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                              ORACLE PARTNERNETWORK
          APPLICATION SPECIFIC FULL USE PROGRAM DISTRIBUTION AGREEMENT


This Application Specific Full Use Program Distribution Agreement ("agreement")
includes the terms and definitions set out below and any orders you submit. This
agreement and any orders submitted under this agreement are not effective until
accepted by Oracle. If accepted, Oracle will notify you and the terms of this
agreement will govern.


Definitions
"You" and "your" refer to the individual or entity that has entered into this
agreement with Oracle Corporation ("Oracle") to distribute Oracle's programs
with the application package. The term "programs" refers to the application
specific full use versions of the Oracle software products which you order from
Oracle for development, trial, or demonstration purposes as provided below, and
for distribution to an end user under this agreement, including program
documentation and any program updates acquired through technical support. The
term "programs" does not include any Oracle E-Business Suite programs. The term
"technical support" consists of Software Updates, Product Support, and/or other
annual technical support services you may have ordered. The term "services"
refers to technical support (excluding any program updates acquired through
technical support), online, or other services which you have ordered. The term
"distribution rights" refers to the right to duplicate the programs you obtain
from Oracle to distribute to an end user with the application package under the
terms of this agreement. The term "end user" refers to a third party that is
licensed to use the application package with the programs for its own business
operations subject to the terms of an end user license agreement as further
provided for in this agreement. The term "application program" refers to an
application program developed by you, which complies with the following
requirements: (a) the application program must be commercially available and
must be included in your standard product catalog or price list; (b) the
application program must be accompanied by end user documentation; and (c) the
application program must be commercially available to multiple end users and
must not be intended for the exclusive use of a specific end user or groups of
end users. The term "application package" refers to your application program,
described in the application package registration form, coupled with the
programs and distributed to an end user. The term "application specific" refers
to the programs that are limited to use in conjunction with your application
program and that cannot be modified for use with any third party application.
The term "end user license agreement" refers to a legally binding written
agreement (a) granting an end user the right to use the programs, (b) which is
compliant with the terms of this agreement, and (c) which becomes effective upon
the execution of an ordering document between you and an end user. The term
"OPN" refers to the Oracle PartnerNetwork, which is Oracle's partner program
that provides access to specified Oracle services, tools and resources. You can
access the OPN at http://partner.oracle.com.


Distribution Rights
You must be a member of the OPN in order to distribute programs. Oracle grants
you a nonexclusive, nontransferable right to duplicate the programs you order
from Oracle under this agreement and a nonexclusive right to distribute such
programs to end users pursuant to an end user's order to you as part of the
application package. Prior to distributing programs, you must obtain an order
from the end user for the programs ordered, which order and programs shall be
subject to a valid end user license agreement. You may distribute only the
programs for which you have previously acquired a supported development license.
Each distributed program must be used only for the business operations of the
end user and must be used only in conjunction with the application package. Each
distributed program shall be subject to the terms of this agreement and the
terms provided in the end user license agreement. Program documentation for the
programs you order and distribute is either shipped with the programs, or the
documentation may be accessed online at http://docs.oracle.com.


Development Licenses
You may order development licenses for the programs pursuant to which Oracle
grants you a nonexclusive, nontransferable license to use the programs (a) to
develop or prototype the application package, and (b) to provide training for
the application package to your employees and end users that have licensed the
application package. Such development activities may include creating
modifications to customize programs for the end user's requirements, but only
within the scope defined in the application package registration form.
Development licenses may not be used to create additional functionality or
applications not described in the registration form.

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Trial Licenses
Oracle grants you a nonexclusive license for you and your distributors to
distribute to end users a combined total of 50 trial licenses at any one time
for the end users' own internal evaluation purposes (and not for development,
prototype, training or technical support purposes). Trial licenses shall be for
30 days and shall be subject to the terms of this agreement and the terms
provided in the ordering document. If your end users want to use programs for
which they have obtained a trial license for more than 30 days, they must obtain
an appropriate license and pay the appropriate fees; you must pay Oracle a fee
for any trial licenses that you distribute that extend for more than 30 days.
Programs licensed for trial purposes are provided "as is" and Oracle does not
provide technical support or any warranties for these programs.

Demonstration Licenses
You may order demonstration licenses for the programs pursuant to which Oracle
grants you a nonexclusive, nontransferable (except with respect to your
distributors as provided in this agreement) license for you and your
distributors to use the programs to (a) demonstrate the programs to potential
end users solely in connection with the application package, (b) prototype the
application package, and (c) provide training for the application package to
your employees. Demonstration licenses shall be subject to the terms of this
agreement and the terms provided in the ordering document.

Distributors
You may appoint distributors to distribute the programs as provided under the
terms of this agreement. Distributors have no right to make copies of the
programs and shall obtain all programs from you. Each distributor must be
subject to a legally binding written agreement between you and the distributor
that (a) allows the distributor to distribute the application package to end
users and (b) contains or incorporates provisions which are equivalent to the
terms of this agreement. In addition, the agreement with your distributors shall
require the distributors to distribute the programs subject to terms that are
consistent with the terms of this agreement. You shall keep the appointment of
each distributor (its name and address) and executed distributor agreements for
Oracle to inspect upon request. You shall defend and indemnify Oracle from all
claims and for all damages arising out of the activities of your distributors.

Ownership and Restrictions
Oracle retains all ownership and intellectual property rights to the programs
and materials resulting from the services. You and each end user may make a
sufficient number of copies of each program for the licensed use and one copy of
each program media; you and each end user must obtain Oracle's prior written
approval to make additional copies. You may permit your agents and contractors
to use the programs for the demonstration and development purposes set forth
herein, subject to the terms of this agreement.

You may not:
o   duplicate and/or distribute the programs unless coupled with the application
    package;
o   use the programs for your own business operations except as provided in this
    agreement;
o   remove or modify any program markings or any notice of Oracle's proprietary
    rights;
o   rent, lease, timeshare, or act as a service bureau, or provide subscription
    services for the programs, or permit your end users to do so (unless such
    access is expressly permitted for the specific program license the end user
    has acquired), or distribute the programs in any manner except as provided
    under this agreement;
o   use the programs to provide third party training on the content and/or
    functionality of the programs, except for training for your employees and
    end users who have licensed the application package as provided in this
    agreement;
o   cause or permit reverse engineering (unless required by law for
    interoperability), disassembly, or decompilation of the programs;
o   disclose results of any program benchmark tests without Oracle's prior
    written consent;
o   engage in any deceptive or misleading practices that may be detrimental to
    Oracle or to the programs; or
o   permit your end users to use the programs other than solely in conjunction
    with the application package.


"Open Source" software - software available without charge for use, modification
and distribution - is often licensed under terms that require the user to make
the user's modifications to the Open Source software or any software that the
user `combines' with the Open Source software freely available in source code
form. If you use Open Source software in conjunction with the programs, you must
ensure that your use does not: (i) create, or purport to create, obligations of
Oracle with respect to the programs; or (ii) grant, or purport to grant, to any
third party any rights to or immunities under Oracle's intellectual property or
proprietary rights in the programs. For example, you may not develop a software
program using a program and an Open Source program where such use results in a
program file(s) that contains code from both the program and the Open Source
program (including without limitation


                                                                    Page 2 of 11


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libraries) if the Open Source program is licensed under a license that requires
any "modifications" be made freely available. You also may not combine the
programs with programs licensed under the GNU General Public License ("GPL") in
any manner that could cause, or could be interpreted or asserted to cause, the
programs or any modifications to the programs to become subject to the terms of
the GPL.


Reporting
In connection with your distribution activities under this agreement, you shall
submit monthly reports for programs distributed with the application package to
Oracle or to any majority owned subsidiary of Oracle, whichever entity has
executed this agreement, (both of which are referred to in this agreement as
"Oracle group company") or to an Oracle Value Added Distributor ("Oracle VAD").
Monthly reports must be submitted directly to the entity to which you submitted
your order for programs, and you must submit a monthly report even if you do not
owe any fees to Oracle for a particular month. In each monthly report you shall
provide the name and address of the end user; the name, including date or
version, of the applicable end user license agreement and any amendments thereto
and documents attached that together with the end user license agreement form
the complete end user license agreement; the name, including date or version, of
your agreement with Oracle under which the programs are being distributed; the
location to which the programs will be shipped and the ship date; the total
number of processors on which the programs are installed and/or running; the
names of the programs licensed, applicable license metrics and quantity; the
term designations (for term licenses); the number of trial licenses, if any; and
the total license, technical support, and other services fees payable to the
applicable Oracle group company for that month. Your order must be complete when
submitted to Oracle and may not (a) require any concessions (including requiring
Oracle to perform any obligations or to incur any liability not set forth in
your order to Oracle) or (b) be changed after it is submitted to Oracle.

Upon request, you will provide Oracle with a copy of the end user license
agreement and any ordering documents or purchase agreements between you and the
end user related to the order, with any information reasonably deemed
confidential or proprietary removed as the information set forth in such end
user license agreement will not be considered confidential information. At a
minimum you must provide information related to the programs, including but not
limited to, the end user's name, the programs distributed, the number of users,
the license levels, the license grant to the end user, any definitions related
to licensing metrics, the date of the order, and any other information
reasonably requested by Oracle.

Where (i) the acquisition of programs and/or technical support is financed or
leased, or (ii) the end user license agreement or order refers to any payments
other than net 30 day payment terms, then you will comply with Oracle's
financing and leasing policies which can be accessed at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership portlet) by ensuring that the end user and any funder
have received those policies, and where applicable, have acknowledged that they
will comply with those policies.


License Agreement
It is your responsibility to ensure that any distribution of the programs to an
end user is subject to a legally binding end user license agreement for the
programs and/or services that you distribute to the end user. The end user
license agreement must, at a minimum: (1) restrict use of the programs to the
scope of the application package and to the business operations of the end user;
(2) prohibit (a) the end user from assigning, giving, or transferring the
programs and/or any services ordered or an interest in them to another
individual or entity (and if your end user grants a security interest in the
programs and/or any services, the secured party has no right to use or transfer
the programs and/or any services); (b) timesharing, service bureau, subscription
service, or rental use of the programs; and (c) title to the programs from
passing to the end user or any other party; (3) prohibit the reverse engineering
(unless required by law for interoperability), disassembly or decompilation of
the programs and prohibit duplication of the programs except for a sufficient
number of copies of each program for the end user's licensed use and one copy of
each program media; (4) disclaim, to the extent permitted by applicable law,
Oracle's liability for any damages, whether direct, indirect, incidental, or
consequential, arising from the use of the programs; (5) require the end user,
at the termination of the agreement, to discontinue use and destroy or return to
you all copies of the programs and documentation; (6) prohibit publication of
any results of benchmark tests run on the programs; (7) require the end user to
comply fully with all relevant export laws and regulations of the United States
and other applicable export and import laws to assure that neither the programs,
nor any direct product thereof, are exported, directly or indirectly, in
violation of applicable laws; (8) not require Oracle to perform any obligations
or incur any liability not previously agreed to between you and Oracle; (9)
permit you to audit your end user's use of the programs and report such use to
Oracle or to assign your right to audit the end user's use of the programs to
Oracle; (10) designate Oracle as a third party beneficiary of the end user
license agreement; and (11) exclude the application of the Uniform Computer
Information Transactions Act. You may allow your end users to permit agents or
contractors to use the programs on their behalf for the purposes set forth in
the end user license agreement, subject to the terms of such agreement. You
shall be financially responsible for all claims and damages to Oracle caused


                                                                    Page 3 of 11


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by your failure to include the required contractual terms set forth above in
each end user license agreement between you and an end user. Oracle is a third
party beneficiary of any end user license agreement between you and the end
user, but does not assume any of your obligations thereunder, and you agree that
you will not enter into any end user license agreement that excludes Oracle as a
third party beneficiary and will inform your end users of Oracle's rights.

You agree to inform Oracle promptly if you are aware of any breach of an end
user license agreement. You agree to enforce the terms of an end user license
agreement between you and an end user if Oracle requests you to do so to protect
its interest, or, at Oracle's request, to assign to Oracle or its designee the
right to enforce such agreement.

Warranties, Disclaimers and Exclusive 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 SERVICES, 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.

Trial Programs Included With Demonstration and Development License Orders
Oracle may include additional programs with an order for demonstration and
development licenses which you may use for trial, non-production purposes only.
You have 30 days from the delivery date to evaluate these programs. If you
decide to use any of these programs after the 30 day trial period, you must
obtain a license for each program from Oracle. If you decide not to obtain a
license for any programs after the 30 day trial period, you must cease using and
must delete the applicable programs from your computer system. Programs licensed
for trial purposes are provided "as is" and Oracle does not provide technical
support or offer any warranties for these programs.

Indemnification
If someone makes a claim against you or an end user that any program infringes
their intellectual property rights, Oracle will indemnify you and the end user
if you do the following:
o   notify the General Counsel, Legal Department, promptly in writing, not later
    than 30 days after you receive notice of the claim, or sooner if required by
    applicable law;
o   give Oracle sole control of the defense and any settlement negotiations; and
o   give Oracle the information, authority, and assistance Oracle needs to
    defend against or settle the claim.

If Oracle believes that any of the programs may have violated someone else's
intellectual property rights, Oracle may choose to either modify the programs to
be non-infringing or obtain a license to allow for continued use, or if these
alternatives are not commercially reasonable, Oracle may end the license for the
applicable program and refund any fees you may have paid for it. Oracle will not
indemnify you or an end user if you or an end user alter a program outside the
scope of use identified in the user documentation or if you or an end user use a
version of the program which has been superseded, if the infringement claim
could have been avoided by using an unaltered current version of the program.
Oracle will not indemnify you to the extent an infringment claim is based on a
program not provided by Oracle. Oracle will not indemnify you or an end user to
the extent that an infringement claim is based on the combination of programs
with any products or services not provided by Oracle. This section provides your
exclusive remedy for any infringement claims or damages.


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If someone makes a claim against Oracle that a program, when used in combination
with any product or services provided by you, infringes their intellectual
property rights, and such claim would have been avoided by the exclusive use of
the program, you will indemnify Oracle.


Technical Support
You may order technical support for development licenses and demonstration
licenses. If ordered, 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 ordering
such technical support. You may access the latest version of the Oracle
technical support policies at
http://www.oracle.com/support/index.html?policies.html. Subject to Oracle's
technical support policies, and upon payment of the applicable annual fees for
technical support as set forth in the Fees and Taxes section, you shall have the
right to use Oracle's technical support services acquired for your supported
development licenses to provide technical support to end users, provided that
you continually maintain technical support for your development licenses.


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


You or your distributor will be responsible for any assistance needed to install
the application package at end user sites. You are responsible for providing all
technical support, training and consultations to distributors and end users.
Questions Oracle receives from end users will be referred to you. Subject to the
requirements in the first paragraph of this section, provided that you
continually maintain technical support for your development licenses, you shall
have the right to use Oracle's technical support services acquired for your
supported development licenses to provide technical support to end users.


In conjunction with your annual payment of technical support fees, you will
submit a report providing the name and address of each end user who contracted
for or obtained technical support from you, and for each end user, the term of
the technical support that is covered by the payment.


GENERAL

Term and End of Agreement
This agreement shall begin on the date specified in Oracle's acceptance
confirmation and continue in effect for the same period of time as your Oracle
PartnerNetwork Agreement ("OPN agreement"). This agreement will terminate if you
do not keep your OPN membership current. Each year, in order to keep
distributing the programs, when you apply to renew your OPN agreement, you must
execute the then current version of Oracle's distribution agreement and the
agreement will be subject to acceptance by Oracle, and Oracle may require you to
complete certain training and assessment requirements to Oracle's satisfaction.
If you breach the terms of this agreement and fail to correct the breach within
30 days after Oracle notifies you in writing, Oracle may end this agreement and
your use of programs, access to technical support and other services ordered as
well as the OPN agreement and your membership in the OPN; provided however, that
if the breach is of a nature which cannot be corrected then Oracle may end this
agreement immediately. If Oracle ends this agreement as specified in the
preceding sentence, you must pay within 30 days all amounts which have accrued
prior to the end of this agreement, as well as sums remaining unpaid for
programs and/or services ordered or received under this agreement. You agree
that if you are in default under this agreement, you may not use the programs
and/or services ordered. The end users' rights to use the programs properly
distributed by you under this agreement shall survive termination of this
agreement, unless such rights are otherwise terminated in accordance with the
applicable license agreement. The parties' rights and obligations that by their
nature are continuing shall survive, including but not limited to those set
forth in the section entitled "Ethical Business Practices."


Fees and Taxes
You may place an order for programs and/or services with the Oracle group
company that has executed this agreement or an Oracle VAD. You agree to pay the
applicable Oracle group company or Oracle VAD a fee for each order placed for
programs and/or services under this agreement, as specified in the ordering
document, and for each program license distributed. Fees for programs and/or
services will be paid directly to the entity to which you submit the relevant
orders and monthly reports. You will not be relieved of your obligation to pay
any fees owed to Oracle by the nonpayment of such fees by your end user. Oracle
VADs and


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partners are free to determine the fees charged to end users for program
licenses and technical support. Fees payable to the applicable Oracle group
company for programs distributed to end users with the application package will
be equal to 40% of the applicable license fee for each program based on the
Oracle global price list in effect at the time you issue a quote. To access the
Oracle global price list, you must log into the OPN web site at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership portlet). It is your responsibility to access the Oracle
global price list to obtain current information. If Oracle's global price list
changes after you issue a valid written quote for program licenses to an end
user, for 90 days after the date you submit the quote to the end user, the fee
applicable to the programs identified in the quote shall be based on the global
price list in effect on the date you submit the quote.


With regard to fees for technical support provided for perpetual licenses, (A)
you agree to pay the applicable Oracle group company a technical support fee in
an amount equal to (1) 19% of cumulative net license fees for programs other
than the Collaboration products for every year end users contract for or obtain
support from you for the application package package (15% for those end users to
whom you provide only Software Updates), and (2) 21.5 % of cumulative net
license fees for the Collaboration products for every year end users contract
for or obtain support from you for the application package (15% for those end
users to whom you provide only Software Updates), such fees due and payable
annually in arrears net 30 days from December 31, or (B) you agree to pay an
Oracle VAD as you may mutually agree. With regard to technical support provided
for 4 year term licenses, (1) you agree to pay the applicable Oracle group
company a technical support fee in an amount equal to (a) 32% of cumulative net
license fees for programs other than the Collaboration products for every year
end users contract for or obtain support from you for the application package
(25% for those end users to whom you provide only Software Updates), and (b) 36
% of cumulative net license fees for the Collaboration products for every year
end users contract for or obtain support from you for the application package
(25% for those end users to whom you provide only Software Updates), such fees
due and payable annually in arrears net 30 days from December 31, or (2) you
agree to pay an Oracle VAD as you may mutually agree. With regard to technical
support provided for 2 year term licenses, (aa) you agree to pay the applicable
Oracle group company a technical support fee in an amount equal to (a) 55% of
cumulative net license fees for programs other than the Collaboration products
for every year end users contract for or obtain support from you for the
application package (43% for those end users to whom you provide only Software
Updates), and (b) 61 % of cumulative net license fees for the Collaboration
products for every year end users contract for or obtain support from you for
the application package (43% for those end users to whom you provide only
Software Updates), such fees due and payable annually in arrears net 30 days
from December 31, or (bb) you agree to pay an Oracle VAD as you may mutually
agree. With regard to technical support provided for 1 year term licenses, (i)
you agree to pay the applicable Oracle group company a technical support fee in
an amount equal to (a) 95% of cumulative net license fees for programs other
than the Collaboration products for every year end users contract for or obtain
support from you for the application package (75% for those end users to whom
you provide only Software Updates), and (b) 107 % of cumulative net license fees
for the Collaboration products for every year end users contract for or obtain
support from you for the application package (75% for those end users to whom
you provide only Software Updates), such fees due and payable annually in
arrears net 30 days from December 31, or (ii) you agree to pay an Oracle VAD as
you may mutually agree. Fees due to Oracle for technical support as specified
above shall accrue as of the date you ship the application package. If the end
user does not continuously maintain technical support for the application
package, you will be required to pay reinstatement fees to Oracle in accordance
with Oracle's current technical support policies if the end user wants to
reinstate technical support.


If you submit a purchase order to Oracle, fees payable under such purchase order
are due within 30 days of the date of the purchase order. Except as provided
herein, all fees payable to the applicable Oracle group company are due within
20 days of the last day of the month in which the application package is
delivered to the end user, and all applicable fees payable to the applicable
Oracle group company for demonstration licenses and development licenses you
order are due within 30 days from the invoice date. You also agree to pay any
sales, value-added or other similar taxes imposed by applicable law which the
applicable Oracle group company must pay based on the programs or services you
ordered. Oracle reserves the right to check your credit rating periodically
during the term of this agreement and to modify these payment terms in the event
that there is a material change in your credit rating. Fees listed in this
agreement are exclusive of value added tax and/or similar sales taxes. Such
taxes shall be charged at the appropriate rate by the applicable Oracle group
company in addition to its stated fees and shall be shown separately on the
relevant invoice. Payments shall be in U.S. dollars or in the local currency
designated by the applicable Oracle group company or Oracle VAD. Upon your
submission of an order to the applicable Oracle group company, this payment
obligation is non-cancelable, and the sum paid is nonrefundable, is not subject
to set-off for any reason, and is not subject to the completion or occurrence of
any event after the date your order is submitted to Oracle.


                                                                    Page 6 of 11

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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 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 the terms of this agreement.


Trademarks and Copyrights
You are authorized to use Oracle's trademarks and service marks (the "Oracle
trademarks") to refer to the associated Oracle products and services. Your use
of the Oracle trademarks shall comply with Oracle's trademark usage guidelines
in effect from time to time, and all goodwill based upon use of the Oracle
trademarks shall inure to Oracle's benefit. Oracle's trademark usage guidelines,
incorporated in this agreement, are subject to change. You may access Oracle's
trademark usage guidelines at http://partner.oracle.com (you must log in, select
the Home tab, and select the Manage Your Membership portlet). You agree not to
use Oracle trademarks (including "ORACLE") or potentially confusing variations
(including "ORA") as a part of your product name(s), service name(s), company
name, or domain name(s). In marketing, promoting, or licensing the programs, you
agree to make it clear that Oracle is the source of the programs. You shall
include on all copies of the programs used or distributed by you:


         A. A reproduction of Oracle's copyright notice; or
         B. A copyright notice indicating that the copyright is vested in you
            containing the following:
                  1. A "c" in a circle and the word "copyright";
                  2. Your name;
                  3. The date of copyright; and
                  4. The words "All rights reserved."


Such notices shall be placed on the documentation, the sign-on screen for any
software incorporating the programs, and the diskette or tape labels.


Relationships between Parties
In all matters relating to this agreement, you will act as an independent
contractor. 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.


Privacy
To the extent this agreement provides Oracle the right to audit or review
documents that may have information concerning your end users, or to the extent
that you provide Oracle with personal information relating to any employees who
are identified as contact persons or otherwise identified under this agreement,
you agree to have provided all relevant notices to such persons or obtained any
consents required to enable you to share this information with Oracle. Oracle
will only use the information in manners consistent with those specified in this
agreement, required to accomplish its purposes, or otherwise stated at the time
Oracle collects such information. Any data provided may be maintained by Oracle
in data centers in the United States and may be accessible by Oracle's global
personnel as required for business purposes.



                                                                    Page 7 of 11

<PAGE>


URLs
It is your responsibility to regularly monitor all applicable URLs referenced in
this agreement. You confirm that you have access to the Internet and confirm
that prior to entering into this agreement you have read the policies on the
websites referenced above and agree to the terms and conditions set out in those
policies. You undertake that you will visit the websites referenced above on a
regular basis so that you are aware of any amendments Oracle may make to those
policies from time to time.


U.S. Government Licenses
If you distribute a license to the United States government, the programs,
including documentation, shall be considered commercial computer software and
you will place a legend, in addition to applicable copyright notices, on the
documentation, and on the media label, substantially similar to the following:
         NOTICE OF RESTRICTED RIGHTS
"Programs delivered subject to the DOD FAR Supplement are `commercial computer
software' and use, duplication, and disclosure of the programs, including
documentation, shall be subject to the licensing restrictions set forth in the
applicable Oracle license agreement. Otherwise, programs delivered subject to
the Federal Acquisition Regulations are `restricted computer software' and use,
duplication, and disclosure of the programs, including documentation, shall be
subject to the restrictions in FAR 52.227-19, Commercial Computer
Software-Restricted Rights (June 1987). Oracle Corporation, 500 Oracle Parkway,
Redwood City, CA 94065."


Ethical Business Practices
You acknowledge and agree that you and your owners, directors, officers,
employees or agents have not, and will not, make or promise payments of money or
anything of value, directly or indirectly, to any government or public
international organization officials, political parties, or candidates for
political office, for the purpose of obtaining or retaining business or securing
any improper advantage, or to any other person or entity if such payment would
violate the laws of the country in which made or the laws of the United States.
You agree that any violation of this section constitutes just cause for the
immediate termination by Oracle of this agreement without any liability to you.
You will also indemnify and hold Oracle and its parent company harmless from any
claims, losses and liabilities resulting from any breach of any of your
obligations under this section. The obligations under this section shall survive
the termination or expiration of 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 a URL), together with the applicable order, are the complete agreement for
the programs and/or services ordered by you, and this agreement supersedes all
prior or contemporaneous agreements or representations regarding such programs
and services. 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 and the rights and restrictions may not be altered or waived
except in a writing signed or accepted online through the Oracle Store by
authorized representatives of you and of Oracle and any notice required under
this agreement shall be provided to the other party in writing.


Limitation of Liability
NEITHER PARTY SHALL 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 AGREEMENT AND YOUR ORDER
OR MONTHLY REPORT, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE FEES YOU
PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICE UNDER THIS AGREEMENT AS
SPECIFIED IN YOUR ORDER OR MONTHLY REPORT. IN NO EVENT SHALL ORACLE'S TOTAL
LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL VALUE OF
THE APPLICABLE ORDER OR MONTHLY REPORT.


Export
You agree that U.S. export control laws and other applicable export and import
laws govern your use and distribution 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.


                                                                    Page 8 of 11

<PAGE>


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.

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

Except for actions for nonpayment or breach of Oracle's proprietary rights in
the programs, 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.

You agree that the sales process that you use complies with applicable
procurement regulations (if the end user is a government entity) and that you
will keep accurate books and records in connection with the activities under
this agreement. Upon 45 days written notice, Oracle may audit your use and
distribution of the programs and your activities under this agreement. You agree
to cooperate with Oracle's audit and provide reasonable assistance and access to
information, including but not limited to relevant books, records, agreements,
servers, technical personnel, and royalty reporting systems. You agree to pay
within 30 days of written notification any underpaid fees. If you do not pay,
Oracle can end your technical support, licenses and this agreement or may choose
not to accept your application to renew this agreement at such time of renewal.
Upon Oracle's reasonable request, you agree to audit end user(s) and report the
findings to Oracle, or assign your right to audit end user(s) to Oracle.

If you have a dispute with Oracle or if you wish to provide a notice under the
Indemnification section of this agreement, 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.

The Uniform Computer Information Transactions Act does not apply to this
agreement or any order or monthly report hereunder.

License Definitions and Rules
Your use and distribution of the programs is subject to the license definitions
and rules, which are incorporated in this agreement, and which are available at
http://partner.oracle.com (you must log in, select the Home tab, and select the
Manage Your Membership portlet). These license definitions and rules are subject
to change, and may contain additional terms regarding the licensing metrics and
other rules applicable to the programs but do not modify the terms applicable to
your right to distribute the programs.


The effective date of this Agreement shall be August 1, 2003.

PARTNER: SCT CORPORATION                        ORACLE CORPORATION

PARTNER ADDRESS:________________________
                    ____________________
PARTNER FAX NO.:________________________

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



                                                                    Page 9 of 11


<PAGE>

                                  AMENDMENT ONE
                                     to the
                              ORACLE PARTNERNETWORK
                      APPLICATION SPECIFIC FULL USE PROGRAM
                             DISTRIBUTION AGREEMENT
                                     between
                                 SCT CORPORATION
                                       AND
                               ORACLE CORPORATION

This document ("Amendment One") amends the Oracle PartnerNetwork Application
Specific Full use Program Distribution Agreement between SCT Corporation ("You")
and Oracle Corporation ("Oracle") and any and all amendments thereto (the
"Agreement").

     1. Definitions: Delete the first sentence in this section and replace with
        the following: "You" and "your" refer to the company that has entered
        into this agreement with Oracle Corporation ("Oracle") to distribute
        Oracle's programs with the application package 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 any
        applicable ordering document and further warrant that you shall be
        responsible for a breach of such terms by your majority owned
        subsidiaries.

     2. Trial Licenses: In the second and third sentences of this section
        replace "30" with "90" (three replacements).

     3. License Agreement: In the second paragraph, delete the second sentence
        in its entirety and replace with the following: "You agree to either
        enforce the terms of an end user license agreement between you and an
        end user or you have the option to assign the right to enforce such
        agreement to Oracle or its designee."

     4. Trial Programs Included With Demonstration and Development License
        Orders: In the second, third, and fourth sentences replace "30" with
        "90" (3 replacements).

     5. Term and End of Agreement:

         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, after the first year, for any reason at any time upon 30
         days written notice to you."

         Delete at the beginning of the third sentence of this section, the
         words, "Each year", and replace with the following, "At the end of the
         three (3) year term,".

     6. Fees and Taxes:


                                                                   Page 10 of 11

<PAGE>


            o  Insert the following after the sixth sentence in the first
               paragraph of this section: "Notwithstanding the foregoing, you
               shall have the right to distribute the Oracle Program, iPayment,
               at a fee equal to 25% of the applicable list license fee based on
               the Oracle global price list in effect at the time you issue a
               quote. "

            o  Add the following to the end of the first sentence of the second
               paragraph in this section: "Notwithstanding the requirements
               related to fees for technical support provided for perpetual
               licenses set forth above, you agree to pay the applicable Oracle
               group company a technical support fee equal to 13% of cumulative
               net license fees for programs other than the Collaboration
               products for every year your existing end users who are currently
               obtaining support from you for the application package as of the
               Effective Date of the Agreement obtain technical support from you
               for the application package."

     7. Other:

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

            o  Delete the second sentence of the fourth paragraph in this
               section in its entirety and replace with the following: "Upon 45
               days written notice, Oracle may audit your use and distribution
               of the programs and your activities under this agreement, 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





                                                                   Page 11 of 11