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                                                                    Exhibit 10.4

October 1, 2002


Consulting Services Agreement

This Consulting Services Agreement (this "Agreement") dated 10/1/02 is by and
between The Charles Group, LLC. (Consultant) and Vertica Software, Inc.
(hereafter, "Company")

The Company and Consultant desire to set forth in writing the terms and
conditions of their agreement and understanding concerning a minimum three (3)
month term consulting agreement; in considerations of the promises, mutual
covenants, agreements and considerations herein contained, the parties hereto
agree as follows:

Engagement

The Company hereby engages Consultant to provide services set forth in section
"Services" Consultant hereby accepts such engagement and shall, during the term
of this agreement, perform the services to the best of their ability.

Services

    1. Provide the Company general management services relating to sales,
       marketing, software development and support.
    2. Assist the Company in developing a strategic business plan.
    3. Introduce the Company to potential clients and entities that may be
       interested in assisting the Company in its restructuring effort.
    4. Make all efforts to secure the 1/st/ Client of Vertica Software, Inc.

Compensation

For services provided, the Company will pay the Consultant 1,000,000 shares of
S-8 registered stock of Vertica Software, Inc. This stock is due the Consultant
as of October 15, 2002.

Authority

Consultant understands and agrees that under the terms of this agreement,
Consultant is not an employee and will receive a Form 1099 from the Company
evidencing Consultants compensation.

Confidentiality

In the course of the performance of Consultants duties hereunder, Company and

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Consultant recognize and acknowledge that Consultant may have access to certain
confidential and proprietary information of the Company.

Expenses

Expenses incurred in the normal course of business will be at the expense of the
Consultant. Expenses for travel, that have been pre-approved by the Company,
will be paid by the Company.

Applicable Laws

This agreement shall be construed in accordance with and governed by the laws of
the United States. If any party brings legal action to enforce any right or
obligation under this agreement, jurisdiction shall lie exclusively in Colorado.

General Provisions

This agreement constitutes the entire agreement of the parties hereto and
expressly supersedes prior and comtemporaneous understandings and commitments,
whether written or oral, with respect to the subject matter hereof. No
variations, modifications, changes or extensions of this agreement or any other
terms shall be binding upon any party hereto unless set forth in a document
duly executed by each party.

Company Authorized Officers:                           /s/ William F. Mason

_____________________________                          William F. Mason
                                                       ---------------------
                                                       President
                                                       Vertica Software Inc.
                                                       10/2/02