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                                                                   Exhibit 4.10

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES
     LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
     VIEW TO DISTRIBUTION OR RESALE. THESE SECURITIES MAY NOT BE OFFERED FOR
     SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN
     THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES
     UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE
     AVAILABILITY, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER
     OF THESE SECURITIES, OF AN EXEMPTION FROM REGISTRATION THEREUNDER.

                                     WARRANT
                                    NO. AD-4

                   TO PURCHASE WARRANT STOCK AND A NEW WARRANT
                                       OF

                           KANBAY INTERNATIONAL, INC.

   THIS IS TO CERTIFY THAT, as of January 20, 2004, for value received, upon and
   subject to the occurrence of a Dilutive Financing (as defined herein) but
   prior to the Expiration Date (as defined herein), MSIT Holdings, Inc., will
   be entitled to purchase from Kanbay International, Inc., a Delaware
   corporation (the "Company"), at such time and on the terms and conditions
   provided herein, at a purchase price (the "Purchase Price") of the Original
   Shares, a warrant unit (the "Warrant Unit"), such Warrant Unit comprising (i)
   the number of shares of duly authorized, validly issued, fully paid and
   nonassessable Class A Common Stock, par value $0.001 per share of the Company
   (the "Common Stock") equal to the Adjusted Share Amount (the "Warrant Stock")
   and (ii) a new Warrant (the "New Warrant") in the form of this Warrant
   (except that the Original Share Price of the New Warrant shall be the
   Dilutive Share Price used in determining the Adjusted Share Amount upon
   exercise of this Warrant) to purchase an additional Warrant Unit in the event
   of a further Dilutive Financing. The "Adjusted Share Amount" shall equal the
   Original Shares multiplied by the Original Share Price divided by the
   Dilutive Share Price (each as defined herein) rounded up to the next whole
   share. This Warrant No. AD-4 is being issued to evidence the transfer of this
   Warrant from Warrant No. AD-3/Replacement, issued to Morgan Stanley
   International, Inc. in accordance with that certain Assignment, dated January
   20, 2004.

   Certain terms used in this Warrant are defined herein and in Section 4.

KANBAY INTERNATIONAL, INC.                                               WARRANT

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1. EXERCISE OF WARRANTS

   1.1. METHOD OF EXERCISE. Upon the occurrence of a Dilutive Financing, the
        Company shall notify in writing (the "Dilutive Financing Notice") the
        holder hereof (the "Holder"), of the number of shares of Warrant Stock
        for which this Warrant is exercisable, together with the Expiration Date
        by which this Warrant must be exercised. To exercise this Warrant, the
        Holder shall deliver to the Company at the Warrant Office designated
        pursuant to Section 3.1 on or prior to the Expiration Date the notice of
        exercise attached hereto as ANNEX I (the "Notice of Exercise") filled
        out and duly executed by the Holder indicating (a) the Holder's election
        to exercise this Warrant and specifying the number of Original Shares
        constituting the Purchase Price, and (b) attaching the certificate or
        certificates representing all of the Original Shares. Certificates
        representing Original Shares surrendered for conversion shall be
        endorsed or accompanied by a written instrument or instruments of
        transfer, in the form attached hereto as ANNEX II or in such other form
        as is satisfactory to the Company, duly executed by the Holder or its
        attorney-in-fact duly authorized in writing. Subject to the restrictions
        provided herein, the Company shall as promptly as practicable, and in
        any event within 14 days thereafter, execute and deliver or cause to be
        executed and delivered, in accordance with the Notice of Exercise,
        certificates in the name of the Holder representing (i) the Warrant
        Stock and (ii) the New Warrant. Such certificates representing Warrant
        Stock and the New Warrant shall be deemed to have been issued, and the
        Holder shall be deemed for all purposes to have become a holder of
        record of such Warrant Units, as of the date the Notice of Exercise is
        actually received by the Company with payment as provided above. Upon
        exercise of this Warrant, or upon the Expiration Date, this Warrant
        shall be canceled and shall be of no further force or effect.

   1.2. WARRANT STOCK TO BE FULLY PAID AND NONASSESSABLE; RESERVE. All shares of
        Warrant Stock issued upon the exercise of this Warrant shall be validly
        issued, fully paid and nonassessable. The Company shall not consummate
        any transaction that constitutes a Dilutive Financing unless and until
        it has authorized and unissued Common Stock sufficient to fulfill all
        its obligations hereunder. Furthermore, the Company shall not effectuate
        a Dilutive Financing if that Dilutive Financing would cause the Purchase
        Price of the Warrant Stock to be issued hereunder to be less than the
        aggregate par value of the Warrant Stock. The Purchase Price shall be
        valued in good faith by the Board of Directors of the Company.

   1.3. RESTRICTIONS. This Warrant shall not be exercisable by or transferable
        to any person except in connection with the transfer of the Original
        Shares. This Warrant shall be subject to that certain Stock Purchase
        Agreement, dated as of November 17, 2000, by and among the Company, the
        Holder and the other parties designated therein (the "Stock Purchase
        Agreement") and the related Second Amended and Restated Stockholders'
        Agreement constituting Exhibit C to the Stock Purchase Agreement.

KANBAY INTERNATIONAL, INC.                                               WARRANT

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2. ADJUSTMENTS

   2.1. REORGANIZATION OR RECLASSIFICATION OF WARRANT STOCK. In case of any
        capital reorganization or any reclassification of the capital stock of
        the Company or any merger into any other corporation wherein the Company
        is not the surviving corporation, or any consolidation or sale wherein
        securities of a corporation other than the Company are distributable to
        holders of Common Stock, in each case while this Warrant remains
        outstanding, then, as a condition of such transaction, lawful and
        adequate provision, as determined by the Board of Directors of the
        Company (which may determine, in good faith, that no provision is
        required), shall be made whereby the Holder shall thereafter be entitled
        to purchase, pursuant to this Warrant (in lieu of the Warrant Stock
        component of the Warrant Units which such Holder would have been
        entitled to receive upon exercise of this Warrant immediately prior to
        such transaction), the shares of stock of any class or classes or other
        securities or property to which the number of shares of Warrant Stock
        would have been entitled at the time of such transaction.

3. WARRANT OFFICE; ADMINISTRATION

   3.1. WARRANT OFFICE. The Company shall maintain an office for the purposes
        specified herein (the "Warrant Office"), which office shall initially be
        the Company's office at 6400 Shafer Court, Suite 100, Rosemont, Illinois
        60018 and may subsequently be such other office of the Company or of any
        transfer agent of the Common Stock in the continental United States as
        to which written notice has been given to the Holder.

   3.2. OWNERSHIP OF WARRANT. The Company may deem and treat the Person in whose
        name this Warrant is registered as the Holder and owner hereof
        (notwithstanding any notations of ownership or writing hereon made by
        anyone other than the Company) for all purposes and shall not be
        affected by any notice to the contrary, until presentation of this
        Warrant for registration of transfer as provided in this Section 3.

   3.3. WARRANT REGISTER. The Company may maintain at the Warrant Office books
        for the registration of Warrants and the registration of transfers of
        Warrants. To effect a transfer of this Warrant upon satisfaction of the
        provisions of Section 1.3 the Holder shall surrender this Warrant at the
        Warrant Office, together with a written assignment of this Warrant duly
        executed by the Holder or the Holder's duly authorized agent or attorney
        and funds sufficient to pay any transfer taxes payable upon the making
        of such transfer. Upon such surrender and payment the Company shall
        execute and deliver a new Warrant or Warrants in the name of the
        assignee or assignees and in the denominations specified in such
        instrument of assignment, and this Warrant shall be canceled.

   3.4. LOSS, DESTRUCTION, ETC., OF WARRANTS. Upon receipt of evidence
        satisfactory to the Company of the loss, theft, mutilation or
        destruction of any Warrant, and in the case of any such loss, theft or
        destruction upon delivery of a bond of indemnity in such form and amount
        as shall be reasonably satisfactory to the Company, or in the event of
        such mutilation upon surrender and cancellation of the Warrant, the
        Company will make and deliver a new Warrant, of like tenor, in lieu of
        such lost, stolen, destroyed or mutilated Warrant. Any Warrant issued
        under the provisions of this Section 3.4 in lieu of any

KANBAY INTERNATIONAL, INC.                                               WARRANT

                                       -3-
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        Warrant alleged to be lost, destroyed or stolen, or in lieu of any
        mutilated Warrant, shall constitute an original contractual obligation
        on the part of the Company.

   3.5. DIVISION OR COMBINATION OF WARRANTS. Upon any division or combination of
        certificates representing the Original Shares, this Warrant may be
        divided or combined with other Warrants exercisable upon the same terms
        and conditions upon presentation hereof and of any Warrant or Warrants
        with which this Warrant is to be combined at the Warrant Office,
        together with a written notice specifying the names and denominations in
        which new Warrants are to be issued, signed by the Holder thereof or its
        respective duly authorized agents or attorneys. Subject to compliance
        with Section 1.3 as to any transfer which may be involved in such
        division or combination, the Company shall execute and deliver a new
        Warrant or Warrants in exchange for the Warrant or Warrants to be
        divided or combined in accordance with such notice.

   3.6. EXPENSES OF DELIVERY OF WARRANTS. The Company shall pay all expenses,
        taxes (other than transfer taxes) and other charges payable in
        connection with the preparation, issuance and delivery of Warrants
        hereunder

   3.7. NOTICES. Unless this Warrant is terminated, in the event that at any
        time prior to an Initial Public Offering:

               1. the Company shall declare any cash dividend upon its Common
        Stock, or

               2. the Company shall declare any dividend upon its Common Stock
        payable in stock or make any special dividend or other distribution to
        the holders of its Common Stock, or

               3. the Company shall offer for subscription pro rata to the
        holders of its Common Stock any additional shares of stock of any class
        or other rights, or

               4. there shall be any capital reorganization or reclassification
        of the Capital Stock of the Company, including any subdivision or
        combination of its outstanding shares of Common Stock, or consolidation
        or merger of the Company with, or sale of all or substantially all of
        its assets to, another corporation, or

               5. there shall be a voluntary or involuntary dissolution,
        liquidation or winding up of the Company;

        then, in connection with such event, the Company shall give to the
        holder of this Warrant:

                  (i)  at least twenty (20) days' prior written notice of the
               date on which the books of the Company shall close or a record
               shall be taken for such dividend, distribution or subscription
               rights or for determining rights to vote in respect of any such
               reorganization, reclassification, consolidation, merger, sale,
               dissolution, liquidation or winding up; and

                  (ii) in the case of any such reorganization, reclassification,

KANBAY INTERNATIONAL, INC.                                               WARRANT

                                       -4-
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               consolidation, merger, sale, dissolution, liquidation or winding
               up, at least twenty (20) days' prior written notice of the date
               when the same shall take place. Such notice in accordance with
               the foregoing clause (i) shall also specify, in the case of any
               such dividend, distribution or subscription rights, the date on
               which the holders of Common Stock shall be entitled thereto, and
               such notice in accordance with the foregoing clause (ii) shall
               also specify the date on which the holders of Common Stock shall
               be entitled to exchange their Common Stock for securities or
               other property deliverable upon such reorganization,
               reclassification consolidation, merger, sale, dissolution,
               liquidation or winding up, as the case may be. Each such written
               notice shall be given in accordance with Section 6.5 hereof.

4. ADJUSTMENTS

   The terms and conditions of Sections 4.2(d)(iv), 4.2(d)(v) and 4.2(d)(vi) of
   the Certificate of Incorporation (the "Anti-Dilutive Provisions") are hereby
   incorporated herein by this reference. Upon a Dilutive Financing, the
   Dilutive Share Price shall be adjusted as provided in the Anti-Dilution
   Provisions provided that the term "Conversion Price" in the Anti-Dilutive
   Provisions shall be substituted, mutatis mutandis, with the term "Dilutive
   Share Price". In case the Company shall at any time subdivide its outstanding
   shares of Common Stock into a greater number of shares of Common Stock, the
   Original Share Price in effect immediately prior to such subdivision shall be
   proportionately reduced, and, conversely, in case the outstanding shares of
   Common Stock shall be combined into a smaller number of shares of Common
   Stock, the Original Share Price in effect immediately prior to such
   combination shall be proportionately increased.

5. CERTAIN DEFINITIONS

   Capitalized terms defined herein shall have the meanings ascribed to them. In
   addition, the following terms shall have the following respective meanings:

     "Act" shall mean the Securities Act of 1933, or any successor federal
     statute, and the rules and regulations of the Securities and Exchange
     Commission promulgated thereunder, all as the same shall be in effect at
     the time.

     "Certificate of Incorporation" shall mean the Amended and Restated
     Certificate of Incorporation of the Company, as amended or restated from
     time to time.

     "Dilutive Financing" shall mean the consummation of an equity investment in
     the Company in a private transaction without registration under the Act in
     which the Company issues or sells, or is, in accordance with Section
     4.2(d)(iv)(A) through 4.2(d)(iv)(G) of the Certificate of Incorporation,
     deemed to have issued or sold, any Common Stock for a consideration per
     share less than the Dilutive Share Price in effect immediately prior to the
     time of such issue or sale, other than as provided in Section 4.2(d)(iv)(C)
     or Section 4.2(d)(v) of the Certificate of Incorporation.

     "Dilutive Financing Notice" shall have the meaning set forth in
     Section 1.1.

KANBAY INTERNATIONAL, INC.                                               WARRANT

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     "Dilutive Share Price" shall mean $14.23, as adjusted pursuant to Section 4
     hereof.

     "Expiration Date" shall mean the earlier of (i) the consummation of a
     Qualified Public Offering (as such term is defined in the Certificate of
     Incorporation) or (ii) a date set by the Company which is no sooner than 20
     business days following the date of the Dilutive Financing Notice delivered
     to the Holder pursuant to Section 1.1.

     "Notice of Exercise" shall have the meaning set forth in Section 1.1.

     "Original Share Price" shall mean $14.23, as adjusted pursuant to Section 4
     hereof.

     "Original Shares" shall mean the number of shares of Common Stock held by
     Holder that were purchased pursuant to the Stock Purchase Agreement or
     issued in respect of (such as in the event of a split), in exchange for, or
     as a dividend relating to, such shares.

     "Person" shall mean any individual, corporation, partnership, trust,
     unincorporated organization and any government, and any political
     subdivision, instrumentality or agency thereof.

     "Warrants" shall mean the warrants (of which this Warrant is one)
     originally issued by the Company evidencing the right initially to purchase
     Warrant Units of the Company, dated as of the date hereof, and all warrants
     issued in substitution, combination, subdivision or exercise of any
     thereof.

6. MISCELLANEOUS

   6.1. ENTIRE AGREEMENT. This Warrant contains the entire agreement between the
        Holder and the Company with respect to the purchase of the Warrant Units
        and supersedes all prior arrangements or understanding with respect
        thereto.

   6.2. GOVERNING LAW. This Warrant shall be governed by and construed in
        accordance with the internal substantive laws of the State of Delaware.

   6.3. WAIVER AND AMENDMENT. Any term or provision of this Warrant may be
        waived at any time by the party which is entitled to the benefits
        thereof and any term or provision of this Warrant may be amended or
        supplemented at any time by agreement of the Holder and the Company,
        except that any waiver of any term or condition, or any amendment or
        supplementation, of this Warrant must be in writing. A waiver of any
        breach or failure to enforce any of the terms or conditions of this
        Warrant shall not in any way affect, limit or waive a party's rights
        hereunder at any time to enforce strict compliance thereafter with every
        term or condition of this Warrant.

   6.4. ILLEGALITY. In the event that any one or more of the provisions
        contained in this Warrant shall be determined to be invalid, illegal or
        unenforceable in any respect for any reason, the validity, legality and
        enforceability of any such provision in any other respect and the
        remaining provisions of this Warrant shall not, at the election of the
        party for whom the

KANBAY INTERNATIONAL, INC.                                               WARRANT

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        benefit of the provision exists, be in any way impaired.

   6.5. NOTICE. Any notice or other document required or permitted to be given
        or delivered to the Holder shall be delivered at, sent by certified or
        registered mail to, or sent by an overnight courier to, the Holder at
        the last address shown on the books of the Company maintained at the
        Warrant Office for the registration of and the registration of transfer
        of the Warrants (the "Warrant Records") or at any more recent address of
        which any Holder shall have notified the Company in writing. Any notice
        or other document required or permitted to be given or delivered to
        holders of record of outstanding Warrant Units shall be delivered at,
        sent by certified or registered mail to, or sent by overnight courier
        to, each such holder at such holder's address as the same appears on the
        stock records of the Company. Any notice or other document required or
        permitted to be given or delivered to the Company shall be delivered at,
        or sent by certified or registered mail to, the Warrant Office or such
        other address within the United States of America as shall have been
        furnished by the Company to the Holder or the holder of record of the
        Warrant Unit. For purposes hereof, delivery by facsimile or other
        electronic means to a facsimile telephone number or other electronic
        address provided by the Holder and shown on the Warrant Records, shall
        constitute delivery of notice.

   6.6. RIGHTS AS SHAREHOLDER. No provision of this Warrant shall be construed
        as conferring upon the Holder the right to vote, consent, receive
        dividends or other than as herein expressly provided receive notice in
        respect of meetings of stockholders or any other matter whatsoever as a
        stockholder of the Company. No provision hereof, in the absence of
        affirmative action by the Holder to purchase a Warrant Unit, and no mere
        enumeration herein of the rights or privileges of the Holder, shall give
        rise to any liability of such Holder for the Purchase Price of any
        Warrant Units or as a stockholder of the Company, whether such liability
        is asserted by the Company or by creditors of the Company.

KANBAY INTERNATIONAL, INC.                                               WARRANT

                                       -7-
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in its
name by its duly authorized officer.

Dated: as of January 20, 2004

                                               KANBAY INTERNATIONAL, INC.


                                               By:   /s/ Raymond J. Spencer
                                                     ------------------------
                                               Name: RAYMOND J. SPENCER
                                                     ------------------------
                                               Title: Chairman & CEO
                                                     ------------------------

KANBAY INTERNATIONAL, INC.                                               WARRANT

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                                                                         ANNEX I

                           KANBAY INTERNATIONAL, INC.
                               NOTICE OF EXERCISE

     The undersigned, the holder of the foregoing warrant (the "Warrant"),
hereby (i) represents to the Company (as such term is defined in the Warrant)
that the Warrant may presently be exercised; (ii) irrevocably elects to exercise
the Warrant for, and to purchase thereunder, the Warrant Unit; and (iii)
herewith makes payment in full therefor consisting of [     ] Original Shares,
and herewith delivers to the Company the certificates representing such Original
Shares, duly endorsed, assigned pursuant to the Assignment Separate from
Certificate attached to the Warrant as ANNEX II, or accompanied by a separate
instrument or instruments of transfer acceptable to the Company; and (iv)
requests (a) that certificates for the Warrant Stock and the New Warrant be
issued in the name of and delivered to:

         Name:
                          ------------------------------------
         Address:
                          ------------------------------------

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

                          ------------------------------------
         Tax ID Number:
                          ------------------------------------

                               [Investor Name]


                   Signature:
                               ----------------------------------
                                 (Duly authorized signature)

           Title or Capacity:  ----------------------------------
                                 (Print title or capacity if Holder is not an
                               individual)

Dated:
      -----------

KANBAY INTERNATIONAL, INC.                                               WARRANT

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                                                                        ANNEX II

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED, I, _____________, hereby assign and transfer unto
Kanbay International, Inc. the aggregate amount of ____________________
(____________) shares of the Common Stock, $0.001 par value per share of Kanbay
International, Inc. (the "Company"), standing in my name on the books and
records of said Company represented by Certificates numbered _____ and _____
herewith and do hereby irrevocably constitute and appoint the Secretary of the
Company the undersigned's attorney to transfer the said stock on the books of
the Company with full power of substitution in the premises.

Dated:
      -------------------------------


                                          [Name of Holder]


                                          By:
                                              ----------------------------------
                                          Its:
                                              ----------------------------------

KANBAY INTERNATIONAL, INC.                                               WARRANT