Leading Providers of Equity Compensation Management Tools Align to Better Serve Global Equity Compensation Management Market

Pune, India and Shelton, Conn. -September 30, 2002 - ESOP Direct, a provider of end-to-end Employee Stock Option Plan (ESOP) solutions, has formed a strategic alliance with Transcentive, Inc., the leading provider of software and outsourcing services for stock plan and global entity management. ESOP Direct and Transcentive will market Transcentive's global offerings in conjunction with ESOP Direct's administrative services-providing international marketing opportunities for both companies. ESOP Direct and Transcentive customers that have a presence in both countries will become joint users of both companies' offerings, benefiting from the global power of Transcentive Options™, the first solution for global stock option plan management released today. ESOP Direct will provide back-office administration support for joint customers.

Stock options are a critical component of employee compensation. Multi-national companies, however, face a unique set of issues when trying to manage an employee stock plan globally. One of the major challenges is complying with local tax, legal, financial, and human resource regulations that govern equity compensation in each country. ESOP Direct provides India-based companies with a fully-integrated online Employee Stock Option Plan (ESOP) management solution that includes plan administration, compliance, employee communication, and online transaction capabilities. Transcentive has been supplying United States-based companies with stock option plan management solutions for more than 20 years and today announced Transcentive Options, the first stock plan management solution that enables multi-national corporations to manage equity compensation on a global basis. The two companies will work together to cross market their solutions in the United States and India.

"ESOP Direct is committed to bringing the most cutting-edge and comprehensive solution to our customers, and recognize in Transcentive a similar commitment to quality," said Harshu Ghate, CEO of ESOP Direct. "Part of that is extending our solutions across national borders. Many India-based companies have a presence in the United States, and vice versa, making the United States a logical market for our services. We are impressed by Transcentive's global offerings, which are the foundation for this alliance."

"Transcentive has a long history of assisting companies to effectively manage equity compensation plans that adhere to tax, accounting, and legal mandates," said Les Trachtman, president and CEO of Transcentive, Inc. "As we expand our presence to enter new markets, strategic partners will be key. ESOP Direct is a leader in the options business in India, and has a knowledgeable team in place. Our relationship with ESOP Direct will enable us to establish a presence in India, one of the top markets for stock plan offerings, with an experienced partner."

Under the terms of the agreement, ESOP Direct will market Transcentive Options to India-based multi-national corporations. Transcentive, in turn, will aid ESOP Direct with marketing services to similar corporations in the United States. Purchasers will sign an agreement with Transcentive and become joint customers of the companies. Transcentive Options will be hosted by Transcentive in the company's United States data center and ESOP Direct will provide professional post-sales services including implementation, data conversion, and custom reporting. Additionally, ESOP Direct will provide back-office administration services as an extension to Transcentive's outsourcing capabilities.

About Transcentive Options :
Transcentive Options is the first stock plan management solution that enables multi-national companies to generate financial reports for compliance. Through distributed, Web-based access, authorized personnel can capture, analyze, report, audit, and communicate key employee information from any location, at any time.

About ESOP Direct :
ESOP Direct is India's leading company focusing on consulting and administration of Employee Stock Option plans. Its clients include several top business houses including Tatas, Birlas, ITC, HDFC and well-known technology companies like Digital Globalsoft, Hughes Telecom, Mahindra British Telecom. With its proprietary Web-based software applications, ESOP Direct, is a pioneer in providing on-line Stock Plan administration service to Indian companies. The company also services several U.S. companies with operations/subsidiaries in India as their local stock plan administrator in India. Headquartered in Pune, India, it operates through offices at Mumbai and Bangalore for more information visit the company's Web site at

About Transcentive , Inc. :
Transcentive, Inc. is the leading provider of software and outsourcing services for stock plan and global entity management. With more than 20 years experience, the company's solutions enable regulatory compliance and plan administration delivered through innovative technology. Virtually every major financial broker, numerous leading law and venture capital firms, along with nearly 3,000 public and private companies rely on Transcentive solutions. Clients include: Microsoft (NASDAQ: MSFT), Motorola (NYSE: MOT), Bausch & Lomb (NYSE: BOL), Merrill Lynch (NYSE: MER), and AOL Time Warner (NYSE: AOL). Transcentive is headquartered in Shelton, Conn and has a West coast office in San Ramon, Calif.. For more information, visit the company's Web site at

Transcentive is a registered trademark of Transcentive Inc. All other company and product names may be trademarks of their respective owners.

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