Infosys Technologies Limited

             American Depositary Shares

Representing

             Equity Shares

(Par Value Rs.5 Per Share)

Underwriting Agreement

May [    ], 2005

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman Sachs (Asia) L.L.C.

UBS AG

As Representatives of the several Underwriters

named in Schedule II hereto,

c/o Goldman Sachs (Asia) L.L.C.

68^th Floor

Cheung Kong Centre

2 Queens Road Central

Hong Kong

Ladies and Gentlemen:

The shareholders named in Schedule I hereto (the Selling Shareholders) of Infosys Technologies Limited (the Company), a public limited company incorporated under the laws of the Republic of India (India), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule II hereto (the Underwriters) for whom the Representatives (as hereinafter defined) are acting as representatives, an aggregate of              American Depositary Shares representing              equity shares, par value Rs.5 per share (the Equity Shares), of the Company and, at the election of the Underwriters, up to              additional American Depositary Shares representing              additional Equity Shares. The aggregate of              American Depositary Shares representing              Equity Shares to be sold by the Selling Shareholders are herein called the Firm ADSs and the aggregate of              additional American Depositary Shares representing              additional Equity Shares to be sold by certain of the Selling Shareholders at the election of the Underwriters are herein called the Optional ADSs. The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the ADSs. The Equity Shares represented by the Firm ADSs are hereinafter called the Firm Shares and the Equity Shares represented by the Optional ADSs are hereinafter called the Optional Shares. The Firm Shares and the Optional Shares are herein collectively called the Shares.              Firm ADSs will be purchased from Nomura International (Hong Kong) Limited by Nomura Securities Co., Ltd. (Nomura Securities) for its account for the Japanese POWL (as defined in Section 1(a)(i) below) and will in turn be offered by Nomura Securities in Japan, acting as the sole book runner for the Japanese POWL and its certain selling members, if any.

The Company has caused to be prepared and/or delivered only to holders of the Companys Equity Shares at their addresses of record in India an Invitation to Offer (defined in Section 1(a)(vii) below), dated May 5, 2005, containing a description of the terms upon which the Company is sponsoring the offering of ADSs against Equity Shares accepted from holders of Equity Shares in India, pursuant to (i) the FEMA Notification No. 41/2001, dated March 2, 2001 issued by the Reserve Bank of India, (ii) the Notification No. 15/23/99-NRI

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dated July 29, 2002 issued by Government of India, Ministry of Finance, (iii) the Operative Guidelines for Disinvestment of shares by the Indian Companies in the overseas market through issue of ADRs/GDRs as notified by the Government of India, Ministry of Finance vide Notification No. 15/23/99-NRI dated July 29, 2002 and (iv) the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 as amended by the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) (Amendment) SchemeII, 2002 (collectively the Notifications). Sponsorship does not mean that the Company is purchasing or causing the purchase of the Equity Shares directly or indirectly or recommending that the holders of Equity Shares participate in the Offering (as defined in Section 1(a)(i) below). Under the terms of the Invitation to Offer and the other Indian Invitation Documents (as defined in Section 1(a)(vii) below) the Shares to be sold by the Selling Shareholders hereunder are being held by the Escrow Agent (as defined in Section 1(a)(vii) below) until such time as they are required to be transferred to the Indian Domestic Custodian acting on behalf of the Depositary (each as defined in the following paragraph) against the issuance of ADSs representing such Shares and to be delivered to the Underwriters under Section 4 (a) hereof.

The ADSs are to be issued pursuant to a deposit agreement, dated as of March 10, 1999, among the Company, Deutsche Bank Trust Company Americas, as depositary (the Depositary), and holders and beneficial owners from time to time of the American Depositary Receipts (the ADRs) issued by the Depositary and evidencing the ADSs, as amended and restated on March 28, 2003, and as further amended on July 1, 2004 (the Deposit Agreement). Pursuant to the Deposit Agreement, ICICI Bank Limited has been appointed the domestic custodian in India (the Indian Domestic Custodian) to hold Equity Shares on behalf of the Depositary. Each ADS will initially represent the right to receive one Equity Share deposited pursuant to the Deposit Agreement.

1. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:

(i) The Company meets the requirements for use of Form F-3 under the United States Securities Act of 1933, as amended (the Act) and has prepared and filed a registration statement on Form F-3 (File No. 333-121444) in respect of the offering and sale of the Shares and the ADSs (the Offering) with the United States Securities and Exchange Commission (the Commission); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to Citigroup Global Markets Inc., Deutsche Bank Securities, Inc., Goldman Sachs (Asia) L.L.C. and UBS AG, on behalf of the Underwriters (the Representatives), and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the Offering (a Rule 462(b) Registration Statement), filed pursuant to Rule 462(b) under the Act, which became effective upon filing, no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of such registration statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a Preliminary Prospectus); the various parts of such registration statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the registration statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the registration statement at the time such registration statement became effective, each as amended at the time such part of the registration statement became effective, or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the Registration Statement; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act is hereinafter called the Prospectus; and any reference herein to any Preliminary Prospectus or the

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Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the United States Securities Exchange Act of 1934, as amended (the Exchange Act), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the initial registration statement that is incorporated by reference in the Registration Statement; the Company has prepared and filed with the Director General of Kanto Local Finance Bureau of the Ministry of Finance of Japan (the KLFB) a securities registration statement dated May [    ], 2005 with respect to a public offering without listing of the ADSs in Japan (the Japanese POWL) and its exhibits, and amendments to such securities registration statement pursuant to the Securities and Exchange Law of Japan and a further amendment to such securities registration statement in the form heretofore delivered to the Representatives is proposed to be filed by the Company with the KLFB promptly after the execution of this Agreement (such securities registration statement, exhibits, and all such amendments, collectively, the Japanese Securities Registration Statement); the Company has prepared a preliminary prospectus, including its amendments, with respect to the Japanese POWL (the Japanese Preliminary Prospectus) and intends to prepare a further amendment to the Japanese Preliminary Prospectus which together with the Japanese Preliminary Prospectus will form a final Japanese prospectus (the Japanese Prospectus); both of the Japanese Securities Registration Statement and the Japanese Prospectus have been or will be prepared in the Japanese language in accordance with the Securities and Exchange Law of Japan, in principle, based on the information included in the Prospectus, with such omissions and additions as appropriate for the purpose of the Japanese POWL. For the avoidance of doubt, the transactions or sales contemplated hereby or referred to herein as the Offering shall include the Japanese POWL;

(ii) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and each Preliminary Prospectus did not contain an untrue statement or a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(iii) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(iv) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and the Registration Statement, the Prospectus, the Invitation to Offer, the Letter of Transmittal and the Affiliate Questionnaire

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(all as defined in Section 1(a)(vii) below) did not, as of the applicable effective date of the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and on each Time of Delivery as to the Prospectus, and as of with respect to the Invitation to Offer, the Letter of Transmittal and the Affiliate Questionnaire, as of the date on which it was transmitted to the Companys holders of Equity Shares, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(v) A registration statement on Form F-6 (File No. 333-72199), as amended on March 28, 2003, and as further amended on July 1, 2004 in respect of the ADSs has been filed with the Commission; such registration statement in the form heretofore delivered to the Representatives and, excluding exhibits, to the Representatives for each of the other Underwriters, has been declared effective by the Commission in such form; no other document with respect to such registration statement has heretofore been filed with the Commission; no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter collectively called the ADS Registration Statement); and the ADS Registration Statement when it became effective conformed, and any further amendments thereto will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not, as of the applicable effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(vi) Neither the Company nor any of its affiliates has distributed, nor will it distribute prior to the later of the Second Time of Delivery (as defined below) and the completion of the Underwriters distribution of the ADSs, any offering material in connection with the Offering, including the Indian Invitation (as defined in Section (vii) below), (A) in the U.S. other than a Preliminary Prospectus, the Prospectus, the Registration Statement or the ADS Registration Statement, (B) in India other than the Indian Invitation Documents and the Notice of Extraordinary General Meeting, dated November 8, 2004 and (C) in Japan other than the Japanese Prospectus; neither the Company nor any of its subsidiaries or affiliates has distributed, or authorized the distribution of, any documents, information or materials concerning or with respect to the Indian Invitation other than the Indian Invitation Documents;

(vii) Prior to the execution of this Agreement,

(A) The Company has caused to be prepared and/or delivered to all holders of the Companys Equity Shares (1) an invitation to offer, dated May [    ], 2005 (the Invitation to Offer) containing a description of the terms upon which the Company is sponsoring an ADS facility for its Equity Shares (the Indian Invitation) through Karvy Computershare Limited, the Companys registrar and transfer agent (the R&T Agent), with whom the Company has executed an agency agreement, dated [                    ], 2005 (the R&T Agent Agreement), (2) a letter of transmittal, dated May [    ], 2005 (the Letter of Transmittal) which includes a power of attorney whereby each Selling Shareholder that is participating in the Indian Invitation appoints ICICI Bank Ltd. as its attorney-in-fact and custodian (the Attorney-in-Fact) in connection with the Indian Invitation and the subsequent resale of its Shares in the form of ADSs in the Offering (the Power of Attorney) and (3) an affiliate questionnaire directed only to affiliates of registered broker-dealers or affiliates of members of the National Association of Securities Dealers, Inc. (the Affiliate Questionnaire);

(B) The Company and the R&T Agent have executed an escrow agreement, dated [                    ], 2005 (such escrow agreement, together with the second escrow agreement to be entered into between the Escrow Agent, the Depositary and the Indian Domestic Custodian pursuant to Section 1(E)(n) thereof, being defined herein as the Escrow Agreement) with ICICI Bank Ltd. as custodian and

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escrow agent (the Escrow Agent) whereby as the Attorney-in-Fact to the Selling Shareholders the Escrow Agent will (1) enter into this Agreement and execute such further deeds or documents on behalf of each of the Selling Shareholders as may be required in connection with the Indian Invitation and the Offering, (2) hold the Equity Shares for transmission of the same to the Indian Domestic Custodian acting on behalf of the Depositary prior to the issuance of the ADSs pursuant to the terms of the Deposit Agreement, (3) receive the consideration payable to the Selling Shareholders upon the Closing of the Offering and (4) distribute the consideration to the Selling Shareholders in accordance with the terms and conditions of this Agreement and the Indian Invitation Documents; and

(C) The Invitation to Offer, the Letter of Transmittal (together with the Power of Attorney), the Affiliate Questionnaire, the Escrow Agreement and the R&T Agent Agreement, in each case, including all exhibits or attachment to such documents, shall be referred to herein as the Indian Invitation Documents);

(viii) The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Prospectus, the Japanese Prospectus and the Japanese Securities Registration Statement; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, the Japanese Securities Registration Statement and the Japanese Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any material adverse change in or any development that could reasonably be expected to affect the general affairs, management, financial position, prospects, shareholders equity or results of operations of the Company, otherwise than as set forth in the Prospectus, the Japanese Prospectus and the Japanese Securities Registration Statement;

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