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                                                                    Exhibit 10.4

                               VIRTUSA CORPORATION

                             2000 STOCK OPTION PLAN
                    AMENDED & RESTATED AS OF APRIL 17, 2002

1.   PURPOSES OF THE PLAN.

     The purposes of this 2000 Stock Option Plan of Virtusa Corporation, a
Delaware corporation (the "Company"), are to promote the interests of the
Company and its stockholders by strengthening the Company's ability and that of
its Subsidiaries to attract, motivate, and retain employees, directors,
Consultants and advisors of exceptional ability and to provide a means to
encourage stock ownership and a proprietary interest in the Company to selected
employees, directors, Consultants and advisors of the Company upon whose
judgment, initiative, and efforts the financial success and growth of the
business of the Company largely depend.

2.   DEFINITIONS.

          (a) "Acquisition " means

               (i) a merger, reorganization or consolidation between the Company
          and another person or entity (other than a holding company or Parent
          or Subsidiary of the Company) as a result of which the holders of the
          Company's outstanding voting stock immediately prior to the
          transaction hold less than a majority of the outstanding voting stock
          of the surviving entity immediately after the transaction,

               (ii) the sale, transfer, or other disposition of all or
          substantially all of the Company's assets to one or more persons
          (other than any wholly owned Subsidiary) in a single transaction or
          series of related transactions, or

               (iii) the direct or indirect sale or exchange in a single or
          series of related transactions by the stockholders of the Company of
          more than 50% of all of the Common Stock of the Company to an
          unrelated person or entity as a result of which the holders of the
          Company's outstanding voting stock immediately prior to the
          transaction hold less than a majority of the outstanding voting stock
          of the surviving entity immediately after the transaction.

          (b) "Act" means the Securities Act of 1933, as amended.

          (c) "Award" or "Awards" shall include Incentive Stock Options,
     Nonqualified Stock Options, Restricted Stock, and Unrestricted Stock, or
     any combination of the forgoing.

          (d) "Board" means the Board of Directors of the Company or its
     successor entity.

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          (e) "Code" means the Internal Revenue Code of 1986, as amended, and
     related rules, regulations and interpretations.

          (f) "Committee" means the Compensation Committee of the Board;
     provided, that the Board by resolution duly adopted may at any time or from
     time to time determine to assume any or all of the functions of the
     Committee under the Plan, and during the period of effectiveness of any
     such resolution, references herein to the "Committee" shall mean the Board
     acting in such capacity.

          (g) "Common Stock" means the common stock of the Company, par value
     $.01 per share.

          (h) "Company has the meaning specified in Section 1.

          (i) "Consultant" means a person engaged to provide consulting or
     advisory services (other than as an employee or director) to the Company or
     its Subsidiaries, provided that the identity of such person, the nature of
     such services or the entity to which such services are provided would not
     preclude the Company from offering or selling securities to such person
     pursuant to the Plan in reliance on either the exemption from registration
     provided by Rule 701 under the Act or, if the Company is required to file
     reports pursuant to Section 13 or 15(d) of the Exchange Act, registration
     on a Form S-8 Registration Statement under the Act.

          (j) "Covered Employee " has the meaning specified in Section 4(b).

          (k) "Eligible Person" means any person who is an employee (including
     officers and employee directors), director, Consultant or advisor of the
     Company or any Subsidiary.

          (l) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended and in effect from time to time.

          (m) "Fair Market Value" means the value of a share of Common Stock as
     of the relevant time of reference, as determined in good faith by the
     Committee without regard to any restriction other than a restriction which,
     by its terms, will never lapse; provided, however: (i) if the Common Stock
     is then traded on a national securities exchange, the Fair Market Value on
     any given date shall not be less than the last reported closing price of a
     share of Common Stock on such securities exchange; (ii) if the Common Stock
     is then traded on the Nasdaq National Market System, the Fair Market Value
     on any given date shall not be less than the last reported closing price of
     the Common Stock as reported on such system; or (iii) if the Common Stock
     is admitted to quotation on the Nasdaq National Market System, the Fair
     Market Value on any given date shall not be less than the average of the
     highest bid and lowest asked prices for the Common Stock reported for such
     date or, if no bid and asked prices were reported for such date, for the
     last day preceding such date for which such prices were reported; provided
     further that, if the date for which the Fair Market Value is determined is
     the first

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     day when trading prices for the Common Stock are reported on the Nasdaq
     National Market System or trading on a national securities exchange, the
     Fair Market Value shall be the "Price to the Public" (or its equivalent)
     set forth on the cover page for the final prospectus relating to the
     Company's Initial Public Offering. After the Initial Public Offering, if
     the relevant date does not fall on a day on which the Common Stock has
     traded on the Nasdaq National Market System or on a national securities
     exchange or market, the date on which the Fair Market Value shall be
     established shall be the last day on which the Common Stock was so traded
     prior to the relevant Date, or such other appropriate day as shall be
     determined by the Committee, in its discretion.

          (n) "Incentive Stock Option" means an option designated and intended
     to qualify as an "incentive stock option" under Section 422(b) of the Code.

          (o) "Initial Public Offering" means the consummation of the first
     fully underwritten, firm commitment public offering pursuant to an
     effective registration statement under the Act, other than on Forms S-4 or
     S-8 or their then equivalents, covering the offer and sale by the Company
     of its equity securities or such other event as a result of or following
     which the stock shall be publicly held.

          (p) "Nonqualified Stock Option" means an Option that is not designated
     as an Incentive Stock Option or which does not qualify as an Incentive
     Stock Option.

          (q) "Option" means an Incentive Stock Option or a Nonqualified Stock
     Option.

          (r) "Option Agreement" means a written agreement between the Company
     and a Participant setting forth the terms, conditions and restrictions of
     the Option granted to the Participant and any shares of Common Stock
     acquired upon the exercise thereof. An Option Agreement may consist of a
     "Notice of Grant of Stock Option" and a form of "Stock Option Agreement"
     incorporated therein by reference, or such other form or forms as the
     Committee may approve from time to time.

          (s) "Outside Director" has the meaning specified in Section 4(b).

          (t) "Parent" means any parent of the Company as defined in Section
     424(e) of the Code.

          (u) "Participant" means any Eligible Person selected to receive an
     Option pursuant to Section 5 or any Permitted Transferee.

          (v) "Permitted Transferee" means any member of a Participant's
     immediate family, a trust for the benefit of such family members, a
     partnership in which such family members are the only partners, or a
     limited liability company in which such family members are the only
     members.

          (w) "Plan" means this 2000 Stock Option Plan as set forth herein and
     as amended and/or restated from time to time.
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          (x) "Restricted Stock" has the meaning specified in Section 7(a).

          (y) "Restricted Stock Agreement" means a written agreement between the
     Company and a Participant setting forth the terms, conditions and
     restrictions of an award of Restricted Stock granted to the Participant and
     any shares of Common Stock subject thereto.

          (z) "Section 260.140.45" has the meaning specified in Section 3(d).

          (aa) "Service Relationship" means a Participant's employment or
     service with the Company or its Subsidiary, whether in the capacity of an
     employee, director or a Consultant. Unless otherwise determined by the
     Committee, a Participant's Service Relationship shall not be deemed to have
     terminated merely because of a change in the capacity in which the
     Participant renders service to the Company or a transfer between locations
     of the Company or its Subsidiaries or a transfer between the Company and
     any Subsidiary, provided that there is no interruption or other termination
     of the Service Relationship. Subject to the foregoing and Section 10 below,
     the Company, in its discretion, shall determine whether the Participant's
     Service Relationship has terminated and the effective date of such
     termination.

          (bb) "Subsidiary" means any subsidiary of the Company as defined in
     Section 424(f)of the Code.

          (cc) "Unrestricted Stock" has the meaning specified in Section 8(a).

          (dd) "10% Owner Optionee" means an individual who owns or is deemed to
     own (by reason of the attribution rules of Section 424(b) of the Code) more
     than 10% of the combined voting power of all classes of stock of the
     Company or any Parent or Subsidiary.

3.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

          (a) Subject to adjustment in accordance with the provisions of Section
     11 below, the maximum aggregate number of shares of Common Stock reserved
     and available for issuance under the Plan shall be 6,000,000 shares.

          (b) The shares of Common Stock to be delivered under the Plan will be
     made available, at the discretion of the Committee, from authorized but
     unissued shares of Common Stock and/or from previously issued shares of
     Common Stock reacquired by the Company.

          (c) For purposes of the limitation set forth in Section 3(a) above,
     the shares of Common Stock underlying any Award which is forfeited,
     canceled, reacquired by the Company, satisfied without the issuance of
     Common Stock or otherwise terminated (other than by exercise) shall be
     added back to the shares of Common Stock available for issuance under the
     Plan.

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          (d) Notwithstanding the foregoing, at any time that the offer and sale
     of securities pursuant to the Plan is subject to the compliance with
     Section 260.140.45 of Title 10 of the California Code of Regulations
     ("Section 260.140.45"), the total number of shares of Common Stock issuable
     upon the exercise of all outstanding Awards (together with options,
     restricted stock or unrestricted stock outstanding under any other stock
     option plan of the Company) and the total number of shares of Common Stock
     provided for under any stock bonus or similar plan of the Company shall not
     exceed thirty percent (30%) (or such higher percentage limitation as may be
     approved by the stockholders of the Company pursuant to Section 260.140.45)
     of the then outstanding shares of the Company as calculated in accordance
     with the conditions and exclusions of Section 260.140.45.

4.   ADMINISTRATION OF THE PLAN.

          (a) The Plan will be governed by and interpreted and construed in
     accordance with the internal laws of the State of Delaware (without
     reference to principles of conflicts or choice of law). The captions of
     sections of the Plan are for reference only and will not affect the
     interpretation or construction of the Plan.

          (b) The Plan will be administered by the Committee, which shall
     consist of not less than two directors; provided, however, that if each
     member of the Committee is not a "Non-Employee Director" within the meaning
     of Rule 16b-3(a)(3) of the Exchange Act, then any Awards granted to
     individuals subject to the reporting requirements of Section 16 of the
     Exchange Act shall be approved by the Board. Notwithstanding the foregoing,
     after the end of the reliance period as defined in Treasury Regulation
     1.162-27(f) following the Company's Initial Public Offering, Awards granted
     to "Covered Employees" which might reasonably be anticipated to result in
     the payment of employee remuneration that would otherwise exceed the limit
     on employee remuneration deductible for income tax purposes pursuant to
     Section 162(m) of the Code shall be approved by a Committee composed solely
     of two or more "Outside Directors" (each within the meaning of Section
     162(m) of the Code).

          (c) The Committee has and may exercise such powers and authority as
     may be necessary or appropriate for the Committee to carry out its
     functions as described in the Plan. The Committee shall make all
     determinations required under the Plan, including the Eligible Persons to
     whom, and the time or times at which, Awards may be granted, the exercise
     price or purchase price (if any) of each Award, whether each Option is
     intended to qualify as an Incentive Stock Option or a Nonqualified Stock
     Option, and the number of shares subject to each Award. The Committee also
     has authority (i) to interpret the Plan, (ii) to determine the terms and
     provisions of the Awards, (iii) to determine and modify from time to time
     the terms and conditions, including restrictions, not inconsistent with the
     terms of the Plan, of any Award, which terms and conditions may differ
     among individual Awards and Participants, (iv) to approve the form of
     written agreements evidencing the Awards, and (v) to make all other
     determinations necessary or advisable for Plan administration. The
     Committee has authority to prescribe, amend, and

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     rescind rules and regulations relating to the Plan. All interpretations,
     determinations, and actions by the Committee will be final, conclusive, and
     binding upon all parties.

          (d) No member of the Committee will be liable for any action taken or
     determination made in good faith by the Committee with respect to the Plan
     or any Awards granted under it.

          (e) The Committee, in its discretion, may delegate to the Chief
     Executive Officer, President and/or the Chief Financial Officer of the
     Company all or part of the Committee's authority and duties with respect to
     the granting of Awards at Fair Market Value to individuals who are not
     subject to the reporting and other provisions of Section 16 of the Exchange
     Act or Covered Employees. The Committee may revoke or amend the terms of a
     delegation at any time but such action shall not invalidate any prior
     actions of the Committee's delegate or delegates that were consistent with
     the terms of the Plan.

5.   GRANTS.

          (a) The Committee shall determine and designate from time to time
     those Eligible Persons who are to be granted Awards, the type of Award to
     be granted and the number of shares covered thereby or issuable upon
     exercise thereof. Each Award will be evidenced by a written agreement which
     shall be in such form as the Committee may from time to time approve;
     provided that, agreements issued to Eligible Persons need not be identical.

          (b) Awards may be granted to employees, directors, Consultants and
     advisors of the Company and its Subsidiaries (including prospective
     employees, directors, Consultants and advisors to whom Awards are granted
     in connection with written offers of employment or other service with the
     Company or its Subsidiaries) who are responsible for, or contribute to, the
     management, growth or profitability of the Company and its Subsidiaries as
     are selected from time to time by the Committee, in its sole discretion.

          (c) No 10% Owner Optionee will be eligible for the grant of an
     Incentive Stock Option; provided that, if at the time such Incentive Stock
     Option is granted, its exercise price is at least 110% of the Fair Market
     Value of the Common Stock and, by its terms, it is not exercisable after
     the expiration of five years from the date of grant, then such 10% Owner
     Optionee may be granted an Incentive Stock Option.

          (d) Incentive Stock Options may be granted only to employees of the
     Company or any Subsidiary; provided, however, an Incentive Stock Option may
     be granted to a prospective employee upon the condition that such person
     becomes an employee and such grant shall be deemed granted effective on the
     date that such person commences service with the Company or its
     Subsidiaries, with an exercise price determined as of such date in
     accordance with Sections 5(c) and 6(a).

          (e) No Incentive Stock Options shall be granted under the Plan after
     May 4, 2010.
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6.   TERMS AND CONDITIONS OF OPTIONS.

          (a) Subject to Section 5(c) and 5(d) above, the price at which Common
     Stock may be purchased by a Participant under an Option shall be determined
     by the Committee; provided, however, that the exercise price under an
     Incentive Stock Option shall not be less than 100% of the Fair Market Value
     of the Common Stock on the date of grant of such Option. Notwithstanding
     the foregoing, an Incentive Stock Option may be granted with an exercise
     price lower than the minimum exercise price per share set forth herein and
     in Sections 5(c) and 5(d) above if the Incentive Stock Option is granted
     pursuant to an assumption or substitution for another option in a manner
     qualifying under Section 424(a) of the Code.

          (b) Each Option shall be exercisable at such time or times, during
     such periods, and for such numbers of shares as shall be determined by the
     Committee and set forth in the applicable Option Agreement evidencing the
     Option. A Participant shall have no rights of a stockholder with respect to
     any shares covered by an Option until the date of the issuance of a
     certificate for the shares for which the Option has been exercised (as
     evidenced by an appropriate entry on the books of the Company or of a duly
     authorized transfer agent of the Company). No adjustment shall be made for
     dividends, distributions or other rights which the record date is prior to
     the date such certificate is issued, except as provided in Section 11
     below. Subject to Section 5(c) above, the term of each Option shall expire
     no later than the 10th anniversary of its date of grant.

          (c) Options may be exercised in whole or in part, by giving written
     notice of exercise to the Company, specifying the number of shares of
     Common Stock to be purchased. Payment of the exercise price may be made by
     one or more of the following methods to the extent provided in the Option
     Agreement:

                    (A) in cash, by certified or bank check, or other instrument
               acceptable to the Committee in U.S. funds payable to the order of
               the Company;

                    (B) if permitted by the Committee in its sole and absolute
               discretion (x) at the time of grant if the Option is an Incentive
               Stock Option or (y) at any time if the Option is a Nonqualified
               Stock Option, by the Participant delivering to the Company a
               promissory note (which may be recourse or partially recourse to
               the Participant) in a form approved by the Committee; provided
               that at least so much of the exercise price as represents the par
               value of the Common Stock shall be paid other than with a
               promissory note if otherwise required by state law;

                    (C) after the closing of the Company's Initial Public
               Offering, if permitted by the Committee, (x) through the delivery
               (or attestation to ownership) of shares of Common Stock held by
               the Participant for the requisite period necessary to avoid a
               charge to the Company's earnings for financial reporting purposes
               and valued at Fair Market Value on the

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               exercise date, or (y) by the Participant delivering to the
               Company a properly executed exercise notice together with
               irrevocable instructions to a broker to promptly deliver to the
               Company cash or a check payable and acceptable to the Company to
               pay the exercise price; provided that, in the event the
               Participant chooses such payment procedure, the Participant and
               the broker shall comply with such procedures and enter into such
               agreements of indemnity and other agreements as the Committee
               shall prescribe as a condition of such payment procedure; or

                    (D) any combination of the payment methods set forth in
               clauses (A), (B), and (C) above.

          Payment instruments will be received subject to collection. No
     certificates for shares of Common Stock so purchased will be issued to the
     Participant until the Company has completed all steps required by law to be
     taken in connection with the issuance and sale of such shares, including,
     without limitation, obtaining from Participant payment or provision for all
     withholding taxes due as a result of the exercise of the Option. The
     delivery of certificates representing the shares of Common Stock to be
     purchased pursuant to the exercise of an Option will be contingent upon
     receipt from the Participant (or a purchaser acting in his or her stead in
     accordance with the provisions of the Option) by the Company of the full
     exercise price for such shares and the fulfillment of any other
     requirements contained in the Option Agreement or applicable provisions of
     law. If the Participant chooses to pay the exercise price by delivery of
     previously owned shares of Common Stock by the attestation method set forth
     in clause (C)(x) above, the shares of Common Stock transferred to the
     Participant upon the exercise of the Option shall be net of the number of
     the shares of Common Stock delivered.

          (d) To the extent that the aggregate Fair Market Value (determined as
     of the date the Incentive Stock Option is granted) of the number of shares
     of Common Stock with respect to which Incentive Stock Options are
     exercisable for the first time by a Participant in any calendar year (under
     all option plans of the Company, its Parent and/or its Subsidiaries)
     exceeds $100,000 (or such other limit as may be required by the Code) such
     Incentive Stock Options shall constitute Nonqualified Stock Options. For
     purposes of this Section 6(d), Incentive Stock Options shall be taken into
     account in the order in which they were granted. If pursuant to the above,
     an Incentive Stock Option is treated as an Incentive Stock Option in part
     and a Nonqualified Stock Option in part, the Participant may designate
     which portion of the Option the Participant is exercising. In the absence
     of such designation, the Participant shall be deemed to have exercised the
     Incentive Stock Option portion of the Option first.

          (e) No Option shall be transferable by a Participant otherwise than by
     will or by the laws of descent and distribution and all Options shall be
     exercisable, during a Participant's lifetime, only by the Participant, or,
     in the event of the Participant's incapacity, by the Participant's legal
     representative or guardian. Notwithstanding the foregoing, the Committee,
     in its sole discretion, may provide in the Option Agreement

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     regarding a given Nonqualified Option that a Participant may transfer,
     without consideration for the transfer, his or her Nonqualified Stock
     Option to any Permitted Transferee; provided that such Permitted Transferee
     agrees in writing with the Company to be bound by all of the terms and
     conditions of this Plan and the applicable Option Agreement.

          (f) Shares of Common Stock issued pursuant to Options may be subject
     to a right of first refusal, one or more repurchase options, or other
     conditions and restrictions as determined by the Committee and set forth in
     the applicable Option Agreement. The Company shall have the right to assign
     to any person at any time any repurchase right it may have, whether or not
     such rights is then exercisable.

7.   RESTRICTED STOCK AWARDS.

          (a) The Company may, pursuant to an Award of Restricted Stock, sell,
     at par value or such greater purchase price as determined by the Committee,
     in its sole discretion, shares of Common Stock subject to such restrictions
     and conditions as the Committee may determine at the time of grant, which
     purchase price shall be payable in cash or, if permitted by the Committee
     at the time of grant of such Award, by promissory note (which may be
     recourse or partially recourse to the Participant), in a form approved by
     the Committee; provided that, at least so much of the purchase price as
     represents the par value of the Stock shall be paid other than with a
     promissory note if required by state law. Conditions may be based on
     continuation of a Service Relationship and/or achievement of
     pre-established performance goals and objectives or such other terms as may
     be determined by the Committee in its sole discretion. The grant of
     Restricted Stock is contingent on the Participant executing a Restricted
     Stock Agreement. The terms and conditions of each such Restricted Stock
     Agreement shall be determined by the Committee and such terms and
     conditions may differ among individual Awards and Participants.

          (b) Upon execution of the Restricted Stock Agreement and payment of
     any applicable purchase price, a Participant shall have the rights of a
     stockholder with respect to the voting of the Restricted Stock, subject to
     any conditions contained in the Restricted Stock Agreement. Unless the
     Committee shall otherwise determine, certificates evidencing the Restricted
     Stock shall remain in the possession of the Company until such Restricted
     Stock is vested as provided in Section 7(d) below, and the Participant
     shall be required, as a condition of the grant, to deliver to the Company a
     stock power endorsed in blank.

          (c) Restricted Stock may not be sold, assigned, transferred, pledged
     or otherwise encumbered or disposed of except as specifically provided
     herein or in the Restricted Stock Agreement. Shares of Common Stock issued
     pursuant to an award of Restricted Stock may be subject to a right of first
     refusal, one or more repurchase options, or other conditions and
     restrictions as determined by the Committee and set forth in the applicable
     Restricted Stock Agreement. The Company shall have the right to assign to
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     any person at any time any repurchase right it may have, whether or not
     such right is then exercisable.

          (d) The Committee at the time of grant shall specify the date or dates
     and/or the attainment of pre-established performance goals, objectives and
     other conditions on which Restricted Stock shall become vested, subject to
     such further rights of the Company or its assigns as may be specified in
     the Restricted Stock Agreement.

          (e) The Restricted Stock Agreement may require or permit the immediate
     payment, waiver, deferral or investment of dividends paid on the Restricted
     Stock..

8.   UNRESTRICTED STOCK AWARDS.

          (a) The Committee may, in its sole discretion, grant or sell an
     Unrestricted Stock Award to any Participant, pursuant to which such
     Participant may receive shares of Common Stock free of any vesting
     restrictions ("Unrestricted Stock") under the Plan. Unrestricted Stock
     Awards may be granted or sold as described in the preceding sentence in
     respect of past services or other valid consideration.

          (b) The right to receive shares of Unrestricted Stock on a deferred
     basis may not be sold, assigned, transferred, pledged or otherwise
     encumbered, other than by will or the laws of descent and distribution.

9.   TAX WITHOLDING.

          (a) Each Participant shall, no later than the date as of which the
     value of an Award or of any Common Stock or other amounts received
     thereunder first becomes includable in the gross income of the Participant
     for federal income tax purposes, pay to the Company, or make arrangements
     satisfactory to the Committee regarding payment of, any federal, state,
     foreign, or local taxes of any kind required by law to be withheld with
     respect to such income. The Company and its Subsidiaries shall, to the
     extent permitted by law, have the right to deduct any such taxes from any
     payment of any kind otherwise due to the Participant.

          (b) Subject to approval by the Committee, a Participant may elect to
     have the minimum required tax withholding obligation satisfied, in whole or
     in part, by (i) authorizing the Company to withhold from shares of Common
     Stock to be issued pursuant to any Award a number of shares with an
     aggregate Fair Market Value (as of the date the withholding is effected)
     that would satisfy the withholding amount due, or (ii) transferring to the
     Company shares of Common Stock owned by the Participant with an aggregate
     Fair Market Value (as of the date the withholding is effected) that would
     satisfy the withholding amount due. The Fair Market Value of any shares of
     Common Stock withheld or tendered to satisfy any such tax withholding
     obligation shall not exceed the amount determined by the applicable minimum
     statutory withholding rates.

10.  LEAVE OF ABSENCE.

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                                      -11-


          For purposes of the vesting and exercisability of Awards under the
     Plan an approved leave of absence for military service or sickness, or for
     any other purpose approved by the Company shall not be deemed a termination
     of the Service Relationship; provided, however, that if any such leave
     exceeds ninety (90) days, on the ninety-first (91st) day of such leave, the
     Participant's Service Relationship shall be deemed to have terminated
     unless the Participant's right to return to service is guaranteed either by
     a statute or by contract. Further, an approved leave of absence for
     maternity or, in the Company's sole discretion, a medical reason, shall be
     treated as service for purposes of determining vesting under the
     Participant's Option Agreement or Restricted Stock Agreement; provided
     that, if any such leave exceeds 12 weeks, then beginning on the first day
     of the 13th week, such leave shall not be treated as service for purposes
     of vesting (i.e., the vesting schedule shall be tolled for the period of
     the leave of absence beyond 12 weeks). Notwithstanding anything stated
     herein, unless otherwise designated by the Company or required by law, any
     other leave of absence shall not be treated as service for purposes of
     vesting.

11.  ADJUSTMENT PROVISIONS.

          (a) Subject to Section 11(b), if the outstanding shares of Common
     Stock of the Company are increased, decreased, or exchanged for a different
     number or kind of shares or other securities, or if additional shares or
     new or different shares or other securities are distributed with respect to
     such shares of Common Stock or other securities, through merger,
     consolidation, sale of all or substantially all the property of the
     Company, reorganization, recapitalization, reclassification, stock
     dividend, stock split, reverse stock split, or other distribution with
     respect to such shares of Common Stock, or other securities, an appropriate
     and proportionate adjustment shall be made in (i) the maximum number of
     shares reserved for issuance under the Plan, (ii) the numbers and kinds of
     shares or other securities subject to the then outstanding Awards, (iii)
     the exercise price and/or repurchase price for each share subject to then
     outstanding Options (without change in the aggregate exercise price and/or
     repurchase price as to which such Options remain exercisable), and (iv) the
     repurchase price per share for each outstanding Restricted Stock Award);
     provided that, such exercise and/or repurchase price may not be less than
     the par value of the Common Stock.

          (b) Upon the effectiveness of an Acquisition:

               (i) except with respect to specific Awards as the Committee
          otherwise determines at the time of grant and as set forth therein,
          all shares subject to outstanding Awards not otherwise accelerated and
          vested under the terms of the original grant, to the extent not
          assumed by the acquiring entity or replaced by comparable options to
          purchase shares of the capital stock of the successor or acquiring
          entity or parent thereof (the determination of comparability to be
          made by the Committee, which determination shall be final, binding,
          and conclusive) (an "Assumption") shall, subject to and conditioned
          upon the effectiveness of the Acquisition, become vested and
          exercisable in full 10 days prior to the anticipated effective date of
          the Acquisition as determined by the Committee, except with

<PAGE>

                                      -12-


          respect to specific Awards as the Committee otherwise determines at
          the time of grant; and

               (ii) unless there is an Assumption, the Plan and all outstanding
          Options shall terminate upon the effectiveness of the Acquisition.

          (c) In the event that Options are terminated pursuant to Section 1
     l(b)(ii) above, each Participant shall be permitted to exercise for a
     period of at least 10 days prior to the anticipated effective date of such
     Acquisition all outstanding Options held by such Participant which are then
     vested and exercisable (after giving effect to the acceleration of vesting
     provided for in connection with the Acquisition); provided, however: (i)
     the exercise of the portion of such Options that became vested and
     exercisable in connection with the Acquisition shall be subject to and
     conditioned upon the effectiveness of the Acquisition, and (ii) the
     Participant may, but will not be required to, condition the exercise of any
     portion of an Option not described in (i) above upon the effectiveness of
     the Acquisition.

          (d) Following the effectiveness of an Assumption, the unvested portion
     of all outstanding Awards, if any, shall continue to vest in accordance
     with the vesting schedule set forth in such Awards, in the same proportions
     and on the same dates as the shares of Common Stock would have vested had
     there been no acceleration of vesting (i.e. if 25% of the original shares
     of Common Stock subject to the Award would have vested on a specified date,
     then 25% of the original shares of Common Stock subject to the Award, less
     the number of shares of Common Stock that would have vested on that date
     but which accelerated in connection with the Acquisition, shall vest on
     such specified date) and all such Awards shall otherwise be adjusted as
     provided in Section 11(a) above.

          (e) Adjustments under this Section 11 will be made by the Committee,
     whose determination as to what adjustments will be made and the extent
     thereof so as to effectuate the intent of this Section 11 will be final,
     binding, and conclusive. No fractional shares will be issued under the Plan
     on account of any such adjustments, but the Committee, in its discretion,
     may either make a cash payment in lieu of fractional shares or round any
     resulting fractional share down to the nearest whole number.

          (f) In the event of a dissolution or liquidation of the Company, any
     outstanding Options issued under the Plan shall be terminated if not
     exercised prior to such event.

          (g) The Committee may grant Awards under the Plan in substitution for
     stock and stock based awards held by employees, directors or consultants of
     another company in connection with a merger or consolidation of such
     company with the Company (or its Parent or any Subsidiary) or the
     acquisition by the Company (or its Parent or any Subsidiary) of property or
     stock of such company. The Committee may direct that the substitute Awards
     be granted on such terms and conditions as the Committee considers
     appropriate in the circumstances. Any substitute Awards granted under the
     Plan shall not count against the share limitation set forth in Section 3
     (a) above.
<PAGE>

                                      -13-


12.  ADDENDUM A: CALIFORNIA GRANTEES.

          Addendum A attached hereto shall be incorporated by reference in its
     entirety and shall only be applicable to the grant of Awards under the Plan
     to Participants who are located in or providing services to the Company or
     one of its Subsidiaries in the State of California.

13.  GENERAL PROVISIONS.

          (a) Nothing contained in this Plan shall prevent the Committee from
     adopting other or additional compensation arrangements and such
     arrangements as may be either generally applicable or applicable only in
     specific cases. Nothing in the Plan or in any instrument executed pursuant
     to the Plan will confer upon any Participant any right to continued
     employment or service with the Company or any of its Subsidiaries or affect
     the right of the Company or any Subsidiary to terminate the employment,
     directorship or consulting or advising relationship of any Participant at
     any time, with or without cause.

          (b) The grant of Awards and the issuance of shares of Common Stock
     upon exercise of Awards shall be subject to compliance with all applicable
     requirements of federal, state and foreign law with respect to such
     securities. Options may not be exercised if the issuance of shares of
     Common Stock upon exercise would constitute a violation of any applicable
     federal, state or foreign securities laws or other law or regulations or
     the requirements of any stock exchange or market system upon which the
     Common Stock may then be listed. In addition, no Option may be exercised
     unless: (a) a registration statement under the Act shall at the time of
     exercise of the Option be in effect with respect to the shares of Common
     Stock issuable upon exercise of the Award, or (b) in the opinion of legal
     counsel to the Company, the shares of Common Stock issuable upon exercise
     of the Award may be issued in accordance with the terms of an applicable
     exemption from the registration requirements of the Act. The inability of
     the Company to obtain from any regulatory body that has jurisdiction, the
     authority, if any, deemed by Company's legal counsel to be necessary to the
     lawful issuance and sale of any shares hereunder shall relieve the Company
     of any liability in respect of the failure to issue or sell such shares as
     to which such requisite authority shall not have been obtained. As a
     condition to the exercise of any Award, the Company may require the
     Participant to satisfy any qualifications that may be necessary or
     appropriate, to evidence compliance with any applicable law or regulation
     and to make any representation or warranty with respect thereto as may be
     requested by the Company.

          (c) Stock certificates issued under this Plan shall be deemed
     delivered for all purposes when the Company or a stock transfer agent of
     the Company shall have mailed such certificates in the United States mail,
     addressed to the Participant, at the Participant's last known address on
     file with the Company.

          (d) Sale of Common Stock received pursuant to this Plan or upon
     exercise of an Award under the Plan shall be subject to any
     insider-trading-policy-related restrictions,

<PAGE>


                                      -14-


     terms and conditions as may be established by the Committee, or in
     accordance with policies set by the Committee, from time to time.

          (e) In the event of a conflict between the terms and provisions of
     this Plan and the terms and provisions of any Restricted Stock Agreement or
     Option Agreement, the terms and provisions of this Plan shall govern.

14.  AMENDMENT AND TERMINATION.

          (a) The Board shall have the power, in its discretion, to amend,
     modify, suspend, or terminate the Plan at any time, subject to applicable
     law and the rights of holders of outstanding Options on the date of such
     action. No amendment, modification, suspension or termination of the Plan
     shall affect any outstanding Award unless expressly provided hereunder or
     as determined by the Board. Further, no such amendment, modification,
     suspension or termination of the Plan, unless taken with the approval of
     the stockholders of the Company, may: (a) increase the maximum number of
     shares of Common Stock for which Awards granted under this Plan may be
     issued (except by operation of Section 11(a)); (b) alter the class of
     employees eligible to receive Incentive Stock Options under the Plan; or
     (c) amend the Plan in any other manner which the Board, in its discretion,
     determines would require approval of the stockholders under any applicable
     law, rule or regulation to become effective even though such stockholder
     approval is not expressly required by this Plan. Nothing in this Section
     14(a) shall limit the Board's or Committee's authority to take any action
     permitted pursuant to Section 11(b).

          (b) No amendment, suspension or termination of the Plan will, without
     the consent of the Participant, adversely affect any right or obligation
     under any Award previously granted to such Participant under the Plan
     unless (i) required to ensure that an Option is treated as an Incentive
     Stock Option or (ii) to comply with applicable law.

15.  EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.

     The Plan became effective upon its adoption by the Board and by the
Company's stockholders on May 5, 2000. The Plan shall continue in effect until
the earlier of: (i) its termination by the Board, (ii) the date on which all of
the shares of Common Stock available for issuance under the Plan have been
issued and all restrictions on such shares under the terms of the Plan and the
applicable Option Agreements and Restricted Stock Agreements have lapsed, or
(iii) May 4, 2010.

<PAGE>

                            FORM--US EMPLOYEE VERSION

                             STOCK OPTION AGREEMENT
                                    UNDER THE
                   VIRTUSA CORPORATION 2000 STOCK OPTION PLAN

     Pursuant to the Virtusa Corporation 2000 Stock Option Plan (the "Plan"),
Virtusa Corporation, a Delaware corporation (together with its successors, the
"Company"), hereby grants to the person (the "Grantee") named in the Notice of
Grant of Stock Option attached hereto (the "Notice") to which this Stock Option
Agreement (the "Option Agreement") is attached, an option (together with the
Notice, referred to herein as the "Option") to purchase on or prior to the
expiration date specified in the Notice (the "Expiration Date"), or such earlier
date as is specified herein, all or any part of the number of shares of Common
Stock of the Company indicated in the Notice (the "Option Shares" and such
shares once issued shall be referred to as the "Issued Shares"), at the exercise
price per share specified in the Notice (the "Exercise Price") and subject to
the terms and conditions set forth in this Option Agreement, the Notice and the
Plan, including the adjustment provision thereof. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Notice and the Plan (as applicable).

     If this Option is designated as an Incentive Stock Option in the Notice,
this Option is intended to qualify as an "incentive stock option" as defined in
Section 422(b) of the Code. To the extent that any portion of this Option does
not so qualify as an Incentive Stock Option or, if this Option is designated as
a Nonqualified Stock Option in the Notice, it shall be deemed a Nonqualified
Stock Option. The Grantee should consult with the Grantee's own tax advisor
regarding the tax effects of this Option (and any requirements necessary to
obtain favorable income tax treatment under Section 422 of the Code, including,
but not limited to, holding period requirements).

     1. Vesting and Exercisability.

          (a) No portion of this Option may be exercised until such portion
shall have vested.

          (b) Except as set forth below and in Section 5 hereof, this Option
shall be exercisable on and after the Initial Vesting Date and prior to the
termination of the Option as provided herein, in an amount not to exceed the
number of Vested Shares (as determined in the Notice) less the number of shares
previously acquired upon exercise of this Option. In no event shall this Option
be exercisable for more than the Number of Option Shares (as designated in the
Notice).

          (c) In the event that the Grantee's Service Relationship terminates,
this Option may thereafter be exercised, to the extent it was vested and
exercisable on the date of such termination, until the date specified in Section
1(d) hereof. Any portion of this Option that is not exercisable on the date of
termination of the Service Relationship shall immediately expire and be null and
void.

<PAGE>

          (d) Subject to the provisions of Section 5 hereof, once any portion of
this Option becomes vested and exercisable, it shall continue to be exercisable
by the Grantee or his or her representatives and legatees as contemplated herein
at any time or times prior to the earliest of (i) the date which is (A) twelve
(12) months following the date on which the Grantee's Service Relationship
terminates due to death or disability, or (B) three (3) months following the
date on which the Grantee's Service Relationship terminates if the termination
is due to any other reason, or (ii) the Expiration Date set forth in the Notice;
provided that, notwithstanding the foregoing, if the Grantee's Service
Relationship is terminated for "Cause", this Option shall terminate immediately
and be null and void upon the date of the Grantee's termination and shall not
thereafter be exercisable. For purposes hereof, "Cause" means: (i) any material
breach by the Grantee of any agreement to which the Grantee and the Company are
parties, including breach of covenants not to compete and covenants relating to
the protection of confidential information and proprietary rights of the
Company, which breach is not cured pursuant to the terms of such agreements,
(ii) any act (other than retirement) or omission to act by the Grantee which
would reasonably be likely to have a material adverse effect on the business of
the Company, as the case may be, or on the Grantee's ability to perform services
for the Company, as the case may be, (iii) the Grantee's conviction (including
any pleas of guilty or nolo contendre) of any crime (other than ordinary traffic
violations) which impairs the Grantee's ability to perform his or her duties,
(iv) any material misconduct or willful and deliberate non-performance of duties
by the Grantee in connection with the business or affairs of the Company, as the
case may be, (v) the Grantee's theft, dishonesty or falsification of the
Company's documents or records, or (vi) the Grantee's improper use or disclosure
of the Company's confidential or proprietary information. For purposes of the
definition of "Cause" set forth herein, all references to the Company shall be
deemed to include the Company's Parent or any Subsidiary.

          (e) If designated as an Incentive Stock Option in the Notice, the
Grantee understands that in order to obtain the benefits of an incentive stock
option under Section 422 of the Code, subject to any amendments thereof, no sale
or other disposition may be made of Issued Shares for which incentive stock
option treatment is desired within the one (l)-year period after the day of the
issuance of such Issued Shares to him or her (i.e., the exercise date), nor
within the two (2)-year period after the grant of this Option and further, that
this Option must be exercised, if and to the extent permitted hereunder, within
three (3) months after termination of employment (or twelve (12) months in the
case of death or disability to qualify as an incentive stock option. If the
Grantee disposes (whether by sale, gift, transfer or otherwise) of any such
Issued Shares within either of these periods, he or she agrees to notify the
Company within thirty (30) days after such disposition. The Grantee also agrees
to provide the Company with any information concerning any such dispositions
required by the Company for tax purposes. Further, to the extent that the
aggregate Fair Market Value (determined as of the time that the applicable
option is granted) of the shares of Common Stock with respect to which all
Incentive Stock Options held by the Grantee are exercisable for the first time
during any calendar year (under all option plans of the Company, its Parent
and/or its Subsidiaries) exceeds $100,000, such Incentive Stock Options shall
constitute Nonqualified Stock Options. For purposes of this Section l(e),
Incentive Stock Options shall be taken into account in the order in which they
were granted. If pursuant to the above, an Incentive Stock Option is treated as
an Incentive Stock


                                       -2-

<PAGE>

Option in part and a Nonqualified Stock Option in part, the Grantee may
designate which portion of the Stock Option the Grantee is exercising. In the
absence of such designation, the Grantee shall be deemed to have exercised the
Incentive Stock Option portion of the Option first.

     2. Exercise of Option.

          (a) The Grantee may exercise this Option only by delivering an Option
exercise notice (an "Exercise Notice") in substantially the form of Appendix A
attached hereto to the Company's Chief Financial Officer or, if none, the Chief
Executive Officer, indicating his or her election to purchase some or all of the
Option Shares with respect to which this Option has vested at the time of
delivery of such Exercise Notice (which amount shall be specified in the
Exercise Notice), accompanied by payment in full of the aggregate Exercise
Price; provided that such exercise shall be effective only upon receipt by such
officer of the Exercise Notice and the aggregate Exercise Price. Payment of the
aggregate Exercise Price for the Option Shares elected to be purchased by the
Grantee may be made by one or more of the following methods:

               (i) in cash, by certified or bank check, or other instrument
acceptable to the Committee in U.S. funds payable to the order of the Company in
an amount equal to the aggregate Exercise Price of such Option Shares;

               (ii) after the closing of the Company's Initial Public Offering,
if permitted by the Committee at the discretion of the Committee at the time of
exercise, (x) through the delivery (or attestation to ownership) of shares of
Common Stock having a Fair Market Value equal to the aggregate Exercise Price of
such Option Shares that have been purchased by the Grantee on the open market or
that have been held by the Grantee for at least six (6) months and are not
subject to restrictions under any plan of the Company, or (y) by the Grantee
delivering to the Company a properly executed Exercise Notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the Exercise Price of such
Option Shares; provided that, in the event the Grantee chooses such payment
procedure, the Grantee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure; or

               (iii) a combination of the payment methods set forth in clauses
(i) and (ii) above.

          (b) Certificates for the Option Shares so purchased will be issued and
delivered to the Grantee upon compliance to the satisfaction of the Committee
with all requirements under applicable laws or regulations in connection with
such issuance. Until the Grantee shall have complied with the requirements
hereof and of the Plan, including the withholding requirements set forth in
Section 6 hereof, the Company shall be under no obligation to issue the Option
Shares subject to this Option, and the determination of the Committee as to such
compliance shall be final and binding on the Grantee. The Grantee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any Issued Shares unless and until this Option shall have been
exercised pursuant to the terms hereof, the Company shall have issued


                                       -3-

<PAGE>

and delivered such Issued Shares to the Grantee, and the Grantee's name shall
have been entered as a stockholder of record on the books of the Company.
Thereupon, the Grantee shall have full dividend and other ownership rights with
respect to such Issued Shares, subject to the terms of this Option Agreement.

          (c) The Company shall not be required to issue fractional shares upon
the exercise of this Option.

          (d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Option shall be exercisable after the earlier of the Expiration
Date or the termination of this Option as contemplated by Section l(d) and
Section 5 hereof.

     3. Subject to Plan.

          This Option is subject to all of the terms and conditions set forth in
the Plan. Notwithstanding anything in this Option Agreement or the Notice to the
contrary, to the extent of any conflict between the terms of the Plan, this
Option Agreement, and the Notice, the terms of the Plan shall control.

     4. Transferability.

          This Option is personal to the Grantee and is not transferable by the
Grantee in any manner other than by will or by the laws of descent and
distribution; provided that if this Option is designated as a Nonqualified Stock
Option, such Option may be transferred by the Grantee to any Permitted
Transferee; provided that, the Permitted Transferee agrees in writing with the
Company to be bound by all of the terms and conditions of the Plan and this
Option Agreement. This Option may be exercised during the Grantee's lifetime
only by the Grantee (or by the Grantee's legal representative or guardian in the
event of the Grantee's incapacity) or by a Permitted Transferee pursuant to this
Section 4. The Grantee may elect to designate a beneficiary by providing written
notice of the name of such beneficiary to the Company, and may revoke or change
such designation at any time by filing written notice of revocation or change
with the Company; such beneficiary may exercise the Grantee's Option in the
event of the Grantee's death to the extent provided herein. If the Grantee does
not designate a beneficiary, or if the designated beneficiary predeceases the
Grantee, the executor of the Grantee may exercise this Option to the extent
permitted herein in the event of the Grantee's death.

     5. Effect of Certain Acquisitions.

          (a) Acquisitions. Upon the effectiveness of an Acquisition:

               (i) twenty five percent (25%) of the total number of Option
Shares which are not vested and exercisable as of the date of the Acquisition
shall immediately become vested and exercisable;

               (ii) to the extent not assumed by the acquiring entity or
replaced by


                                       -4-
<PAGE>

comparable options to purchase shares of the capital stock of the successor or
acquiring entity or parent thereof (the determination of comparability to be
made by the Committee, which determination shall be final, binding, and
conclusive) (an "Assumption") all remaining Option Shares shall, subject to and
conditioned upon the effectiveness of the Acquisition, become vested and
exercisable in full ten (10) days prior to the anticipated effective date of the
Acquisition as determined by the Committee; and

               (iii) unless there is an Assumption, this Option shall terminate
upon the effectiveness of the Acquisition.

          (b) Exercise in Connection with a Termination. In the event that the
Option is terminated pursuant to Section 5(b)(iii) above, the Grantee shall be
permitted to exercise, for a period of at least ten (10) days prior to the
anticipated effective date of such Acquisition, this Option to the extent that
it is then vested and exercisable (after giving effect to the acceleration of
vesting provided for in connection with the Acquisition); provided that, the
exercise of the portion of the Option that becomes vested and exercisable in
connection with the Acquisition shall be subject to and conditioned upon the
effectiveness of the Acquisition.

          (c) Vesting following an Assumption. Following the effectiveness of an
Assumption, the unvested portion of this Option, if any, shall continue to vest
in accordance with the vesting schedule set forth in the Notice, in the same
proportion and on the same dates as the shares of Common Stock would have vested
had there been no acceleration of vesting (i.e. if twenty five percent (25%) of
the original shares of Common Stock subject to this Option would have vested on
a specified date, then twenty five percent (25%) of the original shares of
Common Stock subject to this Option, less the number of shares of Common Stock
that would have vested on that date but which accelerated in connection with the
Acquisition, shall vest on such specified date) and all such Awards shall
otherwise be adjusted as provided in Section 1 l(a) of the Plan.

     6. Withholding Taxes.

          (a) Payment by Grantee. The Grantee shall, no later than the date as
of which the exercise of this Option (or, if applicable, the issuance, in whole
or in part, of any Issued Shares upon the exercise of this Option, the operation
of any law or regulation providing for the imputation of interest related to
this Option, or the lapsing of any restriction with respect to any Issued Shares
acquired upon exercise of this Option) gives rise to taxable income and subjects
the Company to a tax withholding obligation, authorize the Company to withhold
from payroll and any other amounts payable to the Grantee or pay to the Company
or make arrangements satisfactory to the Committee for payment of any federal,
state, foreign and local taxes required by law to be withheld with respect to
such income.

          (b) Payment in Common Stock. Subject to approval by the Committee, the
Grantee may elect to have the minimum tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Common Stock to be issued a number


                                       -5-

<PAGE>

of shares of Common Stock with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the withholding amount due, or
(ii) transferring to the Company shares of Common Stock owned by the Grantee
with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due. The Fair Market Value of any
shares of Common Stock withheld to satisfy any such tax withholding obligation
shall not exceed the amount determined by the applicable minimum statutory
withholding rates.

     7. Company's Right of First Refusal.

          (a) Exercise of Right. If the Grantee or any Permitted Transferee
desires to sell, exchange, transfer, pledge or otherwise dispose of all or any
part of the Issued Shares to any person or entity other than to the Company or a
Permitted Transferee (an "Offeror"), the Grantee or Permitted Transferee shall:
(i) obtain in writing an irrevocable and unconditional bona fide offer (the
"Offer") for the purchase thereof from the Offerer; and (ii) give written notice
(the "Offer Notice") to the Company setting forth the Grantee's or Permitted
Transferee's desire to transfer such shares, which Offer Notice shall be
accompanied by a photocopy of the Offer and shall set forth the name and address
of the Offeror and the price and terms of the Offer. In the event that the Offer
constitutes a bona fide gift or involuntary transfer, the proposed transfer
price shall be deemed to be the Fair Market Value of such shares as determined
by the Committee in good faith. Upon receipt of the Offer Notice, the Company
shall have an assignable option to purchase any or all of such Issued Shares
(the "Offered Shares") specified in the Offer Notice, such option to be
exercisable by giving, within thirty (30) days after receipt of the Offer
Notice, a written counter notice to the Grantee or Permitted Transferee. If the
Company or its assigns elects to purchase any or all of such Offered Shares, it
shall be obligated to purchase, and the Grantee or Permitted Transferee shall be
obligated to sell to the Company or its assigns, such Offered Shares at the
price and terms indicated in the Offer within thirty (30) days from the date of
delivery by the Company of such counter notice (unless a longer period is
permitted by the Grantee or Permitted Transferee and the Offeror); provided,
however, that in the event that the Offer Notice provides for the payment for
the Offered Shares other than in cash, the Company shall have the option of
paying for the Offered Shares by the present value cash equivalent of the
consideration described in the Offer Notice as reasonably determined by the
Company. For purposes of the foregoing, cancellation of any indebtedness of the
Grantee or Permitted Transferee to the Company (or its Parent or any Subsidiary)
shall be treated as payment to the Grantee or Permitted Transferee in cash to
the extent the unpaid principal balance and any accrued interest is canceled.
The Company's exercise or failure to exercise its right of first refusal
pursuant to this Section 7(a) with respect to any proposed transfer described in
an Offer Notice shall not affect the Company's right to exercise its right of
first refusal with respect to any other proposed transfer thereafter.

          (b) Sale of Offered Shares to Offeror. The Grantee or Permitted
Transferee may, for sixty (60) days after the expiration of such thirty (30)-day
option period (or, if applicable, such longer period) as set forth in Section
7(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of
such Offered Shares not purchased or agreed to be purchased by the


                                       -6-

<PAGE>

Company or its assigns. All Offerors shall be required as a condition of
purchasing such Offered Shares to agree in writing (in a form satisfactory to
the Company) that the Offeror shall purchase and hold such Offered Shares
subject to the Company's right of first refusal pursuant to this Section 7 with
respect to any subsequent proposed transfer. Further, the Company shall have the
right to demand further assurances from the Grantee or Permitted Transferee and
the Offeror that the transfer of the Offered Shares was actually carried out in
accordance with the terms and conditions of the Offer Notice. No transfer of the
Offered Shares shall be effected on the books of the Company until the Company
has received such assurances, if so demanded. Any proposed transfer on terms and
conditions different from those described above in an Offer Notice shall be null
and void. If any or all of such Offered Shares are not sold pursuant to the
Offer Notice within the time permitted above, the unsold Offered Shares shall
remain subject to the terms of this Section 7.

          (c) Failure to Deliver Option Shares. If the Grantee or Permitted
Transferee fails or refuses to deliver on a timely basis duly endorsed
certificates representing the Offered Shares to be sold to the Company or its
assigns pursuant to this Section 7, the Company shall have the right to deposit
the purchase price for such Offered Shares in a special account with any bank or
trust company, giving notice of such deposit to the Grantee or Permitted
Transferee, whereupon such Offered Shares shall be deemed to have been purchased
by the Company. All such monies shall be held by the bank or trust company for
the benefit of the Grantee or Permitted Transferee. All monies deposited with
the bank or trust company but remaining unclaimed for two (2) years after the
date of deposit shall be repaid by the bank or trust company to the Company on
demand, and the Grantee or Permitted Transferee shall thereafter look only to
the Company for payment. The Company may place a legend on any certificate for
Issued Shares delivered to the Grantee and Permitted Transferees reflecting the
restrictions on transfer provided in this Section 7.

          (d) Expiration of Company's Right of First Refusal. The first refusal
rights of the Company set forth above shall remain in effect until the closing
of an Initial Public Offering or upon the consummation of any Acquisition as a
result of which shares of Common Stock are registered under Section 12 of the
Exchange Act and publicly traded on NASDAQ/NMS or any national security
exchange.

     8. Compliance with Legal Requirements.

          This Option may not be exercised if the issuance of shares of Common
Stock upon exercise would constitute a violation of any applicable federal,
state or foreign securities laws or other law or regulations or the requirements
of any stock exchange or market system upon which the Common Stock may then be
listed. In addition, this Option may not be exercised unless: (a) a registration
statement under the Act shall at the time of exercise of this Option be in
effect with respect to the shares issuable upon exercise, or (b) in the opinion
of legal counsel to the Company, the shares issuable upon exercise of this
Option may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Act. The inability of the Company to
obtain from any regulatory body having jurisdiction the


                                       -7-

<PAGE>

authority, if any, deemed by the Company's legal counsel to be necessary to the
lawful issuance and sale of any shares hereunder shall relieve the Company of
any liability in respect of the failure to issue or sell such shares as to which
such requisite authority shall not have been obtained. As a condition to the
exercise of this Option, the Company may require the Grantee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.

     9. Lock-up Provision.

          The Grantee agrees, if requested by the Company and any underwriter
engaged by the Company, not to sell, offer to sell, contract to sell, pledge,
hypothecate, grant any option to purchase or make any short sale of, or
otherwise dispose of any securities (including the right to acquire any Common
Stock) of the Company (including, without limitation, pursuant to Rule 144 under
the Act) held by him or her for such period following the effective date of any
registration statement of the Company filed under the Act as the Company or such
underwriter shall specify reasonably and in good faith, not to exceed one
hundred eighty (180) days in the case of the Company's Initial Public Offering
or ninety (90) days in the case of any other public offering.

     10. Miscellaneous Provisions.

          (a) Administration. All questions of interpretation concerning this
Option Agreement shall be determined by the Committee. All determinations by the
Committee shall be final and binding upon all persons having an interest in this
Option.

          (b) Employment Rights. The grant of this Option does not confer upon
the Grantee any right to continued employment or service with the Company or its
Parent or any Subsidiary or interfere in any way with the right of the Company
or its Parent or any Subsidiary to terminate the Grantee's employment or service
at any time.

          (c) Equitable Relief. The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Option Agreement
and that equitable relief, including specific performance and injunctive relief,
may be used to enforce the provisions of this Option Agreement.

          (d) Change and Modifications. The Committee may terminate or amend the
Plan or this Option at any time; provided that, except as provided in Section
11(b) of the Plan in connection with an Acquisition, no such termination or
amendment may adversely affect this Option without the consent of the Grantee
unless such termination or amendment is necessary to comply with any applicable
law, rule or regulation or, to the extent that this Option is designated as an
Incentive Stock Option, is required to enable this Option to continue to qualify
as an Incentive Stock Option.


                                       -8-

<PAGE>

          (e) Governing Law. This Option Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
conflict of laws principles thereof.

          (f) Headings. The headings are intended only for convenience in
finding the subject matter and do not constitute part of the text of this Option
Agreement and shall not be considered in the interpretation of this Option
Agreement.

          (g) Integrated Agreement. This Option Agreement, the Notice and the
Plan constitute the entire understanding and agreement between the Grantee and
the Company with respect to the subject matter contained herein and supersedes
any prior agreements, understandings, restrictions, representations, or
warranties among the Grantee and the Company with respect to such subject matter
except as provided for herein. To the extent contemplated herein, the provisions
of this Option Agreement shall survive any exercise of this Option and shall
remain in full force and effect.

          (h) Saving Clause. If any provision(s) of this Option Agreement shall
be determined to be illegal or unenforceable, such determination shall in no
manner affect the legality or enforceability of any other provision hereof.

          (i) Notices. All notices, requests, consents and other communications
shall be in writing and be deemed given when delivered personally, by telex or
facsimile transmission, or two (2) days after deposit in the mail if mailed by
first class registered or certified mail, postage prepaid, or one (1) business
day after deposit with a nationally recognized overnight carrier. Notices to the
Company or the Grantee shall be addressed to such address or addresses as may
have been furnished by such party in writing to the other.

          (j) Benefit and Binding Effect. This Option Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, their respective
successors, permitted assigns, and legal representatives. The Company has the
right to assign this Option Agreement, and such assignee shall become entitled
to all the rights of the Company hereunder to the extent of such assignment.


                                       -9-

<PAGE>

                                   APPENDIX A
                          STOCK OPTION EXERCISE NOTICE

Virtusa Corporation
200 West Park Drive
Westborough, MA 01581
Attention: Chief Financial Officer                      Date: __________________

                                      Stock Option Grant No.: __________________

     Pursuant to the terms of the Notice of Grant of Stock Option dated _______,
and the Stock Option Agreement granted pursuant to the Virtusa Corporation 2000
Stock Option Plan and entered into by Virtusa Corporation (the "Company") and
_____________________________________ on such date, I hereby exercise such
Option for _________________ shares of common stock, all of which have vested in
accordance with the Notice of Grant of Stock Option, by including herein payment
in the amount of $_____________ representing the purchase price for such shares.
I hereby authorize payroll withholding or otherwise will make adequate provision
for federal, state, foreign and local tax withholding obligations of the
Company, if any, that arise in connection with the Option.

     I acknowledge that the shares are being acquired in accordance with and
subject to the terms, provisions and conditions of the Plan, the Notice of Grant
of Stock Option, and the Option Agreement, copies of which I have received and
carefully read and understand, including the Company's right of first refusal
set forth therein, to all of which I hereby expressly assent. I acknowledge
receipt of, and access to, the Company's Confidential Private Placement
Memorandum (the "Memorandum") which Memorandum contains certain disclosures
regarding the Company. I represent that I have read and am familiar with its
provisions. By my signature below, I acknowledge and confirm that I have been
provided access to, and the opportunity to review, the Memorandum, that I have
reviewed the Memorandum and have had an opportunity to ask questions and receive
answers regarding the Options, the Memorandum and the business, prospects and
financial condition of the Company and such other information that I believe is
necessary to evaluate the merits and risks of the Option and any investment in
the common stock of the Company.

     I hereby represent that I am purchasing the shares of common stock for my
own account and not with a view to any sale or distribution thereof. I
understand that Rule 144, promulgated under the Securities Act of 1933, as
amended, which permits limited public resale of securities acquired in a
nonpublic offering, is not currently available with respect to such shares and,
in any event, is available only if certain conditions are satisfied. I
acknowledge that any sale of such shares that might be made in reliance on Rule
144 may only be made in limited amounts in accordance with the terms and
conditions of such rule and that a copy of Rule 144 will be delivered to me upon
my request. Finally, I agree that, if the Option is designated as an "incentive
stock option" in the Notice of Grant of Stock Option, that I will promptly
notify the Chief Financial Officer of the Company if I transfer any of the
shares acquired pursuant to the option within one (1) year from the date of
exercise of all or part of the Option or within two (2) years of the date of
grant of the Option.


Print Name:                            Signature:
            ------------------------              ------------------------------
Address:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------
Email:                                 Phone:
       -----------------------------          ----------------------------------

<PAGE>

NEITHER THE SECURITY REPRESENTED BY THIS OPTION AGREEMENT NOR THE SECURITIES FOR
WHICH SUCH OPTION IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE
STATE SECURITIES LAWS. ACCORDINGLY, NEITHER SUCH OPTION NOR THE SECURITIES FOR
WHICH THE OPTION IS EXERCISABLE MAY BE OFFERED OR SOLD, ASSIGNED OR TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR ANY SUCH SECURITY UNDER THE U.S.
SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, UNLESS THE COMPANY HAS
RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING
REGISTRATION OF SUCH SECURITY UNDER THE U.S. SECURITIES ACT, OR APPLICABLE STATE
SECURITIES LAWS. WITHOUT LIMITATION ON THE FOREGOING, NEITHER SUCH OPTION NOR
THE SECURITIES FOR WHICH SUCH OPTION IS EXERCISABLE MAY BE OFFERED, SOLD OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF
COLUMBIA) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, "U.S. PERSONS" (AS SUCH TERM
IS DEFINED IN REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT), EXCEPT IN
TRANSACTIONS WHICH ARE IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S (RULE
901 THROUGH RULE 905, AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION UNDER THE
U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING EITHER THE OPTION OR THE SECURITIES FOR
WHICH THE OPTION IS EXERCISABLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE U.S. SECURITIES ACT.

                         FORM--NON-U.S. EMPLOYEE VERSION

                             STOCK OPTION AGREEMENT
                                    UNDER THE
                   VIRTUSA CORPORATION 2000 STOCK OPTION PLAN

     Pursuant to the Virtusa Corporation 2000 Stock Option Plan (the "Plan"),
Virtusa Corporation, a Delaware corporation (together with its successors, the
"Company"), hereby grants to the person (the "Grantee") named in the Notice of
Grant of Stock Option attached hereto (the "Notice'") to which this Stock Option
Agreement (the "Option Agreement") is attached, an option (together with the
Notice, referred to herein as the "Option") to purchase on or prior to the
expiration date specified in the Notice (the "Expiration Date"), or such earlier
date as is specified herein, all or any part of the number of shares of Common
Stock of the Company indicated in the Notice (the "Option Shares" and such
shares once issued shall be referred to as the "Issued Shares"), at the exercise
price per share specified in the Notice (the "Exercise Price") and subject to
the terms and conditions set forth in this Option Agreement, the Notice and the
Plan, including the adjustment provision thereof. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Notice and the Plan (as applicable).

     If this Option is designated as an Incentive Stock Option in the Notice,
this Option is intended to qualify as an "incentive stock option" as defined in
Section 422(b) of the Code. To the extent that any portion of this Option does
not so qualify as an Incentive Stock Option or, if this Option is designated as
a Nonqualified Stock Option in the Notice, it shall be deemed a Nonqualified
Stock Option. The Grantee should consult with the Grantee's own tax advisor
regarding the tax effects of this Option (and any requirements necessary to
obtain favorable

<PAGE>

income tax treatment under Section 422 of the Code, including, but not limited
to, holding period requirements).

     1. Vesting and Exercisability.

          (a) No portion of this Option may be exercised until such portion
shall have vested.

          (b) Except as set forth below and in Section 5 hereof, this Option
shall be exercisable on and after the Initial Vesting Date and prior to the
termination of the Option as provided herein, in an amount not to exceed the
number of Vested Shares (as determined in the Notice) less the number of shares
previously acquired upon exercise of this Option. In no event shall this Option
be exercisable for more than the Number of Option Shares (as designated in the
Notice).

          (c) In the event that the Grantee's Service Relationship terminates,
this Option may thereafter be exercised, to the extent it was vested and
exercisable on the date of such termination, until the date specified in Section
1(d) hereof. Any portion of this Option that is not exercisable on the date of
termination of the Service Relationship shall immediately expire and be null and
void.

          (d) Subject to the provisions of Section 5 hereof, once any portion of
this Option becomes vested and exercisable, it shall continue to be exercisable
by the Grantee or his or her representatives and legatees as contemplated herein
at any time or times prior to the earliest of (i) the date which is (A) twelve
(12) months following the date on which the Grantee's Service Relationship
terminates due to death or disability, or (B) three (3) months following the
date on which the Grantee's Service Relationship terminates if the termination
is due to any other reason, or (ii) the Expiration Date set forth in the Notice;
provided that notwithstanding the foregoing, if the Grantee's Service
Relationship is terminated for "Cause", this Option shall terminate immediately
and be null and void upon the date of the Grantee's termination and shall not
thereafter be exercisable. For purposes hereof, "Cause" means: (i) any material
breach by the Grantee of any agreement to which the Grantee and the Company are
parties, including breach of covenants not to compete and covenants relating to
the protection of confidential information and proprietary rights of the
Company, which breach is not cured pursuant to the terms of such agreements,
(ii) any act (other than retirement) or omission to act by the Grantee which
would reasonably be likely to have a material adverse effect on the business of
the Company, as the case may be, or on the Grantee's ability to perform services
for the Company, as the case may be, (iii) the Grantee's conviction (including
any pleas of guilty or nolo contendre) of any crime (other than ordinary traffic
violations) which impairs the Grantee's ability to perform his or her duties,
(iv) any material misconduct or willful and deliberate non-performance of duties
by the Grantee in connection with the business or affairs of the Company, as the
case may be, (v) the Grantee's theft, dishonesty or falsification of the
Company's documents or records, or (vi) the Grantee's improper use or disclosure
of the Company's confidential or proprietary information.


                                       -2-

<PAGE>

For purposes of the definition of "Cause" set forth herein, all references to
the Company shall be deemed to include the Company's Parent or any Subsidiary.

          (e) If designated as an Incentive Stock Option in the Notice, the
Grantee understands that in order to obtain the benefits of an incentive stock
option under Section 422 of the Code, subject to any amendments thereof, no sale
or other disposition may be made of Issued Shares for which incentive stock
option treatment is desired within the one (l)-year period after the day of the
issuance of such Issued Shares to him or her (i.e., the exercise date), nor
within the two (2)-year period after the grant of this Option and further, that
this Option must be exercised, if and to the extent permitted hereunder, within
three (3) months after termination of employment (or twelve (12) months in the
case of death or disability to qualify as an incentive stock option. If the
Grantee disposes (whether by sale, gift, transfer or otherwise) of any such
Issued Shares within either of these periods, he or she agrees to notify the
Company within thirty (30) days after such disposition. The Grantee also agrees
to provide the Company with any information concerning any such dispositions
required by the Company for tax purposes. Further, to the extent that the
aggregate Fair Market Value (determined as of the time that the applicable
option is granted) of the shares of Common Stock with respect to which all
Incentive Stock Options held by the Grantee are exercisable for the first time
during any calendar year (under all option plans of the Company, its Parent
and/or its Subsidiaries) exceeds $100,000, such Incentive Stock Options shall
constitute Nonqualified Stock Options. For purposes of this Section l(e),
Incentive Stock Options shall be taken into account in the order in which they
were granted. If pursuant to the above, an Incentive Stock Option is treated as
an Incentive Stock Option in part and a Nonqualified Stock Option in part, the
Grantee may designate which portion of the Stock Option the Grantee is
exercising. In the absence of such designation, the Grantee shall be deemed to
have exercised the Incentive Stock Option portion of the Option first.

     2. Exercise of Option.

          (a) The Grantee may exercise this Option only by delivering an Option
exercise notice (an "Exercise Notice") in substantially the form of Appendix A
attached hereto to the Company's Chief Financial Officer or, if none, the Chief
Executive Officer, indicating his or her election to purchase some or all of the
Option Shares with respect to which this Option has vested at the time of
delivery of such Exercise Notice (which amount shall be specified in the
Exercise Notice), accompanied by payment in full of the aggregate Exercise
Price; provided that such exercise shall be effective only upon receipt by such
officer of the Exercise Notice and the aggregate Exercise Price. Payment of the
aggregate Exercise Price for the Option Shares elected to be purchased by the
Grantee may be made by one or more of the following methods:

               (i) in cash, by certified or bank check, or other instrument
acceptable to the Committee in U.S. funds payable to the order of the Company in
an amount equal to the aggregate Exercise Price of such Option Shares;

               (ii) after the closing of the Company's Initial Public Offering,
if permitted by the Committee at the discretion of the Committee at the time of
exercise, (x)


                                       -3-
<PAGE>

through the delivery (or attestation to ownership) of shares of Common Stock
having a Fair Market Value equal to the aggregate Exercise Price of such Option
Shares that have been purchased by the Grantee on the open market or that have
been held by the Grantee for at least six (6) months and are not subject to
restrictions under any plan of the Company, or (y) by the Grantee delivering to
the Company a properly executed Exercise Notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the Exercise Price of such Option
Shares; provided that, in the event the Grantee chooses such payment procedure,
the Grantee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe as
a condition of such payment procedure; or

               (iii) a combination of the payment methods set forth in clauses
(i) and (ii) above.

          (b) Certificates for the Option Shares so purchased will be issued and
delivered to the Grantee upon compliance to the satisfaction of the Committee
with all requirements under applicable laws or regulations in connection with
such issuance. Until the Grantee shall have complied with the requirements
hereof and of the Plan, including the withholding requirements set forth in
Section 6 hereof, the Company shall be under no obligation to issue the Option
Shares subject to this Option, and the determination of the Committee as to such
compliance shall be final and binding on the Grantee. The Grantee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any Issued Shares unless and until this Option shall have been
exercised pursuant to the terms hereof, the Company shall have issued and
delivered such Issued Shares to the Grantee, and the Grantee's name shall have
been entered as a stockholder of record on the books of the Company. Thereupon,
the Grantee shall have full dividend and other ownership rights with respect to
such Issued Shares, subject to the terms of this Option Agreement.

          (c) The Company shall not be required to issue fractional shares upon
the exercise of this Option.

          (d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Option shall be exercisable after the earlier of the Expiration
Date or the termination of this Option as contemplated by Section l(d) and
Section 5 hereof.

          (e) Unless the issuance of shares have been registered under the U.S.
Securities Act of 1933, certificates evidencing Issued Shares shall bear the
following legend:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
          ACT") OR APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THIS SECURITY
          MAY NOT BE OFFERED OR SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN
          EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITY UNDER


                                       -4-

<PAGE>

          THE U.S. SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, UNLESS
          THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY
          TO THE COMPANY THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE
          A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITY UNDER THE U.S.
          SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS. WITHOUT
          LIMITATION ON THE FOREGOING, NEITHER THIS SECURITY MAY NOT BE OFFERED,
          SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
          (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
          STATES, AND THE DISTRICT OF COLUMBIA) OR TO, OR FOR THE ACCOUNT OR
          BENEFIT OF, "U.S. PERSONS" (AS SUCH TERM IS DEFINED IN REGULATION S
          PROMULGATED UNDER THE U.S. SECURITIES ACT), EXCEPT IN TRANSACTIONS
          WHICH ARE IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S (RULE 901
          THROUGH RULE 905, AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION
          UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
          FROM REGISTRATION. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS
          SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
          SECURITIES ACT.

          (f) Grantee certifies and agrees as follows:

               (i) Grantee is not a resident in the United States of America,
including its territories and possessions, any State in the United States or the
District of Columbia,

               (ii) Grantee has not acquired this Option, and shall not acquire
any Issued Shares for the account or benefit of any "U.S. Person" (as such term
is defined in Regulation S),

               (iii) Grantee shall resell Issued Shares only in accordance with
the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary
Notes), pursuant to registration under the U.S. Securities Act, or pursuant to
an available exemption from registration,

               (iv) Grantee shall not engage in hedging transactions with regard
to this Option or Issued Shares unless in compliance with the U.S. Securities
Act, and

               (v) The Company shall refuse to register any transfer of the
Option or Issued Shares not made in accordance with the provisions of Regulation
S (Rule 901 through Rule 905, and Preliminary Notes), pursuant to registration
under the U.S. Securities Act, or pursuant to an available exemption from
registration.


                                       -5-

<PAGE>

     5. Unless the issuance of shares have been registered under the U.S.
Securities Act, the Company shall implement administrative procedures designed
to ensure, that the Option may not be exercised in, nor the Shares delivered
upon exercise within, the United States of America, including its territories
and possessions, any State in the United States or the District of Columbia.

     3. Subject to Plan.

          This Option is subject to all of the terms and conditions set forth in
the Plan. Notwithstanding anything in this Option Agreement or the Notice to the
contrary, to the extent of any conflict between the terms of the Plan, this
Option Agreement, and the Notice, the terms of the Plan shall control.

     4. Transferability.

          This Option is personal to the Grantee and is not transferable by the
Grantee in any manner other than by will or by the laws of descent and
distribution; provided that if this Option is designated as a Nonqualified Stock
Option, such Option may be transferred by the Grantee to any Permitted
Transferee; provided that, the Permitted Transferee agrees in writing with the
Company to be bound by all of the terms and conditions of the Plan and this
Option Agreement. This Option may be exercised during the Grantee's lifetime
only by the Grantee (or by the Grantee's legal representative or guardian in the
event of the Grantee's incapacity) or by a Permitted Transferee pursuant to this
Section 4. The Grantee may elect to designate a beneficiary by providing written
notice of the name of such beneficiary to the Company, and may revoke or change
such designation at any time by filing written notice of revocation or change
with the Company; such beneficiary may exercise the Grantee's Option in the
event of the Grantee's death to the extent provided herein. If the Grantee does
not designate a beneficiary, or if the designated beneficiary predeceases the
Grantee, the executor of the Grantee may exercise this Option to the extent
permitted herein in the event of the Grantee's death.

     5. Effect of Certain Acquisitions.

          (a) Acquisitions. Upon the effectiveness of an Acquisition:

               (i) twenty five percent (25%) of the total number of Option
Shares which are not vested and exercisable as of the date of the Acquisition
shall immediately become vested and exercisable;

               (ii) to the extent not assumed by the acquiring entity or
replaced by comparable options to purchase shares of the capital stock of the
successor or acquiring entity or parent thereof (the determination of
comparability to be made by the Committee, which determination shall be final,
binding, and


                                       -6-

<PAGE>

conclusive) (an "Assumption") all remaining Option Shares shall, subject to and
conditioned upon the effectiveness of the Acquisition, become vested and
exercisable in full ten (10) days prior to the anticipated effective date of the
Acquisition as determined by the Committee; and

               (iii) unless there is an Assumption, this Option shall terminate
upon the effectiveness of the Acquisition.

          (b) Exercise in Connection with a Termination. In the event that the
Option is terminated pursuant to Section 5(b)(iii) above, the Grantee shall be
permitted to exercise, for a period of at least ten (10) days prior to the
anticipated effective date of such Acquisition, this Option to the extent that
it is then vested and exercisable (after giving effect to the acceleration of
vesting provided for in connection with the Acquisition); provided that, the
exercise of the portion of the Option that becomes vested and exercisable in
connection with the Acquisition shall be subject to and conditioned upon the
effectiveness of the Acquisition.

          (c) Vesting following an Assumption. Following the effectiveness of an
Assumption, the unvested portion of this Option, if any, shall continue to vest
in accordance with the vesting schedule set forth in the Notice, in the same
proportion and on the same dates as the shares of Common Stock would have vested
had there been no acceleration of vesting (i.e. if twenty five percent (25%) of
the original shares of Common Stock subject to this Option would have vested on
a specified date, then twenty five percent (25%) of the original shares of
Common Stock subject to this Option, less the number of shares of Common Stock
that would have vested on that date but which accelerated in connection with the
Acquisition, shall vest on such specified date) and all such Awards shall
otherwise be adjusted as provided in Section 11(a) of the Plan.

     6. Withholding Taxes.

          (a) Payment by Grantee. The Grantee shall, no later than the date as
of which the exercise of this Option (or, if applicable, the issuance, in whole
or in part, of any Issued Shares upon the exercise of this Option, the operation
of any law or regulation providing for the imputation of interest related to
this Option, or the lapsing of any restriction with respect to any Issued Shares
acquired upon exercise of this Option) gives rise to taxable income and subjects
the Company to a tax withholding obligation, authorize the Company to withhold
from payroll and any other amounts payable to the Grantee or pay to the Company
or make arrangements satisfactory to the Committee for payment of any federal,
state, foreign and local taxes required by law to be withheld with respect to
such income.

          (b) Payment in Common Stock. Subject to approval by the Committee, the
Grantee may elect to have the minimum tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Common Stock to be issued a number of shares of Common Stock with an aggregate
Fair Market Value (as of the date the withholding


                                       -7-

<PAGE>

is effected) that would satisfy the withholding amount due, or (ii) transferring
to the Company shares of Common Stock owned by the Grantee with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due. The Fair Market Value of any shares of
Common Stock withheld to satisfy any such tax withholding obligation shall not
exceed the amount determined by the applicable minimum statutory withholding
rates.

     7. Company's Right of First Refusal.

          (a) Exercise of Right. If the Grantee or any Permitted Transferee
desires to sell, exchange, transfer, pledge or otherwise dispose of all or any
part of the Issued Shares to any person or entity other than to the Company or a
Permitted Transferee (an "Offeror"), the Grantee or Permitted Transferee shall:
(i) obtain in writing an irrevocable and unconditional bona fide offer (the
"Offer") for the purchase thereof from the Offeror; and (ii) give written notice
(the "Offer Notice") to the Company setting forth the Grantee's or Permitted
Transferee's desire to transfer such shares, which Offer Notice shall be
accompanied by a photocopy of the Offer and shall set forth the name and address
of the Offeror and the price and terms of the Offer. In the event that the Offer
constitutes a bona fide gift or involuntary transfer, the proposed transfer
price shall be deemed to be the Fair Market Value of such shares as determined
by the Committee in good faith. Upon receipt of the Offer Notice, the Company
shall have an assignable option to purchase any or all of such Issued Shares
(the "Offered Shares") specified in the Offer Notice, such option to be
exercisable by giving, within thirty (30) days after receipt of the Offer
Notice, a written counter notice to the Grantee or Permitted Transferee. If the
Company or its assigns elects to purchase any or all of such Offered Shares, it
shall be obligated to purchase, and the Grantee or Permitted Transferee shall be
obligated to sell to the Company or its assigns, such Offered Shares at the
price and terms indicated in the Offer within thirty (30) days from the date of
delivery by the Company of such counter notice (unless a longer period is
permitted by the Grantee or Permitted Transferee and the Offeror); provided,
however, that in the event that the Offer Notice provides for the payment for
the Offered Shares other than in cash, the Company shall have the option of
paying for the Offered Shares by the present value cash equivalent of the
consideration described in the Offer Notice as reasonably determined by the
Company. For purposes of the foregoing, cancellation of any indebtedness of the
Grantee or Permitted Transferee to the Company (or its Parent or any Subsidiary)
shall be treated as payment to the Grantee or Permitted Transferee in cash to
the extent the unpaid principal balance and any accrued interest is canceled.
The Company's exercise or failure to exercise its right of first refusal
pursuant to this Section 7(a) with respect to any proposed transfer described in
an Offer Notice shall not affect the Company's right to exercise its right of
first refusal with respect to any other proposed transfer thereafter.

          (b) Sale of Offered Shares to Offeror. The Grantee or Permitted
Transferee may, for sixty (60) days after the expiration of such thirty (30)-day
option period (or, if applicable, such longer period) as set forth in Section
7(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of
such Offered Shares not purchased or agreed to be purchased by the


                                       -8-

<PAGE>

Company or its assigns. All Offerors shall be required as a condition of
purchasing such Offered Shares to agree in writing (in a form satisfactory to
the Company) that the Offeror shall purchase and hold such Offered Shares
subject to the Company's right of first refusal pursuant to this Section 7 with
respect to any subsequent proposed transfer. Further, the Company shall have the
right to demand further assurances from the Grantee or Permitted Transferee and
the Offeror that the transfer of the Offered Shares was actually carried out in
accordance with the terms and conditions of the Offer Notice. No transfer of the
Offered Shares shall be effected on the books of the Company until the Company
has received such assurances, if so demanded. Any proposed transfer on terms and
conditions different from those described above in an Offer Notice shall be null
and void. If any or all of such Offered Shares are not sold pursuant to the
Offer Notice within the time permitted above, the unsold Offered Shares shall
remain subject to the terms of this Section 7.

          (c) Failure to Deliver Option Shares. If the Grantee or Permitted
Transferee fails or refuses to deliver on a timely basis duly endorsed
certificates representing the Offered Shares to be sold to the Company or its
assigns pursuant to this Section 7, the Company shall have the right to deposit
the purchase price for such Offered Shares in a special account with any bank or
trust company, giving notice of such deposit to the Grantee or Permitted
Transferee, whereupon such Offered Shares shall be deemed to have been purchased
by the Company. All such monies shall be held by the bank or trust company for
the benefit of the Grantee or Permitted Transferee. All monies deposited with
the bank or trust company but remaining unclaimed for two (2) years after the
date of deposit shall be repaid by the bank or trust company to the Company on
demand, and the Grantee or Permitted Transferee shall thereafter look only to
the Company for payment. The Company may place a legend on any certificate for
Issued Shares delivered to the Grantee and Permitted Transferees reflecting the
restrictions on transfer provided in this Section 7.

          (d) Expiration of Company's Right of First Refusal. The first refusal
rights of the Company set forth above shall remain in effect until the closing
of an Initial Public Offering or upon the consummation of any Acquisition as a
result of which shares of Common Stock are registered under Section 12 of the
Exchange Act and publicly traded on NASDAQ/NMS or any national security
exchange.

     8. Compliance with Legal Requirements.

          This Option may not be exercised if the issuance of shares of Common
Stock upon exercise would constitute a violation of any applicable federal,
state or foreign securities laws or other law or regulations or the requirements
of any stock exchange or market system upon which the Common Stock may then be
listed. In addition, this Option may not be exercised unless: (a) a registration
statement under the Act shall at the time of exercise of this Option be in
effect with respect to the shares issuable upon exercise, or (b) in the opinion
of legal counsel to the Company, the shares issuable upon exercise of this
Option may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Act. The inability of the Company to
obtain from any regulatory body having jurisdiction the


                                       -9-

<PAGE>

authority, if any, deemed by the Company's legal counsel to be necessary to the
lawful issuance and sale of any shares hereunder shall relieve the Company of
any liability in respect of the failure to issue or sell such shares as to which
such requisite authority shall not have been obtained. As a condition to the
exercise of this Option, the Company may require the Grantee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.

     9. Lock-up Provision.

          The Grantee agrees, if requested by the Company and any underwriter
engaged by the Company, not to sell, offer to sell, contract to sell, pledge,
hypothecate, grant any option to purchase or make any short sale of, or
otherwise dispose of any securities (including the right to acquire any Common
Stock) of the Company (including, without limitation, pursuant to Rule 144 under
the Act) held by him or her for such period following the effective date of any
registration statement of the Company filed under the Act as the Company or such
underwriter shall specify reasonably and in good faith, not to exceed one
hundred eighty (180) days in the case of the Company's Initial Public Offering
or ninety (90) days in the case of any other public offering.

     10. Miscellaneous Provisions.

          (a) Administration. All questions of interpretation concerning this
Option Agreement shall be determined by the Committee. All determinations by the
Committee shall be final and binding upon all persons having an interest in this
Option.

          (b) Employment Rights. The grant of this Option does not confer upon
the Grantee any right to continued employment or service with the Company or its
Parent or any Subsidiary or interfere in any way with the right of the Company
or its Parent or any Subsidiary to terminate the Grantee's employment or service
at any time.

          (c) Equitable Relief. The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Option Agreement
and that equitable relief, including specific performance and injunctive relief,
may be used to enforce the provisions of this Option Agreement.

          (d) Change and Modifications. The Committee may terminate or amend the
Plan or this Option at any time; provided that, except as provided in Section
11(b) of the Plan in connection with an Acquisition, no such termination or
amendment may adversely affect this Option without the consent of the Grantee
unless such termination or amendment is necessary to comply with any applicable
law, rule or regulation or, to the extent that this Option is designated as an
Incentive Stock Option, is required to enable this Option to continue to qualify
as an Incentive Stock Option.


                                      -10-

<PAGE>

          (e) Governing Law. This Option Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
conflict of laws principles thereof.

          (f) Headings. The headings are intended only for convenience in
finding the subject matter and do not constitute part of the text of this Option
Agreement and shall not be considered in the interpretation of this Option
Agreement.

          (g) Integrated Agreement. This Option Agreement, the Notice and the
Plan constitute the entire understanding and agreement between the Grantee and
the Company with respect to the subject matter contained herein and supersedes
any prior agreements, understandings, restrictions, representations, or
warranties among the Grantee and the Company with respect to such subject matter
except as provided for herein. To the extent contemplated herein, the provisions
of this Option Agreement shall survive any exercise of this Option and shall
remain in full force and effect.

          (h) Saving Clause. If any provision(s) of this Option Agreement shall
be determined to be illegal or unenforceable, such determination shall in no
manner affect the legality or enforceability of any other provision hereof.

          (i) Notices. All notices, requests, consents and other communications
shall be in writing and be deemed given when delivered personally, by telex or
facsimile transmission, or two (2) days after deposit in the mail if mailed by
first class registered or certified mail, postage prepaid, or one (1) business
day after deposit with a nationally recognized overnight carrier. Notices to the
Company or the Grantee shall be addressed to such address or addresses as may
have been furnished by such party in writing to the other.

          (j) Benefit and Binding Effect. This Option Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, their respective
successors, permitted assigns, and legal representatives. The Company has the
right to assign this Option Agreement, and such assignee shall become entitled
to all the rights of the Company hereunder to the extent of such assignment.


                                      -11-

<PAGE>

                                   APPENDIX A
                          STOCK OPTION EXERCISE NOTICE

Virtusa Corporation
2000 West Park Drive
Westborough, MA 01581
Attention: Chief Financial Officer                          Date: ______________

     Pursuant to the terms of the Notice of Grant of Stock Option dated
________________________________ ____________, ____________ and the Stock Option
Agreement granted pursuant to the Virtusa Corporation 2000 Stock Option Plan and
entered into by Virtusa Corporation and ___________________________________ on
such date, I hereby [Circle One] partially/fully exercise such Option by
including herein payment in the amount of $__________________ representing the
purchase price for _____________________ shares of common stock, all of which
have vested in accordance with the Notice of Grant of Stock Option. I hereby
authorize payroll withholding or otherwise will make adequate provision for
federal, state, foreign and local tax withholding obligations of the Company, if
any, that arise in connection with the Option.

     I acknowledge that the shares are being acquired in accordance with and
subject to the terms, provisions and conditions of the Plan, the Notice of Grant
of Stock Option, and the Option Agreement, copies of which I have received and
carefully read and understand, including the Company's right of first refusal
set forth therein, to all of which I hereby expressly assent.

     I hereby represent that I am purchasing the shares of common stock for my
own account and not with a view to any sale or distribution thereof. I
understand that Rule 144, promulgated under the U.S. Securities Act of 1933, as
amended (the U.S. Securities Act), which permits limited public resale of
securities acquired in a nonpublic offering, is not currently available with
respect to such shares and, in any event, is available only if certain
conditions are satisfied. I acknowledge that any sale of such shares that might
be made in reliance on Rule 144 may only be made in limited amounts in
accordance with the terms and conditions of such rule and that a copy of Rule
144 will be delivered to me upon my request.

     In addition, without limitation of the foregoing, I hereby certify and
agree as follows:

          A.   I am not a resident in the United States of America, including
               its territories and possessions, any State in the United States
               or the District of Columbia,

          B.   I shall not acquire the shares of common stock for the account or
               benefit of any "U.S. Person" (as defined in Exhibit A hereto),

          C.   I shall resell Shares only in accordance with the provisions of
               Regulation S (Rule 901 through Rule 905, and Preliminary Notes),
               pursuant to registration under the U.S. Securities Act, or
               pursuant to an available exemption from registration,

<PAGE>

          D.   I shall not engage in hedging transactions with regard to the
               common stock unless in compliance with the U.S. Securities Act,
               and

                                        Sincerely yours,


                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Address:
                                                 -------------------------------

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

<PAGE>

                                    Exhibit A

                           Definition of "U.S. Person"

1.   "U.S. person" means:

     i.   Any natural person resident in the United States;

     ii.  Any partnership or corporation organized or incorporated under the
          laws of the United States;

     iii. Any estate of which any executor or administrator is a U.S. person;

     iv.  Any trust of which any trustee is a U.S. person;

     v.   Any agency or branch of a foreign entity located in the United States;

     vi.  Any non-discretionary account or similar account (other than an estate
          or trust) held by a dealer or other fiduciary for the benefit or
          account of a U.S. person;

     vii. Any discretionary account or similar account (other than an estate or
          trust) held by a dealer or other fiduciary organized, incorporated, or
          (if an individual) resident in the United States; and

     viii. Any partnership or corporation if:

          A.   Organized or incorporated under the laws of any foreign
               jurisdiction; and

          B.   Formed by a U.S. person principally for the purpose of investing
               in securities not registered under the Act, unless it is
               organized or incorporated, and owned, by accredited investors (as
               defined in Rule 501 (a)) who are not natural persons, estates or
               trusts.

2.   The following are not "U.S. persons":

     i.   Any discretionary account or similar account (other than an estate or
          trust) held for the benefit or account of a non-U.S. person by a
          dealer

<PAGE>

          or other professional fiduciary organized, incorporated, or (if an
          individual) resident in the United States;

     ii.  Any estate of which any professional fiduciary acting as executor or
          administrator is a U.S. person if:

          A.   An executor or administrator of the estate who is not a U.S.
               person has sole or shared investment discretion with respect to
               the assets of the estate; and

          B.   The estate is governed by foreign law;

     iii. Any trust of which any professional fiduciary acting as trustee is a
          U.S. person, if a trustee who is not a U.S. person has sole or shared
          investment discretion with respect to the trust assets, and no
          beneficiary of the trust (and no settlor if the trust is revocable) is
          a U.S. person;

     iv.  An employee benefit plan established and administered in accordance
          with the law of a country other than the United States and customary
          practices and documentation of such country;

     v.   Any agency or branch of a U.S. person located outside the United
          States if:

          A.   The agency or branch operates for valid business reasons; and

          B.   The agency or branch is engaged in the business of insurance or
               banking and is subject to substantive insurance or banking
               regulation, respectively, in the jurisdiction where located; and

     vi.  The International Monetary Fund, the International Bank for
          Reconstruction and Development, the Inter-American Development Bank,
          the Asian Development Bank, the African Development Bank, the United
          Nations, and their agencies, affiliates and pension plans, and any
          other similar international organizations, their agencies, affiliates
          and pension plans.
<PAGE>
          ADDENDUM B TO THE VIRTUSA CORPORATION 2000 STOCK OPTION PLAN
             RULES APPLYING TO STOCK OPTIONS GRANTED TO UK EMPLOYEES

1.    ADOPTION OF THE UK ADDENDUM TO THE PLAN

1.1   The Committee, as that term is defined in the Virtusa Corporation 2000
      Stock Option Plan (the "Plan"), has adopted the provisions of this
      Addendum B (the "UK Addendum" in order to comply with applicable laws
      with respect to certain options granted to optionees resident in the UK.

1.2   The provisions of this UK Addendum are not intended to qualify as an
      approved share option plan under Schedule 4 to the Income Tax (Earnings
      and Pensions) Act 2003 ("ITEPA").

1.3   If there is any conflict between the provisions contained in the UK
      Addendum and the provisions of the Plan, then the provisions of the UK
      Addendum will take precedence in respect of options granted under the UK
      Addendum.

1.4   References in these Rules to Sections are to sections of the Plan and
      capitalized terms not defined herein shall have the meaning set forth in
      the Plan.

1.5   No option shall be granted under the UK Plan after termination of the
      same.

2.    PURPOSE - SECTION 1

2.1   The purpose of the UK Addendum to the Plan is to grant Nonqualified Stock
      Options to employees who are residents of the UK. No UK Option shall be
      granted to any person who is not an UK Employee on the date of grant.

3.    DEFINITIONS

3.1   Capitalized terms used herein but not defined herein shall have the
      meanings set forth in the Plan. The following additional definitions shall
      apply for the purposes of options granted under the UK Addendum and Plan:

      "Control"           shall have the meaning ascribed by Section 840 of the
                          Income and Corporation Taxes Act 1988.

      "UK Employee"       shall mean any bona fide employee of the Company or
                          any Subsidiary (as hereinafter defined) who is
                          resident in the United Kingdom for tax purposes

      "Inland Revenue"    shall mean the Board of Inland Revenue of the
                          United Kingdom.

      "Rules"             shall mean the rules of the UK Plan.

      "Subsidiary"        shall mean any company of which the Company has
                          Control.


                                       1
<PAGE>

      "UK Option"         Shall mean an option granted under Plan, as modified
                          by this Addendum B.

      "UK Stock Option    Shall mean the form of agreement issued upon the
      Agreement"          grant of an UK Option.

4.    GRANTS - SECTION 5

4.1   Any reference to Consultants and advisors of the Company in section 5(b)
      shall not apply to grants of UK Options.

4.2   No "Incentive Stock Options" shall be granted under the Plan as modified
      by the UK Addendum.

5.    TERMS AND CONDITIONS OF OPTIONS - SECTION 6

5.1   Section 6(c)(B) is hereby deleted.

5.2   Section 6(e) of the Plan shall not apply. A UK Option shall be personal to
      the UK Employee to whom it is granted and shall not be transferable or
      assignable during the Participant's lifetime. In the event of the death of
      the Participant, UK Options may be exercised only by the Participant's
      executor or by the administrator of the Participant's estate in accordance
      with the terms of the relevant UK Stock Option Agreement. An UK Option
      shall not be charged, pledged or otherwise encumbered and any purported
      assignment, charge, disposal or dealing with the rights and interest of
      the Participant otherwise than in accordance with the Plan, the UK
      Addendum or the relevant UK Stock Option Agreement shall render the UK
      Option void.

6.    RESTRICTED STOCK AWARDS - SECTION 7

      Section 7 of the Plan shall not apply to UK Employees.

7.    UNRESTRICTED STOCK AWARDS - SECTION 8

      Section 8 of the Plan shall not apply to UK Employees.

8.    TAX WITHHOLDING - SECTION 9

8.1   Sections 9(a) and 9(b) of the Plan shall not apply.

8.2   If a liability arises in connection with the exercise of a UK Option under
      which the Company or any Subsidiary is obliged to account for income tax
      and/or primary social security contributions (otherwise known as
      employee's National Insurance contributions) and/or secondary social
      security contributions (otherwise known as employer's National Insurance
      contributions) (together an "Employee Tax Liability"), then unless:

      (a)   the relevant Participant has indicated in the form of exercise that
            he will make a payment to his or her employer or the Company of an
            amount equal to the Employee Tax Liability; and


                                       2
<PAGE>

      (b)   the Participant does, within seven days of being notified by his or
            her employer or the Company of the amount of the Employee Tax
            Liability, make such payment to his employer or the Company;

      his or her employer may withhold from the salary of the Participant an
      amount equal to the Employee Tax Liability.

8.3   It is a condition of the exercise of an UK Option that the Participant
      agrees, if so requested by the Company, to enter into an election with his
      employer in respect of the liability for paying any secondary social
      security contributions (otherwise known as employer's National Insurance
      contributions) payable in connection with the exercise of a UK Option,
      provided that any such election has received prior approval from the
      Inland Revenue.

9.    GENERAL PROVISIONS - SECTION 13

      The following additional provisions shall apply in respect of UK Options.
      Notwithstanding any other provision of the Plan or UK Addendum:

      9.1   the Plan and the UK Addendum shall not form any part of any contract
            of employment between the Company or any Subsidiary and any
            employees of any of those companies, and they shall not confer on
            any such employees any legal or equitable rights (other than those
            constituting the UK Options themselves) against the Company or any
            Subsidiary, directly or indirectly, or give rise to any cause of
            action in law or in equity against the Company or any Subsidiary;

      9.2   the benefits to UK Employees under the Plan and the UK Addendum
            shall not form any part of their wages or remuneration or count as
            pay or remuneration for pension fund or other purposes; and

      9.3   in no circumstances shall any UK Employee on ceasing to hold the
            office or employment by virtue of which he is or may be eligible to
            participate in the the Plan, as modified by the UK Addendum, be
            entitled to any compensation for any loss of any right or benefit or
            prospective right or benefit under the Plan, as modified by the UK
            Addendum which he might otherwise have enjoyed whether such
            compensation is claimed by way of damages for wrongful dismissal or
            other breach of contract or by way of compensation for loss of
            office or otherwise.


                                       3