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                                                                    Exhibit 10.9

                        FORM OF INDEMNIFICATION AGREEMENT


     This Indemnification Agreement ("Agreement") is made as of this _____ day
of ___________, 200_ by and between Kanbay International, Inc., a Delaware
corporation (the "Company"), and the undersigned officer, director or employee
of the Company or any subsidiary ("Indemnitee").

     WHEREAS, the Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;

     WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers, directors and
employees to expensive litigation risks at the same time as the availability and
coverage of liability insurance has been severely limited; and

     WHEREAS, the Company desires to attract and retain the services of highly
qualified individuals such as Indemnitee to serve as officers, directors or
employees of the Company or any subsidiary and to indemnify such officers,
directors and employees so as to provide them with the maximum protection
permitted by law.

     NOW THEREFORE, in consideration for Indemnitee's services as an officer,
director or employee of the Company or any subsidiary, the Company and
Indemnitee hereby agree as follows:

     1. INDEMNIFICATION.

          (a) THIRD PARTY PROCEEDINGS. The Company shall indemnify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or any alternative
dispute resolution mechanism, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that Indemnitee is or was a director, officer, employee or agent of
the Company or any subsidiary of the Company, by reason of any action or
inaction on the part of Indemnitee while a director, officer, employee or agent
of the Company or any subsidiary of the Company or by reason of the fact that
Indemnitee is or was serving at the request of the Company or any subsidiary of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement (if
such settlement is approved in advance by the Company, which approval shall not
be unreasonably withheld) actually and reasonably incurred by Indemnitee in
connection with such action, suit or proceeding if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company or any subsidiary of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
Indemnitee's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company or any

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subsidiary of the Company and, with respect to any criminal action or
proceeding, had reasonable cause to believe that Indemnitee's conduct was
unlawful.

          (b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company or any subsidiary of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company or any subsidiary of the Company, by reason of
any action or inaction on the part of Indemnitee while a director, officer,
employee or agent of the Company or any subsidiary of the Company or by reason
of the fact that Indemnitee is or was serving at the request of the Company or
any subsidiary of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) and, to the fullest extent
permitted by law, amounts paid in settlement actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of such action or suit
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company or any subsidiary
of the Company, except that no indemnification shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be
liable to the Company or any subsidiary of the Company unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery of the State of Delaware or such other court shall
deem proper.

          (c) MANDATORY PAYMENT OF EXPENSES. To the extent that Indemnitee has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this Section 1, or in
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
Indemnitee in connection therewith.

     2. AGREEMENT TO SERVE. In consideration of the protection afforded by this
Agreement, if Indemnitee is a director of the Company, he or she agrees to serve
at least for the six months after the effective date of this Agreement as a
director and not to resign voluntarily during such period without the written
consent of a majority of the Board of Directors of the Company. If Indemnitee is
an officer of the Company or any subsidiary of the Company not serving under an
employment contract, he or she agrees to serve in such capacity at least for the
balance of the current fiscal year of the Company or such subsidiary of the
Company and not to resign voluntarily during such period without the written
consent of a majority of the Board of Directors of the Company. Following the
applicable period set forth above, Indemnitee agrees to continue to serve in
such capacity at the will of the Company or any subsidiary of the Company (or
under separate agreement, if such agreement exists) so long as he or she is duly
appointed or elected and qualified in accordance with the applicable provisions
of the Bylaws of the Company or such subsidiary of the Company or until such
time as he or she tenders his or her resignation in writing. Nothing contained
in this Agreement is intended to create in Indemnitee any right to continued
employment.

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     3. EXPENSES; INDEMNIFICATION PROCEDURE.

          (a) ADVANCEMENT OF EXPENSES. The Company shall advance all expenses
incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of any civil or criminal action, suit or proceeding referenced in
Section 1(a) or (b) (but not amounts actually paid in settlement of any such
action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts
advanced (without interest) only if, and to the extent that, it shall ultimately
be determined that Indemnitee is not entitled to be indemnified by the Company
as authorized hereby. The advances to be made hereunder shall be paid by the
Company to Indemnitee within thirty (30) days following delivery of a written
request therefor by Indemnitee to the Company.

          (b) NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
precedent to his or her right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the President of the
Company at the address shown on the signature page of this Agreement (or such
other address as the Company shall designate in writing to Indemnitee). Notice
shall be deemed received three (3) business days after the date postmarked if
sent by domestic certified or registered mail, properly addressed; or five (5)
business days if sent by airmail to a country outside of North America;
otherwise notice shall be deemed received when such notice shall actually be
received by the Company. In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within
Indemnitee's power.

          (c) PROCEDURE. Any indemnification and advances provided for in
Section 1 and this Section 3 shall be made no later than thirty (30) days after
receipt of the written request of Indemnitee. If a claim under this Agreement,
under any statute or under any provision of the Company's Certificate of
Incorporation or Bylaws providing for indemnification is not paid in full by the
Company within thirty (30) days after a written request for payment thereof has
first been received by the Company, Indemnitee may, but need not, at anytime
thereafter, bring an action against the Company to recover the unpaid amount of
the claim and, subject to Section 13 of this Agreement, Indemnitee shall also be
entitled to be paid for the expenses (including attorneys' fees) of bringing
such action. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in connection with any action,
suit or proceeding in advance of its final disposition) that Indemnitee has not
met the standards of conduct which make it permissible under applicable law for
the Company to indemnify Indemnitee for the amount claimed. However, Indemnitee
shall be entitled to receive interim payments of expenses pursuant to Section
3(a) unless and until such defense may be finally adjudicated by court order or
judgment from which no further right of appeal exists. It is the parties'
intention that if the Company contests Indemnitee's right to indemnification,
the question of Indemnitee's right to indemnification shall be for the court to
decide, and neither the failure of the Company (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent
legal counsel or its stockholders) to have made a determination that
indemnification of Indemnitee is proper in the circumstances because Indemnitee
has met the applicable standard of conduct required by applicable law, nor an
actual determination by the Company (including its Board of Directors, any
committee or subgroup of the Board of

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Directors, independent legal counsel or its stockholders) that Indemnitee has
not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.

          (d) NOTICE TO INSURERS. If, at the time of the receipt of a notice of
a claim pursuant to Section 3(b), the Company has directors and officers
liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.

          (e) SELECTION OF COUNSEL. In the event the Company shall be obligated
under Section 3(a) to advance the expenses of any proceeding against Indemnitee,
the Company, if appropriate, shall be entitled to assume the defense of such
proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee
of written notice of its election and approval of counsel by Indemnitee. After
the delivery of such notice, approval of such counsel by Indemnitee and
retention of such counsel by the Company, the Company shall not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same proceeding, except as provided below. The
Indemnitee shall have the right to employ his or her own counsel in any such
proceeding at Indemnitee's expense unless: (i) the employment of counsel by
Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall
have reasonably concluded that there may be a material conflict of interest
between the Company and Indemnitee in the conduct of any such defense or (iii)
the Company shall not, in fact, have employed counsel to assume the defense of
such proceeding, in each of which case the fees and expenses of Indemnitee's
counsel shall be at the expense of the Company.

     4. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

          (a) SCOPE. Notwithstanding any other provision of this Agreement, the
Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by
law, notwithstanding that such indemnification is not specifically authorized by
the other provisions of this Agreement, by the Company's Certificate of
Incorporation or Bylaws or by statute. In the event of any change after the date
of this Agreement in any applicable law, statute or rule which expands the right
of a Delaware corporation to indemnify a member of its board of directors or an
officer or employee of the Company or any subsidiary of the Company, such
changes shall be, ipso facto, within the purview of Indemnitee's rights and the
Company's obligations under this Agreement. In the event of any change in any
applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer or
employee of the Company or any subsidiary of the Company, such changes, to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties' rights and
obligations hereunder.

          (b) NONEXCLUSIVITY. The indemnification provided by this Agreement
shall not be deemed exclusive of any rights to which Indemnitee may be entitled
under the Company's Certificate of Incorporation or Bylaws, any agreement, any
vote of stockholders or disinterested directors, the General Corporation Law of
the State of Delaware (the "DGCL") or otherwise,

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both as to action in Indemnitee's official capacity and as to action in another
capacity while holding such office. The indemnification provided under this
Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though he or she may have ceased
to serve in such capacity at the time of any action, suit or other covered
proceeding.

     5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually or reasonably incurred by him
or her in the investigation, defense, appeal or settlement of any civil or
criminal action, suit or proceeding, but not, however, for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion of
such expenses, judgments, fines or penalties to which Indemnitee is entitled.

     6. MUTUAL ACKNOWLEDGEMENT. Both the Company and Indemnitee acknowledge that
in certain instances Federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers and employees under this
Agreement or otherwise. Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.

     7. DIRECTORS AND OFFICERS LIABILITY INSURANCE. The Company shall, from time
to time, make a good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the directors, officers and employees of
the Company or any subsidiary of the Company with coverage for losses from
wrongful acts or to ensure the Company's performance of its indemnification
obligations under this Agreement. Among other considerations, the Company will
weigh the costs of obtaining such insurance coverage against the protection
afforded by such coverage. In all policies of directors' and officers' liability
insurance, Indemnitee shall be named as an insured in such a manner as to
provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or
the most favorably insured of the Company's officers, if Indemnitee is not a
director of the Company but is an officer or employee of the Company or any
subsidiary of the Company. Notwithstanding the foregoing, and subject to the
Change in Control provisions of Section 22, the Company shall have no obligation
to obtain or maintain such insurance if the Company determines in good faith
that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, if the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit or if Indemnitee is covered by similar insurance maintained
by a subsidiary or parent of the Company.

     8. SEVERABILITY. Nothing in this Agreement is intended to require or shall
be construed as requiring the Company to do or fail to do any act in violation
of applicable law. The Company's inability, pursuant to court order, to perform
its obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as provided in
this Section 8. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the fullest extent permitted by any
applicable portion of this Agreement that shall

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not have been invalidated, and the balance of this Agreement not so invalidated
shall be enforceable in accordance with its terms.

     9. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

          (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses
to Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
Section 145 of the DGCL, but such indemnification or advancement of expenses may
be provided by the Company in specific cases if the Board of Directors has
approved the initiation or bringing of such suit; or

          (b) LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
proceeding was not made in good faith or was frivolous; or

          (c) INSURED CLAIMS. To indemnify Indemnitee for expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to Indemnitee by an insurance carrier under a policy of
directors and officers liability insurance maintained by the Company, its parent
or any of its subsidiaries; or

          (d) CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for expenses
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute (the "Exchange Act").

     10.  CONSTRUCTION OF CERTAIN TERMS AND PHRASES.

          (a) For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger with the Company, which constituent corporation, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that if Indemnitee is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

          (b) For purposes of this Agreement, references to "other enterprises"
shall include employee benefit plans; and references to "serving at the request
of the Company" shall include any service as a director, officer, employee or
agent of the Company which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an

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employee benefit plan or its participants or beneficiaries; and if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Agreement.

          (c) For purposes of this Agreement, a "change in control of the
Company" shall be deemed to have occurred if after the effective date: (i) as
the result of, or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of all or substantially all of the assets or
contested election, or any combination of the foregoing transactions, less than
a majority of the combined voting power of the then-outstanding securities of
the Company or any successor corporation or entity entitled to vote generally in
the election of the directors of the Company or such other corporation or entity
after such transaction is held in the aggregate by the holders of the securities
of the Company entitled to vote generally in the election of directors of the
Company immediately prior to such transaction; (ii) any person or entity,
including a "group" (as defined in Section 13(d)(3) of the Exchange Act), other
than the Company, any wholly-owned subsidiary of the Company, any employee
benefit plan of the Company or any subsidiary of the Company, becomes the
beneficial owner (as defined in Rule 13d-3) of securities of the Company having
50% or more of the combined voting power of the then-outstanding securities of
the Company that may be cast for the election of directors of the Company (other
than as a result of an issuance of securities initiated by the Company in the
ordinary course of business); (iii) during any period of two consecutive years,
individuals who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by the stockholders of the
Company, of each new director of the Company during such period was approved by
a vote of at least two-thirds of such directors of the Company then still in
office who were directors of the Company at the beginning of any such period; or
(iv) the stockholders of the Company approve a plan of complete liquidation of
the Company.

     11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

     12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.
The Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all or a
substantial part of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place.

     13. ATTORNEYS' FEES. In the event that any action is instituted by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses, including
reasonable attorneys' fees, incurred by Indemnitee with respect to such action,
unless as a part of such action, the court of competent jurisdiction determines
that each of the material assertions made by Indemnitee as a basis for such
action was not made in good faith or was frivolous. In the event of an action
instituted by or in the name of the Company under this Agreement or to enforce
or interpret any of the terms of this Agreement,

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Indemnitee shall be entitled to be paid all court costs and expenses, including
attorneys' fees, incurred by Indemnitee in defense of such action (including
with respect to Indemnitee's counterclaims and cross-claims made in such
action), unless as a part of such action the court determines that each of
Indemnitee's material defenses to such action was made in bad faith or was
frivolous.

     14. NOTICE. Except as provided in Section 3(b), all notices, requests,
demands and other communications under this Agreement shall be in writing and
shall be deemed duly given (i) if delivered by hand and receipted for by the
party addressee, on the date of such receipt, or (ii) if mailed by domestic
certified or registered mail with postage prepaid, on the third business day
after the date postmarked. Addresses for notice to either party are as shown on
the signature page of this Agreement, or as subsequently modified by written
notice.

     15. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state courts of the State of Delaware.

     16. CHOICE OF LAW. This Agreement shall be governed by and its provisions
construed in accordance with the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed entirely
within Delaware without regard to the conflict of law principles thereof.

     17. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.

     18. SUBROGATION. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

     19. RETROACTIVITY. This Agreement shall be deemed to have been in effect
during all periods that Indemnitee was a director, officer or employee of the
Company, regardless of the date of this Agreement.

     20. AMENDMENT AND TERMINATION. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver.

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     21. INTEGRATION AND ENTIRE AGREEMENT. Subject to the provisions of
Section 4, this Agreement sets forth the entire understanding between the
parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject
matter hereof between the parties hereto.

     22. CHANGE IN CONTROL. Notwithstanding any provision of this Agreement to
the contrary, following the occurrence of a change in control of the Company:

          (a) all determinations with respect to Indemnitee's entitlement to
indemnification and advancement of expenses shall, if requested by Indemnitee,
be made by independent legal counsel selected by Indemnitee and reasonably
acceptable to the Company, the determination of which shall be provided in
writing to the Company and Indemnitee;

          (b) Indemnitee shall be entitled to control the defense of any action,
suit, proceeding or other matter with counsel of its own choosing reasonably
acceptable to the Company, the reasonable fees and expenses of which shall be
paid by the Company promptly as incurred; provided that the Company shall not be
liable for any settlement of any such action, suit, proceeding or other matter
by Indemnitee effected without the Company's written consent, which consent
shall not be unreasonably withheld, delayed or conditioned;

          (c) the Company shall, for a period of six years after the date of the
change in control, maintain in effect with reputable insurers a policy or
policies of directors and officers liability insurance substantially equivalent
(in terms of policy terms and levels of coverage) to the policy or policies
maintained by the Company as of the date of the change in control with respect
to claims arising from or relating to actions or omissions, or alleged actions
or omissions, occurring on or prior to the date of the change in control; and

          (d) the Company shall, for a period of six years after the date of the
change in control, maintain in effect the provisions in its Certificate of
Incorporation and Bylaws providing for exculpation of director, officer and
employee liability and indemnification to the fullest extent permitted from time
to time under the laws of the State of Delaware, which provisions shall not be
amended except as required by applicable law or to make changes permitted by
applicable law that would enlarge the scope of the Indemnitee's indemnification
rights hereunder.

                            [signature page follows]

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

                                              KANBAY INTERNATIONAL, INC.
                                              a Delaware Corporation

                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------


                                              ADDRESS FOR NOTICE:


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

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

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AGREED TO AND ACCEPTED:

INDEMNITEE:

By:
   --------------------------------
Name:
     ------------------------------
Title:
      -----------------------------