**Exhibit 10.1**

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**FIRST AMENDMENTTOCREDIT AGREEMENT**

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First Amendmentdated as of March 21, 2006 to Credit Agreement (the “First Amendment”), by and among**KEANE, INC.**, a Massachusetts corporation (the “Borrower”) and **BANK OF AMERICA, N.A.** and the other lending institutionslisted on Schedule 2.01 to the CreditAgreement (as hereinafter defined) (the “Lenders”), **BANK OF AMERICA, N.A.**, in its capacity asadministrative agent for the Lenders (the “AdministrativeAgent”), amending certain provisions of the Credit Agreement dated as of September 15,2005 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders, Bank ofAmerica, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,Keybank National Association, as Syndication Agent and Wachovia Bank, NationalAssociation, as Documentation Agent. Terms not otherwise defined herein whichare defined in the Credit Agreement shall have the same respective meaningsherein as therein.

**WHEREAS**,the Borrower, the Administrative Agent and the Lenders have agreed to modifycertain terms and conditions of the Credit Agreement as specifically set forthin this First Amendment;

**NOW,THEREFORE**, in consideration of the premises and the mutualagreements contained herein and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretohereby agree as follows:

**§1. Amendment to§7.02 of the Credit Agreement.**Section 7.02 of theCredit Agreement is hereby amended by (i) deleting paragraph (k) thereinin its entirety and substituting therefor the following new paragraph (k): “(k)  Guaranteespermitted by Section 7.03 (other than Guarantees of Swap Contractsof a Subsidiary which is not a Guarantor pursuant to Section 7.03(d) hereof)”;(ii) deleting the period at the end of paragraph (l) therein andsubstituting therefor “; and”; and (iii) adding a new paragraph (m) inthe appropriate alphabetical order: “(m)  Guarantees of obligationsof any Subsidiary that is not a Guarantor arising under Swap Contracts pursuantto Section 7.03(d) in an amount not exceeding $20,000,000 inthe aggregate at any time outstanding.”

**§2. Conditions toEffectiveness.**This First Amendment shall not becomeeffective until the Administrative Agent receives a counterpart of this FirstAmendment, executed by the Borrower, the Required Lenders and the Guarantors.

**§3. Representationsand Warranties.**The Borrower hereby repeats, on and as ofthe date hereof, each of the representations and warranties made by it in Article Vof the Credit 

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Agreement (except to the extent of changes resultingfrom transactions contemplated or permitted by the Credit Agreement (as amendedby this First Amendment) and the other Loan Documents and changes occurring inthe ordinary course of business that singly or in the aggregate are notmaterially adverse, and to the extent that such representations and warrantiesrelate expressly to an earlier date), provided,that all references therein to the Credit Agreement shall refer to such CreditAgreement as amended hereby. In addition, the Borrower hereby represents andwarrants that the execution and delivery by the Borrower of this FirstAmendment and the performance by the Borrower of all of its agreements andobligations under the Credit Agreement as amended hereby are within theauthority of the Borrower and have been duly authorized by all necessary actionon the part of the Borrower.

**§4. Ratification,Etc**. Except as expresslyamended hereby, the Credit Agreement , the other Loan Documents (which, for theavoidance of doubt, shall included the Guaranty)  and all documents, instruments and agreementsrelated thereto are hereby ratified and confirmed in all respects and shallcontinue in full force and effect. The Credit Agreement and this FirstAmendment shall be read and construed as a single agreement. All references inthe Credit Agreement or any related agreement or instrument to the CreditAgreement shall hereafter refer to the Credit Agreement as amended hereby.

**§5. No Waiver.**Nothingcontained herein shall constitute a waiver of, impair or otherwise affect anyObligations, any other obligation of the Borrower or any rights of theAdministrative Agent or the Lenders consequent thereon.

**§6. Counterparts**.This First Amendment may be executed in one or more counterparts, each of whichshall be deemed an original but which together shall constitute one and thesame instrument.

**§7. Governing Law.THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THELAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OFLAWS)**.

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**INWITNESS WHEREOF**, the parties hereto have executed this FirstAmendment as a document under seal as of the date first above written.
|            | **KEANE, INC.,** as Borrower                                              |
|------------|---------------------------------------------------------------------------|
| ** ** |                                                                      | ** ** |
|       | By:                                                                       | /s/ JOHN J.  LEAHY |
|       |                                                                      |    John J.  Leahy |
|       |                                                                      |    Executive  Vice President and Chief Financial Officer |
|       |                                                                      |   |
| ** ** | **BANK OF  AMERICA, N.A.,**as  Administrative Agent                       |
| ** ** |                                                                      | ** ** |
|       | By:                                                                       | /s/ TAMISHA  EASON |
|       |                                                                      | Name: Tamisha  Eason |
|       |                                                                      | Title: Vice  President |
|       |                                                                      |   |
| ** ** | **BANK OF  AMERICA, N.A.,**as a Lender, Swing Line Lender and L/C  Issuer |
| ** ** |                                                                      | ** ** |
|       | By:                                                                       | /s/ WILLIAM S.  ROWE |
|       |                                                                      | Name: William S.  Rowe |
|       |                                                                      | Title: Principal |
|       |                                                                      |   |
| ** ** | **KEYBANK  NATIONAL ASSOCIATION,** as a Lender and as Syndication Agent   |
| ** ** |                                                                      | ** ** |
|       | By:                                                                       | /s/ DANIEL  DIMARCO |
|       |                                                                      | Name: Daniel  DiMarco |
|       |                                                                      | Title: Assistant  Vice President |
|       |                                                                      |   |

 

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|            | **WACHOVIA  BANK, NATIONAL ASSOCIATION,** as a Lender and as  Documentation Agent |
|------------|-----------------------------------------------------------------------------------|
| ** ** |                                                                              | ** ** |
|       | By:                                                                               | /s/ KAREN H.  MCCLAIN |
|       |                                                                              | Name: Karen H.  McClain |
|       |                                                                              | Title: Managing  Director |
|       |                                                                              |   |
| ** ** | **SOVEREIGN  BANK,** as a Lender                                                  |
| ** ** |                                                                              | ** ** |
|       | By:                                                                               |  /s/ GREG BATSEVITSKY |
|       |                                                                              | Name: Greg  Batsevitsky |
|       |                                                                              | Title: Vice  President |
|       |                                                                              |   |
| ** ** | **HSBC  BANK USA, NATIONAL ASSOCIATION, **as a Lender                        |
| ** ** |                                                                              | ** ** |
|       | By:                                                                               | /s/ DAN LOBDELL |
|       |                                                                              | Name: Dan  Lobdell |
|       |                                                                              | Title: Vice  President |
|       |                                                                              |   |
| ** ** | **WELLS  FARGO BANK, NATIONAL ASSOCIATION,** as a Lender                          |
| ** ** |                                                                              | ** ** |
|       | By:                                                                               | /s/ JORDAN  FRAGIACOMO |
|       |                                                                              | Name: Jordan  Fragiacomo |
|       |                                                                              | Title: Vice  President |
|       |                                                                              |   |
| ** ** | **CITICORP  USA, INC.,** as a  Lender                                             |
| ** ** |                                                                              | ** ** |
|       | By:                                                                               | /s/ ROSS  LEVITSKY |
|       |                                                                              | Name: Ross  Levitsky |
|       |                                                                              | Title:  Director/Vice President |

** **

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**RATIFICATION OF GUARANTY**

Each of theundersigned guarantors (the “Guarantors”) hereby acknowledges andconsents to the foregoing First Amendment as of March 21, 2006, and agreesthat the Guaranty dated as of September 15, 2005 from each Guarantor tothe Administrative Agent and each Lender remains in full force and effect, andeach such Guarantor confirms and ratifies all of its obligations thereunder.
|            | **KEANE FEDERAL SYSTEMS, INC.** |
|------------|---------------------------------|
| ** ** | ** **                      | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |
|       |                            |   |
| ** ** | **ANSTEC,  INC.**               |
| ** ** |                            | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |
|       |                            |   |
| ** ** | **CRESTA  TESTING, INC.**       |
| ** ** |                            | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |
|       |                            |   |
| ** ** | **KEANE  DELAWARE CORP.**       |
| ** ** |                            | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |
|       |                            |   |

 

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|            | **KEANE  GENERAL PARTNERSHIP**                      |
|------------|-----------------------------------------------------|
| ** ** | **By: Keane, Inc.,  Managing General Partner** |
| ** ** |                                                | ** ** |
|       | By:                                                 | /s/ JOHN J.  LEAHY |
|       |                                                | John J. Leahy,  Senior Vice President of Finance and Administration and Chief Financial  Officer |
|       |                                                |   |
| ** ** | **By:  Keane Delaware Corp., as General Partner**   |
| ** ** |                                                | ** ** |
|       | By:                                                 | /s/ JOHN J.  LEAHY |
|       |                                                | John J. Leahy,  Treasurer |
|       |                                                |   |
| ** ** | **KEANE  MASSACHUSETTS LLC**                        |
| ** ** |                                                | ** ** |
|       | By:                                                 | /s/ JOHN J.  LEAHY |
|       |                                                | John J. Leahy,  Treasurer |
|       |                                                |   |
| ** ** | **KEANE  SECURITIES CORPORATION**                   |
| ** ** |                                                | ** ** |
|       | By:                                                 | /s/ JOHN J.  LEAHY |
|       |                                                | John J. Leahy,  Treasurer |
|       |                                                |   |

 

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|            | **KEANE  INDIA HOLDINGS, INC.** |
|------------|---------------------------------|
| ** ** |                            | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |
|       |                            |   |
| ** ** | **NETNUMINA  SOLUTIONS, INC.**  |
| ** ** |                            | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |
|       |                            |   |
| ** ** | **KEANE  CARE, INC.**           |
| ** ** |                            | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |
|       |                            |   |
| ** ** | **DATASKILLS,  INC.**           |
| ** ** |                            | ** ** |
|       | By:                             | /s/ JOHN J.  LEAHY |
|       |                            | John J. Leahy,  Treasurer |

 

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