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                    CONFIDENTIAL TREATMENT - REDACTED VERSION

                           Memorandum of Understanding
                                     between
                       SkillsVillage.com ("SkillsVillage")
                                       and
                     Changepoint Corporation ("Changepoint")

This Memorandum of Understanding ("MOU") contains a statement of the
understandings between SkillsVillage.com and Changepoint Corporation
(collectively the "Parties") with regard to the objectives stated below. The
parties intend to use reasonable efforts and exercise good faith to be
consistent with the intentions and coverage of this MOU.

     1.   OBJECTIVE

          a)   The objective of this MOU is to establish a non-exclusive
               strategic partnership between the parties to allow users to
               access each other's web sites and for the parties to cooperate in
               marketing each other's products and/or services.

          b)   The two parties will cooperate (responsibilities detailed below)
               to develop functionality that will allow a Changepoint or
               MyChangepoint user to interact with the SkillsVillage products
               and services to utilize the services of SkillsVillage such as
               selection of personnel. At a minimum it is envisioned that a user
               of Changepoint will have the capability within Changepoint to
               send a resource requirement to SkillsVillage and receive a list
               of available personnel meeting the specifications. The interface
               will also allow the user to request detailed information on any
               of the available personnel on the list.

          c)   There are a number of additional opportunities for interaction
               between the two party's products and services that are being
               discussed, and will be developed as soon as feasible. One of
               these functions is the capability to pass time reports and other
               information between the systems. The parties agree to continue to
               explore opportunities that will benefit the joint user community
               of the parties.


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     2.   UNDERSTANDINGS

          The parties anticipate that the terms and conditions of this MOU will
          include, but need not be limited to, the following:

          Changepoint agrees to the following criteria:

          (a)  Feature SkillsVillage prominently on WWW.CHANGEPOINT.COM in such
               areas where appropriate.

          (b)  Provide direct links to WWW.SKILLSVILLAGE.COM from within the
               Changepoint applications or develop functionality based on API
               specifications to be provided by SkillsVillage that will allow
               for direct interaction. The intellectual property rights for
               functionality developed by Changepoint will remain the sole
               property of Changepoint.

          (c)  Changepoint will provide SkillsVillage its logo to be used to
               co-brand any Skillsvillage.com pages viewed through the
               SkillsVillage web site.

          (d)  Work with SkillsVillage on a co-marketing plan to expand the
               reach in each other's markets.

          SkillsVillage agrees to the following criteria:

          (a)  Changepoint shall be prominently featured on
               WWW.SKILLSVILLAGE.COM in such areas as Resource Center and other
               areas where appropriate.

          (b)  Provide specifications of API's and reasonable technical
               assistance to Changepoint to allow development of the interfaces
               between the products and thereafter to support new releases. The
               intellectual property rights for functionality developed by
               SkillsVillage will remain the sole property of SkillsVillage.

          (c)  Provide direct links to WWW.CHANGEPOINT.COM or
               WWW.MYCHANGEPOINT.COM as appropriate.

          (d)  SkillsVillage will create a Changepoint co-branded landing page,
               which will be used when Changepoint users click through to
               WWW.SKILLSVILLAGE.COM.

          (e)  Work with Changepoint on a co-marketing plan to expand the reach
               in each other's markets.


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                              CONFIDENTIAL TREATMENT

     3.   TRANSACTION FEES

          SkillsVillage agrees to pay the following transaction fees to
          Changepoint on a quarterly basis:

          (a)  ***

          (b)  ***

          All fees are to be paid to Changepoint for any transaction made
          against a Changepoint referral within a 12 (twelve) month period of
          that referral.

          Either party can request that the value of the transaction fees in (a)
          and (b) above will be reviewed in good faith on the semi-annual or
          annual anniversary of this agreement, based on changes in volume of
          business volume generated or changes in the established market prices
          for similar services.

     4.   PUBLIC ANNOUNCEMENTS

          Prior to the execution of this MOU by the Parties, neither party shall
          make any public announcement about this MOU or the parties'
          discussions without the written consent of the other party, which
          consent shall not be unreasonably withheld or delayed. . The content
          of the press release will be agreed upon by both parties. In addition,
          each party may issue individual press releases concerning the
          execution of this MOU with prior written approval from the other
          party.

     5.   EXPENSES

          Each of the Parties agrees to pay all costs it incurs in connection
          with this MOU and the publishing of logos on each parties respective
          web site.

     6.   CONFIDENTIALITY

          This MOU and all information exchanged pursuant to this MOU (whether
          in tangible or intangible form) shall be held confidential by the
          Parties unless written permission is granted from the other party.

     7.   TERM AND TERMINATION

          This Agreement will remain in effect for one (1) year after the
          Effective Date, and shall automatically renew for additional one-year
          periods, unless terminated by either party by written notice to the
          other party at least thirty (30) days prior to the end of the
          then-current term. Six months form the commencement of the


*** The omitted material has been filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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          Agreement, SkillsVillage and Changepoint will revisit the terms of
          this Agreement.

          7.1  If either party commits any material breach of any material
               provision of this Agreement, the other party will have the right
               to terminate this Agreement by written notice unless the
               breaching party remedies such breach within thirty (30) calendar
               days after receiving written notice from the non breaching party
               describing such breach in detail.

          7.2  Either party shall have the right to terminate this Agreement,
               without cause, within (30) thirty days of written notice of such
               termination to the other party.

          7.3  Either party may terminate this Agreement immediately if the
               other party ceases conducting business in the normal course,
               becomes insolvent, makes a general assignment for the benefit of
               creditors, suffers or permits the appointment of a receiver for
               its business or assets, avails itself of or becomes subject to
               any petition or proceeding under any statute of any state or
               country relating to insolvency or the protection of the rights of
               creditors, or any other insolvency or bankruptcy proceeding or
               other similar proceeding for the settlement of the other party's
               debt is instituted.

          7.4  Upon any expiration or termination of this Agreement, all
               licenses granted hereunder and all other the rights and
               obligations of the parties under this Agreement will terminate.
               In addition, each party will cease display of the other party's
               icons, links, logos, and marks on its web sites, and each party
               shall promptly remove the other party's materials from its
               servers and all marketing and promotional materials. Affiliate is
               only eligible to earn referral fees on revenues earned during the
               term of this Agreement from qualifying transactions.

     8.   LEGAL EFFECT, LEGAL APPROVALS

          This MOU sets forth the current intentions of the parties with respect
          to the activities described, but in no way gives rise to any legal
          obligations other than the confidentiality obligations set forth
          above.


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IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their
respective authorized representatives as of the latter of the two dates set
forth below.


SKILLSVILLAGE.COM                       CHANGEPOINT CORPORATION

By:    /s/ Kevin Kennedy                By:    /s/ Harvey Gordon
      ------------------------------          -----------------------------

Name:  Kevin Kennedy                    Name:  Harvey Gordon
      ------------------------------          -----------------------------

Title: VP, Business Development         Title: VP, Business Development
      ------------------------------          -----------------------------

Date:  2/4/00                           Date:  2/5/00
      ------------------------------          -----------------------------


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