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                                                                   Exhibit 10.28

                           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 Georgina
L. Fisk (the "Executive"). Keane and the Executive are referred to together
herein as the "Parties."

     WHEREAS, the Executive is currently employed as Vice President, Marketing,
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/ Georgina Fisk
                                              -----------------
                                              Georgina Fisk

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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),

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               (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.

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).