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                                                                    Exhibit 10.2

August 15, 2002

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

Dear Bill:

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 on an as-needed basis. The scope
          of services includes prospect contact and follow through for any
          opportunity for Vertica software and services as presented to Momentum
          Solutions by Vertica.

     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 is One Hundred Twenty Five ($125.00)
          dollars per hour. Momentum Solutions will provide a weekly accounting
          of hours to Vertica Software.

     4.   Vertica Software will provide an advance payment of Two Thousand
          dollars ($2,000) for sixteen (16) hours to Momentum Solutions. Hours
          worked will be credited to that amount. Upon completion of 75% of the
          contracted amount (12 hours or $1,500). Vertica Software and Momentum
          Solutions will determine the level of future effort and another
          advance payment will be required.

     5.   Momentum Solutions agrees to receive payment for services in
          free-trading stock of Vertica Software, Inc. The number of shares
          shall be Fifty Thousand (50,000), which is based on an average value
          of four cents ($0.04) per share.

AGREED:

<TABLE>
<S>                         <C>           <C>                                    <C>
/s/ William F. Mason        9/18/02       /s/ Susan N. Thompson                  9/20/02
--------------------        -------       --------------------------------       -------
William F. Mason            Date          Susan N. Thompson                      Date
Chief Execution Officer                   Managing Director
Vertica Software, Inc.                    The Momentum Solutions Group LLC
</TABLE>

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                             LETTER OF UNDERSTANDING

PERSONAL AND CONFIDENTIAL

November 12, 2002

William F. Mason
President & CEO
VERTICA SOFTWARE, INC.
106 East Sixth Street
Austin, Texas 78701

Dear Bill:

We are pleased to set forth the terms of the engagement of Thomas E. Lindholm,
by VERTICA SOFTWARE, INC. (the "Company") in connection with advising and
assisting the Company with (a) obtaining new financing (including senior debt
and subordinated debt) for the Company and/or any of its affiliates, (b)
refinancing or restructuring existing debt of the Company and/or any of its
affiliates, and (c) the recapitalization of the Company and/or any of its
affiliates (each a "Financial Transaction" and collectively the "Financial
Transactions"), as more fully set forth herein. This Agreement will confirm
Thomas E. Lindholm's engagement by the Company on the following terms and
conditions:

1.   Services To Be Provided. Thomas E. Lindholm will assist the Company as the
non-exclusive financial advisor in connection with Financial Transactions for
180 days from the date of this document signing. In connection with Thomas E.
Lindholm's activities on the Company's behalf, Thomas E. Lindholm will
familiarize himself, to the extent reasonably necessary, with the business,
operations, properties, financial condition and prospects of the Company, and as
soon as reasonably practicable, complete an initial analysis of the Company's
operational viability. In connection with his role as financial advisor, Thomas
E. Lindholm shall advise the Company on potential Financial Transactions and
assist the Company in obtaining the Financial Transactions the Company desires
to pursue. Such services shall include the following:

a.   Capital Raising/Debt Activities. Thomas E. Lindholm will assist the Company
in (i) developing a plan to restructure and/or refinance the Company's financial
structure, (ii) implement any such restructuring and/or refinancing plans
through discussions and negotiations with creditors (whether they be secured,
unsecured or trade creditors), shareholders and parties in interest and with
potential parties to any Financial Transaction; (iii) structuring and raising
new debt or equity securities issued by

<PAGE>

Company; and (iv) evaluating any securities that might be issued in connection
with any restructuring or recapitalization plan.

b.   Financial Advisory Services. Thomas E. Lindholm will assist the Company in
such other financial advisory services as may be mutually agreed upon by Thomas
E. Lindholm and the Company, including assisting the Company in negotiations
with senior lender concerning a loan amendment, forbearance and standstill
agreement.

2.   Fees. In consideration for our services pursuant to this Agreement, Thomas
E. Lindholm shall be entitled to receive, and the Company shall pay to Thomas E.
Lindholm, the following compensation:

     a.   Engagement Fees. Upon the execution of this Agreement, the Company
          shall pay to Thomas E. Lindholm an engagement fee of payable in the
          for of 350,000 restricted common shares of VERTICA SOFTWARE, INC. The
          engagement fee shall be deemed earned when this Agreement is executed
          by both parties hereto and shall be non-refundable.

     b.   Financial Transaction Fee. Upon the closing of any Financial
          Transactions for the Company, the Company shall pay to Thomas E.
          Lindholm a cash fee (the "Financial Transaction Fee") equal to, the
          aggregate, the following:

               i.   2.0% of the principal amount of senior debt which is
          obtained, refinanced, amended or restructured; and separately.
               ii.  4.0% of the principal amount of all subordinated debt which
          is obtained, refinanced, amended or restructured; and separately.
               iii. 5.0% of the gross amount of any new equity securities issued
          by the Company.

               It should be noted that the Financial Transaction Fee is not a
          cumulative fee but a fee for each type of capital raised.

               For Example, if $800,000 equity were raised, the Financial
          Transaction Fee would be $40,000 ($800,0000 X 5%) and no fee for
          senior or subordinated debt.

          The Financial Transaction Fee shall be due and payable by the Company
          upon the closing of the subject Financial Transaction. Thomas E.
          Lindholm retains the option of taking the Financial Transaction fee in
          the form of restricted common shares at the closing of the subject
          Financial Transaction.

          The number of restricted shares shall be the Financial Transaction Fee
          divided by a 30% discount of the company stock's previous 30-day
          average closing bid price.

                                   Page 2 of 8

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               For example, an earned $40,000 Financial Transaction fee divided
          a stock price of $0.07 (30% discount on the previous 30-day average
          bid price of $0.10.) shall mean 571,428 restricted common shares.

          Debt Reduction Fee. Upon the closing of any refinancing in which any
          creditor (whether secured or unsecured creditor, trade creditor or
          other creditor) agrees to accept as full payment an amount less than
          the total actual amount it is then owed (including any "soft notes")
          in accordance with the applicable loan documents, the Company shall
          pay Thomas E. Lindholm an additional fee (the "Debt Reduction Fee")
          equal to 20% of the amount of any reduction of that total amount owed.
          The Debt Reduction Fee shall be in addition to any Financial
          Transaction Fee that may be owed to Thomas E. Lindholm for such
          refinancing.

     c.   Expenses. In addition to the fees described above, the Company agrees
          to promptly reimburse Thomas E. Lindholm upon request from time to
          time, for pre-approved out-of-pocket expenses, (the "Expenses")
          reasonably incurred by Thomas E. Lindholm up to any aggregate maximum
          of $5,000, which shall be itemized, unless the Company has agreed in
          writing to a greater amount during the term of this engagement. Thomas
          E. Lindholm retains the option of taking the Expenses in the form of
          restricted common shares. The number of shares shall be determined by
          the expenses total divided by a 30% discount of the Company stocks
          previous 30-day average closing bid.

3.   Cooperation. In connection with Thomas E. Lindholm's activities on the
Company's behalf, the Company will cooperate with and will furnish Thomas E.
Lindholm with all information and data concerning the Company and any Financial
Transaction (the "Information") which Thomas E. Lindholm deems appropriate and
will provide Thomas E. Lindholm with access to the Company's officers,
directors, employees, independent accountants and legal counsel. The Company
represents that to the best of it's knowledge, all information (a) made
available to Thomas E. Lindholm by the Company or (b) contained in any filing by
the Company with any court or any government or regulatory agency, commission or
instrumentality each (an "Agency") will, at all times during the period of
engagement of Thomas E. Lindholm, hereunder, be complete and correct in all
material respects and will not contain any untrue statement of material fact or
omit to state a material fact necessary in order to make the statements therein
not misleading in the light of the circumstances under which such statements are
made. The Company further represents and warrants that any projections will have
been prepared in good faith and will be based on assumptions, which, in light of
the circumstances under which they are made, are reasonable.

Company acknowledges and agrees that, in rendering its services hereunder,
Thomas E. Lindholm will be using and relying on the information (and information
available from

                                   Page 3 of 8

<PAGE>

public sources and other sources deemed reliable by Thomas E. Lindholm) without
independent verification thereof or independent appraisal of any of the
Company's assets. Thomas E. Lindholm does not assume responsibility for the
accuracy or completeness of the information or any other information regarding
the Company or any Financial Transaction. Any advice rendered by Thomas E.
Lindholm, pursuant to this Agreement may not be disclosed publicly by the
Company without Thomas E. Lindholm's prior written consent.

4.   Indemnification. The Company agrees to indemnify Thomas E. Lindholm in
accordance with the indemnification provisions attached to this Agreement as
Appendix A, which are incorporated herein and made a part hereof.

5.   Other Matters.

          a.   The Company hereby acknowledges that it is a sophisticated
               business enterprise that has retained Thomas E. Lindholm for the
               limited purposes set forth in this Agreement and the parties
               acknowledge and agree that their respective rights and
               obligations are contractual in nature. Each party disclaims and
               intention to impose fiduciary obligations on the other by virtue
               of the engagement contemplated by this Agreement.

          b.   This Agreement may be terminated with or without cause by Thomas
               E. Lindholm or the Company at any time upon receipt of written
               notice by the other party to that effect. Upon termination of the
               Agreement, neither party will have any liability or continuing
               obligation to the other, except, that: (i) the indemnification
               provisions of Exhibit A to this Agreement will survive any such a
               termination and if a Financial Transaction is (1) consummated
               from the date of termination through the twelve (12) month
               anniversary of such termination or (2) consummated with a
               Designated Party from the (12) month anniversary of such
               termination through the twenty-four (24) month anniversary of
               such termination (or if a definitive agreement with respect to
               such a Financial Transaction which is subsequently consummated is
               entered into during such periods), the Company will remain
               obligated to pay Thomas E. Lindholm, the Financial Transaction
               Fee and any other fees earned in accordance with the terms of
               this Agreement; provided, however, that if (a) Thomas E.
               Lindholm, terminates this Agreement without Cause (as hereafter
               defined), or (b) the Company terminates this Agreement with
               Company Cause (as hereafter defined), Thomas E. Lindholm, shall
               not thereafter be entitled to such Financial Transaction Fee. For
               purposes of this Agreement only, "Cause" shall mean and include
               the Company's breach of any term of this Agreement or the failure
               of the Company to provide with the information requested in
               connection with the Company or a potential Financial Transaction.
               For purposes of this Agreement, "Company Cause" shall mean and
               include only Thomas E. Lindholm's gross negligence, willful
               misconduct, or substantial nonperformance of the services
               contemplated

                                   Page 4 of 8

<PAGE>

               by this Agreement. For purposes of this Agreement, "Designated
               Party" shall mean and include (I) any entity that Thomas E.
               Lindholm designates to the Company, from time to time, as having
               been contacted by Thomas E. Lindholm in connection with his
               Financial Transaction activities and (II) any affiliate, insider,
               or person controlled by or under the control of any of the
               aforementioned foregoing.

          c.   Without prior consent of the Company, Thomas E. Lindholm shall
               not disclose any confidential information concerning the Company
               to any prospective provider of capital or any other person who
               has not executed an agreement to keep such information
               confidential.

          d.   The validity and interpretation and enforcement of this Agreement
               shall be governed by the law of the State of Texas without
               reference to conflict of law principles, (applicable to
               agreements made and to the be fully performed therein). The
               Company hereby irrevocably submits to any court located in
               Tarrant County in the State of Texas as the exclusive
               jurisdiction of any suit, action or other proceeding arising out
               of this Agreement, or any the agreements or transactions
               contemplated hereby, which is brought by or against the Company,
               and (I) hereby irrevocably agrees that all claims in respect of
               an suit, action or proceeding may be heard and determined in any
               such court and (II) to the extent that the Company has acquired,
               or hereafter may acquire, any immunity from jurisdiction of any
               such court or from any legal process therein, the Company hereby
               waives, to the fullest extent permitted by legal, such immunity.
               The Company hereby waives and agrees not to assert in any such
               suit, action or proceeding, in each case, to the fullest extent
               permitted by applicable law, any claim that (a) the Company is
               not personally subject to the jurisdiction of any such court, (b)
               the Company is immune from any legal process (whether through
               service or notice, attachment prior to judgment, attachment in
               aid of execution or otherwise) with respect to the Company or its
               property or (c) any such suit, action or proceeding is brought in
               an inconvenient forum.

          e.   The benefits of this Agreement shall inure to the respective
               successors and assigns of the parties hereto and of the
               indemnified parties hereunder and their successors and assigns
               and representatives, and the obligations and liabilities assumed
               in this Agreement by the parties hereto shall be binding upon
               their respective successors and assigns. No fee payable to any
               other financial advisor by the Company or any other company in
               connection with the subject matter of this engagement shall
               reduce or otherwise affect any fee payable hereunder to Thomas E.
               Lindholm.

          f.   Thomas E. Lindholm and the Company, acting through senior
               management, shall cooperate fully in the engagement contemplated
               by this Agreement; provided that any written reports or
               recommendations

                                   Page 5 of 8

<PAGE>

               shall be timely prepared for submission and, if appropriate,
               approval by the Company's Board of Directors.

If the foregoing correctly sets forth our understanding, we would appreciate you
signing the enclosed copy of this Agreement in this space provided and returning
it to us.

Very truly yours,

By /s/ Thomas E. Lindholm
   ----------------------
   Thomas E. Lindholm

Confirmed and Agreed to this 20 day of Nov, 2002

VERTICA SOFTWARE, INC.

By /s/ William F. Mason
   --------------------
   William F. Mason
   President & CEO

                                   Page 6 of 8

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APPENDIX A

     This Appendix A is incorporated in and made a material part of that certain
Letter of Understanding (the "Letter Agreement") between Thomas E. Lindholm and
VERTICA SOFTWARE, INC. (the "Company"). In the event that Thomas E. Lindholm,
becomes involved in any capacity, other than as a plaintiff, in any action,
proceeding or investigation brought by or against any person, including
stockholders of the Company, or any related entity in connection with any matter
related to the assignment described in the Letter Agreement will periodically
(but in no event less frequently than quarterly each year), the Company
periodically will subsequent proceeding, reimburse Thomas E. Lindholm for its
legal and other expenses (including the cost of any investigation and
preparation) reasonably incurred in connection therewith; provided, however,
that it is found in any such action, proceeding or investigation, or in any that
a loss, claim, damage or liability of Thomas E. Lindholm has resulted from gross
negligence or bad faith of Thomas E. Lindholm. in performing the services which
are the subject of the Letter Agreement. Thomas E. Lindholm shall repay such
portion of the reimbursed amounts that is attributable to expenses incurred in
relation to the act or omission of Thomas E. Lindholm which is the subject of
such finding. The Company also will indemnify and hold Thomas E. Lindholm
harmless against any losses, claims, damages, or liabilities to any such person
in connection with any matter related to the assignment described in the Letter
Agreement, except to the extent that any such loss, claim, damage or liability
results from the gross negligence or bad faith of Thomas E. Lindholm in
performing the services that are the subject of the Letter Agreement. If for any
reason the foregoing indemnification is partially unavailable to Thomas E.
Lindholm as a result of his bad faith or gross negligence, or is insufficient to
hold him harmless, then the company shall contribute to the amount paid by
Thomas E. Lindholm as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative economic interests of the
Company and its stockholders on the one hand and Thomas E. Lindholm on the other
hand in the matters contemplated by the Letter Agreement as well as the relative
fault of the Company and Thomas E. Lindholm with respect to loss, claim, damage
or liability and any other relevant equitable considerations; provided, however,
that in no event shall Thomas E. Lindholm, be required to contribute any amounts
in excess of the fees received by it hereunder. The Company shall be liable for
any settlement of any claim against Thomas E. Lindholm made with the Company's
written consent, which consent shall not unreasonably be withheld, and the
Company shall not without the prior written consent of Thomas E. Lindholm which
consent shall not be unreasonably withheld, settle or compromise any claim or
permit a default or consent to the entry of judgment in respect thereof, unless
such settlement, compromise or consent includes, as an unconditional term
thereof, the giving by the claimant to Thomas E. Lindholm, of an unconditional
release from any and all liability in respect to such claim. Thomas E. Lindholm
shall have the right to retain counsel of his own choice to represent him in
connection with any matter as to which the indemnity and contribution
obligations of the Company under this Appendix A shall apply and shall pay the
costs and expenses of such counsel in addition to any liability which the
Company may otherwise have, shall extend upon the same terms and conditions to
any affiliate of Thomas E. Lindholm, and the directors, agents, employees and
controlling persons (if any), as the case may be, of Thomas E. Lindholm, and any
such affiliate, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, Thomas
E. Lindholm, any such affiliate and any such person. The Company also agrees
that neither Thomas E. Lindholm nor any of such affiliates, directors, agents,
employees or controlling persons shall have any liability to the Company and its
stockholders for or in connection with any matter referred to in the Letter
Agreement except to the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company result from the gross negligence or bad faith
of Thomas E. Lindholm in performing the services that are subject of the Letter
Agreement. The provisions of this Appendix A shall survive any termination or
completion of the engagement provided by the Letter Agreement and the Letter
Agreement shall be governed by and construed in accordance with the laws of
Texas without regard to principles of conflicts of laws.

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