exv10w27w2






Exhibit 10.27.2





	 	 	 

	
	 	 
	 

	 	CBay Inc.

2661 Riva Rd,

Building 1000, 5th Floor

Annapolis, MD 21401

Tel: 410.940.6900

Fax: 410.266.5475

info@cbaysystems.com

www.cbaysystems.com





May 1, 2009




                                                            




                                                            




			
	Re:	 	Amendment to Employment Agreement dated as of August [ ], 2008




Dear ____________:



CBaySystems Holdings Limited (“Holdings”) and CBay Inc. (the “Company”) previously entered into an
Employment Agreement dated as of August [ ], 2008 (the “Agreement”) with you, pursuant to which
the Company agreed to provide you with certain bonus payments, upon the terms and conditions set
forth in the Agreement. As discussed with you, in light of recent events, the Company has
determined that it is not in the best interests of and impracticable for the Company to timely pay
such bonus amounts to you when such amounts are due under the current terms and conditions of the
Agreement. In connection with the foregoing, you, Holdings and the Company hereby agree to amend
certain provisions of the Agreement, effective as of the date hereof, to permit the Company to
defer payment of such bonuses to you until a later date in the 2009 calendar year pursuant to the
terms and conditions set forth below in this letter agreement. Capitalized terms used herein
without definition shall have the meanings assigned to such terms under the Agreement.





	 	1.	 	Section 4(a) of the Agreement is amended by adding thereto the following:
	 
	 	 	 	“Notwithstanding the foregoing, with respect to the pro-rated portion of the
Target Annual Bonus in respect of fiscal year 2008 in an amount equal to $
______ (the “2008 Pro-rated Bonus”), the Company shall pay Executive the
2008 Pro-Rated Bonus as soon as practicable during the 2009 calendar year,
but in no event later than December 31, 2009. In addition, from March 31,
2009 until the date such payment is made (the “Pro-Rated Bonus Payment
Date”), interest shall accrue on such amount at a rate of seven percent (7%)
per annum, which interest shall become payable to you on the Pro-Rated Bonus
Payment Date. The 2008 Pro-Rated Bonus and any interest thereon shall be
paid to you in cash unless the Company, Executive and Holdings mutually
agree to make all or part
















 



 







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	 	 	 	of the payment in ordinary shares of Holdings, provided that any payment in
the form of ordinary shares of Holdings shall be (i) calculated on the basis
of the market price of the outstanding shares of Holdings at the time of
issuance, as determined by the Company, Executive and Holdings in good
faith, (ii) outside of any “close period” as defined in the Rules of the
Alternative Investment Market of the London Stock Exchange, and (iii)
subject to the availability of an exemption from registration under
applicable securities laws (other than with respect to the Alternative
Investment Market of the London Stock Exchange). In the event that any
ordinary shares are issued by Holdings pursuant to this Section 4(a), the
Company shall issue a promissory note in favor of Holdings with an aggregate
principal amount equal to the market price of the ordinary shares issued by
Holdings pursuant to this Section 4(a) on terms to be agreed by the Company
and Holdings. The obligations of the Company and Holdings in this Section
4(a) with respect to payment of the 2008 Pro-rated Bonus are absolute and
not subject to any action or inaction on the part of the Company, Executive
or Holdings.”
	 
	 	2.	 	Section 4(b) of the Agreement is amended by adding thereto the following:
	 
	 	 	 	“Notwithstanding the foregoing, with respect to the portion of the signing
bonus that became due and payable on February 28, 2009 in an amount equal to
$________ (the “2009 Signing Bonus”), the Company shall instead pay
Executive the 2009 Signing Bonus as soon as practicable during the 2009
calendar year, but in no event later than December 31, 2009. In addition,
from February 28, 2009 until the date such payment is made (the “Signing
Bonus Payment Date”), interest shall accrue on such amount at a rate of
seven percent (7%) per annum, which interest shall become payable to you on
the Signing Bonus Payment Date. The 2009 Signing Bonus and any interest
thereon shall be paid to you in cash unless the Company, Executive and
Holdings mutually agree to make all or part of the payment in ordinary
            shares of Holdings, provided that any payment in the form of ordinary shares
of Holdings shall be (i) calculated on the basis of the market price of the
outstanding shares of Holdings at the time of issuance, as determined by the
Company, Executive and Holdings in good faith, (ii) outside of any “close
period” as defined in the Rules of the Alternative Investment Market of the
London Stock Exchange, and (iii) subject to the availability of an exemption
from registration under applicable securities laws (other than with respect
to the Alternative Investment Market of the London Stock Exchange). In the
event that any ordinary shares are issued by Holdings pursuant to this
Section 4(b), the Company shall issue a promissory note in favor of Holdings
with an aggregate principal amount equal to the market price of the ordinary
            shares issued by Holdings pursuant to this Section 4(b) on terms to be
agreed by the Company and Holdings. The obligations of the Company
and Holdings in this Section 4(b) with respect to payment of the 2009











 



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	 	 	 	Signing Bonus are absolute and not subject to any action or inaction on the
part of the Company, Executive or Holdings.”
	 
	 	3.	 	The following Section 12(o) is hereby added to the Agreement:
	 
	 	 	 	“o. Accredited Investor. Executive hereby acknowledges and
agrees that he is an “accredited investor” within the meaning of
Rule 501(a) under the United States Securities Act of 1933, as
amended.”
	 
	 	4.	 	Except as expressly set forth above, your Agreement shall remain in full force
and effect.





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	 	Very truly yours,





CBAY INC.

 	 
	 	/s/
 	 
	 	By: 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CBAYSYSTEMS HOLDINGS LIMITED

 	 
	 	/s/
 	 
	 	By: 	 
	 	Title:  	 	 
	 



ACCEPTED AND AGREED:




_____________________