Exhibit 10.3


 


MASTER SERVICES AGREEMENT


 


1ST AMENDMENT


 


This 1st
Amendment to the Master Services Agreement dated December 30, 2004 by and
between GENERAL ELECTRIC COMPANY, a New York corporation, having a principal
place of business at 3135 Easton Turnpike, Fairfield, Connecticut 06431 and
GECIS INTERNATIONAL HOLDINGS, Luxembourg, Swiss Branch Zug, a Luxembourg S.A.R.L,
having a principal place of business at Baarerstrasse 21, 6304 Zug,
Switzerland, is made as of January 1, 2005 with reference
to the following:


 


WITNESSETH:


 


WHEREAS, GENERAL
ELECTRIC COMPANY (“GE”) and GECIS INTERNATIONAL HOLDING, Luxembourg,
Swiss Branch Zug, a Luxembourg S.A.R.L. (“Company”), entered into a
Master Services Agreement dated December 30, 2004 (this “Agreement”).


 


WHEREAS, Company
agreed to provide or cause to be provided
certain services, deliverables and work product and GE agreed to purchase such
certain services, deliverables and work product.


 


WHEREAS, the
parties to this 1st Amendment wish to amend the Agreement to modify
certain provisions all as more fully set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties to this 1st Amendment agree as
follows:


 


1.                                       Amendment.


 


a.             Section 6.4 (b)
(ii) is modified by adding a new section 6.4 (b) (ii) (c) following the phrase “assigned to
Provider” to read as follows:


 


“and (c) from GECIS GLOBAL
HOLDINGS, a Luxembourg
S.A.R.L. having an office at 7, Val Sainte-Croix in L - 1371 Luxembourg, and
any of its Subsidiaries or
Affiliates, whether under this Agreement
or another agreement”


 


b.             Section l.1. “Additional
Services” is modified by adding the following phrase in section (i) after the
phrase “under a Customer SOW”:


 


“or any Statement of Work
executed pursuant to any agreement between GECIS GLOBAL HOLDINGS, its
Subsidiaries or Affiliates and Customer Group”


 


2.                                       Ratification.
 The Agreement as amended is ratified by
each of the parties and shall remain in full
force and effect in accordance with its terms as so amended.  The Amendment set forth above is not a consent to any waiver or
modification of


 


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any
other terms or conditions of the Agreement and shall not prejudice any rights
which any of the parties may now or hereafter have in connection with the
Agreement.


 


3.                                       Counterparts.  This 1st Amendment may be executed
in one or more counter parts, and by the different parties to each such
agreement in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the
same agreement.  Delivery of an executed
counterpart of a signature page to this 1st Amendment by facsimile
shall be as effective as delivery of a manually executed counterpart.


 


IN WITNESS WHEREOF,
each of the parties hereto has caused this 1st Amendment to the Master
Services Agreement to be executed by its duly authorized officer or
representative effective as of January 1, 2005.


 


	
  GENERAL
  ELECTRIC COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Printed Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GECIS
  INTERNATIONAL HOLDINGS,

  	
   

  
	
  Luxembourg,
  Swiss Branch Zug

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Printed Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  



 


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