<PAGE>

                                                                    Exhibit 10.9


                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of September 29,
2006, by and between VIRTUSA CORPORATION, a Delaware corporation, having its
chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581
(the "Borrower"), and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts chartered
bank having its head office at 28 State Street, Boston, Massachusetts 02109
("Citizens" or the "Lender").

     The Borrower has requested the Lender to extend credit in the form of loans
and letters of credit, and the Lender is willing to make loans to the Borrower
and is willing to issue Letters of Credit, in each case on the terms and subject
to the conditions set forth herein.

     In consideration of the premises and for other goad and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

                                   SECTION I.

                                   DEFINITIONS

     1.1. Definitions

     All capitalized terms used in this Agreement, in the Note, in the other
Loan Documents or in any certificate, report or other document made or delivered
pursuant to this Agreement (unless otherwise defined therein) shall have the
meanings assigned to them below:

     Accounts Receivable and Accounts. All rights of the Borrower to payment of
a monetary obligation (i) for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of, (ii) for services rendered or to
be rendered, (iii) for a secondary obligation incurred or to be incurred, or
(iv) arising out of the use of a credit or charge card or information contained
on or for use with the card; and all sums of money and other Proceeds due or
becoming due thereon, all notes, bills, drafts, acceptances, instruments,
documents and other debts, obligations and liabilities, in whatever form, owing
to the Borrower with respect thereto, all guarantees and security therefor, and
the Borrowers rights pertaining to and interests in such property, including the
right of stoppage in transit, replevin or reclamation; all chattel paper; all
amounts due from Affiliates of the Borrower; all insurance proceeds; all other
rights and claims to the payment of money, under contracts or otherwise; and all
other property constituting "accounts" as such term is defined in the Uniform
Commercial Code,

     Affiliate. With reference to any Person, (i) any director, officer or
employee of that Person, (ii) any other Person controlling, controlled by or
under direct or indirect common control of that Person, (iii) any other Person
directly or indirectly holding 10.0% or more of any class of the capital stock
or other equity interests (including options, warrants, convertible securities
and similar rights) of that Person and (iv) any other Person 10.0% more of any
class of whose capital stock or other equity interests (including options,
warrants, convertible


                                                                               1
<PAGE>

securities and similar rights) is held directly or indirectly by that Person.

     Agreement. This Credit Agreement, including the Exhibits and Schedules
hereto, as the same may be supplemented, amended or restated from time to time.

     Assignee. Sec Section 9.1.


     Borrower. See Preamble.

     Borrower's Accountants. KPMG LLP, or such other independent certified
public accountants as are selected by the Borrower and are reasonably acceptable
to the Lender.

     Borrowing Base. As at the date of any determination thereof, an amount
equal to (a) 75.0% of the unpaid net amount of all Eligible Accounts, minus (b)
FX Reserves.

     Borrowing Base Report. A report signed by any Responsible Officer and in
substantially the form of Exhibit E hereto.

     Business Day. Any day, other than a Saturday, Sunday or legal holiday, on
which banks in Boston, Massachusetts are open for the conduct of a substantial
part of their commercial banking business.

     Capital Expenditures. Without duplication, any expenditure for fixed or
capital assets, leasehold improvements, capital leases, installment purchases of
machinery and equipment, acquisitions of real estate and other similar
expenditures including (i) in the ease of a purchase, the entire purchase price,
whether or not paid during the fiscal period in question, (ii) in the case of a
capital lease, the capitalized amount (as determined under GAAP) of the
obligations under such lease to pay rent and other amounts, and (iii)
expenditures respect to any construction in progress account of the Borrower.

     Closing Date. The first date on which the conditions set forth in Sections
3.1 and 3.2 have been satisfied and any Loans are to be made hereunder.

     Code. The Internal Revenue Code of 1986 and the rules and regulations
thereunder, collectively, as the same may from time to time be supplemented or
amended and remain in effect.

     Collateral. All of the property, rights and interests of the Borrower and
its Subsidiaries that are or are intended to be subject to the security
interests and liens created by the Security Documents.

     Commitment Fee. See Section 2.5.


     Consolidated Current Liabilities. The aggregate amount of Indebtedness of
the Borrower


                                                                               2
<PAGE>

and its Subsidiaries that may properly be classified as current liabilities in
accordance with GAAP and in any event including, without limitation, any direct
or indirect indebtedness and other liabilities of the Borrower and its
Subsidiaries that are payable on demand or within one (1) year from the creation
thereof:

     Consolidated Net Income. For any fiscal period, the consolidated net income
of' the Borrower and its Subsidiaries for such period, as determined in
accordance with GAAP, except that in no event shall such consolidated net income
include: (i) any gain or loss arising from any write-up of assets, except to the
extent inclusion thereof shall be approved in writing by the Lender; (ii)
earnings of any Subsidiary accrued prior to the date it became a Subsidiary;
(iii) any extraordinary or nonrecurring gains; (iv) any deferred or other credit
representing any excess of the equity of any Subsidiary at the date of
acquisition thereof over the amount invested in such Subsidiary; (v) the net
earnings of any business entity (other than a Subsidiary) in which the Borrower
or any Subsidiary has an ownership interest, except to the extent such net
earnings shall have actually been received by the Borrower or such Subsidiary in
the form of cash distributions; (vi) the proceeds of any life insurance policy;
and (vii) any reversal of any contingency reserve, except to the extent that
provision for such contingency reserve shall be made from income arising during
such period.

     Consolidated Tangible Net Worth. At any date as of which the amount thereof
shall be determined, the consolidated total assets of the Borrower and its
Subsidiaries, minus (a) Consolidated Total Liabilities, and minus (b) the sum of
any amounts attributable to (i) the book value, net of applicable reserves, of
all intangible assets of the Borrower and its Subsidiaries, including, without
limitation, goodwill, trademarks, copyrights, patents and any similar rights,
and unamortized debt discount and expense, (ii) all reserves not already
deducted from assets or included in Consolidated Total Liabilities, (iii) any
write-up in the book value of assets resulting from any revaluation thereof
subsequent to the date of the Audited Financial Statement, (iv) the value of any
minority interests in Subsidiaries, (v) intercompany accounts with Subsidiaries
and Affiliates (including receivables due from Subsidiaries and Affiliates and
loans or advances to employees), (vi) the value, if any, attributable to any
capital stock or other equity interests of the Borrower or any Subsidiary held
in treasury, and (vii) the value, if any, attributable to any notes or
subscriptions receivable due from equity holders in respect of capital stock or
other equity interests.

     Consolidated Total Liabilities. At any date as of which the amount thereof
shall be determined, all obligations that should, in accordance with GAAP, be
classified as liabilities on the consolidated balance sheet of the Borrower and
its Subsidiaries, including in any event all Indebtedness.

     Contra Customer. Any customer or other Person with whom the Borrower has a
contract or agreement of any kind (including an account payable) and in respect
of which there is an Account included in Eligible Accounts.

     Default. An Event of Default or any event or condition that, but for the
requirement that time elapse or notice be given, or both, would constitute an
Event of Default.



                                                                               3
<PAGE>

     Drawdown Date. The Business Day on which any Loan is made or is to be made.


     Eligible Account(s). An Account Receivable which:


     (a) Is not unpaid 90 or more days after invoice date and is not more than
60 days past due under the original terms of sale;

     (b) Arose in the ordinary course of business of the Borrower as a result of
either (i) services which have been performed for the account debtor or (ii) the
absolute sale of goods which have been shipped to the account debtor (and not on
a bill-and-hold, guaranteed sale, sale-or-return, sale-on-assignment,
sale-on-approval, consignment or other repurchase or return basis);

     (c) Is the legal, valid and binding obligation of the account debtor
thereunder is assignable, is owned by the Borrower free and clear of all
Encumbrances (except in favor of the Lender) and is subject to a valid,
perfected first security interest of the Lender (and if the account debtor is
the United States of America or any agency or instrumentality thereof, the right
to payment has been assigned to the Lender in compliance with the Assignment of
Claims Act of 1940, as amended) and is not evidenced by a promissory note or
other instrument;

     (d) Has not been materially reduced and is not subject to material
reduction, as against the Borrower, its agents or the Lender, by any offset,
counterclaim, adjustment, credit, allowance or other defense and as to which
there is no (and no basis for any) return, rejection, loss or damage of or to
the goods or services giving rise thereto, or any request for credit or
adjustments known to the Borrower; provided, however, that if an Account
Receivable, otherwise meeting the definition of Eligible Account, has been
materially reduced or is subject to material reduction solely because of a
failure of the Borrower to timely meet contract milestones and for no other
reason (i.e. "retainage") or because of a warranty claim and for no other
reason, such Account Receivable shall be an Eligible Account, to the extent it
has not been so materially reduced or is not subject to material reduction;

     (e) Is not in dispute or uncollectible for any reason, including, without
limitation, return, rejection, repossession, loss of or damage to the goods or
services giving rise thereto or other dispute, arty bankruptcy, insolvency,
adverse credit rating or other financial difficulty of the account debtor, or
any impediment to the assertion of a claim or commencement of an action against
the account debtor (including as a consequence of the failure of the Borrower to
be qualified or licensed in any jurisdiction where such qualification or
licensing is required), all as determined by the Lender in its sole discretion;

     (f) Is not owing from any Affiliate of the Borrower;

     (g) Is owing from an account debtor located in the United States, or, if
not located in the United States, whose Accounts Receivable are covered by
credit insurance satisfactory to the Lender in its sole discretion or supported
by a standby letter of credit in favor of the Lender satisfactory to the Lender
in its sole discretion;



                                                                               4
<PAGE>

     (h) Is owing from an account debtor at least 75.0% of whose accounts
payable owing to the Borrower are Eligible Accounts;

     (i) Is not owing from a Person who is the account debtor on more than 35.0%
of all Eligible Accounts, unless consented to by the Lender in writing;
provided, that the foregoing limitation shall not apply to account debtors (i)
located in the United States with public debt issued and outstanding rated BBB-
or better by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
and/or Bbb3 or better by Moody's Investor Services Inc. or (ii) if not located
in the United States, whose Accounts Receivable are covered by credit insurance
satisfactory to the Lender in its sole discretion or supported by a standby
letter of credit in favor of the Lender satisfactory to the Lender in its sole
discretion;

     (j) If owing from any Contra Customer, will be eligible only to the extent
it exceeds the amount of the Borrower's accounts payable, or other indebtedness
permitted hereunder that is payable, to such Contra Customer; and

     (k) Has not been designated by the Lender in its reasonable discretion by
notice to the Borrower as unacceptable for any reason.

     Encumbrances. See Section 7.3.


     Environmental Laws. Any and all applicable federal, state and local
environmental, health or safety statutes, laws, regulations, rules and
ordinances (whether now existing or hereafter enacted or promulgated), and all
applicable judicial, administrative and regulatory decrees, judgments and
orders, including common law rulings and determinations, relating to injury to,
or the protection of real or personal property or human health or the
environment, including, without limitation, all requirements pertaining to
reporting, licensing, permitting, investigation, remediation and removal of
emissions, discharges, releases or threatened releases of Hazardous Materials
into the environment or relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of such Hazardous
Materials.

     ERISA. The Employee Retirement Income Security Act of 1974 and the rules
and regulations thereunder, collectively, as the same may from time to time be
supplemented or amended and remain in effect.

     ERISA Affiliate. Any trade or business, whether or not incorporated, that
is treated as a single employer with the Borrower under Section 41 4(b) (c), (m)
or (o) of the Code and Section 4001(a) (14) of ERISA.

     ERISA Event. (a) Any "reportable event," as defined in Section 4043 of
ERISA or the regulations issued thereunder, with respect to a Plan unless the
30-day notice requirement with respect to such event has been waived by the
PBGC; (b) the adoption of any amendment to a Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or Section 307
of ERISA; (c) the existence with respect to any Plan of an "accumulated finding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA,
whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an


                                                                               5
<PAGE>

application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence of any liability under Title IV of ERISA with respect
to the termination of any Plan or the withdrawal or partial withdrawal of the
Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f)
the receipt by the Borrower of any ERISA Affiliate from the PBGC or a plan
administrator or any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (g) the receipt by the
Borrower or any ERISA Affiliate of any notice concerning the imposition of
Withdrawal Liability (as defined in Part I of Subtitle E of Title IV of ERISA)
with respect to any Multiemployer Plan or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA; (ii) the occurrence of a "prohibited transaction"
with respect to which the Borrower or any of the Subsidiaries is a "disqualified
person" (within the meaning of Section 4975 of the Code) or with respect to
which the Borrower or any such Subsidiary could otherwise be liable; and (i) any
other event or condition with respect to a Plan or Multiemployer Plan that could
reasonably be expected to result in liability of the Borrower.

     Event of Default. Any event described in Section 8.1.


     FX Documents. Any and all documents entered into by the Borrower in
connection with FX Transactions.

     FX Reserves. At anytime of determination of the Borrowing Base, an amount
equal to 15.0% of the face amount (in United States Dollars) of all foreign
exchange contracts entered into in connection with FX Transactions.

     FX Transactions. Any transactions arranged or facilitated by Lender on
behalf of Borrower or its Subsidiaries involving the purchase or sale of foreign
currencies either on a current or deferred basis.

     GAAP. Generally accepted accounting principles, consistently applied.

     Guarantees. As applied to any Person (a "guarantor"), all guarantees,
endorsements and other contingent or surety obligations with respect to
Indebtedness or other obligations of any other Person (the "primary obligor"),
whether or not reflected on the consolidated balance sheet of the guarantor,
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
other obligation.

     Hazardous Materials. Any substance (i) the presence of which requires or
may hereafter require notification, investigation, removal or remediation under
any Environmental Law; (ii) which is or becomes defined as a "hazardous waste",
"hazardous material" or "hazardous


                                                                               6
<PAGE>

substance" or "pollutant" or "contaminant" under any present or future
Environmental Law or amendments thereto including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
Section 9601 et seq.) and any applicable local statutes and the regulations
promulgated thereunder; (iii) which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and
which is or becomes regulated pursuant to any Environmental Law by any
governmental authority, agency, department, commission, board, agency or
instrumentality of the United States, any applicable state of the United States,
or any political subdivision thereof, or (iv) without limitation, which contains
gasoline, diesel fuel or other petroleum products, asbestos or polychlorinated
biphenyls ("PCB's").

     Indebtedness. As applied to the Borrower and its Subsidiaries, without
duplication, (i) all obligations for borrowed money or other extensions of
credit whether secured or unsecured, absolute or contingent, including, without
limitation, unmatured reimbursement obligations with respect to letters of
credit or guarantees issued for the account of or on behalf of the Borrower and
its Subsidiaries and all obligations representing the deferred purchase price of
property, other than accounts payable arising in the ordinary course of
business, (ii) all obligations evidenced by bonds, notes, debentures or other
similar instruments, (iii) all obligations secured by any mortgage, pledge,
security interest or other lien on property owned or acquired by the Borrower or
any of its Subsidiaries whether or not the obligations secured thereby shall
have been assumed, (iv) that portion of all obligations arising under leases
that is required to be capitalized on the consolidated balance sheet of the
Borrower and its Subsidiaries, (v) all Guarantees, (vi) all obligations that are
immediately due and payable out of the proceeds of or production from property
now or hereafter owned or acquired by the Borrower or any of its Subsidiaries,
and (vii) all other obligations which, in accordance with GAAP, would be
included as a liability on the consolidated balance sheet of the Borrower and
its Subsidiaries, but excluding anything in the nature of capital stock, capital
surplus and retained earnings.

     Audited Financial Statement. See Section 4.6.


     Interest Expense. For any fiscal period, the consolidated interest expense
(including imputed interest and capitalized lease obligations) and amortized
debt discount on indebtedness of the Borrower and its Subsidiaries for such
period.

     Investment. As applied to the Borrower and its Subsidiaries, the purchase
or acquisition of any share of capital stock, partnership interest, evidence of
indebtedness or other equity security of any other Person (including any
Subsidiary), any loan, advance or extension of credit (excluding Accounts
Receivable arising in the ordinary course of business) to, or contribution to
the capital of, any other Person (including any Subsidiary), any real estate
held for sale or investment, any securities or commodities futures contracts
held, any other investment in any other Person (including any Subsidiary), and
the making of any commitment or acquisition of any option to make an Investment.

     Lease. That certain lease, dated as of June, 2000, between the Borrower and
W9/TIB Real Estate Limited Partnership in respect of the premises occupied by
the Borrower in Westborough, Massachusetts, as amended to date by the First
Amendment dated as of November


                                                                               7
<PAGE>

2000 and Second Amendment and Extension of Lease dated as of December 30, 2003.

     Lease Letters of Credit. Any Letters of Credit issued for the purpose of
securing the Borrower's obligations under the Lease, including, without
limitation, any issued prior to the date hereof.

     Lender. See Preamble.

     Letter of Credit Applications. Applications for Letters of Credit in such
form as may be required by the Lender from time to time which are executed and
delivered by the Borrower to the Lender pursuant to Section 2A, as the same may
be amended or supplemented from time to time.

     Letter of Credit Fee. See Section 2.5.

     Letter of Credit Pledge Agreement. See Section 2A.1(b).

     Letter of Credit Sublimit. The sum of $1,500,000.00.

     Letters of Credit. See Section 2A.1(a).


     Loan Documents. This Agreement, the Note, the Letters of Credit, the Letter
of Credit Applications, the Security Documents and the FX Documents, together
with any agreements, instruments or documents now or hereafter executed and
delivered pursuant to or in connection with any of the foregoing.

     Loans. The loans made or to be made by the Lender to the Borrower pursuant
to Section II of this Agreement, including Revolving Credit Loans and unpaid
Reimbursement Obligations.

     Maximum Drawing Amount. The maximum aggregate amount from time to time that
beneficiaries may draw under outstanding Letters of Credit.

     Multiemployer Plan. Any plan which is a Multiemployer Plan as defined in
Section 4001(a) (3) of ERISA.


     Note Record. Any internal record, including a computer record, maintained
by the Lender with respect to any Loan.

     Note. See Section 2.2(a).


     Notice of Borrowing. The notice, substantially in the form of Exhibit B
hereto, to be given by the Borrower to the Lender to request a Revolving Credit
Loan.

     Obligations. The aggregate outstanding principal balance of and interest
(and premium. if any) on the Loans (including, without limitation, interest
accruing at the then applicable rate provided herein after the maturity of the
Loans and interest accruing at the then applicable rate


                                                                               8
<PAGE>

provided herein after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) and all other obligations of the Borrower to the
Lender of every kind and description pursuant to or in connection with the Loan
Documents and FX Transactions, deposit accounts, cash management accounts and
services, hedging transactions, interest rate caps, collars and similar interest
rate protection products, and all other banking products and services, direct or
indirect, absolute or contingent, primary or secondary, due or to become due,
now existing or hereafter arising, regardless of how they arise or by what
agreement or instrument, if any, in each case whether on account of principal
interest, premium, reimbursement obligations, fees, indemnities, coats, expenses
or otherwise (including, without limitation, all fees and disbursements of
counsel that are required to be paid by the Borrower pursuant to any of the Loan
Documents), and including obligations to perform acts and refrain from taking
action as well as obligations to pay money.

     Participant. See Section 9.2.

     PBGC. The Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.

     Pension Plan. Any Plan which is an "employee pension benefit plan" (as
defined in ERISA).


     Permitted Encumbrances. See Section 7.3.

     Person. Any individual, corporation, partnership, limited liability
company, trust, unincorporated association, business or other legal entity, and
any government or governmental agency or political subdivision thereof.

     Plan. Any "employee pension benefit plan" or "employee welfare benefit
plan" (each as defined in Section 3 of ERISA) maintained by the Borrower or any
Subsidiary.

     Pledge Agreement. That certain Pledge Agreement dated the date hereof
pursuant to which Borrower shall pledge to Lender the capital stock of its
subsidiary, Virtusa Securities Corporation.

     Prime Rate. The rate of interest announced from time to time by the Lender
at its head office as its "Prime Rate". The Prime Rate is a reference rate and
does not necessarily represent the lowest or best rate being charged to any
customer. Any change in the Prime Rate shall be effective from and including the
effective date of such change.

     Prohibited Transaction. Any "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

     Qualified Investments. As applied to the Borrower and its Subsidiaries,
Investments in (1) notes, bonds or other obligations of the United States of
America or any agency thereof that as to principal, and interest constitute
direct obligations of or are guaranteed by the United States


                                                                               9
<PAGE>

of America and that have maturity dates not more than one year from the date of
acquisition, (ii) certificates of deposit, demand deposit accounts or other
deposit instruments or accounts maintained in the ordinary course of business
(x) with Silicon Valley Bank, (y) with banks or trust companies organized. under
the laws of the United States or any state thereof that have capital and surplus
of at least $500,000,000.00 which certificates of deposit and other deposit
instruments, if not payable on demand, have maturities of not more than 180 days
from the date of acquisition or (z) with respect to deposit accounts for the
purpose of funding ordinary course payroll obligations to the Borrower's or its
Subsidiaries' overseas employees, with banks or trust companies organized under
the laws of India or Sri Lanka known by the Borrower to be reputable for such
purposes, subject to the limitation set forth in Section 6.2(b), (iii)
commercial paper that, as of the date of acquisition, has the highest credit
rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. or their successors, and in each
case maturing not more than 270 days from the date of acquisition, and (iv) any
repurchase agreement secured by any one or more of the foregoing.

     Reimbursement Obligation. The Obligation of the Borrower to reimburse the
Lender on account of any drawing under any Letter of Credit as provided in
Section 2A.2

     Responsible Officer. The chief financial officer of the Borrower and any
other officer of the Borrower designated by the chief financial officer to sign
Borrowing Base Reports and Notices of Borrowing.

     Restricted Payment. Any dividend, distribution, loan, advance, guaranty,
extension of credit or other payment (whether in cash, securities or other
property) to or for the benefit of any Person who holds an equity interest in
the Borrower or any of its Subsidiaries, whether or not such interest is
evidenced by a security, and any other payment, whether in cash, securities or
other property, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any capital stock of the Borrower or any of its
subsidiaries, whether now or hereafter outstanding, or of any options, warrants
or similar rights to purchase such capital stock or any security convertible
into or exchangeable for such capital stock.

     Revolving Credit Commitment. The maximum dollar amount of credit which the
Lender has agreed to loan to the Borrower as Revolving Credit Loans or make
available to the Borrower pursuant to Letters of Credit upon the terms and
subject to the conditions of this Agreement, initially $3,000,000.00, as the
Lender's Revolving Credit Commitment may be modified pursuant hereto and in
effect from time to time. A portion of the Revolving Credit Commitment up to the
Letter of Credit Sublimit shall be available to Borrower for issuance of Letters
of Credit.

     Revolving Credit Loans. See Section 2.1(a).

     Revolving Credit Maturity Date. September 30, 2007.

     Revolving Credit Outstandings. At any time, the outstanding principal
balance of Revolving Credit Loans.




                                                                              10
<PAGE>

     Security Documents. A security agreement, a negative pledge agreement with
respect to intellectual property of the Borrower and the Letter of Credit Pledge
Agreement the Pledge Agreement, and any subsequent pledge or security agreements
granted by Borrower to Lender, each in favor of the Lender to secure
Obligations, in each case as amended and/or restated and in effect from time to
time, and any additional documents evidencing or perfecting the Lender's lien on
the Collateral.

     Subsidiary. With respect to any Person, any corporation, association, joint
stock company, business trust, partnership, limited liability company or other
similar organization of which more than 50.0% of the ordinary voting power for
the election of a majority of the members of the board of directors or other
governing body of such entity is held or controlled by such Person or a
Subsidiary of such Person; or any other such organization the management of
which is directly or indirectly controlled by such Person or a Subsidiary of
such Person through the exercise of voting power or otherwise; or any joint
venture, whether incorporated or not, in which such Person has more than a 50.0%
ownership interest.

     Total Revolving Credit Outstandings. At any time, the sum of (i) The
aggregate outstanding principal balance of Revolving Credit Loans and (ii) The
Maximum Drawing Amount of Letters of Credit at such time.

     1.2. Rules of Interpretation.


     (a) All terms of an accounting or financial character used herein but not
defined herein shall have the meanings assigned thereto by GAAP, as in effect
from time to time, and all calculations for the purposes of Section VI hereof
shall be made in accordance with GAAP; provided that if any time after the date
hereof there shall occur any change in respect of GAAP from that used in the
preparation of the audited financial statements referred to in Section 4.6(a) in
a manner that would have a material effect on any matter which is material to
Section VI, the Borrower and the Lender will, within 10 Business Days after
notice from the Lender or the Borrower, as the case may be to that effect, and
continue in good faith negotiations with a view towards making appropriate
amendments to the provisions hereof acceptable to the Lender to reflect as
narrowly possible the effect on Section VI as in effect on the date hereof;
provided, further, that until such notice shall have been withdrawn or the
relevant provisions amended in accordance herewith, Section VI shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective.

     (b) Except as otherwise specifically provided herein, reference to any
document or agreement shall include such document or agreement as amended
modified or supplemented and in effect from time to time in accordance with its
terms and the terms of this Agreement.

     (c) The singular includes the plural and the plural includes the singular.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.

     (d) A reference to any Person includes its permitted successors and
permitted assigns,

                                                                              11
<PAGE>

     (e) The words "include", "includes" and "including" are not limiting.

     (f) The words "herein", "hereof', "hereunder" and words of like import
shall refer to this Agreement as a whole and not to any particular section or
subdivision of this Agreement.

     (g) All terms not specifically defined herein or by GAAP that arc defined
in the Uniform Commercial Code as in effect in The Commonwealth of
Massachusetts, shall have the meanings assigned to them in such Uniform
Commercial Code.

                                   SECTION II

                              DESCRIPTION OF CREDIT

     2.1. Revolving Credit Loans.

     (a) Upon the terms and subject to the conditions of this Agreement, and in
reliance upon the representations, warranties and covenants of the Borrower
herein, the Lender agrees to make revolving credit loans (the "Revolving Credit
Loans") to the Borrower at the Borrower's request from time to time from and
after the Closing Date and prior to the Revolving Credit Maturity Date, provided
that Total Revolving Credit Outstandings (after giving effect to all requested
Revolving Credit Loans and Letters of Credit) shall not at any time exceed the
lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitment.
Subject to the terms and conditions of this Agreement, the Borrower may borrow,
repay, prepay and reborrow amounts, up to the limits imposed by this Section
2.1, from time to time between the Closing Date and the Revolving Credit
Maturity Date upon request given to the Lender pursuant to Section 2.3. Each
request for a Revolving Credit Loan hereunder shall constitute a representation
and warranty by the Borrower that the conditions set forth in Sections 3.1 and
3.2 have been satisfied as of the date of such request.

     (b) The Revolving Credit Commitment shall terminate at 5:00 p.m. Boston
time on the Revolving Credit Maturity Date.

     2.2. The Note.


     (a) The Revolving Credit Loans shall be evidenced by a promissory note in
the form of Exhibit A hereto, dated as of the Closing Date (the "Note").

     (b) The Borrower irrevocably authorizes the Lender to make or cause to be
made, at or about the time of the Drawdown Date of any Loan or at the time of
receipt of any payment of principal on the Note, an appropriate notation on its
Note Record reflecting (as the case may be) the making of such Loan or the
receipt of such payment. The outstanding amount of the Loans set forth on the
Note Record shall be prima facie evidence of the principal amount thereof owing
and unpaid to the Lender, but the failure to record, or any error in so
recording, any such amount on the Lender's Note Record shall not limit or
otherwise affect the obligations of the Borrower hereunder or under the Note to
make payments of principal of or interest on the Note when due.


                                                                              12
<PAGE>

         2.3. Notice and Manner of Borrowing. Whenever the Borrower desires to
obtain a Revolving Credit Loan hereunder, the Borrower shall give the Lender a
telephonic notice promptly confirmed by a written Notice of Borrowing, which
notices shall be irrevocable and which must be received no later than 2:00 p.m.
Boston time on the date the requested Revolving Credit Loan is to be made. Such
Notice of Borrowing shall specify the effective date and amount of the Revolving
Credit Loan. If the written confirmation of any telephonic notification differs
in any material respect from the action taken by the Lender, the records of the
Lender shall control absent manifest error. If the Lender receives a Notice of
Borrowing after the time specified in subsection (a) above, such Notice shall
not be effective.

     2.4. Interest Rates and Payment of Interest.


     (a) Each Revolving Credit Loan shall bear interest on the outstanding
principal amount thereof at a rate per annum equal to the Prime Rate minus
0.25%, which rate shall change contemporaneously with any change in the Prime
Rate. Such interest shall be payable monthly in arrears on the first Business
Day of each month.

     (b) If a Default shall occur, then at the option of the Lender (i) the
unpaid balance of Loans shall bear interest, to the extent permitted by law,
compounded daily at an interest rate equal to 2.0% per annum above the interest
rate applicable to each such Loan in effect on the day such Default occurs,
until such Default is cured or waived, and (ii) the Borrower shall pay to the
Lender a fee (in addition to the Letter of Credit Fee) equal to 1.0% per annum
of the Maximum Drawing Amount of all Letters of Credit outstanding during the
period from the occurrence of such Default until such Default is cured or
waived.

     (c) All agreements between the Borrower and the Lender are hereby expressly
limited so that in no contingency or event whatsoever, whether by reason of
acceleration of maturity of the Obligations or otherwise, shall the amount paid
or agreed to be paid to the Lender for the use or the forbearance of the
Obligations exceed the maximum permissible under applicable law. As used in this
Section 2.4(c), the term "applicable law" shall mean the law of The Commonwealth
of Massachusetts in effect as of the date hereof provided, however, that in the
event there is a change in the law which results in a higher permissible rate of
interest, then the Loan Documents shall be governed by such new law as of its
effective date. In this regard, it is expressly agreed that it is the intent of
Borrower and the Lender in the execution, delivery and acceptance of the Loan
Documents to contract in strict compliance with the laws of The Commonwealth of
Massachusetts from time to time in effect. If, under or from. any circumstances
whatsoever, fulfillment of any provision of any of the Loan Documents at the
time of performance of such provision shall be due, shall involve transcending
the limit of such validity prescribed by applicable law, then the obligation, to
be fulfilled shall automatically be reduced to the limits of such validity, and
if under or from any circumstances whatsoever the Lenders should ever receive as
interest an amount which would exceed the highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of the principal
balance of the Obligations and not to payment of interest. This provision shall
control every other provision of all Loan Documents.

     2.5. Fees and Charges.

                                                                              13
<PAGE>


     (a) The Borrower shall pay to the Lender an annual commitment fee (the
"Commitment Fee"), computed on a daily basis and payable quarterly in arrears on
the first Business Day of each quarter, equal to (i) the excess of (x) the
Revolving Credit Commitment at the time (without giving effect to any Letters of
Credit or requested Letters of Credit) over (y) Revolving Credit Outstandings
from time to time, multiplied by (ii) 0.1667%.

     (b) The Borrower shall pay to the Lender a fee (the "Letter of Credit Fee")
at a rate per annum equal to (i) the face amount of each outstanding Letter of
Credit multiplied by (ii) 1.25% with respect to Letters of Credit which are not
expressly cash-secured. The Letter of Credit Fee shall be 1.0% per annum with
respect to any Letters of Credit which are expressly and fully secured by a
pledge of cash on deposit with Citizens. The Letter of Credit Fee shall be paid
quarterly in arrears on the first Business Day of each quarter. The Borrower
shall also pay to the Lender on demand standard documentation charges for the
issuance of each Letter of Credit and the amount of any taxes, fees, charges or
other costs and expenses whatsoever incurred by the Lender in connection with
any Letter of Credit.

     (c) Without limiting any of the Lender's other rights hereunder or by law,
if any Loan or any portion thereof or any interest thereon or any other amount
payable hereunder or under any other Loan Document is not paid within ten days
after its due date, the Borrower shall pay to the Lender on demand a late
payment charge equal to 5.0% of the amount of the payment due.

     (d) The Borrower authorizes the Lender to charge to its Note Record or to
any deposit account which the Borrower may maintain with the Lender the
interest, fees, charges, taxes and expenses provided for in this Agreement the
other Loan Documents or any other document executed or delivered in connection
herewith or therewith.

     2.6. Payments and Prepayments of the Loans

     (a) On the Revolving Credit Maturity Date, the Borrower shall pay in full
the unpaid principal balance of all outstanding Revolving Credit Loans, together
with all unpaid interest thereon and all fees and other amounts due with respect
thereto,

     (b) Revolving Credit Loans may be prepaid at any time, without premium or
penalty. Any such notice of prepayment shall be irrevocable. Prepayments of
Revolving Credit Loans may be reborrowed to the extent provided in Section 2.1.

     (c) If at any time Revolving Credit Outstandings exceed the lesser of (i)
the Borrowing Base and (ii) the Revolving Credit Commitment, the Borrower shall
immediately pay the amount of any such excess to the Lender for application to
the Revolving Credit Loans.

     2.7. Method of Payments

     (a) All payments by the Borrower hereunder and under any of the other Loan
Documents shall be made in lawful money of the United States at the Lender's
head office or at such other location that the Lender may from time to time
designate, in each case in immediately available


                                                                              14
<PAGE>

funds, and shall he deemed to have been made only when made in compliance with
this Section. All such payments shall be made without set-off or counterclaim
and free and clear of and without deduction for any taxes, levies, imposts,
duties, charges, fees, deductions, withholdings, compulsory loans, restrictions
or conditions of any nature now or hereafter imposed or levied by any
jurisdiction or any political subdivision thereof or taxing or other authority
therein unless the Borrower is compelled by law to make such deduction or
withholding. If any such obligation is imposed upon the Borrower with respect to
any amount payable by it hereunder or under any of the other Loan Documents, the
Borrower will pay to the Lender such additional amount in United States Dollars
as shall be necessary to enable the Lender to receive the same net amount which
the Lender would have received on such clue date had no such obligation been
imposed upon the Borrower, The Borrower will deliver promptly to the Lender
certificates or other valid vouchers or other evidence of payment reasonably
satisfactory to the Lender for all taxes or other charges deducted from or paid
with respect to payments made by the Borrower hereunder or under such other Loan
Document, The Lender may, and the Borrower hereby authorizes the Lender to,
debit the amount of any payment not made by such time to the demand deposit
accounts of the Borrower with the Lender or to its Note Record.

     (b) If the Revolving Credit Commitment shall have been terminated or the
Obligations shall have been declared immediately due and payable pursuant to
Section 8.2 all funds received from or on behalf of the Borrower (including as
proceeds of Collateral) by the Lender in respect of Obligations, shall be
applied by the Lender in the following manner and order: (i) first, to reimburse
the Lender for any amounts payable pursuant to Sections 10.2 and 11.3 hereof;
(ii) second, to the payment of Commitment Fees, Letter of Credit Fees and any
other fees payable hereunder; (iii) third, to the payment of interest due on the
Loans and the Reimbursement Obligations; (iv) fourth, to the payment of the
outstanding principal balance of the Loans and the Reimbursement Obligations,
pro rata to the outstanding principal balance of each, and to provide the Lender
with cash collateral for any issued and outstanding Letters of Credit in an
amount determined by Lender to be necessary to secure such Obligations; (v)
fifth, to the payment of any other Obligations payable by the Borrower, pro rata
to the outstanding principal balance of each; and (vi) any remaining funds shall
be paid to whoever shall be entitled thereto or as a court of competent
jurisdiction shall direct.

     2.8. Computation of Interest and Fees; Due Date. Interest and all fees
payable hereunder shall be computed daily on the basis of a year of 360 days and
paid for the actual number of days for which due. If the due date for any
payment of principal is extended by operation of law, interest shall be payable
for such extended time. If any payment required by this Agreement becomes due on
a day that is not a Business Day such payment may be made on the next succeeding
Business Day, and such extension shall be included in computing interest and
fees in connection with such payment.

     2.9. Increased Costs. In case any change made after the Closing Date in any
law, regulation, treaty or official directive or the interpretation or
application thereof by any court or by any governmental authority charged with
the administration thereof or the compliance with any guideline or request of
any central bank or other governmental authority (whether or not having the
force of law):



                                                                              15
<PAGE>

     (a) Subjects the Lender to any tax with respect to payments of principal or
interest or any other amounts payable hereunder by the Borrower or otherwise
with respect to the transactions contemplated hereby (except for taxes on the
overall net income of the Lender imposed by the United States of America or any
political subdivision thereof), or

     (b) Imposes, modifies or deems applicable any deposit insurance, reserve,
special deposit or similar requirement against assets held by, or deposits in or
for the account of, or loans by, the Lender, or

     (c) Imposes upon the Lender any other condition with respect to its
obligations or performance under this Agreement or in respect of any Letter of
Credit, and the result of any of the foregoing is to increase the cost to the
Lender, reduce the income receivable by the Lender or impose any expense upon
the Lender with respect to any Loans or its obligations under this Agreement or
in respect of any Letter of Credit, the Lender shall notify the Borrower
thereof. The Borrower agrees to pay to the Lender the amount of such increase in
cost, reduction in income or additional expense as and when such cost, reduction
or expense is incurred or determined, upon presentation by the Lender of a
statement in the amount and setting forth in reasonable detail the Lender's
calculation thereof and the assumptions upon which such calculation was based,
which statement shall be deemed true and correct absent manifest error.

     2.10. Capital Requirements. If after the date hereof the Lender determines
that (i) the adoption of or change in any law, rule, regulation or guideline
regarding capital requirements for banks or bank holding companies, or any
change in the interpretation or application thereof (by any governmental
authority charged with the administration thereof or (ii) compliance by the
Lender or its parent bank holding company with any guideline, request or
directive of any such entity regarding capital adequacy (whether or not having
the force of law), has the effect of reducing the return on the Lender's or such
holding company's capital as a consequence of the Lender's Revolving Credit
Commitment to make Loans hereunder or its obligations in respect of any Letter
of Credit to a level below that which the Lender or such holding company could
have achieved but for such adoption, change or compliance (taking into
consideration the Lender's or such holding company's then existing policies with
respect to capital adequacy and assuming the full utilization of such entity's
capital) by any amount deemed by the Lender to be material, then the Lender
shall notify the Borrower thereof. The Borrower agrees to pay to the Lender the
amount of such reduction of return on capital as and when such reduction is
determined, payable within 90 days after presentation by the Lender of a
statement in the amount and setting forth in reasonable detail the Lender's
calculation thereof and the assumptions upon which such calculation was based
(which statement shall be deemed true and correct absent manifest error) unless
within such 90 day period the Borrower shall have prepaid in full all
Obligations to the Lender, in which event no amount shall be payable to the
Lender under this Section. In determining such amount, the Lender may use any
reasonable averaging and attribution methods.

                                   SECTION 2A

                                LETTERS OF CREDIT

     2A.1 Issuance.


                                                                              16
<PAGE>

     (a) Upon the terms and subject to the conditions hereof, the Lender, in
reliance upon the representations and warranties of the Borrower contained
herein, agrees to issue letters of credit (the "Letters of Credit") prior to the
Revolving Credit Maturity Date for the account of the Borrower in such form as
may be requested from time to time by the Borrower and agreed to by the Lender,
provided that the Maximum Drawing Amount of all Letters of Credit shall not at
any time exceed the Letter of Credit Sublimit (after giving effect to all
requested Letters of Credit) and the sum of the outstanding amount of Revolving
Credit Loans and the Maximum Drawing Amount of all Letters of Credit shall not
at any time exceed the Revolving Credit Commitment; provided, further that no
Letter of Credit shall have an expiration date later than the Maturity Date
(unless extended beyond such date by the Lender in its sole discretion).

     (b) THE BORROWER HAS EXECUTED AND DELIVERED TO THE LENDER A LETTER OF
CREDIT PLEDGE AGREEMENT, DATED JUNE 8, 2004 (THE "LETTER OF CREDIT PLEDGE
AGREEMENT"), IN CONNECTION WITH A LETTER OF CREDIT ISSUED IN CONNECTION WITH THE
LEASE (THE "LEASE LETTER OF CREDIT") AND HAS DELIVERED TO THE LENDER CASH
COLLATERAL UNDER THE LETTER OF CREDIT PLEDGE AGREEMENT EQUAL TO 100% OF THE
MAXIMUM DRAWING AMOUNT UNDER SUCH LEASE LETTER(s) OF CREDIT. The Lease Letter of
Credit shall not be deemed to be issued under the Revolving Credit Commitment or
Letter of Credit Sublimit. At least three (3) Business Days prior to the
proposed issuance date of any other Letter of Credit, the Borrower shall deliver
to the Lender (i) a Letter of Credit Application setting forth the Maximum
Drawing Amount of all Letters of Credit (including the requested Letter Of
Credit, but excluding the Lease Letter of Credit), the requested language of the
requested Letter of Credit (which shall be reasonably acceptable to Lender) and
such other information as the Lender shall require, and (ii) if the Letter of
Credit is to be secured by cash collateral, a designation of cash collateral
under the Letter of Credit Pledge Agreement equal to 100.0% of the Maximum
Drawing Amount of the requested Letter of Credit. Each request for the issuance
of a Letter of Credit hereunder shall constitute a representation and warranty
by the Borrower that the conditions set forth in Sections 3.1 and 3.2 have been
satisfied as of the date of such request.

     2A.2 Reimbursement Obligation of the Borrower. In order to induce the
Lender to issue, extend and renew each Letter of Credit, the Borrower hereby
agrees to reimburse or pay to the Lender, with respect to each Letter of Credit
issued, extended or renewed by the Lender hereunder on each date that any draft
presented under any Letter of Credit is honored by the Lender or the Lender
otherwise makes payment with respect thereto, the Borrower shall pay (i) the
amount paid by the Lender under or with respect to such Letter of Credit, and
(ii) the amount of any taxes, fees, charges or other costs and expenses
whatsoever (including standard documentation charges for the issuance of each
Letter of Credit) incurred by the Lender in connection with any payment made by
the Lender under, or with respect to, such Letter of Credit. Interest on any and
all amounts remaining unpaid by the Borrower under this Section 2A2 at any time
from the date such amounts become due and payable (whether as stated in this
Section 2A.2, by acceleration or otherwise) until payment in full (whether
before or after judgment) shall be payable to the Lender on demand at a rate per
annum equal to 2.0% above the interest rate applicable to Revolving Credit Loans
at the time in the absence of an Event of Default.



                                                                              17
<PAGE>

     2A.3 Letter of Credit Payments. If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, the Lender shall
notify the Borrower of the date and amount of the draft presented or demand for
payment and of the date and time when it expects to pay such draft or honor such
demand for payment. The responsibility of the Lender to the Borrower shall be
only to determine that the documents (including each draft) delivered under each
Letter of Credit in connection with such presentment shall be in conformity in
all material respects with such Letter of Credit. Any unpaid Reimbursement
Obligations with respect to Letters of Credit shall be deemed to be Revolving
Credit Loans and shall be charged to Borrower's Loan account.

     2A.4 Obligations Absolute

     (a) The Borrower's Reimbursement Obligations shall be absolute and
unconditional under any and all circumstances and irrespective of the occurrence
of any Default or Event of Default or any condition precedent whatsoever or any
set-off; counterclaim or defense to payment which the Borrower may have or have
had against the Lender or any beneficiary of a Letter of Credit. The Borrower
further agrees that the Lender shall not be responsible for, and the Borrower's
Reimbursement Obligations shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if
such documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among the Borrower, the
beneficiary of any Letter of Credit or any financing institution or other party
to which any Letter of Credit may be transferred or any claims or defenses
whatsoever of the Borrower, against the beneficiary of any Letter of Credit or
any such transferee.

     (b) The Lender shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit. The Borrower agrees that
any action taken or omitted by the Lender under or in connection with each
Letter of Credit and the related drafts and documents, if done in good faith,
shall be binding upon the Borrower and shall not result in any liability on the
part of the Lender to the Borrower.

     2A.5 Reliance by the Lender. To the extent not inconsistent with Section
2A.4, the Lender shall be entitled to rely on and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, electronic facsimile transmission, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons and upon advice and statements of legal
counsel, independent accountants and other experts selected by the Lender.

                                   SECTION III

                    CONDITIONS OF LOANS AND LETTERS OF CREDIT

     3.1. Conditions Precedent to Initial Loans. The obligation of the Lender to
make the initial Loans and to issue the initial Letter of Credit is subject to
the satisfaction of the following conditions precedent on or prior to the
Closing Date:



                                                                              18
<PAGE>

     (a) The Lender shall have received the following agreements, documents,
certificates and opinions in form and substance satisfactory to the Lender and
duly executed and delivered by the parties thereto:

     (i) This Agreement;

     (ii) The Note, substantially in the form of Exhibit A hereto;

     (iii) The Security Documents;

     (iv) a UCC-l Financing Statement covering the Collateral;

     (v) UCC-3 Termination Statements to terminate Encumbrances (other than
Permitted Encumbrances) of Persons ether than the Lender of record against the
Collateral;

     (vi) Certificates of insurance or insurance binders evidencing compliance
with Section 5.3 hereof and the applicable provisions of the Security Documents;

     (vii) Borrowing Base Report as of the Closing Date;

     (viii) A certificate of the Secretary or an Assistant Secretary of the
Borrower with respect to resolutions of its Board of Directors or other
authorized Committee thereof, authorizing the execution and delivery of the Loan
Documents and identifying the officer(s) authorized to execute, deliver and take
all other actions required under this Agreement, and providing specimen
signatures of such officer(s);

     (ix) The Certificate of Incorporation of the Borrower and all amendments
and supplements thereto, as flied in the office of the Secretary of State of its
jurisdiction of formation, certified by said Secretary of State as being a true
and correct copy thereof;

     (x) The By-laws of the Borrower and all amendments and supplements thereto,
certified by the Secretary or an Assistant Secretary of the Borrower as being a
true and correct copy thereof;

     (xi) A certificate of the Secretary of State of the Borrower's jurisdiction
of incorporation as to legal existence and good standing of the Borrower in such
state;

     (xii) A certificate of the Secretaries of State of each state in which the
Borrower is doing business as to the due qualification and good standing of the
Borrower as a foreign, corporation in such states;

     (xiii) An opinion addressed to the Lender from Goodwin, Procter, LLP ,
counsel to the Borrower;

     (xiv) A certificate of the chief financial officer of the Borrower as to
the solvency of the


                                                                              19
<PAGE>

Borrower, the accuracy of the Borrower's representations and warranties and such
other matters as the Lender may request;

     (xv) A report in substantially the form of Exhibit D hereto signed on
behalf of the Borrower by its chief financial officer with respect to the
financial statements required to be delivered pursuant to Section 4.6; and

     (xvi) Such other documents, instruments, opinions and certificates, and
completion of such other matters, as the Lender may reasonably deem necessary or
appropriate.

     (b) No litigation, arbitration, proceeding or investigation shall be
pending or threatened which questions the validity or legality of the
transactions contemplated by any Loan Document or seeks a restraining order,
injunction or damages in connection therewith, or which, in the judgment of the
Lender, might adversely affect the transactions contemplated hereby or might
have a materially adverse affect on the assets, business financial condition or
prospects of the Borrower.

     (c) All necessary filings and recordings against the Collateral shall have
been completed and the Lender's liens on the Collateral shall have been
perfected, as contemplated by the Security Documents.

     (d) The Borrower shall have paid to the Lender all fees to be paid
hereunder on or prior to the Closing Date.

     3.2. Conditions Precedent to all Loans and Letters of Credit. The
obligation of the Lender to make any Loan, including the initial Loan, and to
issue any Letter of Credit is further subject to the following conditions:

     (a) Receipt by the Lender of a Borrowing Base Report, together with an
Accounts Receivable aging report and such other information regarding Accounts
Receivable as the Lender may require, all in form and substance satisfactory to
the Lender, and the Notice of Borrowing with respect to any Revolving Credit
Loan or the Letter of Credit Application and Agreement with respect to any
Letter of Credit;

     (b) The Borrower shall have satisfied the conditions set forth in Sections
2.1 and 2A.l hereof;

     (c) The outstanding Loans and Letters of Credit do not and, after giving
effect to any requested Loan or Letter of Credit, will not exceed the
limitations set forth in Sections 2.1 and 2A.1(a) hereof;

     (d) The representations and warranties contained in Section IV shall be
true and accurate in all material respects on and as of the date of such Notice
of Borrowing or Letter of Credit Application and on the effective date of the
making of each Loan or issuance of each Letter of Credit as though made at and
as of each such date (except to the extent that such representations and
warranties expressly relate to an earlier date);



                                                                              20
<PAGE>

     (e) No Default or Event of Default shall have occurred and be continuing at
the time of and immediately after the making of such requested Loan or the
issuance of such requested Letter of Credit;

     (f) The resolutions referred to in Section 3.1 shall remain in full force
and effect; and

     (g) No change shall have occurred in any law or regulation or
interpretation thereof that, in the reasonable opinion of counsel for the
Lender, would make it illegal or against the policy of any governmental agency
or authority for the Lender to make Revolving Credit Loans hereunder or to issue
Letters of Credit hereunder (as the case may be).

     The making of each Loan and the issuance of each Letter of Credit shall be
deemed to be a representation and warranty by the Borrower on the date of the
making of such Loan or the issuance of such Letter of Credit as to the accuracy
of the facts referred to in subsection (c) of this Section 3.2 and of the
satisfaction of all of the conditions set forth in this Section 3.2.

                                   SECTION IV.

                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Lender to enter into this Agreement and to make
Loans and to issue Letters of Credit hereunder, the Borrower represents and
warrants to the Lender that except as set forth on Exhibit C attached hereto:

     4.1. Organization; Qualification; Business.

     (a) Each of the Borrower and its Subsidiaries (all of which are listed in
Exhibit C attached hereto) (i) is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of formation, (ii) has
all requisite power to own its property and conduct its business as now
conducted and as presently contemplated and (iii) is duly qualified and in good
standing as a foreign corporation and is duly authorized to do business in each
jurisdiction (all of which are listed on Exhibit C attached hereto) where the
nature of its properties or business requires such qualification, except where
the failure to be so qualified would not have a material adverse effect on the
business, financial condition, assets or properties of the Borrower or of the
Borrower and its Subsidiaries taken as a whole.

     (b) Since the date of the Audited Financial Statement, the Borrower has
continued to engage in substantially the same business as that in which it was
then engaged and is engaged in no unrelated business.

     4.2. Corporate Authority; No Conflicts. The execution, delivery and
performance of the Loan Documents and the transactions contemplated thereby are
within the power and authority of' the Borrower and have been authorized by all
necessary corporate proceedings, and do not and will not (a) contravene any
provision of the Certificate of Incorporation or By-Laws of the Borrower or any
law, rule or regulation applicable to the Borrower, (b) contravene any


                                                                              21
<PAGE>

provision of, or constitute an event of default or event that, but for the
requirement that time elapse or notice be given, or both, would constitute an
event of default under, any other agreement, instrument, order or undertaking
binding on the Borrower, or (c) result in or require the imposition of any
Encumbrance on any of the properties, assets or rights of the Borrower, except
in favor of the Lender.

     4.3. Valid Obligations. The Loan Documents and all of their respective
terms and provisions are the legal, valid and binding obligations of the
Borrower, enforceable in accordance with their respective terms except as
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally, and except as the
remedy of specific performance or of injunctive relief is subject to the
discretion of the court before which any proceeding therefore may be brought.
The Security Documents have effectively created in favor of the Lender legal,
valid and enforceable security interests in the Collateral and such security
interests are fully perfected first priority security interests.

     4.4. Consents or Approvals. The execution, delivery and performance of the
Loan Documents and the transactions contemplated herein do not require any
approval or consent of, or filing or registration with, any governmental or
other agency or authority, or any other Person (including without limitation any
lessor or lessee of Borrower's properties), except under or as contemplated by
the Security Documents.

     4.5. Title to Properties; Absence of Encumbrances. Each of the Borrower and
its Subsidiaries has good and marketable title to all of the properties, assets
and rights of every name and nature now purported to be owned by it, and good
and valid leasehold title to all of the properties, assets and rights of every
name and nature now purported to be leased by it, including, without limitation,
such properties, assets and rights as are reflected in the Audited Financial
Statements (except such properties, assets or rights as have been disposed of in
the ordinary course of business since the date thereof), free from all
Encumbrances except Permitted Encumbrances, and free from all defects of title
that might materially adversely affect such properties, assets or rights, or
Borrower's or its Subsidiaries' operations conducted with respect thereto, taken
as a whole. All material leases under which Borrower or its Subsidiaries is the
lessor or lessee are in full force and effect and there are no existing defaults
or events that with the giving of notice or passage of time or both could ripen
into defaults, by the Borrower or, to the Borrower's knowledge, the lessor
thereunder. No third parties possess any rights with respect to any of
Borrower's or its Subsidiaries owned or, to the Borrower's knowledge, leased
properties, the exercise of which would have a material adverse effect on the
Borrower or its Subsidiaries or their respective operations, taken as a whole.
All real property owned or leased by the Borrower (other than short-term
residential rentals) is described in Exhibit C hereto.

     4.6. Financial Statements; Indebtedness,

     (a) The Borrower has furnished to the Lender its audited consolidated
financial statements for the years ended March 31, 2006, March 31, 2005 and
March 31, 2004 (the "Audited Financial Statement"). All such financial
statements are prepared in accordance with GAAP applied on a consistent basis
throughout the periods specified and present fairly the


                                                                              22
<PAGE>

financial position of the Borrower and its Subsidiaries as of such dates and the
results of the operations of the Borrower and its Subsidiaries for such periods
in all material respects. The Borrower has also furnished to the Lender its pro
forma consolidated balance sheet as of August 31, 2006 and projections of its
future consolidated results of operations, all of which were reasonable when
made and continue to be reasonable at the date hereof.

     (b) At the date hereof, the Borrower has no Indebtedness or other material
liabilities, debts or obligations, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, including, but not limited to,
liabilities or obligations on account of taxes or other governmental charges,
that are not set forth on the Audited Financial Statement, on Exhibit C hereto
or accrued in the ordinary course of business consistent with past practices
since the date of the Audited Financial Statement.

     4.7. Changes. Since the date of the Audited Financial Statement, there have
been no changes in the assets, liabilities, financial, condition, business or
prospects of the Borrower or any of its Subsidiaries (including as a result of
any applicable law or governmental regulation, ruling or policy) other than
changes in the ordinary course of business, the effect of which has not, in the
aggregate, been materially adverse to the Borrower and its Subsidiaries taken as
a whole.

     4.8. Solvency. The Borrower has and, after giving effect to the Loans, will
have, assets (both tangible and intangible) having a fair saleable value in
excess of the amount required to pay the probable liability on its then-existing
debts (whether matured or unmatured, liquidated or unliquidated, fixed or
contingent); the Borrower has and will have access to adequate capital for the
conduct of its business and the discharge of its debts incurred in connection
therewith as such debts mature; the Borrower was not insolvent immediately prior
to the making of the Loans and immediately after giving effect thereto, the
Borrower will not be insolvent.

     4.9. Defaults. As of the date of this Agreement, no Default exists.


     4.10. Taxes. The Borrower and its Subsidiaries have filed all federal,
state and other tax returns required to be filed, and all taxes, assessments and
other governmental charges due from any of them have been fully paid, except for
such taxes, assessments or charges that are being contested in good faith by
appropriate proceedings and with respect to which (a) adequate reserves have
been established and are being maintained in accordance with GAAP and (b) no
lien has been filed to secure such taxes, assessments or charges. All such
contests at the date hereof are described on Exhibit C hereto. The Borrower and
its Subsidiaries have not executed any waiver that would have the effect of
extending the applicable statute of limitations in respect of tax liabilities.
The federal and state income tax returns of the Borrower and its Subsidiaries
have not been audited or, to the best of the Borrower's knowledge, otherwise
examined by any federal or state taxing authority. The Borrower and its
Subsidiaries have established on their books reserves adequate for the payment
of all federal, state and other tax liabilities.

     4.11. Litigation. There is no litigation, arbitration, proceeding or
investigation pending, or, to the knowledge of the Borrower's or any
Subsidiary's officers, threatened, against the Borrower or any Subsidiary that,
if adversely determined, may reasonably be expected to result


                                                                              23
<PAGE>

in a material judgment not fully covered by insurance, may reasonably be
expected to result in a forfeiture of all or any substantial part of the
property of the Borrower or its Subsidiaries, or may reasonably be expected to
have a material adverse effect on the assets, business or prospects of the
Borrower and its Subsidiaries taken as a whole.

     4.12. Subsidiaries. All the Subsidiaries of the Borrower are listed on
Exhibit C hereto. The Borrower (or any Subsidiary, if applicable) is the owner,
free and clear of all Encumbrances, of all of the issued and outstanding stock
or other equity interest of each Subsidiary. All shares of such stock or other
equity interest held by the Borrower have been validly issued and are fully paid
and nonassessable, and no rights to subscribe to any additional shares have been
granted, and no options, warrants or similar rights are outstanding

     4.13. Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is subject to regulation under the Investment Company Act of 1940,
as amended.

     4.14. Compliance. The Borrower has all necessary permits, approvals,
authorizations, consents, variances, licenses, franchises, registrations and
other rights and privileges (including patents, trademarks, trade names and
copyrights) to allow it to own and operate its business and properties without
any violation of laws, regulations, authorizations and orders of public
authorities (including without limitation Environmental Laws) or the rights of
others, except to the extent that any such violation would not have a material
adverse effect on the business, financial condition or operation of the Borrower
and its Subsidiaries taken as a whole. The Borrower and each Subsidiary are duly
authorized, qualified and licensed under, and the Borrower, its Subsidiaries and
all real properties owned or leased by them are in compliance with, all
applicable laws, regulations, authorizations and orders of public authorities,
including, without limitation, Environmental Laws, except to the extent that any
such failure to be so authorized, qualified, licensed or in compliance would not
have a material adverse effect on the business, financial condition or operation
of the Borrower and its Subsidiaries taken as a whole. The Borrower and each
Subsidiary have performed all obligations required to be performed by it under,
and is not in default under or in violation of its Certificate of Incorporation
or By-laws or any other agreement, lease, mortgage, note, bond, indenture
license or other instrument or undertaking to which it is a party or by which
any of it or any of its properties are bound, except for violations none of
which, either individually or in the aggregate, would have any material adverse
effect on the business, condition (financial or otherwise) or assets of the
Borrower and its Subsidiaries taken as a whole.

     4.15. ERISA. The Borrower and its ERISA Affiliates are in compliance in all
material respects with ERISA and the provisions of the Code and the regulations
and published interpretations thereunder applicable to the Plans. No ERISA Event
has occurred or is reasonably expected to occur, including by reason of the
consummation of the transactions contemplated by this Agreement that when taken
together with all other such ERISA Events, could reasonably be expected to
result in material liability to the Borrower or any of its ERISA Affiliates.
None of the Plans had any "unfunded benefit liabilities" (within the meaning of
Section 4001(a)(18) of ERISA) as of the last annual valuation dates applicable
thereto.

     4.16. Environmental Matters.




                                                                              24
<PAGE>

     (a) The Borrower and each of its Subsidiaries are in compliance with the
terms and conditions of all permits, licenses and authorizations required under
any Environmental Law, and are also in compliance with all applicable orders,
decrees, judgments and injunctions, issued, entered, promulgated or approved
under any Environmental Law, except to the extent failure to comply would not
have a material adverse effect on the business, financial condition or
operations of the Borrower and it Subsidiaries.

     (b) No written notice, notification, demand, request for information,
citation, summons or order has been issued and is outstanding, no complaint has
been filed, no penalty has been assessed and no investigation or review is
pending or, to the best of the Borrower's knowledge, threatened by any
governmental or other entity (i) with respect to any alleged failure by the
Borrower or any of its Subsidiaries to have any permit, license or authorization
required in connection with the conduct of its business or to comply with any
Environmental Laws, except to the extent such failure would not have a material
adverse effect on the business, financial condition or operations of the
Borrower and its Subsidiaries or (ii) regarding the presence of any Hazardous
Material at, on or under any property now or previously owned, or, to the
Borrower's knowledge, leased or used, by the Borrower or any of its Subsidiaries
or any other location to which Hazardous Materials generated or used by the
Borrower or any of its Subsidiaries from such property had been transported or
which they have been disposed of.

     (c) No material oral or written notification of a release of a Hazardous
Material has been filed by or on behalf of the Borrower or any of its
Subsidiaries and no property now or previously owned, or, to the Borrowers
knowledge, leased or used, by the Borrower or any of its Subsidiaries is listed
or, to the best of the Borrower's knowledge, proposed for listing on the
National Priorities List under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, or on any similar state list
of sites requiring investigation or clean-up.

     (d) There are no Encumbrances arising under or pursuant to any
Environmental Law on any of the real property or properties owned, or, to the
Borrower's knowledge, leased or used, by the Borrower or any of its Subsidiaries
and no governmental actions have been taken or, to the best of the Borrower's
knowledge, are in process which could subject any of such properties to such
liens or Encumbrances or, as a result of which the Borrower or any of its
Subsidiaries would be required to place any notice or restriction relating to
the presence of Hazardous Materials at any property owned by it in any deed to
such property.

     (e) Neither the Borrower nor any of its Subsidiaries nor, to the best
knowledge of the Borrower, any previous owner, tenant, occupant or user of any
property owned by the Borrower or any of its Subsidiaries has (i) engaged in or
permitted any operations or activities upon or any use or occupancy of any
owned, leased or used property, or any portion thereof, for the handling,
manufacture, treatment, storage, use, generation, release, discharge, refining,
dumping or disposal of any Hazardous Materials on, under, in or about such
property, except to the extent commonly used in day-to-day operations of such
property and in such case only in compliance in all material respects with all
Environmental Laws, or (ii) transported any Hazardous Materials to, from or
across such property except to the extent commonly used in day-to-day operations
of


                                                                              25
<PAGE>

such property and, in such case, in compliance in all material respects with,
all Environmental Laws; nor to the best knowledge of the Borrower have any
Hazardous Materials migrated from other properties upon, about or beneath such
property, nor, to the best knowledge of the Borrower, are any Hazardous
Materials presently constructed, deposited, stored or otherwise located on,
under, in or about such property except to the extent commonly used in
day-to-day operations of such property and, in such case, in compliance in all
material respects with all Environmental Laws.

     4.17. Restrictions on the Borrower. The Borrower is not party to or bound
by any contract, agreement or instrument, nor subject to any charter or other
corporate restriction which will, under current or foreseeable conditions,
materially and adversely affect the business, property, assets, operations or
conditions, financial or otherwise of the Borrower or any of its Subsidiaries.

     4.18. Labor Relations. There is (i) no unfair labor practice complaint
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened, before the National Labor Relations
Board, and no grievance or arbitration proceeding arising out of or under any
collective bargaining agreement is so pending against the Borrower or any of its
Subsidiaries or, to the best knowledge of the Borrower, threatened, except for
such complaints, grievances and arbitration proceedings which, if adversely
decided, would not have a material and adverse effect on the condition
(financial or otherwise), properties, business or results of operations of the
Borrower or any of its Subsidiaries, (ii) no strike, labor dispute, slowdown or
stoppage pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries, except for any such labor action as would not have a material and
adverse effect on the condition (financial or otherwise) properties, business or
results of operations of the Borrower or any of its Subsidiaries and (iii) to
the best knowledge of the Borrower, no union representation question exists with
respect to the employees of the Borrower or any of its Subsidiaries and, to the
best knowledge of the Borrower, no union organizing activities are taking place,
except for any such question or activities as would not have a material and
adverse effect on the condition (financial or otherwise), properties, business
or results of operations of the Borrower or any of its Subsidiaries.

     4.19. Trade Relations. There exists no actual or, to the best knowledge of
the Borrower, threatened termination, cancellation or limitation of, or any
material modification or change in, the business relationship between the
Borrower or any of its Subsidiaries and any customer or any group of customers
whose purchases, individually or in the aggregate; are material to the business
of the Borrower and its Subsidiaries, taken as a whole, or with any material
vendor, except in each case, where the same could not reasonably be expected to
have a material adverse effect on the business, financial condition, assets or
properties of the Borrower and its Subsidiaries, taken as a whole.

     4.20. Margin Rules. The Borrower does not own or have any present intention
of purchasing or carrying, and no portion of any Loan shall be used for
purchasing or carrying, any "margin security" or "margin stock" as such terms
are used in Regulations T, U or X of the Board of Governors of the Federal
Reserve System.



                                                                              26
<PAGE>

     4.21. Disclosure. No representation or warranty made by the Borrower in any
Loan Document and no document or information furnished to the Lender by or on
behalf of or at the request of the Borrower in connection with any of the
transactions contemplated by the Loan Documents contains any untrue statement of
a material fact or omits to state any material fact necessary in order to make
the statements contained therein not misleading in light of the circumstances in
which they are made.

                                    SECTION V

                              AFFIRMATIVE COVENANTS

     The Borrower covenants that so long as any Loan, Letter of Credit or other
Obligation remains outstanding or the Lender has any obligation to lend or to
issue any Letter of Credit hereunder:

     5.1. Financial Statements. The Borrower shall furnish to the Lender:

     (a) As soon as available to the Borrower, but in any event within 120 days
after the end of each fiscal year commencing with the fiscal year ending March
31, 2007, the Borrower's consolidated and consolidating balance sheets as of the
end of such fiscal year and related consolidated and consolidating statements of
income, retained earnings and cash flow for such year, prepared in accordance
with GAAP and audited and certified without qualification by the Borrower's
Accountants in the case of such consolidated statements, and certified by the
chief financial officer of the Borrower in the case of such consolidating
statements; and, concurrently with such financial statements, a copy of the
Borrower's Accountants management report.;

     (b) As soon as available to the Borrower, but in any event within 45 days
after the end of each fiscal quarter, the Borrower's consolidated and
consolidating balance sheets as of the end of and related consolidated and
consolidating statements of income, retained earnings and cash flow for, the
fiscal quarter then ended and the portion of the year then ended prepared in
accordance with GAAP and certified by the chief financial officer of the
Borrower, except for lack of footnotes and subject to normal, recurring year-end
adjustments that shall not in the aggregate be material in amount;

     (c) Concurrently with the delivery of each financial statement pursuant to
subsections (a) and (b) of this Section 5.1, a covenant compliance report in
substantially the form of Exhibit D hereto signed on behalf of the Borrower by
its chief financial officer;

     (d) Deleted;

     (e) So long as any Loan is outstanding, as soon as available, but in any
event within 20 days after the end of each month, and so long as no Loan is
outstanding, as soon as available, but in any event within 30 days after the end
of each fiscal quarter, a Borrowing Base Report, together with an Accounts
Receivable aging report and such other information regarding Accounts Receivable
as the Lender may require;



                                                                              27
<PAGE>

     (f) As soon as available to the Borrower, but in any event within 90 days
after the beginning of each fiscal year, the Borrower's projections for such
fiscal year, prepared on a quarterly basis and including consolidated balance
sheets and statements of income, retained earnings and cash flows;

     (g) Promptly after the receipt thereof by the Borrower, copies of any
reports (including any so-called management letters) submitted to the Borrower
by independent public accountants in connection with any annua1 or interim
review of the accounts of' the Borrower made by such accountants;

     (h)Deleted; and

     (i) From time to time, such other financial data and information about the
Borrower or its Subsidiaries as the Lender may reasonably request.

     5.2. Conduct of Business. The Borrower and each of its Subsidiaries shall:

     (a) Duly observe and comply in all material respects with all laws,
regulations, decrees, orders, judgments and valid requirements of any
governmental authorities applicable to its corporate existence, rights and
franchises, to the conduct of its business and to its property and assets
(including without limitation all Environmental Laws and ERISA), and shall
maintain and keep in full force and effect and comply in all material respects
with all licenses and permits necessary to the proper conduct of its business,
except where the failure to comply in any instance would not have a material
adverse effect on the business, financial condition or operations of the
Borrower and its Subsidiaries taken as a whole; and

     (b) Maintain their existence (except to the extent permitted pursuant to
Section 7.4) and remain or engage substantially in the same business as that in
which they are now engaged and in no unrelated business.

     5.3 Maintenance and Insurance.

     (a) The Borrower and each of its Subsidiaries shall maintain their
properties in good repair, working order and condition, ordinary wear and tear
and damage by fire or other casualty excepted, as required for the normal
conduct of their business.

     (b) The Borrower and each of its Subsidiaries shall at all times maintain
liability and casualty insurance on its properties (including all Collateral)
with financially sound and reputable insurers in such amounts and with such
coverages, endorsements, deductibles and expiration dates as the officers of the
Borrower in the exercise of their reasonable judgment deem to be adequate, as
are customary in the industry for companies of established reputation engaged in
the same or similar business and owning or operating similar properties and as
shall be reasonably satisfactory to the Lender. The Lender shall be named as
loss payee only with respect to any insurance policy in Borrower's name,
additional insured and/or mortgagee under such insurance as the Lender shall
require from time to time, and the Borrower shall provide to the Lender lass
payable endorsements in form and substance reasonably satisfactory to the



                                                                              28
<PAGE>

Lender. In addition, the Lender shall be given thirty (30) days advance notice
of any cancellation of insurance. In the event of failure to provide and
maintain insurance as herein provided, the Lender may, at its option, provide
such insurance and charge the amount thereof to the Borrower as a Revolving
Credit Loan. The Borrower shall furnish to the Lender certificates or other
evidence satisfactory to the Lender of compliance with the foregoing insurance
provisions. The Lender shall not, by the fact of approving, disapproving or
accepting any such insurance, incur any liability for the form or legal
sufficiency of insurance contracts, solvency of insurance companies or payment
of law suits, and the Borrower hereby expressly assumes full responsibility
therefore and liability, if any, thereunder.

     5.4 Taxes. The Borrower shall pay or cause to be paid all taxes,
assessments or governmental charges on or against it or any of its Subsidiaries
or its or their properties on or prior to the time when they become due; except
for any tax, assessment or charge that is being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been
established and are being maintained in accordance with GAAP if no Encumbrance
shall have been flied to secure such tax, assessment or charge.

     5.5. Inspection. The Borrower shall permit the Lender and its designees, at
any reasonable time and at reasonable intervals of time, and upon reasonable
notice (or if a Default shall have occurred and is continuing, at any time and
without prior notice), to (i) visit and inspect the United States properties of
the Borrower and its Subsidiaries, (ii) examine and make copies of and take
abstracts from the United States books and records of the Borrower and its
Subsidiaries, and (iii) discuss the affairs, finances, and accounts of the
Borrower and its Subsidiaries with their appropriate officers, employees and
independent accountants, all at the expense of the Borrower. Without limiting
the generality of the foregoing, the Borrower will permit reviews, at least once
annually (and semi-annually until such time as Borrower has provided audited
fiscal financial statements to Lender as required pursuant to Section 5.1 of
this Agreement) and during any period in which Loans have remained outstanding
for at least thirty (30) days, of the United States books and records of the
Borrower and its Subsidiaries to be carried out at the Borrower's expense by
commercial finance examiners (whether employed by the Lender or by third
parties) designated by the Lender. The Borrower shall also permit the Lender to
arrange for verification of Accounts Receivable, under reasonable procedures,
directly with any account debtors or by other methods.

     5.6. Maintenance of Books and Records. The Borrower shall keep adequate
books and records of account, in which true and complete entries will be made
reflecting all of its and its Subsidiaries' business and financial transactions
in accordance with GAAP and applicable law.

     5.7. Use of Proceeds.


     (a) The Borrower will use the proceeds of Revolving Credit Loans solely for
the working capital needs of the Borrower, including the payment of the costs
and expenses of the transactions contemplated hereby.

     (b) No portion of any Loan shall be used for the "purpose of purchasing or
carrying" any "margin stock" or "margin security" as such terms are used in
Regulations T, U and X of the


                                                                              29
<PAGE>

Board of Governors of the Federal Reserve System, or otherwise in violation of
such regulations.

     5.8. Further Assurances. At any time and from time to time the Borrower
shall execute and deliver such further documents and take such further action as
may reasonably be requested by the Lender to affect the purposes of the Loan
Documents.

     5.9. Notification Requirements. The Borrower shall furnish to the Lender:


     (a) Promptly upon becoming aware of the existence of any condition or event
that constitutes a Default, written notice thereof specifying the nature and
duration, thereof and the action being or proposed to be taken with respect
thereto;

     (b) Promptly upon becoming aware of any litigation or of any investigative
proceedings by a governmental agency or authority commenced or threatened
against the Borrower or any of its Subsidiaries of which they have notice, the
outcome of which would or might have a materially adverse effect on the assets,
business or prospects of the Borrower alone or the Borrower and its Subsidiaries
on a consolidated basis, written notice thereof and the action being or proposed
to be taken with respect thereto; and

     (c) Promptly after any occurrence or after becoming aware of any condition
affecting the Borrower or any Subsidiary which might constitute a material
adverse change in or which might have a material adverse effect on the business,
properties or condition (financial or otherwise) of the Borrower alone or the
Borrower and its Subsidiaries, taken as a whole, written notice thereof.

     5.10. ERISA Compliance and Reports.


     (a) Each Plan shall comply in all material respects with ERISA and the
Code, except to the extent failure to comply in any instance would not have a
material adverse effect on the business, financial condition or operations of
the Borrower and its Subsidiaries taken as a whole.

     (b) With respect to any Plan, the Borrower shall, or shall cause its ERISA
Affiliates to furnish to the Lender promptly as soon as possible and in any
event within 10 days after the Borrower or any of its ERISA Affiliates knows
that any ERISA Event has occurred or expected to occur, a statement of the chief
financial officer of the Borrower describing such ERISA Event, including copies
of any notice concerning such ERISA Event received from the PBGC, a plan
administrator, or from a Multiemployer Plan sponsor, and the action, if any, the
Borrower or such ERISA Affiliate proposes to take with respect thereto promptly
after the adoption of any Pension Plan, the Borrower shall notify the Lender of
such adoption.

     5.11. Environmental Compliance.


     (a) The Borrower and its Subsidiaries will comply in all material respects
with all applicable Environmental Laws in all jurisdictions in which any of them
operates now or in the future, and the Borrower and its Subsidiaries will comply
in all material respects with all such Environmental Laws that may in the future
be applicable to the Borrower's or any Subsidiary's business, properties and
assets.



                                                                              30
<PAGE>

         (b) If the Borrower or any Subsidiary shall (i) receive notice that any
material violation of any Environmental Law may have been committed or is about
to be committed by the Borrower or any Subsidiary, (ii) receive notice that any
administrative or judicial complaint or order has been filed or is about to be
filed against the Borrower or any Subsidiary alleging a material violation of
any Environmental Law requiring the Borrower or any Subsidiary to take any
action in connection with the release of Hazardous Materials into the
environment, (iii) receive any notice from a federal, state or local government
agency or private party alleging that the Borrower or any Subsidiary may be
liable or responsible for any material amount of costs associated with a
response to or cleanup of a release of Hazardous Materials into the environment
or any damages caused thereby, (iv) become aware of any investigative action or
proceedings by a governmental agency or authority commenced or threatened
against the Borrower or any of its Subsidiaries regarding any potential
violation of Environmental Laws or any spill, release, discharge or disposal of
any Hazardous Material or (v) notify any governmental agency or authority
regarding any potential violation of Environmental Laws or any spill, release,
discharge or disposal of any Hazardous Material by the Borrower or any
Subsidiary, the Borrower shall promptly notify the Lender thereof (together with
a copy of any such notice) and of any action being or proposed to be taken with
respect thereto and thereafter shall continue to furnish to the Lender all
further notices, demands, reports and other information regarding the foregoing.

         5.12. Loss or Depreciation of Collateral. The Borrower shall, notify
the Lender promptly of the occurrence at any time of the following events if,
individually or in the aggregate, the amount involved in connection with such
events exceeds $750,000.00: (i) rejection or return of any goods or services
giving rise to an Eligible Account to the extent such rejection or return is not
in the ordinary course of business, (ii) repossession, loss of or damage to any
goods giving rise to any Eligible Account; (iii) any request by an account
debtor for credit, adjustment, set off or counterclaim of or with respect to an
Eligible Account; (iv) any adjustment by the Borrower of the amount owing on an
Eligible Account; (v) any goods, services or other dispute; (vi) any material
delay in the Borrower's performance of any of its obligations to any customer if
the Borrower has an Eligible Account with such customer; and (vii) any other
material event affecting Eligible Accounts or the value or amount thereof,
including without limitation any event which would result in an Eligible Account
no longer qualifying as an Eligible Account.

         5.13. Operating Accounts. Borrower shall continue to use Lender as the
primary depository bank for the Borrower's United States-based operating
accounts.

                                   SECTION VI

                               FINANCIAL COVENANTS

         The Borrower covenants that so long as any Loan, Letter of Credit or
other Obligation remains outstanding, or the Lender has any obligation to make
any Loan or issue any Letter of Credit hereunder:

         6.1. Consolidated Tangible Net Worth. The Borrower shall at all times
maintain a




                                                                              31
<PAGE>


Consolidated Tangible Net Worth of not less than (a) $45,000,000.00 as of March
31, 2006, and (b) for each fiscal quarter thereafter, an amount equal to (i) the
amount of Consolidated Tangible Net Worth required to be maintained for the
preceding fiscal quarter, plus (ii) 50.0% of Consolidated Net Income for such
preceding fiscal quarter (for purposes of this clause (ii), only positive
Consolidated Net Income shall be included and any net losses shall be
disregarded).

         6.2. Cash Requirements.

         (a) The Borrower and Virtusa Securities Corporation shall at all times
maintain aggregate cash and cash equivalents in United States based accounts, or
otherwise on hand in the United States, of not less than $10,000,000.00, net of
any outstanding Loans or Reimbursement Obligations.

         (b) The Borrower and its Subsidiaries shall at all times maintain cash
and cash equivalents including both foreign-based accounts and United
States-based accounts of at least $15,000,000.00.

         (c) The Borrower and its Subsidiaries shall not at any time hold cash
and cash equivalents in foreign-based accounts, or otherwise on hand outside the
United States, in excess of $20,000,000.00.

         6.3 Maximum Net Loss. The Borrower and its Subsidiaries shall not incur
(i) a consolidated net loss in an amount greater than $1,250,000.00 (plus
FAS123R charges) in any fiscal quarter, or (ii) a consolidated net loss in any
two consecutive fiscal quarters.

         6.4. Capital Expenditures. The Borrower shall not make aggregate
Capital Expenditures equal to or in excess of $7,500,000.00 during the fiscal
year ending March 31, 2007 or any fiscal year thereafter.

                                   SECTION VII

                               NEGATIVE COVENANTS

          The Borrower covenants that so long as any Loan, Letter of Credit or
other Obligation remains outstanding or the Lender has any obligation to make
any Loan or to issue any Letter of Credit hereunder, without the prior written
consent of the Lender:

         7.1. Indebtedness. Neither Borrower nor Virtusa Securities Corporation
shall create, incur, assume, guarantee or be or remain liable with respect to
any Indebtedness other than the following:

         (a) Obligations;

         (b) Indebtedness existing as of the date of this Agreement and
disclosed on Exhibit C hereto but not any increase in the principal amounts
thereof nor any renewals or refinancings thereof;


                                                                              32
<PAGE>


         (c) Indebtedness for taxes, assessments or governmental charges to the
extent that payment therefore shall at the time not be required to be made in
accordance with Section 5.4;

         (d) Current trade liabilities on open account for the purchase price of
services, materials and supplies incurred by the Borrower in the ordinary course
of business (not as a result of borrowing), so long as all of such open account
Indebtedness shall be promptly paid and discharged when due or in conformity
with customary trade terms and practices, except for any such open account
Indebtedness which is being contested in good faith by the Borrower, as to which
adequate reserves required by GAAP have been established and are being
maintained and as to which no Encumbrance has been placed on any property of the
Borrower;

         (e) Intentionally Omitted;

         (f) Other Indebtedness incurred in the ordinary course of business and
renewals and refinancings thereof, provided that such Indebtedness does not
exceed $1,000,000.00 in the aggregate at any time outstanding; and

         (g) Guarantees permitted under Section 7.2 hereof.

         7.2. Contingent Liabilities. Neither the Borrower nor Virtusa
Securities Corporation shall create, incur, assume, guarantee or be or remain
liable with respect to any Guarantees other than (i) Guarantees existing on the
date of this Agreement and disclosed on Exhibit C hereto, (ii) Guarantees
resulting from the endorsement of negotiable instruments for deposit or
collection in the ordinary course of business, (iii) Guarantees in an amount not
to exceed $1,000,000.00 in the aggregate at any time outstanding, and (iv)
Guarantees of employee loans and obligations in an amount not to exceed
$1,000,000.00 in the aggregate at any time outstanding.

         7.3. Encumbrances. Neither the Borrower nor Virtusa Securities
Corporation shall create, incur, assume or suffer to exist any mortgage, pledge,
security interest, lien or other charge or encumbrance of any kind, including
the lien or retained security title of a conditional vendor, upon or with
respect to any of its property or assets ("Encumbrances"), or assign or
otherwise convey any right to receive income, including the sale or discount of
Accounts Receivable with or without recourse, except the following ("Permitted
Encumbrances"):

         (a) Encumbrances in favor of the Lender to secure Obligations;

         (b) Encumbrances existing as of the date of this Agreement and
disclosed in Exhibit C hereto;

         (c) Intentionally Omitted;

         (d) Encumbrances securing Indebtedness to the extent such Indebtedness
is permitted by Section 7.1(f);

         (e) Liens for taxes, fees, assessments and other governmental charges
to the extent that


                                                                              33
<PAGE>


payment of the same may be postponed or is not required in accordance with the
provisions of Section 5.4;

         (f) Landlords' and lessors' liens in respect of rent not in default or
liens in respect of pledges or deposits under workmen's compensation,
unemployment insurance, social security laws, or similar legislation (other than
ERISA) or in connection with appeal and similar bonds incidental to litigation;
mechanics', warehouseman's, laborers' and materialmen's and similar liens, if
the obligations secured by such liens are not then delinquent; liens securing
the performance of bids, tenders, contracts (other than for the payment of
money); and liens securing statutory obligations or surety, indemnity,
performance or other similar bonds incidental to the conduct of the borrower's
or a Subsidiary's business in the ordinary course and that do not in the
aggregate materially detract from the value of its property or materially impair
the use thereof in the operation of its business;

         (g) Judgment liens securing judgments that (i) are not fully covered by
insurance, and (ii) shall not have been in existence for a period longer than 30
days after the creation thereof or, if a stay of execution shall have been
obtained, for a period longer than 30 days after the expiration of such stay;

         (h) Rights of lessors under capital leases to the extent such capital
leases are permitted hereunder;

         (i) Easements, rights of way, restrictions and other similar charges or
Encumbrances relating to real property and not interfering in a material way
with the ordinary conduct of the Borrower's business; and

         (j) Liens constituting a renewal, extension or replacement of any
Permitted Encumbrance.

         7.4. Merger: Purchase. Sale or Lease of Assets; Reorganization;
Liquidation.

         (a) The Borrower and its Subsidiaries shall not:

                  (i) Acquire the capital stock or other equity interests or all
or substantially all of the assets of another Person, whether or not involving a
merger or consolidation with such other Person, unless (w) such other Person is
in substantially the same field of business as the Borrower and substantially
all of the assets acquired in such acquisition are used or useful to the
business of the Borrower by the Borrower, (x) the total purchase price far any
single acquisition does not exceed $4,000,000.00 (unless a greater amount is
consented to by the Lender), (y) if a merger, the Borrower or one of its
Subsidiaries is the survivor of such merger and (z) both immediately before and
after giving effect to such acquisition, no Default shall exist;

                (ii) Merge or consolidate into or with any other Person, or
commence a reorganization, other than (x) a merger of any Subsidiary with and
into the Borrower, with the Borrower as the survivor of such merger, (y) a
merger or consolidation into or with another Person, or a reorganization, in
each case, where the holders of more than 50.0% of the ordinary voting power for
the election of a majority of the members of the board of directors of the


                                                                              34
<PAGE>


Borrower prior to such transaction retain such power after the transaction, or
(z) a merger permitted by Section 7.4(a)(i) above; or

                (iii) Liquidate or dissolve, except that any wholly-owned
Subsidiary may liquidate or dissolve.

         (b) The Borrower shall not sell, lease (as lessor) or otherwise dispose
of any assets or properties, other than sales of Qualified investments and
inventory and obsolete or worn out equipment, in each case in the ordinary
course of business and consistent with past practices.

         7.5. Subsidiaries. The Borrower shall not permit any of its
Subsidiaries to issue any additional shares of its capital stock or other equity
securities, any options therefore or any securities convertible thereto, other
than to the Borrower. Neither the Borrower nor any of its Subsidiaries shall
sell, transfer or otherwise dispose of any of the capital stock or other equity
securities of a Subsidiary, except to the Borrower or any of its wholly-owned
subsidiaries.

         7.6. Restricted Payments. The Borrower shall not pay, make, declare or
authorize any Restricted Payment other than:

         (a) Compensation paid to employees, officers and directors in the
ordinary course of business and consistent with prudent business practices;

         (b) Dividends payable solely in common stock;

         (c) Dividends paid by any Subsidiary to the Borrower; and

         (d) Redemptions of shares of capital stock of the Borrower which are
"restricted securities" (as defined in Rule 144 promulgated under the Securities
Act of 1933) in an amount not to exceed 5.0% of the aggregate total voting stock
of the Borrower issued and outstanding on a fully diluted basis.

         7.7. Investments; Purchases of Assets. The Borrower shall not make or
maintain any Investments or purchase or otherwise acquire any material amount of
assets other than:

         (a) Investments existing on the date hereof in Subsidiaries;

         (b) Qualified Investments;

         (c) Capital Expenditures to the extent permitted by Section 6.4;

         (d) Normal trade credit extended in the ordinary course of business and
consistent with prudent business practice;

         (e) Advances to employees for business related expenses to be incurred
in the ordinary course of business and consistent with past practices in an
amount not to exceed $500,000.00 in the aggregate outstanding at any one time,
provided that advances to any single employee shall


                                                                              35
<PAGE>


not exceed $50,000.00 in the aggregate;

         (f) Investments in any Subsidiary of the Borrower in the ordinary
course of business or any other investment in a Subsidiary which does not exceed
$10,000,000 in the aggregate; and

         (g) Loans to any Person (including employees) not in the ordinary
course of business not to exceed $300,000.00 in the aggregate outstanding at any
one time.

         7.8. ERISA Compliance. Neither the Borrower nor any of its ERISA
Affiliates nor any Plan shall (i) engage in any Prohibited Transaction which
would have a material adverse effect on the business, financial condition or
operations of the Borrower and its Subsidiaries taken as a whole, (ii) incur any
"accumulated funding deficiency" (within the meaning of Section 412(a) of the
Code and Section 302 of ERISA), whether or not waived, (iii) permit to exist any
material amount of "unfunded benefit liabilities" (within the meaning of Section
4001.(a)(1 8) of ERISA), (iv) terminate any Pension Plan in a manner which could
result in the imposition of a lien on any property of the Borrower or any of its
Subsidiaries, (v) fail to make any required contribution to any Multiemployer
Plan or (vi) completely or partially withdraw from a Multiemployer Plan if such
complete or partial withdrawal will result in any material withdrawal liability
under Title IV of ERISA.

         7.9. Transactions with Affiliates. Except as otherwise provided herein,
the Borrower will not directly or indirectly, enter into any purchase, sale,
lease or other transaction with any Affiliate except (i) transactions in the
ordinary course of business on terms that are no less favorable to the Borrower
than those which might be obtained at the time in a comparable arm's length
transaction with any Person who is not an Affiliate, including without
limitation, any transfer pricing, service fee or similar agreements between or
among Borrower and its Affiliates, (ii) employment contracts with senior
management of the Borrower entered into in the ordinary course of business and
consistent with prudent business practices and (iii) for the avoidance of doubt,
transactions relating to Restricted Payments permitted under Section 7.6.
Notwithstanding the foregoing, the Borrower will not directly or indirectly, pay
any management, consulting, overhead, indemnity, guarantee or other similar fee
or charge to any Affiliate; and

         7.10. Fiscal Year. The Borrower and its Subsidiaries shall not change
their March 31 fiscal year ends without the prior written consent of the Lender.

                                  SECTION VIII

                                    DEFAULTS

         8.1. Events of Default. There shall be an Event of Default hereunder if
any of the following events occurs:

         (a) The Borrower or any Subsidiary shall fail to pay any principal of
any Loan, any Reimbursement Obligation or any interest, fees or other amounts
owing by it under any Loan Document or in respect of any Obligation when the
same shall become due and payable, whether at maturity or at any accelerated
date of maturity or at any other date fixed for payment; or


                                                                              36
<PAGE>


         (b) The Borrower or any Subsidiary shall fail to perform or comply with
any term., covenant or agreement applicable to it contained in Sections
5.1,5.2(b), 5.5, 5.6, 5.7, 5.9, 5.11, 6 and 7 of this Agreement; or

         (c) The Borrower or any Subsidiary shall fail to perform or comply with
any term, covenant or agreement applicable to it (other than as specified in
subsections 8,1(a) or (b) hereof) contained in this Agreement or any other Loan
Document and such default shall continue for ten (10) Business Days; or

         (d) Any representation or warranty of the Borrower made in this
Agreement or any other Loan Document or in any certificate, notice or other
writing delivered hereunder or thereunder shall prove to have been false in any
material respect upon the date when made or deemed to have been made; or

         (e) The Borrower or any of its Subsidiaries shall fail to pay when due
(after any applicable period of grace) any amount payable (i) under any
Indebtedness exceeding $500,000.00 in principal amount or (ii) under any
agreement for the use a real or personal property requiring aggregate payments
in excess of $500,000.00 in any twelve month period, or fail to observe or
perform any term, covenant or agreement evidencing or securing such indebtedness
or relating to such agreement for the use of real or personal property; or

         (f) The Borrower or any of its Subsidiaries shall (i) apply for or
consent to the appointment of or the taking of possession by, a receiver,
custodian, trustee, liquidator or similar official of itself or of all or a
substantial part of its property, (ii) be generally not paying its debts as such
debts become due, (iii) make a general assignment for the benefit of its
creditors, (iv) commence a voluntary case under the United States Bankruptcy
Code (as now or hereafter in effect), (v) take any action or commence any case
or proceeding under any law relating to bankruptcy, insolvency, reorganization,
winding-up or composition or adjustment of debts, or any other law providing for
the relief of debtors, (vi) fail to contest in a timely or appropriate manner,
or acquiesce in writing to, any petition filed against it in an involuntary case
under the United States Bankruptcy Code or other law, or (vii) take any
corporate action for the purpose of effecting any of the foregoing; or

         (g) A proceeding or case shall be commenced against the Borrower or any
of its Subsidiaries, without the application or consent of such Borrower or such
Subsidiary in any court of competent jurisdiction, seeking (i) the liquidation,
reorganization, dissolution, winding up, or composition or readjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any substantial part of its assets, or (iii) similar
relief in respect of it, under any law relating to bankruptcy, insolvency,
reorganization, winding-up or composition or adjustment of debts or any other
law providing for the relief of debtors, and such proceeding or case shall
continue undismissed, or unstayed and in effect, for a period of 30 days; or an
order for relief shall be entered in an involuntary case under the Federal
Bankruptcy Code, against the Borrower or such Subsidiary; or action under the
laws of the jurisdiction of incorporation or organization of the Borrower or any
of its Subsidiaries similar to any of the foregoing shall be taken with respect
to the Borrower or such Subsidiary and shall continue



                                                                              37
<PAGE>


unstayed and in effect for a period of 45 days; or

         (h) A judgment or order for the payment of money shall be entered
against the Borrower or any of its Subsidiaries by any court, or a warrant of
attachment or execution or similar process shall be issued or levied against
property of the Borrower or such Subsidiary, that in the aggregate exceeds
$500,000.00 in value, the payment of which is not fully covered by insurance in
excess of any deductibles not exceeding $50,000.00 in the aggregate, and such
judgment, order, warrant or process shall continue undischarged or unstayed for
30 days; or

         (i) There shall occur a cessation of a substantial. part of the
business of the Borrower for a period which materially adversely affects
Borrower's capacity to continue its business on a profitable basis; or the
Borrower shall suffer the loss or revocation of any material license or permit
now held or hereafter acquired which is necessary to the continued or lawful
operation of its business; or Borrower shall be enjoined, restrained or in any
other way prevented by a court, governmental or administrative order from
conducting all or any material part of its business; or

         (j) The Borrower or any ERISA Affiliate shall fail to pay when due any
material amount that they shall have become liable to pay to the PBGC or to a
Plan under Title IV of ERISA, unless such liability is being contested in good
faith by appropriate proceedings, the Borrower or the ERISA Affiliate, as the
case may be, has established and is maintaining adequate reserves in accordance
with GAAP and no lien shall have been filed to secure such liability; or the
PBGC shall institute proceedings under Title IV of ERISA to terminate or to
cause a trustee to be appointed to administer any such Plan or Plans; or a
condition shall exist by reason of which the PBGC would be entitled to obtain a
decree adjudicating that any such Plan or Plans must be terminated; or

         (k) Any of the Loan Documents shall be canceled, terminated, revoked or
rescinded otherwise than in accordance with the express terms thereof or with
the express prior written agreement, consent or approval of the Lender, or any
action at law or in equity or other legal proceeding to cancel, revoke or
rescind any Loan Document shall be commenced by or on behalf of the Borrower, or
any court or other governmental or regulatory authority or agency of competent
jurisdiction shall make a determination that, or shall issue a judgment, order,
decree or ruling to the effect that, any one or mare of the Loan Documents is
illegal, invalid or unenforceable in accordance with the terms thereof, or any
Encumbrance in favor of the Lender created under any of the Loan Documents shall
at any time (other than by reason of the Lender relinquishing such Encumbrance)
cease in any material respect to constitute a valid and, to the extent
applicable, perfected Encumbrance on any material portion of the Collateral.

         8.2 Remedies. Upon the occurrence of an Event of Default described in
subsections 8.1(f) and (g), immediately and automatically, and upon the
occurrence of any other Event of Default, at any time thereafter while such
Event of Default is continuing, at the option of the Lender and upon the
Lender's declaration:

         (a) The obligation of the Lender to make any further Loans and to issue
any Letters of Credit hereunder shall terminate;



                                                                              38
<PAGE>


         (b) The unpaid principal amount of the Loans together with accrued
interest, all Reimbursement Obligations and all other Obligations shall become
immediately due and payable without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived;

         (c) The Borrower shall immediately pledge to Lender cash collateral in
an amount determined by Lender to be sufficient to fully secure any Obligations
of Borrower to Lender with respect to any issued Letters of Credit; and

         (d) The Lender may exercise any and all rights it has under this
Agreement, the other Loan Documents or at law or in equity, and proceed to
protect and enforce its rights by any action at law or in equity or by any other
appropriate proceeding.

         No remedy conferred upon the Lender in the Loan Documents is intended
to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or by any other
provision of law. Without limiting the generality of the foregoing or of any of
the terms and provisions of any of the Security Documents, if and when the
Lender exercises remedies under the Security Documents with respect to
Collateral, the Lender may, in its sole discretion, determine which items and
types of Collateral to dispose of and in what order and may dispose of
Collateral in any order the Lender shall select in its sole discretion, and the
Borrower consents to the foregoing and waives all rights of marshalling with
respect to all Collateral.

                                   SECTION IX

                          ASSIGNMENT AND PARTICIPATJON


         9.1. Assignment.

         (a) Citizens shall have the right to assign at any time any portion of
its Commitment hereunder and its interests in the risk relating to any Loans to
other banks or financial institutions (each an "Assignee") and to furnish from
time to time to prospective Assignees copies of the Loan Documents and any
information concerning the Borrower in its possession, provided that if no
Default or Event of Default shall have occurred and be continuing, each Assignee
which is not an Affiliate of Citizens or a Federal Reserve Bank shall be subject
to prior approval by the Borrower (such approval not to be unreasonably
withheld, conditioned or delayed). Each Assignee shall execute and deliver to
Citizens and the Borrower a joinder agreement. Upon the execution and delivery
of such joinder agreement, (a) such Assignee shall, on the date and to the
extent provided in such joinder agreement, become a "Lender" party to this
Agreement and the other Loan Documents for all purposes of this Agreement and
the other Loan Documents and shall have all rights and obligations of a "Lender"
with a Commitment as set forth in such joinder agreement, and Citizens shall, on
the date and to the extent provided in such joinder agreement, be released
prospectively from its obligations hereunder and under the other Loan Documents
to a corresponding extent (and, in the case of an assignment covering all of the


                                                                              39
<PAGE>


remaining portion of Citizens' rights and obligations under this Agreement,
Citizens shall cease to be a party hereto but shall continue to be entitled to
the benefits of Section 10.3 and to any fees accrued for its account hereunder
and not yet paid); (b) the assigning Lender, if it holds the Note, shall
promptly surrender the Note to the Borrower for cancellation, provided that if
Citizens has retained any Commitment, the Borrower shall execute and deliver to
Citizens a new Note in the amount of its retained Commitment; (c) the Borrower
shall issue to such Assignee a Note in the amount of such Assignee's Commitment,
dated the Closing Date or such other date as may be specified by such Assignee
and otherwise completed in substantially the form of Exhibit A (d) this
Agreement shall be deemed appropriately amended to reflect (i) the status of
such Assignee as a party hereto and (ii) the status and rights of the Lender
hereunder; and (e) the Borrower shall take such action as Citizens may
reasonably request to perfect any security interests or mortgages in favor of
the Lender, including any Assignee which becomes a party to this Agreement.

         (b) If the Assignee, or any Participant pursuant to Section 9.2 hereof;
is organized under the laws of a jurisdiction other than the United States or
any state thereof: such Assignee shall execute and deliver to the Borrower,
simultaneously with or prior to such Assignee's execution and delivery of the
counterpart joinder described above in Section 9.1(a), and such Participant
shall execute and deliver to the Lender granting the participation, a United
Stares Internal Revenue Service Form W 8EC1 or W 8BEN (or any successor form),
appropriately completed, wherein such Assignee or Participant claims entitlement
to complete exemption from United States Federal Withholding Tax on all interest
payments hereunder and all fees payable pursuant to any of the Loan Documents,
The Borrower shall not be required to pay any increased amount to any Assignee
or other Lender on account of taxes to the extent such taxes would not have been
payable if the Assignee or Participant had furnished one of the Forms referenced
in this Section 9.1(b) unless the failure to furnish such a Form results from
(i) a condition or event affecting the Borrower or an act or failure to act of
the Borrower or (ii) the adoption of or change in any law, rule, regulation or
guideline affecting such Assignee or Participant occurring (x) after the date on
which any such Assignee executes and delivers the counterpart joinder, or (y)
after the date such Assignee shall otherwise comply with the provisions of
Section 9.1(a), or (z) after the date a Participant is granted its
participation.

         (c) The Lender may at any time pledge all or any portion of its rights
under the Loan Documents, including any portion of the Note, to any of the
twelve (12) Federal Reserve Banks organized under Section 4 of the Federal
Reserve Act, 12 U.S.C. Section 341. No such pledge or any enforcement thereof
shall release the Lender from its obligations under any of the Loan Documents.

         9.2. Participations. The Lender shall have the right at any time and
from time to time, without the consent of or notice to the Borrower, to grant
participations to one or more banks or other financial institutions (each a
"Participant") in all or any part of any Loans and Letter of Credit
Participations owing to the Lender and the Note held by the Lender, and shall
have the right to furnish from time to time to prospective Participants copies
of the Loan Documents and any information concerning the Borrower in its
possession. The Lender shall retain the sole right to approve, without the
consent of any Participant, any amendment, modification or waiver of any
provision of the Loan Documents, provided that the documents evidencing any such


                                                                              40
<PAGE>

participation may provide that, except with the consent of such Participant, the
Lender will not consent to (a) the reduction in or forgiveness of the stated
principal of or rate of interest on or commitment fee with respect to the
portion of any Loan subject to such participation, (b) the extension or
postponement of any stated date fixed for payment of principal or interest or
commitment fee with respect to the portion of any Loan subject to such
participation, (a) the waiver or reduction of any right to indemnification o the
Lender hereunder, or (d) except as otherwise permitted hereunder, the release of
any Collateral. Notwithstanding the foregoing, no participation shall operate to
increase the total Commitments hereunder or otherwise alter the substantive
terms of this Agreement. In the event of any such sale by the Lender of
participating interests to a Participant, the Lender's obligations under this
Agreement shall remain unchanged, the Lender shall remain solely responsible for
the performance thereof; the Lender shall remain the holder of such Note for all
purposes under this Agreement and the Borrower shall continue to deal solely and
directly with the Lender in connection with the Lender's rights and obligations
under this Agreement.

                                   SECTION X.

                                     GENERAL

         10.1. Notices. Unless otherwise specified herein, all notices hereunder
to any party hereto shall be in writing and shall be deemed to have been given
when delivered by hand, or when sent by electronic facsimile transmission, or on
the first Business Day after delivery to any overnight delivery service, freight
pre-paid, or five (5) days after being sent by certified or registered mail,
return receipt requested, postage pre-paid, and addressed to such party at its
address indicated below:

         If to the Borrower, at

         2000 West Park Drive
         Westborough, Massachusetts 01581
         Attention:        Chief Financial Officer
         Facsimile:        (508) 366-9901

         with a copy (which shall not constitute notice) to:

         Goodwin Procter
         Exchange Place
         Boston, Massachusetts 02109
         Attention:        John J. Egan III, PC.
         Facsimile:       (617) ______

         If to the Lender, at

         53 State Street, 8th Floor
         Boston, Massachusetts 02109
         Attention:       Sharon Stone

                                                                              41
<PAGE>

         Facsimile:       (617) 742-9548


         with a copy (which shall not constitute notice) to:

         Bartlett Hackett Feinberg, P.C.
         155 Federal Street
         Boston, Massachusetts 02110
         Attention: John L. Hackett, Esq.
         Facsimile: (617) 422-0200

         or at any other address specified by such parry in writing.

         10.2. Expenses. Whether or not the transactions contemplated herein
shall be consummated, the Borrower promises to reimburse the Lender for all
reasonable out-of-pocket fees and disbursements (including all reasonable
attorneys' fees and collateral evaluation costs) incurred or expended in
connection with the preparation, filing or recording, interpretation or
administration of this Agreement and the other Loan Documents, or any amendment,
modification, approval, consent or waiver hereof or thereof, or in connection
with the enforcement of any Obligations, the exercise, preservation or
enforcement of any rights, remedies or options of the Lender or the satisfaction
of any Obligations, or in connection with any litigation, proceeding or dispute
in any way related to the credit hereunder, including, without limitation, fees
and disbursements of outside legal counsel and the allocated costs of in house
legal counsel, accounting, consulting, brokerage or other similar professional
fees or expenses; all fees, charges (including the Lender's per diem charges)
and expenses relating to any inspections, appraisals or examinations conducted
in connection with the Loans or any Collateral; and all costs and expenses
relating to any attempt to inspect, verify, protect, preserve, restore, collect,
sell, liquidate or otherwise dispose of or realize upon the Collateral, The
amount of all such costs and expenses shall, until paid, bear interest at the
rate applicable to Revolving Credit Loans and shall be an Obligation secured by
the Collateral. The Borrower will pay any taxes (including any interest and
penalties in respect thereof), other than the Lender's federal and state income
taxes, payable on or with respect to the transactions contemplated by the Loan
Documents (the Borrower hereby agreeing to indemnify the Lender with respect
thereto).

         10.3. Indemnification. The Borrower agrees to indemnify and hold
harmless the Lender, as well as its respective shareholders, directors,
officers, agents, attorneys, subsidiaries and affiliates, from and against all
damages, losses, settlement payments, obligations, liabilities, claims, suits,
penalties, assessments, citations, directives, demands, judgments, actions or
causes of action, whether statutorily created or under the common law, all
reasonable costs and expenses (including, without limitation, reasonable fees
and disbursements of attorneys, experts and consultants) and all other
liabilities whatsoever (including, without limitation, liabilities under
Environmental Laws) which shall at any time or times be incurred, suffered,
sustained or required to be paid by any such indemnified Person (except any of
the foregoing which result from the gross negligence or willful misconduct of
the indemnified Person) on account of or in relation to or any way in connection
with any of the arrangements or transactions contemplated by, associated with or
ancillary to this Agreement, the other Loan Documents or any other documents
executed or delivered in connection herewith or therewith, all as the same may
be


                                                                              42
<PAGE>


amended from time to time, or with respect to any Letters of Credit, whether
or not all or part of the transactions contemplated by, associated with or
ancillary to this Agreement, any of the other Loan Documents or any such other
documents are ultimately consummated. In any investigation, proceeding or
litigation, or the preparation therefore, the Lender shall select its own
counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay
promptly the reasonable fees and expenses of such counsel. In the event of the
commencement of any such proceeding or litigation, the Borrower shall be
entitled to participate in such proceeding or litigation with counsel of its
choice at its own expense, provided that such counsel shall be reasonably
satisfactory to the Lender. The Borrower authorizes the Lender to charge any
deposit account or Note Record which it may maintain with any of them for any of
the foregoing. The covenants of this Section 10.3 shall survive payment or
satisfaction of payment of all amounts owing with respect to the Note, any other
Loan Document or any other Obligation.

         10.4. Survival of Covenants. Etc. All covenants, agreements,
representations and warranties made herein, in the other Loan Documents or in
any documents or other papers delivered by or on behalf of the Borrower pursuant
hereto or thereto shall be deemed to have been relied upon by the Lender,
notwithstanding any investigation heretofore or hereafter made by it, and shall
survive the making by the Lender of the Loans as herein contemplated and the
termination of the Commitment, and shall continue in full force and effect so
long as any Obligation remains outstanding and unpaid or the Lender has any
obligation to make any Loans hereunder or has any obligation to issue any Letter
of Credit. Notwithstanding the foregoing, the provisions of Sections 10.2 and
10.3 shall continue in full force and effect after the payment in full of all
Obligations. All statements contained in any certificate or other writing
delivered by or on behalf of the Borrower pursuant hereto or the other Loan
Documents or in connection with the transactions contemplated hereby shall
constitute representations and warranties by the Borrower hereunder.

         10.5. Set-Off. Regardless of the adequacy of any Collateral or other
means of obtaining repayment of the Obligations, any deposits, balances or other
sums credited by or due from the head office of the Lender or any of its branch
offices to the Borrower may, at any time and from time to time without notice to
the Borrower or compliance with any other condition precedent now or hereafter
imposed by statute, rule of law, or otherwise (all of which are hereby expressly
waived) be set off, appropriated, and applied by the Lender against any and all
Obligations of the Borrower in such manner as the head office of the Lender or
any of its branch offices in its sole discretion may determine, and the Borrower
hereby grants the Lender a continuing security interest in such deposits,
balances or other sums for the payment and performance of all such Obligations.

         ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL, WHICH SECURES THE OBLIGATIONS,
PRIOR TO EXERCISING ITS RIGHTS OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
BALANCES, OTHER SUMS AND PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.

         10.6. No Waivers. No failure or delay by the Lender in exercising any
right, power or


                                                                              43
<PAGE>

privilege hereunder, under the Note or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. No waiver shall extend to or affect any Obligation
not expressly waived or impair any right consequent thereon. No course of
dealing or omission on the part of the Lender in exercising any right shall
operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or
demand upon the Borrower shall entitle the Borrower to other or further notice
or demand in similar or other circumstances. The rights and remedies herein and
in the Note and the other Loan Documents are cumulative and not exclusive of any
rights or remedies otherwise provided by agreement or law.

         10.7. Amendments, Waivers, etc. Neither this Agreement nor the Note nor
any other Loan Document nor any provision hereof or thereof may be amended,
waived, discharged or terminated except by a written instrument signed by the
Lender and also, in the case of amendments, by the Borrower.

         10.8. Binding Effect of Agreement. This Agreement shall be binding upon
and inure to the benefit of the Borrower, the Lender and their respective
successors and assignees provided that the Borrower may not assign or transfer
its rights or obligations hereunder.

         10.9. Lost Note, Etc. Upon receipt of an affidavit of an officer of the
Lender as to the loss, theft, destruction or mutilation of the Note or any
Security Document which is not a public record and, in the case of any such
loss, theft, destruction or mutilation, upon cancellation of such Note or
Security Deposit, if available, the Borrower will issue, in lieu thereof, a
replacement Note or other Security Document in the same principal amount thereof
and otherwise of like tenor.

         10.10. Captions; Counterparts. The captions in this Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof. This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one instrument. In proving this Agreement it shall not be necessary
to produce or account for mare than one such counterpart signed by the party
against whom enforcement is sought.

         10.11. Entire Agreement. Etc. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby and supersede all prior agreements with respect to the subject matter
hereof.

         10.12. Waiver of Jury Trial. EACH OF THE BORROWER, THE LENDER HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER
LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY



                                                                              44
<PAGE>



PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF THE LENDER RELATING TO THE ADMIMSTRATION OR ENFORCEMENT
OF THE LOANS AND THE LOAN DOCUMENTS, AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH OF THE BORROWER AND
THE LENDER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. THE BORROWER (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(b) ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH EACH IS A PARTY BECAUSE OF, AMONG OTHER
THINGS, THE BORROWER'S WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.


         10.13. Governing Law; Jurisdiction; Venue. THIS AGREEMENT AND EACH OF
THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW). THE BORROWER CONSENTS TO THE JURISDICTION OF ANY OF
THE FEDERAL OR STATE COURTS LOCATED IN SUFFOLK COUNTY IN THE COMMONWEALTH OF
MASSACHUSETTS TN CONNECTION WITH ANY SUIT TO ENFORCE THE RIGHTS OF THE LENDER
UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS AND CONSENTS TO SERVICE
OP PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE
BORROWER'S ADDRESS SET FORTH HEREIN. THE BORROWER IRREVOCABLY WAIVES ANY
OBJECTION IN WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH ACTION BROUGHT IN THE COURTS REFERRED TO IN THIS SECTION AND IRREVOCABLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH ACTION THAT SUCH ACTION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

         10.14 Severability. The provisions of this Agreement are severable and
if any one clause or provision hereof shall be held invalid or unenforceable in
whole or in part in any jurisdiction, then such invalidity or unenforceability
shall affect only such clause or provision, or part thereof, in such
jurisdiction, and shall not in any manner affect such clause or provision in any
other jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.

         10.15. Amendment and Restatement. This Agreement has been given by
Borrower to Bank to amend and restate the terms of a certain Credit Agreement
dated June 23,2004 between Borrower and Citizens (the "Original Agreement"). The
Borrower does not intend for the



                                                                              45
<PAGE>

amendment and restatement of the Original Agreement by this Agreement to
constitute, nor shall it be deemed to constitute, a novation or extinguishment
of the obligations of Borrower evidenced by the Original Agreement and this
Agreement shall in no event impair, limit, reduce or otherwise discharge the
liability of Borrower under the Original Agreement provided that the Bank and
the Borrower hereby agree that from and after the date hereof all such liability
shall be evidenced by and governed by the terms of this Agreement.




                                                                              46
<PAGE>



         IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement under seal as of' the date first above written.

WITNESS                                  VIRTUSA CORPORATION



/s/ Charles Speicher                     By: /s/ Kris Canekeratne
--------------------                         ---------------------------
Charles Speicher                             Chairman and Chief
Corporate Controller                         Executive Officer

                                         CITIZENS BANK



                                         By: /s/ Sharon A. Stone
--------------------                         --------------------------
                                             Sharon A. Stone
                                             Senior Vice President


                                                                              47
<PAGE>


                              AMENDED AND RESTATED
                              REVOLVING CREDIT NOTE

$3,000,000.00                                                 September 29, 2006



         FOR VALUE RECEIVED, the undersigned (the "Borrower") absolutely and
unconditionally promises to pay to the order of CITIZENS BANK OF MASSACHUSETTS
("Payee") at 53 State Street, Boston, Massachusetts 02109:

         (a) on the Revolving Credit Maturity Date, the principal amount of
THREE MILLION DOLLARS ($3,000,000.00) or, if less, the aggregate unpaid
principal amount of Revolving Credit Loans and Reimbursement Obligations owing
to the Payee pursuant to the Credit Agreement of even date herewith, as amended
or supplemented from time to time (the "Credit Agreement"), by and among the
Borrower and the Payee; and

         (b) interest on the principal balance hereof from time to time
outstanding from the date hereof through and including the date on which such
principal amount is paid in full, at the times and at the rates provided in the
Credit Agreement.

         This Note evidences borrowings under, is subject to the terms and
conditions of and has been issued by the Borrower in accordance with the terms
of the Credit Agreement and is the Note referred to therein. The Payee and any
holder hereof is entitled to the benefits and subject to the conditions of the
Credit Agreement and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided for
thereby or otherwise available in respect thereof, all in accordance with the
respective terms thereof, This Note is secured by the Security Documents
described in the Credit Agreement.

         All capitalized terms used in this Note and not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement.

         The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to repay or prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Agreement.

         If any Event of Default shall occur, the entire unpaid principal amount
at' this Note and all of the unpaid interest accrued thereon may become or be
declared due and payable in the manner and with the effect provided in the
Credit Agreement.

         The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and all
other demands and notice in connection with the delivery, acceptance,
performance, default or enforcement of this Note, assent to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or Person primarily or secondarily liable.


                                                                               1
<PAGE>


         This Note shall be deemed to take effect as a sealed instrument under
the laws of The Commonwealth of Massachusetts and for au purposes shall be
construed in accordance with such laws (without regard to conflicts of laws
rules).

         This Note has been given by Borrower to Bank to amend and restate the
terms of a certain Revolving Credit Note dated as of June 23, 2004 by Borrower
to Lender (the "Original Note"). The Borrower does not intend for the amendment
and restatement of the Original Note by this Note to constitute, nor shall it be
deemed to constitute, a novation or extinguishment of the obligations of
Borrower evidenced by the Original Note and this Note shall in no event impair,
limit, reduce or otherwise discharge the liability of Borrower under the
Original Note provided that the Bank and the Borrower hereby agree that from and
after the date hereof all such liability shall be evidenced by and governed by
the terms of this Note

         IN WITNESS WHEREOF, the Borrower has caused this Note to be signed
under seal by its duly authorized officer as of the day and year first above
written.

WITNESS                                           VIRTUSA CORPORATION


/s/ Paul D. Tutun                                 By: /s/ Thomas Holler
-------------------------                             -------------------------


                                                                               2





<PAGE>
                 AMENDED AND RESTATED SECURITY AGREEMENT

      This AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement") is made as
of September 29, 2006 and is given to amend and restate the terms and conditions
of and to confirm the grant of security interest granted by VIRTUSA CORPORATION,
a corporation organized under the laws of the State of Delaware and having its
chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581
(the "Borrower"), to CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank having
a banking office at 28 State Street, Boston, Massachusetts 02109 (the "Lender")
in that certain Security agreement dated June 23, 2004 (the "Original
Agreement").

      The Borrower has requested the Lender to enter into a certain Amended and
Restated Credit Agreement of even date herewith (as the same may be amended,
modified, supplemented, extended or restated from time to time, the "Credit
Agreement") and to make loans and other credits to the Borrower upon the terms
and subject to the conditions set forth therein.

      Lender has required as a condition precedent to its entering the Credit
Agreement that the Borrower execute and deliver this Agreement and to grant the
security interests referenced herein and confirm its grant of security interests
made in the Original Agreement.

      In order to induce the Lender to enter into the Credit Agreement and to
make or continue to make available to the Borrower loans and other extensions of
credit upon the terms and subject to the conditions set forth therein, and in
consideration thereof, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Borrower agrees as
follows:

      Section 1. Definitions. All capitalized terms used herein or in any
certificate, report or other document delivered pursuant hereto shall have the
meanings assigned to them below or in the Credit Agreement (unless otherwise
defined). Except as otherwise defined, terms defined in the Uniform Commercial
Code and used herein shall have the meanings set forth in the Uniform Commercial
Code; provided, however, that the term "instrument" shall be such term as
defined in Article 9 of the Uniform Commercial Code rather than Article 3 of the
Uniform Commercial Code.

      Accounts. All rights of the Borrower to payment of monetary obligation (i)
for property that has been or is to be sold, leased, licensed, assigned, or
otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a
secondary obligation incurred or to be incurred, or (iv) arising out of the use
of credit or charge card or information contained on or for use with the card;
and all sums of money and other proceeds due or becoming due thereon, all notes,
bills, drafts, acceptances, instruments, documents and other debts, obligations
and liabilities, in whatever form, owing to the Borrower's rights pertaining to
and interest in such property, including the right of stoppage in transit,
replevin or reclamation; all chattel paper; all amounts due from Affiliates of
the Borrower; all insurance proceeds; all other rights and claims to the payment
of money, under contracts or otherwise; and all other property constituting
"accounts" as such term is defined in the Uniform Commercial Code.


<PAGE>


      Collateral. All personal and fixture property belonging to the Borrower or
in which the Borrower has any rights, of every kind and description, tangible
and intangible, whether now owned or existing or hereafter arising or acquired;
including, without limitation, all Accounts, Equipment, General Intangibles,
Inventory and Investment Property, together with all goods, instruments
(including promissory notes) documents of title, policies and certificates of
insurance, commercial tort claims, chattel paper (whether tangible or
electronic), deposit accounts, letter of credit rights (whether or not the
letter of credit is evidenced by a writing) and other property owned by the
Borrower or in which the Borrower has an interest and including, without
limitation, any cash that is now or may hereafter be in the possession, custody,
or control of the Lender or its participants or assigns for any purpose; any and
all additions, substitutions, replacements and accessions to foregoing and all
supporting obligations relating to the forgoing; and all Proceeds and Property
and products of any of the foregoing; but excluding all Intellectual Property.

      Encumbrance. Any mortgage, pledge, security interest, lien or other charge
or encumbrance of any kind or nature (including, without limitation, the lien or
retained security title of a conditional vendor) upon or with respect to any
property.

      Equipment. All machinery, equipment, and fixtures, furniture, furnishings,
trade fixtures, specialty tools and parts, motor vehicles and materials handling
equipment of the Borrower, together with the Borrower's interest in, and right
to, any and all manuals, computer programs, data bases and other materials
relating to the use, operation or structure of any of the foregoing; and all
other property constituting 'equipment' as such term is defined in the Uniform
Commercial Code.

      General Intangibles. Except for the Intellectual Property, all rights of
the Borrower under contracts to enjoy performance by others or to be entitled to
enjoy rights granted by others, including without limitation any licenses; all
payment intangibles; all obligations and indebtedness of any kind (other than
Accounts) owning to the Borrower from whatever source arising; all contract
rights; all rights of the Borrower as a bailor; all tax refunds; all right,
title and interest of the Borrower in and to all software, documents, books,
records, files and other information (on whatever medium recorded, and including
without limitation computer programs, tapes, discs, punch cards, data processing
software and related property and rights) maintained by the Borrower that
reflect the conduct of the Borrower's business, such as financial records,
marketing and sales records, research and development records, and design,
engineering and manufacturing records; all rights under service bureau service
contracts; all computer data and the concepts and ideas on which said data is
based; all data bases, all customer lists, and all other property constituting
"general tangibles" as such term is defined in the Uniform Commercial Code.

      Intellectual Property. All of the following, to the extent owned by (and
not licensed to) the Borrower (i) United States and foreign patents, patent
applications and statutory invention registrations, including reissues,
divisions, continuations, substitutions, renewals, continuations


                                                                               2
<PAGE>

in part, extensions and reexaminations thereof, and all improvements thereto,
(ii) software, databases, copyrightable works, websites, copyrights (registered,
renewed or otherwise) and registrations, renewals and applications for
registration or renewal thereof, (iii) trademarks, trademark applications,
service marks, service mark applications, trade dress, logos, slogans, symbols,
trade names, internet domain names, brand names, product names, fictitious
names, corporate names, and other source identifiers and all reissues,
extensions and renewals thereof and the goodwill of the business symbolized
thereby and associated therewith, (iv) trade secrets, know-how, technology,
inventions and discoveries and (v) any and all right, title, and interest in and
to the foregoing, including the right to sue for past, present, and future
infringement, in all of such cases (i) through (v), whether used, held for use,
supported, maintained, marketed or otherwise.

      Inventory. All goods, merchandise and other personal property (including
warehouse receipts and other negotiable and non-negotiable documents of title
covering any such property) of the Borrower that are held for sale, lease or
other disposition or to be furnished under contracts of service (or that are so
furnished), or for display or demonstration, or leased or consigned, or that are
raw materials, piece goods, work-in-process, finished goods or supplies or other
materials used or consumed or to be used or consumed in the Borrower's business,
whether in transit or in the possession of the Borrower or another, including
without limitation all goods covered by purchase orders and contracts with
suppliers and all goods billed and held by suppliers and goods located on the
premises of any carriers, forwarding agents, truckers, warehousemen, vendors,
selling agents or other third parties; all plans, drawings, diagrams,
schematics, assembly and display materials relating to any of the foregoing; and
all other property constituting "inventory" as such term is defined in the
Uniform Commercial Code.

      Investment Property. All the securities (whether certificated or
uncertificated) of the Borrower, including without limitation all stocks, bonds
Treasury bills, certificates of deposits, mutual or money market fun shares,
security entitlements, securities accounts, commodity contracts and commodity
accounts; and all sums due or to become due on any of the foregoing, and all
securities, instruments or other property purchased or acquired as a result of
the investment and reinvestment thereof as hereinafter provided, and all other
property constituting "investment property" as such term is defined in the
Uniform Commercial Code; excluding any capital stock, or other equity interests
of any Subsidiary of the Borrower.

      Perfection Certificate. A certificate signed by a Responsible Officer of
the Borrower in the form attached hereto as Exhibit A.

      Proceeds. All proceeds received of and all other profits, rentals and
receipts, in whatever form, or arising from any Collateral, including whatever
is received or acquired upon the sale, lease, exchange, assignment, licensing or
other disposition of any Collateral; whatever is received, collected on or
distributed on account of any Collateral; all rights arising out of any
Collateral; all claims arising out of the loss, nonconformity, interference with
the use of defects or infringement of rights in, or damage to or destruction of,
any Collateral; any insurance payable by reason of the loss a damage or
nonconformity of, defects or infringement of rights in, or damage to or
destruction of, any Collateral; any unearned premiums with respect to policies
of insurance in respect of any Collateral; and condemnation or requisition
payments with respect to


                                                                               3
<PAGE>


any Collateral; and all other property constituting "proceeds" as such term is
defined in the Uniform Commercial Code; in each chase whether now or existing or
hereafter arising.

      Secured Obligations. All obligations of the Borrower under or in respect
of the Loan Documents.

      Security Interests The security interests and liens granted pursuant to
Section 2 hereof, as well as all other security interests created or assigned as
additional security for the Secured Obligations pursuant to this Agreement.

      Uniform Commercial Code The Uniform Commercial Code as in effect in The
Commonwealth of Massachusetts, provided, that if by reason of mandatory
provisions of law, perfection, or the effect of perfection or non-perfection, of
the Security Interests of any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than Massachusetts, "Uniform
Commercial Code" means the Uniform Commercial Code as in effect in such other
jurisdiction for the purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection, as the case may be.

      Section 2. Grant.

         (a) To secure the full and punctual payment and performance of the
Secured Obligations, the Borrower hereby assigns and pledges to the Lender all
of its rights, title and interest in, and grants to the Lender a continuing
security interest in, the Collateral of the Borrower. The Security Interests are
granted as security only and shall not subject the Lender to, or transfer to the
Lender or in any way affect or modify, any obligation or liability of the
Borrower with respect to any of the Collateral, or any transaction in connection
therewith.

         (b) Upon the execution of this Agreement, and from time to time
thereafter, the Borrower shall deliver to the Lender such Uniform Commercial
Code financing statements, assignments, continuation statements, amendments,
instruments and notices and assignments under the Assignment of Claims Act of
1940, as amended (collectively, the "Perfection Documents"), as may be
reasonably required for the Lender to perfect its Security Interest in all
Collateral. Any such financing statements, continuation statements or amendments
may be prepared and filed by the Lender at any time in any jurisdiction.

      Section 3. Representations, Warranties, and Covenants. The Borrower hereby
makes the following representations and warranties, and agrees to the following
covenants, each of which representations, warranties and covenants shall be
continuing and in force so long as this Agreement is in effect:

      3.1   Name; Location; Changes.

         (a) The name of the Borrower set forth in Section 1(a) of the
Perfection Certificate is the true and correct legal name of the Borrower, and
except as otherwise disclosed to the Lender in the Perfection Certificate, the
Borrower has not done business as or used any other name.


                                                                               4
<PAGE>

         (b) The state of organization of the Borrower set forth in section 1(d)
of the Perfection Certificate is the true and correct state of organization of
the Borrower and the Borrower is duly organized and in good standing in such
state on the date hereof.

         (c) The address of the Borrower set forth in Section 2(a) of the
Perfection Certificate is the Borrower's chief executive office and the place
where its business records are kept. Except as disclosed on the Perfection
Certificate, all tangible Collateral of the Borrower other than Investment
Property is located at such chief executive office, and except as disclosed on
the Perfection Certificate, such Collateral has remained located at its current
location for the four consecutive months immediately prior to the date hereof.

         (d) The Borrower will not change its name, identity or organizational
structure, nature, or jurisdiction or organization, or chief executive office or
place where its business records are kept, or move any tangible Collateral
(other than Investment Property) to a location other than those set forth in the
Perfection Certificate, or merge into or consolidate with any other entity,
unless permitted under the Credit Agreement and unless the Borrower shall have
given the Lender at least 30 days' prior written notice thereof and the Borrower
shall have delivered to the Lender or authorized Lender to file such new Uniform
Commercial Code financing statements or other documentation as may be necessary
or required by the Lender to ensure the continued perfection and priority of the
Security Interests.

         (e) The Borrower delivered a Perfection Certificate to the Lender with
the Original Agreement. All information set forth in such Perfection Certificate
is true and correct in all material respects. The Borrower agrees to supplement
the Perfection Certificate promptly after obtaining information which would
require a correction.

      3.2. Ownership of Collateral; Absence of Liens and Restrictions. The
Borrower is, and in the case of property acquired after the date hereof, will
be, the sole legal and equitable owner of the Collateral, holding good and
marketable title to the same free and clean of all Encumbrances except for the
Security Interests and Permitted Encumbrances, and has good right and legal
authority to assign, deliver, and create a security interest in such Collateral
in the manner herein contemplated. The Collateral is genuine and is what it is
purported to be. The Collateral is not subject to any restriction that would
prohibit or restrict the assignment, delivery or creation of the security
interests contemplated hereunder.

      3.3 First Priority Security Interest. This Agreement creates a valid and
continuing lien on and security interest in the Collateral, and upon the filing
of Uniform Commercial Code financing statements in the appropriate offices for
the locations of Collateral listed in the Borrower's Perfection Certificate, the
Security Interests will be perfected (except to the extent a security interest
may not be perfected by filing under the Uniform Commercial Code), prior to all
other Encumbrances other than as disclosed in the Credit Agreement as Permitted
Encumbrances, and is enforceable as such against creditors of the Borrower, any
owner of the real property where any of the Collateral is located, any purchaser
of such real property and any present or future creditor obtaining a lien on
such real property.


                                                                               5
<PAGE>

      3.4 No Conflicts. Neither the Borrower nor any of its predecessors has
performed any acts or is bound by any agreements which might prevent the lender
from enforcing the Security Interest or any of the terms of this Agreement or
which would limit the Lender in any such enforcement. Except as specifically
disclosed in the Perfection Certificate, no financing statement under the
Uniform Commercial Code of any state or other instrument evidencing a lien that
names the Borrower as debtor is on file in any jurisdiction and the Borrower has
not signed any such document or any agreement authorizing the filing of any such
financing statement or instrument.

      3.5 Sales and Further Encumbrances. The Borrower will not sell, grant,
assign or transfer any interest in, or permit to exist any Encumbrances on, any
of the Collateral, except the Security Interests as permitted by the Credit
Agreement.

      3.6 Fixture Conflicts: Required Waivers. The Borrower intends, to the
extent not inconsistent with applicable law, that the Collateral shall remain
personal property of the Borrower and shall not be deemed to be a fixture
irrespective of the manner and its attachment to any real estate. The Borrower
will deliver to the Lender such disclaimers, waivers or other documents as the
Lender may request to confirm the foregoing, executed by each person having an
interest in such real estate.

      3.7 Validity of Accounts. Each Account constituting Collateral is and, to
the best of the Borrower's knowledge, shall be a valid, legal and binding
obligation of the party purported to be obligated thereon, enforceable in
accordance with its terms and free of material set-offs, defenses or
counterclaims. The Borrower has no knowledge of any fact that would materially
impair the validity or collectibility of any of the Accounts constituting
Collateral.

      3.8 Inspection; Verification of Accounts. The Borrower shall keep complete
and accurate books and records relating to the Collateral, and upon request of
the Lender shall stamp or otherwise mark such books and records in such manner
as the Lender may reasonably request in order to reflect the Security Interest.
The Borrower will allow the Lender and its designees to examine, inspect and
make extracts from or copies of the Borrower's books and records, inspect the
Collateral and arrange for verification of Accounts constituting Collateral
directly with any account debtors or by other methods, upon reasonable notice
and under reasonable procedures established by the Lender after consultation
with the Borrower.

      3.9 Collection and Delivery of Proceeds; Lockboxes.

         (a) The Borrowers will diligently collect all of its Accounts
constituting Collateral until the Lender exercises its rights to collecting the
Accounts pursuant to this Agreement. After the occurrence and during the
continuance of an Event of Default, all Proceeds of Accounts, Inventory and
other Collateral received by the Borrower, whether in the form of wire or ACH
transfers, cash, checks, notes, or other instruments, shall be held in trust for
the Lender and, upon request of the Lender, shall be delivered daily to the
Lender, without commingling, in the identical form received (properly endorsed
or assigned where required to enable the Lender to collect the same), for
application to the Secured Obligations. If any Accounts are at any time
evidenced by tangible chattel paper, promissory notes, trade


                                                                               6
<PAGE>

acceptances or other instruments, the Borrower will promptly deliver the same to
the Lender appropriately endorsed to the Lender's order and, regardless of the
form of such endorsement, the Borrower hereby waives presentment, demand, notice
of dishonor, protest, notice of protest, and all other notices with respect
thereto.

         (b) The Borrower shall, at the request of the Lender at any time,
notify account debtors, and the Lender may itself, after the occurrence and
during the continuance of a Default notify account debtors directly, of the
Security Interest of the Lender in any Account and that payment thereof is to be
made directly to the Lender for application to the Secured Obligations.

      3.10 Insurance. The Borrower shall at all times maintain liability and
casualty insurance on the Collateral with financially sound and reputable
insurers in such amounts and with such coverages, endorsements, deductibles and
expiration dates as the officers of the Borrower in the exercise of their
reasonable judgment deem to be adequate, as are customary in the industry for
companies of established reputation engaged in the same or similar business and
owning or operating similar properties and as shall be reasonably satisfactory
to the Lender. The Lender shall be named as loss payee, additional insured
and/or mortgagee under such insurance as the Lender shall require from time to
time, and the Borrower shall provide to the Lender lender's loss payable
endorsements in form and substance reasonably satisfactory to the Lender. In
addition, the Lender shall be given thirty (30) days advance notice of any
cancellation of insurance. In the event of failure to provide and maintain
insurance as herein provided, the Lender may, at its option, provide such
insurance and charge the amount thereof to the Borrower as a Revolving Credit
Loan. The Borrower shall furnish to the Lender certificates or other evidence
satisfactory to the Lender of compliance with the foregoing insurance
provisions. The Lender shall not, by the fact of approving, disapproving or
accepting any such insurance, incur any liability for the form or legal
sufficiency of insurance contracts, solvency of insurance companies or payment
of lawsuits, and the Borrower hereby expressly assumes full responsibility
therefor and liability, if any, thereunder.

      3.11 Maintenance and Use Payment of Taxes. The Borrower will preserve,
protect and keep the Collateral in good order and repair, ordinary wear and tear
and damage by fire or other casualty excepted, will not use the same in
violation of law or any policy of insurance thereon, and will pay promptly when
due all taxes and assessments on such Collateral or on its use or operation,
except as otherwise permitted by the Credit Agreement.

      3.12 General Intangibles. The Borrower will use such measures as are
appropriate to preserve its rights in its General Intangibles constituting
Collateral.

      3.13 Investment Property. Until the occurrence and continuance of an Event
of Default hereunder, the Borrower shall retain the right to vote any of the
Investment Property constituting Collateral in a manner not inconsistent with
the terms of this Agreement and the Credit Agreement. If the Borrower, as
registered holder of such Investment Property, receives (i) any dividend, or
other distribution in cash or other property in connection with the liquidation
or dissolution of the issuer of such Investment Property, or in connection with
the redemption or payment of such Investment Property, or (ii) any stock
certificate, option or right, or other distribution, whether as an addition to,
in substitution of, or in exchange for, such Investment


                                                                               7
<PAGE>

Property, or otherwise, the Borrower agrees to accept the same in trust for the
Lender and to deliver the same forthwith to the Lender or its designee, in the
exact form received, with the Borrower's endorsement or reassignment when
necessary, to be held by the Lender as Collateral. After the occurrence and
during the continuance of an Event of Default, upon request of the Lender, the
Borrower will (i) deliver all of its Investment Property constituting Collateral
and represented by certificates, including without limitation all stock of its
Subsidiaries, to the Lender to hold pursuant to the terms of this Agreement (ii)
register in the name of the Lender or its designee any uncertificated Investment
Property constituting Collateral or the Lender's security interest therein on
the books maintained by or on behalf of the issuer thereof or the depository
therefore and (iii) do all things necessary or desirable, as determined by the
Lender, to transfer control over any Investment Property to the Lender
including, but not limited to, registering the Lender as the holder of the
securities entitlement or commodities contract as appropriate, and entering into
any control agreement, in form designated by the Lender, pursuant to which the
securities intermediary shall agree that it will comply with the entitlement
orders originated by the Lender without further consent of the Borrower, and
entering into any control agreement, in form designated by the Lender, pursuant
to which the commodity intermediary shall agree that it will apply any value
distributed on account of any commodity contract as direct by the Lender without
further consent by the Borrower.

      3.14 Electronic Chattel Paper and Transferable Records: For any interest
in an electronic chattel paper or any "transferable record," as that term is
defined in Section 201 of the federal electronic Signatures in Global and
National Commerce Act, or in Section 16 of the Uniform Electronic Transactions
Act as in effect in any jurisdiction applicable to the Borrower, any Collateral
or any transaction contemplated hereby, the Borrower shall take such action as
the Lender may reasonably request to vest in the Lender control under Section
9-105 of the Uniform Commercial Code of such electronic chattel paper or control
under Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
Transactions Act of such transferable record. The Lender agrees that it will
arrange, pursuant to procedures satisfactory to the Lender, so long as such
procedures will not result in the Lender's loss of control, for the Borrower to
make alterations to the electronic chattel paper or transferable record
permitted under Section 9-105 of the Uniform Commercial Code or, as the case may
be, Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a
party in control to make without loss of control, unless an Event of Default has
occurred and is continuing or would occur after taking into account any action
by the Borrower with respect to such electronic chattel paper or transferable
record.

      3.15 Bailments, Etc. If any Collateral is at any time in the possession or
control of any warehouseman, bailee or any of the Borrower's agents or
processors, the Borrower shall, upon request of the Lender, (i) notify such
warehouseman, bailee, agent or processor of the Security Interest and instruct
such warehouseman, bailee, agent or processor to hold all such Collateral for
the Lender's account subject to the Lender's instructions, (ii) arrange for such
warehouseman, bailee, agent or processor to authenticate a record acknowledging
that it holds possession of the Collateral for the Lender's benefit, (iii)
deliver any negotiable warehouse receipt, bill of lading or other document of
title issued with regard to the Collateral to the Lender appropriately endorsed
to the Lender's order, and (iv) arrange for the issuance in the name of the


                                                                               8
<PAGE>

Lender, in form reasonably satisfactory to the Lender, any nonnegotiable
document of title covering such Collateral.

      3.16 Assignment of Claims Act. If at any time any Accounts of the Borrower
arise from contracts with the United States of America or any department, agency
or instrumentality thereof, the Borrower shall execute all assignments and take
all steps reasonably requested by the Lender in order that all monies due to
become due thereunder will be assigned and paid to the Lender under the
Assignment of Claims Act of 1940.

      3.17 Notes and Instruments. If at any time any amount payable under or in
connection with any of the Collateral is evidenced by any promissory note or
other instrument, such note or instrument shall be promptly delivered to the
Lender, duly endorsed in a manner satisfactory to the Lender.

      3.18 Further Assurances. Upon the reasonable request of the Lender, and
the sole expense of the Borrower, the Borrower will promptly execute and deliver
such further instruments and documents and take such further actions as the
Lender may deem desirable to obtain the full benefits of this Agreement and of
the rights and powers herein granted, including, without limitation, filing of
any financing statement, continuation statement, amendment or notice under the
Uniform Commercial Code or other applicable law. The Borrower authorizes the
Lender to file such financing statements without the signature of the Borrower
to the extent permitted by applicable law, and to file a copy this Agreement in
lieu of a financing statement, and to take any and all actions required by any
earlier versions of the Uniform Commercial Code or by other law, as applicable
in any relevant Uniform Commercial Code jurisdiction, or by other laws
applicable in any foreign jurisdiction. The Borrower shall provide the Lender
with any information the Lender shall reasonably request in connection with the
foregoing, including, without limitation, the type and jurisdiction of
organization of the Borrower, and any organizational identification number
issued to the Borrower. The Borrower shall also take all actions requested by
the Lender in order to insure the continued perfection and priority of the
Lender's security interest in any of the Collateral and of the preservation of
its rights therein.

      Section 4. Notices and Reports Pertaining to Collateral. The Borrower
will, with respect to the Collateral:

         (a) promptly furnish to the Lender, from time to time upon request,
reports in form and detail reasonably satisfactory to the Lender;

         (b) promptly notify the Lender of any Encumbrance (except Permitted
Encumbrances) asserted against the Collateral, including any attachment, levy,
execution or other legal process levied against any of the Collateral, and of
any information received by the Borrower relating to the Collateral, including
the Accounts, the account debtors, or other persons obligated in connection
therewith, that may in any way adversely affect the value of the Collateral as a
whole or the rights and remedies of the Lender with respect thereto;

         (c) promptly notify the Lender when it obtains knowledge of actual or
imminent bankruptcy or other insolvency proceeding of any material account
debtor or issuer of


                                                                               9
<PAGE>

Investment property;

         (d) concurrently with the reports required to be furnished under
subsection (a), and immediately if material in amount, notify the lender of any
return or adjustment, rejection, repossession, or loss or damage of or to
merchandise represented by Accounts and of any credit, adjustment, or dispute
arising in connection with the goods or services represented by Accounts or
constituting Inventory;

         (e) promptly after the Borrower establishes any Account with the United
States of America or any department, agency or instrumentality thereof, notify
the Lender thereof;

         (f) promptly upon acquiring any commercial tort claim, notify the
Lender in a writing signed by the Borrower, of the details thereof and grant to
the Lender in such writing a security interest therein and in all the Proceeds
thereof, such writing to be in form and substance satisfactory to the lender;
and

         (g) promptly upon receipt of any letter of credit issued to the
Borrower as beneficiary thereunder or upon acquiring an interest in any
electronic chattel paper or any "transferable record," as that term is defined
in section 201 of the Federal Electronic Signatures in Global and National
Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act,
notify the Lender thereof.

Section 5. Lender's Rights and Remedies in General.

         (a) So long as any Event of Default shall have occurred and is
continuing: (i)the Lender may, at its option, without notice or demand, cause
all of the Secured Obligations to become immediately due and payable and take
immediate possession of the Collateral, and for that purpose the Lender may, so
far as the Borrower can give authority therefore, enter upon any premises on
which any of the Collateral is situated and remove the same therefrom or remain
on such premises and in possession of such Collateral for purposes of conducting
a sale or enforcing the rights of the Lender; (ii) the Borrower will, upon
demand, assemble the Collateral, and make it available to the Lender at a place
and time designated by the Lender that is reasonably convenient to both parties;
(iii) the Lender may collect and receive all income and Proceeds in respect to
any Collateral and exercise all rights of the Borrower with respect thereto;
(iv) the Lender may sell, lease or otherwise dispose of any Collateral at a
public or private sale, with or without having such Collateral at the place of
sale, and upon such terms and in such manner as the Lender may determine, and
the Lender may purchase any Collateral at any such sale. Unless such Collateral
threatens to decline rapidly in value or is of the type customarily sold on a
recognized market, the Lender shall send to the Borrower prior written notice
(which, if given with in ten (10) days of any sale, shall be deemed to be
reasonable) of the time and place of any public sale of such Collateral or of
the time after which any private sale or other disposition thereof is to be
made. The Borrower agrees that upon any such sale such Collateral shall be held
by the purchaser free from all claims or rights of every kind and nature,
including any equity of redemption or similar rights, and all such equity of
redemption and similar rights are hereby expressly waived and released by the
Borrower. In the event any consent, approval or


                                                                              10
<PAGE>

authorization of any governmental agency is necessary to effectuate any such
sale, the Borrower shall execute all applications or other instruments as may be
required; and (v) in any jurisdiction where the enforcement of its rights
hereunder is sought, the Lender shall have, in addition to all other rights and
remedies, the rights and remedies of a secured party under the Uniform
Commercial Code and other applicable law.

         (b) The Lender may perform any covenant or agreement of the Borrower
contained herein that the Borrower has failed to perform and in so doing the
Lender may expend such sums as it may reasonably deem advisable in the
performance thereof, including, without limitation, the payment of any taxes or
insurance premiums, payment to obtain a release of Encumbrance or potential
Encumbrance, expenditures made in defending against any adverse claim and all
other expenditures which the Lender may make for the protection of Collateral or
which it may be compelled to make by operation of law. All such sums and amounts
so expended shall be repaid by the Borrower upon demand, shall constitute
additional Secured Obligations and shall bear interest from the date said
amounts are expended at the rate per annum provided in the Credit Agreement to
be paid on Revolving Credit Loans after the occurrence of an Event of Default.
No such performance of any covenant or agreement by the Lender on behalf of the
Borrower, and no such advance or expenditure therefore, shall relieve the
Borrower of any Event of Default under the terms of this Agreement or the other
Loan Documents

         (c) Prior to any disposition of Collateral pursuant to this Agreement
the Lender may, at its option, cause any of the Collateral to be repaired or
reconditioned (but not upgraded unless mutually agreed) in such manner and to
the extent as to make it saleable.

         (d) The Lender is hereby granted a license or other right to use,
without charge, the Borrower's labels, patents, copyrights, right of use of any
name, trade secrets, trade names, trademarks, and advertising matter, or any
property of a similar nature, relating to the Collateral, in completing
production of, advertising for sale and selling any Collateral; and the
Borrower's rights under all licenses and all franchise agreements shall inure to
the Lender's benefit.

         (e) The Borrower recognizes that the Lender may be unable to effect a
public sale of all or a part of the Investment Property by reason of certain
prohibitions contained in the Securities Act of 1933 (as amended from time to
time, the "Securities Act") or the securities laws of various states (the "Blue
Sky Laws"), but may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obligated to agree, among other
things, to acquire the Investment Property for their own account, for investment
and not with a view to the distribution or resale thereof. The Borrower
acknowledges that private sales so made may be at prices and upon other terms
less favorable to the seller than if the Investment Property were sold at public
sales. The Borrower agrees that the Lender has no obligation to delay sale of
any of the Investment Property for the period of time necessary to permit the
Investment Property to be registered for public sale under the Securities Act or
the Blue Sky Laws, and that private sales made under the foregoing circumstances
shall be deemed to have been made in a commercially reasonable manner.

         (f) The Lender shall be entitled to retain and to apply the Proceeds of
any disposition of the Collateral, first, to its reasonable expenses provided
for herein, including


                                                                              11
<PAGE>

attorneys' fees and other legal expenses incurred by it in connection therewith;
and second, to the payment of the Secured Obligations in such order of priority
as the Lender shall determine. Any surplus remaining after such application
shall be paid to the Borrower or to whomever may be legally entitled thereto,
provided that in no event shall the Borrower be credited with any part of the
Proceeds of the disposition of the Collateral until such Proceeds shall have
been received in cash from the Lender. The Borrower shall remain liable for any
deficiency.

         (g) The Borrower hereby appoints to the Lender and each of the Lender's
designees or agents as attorney-in-fact of the Borrower, irrevocably and with
power of substitution, with full authority in the name of the Borrower, the
Lender or otherwise, for sole use and benefit of the Lender, but at the
Borrower's expense, so long as an Event of Default is continuing, to take any
and all of the actions specified above in this Section and elsewhere in this
Agreement. This power of attorney is a power coupled with an interest and shall
be irrevocable for so long as any of the Secured Obligations remain outstanding.

      Section 6. Lender's Rights and Remedies with Respect to Collateral. The
Lender may, at its option, at any time and from time to time after the
occurrence and during the continuance of an Event of Default, without notice to
or demand on the Borrower, take the following actions with respect to the
Collateral:

         (a) with respect to any Accounts (i) demand, collect, and receipt of
any amounts relating thereto, as the Lender may determine; (ii) commence and
prosecute any actions in any court for the purposes of collection any such
Accounts and enforcing any other rights in respect thereof, (iii) defend,
settle, or compromise any action brought and, in connection therewith, give such
discharges or releases as the Lender may deem appropriate; (iv) receive, open
and dispose of mail addressed to the Borrower and endorse checks, notes, drafts,
acceptances, money orders, bills of lading, warehouse receipts or other
instruments or documents evidencing payment, shipment or storage of the goods
giving rise to such Accounts or securing or relating to such Accounts, on behalf
of and in the name of the Borrower; and (v) sell, assign, transfer, make any
agreement in respect of, or otherwise deal with or exercise rights in respect
of, any such Accounts or the goods or services which have given rise thereto, as
fully and completely as though the Lender were the absolute owner there of for
all purposes;

         (b) with respect to any Equipment and Inventory (i) make, adjust and
settle claims under any insurance policy related thereto and place and pay for
appropriate insurance thereon; (iii) make repairs or provide maintenance with
respect thereto; and (iv) pay any necessary filing fees and any taxes arising as
a consequence of any such filing. The Lender shall not thereby relieve the
Borrower of its obligation to make such expenditures; and

         (c) with respect to any Investment Property (i) transfer it at any time
to Lender, or to its nominee, and receive the income thereon and hold the same
as Collateral hereunder or apply it to any matured Secured Obligations; and (ii)
demand, sue for, collect or make any compromise or settlement it deems
desirable.

         Except as otherwise provided herein, the Lender shall have no duty as
to the collection or protection of any Collateral nor as to the preservation of
any rights pertaining


                                                                              12
<PAGE>

thereto, beyond the safe custody of any Collateral in its possession.

      Section 7. Set-Off. Regardless of the adequacy of any Collateral or other
means of obtaining repayment of the Secured Obligations, any deposits, balances
or other sums credited by or due from the head office of the Lender or any of
its branch offices to the Borrower and any property of the Borrower now or
hereafter in the possession, custody, safekeeping or control of the Lender or in
transit to the Lender may, at any time and from time to time after the
occurrence of an Event of Default, without notice to the Borrower or compliance
with any other condition precedent now or hereafter imposed by statute, rule of
law, or otherwise (all of which are hereby expressly waived) be set -off,
appropriated and applied by the Lender against any and all Secured Obligations
of the Borrower in such manner as the head office of the Lender or any of its
branch offices in its sole discretion may determine, and the Borrower hereby
grants the Lender a continuing security interest in such deposits, balances,
other sums and property for the payment and performance of all such Secured
Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCIS ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE SECURED
OBLIGATIONS PRIOR TO EXERCISING ITS RIGHTS OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, BALANCES, OTHER SUMS AND PROPERTY OF THE BORROWER ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

      Section 8. Waivers. The Borrower waives presentment, demand, notice,
protest, notice of acceptance of this Agreement, notice of any loans made,
credit or other extensions granted, Collateral received or delivered and any
other action taken in reliance hereon and all other demands and notices of any
description, except for such demands and notices as are expressly required to be
provided to the Borrower under this Agreement or any other Loan Document. The
Borrower waives, to the fullest extent permitted by law, the benefit of all
appraisement, valuation, stay, extension and redemption laws now or hereafter in
force and all rights of marshaling in the event of any sale or disposition of
any of the Collateral with respect to both the Secured Obligations and any
Collateral. The Borrower assents to any extension or postponement of the time of
payment or any other forgiveness or indulgence, to any substitution, exchange or
release of Collateral, to the addition or release of any party or person
primarily or secondarily liable, to the acceptance of partial payment thereon
and the settlement, compromise or adjustment of any thereof, all in such manner
and at such time or times as the Lender may deem advisable. The Lender may
exercise its rights with respect to the Collateral without resorting, or regard,
to other collateral or sources of reimbursement for Secured Obligations. The
Lender shall not be deemed to have waived any of its rights with respect to the
Secured Obligations or the Collateral unless such waiver is in writing and
signed by Lender. No delay or omission on part of the Lender in exercising any
right and no course of dealing shall operate as a waiver of such right or any
other right. A waiver on any one occasion shall not bar or waive the exercise of
any right on any future occasion. All rights and remedies of the Lender in the
Secured Obligations or the Collateral, whether evidenced hereby or by any other
instrument or papers, are cumulative and not exclusive of any remedies provided
by law or any other agreement, and may be exercised separately or concurrently.

            Section 9. Notices. All notices, approvals, request, demands
and other communications  hereunder shall be given in accordance with
Section 10.1 of Credit Agreement.

                                                                              13
<PAGE>

      Section 10. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Borrower and its successors and assigns, and
shall be binding upon and inure to the benefit of and be enforceable by the
Lender and its successor and assigns; provided that the Borrower may not assign
or transfer its rights or obligations hereunder. Without limiting the generality
of the foregoing sentence, the Lender may, in the manner and to the extent set
forth in the Credit Agreement, assign or otherwise transfer any agreement or any
note held by it evidencing, securing or otherwise executed in connection with
the Secured Obligations, or sell participations in any interest therein, to any
other person or entity, and such other person or entity shall thereupon become
vested, to the extent set forth in agreement evidencing such assignment,
transfer or participation, with all the rights in respect thereof granted to the
Lender herein.

      Section 11. Governing Law; Jurisdiction; Venue. THIS AGREEMENT IS A
CONTRACT UNDER THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID
COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER HEREBY CONSENTS AND AGREES THAT THE SUPERIOR COURT OF THE COMMONWEALTH
OF MASSACHUSETTS, SITTING IN SUFFOLK COUNTY, OR, AT THE LENDER'S OPTION, THE
UNITED STATES DISTRICT OF MASSACHUSETTS, SITTING IN BOSTON, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY SUIT TO ENFORCE THE RIGHTS OF THE LENDER
UNDER THIS AGREEMENT AND ANY CLAIMS OR DISPUTES BETWEEN THE BORROWER, ON THE ONE
HAND, AND THE LENDER, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY
MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE BORROWER EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT AND CONSENTS TO SERVICE OF PROCESS IN ANY SUIT BEING
MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SET FORTH IN SECTION 10.1 OF THE
CREDIT AGREEMENT. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE THE LAYING OF VENUE OF ANY SUCH ACTION BROUGHT IN THE COURTS
REFERRED TO IN THIS SECTION AND IRREVOCABLY WAIVED AND AGREES NOT TO PLEAD OR
CLAIM ANY SUCH ACTION THAT SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

      Section 12. Waiver of Jury Trial. THE BORROWER AND THE LENDER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, ANY RIGHTS OR SECURED OBLIGATIONS HEREUNDER, THE PERFORMANCE OF
SUCH RIGHTS AND SECURED OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHTHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING, WITHOUT LIMITAION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF THE LENDER RELATING TO THE ADMINISTRATION OR
ENFORCEMENT OF THIS AGREEMENT, AND AGREES THAT


                                       14
<PAGE>


IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CAN NOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, THE
BORROWER AND THE LENDER HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER
IN ANY LITIGATION REFERRED TO TN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. THE BORROWER (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(b) ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BECAUSE OF, AMONG OTHER THINGS, THE BORROWER'S WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.

      Section 13. General. This Agreement may not be amended or modified except
by a writing signed by each of the Borrower and the Lender. This Agreement and
any amendment hereof may be executed in several counterparts and by each party
on a separate counterpart, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one instrument. Section
headings are for convenience of reference only and are not a part of this
Agreement. In the event that any Collateral or any deposit or other sum due from
or credited by the Lender is held or stands in the name of the borrower and
another or others jointly, the Lender may deal with the same for all purposes as
if it belonged to or stood in the name of the Borrower alone.



                                                                              15
<PAGE>

      IN WITNESS WHEREOF, the Borrower has caused this Agreement to be
duly executed as an instrument under seal as of the date first written
above.

                                        VIRTUSA CORPORATION


                                        By:/s/ Charles Speicher
                                           ____________________

                                           Charles Speicher
                                           Corporate Controller


ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
CITIZENS BANK OF MASSACHUSETTS


By:/s/ Sharon A. Stone
   ______________________

   Sharon A. Stone
   Senior vice President
                                                                              16
<PAGE>



                           NEGATIVE PLEDGE AGREEMENT

      THIS NEGATIVE PLEDGE AGREEMENT (this "Agreement") is made this 29 day of
September, 2006 by VIRTUSA CORPORATION, a corporation organized under the laws
of the State of Delaware and having its chief executive office at 2000 West Park
Drive, Westborough, Massachusetts 01581 (the "Borrower"), in favor CITIZENS BANK
OF MASSACHUSETTS, a Massachusetts bank having a banking office at 28 State
Street, Boston, Massachusetts 02109 (the "Lender").

      The Borrower has requested that the Lender enter into a certain Amended
and Restated Credit Agreement with Borrower of even date herewith (as the same
may be amended, modified, supplemented, extended or restated from time to time,
the "Credit Agreement") and that Lender agree to make loans and other credits to
the Borrower upon the terms and subject to the conditions set forth therein.

      Lender has required that Borrower enter into this Agreement as a condition
precedent to Lender's entering into the Credit Agreement.

      In order to induce the Lender to enter into the Credit Agreement and to
make or continue to make loans and other credits available to the Borrower upon
the terms and subject to the conditions set forth therein, and in consideration
thereof, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Borrower agrees as follows:

      Section 1. Definitions. All capitalized terms used herein or in any
certificate, report or other document delivered pursuant hereto shall have the
meanings assigned to them below or in the Credit Agreement (unless otherwise
defined).

      Intellectual Property. All of the following, to the extent owned by (and
not licensed to) the Borrower: (i) United States and foreign patents, patent
applications and statutory invention registrations, including reissues,
divisions, continuations, substitutions, renewals, continuations in part,
extensions and reexaminations thereof, and all improvements thereto, (ii)
software, database, copyrightable works, websites, copyrights (registered,
renewed or otherwise) and registrations, renewals and applications for
registration or renewal thereof, (iii) trademarks, trademark applications,
service marks, service mark applications, trade dress, logos, slogans, symbols,
trade names, internet domain names, brand names, product names, fictitious
names, corporate names, and other source identifiers and all reissues,
extensions and renewals thereof, and goodwill of the business symbolized thereby
and associated therewith, (iv) trade secrets, know-how, technology, inventions
and discoveries, and (v) any and all right, title, and interest in and to the
foregoing, including the right to sue for past, present and future infringement,
in all of such cases (i) through (v), whether used, held for use, supported,
maintained, marketed or otherwise.

      Section 2. Negative Pledge. The Borrower hereby covenants that it shall
not create, incur, assume or suffer to exist any Encumbrance, other than
Permitted Encumbrances, or any other negative pledge, on or with respect to the
Intellectual Property. The Borrower further


<PAGE>

covenants and agrees that it shall not sell, transfer, assign or otherwise
alienate the Intellectual Property, other than for fair consideration in the
ordinary course of Borrower's business, without the prior written consent of
Lender.

      Section 3. Notices. All notices, approvals, requests, demands and other
communications hereunder shall be given in accordance with Section 10.1 of the
Credit Agreement.

      Section 4. Governing Law: Jurisdiction; Venue. THIS AGREEMENT IS A
CONTRACT UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID
COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER HEREBY CONSENTS AND AGREES THAT THE SUPERIOR COURT OF THE COMMONWEALTH
OF MASSACHUSETTS, SITTING IN SUFFOLK COUNTY, OR AT THE LENDER'S OPTION, THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, SITTING IN
BOSTON, SHALL HAVE EXCLUSIVE JURIDRICTION TO HEAR AND DETERMINE ANY SUIT TO
ENFORCE THE RIGHTS OF THE LENDER UNDER THIS AGREEMENT AND ANY CLAIMS OR DISPUTES
BETWEEN THE BORROWER, ON THE ONE HAND, AND THE LENDER, ON THE OTHER HAND,
PERTAINING TO THIS AGREEMENT OR ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT. THE BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT AND CONSENTS TO
SERVICE OF THE PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT
THE ADDRESS SET FORTH IN SECTION 10.1 OF THE CREDIT AGREEMENT. THE BORROWER
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH ACTION BROUGHT IN THE COURT REFERRED TO IN THE
SECTION AND IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
ACTION SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

      Section 5. Waiver of Jury Trail. THE BORROWER AND THE LENDER HEREBY
KNOWINGLY, VOLUNTARY AND INTENTIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE LENDER RELATING TO THE ADMINISTRATION OR ENFORCEMENT OF THIS AGREEMENT, AND
AGREES THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CAN NOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
PROHIBITED BY LAW, THE BORROWER AND THE LENDER HEREBY WAIVE ANY RIGHT THEY MAY
HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE
ANY SPECIAL, EXEMPLARY,


                                                                               2
<PAGE>

PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. THE BORROWER (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE LENDER HAS REPRESENTED EXPRESSLY OR OTHERWISE, THAT THE LENDER
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(b) ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BECAUSE OF, AMONG OTHER THINGS, THE BORROWER'S WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.

Section 6. General. This Agreement may not be amended or modified expect by a
writing signed by each of the Borrower and Lender. This Agreement shall be
binding upon and inure to the benefit of the Borrower and its successors and
assigns, and shall be shall be binding upon and inure to the benefit of and be
enforceable by the Lender and its successors and assigns; provided that the
Borrower may not assign or transfer its rights or obligations hereunder. This
Agreement and any amendment hereof may be executed in several counterparts and
by each party on a separate counterpart, each of which when executed and
delivered shall be an original, but all of which together shall constitute one
agreement. Section headings are for convenience of reference only and are not a
part of this Agreement. In the event that any deposit or sum due from or
credited by the Lender is held or stands in the name of the Borrower and another
or others jointly, the Lender may deal with the same for all purposes as if it
belonged to or stood in the name of the Borrower alone.

      IN WITNESS WHEREOF, the Borrower has caused this Agreement to be duly
executed as an instrument under seal as of the date first written above.

                                        VIRTUSA CORPORATION


                                        By:/s/ Kris Canekeratne
                                           ____________________
                                           Kris Canekeratne
                                           Chairman and Chief Executive Officer

ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
CITIZENS BANK OF MASSCHUSETTS


By:/s/ Sharon A. Stone
   ______________________
   Sharon A. Stone
   Senior Vice President


                                                                               3
<PAGE>


                             STOCK PLEDGE AGREEMENT

      This Stock Pledge Agreement (this "Agreement") is made September 29, 2006
by and between VIRTUSA CORPORATION, a Delaware corporation having its principal
offices at 2000 West Park Drive, Westborough, Massachusetts 01581 (hereinafter
called the "Borrower"), and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank
with a banking office at 28 State Street, Boston, Massachusetts 02109
(hereinafter called the "Lender"). Borrower has executed and delivered a certain
Amended and Restated Credit Agreement of even date herewith (the "Credit
Agreement") to Lender pursuant to which Lender has agreed to make certain loans
and other credits available to Borrower on the terms and conditions set forth in
the Credit Agreement.

      1. PLEDGE OF STOCK. The Borrower hereby represents and warrants that the
Borrower owns on the date hereof, free and clear of any and all claims, liens or
encumbrances, all of the issued and outstanding shares of the capital stock of
VIRTUSA SECURITIES CORPORATION (the "Subsidiary"), and hereby agrees to pledge,
assign, and deliver the same on the date hereof to the Lender, for benefit of
the Lender, to be held by the Lender subject to the terms and conditions
hereinafter set forth, together with stock powers appropriately executed in
blank. The term "Stock" as used herein includes the shares of stock described
above and any additional shares of stock which may from time to time be pledged
with the Lender hereunder.

      Any sums or property paid upon or with respect to any of the Stock upon
the liquidation or dissolution of any issuer thereof shall be paid over to the
Lender to be held by it as security for the Obligations. In case any
distribution of capital shall be made on or in respect of any of the Stock or
any property shall be distributed upon or with respect to any of the Stock
pursuant to the recapitalization or reclassification of the capital of the
issuer thereof or pursuant to the reorganization thereof, the property so
distributed shall be delivered to the Lender to be held by it as security for
the Obligations. All sums of money and property paid or distributed in respect
of the Stock which are received by the Borrower shall, until paid or delivered
to the Lender, be held by the Borrower in trust for the Lender as security for
the Obligations.

      2. WARRANTY OF TITLE. The Borrower warrants that it has good and
marketable title to the Stock described in Section l hereof, subject to no
pledges, liens, security interests, charges, options, restrictions or other
encumbrances except the security interest created by this Agreement, and that
such Borrower has power, authority and legal right to pledge the Stock pursuant
to this Agreement. The Borrower represents and warrants that the Stock
represents 100.0% of the issued and outstanding capital stock of the Subsidiary,
and that it will not permit any further shares or instruments convertible into
or exchangeable for shares of stock in the Subsidiary to issue while this
Agreement remains in effect. The Borrower covenants to defend the Lender's
rights and security interest in the Stock against the claims and demands of all
Persons whomsoever; and the Borrower covenants to have the like title to and
right to pledge any other property at any time hereafter pledged to the Lender
hereunder and to likewise

<PAGE>

defend the Lender's rights and security interest therein.

      The property at any time pledged with the Lender hereunder and all income
therefrom and proceeds thereof, are collectively referred to herein as the
"Collateral".

      3. SECURITY FOR OBLIGATIONS. This Agreement and the pledge of the
Collateral is made with the Lender to secure the payment in full and performance
of any and all obligations, indebtedness and liabilities of the Borrower, now
existing or hereafter arising, direct or indirect, absolute or contingent, due
or to become due, matured or unmatured, liquidated or unliquidated, arising by
contract, operation of law or otherwise including, but not limited to, those
arising under or in connection with the Credit Agreement (the "Obligations").

      4. DIVIDENDS, VOTING, ETC., WHILE NO EVENT OF DEFAULT. So long as no
default by the Borrower in the full and punctual payment and performance of the
Obligations is continuing, the Borrower, as to the Stock, shall be entitled to
receive all cash dividends paid in respect of the Stock, to vote the Stock (to
the extent otherwise entitled thereto) and to give consents, waivers and
ratifications in respect of the Stock, provided, however, that no vote shall be
cast or consent, waiver or ratification given or action taken which would be
inconsistent with or violate any provision of the Credit Agreement. All such
rights of the Borrower to vote and give consents, waivers and ratifications with
respect to the Stock shall, at Lender's option, as evidenced by Lender's
notifying Borrower of such election, cease in case an Event of Default shall
have occurred and be continuing.

      5. REMEDIES FOLLOWING EVENT OF DEFAULT. If an Event of Default shall have
occurred and be continuing, the Lender shall thereafter have the following
rights and remedies in addition to the rights and remedies of a secured party
under the Uniform Commercial Code, all such rights and remedies being
cumulative, not exclusive, and enforceable alternatively successively or
concurrently, at such time or times as the Lender thinks expedient:

            (a) if the Lender so elects and gives notice of such election to the
Borrower, the Lender may vote any or all shares of the Stock (whether or not the
same shall have been transferred into its name or the name of its nominee or
nominees) and give all consents, waivers and ratifications in respect of the
stock and otherwise act with respect thereto as though it was the outright owner
thereof (the Borrower hereby irrevocably constituting and appointing the Lender
the proxy and attorney-in-fact of the Borrower with full power of substitution,
to do so);

            (b) the Lender may demand, sue for, collect or make any compromise
or settlement the Lender deems suitable in respect of any Collateral held by it
hereunder;

            (c) the Lender may sell, resell, assign and deliver, or otherwise
dispose of any or all of the Collateral, for cash and/or credit and upon such
terms, at such place or places and at such time or times and to such Persons as
the Lender thinks expedient, all without demand for performance by the Borrower
or any notice or advertisement whatsoever except


                                       2
<PAGE>

such as may be required by law; and

            (d) the Lender may cause all or any part of the Stock held by it to
be transferred into its name or the name of its nominee or nominees.

      The Lender may enforce its right hereunder without any other notice and
without compliance with any other condition precedent now or hereafter imposed
by statute, rule or law or otherwise (all of which are hereby expressly waived
by the Borrower). If any of the Collateral is sold by the Lender upon credit or
for future delivery, the Lender shall not be liable for the failure of the
purchaser to pay for the same and in such event the Lender may resell such
Collateral. The Lender may buy any part or all of the Collateral at any public
sale and if any part or all of the Collateral is of a type customarily sold in a
recognized market or is of the type which is the subject of widely-distributed
standard price quotations, the Lender may buy at private sale and may make
payments thereof by any means. The Lender may apply the cash proceeds actually
received from any sale or other disposition to the reasonable expenses of
retaking, holding, preparing for sale, selling and the like, or reasonable
attorneys' fees, and all legal expenses, travel and other expenses which may be
incurred by the Lender in attempting to collect the Obligations or any of them,
or to enforce this Agreement or in the prosecution or defense of any action or
proceeding related to the subject matter of this Agreement; and then to the
Obligations in such order as to principal or interest remaining unpaid,
including interest thereon, and the balance of any expenses unpaid, as the
Lender in its sole discretion may reasonably determine, and any surplus shall be
paid to the Borrower.

      The Borrower recognizes that the Lender may be unable to effect a public
sale of the Stock by reason of certain prohibitions contained in the Securities
Act of 1933, as amended, but may be compelled to resort to one or more private
sales thereof to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire such securities for their own account, for
investment and not with a view to the distribution or resale thereof. The
Borrower agrees that any such private sales may be at prices and on other
reasonable terms less favorable to the seller than if sold at public sales and
that such private sales shall be deemed to have been made in a commercially
reasonable manner. The Lender shall be under no obligation to delay a sale of
any of the Stock for the period of time necessary to permit the issuer of such
securities to register such securities for public sale under the Securities Act
of 1933, as amended, even if the issuer would agree to do so.

      6. MARSHALLING. The Lender shall not be required to marshall any present
or future security for (including but not limited to this Agreement and the
Collateral pledged hereunder), or guaranties of, the Obligations or any part of
them, or to resort to such security or guaranties in any particular order; and
all of its rights hereunder and in respect of such securities and guaranties
shall be cumulative and in addition to all other rights, however existing or
arising. To the extent that the Borrower lawfully may, the Borrower hereby
agrees that it will not invoke any law which might cause delay in or impede the
enforcement of the Lender's rights under this Agreement or under any other
instrument evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured and
guaranteed, and the Borrower hereby


                                       3
<PAGE>

irrevocably waives the benefits of all such laws.

      7. BORROWER'S OBLIGATIONS NOT AFFECTED. The obligations of the Borrower
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by (a) any insolvency, bankruptcy, arrangement of or involving the
Borrower; (b) any exercise or non-exercise, or any waiver, by the Lender of any
right, remedy, power or privilege under or in respect of any of the Obligations
or any security therefor (including this Agreement); (c) any amendment or waiver
of any of the terms of the Credit Agreement or any of the Obligations; (d) any
amendment or waiver of any of the terms of any instrument (other than this
Agreement) securing any of the Obligations or (e) the taking of additional
security for or any guaranty of any of the Obligations or the release or
discharge or termination of any security or guaranty for any of the Obligations;
whether or not the Borrower shall have notice or knowledge of any of the
foregoing.

      8. TRANSFER, ETC. BY THE BORROWER. Without the prior written consent of
the Lender, the Borrower will not sell, assign, transfer or otherwise dispose
of, grant any option with respect to, or pledge or grant any security interest
in or otherwise encumber any of the Collateral or any interest therein, except
for the pledge thereof provided for in this Agreement.

      9. FURTHER ASSURANCES. The Borrower will do all such acts, and will
furnish to the Lender all such financing statements, certificates, opinions and
other documents and will do or cause to be done all such other things as the
Lender may reasonable request from time to time in order to give full effect to
this Agreement and to secure the rights of the Lender hereunder.

      10. LENDER'S EXONERATION. Under no circumstances shall the Lender be
deemed to assume any responsibility for or obligation or duty (except for safe
custody) with respect to any part or all of the Collateral, of any nature or
kind or any matter or proceedings arising out of or relating thereto, but the
same shall be at the Borrower's sole risk at all times. The Lender shall not be
required to take any action of any kind to collect, preserve or protect its or
the Borrower's rights in the Collateral or against any parties thereto. The
Borrower hereby releases the Lender from any claims, causes of action and
demands at any time arising out of or with respect to this Agreement, the
Obligations, the use of the Collateral and/or any actions reasonably taken or
omitted to be taken by the Lender with respect thereto, and the Borrower hereby
agrees to hold the Lender harmless from and with respect to any and all such
claims, causes of action and demands. The Lender's prior recourse to any part or
all of the Collateral shall not constitute a condition of any demand, suit or
proceeding for payment or collection of the Obligations.

      11. NO WAIVER, ETC. No act, failure or delay by Lender shall constitute a
waiver of its rights and remedies hereunder or otherwise. No single or partial
waiver by the Lender of any default or right or remedy which it may have shall
operate as a waiver of any other default, right or remedy or of the same
default, right or remedy on a future occasion. The Borrower hereby waives
presentment, notice of dishonor and protest of all instruments


                                       4
<PAGE>

included in or evidencing any of the Obligations or the Collateral, and any and
all other notices and demands whatsoever (except as expressly provided herein).

      12. NOTICES, ETC. All notices, requests and other communications hereunder
shall be in writing and shall be given as set forth in the Credit Agreement.

      13. TERMINATION. Upon payment in full of all the Obligations in accordance
with their terms and the performance by the Borrower of all of the Borrower's
agreements under the Credit Agreement and this Agreement, this Agreement shall
terminate and the Borrower shall be entitled to the return, at the Borrower's
expense, of such of the Collateral in the possession or control of the Lender as
has not theretofore been disposed of pursuant to the provisions hereof, together
with any moneys and other property at the time held by the Lender hereunder.

      14. MISCELLANEOUS PROVISIONS. Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the party to be charged. This Agreement and all
obligations of the Borrower hereunder shall be binding upon the successors in
title and assigns of the Borrower, and shall, together with the rights and
remedies of the Lender hereunder, inure to the benefit of the Lender, its
successors in title and assigns. This Agreement and obligations of the Borrower
hereunder shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts. The descriptive section headings have been
inserted for convenience of reference only and do not define or limit the
provisions hereof. If any term of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity of all other terms hereof shall be in no
way affected thereby, and this Agreement shall be construed and be enforceable
as if such invalid, illegal or unenforceable terms had not been included herein.
The Borrower acknowledges receipt of a copy of this Agreement. Words and
expressions used herein without definition which are defined in the Uniform
Commercial Code have such defined meanings herein, unless the context otherwise
indicates or requires. This Agreement may be executed in several counterparts,
each of which when executed and delivered shall be original, but all of which
together shall constitute one instrument. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such counterpart.

                                       5
<PAGE>


      IN WITNESS WHEREOF, the Borrower has executed this Agreement as an
instrument under seal on the date first above written.


WITNESS                               BORROWER
                                      VIRTUSA CORPORATION


/s/ Charles Speicher                  By: /s/ Kris Canekeratne
----------------------------              ------------------------------------
Charles Speicher                          Kris Canekeratne
Corporate Controller                      Chairman and Chief Executive Officer




                                       6