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                                                                   Exhibit 10.22

                           CHANGE-IN-CONTROL AGREEMENT

         THIS AGREEMENT ("Agreement") is entered into as of March 11, 2005, by
and between Keane, Inc., a Massachusetts corporation with its principal place
of business at 100 City Square, Boston, Massachusetts 02129 ("Keane"), and
Robert B. Atwell (the "Executive"). Keane and the Executive are referred to
together herein as the "Parties."

         WHEREAS, the Executive is currently employed as Senior Vice President,
North American Branch Operations, of the Company; and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company has authorized certain severance provisions in respect of senior
executives of the Company following the occurrence of a change of control in
order to assist in the retention of the Company's executives;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Company and the Executive agree as
follows:

         1.       TERM OF EMPLOYMENT. Subject to the benefits described in
                  paragraph 2, the Company retains the right to terminate the
                  employment of the Executive at any time, including, without
                  limitation, with or without notice and with or without Cause.

         2.       SEVERANCE BENEFITS UPON TERMINATION AFTER CORPORATE CHANGE IN
                  CONTROL. If within one year after a Change in Control (as
                  defined in Exhibit A to this Agreement) the Executive's
                  employment is terminated by the Company without Cause or by
                  the Executive for Good Reason, both as defined below (the
                  effective date of any such termination being hereinafter
                  referred to as the "Termination Date") the Executive shall be
                  entitled to the following severance benefits (and no others):

                  a.       For a period of twenty-four months following the
                           Termination Date (the "Salary Continuation Period"),
                           (on the normal payroll schedule for the Executive in
                           effect immediately prior to the Termination Date) the
                           Company shall continue to pay the Executive the base
                           salary and targeted annual bonus (monthly on a pro
                           rata basis), both at the rate in effect immediately
                           before the Termination Date, EXCEPT THAT in the case
                           of a termination by the Executive for Good Reason,
                           disregarding any reduction thereof that was the basis
                           for such termination.

                  b.       Upon the Termination Date, all stock options,
                           restricted stock and other equity awards previously
                           granted to the Executive shall become vested
                           immediately and shall be exercisable in full in
                           accordance with the applicable stock option,
                           restricted stock or other form of equity agreement
                           and the terms of any applicable stock or equity plan.

                  c.       The Termination Date shall be treated as a qualifying
                           event under the Consolidated Omnibus Reconciliation
                           Act of 1985 ("COBRA"). Under COBRA, if the Executive
                           is covered by the group medical and/or dental plan
                           offered by Keane, the Executive and his or her spouse
                           and dependents are entitled to elect a temporary
                           extension of health and/or dental coverage at group
                           rates in certain instances where coverage under the
                           plan would otherwise end ("Continuation Coverage").
                           If the Executive elects Continuation Coverage under
                           COBRA, during the period of such Continuation
                           Coverage, the Executive will be responsible for any
                           contribution

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                           required from active employees of the Company under
                           the applicable group medical and/or dental plan. If
                           and to the extent this Section 2.c does not apply, as
                           where the Executive is not resident in or of the
                           United States, the Executive shall receive a monthly
                           stipend to offset medical and/or dental benefits lost
                           following the Termination Date.

                  d.       For 12 months, the Executive shall be entitled to
                           continue participation in the executive financial
                           planning benefit in effect as of the Termination
                           Date.

                  e.       Neither the Executive nor Keane shall have the right
                           to accelerate or to defer the delivery of the
                           payments to be made under this Section 2; PROVIDED,
                           HOWEVER, that if the Executive is a "specified
                           employee" as defined in Section 409A(a)(2)(B)(i) of
                           the Internal Revenue Code of 1986, as amended (the
                           "Code"), and any of the payments to be made to the
                           Executive under this Section 2 constitute
                           "nonqualified deferred compensation" within the
                           meaning of Section 409A of the Code, then the
                           commencement of the delivery of any such payments
                           will be delayed to the date that is six months after
                           the Termination Date.

         3.       DEFINITIONS.


                  a.       "GOOD REASON". "Good Reason" means termination at the
                           Executive's initiative within one year after a Change
                           in Control (as defined in Exhibit A to this
                           Agreement) if:

                           (i)      The Executive's title, duties, status,
                                    reporting relationship, authority or
                                    responsibilities have been materially and
                                    adversely affected; or

                           (ii)     The Executive's compensation, including base
                                    salary and target annual bonus, has been
                                    reduced by 10% or greater; or

                           (iii)    The Executive's principal place of
                                    employment immediately prior to the Change
                                    of Control is relocated to a location more
                                    than 25 miles from such place of employment.

                  The Executive shall give the Company Notice of termination
                  specifying which of the foregoing provisions is applicable and
                  the factual basis therefor, and if the Company fails to remedy
                  such material failure, the Termination Date shall be the 30th
                  business day after such Notice is given or such other date as
                  the Company and the Executive shall agree.

                  b.       "CAUSE". For purposes of this Agreement only, "Cause"
                           means and shall be limited to:

                           (i)      wrongful misappropriation of the funds or
                                    property of the Company;

                           (ii)     use of alcohol or illegal drugs interfering
                                    with the performance of the Executive's
                                    obligations, continuing after written
                                    warning of such actions;

                           (iii)    admission, confession, or plea bargain to,
                                    or conviction of, a felony, or of any crime
                                    involving moral turpitude, dishonesty, or
                                    unethical conduct;

                           (iv)     commission of any willful, intentional or
                                    grossly negligent act which would reasonably
                                    be expected to materially injure the
                                    reputation, business or business
                                    relationships of the Company or which would
                                    bring the

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                                    Executive or the Company into disrepute, or
                                    the willful commission of any act which is a
                                    breach of the Executive's fiduciary duties
                                    to the Company;

                           (v)      the deliberate or willful failure by the
                                    Executive (other than by reason of the
                                    Executive's physical or mental illness,
                                    incapacity or disability) to substantially
                                    perform his duties with the Company and the
                                    continuation of such failure for a period of
                                    30 days after delivery by the Company to the
                                    Executive of Notice specifying the scope and
                                    nature of such failure and the Company's
                                    intention to terminate the Executive for
                                    Cause; or

                           (vi)     commission of any act which constitutes a
                                    material breach of the policies of the
                                    Company, including but not limited to the
                                    disclosure of any confidential information
                                    or trade secrets pertaining to the Company
                                    or any of its clients.

                           For purposes of this Section, any act or failure to
                           act of the Executive shall not be considered
                           "willful" unless done or omitted to be done by the
                           Executive not in good faith and without reasonable
                           belief that the Executive's action or omission was in
                           the best interest of the Company. The Company shall
                           give the Executive Notice of termination specifying
                           which of the foregoing provisions is applicable. The
                           effective Termination Date shall be the 30th business
                           day after such Notice is given or such other date as
                           the Company and the Executive shall agree.

         4.       GROSS-UP PAYMENT.

                  a.       In the event an Executive becomes entitled to any
                           benefits or payments under this Agreement or under
                           any other agreement, plan or arrangement to which the
                           Company and the Executive are parties, including any
                           non-cash benefit or deferred payment or benefit (the
                           "Total Benefits"),

                           (i)      where such payment or benefit is contingent
                                    on a Change in Control (as defined in
                                    Exhibit A to this Agreement), and

                           (ii)     in the event that any of the Total Benefits
                                    will be subject to a tax imposed by Section
                                    4999 of the Code (the "Excise Tax"), due to
                                    classification as an excess parachute
                                    payment in accordance with Section 280G of
                                    the Code,

                           the Company shall pay to him an additional amount
                           (the "Gross-Up Payment") such that the net amount
                           retained by him, after reduction of any Excise Tax on
                           the Total Benefits and any federal, state and local
                           income tax, Excise Tax and FICA and Medicare
                           withholding taxes upon the payment provided for by
                           this Section, shall be equal to the Total Benefits.
                           For purposes of this Gross-Up Payment, the amount of
                           the Excise Tax (if any) imposed on any non-cash
                           benefits or any deferred payment or benefit shall be
                           reasonably determined by the Company, after
                           consultation with its legal and tax advisors.

                  b.       For purposes of determining the amount of the
                           Gross-Up Payment, an Executive shall be deemed to pay
                           federal income taxes at the highest marginal rate of
                           federal income taxation in the calendar year in which
                           the Gross-Up Payment is to be made and state and
                           local income taxes at the highest marginal rate of
                           taxation in the state and locality of his residence
                           on the Termination Date, net of the reduction in
                           federal income taxes which could be obtained from
                           deduction of such state and local taxes (calculated
                           by
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                           assuming that any reduction under Section 68 of the
                           Code in the amount of itemized deductions allowable
                           to him applies first to reduce the amount of such
                           state and local income taxes that would otherwise be
                           deductible by him).

                  c.       In the event that the Excise Tax is subsequently
                           determined to be less than the amount taken into
                           account for purposes of calculating the Gross-Up
                           Payment, the Executive shall promptly repay to the
                           Company the portion of the Gross-Up Payment
                           attributable to such reduction (plus that portion of
                           the Gross-Up Payment attributable to the Excise Tax,
                           federal, state and local income taxes and FICA and
                           Medicare withholding taxes imposed on the portion of
                           the Gross-Up Payment being repaid by him to the
                           extent that such repayment results in a reduction in
                           Excise Tax, FICA and Medicare withholding taxes
                           and/or federal, state or local income taxes) plus
                           interest on the amount of such repayment at the rate
                           provided in Section 1274(b)(2)(B) of the Code.

                  d.       In the event that the Excise Tax is determined to
                           exceed the amount taken into account hereunder, the
                           Company shall make an additional Gross-Up Payment to
                           him in respect of such excess (plus any interest,
                           penalties or additions payable by him with respect to
                           such excess) at the time that the amount of such
                           excess is finally determined.

                  e.       The Gross Up Payment shall be made within two and a
                           half months after the Termination Date; PROVIDED,
                           HOWEVER, that if the Executive is a "specified
                           employee" as defined in Section 409A(a)(2)(B)(i) of
                           Code and any of the payments to be made to the
                           Executive under this Section 4 constitute
                           "nonqualified deferred compensation" within the
                           meaning of Section 409A of the Code, then the
                           commencement of the delivery of any such payments
                           will be delayed to the date that is six months after
                           the Termination Date.

                  f.       The intent of this Section 4 is to make the Executive
                           whole, to the extent allowed under applicable laws
                           and regulations, such that he is not detrimentally
                           impacted by the imposition of a tax over and above
                           the marginal rate applicable to his Keane-related
                           earnings as a result of a Change In Control. To the
                           extent the Executive is subject to income tax laws of
                           a country other than the United States, the Company
                           shall use its best efforts to implement the intent of
                           this Section 4 in accordance with applicable laws and
                           regulations.

         5.       OBLIGATIONS AND RESTRICTIVE COVENANTS. All obligations and
                  restrictive covenants as set forth in any existing or future
                  Employment Agreements, Stock Option Agreements, or the like,
                  shall remain in full force and effect notwithstanding this
                  Agreement, including but not limited to, provisions and/or
                  restrictions relating to trade secrets, confidential
                  information, works made for hire and inventions, competition,
                  solicitation, hiring, Company property, et cetera, EXCEPT THAT
                  any and all such obligations and restrictive covenants shall
                  remain in full force and effect for the entire Salary
                  Continuation Period notwithstanding any shorter period set
                  forth therein.

         6.       NOTICES

                  a.       Each notice, demand, consent or communication
                           (hereinafter "Notice") which is or may be required to
                           be given by any party to the other party in

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                           connection with this Agreement shall be in writing
                           and given by facsimile, personal delivery, receipted
                           delivery services, or by certified mail, return
                           receipt requested, prepaid and properly addressed to
                           the other party as shown below.

                  b.       Notices shall be effective on the date sent via
                           facsimile, the date delivered personally or by
                           receipted delivery service, or three (3) days after
                           the date mailed:

                           (i)      To the Company:

                                    Legal Department
                                    Attn: Corporate Counsel
                                    Keane, Inc.
                                    100 City Square
                                    Charlestown, MA 02129

                           (ii)     To the Executive:

                                    At the residence address most recently filed
                                    with the Company.

         7.       SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
                  upon and inure to the benefit of the Parties named herein and
                  their respective successors and permitted assigns. No Party
                  may assign either this Agreement or any of its rights,
                  interests or obligations hereunder without the prior written
                  approval of the other Party; provided, that Keane may assign
                  its rights, interests or obligations hereunder to: (a) a
                  subsidiary, subdivision or affiliate, provided that Keane
                  shall remain responsible to the Executive for such obligations
                  in the event they are not met by such assignee; or (b) to a
                  person, corporation, organization or other entity that
                  acquires (whether by stock purchase or merger or otherwise)
                  all or substantially all of the business or assets of Keane.

         8.       MISCELLANEOUS.

                  a.       This Agreement may be amended or modified only by a
                           written instrument executed by Keane and the
                           Executive. Notwithstanding anything herein to the
                           contrary, to the extent that the Executive or Keane
                           reasonably believe that Section 409A of the Code will
                           result in adverse tax consequences to the Executive
                           as a result of this Agreement, then the Executive and
                           Keane shall renegotiate this Agreement in good faith
                           in order to minimize or eliminate such tax
                           consequences and retain the basic economics of this
                           Agreement to the extent possible.

                  b.       This Agreement shall be governed by and construed in
                           accordance with the internal laws (and not the laws
                           of conflicts) of the Commonwealth of Massachusetts.

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                  c.       Except in the case of Section 7 above, the term
                           "Keane" or the "Company" shall include Keane, Inc.
                           and any of its subsidiaries, subdivisions and
                           affiliates. The captions of the sections of this
                           Agreement are for convenience of reference only and
                           in no way define, limit or affect the scope or
                           substance of any section of this Agreement.

                  d.       This Agreement may be executed in counterparts, each
                           of which shall be deemed to be an original but both
                           of which together shall constitute one and the same
                           instrument.

                  e.       The invalidity or unenforceability of any provision
                           of this Agreement shall not affect the validity or
                           enforceability of any other provision of this
                           Agreement. If any provision of this Agreement shall
                           be held invalid or unenforceable in part, the
                           remaining portion of such provision, together with
                           all other provisions of this Agreement, shall remain
                           valid and enforceable and continue in full force and
                           effect to the fullest extent consistent with law.

                  f.       The Executive's or the Company's failure to insist
                           upon strict compliance with any provision of, or to
                           assert any right under, this Agreement shall not be
                           deemed to be a waiver of such provision or right or
                           of any other provision of or right under this
                           Agreement.

                  g.       Keane shall have the right to withhold all applicable
                           income and employment taxes due with respect to any
                           payment made to the Executive under this Agreement.


         Executed this 11th day of March, 2005


                                             By: /s/ Brian T. Keane
                                                 --------------------
                                                 Brian T. Keane


                                             Keane, Inc.


                                             By: /s/ Robert B. Atwell
                                                 --------------------
                                                 Robert B. Atwell

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                                    EXHIBIT A

                        DEFINITION OF "CHANGE IN CONTROL"

"Change in Control" shall mean any of the following:

(a)      any "person," as such term is used in Sections 13(d) and 14(d) of the
         Securities Exchange Act of 1934, as amended (the "Act") (other than the
         Company, any of its subsidiaries, or any trustee, fiduciary or other
         person or entity holding securities under any employee benefit plan or
         trust of the Company or any of its subsidiaries), together with all
         "affiliates" and "associates" (as such terms are defined in Rule 12b-2
         under the Act) of such person, shall become the "beneficial owner" (as
         such term is defined in Rule 13d-3 under the Act), directly or
         indirectly, of securities of the Company representing fifty percent
         (50%) or more of either (A) the combined voting power of the Company's
         then outstanding securities having the right to vote in an election of
         the Company's Board ("Voting Securities") or (B) the then outstanding
         shares of Company's common stock ("Common Stock") (other than as a
         result of an acquisition of securities directly from the Company); or

     (b) During any period of two years or less, persons who at the beginning of
         such period (the "Commencement Date") constitute the Company's Board
         (the "Incumbent Directors") cease for any reason, including, without
         limitation, as a result of a tender offer, proxy contest, merger or
         similar transaction, to constitute at least a majority of the Board,
         provided that any person becoming a director of the Company subsequent
         to the Commencement Date shall be considered an Incumbent Director if
         such person's election was approved by or such person was nominated for
         election by a vote of at least a majority of the Incumbent Directors;
         but provided further, that any such person whose initial assumption of
         office is in connection with an actual or threatened election contest
         relating to the election of members of the Board or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         person other than the Board, including by reason of agreement intended
         to avoid or settle any such actual or threatened contest or
         solicitation, shall not be considered an Incumbent Director; or

(c)      the stockholders of the Company shall approve (A) any consolidation or
         merger of the Company where the stockholders of the Company,
         immediately prior to the consolidation or merger, would not,
         immediately after the consolidation or merger, beneficially own (as
         such term is defined in Rule 13d-3 under the Act), directly or
         indirectly, shares representing in the aggregate fifty percent (50%) or
         more of the voting shares of the Company issuing cash or securities in
         the consolidation or merger (or of its ultimate parent corporation, if
         any), (B) any sale, lease, exchange or other transfer (in one
         transaction or a series of transactions contemplated or arranged by any
         party as a single plan) of all or substantially all of the assets of
         the Company or (C) any plan or proposal for the liquidation or
         dissolution of the Company.

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         Notwithstanding the foregoing, a "Change of Control" shall not be
         deemed to have occurred for purposes of the foregoing clause (a) solely
         as the result of an acquisition of securities by the Company which, by
         reducing the number of shares of Common Stock or other Voting
         Securities outstanding, increases the proportionate number of shares
         beneficially owned by any person to fifty percent (50%) or more of
         either (A) the combined voting power of all of the then outstanding
         Voting Securities or (B) Common Stock; provided, however, that if any
         person referred to in this sentence shall thereafter become the
         beneficial owner of any additional shares of Voting Securities or
         Common Stock (other than pursuant to a stock split, stock dividend, or
         similar transaction or as a result of an acquisition of securities
         directly from the Company) and immediately thereafter beneficially owns
         fifty percent (50%) or more of either (A) the combined voting power of
         all of the then outstanding Voting Securities or (B) Common Stock, then
         a "Change of Control" shall be deemed to have occurred for purposes of
         the foregoing clause (a).