<PAGE>

                                                                  Exhibit 10.5



                              CONSENT AND AGREEMENT

                  THIS CONSENT AND AGREEMENT (this "Agreement") is entered into
as of January 8, 2003, by and among KPCB Holdings, Inc., as nominee, a Delaware
corporation (the "KPCB"), Asera, Inc., a Delaware corporation ("Asera"),
Sherwood Partners, Inc., a California corporation ("Sherwood"), solely in its
capacity as assignee for the benefit of creditors of Asera, SEEC, Inc., a
Pennsylvania corporation (the "Buyer").

                                    RECITALS

                  WHEREAS, pursuant to that certain Note and Warrant Purchase
Agreement dated as of November 15, 2002 (as such may from time to time be
amended, supplemented or otherwise modified, the "Bridge Agreement"), by and
among Asera, KPCB and the other signatories thereto (such signatories, with
KPCB, the "Bridge Lenders"), Asera has issued to the Bridge Lenders certain
senior secured promissory notes pursuant to the Bridge Agreement in the
aggregate principal amount of $2,112,525 (the "Bridge Notes");

                  WHEREAS, Asera's repayment obligations of all indebtedness,
accrued and unpaid interest thereon and any other amounts owing by Asera to the
Bridge Lenders pursuant to the Bridge Notes and Bridge Agreement (collectively,
the "Bridge Indebtedness") is secured by the Collateral (as such term is defined
in the Bridge Agreement);

                  WHEREAS, KPCB, in its capacity as (i) the representative and
collateral agent for and on behalf of the Bridge Lenders (in such capacity, the
"Collateral Agent") and (ii) the Majority Lenders (as such term is defined in
the Bridge Agreement), may amend or waive any provision of the Bridge Agreement
or the other Transaction Documents (as such term is defined in the Bridge
Agreement) including, without limitation, the Bridge Notes, and such amendment
and/or waiver shall be binding on all Bridge Lenders;

                  WHEREAS, concurrently with the execution hereof, Asera intends
to make a general assignment for the benefit of creditors (the "Assignment")
whereby all of its assets (including, without limitation, the Collateral) will
be transferred to Sherwood as the assignee (hereinafter Sherwood shall be
referred to as the "Assignee");

                  WHEREAS, concurrently with the execution hereof but effective
as of immediately following the Assignment, the Assignee has agreed to sell, and
the Buyer has agreed to purchase, the Required Assets (as such term is defined
in the Asset Purchase Agreement) including, without limitation, the Collateral,
and assume the Assumed Liabilities (as such term is defined in the Asset
Purchase Agreement), including, without limitation, the Bridge Indebtedness,
pursuant to that certain Asset Purchase Agreement dated as of January 8, 2003
(the "Asset Purchase Agreement"), by and between the Assignee and the Buyer
(such sale and purchase, the "Asset Sale");

                  WHEREAS, following the consummation of the Asset Sale, the
Buyer and the Bridge Lenders desire to convert the Bridge Indebtedness into
shares of capital stock of the Buyer and, in certain instances, the right to
receive



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certain cash payments, subject to the satisfaction of certain conditions
as set forth herein, as satisfaction in full for all Bridge Indebtedness, as
such will be assumed by the Buyer in connection with the Asset Sale;

                  WHEREAS, in addition thereto, the Buyer and KPCB desire to
enter into a consulting agreement pursuant to which KPCB will provide to the
Buyer certain services in exchange for certain rights to acquire shares of
capital stock of the Buyer, each as further provided herein; and

                  WHEREAS, the various parties hereto desire to memorialize
their respective agreements with respect to the foregoing as provided herein:

                                    AGREEMENT

                  NOW THEREFORE, in consideration of the foregoing, the mutual
representations, warranties and covenants set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:

         Section 1. Certain Consents of Bridge Lenders.

                  (a) Assignment for the Benefit of Creditors.

                           (i) Subject to the provisions hereof, KPCB, in its
capacity as the Collateral Agent and with the consent of the Majority Lenders,
will and hereby does consent to Asera's making a general assignment for the
benefit of creditors and naming Sherwood as the Assignee; provided, however,
that the liens and security interests on the Required Assets granted to the
Bridge Lenders pursuant to certain of the Transaction Documents shall remain in
full force and effect until the Bridge Conversion (as defined in Section 2(a)
hereof) or until the Bridge Indebtedness is repaid in full.

                           (ii) It shall be a condition precedent to
effectiveness of the consent set forth in Section 1(a) hereof, that the Closing
(as such term is defined in the Asset Purchase Agreement) shall have occurred
under the Asset Purchase Agreement in form and substance satisfactory to the
Majority Lenders.

                  (b) Asset Sale.

                           (i) Subject to the provisions hereof and the
satisfaction of all of the conditions precedent set forth in this Section 1(b),
KPCB, in its capacity as the Collateral Agent and with the consent of the
Majority Lenders, will and hereby does consent to the sale of the Required
Assets by the Assignee to the Buyer, which consent shall be effective upon the
Closing (as defined in the Asset Purchase Agreement); provided, however, that
the liens and security interests on the Required Assets granted to the Bridge
Lenders pursuant to certain of the Transaction Documents shall remain in full
force and effect until the Bridge Conversion or until the Bridge Indebtedness is
repaid in full. Notwithstanding the foregoing, except as expressly provided in
the Bridge Loan Assumption Agreement (as such term is defined in the Asset
Purchase Agreement), the term "Collateral" (as used in the Bridge Agreement and
the other Transaction Documents) shall only include the Required Assets and
shall not include any other assets now owned or hereinafter acquired by the
Buyer. The foregoing consent to the Asset Sale


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<PAGE>

shall in no way be deemed a consent to any future sale of the Required
Assets by the Buyer.

                           (ii) It shall be a condition precedent to
effectiveness of the consent set forth in Section 1(b) hereof, that each of the
following conditions shall have been satisfied:

                                    (A) the Closing shall have occurred under
         the Asset Purchase Agreement in form and substance satisfactory to the
         Majority Lenders;

                                    (B) the Collateral Agent shall have received
         from Asera or the Buyer, as the case may be, an executed counterpart
         signature page to this Agreement from each other party hereto; and

                                    (C) each of Comdisco (as defined in the
         Asset Purchase Agreement) and the Syndicate (as defined in the Asset
         Purchase Agreement) shall have entered into loan assumption agreements
         with the Assignee and the Buyer in connection with the Asset Sale, each
         in form and substance acceptable to the Collateral Agent, and such
         agreements shall have become effective by their respective terms.

         Section 2. Agreement to Convert Bridge Indebtedness.

                  (a) Bridge Note Conversion. The Collateral Agent , with the
consent of the Majority Lenders, Asera and the Buyer hereby amend each Bridge
Note in the manner described in, and so as to effect the transactions
contemplated by, this Section 2(a).

                           (i) Subject to the foregoing provisions and the
satisfaction (or waiver) of all of the conditions precedent set forth in
Sections 2(a)(ii) and (iii) herein, the following shall occur (the "Bridge
Conversion"):

                                    (A) All Bridge Indebtedness shall be
         converted, automatically and without any action of any Bridge Lender,
         into an aggregate of 1,646,129 shares of common stock, par value $0.01
         per share ("Buyer Common Stock"), of the Buyer (such shares, the
         "Conversion Shares"), in satisfaction in full of any and all of the
         debtor's repayment obligations under the Transaction Documents. Such
         Conversion Shares shall be allocated ratably among the Bridge Lenders
         in accordance with their respective Pro-Rata Shares (as such term is
         defined in the Bridge Agreement) and as set forth on Exhibit A hereto.

                                    (B) The Bridge Conversion shall be deemed to
         have been made immediately upon the close of business of the day
         following the satisfaction of the conditions precedent set forth in
         Sections 2(a)(ii) and (a)(iii) hereof (such date, the "Conversion
         Date"), and the person or persons entitled to receive the Conversion
         Shares shall be treated for all purposes (including, without
         limitation, the right to participate in all distributions or
         restructurings or recapitalizations) as the record holder or holders of
         such Conversion Shares as of such time.

                                    (C) As soon as practicable following (and in
         no event more than ten (10) business days after) the Conversion Date,


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<PAGE>

         the Buyer shall cause its transfer agent to prepare and deliver to each
         Bridge Lender a certificate or certificates representing the number of
         Conversion Shares issuable by reason of such conversion in the name of
         such Bridge Lender. The issuance of such stock certificates upon the
         Bridge Conversion shall be made without charge to such Bridge Lender
         for any issuance tax in respect thereof or other cost incurred by the
         Buyer in connection with such conversion and the related issuance of
         the Conversion Shares.

                                    (D) In addition to the Conversion Shares,
         the Buyer shall deliver to the Collateral Agent an aggregate of
         $301,782.32 in cash (the "Participation Payment"), which shall be
         allocated among each Bridge Lender who, during the period commencing on
         the date hereof through and including the Conversion Date, acquires at
         least its Pro-Rata Amount (as defined herein) of Buyer Common Stock
         (excluding, for such purpose, the Conversion Shares issuable to such
         Bridge Lender hereunder) (a "Participating Bridge Lender"). The
         Participation Payment shall be paid by the Buyer to the Collateral
         Agent, on behalf of the Participating Bridge Lenders, on the Conversion
         Date by wire transfer of immediately available funds to an account
         specified by the Collateral Agent. Thereafter, the Collateral Agent
         shall distribute to each Participating Bridge Lender its relative
         pro-rata share of the Participation Payment, which shall be determined
         based on the relative Pro-Rata Shares of the Participating Bridge
         Lenders vis-a-vis each other. For the purposes hereof, a Bridge
         Lender's "Pro-Rata Amount" shall be equal to the number of shares
         obtained by multiplying such Bridge Lender's Pro-Rata Share (as set
         forth on Exhibit A hereto) by 1,000,000.

                                    (E) Upon consummation of the Bridge
         Conversion in accordance herewith, all of the debtor's obligations
         under the Bridge Notes including, without limitation, repayment of the
         outstanding principal amount and any accrued and unpaid interest
         thereon shall be satisfied in full, and each Bridge Note shall be
         deemed cancelled and of no further force and effect. The Collateral
         Agent shall use commercially reasonable efforts to cause each Bridge
         Lender to return the original Bridge Note issued to such Bridge Lender,
         marked as cancelled, to the Buyer; provided, however, that the failure
         by any Bridge Lender to so return such original Bridge Note shall not
         in any manner affect the above-described conversion.

                                    (F) Notwithstanding the foregoing, in the
         event that the consummation of Bridge Conversion does not occur due as
         a result of the inability of the Buyer to satisfy any of the conditions
         set forth in Sections 2(a)(ii) and (a)(iii) herein (other than the
         condition in the respective clause (A) thereof) by August 15, 2003, any
         and all Bridge Indebtedness shall become immediately due and payable on
         such date.

                           (ii) The obligations of the Bridge Lenders to
effectuate the Bridge Conversion shall occur upon the satisfaction or waiver of
the following conditions:

                                    (A) the Closing shall have occurred under
         the Asset Purchase Agreement in form and substance satisfactory to the
         Majority Lenders;


                                       4
<PAGE>

                                    (B) all necessary corporate approvals of the
         Buyer required to effect the Bridge Conversion shall have been obtained
         including, without limitation, the approval of the Buyer's shareholders
         of (I) the Bridge Conversion, and (II) the amendment of the Buyer's
         articles of incorporation to provide that the Buyer shall not be
         subject to Subchapters (E) and (F) of the Pennsylvania Business
         Corporation Law (the "PBCL");

                                    (C) all necessary permits, authorizations,
         consents, notices, and approvals as may be required for the Bridge
         Conversion under all applicable law shall have been obtained including,
         without limitation, any so required under (I) the Securities Act of
         1933, as amended (the "Securities Act"), (II) the Securities Exchange
         Act of 1934, as amended (the "Exchange Act"), (III) applicable state
         securities or blue sky laws, (IV) the PCBL and (V) the rules,
         regulations policies adopted by the National Association of Securities
         Dealers, Inc. (the "NASD") concerning companies listed on the Nasdaq
         Stock Market (the "NASD Rules");

                                    (D) the representations and warranties of
         the Buyer set forth in Section 2(b) hereof shall be true and correct in
         all respects as of the date hereof and as of the Conversion Date with
         the same force and effect as if they had been made on as of such date
         (other than representations and warranties made specifically with
         reference to a particular date, which shall have been true and correct
         in all respect as of such date), except in each case, or in the
         aggregate, where the failure to be true and correct (disregarding any
         additional materiality "baskets" contained therein) does not constitute
         a Buyer Material Adverse Effect (as such term is defined in Section
         2(b) hereof); and

                                    (E) the Collateral Agent, on behalf of the
         Bridge Lenders, shall have received from Cohen & Grigsby, P.C., counsel
         to the Buyer, an opinion letter addressed to the Bridge Lenders in the
         form attached hereto as Exhibit B;


                           (iii) The obligations of the Buyer to effectuate the
Bridge Conversion shall occur upon the satisfaction or waiver of the following
conditions:

                                    (A) the Closing shall have occurred under
         the Asset Purchase Agreement in form and substance satisfactory to the
         Majority Lenders;

                                    (B) all necessary corporate approvals of the
         Buyer required to effect the Bridge Conversion shall have been obtained
         including, without limitation, any required approval of the Buyer's
         shareholders of (I) the Bridge Conversion, and (II) the amendment of
         the Buyer's articles of incorporation to provide that the Buyer shall
         not be subject to Subchapters (E) and (F) of the Pennsylvania Business
         Corporation Law (the "PBCL");

                                    (C) all necessary permits, authorizations,
         consents, notices, and approvals as may be required for the Bridge
         Conversion under all applicable law shall have been obtained including,
         without limitation, any so required under (I) the Securities Act,


                                       5
<PAGE>

         (II) the Exchange Act, (III) applicable state securities or blue sky
         laws, (IV) the PBCL and (V) the NASD Rules; and

                                    (D) the Buyer shall have received from each
         Bridge Lender an executed Representation Statement in the form attached
         hereto as Exhibit C (the "Representation Statement").

                  (b) Certain Representations and Warranties of the Buyer. The
representations and warranties of the Buyer as set forth on Exhibit D hereto are
incorporated by reference herein. Notwithstanding any investigation made by any
party to this Agreement, all representations and warranties made by the Buyer
herein shall survive the execution hereof, the delivery to the Bridge Lenders of
the Conversion Shares, and shall in no way be affected by any investigation of
the subject matter thereof made by or on behalf of the Bridge Lenders, the
Collateral Agent, the Majority Lenders or counsel, but shall terminate on the
date which is 60 days after the filing of the Buyer's Annual Report on Form 10-K
for the year ended March 31, 2003 with the Securities Exchange Commission (the
"SEC"); provided, however, that, in the event that the Conversion Date occurs
after March 31, 2003, such representations and warranties shall survive until
the date which is 60 days after the filing of the Buyer's Annual Report on Form
10-K for the year ended March 31, 2004.

                  (c) Registration Rights.

                           (i) Certain Definitions. For the purposes hereof, the
following definitions shall apply:


                                    (A) "Affiliate" shall have the meaning set
         forth in Rule 12b-2 of the rules and regulations under the Exchange
         Act.

                                    (B) "Effectiveness Termination Date" shall
         mean the earlier of (I) the date that is the later of (a) the second
         anniversary of the consummation of the Bridge Conversion and (b) the
         date that no Bridge Lender nor any of its respective Affiliates is an
         Affiliate of the Buyer, or (II) such date as all unsold securities
         registered on such Registration Statement may be sold in a single
         three-month period in accordance with Rule 144 under the Securities Act
         or (III) such date as all securities registered on such Registration
         Statement have been resold.

                                    (C) "Registrable Securities" shall mean the
         Conversion Shares and any other shares of Buyer Common Stock issued as
         (or issuable upon the conversion or exercise of any warrant, right or
         other security which is issued as) a dividend or other distribution
         with respect to, or in exchange for or in replacement of Conversion
         Shares.

                                    (D) "Registration Statement" shall mean a
         registration statement on Form S-3 under the Securities Act or any
         registration form under the Securities Act subsequently adopted by the
         SEC which similarly permits the inclusion or incorporation of
         substantial information by reference to other documents filed by the
         Buyer with the SEC, including the prospectus, amendments and
         supplements to such registration statements, including post-effective
         amendments, all exhibits and all materials incorporated by reference or


                                       6
<PAGE>


         explicitly deemed to be incorporated by reference in such registration
         statements, and/or as may be necessary to comply with the provisions of
         the Securities Act with respect to the disposition of all securities
         covered thereby; provided, however, that the term "Registration
         Statement" shall refer to any other registration form under the
         Securities Act available to the Buyer including, without limitation, a
         Form S-1 (or any successor form thereto) if the Buyer is not eligible
         to register securities on Form S-3 or such similar registration form,
         unless such ineligibility is caused solely by the Buyer's failure to
         file, within the time periods required by such form, a Form 8-K
         containing the audited financial statements for Asera (prepared in the
         manner and for the periods specified in Regulation S-X, Article 3) and
         pro forma financial information relating to Asera (prepared in the
         manner specified in Regulation S-X, Article 11) required to be included
         in a Form 8-K which the Buyer must file with the SEC in connection with
         the Asset Sale.

                           (ii) Shelf Registration.


                                    (A) The Buyer shall prepare and file or
         cause to be prepared and filed with the SEC, as soon as practicable but
         in any event no later than ten (10) business days following the
         Conversion Date, a Registration Statement for an offering to be made on
         a delayed or continuous basis pursuant to Rule 415 of the Securities
         Act registering the resale from time to time by the Bridge Lenders of
         the Registrable Securities. The Buyer shall use commercially reasonable
         efforts to cause the Registration Statement to be declared effective
         under the Securities Act as soon as practicable thereafter and to keep
         such Registration Statement continuously effective under the Securities
         Act until the Effectiveness Termination Date. The Buyer shall keep the
         Bridge Lenders advised in writing as to the initiation of such
         registration, qualification and compliance and as to the completion
         thereof.

                                    (B) At the time the Registration Statement
         is declared effective, each Bridge Lender shall be named as a selling
         securityholder in the Registration Statement and the related prospectus
         in such a manner as to permit such Bridge Lender to deliver such
         prospectus to purchasers of registered securities in accordance with
         applicable law.

                           (iii) Selling Procedure.

                                    (A) Following the date that the Registration
         Statement is declared effective by the SEC, the Bridge Lenders shall be
         permitted, subject to the provisions hereof, to offer and sell the
         Registrable Securities included thereon in the manner described in such
         Registration Statement during the period of its effectiveness;
         provided, however, that each Bridge Lender arranges for delivery of a
         current prospectus to the transferee of the Registrable Securities.

                                    (B) Notwithstanding the foregoing, or
         anything contained herein to the contrary, the Buyer may suspend offers
         and sales of Registrable Securities pursuant to such Registration
         Statement if in the good faith judgment of the Buyer's Board of
         Directors, upon the advice of counsel, (I)(a)(1) such registration
         would be


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<PAGE>

         substantially contrary to the bests interests of the Buyer because (X)
         it would materially interfere with a material financing plan or other
         material transaction or negotiations relating thereto then pending, or
         (Y) it would require the disclosure of any material non-public
         information prior to the time that such information would otherwise be
         disclosed or be required to be disclosed, if such early disclosure
         would be substantially contrary to the best interests of the Buyer, or
         (2) such Registration Statement contains or may contain an untrue
         statement of material fact or omits or may omit to state a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, and (b) the Board of Directors concludes, as a
         result, that it is necessary and appropriate to defer the filing of
         such registration statement at such time, and (II) the Buyer shall
         furnish to the Bridge Lenders a certificate signed by the President or
         Chief Executive Officer of the Buyer stating the good faith judgment of
         the Board of Directors to such effect, then the Buyer shall have the
         right to defer such filing only for the period during which such filing
         would be substantially contrary to the best interests of the Buyer (a
         "Suspension"); provided, however, that the aggregate number of days
         included in such periods of Suspension shall not exceed ninety (90)
         days in any twelve (12) month period. In the event of any Suspension,
         the Bridge Lenders shall discontinue disposition of Registrable
         Securities covered by the Registration Statement until copies of a
         supplemented or amended prospectus are distributed to the Bridge
         Lenders or until the Bridge Lenders are advised in writing by the Buyer
         that the use of the applicable prospectus may be resumed.

                           (iv) Expenses of Registration. All expenses incurred
in connection with the registrations pursuant hereto (including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of one counsel for the Buyer and reasonable fees and disbursements
of counsel to the Bridge Lenders, blue sky fees and expenses, and the expense of
any special audits incident to or required by any such registration) shall be
borne by the Buyer, other than expenses relating to (A) the compensation of
regular employees of the Buyer, which shall be paid in any event by the Buyer,
and (B) all underwriting discounts and selling commissions applicable to a sale
of the Registrable Securities, which shall be borne by the Bridge Lenders.

                           (v) Registration Procedures. Subject to the
provisions hereof, and until the Effectiveness Termination Date, the Buyer shall
take the following actions:

                                    (A) Prepare and file with the SEC the
         Registration Statement in accordance herewith;

                                    (B) Furnish to the Bridge Lenders such
         reasonable numbers of copies of a prospectus, including a preliminary
         prospectus, in conformity with the requirements of the Securities Act,
         and such other documents as it may reasonably request in order to
         facilitate the disposition of Registrable Securities owned by them;

                                    (C) Use commercially reasonable efforts to
         register and qualify the securities covered by such registration
         statement under such other securities or Blue Sky laws of such
         jurisdictions as shall be reasonably requested by the Bridge Lenders
         for the purpose of


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<PAGE>

         permitting the offers and sales of the securities in such
         jurisdictions, provided that the Buyer shall not be required in
         connection therewith or as a condition thereto to qualify to do
         business or to file a general consent to service of process in any such
         states or jurisdictions;

                                    (D) Notify as soon as reasonably practicable
         after the Buyer becomes aware the Bridge Lenders at any time when a
         prospectus relating thereto is required to be delivered under the
         Securities Act of the happening of any event as a result of which the
         prospectus included in such registration statement, as then in effect,
         includes an untrue statement of a material fact or omits to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading in the light of the circumstances
         then existing;

                                    (E) If for any reason it shall be necessary
         to amend or supplement the Registration Statement or the prospectus
         used in connection with such Registration Statement in order to correct
         any untrue statements, (I) ensure that the Registration Statement is
         not misleading or otherwise to comply with the Securities Act, as
         promptly as reasonably practicable, (II) prepare and file with the SEC
         such amendments and supplements to such Registration Statement and the
         prospectus as may be necessary to correct such untrue statements, and
         (III) ensure that such Registration Statement is not misleading or to
         comply with the provisions of the Securities Act, provided that, to the
         extent that any statements to be corrected relate to any information
         provided by the Bridge Lenders, the Buyer shall not be obligated to
         amend the Registration Statement until the Buyer has received such
         corrected information from the Bridge Lenders and has had a reasonable
         opportunity to amend or supplement such Registration Statement or
         prospectus;

                                    (F) If the Registration Statement ceases to
         be effective for any reason at any time prior to the Effectiveness
         Termination Date (other than because all securities registered
         thereunder have been resold pursuant thereto), use commercially
         reasonable efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness thereof;

                                    (G) Cause all such Registrable Securities
         registered hereunder to be listed or included on each securities
         exchange or automated quotation system on which similar securities
         issued by the Buyer are then listed or included; and

                                    (H) Provide a transfer agent and registrar
         for all Registrable Securities registered hereunder and a CUSIP number
         for all such Registrable Securities, in each case not later than the
         effective date of such registration.

         In addition, in the event of any underwritten public offering, the
         Buyer shall (I) enter into and perform its obligations under an
         underwriting agreement, in usual and customary form, with the managing
         underwriter of such offering, provided that each Bridge Lender also
         enters into and perform its respective obligations under such an
         agreement, and (J) use its best efforts to furnish, at the request of



                                       9
<PAGE>

         the Bridge Lenders, (x) an opinion, dated as of the date that the
         registration statement with respect to such securities becomes
         effective, of the counsel representing the Buyer for the purposes of
         such registration, in form and substance as is customarily given in an
         underwritten public offering (and reasonably acceptable to the counsel
         for the Bridge Lenders), addressed to the underwriters, if any, and to
         the Bridge Lenders, and (y) a letter dated such date, from the
         independent certified public accountants of the Buyer, in form and
         substance as is customarily given by independent certified public
         accountants in an underwritten public offering (and reasonably
         acceptable to the counsel for the Bridge Lenders), addressed to the
         underwriters, to the extent such letter is permitted under generally
         recognized accounting practice.

                           (vi) Indemnification.

                                    (A) The Buyer shall indemnify each Bridge
         Lender, its officers, directors, employees, partners, affiliates,
         agents, representatives and legal counsel, and each person controlling
         (or deemed controlling) such Bridge Lender within the meaning of the
         Securities Act, (collectively, the "Bridge Lender's Agents") with
         respect to which registration, qualification or compliance has been
         effected pursuant hereto, against all claims, losses, damages and
         liabilities (or actions in respect thereof), joint or several, arising
         out of or based on (I) any untrue statement (or alleged untrue
         statement) of a material fact contained in any prospectus, offering
         circular or other similar document or any amendments or supplements
         thereto (including any related registration statement and amendments or
         supplements thereto, notification or the like) incident to any such
         registration, qualification or compliance, (II) any omission (or
         alleged omission) to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading in the light of the circumstances under which they were
         made, or (III) any violation by the Buyer of the Securities Act, the
         Exchange Act or any rule or regulation promulgated thereunder
         applicable to the Buyer in connection with any such registration,
         qualification or compliance, and shall reimburse each Bridge Lender,
         and such Bridge Lender's Agents, for any legal and any other expenses
         reasonably incurred in connection with investigating or defending any
         such claim, loss, damage, liability or action, as incurred; provided,
         however, that the Buyer shall not be liable in any such case to the
         extent that any such claim, loss, damage, liability or expense arises
         out of or is based on any untrue statement or omission based upon
         written information furnished to the Buyer by an instrument duly
         executed by such Bridge Lender and stated to be specifically for use
         therein or furnished in writing by such Bridge Lender to the Buyer in
         response to a request by the Buyer stating specifically that such
         information shall be used by the Buyer therein.

                                    (B) Each Bridge Lender shall indemnify the
         Buyer, its officers, directors, employees, affiliates, agents,
         representatives, legal counsel, independent accountant, and each person
         controlling the Buyer within the meaning of the Securities Act
         (collectively, the "Buyer's Agents"), each other Bridge Lender and its
         respective Bridge Lender's Agents, against all claims, losses, damages
         and liabilities (or actions in respect thereof) arising out of or based
         on (I) any untrue statement (or alleged untrue statement) of a material



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<PAGE>

         fact contained in any prospectus, offering circular or other similar
         document or any amendments or supplements thereto (including any
         related registration statements and any amendments or supplements
         thereto, notification and the like), or (II) any omission (or alleged
         omission) to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         the light of the circumstances under which they were made, and shall
         reimburse the Buyer and the other Bridge Lenders and the respective
         Buyer's Agents and Bridge Lender's Agents for any legal or any other
         expenses reasonably incurred in connection with investigating or
         defending any such claim, loss, damage, liability or action, as
         incurred; provided, however, in each case to the extent, but only to
         the extent, that such untrue statement (or alleged untrue statement) or
         omission (or alleged omission) is made in such prospectus, offering
         circular or other similar document or any amendments or supplements
         thereto (including any related registration statements and any
         amendments or supplements thereto, notification and the like) in
         reliance upon and in conformity with written information furnished in
         writing to the Buyer by an instrument duly executed by such Bridge
         Lender and stated to be specifically for use therein or furnished by
         such Bridge Lender to the Buyer in response to a request by the Buyer
         stating specifically that such information shall be used by the Buyer
         therein; provided, further, that the indemnity agreement provided in
         this Section 2(c)(vi) shall not apply to amounts paid in settlement of
         any such loss, claim, damage, liability or action if such settlement is
         effected without the prior written consent of such Bridge Lender, which
         consent shall not be unreasonably withheld, unless such consent is
         obtained in accordance with subsection (C) hereof. In no event shall a
         Bridge Lender's indemnification obligation exceed the net proceeds
         received from its sale of Registrable Securities in such offering.

                                    (C) Each party entitled to indemnification
         under this Section 2(c)(vi) (the "Indemnified Party") shall give notice
         to the party required to provide indemnification (the "Indemnifying
         Party") promptly after such Indemnified Party has received written
         notice of any claim as to which indemnity may be sought, and shall
         permit the Indemnifying Party to assume the defense of any such claim
         or any litigation resulting therefrom; provided, however, that counsel
         for the Indemnifying Party, who shall conduct the defense of such claim
         or litigation, shall be approved by the Indemnified Party (whose
         approval shall not be unreasonably withheld). The Indemnified Party may
         participate in such defense at such party's expense; provided, however,
         that the Indemnifying Party shall bear the expense of such defense of
         the Indemnified Party if representation of both parties by the same
         counsel would be inappropriate due to actual or potential conflicts of
         interest. The failure of any Indemnified Party to give notice within a
         reasonable period of time as provided herein shall relieve the
         Indemnifying Party of its obligations under this Section 2(c)(vi), but
         only to the extent that such failure to give notice shall materially
         adversely prejudice the Indemnifying Party in the defense of any such
         claim or any such litigation. No Indemnifying Party, in the defense of
         any such claim or litigation, shall, except with the written consent of
         each Indemnified Party (which shall not be unreasonably withheld),
         consent to entry of any judgment or enter into any settlement which
         does not include as an unconditional term thereof the giving by the
         claimant or plaintiff to such Indemnified Party of a release from all
         liability in respect to such claim or litigation.


                                       11
<PAGE>

                                    (D) If the indemnification provided for in
         this Section 2(c)(vi) is held by a court of competent jurisdiction to
         be unavailable to an Indemnified Party with respect to any loss,
         liability, claim, damage or expense referred to therein, then the
         Indemnifying Party, in lieu of indemnifying such Indemnified Party
         hereunder, shall contribute to the amount paid or payable by such
         Indemnified Party as a result of such loss, liability, claim, damage,
         or expense in such proportion as is appropriate to reflect the relative
         fault of the Indemnifying Party on the one hand and of the Indemnified
         Party on the other in connection with the statements or omissions that
         resulted in such loss, liability, claim, damage or expense as well as
         any other relevant equitable considerations; provided, however, that in
         no event shall any contribution by a Bridge Lender under this Section
         2(c)(vi) exceed the net proceeds from the offering received by such
         Bridge Lender. The relative fault of the Indemnifying Party and of the
         Indemnified Party shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission to state a material fact relates to information
         supplied by the Indemnifying Party or by the Indemnified Party and the
         parties' relative intent, knowledge, access to information, and
         opportunity to correct or prevent such statement or omission.

                                    (E) The obligations of the Buyer and the
         Bridge Lenders under this Section 2(c)(vi) shall survive the completion
         of any offering of the Registrable Securities in a Registration
         Statement hereunder, any investigation made by or on behalf of the
         Indemnified Party or any officer, director or controlling person of
         such Indemnified Party and shall survive the transfer of securities.

                           (vii) Information by the Bridge Lenders. As a
condition precedent to the obligations of the Buyer hereunder, each Bridge
Lender shall furnish to the Buyer all such information and materials regarding
such Bridge Lender and the distribution proposed by such Bridge Lender as the
Buyer may reasonably request in writing in connection with any registration,
qualification or compliance referred to herein. Each Bridge Lender will promptly
notify the Buyer in writing of any changes in the information set forth in the
registration statement after it is prepared regarding such Bridge Lender or its
plan of distribution to the extent required by applicable law.

                           (viii) Inclusion of Additional Securities. The Buyer
may include additional Buyer securities in any registration pursuant hereto for
its own account and by other parties in amounts as determined by the Buyer's
Board of Directors, provided that any such inclusion does not (A) reduce the
number of Registrable Securities (or other Buyer securities held by any Bridge
Lender) which are included in the Registration Statement filed pursuant hereto
or otherwise materially and adversely affect the rights of the Bridge Lenders
hereunder, or (B) cause Form S-3 to be unavailable under the Securities Act for
such registration due to the nature of the additional securities to be so
included.

                           (ix) Termination of Registration Rights. All rights
and obligations provided for in this Section 2(c) (except for in Section
2(c)(vi), which rights and obligations shall survive) shall terminate on the
Effectiveness Termination Date.


                                       12
<PAGE>

         Section 3. Consulting Arrangement and Additional Equity Issuance.
Concurrently with the execution hereof, the Buyer and KPCB shall enter into a
consulting agreement in the form appended hereto as Exhibit E (the "Consulting
Agreement") pursuant to which KPCB (together with its affiliates) will agree to
provide to the Buyer advice and assistance with respect to certain selling,
strategy and general operational matters as further set forth therein. In
consideration of KPCB's execution of the Consulting Agreement and the provision
of such services thereunder, the Buyer will issue and deliver to KPCB warrants
(the "Warrants") to purchase shares of Buyer Common Stock (the "Warrant Shares")
in the form attached thereto. The effectiveness of the Consulting Agreement and
the issuance of the Warrants shall be subject to certain conditions as set forth
therein. KPCB shall be entitled to certain registration rights with respect to
the Warrant Shares as set forth in the Consulting Agreement.

         Section 4. Meeting; Proxy.

                  (a) Proxy Statement. As soon as commercially practicable
hereafter, but in no event later than June 30, 2003, the Buyer shall prepare and
file with the SEC a proxy statement meeting the requirements of Section 14 of
the Exchange Act and the related rules and regulations thereunder promulgated by
the SEC (the "Proxy Statement") to solicit, at a duly convened meeting of the
Buyer's shareholders ("Shareholders' Meeting"), such shareholders' approval of
the following matters, which shall be presented as a single matter for the
approval of the shareholders (collectively, the ("Voting Matters"): (i) the
Bridge Conversion; (ii) the Consulting Agreement; (iii) certain amendments of
the Buyer's articles of incorporation and bylaws as are necessary to effect the
transactions contemplated hereby (including, without limitation, the amendments
necessary so as to ensure that Subchapters (E) and (F) of the Chapter 25 of the
PBCL does not apply to the Transactions)(the "Charter Amendment"); and (iv) each
of the respective transactions contemplated thereby including, without
limitation, the issuance of the Warrants pursuant to the Consulting Agreement
and Seller Warrants (as such term is defined in the Asset Purchase Agreement)
pursuant to the Asset Purchase Agreement (collectively, the "Transactions").
Notwithstanding anything contained herein to the contrary, if the audited
financial statements for Asera (prepared in the manner and for the periods
specified in Regulation S-X, Article 3) and pro forma financial information
relating to Asera (prepared in the manner specified in Regulation S-X, Article
11) which are required to be included in the Proxy Statement pursuant to
Regulation 14A and Regulation S-X (the "Asera Financial Statements") are
unavailable as of June 30, 2003, the Buyer may delay the filing with the SEC of
the Proxy Statement until such time after June 30, 2003 as the Buyer shall have
received the Asera Financial Statements. In such an event, the Buyer shall use
its best efforts to incorporate such Asera Financial Statements into the Proxy
Statement and file the Proxy Statement with the SEC as soon as reasonably
practicable thereafter. In connection with the preparation of the Proxy
Statement, each of Assignee, Asera and the Bridge Lenders shall promptly provide
to the Buyer such information concerning the business, financial statements and
affairs of Assignee, Asera or Bridge Lenders, as applicable, as may be required
under applicable law, and such other information as the Buyer may reasonably
request in good faith and upon the advice of counsel, for inclusion in the Proxy
Statement, or in any amendments or supplements thereto, and cause its counsel
and auditors to cooperate with the Buyer's counsel and auditors in the
preparation of the Proxy Statement. The Buyer shall use commercially reasonable
efforts to have the Proxy



                                       13
<PAGE>

Statement cleared by the SEC as promptly as practicable after such filings, and
shall cause the Proxy Statement to be mailed to its shareholders at the earliest
practicable time after the Proxy Statement is cleared by the SEC. The Proxy
Statement shall include the recommendation of the Board of Directors of the
Buyer in favor of each of the Transactions and the conclusion of the Buyer's
Board of Directors that the terms and conditions of each of the Transactions are
fair and reasonable to, and in the best interests of, the shareholders of the
Buyer. Each of the Buyer, the Assignee, Asera and the Bridge Lenders, severally
and not jointly, represents and warrants that the information to be supplied by
or on behalf of such party for inclusion in the Proxy Statement to be sent to
the shareholders of the Buyer in connection with the Shareholders' Meeting (as
defined below) shall not, on the date the Proxy Statement is first mailed to the
Buyer's shareholders or at the time of the Shareholders' Meeting, (a) contain
any statement which, at such time and in light of the circumstances under which
it shall be made, is false or misleading with respect to any material fact, (b)
omit to state any material fact necessary in order to make the statements made
in the Proxy Statement not false or misleading, or (c) omit to state any
material fact necessary to correct any statement in any earlier communication
with respect to the solicitation of proxies for the Shareholders' Meeting which
has become false or misleading. If at any time prior to the Shareholders'
Meeting any fact or event relating to any party is discovered by such party or
occurs which should be set forth in a supplement to the Proxy Statement, such
party shall promptly inform each other party hereto of such fact or event. The
Buyer shall keep the Assignee, Asera and the Bridge Lenders apprised of the
status of matters relating to the Proxy Statement and the Shareholders' Meeting,
including promptly furnishing the Assignee, Asera and the Collateral Agent with
copies of notices or other communications related to the Proxy Statement or the
Shareholders' Meeting received by the Buyer from the SEC or NASD.

                  (b) Shareholders' Meeting. The Buyer shall, in accordance with
the laws of the State of Pennsylania and the Buyer's articles of incorporation
and bylaws, use its best efforts to convene the Shareholders' Meeting within 21
days (or such other time period that is mutually agreed to by the consent of the
Company and Consent of the Investors) after the Proxy Statement is declared
effective, to consider and vote upon giving such holders' approval of the
Transactions.

         Section 5. Indemnification.


                  (a) Damages relating to the Proxy Statement.

                           (i) The Buyer shall indemnify each of the Bridge
Lenders, Asera and the Assignee (each, a "Key Party") and its respective
officers, directors, employees, partners, affiliates, agents, representatives
and legal counsel, and each person controlling (or deemed controlling) such
person within the meaning of the Securities Act, (collectively, the "Agents")
against all claims, losses, damages and liabilities (or actions in respect
thereof), joint or several, arising out of or based on, related to or in any way
attributable to (A) any untrue statement or alleged untrue statement of a
material fact contained in the Proxy Statement or any amendment or supplement
thereto, or (B) the omission or alleged omission to state in the Proxy
Statement, including any amendment or supplement thereto, a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, and shall reimburse the Key Party and its Agents for any



                                       14
<PAGE>

legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, as
incurred; provided, however, that the Buyer shall not be liable in any such case
to the extent that any such claim, loss, damage, liability or expense arises out
of or is based on any untrue statement or omission based upon written
information furnished to the Buyer by an instrument duly executed by such Key
Party and stated to be specifically for use therein or furnished in writing by
such Key Party to the Buyer in response to a written request by the Buyer
stating specifically that such information shall be used by the Buyer therein.

                           (ii) Each Key Party shall indemnify the Buyer and
each other Key Party and their respective Agents against all claims, losses,
damages and liabilities (or actions in respect thereof), joint or several,
arising out of or based on, related to or in any way attributable to (A) any
untrue statement or alleged untrue statement of a material fact contained in the
Proxy Statement or any amendment or supplement thereto, or (B) the omission or
alleged omission to state in the Proxy Statement, including any amendment or
supplement thereto, a material fact required to be stated therein, or necessary
to make the statements therein not misleading, and shall reimburse each person
entitled to indemnification hereunder for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, as incurred; provided, however, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in the Proxy
Statement or any amendments or supplements thereto in reliance upon and in
conformity with written information furnished in writing to the Buyer by an
instrument duly executed by such Key Party and stated to be specifically for use
therein or furnished by such Key Party to the Buyer in response to a written
request by the Buyer stating specifically that such information shall be used by
the Buyer therein; provided, further, that the indemnity agreement provided in
this Section 5(a)(ii) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the prior written consent of such person entitled to indemnification hereunder,
which consent shall not be unreasonably withheld, unless such consent is
obtained in accordance with subsection (iii) hereof.

                           (iii) Each party entitled to indemnification under
this Section 5(a) (the "Indemnified Proxy Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Proxy Party") promptly
after such Indemnified Proxy Party has received written notice of any claim as
to which indemnity may be sought, and shall permit the Indemnifying Proxy Party
to assume the defense of any such claim or any litigation resulting therefrom;
provided, however, that counsel for the Indemnifying Proxy Party, who shall
conduct the defense of such claim or litigation, shall be approved by the
Indemnified Proxy Party (whose approval shall not be unreasonably withheld). The
Indemnified Proxy Party may participate in such defense at such party's expense;
provided, however, that the Indemnifying Proxy Party shall bear the expense of
such defense of the Indemnified Proxy Party if representation of both parties by
the same counsel would be inappropriate due to actual or potential conflicts of
interest. The failure of any Indemnified Proxy Party to give notice within a
reasonable period of time as provided herein shall relieve the Indemnifying
Proxy Party of its obligations under this Section 5(a), but only to the extent
that such failure to give notice shall materially adversely prejudice the
Indemnifying Proxy Party in the defense of any such claim or any such
litigation. No Indemnifying Proxy



                                       15
<PAGE>

Party, in the defense of any such claim or litigation, shall, except with the
written consent of each Indemnified Proxy Party (which shall not be unreasonably
withheld), consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Proxy Party of a release from all liability in
respect to such claim or litigation.

                           (iv) If the indemnification provided for in this
Section 5(a) is held by a court of competent jurisdiction to be unavailable to
an Indemnified Proxy Party with respect to any loss, liability, claim, damage or
expense referred to therein, then the Indemnifying Proxy Party, in lieu of
indemnifying such Indemnified Proxy Party hereunder, shall contribute to the
amount paid or payable by such Indemnified Proxy Party as a result of such loss,
liability, claim, damage, or expense in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Proxy Party on the one hand and
of the Indemnified Proxy Party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations. The relative fault of the
Indemnifying Proxy Party and of the Indemnified Proxy Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Proxy Party or by the Indemnified Proxy
Party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

                           (v) The obligations of the parties under this Section
5(a) shall survive the Shareholders' Meeting and any investigation made by or on
behalf of the Indemnified Proxy Party or its Agents.

                  (b) Bridge Lenders. The Buyer agrees to indemnify and hold
harmless each Bridge Lender and its respective Agents (collectively, the "Bridge
Lender Indemnitees"), against all claims, losses, damages and liabilities (or
actions in respect thereof), joint or several, arising out of or based on,
related to or in any way attributable to any breach of any representation,
warranty, agreement or covenant of the Buyer set forth in Section 2(b) hereof.
Upon written request, the Buyer agrees to reimburse the Bridge Lender
Indemnitees for any legal or other expenses reasonably incurred in connection
with investigating or defending any such claims, losses, damages and
liabilities, as such expenses or other costs are incurred. The Bridge Lender
Indemnitees may select their own counsel. This indemnity shall be in addition to
any obligations that the Buyer may otherwise have with respect to any Bridge
Lender, including, without limitation, any obligations to any Bridge Lender or
its representatives in their individual capacities as directors of the Buyer.
Notwithstanding the foregoing, the Buyer's aggregate liability hereunder shall
be limited to the aggregate Bridge Indebtedness plus all expenses incurred by
the Bridge Lender Indemnitees in connection with such claim, loss, damage or
liability; provided, however, that the foregoing limitation shall not apply to
any claims, losses, damages or liabilities (or expenses relating thereto)
relating to a breach by the Buyer of the representations and warranties set
forth in Section 2(d)(v) and 2(q) of Exhibit D hereto.


                                       16
<PAGE>

         Section 6. Miscellaneous Provisions.

                  (a) Entire Agreement. This Agreement, together with each of
the exhibits and schedules hereto and thereto, constitutes the entire agreement
of the parties with respect to the matters set forth herein and supersedes any
prior agreements, commitments, discussions and understandings, oral or written,
with respect thereto.

                  (b) Amendments and Waivers. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be in
writing and signed by the parties and then such amendment or waiver shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that any provision of Section 3 hereof may be amended
or waived by the Buyer and KPCB alone; provided, further, that any provision of
Section 4 hereof may be amended or waived by the Buyer and KPCB, in its capacity
as the Collateral Agent with the consent of the Majority Lenders.

                  (c) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the state of Delaware without giving
effect to the choice of law provisions thereof.

                  (d) Waiver of Jury Trial. THE UNDERSIGNED ENTITIES EACH WAIVE
THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS CONSENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY INDEMNIFIED PERSON,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE
UNDERSIGNED ENTITIES EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
UNDERSIGNED ENTITIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS CONSENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.

                  (e) Benefits of Agreement. This Agreement is entered into for
the sole protection and benefit of the parties hereto and their successors and
assigns, and no other person or entity shall be a direct or indirect beneficiary
of, or shall have any direct or indirect cause of action or claim in connection
with, this Agreement.

                  (f) Successors and Assigns. The provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties to this Agreement. No party may
assign, except as expressly contemplated herein, any rights, obligations or
benefits under this Agreement without the prior written consent of the other
party except as expressly set forth herein.

                  (g) Notices. All notices and other communications required or
permitted under this Agreement shall be effective upon receipt and shall be in
writing and may be delivered in person, by telecopy, overnight delivery service
or registered or certified United States mail, addressed:


                                       17
<PAGE>

             If to the Buyer:      SEEC, Inc.
                                   Park West One, Ste. 200
                                   Cliff Mine Road
                                   Pittsburgh, Pennsylvania 15275
                                   Facsimile:        412.893.0415
                                   Attention:        Chief Executive Officer

                With a copy to:    Cohen & Grigsby, P.C.
                                   11 Stanwix St., 15th Floor
                                   Pittsburgh, Pennsylvania  15222
                                   Facsimile:        412.209.0672
                                   Attention:        Daniel L. Wessels

             If to KPCB:           KPCB Holdings, Inc.
                                   c/o Kleiner Perkins Caufield & Byers
                                   2750 Sand Hill Road
                                   Menlo Park, California  94025
                                   Facsimile:        650.233.0378
                                   Attention:        John A. Denniston
                                                     Chief Operating Officer

                With a copy to:    Brobeck, Phleger & Harrison LLP
                                   One Market - Spear Tower
                                   San Francisco, California 94105
                                   Facsimile:        415.442.1010
                                   Attention:        Ronald B. Moskovitz

             If to Sherwood:       Sherwood Partners, Inc.
                                   1849 Sawtelle Blvd., Ste. 543
                                   Los Angeles, California 90025
                                   Facsimile:        310.477.8402
                                   Attention:        Michael Maidy

                With a copy to:    Sulmeyer, Kupetz, Baumann & Rothman
                                   300 South Grand Ave., 14th Floor
                                   Los Angeles, California 90071
                                   Facsimile:        213.629.4520
                                   Attention:        David S. Kupetz

             If to Asera:          Asera, Inc.
                                   600 Clipper Dr., Ste. 100
                                   Belmont, California  94002
                                   Facsimile:        650.620.9744
                                   Attention:        Chief Executive Officer

                With a copy to:    Fenwick & West LLP
                                   Silicon Valley Center
                                   801 California Street
                                   Mountain View, California 94041
                                   Facsimile:        650. 938.5200
                                   Attention:        Richard L. Dickson

All notices and other communications shall be effective upon the earlier of
actual receipt thereof by the person to whom notice is directed or (i) in the
case of notices and communications sent by personal delivery or telecopy, one
business day after such notice or communication arrives at the applicable
address or was successfully sent to the applicable telecopy number, (ii) in the
case of notices and communications sent by overnight delivery service, at noon
(local time) on the second business day following the day such notice or
communication was sent, and (iii) in the case of notices and communications


                                       18
<PAGE>

sent by United States mail, seven days after such notice or communication shall
have been deposited in the United States mail.

                  (h) Interpretation. When a reference is made in this Agreement
to Exhibits or Schedules, such reference shall be to an Exhibit or Schedule to
this Agreement unless otherwise indicated. The words "include," "includes" and
"including" when used in this Agreement shall be deemed in each case to be
followed by the words "without limitation." The phrase "provided to," "furnished
to," and terms of similar import in this Agreement shall mean that a paper copy
of the information referred to has been furnished to the party to whom such
information is to be provided. In this Agreement, the phrases "the date hereof,"
and terms of similar import, unless the context otherwise requires, shall be
deemed to refer to January 8, 2003. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                  (i) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be valid, legal, and
enforceable under all applicable laws and regulations. If, however, any
provision of this Agreement shall be invalid, illegal, or unenforceable under
any such law or regulation in any jurisdiction, it shall, as to such
jurisdiction, be deemed modified to conform to the minimum requirements of such
law or regulation, or, if for any reason it is not deemed so modified, it shall
be invalid, illegal, or unenforceable only to the extent of such invalidity,
illegality, or limitation on enforceability without affecting the remaining
provisions of this Agreement, or the validity, legality, or enforceability of
such provision in any other jurisdiction.

                  (j) Counterparts. This Agreement may be executed in any number
of counterparts, including counterparts transmitted by facsimile or electronic
transmission, each of which shall be an original, but all of which together
shall constitute one instrument.

                  (k) Further Assurances. Each party to this Agreement shall do
and perform or cause to be done and performed all such further acts and things
and shall execute and deliver all such other agreements, certificates,
instruments and documents as the other party hereto may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and
the consummation of the transactions contemplated hereby.

                      (This space intentionally left blank)


                                       19
<PAGE>




                  IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date first above written.

"KPCB"                                                       "BUYER"

KPCB HOLDINGS, INC., as nominee,          SEEC, INC., a Pennsylvania corporation
a Delaware corporation

By:      /s/ John A. Denniston            By:      /s/ Ravindra Koka
         ---------------------------               ---------------------------
Name:    John A. Denniston                Name:    Ravindra Koka
Title:   President                        Title:   President and CEO


"SHERWOOD" OR "ASSIGNEE"                  "ASERA"

SHERWOOD PARTNERS, INC., a California     ASERA, INC., a Delaware corporation
corporation, solely in its capacity as
assignee for the benefit of creditors
of Asera, Inc.                            By:      /s/ David J. Murphy
                                                   -------------------
                                                   Name:    David J. Murphy
By:      /s/ Michael A. Maidy                      Title:   President and CEO
         ---------------------------
Name:    Michael A. Maidy
Title:   President






                                       20