SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER

SECTION 14(d)(1) OR 13(e)(1)

of the Securities Exchange Act of 1934

INFOCROSSING, INC.

(Name of subject company (issuer))

WIPRO LIMITED

ROXY ACQUISITION CORP.

(Name of Filing Persons (Offerors))

Common Stock, par value $0.01 per share	45664X109
(Title of classes of securities)	(CUSIP number of common stock)

Madhu Khatri, Esq.

General Counsel

Wipro Limited

Doddakannelli, Sarjapur Road

Bangalore, Karnataka 560035, India

+91-80-2844-0011

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

Copies to:

Raj Judge, Esq.

Christopher Rose, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing(2)
$609,429,597	$18,710

(1)	Estimated for purposes of calculating the filing fee only. The transaction valuation was determined by multiplying the purchase price of $18.70 per share by the sum of (i) the 22,551,194 shares of common stock, par value $0.01 per share, of Infocrossing, Inc. (the “Shares”), issued and outstanding as of August 15, 2007, (ii) the 3,433,731 Shares that are issuable as of August 15, 2007 under outstanding Infocrossing stock options with an exercise price of less than $18.70 per Share, (iii) 931,134 Shares that are issuable as of August 15, 2007 under outstanding warrants to purchase Shares with an exercise price of less than $18.70 and (iv) 5,673,759 Shares that are issuable as of August 15, 2007 upon the conversion of the Infocrossing, Inc. 4.0% Convertible Senior Notes due June 15, 2024.
(2)	The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended. Such fee equals $30.70 for each $1,000,000 of the transaction value.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	None	Filing Party:	N/A
Form of Registration No.:	N/A	Date Filed:	N/A

o Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute this “Schedule TO”) is filed by (i) Wipro Limited, a corporation organized under the laws of India (the “Parent”) and (ii) Roxy Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of the Parent (the “Offeror”). This Schedule TO relates to the offer by the Offeror to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), at a purchase price of $18.70 per Share (or any higher price per Share that is paid in the tender offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 17, 2007 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Item 1.   Summary Term Sheet.

The information set forth in the “Summary Term Sheet” and “Questions and Answers” of the Offer to Purchase is incorporated herein by reference.

Item 2.   Subject Company Information.

(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Infocrossing, Inc., a Delaware corporation. The Company’s principal executive offices are located at 2 Christie Heights Street, Leonia, NJ 07605. The Company’s telephone number is (201) 840-4700.

(b) This Schedule TO relates to the outstanding shares of common stock, par value $0.01 per share, of the Company. According to the Company, there were 22,551,194 Shares outstanding on August 15, 2007. The information set forth in the “Introduction” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in Section 6 of the Offer to Purchase entitled “Price Range of Shares; Dividends on the Shares” is incorporated herein by reference.

Item 3.   Identity and Background of Filing Person.

This Schedule TO is filed by the Offeror and the Parent. The information set forth in Section 9 of the Offer to Purchase entitled “Certain Information Concerning the Parent and the Offeror” and Annex I to the Offer to Purchase is incorporated herein by reference.

Item 4.   Terms of the Transaction.

The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in “Questions and Answers,” “Introduction” and Sections 9, 11, 12 and 13 of the Offer to Purchase entitled “Certain Information Concerning the Parent and the Offeror,” “Background of Offer; Past Contacts or Negotiations with the Company,” “Purpose of the Offer; The Merger; Plans for the Company” and “The Transaction Documents,” respectively, is incorporated herein by reference. Except as set forth therein, there have been no material contacts, negotiations or transactions during the past two years which would be required to be disclosed in this Item 5 between any of the Parent, the Offeror, or any of their respective affiliates or subsidiaries or any of those persons listed on Annex I to the Offer to Purchase, on the one hand, and the Company or any of its affiliates, on the other hand, concerning the merger, consolidation or acquisition, a tender offer or other acquisition of securities of the Company, an election of directors of the Company or sale or transfer of a material amount of assets of the Company.

Item 6.   Purposes of the Transaction and Plans or Proposals.

The information set forth in the “Questions and Answers,” “Introduction” and Sections 6, 7, 12 and 13 of the Offer to Purchase entitled “Price Range of Shares; Dividends on the Shares,” “Effect of Offer on Listing, Market for

Shares and SEC Registration,” “Purpose of the Offer; The Merger; Plans for the Company,” and “The Transaction Documents,” respectively, is incorporated herein by reference.

Item 7.   Source and Amount of Funds or Other Consideration.

The information set forth in Section 10 of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated herein by reference.

Item 8.   Interest in Securities of the Subject Company.

The information set forth in Section 9 of the Offer to Purchase entitled “Certain Information Concerning the Parent and the Offeror” is incorporated herein by reference.

Item 9.   Persons/Assets Retained, Employed, Compensated or Used.

The information set forth in the “Introduction” and Sections 11, 12 and 18 of the Offer to Purchase entitled “Background of Offer; Past Contacts or Negotiations with the Company,” “Purpose of the Offer; The Merger; Plans for the Company” and “Fees and Expenses,” respectively, is incorporated herein by reference.

Item 10.   Financial Statements.

Not applicable.

Item 11.   Additional Information.

(a)(1) The information set forth in Annex I and Sections 9, 11, 12 and 13 of the Offer to Purchase entitled “Certain Information Concerning the Offeror and the Parent,” “Background of Offer; Past Contacts or Negotiations with the Company,” “Purpose of the Offer; The Merger; Plans for the Company” and “The Transaction Documents,” respectively, is incorporated herein by reference.

(a)(2), (3) The information set forth in Sections 12, 15 and 16 of the Offer to Purchase entitled “Purpose of the Offer; The Merger; Plans for the Company,” “Conditions to the Offeror’s Obligations” and “Certain Regulatory and Legal Matters,” respectively, is incorporated herein by reference.

(a)(4) The information set forth in Sections 7, 10 and 16 of the Offer to Purchase entitled “Effect of Offer on Listing, Market for Shares and SEC Registration,” “Source and Amount of Funds” and “Certain Regulatory and Legal Matters,” respectively, is incorporated herein by reference.

(a)(5) None.

(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

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Item 12.   Exhibits.

(a)(1)(i)	Offer to Purchase, dated August 17, 2007.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Instructions for Form W-8BEN.*
(a)(1)(viii)	Form of Summary Advertisement as published on August 17, 2007 in The Wall Street Journal.
(a)(5)(i)	Press Release issued by Wipro Limited (the “Parent”) on August 6, 2007.(1)
(a)(5)(ii)	Transcript of conference call held by the Parent and Infocrossing, Inc. on August 7, 2007.(2)
(a)(5)(iii)	Presentation circulated before conference call held by the Parent and Infocrossing, Inc. on August 7, 2007.(3)
(a)(5)(iv)	Transcript of conference call held by Infocrossing, Inc. along with some of the senior executives of the Parent on August 6, 2007.(4)
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of August 6, 2007, by and among the Parent, Roxy Acquisition Corp. (the “Offeror”) and Infocrossing, Inc.(5)
(d)(2)	Form of Tender and Voting Agreement entered into among the Parent, the Offeror and Zach Lonstein on August 6, 2007.(6)
(d)(3)	Form of Tender and Voting Agreement entered into among the Parent, the Offeror and Robert Wallach on August 6, 2007.(7)
(d)(4)	Confidentiality Agreement, dated as of October 16, 2006, between the Parent and Infocrossing, Inc.
(d)(5)	Exclusivity Agreement, dated as of August 2, 2007, between the Parent and Infocrossing, Inc.
(g)	None.
(h)	None.

*	Included in mailing to stockholders.
(1)	Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Parent and the Offeror on August 7, 2007.
(2)	Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Parent and the Offeror on August 8, 2007.
(3)	Incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by the Parent and the Offeror on August 8, 2007.
(4)	Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Parent and the Offeror on August 10, 2007.
(5)	Incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Parent, Wipro, Inc. and the Offeror on August 15, 2007.
(6)	Incorporated by reference to Exhibit 2 to the Schedule 13D filed by the Parent, Wipro, Inc. and the Offeror on August 15, 2007.
(7)	Incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Parent, Wipro, Inc. and the Offeror on August 15, 2007.

Item 13.   Information Required by Schedule 13 E-3.

Not applicable.

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After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

ROXY ACQUISITION CORP.

By:  /s/  Sridhar Ramasubbu

Name: Sridhar Ramasubbu

Title:  President and Treasurer

WIPRO LIMITED

By:  /s/  Suresh C. Senapaty

Name: Suresh C. Senapaty

Title:  Chief Financial Officer and

Executive Vice President, Finance

Dated: August 16, 2007

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EXHIBIT INDEX

(a)(1)(i)	Offer to Purchase, dated August 17, 2007.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Instructions for Form W-8BEN.*
(a)(1)(viii)	Form of Summary Advertisement as published on August 17, 2007 in The Wall Street Journal.
(a)(5)(i)	Press Release issued by Wipro Limited (the “Parent”) on August 6, 2007.(1)
(a)(5)(ii)	Transcript of conference call held by the Parent and Infocrossing, Inc. on August 7, 2007.(2)
(a)(5)(iii)	Presentation circulated before conference call held by the Parent and Infocrossing, Inc. on August 7, 2007.(3)
(a)(5)(iv)	Transcript of conference call held by Infocrossing, Inc. along with some of the senior executives of the Parent on August 6, 2007.(4)
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of August 6, 2007, by and among the Parent, Roxy Acquisition Corp. (the “Offeror”) and Infocrossing, Inc.(5)
(d)(2)	Form of Tender and Voting Agreement entered into among the Parent, the Offeror and Zach Lonstein on August 6, 2007.(6)
(d)(3)	Form of Tender and Voting Agreement entered into among the Parent, the Offeror and Robert Wallach on August 6, 2007.(7)
(d)(4)	Confidentiality Agreement, dated as of October 16, 2006, between the Parent and Infocrossing, Inc.
(d)(5)	Exclusivity Agreement, dated as of August 2, 2007, between the Parent and Infocrossing, Inc.
(g)	None.
(h)	None.

*	Included in mailing to stockholders.
(1)	Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Parent and the Offeror on August 7, 2007.
(2)	Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Parent and the Offeror on August 8, 2007.
(3)	Incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by the Parent and the Offeror on August 8, 2007.
(4)	Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Parent and the Offeror on August 10, 2007.
(5)	Incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Parent, Wipro, Inc. and the Offeror on August 15, 2007.
(6)	Incorporated by reference to Exhibit 2 to the Schedule 13D filed by the Parent, Wipro, Inc. and the Offeror on August 15, 2007.
(7)	Incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Parent, Wipro, Inc. and the Offeror on August 15, 2007.

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EX-99.(A)(1)(I)

Exhibit (a)(1)(i)

OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
INFOCROSSING, INC.
at
$18.70 Net Per Share
by
ROXY ACQUISITION CORP.
an indirect wholly-owned subsidiary
of
WIPRO LIMITED

THE OFFER AND THE WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M.,
NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 17, 2007, UNLESS THE OFFER IS
EXTENDED PURSUANT TO THE MERGER AGREEMENT.

The offer described in this Offer to Purchase (the “Offer”) is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn, prior to the then-scheduled expiration date of the Offer (as it may be extended from time to time), a number of shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), that, together with any Shares then owned by Wipro Limited, a corporation organized under the laws of India (the “Parent”), and its controlled affiliates, including Roxy Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of the Parent (the “Offeror”), represents one Share more than a majority of the number of Shares then outstanding on a fully diluted basis. The Offer also is subject to certain other conditions described in this Offer to Purchase. See Introduction, Section 1 entitled “Terms of the Offer” and Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase for more details of the terms and conditions of the Offer.

This Offer is being made pursuant to that certain Agreement and Plan of Merger, dated as of August 6, 2007 (as it may be amended, from time to time, the “Merger Agreement”), by and among the Parent, the Offeror and the Company. Under the terms of the Merger Agreement, following the consummation of the Offer and the payment for all Shares tendered pursuant thereto, and subject to certain conditions described in this Offer to Purchase, the Offeror will merge with and into the Company (the “Merger”) and all then-outstanding Shares (other than dissenting Shares, Shares held in treasury of the Company and Shares owned directly or indirectly by the Parent, the Offeror or any wholly-owned subsidiary of the Company) will be cancelled and converted into the right to receive $18.70 per Share (or any higher price per Share that is paid in the Offer) net to the holder thereof in cash without interest, less any required withholding taxes.

The Company’s board of directors (the “Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and has determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger) are advisable, fair to and in the best interests of the stockholders of the Company. Accordingly, the Board recommends that you accept the Offer and tender your Shares to the Offeror pursuant to the Offer.

IMPORTANT

Any stockholder of the Company who holds Shares in such stockholder’s own name and desires to tender Shares in the Offer should complete and sign the Letter of Transmittal accompanying this Offer to Purchase in accordance with the instructions therein, and deliver the Letter of Transmittal (together with the stock certificates representing the Shares to be tendered and all other required documents) to Continental Stock Transfer & Trust Company, the depositary for the Offer (the “Depositary”), or in lieu thereof, follow the procedures for book-entry transfer set forth in Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase.

Any stockholder of the Company who holds Shares in the name of a broker, dealer, commercial bank, trust company or other nominee and desires to tender Shares in the Offer should request that such broker, dealer, commercial bank, trust company or other nominee tender Shares in the Offer on such stockholder’s behalf. Stockholders of the Company who hold Shares in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee to tender Shares in the Offer.

Any stockholder of the Company who desires to tender Shares in the Offer, but whose certificates representing such Shares are not immediately available, who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary, in each case prior to the expiration of the Offer, must tender such Shares pursuant to the guaranteed delivery procedures set forth in Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase.

Questions and requests for assistance in connection with the Offer should be directed to MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”), or to Citigroup Global Markets Inc., the dealer manager for the Offer (the “Dealer Manager”), at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other materials related to the Offer may be obtained at the Offeror’s expense from the Information Agent or from brokers, dealers, commercial banks, trust companies or other nominees that hold Shares.

A summary term sheet describing the principal terms of the Offer appears on pages 1 through 6 of this Offer to Purchase, but stockholders of the Company should read this entire Offer to Purchase carefully before deciding whether to tender Shares in the Offer.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.

August 17, 2007

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TABLE OF CONTENTS

	Page
Summary Term Sheet		1
Questions and Answers		7
Introduction		14
The Tender Offer		16
1. Terms of the Offer		16
2. Acceptance for Payment and Payment for Shares		17
3. Procedure for Tendering Shares		18
4. Withdrawal Rights		20
5. Material United States Federal Income Tax Consequences		21
6. Price Range of Shares; Dividends on the Shares		22
7. Effect of Offer on Listing, Market for Shares and SEC Registration		22
8. Certain Information Concerning the Company		23
9. Certain Information Concerning the Parent and the Offeror		24
10. Source and Amount of Funds		25
11. Background of Offer; Past Contacts or Negotiations with the Company		25
12. Purpose of the Offer; The Merger; Plans for the Company		26
13. The Transaction Documents		28
14. Dividends and Distributions		36
15. Conditions to the Offeror’s Obligations		36
16. Certain Regulatory and Legal Matters		38
17. Appraisal Rights		39
18. Fees and Expenses		40
19. Miscellaneous		40
Annex I. Certain Information Concerning the Directors and Executive Officers of the Offeror and the Parent		A-1

SUMMARY TERM SHEET

This summary term sheet highlights important and material information contained in this Offer to Purchase but is intended to be an overview only. To fully understand the tender offer described in this Offer to Purchase, and for a more complete description of the terms of this tender offer, you should carefully read this entire Offer to Purchase, the documents incorporated by reference or otherwise referred to in this Offer to Purchase and the Letter of Transmittal provided with this Offer to Purchase. Section references are included to direct you to a more complete description of the topics discussed in this summary term sheet.

The Offer; Parties to the Offer	Roxy Acquisition Corp. (the “Offeror”) is offering (the “Offer”) to purchase all of the outstanding shares (the “Shares”) of common stock, par value $0.01 per share, of Infocrossing, Inc. (the “Company”) for $18.70 per Share (or any higher price per Share that is paid in the Offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes.
	The Company is a Delaware corporation. The Offeror is a Delaware corporation and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”). The Parent formed the Offeror for the purpose of acquiring the Company.
	See Section 9 entitled “Certain Information Concerning the Offeror and the Parent” of this Offer to Purchase.
The Merger Agreement	The Offeror is making the Offer pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 6, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among the Parent, the Offeror and the Company.
	See Section 13 entitled “The Transaction Documents — Merger Agreement” of this Offer to Purchase.
Conditions to the Offer	The Offeror will not be required to accept for payment or, subject to any applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), including Rule 14e-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), relating to the obligation of the Offeror to pay for or return any Shares that are tendered in the Offer promptly after termination or withdrawal of the Offer), pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Shares if:
	• the Minimum Condition (as defined below) has not been satisfied;
	• any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has not expired or been earlier terminated or any other material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by the Parent have not been received (or have not been deemed to have been received by virtue of the expiration or termination of any applicable waiting period), either unconditionally or on terms reasonably satisfactory to the Parent; or
	• at any time after the date of the Merger Agreement and before the expiration of the Offer, any of the following events has occurred:
	• any of the representations and warranties of the Company set forth in the Merger Agreement are not true and correct

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(disregarding all qualifications or limitations as to “materiality” or “material adverse effect” or other similar qualifiers set forth therein) as of the date of the Merger Agreement and as of the Expiration Date (as defined below) as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which case as of such date), except where the failure of any such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a “Material Adverse Effect” (as defined below);

   • the Company has not performed in any material respect the obligations, or complied in any material respect with the agreements and covenants, required to be performed by, or complied with by, the Company under the Merger Agreement at or prior to the Expiration Date;

   • a Material Adverse Effect has occurred;

   • the Parent has not received a certificate, signed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company (solely in his or her capacity as an officer of the Company without personal liability), to the effect that the conditions set forth in the three preceding paragraphs have been satisfied as of the Expiration Date;

   • a federal, state, local or foreign law, statute, rule, regulation, executive order, decree, ruling, judgment, injunction, temporary restraining order, legal requirement or other order which is then in effect (whether temporary, preliminary or permanent) has been enacted, entered, promulgated or enforced by any governmental entity of competent jurisdiction which prohibits, restrains or enjoins (or would reasonably be expected to prohibit, restrain or enjoin) the consummation of the transactions contemplated by the Merger Agreement, including the Offer or the Merger; or

   • the Merger Agreement has been terminated in accordance with its terms.

The “Minimum Condition” is the condition that there has been validly tendered and not withdrawn prior to the scheduled expiration of the Offer (as it may be extended from time to time) a number of Shares that, together with all other Shares (if any) beneficially owned by the Parent and its controlled affiliates, including the Offeror, represents at least one Share more than a majority of the number of Shares then outstanding on a fully diluted basis (which means, as of any time, the number of Shares outstanding, together with all Shares (if any) that the Company would be required to issue pursuant to then-outstanding options, rights and convertible securities (if any) with an exercise price that is equal to or less than $18.70 per Share (or any higher price per Share that is paid in the Offer), but only to the extent then exercisable or exercisable within ninety (90) days following September 17, 2007 (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of the Merger Agreement, the “Expiration Date”), assuming that all conditions

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	to such exercisability would be satisfied within such ninety (90) day period).
	The foregoing conditions are for the benefit of the Parent and the Offeror and may, subject to the terms and conditions of the Merger Agreement, be waived by the Parent and the Offeror, in whole or in part, at any time and from time to time, prior to the Expiration Date, except that the Minimum Condition can only be waived with the prior written consent of the Company.
	The failure by the Parent and the Offeror at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.
	See Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase.
Material Adverse Effect	For purposes of the preceding conditions, the term “Material Adverse Effect” means any change, effect or circumstance that is or would reasonably be expected to (i) prevent or materially delay the Company from consummating the transactions contemplated by the Merger Agreement or (ii) be, individually or in the aggregate, materially adverse to the business, assets (including intangible assets), condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole, other than any change, effect or circumstance resulting from any of the following:
	• changes in general economic, financial market or geopolitical conditions; provided, however, that such changes or conditions do not have a disproportionate or unique effect on the Company;
	• general changes or developments in any of the industries in which the Company or its subsidiaries operate; provided, however, that such changes or developments do not have a disproportionate or unique effect on the Company;
	• the announcement of the Merger Agreement and the transactions contemplated thereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its subsidiaries due to the announcement and performance of the Merger Agreement or the identity of the parties to the Merger Agreement (but only to the extent that the Company can show that such impact was the direct result of the announcement of the Merger Agreement and the transactions contemplated thereby) or the performance of the Merger Agreement and the transactions contemplated thereby, including compliance with the covenants set forth therein;
	• changes in any applicable laws or regulations or applicable accounting regulations or principles or interpretations thereof;
	• any outbreak or escalation of hostilities or war or any act of terrorism; or
	• any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other

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	financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect).
	See Section 13 entitled “The Transaction Documents — Merger Agreement” of this Offer to Purchase.
Expiration of the Offer	The Offer expires on the Expiration Date, unless the Offeror extends the Offer.
	See Section 1 entitled “Terms of the Offer” of this Offer to Purchase.
Extensions of the Offer	In general, the Offeror may not extend or delay the Expiration Date without the prior written consent of the Company. However, notwithstanding the foregoing, the Offeror may, without receiving the written consent of the Company, extend the Offer and Expiration Date for any period required by the applicable rules and regulations of the SEC and the Nasdaq Global Market.
	In addition, so long as the Offer and the Merger Agreement have not been terminated pursuant to the terms thereof, if the conditions thereto have not been satisfied or waived as of any scheduled Expiration Date, the Offeror has agreed to extend the Offer and the Expiration Date at least ten (10) business days but no more than fifteen (15) business days after such previously scheduled Expiration Date; provided, however, that the Offeror will not be required to extend the Offer more than once after all the conditions to the Offer, other than the Minimum Condition, have been met.
	In addition, notwithstanding the foregoing, the Offeror’s obligations to extend the Offer will not impair the parties’ rights to terminate the Merger Agreement pursuant to the terms thereof.
	See Section 1 entitled “Terms of the Offer” of this Offer to Purchase.
Subsequent Offering Period(s)	If, on the date on which the Offeror accepts tendered Shares for payment (the “Acceptance Date”), the Parent has not acquired a sufficient number of Shares to enable a merger pursuant to Section 253 of the General Corporation Law of the State of Delaware (a “Short-Form Merger”), the Offeror may provide one or more “subsequent offering periods” for the Offer in accordance with Rule 14d-11 under the Exchange Act for a period that is not less than three (3) nor more than twenty (20) business days in the aggregate, as determined by the Parent.
	See Section 1 entitled “Terms of the Offer” of this Offer to Purchase.
Ability to Withdraw Tendered Shares	Shares that are tendered in the Offer may be withdrawn at any time prior to 11:59 p.m., New York City time, on September 17, 2007, and, unless accepted for payment pursuant to the Offer, may also be withdrawn at any time after October 16, 2007.

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	However, if the Offeror provides for a “subsequent offering period,” Shares that are tendered in the Offer may not be withdrawn during such subsequent offering period. In addition, any Shares that are tendered during the subsequent offering period may not be withdrawn.
	See Section 4 entitled “Withdrawal Rights” of this Offer to Purchase.
Certain Effects of the Offer; Deregistration	If the Offer is consummated but the Merger does not occur, the number of stockholders and the number of Shares of the Company that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares.
	In addition, the Offeror intends to and will cause the Company to apply for termination of registration of the Shares under the Exchange Act as soon after the completion of the Offer as the requirements for such delisting and termination are met.
	See Section 7 entitled “Effect of Offer on Listing, Market for Shares and SEC Registration” of this Offer to Purchase.
The Merger	If the Offer is consummated, the Offeror accepts and pays for all Shares that are tendered in the Offer and certain other conditions are satisfied, the Offeror will merge with and into the Company and all then-outstanding Shares (other than dissenting Shares, Shares held in treasury of the Company and Shares owned directly or indirectly by the Parent, the Offeror or any wholly-owned subsidiary of the Company) will be cancelled and converted into the right to receive $18.70 per Share (or any higher price per Share that is paid in the Offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes.
	If the Offeror holds ninety percent (90%) or more of the outstanding Shares following consummation of the Offer, the Parent intends to, and will cause the Offeror and the Company to, consummate the Merger using the Short-Form Merger procedures available under Delaware Law. Neither stockholder approval nor the approval of the Company’s Board of Directors (the “Company Board”) would be required to consummate a Short-Form Merger. Accordingly, if the Short-Form Merger procedures are available, the Parent, the Offeror and the Company will consummate the Merger shortly following the consummation of the Offer.
	If the Offeror does not acquire at least ninety percent (90%) of the outstanding Shares pursuant to the Offer, the Parent, the Offeror and the Company will not be permitted to consummate the Merger without the approval of the Company’s stockholders. Under these circumstances, the Company has agreed to call and convene a stockholder meeting as soon as reasonably practicable after the consummation of the Offer for the purpose of voting on the Merger, but this process could take significantly longer than the Short-Form Merger procedures described above. The Parent will be entitled to vote any Shares it holds on the record date for the Company stockholder meeting at which the Merger is voted upon.
Top-Up Option	The Company has irrevocably granted the Offeror an option (the “Top-Up Option”) to purchase up to the number of Shares

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	(the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to any other Shares directly or indirectly owned by the Parent or the Offeror at the time of such exercise, constitutes one thousand Shares more than ninety percent (90%) of the Shares outstanding immediately after such exercise, at a price per Share that is equal to the price paid for the Shares pursuant to the Offer.
	The obligation of the Company to deliver the Top-Up Option Shares is subject to the condition that no provision of any applicable law, rule or regulation will prohibit delivery of the Top-Up Option Shares.
	Notwithstanding the foregoing, in no event will the Top-Up Option be exercisable for a number of Shares in excess of the Company’s authorized but unissued Shares, less the number of such Shares reserved for issuance upon the exercise of the vested stock options, warrants and convertible securities outstanding immediately prior to the Expiration Date with an exercise price less than the price per Share paid in the Offer.
	The purpose of the Top-Up Option is to enable the Parent, the Offeror and the Company to consummate the Merger using the Short-Form Merger procedures available under Delaware Law.
	See Section 12 entitled “Purpose of the Offer; The Merger; Plans for the Company” of this Offer to Purchase.
Appraisal Rights	No appraisal rights will be available in connection with the Offer. If the Offer is consummated, however, appraisal rights will be available in connection with the Merger under Delaware law for those stockholders who do not tender Shares in the Offer.
	See Section 17 entitled “Appraisal Rights” of this Offer to Purchase.
Position of the Company Board of Directors	The Company Board recommends that the stockholders of the Company accept the Offer and tender their Shares into the Offer. At a meeting held on August 6, 2007, the Company Board (i) determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger Agreement, the Offer and the Merger, and (iii) resolved to recommend that the Company’s stockholders tender their Shares in the Offer.
	Accordingly, the Company Board recommends that the Company’s stockholders accept the Offer and tender their Shares into the Offer.
	See the “Introduction” to this Offer to Purchase.

See Section 1 entitled “Terms of the Offer” and Section 13 entitled “The Transaction Documents” of this Offer to Purchase for a more complete description of the Offer and the Merger.

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QUESTIONS AND ANSWERS

Roxy Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India, is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Infocrossing, Inc., a Delaware corporation, for $18.70 per Share (or any higher price per Share that is paid in the tender offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 6, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among Wipro Limited, Roxy Acquisition Corp. and Infocrossing, Inc. The following are some of the questions you may have as a stockholder of Infocrossing, Inc. in connection with the proposed tender offer and the answers to those questions. You are urged to read carefully the remainder of this Offer to Purchase and the enclosed Letter of Transmittal because the information provided below is not complete. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal.

Who is offering to buy my Shares?

Roxy Acquisition Corp. is offering to buy your Shares. Roxy Acquisition Corp. is a Delaware corporation and indirect wholly-owned subsidiary of Wipro Limited, which is a corporation organized under the laws of India. Wipro Limited formed Roxy Acquisition Corp. for the sole purpose of acquiring Infocrossing, Inc., and, accordingly, Roxy Acquisition Corp. has not carried on any activities other than in connection with the acquisition of Infocrossing, Inc.

Unless the context indicates otherwise, in this Offer to Purchase we use the terms the “Offeror,” “us,” “we” and “our” to refer to Roxy Acquisition Corp. and, where appropriate, the Parent. We use the term the “Parent” to refer to the Wipro Limited alone and the term the “Company” to refer to Infocrossing, Inc.

See the “Introduction” and Section 9 entitled “Certain Information Concerning the Offeror and the Parent” of this Offer to Purchase.

How many Shares are you offering to buy?

The Offeror is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company on the terms and subject to the conditions set forth in this Offer to Purchase. Unless the context otherwise requires, in this Offer to Purchase we use the term “Offer” to refer to this offer and the term “Shares” to refer to shares of Company common stock that are the subject of the Offer.

See the “Introduction” and Section 1 entitled “Terms of the Offer” of this Offer to Purchase.

How much are you offering to pay for my Shares?

The Offeror is offering to pay you $18.70 per Share (or any higher price per Share that is paid in the Offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes.

Will I have to pay any fees or commissions if I tender my Shares?

If you hold your Shares directly as the registered owner and you tender your Shares in the Offer, you will not have to pay brokerage fees or similar expenses.

If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and the holder of your Shares tenders them on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee for doing so. You should consult the broker, dealer, commercial bank, trust company or other nominee that holds your Shares to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase.

Do you have the financial resources to pay for the Shares?

Yes. We estimate that we will need approximately $580,000,000, net of existing cash, to purchase all of the Shares pursuant to the Offer and to pay all related fees and expenses. As of August 15, 2007, the Parent and its direct

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and indirect subsidiaries had cash and cash equivalents and short-term investments in the amount of approximately $700,000,000. The Offeror will have sufficient cash on hand at the expiration of the Offer on September 17, 2007 (the “Expiration Date”) to pay the offer price for all Shares that are tendered in the Offer because the Parent will contribute or otherwise advance funds to the Offeror to enable the Offeror to pay for the Shares that are tendered in the Offer. The Offer is not conditioned upon any financing arrangements.

See Section 10 entitled “Source and Amount of Funds” of this Offer to Purchase.

Is your financial condition relevant to my decision to tender my Shares?

No. We do not believe our financial condition is relevant to your decision to tender your Shares in the Offer because:

•  the Offer is being made for all outstanding Shares solely for cash;

•  the Offer is not subject to any financing condition; and

•  if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the merger that, pursuant to the terms and conditions of the Merger Agreement, will follow the Offer (the “Merger”).

Does the Company’s Board of Directors recommend that I tender my Shares?

The Board of Directors of the Company (the “Company Board”) unanimously:

•  determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and its stockholders;

•  approved the Merger Agreement, the Offer and the Merger; and

•  resolved to recommend that the Company’s stockholders tender their Shares in the Offer.

Accordingly, the Company Board recommends that the Company’s stockholders accept the Offer and tender their Shares in the Offer.

See the “Introduction” to this Offer to Purchase.

Is there a deadline for tendering my Shares?

You will have until 11:59 p.m., New York City time, on Monday, September 17, 2007, to tender your Shares in the Offer, unless we extend the Offer.

If you cannot deliver everything that is required to validly tender your Shares by that time, you may be able to use a guaranteed delivery procedure to tender your Shares. The procedures for tendering your Shares by guaranteed delivery are described later in this Offer to Purchase.

See Section 1 entitled “Terms of the Offer” and Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase.

Under what circumstances would you extend the Offer?

We will extend the Offer beyond Monday, September 17, 2007:

•  for successive periods of at least ten (10) business days but no more than fifteen (15) business days if any of the conditions to the Offer have not been satisfied or waived as of any then-scheduled expiration date of the Offer in order to permit the satisfaction of the conditions to the Offer; provided, however, that we will not be required to extend the Offer more than once after all the conditions to the Offer, other than the Minimum Condition, have been met; or

•  for any period required by the applicable rules and regulations of the Securities Exchange Commission (the “SEC”) and the Nasdaq Global Market.

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In addition, notwithstanding the foregoing, the Offeror’s obligations to extend the Offer will not impair the parties’ rights to terminate the Merger Agreement and abandon the Offer pursuant to the terms of the Merger Agreement.

The Offeror also may provide for one or more “subsequent offering periods” of between three (3) and twenty (20) business days following the consummation of the Offer.

See Section 1 entitled “Terms of the Offer” of this Offer to Purchase for more details on our ability to extend the Offer.

How will I be notified if you extend the Offer?

If we extend the Offer, we will inform Continental Stock Transfer & Trust Company, the depositary for the Offer (the “Depositary”), of that fact and will make a public announcement of the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire.

See Section 1 entitled “Terms of the Offer” of this Offer to Purchase.

What are the most significant conditions to the Offer?

The Offeror will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), relating to the obligation of the Offeror to pay for or return any Shares that are tendered in the Offer promptly after termination or withdrawal of the Offer), pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Shares if:

•  the Minimum Condition (as defined below) has not been satisfied;

•  any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has not expired or been earlier terminated or any other material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by the Parent have not been received (or have not been deemed to have been received by virtue of the expiration or termination of any applicable waiting period), either unconditionally or on terms reasonably satisfactory to the Parent; or

•  at any time after the date of the Merger Agreement and before the expiration of the Offer, any of the following events has occurred:

•  any of the representations and warranties of the Company set forth in the Merger Agreement are not true and correct (disregarding all qualifications or limitations as to “materiality” or “material adverse effect” or other similar qualifiers set forth therein) as of the date of the Merger Agreement and as of the Expiration Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which case as of such date), except where the failure of any such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a “Material Adverse Effect” (as defined below);

•  the Company has not performed in any material respect the obligations, or complied in any material respect with the agreements and covenants, required to be performed by, or complied with by, the Company under the Merger Agreement at or prior to the Expiration Date (as defined below);

•  a Material Adverse Effect has occurred;

•  the Parent has not received a certificate, signed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company (solely in his or her capacity as an officer of the Company without personal liability), to the effect that the conditions set forth in the three preceding paragraphs have been satisfied as of the Expiration Date;

•  a federal, state, local or foreign law, statute, rule, regulation, executive order, decree, ruling, judgment, injunction, temporary restraining order, legal requirement or other order which is then in effect (whether temporary, preliminary or permanent) has been enacted, entered, promulgated or enforced by

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any governmental entity of competent jurisdiction which prohibits, restrains or enjoins (or would reasonably be expected to prohibit, restrain or enjoin) the consummation of the transactions contemplated by the Merger Agreement, including the Offer or the Merger; or

•  the Merger Agreement has been terminated in accordance with its terms.

The “Minimum Condition” is the condition that there has been validly tendered and not withdrawn prior to the scheduled expiration of the Offer (as it may be extended from time to time) a number of Shares that, together with all other Shares (if any) beneficially owned by the Parent and its controlled affiliates, including the Offeror, represents at least one Share more than a majority of the number of Shares then outstanding on a fully diluted basis (which means, as of any time, the number of Shares outstanding, together with all Shares (if any) that the Company would be required to issue pursuant to then-outstanding options, rights and convertible securities (if any) with an exercise price that is equal to or less than $18.70 per Share (or any higher price per Share that is paid in the Offer), but only to the extent then exercisable or exercisable within ninety (90) days following the Expiration Date, assuming that all conditions to such exercisability would be satisfied within such ninety (90) day period).

The foregoing conditions are for the benefit of the Parent and the Offeror and may, subject to the terms and conditions of the Merger Agreement, be waived by the Parent and the Offeror, in whole or in part, at any time and from time to time, prior to the Expiration Date, except that the Minimum Condition can only be waived with the prior written consent of the Company.

The failure by the Parent and the Offeror at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.

See Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase.

For purposes of the preceding conditions, the term “Material Adverse Effect” means any change, effect or circumstance that is or would reasonably be expected to (i) prevent or materially delay the Company from consummating the transactions contemplated by the Merger Agreement or (ii) be, individually or in the aggregate, materially adverse to the business, assets (including intangible assets), condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole, other than any change, effect or circumstance resulting from any of the following:

•  changes in general economic, financial market or geopolitical conditions; provided, however, that such changes or conditions do not have a disproportionate or unique effect on the Company;

•  general changes or developments in any of the industries in which the Company or its subsidiaries operate; provided, however, that such changes or developments do not have a disproportionate or unique effect on the Company;

•  the announcement of the Merger Agreement and the transactions contemplated thereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its subsidiaries due to the announcement and performance of the Merger Agreement or the identity of the parties to the Merger Agreement (but only to the extent that the Company can show that such impact was the direct result of the announcement of the Merger Agreement and the transactions contemplated thereby) or the performance of the Merger Agreement and the transactions contemplated thereby, including compliance with the covenants set forth therein;

•  changes in any applicable laws or regulations or applicable accounting regulations or principles or interpretations thereof;

•  any outbreak or escalation of hostilities or war or any act of terrorism; or

•  any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being

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understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect).

See Section 13 entitled “The Transaction Document — Merger Agreement” of this Offer to Purchase.

How do I tender my Shares?

If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary, not later than the date and time the Offer expires. The Letter of Transmittal is enclosed with this Offer to Purchase.

If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, the broker, dealer, commercial bank, trust company or other nominee that holds your Shares can tender your Shares on your behalf, and may be able to tender your Shares through the Depositary. You should contact the broker, dealer, commercial bank, trust company or other nominee that holds your Shares for more details.

If you are unable to deliver any documents or instruments that are required to tender your Shares to the Depositary for the Offer by the Expiration Date, you may gain some extra time by having a broker, a bank or another fiduciary that is an eligible institution guarantee that the missing items will be received by the Depositary for the Offer using the enclosed Notice of Guaranteed Delivery. To validly tender Shares in this manner, however, the Depositary for the Offer must receive the missing items within the time period specified in the notice.

See Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase.

May I withdraw previously tendered Shares?

You may withdraw any previously tendered Shares at any time prior to 11:59 p.m., New York City time, on Monday, September 17, 2007 or such later date as the Offer may be extended, and, unless accepted for payment pursuant to the Offer, you may also withdraw any previously tendered Shares at any time after Tuesday, October 16, 2007.

If we provide for a “subsequent offering period,” however, you will not be able to withdraw any Shares that you previously tendered in the Offer or any of the Shares that you tender during the subsequent offering period.

See Section 4 entitled “Withdrawal Rights” of this Offer to Purchase.

How do I withdraw previously tendered Shares?

To withdraw Shares that you previously tendered in the Offer, you must deliver a written notice of withdrawal, or a manually signed facsimile of one, with the required information to the Depositary, while you still have the right to withdraw the Shares.

If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee that tendered your Shares to arrange for the withdrawal of your Shares.

See Section 4 entitled “Withdrawal Rights” of this Offer to Purchase.

If I decide not to tender my Shares, what will happen to my Shares?

If the Offer is consummated and certain other conditions are satisfied, the Offeror will merge with and into the Company and all then-outstanding Shares (other than dissenting Shares, Shares held in treasury of the Company and Shares owned directly or indirectly by the Parent, the Offeror or any wholly-owned subsidiary of the Company) will be cancelled and converted into the right to receive $18.70 per Share (or any higher price per Share that is paid in the Offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes.

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If the Merger is consummated, Company stockholders who do not tender their Shares in the Offer will receive the same amount of cash per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the Offer and the Merger are consummated, the only differences to you between tendering your Shares and not tendering your Shares in the Offer are that you will be paid earlier if you tender your Shares in the Offer and appraisal rights will not be available to you if you tender Shares in the Offer but will be available to you in the Merger. See Section 17 entitled “Appraisal Rights” of this Offer to Purchase. However, if the Offer is consummated but the Merger is not consummated, the number of Company stockholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, as described below, the Company may cease making filings with the SEC or otherwise may not be required to comply with the rules relating to publicly held companies.

See the “Introduction” and Section 7 entitled “Effect of Offer on Listing, Market for Shares and SEC Registration” of this Offer to Purchase.

If the Offer is consummated, will the Company remain a public company?

No. Following the consummation of the Offer, we will complete the Merger if and when the conditions to the Merger are satisfied. If the Merger is consummated, the Company no longer will be publicly owned. Even if the Merger is not consummated, following the consummation of the Offer:

•  there may not be a public trading market for the Shares; and

•  the Company may cease making filings with the SEC or otherwise cease being required to comply with the rules relating to publicly held companies because we intend to and will cause the Company to apply for termination of registration of the Shares under the Exchange Act as soon after the completion of the Offer as the requirements for such delisting and termination are met.

See Section 7 entitled “Effect of Offer on Listing, Market for Shares and SEC Registration” of this Offer to Purchase.

Will I have appraisal rights in connection with the Offer?

No appraisal rights will be available to you in connection with the Offer. However, stockholders will be entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer.

See Section 17 entitled “Appraisal Rights” of this Offer to Purchase.

What is the market value of my Shares as of a recent date?

On August 3, 2007, the last full day of trading before the public announcement of the Merger Agreement, the last sale price of the Company common stock reported was $17.73 per share. On August 16, 2007, the last full day of trading before the commencement of the Offer, the reported closing price of the Company’s Shares was $18.06 per share. We encourage you to obtain a recent quotation for shares of the Company common stock in deciding whether to tender your Shares.

See Section 6 entitled “Price Range of Shares; Dividends on the Shares” of this Offer to Purchase.

What will happen to my Company Option in the Offer and the Merger?

Immediately prior to the time at which the Merger becomes effective (the “Effective Time”), the Company will cancel each vested and unvested option to purchase Shares (each a “Company Option”) that was granted pursuant to a Company option plan and is issued and outstanding as of the Effective Time. Upon cancellation, you will be entitled to receive from the Company or the Offeror an amount in cash equal to the product of (i) the number of Shares previously subject to such Company Option and (ii) the excess, if any, of $18.70 (or any higher price per Share that is paid in the Offer) over the exercise price per Share previously subject to such Company Option, less any required withholding taxes.

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What will happen to my Company Warrant in the Offer and Merger?

Each warrant to purchase Shares (each a “Company Warrant”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a sum of cash equal to the product of (i) the number of Shares subject to such Company Warrant immediately prior to the Effective Time, multiplied by (ii) (x) $18.70 per Share (or any higher price per Share that is paid in the Offer), minus (y) the per share exercise price of the Company Warrant, without interest.

What are the material United States federal income tax consequences of tendering Shares?

The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes.

In general, a stockholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the stockholder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. If the Shares sold or exchanged constitute capital assets in the hands of the stockholder, such gain or loss will be capital gain or loss. In general, capital gains recognized by an individual will be subject to a maximum United States federal income tax rate of fifteen percent (15%) if the Shares were held for more than one year, and if held for one year or less such capital gains will be subject to tax at ordinary income tax rates.

See Section 5 entitled “Material United States Federal Income Tax Consequences” of this Offer to Purchase.

We recommend that you consult your own tax advisors as to the particular tax consequences to you of the Offer and the Merger, including the effect of United States, federal, state and local tax laws or foreign tax laws.

Whom should I call if I have questions about the Offer?

You may call MacKenzie Partners, Inc., the information agent for the Offer, at (800) 322-2885, or Citigroup Global Markets Inc., the dealer manager for the Offer, at (866) 802-6608. See the back cover of this Offer to Purchase for further information on how to obtain answers to your questions.

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To the Holders of Common Stock of Infocrossing, Inc.:

INTRODUCTION

Roxy Acquisition Corp., a Delaware corporation (the “Offeror”) and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”), hereby offers to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), at a purchase price of $18.70 per Share (or any higher price per Share that is paid in the Offer) in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the “Offer”).

The Offer is being made pursuant to that certain Agreement and Plan of Merger, dated as of August 6, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among the Parent, the Offeror and the Company. The Offeror is a corporation newly formed by the Parent in connection with the acquisition of the Company. The Merger Agreement provides, among other things, for the making of the Offer by the Offeror and further provides that, upon the terms and subject to certain conditions of the Merger Agreement, the Offeror will be merged with and into the Company (the “Merger”), and the Company will continue as the surviving corporation (the “Surviving Corporation”) and be an indirect wholly-owned subsidiary of the Parent. The Merger is subject to a number of conditions, including the approval and adoption of the Merger Agreement by stockholders of the Company, if such approval is required by applicable law. See Section 12 entitled “Purpose of the Offer; The Merger; Plans for the Company” of this Offer to Purchase. In the Merger, each outstanding Share (other than Shares held in the treasury of the Company or owned directly or indirectly by the Parent, the Offeror or any wholly-owned subsidiary of the Company, each of which will be automatically cancelled and retired) will be automatically cancelled and extinguished and, other than Shares with respect to which appraisal rights are properly exercised, will be converted into a right to receive $18.70 per Share (or any higher price per Share that is paid in the Offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes (the “Offer Price”). The Merger Agreement is more fully described in Section 13 entitled “The Transaction Documents” of this Offer to Purchase, which also contains a discussion of the treatment of stock options.

Tendering stockholders who are record holders of their Shares and tender directly to Continental Stock Transfer & Trust Company (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Offeror pursuant to the Offer. Stockholders who hold their Shares through a broker or bank should consult such institution as to whether it charges any service fees. The Offeror will pay all charges and expenses of the Depositary, MacKenzie Partners, Inc. (the “Information Agent”) and Citigroup Global Markets Inc. (the “Dealer Manager”) for their respective services in connection with the Offer and the Merger. See Section 18 entitled “Fees and Expenses” of this Offer to Purchase.

The Board of Directors of the Company (the “Company Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and has determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger) are advisable, fair to and in the best interests of the stockholders of the Company. Accordingly, the Company Board recommends that you accept the Offer and tender your Shares to the Offeror pursuant to the Offer.

The Company has advised the Parent that, on August 6, 2007, the Company Board received the opinion of Credit Suisse Securities (USA) LLC (“Credit Suisse”), the Company’s exclusive financial advisor, to the effect that, as of August 6, 2007 and based upon and subject to, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken by Credit Suisse, the $18.70 per Share cash consideration to be received by the holders of Shares in the Offer and the Merger was fair, from a financial point of view, to such holders. The full text of Credit Suisse’s written opinion, dated August 6, 2007, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken by Credit Suisse in rendering its opinion, will be attached as an exhibit to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the “Schedule 14D-9”) to be filed with the Securities and Exchange Commission

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(the “SEC”) and which will be mailed to the Company’s stockholders. Holders of Shares are urged to read the opinion carefully and in its entirety.

The opinion was provided to the Company Board for its information in connection with its evaluation of the $18.70 per Share cash consideration to be received by holders of Shares in the Offer and the Merger, relates only to the fairness, from a financial point of view, of such cash consideration, and does not address any other aspect of the Offer or the Merger. The opinion also does not address the relative merits of the Offer and the Merger as compared to alternative transactions or strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Offer and the Merger. The opinion is not intended to, and does not constitute a recommendation to any stockholder as to whether or not such stockholder should tender Shares in the Offer or as to how such stockholder should vote or act on any matter relating to the Offer or the Merger.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition (as defined below). See Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase for a description of all of the conditions to the Offer, including the Minimum Condition.

The Company has represented that as of as of August 15, 2007, 22,551,194 Shares were issued and outstanding, an aggregate of 3,444,757 Shares were subject to or otherwise deliverable in connection with the exercise of outstanding options (each a “Company Option”), 931,134 Shares were reserved for issuance upon the exercise of warrants (each a “Company Warrant”), and 5,673,759 Shares were reserved for issuance upon the conversion of the Company’s outstanding 4.0% Convertible Senior Notes due July 15, 2024. The Company has informed the Parent that as of August 15, 2007, 3,433,731 Shares subject to Company Options have an exercise price that is equal to or less than $18.70 per Share and 931,134 Shares subject to Company Warrants have an exercise price that is equal to or less than $18.70 per Share. Neither the Parent nor the Offeror currently beneficially owns any Shares except insofar as the Tender and Voting Agreements described in Section 13 entitled “The Transaction Documents — Tender and Voting Agreements” of this Offer to Purchase may be deemed to constitute beneficial ownership. The Parent and the Offeror each disclaims such beneficial ownership. Based on the foregoing, the Offeror believes that approximately 16,294,911 Shares must be validly tendered and not withdrawn prior to the expiration of the Offer in order for the Minimum Condition to be satisfied, assuming no additional Share issuances by the Company. Two of the Company’s executive officers, owning in the aggregate approximately 6.41% of the Company’s issued and outstanding Shares as of August 10, 2007, already have agreed to tender their Shares into the Offer pursuant to the Tender and Voting Agreements. See Section 1 entitled “Terms of the Offer” of this Offer to Purchase.

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read before any decision is made with respect to the Offer.

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THE TENDER OFFER

1.   Terms of the Offer.

Upon the terms and subject to the conditions set forth in the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), the Offeror will accept for payment and pay for all Shares validly tendered prior to the Expiration Date and not theretofore withdrawn in accordance with Section 4 entitled “Withdrawal Rights” of this Offer to Purchase. The term “Expiration Date” means 11:59 p.m., New York City time, on Monday, September 17, 2007, unless the Offeror has extended the period of time for which the Offer is open, in which event the term “Expiration Date” will mean the latest time and date at which the Offer, as so extended by the Offeror, will expire.

If the conditions to the Offer have not been satisfied or waived as of any scheduled Expiration Date, the Offeror will extend the Offer and the Expiration Date to a date that is at least ten (10) business days but no more than fifteen (15) business days after such previously scheduled Expiration Date, provided that the Offeror will not be required to extend the Expiration Date more than once after all the conditions to the Offer, other than the Minimum Condition, have been met.

The Offeror’s ability and obligation to extend the Offer is subject to the parties’ right to terminate the Merger Agreement if the Offer and Merger are not consummated by February 6, 2008, and the parties’ rights otherwise to terminate the Merger Agreement and Offer pursuant to the terms of the Merger Agreement.

If, on the date on which the Offeror accepts tendered Shares for payment (the “Acceptance Date”), the Parent has not acquired a sufficient number of Shares that, together with the Top-Up Option Shares (as defined below). would enable a merger pursuant to Section 253 of the General Corporation Law of the State of Delaware (a “Short-Form Merger”), the Offeror may provide one or more “subsequent offering periods” for the Offer in accordance with Rule 14d-11 under the Exchange Act for a period that is not less than three (3) nor more than twenty (20) business days in the aggregate, as determined by the Parent.

The Offeror has also agreed in the Merger Agreement that, without the prior written consent of the Company, it will not (i) decrease the price per Share paid in the Offer (the “Offer Price”), (ii) change the form of consideration to be paid in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend or waive satisfaction of the Minimum Condition, (v) impose additional conditions to the Offer, (vi) modify or amend the conditions to the Offer set forth in Annex I of the Merger Agreement (other than to waive any condition other than the Minimum Condition), or (vii) modify or amend any other term of the Offer in a manner adverse to the holders of the Shares or which would reasonably be expected to prevent, materially delay or materially impede the consummation of the Offer and the transactions contemplated by the Merger Agreement.

The Offer is conditioned upon satisfaction of the Minimum Condition. The Offer also is subject to other terms and conditions. See Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase. The Offeror believes the minimum number of Shares that must be tendered in order to achieve the Minimum Condition is approximately 16,294,911.

Subject to the applicable rules and regulations of the SEC, the Offeror expressly reserves the right, in its sole discretion, to delay acceptance for payment of any Shares (or delay payment for any Shares, regardless of whether such Shares were theretofore accepted for payment) pending the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the receipt of any material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by the Parent, and, subject to the limitations set forth in the Merger Agreement, not to accept for payment or pay for any Shares not theretofore accepted for payment or paid for upon the failure of any of the offer conditions, by giving oral or written notice of such delay or termination to the Depositary. The Offeror’s right to delay payment for any Shares or not to pay for any Shares theretofore accepted for payment is subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the Offeror’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer.

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Except as set forth above, and subject to the applicable rules and regulations of the SEC, the Offeror expressly reserves the right to waive any condition to the Offer (other than the Minimum Condition) or increase the Offer Price. Any extension of the period during which the Offer is open, or delay in acceptance for payment or payment, termination or amendment of the Offer, will be followed as promptly as practicable by a public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rule 14d-4(c) under the Exchange Act. Without limiting the obligation of the Offeror under such rule or the manner in which the Offeror may choose to make any public announcement, the Offeror currently intends to make announcements by issuing a press release and making any appropriate filing with the SEC.

If the Offeror makes a material change in the terms of the Offer or the information concerning the Offer or if it waives a material condition of the Offer, the Offeror will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(c), 14d-6(c) and 14(e)-1 under the Exchange Act (which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) or otherwise. The minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum of ten (10) business days is generally required to allow for adequate dissemination to stockholders and investor response. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time.

The Company has provided the Offeror with the Company’s list of stockholders and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase, the Letter of Transmittal and other relevant materials will be mailed to record holders of the Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the list of stockholders or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2.   Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Offeror will purchase, by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date (and not withdrawn) promptly after the Expiration Date. Subject to compliance with Rule 14e-1(c) under the Exchange Act, the Offeror expressly reserves the right to delay payment for Shares pending the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of any material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by the Parent. See Section 1 entitled “Terms of the Offer” and Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares or timely confirmation (a “Book-Entry Confirmation”) of a book-entry transfer of such Shares into the Depositary’s account at the Depositary Trust Company (“DTC”), pursuant to the procedures set forth in Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase, (ii) a properly completed and duly executed Letter of Transmittal with all required signature guarantees (unless, in the case of a book-entry transfer, an Agent’s Message (as defined below) is utilized), and (iii) any other documents required by the Letter of Transmittal.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Offeror may enforce such agreement against the participant.

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For purposes of the Offer, the Offeror will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn, if and when the Offeror gives oral or written notice to the Depositary of the Offeror’s acceptance of such Shares for payment. In all cases, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Offeror and transmitting such payment to tendering stockholders. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or the Offeror is unable to accept for payment Shares tendered pursuant to the Offer, then, without prejudice to the Offeror’s rights under Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase, the Depositary, nevertheless, on behalf of the Offeror, may retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 4 entitled “Withdrawal Rights” of this Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act.

Under no circumstances will interest be paid on the purchase price for Shares by the Offeror by reason of any delay in making such payment.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer to DTC, such Shares will be credited to an account maintained within DTC), promptly after the expiration, termination or withdrawal of the Offer.

If, prior to the Expiration Date, the Offeror increases the consideration offered to stockholders pursuant to the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased pursuant to the Offer.

3.   Procedure for Tendering Shares.

Valid Tenders.  For Shares to be validly tendered pursuant to the Offer, a properly completed and duly executed Letter of Transmittal, with any required signature guarantees and any other required documents, or an Agent’s Message in the case of a book-entry delivery, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. In addition, either (i) certificates representing such Shares must be received by the Depositary or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below, and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedure set forth below. No alternative, conditional or contingent tenders will be accepted. Delivery of documents to DTC does not constitute delivery to the Depositary.

Book-Entry Transfer.  The Depositary will make a request to establish an account with respect to the Shares at DTC for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the DTC’s system may make book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with the DTC’s procedures for transfer. Although delivery of Shares may be effected through book-entry at DTC, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other required documents, or an Agent’s Message in the case of a book-entry delivery, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

Signature Guarantee.  Except as otherwise provided below, all signatures on the Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “Eligible Guarantor Institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on the Letter of Transmittal need not be guaranteed (i) if the Letter of Transmittal is signed by the registered holder or holders of the Shares (which includes any participant in

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the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the Shares) tendered and such holder or holders have not completed the box entitled “Special Payment Instructions” on the Letter of Transmittal, or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal.

Guaranteed Delivery.  If a stockholder desires to tender Shares pursuant to the Offer and such stockholder’s certificates for Shares are not immediately available or time will not permit all required documents to reach the Depositary prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares nevertheless may be tendered if such tender complies with all of the following guaranteed delivery procedures:

(i) the tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Offeror herewith, is received by the Depositary, as provided below, prior to the Expiration Date; and

(iii) the certificates representing all tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to all tendered Shares, together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees and any other documents required by the Letter of Transmittal, are received by the Depositary within three (3) trading days after the date of such Notice of Guaranteed Delivery. If certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

The method of delivery of certificates representing Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and sole risk of the tendering stockholder and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) certificates for the Shares (or a Book-Entry Confirmation), and (ii) a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal (or, as applicable, an Agent’s Message).

Backup United States Federal Income Tax Withholding.  Stockholders may be subject to backup withholding with respect to payment of the purchase price of Shares purchased pursuant to the Offer unless each stockholder provides the Depositary with its correct taxpayer identification number and certifies that it is not subject to backup United States federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal or by otherwise certifying such stockholder’s exemption from backup withholding. Certain stockholders (including, among others, certain foreign individuals and entities) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding. See Instruction 8 set forth in the Letter of Transmittal.

Determinations of Validity.  All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Offeror, in its sole discretion, and its determination will be final and binding on all parties, subject to the tendering stockholder’s right to bring any dispute with respect thereto before a court of competent jurisdiction. The Offeror reserves the absolute right to reject any or all tenders of any Shares that it determines are not in proper form or the acceptance of or payment for which may, in the opinion of the Offeror, be unlawful. The Offeror also reserves the absolute right to waive any of the conditions of the Offer (other than as prohibited by the Merger Agreement, as described in

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Section 1 entitled “Terms of the Offer” of this Offer to Purchase) or any defect or irregularity in the tender of any Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Parent, the Offeror, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Other Requirements.  By executing the Letter of Transmittal as set forth above, a tendering stockholder irrevocably appoints designees of the Offeror as the attorneys-in-fact and proxies of such stockholder, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by the Offeror (and any and all other Shares or other securities issued or issuable in respect of such Shares on or after August 6, 2007), including, without limitation, the right to vote such Shares in such manner as such attorney and proxy or his substitute, in his sole discretion, deems proper. All such powers of attorney and proxies will be considered coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Offeror accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to such Shares will be revoked, without further action, and no subsequent powers of attorney and proxies may be given (and, if given, will be deemed ineffective). The designees of the Offeror will, with respect to the Shares for which such appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they in their sole judgment deem proper. The Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the acceptance for payment of such Shares, the Offeror or its designees must be able to exercise full voting rights with respect to such Shares.

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer. The Offeror’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and the Offeror upon the terms and subject to the conditions of the Offer.

4.   Withdrawal Rights.

Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, also may be withdrawn at any time after October 16, 2007; provided, however, that there will be no withdrawal rights during any Subsequent Offering Period. If all conditions to the Offer have been met or waived, the Offeror must pay for all Shares tendered and immediately accept and pay for all Shares tendered and not withdrawn prior to the Expiration Date, and any Shares tendered during any “subsequent offering period” pursuant to Rule 14d-11 under the Exchange Act. If purchase of or payment for Shares is delayed for any reason or if the Offeror is unable to purchase or pay for Shares for any reason, then, without prejudice to the Offeror’s rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Offeror and may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer will fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the certificates representing such Shares are registered, if different from that of the person who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase, any notice of withdrawal also must specify the name and number of the account at DTC to be credited with the withdrawn Shares.

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All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Offeror, in its sole discretion, and its determination will be final and binding on all parties. None of the Parent, the Offeror, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer but may be returned at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase.

5.   Material United States Federal Income Tax Consequences.

The following is a summary of the material United States federal income tax consequences of the Offer and the Merger to holders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of appraisal rights). The discussion applies only to holders that hold their Shares as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to holders of Shares who are in special tax situations (such as insurance companies, tax-exempt organizations or non-U.S. persons), or to persons holding Shares as part of a “straddle,” “hedge,” “conversion transaction,” constructive sale or other integrated transaction, or whose functional currency is not the U.S. dollar. This discussion does not address any aspect of state, local or foreign taxation.

The material United States federal income tax consequences set forth below are based on the Code and the applicable Treasury Regulations, rulings, administrative pronouncements and decisions as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effects. Because individual circumstances may differ, each holder of Shares should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such stockholder and the particular tax effects of the Offer and the Merger to such stockholder, including the application and effect of state, local and other tax laws.

The receipt of cash for Shares pursuant to the Offer or the Merger (including pursuant to the exercise of appraisal rights) will be a taxable transaction for United States federal income tax purposes. In general, for United States federal income tax purposes, a holder of Shares will recognize gain or loss equal to the difference between the holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted to cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted to cash in the Merger. Such gain or loss will be capital gain or loss (other than, with respect to the exercise of appraisal rights, amounts, if any, which are or are deemed to be interest for federal income tax purposes and will be taxed as ordinary income) and will be long-term gain or loss if, on the date of sale (or, if applicable, the date of the Merger), the Shares were held for more than one year. In general, capital gains recognized by an individual will be subject to a maximum United States federal income tax rate of fifteen percent (15%) if the Shares were held for more than one year, and ordinary income tax rates if held for one year or less. Net capital losses may be subject to limits on deductibility.

Payments in connection with the Offer or the Merger may be subject to “backup withholding” at a twenty-eight percent (28%) rate. See Section 3 entitled “Procedure for Tendering Shares” of this Offer to Purchase. Backup withholding generally applies if the stockholder (i) fails to furnish its social security number or other taxpayer identification number (“TIN”), (ii) furnishes an incorrect TIN, or (iii) fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is its correct number and that the stockholder is not subject to backup withholding. Backup withholding is not an additional tax and may be refunded by the IRS to the extent it results in an overpayment of tax. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Certain stockholders (including, among others, certain foreign individuals and entities) are not subject to backup withholding. Each stockholder should consult with such holder’s own tax advisor as to such holder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering stockholders may be able to prevent backup withholding by completing the Substitute

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Form W-9 included in the Letter of Transmittal. Tendering stockholders who are not U.S. citizens or U.S. resident aliens should complete the Form W-8BEN included in the Letter of Transmittal in order to avoid backup withholding.

6.   Price Range of Shares; Dividends on the Shares.

The Shares currently trade on the Nasdaq Global Market under the symbol “IFOX.” The following table sets forth the high and low closing sales prices per Share for the periods indicated, as reported in published financial sources.

	High		Low
Year Ended December 31, 2005:
First Quarter	$	19.30	$	14.84
Second Quarter		16.95		10.18
Third Quarter		12.75		8.48
Fourth Quarter		9.29		6.60
Year Ended December 31, 2006:
First Quarter	$	12.70	$	8.90
Second Quarter		13.03		10.33
Third Quarter		13.41		10.74
Fourth Quarter		16.47		11.74
Year Ending December 31, 2007:
First Quarter	$	17.71	$	13.66
Second Quarter		18.47		14.92
Third Quarter (through August 16, 2007)		18.39		16.92

On August 3, 2007, the last full day of trading before the public announcement by the Company of its execution of an agreement with the Parent and the Offeror to acquire the Company at a price of $18.70 per share, the last reported sale price of the Company’s common stock was $17.73 per share. On August 16, 2007, the last full day of trading before the commencement of the Offer, the reported closing price of the Company’s common stock was $18.06 per share. Stockholders are urged to obtain current market quotations for the Shares and to review all information received by them from the Company, including the materials referred to in Section 8 entitled “Certain Information Concerning the Company” of this Offer to Purchase.

The Company has not paid dividends to holders of the Shares since the Company’s inception. Certain provisions of a credit agreement to which the Company is a party do not permit the Company to pay cash dividends on the Company’s common stock.

7.   Effect of Offer on Listing, Market for Shares and SEC Registration.

The purchase of the Shares by the Offeror pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and may reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares, if any, held by stockholders other than the Offeror.

If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the standards for continuing inclusion in Nasdaq, the market for the Shares could be adversely affected. According to Nasdaq’s published guidelines, the Shares would not meet the criteria for continued inclusion in Nasdaq if, among other things, the number of publicly held Shares were less than 750,000, the aggregate market value of the publicly held Shares were less than $5,000,000 or there were fewer than two market makers for the Shares. If, as a result of the purchase of the Shares pursuant to the Offer, the Shares no longer meet these standards, the quotations on Nasdaq will be discontinued. In the event the Shares are no longer quoted on Nasdaq, quotations might still be available from other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly held

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Shares at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act and other factors.

The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application by the Company to the SEC if there are fewer than 300 record holders of Shares. If such registration is terminated, the Company will no longer be legally required to disclose publicly in proxy materials distributed to stockholders the information that is it now must provide under the Exchange Act or to make public disclosure of financial and other information in annual, quarterly and other reports required to be filed with the SEC under the Exchange Act; the officers, directors and ten percent (10%) stockholders of the Company would no longer be subject to the “short-swing” insider trading reporting and profit recovery provisions of the Exchange Act or the proxy statement requirements of the Exchange Act in connection with stockholders’ meetings; and the Shares would no longer be eligible for Nasdaq reporting or for continued inclusion on the Federal Reserve Board’s “margin list.” Furthermore, if such registration were terminated, persons holding “restricted securities” of the Company may be deprived of their ability to dispose of such securities under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The Offeror intends to and will cause the Company to apply for termination of registration of the Shares under the Exchange Act as soon after the completion of the Offer as the requirements for such delisting and termination are met. If registration of the Shares is not terminated prior to the Merger, the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger.

8.   Certain Information Concerning the Company.

Except as specifically set forth herein, the information concerning the Company contained in this Offer to Purchase has been taken from or is based upon information furnished by the Company or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. Neither the Parent nor the Offeror has any knowledge that would indicate that any statements contained herein based on such documents and records are untrue. However, neither the Parent nor the Offeror assumes any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to the Parent or the Offeror.

The Company is a Delaware corporation with its principal executive offices located at 2 Christie Heights Street, Leonia, NJ 07605. The Company’s telephone number is (201) 840-4700. The Company is a provider of selective IT infrastructure, enterprise application and business process outsourcing services delivering the computing platforms and proprietary systems that enable companies, regardless of industry, to process data and share information within their business, and between their customers, suppliers and distribution channels. Leading companies leverage the Company’s robust computing infrastructure, skilled technical team, and process-driven operations to reduce costs and improve service delivery by outsourcing the operation of mainframes, mid-range, open system servers, networks and business processes to the Company.

Additional Information.  The Company is subject to the information and reporting requirements of the Exchange Act and, in accordance therewith, is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company’s directors and officers, their remuneration, stock options granted to them, the principal holders of the Company’s securities, any material interests of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements, the last one having been filed with the SEC on April 30, 2007, distributed to the Company’s stockholders. Such information will also be available in the Schedule 14D-9. Such reports, proxy statements and other information are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549-0213. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information should be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. The SEC also maintains a

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World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC.

9.   Certain Information Concerning the Parent and the Offeror.

The Parent is a corporation organized under the laws of India, with its principal executive offices located at Doddakannelli, Sarjapur Road, Bangalore, Karnataka 560035, India. The telephone number for the Parent’s principal executive offices is +91-80-2844-0011. The Parent provides comprehensive IT solutions and services, including systems integration, information systems outsourcing, package implementation, software application development and maintenance, and research and development services to corporations globally. The Parent is the first PCMM Level 5 and SEI CMM Level 5 certified IT Services company globally. The Parent’s Global IT Services business was recently assessed a Level 5 for CMMI V 1.2 across Offshore and Onsite development centers. In the Indian market, the Parent is a leader in providing IT solutions and services for the corporate segment in India offering system integration, network integration, software solutions and IT services. The Parent also has a profitable presence in niche market segments of infrastructure engineering and consumer products & lighting. In the Asia Pacific and Middle East markets, the Parent provides IT solutions and services for global corporations.

The Offeror is a Delaware corporation and indirect wholly-owned subsidiary of the Parent, with its principal executive offices located at 11th Floor, 2 Tower Center Blvd., East Brunswick, New Jersey 08816. The telephone number of the Offeror’s principal executive offices is (732) 509-1516. To date, the Offeror has engaged in no activities other than those incident to its formation and the commencement of the Offer.

Annex I attached hereto contains the name, business, current principal occupation or employment, the five-year material employment history, and the citizenship of, and certain other information relating to, each director and executive officer of the Parent and the Offeror.

Except as set forth in Section 13 entitled “The Transaction Documents — Tender and Voting Agreements” and elsewhere in this Offer to Purchase or Annex I to this Offer to Purchase: (i) none of the Parent or the Offeror and, to the knowledge of the Parent and the Offeror, none of the persons listed in Annex I hereto or any associate or majority-owned subsidiary of the Parent or the Offeror or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of the Parent or the Offeror and, to the knowledge of the Parent and the Offeror, the persons or entities referred to in clause (i) above has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; (iii) none of the Parent or the Offeror and, to the knowledge of the Parent and the Offeror, the persons referred to in clause (i) above has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years prior to the date of this Offer to Purchase, there have been no transactions between the Parent, the Offeror, their subsidiaries or, to knowledge of the Parent and the Offeror, any of the persons listed in Annex I to this Offer to Purchase, on the one hand, and the Company or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (v) during the two years prior to the date of this Offer to Purchase, there have been no contracts, negotiations or transactions between the Parent, the Offeror, their subsidiaries or, to the knowledge of the Parent or the Offeror, any of the persons listed in Annex I to this Offer to Purchase, on the one hand, and the Company or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

Additional Information.  The Parent is subject to the informational requirements of the Exchange Act and, in accordance therewith, files periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. The Parent is required to disclose in such proxy statements certain information, as of particular dates, concerning its directors and officers, their remuneration, stock options granted to them, the principal holders of its securities and any material interests of such persons in transactions with the Parent. Such reports, proxy statements and other information are available for inspection and copying at the offices of the

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SEC in the same manner as set forth with respect to the Company in Section 8 entitled “Certain Information Concerning the Company” of this Offer to Purchase.

10.   Source and Amount of Funds.

The Parent and the Offeror estimate that it will cost an aggregate of approximately $580,000,000, net of existing cash, to purchase all the Shares pursuant to the Offer and to pay related fees and expenses. As of August 15, 2007, the Parent and its direct and indirect subsidiaries had cash and cash equivalents and short-term investments in the amount of approximately $700,000,000. The Offeror expects to fund the consideration payable for the Shares through the Parent’s internally available cash and securities and cash generated through operations or available through bank loans.

11.   Background of Offer; Past Contacts or Negotiations with the Company.

In mid 2006, members of management of the Parent met with the senior management of the Company, who were examining whether it made strategic sense to off shore a portion of the Company’s business. Informal communications between the Company and the Parent continued during the following months and, on or around September 11, 2006, senior management of the Company and the Parent, and their respective financial advisors met to discuss, among other things, the Company’s business and operations. As a result of these informal discussions, the Parent engaged Citigroup Global Markets Inc. to help it consider an acquisition of the Company, and in October 2006 the Parent requested non-public information from the Company and entered into a mutual confidentiality agreement with the Company. On or around November 10, 2006, the Parent and its financial advisor met with the Company’s management at the Company’s headquarters for initial management presentations and began its due diligence review of the Company.

After the September 11, 2006 meeting and continuing through the spring of 2007, several conversations between the Company and the Parent took place and requests for information regarding the Company were made by the Parent. In particular, meetings between the senior management and the Parent and the Company’s senior management, which included each party’s financial advisors, took place on November 10, 2006 and January 29, 2007. During these meetings and conversations, among other things, the parties began to discuss on a preliminary basis, the possibility of a business combination between the Company and the Parent.

On March 26, 2007, the Parent sent to the Company a written indication of interest for an acquisition of the Company at a value of $16.00 to $17.50 per share in cash. The Parent’s indication of interest was subject to a number of conditions, including satisfactory completion of due diligence. The Parent also requested an exclusivity period of 45 days to complete due diligence and negotiate a definitive agreement, but no such agreement was entered into at that time.

In April 2007, the Board of Directors of the Parent met and approved pursuit of a potential acquisition of the Company, subject to completion of due diligence. During the months of April and May 2007, the Company provided the Parent with due diligence materials through an online data room. Over such period the Parent conducted due diligence, but was not provided with all the necessary information it requested, particularly financial information; therefore, at the beginning of June 2007 the Parent suspended its due diligence review pending receipt of requested information.

The Parent continued discussions with the Company’s financial advisors. On July 18 and 19, 2007, the Board of Directors of the Parent met and authorized an increase in the indication of interest. On or about July 20, 2007, the Parent verbally indicated to representatives of Credit Suisse that it would revise the initial indication of interest to $18.00 to $18.50 per Share, subject to the Parent receiving exclusivity. Representatives of Credit Suisse distributed to the Parent a form of merger agreement prepared by Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), the Company’s legal advisor, and the Parent reengaged its advisors and restarted its due diligence review.

On or around July 27, 2007, the Parent informed Credit Suisse that it was willing to revise the indication of interest to $18.50 to $19.00 per share but conditioned on being granted exclusivity. Credit Suisse thereafter informed the Parent that the Company would accept these terms upon receipt of a revised draft of their merger agreement.

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On August 1, 2007, counsel at Wilson Sonsini Goodrich & Rosati, Professional Corporation (“Wilson Sonsini”), the Parent’s legal advisor, sent to Gibson Dunn a marked up draft of the proposed form of merger agreement. The next day, on August 2, 2007, the Company executed an exclusivity agreement with the Parent. Under the terms of the exclusivity agreement, the Company agreed not to solicit alternative proposals for a period of five days, and in exchange the Parent agreed to complete confirmatory due diligence of the Company by the end of the exclusivity period and reaffirmed its intent to submit an offer at a price range of $18.50 to $19.00 per Share in cash.

From August 2, 2007 through August 6, 2007, Gibson Dunn and Wilson Sonsini continued to negotiate the terms of the definitive merger agreement. Important issues negotiated by counsel included matters related to the conditions to the Parent’s obligations to complete the transaction. The Parent also agreed that the transaction be structured as a tender offer to be followed by a back-end merger.

On Friday, August 3, 2007, unconfirmed news reports surfaced that the Parent and the Company were in discussions regarding a potential transaction. In light of this development, the Company requested that the Parent accelerate the completion of its due diligence of the Company and submit by the end of the weekend a final offer price. Throughout August 4 and August 5, 2007, the Parent continued its due diligence review and counsel to the Company and the Parent continued negotiation of the merger agreement and ancillary documentation. Mr. Zach Lonstein, Chairman and Chief Executive Officer of the Company, and Mr. Robert Wallach, President and Chief Operating Officer of the Company, also agreed, at the Parent’s request, to execute tender and voting agreements with the Parent, whereby they agreed to tender their Shares in the Offer.

On the evening of August 5, 2007, the Parent completed its due diligence review of the Company and the Parent’s representatives delivered an offer to acquire 100% of the Company’s outstanding shares at $18.50 per Share in cash. The Parent also requested that the Company agree to a termination fee equal to 4% of the equity value of the transaction. However, after further negotiations that evening between members of senior management of the Company and the Parent, and their respective advisors, the Parent increased its offer price to $18.70 per share and agreed to a lower termination fee of $17,300,000, plus up to $1,000,000 of transaction expenses. Thereafter, counsel to the Company and the Parent finalized the merger agreement and ancillary legal documentation.

On the morning of August 6, 2007, the Company’s Board met with the Company’s outside legal and financial advisors. Following the meeting of the Company’s Board, the parties entered into the Merger Agreement. Representatives of the Parent, and Messrs. Lonstein and Wallach also executed the tender and voting agreements.

The Merger Agreement was announced by the parties prior to the opening of the financial markets in New York City on August 6, 2007 and the Offer was commenced on August 17, 2007.

12.   Purpose of the Offer; The Merger; Plans for the Company.

Purpose.  The purpose of the Offer and the Merger is to acquire control of, and the entire equity interest in, the Company. The purpose of the Merger is for the Offeror to acquire all Shares not purchased pursuant to the Offer. If the Offer is successful, the Offeror and the Parent intend to consummate the Merger as promptly as practicable. Upon consummation of the Merger, the Company will become a wholly-owned subsidiary of Wipro Inc., a Delaware corporation and wholly-owned subsidiary of the Parent. The Offer is being made pursuant to the Merger Agreement.

Approval.  Under the General Corporation Law of the State of Delaware (the “DGCL”), the approval of the Company Board and the affirmative vote of the holders of a majority of the outstanding Shares may be required to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Company Board has unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby and, unless the Merger is consummated pursuant to the Short-Form Merger provisions of the DGCL described below, the only remaining required corporate action of the Company is the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the Shares. If stockholder approval for the Merger is required, the Parent intends to cause the Company Board to set the record date for the stockholder approval for a date as promptly as practicable following the consummation of the Offer. Accordingly, if the Minimum Condition is satisfied, we

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believe the Offeror will have sufficient voting power to cause the adoption of the Merger Agreement and the transactions contemplated thereby without the affirmative vote of any other stockholders.

Stockholder Meetings.  Pursuant to the Merger Agreement, if a stockholder vote is required, the Company has agreed to convene a meeting of its stockholders following consummation of the Offer for the purpose of considering and voting on the Merger Agreement. The Company, acting through the Company Board, has further agreed that, if a stockholders’ meeting is convened, the Company Board will recommend that the stockholders of the Company vote to adopt the Merger Agreement. At any such meeting, all of the Shares then owned by the Parent, the Offeror and any of the Parent’s other subsidiaries, and all Shares for which the Company has received proxies to vote, will be voted in favor of the Merger Agreement.

Board Representation.  See Section 13 entitled “The Transaction Documents” of this Offer to Purchase. Pursuant to the terms of the Merger Agreement, once the Offeror has, pursuant to the Offer, accepted for payment more than a majority of the Shares, and from time to time thereafter as such Shares are acquired by the Parent or the Offeror, the Parent will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give the Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, representation on the Company Board of Directors equal to at least that number of directors equaling the product of the total number of directors on the Company Board (giving effect to the directors appointed or elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares owned by the Parent or any of its affiliates bears to the total number of Shares then outstanding. The directors of the Offeror immediately prior to the consummation of the Merger will be the initial directors of the surviving corporation and will hold office until their respective successors and assigns are duly elected and qualified, or their earlier death, resignation or removal.

Short-form Merger.  Under the DGCL, if the Offeror acquires, pursuant to the Offer, at least ninety percent (90%) of the outstanding Shares, the Offeror will be able to complete the Merger without a vote of the Company’s stockholders. In such event, the Parent and the Offeror anticipate that they will take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company’s stockholders. However, if the Offeror does not acquire at least ninety percent (90%) of the outstanding Shares pursuant to the Offer or otherwise and a vote of the Company’s stockholders is required under the DGCL, a significantly longer period of time would be required to effect the Merger. Pursuant to the Merger Agreement, the Company has agreed to convene a meeting of its stockholders as soon as practicable following consummation of the Offer to consider and vote on the Merger Agreement, if a stockholders’ vote is required.

Rule 13e-3.  The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions and under certain circumstances may be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer or otherwise in which the Offeror seeks to acquire the remaining Shares not held by it. The Offeror believes, however, that Rule 13e-3 will not be applicable to the Merger if the Merger is consummated within one year after the Expiration Date at the same per Share price as paid in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the Company and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to consummation of the transaction.

Plans for the Company.  The Parent and the Company have commenced a detailed integration review and planning process in order to consider the manner and timing of the integration of the business and operations of the Parent and the Company following the completion of the Merger. The integration planning process will include a detailed review of the Company, including its business, operations, properties, assets, products, management, personnel and systems. This integration planning process will continue throughout the pendency of the Offer and the Merger, but will not be implemented until the completion of the Merger.

Extraordinary Corporate Transactions.  Except as described above or elsewhere in this Offer to Purchase, the Parent and the Offeror have no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), any change in the Company

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Board or management, any material change in the Company’s capitalization or dividend policy or any other material change in the Company’s corporate structure or business.

13.   The Transaction Documents.

Merger Agreement.  The following is a summary of the material provisions of the Merger Agreement, a copy of which has been filed as Exhibit 1 of the Statement on Schedule 13D filed by the Parent on August 15, 2007. This summary is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8 entitled “Certain Information Concerning the Company” of this Offer to Purchase.

Commencement.  The Merger Agreement provides for the commencement of the Offer no later than ten (10) business days after the execution of the Merger Agreement.

Top-Up Option.  The Company has granted to the Offeror an irrevocable option (the “Top-Up Option”), exercisable only on or after the Offeror’s acceptance of tendered Shares for purchase, to purchase that number of Shares (the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by the Offeror or the Parent at the time of such exercise, would constitute one thousand Shares more than ninety percent (90%) of the Shares outstanding immediately after exercise of the Top-Up Option, at a price per share equal to the Offer Price (or any higher price per Share that is paid in the Offer); provided, however, that in no event will the Top-Up Option be exercisable for a number of Shares in excess of the Company’s then authorized but unissued Shares, less the number of such Shares reserved for issuance in respect of vested stock options, warrants and convertible securities outstanding immediately prior to the expiration of the Offer with an exercise price less than the Offer Price.

Subject to certain exceptions set forth in the Merger Agreement, the Offeror may exercise the Top-Up Option at any one time after the time of acceptance for payment of the Shares by the Offeror (the “Acceptance Time”) and prior to the earlier to occur of (i) the Effective Time, and (ii) the termination of the Merger Agreement pursuant to its terms. The obligation of the Company to deliver the Top-Up Option Shares is subject to the condition that no provision of any applicable law, rule or regulation will prohibit delivery of the Top-Up Option Shares.

Merger.  The Merger Agreement provides that, after the purchase of the Shares pursuant to the Offer, and on the second (2^nd) business day after the adoption of the Merger Agreement by the stockholders of the Company, to the extent required by the DGCL, and the satisfaction or waiver, if possible, of certain other conditions contained in the Merger Agreement, the Offeror will be merged with and into the Company, with the Company continuing as the Surviving Corporation, with the corporate name it possesses immediately prior to the Merger.

Vote Required to Approve Merger.  See Section 12 entitled “Purpose of the Offer; the Merger; Plans for the Company” of this Offer to Purchase.

Conversion of Securities.  At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Parent, the Offeror or the Company, or by any direct or indirect wholly-owned subsidiary of the Parent, the Offeror or the Company, in each case immediately prior to the Effective Time (whether pursuant to the Offer or otherwise), and (ii) Shares owned by stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised their dissenters’ rights of appraisal in respect of such Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (or any higher price per Share that is paid in the Offer), without interest thereon, less any required withholding taxes, upon the surrender of the certificate representing such Share.

Treatment of Stock Options.  Immediately prior to the Effective Time, the Company will cancel each vested and unvested option to purchase Shares (each a “Company Option”) that was granted pursuant to a Company option plan and is issued and outstanding as of the Effective Time. Upon cancellation, each holder of a Company Option will be entitled to receive from the Company or the Offeror an amount in cash equal to the product of (i) the number of Shares previously subject to such Company Option and (ii) the excess, if any, of $18.70 (or any higher price per Share paid in the Offer) over the exercise price per Share previously subject to such Company Option, less any applicable income and payroll taxes.

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Treatment of Warrants.  Each warrant to purchase Shares (each a “Company Warrant”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a sum of cash equal to the product of (i) the number of Shares subject to such Company Warrant immediately prior to the Effective Time, multiplied by (ii) (x) $18.70 per Share (or any higher price per Share that is paid in the Offer), minus (y) the per share exercise price of the Company Warrant, without interest.

Conditions to Obligations of All Parties to Merger Agreement.  The obligations of each of the parties to effect the Merger are subject to the following conditions:

(i) If approval of the Merger by the Company stockholders is required by Delaware law, the affirmative vote of the holders of a majority of the then-outstanding Shares, voting together as a class (the “Requisite Stockholder Approval”) has been obtained;

(ii) The Offeror (or the Parent on the Offeror’s behalf) have accepted for payment and paid for all of the Shares validly tendered pursuant to the Offer and not withdrawn; and

(iii) The waiting period (and any extension thereof) applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and under any comparable foreign competition law, if applicable, has been terminated or has expired.

Conditions to Obligations of the Offeror.  See Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase.

Schedule 14D-9.  The Merger Agreement provides that the Company will file with the SEC, on the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 that will comply in all material respects with the provisions of all applicable securities laws. The Company has agreed to cause such Schedule 14D-9 to be disseminated to the stockholders of the Company concurrently with (and in the same mailing envelope as) the Offer Documents.

Board of Directors.  Effective upon the acceptance for payment by the Parent or the Offeror for all Shares tendered pursuant to the Offer which represent at least a majority of the Shares outstanding, and from time to time thereafter as Shares are acquired by the Parent or the Offeror, the Parent will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give the Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, representation on the Company Board equal to at least that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of the Company and to the number of the Independent Directors specified below) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Parent or any affiliate of the Parent (including such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its subsidiaries) bears to the number of Shares outstanding; provided, however, that, in the event that the Parent’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board will have at least two (2) directors who were directors on August 6, 2007 who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of the Parent (one or more of such directors, the “Independent Directors”); provided further, that if there is in office only one Independent Director, the Company Board will take all reasonable action necessary to cause a person designated by the remaining Independent Director to fill such vacancy who will be neither an officer of the Company nor a designee, stockholder, affiliate or associate of the Parent, and such person will be deemed to be an Independent Director for purposes of the Merger Agreement, or, if no Independent Directors remain, the other directors will designate two persons to fill the vacancies who will be neither an officer of the Company nor a designee, stockholder, affiliate or associate of the Parent, and each such person will be deemed to be an Independent Director for purposes of the Merger Agreement.

Representations and Warranties.  The Merger Agreement contains various customary representations and warranties, from both the Parent and the Offeror as well as the Company.

Conduct of the Company’s Business Pending Merger.  Subject to certain exceptions set forth in the Merger Agreement, during the period from the date of the Merger Agreement until the earlier to occur of the of the

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termination of the Merger Agreement pursuant to the terms thereof and the Acceptance Date, the Company will conduct the business of the Company and its subsidiaries in their ordinary course of business, and the Company and its subsidiaries will use their respective commercially reasonable efforts to pay their respective taxes when due, keep available the services of the current officers, employees and consultants of the Company and its subsidiaries, preserve intact their business organization and preserve in all material respects their present relationships with customers, suppliers and other persons with which they have material business relations. Between the date of the Merger Agreement and the earlier to occur of its termination pursuant to its terms and the Acceptance Date, subject to certain exceptions set forth in the Merger Agreement, neither the Company nor any of its subsidiaries will, without the prior written consent of the Parent:

(a) amend or otherwise change its certificate of incorporation or bylaws or any similar governing instruments;

(b) issue, deliver, sell, pledge, dispose of, lease, license, grant or encumber any shares of capital stock, ownership interests or voting securities, or any options, warrants, convertible securities or other rights of any kind to acquire or receive any shares of capital stock, any other ownership interests or any voting securities (including but not limited to stock appreciation rights, phantom stock or similar instruments), of the Company or any of its subsidiaries;

(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a subsidiary of the Company to the Company or a wholly-owned subsidiary of the Company);

(d) reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any shares of capital stock of the Company (other than the acquisition of Shares tendered by employees or former employees in connection with a cashless exercise of Company Options or in order to pay taxes in connection with the exercise of Company Options pursuant to the terms of a Company plan), or reclassify, combine, split or subdivide any capital stock or other ownership interests of any of the Company’s subsidiaries;

(e) acquire or sell (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof;

(f) acquire or sell any assets that are material to the Company and its subsidiaries taken as a whole, other than (i) purchases or dispositions of inventory and other assets in the ordinary course of business or (ii) other purchases or dispositions in an amount not to exceed $500,000 individually or in the aggregate;

(g) enter into or amend in any material respect any material contract or contract which, if entered into prior to the date of the Merger Agreement would be a material contract (provided that the Company and its subsidiaries may (i) enter into new customer contracts, (ii) amend any existing customer contract provided that such amendment does not materially reduce the economic benefit of such contract to the Company and its subsidiaries and (iii) enter into a new or amend an existing supplier agreement provided that such agreement does not require annual payments by the Company and its subsidiaries in excess of $1,000,000);

(h) authorize any capital expenditures which are, in the aggregate, in excess of the Company’s capital expenditure budget;

(i) other than capital leases incurred in the ordinary course of business consistent with past practices, incur or modify in any material respect the terms of any indebtedness for borrowed money, or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans, advances or capital contributions to, or investments in, any other person (other than a subsidiary of the Company), in each case, other than for amounts set forth in the Company’s capital expenditure budget;

(j) except to the extent required under any Company plan or as required by applicable law, (i) increase the compensation or fringe benefits of any of its directors, officers or employees (except in the ordinary course of business with respect to employees who are not directors or executive officers), (ii) grant any severance or termination pay not provided for under any Company plan, or (iii) enter into any employment, consulting or severance agreement or arrangement with any of its present or former directors, officers or other employees,

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except for at will offers of employment in the ordinary course of business with employees who are not directors or officers, or establish, adopt, enter into or amend in any material respect or terminate any Company plan;

(k) make any material change in any accounting principles, except as may be required to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principals or regulatory requirements with respect thereto;

(l) other than in the ordinary course of business or as required by applicable law (i) make or change any material tax election, (ii) enter into any settlement or compromise of any material tax liability, (iii) file any material amended tax return, (iv) adopt or change any tax accounting method or annual tax accounting period, (v) enter into any closing agreement relating to any material tax, (vi) surrender any right to claim a material tax refund, or (vii) consent to the extension or waiver of the limitations period applicable to any material tax claim or assessment;

(m) settle or compromise any litigation;

(n) transfer or license any rights to any material intellectual property of the Company to any person or entity, or enter into or amend or modify any agreements or make other commitments or arrangements to grant, transfer or license to any person any present or future rights to any material intellectual property of the Company other than non-exclusive licenses granted in the ordinary course of business and consistent with past practice;

(o) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity (other than among wholly-owned subsidiaries of the Company); or

(p) agree to take any of the actions described in Sections (a) through (o) above.

Indemnification and Insurance.  The Parent has agreed to cause the Surviving Corporation, from the Effective Time through the sixth anniversary thereof, to indemnify and hold harmless each present and former officer, director or employee of the Company and its subsidiaries, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that an indemnified party is or was an officer, director, employee, fiduciary or agent of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including the Merger Agreement and the transactions and actions contemplated by the Merger Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law. In the event of any such claim, action, suit, proceeding or investigation, the parties have agreed that (x) each indemnified party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) business days of receipt by the Surviving Corporation from the indemnified party of a request therefore; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Company’s certificate of incorporation or bylaws, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) the Surviving Corporation will not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such indemnified party under the Merger Agreement), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such action, suit, proceeding, investigation or claim or such indemnified party otherwise consents, and (z) the Surviving Corporation will cooperate in the defense of any such matter.

The Parent has agreed to cause the Surviving Corporation to keep in effect for a period of not less than six (6) years from the Effective Time (or, in the case of matters occurring prior to the Effective Time that have not been resolved prior to the sixth (6^th) anniversary of the Effective Time, until such matters are finally resolved) all provisions in the Company’s certificate of incorporation and bylaws in effect immediately prior to the date of the Merger Agreement that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers and directors of the Company to the fullest extent permitted by the DGCL, and such provisions will not be amended except as either required by

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applicable law or to make changes permitted by law that would enhance the rights of past or present officers and directors to indemnification or advancement of expenses.

The Parent has also agreed to maintain, or will cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six (6) years from the Effective Time the current policies of the directors’ and officers’ liability insurance maintained by the Company (provided that the Parent or the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions that are not less advantageous to any beneficiary thereof from its current carrier or another carrier with a rating no lower than the A.M. Best rating of A) with respect to matters existing or occurring at or prior to the Effective Time. In order to maintain or procure such coverage, the Parent and the Surviving Corporation will not be required to maintain or obtain policies providing such coverage except to the extent such coverage can be provided at an annual cost of no greater than two hundred seventy-five percent (275%) of the most recent annual premium paid by the Company prior to the date of the Merger Agreement (the “Cap”). If equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, the Parent or the Surviving Corporation will be required to only obtain as much coverage as can be obtained by paying an annual premium equal to the Cap.

If the Surviving Corporation or its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any person, then proper provision will be made so that the successors and assigns of the Surviving Corporation, or at the Parent’s option, the Parent, will succeed to the foregoing obligations. In addition, the Surviving Corporation will not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy indemnification obligations under the Merger Agreement.

Employment and Employee Benefits Matters.  The Parent has agreed that as of the Effective Time and ending on the first anniversary thereof, the Parent will cause the Surviving Corporation to maintain for any current, former or retired employee, officer, consultant, independent contractor or director of the Company and its subsidiaries (“Company Employees”): (i) salary and paid time off as in effect when the Merger Agreement was signed, and (ii) the level of severance benefits for such period under the Company’s severance policy. In addition, the Parent agreed to give Company Employees full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans, to the extent this credit would result in a duplication of benefits for the same period of service), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by the Parent, its subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its subsidiaries and their predecessor entities to the same extent recognized by the Company immediately prior to the Effective Time. The Parent has also agreed that Company Employees will not be subject to any pre-existing condition limitation under any health employee benefit plan of the Parent or the Surviving Corporation for any condition for which they would have been entitled to coverage under a plan of the Company in which they participated prior to the Effective Time, and that, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the Company and its subsidiaries in the plan year in which the closing of the Merger occurs.

Alternative Proposals.  The Company has agreed that neither it nor any subsidiary of the Company will, and that it will cause its and their respective officers, directors, employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its subsidiaries (each a “Representative”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage (including by providing information) or knowingly facilitate any inquiries, proposals or offers with respect to, or the making or completion of, an Alternative Proposal (as defined below), (ii) engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company or any of its subsidiaries in connection with, or have any discussions (other than to state that they are not permitted to have discussions) with any person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or knowingly facilitate any effort or attempt to make or implement an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement,

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acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal, or (v) resolve to propose or agree to do any of the foregoing.

The Company will and will cause each of its subsidiaries and Representatives to, immediately cease any solicitations, discussions or negotiations with any person (other than the parties hereto) that has made or indicated an intention to make an Alternative Proposal, in each case that exist as of the date of the Merger Agreement.

Notwithstanding the foregoing, the Company may, in response to an unsolicited Alternative Proposal which did not result from or arise in connection with a breach of the terms described in the first paragraph of this subsection, and which the Company Board determines, in good faith, after consultation with its outside counsel and financial advisors, could reasonably be expected to lead to a Superior Proposal (as defined below), (i) furnish nonpublic information with respect to the Company and its subsidiaries to the person making such Alternative Proposal and its Representatives pursuant to a confidentiality agreement and (ii) participate in discussions or negotiations with such person and its Representatives regarding such Alternative Proposal; in each case of clauses (i) and (ii) above to the extent that the Company Board determines in good faith, after consultation with outside counsel, that doing so is necessary to satisfy its fiduciary duties under applicable law; provided, however, that the Company will provide or make available to the Parent any material non-public information concerning the Company or any of its subsidiaries that is provided to the person making such Alternative Proposal or its Representatives which was not previously provided or made available to the Parent.

Subject to the terms of the Merger Agreement, neither the Company Board nor any committee thereof will (i) withdraw or modify in a manner adverse to the Parent or the Offeror, or publicly propose to withdraw or modify in a manner adverse to the Parent or the Offeror, its recommendation that the stockholders of the Company tender their Shares in the Offer and vote in favor of the Merger (the “Recommendation”), (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve or recommend, or publicly propose to approve, endorse or recommend, any Alternative Proposal. Notwithstanding the foregoing, if, prior to the Acceptance Date, the Company Board determines in good faith, after consultation with outside counsel, that failure to so withdraw or modify its Recommendation could reasonably be expected to violate its fiduciary duties under applicable law, the Company Board or any committee thereof may withdraw or modify its Recommendation (a “Change of Recommendation”).

The Company promptly (and in any event within 48 hours) will advise the Parent orally and in writing of (i) any written Alternative Proposal, (ii) any written request for non-public information relating to the Company or its subsidiaries, other than requests for information not reasonably expected to be related to an Alternative Proposal, and (iii) any written inquiry or request for discussion or negotiation regarding an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal or indication or inquiry and the material terms of any such Alternative Proposal or indication or inquiry. The Company will keep the Parent reasonably informed on as current a basis as is reasonably practicable of the status (including any material changes to the terms thereof) of any such Alternative Proposal or indication or inquiry. In addition to the foregoing, the Company will (i) provide the Parent with at least forty eight (48) hours prior written notice (or such lesser prior notice as provided to the members of Company Board but in no event less than eight (8) hours) of any meeting of the Company Board at which the Company Board is reasonably expected to consider an Alternative Proposal, and (ii) provide the Parent with at least one (1) business day prior written notice of a meeting of the Company Board at which the Company Board is reasonably expected to approve, endorse or recommend a Superior Proposal, together with such notice a copy of the definitive documentation relating to such Superior Proposal that is then available.

As used in the Merger Agreement, “Alternative Proposal” means any inquiry, proposal or offer from any person or group of persons other than the Parent or one of its subsidiaries for (i) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving an acquisition of the Company (or any subsidiary or subsidiaries of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole) or (ii) the acquisition in any manner, directly or indirectly, of over 20% of the equity securities or consolidated total assets of the Company and its subsidiaries, in each case other than the Merger.

As used in the Merger Agreement, “Superior Proposal” means any Alternative Proposal (i) on terms which the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and

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financial advisors, to be more favorable from a financial point of view to the holders of the Company’s Common Stock than the Merger, taking into account all the terms and conditions of such proposal, and the Merger Agreement and (ii) that the Company Board believes is reasonably capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal; provided that for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Alternative Proposal will be deemed to be references to “60%.”

Termination.  The Merger Agreement may be terminated, and the Merger contemplated thereby may be abandoned, at any time prior to the Acceptance Time, notwithstanding approval thereof by the stockholders of the Company:

(a) by mutual written consent of the Parent, the Offeror and the Company;

(b) by the Parent or the Company if any court of competent jurisdiction or other governmental entity located or having jurisdiction within the United States has issued a final order, decree or ruling, or taken any other final action restraining, enjoining or otherwise prohibiting the Merger, and such order, decree, ruling or other action is or has become final and nonappealable;

(c) by either the Parent or the Company if the Acceptance Time has not occurred on or before February 6, 2008 (the “Termination Date”);

(d) by the Company:

(i) subject to certain exceptions set forth in the Merger Agreement, if there has been a breach of any representation, warranty, covenant or agreement on the part of the Parent or the Offeror contained in the Merger Agreement that has had or is reasonably likely to have, individually or in the aggregate, a material adverse effect on the Parent’s ability to complete the Offer, and such breach is incapable of being cured by the Termination Date;

(ii) subject to the terms and conditions set forth in the Merger Agreement, prior to the Acceptance Date, in order to enter into a definitive agreement with respect to a Superior Proposal; or

(iii) if (x) the Offeror has terminated the Offer or failed to extend the Offer in accordance with the terms of the Merger Agreement, (y) the Offeror has failed to accept for payment and pay for Shares validly tendered and not withdrawn in the Offer at any Expiration Date in accordance with the terms of Merger Agreement or (z) the Offeror has failed to commence the Offer within ten (10) days after the date of the Merger Agreement; or

(e) by the Parent:

(i) subject to the terms of the Merger Agreement, if there has been a breach of any representation, warranty, covenant or agreement on the part of the Company contained in the Merger Agreement such that certain conditions set forth in Annex I to the Merger Agreement are not satisfied and such breach is incapable of being cured by the Termination Date;

(ii) if the Company Board has withdrawn, modified or changed in a manner adverse to the Parent or the Offeror its Recommendation or has recommended to the stockholders of the Company an Alternative Proposal other than the Merger, or has resolved to effect any of the foregoing; or

(iii) if (x) the Company has failed to include its Recommendation in the Schedule TO or (y) a tender or exchange offer relating to more than 20% of the Shares has been commenced by a person unaffiliated with the Parent and the Company has not, pursuant to Rule 14e-2 under the Exchange Act, sent or given to its stockholders a statement disclosing that the Company recommends rejection of such tender or exchange offer within ten (10) business days of the publication of such offer.

Effect of Termination.  In the event of the termination of the Merger Agreement, the Merger Agreement will immediately become void, and there will be no liability or obligation on the part of any party thereto, except with respect to Sections 6.4 (Confidentiality), 6.9 (Public Announcements), 8.2 (Effect of Termination), 8.3 (Expenses) and Article IX (General Provisions), each of which will survive such termination.

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In the event that the Merger Agreement is terminated by the Company pursuant to clause (d)(ii) above or by the Parent pursuant to clause (e)(ii) or (iii) above, then the Company will immediately pay $17,300,000 (the “Company Termination Fee”) to the Parent and reimburse the Parent for all of its reasonable, documented, out-of-pocket costs and expenses actually incurred in connection therewith, not to exceed $1,000,000.

In the event that the Merger Agreement is terminated by either the Parent or the Company pursuant to clause (c) above, or by the Parent pursuant to clause (e)(i) above, and (i) at any time after the date of the Merger Agreement and prior to the termination under such sections, an Alternative Proposal has been made or communicated to the senior management or the Company Board or has been publicly announced or publicly made known to the stockholders of the Company, and not withdrawn prior to such termination, and (ii) within twelve months after such termination, the Company has entered into a definitive agreement with respect to, or has consummated, any Alternative Proposal, then, in any such event, the Company will pay the Company Termination Fee to the Parent and will reimburse the Parent for all of its reasonable, documented, out-of-pocket costs and expenses actually incurred in connection therewith, not to exceed $1,000,000, such payment to be made upon the earlier of the Company entering into an agreement providing for, or consummating, such Alternative Proposal, by wire transfer of same day funds. For the purpose of this paragraph, all references in the term Alternative Proposal to “20% or more” are deemed to be references to “more than 50%.”

Tender and Voting Agreements.  The following individuals, as owners of the Shares and Shares issuable upon exercise of outstanding Company Options next to their names below, entered into tender and voting agreements with the Parent, dated August 6, 2007 (the “Tender and Voting Agreements”) that, among other things (i) restrict the transfer of their Shares; (ii) obligate them to vote their Shares in favor of the adoption of the Merger Agreement, in favor of each of the other actions contemplated by the Merger Agreement, and against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; (iii) obligate them to vote against certain corporate transactions; and (iv) obligate them to tender all their Shares in the Offer:

			Shares Issuable
			Upon Exercise of
			Outstanding
Stockholder	Shares Owned		Company Options
Robert Wallach		120,350		660,150
Zach Lonstein		1,325,496		660,300

Based on the number of Shares outstanding as of August 10, 2007, the number of Shares owned by the stockholders that entered into the Tender and Voting Agreements (excluding Shares issuable upon exercise of outstanding Company Options set forth above) represent approximately 6.41% of the Company’s issued and outstanding common stock. Mr. Lonstein has also agreed to exercise his Company Options and tender all Shares issuable upon such exercise into the Offer if (i) the only condition to the Offer that is not satisfied is the Minimum Condition and (ii) the exercise of his vested in-the-money Company Options and their tender into the Offer would cause the satisfaction of such condition.

This summary is qualified in its entirety by reference to the Forms of Tender and Voting Agreement, which are filed as Exhibits 2 and 3 of the Statement on Schedule 13D filed by the Parent on August 15, 2007 and is incorporated herein by reference. The Tender and Voting Agreements may be examined and copies may be obtained in the manner set forth in Section 8 entitled “Certain Information Concerning the Company” of this Offer to Purchase.

Confidentiality Agreement.  On October 16, 2006, the Company and the Parent entered into a confidentiality agreement (the “Confidentiality Agreement”) to allow the exchange of information in connection with the exploration of a possible transaction between the Parent and the Company. Under the Confidentiality Agreement, the parties agreed, subject to certain exceptions, to keep confidential any non-public information provided by the other party. This summary of the Confidentiality Agreement is qualified in its entirety by reference to the Confidentiality Agreement, which is incorporated herein by reference and a copy of which is filed as an exhibit to the Schedule TO that the Parent and the Offeror have filed with the SEC. The Confidentiality Agreement may be examined and copies may be obtained in the manner set forth in Section 8 entitled “Certain Information Concerning the Company” of this Offer to Purchase.

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Exclusivity Agreement.  On August 2, 2007, the Company and the Parent entered into an exclusivity agreement (the “Exclusivity Agreement”) in connection with the consideration of a possible negotiated transaction involving the Company. Under the Exclusivity Agreement, the Company agreed not to solicit alternative proposals for the acquisition of the Company before August 8, 2007, and the Parent agreed to complete confirmatory due diligence of the Company and reaffirm its intent to submit an offer to acquire the Company. This summary of the Exclusivity Agreement is qualified in its entirety by reference to the Exclusivity Agreement, which is incorporated herein by reference and a copy of which is filed as an exhibit to the Schedule TO that the Parent and the Offeror have filed with the SEC. The Exclusivity Agreement may be examined and copies may be obtained in the manner set forth in Section 8 entitled “Certain Information Concerning the Company” of this Offer to Purchase.

14.   Dividends and Distributions.

As discussed in Section 13 entitled “The Transaction Documents” of this Offer to Purchase, pursuant to the Merger Agreement, without the prior approval of the Parent, the Company has agreed not to declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a subsidiary of the Company to the Company or a wholly-owned subsidiary of the Company).

15.   Conditions to the Offeror’s Obligations.

The Offeror will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, relating to the obligation of the Offeror to pay for or return any Shares that are tendered in the Offer promptly after termination or withdrawal of the Offer), pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Shares if:

•  the Minimum Condition has not been satisfied;

•  any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has not expired or been earlier terminated or any other material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by the Parent have not been received (or have not been deemed to have been received by virtue of the expiration or termination of any applicable waiting period), either unconditionally or on terms reasonably satisfactory to the Parent; or

•  at any time after the date of the Merger Agreement and before the expiration of the Offer, any of the following events has occurred:

•  any of the representations and warranties of the Company set forth in the Merger Agreement are not true and correct (disregarding all qualifications or limitations as to “materiality” or “material adverse effect” or other similar qualifiers set forth therein) as of the date of the Merger Agreement and as of the Expiration Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which case as of such date), except where the failure of any such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a “Material Adverse Effect” (as defined below);

•  the Company has not performed in any material respect the obligations, or complied in any material respect with the agreements and covenants, required to be performed by, or complied with by, the Company under the Merger Agreement at or prior to the Expiration Date (as defined below);

•  a Material Adverse Effect has occurred;

•  the Parent has not received a certificate, signed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company (solely in his or her capacity as an officer of the Company without personal liability), to the effect that the conditions set forth in the three preceding paragraphs have been satisfied as of the Expiration Date;

•  a federal, state, local or foreign law, statute, rule, regulation, executive order, decree, ruling, judgment, injunction, temporary restraining order, legal requirement or other order which is then in effect

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(whether temporary, preliminary or permanent) has been enacted, entered, promulgated or enforced by any governmental entity of competent jurisdiction which prohibits, restrains or enjoins (or would reasonably be expected to prohibit, restrain or enjoin) the consummation of the transactions contemplated by the Merger Agreement, including the Offer or the Merger; or

•  the Merger Agreement has been terminated in accordance with its terms.

The “Minimum Condition” is the condition that there has been validly tendered and not withdrawn prior to the scheduled expiration of the Offer (as it may be extended from time to time) a number of Shares that, together with all other Shares (if any) beneficially owned by the Parent and its controlled affiliates, including the Offeror, represents at least one Share more than a majority of the number of Shares then outstanding on a fully diluted basis (which means, as of any time, the number of Shares outstanding, together with all Shares (if any) that the Company would be required to issue pursuant to then-outstanding options, rights and convertible securities (if any) with an exercise price that is equal to or less than $18.70 per Share (or any higher price per Share that is paid in the Offer), but only to the extent then exercisable or exercisable within ninety (90) days following the Expiration Date, assuming that all conditions to such exercisability would be satisfied within such ninety (90) day period).

The foregoing conditions are for the benefit of the Parent and the Offeror and may, subject to the terms and conditions of the Merger Agreement, be waived by the Parent and the Offeror, in whole or in part, at any time and from time to time, prior to the Expiration Date, except that the Minimum Condition can only be waived with the prior written consent of the Company.

The failure by the Parent and the Offeror at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.

For purposes of the preceding conditions, the term “Material Adverse Effect” means any change, effect or circumstance that is or would reasonably be expected to (i) prevent or materially delay the Company from consummating the transactions contemplated by the Merger Agreement or (ii) be, individually or in the aggregate, materially adverse to the business, assets (including intangible assets), condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole, other than any change, effect or circumstance resulting from any of the following:

(a) changes in general economic, financial market or geopolitical conditions; provided, however, that such changes or conditions do not have a disproportionate or unique effect on the Company;

(b) general changes or developments in any of the industries in which the Company or its subsidiaries operate; provided, however, that such changes or developments do not have a disproportionate or unique effect on the Company;

(c) the announcement of the Merger Agreement and the transactions contemplated thereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its subsidiaries due to the announcement and performance of the Merger Agreement or the identity of the parties to the Merger Agreement (but only to the extent that the Company can show that such impact was the direct result of the announcement of the Merger Agreement and the transactions contemplated thereby) or the performance of the Merger Agreement and the transactions contemplated thereby, including compliance with the covenants set forth therein;

(d) changes in any applicable laws or regulations or applicable accounting regulations or principles or interpretations thereof;

(e) any outbreak or escalation of hostilities or war or any act of terrorism; or

(f) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the

37

facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect).

16.   Certain Regulatory and Legal Matters.

Except as set forth in this Section 16, the Offeror is not aware of any approval or other action by any governmental or administrative agency which would be required for the acquisition or ownership of Shares by the Offeror as contemplated herein. However, the Offeror and the Parent, together with their advisors, are currently reviewing whether any other approval or other action will be required by any other governmental or administrative agency in connection with the Offer and the Merger. Should any such approval or other action be required, it will be sought, but the Offeror has no current intention to delay the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter, subject, however, to the Offeror’s right to decline to purchase Shares if any of the Offer conditions have not been satisfied. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions, or that adverse consequences might not result to the Company’s business or that certain parts of the Company’s business might not have to be disposed of if any such approvals were not obtained or other action taken.

Antitrust Matters.

United States.  The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), provides that the acquisition of Shares by the Offeror may not be consummated unless certain information has been furnished to the Antitrust Division of the U.S. Department of Justice (the “Division”) and the Federal Trade Commission (the “FTC”) and certain waiting period requirements have been satisfied. The rules promulgated by the FTC under the HSR Act require the filing of a Notification and Report Form (the “Form”) with the Division and the FTC by the Parent (including its Ultimate Parent Entity as defined under the HSR Act, Mr. Azim H. Premji) and the Company and provide that the acquisition of Shares under the Offer may not be consummated earlier than fifteen (15) days after receipt of the Form by the Division and the FTC from the Parent. Within such fifteen-day period the Division or the FTC may request additional information or documentary material from the Parent and the Company. In the event of such request, the acquisition of Shares under the Offer may not be consummated until ten (10) days after receipt of such additional information or documentary material by the Division or the FTC from the Parent and the Company. The Parent expects to file its Form with the Division and the FTC on August 17, 2007, and the Company expects to file its Form with the Division and the FTC on August 17, 2007.

Germany.  Applicable German law provides that the Parent and the Company are required to file a joint notification with the German Federal Cartel Office, and that the acquisition of Shares under the Offer may not be consummated until a waiting period of up to one (1) month after receipt of such notification has expired. Within such one (1) month period the German Federal Cartel Office may request additional information, and could further extend the waiting period. The Parent and the Company filed their notification with the German Federal Cartel Office on August 16, 2007.

Exchange Act Registration.

The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of the Company to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the “short-swing” profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for trading on Nasdaq. The Parent currently intends

38

to and will cause the Surviving Corporation to terminate the registration of the Shares under the Exchange Act upon completion of the Merger.

State Takeover Laws.

A number of states have adopted laws and regulations applicable to attempts to acquire securities of corporations which are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma Control Shares Act was unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit.

The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. The Offeror does not know whether any of these laws will, by their terms, apply to the Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, the Offeror will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, the Offeror might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, the Offeror might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, the Offeror may not be obligated to accept for payment any Shares tendered. See Section 15 entitled “Conditions to the Offeror’s Obligations” of this Offer to Purchase.

17.   Appraisal Rights.

No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, stockholders will have certain rights under the DGCL to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Such rights to dissent, if the statutory procedures are met, could lead to a judicial determination of the fair value of the Shares, as of the day prior to the date on which the stockholders’ vote was taken approving the Merger or similar business combination (excluding any element of value arising from the accomplishment or expectation of the Merger), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive payment of a fair rate of interest from the date of consummation of the Merger on the amount determined to be the fair value of their Shares. In determining the fair value of the Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the Shares, including, among other things, asset values and earning capacity. In Weinberger v. UOP, Inc., the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be the same as, or more or less than, the purchase price per Share in the Offer or the Merger consideration.

In addition, several decisions by Delaware courts have held that, in certain circumstances, a controlling stockholder of a company involved in a merger has a fiduciary duty to other stockholders which requires that the merger be fair to such other stockholders. In determining whether a merger is fair to minority stockholders, Delaware courts have considered, among other things, the type and amount of consideration to be received by the

39

stockholders and whether there was fair dealing among the parties. The Delaware Supreme Court stated in Weinberger and Rabkin v. Philip A. Hunt Chemical Corp. that the remedy ordinarily available to minority stockholders in a cash-out merger is the right to appraisal described above. However, a damages remedy or injunctive relief may be available if a merger is found to be the product of procedural unfairness, including fraud, misrepresentation or other misconduct.

18.   Fees and Expenses.

Except as described below, neither the Offeror nor the Parent will pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will upon request be reimbursed by the Offeror for customary mailing and handling expenses incurred by them in forwarding material to their customers.

The Offeror has retained MacKenzie Partners, Inc. as Information Agent, Continental Stock Transfer & Trust Company as Depositary and Citigroup Global Markets Inc. as Dealer Manager in connection with the Offer. The Information Agent, the Depositary and Dealer Manager will receive reasonable and customary compensation for their services hereunder and reimbursement for their reasonable out-of-pocket expenses. The Information Agent, Depositary and Dealer Manager also will be indemnified by the Offeror against certain liabilities in connection with the Offer.

19.   Miscellaneous.

The Offer is not being made to, and tenders will not be accepted from or on behalf of, holders of Shares residing in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. In any jurisdiction where the securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of the Offeror other than as contained in this Offer to Purchase or in the Letter of Transmittal, and, if any such information or representation is given or made, it should not be relied upon as having been authorized by the Offeror.

The Offeror has filed with the SEC a statement on Schedule TO, pursuant to Rule 14d-3 promulgated under the Exchange Act, furnishing certain information with respect to the Offer. Such statement and any amendments thereto, including exhibits, may be examined and copies may be obtained at the same places and in the same manner as set forth with respect to the Company in Section 8 entitled “Certain Information Concerning the Company” of this Offer to Purchase.

ROXY ACQUISITION CORP.

August 17, 2007

40

ANNEX I

DIRECTORS AND EXECUTIVE OFFICERS OF THE PARENT AND THE OFFEROR

1.   Wipro Limited (the “Parent”)

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of the Parent are set forth below. The business address of each director and officer is in care of the Parent, Doddakannelli, Sarjapur Road, Bangalore, Karnataka 560035, India. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with the Parent.

None of the directors and officers of the Parent listed below has, during the past five years (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Unless otherwise indicated, all directors and officers listed below are citizens of India.

			Current Principal Occupation or Employment
Name	Age		and Five-Year Employment History
Directors:
Azim H. Premji*		61	Mr. Premji has served as the Parent’s Chief Executive Officer, Chairman of its Board of Directors and Managing Director (designated as Chairman) since September 1968. Mr. Premji holds a Bachelor of Science degree in Electrical Engineering from Stanford University.
Dr. Ashok S. Ganguly		71	Dr. Ganguly has served as a member of the Parent’s Board of Directors since 1999. He is also the Chairman of the Parent’s Board Governance and Compensation Committee. He is currently the Chairman of Firstsource Solutions Limited (formerly ICICI OneSource Ltd.) and ABP Pvt. Ltd. (Anandabazar Patrika) and has been a director on the Central Board of the Reserve Bank of India since November 2000. Dr. Ganguly also currently serves as a non-executive director of Mahindra & Mahindra Limited, ICICI Knowledge Park and Tata AIG Life Insurance Company Limited and is a director on the Advisory Board of Microsoft Corporation (India) Pvt Ltd. He is a member of the Prime Minister’s Council on Trade and Industry as well as the Investment Commission and the India-USA CEO Council, set up by the Prime Minister of India and the President of the United States. He is also a member of the National Knowledge Commission to the Prime Minister. He also served on the Board of Directors of British Airways PLC from 1996 to 2005. Mr. Ganguly’s principal business address is 6th Floor, Peninsula Chambers, G K Marg, Lower Parel, Mumbai, India.

A-1

			Current Principal Occupation or Employment
Name	Age		and Five-Year Employment History
B.C. Prabhakar		63	Mr. Prabhakar has served as a member of the Parent’s Board of Directors since February 1997. He has been a practicing lawyer since April 1970. Mr. Prabhakar holds a B.A. degree in Political Science and Sociology and an LL.B. degree from Mysore University. Mr. Prabhakar serves as a non-executive director of Automotive Axles Limited and 3M India Limited. His principal business address is No. 135A Surveyors Street, Basavangudi, Bangalore, India.
Dr. Jagdish N. Sheth		68	Dr. Sheth has served as a member of the Parent’s Board of Directors since January 1999. He has been a professor at Emory University since July 1991. Dr. Sheth is also a member of the Board of Directors of Cryo-Cell International, Inc., Adayana, Inc., Shasun Chemicals and Drugs Limited and Manipal AcuNova Pvt. Limited. Dr. Sheth holds a B. Com (Honors) degree from Madras University, an M.B.A. from the University of Pittsburgh and a Ph.D. in Behavioral Sciences from the University of Pittsburgh. Dr. Sheth is a citizen of the United States, and his principal business address is 1626 Mason Mill Road, Atlanta GA 30329, U.S.A.
Narayanan Vaghul		70	Mr. Vaghul has served as a member of the Parent’s Board of Directors since June 1997 and is currently the Chairman of its Audit Committee and its lead independent director. He served as the Chairman of the Board of Directors of ICICI Limited from September 1985 until its merger with ICICI Bank Limited, and he has continued to serve as the Chairman of the Board of Directors of the surviving entity since the merger. Mr. Vaghul is a member of the Board of Directors of Mahindra & Mahindra Limited, Mahindra World City Developers Ltd., Nicholas Piramal India, Ltd., Hemogenomics Pvt. Ltd., Himatsingka Seide Limited, Asset Reconstruction Company India Limited, Air India Engineering Services Limited, Azim Premji Foundation, Air India Air Transport Services Limited, Apollo Hospitals Enterprise Limited and Air India Limited. Mr. Vaghul is also the Chairman of the Compensation Committee of Mahindra & Mahindra Limited, Apollo Hospitals and Nicholas Piramal India Ltd. Mr. Vaghul is also a member of the Audit Committee of Arcelor Mittal, Air India Limited, Nicholas Piramal India Limited and Mahindra World City Developers Ltd. Mr. Vaghul holds a Bachelor (Honors) degree in Commerce from Madras University, and his principal business address is ICICI Bank Towers, 93, Santhome High Road, Chennai, India.

A-2

			Current Principal Occupation or Employment
Name	Age		and Five-Year Employment History
Bill Owens		67	Mr. Owens has been a member of the Parent’s Board of Directors since July 1, 2006. In addition, he currently serves as a member of the Board of Directors of Polycom, Inc., a media communications company; Daimler Chrysler AG, an automotive company; Embarq Corp.; Intelius Inc.; and Force 10 Networks Inc. From April 2004 to November 2005, Mr. Owens served as Chief Executive Officer and Vice Chairman of the Board of Directors of Nortel Networks Corporation, a networking communications company. From August 1998 to April 2004, Mr. Owens served as Chairman of the Board of Directors and Chief Executive Officer of Teledesic L.L.C., a satellite communications company. From June 1996 to August 1998, Mr. Owens served as President, Chief Operating Officer and Vice Chairman of the Board of Directors of Science Applications International Corporation (SAIC), a research and engineering firm. Mr. Owens holds an M.B.A. (Honors) degree from George Washington University, a B.S. degree in Mathematics from the U.S. Naval Academy and B.A. and M.A. degrees in Politics, Philosophy and Economics from Oxford University. Mr. Owens is a citizen of the United States, and his principal business address is 30/F Gloucester Tower, The Landmark, 15, Queens Road, Central, Hong Kong SAR.
Priya Mohan Sinha		66	Mr. Sinha has been a member of the Parent’s Board of Directors since January 1, 2002. He has served as the Chairman of PepsiCo India Holdings Private Limited and President of Pepsi Foods Ltd. since July 1992. From October 1981 to November 1992, he was on the Executive Board of Directors of Hindustan Lever Limited. From 1981 to 1985, he also served as Sales Director of Hindustan Lever. Currently, he is a member of the Board of Directors of ICICI Bank Limited, Bata India Limited, Indian Oil Corporation Limited, Lafarge India Pvt. Limited and Azim Premji Foundation. Mr. Sinha holds a B.A. degree from Patna University, and he has also attended the Advanced Management Program at the Sloan School of Management, Massachusetts Institute of Technology. Mr. Sinha is a citizen of the United States, and his principal business address is B787, Sushant Lok Phase 1, Gurgaon 122002, India.
Executive Officers:
Suresh C. Senapaty		50	Mr. Senapaty has served as the Parent’s Chief Financial Officer and Executive Vice President, Finance since January 1995 and has been employed by the Parent in other positions since April 1980. Mr. Senapaty holds a B. Com. degree from Utkal University in India and is a Fellow Member of the Institute of Chartered Accountants of India.

A-3

			Current Principal Occupation or Employment
Name	Age		and Five-Year Employment History
Pratik Kumar		41	Mr. Kumar has served as the Parent’s Executive Vice President, Human Resources since April 2002 and has been employed by the Parent in other positions since November 1991. Mr. Kumar holds a B.A. degree from Delhi University and an M.B.A. degree from Xavier Labour Relations Institute (XLRI), Jamshedpur, India.
Suresh Vaswani		47	Mr. Vaswani has served as the Parent’s President — Global IT Service Lines, Wipro Technologies and President of Wipro Infotech since December 2000. In addition, he has held a number of other positions at the Parent since June 1987. Mr. Vaswani holds a B.Tech. degree from the Indian Institute of Technology, Kharagpur and a Post Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad.
Vineet Agrawal		45	Mr. Agrawal has served as President — Wipro Consumer Care & Lighting since July 2002 and has been employed by the Parent in other positions since July 2002. Mr. Agrawal holds a B.Tech. degree from the Indian Institute of Technology, New Delhi, and an M.B.A from Bajaj Institute of Management Studies, Mumbai.
Ranjan Acharya		46	Mr. Acharya has served as Senior Vice President, Human Resource Development since April 2002 and has been employed by the Parent in other positions since July 1994. Mr. Acharya holds a B.S. degree from Pune University and an M.B.A degree from Symbiosis Institute of Business Management, Pune, India.
Girish S. Paranjpe		49	Mr. Paranjpe has served as President — Banking, Finance and Insurance Vertical, Wipro Technologies since October 2000 and has been employed by the Parent in other positions since July 1990. Mr. Paranjpe holds a B. Com. degree from Bombay University and is a Fellow Member of the Institute of Chartered Accountants of India and the Institute of Cost and Works Accountants of India.
Sudip Banerjee		47	Mr. Banerjee has served as President — Enterprise Solutions of Wipro Technologies since February 2002 and has been employed by the Parent in other positions since February 2002. Mr. Sudip holds a B.A. degree from Delhi University and a Diploma in Management from the All India Management Association.
Dr. A.L. Rao		58	Dr. Rao joined the Parent in August 1980 and has been President — Technology Services and Chief Operating Officer of Wipro Technologies since October 2000. Dr. Rao holds B.S., M.S. and Ph.D. degrees in Nuclear Physics from Andhra University in India.

A-4

			Current Principal Occupation or Employment
Name	Age		and Five-Year Employment History
Ramesh Emani		50	Mr. Emani joined the Parent in November 1983 and has served as President — Embedded Product Engineering Solutions, Wipro Technologies since October 2003. Mr. Emani holds a B.Tech. degree from Jawaharlal Nehru Technology University, Hyderabad and an M.Tech. degree from the Indian Institute of Technology, Kanpur.

* Serves as both an executive officer and director.

2.   Roxy Acquisition Corp. (the “Offeror”)

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of the Offeror are set forth below. Unless otherwise indicated, the business address of each director and officer is in care of the Parent, 11th Floor, 2 Tower Center Blvd., East Brunswick, New Jersey 08816. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with the Offeror.

None of the directors and officers of the Offeror listed below has, during the past five years (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Unless otherwise indicated, all directors and officers listed below are citizens of India.

			Current Principal Occupation or Employment
Name	Age		and Five-Year Employment History
Directors:
Suresh C. Senapaty		50	Mr. Senapaty has been a member of the Offeror’s Board of Directors since August 2007. Please see above under “Wipro Limited” for current principal occupation with Wipro and for five-year employment history.
Suresh Vaswani		47	Mr. Vaswani has been a member of the Offeror’s Board of Directors since August 2007. Please see above under “Wipro Limited” for current principal occupation with Wipro and for five-year employment history.
Sudip Nandy		49	Mr. Nandy has been a member of the Offeror’s Board of Directors since August 2007. He joined the Parent in May 1983 and is currently the Chief Strategy Officer. His principal business address is in care of the Parent, Doddakannelli, Sarjapur Road, Bangalore, Karnataka 560035, India.
P.R. Chandrasekar		52	Mr. Chandrasekar has been a member of the Offeror’s Board of Directors since August 2007. He joined the Parent in May 2000 and is currently President, Americas & Europe, Wipro. He has a degree in Mechanical Engineering from the Indian Institute of Technology, Madras, and an M.B.A. degree from the University of Bombay. Mr. Chandrasekar is a citizen of the United States of America.

A-5

			Current Principal Occupation or Employment
Name	Age		and Five-Year Employment History
Executive Officers:
Sridhar Ramasubbu		48	Mr. Ramasubbu has been President and Treasurer of the Offeror since August 2007. He joined the Parent in June 1989 and is currently Chief Financial Officer — Americas & Europe, Wipro Technologies. He is a citizen of the United States of America.
K.R. Lakshminarayana		41	Mr. Lakshminarayana has been Vice President and Secretary of the Offeror since August 2007. He joined the Parent in June 1995 and is currently Chief Financial Officer — Wipro Technologies. His principal business address is in care of the Parent, Doddakannelli, Sarjapur Road, Bangalore, Karnataka 560035, India.

A-6

The Letter of Transmittal and certificates for Shares and any other required documents should be sent to the Depositary at one of the addresses set forth below:

The Depositary for the Offer is:
Continental Stock Transfer & Trust Company

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Continental Stock Transfer & Trust Company Attention: Reorganization Department 17 Battery Place 8th Flr New York, NY 10004	For Eligible Institutions Only: Continental Stock Transfer & Trust Company Attention: Reorganization Department Facsimile: (212) 616-7610 For Confirmation Only Telephone: (212) 509-4000 extension 536	Continental Stock Transfer & Trust Company Attention: Reorganization Department 17 Battery Place 8th Flr New York, NY 10004

If you have questions or need additional copies of this Offer to Purchase or the Letter of Transmittal, you can call the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

E-mail: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Call Toll-Free: (866) 802-6608

Toll: (212) 816-9008

A-7

EX-99.(A)(1)(II)

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock
of
INFOCROSSING, INC.
Pursuant to the Offer to Purchase dated August 17, 2007
of
ROXY ACQUISITION CORP.,

an indirect wholly-owned subsidiary of

WIPRO LIMITED

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 17, 2007, UNLESS THE OFFER IS EXTENDED

PURSUANT TO THE MERGER AGREEMENT.

The Depositary for the Offer to Purchase is:

Continental Stock Transfer & Trust Company

By Mail or Overnight Courier:	By Facsimile Transmission	By Hand:
	(for eligible institutions only):
Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company
Attention: Reorganization Department	Attention: Reorganization Department	Attention: Reorganization Department
17 Battery Place 8th Flr	Facsimile: (212) 616-7610	17 Battery Place 8th Flr
New York, NY 10004	Confirm by phone: (212) 509-4000	New York, NY 10004
	extension 536

ALL QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION AGENT, MACKENZIE PARTNERS, INC., OR THE DEALER MANAGER, CITIGROUP GLOBAL MARKETS INC., AT THEIR RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS AS SET FORTH ON THE BACK COVER PAGE OF THE OFFER TO PURCHASE.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE DEPOSITARY WILL NOT CONSTITUTE A VALID DELIVERY.

THIS LETTER OF TRANSMITTAL AND THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s)	Share(s) Tendered
appear(s) on Share Certificate(s))	(Attach additional list if necessary)
		Total Number of
	Certificate	Shares Represented	Number of Shares
	Number(s)*	by Certificate(s)*	Tendered**
	Total Shares
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4.

2

This Letter of Transmittal is to be used if certificates are to be forwarded herewith or, unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, if delivery of Shares (as defined below) is to be made by book-entry transfer to the Depositary’s account at The Depository Trust Company, the Book-Entry Transfer Facility, pursuant to the procedures set forth in Section 3 of the Offer to Purchase.

Holders of outstanding shares of common stock, par value $0.01 per share, of Infocrossing, Inc. (the “Shares”), whose certificates for such Shares are not immediately available or who cannot deliver such certificates and all other required documents to the Depositary on or prior to the expiration of the Offer, or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2 to this Letter of Transmittal. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

o	CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9.
o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution­ ­
	Account Number­ ­
	Transaction Code Number­ ­
o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
	Name(s) of Tendering Stockholder(s) ­ ­
	Date of Execution of Notice of Guaranteed Delivery ­ ­, 2007
	Name of Institution which Guaranteed Delivery­ ­
	If delivery is by book-entry transfer:
	Name of Tendering Institution­ ­
	Account Number­ ­
	Transaction Code Number­ ­

3

Ladies and Gentlemen:

The undersigned hereby tenders to Roxy Acquisition Corp., a Delaware corporation (the “Offeror”) and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”), the above-described shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), pursuant to the Offeror’s offer to purchase all outstanding Shares at $18.70 per Share (or any higher price per Share that is paid in the tender offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 17, 2007 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated August 6, 2007, by and among the Offeror, the Parent and the Company (as it may be amended from time to time, the “Merger Agreement”). The Offer expires at 11:59 p.m., New York City time, on Monday, September 17, 2007, unless extended as described in the Offer to Purchase (as extended, the “Expiration Date”). The Offeror reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment.

Upon the terms and subject to the conditions of the Offer and effective upon acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Offeror all right, title and interest in and to all the Shares that are being tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof on or after the date hereof) and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all such other Shares or securities), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and all such other Shares or securities), or transfer ownership of such Shares (and all such other Shares or securities) on the account books maintained by The Depository Trust Company (the “Book-Entry Transfer Facility”), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Offeror, (ii) present such Shares (and all such other Shares or securities) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all such other Shares or securities), all in accordance with the terms of the Offer.

The undersigned hereby irrevocably appoints the Board of Directors of the Offeror, or any of them, the attorneys and proxies of the undersigned, each with full power of substitution, to exercise all voting, consent and other rights of the undersigned in such manner as each such attorney and proxy or his or her substitute shall in his or her sole discretion deem proper, with respect to all of the Shares tendered hereby which have been accepted for payment by the Offeror prior to the time of any vote or other action (and any and all other Shares or other securities issued or issuable in respect thereof on or after the date hereof), at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned meeting), or otherwise. This proxy is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by the Offeror in accordance with the terms of the Offer. Such acceptance for payment shall revoke any other proxy granted by the undersigned at any time with respect to such Shares (and all such other Shares or securities), and no subsequent proxies will be given by the undersigned (and if given, will not be deemed to be effective).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered herein (and any and all other Shares or other securities issued or issuable in respect thereof on or after the date hereof) and that when the same are accepted for payment by the Offeror, the Offeror will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Offeror to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and all such other Shares or securities).

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable.

The undersigned understands that tenders of the Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the Offer.

4

Unless otherwise indicated under “Special Payment Instructions”, please issue the check for the purchase price of any Shares purchased, and return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of the Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under “Special Delivery Instructions”, please mail the check for the purchase price of any Shares purchased and any certificates for the Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the purchase price of any Shares purchased and return any Shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated. The undersigned recognizes that the Offeror has no obligation, pursuant to the “Special Payment Instructions”, to transfer any Shares from the name of the registered holder(s) thereof if the Offeror does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 6, 7 and 8)

To be completed ONLY if the check for the purchase price of the Shares purchased (less the amount of any Federal income and backup withholding tax required to be withheld) or certificates for the Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned.

Issue o  Check o  Certificates to:

Name

(Please Print)

Address

(Zip Code)

Taxpayer Identification Number

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 6, 7 and 8)

To be completed ONLY if the check for the purchase price of the Shares purchased (less the amount of any Federal income and backup withholding tax required to be withheld) or certificates for the Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

Mail     o  Check o  Certificates to:

Name

(Please Print)

Address

(Zip Code)

5

SIGN HERE
(Please complete Substitute Form W-9 or Form W-8BEN, as applicable, below)

Signature(s) of Stockholder(s)

Dated ­ ­, 2007

Name(s)

(Please Print)

Capacity (full title)

Address

(Zip Code)

Area Code and Telephone Number

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

GUARANTEE OF SIGNATURE(S)
(If required; see Instructions 1 and 5)
(For use by Eligible Institutions only.
Place medallion guarantee in space below)

Name of Firm

Address

(Zip Code)

Authorized Signature

Name

(Please Print)

Area Code and Telephone Number

Dated ­ ­, 2007

6

SUBSTITUTE	Part I Taxpayer Identification No. — For All Accounts		Part II For Payees Exempt From Backup With-holding (see enclosed Guidelines)
FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification No.	Enter your taxpayer identification number in the appropriate box. For most individuals and sole proprietors, this is your social security number. For other entities, it is your employer identification number. If you do not have a number, see “How to Obtain a TIN” in the enclosed Guidelines. Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine what number to enter.	Social Security Number OR Employee Identification Number
Part III Certification — Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number or I am waiting for a number to be issued to me;
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item (2) does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.
SIGNATURE ­ ­  DATE ­ ­, 2007 ­ ­

7

Form W-8BEN
(Rev. December 2006)
Department of the Treasury
Internal Revenue Service Certificate of Foreign Status of Beneficial Owner
for United States Tax Withholding
► Section references are to the Internal Revenue Code.
► See separate instructions.
► Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545-1621

Do not use this form for: Instead, use Form:

• A U.S. citizen or other U.S. person, including a resident alien individual	W-9
• A person claiming that income is effectively connected with the conduct of a trade or business in the United States	W-8ECI
• A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions)	W-8ECI or W-8IMY
• A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions)	W-8ECI or W-8EXP
Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding.
• A person acting as an intermediary	W-8IMY

Note: See instructions for additional exceptions.

 Part I

     Identification of Beneficial Owner (See instructions.)

1 Name of individual or organization that is the beneficial owner 2  Country of incorporation or organization

3	Type of beneficial owner:	o Individual	o Corporation	o Disregarded entity	o Partnership	o Simple trust
	o Grantor trust	o Complex trust	o Estate	o Government	o International organization
	o Central bank of issue	o Tax-exempt organization	o Private foundation

4	Permanent resident address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
	City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)
5	Mailing address (if different from above)
	City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)

6	U.S. taxpayer identification number, if required (see instructions)	7 Foreign tax identifying number, if any (optional)
	o SSN or ITIN  o EIN
8	Reference number(s) (see instructions)

 Part II

     Claim of Tax Treaty Benefits (if applicable)

9	I certify that (check all that apply):
a	o	The beneficial owner is a resident of           within the meaning of the income tax treaty between the United States and that country.
b	o	If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).
c	o	The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).
d	o	The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).
e	o	The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000.
10	Special rates and conditions (if applicable — see instructions): The beneficial owner is claiming the provisions of Article           of the treaty identified on the line 9a above to claim a          % rate of withholding on (specify type of income): ­ ­
	Explain the reasons the beneficial owner meets the terms of the treaty article: ­ ­

 Part III

     Notional Principal Contracts

11 o I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required.

 Part IV

     Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

1	I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,
2	The beneficial owner is not a U.S. person,
3	The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and

4  For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Sign Here    ►
	Signature of beneficial owner (or individual authorized to sign for beneficial owner)	Date (MM-DD-YYYY)	Capacity in which acting

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN(Rev. 2-2006)

NOTE:  FAILURE TO COMPLETE AND RETURN THE FORM W-9 OR THE FORM W-8BEN, AS APPLICABLE, MAY RESULT IN BACKUP WITHHOLDING TAX BEING WITHHELD ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 AND INSTRUCTIONS FOR FORM W-8BEN FOR ADDITIONAL DETAILS.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures.  Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the Shares) tendered herewith and such holder(s) has not completed the box entitled “Special Payment Instructions” on this Letter of Transmittal, or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Shares.  This Letter of Transmittal is to be used either if certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or in the case of a book-entry transfer, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date. Stockholders who cannot deliver their Shares and all other required documents to the Depositary by the Expiration Date must tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Offeror must be received by the Depositary by the Expiration Date; and (iii) the certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three (3) New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The method of delivery of the Shares and all other required documents, including through the Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder. If certificates for the Shares are sent by mail, registered mail with return receipt requested, properly insured, is recommended.

No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. By executing this Letter of Transmittal, the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space.  If the space provided herein is inadequate, the certificate numbers and/or the number of the Shares should be listed on a separate schedule attached hereto.

4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer).  If fewer than all Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the Shares represented by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the boxes entitled “Special Payment Instructions” or “Special Delivery Instructions,” as the case may be, on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers; Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of the certificates.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, or if payment is to be made to a person other than the registered owner or owners, then certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Offeror of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes.  The Offeror will pay any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Shares to the Offeror pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

7. Special Payment and Delivery Instructions.  If the check for the purchase price of any Shares purchased is to be issued, or any Shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders tendering Shares by book-entry transfer may request that Shares not purchased be credited to such account at the Book-Entry Transfer Facility as such stockholder may designate under “Special Payment Instructions.” If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above.

8. Substitute Form W-9 or Form W-8BEN.  Under the U.S. federal income tax laws, the Depositary will be required to withhold 28% of the amount of any payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder, and, if applicable, each other payee, must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number and certify that such stockholder or payee is not subject to such backup withholding by completing the Substitute Form W-9 OR Form W-8BEN, as applicable. In general, if a stockholder or payee is an individual, the taxpayer identification number is the social security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the stockholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain stockholders or payees (including, among others, certain corporations and foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such stockholder or payee must submit a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholdings, or such other Form W-8 as may be applicable, to the Depositary. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Failure to complete the Substitute Form W-9 or Form W-8BEN will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. Failure to complete and return the Substitute Form W-9 or Form W-8BEN may result in backup withholding of 28% of any payments made to such a person failing to return a completed Substitute Form W-9 or Form W-8BEN pursuant to the Offer. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 or the Instructions for Form W-8BEN for additional details.

9. Mutilated, Lost, Stolen or Destroyed Certificates.  If the certificate(s) representing Shares to be tendered have been mutilated, lost, stolen or destroyed, stockholders should (i) complete this Letter of Transmittal and check the appropriate box above and (ii) contact the Company’s Transfer Agent, Continental Stock Transfer & Trust Company immediately by calling (212) 509-4000. The Transfer Agent will provide such stockholder with all necessary forms and instructions to replace any such mutilated, lost, stolen or destroyed certificates. The stockholder may be required to give the Offeror a bond as indemnity against any claim that may be made against it with respect to the certificate(s) alleged to have been mutilated, lost, stolen or destroyed.

10. Requests for Assistance or Additional Copies.  Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016

(212) 929-5500 (Call Collect)
Or
Call Toll-Free (800) 322-2885
Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Call Toll-Free: (866) 802-6608
Toll: (212) 816-9008

EX-99.(A)(1)(III)

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
of
INFOCROSSING, INC.
Pursuant to the Offer to Purchase Dated August 17, 2007
of
ROXY ACQUISITION CORP.,
an indirect wholly-owned subsidiary of
WIPRO LIMITED

This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common stock, par value $0.01 per share, of Infocrossing, Inc. and any other documents required by the Letter of Transmittal cannot be delivered to the Depositary by the expiration of the Offer. Such form may be delivered by hand, or transmitted by facsimile transmission, or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer to Purchase is:

Continental Stock Transfer & Trust Company

By Mail or Overnight Courier:	By Facsimile Transmission (for eligible institutions only):	By Hand:
Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company
Attention: Reorganization Department	Attention: Reorganization Department	Attention: Reorganization Department
17 Battery Place 8th Flr	Facsimile: (212) 616-7610	17 Battery Place 8th Flr
New York, NY 10004	Confirm by phone: (212) 509-4000	New York, NY 10004
	extension 536

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

o  CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tenders to Roxy Acquisition Corp., a Delaware corporation (the “Offeror”) and an indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 17, 2007 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged,            shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. The Offer is being made in connection with the Agreement and Plan of Merger, dated August 6, 2007, by and among the Offeror, the Parent and the Company.

Certificate Numbers (if available)	SIGN HERE
	Signature(s)
	(Name(s)) (Please Print)
	(Addresses)
If delivery will be by book-entry transfer:
Name of Tendering Institution
	(Zip Code)
Account Number
	(Area Code and Telephone Number)

2

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal and certificates for the Shares to be tendered or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three (3) New York Stock Exchange trading days of the date hereof.

(Name of Firm)

(Address)

(Zip Code)

(Authorized Signature)

(Name)

(Area Code and Telephone Number)

Dated:                     , 2007

 

3

EX-99.(A)(1)(IV)

Exhibit (a)(1)(iv)

OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock of
INFOCROSSING, INC.
at
$18.70 Net Per Share
by
ROXY ACQUISITION CORP.,
an indirect wholly-owned subsidiary of
WIPRO LIMITED

August 17, 2007

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Roxy Acquisition Corp., a Delaware corporation (the “Offeror”) and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”), is making an offer to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), at $18.70 per Share (or any higher price per Share that is paid in the tender offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offeror’s Offer to Purchase dated August 17, 2007 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated August 6, 2007, by and among the Offeror, the Parent and the Company (as it may be amended from time to time, the “Merger Agreement”).

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Offer to Purchase dated August 17, 2007;

2. Letter of Transmittal, including a Substitute Form W-9 and Form W-8BEN, for your use and for the information of your clients;

3. Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Continental Stock Transfer & Trust Company, the Depositary for the Offer, by the expiration of the Offer;

4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding;

6. Instructions for the Requestor of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY providing information relating to backup federal income tax withholding for non-U.S. stockholders;

7. A letter to stockholders of the Company from Zach Lonstein, Chairman and Chief Executive Officer of the Company, together with a Solicitation/Recommendation Statement on Schedule 14D-9, dated August 17, 2007, which has been filed with the Securities and Exchange Commission and includes the recommendation of the Board of Directors of the Company that stockholders accept the Offer and tender their Shares pursuant to the Offer; and

8. Return envelope addressed to the Depositary.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 17, 2007, UNLESS THE OFFER IS EXTENDED PURSUANT TO THE MERGER AGREEMENT.

The Offeror will not pay any fees or commissions to any broker, dealer or other person (other than MacKenzie Partners, Inc. (the “Information Agent”), Citigroup Global Markets Inc. (the “Dealer Manager”) or the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. However, upon request, the Offeror will reimburse brokers, dealers, banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Offeror will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

In order to accept the Offer, a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents, must be received by the Depositary by 11:59 p.m., New York City time, on Monday, September 17, 2007.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

ROXY ACQUISITION CORP.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE OFFEROR, THE PARENT, THE INFORMATION AGENT, THE DEALER MANAGER OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2

EX-99.(A)(1)(V)

Exhibit (a)(1)(v)

OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
INFOCROSSING, INC.
at
$18.70 Net Per Share
by
ROXY ACQUISITION CORP.,
an indirect wholly-owned subsidiary of
WIPRO LIMITED

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated August 17, 2007 (which, together with any amendments or supplements thereto, collectively constitute the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by Roxy Acquisition Corp., a Delaware corporation (the “Offeror”) and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”), to purchase for cash all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”). The Offer is being made in connection with the Agreement and Plan of Merger, dated August 6, 2007, by and among the Offeror, the Parent and the Company (as it may be amended from time to time, the “Merger Agreement”). We are the holder of record of the Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

Your attention is directed to the following:

1. The tender price is $18.70 per Share (or any higher price per Share that is paid in the Offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes;

2. The Offer and withdrawal rights expire at 11:59 p.m., New York City time, on Monday, September 17, 2007, unless the Offer is extended pursuant to the Merger Agreement (as extended, the “Expiration Date”);

3. The Offer is conditioned upon, among other things (i) there being validly tendered and not withdrawn prior to the scheduled expiration of the Offer (as it may be extended from time to time pursuant to the terms of the Merger Agreement) a number of Shares that, together with all other Shares (if any) beneficially owned by the Parent and its controlled affiliates, including the Offeror, represents at least one Share more than a majority of all Shares then outstanding on a fully diluted basis (which means, as of any time, the number of Shares outstanding, together with all Shares (if any) which the Company would be required to issue pursuant to then-outstanding options, rights and convertible securities (if any) with an exercise price that is equal to or less than $18.70 per Share (or any higher price per Share that is paid in the Offer), but only to the extent then exercisable or exercisable within ninety (90) days following the Expiration Date, assuming that all conditions to such exercisability would be satisfied within such ninety (90) day period); (ii) any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated and any other material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by the Parent having been received (or deemed to have been received by virtue of the expiration or termination of any applicable waiting period), either unconditionally or on terms reasonably satisfactory to the Parent; (iii) no governmental authority issuing an order or taking other action prohibiting, restraining or enjoining the consummation of the transactions contemplated by the Merger Agreement (including the Offer and the Merger); and (iv) the non-occurrence of a “material adverse effect” on the Company (as such term is defined in the Merger Agreement). If any of these conditions is not satisfied at or prior to the scheduled expiration of the Offer, the Offeror (a) will not be required to accept for payment or, subject to any applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), pay for Shares that are tendered in the Offer, and (b) may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any Shares that are tendered in the Offer. The Parent or the Offeror may waive any

of the conditions to the Offer, except for the condition described in clause (i) above, which may be waived only with the prior written consent of the Company. The Offer is not conditioned upon the Parent or the Offeror obtaining financing; and

4. Any stock transfer taxes applicable to the sale of the Shares to the Offeror pursuant to the Offer will be paid by the Offeror, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

The Offer is not being made to, and tenders will not be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

2

Instruction Form with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Infocrossing, Inc.
by Roxy Acquisition Corp.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated August 17, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal, in connection with the offer by Roxy Acquisition Corp. to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc.

This will instruct you to tender the number of Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.

Number of Shares to be Tendered*	SIGN HERE
Account Number
	Signature(s)
	Name(s)
	Address(es)
Dated           , 2007	(Zip Code)

* Unless otherwise indicated, it will be assumed that all Shares held for the undersigned’s account are to be tendered.

3

EX-99.(A)(1)(VI)

Exhibit (a)(1)(vi)

GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Offeror — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Offeror.

		Give the SOCIAL
		SECURITY number
For this type of account		of:
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship account or Single Member LLC	The owner(3)

		Give the EMPLOYER
		IDENTIFICATION number
For this type of account:		of:
6.	Sole proprietorship account or Single Member LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
8.	Corporate account	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization account	The organization
10.	Partnership account	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.

(2)	Circle the minor’s name and furnish the minor’s Social Security number.
(3)	You must show your individual name, and you may also enter your business or “doing business as” name on the second line. You may use either your Social Security number or Employer Identification number (if you have one). If you are a sole proprietor, the Internal Revenue Service encourages you to use your Social Security number.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the Tax Identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1 of the Form W-9.

NOTE:  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

How to Obtain a TIN

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (“IRS”) and apply for a number.

Payees Exempt from Backup Withholding

Payees exempt from backup withholding on all payments include the following:

•  An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).

•  The United States or any of its agencies or instrumentalities.

•  A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

•  A foreign government or any of its political subdivisions, agencies, or instrumentalities.

•  An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

•  A corporation.

•  A foreign central bank of issue.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A real estate investment trust.

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A common trust fund operated by a bank under section 584(a).

•  A financial institution.

•  A middleman known in the investment community as a nominee or custodian.

•  A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade of business and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•  Payments described in section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM IN PART II, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Certain payments, other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045 and 6050A.

Privacy Act Notice. — Section 6109 requires most recipients of dividend, interest or other payments to give their correct taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% (or such other rate specified by the Internal Revenue Code) of taxable interest, dividend and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.

EX-99.(A)(1)(VII)

Exhibit (a)(1)(vii)

Instructions for Form

W-8BEN

(Rev. February 2006)

Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

For definitions of terms used throughout these instructions, see Definitions on pages 3 and 4.

Purpose of form.  Foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that consists of:

•  Interest (including certain original issue discount (OID));

•  Dividends;

•  Rents;

•  Royalties;

•  Premiums;

•  Annuities;

•  Compensation for, or in expectation of, services performed;

•  Substitute payments in a securities lending transaction; or

•  Other fixed or determinable annual or periodical gains, profits, or income.

This tax is imposed on the gross amount paid and is generally collected by withholding under section 1441 or 1442 on that amount. A payment is considered to have been made whether it is made directly to the beneficial owner or to another person, such as an intermediary, agent, or partnership, for the benefit of the beneficial owner.

In addition, section 1446 requires a partnership conducting a trade or business in the United States to withhold tax on a foreign partner’s distributive share of the partnership’s effectively connected taxable income. Generally, a foreign person that is a partner in a partnership that submits a Form W-8 for purposes of section 1441 or 1442 will satisfy the documentation requirements under section 1446 as well. However, in some cases the documentation requirements of sections 1441 and 1442 do not match the documentation requirements of section 1446. See Regulations sections 1.1446-1 through 1.1446-6. Further, the owner of a disregarded entity, rather than the disregarded entity itself, shall submit the appropriate Form W-8 for purposes of section 1446.

If you receive certain types of income, you must provide Form W-8BEN to:

•  Establish that you are not a U.S. person;

•  Claim that you are the beneficial owner of the income for which Form W-8BEN is being provided or a partner in a partnership subject to section 1446; and

•  If applicable, claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty.

You may also be required to submit Form W-8BEN to claim an exception from domestic information reporting and backup withholding for certain types of income that are not subject to foreign-person withholding. Such income includes:

•  Broker proceeds.

•  Short-term (183 days or less) original issue discount (OID).

•  Bank deposit interest.

•  Foreign source interest, dividends, rents, or royalties.

•  Proceeds from a wager placed by a nonresident alien individual in the games of blackjack, baccarat, craps, roulette, or big-6 wheel.

You may also use Form W-8BEN to certify that income from a notional principal contract is not effectively connected with the conduct of a trade or business in the United States.

A withholding agent or payer of the income may rely on a properly completed Form W-8BEN to treat a payment associated with the Form W-8BEN as a payment to a foreign person who beneficially owns the amounts paid. If applicable, the withholding agent may rely on the Form W-8BEN to apply a reduced rate of withholding at source.

Provide Form W-8BEN to the withholding agent or payer before income is paid or credited to you. Failure to provide a Form W-8BEN when requested may lead to

Cat. No. 25576H

withholding at a 30% rate (foreign-person withholding) or the backup withholding rate.

Additional information.  For additional information and instructions for the withholding agent, see the Instructions for the Requester of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.

Who must file.  You must give Form W-8BEN to the withholding agent or payer if you are a foreign person and you are the beneficial owner of an amount subject to withholding. Submit Form W-8BEN when requested by the withholding agent or payer whether or not you are claiming a reduced rate of, or exemption from, withholding.

Do not use Form W-8BEN if:

•  You are a U.S. citizen (even if you reside outside the United States) or other U.S. person (including a resident alien individual). Instead, use Form W-9, Request for Taxpayer Identification Number and Certification.

•  You are a disregarded entity with a single owner that is a U.S. person and you are not a hybrid entity claiming treaty benefits. Instead, provide Form W-9.

•  You are a nonresident alien individual who claims exemption from withholding on compensation for independent or dependent personal services performed in the United States. Instead, provide Form 8233, Exemption from Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual, or Form W-4, Employee’s Withholding Allowance Certificate.

•  You are receiving income that is effectively connected with the conduct of a trade or business in the United States, unless it is allocable to you through a partnership. Instead, provide Form W-8ECI, Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States. If any of the income for which you have provided a Form W-8BEN becomes effectively connected, this is a change in circumstances and Form W-8BEN is no longer valid. You must file Form W-8ECI. See Change in circumstances on this page.

•  You are filing for a foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession claiming the applicability of section 115(2), 501(c), 892, 895, or 1443(b). Instead, provide Form W-8EXP, Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding. However, you should use Form W-8BEN if you are claiming treaty benefits or are providing the form only to claim you are a foreign person exempt from backup withholding. You should use Form W-8ECI if you received effectively connected income (for example, income from commercial activities).

•  You are a foreign flow-through entity, other than a hybrid entity, claiming treaty benefits. Instead, provide Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding. However, if you are a partner, beneficiary, or owner of a flow-through entity and you are not yourself a flow-through entity, you may be required to furnish a Form W-8BEN to the flow-through entity.

•  You are a disregarded entity for purposes of section 1446. Instead, the owner of the entity must submit the form.

•  You are a reverse hybrid entity transmitting beneficial owner documentation provided by your interest holders to claim treaty benefits on their behalf. Instead, provide Form W-8IMY.

•  You are a withholding foreign partnership or a withholding foreign trust within the meaning of sections 1441 and 1442 and the accompanying regulations. A withholding foreign partnership or a withholding foreign trust is a foreign partnership or trust that has entered into a withholding agreement with the IRS under which it agrees to assume primary withholding responsibility for each partner’s, beneficiary’s, or owner’s distributive share of income subject to withholding that is paid to the partnership or trust. Instead, provide Form W-8IMY.

•  You are acting as an intermediary (that is, acting not for your own account, but for the account of others as an agent, nominee, or custodian). Instead, provide Form W-8IMY.

•  You are a foreign partnership or foreign grantor trust for purposes of section 1446. Instead, provide Form W-8IMY and accompanying documentation. See Regulations sections 1.1446-1 through 1.1446-6.

Giving Form W-8BEN to the withholding agent. Do not send Form W-8BEN to the IRS. Instead, give it to the person who is requesting it from you. Generally, this will be the person from whom you receive the payment, who credits your account, or a partnership that allocates income to you. Give Form W-8BEN to the person requesting it before the payment is made to you, credited to your account or allocated. If you do not provide this form, the withholding agent may have to withhold at the 30% rate, backup withholding rate, or the

-2-

rate applicable under section 1446. If you receive more than one type of income from a single withholding agent for which you claim different benefits, the withholding agent may, at its option, require you to submit a Form W-8BEN for each different type of income. Generally, a separate Form W-8BEN must be given to each withholding agent.

Note.  If you own the income or account jointly with one or more other persons, the income or account will be treated by the withholding agent as owned by a foreign person if Forms W-8BEN are provided by all of the owners. If the withholding agent receives a Form W-9 from any of the joint owners, the payment must be treated as made to a U.S. person.

Change in circumstances.  If a change in circumstances makes any information on the Form W-8BEN you have submitted incorrect, you must notify the withholding agent or payer within 30 days of the change in circumstances and you must file a new Form W-8BEN or other appropriate form.

If you use Form W-8BEN to certify that you are a foreign person, a change of address to an address in the United States is a change in circumstances. Generally, a change of address within the same foreign country or to another foreign country is not a change in circumstances. However, if you use Form W-8BEN to claim treaty benefits, a move to the United States or outside the country where you have been claiming treaty benefits is a change in circumstances. In that case, you must notify the withholding agent or payer within 30 days of the move.

If you become a U.S. citizen or resident alien after you submit Form W-8BEN, you are no longer subject to the 30% withholding rate or the withholding tax on a foreign partner’s share of effectively connected income. You must notify the withholding agent or payer within 30 days of becoming a U.S. citizen or resident alien. You may be required to provide a Form W-9. For more information, see Form W-9 and instructions.

Expiration of Form W-8BEN.  Generally, a Form W-8BEN provided without a U.S. taxpayer identification number (TIN) will remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. For example, a Form W-8BEN signed on September 30, 2005, remains valid through December 31, 2008. A Form W-8BEN furnished with a U.S. TIN will remain in effect until a change in circumstances makes any information on the form incorrect, provided that the withholding agent reports on Form 1042-S at least one payment annually to the beneficial owner who provided the Form W-8BEN. See the instructions for line 6 beginning on page 4 for circumstances under which you must provide a U.S. TIN.

Definitions

Beneficial owner.  For payments other than those for which a reduced rate of withholding is claimed under an income tax treaty, the beneficial owner of income is generally the person who is required under U.S. tax principles to include the income in gross income on a tax return. A person is not a beneficial owner of income, however, to the extent that person is receiving the income as a nominee, agent, or custodian, or to the extent the person is a conduit whose participation in a transaction is disregarded. In the case of amounts paid that do not constitute income, beneficial ownership is determined as if the payment were income.

Foreign partnerships, foreign simple trusts, and foreign grantor trusts are not the beneficial owners of income paid to the partnership or trust. The beneficial owners of income paid to a foreign partnership are generally the partners in the partnership, provided that the partner is not itself a partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of income paid to a foreign simple trust (that is, a foreign trust that is described in section 651(a)) are generally the beneficiaries of the trust, if the beneficiary is not a foreign partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of a foreign grantor trust (that is, a foreign trust to the extent that all or a portion of the income of the trust is treated as owned by the grantor or another person under sections 671 through 679) are the persons treated as the owners of the trust. The beneficial owners of income paid to a foreign complex trust (that is, a foreign trust that is not a foreign simple trust or foreign grantor trust) is the trust itself.

For purposes of section 1446, the same beneficial owner rules apply, except that under section 1446 a foreign simple trust rather than the beneficiary provides the form to the partnership.

The beneficial owner of income paid to a foreign estate is the estate itself.

Note.  A payment to a U.S. partnership, U.S. trust, or U.S. estate is treated as a payment to a U.S. payee that is not subject to 30% withholding. A U.S. partnership, trust, or estate should provide the withholding agent with a Form W-9. For purposes of section 1446, a U.S. grantor trust or disregarded entity shall not provide the

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withholding agent a Form W-9 in its own right. Rather, the grantor or other owner shall provide the withholding agent the appropriate form.

Foreign person.  A foreign person includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, and any other person that is not a U.S. person. It also includes a foreign branch or office of a U.S. financial institution or U.S. clearing organization if the foreign branch is a qualified intermediary. Generally, a payment to a U.S. branch of a foreign person is a payment to a foreign person.

Nonresident alien individual.  Any individual who is not a citizen or resident alien of the United States is a nonresident alien individual. An alien individual meeting either the “green card test” or the “substantial presence test” for the calendar year is a resident alien. Any person not meeting either test is a nonresident alien individual. Additionally, an alien individual who is a resident of a foreign country under the residence article of an income tax treaty, or an alien individual who is a bona fide resident of Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, or American Samoa is a nonresident alien individual. See Pub. 519, U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status.

 Even though a nonresident alien individual married to a U.S. citizen or resident alien may choose to be treated as a resident alien for certain purposes (for example, filing a joint income tax return), such individual is still treated as a nonresident alien for withholding tax purposes on all income except wages.

Flow-through entity.  A flow-through entity is a foreign partnership (other than a withholding foreign partnership), a foreign simple or foreign grantor trust (other than a withholding foreign trust), or, for payments for which a reduced rate of withholding is claimed under an income tax treaty, any entity to the extent the entity is considered to be fiscally transparent (see below) with respect to the payment by an interest holder’s jurisdiction.

For purposes of section 1446, a foreign partnership or foreign grantor trust must submit Form W-8IMY to establish the partnership or grantor trust as a look through entity. The Form W-8IMY may be accompanied by this form or another version of Form W-8 or Form W-9 to establish the foreign or domestic status of a partner or grantor or other owner. See Regulations section 1.1446-1.

Hybrid entity.  A hybrid entity is any person (other than an individual) that is treated as fiscally transparent (see below) in the United States but is not treated as fiscally transparent by a country with which the United States has an income tax treaty. Hybrid entity status is relevant for claiming treaty benefits. See the instructions for line 9c on page 5.

Reverse hybrid entity.  A reverse hybrid entity is any person (other than an individual) that is not fiscally transparent under U.S. tax law principles but that is fiscally transparent under the laws of a jurisdiction with which the United States has an income tax treaty. See the instructions for line 9c on page 5.

Fiscally transparent entity.  An entity is treated as fiscally transparent with respect to an item of income for which treaty benefits are claimed to the extent that the interest holders in the entity must, on a current basis, take into account separately their shares of an item of income paid to the entity, whether or not distributed, and must determine the character of the items of income as if they were realized directly from the sources from which realized by the entity. For example, partnerships, common trust funds, and simple trusts or grantor trusts are generally considered to be fiscally transparent with respect to items of income received by them.

Disregarded entity.  A business entity that has a single owner and is not a corporation under Regulations section 301.7701-2(b) is disregarded as an entity separate from its owner.

A disregarded entity shall not submit this form to a partnership for purposes of section 1446. Instead, the owner of such entity shall provide appropriate documentation. See Regulations section 1.1446-1.

Amounts subject to withholding.  Generally, an amount subject to withholding is an amount from sources within the United States that is fixed or determinable annual or periodical (FDAP) income. FDAP income is all income included in gross income, including interest (as well as OID), dividends, rents, royalties, and compensation. FDAP income does not include most gains from the sale of property (including market discount and option premiums).

For purposes of section 1446, the amount subject to withholding is the foreign partner’s share of the partnership’s effectively connected taxable income.

Withholding agent.  Any person, U.S. or foreign, that has control, receipt, or custody of an amount subject to withholding or who can disburse or make payments of an amount subject to withholding is a withholding agent. The withholding agent may be an individual, corporation, partnership, trust, association, or any other entity,

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including (but not limited to) any foreign intermediary, foreign partnership, and U.S. branches of certain foreign banks and insurance companies. Generally, the person who pays (or causes to be paid) the amount subject to withholding to the foreign person (or to its agent) must withhold.

For purposes of section 1446, the withholding agent is the partnership conducting the trade or business in the United States. For a publicly traded partnership, the withholding agent may be the partnership, a nominee holding an interest on behalf of a foreign person, or both. See Regulations sections 1.1446-1 through 1.1446-6.

Specific Instructions

 A hybrid entity should give Form W-8BEN to a withholding agent only for income for which it is claiming a reduced rate of withholding under an income tax treaty. A reverse hybrid entity should give Form W-8BEN to a withholding agent only for income for which no treaty benefit is being claimed.

Part I

Line 1.  Enter your name. If you are a disregarded entity with a single owner who is a foreign person and you are not claiming treaty benefits as a hybrid entity, this form should be completed and signed by your foreign single owner. If the account to which a payment is made or credited is in the name of the disregarded entity, the foreign single owner should inform the withholding agent of this fact. This may be done by including the name and account number of the disregarded entity on line 8 (reference number) of the form. However, if you are a disregarded entity that is claiming treaty benefits as a hybrid entity, this form should be completed and signed by you.

Line 2.  If you are a corporation, enter the country of incorporation. If you are another type of entity, enter the country under whose laws you are created, organized, or governed. If you are an individual, enter N/A (for “not applicable”).

Line 3.  Check the one box that applies. By checking a box, you are representing that you qualify for this classification. You must check the box that represents your classification (for example, corporation, partnership, trust, estate, etc.) under U.S. tax principles. Do not check the box that describes your status under the law of the treaty country. If you are a partnership or disregarded entity receiving a payment for which treaty benefits are being claimed, you must check the “Partnership” or “Disregarded entity” box. If you are a sole proprietor, check the “Individual” box, not the “Disregarded entity” box.

 Only entities that are tax-exempt under section 501 should check the “Tax-exempt organization” box. Such organizations should use Form W-8BEN only if they are claiming a reduced rate of withholding under an income tax treaty or some code exception other than section 501. Use Form W-8EXP if you are claiming an exemption from withholding under section 501.

Line 4.  Your permanent residence address is the address in the country where you claim to be a resident for purposes of that country’s income tax. If you are giving Form W-8BEN to claim a reduced rate of withholding under an income tax treaty, you must determine your residency in the manner required by the treaty. Do not show the address of a financial institution, a post office box, or an address used solely for mailing purposes. If you are an individual who does not have a tax residence in any country, your permanent residence is where you normally reside. If you are not an individual and you do not have a tax residence in any country, the permanent residence address is where you maintain your principal office.

Line 5.  Enter your mailing address only if it is different from the address you show on line 4.

Line 6.  If you are an individual, you are generally required to enter your social security number (SSN). To apply for an SSN, get Form SS-5 from a Social Security Administration (SSA) office or, if in the United States, you may call the SSA at 1-800-772-1213. Fill in Form SS-5 and return it to the SSA.

If you do not have an SSN and are not eligible to get one, you must get an individual taxpayer identification number (ITIN). To apply for an ITIN, file Form W-7 with the IRS. It usually takes 4-6 weeks to get an ITIN.

 An ITIN is for tax use only. It does not entitle you to social security benefits or change your employment or immigration status under U.S. law.

If you are not an individual or you are an individual who is an employer or you are engaged in a U.S. trade or business as a sole proprietor, you must enter an employer identification number (EIN). If you do not have an EIN, you should apply for one on Form SS-4, Application for Employer Identification Number. If you are a disregarded entity claiming treaty benefits as a hybrid entity, enter your EIN.

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A partner in a partnership conducting a trade or business in the United States will likely be allocated effectively connected taxable income. The partner is required to file a U.S. federal income tax return and must have a U.S. taxpayer identification number (TIN).

You must provide a U.S. TIN if you are:

•  Claiming an exemption from withholding under section 871(f) for certain annuities received under qualified plans,

•  A foreign grantor trust with 5 or fewer grantors,

•  Claiming benefits under an income tax treaty, or

•  Submitting the form to a partnership that conducts a trade or business in the United States.

However, a U.S. TIN is not required to be shown in order to claim treaty benefits on the following items of income:

•  Dividends and interest from stocks and debt obligations that are actively traded;

•  Dividends from any redeemable security issued by an investment company registered under the Investment Company Act of 1940 (mutual fund);

•  Dividends, interest, or royalties from units of beneficial interest in a unit investment trust that are (or were upon issuance) publicly offered and are registered with the SEC under the Securities Act of 1933; and

•  Income related to loans of any of the above securities.

 You may want to obtain and provide a U.S. TIN on Form W-8BEN even though it is not required. A Form W-8BEN containing a U.S. TIN remains valid for as long as your status and the information relevant to the certifications you make on the form remain unchanged provided at least one payment is reported to you annually on Form 1042-S.

Line 7.  If your country of residence for tax purposes has issued you a tax identifying number, enter it here. For example, if you are a resident of Canada, enter your Social Insurance Number.

Line 8.  This line may be used by the filer of Form W-8BEN or by the withholding agent to whom it is provided to include any referencing information that is useful to the withholding agent in carrying out its obligations. For example, withholding agents who are required to associate the Form W-8BEN with a particular Form W-8IMY may want to use line 8 for a referencing number or code that will make the association clear. A beneficial owner may use line 8 to include the number of the account for which he or she is providing the form. A foreign single owner of a disregarded entity may use line 8 to inform the withholding agent that the account to which a payment is made or credited is in the name of the disregarded entity (see instructions for line 1 on page 4).

Part II

Line 9a.  Enter the country where you claim to be a resident for income tax treaty purposes. For treaty purposes, a person is a resident of a treaty country if the person is a resident of that country under the terms of the treaty.

Line 9b.  If you are claiming benefits under an income tax treaty, you must have a U.S. TIN unless one of the exceptions listed in the line 6 instructions above applies.

Line 9c.  An entity (but not an individual) that is claiming a reduced rate of withholding under an income tax treaty must represent that it:

•  Derives the item of income for which the treaty benefit is claimed, and

•  Meets the limitation on benefits provisions contained in the treaty, if any.

An item of income may be derived by either the entity receiving the item of income or by the interest holders in the entity or, in certain circumstances, both. An item of income paid to an entity is considered to be derived by the entity only if the entity is not fiscally transparent under the laws of the entity’s jurisdiction with respect to the item of income. An item of income paid to an entity shall be considered to be derived by the interest holder in the entity only if:

•  The interest holder is not fiscally transparent in its jurisdiction with respect to the item of income, and

•  The entity is considered to be fiscally transparent under the laws of the interest holder’s jurisdiction with respect to the item of income. An item of income paid directly to a type of entity specifically identified in a treaty as a resident of a treaty jurisdiction is treated as derived by a resident of that treaty jurisdiction.

If an entity is claiming treaty benefits on its own behalf, it should complete Form W-8BEN. If an interest holder in an entity that is considered fiscally transparent in the interest holder’s jurisdiction is claiming a treaty benefit, the interest holder should complete Form W-8BEN on its own behalf and the fiscally transparent entity should associate the interest holder’s Form W-8BEN with a Form W-8IMY completed by the entity.

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 An income tax treaty may not apply to reduce the amount of any tax on an item of income received by an entity that is treated as a domestic corporation for U.S. tax purposes. Therefore, neither the domestic corporation nor its shareholders are entitled to the benefits of a reduction of U.S. income tax on an item of income received from U.S. sources by the corporation.

To determine whether an entity meets the limitation on benefits provisions of a treaty, you must consult the specific provisions or articles under the treaties. Income tax treaties are available on the IRS website at www.irs.gov.

 If you are an entity that derives the income as a resident of a treaty country, you may check this box if the applicable income tax treaty does not contain a “limitation on benefits‘ provision.

Line 9d.  If you are a foreign corporation claiming treaty benefits under an income tax treaty that entered into force before January 1, 1987 (and has not been renegotiated) on (a) U.S. source dividends paid to you by another foreign corporation or (b) U.S. source interest paid to you by a U.S. trade or business of another foreign corporation, you must generally be a “qualified resident” of a treaty country. See section 884 for the definition of interest paid by a U.S. trade or business of a foreign corporation (“branch interest”) and other applicable rules.

In general, a foreign corporation is a qualified resident of a country if any of the following apply.

•  It meets a 50% ownership and base erosion test.

•  It is primarily and regularly traded on an established securities market in its country of residence or the United States.

•  It carries on an active trade or business in its country of residence.

•  It gets a ruling from the IRS that it is a qualified resident.

See Regulations section 1.884-5 for the requirements that must be met to satisfy each of these tests.

 If you are claiming treaty benefits under an income tax treaty entered into force after December 31, 1986, do not check box 9d. Instead, check box 9c.

Line 9e.  Check this box if you are related to the withholding agent within the meaning of section 267(b) or 707(b) and the aggregate amount subject to withholding received during the calendar year will exceed $500,000. Additionally, you must file Form 8833, Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b).

Line 10

Line 10 must be used only if you are claiming treaty benefits that require that you meet conditions not covered by the representations you make in lines 9a through 9e. However, this line should always be completed by foreign students and researchers claiming treaty benefits. See Scholarship and fellowship grants below for more information.

The following are additional examples of persons who should complete this line.

•  Exempt organizations claiming treaty benefits under the exempt organization articles of the treaties with Canada, Mexico, Germany, and the Netherlands.

•  Foreign corporations that are claiming a preferential rate applicable to dividends based on ownership of a specific percentage of stock.

•  Persons claiming treaty benefits on royalties if the treaty contains different withholding rates for different types of royalties.

This line is generally not applicable to claiming treaty benefits under an interest or dividends (other than dividends subject to a preferential rate based on ownership) article of a treaty.

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. The individual must use Form W-9 to claim the tax treaty benefit. See the instructions for Form W-9 for more information. Also see Nonresident alien student or researcher who becomes a resident alien later for an example.

Scholarship and fellowship grants.  A nonresident alien student (including a trainee or business apprentice) or researcher who receives noncompensatory scholarship or fellowship income may use Form W-8BEN to claim benefits under a tax treaty that apply to reduce or eliminate U.S. tax on such income. No Form W-8BEN is required unless a treaty benefit is being claimed. A nonresident alien student or researcher who receives compensatory scholarship or fellowship income must use Form 8233 to claim any benefits of a tax treaty that apply to that income. The

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student or researcher must use Form W-4 for any part of such income for which he or she is not claiming a tax treaty withholding exemption. Do not use Form W-8BEN for compensatory scholarship or fellowship income. See Compensation for Dependent Personal Services in the Instructions for Form 8233.

 If you are a nonresident alien individual who received noncompensatory scholarship or fellowship income and personal services income (including compensatory scholarship or fellowship income) from the same withholding agent, you may use Form 8233 to claim a tax treaty withholding exemption for part or all of both types of income.

Completing lines 4 and 9a.  Most tax treaties that contain an article exempting scholarship or fellowship grant income from taxation require that the recipient be a resident of the other treaty country at the time of, or immediately prior to, entry into the United States. Thus, a student or researcher may claim the exemption even if he or she no longer has a permanent address in the other treaty country after entry into the United States. If this is the case, you may provide a U.S. address on line 4 and still be eligible for the exemption if all other conditions required by the tax treaty are met. You must also identify on line 9a the tax treaty country of which you were a resident at the time of, or immediately prior to, your entry into the United States.

Completing line 10.  You must complete line 10 if you are a student or researcher claiming an exemption from taxation on your scholarship or fellowship grant income under a tax treaty.

Nonresident alien student or researcher who becomes a resident alien. You must use Form W-9 to claim an exception to a saving clause. See Nonresident alien who becomes a resident alien on this page for a general explanation of saving clauses and exceptions to them.

Example.  Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would complete Form W-9.

Part III

If you check this box, you must provide the withholding agent with the required statement for income from a notional principal contract that is to be treated as income not effectively connected with the conduct of a trade or business in the United States. You should update this statement as often as necessary. A new Form W-8BEN is not required for each update provided the form otherwise remains valid.

Part IV

Form W-8BEN must be signed and dated by the beneficial owner of the income, or, if the beneficial owner is not an individual, by an authorized representative or officer of the beneficial owner. If Form W-8BEN is completed by an agent acting under a duly authorized power of attorney, the form must be accompanied by the power of attorney in proper form or a copy thereof specifically authorizing the agent to represent the principal in making, executing, and presenting the form. Form 2848, Power of Attorney and Declaration of Representative, may be used for this purpose. The agent, as well as the beneficial owner, may incur liability for the penalties provided for an erroneous, false, or fraudulent form.

Broker transactions or barter exchanges. Income from transactions with a broker or a barter exchange is subject to reporting rules and backup withholding unless Form W-8BEN or a substitute form is filed to notify the broker or barter exchange that you are an exempt foreign person.

You are an exempt foreign person for a calendar year in which:

•  You are a nonresident alien individual or a foreign corporation, partnership, estate, or trust;

•  You are an individual who has not been, and does not plan to be, present in the United States for a total of 183 days or more during the calendar year; and

•  You are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange.

Paperwork Reduction Act Notice.  We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to provide the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax.

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You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103.

The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is: Recordkeeping, 5 hr., 58 min.; Learning about the law or the form, 3 hr., 46 min.; Preparing and sending the form to IRS, 4 hr., 2 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can email us at *taxforms@irs.gov. Please put “Forms Comment” on the subject line. Or you can write to Internal Revenue Service, Tax Products Coordinating Committee, SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6406, Washington, DC 20224. Do not send Form W-8BEN to this office. Instead, give it to your withholding agent.

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EX-99.(A)(1)(VIII)

Exhibit (a)(1)(viii)

This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated August 17, 2007 and the related Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares. The Offer is not being made to, and tenders will not be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Offeror (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
INFOCROSSING, INC.
at
$18.70 Net Per Share
by
ROXY ACQUISITION CORP.,
an indirect wholly-owned subsidiary of
WIPRO LIMITED

Roxy Acquisition Corp., a Delaware corporation (the “Offeror”) and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”), is offering to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), at $18.70 per Share (or any higher price per Share that is paid in the tender offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 17, 2007 (which, together with any amendments or supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 17, 2007, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”) PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST 6 , 2007, BY AND AMONG THE OFFEROR, THE PARENT AND THE COMPANY (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”).

The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. Pursuant to the Merger Agreement, as soon as practicable after consummation of the Offer and the satisfaction or waiver of certain conditions, the Offeror will be merged with and into the Company, and the Company will become an indirect wholly-owned subsidiary of the Parent (the “Merger”).

The Board of Directors of the Company unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger) are advisable, fair to and in the best interests of the stockholders of the Company.

The Board of Directors of the Company recommends that stockholders of the Company accept the Offer and tender their Shares to the Offeror pursuant to the Offer.

The Offer is conditioned upon, among other things (i) there being validly tendered and not withdrawn prior to the scheduled expiration of the Offer (as it may be extended from time to time pursuant to the terms of the Merger Agreement) a number of Shares that, together with all other Shares (if any) beneficially owned by the Parent and its controlled affiliates, including the Offeror, represents at least one Share more than a majority of all Shares then outstanding on a fully diluted basis (which means, as of any time, the number of Shares outstanding, together with all Shares (if any) which the Company would be required to issue pursuant to then-outstanding options, rights and convertible securities (if any) with an exercise price that is equal to or less than $18.70 per Share (or any higher price per Share that is paid in the Offer), but only to the extent then exercisable or exercisable within ninety (90) days following the Expiration Date, assuming that all conditions to such exercisability would be satisfied within such ninety (90) day period) (the “Minimum Condition); (ii) any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated and any other material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by the Parent having been received (or deemed to have been received by virtue of the expiration or termination of any applicable waiting period), either unconditionally or on terms reasonably satisfactory to the Parent; (iii) no governmental authority issuing an order or taking other action prohibiting, restraining or enjoining the consummation of the transactions contemplated by the Merger Agreement (including the Offer and the Merger); and (iv) the non-occurrence of a “material adverse effect” on the Company (as such term is defined in the Merger Agreement). If any of these conditions is not satisfied at or prior to the scheduled expiration of the Offer, the Offeror (a) will not be required to accept for payment or, subject to

any applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), pay for Shares that are tendered in the Offer, and (b) may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any Shares that are tendered in the Offer. The Parent or the Offeror may waive any of the conditions to the Offer, except for the condition described in clause (i) above, which may be waived only with the prior written consent of the Company. The Offer is not conditioned upon the Parent or the Offeror obtaining financing.

Subject to the parties’ right to terminate the Merger Agreement if the Offer and Merger are not consummated by February 6, 2008 and the parties’ rights otherwise to terminate the Merger Agreement and Offer pursuant to the terms of the Merger Agreement, the Offer shall be extended by the Offeror for at least ten (10) business days but no more than fifteen (15) business days if any of the conditions to the Offer have not been satisfied or waived as of any scheduled expiration date for the Offer; provided, however, that the Offeror shall not be required to extend the Offer more than once after all the conditions of the Offer, other than the Minimum Condition, have been met.

After the expiration of the Offer, if all of the conditions to the Offer have been satisfied or waived, but 90% of the Shares have not been tendered, the Offeror, subject to certain conditions, may extend the Offer for one or more subsequent offering periods (each, a “Subsequent Offering Period”) of between three (3) and twenty (20) business days to permit additional tenders of Shares. No withdrawal rights apply to Shares tendered in a Subsequent Offering Period, and no withdrawal rights apply during a Subsequent Offering Period with respect to Shares previously tendered in the Offer and accepted for payment.

For purposes of the Offer, the Offeror shall be deemed to have accepted for payment tendered Shares if and when the Offeror gives oral or written notice to Continental Stock Transfer & Trust Company (the “Depositary”) of the Offeror’s acceptance for payment of the tenders of such Shares. Payment for the Shares accepted pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company), (ii) a properly completed and duly executed Letter of Transmittal, and (iii) any other required documents.

Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer. Thereafter, such tenders are irrevocable, except that they may be withdrawn after October 16, 2007 unless such Shares have been accepted for payment as provided in the Offer to Purchase; provided, however, that there will be no withdrawal rights during any Subsequent Offering Period. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the certificates representing such Shares are registered, if different from that of the person who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution (as defined in the Offer to Purchase), the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer, any notice of withdrawal also must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn Shares.

The information required to be disclosed by paragraph (d)(l) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and the related Letter of Transmittal and is incorporated herein by reference.

The offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase, the related Letter of Transmittal and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (which contains the recommendation of the Company’s Board of Directors and the reasons therefor) contain important information. Stockholders should carefully read these documents in their entirety before any decision is made with respect to the Offer.

Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to the Information Agent or the Dealer Manager as set forth below, and copies will be furnished promptly at the Offeror’s expense. Stockholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of Shares, stockholders are directed to contact Continental Stock Transfer & Trust Company, the Depositary for the Offer, at (212) 509-4000.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.
105 Madison Avenue
New York,
New York 10016
(212) 929-5500 (call collect)
Or
Call Toll-Free (800) 322-2885
Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.

388 Greenwich Street
New York, New York 10013
Call Toll-Free: (866) 802-6608
Toll: (212) 816-9008

August 17, 2007

EX-99.(D)(4)

Exhibit (d)(4)

Infocrossing, Inc.
2 Christie Heights Street
Leonia, NJ 07605

October 16^th, 2006

Sudip Nandy

Chief Strategy Officer

Wipro Technologies

Srajpaur Road, Doddakannelli

Bangalore 560 035

INDIA

Ladies and Gentlemen:

     The purpose of this letter agreement (“Agreement”) is to set forth certain understandings and binding agreements between Infocrossing, Inc., a Delaware corporation (the “Company”), and Wipro Limited, a public limited company incorporated under the Indian Companies Act, 1913 and existing under the Indian Companies Act 1956, having its registered office at Dodda Kannelli, Sarjapur Road, Bangalore- 560 035, India (“WIPRO”), in connection with certain discussions and negotiations that have occurred and shall occur between and among the Company, WIPRO and certain of WIPRO’s subsidiaries and affiliates relating to a potential business transaction between the Company and WIPRO (the “Transaction”).

     1. Obligation of Confidentiality and Non-Disclosure

     (a) In connection with such on-going discussions and negotiations, the Company and WIPRO and their respective affiliates have exchanged and disclosed, and shall exchange and/or disclose certain materials and information that the Disclosing Party (defined below) considers confidential and proprietary, which may include, without limitation, information that relates to the Disclosing Party”s or its affiliates’ past, present or future business activities, research, developments, plans, inventions, facilities, products, services, processes, designs, drawings, engineering, formulae, markets, methodologies, software (including source and object code), technical knowledge, data, internal structure, user interfaces, hardware configuration, computer programs, algorithms, employees, customers, prospects, marketing or financial information and/or other information that has been identified as, or by its nature may be reasonably determined to be, confidential (collectively, the “Disclosed Materials”). As a condition to the exchange and/or disclosure of the Disclosed Materials, each party furnishing such information (as applicable, the “Disclosing Party”) has required the party receiving such information (as applicable, the “Recipient Party”) to agree, as set forth below, to treat confidentially the Disclosed Materials and any other information, whenever communicated or furnished, in any form, including without limitation orally, electronically and/or otherwise in writing, together with notes, analyses, compilations, studies, or other documents or records prepared by the Recipient Party or any of its Representatives (defined below) which contain or otherwise reflect or are generated from such Disclosed Materials (collectively, the “Confidential Information”).

     (b) Neither the Recipient Party nor its directors, officers, managers, members, employees, representatives, advisors or affiliates (collectively, the “Representatives”) shall, without the Disclosing Party’s prior written consent, disclose, copy or use (except in connection with the Transaction) any Confidential Information of the Disclosing Party. The Confidential Information shall be used by the Recipient Party and its Representatives solely for the purposes of evaluating the Transaction and the

negotiation and documentation thereof and not for any other purpose (i.e., shall not be used to unfairly compete against or obtain unfair advantage of the Disclosing Party). The Recipient Party agrees to protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information against unauthorized use, publication or disclosure. The Recipient Party shall restrict access to the Disclosing Party’s Confidential Information to those of its Representatives who have reason to access such Confidential Information in connection with the Recipient Party’s evaluation of the Transaction and the negotiation and documentation thereof. The Recipient Party shall cause its Representatives not to disclose to any other person (other than other Representatives who are involved with the Transaction and other than as permitted by this Agreement) the content of the Confidential Material. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any natural person, corporation, company, partnership, business entity or sole proprietorship.

     (c) The Recipient Party will not, and will direct its Representatives not to, disclose to any person other than its Representatives, without the Disclosing Party’s prior written consent: (i) that the Confidential Information has been made available to the Recipient Party and its Representatives or that the Recipient Party and its Representatives inspected any portion of the Confidential Information; (ii) that discussions or negotiations are taking place concerning the Transaction; or (iii) any of the terms, conditions or other facts with respect to this Agreement or the Transaction, including the status thereof. All Confidential Information shall be, and at all times remain, the sole property of the Disclosing Party. The Recipient Party shall maintain records sufficient to identify locations of all Confidential Information of the Disclosing Party and the names of all persons having access thereto.

     2. Exceptions from Obligation of Confidentiality and Non-Disclosure

     This Agreement shall not pertain to Confidential Information that: (i) was independently developed by the Recipient Party as reasonably demonstrated by such party without use of or reference to any Confidential Information; (ii) was lawfully acquired by the Recipient Party from third parties (which had no obligations of confidentiality with respect to such information) as reasonably demonstrated by such party; (iii) is or subsequently becomes publicly available through no breach of this Agreement; or (iv) is required to be disclosed by law or by the written order of a court or other governmental body; provided, however, that the Recipient Party subject to such order shall provide prompt written notice to the Disclosing Party so that the Disclosing Party may have time to take action to oppose or limit such order; provided, further, however, that in the absence of a protective order, the disclosure shall be limited to that information that the Recipient Party is advised by counsel is required to be disclosed in order to comply with applicable law or written order of a court or other governmental body.

     3. Return of Confidential Information

     The Recipient Party shall immediately return or otherwise shall destroy or delete, as applicable, the Disclosing Party’s Confidential Information, including copies thereof, upon the first to occur of: (i) the date upon which the course of dealings between the parties is terminated by either party; or (ii) the written request by the Disclosing Party. This includes, but is not limited to, deletion or removal of all Confidential Information from all computers or databases. The Recipient Party and its Representatives will continue to be bound by this Agreement regardless of whether: (i) the Disclosing Party fails to make such a request; (ii) the Recipient Party or its Representatives fail to return or destroy all the Confidential Information; or (iii) any Transaction is consummated.

     4. No Warranty

     While the parties understand and agree that they are exchanging the Confidential Information hereunder in good faith, neither party makes any representation or warranty, express or implied, as to the

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accuracy or completeness of the Confidential Information supplied hereunder, including any estimates, projections or forecasts, and nothing supplied hereunder shall be relied upon by either party as a promise or representation. The parties agree that neither the Disclosing Party nor its Representatives shall have any liability to the Recipient Party or its Representatives resulting from the use of the Confidential Information by the Recipient Party or any of its Representatives other than for breach of this Agreement.

     5. Remedies: Waiver

     The parties also hereby acknowledge that each may be irreparably harmed by a violation of this Agreement and agree that each party shall be entitled to seek an injunction restraining the other party (or any Representative of such party) from any actual or threatened breach of this Agreement or any other appropriate equitable remedy without bond or other security being required. The parties shall be entitled to enforce their respective rights under this Agreement and to recover damages and costs (including reasonable attorneys’ fees and expenses) caused by any breach of any provision of this Agreement and to exercise all other rights existing in their favor. It is further understood that a waiver by any party of a breach of any provision of this Agreement, or a failure or delay by any party in exercising any right, power or privilege hereunder, shall not operate as or be deemed a waiver of any subsequent breach by the breaching party or any Representative of such breaching party, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

     6. Indemnification

     The parties agree to indemnify each other and hold each other harmless from and against any and all third party claims, causes of action, damages, losses and costs (including reasonable attorneys’ fees) and liabilities of any nature which may at any time be asserted against or suffered by any party hereto, directly or indirectly, relating to or arising out of a breach of this Agreement by such other party hereto or any of such other party’s Representatives.

     7. Non-Solicitation of Employees.

     Without limiting anything else set forth herein, the parties hereto agree that they shall not, for a period of twenty-four (24) months from the date of this Agreement, directly or indirectly, employ, attempt to employ, solicit or divert an employee of the other party other than as a direct result of a general solicitation not specifically directed at such party.

     8. Non-Solicitation of Customers.

     Without limiting anything else set forth herein, the parties hereto agree that they shall not, for a period of eighteen (18) months from the date of this Agreement, (i) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the other party or any direct or indirect subsidiary or affiliated corporation of the other party which were contacted, solicited or served by the other party and in any business engaged in by the other party on the date of this Agreement or (ii) solicit, induce or attempt to induce any customers of the other party to cease doing business in whole or in part with or through the other party. Notwithstanding the foregoing, each party may continue to solicit the business or patronage of any clients, customers or accounts which it had previously conducted business with as of the date of this Agreement.

     9. Term.

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     The term of this Agreement and the obligations of the parties hereunder shall be effective for a period of four (4) years from the date of this Agreement.

     10. Miscellaneous

     (a) Severability. If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part, for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability only, and the remaining terms and provisions of this Agreement shall continue in full force and effect. The parties hereto desire and intend that the restrictions be given effect to the maximum extent permitted by law and equity. They therefore agree that if any restriction is determined to be over broad in any manner, that they each shall interpret and reform this Agreement to give any such restriction the maximum effect permissible by applicable law and equity, and each party agrees to the enforcement of the restriction as so modified.

     (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. The parties consent to the exclusive jurisdiction of the state and federal courts of the State of New York for the purpose of any suit, action or other proceeding arising out of or otherwise related to this Agreement, and expressly waive any and all objections they may have as to venue in any such courts.

     (c) Notice. Any notice given by a party under this Agreement shall be in writing, addressed as set forth herein, and shall be deemed to be duly given (i) when personally delivered, or (ii) upon delivery by Federal Express, United States Express Mail or similar overnight courier service which provides evidence of delivery, or (iii) when delivered by facsimile transmission if a copy thereof is also delivered in person or by overnight courier.

     (d) Binding Effect: Assignment; Amendment; Integration. This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations of a party hereunder may be assigned to a third party without the prior written consent of the other party. This Agreement shall remain in full force and effect and may not be amended, modified or canceled except by mutual agreement of the parties in writing. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and supersedes all previous negotiations, commitments, and writings relating to the subject matter hereof.

Signature Page Follows

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     If you are in agreement with the foregoing, please sign and return the attached copy of this Agreement, which will constitute our agreement as to the subject matter herein.

Very truly yours,
INFOCROSSING, INC.
By:	/s/ Robert Wallach
	Name: Robert Wallach
	Title: President, Chief Operating Officer

Agreed and accepted this
16 ^th day of October, 2006.

By:	/s/ Sudip Nandy Wipro Technologies
	Name: SUDIP NANDY
	Title: Chief Strategy Officer

Address for Notice Purposes:	Address for Notice Purposes:
Sarjapur Road, Doddakannelli	Infocrossing, Inc.
Bangalore 560 035	2 Christie Heights Street
Karnataka , INDIA	Leonia, NJ 07605
Attn: Sudip Nandy	Attn: ROBERT WALLACH

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EX-99.(D)(5)

Exhibit (d)(5)

INFOCROSSING, INC.

2 Christie Heights Street
Leonia, New Jersey 07605

August 2, 2007

Wipro Ltd.
Doddakanneli, Sarjapur Road
Bangalore – 560 035 India

Ladies and Gentlemen:

     In connection with the consideration by each party hereto of a possible negotiated transaction with the other party hereto (the “Transaction”), Infocrossing, Inc. (“Roxy”) hereby agrees that until 12:01 a.m., New York City time, on August 8, 2007 (the “Exclusivity Termination Date”), which may mutually be agreed to be extended, it will not, and will not permit any of its directors, officers, employees, agents, financial and other advisors (collectively, “Representatives”), to solicit, initiate, encourage, discuss or accept any proposals or offers with respect to, or enter into or propose to enter into any agreement or letter of intent providing for, any merger or business combination involving Roxy or any of its subsidiaries or any sale, directly or indirectly, of any equity interests of Roxy (other than pursuant to ordinary course options with employees or that are issued pursuant to agreements existing as the date hereof) in one transaction or series of related transactions or any material portion of the assets of Roxy or any of its subsidiaries, or provide any information to any other party in connection therewith (provided that Roxy shall not be restricted from providing information to investors in the ordinary course of business). In consideration for the foregoing, Wipro Ltd. (“Wilma”) (i) agrees to complete confirmatory due diligence of Roxy at or prior to the Exclusivity Termination Date, and (ii) hereby ratifies its intent to submit an offer for 100% of the outstanding shares and share equivalents of Roxy at a per share cash price between $18.50 and $19.00, subject only to the satisfactory completion of confirmatory due diligence and negotiation of definitive transaction agreements (the “Definitive Agreements”). If prior to the Exclusivity Termination Date Wilma decides that it does not wish to proceed with the Transaction, it will promptly (and in any event no later than 12 hours thereafter) inform Roxy of that decision, and at such time the provisions of this Agreement shall automatically terminate. Each party understands and agrees that no contract or agreement providing for any transaction between them shall be deemed to exist between them unless and until Definitive Agreements have been executed and delivered. Except as specifically provided below, each party shall bear its own fees, costs, and expenses incurred by such party in connection with the transactions contemplated hereby.

     In the event that prior to the Exclusivity Termination Date Roxy receives an unsolicited inquiry, proposal or offer with respect to an Alternative Transaction Roxy will provide Wilma with immediate notice of such the receipt of such proposal or offer, except to the extent that it is otherwise restricted from doing so pursuant to contractual obligations in existence prior to the date hereof.

     In the event that (i) prior to the Exclusivity Termination Date Roxy breaches in any material respect the terms of this Agreement, (ii) after such breach this Agreement terminates by its terms due to its expiration on the Exclusivity Termination Date and (iii) within sixty days of such termination of this agreement, Roxy enters into an agreement with respect to an Alternative Transaction with a party other than Wilma, then Roxy shall promptly thereafter reimburse Wilma for all its reasonable expenses incurred in connection with Wilma’s evaluation of the Transaction contemplated hereby in an amount not to exceed $500,000. “Alternative Transaction” means any merger or business combination involving Roxy

or any sale, directly or indirectly, of more than 50% of the equity interests of Roxy (in one transaction or series of related transactions) or any material portion of the assets of Roxy and its subsidiaries taken as a whole.

     Each party hereto further agrees that, except as otherwise required by applicable law, rule or regulation, it will not issue any press release, public announcement or public statement or make any other public disclosure with respect to the terms of this letter agreement or any other facts relating to the proposed Transaction, including the fact that discussions or negotiations between Roxy and Wilma with respect thereto are taking place, without the prior written approval of the other party as to the time of issuance, extent of distribution and form and substance of such public disclosure.

     Each party hereto recognizes and acknowledges that a breach of this letter agreement will cause irreparable and material loss and damage to the other party as to which the other party will not have an adequate remedy at law or in damages and that, accordingly, each party agrees that the issuance of an injunction or other equitable remedy shall be an appropriate remedy for any such breach.

     Roxy shall, immediately cease and cause to be terminated until the Exclusivity Termination Date all existing discussions, negotiations and other communications, direct or indirect through its affiliates, advisers, other representatives or otherwise, regarding the acquisition of any interest in the business of Roxy with any other person or entity.

     This letter agreement (this “Agreement”) and all disputes or controversies arising out of or related to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to its conflicts of law principles (other than Section 5-1401 of the General Obligations Law of the State of New York). Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the City and County of New York for any actions, suits or proceedings arising out of or relating to this Agreement and agree (i) not to commence any action, suit or proceeding relating thereto except in such courts, (ii) to waive any defenses as to personal jurisdiction of such courts and (iii) that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth herein shall be effective service of process for any action, suit or proceeding brought against either party in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transaction contemplated hereby in the courts of the State of New York or the United States of America located in the City and County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     The terms and provisions of this letter agreement are subject to the confidentiality agreement previously executed by the parties.

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     Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and Roxy.

Very truly yours,
Infocrossing, Inc.
By:	/s/ Zach Lonstein
	Name: Zach Lonstein
	Title: Chairman and Chief Executive Officer

Accepted and agreed as of the date first written above:

Wipro Ltd.

By:	/s/ Sudip Nandy
	Name: Sudip Nandy
	Title: Chief Strategy Officer

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