AGREEMENT

Exhibit 10.1

AGREEMENT

between

DIRECT RESOURCES SCOTLAND LIMITED

and

HEAD RESOURCING LIMITED

April 21, 2004

Relative to: Sale of Business and Assets

Wright, Johnston & Mackenzie

Solicitors

302 St Vincent Street

Glasgow

G2 SRZ

(Ref: D.1085.4/GB)

WHEREAS the Seller has agreed to sell to the Purchaser the Assets (defined below) and to transfer the Business (defined below) as a going concern to the Purchaser on the terms of this Agreement.

IT IS AGREED as follows:

“the Assets” means:

“the Assignation” means the assignation in the form of Schedule Part 2 of all the Contracts that are capable of assignation without the consent of other parties;

“the Business” means the contract supply of expert contractors to customers;

“Completion” means completion of the sale and purchase hereby agreed to be made;

“Completion Date” means 21st April 2004;

“Consideration” means the amount payable for the Business and Assets in terms of clause 3;

“the Contracts” means placement contracts with third parties as detailed in the Schedule Part 1;

“Contracts Transfer Date” means lst April 2004;

“Customer lists” means the third parties with whom the Seller has had contracts of the nature of the Contracts in the period of three years prior to Completion;

“the Database” means, subject to Clause 2.3, a copy of the Seller’s database of clients and candidates (principal retained by iGATE), together with the Dell Poweredge 4600 Server and Dell Poweredge 2500 Server and 7 Trisys software licenses (so far as assignable);

“the Effective Date” means commencement of business on 28th April 2004;

“iGATE” means the group of companies whose ultimate parent is the iGate Corporation being a United States of America registered corporation;

“Interest” means 2% above Bank of Scotland base lending rate applicable from time to time;

“the Schedule” means the schedule annexed hereto;

“the Trading Name” means “Direct Resources” including the right of the Purchaser to represent itself as carrying on the Contracts in succession to the Seller; and

“the Transfer Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended).

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Lloyds TSB, Hanover Street, Edinburgh

Account No.: 00532897

Sort code: 30 25 81

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Subject to clause 6, no warranty or assurance is given or implied by the Seller (other than as may be required by law) as to the condition, quality or fitness of the Assets.

In so far as any of the Contracts are not assignable to the Purchaser without the agreement of or novation by or consent to the assignation from another party, this agreement shall not constitute an assignation or attempted assignation if such assignation or attempted assignation would constitute a breach of such Contracts. In the event that consent or novation is required to such assignation:

The Seller will be entitled to invoice customers for all supply before the Contracts Transfer Date and the Purchaser will be entitled to invoice customers for all supply after the Contracts Transfer Date. For the avoidance of doubt the Seller will be entitled to invoice for any permanent placement confirmed prior to Completion (even though the start date is after the date of Completion).

If customers settle in error with the Purchaser for pre Contracts Transfer Date invoices, the Purchaser will account to the Seller within 7 days failing which Interest will be payable.

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If customers settle in error with the Seller for post Contracts Transfer Date invoices (except relating to permanent placements), the Seller will account to the Purchaser within 7 days failing which Interest will be payable.

At Edinburgh on 21th April 2004 signed for and on behalf of Direct Resources Scotland Limited by:

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At Edinburgh on 2lst April 2004 signed for and on behalf of Head Resourcing Limited by:

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