AMENDMENT 2 TO
INTERNATIONAL ELECTRONIC COMMERCE PROVIDER AGREEMENT
Dated February 14, 1997
Sterling Commerce International, Inc.
and Satyam Infoway Limited
1. Introduction. Sterling Commerce International, Inc. ("Sterling Commerce") and Satyam Infoway Limited
("Company"), entered into an International Commerce Provider Agreement dated February 14, 1997
("Agreement"), attached as Exhibit A. Company now desires to obtain the right to use the EC Technology, and to
market, provide, sublicense, install, facilitate, maintain and support the EC Offerings, within Australia under the
same terms and conditions as the Agreement, except as set forth in this Amendment 2. For good and valuable
consideration, including the payments provided for herein, Sterling Commerce is willing and through its affiliate,
Sterling Commerce (Australia) Pty Limited ("Sterling Australian Affiliate") to grant Company the rights set forth
herein, subject to the following terms and conditions.
This Amendment 2 applies only to the Territory of Australia and does not alter or amend Company's or Sterling
Commerce's rights and obligations under the Agreement. Terms defined in the Agreement shall have the same
meaning in this Amendment 2, unless otherwise defined herein.
1.1 Company. Company may assign its rights and obligations under this Amendment 2 with respect to Australia
(the "Assignment") to an affiliate company controlled by Company ("Company Australian Affiliate"); provided
that the Company Australian Affiliate shall assume such obligations in writing in a form reasonably acceptable to
Sterling Commerce, and Company shall remain obligated under the Agreement and such amendment. For
purposes of this Amendment 2, the term "Company" in the Agreement shall mean Company Australian Affiliate,
except as otherwise set forth in this Amendment 2.
1.2 Sterling Commerce. For purposes of this Amendment 2, the term "Sterling Commerce in the Agreement shall
mean Sterling Australian Affiliate. The coll