<PAGE>

                                                                   EXHIBIT 10.17


                                  SUBSCRIPTION
                                    AGREEMENT

                                     between

                                CRICINFO LIMITED



                                      -and-



                             SATYAM INFOWAY LIMITED





                                      -and-

                              THE SENIOR MANAGEMENT











                                Latham & Watkins
                    Solicitors and Registered Foreign Lawyers
                         99 Bishopsgate, Eleventh Floor
                            London, England EC2M 3XF
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                  <C>
1.    DEFINITIONS AND INTERPRETATION..............................................     1

2.    CONDITIONS..................................................................    10

3.    INVESTOR'S RIGHT OF RESCISSION..............................................    12

4.    SUBSCRIPTION OF SUBSCRIPTION SHARES.........................................    12

5.    NET ASSET VALUE.............................................................    12

6.    CONSIDERATION...............................................................    13

7.    INITIAL COMPLETION..........................................................    13

8.    FINAL COMPLETION............................................................    13

9.    SUBSCRIPTION FOR ADDITIONAL SHARES..........................................    14

10.   WARRANTIES..................................................................    19

11.   PROTECTION OF GOODWILL......................................................    22

12.   ANNOUNCEMENTS...............................................................    23

13.   FURTHER ASSURANCE...........................................................    23

14.   ASSIGNMENT..................................................................    24

15.   ENTIRE AGREEMENT: REMEDIES..................................................    24

16.   WAIVER, VARIATION AND RELEASE...............................................    24

17.   COSTS AND EXPENSES..........................................................    25

18.   NOTICES.....................................................................    25

19.   COUNTERPARTS................................................................    26

20.   LANGUAGE....................................................................    27

21.   INVALIDITY..................................................................    27

22.   AGREEMENT TO CONTINUE IN FULL FORCE AND EFFECT..............................    27

23.   CONFIDENTIALITY.............................................................    27

24.   GOVERNING LAW AND JURISDICTION..............................................    28

25.   THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............................    28
</TABLE>

                                       i
<PAGE>

                                    SCHEDULES
                                    ---------

SCHEDULE 1    Senior Management

SCHEDULE 2    Directors of the Company and the Subsidiaries

SCHEDULE 3    Part 1       Properties
              Part 2       Leases
              Part 3       Inferior Leases

SCHEDULE 4    Part 1       The Company
              Part 2       The Subsidiaries

SCHEDULE 5    Part 1       General Warranties
              Part 2       Taxation Warranties

SCHEDULE 6    Part 1 & 2   Completion

SCHEDULE 7    Investment Representations

SCHEDULE 8    Intellectual Property

              Part 1       Registered Intellectual Property
              Part 2       IP Licenses

SCHEDULE 9    Information Technology

              Part 1       IT Systems

SCHEDULE 10   Matters Pending Completion

                                      ii
<PAGE>

THIS AGREEMENT is made on 26 May, 2000

BETWEEN:

(1)  CRICINFO LIMITED, registered in England with number 3215055 whose
     registered office is Hartham Park, Corsham, Wiltshire, SN13 0RP United
     Kingdom (the "Company");

(2)  SATYAM INFOWAY LIMITED organised under the laws of the Republic of India
     whose registered office is at Maansarovar Towers, 271-A, Anna Salai,
     Teyriampet, Chennai 600 018, India (the "Investor"); and

(3)  THE SENIOR MANAGEMENT whose respective names and addresses are set out in
     Schedule 1 (the "Senior Management", each a "Senior Manager").

WHEREAS:

(A)  The Company has at the date of this Agreement an authorised share capital
     of (Pounds)1000 divided into 1000 ordinary shares of (Pounds)1 each of
     which 100 are issued and fully paid or credited as fully paid.

(B)  Prior to Final Completion (as hereinafter defined) the Company intends to
     subdivide each of its ordinary shares of (Pounds)1 each in the capital of
     the Company into 1,000 shares of (Pounds)0.001p.  Where numbers of shares
     have been stated in this Agreement it has been assumed that such sub-
     division has taken place.

(C)  Under a separate share purchase agreement, dated 5 April 2000 (the "Indigo
     Purchase Agreement"), Indigo Holdings Limited has agreed to sell and the
     Investor has agreed to purchase 25 (25,000 Ordinary Shares of
     (Pounds)0.001p each, post subdivision) Ordinary Shares of (Pounds)1 each in
     the capital of the Company, conditional, among other things, upon the
     Investor completing its subscription for Subscription Shares (as
     hereinafter defined) pursuant to this Agreement.

(D)  The Company has agreed to issue and allot the Subscription Shares to the
     Investor and the Investor has agreed to subscribe for the Subscription
     Shares subject to the terms and conditions of this Agreement.

THE PARTIES AGREE as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Agreement the following words. and expressions have the meanings
     set opposite them:


       "Accounts"          the report of the Directors and Management Accounts
                           for the year ended 31 March 2000 prepared by the
                           Company's accountants, Wickham, Hunt & Co. dated 15
                           May 2000 and comprising the balance sheet as at the
                           Balance Sheet Date and the profit and loss account
                           for the last accounting reference period ended on the
                           Balance Sheet Date of the Company, a copy of each of
                           which has been

                                       1
<PAGE>

                                    initialled by or on behalf of each of
                                    the parties for the purpose of
                                    identification;

       "Accounting Standards"       statements of standard accounting practice
                                    (including financial reporting standards)
                                    issued pursuant to section 256, CA 85 by the
                                    Accounting Standards Board Limited;

       "Additional                  43,605 Ordinary Shares in the Company
       Subscription Shares"         subject to adjustment in accordance with the
                                    Subscription Rights set out in Clause
                                    9.2;

       "Affiliate"                  in relation to any body corporate, any
                                    Holding Company or subsidiary undertaking of
                                    such body corporate or any subsidiary
                                    undertaking of a Holding Company of such
                                    body corporate;

       "Agreement"                  this Agreement including the schedules;

       "Articles"                   the new articles of association of the
                                    Company in Agreed Form to be adopted by the
                                    Company at Final Completion;

       "Balance Sheet Date"         31 March 2000

       "Business"                   collectively the businesses of the Company
                                    and each of the Subsidiaries at the date
                                    hereof;

       "Business Day"               a day (other than a Saturday or Sunday) when
                                    banks are open for business in all of
                                    England, India and New York;

       "CA 85"                      Companies Act 1985;

       "CAA"                        Capital Allowances Act 1990;

       "Clarification and           the clarification and termination agreement
       Termination                  in the Agreed Form between, inter alia, the
       Agreement"                   Company and Indigo;

       "Companies Acts"             CA 85 together with the Companies Act 1989;

       "Company Shareholders"       each of those persons registered as a
                                    shareholder of the Company;

       "Company's Solicitors"       Simmons & Simmons of 21 Wilson Street,
                                    London, EC2M 2TX;

       "Competent Authority"        means any person or legal entity (including
                                    any Governmental Authority) having
                                    regulatory authority in any court of law or
                                    tribunal;

       "Confidential                all information received or obtained as a
                                    result of entering

                                       2
<PAGE>

       Information"                 into or performing, or supplied by or on
                                    behalf of a party in the negotiations
                                    leading to, this Agreement and which relates
                                    to:

                                    (i)    the Company, the Subsidiaries and
                                           their respective Affiliates;

                                    (ii)   any aspect of the Business;

                                    (iii)  the provisions of this Agreement;

                                    (iv)   the negotiations relating to this
                                           Agreement;

                                    (v)    the subject matter of this Agreement;
                                           or

                                    (vi)   the Investor Group and any aspect of
                                           the business of the Investor Group;

       "Connected Person"           a person connected with any of the
                                    Warrantors or the Directors (or any former
                                    director of the Company or any of the
                                    Subsidiaries) within the meaning of section
                                    839, ICTA 1988;

       "Consideration"              the consideration payable for the
                                    Subscription Shares as specified in Clause
                                    6.1 subject to adjustment in accordance with
                                    Clause 5;

       "Consideration ADRs"         Investor ADRs evidencing American Depositary
                                    Shares representing shares of unregistered
                                    common stock in the Investor;

       "Contract"                   any contract, agreement, obligation
                                    commitment, understanding, arrangement or
                                    liability (in each case being legally
                                    binding);



       "Copyright"                  copyright, design rights, topography rights
                                    and database rights whether registered or
                                    unregistered (including any applications for
                                    registration of any such thing) and any
                                    similar or analogous rights to any of the
                                    foregoing whether arising or granted under
                                    the law of England or of any other
                                    jurisdiction and for the avoidance of doubt
                                    this definition shall not include any rights
                                    in software (including all source code and
                                    object code and all modules, routines and
                                    sub-routines thereof and other preparatory
                                    material thereto);

       "Cricket Boards"             the National Cricket Boards of South Africa,
                                    Pakistan, New Zealand and Zimbabwe;

       "Directors"                  the directors of the Company and the
                                    Subsidiaries named in Schedule 2;

                                       3
<PAGE>

       "Disclosed"                  fairly disclosed by the Disclosure Documents
                                    and "Disclosure" shall be construed
                                    accordingly;

       "Disclosure Documents"       the Disclosure Letter and the two identical
                                    bundles of documents collated by or on
                                    behalf of the Warrantors, the outside covers
                                    of each of which have been signed for
                                    identification by or on behalf of the
                                    Warrantors and the Investor;

       "Disclosure Letter"          the letter described as such of even date
                                    herewith addressed by the Warrantors to the
                                    Investor;

       "Encumbrance"                any interest or equity of any person
                                    (including any right to acquire, option or
                                    right of pre-emption) or any mortgage,
                                    charge, pledge, lien, assignment,
                                    hypothecation, security interest, title
                                    retention or any other security agreement or
                                    arrangement;

       "ERA"                        Employment Rights Act 1996;

       "Exercise Date"              the Business Day next following the date of
                                    receipt by the Company of the Notice of
                                    Subscription;

       "Final Completion"           final completion of this Agreement in the
                                    terms set out in Clause 8;

       "Financial Year"             a financial year within the meaning ascribed
                                    to such expression by section 223, CA 85;

       "Governmental Authority"     any government or any government agency,
                                    bureau, board commission, court, department,
                                    official, political subdivision, tribunal or
                                    other instrumentality of any government,
                                    whether federal, state municipal or local,
                                    domestic or foreign;

       "Group"                      together the Company and the Subsidiaries;

       "Hardware"                   any and all computer, telecommunications and
                                    network equipment owned and operated by the
                                    Company;

       "Holding Company"            a holding company within the meaning
                                    ascribed to such expression by sections 736
                                    and 736A, CA85;

       "ICTA 1988"                  Income and Corporation Taxes Act 1988;

       "India Agreement"            confirmatory agreement between (inter alia)
                                    the Company and Indigo in Agreed Form;

       "Indigo"                     Indigo Holdings Limited, a company
                                    incorporated in Guernsey whose registered
                                    office is 16 New Street, St.

                                       4
<PAGE>

                                    Peter Port, Guernsey, Channel Islands;

       "Initial Completion"         initial completion of the Agreement in the
                                    terms set out in Clause 7;

       "Intellectual Property"      Patent Rights, Know-How, Copyright, Trade
                                    Marks and IP Materials;

       "Investor's Accountants"     KPMG, Chennai, India;

       "Investor ADRs"              American Depository Receipts, each ADR
                                    evidencing an American Depository Share
                                    representing one-fourth of one fully paid
                                    Ordinary Share of the Investor;

       "Investor's Group"           the Investor and its Affiliates;

       "Investor Letter of          a letter of subscription for Subscription
       Application"                 Shares by the Investor;

       "Investor's Solicitors"      Latham & Watkins of 99 Bishopsgate, 11th
                                    Floor, London, EC2M 3XF;

       "IP Licences"                all agreements, arrangements or undertakings
                                    pursuant to which to any material extent (i)
                                    the Company or any of the Subsidiaries uses
                                    or has the right to use any Intellectual
                                    Property, and (ii) any third party uses or
                                    has the right to use any Relevant
                                    Intellectual Property;

       "IP Materials"               all documents, records, tapes, discs,
                                    diskettes and any other materials whatsoever
                                    containing Copyright works, Know-How or
                                    Software other than any third party software
                                    (including all source code and object codes
                                    and all modules, routines and sub-routines
                                    thereof and other preparatory material
                                    thereto);

       "IT Services"                any services relating to the IT Systems or
                                    to any other aspect of the Company's or any
                                    of the Subsidiaries' data processing or data
                                    transfer requirements, including facilities
                                    management, bureau services, hardware
                                    maintenance, software development or
                                    support, consultancy, source code deposit,
                                    recovery and network services;

       "IT Systems"                 Hardware and/or Software owned or used by
                                    the Company or any of the Subsidiaries;

       "Know-How"                   trade secrets and confidential business
                                    information including details of supply
                                    arrangements, customer lists and pricing
                                    policy; sales targets, sales statistics,
                                    market share statistics, marketing surveys
                                    and reports; marketing

                                       5
<PAGE>

                                    research; unpatented technical and other
                                    information including inventions,
                                    discoveries, processes and procedures,
                                    ideas, concepts, formulae, specifications,
                                    procedures for experiments and tests and
                                    results of experimentation and testing;
                                    together with all common law or statutory
                                    rights protecting the same including by any
                                    action for breach of confidence and any
                                    similar or analogous rights to any of the
                                    foregoing whether arising or granted under
                                    the law of England or any other
                                    jurisdiction;

       "Notice of Subscription"     the notice by which Subscription Rights are
                                    exercisable;

       "Ordinary Shares"            ordinary shares of (Pounds)0.001p each in
                                    the Company;

       "Patent Rights"              patent applications or patents, author
                                    certificates, inventor certificates, utility
                                    certificates, improvement patents and models
                                    and certificates of addition including any
                                    divisions, renewals, continuations,
                                    refilings, confirmations-in-part,
                                    substitutions, registrations, confirmations,
                                    additions, extensions or reissues thereof
                                    and any similar or analogous rights to any
                                    of the foregoing whether arising or granted
                                    under the law of England or any other
                                    jurisdiction;

       "Pension Schemes"            agreements or arrangements (whether legally
                                    enforceable or not) for the payment of any
                                    pensions, allowances, lump sums or other
                                    like benefits on retirement or on death or
                                    during periods of sickness or disablement
                                    for the benefit of any present or former
                                    director, officer or employee of the Company
                                    or of any of the Subsidiaries or for the
                                    benefit of the dependants of any such
                                    persons;

       "Proceedings"                any proceeding, suit or action arising out
                                    of or in connection with this Agreement;

       "Properties"                 the properties of which short particulars
                                    are set out in Schedule 3 and the expression
                                    "Property" shall mean, where the context so
                                    admits, any one or more of such properties
                                    and any part or parts thereof;

       "Record Date"                in relation to any issue of Ordinary Shares,
                                    securities, rights, options or warrants or
                                    any dividend or capital distribution, the
                                    date as of which holders of Ordinary Shares
                                    must be registered in order to participate
                                    therein;

       "Registered Intellectual     the Intellectual Property owned by the
       Property"                    Company or any of the Subsidiaries which is
                                    either registered or applied for and listed
                                    in Part 1 of Schedule 8;

       "Registration                a registration statement in appropriate form
                                    to be filed with

                                       6
<PAGE>

       Statement"                   the SEC;


       "Relevant Claim"             a claim under this Agreement for breach of
                                    the Warranties;

       "Relevant IP"                all Registered Intellectual Property and
                                    Unregistered Intellectual Property other
                                    than any Intellectual Property right in any
                                    third party software (including all source
                                    and object code and all mode routines and
                                    sub-routines thereof and other preparatory
                                    materials thereto);

       "SEC"                        The Securities and Exchange Commission;

       "Shareholders                the shareholders agreement in Agreed Form to
       Agreement"                   be entered into at Final Completion between
                                    the Company, the Investor and the Senior
                                    Management;

       "Share Purchase              the share purchase agreement, dated 15
       Agreement"                   September, 1999 entered into between Mr.
                                    Michael Watt (subsequently novated to Indigo
                                    Holdings Limited), Cricinfo Limited,
                                    Cricinfo India Pvt. Limited and Dr. Simon
                                    King as varied and novated;

       "Software"                   any and all computer programs in both source
                                    and object code form, including all modules,
                                    routines and sub-routines thereof and all
                                    source and other preparatory materials
                                    relating thereto, including user
                                    requirements, functional specifications and
                                    programming specifications, ideas,
                                    principles, programming languages,
                                    algorithms, flow charts, logic, logic
                                    diagrams, orthographic representations, file
                                    structures, coding sheets, coding and
                                    including any manuals or other documentation
                                    relating thereto and computer generated
                                    works;

       "SSAP"                       a statement of standard accounting practice
                                    or financial reporting standard in force at
                                    the date hereof as issued by the Institute
                                    of Chartered Accountants in England and
                                    Wales and adopted by the ASB as an
                                    Accounting Standard;

       "Stock Exchange"             the relevant stock exchange on which shares
                                    of the Company may be listed;

       "Subscription Period"        the period commencing on 18 October 2000 and
                                    ending at close of business on the fifth
                                    Business Day following pricing of the shares
                                    of the Company or any Holding Company of the
                                    Company for the purposes of an initial
                                    public offering of those shares;

                                       7
<PAGE>

       "Subscription Price"         an amount equal to $992 (being the price per
                                    Subscription Share), subject to adjustment
                                    pursuant to Clause 9, multiplied by the
                                    relevant number of Additional Subscription
                                    Shares subscribed for by the Investor;

       "Subscription Rights"        the right to subscribe for Additional Shares
                                    pursuant to Clause 9;

       "Subscription Shares"        the 18,605 Ordinary Shares to be issued by
                                    the Company credited as fully paid and
                                    allotted to the Investor pursuant to this
                                    Agreement at Final Completion;

       "subsidiary"                 a subsidiary within the meaning ascribed to
                                    such expression by sections 736 and 736A, CA
                                    85;

       "subsidiary                  a subsidiary undertaking within the meaning
       undertaking"                 ascribed to such expression by section 258,
                                    CA85;

       "Subsidiaries"               the subsidiaries of the Company named in
                                    Part 2 of Schedule 4 plus Cric Info India
                                    Private Limited;

       "Taxation" or "Tax"          (a) all forms of taxation imposed by a
                                    Taxation Authority including any charge,
                                    tax, duty, levy, impost. withholding or
                                    liability wherever chargeable imposed for
                                    support of national, state, federal,
                                    municipal or local government or any other
                                    person and whether of the UK or any other
                                    jurisdiction; and (b) any penalty, fine,
                                    surcharge, interest, charges or costs
                                    payable in connection with any taxation
                                    within (a) above;

       "Taxation Authority"         the Inland Revenue, Customs & Excise,
                                    Department of Social Security and any other
                                    governmental or other authority whatsoever
                                    competent to impose any Taxation whether in
                                    the United Kingdom or elsewhere;

       "Taxation Statute"           any directive, statute, enactment, law or
                                    regulation, wheresoever enacted or issued,
                                    coming into force or entered into providing
                                    for or imposing any Taxation and shall
                                    include orders, regulations, instruments,
                                    bye-laws or other subordinate legislation
                                    made under the relevant statute or statutory
                                    provision and any directive, statute,
                                    enactment, law, order, regulation or
                                    provision which amends, extends,
                                    consolidates or replaces the same or which
                                    has been amended, extended, consolidated or
                                    replaced by the same;

       "Tax Warranties"             the warranties set out in Part 2 of Schedule
                                    5;

       "TCGA"                       Taxation of Chargeable Gains Act 1992;

                                       8
<PAGE>

     "TMA"                    Taxes Management Act 1970;

     "Trade Marks"            trade or service mark applications or registered
                              trade or service marks, registered protected
                              designations of origin, registered protected
                              geographic origins, refilings, renewals or
                              reissues thereof, unregistered trade or service
                              marks, get-up in each case with any and all
                              associated goodwill and all rights or forms of
                              protection of a similar or analogous nature
                              including rights which protect goodwill whether
                              arising or granted under the law of England or of
                              any other jurisdiction;

     "Trade Union"            as defined in section 1, TULRCA;

     "TULRCA"                 Trade Union and Labour Relations (Consolidation)
                              Act 1992;

     "TUPE"                   Transfer of Undertakings (Protection of
                              Employment) Regulations 1981;

     "Unregistered            Intellectual Property owned, licensed, used or
      Intellectual            exploited by the Company or any of the
        Property"             Subsidiaries and which is material to the
                              Business other than Registered Intellectual
                              Property;

     "User"                   any visitor to the Company's website from time to
                              time;

     "VAT"                    value added tax;

     "VATA"                   Value Added Tax Act 1994;

     "Warranties"             the warranties referred to in Clause 10 and set
                              out in Schedule 5;

     "Warrantors"             together the Company and the Senior Management,
                              each a "Warrantor"; and

     "in Agreed Form"         in the form agreed between the parties to this
                              Agreement and signed for the purposes of
                              identification by or on behalf of each party.

1.2  The table of contents and headings in this Agreement are inserted for
     convenience only and shall not affect its construction.

1.3  Unless the context otherwise requires words denoting the singular shall
     include the plural and vice versa, references to any gender shall include
     all other genders and references to persons shall include bodies corporate,
     unincorporated associations and partnerships, in each case whether or not
     having a separate legal personality.

                                       9
<PAGE>

     References to the word "include" or "including" are to be construed without
     limitation.

1.4  References to recitals, schedules and clauses are to recitals and schedules
     to and clauses of this Agreement unless otherwise specified and references
     within a schedule to paragraphs are to paragraphs of that schedule unless
     otherwise specified.

1.5  Any reference to "writing" or "written" includes faxes and any non-
     transitory form of visible reproduction of words (excluding, for the
     avoidance of doubt, e-mails unless reproduced in hard copy).

1.6  Any agreement, covenant, representation, warranty, undertaking or liability
     arising under this Agreement on the part of two or more persons shall be
     deemed to be made or given by such persons severally.

1.7  References to the Warrantors shall include each of them severally.

1.8  In Schedule 5, references to the Company shall be deemed to include a
     corresponding reference to the Subsidiaries and each of them severally and
     references to the Accounts are to those of the Company or the relevant
     Subsidiary, as the case may be.

1.9  References to times of the day are to London time and references to a day
     are to a period of 24 hours running from midnight.

1.10 References to "parties" means all the parties to this Agreement and
     "party" means any one of them.

2.   CONDITIONS

2.1  Conditions precedent

     Subject to Clause 2.2, Final Completion of this Agreement is subject to and
     conditional upon:

     2.1.1     a resolution being passed by the requisite number of Company
               Shareholders in extraordinary general meeting or by written
               resolution waiving all rights of pre-emption or any other rights
               over any of the Subscription Shares and the Additional
               Subscription Shares to be subscribed for by Investor and the
               Ordinary Shares to be transferred to the Investor by Indigo
               pursuant to the Indigo Purchase Agreement;

     2.1.2     a resolution being passed by the requisite number of Investor
               shareholders permitting the allotment and issuance of, and
               waiving rights of pre-emption over, Investor common stock in
               connection with the creation of, inter alia, the Consideration
               ADRs;

     2.1.3     audited financial statements for the Financial Year ended 31
               March, 2000 (reconciled to US GAAP accounting requirements and
               accompanied by applicable auditors comfort letters and consents
               to use in the Registration Statement) being delivered to
               Investor;

                                       10
<PAGE>

     2.1.4     a certified true copy of the executed India Agreement being
               delivered to Investor;

     2.1.5     execution of the Clarification and Termination Agreement by the
               parties thereto;

     2.1.6     all conditions for completion set forth in Clause 2.3 of the
               Indigo Purchase Agreement having been satisfied except for the
               condition requiring the Investor to have subscribed for
               Subscription Shares.

2.2  Waiver of conditions precedent

     Notwithstanding Clause 2.1, the Investor shall be entitled by notice in
     writing given to the Company to waive (to such extent as it may think fit)
     compliance with the conditions stated in Clauses 2.1.4 and 2.1.5.

2.3  Termination

     In the event that (i) all conditions set forth in Clause 2.1 have not been
     satisfied or, in the case of the conditions stated in Clauses 2.1.4 and
     2.1.5, waived prior to 31 July 2000 and/or (ii) either the Registration
     Statement has not been declared effective by the SEC or the Consideration
     has not been paid in cash, the obligations under this Agreement shall
     terminate (except as regards Clauses 13, 18, 25 and 26 and this Clause 2.3)
     and no party shall have any further obligation to the other except as
     regards any breach arising prior to such date.  Upon such termination
     ("Termination"), all entitlement of the Investor to the Subscription Shares
     shall cease and all entitlement of the Company to any Investor ADRs shall
     terminate.  If Termination occurs after the Subscription Shares have been
     allotted, upon Termination the Investor shall transfer the Subscription
     Shares at the direction of the Company for nominal consideration
     ((Pounds)10), and the Company shall transfer the Consideration ADR's at the
     direction of the Investor for nominal consideration ($10).  Each shall
     appoint the other their lawful attorney to execute and deliver all
     documents in connection with the foregoing.

2.4  Matters Pending Final Completion

     The Company hereby undertakes and (insofar as they are respectively able
     through the exercise by them of all voting rights and other powers of
     control respectively exercisable by them as Company Shareholders and
     Directors) each of the Senior Managers hereby undertakes to procure that,
     save as required or permitted by this Agreement, neither the Company nor
     any of its Subsidiaries shall, without the previous written consent of the
     Investor (such consent not to be unreasonably withheld), take any of the
     actions set out in Schedule 10 during the period commencing the date of
     this Agreement and ending immediately following Final Completion.

                                       11
<PAGE>

3.   INVESTOR'S RIGHT OF RESCISSION

3.1  In the event of:

     3.1.1     an injunctive or other similar order that prohibits the Company
               from performing the Business or any material part thereof being
               made; or

     3.1.2     the continuing performance by the Company of the Business
               becoming illegal;

     on or before Final Completion, the Investor shall be entitled by notice in
     writing to the Company's Solicitors to rescind this Agreement but so that
     any such rescission shall be without prejudice to Clauses 15, 16, 18, 20,
     24 and 25.

4.   SUBSCRIPTION OF SUBSCRIPTION SHARES

4.1  The Investor shall subscribe for the Subscription Shares on the terms of
     this Agreement.

4.2  If any of the Consideration payable by the Investor under this Agreement is
     satisfied by the issue to the Company or its nominees of Consideration ADRs
     the Investor agrees to use all reasonable endeavours to:

          (i)  achieve an effective listing on the Nasdaq market for the
               Consideration ADRs; and

          (ii) ensure the Registration Statement is filed within 4 weeks
               following Initial Completion (assuming availability of US GAAP
               reconciled financial information and applicable auditors consents
               to use in the Registration Statement).

4.3  Dividends and distributions

     The Subscription Shares shall be issued and allotted credited as fully paid
     and shall rank pari passu with all issued Ordinary Shares. The Subscription
     Shares shall carry the right to all dividends or distributions declared,
     made or paid thereon on and after the date of Final Completion.

4.4  Issue of Subscription Shares

     The Investor shall not be obliged to complete the subscription of any of
     the Subscription Shares unless the subscription of all of the Subscription
     Shares is completed simultaneously.

5.   NET ASSET VALUE

5.1  In the event that the Net Asset Value (as defined in Clause 5.2 below) of
     the Company as at 31 March 2000 as stated in the Company's audited
     financial statements for the Financial Year to 31 March 2000 ("Audited
     Accounts") is less than (Pounds)1.4 million the Consideration shall be
     reduced by the Dollar Equivalent of an amount equal to the difference
     between the Net Asset Value as stated in the Audited Accounts and the Net

                                       12
<PAGE>

     Asset Value as stated in the Accounts (which, for the avoidance of doubt is
     (Pounds)1,778,417).

5.2  For the purpose of this Clause 5:

     5.2.1     the term "Net Asset Value" shall mean total assets less current
               liabilities; and

     5.2.2     the term "Dollar Equivalent" shall mean, in relation to a pounds
               sterling sum on a particular day, the average of the price at
               which that pounds sterling sum can be purchased for US Dollars
               and the price at which such sum can be sold for US Dollars at the
               close of business on such day in the City of London as quoted by
               the issue of the Financial Times newspaper in relation to that
               day.

6.   CONSIDERATION

6.1  Consideration

     6.1.1     The Subscription Shares shall be issued and allotted in
               consideration for U.S. $16,000,300 (subject to the Consideration
               adjustment mechanism in Clause 5) to be satisfied, at the
               election of the Investor, in any combination of cash (US Dollars)
               and/or by the issue to the Company or its nominees of
               Consideration ADRs (the number of such Consideration ADRs to
               which the Company is entitled being calculated by reference to
               the average of bid and offer prices of Investor ADRs as at close
               of trading on the Nasdaq market on the Business Day immediately
               prior to Final Completion), it being acknowledged by the parties
               that certificates representing the Consideration ADRs shall not
               be delivered to the Company, and no legal or beneficial interest
               in the Consideration ADRs may be transferred by the Company,
               until the SEC has declared the registration statement in respect
               of such Consideration ADRs to be effective.

7.   INITIAL COMPLETION

7.1  Time and location

     Initial Completion shall take place at the offices of Latham & Watkins
     immediately after signing of this Agreement, at which point the Warrantors
     shall deliver to the Investor a certified copy of the minutes of the
     directors of the Company authorising the execution by the Company of this
     Agreement, the Shareholders Agreement, copies of the documents stated in
     this Agreement to be in Agreed Form (initialled as such) and documents
     ancillary thereto; and the Investor shall deliver to the Company a
     certified copy of the minutes of the directors of the Investor authorising
     the execution of this Agreement, the Shareholders Agreement, copies of the
     documents stated in the Agreement to be in Agreed Form (initialled as such)
     and documents ancillary thereto.

8.   FINAL COMPLETION

8.1  Final Completion shall take place following satisfaction or, as the case
     may be, waiver of the conditions in Clause 2, at the offices of Latham &
     Watkins on the date two Business Days prior to effective listing of the
     Consideration ADRs on the Nasdaq

                                       13
<PAGE>

     market, or, if the Investor is paying the Consideration wholly in cash,
     such earlier date as the Investor notifies the Company that Final
     Completion is to occur.

8.2  At Final Completion:

     8.2.1     The Company shall allot and issue the Subscription Shares to the
               Investor and shall enter the Investor's name in the register of
               members of the Company.

     8.2.2     The Investor shall pay the Consideration to the Company.

     8.2.3     The Company shall allot and issue to Simon King (as trustee for
               certain persons referred to as the `Constructors' in a
               declaration of trust executed by Simon King on 4 May 2000) 55,815
               Ordinary Shares at par.

     8.2.4     The Company shall deliver to the Investor each of the documents
               listed in Part 1 of Schedule 6.

     8.2.5     The Investor shall deliver to the Company each of the documents
               listed in Part 2 of Schedule 6.

     8.2.6     The Investor, the Company and Senior Management shall enter into
               the Shareholder's Agreement.

     8.2.7     The Company and Indigo shall enter into the Clarification and
               Termination Agreement.

9.   SUBSCRIPTION FOR ADDITIONAL SHARES

9.1  Subscription rights

     9.1.1     Subject as provided in Clause 9.2, the Investor shall have the
               right at any time during the Subscription Period to subscribe in
               cash and/or exchange for Investor ADRs for all or any of the
               Additional Subscription Shares not previously subscribed for at
               the Subscription Price. The number of Additional Subscription
               Shares the subject of the Subscription Rights and/or the
               Subscription Price payable in respect thereof will be subject to
               adjustment as provided in Clause 9.2 below.

     9.1.2     To exercise the Subscription Rights in whole or in part, the
               Investor must complete a Notice of Subscription (specifying the
               number of shares being subscribed for and the relevant
               Subscription Price in respect thereof). Once lodged, a Notice of
               Subscription shall be irrevocable, save with the consent of the
               board of directors of the Company. Compliance must also be made
               with any statutory requirements for the time being applicable.

     9.1.3     Completion of the subscription for all or any of the Additional
               Subscription Shares shall take place on the date 3 Business Days
               following the Exercise Date or such other date as the Investor
               and the Company may agree. At completion the following business
               shall be transacted:

                                       14
<PAGE>

     (a)       the Company shall deliver to the Investor: (i) a certified copy
               of the minutes of a meeting of the Board of Directors of the
               Company authorising the issue and allotment of the relevant
               Additional Subscription Shares; (ii) an appropriate share
               certificate duly executed by the Company in favour of the
               Investor (or its nominee(s)); (iii) a certified copy of the
               updated register of members of the Company; and (iv) if Investor
               ADRs will be issued, a written statement that the Investment
               Representations set forth in Schedule 7 are true and accurate as
               of Completion of the subscription for the Additional Subscription
               Shares; and

     (b)       the Investor shall confirm in writing that the representations
               and warranties set forth in Clause 10.19(f), (g) and (h) are true
               and accurate as of such date and shall pay the relevant
               Subscription Price to Company either in cash (in which case
               payment will be made by telegraphic transfer to an account
               nominated by the Company) or by the issue of Investor ADRs (such
               Investor ADRs to be calculated by reference to the average of the
               bid and offer prices of Investor ADRs as at close of trading on
               the Nasdaq Market on the Business Day immediately prior to
               completion of the relevant Subscription Rights).

     9.1.4     Additional Subscription Shares allotted pursuant to the exercise
               of Subscription Rights shall rank pari passu in all respects with
               the Ordinary Shares in issue on the Exercise Date.

     9.1.5     Promptly following issuance of Investor ADRs as consideration for
               Additional Subscription Shares, the Investor shall use all
               reasonable endeavours to cause a Registration Statement on Form
               F-3 to be filed with and declared effective by the Securities and
               Exchange Commission for the resale of such Investor ADRs by the
               Company.

9.2  Adjustment of Subscription Rights and Subscription Price.

     9.2.1     The Subscription Price shall from time to time as required during
               the Subscription Period be adjusted in accordance with the
               provisions of this Clause 9.2.1 and Clause 9.2.2 below. For the
               avoidance of doubt, if the event giving rise to such adjustment
               shall be capable of falling within more than one of sub-
               paragraphs (i)-(iii) of this sub-paragraph Clause 9.2.1, it shall
               fall within the first of the applicable sub-paragraphs to the
               exclusion of the remaining sub-paragraphs:

               (i)  If and whenever there shall be an alteration in the nominal
                    value of the Ordinary Shares as a result of a consolidation
                    or sub-division, the Subscription Price in force immediately
                    prior to such alteration shall be adjusted by multiplying it
                    by a fraction of which the numerator shall be the nominal
                    amount of one such Ordinary Share immediately after such
                    alteration and the denominator shall be the nominal amount
                    of one such Ordinary Share immediately before such
                    alteration, and such adjustment shall become effective
                    immediately after the alteration takes effects.

               (ii) If and whenever the Company shall issue to holders of
                    Ordinary Shares any Ordinary Shares credited as fully paid
                    by way of capitalisation of

                                       15
<PAGE>

                      reserves or profits (other than Ordinary Shares paid up
                      out of distributable reserves and issued in lieu of a cash
                      dividend), the Subscription Price in force immediately
                      prior to such issue shall be adjusted by multiplying it by
                      a fraction of which the numerator shall be the aggregate
                      nominal amount of the issued Ordinary Shares immediately
                      before such issue and the denominator shall be the
                      aggregate nominal amount of the issued Ordinary Shares
                      immediately after such issue, and such adjustment shall
                      become effective as at the date of issue of such Ordinary
                      Shares.

               (iii)  If and whenever the Company shall offer or procure the
                      offer to holders of Ordinary Shares (in their capacity as
                      such holders) of new Ordinary Shares for subscription or
                      purchase by way of rights, or shall offer or grant to
                      holders of Ordinary Shares any options, rights (including,
                      without limitation, conversion rights attaching to
                      convertible securities) or warrants to subscribe for or
                      purchase new Ordinary Shares in each case at a price that
                      is less than the Subscription Price, the Subscription
                      Price shall be reduced to such price. Such adjustment
                      shall become effective immediately on the date of issue or
                      purchase of such Ordinary Shares or grant of such options,
                      rights or warrants (as the case may be). For the avoidance
                      of doubt this Clause 9.2.1 shall not apply to the
                      allotment and issue of Ordinary Shares in the Company to
                      Simon King at Final Completion pursuant to Clause 8.2.3
                      above.

     9.2.2

               (i)    If and whenever any of one or more events or circumstances
                      specified in Clause 9.2.1 above (or any other events or
                      circumstances which the Company in its absolute discretion
                      determines should result in an adjustment to the
                      Subscription Price) shall occur or exist, and if the
                      adjustment would result in a reduction of the Subscription
                      Price where such adjustment is made other than by reason
                      of the consolidation of Ordinary Shares, such adjustment
                      shall take effect as so determined from the relevant date
                      specified in whichever of Clauses 9.2.1(i) to (iii) above.

               The Investor will be given notice in writing of all adjustments.
               The Company at its expense will promptly compute such adjustment
               or readjustment in accordance with the terms of this Clause 9 and
               furnish to the Investor a certificate setting forth such
               adjustment or readjustment and showing in reasonable detail the
               facts upon which such adjustment or readjustment is based,
               including a statement of the Subscription Price in effect
               immediately prior to such adjustment and after giving effect to
               such adjustment. No adjustment will be made to the Subscription
               Price (other than by reason of a consolidation of Ordinary Shares
               as referred to in sub-paragraph Clause 9.2.1 (i) above) if it
               would result in an increase in the Subscription Price and in any
               event no adjustment will be made if such adjustment would be less
               than one percent of the Subscription Price then in force and on
               any adjustment the adjusted Subscription Price will be rounded
               down to the nearest one penny.

                                       16
<PAGE>

               Any adjustment not so made and any amount by which the
               Subscription Price is rounded down will be carried forward and
               taken into account in any subsequent adjustment.

               (ii)   Whenever the Subscription Price is adjusted as provided in
                      this paragraph (other than by reason of the consolidation
                      of Ordinary Shares as referred in sub-paragraph Clause
                      9.2.1 (i) above), the Company shall adjust the number of
                      Additional Subscription Shares available to the Investor
                      at the same time as such adjustment takes effect. The
                      number of Additional Subscription Shares to which the
                      Investor will be entitled shall be calculated by using the
                      following formula:

                                      AxB
                                      ---
                                       C

               Where:

               A is the number of Additional Subscription Shares issuable upon
               exercise of the Subscription Rights immediately before the
               adjustment;

               B is the Subscription Price immediately before the adjustment;
               and

               C is the adjusted Subscription Price.

               (iii)  Whenever the Subscription Price is adjusted in accordance
                      with this Clause by reason of the consolidation of
                      Ordinary Shares as referred to in clause 9.2.1(i) above,
                      the number of Additional Shares for which the Investor is
                      entitled to subscribe will be reduced accordingly.

               (iv)   The Subscription Price may never be adjusted so that it
                      results in the Investor paying a price per share that is
                      less than the nominal value of the Company's Ordinary
                      Shares then in issue. Any adjustment which would, but for
                      this paragraph, result in a Subscription Price of less
                      than such nominal value shall be treated as an adjustment
                      of the Subscription Price to an amount equal to the
                      nominal amount then prevailing.

               (v)    If the Investor shall, for any reason whatsoever, disagree
                      with the Company's adjustment of the Subscription Price,
                      then the Company and the Investor shall negotiate in good
                      faith in an effort to reach an agreement upon the
                      Subscription Price for a period of ten (10) days beginning
                      at any time following notice by the Investor of such
                      disagreement. If the Company and the Investor are unable
                      to reach agreement as so provided, the Company shall, at
                      its own expense, within thirty (30 days) after the
                      expiration of the ten-day period referenced above, engage
                      an independent firm of auditors nominated by the Directors
                      of the Company (the "Appraiser") to make an independent
                      determination of the Subscription Price for the Additional
                      Shares (the "Appraiser's Determination"). The Appraiser's

                                       17
<PAGE>

                      Determination shall be final and binding on the Company
                      and the Investor.

     9.2.3     The Investor shall not be entitled to exercise its Subscription
               Rights for Additional Subscription Shares if such number of
               Additional Shares would result in the Investor holding more than
               25 per cent of the fully-diluted ordinary share capital of the
               Company following exercise of the Subscription Rights .

     9.2.4

     (a)       In the event that the Investor's aggregate holding of Ordinary
               Shares in the Company falls to less than 20 per cent of the
               issued share capital of the Company other than by reason of the
               Investor transferring its Subscription Shares in the Company, the
               Investor shall be entitled, at any time, to subscribe for such
               number of further Ordinary Shares as are necessary (the "Anti-
               Dilution Shares") to restore the Investor's holding of Ordinary
               Shares to 20 per cent of the enlarged issued share capital of the
               Company (taking into account all shares to be issued pursuant to
               this clause 9).

     (b)       The Anti-Dilution Shares shall be subscribed for in the same
               manner as the Additional Shares set out in Clause 9.1 save for
               the Subscription Price which shall be calculated as set out
               below.

     (c)       The subscription price for each of the Anti-Dilution Shares shall
               be an amount equal to either:

               (i)  if the Ordinary Shares are listed on a Stock Exchange, the
                    average of the bid and offer prices of Ordinary Shares on
                    the Business Day immediately prior to dilution of the
                    Investor's holding; or

               (ii) if the Ordinary Shares are not listed on a Stock Exchange, a
                    price equivalent to the value per Ordinary Share calculated
                    by reference to the most recent issuance of Ordinary Shares
                    resulting in dilution of the Investor's holding of Ordinary
                    Shares.

     9.2.5     In case any event shall occur as to which the provisions of this
               Clause 9 hereof are not strictly applicable but the failure to
               make any adjustment would not, in the opinion of the Investor,
               fairly protect the purchase rights represented by the
               Subscription Rights in accordance with the essential intent and
               principles of this Clause 9, then, in each such case, at the
               reasonable request of the Investor, the Company shall appoint (at
               the cost of the Investor, unless an adjustment in favour of the
               Investor is deemed necessary, in which case, at the cost of the
               Company) a firm of independent investment bankers of recognised
               national standing (which shall be completely independent of the
               Company and shall be reasonably satisfactory to the Investor)
               which shall give their opinion on the adjustment, if any, on a
               basis consistent with the essential intent and principles
               established in this Clause 9, necessary to preserve, without
               dilution the Subscription Rights of the Investor. Upon receipt,
               the Company will promptly deliver a copy of the opinion to the
               Investor.

                                       18
<PAGE>

10.    WARRANTIES

10.1   The Warrantors severally warrant to the Investor as at the date hereof
       that, save as Disclosed, each of the statements set out in Schedule 5 is
       true and correct and not misleading.

10.2   The Warrantors undertake that (save only as may be necessary to give
       effect to this Agreement) they shall not, and shall procure (as far as
       they can) that the Company and the Subsidiaries shall take all reasonable
       steps so as not, prior to Final Completion, to do any act or thing or
       omit to do any act or thing the commission or omission of which would
       constitute a breach of any of the Warranties if they were given at Final
       Completion or which would make any of the Warranties untrue or inaccurate
       or misleading if they were so given at Final Completion;

10.3   The Warrantors acknowledge to the Investor as at the date hereof that the
       Warrantors have agreed to give the Warranties in consideration of the
       payment by the Investor of the Consideration.

 10.4  Where the expression "so far as the Warrantors are aware" or an
       expression of similar meaning is used in Schedule 5 it shall mean to the
       best of the knowledge information and belief of the Warrantors having
       made all reasonable enquiry.

10.5   No liability shall attach to the Warrantors in respect of Relevant Claims
       unless the aggregate cumulative amount payable by the Warrantors in
       respect of all such claims exceeds (Pounds)10,000 whereupon the
       Warrantors shall be liable for the whole of such claims and not merely
       for the excess.

10.6   The Company's aggregate liability under this Agreement in respect of all
       Relevant Claims shall be limited to an amount equal to the Consideration.

10.7   The Management Shareholders' aggregate liability under this Agreement in
       respect of all Relevant Claims shall be limited to (Pounds)600,000 and
       shall be several and shall be borne by them in the same proportions as
       their shareholding in the Company bear to one another as at the date of
       this Agreement.

10.8   The limitations in this Clause 10 shall not apply to Relevant Claims
       against a Warrantor which (or delay in discovery of which) are the
       consequence of fraud, wilful default or wilful concealment by that
       Warrantor.

10.9   The Warrantors shall have no liability in respect of any Relevant Claim
       unless the Investor shall have given notice in writing to the Warrantors
       of such Relevant Claim specifying (in reasonable detail) the matter which
       gives rise to the Relevant Claim, the nature of the Relevant Claim and
       the amount claimed in respect thereof (detailing the Investor's
       calculation of the loss thereby alleged to have been suffered by it),
       such notice to be given as soon as is practicable and in any event not
       more than 4 months after the publication of the audited accounts for the
       Financial Year ended 31 March, 2001.

10.10  The Investor shall not be entitled to recover damages or otherwise obtain
       reimbursement or restitution more than once in respect of the same loss.

                                       19
<PAGE>

10.11  No representations or warranties express or implied, statutory or
       otherwise, made by or on behalf of any of the Warrantors to any other of
       the parties in connection with or arising out of the subscription of the
       Subscription Shares and which are not contained in this Agreement shall
       give rise to any liability on the part of the maker or makers of any such
       representations or warranties and the Investor confirms that it has not
       relied on any representations or warranty of any such person which is not
       contained in this Agreement.

10.12  All and any liability of the Warrantors in respect of any Relevant Claim
       under the Warranties notified to it in accordance with Clause 10.10 shall
       (if such Relevant Claim has not previously been satisfied, settled or
       withdrawn) be extinguished on the expiry of six months from the date of
       such notification of the such Relevant Claim unless the Investors shall
       within such period have issued and validly served on at least one of the
       Warrantors proceedings in respect of such Relevant Claim.

10.13  The Warrantors shall not be liable in respect of any Relevant Claim in
       respect of the Warranties to the extent that it arises or is increased as
       a result of any change in law (or change in the interpretation of law) or
       in administrative practice of any government, governmental department,
       agency or regulatory body occurring after the date of Initial Completion
       (whether or not the change purports to be effective retrospectively in
       whole or in part).

10.14  If the Warrantors make any payment by way of damage for breach of the
       Warranties or otherwise make payment in respect of any Relevant Claim
       under the Warranties (a "Damages Payment") and the Investor receives any
       sum (other than from the Warrantors) which payment would not have been
       received but for the circumstance giving rise to the Relevant Claim in
       respect of which the Damages Payment was made, the Investor shall, once
       it has received such sum, forthwith repay (net of taxation or costs of
       recovery, if any applicable thereto) to the Warrantors an amount equal to
       the lesser of (a) the amount or value of such sum or (b) the Damages
       Payment.

10.15  The Warrantors shall not be liable in respect of any Relevant Claim to
       the extent that it relates to a liability which is contingent or not
       capable of being quantified unless and until the liability ceases to be
       contingent or becomes capable of being quantified, as the case may be
       (provided that if one of the Warrantors has been notified of the Relevant
       Claim, to the extent known by the Investor, within the period set out in
       Clause 10.9, the period set out in Clause 10.12 shall be extended to six
       months after the date that the liability ceases to be contingent or
       becomes capable of being quantified as the case may be).

10.16  The Investor shall take and shall procure that all other relevant members
       of the Investor's Group shall take all reasonable steps to mitigate any
       loss or liability which is or might become the subject of a Relevant
       Claim under this Agreement.

10.17  The provisions of this Clause 10 shall apply notwithstanding anything
       else in this Agreement to the contrary.

                                       20
<PAGE>

10.18  In return for the Investor agreeing to issue the Consideration ADRs, the
       Company warrants and represents as of the date hereof and as of Final
       Completion in the terms set out in Schedule 7.

10.19  In return for the Company agreeing to issue the Subscription Shares the
       Investor warrants and represents as follows as of the date hereof and as
       of Final Completion:

       (a)     The Investor is a corporation duly organized, validly existing
               and in good standing under the laws of India and has the
               corporate power and authority to own or lease all of its
               properties and assets and carry on its business as it is now
               being conducted.

       (b)     Save for a resolution being passed by the requisite number of
               Investor shareholders waiving rights of pre-emption over Investor
               common stock in connection with the creation of, inter alia, the
               Consideration ADRs, the Investor has the corporate power and
               authority to execute and deliver this Agreement and all other
               documents hereby contemplated, to consummate the transactions
               hereby and thereby contemplated and to take all other actions
               required to be taken by it pursuant to the provisions hereof and
               thereof. The execution, delivery and performance of this
               Agreement and all other documents hereby contemplated to be
               executed by the Investor has been, and the consummation by the
               Investor of the transactions hereby and thereby contemplated has
               been, duly authorized by any and all necessary corporate action
               of the Investor. This Agreement and all other documents hereby
               contemplated to be executed by the Investor constitute the legal,
               valid and binding obligations of the Investor, enforceable
               against the Investor in accordance with their respective terms.

       (c)     No Violation of Other Instruments or Obligations. Neither the
               execution and delivery of this Agreement or any other documents
               hereby contemplated nor the consummation of the transactions
               hereby and thereby contemplated shall (i) constitute any
               violation or breach of the Certificate of Incorporation or By-
               laws of the Investor, (ii) constitute a default under or a
               violation or breach of, or result in acceleration of any
               obligation under, any provision of any contract, lease, mortgage
               or other instrument to which it is a party, or (iii) violate any
               judgment, order, writ, injunction, decree, statute, rule or
               regulation affecting the Investor or any of its assets.

       (d)     The Consideration ADRs to be issued pursuant to the provisions of
               this Agreement will, upon such issuance, be duly authorised,
               legally and validly issued and fully paid.

       (e)     Save for any such fees payable to DSP Merrill Lynch and to KPMG,
               the Investor has not incurred any liability for finder's or
               brokerage fees or agent's commissions in connection with this
               Agreement or the transactions hereby contemplated.

       (f)     The offer and purchase of the Subscription Shares has at all
               times been conducted as an "offshore transaction", as defined in
               Regulation S of the Securities Act of 1933 ("Regulation S").

                                       21
<PAGE>

       (g)     Investor is not a "U.S. person" within the meaning of Regulation
               S.

       (h)     Investor understands and acknowledges that no resale or
               distribution of the Subscription Shares in the United States may
               be made without compliance with applicable United States
               securities laws.

11.    PROTECTION OF GOODWILL

11.1   Each of the Senior Managers hereby covenants with the Investor that
       during the period commencing the date of this Agreement and ending on the
       Relevant Date (as defined in Clause 11.2 below) he will not either on his
       own account or in conjunction with or on behalf of any person or persons
       whether directly or indirectly:

       11.1.1  whether as principal, agent, shareholder, consultant, partner,
               employee, member, or in any other capacity whatsoever,
               participate in, engage in, or be in any manner associated with
               any internet based cricket business that competes with the
               Company or its Subsidiaries or any other business which competes
               with the Business;

       11.1.2  solicit or entice away or endeavour to solicit or entice away
               from the Company or its subsidiaries any officer, manager,
               servant or other employee who was at Initial Completion engaged
               in the Business whether or not such person would commit a breach
               of his contract of employment by reason of leaving service.

11.2   For the purpose of Clause 11.1 above the term "Relevant Date" shall mean
       the earlier of:

       (a)     the date 18 months following termination of the Shareholders
               Agreement by all parties thereto;

       (b)     the date 18 months following the relevant Senior Manager ceasing
               to be a member of the Company; and

       (c)     the date 18 months following the relevant Senior Manager ceasing
               to be employed by the Company.

11.3   Notwithstanding the provisions of Clause 11.1, the Investor agrees and
       acknowledges that each of the Senior Managers may continue to participate
       in the activities of the companies, organizations, societies and
       associations identified in the Disclosure Letter and that they may
       participate in any other similar activities with the prior consent of the
       Investor (not to be unreasonably withheld).

11.4   Each of the Senior Management acknowledges and agrees that because of the
       world wide access of the internet and world wide web, that the provisions
       of Clause 9.1 are reasonable with respect to the scope of restriction,
       duration and the geographic scope and are reasonably necessary to protect
       the value of the goodwill and assets of the Business.

11.5   Whilst the covenants in Clause 9.1 are considered by the parties to be
       reasonable in all the circumstances, if any one or more should for any
       reason be held to be invalid but would have been held to be valid if part
       of the wording thereof was deleted or the

                                       22
<PAGE>

       period thereof reduced or the range of activities or area covered thereby
       reduced in scope, the said covenants shall apply with the minimum
       modifications necessary to make them valid and effective.

12.    ANNOUNCEMENTS

12.1   Restrictions on announcements

       No press conference, announcement or other communication concerning
       Confidential Information or the transactions referred to in this
       Agreement, or in connection with the Group or otherwise relating to the
       financial condition or trading or financial prospects of the Group, shall
       be made or despatched by the Warrantors or the Investor or their
       respective agents, employees or advisers to any third party without the
       prior written consent of the party to which the Confidential Information
       relates save as may be required by any:

       12.1.1  law;

       12.1.2  existing contractual arrangements; or

       12.1.3  applicable Governmental Authority or regulatory authority to
               which the Warrantors are subject where such requirement has the
               force of law,

       provided such communication shall be made only after consultation with
       the Investor or Warrantors as appropriate.

12.2   Time limit

       The restrictions contained in this Clause 12 shall continue to apply
       after Final Completion without limit in time.

12.3   Legal and regulatory requirements

       The Investor and each of the Warrantors undertake to provide all such
       information known to him or it or which on reasonable enquiry ought to be
       known to him or as may reasonably be required by the Warrantors or the
       Investor in relation to the Group or any member of it for the purpose of
       complying with the requirements of law or of any Governmental Authority
       to which any of the parties is subject where such requirement has the
       force of law.

13.    FURTHER ASSURANCE

       The parties shall, from time to time on being required to do so by the
       other parties, now or at any time in the future, do or procure the doing
       of all such acts and/or execute or procure the execution of all such
       documents in a form satisfactory to the parties as they may reasonably
       consider necessary for giving full effect to this Agreement and securing
       to the parties the full benefit of the rights, powers and remedies
       conferred upon the parties in this Agreement at the cost and expense of
       the party required to perform the act in question.

                                       23
<PAGE>

14.    ASSIGNMENT

14.1   Limited assignment

       No party may assign the benefit of this Agreement whether absolutely or
       by way of security except (in the case of the Investor only) by way of an
       absolute assignment to an Affiliate of the Investor save that a party may
       assign such benefit absolutely or by way of security to a person (other
       than to an Affiliate of the Investor as aforesaid) with the prior consent
       in writing of the other parties, such consent not to be unreasonably
       withheld or delayed and any purported assignment in contravention of this
       clause shall be ineffective.

14.2   Successors in title

       Subject to Clause 14.1, this Agreement shall be binding upon and enure
       for the benefit of the personal representatives and assigns and
       successors in title of each of the parties and references to the parties
       shall be construed accordingly.

15.    ENTIRE AGREEMENT: REMEDIES

15.1   Entire agreement

       This Agreement together with any documents referred to herein constitutes
       the whole and only agreement between the parties relating to the subject
       matter hereof and supersedes and extinguishes any prior drafts, previous
       agreements, undertakings, representations, warranties and arrangements of
       any nature whatsoever, whether or not in writing between the parties, in
       connection with the subject matter hereof.

15.2   Remedies

       The rights of the Investor and the Warrantors under this Agreement are
       independent, cumulative and without prejudice to all other rights
       available to them respectively whether as a matter of common law,
       statute, custom or otherwise.

15.3   Non-exclusion of fraud

       Nothing in this Agreement or in any other document referred to herein
       shall be read or construed as excluding any liability or remedy as a
       result of fraud.

16.    WAIVER, VARIATION AND RELEASE

16.1   No waiver by omission, delay or partial exercise

       No omission to exercise or delay in exercising on the part of any party
       to this Agreement any right, power or remedy provided by law or under
       this Agreement shall constitute a waiver of such right, power or remedy
       or any other right, power or remedy or impair such right, power or
       remedy. No single or partial exercise of any such right, power or remedy
       shall preclude or impair any other or further exercise thereof or the
       exercise of any other right, power or remedy provided by law or under
       this Agreement.

                                       24
<PAGE>

16.2   Specific waivers to be in writing

       Any waiver of any right, power or remedy under this Agreement must be in
       writing and may be given subject to any conditions thought fit by the
       grantor. Unless otherwise expressly stated, any waiver shall be effective
       only in the instance and only for the purpose for which it is given.

16.3   Variations to be in writing

       No variation to this Agreement shall be of any effect unless it is agreed
       in writing and signed by or on behalf of each party to this Agreement.

17.    COSTS AND EXPENSES

17.1   Payment of costs

       Save as otherwise stated in this Agreement, each party shall pay its own
       costs and expenses in relation to the negotiation, preparation, execution
       and carrying into effect of this Agreement and other agreements forming
       part of the transaction.

18.    NOTICES

18.1   Form of notices

       Any communication to be given by the Investor, the Company or the Senior
       Management in connection with the matters contemplated by this Agreement
       shall except where expressly provided otherwise be in writing and shall
       either be delivered by hand, by courier or facsimile transmission.
       Delivery by courier shall be regarded as delivery by hand.

18.2   Address and facsimile

       Such communication shall be sent to the address of the relevant party
       referred to in this Agreement or the facsimile number set out below or to
       such other address or facsimile number as may previously have been
       communicated to the other party in accordance with this clause. Each
       communication shall be marked for the attention of the relevant person.

       Senior Management - facsimile number             01249 700725

       For the attention of:                            Simon King

       Company - facsimile number                       01249 700725

       For the attention of:                            Simon King

       Investor - facsimile number                      +91 44 432 6295

       For the attention of:                            T R Santhanankrishnan

                                       25
<PAGE>

18.3   Deemed time of service

       A communication shall be deemed to have been served:

       18.3.1  if delivered by hand at the address referred to in Clause 18.2,
               at the time of delivery; and

       18.3.2  if sent by facsimile to the number referred to in Clause 18.2, at
               the time of completion of transmission by the sender.

       If a communication would otherwise be deemed to have been delivered
       outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business
       Day) in the time zone of the territory of the recipient under the
       preceding provisions of this clause, it shall be deemed to have been
       delivered at the next opening of such business hours in the territory of
       the recipient.

18.4   Proof of service

       In proving service of the communication, it shall be sufficient to show
       that delivery by hand was made or that the facsimile was despatched and a
       successful confirmatory transmission report received.

18.5   Change of details

       A party may notify the other parties to this Agreement of a change to its
       name, relevant person, address or facsimile number for the purposes of
       Clause 18.1 provided that such notification shall only be effective on:

       18.5.1  the date specified in the notification as the date on which the
               change is to take place; or

       18.5.2  if no date is specified or the date specified is less than five
               clear Business Days after the date on which notice is deemed to
               have been served, the date falling five clear Business Days after
               notice of any such change is deemed to have been given.

18.6   Non-applicability to Proceedings

       For the avoidance of doubt, the parties agree that the provisions of this
       Clause 18 shall not apply in relation to the service of any writ,
       summons, order, judgment or other document relating to or in connection
       with any Proceedings.

19.    COUNTERPARTS

19.1   Execution in counterparts

       This Agreement may be executed in any number of counterparts and by the
       parties on different counterparts, but shall not be effective until each
       party has executed at least one counterpart.

                                       26
<PAGE>

19.2   One agreement

       The counterparts shall together constitute one agreement.

20.    LANGUAGE

20.1   English language to prevail

       This Agreement is drawn up in the English language. If this Agreement is
       translated into any language other than English, the English language
       text shall prevail.

20.2   All notices in English

       Each notice, instrument, certificate or other communication to be given
       by one party to another hereunder or in connection with this Agreement
       shall be in the English language (being the language of negotiation of
       this Agreement) and in the event that such notice, instrument,
       certificate or other communication or this Agreement is translated into
       any other language, the English language text shall prevail.

21.    INVALIDITY

       Each of the provisions of this Agreement is severable. If any such
       provision is or becomes illegal, invalid or unenforceable in any respect
       under the law of any jurisdiction, the legality, validity or
       enforceability in that jurisdiction of the remaining provisions of this
       Agreement shall not in any way be affected or impaired thereby.

22.    AGREEMENT TO CONTINUE IN FULL FORCE AND EFFECT

       This Agreement together with the Shareholders Agreement shall, to the
       extent that it remains to be performed, continue in full force and effect
       notwithstanding Completion.

23.    CONFIDENTIALITY

23.1   Prohibition on disclosure

       Each of the parties to this Agreement hereby undertakes that it shall
       both during and after the term of this Agreement preserve the
       confidentiality of, and not directly or indirectly reveal, report,
       publish, disclose or transfer or use for its own or any other purposes
       Confidential Information except:

       23.1.1  to the extent otherwise expressly permitted by this Agreement;

       23.1.2  with the prior consent in writing of the party to whose affairs
               such Confidential Information relates; or

       23.1.3  in the circumstances set out in 23.2 ("Permitted Disclosures").

23.2   Permitted Disclosures

       23.2.1  Each party may disclose Confidential Information which would
               otherwise be subject to Clause 23.1, where

                                       27
<PAGE>

       (a)     the Confidential Information, before it is furnished to any other
               party, is in the public domain;

       (b)     the Confidential Information, after it is furnished to any other
               party, enters the public domain otherwise than as a result of (i)
               a breach by any of the parties of its obligations in this Clause
               23 or (ii) a breach by the person who disclosed that Confidential
               Information of a confidentiality obligation and any of the
               parties is aware of such breach;

       (c)     where such disclosure of the Confidential Information is made:

       (d)     in compliance with any requirement of law;

       (e)     in response to a requirement of any applicable Governmental
               Authority or regulatory authority to which the Warrantors are
               subject where such requirement has the force of law; or

       Provided that any such information disclosable pursuant to paragraphs (a)
       or (b) of Clause 23.2.3 shall be disclosed only to the extent required by
       law and only after consultation with the party to whom the Confidential
       Information relates.

23.3   No time limit

       The restrictions contained in this clause shall continue to apply after
       Final Completion without limit in time.

24.    GOVERNING LAW AND JURISDICTION

24.1   English law

       This Agreement shall be governed by and construed in accordance with
       English law.

24.2   Courts of England and Wales

       Each of the parties submits to the exclusive jurisdiction of the courts
       of England to settle any dispute which may arise out of or in connection
       with this Agreement and that accordingly Proceedings may be brought in
       such courts.

25.    THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

25.1   No person who is not a party to this Agreement shall have any right under
       the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
       this Agreement.

AS WITNESS the hands of the parties or their duly authorised representatives on
the date first appearing at the head of this Agreement.

                                       28
<PAGE>

                                  SCHEDULE 1

                            Management Shareholders


Name                     Address                  Shareholdings
                                                  (expressed as a % of the
                                                  Company's Issued Ordinary
                                                  Share Capital immediately
                                                  prior to Final Completion)

Dr. Simon Lawson King    123 Malmesbury Road         15.68203%
                         Chippenham
                         Wiltshire

Badrinarayanan Seshadri  C5 Krishna Terrace           8.98204%
                         162 Lloyds Road
                         Royapettah
                         India

Alexander Balfour        19 Mysore Road               5.50000%
                         London
                         SW11 5RY

Peter Derrick Griffiths  Bluebell House               5.50000%
                         2-4 Mainstreet
                         Scredington
                         Sleaford
                         Linconshire
                         NG34 0AE

                                       29
<PAGE>

                                   SCHEDULE 2

                 Directors of the Company and the Subsidiaries

              Name of Director                     Directorships held
              ----------------                     ------------------

Alexander William Balfour               Cricinfo Limited

Dr. Simon Lawson King                   Cricinfo Limited

                                        Cricinfo New Zealand Limited

Badrinarayanan Seshadri                 Cricinfo Limited

Peter Derrick Griffiths                 (1)   Cricinfo Limited
                                        (2)  PGR Computing Limited
                                        (3)  Limlow Books Limited
                                        (4)  Cricinfo New Zealand Limited

Dr. David Gordon Earl Liverman          Cricinfo Limited

Adrian Motherway                        Cricinfo New Zealand Limited

                                       30
<PAGE>

                                  SCHEDULE 3

                                    Part 1

                                    Leases
<TABLE>
<S>                        <C>                 <C>                      <C>                      <C>
(1)                        (2)                 (3)                      (4)                      (5)
Property                   Date                Term                     Parties                  Current yearly rent
New Zealand

Suite on Level 5           1 May 2000          5 years                  Junior Grand Limited     NZ$21,697.20 plus
(North-East) of The                            If all renewal rights    (the "Landlord") and     Goods and Services Tax
National Bank Building,                        are accepted, the        Cricinfo New Zealand     2.71% of outgoings
165 Hereford Street,                           term will be for an      Limited (the "Tenant")   Two yearly rent
Christchurch,                                  additional 11 years.                              reviews from 1 May
New Zealand.                                                                                     2000

India

Ganesan Office Complex     1 November 1999     3 years with an          Mr D. Mahadevan (the     Rs 596,400 after the
The Northern Side                              option for another 3     "Lessor") and            deduction of taxes at
5/th/ floor,                                   years with 25%           Cricinfo Ltd (the        the appropriate rate
25, Dr. Radhakrishnan                          increase in rent         "Lessee")                prescribed by the
Salai,                                                                                           Income-tax Act
Mylore,
Chennai 600 004, India.

Ganesan Office Complex     1 November 1999     3 years with an          Mr D. Rajaram (the       Rs 596,400 after the
The Southern Side                              option for another 3     "Lessor") and            deduction of taxes at
5/th/ floor,                                   years with 25%           Cricinfo Ltd (the        the appropriate rate
25, Dr. Radhakrishnan                          increase in rent         "Lessee")                prescribed by the
Salai,                                                                                           Income-tax Act
Mylore,
Chennai 600 004, India.
</TABLE>

                                       31
<PAGE>

                                    Part 2

                                   Licences

<TABLE>
<S>                        <C>                 <C>                      <C>                      <C>
(1)                        (2)                 (3)                      (4)                      (5)
Property                   Date                Term                     Parties                  Current yearly rent

United Kingdom

The Garth - South          27 March 2000       1 year and further       Hartham Park Plc (the    (Pounds)25,200 plus
Hartham Park Plc                               automatic extensions     "Operator") and          VAT.
Hartham Park,                                  of 3 months if no        CricInfo (the "User")
Corsham,                                       termination is
Wiltshire SN13 0RP,                            received by the
United Kingdom.                                Operator.

Sri Lanka

Upstair Annexe             20 March 2000       9 months                 Ruwan Wasantha           Rs 360,000 for 9
15, Vidyala Place,                                                      Jayawardena (the         months
Colombo 10,                                                             "Lessor") and Charles
Sri Lanka                                                               Fredrick Austin (the
                                                                        "Lessee")
</TABLE>

                                       32
<PAGE>

                                  SCHEDULE 4

                                    Part 1

                                  The Company

<TABLE>
<CAPTION>
 Name and             Date of              Share capital                    Held by           Beneficially
 number of          incorporation                                                               owned by
  Company                             Authorised       Issued
<S>                 <C>               <C>              <C>                  <C>               <C>
No:03215055          21 June 1996        1000            100                75 - Dr           See Schedule 2
                                                                            Simon King        attached to the
Cricinfo                                                                                      declaration of
Limited                                                                                       trust

                                                                                              Indigo Holdings
                                                                            25 - Indigo       Limited
                                                                            Holdings
                                                                            Limited
</TABLE>


                                    Part 2

                               The Subsidiaries


<TABLE>
<CAPTION>
 Name and            Date of                    Share capital                    Held by           Beneficially
 number of        incorporation                                                                      owned by
 subsidiary                               Authorised         Issued
<S>                <C>                 <C>                 <C>                   <C>               <C>
No:                02 March 2000               1                1                Cricinfo           Cricinfo
AK/1015619                                                                       Limited             Limited

Cricinfo New
 Zealand Limited

Cric Info India
 Private Limited

No:                22 December 1998                            20                10 - K.
18-41623                                                                         Satyanarayan


                                                                                 10 - Badri
                                                                                 Seshadri
</TABLE>

                                       33
<PAGE>

                                  SCHEDULE 5

                                The Warranties

(Note that under Clause 1.10 references herein to the Company shall be deemed to
include a corresponding reference to the Subsidiaries and each of them
severally, as the case may be.)

                                    Part 1

                              General warranties

1.   PRELIMINARY


1.1  Information

     1.1.1  So far as the Warrantors are aware all written information (with the
            exception of the information described in 1.1.2 below) which has
            been given to the Investor or its representatives or professional
            advisers by the Warrantors or by any Director, officer or other
            official of the Company or by their respective professional advisers
            or other agents in the course of the negotiations leading to this
            Agreement was when given and is now true and accurate in all
            material respects and not misleading.

     1.1.2  The Investor agrees and acknowledges that Warranty 1.1.1 shall not
            apply to the Information Memorandum prepared by Bank of America
            dated February 2000.

     1.1.3  So far as the Warrantors are aware there is no fact or matter which
            has not been disclosed which renders any of the information
            disclosed untrue, inaccurate or misleading or the disclosure of
            which might reasonably affect the willingness of a willing purchaser
            to purchase the Subscription Shares on the terms of this Agreement.

1.2  Power to contract

     Each Warrantor has full power to enter into and perform this Agreement and
     the Shareholders Agreement respectively and this Agreement constitutes, and
     the Shareholders Agreement when executed will constitute, binding
     obligations on each Warrantor in accordance with their terms.

2.   THE COMPANY

2.1  The particulars of the Company set out in the recitals, Schedule 2 and
     Schedule 4 are true and complete.

2.2  Memorandum and articles of association

                                       34
<PAGE>

     The copy of the memorandum and articles of association of the Company which
     is comprised in the Disclosure Documents is true and complete in all
     respects and the Company has at all times carried on its business and
     affairs in all material respects in accordance with its memorandum and
     articles of association.

2.3  Statutory returns

     The Company has complied in all material respects with the provisions of
     the Companies Acts and all returns, particulars, resolutions and other
     documents required to be filed with or delivered to the Registrar of
     Companies or to any other authority whatsoever by the Company have been
     correctly and properly prepared in all material respects and so filed or
     delivered.

2.4  Share capital

     2.4.1  There is no Encumbrance or any form of agreement (including
            conversion rights and rights of pre-emption) on, over or affecting
            the Subscription Shares or any unissued shares, debentures or other
            securities of the Company and there is no agreement or commitment to
            give or create any of the foregoing. So far as the Warrantors are
            aware no claim has been made by any person to be entitled to any of
            the foregoing. No person has the right (exercisable now or in the
            future and whether contingent or not) to call for the issue of any
            share or loan capital of the Company under any of the foregoing.

     2.4.2  The Company has not at any time provided any financial assistance
            for the purpose of the acquisition of shares in the Company or any
            holding company of the Company or for the purpose of reducing or
            discharging any liability incurred in such an acquisition whether
            pursuant to sections 155 and 156, CA 85 or otherwise.

2.5  Solvency

     The Company has not stopped payment and is not insolvent nor unable to pay
     its debts according to section 123, Insolvency Act 1986. No order has ever
     been made or petition presented or resolution passed for the winding up of
     the Company and so far as the Warrantors are aware no distress, execution
     or other process has ever been levied on any of its assets. No
     administrative or other receiver has been appointed by any person over the
     business or assets of the Company or any part thereof, nor has any order
     been made or petition presented for the appointment of an administrator in
     respect of the Company.

3.   CONNECTED BUSINESS

3.1  Subsidiaries

     The particulars of the Subsidiaries set out in Schedule 4 are true and
     complete and the shares in the Subsidiaries are held by the Company free
     from all Encumbrances and with all rights now or hereafter attaching
     thereto.

                                       35
<PAGE>

3.2  Connected transactions

     The Company:

     3.2.1  is not and has not agreed to become the holder or other owner of any
            class of any shares, debentures or other securities of any other
            body corporate (whether incorporated in the United Kingdom or
            elsewhere) other than the Subsidiaries;

     3.2.2  has not agreed to become a subsidiary of any other body corporate or
            under the control of any group of bodies corporate or consortium;

     3.2.3  is not and has not agreed to become a member of any partnership,
            joint venture, consortium or other unincorporated association other
            than a recognised trade association or agreement or arrangement for
            sharing commissions or other income;

     3.2.4  has no branch, place of business or substantial assets outside
            England and Wales or any permanent establishment (as that expression
            is defined in any relevant Order in Council made pursuant to section
            788, ICTA 1988) in any country outside the United Kingdom; and

     3.2.5  save as otherwise disclosed pursuant to paragraphs 3.2.1 to 3.2.4,
            does not have any interest, legal or beneficial, in any shares or
            other capital or securities or otherwise howsoever in any other
            firm, company, association, venture or legal person or entity.

4.   ACCOUNTS

4.1  General

     The Accounts have been disclosed.  The Accounts have been prepared in
     accordance with good accounting practice for the preparation of management
     accounts and the Warrantors do not consider them to be misleading.  To the
     best of the Warrantors knowledge no material liability or contingent
     liability has been omitted.

4.2  BOOKS OF ACCOUNT

     All accounts, books, ledgers and financial records of the Company
     (including all invoices and other records required for VAT purposes):

     4.2.1  have been fully and properly maintained, are in the possession of
            the Company and contain true and accurate records of all matters
            including those required to be entered in them by the Companies Acts
            and no notice or allegation that any of the same is incorrect or
            should be rectified has been received;

     4.2.2  do not, so far as the Warrantors are aware, contain or reflect any
            material inaccuracies or discrepancies;

     4.2.3  give and reflect, so far as the Warrantors are aware, a true and
            fair view of the matters which ought to appear in them and in
            particular of the financial,

                                       36
<PAGE>

            contractual and trading position of the Company and of its fixed and
            current assets and liabilities (actual and contingent) and debtors
            and creditors.

5.   POST-BALANCE SHEET DATE EVENTS

5.1  Since the Balance Sheet Date, the Company:

     5.1.1  has carried on its business in the ordinary and usual course and
            without entering into any transaction, assuming any liability or
            making any payment not provided for in the Accounts which is not in
            the ordinary course of business and without any material
            interruption or material alteration in the nature, scope or manner
            of its business and so far as the Warrantors are aware nothing has
            been done which would be likely to prejudice the interests of the
            Investor as a prospective purchaser of the Subscription Shares;

     5.1.2  has not experienced any material deterioration in its financial
            position, turnover or, so far as the Warrantors are aware, its
            prospects.

6.   TRANSACTIONS WITH DIRECTORS OR SHAREHOLDERS OR CONNECTED PERSONS

6.1  Arrangements with Connected Persons and Shareholders

     6.1.1  So far as the Warrantors are aware, there is not outstanding, and
            there has not at any time during the last three years been
            outstanding, any legally enforceable agreement, arrangement or
            understanding to which the Company is a party and in which a
            Director or former director of the Company or any Connected Person
            is or has been a party.

     6.1.2  No sum is owed by the Company to Indigo whether or not now due and
            payable.

     6.1.3  No sum is owed by Indigo to the Company whether or not now due and
            payable.

6.2  Competitive interests

     6.2.1  So far as the Warrantors are aware no Director, former director of
            the Company nor any Connected Person, either individually,
            collectively or with any other person or persons, has any estate,
            right or interest in any business other than that now carried on by
            the Company which is or is likely to be or become competitive with
            any aspect of the Business of the Company save as registered holder
            or other owner of any class of securities of any company if such
            class of securities is listed on any recognised investment exchange
            (as defined in the Financial Services Act 1986) and if such person
            (together with Connected Persons and Affiliates) holds or is
            otherwise interested in less than 5 % of such class of securities.

                                       37
<PAGE>

7.   FINANCE

7.1  Borrowings

     7.1.1  Particulars of all money borrowed by the Company have been
            Disclosed. The total amount borrowed by the Company from each of its
            bankers does not exceed the overdraft facility agreed with such
            banker. The Company has no outstanding loan capital.

7.2  Debts owed to the Company

     7.2.1  So far as the Warrantors are aware, all debts owed to the Company
            are collectable in the ordinary course of business.

7.3  Grants

     7.3.1  No grant has ever been made to the Company.

7.4  Options and guarantees

     7.4.1  The Company is not responsible for the indebtedness of any other
            person nor party to any option or pre-emption right or any
            guarantee, suretyship or any other obligation (whatever called) to
            pay, purchase or provide funds (whether by the advance of money, the
            purchase of or subscription for Subscription Shares or other
            securities or the purchase of assets or services or otherwise) for
            the payment of, or as an indemnity against the consequence of
            default in the payment of, any indebtedness of any other person.

     7.4.2  So far as the Warrantors are aware no person other than the Company
            or a Subsidiary has given any guarantee of or security for any
            overdraft, loan or loan facility granted to the Company or any
            Subsidiary.

8.   THE PROPERTIES

8.1  The Properties comprise all the land and premises owned, controlled, used
     or occupied by the Company and all the rights or interests vested in the
     Company relating to any land and premises at the date hereof and the
     particulars set out in Schedule 3 are true and accurate and not misleading.

8.2  Those of the Properties which are occupied or otherwise used by the Company
     in connection with their business have been disclosed are occupied or used
     by right of ownership or under lease or licence, the terms of which permit
     such occupation of use.

8.3  The Company has not:

     (a)    surrendered any lease, licence or tenancy to the landlord without
            first satisfying itself that the landlord has good title to accept
            such surrender and without receiving from the landlord and absolute
            release from all liability arising under such lease, licence or
            tenancy;

                                       38
<PAGE>

     (b)    assigned, or otherwise disposed of, any lease, licence or tenancy
            without receiving a full and effective indemnity from the assignee
            or transferee in respect of its liability under such lease, licence
            or tenancy;

     (c)    been a guarantor of a tenant's liability under any lease, licence or
            tenancy; or

     (d)    assigned or otherwise disposed of any leasehold property in such a
            way that it retains any other residual liability in respect thereof.

9.   INSURANCE

9.1  Insurance arrangements

     Particulars of all policies of insurance of the Company now in force have
     been Disclosed and such particulars are true and correct and all premiums
     due on such policies have been duly paid and, so far as the Warrantors are
     aware, all such policies are valid and in force.

10.  LITIGATION

10.1 Litigation and arbitration proceedings

     10.1.1  The Company is not now engaged in any litigation, arbitration or
             criminal proceedings and so far as the Warrantors are aware there
             are no lawsuits or arbitration or criminal proceedings pending or
             threatened by or against the Company or any person for whose acts
             or defaults the Company may be vicariously liable.

     10.1.2  The Company has not, in the last 3 years preceding the date of this
             Agreement, been involved in any litigation, arbitration, criminal
             proceedings or material dispute with which materially adversely
             affects/alters the Business and/or its ability to carry on its
             Business in the same manner and to the same extent as it has
             previously been carried on.

     10.1.3  So far as the Warrantors are aware, there is no matter or fact in
             existence which might give rise to any legal proceedings or
             arbitration involving the Company including any which might form
             the basis of any criminal prosecution against the Company.

10.2 Injunctions, etc.

     No injunction or order for specific performance has been granted against
     the Company.

10.3 Orders and judgments

     The Company is not subject to any order or judgment given by any court or
     governmental agency which is still in force and has not given any
     undertaking to any court or to any third party arising out of any legal
     proceedings.

                                       39
<PAGE>

11.  LICENCES

11.1 General

     So far as the Warrantors are aware, the Company has all necessary licences
     (including statutory licences), permits, consents and authorities (public
     and private) for the proper and effective carrying on of the Business and
     in the manner in which the Business is now carried on and all such
     licences, permits, consents and authorities are valid and subsisting.

12.  TRADING

12.1 Consequence of acquisition of Subscription Shares by Investor

     The acquisition of the Subscription Shares by the Investor or compliance
     with the terms of this Agreement will not, so far as the Warrantors are
     aware:

     12.1.1  cause the Company to lose the benefit of any right or privilege it
             presently enjoys or cause any person who normally does business
             with the Company not to continue to do so on the same basis as
             previously;

     12.1.2  relieve any person of any contractual obligation to the Company or
             legally entitle any person to determine any such obligation or any
             legal right or benefit enjoyed by the Company or to exercise any
             right whether under an agreement with or otherwise in respect of
             the Company;

     12.1.3  result in the breach of or constitute a default under any of the
             terms, conditions or provisions of any agreement or instrument to
             which the Company is now a party or any loan to or mortgage created
             by the Company or of its memorandum or articles of association;

     12.1.4  result in any present or future indebtedness of the Company
             becoming due and payable or capable of being declared due and
             payable prior to its stated maturity;

     12.1.5  cause any director or officer of the Company to leave employment;
             or

     12.1.6  conflict with, violate or result in a breach of any law,
             regulation, order, decree or writ applicable to the Company, or
             entitle any person to receive from the Company any finder's fee,
             brokerage or other commission.

12.2 Restrictions on trading

     The Company is not and has not been a party to any agreement, arrangement,
     understanding or practice restricting the freedom of the Company to provide
     and take goods and services by such means and from and to such persons and
     into or from such place as it may from time to time think fit.

12.3 Possession of records

                                       40
<PAGE>

     12.3.1  So far as the Warrantors are aware, all title deeds and agreements
             to which the Company is a party and all other documents owned by,
             or which ought to be in the possession or control of or held
             unconditionally to the order of, the Company are in the possession
             of the Company.

     12.3.2  the Company does not have any of its records, systems, controls,
             data or information (save for that/those which is published or
             otherwise made available to third parties or placed under the
             control of third parties in the ordinary course of the Company's
             business) recorded, stored, maintained, operated or otherwise
             wholly or partly dependent on or held by any means (including any
             electronic, mechanical or photographic process whether computerised
             or not) which (including all means of access thereto and therefrom)
             are not under the exclusive ownership and direct control of the
             Company.

12.4 Business names

     The Company does not use on its letterhead, books or vehicles or otherwise
     carry on the Business under any name other than its corporate name.

12.5 Sensitive payments

     So far as the Warrantors are aware, no officer or employee of the Company
     has made or received any Sensitive Payment in connection with any contract
     or otherwise. For the purposes of this clause the expression "Sensitive
     Payments" (whether or not illegal) shall include (i) commercial bribes,
     bribes or kickbacks paid to any person, firm or company including central
     or local government officials or employees or (ii) amounts received with an
     understanding that rebates or refunds will be made in contravention of the
     laws of any jurisdiction either directly or through a third party or (iii)
     political contributions or (iv) payments or commitments (whether made in
     the form of commissions, payments or fees for goods received or otherwise)
     made with the understanding or under circumstances that would indicate that
     all or part thereof is to be paid by the recipient to central or local
     government officials or as a commercial bribe influence payment or
     kickback.

13.  CONTRACTS

13.1 Material contracts

     All material Contracts to which the Company is a party and in respect of
     which any obligation remains to be performed or which may result in any
     liability to the Company have been Disclosed.

13.2 Contracts not in writing

     The Disclosure Letter contains a summary of the principal terms (including
     details of the parties, the revenue or cost implications) of all material
     Contracts to which the Company is a party and which are not wholly in
     writing.

13.3 Performance of Contracts

                                       41
<PAGE>

     13.3.1  The terms of all material and subsisting Contracts of the Company
             have been complied with by the Company and by the other parties to
             such Contracts in all material respects and, so far as the
             Warrantors are aware, there are no circumstances likely to give
             rise to a default by the Company or by the other parties under any
             such material Contract.

     13.3.2  There are no outstanding claims, separately or in the aggregate, of
             material amounts, against the Company on the part of customers or
             other parties in respect of defects in quality or delays in
             delivery or completion of contracts or deficiencies of design or
             performance or otherwise relating to liability for goods or
             services sold or supplied by the Company and notice has not been
             received by the Company that such claims are threatened and so far
             as the Warrantors are aware there is no matter or fact in existence
             in relation to goods or services currently sold or supplied by the
             Company which might give rise to the same.

     13.3.3  The Warrantors have no knowledge of the invalidity of or grounds
             for rescission, avoidance or repudiation of any agreement or other
             transaction to which the Company is a party and has received no
             notice of any intention to terminate, repudiate or disclaim any
             such agreement or other transaction.

13.4 Agency and distribution agreements

     Other than as Disclosed, the Company is not a party to any subsisting
     agency or distributorship agreement.

13.5 Cricket Contracts

     The Disclosure Documents include true and accurate copies of all Contracts
     which the Company has with the Cricket Boards.

14.  EMPLOYEES

14.1 Service contracts

     There is no contract of service in force between the Company and any of its
     Directors, officers or employees which is not terminable by the Company
     without compensation (other than any compensation payable under Parts X and
     Xl, ERA) on three month's notice given at any time or otherwise in
     accordance with section 86, ERA. There are no consultancy agreements in
     existence between the Company and any other person, firm or company, and
     there are no agreements or other arrangements (binding or otherwise)
     between the Company or any employers' or trade association of which the
     Company is a member and any Trade Union. There are no outstanding pay
     negotiations with any employees or Trade Unions.

14.2 Benefits

     So far as the Warrantors are aware, there are no amounts owing to present
     or former directors, officers or employees of the Company other than not
     more than one month's arrears of remuneration accrued or due or for
     reimbursement of business expenses

                                       42
<PAGE>

     incurred within a period of three months preceding the date of this
     Agreement and no moneys or benefits other than in respect of remuneration
     or emoluments of employment are payable to or for the benefit of any
     present or former director, officer or employee of the Company, nor any
     dependant of any present or former director, officer or employee of the
     Company.

14.3 Relevant legislation

     14.3.1  So far as the Warrantors are aware the Company has in relation to
             each of its employees (and so far as relevant to each of its former
             employees) complied with:

     (a)     all obligations imposed on it by all relevant statutes, regulations
             and codes of conduct and practice affecting its employment of any
             persons and all relevant orders and awards made thereunder and has
             maintained current, adequate and suitable records regarding the
             service, terms and conditions of employment of each of its
             employees; and

     (b)     all collective agreements, recognition agreements and customs and
             practices for the time being affecting its employees or their
             conditions of service.

14.4 Termination of employment

     No present director, officer or senior or technical manager is currently
     serving out notice terminating his employment, whether given or received by
     the Company and Completion of this Agreement will not entitle any employee
     to terminate his employment or trigger any entitlement to a severance
     payment or liquidated damages.

14.5 Share and other schemes

     The Company does not have in existence nor is it proposing to introduce,
     and none of its directors, officers or employees participate in any
     employee share trust, share incentive scheme, share option scheme or profit
     sharing scheme for the benefit of all or any of its present or former
     directors, officers or employees or the dependants of any of such persons
     or any scheme whereunder any present or former director, officer or
     employee of the Company is entitled to a commission or remuneration of any
     other sort calculated by reference to the whole or part of the turnover,
     profits or sales of the Company or any other person, firm or company
     including any profit-related pay scheme established under Chapter Ill, Part
     V, ICTA 1988.

14.6 Transfer of undertakings

     The Company has not been a party to any relevant transfer as defined in
     TUPE nor has the Company failed to comply with any duty to inform and
     consult any Trade Union under the said regulations within the period of one
     year preceding the date of this Agreement.

14.7 Agreements with Trade Unions

                                       43
<PAGE>

     The Company is not a party to any agreement or arrangement with or
     commitment to any trade unions or staff association nor are any of the
     employees members of any trades union or staff association.

15.  PENSION SCHEMES

     The Company does not operate, and has never operated, any Pension Schemes
     and is under any no legal or moral liability or obligation to pay bonuses,
     gratuities, superannuation, allowances or the like to any of the employees
     or their dependants or persons formerly employed or engaged by the Company
     or their dependants nor is it a party to any arrangements or promise to
     make or in the habit of making ex gratia or voluntary payments by way of
     bonus, gratuity, superannuation, allowance or the like to any such persons
     and there are no schemes or arrangements (whether legally enforceable or
     not) for payment of retirement, pension, disability, life assurance, death
     benefit or sickness or accident benefit or similar schemes or arrangements
     in operation or contemplated in respect of any of the employees or their
     dependants or persons formerly employed or engaged by the Company or their
     dependants.

16.  INTELLECTUAL PROPERTY

16.1 Details of all the Registered Intellectual Property are set out in Schedule
     8 which is complete and accurate in all material respects. All Registered
     Intellectual Property is used, enjoyed and exploited exclusively in
     connection with the Business.

16.2 The Company is the sole legal and beneficial owner of all Registered
     Intellectual Property and save as provided in the IP Licences, and all
     material Unregistered Intellectual Property free from all claims, liens,
     charges, equities, encumbrances, licences and adverse rights of any
     description.

16.3 Save as provided in the IP Licences, all internet domain names used in
     connection with the Business have been Disclosed and are registered in the
     name of the Company.

16.4 So far as the Warrantors are aware, none of the Relevant IP is subject to
     any challenge or attack by a third party or Competent Authority. All
     renewal and registration fees relating to the Registered Intellectual
     Property, all internet domain names which are registered in the name of the
     Company and so far as the Warrantors are aware, all other internet domain
     names used in connection with the Business which have fallen due prior to
     the date of this Agreement have been paid.

16.5 Accurate particulars in all material respects are set out in Part 3 of
     Schedule 8 of all written IP Licences insofar as the Warrantors are aware
     of such IP Licences are valid and enforceable.

16.6 Accurate summaries of the principal terms of all material IP Licences which
     are not (all or in part) in writing are set out in Part 3 of Schedule 8 and
     so far as the Warrantors are aware, all such IP Licences are valid and
     enforceable.

16.7 Neither the Company nor so far as the Warrantors are aware has any other
     party received notice that it is in breach of any Licences and so far as
     the Warrantors are

                                       44
<PAGE>

       aware all such agreements are in full force and effect and will not
       terminate or be capable of termination by reason of the execution and
       performance of this Agreement.

16.8   So far as the Warrantors are aware none of the activities involved in the
       conduct of the Company materially infringe or have infringed any
       Intellectual Property belonging to any third party or constitute or have
       constituted material breach of confidence, passing off or actionable
       unfair competition in any jurisdiction. No such activities give or have
       given rise to any obligation to pay any royalty, fee, compensation or any
       other sum whatsoever which is or was material to the Business.

16.9   The Company is not, and has not within the six years preceding the date
       of this Agreement, been party to or had notice of any legal proceedings
       relating to any Intellectual Property and the Warrantors are not aware of
       any material infringement of the Relevant IP or any material breach of
       confidence, passing off or actionable unfair competition in any
       jurisdiction in relation to the Company.

16.10  So far as the Warrantors are aware and save as provided in the IP
       licences none of the Know-How is known or accessible to any person except
       the Company and the subsidiaries, other than persons who have given the
       Company written confidentiality undertakings in respect thereof.

16.11  There are no outstanding or threatened claims against the Company (of
       which the Company has notice) under any contract or under section 40 of
       the Patents Act 1977 for employee compensation in respect of any Relevant
       IP.

17.    INFORMATION TECHNOLOGY AND TELECOMMUNICATIONS

17.1   Identification and ownership

       17.1.1  Schedule 9 contains brief particulars of all material IT Systems
               which support the provision of service by the Company to Users.

       17.1.2  Save as set out in Schedule 9, all material IT Systems and data
               are owned by the Company or the Company has the right to use such
               material IT Systems and data, and are not wholly or partly
               dependent on any facilities or services not under the exclusive
               ownership and control of the Company.

17.2   Computer Operation and Maintenance

       17.2.1  The webserving machines currently owned or operated by the
               Company are sufficient to cope with 12,000,000 page views per day
               and, subject to matters beyond the reasonable control of the
               Company, are sufficient to cope with current User demands and
               expected User demands in the period ending four months from the
               date hereof.

       17.2.2  The Company has formulated strategic plans to upgrade its IT
               Systems which is intended to ensure that the reasonably
               foreseeable future demands of Users are met.

                                       45
<PAGE>

       17.2.3  So far as the Warrantors are aware, all material IT Systems are
               in good working order, function in accordance with all applicable
               specifications, and have been and are being properly and
               regularly maintained and replaced.

       17.2.4  The Company has full and unrestricted access to and use of its
               material IT Systems, and no third party agreements or consents
               are required to enable the Company to continue such access and
               use following Completion.

       17.2.5  The Company has taken reasonable measures to prevent infection of
               the IT Systems owned and controlled by the Company by any virus
               or other extraneously-induced malfunction.

       17.2.6  The Company has completed the installation of a central backup
               facility which ensures that all data processed using the IT
               Systems is regularly archived in tape form.

       17.2.7  The Company has taken all reasonable steps necessary to ensure
               that its business can continue to operate in the event of a
               failure of the IT Systems (whether due to natural disaster, power
               failure or otherwise).

       17.2.8  The Cric Info website had 591 million page views in 1999. Since
               the end of 1999 there has not been a material reduction in the
               number of page views for the Cricinfo website.

18.    LEGISLATION

       The Company has not received notice of and is not aware of any allegation
       of breach of the requirements of any legislation which is applicable to
       it.

                                       46
<PAGE>

                                    Part 2

                              Taxation warranties

19.   TAXATION

19.1  General

      19.1.1   Notices and returns

      All notices, returns, computations and registrations of the Company for
      the purposes of Taxation have been made punctually on a proper basis and
      are correct in all material respects and none of them is the subject of
      any dispute with any Taxation Authority.

      19.1.2   All information supplied by the Company for the purposes of
               Taxation was when supplied and remains complete and accurate in
               all material respects.

      19.1.3   Payment of Tax due

      All Taxation which the Company is liable to pay prior to Completion has
      been or will be so paid prior to Completion.

      19.1.4   Penalties or interest on Tax

      The Company has not within the period of six years ending on the date of
      this Agreement paid or become liable to pay any penalty, fine, surcharge
      or interest charged by virtue of the provisions of the TMA or any other
      Taxation Statute.

      19.1.5   Compliance with PAYE, national insurance contribution and Tax
               collection obligations

      (a)      in all material respects all income tax deductible and payable
               under the PAYE system and/or any other Taxation Statute has, so
               far as is required to be deducted, been deducted from all
               payments made or treated as made by the Company and all amounts
               due to be paid to the Inland Revenue prior to the date of this
               Agreement have been so paid, including all Tax chargeable on
               benefits provided for directors, employees or former employees of
               the Company or any persons required to be treated as such.

      (b)      All deductions and payments required to be made under any
               Taxation Statute in respect of national insurance and social
               security contributions (including employer's contributions) have
               been so made in all material respects.

      (c)      All payments by the Company to any person which ought to have
               been made under deduction of Tax have been so made and the
               Company (if required by law to do so) has accounted to the Inland
               Revenue for the Tax so deducted.

      (d)      Proper records have been maintained in respect of all such
               deductions and payments and all applicable regulations have been
               complied with.

                                       47
<PAGE>

      (e)      The Disclosure Documents contain details so far as they affect
               the Company of all current dispensations agreed with the Inland
               Revenue in relation to PAYE and all notifications given by the
               Inland Revenue under section 166, ICTA 1988.

      19.1.6   Investigations

      The Company has not been subject to any visit, audit, investigation,
      discovery or access order by any Taxation Authority and there are no
      circumstances existing which make it likely that a visit, audit,
      investigation, discovery or access order will be made.

      19.1.7   Residence

      The Company is and always has been resident for Taxation purposes only in
      the jurisdiction in which it is incorporated.

      19.1.8   Tax provision

      Full provision or reserve has been made in the Accounts for all Taxation
      assessed or liable to be assessed on the Company or for which it is
      accountable in respect of income, profits or gains earned, accrued or
      received or deemed to be earned, accrued or received on or before the
      Balance Sheet Date, including distributions made down to such date or
      provided for in the Accounts and proper provision has been made in the
      Accounts for deferred Taxation in accordance with generally accepted
      accounting principles.

      19.1.9   Concessions and arrangements

      The amount of Taxation chargeable on the Company during any accounting
      period ending on or within the six years before the Balance Sheet Date has
      not depended on any concessions, agreements or other formal or informal
      arrangements with any Taxation Authority.

      19.1.10  Anti-avoidance provisions

      The Company has not entered into or been a party to any scheme or
      arrangement of which the main purpose, or one of the main purposes, was
      the avoidance of or the reduction in or the deferral of a liability to
      Taxation.

19.2  VAT

      19.2.1   Returns and payments

      (a)      The Company is a taxable person duly registered for the purposes
               of VAT.

      (b)      The Company has complied with all statutory provisions, rules,
               regulations, orders and directions in respect of VAT, has
               promptly submitted accurate returns in all material respects ,
               and the Company maintains full and accurate VAT records in all
               material respects, has never been subject to any interest,
               forfeiture, surcharge or penalty nor been given any notice under
               sections 59 or 64, VATA nor been given a warning within section
               76(2), VATA nor has the

                                       48
<PAGE>

               Company been required to give security under paragraph 4 of
               Schedule 11, VATA.

      (c)      VAT has been duly paid or provision has been made in the Accounts
               for all amounts of VAT for which the Company is liable.

19.3  Stamp duty

      19.3.1   Stamp duty

      All stampable documents subject to UK stamp duty wheresoever executed
      (other than those which have ceased to have any legal effect) to which the
      Company is a party have been duly stamped or stamped with a particular
      stamp denoting that no stamp duty is chargeable. Since the Balance Sheet
      Date there have been and are no circumstances or transactions to which the
      Company is or has been a party such that a liability to stamp duty or any
      penalty in respect of such duty will arise on the Company.

      19.3.2   Stamp duty reserve tax

      Since the Balance Sheet Date the Company has not incurred any liability to
      or been accountable for any stamp duty reserve tax and there has been no
      agreement within section 87(1), FA 1986 which could lead to the Company
      incurring such a liability or becoming so accountable.

                                       49
<PAGE>

                                  SCHEDULE 6

                               Final Completion

                                    Part 1

On Final Completion, the Company shall deliver to the Investor:

1.   A certified copy (appropriate for filing at the Companies Registry) of a
members' resolution adopting new Articles together with a copy (appropriate for
filing) of such Articles;

2.   A certified copy of resolutions of the Board of Directors of the Company
authorising the issue and allotment of the Subscription Shares and the
Additional Subscription Shares together with an appropriate Share Certificate
duly executed by the Company in favour of the Investor (or its nominee(s);

3.   A certified copy of the updated register of members of the Company; and

4.   A certified copy of the resolution of the Board of Directors of the Company
appointing such person as the Investor shall nominate as the first Investor
Director.

                                    Part 2

Subject to Clause 6.1.1, on Final Completion, the Investor shall deliver to the
Company (or the Company's representative on behalf of the Company):

1.   the Consideration ADRs representing the Consideration Stock.

                                       50
<PAGE>

                                  SCHEDULE 7

                          INVESTMENT REPRESENTATIONS

The Company hereby represents and warrants as follows, in each case as at the
date hereof and as of Final Completion:

1.   The Company is not a US Person (as defined in Regulation S under the US
     Securities Act of 1933, as amended (the "Securities Act")).

2.   The Company acknowledges that the Investor ADRs representing Investor's
     stock have not been registered under the Securities Act or the laws of any
     foreign jurisdiction.

3.   The Company agrees to offer, sell or deliver the Investor ADRs representing
     Investor's stock only in accordance with the provisions of Regulation S
     under the Securities Act or pursuant to an effective registration of the
     Investor ADRs representing Investor's stock under the Securities Act or
     pursuant to an available exemption from the registration requirements of
     the Securities Act.

4.   The purchase of the Investor ADRs representing Investor's stock is not part
     of a plan or scheme on the part of the Company to evade the registration
     provisions of the Securities Act.

5.   The Company will not offer, sell or deliver the Investor ADRs representing
     Investor's stock to or for the account of a US Person or for the benefit of
     any person whom the Company knows or reasonably believes to be a US Person
     prior to forty days after the date hereof (and it will send to any dealer
     to whom it sells Investor ADRs representing Investor's stock during such
     period a confirmation or other notice setting forth the foregoing
     restrictions on offers and sales of the Investor ADRs representing
     Investor's stock) otherwise than pursuant to an effective registration of
     the Investor ADRs representing Investor's stock under the Securities Act or
     pursuant to an available exemption from the registration requirements of
     the Securities Act.

6.   The Company is acquiring the Investor ADRs representing Investor's stock
     for the Company's own account. It is not acquiring the Investor ADRs
     representing Investor's stock with a view to, or for resale in connection
     with, the distribution or other disposition thereof in violation of any
     federal or state securities laws.

7.   The Company understands that appropriate restrictive legends may be placed
     on the certificates representing the Investor ADRs representing Investor's
     stock acquired by the Company hereunder but that these will be removed upon
     the Company representing to the Investor and the Depository of the Investor
     ADRs that the relevant Investor ADRs have been sold pursuant to an
     effective registration statement under the Securities Act.

8.   The Company understands that a notation shall be made prior to Final
     Completion indicating that such Investor ADRs representing Investor's stock
     is subject to restrictions on transfer and appropriate stop-transfer
     instruction will be issued to the securities transfer agent with respect to
     the Investor ADRs representing Investor's

                                       51
<PAGE>

stock but that these will be removed upon the Company representing to the
Investor and the Depository of the Investor ADRs that the relevant Investor ADRs
have been sold pursuant to an effective registration statement under the
Securities Act.

                                       52
<PAGE>

                                  SCHEDULE 8

                             Intellectual Property

                                    Part 1

                       Registered Intellectual Property

                          TRADE MARK LIST - CRICINFO

Trade Mark     Country      Class            Status    Filing Date    Filing Nr
--------------------------------------------------------------------------------
CRICINFO       Australia    16, 25, 28, 38,  Pending     11 Nov 1999     813323
                            41
-------------------------------------------------------------------------------
CRICINFO       Australia    9                Pending     02 Feb 2000     821975
-------------------------------------------------------------------------------
CRICINFO       Bangladesh   9                Pending     01 Feb 2000      63463
-------------------------------------------------------------------------------
CRICINFO       Bangladesh   28               Pending     01 Feb 2000      63461
-------------------------------------------------------------------------------
CRICINFO       Bangladesh   25               Pending     01 Feb 2000      63460
-------------------------------------------------------------------------------
CRICINFO       Bangladesh   16               Pending     01 Feb 2000      63462
-------------------------------------------------------------------------------
CRICINFO       India        9                Pending     20 Aug 1999     872511
-------------------------------------------------------------------------------
CRICINFO       India        16               Pending     20 Aug 1999     872508
-------------------------------------------------------------------------------
CRICINFO       India        25               Pending     20 Aug 1999     872510
-------------------------------------------------------------------------------
CRICINFO       India        28               Pending     20 Aug 1999     872512
-------------------------------------------------------------------------------
CRICINFO       New Zealand  16               Published   02 Nov 1999     602246
-------------------------------------------------------------------------------
CRICINFO       New Zealand  41               Published   02 Nov 1999     602250
-------------------------------------------------------------------------------
CRICINFO       New Zealand  38               Published   02 Nov 1999     602249
-------------------------------------------------------------------------------
CRICINFO       New Zealand  28               Published   02 Nov 1999     602248
-------------------------------------------------------------------------------
CRICINFO       New Zealand  25               Published   02 Nov 1999     602247
-------------------------------------------------------------------------------
CRICINFO       New Zealand  9                Published   02 Nov 1999     607481
-------------------------------------------------------------------------------
CRICINFO       Pakistan     9                Pending     02 Feb 2000     160642
-------------------------------------------------------------------------------
CRICINFO       Pakistan     16               Pending     02 Feb 2000     160643
-------------------------------------------------------------------------------
CRICINFO       Pakistan     25               Pending     02 Feb 2000     160644
-------------------------------------------------------------------------------
CRICINFO       Pakistan     28               Pending     02 Feb 2000     160639
-------------------------------------------------------------------------------
CRICINFO       South Africa 16               Pending     20 Oct 1999   99/19338
-------------------------------------------------------------------------------

                                       53
<PAGE>

CRICINFO       South Africa   25               Pending     20 Oct 1999  99/19339
--------------------------------------------------------------------------------
CRICINFO       South Africa   28               Pending     20 Oct 1999  99/19340
--------------------------------------------------------------------------------
CRICINFO       South Africa   38               Pending     20 Oct 1999  99/19341
--------------------------------------------------------------------------------
CRICINFO       South Africa   41               Pending     20 Oct 1999  99/19342
--------------------------------------------------------------------------------
CRICINFO       South Africa   9                Pending     02 Feb 2000 2000/1631
--------------------------------------------------------------------------------
CRICINFO       Sri Lanka      9                Pending
--------------------------------------------------------------------------------
CRICINFO       Sri Lanka      41               Pending
--------------------------------------------------------------------------------
CRICINFO       Sri Lanka      38               Pending
--------------------------------------------------------------------------------
CRICINFO       Sri Lanka      28               Pending
--------------------------------------------------------------------------------
CRICINFO       Sri Lanka      25               Pending
--------------------------------------------------------------------------------
CRICINFO       Sri Lanka      16               Pending
--------------------------------------------------------------------------------
CRICINFO       United Kingdom 16,25,28,38,41   Published   23 July 1999  2203842
--------------------------------------------------------------------------------
CRICINFO       United Kingdom 9                Registered  28 Jan 2000   2221867
--------------------------------------------------------------------------------
CRICSHOP       United Kingdom 9, 14, 16, 21,   Published   28 Jan 2000   2220677
                              25, 28, 41
--------------------------------------------------------------------------------
CRICINFO       USA            16, 25, 28, 35,  Pending     10 Sept 1999  75/796
                              38, 41                                     867
--------------------------------------------------------------------------------
CRICINFO       USA            9                Pending     07 Mar 2000
--------------------------------------------------------------------------------

                                    Part 2

                                  IP Licences

Key:-
CI   -    CricInfo Limited
NZC  -    New Zealand Cricket
ZCU  -    Zimbabwe Cricket Union
UCB  -    United Cricket Board of South Africa
IDI  -    ICC Development (International) Ltd
BCB  -    Bangladesh Cricket Board
AFP  -    Agence France-Presse

                                       54
<PAGE>

DNP  -    Network Publishing
--------------------------------------------------------------------------------
Doc. No.       Description                             Parties
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4.1.1          Website hosting agreement               NZC, CI
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4.1.2          Website hosting agreement               ZCU, CI
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4.1.3(a)       Website hosting agreement               UCB, CI
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4.1.3(b)       Website hosting agreement               UCB, Mweb and CI joint
                                                       venture
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4.1.3(c)       Joint website hosting agreement         Mweb, CI
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4.1.4/DDI 24   Joint website hosting agreement         Nine MSN, CI
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4.1.5          Website hosting agreement               IDI, CI, shareholders of
                                                       CI
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4.1.6          Website hosting agreement               BCB, CI
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4.1.7          Joint website hosting agreement         Channel 4, CI (expired)
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4.2.1/DDI 25   Content Supply Agreement                Yahoo! UK Limited, CI
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4.2.2/DDI 21   Content Supply Agreement                123India.com, CI
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4.2.3/DDI 22   Content Supply Agreement                Home India Online
                                                       Services, CI
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4.2.4          Content Supply Agreement                Goyogi, Inc., CI
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4.3.1          Content Supply Agreement, with          AFP, CI
               letter dated 6 March 2000
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4.3.2          Content Supply Agreement                Allsport, CI
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4.3.3          Content Supply Agreement                PA News Limited, CI
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4.4.1          Co-marketing Agreement                  DNP, CI
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4.4.2          [Deleted - Expired contract]
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4.4.3          Co-marketing Agreement                  Gray Cell, Inc., CI
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4.4.4          Co-marketing Agreement                  Mob-e.com, CI
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4.4.5          Co-marketing Agreement                  Praja, Inc., CI
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4.4.6          Co-marketing Agreement                  Ntl, CI
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4.5.1          Mirror Site Hosting Agreement           Mweb, CI
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4.5.3          Mirror Site Hosting Agreement           Net Space, CI
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                                       55
<PAGE>

-------------------------------------------------------------------------------
4.5.5               Mirror Site Hosting Agreement      Dishnet, CI
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4.5.7               Hardware Supply and Service        Level 3, CI
                    Agreements
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4.5.10              Mirror Site Hosting Agreement      Mantra Online, CI
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5.1.1               Marketing Agreement                NMMS (now Adlink), CI
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5.1.2               Marketing Agreement                Ninemsn, CI
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5.1.4               Marketing Agreement                Oracle, CI
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5.1.5               Marketing Agreement                Intercept Consulting, CI
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5.2.1               Sponsorship Agreement              NZC, Inc., CI
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5.2.2               Sponsorship Agreement              WCAI, CI
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5.2.3               Sponsorship Agreement              WCAI, CI
-------------------------------------------------------------------------------
5.3.1               Trade Mark Licensing Agreement     Codemasters Software
                                                       Company Limited, CI
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Not numbered/DD27   Messenger Agreement                Yahoo! UK Limited, CI
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                                       56
<PAGE>

                                  SCHEDULE 9

                            Information Technology

                                    Part 1

                                  IT Systems

Equipment wholly owned and controlled by the Company

"Login" AMD 450 256Meg RAM - responsible for handling interactive logins and
mail.

"Dougie" AMD 450 256Meg RAM - live scoring machine.

"Master" DUAL PIII 450 1GB RAM - holds master copy of the database.

"Adlib" DUAL PIII 450 1GB RAM - advertisement serving and logging machine.

"Mirror" PIII 450 512Meg RAM

"Loghost" DUAL PII 450 1GB RAM 120GB RAID array

"Nameserver" AMD300 256MB

"Firewall" AMD300 256MB

"Office Server" PIII 9Gig IDE 17 Gig SCSI 256 MB RAM, HP Tapestore, 20Gig
Panasonic DVD writer, internal Zip drive.

"Backup" PIII 450 256MB RAM 2x240 Gigbyte RAID arrays, SCSI tape library.

"IRC2 UK" Single Pentium 400 256 Meg RAM IRC server

"Redirect" IRC#1 server and virtual host redirection PIII 450 512MB RAM

"Spare server" 1GB twin PIII 500

In addition, there are a number of development machines used by the Company's
technical teams.


Equipment owned / hosted by third parties

Australia - 2 x Dual PIII 512Meg - owned and hosted by Netscape (Melbourne).

Australia - 3 x PIII 512Meg RAM - owned and hosted by Hostworx (Adelaide)

South Africa - 3 x Dual PIII 450 512MB RAM - Compaq machines owned and hosted by
M-Web

Pakistan - 1 x Dual PIII 450 1GB Ram - owned and hosted by WOL

India - 5 servers one of which is Dual PIII 450 1GB Ram (owned by the Company)

                                       57
<PAGE>

                                  SCHEDULE 10

                          Matters Pending Completion

The Company shall not, except with the prior written consent of the Investor:

1.   increase the amount of its authorised or issued Share capital, issue and
     allot Shares (save for the issue of Shares to a further strategic partner
     of the Company approved by the Board as a non SIL Shareholder except at a
     valuation lower than SIL's current subscription price), grant any option
     (save for options granted pursuant to any employee share option scheme
     adopted by the Company) or other interest (in the form of convertible
     securities or in any other form) over or in its share capital, redeem or
     purchase any of its own Shares or effect any other reorganisation of its
     share capital;

2.   issue any loan capital of a value in excess of (Pounds)1 million or enter
     into any commitment with any person with respect to the issue of any such
     loan capital;

3.   make any borrowing, secured or unsecured, other than from its bankers in
     the ordinary and usual course of business and ensure that its banking
     facilities do not enable it to have more than (Pounds)3 million in
     aggregate borrowed at any one time;

4.   pass any resolution for its winding up (unless it shall have become
     insolvent);

5.   engage in any business, directly or through a subsidiary other than in
     connection with cricket-related businesses or defray any monies other than
     bona fide for the purposes of or in connection with the carrying on of the
     business of the Company worldwide;

6.   close down or substantially divest any ongoing business operation directly
     or through a subsidiary;

7.   amalgamate or merge with any other company or business undertaking;

8.   vary in any respect its memorandum or articles of association or the rights
     attaching to any of its Shares;

9.   alter its name;

10.  sell or transfer the domain names cricinfo.com and cricket.org;

11.  enter into any arrangement, contract or transaction outside the normal
     course of its business or otherwise than on arm's length terms;

12.  adopt or amend its annual Business Plan;

13.  change either:

13.1 its auditors; or

                                       58
<PAGE>

13.2 alter its accounting reference date;

14.  declare or pay any dividend or make any other distribution (by way of
     capitalisation, repayment or in any other manner) out of its distributable
     profits or any of its reserves;

15.  dismiss any owner-director in circumstances in which it incurs or agrees to
     bear redundancy or other costs in excess of (Pounds)100,000 in total;

                                       59
<PAGE>

SIGNED by Dr. Simon King          )

for and on behalf of              )

CRICINFO LIMITED                  )


SIGNED by T. R. Santhanakrishnan  )

for and on behalf of              )

SATYAM INFOWAY LIMITED            )


SIGNED by DR. SIMON KING          )


SIGNED by BADRINARAYANAN SESHADRI )


SIGNED by ALEXANDER BALFOUR       )


SIGNED by PETER GRIFFITHS         )

                                       60