A former Citigroup executive, Jaitirth "Jerry" Rao, has hired away 20 high-ranking former colleagues to a company with an odd name and an admittedly humble-sounding mission.

"We do the plumbing behind the Web sites," said Mr. Rao, chairman and co-founder of Mphasis-BFL.

Mr. Rao (pronounced "RAY-oh") was head of Transaction Technology Inc., Citigroup's advanced-development center in Los Angeles, before he struck out on his own in June 1998. He and Jeroen Tas - who had been chief operating officer of Citi's development organization for global electronic banking products - set up Mphasis Corp. in Santa Monica, Calif., the following October. This February the company agreed to be bought, in a deal to be completed Thursday, by BFL Software, which is located in Mr. Rao's native city, Bangalore, India. The combined company is to create software to help other companies upgrade their customer information systems.

"We were into offshore [product] development at Citibank," Mr. Rao said. He and Mr. Tas, who is to be chief executive officer of Mphasis-BFL, figured they could cut costs by maintaining operations in India and that the global nature of their business means that location is not an issue.

The "plumbing" that Mphasis creates for companies "links multiple legacy systems in subseconds in real-time to Web sites," Mr. Rao said. It also offers "channel integration and some work on personalization."

What this software is and does may be arcane, but the concept has been attractive enough to draw an impressive roster of Citibank veterans. Mphasis' chief technology officer, Mohan Krishnan, is a Citi veteran, as is Arthur R. Flew, president of technology and e-services.

Les Moss and Lee Chen developed technology platforms for Citi before becoming chief architects at Mphasis. John Doggett managed the systems development group in the Citibank development center before joining Mphasis as head of quality control. And the list goes on.

Mphasis' first customer was Citibank, and it has signed up 14 banks (including Standard Chartered and ANZ); three brokerages; and Royal Sun Alliance, the U.K. insurer. Three companies have gone live with Mphasis-developed products: GuidedChoice.com, ICICI Group of India, and Citibank Japan.

The Citibank connection has also proven helpful in landing clients. The chief executive officers of Standard Chartered and ANZ are former Citibankers. Moreover, Richard S. Braddock, chairman of Priceline.com and a former president of Citicorp, was an angel investor in Mphasis, and this month he joins its board. "A lot of other ex-Citi people have joined me," Mr. Rao said. "It continues to be a source of talent for us."

Edward Horowitz, executive vice president of Citigroup and chairman of e-Citi, was on Mphasis' advisory board from October 1998 to October 1999.

Mr. Rao said he has also begun to renew contact with two other former Citi executives in important places. One is William Campbell, who was co-head of Citi's global consumer banking operation and is now a part-time senior adviser to James Dimon, chairman and chief executive officer of Bank One Corp. The other is Roberta Arena, group general manager of global e-business at HSBC Holdings PLC in London.

Mr. Rao said his company has "hit a very sweet spot. The Internet and customer relationship management are getting big."

Mphasis products let banks interact with customers and market products in real time across all channels.

"Our strength is to help legacy companies move into the new world," Mr. Rao said. "The empires have lost the first round to the E-Trades and dot-coms, but they can strike back because they have deep pockets."

Mphasis, he said, "rarely recommends [that] a company jettison" its older platforms and legacy systems. He said corporate call centers are an "underutilized weapon."

Most customers want to start with the Web, Mr. Rao said. About 50% of banks' Internet services are in "paralysis stage," he said; the rest "are moving."

By yearend 1999 privately held Mphasis had $5.6 million of revenues but had run into capacity constraints. "We needed an alliance with someone that could bring capacity and quality processes," Mr. Rao said. He knew BFL Software, an eight-year-old, publicly listed company, was strong on the retail side and counted Federal Express Corp. and Compaq Computer Corp. as customers.

"We could take our architecture and high-end development skills and combine them with their software skills," he said.

Mr. Rao said he expects the combined company to have revenues of about $60 million and be profitable by next April. It will have a $200 million market capitalization and 1,300 employees - 1,000 in India, 240 in the United States, and 60 elsewhere.

Mphasis-BFL will help clients draw up project specifications and then develop prototypes in India. No project will take longer than six months. "This means we can pass off cost benefits [to customers] and do it faster," Mr. Rao said.

Tax benefits also accrue from doing business in India, and software and hardware can be imported duty-free. "It's generally a very IT-friendly atmosphere," said Mr. Rao, 47, who was born in Bangalore and now spends half his time there. Ten percent of India's one billion people speak English, and the country's "educated manpower is staggering," he said.

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