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                                                                   EXHIBIT 10.11

  CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
        BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

                            MASTER SERVICES AGREEMENT

This Master  Services  Agreement by and between  eTelecare  International,  Inc.
("Provider"),  a corporation  registered in the  Philippines and located at 20th
Floor,  Citibank Square,  Eastwood City Cyberpark,  Bagumbayan,  Manila and Dell
Products L.P., a Texas limited partnership, located at One Dell Way, Round Rock,
Texas 78682 is effective as of April 1, 2002. This Master Services Agreement and
its Schedules,  Addenda, Exhibits, and Attachments,  as so identified,  shall be
hereinafter collectively referred to as the "Agreement."

1.   INTRODUCTION                       or similar taxes for which Dell shall be
                                        obligated   to   pay    Provider.    For
This  Agreement  sets forth the terms   performance under this Agreement through
and   conditions   under  which  Dell   June 30,  2002,  Dell shall pay Provider
Products   L.P.  and  Dell   Computer   thirty (30) days after Dell's receipt of
Corporation's   ("DCC")  subsidiaries   a proper invoice.  For performance under
and      affiliates      (hereinafter   this Agreement on or after July 1, 2002,
collectively  referred  to as "Dell")   all invoices  for  Services  received by
shall   purchase  from  Provider  the   Dell will be accumulated,  upon receipt,
services set forth in the  applicable   for a  period  from  the  16th  day of a
Addendum     or     Schedule     (the   month to the  15th day of the  following
"Services"). The terms and conditions   month (the "Accumulation  Period"). Dell
of this Agreement  shall apply to all   will pay  invoices  received  during the
services   purchased   by  Dell  from   Accumulation Period net 50 days from the
Provider.  For  the  purpose  of this   end of such  Accumulation  Period  (EOAP
Agreement,  Services includes without   50).  No invoice  can be dated  prior to
limitation  all  incidental  services   the date the Services  reflected in such
and  tasks   necessary   to   perform   invoice are provided to Dell.  Dell will
acceptable   Services   and   provide   have no liability for any taxes based on
acceptable   deliverables  (including   Provider's  net  assets or income or for
without  limitation  any  software or   which Dell has an appropriate  resale or
other goods  provided  in  connection   other exemption.  Provider will have the
with the  provisioning  of  Services)   option of EFT payment with EOAP50 terms.
and/or  documentation  that accompany
the     deliverables     (hereinafter   4.3 Provider  agrees  to  invoice  Dell
collectively   referred   to  as  the   within  thirty  (30)  days  after it has
"Deliverables").                        performed  the services for which it has
                                        the right to invoice  under the terms of
2.   TERM                               this  Agreement.  The  invoice  must  be
                                        itemized  and  shall   include   without
Unless sooner  terminated  hereunder,   limitation:   (i)  a  reference  to  the
this Agreement  shall continue for an   applicable  Order  number;  and (ii) the
initial   term  of  two  (2)   years,   relevant    Services    and   times   of
beginning on the Effective  Date, and   performance.  Proper  original  invoices
then  will be  automatically  renewed   shall be  mailed  to the  address  below
for  additional  successive  one  (1)   unless   otherwise   set   forth  in  an
year  terms   unless  Dell   provides   Addendum or Schedule:
notice of expiration ninety (90) days
prior to the end of any term.                Dell Products L.P.
                                             Accounts Payable
3.   TIMES OF PERFORMANCE                    P.O. Box 149257
                                             Austin, TX 78714
Provider  will  provide  to Dell  the
Services  according  to the  time and   4.4 Provider  acknowledges  and  agrees
manner  specified in this  Agreement,   that Dell has the right to withhold  any
or applicable Addendum or Schedule as   applicable  taxes from any  royalties or
executed   by   both   parties.   The   other  payments due under this Agreement
purchase  of  Services  will  only be   if required by any government authority.
made and commenced upon issuance of a   Without limiting the foregoing,  if Dell
Dell   purchase    order    ("Order")   Products      L.P.     is     purchasing
referencing  this  Agreement,  or any   products/services   from   Provider   on
applicable Addendum or Schedule.        behalf of a  subsidiary  or affiliate of
                                        Dell  Computer   Corporation,   Provider
4.   PAYMENT                            acknowledges   and   agrees   that  Dell
                                        Products  L.P.  may  withhold  from  any
4.1 For  performance of the Services,   royalties   or  payments  due  for  such
upon Acceptance (as set forth below),   products/services  any applicable  taxes
Dell will pay the Price (or Fees) set   incurred  by  Dell  Products  L.P.  that
forth in the  applicable  Addendum or   result from Dell Products L.P. providing
Schedule.                               such products/services to the applicable
                                        Dell Computer Corporation  subsidiary or
4.2 Unless  otherwise  stated  in an    affiliate.
Addendum or  Schedule,  all  payments
shall be stated (and  payments  made)
in  United  States  dollars  and  are
exclusive of applicable sales, use


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4.5 Agreed prices, discounts, charges   MERCHANTABILITY   AND   FITNESS   FOR  A
and other  terms  will be at least as   PARTICULAR PURPOSE.
favorable  as the prices,  discounts,
charges  and  other  terms  of  other   7.   INDEMNITY
customers,     purchasing     similar
services    or     products     under   7.1  PROVIDER INDEMNITY
substantially   similar   terms   and        ------------------
conditions.
                                        7.1.1   PROVIDER   AGREES   TO   DEFEND,
5.   ACCEPTANCE                         INDEMNIFY,   AND  HOLD   HARMLESS   DELL
                                        PRODUCTS  L.P.,  DCC,  AND ANY OF  DCC'S
In  performance   of  the  Services,    SUBSIDIARIES  OR  AFFILIATES,  AND THEIR
Provider  agrees to provide Dell with   RESPECTIVE     DIRECTORS,      OFFICERS,
the  Deliverables  set  forth  in the   EMPLOYEES,  REPRESENTATIVES,  AND AGENTS
applicable   Addendum  or   Schedule.   (THE "INDEMNITEES") FROM AND AGAINST ANY
These  Deliverables  shall  meet  the   AND ALL CLAIMS, ACTIONS,  DEMANDS, LEGAL
criterion      (the       "Acceptance   PROCEEDINGS,    LIABILITIES,    DAMAGES,
Criterion")    set   forth   in   the   LOSSES,      JUDGMENTS,       AUTHORIZED
applicable Addendum or Schedule. Dell   SETTLEMENTS,    COSTS    OR    EXPENSES,
will,   in   accordance    with   the   INCLUDING WITHOUT LIMITATION  REASONABLE
applicable   Addendum  or   Schedule,   ATTORNEYS' FEES, (THE "DAMAGES") ARISING
advise Provider of Dell's  acceptance   OUT OF OR IN CONNECTION WITH ANY ALLEGED
or rejection.                           OR ACTUAL:

6.   WARRANTY                           (i) INFRINGEMENT  BY PROVIDER  AND/OR A
                                        DELIVERABLE(S)  OF A COPYRIGHT,  PATENT,
6.1 Provider  represents and warrants   TRADEMARK,   TRADE   SECRET   OR   OTHER
on an ongoing basis that:               PROPRIETARY  OR  INTELLECTUAL   PROPERTY
                                        RIGHT OF ANY THIRD PARTY;
(a) Services  will:  comply with the
description  of Services set forth in   (ii) CLAIM THAT  PROVIDER  AND/OR  GOODS
the applicable  Addendum or Schedule;   AND  DELIVERABLES  PROVIDED  UNDER  THIS
comply  with all of the  other  terms   AGREEMENT   HAS  CAUSED   BODILY  INJURY
and conditions of this Agreement; and   (INCLUDING DEATH) OR HAS DAMAGED REAL OR
be performed in good and  workmanlike   TANGIBLE PERSONAL PROPERTY;
manner  by a  skilled  and  qualified
staff  in  accordance  with  industry   (iii) BREACH  OF  ANY  OF   PROVIDER'S
standards;                              WARRANTIES CONTAINED IN THIS AGREEMENT;

(b) Per any Deliverables  provided in   (iv) ANY  VIOLATION  BY  PROVIDER OF ANY
performance  of  the  Services,  Dell   GOVERNMENTAL LAWS, RULES, ORDINANCES, OR
will  acquire  good  and   marketable   REGULATIONS; AND/OR,
title to the Deliverables;
                                        (v) CLAIM BY OR ON BEHALF OF  PROVIDER'S
(c) All   Deliverables    delivered     SUBCONTRACTORS,  SUPPLIERS, OR EMPLOYEES
hereunder   will   conform   to   any   FOR  SALARY,  WAGES,  BENEFITS  OR OTHER
Provider specifications including any   COMPENSATION.
specifications   set   forth   in  an
applicable   Addendum,   Schedule  or   7.1.2 NOTWITHSTANDING  ANYTHING ELSE TO
Order  for a period as  specified  in   THE  CONTRARY  IN  THIS   AGREEMENT  AND
the applicable  Addendum or Schedule,   SUBJECT TO SECTION  7.3 BELOW,  PROVIDER
or for one (1) year  from  Acceptance   SHALL ASSUME FULL RESPONSIBILITY FOR ANY
of the  Deliverable  by  Dell  if not   AND   ALL   DAMAGES   RELATED   TO   ITS
specified in the applicable  Addendum   INDEMNIFICATION  OBLIGATION  UNDER  THIS
or Schedule;                            SECTION 7.

(d) It  has  all  the   rights   and    7.1.3 PROVIDER  WILL  PROVIDE THE ABOVE
licenses    in    the    Deliverables   INDEMNITY  EVEN IF  LOSSES  ARE DUE,  OR
necessary  to  allow  Dell to use the   ALLEGED TO BE DUE, OR ALLEGED TO BE DUE,
Deliverables  without  restriction or   IN PART TO ANY INDEMNITEE'S CONCURRENT
additional charge;

(e) This Agreement (including without
limitation     the     delivery    of
Deliverables  and  performance of the
Services)   does  not   violate   any
applicable  law  (including   without
limitation all  applicable  import or
export  regulations and all licensing
or permitting requirements) or breach
any other Agreement to which Provider
is a party or bound.

6.2 EXCEPT AS EXPRESSLY  SET FORTH IN
THIS  AGREEMENT,   NEITHER  DELL  NOR
PROVIDER  MAKES ANY OTHER  EXPRESS OR
IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED  TO,  IMPLIED  WARRANTIES  OF


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NEGLIGENCE OR OTHER FAULT,  BREACH OF   LIMITATION  REASONABLE  ATTORNEYS' FEES,
CONTRACT  OR   WARRANTY,   OR  STRICT   (THE  "DAMAGES")  ARISING  OUT  OF OR IN
LIABILITY  WITHOUT  REGARD TO FAULT;    CONNECTION WITH ANY ALLEGED OR ACTUAL:
PROVIDED,  HOWEVER,  THAT  PROVIDER'S
CONTRACTUAL       OBLIGATION       OF   (i) CLAIM  THAT DELL HAS  CAUSED  BODILY
INDEMNIFICATION  SHALL NOT  EXTEND TO   INJURY  (INCLUDING DEATH) OR HAS DAMAGED
THE  PERCENTAGE  OF THE  THIRD  PARTY   REAL OR TANGIBLE PERSONAL PROPERTY UNDER
CLAIMANT'S DAMAGES OR INJURIES OR THE   THIS AGREEMENT;
SETTLEMENT AMOUNT ATTRIBUTABLE TO THE
INDEMNITEE'S   NEGLIGENCE   OR  OTHER   (ii) BREACH  OF  ANY  DELL   WARRANTIES
FAULT,   BREACH.   OF   CONTRACT   OR   CONTAINED IN THIS AGREEMENT;
WARRANTY,   OR  TO  STRICT  LIABILITY
IMPOSED UPON  INDEMNITEE  AS A MATTER   (iii) ANY  VIOLATION  BY  DELL  OF  ANY
OF LAW.                                 GOVERNMENTAL LAWS, RULES, ORDINANCES, OR
                                        REGULATIONS; AND/OR,
7.14 IN THE EVENT OF ANY SUCH CLAIMS,
DELL  SHALL:   (1)  PROMPTLY   NOTIFY   (v) CLAIM  BY OR ON  BEHALF  OF  DELL'S
PROVIDER,  (2) AT PROVIDER'S EXPENSE,   SUBCONTRACTORS,  SUPPLIERS, OR EMPLOYEES
REASONABLY COOPERATE WITH PROVIDER IN   FOR  SALARY,  WAGES,  BENEFITS  OR OTHER
THE  DEFENSE  THEREOF,  AND  (3)  NOT   COMPENSATION.
SETTLE   ANY  SUCH   CLAIMS   WITHOUT
PROVIDER'S   CONSENT  WHICH  PROVIDER   7.2.2 NOTWITHSTANDING  ANYTHING ELSE TO
AGREES NOT TO UNREASONABLY  WITHHOLD.   THE  CONTRARY  IN  THIS   AGREEMENT  AND
PROVIDER  SHALL KEEP DELL INFORMED AT   SUBJECT TO  SECTION  7.2.3  BELOW,  DELL
ALL   TIMES  AS  TO  THE   STATUS  OF   SHALL ASSUME FULL RESPONSIBILITY FOR ANY
PROVIDER'S  EFFORTS AND CONSULT  WITH   AND   ALL   DAMAGES   RELATED   TO   ITS
DELL (OR DELL'S  COUNSEL)  CONCERNING   INDEMNIFICATION  OBLIGATION  UNDER  THIS
PROVIDER'S   EFFORTS;   AND  PROVIDER   SECTION 7.
SHALL NOT  SETTLE  THE CLAIM  WITHOUT
DELL'S PRIOR WRITTEN  CONSENT,  WHICH   7.2.3 DELL  WILL   PROVIDE   THE  ABOVE
SHALL NOT BE UNREASONABLY WITHHELD.     INDEMNITY  EVEN IF  LOSSES  ARE DUE,  OR
                                        ALLEGED  TO  BE  DUE,  IN  PART  TO  ANY
7.1.5 IN  ADDITION   TO   PROVIDER'S    INDEMNITEE'S  CONCURRENT  NEGLIGENCE  OR
OBLIGATIONS AND LIABILITIES ABOVE, IF   OTHER  FAULT,   BREACH  OF  CONTRACT  OR
AN  INFRINGEMENT  CLAIM  IS  MADE  OR   WARRANTY,  OR STRICT  LIABILITY  WITHOUT
APPEARS  LIKELY  TO BE  MADE  ABOUT A   REGARD TO FAULT; PROVIDED, HOWEVER, THAT
DELIVERABLE,   PROVIDER   SHALL,   AT   DELL'S    CONTRACTUAL    OBLIGATION   OF
DELL'S  OPTION,  EITHER:  PROCURE FOR   INDEMNIFICATION  SHALL NOT EXTEND TO THE
DELL THE RIGHT TO CONTINUE TO USE THE   PERCENTAGE OF THE THIRD PARTY CLAIMANT'S
DELIVERABLE;  MODIFY THE  DELIVERABLE   DAMAGES OR  INJURIES  OR THE  SETTLEMENT
SO THAT IT IS NO  LONGER  INFRINGING;   AMOUNT  ATTRIBUTABLE TO THE INDEMNITEE'S
OR REPLACE  IT WITH A  NON-INFRINGING   NEGLIGENCE  OR OTHER  FAULT,  BREACH  OF
DELIVERABLE.   IF   NONE   OF   THESE   CONTRACT  OR  WARRANTY,   OR  TO  STRICT
ALTERNATIVES      IS     COMMERCIALLY   LIABILITY  IMPOSED UPON  INDEMNITEE AS A
REASONABLE,   DELL  SHALL  RETURN  OR   MATTER OF LAW.
DESTROY,  AT PROVIDER'S  OPTION,  ANY
DELIVERABLES  POSSESSED BY DELL FOR A   7.2.4 IN THE  EVENT OF ANY SUCH  CLAIMS,
REFUND OF THE PURCHASE  PRICE FOR THE   PROVIDER  SHALL:   (1)  PROMPTLY  NOTIFY
SERVICES.                               DELL, (2) AT DELL'S EXPENSE,  REASONABLY
                                        COOPERATE   WITH  DELL  IN  THE  DEFENSE
7.2  DELL INDEMNITY                     THEREOF,  AND (3) NOT  SETTLE  ANY  SUCH
     --------------                     CLAIMS WITHOUT DELL'S CONSENT WHICH DELL
                                        AGREES  NOT  TO  UNREASONABLY  WITHHOLD.
7.2.1 DELL    AGREES   TO   DEFEND,     DELL SHALL KEEP PROVIDER INFORMED AT ALL
INDEMNIFY,    AND    HOLD    HARMLESS   TIMES AS TO THE STATUS OF DELL'S EFFORTS
PROVIDER,    AND    ITS    RESPECTIVE   AND CONSULT WITH PROVIDER (OR PROVIDER'S
DIRECTORS,    OFFICERS,    EMPLOYERS,   COUNSEL) CONCERNING DELL'S EFFORTS; AND,
REPRESENTATIVES,   AND  AGENTS   (THE   DELL SHALL NOT SETTLE THE CLAIM  WITHOUT
"INDEMNITEES")  FROM AND  AGAINST ANY   PROVIDER'S PRIOR WRITTEN CONSENT.
AND  ALL  CLAIMS,  ACTIONS,  DEMANDS,
LEGAL    PROCEEDINGS,    LIABILITIES,
DAMAGES,      LOSSES,      JUDGMENTS,
AUTHORIZED   SETTLEMENTS,   COSTS  OR
EXPENSES,      INCLUDING      WITHOUT


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WHICH   SHALL  NOT  BE   UNREASONABLY   10.2 Either   party  may   immediately
WITHHELD.                               terminate   this   Agreement  by  giving
                                        written notice to the other party if the
8.   LIMITATION OF LIABILITY            other  party  is   insolvent  or  has  a
                                        petition  brought by or against it under
8.1  EXCEPT  FOR  BREACH OF THE TERMS   the insolvency laws of any jurisdiction;
SET     FORTH     IN      SECTIONS7.0   if the other party  makes an  assignment
("INDEMNITY")         AND        12.3   for  the  benefit  of  creditors;  if  a
("CONFIDENTIALITY"), NEITHER DELL NOR   receiver,  trustee or  similar  agent is
PROVIDER   WILL  BE  LIABLE  FOR  ANY   appointed  with  respect to any property
INDIRECT,        INCIDENTAL,       OR   or business of Dell.
CONSEQUENTIAL  DAMAGES  OF ANY  TYPE,
INCLUDING LOST PROFITS, OR LOST DATA,   10.3 Upon  termination  or expiration of
ARISING OUT OF OR IN CONNECTION  WITH   this Agreement,  an Addendum, a Schedule
THIS AGREEMENT OR THE SERVICES,  EVEN   or an Order.  or portion of an Addendum,
IF A PARTY  HAS BEEN  ADVISED  BY THE   Schedule  or Order,  Provider  will,  in
OTHER.  PARTY OF THE  POSSIBILITY  OF   addition  to  any  other  obligation  of
THE   DAMAGE  AND  EVEN  IF  A  PARTY   Provider on termination or expiration:
ASSERTS OR  ESTABLISHES  A FAILURE OF
ESSENTIAL   PURPOSE  OF  ANY  LIMITED   a) Cease all performance of the Services
REMEDY PROVIDED IN THIS AGREEMENT.      and furnish to Dell all Deliverables and
                                        work in progress; and
8.2  EXCEPT  FOR  BREACH OF THE TERMS
SET FORTH IN SECTION  7.1 (" PROVIDER   b) Return  to Dell  all  copies  of any
INDEMNITY")          AND         12.3   confidential or proprietary  information
("CONFIDENTIALITY"), PROVIDER'S TOTAL   of  Dell,  and  cease  all use of  these
LIABILITY   ARISING   OUT   OF   THIS   materials.
AGREEMENT AND THE SERVICES  UNDER ALL
THEORIES   OF   LIABILITY   SHALL  BE   11.  INTELLECTUAL PROPERTY RIGHTS
LIMITED TO $5,000,000.00.
                                        11.1 Provider's  Intellectual  Property:
9.   OFFSET OBLIGATIONS                      ----------------------------------
                                        To the extent that the *** Work  Product
Orders  issued  by Dell  pursuant  to   (as  defined  in  Section   11.2  below)
this  Agreement  are placed  with the   incorporates   or   requires   for   use
expectation of potential  acquisition   pre-existing  works owned by or licensed
of   credit   for   current    and/or   to *** or works developed  independently
anticipated future offset obligations   from  Provider's  obligations  hereunder
of Dell or Dell Computer Corporation,   (the "Licensed  Materials"),  *** hereby
or  their  designated   assignees  to   acknowledges   ***   ownership   of  the
various governments around the world.   Licensed Materials; and *** acknowledges
Supplier agrees to reasonably  assist   that  it does  not  have  any  ownership
Dell or Dell Computer Corporation, or   interest  in  such  Licensed  Materials.
their  designated  assignees in their   With respect to the Licensed  Materials,
efforts to secure  offset credit from   unless   otherwise   set   forth  in  an
these  governments in an amount equal   Addendum or Schedule,  *** hereby grants
to  the   value  of  the   applicable   to  *** an  irrevocable,  non-exclusive,
in-country   content  of  the  orders   worldwide,  royalty-free license to: (i)
placed under this Agreement.            use, execute, produce, display, perform,
                                        copy,    distribute    (internally    or
10.  TERMINATION                        externally)   copies  of,  and   prepare
                                        derivative works based upon the Licensed
10.1 Unless expressly set forth in an   Materials  and their  derivative  works,
applicable Addendum or Schedule, Dell   and  (ii)  authorize  others  to do any,
may  terminate for  convenience  this   some, or all of the foregoing.
Agreement, any Addendum or portion of
Addendum,  any Schedule or portion of   11.2 *** Work  Product:  Except  for the
Schedule, Order or Services performed        -----------------
under  an  Order  at any time for any   Licensed Materials,  *** agrees that the
reason upon ninety (90) days  written   *** shall constitute the work product of
notice to Provider                      ***   (the    "***    Work    Product").
                                        Additionally,  other  than the  Licensed
10.1 Either party may terminate  this   Materials.   ***  Work   Product   shall
Agreement;    any    Addendum,    any   further include without limitation:  all
Schedule, Order, Services, or portion   ***   developed   with  respect  to  the
of  Services  in the  event the other   creation of-***.
party defaults in the  performance of
any of its duties and obligations and
the  default  is  not  cured   within
thirty (30) days after written notice
is given to the defaulting party.


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11.3 All *** Work  Product  is solely   12.3  Confidentiality:  Any confidential
and  exclusively the property of ***.         ---------------
To the  extent  any *** Work  Product   information  that will be  disclosed  by
qualifies  as a "work  made for hire"   either parry  related to this  Agreement
under  applicable  copyright  law, it   shall be disclosed pursuant to the terms
will be  considered  a "work made for   and        conditions       of       the
hire" under applicable copyright law,   ___________________Non-disclosure
it will be considered a work made for   Agreement     (#___________)     between
hire and the copyright  will be owned   _______________  and   ________________.
solely and exclusively by ***. To the   Notwithstanding anything contrary in the
extent  that any *** Work  Product is   terms of the  applicable  Non-disclosure
not considered a "work made for hire"   Agreement,  any trade  secrets  or other
under  applicable  copyright law, ***   proprietary information of Dell, whether
hereby  assigns and  transfers all of   oral,    visual   or   written,    shall
its right,  title and interest in and   constitute  confidential  information of
to the *** Work  Product to ***.  ***   Dell   even  if  not   marked  as  such.
agrees to take any  action  and fully   Provider  shall  mark  all  Deliverables
cooperate   with  ***,   as  ***  may   including without limitation any interim
request to effect the  provisions  of   or final  status  reports,  updates,  or
this Section.  Furthermore, *** shall   presentations,   exclusively   as  "Dell
ensure     that    its     employees,   Confidential"  and shall  not  mark,  or
subcontractors,      representatives,   jointly-mark,   such   Deliverables   as
agents or other  contractors  engaged   "Provider     Confidential."    Further,
to perform Services  hereunder comply   Provider's  obligation  to preserve  the
with  the  terms  of  this  Agreement   confidentiality of such trade secrets or
particularly this Section 11.           proprietary  information  shall continue
                                        in perpetuity.  The terms and conditions
11.4  Provider  will,  as part of the   of this Agreement  shall be deemed to be
*** Work Product,  disclose  promptly   confidential information.  Provider will
in  writing  *** all of the ***  Work   not use the  name of Dell  nor any  Dell
Product and document all intellectual   trademarks,  trade names, service marks,
property  rights as *** personnel may   or  quote  the   opinion   of  any  Dell
direct.  Furthermore *** shall,  upon   employee     in     any     advertising,
request, provide to *** any or all of   presentations or otherwise without first
the *** Work Product.                   obtaining the prior  written  consent of
                                        an officer of Dell.
12.  GENERAL

12.1  Disputes:  Before  initialing a   12.4 Insurance: Provider will obtain and
      --------                               ---------
lawsuit against the other mixing to a   at all  times  during  the  tam of  this
dispute  or  claim  herein,  Dell and   Agreement  maintain at its own  expense,
Provider  agree to first work in good   with insurance  companies  acceptable to
faith to resolve  between  themselves   Dell,  the minimum  insurance  coverages
such dispute or claim  arising out of   stated in Exhibit A to this Agreement.
or  relating  to this  Agreement.  To
this end,  either  party may  request   12.5 Compliance:  Dell is an Affirmative
that each party  designate an officer        ----------
or  other  management  employee  with   Action/Equal Opportunity Employer. Since
authority  to bind the  party to meet   Dell transacts  business with the United
to resolve the dispute or claim.  If,   States Government, the Equal Opportunity
after meeting,  the parties are still   Clauses  at 41 CFR  sections  60-1.4(a),
unable  to  resolve  the  dispute  or   60-250.5(a)  and  60-741.5(a) are hereby
claim,  then  the  parties  agree  to   incorporated    and,   if    applicable,
submit   the   matter  to   mandatory   Provider shall comply with FAR 52.212-3.
mediation.   During  this  resolution   Offer     or     Representations     and
process,  each  party  will honor the   Certifications-Commercial Items, and FAR
other's   reasonable   requests   for   52-219-8,  Utilization of Small Business
non-privileged      and      relevant   Concerns.
information.  This paragraph will not
apply if: (i) the  expiration  of the   12.5.1 Subcontractors: If subcontractors
statute of limitations for a cause of          --------------
action   is    imminent;    or   (ii)   are engaged to provide  any  Products or
injunctive or other equitable  relief   Services pursuant to this Agreement,  in
is necessary to mitigate damages.       addition to any specific diversity goals
                                        specified  in a Schedule  or  Amendment,
12.2 Survival of Terms: Regardless of   Provider    will    use     commercially
     -----------------                  reasonable  efforts to engage businesses
the  circumstances  of termination or   that are,  (i)  certified as minority or
expiration  of this  Agreement or any   women    owned   by   a   third    party
Addendum   or   Schedule  or  portion   certification agency acceptable by Dell,
thereof, the provisions of Sections 6   or (ii)  fifty-one  (51%) percent owned,
("Warranty"),   7  ("Indemnity"),   8   controlled,   operated  and  managed  by
("Limitation   of   Liability"),   11   women or  members  of a  minority  group
Intellectual Property Rights') and 12   including  African  Americans,  Hispanic
("General")    will    survive    the   Americans,   Native   Americans,   Asian
termination    or   expiration    and   Indian     Americans,      Asian-Pacific
continue according to their terms.      Americans.



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12.6 Records:  Provider will maintain   DELAWARE,  U.S.A. AND HEREBY AGREES THAT
     -------                            ANY SUCH COURT  SHALL BE A PROPER  FORUM
accurate   and  legible   records  in   FOR  THE  DETERMINATION  OF ANY  DISPUTE
English   during  the  term  of  this   ARISING HEREUNDER.
Agreement and, at a minimum, for five
(5) years or that  period  prescribed   12.11  Notices:   Any  notice  or  other
by  Applicable   Law  or  Regulation,          -------
thereafter  and  will  grant  to Dell   communication   (other  than  telephone,
reasonable  access to and  copies of,   maintenance  or support or requests  for
any information  reasonably requested   maintenance  or  support)   required  or
by Dell with  respect  to  Provider's   permitted by this Agreement  shall be in
performance   under  this  Agreement,   writing   in   English    delivered   by
including    information    regarding   certified  or  registered  mail,  return
Provider's   performance  under  this   receipt  requested,  postage prepaid and
Agreement,    including   information   addressed  as  follows  or to such other
regarding   Provider's   efforts   to   addresses as may be designated by notice
comply with Section 12.5.1.             from one party to the  other,  or as set
                                        forth in an  Addendum or  Schedule,  all
12.7  Remedies:   Except  as  may  be   such notices being effective on the date
      --------                          received  or, if  mailed  as set  above,
otherwise provided in this Agreement,   three   (3)  days   after  the  date  of
the rights or remedies of the parties   mailing:
hereunder  are  not  exclusive,   and
either   party   shall  be   entitled            If to Dell:
alternatively     or    cumulatively,
subject  to the other  provisions  of            Dell Products, L.P.
this   Agreement,   to  damages   for            One Dell Way
breach,   to   an   order   requiring            Round Rock, Texas 78682
specific performance, or to any other            Attention:
remedy available at law or in equity.            cc: General Counsel

12.8  Independent  Contractors:   The            If to Provider:
      ------------------------                   eTelecare International, Inc.
parties are  independent  contractors            602 E. Huntington Drive Suite H
and  neither  party  is an  employee,            Monrovia, CA 91016
agent,    servant,    representative,            Attn: Dell Program Manager
partner,  or  joint  venturer  of the
other. Neither party has the right or   12.12 Severance: Whenever possible, each
ability  to  bind  the  other  to any         ---------
agreement  with a third  party  or to   provision  of  this  Agreement  will  be
incur any  obligation or liability on   interpreted  in such a  manner  as to be
behalf of the other party without the   effective  and  valid  under  applicable
other   party's   written    consent.   law,  but  if  any   provision  of  this
Provider  will be solely  responsible   Agreement  is found to violate a law, it
for  all  materials  and  work  until   will be  severed  from  the  rest of the
Acceptance  by Dell,  and  Dell  will   Agreement   and   ignored   and   a  new
have  no  direction  (except  in  the   provision deemed added to this Agreement
results to be obtained) or control of   to  accomplish  to the extent  possible,
Provider,  or any person  employed by   the intent of the parties as evidence by
or contracted for by Provider.          the  provision so severed.  The headings
                                        used in  this  Agreement  have no  legal
12.9 Amendments;  Waivers:  No waiver   effect.
     --------------------
of any  term or  condition  is  valid   12.13  Non-Exclusive:  Nothing  in  this
unless  in  writing   and  signed  by          -------------
authorized  representatives  of  both   Agreement shall require Dell to purchase
parties,  and will be  limited to the   from   Provider   any   or  all  of  its
specific  situation  for  which it is   requirements  for services  that are the
given.  No amendment or  modification   same or similar to the Services provided
to  this  Agreement  shall  be  valid   hereunder, and Dell may purchase similar
unless  set  forth  in  writing   and   or  identical   services   form  others.
signed by authorized  representatives   Furthermore,    Provider    agrees    to
of both parties.                        cooperate  and  work  with  Dell and any
                                        other  providers that Dell may engage in
12.10  GOVERNING  LAW: THIS AGREEMENT   connection   with   the   provision   of
       --------------                   Services at Dell's expense.
WILL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE   12.14 Assignment: This Agreement may not
OF TEXAS, EXCLUSIVE OF ANY PROVISIONS         ----------
OF THE UNITED  NATIONS  CONVENTION ON   be  assigned  by Provider in whole or in
THE  INTERNATIONAL  SALE OF GOODS AND   part, even by
WITHOUT   REGARD  TO   PRINCIPLES  OF
CONFLICTS  OF LAW.  EACH OF DELL  AND
PROVIDER HEREBY  IRREVOCABLY  SUBMITS
TO THE EXCLUSIVE  JURISDICTION OF THE
FEDERAL AND STATE COURTS OF THE STATE
OF


Master Services Agreement
Page 6
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<PAGE>

operation  of  law,  in a  merger  or   the subject matter contained herein, and
stock  or  asset  sale,  without  the   merges   all   prior   discussions   and
express  written  permission of Dell.   agreements,   both  oral  and   written,
Such    consent    shall    not    be   between the  parties.  Each party agrees
unreasonably withheld.  Provided that   that   use   of    pre-printed    forms,
Dell expressly permits the assignment   including,  but not  limited  to  email,
or continue  to do business  with the   purchase  orders,   acknowledgments   or
succeeding  entity without  providing   invoices,  is for  convenience  only and
its express permission, the terms and   all  pre-printed  terms  and  conditions
conditions  of this  Agreement  shall   stated  thereon,  except as specifically
apply with respect to the  succeeding   set  forth in this  Agreement,  are void
entity.   Any  attempted   assignment   and  of  no  effect.   Unless  otherwise
contrary  to the  preceding  will  be   expressly  set  forth  in  an  Addendum,
null and void.                          Exhibit,  Attachment or Schedule,  as so
                                        designated,  in the  event  of  conflict
12.15    Entire    Agreement:    This   between this Master  Services  Agreement
         -------------------            and any Addendum, Exhibit, Attachment or
Agreement,   its  attached   Addenda,   Schedule,   the  terms  of  this  Master
Exhibits, Attachments, and Schedules,   Services Agreement shall prevail.
as  so  designated,   set  forth  the
entire agreement and understanding of
the  parties  relating to

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized  representatives  as of the day and year first
written hereto.

DELL PRODUCTS L.P.                      ETELECARE INTERNATIONAL, INC.


By: /s/ Janet Uhrich                    By: /s/ James Franke
    ---------------------------------       ------------------------------------
Printed Name: Janet Uhrich              Printed Name: James Franke
              -----------------------                 --------------------------
Title: Services, Vice President         Title: President
       ------------------------------          ---------------------------------
Date: 5-07-02                           Date: 4-5-02
      -------------------------------         ----------------------------------


Master Services Agreement
Page 7
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<PAGE>

                                    AMENDMENT
                                       to
                            MASTER SERVICES AGREEMENT
                                     between
                          ETELECARE INTERNATIONAL, INC.
                                       and
                               DELL PRODUCTS L.P.

                             DATED: October __, 2005

          This  amendment (the  "Amendment")  to the Master  Services  Agreement
between  eTelecare  International,  Inc.  ("eTelecare")  and Dell  Products L.P.
("Dell"),  dated  April 1,  2002  (the  "MSA"),  is made by  eTelecare  and Dell
effective as of October-, 2005.

          WHEREAS, eTelecare and Dell are entering into a revised Schedule Al to
the MSA and the  parties  wish to amend  the  termination  rights  in the MSA in
connection therewith.

          NOW THEREFORE,  for and in  consideration  of the agreements set forth
below, eTelecare and Dell agree as follows:

          The MSA is amended as follows:

               Section  10.01 of the MSA (for  clarity,  the first Section 10.1)
               --------------                                      ------------
               shall be deleted and replaced in its entirety with:

               "Unless expressly set forth in an applicable  Addendum,  Schedule
               or  Order,  either  party  may  terminate  for  convenience  this
               Agreement or any Addendum, Schedule or Order, at any time for any
               reason without cause, penalty or payment of any termination fees,
               upon ninety (90) days written notice to the other party."

          Terms defined in the MSA shall have the same meaning when used in this
Amendment.  Except as amended herein, all of the terms and conditions of the MSA
shall continue in full force and effect.

          IN WITNESS WHEREOF, eTelecare and Dell have each caused this Amendment
to be executed and delivered by its duly authorized representative.

DELL PRODUCTS L.P.                      ETELECARE INTERNATIONAL, INC.


By: /s/ [Illegible]                     By: /s/ Louie Benedict C. Hernandez
    ---------------------------------       ------------------------------------
Name: [Illegible]                       Name: Louie Benedict C. Hernandez
      -------------------------------         ----------------------------------
Title: VP/G.M. - Dell Services          Title: [Illegible]
       ------------------------------          ---------------------------------

DOC. NO.    42
          ___________
PAGE NO.    10
          ___________
BOOK NO.    LXII                                                  [Notary stamp]
          ___________
SERIES OF [Illegible]
          ___________

<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

This  Schedule  A1  replaces  Schedule  A  in  its  entirety  between  eTelecare
International  and Dell Products L.P.  dated April 1, 2002 and is subject to the
terms and conditions of the Master Services Agreement (the "Agreement")  between
eTelecare International ("Provider") and Dell Products L.P. ("Dell") dated April
1, 2002. This Schedule is effective October 1, 2005.

          1)        Definitions:
                    -----------

          a)   ***:  ***,  a  subcomponent  of the  BPI  process  through  which
               ---
               problems are identified  and remedied  without a full BPI project
               implementation, the ***, and ***.

          b)   AHT:  Average  handled time;  includes talk,  hold and wrap/after
               ---
               call work.

          c)   AMPR:  Average  Minutes Per  Resolution:  The time  required  for
               ----
               Provider  to resolve a  customer's  issue will be measured as the
               Average  Minutes Per Resolution  ("AMPR").  AMPR will be measured
               using the following  method:  Inbound Average Handling Time (AHT)
               divided by the  product  of  Resolution  Rate  times the  Logging
               Percentage; AHT / (RR * L%). For the purposes of this measurement
               the Logging  Percentage shall not exceed 100%. All statistics are
               by LOB, e.g. Dimension, Inspiron, etc.

          d)   ASA:  Average  Speed of Answer.  Average time to answer all calls
               ---
               handled to the queue.

          e)   ***: ***
               ---

          f)   Outbound  Calls:  Calls  initiated by Provider (or initiated by a
               ---------------
               Customer at the request of Provider) to ensure customer initiated
               call closure.

          g)   Call logging rate:  percent of inbound Calls logged,  measured as
               -----------------
               number of inbound and repeat inbound call logs divided by inbound
               and repeat calls handled.

          h)   Call: A single incident  seeking  telephone  customer service for
               ----
               any  supported  product.  The  Call is  measured  from  when  the
               telephone  is  answered  for a  single  transaction,  to when the
               transaction is complete and the telephone is disconnected.

          i)   CE Modifier:  Responses of Somewhat, Very and Extremely Satisfied
               -----------
               in the Dell third-party Customer Experience ("CE") Survey.

          j)   Customer:  A customer of Dell calling on a telephone for customer
               --------
               service.

          k)   ***: ***.
               ---

          l)   Distribution Of Work ("DOW"):  Day of  Week/Intraday  weekly call
               ----------------------------
               arrival  percentage  forecast  by  interval  consistent  with the
               monthly *** that is provided by Dell.

          m)   External Problem Resolution ("XPR") - the percentage of customers
               -----------------------------------
               answering  "yes" to the  question,  "Do you consider your problem
               resolved?"

          n)   FCR: First Call  Resolution:  percent of customers  responding to
               ---
               e-mail survey whose issue was resolved in one call.

          o)   FTE: Full Time Equivalent, as calculated in attachment 2.
               ---

          p)   Month: Dell's fiscal months will be used for monthly calculations
               -----
               and invoicing in this contract.

          q)   Offered Call: Inbound and repeat inbound calls sent by Dell to be
               ------------
               handled by Provider

          r)   Operational  Lock:  Provider's  monthly  performance  goals.  See
               -----------------
               Section 8 for definition.

          s)   Outbound  Cap:  upper limit of outbound  minutes  with respect to
               -------------
               inbound minutes

          t)   Percent Dissatisfied - the percentage of customers rating a 1, 2,
               --------------------
               or 3 as the overall  satisfaction level to the question,  "Please
               rate your overall  satisfaction  with your call to Dell Technical
               Support" in the Dell third-party CE Survey.

          u)   Percent Neutral - the percentage of customers rating a 4, 5, or 6
               ---------------
               as the overall  satisfaction level to the question,  "Please rate
               your  overall  satisfaction  with  your  call to  Dell  Technical
               Support".

          v)   PPM: Price per minute of average handle time.
               ---


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                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

          w)   Quarter:  Dell's  fiscal  quarter  will  be  used  for  quarterly
               -------
               calculations and invoicing in this contract.

          x)   Resolution:  An  inbound  customer  case log that does not have a
               ----------
               subsequent  inbound  case  logged  in the next  seven (7) days is
               defined as having achieved Resolution.

          y)   Resolution  Rate:  Number of  unique  tags  achieving  resolution
               ----------------
               divided by number of inbound and repeat inbound call logs

          z)   Service Level: % of calls answered in X seconds compared to calls
               -------------
               offered.

          aa)  *** ("***"): Defined in Section ***
               -----------

          bb)  Tech Roster:  A list of current TSR's providing  Services for the
               -----------
               Dell account. Each TSR will have a unique identification number.

          cc)  Technical  Support  Representative  ("TSR"):  A Provider employee
               -------------------------------------------
               that performs Services for this Schedule.

          dd)  Ticket to Entry: A process  control or cost control metric in the
               ---------------
               Incentive  Based Pricing Grid (see  Attachment 1), intended to be
               achievable and, if the goal is missed,  indicative of problems in
               process or cost control.

          ee)  Transfer Rate: % of calls handled by Provider that are redirected
               -------------
               to another Dell queue.

          2)        Term & Termination
                    ------------------

               The initial term of this Schedule shall be one (1) year beginning
               on the Effective Date. This Schedule will automatically renew for
               additional  successive  one year  periods  unless  (a) one  party
               informs the other of its intent to let the Schedule expire ninety
               (90) days  before  the end of the  then-current  term or (b) this
               Schedule  is  terminated   in   accordance   with  the  following
               paragraph.

               This schedule may be terminated (i) in accordance  with the terms
               of the Agreement or (ii) by either party, for any reason, without
               cause, penalty or payment of any termination fees, on ninety (90)
               days written notice to the other party.

          3)        Scope of Services
                    -----------------

               Provider will provide  technical support to Dell customers in the
               form  of  a  telephone  support  queue  for  core  and  specialty
               products.

               The hours of Service shall be set by *** to *** up to *** a *** a
               *** a ***. The  Services  will be provided in a manner as similar
               as is  reasonably  possible to the way in which Dell provides its
               own  telephone  customer  services  and in  conjunction  with the
               requirements of Attachments 2, 3, and 4.

          4)        Call Volumes (Minutes)
                    ----------------------

          a)   Forecasting:  Dell will  provide a *** of the *** of *** on a ***
               for ***.  The *** are the ***. The *** of the *** are the updated
               *** from the  previous  ***.  The *** are an *** for minutes Dell
               will provide during that month.

          b)   For example, *** Dell will provide a *** for *** and ***. *** for
               *** represents the ***. ***


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

               *** for *** represents the ***. *** for *** represents the ***.

          c)   Dell may increase the *** at any time by giving  Provider  thirty
               (30) day's  notice and  Provider  will make  commercially  viable
               efforts to comply  with the new ***.  Dell will  incorporate  the
               staffing  and  training  lead-times  as part of this  forecasting
               process.  Provider  will  keep  Dell up to date  with  recruiting
               pipeline on a monthly basis.

          d)   In the event that *** exceed the *** by *** than ***%,  Dell will
               *** the *** and ***.  The *** will *** in *** unless *** by Dell.
               Dell shall *** the *** which *** the *** which *** is ***.

          e)   Staffing:  Provider is responsible  for hiring and/or training of
               sufficient  staff and  acquiring  incremental  infrastructure  to
               support  the ***  provided  the  average  ***  headcount  growth,
               measured Dell quarter over Dell quarter, does not exceed 10%.

          f)   During each Dell quarter,  Provider will hire and train TSRs (for
               attrition  replacement on current headcount (baseline HC number).
               Provider will hire and train increased headcount  requirement not
               exceeding 10% average headcount,  measured Dell quarter over Dell
               quarter.  Dell  will  *** the *** of *** it *** and *** in *** of
               ***% *** over *** from ***. These forecast and/or staffing change
               requests  must be provided to Provider in an agreed upon  written
               form.  Provider  will make  commercially  reasonable  efforts  to
               accommodate   Dell's   request.   Such  ramp   requests  will  be
               implemented  upon mutual written  agreement of the parties.  With
               regards to ***,  when *** to *** in ***%,  then  Provider *** for
               *** are ***.  Any  changes  to these ramp  requests  will also be
               implemented upon mutual written agreement of the parties.

          g)   Subject to Section  10b,  Dell will  provide  the DOW to Provider
               seven  (7) days  before  the  beginning  of every  week.  The DOW
               provides   guidance  on  Day  of   Week/Intraday   call   arrival
               percentages.  Provider will staff according to those percentages,
               subject to the terms of this Section 4.  Provider  shall  provide
               feedback  to Dell if  Provider's  historical  analysis  leads  to
               different call interval arrival percentages.

          h)   Capacity  Forecast:  Provider  is *** for *** with a *** for each
               *** for *** within *** days *** of the ***.  This *** the *** and
               *** provided by ***. Dell will *** this *** to help ***.

          i)   Routed Calls:  Dell will  distribute  Calls to Provider using the
               Dell telecom  solution.  The number of Calls Provider will handle
               will be  determined  as a percentage of the Dell Call forecast in
               conjunction  with the ***. All Calls  offered to Provider via the
               Dell telecom  solution  during the agreed upon hours of operation
               will be accepted and routed to Provider's  TSR's,  subject to the
               terms of this Section 4.

          j)   Call Management System Access:  Provider will continue to provide
               Dell with real time  access to phone  support  queues,  including
               continued access to existing  accounts for Call Management System
               (CMS) as  required by Dell.  This  access to the Call  Management
               Systems will continue to be delivered ***.

          5)        Support Requirements
                    --------------------


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

          a)   Call Tracking  System:  Provider  shall log 100% of contacts with
               end user utilizing  tools defined by Dell and in accordance  with
               Dell's policies.  Dell will provide the necessary  network access
               required  to  connect  to the  system  with end  user.  Dell will
               provide  data  connectivity  and  access to a US based  location.
               Provider will be *** for all *** and *** from *** its ***.

          b)   Reporting: Provider will provide the reports listed in Attachment
               2. Dell agrees to provide  Provider  with  timely and  consistent
               reporting  as defined in  Attachment  2.  Provider is required to
               deliver  Call Center Daily  Reports  prior to 7:00 a.m. CST daily
               for the previous day's business.  Requirements for the formats of
               those reports will be provided and updated by Dell as required.

          c)   Equipment  and  Software:  Dell will provide a limited  number of
               computers with associated  application  software (and maintenance
               parts for those  computers)  as  required in  Provider's  lab for
               training.   These  systems  will  be  returned  to  Dell  at  the
               termination of the Schedule in like condition,  excluding  normal
               wear and tear from their daily use.  Provider  shall  replace any
               components  or units  that are lost due to damage  beyond  normal
               wear  and  tear  and  theft.  Provider  shall  also  maintain  an
               inventory of equipment to communicate to Dell upon request.  Dell
               may at any  time  require  that  these  systems  undergo  service
               including the  replacement of all or part of a system.  Dell will
               endeavor  to give  appropriate  notice  to  Provider  of any such
               service and schedule with Provider at a mutually  agreeable time.
               Provider  is  responsible   for  providing  all  other  equipment
               required by its employees to perform  services and to meet Dell's
               system requirements.  The minimum requirement as of the effective
               date is a Pentium III system running Microsoft  supported OS with
               no  latency  due to  desktop  configuration  with  hard  drive or
               memory.  These  requirements  may change as systems are enhanced.
               Dell shall  perform  baseline  performance  testing  of  Provider
               system  response  time.  During the  performance of the services,
               Provider  shall *** its *** as ***,  to *** no greater  than ***%
               *** (i) the *** or (ii) the *** of *** like  ***.  All *** of ***
               and *** will *** the *** of *** and *** in the ***. Provider will
               utilize Dell systems for all TSR equipment requirements.

          d)   Knowledge Base and Technical Support Tools:  Provider will access
               Dell's  technical  support  knowledge base and technical  support
               tools,   collectively  the  "support   Documentation,"   via  the
               Internet.  Ownership and  responsibility for content of these and
               all other  requisite Dell tools will remain with Dell.  Dell will
               provide  login access to this data if needed.  Whether  marked as
               such or not, for purposes of the Agreement and this Schedule, all
               such Support  Documentation  is proprietary  and  confidential to
               Dell and Provider may disclose this  information  on to Customers
               and only in the provision of the Services.  Any other  disclosure
               of such Support  Documentation is a breach of the Agreement.  The
               Provider  shall log all  customer  contacts  utilizing  the tools
               defined by Dell in accordance to Dell standards.

          e)   Workspace:   Provider  will  provide   workspace,   access  to  a
               telephone, and wireless and wired high-speed network connectivity
               for up to five (5) Dell staff members at  Provider's  call center
               site.  Dell  reserves  the  right to review  any Dell  Supporting
               facilities and processes at any time.

          f)   Tech Roster:  Provider  will keep its complete  Dell support Tech
               Roster current at all times.

          g)   Documentation:  Provider  shall retain  documents  related to the
               Services  as  required  for a period of three (3) years after the
               termination of this Agreement. Upon termination of this Schedule,
               Provider  will  return,  insurance  and shipping  paid,  all Dell
               provided materials at Provider's expense.


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                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

          h)   Escalation:  Provider will follow the  procedures  for escalating
               customer problems  internally or to Dell Management in a mutually
               agreed upon process.

          i)   Continuous  Improvement:  Provider  agrees  to work with Dell and
               other  Providers  towards  the  continuous   improvement  of  the
               Services.  This  includes,  but is not limited to, the sharing of
               information such as metrics,  best practices,  training materials
               and all other intellectual  property, as defined in the Agreement
               pertaining to the Services for the purposes of improving  quality
               and reducing cost of Services provided.

          j)   Quality  (Call  Recording):  Provider  must have the  ability  to
               record  randomly or  specifically  selected  complete  calls with
               recording  quality  sufficient to audit for process adherence and
               quality. Provider must upload recorded calls with index files per
               Dell's identified  sample size  requirements  (currently one call
               per rep per week uploaded to Dell's ValueChain).

          k)   Compliance  Training:  Provider will ensure 100% of its TSRs have
               completed and understand Dell required  compliance  training,  to
               include at a minimum:  Export Compliance;  Customer Privacy; and,
               if required, Product Safety and Nexus training.

          l)   Certification:  As soon as ***  after  the ***,  and no *** after
               ***, Provider must meet one of the following:

                    i.   Hold current ***.

                    ii.  *** its *** with the *** for ***.

               Provider  will *** annually to ensure *** with ***. At a ***, the
               *** must *** to all *** of the *** and ***  that  include  *** of
               *** and ***.

               Provider  shall *** the *** of these *** with ***.  Provider  and
               Dell  shall  *** to a *** by ***  will  *** any  ***.  Any *** by
               Provider *** with this *** are the *** of ***.

          m)   ***: Provider must make *** to *** within its ***.

                    i.   Each *** must have *** that have a *** of ***,  and ***
                         requirements and goals.

                    ii.  The procedures for *** must be *** as ***, and in a ***
                         all *** and ***.

                    iii. Provider must *** that it *** an *** that *** to ***
                         and *** in its ***.

                    iv.  ***  that *** in *** must be *** and *** must be *** to
                         ***.

                    v.   Any *** of the *** or *** via *** and ***. All such ***
                         are *** to ***.

                    vi.  All *** shall be *** across  *** and ***.  Where *** or
                         *** dictate *** or *** may be *** upon *** from ***

                    vii. *** of any *** or *** or ***  from *** via the
                         *** / *** body.

                    viii.*** of *** shall be completed in accordance with *** to
                         *** and include *** and *** as ***,  and in  accordance
                         with the *** process outlined in section 15.


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                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

                    ix.  Provider  will  *** the ***  internally  or to *** in a
                         ***.

          n)   ***: Provider must *** a *** for *** the *** not *** requirements
               and goals.

                    i.   Provider *** to *** with *** and *** in ***; including,
                         but not limited to, the *** of *** such as *** and ***,
                         as defined in the Agreement pertaining to the ***

                    ii.  Provider shall *** and *** a *** and ***.

                    iii. Any *** related *** of *** require *** of a ***. ***
                         are subject to ***.  *** for  establishing  *** is ***
                         days from the *** of *** of ***.

                              1.   Provider  must  *** and *** to *** to *** its
                                   *** and ***.

                    iv.  Provider  *** to *** a ***  with ***  available  to the
                         ***. In addition,  Provider shall *** and *** at *** to
                         *** the *** to *** or *** requirements of the SOW.

          o)   *** (***):  Provider  will *** an *** at a ***, to *** and *** in
               Provider services, and *** as *** of *** for ***.

          p)   Business  Continuity  and  Recovery  Plan (BCRP):  Provider  will
               establish  and maintain  contingency  plans,  recovery  plans and
               proper risk  controls to ensure  Supplier's/Provider's  continued
               performance  under  this  Agreement.  The plans  must be in place
               within 30 calendar days after the Effective Date of this Schedule
               and  shall  include,  but not be  limited  to,  testing,  control
               functions,   accountability   and   corrective   actions   to  be
               immediately implemented,  if necessary.  Provider agrees to grant
               access to the plans to Dell at a mutually agreeable time.

          6)        Organization Responsibilities
                    -----------------------------

          a)   Provider  will maintain all rosters  up-to-date in real-time,  to
               include but not limited to the following tools:

                    i.   Training  Portal  (Dell's  on-line  web-based  training
                         resource site) - Provider must maintain the Tech Roster
                         real-time in Dell's training portal.

                    ii.  Escalations  on Demand  (EOD) - Provider  must enter an
                         individual profile real-time for each TSR.

                    iii. eTalk - Provider  must update  Dell's  eTalk  Advisor's
                         roster weekly by close of business Thursday.

          b)   To the extent required and permitted by any applicable law, rules
               or regulations,  Provider shall obtain all necessary  permissions
               from  and  provide  all  required   notices  to   employees   and
               contractors employed in providing Services to Dell and take other
               necessary   steps  that  will  allow  Dell  or  any  third  party
               contractor of Dell to store,  transmit, use and otherwise process
               the  applicable  personal   information  of  such  employees  and
               contractors for the purpose of


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                                   SCHEDULE A1
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--------------------------------------------------------------------------------

               onboarding  the  same  and  for  any  other  legitimate  business
               purposes  without  restriction as to the country  location of the
               facilities where such data may be transmitted and processed.

          7)        Floor Support (Ownership)
                    -------------------------

               Dell *** to *** the ***,  ***,  with ***  which was *** by *** to
               *** with *** to *** or *** these  ***.  The *** is *** to *** and
               ***.  Provider  *** not to *** the ***  and  ***  with  any  ***.
               Provider  may use the *** or ***  other *** or *** so long as ***
               or *** the *** and *** and with ***.  Dell and Provider  will ***
               to *** which *** in ***.

               The *** Includes:

               a.   Provider  will  continue  to *** per site as *** in the ***.
                    The *** for *** and ***.

               b    Provider  will *** its ***, as *** in the ***, such that ***
                    is *** to *** of no ***.

               c.   For the  purpose of *** in ***  Provider  will *** and *** a
                    *** of *** and *** to its *** to *** in *** and ***,  as ***
                    to *** the *** in ***.

               d.   Provider  will  *** to *** a ***  for  the *** of *** to the
                    ***.  Subject to Section 4, *** to *** during *** is *** and
                    *** not *** to ***

               e.   Provider will *** to *** the *** to *** to *** having ***.

          8)        Operational Lock:
                    ----------------

          a)   Operational  Lock: Dell shall provide to Provider in writing,  at
               least seven  calendar  (7) days before the  beginning of a month,
               the parameters under which the Services will be performed for the
               following month, the "Operational  Lock", by Line of Business (as
               identified  in the chart below;  also "LOB"),  at the  enterprise
               level.  The  Operational  Lock will include:  (i) AMPR Lock, (ii)
               Resolution Rate lock, (iii) CE Lock (iv) Bonus and Incentive lock
               for  Tickets to Entry as defined in item 1 of  Attachment  1, (v)
               Logging Percentage; If Dell fails to provide the Operational Lock
               to Provider at least  seven (7) days  before the  beginning  of a
               month, the previous  month's  Operational Lock will apply.

          b)   The *** will be as follows:


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--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                        --------------------------------
                        *** of ***      *** Percentage
                        --------------------------------
<S>                                  <C>
                           ***       ***% of *** minutes
                        --------------------------------
                           ***       ***% of *** minutes
                        --------------------------------
                           ***       ***% of *** minutes
                        --------------------------------
                           ***       ***% of *** minutes
                        --------------------------------
</TABLE>

          Any changes  will be handled by addendum  process  provided in Section
          15.

          c)   Average  Minutes Per Resolution  ("AMPR"):  The time required for
               Provider  to resolve a  customer's  issue will be measured as the
               Average  Minutes Per Resolution  ("AMPR").  AMPR will be measured
               using the following method:

                    i.   Inbound  Average  Handling  Time  (AHT)  divided by the
                         product   of   Resolution   Rate   times  the   Logging
                         Percentage;  AHT / (RR * L%).  For the purposes of this
                         measurement  the  Logging  Percentage  shall not exceed
                         ***%.

          d)   Provider's *** to the *** and *** will determine *** for a *** as
               described in Attachment 1.

          e)   For the *** of *** after the Effective  Date, the *** shall be no
               lower than the ***, by ***,  for ***; *** and ***. For the *** of
               *** after the Effective Date, the *** shall be no higher than the
               *** by ***, for *** and *** or *** at the ***.

          f)   The Operational  Lock shall be applied  uniformly for similar LOB
               queues across all Dell badged sites and those of all providers in
               order  to  improve  overall  enterprise  performance.  Enterprise
               performance  is the  performance of all similar LOB queues at all
               Dell badged and provider sites.

          g)   Dell will continue to set quarterly  goals,  with the Operational
               Lock  setting the  monthly  parameters  to achieve the  quarterly
               goals. These monthly adjustments to the Operational Lock shall be
               feasible and based on  enterprise  best  practice as evidenced by
               actual  performance  data which  shall be shared by Dell with all
               sites,  including  those  of  all  partners.   In the  event  the
               previous  month's actual  performance is not available,  the most
               recent 8 weeks of data will be used.

          9)        Rates; Fees, and Invoicing:
                    --------------------------

          a)   The *** will be ***. The *** will be *** of ***.

          b)   The *** will be ***, the ***, and *** to *** in the ***.

          c)   An ***, in *** to the *** is defined in Attachment 1: *** Grid.

          d)   *** listed by ***:


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--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                     -------------------------------------
                                                 Price Per
                     ***   Total *** Minutes        ***
                     -------------------------------------
<S>                        <C>                   <C>
                      1    *** minutes per ***      $***
                     -------------------------------------
                      2    *** minutes per ***      $***
                     -------------------------------------
                      3    *** minutes per ***      $***
                     -------------------------------------
                      4    *** minutes per ***      $***
                     -------------------------------------
                      5    *** minutes per ***      $***
                     -------------------------------------
                      6    *** minutes per ***      $***
                     -------------------------------------
                      7    *** minutes per ***      $***
                     -------------------------------------
</TABLE>

          e)   For ***, the *** in the *** will be *** the *** of ***.

          f)   Pricing will be invoiced as Price per ***:

                    i.   Fees  for ***  are  calculated  as:  *** of *** the ***
                         times the *** the *** or *** the *** determined above.

                    ii.  Fees for *** will be the *** of ***, or the *** the ***
                         of *** the *** determined above.

          g)   ***:  Dell  will  ***  for *** to the  above  pricing  table  and
               definitions.  In the case of a *** (not *** any *** to ***),  ***
               will *** the *** to the *** described  below, *** the *** was ***
               by *** and not *** by ***:

                    *** days *** by ***%
                    *** days *** by ***%
                    *** days *** by ***%
                    *** days ***

          h)   Minimum Monthly Commitment:  The *** shall be *** to *** the ***.
               The *** of *** will be no less  than *% of the ***.  Dell may ***
               in *** that *** be *** to *** if:

                    i.   Provider's  *** a *** of ***  than  *** days is *** the
                         *** metrics no. 12 and 15 in Attachment 2.

                    - or -

                    ii.  Provider's  *** a *** of ***  than  *** days is *** the
                         *** and *** metrics listed in Attachment 2.

               This ***  until  *** is *** to *** such  ***.  Dell and  Provider
               shall *** to the *** on which  its *** and the *** will ***.  For
               example, if Provider *** such a *** at the *** of *** and *** and
               ***  that  *** is *** on ***,  the *** only to the *** of *** for
               *** through *** for the ***.

          i)   Training: Provider may *** at *** the *** for *** of ***. Subject
               to  Section  4, *** and *** will *** by ***.  The *** of *** will
               *** the ***


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--------------------------------------------------------------------------------

               *** of *** and *** be *** in the ***,  *** as *** in section 4.f.
               ***  will  *** be ***  for *** who ***  with  *** as  defined  in
               Attachment  2 and *** be *** by ***.  *** will be *** for all ***
               for *** not *** and *** as listed in Attachment 2.

          j)   Telecommunications  Charges and Data  Connectivity:  Dell will be
               *** for the *** of *** and *** of *** to a ***. Provider will ***
               and *** with *** the *** and *** at their *** and the *** and ***
               from *** to ***. Dell will install  adequate  circuit capacity at
               Provider's US based  location and will be billed  directly by its
               carrier for any charges  relating to their use. Any *** by *** as
               *** of the *** and *** from *** to the ***  shall  *** the *** of
               ***. Dell will *** for only the *** for ***.

          k)   Custom Reporting: Provider will be responsible for generating all
               needed  standard  call center  reporting to Dell at no additional
               cost. Provider will provide *** per month of *** or *** to *** at
               ***.

          l)   Other Fees:  Subject to the terms of this Schedule,  ***, and ***
               and ***. The parties must mutually agree in writing to other fees
               for other products or services.

          m)   Invoice  Verification  and Payment Dispute  Resolution:  Provider
               will  present a  monthly  bill to Dell for  timely  verification,
               approval and payment. After bill verification and approval,  Dell
               will  remit the bill as invoice to  accounts  payable  where both
               parties  have the right to audit for 180 days.  In the event of a
               payment dispute between Dell and Provider  concerning  fees, Dell
               and Provider  have 90 days to negotiate in good faith and provide
               timely  resolution  to any  payment  dispute  using  the  dispute
               resolution process outlined in the Agreement.  Provider agrees to
               retain a  minimum  of 5 years  of data to  assist  with  internal
               process audits and share data as requested.

          10)       Required Performance Metrics
                    ----------------------------

          a)   Provider shall meet the  Performance  Metrics Goals and reporting
               requirements  listed in  Attachment 2. If Dell's *** by more than
               ***%, Performance Metric Goals *** the *** of *** to *** and ***.

          b)   Interval Performance Staffing

               Each site is  responsible  for  staffing  to handle  Dell's  call
               volume  throughout  the day  according to the DOW. Dell will send
               each site the DOW  approximately  7 days  prior to the start of a
               new call week.  Dell  Providers are  responsible  to handle their
               interval-handle  plan (interval  forecast)  based on the capacity
               model that Dell requires.  If Dell Providers are *** to meet ***,
               it *** or *** as defined in Attachment 1. This  requirement  will
               be *** by the *** metric.

               *** is test:

                    1.   If a *** or ***% of *** on the *** for a ***  they  ***
                         for that ***.


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--------------------------------------------------------------------------------

                    2.   If ***  than  ***%  of ***  on  the  ***,  for a  given
                         interval, and *** is ***%, they *** for that ***.

               The *** for a *** the *** of *** by the ***  that the *** was ***
               to ***.

          11)       Business Review
                    ---------------

               Provider will review  performance  of the services as required by
               Dell.  On a quarterly  basis,  Dell and  Provider  will meet at a
               location  determined  by Dell to review  the  previous  quarter's
               business  performance.  Provider will host weekly calls with Dell
               for issue  identification,  status  updates  and  review of other
               mutual  concerns.  The Provider will actively  participate in the
               Dell ACS Operational and Quality / Customer Experience governance
               process  to  include   weekly   working   sessions  and  periodic
               management  reviews.  Daily  operational  calls  may be  held  if
               requested by Dell.

          12)       Recognition
                    -----------

          a)   Quarterly Recognition Events

               Provider  will hold  quarterly  recognition  events  for the Dell
               account  employees  working  in  support  of  this  Schedule  for
               quarters in which Provider meets its quarterly goals.

                    l.   Dell  and  Provider  agree to *** the *** of *** up ***
                         upon *** to *** per ***.

                    2.   Provider  agrees  to  match  this  amount  and  provide
                         documentation  after  each  event  in  support  of  the
                         expenses.

          b)   Ongoing Recognition

                    1.   Dell  will  provide  a *** for *** of *** per *** up to
                         *** per *** of this Schedule.

                    2.   Provider *** to *** this ***.

                    3.   Provider will *** a *** to Dell *** were ***.

          c)   Third Party Incentive Provider:

                    1.   Dell may *** a *** through a *** for *** in *** of this
                         Schedule.

                    2.   Provider will *** to the *** and *** for the ***.

          13)       Quality Monitoring
                    ------------------

          a)   Provider will provide Dell with a phone number with which Dell or
               any  designated  Dell Third Party auditor may call in at any time
               to remotely monitor random Calls.

          b)   Provider will host  quality-calibration  sessions with Dell.  The
               frequency  and agenda of these  meetings  will be  determined  by
               Dell. Calibration targets are to be within 95% on jointly audited
               Calls.

          c)   Provider  must  resolve  all  issues of  non-compliance  to audit
               criteria according to Dell's recommended progressive discipline.

          14)       Use of the Dell Name
                    --------------------


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--------------------------------------------------------------------------------

          a)   Provider may not under any circumstances *** or *** the ***.

          b)   All *** and any *** in the ***  provided  in section  18, by ***,
               must *** to such ***.

          c)   Dell may ***, ***.

          15)       Change Management
                    -----------------

               Dell may at any time  modify or amend this  Schedule  upon thirty
               (30) days written notice to Provider.  Said notice shall describe
               the  requested  modifications  in  detail  sufficient  to  permit
               Provider to submit to Dell,  within 10 business days, an estimate
               of the cost and  schedule  impacts to effect  the  modifications.
               Provider  shall  implement  the  modifications  only upon written
               authorization from both parties. Provider shall invoice Dell only
               for costs incurred after receiving written  authorization.  Costs
               incurred by Provider before receiving written authorization shall
               be the responsibility of Provider.

               Provider shall provide  notice to Dell of all Leadership  changes
               at  Process  Leader  and above at least 10 days in advance of any
               change.

          16)       Damages related to Fraud/Data Security
                    --------------------------------------

          a)   Except to the extent of Dell's  negligent or intentional  conduct
               and/or failure to maintain customary security measures,  Provider
               agrees to reimburse Dell for any and all actual  damages  related
               to fraud on the part of a Provider's employee. This includes, but
               is not limited to, items such as improper use of customer  credit
               cards and  employees  dispatching  Dell  equipment  improperly to
               themselves or others.

          b)   Provider  agrees  to  maintain  a  list  of  Provider's  employee
               passwords to all Dell  applications.

          c)   Provider will provide 15 days notice for all new employee access
               requests.

          d)   Provider  will  provide  notice  to Dell  within  24 hours of any
               employee  termination  to remove their access to Dell systems and
               applications.

          e)   Provider  may not  allow  employees  to share  passwords  without
               written agreement from Dell to do so.

          f)   Provider  agrees  to  immediately  report  Fraud so that Dell can
               remove their access to Dell systems and applications.

          g)   Provisions  of this  Section 16 shall be subject to the terms and
               limitations set forth in the Agreement.

          17)       Export Compliance
                    -----------------

          a)   Provider  agrees to ensure  all  Agents on the Dell  account  are
               trained in Dell required Export Compliance procedures. All agents
               will be re-certified every year.

          b)   Details are provided in Attachment 5 - Export Compliance.

          c)   Provider  agrees  to  maintain  a  certified  export   compliance
               trainer,  trained and certified by Dell,  onsite for all new hire
               classes.

          18)       Dell Area
                    ---------


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--------------------------------------------------------------------------------

               Provider  agrees  to  maintain  the  *** in a *** of its  *** and
               agrees  that ***  will be ***  into  the ***,  or *** in the ***.
               Provider  will allow Dell to display  Dell  related  banners  and
               signs in the area to promote  the Dell brand name and  employee's
               association with the account.

          19)       Location
                    --------

          a)   Services  shall be  provided  in *** of *** at *** in  support of
               this Schedule.

          b)   Provider may not move the Dell account to a new facility  without
               express permission from Dell in the form of a signed letter by an
               authorized  Dell  representative;  such  permission  will  not be
               unreasonably withheld or delayed.

          e)   Provider must provide 30 days written  notice prior to requesting
               to move the Dell account to a new facility.

          d)   Provider will be  responsible  for any actual costs incurred as a
               result of moving the account to an alternate location.

          Schedule A1                       Schedule A1
          Agreed and Accepted:              Agreed and Accepted:

          Etelecare International           Dell Products L.P.


By: /s/ Louie Benedict C. Hernandez     By: /s/ G.J. Cotshoit
    ---------------------------------       ------------------------------------
Name: Louie Benedict C. Hernandez       Name: G.J. Cotshoit
      -------------------------------         ----------------------------------
Title: VP - Philippine Operations       Title: VP/GM Dell Services
       ------------------------------          ---------------------------------
Date: January 13, 2006                  Date: 11/29/05
      -------------------------------         ----------------------------------

DOC. NO.    41
            ____
PAGE NO.    10
            ____
BOOK NO.    LXII                        [Notary stamp]
            ____
SERIES OF   200a
            ____


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--------------------------------------------------------------------------------

                   ATTACHMENT 1- INCENTIVE BASED PRICING GRID

Dell will pay fees to Provider on a Dell fiscal month basis according to a rate
based on the following criteria:

The base rate for handling the monthly call volume will be the rate stated in
Section 8 as per the volume grid. This base rate will be adjusted monthly
(increased or decreased) based on actual monthly performance in the following
categories:

1)   Incentive Tickets to Entry:
     --------------------------

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Metric:                 Minimum Requirement   How to Measure
----------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>
Ownership Audit          As defined in the    Number of successes divided by the total number of
                         Operational Lock     compliance opportunities, as determined by independent
                                              audit.
----------------------------------------------------------------------------------------------------------
Email Capture Rate             ***%           Number of valid e-mail addresses plus number of
                                              "customer-refused" email entries divided by the total
                                              number of calls logged.
----------------------------------------------------------------------------------------------------------
Dispatch Value per       As defined in the    As defined in Attachment 2
Resolution               Operational Lock
----------------------------------------------------------------------------------------------------------
*** Performance or             ***%           As defined in the Schedule.  *** shall apply for queues
Service Level Percent                         that are dynamically routed between sites.  Service Level
                                              shall apply for queues that are solely serviced by Provider.
----------------------------------------------------------------------------------------------------------
</TABLE>

2)   Operational Lock Performance:
     ----------------------------

Provider's performance will be measured against the monthly Operational Lock for
contact handling efficiency (AMPR), and Customer Experience (CE). If Provider's
CE performance meets or exceeds the Operational Lock, Provider may be eligible
for a Bonus.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
           ***                                        ***
----------------------------------------------------------------------------------------------------------
<S>        <C>                                        <C>
AMPR ***   Provider will *** to *** by***% of ***     *** to ***:
                                                      ----------
           for ***% *** the *** to the ***.  In       Provider may *** for ***% of the *** for ***% ***
           addition, provider *** its ***% for ***    its *** the *** to the ***.  *** will not ***%.
           to *** not ***.  *** will not ***%.
                                                      ----------------------------------------------------
                                                      *** to ***:
                                                      ----------
                                                      Provider *** its *** to ***% for *** to *** not
                                                      ***. ***will not ***%.
----------------------------------------------------------------------------------------------------------
AMPR ***   Provider *** its *** to *** by ***% of     *** to ***:
                                                      ----------
           *** for ***% *** the *** to the ***.  In   Provider's *** will be ***% for ***% that its *** to
           addition, provider *** its *** by ***%     the ***. *** will not ***%
           for *** to *** not ***. *** will not
           ***%.
                                                      ----------------------------------------------------
                                                      *** to ***:
                                                      ----------
                                                      Provider *** its *** to ***% for *** to *** not
                                                      ***. *** will not ***%.
----------------------------------------------------------------------------------------------------------
</TABLE>

3)   Metrics and Goals:
     -----------------
     1.   Dell shall reserve the sole right to change the goals and tickets to
          entry in this attachment, in advance, in accordance with the
          Operational Lock process.
     2.   Goals and tickets to entry will be by Line of Business ("LOB");
          bonuses and invoice reduction will be applied to individual LOB's
     3.   Dell may provide a temporary waiver for one or more tickets to entry
          upon written approval by a Dell Director or above.
     4.   Dell shall reserve the sole right to change the bonus and incentive
          scaling numbers, in advance, in accordance with the Operational Lock
          process, provided:
          a.   The CE bonus scaling shall not be less than ***% if Bonus for
               ***% of CE -and-
          b.   The maximum possible invoice reduction shall-not exceed the
               maximum possible bonus.
          c.   The maximum bonus or penalty shall not exceed the ***% agreed to
               above without the Providers written agreement.
     5.   Dell agrees it will change its SLA levels, penalties and/or incentives
          in good faith based on practices of like services.


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                                  ATTACHMENT 2
                     PERFORMANCE METRICS GOALS AND REPORTING

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                      Performance Level
                                                  -------------------------
                                                                  Minimum                                       Reporting
                                      Type of                     Service                            -------------------------------
   Criteria         Definition        Criteria        Goal         Level         How to Measure      Frequency   Form     Recipient
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>            <C>          <C>           <C>                     <C>        <C>     <C>
1. Transfer     % of calls         Accuracy       Established  Established   o Number of calls       Weekly     Report  Dell will
   Rate         handled                           by LOB by    by LOB by       transferred divided                      report to
                resulting in a                    Qtr          Qtr             by the number of                         provider
                transfer.                                                      calls in a specific
                                                                               queue or LOB.
------------------------------------------------------------------------------------------------------------------------------------
2. Agent        The percentage     Accuracy       Established  Established   o Count repeat Calls    Weekly     Report  Dell will
   Resolve      of successful                     by LOB by    by LOB by       by the same asset                        report to
   Rate         First Time                        Qtr          Qtr             tag # for any reason                     provider
                Resolves                                                       within seven (7)
                lasting seven                                                  days and divide by
                (7) days with                                                  total Calls
                no repeat Calls
------------------------------------------------------------------------------------------------------------------------------------
3. Dispatch     % of calls         Accuracy       Monitor      Monitor only  o Number of service     Weekly     Report  Dell will
   Rate         handled                           only         current no      dispatches divided                       report to
                resulting in a                    current      goal            by number of calls                       Provider
                dispatch                          no goal                      handled.
------------------------------------------------------------------------------------------------------------------------------------
4. Dispatch     Total value of     Accuracy       To be        To be         o Total value of        Monthly    Report  Dell
   Value per    Dispatches                        determined   determined      Dispatches divided                       Relationship
   Resolution   divided by                        monthly      monthly         by total Resolutions                     Outsource
                total                                                                                                   Manager
                Resolutions
------------------------------------------------------------------------------------------------------------------------------------
5. Process      Score              Accuracy       ***% or ***  ***%          o Average of agent      Monthly    Report  Dell
   Audit        determined by                                                  scores using Dell                        Relationship
   Monitoring   quality                                                        Quality Evaluation                       Outsource
   Score        monitoring                                                     form.                                    Manager
                group for both
                process and
                technical
                accuracy
------------------------------------------------------------------------------------------------------------------------------------
6. Repeat       Accurately and     Accuracy       Established  Established   o Number of repeat      Weekly     Report  Dell will
   Dispatch     correctly set                     by LOB by    by LOB by       dispatches divided                       report to
   Rate         up service call                   Qtr          Qtr             by the number of                         Provider.
                (correct DPS                                                   initial dispatches.
                type, part,
                address,
                contract
                information,
                and clear
                comments on
                service
                provided to CPT.
------------------------------------------------------------------------------------------------------------------------------------
7. Resolution   Percentage of      Accuracy       To be        To be         o Number of unique      Monthly    Report  Dell
   Rate         inbound calls                     determined   determined      tags achieving                           Relationship
                achieving                         in           in              resolution divided                       Outsource
                resolution (no                    Operational  Operational     by number of inbound                     Manager
                subsequent                        Lock         Lock            and repeat inbound
                calls in 7                                                     call logs
                days).
------------------------------------------------------------------------------------------------------------------------------------
8. E-mail       Number of          Customer       ***%         ***% ***      o E-mail addresses      TBD        Report  Dell
   Addresses    E-mail             Experience                                  collected by                             Relationship
   Collected    addresses                                                      Technicians from                         Outsource
                collected from                                                 customers for                            Manager
                customers                                                      Customer Surveys
------------------------------------------------------------------------------------------------------------------------------------
9. Executive    Number of          Customer       ***%         ***%          o Measure of amount of  Monthly    Report  Dell will
   Escalations  customer           Experience                                  escalations reaching                     report to
                escalations                                                    REC as a percentage                      provider
                                                                               of total call volume
                                                                               at LOB
------------------------------------------------------------------------------------------------------------------------------------
10. Percent     Survey score of    Customer       Established  Established   o Survey of end         Weekly     Report  Dell will
    Satisfied   end customers      Experience     by LOB by    by LOB by       customer                                 report to
                                                  Qtr          Qtr             satisfaction by                          provider
                                                                               Technician
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

<TABLE>
<S>             <C>                <C>            <C>          <C>           <C>                     <C>        <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
11. Abandon     Calls dropped      Effectiveness  ***% ***     ***% ***      o # of Calls dropped    Daily      Report  Dell
    Rate        after reaching                                                 after reaching the                       Relationship
                the queue                                                      queue divided by                         Outsource
                                                                               total number of                          Manager
                                                                               Calls offered to the
                                                                               queue minus short
                                                                               Calls (short Calls
                                                                               abandon with less
                                                                               than 15 seconds of
                                                                               wait time)
------------------------------------------------------------------------------------------------------------------------------------
12. ***         % successful       Effectiveness  ***% ***     ***% ***      o # of successful       Daily      Report  Dell will
                intervals over                                                 intervals divided by                     report to
                the number of                                                  total number of                          Provider
                total intervals                                                intervals for a 24
                worked.                                                        hour period. A
                                                                               successful interval
                                                                               is defined as any
                                                                               interval where 100%
                                                                               of calls consistent
                                                                               with the DOW
                                                                               forecast, or 100% of
                                                                               calls less than the
                                                                               DOW forecast are
                                                                               handled by the
                                                                               Provider.
------------------------------------------------------------------------------------------------------------------------------------
13. Service     Percentage of      Effectiveness  1. ***% ***  1. ***% ***   o 1. % of calls         Daily      Report  Dell
    Level       calls answered                    2. ***% ***  2. ***% ***     answered within 2                        Relationship
                within 2                                                       minutes out of calls                     Outsource
                Minutes                                                        offered                                  Manager

                                                                             o 2. % of calls
                                                                               answered within 10
                                                                               minutes out of calls
                                                                               offered
------------------------------------------------------------------------------------------------------------------------------------
14. Resource    Plan for           Staffing       ***%         ***%          o 100% of needs over 3  Monthly    Report  Dell
    Allocation  planned FTEs       adequacy                                    month period of ***                      Relationship
    Plan        and seat                                                                                                Outsource
                capacity                                                                                                Manager
------------------------------------------------------------------------------------------------------------------------------------
15. Average     Average time to    Timeliness     ***          ***           o Average wait time of  Daily      Report  Dell
    Speed of    answer all                                                     all calls offered to                     Relationship
    Answer      calls handled                                                  queue calls                              Outsource
    (ASA)       to the queue                                                   expressed in                             Manager
                                                                               minutes.
------------------------------------------------------------------------------------------------------------------------------------
16. On-Time     Accurate           Timeliness     ***%         ***%          o Accurate reports      N/A        N/A     N/A
    Reports     reports                                                        received on time.
                delivered to
                Dell when they
                are due
------------------------------------------------------------------------------------------------------------------------------------
17. Training    Update on new      Training       *** days     *** days      o Preliminary test      Monthly    Report  Dell
                hire and new       adequacy                                    scores of ***%                           Relationship
                product training                                                                                        Outsource
                                                                             o ***                                      Manager

                                                                             o *** after training
------------------------------------------------------------------------------------------------------------------------------------
18. Average     Handle Time in     Volume         ***          ***           o # Of minutes/seconds  Daily      Report  Dell
    Handle      minutes/seconds                                                divided by # of                          Relationship
    Time                                                                       total handled Calls.                     Outsource
                                                                                                                        Manager
                                                                             o Begin measure when
                                                                               the Call is answered
                                                                               by a live agent.

                                                                             o Handle Time --
                                                                               Includes talk, hold,
                                                                               and wrap time. Does
                                                                               not include queue
                                                                               time.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

<TABLE>
<S>             <C>                <C>            <C>          <C>           <C>                     <C>        <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
19. Logging     % of inbound       Volume         ***%         [TBD FOR      o Number of inbound     Monthly    Report  Dell will
    Percentage  and repeat                                     AMPR OR OPS     call logs divided by                     report to
                inbound Calls                                  LOCK]           number of inbound                        Provider
                logged vs. of                                                  and repeat calls
                inbound and                                                    handled.
                repeat inbound
                Calls answered                                               o Dell will count
                                                                               Calls answered using
                                                                               ACD and Calls logged
                                                                               using Dells call
                                                                               tracking system*.

                                                                             o By definition,
                                                                               Logging Percentage
                                                                               shall not exceed
                                                                               100%.

                                                                             *Tracking system to
                                                                             include both Dellserv
                                                                             logs (w/ case numbers)
                                                                             and DPS logs (does not
                                                                             generate case
                                                                             numbers)?
------------------------------------------------------------------------------------------------------------------------------------
20. Number of   # of Calls         Volume         ***%         Calls ***%    o # of Calls offered    Daily      Report  Dell
    Calls       offered and                                    of the ***      to the switch                            Relationship
    Offered /   answered                                                                                                Outsource
    Answered                                                                 o # of Calls answered                      Manager
                                                                               by a live agent
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

                                  ATTACHMENT 3
                                *** REQUIREMENTS

*** Requirements for *** to be *** - in a ***.
----------------------------------------------

If Dell *** will be ***, then the following requirements must be met:
o    *** of *** to and from *** must be ***, i.e. ***.
     o    For the ***
     o    For *** of ***
o    All Dell *** will be *** in ***
o    *** to the *** will be *** and *** that *** or  *** Dell's ***.
     o    *** will not be *** for *** or ***
     o    *** at ***
     o    *** of ***
     o    User *** to *** their ***
     o    *** every *** days
     o    *** of at least *** (*** from *** the ***)
     o    *** to the *** can only be *** from *** (this is *** the ***)
o    *** of the ***to Dell
o    *** must be *** that *** with *** which *** without Dell ***.
o    Provider's *** can not be *** from *** than *** and ***.
o    Provider *** with *** will have a ***.
o    All *** that will be *** to *** with *** will ***.  (*** and/or ***)
o    Provider's *** is *** to *** by ***.  (a *** will be ***)
o    There will be *** of the ***, if *** are *** to be the*** as *** etc.  The
     *** will be *** is *** by *** and *** to *** within ***.  (***)
o    There *** at *** of *** to *** of *** from ***.


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

                                  ATTACHMENT 4
              I/T REQUIREMENTS FOR CALL CENTER OUTSOURCE PROVIDERS

Unless otherwise approved in writing by Dell, Provider shall ensure that the
following Dell I/T requirements are met prior to site activation:

Data Connectivity:
o    No *** are *** to ***.
o    *** must have *** to ***.  These *** must have***, etc. to *** our ***.
o    *** must *** of *** from *** to ***:  *** for ***.  This *** will ***% ***
     for *** and *** upon ***.
o    *** must ***.  Dell ***.
o    *** must ***, and ***, an ***, ***, etc.  Included in this must be ***.
o    *** and *** over *.
o    *** not exceed ***.
o    ***.  (*** is for *** to ***).
o    Dell will *** it *** for the *** to *** in the *** (in one of the ***).
o    Dell *** and *** and *** of ***.
o    Provider must *** are *** to ***.  There will be *** for *** and *** for
     ***, Dell *** Dell ***.  Dell *** will *** a ***.  *** the Dell *** will be
     *** the ***.  All other *** will be *** to ***.  Provider must ***.  Dell
     will *** of *** prior to *** the ***.

Call Center Equipment:
o    *** must *** from *** only.
o    Dell prefers that the physical ACD host equipment is located in the U.S.
     (does not apply to phones).
o    Dell will provide hardware and software for ICM Peripheral Gateways;
     outsource Provider will collocate these servers with their ACD and provide
     public IP addresses.
o    All *** must be *** on *** at *** (these vary by switch type).
o    *** does not *** with *** with *** and ***.  *** must *** of *** and *** in
     the ***.
o    *** must *** etc. for *** (*** etc., e.g.).
o    *** than one *** (no *** etc.).  For example, you can not *** to an *** in
     *** and *** that *** and another in ***.  An example of an acceptable
     infrastructure would be for a *** that *** on a ***.
o    All upgrades to the ACD, CMS, and any switch related peripherals like
     MAP-D/CVLAN, should be approved by and scheduled/coordinated with Dell as
     these could impact the outsourcer's ability to perform business on Dell's
     behalf.  An *** that *** an *** to *** on ***.
o    If calls sent vs. received exceed ***% in *** and *** be *** by a ***, a
     *** $0*** be *** by ***  said *** be *** to a *** with *** or *** as ***
     by ***.
o    Outsource Provider must purchase and maintain DS3 multiplexing equipment
     where appropriate.

General:
o    No *** of calls.


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

o    All *** of *** from ***. *** to *** up to a $*** to *** upon ***. If ***
     than *** after the ***, the *** $*** due to ***.
o    If applicable due to a DS3 or larger circuit lease, outsource Provider must
     provide Dell with accurate Carrier Facility Assignments (CFA) within 5
     business days of Dell's request. *** caused by *** to meet *** will *** a
     $*** per *** until *** are *** up or *** by all *** but ***.
o    Outsource Provider must provide dedicated voice and data engineering
     contacts and maintain an escalation list up to CEO level.
o    Outsource Provider must notify Dell I/T Operations of any major I/T changes
     that could impact their ability to service Dell's customers at least 5
     business days before the proposed change date. All changes require Dell
     written approval prior to implementation. Dell will not reasonably withhold
     any approvals, but reserves the right to reschedule the proposed changes.
o    Outsource Provider's I/T staff will make virus and patch policies available
     to Dell I/T staff. Dell will provide gap analysis if they are not deemed
     acceptable.
o    Outsource Provider will grant access the physical location for site audits
     of infrastructure, or for maintenance of Dell-owned equipment.
o    Outsource partner's data network will have no single point of failure in
     terms of network hardware. For partners doing business with Dell
     internationally, all data networks shall have diverse and redundant paths
     between Outsource Partner US Collocation facility and far-end contact
     center. *** that *** in *** (from *** to *** this ***) will *** in a ***
     $*** for each ***.

Data Center Facility Requirements:
o    The electrical primary service shall be obtained from the local Utility
     Company. Electrical primary service shall consist of electrical primary
     service from two substations (service from different transformers in the
     same substation may be acceptable) if available in the campus electrical
     service. Service to the site is preferred to be underground. The
     utilization of an automatic transfer switch set at 4 seconds shall be
     utilized to automatically transfer electrical primary services. The
     transfer switch shall serve pad-mounted switchgear that shall serve an
     underground loop feed service to switches serving service transformers.
     Underground electrical service from the pad-mounted switches to the service
     transformer shall be radial and shall not be more than twenty feet in
     length. The electrical service transformer shall be pad mounted. Future
     electrical loads shall be taken into consideration.
o    UPS will be required for the data center and shall be supplied from a
     solid-state static UPS system. The UPS will be located in a temperature
     controlled room separate from the data center raised floor area. Provide
     50% spare capacity for the UPS. Input voltage shall be 480/277 volts 3phase
     and ground with an output voltage of 480/277 volts 3 phase and ground. The
     UPS output shall be rated at .9 power factor. The UPS shall have integral
     maintenance bypass switchgear. The battery system shall utilize C&D 1000
     series sealed batteries. The battery strings shall have a (15) minute
     rating. The battery strings shall be rack mounted and be located adjacent
     to the UPS on the raised floor area. The UPS will require a connection to
     the Site Scan System. The UPS shall be complete with all controls,
     switchgear, UPS, batteries racks and any additional items as required,
     Provisions shall be made for UPS equipment based on the programmed
     expansion.
o    Grounding shall be in accordance with NEC article 250-81 (or local
     equivalent). The grounding electrode system resistance shall not exceed 5
     ohms. The data center shall have a bare grounding conductor installed below
     grade around the perimeter of the data center. The bare grounding conductor
     shall be bonded to the structural columns, pier reinforcement steel, and
     foundation reinforcement steel for structural items located within and
     around the data center. The bare grounding conductor shall be bonded to the
     building grounding electrode system.
o    Data center should be an isolated, secure room with controlled access. It
     should not be located near any water hazards (restroom, water pipe, etc).
     Drains should drain away from data center. A pre-action dry pipe fire
     protection system should be installed.
o    Multiple cable entrances should be available to the building.


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<PAGE>

                                   SCHEDULE A1
          Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------

                                  ATTACHMENT 5
                         Export Compliance Requirements

                            Export/Import Compliance

1.   Provider acknowledges that the shipped goods licensed or sold under this
     agreement, and the transaction contemplated by this agreement, which may
     include technology and software, are subject to the customs and export
     control laws and regulations of the United States ("U.S.") and may also be
     subject to the customs and export laws and regulations of the country in
     which the products are manufactured and/or received. Provider agrees to
     abide by those laws and regulations. Further, under U.S. law, the goods
     shipped pursuant to this agreement may not be sold, leased or otherwise
     transferred to restricted end-users or to restricted countries. In
     addition, the shipped goods may not be sold, leased or otherwise
     transferred to, or utilized by an end-user engaged in activities related to
     weapons of mass destruction, including without limitation, activities
     related to the design, development, production or use of nuclear weapons,
     materials, or facilities, missiles or the support of missile projects, and
     chemical or biological weapons. Provider agrees not to provide any written
     regulatory certifications or notifications on behalf of Dell without first
     seeking prior written approval from Dell.

2.   Provider further acknowledges that under U.S. export control laws and
     regulations, technology is specific information necessary for the
     development, production, or use of a product and that an export of
     technology or source code (except encryption source code) may be deemed to
     take place when it is released to any foreign national, with certain
     exceptions, wherever located. Technology may be released for export in
     various situations, including without limitation, when it is made available
     to foreign nationals for visual inspection, when exchanged orally, or when
     made available by practice or application under the guidance of persons
     with knowledge of the technology. If a license or prior authorization is
     required under U.S. export control laws and regulations for any such
     transfer, Provider agrees that it shall be Provider's responsibility to
     apply for any such license or prior authorization.


                           CONFIDENTIAL & PROPRIETARY
                                  Page 21 of 21
<PAGE>

                  Addendum 1 "Wireless and Dispatch Support" to
             Schedule A1 - ACS Management Technical Support Services

This Addendum 1 is made to the Schedule A1 ("Schedule") between eTelecare
International ("Provider') and Dell Products L.P. ("Dell") with an effective
date of October 1, 2005. The following modified and added terms and conditions
are made a part of the Agreement effective May 1, 2006.

Wireless & Dispatch Support:

Dell and Provider agree to implement a queue to support Dell's wireless
customers ("Wireless Queue). Dell and provider further agree to implement a
queue to support Dell's dispatch process ("Dispatch Queue"). Except to the
extent modified by this Addendum 1, Provider shall provide the Support Services
to Dell pursuant to the terms and conditions set forth in Schedule. The
following modifications are made to the terms of the Schedule only with regards
to the Wireless Queue and Dispatch Queue. These terms shall not apply to another
other service provided under the Schedule, amendments to the Schedule or other
addendums to the Schedule.

1.   For the Dispatch Queue only, the requirements of, Section 7)b. are modified
     such that Provider may *** a *** including *** for *** of no ***.

2.   Provider shall *** required to *** for *** as required in Section 7)c.

3.   For the Wireless Queue and Dispatch Queue, the following sections of the
     Schedule relating to fees for services and limits on fees shall not apply:
     ***. Therefore, fees for these services are calculated as:

     i)   Total number of inbound calls handled times inbound AHT times the base
          per-minute rate.

     ii)  Fees for outbound calls are calculated as: Total number of outbound
          minutes handled times the base per-minute rate.

     iii) The per-minute rates for calls are:

<TABLE>
<CAPTION>
          ---------------------------------
          Agent                    *** Rate
          ---------------------------------
<S>                                <C>
          ACS Dispatch Status L1     $***
          ---------------------------------
          ACS Wireless L1            $***
          ---------------------------------
</TABLE>

4.   Attachment 1 to the Schedule, "*** Grid" which provides for *** and ***
     shall not apply to the ***.

All other terms and conditions of the Schedule shall remain the same.

         Agreed and Accepted:                     Agreed and Accepted:
       eTelecare International                     Dell products L.P.


By: /s/ L. Benedict C. Hernandez        By: /s/ Karen H. Quintos
    ---------------------------------       ------------------------------------
Name: Benedict C. Hernandez             Name: Karen H. Quintos
      -------------------------------         ----------------------------------
Title: VP - PHIL. OPERATIONS            Title: VP Dell
       ------------------------------          ---------------------------------
Date: July 10, 2006                     Date: 6/1/06
      -------------------------------         ----------------------------------

DOC. NO.       11
          ___________
PAGE NO.       04                                    [Notary stamp]
          ___________
BOOK NO.      LXV
          ___________
SERIES OF [Illegible]
          ___________

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                          Amendment 1 "HSB Support" to
             Schedule A1 - ACS Management Technical Support Services

This Amendment 1 is made to the Schedule A1 between eTelecare International
("Provider") and Dell Products L.P. ("Dell") with an effective date of October
1, 2005. The following modified and added terms and conditions are made a part
of the Agreement effective May 1, 2006.

1)   Home and Small Business Level 2 Support - Dell and Provider agree as
     ---------------------------------------
     follows to implement the Home and Small Business ("HSB") level 2 support
     queue:

     a)   Section 2, Term & Termination is amended as follows:

          i)   Paragraphs 1 and 2 are deleted and replaced with the following.

               "The initial term of this Schedule shall be two (2) years
               beginning on the Effective Date of Amendment 1 to the Schedule.
               This Schedule will automatically renew for additional ninety (90)
               day periods unless (a) one party informs the other of its intent
               to let the Schedule expire ninety (90) days before the end of the
               then-current term.

               If, during any given invoice period, (1) Provider fails to meet
               Dell's quarterly customer experience ("CSAT") requirements for
               the L2 Queue as defined in the table below, or (2) Provider's
               AMPR is more than 10% higher than the enterprise average for like
               lines of business/consumer set/business process, (hereinafter
               referred to as a "Deficiency" or "Deficiencies"), Dell may,
               within 30 days of the date of the invoice for the invoice period
               in question, provide written notice to Provider to cure such
               Deficiency within ninety (90) days of the date of the notice by
               (1) meeting the monthly CSAT goal and/or AMPR cap for one full
               month during such 90 day period, and (2) achieving an AMPR
               performance of no worse than 10% higher than the AMPR lock. If
               Dell provides such notice to cure and if Provider fails to cure
               in the manner and within the time provided herein, Dell may
               terminate the L2 Queue. In the event Dell exercises its right to
               terminate the L2 Queue in accordance with this paragraph, Dell
               shall provide written notice of its intent to so terminate, upon
               which the L2 Queue shall ramp down in equal increments over a six
               (6) month period commencing on the date of Dell's notice of its
               intent to terminate.

               To the extent there are any conflicts between the Agreement and
               this Schedule with regards to termination of the L2 Queue, this
               Schedule shall apply.

<TABLE>
<CAPTION>
               -------------------------------------------------------------------------------
               Quarter   FY07Q2   FY07Q3   FY07Q4   FY08Q1   FY08Q2   FY08Q3   FY08Q4   FY09Q1
               -------------------------------------------------------------------------------
<S>                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
               CSAT      59%      69%      79%      TBD      TBD      TBD      TBD      TBD
               -------------------------------------------------------------------------------
</TABLE>

               On or before one month prior to the beginning of each fiscal
               year, Dell will provide Provider quarterly CSAT goals for that
               fiscal year."

     b)   Section 1, Definitions and Section 8 Operational Lock are amended as
          follows:

          i)   Paragraph 1( c ) AMPR and 8( c) Average Minutes Per Resolution
               are deleted and replaced with the following:

               "c) AMPR: Average Minutes Per Resolution: The time required for
                   ----
               Provider to resolve a customer's issue will be measured as the
               Average Minutes Per Resolution

CONFIDENTIAL & PROPRIETARY

<PAGE>

                          Amendment 1 "HSB Support" to
             Schedule A1 - ACS Management Technical Support Services

               ("AMPR"). AMPR will be measured using the following method: the
               sum of total inbound and outbound handle time minutes divided by
               the total number of resolutions achieved. All statistics are by
               line of business, customer set and like business process set,
               e.g. Dimension Consumer with handle in place initiative (POD")."

          ii)  The definition y) Resolution: is deleted and replaced with the
               following:

               "x) Resolution: An inbound customer case log on a service tag
               that does not have a subsequent inbound or outbound case logged
               on the same service tag in the next seven (7) days is defined as
               having achieved Resolution. In addition, in the case that an
               outbound case is logged and seven (7) days pass without a
               subsequent inbound or outbound log on that same service tag, the
               outbound case log will be reported as having achieved resolution
               for the last inbound case log prior to the outbound log."

     c)   Section 3, Scope of Services, is amended as follows; the first
          paragraph is deleted and replaced with the following:

               "Provider will provide support to Dell's customers in its Home
               and Small Business ("HSB") division in the form of a *** for ***,
               to include *** and *** in its Philippines and North America
               locations. All Provider agents in the North America location for
               the *** will be *** and ***. In the Philippines location, not
               less that *** will be ***.

     d)   Section 4.e, Staffing, is amended as follows; at the end of the
          paragraph the following is added:

               "For the L2 queue Dell shall provide a six (6) month weekly ***
               for volumes corresponding to the agent ramp below, provided that
               Provider maintains adequate staffing to handle the ***. Once
               fully ramped, the weekly forecast through the *** will not vary
               by more than *** or *** from the ***. No less than seven days
               prior to the beginning of each calendar month, Dell, as a matter
               of course, will provide a rolling six (6) month weekly *** and a
               rolling twelve month non-binding *** for the purposes of
               long-term planning for each L2 queue by LOB which shows the
               portion anticipated to be allocated to the Provider in subsequent
               locks.

               If Provider is unable to staff to meet the minimum guarantee in
               any given month (e.g., the ramp up period), Dell will be invoiced
               only for the minutes actually handled.

               Provider agrees to make commercially reasonable efforts to
               provide agents to achieve the ramp in the table below. Provider
               agrees to make commercially reasonable efforts to accelerate that
               portion of the ramp to be located in North

CONFIDENTIAL & PROPRIETARY
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                          Amendment 1 "HSB Support" to
             Schedule A1 - ACS Management Technical Support Services

               America. Headcount numbers below are directional indicators as to
               forecasted calls handled; the process referenced in item d) above
               will be used.

<TABLE>
<CAPTION>
               -------------------------------------------------------------------------
               May '06   June '06   July '06    August '06   September '06   October '06
               -------------------------------------------------------------------------
<S>                      <C>        <C>         <C>          <C>             <C>
               ***       ***        ***         ***          ***             ***
               -------------------------------------------------------------------------
</TABLE>

     e)   Section 7, Floor Support (Ownership) is modified as follows; a sixth
          item (f) is appended to the list of ***:

               "f. Provider will *** that its *** for *** such that *** to each
               *** of no ***. Provider will staff the necessary escalation
               specialist, L3 and other support personnel in order to achieve
               Dell's goals for Resolve in 2."

     f)   Section 9, Rates,; Fees, and invoicing, is amended as follows:

          i)   Item d) Base Rate listed by Invoiced Volume Grid, is deleted and
               replaced with the following:

               "d)

<TABLE>
<CAPTION>
               ---------------------------------
               Agent                    *** Rate
               ---------------------------------
<S>                                     <C>
               ACS L1 - Philippines     $***
               ---------------------------------
               ACS L2 - Philippines     $***
               ---------------------------------
               ACS L2 - United States   $***
               ---------------------------------
</TABLE>

               Dell may request, in writing and in advance, that Provider agents
               participate in special activities such as test queues, pilots, or
               other Dell support activities. In the event that such activities
               are requested and supported, Provider shall *** at the *** of ***
               the *** above provided that *** and *** in *** on the *** of ***
               that will be *** in the *** of ***. *** or *** by *** from ***
               that *** the ***. Provider will provide electronic time tracking
               and back-up materials in its invoice to support the hours
               reported. *** that are *** under *** may not *** as ***, such ***
               to ***, and *** from ***. *** will apply towards any *** may ***,
               at the rate of *** per ***."

               ii)  Item f)(i) is deleted and replaced with the following

               "f)  Pricing will be invoiced as a price ***:
                    Fees for inbound calls are calculated as: *** of ***
                    the *** of the *** or the *** the ***. In addition, if
                    Provider's *** is more than *** over the ***, Provider may
                    *** for the *** of *** the ***.

CONFIDENTIAL & PROPRIETARY
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                          Amendment 1 "HSB Support" to
             Schedule A1 - ACS Management Technical Support Services

               Formula:
               ***

               Example (in minutes):

<TABLE>
<CAPTION>
               ----------------------------------------------------------------
               Actual AMPR   AMPR Cap   Minutes Over (Cap + ***%)   Billable***
               ----------------------------------------------------------------
<S>                          <C>        <C>                         <C>
                   ***          ***                ***                  ***
               ----------------------------------------------------------------
                   ***          ***                ***                  ***
               ----------------------------------------------------------------
                   ***          ***                ***                  ***
               ----------------------------------------------------------------
                   ***          ***                ***                  ***
               ----------------------------------------------------------------
</TABLE>

          iii) Item g) Ramp Relief is amended as follows: "For new North America
               L2 sites only, Dell will waive the AMPR cap for the first 90
               days."

          iv)  Item i) Training is amended as follows. The first sentence is
               deleted and replaced with. "Provider may charge Dell at an *** of
               *** the *** for *** of ***. Dell will be charged an ***of *** the
               *** for *** on *** and *** with *** to *** in ***. Provider is
               responsible for all *** with *** and ***."

          v)   The following paragraph shall be inserted in Section 9 as Item
               m):

               "Provider shall use commercially reasonably efforts to allocate
               its invoices to various business units or divisions within Dell,
               in the manner which Dell may, from time to time, direct, and
               issue invoices to such business units or divisions separately,
               provided that such allocation and separate invoicing is feasible
               and not cost prohibitive to Provider."

2)   All other terms and conditions of the Agreement shall remain the same.

         Agreed and Accepted:                     Agreed and Accepted:
       etelecare International                     Dell products L.P.


By: /s/ L. Benedict C. Hernandez        By: /s/ Karen H. Quintos
    ---------------------------------       ------------------------------------
Name:                                   Name: Karen H. Quintos
      -------------------------------         ----------------------------------
Title:                                  Title: VP
       ------------------------------          ---------------------------------
Date:                                   Date: 6/1/06
      -------------------------------         ----------------------------------

DOC. NO.      266
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PAGE NO.       55
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BOOK NO.  [Illegible]                                [Notary stamp]
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SERIES OF [Illegible]
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CONFIDENTIAL & PROPRIETARY
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.