AMENDMENT AGREEMENT

Exhibit 10.22(a)

AMENDMENT AGREEMENT

This AMENDMENT AGREEMENT (this “Amendment Agreement”) is made on this the 24^th day of September, 2004:

BY AND BETWEEN

1. Xxxxx Xxxxxx, a national of the United States of America aged 12 years residing at 00000, Xxxx Xxx, Xxxxxxx Xxxxxxxxxx 00000, XXX represented by Xxxxxx Xxxxxx (“MM”) in her capacity as custodian;

2. Xxxxx Xxxxxx, a national of the United States of America aged 8 years residing at 00000, Xxxx Xxx, Xxxxxxx Xxxxxxxxxx 00000, XXX represented by Xxxxxx Xxxxxx (“NM”) in her capacity as custodian;

3. Xxxxxx Xxxxxx, an Indian national residing at 0000, Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxxx 00000, XXX in her capacity as custodian (the “Trustee”) for MM and NM;

4. Xxxxxxxx Xxxxxx, a national of the United States of America aged 41 years residing at 00000, Xxxx Xxx, Xxxxxxx Xxxxxxxxxx 00000, XXX (“PM”);

5. Xxxx Xxxxx, an Indian national aged 44 years residing at 00000, Xxxxx Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx 00000, XXX (“AS”);

6. Xxxxx Xxxxxxxx, a national of the United States of America aged 39 years residing at 000 Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000, XXX (“KM”) (PM, AS and KM shall be jointly referred to as “Founders”);

7. Quintant Services Limited, a company incorporated under the [Indian] Xxxxxxxxx Xxx, 0000, as amended (the “Companies Act”) with its registered office at 000 - 000 (X) & 000 (X) -000 (X), EPIP II Phase, Whitefield, Bangalore—560 0066, India (“Company”);

8. iGATE Corporation, a Pennsylvania corporation with its principal place of business at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, XXX (“iGATE”)

MM, NM, the Trustee, PM, AS, KM, the Company and iGATE shall hereinafter jointly be referred to as the “Parties” and severally as the “Party”.

WHEREAS

A. MM, NM, the Trustee, PM, AS, KM, the Company and iGATE are parties to a ADR Purchase Agreement dated August 10th, 2004 (the “ADR Purchase Agreement”).

B. The parties to the ADR Purchase Agreement desire to amend the ADR Purchase Agreement in the manner set forth in this Amendment Agreement.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Amendment Agreement hereby agree as follows:

AGREEMENT

1. Annexure A, Annexure B & Annexure C of the ADR Purchase Agreement shall be replaced with the Annexures appended to this amendment agreement.

2. Section 2.3 (b) of the ADR Purchase Agreement the amount “USD 6,488,362 (US Dollars Six Million Four Hundred Eighty Eight Thousand Three Hundred Sixty Two Only)” shall be replaced with “USD 6,835,929 (US Dollars Six Million Eight Hundred Thirty Five Thousand Nine Hundred Twenty Nine only)”.

3. Section 2.4 of the ADR Purchase Agreement the date “September 25, 2004” shall be replaced with “October 23, 2004”.

4. This Amendment Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

5. This Amendment Agreement may not be modified or waived except in writing executed by all parties to this Agreement.

6. This Amendment Agreement shall be governed by the laws of India.

[signature page on following page]

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be executed on the day and year first written above.

XXXXX XXXXXX REPRESENTED BY HIS

CUSTODIAN XXXXXX XXXXXX

/s/    XXXXXX XXXXXX

XXXXX XXXXXX REPRESENTED BY HIS

CUSTODIAN XXXXXX XXXXXX

/s/    XXXXXX XXXXXX

XXXXXX XXXXXX

/s/    XXXXXX XXXXXX

XXXXXXXX XXXXXX

/s/    XXXXXXXX XXXXXX

XXXX XXXXX

/s/    XXXX XXXXX

XXXXX XXXXXXXX

/s/    XXXXX XXXXXXXX

iGATE CORPORATION
By:		/s/    XXXXXXX X. XXXXX
		Name: Xxxxxxx X. Xxxxx
		Title: CFO
QUINTANT SERVICES LIMITED
By:		/s/    XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Authorised Signatory

Annexure A

Details with respect to the ADR Purchase

Name		No. of Quintant ADRs to be encashed		Cash to be paid (In ‘USD)
Xxxxx Xxxxxx represented by his custodian Xxxxxx Xxxxxx		10000		3,095,934
Xxxxx Xxxxxx represented by his custodian Xxxxxx Xxxxxx		10000		3,095,934
Xxxx Xxxxx		5833		1,805,860
Xxxxx Xxxxxxxx		5833		1,805,860
Total		31666		9,803,588

Annexure B

Details with respect to consideration to be paid to the Selling ADR holders upon the

signing of this Agreement

Name		Cash to be paid (In ‘USD)
Xxxxx Xxxxxx represented by his custodian Xxxxxx Xxxxxx		986,034
Xxxxx Xxxxxx represented by his custodian Xxxxxx Xxxxxx		986,034
Xxxx Xxxxx		641,132
Xxxxx Xxxxxxxx		354,459
Total		2,967,659

Annexure C

Details with respect to the consideration to be paid to the Selling ADRholders upon Closing

Name		Cash to be paid (In ‘USD)
Xxxxx Xxxxxx represented by his custodian Xxxxxx Xxxxxx		2,109,900
Xxxxx Xxxxxx represented by his custodian Xxxxxx Xxxxxx		2,109,900
Xxxx Xxxxx		1,164,728
Xxxxx Xxxxxxxx		1,451,401
Total		6,835,929