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                                                                   Exhibit 10.11

                              CONSULTING AGREEMENT

     This Agreement ("Agreement") effective as of this 28th day of July, 2000,
by and between MORGAN STANLEY & CO. INCORPORATED, a Delaware corporation
("COMPANY") with its principal place of business at 1585 Broadway, New York, NY
10036, and KANBAY INCORPORATED ("CONSULTANT"), with its principal place of
business at 6400 Shafer Court, Suite 100, Rosemont, Illinois 60018.

     WHEREAS, the COMPANY and CONSULTANT desire to enter into an agreement
whereby CONSULTANT will perform certain services for COMPANY;

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter
recited, the parties agree as follows:

1.   TERM AND TERMINATION

     The term of this Agreement shall commence as of the date first written
above, and shall continue until terminated in accordance with the provisions of
paragraph 13 hereof. On termination, COMPANY's obligation to pay any
compensation, except for services and expenses already agreed and incurred,
shall cease and terminate.

2.   MASTER AGREEMENT; TASK ORDERS

     This Agreement is a master agreement consisting of individual Task Orders
("Task Orders"). COMPANY desires that CONSULTANT shall perform, and CONSULTANT
agrees to perform, such systems analysis and design services, computer
programming services and/or other consulting services the "Services" as are set
forth in the initial Task Order attached hereto as SCHEDULE A, and each future
Task Order executed by the parties (the "Services"). Each Task Order will be
attached as an additional SCHEDULE A to this Agreement. The terms and conditions
of this Agreement shall govern with respect to the Services, in accordance with
each Task Order. Should the terms of this Agreement conflict with the terms of
any Task Order, the terms of the Task Order will control.

3.   TECHNICAL DIRECTION

     CONSULTANT shall report to and receive technical direction only from such
COMPANY employees or officers as are listed in the applicable Task Order or as
shall be designated by such employees or officers.

4.   PRICE

     COMPANY agrees to pay CONSULTANT for the Services rendered in accordance
with the Payment Schedule specified in each Task Order. The parties can add
additional personnel and rates to any Task Order by mutual written agreement.

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5.   REIMBURSEMENT OF EXPENSES

     COMPANY shall not be liable to CONSULTANT for any expenses paid or incurred
by CONSULTANT unless agreed to in writing. CONSULTANT shall provide COMPANY with
appropriate documentation evidencing all approved expenses. CONSULTANT agrees to
abide by the policies set forth in COMPANY's Information Technology Division's
"Expense Reimbursement Policy for Consultants," attached hereto as Exhibit 1.

6.   PAYMENTS; TAXES

     Each invoice shall be due and payable in U.S. dollars within forty five
(45) calendar days after receipt of such invoice. In addition, COMPANY shall be
responsible for paying any applicable sales, use, value added, or similar taxes,
specified in the applicable invoice and imposed upon the Services rendered or
products provided hereunder by any federal, state, local, or foreign government
authority, exclusive of any taxes based upon CONSULTANT's income or payroll.

7.   INDEPENDENT CONTRACTOR

     CONSULTANT acknowledges that it is acting as an independent contractor,
that CONSULTANT is solely responsible for its actions or inactions, and that
nothing in this Agreement shall be construed to create an employment
relationship between the parties. CONSULTANT is not authorized to enter into
contracts or agreements on behalf of COMPANY or to otherwise create obligations
of COMPANY to third parties. CONSULTANT shall be responsible for and shall
maintain adequate records of expenses it shall incur in the course of performing
Services hereunder and shall be solely responsible for and shall file, on a
timely basis, tax returns and payments required to be filed with or made to any
federal or state or local tax authority with respect to its performance of
Services hereunder. Neither federal, nor state nor local income tax of any kind
shall be withheld or paid by COMPANY with respect to any amount paid to
CONSULTANT pursuant to this Agreement. CONSULTANT agrees that CONSULTANT is
responsible for payment of all applicable workers' compensation, disability
benefits and unemployment insurance, and for withholding and paying such
employment taxes and income withholding taxes as required, with respect to
CONSULTANT or any employee of CONSULTANT.

8.   CONSULTANT'S PERSONNEL

     The Services provided by CONSULTANT may be performed, as the case may be,
by CONSULTANT (if CONSULTANT is an individual) or by personnel who may be either
employees of CONSULTANT or, with COMPANY's consent as required below, of
independent subcontractors of CONSULTANT. CONSULTANT agrees that, with respect
to Services provided hereunder, neither CONSULTANT nor any personnel supplied by
CONSULTANT or a subcontractor thereof are COMPANY employees for any purpose,
including, without limitation by specification: (i) for federal, state or local
tax, employment, withholding or reporting purposes; or (ii) for eligibility or
entitlement to any benefit under any of the COMPANY's employee benefit plans
(including, without limitation, those that are subject to the Employee
Retirement Income Security Act of 1974, as amended), incentive, compensation or
other employee programs or policies

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(each, a "Benefit Plan"). CONSULTANT agrees that all such personnel shall be
informed that they are employees solely of CONSULTANT, or subcontractor if
applicable, and not eligible to participate in any Benefit Plan.

     In the event that any federal, state or local government or administrative
agency, or other regulatory entity, or any court, determines that CONSULTANT or
any personnel of CONSULTANT, or of a subcontractor thereof, acted as an employee
of COMPANY in performing Services, CONSULTANT: (i) waives any and all claims
that CONSULTANT may have as a result of any such determination and acknowledges
that CONSULTANT agreed to render Services under this Agreement with the
understanding that neither CONSULTANT nor any employee of CONSULTANT (nor any
employee of any subcontractor of CONSULTANT) has any right or entitlement to any
such benefit; and (ii) agrees to indemnify and hold COMPANY harmless from all
liabilities, costs and expenses (including, but not limited to, attorney's fees)
incurred by COMPANY as a result of, or related to, such a determination.

     In the event that any personnel performing Services hereunder are found to
be reasonably unacceptable to COMPANY, COMPANY shall notify CONSULTANT and
CONSULTANT shall promptly take appropriate corrective actions or remove said
personnel from performing Services hereunder and, if requested by COMPANY,
provide a qualified replacement.

     In the event that CONSULTANT provides replacement personnel, CONSULTANT
shall not charge COMPANY for the number of hours required to train the
replacement until such personnel are familiar with the particular project and
all work done prior thereto, so that such replacement personnel are capable of
performing the Services as efficiently as the replaced personnel at the time of
departure.

     CONSULTANT acknowledges that, in the course of providing Services,
CONSULTANT and personnel performing Services hereunder may have access to, or
acquire, knowledge of confidential, proprietary and/or sensitive information
regarding COMPANY, COMPANY's clients or other parties with whom COMPANY has a
relationship. CONSULTANT agrees that all such personnel will be advised of the
standards imposed upon them with respect to Services they render and of their
not being employees or agents of COMPANY for any purpose. Accordingly,
CONSULTANT agrees that with respect to personnel providing Services, it shall
institute for such personnel a Standard of Conduct (attached hereto as Exhibit
2) and shall obligate any subcontractor to do the same with respect to its
personnel providing Services hereunder. In addition, prior to performing any
Services hereunder, all personnel utilized by CONSULTANT (or by a subcontractor
of CONSULTANT) in connection with the Services will be provided with a copy of
such Standard of Conduct and will agree in writing to be bound by all of the
restrictions and covenants set forth therein; as well as agreeing that they are
employees of CONSULTANT or its subcontractor. If CONSULTANT is an individual he
or she shall execute an Individual Consultant Addendum and Exhibit 2 shall not
be applicable.

     Notwithstanding any other provision of this Agreement, CONSULTANT may not
assign or subcontract to another party any of the Services to be performed
hereunder without the express written consent of COMPANY. If such consent is
obtained, CONSULTANT agrees to indemnify COMPANY with respect to any liability,
cost, or expense (including, but not limited to, attorney's

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fees) relating to any Services provided by subcontractor or with respect to any
personnel of subcontractor.

     Upon execution of this Agreement, CONSULTANT shall provide to COMPANY the
following documents:

     (a)  if CONSULTANT is incorporated, a certificate of good standing of
CONSULTANT as a corporation under the laws of the state of CONSULTANT's
incorporation; and

     (b)  evidence of CONSULTANT's federal employer identification number.

     Failure by CONSULTANT to provide COMPANY any documents required under this
Section 8 shall be grounds for withholding payments of CONSULTANT's invoices.

9.   CONFIDENTIAL INFORMATION

     (a)  As used herein, "COMPANY Confidential Information" shall mean the
COMPANY Properties (as defined in Section 11(c) of this Agreement) and all
information of the COMPANY to which CONSULTANT has had access in connection with
performance of this Agreement, whether in oral, written, graphic or
machine-readable form, including without limitation, specifications, user,
operations or systems manuals, diagrams, graphs, models, sketches, technical
data, research, business or financial information, plans, strategies, forecasts,
forecast assumptions, business practices, marketing information and material,
customer names, proprietary ideas, concepts, know-how, methodologies and all
other information related to COMPANY's business. COMPANY Confidential
Information shall also include confidential information of a similar nature
received by COMPANY from a third party.

     (b)  As used herein, "CONSULTANT Confidential Information" shall mean
CONSULTANT Properties (as defined in Section 12(a) of this Agreement) furnished
by CONSULTANT to COMPANY in written, graphic or machine-readable form.

     (c)  The COMPANY Confidential Information and CONSULTANT Confidential
Information shall hereinafter be referred to as the "Confidential Information".
Notwithstanding anything to the contrary contained in this Agreement,
Confidential Information shall not include information which: (a) is in the
public domain at the time of disclosure; (b) was in the possession of or
demonstrably known by the recipient prior to its receipt from the disclosing
party; (c) is independently developed by recipient without use of the
Confidential Information; or (d) becomes known to recipient from a source other
than disclosing party without breach of this Agreement.

     (d)  Each party agrees to maintain the confidentiality of the Confidential
Information using procedures no less rigorous than those used to protect and
preserve the confidentiality of its own similar proprietary information (and in
any event not less than a reasonable degree of care) and shall not, directly or
indirectly; (a) transfer or disclose any Confidential Information to any third
party, except that the each party shall be permitted to disclose the
Confidential Information of the other party to its employees and independent
consultants to the extent necessary for the

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performances of the Services hereunder; (b) use any Confidential Information
other than as contemplated under this Agreement or (c) take any other action
with respect to the Confidential Information inconsistent with the confidential
and proprietary nature of such information.

     (e)  If the receiving party is requested or required to disclose
Confidential Information pursuant to a subpoena, court order or other similar
process ("Court Order"), it is agreed that the receiving party shall provide the
disclosing party with notice of such request(s) so that the disclosing party may
seek an appropriate protective order. In the event that the disclosing party is
not successful in obtaining a protective order and the receiving party is, in
the opinion of its counsel, compelled to disclose the Confidential Information
under pain of liability for contempt of court or other censure or penalty, the
receiving party may disclose such information in accordance with and for the
limited purpose of compliance with the Court Order, without liability hereunder.

     (f)  CONSULTANT agrees not to disclose the identity of COMPANY as a
customer or prospective customer of CONSULTANT or the existence or nature of the
relationship contemplated by this Agreement, except as such disclosure may be
required for CONSULTANT to comply with regulatory or other legal requirements.

10.  DISCLOSURE OF INVENTIONS; INNOVATIONS:

     CONSULTANT agrees to disclose promptly in writing to COMPANY any and all
inventions, improvements, discoveries and copyrightable material, computer
programs, processes, manufacturing techniques, trade secret formula or knowhow,
patentable or unpatentable, copyrightable or uncopyrightable, protectable or
unprotectable under any form of legal protection afforded to intellectual
property, that during the term of this Agreement, and in relation to the
performance of this Agreement, CONSULTANT may conceive, make, develop, author or
work on in whole or in part solely or jointly with others. COMPANY agrees to
hold all such disclosures in confidence as Confidential Information unless the
invention, improvement, discovery or work is or becomes COMPANY's property as
provided in Section 11.

11.  INVENTIONS, PATENTS, TRADE-MARKS AND COPYRIGHTS:

     (a)  DEFINITIONS.

          (i)  The term "work" means any and all writings, designs, models,
     drawings, photographs, physical property, reports, formulas, patterns,
     devices, compilations, etc., whether or not protectable under Title 17 of
     the U.S. Code, and that are created for COMPANY by CONSULTANT, whether
     alone or with others, and whether they be created by independent
     contractors, employees or agents of CONSULTANT.

          (ii) The term "trademark" means any name, word, phrase, logo, design
     or other graphic depiction generated during the performance of this
     Agreement that is or can be used to describe either a product or service of
     COMPANY, and that is created for COMPANY by CONSULTANT, whether alone or
     with others, and whether they be created by independent contractors,
     employees or agents of CONSULTANT.

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          (iii) The term "invention" means any designs, processes, inventions or
     discoveries, whether or not patentable or otherwise protectable under Title
     35 of the U.S. Code, that are created for COMPANY by CONSULTANT, whether
     alone or with others, and whether they be created by independent
     contractors, employees or agents of CONSULTANT.

     (b)  WORK MADE FOR HIRE. In relation to the performance of this Agreement
CONSULTANT may create certain works for COMPANY that may be copyrighted or
copyrightable under the laws of the United States. To the extent that any such
works are created, CONSULTANT will be considered to have created a "Work Made
for Hire" as defined in 17 U.S.C. Section 101, and COMPANY shall have the sole
right to the copyright. In the event that any such work created by CONSULTANT
does not qualify as a Work Made for Hire, CONSULTANT hereby assigns its
copyright and all rights, throughout the world, in and to the work to COMPANY,
as provided for in Section 11(c) below.

     (c)  TITLE TO WORKS, TRADE-MARKS, AND INVENTIONS PRODUCED. It is understood
and agreed that the entire right, title and interest throughout the world to all
works, trademarks, and/or inventions that are conceived of, prepared, procured,
generated or produced, whether or not reduced to practice, by CONSULTANT, either
solely or jointly with others during the course of, in connection with, or as
related to the performance of this Agreement, shall be and hereby are vested and
assigned by CONSULTANT to Company (collectively, the "COMPANY Properties").

     CONSULTANT agrees, at COMPANY's expense, to execute any and all documents
prepared by COMPANY, and to do all other lawful acts as may be necessary, useful
or convenient for COMPANY to establish, document, and protect such rights.

     CONSULTANT has acquired or shall acquire from each of its employees,
consultants, and subcontractors, if any, the necessary rights to all such works,
trademarks, and inventions produced by such employees, consultants, and
subcontractors, within the scope of their employment by CONSULTANT in performing
Services under this Agreement. CONSULTANT shall obtain the cooperation of each
such party to secure to COMPANY or its nominees the rights COMPANY may acquire
in accordance with the provisions of this Section 11.

12.  OWNERSHIP CONSULTANT PROPERTIES; AND RESIDUALS

     (a)  CONSULTANT Properties. Proprietary computer software, methodologies,
techniques, software libraries, tools, algorithms, materials, products, ideas,
designs, and know-how used by CONSULTANT in providing Services (including all
copies, enhancements, modifications, revisions, and derivative works of any of
the foregoing, other than the foregoing that results from or is related to the
Services) that: (a) existed prior to the effective date, or (b) are developed by
CONSULTANT independently of providing the Services hereunder shall be the
property of CONSULTANT ("CONSULTANT Properties"). As between CONSULTANT and
COMPANY, CONSULTANT shall at all times be and remain the sole and exclusive
owner of the CONSULTANT Properties. Except as expressly authorized in this
Agreement or a Task Order hereunder, COMPANY will not copy, modify, distribute
or transfer (by any means),

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display, sublicense, rent, reverse engineer, decompile, or disassemble the
CONSULTANT Properties.

     (b)  LICENSE TO USE CONSULTANT PROPERTIES. CONSULTANT hereby grants to
COMPANY a perpetual, world-wide, royalty-free, non-exclusive license to use,
execute, reproduce, transmit, display, perform, and create derivative works from
any CONSULTANT Properties incorporated into or made a part of the COMPANY
Properties hereunder or provided as part of the Services, only in connection
with the use, sale, licensing, modification, enhancement, or further development
of such COMPANY Properties or Deliverables.

     (c)  USE OF RESIDUALS. Notwithstanding anything to the contrary in this
Section 12, CONSULTANT, and its employees, shall be free to use and employ their
existing skills, and general ideas, general concepts, general knowledge, general
experience, general processes, and general know-how gained or learned during the
course of the Task Order (the "Residual Information"), to develop,
independently, materials similar to those of materials developed or prepared
hereunder, so long as CONSULTANT develops the same independently and without the
use or disclosure of any Confidential Information of the COMPANY. For the
avoidance of doubt, CONSULTANT may use or disclose the Residual Information that
may be incorporated in or result from development of the Deliverables (as
defined in Section 20) without restriction.

13.  TERMINATION

     (a)  Either party may discontinue the use of Services, or provision of
Services, as the case may be without reason or cause, at any time upon one
hundred twenty (120) days prior written notice to the other party.
Notwithstanding the foregoing, for a termination without cause by CONSULTANT
such termination date shall not be prior to CONSULTANT's completion of all
Services that CONSULTANT shall have agreed to perform.

     (b)  If a party ( the "Defaulting Party") is in material breach of this
Agreement or any Task Order, and the Defaulting Party does not remedy that
breach or default within thirty (30) calendar days after receipt from the other
party of written notice of breach, the non-defaulting party shall after the
expiration of such thirty (30) calendar day period have the right to terminate
the applicable Task Order. To the extent that the breach or default is of a
nature, which goes beyond the relevant Task Order, the non-defaulting party may
also terminate this Agreement. Termination of a Task Order or this Agreement
shall be without prejudice to any other rights or remedies, which the
non-defaulting party may have.

     (c)  In the event of any such termination, COMPANY shall make payments to
CONSULTANT for all work performed in accordance with the terms and conditions
herein up to the date of termination, and CONSULTANT shall immediately return or
provide to COMPANY, without limitation, all documents, drawings and other items
of whatever nature supplied to CONSULTANT by COMPANY or developed by CONSULTANT
in accordance with this Agreement.

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14.  CONFLICTS OF INTEREST:

     CONSULTANT hereby warrants that there is no conflict of interest (as
determined in accordance with applicable industry standards) between
CONSULTANT's other employment, if any, or other CONSULTANT contracts, if any,
and the activities to be performed hereunder. CONSULTANT shall advise COMPANY if
a conflict of interest arises in the future.

15.  REPRESENTATIONS AND WARRANTIES

     (a)  REPRESENTATIONS AND WARRANTIES OF COMPANY. COMPANY hereby represents
and warrants that it has all rights, titles, or interests in the COMPANY
Properties required for the performance of its obligations hereunder and has the
authority and the legal right to permit CONSULTANT to perform the Services
described herein and contemplated hereby.

     (b)  REPRESENTATIONS AND WARRANTIES OF CONSULTANT.

          (1)  RIGHTS AND TITLES. CONSULTANT hereby represents and warrants
     that: (i) it has all rights, titles or interests in the CONSULTANT
     Properties required for the performance of its obligations hereunder and
     has the authority and the legal right to perform the Services described
     herein and contemplated hereby; and (ii) it will not infringe or
     misappropriate any copyrights, patents, trademarks, trade secrets or other
     proprietary rights of any third party in connection with CONSULTANT's
     performance of the Services hereunder.

          (2)  SERVICES. CONSULTANT further represents and warrants that the
     Services provided under this Agreement will be: (i) performed in a good
     workmanlike manner by skilled, knowledgeable and experienced personnel in
     the subject matter of the applicable Services; and (ii) of commercially
     reasonable quality and will be performed in accordance with industry
     standards.

          (3)  NO VIRUSES. CONSULTANT further represents and warrants that the
     Deliverables shall not contain any computer code (i) designed to disrupt,
     disable, harm, or otherwise impede in any manner, including aesthetical
     disruptions or distortions, the operation of the Deliverables, or any of
     COMPANY's other associated software, firmware, hardware, computer system or
     network (sometimes referred to as "viruses" or "worms"), (ii) that would
     disable the Deliverables or impair in any way its operation based on the
     elapsing of a period of time, exceeding an authorized number of copies,
     advancement to a particular date or other numeral (sometimes referred to as
     "time bombs", "time locks", or "drop dead" devices) or (iii) that would
     permit the CONSULTANT or others to access the Deliverables to cause such
     disablement or impairment (sometimes referred to as "traps", "access codes"
     or "trap door" devices), or any other similar harmful, malicious or hidden
     procedures, routines or mechanisms which would cause such programs to cease
     functioning or to damage or corrupt data, storage media, programs,
     equipment or communications, or otherwise interfere with operations.

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     (c)  NO OTHER WARRANTY. EXCEPT AS PROVIDED IN THIS AGREEMENT, CONSULTANT
MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

16.  LIMITATION OF LIABILITY

     Each party's liability to the other for claims relating to this Agreement,
whether for breach or in tort, shall be limited to the greater of three million
($3,000,000) dollars or the aggregate amount paid to CONSULTANT hereunder.

     IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE OF THE OTHER PARTY IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOST PROFITS). HOWEVER IT
ARISES, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR
IN TORT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.

     The limitations of liability set forth in this paragraph 16 shall not apply
with respect to any indemnity set forth above, or to any claims (i) for personal
injury or property damage (including, without limitation, all costs associated
with the recovery or replacement of lost or damaged software and data), or (ii)
for breach of any confidentiality provision contained herein, or (iii) based on
either party's willful misconduct or gross negligence.

17.  REPORTS

     CONSULTANT, when directed at COMPANY'S expense, shall provide written
reports with respect to the Services rendered hereunder.

18.  LAWS AND REGULATIONS

     Each party and their employees shall comply with all applicable laws, rules
and regulations, as well as all applicable securities laws and/or compliance
regulations and procedures of the parties. In particular, and without limiting
the foregoing, if CONSULTANT is performing any services on behalf of COMPANY's
municipal finance business the following paragraph shall apply:

     COMPANY and CONSULTANT confirm that CONSULTANT is being retained solely to
provide technical and analytical services in connection with the matters
contemplated hereby and not for the purpose of obtaining or retaining municipal
finance business for COMPANY. Without limiting the generality of the foregoing,
CONSULTANT agrees that (a) neither it nor any of its officers, directors,
partners, and non-clerical employees will make any political contributions or
other payments, directly or indirectly, for the purposes of obtaining or
retaining municipal finance business, (b) it will not enter into any arrangement
with any third party to share in any of the fees payable hereunder without
COMPANY's prior written consent, (c) it will comply with all applicable laws,
rules and regulations including ethics rules governing conflicts of interest,
and (d)

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it will certify annually during the term of this Agreement to the effect set
forth in the next succeeding sentence. CONSULTANT represents to COMPANY that
neither it nor any of its officers, directors, partners and non-clerical
employees during the past two years has made or solicited any political
contribution to a state or local official in excess of $250 per candidate per
year in the jurisdiction in which CONSULTANT has been retained to work on behalf
of COMPANY pursuant to this Agreement.

19.  INSURANCE TO BE CONFIRMED BY MORGAN STANLEY AS TO COVERAGES

     CONSULTANT shall, at its own cost and expense, obtain and maintain in full
force and effect with sound and reputable insurers during the term of this
Agreement, the insurance coverage in the minimum amounts described as follows:

     (a)  Worker's Compensation in such form, and in such amounts, as may be
required by law from time to time;

     (b)  Broad Form Commercial General Liability Insurance (including
Products/Completed Operations, Contractual, and Broad Form Property Damage
coverage) in an amount of at least five million dollars ($5,000,000) combined
single limit written on an occurrence basis, and naming COMPANY and its
affiliates and subsidiaries as additional named insureds;

     (c)  Employer's Liability at no less than five hundred thousand dollars
($500,000);

     (d)  Non-Occupation Disability Insurance;

     (e)  Comprehensive crime coverage in the minimum amount of one million
dollars ($1,000,000); and

     Commercial Automobile Liability Insurance, covering owned, non-owned and
hired vehicles, providing bodily injury and property damage, having limits of
liability, per occurrence, of at least one million dollars ($1,000,000), and
naming COMPANY and its affiliates and subsidiaries as additional named insureds.

     All insurance required hereunder to be carried by CONSULTANT (or its
subcontractors or agents) shall be with a company or companies and on forms
reasonably satisfactory to COMPANY. No such insurance shall be deemed to be in
effect until such time as satisfactory certificates evidencing coverage are
provided to the non-insuring party at the inception of the contract and prior to
expiration of any insurance. The certificates should stipulate that if the
policies are canceled, non-renewed or materially changed during the policy term,
written notice will be submitted to the COMPANY within thirty (30) days.

     Certificates are to be delivered to the COMPANY at the address set forth
below prior to commencement any Services hereunder, and at least thirty (30)
days prior to any expiration of each insurance policy:

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Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Attn: Richard Schultz


     CONSULTANT shall require all policies of insurance that are in any way
related to the Services to be provided by CONSULTANT hereunder and that are
secured and maintained by CONSULTANT (or any subcontractor or agent) to include
clauses providing that every underwriter shall waive all of its rights of
recovery under subrogation or otherwise, against COMPANY, CONSULTANT,
subcontractors and/or agents. CONSULTANT waives all rights of recovery against
COMPANY, subcontractors and/or agents which CONSULTANT may have or acquire
because of deductible clauses in or inadequacy of limits of any policies of
insurance that are secured and maintained by CONSULTANT. CONSULTANT shall
require all subcontractors and agents to waive the rights of recovery (as the
aforesaid waiver by CONSULTANT) against COMPANY, CONSULTANT and other
subcontractors or agents and deliver evidence of such waiver to COMPANY before
such subcontractors and agents perform any services.

     Nothing in this Paragraph shall be construed as limiting CONSULTANT's (or
any subcontractor's or agent's) liability to COMPANY or any third party.

     CONSULTANT shall promptly make a full written report to COMPANY as to all
accidents or claims for damage arising from or in connection with (i) this
Agreement; (ii) the discharge of CONSULTANT's duties hereunder; or (iii) the
presence of CONSULTANT or CONSULTANT's agents or employees on the premises.
CONSULTANT shall cooperate fully with COMPANY and with any insurance carrier in
the investigation and defense of all such accidents and claims, such obligation
to survive the termination or expiration of this Agreement.

     The mere purchase and existence of insurance does not reduce or release
CONSULTANT from liability incurred and/or assumed within the scope of this
Agreement. CONSULTANT's failure to maintain insurance shall not relieve it of
liability under this Agreement.

20.  YEAR 2000 COMPLIANCE

     CONSULTANT represents, warrants and covenants that the products and
services provided under this Agreement, including the CONSULTANT Properties and
any hardware, software, data or other deliverables and any derivative works
thereof (hereinafter "Deliverables") are year 2000 compatible and compliant
(i.e., will correctly calculate, compare, sort, extract, sequence, store and
otherwise process, in accordance with the Deliverables' intended use and
applicable specifications, date related information and associated date
calculations for dates before, during and after the year 2000, and will display
date information in ways that are unambiguous as to the determination of the

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century). CONSULTANT further represents, warrants and covenants that prior to
delivering any deliverables to COMPANY hereunder, CONSULTANT shall successfully
test the Deliverables to ensure that there will be no adverse effect by virtue
of date changes at any time from the delivery date thereof through the end of
year 2002, and will demonstrate that the Deliverables are year 2000 compatible
and compliant to COMPANY using test dates specified by COMPANY. In addition to
any other damages for any breach of such representations, warranties and
covenants, CONSULTANT agrees to assign immediately fully trained senior
engineering staff, reasonably acceptable to COMPANY, to work continuously to
correct such Deliverables at no additional cost or expense to COMPANY, and
without interruption to COMPANY's ongoing business, time being of the essence,
and CONSULTANT further agrees that in the event CONSULTANT fails immediately to
assign acceptable staff until such Deliverables are corrected, COMPANY shall
immediately be entitled to seek injunctive relief, as a court may deem
appropriate, to enforce such remedy, money damages being insufficient to make
COMPANY whole.

21.  INDEMNIFICATION

     (a)  INTELLECTUAL PROPERTY. If either party (the ("Indemnitee") promptly
notifies the other (the "Indemnitor") in writing of a claim (the "Claim")
against the Indemnitee that any portion of the Indemnitor's software or other
intellectual property used or subject to this Agreement (including, but not
limited to, COMPANY Properties or CONSULTANT Deliverables, as the case may be)
infringes a proprietary right of a third party, the Indemnitor shall, with
respect to and to the extent of the portion of the Claim pertaining to the
Indemnitor's software or other intellectual property, at its sole expense,
defend, indemnify and hold harmless the Indemnitee with respect to such Claim
and shall pay any costs or damages (including reasonable attorneys' fees) that
may be incurred or finally awarded against the Indemnitee.

     (b)  USE OF COMPANY MATERIALS. COMPANY shall indemnify, defend and
reimburse CONSULTANT for, and hold CONSULTANT harmless from, any and all
third-party Claims and any resulting costs (including reasonable attorneys'
fees), and damages awarded against CONSULTANT, based on the use by CONSULTANT of
any material provided by the COMPANY in connection with CONSULTANT's performance
of Services. At COMPANY'S direction, CONSULTANT shall immediately cease use of
the materials provided to CONSULTANT by COMPANY forming the basis of an
infringement Claim. COMPANY shall have no obligation to indemnify CONSULTANT for
damages awarded against CONSULTANT for use after such notice. COMPANY shall have
the sole right to conduct the defense of any Claim or action and all
negotiations for settlement or compromise. Notwithstanding foregoing, in the
event that COMPANY shall fail to appoint an attorney within ten (10) calendar
days after CONSULTANT has notified COMPANY of any such Claim, CONSULTANT shall
have the right to select and appoint an alternative attorney and the reasonable
cost and expenses thereof shall be paid by the COMPANY.

     (c)  INFRINGEMENT BY DELIVERABLES. CONSULTANT shall have the sole right to
conduct the defense of any Claim and all negotiations for its settlement or
compromise, provided that any such settlement shall not adversely affect
COMPANY'S use of the Deliverables. Notwithstanding the foregoing, in the event
that CONSULTANT shall fail to

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appoint an attorney within ten (10) calendar days after COMPANY has notified
CONSULTANT of any such Claim, COMPANY shall have the right to select and appoint
an alternative attorney and the reasonable cost and expense thereof shall be
paid by CONSULTANT. If a Deliverable becomes or in CONSULTANT's reasonable
opinion is likely to become the subject of any such Claim, then, CONSULTANT
shall either: (i) procure for COMPANY the right to continue using the
Deliverable as contemplated hereunder; (ii) modify the Deliverable to render
same non-infringing (provided such modification does not adversely affect
COMPANY's use as reasonably determined by COMPANY) or (c) replace same with
equally suitable, functionally equivalent, compatible non-infringing
Deliverable. If none of the foregoing is possible and if such Deliverable is
found to infringe, COMPANY shall have the right to return the Deliverable to
CONSULTANT and CONSULTANT shall promptly refund to COMPANY all amounts paid by
COMPANY for the applicable Deliverable. In the event that COMPANY returns a
Deliverable to CONSULTANT in accordance with the foregoing and as a result
thereof any other Deliverable(s) can no longer be effectively used, as
reasonably determined by COMPANY, COMPANY shall be entitled to return such other
Deliverable(s) to CONSULTANT and CONSULTANT shall also refund to COMPANY all
amounts paid by COMPANY for such other Deliverable(s).

     (d)  SOLE CONTROL. To the extent of the portion of the Claim pertaining to
its own properties, the Indemnitor under any of the indemnities set forth in
this Section 21 shall have sole control of the defense of any such claim and all
negotiations for settlement.

22.  EMPLOYEE SOLICITATION/HIRING

     During the term of this Agreement, and for one year thereafter, neither
COMPANY nor CONSULTANT shall solicit, hire or knowingly engage any of the other
party's employees engaged in the subject matter of this Agreement for one year
following the termination of such employee's employment with the other party,
without such other party's prior written consent.

23.  ASSIGNMENT

     Neither party may assign or delegate any or all of its rights (other than
the right to receive payments) or its duties or obligations hereunder without
the consent of the other party, which consent shall not be unreasonably
withheld; provided, however, that either party may assign this Agreement,
without the need to obtain consent of the other party, to an affiliate of such
party or to a successor in interest to substantially all of the business of that
party, provided that in all cases the assignee agrees in writing to all the
obligations and liabilities under this Agreement and has the financial ability
to do so. An assignee of either party authorized hereunder shall be bound by the
terms of this Agreement and shall have all of the rights and obligations of the
assigning party set forth in this Agreement. If any assignee shall fail to agree
to be bound by all of the terms and obligations of this Agreement, then such
assignment shall be deemed null and void and of no force or effect. In addition
to the foregoing, and notwithstanding anything to the contrary, the COMPANY's
Affiliates shall be permitted to request Services and CONSULTANT shall perform
such Services under this Agreement. CONSULTANT agrees that all of its
obligations to COMPANY under this Agreement shall apply equally to all such
Affiliates. "Affiliate" is defined as Customer's parent corporation ("Parent")
and all entities controlled by Parent.

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24.  SUBCONTRACTING

     Subject to Section 8, CONSULTANT shall have the right to subcontract, in
its own discretion, all or any portion of the Services to be provided hereunder
to any Affiliate of CONSULTANT.

25.  NO THIRD-PARTY BENEFIT

     Except as set forth to the contrary herein, the provisions of this
Agreement are for the sole benefit of the parties hereto. This Agreement confers
no rights, benefits, or claims upon any person or entity not a party hereto.

26.  NOTICES

     All notices, consents and demands hereunder shall be in writing and shall
be personally delivered or sent by certified or registered mail, return receipt
requested, addressed to the other party at its address set forth in this
Agreement, and shall be deemed given upon receipt. Notices to COMPANY shall be
addressed to the attention of one of the COMPANY employees listed in the related
Task Order and a copy thereof shall be addressed Attn.: Legal Dept., Technology
Unit. Notices to CONSULTANT shall be addressed to the attention of the President
and a copy thereof shall be addressed to Mark L. Gordon, Gordon & Glickson, LLC,
444 North Michigan Avenue, Chicago, Illinois 60611.

27.  COMPLETE AGREEMENT

     This Agreement supersedes all prior oral or written agreements and
understandings between the parties relating to the subject matter hereof,
constitutes the entire agreement between the parties, and cannot be changed
unless mutually agreed upon in writing by both parties.

28.  ENFORCEABILITY

     In the event any provision of this Agreement is found to be legally
unenforceable, such unenforceability shall not prevent the enforcement of any
other provision.

29.  NO WAIVER

     The failure by either party to insist upon strict performance of any of the
provisions contained in this Agreement on any occasions shall not be deemed a
waiver of its rights under that or any other provisions hereof.

30.  GOVERNING LAW

     This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to choice of law rules.

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31.  HEADINGS AND SUBSECTIONS

     Section headings are provided for convenience of reference and do not
constitute part of this Agreement. Any references to a particular section of
this Agreement shall be deemed to include reference to any and all subsections
thereof.

32.  FORCE MAJEURE

     Either party shall be excused from performance and shall not be liable for
any delay in whole or in part, caused by the occurrence of any contingency
beyond the reasonable control either of the excused party or its subcontractors
or suppliers. These contingencies include, but are not limited to, war,
sabotage, insurrection, riot or other act of civil disobedience, act of public
enemy, failure or delay in transportation, act of any government or any agency
or subdivision thereof affecting the terms hereof, accident, fire, explosion,
flood, severe weather or other act of God, or shortage of labor or fuel or raw
materials. In the event of a delay in excess of thirty (30) days caused by the
foregoing, the party whose performance has not been delayed shall have the right
to immediately terminate this Agreement or the applicable Task Order.

33.  SURVIVAL

     The provisions of Sections 1, 2, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16,
18, 20, 21, 22, 23, 25, 26, 27, 28, 29, 30, 31, 32, and 33 shall survive
termination of this Agreement.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

KANBAY INCORPORATED                         MORGAN STANLEY & CO. INCORPORATED

By: /s/ William Weissman                    By: /s/ James A. Tilley
   -------------------------------             ---------------------------------
           Signature                                  Signature

Name: WILLIAM WEISSMAN                      Name: James A. Tilley
     -----------------------------               -------------------------------
           Printed                                    Printed

Title: VP & CFO                             Title:
      ----------------------------                ------------------------------

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