August 28, 2007Dave Palmer**Change in Control Provision:**     If at any time within twelve 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 (R) 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 one 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 twelve (12) month period after the date of termination, the Company shall arrangeto provide you and your dependants with life, medical, long-term disability and dental insurancebenefits substantially similar to those which you were receiving immediately prior to the change incontrol of the Company. Notwithstanding the foregoing, the Company shall not provide any benefitotherwise receivable by you pursuant to this paragraph (c) to the extent that a similar benefit isactually received by you from a subsequent employer during such twelve (12) month period, and anysuch benefit actually received by you shall he 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 o 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 or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company oreTelecare Global 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 otheragreement between the Company and you by any successors contemplated in the Change in Control.Sincerely,eTelecare Global Solutions, Inc./s/ John HarrisName: John Harris