<PAGE>


                                                               [GRAPHIC OMITTED]







--------------------------------------------------------------------------------
[***]


at First Union National Bank
--------------------------------------------------------------------------------
Version 1.2 November 15, 1999
99-P-251


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

<PAGE>


[GRAPHIC OMITTED]


[***] is responsible for the development of this document.

Contact:

[***]

Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170

Revision history


<TABLE>
<CAPTION>
-------------------- --------------------- -------------------------------- --------------------------------
Version              Date                  Comments required                Approvals required
-------------------- --------------------- -------------------------------- --------------------------------
<S>                  <C>   <C>
1.2                  12/06/99              [***]                            [***]
-------------------- --------------------- -------------------------------- --------------------------------
</TABLE>





[***]

Version 1.2 November 15, 1999


Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.

No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of First Union without authorization in writing by Predictive Systems,
Inc.

C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
--------------------------------------------------------------------------------


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                Table of Contents
--------------------------------------------------------------------------------
Introduction                                                                 1
 Non-disclosure                                                              1
 Deadline for Response                                                       1
Proposed Statement of Work                                                   2
 Project Background                                                          2
 Project Description                                                         2
 Predictive Responsibilities                                                 4
Phase 1: System Design                                                       5
 Completion Criteria                                                         5
Phase 1: Installation and Configuration of [***]                             6
 Completion Criteria                                                         6
Phases 2 & 3: Install and Configure [***]                                    7
 Completion Criteria                                                         7
Phases 1 & 2: Install and Configure [***]                                    8
 Completion Criteria                                                         8
Phase 3: Install and Configure [***] and [***]
 Completion Criteria                                                         9
Phases 1,2 & 3: Develop [***]                                               10
 Completion Criteria                                                        10
Phase 3: [***]                                                              11
 Completion criteria:                                                       11
Phase 3: Rollout of [***] to the First Union National Bank [***]
 Completion Criteria                                                        12
Project Plan and Cost Summary                                               14
 Project Costs and Billing Assumptions                                      15
 Reporting Methods                                                          16
   Status Reports                                                           16
   Status Meetings                                                          16
 Assumptions                                                                16
Attachments                                                                 19
Contacts                                                                    19
Project Authorization                                                       20

--------------------------------------------------------------------------------


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                 List of Tables
--------------------------------------------------------------------------------
Table 1      Proof of Concept                                               3
Table 2      Estimated Cost                                                14
Table 3      Project Phase Breakdown                                       15



                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Introduction
--------------------------------------------------------------------------------

      Predictive Systems is pleased to present this proposal to First Union
      Corporation (First Union) for the deployment of [***] to support the
      [***]. Predictive Systems will engage this implementation using a phased
      approach to most effectively achieve milestones, while working within the
      constraints of the [***] The phases of the project are described as
      follows:

      o  Phase 1: [***]
      o  Phase 2: [***]
      o  Phase 3: [***]

Predictive Systems looks forward to our continued working relationship with
First Union as a strategic partner. Our leadership position in Enterprise
Management, Information Security, and Performance Management uniquely qualifies
us as the appropriate technology integrator to achieve results in support of the
[***].

Non-disclosure
--------------------------------------------------------------------------------

      All information contained in this proposal and quotation is confidential
      and proprietary to Predictive Systems, constituting its trade secrets and
      privileged, confidential property. It is furnished to First Union in
      confidence, with the understanding that it will not, without written
      permission of Predictive Systems, be used for any purpose other than
      evaluation or be disclosed to any third party. Duplication of this
      proposal and quotation is strictly forbidden, and all copies shall be
      returned to Predictive Systems upon our request.

Deadline for Response

--------------------------------------------------------------------------------
      This proposal is valid for 30 days from the date of issuance, unless
      extended in writing by Predictive Systems.


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               1
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Proposed Statement of Work
--------------------------------------------------------------------------------

Project Background
--------------------------------------------------------------------------------

      First Union has made a tremendous investment in providing banking services
      [***]. At this time, the [***]. To do so, First Union continues to offer
      [***] to [***] customers at an extremely rapid rate.

      First Union has identified that the [***] availability can be achieved
      [***]. This project is the first step in a direction to fully manage all
      aspects of the [***] space in support of achieving maximum availability.

      The project consists of the design and deployment of [***]. This includes
      [***] for up to but not to exceed [***]. All [***] to be placed under
      [***] are [***]. The deployment also consists of [***].

      The First Union National Bank [***] contains the [***]. First Union has
      made a [***] in these areas.

      Predictive Systems proposes a [***] to meet these needs. The approach and
      methodology are more fully described below.

Project Description
--------------------------------------------------------------------------------

      Predictive Systems proposes to build this proof of concept with the
      assumption that we are responsible for systems and network administration,
      application administration, and end-to-end testing and analysis. See Table
      1 on the following page for details.


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               2
<PAGE>

[GRAPHIC OMITTED]


[***]





























                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               3
<PAGE>

[GRAPHIC OMITTED]



Predictive Responsibilities
--------------------------------------------------------------------------------

      The following list represents Predictive Systems' responsibilities for
      ensuring the successful deployment and integration of the [***]. These
      tasks are grouped by function and do not reflect a chronological order.

      [***]




















      The following implementation tasks are fully described in the following
      sections. The integration effort within each major element of the [***]is
      provided. Each section header is correlated against the project phases in
      which the work is performed.


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               4
<PAGE>


--------------------------------------------------------------------------------
Phase 1: System Design
--------------------------------------------------------------------------------

      Predictive Systems will be implementing the architectural design, based on
      the environment(s) described in this SOW, for the technical solution
      proposed by [***] to accomplish the objectives of First Union National
      Bank. As of now, the [***] is under [***] by First Union. Predictive
      Systems will assist First Union and Tivoli to [***]

      In addition, Predictive Systems has defined the tasks in each project
      phase, along with all tasks comprising that phase, to be defined in
      greater detail for each of the environments. The tasks defined below are
      provided for the purpose of designing the overall implementation and for
      planning each implementation phase.

      [***]







Completion Criteria
--------------------------------------------------------------------------------

      This task will be completed when the [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               5
<PAGE>


[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Phase 1: [***]
--------------------------------------------------------------------------------

      [***]. Upon approval and review of any [***], Predictive Systems will
      provide a revised estimate, if necessary, in project time or cost
      variances.

      Predictive Systems will implement the layout of the [***] as defined in
      the [***]. The layout will be configured incrementally as needed during
      the early implementation. Predictive Systems will complete the layout for
      the [***] by the end of the [***]. Additionally, Predictive Systems will
      use the [***] to demonstrate the procedures required to [***] the layout.
      The subtasks include the following:

      [***]



















Completion Criteria
--------------------------------------------------------------------------------

      This task is complete when [***] is installed and performs [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               6
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Phases 2 & 3: [***]
--------------------------------------------------------------------------------

      Predictive will install [***]. This deployment will require [***].
      Development, configuration, and testing of [***] require approximately
      [***].

      [***] are used to collect data from their specified systems on a [***].
      [***] will be installed on both endpoints and managed nodes [***]. This
      will allow First Union National Bank to easily [***]. The subtasks include
      the following:

      [***]









Completion Criteria
--------------------------------------------------------------------------------

      This task is complete when [***] is installed and performs [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               7
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Phases 1 & 2: [***]
--------------------------------------------------------------------------------

      [***]





























Completion Criteria
--------------------------------------------------------------------------------

      This task is complete when [***] is installed and performs [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               8
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Phase 3: [***]
--------------------------------------------------------------------------------

      [***]
















Completion Criteria
--------------------------------------------------------------------------------

      This task is complete when [***] is installed and performs [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               9
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Phases 1,2 & 3: [***]
--------------------------------------------------------------------------------

      [***]

























Completion Criteria
--------------------------------------------------------------------------------

      This task is complete when all Predictive documentation has been delivered
      to and accepted by First Union National Bank, based on the completion of
      each of the three phases of the project.


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              10
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Phase 3: [***]
--------------------------------------------------------------------------------

      [***]

















Completion criteria:
--------------------------------------------------------------------------------

      This task is complete when the [***] is operational within the production
      environment, and operational as evidenced by the First Union Program
      Manager, and representatives of [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              11
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Phase 3: [***]
--------------------------------------------------------------------------------

      [***]




































Completion Criteria
--------------------------------------------------------------------------------

      This task is complete when the [***] is installed in the [***] and [***]
      has assisted First Union technical staff in the rollout effort for the
      remaining [***] as defined [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              12
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Project Plan and Cost Summary
--------------------------------------------------------------------------------

      Please see attachment A for a detailed view of the timeline projected for
      completing the three phases of this project. Upon project commencement,
      the project plan will be reviewed and formalized with the First Union
      Program Manager to ensure optimal and efficient utilization of
      Predictive's project resources.

      Predictive Systems will perform this project on a [***]. Table 1 reflects
      our best estimate for total costs associated with the execution of all
      phases. Billing options are available to First Union to pay against
      achieved project phases, which are described in Table 2. The Predictive
      Program Manager will carry out the customized billing solution that meets
      the needs of First Union.

     Table 2  Estimated Cost
     --------------------------------------- ----------------- ------------
     Staff                                   Projected Hours   Rate/Hour
     --------------------------------------- ----------------- ------------
     [***]


























     --------------------------------------- ----------------- ------------X


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              13
<PAGE>

[GRAPHIC OMITTED]

     --------------------------------------- -------------------------------
     Table 3  Project Phase Breakdown
     --------------------------------------- -------------------------------
     Breakdown by Phases                                      Cost
     --------------------------------------- -------------------------------
     [***]









     --------------------------------------- -------------------------------

Project Costs and Billing Assumptions
--------------------------------------------------------------------------------
      o Travel and living expenses are not included in these rates. First Union
        is responsible for any required travel and living outside D.C./Metro
        area. Predictive will follow First Union guidelines for expense policy,
        and use discretion in travel.

      o Predictive Systems will submit monthly invoices. Payment is required
        within 30 days of invoice receipt.

      o First Union will be responsible for expenses incurred for the purchase,
        rent, or lease of hardware and software required by the scope of this
        project.


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              14


<PAGE>

[GRAPHIC OMITTED]


Reporting Methods
--------------------------------------------------------------------------------



Status Reports
--------------------------------------------------------------------------------

      Predictive Systems' team will provide a weekly status report in electronic
      format to the First Union Program Manager. The report form will be brief,
      listing any items that were completed that week and the open items for the
      next week. The purpose of the reports is to provide weekly information on
      the status of the project and any outstanding issues from the week. The
      reports will be available by Friday at 9AM.

Status Meetings
--------------------------------------------------------------------------------

      There will be weekly status meetings with First Union on the overall
      project. The meeting should be held at the same time and day every week
      (the time and day to be determined). The meeting will be to review any
      work that was performed by the Predictive Systems team and review the open
      items list of work that is scheduled for the next week.

Assumptions
--------------------------------------------------------------------------------

     In determining the scope of work for this project, Predictive Systems made
     the following assumptions:

      o  Predictive assumes that First Union will provide access to the
         laboratory throughout the duration of this task.

      o  Predictive assumes that First Union will provide all software licenses
         and all necessary patches for the following software, [***].

      o  Predictive assumes that all CD-ROM drives and other media needed for
         this prototype will be provided for installation.

      o  Predictive assumes that the software procured or otherwise attained
         will be [***].

      o  Predictive assumes that the [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              15
<PAGE>

[GRAPHIC OMITTED]

      o  Predictive assumes that First Union will provide the necessary [***].

      o  Predictive assumes that timely access to First Union personnel and
         technical information will be provided in order to meet project
         milestones and to stay within the bounds of the costs estimates.

      o  Predictive assumes that First Union will provide timely review of
         Predictive deliverables. Feedback will be in written format.

      o  Predictive assumes that First Union will designate a formal point of
         contact (POC) for the duration of the project. This POC will have
         signature authority for deliverable acceptance.

      o  Predictive assumes that First Union will provide Predictive Systems
         with reasonable facilities such as cube space, telephones, and network
         connectivity.

      o  Work Hours: Normal business hours are 8:00am - 5:00pm, Monday through
         Friday unless changes are approved by the Predictive project manager
         and also the customer Project Manager. Hours worked beyond eight hours
         in one day will be billed separately. Note that work hours may be
         adjusted and/or shifted during the [***] lockdown period as specified
         in the [***] support schedule that will be supplied to the [***].

      o  Predictive assumes that all work being performed will be in a test
         environment prior to migrating to a production environment. The [***].

      o  Predictive assumes that First Union will ensure that [***] services
         will be available and operating on all servers to allow for [***]
         between [***].

      o  Predictive assumes that First Union will ensure that a minimum of
         [***].

      o  Predictive assumes that, during the installation, First Union will
         ensure that [***].


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              16
<PAGE>

[GRAPHIC OMITTED]

      o  Predictive assumes that the project plan and services estimate for the
         [***] has been successfully implemented in the [***], and [***].

      o  Predictive assumes that First Union National Bank resources must be
         [***].

      o  Predictive assumes that First Union National Bank must provide a
         qualified person to provide [***].

      o  [***].

      o  Predictive assumes that First Union will ensure that a [***] will be in
         place for the duration of this implementation to allow for installation
         of [***].

      o  Predictive assumes that any key design assumptions must be specific and
         documented in the SOW, the [***], or a project change request.

      o  [***]

      o  Predictive assumes that First Union will ensure that the existing
         operating system installations are complete and stable. This includes
         but is not limited to all required patches and software updates.

      o  Predictive assumes that software changes associated with this project
         will be submitted to the First Union change control management system
         for approval prior to production implementation.


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              17
<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Attachments
--------------------------------------------------------------------------------

      Predictive Systems Project Plan for [***] is attached hereto, and made
      part of this document. Please refer to the Project Plan for specific
      milestones and tasks associated with the completion of this project.

--------------------------------------------------------------------------------
Contacts
--------------------------------------------------------------------------------

      Direct all business and management communications regarding this project
      to [***] of Predictive Systems. The business/management contact can be
      reached at [***].

      Direct all technical communications regarding this project to [***] of
      Predictive Systems. The technical contact can be reached at [***].

      First Union will appoint a management and technical contact who will be
      responsible for serving as a liaison for any issues that may arise during
      the course of this project.


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              18
<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Project Authorization
--------------------------------------------------------------------------------

      The offer for services described in this SOW is valid for thirty (30) days
      unless extended in writing by Predictive Systems. Any responses or
      questions regarding this statement should be directed to:

         [***]
         Predictive Systems, Inc.
         620 Herndon Parkway, Suite 360
         Herndon, Virginia 20170
         [***]

      This SOW has been assigned the project identifier: [***]. Please use this
      project identifier in all written communication pertaining to this
      statement. Please sign below as acknowledgement First Union has read and
      understands the scope of this project. Upon receipt of this signed
      document, Predictive Systems will begin providing services as they pertain
      to the proposal.

Predictive Systems approval:


--------------------------------------------------------------------------------
Signed                              Name



--------------------------------------------------------------------------------
Title                               Date



First Union approval:


--------------------------------------------------------------------------------
Signed                              Name


--------------------------------------------------------------------------------
Title                               Date


                Owner: [***]/Subject to non-disclosure agreement
                                      [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                              19