Capital                                            2625 Cumberland Parkway, #400
Investment                                                Atlanta, GA 30339
Advisory                                                    770-435-4237
Partners, LLC


                              MEMO OF UNDERSTANDING

                             Vertica Software, Inc.
                                       And
                    Capital Investment Advisory Partners, LLC

TO:      Hans Nehme                                  DATE  Novernber 24, 1999

FROM:    Stephen R. Gross

This memo outlines the Capital Investment Advisory Partners, LLC (CIAP) proposal
to provide various services to Vertica Software, Inc. ('"Vertica").

TWELVE-MONTH ENGAGEMENT

Proposed Staffing

         Stephen R. Gross - Managing Director
         Ronald D. Wallace - Managing Director
         Jerry C. Huskins - Managing Director, Fountainhead Ventures, Inc.
(our strategic partner corporate finance)

Roles to be Filled

         The titles  and roles to be filled  are based on the needs of  Vertica.
Ran Wallace and Steve Gross would like to join the Board of Directors  and would
be available, as needed, to assume a role of VP of Corporate Finance, CFO, VP of
Business Development, or member of the Board of Advisors, Should representatives
of our funding sources demand Board representation,  management has the right to
request  one of the  CIAP  members,  at  his  option,  to  withdraw  from  Board
representation.


<PAGE>


Vertica Software, Inc.
November 24,1999
                                                                     Page 2 of 3

         The  Board of  Directors  assignment  would be  contingent  up,  on the
existence of sufficient Directors E&O insurance (assume $5,000,000).

Duties -- Short-Term

1.       To acquire  $300,000  in bridge  financing  on terms-,  and  conditions
         acceptable to the Company.  These funds are anticipated to take 45 days
         or less to raise.

2.       To begin  recruitment  and  education  of market  makers in the Company
         stock, to assume orderly and informed trading of the Company's shares.

3.       To assist the Company in assuring full  compliance and current  filings
         of all necessary documents with the SEC.

Duties - Medium-Term

1        To assist the Company in  acquiring a second  stage of funding,  In the
         approximate  range of  $2,500,000  to  $4,000.000,  and  sufficient  to
         accelerate  the  completion of all core  software to operate  projected
         revenue  sources,  repay bridge  financing,  if required,  begin public
         relations and advertising,  and to begin a marketing and implementation
         roll out of the site to logical  customers.  We assume  this stage will
         take 30 to 45 days from the closing of bridge financing.

2.       To assist the Company in the Strategic  Planning phase of  development,
         not only  identifying  logical  customer  presentations,  but strategic
         alliances,   Web  enablement,   investment   banking  and  professional
         alliances,  and  beginning  the  development  of  a  government  agency
         presentation for sub-contracted submission responsibility.

Duties - Long-Term

1.       Assist in the  management of the Investor  Relations  activities of the
         Company with analysts and underwriters.

2.       Long-Term Strategic Planning for the Company.

COMPENSATION

         For Board membership and early stage management,  Ron Wallace and Steve
         Gross would together  receive  options to purchase 5% (in total) of the
         Company's  outstanding  stock at the  recent  market  price of $.65 per
         share,  Three per cent (3%) would be available  upon  execution of this
         contract,  and 2% would  become  available  when the  Company  achieves
         NASDAQ reporting status.


<PAGE>


Vertica Software, Inc.
     November 24, 1999
                                                                     Page 3 of 3

Capital-Raising Fee

         The fee to be paid CIAP for raising  $2,500.000 or above is to be 8% of
         funds collected plus 2% nonaccountable expense fees and a success bonus
         of an option to purchase  20% of the amount of money raised at the same
         price as paid by the investors.

Consulting and Services Fees

         After the funding of bridge financing of at least $300,000,  CIAP would
         be paid a fee of $10,000 per month for an initial term of six months to
         promote the market  makers,  increase  investor  awareness  and develop
         strategic opportunities.

Expenses

         CIAP will be reimbursed for all reasonable out-of-pocket expenses. CIAP
         will seek the approval of Vertica  before  expending  sums in excess of
         $500.00.

TERMINATION

         This  agreement  may be terminated by either party with 30 days notice,
         with the understanding that the termination does not release Vertica of
         its obligation to compensate CIAP as it relates to this agreement,  and
         that  Vertica  protects  CUP  with  respect  to its  fees  for  raising
         financing for one year after termination.

         If the terms  described in this Memo of  Understanding  are acceptable,
please  sign and return one copy to us. We look  forward to  spending  more time
with you and your management team. Please call me after you have had a chance to
review this letter at 770-435-4237.


                                       /s/ Stephen R. Gross
                                       Stephen Gross, Managing Director


AGREED AND ACCEPTED

Vertica Software, Inc.


By:      /s/ Hans Nehme                                             11/30/99
   -----------------------------------------               -----------------
         Hans Nehme                                        Date