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                                                                     Exhibit 4.9

     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-2/REPLACEMENT

                   TO PURCHASE WARRANT STOCK AND A NEW WARRANT
                                       OF

                           KANBAY INTERNATIONAL, INC.

     THIS IS TO CERTIFY THAT, as of September 14, 2000, 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), Household Investment
     Funding, 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-2/Replacement is
     being issued in replacement of Warrant No. AD-2, in order to correct
     defects in the original warrant.

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

1.   EXERCISE OF WARRANTS

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     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 Original
          Shares. This Warrant shall be subject to that certain Subscription
          Agreement, dated as of September 14, 2000, by and among the Company,
          the Holder and the other parties designated therein (the "Subscription
          Agreement") and the related Stockholders Agreement, as the same may be
          amended from time to time, constituting Exhibit C to the Subscription
          Agreement.

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

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          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 and the details relating to the transfer thereof 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 or the Holder 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 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

                                       -3-
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          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 AND WARRANT STOCK. 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 or the Common Stock which may be issued thereunder.

     3.7. NOTICES. Unless this Warrant is terminated, in the event that at any
          time prior to a Qualified 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, 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

                                       -4-
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               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 the occurrence of any
     event that would cause an adjustment to the Conversion Price under the
     Certificate of Incorporation (assuming for purposes of this Section 4 that
     the Conversion Price is equal to the then-current Dilutive Share Price),
     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 or a registered public offering (other than a Qualified
          Public Offering) 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.

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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 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 Subscription 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.

          "Qualified Public Offering" shall have the meaning given such term in
          the Certificate of Incorporation.

          "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 subject matter hereof
          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

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          remaining provisions of this Warrant shall not, at the election of the
          party for whom the 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.


                          [SIGNATURE ON FOLLOWING PAGE]

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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 April 15, 2004
             --------------


                                                 KANBAY INTERNATIONAL, INC.


                                                 By: /s/ Authorized Party
                                                    -----------------------
                                                 Name: Authorized Party
                                                      ---------------------
                                                 Title: VP & CFO
                                                       --------------------

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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:
      -------------

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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
Class A 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:
                                                   -----------------------------