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                                                                    EXHIBIT 10.8

                                                                 Agreement No. 1

                             ARISTASOFT CORPORATION

                         APPLICATION SERVICES AGREEMENT

This APPLICATION SERVICES AGREEMENT ("Agreement") is made effective as of
December 23rd, 1999 ("Effective Date"), by and between AristaSoft Corporation
("AristaSoft"), a California corporation, having its principal place of business
at 1300 Charleston Road, Mountain View, CA 94043 and Turnstone Systems, Inc.
("Customer"), a Delaware corporation, having its principal place of business at
274 Ferguson Drive, Mountain View, CA 94043. The terms of this Agreement shall
apply to all services provided by AristaSoft under this Agreement.

1. DEFINITIONS

        1.1 "Charter Customer" means Customer is part of the initial set of
AristaSoft customers. Charter Customers have access to special terms and
conditions not available to all customers. The special terms include, but are
not limited to, pricing and protection clause described in this Agreement and
its attached Schedules.

        1.2 "Derivative Works" means a modification of an existing work
protected by a copyright in the name of AristaSoft or a licensor of the
Software, but excluding any Customer Data (as defined hereinafter) or reports
that are created by the Customer using the Software. For the purpose of this
Agreement, Software shall be deemed to include any Derivative Works of the
Software.

        1.3 "Designates" means those Customers' customers, suppliers, vendors,
benefits providers and other such external parties whose access to the Software
is necessary to effect Customer's business purposes for which Software is
provided.

        1.4 "Documentation" means the guides and manuals for use of the
Software. Documentation is provided in whatever form is generally available to
users of the Software.

        1.5 "Servers" means the host-processing computer hardware servers that
are customized, installed, managed, maintained and supported by AristaSoft.

        1.6 "Software" shall mean the computer software, as specified in
Schedule A and including any other Server software used by AristaSoft to provide
the Service, in object code form owned or distributed by AristaSoft for which
Customer is granted access pursuant to this Agreement, and the media,
Documentation, Upgrades and Updates thereof.

        1.7 "Update" shall mean a subsequent release of the Software containing
minor corrections, bug fixes, and other modifications that do not meet the
definition of Upgrades and are generally made available for the Software without
additional charge. Update shall not include any release, option or future
product that AristaSoft provides and prices separately.

        1.8 "Upgrade" shall mean modifications which provide new or improved
features, functionality, or performance for the Software and are priced
separately by the owner of the Software.

        1.9 "User," as further specified in Schedule A shall mean an individual
authorized by Customer to access the Software, regardless of whether the
individual is actively using the Software at any given time.

2. ARISTASOFT APPLICATION SERVICES

        2.1 AristaSoft offers an information processing service that is
delivered over a private dedicated network and the Internet to its Customers,
giving them access to the Software hosted on AristaSoft's Servers to support the
customers' internal business information processing activities.

        2.2 Subject to the terms and conditions of this Agreement, AristaSoft
will provide to Customer the following services (collectively the "Services"):

                i. AristaSoft will provide Customer with remote access to
Servers controlled by AristaSoft on which AristaSoft hosts the Software which
shall be specifically listed in Schedule A - Service Order Form.

                ii. AristaSoft will provide Customer with certain hardware,
software, and customer support

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services for the Software (the "Support Services") which shall be specifically
listed in Schedule B - Software Access and Support Services Schedule.

                iii. AristaSoft will provide Customer with consulting services
associated to the implementation of the Software and the on-going integration
and operation of the Software with Customer's business processes which shall be
provided in accordance with Schedule C - Consulting Services Schedule.

        2.3 Access. AristaSoft will provide Customer with the ability to
remotely access the Software hosted on the Servers, as of the date that
installation and implementation is completed (the "Initial Access Date"). Such
access shall be provided on a twenty-four hours-a-day, seven days-a-week basis,
except during scheduled and unscheduled maintenance downtime. AristaSoft will
use best efforts to perform any scheduled downtime outside of normal business
hours. Notwithstanding the foregoing, Customer will be able to remotely access
the Software for not less than 99% of the scheduled available time, with the
exception of telecommunication company service problems, software defects, any
problems caused by Customer, and any other forces beyond the immediate control
of AristaSoft.

        2.4 Network Equipment. AristaSoft will provide network hardware and
software to be used on Customer's premises to access the Software hosted by
AristaSoft (the "Equipment"). AristaSoft retains exclusive and complete
ownership of the Equipment including all rights, title and interest thereto.
Customer shall provide to AristaSoft reasonable electronic and physical access
to the Equipment. Customer is responsible for the physical security of the
Equipment and will carry both general liability and property casualty insurance
policies in amounts sufficient for the replacement of the Equipment. Relocation
of the Equipment outside the continental United States is prohibited. Relocation
of the Equipment within the continental United States is permitted upon sixty
(60) days prior written notice to AristaSoft. Customer will be required to
provide space, power, and physical security on Customer's own file servers and
personal computers to support various aspects of AristaSoft hosting. AristaSoft
will determine the exact configuration and amount of space.

3. ACCESS TO SOFTWARE

        3.1 Pursuant to the terms and conditions herein, including those in any
attached Schedules, AristaSoft grants to Customer, its Users, and its
Designates, a non-exclusive, non-transferable right to access and use the
Software as described in Schedule A, in accordance with the associated
Documentation, solely in connection with Customer's business operations. The
foregoing license is only granted for the duration of the Term set forth in
Schedule A.

        3.2 Access exclusions. Except as expressly authorized herein, Customer
shall not:

                i. Authorize or permit Designates to access the Software other
than in connection with Customer's internal data processing operations.

                ii. Copy, except for backup purposes, assign, relicense or
sublicense the Software or the use of the Software; or

                iii. Reverse engineer, reverse compile or reverse assemble the
Software.

        3.3 AristaSoft or its licensors shall retain all title, copyright and
other proprietary rights in the Software and Derivative Works. Customer does not
acquire any implied rights to the Software or the Derivative Works.

        3.4 Data and Documents Resulting from the Software. Customer shall be
free to use any customer data, such as customer data in databases or reports,
that are used in connection with, or created as a by-product of, the Software
("Customer Data"). Customer retains all right, title and interest to Customer
Data except as to preexisting portions of the Software included in the Customer
Data.

4. CUSTOMER'S OBLIGATIONS

        4.1 Customer shall fulfill its obligations as specified in Schedules B
and C or as may be supplemented or modified according to the guidelines set
forth in Schedules A, B, or C and mutually agreed to by the parties hereto.

5. CONFIDENTIALITY

        5.1 Confidential Information. Each party acknowledges that it will have
access to certain confidential information of the other party ("Confidential
Information") including the Software, the terms and pricing under this
Agreement, and all materials or information clearly identified as confidential.
Each party agrees that during the Term,

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and for two (2) years after the expiration or termination of this Agreement, (a)
it will hold the Confidential Information of the other party in confidence with
at least the same level of care as it uses for its own confidential information
of the same nature, but not less than a reasonable level of care; (b) it will
not use it, for its own account or the account of any third party, except as
expressly permitted by this Agreement, (c) unless required by law, it will not
disclose it to any third party, except that party's attorneys, accountants and
other advisors as reasonably necessary.

        5.2 Confidentiality of Customer Data. AristaSoft will treat with utmost
confidentiality the Customer Data and documents resulting from the Software,
according to Section 3.4. The Customer Data is the sole and exclusive property
of the Customer, and AristaSoft will not have any rights, title or interest to
Customer Data. Should AristaSoft require access to the Customer Data in order to
fulfill its own duties under this Agreement, Customer will permit such access,
as reasonable under the circumstances, to specifically identified AristaSoft
personnel. As a precondition for access by such personnel, each must first agree
in writing to maintain the confidentiality of any Customer Data to which they
are exposed no less stringently than as required by this Agreement. Should
AristaSoft be required to give access to Customer Data to any of its
subcontractors, vendors, Software licensors or any other third party in order to
fulfill AristaSoft's own duties under this Agreement, Customer will permit such
access, as reasonable under the circumstances, to specifically identified third
parties. As a precondition for access by such third party, each must first agree
in writing to maintain the confidentiality of any Customer Data to which they
are exposed no less stringently than as required by this Agreement. AristaSoft
will not use any information of the Customer in any manner except as necessary
to fulfill its obligations under this Agreement.

        5.3 Exceptions. Information will not be deemed Confidential Information
hereunder if such information: (i) is known to the receiving party prior to
receipt from the disclosing party directly or indirectly from a source other
than one having an obligation of confidentiality to the disclosing party; (ii)
becomes known (independently of disclosure by the disclosing party) to the
receiving party directly or indirectly from a source other than one having an
obligation of confidentiality to the disclosing party; (iii) becomes publicly
known or otherwise ceases to be secret or confidential, except through a breach
of this Agreement by the receiving party; or (iv) is independently developed by
the receiving party.

6. FEES AND BILLING

        6.1 Customer will pay all fees incurred pursuant to Schedules A and C.

        6.2 Unless otherwise specified in either Schedules A or C, AristaSoft
will invoice Customer monthly, one month in advance of actual service delivery.
All invoices are due and payable in full within 30 days of date of invoice.
Application access fees will begin to accrue on the Initial Access Date. Any
increases in fees due to additional Users, or any other adjustments in fees,
will be reflected in subsequent invoices. Any invoice not paid within 15 days of
the due date will be deemed late, and will accrue late charges as of the date
due. Late charges shall be at a rate of 1 1/2% per month, or the maximum rate
allowed under law, whichever is lower, from the date such payment was due until
the date paid.

        6.3 Customer shall be responsible for all sales taxes, use taxes and any
other similar taxes and charges of any kind imposed by any federal, state or
local governmental entity on the transactions contemplated by this Agreement,
excluding only U.S. taxes based solely upon AristaSoft's income. When AristaSoft
has the legal obligation to pay or collect such taxes, the appropriate amount
shall be invoiced to and paid by Customer unless Customer provides AristaSoft
with a valid tax exemption certificate authorized by the appropriate taxing
authority.

7. WARRANTIES AND REMEDIES

        7.1 AristaSoft warrants that: (a) it has rights to the Software to the
extent required to grant Customer the rights granted herein; (b) it otherwise
has the full right and authority to enter into this Agreement; (c) it has full
right and authority to make any representations in Schedules A or B referring to
the licensor of the Software.

        7.2 Software. AristaSoft warrants that during the term of this
Agreement: (a) the Software will perform in accordance with the published
product specifications in effect from time to time; (b) the Software will
continue to function after January 1, 2000 in the same manner as they functioned
on December 31, 1999; and (c) the Documentation produced by AristaSoft,
including manuals and training materials, are accurate and correct in all
material respects.

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AristaSoft will correct any material nonconformance to the most current version
of the Software at no additional cost to the Customer. Customer shall notify
AristaSoft of such nonconformance in reasonably sufficient detail to allow
AristaSoft, or its business partners, to duplicate the nonconformity.

        7.3 PRODUCTS COVERED UNDER THIS AGREEMENT MAY CONTAIN OR BE DERIVED FROM
SOFTWARE PROVIDED BY THIRD PARTIES UNDER LICENSE TO ARISTASOFT. Customer shall
have the benefit of any warranties retaining thereto that are available to
AristaSoft, provided however, that Customer's remedy for breach of any such
warranty shall be solely against AristaSoft.

        7.4 The warranties given herein only apply during the Term of this
Agreement, as provided in Schedule A.

        7.5 Services. AristaSoft represents and warrants that the Services shall
be performed in a professional and workmanlike manner in accordance with
applicable professional standards consistent with industry practices.

        7.6 Limitation of Performance Warranties. These warranties are subject
to Customer fulfilling its obligations under the terms of this Agreement as
described in Schedules A and B. THESE WARRANTIES DO NOT APPLY TO ANY ARISTASOFT
PRODUCTS OR SERVICES THAT EXPRESSLY EXCLUDE THIS WARRANTY (AS DESCRIBED IN THE
SPECIFICATION SHEETS FOR SUCH PRODUCTS AND SERVICES).

        7.7 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS
SECTION 7, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND
CUSTOMER'S USE OF THE SOFTWARE AND SERVICES IS AT ITS OWN RISK. ARISTASOFT AND
ITS LICENSORS DO NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE, OR TRADE PRACTICE.

8. LIMITATIONS OF LIABILITY

        8.1 In no event shall either party be liable for any consequential,
exemplary, indirect, special or incidental damages, or damages for loss of
profits, revenue, data or use, incurred by either party or any third party,
whether in an action in contract or tort, even if the other party has been
advised of the possibility of such damages.

        8.2 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT ARISTASOFT'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO, OR IN
CONNECTION WITH, THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY
CUSTOMER TO ARISTASOFT HEREUNDER FOR THE [***] PERIOD, AND IF SUCH DAMAGES
RESULT FROM CUSTOMER'S USE OF A SPECIFIC SERVICE, SUCH LIABILITY SHALL BE
LIMITED TO FEES PAID FOR THE SERVICE GIVING RISE TO THE LIABILITY. CUSTOMER'S
MAXIMUM AGGREGATE LIABILITY TO ARISTASOFT RELATED TO, OR IN CONNECTION WITH,
THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID TO ARISTASOFT HEREUNDER
FOR THE [***] PERIOD.

        8.3 The provisions of this Agreement allocate the rights between
Aristasoft and Customer. Aristasoft's pricing reflects this allocation of risk
and the limitation of liability specified herein.

9. INDEMNIFICATION

        9.1 Indemnification of Customer. AristaSoft will indemnify, defend and
hold harmless Customer, its employees, officers, directors, and agents, from and
against any and all costs, liabilities, losses, and expenses (including, but not
limited to, reasonable attorneys' fees) (collectively, "Losses"): (i) resulting
from any claim, suit, action, or proceeding (each, an "Action") brought against
Customer alleging the infringement of any third party trade secret, U.S.
copyright, or registered trademark resulting from the provision of the Services
pursuant to this Agreement; (ii) any damage arising from the breach of
AristaSoft's representations and warranties in this Agreement; (iii) any damage
or destruction to the Customer Data caused in whole or in part by AristaSoft; or
(iv) any other damage arising out of AristaSoft's acts or failure


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to act provided that: (1) Customer notifies AristaSoft in writing within thirty
(30) days of receiving notice of such Action; (2) AristaSoft has sole control of
the defense and all related settlement negotiations; and (3) Customer provides
AristaSoft with the assistance, information and authority necessary to perform
its obligations under this Section. AristaSoft shall reimburse Customer for
reasonable out-of-pocket expenses incurred by Customer in providing such
assistance. AristaSoft may not settle or compromise any claim in a manner which
requires Customer to assume liability or pay money or which subjects Customer to
injunctive relief without Customer's express written consent. AristaSoft shall
have no liability for any claim of infringement based on use of a superseded or
altered release of Software and Services if the infringement would have been
avoided by the use of a current unaltered release of the Software and Services
that AristaSoft provides to Customer.

        9.2 If the Software is held, or is reasonably believed by AristaSoft, to
infringe the intellectual property rights of a third party, AristaSoft shall
have the option, at its expense, to (a) modify the Software to be noninfringing;
(b) obtain for Customer a license to continue using the Software; or (c)
terminate the license for the infringing Software.

        9.3 Indemnification of AristaSoft. Customer will indemnify, defend and
hold AristaSoft harmless from and against any and all Losses resulting from or
arising out of any Action brought by a third party against AristaSoft alleging:
(i) defamation, libel, slander, obscenity, pornography, or violation of the
rights of privacy or publicity; (iii) spamming, or any other offensive,
harassing or illegal conduct; (iv) any damage or destruction to the Customer
Data or the equipment of AristaSoft caused in whole or in part by Customer or
Customer's Designees; (v) any other damage arising from the breach of Customer's
representation and warranties in this Agreement, or from Customer's acts or
failure to act provided that (1) AristaSoft notifies Customer in writing within
thirty (30) days of the claim; (2) Customer has sole control over the defenses
and all related settlement negotiations; and (3) AristaSoft provides Customer
with the assistance, information and authority necessary to perform its
obligations under this Section 9.3. Customer shall reimburse AristaSoft's
reasonable out-of-pocket expenses incurred in providing such assistance.

10. TERM AND TERMINATION

        10.1 Term. This Agreement will be effective for three (3) years after
the Effective Date (the "Initial Term"), unless otherwise specified for relevant
services in Schedule A. This Agreement will automatically renew for additional
terms of one (1) year unless otherwise specified in, or terminated pursuant to,
the applicable Schedule A.

        10.2 Direct License Conversion. At the end of the Initial Term, Customer
may choose to directly license the Software from AristaSoft's licensor rather
than renew this Agreement and applicable Schedules. In such case, Customer must
provide AristaSoft with written notice of this choice not later than four (4)
months prior to expiration of the Initial Term. AristaSoft shall provide
Customer with consulting services, at a reasonable cost mutually agreed by both
parties, sufficient to accomplish Customer's transition to a direct license of
the Software, including operational start-up of the necessary hardware
components.

        10.3 Termination for Convenience. Customer may terminate this Agreement
for convenience as specified for relevant services in Schedules A through C. All
application access fees, if any, for the remaining period of the contract under
this Agreement will be due and may be paid [***] payment in the same amount that
would be due if this Agreement were not terminated. [***]. Notwithstanding the
foregoing, Customer's payment obligations for [***] fees shall not include any
[***] that otherwise would be due if this Agreement were not terminated. All
other payment obligations for relevant services as specified in this Agreement
will be due immediately.

        10.4 Termination for Cause. Either party may terminate this Agreement
if: (i) the other party breaches any material term or condition of this
Agreement and fails to cure such breach within ninety (90) days after receipt of
written notice of the same, except in the case of failure to pay fees, which
must be cured within ten (10) days after receipt of written notice from
AristaSoft; provided, however, that Customer [***], in which case no breach
shall occur until [***]; (ii) the other party becomes the subject of a voluntary
petition in bankruptcy or any voluntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors if


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such petition or proceeding is not dismissed within sixty (60) days of filing.

        10.5 Termination for Failure to Meet Software Access Performance
Standards. If AristaSoft fails to meet the Software Access Performance Standards
described in Schedule B for any three (3) consecutive months or any four (4)
months during a one (1) year period, Customer may terminate this Agreement and
all attached Schedules pursuant to Section 10.4, or substitute for this
Agreement and all attached Schedules a direct license with AristaSoft's licensor
of the Software. In the latter event, AristaSoft shall provide Customer with
consulting services, [***], sufficient to accomplish Customer's transition to a
direct license of the Software [***]. Pricing of the direct license shall be
pursuant to Section 10 of Schedule A.

        10.6 Termination Upon Change of Control. In the event that AristaSoft is
acquired, is not the surviving entity in a merger, or sells the assets relevant
to this Agreement and the attached Schedules, Customer may terminate this
Agreement and all attached Schedules pursuant to Section 10.4, or substitute for
this Agreement and all attached Schedules a direct license with AristaSoft's
licensor of the Software. In the latter event, AristaSoft's successor shall
provide Customer with consulting services, [***], sufficient to accomplish
Customer's transition to a direct license of the Software [***]. Pricing of the
direct license shall be pursuant to Section 10 of Schedule A.

        10.7 Effect of Termination. Upon the effective date of expiration or
termination of this Agreement, subject to Section 10 of Schedule A, AristaSoft
will cease providing the Services. Immediately thereafter AristaSoft will
provide: (i) Customer with electronic copies from the full backup of the most
recent Customer Data and instructions, so that Customer may restore the data
into an AristaSoft similar server hardware environment; (ii) the necessary
customization of the Software provided that Customer has agreed to pay a special
termination fee, in an amount to be mutually agreed to; and (iii) the
specifications for the hardware and software environment that would be necessary
for Customer to restore and operate the Software and Customer Data. Within
thirty (30) days after such expiration or termination, but not before the
expiration of any additional period pursuant to Section 10 of Schedule A: (i)
each party agrees to return or destroy all Confidential Information of the other
party in its possession at the time of expiration or termination and will not
make or retain any copies of such Confidential Information except as required to
comply with any applicable legal or accounting record keeping requirement; and
(ii) Customer will return any Equipment provided hereunder and that is located
within its premises or under its control. Termination of this Agreement or any
License shall not limit either party from pursuing other remedies available to
it, including injunctive relief, nor shall such termination relieve Customer's
obligation to pay all fees that have accrued or are otherwise owed by Customer
under any Schedule A or C. Subject to Section 10 of Schedule A, Customer shall
cease access to the Software, and certify to AristaSoft within one month after
expiration or termination that Customer has destroyed or has returned to
AristaSoft all copies of the Software, if any. This requirement applies to
copies in all forms, partial and complete, in all types of media and computer
memory, and whether or not modified or merged into other materials.

        10.8 Survival. The following provisions will survive any expiration or
termination of the Agreement: Sections 5, 7, 8, 9, 10, and 11.

11. MISCELLANEOUS PROVISIONS

        11.1 Marketing Programs:

                i. Joint Press Release. Customer agrees to participate with
AristaSoft in a joint press release ("Press Release"). The Press Release will be
issued on a mutually agreed upon date or the first business day following the
ninetieth (90th) day after the Effective Date, whichever is earlier. Customer
and AristaSoft must both approve the Press Release in advance, such approval not
to be unreasonably delayed or withheld.

                ii. Customer Success Story. Subject to its satisfaction with the
Services, Customer agrees to be the subject of a AristaSoft "Customer Success
Story", although any such material released to the public or press by AristaSoft
which mentions or discusses Customer is subject to Customer's prior approval,
which shall not be unreasonably delayed or withheld. AristaSoft may write a
collateral piece discussing Customer's business and use of Services and its
impact on Customer's business. The Customer Success Story will be delivered to
Customer for review on a mutually agreed upon date, not to exceed ninety (90)
days after the Effective Date.


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                iii. Customer Reference. Subject to its own resource constraints
and satisfaction with the Services provided by AristaSoft hereunder, Customer
consents to AristaSoft identifying it as a reference for AristaSoft customer
prospects' inquiries and press inquiries. It is understood that this will be a
controlled effort and will be managed to ensure minimum impact on Customer. The
objective focuses on Customer discussing its use of AristaSoft service in
addition to the positive experiences and support provided in the working
relationship with AristaSoft. Customer's obligation under this provision is
entirely voluntary, and the parties agree that Customer's refusal to perform
under this provision shall not constitute a breach of this Agreement

                iv. Customer Acknowledgement: Customer agrees that AristaSoft
can disclose Customer as a customer of AristaSoft.

        11.2 Force Majeure. Except for the obligation to pay money, neither
party will be liable for any failure or delay in its performance under this
Agreement due to any cause beyond its reasonable control, including acts of God,
earthquake, flood, war, embargo, riot, sabotage, labor shortage or dispute,
governmental act or failure of the Internet, provided that the delayed party:
(a) gives the other party prompt notice of such cause, and (b) uses reasonable
commercial efforts to correct promptly such failure or delay in performance. If
the interruption exceeds thirty (30) days, either party may terminate this
Agreement without any liability to the other party for such termination.

        11.3 Government Regulations. Customer will not export, re-export,
transfer, or make available, whether directly or indirectly, any regulated item
or information to anyone outside the United States in connection with this
Agreement without first complying with all export control laws and regulations
which may be imposed by the United States Government and any country or
organization of nations within whose jurisdiction Customer operates or does
business.

        11.4 Non-Solicitation. During the term of this Agreement, and for one
year after the termination or expiration of this Agreement in accordance with
its terms, each party will not directly or indirectly, solicit, or attempt to
solicit, for employment any persons employed by the other party in the
performance or supervision of the Services for the other party during such
period.

        11.5 Governing Law. This Agreement is made under, and will be governed
by and construed in accordance with, the laws of the State of California (except
that body of law controlling conflicts of law) and specifically excluding from
application to this Agreement that law known as the United Nations Convention on
the International Sale of Goods.

        11.6 Arbitration. Any dispute relating to the terms, interpretation or
performance of this Agreement (other than claims for preliminary injunctive
relief or other pre-judgment remedies) will be resolved at the request of either
party through binding arbitration. Arbitration will be conducted in Santa Clara
County, California, under the rules and procedures of the Judicial Arbitration
and Mediation Society ("JAMS"). The parties will request that JAMS appoint a
single arbitrator possessing knowledge of online services agreements; however,
the arbitration will proceed even if such a person is unavailable.

        11.7 Severability. If a tribunal of competent jurisdiction holds any
provision of this Agreement to be contrary to the law, the remaining provisions
of this Agreement will remain in full force and effect, and the illegal
provision will be replaced with a legal provision that incorporates the original
intent of the parties.

        11.8 Waiver. The waiver of any breach or default of this Agreement will
not constitute a waiver of any subsequent breach or default, and will not act to
amend or negate the rights of the waiving party.

        11.9 Assignment. Neither party may assign its rights or delegate its
duties under this Agreement either in whole or in part without the prior written
consent of the other party, except as part of a corporate reorganization,
consolidation, merger, or sale of substantially all of its assets. Any attempted
assignment or delegation without such consent will be void. This Agreement will
bind and inure to the benefit of each party's successors and permitted assigns.

        11.10 Notices. Any notice or communication required or permitted to be
given hereunder may be delivered by hand, deposited with an overnight courier,
or mailed by registered or certified mail, return receipt requested, postage
prepaid, in each case to the address of the receiving party indicated on the
signature page hereof, or at such other address as may hereafter be furnished in
writing by either party hereto to the other. Such notice will be deemed to have
been given as of the date it is delivered, mailed or sent, whichever is earlier.
To expedite communications, each party agrees to treat

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documents faxed or e-mailed as original documents; nevertheless, each party may
require the other to exchange original signed documents.

        11.11 Relationship of Parties. AristaSoft and Customer are independent
contractors and this Agreement will not establish any relationship of
partnership, joint venture, employment, franchise or agency between AristaSoft
and Customer. Neither AristaSoft nor Customer will have the power to bind the
other or incur obligations on the other's behalf without the other's prior
written consent, except as otherwise expressly provided herein.

        11.12 Entire Agreement; Counterparts. This Agreement, including these
general terms and conditions, the Schedules and exhibits thereto, and all other
documents incorporated herein by reference, constitutes the complete and
exclusive agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces any and all prior or contemporaneous
discussions, negotiations, understandings and agreements, written and oral,
regarding such subject matter. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.

        11.13 Attachments. The following documents are attached hereto as
Schedules, and are incorporated by reference in their entirety:

         - Schedule-A (Application Services Order Form)

         - Schedule-B (Software Access and Support Services Schedule)

         - Schedule-C (Consulting Services Schedule)

        11.14 IMPORTANT-THIS ARISTASOFT SERVICE AGREEMENT IS A LEGAL AGREEMENT
BETWEEN CUSTOMER AND ARISTASOFT CORPORATION FOR THE ARISTASOFT SERVICES
IDENTIFIED ABOVE, INCLUDING THOSE SET FORTH IN RELATED SCHEDULES. BY USING THESE
SERVICES YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF
THE DATE FIRST ABOVE WRITTEN. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, PROMPTLY RETURN THE UNUSED MATERIAL RELATED TO THE SERVICES TO
ARISTASOFT CORPORATION.


Accepted and Agreed:

CUSTOMER                                    ARISTASOFT

By:                                         By:
   --------------------------------            ---------------------------------

Print Name:                                 Print Name:
           ------------------------                    -------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------



                                      -8-
<PAGE>   9

                                   SCHEDULE A

                         APPLICATION SERVICES ORDER FORM

This Schedule A, Application Services Order Form, is attached to, and governed
by, the terms and conditions as set forth in the AristaSoft Corporation
Application Services Agreement No. 1, dated December 23rd, 1999 (the
"Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings used in the Agreement.

                                    SOFTWARE

AristaSoft will provide Customer with remote access to Servers controlled by
AristaSoft on which AristaSoft hosts the following Software:

<TABLE>
<CAPTION>
   VENDOR             SOFTWARE PRODUCT        SOFTWARE APPLICATION
   ------             ----------------        --------------------
<S>                   <C>                     <C>
J.D. Edwards          OneWorld                Foundation
J.D. Edwards          OneWorld                Financial
J.D. Edwards          OneWorld                Logistics/Distribution
J.D. Edwards          OneWorld                Manufacturing
</TABLE>


                             APPLICATION ACCESS FEES

The application access fees for the Software listed in this schedule will be
calculated as per the following fees:

<TABLE>
<CAPTION>
 TYPE OF USER            FEE PER USER PER MONTH
 ------------            ----------------------
<S>                    <C>
Named User             [***]
Moderate User          [***]
Inquiry User           [***]
</TABLE>

1. MINIMUM USERS FOR SOFTWARE.

<TABLE>
<CAPTION>
<S>                                     <C>         <C>
   Number of Minimum Named Users        [***]       [***]
   Number of Minimum Moderate Users     [***]       [***]
   Number of Minimum Inquiry Users      [***]       [***]

   TOTAL MINIMUM USERS                  [***]
   TOTAL MINIMUM MONTHLY FEE            [***]
</TABLE>

2. TERM.

        The term of this Schedule is three (3) years, which shall commence on
the Initial Access Date, as defined in Section 2.3 of the Agreement.


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.
<PAGE>   10

3. ADDITIONAL USER FEES.

        The monthly fee for the minimum Users up to the amount set forth in
Section 1 shall be fixed for the term of this Schedule. Customer may add
additional Users at any time during the term of this Schedule. Monthly fees for
additional Users shall be based on the category of the User (Named, Moderate, or
Inquiry Users as defined below) at the above rates. Customer will use its best
efforts to notify AristaSoft of any changes in the number of Users, (increase or
decrease) 30 days prior to such change. Notwithstanding the foregoing,
AristaSoft will add Users within one business day of written notification by
Customer and delete Users within four (4) hours of written notification from
Customer.

4. USER DEFINITIONS.

        -  A "Named User" shall mean a User of the Software to whom a "user id"
           has been assigned.

        -  A "Moderate User" is a User authorized to use the Software only to
           complete the following tasks: time entry, address book, calendar
           approvals, approvals and processing of procurement and sales orders,
           work order approval and entry, and job completion and job status
           functions.

        -  An "Inquiry User" is a User accessing the Software for inquiry and
           information retrieval purposes only.

        AristaSoft will tailor application restrictions for individual Users at
Customer's written request.

5. NETWORK & INFRASTRUCTURE SET-UP FEE.

        AristaSoft will perform network and infrastructure set-up at the premise
of Customer's principal place of business. Additional Customer premises may
receive the Services at a charge of [***] for the complete delivery,
installation, and configuration of Equipment, provided that such additional
premises are within the greater San Francisco Bay area. This charge includes
installation of communications lines and associated termination and local
hardware and software. Customer must provide AristaSoft no less than sixty (60)
days notice before the desired installation date. AristaSoft will invoice
Customer for this fee upon completion of installation, including successful
testing and Customer acceptance of Services to be provided.

6. TELECOMMUNICATIONS USAGE COSTS.

        AristaSoft will be responsible for the initial telecommunications
connection and recurring telecommunications costs for usage of the communication
line. AristaSoft is responsible for the telecommunications provider relationship
and maintenance of the line. AristaSoft will include a backup communication line
to mitigate line outage problems.


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

                                      -2-
<PAGE>   11

7. SERVERS.

        AristaSoft will be responsible for providing Servers to host the
Software. The Servers will be provisioned, installed, managed, backed-up,
maintained, and controlled by AristaSoft to ensure proper and adequate operation
of the Software.

8. SOFTWARE MANAGEMENT.

        AristaSoft will be responsible for managing the Software hosted on the
Servers. Software management will include but is not limited to Software
administration, Software security, Software performance tuning, network
administration, and Software maintenance.

9. DATA CENTER FACILITY.

        AristaSoft will be responsible for locating the Servers in a Data Center
facility that provides proper and adequate environment for operation of the
Servers including but not limited to capabilities such uninterrupted power
supply, back-up power systems, access to alternate power grid, redundant fire
suppression system, 24-hour physical security systems with automatic
surveillance and intrusion detection, and electronic firewall protection against
unauthorized electronic access.

10. CHARTER CUSTOMER PROTECTION.

        a. UNINTERRUPTED SERVICE PROTECTION

        AristaSoft will ensure an additional [***] of uninterrupted Services for
Customer in the event that either AristaSoft discontinues providing the Services
or Customer terminates the Service Agreement and associated Schedules pursuant
to Sections 10.3, 10.4, 10.5, or 10.6 ("Charter Customer Protection"). The
Charter Customer Protection will consist of:

        1.     Continuation of access to Software

               a. [***]
               b. [***]
               c. [***]
               d. [***]
               e. [***]

        2.     Porting of Customer Data to environment specified by Customer

               a. [***]
               b. [***]

        AristaSoft will provide Customer with written certification of such
agreements from its key suppliers not later than sixty (60) days after the
Effective Date of the Agreement.


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

                                      -3-
<PAGE>   12

        b. TRIAL ACCEPTANCE PERIOD

        Customer shall have [***] after the Initial Access Date in which to
assess, in its sole discretion, Software Access Performance and the quality of
AristaSoft's Support Services (the "Trial Acceptance Period"). At any time
during the Trial Acceptance Period, Customer may provide AristaSoft with written
notice of termination of the Agreement and all attached Schedules, which shall
be treated as a termination pursuant to Section 10.5 of the Agreement, and
Customer shall be entitled to the remedies provided by that Section.

        c. DIRECT LICENSE OPTION

        Customer will have the option to directly license the Software listed in
this Schedule from AristaSoft's licensor [***] if: a) Customer discontinues the
Services for any reason during the [***] acceptance period outlined above; or b)
AristaSoft discontinues the Services for any reason, including a bankruptcy or
reorganization but excluding Customer's material breach of the Agreement, during
the term of this Schedule. For purposes of this provision, [***].

Accepted and Agreed:

CUSTOMER                                    ARISTASOFT

By:                                         By:
   --------------------------------            ---------------------------------

Print Name:                                 Print Name:
           ------------------------                    -------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

                                      -4-
<PAGE>   13

                                   SCHEDULE B

                  SOFTWARE ACCESS AND SUPPORT SERVICES SCHEDULE

        This Schedule B, Software Access and Support Services Schedule, is
attached to, and governed by, the terms and conditions as set forth in the
AristaSoft Corporation Application Services Agreement No. 1, dated December
23rd, 1999 (the "Agreement"). Capitalized terms not otherwise defined herein
shall have the meanings used in the Agreement.

1. SOFTWARE ACCESS.

        1.1 Access. Subject to the terms and conditions of this Schedule, and
for as long as Customer is granted access per this Agreement, AristaSoft grants
Customer non-exclusive, non-transferable rights to access and use the Software
solely for Customer's own internal business processing operations; and solely by
the number of authorized users of the Software identified in Schedule A to the
Agreement and any additional User added by Customer during the term of this
Agreement.

        1.2 Restrictions. During the term of this Agreement, Customer will not:
(i) disassemble, reverse engineer, decompile, or otherwise attempt to derive
source code from the Software; modify, adapt, create derivative works based
upon, or translate the Software; (ii) copy, install or use the Software on any
of its computer systems, servers, or networks; (iii) transfer, lease, loan,
resell for profit, distribute or otherwise grant any rights in the Software in
any form to any other party, including commercial time-sharing, rental, or
service bureau use.

        1.3 Ownership. The right to access the Software is not a license sale
and does not convey any rights of ownership in or to the Software. AristaSoft is
not granting Customer any rights whatsoever in the Software source code. All
right, title, and interest in the Software and any Updates, Upgrades or
modifications thereof, or in any ideas, know-how, and programs developed by
AristaSoft or its licensor during the term of the Agreement will remain the
property of AristaSoft or its licensor. All right, title, and interest in
Customer Data will remain the property of Customer

2. DESIGNATED CONTACTS.

        2.1 AristaSoft Contacts. AristaSoft will designate one primary and one
alternate contact per functional area of the Software (for example: Financial,
Distribution/Logistics, Manufacturing) for Customer to communicate with for
customer support service.

3. SUPPORT SERVICES.

        3.1 Software Management Services. AristaSoft will locate the Servers
where the Software is hosted in a Data Center. AristaSoft will provide
performance analysis and tuning services, hardware preventative maintenance, and
regular back-up services. With respect to the Software, AristaSoft will be
responsible for installing and configuring the Software on AristaSoft's Servers.
AristaSoft will answer technical questions by Customer concerning application
functionality of the Software within the scope of this Schedule.


<PAGE>   14


        3.2 Backup Operations. AristaSoft will perform an incremental backup of
its Servers, including Customer Data, on a daily basis and full backup on a
weekly basis. Backup tapes will be stored off-site at a physically secure
location. Customer Data will be archived every six (6) months and available
online for up to eighteen (18) months. AristaSoft will verify its backup
capabilities every six months by restoring the system and Customer Data onto a
duplicate Server.

        3.3 Physical Security. AristaSoft's Data Center is located in a facility
physically secure against unauthorized entry. Only select AristaSoft employees
have access to the Data Center, and Customer access requires an authorized
AristaSoft escort.

        3.4 Electronic Security. AristaSoft's Data Center includes an electronic
"firewall" to prevent unauthorized electronic access. Authorized electronic
access is limited to specific AristaSoft employees.

        3.5 Security Audits. AristaSoft's physical and electronic security
measures will be subject to semi-annual audit by an independent contractor.
AristaSoft will disclose the audit results and corrective actions plan, if any,
to Customer, and will implement reasonable corrective measures recommended by
such results.

        3.6 Upgrades. Upgrades and Updates may be made available to Customer
only when they are made available to AristaSoft by AristaSoft's third party
licensor per the agreement between AristaSoft and its licensor. AristaSoft will
install Upgrades and Updates into live operations once they have been certified
by AristaSoft as being operations-worthy. AristaSoft and Customer will
collaborate concerning the impact of Upgrades and Updates on Customer's business
processes. AristaSoft will make a range of implementation dates for Upgrades
available to Customer, and Customer agrees to implement within a mutually agreed
timeframe.

        3.7 System Maintenance. AristaSoft will implement regularly scheduled
maintenance, application "bug" fixes, software patches, etc. during 12:00 a.m.
to 6:00 a.m. Pacific Time. AristaSoft will report maintenance activities will be
reported to Customer via e-mail in advance. However, unless necessary to ensure
functioning of the Software , no changes to the processing environment or
network will be made during the last week and the first two weeks of every
calendar quarter.

        3.8 Change Support. AristaSoft will provide one hour per month per Named
User as "Change Support" for on-going changes after the Initial Access Date.
These hours expire on a quarterly basis if unutilized. Customer may request
additional hours and these will be charged for on a time and material basis. The
Change Support hours cannot be used to add new modules or build interfaces with
external subsystems, but can be used towards making reasonable incremental
changes over the initial set-up, including: adding new reports, modifying
existing reports, extracting data, modifying existing business process, or
adding new business processes.


                                      -2-
<PAGE>   15

        3.9 Customer Support.

                (a) During the term of this Agreement, AristaSoft will provide
support personnel that will be available during AristaSoft Business Days, and
via the communication methods defined below.

                (b) AristaSoft Business Days. Except for designated holidays and
critical and priority events as described below, standard support hours are
Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time.

                (c) Communication Methods. Customer can communicate with
AristaSoft's service team by phone at 1-800-787-0100 or 1-650-318-9888 or e-mail
at customer.support@aristasoft.com. AristaSoft will inform Customer in writing
of any changes to this number or of additional communication methods.

                (d) Customer Support Services. AristaSoft will provide support
on the use of the Software. Support is provided for the Software only as it is
configured by AristaSoft, and not in any other form, or configuration.
AristaSoft will provide Customer with the following Customer Support Services:

<TABLE>
<S>                           <C>
  Customer Support Calls      Unlimited number of calls for the first 3 months
                              after Initial Access Date 5 calls per Named User
                              per month after Initial Access Date Unlimited
                              calls for a designated Customer contact.

  User Meetings               None

  Conference Calls            Once every calendar quarter

  Site Visits                 Once every six months

  Service Usage Reports       Once per month via e-mail
                              Reports will include information on User access,
                              system uptime, backup, average response time, and
                              customer support call reports
</TABLE>

Adverse Events. AristaSoft will respond to reported adverse events according to
the following protocols mutually defined by Customer and AristaSoft.:

<TABLE>
<CAPTION>
   SEVERITY                     DEFINITION                              RESPONSE TIME
   --------                     ----------                              -------------
<S>             <C>                                          <C>
Critical        Access to the Software is not available to   Corrective actions will commence
                any of Customer's users, including due to    immediately, 24 hours per day, 7
                telecommunications outages/problems.         days per week, with the objective
                                                             to resume availability within 8
                                                             hours.

Priority        Access to the Software is available, but     Actions will commence within 4
                a specific function, field, or business      hours, 24 hours per day, 7 days
                process is not functioning or producing      per week, with the objective to
                desired results.                             resume full functionality within
                                                             48 hours.
</TABLE>


                                      -3-
<PAGE>   16

<TABLE>
<CAPTION>
   SEVERITY                     DEFINITION                              RESPONSE TIME
   --------                     ----------                              -------------
<S>             <C>                                          <C>
Standard        A problem or question that does not          AristaSoft will seek to
                require immediate attention for              address/solve the problem within
                clarification or guidance on how to use      1 week, on a first come, first
                the documentation or online help screens.    served basis.
</TABLE>

                (e) Customer and AristaSoft agree to review and update the
Customer Support Services described in this Section during the first year of
Service since the Initial Access Date to reflect any required changes. Any
changes will be mutually agreed by both parties.

        3.10 Management and Classification of Software Errors. AristaSoft will
promptly report all reproducible errors experienced by Customer, which have been
reported to AristaSoft by the Customer, to the applicable licensor of the
Software. AristaSoft agrees to use all commercially reasonable efforts to
document and report Software errors to the applicable licensor of the Software
for resolution. AristaSoft agrees to cooperate with Customer in seeking
resolution of such errors.

        3.11 Customer Service Disputes. If, not later than one (1) week of
reporting a customer service issue or an adverse event to AristaSoft, Customer
is unhappy with the outcome or AristaSoft's progress toward an outcome, a
three-stage process is available for escalating customer service issues and
resolution of application events.

                (i) If, for any reason Customer decides a customer service issue
or application event is not being properly addressed, Customer must bring the
issue to the attention of the Manager, Customer Support. The Manager, Customer
Support will thereafter be responsible for tracking and overseeing resolution of
the reported issue or event until Customer is satisfied with the outcome.

                (ii) If, for any reason Customer still is not satisfied that the
customer service issue or application event is being properly addressed,
Customer may request that the matter be brought to the attention of the
Director, Customer Support. At this point, the Director, Customer Support must
respond to the issue and track and oversee resolution of the reported issue or
event until Customer is satisfied with the outcome.

                (iii) If the matter remains unresolved, Director, Support will
report it to Vice President, Customer Support. The Vice President, Customer
Support will ensure that the issue is resolved to Customer's satisfaction and
report all such issues to the President and Chief Executive Officer of
AristaSoft.

4. CUSTOMER RESPONSIBILITIES.

        4.1 Customer's responsibilities shall be to:

                (a) Provide to AristaSoft all applicable information regarding
any Software performance issue, to enable AristaSoft to duplicate the
circumstances indicating a reported Software defect or error;

                                      -4-
<PAGE>   17


                (b) Provide best efforts to cooperate with AristaSoft with
respect to testing, isolating, identifying, documenting, and in any other
actions necessary to resolve any Software issues and errors;

                (c) Appoint a single person as an AristaSoft Contact who shall
be the primary information technology support contact for AristaSoft and
internal Customer users with regard to Customer information technology issues. A
secondary contact will be appointed as an alternate for times when the primary
contact is unavailable for urgent issues. Customer information technology issues
include, but are not limited to, hardware, software, desktop setup, network and
all other technical issues that affect operation of the Software; and

                (d) Notify AristaSoft of any of Customer's network changes that
may impact user connectivity one week prior to implementation of such changes.

                (e) Assist AristaSoft to ensure that access to the Software is
granted only to Users who are properly trained on the use of the Software

                (f) Assist AristaSoft to ensure that access to the Software and
Servers is granted only to Users who are authorized to see the applicable
Customer Data, as specified in the Software, Server and Customer Data minimum
security requirements guidelines published by AristaSoft from time to time.

                (g) Provide to Users the necessary personal computer hardware
and software required to access the Software, as specified in the minimum
requirements guidelines published by AristaSoft from time to time.

5. SOFTWARE ACCESS PERFORMANCE STANDARDS.

        5.1 Performance Standards. During the Trial Acceptance Period (as
defined in Schedule A), AristaSoft and Customer will mutually agree on the
Software Access Performance Standards for AristaSoft's Services provided
hereunder. Such criteria will be reduced to writing and attached as a
replacement Exhibit 1 to this Schedule. Preliminary standards are attached
hereto as Exhibit B-1.

                (a) If AristaSoft and Customer are unable to reach agreement on
the Software Access Performance Standards prior to the end of the Trial
Acceptance Period, Customer may terminate this entire Agreement and all
Schedules with AristaSoft pursuant to Section 10.5 of the Service Agreement and
the remedies provided therein.

6. WARRANTY AND DISCLAIMER.

        6.1 Warranty. AristaSoft warrants to Customer that:

                (a) it has the right and authority to enter into and to grant
the rights described in this Schedule and it will perform its obligations
hereunder in a professional and workmanlike manner by employees with the
requisite education, training, and skills to perform such obligations;

                                      -5-
<PAGE>   18


                (b) the Software shall function substantially in accordance with
its specifications in the Documentation;

                (c) any hardware provided by AristaSoft which malfunctions
during the term of this Agreement or any renewal thereof, shall be promptly
repaired or replaced by AristaSoft at no cost to Customer; and

                (d) Customer shall have the benefit of any warranties from the
Software licensor that are available to AristaSoft, provided however, that
Customer's remedy for breach of any such warranty shall be solely against that
licensor.

        6.2 Disclaimer. AristaSoft specifically does not warrant that the
Software will meet all of Customer's requirements, that the access to the
Software and the Servers will be uninterrupted or error-free, that patches or
workarounds will be provided, or that errors will be corrected in Updates,
according to this Schedule, or in every case.

        6.3 ARISTASOFT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

7. SURVIVAL OF TERMS.

        7.1 Section 6 will survive termination or expiration of the Agreement
and this Schedule for any reason.

Accepted and Agreed:

CUSTOMER                                    ARISTASOFT

By:                                         By:
   --------------------------------            ---------------------------------

Print Name:                                 Print Name:
           ------------------------                    -------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------


                                      -6-
<PAGE>   19

                                   EXHIBIT B-1

                Preliminary Software Access Performance Standards

ACCESS

AristaSoft will provide Customer with the ability to remotely access the
Software hosted on the Servers, as of Initial Access Date. Such access shall be
provided on a twenty-four hours-a-day, seven days-a-week basis, except during
scheduled and unscheduled maintenance downtime. AristaSoft will use best efforts
to perform any scheduled downtime outside of normal business hours.
Notwithstanding the foregoing, Customer will be able to remotely access the
Software for not less than 99% of the scheduled available time, with the
exception of telecommunication company service problems, software defects, any
problems caused by Customer, and any other forces beyond the immediate control
of AristaSoft.

RESPONSE TIME

AristaSoft will provide Customer with a telecommunication lines from the
Customer premises to the Servers that hosts the software. Such communication
lines shall be provided such that the aggregate round-trip latency will not
exceed one (1) second in normal operation.

SERVER CAPACITY

AristaSoft will provide Customer with Servers to host the Software. Such Server
shall be controlled to deliver sufficient capacity to satisfy Customer's
requirements including but not limited to processing, memory and storage
capacity.

<PAGE>   20


                                   SCHEDULE C

                          Consulting Services Schedule

This Schedule C, Consulting Services Schedule, is attached to, and governed by,
the terms and conditions as set forth in the AristaSoft Corporation Application
Services Agreement No. 1, dated December 23rd, 1999 (the "Agreement").
Capitalized terms not otherwise defined herein shall have the meanings used in
the Agreement.

1. SCOPE OF SERVICES.

        1.1 Services. AristaSoft will provide the consulting services (the
"Consulting Services") described in the Statement of Work attached hereto, as
amended from time to time by written, mutual agreement of the parties. Should
Customer desire to change the Consulting Services, or obtain additional
services, Customer will submit the proposed modification in writing to
AristaSoft. AristaSoft may, at its sole option, elect to perform the
modifications and/or additional services and the parties will execute a revised
Statement of Work setting forth the modified Consulting Services to be
performed.

        1.2 Manner of Performance.

                (a) AristaSoft will retain the sole and exclusive right to
control or direct the manner or means by which the Consulting Services are
performed and may subcontract or assign any or all of its obligations and rights
under this Schedule. AristaSoft will inform Customer of any third party who
requires access to Customer Data, and will ensure that confidentiality of
Customer Data is maintained as specified in Section 5.2 of the Agreement.

                (b) Unless otherwise agreed, the Consulting Services shall be
performed during AristaSoft's normal business hours.

                (c) AristaSoft shall use reasonable commercial efforts to
provide the Consulting Services in accordance with any dates or delivery
schedule that may be set forth in the Statement of Work.

        1.3 Statement of Work. Any Statement of Work that is provided under this
Schedule shall be (1) made in writing; (2) reference this Schedule; and (3) be
executed by authorized representatives of both Customer and AristaSoft.

2. CUSTOMER'S DUTIES AND RESPONSIBILITIES.

        2.1 Data and Information. Customer will make available in a timely
manner at no charge to AristaSoft all technical data, computer facilities,
programs, files, documentation, test data, sample output, or other information
and resources required by AristaSoft for the performance of the Services.
Customer will be responsible for, and assumes the risk of any problems resulting
from, the content, accuracy, completeness and consistency of all such data,
materials and information supplied by Customer.

                                      -8-
<PAGE>   21


        2.2 Equipment. Customer shall provide, at no charge to AristaSoft,
office space, services and equipment (such as copiers, fax machines and modems)
as AristaSoft reasonably requires to perform the Services.

3. SERVICES CONTACT.

        3.1 Each party will appoint in writing an employee or agent of such
party to act as the "Consulting Contact" for all communication between the
parties related to the Consulting Services. The Consulting Contact will monitor
the status of the Consulting Services and schedule regular meetings with both
technical and management personnel of each party to review the status of the
Consulting Services. Either party may change its Consulting Contact upon written
notice to the other.

4. LIMITED WARRANTY.

        AristaSoft warrants that it will perform its obligations hereunder in a
professional and workmanlike manner. Except as set forth in the preceding
sentence, ALL SERVICES PROVIDED PURSUANT TO THIS SCHEDULE ARE PROVIDED "AS IS",
AND ARISTASOFT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE REGARDING OR RELATING TO ANY MATERIALS OR SERVICES FURNISHED OR
PROVIDED TO CUSTOMER UNDER THIS SCHEDULE. ARISTASOFT SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO SAID MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF
THE FOREGOING.

5. NON-SOLICITATION.

        5.1 Both parties acknowledge and agree that the employees and
consultants of each are a valuable asset to each party, respectively, and are
difficult to replace. Accordingly, each of AristaSoft and Customer agrees that,
for a period of one (1) year after the completion of the Consulting Services,
neither party will solicit the employment, as an employee, independent
contractor, or consultant, of any employee or consultant of either party.

                                      -2-
<PAGE>   22


6. TERM.

        6.1 This Schedule will take effect on the date of signing and will
remain in effect, unless earlier terminated in accordance with the Service
Agreement or any Schedule attached thereto, until all of the Consulting Services
have been completed. The specific pricing for each Statement of Work referencing
this Schedule C will be contained therein.

Accepted and Agreed:

CUSTOMER                                    ARISTASOFT

By:                                         By:
   --------------------------------            ---------------------------------

Print Name:                                 Print Name:
           ------------------------                    -------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------



                                      -3-