LETTERHEAD**Exhibit 10.19**September 25, 2006J. Michael Dodson     Re:      Change of Control ProvisionDear Mr. Dodson:     On October 25, 2005, we sent you a letter containing certain terms and conditions of youremployment with eTelecare International, Inc. (“eTelecare”). The terms and conditions in thatletter contained a provision governing change of control.     As you may be aware, eTelecare retained a consulting company on executive compensation. Thisconsulting company has recommended that the change of control provisions for eTelecare’s seniormanagement team be amended. This recommendation was approved by the Board of Directors in August,2006.     Accordingly, please review the below-referenced change of control amendment. If you executethis letter, you and eTelecare mutually agree that the change of control provision in this lettersupersedes and replaces the change of control provision contained in the letter dated October 25,2005. All other provisions of that letter remain the same. If you decline to execute this letter,the change of control provision in the letter dated October 25, 2005 will remain in effect.**Change in Control Provision:**     If at any time within twenty-four months after a Change in Control (as defined below) (i) youterminate your employment with the Company for Good Reason (as defined below) or (ii) the Companyterminates your employment for any reason other than (A) for Cause or (B) as a result of death orpermanent disability, and you sign and do not revoke a standard release of claims with the Companythen you shall be entitled to the following severance benefits:
 

 
     (a) as severance pay and in lieu of any further salary for periods subsequent to the date oftermination, the Company shall pay to you in a single payment an amount in cash equal to two timesthe higher of (a) your annual base salary at the rate in effect just prior to the time a notice oftermination is given or (b) your annual base salary in effect immediately prior to the change incontrol of the Company;     (b) the portion of any unvested stock options held as of the date of termination shall bevested immediately as of the date of termination and, together with any other shares vested as ofsuch date, shall remain exercisable for a period of twelve (12) months after the date oftermination; and     (c) for a twenty-four (24) month period after the date of termination, the Company shallarrange to provide you and your dependents with life, medical, long-term disability and dentalinsurance benefits substantially similar to those which you were receiving immediately prior to thechange in control of the Company. Notwithstanding the foregoing, the Company shall not provide anybenefit otherwise receivable by you pursuant to this paragraph (c) to the extent that a similarbenefit is actually received by you from a subsequent employer during such twenty-four (24) monthperiod, and any such benefit actually received by you shall be reported to the Company.“Change in Control” means the occurrence of any of the following events:     (i) The consummation of a merger or consolidation of the Company or eTelecare Global with orinto another entity or any other corporate reorganization, if persons who were not stockholders ofthe Company or eTelecare Global, as applicable, immediately prior to such merger, consolidation orother reorganization own immediately after such merger, consolidation or other reorganization fiftypercent (50%) or more of the voting power of the outstanding securities of each of (A) thecontinuing or surviving entity and (B) any direct or indirect parent corporation of such continuingor surviving entity;     (ii) The consummation of the sale, transfer or other disposition of all or substantially allof the assets of the Company or eTelecare Global or the stockholders of the Company or eTelecareGlobal approve a plan of complete liquidation of the Company or eTelecare Global, as applicable; or
 

 
(iii) Any “person” (as defined below) who, by the acquisition or aggregation of securities, is orbecomes the ‘beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,as amended (the ‘Exchange Act”)), directly or indirectly, of securities of the Company or eTelecareGlobal representing fifty percent (50%) or more of the combined voting power of the thenoutstanding securities of the Company or eTelecare Global, as applicable, ordinarily (and apartfrom rights accruing under special circumstances) having the right to vote at elections ofdirectors (the “Base Capital Stock”); except that any change in the relative beneficial ownershipof the securities of the Company or eTelecare Global, as applicable, by any person resulting solelyfrom a reduction in the aggregate number of outstanding shares of Base Capital Stock, and anydecrease thereafter in such person’s ownership of securities, shall be disregarded until suchperson increases in any manner, directly or indirectly, such person’s beneficial ownership of anysecurities of the Company or eTelecare Global, as applicable.     For purposes of this Section, the term “person” shall have the same meaning as when used insections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciaryholding securities under an employee benefit plan maintained by the Company or a parent orsubsidiary of the Company, (ii) a corporation owned directly or indirectly by the stockholders ofthe Company or eTelecare Global in substantially the same proportions as their ownership of theoutstanding securities of the Company or eTelecare Global, as applicable, ordinarily (and apartfrom rights accruing under special circumstances) having the right to vote at elections ofdirectors and (iii) any person who is a stockholder of eTelecare Global on the first day of youremployment with the Company.“Good Reason” means:     (i) without your express written consent, a diminution in your title, authority, duties,position or responsibilities relative to your title, authority, duties, position orresponsibilities in effect immediately prior to the Change in Control;     (ii) without your express written consent, a reduction by the Company of your base salary ormaximum potential bonus as in effect immediately prior to the Change in Control;     (iii) without your express written consent, the relocation of your principal place ofemployment to a facility or a location more than 30 miles from your current location: or
 

 
(iv) the failure of the Company to obtain the assumption of this Agreement or any other agreementbetween the Company and you by any successors contemplated in the Change in Control.Sincerely,eTelecare International, Inc.           By: /s/ John Harris   DATE:    Name:  John Harris        Title: President and CEO                   **AGREED AND ACCEPTED****:**                   By: /s/ J. Michael Dodson   DATE:               Name: J. Michael Dodson        Title: CFO