Exhibit
10.2


RATE
SCHEDULE


THIS RATE SCHEDULE IS
MADE THIS 19th DAY OF APRIL 2005


Between:


HSBC Holdings plc whose
registered office is 8 Canada Square, London, E14 5HQ (Registered Number
617987) which shall hereinafter be referred to as “HSBC”; and:


Kanbay Europe Ltd. of
Compass House, Vision Park, Histon Cambridge, CB4 9AD UK (Registered Number
3282049) which shall hereinafter be referred to as “Consultant”.


WHEREAS


This Rate Schedule
establishes the rates applicable to the Services to be delivered by Consultant
and/or Consultant Affiliates to HSBC and/or HSBC Group Members during the Term
hereof.


1              Introduction


1.1             Unless
otherwise mutually agreed by the parties in writing, the Services affected by
this Rate Schedule shall be delivered under the Consultancy Services Global
Supply Agreement dated April 19th, 2005 between the parties (the “Terms and
Conditions”).  Unless otherwise stated
herein, all capitalized terms appearing in this Rate Schedule shall have the
meanings ascribed to them in the Terms and Conditions.


1.2             For the on-going
management of this Rate Schedule, Consultant shall procure that Kanbay
Incorporated Inc. (“Kanbay”) will undertake the responsibilities assigned to
Kanbay hereunder.


1.3             The interpretation and construction of this Rate
Schedule shall be subject to the following:


(a)              reference to:


(i)                  a document or agreement, or a provision of a
document or agreement, is to that document, agreement or provision as amended,
supplemented, replaced or novated; and


(ii)               a party to this Rate Schedule or to any other
document or agreement includes a permitted substitute or a permitted assign of
that party;


(b)              a singular word includes the plural, and vice
versa;


(c)               if an example is given of anything (including a
right, obligation or concept), such as by saying it includes something else,
the example does not limit the scope of that thing; and


(d)              the headings to clauses are for reference
purposes only and shall not affect the interpretation or construction of the
clauses.


2              Term


2.1             The term of this Rate
Schedule (the “Term”) shall commence on April 1, 2005 (the “Effective Date”)
and expire on December 31, 2007 (the “Expiration Date”).


2.2             HSBC and Kanbay shall
commence good faith negotiations regarding the renewal or 



  1
 
 






 



replacement of this Rate
Schedule no later than six months before the Expiration Date.  Consultant shall procure that Kanbay will
commence such negotiations.


3              Commercial
Terms


3.1             All
Charges shall be as specified in the applicable SoW.  Unless otherwise mutually agreed the Charges
for any Services to be performed by Consultant Personnel on a time and materials
basis shall be determined using the rates and terms specified in this Rate
Schedule and in particular, those rates and terms set out in Exhibit A to this
Rate Schedule.


3.2             HSBC
and Consultant shall procure that when HSBC and/or HSBC Group Members and
Consultant and/or Consultant Affiliates enter into SoWs, such SoWs shall be
made in accordance with the rates and terms specified in this Rate Schedule.


4              Confidentiality


4.1             The signatories of this Rate Schedule shall and
shall procure that their employees, agents and contractors and in the case of
Consultant, the Consultant Affiliates and in the case of HSBC, the HSBC Group
Members to, at all times, maintain strict confidentiality of the provisions
of this Rate Schedule except (a) where required by law or regulation (including
by the Financial Services Authority) to disclose such information; or (b) with
the prior written consent of the other party. 
If a party should be required by law or regulation to make a disclosure
of this Rate Schedule as referred to in clause 4.1(a), the disclosing party shall so far as lawful
promptly inform the other party in writing of such a requirement and provide reasonable
assistance if that other party wishes to challenge the requirement to make the
disclosure.


4.2             HSBC
and Consultant shall be permitted to disclose this Rate Schedule to HSBC Group
Members and Consultant Affiliates provided such disclosure is strictly
necessary for the purposes of or in connection with this Rate Schedule and/or
the Terms and Conditions and/or a SoW and provided that HSBC and Consultant
shall each ensure that HSBC Group Members and Consultant Affiliates
respectively comply with the confidentiality
requirements of this Rate Schedule as if they were parties to it.


4.3             Each
party acknowledges that damages will not be an adequate remedy for any breach
of Clause 4 and shall not seek to resist an application for an injunction in
respect of any breach or threatened breach of Clause 4 on the grounds that
there is an alternative adequate remedy in damages.


5              Termination


5.1  This Rate
Schedule shall terminate:


5.1.1              immediately on the exercise by HSBC of
any right in Clause 18.1 of the Terms and Conditions;


5.1.2              subject to Clause 5.1.3, immediately on
written notice by HSBC to Consultant if Consultant fails to cure any material
or persistent default of any provision of this Rate Schedule within thirty (30)
days of written notice requiring the default to be remedied;



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5.1.3              immediately on written notice by HSBC to
Consultant if Consultant commits a breach of Clauses 4, 6 or 8 of this Rate
Schedule; or


5.1.4              upon HSBC providing to Consultant at
least one hundred and eighty days (180) prior written notice of the termination
of this Rate Schedule for any reason whatsoever (including for HSBC’s convenience).


5.2             For the avoidance of doubt, termination
of this Rate Schedule shall subject to Clause 11.3, terminate the obligations
in this Rate Schedule of Consultant and HSBC respectively.  Notwithstanding the foregoing, in the event
that HSBC terminates this Rate Schedule pursuant to Clause 5.1.4 above, HSBC’s
payment obligations (if any) under Attachment 1 shall survive such termination,
and HSBC shall make any such payments as described therein.


6              Publicity


6.1             Consultant
shall not and shall procure that all Consultant Affiliates and Consultant
Personnel do not, disclose the making of this Rate Schedule in any journal
magazine or publication or any other medium or otherwise use HSBC’s or the HSBC
Group Members’ names or logos (including any trade marks) in any of its
advertising or publicity material without HSBC’s prior written consent which
may be withheld or given in HSBC’s absolute discretion.


6.2             Notwithstanding
Clause 6.1 however, Consultant and Consultant Affiliates may include a
reference to the name of HSBC Holdings plc and/or the specific legal entity
name of any HSBC Group Member which uses their Services (and not, for the
avoidance of doubt, any of HSBC’s logos or trade marks or any reference to
other HSBC Group Members) on their lists of clients.


7             Disputes


7.1             If
at any time a dispute arises out of or in connection with this Rate Schedule,
HSBC and the Consultant shall in the first instance meet in good faith with a
view to resolving the dispute within a period of ten (10) Business Days from
the day the dispute first arises.


7.2             Should
the parties not be able to resolve the dispute within the ten (10) Business
Days, then both parties shall refer the matter to their own appropriate level
of senior management respectively for resolution.


7.3             If
the relevant senior management are unable to resolve the dispute within a
further ten (10) Business Days, then the parties will attempt to settle the
dispute by mediation in accordance with the Centre for Dispute Resolution
(CEDR) Model Mediation Procedure. To initiate mediation the initiating party
must give notice in writing to the other party and send a copy of the notice to
CEDR.  The mediation will start not later
than ten (10) Business Days after the notice. 
Subject to clause 7.5, the parties agree not to commence any court
proceedings in relation to the dispute until they have attempted to settle the
dispute by mediation and that mediation has either terminated or failed.


7.4             Unless
otherwise agreed in writing, the costs of any mediation carried out pursuant to
this clause 7 shall be shared equally between the parties.



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7.5             Nothing
in this Rate Schedule shall prevent either party from taking such action as it
deems appropriate (including any application to a relevant court) for
injunctive or other emergency or interim relief.


8              Assignment


8.1             Consultant
shall not without the prior written consent of HSBC assign, sub-contract,
transfer or part with any right or obligation under this Rate Schedule nor any
part thereof nor delegate any of its responsibilities or obligations hereunder.


8.2             HSBC
may assign, transfer, part with or sub-contract any of its rights,
responsibilities or obligations under this Rate Schedule without the prior
consent of the Consultant.


9              Variation


No variation to this Rate Schedule shall be effective unless in writing
and signed by a duly authorised officer of each of HSBC and Consultant.


10        Counterparts


This Rate Schedule may be executed in any number of counterparts, each of
which, when executed and delivered, shall be an original, and all the counterparts
together shall constitute one and the same instrument.


11       General


11.1                  Entire
Rate Schedule


The provisions of this Rate Schedule, as amended,
shall constitute the entire agreement and understanding between the parties
with respect to its subject matter and, unless otherwise expressly provided,
supersede all prior agreements, representations, statements, negotiations and
undertakings (other than representations made fraudulently).


11.2                  Severability


If any provision of this Rate Schedule is held by a
court to be invalid or unenforceable and can be deleted without altering the
essence of the Rate Schedule, the unlawful provision will be severed and the
remaining provisions will remain in full force or effect.


11.3                  Survival


Clauses 4, 5, 6, 7, 8, and 11 and all other provisions
of this Rate Schedule intended to survive termination shall survive termination
as the context requires.


11.4                  Waiver


No relaxation, forbearance, delay or negligence by
either party in enforcing any of the terms and conditions of this Rate Schedule
or the granting of time by either party to the other shall prejudice affect or
restrict the rights and powers of that party. 
No waiver of any terms or conditions of this Rate Schedule shall be
effective unless made in writing and signed by the party against which
enforcement of the waiver is sought.  The
waiver of any breach of any term or condition of this Rate Schedule shall not
be construed as a waiver of any subsequent breach of any term or condition
whether of the same or different nature. 
Except where otherwise explicitly agreed all remedies in this Rate
Schedule are cumulative 



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and not exclusive of any other remedy or right in this
Rate Schedule or at law.


11.5                  Third
Parties


Except as set forth in this Rate Schedule and
throughout the Rate Schedule in relation to HSBC Group Members and Consultant
Affiliates, nothing in this Rate Schedule is intended to, nor shall create any
right enforceable by any third party or person not a party to this Rate
Schedule and the Contracts (Rights of Third Parties) Act 1999 shall not
otherwise apply to this Rate Schedule. 
The consent of a third party (including an HSBC Group Member or a
Consultant Affiliate other than Kanbay) shall not be required for the
amendment, variation or termination of this Rate Schedule.


11.6                  No
Partnership


No part of this Rate Schedule is intended to create or
record any employment, partnership, joint venture, agency or other such
relationship between HSBC, HSBC Group Members and the Consultant or Consultant
Affiliates or Consultant Personnel).  For
the avoidance of doubt all Consultant Personnel shall remain employees or
suppliers to the Consultant or Consultant Affiliates, and shall not be regarded
as employees, agents, contractors or representatives of any HSBC or HSBC Group
Member.


11.7                  Governing
Law


This Rate Schedule shall be governed in all respects
by the Laws of England and Wales and the parties submit to the exclusive
jurisdiction of the English Courts


IN WITNESS WHEREOF, the parties have executed this
Rate Schedule as of the dates accompanying the signatures of their respective
authorized representatives below.


	
  KANBAY EUROPE LIMITED

  	
   

  	
  HSBC HOLDINGS plc

  
	
   

  	
   

  	
   

  
	
  Signed 

  	
  /s/ William Weissman

  	
   

  	
  Signed

  	
   /s/ S K Green

  
	
  Name 

  	
  William Weissman

  	
   

  	
  Name

  	
   S K Green

  
	
  Title 

  	
  CFO

  	
   

  	
  Title

  	
   Group Chief Executive

  
	
  Date 

  	
  27/04/05

  	
   

  	
  Date

  	
   22 April 2005

  



 



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ATTACHMENT 1


1.                   FTE and
Contract Year Definitions.


For purposes of this Rate Schedule, a Full Time
Equivalent (“FTE”) means a minimum of 1950 hours of billable Services provided
by Consultant Personnel during a Contract Year (defined below).


Consultant Personnel working onsite at HSBC’s and/or
HSBC Group Member’s facilities outside of India are referred to herein as “Onsite
FTEs”.  Consultant Personnel working
offshore at the Kanbay’s India facilities or HSBC’s and/or HSBC Group Member’s
India facilities are referred to herein as “Offshore FTEs”, provided however
that if such Consultant Personnel are non-residents of India and travel to
India specifically to provide the Services, they shall be considered to be
Onsite FTEs with rates based on their applicable country of residence.


FTEs, which shall be assigned to provide Services
under SoWs, shall include personnel possessing a mix of experience and skill
levels as required to provide the Services. 
HSBC and/or HSBC Group Members shall advise Consultant and/or any
Consultant Affiliate of their need for Services, and Kanbay shall manage all
staffing of the FTEs in consultation and agreement with HSBC or the relevant
HSBC Group Member.


No FTE will be billed annually for more than 2040
hours of Services, regardless of the actual number of days/hours worked by that
individual, calculated on a monthly basis based on the HSBC US working day’s
calendar.   For 2005 the following are
the maximum billable hours per month:


2005 Working Hours per Month


	
  Jan = 168

  	
   

  	
  Apr = 168

  	
   

  	
  Jul = 160

  	
   

  	
  Oct = 168

  
	
  Feb = 160

  	
   

  	
  May = 168

  	
   

  	
  Aug = 184

  	
   

  	
  Nov = 168

  
	
  Mar = 184

  	
   

  	
  Jun = 176

  	
   

  	
  Sep = 168

  	
   

  	
  Dec = 168

  



 


A “Contract Year” shall mean a period of twelve months
between the 1st of January and the 31st December for any year.  In relation to this Rate Schedule, the
following specific Contract Years shall refer to each of the three following
periods:


Contract Year 1 shall
mean the period from April 1, 2005 through December 31, 2005;


Contract Year 2 shall
mean the period from January 1, 2006 through December 31, 2006; and


Contract Year 3 shall mean the period from January 1,
2007 through December 31, 2007.


2.                   Rates and
Conditions.


Subject to the conditions set forth in this Rate
Schedule, Consultant and/or any Consultant Affiliate shall provide Offshore
FTEs and Onsite FTEs to HSBC and or the relevant HSBC Group Members at the
hourly rates set forth on Exhibit A, which is attached hereto and incorporated
herein. Rates for locations or designations other than as stated in Exhibit A will
be negotiated on a case-by-case basis, at which time the parties will also
classify the applicable positions as either Offshore FTEs or Onsite FTEs (based
on the principles stated in Section 1 above) for purposes of this Rate
Schedule.



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In consideration of the rate stated on Exhibit A for
Offshore Development FTEs ($24.50 per hour), HSBC and/or HSBC Group Members
intend to acquire, via qualifying SoWs, an aggregate of Services from
Consultant and/or any Consultant Affiliate totaling 3600 or more FTEs (comprising
either Onsite or Offshore) during Contract Years 1, 2 and 3 of this Rate
Schedule, subject to the following provisions:


a)                  The 1200 FTE
covered by the Existing SoWs (stated in Section 3 below) shall be paid by HSBC
Technology & Services (USA) Inc. (HTSU) irrespective of the FTE utilized by
HSBC and the HSBC Group Members during Contract Years 1, 2 and 3.


b)                 If HSBC and/or
HSBC Group Members do not acquire, via qualifying SoWs, a total of 1800 or more
FTEs  (including the 1200 FTE provided to
HTSU via the Existing SoWs) by the end of Contract Year 3, then Kanbay may
invoice HSBC (or at HSBC’s direction, any one or more of the HSBC Group
Members) at the end of Contract Year 3 for an amount equal to $24.50 per hour
multiplied by the difference (shortfall) in hours between the 1800 FTEs less
the 1200 FTE provided to HTSU by the Existing SoWs and the number of all Onsite
and Offshore FTE hours actually invoiced under qualifying SoWs for Contract
Years 1, 2 and 3 (referred to as “A” in Formula 1 below).  Such invoice shall be based on 1950 hours per
Contract Year per FTE.


Formula 1: Invoice amount = [{(1800 - 1200) x 1950} - “A”]
x $24.50


c)                  If HSBC and/or
HSBC Group Members acquire, via qualifying SoWs, 1800 or more FTEs (including
the 1200 FTE provided to HTSU via the Existing SoWs ), but less than 3600 FTEs,
by the end of Contract Year 3, then Kanbay may invoice HSBC (or at HSBC’s
direction, any one or more of the HSBC Group Members) at the end of Contract
Year 3 for an amount equal to $2.00 per hour multiplied by the number of
Offshore Development FTE hours actually invoiced for Contract Years 1, 2 and 3
(referred to as “B” in Formula 2 below). 
This additional payment shall not apply to the 1200 FTE provided to HTSU
via the Existing SoWs.


Formula 2: Invoice amount = “B” x $2.00


However, if the amount of any invoice resulting from
Formula 2 exceeds the amount that would have paid for the incremental Services
needed to reach a total of 3600 FTEs by the end of Contract Year 3 (using the
Offshore Development FTE rate of $24.50), then HSBC (or at HSBC’s direction any
one or more of the HSBC Group Members) shall have the option to pay this lesser
amount instead (i.e. “buy-out” the commitment) rather than pay the amount
determined from the calculation using Formula 2. For the purposes of Formula 3,
the 1200 FTE provided to HTSU via the Existing SoWs will be immediately
deducted from the 3600 FTE and not counted as part of “C” below.


Invoice amount = [({3600 -1200} x 1950) - “C”] x
$24.50


Where “C” = Total number of FTE (both Onsite and
Offshore) hours actually invoiced by Consultant and Consultant Affiliates under
qualifying SoWs during Contract Years 1, 2 and 3.


d)                 It is the parties’ intent to achieve an average
leverage ratio of one Onsite FTE for every four or more Offshore FTEs (a
minimum leverage ratio of 1:4) by the end of the Term of this Rate Schedule.
The parties will review leverage ratios (both to date and forecast) during the
quarterly reviews described in Clause 7 below, and if it appears that the minimum
leverage



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ratio
will not be achieved by the end of the Term of this Rate Schedule, the parties
will conduct good faith discussions regarding a rate increase for future
Services or another mutually acceptable resolution.


e)                  If during a
Contract Year any particular SoW is cancelled, then the parties will promptly
meet and conduct good faith discussions regarding the inclusion of the FTE
within the SoW towards the aggregate total of 3600 FTE or a reduction in the
aggregate total of 3600 FTE.


f)                    If an aggregate
of 3600 or more FTEs has been acquired through qualifying SoWs during Contract
Years 1, 2 and 3, then the parties will promptly meet and conduct good faith
discussions regarding a new rate schedule for future Services upon mutually
acceptable terms.  For the avoidance of
doubt, the rates established herein shall continue to apply during the Term
until the parties agree otherwise.


3.                   Existing SoWs.


The parties specifically agree that, as of January 1,
2005, the FTEs currently being provided by Kanbay to HTSU (f/k/a Household
International, Inc.) under the five existing SoWs specified below (the “Existing
SoWs”) shall count toward the FTE utilization commitment.  The five Existing SoWs that count toward the
FTE commitment are as follows:


 


	
  1.

  	
  SoW with Effective Date of February 1, 2003 and
  having a Three (3) Year Initial Term (as amended) covering 100 FTE per annum.

  
	
  2.

  	
  SoW with Effective Date of February 1, 2003 and
  having a Four (4) Year Initial Term (as amended) covering 100 FTE per annum.

  
	
  3.

  	
  SoW No. 2004-2YR (Effective Date of January 1, 2004)
  covering 150 FTE per annum.

  
	
  4. .

  	
  SoW No. 2004-3YR (Effective Date of January 1, 2004)
  covering 150 FTE per annum

  
	
  5.

  	
  SoW No. 2004-4YR (Effective Date of January 1, 2004)
  covering 150 FTE per annum.

  



 


For purposes of calculating FTE utilization during the
Term the above Existing SoWs shall account for 1200 FTE comprising:


Contract Year 1 - 650; Contract Year 2 - 400; and
Contract Year 3 - 150.


For purposes of calculating FTE utilization during
Contract Year 1, all Services acquired during the period from January 1, 2005
through March 31, 2005 under the Existing SoWs (as defined above) shall be
included in the numbers of FTEs utilized during Contract Year 1, except that
the rates stated in the Existing SoWs shall remain unaltered.  For purposes of these FTE commitments, (i)
all hours of billable Services from Onsite FTEs shall be aggregated and divided
by 1950 to determine the number of Onsite FTEs utilized during the applicable
Contract Year, and (ii) all hours of billable Services from Offshore FTEs shall
be aggregated and divided by 1950 to determine the number of Offshore FTEs
utilized during the applicable Contract Year.


The parties specifically agree that any statement of
work in existence between Consultant and/or any Consultant Affiliate and HSBC
and/or any HSBC Group Member as at the Effective Date of this Rate Schedule
shall also qualify to be counted towards the FTE utilization



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commitment pursuant to this Rate Schedule.  However, only the FTE provided on or after 1
January 2005, pursuant to any such statement of work, shall qualify to be
counted towards the FTE utilization commitment pursuant to this Rate Schedule.  .  Any
statement of work entered into subsequent to the Effective Date and not subject
to the Terms and Conditions shall also qualify to be counted towards the FTE
utilization commitment pursuant to this Rate Schedule.


4.                   Annual
Management Fee.


An annual fee (“Annual Management Fee”) of US$400,000.00
shall be payable at the end of each Contract Year to cover expenses associated
with Consultant’s and/or any Consultant Affiliates general management
activities (including all ordinary travel related expenses) under this Rate
Schedule.  This Annual Management Fee
shall be reduced by the amount of any fees for the general management
activities (including associated ordinary travel related expenses) paid to
Kanbay by HSBC Technology & Services (USA) Inc. under the Existing SoWs
referenced in Section 3 above during the Contract Year.  The balance of the Annual Management Fee
shall be invoiced by Kanbay to, and paid by, any one or more HSBC Group Members
in the manner directed by HSBC, based on the level of Services acquired by each
HSBC Group Member during the Contract Year. 
Kanbay shall provide HSBC with all information requested in order to
properly apportion the Annual Management Fee among HSBC Group Members.  The unanticipated or irregular travel related
expenses of Consultant’s Personnel for specific project activities, as well as
all other travel related expenses related to specific SoWs, provided that they
are reasonable and approved in advanced, shall be invoiced to HSBC or the
applicable HSBC Group Member separately as stated in the relevant SoW.


5.                   Early
Payment Discount Option.


Consultant and/or any Consultant Affiliate shall
provide HSBC and/or HSBC Group Members with a two percent (2%) early payment
discount option on all fees for Onsite FTE time and materials Services
only.  Consultant and/or any Consultant
Affiliate will provide such discount, provided that the invoice containing such
fees (less the discount and any associated taxes) is paid by HSBC or the
relevant HSBC Group Member within thirty (30) days after the date of invoice.  Consultant and/or any Consultant Affiliate
will, on each invoice that includes fees for Onsite FTE, state the amount of
the early payment discount for that invoice and give HSBC or the relevant HSBC
Group Member the option to either (i) accept the discount by paying the invoice
early as stated herein, or (ii) not accept the discount and pay the full
invoice amount as stated.


6.                   Special
Projects.


Kanbay and HSBC agree that the rates and commitments
set forth herein shall not apply to Consultant’s and/or any Consultant Affiliate’s
performance of special projects requested by HSBC and/or HSBC Group Members
that require Consultant and/or any Consultant Affiliate to provide personnel
possessing special skills distinct from those skills generally possessed by
Consultant’s Personnel providing the Services under this Rate Schedule (“Special
Projects”).  Special Projects must be
designated as such on the applicable SoWs. 
Special Projects performed on a time and materials basis will be paid
based on hourly rates which shall be agreed upon by the parties.  HSBC and/or any HSBC Group Member and
Consultant and/or any Consultant Affiliate may also agree to perform Special
Projects as Fixed-price Engagements or Not-to-exceed Engagements.



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In the event that the parties enter into any SoWs for
a Special Project, the applicable SoW will indicate whether the parties have
agreed to a “FTE equivalent” number for such project which will qualify to be
counted towards the commitments set forth in Section 3 above.


7.                   Project
Managers, Status Reports and Quarterly Reviews.


HSBC and Kanbay will each designate one Project
Manager to monitor and manage the activities of the parties under this Rate
Schedule who shall meet quarterly to review and discuss current utilization,
leverage ratio and future forecasts in order to evaluate the status of the
total commitment and take any action necessary.


The Kanbay Project Manager shall deliver to the HSBC
Project Manager a Quarterly Status Report detailing the number of Offshore FTEs
and Onsite FTEs utilized by over the preceding months along with the respective
leverage ratios.  If any Status Report
reveals excessive under- or over-utilization of Consultant Personnel, the
parties will negotiate in good faith regarding an appropriate adjustment to the
schedule of Services to be performed, the number of FTEs to be utilized, and/or
the fees to be paid for the Services.


 



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EXHIBIT A


	
  Rate Table

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Offshore FTE Designations

  	
   

  	
  US Rates/Hour

  	
   

  	
  UK Rates/Hour

  	
   

  	
  Hong Kong

  Rates/Hour

  	
   

  
	
  India Development

  	
   

  	
  US$   24.50

  	
   

  	
  US$ 24.50

  	
   

  	
  HK$ 191.00

  	
   

  
	
  India Test Executors

  	
   

  	
  US$   12.50

  	
   

  	
  US$ 12.50

  	
   

  	
  HK$ 98.00

  	
   

  
	
  Onsite FTE Designations

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Analyst Programmer

  	
   

  	
  US$   69.25

  	
   

  	
  £ 38.50

  	
   

  	
  HK$ 450.00$

  	
   

  
	
  Senior Programmer/Rotation

  	
   

  	
  US$   77.50

  	
   

  	
  £ 43.00

  	
   

  	
  HK$ 525.00$

  	
   

  
	
  Consultant Programmer

  	
   

  	
  US$   85.25

  	
   

  	
  £ 47.00

  	
   

  	
  HK$ 600.00$

  	
   

  
	
  Project Leader

  	
   

  	
  US$ 104.50

  	
   

  	
  £ 58.00

  	
   

  	
  HK$ 675.00$

  	
   

  
	
  Project Manager

  	
   

  	
  US$ 127.00

  	
   

  	
  £ 70.00

  	
   

  	
  HK$ 750.00$

  	
   

  
	
  Technical Architect

  	
   

  	
  US$ 127.00

  	
   

  	
  £ 70.00

  	
   

  	
  HK$ 750.00$

  	
   

  
	
  Application Subject Matter Expert

  	
   

  	
  US$ 150.00

  	
   

  	
  US$ 150.00

  	
   

  	
  HK$ 1170.00

  	
   

  
	
  Application Architect

  	
   

  	
  US$ 150.00

  	
   

  	
  US$ 150.00

  	
   

  	
  HK$ 1170.00

  	
   

  
	
  Senior Project Manager

  	
   

  	
  US$ 180.00

  	
   

  	
  US$ 180.00

  	
   

  	
  HK$ 1400.00

  	
   

  



 


Rates for
locations or designations other than as stated above will be negotiated on a
case-by-case basis, at which time the parties will also classify the applicable
positions as either Offshore FTEs or Onsite FTEs for purposes of this Rate
Schedule.


The parties agree
and Consultant shall procure Kanbay to agree that in respect of the UK rates
for Offshore FTE, and any future countries where it is necessary to invoice in
a currency other than US Dollars, the invoice amount shall be converted to the
specified currency using the conversion rate as at the close of business for
such currency from U.S. Dollars as published in the last U.S. edition of the
Wall Street Journal of the month for which the invoices are applicable.


The parties agree
and Consultant shall procure Kanbay to 
agree that the above rates will be increased or decreased by a
reasonable percentage, as agreed to by the parties before the beginning of each
new Contract Year, based upon reliable national salary data for the U.S., India
and any other relevant location, i.e. Hong Kong, United Kingdom, etc.  The parties shall mutually agree as to the
survey, index or method to be used for the purpose of calculating yearly
adjustments to the rates.


 



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