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                                                                    Exhibit 10.5

[LOGO OF THE MOMENTUM SOLUTIONS GROUP LLC]

November 25, 2002

Mr. William F. Mason
Chief Executive Officer
Vertica Software, Inc.
Austin, TX

Dear Sir:

This letter outlines the terms of agreement of the services that The Momentum
Solutions Group, LLC will deliver to Vertica Software, Inc.

     1.   Momentum Solutions, as an independent vendor, will provide sales and
          sales management services to Vertica for one week per month for three
          months, from December 1, 2002 through February 28, 2003. Vertica
          hereby engages Momentum Solutions Group to provide services set forth
          below. Momentum Solutions, LLC hereby accepts such engagement and
          shall during the term of this agreement perform the services to the
          best of their ability.

               a.   Assist the Company to obtain 2-3 viable prospects for
                    Vertica product and services

               b.   Assist the Company in the development and closing of AON
                    Risk Management opportunity.

     2.   Momentum Solutions is a vendor, not an employee of the Company, and as
          such no federal or state taxes, social security, unemployment
          compensation or any other payments will be withheld from the
          compensation.

     3.   The agreed upon compensation for one week per month is $5,000.
          Momentum Solutions will provide a weekly accounting of hours to
          Vertica Software.

     4.   Momentum Solutions agrees to receive payment for services in
          free-trading stock of Vertica Software, Inc. The number of shares
          shall be Seventy Seven Thousand Five Hundred (77,500), which is based
          on an average values of $.008462 per share, which is the average
          closing price from September 25th through November 25th. Should the
          average closing price drop significantly, Vertica Software agrees to
          trade additional shares so that Momentum Solutions receives the agreed
          to minimum monthly payment of $5,000.

     5.   Vertica Software will provide all payments or stock certificates in
          lieu of cash in advance monthly. Payment of stock certificates to be
          received no later than the fifth (5th) day of the month.

     6.   Vertica acknowledges that the undertaking of this project involves a
          substantial amount of risk and the actual results may differ
          marginally than the stated objective of obtaining 2-3 viable prospects
          for the Company and to obtain the AON Risk Management opportunity.
          However, the successful achievement of this project will, in fact,
          offer substantial future opportunity for the Company. As such, Vertica
          agrees to pay Momentum Solutions Group, LLC a bonus based on the
          achievement the follow objective:

               a.   A closed sale of the Vertica software.

               b.   A positive reference on the Vertica software. A positive
                    reference is defined as a prospective customer willing to
                    state to a Vertica-designed individual that he/she has
                    reviewed and investigated the Vertica product to a degree to
                    deem the Vertica product offering as offering significant
                    advantage to it or to other companies within the industry.

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Mr. William Mason
November 25, 2002
Page 2 of 2

     7.   The bonus structure shall be:

          a.   Vertica agrees to pay Momentum Solutions 15% cash commission on
               any closed sale upon receipt of revenue.

          b.   Vertica agrees to pay Momentum Solutions $5,000 for each positive
               reference obtained for the Vertica products. Payment may be
               either each or free-trading stock shares.

AGREED:

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<S>                           <C>          <C>                                    <C>
/s/ William F. Mason          12/1/02      /s/ Susan N. Thompson                  12/1/02
-----------------------       -------      ---------------------------------      -------
William F. Mason              Date         Susan N. Thompson                      Date
Chief Execution Officer                    Managing Director
Vertica Software, Inc.                     The Momentum Solutions Group, LLC
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