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                                                                   EXHIBIT 10.18

Agreed Form

                             Dated _____ May 2000



                            SHAREHOLDERS AGREEMENT


                                    between


                               CRICINFO LIMITED


                                    - and -


                            SATYAM INFOWAY LIMITED


                                    - and -


                          THE NON - SIL SHAREHOLDERS



                               Latham & Watkins

                                99 Bishopsgate
                                  11th Floor
                               London  EC2M 3XF

                              Tel: 020 7710 1000
                              Fax: 020 7374 4460

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THIS AGREEMENT is made on the    day of May, 2000

BETWEEN:

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

(2)  SATYAM INFOWAY LIMITED whose registered office is at Maansarovar Towers,
     271-A, Anna Salai, Teynampet, Chennai 600018, India ("SIL"); and

(3)  THE SEVERAL PERSONS details of whom are set out in Schedule 4 to this
     Agreement (collectively, the "Non-SIL Shareholders" and each a "Non-SIL
     Shareholder").

WHEREAS:

A Subscription Agreement was entered into on                 2000 by the
Company, SIL and the Senior Management (as defined in the Subscription
Agreement), relating to the investment by SIL in the Company (the "Subscription
Agreement").  It was agreed in the Subscription Agreement that at Final
Completion (as defined in the Subscription Agreement), the Company, SIL and the
Non-SIL Shareholders would enter into a Shareholders' Agreement; this Agreement
is the Shareholders' Agreement.

IT IS AGREED as follows:

1    INTERPRETATION

1.1  In this Agreement, the following words shall have the following meanings:

     "Articles"                   means the articles of association of the
                                  Company.

     "Board"                      means the board of directors of the Company.

     "Business Day"               means a day which is not a Saturday or Sunday
                                  or a bank or other public holiday in England
                                  or India;

     "Business Plan"              means the annual business plan prepared in
                                  accordance with Clause 4.5.

     "Confidential Information"   means all information received or obtained as
                                  a result of entering into or performing this
                                  Agreement and which relates to:

                                  (i)    the Company and its Subsidiaries;

                                  (ii)   any aspect of the business of the
                                         Company and its Subsidiaries;

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                                  (iii)  the provisions of this Agreement;

                                  (iv)   the negotiations relating to this
                                         Agreement;

                                  (v)    the subject matter of this Agreement;

                                  (vi)   SIL, its Group and any aspect of the
                                         business of SIL or its Group; or

                                  (vii)  any party to this Agreement.

     "Control"                    means, in relation to a body corporate, the
                                  power of a person to secure that its affairs
                                  are conducted in accordance with the wishes of
                                  that person:

                                  (a)   by means of the holding of shares or the
                                        possession of voting power in or in
                                        relation to that or any other body
                                        corporate; or

                                  (b)   by virtue of any powers conferred by the
                                        articles of association or any other
                                        document regulating that or any other
                                        body corporate,

                                  and, in relation to a partnership, means the
                                  right to a share of more than one-half the
                                  assets, or of more than one-half of the
                                  income, of the partnership;

                                  and a "Change of Control" shall occur if a
                                  person who controls any company or undertaking
                                  ceases to do so, or if another person acquires
                                  control of it;

     "Effective Date              the date of admission to listing and trading
                                  of the Company's ordinary shares in an IPO;

     "Group"                      means in relation to an undertaking, that
                                  undertaking and any undertaking of which it is
                                  a Subsidiary (its holding undertaking) and any
                                  other Subsidiaries of its holding undertaking;

     "India Servers"              the Company's web-servers hosted in India;

     "IPO"                        an initial public offering of the Company's
                                  ordinary shares on NASDAQ, the London Stock
                                  Exchange, the New York Stock Exchange, the

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                                  Neuer Market or a similar investment exchange
                                  with similar liquidity;

     "Ordinary Shares"            means equity share capital of the Company as
                                  defined in Section 744 of the Companies Act
                                  1985, as amended;

     "Preferred Partner basis"    means on terms no less favourable than those
                                  offered to any third party;

     "Share"                      means a share of any denomination in the
                                  capital of the Company from time to time;

     "Shareholder"                means all those persons holding Shares in the
                                  capital of the Company and who are parties to
                                  this Agreement from time to time;

     "SIL Director"               means a director appointed by SIL in
                                  accordance with Clause 3.2;

     "Subsidiary"                 means in relation to an undertaking (the
                                  holding undertaking), any other undertaking in
                                  which the holding undertaking (or persons
                                  acting on its or their behalf) directly or
                                  indirectly holds or controls either:

                                  (a)   a majority of the voting rights
                                        exercisable at general meetings of that
                                        undertaking; or

                                  (b)   the right to appoint or remove directors
                                        having a majority of the voting rights
                                        exercisable at meetings of the board of
                                        directors of that undertaking,

                                  and any undertaking which is a Subsidiary of
                                  another undertaking shall also be a Subsidiary
                                  of that undertaking's holding undertaking;

     "Transfer Price"             means (a) if there is a Third Party as
                                  referred to in clause 11.1 and such party is
                                  reasonably believed in good faith by the
                                  relevant Vendor to be acting in good faith,
                                  the price per share agreed to be paid by such
                                  Third Party or, if there is no Third Party,
                                  (b) the price thereof agreed between the
                                  Vendor (or in the case of a Transfer Notice
                                  deemed to have been served pursuant to Clause
                                  12.3, agreed pursuant to Clause 12.4.1) and
                                  the Directors within fourteen days of the

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                                  date of the Transfer Notice, or, in the
                                  absence of agreement, the Fair Value;

     "Trust"                      means the trust evidenced in a Confirmatory
                                  Declaration of Trust made by Simon King on 04
                                  May 2000;

     "Valuer"                     means an independent firm of chartered
                                  accountants nominated by the parties or, in
                                  the event of failure to nominate such an
                                  independent firm of chartered accountants, a
                                  firm of chartered accountants appointed by the
                                  President for the time being of the Institute
                                  of Chartered Accountants of England and Wales
                                  on the application of any party.

1.2   References to statutory provisions shall be construed as references to
      those provisions as respectively amended or re-enacted or as their
      application is modified by any other provisions (whether made before or
      after the date of this Agreement) from time to time.

1.3   All warranties, representations, agreements and obligations expressed to
      be given or entered into by more than one person are given or entered into
      severally by the persons concerned.

1.4   References to Clauses or Schedules are to Clauses of or Schedules to this
      Agreement, and references to sub-clauses are to sub-clauses of the Clause
      in which the reference appears.

1.5   Headings are inserted for convenience only and shall not affect its
      construction.

1.6   All references to documents in Agreed Form shall mean a document in a form
      agreed by the parties and initialled by each of them for the purpose of
      identification.

1.7   The singular includes the plural and vice versa.

1.8   Notwithstanding any provision of this Agreement which provides for any of
      SIL's rights herein conferred to fall away upon SIL together with any
      member of the SIL Group holding, in aggregate, less than 10 per cent. of
      the issued Ordinary Share capital, the relevant rights shall not fall away
      for such time as is reasonable for SIL to exercise its anti-dilution
      rights under Clause 9 of the Subscription Agreement so as to increase its
      holding of Ordinary Shares in the Company to 10 per cent. or more of the
      issued Ordinary Share Capital, where it has the right so to do.

2     BUSINESS OBJECTIVES

2.1   SIL agrees:

      2.1.1  to investigate the possibility of hosting the Company's India
             Servers with SIL's hosting facilities on a Preferred Partner basis,
             subject to adequate

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             availability and quality of service parameters as agreed between
             the Company and SIL in good faith;

      2.1.2  that, following the completion of the acquisition of the khel.com
             website, SIL will merge the business so acquired with the business
             of the Company and, in particular, but without limitation, will
             ensure that in the event that khel.com is operated as a cricket
             only website any Internet traffic visiting khel.com will be
             automatically re-routed to the Indian cricket section of the
             Company's website, or in the event that khel.com is operated as a
             multi-sports website any Internet traffic visiting the cricket
             section of khel.com will be automatically re-routed to the Indian
             cricket section of the Company's website, and management of such
             business will be under the control of the Company;

      2.1.3  that it will not own or operate, whether by itself or through its
             agents or contractors or subsidiaries or affiliates, any cricket
             based business, other than the distribution of news through its
             Internet portals provided always that in the event that SIL does
             distribute cricket news a link shall be provided through to the
             Company's website;

      2.1.4  that it will channel any advertisement or sponsorship for display
             on a cricket site through the Company;

      2.1.5  that in the event that SIL or any of its agents or subsidiaries or
             affiliates acquires any cricket related business whether as part of
             a larger transaction or otherwise SIL will offer to sell the same
             to the Company and if SIL and the Company cannot agree the price
             and SIL proposes to sell such business to another person, the
             Company shall have the right (exercisable within 20 days of
             notification of such terms to the Company) to buy such business on
             the terms so proposed to or by the third party which are acceptable
             to SIL; and

      2.1.6  that it will feature the Company and the CricInfo brand exclusively
             for all cricket content and branding as part of its advertising and
             market development in relation to cricket related matters.

2.2   The Company agrees to, and the Shareholders agree to procure (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
      shareholders) that the Company and, where applicable, each of its
      Subsidiaries, shall:

      2.2.1  investigate the possibility of transferring its India Server
             hosting to facilities provided by SIL, on a Preferred Partner
             basis, subject to adequate availability and quality of service
             parameters as agreed between the Company and SIL in good faith;

      2.2.2  (A)  pay SIL the following share of India Revenues and NRI Market
                  Revenues:

                  (i)   15% - for the first two years from the date hereof; and

                  (ii)  20% thereafter,

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             For the purposes of this Clause 2.2.2 "India Revenues" means
             revenue of the Company generated from businesses located in India
             which contract with the Company for the provision of advertising
             and sponsorship, regardless of whether the payment is made from
             India, after deduction of agency commission and all applicable
             sales taxes.

             For the purposes of this Clause 2.2.2 "NRI Market Revenues" means
             revenue generated from the provision of advertising and sponsorship
             targeted specifically at non-resident Indians, after deduction of
             agency commission and all applicable sales taxes; and

             (B)  pay SIL an amount equal to 30% of the pre-tax profit revenue
                  deriving from Indian e-commerce operations operated and
                  managed by the Company and its Subsidiaries and as shown by a
                  profit and loss account for such Indian e-commerce business;

     2.2.3   limit its data syndication services to the minimum level necessary
             for commercial viability for the Company; and

     2.2.4   prevent the sale of exclusive content to competitors of SIL listed
             in Schedule 3

     PROVIDED THAT if SIL, together with any SIL Group member, holds in
     aggregate less than 10% of the total issued Ordinary Share capital of the
     Company in circumstances where SIL's consent is no longer required to the
     matters referred to in Schedule 1, the Company shall have the right to
     terminate this Clause 2.2 without the payment of compensation upon giving
     not less than 20 days notice in writing to SIL.

2.3  The Company may give notice of termination of Clause 2.2.2 and the Company
     shall be released from its obligations under Clause 2.2.2 on the date on
     which such notice of termination becomes effective.  A notice of
     termination under this Clause 2.3 is separate from a notice of termination
     under Clause 2.2.  The notice of termination shall become effective on the
     date specified in it provided that on or before such date SIL and the
     Company shall have agreed compensation to be paid by the Company to SIL for
     loss of its rights under Clause 2.2.2.  Any such notice of termination
     shall contain the Company's proposal on compensation.  If SIL does not
     accept the Company's proposal on compensation, it shall within 10 Business
     Days of receipt of the Company's proposal, give notice thereof to the
     Company, which notice shall contain SIL's counterproposal on compensation.
     Following receipt of such notice from SIL, the Company and SIL shall
     negotiate in good faith with a view to agreeing the compensation amount
     (which shall not be less than that proposed by the Company nor more than
     that proposed by SIL).   In the event that SIL and the Company are unable,
     within 20 Business Days of the date on which such notice is given by SIL,
     to agree the amount of compensation,  each of the Company and SIL shall
     select an independent appraiser (experienced in valuing compensation of
     this nature and from a reputable firm of good standing) within 25 Business
     Days of the date of such notice by SIL and those two appraisers shall
     select, within 10 Business Days of the date of their acceptance of their
     appointments, another independent appraiser (experienced in valuing
     compensation of this nature) to perform the appraisal.  If all of the
     appraisers have not been appointed within the time limits specified above,
     the outstanding appointment(s) shall be made, at the request of either
     party, by the President for the

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     time being of the Institute of Chartered Accountants of England and Wales.
     Each of SIL and the Company shall within 10 Business Days of the date of
     acceptance by all the appraisers of their appointment make a written
     submission to each of the appraisers setting out the compensation amount
     proposed by SIL and the Company respectively and the reasons therefor. SIL
     shall copy its submission to the Company and vice versa. Neither SIL nor
     the Company shall have a right to reply to the submission of the other and
     any failure by the Company and/or SIL to make such submission shall be
     without prejudice to any other part of this Clause 2.3. The three
     appraisers so selected shall have 30 Business Days from the date of the
     selection of the third appraiser to determine the compensation in question
     during which time both the Company and SIL shall provide to the appraisers
     all such assistance and access to staff and records as the appraisers may
     reasonably require for the purpose of their determination. When determining
     the compensation, the appraisers shall consider such factors drawn to their
     attention in writing by the Company and SIL as herein provided and any
     other factors as the appraisers each reasonably consider should be taken
     into account in determining the compensation amount payable, which will
     include (without limitation and for the avoidance of doubt), the impact on
     SIL of the stoppage of revenue streams resulting from the loss of its
     rights under Clause 2.2.2. The compensation amount determined by each of
     the three appraisers shall be averaged, the determination which shall
     differ most from such average shall be disregarded, the remaining two
     determinations shall then be averaged, and such average shall be final and
     binding as the compensation amount determined by the appraisers and the
     appraisers shall notify the Company and SIL in writing of their
     determination. If the amount of compensation is referred to the appraisers,
     the notice of termination shall become effective on the day on which the
     appraisers notify SIL and the Company of their determination. The Company
     and SIL shall each bear the expenses of its own appraiser and one-half of
     the expenses of the independent appraiser selected by the two appraisers.
     The appraisers shall act as experts and not arbitrators.

2.4  SIL and the Company agree to, and the Shareholders agree to procure
     (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 shareholders) that the Company and, where, applicable, each of its
     Subsidiaries, shall work on a Preferred Partner basis in cricket-related
     broadband operations.

2.5  Upon termination of Clause 2.2.2 (under either Clause 2.2 or Clause 2.3)
     the obligations of SIL under Clauses 2.1.2, 2.1.3, 2.1.4, 2.1.5 and 2.1.6
     and the obligations of the Company under Clauses 2.2.3 and 2.2.4 shall
     terminate.

3     DIRECTORS

3.1   Subject to Clause 3.7, the Board shall have responsibility for the
      supervision and management of the Company and its business.

3.2   The parties hereby agree, and agree to use their voting rights to procure,
      that for so long as SIL holds at least 10 per cent. of the Company's
      issued ordinary share capital, SIL may appoint such number of SIL
      Directors as is proportionate to its Shareholding in the Company (rounded
      up to the next whole number) and may appoint alternates for such
      directors. Only SIL may remove or replace SIL Directors or their
      alternates, save

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      (for the avoidance of doubt) that if SIL, together with any SIL Group
      member hold in aggregate less than 10 per cent. of the issued Ordinary
      Share capital of the Company, the other directors may remove the SIL
      Director(s) and their alternates (if any) who are on the Board at that
      time.

3.3  The chairman shall be a director appointed by the Board. The chairman shall
     have a second or casting vote.

3.4  The parties shall procure that meetings of the directors are convened in
     the United Kingdom and held at least once every two months and that a
     written agenda for each meeting of the directors specifying the matters to
     be raised at the meeting is sent (together with the notice convening the
     meeting which may be given by telephone, facsimile, e-mail or telex) not
     less than five Business Days before the date of the meeting to all
     directors (or their alternates) entitled to receive notice of the meeting
     whether situated within or outside the United Kingdom but a meeting of the
     Board may be convened by giving resaonable notice (such notice to specify
     the agenda of the meeting and any resolutions proposed to be passed) if the
     interests of the Company would be likely to be adversely affected to a
     material extent if the business to be transacted at such Board Meeting were
     not dealt with as a matter of urgency or if all the Directors agree (an
     "Emergency Board Meeting").

3.5  No meeting of the Board shall be quorate and no resolution may be passed at
     a Board meeting without (i) a SIL Director being present; or (ii) the prior
     consent of SIL to the meeting being held without a SIL Director being
     present, being obtained, save that such consent shall not be required if
     the Company has used all reasonable endeavours to obtain SIL's consent and
     has been unable to enter into dialogue with SIL in this regard.

3.6  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 exerciseable by them as Shareholders and Directors)
     each of the Non-SIL Shareholders 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 SIL (such
     consent not to be unreasonably withheld), take any of the actions set out
     in Schedule 1.

3.7  The Company undertakes to SIL that it shall procure that each of its
     subsidiaries for the time being shall observe and perform the provisions
     and conditions contained in this Agreement to be observed and performed by
     them.

3.8  A Director shall be treated as present in person at a meeting of the
     Directors notwithstanding that he is not physically present at the place
     where the meeting is held if he is in communication with the meeting by
     conference telephone or other communication equipment permitting each
     person physically present at or so in communication with the meeting to
     hear and be heard by each other such person. Such a Director shall be
     counted in the quorum of the meeting and shall be entitled to vote thereat.

4    ACCOUNTING AND OTHER MATTERS

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4.1  The Company and its Subsidiaries shall at all times maintain proper
     accounting and other financial records in accordance with the requirements
     of all applicable laws and generally accepted accounting principles
     applicable in the relevant territory and so as to enable amounts due under
     clause 2.2.2 to be determined and checked..

4.2  The parties shall ensure that each party and its respective authorised
     representatives shall be allowed access at all reasonable times to examine
     the books and records of the Company and any of its Subsidiaries and so as
     to enable amounts due under clause 2.2.2 to be determined and checked..

4.3  The Company shall prepare management accounts every month and shall send
     copies to the parties within 30 days of the end of the period in question.

4.4  The Company shall supply each party with copies of the Company's audited
     accounts and audited consolidated accounts for the Group.

4.5  The first Business Plan shall be in Agreed Form. The Company shall prepare
     a Business Plan for the Company and its Subsidiaries for each financial
     year not less than 30 days prior to the end of the preceding financial year
     and shall provide each of the parties with a copy for approval and adoption
     at a meeting of the Board. The Business Plan shall include but need not be
     limited to the following:

     4.5.1  an estimate of the working capital requirements contained in a
            cashflow statement together with an indication of the amount (if
            any) which it is considered prudent to retain out of the previous
            financial year's distributable profits to meet such working capital
            requirements;

     4.5.2  a projected profit and loss account;

     4.5.3  an operating budget (including estimated capital expenditure
            requirements) and balance sheet forecast;

     4.5.4  a report by the Managing Director giving business objectives for the
            year; and

     4.5.5  a report by the Finance Director.

4.6  The Company shall prepare accounts (including management accounts) in a
     timely manner and in such form and with such content (including, without
     limitation, reconciled to US GAAP) and shall cause such accounts to be
     audited and/or reviewed by the Company's auditors, as necessary to enable
     SIL to comply with any applicable law or by the rules of any recognised
     stock exchange, or governmental or other regulatory body and filing
     requirements from time to time notified in writing to the Company
     (including without limitation the Securities Act of 1933 and the Securities
     Exchange Act of 1934 and the rules and regulations promulgated thereunder).
     The Company shall use reasonable efforts to cause the Company's auditors to
     give such consents and comfort letters as are necessary to permit the
     inclusion of any such accounts in any financial statements or other filing
     of SIL or any of its affiliates.

5    STATUS OF THIS AGREEMENT AND THE PARTIES' OBLIGATIONS

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5.1  Each party shall exercise all voting rights and other powers of control
     available to them in relation to the Company so as to procure (so far as
     each is respectively able by the exercise of such rights and powers) that
     at all times during the term of this Agreement the provisions of this
     Agreement are duly and promptly observed and given full force and effect
     according to its spirit and intention.

5.2  If any provisions of the memorandum or Articles of the Company at any time
     conflict with any provisions of this Agreement, this Agreement shall
     prevail and the parties shall whenever necessary exercise all voting and
     other rights and powers available to them to procure the amendment, waiver
     or suspension of the relevant provision of the memorandum and/or articles
     of association to the extent necessary to permit the Company and its
     affairs to be administered as provided in this Agreement.

6    PROMOTION OF THE COMPANY'S BUSINESS

6.1  Each of the Non-SIL Shareholders hereby undertakes to SIL that during the
     period commencing the date of this Agreement and ending on the Relevant
     Date (as defined in Clause 6.2 below) he shall not either on his own
     account or in conjunction with or on behalf of any person or persons
     whether directly or indirectly:

     6.1.1  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
            of the Company and its Subsidiaries;

     6.1.2  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 the date of this Agreement engaged in the
            business whether or not such person would commit a breach of his
            contract of employment by reason of leaving service.

6.2  For the purpose of Clause 6.1 above the term "Relevant Date" shall mean the
     earlier of:

     (a)  the date 18 months following termination of this Agreement by all the
          parties to it;

     (b)  the date 18 months following the relevant Non-SIL Shareholder ceasing
          to be a member of the Company; and

     (c)  the date 18 months following the relevant Non-SIL Shareholder ceasing
          to be employed by the Company.

6.3  Notwithstanding the provisions of Clauses 6.1, SIL agrees and acknowledges
     that the Non-SIL Shareholders may continue to participate in the activities
     of the organisations, societies, companies and associations identified in
     Schedule 5 to this Agreement and that they may participate in any other
     similar activities with the prior consent of SIL and the Board (such
     consent not to be unreasonably withheld).

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6.4  Each Non-SIL Shareholder acknowledges and agrees that because of the world
     wide access of the internet and world wide web, that the provisions of
     Clause 6.1 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 Company.

6.5  Whilst the covenants in Clause 6.1 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 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.

7  LOCK-INS

7.1  Each Non-SIL Shareholder hereby undertakes to SIL and the Company
     (contracting for itself and on behalf of each of the Subsidiaries and for
     any successor in title to the share capital of the Company) that he will
     not (whether on his own behalf or with or on behalf of any person and
     whether directly or indirectly by any person or business controlled by him)
     without the prior written consent of SIL:

     7.1.1  Subject to Clauses 7.1.2, 7.1.3 and 7.2, sell, assign, transfer or
            otherwise dispose of more than, in the aggregate, five percent of
            the Shares to which he is beneficially entitled as at the date of
            this Agreement;

     7.1.2  In addition to any sales, transfers or other disposals permitted
            pursuant to Clauses 7.1.1 and 7.1.3, in the period from the date six
            calendar months after the Effective Date or, if earlier, 2 years
            from the date of this Agreement, sell, assign, transfer or otherwise
            dispose of more than, in the aggregate, 25 percent of the Shares to
            which he is beneficially entitled as at the date of this Agreement;

     7.1.3  In addition to any sales, transfers or other disposals permitted
            pursuant to Clauses 7.1.1, 7.1.2 or 7.2, from the date of the third
            anniversary of the date of this Agreement, sell, assign, transfer or
            otherwise dispose of more than, in the aggregate, 40 percent of the
            shares to which he is beneficially entitled as at the date of this
            Agreement.

     Each undertaking contained in this clause 7.1 shall be read and construed
     independently of the other undertakings herein as an entirely separate and
     severable undertaking.

7.2  Each of the Non-SIL Shareholders shall, from the fourth anniversary of this
     Agreement, be able to sell, assign, transfer or otherwise dispose of all or
     any of the Shares to which he is beneficially entitled as at the date of
     this Agreement.

7.3  SIL agrees that in the event of an IPO it will not unreasonably withhold
     its consent to the imposition of restrictions on the sale by SIL of its
     Shares as considered to be necessary by the financial advisor to the Board
     in relation to the IPO.

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7.4  Subject always to the provisions of Clause 7.1 and 7.3, the parties
     acknowledge that in the event of an IPO all of the shareholders in the
     Company shall be able to participate in the IPO.

8    CONFIDENTIALITY

8.1  Each party shall at all times keep confidential and use its best endeavors
     to ensure that their respective employees, agents, Subsidiaries, and the
     employees and agents of such Subsidiaries, shall keep confidential any
     Confidential Information which it may acquire and shall not use or disclose
     any such Confidential Information except:

     8.1.1  to another member of its Group, as the case may be, or to a party's
            professional advisers where such disclosure is for a purpose related
            to the operation of this Agreement;

     8.1.2  with the written consent of such of the Company, any of its
            Subsidiaries or the party that the information may relate to;

     8.1.3  as may be required by law or by the rules of any recognised stock
            exchange, or governmental or other regulatory body, when the party
            concerned shall, if practicable, supply a copy of the required
            disclosure to the other before it is disclosed and incorporate any
            amendments or additions reasonably requested by the other);

     8.1.4  with the written consent of the Company, where it relates to the
            Company or any of its Subsidiaries bona fide for the advancement of
            the business of the Company or its Subsidiaries; or

     8.1.5  where it has come into the public domain otherwise than by the
            breach of this clause.

8.2  The parties shall use their best endeavours to procure that the Company and
     its Subsidiaries and their respective officers, employees and agents
     observe a corresponding obligation of confidence in respect of information
     about the parties themselves.

8.3  The obligations of each of the parties in sub-clause 8.1 shall continue
     without limit in time and notwithstanding termination of this Agreement for
     any cause.

9    ISSUANCE AND TRANSFER OF SHARES

9.1  Subject as provided in Clause 9.2, no issuance, allotment or transfer of
     any Share in the capital of the Company shall be made or registered without
     the previous sanction of the Board which may, in its absolute discretion
     and without assigning any reason therefor, decline to register any
     allotment or transfer of any Share whether or not it is a fully paid Share.

9.2  The Board shall sanction any issue, allotment or transfer made in
     accordance with the provisions of this Agreement or the Subscription
     Agreement and shall not sanction any other transfer.

                                       12
<PAGE>

9.3   It shall be a condition of any allotment or transfer of Shares to or by a
      Shareholder or of any other allotment that the allottee or transferee, if
      not already a party to this Agreement shall first enter into a deed of
      adherence in substantially the form set forth in Schedule 2 save that a
      beneficiary of the Trust to whom shares are transferred in accordance with
      Clause 10.3 is not required to enter into a deed of adherence.

9.4   Except as provided in Clauses 10 and 14 no Share in the Company or any
      beneficial interest in any Share in the Company shall be transferred
      unless and until the rights of pre-emption contained in Clause 11 have
      been exhausted.

10    TRANSFERS OF SHARES - EXEMPTION TO PRE-EMPTION.

10.1  Any Shareholder being a body corporate (the "Original Member") shall be
      entitled to transfer all or any of its Shares to any other body corporate
      which is for the time being its subsidiary or holding company or another
      subsidiary of its holding company (each such body corporate being
      hereinafter referred to as a "Group Company") but if a Group Company
      whilst it is a member shall cease to be a Group Company in relation to the
      Original Member it shall within 21 days of so ceasing transfer the Shares
      held by it to the Original Member or any Group Company of the Original
      Member and failing such transfer the member shall be deemed to have given
      a Transfer Notice pursuant to Clause 11.

10.2  Subject as herein provided any Shareholder who is an individual may
      transfer whilst he is alive or under his will all or any of his Shares or
      any beneficial interest therein for whatever consideration to the trustee
      or trustees of a family trust set up wholly for the benefit of one or more
      of himself, his or her spouse or children or grandchildren or step
      children or dependants (together "Privileged Members") and of which the
      said member is the settler or to any of his or her Privileged Members
      provided that (i) prior to any such transfer the trustees enter into a
      deed of adherence under which it shall be bound to the terms of this
      Agreement; and (ii) a Privileged Member acquiring Shares pursuant to this
      Clause 10.2 shall only be able to transfer such Shares to another
      Privileged Member of the person from whom he, she or they took the Shares
      in the first instance or, in the case of a transfer by trustees, to
      persons beneficially entitled under such trusts.

10.3  Any Shareholder may transfer Shares to a nominee or trustee for that
      Shareholder alone and any nominee or trustee of any person or persons may
      at any time transfer any Shares to that other person or persons or to
      another nominee or trustee for that other person or persons provided that
      no beneficial interest in such Shares passes by reason of such transfer.

11    TRANSFERS - PRE-EMPTION

11.1  Any Shareholder who wishes to transfer Shares otherwise than in accordance
      with Clause 10 (the "Vendor") shall give notice in writing (the "Transfer
      Notice") to the Company of his wish specifying:-

      (a)  the number of Shares which he wishes to transfer;

                                       13
<PAGE>

      (b)  the name of any third party to whom he proposes to sell or transfer
           the Shares (the "Third Party");

      (c)  the price at which he has agreed with the Third Party to sell or
           transfer the Shares; and

      (d)  whether or not the Transfer Notice is conditional upon all (and not
           part only) of the specified Shares being sold pursuant to the offer
           hereinafter mentioned and in the absence of such stipulation it shall
           be deemed not to be so conditional.

11.2  No Transfer Notice once given or deemed to be given in accordance with
      Clauses 10, 11 or 12 shall be withdrawn otherwise than as permitted in
      this Agreement or with the consent of the Board.

11.3  The Transfer Notice shall constitute the Company the agent of the Vendor
      for the sale of the Shares specified therein (the "Sale Shares") at the
      Transfer Price.

12    DEEMED TRANSFERS

12.1  A Transfer Notice shall also be deemed to have been served by any Vendor
      who purports to transfer shares other than in accordance with Clause 10 or
      Clause 14 without serving a Transfer Notice (including, without
      limitation, if the Directors declare that a Transfer Notice has been
      deemed to have been served pursuant to Clause 15).

12.2  For the purpose of this clause 12 the following shall also be deemed
      (without limit) to be a transfer by a member of shares in the Company:

      12.2.1   any direction (by way of renunciation or otherwise) by a
               Shareholder entitled to an allotment or transfer of shares that a
               share be allotted or issued or transferred to some person other
               than himself; and

      12.2.2   any sale or other disposition (including charging) of any legal
               or equitable interest in a share (including any voting right
               attached to a share) whether or not by the registered holder,
               whether or not for consideration and whether or not effected by
               an instrument in writing.

12.3  In the event of the bankruptcy or insolvency of any Shareholder a Transfer
      Notice shall be deemed to have been served by that Shareholder in respect
      of all of the Shares held by that Shareholder at that date and, in those
      circumstances, such Transfer Notice shall:

      12.3.1   constitute the Company as the agent of the relevant Shareholder;
               and

      12.3.2   entitle the Company to require delivery to it of the certificate
               for the Shares (or such indemnity as the Company may reasonably
               require).

12.4  If any Shares are deemed to be the subject of a Transfer Notice in
      accordance with clause 12.3, the sale price per Sale Share shall be
      either:

                                       14
<PAGE>

      12.4.1   such price as may be agreed between the Directors (by unanimous
               consent) and the relevant Shareholders' personal representative,
               trustee in bankruptcy, liquidator, receiver or administrator, as
               the case may be, within fourteen days of the Transfer Notice; or

      12.4.2   in the absence of agreement, the Fair Value for such Sale Shares.

12.5  Where any Transfer Notice is deemed to have been given in accordance with
      this Clause 12 (other than Clause 12.3), the deemed Transfer Notice shall
      be treated as having specified:

      12.5.1   that all (or, if a particular number is prescribed by this
               Agreement, the number prescribed pursuant to the relevant Clause)
               the Shares registered in the name of the Vendor shall be included
               for transfer;

      12.5.2   that the price for the Shares shall be the Transfer Price; and

      12.5.3   that the Transfer Notice is not conditional upon all (and not
               part only) of the Vendor's Shares being sold.

12.6  In this Agreement the term "Fair Value" shall mean:

      12.6.1   the price per Share certified in writing by the Valuer as being
               the price which, in its opinion, represents a fair value for such
               share as between a willing vendor and purchaser of the same as at
               the date the Transfer Notice is given or is deemed to have been
               given in respect of such share;

      12.6.2   when giving such certificate, the Valuer shall not take into
               account whether the shares concerned comprise the majority or a
               minority interest in the share capital of the Company, nor the
               fact that the right to transfer such shares is restricted by this
               Agreement and shall assume that the entire issued share capital
               of the Company is being sold. However, in so certifying the
               Valuer shall have taken into account such other facts as it, in
               its absolute discretion, shall consider appropriate including, if
               it so consider appropriate, the past and current performance of
               the Group, the apparent future prospects of the Group and the
               rights attaching to the class of share which is the subject of
               the Transfer Notice. The Valuer shall act as expert and not as
               arbitrator and, in the absence of manifest error, its decision
               shall be final and binding on the Company and its members. The
               reasonable costs of the Valuer in certifying the Fair Value shall
               be borne by the transferor/transferee of the shares concerned.

13    PRE-EMPTION PROCEDURE.

13.1  The Company shall forthwith upon receipt of a Transfer Notice or, where
      later, upon the determination of the Transfer Price, give notice in
      writing to each of the members of the Company informing them that the Sale
      Shares are available and of the Transfer Price and shall invite each
      member to state in writing within 21 days from the date of the said notice
      (which date shall be specified therein) whether he is willing to purchase
      any and, if so, how many of the Sale Shares. For the purposes of

                                       15
<PAGE>


      determining the shareholders of the Company to whom Shares comprised in a
      Transfer Notice should be offered, the Vendor in respect of the relevant
      Transfer Notice(s) shall be deemed not to be a member of the Company.

13.2  The Sale Shares shall be offered to each member on terms that in the event
      of competition the Sale Shares offered shall be sold to the members
      accepting the offer in amounts equal to the proportion (as nearly as may
      be) that their existing holdings of ordinary shares bears to the aggregate
      existing holdings of ordinary shares of the other non-transferring
      Shareholders (the "Proportionate Entitlement"). It shall be open to each
      such member to specify if he is willing to purchase Shares in excess of
      his proportionate entitlement ("Excess Shares") and if the member does so
      specify he shall state the number of Excess Shares.

13.3  After the expiry of the offers to be made pursuant to Clause 13.1 above or
      sooner if all the Sale Shares offered shall have been accepted in the
      manner provided in Clause 13.2 above, the Board shall allocate the Sale
      Shares in the following manner:-

          (a)  if the total number of Shares applied for pursuant to the
               relevant offer is equal to or less than the available number of
               Sale Shares the Company shall allocate the number applied for in
               accordance with the applications; and

          (b)  if the total number of Shares applied for pursuant to the
               relevant offer is more than the available number of Sale Shares,
               each member shall be allocated his Proportionate Entitlement or
               such lesser number of Sale Shares for which he may have applied
               and applications for Excess Shares shall be allocated in
               accordance with such applications.

      and in either case the Company shall forthwith give notice of each such
      allocation (an "Allocation Notice") to the Vendor and each of the persons
      to whom Sale Shares have been allocated (a "Member Applicant") and shall
      specify in the Allocation Notice the place and time (being not later than
      fourteen days after the date of the Allocation Notice) at which the sale
      of the Sale Shares shall be completed.

13.4  Subject to Clause 13.5 below, upon such allocations being made as
      aforesaid, the Vendor shall be bound, on payment of the Transfer Price, to
      transfer the Sale Shares comprised in the Allocation Notice to the Member
      Applicants named therein at the time and place therein specified. If he
      makes default in so doing the Chairman for the time being of the Company,
      or failing him one of the Directors or some other person duly nominated by
      a resolution of the Board for that purpose, shall forthwith be deemed to
      be the duly appointed attorney of the Vendor with full power to execute
      complete and deliver in the name and on behalf of the Vendor a transfer of
      the relevant Sale Shares to the Member Applicant and any Director may
      receive and give a good discharge for the purchase money on behalf of the
      Vendor and (subject to the transfer being duly stamped) enter the name of
      the Member Applicant in the register of members as the holder or holders
      by transfer of the Shares so purchased by him or them. The Board shall
      forthwith pay the purchase money into a separate bank account in the
      Company's name and shall hold such money on trust (but without interest)
      for the Vendor until he shall deliver up his certificate or certificates
      for the relevant Shares to the Company when he shall thereupon be paid the
      purchase money.

                                       16
<PAGE>

13.5  If the Vendor shall have included in the Transfer Notice a provision that
      unless all the Sale Shares are sold none shall be sold and if the total
      number of Shares applied for by Member Applicants is less than the number
      of Sale Shares then the Allocation Notice shall refer to such provision
      and shall contain a further invitation open for 28 days to those persons
      to whom Sale Shares have been allocated to apply for further Sale Shares
      and completion of the sales in accordance with the preceding paragraphs of
      this Article shall be conditional upon such provision as aforesaid being
      complied with in full.

13.6  In the event of all the Sale Shares not being sold under the preceding
      paragraphs of this Clause the Vendor may at any time within three calendar
      months after receiving confirmation from the Company (which shall not be
      unreasonably or unfairly withheld or delayed) that the pre-emption
      provisions herein contained have been exhausted (the "third party sale
      period") transfer any Sale Shares not sold to any person or persons at any
      price not less than the Transfer Price PROVIDED THAT:-

      13.6.1   the Board shall be entitled to refuse registration of the
               proposed transferee if he is or is reasonably believed by the
               Board to be a nominee for a person who is a competitor or
               connected with a competitor of the business of the Company or any
               of its subsidiaries and, if such transfer were registered, more
               than 10% of the issued Ordinary Shares would be held by or by
               nominees for competitors or persons connected with competitors of
               the business of the Company and its subsidiaries;

      13.6.2   if the Vendor stipulated in the Transfer Notice that unless all
               the Sale Shares were sold none should be sold, the Vendor shall
               not be entitled, save with the written consent of all the other
               members of the Company, to sell hereunder only some of the Sale
               Shares comprised in the Transfer Notice to such person or
               persons;

      13.6.3   the Board shall be reasonably satisfied that the Sale Shares are
               being sold in pursuance of a bona fide sale for not less than the
               Transfer Price without any deduction, rebate or allowance
               whatsoever to the purchaser and if not so satisfied may refuse to
               register the instrument of transfer.

13.7  If the Company shall not find a transferee for any or all of the Sale
      Shares in accordance with the foregoing provisions of this Agreement, the
      Company may, subject to the provisions of the Companies Act and this
      Agreement, and the Articles of the Company, exercise its power to purchase
      at the Transfer Price any of the Sale Shares comprised in the Transfer
      Notice for which a transferee has not been found.

14    PIGGYBACK RIGHTS

14.1  If any Vendor when acting alone or acting in concert with another
      Shareholder wishes to sell Shares to a bona fide purchaser at arms-length
      ("third party") which when aggregated with all other Shares held by the
      third party collectively constitute a majority of the Shares in issue
      (whether in one transaction or a series of transactions) then each of the
      other members (and any permitted transferee of SIL Shares) (each, a
      "Putting Shareholder") shall have the option (the "Piggyback Option") to
      require the Vendor to cause that third party or its nominee to purchase
      all of the Putting

                                       17
<PAGE>

      Shareholder's Shares or such lesser number of those Shares as the Putting
      Shareholder (in its absolute discretion) may specify.

14.2  A Putting Shareholder may exercise the Piggyback Option by giving notice
      to that effect (the "Piggyback Notice") to the Vendor specifying that the
      Vendor is required to cause to be purchased by the third party or its
      nominee all of the Putting Shareholder's Shares (the "Put Shares") or such
      lesser number of those Shares as the Putting Shareholder (in its absolute
      discretion) shall specify.

14.3  A Piggyback Notice, once given, is irrevocable but both the notice and all
      obligations under the notice will lapse if for any reason the Vendor does
      not transfer the Sale Shares to the third party.

14.4  The purchase price for the Put Shares shall be the price per Share to be
      paid by the third party to the Vendor in respect of the Sale Shares (the
      "put price"). Upon the exercise of the Piggyback Option in accordance with
      this Clause 14, each of the Putting Shareholders shall be bound to sell
      its Put Shares for a consideration equivalent per Share, to the
      consideration paid or to be paid to the Vendor plus such further amount
      equal to any other consideration (in cash or otherwise) received or
      receivable by the holders of such Shares which, having regard to the
      substance of the transaction as a whole, can reasonably be regarded as an
      addition to the price paid or payable for such Shares then in issue at a
      place and time specified by the Vendor and otherwise in accordance with
      this Article. In the event of a disagreement, the calculation of the price
      shall be referred to an umpire (acting as expert and not as arbitrator)
      nominated by the parties concerned (or in the event of disagreement as to
      nomination appointed by the President for the time being of the Institute
      of Chartered Accountants in England and Wales) whose decision shall be
      final and binding in the absence of manifest error.

14.5  Upon the exercise of the Piggyback Option in accordance with this Clause
      14, the Vendor shall be bound to take all reasonable steps to cause the
      Put Shares to be purchased by the third party or its nominee for the put
      price and otherwise in accordance with this Clause 14.

14.6  If the Vendor is unable to cause the third party or its nominee to buy all
      of the Put Shares at the put price (or at a greater price) and otherwise
      in accordance with this Clause 14, and to complete that purchase in
      accordance with this Clause 14, then the Vendor shall not be entitled to
      sell or otherwise transfer any of the Sale Shares to the third party.

14.7  Completion of the purchase by the third party of the Sale Shares and all
      of the Put Shares shall take place on the date that is specified for that
      purpose by the Vendor to the Putting Shareholders except that:-

          (a)  the Vendor may not specify a date that is less than 14 days after
               the date of the Piggyback Notice, or which occurs outside the
               third party sale period, and

          (b)  the date so specified by the Vendor shall be the same date as the
               date proposed for completion of the sale of the Sale Shares,

                                       18
<PAGE>

               unless all of the Putting Shareholders and the Vendor agree
               otherwise.

15    VERIFICATION

      For the purposes of ensuring that a transfer of Shares is duly authorized
      hereunder and that no circumstances have arisen whereby a Transfer Notice
      is required to be served hereunder, the Directors may from time to time
      require any member or past member or the personal representatives or
      trustee in bankruptcy, receiver or liquidator of any member or any person
      named as transferee in any instrument of transfer lodged for registration
      to furnish to the Company such information and evidence as the Directors
      may reasonably request regarding any matter which, in the reasonable
      opinion of the Directors, is relevant for the purposes of this Clause 15.
      Failing such information or evidence being furnished to the reasonable
      satisfaction of the Directors within a reasonable time after request, the
      Directors shall be entitled to refuse to register the transfer in question
      or, if no transfer is in question, to declare by notice in writing that a
      Transfer Notice shall have been deemed to have been served in respect of
      the shares concerned. If such information or evidence discloses that, in
      the reasonable opinion of the Directors, a Transfer Notice ought to have
      been served in respect of any Shares, the Directors may also by notice in
      writing declare that a Transfer Notice has been deemed to have been served
      in respect of the Shares concerned.

16    TERMINATION AND LIQUIDATION

16.1  Termination of this Agreement with respect to any party shall be without
      prejudice to the rights and obligations of any party accrued prior to such
      termination or under any provision which is expressly stated not to be
      affected by such termination including in respect of any prior breach of
      this Agreement and any right or obligation under Clause 2, 6, Clause 7 and
      Clause 8.

17    ENTIRE AGREEMENT

17.1  This Agreement (together with all agreements and documents executed
      contemporaneously with it or referred to in it) constitutes the entire and
      only agreement between the parties in relation to its subject matter and
      replaces and extinguishes all prior agreements, undertakings,
      arrangements, understandings or statements of any nature made by the
      parties or any of them whether oral or written (and, if written, whether
      or not in draft form) with respect to such subject matter. Each of the
      parties acknowledges that it is not relying on any statements, warranties
      or representations given or made by any of them in relation to the subject
      matter hereof, save those expressly set out in this Agreement, and that it
      shall have no rights or remedies with respect to such subject matter
      otherwise than under this Agreement (and the documents executed at the
      same time as it or referred to in it) save to the extent that they arise
      out of the fraud or fraudulent misrepresentation of the other party.

17.2  No variation of this Agreement shall be effective unless in writing and
      signed by or on behalf of a duly authorised representative of each party.

18    ASSIGNMENTS

                                       19
<PAGE>

18.1  This Agreement shall be binding on the parties and their respective
      successors and assigns.

18.2  The parties shall not be entitled to assign this Agreement or any of its
      rights and obligations under it except as permitted in this Agreement.

19    WAIVER OF RIGHTS, COMPROMISES

19.1  No exercise or failure to exercise or delay by either party in exercising
      any right power or remedy under this Agreement shall constitute a waiver
      by that party of any such other right power or remedy.

19.2  Either party may release or compromise the liability of the other or grant
      to such party time or other indulgence without affecting its rights in
      relation to the other party.

20    NO PARTNERSHIP

      The parties are not in partnership with each other nor are they agents of
      each other.

21    COSTS

      Each party shall bear its own costs in connection with the preparation and
      execution of this Agreement.

22    GOOD FAITH

22.1  All transactions entered into between the parties or any company
      controlled by them and the Company shall be conducted in good faith and on
      the basis set out or referred to in this Agreement or, if not provided for
      in this Agreement, as may be agreed by the parties and in the absence of
      such agreement on an arm's length basis.

22.2  Each party shall at all times act in good faith towards the other and
      shall use all reasonable endeavours to ensure that this Agreement is
      observed.

22.3  Each party will do all things necessary or desirable to give effect to the
      spirit and intention of this Agreement.

23    NOTICES

23.1  Form of notices

      Any communication to be given by the Company or by SIL, or by Non-SIL
      Shareholders 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 (including by courier) or by facsimile
      transmission.

23.2  Address and facsimile

      Such communication shall be sent to the address of the relevant party
      referred to in this Agreement or the facsimile number (where available)
      set out below or to such other address or facsimile number as may
      previously have been communicated to the

                                       20
<PAGE>

      other party in accordance with this clause. Each communication shall be
      marked for the attention of the relevant person.

      SIL - facsimile number                             +91 44 432 6295

      For the attention of                               CFO

      Company - facsimile number                         +44 1249 700725

      For the attention of                               Dr. Simon King

      - facsimile number                                 +44 1249 700725

      For the attention of each of the Non-SIL Shareholders (by name)

23.3  Deemed time of service

      A communication shall be deemed to have been served:

      23.3.1   if delivered by hand at the address referred to in clause 23.2,
               at the time of delivery; and

      23.3.2   if sent by facsimile to the number referred to in clause 23.2, at
               the time of completion of successful 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.

23.4  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
      confirmatory transmission report received.

23.5  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 23.1 provided that such notification shall only be effective on:

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

      23.5.2   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.

23.6  APPLICABILITY TO PROCEEDINGS

                                       21
<PAGE>

      For the avoidance of doubt, the parties agree that the preceding
      provisions of this Clause 19 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.

24    GOVERNING LAW AND JURISDICTION

24.1  This Agreement shall be governed by English law, and each of the parties
      hereby submits to the exclusive jurisdiction of the High Court of Justice
      in England and Wales.

25    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.

                                       22
<PAGE>

SIGNED by                     )
for and on behalf of          )
CRICINFO LIMITED              )
in the presence of:           )


SIGNED by                     )
for and on behalf of          )
SATYAM INFOWAY LIMITED        )
in the presence of:           )

SIGNED by                     )
DR. SIMON KING                )
in the presence of:           )

SIGNED by                     )
BADRINARAYANAN SESHADRI       )
in the presence of:           )

SIGNED by                     )
ALEXANDER BALFOUR             )
in the presence of:           )



SIGNED by                     )
PETER GRIFFITHS               )
in the presence of:           )

                                       23
<PAGE>

                                  SCHEDULE 1
                                  ----------

                                 SIL Consents
                                 ------------

Except to the extent specifically included in the then-current Business Plan,
which has been approved in accordance with Clause 3, and provided that SIL,
together with any member of the SIL Group, hold in aggregate more than ten per
cent (10%) of the issued Ordinary Shares, the Company shall not, except with the
prior written consent of SIL:

These consents are personal to SIL and members of the SIL Group

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 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:

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<PAGE>

13.1  its auditors; or

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 Non-SIL Shareholder who is an employee of the Company or a
      Subsidiary in circumstances in which it incurs or agrees to bear
      redundancy or other costs in excess of (Pounds)100,000 in total;

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                                  Schedule 2

                               Deed of Adherence

THIS DEED OF ADHERENCE is made on [       ]  by [                            ]
(the "Covenantor")

SUPPLEMENTAL to a Shareholders Agreement dated [        ] and made between
Cricinfo Limited, Satyam Infoway Limited and Non-SIL Shareholders (the
"Agreement").

The Covenantor covenants as follows:

1.   The Covenantor hereby confirms that it has been supplied with a copy of the
     Agreement and hereby covenants with each of the persons named in the
     Schedule to this Deed to observe and be bound by all of the terms of the
     Agreement which are capable of applying to the Covenantor and which have
     not been performed at the date of this Deed to the intent and effect that
     the Covenantor shall be deemed with effect from the date on which the
     Covenantor is registered as a member of Cricinfo Limited to be a party to
     the Agreement (as if named as a party to that Agreement).

2.   This Deed shall be governed by and construed in accordance with English law
     and the Covenantor hereby submits irrevocably to the exclusive jurisdiction
     of the English Courts (but accepts that this Deed may be enforced in any
     court of competent jurisdiction) and hereby appoints [      ] as its agent
     for service of all process in any proceedings in respect of the Agreement.

EXECUTED as a deed on the day and year first above written.

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<PAGE>

                                  Schedule 3

                             Nominated Competitors

                                  Rediff.com

                                 Indiainfo.com

                                  Zeenext.com

                                       27
<PAGE>

                                  Schedule 4

Name                                    Address

Dr Simon Lawson King                    123 Malmesbury Road
                                        Chippenham
                                        Wiltshire
                                        SN15 1PZ

Badrinarayaman Seshadri                 C 5 Krishna Terrace
                                        162 Lloyds Road
                                        Royapettah
                                        Chennai 600014
                                        India

Alexander Balfour                       19 Mysore Road
                                        London
                                        SW11 5RU

Peter Derrick Griffiths                 Blue Bell House
                                        2-4 Main Street
                                        Scredington
                                        Sleaford
                                        Lincolnshire
                                        NG34 0AE

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<PAGE>

                                  Schedule 5

               Outside Activities of the Management Shareholders

Peter Griffiths

Mr Griffiths is a committee member and a trustee of the Association of Cricket
Statisticians and Historians (the "ACS") . He has written a number of books and
articles for the ACS and regularly carries out research for them.  The ACS's web
pages are hosted by the Company.

Mr Griffiths  has written a book published by The Cricket Society and is working
on a sequel.

Limlow Book Limited acts as agent in the UK for the Pakistan Cricket Board
Annual, the Pakistan Cricketers Who's Who and the Zimbabwe year book and other
foreign cricket books. The Company also acts as agent for the supply of ACS data
to some games. Limlow acts as an agent in the UK for the distribution of PACS
newsletters and books, etc.

Peter Griffiths is a member of the following cricket societies/clubs, (an
asterisk denotes that the Company hosts the Web pages for that society/club):

     (i)     The Cricket Memorabilia Society*

     (ii)    The Association of Cricket Statisticians and Scorers of India.

     (iii)   The Pakistan Association of Cricket Statisticians (PACS)

     (iv)    The Association of Cricket Statisticians of Trinidad & Tobago

     (v)     The Wombwell Cricket Lovers Society*

     (vi)    The High Peak Cricket Society*

     (vii)   The Northern Cricket Society*

     (viii)  The Nottingham Cricket Lovers Society*

     (ix)    Middlesex County Cricket Club

     (x)     Nottinghamshire County Cricket Club

     (xi)    Cricket Society*

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<PAGE>

     (xii)  ACS*

Badri Seshadri

Mr Seshadri has helped in the setting up of Intercept Consulting Private Limited
(an internet advertising solutions company)

Alex Balfour

Alex Balfour does not have any relevant outside activities.

Simon King

Simon King is a member of the ACS and Marylebone Cricket Club.

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