<PAGE>

                                                                     EXHIBIT 4.4

                                                             Kotak Mahindra Bank

PRIVATE AND CONFIDENTIAL

Date: October 07, 2005

Ref. No. SME/011005/1068

Spheris India Private Limited
One HealthScribe Plaza
Koramangala Block 8
Bangalore - 560 095

For the kind attention of: Mr. R.J. Srinivas Murthy (Vice President - Finance &
Company Secretary)

Dear Sir,

Banking Facilities

We, Kotak Mahindra Bank Ltd. 227, Nariman Bhavan, 13th Floor, Nariman Point,
Mumbai 400 021 (herein after referred to as "KMBL") are pleased to inform
Spheris India Private Limited (herein after referred to as "SIPL") that the
following facilities have been sanctioned to you. The facilities are subject to
compliance with conditions attached as per Annexure-"A". This letter and
Annexure "A" supersede all our oral and written communication on this subject.

Facility-1

Facility                Export Packing Credit/PCFC

Limit                   USD 2 Mio (US Dollars Two Millions Only) #

Purpose                 To finance exports

Validity                October 01, 2006.

Tenor                   Maximum up to 120 days

Rate of Interest        LIBOR + 75 bppa payable on a monthly basis

                        LIBOR will be reset every 6 months

                        Interest to be recovered in USD at the USD exchange rate
                        prevailing on the last day of each month

                        The Interest will be debited to your current account
                        with KMBL on the last day of each month

Default / Penal Rate    Amounts unpaid on due date will attract additional
                        interest at 2.00% per month, compounded monthly.

Processing Charges      150 bppa of the Facility (50 bppa to be paid upfront)

Disbursement            1.  Disbursement only against an invoice and
                            acknowledged copies of Softex forms.

                        2.  Certified copies of Softex form to be submitted to
                            KMBL within 21 days of receipt by SIPL.

Repayment               Through collections from HealthScribe Inc., US. if
                        certified copy of Softex form is received before
                        collection of invoice, the PCFC facility, will be
                        liquidated with the post shipment FBD facility.
<PAGE>

Documentation           As prescribed by KMBL including,

                        1.  Duly accepted sanction letter for the Export Packing
                            Credit facility.

                        2.  Board Resolution of SIPL.

                        3.  Demand Promissory Note.

                        4.  Declaration cum undertaking as required u/s 10 (5),
                            chapter III of FEMA, 1999.

                        5.  Export Packing Credit Agreement.

                        6.  Refer Documentation clause under Common Conditions.

Covenants/Conditions    1.  KMBL reserves the right to undertake audit /
                            inspection of book debts by appointing an auditor or
                            by its own personnel at a 24 hour notice. Audit /
                            inspection will be undertaken at a quarterly
                            frequency. Cost of audit/ inspection to be borne by
                            SIPL.

                        2.  Facility will be reviewed for renewal at the end of
                            the validity period. SIPL to submit the data for
                            review at least 1 month before the expiry of the
                            validity period.

                        3.  The following charges will be levied, when
                            applicable, as prescribed by KMBL.

                            -   Overdue charges

                            -   Commitment fees

                        4.  Refer Other Conditions clause under Common
                            Conditions. Facility-1A

Facility                Foreign Bill discounting

Limit                   USD 2 Mio (US Dollars Two Millions Only) #

Purpose                 To finance exports

Validity                October 01, 2006.

Tenor                   Maximum up to 75 days

Rate of Interest        LIBOR + 75 bppa payable on a monthly basis

                        LIBOR will be reset every 6 months

                        Interest to be recovered in USD at the USD exchange rate
                        prevailing on the day of discounting

                        The Interest will be debited upfront to your current
                        account with KMBL

Default / Penal Rate    Amounts unpaid on due date will attract additional
                        interest at 2.00% per month, compounded monthly.

Documentation           As prescribed by KMBL including,

                        1.  Duly accepted sanction letter by SIPL.

                        2.  Following documents to accompany the application for
                            FBD facility:

                            a.  Declaration, cum undertaking as required u/s
                                10(5), chapter III of FEMA, 1999 in the KMBL's
                                format.

                            b.  Invoice

                            c.  Certified copies of Softex Form

                        3.  Refer Common Conditions for other documentation.

                                       2
<PAGE>

Covenants/Conditions    1.  Full recourse to SIPL.

                        2.  All remittances to be routed only through KMBL.
                            Repayments may be adjusted as per the
                            instructions of the SIPL unless they are
                            overdue in which case the remittances may be
                            used to retire the bills.

                        3.  Bank reserves the right to seek a status report
                            from the parent Company.

                        4.  Refer Common Conditions for other conditions.

# Combined outstanding under the Facility 1 and 1A not to exceed USD 2 Mio at
any point in time.

Facility-2

Facility                Forward Contracts

Limit                   INR 100.00 Lacs (Rupees One Hundred Lacs Only)

Purpose                 To hedge foreign currency exposure

Validity                October 01, 2006.

Fees                    The applicable fees will depend on the size of each
                        transaction.  All costs will be settled upfront.

Documentation           As prescribed by the KMBL including,

                        1.  Board Resolution with specimen signature list.

                        2.  Duly accepted copy of the sanction letter

                        3.  Risk Undertaking for entering into Forward Contracts
                            transaction in KMBL's format

                        4.  SIPL to furnish proof of underlying exposure which
                            is sought to be hedged, in a form acceptable to
                            KMBL.

                        5.  Deal confirmation slip, duly stamped and signed by
                            authorized signatory of SIPL.

                        6.  Refer Common Conditions for other documentation.

Other Conditions        1.  The Maximum size of the transaction will be as per
                            KMBL's policy.

                        2.  KMBL reserves the right to stop entering into any
                            further derivative contracts with SIPL at any point
                            of time.

                        3.  Forward Contracts would be booked only against a
                            request letter from the SIPL detailing the amount
                            and currency in which the forward contract has to be
                            booked.

                        4.  The maturity of the hedge should not exceed the
                            maturity of the expected receivables / payments.

                        5.  Refer Common Conditions for other conditions.

                                       3
<PAGE>

                                COMMON CONDITIONS

Security                Exclusive charge on the Fixed and Current Assets of SIPL
                        both present and future. Charge to be registered with
                        RoC (Form 8 & 13). RoC search report to be submitted to
                        KMBL before disbursement. The value of security so
                        offered shall be equal to USD 1 million during the
                        entire tenure of the facility.

Documentation           As prescribed by the KMBL including:

                        1.  Comprehensive insurance of fixed assets. KMBL to be
                            first loss payee. Copies of reviews insurance
                            policies to be submitted before the expiry of the
                            existing insurance. Penalty for non-submission to be
                            prescribed by KMBL insurance cost to be borne by
                            SIPL.

                        2.  Undertaking from SIPL to route the entire cash flows
                            through KMBL and have a primary banking relationship
                            with KMBL.

                        3.  Undertaking from the SIPL for:

                            a.  Non-dilution of equity without prior written
                                approval from KMBL. Written permission from KMBL
                                shall only be required for future pledges.

                            b.  No borrowings, secured or unsecured, from other
                                banks/institutions, without written permission
                                from KMBL.

                            c.  SIPL shall not provide the fixed and current
                                assets as security for any other facility
                                availed or to be availed by SIPL, without the
                                prior written consent of KMBL (negative lien)

                        4.  Hypothecation agreement.

Other Conditions        1.  Statement from SIPL on a monthly basis giving lines
                            transcribed and billing amount.

                        2.  Duly certified Copies of Soften forms to be
                            submitted within 4 months of submission of Softex
                            form to Software Technology Parks of India (STPI).
                            The certified copy of the Softex form should be
                            submitted to KMBL within 21 days of collection.

                        3.  Drawing power to be calculated with a margin of 25%
                            of net current assets.

                        4.  Monthly book debt statement (excluding book debts of
                            group companies other than holding company and book
                            debts > 120 days) statements to be submitted in the
                            prescribed format on or before 15th of the
                            succeeding month. SIPL to also provide details of
                            sundry creditors in the statement. Penalty for delay
                            to be prescribed by KMBL.

This letter and Annexure A, B and C are intended for your guidance and
information. Any legal relationship will be evidenced by documentation, which
will be prepared following your acceptance of the offer.

                                       4
<PAGE>

In. confirmation of your agreement to be bound by the conditions stipulated
herein please return the duplicate copy of this letter duly signed by the
authorised signatories of your Company to KMBL's Credit Administration, at 227,
Nariman Bhavan, 13th Floor, Nariman Point, Mumbai 400 021, India for the
attention of Mr. Raghu Bangalorekar within 7 days from the date of this letter,
after which this offer will lapse. .

We assure you of our best services at all times.

Warm Regards,

For Kotak Mahindra Bank Limited,
/s/ Saikat Pathak
Saikat Pathak
Associate Vice President

I/We hereby acknowledge receipt of your sanction letter no. SME/011005/1068 and
annexures dated October 07, 2005 of which this a copy.

We accept and agree to be bound by the terms and conditions contained therein.

For and on behalf of Spheris India Private Limited,

FOR SPHERIS INDIA PRIVATE LIMITED

/s/
Authorized Signatory

Place:

Date:

                                       5
<PAGE>

                                   ANNEXURE A

Other conditions        KMBL reserves the light to revoke or cancel the facility
                        sanctioned and/or vary, alter, modify or rescind, amend
                        Or change at any time any one or more of the terms and
                        conditions of the facility at KMBL's discretion with
                        such notice as KMBL may deem reasonable and without
                        assigning any reasons.

                        Please note that the provision of this facility is at
                        the total discretion of KMBL and any request for
                        extension / enhancement / renewal of this facility /
                        limit is at the discretion of KMBL and on fulfillment of
                        terms and conditions as prescribed by KMBL.

Cross Default Clause    In addition to any general lien or similar right to
                        which KMBL is in law generally entitled, the Bank may at
                        its discretion use and enforce its right of set-off and
                        cross default between all the facilities sanctioned to
                        you.

                        For the purposes of cross default:

                        "Indebtedness of SIPL means any indebtedness in respect
                        of monies borrowed or liabilities contracted (including
                        under guarantees, indemnities, hire purchase and
                        leasing) of SIPL towards KMBL and shall be deemed to
                        include any indebtedness of any associate/affiliate of
                        SIPL or a person or entity related to SIPL, towards KMBL
                        and any indebtedness of SIPL and/or of any
                        associate/affiliate of SIPL or a person and entity
                        related to SIPL towards any subsidiary/
                        associate/affiliate company of KMBL

                        You agree and confirm that KMBL may at its absolute
                        discretion appropriate any payments made by you under
                        this facility towards another agreement or transaction
                        entered into by, you and/or towards any other
                        Indebtedness of SIPL and such appropriation shall be
                        final and binding upon you and you shall continue to
                        remain liable to KMBL for payment of dues under this
                        facility in respect of which such sums of money were so
                        paid but were appropriated towards another agreement or
                        transaction entered into by you or towards another
                        Indebtedness of SIPL. In addition, you hereby expressly
                        give KMBL the power to sell/transfer or otherwise
                        dispose of any and all security created in favour of
                        KMBL under the security documents or deposited with KMBL
                        or under its possession or control and appropriate the
                        same towards satisfaction of amounts due to KMBL on
                        account of another agreement or transaction entered into
                        by you and/ or the Indebtedness of SIPL.

                        It is also agreed, acknowledged and understood by you
                        that if you commit a default under this Facility than
                        such default shall be and

                                       6
<PAGE>

                        deemed to be a default of all the other facilities
                        availed of by you and notwithstanding anything contrary
                        elsewhere contained in any writing or otherwise, and
                        KMBL shall regard all borrowings by you as immediate due
                        and a able and KMBL shall be entitled to recall all the
                        facilities granted to you and also utilize and enforce
                        any mortgage, charge, pledge, hypothecation, lien or any
                        other security interest ("Security") created and
                        subsisting as on date towards recovery of its dues under
                        the facilities.

Taxes, Levies etc       All charges / fees and any amounts payable under this
                        facility/facilities by SIPL to KMBL as mentioned herein
                        do not include any applicable taxes, levies including
                        service tax etc. and all such impositions shall be borne
                        by the Customer additionally.

Stamp duty &            To be borne by SIPL
Documentation charges
etc

Reports                 SIPL by accepting this sanction letter authorise KMBL to
                        furnish information about SIPL and its accounts with
                        KMBL to credit rating agencies, other creditors, and all
                        others who may request KMBL for such information.

                                       7
<PAGE>
                                   Annexure B

              RISK DISCLOSURE STATEMENT FOR DERIVATIVE TRANSACTIONS

THIS STATEMENT DOES NOT PURPORT TO DISCLOSE ALL OF THE RISKS AND OTHER RELEVANT
CONSIDERATIONS OF ENTERING INTO DERIVATIVE TRANSACTIONS. IT IS UNDERSTOOD THAT
KOTAK MAHINDRA BANK LIMITED DOES NOT ACT AS A FINANCIAL ADVISER IN RELATION TO
ANY DERIVATIVE TRANSACTIONS THAT Spheris India Private Limited (hereinafter
referred to as "Company") INTENDS TO ENTER 1 HAS ENTERED INTO WITH IT. IT IS
UNDERSTOOD THAT THE COMPANY HAS OBTAINED AN INDEPENDENT CONFIRMATION THAT THE
DEAL PRICE IS ACCORDING TO MARKET LEVELS.

INTRODUCTION

It is understand that before the Company enters into any derivative transaction
it has considered:

     -    The purpose the Company wishes to achieve in entering into the
          derivative transaction

     -    The risks involved in the derivative transaction.

     -    Tile suitability of the derivative transaction to the Company.

     -    Regulatory approval that may be needed.

The Company commits and acknowledges that, it has gone carefully through 'all
the risks as described below. The company also accepts that the risks in such
transactions are not limited to those shown here.

THE PURPOSE OF THE DERIVATIVE TRANSACTION

Derivative Transactions are typically entered into in connection with an
underlying liability' or asset for the purpose of reducing risks or costs.

RISKS-OF DERIVATIVE TRANSACTIONS.

"The specific risks of a derivative transaction will depend upon the precise
terms of that derivative transaction and the individual circumstances of the
Company.

The general categories of risk in derivative transactions can be categorized as
follows:

Market Risk - It means that adverse and unanticipated market economic and
political development that rapidly worsens the risk profile and market value of
derivative transactions. Due to the volatile nature of the markets the Company
understands that the transaction might also lead to high losses, which could not
be pre-determined at the time the transaction is entered into and Kotak Mahindra
Bank Ltd does not accept any responsibility for the same.

Basis Risk - The derivative transaction does not match properly with the
underlying liability or asset.

Operational Risk - The appropriateness of the Company's internal risk management
systems and controls to monitor risks on an on-going basis throughout the
lifetime of the derivative

                                       8
<PAGE>

transaction. Kotak Mahindra Bank is not aware of either the appropriateness of
the transaction or the risk management system followed by the Company. It may
not be possible for the Company to unwind the transaction easily due to
limitations of counter party or the market conditions. Kotak Mahindra Bank does
not undertake to help unwind the transaction for the Company at a later stage.

Legal, Regulatory & Tax Risks - The enforceability of contractual obligations,
compliance with regulatory requirements and taxation treatment of derivative
transactions. By undertaking the derivative transactions the Company undertakes
and warrants that It has complied with all regulatory and legal requirements as
laid down by the RBI or relevant laws. The Company is aware that under existing
RBI regulations Corporates are not permitted to indulge in speculative
derivative transactions. Thus the Company seeks to hedge an existing balance
sheet exposure and the size of the transaction at any point of time shall not
exceed the size of the underlying exposure which is sought to be hedged. By
agreeing to undertake the transaction Kotak Mahindra Bank does not guarantee or
warrant either express or implied the permissibility of such transactions in so
far as they apply to the Company.

OMNIBUS DECLARATION

-    We hereby declare that we would furnish Kotak Mahindra Bank Limited the
     information regarding the underlying Balance Sheet exposure, Maturity Date
     of Exposure. Amount of Hedge and other details as given below, within 2
     days of the conclusion of each such deal.

-    We hereby declare that the swap deal value is not more than the underlying
     transaction which is hedged and have not entered swap agreement for the
     same transaction with any other bank.

-    We hereby declare that in case of the underlying liability being
     terminated / repaid before the maturity of the derivative transaction the
     company shall communicate the same in writing to Kotak Mahindra Bank Ltd.
     so that -the derivative transactions can also be terminated.

-    We hereby declare that the Board of the Company has drawn up a risk
     management policy, arranged for semi annual review of the operations and an
     annual Audit of the transactions to ensure compliance with regulations.

SUITABILITY OF DERIVATIVE TRANSACTIONS

The Company has considered the appropriateness of derivative transactions in the
light of its own experience. if any, and its objectives. The Company has ensured
that it has the financial capacity and legal capacity to enter into derivative
transactions by regulations and laws applicable to its country of incorporation
and that it has conferred necessary authority and power of the Board (by
resolution of the Board of Directors) to any named persons to enter into
derivative transactions on its behalf and shall be binding upon the Company. The
Company has independently assessed the suitability of the derivative transaction
that it proposes to enter and by entering into the transaction confirms that it
has assessed independently the financial and legal risks of the transaction and
is prepared to assume the economic consequences of the same.

                                       9
<PAGE>

REGULATORY APPROVALS

The Company shall only undertake such derivative transactions as permitted by
the laws of the country applicable to it including the RBI guidelines.

Derivative transactions shall only be undertaken to hedge the actual liabilities
of the Company and the amount of derivative transactions shall not exceed the
underlying liability. By undertaking a derivative transaction the Company is
committing to the bank that it is acting within the applicable laws and
regulations.

DOCUMENTATION

Unless otherwise notified to the Company by the Bank, all derivative
transactions shall be subject to the International Swaps and Derivatives
Association 1992 Master Agreement ("ISDA Agreement"). Company may in future,
enter into with the bank, new ISDA on the mutual acceptable terms.

The Company will also submit to Kotak Mahindra Bank Limited immediately the
certified true copy of relevant Board Resolution 1 Power of Attorney authorizing
such transactions and authorizing designated persons to undertake the
transactions on behalf of the Company.

The Company shall sign and return the duplicate of the Deal Confirmation / Long
form ISDA deal confirmation and the required documents immediately. If any terms
of the documents or the derivative transactions are unclear the Company may
consult its professional adviser and the cost shall be borne solely by the
Company.

The Company further confirms that the deals done by it will be subject to market
conventions laid down by FIMMDA.

                                       10
<PAGE>

<TABLE>
<CAPTION>
Sr. No   Document Type
<S>      <C>
  1      Certified Co of the Memorandum and Articles of Association
  2      Duly accepted sanction letter.
  3      Board resolution of SIPL.
  4      Demand Promissory Note.
  5      Declaration cum undertaking as required u/s 10 (5), chapter III of FEMA, 1999.
  6      Export Packing Credit Agreement.
  7      Undertaking from SIPL to route the entire cash flows through KMBL
         and have a primary banking relationship with KMBL.
  8      Undertaking from the SIPL For:
              a. Non-dilution of equity without written permission from
                 KMBL. Written permission from KMBL shall only be required
                 for future pledges.
              b. No borrowings, secured or unsecured, from other
                 banks/institutions, without written permission from KMBL
              c. Shall not provide the fixed and current assets of SIPL as
                 security for any other facility availed or to be availed
                 by SOPL, without the written consent of KMBL. (negative lien)
  9      Hypothecation agreement.
  10     ROC registered Form 8 & 13
  11     Risk Undertaking for entering into Forward Contracts transaction in KMBL's format
  12     The SIPL to furnish proof of underlying exposure which is sought to be hedged, in a
         form acceptable to KMBL.
  13     Deal confirmation slip, duly stamped and signed by authorized signatory of SIPL.
  14     Any other documents as prescribed by KMBL.
</TABLE>

                                       11
<PAGE>

                              DEED OF HYPOTHECATION

THIS UNATTESTED DEED OF HYPOTHECATION made at Bangalore this 10th day of
November, 2005 by the party more particularly described in the First Schedule
hereto 11 hereinafter referred to as "the Borrower" (which expression shall
unless it be repugnant to the context or meaning thereof, be deemed to mean and
include, (when the Borrower is

      (a)   an individual, mean and Include his or her hems, executors,
            administrators and permitted assigns,

      (b)   a firm, mean and Include the partner or partners for the time being
            of the said firm, the survivor or survivors of them and the heirs,
            executors and administrators of the last survivor, his/her/their
            permitted assigns

      (c)   a company, mean and include its successors

      (d)   a Hindu undivided family or a Hut: firm mean and include all its
            coparceners,

      (e)   an Association corporate or incorporate, include its successors and
            assigns and all members and their respective heirs, executors,
            administrators and permitted assigns)

And

KOTAK MAHINDRA BANK LTD., a banking Company incorporated under the provisions of
the Companies Act 1956, and having been granted banking license under the
provisions of Section 5(c) of the Banking Regulation Act, 1949(10 of 1949) and
having its registered office at 36-38A Nariman Bhavan, 227, Hartman Point,
Mumbal 400 021 and a branch office amongst other places at Bangalore,
hereinafter referred to as "the Bank (which expression shall unless It be
repugnant to the context or meaning thereof , be deemed to mean and include its
successors and assigns

WHEREAS

      (i)   The Bank has agreed to lend and advance various facilities (more
            particularly described in the First Schedule hereto) hereinafter
            collectively referred to as the Facilities" upon the terms and
            conditions Contained in the respective Facility Agreements entered
            into between the Borrower and the Bank whereby the Bank.

      (ii)  It has been stipulated as one of the conditions of the Facilities
            that the Borrower shall secure the due repayment of the Facilities
            and payment of interest, commission and charges thereon and all
            monies payable there under by a charge by way of hypothecation over
            its moveable assets of the Borrower both present and future.

      (iii) In fulfillment of the said condition of the Facility Agreements, the
            Borrower has by these presents created the security of a charge by
            way of hypothecation in

                                       12
<PAGE>

            favour of the Bank over the moveable assets of the Borrower In the
            manner hereinafter mentioned.

NOW This AGREEMENT WITNESSETH AS FOLLOWS:

1.    In consideration of the Bank having agreed to grant/granted/sanctioned in
      favour of the Borrower/s the Facilities a5 mentioned In the First Schedule
      hereunder written, and to secure the due repayment thereof together with
      interest and all costs, charges and expenses that may be incurred by the
      Bank and all other monies that may be due to the Bank in respect of the
      Facilities from time to time, the Borrower/s do hereby hypothecates and
      charge in favour of the Bank by way of a first charge over the movable
      assets of the Borrower/s more particularly described in the Second
      Schedule (all of which are hereinafter called the hypothecated
      properties").

2.    The hypothecated properties are hypothecated as security for the due
      repayment by the Borrower/s to the Bank at any time on demand at
      ____________ Branch of the amount -outstanding under the Facilities
      referred to in the First Schedule hereunder written with Interest at the
      rates stipulated and ell costs (between attorney and client), charges and
      expenses incurred by the sank for the preservation, protection, defence
      and perfection of this security or for attempted or actual realisations
      thereof. And also for due repayment of all present and future indebtedness
      and liabilities or tare Borrower/s to the Bank of any kind in any manner
      whether solely or jointly primary or collateral accrued or accruing with
      all relative Interest charges, costs (between attorney and client) and
      expenses.

3.    So long as any monies are outstanding under the Facilities mentioned in
      the First schedule hereunder written, the Borrower/s shall pay to the Bank
      interest at the rates Stipulated in the First Schedule hereunder written
      against each of the said facilities mentioned therein.*

4.    The Bank shall be entitled to vary/change-the rate of interest or to
      charge an additional or penal rate by either sending to the Borrower/s an
      intimation in that regard or by publishing the change of interest rates in
      any newspaper or by publication on the notice board of the Bank. It is'
      agreed that it will not be necessary for the Bank to send Intimation of
      change of rate of Interest to the Borrower/s and publication either in the
      newspaper or on the notice board will be sufficient and the Borrowers will
      be deemed to have consented to such change. The Borrower/s hereby
      specifically agrees/agree to pay interest at the rates as may be revised
      from time to time.

5.    In default of payment of interest at any point of time, whilst the said
      facility is subsisting as staled above the same shall be capitalized and
      added to the principal and shall be treated as an advance to the
      Borrower/s secured by the hypothecation hereby created and the Bank will
      be entitled to charge interest at the aforesaid rate on the amount of the
      debit

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

* The Bank shall not be entitled to vary the interest rate and charge a higher
or additional or penal rate of interest to the Borrower/s
weekly/monthly/quarterly/half yearly rates except in the event of any change as
per regulatory/statutory guidelines that may be so adviced to ____________ from
the component authority from time to time.

                                       13
<PAGE>

      balance inclusive or Interest not paid be the Borrower/s and hence
      capitalized as aforesaid. The Bank shall further be entitled to charge
      penal Interest on such defaulted amount and to capitalize and add such
      amount of penal interest to the principal and Interest amount due.

6.    The amounts to be allowed to remain outstanding by the Bank in respect of
      the Facilities mentioned in the First Schedule hereunder written, shall
      not exceed the limit mentioned therein but the Bank shall have an absolute
      discretion to determine how much amount out of the aforesaid limit it will
      advance and or allow to be outstanding from time to time in the said
      account and the Bank shall be at liberty to close the account and refuse
      to allow further drawings thereon at any time without any previous flake
      to the Borrower/s. The hypothecation and charge created by this Agreement.
      Shall however, remain valid and subsisting regardless of the closure of
      any of the said accounts/facilities by the Bank till such time as all
      amounts due under the Facilities together with interest, costs, charges
      and expenses and all other moneys due are repaid to the Bank in full.

7.    The Borrower/s hereby declares/declare and agrees/agree that finance
      provided from time to time under the Facilities mentioned In the First
      Schedule hereunder written shall be applied by the Borrower/s only for the
      purpose for which the same is granted and no part of it shall be applied
      by him/her/it for any other purposes or any other activities of the
      Borrower/s.

8.    The Borrower declares that the hypothecated assets now in existence are
      the absolute and unencumbered property of the Borrower at the sole
      disposal of the Borrower except as may be otherwise mentioned herein, and
      that all the hypothecated assets which may hereafter belong to the
      Borrower shall likewise be the absolute and unencumbered property of the
      Borrower with full power of disposition over the same.

9.    The Borrower agrees and undertakes to do and execute or cause to be dome
      and executed at its own cost and expense all such acts, deeds, assurances
      and things as may be required by the Bank for further assuring and
      confirming the security hereby created and the rights, powers and remedies
      hereby conferred, failing which it shall be lawful for (but not obligatory
      upon) the Bank to do and execute or cause to be done and executed at the
      cost and expense of the Borrower, all such acts, deeds, assurances and
      things as an attorney for and on behalf of the Borrower, and for the
      purpose, the Borrower hereby irrevocably appoints the Bank to be its
      attorney for and in the name of the Borrower to do and execute all that
      the Borrower ought to do and execute uncer these presents.

10.   Subject to the proviso following and the Bank's powers conferred by this
      security, the Borrower/s may in the ordinary course of business sell and
      dispose of any of the hypothecated properties. But the Borrower/s shall on
      any and every such sale on receipt of the documents or sale proceeds
      deliver the documents or pay the net sale proceeds In satisfaction so far
      as the same will extend to the balance then clue and owing on the account
      kept by the Bank in respect of the Facilities PROVIDED that me Borrower/s
      shall not sell and/or transfer and/or alienate and/or encumber and/or
      create third party right/s in favour of any one else in respect of and/or
      recover and/or realize any of the hypothecated properties upon being
      prohibited in writing by the Bank from doing so.

                                       14
<PAGE>

11.   The narrower/s shall on a monthly/quarterly basis furnish to the Bank full
      particulars of all the assets of the Borrower/s and of the hypothecated
      properties and shall at all times allow the Bank or the authorized agent
      of the Bank inspection of the hypothecated properties and of all records
      of the Borrower/s In reference thereto and shall allow the Bank/s or its
      agent to value the same. All costs, charges and expenses incurred by the
      Bank of and incidental to such inspection and valuation shall be paid to
      the Bank, forthwith on demand (the Bank's statement being conclusive) and
      until payment, shall with interest at the rate levied on the Facilities be
      a charge upon the hypothecated properties. Any such valuation shall be
      conclusive and binding on the Borrower/s..

12.   The Borrower/s shall at all times during the continuance of this security
      keep and maintain such margin of security in favour of the Bank
      (hereinafter called the said margin) as hereinafter mentioned. *(The
      Borrower/s shall not at any time operate for draw against the account .so.
      as to cause the debit balance on such account at any time to exceed ______
      per cent, or such other percentage as the Bank may have from time to time
      fixed of the cost or Market value (market value as found, by the Bank)
      whichever is lower of the hypothecated properties.) If and so often as the
      said margin shall fail to be maintained, then the Borrower/s shelf
      forthwith (as the Bank may require) either hypothecate to the Bank further
      properties or tangible moveable property approved by the Bank and of
      sufficient value to make up the deficiency and adhere to the terms and
      conditions herein or as the Bank may at such time stipulate or shall
      reduce the amount for the time being due to the Bank by a cash payment so
      as to maintain the said margin.

* Please strike out if not applicable.

13.   The Borrower/s further declares/declare that so long as he/she/It/they
      continue to be indebted or liable to the Bank In the above account or in
      any other account or manner, he/she/it/they will not without the previous
      written consent of the Bank create or attempt to create in favour of any
      other person any lien, charge, pledge, mortgage or other encumbrances over
      all or any of the hypothecated properties or over other similar assets
      whatsoever which the Borrower/s may acquire hereafter, ranking either in
      priority to or, pan passu with or subsequent to the security in favour of
      the Bank and will not borrow any moneys against the said hypothecated
      properties from any other person without the previous consent in writing
      of the Bank save to the extent as permitted expressly in writing by the
      Bank or as stated hereinbefore.

14.   The Borrower/s shall at his/her/its/their own expense keep the said
      hypothecated properties in marketable state and good and substantial
      repair and condition and in thorough working order and will not make any
      alterations therein without the previous written consent of the Bank.

15.   The Borrower/s shall at his/her/Its/their own expense keep the said
      hypothecated properties in good condition and shall insure the same
      against any loss or damage by theft, fire, lightening, earthquake,
      explosion, riots, chill commotion, strike, cyclone, tempest, flood, war,
      pilferage and such other risks as may be required by the Bank from time to
      time with an Insurance Company or Companies as may be approved by the Bank
      and/or as may be prescribed In law so as to ensure that the security
      created in favour of

                                       15
<PAGE>

      the Bank hereunder Is in ea way prejudiced. The Borrower/s shaft assign in
      favour of the Bank such insurance policies taken out by him/her/it/them
      and maintain such insurance throughout the continuance of the security
      created hereunder. The Borrower/s shall duly and punctually pay all the
      premium and such policies as and when due and shelf deliver to the Bank
      the original renewal receipts thereof. The Borrower/s shall not do or
      permit to be done anything by reason of which such Insurance may be
      cancelled.

16.   In the event of the Borrower's/s' default the Bank may (but shall not be
      bound to) condition and render marketable the properties or effect or
      renew such Insurance. Any premium paid by the Bank and any costs charges
      and expenses incurred by the Bank shelf be repaid on demand forthwith and
      shall until repayment with interest at the rate aforesaid be a charge on
      the hypothecated properties. All sums received under such insurance shall
      be applied in or towards liquidation of the amount for the time being due
      to Bank.

17.   The Borrower/s shall pay all rents, rates, taxes, outgoings and other
      charges in relation to the hypothecated properties and in respect of
      godowns and other premises in which the hypothecated properties are stared
      or may be kept. The Borrower/s snail also ensure that such godowns and
      other premises are fully insured against toss or damage from fire, theft,
      civil commotion, riot and such other risks as the Bank directs and shall
      produce the policies of insurance to the Bank whenever required. The
      Borrower/s shall also ensure that the godowns or other premises are not
      attached or otherwise encumbered by any act or omission of the Borrower/s.

18.   That if any amount is received From an Insurance Company under any policy
      or policies of insurance, the amount so realized may at the discretion of
      the Bank be utilized in replacement of the host or damaged hypothecated
      properties or In liquidation of the Liability of the Borrower/s to the
      Bank under these presents.

19.   The Borrower hereby agrees to indemnify the Bank. from and against all
      claims, demands, actions and proceedings, and losses, damages, hosts,
      charges and expenses that may be suffered, sustained or incurred by the
      Bank In connection with the protection, defence, perfection and
      enforcement of the security hereby created or for the recovery of any
      monies hereby secured and for all suits and proceedings of whatever nature
      for recovery of such monies or in which the Bank may be joined as a party
      or otherwise Involved by reason of existence of the security in its favour
      and the Borrower shall on demand pay all such costs, charges and expenses
      to the Bank.

20.   It is expressly undertaken hereby by the Borrower's that he/she/it/they
      shall himself/herself/itself/themselves of his/her/its/their own accord
      take all steps like initiation of filing claims or furnishing necessary
      information to the Bank/Insurance Company without being called upon of
      details of loss/damage for any reasons whatsoever.

21.   That the Bank shall be entitled to adjust, settle and compromise in any
      manner whatsoever including any .reference to arbitration at the
      Borrower's/s' cost any dispute arising under or in connection with any
      such policy of Insurance and the Borrower/s shall

                                       16
<PAGE>

      cooperate with the Bank in regard thereto and such adjustment, settlement,
      compromise or any award made or decision given in any such arbitration or
      otherwise shall be valid and binding on the Borrower/s and the Bank shall
      also be entitled to receive all monies payable under any such insurance or
      under any claims made thereunder and to issue a valid receipt therefore
      and that the amounts so received shall be credited to the said account and
      that the Borrower/s will not raise any question that the large sum might
      or ought to have been received or be entitled to raise any dispute on the
      balance if any of the said account after such credit.

22.   In the event of rejection of claim by the insurance Company either in
      whole/part On account of loss/damage to the hypothecated properties, the
      Borrower/s shall be liable to repay the Bank the entire outstanding
      liability without requiring the Bank to proceed in the first instance
      against the Insurance company and to make the demand on him/her/it/them
      only in the event of non-settlement of the claim. The Bank may at as
      absolute discretion take legal action against the Insurance Company at the
      Borrower's/s' cost and responsibility without being under any obligation
      to do so or require the Borrower/s himself/herself/itself/themselves to
      take action.

23.   If the Bank does not lodge any claim under the policy within the time
      limit prescribed under such policy, the Bank will not be liable to the
      Borrower/s for not filing any claim or suit for recovery of the Insured
      amount against the Insurance Company or any other person.

24.   The Borrower/s undertakes/undertake to get the charge created under this
      Deed registered within the Stipulated time frame where registration. is
      necessary under any law for the time being in force and get the Bank's
      lien also registered wherever permissible or required under any law or
      rule in force for time being and furnish to the Bank documentary evidence
      thereof.

25.   The Borrower/s shall if so required by the Bank cause and in default the
      Bank may cause a board or label with the name of the Bank legibly and
      distinctly written or engraved or embossed thereon to be placed and at all
      times maintained in a conspicuous position upon and within all godowns or
      other places of storage into or upon which any of the hypothecated
      properties for the time being are stored or lying.

26.   If the Borrower/s shall fail to carry out and perform any of the
      obligations under this Deed or commit breach of any of the terms hereof or
      if after execution hereof, any circumstance shall occur which in the sole
      judgement of the Bank is prejudicial to or imperils or is likely to
      prejudice or imperil this security then the Bank. If it thinks fit, shall
      be entitled at the risk and expense of the Borrower/s without any notice
      at any time or time after such occurrence and such sole judgement to enter
      (and for that purpose to do any necessary thing) any place where the said
      hypothecated properties may be and to inspect value insure and/or take
      charge and/or possession of all or any part of the hypothecated
      properties. And if there shall be any default of the Borrowers in payment
      of any money hereby secured or the performance of any obligation to the
      Bank hereunder or if any circumstance shall occur which in the opinion of
      the Bank shall be prejudicial to or shall endanger or be likely to
      endanger this security the Bank shall be entitled to seize

                                       17
<PAGE>

      recover receive appoint receivers of or remove and/or sell by public
      auction or private contract or otherwise dispose of or deal with all or
      any part of the hypothecated properties. And to enforce realize settle
      compromise and deal with any rights aforesaid without being bound to
      exercise any of this powers or being liable for any losses in the exercise
      thereof and without prejudice Co the Bank's rights and remedies of suits
      or otherwise and notwithstanding there may be any pending sulk or other
      proceeding, the Borrower/5 hereby undertakes/undertake to transfer and
      deliver to the sank all relative contracts securities, bazaar chits bills,
      notes, kindles and documents and agrees/agree to accept the Bank's account
      of sales and realization and to pay any shortfall or deficiency thereby
      shown. And if the net sum realized by such sale shall be insufficient to
      pay the amount secured the Bank shall be at liberty to apply any other
      money or moneys In the hands of the Bank standing to the credit of or
      belonging to the Borrower/s in or towards the payment of the Balance and
      in the event of there being still a deficiency, the Borrower/s shall
      forthwith pay such deficiency, PROVIDED THAT nothing herein contained
      shall in any manner prejudice or effect the Bank's remedy against the
      person of the Borrower/s.

27.   The Borrower/s shall on demand deliver to the Bank the keys of any place
      in which any of the hypothecated properties may from time to time be
      stored. In default the Bank may take any necessary steps to open and close
      the said place without any further notice. At anytime after taking
      possession the Bank may place the said godown or godowns or other place or
      places of storage in charge of a clerk or clerks and/or representative/s
      who shall hold the possession of the hypothecated properties. The
      Borrower/s shall pay regularly on or before the first of every month the
      monthly salaries and expenses of such clerks and representative/s
      including traveling, board and housing accommodation cost and expenses of
      or in connection with the sending at any time of a representative or
      representatives of the Sank to such place or places to inspect the said
      hypothecated properties and the fees and expenses of an appraiser or
      valuers. Any moneys payable by the Borrower/s (under this clause Shall
      until payment by the Borrower/s) be debited to the Borrower/s in the said
      Current Account and be payable accordingly and shall until payment be
      treated as an advance secured by this agreement.

28.   In the event of there being a surplus available of the net proceeds of
      such sale after payment in full of the balance cue to the Bank it shall be
      lawful for the Bank to return and apply the said surplus together with any
      other money or moneys belonging to the Borrower/s for the time being in
      the hands of the Bank In or under whatever accounts as far as the tame
      shall extend against in or towards payment or liquidation of any and all
      other moneys which shall be or may become due from the Borrower/s whether
      solely or jointly with any other person or persons, firm or company to the
      Bank by way of loan discounted, bills, letters of credit, guarantees
      charges or of any other debits or liability Including bills, notes,
      credits and other obligations current though not then due or payable or
      other demands legal or equitable which the Bank may have against the
      Borrower/s or which the law of set-off or mutual credit would in any case
      admit and whether the Borrowers shall become or be adjudicated bankrupt or
      insolvent or be In liquidation or otherwise with interest thereon from the
      date on which any and all advances in respect thereof shall have been made
      at the rate or respective rate at which the same shall have been advanced.

                                       18
<PAGE>

29.   If after the settlement of all claims of the Bank against the Borrower/s
      any surplus shall remain, the Bank shall pay such surplus to the
      Borrower/s.

30.   Notwithstanding anything contained in any law for the time being in force,
      the Borrower/s agrees/agree and confirms/confirm that the Bank shall not
      be in any way be liable or responsible for any loss, damage or depredation
      which the hypothecated properties or the godowns or other places of
      storage wherein the hypothecated properties are lying may suffer or
      sustain an any account whatsoever while the same are in possession of the
      Bank during the continuance of this Deed or thereafter and all such damage
      or depreciation shall be wholly to be on account of the Borrower/s
      howsoever the same have been caused nor shall the Bank be responsible for
      any shortage resulting from theft or pilferage or otherwise however
      notwithstanding that the hypothecated properties may be in the possession
      of or under the control of the Bank.

31.   This security shall be a continuing security for the balance from time to
      time due by the Borrower/s to the Bank on the Facilities and the
      Facilities are not to be considered as closed for the purpose of this
      security and the Security not to be considered exhausted by reason of the
      Facilities being brought to credit at any time or from time to time or of
      its being drawn upon to the full extent and afterwards brought to credit,
      and the charge of the Bank on the hypothecated properties will continue
      unaffected until the Facilities are terminated and all monies due
      hereunder are repaid In full.

32.   Nothing herein contained shall prejudice any other security present or
      future or any right or remedy available to the Bank against the
      Borrower/s, its/their/ partners, guarantors or other person liable to pay
      or contribute towards the recovery of the monies due by the Borrower/s to
      the Bank hereunder.

33.   The security hereby created shall be available to the Bank as collateral
      security for the recovery of any monies due or becoming due by the
      Borrower/s or any of its/their partners under any other facilities.

34.   No change whatsoever in the constitution of the Borrower/s shall impair or
      discharge the liability of the Borrower/s to the Bank hereunder.

35.   If and whenever this security shall be held by the bank for the
      Borrower's/s' liability to the Sank for any third party's obligations to
      the Bank, then the Bank shall be free without reference to the Borrower/s
      to deal, and the Borrower/s hereby consents/consent to the Bank dealing
      with the principal debtor and with any securities obligation or decrees
      and generally to act as if the Borrower/s was/were primarily liable and to
      give time or other indulgence or make any variation, without thereby in
      any manner impairing or prejudicing the Bank's rights against the
      Borrower/s who declares that the liability of the Borrower/s shall be
      deemed that of a co-promiser with such third party.

36.   The Borrower/s shall indemnify and keep indemnified the Bank against an
      claims, costs, losses and expenses that may be incurred by the Bank by
      reasons of any act or default on the part of the borrower/s.

37.   The Borrower/s shall reimburse the Bank all costs and expenses incurred by
      the Bank in.

                                       19
<PAGE>

      the negotiation, preparation, stamping, execution, administration and
      enforcement of this Deed as also any security documents and/or the rights
      of the Bank hereunder or thereunder.

38.   It is hereby expressly agreed that the bank shall be at liberty to assign
      the debt and the benefit of this Deed and the securities and the
      Borrower/s shall if and whenever required by the Bank to do so at the
      Borrower's/s' own expense do and execute and join in doing and executing
      all such acts, things, deeds, documents or assurances, as the Bank may
      require for the effectuation of such assignment.

39.   The Borrower/s hereby irrevocably appoints/appoint the Bank through any of
      its officers as his/her/its attorney and authorizes the Bank to act for
      and in the name of the Borrower/s to do whatever the Borrower/s may be
      required to do under this Deed and generally to use the name of the
      Borrower/s in exercise of or any of the powers conferred under this Deed
      on the bank and the Borrower/s shall bear the expenses that maybe incurred
      in this regard.

40.   All notices, requests or other communications given by the Bank to the
      Borrower/s shall be given in writing at the address specified hereinbelow:

             Name:       Mr. R.J. Srinivas Murthy
             Address:    One Spheris Plaza
                         Koramangala Block 8
                           Banagalote-560095
             Fax No.:    080-257815345

Each notice, request or other communication given at the address mentioned
hereinabove or at such other address as may have been notified by the Borrower/s
to the Bank shall be effectual, notwithstanding any change of residence or
death, and such demand shall be deemed to be duly served upon the Borrower/s, as
the case may be, shall be given by post or by overnight courier, 24 hours after
such communication is posted or deposited with the overnight courier for
delivery as the case maybe, and it shall be sufficient to prove that the letter
containing the demand was properly addressed and put into the Post Office,
notwithstanding that the notice may not In fact have been received by the
Borrower/s or that the address to which it is dispatched may have ceased to be
the Borrower's/s' address.

41.   Arbitration

      Unless the same fails within the jurisdiction of the Debts Recovery
      Tribunal established under the Recovery of Debts Due To Banks and
      Financial Institutions Act, 1993, any and all claims and disputes arising
      out of or in connection with this Agreement or its performance shall be
      settled by arbitration by a single Arbitrator to be appointed by the
      Lender, The arbitration shall be held in Mumbal.

                                       20
<PAGE>

42.   Jurisdiction

      In the event that the claim or dispute does not fall within the
      jurisdiction of the Debts Recovery Tribunal established under the Recovery
      of Debts Due To Banks and Financial Institutions Act, 1993, for the
      purposes of arbitration mentioned in Clause (41), the Courts aforesaid, or
      if law does not permit the same, the Courts of the city in which the
      concerned branch Is situated, shall have exclusive jurisdiction in
      relation to this Agreement, the arbitration and all matters arising in
      connection herewith and therewith.

IN WITNESS WHEREOF the Parties /have executed these presents at Bangalore on
the 10th day of November, 2005.

SIGNED AND DELIVERED

By Spheris India Pvt Ltd
By the hands Mr. R.J. Srinivas Murthy
its / Authorized Signatory

SIGNED AND DELIVERED

By KOTAK MAHINDRA BANK LIMITED

By the hands of Mr./ Ms.___________

Its Authorised Signatory


*PLEASE DELETE IF COMMON SEAL IS NOT BE AFFIXED. IF COMMON SEAL IS BEING AFFIXED
 THEN THE SAME MUST BE IN CONFORMITY WITH THE MEMORANDUM & ARTICLES OF
 ASSOCIATION OF THE COMPANY.

                                       21
<PAGE>

                      THE FIRST SCHEDULE ABOVE REFERRED TO

       (Particulars of said facilities granted/continued to the Borrower/s
                                  by the Bank)

<TABLE>
<S>                                 <C>
1) Name of Borrower                 Spheris India Pvt. Ltd.

2) Address for Notice               One Spheris Plaza,
                                    Koramangala, Block 8,
                                    Bangalore - 560 095

3) Date of Facilities' Agreements   Export Packing Credit Facility Agreement dated 10th November 2005
                                    Sanction Letter dated 7th October 2005
                                    Foreign Bill Purchase Agreement dated 10th November 2005

4) Facilities                       Export Packing Credit - USD 2.00 million
                                    Foreign Bill Discounting - USD 2.00 million
                                    Both the Facilities are interchangeable with each other and the limits
                                    under both Facilities shall in no event exceed US$ 2.00 million (US
                                    Dollars Two Million Only).
                                    Forward Contracts -- Rs. 100.00 Lacs
5) Purpose of Facilities            EPC - To finance exports
                                    FBD, - To finance exports
                                    Forward Contracts - To hedge foreign currency exposure

6) Interest                         EPC & FBD -- LIBOR + 75 bppa payable on a monthly basis
                                    LIBOR will be reset every 6 months.
                                    Interest to be recovered in USD at the USD exchange rate prevailing on
                                    the last day of each month

7) Interest Rate Upon Default       Amounts unpaid on due date will attract additional interest at 2.00%
                                    per month, compounded monthly.

8) Repayment                        The Facilities shall be repaid from and out of the moneys owing and
                                    payable to the Borrower from HEALTHSCRIBE INC. USA.

                                    In the event that the certified true copy of the SOFTEX forms are
                                    received (before the invoice) then the facility shall be liquidated
                                    out of the Foreign Bills Purchase Facility so made available by the
                                    Bank to the Borrower.
</TABLE>

                                       22
<PAGE>

<TABLE>
<S>                                 <C>
9) Security                         Exclusive charge on the movable Fixed and Current Assets of the
                                    Borrower both present and future. The value of security so offered
                                    shall be equal to U.S. $1,000,000 only during the entire tenure of the
                                    Facility.

                                    As security for the due repayment, discharge and redemption of the
                                    Facilities so sanctioned by the Bank to the Borrower, the Borrower is
                                    required to create security in favour of the Bank in respect of the
                                    current and fixed assets of the Borrower. Notwithstanding anything
                                    to the contrary contained in this agreement or deed (or any schedule
                                    hereto), including any provision permitting the Bank to ask for
                                    additional collateral or to make additional advances secured by
                                    collateral provided by the Borrower, the Bank agrees that under no
                                    circumstances shall the maximum of obligations, indebtedness or other
                                    liabilities (however incurred, whether under this agreement or deed or
                                    any other agreement or deed between the Borrower and the Bank Or
                                    otherwise) (the "Obligations") that are secured in any way (Including
                                    by mortgage, pledge, hypothecation or otherwise) (a "Lien") by assets
                                    or property of the Borrower or any of its affiliates, including
                                    insurance proceeds (the "Collateral") exceed U.S. $1,000,000 in the
                                    aggregate. To the extent such Obligations exceed U.S.$1,000,000 the
                                    Bank may determine which Obligations shall have the benefit of the
                                    Lien on the Collateral. Regardless of the foregoing, without prejudice
                                    to the extent of security provided to be provided by the Borrower as
                                    hereinbefore stated the Borrower shall at all times be liable to repay
                                    all amounts lent and advanced by the Bank to the Borrower up to the
                                    extent of monies so advanced / to be advanced by the Bank to the
                                    Borrower including all costs, charges, expenses which the Borrower
                                    is liable to pay in terms of the Facilities so mentioned herein.
</TABLE>

                                       23
<PAGE>

                      THE SECOND SCHEDULE ABOVE REFERRED TO

                (Description of the hypothecated moveable assets)

The whole of the Borrower's moveable assets, both present and future, pertaining
to its units at Bangalore and Coimbatore including:

      (I) book-debts, receivables, outstanding moneys, claims, demands, bills,
contracts, engagements and securities belonging to or held by the Borrower and
which are now due and owing or accruing and which may at any time hereafter
during the continuance of the security may become due and owing to the Borrower;

      (ii) stocks of raw materials, finished and semi-finished goods, goods in
process and consumable stores, which are now lying or stored in or which may
hereafter from time to time during the continuance of the security be lying or
stored in or brought into or be in or about the factories and godowns of the
Borrower or warehouses wherever situated;

      (iii) moveable plant and machinery, equipment, appliances, furniture,
vehicles, machinery spares and stores, tools and accessories, whether or not,
installed; and

      (iv) related moveables in the course of transit or delivery whether now
belonging or which may hereafter belong to the Borrower or which may be held by
any person at any place within or outside India to the order or disposition of
the Borrower and all documents of title Including bills of lading, shipping
documents, policies of insurance and other Instruments and documents relating to
such moveables together with benefits of all rights thereto.

                                       24
<PAGE>

                                 THIRD SCHEDULE

                          (ORDER OF PRIORITY OF CHARGE)

The charge hereby created in favour of the Bank over the hypothecated assets
shall rank as a first charge in the following order of priority:

<TABLE>
<CAPTION>
                                                     Date of Creation   Amount Secured
                                                         of Charge        by Charge
                                                     ----------------   --------------
<S>                                                  <C>                <C>
(1) Pari passu with the charge(s) created/to be
created thereover by the Borrower in favour of the
following financial institution(s)/bank(s):

Not applicable

(2) Exclusive charge in favour of the Bank over
the current assets and moveable fixed assets
present and future belonging to the Borrower:

Kotak Mahindra Bank Limited
                                                     USD 2 Million
Export packing Credit

Foreign Bill Purchase                                USD 2 million

[Both the facilities are interchangeable with each other and the limits under
both Facilities shall in no event exceed US$ 2.00 million (US Dollars Two
Million Only)]

Forward Contract                                     Rs. 100 lacs

(3) Prior and paramount over charge(s) created/
to be created by the Borrower in favour of:

Not applicable

(4) Second and subservient to the charges
created/ to be created by the Borrower in favour
of:

Not applicable
</TABLE>

                                       25
<PAGE>

                             DEMAND PROMISSORY NOTE

       USD 2,000, 000/-                                 10th-NOVEMBER, 2005

ON DEMAND WE, Spheris India Pvt. Ltd. promise to pay KOTAK MAHINDRA BANK LIMITED
or order at their office in Bangalore the sum of USD 2,000,000/- (Two million US
Dollars only) with interest thereon @ 6M LIBOR + 75 BPPA per annum with monthly
rests for value received / at such other rate of interest that may be re-set
from time to time and as applicable at the time of demand.

FOR SPHERIS INDIA PVT. LTD.

/s/ R.J. Srinivas Murthy

AUTHORISED SIGNATORY

                                       26