Exhibit 10.19

         IBM PARTNERWORLD AGREEMENT - INTERNATIONAL BASIC GENERAL TERMS

We  welcome  you as an IBM PartnerWorld participant. The purpose of PartnerWorld
is  to  provide you with marketing, technical and development support related to
IBM  products  and  services.

PartnerWorld  consists  of  the  Member,  Advanced  and  Premier  levels.  All
PartnerWorld  participants  qualify at the Member level. You may qualify for the
Advanced  or  Premier  level  based  on  your attainment of the requirements for
commitment, competency, customer satisfaction, and contribution as we specify in
the  PartnerWorld  Track  Guides  for  the  tracks  you  select.  PartnerWorld
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participants  may  use  the  title  "IBM  Business  Partner"  (if  authorized,
participants  may  also  use the Lotus and Tivoli Business Partner titles). Upon
our  confirmation,  participants  meeting  the  requirements  of the Advanced or
Premier  level  for  the Tracks selected may use the IBM Business Partner emblem
and  title  associated  with  the level (upon our confirmation, participants may
also  use  the  Lotus  and Tivoli Business Partner emblems and titles associated
with  the  level). If you have authorization to use a title and emblem under the
terms  of  another  relationship,  you  may  continue  to  do  so.

We  provide  you  with  benefits  through  your  participation  in PartnerWorld.
Benefits  are  associated  with the level you achieve. We specify the details of
the  benefits  and the conditions which apply, including charges, if any, in the
PartnerWorld  Track  Guides.
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Participation in PartnerWorld is either by Enterprise or Location depending upon
the  track, or your level within a track, as specified in the PartnerWorld Track
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Guides.
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SECTION  1  -  DEFINITIONS

ENTERPRISE  is  any  legal  entity  and the subsidiaries it owns by more than 50
percent.

LOCATION  means a site at which you are located, controlled and operated by you,
and  which  is  within  your  Enterprise.

SECTION  2  -  LEVEL  AND  BENEFIT  QUALIFICATIONS

The  Advanced  and  Premier  levels  and  certain  benefits  have  requirements.
Therefore,  you  agree  that:

1.   to  qualify  for the level or for a benefit, the Location or Enterprise, as
     specified  in the PartnerWorld Track Guides, must meet the requirements for
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     such  level  or  benefit;


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2.   you  will  maintain  the requirements of the level you achieve or a benefit
     you  select;  and

3.   you will requalify annually for the level or, as we specify, for a benefit.

If  there  are skill requirements for the level you achieve or for a benefit you
select,  you  agree  to  give us prompt written notice if you do not retain such
skill requirements. If you wish to retain the level or the benefit, you agree to
replace  such  skills within three months of the loss. Failure to notify us on a
timely  basis of such loss or to replace such skills may result in our adjusting
your  level to that for which you qualify, or ending our approval of you for the
benefit.

SECTION  3  -  AGREEMENT  STRUCTURE

This  IBM PartnerWorld Agreement Basic General Terms, Attachments (such as those
which  include  terms  associated  with  optional  benefits)  and  any  related
transaction  documents  (such  as  an  invoice),  are  the  complete  agreement
(collectively  called  "the  Agreement")  regarding  your  participation  in
PartnerWorld,  and  replace  any prior oral or written communication between us.

If  there  is a conflict among the terms in the various documents, the terms of:

1.   a  transaction  document  prevail  over  those  of  all  documents;  and

2.   an  Attachment  prevail  over  the  terms  of  the  Basic  General  Terms.

You  accept  the terms in a transaction document by signing it, or by accepting,
using  or  paying  for  that  which  is the subject of the transaction document.

SECTION  4  -  ELECTRONIC  COMMUNICATIONS

Each  of  us may communicate with the other by electronic means (for example, to
provide  written  notice  or  consent  to  the other), and such communication is
acceptable  as  a signed writing to the extent permissible under applicable law.
Both  of us agree that for all electronic communications, an identification code
(called a "user ID") contained in an electronic document is sufficient to verify
the  sender's  identity  and  the  document's  authenticity.

SECTION  5  -  RESPONSIBILITIES

Each  of  us  agrees  that:

1.   both of us are independent contractors, and the Agreement is non-exclusive.
     Neither  of  us  is  a  legal  representative nor legal agent of the other.
     Neither of us is legally a partner of the other (for example, neither of us
     is  responsible  for  debts incurred by the other), and neither of us is an
     employee  or  franchise of the other, nor does the Agreement create a joint
     venture  between  us;


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2.   each of us is responsible for our own expenses regarding fulfillment of our
     responsibilities  and  obligations  under  the  terms  of  this  Agreement;

3.   nothing contained herein grants us any rights or obligations with regard to
     your  products  or  services;

4.   neither  of us will assume or create any obligations on behalf of the other
     or make any representations or warranties about the other, other than those
     authorized;

5.   any  terms  of  the Agreement, which by their nature extend beyond the date
     the  Agreement  ends,  remain  in  effect  until  fulfilled  and  apply  to
     respective  successors  and  assignees;

6.   both  of  us  have  the  right  to store information on how to contact each
     other's  employees such as names, phone numbers and e-mail addresses in any
     country  where  we  do  business.  Each  of  us may use such information to
     fulfill  our  respective  obligations  under  this  Agreement;

7.   neither  of  us  will  bring a legal action against the other more than two
     years  after  the  cause  of  action  arose,  unless  otherwise provided by
     applicable  law  without  the  possibility  of  contractual  waiver;

8.   failure  by  either  of us to insist on strict performance or to exercise a
     right  when entitled does not prevent either of us from doing so at a later
     time,  either  in  relation  to  that  default  or  any  subsequent  one;

9.   neither  of  us  is  responsible  for failure to fulfill obligations due to
     causes  beyond  the  control  of  either  of  us;

10.  neither  of  us may assign this Agreement, in whole or in part, without the
     prior  written consent of the other. Such consent shall not be unreasonably
     withheld.  Either Party may transfer this Agreement within their Enterprise
     of  which  either of us is a part, or to a successor organization by merger
     or acquisition, without consent of the other. The transferring party agrees
     to  advise  the  other  party  in writing within one month of the transfer;

11.  except  as otherwise stated in the Confidential Information section of this
     Agreement,  all  other information exchanged between us is nonconfidential;

12.  if any provision of this Agreement is determined to be invalid or otherwise
     unenforceable,  such  provision will be deemed deleted from this Agreement,
     while  the  remainder  of  this  Agreement  will continue in full force and
     effect  as  written;

13.  each  of  us will comply with all applicable laws and regulations including
     export  laws;  and


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14.  this Agreement does not include our approval for you to market our products
     and services under remarketer terms or complementary marketing terms unless
     we  specify  otherwise  in  an  Attachment.

You  agree:

1.   to  be  responsible  for  customer  satisfaction  for  all your activities;

2.   that  to receive benefits in any country, you must register and be accepted
     by  the IBM organization in that country. Not all benefits are available in
     all  countries.

3.   that  for certain lead offerings, if we provide a lead to you, to report to
     us  the  results  of  your  activities,  as  we  specify  in  writing;

4.   that  to  qualify  for  a  level or benefit for which we reasonably require
     information  (for  example, documentation of your skills certification), to
     provide  such  information  to  us;

5.   that when we provide you with access to our information systems, it is only
     in  support  of your activities under the Agreement. Programs we provide to
     you for your use with our information systems, which are in support of such
     activities,  are  subject  to  the  terms  of  their  applicable  license
     agreements,  except  you  may  not  transfer  them;

6.   that  you  will not offer or make payments or gifts (monetary or otherwise)
     to  anyone  for the purpose of wrongfully influencing decisions in favor of
     IBM, directly or indirectly. IBM may terminate the Agreement immediately in
     case  of 1) a breach of this clause or 2) when IBM reasonably believes such
     a  breach  has  occurred  or  is  likely  to  occur;  and

7.   to give us prompt written notice (unless precluded by law or regulation) of
     any material change or anticipated change in the information you provide to
     participate  in  PartnerWorld.

SECTION  6  -  INTERNAL  USE, DEVELOPMENT, DEMONSTRATION AND EVALUATION PRODUCTS

If you acquire products we designate for internal use, such products are for use
only  within  your  Business  Partner  operations.

If  you  acquire  products  we  designate  for  development,  demonstration  or
evaluation  purposes, such products are for use for such purposes and in support
of  your  Business  Partner  activities  under  the  Agreement.

All products acquired for the above purposes will be acquired under the terms of
the  applicable  agreement.


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Products  acquired  for  the  above  purposes  must be retained for use for such
purposes for the period we specify in the PartnerWorld Track Guides. During such
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period,  products  may  not  be  used  for  work-for-charge.

Programs  acquired  for  the  above  purposes  are subject to the terms of their
license agreement except that they may not be transferred. In addition, programs
acquired  for  evaluation  purposes  may be provided on an "as is" basis without
technical  support.  We  will  advise  you  in  the PartnerWorld Track Guides if
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technical  support  is  provided  for  such  programs.

SECTION  7  -  TRADEMARKS

We  will  notify you in writing of the IBM Business Partner title, and emblem if
any,  which  you  are  authorized to use. We will provide you written guidelines
regarding  the  use  of  the  IBM Business Partner title and emblem. You may not
modify the emblem or title in any way. You may use our Trademarks (which include
the  title,  emblem,  IBM  trademarks  and  service  marks)  only:

1.   in  accordance  with  the  terms  of  this  Agreement;  and

2.   as  described  in  the  written  guidelines  we  provide  to  you.

The royalty normally associated with non-exclusive use of our Trademarks will be
waived, since the use of this asset is in conjunction with your activities under
the  Agreement.

You  agree  to  promptly modify any advertising or promotional materials that do
not  comply with our guidelines. If you receive any complaints about your use of
our  Trademark,  you  agree  to promptly notify us. When the Agreement ends, you
agree to promptly stop using our Trademarks. If you do not, you agree to pay any
expenses  and  fees  we  incur  in  getting  you  to  stop.

You  agree not to register or use any mark that is confusingly similar to any of
our  Trademarks.

Our  Trademarks, and any goodwill resulting from your use of them, belong to us.

SECTION  8  -  CHARGES  AND  PAYMENT  TERMS

You  agree  to pay the applicable charges, if any, associated with a benefit you
select.  We specify such charges in the PartnerWorld Track Guides. The charge is
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the  lower  of  the  price in effect on the date we receive your request, or the
date  we  fulfill  your  request.

We  may  change  charges  at  any  time.  Such  changes  are  not  retroactive.


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Amounts  are  due upon receipt of invoice and payable as specified in an invoice
or  transaction  document.  You  agree  to  pay  accordingly, including any late
payment  fee.

SECTION  9  -  CHANGE  IN  TERMS

We  may  change  the  terms  of  the Agreement by giving you one month's notice.
However,  we  may  change the terms relating to safety and security at any time.

Notice  of  all changes will be provided by posting the change, or the Agreement
with  the  changes  incorporated,  at  (specify name of applicable website).

You  agree  that it is your responsibility to check the web site for the purpose
of determining if there is a change to the Agreement. We may, at our discretion,
also  provide  other  written  notice  to  you  of  any  such  change.

Otherwise,  for  any other change to be valid, both of us must agree in a signed
writing.  Changes  are  not  retroactive.  Additional  or different terms in any
written  communication  from  you  are  void.

SECTION  10  -  CONFIDENTIAL  INFORMATION

Each  of  us  agrees  that  the  terms  of  this  section  apply to confidential
information (Information) specified below identified as "Confidential" and which
we  disclose  between  us:

1.   information  regarding  prospects  and  customers;

2.   unannounced  products  and services, and any related technical information;

3.   business  plans;

4.   any  of  the  following  information  you  provide  to  us  on our request:

     -    reporting  data;

     -    customer  satisfaction  data;

     -    financial  data;  and

     -    sales  information;

5.   any  information  on  the  Web  site  identified  as "Confidential". We may
     identify  such  information as confidential either in writing or on the Web
     site.  Your  access  of  such  information  is considered your agreement to
     accept  it  as  confidential;  and

6.   any  other information which we agree in writing and which is identified as
     "Confidential".


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The  recipient  of  the  Information, for a period of two years from the initial
date  of  disclosure,  agrees  to  use  the 1) same care and discretion to avoid
disclosure,  publication  or  dissemination of the discloser's information as it
uses with its own similar Information that it does not wish to disclose, publish
or  disseminate; and 2) discloser's Information for the purpose for which it was
disclosed  or  otherwise  for  the  benefit  of  the  discloser.

The recipient may disclose Information within the Enterprise to those who have a
need to know, and to any other party with the discloser's prior written consent,
if  there is a written agreement with the party sufficient to require that party
to  treat  the  Information  in  accordance  with  this  Agreement.

The recipient may disclose, publish, disseminate, and use Information that is 1)
already  in  its  possession without obligation of confidentiality, 2) developed
independently,  3)  obtained  from  a  source  other  than the discloser without
obligation  of  confidentiality,  4)  publicly  available  when  received,  or
subsequently becomes publicly available through no fault of the recipient, or 5)
disclosed  by  the  discloser  to another without obligation of confidentiality.

The  recipient  may disclose, publish, disseminate, and use the ideas, concepts,
know-how  and  techniques, related to the recipient's business activities, which
are  in  the discloser's Information and retained in the memories of recipient's
employees  who  have had access to the Information under this Agreement. Nothing
in  this  paragraph  gives  the  recipient  the  right  to disclose, publish, or
disseminate  1)  the  source  of  Information,  2) any financial, statistical or
personnel  data  of  the  discloser;  or 3) the business plans of the discloser.

THE  DISCLOSER  PROVIDES  INFORMATION  WITHOUT  WARRANTIES  OF  ANY  KIND.

The  recipient  uses  Information  provided  by  the  discloser at its own risk.

Neither  this  Section 10 nor any disclosure of Information made under it grants
the  recipient any right or license under any trademark, copyright or patent now
or  subsequently  owned  or  controlled  by  the  discloser.

The  receipt  of Information pursuant to this Agreement will not preclude, or in
any  way  limit,  the recipient from 1) providing to others products or services
which  may  be  competitive  with  products  or  services  of the discloser, 2 )
providing  products  or services to others who compete with the discloser, or 3)
assigning  its  employees  in  any  way  it  may  choose.

SECTION  11  -  LIABILITY

You will indemnify us for third party claims made against us arising out of your
conduct  under  this  Agreement.


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In  the  event  of  a  default  in  the performance of this Agreement, including
fundamental  breach,  tort,  or  misrepresentation  a) either party will only be
liable  to  the  other  for  any  actual  direct  damages  up to $25,000 (or its
equivalent  in  local  currency)  in the aggregate, and b) neither of us will be
liable  for  any  loss  of  profits,  business  revenue, goodwill or anticipated
savings,  special,  indirect, incidental or other consequential damages, even if
advised  of  their  possibility.  These  limitations  will  not apply to 1) your
obligation to indemnify us for third party claims made against us arising out of
your  conduct  under  this  Agreement,  2) any claim based on your breach of our
intellectual  property rights, including failure to use Trademarks in accordance
with  our guidelines, 3) your misrepresentation or fraud, particularly regarding
statements,  claims  or  warranties  not authorized by us, and 4) any liability,
including  liability based on intent or gross negligence, which under applicable
mandatory  law  may  not  be  excluded  or  limited.

SECTION  12  -  ENDING  THE  AGREEMENT

Either  of  us  may  terminate  the Agreement or any of its Attachments, with or
without  cause,  on one month's written notice. If the termination is for cause,
the  terminating  party  will  allow the other party a reasonable opportunity to
cure.

You  agree  that  if  we  permit  you  to  perform certain activities after this
Agreement  ends,  you  will  do  so  under  the  terms  of  this  Agreement.

SECTION  13  -  GEOGRAPHIC  SCOPE

All the rights and obligations of both of us are valid worldwide, subject to the
terms and conditions of this Agreement.

Section  14-  Governing  Law

Each  of  us  consent  to the application of the laws of the country in which we
contract  with  you  to  govern,  interpret  and  enforce  rights,  duties,  and
obligations  of  each  of  us  arising  from,  or relating in any manner to, the
subject  matter  of this Agreement, except that in 1) Australia, the laws of the


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State  or  Territory  in  which  the transaction is performed apply; 2) Albania,
Bosnia-Herzegovina,  Bulgaria,  Croatia,  Hungary,  Former  Yugoslav Republic of
Macedonia,  Poland,  Romania,  Slovakia, Slovenia, Armenia, Azerbaijan, Belarus,
Georgia,  Kazakhstan,  Kyrgyzstan,  Moldava,  Russia,  Tajikistan, Turkmenistan,
Ukraine,  and  Uzbekistan,  the  laws  of Austria apply; 3) Estonia, Latvia, and
Lithuania, the laws of Finland apply; 4) Algeria, Benin, Burkina Faso, Cameroon,
Cape Verde, Central African Republic, Chad, Congo, Djibouti, Democratic Republic
of Congo, Equatorial Guinea, France, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory
Coast,  Lebanon,  Mali,  Mauritania, Morocco, Niger, Senegal, Togo, and Tunisia,
this  Agreement  will  be  construed and the legal relations between the parties
will  be  determined in accordance with the French laws and all disputes arising
out  of  this  Agreement  or  related  to  its violation or execution, including
summary  proceedings,  will  be  settled  exclusively by the Commercial Court of
Paris;  5)  Angola,  Bahrain, Botswana, Burundi, Egypt Eritrea, Ethiopia, Ghana,
Jordan,  Kenya,  Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Oman
Pakistan,  Qatar,  Rwanda,  Sao  Tome,  Saudi  Arabia,  Sierra  Leone,  Somalia,
Tanzania,  Uganda,  United Arab Emirates, United Kingdom, West Bank/Gaza, Yemen,
Zambia,  and  Zimbabwe,  all  this Agreement will be governed by English Law and
disputes  relating  to it will be submitted to the exclusive jurisdiction of the
English  courts;  6)  Canada,  the laws of the Province of Ontario apply; 7) the
United  States,  Puerto Rico, the People's Republic of China, Laos, Cambodia and
Vietnam,  the  laws of the State of New York apply. The application of the above
referenced  laws  is  without  regard to applicable conflict of laws principles.


The  United  Nations Convention on Contracts for the International Sale of Goods
does  not  apply.


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