance Goals are limited to the following: net
earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added, sales or revenue, net income (either before
or after taxes and share-based compensation), operating earnings, cash flow
(including, but not limited to, operating cash flow and free cash flow), cash
flow return on capital, return on net assets, return on shareholders' equity,
return on assets, return on capital, shareholder returns, return on sales, gross
or net profit margin, productivity, expense, margins, operating efficiency,
customer satisfaction, working capital, earnings per share, price per Share or
ADS, and market share, any of which may be measured either in absolute terms by
comparison to comparable performance in an earlier period or periods, or as
compared to results of a peer group, industry index, or other company or
companies. The Committee shall define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance
Period for such Participant.

         2.27 "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may, within the time
prescribed by Section 162(m) of the Code, adjust or modify the calculation of
Performance Goals for such Performance Period in order to prevent the dilution
or enlargement of the rights of Participants (a) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (b) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

         2.28 "Performance Period" means the one or more periods of time, which
may be of varying and overlapping durations, as the Committee may select, over
which the attainment of



                                       4


one or more Performance Goals will be measured for the purpose of determining a
Participant's right to, and the payment of, a Performance-Based Award.

         2.29 "Performance Share" means a right granted to a Participant
pursuant to Section 8.1 hereof, to receive Shares, the payment of which is
contingent upon achieving certain Performance Goals or other performance-based
targets established by the Committee.

         2.30 "Performance Share Unit" means a right granted to a Participant
pursuant to Section 8.2 hereof, to receive Shares or ADSs, the payment of which
is contingent upon achieving certain Performance Goals or other
performance-based targets established by the Committee.

         2.31 "Plan" means this WNS Holdings, Ltd. 2006 Incentive Award Plan, as
it may be amended from time to time.

         2.32 "Prior Plan" means the WNS Holdings, Ltd., Jersey 2002 Stock
Incentive Plan, as such plan may be amended from time to time.

         2.33 "Public Trading Date" means the first date upon which Shares or
ADSs are listed (or approved for listing) upon notice of issuance on any United
States securities exchange or designated (or approved for designation) upon
notice of issuance as a national market security on any United States
interdealer quotation system.

         2.34 "Qualified Performance-Based Compensation" means any compensation
that is intended to qualify as "qualified performance-based compensation" as
described in Section 162(m)(4)(C) of the Code.

         2.35 "Restricted Shares" means Shares or ADSs awarded to a Participant
pursuant to Article 6 hereof that is subject to certain restrictions and may be
subject to risk of forfeiture.

         2.36 "Restricted Share Unit" means an Award granted pursuant to Section
8.5 hereof.

         2.37 "Securities Act" shall mean the Securities Act of 1933, as
amended.

         2.38 "Share" means an ordinary share of the Company, par value 10 pence
per share, and such other securities of the Company that may be substituted for
Shares pursuant to Article 11 hereof.

         2.39 "Share Appreciation Right" or "SAR" means a right granted pursuant
to Article 7 hereof to receive a payment equal to the excess of the Fair Market
Value of a specified number of Shares or ADSs on the date the SAR is exercised
over the Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement.

         2.40 "Share Payment" means (a) a payment in the form of Shares or ADSs,
or (b) an option or other right to purchase Shares or ADSs, as part of any
bonus, deferred compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to Section 8.3 hereof.



                                       5


         2.41 "Subsidiary" means any "subsidiary corporation" as defined in
Section 424(f) of the Code and any applicable regulations promulgated thereunder
or any other entity of which a majority of the outstanding voting shares or
voting power is beneficially owned directly or indirectly by the Company.

         2.42 "Warburg Entities" means Warburg, Pincus International Partners,
L.P., a Delaware limited partnership; Warburg, Pincus Private Equity VIII, L.P.,
a Delaware limited partnership; Warburg, Pincus Netherlands International
Partners 1, C.V., a Commanditaire Ventooschap organized under the laws of the
Netherlands; and Warburg, Pincus Netherlands International Partners II, C.V., a
Commanditaire Ventooschap organized under the laws of the Netherlands.

                                   ARTICLE 3.

                           SHARES SUBJECT TO THE PLAN

         3.1 Number of Shares and ADSs.

                  (a) Subject to Article 11 and Section 3.1(b), the aggregate
number of Shares and ADSs, in the aggregate, which may be issued or transferred
pursuant to Awards under the Plan shall be equal to the sum of (x) three million
(3,000,000), and (y) any Shares or ADSs which as of the Effective Date are
available for issuance under the Prior Plan, and (z) any Shares or ADSs subject
to awards under the Prior Plan which terminate, expire, lapse for any reason or
are settled in cash on or after the Effective Date. In order that the applicable
regulations under the Code relating to Incentive Stock Options be satisfied, the
maximum number of Shares and ADSs that may be delivered under the Plan upon the
exercise of Incentive Stock Options shall be that number of shares specified in
Section 3.1(a)(x) above.

                  (b) To the extent that an Award terminates, expires, or lapses
for any reason, or is settled in cash, any Shares or ADSs subject to the Award
shall again be available for the grant of an Award pursuant to the Plan. Any
Shares or ADSs tendered or withheld to satisfy the grant or exercise price or
tax withholding obligation pursuant to any Award shall not subsequently be
available for grant of an Award pursuant to the Plan. To the extent permitted by
applicable law or any exchange rule, Shares and ADSs issued in assumption of, or
in substitution for, any outstanding awards of any entity acquired in any form
of combination by the Company or any Subsidiary shall not be counted against
Shares and ADSs available for grant pursuant to this Plan. To the extent that a
SAR is exercised for, or settled in, Shares or ADSs, the full number of shares
or ADSs subject to such SAR shall be counted for purposes of calculating the
aggregate number of Shares and ADSs available for issuance under the Plan as set
forth in Section 3.1(a), regardless of the actual number of shares or ADSs
issued upon such exercise or settlement. Notwithstanding the provisions of this
Section 3.1(b), no Shares or ADSs may again be optioned, granted or awarded if
such action would cause an Incentive Stock Option to fail to qualify as an
incentive stock option under Section 422 of the Code.

         3.2 Shares and ADSs Distributed. Any Shares or ADSs distributed
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or ADSs, treasury Shares or ADSs, or Shares or ADSs purchased on
the open market.



                                       6


         3.3 Limitation on Number of Shares and ADSs Subject to Awards.
Notwithstanding any provision in the Plan to the contrary, and subject to
Article 11 hereof, the maximum number of Shares and ADSs with respect to one or
more Awards that may be granted to any one Participant during any calendar year
shall be 500,000 and the maximum amount that may be paid in cash with respect to
one or more Awards to any one Participant which are not denominated in Shares or
ADSs or otherwise for which the foregoing limitation would not be an effective
limitation, the maximum amount that may be paid in cash during any calendar year
shall be $10,000,000, provided, however, that the foregoing limitations shall
not apply prior to the Public Trading Date and, following the Public Trading
Date, the foregoing limitations shall not apply until the earliest of: (a) the
first material modification of the Plan (including any increase in the number of
shares or ADSs reserved for issuance under the Plan in accordance with Section
3.1); (b) the issuance of all of the Shares and ADSs reserved for issuance under
the Plan; (c) the expiration of the Plan; (d) the first meeting of shareholders
at which members of the Board are to be elected that occurs after the close of
the third calendar year following the calendar year in which occurred the first
registration of an equity security of the Company under Section 12 of the
Exchange Act; or (e) such other date required by Section 162(m) of the Code and
the rules and regulations promulgated thereunder.

                                   ARTICLE 4.

                          ELIGIBILITY AND PARTICIPATION

         4.1 Eligibility. Each Eligible Individual shall be eligible to be
granted one or more Awards pursuant to the Plan.

         4.2 Participation. Subject to the provisions of the Plan, the Committee
may, from time to time, select from among all Eligible Individuals, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No Eligible Individual shall have any right to be granted an Award
pursuant to this Plan.

         4.3 Foreign Participants. Notwithstanding any provision of the Plan to
the contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate or have Eligible Individuals, the
Committee, in its sole discretion, shall have the power and authority to: (i)
determine which Subsidiaries shall be covered by the Plan; (ii) determine which
Eligible Individuals outside the United States are eligible to participate in
the Plan; (iii) modify the terms and conditions of any Award granted to Eligible
Individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable (any such
subplans and/or modifications shall be attached to this Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the
share limitations contained in Sections 3.1 and 3.3 hereof; and (v) take any
action, before or after an Award is made, that it deems advisable to obtain
approval or comply with any necessary local governmental regulatory exemptions
or approvals. Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would violate the
Exchange Act, the Code, any securities law or governing statute or any other
applicable law.



                                       7


                                   ARTICLE 5.

                                    OPTIONS

         5.1 General. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a) Exercise Price. The exercise price per Share subject to an
Option shall be determined by the Committee and set forth in the Award
Agreement; provided, that, subject to Section 5.2(b) hereof, the per share
exercise price for any Option shall not be less than 100% of the Fair Market
Value of a Share on the date of grant.

                  (b) Time and Conditions of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part; provided that the term of any Option granted under the Plan shall not
exceed ten years. The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an Option may
be exercised.

                  (c) Payment. The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment,
including, without limitation: (i) cash, (ii) Shares or ADSs having a fair
market value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof, including shares or ADSs that would
otherwise be issuable or transferable upon exercise of the Option, or (iii)
other property acceptable to the Committee (including through the delivery of a
notice that the Participant has placed a market sell order with a broker with
respect to Shares or ADSs then issuable upon exercise of the Option, and that
the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company at such time as may be
required by the Company, not later than the settlement of such sale), and the
methods by which Shares or ADSs shall be delivered or deemed to be delivered to
Participants. Notwithstanding any other provision of the Plan to the contrary,
after the Public Trading Date, no Participant who is a member of the Board or an
"executive officer" of the Company within the meaning of Section 13(k) of the
Exchange Act shall be permitted to pay the exercise price of an Option, or
continue any extension of credit with respect to the exercise price of an Option
with a loan from the Company or a loan arranged by the Company in violation of
Section 13(k) of the Exchange Act.

                  (d) Evidence of Grant. All Options shall be evidenced by an
Award Agreement between the Company and the Participant. The Award Agreement
shall include such additional provisions as may be specified by the Committee.

         5.2 Incentive Stock Options. Incentive Stock Options shall be granted
only to employees of the Company or any "parent corporation" or "subsidiary
corporation" of the Company within the meaning of Section 424(e) and 424(f),
respectively, of the Code, and the terms of any Incentive Stock Options granted
pursuant to the Plan, in addition to the requirements of Section 5.1 hereof,
must comply with the provisions of this Section 5.2.



                                       8


                  (a) Dollar Limitation. The aggregate Fair Market Value
(determined as of the time the Option is granted) of all Shares or ADSs with
respect to which Incentive Stock Options are first exercisable by a Participant
in any calendar year may not exceed $100,000 or such other limitation as imposed
by Section 422(d) of the Code, or any successor provision. To the extent that
Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Options.

                  (b) Ten Percent Owners. An Incentive Stock Option may not be
granted to any individual who, at the date of grant, owns shares possessing more
than ten percent of the total combined voting power of all classes of stock of
the Company or any "parent corporation" or "subsidiary corporation" of the
Company within the meaning of Section 424(e) and 424(f), respectively, of the
Code, unless such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

                  (c) Notice of Disposition. The Participant shall give the
Company prompt notice of any disposition of Shares or ADSs acquired by exercise
of an Incentive Stock Option within (i) two years from the date of grant of such
Incentive Stock Option or (ii) one year after the transfer of such Shares or
ADSs to the Participant.

                  (d) Right to Exercise. During a Participant's lifetime, an
Incentive Stock Option may be exercised only by the Participant.

                  (e) Failure to Meet Requirements. Any Option (or portion
thereof) purported to be an Incentive Stock Option, which, for any reason, fails
to meet the requirements of Section 422 of the Code shall be considered a
Non-Qualified Option.

         5.3 Options Granted to Independent Directors.

                  (a) Grant of Options to Independent Directors. During the term
of the Plan, each person who is an Independent Director as of the Public Trading
Date shall automatically be granted (1) an Option to purchase 14,000 Shares on
the Public Trading Date, and (2) an Option to purchase 7,000 Shares (subject to
adjustment as provided in Section 11.1 hereof) on the date of each annual
meeting of shareholders after the Public Trading Date at which the Independent
Director is reelected to the Board. During the term of the Plan, a person who is
initially elected to the Board after the Public Trading Date and who is an
Independent Director at the time of such initial election shall automatically be
granted (3) an Option to purchase 14,000 Shares (subject to adjustment as
provided in Section 11.1 hereof) on the date of such initial election, and (4)
an Option to purchase 7,000 Shares (subject to adjustment as provided in Section
11.1 hereof) on the date of each annual meeting of shareholders after such
initial election at which the Independent Director is reelected to the Board.
Members of the Board who are employees of the Company who subsequently retire
from the Company and remain on the Board will not receive an initial Option
grant pursuant to clause (3) of the preceding sentence, but to the extent that
they are otherwise eligible, will receive, after retirement from employment with
the Company, Options as described in clause (4) of the preceding sentence or
clause (2) of the first sentence of this Section 5.3(a) as applicable.



                                       9


                  (b) Terms of Options Granted to Independent Directors. Options
granted to Independent Directors shall be Non-Qualified Options. The exercise
price per Share subject to each Option granted to an Independent Director shall
equal 100% of the Fair Market Value of a Share on the date the Option is
granted; provided, however, that the exercise price per Share subject to each
Option granted to Independent Directors on the Public Trading Date shall equal
the initial public offering price per Share. Subject to the grantee's continued
status as a Board member, Options granted to Independent Directors shall become
exercisable in cumulative equal annual installments of 33 1/3% on each of the
first, second and third anniversaries of the date on which the Option is
granted. The term of each Option granted to an Independent Director shall be 10
years from the date the Option is granted. Unless otherwise determined by the
Board on or after the date of grant of such Option, no portion of an Option
granted under Section 5.3(a) above which is unexercisable at the time of an
Independent Director's termination of directorship shall thereafter become
exercisable.

                                   ARTICLE 6.

                             RESTRICTED SHARE AWARDS

         6.1 Grant of Restricted Shares. The Committee is authorized to make
Awards of Restricted Shares to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
All Awards of Restricted Shares shall be evidenced by an Award Agreement.

         6.2 Issuance and Restrictions. Subject to Section 10.6, Restricted
Shares shall be subject to such restrictions on transferability and other
restrictions as the Committee may impose (including, without limitation,
limitations on the right to vote Restricted Shares or the right to receive
dividends on the Restricted Shares). These restrictions may lapse separately or
in combination at such times, pursuant to such circumstances, in such
installments, or otherwise, as the Committee determines at the time of the grant
of the Award or thereafter.

         6.3 Forfeiture. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Shares that is at
that time subject to restrictions shall be forfeited; provided, however, that
except as otherwise provided by Section 10.6, the Committee may (a) provide in
any Restricted Share Award Agreement that restrictions or forfeiture conditions
relating to Restricted Shares will lapse in whole or in part in the event of
terminations resulting from specified causes, and (b) provide in other cases for
the lapse in whole or in part of restrictions or forfeiture conditions relating
to Restricted Shares.

         6.4 Certificates for Restricted Shares. Restricted Shares granted
pursuant to the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing Restricted Shares or ADSs are registered
in the name of the Participant, certificates must bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Shares, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.



                                       10


                                   ARTICLE 7.

                            SHARE APPRECIATION RIGHTS

         7.1 Grant of Share Appreciation Rights.

                  (a) A Share Appreciation Right may be granted to any
Participant selected by the Committee. A Share Appreciation Right shall be
subject to such terms and conditions not inconsistent with the Plan as the
Committee shall impose and shall be evidenced by an Award Agreement.

                  (b) A Share Appreciation Right shall entitle the Participant
(or other person entitled to exercise the Share Appreciation Right pursuant to
the Plan) to exercise all or a specified portion of the Share Appreciation Right
(to the extent then exercisable pursuant to its terms) and to receive from the
Company an amount equal to the product of (i) the excess of (A) the Fair Market
Value of a Share on the date the Share Appreciation Right is exercised over (B)
the Fair Market Value of a Share on the date the Share Appreciation Right was
granted and (ii) the number of Shares or ADSs with respect to which the Share
Appreciation Right is exercised, subject to any limitations the Committee may
impose. The Committee shall determine the time or times at which a Share
Appreciation Right may be exercised in whole or in part; provided that the term
of any Share Appreciation Right granted under the Plan shall not exceed ten
years.

         7.2 Payment and Limitations on Exercise.

                  (a) Subject to Section 7.2(b), payment of the amounts
determined under Sections 7.1(b) above shall be in cash, in Shares (based on its
Fair Market Value as of the date the Share Appreciation Right is exercised) or a
combination of both, as determined by the Committee in the Award Agreement.

                  (b) To the extent any payment under Section 7.1(b) is effected
in Shares, it shall be made subject to satisfaction of all provisions of Article
5 above pertaining to Options.

                                   ARTICLE 8.

                              OTHER TYPES OF AWARDS

         8.1 Performance Share Awards. Any Participant selected by the Committee
may be granted one or more Performance Share awards which shall be denominated
in a number of Shares or ADSs and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.

         8.2 Performance Share Units. Any Participant selected by the Committee
may be granted one or more Performance Share Unit awards which shall be
denominated in unit equivalent of Shares, ADSs and/or units of value including
dollar value of Shares or ADSs and



                                       11


which may be linked to any one or more of the Performance Criteria or other
specific performance criteria determined appropriate by the Committee, in each
case on a specified date or dates or over any period or periods determined by
the Committee. In making such determinations, the Committee shall consider
(among such other factors as it deems relevant in light of the specific type of
award) the contributions, responsibilities and other compensation of the
particular Participant.

         8.3 Share Payments. Any Participant selected by the Committee may
receive Share Payments in the manner determined from time to time by the
Committee. The number of shares or ADSs shall be determined by the Committee and
may be based upon the Performance Criteria or other specific performance
criteria determined appropriate by the Committee, determined on the date such
Share Payment is made or on any date thereafter.

         8.4 Deferred Shares. Any Participant selected by the Committee may be
granted an award of Deferred Shares in the manner determined from time to time
by the Committee. The number of Deferred Shares shall be determined by the
Committee and may be linked to the Performance Criteria or other specific
performance criteria determined to be appropriate by the Committee, in each case
on a specified date or dates or over any period or periods determined by the
Committee subject to Section 10.6. Shares underlying a Deferred Share award will
not be issued until the Deferred Share award has vested, pursuant to a vesting
schedule or performance criteria set by the Committee. Unless otherwise provided
by the Committee, a Participant awarded Deferred Shares shall have no rights as
a Company shareholder with respect to such Deferred Shares until such time as
the Deferred Share Award has vested and the Shares underlying the Deferred Share
Award has been issued.

         8.5 Restricted Share Units. The Committee is authorized to make Awards
of Restricted Share Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
At the time of grant, the Committee shall specify the date or dates on which the
Restricted Share Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate subject to Section
10.6. At the time of grant, the Committee shall specify the maturity date
applicable to each grant of Restricted Share Units which shall be no earlier
than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall, subject to
Section 10.5(b) hereof, transfer to the Participant one unrestricted, fully
transferable Share for each Restricted Share Unit scheduled to be paid out on
such date and not previously forfeited.

         8.6 Performance Bonus Awards. Any Participant selected by the Committee
may be granted a cash bonus (a "Performance Bonus Award") payable upon the
attainment of Performance Goals that are established by the Committee and relate
to one or more of the Performance Criteria or other specific performance
criteria determined to be appropriate by the Committee, in each case on a
specified date or dates or over any period or periods determined by the
Committee. Any such Performance Bonus Award paid to a Covered Employee may be a
Performance-Based Award and be based upon objectively determinable bonus
formulas established in accordance with Article 9 hereof.



                                       12


         8.7 Term. Except as otherwise provided herein, the term of any Award of
Performance Shares, Performance Share Units, Share Payments, Deferred Shares or
Restricted Share Units shall be set by the Committee in its discretion.

         8.8 Exercise or Purchase Price. The Committee may establish the
exercise or purchase price, if any, of any Award of Performance Shares,
Performance Share Units, Deferred Shares, Share Payments or Restricted Share
Units; provided, however, that such price shall not be less than the par value
of a Share on the date of grant, unless otherwise permitted by applicable state
law.

         8.9 Exercise upon Termination of Employment or Service. An Award of
Performance Shares, Performance Share Units, Deferred Shares, Share Payments and
Restricted Share Units shall only vest or be exercisable or payable while the
Participant is an Employee, Consultant or a member of the Board, as applicable;
provided, however, that the Committee in its sole and absolute discretion may
provide that an Award of Performance Shares, Performance Share Units, Share
Payments, Deferred Shares or Restricted Share Units may vest or be exercised or
paid subsequent to a termination of employment or service, as applicable, or
following a Change in Control of the Company, or because of the Participant's
retirement, death or Disability, or otherwise; provided, however, that, to the
extent required to preserve tax deductibility under Section 162(m) of the Code,
any such provision with respect to Performance Shares or Performance Share Units
that are intended to constitute Qualified Performance-Based Compensation shall
be subject to the requirements of Section 162(m) of the Code that apply to
Qualified Performance-Based Compensation.

         8.10 Form of Payment. Payments with respect to any Awards granted under
this Article 8 shall be made in cash, in Shares or a combination of both, as
determined by the Committee.

         8.11 Award Agreement. All Awards under this Article 8 shall be subject
to such additional terms and conditions as determined by the Committee and shall
be evidenced by an Award Agreement.

                                   ARTICLE 9.

                            PERFORMANCE-BASED AWARDS

         9.1 Purpose. The purpose of this Article 9 is to provide the Committee
the ability to qualify Awards other than Options and SARs and that are granted
pursuant to Articles 6 and 8 hereof as Qualified Performance-Based Compensation.
If the Committee, in its discretion, decides to grant a Performance-Based Award
to a Covered Employee, the provisions of this Article 9 shall control over any
contrary provision contained in Articles 6 or 8 hereof; provided, however, that
the Committee may in its discretion grant Awards to Covered Employees that are
based on Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Article 9.

         9.2 Applicability. This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
designation of a Covered



                                       13


Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
in any subsequent Performance Period and designation of one Covered Employee as
a Participant shall not require designation of any other Covered Employees as a
Participant in such period or in any other period.

         9.3 Procedures with Respect to Performance-Based Awards. To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award
granted under Articles 6 or 8 hereof which may be granted to one or more Covered
Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (d) specify the
relationship between Performance Criteria and the Performance Goals and the
amounts of such Awards, as applicable, to be earned by each Covered Employee for
such Performance Period. Following the completion of each Performance Period,
the Committee shall certify in writing whether the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned
by a Covered Employee, the Committee shall have the right to reduce or eliminate
(but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.

         9.4 Payment of Performance-Based Awards. Unless otherwise provided in
the applicable Award Agreement, a Participant must be employed by the Company or
a Subsidiary on the day a Performance-Based Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to receive
payment pursuant to a Performance-Based Award for a Performance Period only if
the Performance Goals for such period are achieved. In determining the amount
earned under a Performance-Based Award, the Committee may reduce or eliminate
the amount of the Performance-Based Award earned for the Performance Period, if
in its sole and absolute discretion, such reduction or elimination is
appropriate.

         9.5 Additional Limitations. Notwithstanding any other provision of the
Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.



                                       14


                                   ARTICLE 10.

                         PROVISIONS APPLICABLE TO AWARDS

         10.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan
may, in the discretion of the Committee, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan. Awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other Awards.

         10.2 Award Agreement. Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include the term of an Award, the provisions applicable in the event
the Participant's employment or service terminates, and the Company's authority
to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an
Award.

         10.3 Limits on Transfer. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided by the Committee, no Award
shall be assigned, transferred, or otherwise disposed of by a Participant other
than by will or the laws of descent and distribution. The Committee by express
provision in the Award or an amendment thereto may permit an Award to be
transferred to, exercised by and paid to certain persons or entities related to
the Participant, including but not limited to members of the Participant's
family, charitable institutions, or trusts or other entities whose beneficiaries
or beneficial owners are members of the Participant's family and/or charitable
institutions, or to such other persons or entities as may be expressly approved
by the Committee, pursuant to such conditions and procedures as the Committee
may establish; provided, however, that no such transfer of an Incentive Stock
Option shall be permitted to the extent that such transfer would cause the
Incentive Stock Option to fail to qualify as an "incentive stock option" under
Section 422 of the Code. Any permitted transfer shall be subject to the
condition that the Committee receive evidence satisfactory to it that the
transfer is being made for estate and/or tax planning purposes (or to a "blind
trust" in connection with the Participant's termination of employment or service
with the Company or a Subsidiary to assume a position with a governmental,
charitable, educational or similar non-profit institution) and on a basis
consistent with the Company's lawful issue of securities. Notwithstanding the
foregoing, in no event shall any Award be transferable by a Participant to a
third party (other than the Company or any successor or acquiring entity) for
consideration.

         10.4 Beneficiaries. Notwithstanding Section 10.3 hereof, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights pursuant to
the Plan is subject to all terms and conditions of the Plan and any Award
Agreement applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provide, and to any additional restrictions deemed necessary
or appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person



                                       15


other than the Participant's spouse as his or her beneficiary with respect to
more than 50% of the Participant's interest in the Award shall not be effective
without the prior written consent of the Participant's spouse. If no beneficiary
has been designated or survives the Participant, payment shall be made to the
person entitled thereto pursuant to the Participant's will or the laws of
descent and distribution. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

         10.5 Share Certificates; Book Entry Procedures.

                  (a) Notwithstanding anything herein to the contrary, the
Company shall not be required to issue or deliver any certificates evidencing
Shares or ADSs pursuant to the exercise of any Award, unless and until the Board
has determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the Shares are listed or traded. All Share and ADS certificates delivered
pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Shares are listed, quoted, or traded. The
Committee may place legends on any Share or ADS certificate to reference
restrictions applicable to the Shares. In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion,
deems advisable in order to comply with any such laws, regulations, or
requirements. The Committee shall have the right to require any Participant to
comply with any timing or other restrictions with respect to the settlement or
exercise of any Award, including a window-period limitation, as may be imposed
in the discretion of the Committee.

                  (b) Notwithstanding any other provision of the Plan, unless
otherwise determined by the Committee or required by any applicable law, rule or
regulation, the Company shall not deliver to any Participant certificates
evidencing Shares or ADSs issued in connection with any Award and instead such
Shares or ADSs shall be recorded in the books of the Company (or, as applicable,
its transfer agent or share plan administrator).

         10.6 Full Value Award Vesting Limitations. Notwithstanding any other
provision of this Plan to the contrary, Full Value Awards made to Employees or
Consultants shall become vested over a period of not less than three years (or,
in the case of vesting based upon the attainment of Performance Goals or other
performance-based objectives, over a period of not less than one year) following
the date the Award is made; provided, however, that, notwithstanding the
foregoing, Full Value Awards that result in the issuance of an aggregate of up
to 5% of the Shares and ADSs available pursuant to Section 3.1(a) may be granted
to any one or more Participants without respect to such minimum vesting
provisions. The foregoing notwithstanding, such Awards may vest on an
accelerated basis in the event of a Participant's death, disability, or
retirement, or in the event of a Change in Control or other special
circumstances. For purposes of this Section 10.6, (i) vesting over a specified
period will include periodic vesting over such period, and (ii) a pre-announced
period in which service is required as



                                       16


a condition to the grant of any Award may count toward the minimum vesting
period required under this Section 10.6, if so determined by the Committee.

         10.7 Paperless Exercise. In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the
exercise of Awards, such as a system using an internet website or interactive
voice response, then the paperless exercise of Awards by a Participant may be
permitted through the use of such an automated system.

         10.8 Exercise for ADSs. With the consent of the Committee and subject
to such terms and conditions as the Committee, in its sole discretion, deems
necessary or advisable, an Award may be exercised for ADSs rather than Shares.

                                   ARTICLE 11.

                          CHANGES IN CAPITAL STRUCTURE

         11.1 Adjustments.

                  (a) In the event of any share dividend, share split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to shareholders, or any other change affecting the Shares or ADSs
or the share price of the Shares or ADSs, the Committee shall make such
proportionate adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change with respect to (a) the aggregate number and
kind of shares that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Sections 3.1 and 3.3 hereof); (b) the terms
and conditions of any outstanding Awards (including, without limitation, any
applicable performance targets or criteria with respect thereto); and (c) the
grant or exercise price per share for any outstanding Awards under the Plan. Any
adjustment affecting an Award intended as Qualified Performance-Based
Compensation shall be made consistent with the requirements of Section 162(m) of
the Code.

                  (b) In the event of any transaction or event described in
Section 11.1(a) hereof or any unusual or nonrecurring transactions or events
affecting the Company, any affiliate of the Company, or the financial statements
of the Company or any affiliate, or of changes in applicable laws, regulations
or accounting principles, the Committee, in its sole and absolute discretion,
and on such terms and conditions as it deems appropriate, either by the terms of
the Award or by action taken prior to the occurrence of such transaction or
event and either automatically or upon the Participant's request, is hereby
authorized to take any one or more of the following actions whenever the
Committee determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Award under the Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles:

                           (i) To provide for either (A) termination of any such
Award in exchange for an amount of cash, if any, equal to the amount that would
have been attained upon the exercise of such Award or realization of the
Participant's rights (and, for the avoidance of doubt, if as of the date of the
occurrence of the transaction or event described in this Section 11.1



                                       17


the Committee determines in good faith that no amount would have been attained
upon the exercise of such Award or realization of the Participant's rights, then
such Award may be terminated by the Company without payment) or (B) the
replacement of such Award with other rights or property selected by the
Committee in its sole discretion;

                           (ii) To provide that such Award be assumed by the
successor or survivor corporation, or a parent or subsidiary thereof, or shall
be substituted for by similar options, rights or awards covering the shares of
the successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices;

                           (iii) To make adjustments in the number and type of
Shares (or other securities or property) subject to outstanding Awards, and in
the number and kind of outstanding Restricted Shares or Deferred Shares and/or
in the terms and conditions of (including the grant or exercise price), and the
criteria included in, outstanding options, rights and awards and options, rights
and awards which may be granted in the future;

                           (iv) To provide that such Award shall be exercisable
or payable or fully vested with respect to all shares covered thereby,
notwithstanding anything to the contrary in the Plan or the applicable Award
Agreement; and

                           (v) To provide that the Award cannot vest, be
exercised or become payable after such event.

                  (c) Certain ADS Adjustments. Without limiting the generality
of Section 11.1 hereof, in the event that the conversion ratio of ADSs to Shares
(currently 1:1) shall be modified by the Company at any time, the Committee
shall make such adjustments to the Plan and any Awards outstanding thereunder as
it deems appropriate and equitable to reflect such modification of the
conversion ratio and preserve the existing economic value of any outstanding
Awards.

         11.2 Acceleration Upon a Change in Control. Notwithstanding Section
11.1 hereof, and except as may otherwise be provided in any applicable Award
Agreement or other written agreement entered into between the Company and a
Participant, if a Change in Control occurs and a Participant's Awards are not
converted, assumed, or replaced by a successor entity, then immediately prior to
the Change in Control such Awards shall become fully exercisable and all
forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of,
a Change in Control, the Committee may cause any and all Awards outstanding
hereunder to terminate at a specific time in the future, including but not
limited to the date of such Change in Control, and shall give each Participant
the right to exercise such Awards during a period of time as the Committee, in
its sole and absolute discretion, shall determine. In the event that the terms
of any agreement between the Company or any Company subsidiary or affiliate and
a Participant contains provisions that conflict with and are more restrictive
than the provisions of this Section 11.2, this Section 11.2 shall prevail and
control and the more restrictive terms of such agreement (and only such terms)
shall be of no force or effect.

         11.3 No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of any class, the payment



                                       18


of any dividend, any increase or decrease in the number of shares of any class
or any dissolution, liquidation, merger, or consolidation of the Company or any
other corporation. Except as expressly provided in the Plan or pursuant to
action of the Committee under the Plan, no issuance by the Company of shares of
any class, or securities convertible into shares of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number of
Shares or ADSs subject to an Award or the grant or exercise price of any Award.

                                   ARTICLE 12.

                                 ADMINISTRATION

         12.1 Committee. Unless and until the Board delegates administration of
the Plan to a Committee as set forth below, the Plan shall be administered by
the full Board, and for such purposes the term "Committee" as used in this Plan
shall be deemed to refer to the Board. The Board, at its discretion or as
otherwise necessary to comply with the requirements of Section 162(m) of the
Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by
any other applicable rule or regulation, shall delegate administration of the
Plan to a Committee. The Committee shall consist solely of two or more members
of the Board each of whom is an "outside director," within the meaning of
Section 162(m) of the Code, a Non-Employee Director and an "independent
director" under the rules of the New York Stock Exchange (or other principal
securities market on which Shares or ADSs are traded). The governance of such
Committee shall be subject to the charter of the Committee as approved by the
Board, or the Company's memorandum and articles of association, as applicable.
Any action taken by the Committee shall be valid and effective, regardless of
whether or not members of the Committee at the time of such action are later
determined not to have satisfied the requirements for membership set forth in
this Section 12.1 or otherwise. Notwithstanding the foregoing: (a) the full
Board shall conduct the general administration of the Plan with respect to all
Awards granted to Independent Directors and for purposes of such Awards the term
"Committee" as used in this Plan shall be deemed to refer to the Board and (b)
the Committee may delegate its authority hereunder to the extent permitted by
Section 12.5 hereof. In its sole discretion, the Board may at any time and from
time to time exercise any and all rights and duties of the Committee under the
Plan except with respect to matters which under Rule 16b-3 under the Exchange
Act or Section 162(m) of the Code, or any regulations or rules issued
thereunder, are required to be determined in the sole discretion of the
Committee.

         12.2 Support for the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Subsidiary, the Company's independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.

         12.3 Authority of Committee. Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:

                  (a) Designate Participants to receive Awards;

                  (b) Determine the type or types of Awards to be granted to
each Participant;



                                       19


                  (c) Determine the number of Awards to be granted and the
number of Shares or ADSs to which an Award will relate;

                  (d) Determine the terms and conditions of any Award granted
pursuant to the Plan, including, but not limited to, the exercise price, grant
price, or purchase price, any reload provision, any restrictions or limitations
on the Award, any schedule for lapse of forfeiture restrictions or restrictions
on the exercisability of an Award, and accelerations or waivers thereof, any
provisions related to non-competition and recapture of gain on an Award, based
in each case on such considerations as the Committee in its sole discretion
determines; provided, however, that the Committee shall not have the authority
to accelerate the vesting or waive the forfeiture of any Performance-Based
Awards;

                  (e) Determine whether, to what extent, and pursuant to what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Shares, ADSs, other Awards, or other property, or an Award may
be canceled, forfeited, or surrendered;

                  (f) Prescribe the form of each Award Agreement, which need not
be identical for each Participant;

                  (g) Decide all other matters that must be determined in
connection with an Award;

                  (h) Establish, adopt, or revise any rules and regulations as
it may deem necessary or advisable to administer the Plan;

                  (i) Interpret the terms of, and any matter arising pursuant
to, the Plan or any Award Agreement; and

                  (j) Make all other decisions and determinations that may be
required pursuant to the Plan or as the Committee deems necessary or advisable
to administer the Plan.

         12.4 Decisions Binding. The Committee's interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

         12.5 Delegation of Authority. To the extent permitted by applicable
law, the Committee may from time to time delegate to a committee of one or more
members of the Board or one or more officers of the Company the authority to
grant or amend Awards to Participants other than (a) senior executives of the
Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to whom
authority to grant or amend Awards has been delegated hereunder. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation, and the Committee may at any time
rescind the authority so delegated or appoint a new delegate. At all times, the
delegate appointed under this Section 12.5 shall serve in such capacity at the
pleasure of the Committee.



                                       20


                                   ARTICLE 13.

                          EFFECTIVE AND EXPIRATION DATE

         13.1 Effective Date. The Plan is effective as of the date the Plan is
approved by the Company's shareholders (the "Effective Date"). The Plan will be
deemed to be approved by the shareholders if it receives the affirmative vote of
the holders of a majority of the shares of the Company present or represented
and entitled to vote at a meeting duly held in accordance with the applicable
provisions of the Company's memorandum and articles of association.

         13.2 Expiration Date. The Plan will expire on, and no Award may be
granted pursuant to the Plan after the tenth anniversary of the Effective Date.
Any Awards that are outstanding on the tenth anniversary of the Effective Date
shall remain in force according to the terms of the Plan and the applicable
Award Agreement.

                                   ARTICLE 14.

                    AMENDMENT, MODIFICATION, AND TERMINATION

         14.1 Amendment, Modification, and Termination. Subject to Section 15.14
hereof, with the approval of the Board, at any time and from time to time, the
Committee may terminate, amend or modify the Plan; provided, however, that (a)
to the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required, and (b) shareholder approval shall be required for any amendment to
the Plan that (i) increases the number of shares or ADSs available under the
Plan (other than any adjustment as provided by Article 11 hereof), (ii) permits
the Committee to grant Options or SARs with an exercise price that is below Fair
Market Value on the date of grant, or (iii) permits the Committee to extend the
exercise period for an Option or SAR beyond ten years from the date of grant or
(iv) results in a material increase in benefits or a change in eligibility
requirements. Notwithstanding any provision in this Plan to the contrary, absent
approval of the shareholders of the Company, (I) no Option or SAR may be amended
to reduce the per share exercise price of the shares subject to such Option or
SAR below the per share exercise price as of the date the Award is granted, (II)
except as permitted by Article 11 hereof, no Option or SAR may be granted in
exchange for, or in connection with, the cancellation or surrender of an Option
or SAR having a higher per share exercise price, and (III) except as permitted
by Article 11 hereof, no Award may be granted in exchange for the cancellation
or surrender of an Option or SAR with a per share exercise price that is greater
than the Fair Market Value on the date of such grant or cancellation.

         14.2 Awards Previously Granted. Except with respect to amendments made
pursuant to Section 15.14 hereof, no termination, amendment, or modification of
the Plan shall adversely affect in any material way any Award previously granted
pursuant to the Plan without the prior written consent of the Participant.



                                       21


                                   ARTICLE 15.

                               GENERAL PROVISIONS

         15.1 No Rights to Awards. No Eligible Individual or other person shall
have any claim to be granted any Award pursuant to the Plan, and neither the
Company nor the Committee is obligated to treat Eligible Individuals,
Participants or any other persons uniformly.

         15.2 No Shareholders Rights. Except as otherwise provided herein, a
Participant shall have none of the rights of a shareholder with respect to
Shares covered by any Award until the Participant becomes the record owner of
such Shares.

         15.3 Withholding. The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant's employment tax obligations) required
by law to be withheld with respect to any taxable event concerning a Participant
arising as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company withhold Shares or ADSs otherwise issuable under an Award (or allow
the return of Shares or ADSs) having a fair market value on the date of
withholding equal to the sums required to be withheld. Notwithstanding any other
provision of the Plan, the number of Shares or ADSs which may be withheld with
respect to the issuance, vesting, exercise or payment of any Award (or which may
be repurchased from the Participant of such Award within six months (or such
other period as may be determined by the Committee) after such Shares or ADSs
were acquired by the Participant from the Company) in order to satisfy the
Participant's federal, state, local and foreign income and payroll tax
liabilities with respect to the issuance, vesting, exercise or payment of the
Award shall be limited to the number of shares which have a fair market value on
the date of withholding or repurchase equal to the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal, state,
local and foreign income tax and payroll tax purposes that are applicable to
such supplemental taxable income.

         15.4 No Right to Employment or Services. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's employment or services
at any time, nor confer upon any Participant any right to continue in the employ
or service of the Company or any Subsidiary.

         15.5 Unfunded Status of Awards. The Plan is intended to be an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary.

         15.6 Indemnification. To the extent allowable pursuant to applicable
law, each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by



                                       22


him or her in satisfaction of judgment in such action, suit, or proceeding
against him or her; provided he or she gives the Company an opportunity, at its
own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such
persons may be entitled pursuant to the Company's articles of association, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

         15.7 Relationship to Other Benefits. No payment pursuant to the Plan
shall be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.

         15.8 Expenses. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.

         15.9 Titles and Headings. The titles and headings of the Sections in
the Plan are for convenience of reference only and, in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         15.10 Fractional Shares. No fractional Shares or ADSs shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.

         15.11 Limitations Applicable to Section 16 Persons. Notwithstanding any
other provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3
under the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

         15.12 Government and Other Regulations. The obligation of the Company
to make payment of awards in Shares or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register pursuant to the Securities Act, as amended, any of the Shares paid
pursuant to the Plan. If the shares paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act, as
amended, the Company may restrict the transfer of such shares in such manner as
it deems advisable to ensure the availability of any such exemption.

         15.13 Governing Law. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Delaware.



                                       23


         15.14 Section 409A. To the extent that the Committee determines that
any Award granted under the Plan is subject to Section 409A of the Code, the
Award Agreement evidencing such Award shall incorporate the terms and conditions
required by Section 409A of the Code. To the extent applicable, the Plan and
Award Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan to the contrary, in the event that following the Effective
Date the Committee determines that any Award may be subject to Section 409A of
the Code and related Department of Treasury guidance (including such Department
of Treasury guidance as may be issued after the Effective Date), the Committee
may adopt such amendments to the Plan and the applicable Award Agreement or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to (a) exempt the Award from
Section 409A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the Award, or (b) comply with the requirements
of Section 409A of the Code and related Department of Treasury guidance.



                           [Signature page to follow]



                                       24


                                    * * * * *



         I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of WNS Holdings, Ltd. on ____________ __, 2006.



                                    * * * * *



         I hereby certify that the foregoing Plan was approved by the
shareholders of WNS Holdings, Ltd. on ____________ __, 2006.



         Executed on this ____ day of _______________, 2006.



                                             -----------------------------------
                                                     Corporate Secretary



                                       25

             ADDENDUM TO WNS HOLDINGS LTD 2006 INCENTIVE AWARD PLAN

WNS Holdings Ltd ('WNS Holdings') has issued the WNS Holdings Ltd 2006 Incentive
Award Plan ('Plan') to provide an opportunity to eligible participants of the
Company and its Subsidiaries worldwide to participate in its share plan scheme.

Section 17(2)(iii) of the Indian Income-tax Act, 1961 ('the Act') provides that
the value of any benefit provided by a company to its employees by way of
allotment of shares under Employee Stock Option Plan ('ESOP') shall not be taxed
as a perquisite if the ESOP is in accordance with the Guidelines issued by the
Government of India. The Government of India has under Section 17(2)(iii) of the
Act issued Notification No.F.No.142/48/2001-TPL ('the Notification') prescribing
guidelines for ESOP.

Clause 4.3 of the Plan empowers the Committee to establish subplans and modify
exercise procedures and other terms and procedures, to the extent such actions
may be necessary or advisable and to take any action that it deems advisable to
obtain approval or comply with any necessary local governmental regulatory
exemptions or approvals.

Subsidiary companies of WNS Holdings (as defined in clause 2.41 of the Plan and
hereinafter referred to as Subsidiary or collectively as Subsidiaries) have
eligible participants rendering services in India. To afford beneficial tax
treatment to such participants, certain modifications to the Plan by way of this
addendum to comply with aforesaid guidelines and regulations are made. The
Addendum shall apply to eligible participants of the Subsidiaries of WNS
Holdings based/ working in India.

The rules of this India addendum take precedence over other provisions of the
Plan, but unless otherwise superseded by terms of the India addendum, the
provisions of the Plan shall prevail.

1.   The Plan and the Addendum read together shall represent the India Stock
     Incentive Plan ('ISIP') as envisaged in the aforesaid Notification.

2.   The ISIP shall be effective from such date as approved by the Board of
     directors of the Subsidiary and its shareholders.

3.   For the purpose of the ISIP, "Employee" as defined under paragraph 2.14 of
     the Plan shall mean only the permanent employees of the Subsidiary of WNS
     Holdings based/ working in India and shall exclude non-employee directors
     of such a Subsidiary. Further, "Employee" shall exclude an employee who is
     a promoter or belongs to the promoter group or a director who either by
     himself or through his relative or through any body corporate, directly or
     indirectly, holds more than 10% of the outstanding equity shares of such a
     Subsidiary. The term 'promoter' and 'promoter group' shall have the same
     meaning as provided in the Notification. The Employees would at the
     instance of the Subsidiary be granted shares of WNS Holdings under the
     ISIP.

4.   The stock benefits shall be granted to the Employees and directors who are
     in employment (whether whole-time or not) of the Subsidiary, based on their
     performance. The total number

                                      A-1



     of shares reserved for issuance or which otherwise may be acquired under
     the ISIP will be from and out of the total shares available as mentioned in
     paragraph 3.1 of the Plan.

5.   The shares of the Company would be offered to the employees at 'FMV' as may
     be appropriately determined by the Committee.

     The 'FMV' of the shares of the Company till such time as the shares are not
     listed on a recognized stock exchange shall be determined by the Board by
     applying the following pricing formula:

     o    Price at the last round of valuation if there was an externally
          triggered valuation in the last 12 months

     o    If there was no externally triggered valuation in the last 12 months,
          FMV would be based on a formal exercise by a reputed valuer.

     The 'FMV' of the shares subsequent to the shares of the Company being
     listed shall be determined as per clause 2.16 of the Plan.

5.   The dividends declared in relation to shares allotted to the Employees
     shall be repatriated to India, if required as per prevailing exchange
     control laws in India.

6.   Shares of WNS Holdings allotted to employees of the Subsidiaries shall not
     have any lock-in period. However, if on listing of the shares on a
     recognized stock exchange or otherwise to comply with any regulatory
     requirement, the shares are required to be held by members of the
     management of the Company or its subsidiaries for a specified period, then
     such regulations shall apply.

                                      A-2

                                                                   Exhibit 10.12



                            GODREJ & BOYCE MFG CO LTD

                                LEGAL DEPARTMENT

                                  AGREEMENT ON
                                LEAVE AND LICENCE
                                 (WNS PLANT 11)





                                      INDEX




- ------------------------------------------------------------------------
ARTICLES                      CONTENTS                         PAGE NO
- ------------------------------------------------------------------------
                                                         
  I                           PREMISES
  II              COMMENCEMENT,DURATION,RENEWAL
                          AND REGISTRATION
  III                       LICENCE FEE
  IV            PROPERTY TAXES,MUNICIPAL TAXES AND
                       OTHER STATUTORY LEVIES
                      RELATING TO THE PREMISES
  V               REPAIRS AND MAINTENANCE TO THE
                              PREMISES
  VI                  OBLIGATIONS OF LICENSOR
  VII                 OBLIGATIONS OF LICENSEE
  VIII              NON SOLICITATION OF EMPLOYEES
  IX                TERMINATION OF THE AGREEMENT
  X                     COMPLIANCE WITH LAW
  XI                        ARBITRATION
  XII                       JURISDICTION
  XIII                    ENTIRE AGREEMENT
  XIV                      FORCE MAJEURE
  XV                           NOTICES
- ------------------------------------------------------------------------





                           LEAVE AND LICENCE AGREEMENT

THIS AGREEMENT made on this 31st day of May 2006 BETWEEN GODREJ & BOYCE
MANUFACTURING COMPANY LTD., a Company incorporated under the provisions of the
Indian Companies Act, 1913, and having its Registered Office at Pirojshanagar,
Vikhroli, Mumbai 400079 hereinafter referred to as the "LICENSOR" (which
expression shall unless it be repugnant to the context or meaning thereof, be
deemed to include their successors and permitted assigns) of the ONE PART;

                                       AND

WNS Global Services Pvt. Ltd., a Company incorporated under the Companies Act,
1956, and having its Registered Office at Plant 10, Godrej & Boyce Complex,
Vikhroli (W), Mumbai 400 079 hereinafter referred to as "the LICENSEE" (which
expression shall



unless it be repugnant to the context or meaning thereof, be deemed to include
their successors and permitted assigns) of the OTHER PART.

The "LICENSOR" and the "LICENSEE" are hereinafter together always referred to as
the "Parties" and are individually, when necessary, referred to as "Party".

WHEREAS the LICENSOR is the owner of and absolutely seized and possessed of
and/or otherwise well and sufficiently entitled to all those lands lying, being
and situate at Pirojshanagar, Vikhroli, Mumbai 400079, on which the LICENSOR has
built and constructed several industrial sheds and office blocks.

AND WHEREAS the LICENSOR has constructed Plant No. 11 building (Part) being
delineated in RED in the plan annexed and more particularly described in the
schedule hereto (hereinafter referred to as "the Licensed Premises").

AND WHEREAS the LICENSEE has requested the LICENSOR to permit the LICENSEE to
use and occupy the Licensed Premises which request has been acceded to by the
LICENSOR and the Parties hereto have agreed to enter into a Leave & License
Agreement in the manner following:

NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

I.    PREMISES

1.    The LICENSOR hereby grants the Leave and License to the LICENSEE to use
      and occupy the Licensed Premises, more particularly written and detailed
      in the schedule hereunder



      (and demarcated in the colour RED in the plan annexed hereto).

2.    At all times, the ownership and legal possession of the Licensed Premises
      shall be that of the LICENSOR, only and the LICENSEE shall use and occupy
      the Licensed Premises as LICENSEE only, and shall not claim any right,
      title or interest of any nature whatsoever in the Licensed Premises and
      that nothing in this Agreement shall be construed to be a demise at law in
      respect of the Licensed Premises or to confer the LICENSEE any right of
      tenancy/sub-tenancy/lease/sub-lease, etc., in respect of the Licensed
      Premises or to confer upon the LICENSEE any right of
      tenancy/sub-tenancy/lease/sub-lease, etc., in respect of the Licensed
      Premises.

II.   COMMENCEMENT, DURATION, RENEWAL OF LEAVE AND LICENCE AND REGISTRATION OF
      LEAVE AND LICENCE DEED

1.    The Leave & Licence shall be deemed to have commenced on or from
      24.04.2006 and shall be in force for a period of 33 months, on the same
      terms and conditions herein.

2.    The LICENSOR shall allow the LICENSEE to use the Licensed Premises for the
      period mentioned above without any hindrance, obstacle etc. subject to the
      LICENSEE paying the License fee.

3.    Cost of Non Judicial stamp paper, registration charges and expenses in
      respect of this document shall be borne by the LICENSEE.

4.    The duly stamped and registered Leave and License Deed shall always remain
      with the LICENSOR

5.    The Leave and Licence Agreement may be agreed to be renewed for a further
      term at the option of the LICENSOR.



III.  LICENCE FEE

1)    In consideration of the grant of the Licence to use the Licensed Premises
      as aforesaid, the LICENSEE shall pay to the LICENSOR a monthly License fee
      of Rs. 6,63,354.00 from the date of commencement of the Agreement.

2)    The Licence fee shall be paid by the LICENSEE to the LICENSOR by way of an
      account payee cheque drawn in favour of the LICENSOR on or before the 5th
      day of every month.

IV.   PROPERTY TAXES, MUNICIPAL TAXES AND OTHER STATUTORY LEVIES RELATING TO THE
      SAID PREMISES/PROPERTY

1)    The Licensor shall pay in respect of the Licensed Premises all existing
      taxes and outgoings including all municipal taxes, cess, duties,
      impositions and levies imposed by the municipal corporation of Greater
      Mumbai. Any future increase in the rates of taxes and outgoings aforesaid
      by the Municipal Corporation of Greater Mumbai subsequent to the first
      assessment as a Licensed premises shall be shared equally by the Licensor
      and the Licensee. In other words the Licensee shall not be liable for any
      increase of taxes and outgoings if such increase is attributable only to a
      change in the nature of assessment due to the license created in favour of
      the Licensee.
      This shall not be applicable for the First Floor area for which the
      Licensee has agreed to reimburse all taxes, cesses, duties, impositions &
      levies imposed by MCGM which is in excess of Rs. 3/-sq.ft of built up area
      at the first assessment stage as well as for any other future increases.

2)    The LICENSEE shall pay the actual charges for Electricity consumed by the
      LICENSEE as per the actual meter reading to the concerned authority.



V.    REPAIRS AND MAINTENANCE TO THE PREMISES

1)    The LICENSEE shall maintain and undertake all minor repair work relating
      to the Licensed Premises. In the event of any major structural defects in
      the Licensed Premises, it shall be the responsibility and obligation of
      the LICENSOR to carry out such repairs.

2)    No major structural alteration or modification of permanent nature shall
      be carried out by the LICENSEE.

VI.   OBLIGATIONS OF LICENSOR

1)    The LICENSOR shall be liable to make good the exterior and structure of
      the Licensed Premises including walls, drainage and roof by carrying out
      necessary repairs or renovations within its statutory common duty of care.

2)    The LICENSOR shall provide the LICENSEE for its operation at their own
      cost

        a)  Water -- Requisite water connection from the Municipal Corporation,
            subject to availability. The charges for consumption of water shall
            however be borne by the LICENSEE as per actual metered consumption
            at prevailing rates.

        b)  Power -- With a view to enable the LICENSEE to put up and operate
            lights, fans split/windows/central air conditioning and other
            electrical, mechanical and electronic equipment, computers,
            peripherals, fittings and apparatus as the LICENSEE may require, the
            LICENSOR shall allow the LICENSEE to make necessary application for
            power to the concerned authorities and



            avail of the power supply. The LICENSOR shall provide the necessary
            no objection for such application of power supply by the LICENSEE to
            the authorities. Any alterations or additions to the electrical
            installations which the LICENSEE carries out shall be intimated to
            the LICENSOR and the LICENSEE shall obtain necessary statutory
            approvals for the same. The LICENSEE hereby agrees to bear all
            charges to be paid to the power supply company for making the power
            available to the LICENSEE in terms of these presents and for
            consumption of the electrical power by the LICENSEE.

3)    LICENSOR shall keep the area surrounding the Licensed Premises and its
      approaches in clean and tidy condition.

4)    The Licensor shall take all reasonable steps to assist the Licensee for
      facilitating the installation of telecommunication infrastructure
      including telephone lines, leased lines etc. by the Licensee.

VII.  OBLIGATIONS OF THE LICENSEE

1)    The Licensed Premises will be used only for carrying on the business of
      the LICENSEE and for no other purpose.

2)    The LICENSEE shall not be deemed to be in the exclusive occupation of the
      Licensed Premises and the LICENSOR will have the right to enter upon the
      Licensed Premises at any time to inspect the Licensed Premises with
      adequate prior notice to the Licensee and without inconveniencing the
      Licensee in any way. Provided always that the Licensor shall not interfere
      with the work or operation of the Licensee being lawfully carried on in
      the Licensed Premises.

3)    The LICENSEE shall use the Licensed Premises as bare LICENSEE only and
      such use shall cease forthwith on the



      expiry of the term of this Agreement or upon sooner determination of this
      Agreement.

4)    The LICENSEE shall use the Licensed Premises with due care and caution and
      shall keep the said Licensed Premises in good order and condition and upon
      the expiry of this license, the LICENSEE shall leave the same in good
      condition as they are on the date hereof and shall make compensation for
      any damage done (reasonable wear and tear excepted) due to Licensee's act
      or omission.

5)    The LICENSEE shall not cause any nuisance or annoyance to the people in
      the neighborhood or store any hazardous goods on the Licensed Premises.

6)    On the expiration of the said term or period of the licence or earlier
      termination thereof, the LICENSEE shall hand over vacant and peaceful
      possession of the Licensed Premises to the LICENSOR in the same condition
      in which the Licensed Premises now exist subject to normal wear and tear.
      The LICENSEE'S occupation of the Licensed Premises after such termination
      will be deemed to be that of a trespasser.

7)    The LICENSEE shall under no circumstances assign or transfer the benefit
      of this Agreement to any other person.

8)    The LICENSEE shall keep the Licensed Premises and every part thereof in
      clean and tidy condition. The LICENSEE shall not keep anything in or
      around the Licensed Premises, which shall always be kept un-littered and
      in tenantable condition.

9)    The LICENSEE shall not in any way impede the LICENSOR or its personnel in
      the exercise of the right of possession and control of the Licensed
      Premises and every part thereof.

10)   The LICENSEE will keep the interior of the Licensed Premises in good and
      substantial repair and condition.

11)   The LICENSOR'S personnel shall at all times be granted unrestricted access
      to the Licensed Premises including every part thereof, for the purpose of
      maintaining/repairing the



      essential services/equipments located in and around the Licensed Premises
      and also to check if any addition/alterations have been done by LICENSEE
      without the consent of the LICENSOR with adequate prior notice to the
      Licensee and without inconveniencing the Licensee in any way. Provided
      always that the Licensor shall not interfere with the work or operation of
      the Licensee being lawfully carried on in the Licensed Premises..

12)   In the event of any amendment to the current laws or any new land laws
      being enacted by the Legislature, the same shall not apply to either party
      so as to prejudicially effect their respective rights mutually agreed
      hereunder.

13]   The LICENSOR or its representative, employee or workmen shall at all times
      have unobstructed access to the open areas around the Licensed Premises
      during the term of this Agreement for purposes of access to essential
      services or in case of emergencies.

14)   The Licensor shall deploy its security personnel at the entrance of the
      appurtenant area of the Licensed Premises.

VIII. NON SOLICITATION OF EMPLOYEES

      Neither party shall, during the term of this Agreement and for a period of
      five years thereafter, directly or indirectly solicit, recruit, or induce
      the employees, Clients and customers of the other Party.

IX.   TERMINATION OF THE AGREEMENT

1)    Either party shall be entitled to terminate this Agreement, in the event
      of the Other Party committing a breach of the terms and conditions
      contained in this Agreement to be observed and performed by such Other
      Party, by giving 30 days advance



      notice in writing and if the Other Party rectifies the breach and informs
      the non breaching Party in writing about the same within the said period
      of 30 days then the notice will cease to be effective. In case of the
      breaching Party being the Licensee and is unable to rectify the breach
      within the period of 30 days, the LICENSEE shall forthwith quit, vacate
      and hand over the peaceful possession of the Licensed Premises within 30
      days thereafter to the Licensor. Provided, however, that failure of the
      Licensee of its obligation to quit, vacate and handing over the peaceful
      possession of the Licensed Premises within 30 days in the event of the
      LICENSEE failing in his obligation to correct the breach within the
      specified period mentioned above, the LICENSOR shall be entitled to
      forthwith to remove the LICENSEE from the Licensed Premises.

2)    Further in the event the LICENSEE informs the LICENSOR of its decision or
      desire to reduce its paid up capital below Rs.1,00,00,000/- or such
      statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999
      the LICENSOR shall be entitled to terminate this Agreement by giving 30
      days notice in writing to the LICENSEE, it being the express intention of
      the Parties that the LICENSEE shall under no circumstances seek protection
      under the Rent Control Act including any amendment thereto, and that the
      LICENSEE shall hand over vacant and peaceful possession of the Licensed
      Premises 30 days after the LICENSOR serves the LICENSEE with notice of
      termination as provided hereinafter.

3)    Notwithstanding anything contained Clauses 1, 2 & 3 above, it is hereby
      agreed and declared that if the LICENSEE passes a resolution for voluntary
      winding up or if it is unable to pay its debts or compromises with its
      creditors or if a receiver of its property is appointed or if a petition
      filed under the Companies Act, 1956 for winding up of the LICENSEE is
      successful or if the LICENSEE voluntarily becomes the subject



      of proceedings under any bankruptcy or insolvency law, or if the LICENSEE
      takes or suffers action for its reorganization, or its liquidation or
      dissolution except when such events is within the Group Entities of the
      LICENSEE as mentioned in Annexure I, provided that the Group is not
      amalgamated with any other company or taken over by any other entity, or
      the LICENSEE becomes or is declared a sick company under the Sick
      Industrial Companies Special Provisions Act, 1985 then and in any of such
      events the LICENSOR shall be entitled to terminate this Agreement
      forthwith and thereupon the LICENSEE or the person or persons or authority
      in whom the estate of the LICENSEE may be vested shall hand over charge of
      Licensed Premises to the LICENSOR forthwith, failing which the LICENSOR
      shall be entitled to reenter the Licensed Premises.

5)    On the expiry or earlier termination of this license, the LICENSEE shall,
      within not more than 30 days of such expiry or termination, remove its
      employees and servants and all its and their belongings, chattels,
      articles and things, whether or not affixed to the Licensed Premises
      (hereinafter called the "said Goods") from the Licensed Premises, and
      vacate and hand over quiet and peaceful possession of the Licensed
      Premises to the LICENSOR in the same good order and condition in which
      they were at the time when the LICENSEE entered into the Licensed Premises
      (reasonable ware & tare acceptable). The LICENSEE shall be liable to pay
      the License fee of Rs. 3,00,000.00 (Rupees Three Lacs only) per day.

6)    Subject to Clause 5 above and the other provisions of this Agreement, it
      is expressly agreed between the parties hereto that the occupation of the
      Licensed Premises by the LICENSEE immediately after expiry or sooner
      determination/ termination of this Agreement shall be an act and the
      LICENSEE shall pay to the LICENSOR a sum of Rs.3,00,000.00 (Rupees Three
      Lacs only) per day for occupying the Licensed Premises. This right



      will be without prejudice to the other remedies available to the LICENSOR
      in law.

X.    COMPLIANCE WITH LAW

1)    LICENSEE shall comply with all rules, regulations, ordinances and other
      public requirements now or hereafter pertaining to LICENSEE'S use of the
      Licensed Premises and indemnify the LICENSOR against any breach thereof.

2)    LICENSOR shall comply with all laws, orders, ordinances and other public
      requirements now or hereafter affecting the Licensed Premises and
      indemnify the LICENSEES against any breach thereof.

XI.   ARBITRATION

1)    If any dispute arises between the parties hereto during the subsistence or
      thereafter, in connection with the validity, interpretation,
      implementation or alleged material breach of any of the provisions of this
      Agreement or regarding any question including the question as to whether
      the termination of the Agreement by one party hereto has been legitimate,
      the parties hereto shall endeavor to settle such disputes amicably.

2)    In case of the failure of the parties to settle such disputes within 30
      days, either party shall be entitled to refer the disputes (if legally
      possible) to arbitration. The arbitration shall be conducted by a sole
      Arbitrator mutually appointed, or in case of disagreement as to the
      appointment of a sole Arbitrator, by three (3) Arbitrators of which each
      party shall appoint one Arbitrator and the two appointed Arbitrators shall
      jointly appoint the third Arbitrator. The provisions of the Arbitration
      and Conciliation Act, 1996, including any



      amendment to it thereto shall govern the Arbitration proceedings. The
      Arbitration proceedings shall be in English. The place of arbitration will
      be Mumbai.

XII.  JURISDICTION

      The Parties expressly agree that only the competent courts of jurisdiction
      at Mumbai shall have exclusive jurisdiction in all matters arising
      hereunder.

XIII. ENTIRE AGREEMENT

1)    This Agreement and all attachments hereto set for the entire understanding
      and Agreement between the parties as to the Subject matter of this
      Agreement and merge and supersede all Previous communications,
      negotiations, warranties, representations and agreements either oral or
      written, With respect to the subject matter hereof and no addition to or
      Modification of this Agreement shall be binding on either party hereto
      unless reduced to writing and duly executed by each of the parties hereto.
      In the event of any conflict between the terms of this Agreement and the
      terms of any letter or other document, the terms of this Agreement shall
      govern.

2)    In case one or more provisions contained in this Agreement should be or
      become fully or in part invalid, illegal or unenforceable in any respect
      under any applicable law, the validity, legality and enforceability of
      the remaining provisions of this Agreement shall not in anyway be affected
      or impaired. Any provision which is fully or in part invalid, illegal or
      unenforceable shall be replaced, if possible under the applicable law, by
      a provision which as nearly as possible



      fulfills the intent of the invalid, illegal or unenforceable provision.

XIV.  FORCE MAJEURE

1)    Any delay or failure of performance by either party to this Agreement
      shall not constitute default hereunder or give rise to any claims for
      damages against that party, if and to the extent caused by force majeure
      or matters beyond reasonable control of such party including, but not
      limited to the acts of god, fires, floods, severe droughts, explosion,
      riots, war, etc.

2)    If the force majeure in question, prevails for a continuous period in
      excess of 30 days, the parties shall enter into bonafide discussions with
      a view to access its effects or to agreeing upon such alternative
      arrangements as may be fair and reasonable. Upon cessation of the cause or
      causes for delay or prevention, the party affected by the force majeure
      shall resume the performance of the contractual obligations. In the event
      of force majeure the parties will make their best endeavours to and will
      take all reasonable measures available to mitigate the effect of such
      force majeure.

3)    If the whole or any portion of the Licensed Premises shall, at any time,
      be destroyed or damaged, so as to be rendered inaccessible or
      uninhabitable, in whole or in part, other than due to the fault of the
      Licensee or if as a result of any of the force majeure events as mentioned
      in Clause 14 the Licensee is prevented from gaining free and unobstructed
      access to the Licensed Premises, then the license fee to be paid hereunder
      or appropriate portion thereof according to the nature and extent of the
      impediment to occupancy shall cease and be suspended proportionately until
      the Licensed Premises shall be rendered fit and accessible for use and
      occupation by the Licensee. However, if the Licensed



      Premises is not fit for use and occupation or continues to remain unfit
      for use and occupation by the Licensee or if the Licensee is prevented
      from gaining free and unobstructed access to the Licensed Premises for a
      period of 90 days or mutually agreed period, then the Licensee shall upon
      the expiry of the said 90 days or mutually agreed period be entitled to
      terminate this Agreement by giving to the Licensor 07 days notice in
      writing.

XV.   NOTICES

1)    All notices or other communications required or permitted or be given
      under this Agreement shall be in writing and shall be either delivered
      personally or sent by mail, at the following addresses of the parties:

      a.    to the LICENSOR at its Registered office mentioned herein, and

      b.    to the LICENSEE at

            i.    the Licensed Premises and

            ii.   its registered office

2)    Notice shall be deemed to be given on the seventh business day after such
      notice is mailed, if sent by registered mail. Any notice shall commence on
      the day such notice is deemed ought to be given.

3)    A party may change its address for purposes hereof by notice to the other
      party.


         .




                                    SCHEDULE

An area of 35214.74 sq. ft. lying and situated at the Ground Floor and 34396.68
sq. ft. lying and situated on Mezzanine floor of Plant Building No. 11 on Survey
Nos. 56 (Pt) 57 (Pt) of Village Vikhroli,



corresponding to CTS No.7 (Pt), Mumbai. The above property is bounded by:

Due North: Boundary wall of Godrej & Boyce Mfg. Co. Ltd.
Due South: Internal road of Godrej & Boyce Mfg. Co. Ltd.
Due East: Part plant 11 structure belonging to Godrej & Boyce Mfg. Co. Ltd.
Due West: Plant No. 10 Belonging to Godrej & Boyce Mfg. Co. Ltd.


IN WITNESS WHEREOF the parties hereto have executed these presents on the 31st
day of May, 2006.


SIGNED, SEALED AND DELIVERED        )
By the within named LICENSOR        )
GODREJ & BOYCE MFG. CO. LTD.        ) /s/ Maneck H. Engineer
Through its Authorized Signatory    )
Mr. Maneck H. Engineer              )
In the presence of .............    )


SIGNED, SEALED AND DELIVERED        )
By the within named LICENSEE        )
WNS GLOBAL SERVICES PVT. LTD        ) /s/ Suzanne Vadhavkar
Through its Authorized Signatory    )
Ms. Suzanne Vadhavkar               )
In the presence of .............    )

                                                                               .
                                                                               .
                                                                               .
                                                                    Exhibit 21.1



                              LIST OF SUBSIDIARIES

     The particulars of the subsidiaries of WNS (Holdings) Limited are set out
below, as at April 27, 2006:



                                                      PERCENTAGE OF ATTRIBUTABLE
                                                            EQUITY INTERESTS
                                   JURISDICTION OF    ---------------------------
    NAME OF COMPANY                INCORPORATION        DIRECT          INDIRECT         PRINCIPAL ACTIVITIES
- ---------------------------        ---------------    -----------     -----------  -----------------------------
                                                                       
WNS North America Inc......         Delaware, USA         100%            Nil      Sales, marketing and account
                                                                                   management for our group
                                                                                   companies in the US

WNS Global Services (UK)
   Ltd.....................             UK                100%            Nil      Sales, marketing and account
                                                                                   management for our group
                                                                                   companies in Europe including
                                                                                   U.K.

WNS (Mauritius) Ltd........           Mauritius           100%            Nil      Holding Company for WNS
                                                                                   Global Services (P) Ltd,
                                                                                   India, Ntrance Customer
                                                                                   Services Pvt. Ltd and WNS
                                                                                   Sri Lanka

Town & Country
   Assistance Ltd..........             UK                100%            Nil      Dormant Company

Trinity Business Process
   Mgt. Ltd................            India              Nil             100%     Providing BPO services to
                                                                                   customer in the mortgage
                                                                                   banking industry

WNS Global Services (P)
   Ltd, India..............            India              Nil             100%     Providing a variety of BPO
                                                                                   services including back
                                                                                   office administration
                                                                                   services and contact centre
                                                                                   services to customers in the
                                                                                   travel, insurance, healthcare
                                                                                   and financial services
                                                                                   industries.

NTrance Customer Services
   Pvt. Ltd................            India              Nil             100%     Providing BPO services to
                                                                                   customer in the insurance
                                                                                   industry.

WNS Global Services (Pvt.)
   Ltd, Sri Lanka..........          Sri Lanka            Nil             100%     Providing BPO services to
                                                                                   customer in the insurance
                                                                                   industry.

WNS Customer Solutions
   (Pvt.) Ltd. Sri Lanka ..          Sri Lanka            Nil             100%     Providing management &
                                                                                   support service

                                                                    Exhibit 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated May 24, 2006, in the Registration Statement (Form F-1)
and related Prospectus of WNS (Holdings) Limited dated July 3, 2006.



                                                       Ernst & Young


Mumbai, India
July 3, 2006

                                                                    Exhibit 23.4



                       CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated December 1, 2005 on the consolidated financial
statements of Trinity Partners Inc. as of and for the year ended March 31, 2005
included in the Registration Statement (Form F-1) and related Prospectus of WNS
(Holdings) Limited dated July 3, 2006.



                                                       Ernst & Young


Mumbai, India
July 3, 2006

                                                                    Exhibit 23.5



                 Amarchand & Mangaldas & Suresh A. Shroff & Co.
                               Peninsula Chambers
                            Peninsula Corporate Park
                              Ganpatrao Kadam Marg
                                  Lower Parel
                                 Mumbai 400 013
                                     India


July 3, 2006

WNS (Holdings) Limited
22 Grenville Street
St Helier
Jersey JE4 8PX


          RE: WNS (HOLDINGS) LIMITED REGISTRATION STATEMENT ON FORM F-1

Gentlemen:

     We have acted as your counsel in connection with the registration, offering
and sale under the Securities Act of 1933, as amended, of up to 11,989,708
equity shares (including up to 1,561,000 equity shares that the underwriters
have the option to purchase to cover over allotments, if any), par value 10
pence per share (the "Shares") of WNS (Holdings) Limited, a company with limited
liability incorporated under the laws of Jersey, Channel Island (the "Company").
Each of the Shares being so registered is represented by one (1) American
Depositary Share. We have examined the registration statement on Form F-1 (the
"Registration Statement") filed by you with the United States Securities and
Exchange Commission on July 3, 2006 for the purpose of registering the Shares as
Indian counsel to the issuer and with respect to certain matters governed under
Indian law. The Shares are to be sold to the underwriters for resale to the
public in a form evidenced by American Depositary Receipts, to be issued by the
Depositary, all as described and defined in the Registration Statement and
pursuant to the underwriting agreement filed as an exhibit thereto (the
"Underwriting Agreement").

     We consent to the reference to our name under the captions "Legal Matters"
and "Enforcement of Civil Liabilities" in the prospectus included as a part of
the Registration Statement and any amendments thereto and to the use of this
opinion as an exhibit to the Registration Statement for matters relating to
Indian law.



                                            Yours faithfully,

                                            /s/ Amarchand & Mangaldas &
                                                 Suresh A. Shroff & Co.

                                                                    Exhibit 23.6



                             WNS (HOLDINGS) LIMITED


Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of
1933, as amended, I, Eric B. Herr, consent to be named in the Registration
Statement on Form F-1 of WNS (Holdings) Limited and in all amendments and
supplements thereto, as a proposed member of the board of directors of WNS
(Holdings) Limited.

Dated: June 20, 2006



                                            /s/ Eric B. Herr
                                            ------------------------------------
                                            Eric B. Herr

                                                                    Exhibit 23.7



                             WNS (HOLDINGS) LIMITED


Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of
1933, as amended, I, Deepak S. Parekh, consent to be named in the Registration
Statement on Form F-1 of WNS (Holdings) Limited and in all amendments and
supplements thereto, as a proposed member of the board of directors of WNS
(Holdings) Limited.

Dated: June 20, 2006



                                            /s/ Deepak S. Parekh
                                            ------------------------------------
                                            Deepak S. Parekh