Exhibit 10.3

KANBAY INTERNATIONAL, INC.2005 EMPLOYEE STOCK PURCHASE PLAN
(As Amended Through First Amendment, Effective January 1, 2005)

1.Purpose.The purpose of the Kanbay International, Inc. 2005 Employee Stock Purchase Plan (the "Plan")
is to provide employees of Kanbay International, Inc. (the "Company") and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of Code Section 423 (and the requirements of
applicable local law).

2.Definitions.Unless the context clearly indicates otherwise, for purposes of the Plan, the following terms
shall have the following meanings:



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3.Stock Subject to the Plan.Subject to Section 13, the aggregate number of shares of Common Stock that
may be sold under the Plan is 500,000. Shares of Common Stock to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by the Company (in the
open-market or in private transactions) and that are being held as treasury shares, or a combination thereof.

4.Participation in the Plan.Each Eligible Employee may participate in the Plan effective as of any Offering
Date, by completing and delivering a payroll deduction authorization to the Plan Administrator prior to the applicable Offering Date in the time and manner, and in accordance with the procedures,
specified by the Plan Administrator. The Offering Date as of which an Eligible Employee commences or recommences participation in the Plan, and each Offering Date as of which an Eligible Employee
renews his or her authorization under paragraph (a), is an Offering Date with respect to that Eligible Employee. A Participant's payroll deductions under the Plan shall commence on his or her
initial Offering Date, and shall continue, subject to paragraph (a), until the Eligible Employee terminates participation in the Plan, is no longer an Eligible Employee, or the Plan is
terminated.



5.Payroll Deductions.An Eligible Employee may participate in the Plan only through payroll deductions. An
Eligible Employee may elect to have up to $2,000 in after-tax payroll deductions withheld from his or her Compensation and credited to his or her Plan Account each month. The minimum
amount that an Eligible Employee may elect withheld from his or her Compensation and credited to his or her Plan Account is $100 per payroll period. No Eligible Employee may be granted an Option that
permits his or her rights to purchase Common Stock under the Plan, and any other stock purchase plan of the Company or any Subsidiary that is qualified under Code Section 423, to

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accrue
at a rate that exceeds $25,000 of Fair Market Value of such stock (determined on the Offering Date of such Option) for each calendar year in which the Option is outstanding at any time.

Once
each Purchase Period, a Participant may increase or decrease the amount of his or her payroll deductions by notifying the Plan Administrator in the time and manner, and in
accordance with the procedures, specified by the Plan Administrator.

6.Termination of Participation in Plan.



7.Purchase of Shares.



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8.Rights as a Share Owner.A Participant shall not be treated as the owner of Common Stock until the Purchase
Date of such stock under the Plan. As of the Purchase Date a Participant shall be treated as the record owner of his or her shares purchased on such date pursuant to the Plan. Unless the Participant
elects otherwise in the time and manner specified by the Plan Administrator, any dividends paid in respect of Common Stock purchased by a Participant under the Plan and credited to his or her Plan
Account will be reinvested in Common Stock in accordance with procedures established by the Company.

9.Rights Not Transferable.Rights under the Plan are not transferable by a Participant other than by will or
the laws of descent and distribution, and are exercisable during the Participant's lifetime only by the Participant or by the Participant's guardian or legal representative. No rights or payroll
deductions authorized hereunder shall be subject to execution, attachment, levy, garnishment or similar process.

10.Application of Funds.All funds of Participants received or held by the Company under the Plan before
purchase of the shares of Common Stock shall be held by the Company without liability for interest or other increment. No interest shall accrue on the payroll deductions or Plan Account of a
Participant in the Plan.

11.Administration of the Plan.The Plan shall be administered by the Plan Administrator. The Plan Administrator
shall have full power and authority to make rules and regulations for the administration of the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable
for the administration of the Plan. The Plan Administrator's interpretations and decisions with regard to the Plan and such rules and regulations shall be final and conclusive. It is intended that the
Plan shall at all times meet the requirements of Code Section 423, if applicable, and the Plan Administrator shall, to the extent possible, interpret the provision of the Plan so as to carry
out such intent.

Each
person who is or has been a member of the Board or the Plan Administrator, and any individual or individuals to whom the Board or Plan Administrator has delegated authority under
the Plan (except for the Custodian), will be indemnified and held harmless by the Company from and against any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him
or her in connection with or as a result of any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken, or failure to
act, under the Plan. Each such person will also be indemnified and held harmless by the Company from and against any and all amounts paid by him or her in a settlement approved by the Company, or paid
by him or her in satisfaction of any judgment, of or in a claim, action, suit or proceeding against him or her and described in the previous sentence, so long as he or she gives the Company an
opportunity, at its own expense, to handle and defend the claim, action, suit or proceeding before he or she undertakes to handle and defend it. The foregoing right of indemnification will not be
exclusive of any other rights of indemnification to which a person who is or has been a member of the Board or the Plan Administrator may be entitled under the Company's Articles of Incorporation or
By-Laws, as a matter of law, contract or otherwise, or any power that the Company may have to indemnify him or her or hold him or her harmless.

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12.Change in Control Provisions.



Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than fifty percent (50%) of the Company
Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, however, that if after such
acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by
such person, a Change in Control transaction shall then occur.

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Further
notwithstanding the foregoing, unless a majority of the Incumbent Directors determines otherwise, no Change in Control shall be deemed to have occurred with respect to a
particular Participant if the Change in Control results from actions or events in which such Participant is a participant in a capacity other than solely as an officer, employee or director of the
Company or an Affiliate.

13.Adjustments in Case of Changes Affecting Shares.In the event of any dividend or other distribution (whether
in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, Change in Control or exchange of Common Stock or other securities of the Company, or other corporate transaction or event that affects the Common Stock:
(a) the number of shares of Common Stock approved for the Plan shall be increased or decreased proportionately, and (b) the Board may determine, in its sole discretion, that an
adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan.

14.No Corporate Action Restriction.The existence of the Plan and/or the Options granted hereunder shall not
limit, affect or restrict in any way the right or power of the Board or the Company's stockholders to make or authorize (a) any adjustment, recapitalization, reorganization or other change in
the Company's or any Subsidiary's capital structure or its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds,
debentures, capital, preferred or prior preference stocks ahead of or affecting the Company's or any Subsidiary's capital stock or the rights thereof, (d) any dissolution or liquidation of the
Company or any Subsidiary, (e) any sale or transfer of all or any part of the Company's or any Subsidiary's assets or business, or (f) any other corporate act or proceeding by the
Company or any Subsidiary. No Participant, Employee, Beneficiary or any other person shall have any claim against any member of the Board or the Plan Administrator, the Company or any Subsidiary, or
any employees, officers, stockholders or agents of the Company or any Subsidiary, as a result of any such action.

15.Notices.All notices or other communications by an Employee or Participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof.

16.Amendments to the Plan.The Plan Administrator may, at any time, or from time to time, amend or modify the
Plan; provided, however, that no amendment shall be made increasing or decreasing the number of shares authorized for the Plan (other than as provided in Section 13), and that, except to
conform the Plan to the requirements of the Code, no amendment shall be made that would cause the Plan to fail to meet the applicable requirements of Code Section 423.

17.Termination of Plan.The Plan shall terminate upon the earlier of (a) the tenth anniversary of the
Effective Date, (b) the date no more shares of Common Stock remain to be purchased under the Plan, or (c) the termination of the Plan by the Board as specified below. The Board may
terminate the Plan as of any date. The date of termination of the Plan shall be deemed a Purchase Date. If on such Purchase Date Participants in the aggregate have Options to purchase more shares of
Common Stock than are available for purchase under the Plan, each Participant shall be eligible to purchase a reduced number of shares of Common Stock on a pro rata basis based on the amount of
payroll deductions in the Participant's Plan Account in relation to the total amount of payroll deductions in the Plan Accounts of all Participants, and any excess payroll deductions shall be returned
to Participants, without interest, all as provided by rules and regulations adopted by the Plan Administrator.

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18.Designation of Beneficiary.



19.Costs.All costs and expenses incurred in administering the Plan shall be paid by the Company, except to the
extent the Plan Administrator directs. Any costs or expenses of selling shares of Common
Stock acquired pursuant to the Plan, including those costs and expenses associated with the issuance of stock certificates, shall be borne by the Participant.

20.Governmental Regulations.The Company's obligation to sell and deliver its Common Stock pursuant to the Plan
is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such stock. Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, state securities laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then
be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As
a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the shares of Common
Stock are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by
any of the aforementioned applicable provisions of law.

To
the extent the Plan Administrator deems it necessary, appropriate or desirable to comply with foreign law or practice and to further the purposes of this Plan, the Plan Administrator
may, without amending the Plan, establish rules applicable to Options granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ
from those set forth in this Plan.

21.Governing Law.The Plan and all actions taken thereunder shall be governed by and construed in accordance
with the laws of the United States of America and, to the extent not inconsistent therewith, by the laws of the State of Delaware, without reference to the principles of conflict of laws thereof, or
if applicable, the provisions of local law. This Plan is not to be subject to the Employee Retirement Income Security Act of 1974, as amended, but is intended to comply with Code Section 423.
Accordingly, the provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. Any provisions required to
be set forth in this Plan by such Code section are hereby included as fully as if set forth in

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the
Plan in full. Any titles and headings herein are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of any provisions of
the Plan.

22.Effect on Employment.The provisions of this Plan shall not affect the right of the Company or any
Designated Subsidiary or any Participant to terminate the Participant's employment with the Company or any Designated Subsidiary.

23.Withholding.The Company reserves the right to withhold from stock or cash distributed to a Participant any
amounts that it is required by law to withhold.

24.Other Company Benefit and Compensation Programs.For purposes of the determination of benefits under any
other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Designated Subsidiary (a) any amounts deducted from a Participant's Compensation pursuant to the
Participant's payroll deduction election under Section 4 shall be deemed a part of a Participant's compensation, and (b) payments and other benefits received by a Participant under an
Option shall not be deemed a part of a Participant's compensation, unless expressly provided in such other plans or arrangements, or except where the Board expressly determines in writing. The
existence of the Plan notwithstanding, the Company or any Designated Subsidiary may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to
attract, retain and motivate employees.

25.Effective Date.The Plan shall become effective January 1, 2005, provided that the Company's
stockholders approve it within 12 months after the date the Plan was adopted by the Board.

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