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                         ORACLE PARTNERNETWORK AGREEMENT


This Oracle PartnerNetwork Agreement ("agreement") includes the terms and
definitions set out below, any technical support policies and OPN policies
referenced in this agreement, and any additional written terms posted on the OPN
web site related to the benefits you receive from Oracle under this agreement.
This agreement is not effective until accepted by Oracle.

Definitions
"Oracle" refers to Oracle Corporation. "You" and "your" refer to the individual
or entity that has entered into this agreement to join the Oracle PartnerNetwork
(the "OPN"). The term "programs" refers to the software products which you order
from Oracle for development, demonstration, training and support purposes as
provided below, program documentation and any program updates acquired through
technical support. The term "technical support" consists of Software Updates,
Product Support, and/or other technical support services you may have ordered.
The term "services" refers to technical support (excluding any program updates
acquired through technical support), education, consulting or other services
which you may have ordered. The term "OPN site" refers to the Oracle
PartnerNetwork website located at http://partner.oracle.com. The term "end user"
refers to a third party that is licensed to use the programs for its own
business operations.

OPN Services
Following processing of your application for membership in the OPN, if accepted,
you will be notified as to which of the following levels of the OPN you have
successfully qualified: Member Partner, Certified Partner, or Certified
Advantage Partner. Where provisions of this agreement are stated to be
applicable to a particular level of the OPN, the level applicable to you shall
be as notified to you pursuant to this provision. Your membership in the OPN is
subject to your payment of the membership fees for the applicable partner level
as published by Oracle in the OPN policies at the OPN site at
http://partner.oracle.com(select Home Tab, Manage Your Membership Portlet). This
schedule of fees, incorporated in this agreement, is subject to change and all
membership fees are non-cancelable and non-refundable.

Subject to the section below entitled Export Administration, your membership
covers all of the facilities or locations where you conduct activities related
to this agreement; provided however, that you will receive benefits from Oracle
only in the country in which you registered to become a partner in the OPN.
Provided that you continuously meet the OPN entry and qualification criteria as
published by Oracle on the OPN site at http://.partner.oracle.com (select Home
Tab, Manage Your Membership Portlet, ) you shall receive all of the services
specified for the applicable partner level in the OPN policies published by
Oracle. The OPN policies applicable to your membership in the OPN are located on
the OPN site at http://partner.oracle.com (select Home Tab, Manage Your
Membership Portlet). The OPN policies, incorporated in this agreement, are
subject to change and may contain additional terms. Please read these policies
carefully as they contain the specific terms applicable to each OPN level.

Internet Platform Software Programs
Your use of the programs identified in the OPN policies as the Internet Platform
Software programs shall be subject to the terms set out in the OPN policies and
the terms below. Provided that you (1) continue to satisfy the then-current OPN
policies for the Internet Platform Software programs as published by Oracle and
(2) comply with this agreement, you will be granted the rights below.

Oracle grants you a non-exclusive, non-transferable, limited license for the
applicable number of licenses as set forth in the OPN policies to use the
Internet Platform Software programs for the following purposes: (1) to develop
or prototype hardware or software products, or services for potential
distribution with programs, but not for the purpose of developing or prototyping
hardware, software products, or providing services for your end users regardless
of whether you receive any fees for doing so; (2) to demonstrate the programs to
potential end users solely in connection with your value added package or
application package pursuant to an agreement with Oracle for the distribution of
Oracle programs; and (3) to provide technical support and/or training for
employees and end users solely in connection with your


                                                                               1

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value added package or your application package pursuant to an agreement with
Oracle for the distribution of Oracle programs. You may allow your agents and
contractors to use the programs for these purposes, subject to the terms of this
agreement. Program documentation is either shipped with the programs, or you may
access the documentation online at http://docs.oracle.com.

Oracle E-Business Suite Software Programs
Your use of the programs identified in the OPN policies as the E-Business Suite
Software programs shall be subject to the terms set out in the OPN policies and
the terms below. Provided that you: (1) continue to satisfy the then-current OPN
policies for the E-Business Suite Software programs as published by Oracle; and
(2) comply with this agreement, you will be granted the rights below.

If you meet the criteria set forth in the OPN policies, Oracle grants you a
non-exclusive, non-transferable, limited license for the applicable number of
licenses as set forth in the OPN policies to: (a) demonstrate the programs
identified as E-Business Software programs to potential end users solely in
connection with your OPN membership; and (b) integrate the E-Business Suite
Software programs with your application program. You may allow your agents and
contractors to use the programs for these purposes, subject to the terms of this
agreement. Program documentation is either shipped with the programs, or you may
access the documentation online at http://docs.oracle.com.

If you meet the criteria set forth in the OPN policies and are admitted as a
member of the E-Business Suite Outsourcing Implementor Initiative, subject to
the terms of this agreement, Oracle agrees to: (1) provide you with access to
the Oracle consulting methodology/engagement materials which are further
described in the OPN policies; (2) permit you to order technical support in
accordance with the terms of the OPN policies; and, (3) provide public relations
opportunities with respect to your successful Oracle outsourcing services
implementations. In consideration for your participation in the E-Business Suite
Outsourcing Implementor Initiative, you agree to: (a) adhere to all the
standards set forth for in Oracle's Online Services Implementation Guidelines
(the "Implementation Guidelines"), which may be modified from time to time; (b)
comply with the responsibilities that are outlined in the E-Business Suite
Outsourcing Online Life Cycle (the "Online Life Cycle), which may be modified
from time to time; (c) require your end users to comply with Oracle's
Outsourcing Services Policies, which may be modified from time to time; (d) only
implement versions of Oracle products certified by E-Business Suite Outsourcing
and to be trained in the version of Oracle programs you implement; and (e)
attend training provided by Oracle specific to E-Business Suite Outsourcing
(i.e. eSeminars) as specified in the OPN Outsourcing Roadmap. You may access the
current versions of the Implementation Guidelines, the Online Life Cycle,
Oracle's Outsourcing Services Policies, and the Outsourcing Roadmap at
http://partner.oracle.com (select Home Tab, Manage Your Membership Portlet). In
accordance with the terms of the Other section below, Oracle may review your
compliance with the then-current versions of the Implementation Guidelines, and
if Oracle, in its sole discretion determines that you are not in compliance with
such guidelines, you shall immediately modify or discontinue your implementation
as directed by Oracle.

Technical Support
Depending on the level of the OPN into which you have qualified, you may be able
to order technical support services from Oracle for the program licenses you
receive under this agreement as further described in the OPN policies. If
ordered, annual technical support is provided under Oracle's technical support
policies in effect at the time the services are provided. The technical support
policies, incorporated in this agreement, are subject to change and may contain
additional terms, and you should review the policies prior to entering into the
ordering document for the applicable services. You may access the current
version of the technical support policies at http://partner.oracle.com (select
Home Tab, Manage Your Membership Portlet).

Oracle reserves the right to desupport its programs. Such desupport notices,
which are posted at Oracle's customer support web site, MetaLink (or Oracle's
then current customer support web site), contain desupport dates, information
about availability of Extended Assistance Support and Extended Maintenance
Support and information about migration paths for certain features. The
desupport notices

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are subject to change; Oracle will provide updated desupport notices on MetaLink
(or Oracle's then current customer support web site) as necessary.

Methodology/Engagement Materials
Your use of the Oracle consulting methodology/engagement materials for the
programs and related documentation ("materials"), which are further defined in
the OPN policies, shall be subject to the terms below.

Oracle grants to you a non-exclusive, non-transferable, limited license to use
and to make an unlimited number of copies of the materials, subject to the OPN
policies, for the following purposes: (1) use the materials in connection with
the implementation of programs for your end users who have acquired valid
licenses for such programs; (2) provide training to your employees in use of
materials; (3) demonstrate the materials to end users; and (4) copy the
materials for archival or backup purposes. You may allow your agents and
contractors to use the materials for these purposes, subject to the terms of
this agreement. All titles, trademarks, and copyright and restricted rights
notices contained in the materials shall be reproduced in any copies of the
materials. All copies of the materials shall be subject to the terms of this
agreement.

Marketing Services
Subject to the terms below, any terms posted on the OPN site, and the Logo and
Advertising Template Guidelines set forth at http://partner.oracle.com (select
Home Tab, Manage Your Membership Portlet), your use of the Oracle marketing
programs, marketing materials, and marketing tools ("marketing services"), which
are further defined in the OPN policies ("marketing services") shall be subject
to the terms below.

Oracle grants you a non-exclusive, nontransferable, limited license to use the
marketing services solely for the purpose of creating, executing, and monitoring
marketing campaigns related to Oracle products and services. You may allow third
parties to access the marketing services for the purpose of creating, executing,
and monitoring marketing campaigns related to Oracle products and services on
your behalf, provided that you ensure that all such use is in accordance with
this agreement. You agree to be responsible for any misuse of the marketing
services by you or any third party using the marketing services on your behalf
and you agree to use the marketing services at your own risk.

You are licensed and agree to use the marketing services for lawful purposes
only. You agree not to create any content or otherwise transmit any information
or material that: (a) is false or misleading; (b) is harassing or invades
another's privacy, harms minors in any way, or promotes bigotry, racism, hatred
or harm against any group; (c) is obscene; (d) infringes another's rights,
including but not limited to intellectual property rights; or (e) constitutes
"spam." You, and not Oracle, are responsible for all content and other materials
that you upload, post, email or otherwise transmit or use via the marketing
services ("partner content"). You agree that Oracle in its sole discretion, may
at any time: (1) terminate your right to use the marketing services and remove
any partner content, information or material from the OPN site if you breach the
terms of this section and fail to correct such breach within 30 days of written
notice from Oracle, (2) make changes to or discontinue any and all aspects of
the marketing services, and (3) restrict the online storage if you upload
partner content in excess of user storage allocation capacities which may be
specified by Oracle. Rather than restrict excess online storage, Oracle may
negotiate a charge with any subscriber having such excess storage. Oracle
expressly reserves the right to suspend or terminate your use of the marketing
services if your use of the marketing services or storage on the OPN site is
excessive and/or likely to cause loss or damage. You shall be financially
responsible to Oracle for any such use or storage that results in loss or
damage. Upon termination or expiration of this agreement or of your right to use
the marketing services, Oracle may, but is not obligated to, delete archived
data, including data entered by you or by your customers via your landing pad,
but will not do so until 60 days after such termination or expiration.

The marketing services contain information, data, text, software, and other
materials (collectively, "content") that may be protected by copyrights,
trademarks, trade secrets and other proprietary rights. Except as expressly
authorized by Oracle, you agree not to copy, modify, delete, publish, transmit,


                                                                               3
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participate in the transfer or sale of, create derivative works from, or in any
way exploit any of the content included in the marketing services. Oracle does
not guarantee the accuracy, quality or usefulness of any content or any
marketing services.

You are responsible for maintaining the confidentiality of any personal data
stored on the OPN site in connection with the marketing services. You are
responsible for complying with all applicable laws governing collection,
storage, processing, use and transfer of such information. You authorize Oracle
to process data as required to facilitate the provision of the marketing
services. Oracle will process and use personal data in accordance with the
instructions received from you, and will not process or use such data in a
manner different from that necessary to carry out Oracle's obligations under
this agreement, provided however, that Oracle may be required to provide
personally identifiable information to third parties to comply with legally
mandated reporting, disclosure, or other legal process requirements. As the
owner of the data, you are warranting that you have provided your users with all
appropriate notices and have obtained all appropriate consents to transfer the
data to us and allow its processing according to the terms of this agreement.

You shall cooperate with Oracle to allow for review of your use of the marketing
services and compliance with Oracle's quality standards. If Oracle, in its sole
discretion, determines that your use of the marketing services is not in
compliance with this agreement, you shall promptly modify or discontinue your
use as directed by Oracle.

You agree to comply with the Logo and Advertising Template Guidelines. Oracle
may change the Logo and Advertising Template Guidelines, and, upon reasonable
notice from Oracle, you shall promptly modify your use of the marketing services
to conform to any such changed Logo and Advertising Template Guidelines.

You shall defend, indemnify and hold harmless Oracle, its officers, directors,
employees and agents from and against any and all claims, liabilities, damages,
losses or expenses, including reasonable attorneys' fees and costs, arising out
of or in any way connected with your access to or use of the marketing services.
Oracle shall not be liable or deemed to be in default for any delay or failure
in performance or interruption of any service resulting directly or indirectly
from acts of God, civil or military authority, acts of public enemy, war, riots,
civil disturbances, insurrections, accidents, fires, explosions, floods, the
elements, strikes, labor disputes, shortages of suitable parts, materials, labor
or transportation, magnetic interference, interruptions of electric power or
other utility service, unavailability of any telecommunications service or
connection to any telecommunications service, computer, software, backbone or
network error, or any other cause beyond Oracle's reasonable control.

Opt-in to Marketing
As a member of the OPN in any level, you will need to know about Oracle
products, offerings, conferences, and training. As such, your participation in
the OPN will serve as an opt-in to Oracle marketing that may be deemed relevant
to Oracle partners. You will be presumed to have provided appropriate notices
and have obtained appropriate consents, if required, from any persons who are
signed up to the OPN on your behalf.

Oracle PartnerNetwork Solutions Marketplace and Oracle PartnersOnline
As further described in the OPN policies, you may be permitted to enter
information regarding your Oracle based software solution into the Oracle
PartnerNetwork Solutions Marketplace. You agree that the Oracle based solutions
that you enter into the Oracle PartnerNetwork Solutions Marketplace: (a) do not
infringe a third party's intellectual property rights; (b) are not false,
inaccurate or misleading; and (c) do not violate any applicable laws or
regulations.

In addition, from time to time, the parties may exchange marketing and sales
leads through Oracle PartnersOnline. Both parties agree to use the information
provided in such marketing and sales leads solely for purposes related to your
membership in the OPN. All leads exchanged must be prequalified by the providing
party and may only be used in furtherance of an end user's inquiry, unless an
independent business relationship between a party and the end user already
exists.


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Upon dissolution of your business, the filing of a voluntary or involuntary
petition in bankruptcy by you or on your behalf, or termination or expiration of
this agreement, you agree to return or destroy and refrain from using any
marketing and/or sales leads that have been provided to you through Oracle
PartnersOnline and Oracle reserves the right to remove your entries from the
Oracle PartnerNetwork Solutions Marketplace.

Additional Oracle Resources
From time to time, during the term of this agreement, Oracle may provide you
with access to Oracle marketing materials, consulting materials, and other
software or services as identified in the OPN policies ("additional Oracle
resources"). Your use of the additional Oracle resources shall be subject to the
terms of this agreement, those terms set out in the OPN policies, and any
additional written terms posted on the OPN site related to the additional Oracle
resources.

Logo License
If you qualify for membership in the OPN, Oracle grants you a non-exclusive,
non-transferable right to use, during the term of this agreement, the Oracle
logo appropriate to your level of membership (the "logo") to promote your
relationship with Oracle under this agreement. Oracle may modify the logo from
time to time and you shall stop using any prior version following any such
modification. Your use of the logo shall strictly comply with Oracle's Logo and
Advertising Template Guidelines set forth at http://partner.oracle.com (select
Home Tab, Manage Your Membership Portlet), which may be modified from time to
time. You shall not use the logo in a manner that misrepresents your
relationship with Oracle or is otherwise misleading, or that reflects negatively
on Oracle. All products and services in connection with which you use the logo
shall conform to Oracle's quality standards and meet or exceed industry
standards. You shall cooperate with Oracle to allow for review of your use of
the logo and compliance with Oracle's quality standards. If Oracle, in its sole
discretion, determines that your use of the logo is not in compliance with this
agreement, you shall promptly modify or discontinue your use of the logo as
directed by Oracle. Oracle may change the logo and Logo and Advertising Template
Guidelines, and, upon reasonable notice from Oracle, you shall promptly modify
your use of the logo to conform to any such changed logo or Logo and Advertising
Template Guidelines. You acknowledge that you are granted no rights with respect
to Oracle trademarks except as expressly set forth herein, and agree that any
use of Oracle trademarks (including the "logo") by you shall inure to the sole
benefit of Oracle. You agree to provide reasonable assistance to Oracle in
connection with the protection and prosecution of Oracle trademarks. You agree
not to use Oracle trademarks or potentially confusing variations of Oracle
trademarks (including "Ora") as a part of any of your trademarks, product names,
service names, company name, or Internet addresses.

Ownership and Restrictions
Oracle retains all ownership and intellectual property rights to the programs,
materials, marketing services, services, and additional Oracle resources
(collectively referred to as the "Oracle property"). You may make a sufficient
number of copies of each program for the licensed use and one copy of each
program media; you must obtain Oracle's prior written approval to make
additional copies.

You shall not use or duplicate the Oracle property provided to you by Oracle for
any purpose other than as specified in the OPN policies or in this agreement or
make the Oracle property available to unauthorized third parties. You shall not
(1) use the Oracle property for your own internal business operations, or for
use in any third party's business operations or for any other commercial or
production use; (2) use the Oracle property to provide third party training on
the content and/or functionality of the programs, except for training for
employees and end users as provided under this agreement; (3) use the Oracle
property for commercial timesharing, rental, or service bureau use; (4) use the
Oracle property in a manner that misrepresents your relationship with Oracle or
is otherwise misleading or that reflects negatively on Oracle; (5) cause or
permit reverse engineering or decompilation of the Oracle property, unless
required for interoperability or to the extent that the foregoing restriction is
expressly prohibited by law; (6) remove or modify any program markings or any
notice of Oracle's proprietary rights; or (7) disclose results of any program
benchmark tests without Oracle's prior written consent.

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If you desire to use the Oracle property for any use other than the development
or demonstration use allowed under this agreement, including but not limited to
the right to distribute Oracle programs, you must enter into an appropriate
agreement with Oracle to acquire the required rights.

Warranties; Disclaimers and Remedies
Oracle warrants that programs will substantially operate as described in the
applicable program documentation for one year after Oracle delivers them to you.
Oracle also warrants that services ordered will be provided in a manner
consistent with industry standards, and this warranty is valid for a period of
90 days from performance of the service.

ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR
UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT
PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS
OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

FOR ANY BREACH OF THE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE'S ENTIRE
LIABILITY, SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF
THE WARRANTY OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE
FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL
SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE OR (B) THE REPERFORMANCE OF
THE SERVICE, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER
THE FEES PAID TO ORACLE FOR THE RELEVANT SERVICES. THIS IS YOUR EXCLUSIVE
REMEDY.

THE MARKETING SERVICES AND ALL CONTENT PROVIDED BY ORACLE ON THE OPN SITE ARE
PROVIDED BY ORACLE ON AN "AS IS" BASIS. ORACLE EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. ORACLE DOES NOT GUARANTEE THAT THE MARKETING SERVICES WILL
PERFORM ERROR-FREE OR UNINTERRUPTED. ANY MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE MARKETING SERVICES IS OBTAINED AT YOUR OWN
DISCRETION AND RISK AND ORACLE SHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR
DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Relationship of the Parties
In all matters relating to this agreement you will act as an independent
contractor. The relationship between Oracle and you is that of
licensor/licensee. This agreement does not create a partnership, joint venture,
agency, employee/employer relationship, or franchisee/franchisor relationship
between the parties. Neither party will represent that it has any authority to
assume or create any obligation, express or implied, on behalf of the other
party, nor to represent the other party as agent, employee, franchisee, or in
any other capacity. Nothing in this agreement shall be construed to limit either
party's right to independently develop or distribute software that is
functionally similar to the other party's product, so long as proprietary
information of the other party is not included in such software.

Restricted Rights
The programs and documentation are provided with Restricted Rights. Use,
duplication or disclosure by the United States Government is subject to the
restrictions as set forth in the Rights in Technical Data and Computer Software
Clauses in DFARS 252.227-7013(c) (1) (ii) and FAR 52.227-19(c) (2) as
applicable. Manufacturer is Oracle Corporation, 500 Oracle Parkway, Redwood
City, California 94065.


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Links to Third-Party Sites
Oracle's website at http://partner.oracle.com, including but not limited to the
Oracle PartnerNetwork Solutions Marketplace and Oracle PartnersOnline, may
contain links to third-party websites and access to content, products, and
services from third parties that are not under the control or operation of
Oracle. You agree that Oracle is not responsible for the availability of, and
content provided on, third party websites. You should refer to the policies
posted by other websites regarding privacy and other topics before you use them.
If you choose to purchase any products or services from a third party, your
relationship shall be directly with such third party. Oracle provides any links
to third party websites only as a convenience and does not endorse and is not
responsible for (a) the contents of any linked site or any site linked to from a
linked site; (b) the quality of any third party products or services; (c)
fulfilling the terms of any agreement to purchase third party products or
services, including delivery of products and services and warranty obligations
related to purchased products or services; or (d) any loss or damages of any
sort you may incur from dealing with any such third party.

Privacy and Data Protection
Oracle PartnersOnline data will be maintained by Oracle in data centers in the
United States and may be accessed by Oracle personnel in other global locations
as needed for business related purposes. Parts of the OPN web site are
accessible to other OPN members whose use of the information is controlled by
this agreement. If you receive a sales lead from Oracle through participation in
Oracle PartnersOnline or the OPN Solutions Marketplace, you agree to comply with
all relevant laws and regulations applicable to you or the data you provide
related to privacy and data protection and to use any personally identifiable or
related information in a manner consistent with Oracle's Privacy Policy, which
is located at http://partner.oracle.com. The requirement to use such information
only for the purposes specified and in a manner consistent with Oracle's Privacy
Policy does not apply to your relationships with pre-existing end users or to
independently developed and/or subsequently developed relationships with
prospective end users. While you may opt out of receiving information from
Oracle related to various programs and services, you consent to receive
information regarding the OPN, new related services, and membership and
participation in the OPN.

GENERAL

Term, Termination & Renewal
This agreement shall remain in effect for 1 year from the date of notification
to you of your acceptance as a member of the OPN. If either party breaches the
terms of this agreement and fails to correct the breach within 30 days after
notice in writing from the other party, including but not limited to your
failure to pay the membership fees as required herein, the non-breaching party
may end this agreement, except if the breach is of a nature which cannot be
corrected in which case the non-breaching party may end this agreement
immediately. If Oracle ends this agreement as specified in this paragraph, you
must pay within 30 days all amounts which have accrued prior to the end of this
agreement, as well as all sums remaining unpaid for programs ordered and/or
services received under this agreement. You agree that if you are in default
under this agreement, you may not use the Oracle property. Notwithstanding the
section in this agreement entitled Entire Agreement, Oracle may terminate this
agreement and your membership in the OPN if you breach the terms of any
agreement under which you are permitted to distribute Oracle programs and fail
to correct the breach within 30 days after notice in writing from Oracle.

Upon termination or expiration of this agreement, you shall cease to be a member
of the OPN and all of your rights to receive the services detailed in this
agreement and the OPN policies and to use the Oracle property shall cease. Upon
termination or expiration of this agreement you shall cease using, and shall
return or destroy, all copies of the applicable Oracle property and shall return
or destroy any marketing or sales leads provided by Oracle.

Any renewal of this agreement shall be subject to Oracle's standard terms and
fees in effect at such time and shall be at Oracle's sole discretion. You may
apply for renewal of your membership in the OPN by on-line electronic acceptance
of the terms of the then current OPN agreement, and Oracle will notify you if it
accepts your application for renewal. The parties' rights and obligations which
by their nature are continuing shall survive.



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Nondisclosure
By virtue of this agreement, the parties may have access to information that is
confidential to one another ("confidential information"). Confidential
information shall be limited to the the materials, marketing services, any
additional Oracle resources, and the terms and pricing under this agreement, and
all information clearly identified as confidential.

A party's confidential information shall not include information that (a) is or
becomes a part of the public domain through no act or omission of the other
party; (b) was in the other party's lawful possession prior to the disclosure
and had not been obtained by the other party either directly or indirectly from
the disclosing party; (c) is lawfully disclosed to the other party by a third
party without restriction on the disclosure; or (d) is independently developed
by the other party.

The parties agree to hold each other's confidential information in confidence
for a period of three years from the date of disclosure. The parties agree,
unless required by law, not to make each other's confidential information
available in any form to any third party for any purpose other than the
implementation of this agreement. Each party agrees to take all reasonable steps
to ensure that confidential information is not disclosed or distributed by its
employees or agents in violation of the terms of this agreement. Nothing shall
prevent either party from disclosing the terms or pricing under this agreement
or orders submitted under this agreement in any legal proceeding arising from or
in connection with this agreement.

Entire Agreement
You agree that this agreement and the information which is expressly
incorporated into this agreement (including reference to information contained
in an URL), together with any applicable additional written terms posted on the
OPN site related to the Oracle property you receive from Oracle under this
agreement, is the complete agreement regarding your membership in the OPN, and
this agreement supersedes all prior or contemporaneous agreements or
representations regarding your membership in OPN. If any term of this agreement
is found to be invalid or unenforceable, the remaining provisions will remain
effective. It is expressly agreed that the terms of this agreement and any
Oracle ordering document shall supersede the terms in any purchase order or
other non-Oracle ordering document and no terms included in any such purchase
order or other non-Oracle ordering document shall apply to the programs and/or
services ordered. This agreement may not be modified or amended and the rights
and restrictions may not be altered or waived except in a writing signed or
accepted online through the OPN by authorized representatives of you and Oracle
and any notice required under this agreement shall be provided to the other
party in writing.


LIMITATION OF LIABILITY
IN NO EVENT SHALL ORACLE OR ORACLE'S LICENSORS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS,
REVENUE, DATA, OR DATA USE. ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER
THIS OPN AGREEMENT, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE ANNUAL
MEMBERSHIP FEES YOU PAID ORACLE FOR THE RELEVANT YEAR DURING WHICH A CLAIM IS
MADE.

Export Administration
You agree that U.S. export control laws and other applicable export and import
laws govern your use of the programs, including technical data; additional
information can be found on Oracle's Global Trade Compliance web site located at
http://www.oracle.com/products/export/index.html?content.html. You agree that
neither the programs, nor any direct product thereof will be exported, directly
or indirectly, in violation of these laws, or will be used for any purpose
prohibited by these laws including, without limitation, nuclear, chemical, or
biological weapons proliferation or development of missile technology.


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Other
This agreement is governed by the substantive and procedural laws of the State
of California and you and Oracle agree to submit to the exclusive jurisdiction
of, and venue in, the courts in San Francisco, San Mateo, or Santa Clara
counties in California in any dispute arising out of or relating to this
agreement.

Upon 45 days written notice, Oracle may audit your use of the Oracle property.
You agree to cooperate with Oracle's audit and provide reasonable assistance and
access to information. You agree to pay within 30 days of written notification
any underpaid fees. If you do not pay, Oracle can end your OPN membership and
this agreement, or may choose not to accept your application to renew this
agreement at such time of renewal.

Oracle shall not have any liability to you for any claims made by third parties
arising out of your use of Oracle trademarks (including the "logo") or marketing
services. You agree to indemnify Oracle for any loss, liability, damages, cost
or expense (including attorneys' fees) arising out of any claims which may be
made against Oracle arising out of your use of the logo or marketing services
where such claim relates to your activities, products or services.
Notwithstanding the above, you shall have no obligation to indemnify Oracle with
respect to a claim of trademark or copyright infringement based upon your use of
the logo or, marketing services as expressly permitted under this agreement.

You confirm that you have access to the Internet and confirm that prior to
entering into this agreement you have read the OPN policies on the OPN site and
agree to the terms and conditions set out in those policies. You undertake that
you will visit the OPN site on a regular basis so that you are aware of any
amendments Oracle may make to those policies from time to time. If you have a
dispute with Oracle, or if you become subject to insolvency proceedings, you
will promptly send written notice to: Oracle Corporation, 500 Oracle Parkway,
Redwood City, California, United States, 94065, Attention: General Counsel,
Legal Department.

You may not assign this agreement or give or transfer the Oracle property
ordered or an interest in them to another individual or entity. If you grant a
security interest in the programs, the secured party has no right to use or
transfer the programs.

Except for actions for nonpayment or breach of Oracle's proprietary rights in
the Oracle property, no action, regardless of form, arising out of or relating
to this agreement may be brought by either party more than two years after the
cause of action has accrued.

The Uniform Computer Information Transactions Act does not apply.

License Definitions and Rules
To fully understand your license grant, you need to review the definition for
the licensing metric and term designation as well as the licensing rules which
are incorporated into and made a part of this agreement.


                                                                               9

<PAGE>

You may access the current version of the License Definitions and Rules at
http://partner.oracle.com (Select Home Tab, Manage Your Membership Portlet).

Should you have any questions concerning this agreement, or if you desire to
contact Oracle for any reason, please write: Oracle Corporation 500 Oracle
Parkway, Redwood City, CA 94065, or visit Oracle's website at
http://www.oracle.com and select the "Contact Us" link.

<TABLE>
<S>                                        <C>

Executed by Partner:                       Executed by applicable Oracle entity:

Company Name: SCT CORPORATION

Company Fax Number:
                    ------------------
Authorized Signature: /s/ Roy Zatcoff      Authorized Signature: /s/ Barbara D. Koenig
                      ----------------                           ---------------------
Name: Roy Zatcoff                          Name: Barbara D. Koenig
Title: Executive VP                        Title: Sr. Contracts Manager

Effective Date: August 1, 2003

</TABLE>

Oracle is a registered trademark of Oracle Corporation.

                                                                              10



<PAGE>

                                  AMENDMENT ONE
                                     to the
                         ORACLE PARTNERNETWORK AGREEMENT
                                     between
                                 SCT CORPORATION
                                       AND
                               ORACLE CORPORATION

This document ("Amendment One") amends the Oracle PartnerNetwork Member
Agreement between SCT Corporation ("You") and Oracle Corporation ("Oracle") and
any and all amendments thereto (the "Agreement").


    1.   Definitions: Delete the second sentence in this section and replace
         with the following: "You" and "your" refer to the company that has
         entered into this agreement to join the Oracle PartnerNetwork (the
         "OPN") and your majority owned subsidiaries. You warrant that you have
         the authority to bind your majority owned subsidiaries to the terms of
         this agreement and further warrant that you shall be responsible for a
         breach of such terms by your majority owned subsidiaries.

    2.   Term, Termination & Renewal: Delete the first sentence of this section
         and replace with the following: "This agreement shall begin on the date
         specified in Oracle's acceptance confirmation and continue in effect
         for three (3) years thereafter; provided, however, that Oracle may
         terminate this agreement for any reason, after the first year, for any
         reason at any time upon 30 days written notice to you."

    3.   Other:

         Delete the first paragraph in this section and replace with the
         following: "This agreement is governed by the substantive and
         procedural laws of Pennsylvania."

         Delete the first sentence of the second paragraph in this section in
         its entirety and replace with the following: "Upon 45 days written
         notice, Oracle may audit your use of the Oracle property, not more than
         once annually. Any such audit shall be conducted during regular
         business hours at your offices and shall not unreasonably interfere
         with your business activities."

Other than the modifications above, the terms and conditions of the Agreement
remain unchanged and in full force and effect.

The Effective Date of this Amendment One is August 1, 2003.

SCT CORPORATION                            ORACLE CORPORATION

By: /s/ Roy Zatcoff                        By: /s/ Barbara D. Koenig
    ---------------------                      ------------------------
Name:  Roy Zatcoff                         Name: Barbara D. Koenig
Title: Executive VP                        Title: Sr. Contracts Manager




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