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                                                                   Exhibit 10.28

                                   SCHEDULE C

               CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
                              PROTECTION AGREEMENT

     This Agreement is made and entered into to be effective as of the date set
forth below, by and between Mascot Systems Limited, an Indian corporation,
(hereinafter called "the Company") and the undersigned employee Gerhard
Watzinger, (hereinafter called "Employee").

                                   WITNESSETH:

     WHEREAS, Employee has been or will be employed by the Company in a
capacity such that, in the performance of Employee's duties, Employee may
acquire Confidential Information or Trade Secrets (as those terms are defined
below) relating to the Company's business (or that of its joint ventures,
affiliated companies or its clients) and Employee may develop copyrightable
works, inventions or improvements relating to the Company's products and
business (or that of its affiliated companies or joint ventures); and

     WHEREAS, it is the understanding between the Company and Employee that the
Company shall have certain rights in such Confidential Information, Trade
Secrets, copyrightable works, inventions and improvements;

     NOW, THEREFORE, in consideration of the Company's agreement to employ
Employee and the fees paid to Employee by the Company during Employee's
employment by the Company, Employee agrees as follows:

     1.   Employee hereby acknowledges and agrees that each of the copyrightable
works authored by Employee (including, without limitation, all software and
related documentation and all web site designs), alone or with others, during
Employee's employment by the Company shall be deemed to have been to be works
prepared by Employee within the scope of Employee's employment by the Company
and, as such, shall be deemed to be "works made for hire" under the United
States copyright laws from the inception of creation of such works. In the event
that any of such works shall be deemed by a court of competent jurisdiction not
to be a "work made for hire," this Agreement shall operate as an irrevocable
assignment by Employee to the Company of all right, title and interest in and to
such works, including, without limitation, all worldwide copyright interests
therein, in perpetuity. The fact that such copyrightable works are created by
Employee outside of the Company's facilities or other than during Employee's
working hours with the Company shall not diminish the Company's rights with
respect to such works which otherwise fall within this paragraph. Employee
agrees to execute and deliver to the Company such further instruments or
documents as may be requested by the Company in order to effectuate the purposes
of this paragraph 1.

     2.   Employee shall promptly and fully disclose to the Company all
inventions or improvements made or conceived by Employee, solely or with others,
during Employee's employment by the Company and, where the subject matter of
such inventions or improvements results from or is suggested by any work which
Employee may do for or on behalf of the Company or relates in any way to the
Company's products or business (or that of its affiliated companies or joint
ventures), the Company shall have all rights to such inventions and
improvements, whether they are patentable or not. The fact that such inventions
and improvements are made or conceived by Employee outside of the Company's
facilities or other than during Employee's working hours with the Company shall
not diminish the Company's rights with respect to such inventions or
improvements which otherwise fall within this paragraph 2.

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     3.   The Company shall have no rights pursuant to this Agreement in any
invention of Employee made during the term of Employee's employment by the
Company if such invention has not arisen out of or by reason of Employee's work
with the Company or does not relate to the products, business or operations of
the Company or of its affiliated companies or joint ventures, although Employee
shall nonetheless inform the Company of any such invention.

     4.   At the request of the Company, either during or after termination of
Employee's employment by the Company, Employee shall execute or join in
executing all papers or documents required for the filing of patent applications
in the United States and such foreign countries as the Company may elect, and
Employee shall assign all such patent applications to the Company or its
nominee, and shall provide the Company or its agents or attorneys with all
reasonable assistance in the preparation and prosecution of patent applications,
drawings, specifications and the like, all at the expense of the Company, and
shall do all that may be necessary to establish, protect and maintain the rights
of the Company or its nominee in the inventions, patent applications and Letters
Patent in accordance with the spirit of this Agreement.

     5.   Employee shall treat as confidential all Trade Secrets and
Confidential Information belonging to the Company (or information belonging to
third parties to which the Company shall owe an obligation of secrecy) which is
disclosed to Employee, which Employee may acquire or develop or which Employee
may observe in the course of Employee's employment by the Company and which at
the time of disclosure is not previously known by Employee and not known or used
by others in the trade generally, and Employee shall not disclose, publish or
otherwise use, either during or after termination of Employee's employment by
the Company, any such Trade Secrets or Confidential Information without the
prior written consent of the Company. As used in this Agreement, "Confidential
Information" means the whole or any portion or phase of any data or information
relating to the Company's services, products, processes or techniques relating
to its business or that of any of the Company's clients, whether or not
copyrighted, patented or patentable. As used in this Agreement, "Trade Secret"
means any useful process, machine or other device or composition of matter which
is new and which is being used or studied by the Company and is not described in
a patent or described in any literature already published and distributed
externally by the Company; the source code or algorithms of any software
developed or owned by the Company; any formula, plan, tool, machine, process or
method employed by the Company, whether patentable or not, which is not
generally known to others; business plans and marketing concepts of the Company;
marketing or sales information of the Company; financial information or
projections regarding the Company or potential acquisition candidates of the
Company; financial, pricing and/or credit information regarding clients or
vendors of the Company; a listing of names, addresses or telephone numbers of
customers or clients of the Company; internal corporate policies and procedures
of the Company; and any other information falling under the definition of a
"Trade Secret" pursuant to the Uniform Trade Secrets Act (or, if applicable, the
version thereof adopted by Pennsylvania).

     6.   Upon termination of employment with Company for any reason, Employee
shall promptly deliver to Company the originals and copies of all
correspondence, drawings, manuals, computer related or generated information,
letters, notes, notebooks, reports, prospect lists, customer lists, flow charts,
programs, proposals, and any documents concerning Company's business, Customers
or suppliers and, without limiting the foregoing, will promptly deliver to
Company any and all other documents or materials containing or constituting
Confidential Information or Trade Secrets. Employee agrees to maintain the
integrity of all stored computer information and agrees not to alter, damage or
destroy said computer information before returning it to Company.

     7.   Employee shall keep and maintain adequate and current written records
of all Trade Secrets and Confidential Information made by Employee (solely or
jointly with others) during the term of

                                       -2-

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employment ("Records"). The Records may be in the form of notes, sketches,
drawings, flow charts, electronic data or recordings, laboratory notebooks and
any other format. The Records will be available to and remain the sole property
of the Company at all times. Employee shall not remove such Records from the
Company's place of business except as expressly permitted by the Company.

     8.   This Agreement shall in no way alter, or be construed to alter, the
terms and conditions of any Employment Agreement entered into by Employee with
the Company. The Company may utilize any portion of Employee's Employment
Agreement to enforce the terms and conditions set forth herein and remedy any
violation of this Agreement. The Company has the exclusive right to assign this
Agreement.

     9.   The parties agree that this Agreement shall be deemed to have been
made and entered into in Allegheny County, Pennsylvania and that the Law of the
Commonwealth of Pennsylvania shall govern this Agreement, without regard to
conflict of laws principles. Jurisdiction and venue is exclusively limited in
any proceeding by the Company or Employee to enforce their rights hereunder to
any court geographically located in Allegheny County, Pennsylvania. The Employee
hereby waives any objections to the jurisdiction and venue of the courts in or
for Allegheny County, Pennsylvania, including any objection to personal
jurisdiction, venue, and/or forum non-conveniens, in any proceeding by the
Company to enforce its rights hereunder filed in or for Allegheny County,
Pennsylvania. Employee agrees not to object to any petition filed by the Company
to remove an action filed by Employee from a forum or court not located in
Allegheny County, Pennsylvania.

     I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS
AGREEMENT. I UNDERSTAND THAT I AM REQUIRED TO SIGN THIS AGREEMENT AS A CONDITION
OF MY EMPLOYMENT.

                                               EMPLOYEE:

                                               ---------------------------------
                                               Signature

                                               Date: ___________________________

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                                  ATTACHMENT C

                                 GENERAL RELEASE

1.   I, XXXX, for and in consideration of XXX, to be provided to me by iGate
     Capital Management Inc. (the "Company"), and conditioned upon such payments
     and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the
     Company and each of its subsidiaries and affiliates, their officers,
     directors, shareholders, partners, employees and agents, their respective
     successors and assigns, heirs, executors and administrators (hereinafter
     collectively included within the term the "Company"), acting in any
     capacity whatsoever, of and from any and all manner of actions and causes
     of actions, suits, debts, claims and demands whatsoever in law or in
     equity, which I ever had, now have, or hereafter may have, or which my
     heirs, executors or administrators hereafter may have, by reason of any
     after, cause or thing whatsoever from the beginning of my employment with
     the Company to the date of these presents arising from or relating in any
     way to my employment relationship, and the terms, conditions and benefits
     payments resulting therefrom, my termination of my employment relationship
     with the Company, including but not limited to, any claims which have been
     asserted, could have been asserted, or could be asserted now or in the
     future under any federal, state or local laws, including any claims under
     the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. Section 621 et
     seq., Americans with Disabilities Act ("ADA"), 42 U.S.C.Section 2000e et
     seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C.Section 2000 et
     seq., Pennsylvania Wage Payment and Collection laws, Pennsylvania Human
     Relations Act, Older Workers' Benefit Protection Act, Family and medical
     Leave Act, any contract between the Company and me and my common law claims
     now or hereafter recognized and all claims for counsel fees and costs.

2.   Subject to the limitations of Section 1 above, I expressly waive all rights
     afforded by any statute which expressly limits the effects of a release
     with respect to unknown claims. I understand the significance of this
     release of unknown claims and the waiver of statutory protection against a
     release of unknown claims.

3.   I further agree and covenant that the amounts set forth herein shall serve
     as a full and final settlement of any and all claims that I have against
     the Company and that neither I, nor any person, organization or other
     entity on my behalf, will file, charge, claim, sue or cause or permit to be
     filed, charged, or claimed, any action for personal equitable, monetary or
     other similar relief against the Company (including any action for damages,
     injunctive, declaratory or other relief), arising from or relating in any
     way to my employment relationship, and the terms, conditions and benefits
     payments resulting therefrom, the termination of my employment relationship
     with the Company, except as may be necessary to enforce the obligations of
     the Company to me in accordance with the express terms of the agreement or
     under any other plans or programs of the Company in which I participated
     and under which I have accrued a benefit involving any matter occurring
     from the beginning of my employment with the Company to the date of these
     presents, or involving my continuing effects of any actions or practices
     which may have arisen or occurred from the beginning of my employment with
     the Company to the date of these presents, including any charge of
     discrimination under Title VII of Civil Rights Act of 1964, or ADEA. In
     addition, I also agree and covenant that should I, or any other person,
     organization or entity on my behalf, file, charge, claim, sue or cause or
     permit to be filed, charged, or claimed, any action prohibited by the
     proceeding sentence for personal equitable, monetary or other similar
     relief, despite my agreement not to do so hereunder, or should I otherwise
     fail to abide by any of the terms of this General Release, and any claim is
     made against the Company that might result in liability of the Company to
     Executive, except to the extent not covered by this General Release as
     slated above, then I will pay all of the costs and expenses of the Company
     (including reasonable attorneys' fees) incurred in the defense of any such
     action or undertaking.

4.   I hereby agree and recognize that my employment by the Company was
     permanently and irrevocably severed on XXX and the Company has no
     obligation, contractual or otherwise to me to hire, rehire or reemploy me
     in the future.

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5.   I hereby agree and acknowledge that the payments and benefits provided by
     the Company are to bring about an amicable resolution of my employment
     arrangements and are not to be construed an admission of any violation of
     any federal, state or local stature or regulation, or of any duty owed by
     the Company and that the Agreement and this General Release are made
     voluntarily to provide an amicable resolution of my employment relationship
     with the Company and the termination of the Employment Agreement executed
     by me with the Company on ______ (Employment Agreement).

6.   I hereby certify that I have read the terms of the General Release, that I
     have been advised by the Company to discuss it with my attorney, and that I
     have done so, and that I understand its terms and effects. I acknowledge,
     further, that I am executing this General Release of my own volition with a
     full understanding of its terms and effects and with the intention of
     releasing all claims recited herein in exchange for the consideration
     described in the Employment Agreement, which I acknowledge is adequate and
     satisfactory to me. None of the above-named parties, nor their agents,
     representatives or attorneys has made any representations to me concerning
     the terms of effects of this General Release other than those contained
     herein.

7.   I hereby acknowledge that I have been informed that I have the right to
     consider the General Release for a period of 21 (twenty one) days prior to
     execution. I also understand that I have the right to revoke this General
     Releases for a period of 7 (seven) days following execution by giving the
     written notice to the Company at iGATE Capital Management Inc., Foster
     Plaza Ten, 680 Andersen Drive, Pittsburgh, PA 15220, Attention: Chief
     Executive Officer.

8.   I hereby further acknowledge that the terms of Sections 6 and 7 of the
     Employment Agreement continue to apply for the balance of the time periods
     provided therein and that I will abide by and fully perform such
     obligations.

Intending to legally bound hereby, I execute the foregoing General Release the
____day of _________.


----------------------------                   ---------------------------------
Witness