Summary of Discussions at the BFL Software Board Meeting Mumbai, June 6, 2000

At a meeting held on June 6, 2000 in Bangalore the Board of Directors of BFL Software (to be renamed as MphasiS-BFL) decided the following, subject to the requisite approvals from shareholders and statutory authorities:

1. Authorized the appointment of Richard S. Braddock (Chairman & CEO of Priceline.com and former President of Citicorp) and Professor Jose de la Torre (Professor of International Business Strategy at the Anderson School, University of California at Los Angeles and Director' of UCLA's Center for International Business Education and Research) as Directors of BFL Software.

2. Passed an enabling resolution authorizing the management of MphasiS-BFL to proceed with an American Depository Receipts (ADR) issue in the range of US$ 50-$100 million, timing of which to be decided in conjunction with investment bankers.

3. Passed an enabling resolution authorizing the management to proceed with investments in joint ventures with strategic customers.

4. Passed an enabling resolution to increase FII/NRI/OCB limits in the shareholding of the Company up to 40 percent of the paid-up capital.

5. To issue ESOP up to 10 percent of the paid-up capital.

 
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