Exhibit 10.2


 


THIRD AMENDMENT TO


 


MASTER PROFESSIONAL
SERVICES AGREEMENT


 


 


BY AND BETWEEN


 


MACRO*WORLD RESEARCH
CORPORATION


 


AND


 


GENPACT INTERNATIONAL, INC.
, HUNGARIAN BRANCH




 


 


DATED:  March 23, 2009


 


 





















 


THIRD
AMENDMENT TO


MASTER PROFESSIONAL SERVICES AGREEMENT


 


                This Third Amendment
(the “Amendment”) entered into and
effective March 23, 2009 amends that certain Master Professional Services
Agreement dated as of November 30, 2005 (as amended, modified and
supplemented from time to time, the “Agreement”) by
and between Macro*World Research Corporation,  a
North Carolina corporation having a principal place of business at
301 S. College Street, Charlotte, NC 28288 (“Wachovia”)
and Genpact
International, Inc. (as
successor in business to Genpact International, S.A.R.L.), a Delaware
corporation with an office at 1251 Avenue of the Americas, New York, NY 10020,
acting through its Hungarian Branch, having its principal place of business at
Duna Plaza Offices, 4th Floor, H-1138, Budapest Váci út 178, Hungary (“Genpact”).


 


                WHEREAS, Wachovia and Genpact
are parties to the Agreement and have agreed to amend the Agreement as provided
herein.


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, and of other good and valid consideration,
the receipt and sufficiency of which are hereby acknowledged, Wachovia and
Genpact hereby agree as follows:


 


AMENDMENTS TO THE AGREEMENT


 


1.                                      Section 4.8, “Key Wachovia
Competitors”, is deleted in its entirety.


 


2.                                      Schedule A is
amended in part by deleting the definition of Key Wachovia Competitors.


 


3.                                      Sections 27.3 (a) and (b) 
(Notices) of the Agreement shall be amended by replacing the contact
information for Genpact as follows:


 


“In the case of Genpact


 


Genpact International, Inc.


1251 Avenue of the
Americas


Suite 41


New York, NY 10020


Attention: General
Counsel


 


GENERAL


 


4.                                      Defined Terms.


 


Capitalized terms used
herein and not otherwise defined have the meaning given in the Agreement.


 


5.                                      Authority For Amendment.


 


The execution, delivery
and performance of this amendment has been duly authorized by all requisite
corporate action on the part of Wachovia and Genpact and upon execution by all
parties, will constitute a legal, binding obligation thereof.


 


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6.                                      Effect of Amendment.


 


Except as specifically
amended hereby, the Agreement, and all terms contained therein, remains in full
force and effect.  The Agreement, as
amended by this Amendment, constitutes the entire understanding of the Parties
with respect to the subject matter hereof.


 


7.                                      Binding Effect; Severability.


 


Each reference herein to
a Party hereto shall be deemed to include its successors and assigns, all of
whom shall be bound by this Amendment and in whose favor the provisions of this
Amendment shall inure.  In case any one
or more of the provisions contained in this Amendment shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby.


 


8.                                      Further Assurances.


 


The parties hereto agree
to execute such other documents and instruments and to do such other and
further things as may be necessary or desirable for the execution and
implementation of this Amendment and the consummation of the transactions
contemplated hereby and thereby.


 


9.                                      Governing Law.


 


This Amendment shall be
governed by and construed in accordance with the laws of the State of New York.


 


10.                               Counterparts.


 


This Amendment may be
executed in counterparts, each of which shall constitute an original, but all
of which, when taken together, shall constitute but one agreement.


 


IN
WITNESS WHEREOF, the Parties have caused this Third Amendment to be executed by
their respective duly authorized representatives, all as of the day and year first above written.


 


	
  Macro*World
  Research Corporation

  	
   

  	
  Genpact
  International, Inc.,

  
	
   

  	
   

  	
   

  	
  Hungarian
  Branch

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Scott P. Berrier

  	
   

  	
  By:

  	
  /s/ Victor F.
  Guaglianone

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Scott P. Berrier

  	
   

  	
  Name:

  	
  Victor F. Guaglianone

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP and Director

  	
   

  	
  Title:

  	
  SVP and General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  3/24/09

  	
   

  	
  Date:

  	
  March 23, 2009

  



 


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