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                                                                    EXHIBIT 10.1

Final execution

                              Dated August 12, 2005

                           PA SHARED SERVICES LIMITED

                                       and

                              ELCOM SYSTEMS LIMITED

                             SUB-FRAMEWORK AGREEMENT

                   FOR THE PROVISION OF SOFTWARE AND SERVICES

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                                    CONTENTS

<TABLE>
<CAPTION>
    CLAUSE                         HEADING                         PAGE
---------------  ------------------------------------------        ----
<S>              <C>                                               <C>
1                Definitions and Interpretation                      2

1A               Prime Agreement and Collaboration                   3

2                Zanzibar System and Acceptance Testing              4

3                Sub-Provider Obligations                           11

4                Method of Performance                              22

5                Payment                                            27

6                Consideration                                      28

7                Records and Rights of Inspection                   28

8                Contract Management                                29

9                Warranties and Indemnities                         33

10               Liability                                          37

11               Title and Risk in Hardware                         39

12               Ownership and Licensing of Deliverables            40

13               Data Protection and Freedom of Information         44

14               Term and Termination                               46

15               Termination Assistance                             50

16               Confidentiality                                    57

17               Non-Solicitation                                   59

18               Assignment and Sub-contracting                     59

19               Insurance                                          60

20               Force Majeure                                      62

21               General                                            62

Schedule 1       Definitions

Schedule 2       Specification of Services

Schedules 3-10   Not used

Schedule  11     Change Control Procedure

Schedules 12-28  Not used

Schedule 29      Special Escrow Arrangements

Schedule 30      Existing Sales Contracts
</TABLE>

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<TABLE>
<S>           <C>
Schedule 31   Form of Sub-Provider Service Provision Order

Schedule 32   Direct Competitors

Schedule 33   Form of Sub-Provider Additional Service Order
</TABLE>

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Final execution

DATED this 12th day of August 2005

BETWEEN:

(1)   PA SHARED SERVICES LIMITED, registered in England and Wales under Company
      Number 05234104 whose registered office is at 123 Buckingham Palace Road,
      London SW1W 9SR ( "PASSL");

(2)   ELCOM SYSTEMS LIMITED, registered in England under Company Number 02838561
      whose registered office is at 3-5 Horndean Road, Bracknell, Berkshire RG12
      0XQ ("SUB- PROVIDER")

RECITALS

WHEREAS:

(A)   OGCbuying.solutions, an executive agency of the Office of Government
      Commerce ("OGC"), placed an advertisement in the Official Journal of the
      European Union ("OJEU NOTICE") in 2004 seeking expressions of interest
      from potential suppliers for the provision of purchase to pay and
      management information services under a framework agreement, to
      OGCbuying.solutions and other civil government departments and bodies;

(B)   PA Consulting Services Limited ("PACSL"), with the support of various
      consortium members, including the Sub-Provider, responded to the OJEU
      Notice and was invited to negotiate. PASSL was subsequently selected by
      OGCbuying.solutions to be the provider of the Zanzibar System and
      associated Prime Services;

(C)   PASSL is now or will be required (pursuant to the Prime Agreement) to:

      (i)   develop the Zanzibar System through which PASSL can provide a
            procurement service to Buying Organisations and enable the
            collection of Management Information;

      (ii)  enter into Service Provision Agreements with certain Buying
            Organisations for the provision of a procurement service utilising
            the Zanzibar System (with Subscribing Buying Organisations having
            the option of using the Zanzibar System via their own Enterprise
            Resource Planning Systems or via the Internet); and

      (iii) enter into Supplier Agreements with Suppliers setting out the terms
            and conditions on which such providers are to offer their products
            and services to the Subscribing Buying Organisations on the Zanzibar
            System;

(D)   PASSL requires the support of the Sub-Provider in developing the Zanzibar
      System and/or delivering the Prime Services and/or otherwise performing
      its obligations under the Prime Agreement, the Service Provision
      Agreements and the Supplier Agreements. PACSL requires the support of the
      Sub-Provider in performing its obligations under the Guarantee. PASSL has
      therefore agreed to engage the Sub-Provider to deliver the Sub-Provider
      Systems and provide the Sub-Provider Services and to facilitate the
      development of the Zanzibar System and the provision of the Prime Services
      as a whole;

(E)   The parties wish to enter into this Agreement to regulate the terms and
      conditions (other than those relating to revenue sharing and remuneration)
      on which the Sub-Provider is to provide the Sub-Provider Systems and the
      Sub-Provider Services to PASSL;

(F)   The parties plan to enter into the Revenue Sharing Agreement to regulate
      the terms and conditions on which PASSL will share revenue with or
      otherwise remunerate the Sub-Provider in consideration of the
      Sub-Provider's performance of its obligations under this Agreement;

IT IS AGREED as follows.

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1     DEFINITIONS AND INTERPRETATION

1.1   Unless defined in a Clause, and save where the context otherwise provides
      or requires, defined terms in this Agreement shall have the meanings set
      out in the Schedule of Defined Terms at Schedule 1.

1.2   The headings in this Agreement are intended to be for guidance only and
      shall not affect or limit the intent, scope or interpretation of this
      Agreement.

1.3   The following rules of interpretation apply in this Agreement unless the
      context requires otherwise:

      1.3.1 the Interpretation Act 1978 shall apply to this Agreement in the
            same way as it applies to an enactment;

      1.3.2 the singular includes the plural and vice versa;

      1.3.3 if a word or phrase is defined, its other grammatical forms have a
            corresponding meaning;

      1.3.4 the words "INCLUDE", "INCLUDES" and "INCLUDING" and any succeeding
            words shall be construed without limitation to the generality of any
            preceding words or concepts;

      1.3.5 references to a statutory provision include (subject to Clause 4.5)
            that provision as from time to time modified or re-enacted whether
            before or after the date of this Agreement and (so far as liability
            thereunder may exist or can arise) shall include also any past
            statutory provision (as from time to time modified or re-enacted)
            which such provision has directly or indirectly replaced;

      1.3.6 references to this Agreement include its Schedules and this
            Agreement as from time to time amended and references to Recitals,
            Clauses, Schedules and Appendices are to recitals and clauses of,
            and schedules and appendices to, this Agreement;

      1.3.7 any reference to records or other information means records or other
            information in any form in which those records or that information
            is stored, whether in paper form, electronic form or in any other
            medium; and

      1.3.8 a reference to an agreement or document (including a reference to
            this Agreement) is to the agreement or document as amended, varied,
            supplemented, novated or replaced, except to the extent prohibited
            by this Agreement or that other agreement or document.

      1.3.9 where PASSL is acting on a requirement or determination of
            OGCbuying.solutions or a Subscribing Buying Organisation pursuant to
            the terms of the Prime Agreement or a Service Provision Agreement,
            then PASSL shall be deemed to be acting "reasonably" for the
            purposes of this Agreement;

      1.3.10 where PASSL withholds or delays its consent under this Agreement as
            a result of OGCbuying.solutions or a Subscribing Buying Organisation
            withholding or delaying a related consent pursuant to the terms of
            the Prime Agreement or a Service Provision Agreement, then PASSL
            shall not be deemed to be acting "unreasonably" for the purposes of
            this Agreement.

1.4   This Agreement consists of the documents stated in this Clause 1.4. If
      there is any conflict, apparent conflict or ambiguity in or between any of
      these documents, the documents will be applied in the following order in
      decreasing order of precedence:

      1.4.1 the Clauses of this Agreement and Schedule 1 (Definitions and
            Interpretations); and

      1.4.2 the remaining Schedules to this Agreement.

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1.5   In the event of any conflict between this Agreement and the Revenue
      Sharing Agreement the provisions of this Agreement shall prevail.

1A    PRIME AGREEMENT AND COLLABORATION

1A.1  The Sub-Provider acknowledges and agrees that:

      (a)   the Sub-Provider Services form part of the Prime Services; and

      (b)   the Sub-Provider Systems form part of the Zanzibar System which
            PASSL is obliged to deliver pursuant to the terms of the Prime
            Agreement and the Service Provision Agreements.

1A.2  The appointment of the Sub-Provider under this Agreement and each of the
      Other Material Sub-Providers under their respective agreements with PASSL
      shall be to act as members of a team and to provide the Sub-Provider
      Services or their respective services taking into account the Project
      Objectives.

1A.3  The Sub-Provider shall perform its obligations under this Agreement and
      provide reasonable information and reasonable assistance so as to
      facilitate:

      (a)   compliance by PASSL with its obligations and exercise by PASSL of
            its rights under the Prime Agreement, the Service Provision
            Agreements and the Supplier Agreements;

      (b)   compliance by the Other Material Sub-Providers with their
            obligations under their respective agreements with PASSL.

1A.4  The Sub-Provider shall work under this Agreement and together with the
      Other Material Sub-Providers in the spirit of trust, fairness and mutual
      co-operation for the benefit of the Project and within the scope of its
      agreed roles, expertise and responsibilities as set out in this Agreement.

1A.5  In all matters relating to the Prime Services or the Sub-Provider
      Services, including any required notice, submission, decision, consent,
      agreement or other communication or activity, the Sub-Provider shall act
      reasonably and without delay.

1A.6  For the purpose of this Clause 1A, the Project Objectives (which, the
      parties acknowledge and agree, are for the benefit of the Project as a
      whole and the mutual benefit of PASSL, the Sub-Provider and each Other
      Material Sub-Provider) are as follows:

      (a)   the provision of all Prime Services and performance of all
            obligations in accordance with the terms of the Prime Agreement, the
            Service Provision Agreements and the Supplier Agreements;

      (b)   without prejudice to sub-Clause 1A.6(a), the delivery and acceptance
            of the Zanzibar System in accordance with the Prime Agreement;

      (c)   maximising the numbers of Subscribing Buying Organisations from time
            to time;

      (d)   maximising the numbers of suppliers, having an existing relationship
            with Buying Organisations which may become Subscribing Buying
            Organisations, adopted on to the Zanzibar System as Suppliers from
            time to time;

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      (e)   maximising the amount of Zanzibar Revenue received by PASSL and
            distributed in accordance with the Revenue Sharing Agreement and
            ensuring that the Prime Services (including the Sub-Provider
            Services included within such Prime Services) are performed in the
            most efficient fashion;

      (f)   achieving high levels of customer satisfaction amongst
            OGCbuying.solutions, Subscribing Buying Organisations and Suppliers
            and minimising the payment of Performance Incentives;

      (g)   seeking to ensure that the Prime Services are delivered successfully
            such that OGCbuying.solutions opts to extend the Prime Agreement
            pursuant to its terms;

      (h)   establishing the Zanzibar System as an industry benchmark for public
            sector procurement environments.

2     ZANZIBAR SYSTEM AND ACCEPTANCE TESTING

2.1   ZANZIBAR SYSTEM

      2.1.1 Subject to Clause 2.1.2, the Sub-Provider shall perform all its
            obligations pursuant to this Agreement from the Commencement Date.

      2.1.2 Notwithstanding Clause 2.1.1, the Sub-Provider shall not be obliged
            to:

            (i)   deliver the Sub-Provider Systems which apply to Stage 2 unless
                  and until such time as the Stage 2 Development Criteria have
                  been achieved; or

            (ii)  deliver the Sub-Provider Systems which apply to Stage 3 unless
                  and until such time as the Stage 3 Development Criteria have
                  been achieved;

            provided that the Sub-Provider shall, as soon as reasonably
            practicable following the Commencement Date, make all such
            reasonable preparations for the delivery of the Sub-Provider Systems
            which relate to Stage 2 and Stage 3 and perform such obligations
            relating to the Sub-Provider Services as are necessary to ensure
            that PASSL is able to meet its obligations in respect of Stage 2
            and/or Stage 3 under the Prime Agreement promptly (and in any event
            in accordance with any timetable set out in the Prime Agreement)
            following the achievement of the Stage 2 Development Criteria or the
            Stage 3 Development Criteria (as applicable). The Sub-Provider shall
            additionally perform such other obligations in respect of Stage 2 or
            Stage 3 prior to the achievement of the Stage 2 Development Criteria
            or the Stage 3 Development Criteria (as applicable) as are agreed
            between the parties (such agreement not to be unreasonably withheld
            or delayed).

2.2   DELIVERY

      2.2.1 Subject to Clause 2.1.2, the Sub-Provider shall deliver the relevant
            Sub-Provider Systems within such timescales as may reasonably be
            required by PASSL in order to enable PASSL to (if applicable) test
            such Sub-Provider Systems in accordance with Clause 2.2A; deliver
            each Stage to OGCbuying.solutions; permit each Stage to be tested by
            OGCbuying.solutions in accordance with the Prime Agreement; and
            ensure that such Stage is accepted by OGCbuying.solutions prior to
            the expiry of the Long Stop Date applicable to that Stage.

      2.2.2 The Sub-Provider shall deliver all Sub-Provider Systems to PASSL
            together with all documentation reasonably required by PASSL in
            order to enable PASSL to operate and/or test such Sub-Provider

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             System in accordance with Clause 2.2A.1 including a detailed
             explanation of the work which has been undertaken on such
             Sub-Provider System, the purpose of such work and how it was
             completed. The Sub-Provider shall in no event deliver any
             Sub-Provider System to OGCbuying.solutions without PASSL's prior
             agreement in writing.

      2.2.3  The Sub-Provider shall develop and provide to PASSL such
             documentation as PASSL may reasonably require in relation to any
             service oriented element of the Sub-Provider Services in order to
             enable PASSL to properly review such Sub-Provider Service in
             accordance with Clause 2.2A.3. Such documentation shall be provided
             within such timescales as may reasonably be required by PASSL in
             order to enable PASSL to review and inspect such Sub-Provider
             Service prior to the commencement of any obligation to deliver such
             Sub-Provider Service to OGCbuying.solutions, Subscribing Buying
             Organisations or Suppliers as part of the Prime Services.

      2.2.4  The arrangements set out in Clauses 2.2 and 2.2A shall apply to the
             extent practicable to any changes to Sub-Provider Systems or
             Sub-Provider Services and to any additional Sub-Provider Systems or
             Sub-Provider Services (whether agreed through the Change Control
             Procedure or otherwise).

      2.2.5  For the avoidance of doubt, "delivery" of a Sub-Provider System may
             include, for the purposes of this Clause 2.2, the granting of
             access to such Sub-Provider System by means other than physical
             delivery and as contemplated by this Agreement.

2.2A  TESTING BY PASSL

      2.2A.1 PASSL shall be entitled to test or to instruct the Sub-Provider to
             test the Sub-Provider Systems (or any constituent part of them) at
             any time or times prior to the delivery or re-delivery of the Stage
             to which such Sub-Provider Systems relate to OGCbuying.solutions,
             in order to establish whether such Sub-Provider Systems will be
             capable of (i) providing the features and functions set out in and
             of performing in accordance with this Agreement; and (ii) enabling
             the relevant Stage to provide the features and functions set out
             in, and to be accepted by OGCbuying.solutions and perform, in
             accordance with the Prime Agreement. For the purpose of such
             testing, the Sub-Provider shall permit PASSL to have access to any
             test system to be provided to PASSL and OGCbuying.solutions for the
             purpose of OGCbuying.solutions conducting the Acceptance Tests and
             shall provide necessary technical support in respect of such test
             system. The Sub-Provider shall not, for the avoidance of doubt, be
             obliged to provide additional test systems to PASSL for the purpose
             of testing in accordance with this Clause 2.2A.1 or to provide
             on-site or dedicated resource to assist PASSL with the conduct of
             such testing. The Sub-Provider shall respond to reasonable
             enquiries from PASSL arising during the course of any testing
             contemplated by this Clause 2.2A.1.

      2.2A.2 PASSL shall be entitled to attend any tests carried out by the
             Sub-Provider in accordance with Clause 2.2A.1 (and shall meet its
             own travel and subsistence expenses in so doing). Any advice or
             recommendations offered or made by PASSL shall not relieve the
             Sub-Provider of its obligations and duties to PASSL under this
             Agreement. However, where necessary, in the reasonable opinion of
             PASSL, to allow acceptance of the Stage to which such Sub-Provider
             System relates in accordance with the Prime Agreement, such advice
             or recommendations shall be promptly implemented by the
             Sub-Provider unless the Sub-Provider notifies PASSL in writing that
             it does not agree with such advice or recommendations (such
             agreement not to be unreasonably withheld or delayed) and includes
             with such notification the Sub-Provider's detailed alternative
             proposals

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             for addressing the matters giving rise to such advice or
             recommendations. If the parties, acting reasonably, are unable to
             agree on such proposals, then the issue shall be referred to the
             Dispute Resolution Procedure provided that the Sub-Provider shall
             be under an overriding obligation to ensure that such matters are
             addressed in such time as will allow delivery and acceptance by
             OGCbuying.solutions of the Stage to which the relevant Sub-Provider
             System relates in accordance with the Prime Agreement.

      2.2A.3 PASSL shall be entitled to review or inspect the preparations for
             and/or performance of any Sub-Provider Services due to be provided
             following the Service Commencement Date in order to establish
             whether such Sub-Provider Services are capable of being performed
             in accordance with this Agreement and will enable the Prime
             Services to be performed in accordance with the Prime Agreement.
             Any advice or recommendations offered or made by PASSL shall not
             relieve the Supplier of its obligations and duties to PASSL under
             this Agreement. However, where necessary, in the reasonable opinion
             of PASSL, to allow performance of the Prime Services to which such
             Sub-Provider Services relate in accordance with the Prime
             Agreement, such advice or recommendations shall be promptly
             implemented by the Sub-Provider unless the Sub-Provider notifies
             PASSL in writing that it does not agree with such advice or
             recommendations (such agreement not to be unreasonably withheld or
             delayed) and includes with such notice the Sub-Provider's detailed
             alternative proposals for addressing the matters giving rise to
             such advice or recommendations. If the parties, acting reasonably,
             are unable to agree on such proposals, then the issue shall be
             referred to the Dispute Resolution Procedure provided that the
             Sub-Provider shall be under an overriding obligation to ensure that
             such matters are addressed in such time as will allow performance
             of the Prime Services to which such Sub-Provider Services relate in
             accordance with the Prime Agreement from the date on which such
             Prime Services are due to be provided under the Prime Agreement.

      2.2A.4 For the avoidance of doubt, acceptance of Sub-Provider Systems
             shall only occur in accordance with Clause 2.5 below and no testing
             (whether successful or otherwise), failure to conduct testing,
             notice or other act or omission of PASSL pursuant to this Clause
             2.2A shall constitute acceptance or deemed acceptance of any
             Sub-Provider System or Sub-Provider Service.

2.3   TESTING BY OGCBUYING.SOLUTIONS

      On delivery of each Stage, PASSL shall use reasonable endeavours in
      seeking to ensure that OGCbuying.solutions performs the Acceptance Tests
      applicable to that Stage to determine whether that Stage (as delivered)
      complies with the Specification applicable to that Stage in all material
      respects and otherwise meets the Acceptance Criteria applicable to that
      Stage. In conducting such tests the Sub-Provider shall provide PASSL and
      OGCbuying.solutions with such assistance as PASSL and/or
      OGCbuying.solutions may reasonably require for the purposes of that
      testing.

2.4   DEFECTS IN A STAGE

      If, following the testing conducted under Clause 2.3, the relevant Stage
      does not comply with the Specification applicable to that Stage in all
      material respects and otherwise meet the Acceptance Criteria, PASSL shall
      notify the Sub-Provider in writing of the relevant defects, insofar as the
      relevant defects relate to Sub-Provider Systems, (giving all such relevant
      details as are provided to PASSL by OGCbuying.solutions or are otherwise
      available to PASSL) and, on receipt of that notification, the Sub-Provider
      shall have a reasonable opportunity (not to subsist past the date
      reasonably required by PASSL so as to enable PASSL to ensure that the
      relevant Stage is accepted by OGCbuying.solutions prior to the Long

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      Stop Date for the relevant Stage) to cure the relevant defects and shall
      then resubmit the relevant Sub-Provider Systems so that PASSL may
      re-submit the relevant Stage for further testing by OGCbuying.solutions
      (following which this Clause 2.4 and Clause 2.3 shall apply as though
      references to a "Stage" were references to that Stage as resubmitted).
      Insofar as defects identified in accordance with this Clause 2.4 do not
      relate to Sub-Provider Systems, the Sub-Provider shall co-operate with and
      facilitate PASSL's (or its sub-contractors') resolution of such defects
      within PASSL's applicable timetable.

2.5   ACCEPTANCE OF STAGES AND SUB-PROVIDER SYSTEMS

      2.5.1 If, following the evaluation conducted under Clause 2.3 or Clause
            2.4, the relevant Stage (as delivered or resubmitted) complies with
            the Specification applicable to that Stage in all material respects
            (pursuant to Clause 2.4 above) and otherwise meets the Acceptance
            Criteria applicable to that Stage, then OGCbuying.solutions is
            obliged to notify PASSL in writing of its acceptance of the relevant
            Stage pursuant to the terms of the Prime Agreement and PASSL shall
            promptly following receipt of such notification notify the
            Sub-Provider in writing of its acceptance of the relevant
            Sub-Provider Systems forming part of such Stage.

      2.5.2 Notwithstanding Clause 2.5.1, in the event that:

            (a)   OGCbuying.solutions does not notify the Sub-Provider of
                  acceptance of the relevant Stage under the terms of the Prime
                  Agreement or of any outstanding defects in that Stage within
                  the timescales specified in the Prime Agreement; or

            (b)   OGCbuying.solutions or any Subscribing Buying Organisation
                  uses the relevant Stage (or any part of it) in a Live
                  Environment other than to the extent that the use of a Live
                  Environment is agreed in writing by PASSL to form part of the
                  agreed acceptance testing procedure;

            that Stage shall be deemed to be accepted under the terms of the
            Prime Agreement and the Sub-Provider Systems forming part of that
            Stage shall be deemed accepted under this Agreement.

2.6   REJECTION OF A STAGE

      2.6.1 If, as at the Long Stop Date for Stage 1, Stage 1 does not comply
            with the Specification applicable to Stage 1 in all material
            respects or does not otherwise meet the Acceptance Criteria
            applicable to Stage 1, then PASSL shall have the right (without
            limiting any other rights or remedies it may have under this
            Agreement or otherwise) to either:

            (i)   reject the Sub-Provider Systems forming part of Stage 1 and
                  terminate this Agreement; or

            (ii)  grant the Sub-Provider further time to rectify any
                  Sub-Provider Systems forming part of Stage 1 by a date
                  specified by PASSL so as to enable PASSL to meet the revised
                  Long Stop Date for Stage 1 under the Prime Agreement and this
                  Clause 2.6.1 shall apply accordingly to the revised Long Stop
                  Date.

      2.6.2 If, as at the Long Stop Date for Stage 2, Stage 2 does not comply
            with the Specification applicable to Stage 2 in all material
            respects or does not otherwise meet the Acceptance Criteria
            applicable to Stage 2 then PASSL shall have the right (without
            limiting any other rights or remedies it may have under this
            Agreement or otherwise) to either:

            (i)   reject the Sub-Provider Systems forming part of Stage 2 and
                  terminate this Agreement with respect to the Sub-Provider
                  Systems forming part of Stage 2 and Stage 3 only; or

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            (ii)  grant the Sub-Provider further time to rectify any
                  Sub-Provider Systems forming part of Stage 2 by a date
                  specified by PASSL so as to enable PASSL to meet the revised
                  Long Stop Date for Stage 2 under the Prime Agreement and this
                  Clause 2.6.2 shall apply accordingly to the revised Long Stop
                  Date;

            In the event that PASSL terminates this Agreement with respect to
            Stage 2 and Stage 3 only under sub-clause (ii) above, the
            Sub-Provider and PASSL shall be released from their obligations
            under this Agreement to the extent that they relate to Stage 2 and
            Stage 3. Any dispute over the extent to which an obligation relates
            to Stage 2 and/or Stage 3 shall be referred to the Dispute
            Resolution Procedure.

      2.6.3 If, as at the Long Stop Date for Stage 3, Stage 3 does not comply
            with the Specification applicable to Stage 3 in all material
            respects or does not otherwise meet the Acceptance Criteria
            applicable to Stage 3 then PASSL shall have the right (without
            limiting any other rights or remedies it may have under this
            Agreement or otherwise) to either:

            (i)   reject the Sub-Provider Systems forming part of Stage 3 and
                  terminate this Agreement or

            (ii)  reject the Sub-Provider Systems forming part of Stage 3 and
                  terminate this Agreement with respect to Stage 3 only; or

            (iii) grant the Sub-Provider further time to rectify any
                  Sub-Provider Systems forming part of Stage 3 by a date
                  specified by PASSL so as to enable PASSL to meet the revised
                  Long Stop Date for Stage 3 under the Prime Agreement and this
                  Clause 2.6.3 shall apply accordingly to the revised Long Stop
                  Date.

            In the event that PASSL terminates this Agreement with respect to
            Stage 3 only under sub-clause (ii) above, the Sub-Provider and PASSL
            shall be released from their obligations under this Agreement to the
            extent that they relate to Stage 3. Any dispute over the extent to
            which an obligation relates to Stage 3 shall be referred to the
            Dispute Resolution Procedure.

2.7   NATURE OF APPOINTMENT

      2.7.1 The Sub-Provider is not appointed as the exclusive supplier of the
            Sub-Provider Services and (subject to Clause 2.7.5) nothing in this
            Agreement intends to, or does, prevent or restrain PASSL or PACSL,
            (and the Sub-Provider acknowledges that nothing in the Prime
            Agreement prevents OGCbuying.solutions or any Buying Organisation)
            from acquiring any system or services from a third party or from
            performing any services itself internally.

      2.7.2 The Sub-Provider shall (and shall procure that its Affiliates shall)
            for the duration of this Agreement and without prejudice to Clause
            12.6 but subject to Clause 2.7.2A:

            (i)   (to the same extent as it sells and promotes its products and
                  services in its normal course of business) promote, recommend
                  and enable PASSL to provide the Zanzibar System as the
                  Sub-Provider and its Affiliates primary service offering for
                  Buying Organisations (and to the extent that the Sub-Provider
                  and/or its Affiliates market the Zanzibar System (if at all)
                  they shall also comply with this obligation) in preference to
                  any system, product or service of the Sub-Provider, its
                  Affiliates or any third party which competes with the whole or
                  a substantial part of the Zanzibar System;

            (ii)  use all reasonable endeavours to ensure that Buying
                  Organisations to which it or its Affiliates are marketing
                  their services subscribe to the Zanzibar System (through the

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                  execution of a Service Provision Agreement with PASSL) in
                  preference to any system, product or service of the
                  Sub-Provider, its Affiliates or any third party which competes
                  with the whole or a substantial part of the Zanzibar System;
                  and

            (iii) not compete with or contract with a third party for the
                  purpose of or with the intention of enabling that third party
                  to compete with the Zanzibar System as a whole or a
                  substantial part of it (where, in the case of competition with
                  a substantial part, such competition would or may materially
                  affect Zanzibar Revenue and/or the potential for Zanzibar
                  Revenue);

      2.7.2A Nothing in Clause 2.7.2 shall:

            (i)   prevent the Sub-Provider or its Affiliates from continuing to
                  provide contracted systems, products or services pursuant to
                  the Existing Sales Contracts;

            (ii)  prevent the Sub-Provider or its Affiliates from providing any
                  system product or service which competes with a substantial
                  part of the Zanzibar System to a Buying Organisation where the
                  Sub-Provider and/or its Affiliates have complied with the
                  obligations in Clause 2.7.2(i) and (ii) and that Buying
                  Organisation has nevertheless confirmed in writing that it
                  does not wish to subscribe to the Zanzibar System.

            (iii) prevent the Sub-Provider or its Affiliates from contracting
                  with a third party for the purpose or with the intention of
                  enabling that third party to provide any system product or
                  service which competes with a substantial part of the Zanzibar
                  System to a Buying Organisation where the Sub-Provider and/or
                  its Affiliates have complied with the obligations in Clause
                  2.7.2(i) and (ii) and that Buying Organisation has
                  nevertheless confirmed in writing that it does not wish to
                  subscribe to the Zanzibar System;

            (iv)  require the Sub-Provider to breach the terms of the ePS
                  Contract or to offer or continue to offer its systems,
                  products and services to Buying Organisations in Scotland to
                  the extent that it is obliged to do so pursuant to the terms
                  of the ePS Contract;

            (v)   prevent the Sub-Provider and/or its Affiliates from
                  re-tendering for the ePS Contract either independently or in
                  collaboration with third parties (which may include Capgemini
                  UK Limited) where the scope of the Buying Organisation market
                  covered by such re-tendered ePS Contract is no greater than
                  the existing ePS Contract and, in the event that such ePS
                  Contract is awarded or re-awarded to the Sub-Provider or its
                  Affiliate or to a third party with which the Sub-Provider or
                  its Affiliate has collaborated in response to such
                  re-tendering (with the Sub-Provider or its Affiliate being
                  contracted to provide sub-contracted services to such third
                  party), then nothing in Clause 2.7.2 shall prevent the
                  Sub-Provider or its relevant Affiliate from subsequently
                  providing contracted systems, products or services to Buying
                  Organisations in Scotland to the extent that it is obliged to
                  do so pursuant to the terms of that contract.

      2.7.3 The Sub-Provider shall (and shall procure that its Affiliates shall)
            not for the duration of this Agreement:

            (i)   provide or market to Buying Organisations services relating to
                  or reasonably preparatory to the Zanzibar System or the
                  assessment of, access to, use or exploitation of the Zanzibar
                  System (other than the Sub-Provider Services and the Prime
                  Services of which the Sub-Provider Services form part);

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            (ii)  provide or market to other third parties services relating to
                  or reasonably preparatory to the Zanzibar System or the
                  assessment of, access to, use or exploitation of the Zanzibar
                  System (other than the Sub-Provider Services and the Prime
                  Services of which the Sub-Provider Services form part);

            without the prior written consent of PASSL (not to be unreasonably
            withheld or delayed).

      2.7.4 For the avoidance of doubt, nothing in this Agreement shall prevent
            either party (or its Affiliates) from determining the terms and
            conditions governing the provision of services to Suppliers which do
            not relate to and are not reasonably preparatory to the Zanzibar
            System or the assessment of, access to, use or exploitation of the
            Zanzibar System without the prior written consent of the other
            party. Subject to Clause 2.7.2 but notwithstanding any other
            provision of this Agreement, each party (and its Affiliates) shall
            be free to determine the terms and conditions on which it and its
            Affiliates contract with Buying Organisations for the provision of
            services which do not relate to and are not reasonably preparatory
            to the Zanzibar System or the assessment of, access to, use or
            exploitation of the Zanzibar System without the prior written
            consent of the other party.

      2.7.5 PASSL shall use reasonable endeavours to ensure that
            OGCbuying.solutions shall:

            (i)   market the Zanzibar System as part of the eProcurement
                  Solutions Toolkit; and

            (ii)  not (and that OGCbuying.solutions shall procure that OGC does
                  not) market as part of the eProcurement Solutions Toolkit any
                  other software or system which is the same or substantially
                  similar to or replicates or competes with a substantial part
                  of the Zanzibar System provided that this restriction shall
                  not apply to the extent that:

                  (a)   such marketing is in relation to software or systems
                        which compete with a part of the Zanzibar System (but
                        are not the same or substantially similar to and do not
                        compete with the Zanzibar System as a whole) and which
                        OGCbuying.solutions is marketing at the date of the
                        Prime Agreement; or

                  (b)   such marketing is in relation to software or systems
                        which replicate or compete with:

                        (A)   Stage 2 and/or Stage 3 where OGCbuying.solutions
                              has validly terminated the Prime Agreement with
                              respect to Stage 2 and Stage 3 only; or

                        (B)   Stage 3 where OGCbuying.solutions has validly
                              terminated the Prime Agreement with respect to
                              Stage 3 only; or

                        (C)   the Services subject to Step-in where
                              OGCbuying.solutions has validly terminated the
                              Prime Agreement with respect to the Services
                              subject to Step-in.

3     SUB-PROVIDER OBLIGATIONS

3.1   SUBSCRIBER AND SUPPLIER AGREEMENTS

      3.1.1 The Sub-Provider shall:

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            (i)   execute a Sub-Provider Service Provision Order in respect of
                  each Service Provision Agreement to be entered into by PASSL;

            (ii)  execute a Sub-Provider Additional Service Order in respect of
                  each Additional Service Order to be entered into by PASSL in
                  relation to Additional Services which relate to Sub-Provider
                  Services;

            (iii) be automatically bound to provide such Sub-Provider Services,
                  perform such obligations and grant such licences as are
                  required in relation to each Supplier Agreement entered into
                  by PASSL from the date on which such Supplier Agreement
                  becomes effective and so as to enable PASSL to meet its
                  obligations under and in respect of such Supplier Agreement.

      3.1.2 By executing a Sub-Provider Service Provision Order or Sub-Provider
            Additional Service Order, the Sub-Provider agrees:

            (i)   to provide all such Sub-Provider Services and perform all such
                  obligations as are required to enable PASSL to:

                  (a)   deliver those elements of the Prime Services, which
                        relate to the Sub-Provider Services and which are to be
                        provided by PASSL pursuant to the relevant Service
                        Provision Agreement and/or any Additional Service Order,
                        to the standard and Service Levels required by and
                        otherwise in accordance with the relevant Service
                        Provision Agreement and/or Additional Service Order; and

                  (b)   otherwise enable PASSL to meet its obligations under
                        such Service Provision Agreement and/or Additional
                        Service Order where (without prejudice to Clause 1A)
                        such obligations relate to the Sub-Provider, the
                        Sub-Provider Services, the Sub-Provider Systems or any
                        obligations of the Sub-Provider contemplated by this
                        Agreement;

            (ii)  to grant such licences to PASSL in respect of the Sub-Provider
                  Systems or any other Sub-Provider material or documentation as
                  enable PASSL to grant the licences set out in the relevant
                  Service Provision Agreement and/or Additional Service Order;

            (iii) to indemnify PASSL and its Affiliates and give warranties to
                  PASSL on the same terms as those on which PASSL indemnifies
                  and gives warranties to the relevant Subscribing Buying
                  Organisation pursuant to the relevant Service Provision
                  Agreement and/or Additional Service Order;

            (iv)  without limitation to Clause 3.1.2(i) or (iii) to comply with
                  PASSL's obligations in Clause 23 of the relevant Service
                  Provision Agreement as if it was PASSL and to indemnify PASSL
                  and its Affiliates, the relevant Subscribing Buying
                  Organisation and its contractors and sub-contractors and (in
                  respect of Clause 23.1.5 of the Service Provision Agreement)
                  the Transferee on the same terms as those on which PASSL
                  indemnifies the relevant Subscribing Buying Organisation and
                  its contractors and sub-contractors and (in respect of Clause
                  23.1.5 of the Service Provision Agreement) the Transferee in
                  Clause 23 of the relevant Service Provision Agreement;

            (v)   to be liable to PASSL to the same extent as PASSL is liable to
                  the relevant Subscribing Buying Organisation pursuant to the
                  terms of the relevant Service Provision Agreement and as set
                  out in Clause 10.2.2;

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            (vi)  not through any act or omission to put PASSL in breach of the
                  terms of the relevant Service Provision Agreement or
                  Additional Service Order and to be bound by such restrictions
                  as are included in the Service Provision Agreement or
                  Additional Service Order as if the Sub-Provider was PASSL.

      3.1.3 The agreement between the parties created by the execution by the
            Sub-Provider, pursuant to Clause 3.1.1, of a Sub-Provider Service
            Provision Order (which, for the purposes of this Agreement, shall be
            referred to as a "SERVICE PROVISION SUB-AGREEMENT") shall consist
            of:

            (i)   that Sub-Provider Service Provision Order;

            (ii)  the relevant Term Sheet (insofar as it relates to the
                  Sub-Provider Services); and

            (iii) the Standard SPA Terms and Conditions (as amended strictly
                  insofar as is necessary to reflect variations to such Standard
                  SPA Terms and Conditions which have been expressly agreed
                  between PASSL and the relevant Buying Organisation) insofar as
                  is necessary and construed so as to give effect to Clause
                  3.1.2 above;

            (iv)  any Sub-Provider Additional Service Orders executed from time
                  to time.

      3.1.4 For the avoidance of doubt, the Sub-Provider shall only be entitled
            to refuse to execute a Sub-Provider Service Provision Order or a
            Sub-Provider Additional Service Order under Clause 3.1.1 above
            where:

            (i)   PASSL has, in the proposed Service Provision Agreement or
                  through the relevant Additional Service Order, agreed
                  variations to the standard Service Provision Agreement (as set
                  out in Schedule 19 to the Prime Agreement) with the relevant
                  Buying Organisation; and

            (ii)  such variation will have a material adverse impact on the
                  Sub-Provider when reflected in the Service Provision
                  Sub-Agreement pursuant to Clause 3.1.3; and

            (iii) the Sub-Provider has not given its prior consent to such
                  variation (such consent not to be unreasonably withheld or
                  delayed).

            The Sub-Provider acknowledges and agrees that the standard Service
            Provision Agreement (as set out in the Prime Agreement) has been
            agreed between the parties and that the Sub-Provider shall (unless
            PASSL agrees otherwise) only be entitled to renegotiate the terms on
            which any Service Provision Sub-Agreement or Sub-Provider Additional
            Service Order will be concluded with PASSL pursuant to this Clause 3
            to the extent that the corresponding Service Provision Agreement
            includes or Additional Service Order gives effect to a variation
            entitling the Sub-Provider to refuse to execute the Sub-Provider
            Service Provision Order or Sub-Provider Additional Service Order (as
            applicable) pursuant to this Clause 3.1.4.

      3.1.5 In the event that the Sub-Provider is entitled to refuse to execute
            a Sub-Provider Service Provision Order or Sub-Provider Additional
            Service Order in respect of any proposed Service Provision Agreement
            or Additional Service Order (as applicable) and does so refuse, the
            parties shall negotiate in good faith and use all reasonable
            endeavours to address the cause of such valid refusal such that the
            Sub-Provider is no longer entitled to refuse to execute such
            Sub-Provider Service Provision Order or Additional Service Order (as
            applicable).

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      3.1.6 PASSL shall use reasonable endeavours to ensure that (insofar as is
            reasonably necessary in order to ensure that a Service Provision
            Agreement does not have a material adverse impact on the
            Sub-Provider and unless the Sub-Provider agrees otherwise in writing
            (such agreement not to be unreasonably withheld or delayed))
            relevant Buying Organisations enter into Service Provision
            Agreements in their own right (and not acting as an agent for any
            other body) solely for their own internal implementation and use of
            the Zanzibar System for internal business purposes in relation to
            their core operational functions (and such implementation or use
            does not, directly or indirectly, including by reason of the
            operation of shared systems or processes, cause another Buying
            Organisation to have the benefit of the Zanzibar System).

      3.1.7 Prior to the entering into of a Service Provision Agreement with a
            Buying Organisation, PASSL shall consult and agree with the
            Sub-Provider, to the extent reasonably requested by the
            Sub-Provider, on the relevant Service Provision Charges (as defined
            in the Service Provision Agreement) to be paid by the relevant
            Buying Organisation to the extent that such Service Provision
            Charges relate to the Sub-Provider Services and are not in
            accordance with Schedule 4 to the Prime Agreement.

      3.1.8 PASSL shall not vary or make any changes to the Service Provision
            Agreements or Supplier Agreements (each as set out in the Prime
            Agreement), insofar as such changes would have a material adverse
            impact on the Sub-Provider, without the prior written consent of the
            Sub-Provider (such consent not to be unreasonably withheld or
            delayed)).

      3.1.9 The Sub-Provider shall (where applicable) provide reasonable
            assistance to PASSL in collecting the Zanzibar Revenue payable under
            the Service Provision Agreements or (if applicable) the Supplier
            Agreements.

3.2   OPERATION AND MAINTENANCE OF ZANZIBAR SYSTEM

      3.2.1 The Sub-Provider shall perform the Sub-Provider Services:

            (i)   to meet or exceed any Service Levels applicable to the
                  relevant Stage from the relevant Stage Commencement Date;

            (ii)  in accordance with the Standards of Service applicable to that
                  Stage from the applicable Stage Commencement Date and

            (iii) in accordance with Good Industry Practice from the
                  Commencement Date.

3.3   FAILURE TO PERFORM

      3.3.1 If, following Acceptance of Stage 1 or any subsequent Stage under
            the Prime Agreement, the Sub-Provider fails to provide any
            Sub-Provider Service applicable to that Stage subject to Clause
            3.3.2 (Excusing Cause) and Clause 20 (Force Majeure) then, without
            prejudice to PASSL's other remedies under this Agreement, the
            Sub-Provider shall:

            (i)   investigate the underlying causes of the failure to provide
                  the Sub-Provider Service or meet the Service Levels, and (i)
                  preserve any data indicating the cause of the service problem,
                  (ii) notify PASSL as soon as reasonably practicable of the
                  failure and any steps taken to resolve the failure and (iii)
                  on written notice from PASSL at the Sub-Provider's own
                  expense, either remedy its breach or default or (where
                  appropriate) re-perform such non-conforming Sub-Provider
                  Service within the time specified in the notice (and PASSL
                  shall use all reasonable endeavours to ensure that such time
                  is reasonable having regard to the

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                  Sub-Provider Service which is to be remedied and the extent of
                  remedy necessary provided that such time must allow PASSL a
                  reasonable time to incorporate such remedy into any wider
                  remedy to be provided to OGCbuying.solutions and to meet any
                  timescale for remedy applicable to PASSL pursuant to the Prime
                  Agreement) or, (in the event that the Sub-Provider is unable
                  to remedy such breach or default or (where appropriate)
                  re-perform such non-conforming Sub-Provider Service within
                  such time) and PASSL, acting reasonably, so agrees, comply
                  with its obligation in Clause 3.4.1;

            (ii)  take whatever action as is reasonably necessary to minimise
                  the impact of the failure to provide the Sub-Provider Service
                  or meet the Service Level and reduce the probability of it
                  recurring; and

            (iii) advise PASSL, as and to the extent reasonably requested by
                  PASSL, of the status of remedial efforts being undertaken with
                  respect to the underlying cause of the failure to provide the
                  Sub-Provider Service or meet the Service Levels.

      3.3.2 To the extent that any failure to provide a Sub-Provider Service
            under this Agreement or any other default or delay by the
            Sub-Provider in performing any obligation under this Agreement
            arises as a direct result of an Excusing Cause, then provided that
            the Sub-Provider (i) notifies PASSL promptly on becoming aware of
            such Excusing Cause and (ii) uses reasonable endeavours to mitigate
            against the effect of such Excusing Cause, then:

            (i)   the Sub-Provider shall have no liability in respect of such
                  failure, default or delay;

            (ii)  the timescale for performance of any affected obligation by
                  the Sub-Provider shall be automatically extended by a
                  reasonable period to take account of such Excusing Cause
                  (which period shall be no less than a period equivalent to any
                  delay constituting such Excusing Cause);

            (iii) the Sub-Provider shall not be required to take any action
                  which will incur material additional cost in respect of such
                  failure unless and until such action is agreed through the
                  Change Control Procedure; and

            (iv)  the remedies set out in Clauses 3.4.5 and 3.5 or any other
                  remedy in respect of Sub-Provider failure, default or delay
                  shall not be available to PASSL in respect of such failure,
                  default or delay.

3.4   REMEDIES FOR BREACHES OF SERVICE OBLIGATION

      3.4.1 If the Sub-Provider fails within the time specified in any notice
            given under Clause 3.3.1(i) to remedy the relevant breach or default
            or (where appropriate) to re-perform the relevant non-conforming
            Sub-Provider Service directly resulting from its breach or default
            within the time specified in the notice and PASSL, acting
            reasonably, so agrees, then the Sub-Provider shall, within the time
            specified in that notice, provide a Sub-Provider Rectification
            Proposal including all such information as is required by PASSL to
            enable PASSL to produce a Rectification Proposal and provide such
            Rectification Proposal to OGCbuying.solutions.

      3.4.2 Under the Prime Agreement, OGCbuying.solutions is obliged to notify
            PASSL as to whether it accepts any Rectification Proposal within 5
            Business Days of the receipt of such Rectification Proposal and,
            promptly following receipt of such notification, PASSL shall notify
            the Sub-Provider as to whether it accepts any Sub-Provider
            Rectification Proposal which constitutes or forms part of

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            such Rectification Proposal. PASSL shall notify the Sub-Provider as
            to whether it accepts any other Sub-Provider Rectification Proposal
            within 5 Business Days of the receipt of such Sub-Provider
            Rectification Proposal. If OGCbuying.solutions does not accept any
            Rectification Proposal including a Sub-Provider Rectification
            Proposal, then the parties shall, acting reasonably and in good
            faith, agree an amended Sub-Provider Rectification Proposal
            acceptable to PASSL and OGCbuying.solutions. If PASSL does not
            accept any other Sub-Provider Rectification Proposal, then the
            parties shall, acting reasonably in good faith, agree an amended
            Sub-Provider Rectification Proposal acceptable to both parties (such
            acceptance not to be unreasonably withheld or delayed).

      3.4.3 If the parties fail to agree a Sub-Provider Rectification Proposal
            pursuant to Clause 3.4.2 within 5 Business Days (or such lesser
            period as PASSL reasonably requires in order to meet any timetable
            for agreement of a Rectification Proposal under the Prime Agreement)
            then the parties shall refer the matter for determination in
            accordance with the Dispute Resolution Procedure.

      3.4.4 Following agreement or determination of the Sub-Provider
            Rectification Proposal under Clause 3.4.2 or Clause 3.4.3 (as
            applicable), the Sub-Provider shall implement the Sub-Provider
            Rectification Proposal to the standard and within the time period
            set out in that Sub-Provider Rectification Proposal.

      3.4.5 If:

            (i)   the Sub-Provider fails within the time specified in the notice
                  given under Clause 3.3.1(i) either to comply with the
                  requirement under Clause 3.3.1(i) or to provide a Sub-Provider
                  Rectification Proposal under Clause 3.4.1; or

            (ii)  the Sub-Provider fails to implement any Sub-Provider
                  Rectification Proposal agreed or determined under Clause 3.4.2
                  or Clause 3.4.3 (as applicable) in accordance with the terms
                  of such Sub-Provider Rectification Proposal;

            then without prejudice to PASSL's other remedies under this
            Agreement, (i) PASSL and/or OGCbuying.solutions may remedy any
            breach or default or (where appropriate) re-perform any
            non-conforming Sub-Provider Service itself or have them remedied or
            (where appropriate) re-performed by a third party on its behalf, and
            in either case the Sub-Provider must pay the reasonable costs
            (including payments to third parties) so incurred by PASSL or
            OGCbuying.solutions; or (ii) PASSL may treat such failure as a
            material breach and terminate this Agreement in accordance with
            Clause 14.3 and claim any remedy available to it in connection with
            this Agreement or at law including, where available, the right to
            recover damages (subject, for the avoidance of doubt, to Clause 10).

      3.4.6 If the parties acting reasonably fail to agree a Sub-Provider
            Rectification Proposal in accordance with Clause 3.4.2 within 3
            Business Days or if OGCbuying.solutions does not agree to a
            Rectification Proposal of which the Sub-Provider Rectification
            Proposal forms part in each case in circumstances where the breach
            or default has not been rectified and has caused a Critical Service
            Level Default Event then, without prejudice to PASSL's other
            remedies under this Agreement, PASSL or OGCbuying.solutions may
            remedy any breach or default or (where appropriate) re-perform any
            non-conforming Sub-Provider Service itself or have them remedied or
            (where appropriate) re-performed by a third party on its behalf, and
            in either case the Sub-Provider must pay the reasonable costs
            (including payments to third parties) so incurred by PASSL or
            OGCbuying.solutions unless agreed or determined otherwise pursuant
            to Clause 3.4.3.

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3.5   PERFORMANCE INCENTIVES

      3.5.1 If the Sub-Provider fails to perform the Sub-Provider Services in
            accordance with the Service Levels under this Agreement and/or the
            Service Provision Sub-Agreements then PASSL shall be entitled to
            recover from the Sub-Provider, in respect of each affected Service
            Provision Sub-Agreement, a Performance Incentive in respect of the
            period during which the Sub-Provider failed to perform the relevant
            Sub-Provider Service in accordance with the Service Levels under
            that Service Provision Sub-Agreement and solely in the event that
            Performance Incentives are payable under the terms of the relevant
            Service Provision Sub-Agreements or the Revenue Sharing Agreement.
            Without prejudice to the provisions regarding Performance Incentives
            included within the Revenue Sharing Agreement, all such Performance
            Incentives shall be deducted from the Sub-Provider's Revenue Share
            in accordance with the provisions of the Revenue Sharing Agreement
            or recovered as a debt from the Sub-Provider.

      3.5.2 The parties acknowledge that the Performance Incentives payable by
            the Sub-Provider pursuant to the Service Provision Sub-Agreements do
            not exceed a genuine pre-estimate of the loss which PASSL expects to
            suffer as a result of the Sub-Provider failing to perform the
            relevant Sub-Provider Services in accordance with the Service
            Levels..

      3.5.3 Performance Incentives may be recovered by PASSL in accordance with
            the Revenue Sharing Agreement.

      3.5.4 Performance Incentives shall be the sole and exclusive remedy of
            PASSL and shall be in full and final settlement in respect of the
            relevant failure in providing the Sub-Provider Services in
            accordance with that Service Level in each case unless and until
            that failure amounts to a Critical Service Level Default Event under
            the terms of this Agreement or the relevant Service Provision
            Sub-Agreement (provided that for the avoidance of doubt nothing in
            this Clause 3.5 shall restrict PASSL's remedies in respect of any
            other breach of this Agreement by the Sub-Provider).

3.6   OPERATIONAL STAFF

      3.6.1 The Sub-Provider shall keep employed, or contracted, for the
            duration of the term of this Agreement staff who:

            (i)   are competent to undertake the Sub-Provider Services;

            (ii)  shall be reasonably available to perform the Sub-Provider
                  Services as required under this Agreement; and

            (iii) possess the appropriate skills and experience for the tasks
                  assigned to them.

      3.6.2 The Sub-Provider shall and shall procure that employees, agents and
            sub-contractors of the Sub-Provider and its Affiliates shall use
            commercially available measures in accordance with Good Industry
            Practice to prevent the introduction of a Virus into the Zanzibar
            System, PASSL Systems, OGCbuying.solutions System or Buying
            Organisation Systems when providing the Sub-Provider Services or
            maintaining the Zanzibar System.

3.7   EURO CHANGES

      3.7.1 The Sub-Provider shall ensure that the Sub-Provider Services and the
            Sub-Provider Systems incorporated within the Zanzibar System:

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            (i)   (subject to Clause 4.5) comply with all legal requirements
                  applicable to the euro, including, but without limitation, the
                  rules on conversion and rounding set out in the EC Regulations
                  numbers 1103/97 and 974/98;

            (ii)  are capable of displaying and printing, and will incorporate
                  in all relevant screen layouts and all codes adopted in
                  relation to the euro; and

            (iii) are capable of performing all relevant functions set out in
                  the applicable Specification both for sterling and for the
                  euro.

3.8   RACIAL AND OTHER DISCRIMINATION

      3.8.1 The Sub-Provider shall not unlawfully discriminate against
            individuals within the meaning and scope of the provisions of the
            Race Relations Act 1976 (as amended from time to time) or any other
            applicable legislation relating to discrimination in employment.

      3.8.2 The Sub-Provider shall take all reasonable steps to ensure the
            observance of the provisions of Clause 3.8.1 by all servants,
            employees, agents and consultants of the Sub-Provider and all the
            Sub-Provider's sub-contractors.

3.9   CORRUPT GIFTS AND PAYMENTS OF COMMISSION

      3.9.1 The Sub-Provider shall neither:

            (i)   offer or give or agree to give any person in Her Majesty's
                  Service any gift or consideration of any kind as an inducement
                  or reward for doing or forbearing to do or for having done or
                  forborne to do any act in relation to the obtaining or
                  performance of this Agreement, the Prime Agreement, a Service
                  Provision Agreement or a Service Provision Sub-Agreement or
                  any other agreement for Her Majesty's Service or for showing
                  or forbearing to show favour or disfavour to any person in
                  relation to this Agreement, the Prime Agreement or any other
                  contract for Her Majesty's Service; nor

            (ii)  enter into this Agreement or a Service Provision Sub-Agreement
                  or allow PASSL to enter into the Prime Agreement or a Service
                  Provision Agreement if, in connection with it, commission has
                  been paid or agreed to be paid to any employee of
                  OGCbuying.solutions by the Sub-Provider or on the
                  Sub-Provider's behalf or to the Sub-Provider's knowledge,
                  unless before the date of the Prime Agreement particulars of
                  any such commission and of the terms and conditions of any
                  agreement for the payment thereof have been disclosed in
                  writing to PASSL for disclosure to OGCbuying.solutions.

      3.9.2 In the event of any breach of this Clause 3.9 by the Sub-Provider or
            by anyone employed by the Sub-Provider or acting on the
            Sub-Provider's behalf (whether with or without the knowledge of the
            Sub-Provider) or the commission of any offence by the Sub-Provider
            or by anyone employed by the Sub-Provider or acting on behalf of the
            Sub-Provider under the Prevention of Corruption Acts 1889 to 1916 in
            relation to this or any other contract with Her Majesty's Service,
            PASSL shall be entitled:

            (i)   to treat the breach as a material breach and terminate this
                  Agreement in accordance with Clause 14.3.1 (Termination for
                  Material Breach); and/or

            (ii)  to recover from the Sub-Provider the amount or value of any
                  such gift, consideration or commission; and/or

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            (iii) subject to the restrictions in this Agreement, to recover from
                  the Sub-Provider any other loss sustained in consequence of
                  any breach of this condition, whether or not this Agreement
                  has been terminated.

      3.9.3  Any dispute, difference or question arising in respect of the
             interpretation of this Clause 3.9, the right of PASSL to terminate
             this Agreement or the amount or value of any such gift,
             consideration or commission shall be decided by PASSL to reflect
             any corresponding decision by OGCbuying.solutions, whose decision
             shall be final and conclusive.

3.10  CONTINGENCY PLANS

      3.10.1 As from the Service Commencement Date, the Sub-Provider shall
             ensure that the Contingency Plans comply at all times with the
             provisions of Schedule 6. The Sub-Provider shall provide a copy of
             such Contingency Plans to PASSL on or prior to the date of this
             Agreement (unless PASSL agrees otherwise in writing). PASSL
             acknowledges and agrees that the Contingency Plans themselves are
             established documents in use with customers of the Sub-Provider
             and/or its sub-contractors other than Subscribing Buying
             Organisations and that, consequently, the Sub-Provider shall be
             entitled to update such Contingency Plans in its sole discretion
             provided that they are maintained in accordance with Schedule 6 and
             subject to Clause 3.10.2.

      3.10.2 The Sub-Provider shall maintain the Contingency Plans on an ongoing
             basis to ensure that at all times they reflect Good Industry
             Practice in the light of the requirements of the Zanzibar System
             and that they are amended as appropriate to reflect the nature of
             the Sub-Provider Services from time to time. The Sub-Provider shall
             consult with PASSL in the ongoing development of the Contingency
             Plans and shall take into account the reasonable requests of PASSL
             in making amendments to such plans. The Sub-Provider shall promptly
             provide notice to PASSL of any amendments to the Contingency Plans
             made during the term of this Agreement, giving all such details as
             are reasonably requested by PASSL. Any changes which are agreed to
             be made to the Contingency Plans or to Schedule 6, as a result of
             requests by OGCbuying.solutions, shall be made pursuant to the
             Change Control Procedure.

      3.10.3 The Sub-Provider shall test the Contingency Plans to ensure their
             effectiveness on an annual basis (free of charge) or when PASSL
             acting reasonably requests such a test on the basis that there has
             been a material change to the operational circumstances or business
             requirements of either party and such request is agreed via the
             Change Control Procedure. The Sub-Provider shall promptly provide
             notice to PASSL of the results of any such testing, giving all such
             details as are reasonably requested and shall promptly rectify any
             failures and re-test the Contingency Plans in the event that the
             testing provided for in this Clause 3.10.3 does not demonstrate the
             effectiveness of the Contingency Plans and shall repeat such
             rectification and re-testing until such time as the effectiveness
             of the Contingency Plans is ensured.

      3.10.4 The Sub-Provider shall have no liability to PASSL,
             OGCbuying.solutions or any Subscribing Buying Organisation for any
             failure to meet the Service Levels which occurs in respect of any
             Sub-Provider Service in the period between the occurrence of an
             event giving rise to the requirement to implement the Contingency
             Plans and the time at which the Sub-Provider has completed the
             implementation of the Contingency Plans in respect of such event
             provided that the Sub-Provider shall not have the benefit of this
             Clause to the extent that it does not implement the Contingency
             Plans in accordance with, and within the timescales required by,
             this Agreement.

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      3.10.5 Unless PASSL agrees otherwise, the Sub-Provider shall ensure that
             no third party receives preferential treatment ahead of PASSL and
             OGCbuying.solutions as a result of the Contingency Plans.

      3.10.6 The Sub-Provider shall enter into a contract for the provision of
             disaster recovery services in relation to the Zanzibar System with
             a service provider reasonably acceptable to PASSL within 30 days of
             the date of this Agreement (or by such other date as the parties
             may agree in writing) and shall maintain such disaster recovery
             contract (or such other disaster recovery arrangements as the
             parties agree in writing) for the duration of this Agreement. The
             Sub-Provider shall procure that the disaster recovery arrangements
             set out in such disaster recovery contract shall at all times be
             sufficient to enable PASSL to meet its obligations as set out in
             Schedule 6 to the Prime Agreement including by ensuring that the
             appropriate representatives of PASSL and OGCbuying.solutions are
             assigned as "agents" of the Sub-Provider on the relevant disaster
             recovery provider's authorised contact list so that PASSL is able
             to invoke the relevant disaster recovery arrangements in the event
             of the occurrence of a disaster (following, to the extent
             practicable, consultation with the Sub-Provider) and so that PASSL
             and OGCbuying.solutions are able to monitor the testing of such
             disaster recovery arrangements from the relevant disaster recovery
             site. The Sub-Provider shall provide a copy of such disaster
             recovery contract to demonstrate its compliance with the provisions
             of this Clause 3.10.6. PASSL confirms that, at the date of this
             Agreement and for the purposes of this Clause 3.10.6, Hewlett
             Packard Company is a disaster recovery service provider reasonably
             acceptable to PASSL.

      3.10.7 In the event the Sub-Provider fails to take out or maintain such
             disaster recovery arrangements as are required pursuant to Clause
             3.10.6, PASSL may itself provide or arrange such disaster recovery
             arrangements and may charge the cost of disaster recovery
             arrangements to the Sub-Provider either by way of deduction from
             the Sub-Provider's Revenue Share or by recovering the same as a
             debt due to PASSL from the Sub-Provider.

      3.10.8 Without limitation to Clause 3.10.1, the Sub-Provider shall, in the
             event of an emergency resulting in PASSL being unable to offer the
             helpdesk services forming part of the Prime Services from either
             its main or its back-up site for the provision of such Prime
             Services, make any helpdesk which it operates available for
             reasonable use by PASSL as part of the Prime Services on a
             short-term emergency basis provided that nothing in this Clause
             3.10.2 shall require the Sub-Provider to allocate additional
             resources in providing such support.

3.11  FINANCIAL REPORTING

      3.11.1 As from the Commencement Date the Sub-Provider shall provide such
             financial reporting as will enable PASSL to meet its obligations in
             Schedule 17 to the Prime Agreement insofar as they relate to the
             Sub-Provider or Sub-Provider Services or information and shall
             otherwise comply at all times with the provisions of Schedule 17 to
             the Prime Agreement (Financial Reporting) insofar as they relate to
             the Sub-Provider or Sub-Provider Services or information.

      3.11.2 Breach of this Clause 3.11 shall be a material breach by the
             Sub-Provider for the purposes of Clause 14.3 (provided that it is
             acknowledged that such material breach shall be capable of remedy
             by the Sub-Provider).

3.12  STEP-IN

      3.12.1 Notwithstanding any other provision of this Agreement:

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            (i)   if OGCbuying.solutions is entitled to terminate the Prime
                  Agreement, in whole or in part, for breach on the part of
                  PASSL in connection with the Services subject to Step-in; or

            (ii)  if PASSL is providing the Services subject to Step-in in such
                  a manner that a material element of such services is subject
                  to a continuing material degradation and PASSL (not having the
                  benefit of any release from liability under the terms of the
                  Prime Agreement) has failed to rectify the breach within
                  twenty (20) Business Days of receipt of notice to do so by
                  OGCbuying.solutions;

             then provided that (a) OGCbuying.solutions has complied with the
             provisions of Clause 3.12 of the Prime Agreement; (b) that it and
             the Subscribing Buying Organisations have made all payments that
             are due under the Prime Agreement and the Service Provision
             Agreements and are not subject to a genuine, bona fide dispute; (c)
             that Acceptance of the Stage to which the Services subject to
             Step-in relate has occurred; and (d) that PASSL does not have the
             benefit of any agreed Start-up Period; the Sub-Provider
             acknowledges and agrees that OGCbuying.solutions shall be entitled
             to exercise the right of step-in to the Services subject to Step-in
             including any Sub-Provider Services forming part of such Services
             subject to Step-in.

      3.12.2 OGCbuying.solutions is obliged to notify PASSL of its intention to
             exercise rights of step-in under the Prime Agreement, which notice
             is to specify in reasonable detail:

             (i)   the basis on which OGCbuying.solutions is entitled to
                   exercise its rights of step-in;

             (ii)  the affected Services subject to Step-in; and

             (iii) how it proposes to remedy the affected Services subject to
                   Step-in.

      3.12.3 PASSL shall promptly provide a copy or summary of the notice
             referred to in clause 3.12.2 to the Sub-Provider to the extent that
             OGCbuying.solutions proposed exercise of step-in rights relates to
             Sub-Provider Services. As soon as practicable following any request
             from PASSL and prior to any meeting between PASSL and
             OGCbuying.solutions regarding the exercise of step-in rights, the
             Sub-Provider shall provide all such information (regarding
             Sub-Provider Services forming part of the Services subject to
             Step-in and/or any breach or Sub-Provider Service provided by the
             Sub-Provider which has given rise to the right of step-in for
             OGCbuying.solutions) as may be requested by PASSL to enable PASSL's
             Contract Manager to discuss the potential exercise of
             OGCbuying.solutions' rights with OGCbuying.solutions.

      3.12.4 After five Business Days from the date OGCbuying.solutions notifies
             PASSL under the Prime Agreement, if OGCbuying.solutions is not
             satisfied with the outcome of the discussions (if any) contemplated
             by Clause 3.12.3 then the Sub-Provider acknowledges and agrees that
             OGCbuying.solutions may exercise its rights of step-in to the
             Services subject to Step-in under the Prime Agreement including any
             Sub-Provider Services forming part of such Services subject to
             Step-in. In exercising such rights of step-in, the Sub-Provider
             acknowledges and agrees that OGCbuying.solutions may itself
             provide, or may engage a third party to provide, the affected
             Services subject to Step-in or any part thereof including any
             Sub-Provider Services forming part of such Services subject to
             Step-in. Subject to Clause 3.3.2 and Clause 3.12.8, the exercise of
             OGCbuying.solutions' rights of step-in shall not prejudice any
             other rights of PASSL or the Sub-Provider under this Agreement.

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      3.12.5 The Sub-Provider shall co-operate fully with, and provide all
             reasonable assistance to OGCbuying.solutions and any third party
             engaged by OGCbuying.solutions to enable the provision of the
             affected Services subject to Step-in. The Sub-Provider's assistance
             shall include:

             (i)   allowing OGCbuying.solutions or the third party reasonable
                   control over the management of relevant employees of the
                   Sub-Provider and its sub-contractors exclusively in respect
                   of the performance of the affected Services subject to
                   Step-in;

             (ii)  allowing OGCbuying.solutions or the third party reasonable
                   access to the Sub-Provider's premises and equipment as needed
                   to provide the Services subject to Step-in, including
                   granting OGCbuying.solutions or a third party any reasonably
                   necessary licences to enable it to use and maintain that
                   element of any Sub-Provider Systems which is the subject of
                   the Services subject to Step-in;

             (iii) allowing OGCbuying.solutions or the third party reasonable
                   access to such management records and systems which relate to
                   the affected Services subject to Step-in as is reasonably
                   necessary to enable the performance of the same; and

             (iv)  if requested by PASSL or OGCbuying.solutions, providing to
                   OGCbuying.solutions for provision to the third party, notice
                   confirming that OGCbuying.solutions is exercising its rights
                   in compliance with the terms of the Prime Agreement.

      3.12.6 If OGCbuying.solutions exercises its rights under Clause 3.12 of
             the Prime Agreement, PASSL shall use reasonable endeavours to
             ensure that:

             (i)   OGCbuying.solutions shall procure that any third party
                   appointed by it may not have any access to any premises,
                   information, persons or materials pursuant to Clause 3.12.5
                   (iii) unless it has first entered into an appropriate and
                   reasonable confidentiality undertaking and undertakes to
                   abide by such security and health and safety requirements as
                   the Sub-Provider may reasonably require;

             (ii)  OGCbuying.solutions shall permit the Sub-Provider to resume
                   performance of any Sub-Provider Services forming part of the
                   Services subject to Step-in once OGCbuying.solutions is
                   satisfied on reasonable grounds that PASSL will be able to
                   resume performance of the Services subject to Step-in in
                   accordance with the Prime Agreement after which
                   OGCbuying.solutions shall cease to exercise any rights
                   pursuant to the corresponding Clause in the Prime Agreement
                   and, where possible, shall itself and shall procure that,
                   where reasonably practicable, the third party returns to
                   PASSL any documentation or information obtained pursuant to
                   this Clause 3.12 (and PASSL shall promptly return to the
                   Sub-Provider any such documentation or information so
                   returned by OGCbuying.solutions which is so obtained from the
                   Sub-Provider); and

             (iii) no information relating to the Sub-Provider or its business
                   disclosed to or obtained by OGCbuying.solutions as a result
                   of the exercise of such rights shall be used by
                   OGCbuying.solutions for any other purpose than the provision
                   of the Services subject to Step-in under this Agreement on an
                   interim basis.

      3.12.7 Without prejudice to any remedial action plan agreed between PASSL
             and OGCbuying.solutions (which plan shall be subject to the consent
             of the Sub-Provider (such consent not to be unreasonably withheld
             or delayed) to the extent it relates to any Sub-Provider Service),
             in the event that any Sub-Provider Service forming part of a
             Service subject to Step-in is the subject of the

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              exercise of step-in rights as contemplated by to this Clause 3.12
              for a period of 60 days then, unless the parties agree otherwise
              in writing, either party shall be entitled to terminate this
              Agreement with respect to that Sub-Provider Service.

      3.12.8  Without prejudice to Clause 3.3.2, the Sub-Provider shall have no
              liability in respect of any failure to meet the Service Levels for
              a part of the Sub-Provider Services which occurs during any period
              in which OGCbuying.solutions is exercising step-in rights as
              contemplated by this Clause 3.12 in respect of that part of the
              Sub-Provider Services.

      3.12.9  Nothing in this Clause 3.12 shall require the Sub-Provider to
              disclose to OGCbuying.solutions, or to any third party acting on
              OGCbuying.solutions behalf, any information relating to other
              customers of the Sub-Provider.

      3.12.10 In the event that OGCbuying.solutions has the right to step-in to
              the Services subject to Step-in pursuant to the Prime Agreement,
              then the Sub-Provider acknowledges and agrees that PASSL and any
              third party engaged by PASSL may step-in to any Sub-Provider
              Services forming part of the Services subject to Step-in and all
              rights of OGCbuying.solutions contemplated by this Clause 3.12
              shall apply for the benefit of PASSL and/or such third party
              engaged by PASSL provided that PASSL shall comply with the
              obligations set out in Clause 3.12.6 in respect of such step-in as
              if it were OGCbuying.solutions and the Sub-Provider shall have the
              benefit of provisions corresponding to Clauses 3.12.2, 3.12.3,
              3.12.7 and 3.12.8 in the Prime Agreement construed so as to
              reflect the fact that it is PASSL stepping-in to the provision of
              the relevant Sub-Provider Service and any remedial plan shall be
              as agreed between PASSL and the Sub-Provider.

3.13  GUARANTEE

      3.13.1  The Sub-Provider acknowledges that PACSL is obliged to enter into
              the Guarantee with OGCbuying.solutions on the Commencement Date.
              For the avoidance of doubt, all the provisions of this Agreement
              shall apply for the benefit of PACSL to the extent that the
              Guarantee is or may be called on by OGCbuying.solutions.

      3.13.2  The Sub-Provider shall procure that the Sub-Provider Guarantor
              enters into the Sub-Provider Guarantee with PASSL on the
              Commencement Date. For the avoidance of doubt, breach of this
              Clause 3.13.2 by the Sub-Provider shall be a material breach of
              this Agreement.

4     METHOD OF PERFORMANCE

4.1   RESOURCES

      During the term of this Agreement, the Sub-Provider shall:

      4.1.1   maintain the organisational and technical ability and capacity to
              provide the Sub-Provider Services in accordance with this
              Agreement; and

      4.1.2   (without prejudice to Clause 4.4A.1) promptly notify PASSL in
              writing of:

              (i) the nature and extent of any services provided or to be
                  provided under either new contracts made with third parties or
                  existing contracts of the Sub-Provider which in either case
                  but without limitation, may be for the use of systems,
                  hardware, software, communications links or other
                  infrastructure shared with the Sub-Provider Systems or the
                  Zanzibar System and which, in either case, would or may affect
                  the performance of any Sub-Provider Systems and/or the
                  Sub-Provider's ability to perform the Sub-Provider Services in

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                  accordance with this Agreement (including the Sub-Provider's
                  ability to meet the Service Levels);

            (ii)  any other matter which would or may affect the performance of
                  any Sub-Provider Systems and/or the Sub-Provider's ability to
                  perform the Sub-Provider Services in accordance with this
                  Agreement and/or PASSL's ability to perform the Prime Services
                  under the Prime Agreement and otherwise comply with the terms
                  of the Prime Agreement;

            and shall use all reasonable endeavours to address reasonable
            concerns of PASSL arising as a result of the matters referred to in
            such notice. For the avoidance of doubt, PASSL acknowledges and
            agrees that, in meeting its obligations under this Clause 4.1.2, the
            Sub-Provider shall not be obliged to disclose commercially sensitive
            or confidential information regarding the identity of its customers
            or its pricing of services provided to such customers.

      4.1.3 (subject to the provisions of this Agreement and the Service
            Provision Sub-Agreements) have complete responsibility for the
            sourcing and provision of:

            (i)   the hardware and software and any other equipment;

            (ii)  the personnel; and

            (iii) the Third Party Contracts,

            which are required for the provision of the Sub-Provider Services
            and, subject to the provisions of this Agreement including Clause
            1.1A), the Sub-Provider shall have complete operational,
            maintenance, management, legal, financial and administrative
            responsibility for such hardware, software, equipment, personnel and
            contracts which are provided or operated by or on behalf of the
            Sub-Provider for the provision of the Sub-Provider Services.

4.2   SECURITY

      The Sub-Provider undertakes, on its own behalf and on behalf of its
      employees, agents and sub-contractors, to comply with the security
      requirements and data security safeguards contained in Schedule 2 to this
      Agreement and Schedule 24 to the Prime Agreement.

4.3   OPERATIONS MANUAL

      4.3.1 CONTENT OF MANUAL

            The Operations Manual will at all times during the term of this
            Agreement be in accordance with the principles set out in Schedule 9
            to the Prime Agreement in relation to the procedures the
            Sub-Provider will use to perform its obligations under this
            Agreement. The Sub-Provider shall conduct the Sub-Provider Services
            in accordance with the procedures and processes set out in Schedule
            9 to the Prime Agreement to the extent relevant to the Sub-Provider
            Services or the performance of the Sub-Provider's other obligations
            under this Agreement.

4.4   TECHNOLOGY REFRESHMENT

      4.4.1 Without limiting any of its other obligations under this Agreement,
            the Sub-Provider shall, to the extent reasonable to do so in
            accordance with Good Industry Practice and its obligations to comply
            with the other provisions of this Agreement (and subject, in
            particular, to any requirements as to compatibility set out in
            Schedule 2), keep the resources (including the hardware, software
            and personnel) used in providing the Sub-Provider Systems forming
            part of the Zanzibar System and

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             Sub-Provider Services to PASSL, OGCbuying.solutions, Subscribing
             Buying Organisations and the Suppliers (the "TECHNICAL RESOURCES")
             at a technological level that meets or exceeds that made generally
             available to the Sub-Provider and its sub-contractors' customers.

      4.4.2  The Sub-Provider shall notify PASSL of any technological
             advancement of which it becomes aware that could reasonably be
             expected to have a favourable impact on the Sub-Provider Services
             or the Prime Services and the parties shall discuss and agree
             whether to implement that technological advancement as part of the
             Sub-Provider's obligations under Clause 4.4.1 or through the Change
             Control Procedure.

      4.4.3  Without limiting Clause 4.4.1, the Sub-Provider shall:

             (i)   ensure that its staff remain knowledgeable of developments
                   and advancements in information technology and methods of
                   delivering services of the type of those provided under this
                   Agreement;

             (ii)  ensure that the hardware used or incorporated from time to
                   time within the Sub-Provider Systems forming part of the
                   Zanzibar System for the purposes of or in connection with the
                   performance of the Sub-Provider Services and/or the Prime
                   Services is at any given time capable of executing (at a
                   reasonable standard of usability) the versions of the
                   Sub-Provider Software and Third Party Software (and any other
                   software forming part of the Zanzibar System) which are used
                   or installed upon it and satisfies any minimum system
                   requirements for such software.

      4.4.4  For the avoidance of doubt, the Sub-Provider shall be responsible
             for meeting the costs of compliance with this Clause 4.4 unless
             PASSL has agreed otherwise in writing.

4.4A  SUBSTITUTION OF SUB-PROVIDER SYSTEM OR ZANZIBAR SYSTEM COMPONENT

      4.4A.1 The Sub-Provider shall not make any material changes to the
             systems, hardware, software, communications links or other
             components underlying the Sub-Provider Systems without the prior
             written consent of PASSL (not to be unreasonably withheld or
             delayed).

      4.4A.2 Nothing in this Agreement shall prevent PASSL, without prejudice to
             any other right or remedy it may have under this Agreement or
             otherwise, from replacing any component of the Zanzibar System
             (including any hardware, software or communications links and any
             such components of the Sub-Provider Systems) with a different
             component or modifying any such component provided that, where such
             component relates to the Sub-Provider Systems, such replacement is
             necessary, in the reasonable opinion of PASSL, as a result of:

             (i)   a Stage failing to meet Acceptance under the terms of the
                   Prime Agreement;

             (ii)  a breach of the Prime Agreement or any Service Provision
                   Agreement;

             (iii)  a Critical Service Level Default Event; or

             (iv)   a material adverse impact on Zanzibar Revenue;;

             or where such replacement is agreed between the parties (such
             agreement not to be unreasonably withheld or delayed). Where
             practicable, having regard to any applicable remedial periods under
             the Prime Agreement (including, in relation to Acceptance, the Long
             Stop Date), PASSL shall give the Sub-Provider a reasonable
             opportunity to remedy any default giving rise to such right to

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              substitute a component prior to exercising such right to
              substitute a component. Without prejudice to its obligations in
              Clause 1.1A or 4.4A.5, the Sub-Provider shall co-operate in and
              facilitate the replacement of any components pursuant to this
              Clause 4.4A.2.

      4.4A.3  For the avoidance of doubt, the replacement of a component in
              accordance with Clause 4.4A.2 will result in a pro rata reduction
              in the Sub-Provider's Revenue Share so as to reflect such
              component replacement (and no further recovery of the
              Sub-Provider's costs associated with such replaced component).

      4.4.A.4 In the event that any component of the Zanzibar System is
              replaced in accordance with Clause 4.4A.2 or is finally rejected
              by OGCbuying.solutions under the terms of the Prime Agreement
              having failed to achieve Acceptance, then, without prejudice to
              the provisions of the Revenue Share Agreement, the Sub-Provider
              shall promptly refund any payments of Revenue Share which relate
              to such component to the extent necessary to enable PASSL to
              refund such payments to the relevant Subscribing Buying
              Organisations in accordance with the Service Provision Agreement.
              If such substitution or rejection occurs after Acceptance of Stage
              1 under the Prime Agreement, then any such refund shall be reduced
              on a pro rata basis in order to reflect the time that the relevant
              Subscribing Buying Organisation has had the benefit of the
              Zanzibar System including such substituted or rejected component
              as compared to the initial five-year term of the relevant Service
              Provision Agreement.

      4.4A.5  Pursuant to Schedule 2 and the Draft Exit Plan, the Sub-Provider
              may be required by PASSL to provide exit assistance in relation to
              a component replaced in accordance with this Clause 4.4.A. Such
              assistance shall not relieve the Sub-Provider of its obligations
              in respect of exit following any additional component replacement
              in accordance with this Agreement or any termination of this
              Agreement or the Prime Agreement.

4.5   COMPLIANCE WITH REGULATIONS AND CHANGE IN LAW

      4.5.1   The Sub-Provider shall (subject to Clauses 4.5.2 to 4.5.7) ensure
              that the provision of the Sub-Provider Services and the
              Sub-Provider Systems shall comply, with all applicable laws and
              regulations in force from time to time in relation to the
              provision of the Sub-Provider Services.

      4.5.2

              (i)   Each party shall as soon as reasonably practicable give
                    notice to the other on becoming aware of (a) a forthcoming
                    Change in Law or (b) of the occurrence of the Change in Law,
                    which is likely to impact the Zanzibar System the
                    Sub-Provider Systems or the Sub-Provider Services; and

              (ii)  the parties shall meet within 2 Business Days of the notice
                    referred to in Clause 4.5.2(i) to consult and seek to agree
                    the effect of the Change in Law on the Sub-Provider Systems
                    and the Sub-Provider Services so as to enable PASSL to agree
                    such effect with OGCbuying.solutions. If OGCbuying.solutions
                    and PASSL are not able to agree on the occurrence or the
                    effect of the Change in Law, then the Sub-Provider shall
                    participate in and provide all assistance reasonably
                    required in connection with any reference to the Prime
                    Agreement Dispute Resolution Procedure. If PASSL and the
                    Sub-Provider are not able to agree on the occurrence or
                    effect of a Change in Law then the matter shall be referred
                    to the Dispute Resolution Procedure.

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      4.5.3 The Sub-Provider shall (without prejudice to Clause 4.5.5) ensure
            that the Sub-Provider Services and the Sub-Provider Systems comply
            with the Law following a General Change in Law (apart from a
            Specific Change in Law) and shall use reasonable endeavours to
            ensure that the Sub-Provider Services and the Sub-Provider Systems
            comply with the Law following any Specific Change in Law.

      4.5.4 Subject to Clause 4.5.5, any amendment to the Sub-Provider Services
            or the Sub-Provider Systems required as a result of a Specific
            Change of Law shall be subject to the Change Control Procedure.

      4.5.5 The Sub-Provider shall not reject a request for a Change which is
            required in order to conform to a Specific Change in Law which would
            (if the proposed change were not implemented) put PASSL,
            OGCbuying.solutions or any Subscribing Buying Organisation in breach
            of Law during the term of the Prime Agreement provided such Change
            is technically feasible and subject to agreement on any adjustment
            of the Charges under Clause 4.5.6.

      4.5.6 If, as a result of a Specific Change in Law or a General Change in
            Law the costs of which are not to be met by the Sub-Provider
            pursuant to Clause 4.5.7, the Sub-Provider's costs in complying with
            its obligations under this Agreement or any Service Provision
            Agreement are increased, the Sub-Provider's charges shall be
            adjusted to take account of such increase by agreement between the
            parties in accordance with the Change Control Procedure provided
            that such increase shall be no greater than a fair and reasonable
            amount so as to share the additional costs between:

            (i)   OGCbuying.solutions and the Subscribing Buying Organisations
                  and

            (ii)  such other customers of the Sub-Provider and the
                  Sub-Provider's sub-contractors who also benefit from the
                  relevant amendment to the Sub-Provider Services or the
                  Sub-Provider Systems (or their underlying components).

      4.5.7 The Sub-Provider shall bear all costs relating to any amendment to
            the Sub-Provider Services or the Sub-Provider Systems resulting from
            a General Change in Law unless (subject to Clause 4.5.6):

            (i)   at the date of this Agreement the Sub-Provider was not aware
                  that such General Change in Law was forthcoming and a supplier
                  of services similar to the Sub-Provider Services acting in
                  accordance with Good Industry Practice would not have been so
                  aware; and

            (ii)  the cost of such amendment is greater than twenty five
                  thousand pounds ((pound)25,000) or would cause the aggregate
                  costs of all such amendments borne by the Sub-Provider and its
                  sub-contractors during the term of this Agreement to be
                  greater than fifty thousand pounds ((pound)50,000).

      4.5.8 Each party, without prejudice to its general obligation to comply
            with the terms of this Agreement shall:

            (i)   use reasonable endeavours to mitigate the adverse effects of
                  any Change in Law and to take all reasonable steps to minimise
                  any increase in costs arising from such Change in Law; and

            (ii)  use reasonable endeavours to take advantage of any positive or
                  beneficial effects of any Change in Law and to take all
                  reasonable steps to maximise any reduction in costs arising
                  from such Change in Law.

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      4.5.9 Upon written request made by any competent regulatory authority to
            the Sub-Provider, to PASSL or to OGCbuying.solutions or by
            OGCbuying.solutions to PASSL or the Sub- Provider on behalf of a
            competent regulatory authority, the Sub-Provider shall:

            (i)   make available to the requesting entity any and all relevant
                  information relating to the Sub-Provider's or any of its
                  sub-contractors' compliance with applicable laws and
                  regulations in respect of this Agreement or the Zanzibar
                  System; and

            (ii)  if requested and where applicable, allow the requesting entity
                  to visit the Central Site (if applicable) or the premises of
                  the Sub-Provider (to the extent set out in Clause 7) for the
                  purposes of observing the Sub-Provider's or any of its
                  sub-contractors' compliance with those laws and regulations in
                  performing Sub-Provider Services under this Agreement. For the
                  avoidance of doubt, the Sub-Provider shall not be required to
                  meet the travel and subsistence expenses of such requesting
                  entity in conducting such visit.

4.6   ADVERTISING

      4.6.1 The Sub-Provider shall not permit any advertisements (including, for
            the avoidance of doubt, pop-up advertisements) to be published on
            the Zanzibar System, or displayed to any user of the Zanzibar
            System, unless PASSL has given its express written consent.

4.7   USE OF ZANZIBAR SYSTEM

      4.7.1 Not used.

      4.7.2 The Parties acknowledge and agree that:

            (i)   the Hardware, communications links and Software forming and/or
                  underlying the Sub-Provider Systems are not dedicated to the
                  provision of Services pursuant to this Agreement; and

            (ii)  nothing in this Agreement shall prevent or restrict the
                  Sub-Provider from providing services or systems to its
                  customers in the ordinary course of its business provided
                  that, in providing such services or systems, the Sub-Provider
                  shall ensure that it is in compliance with its obligations
                  under this Agreement in Clause 2.7.2 and 2.7.3 and in respect
                  of the Zanzibar System, PASSL Systems, PASSL Marks, PASSL
                  Confidential Information,, OGCbuying.solutions Marks, the
                  OGCbuying.solutions System, the OGCbuying.solutions Website,
                  other OGCbuying.solutions Material, Transaction Data,
                  Management Information and Transferred Deliverables.

      4.7.3 The Sub-Provider may use the Zanzibar System for the provision of
            demonstrations to Buying Organisations which have expressed interest
            in subscribing to the Zanzibar System only with the consent of
            PASSL, which consent may be conditional on PASSL attending such
            demonstration (but may not otherwise be unreasonably withheld or
            delayed).

4.8   SUPPORT AND TRAINING

      4.8.1 The Sub-Provider shall comply with its obligations in respect of
            support and training as are set out in Schedule 2.

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5       PAYMENT

5.1     PAYMENT STRUCTURE

        5.1.1   The parties shall comply with their obligations set out in the
                Revenue Sharing Agreement.

        5.1.2   The Sub-Provider shall maintain its rates and prices in
                accordance with Schedule 4 to the Prime Agreement and the
                Revenue Sharing Agreement for the duration of this Agreement and
                shall otherwise comply with the provisions of Schedule 4 to the
                Prime Agreement insofar as they relate to the Sub-Provider
                Services as if the Sub-Provider was PASSL and PASSL was
                OGCbuying.solutions.

        5.1.3   The Sub-Provider shall provide the Sub-Provider Services listed
                in Schedule 4 to the Prime Agreement as part of the Prime
                Services (such that PASSL is able to perform such Prime Services
                on the basis set out in Schedule 4), where required to do so
                pursuant to this Agreement, a Service Provision Sub-Agreement or
                the Revenue Share Agreement and in consideration of the Revenue
                Share.

5.2     SET-OFF

        Any monies due from the Sub-Provider in accordance with this Agreement
        may be recovered either by way of deduction from the Sub-Provider's
        Revenue Share or as a debt due to PASSL from the Sub-Provider

5.3     INTEREST ON OVERDUE AMOUNTS

        Without prejudice to the provisions of the Revenue Sharing Agreement, a
        party (the "DEBTOR") shall at the request of the other party pay
        interest at a rate of 4% per annum above the base rate from time to time
        of Barclays Bank on all money due to that other party under this
        Agreement and unpaid, calculated on the amount outstanding from the due
        date up to (and including) the date of full payment, provided that the
        party to whom the money is due has given the Debtor notice in writing of
        the late payment and the Debtor has failed to make payment within 15
        days of the date of receipt by the Debtor of such notice.

5.4     VAT

        All sums payable under this Agreement (if any) shall be exclusive of
        VAT, if any. If VAT is chargeable on any supply under this Agreement,
        the recipient shall pay any VAT on that supply on receipt of a valid VAT
        invoice.

6       CONSIDERATION

        The Sub-Provider shall undertake all obligations under this Agreement in
        consideration of the execution, by PASSL, of the Revenue Sharing
        Agreement.

7       RECORDS AND RIGHTS OF INSPECTION

7.1     RETENTION OF RECORDS

        7.1.1   Not used.

        7.1.2   The Sub-Provider shall install and maintain suitable procedures
                and processes to allow accurate records to be taken of the
                Sub-Provider's performance ("SERVICE RECORDS"). The Sub-Provider
                shall provide PASSL with such documentation and other
                information as it is required to provide pursuant to Clause
                8.3.1 and Schedule 2 or as may be reasonably requested by PASSL
                from time to

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                time in order to verify that the Sub-Provider's performance of
                the Sub-Provider Services complies with this Agreement including
                the Service Levels.

7.2     RIGHTS OF INSPECTION

        Upon reasonable advance written notice by PASSL and subject to Clause
        7.4, the Sub-Provider shall provide to the internal and external
        auditors of PASSL and OGCbuying.solutions (collectively, the
        "OGCBUYING.SOLUTIONS AUDITORS"):

        7.2.1   not used;

        7.2.2   access at a reasonable time during normal business hours to:

                (i)     the Central Site (if applicable) or the premises of the
                        Sub-Provider at which the Sub-Provider is performing
                        Sub-Provider Services; and

                (ii)    the Service Records and supporting documentation,
                        relevant to the Sub-Provider Services and maintained by
                        the Sub-Provider under Clause 7.1.2, which may be
                        reasonably requested by OGCbuying.solutions' Auditors at
                        the place where such records are customarily maintained
                        at the Sub-Provider's principal place of business or
                        elsewhere as appropriate;

                to the extent reasonably required by PASSL or
                OGCbuying.solutions for the purpose of (i) validating that the
                Sub-Provider Services are provided in accordance with the terms
                of this Agreement; and (ii) determining whether the Zanzibar
                System and the Prime Services comply with applicable laws and
                regulations and the other requirements of PASSL under the Prime
                Agreement and the Sub-Provider under this Agreement.

7.3     NOT USED.

7.4     REQUIREMENTS OF PASSL

        7.4.1   PASSL shall use reasonable endeavours to procure that
                OGCbuying.solutions shall procure that all OGCbuying.solutions
                Auditors undertake to keep the confidential information of the
                Sub-Provider confidential prior to commencing audit or
                inspection pursuant to this Clause 7.

        7.4.2   PASSL shall use reasonable endeavours to procure that
                OGCbuying.solutions shall provide the Sub-Provider with a
                reasonable time period to complete the requests of the auditors
                and examiners pursuant to this Clause 7.

        7.4.3   PASSL shall provide the Sub-Provider with a copy of the results
                from any audit conducted pursuant to this Clause 7 upon the
                Sub-Provider's request and where (where applicable)
                OGCbuying.solutions has made a copy of such results available to
                PASSL under the terms of the Prime Agreement.

        7.4.4   PASSL shall use reasonable endeavours to ensure that any
                OGCbuying.solutions Auditor causes the minimum amount of
                disruption and disturbance to the business of the Sub-Provider
                in conducting any audit pursuant to this Agreement.

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8       CONTRACT MANAGEMENT

8.1     CONTRACT MANAGERS

        8.1.1   GENERAL

                The principal point of contact between PASSL and the
                Sub-Provider will be the person designated by the Sub-Provider
                as the Sub-Provider's Contract Manager and the person designated
                by PASSL as PASSL's Contract Manager. The Sub-Provider's
                Contract Manager and PASSL's Contract Manager as at the
                Commencement Date are identified in Schedule 2.

        8.1.2   VARIATION OF CONTRACT MANAGER

                Either party may replace its Contract Manager at any time by
                written notice to the other party, provided that if either party
                needs to replace its Contract Manager at any time, it must,
                prior to engaging an individual to serve as its Contract
                Manager:

                (i)     ensure the individual has appropriate ability and
                        qualifications;

                (ii)    notify the other party of its intention to appoint that
                        individual;

                (iii)   introduce the individual to appropriate representatives
                        of the other party;

                (iv)    provide the other party with a curriculum vitae and any
                        other information about the individual reasonably
                        requested by the other party; and

                (v)     in good faith take into consideration the comments of
                        that other party.

        8.1.3   AUTHORITY OF CONTRACT MANAGERS

                A party shall make available an authorised delegate where its
                Contract Manager is unavailable to perform his or her
                obligations under this Agreement. Neither party is bound by any
                authorisation, representations, requests or statements unless
                they are made in writing and are signed by that party's Contract
                Manager.

8.2     KEY PERSONNEL

        8.2.1   Schedule 2 contains a list of the Key Personnel whom the
                Sub-Provider proposes to use to perform its obligations under
                this Agreement. The Sub-Provider must use reasonable endeavours
                to retain those people to provide the Sub-Provider Services
                during the term of this Agreement (or such lesser period as is
                set out in Schedule 2).

        8.2.2   The Sub-Provider shall advise PASSL if any of the people
                specified in Schedule 2 cease to be available to work in the
                provision of the Sub-Provider Services under this Agreement.
                With that notification shall be details of the proposed
                replacement for the Key Personnel, who shall be a person of
                appropriate ability, experience and qualifications and who on
                appointment shall be deemed to be a Key Personnel for the
                purposes of this Clause 8.2. If at any time PASSL or
                OGCbuying.solutions reasonably and in good faith objects to the
                appointment of any of the Key Personnel, the Sub-Provider shall
                consult with PASSL and (if required by PASSL)
                OGCbuying.solutions and in good faith consider the objection.

        8.2.3   If:

                (i)     PASSL determines, acting reasonably, that the
                        Sub-Provider's employees (including the Key Personnel)
                        detrimentally affect the Sub-Provider Services or Prime
                        Services, are not

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                        conducive to the proper performance of the Sub-Provider
                        Services or Prime Services or are disruptive to PASSL or
                        OGCbuying.solutions' business; or

                (ii)    any employees (including the Key Personnel) of the
                        Sub-Provider are reasonably suspected by PASSL or
                        OGCbuying.solutions of any criminal activity, including
                        but not limited to fraud or theft,

                PASSL may request that the Sub-Provider not use such employee in
                connection with the provision of the Sub-Provider Services or
                the performance of obligations under this Agreement and replace
                that person with a qualified individual. Upon such request the
                Sub-Provider shall promptly investigate the cause of PASSL or
                OGCbuying.solutions' complaint, in good faith, and if found to
                be valid, will not use that person in connection with the
                provision of the Sub-Provider Services or the performance of its
                obligations and shall replace that person within a reasonable
                time period of PASSL's request. Nothing in this Clause 8.2
                requires the Sub-Provider to terminate the employment of any
                employee.

8.3     PERFORMANCE MONITORING AND REPORTING

        8.3.1   MONTHLY REPORTS

                (i)     The Sub-Provider shall no later than five (5) Business
                        Days after the end of each Month provide PASSL with:

                        (a)     such documentation and other information as
                                PASSL requires to comply with its reporting
                                obligations in connection with Schedules 10 and
                                17 to the Prime Agreement; and

                        (b)     such documentation and other information as may
                                be agreed between the parties from time to time
                                to enable PASSL to monitor the Sub-Provider's
                                performance of the Sub-Provider Services and
                                issues arising in connection with the provision
                                of the Sub- Provider Services.

                        (c)     such other information and documentation
                                relating to the Sub-Provider and/or the
                                Sub-Provider Services as PASSL may reasonably
                                require.

        8.3.2   MANAGEMENT MEETINGS

                (i)     The Sub-Provider's Contract Manager or the relevant
                        delegate shall attend each of the Prime Agreement
                        Management Meetings or other meetings between
                        OGCbuying.solutions and PASSL in respect of which their
                        attendance is required by either PASSL or
                        OGCbuying.solutions.

                (ii)    The Sub-Provider's Contract Manager and the PASSL
                        Contract Manager or their respective delegates shall
                        attend each of the Sub-Framework Management Meetings and
                        shall meet as often as may reasonably be requested by
                        PASSL to review the performance of the parties under
                        this Agreement or to discuss any issues arising in
                        connection with this Agreement.

        8.3.3   OGCbuying.solutions and PASSL are due, under the terms of the
                Prime Agreement to procure that their respective contract
                managers and two of their senior representatives meet:

                        (a)     every month during the first six (6) months of
                                the Prime Agreement; and

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                        (b)     every quarter after the first six (6) months of
                                the Prime Agreement,

                or such other period as agreed between PASSL and
                OGCbuying.solutions (the "PRIME AGREEMENT MANAGEMENT MEETING").

        8.3.4   PASSL and the Sub-Provider shall each procure that their
                respective Contract Managers and Service Managers meet:

                (i)     every week during the first 3 months of this Agreement;
                        and

                (ii)    every Month after the first 3 months of this Agreement;

                or on such other periodic basis as agreed between PASSL and the
                Sub-Provider (the "SUB-FRAMEWORK MANAGEMENT MEETING").

        8.3.5   The Sub-Provider shall give PASSL at least:

                (i)     seven (7) Business Days' written notice of any matters
                        which it wants to have discussed at the next Prime
                        Agreement Management Meeting; and

                (ii)    at least five (5) Business Days' written notice of any
                        matters which it wants to have discussed at the next
                        Sub-Framework Management Meeting.

        8.3.6   MINUTES OF MEETINGS

                The Sub-Provider shall, unless otherwise agreed between the
                parties, prepare minutes of each of the meetings between the
                parties' Contract Managers pursuant to Clause 8.3.2(ii) and
                supply them to PASSL within five (5) Business Days of the
                meeting. Upon PASSL's acceptance of the minutes at the next
                meeting they shall constitute a true record of the decisions
                taken at a meeting.

8.4     CHANGE MANAGEMENT

        8.4.1   Where either party wishes to make a change to any aspect of a
                Sub-Provider Service or, without prejudice to the provisions of
                Clause 3.1, PASSL requires an additional service (a "CHANGE")
                then the provisions of Schedule 11 shall apply in respect of the
                Change. All Changes shall be made in accordance with the
                provisions of Schedule 11.

        8.4.2   For the avoidance of doubt, PASSL shall not agree any change to
                the Prime Agreement, pursuant to the Prime Agreement Change
                Control Procedure, to the extent that such change would affect
                the Sub-Provider's Revenue Share, without first agreeing such
                change with the Sub-Provider (such agreement not to be
                unreasonably withheld or delayed).

8.5     DISPUTE RESOLUTION

        8.5.1   Other than where expressly stated otherwise, all disputes or
                failures to agree arising out of or in relation to this
                Agreement (each a "DISPUTE") shall be resolved by reference to
                or application of the Dispute Resolution Procedure set out in
                Schedule 12 to the Prime Agreement construed as if references to
                "the Service Provider" were references to the Sub-Provider and
                references to OGCbuying.solutions were references to PASSL
                provided that the lead executives shall be:

                (i)     for PASSL, Paul Clayton; and

                (ii)    for the Sub-Provider, Gregory King;

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                or such other executive of at least equivalent seniority as a
                party may notify to the other party in writing from time to
                time.

        8.5.2   The Sub-Provider shall provide all such support as is reasonably
                requested by PASSL in relation to the Sub-Provider, the
                Sub-Provider Services or the performance of the Sub-Provider's
                obligations under this Agreement in order to enable PASSL to
                resolve disputes arising under the Prime Agreement or the
                Service Provision Agreements in accordance with the Prime
                Agreement Dispute Resolution Procedure and/or the dispute
                resolution procedure set out in clause 20 of the Standard SPA
                Terms and Conditions. The Sub-Provider shall participate in the
                Prime Agreement Dispute Resolution Procedure and/or the dispute
                resolution procedure set out in clause 20 of the Standard SPA
                Terms and Conditions to the extent requested to do so by PASSL
                and/or OGCbuying.solutions and/or a Subscribing Buying
                Organisation.

        8.5.3   Where, in PASSL's reasonable opinion, a Dispute relates to
                Revenue Share or involves one of more of the Other Material
                Sub-Providers then PASSL may refer such Dispute to the Dispute
                Resolution Procedure included in Schedule 3 to the Revenue
                Sharing Agreement in preference to that provided for in Clause
                8.5.1 above.

8.6     SATISFACTION REVIEWS AND COMPLAINT HANDLING

The Sub-Provider shall provide such co-operation and assistance as is reasonably
required by PASSL to enable PASSL to comply with its obligations contained in
Schedule 16 to the Prime Agreement and otherwise in respect of the Satisfaction
Review Plans and shall facilitate the implementation through the Prime Agreement
Change Control Procedure of continuous improvement programmes to the Zanzibar
System or services provided pursuant to the Service Provision Agreements which
are apparent from the outcome of the Satisfaction Reviews.

8.7     MARKETING

        Not Used.

8.8     MANAGEMENT INFORMATION

        8.8.1   The Sub-Provider shall comply with its obligations in respect of
                Management Information set out in Schedule 2 during the periods
                specified in Schedule 2 or (if no such period is so specified)
                from the date of Acceptance of the Stage to which such
                obligations relate.

        8.8.2   The parties acknowledge and agree that, as between the parties
                and OGCbuying.solutions, OGCbuying.solutions shall own all
                rights in the Management Information and the Sub-Provider is
                granted rights to use the Management Information solely to the
                extent that PASSL is able to grant such rights and for the
                purposes of enabling PASSL to fulfil its obligations under the
                Service Provision Agreements and Supplier Agreements.

        8.8.3   The Sub-Provider understands and agrees that OGCbuying.solutions
                may organise such Management Information into formats of its
                choosing (for example, as sector spend reports) and that
                OGCbuying.solutions does and shall have complete ownership of
                any such aggregated data product. The Sub-Provider assigns to
                PASSL (so that PASSL may assign to OGCbuying.solutions) all of
                its right, title and interest in any Management Information and
                the aggregated data product both as exist now and as may arise
                in the future. The Sub-Provider shall upon demand by PASSL
                execute such documents as PASSL or OGCbuying.solutions may
                reasonably provide solely to confirm or give effect to the
                assignments contained within this Clause 8.8.3, and shall
                provide such assistance to PASSL or OGCbuying.solutions (at the
                expense of OGCbuying.solutions) as PASSL

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                may reasonably require in order to defend, assert or protect
                OGCbuying.solutions' interests in any of the rights, title and
                interest assigned to PASSL pursuant to this Clause 8.8.3 for
                assignment to OGCbuying.solutions under the Prime Agreement. For
                the avoidance of doubt the Sub-Provider shall not market, sell
                or otherwise make available any Management Information or such
                aggregated data to any third parties without the prior written
                consent of PASSL.

9       WARRANTIES AND INDEMNITIES

9.1     GENERAL WARRANTIES

        The Sub-Provider warrants, undertakes and represents to PASSL that:

        (i)     the Sub-Provider Services will be performed in a timely and
                professional manner and in accordance with Good Industry
                Practice by personnel who are suitably qualified and experienced
                to perform those services;

        (ii)    it will (subject to Clause 4.5) perform the Sub-Provider
                Services in accordance with all applicable laws and regulations;

        (iii)   it is duly constituted, organised and validly existing under the
                laws of the country of its incorporation;

        (iv)    it has the legal right and full power and authority to execute
                and deliver, and to exercise its rights and perform its
                obligations under, this Agreement and all the documents which
                are to be executed by it as envisaged by this Agreement;

        (v)     all corporate action required by it to authorise the execution
                and delivery of, and to exercise its rights and perform its
                obligations under this Agreement and all other documents which
                are to be executed by it as envisaged by this Agreement has been
                or will be taken; and

        (vi)    nothing contained in this Agreement will:

                (a)     result in a breach of any provision of its
                        constitutional documents; or

                (b)     result in a breach of any agreement, licence or other
                        instrument, order, judgment or decree of any Court,
                        governmental agency or regulatory body to which it is
                        bound; and

        (vii)   none of the Sub-Provider Systems, any other materials provided
                by or on behalf of the Sub-Provider or its sub-contractors, or
                any part of the Sub-Provider Systems (whether that part be the
                Hardware, the Software, (subject to Clause 9.3.2) the Third
                Party Software, the Sub-Provider Software, or any of them)
                infringes nor will the use of the same by PASSL,
                OGCbuying.solutions, Suppliers, Subscribing Buying Organisations
                or Other Material Sub-Contractors or its or their Affiliates and
                agents as contemplated by this Agreement cause any such party to
                infringe any third party's Intellectual Property Rights.

9.2     ZANZIBAR SYSTEM WARRANTIES

        9.2.1   The Sub-Provider warrants, undertakes and represents to PASSL
                that:

                (i)     the Sub-Provider Systems forming part of each Stage will
                        and will when combined with the other elements of that
                        Stage cause that Stage to comply in all material
                        respects with the Specification applicable to that Stage
                        for a period of ninety (90) days from Acceptance of that
                        Stage ("Warranty Period");

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                (ii)    without limiting any of the foregoing warranties, the
                        Sub-Provider Systems and every component of them shall
                        process dates and date-related information correctly and
                        without limitation shall distinguish properly between
                        leap years and non-leap years (and the Sub-Provider
                        Systems will, when combined with the other elements of
                        the Zanzibar System, not cause PASSL to be in breach of
                        the equivalent warranty which it gives in respect of the
                        Zanzibar System in the Prime Agreement);

                (iii)   the Sub-Provider Systems will comply with all applicable
                        laws and regulations (including, in particular, the
                        provisions of the Electronic Commerce (EC Directive)
                        Regulations 2002) in force at the date of this Agreement
                        (and the Sub-Provider Systems will, when combined with
                        the other elements of the Zanzibar System, not cause
                        PASSL to be in breach of the equivalent warranty which
                        it gives in respect of the Zanzibar System in the Prime
                        Agreement); and

                (iv)    so far as the Sub-Provider is aware no portion of the
                        Zanzibar System shall, at the date of the applicable
                        Acceptance contain any "back door", "time bomb", "Trojan
                        Horse", "worm", "drop dead device", "virus" or other
                        computer software routine intended or designed to:

                        (a)     permit access or use of the Zanzibar System by a
                                third person other than as authorised by
                                OGCbuying.solutions or Buying Organisations or
                                as envisaged under this Agreement or any Service
                                Provision Sub-Agreement; or

                        (b)     disable, damage or erase, or disrupt or impair
                                the normal operation of, the Zanzibar System,
                                the PASSL Systems, the Buying Organisation
                                Systems, or any other software or data on
                                OGCbuying.solutions' System,

                (collectively referred to as "VIRUSES") and the Sub-Provider
                shall use commercially available measures in accordance with
                Good Industry Practice to prevent the introduction of such
                Viruses into the Zanzibar System. The Sub-Provider's awareness
                shall be measured for the purposes of this Clause 9.2.1(iv) by
                reference to the Sub-Provider's actual knowledge at the date of
                the applicable Acceptance under the Prime Agreement and to what
                the Sub-Provider ought to have known had it used commercially
                available measures in accordance with Good Industry Practice to
                test for the presence of such Viruses at the time of delivery of
                the relevant Stage to OGCbuying.solutions.

        9.2.2   Except for the Sub-Provider's warranties expressly set forth in
                this Agreement, the Sub-Provider does not make any other express
                or implied warranties or representations whether regarding the
                performance, functionality or content of the Sub-Provider
                Systems, the Sub-Provider Services or otherwise howsoever,
                including implied warranties of satisfactory quality, accuracy
                and fitness for a particular purpose in relation to the
                Sub-Provider Systems, the Sub-Provider Services, its or their
                use, or the results of its or their use and the Sub-Provider
                disclaims any warranty that the Sub-Provider Systems will be
                available uninterrupted or free of minor errors.

9.3     INTELLECTUAL PROPERTY INFRINGEMENTS

        9.3.1   The Sub-Provider indemnifies and will keep indemnified PASSL and
                its Affiliates from and against any and all Losses, they suffer
                or incur arising out of or otherwise in connection with any
                action or claim by a third party (being a party other than PASSL
                or the Sub-Provider) against PASSL or its Affiliates,
                OGCbuying.solutions, a Buying Organisation or a Supplier
                alleging that:

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                (i)     receipt of the Sub- Provider Services in accordance with
                        this Agreement or the Service Provision Sub-Agreements
                        or receipt of any Prime Services which correspond to
                        Sub-Provider Services in accordance with the Prime
                        Agreement, the Service Provision Agreements or the
                        Supplier Agreements; or

                (ii)    the possession or use in accordance with this Agreement,
                        the Prime Agreement, the Service Provision Agreements or
                        the Supplier Agreements, of the Sub-Provider Systems,
                        any other materials provided by or on behalf of the
                        Sub-Provider or its sub-contractors, or any part of the
                        Sub-Provider Systems (whether that part be the Hardware,
                        the Software, (subject to Clause 9.3.2) the Third Party
                        Software, the Sub-Provider Software, or any of them)
                        ("SUB-PROVIDER MATERIALS");

                infringes the rights (including Intellectual Property Rights) of
                that or any other person.

        9.3.2   The Sub-Provider shall not be required to provide any indemnity
                under clause 9.3.1 in respect of any receipt, possession and/or
                use of Open Source Software as part of the Sub-Provider Services
                or the Sub-Provider Systems to the extent that:

                (a)     the provision and/or incorporation into the Sub-Provider
                        Systems of that software or the incorporation or
                        recommendation to incorporate that software into the
                        Zanzibar System by the Sub-Provider or its
                        sub-contractors is reasonable in all the circumstances
                        and the Sub-Provider or its sub-contractors have taken
                        all measures that could reasonably be expected of a
                        prudent supplier of services similar to the Sub-Provider
                        Services, and in accordance with Good Industry Practice
                        to establish that the use of that software in the
                        development, operation or use of the Sub-Provider
                        Services or Zanzibar System will not infringe the
                        Intellectual Property Rights of any third party or grant
                        any third party rights in the Intellectual Property of
                        the Zanzibar System; or

                (b)     PASSL has provided notification in writing that
                        OGCbuying.solutions has consented in writing to the use
                        of the relevant Open Source Software (such consent not
                        to be unreasonably withheld or delayed).

        9.3.3   Without limiting Clause 9.3.1, where any action or claim by a
                third party (being a party other than PASSL or the Sub-Provider)
                causes PASSL, OGCbuying.solutions, any Subscribing Buying
                Organisation's or any Supplier's quiet enjoyment of the
                Sub-Provider Services or the Zanzibar System (where such claim
                relates to the Sub-Provider Systems or Sub-Provider Materials)
                or any part thereof to be disrupted or impaired, the
                Sub-Provider shall at its own expense and option:

                (i)     procure for the benefit of PASSL, OGCbuying.solutions,
                        the Subscribing Buying Organisations or the Supplier as
                        appropriate, the right to continue to use the
                        Sub-Provider Services and use and exploit the Zanzibar
                        System in accordance with their respective rights under
                        this Agreement, the Prime Agreement or the relevant
                        Service Provision Sub-Agreement, Service Provision
                        Agreement or Supplier Agreement; or

                (ii)    modify or replace the Sub-Provider Service or the
                        Sub-Provider Systems or Sub-Provider Materials forming
                        part of the Zanzibar System so that no further
                        infringement will occur, provided that the Zanzibar
                        System or Sub-Provider Service as so modified or
                        replaced continues to meet the requirements (including
                        the warranties) stated in this Agreement.

        9.3.4   If PASSL provides the Sub-Provider with any information,
                material, software or content (including the OGCbuying.solutions
                Marks) for use by the Sub-Provider in connection with the Sub

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                -Provider's provision of the Sub-Provider Services but not
                including the Zanzibar name ("PASSL MATERIAL") then PASSL shall
                ensure (or, notwithstanding the foregoing, where such PASSL
                Material originates from a third party including
                OGCbuying.solutions, use reasonable endeavours to ensure) that
                the provision or use of the PASSL Material for the purposes for
                which it was provided in connection with the provision of the
                Sub-Provider Service does not infringe the rights (including
                Intellectual Property Rights) of any third party. PASSL shall
                indemnify the Sub-Provider against all losses the Sub-Provider
                suffers or incurs arising out of or otherwise in connection with
                any action or claim by a third party (being a party other than
                PASSL or the Sub-Provider) alleging that any PASSL Material
                infringes the rights (including Intellectual Property Rights) of
                that or any other person.

        9.3.5   The indemnities in Clauses 9.3.1 and 9.3.4 do not apply to the
                extent that the relevant infringement or alleged infringement is
                or was caused by:

                (i)     the indemnified party ("INDEMNIFIED") failing to obtain
                        a licence or comply with the terms of any relevant
                        licence or provisions applying to the use of the
                        relevant rights where the Indemnified has agreed to
                        obtain or to comply with the terms of such licence or
                        provisions;

                (ii)    the Indemnified's unauthorised modification of the
                        relevant material;

                (iii)   the Indemnified's failure to use corrections or
                        enhancements made available by the indemnifying party
                        ("INDEMNIFIER") in accordance with this Agreement;

                (iv)    the Indemnified's use of the relevant material other
                        than as contemplated by this Agreement or authorised by
                        the Indemnifier;

                (v)     the Indemnified's use of the relevant material in
                        combination with any product or information not owned,
                        developed or installed by the Indemnifier (or in the
                        case where the Sub-Provider is the Indemnifier, its
                        sub-contractors, PASSL or the Other Material
                        Sub-Providers); or

                (vi)    the Indemnifier's use of any information, direction,
                        specification or material provided by or on behalf of
                        the Indemnified unless it can be shown that the
                        Indemnifier was negligent in such use.

10      LIABILITY

10.1    Subject to Clause 10.3 and Clause 10.4, neither party shall be liable to
        the other under this Agreement, any Service Provision Sub-Agreement or
        the Revenue Sharing Agreement for any:

        10.1.1  loss of profits; or

        10.1.2  loss of risk premium (including the risk premium referred to in
                the Revenue Sharing Agreement);

        10.1.3  loss of business; or

        10.1.4  loss of contracts; or

        10.1.5  loss of goodwill; or

        10.1.6  any indirect or consequential loss or damages howsoever arising,

        even if the other party has been advised of the possibility of such
        damages in advance.

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10.2    Subject to Clause 10.3 and Clause 10.4:

        10.2.1  (and subject further to Clause 10.2.2) the Sub-Provider's
                aggregate liability under this Agreement and the Revenue Sharing
                Agreement whether arising in contract, tort (including
                negligence), misrepresentation (other than fraudulent
                misrepresentation), breach of statutory duty or otherwise
                pursuant to this Agreement, shall be limited to five million
                pounds ((pound)5,000,000);

        10.2.2  the Sub-Provider's aggregate liability under or in connection
                with each Service Provision Sub-Agreement whether arising in
                contract, tort (including negligence), misrepresentation (other
                than fraudulent misrepresentation), breach of statutory duty or
                otherwise pursuant to the relevant Service Provision
                Sub-Agreement shall be limited to the greater of:

                (i)     (pound)50,000;

                (ii)    150% of the total Service Provision Charges paid or
                        payable by the relevant Subscribing Buying Organisation
                        under the relevant Service Provision Agreement in the
                        previous one-year period; and

                (iii)   150% of the total Service Provision Charges paid or
                        payable by the relevant Subscribing Buying Organisation
                        under the relevant Service Provision Agreement in the
                        current one-year period;

                and, for the avoidance of doubt, this Clause 10.2.2 and Clause
                10.2.1 shall constitute separate limits on the Sub-Provider's
                liability and no liability of the Sub-Provider under this
                Agreement (whether up to the limit set out in Clause 10.2.1 or
                otherwise) or under any other Service Provision Sub-Agreement
                (whether up to the limit set out in this Clause 10.2.2 or
                otherwise) shall cause the limit on the Sub-Provider's aggregate
                liability under or in connection with a particular Service
                Provision Sub-Agreement to be less than that provided for by
                this Clause 10.2.2; and

        10.2.3  PASSL's aggregate liability under this Agreement, any and all
                Service Provision Sub-Agreements and the Revenue Sharing
                Agreement whether arising in contract, tort (including
                negligence), misrepresentation (other than fraudulent
                misrepresentation), breach of statutory duty or otherwise
                pursuant to this Agreement or the Revenue Sharing Agreement,
                shall be limited to the Subscription Revenue, Risk Premium or
                Additional Risk Premium (each as defined in the Revenue Sharing
                Agreement) paid to the Sub-Provider as Revenue Share over the 12
                months preceding the default giving rise to the liability or one
                hundred thousand pounds ((pound)100,000) (whichever is the
                greater).

10.3    Nothing in this Agreement, any Service Provision Sub-Agreement or the
        Revenue Sharing Agreement shall be deemed to exclude or limit:

        10.3.1  either party's liability in respect of death or personal injury
                arising as a result of that party's negligence; or

        10.3.2  either party's liability in respect of breach of any obligations
                implied by Section 12 of the Sale of Goods Act 1979 or Section 2
                of the Supply of Goods and Services Act 1982; or

        10.3.3  either party's liability in respect of any liability arising
                under the indemnities contained in Clause 15 (HR Indemnity);

        10.3.4  the Sub-Provider's liability in respect of any liability arising
                under the indemnity in Clause 9.3.1 (Intellectual Property
                Infringements) where the relevant infringement giving rise to
                the liability:

                (i)     does not relate to Third Party Software; or

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                (ii)    relates (subject, for the avoidance of doubt, to Clause
                        9.3.2) to Third Party Software and the relevant provider
                        of such Third Party Software has accepted unlimited
                        liability to the Sub-Provider under the terms of its
                        licence agreement with the Sub-Provider; or

                (iii)   relates (subject, for the avoidance of doubt, to Clause
                        9.3.2) to Third Party Software and the Sub-Provider has
                        failed to use its reasonable endeavours, where a
                        supplier providing services similar to the Sub-Provider
                        Services and acting in accordance with Good Industry
                        Practice would do so, to ensure that the liability of
                        the relevant Third Party Software provider is unlimited.

        10.3.5  either party's liability in respect of fraud, wilful default,
                illegal or unlawful acts of that party;

        10.3.6  either party's liability to the extent that such limitation is
                not permitted by law.

10.4    The limitations in this Clause 10 shall not apply to PASSL's obligation
        to make payments in accordance with the Revenue Sharing Agreement.

10.5    For the avoidance of doubt, direct costs and expenses incurred by PASSL
        or OGCbuying.solutions (i) in respect of obtaining a replacement service
        provider on termination of this Agreement under Clause 14 by PASSL or of
        any Service Provision Sub-Agreement or the Prime Agreement as a result
        of the default of the Sub-Provider; or (ii) where PASSL or
        OGCbuying.solutions is entitled to appoint a third party to perform the
        Sub-Provider Services pursuant to Clause 3.4.5 or 3.4.6 shall not be
        excluded by operation of Clause 10.1.

10.6    Subject, for the avoidance of doubt, to Clauses 10.1 and 10.2, the
        Sub-Provider indemnifies and will keep indemnified PASSL and its
        Affiliates from and against:

        10.6.1  any and all Losses suffered or incurred by PASSL and/or its
                Affiliates in connection with any action or claim by a third
                party (being a party other than PASSL and the Sub-Provider)
                arising out of the Sub-Provider's act or omission in the
                provision of Sub-Provider Services or the performance of its
                obligations under or in connection with this Agreement, the
                Service Provision Sub-Agreements or any Supplier Agreement;

        10.6.2  any and all losses arising out of or otherwise in connection
                with the Prime Agreement, the Service Provision Agreements or
                the Supplier Agreements (whether arising in contract, tort,
                statutory duty or otherwise) and directly attributable to:

                (i)     damage caused to OGCbuying.solutions', a Subscribing
                        Buying Organisation's or Supplier's existing finance or
                        ERP system by the negligent acts or omissions of the
                        Sub-Provider or its employees, agents or
                        sub-contractors; or

                (ii)    the theft of credit card or other payment details from
                        OGCbuying.solutions, a Subscribing Buying Organisation
                        or a Supplier by the Sub-Provider or its employees,
                        agents or sub-contractors.

10.7    Each party shall be under a duty to use reasonable efforts to mitigate
        its loss even where it is covered by an indemnity under this Agreement
        provided that this shall not require the party suffering the loss to
        apply unreasonable additional resource or incur unreasonable additional
        expense.

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11      TITLE AND RISK IN HARDWARE

11.1    TITLE

        As between PASSL and the Sub-Provider, title in all Hardware installed
        or provided in the Sub-Provider Systems by the Sub-Provider prior to or
        during the term of this Agreement, either in accordance with the Change
        Control Procedure, the Sub-Provider Services, general maintenance of the
        Sub-Provider Systems (excluding PASSL Systems, OGCbuying.solutions
        System and Buying Organisation Systems), or otherwise will remain with
        the Sub-Provider.

11.2    RISK

        Risk of loss of any part of the Sub-Provider Systems, subject to Clause
        15, remains with the Sub-Provider at all times during the term of this
        Agreement.

12      OWNERSHIP AND LICENSING OF DELIVERABLES

12.1    OWNERSHIP

        12.1.1  Nothing in this Agreement shall affect the ownership by
                OGCbuying.solutions, PASSL or the Sub-Provider of each of their
                Intellectual Property Rights existing at the Commencement Date.
                Without limiting the foregoing, nothing in this Agreement will
                affect the Sub-Provider's ownership of the Intellectual Property
                Rights in the Sub-Provider Software.

        12.1.2  As between the parties and OGCbuying.solutions,
                OGCbuying.solutions shall own all the Intellectual Property
                Rights in the Transferred Deliverables, Management Information
                and Transaction Data and to the extent that the relevant
                Intellectual Property Rights would otherwise be owned by the
                Sub-Provider, its sub-contractors or its Affiliates, the
                Sub-Provider (in consideration of (pound)1) hereby assigns or in
                the case of its subcontractors shall procure an assignment all
                of its right, title and interest in and to such Intellectual
                Property Rights subsisting in the Transferred Deliverables,
                Management Information and Transaction Data (in existence now or
                as may arise in future) to PASSL (so that PASSL may assign the
                same to OGCbuying.solutions), and shall upon demand by PASSL
                execute such documents as PASSL or OGCbuying.solutions may
                reasonably provide solely to confirm or give effect to such
                assignment.

        12.1.3  Nothing in this Agreement shall be deemed to confer on the
                Sub-Provider or its Affiliates any rights in respect of any
                PASSL Systems, OGCbuying.solutions Systems, OGCbuying.solutions
                Website, PASSL Marks, OGCbuying.solutions Marks, Buying
                Organisation Systems, Management Information, Transaction Data,
                domain names or any other materials or works which are the
                property of PASSL, the Other Material Sub-Providers,
                OGCbuying.solutions or the Subscribing Buying Organisations
                other than those limited rights expressly set out in this
                Agreement.

12.2    LICENSING

        12.2.1  SUB-LICENCE TERMS FOR SUBSCRIBING BUYING ORGANISATIONS AND
                SUPPLIERS

                The Sub-Provider grants to PASSL such licence as will allow
                PASSL to sub-license Subscribing Buying Organisations and
                Suppliers (collectively "LICENSED USERS") on the terms set out
                respectively in the Service Provision Agreements and the
                Supplier Agreements.

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        12.2.2  LICENCE TERMS FOR PASSL, OGCBUYING.SOLUTIONS

                (i)     The Sub-Provider grants to PASSL (with the right to
                        sub-license OGCbuying.solutions on the same terms) a
                        royalty-free, non-exclusive non-transferable licence for
                        the term of this Agreement to use the Sub-Provider
                        Software and the Sub-Provider Systems in connection with
                        the provision by PASSL or OGCbuying.solutions of
                        services to Suppliers and Subscribing Buying
                        Organisations and/or OGCbuying.solutions and the receipt
                        of such services by the Suppliers and the Subscribing
                        Buying Organisations and/or OGCbuying.solutions.

                (ii)    the Sub-Provider hereby grants to, or shall procure the
                        grant to, PASSL (with the right to sub-license
                        OGCbuying.solutions on the same terms), upon the release
                        of a copy of any Source Code to PASSL or
                        OGCbuying.solutions in accordance with an Escrow
                        Agreement and this Agreement, or upon PASSL otherwise
                        becoming entitled to access and use the Source Code in
                        accordance with this Agreement, from the date of
                        termination of this Agreement by PASSL under Clause 14.2
                        or 14.3 and for the unexpired duration of the term of
                        the Prime Agreement or any extension to the Prime
                        Agreement, a non-exclusive, royalty-free,
                        non-transferable licence (including the right to
                        sub-license or further sub-license) to:

                        (a)     use and maintain that Source Code and the
                                Software to which that Source Code relates; and

                        (b)     permit its sub-contractors (subject to the
                                confidentiality restrictions set out in the
                                Escrow Agreement) to access, use and maintain
                                the relevant Source Code and the relevant
                                Software solely on behalf of PASSL or
                                OGCbuying.solutions.

                (iii)   The Source Code licence provided in Clause 12.2.2(ii)
                        shall be granted for the sole purpose of enabling PASSL
                        or OGCbuying.solutions to use the relevant Software in
                        accordance with the licence granted in this Clause 12.2
                        in order to provide (or have a third party provide) the
                        Prime Services to OGCbuying.solutions under the Prime
                        Agreement; Subscribing Buying Organisations under the
                        Service Provision Agreements and Suppliers under the
                        Supplier Agreements (including for the avoidance of
                        doubt Buying Organisations and suppliers which become
                        Subscribing Buying Organisations and Suppliers following
                        the date on which the Source Code licence provided in
                        Clause 12.2.2(ii) becomes effective in accordance with
                        Clause 12.2.2(ii)) and to grant the rights to enable
                        OGCbuying.solutions, the Subscribing Buying
                        Organisations and Suppliers to receive the benefit of
                        such Prime Services. The Sub-Provider agrees to ensure
                        that the licences in Clause 12.2.1 and Clause 12.2.2(i)
                        shall continue for the period of the licence in Clause
                        12.2.2(ii).

                (iv)    For the avoidance of doubt, nothing in this Agreement
                        shall confer on PASSL or OGCbuying.solutions the right
                        to either exploit any Source Code outside of the
                        provision of Prime Services to OGCbuying.solutions,
                        Subscribing Buying Organisations and Suppliers as
                        contemplated by the Prime Agreement or to transfer the
                        Source Code to a third party (other than a sub-licence
                        to OGCbuying.solutions and/or a sub-contractor in
                        accordance with Clause 12.2.2(ii)).

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12.3    SUB-PROVIDER TRAINING MATERIALS

        The Sub-Provider hereby grants to PASSL (with the right to sub-license
        OGCbuying.solutions on the same terms) a, non-exclusive, royalty-free,
        non-transferable licence to use the Sub-Provider Training Materials and
        (unless specifically stated otherwise in this Agreement) any other
        Deliverables (other than Transferred Deliverables) and/or other
        materials provided to PASSL or OGCbuying.solutions by or on behalf of
        the Sub-Provider in connection with this Agreement for the purposes of
        PASSL or OGCbuying.solutions' business from time to time in connection
        with the provision of Prime Services to OGCbuying.solutions, the
        Suppliers and Subscribing Buying Organisations including the right to
        maintain, modify and enhance the Sub-Provider Training Materials for
        those purposes and to authorise third parties to do so. The duration of
        the licence shall be for the term of this Agreement and for the duration
        of any licence granted in accordance with Clause 12.2.2(ii).

12.4    LICENCE OF OGCBUYING.SOLUTIONS SYSTEMS AND MANAGEMENT INFORMATION ETC

        12.4.1  OGCbuying.solutions has granted to PASSL a royalty-free,
                non-exclusive non-transferable licence for the term of this
                Agreement:

                (i)     to access and use the OGCbuying.solutions Systems to the
                        extent such access is provided by OGCbuying.solutions;
                        and

                (ii)    to use, copy, maintain and enhance the Management
                        Information and the Transaction Data or any other
                        materials or works which are the property of
                        OGCbuying.solutions and which are generated by the PASSL
                        or provided to PASSL by OGCbuying.solutions for the
                        purpose of providing the Prime Services;

                and PASSL will pass through the benefit of such licence strictly
                to the extent that it is authorised to do so by
                OGCbuying.solutions and strictly insofar as is necessary to
                enable the provision by the Sub-Provider of services to PASSL as
                contemplated by this Agreement and the Service Provision
                Sub-Agreements and the performance by the Sub-Provider of its
                obligations under this Agreement or in connection with PASSL's
                performance of its obligations under the Service Provision
                Agreements and the Supplier Agreements.

12.5    OWNERSHIP AND LICENCE OF OGCBUYING.SOLUTIONS MARKS AND SUB-PROVIDER
        MARKS

        12.5.1  Title to all Intellectual Property Rights in OGCbuying.solutions
                Marks vests in OGCbuying.solutions and its licensors. Title to
                all Intellectual Property Rights in PASSL Marks rests in PASSL
                and its licensors and the Sub-Provider shall obtain no interest
                in OGCbuying.solutions Marks or PASSL Marks other than the
                limited licence set out in Clause 12.5.3 in respect of
                OGCbuying.solutions Marks.

        12.5.2  Title to all Intellectual Property Rights in the Sub-Provider
                Marks vests in the Sub-Provider and its licensors, and PASSL
                shall obtain no interest in the Sub-Provider Marks.

        12.5.3  OGCbuying.solutions has granted to PASSL under the Prime
                Agreement a non-exclusive and non-transferable licence for the
                term of the Prime Agreement to use and copy (and to grant
                sub-licences to its sub-contractors to use and copy)
                OGCbuying.solutions Marks solely in connection with the
                provision of Prime Services under this Agreement in accordance
                with the licensing provisions set out in Schedule 18 to the
                Prime Agreement. PASSL shall pass through the benefit of such
                licence strictly to the extent that it is authorised to do so by
                OGCbuying.solutions and strictly insofar as is necessary to
                enable the Sub-Provider to provide the Sub-Provider Services as
                contemplated by this

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                Agreement. The Sub-Provider shall use OGCbuying.solutions Marks
                solely as permitted by Schedule 18 to the Prime Agreement and as
                agreed in writing by PASSL (such agreement not to be
                unreasonably withheld or delayed).

        12.5.4  PASSL may from time to time provide notice in writing to the
                Sub-Provider requiring the Sub-Provider to cease using the
                OGCbuying.solutions Marks where PASSL considers that the
                Sub-Provider's use of such OGCbuying.solutions Marks:

                (i)     is in breach of the terms of this Agreement or would or
                        may cause PASSL to be in breach of the terms of the
                        Prime Agreement;

                (ii)    would or may bring PASSL, OGCbuying.solutions or the
                        OGCbuying.solutions Marks into disrepute or otherwise
                        have an adverse effect on the reputation of PASSL,
                        OGCbuying.solutions or the OGCbuying.solutions Marks;

                (iii)   would or may have an adverse effect on the relationship
                        between PASSL and OGCbuying.solutions;

                and the Sub-Provider shall immediately comply with such
                requirement and shall delete the OGCbuying.solutions Marks from
                its existing materials and Sub-Provider Systems where PASSL so
                requires.

        12.5.5  The Sub-Provider hereby grants to PASSL a non-exclusive and
                non-transferable licence for the term of this Agreement to use
                and copy (and to grant sub-licences to its sub-contractors to
                use and copy) the Sub-Provider Marks in connection with the
                provision of Prime Services under the Prime Agreement, Service
                Provision Agreements and Supplier Agreements and the marketing
                and advertising of the Zanzibar System and/or Prime Services
                generally and amongst Buying Organisations and potential
                Suppliers.

12.6    ZANZIBAR NAME AND MARKETING OF THE ZANZIBAR SYSTEM

        12.6.1  Subject to Clause 12.6.2, the Sub-Provider shall not use the
                Zanzibar name, or names confusingly similar to the Zanzibar
                name, for purposes other than in connection with providing the
                Sub-Provider Services.

        12.6.2  The Sub-Provider may use the Zanzibar name as a reference and
                for the marketing of the Sub-Provider's track record in the
                ordinary course of its business only with the prior written
                consent of PASSL (such consent not to be unreasonably withheld
                or delayed). PASSL shall use all reasonable endeavours to ensure
                that OGCbuying.solutions shall provide its consent to a form of
                wording to be used by the Sub-Provider in such marketing of its
                track record and that such form of wording may thereafter be
                used by the Sub-Provider without the need for an additional
                consent to each instance of use.

        12.6.3  The parties acknowledge and agree that:

                (i)     neither PASSL nor OGCbuying.solutions at the date of
                        this Agreement owns any Intellectual Property Rights in
                        the Zanzibar name; and

                (ii)    PASSL shall not be liable for any Losses suffered by the
                        Sub-Provider in using the Zanzibar name.

        12.6.4  The Sub-Provider shall not promote and market the Zanzibar
                System (pursuant to Clause 2.7.2) or the Prime Services except
                to the extent approved by PASSL in accordance with marketing
                plans

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                and strategies of PASSL which may be notified to the
                Sub-Provider. The Sub-Provider shall provide such input and
                assistance into developing and agreeing marketing plans or
                strategies relating to the Zanzibar System and the Prime
                Services as is reasonably requested by PASSL from time to time.

        12.6.5  PASSL may from time to time provide notice in writing to the
                Sub-Provider requiring the Sub-Provider to cease using the
                Zanzibar name and/or promoting or marketing the Zanzibar System
                and/or the Prime Services where PASSL considers that such use
                and/or promotion and marketing:

                (i)     is in breach of the terms of this Agreement or would or
                        may cause PASSL to be in breach of the terms of the
                        Prime Agreement;

                (ii)    would or may bring PASSL, OGCbuying.solutions the
                        Zanzibar name or the Zanzibar System into disrepute or
                        otherwise have an adverse effect on the reputation of
                        PASSL, OGCbuying.solutions, the Zanzibar name or the
                        Zanzibar System;

                (iii)   would or may have an adverse effect on the relationship
                        between PASSL and OGCbuying.solutions or any Subscribing
                        Buying Organisation;

                and the Sub-Provider shall immediately comply with such
                requirement and shall amend its use of the Zanzibar name and/or
                its promotion or marketing of the Zanzibar System and/or the
                Prime Services as PASSL so requires.

12.7    ESCROW

        12.7.1  The Sub-Provider shall, where PASSL is required to procure or
                use reasonable endeavours to procure that the Sub-Provider does
                so pursuant to the Framework Agreement, (within 30 days of the
                Commencement Date or by such later date as PASSL my notify the
                Sub-Provider enter into and maintain an escrow agreement the
                "ESCROW AGREEMENT") with the National Computing Centre ("NCC"),
                OGCbuying.solutions and PASSL on the terms set out in Schedule
                21 to the Prime Agreement (subject to changes required by
                OGCbuying.solutions or the NCC and agreed by the Sub-Provider,
                such agreement not to be unreasonably withheld or delayed) for
                the term of this Agreement, unless PASSL agrees otherwise. The
                Source Code which is the subject of such Escrow Agreement,
                shall, as a minimum and without limitation to the terms of the
                Escrow Agreement or the other provisions of this Agreement,
                include all source code to the Sub-Provider Software. The
                Sub-Provider shall comply with such additional escrow
                obligations as may be included in this Agreement (including the
                enhanced escrow provided for in Schedule 29). Breach of this
                Clause 12.7 shall be a material breach by the Sub-Provider for
                the purposes of Clause 14.3.

        12.7.2  The Sub-Provider shall provide all necessary access, facilities,
                resources and assistance (at its own expense) so as to enable
                the NCC to carry out Integrity Testing and Full Verification (as
                these terms are defined in the Escrow Agreements) of the Source
                Code pursuant to the Escrow Agreement on Acceptance of each
                Stage to which such Source Code relates or on any major release.
                For the avoidance of doubt, the Sub-Provider shall not be
                required to meet travel and subsistence expenses of the NCC in
                meeting its obligations under this Clause 12.7.2.

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13      DATA PROTECTION AND FREEDOM OF INFORMATION

13.1    OWNERSHIP

        As between the parties and OGCbuying.solutions, OGCbuying.solutions
        shall own all rights and interest in Personal Data supplied by
        OGCbuying.solutions or any Supplier or Subscribing Buying Organisation
        and relating to the provision of the Prime Services in whatever form or
        format, and the Sub-Provider waives any interest it may otherwise have
        in such Personal Data.

13.2    COMPLIANCE WITH DATA PROTECTION LEGISLATION

        In performing its obligations under this Agreement, the Sub-Provider
        shall comply with the Data Protection Legislation.

13.3    PROCESSING OF PERSONAL DATA

        13.3.1  The Sub-Provider shall take appropriate technical and
                organisational measures against the unauthorised or unlawful
                processing of Personal Data and against actual loss or
                destruction of, or damage to, the Personal Data, having regard
                to the state of technological development, Good Industry
                Practice, and the cost of implementing any measures. The
                measures must ensure a level of security appropriate to the harm
                that might result from unauthorised or unlawful processing or
                accidental loss, destruction or damage and the nature of the
                Personal Data. Without limiting the generality of the
                obligations in this Clause 13.3.1, the parties acknowledge that
                as at the Commencement Date the minimum measures to be taken are
                as set out in Schedule 2.

        13.3.2  The Sub-Provider shall:

                (i)     process the Personal Data under this Agreement only in
                        accordance with the written instructions (as may be
                        forwarded to the Sub-Provider by PASSL) of either PASSL,
                        OGCbuying.solutions or the relevant Supplier or
                        Subscribing Buying Organisation, whichever is the data
                        controller (which, for the purposes of this Clause 13 is
                        as defined under Data Protection Legislation) in respect
                        of such Personal Data, and having regard to the
                        provisions of the Data Protection Legislation, or as is
                        required by law or any regulatory body; and

                (ii)    refrain from disclosing or transferring the Personal
                        Data except in accordance with the instructions (as may
                        be forwarded to the Sub-Provider by PASSL) of either
                        PASSL, OGCbuying.solutions or the relevant Supplier or
                        Subscribing Buying Organisation, whichever is the data
                        controller in respect of such Personal Data, and having
                        regard to the provisions of the Data Protection
                        Legislation.

        Terms and expressions having a meaning assigned to them in the Data
        Protection Legislation shall have the same meaning in this Clause 13.3.

13.4    DISCLOSURE

        Subject to Clause 13.2, Clause 13.3 and Clause 13.5, the Sub-Provider
        may disclose the Personal Data to those of its employees and temporary
        contractors and those employees and temporary contractors of any
        Affiliate or approved sub-contractor of the Sub-Provider to the extent
        reasonably necessary for the performance of the Sub- Provider Services.
        The Sub-Provider shall ensure the reliability of any such employees and
        temporary contractors who have access to the Personal Data and ensure
        that such employees and temporary contractors are aware of the
        Sub-Provider's obligations under this agreement and the Data

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        Protection Legislation in respect of the processing and disclosure of
        the Personal Data and shall ensure that such employees and temporary
        contractors are notified that any unauthorised processing or disclosure
        of the Personal Data may lead to disciplinary action under their
        contract of employment or the termination of their engagement with the
        Sub-Provider or the Sub-Provider Affiliate or approved sub-contractor as
        appropriate.

13.5    DATA EXPORT/TRANSFER

        13.5.1  The Sub-Provider shall not transfer from the UK any Personal
                Data to any country outside the EEA (a "TRANSFER") without
                PASSL's prior written consent (such consent not to be
                unreasonably withheld or delayed provided that PASSL shall be
                entitled to withhold such consent in the absence of written
                consent to such transfer from OGCbuying.solutions).

        13.5.2  If PASSL consents to a Transfer of Personal Data, the
                Sub-Provider shall ensure that the party to whom the Personal
                Data is transferred shall enter into an agreement with the
                Sub-Provider for the Transfer on terms which are no less onerous
                than and substantially similar to the provisions of Clauses 13.1
                to 13.5 and any other provisions relating to data transfer which
                may be included in this Agreement and where appropriate are
                substantially similar to the model clauses approved by the
                European Commission as providing an adequate level of protection
                for the transfer of personal data for the purposes of Article 25
                of Directive 95/46/EC.

        13.5.3  At the Commencement Date, PASSL has consented to the Transfer of
                Personal Data to elcom, inc. in the United States of America on
                the terms of the Data Processor Agreement. For the avoidance of
                doubt, a breach of such Data Processor Agreement by the
                Sub-Provider or elcom, inc. shall constitute a material breach
                of this Agreement by the Sub-Provider and PASSL shall be
                entitled to exercise any remedy available to it under this
                Agreement, the Data Processor Agreement or at law in respect of
                such breach or any claim or liability arising as a result of
                such breach.

13.6    FREEDOM OF INFORMATION

        13.6.1  The Sub-Provider shall facilitate OGCbuying.solutions' and
                Subscribing Buying Organisations' performance of their
                obligations under the Freedom of Information Act 2000 in
                relation to information held by or on behalf of the Sub-Provider
                or its sub-contractors or on any elements of the Zanzibar System
                in the possession or control of the Sub-Provider.

        13.6.2  PASSL shall reimburse costs reasonably and necessarily incurred
                by the Sub-Provider in performing its obligations under Clause
                13.6.1 in the event that:

                (i)     the Sub-Provider is required to provide information to
                        OGCbuying.solutions or a Buying Organisation or any
                        third party on behalf of OGCbuying.solutions or a Buying
                        Organisation, which information has previously been
                        provided to OGCbuying.solutions or the relevant Buying
                        Organisation or is otherwise available to or accessible
                        by OGCbuying.solutions or the relevant Buying
                        Organisation through the Zanzibar System or otherwise;
                        or

                (ii)    performance of such obligation causes or would cause the
                        Sub-Provider to incur material expense (whether in
                        relation to any individual request or cumulatively over
                        the term of this Agreement);

                provided that PASSL has itself been reimbursed by
                OGCbuying.solutions or the relevant Buying Organisation in
                respect of such costs.

13.7    OFF-SHORING

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        13.7.1  Subject to Clause 13.7.2, in respect of the transfer of any
                information to a location outside of the United Kingdom, the
                Sub-Provider shall use all reasonable endeavours to comply with
                any UK Government policy on off-shoring as provided by PASSL to
                the Sub-Provider from time to time.

        13.7.2  The implementation of any changes to the Sub-Provider Services
                resulting from any such policy provided by PASSL shall be
                expressly subject to the Change Control Procedure.

14      TERM AND TERMINATION

14.1    TERM

        This Agreement shall take effect from the Commencement Date and shall
        continue until the Termination Date at which point it shall terminate.
        For the purposes of this Agreement, the "TERMINATION DATE" shall be:

        14.1.1  the date being a period of sixty (60) months from the
                Commencement Date provided that PASSL has not elected to extend
                the term of the Agreement pursuant to Clause 14.1.2 or Clause
                14.1.3; or

        14.1.2  the date being a period of seventy two (72) months from the
                Commencement Date provided that:

                (i)     PASSL gives notice in writing more than ten (10) weeks
                        before the expiry of the period described in Clause
                        14.1.1 stating that it wishes to extend the term of this
                        Agreement for a further period of twelve (12) months;
                        and

                (ii)    PASSL does not elect to extend the term of the Agreement
                        pursuant to Clause 14.1.3; or

        14.1.3  in the event that the Agreement is extended pursuant to Clause
                14.1.2, the date being a period of eighty four (84) months from
                the Commencement Date provided that PASSL gives notice in
                writing more than ten (10) weeks before the expiry of the period
                described in Clause 14.1.2 stating that it wishes to extend the
                term of this Agreement for a further period of twelve (12)
                months; or

        14.1.4  the date upon which the Agreement terminates following either
                party properly exercising its right of termination pursuant to
                the terms of this Agreement; or

        14.1.5  if later the end of the relevant Exit Phase;

        For the avoidance of doubt, in the event that this Agreement is
        reinstated under Clause 15.2.1, there may be two "Termination Dates" for
        the purposes of this Agreement.

14.2    TERMINATION BY EITHER PARTY

        14.2.1  Each party has the option to terminate the Agreement on
                immediate notice at any time by written notice to the other if
                the other:

                (i)     becomes unable to pay its debts;

                (ii)    enters into liquidation (except for the purposes of a
                        solvent amalgamation or reconstruction);

                (iii)   makes an arrangement with its creditors;

                (iv)    becomes subject to an administration order or an
                        administrator, receiver or administrative receiver is
                        appointed over all or any of its assets or takes or
                        suffers to be taken any similar action in consequence of
                        a debt;

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                (v)     ceases or threatens to cease trading or is dissolved; or

                (vi)    any procedure equivalent to any of the above occurs in
                        any other jurisdiction.

14.3    TERMINATION FOR DEFAULT

        14.3.1  PASSL may terminate this Agreement immediately by written notice
                to the Sub-Provider if:

                (i)     the Sub-Provider commits a material breach of this
                        Agreement, the Revenue Sharing Agreement or a Service
                        Provision Sub-Agreement or a series of breaches of this
                        Agreement, the Revenue Sharing Agreement or of the same
                        or different Service Provision Sub-Agreements which,
                        taken together, constitute a material breach, and, where
                        that breach is capable of remedy, fails to remedy that
                        breach within 30 days after being requested to do so by
                        or on behalf of PASSL or (where any material breach of
                        the Sub-Provider would or may cause PASSL to be in
                        breach of the Prime Agreement or one or more Service
                        Provision Agreements) such lesser period as may be
                        specified by OGCbuying.solutions or the relevant
                        Subscribing Buying Organisation pursuant to the Prime
                        Agreement or the relevant Service Provision Agreement or
                        may be required by PASSL;

                (ii)    (without limiting Clause 14.3.1) in the event of 2 or
                        more Critical Service Level Default Events arising under
                        2 or more Service Provision Sub-Agreements in 2
                        consecutive Months.

                For the purposes of Clause 14.3.1, any breach by the
                Sub-Provider which would or may result or has resulted in a
                breach of the Prime Agreement or any Service Provision Agreement
                shall be deemed to be a "material breach" for the purposes of
                this Agreement.

        14.3.2  PASSL may additionally terminate any Service Provision
                Sub-Agreement in the event of two (2) Critical Service Level
                Default Events occurring under that Service Provision
                Sub-Agreement in any period of six (6) months.

        14.3.3  The Sub-Provider may terminate this Agreement immediately by
                written notice if PASSL commits a material breach of this
                Agreement or the Revenue Sharing Agreement or a series of
                breaches of this Agreement or the Revenue Sharing Agreement
                which, taken together, constitute a material breach, and, where
                that breach is capable of remedy, fails to remedy that breach
                within 30 days after being requested to do so by the
                Sub-Provider.

14.4    TERMINATION BY PASSL

        PASSL may terminate this Agreement immediately by written notice to the
        Sub-Provider if:

        14.4.1  the Sub-Provider suffers a Change of Control where the person
                (or one of the persons acting in concert) acquiring or agreeing
                to acquire direct or indirect control is a direct competitor of
                PASSL or PACSL as listed in Schedule 32 (which Schedule 32 may
                be varied by agreement between the parties from time to time
                provided that the Sub-Provider shall not unreasonably withhold
                its agreement to adding third parties into such Schedule 32
                where they are engaged in the business of providing services of
                substantially and materially similar nature and scope to the
                Prime Services or any material part of them) ("DIRECT
                COMPETITOR"), without the prior written consent of PASSL
                provided that the right to terminate in this Clause 14.4.1 in
                respect of such Change of Control in favour of a Direct
                Competitor shall expire, if PASSL has not provided the
                Sub-Provider with notice

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                that it intends to exercise its rights, two months from the date
                on which the Sub-Provider gives PASSL written notification that
                such a Change of Control has taken place;

        14.4.2  the Prime Agreement is amended such that the element of the
                Prime Services which corresponds to the Sub-Provider Services is
                no longer required or if the Prime Agreement is suspended,
                cancelled or terminated;

        14.4.3  OGCbuying.solutions or any Subscribing Buying Organisation
                requires the replacement of the Sub-Provider's personnel by
                reason of their lack of skills or experience or their failure to
                perform or conduct themselves in accordance with the standards
                expected in the Prime Agreement or any Service Provision
                Agreement;

        14.4.4  the Sub-Provider's personnel are denied access to or removed
                from OGCbuying.solutions' or any Subscribing Buying
                Organisation's premises under the terms of the Prime Agreement
                or any Service Provision Agreement.

        14.4.5  PASSL is required to do so by OGCbuying.solutions on the basis
                that OGCbuying.solutions reasonably considers that:

                (i)     the Sub-Provider's performance of its obligations is
                        unsatisfactory; or

                (ii)    the relationship between PASSL and Sub-Provider is
                        adversely affecting the relationship between PASSL and
                        OGCbuying.solutions;

                provided that PASSL will consult with the Sub-Provider on
                becoming aware of OGCbuying.solutions' intention to require
                PASSL to terminate this Agreement and will use reasonable
                endeavours either to allow the Sub-Provider to make reasonable
                submissions to OGCbuying.solutions or to make such reasonable
                submissions on the Sub-Provider's behalf and, where
                OGCbuying.solutions is acting unreasonably, to contest any
                requirement to terminate this Agreement through the Prime
                Agreement Dispute Resolution Procedure and, where appropriate,
                to allow the Sub-Provider to participate in such procedure;

        14.4.6  in the event of termination of the Data Processor Agreement or
                in circumstances in which PASSL is entitled to terminate the
                Data Processor Agreement (and in such event, PASSL shall be
                entitled to terminate this Agreement as whole or insofar as it
                relates to Sub-Provider Services involving a Transfer (as
                defined in Clause 13.5) of Personal Data.

14.5    TERMINATION OF PRIME CONTRACT

        Notwithstanding the other provisions of this Clause 14, this Agreement
        shall automatically terminate on the date of termination or expiry of
        the Prime Agreement or the date of termination, expiry or novation to
        OGCbuying.solutions (or any third party other than an Affiliate of
        PASSL) of the last Service Provision Agreement entered into pursuant to
        the Prime Agreement (whichever is the later) unless PASSL agrees
        otherwise in writing.

14.6    TERMINATION OF SERVICE PROVISION SUB-AGREEMENTS

        14.6.1  Termination of this Agreement shall automatically result in the
                termination of any and all Service Provision Sub-Agreements
                (unless PASSL agrees otherwise by notice in writing to the
                Sub-Provider within 10 Business Days of such termination).

        14.6.2  In the event that PASSL has the right to terminate this
                Agreement it may, in it sole discretion, elect not to terminate
                this Agreement but to terminate one or more Service Provision
                Sub-Agreements.

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14.7    SURVIVAL OF RIGHTS ON TERMINATION OR EXPIRY

        The termination or expiry of this Agreement or any Service Provision
        Sub-Agreement is without prejudice to any obligation by any party to the
        other party which has accrued at the time of termination or expiry. The
        obligations of each party set out in any clause intended to survive such
        termination or expiry, including, in the event of termination of this
        Agreement, this Clause 14.7, Clauses 1, 3.1.2, 3.1.3, 5, 9.3, 10, 12,
        15.2 to 15.9, 16, 17, 18.1.2, 19 and 21 and Schedules 6 and 29 and, in
        the event of termination of a Service Provision Sub-Agreement, the
        provisions of such Service Provision Sub-Agreement corresponding to
        clauses 1, 5.1 to 5.5, 5.9, 6.3, 6.4, 7, 12, 13.4, 13.5, 13.6, 17, 18,
        20, 21, 22, 23 and 24 of the standard Service Provision Agreement set
        out in Schedule 19 to the Prime Agreement, shall continue in full force
        and effect notwithstanding termination or expiry of this Agreement.

14.8    CONSEQUENCES OF TERMINATION

        14.8.1  The Sub-Provider shall at no additional cost to PASSL (but
                subject to any consents or licences granted to the Sub-Provider
                or PASSL (and the ownership of Intellectual Property Rights) in
                relation to such information or data by any third party
                (including Suppliers or Buying Organisations)) provide to PASSL
                or any Successor Operator all the Transaction Data in an agreed
                format and all copies thereof in the possession or control of
                the Sub-Provider as soon as reasonably practicable following
                (and in any event within 5 Business Days of) the Termination
                Date. The Sub-Provider shall cease to use such data and, at the
                request of PASSL, shall destroy or return all copies of such
                data then in its possession.

        14.8.2  Except where this Agreement expressly provides otherwise each
                party shall return to the other all property of the other
                (including, where the Sub-Provider is the returning party, all
                property of OGCbuying.solutions, Subscribing Buying
                Organisations and Suppliers obtained by reason of this
                Agreement) (including all Management Information) in its
                possession or control.

        14.8.3  Unless PASSL agrees otherwise, all licences granted to the
                Sub-Provider by PASSL, or passed through from
                OGCbuying.solutions, any Subscribing Buying Organisations and/or
                any Supplier shall automatically terminate on the Termination
                Date.

15      TERMINATION ASSISTANCE

15.1    MAINTENANCE OF EXIT PLAN

        The Sub-Provider shall maintain the Draft Exit Plan and those elements
        of the Prime Agreement Draft Exit Plan which relate to the Sub-Provider
        or the Sub-Provider Services at no cost to PASSL such that the
        Sub-Provider is in compliance with the exit assistance provisions in
        Schedule 2 and, in the event of termination of the Prime Agreement, that
        PASSL is able to comply with its obligations set out in Schedule 14 to
        the Prime Agreement and (subject to the Sub-Provider complying with the
        obligations set out in Schedule 14 to the Prime Agreement insofar as
        they relate to the Sub-Provider Services) so as to ensure that the Draft
        Exit Plan and such elements of the Prime Agreement Draft Exit Plan are
        reasonably capable from time to time of being implemented promptly. The
        Draft Exit Plan or elements of it shall be implemented in the
        circumstances described in Schedule 2 (and, for the avoidance of doubt,
        different elements of the Draft Exit Plan may be implemented at
        different times and in different Exit Plans where contemplated by
        Schedule 2). The Draft Exit Plan may be revised from time to time in
        accordance with Schedule 2. Schedule 2 may be revised from time to time
        in accordance with the Change Control Procedure.

15.2    SCOPE OF TERMINATION ASSISTANCE

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        15.2.1  During any Exit Phase, the Sub-Provider shall perform its
                obligations as stated in an Exit Plan together, in the event of
                termination of the Prime Agreement, with those elements of the
                Prime Agreement Exit Plan which relate to the Sub-Provider
                Services. Notwithstanding the prior termination of this
                Agreement, PASSL may reinstate this Agreement, solely for the
                duration of the Prime Agreement Exit Phase, for the purposes of
                the Sub-Provider performing Exit Phase obligations or further
                Exit Phase obligations in accordance with this Agreement at any
                time within 6 months of such termination of this Agreement or,
                if later, from the date of any termination of the Prime
                Agreement or Service Provision Agreement which relates directly
                or indirectly to the termination of this Agreement.

        15.2.2  Without prejudice to the provisions of an Exit Plan, the
                Sub-Provider shall during the Exit Phase perform the obligations
                stated in Schedule 2 and, in the event of termination of the
                Prime Agreement, in Schedule 14 to the Prime Agreement Part B
                insofar as they relate to the Sub-Provider Services.

        15.2.3  Except as otherwise stated in an Exit Plan and (where
                applicable) the Prime Agreement Exit Plan, the obligations
                stated in Clauses 15.2.1 and 15.2.2 above shall be in addition
                to and not in substitution for the provision of the Sub-Provider
                Services and the Sub-Provider shall continue to provide the
                Sub-Provider Services on the terms and conditions of this
                Agreement subject to the continuation of the Revenue Sharing
                Agreement.

15.3    DUE DILIGENCE

        15.3.1  In order to facilitate the implementation of an Exit Plan, the
                Sub-Provider shall maintain the following information in a form
                that can be readily accessed and understood by PASSL,
                OGCbuying.solutions or the Successor Operator in a due diligence
                process:

                (i)     details of current personnel used to provide the
                        Sub-Provider Services who may be Relevant Employees
                        transferring to PASSL, OGCbuying.solutions or a
                        Successor Operator on termination or expiry pursuant to
                        Clause 15.6;

                (ii)    a copy of those sections of the Operations Manual which
                        relate solely to Transferable Hardware which is to be
                        purchased or obtained by PASSL or OGCbuying.solutions
                        under Clause 15.5.1 or 15.5.2;

                The Sub-Provider shall maintain in addition (a) details of such
                other personnel used to provide the Sub-Provider Services; and
                (b) the Operations Manual in a form that can be readily accessed
                and understood by PASSL.

        15.3.2  During the Exit Phase, PASSL, OGCbuying.solutions or any
                Successor Operator shall have the right to reasonable access to
                the information which they are entitled to access as set out in
                Clause 15.3.1 at reasonable times and on reasonable notice
                subject to the parties' obligations pursuant to Clause 16
                (Confidentiality).

15.4    COSTS

        15.4.1  The costs incurred in connection with the implementation of an
                Exit Plan (or the relevant elements of it) shall be dealt with
                in accordance with Clause 15.4.2 except where this Agreement is
                terminated by PASSL pursuant to Clause 14.2 or 14.3 or otherwise
                due to a breach of this Agreement by the Sub-Provider or (or to
                the extent that exit assistance relates to a replaced component)
                any component is replaced under Clause 4.4A.1 due to a breach of
                this Agreement by

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                the Sub-Provider, in which case the Sub-Provider shall perform
                its obligations under Clauses 15.2.1 and 15.2.2 entirely at its
                own cost and expense.

        15.4.2  Subject to Clause 15.4.1, to the extent that an Exit Plan can be
                implemented using existing resource already engaged in the
                provision of the Sub-Provider Services, each party shall bear
                its own costs in respect of the costs incurred in connection
                with such Exit Plan. Where the Sub-Provider necessarily incurs
                additional costs in the provision of assistance and services in
                accordance with an agreed Exit Plan this additional work will be
                chargeable according to the agreed day rates applicable to this
                Agreement.

15.5    TRANSFER OF ASSETS.

        PASSL may exercise any of the following options at any time during the
        Exit Phase (provided that where the Exit Phase relates to a replaced
        component only the rights included in this Clause 15.5 shall only be
        applicable to the extent that they relate to such replaced component):

        15.5.1  to purchase or to permit OGCbuying.solutions to purchase from
                the Sub-Provider at fair market value any Transferable Hardware
                which is owned by the Sub-Provider and exclusively used in
                connection with performing the Sub-Provider Services or the
                Prime Services;

        15.5.2  to obtain or permit OGCbuying.solutions to obtain from the
                Sub-Provider (where the Sub-Provider is reasonably able to do
                so) at PASSL or OGCbuying.solutions' cost an assignment,
                novation or sub-lease of all leases relating to Transferable
                Hardware which is exclusively used in connection with performing
                the Sub-Provider Services or the Prime Services;

        15.5.3  to obtain or to permit OGCbuying.solutions to obtain from the
                Sub-Provider at an agreed fair market value a perpetual,
                irrevocable, non-exclusive licence (with the right to
                sub-license and being transferable to OGCbuying.solutions) to
                exercise all Intellectual Property Rights in the object code in
                the Sub-Provider Software and in the Sub-Provider Training
                Materials throughout the United Kingdom in connection with or
                for the purposes of its use or exploitation in the provision of
                Prime Services to the Suppliers and Subscribing Buying
                Organisations (including for the avoidance of doubt Buying
                Organisations and suppliers which become Subscribing Buying
                Organisations and Suppliers following the commencement of the
                Exit Phase or the termination of this Agreement);

        15.5.4  to obtain or to permit OGCbuying.solutions to obtain from the
                Sub-Provider (where the Sub-Provider is reasonably able to do
                so) at PASSL or OGCbuying.solutions' cost an assignment,
                novation or sub-licence of all licences relating to any Third
                Party Software exclusively used in connection with performing
                the Sub-Provider Services in accordance with Schedule 14 to the
                Prime Agreement paragraph 1.4.2;

        15.5.5  to obtain or to permit OGCbuying.solutions to obtain from the
                Sub-Provider (where the Sub-Provider is reasonably able to do
                so) at OGCbuying.solutions' cost an assignment or novation of
                all sub-contracts or other agreements (other than those covered
                under Clauses 15.5.2, 15.5.3 and 15.5.4) which have been entered
                into by the Sub-Provider exclusively for the purpose of
                providing the Sub-Provider Services.

        If the parties are unable to agree on the terms on which any assets,
        licences or third party contracts are to be provided to PASSL or
        OGCbuying.solutions pursuant to this Clause 15.5 then the determination
        of that issue will be resolved by reference to the Dispute Resolution
        Procedure.

15.6    TRANSFER PROVISIONS

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        If a Transfer Event occurs, in respect of this Agreement or its
        termination the following provisions shall apply in connection with such
        transfer:

        15.6.1  the contract of employment of a Relevant Employee (save insofar
                as such contract relates to any occupational pension scheme to
                the extent that occupational pension schemes are excluded from
                the transfer by the Transfer Provisions, as qualified by any
                related pensions legislation, or if the Relevant Employee
                objects to the transfer pursuant to the Transfer Provisions)
                shall be transferred to the Transferee with effect from the
                Transfer Date, which shall be the "time of transfer" under the
                Transfer Provisions;

        15.6.2  If the Sub-Provider or any Affiliate or contractor or
                sub-contractor of the Sub-Provider engaged in the Services is
                the Transferor:

            (i)   the Sub-Provider shall, and shall procure that any Relevant
                  Employer that is a contractor or sub-contractor or Affiliate
                  of the Sub-Provider in respect of the Sub-Provider Services
                  shall, perform and discharge all its or their obligations as
                  an employer in respect of all the Relevant Employees that are
                  their employees for its or their own account up to and
                  including the Transfer Date, including, without limitation,
                  discharging all wages and salaries of the Relevant Employees,
                  all employer's contributions to any relevant occupational
                  pension scheme and all other costs and expenses related to
                  their employment (including, without limitation, any taxation,
                  employers' national insurance contributions, accrued holiday
                  pay, accrued bonus, commission or other sums payable in
                  respect of employment up to and including the Transfer Date)
                  and all obligations to inform and consult with the Relevant
                  Employees and/or their appropriate representatives pursuant to
                  the Transfer Provisions and the Sub-Provider shall indemnify
                  the Transferee and keep the Transferee indemnified against all
                  Employment Liabilities arising from any failure to discharge
                  such obligations, save to the extent that such Employment
                  Liabilities arise from the Transferee's (which for the
                  purposes of this sub-clause 15.6.2(i) shall not include the
                  Sub-Provider or any contractor or sub-contractor or Affiliate
                  of the Sub-Provider engaged in the Sub-Provider Services)
                  failure to comply with its obligations under the Transfer
                  Provisions, or any proposed or actual substantial change to a
                  Relevant Employee's terms and conditions of employment or
                  working conditions, proposed or made by the Transferee;

            (ii)  the Sub-Provider shall indemnify the Successor Operator and/or
                  PASSL and/or OGCbuying.solutions and keep the Successor
                  Operator and/or PASSL and/or OGCbuying.solutions indemnified
                  against all Employment Liabilities which relate to or arise
                  out of any act or omission of the Sub-Provider or any Relevant
                  Employer that is a contractor or sub-contractor or Affiliate
                  of the Sub-Provider engaged in the Sub-Provider Services
                  occurring prior to or on the Transfer Date which the Successor
                  Operator and/or PASSL and/or OGCbuying.solutions incurs in
                  relation to any terms and conditions of employment, contract
                  of employment or collective agreement of the Relevant
                  Employees ("TERMS AND CONDITIONS") or the termination of
                  employment of any Relevant Employee, save to the extent that
                  such Employment Liabilities arise from the Transferee's (which
                  the purposes of this sub-clause 15.6.2(ii) shall not include
                  the Sub-Provider or any contractor or sub-contractor or
                  Affiliate of the Sub-Provider engaged in the Sub-Provider
                  Services) failure to comply with its obligations under the
                  Transfer Provisions or any proposed or actual substantial
                  change to a Relevant Employee's terms and conditions or
                  working conditions proposed or made by the Transferee; and;

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            (iii) PASSL shall indemnify the Sub-Provider and/or any contractor
                  and/or subcontractor and/or Affiliate of the Sub-Provider and
                  keep such persons indemnified against all Employment
                  Liabilities in respect of any claim, action or demand by any
                  person in respect of any proposed or actual substantial change
                  to the terms and conditions of employment or working
                  conditions of any Relevant Employee being made or proposed to
                  be made to his detriment by PASSL or any contractor or
                  subcontractor or Affiliate of the Sub-Provider.

        15.6.3  If PASSL or OGCbuying.solutions or any Affiliate or contractor
                or sub-contractor of PASSL is the Transferor:

                (i)     PASSL shall, and shall procure that any Relevant
                        Employer shall, perform and discharge all its or their
                        obligations as an employer in respect of all the
                        Relevant Employees that are their employees for its or
                        their own account up to and including the Transfer Date,
                        including, without limitation, discharging all wages and
                        salaries of the Relevant Employees, all employer's
                        contributions to any relevant occupational pension
                        scheme and all other costs and expenses related to their
                        employment (including, without limitation, any taxation,
                        employers' national insurance contributions, accrued
                        holiday pay, accrued bonus, commission or other sums
                        payable in respect of employment up to and including the
                        Transfer Date) and all obligations to inform and consult
                        with the Relevant Employees and/or their appropriate
                        representatives pursuant to the Transfer Provisions and
                        PASSL shall indemnify the Transferee and keep the
                        Transferee indemnified against all Employment
                        Liabilities arising from any failure to discharge such
                        obligations save to the extent that such Employment
                        Liabilities arise from the Transferee's (which for the
                        purposes of this sub-clause 15.6.3(i) shall not include
                        PASSL or OGCbuying.solutions or any contractor or
                        sub-contractor or Affiliate of PASSL engaged in the
                        Prime Services other than the Sub-Provider) failure to
                        comply with its obligations under the Transfer
                        Provisions, or any proposed or actual substantial change
                        to a Relevant Employee's terms and conditions of
                        employment or working conditions proposed or made by the
                        Sub-Provider or any contractor or subcontractor or
                        Affiliate of the Sub-Provider;

                (ii)    PASSL shall indemnify the Sub-Provider and/or any
                        Affiliate or contractor or subcontractor of the
                        Sub-Provider and keep the Sub-Provider and/or any
                        Affiliate and/or contractor and/or subcontractor of the
                        Sub-Provider indemnified against all Employment
                        Liabilities which relate to or arise out of any act or
                        omission of PASSL or any Relevant Employer occurring
                        prior to or on the Transfer Date which the Sub- Provider
                        or any contractor or subcontractor or Affiliate of the
                        Sub-Provider incurs in relation to any terms and
                        conditions of employment, contract of employment or
                        collective agreement of the Relevant Employees ("TERMS
                        AND CONDITIONS") or the termination of employment of any
                        Relevant Employee, save to the extent that such
                        Employment Liabilities arise from the Transferee's
                        (which the purposes of this sub-clause 15.6.3(ii) shall
                        not include PASSL or any contractor or sub-contractor of
                        PASSL engaged in the Prime Services other than the
                        Sub-Provider) failure to comply with its obligations
                        under the Transfer Provisions, or any proposed or actual
                        substantial change to a Relevant Employee's terms and
                        conditions or working conditions proposed or made by the
                        Sub-Provider or any contractor or subcontractor or
                        Affiliate of the Sub-Provider; and

                (iii)   the Sub-Provider shall indemnify PASSL,
                        OGCbuying.solutions and any Successor Operator and keep
                        PASSL, OGCbuying.solutions and any Successor Operator
                        indemnified

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                        against all Employment Liabilities in respect of any
                        claim, action or demand by any person in respect of any
                        proposed or actual substantial change to the terms and
                        conditions of employment or working conditions of any
                        Relevant Employee being made or proposed to be made to
                        his detriment by the Sub-Provider or any contractor or
                        subcontractor or Affiliate of the Sub-Provider.

15.7    DETAILS OF EMPLOYEES

        15.7.1  The Sub-Provider shall, and shall procure that any Relevant
                Employer that is a contractor or sub-contractor of the
                Sub-Provider in respect of the Sub-Provider Services shall,
                provide, to the Successor Operator at PASSL's Contract Manager's
                or PASSL's request, the information listed in Clause 15.7.2:

                (i)     on receipt of a request by PASSL in anticipation of or
                        following a Transfer Event; or

                (ii)    on termination or expiry of this Agreement.

        15.7.2  Pursuant to Clause 15.7.1 the Sub-Provider shall, subject to any
                restrictions imposed by law:

                (i)     provide to the Successor Operator copies of all
                        personnel and other records (excluding health records)
                        relating to the employment of any Relevant Employee who
                        becomes employed by the Successor Operator pursuant to
                        the Transfer Provisions or, where such records are held
                        in any electronic or electromagnetic form (including
                        databases stored on computer tapes or discs), paper
                        copies of those records; and

                (ii)    deliver to the Successor Operator's medical officer or
                        other medically qualified doctor notified by the
                        Successor Operator to the Sub-Provider all records,
                        documents and information connected directly or
                        indirectly with the health of any Relevant Employee who
                        becomes employed by the Successor Operator pursuant to
                        the Transfer Provisions.

15.8    ADDITIONAL EMPLOYMENT PROVISIONS

        15.8.1  The Sub-Provider shall, if requested to do so by PASSL in
                writing:

                (i)     within six (6) months before the expiry of the term; or

                (ii)    within ten (10) Business Days after notice of
                        termination of this Agreement has been given,

                ensure that from the date when such request has been received by
                the Sub-Provider up to the date of expiry or termination of this
                Agreement:

                        (a)     neither it nor any Relevant Employer that is a
                                contractor or sub-contractor or Affiliate of the
                                Sub-Provider in respect of the Sub-Provider
                                Services shall dismiss, or remove from the
                                provision of the Sub-Provider Services, any
                                employee engaged wholly or mainly in provision
                                of the Sub-Provider Services at that date, other
                                than in accordance with section 98 of the
                                Employment Rights Act 1996 and Part 1 and Part 3
                                of Schedule 2 of the Employment Act 2002 and/or
                                more than twenty per cent of the total number of
                                employees engaged wholly or mainly in provision
                                of the Sub-Provider Services at that date by
                                reason of redundancy as defined in Section 195
                                of TULCRA, without the prior written consent of
                                PASSL;

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                        (b)     neither it nor any Relevant Employer that is a
                                contractor or sub-contractor or Affiliate of the
                                Sub-Provider in respect of the Sub-Provider
                                Services shall employ any additional person to
                                work wholly or mainly in the provision of the
                                Sub-Provider Services (except to fill an
                                existing or subsequent vacancy), without the
                                prior written consent of PASSL; and

                        (c)     no material variation shall be made to the
                                contracts of employment of any employee engaged
                                wholly or mainly in the provision of the
                                Sub-Provider Services, without the prior written
                                consent of PASSL, such consent not to be
                                unreasonably withheld or delayed;

                provided always that where PASSL's consent is required under
                this Clause 15.8 such consent shall not be unreasonably withheld
                or delayed.

        15.8.2  In Clause 15.6 the undertakings and indemnities given by the
                Sub-Provider to the Successor Operator and/or
                OGCbuying.solutions shall be given to PASSL for itself and as
                trustee for the Successor Operator and/or OGCbuying.solutions.

        15.8.3  Notwithstanding anything else to the contrary in this Agreement,
                where the Sub-Provider has given a warranty, undertaking or
                indemnity under Clauses 15.6 to 15.8 for the benefit of the
                Successor Operator and/or OGCbuying.solutions and/or the
                Transferee, any such warranty, undertaking or indemnity can be
                enforced by PASSL and/or OGCbuying.solutions and/or the
                Successor Operator against the Sub-Provider.

        15.8.4  For the purposes of Clause 15.6 PASSL shall be entitled to claim
                any Employment Liabilities of the Successor Operator or
                OGCbuying.solutions where PASSL has indemnified the Successor
                Operator or OGCbuying.solutions in respect of such Employment
                Liabilities in substantially the same form and covering
                substantially the same scope as the indemnity in Clause 15.6 and
                the Successor Operator or OGCbuying..solutions sues PASSL under
                such indemnity rather than suing the Sub-Provider pursuant to
                Clause 15.6.

        15.8.5  The Sub-Provider shall ensure that any sub-contract entered into
                by the Sub-Provider to procure provision of all or any of the
                Sub-Provider Services to PASSL shall contain equivalent
                provisions to Clauses 15.6 to 15.8 inclusive and shall not enter
                into any sub-contract which does not contain equivalent
                provisions without PASSL's prior written consent.

        15.8.6  Notwithstanding anything to the contrary in this Agreement,
                Clauses 15.6 to 15.8 shall survive termination of this
                Agreement.

        15.8.7  In the event that PASSL has the right to terminate this
                Agreement under Clause 14.2, Clause 14.3.1, or Clause 14.3.2 of
                this Agreement and/or this Agreement terminates under Clause
                14.5, the Sub-Provider shall use its reasonable endeavours to
                ensure that such Key Personnel as are requested by PASSL are
                made available to PASSL and/or OGCbuying.solutions for the
                continued provision of services corresponding to the
                Sub-Provider Services by PASSL, OGCbuying.solutions or a
                Successor Operator after termination and at the cost of PASSL.

15.9    CONDUCT OF CLAIMS

        If one party (the "CLAIMING PARTY") becomes aware of any matter that may
        give rise to a claim by that party against the other under an indemnity
        given under this Agreement, the following provisions shall apply:

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        15.9.1  the Claiming Party shall give notice of any such matter or claim
                as soon as reasonably practicable to the other party and in any
                event within five Business Days of becoming aware of such matter
                or claim.

        15.9.2  the Claiming Party agrees that:

                (i)     no admissions of liability shall be made by or on behalf
                        of the Claiming Party;

                (ii)    control of the defence and/or settlement of the claim
                        shall be carried out, subject to the provisions of the
                        Revenue Sharing Agreement, following reasonable
                        discussion between the Claiming Party and the other
                        party unless the Claiming Party fails to make itself
                        available for such discussion in such time as to ensure
                        that such discussions does not prejudice the other
                        party's ability to defend the claim within any
                        applicable timetable. However, except where the Revenue
                        Sharing Agreement provides otherwise, the final decision
                        on any matter concerning the conduct of the claim or its
                        settlement shall be made by the other party.

        15.9.3  the Claiming Party shall give all reasonable assistance to the
                other party, subject to the payment of reasonable costs and
                expenses in connection with the claim, including, subject to any
                restrictions imposed by law, giving access to relevant personnel
                and information held by the Claiming Party.

        15.9.4  The provisions of this Clause 15.9 shall apply to the conduct of
                any claim in respect of any indemnity provided pursuant to this
                Agreement and the relevant indemnity shall not apply to any loss
                to the extent it is caused by failure of the Claiming Party to
                comply with this Clause 15.9.

16      CONFIDENTIALITY

16.1    ACKNOWLEDGEMENT

        16.1.1  Each party acknowledges that, in performing its obligations
                under this Agreement, it may acquire Confidential Information of
                the other party.

        16.1.2  The Receiving Party acknowledges that the Confidential
                Information includes information of the Disclosing Party or its
                customers which is strategic, commercially sensitive or valuable
                and will cause serious damage and loss to the Disclosing Party
                if it is improperly disclosed or used.

        16.1.3  Subject to Clause 16.5, the Receiving Party must keep the
                Confidential Information of the Disclosing Party secret and
                confidential and must not disclose any part of the Confidential
                Information to any person other than to those of its employees
                or sub-contractors who require access to the Confidential
                Information in order to perform its obligations or exercise its
                rights under this Agreement, and then only on a confidential
                basis with the prior approval of the Disclosing Party.

        16.1.4  Where the Receiving Party discloses Confidential Information of
                the Disclosing Party to a sub-contractor it shall, at the
                Disclosing Party's request, ensure that the sub-contractor
                enters into a confidentiality agreement with the Receiving Party
                on substantially the same terms as this Clause 16.

        16.1.5  Where PASSL or OGCbuying.solutions is entitled to disclose
                Confidential Information of the Sub-Provider to a Successor
                Operator pursuant to the terms of this Agreement (including
                Source Code pursuant to the Escrow Agreement entered into
                pursuant to Clause 12.5), then such disclosure shall be on terms
                of confidentiality no less onerous than those set out in this
                Clause 16.

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16.2    NO USE OF CONFIDENTIAL INFORMATION

        16.2.1  Subject to Clause 16.5, the Receiving Party must not, and must
                ensure that none of its employees or sub-contractors will, use
                Confidential Information except in connection with the
                performance of its obligations or exercise of its rights under
                this Agreement.

        16.2.2  The Receiving Party is liable to the Disclosing Party for any
                misuse of Confidential Information by its employees or
                sub-contractors.

        16.2.3  The Sub-Provider must ensure that, prior to removing any
                Hardware or other equipment (including legacy equipment) from
                the Central Site, it notifies PASSL of such planned removal and
                that data of OGCbuying.solutions and OGCbuying.solutions
                Confidential Information is, at PASSL's request, permanently
                deleted from that Hardware or equipment. The Sub-Provider shall
                not undertake any such removal unless PASSL has confirmed
                whether or not such permanent deletion is required.

16.3    PERIOD OF OBLIGATIONS

        Notwithstanding termination of this Agreement, the Receiving Party's
        obligations under this Clause 16 continue with respect to any part of
        the Confidential Information until that part passes into the public
        domain, other than directly or indirectly as a result of, or in
        connection with, any act or default of the Receiving Party or any of its
        employees.

16.4    EFFECT OF TERMINATION

        On termination of this Agreement for any reason whatsoever the Receiving
        Party must, subject to Clause 16.5:

        16.4.1  supply to the Disclosing Party, delete or destroy all documents,
                reports, notes, memoranda, computer media and other material
                which record or contain the Disclosing Party's Confidential
                Information (including all copies of them) which are in the
                Receiving Party's possession, custody or control, whether made
                by OGCbuying.solutions, PASSL, the Sub-Provider or otherwise;

        16.4.2  on request of the Disclosing Party delete entirely and
                permanently all of the Disclosing Party's Confidential
                Information from every computer disk or electronic storage
                facility of any type owned or used by the Receiving Party; and

        16.4.3  cease to make use of, and make no further disclosure of, the
                Disclosing Party's Confidential Information or any part of it,

        and must confirm in writing promptly when it has complied with these
        obligations.

16.5    EXCEPTIONS

        This Clause 16 shall not apply to:

        16.5.1  any information which is, or becomes generally available to, the
                public other than as a result of a breach of this Clause 16;

        16.5.2  any information which is acquired from a third party who owes no
                obligation of confidence to the Disclosing Party in respect of
                that information, where the use or disclosure accords with
                rights lawfully granted by that third party;

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        16.5.3  any information which is independently developed by the
                Receiving Party without the use of the Confidential Information;

        16.5.4  the disclosure of any information which the Receiving Party is
                required by law or any competent regulatory or taxation
                authority to disclose, provided always that the Receiving Party
                shall, to the extent reasonably possible whilst complying with
                the relevant law or regulation, have notified the Disclosing
                Party of such requirement prior to any such disclosure and
                provided the Disclosing Party with a reasonable opportunity to
                contend the requirement to disclose the information or to limit
                the extent of the disclosure;

        16.5.5  any information which is already known by the Receiving Party at
                the time of its receipt (as evidenced by its written records);
                or

        16.5.6  any information which PASSL provides to OGCbuying.solutions or
                Buying Organisations in connection with the Prime Agreement or
                any Service Provision Agreement provided that PASSL uses
                reasonable endeavours to procure that such disclosure is on
                terms the same as or substantially similar to those included in
                the Prime Agreement and Service Provision Agreement (where such
                Buying Organisation enters into a Service Provision Agreement);

        16.5.7  any information disclosed by OGCbuying.solutions or Buying
                Organisations in connection with the Freedom of Information Act
                2000.

17      NON-SOLICITATION

17.1    OBLIGATION

        Except as expressly permitted by this Agreement, neither party shall
        (other than in circumstances where this Agreement is terminated and
        PASSL is entitled to a release of or access to the Source Code pursuant
        to Clause 12.2.2) without the written consent of the other party (such
        consent not to be unreasonably withheld or delayed):

        17.1.1  at any time during the term of this Agreement, or for one year
                after termination of this Agreement, solicit or endeavour to
                entice away from or discourage from being employed or hired by
                the other party any person who is at that time or was at any
                time in the previous six (6) months an employee, consultant or
                secondee of the other party engaged wholly or primarily in the
                provision of the Zanzibar System or the Sub-Provider Services or
                Prime Services, the management of the relationship with the
                other party or the marketing, promotion, development,
                implementation or adoption of the Zanzibar System; and

        17.1.2  at any time during the term of this Agreement, or for one year
                after termination of this Agreement, employ or attempt to employ
                or hire or attempt to hire the services of as a consultant or
                otherwise any person who is at that time or was at any time in
                the previous six (6) months an employee, consultant or secondee
                of other party engaged wholly or primarily in the provision of
                the Zanzibar System or the Sub-Provider Services or Prime
                Services or the marketing, promotion, development,
                implementation or adoption of the Zanzibar System.

        The restrictions set out in Clauses 17.1.1 and 17.1.2 shall not apply to
        applications received in response to a public advertisement or to the
        employment of any Relevant Employee pursuant to the Transfer Provisions.

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17.2    CONSTRUCTION OF CLAUSE

        Each of Clauses 17.1.1 and 17.1.2 will be taken to constitute a separate
        obligation and will be construed independently of each other.

18      ASSIGNMENT AND SUB-CONTRACTING

18.1    ASSIGNMENT OR NOVATION

        18.1.1  Subject to Clause 18.1.2, neither party shall be entitled to and
                each party shall not assign, novate or otherwise transfer this
                Agreement, in whole or in part, without the other party's prior
                written consent (such consent not to be unreasonably withheld or
                delayed).

        18.1.2  In the event of a termination of the Prime Agreement, PASSL
                shall be entitled where OGCbuying.solutions requires it to do
                so) to require the Sub-Provider to accept a novation or
                assignment of the rights and future obligations of PASSL under
                this Agreement and the Service Provision Sub-Agreements to a
                third party. The Sub-Provider shall, at its own expense, execute
                all such documents as are necessary to give effect to such a
                novation or assignment.

18.2    SUB-CONTRACTING

        18.2.1  The Sub-Provider must not, without PASSL's prior written consent
                (such consent not to be unreasonably withheld or delayed),
                sub-contract any of its rights and obligations under this
                Agreement, the Service Provision Sub-Agreements or in connection
                with the Supplier Agreement.

        18.2.2  PASSL's consent to any such sub-contracting will not relieve the
                Sub-Provider of its obligations to PASSL under this Agreement,
                any Service Provision Sub-Agreement or in connection with the
                Supplier Agreement and the Sub-Provider shall be fully
                responsible to PASSL for the acts or omissions of its
                contractors and their employees.

        18.2.3  For the purposes of Clause 18.2.1, sub-contractors shall not
                include individual contract staff whether hired on an individual
                basis or through an agency where the Sub-Provider exercises
                direction and control over the work of such contract staff.
                PASSL's consent is not required in relation to the Sub-Provider
                hiring such contract staff, provided that the Sub-Provider shall
                remain liable to PASSL in respect of such contract staff.

        18.2.4  If PASSL at any time reasonably considers that:

                (i)     a sub-contractor's performance of its obligations is
                        unsatisfactory; or

                (ii)    the relationship between PASSL and the sub-contractor is
                        adversely affecting the relationship between PASSL and
                        the Sub-Provider;

                then PASSL may require the parties to meet to discuss PASSL's
                concerns. If PASSL is not satisfied (in its sole and absolute
                discretion) with the result of that meeting then it may, at any
                time thereafter, by notice request the Sub-Provider to terminate
                the Sub-Provider's contract with the sub-contractor and any
                dispute as to whether such contract should be terminated will be
                referred to the Dispute Resolution Procedure.

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19      INSURANCE

19.1    TYPES OF INSURANCE

        19.1.1  Without limiting the Sub-Provider's obligations under this
                Agreement and subject to Clause 19.3, the Sub-Provider shall:

                (i)     have in force and maintain with a reputable insurance
                        company for the term of this Agreement the insurance
                        stated in Schedule 15;

                (ii)    (subject to Clause 19.1.2) increase such insurance in
                        line with Schedule 15, such that the increased insurance
                        is in place from the beginning of the Month following
                        the Month in which the event specified in Schedule 15 as
                        giving rise to the obligation to increase such insurance
                        (INSURANCE EVENT") occurred (and thereafter have in
                        force and maintain such insurance in accordance with
                        Clause 19.1.1(i)).

        19.1.2  Notwithstanding Clause 19.1.1(ii) the Sub-Provider shall not be
                obliged to increase its insurance pursuant to Clause 19.1.1(ii)
                unless and until it is receiving Revenue Share derived from
                Annual Subscription Charges (as defined in Schedule 4 to the
                Prime Agreement) and, in the event that an Insurance Event
                occurs prior to such receipt of Revenue Share by the
                Sub-Provider, the obligation to have such increased insurance in
                place will apply from the Month following the Sub-Provider's
                receipt of such Revenue Share.

        19.1.3  Notwithstanding Clause 19.1.1(ii) or Clause 19.3, the
                Sub-Provider shall not be obliged to increase solely that
                element of its insurance coverage which relates to claims for
                the infringement of Intellectual Property Rights ("IPR Claims
                Insurance") if that increased coverage is not available to the
                Sub-Provider in the insurance market at commercially reasonable
                rates, provided that the Sub-Provider:

                (i)     gives notice to PASSL that such IPR Claims Insurance is
                        not available in accordance with this Clause 19.1.3 at
                        commercially reasonable rates, giving all such details
                        as PASSL may reasonably request;

                (ii)    reimburses PASSL to the extent that PASSL takes out
                        additional insurance to cover the lack of an increase in
                        such IPR Claims Insurance of the Sub-Provider and the
                        costs of such insurance taken out by PASSL are at
                        commercially reasonable rates.

                For the avoidance of doubt, this Clause 19.1.3 shall not affect
                any obligation of the Sub-Provider to increase its professional
                indemnity insurance generally, including errors and omissions
                coverage.

19.2    EVIDENCE

        On request by PASSL the Sub-Provider must produce to PASSL reasonable
        evidence that the Sub-Provider has complied with and continues to comply
        with its obligations under this Clause 19 including a broker's letter in
        a form satisfactory to PASSL confirming the extent of the Sub-Provider's
        insurance and copies of the relevant insurance policies. On the renewal
        of each insurance policy, the Sub-Provider shall send a copy of each
        policy as renewed such that the Sub-Provider continues to comply with
        its obligations under this Clause 19 together with a copy of the premium
        receipt to PASSL for each such renewed policy or other appropriate
        evidence that payment has been made.

19.3    REVIEW OF INSURANCE

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        PASSL shall be entitled to review the level of the Sub-Provider's
        insurance required under this Agreement every 12 months from the
        Commencement Date based on the scope of the Sub-Provider Services, any
        increase in the Sub-Provider's liability under Clause 10 and any
        increase in the number of Service Provision Agreements executed by
        PASSL. PASSL may (subject to Clause 19.1.3) reasonably require the
        Sub-Provider to increase the insurance it has in place if the level of
        the Sub-Provider's potential liability or the number of Service
        Provision Agreements executed by the Sub-Provider has increased such
        that the Sub-Provider's existing insurance is no longer sufficient in
        the reasonable view of PASSL. PASSL may reasonably require the
        Sub-Provider to amend its insurance policies if the scope of the
        Sub-Provider Services has changed such that the policy wording
        (including any exclusions from or conditions on the relevant insurance
        coverage) is no longer appropriate in the reasonable view of PASSL. The
        Sub-Provider shall promptly (and in any event within 30 days or a
        request by PASSL under this Clause 19.3) take out, have in force and
        maintain (subject to this Clause 19.3) with a reputable insurance
        company for the term of this Agreement such additional or amended
        insurance as is required under this Clause 19.3.

19.4    FAILURE TO MAINTAIN INSURANCE

        In the event the Sub-Provider fails to take out or maintain any of the
        insurance policies or amended insurance policies required pursuant to
        this Clause 19, PASSL may itself provide or arrange such insurance and
        may charge the cost of such insurance, together with an administration
        charge of 10% of such cost, to the Sub-Provider either by way of
        deduction from the Sub-Provider's Revenue Share or by recovering the
        same as a debt due to PASSL from the Sub-Provider.

19.5    CONTINUANCE OF OBLIGATION

        Without prejudice to any of the Sub-Provider's obligations at law, the
        Sub-Provider's obligations under this Clause 19 shall continue for the
        term of this Agreement and for the period of six (6) years following the
        termination of this Agreement

20      FORCE MAJEURE

20.1    FORCE MAJEURE EVENTS

        No party shall be liable to any other for any failure to fulfil its
        duties hereunder if and to the extent that such failure results from a
        Force Majeure Event, provided that the party unable to fulfil its duties
        pursuant to this Clause 20 (the "AFFECTED PARTY") shall:

        20.1.1  give written notice to the other party to this Agreement (the
                "OTHER PARTY") as soon as reasonably practicable upon becoming
                aware of the Force Majeure Event, such notice to contain the
                following information:

                (i)     a description of the Force Majeure Event that has
                        occurred;

                (ii)    the date from which the event has prevented or hindered
                        the Affected Party in the performance of its duties
                        hereunder;

                (iii)   the duties hereunder so affected; and

                (iv)    its best estimate of the date upon which it will be able
                        to resume performance of the affected duties hereunder;
                        and

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        20.1.2  shall at all times continue to take steps in accordance with
                Good Industry Practice to resume full performance of its
                obligations under this Agreement; and

        20.1.3  shall at all times use all reasonable endeavours to mitigate the
                consequences of the Force Majeure Event,

        and the relief from liability under this Clause 20 shall last for the
        duration of the Force Majeure Event only.

20.2    CONTINGENCY PLANS

        Notwithstanding the generality of Clause 20.1, the Sub-Provider shall
        not be able to rely on Clause 20.1 to the extent the failure results
        from a failure to provide and implement the Contingency Plans in
        accordance with this Agreement.

20.3    FINANCIAL CONSEQUENCES

        Notwithstanding any other provision of this Agreement, where the
        provision of the Sub-Provider Services is prevented or materially
        affected by a Force Majeure Event, then the Sub-Provider's recovery of
        Revenue Share under the Revenue Sharing Agreement shall be suspended
        until the Sub-Provider resumes full performance of that Sub-Provider
        Services or part thereof in accordance with this Agreement.

20.4    TERMINATION

        If an Affected Party is excused under this Clause 20 from the
        performance of any material obligation under this Agreement and, such
        excusing of the Affected Party has a material adverse impact on the
        provision of the Sub-Provider Services for a continuous period of 60
        days, then the Other Party may at any time thereafter, and provided
        performance or punctual performance by the Affected Party is still
        excused, terminate this Agreement by notice to the Affected Party where
        the provision of the Sub-Provider Services is substantially impaired.

21      GENERAL

21.1    NOTICES

        21.1.1  Any communication or notice given pursuant to this Agreement
                shall be in writing and shall be delivered by hand or sent by
                facsimile or sent by first-class registered or recorded delivery
                post within the United Kingdom or by registered airmail post
                outside the United Kingdom to the address of the relevant party
                as follows or to any other address as any party may notify for
                the purposes of this Clause:

                (i)     in the case of PASSL:

                        PA Shared Services Limited

                        123 Buckingham Palace Road

                        London SW1W 9SR

                        Copied to the Senior Legal Advisor, PA Group

                (ii)    in the case of the Sub-Provider:

                        Elcom Systems Limited

                        3-5 Horndean Road

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                        Bracknell

                        Berkshire RG21 0XQ

        21.1.2  Any communication or notice pursuant to Clause 21.1.1 shall be
                deemed to have been received and served:

                (i)     if hand-delivered, at the time of delivery;

                (ii)    if sent by facsimile, at the completion of transmission
                        during business hours at its destination or if not
                        within business hours at the opening of business hours
                        at its destination on the next Business Day and on:

                        (a)     proof by the sender that it holds a printed
                                record confirming dispatch of the transmitted
                                notice to the addressee; and

                        (b)     dispatch of the notice by post in accordance
                                with Clause 21.1.1 on the same day as its
                                transmission; and

                (iii)   if sent by post, within forty-eight (48) hours of
                        posting (exclusive of the hours of Sunday).

        21.1.3  For the purpose of Clause 21.1.2 "business hours" means between
                09.00 and 17.30 on a Business Day.

21.2    ENTIRE AGREEMENT

        This Agreement and the Data Processor Agreement constitute the entire
        agreement between the parties with respect to its subject matter and (to
        the extent permissible by law) supersede all prior representations,
        writings, negotiations or understandings with respect to that subject
        matter, provided that neither party is attempting to exclude any
        liability for fraudulent statements (including fraudulent
        pre-contractual misrepresentations on which the other party can be shown
        to have relied).

21.3    AMENDMENT

        No variation of this Agreement (or of any of the documents referred to
        in this Agreement) shall be valid unless it is in writing and signed by
        or on behalf of each of the parties to it. The expression "variation"
        shall include any variation, supplement, deletion or replacement however
        effected. For the avoidance of doubt, an amendment to the Revenue
        Sharing Agreement shall not effect an automatic variation to this
        Agreement unless such variation to this Agreement has been specifically
        agreed by the parties in writing in accordance with this Clause 21.3.

21.4    WAIVER

        No failure to exercise nor any delay in exercising any right, power or
        remedy by a party operates as a waiver. A single or partial exercise of
        any right, power or remedy does not preclude any other or further
        exercise of that or any other right, power or remedy. A waiver is not
        valid or binding on the party granting that waiver unless made in
        writing.

21.5    REMEDIES CUMULATIVE

        Except where this Agreement provides otherwise, the rights, powers and
        remedies provided to the parties in this Agreement are in addition to,
        and do not exclude or limit, any right, power or remedy provided by law
        or equity or by any agreement between the parties.

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21.6  INDEPENDENT CONTRACTOR

      21.6.1  This Agreement does not set up or create an employer/employee
              relationship, partnership of any kind, an association or trust
              between the parties, each party being individually responsible
              only for its obligations as set out in this Agreement and in
              addition the parties agree that their relationship is one of
              independent contractors. Save to the extent to which a party is
              specifically authorised in writing in advance by the other party,
              neither party is authorised or empowered to act as agent for the
              other for any purpose and neither party shall on behalf of the
              other enter into any contract, warranty or representation as to
              any matter. Neither party will be bound by the acts or conduct of
              the other, save for acts or conduct which the first party
              specifically authorises in writing in advance.

      21.6.2 The Sub-Provider is, and shall ensure that its permitted
              sub-contractors shall be, responsible for all liability whatever,
              whether arising at common law or by virtue of any statute,
              relating to worker's compensation or employer's liability in
              respect of its employees.

21.7  COUNTERPARTS

      This Agreement may be executed in any number of counterparts and by the
      parties to it on separate counterparts, each of which is an original but
      all of which together constitute one and the same instrument.

21.8  INVALIDITY

      If any provision in or any part of this Agreement shall be found to be
      illegal or unenforceable under any enactment or rule of law then that
      provision or part shall to that extent be deemed not to form part of this
      Agreement and the remaining provisions shall continue in full force and
      effect.

21.9  COSTS

      Except as stated otherwise in this Agreement, each party shall bear its
      own costs arising out of the negotiation, preparation and execution of
      this Agreement.

21.10 FURTHER ASSURANCES

      Each party agrees to do all things and execute all deeds, instruments,
      transfers or other documents as may be necessary or desirable to give full
      effect to the provisions of this Agreement and the transactions
      contemplated by it.

21.11 THIRD PARTY RIGHTS

      The Contracts (Rights of Third Parties) Act 1999 shall apply to the
      following provisions of this Agreement which benefit or grant rights to
      OGCbuying.solutions, a Successor Operator or Transferee or a contractor,
      subcontractor or Affiliate of PASSL: Clauses 3.1.2(iv) (including the
      provisions of each Service Provision Sub-Agreement corresponding to clause
      23 of the relevant Service Provision Agreement) and 15.8.3. Such
      provisions shall be enforceable by OGCbuying.solutions, the Successor
      Operator or Transferee or the contractor, subcontractor or Affiliate of
      PASSL as appropriate in each case as though it were party to this
      Agreement. Notwithstanding the foregoing, PASSL and the Sub-Provider shall
      be entitled to vary this Agreement in accordance with Clause 21.3 and to
      terminate this Agreement in accordance with its terms without the consent
      of OGCbuying.solutions, a Successor Operator or Transferee or any
      contractor, subcontractor or Affiliates of PASSL.

      Except in the case of Affiliates of PASSL, this contract does not
      otherwise create any rights in any other entities for the purposes of the
      Contracts (Rights of Third Parties) Act 1999 and no third party shall
      otherwise have any rights under this Agreement. Affiliates of PASSL may
      enforce any term of this

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      Agreement which expressly or by implication confers a benefit upon them
      provided that the parties shall be entitled to vary or terminate this
      Agreement without the consent of any such Affiliate.

21.12 GOVERNING LAW

      The construction, validity and performance of this Agreement and the
      transactions contemplated by it shall be governed by the laws of England
      and, each party submits to the exclusive jurisdiction of the English
      courts.


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IN WITNESS WHEREOF THIS AGREEMENT HAS BEEN EXECUTED THE DAY AND YEAR FIRST
WRITTEN ABOVE.

Final execution

SIGNED for and on behalf of PA SHARED )
SERVICES LIMITED by:                  )
Veera Johnson                         )     /s/ Veera Johnson
------------------------------        )     -----------------------------
Print Name and Title

SIGNED for and on behalf of ELCOM     )
SYSTEMS LIMITED by:                   )
Robert J. Crowell                     )     /s/ Robert J. Crowell
------------------------------        )     -----------------------------
Print Name and Title

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                                   SCHEDULE 1

                         DEFINITIONS AND INTERPRETATION

1     DEFINITIONS

      The following definitions apply unless the context requires otherwise:

      "@UK" means the sub-contractor of PASSL described as such in Schedule 13
      to the Prime Agreement;

      "ACCEPTANCE" means the date on which OGCbuying.solutions notifies PASSL
      that the relevant Stage has been accepted or the date on which the
      relevant Stage is deemed accepted in either case in accordance with the
      Prime Agreement;

      "ACCEPTANCE CRITERIA" means the specific reasonable and objective criteria
      agreed in advance in accordance with Schedule 5 to the Prime Agreement
      (Acceptance) by PASSL and OGCbuying.solutions, which OGCbuying.solutions
      shall use to determine the extent to which each Stage complies with the
      Specification applicable to that Stage set out in Schedule 2 to the Prime
      Agreement and the terms of the Prime Agreement;

      "ACCEPTANCE TESTS" means the acceptance tests agreed in writing between
      PASSL and OGCbuying.solutions in accordance with Schedule 5 to the Prime
      Agreement (Acceptance) for the purpose of testing each Stage against the
      Specification and the Acceptance Criteria applicable to that Stage;

      "ADDITIONAL SERVICES" means such services as may be added from time to
      time to the scope or extent of the Prime Services under any Service
      Provision Agreement or the Prime Agreement pursuant to the terms of such
      Service Provision Agreement or the Prime Agreement;

      "ADDITIONAL SERVICE ORDER" means an agreement to provide Additional
      Services pursuant to the Prime Agreement or a Service Provision Agreement;

      "AFFILIATE" means in relation to a company, any holding company,
      subsidiary, subsidiary undertaking or fellow subsidiary or subsidiary
      undertaking or any other subsidiaries or subsidiary undertakings of any
      such holding company. For the purposes of this definition the words
      "subsidiary" and "holding company" shall have the same meaning as in the
      Companies Act 1985;

      "BUSINESS DAY" means Monday to Friday excluding any bank or public
      holidays in the United Kingdom;

      "BUYING ORGANISATION" means any government department, agency or wider
      public sector body in the United Kingdom;

      "BUYING ORGANISATION SYSTEMS" means the software, computers, computer
      terminals, computer peripherals, communications equipment and all other
      computer equipment which are operated by or on behalf of any Subscribing
      Buying Organisation from time to time;

      "BUYING ORGANISATION USERS" means the employees and other personnel
      (including agents and sub-contractors) of any Subscribing Buying
      Organisation authorised in accordance with the Service Provision Agreement
      to use the Zanzibar System;

      "CCN" has the meaning ascribed to that term by Schedule 11;

      "CENTRAL SITE" means the place where the Zanzibar System is hosted which
      as at the Commencement Date is that specified in Schedule 7 to the Prime
      Agreement Part D;

      "CHANGE" has the meaning ascribed to that term by Clause 8.4;

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      "CHANGE CONTROL PROCEDURE" means the change control procedure stated in
      Schedule 11;

      "CHANGE IN LAW" means the coming into effect or repeal (without
      re-enactment or consolidation) in England and Wales of any Law, or any
      judgment of a relevant court of law which changes binding precedent in
      England and Wales in each case after the date of this Agreement;

      "CHANGE OF CONTROL" means, in relation to a party, where a person (or
      persons acting in concert) acquires or agrees to acquire direct or
      indirect control of (1) the material affairs of that party, (2) 50% or
      more of the total voting rights conferred by all the issued shares in the
      capital of that party which are ordinarily exercisable in general meeting
      or (3) the composition of the main board of directors of that party. For
      these purposes "PERSONS ACTING IN CONCERT", in relation to a party, means
      persons who actively co-operate, pursuant to an agreement or understanding
      (whether formal or informal) with a view to obtaining or consolidating
      control of the things referred to above;

      "COMMENCEMENT DATE" means the date of this Agreement;

      "CONFIDENTIAL INFORMATION" means PASSL Confidential Information or the
      Sub-Provider Confidential Information as appropriate;

      "CONTINGENCY PLANS" means the plans setting out the provisions and
      procedures for the recovery of the Sub-Provider Systems and the
      Sub-Provider Services in the event of a disaster (being a major event that
      significantly impacts the normal operation of the Prime Services or the
      use of the Zanzibar System by the End Users). The Contingency Plans shall
      reflect the requirements for service continuity and disaster recovery set
      out in Schedule 6;

      "CONTRACT MANAGEMENT TEAM" means the contract management team created by
      OGCbuying.solutions as specified in Paragraphs 12 to 15 of Schedule 22 to
      the Prime Agreement;

      "CONTRACT MANAGER" means in relation to a party, the person appointed by
      that party under Clause 8.1 to manage that party's relationship with the
      other party in connection with this Agreement. The Contract Manager of
      each party as at the date of this Agreement is stated in Schedule 2.
      Changes to the identity of Contract Manager shall be notified by the
      relevant party to the other party by written notice;

      "CONTRACT YEAR" means the period of 12 months from the Service
      Commencement Date and each successive period of 12 months;

      "CORE HOURS" means 08:00 to 18:00 in the United Kingdom on Business Days;

      "CRITICAL SERVICE LEVEL DEFAULT EVENT" has the meaning set out in the
      Service Provision Agreements;

      "CUSTOMER OBLIGATIONS" means the obligations of OGCbuying.solutions set
      out in the Prime Agreement (including those set out in Schedule 22 to the
      Prime Agreement);

      "CUSTOMER SATISFACTION QUESTIONNAIRE" means the customer satisfaction
      questionnaires to be used by the PASSL for the Satisfaction Reviews;

      "DATA PROCESSOR AGREEMENT" means the agreement between PASSL, the
      Sub-Provider and elcom, inc.;

      "DATA PROTECTION DIRECTIVES" means the European Union Directive entitled
      "Directive 95/46/EC of the European Parliament and of the Council of 24
      October 1995 on the protection of individuals with regard to the
      processing of personal data and on the free movement of such data", the
      European Union Directive entitled "Directive 2002/58/EC of the European
      Parliament and of the Council of 12 July 2002 concerning

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      the processing of personal data and the protection of privacy in the
      electronic communications sector" and any future European Union Directives
      relating to data protection;

      "DATA PROTECTION LEGISLATION" means any legislation in force from time to
      time which implements the Data Protection Directives and is applicable to
      the provision of the Sub-Provider Services pursuant to this Agreement;

      "DEBTOR" has the meaning set out in Clause 5.4;

      "DELIVERABLES" means the deliverables (if any) set out in Schedule 2
      together with any further deliverables agreed between the parties from
      time to time via the Change Control Procedure;

      "DEVELOPMENT FUND" means the fund set up and operated in accordance with
      Schedule 4 to the Prime Agreement;

      "DISCLOSING PARTY" means PASSL in relation to the disclosure of PASSL
      Confidential Information and the Sub-Provider in relation to the
      disclosure of the Sub-Provider Confidential Information;

      "DISCOUNT AMOUNTS" means the amount by which PASSL agrees to reduce the
      annual subscription fees payable under the Service Provision Agreements in
      accordance with the mechanism set out in Schedule 4 to the Prime
      Agreement;

      "DISPUTE RESOLUTION PROCEDURE" means the applicable procedure for the
      resolution of disputes between the parties as described in Clause 8.5;

      "DRAFT EXIT PLAN" has the meaning set out in Schedule 2;

      "ELCOM, INC." means elcom, inc., a Delaware corporation whose principal
      place of business is at 10 Oceana Way, Norwood, MA02062;

      "EMPLOYMENT LIABILITIES" means any and all losses, liabilities (including,
      without limitation, any taxation), costs (including reasonable legal costs
      and disbursements), charges, expenses, damages, compensation or award
      arising out of or connected with employment or the employment
      relationship, or termination of employment, or termination of the
      employment relationship;

      "END USER" means an individual, including, without limitation, an
      employee, customer or supplier of OGCbuying.solutions, Buying Organisation
      Users or Supplier Users, who uses the Zanzibar System or any part of the
      Zanzibar System;

      "EPROCUREMENT SOLUTIONS TOOLKIT" means the suite of e-procurement services
      offered by OGCbuying.solutions to Buying Organisations and suppliers to
      Buying Organisations from time to time;

      "EPS CONTRACT" means the Prime Contractor Agreement dated 5th November
      2001 and made between Cap Gemini Ernst & Young UK plc (now Capgemini UK
      Plc) ("Capgemini") and the Sub-Provider strictly in connection with the
      Principal Agreement dated 5th November 2001 between The Scottish Ministers
      and Capgemini;

      "ESCROW AGREEMENT" has the meaning as defined in Clause 12.7;

      "ESCROW RELEVANT CHANGE OF CONTROL" means a Change of Control giving rise
      to the right of PASSL to terminate this Agreement under Clause 14.4.1;

      "ERP" means enterprise resource planning;

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      "EURO" means the single European currency unit established by all Member
      States of the European Union or any of them;

      "EXCUSING CAUSE" means for the purpose of this Agreement, one or more of
      the following:

      (a)   an event directly attributable to a breach by OGCbuying.solutions of
            the Customer Obligations; or

      (b)   an event directly attributable to OGCbuying.solutions' act or
            omission in performing any part of the Sub-Provider Services
            following OGCbuying.solutions' exercise of step-in rights in respect
            of that part of the Sub-Provider Services pursuant to Clause 3.12;

      (c)   a breach by the Sub-Provider which arises directly as a result of
            the Sub-Provider acting on the written express instructions of
            OGCbuying.solutions unless the Sub-Provider was negligent or acted
            other than in accordance with Good Industry Practice in following
            such instructions;

      "EXISTING SALES CONTRACTS" means the Sub-Provider's existing contracts
      with Buying Organisations and/or other third parties for the supply of
      systems, products or services which compete with the whole or a
      substantial part of the Zanzibar System, which contracts are as set out in
      Schedule 30;

      "EXIT PHASE" means:

      (a) in the event that this Agreement is continuing at the date notice of
      termination of the Prime Agreement is served or this Agreement is
      reinstated in accordance with Clause 15.2.1 following notice to terminate
      the Prime Agreement, the period from notice of termination of the Prime
      Agreement until the date of expiry of the Prime Agreement Exit Phase; or

      (b) in the event that this Agreement is terminated and the Prime Agreement
      is continuing, the period from notice of termination until the earlier of
      (i) the date the obligations under the Exit Plan have been fulfilled; or
      (ii) the date on which the Sub-Provider Services have been successfully
      migrated over to PASSL or a Successor Operator; or (iii) the date which is
      six months after the date on which the relevant termination was due to
      take effect;

      (c) in the event that this Agreement is continuing and the Prime Agreement
      is continuing, the period from notice of termination of a component under
      Clause 4.4A.2 until the earlier of (i) the date the obligations under the
      Exit Plan have been fulfilled; or (ii) the date on which such component
      has been successfully replaced and the associated Sub-Provider Services
      successfully migrated over to PASSL or a Successor Operator;

      "EXIT PLAN" means the document agreed between PASSL and the Sub-Provider
      in accordance with Schedule 2 describing the obligations of PASSL and the
      Sub-Provider to facilitate the orderly transfer of the Sub-Provider
      Services to PASSL or a Successor Operator or a contractor or
      sub-contractor of either of them or the orderly replacement of any
      component under Clause 4.4A.2 during any Exit Phase;

      "FORCE MAJEURE EVENT" means any event outside of the reasonable control of
      a party including:

      (a)   strike, lock-out or any other industrial action or labour dispute
            (except those occurring in relation to the Sub-Provider's or its
            sub-contractors' own employees);

      (b)   act of war (whether declared or undeclared), invasion, armed
            conflict, act of foreign enemy, blockade, embargo, revolution, riot,
            insurrection, civil commotion, sabotage, terrorism or the threat of
            sabotage or terrorism;

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      (c)   except to the extent that they constitute remedies or sanctions
            lawfully exercised by a competent government or administrative
            authority as a result of any breach by the Sub-Provider of any
            directive or any law in effect on the date of this Agreement, any
            act of state or other exercise of sovereign, judicial or executive
            prerogative by any competent government authority;

      (d)   epidemic, plague, explosion, chemical or radioactive contamination
            or ionising radiation, lightning, earthquake, tempest, flooding,
            fire, cyclone, hurricane, typhoon, tidal wave, whirlwind, storm,
            volcanic eruption and other unusual and extreme adverse weather or
            environmental conditions or action of the elements, meteorites,
            collision or impact by any vehicle, vessel or aircraft or objects
            falling from aircraft or other aerial devices or the occurrence of
            pressure waves caused by aircraft or other aerial devices travelling
            at supersonic speed; or

      (e)   act of God;

      "GENERAL CHANGE IN LAW" means a Change in Law other than a Specific Change
      in Law;

      "GOOD INDUSTRY PRACTICE" means in relation to any undertaking and any
      circumstances, the exercise of that degree of skill, care, prudence and
      foresight which would reasonably be expected from a reasonably skilled and
      experienced person engaged in the same type of undertaking under the same
      or similar circumstances;

      "GUARANTEE" means the deed of guarantee between PACSL and
      OGCbuying.solutions dated on or about the date of this Agreement;

      "HARDWARE" means the computers, computer terminals, computer peripherals,
      communications equipment, telecommunications links and all other computer
      equipment which are to be supplied by the Sub-Provider, or operated by or
      on behalf of the Sub-Provider, in providing the Sub-Provider Services or
      performing its obligations under this Agreement or the Service Provision
      Sub-Agreements or in connection with the Supplier Agreements, including
      (where applicable) those specified in Schedule 7 to the Prime Agreement
      Part A, but excluding PASSL Systems, OGCbuying.solutions Website,
      OGCbuying.solutions System and the Buying Organisation Systems;

      "IMPAQ" means the sub-contractor of PASSL described as such in Schedule 13
      to the Prime Agreement;

      "INDEMNIFIED" has the meaning defined in Clause 9.3.5(i);

      "INDEMNIFIER" has the meaning defined in Clause 9.3.5(iii);

      "INTELLECTUAL PROPERTY RIGHTS" means patents, trade marks, copyright,
      typography rights, database rights (including rights of extraction),
      registered designs and unregistered design rights, domain names, trade
      secrets and the right to keep information confidential, and all rights or
      forms of protection of a similar nature or having equivalent or similar
      effect to any of them which may subsist anywhere in the world, whether or
      not any of them are registered and including applications for registration
      of any of them;

      "KEY PERSONNEL" means those individuals listed as such in Schedule 2;

      "LAW" means:

      (a)   any applicable statute or proclamation or any delegated or
            subordinate law;

      (b)   any enforceable community right within the meaning of section 2(1)
            European Communities Act 1972;

      (c)   any applicable guidance, direction or determination with which the
            Sub-Provider Services are or the Zanzibar System is bound to comply;
            and

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      (d)   any applicable judgment of a relevant court of law which is a
            binding precedent in England and Wales;

      in each case in force in England and Wales;

      "LIVE ENVIRONMENT" means an operational or production environment in which
      a system or software (or a discrete part of such system or software) is
      available for the processing of live business transactions or is otherwise
      in live use;

      "LONG STOP DATE" means:

      (a)   in relation to Stage 1, 180 days from the Commencement Date;

      (b)   in relation to Stage 2, 180 days from the date on which the Stage 2
            Development Criteria are achieved; or

      (c)   in relation to Stage 3, 180 days from the date on which the Stage 3
            Development Criteria are achieved;

      (as applicable);

      "LOSSES" means any and all losses, damages, costs, expenses (including
      reasonable legal fees) and other liabilities (of whatever nature and
      howsoever arising) whether foreseeable or not and whether quantifiable or
      not.

      "MANAGEMENT BOARD" means the management board specified in Paragraph 4 of
      Schedule 22 to the Prime Agreement;

      "MANAGEMENT INFORMATION" means information collected from the Zanzibar
      System including any Sub-Provider System which relates to transactions
      processed through the Zanzibar System or data which has been imported into
      the Zanzibar System from Buying Organisation Systems to be used for the
      analysis of spending trends that PASSL is obliged to make available to
      individual Subscribing Buying Organisations in accordance with the terms
      of the Service Provision Agreements or Supplier Agreements;

      "MONTH" means a calendar month;

      "MONTHLY REPORT" means the reports set out in Schedule 2;

      "OGC" means The Office of Government Commerce;

      "OGCBUYING.SOLUTIONS AUDITORS" has the meaning set out in Clause 7.2;

      "OGCBUYING.SOLUTIONS FEE" means the amount payable to OGCbuying.solutions
      as specified in, and in accordance with, Schedule 4 to the Prime
      Agreement.

      "OGCBUYING.SOLUTIONS MARKS" means the brands, logos, trade marks (whether
      registered or unregistered), domain names and other marks which are listed
      in Schedule 3 to the Prime Agreement or otherwise agreed between PASSL and
      OGCbuying.solutions in writing;

      "OGCBUYING.SOLUTIONS SYSTEM" means the IT system used by
      OGCbuying.solutions to perform its business and to access the Prime
      Services comprising of hardware, software and other computer and
      communications equipment;

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      "OGCBUYING.SOLUTIONS WEBSITE" means the website operated by
      OGCbuying.solutions and having such URL as PASSL may notify to the
      Sub-Provider from time to time in writing through which End Users can gain
      access to the OGCbuying.solutions Website;

      "OPEN SOURCE SOFTWARE" means software whose source code is published and
      made available to the public, enabling anyone to copy, modify and
      redistribute that source code on the terms of the applicable open source
      software licence;

      "OPERATIONS MANUAL" means the document describing the procedures to apply
      in respect of the provision of the Sub-Provider Services;

      "OTHER MATERIAL SUB-PROVIDERS" means @UK, IMPAQ and PACSL;

      "PASSL CONFIDENTIAL INFORMATION" means all information which is marked as
      confidential or which by its nature would be deemed to be confidential
      relating to PASSL, OGCbuying.solutions, the Buying Organisations and
      Suppliers, and its or their customers or business which is disclosed to
      the Sub-Provider or its Affiliates, or its or their employees or
      contractors, by or on behalf of PASSL, OGCbuying.solutions or the Buying
      Organisations or Suppliers, or which is otherwise acquired by the
      Sub-Provider, its Affiliates or its or their employees or contractors
      directly or indirectly from PASSL or OGCbuying.solutions, Buying
      Organisations or Suppliers or which otherwise comes to the knowledge of
      the Sub-Provider, its Affiliates, or its or their employees or contractors
      in connection with this Agreement or any Service Provision Sub-Agreement,
      whether the information is in oral, visual or written form or is recorded
      in any other medium and includes the Transaction Data, Management
      Information, OGCbuying.solutions System, PASSL Systems, Buying
      Organisation Systems and Personal Data;

      "PASSL MARKS" means the brands, logos, trade marks (whether registered or
      unregistered), domain names and other marks which PASSL uses in connection
      with the Zanzibar System and/or the Prime Services and/or the Prime
      Agreement (excluding for the avoidance of doubt the OGCbuying.solutions
      Marks and the Sub-Provider Marks);

      "PASSL SYSTEMS" means systems owned or licensed by PASSL, the Other
      Material Sub-Providers or their respective sub-contractors (excluding the
      Sub-Provider Systems) comprising of hardware, software and other computer
      and communications equipment and forming part of the Zanzibar System, used
      in connection with the provision of the Prime Services or accessed, used
      or interfaced with by the Sub-Provider in connection with this Agreement;

      "PERFORMANCE INCENTIVES" means the amounts payable to PASSL in respect of
      service level breaches pursuant to this Agreement and/or the Service
      Provision Sub-Agreements;

      "PERSONAL DATA" means personal data obtained by the Sub-Provider or its
      sub-contractors in connection with the provision of the Sub-Provider
      Services;

      "PERSONAL DATA", "DATA SUBJECT" and "PROCESSING" have the meaning given to
      those terms by the Data Protection Legislation and "PROCESSED" shall have
      a corresponding meaning;

      "PRIME AGREEMENT" means the Framework Agreement which is to be entered
      into by PASSL and OGCbuying.solutions on or around the date of this
      Agreement and which relates to the Zanzibar System;

      "PRIME AGREEMENT CHANGE CONTROL PROCEDURE" means the change control
      procedure set out in Schedule 11 to the Prime Agreement;

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      "PRIME AGREEMENT DRAFT EXIT PLAN" means the draft exit plan of PASSL
      provided for in Schedule 14 to the Prime Agreement;

      "PRIME AGREEMENT DISPUTE RESOLUTION PROCEDURE" means the dispute
      resolution procedure included in Schedule 12 to the Prime Agreement;

      "PRIME AGREEMENT EXIT PHASE" means the period defined in Schedule 14 to
      the Prime Agreement;

      "PRIME AGREEMENT EXIT PLAN" means the document agreed between PASSL and
      OGCbuying.solutions pursuant to Schedule 14 to the Prime Agreement;

      "PRIME AGREEMENT MANAGEMENT MEETING" has the meaning given to that term by
      Clause 8.3.2;

      "PRIME SERVICES" means all those services which PASSL is to provide to
      OGCbuying.solutions, Subscribing Buying Organisations and Suppliers
      pursuant to the terms of the Prime Agreement, the Service Provision
      Agreements and the Supplier Agreements including the provision of all
      Stages of the Zanzibar System and related services to OGCbuying.solutions,
      Subscribing Buying Organisations and Suppliers;

      "PROJECT" means the delivery of the Prime Services to OGCbuying.solutions,
      Subscribing Buying Organisations and Suppliers;

      "PROJECT OBJECTIVES" means the objectives set out in Clause 1A.6;

      "RECEIVING PARTY" means PASSL in relation to the receipt of the
      Sub-Provider Confidential Information and the Sub-Provider in relation to
      the receipt of PASSL Confidential Information;

      "RECTIFICATION PROPOSAL" means a proposal under the Prime Agreement to
      remedy a breach or (if appropriate) re-perform a non-conforming service
      directly resulting from a breach which may set out details of the action
      to be taken and the timetable for remedy or re-performance (as
      applicable);

      "RELEVANT EMPLOYEE" means any employee employed immediately before the
      Transfer Event wholly or mainly engaged in providing the service or
      services forming the undertaking which is the subject of the relevant
      transfer;

      "RELEVANT EMPLOYER" means an employer of any of the Relevant Employees
      immediately before the Transfer Event;

      "REVENUE SHARE" means the share of or payments in respect of Zanzibar
      Revenue (or any portion of Zanzibar Revenue) payable to the Sub-Provider
      pursuant to the terms of the Revenue Sharing Agreement;

      "REVENUE SHARING AGREEMENT" means the revenue sharing agreement entered
      into on or around the date of this Agreement by PASSL, the Sub-Provider
      and the Other Material Sub-Providers;

      "SATISFACTION REVIEW PLAN" means the plan set out in Schedule 16 to the
      Prime Agreement detailing how PASSL proposes to monitor, report and act
      upon the outcome of regular Satisfaction Reviews;

      "SATISFACTION REVIEWS" means the satisfaction reviews conducted by PASSL
      to monitor the satisfaction of Subscribing Buying Organisations with the
      services provided by PASSL pursuant to the Service Provision Agreements;

      "SERVICE COMMENCEMENT DATE" means the date on which PASSL first starts
      providing services relating to the Zanzibar System to the Subscribing
      Buying Organisations;

      "SERVICE LEVELS" means the service levels specified in Schedule 2;

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      "SERVICE MANAGER" means in relation to a party, the person appointed by
      that party to manage delivery of the Sub-Provider Services or the Prime
      Services (as applicable). The Service Manager of each party as at the date
      of this Agreement is stated in Schedule 2. Changes to the identity of the
      Service Manager shall be notified by the relevant party to the other party
      by written notice;

      "SERVICE PROVISION AGREEMENT" means an agreement (as amended from time to
      time in accordance with its terms) between PASSL and a Buying Organisation
      relating to access or use of or services preparatory to the Zanzibar
      System, which PASSL anticipates at the date of this Agreement will
      ordinarily be substantially in the form set out in Schedule 19 to the
      Prime Agreement or in the form otherwise agreed between PASSL and
      OGCbuying.solutions from time to time;

      "SERVICE PROVISION CHARGES" means the charges in consideration of which
      PASSL is to provide the Prime Services as set out in Schedule 4 to the
      Prime Agreement and/or each Service Provision Agreement;

      "SERVICE PROVISION SUB-AGREEMENT" means as defined in Clause 3.1.3;

      "SERVICES SUBJECT TO STEP-IN" means the Management Information data
      warehouse to be provided as part of Stage 3 and such other Prime Services
      as are agreed via the change control procedure in the Prime Agreement to
      be appropriate to attract step-in rights;

      "SOFTWARE" means the computer programs to be supplied by the Sub-Provider,
      or operated by or on behalf of the Sub-Provider, in providing the
      Sub-Provider Services or performing its obligations under this Agreement,
      the Service Provision Sub-Agreements or in connection with the Supplier
      Agreements, including the Third Party Software, and the Sub-Provider
      Software;

      "SOURCE CODE" means the source code and other materials and documentation
      defined in the Escrow Agreement as "the Material";

      "SPECIFICATION" means

      (a)   in relation to Stage 1, the functional, operational, performance and
            technical specifications set out and expressly stated in Schedule 2
            to the Prime Agreement (by means of an "X" in the Stage 1 or the
            COTS column) as being applicable to Stage 1;

      (b)   in relation to Stage 2, the functional, operational, performance and
            technical specifications set out and expressly stated in Schedule 2
            to the Prime Agreement (by means of an "X" in the Stage 2 column) as
            being applicable to Stage 2; and

      (c)   in relation to Stage 3, the functional, operational, performance and
            technical specifications set out and expressly stated in Schedule 2
            to the Prime Agreement (by means of an "X" in the Stage 3 column) as
            being applicable to Stage 3;

      "SPECIFIC CHANGE IN LAW" means a Change in Law which effects the provision
      or receipt of the Sub-Provider Services but only with regard to Buying
      Organisations;

      "STAGE" means either Stage 1, Stage 2 or Stage 3 (as applicable);

      "STAGE 1" means that functionality which is designed to meet the
      Specification applicable to Stage 1;

      "STAGE 2" means that functionality which is designed to meet the
      Specification applicable to Stage 2 (which functionality, for the
      avoidance of doubt, is additional to that included within Stage 1);

      "STAGE 3" means that functionality which is designed to meet the
      Specification applicable to Stage 3 (which functionality is, for the
      avoidance of doubt, additional to that included within Stage 1 and Stage
      2);

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      "STAGE COMMENCEMENT DATE" means the date on which the PASSL first starts
      providing services relating to a particular Stage to the Subscribing
      Buying Organisations;

      "STAGE 2 DEVELOPMENT CRITERIA" means the existence of 5 Subscribing Buying
      Organisations in respect of which the "Go Live Date" (as defined in the
      Service Provision Agreement) has occurred plus a further 2 Subscribing
      Buying Organisations in respect of which the "Go Live Date" (as defined in
      the Service Provision Agreement) need not have occurred but which must
      have contracted with PASSL for access to the Zanzibar System and the Prime
      Services as a whole and not solely for Preliminary Services (as defined in
      the Service Provision Agreement);

      "STAGE 3 DEVELOPMENT CRITERIA" means the existence of all such Subscribing
      Buying Organisations as are required to meet the Stage 2 Development
      Criteria plus a further 2 Subscribing Buying Organisations in respect of
      which the "Go Live Date" (as defined in the Service Provision Agreement)
      need not have occurred but which must have contracted with PASSL for
      access to the Zanzibar System and the Prime Services as a whole and not
      solely for Preliminary Services (as defined in the Service Provision
      Agreement);

      "STANDARD SPA TERMS AND CONDITIONS" means the Standard Terms and
      Conditions relating to the Zanzibar System forming part of the standard
      Service Provision Agreement included in Schedule 19 to the Prime
      Agreement;

      "STANDARDS OF SERVICE" means the minimum requirements set out in Schedule
      2;

      "START-UP PERIOD" means any period agreed between PASSL and
      OGCbuying.solutions pursuant to the change control procedure in the Prime
      Agreement during which OGCbuying.solutions will not be entitled to
      exercise step-in rights under the Prime Agreement in respect of any
      Services subject to Step-in (or any part of them);

      "SUB-FRAMEWORK MANAGEMENT MEETING" has the meaning given to that term by
      Clause 8.3.2;

      "SUB-PROVIDER ADDITIONAL SERVICE ORDER" means an order for the
      Sub-Provider to provide Sub-Provider Services corresponding to Additional
      Services in the form set out in Schedule 33;

      "SUB-PROVIDER CONFIDENTIAL INFORMATION" means all confidential information
      of the Sub-Provider, its Affiliates or sub-contractors including that
      relating to the Sub-Provider Systems, the Sub-Provider Software, the
      specification of the Sub-Provider Systems, the Sub-Provider, its
      Affiliates or sub-contractors or its or their customers or business which
      is disclosed to PASSL, its employees or contractors, by or on behalf of
      the Sub-Provider or its Affiliates or which is otherwise acquired by PASSL
      or its employees or contractors directly or indirectly from the
      Sub-Provider or which otherwise comes to the knowledge of PASSL, its
      employees or contractors in connection with this Agreement, whether the
      information is in oral, visual or written form or is recorded in any other
      medium;

      "SUB-PROVIDER GUARANTEE" means the deed of guarantee between the Guarantor
      and PASSL dated on or about the date of this Agreement;

      "SUB-PROVIDER GUARANTOR" means in relation to the Sub-Provider Guarantee,
      Elcom International, Inc.;

      "SUB-PROVIDER MARKS" means the brands, logos, trade marks (whether
      registered or unregistered), domain names and other marks which the
      Sub-Provider uses in relation to the branding of the Zanzibar System
      and/or Services (excluding for the avoidance of doubt the
      OGCbuying.solutions Marks and the PASSL Marks);

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      "SUB-PROVIDER RECTIFICATION PROPOSAL" means a proposal under this
      Agreement to remedy a breach or (if appropriate) re-perform a
      non-conforming service setting out details of the action to be taken and
      the timetable for remedy or re-performance (as applicable);

      "SUB-PROVIDER SERVICE PROVISION ORDER" means a document in the form set
      out in Schedule 31 which is to be executed by the Sub-Provider in
      accordance with this Agreement in respect of each Service Provision
      Agreement proposed to be entered into by PASSL and which will cause a
      Service Provision Sub-Agreement to come into effect and form part of such
      Service Provision Sub-Agreement;

      "SUB-PROVIDER SERVICES" means all those services which the Sub-Provider is
      to provide to PASSL, OGCbuying.solutions, Subscribing Buying Organisations
      and Suppliers pursuant to the terms of this Agreement, the Service
      Provision Sub-Agreements and in connection with the Supplier Agreements
      including the provision of all Sub-Provider Systems and related services
      and the services assigned to the Sub-Provider in Schedule 2;

      "SUB-PROVIDER SOFTWARE" means any software and related documentation,
      products and packages which are owned, by the Sub-Provider or any
      Sub-Provider Affiliate and which is used to provide the Sub-Provider
      Services, (including any modifications, enhancements or new versions of
      such software or documentation (including without limitation, modules and
      add-ons created by or on behalf of the Sub-Provider to interface with the
      Sub-Provider Software) developed by or on behalf of the Sub-Provider or
      any Sub-Provider Affiliate during the term of this Agreement) including
      any software specified as being software of the Sub-Provider in Schedule 7
      to the Prime Agreement Part C;

      "SUB-PROVIDER SYSTEMS" means all those systems including Hardware,
      Software and communications links which are provided by the Sub-Provider
      under or in connection with this Agreement including all those elements of
      the Zanzibar System identified as being the responsibility of the
      Sub-Provider in Schedule 2 (and which working in conjunction with each
      other and all the other elements of the Zanzibar System will enable the
      Zanzibar System to be provided in accordance with the provisions of the
      Prime Agreement) excluding for the avoidance of doubt the PASSL Systems;

      "SUB-PROVIDER TRAINING MATERIALS" means any training materials (including
      methodologies) but excluding the Sub-Provider Software which are supplied
      to PASSL in connection with or for the purposes of this Agreement
      (including, but not limited to, training materials related to the computer
      programs listed in Schedule 7 to the Prime Agreement Part C);

      "SUBSCRIBING BUYING ORGANISATIONS" means any Buying Organisation which has
      concluded a Service Provision Agreement to access and use the Zanzibar
      System (which Service Provision Agreement has not expired or been
      terminated);

      "SUCCESSOR OPERATOR" means the entity (which may include PASSL or
      OGCbuying.solutions or a Subscribing Buying Organisation) succeeding the
      Sub-Provider in the provision or operation of all or any of the
      Sub-Provider Services (including any entity succeeding PASSL in the
      provision or operation of any or all of the Prime Services including
      Sub-Provider Services);

      "SUPPLIER AGREEMENT" means an agreement between PASSL and a Supplier to
      access or use the Zanzibar System which PASSL anticipates, at the date of
      this Agreement will be substantially in the form attached at Schedule 20
      to the Prime Agreement or in the form otherwise agreed between PASSL and
      OGCbuying.solutions from time to time;

      "SUPPLIERS" means suppliers of products and services who (directly or
      acting through their agents):

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      (a)   enter into agreements with the PASSL pursuant to which such Supplier
            will advertise and/or offer goods and/or services via the Zanzibar
            System; or

      (b)   are authorised to access and use the Zanzibar System; or

      (c)   otherwise receive orders from Subscribing Buying Organisations via
            the Zanzibar System;

      "SUPPLIER USERS" means the employees and other personnel (including agents
      and sub-contractors) of any Supplier authorised in accordance with the
      Supplier Agreement to use the Zanzibar System;

      "TERM SHEET" means the term sheet forming part of the Service Provision
      Agreement detailing the specific Prime Services, Service Provision Charges
      and special conditions applicable to a particular Subscribing Buying
      Organisation;

      "TERMINATION DATE" has the meaning set out in Clause 14.1;

      "THIRD PARTY CONTRACTS" means any licence agreement or other agreement
      between the Sub-Provider or its Affiliates and a third party regarding the
      provision of any hardware, software, equipment or services for the
      purposes of, or in connection with, the operation, implementation or
      maintenance of the Zanzibar System or the provision of the Sub-Provider
      Services, including licence agreements in respect of the Third Party
      Software;

      "THIRD PARTY SOFTWARE" means any Software the Intellectual Property Rights
      in which are not owned by the Sub-Provider or any other Affiliate of the
      Sub-Provider, including any Open Source Software and those listed in
      Schedule 7 to the Prime Agreement Part B and for the avoidance of doubt
      excluding the Sub-Provider Software;

      "TRANSACTION DATA" means all information, text, drawings or other data
      provided to, or generated by or on behalf of, PASSL or the Sub-Provider in
      connection with the provision of the Prime Services or the performance of
      the Prime Agreement, the Service Provision Agreements or the Supplier
      Agreements and which relates to transactions processed through the
      Zanzibar System;

      "TRANSFER DATE" means the date on which a Transfer Event occurs;

      "TRANSFER EVENT" means any event or circumstances including, but not
      limited to, the commencement, the expiry or termination of this Agreement,
      which constitutes a relevant transfer pursuant to the Transfer Provisions
      and/or a transfer pursuant to Article 1 of Council Directive 2001/23/ EC,
      as amended;

      "TRANSFER PROVISIONS" means the Transfer of Undertakings (Protection of
      Employment) Regulations 1981 as amended and any other applicable provision
      of law effecting the transfer of employees;

      "TRANSFERABLE HARDWARE" means any hardware owned or licensed by the
      Sub-Provider which is dedicated exclusively to the Management Information
      data warehouse to be provided as part of Stage 3 and such dedicated
      hardware as is agreed between the parties via the Change Control Procedure
      as being capable of transfer to PASSL or OGCbuying.solutions during the
      Exit Phase;

      "TRANSFEREE" means the Sub-Provider or PASSL or OGCbuying.solutions or a
      Subscribing Buying Organisation or a Successor Operator to whom a Relevant
      Employee transfers on a Transfer Date;

      "TRANSFEROR" means the Sub-Provider or PASSL or OGCbuying.solutions or any
      other person from whom a Relevant Employee transfers on a Transfer Date;

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      "TRANSFERRED DELIVERABLES" means any Deliverables the Intellectual
      Property Rights in which are agreed via the Change Control Procedure to be
      transferred to PASSL (for transfer to OGCbuying.solutions) pursuant to
      Clause 12.1.2;

      "TULCRA" means the Trade Union and Labour Relations (Consolidation) Act
      1992, as amended;

      "VAT" means United Kingdom value added tax and any similar tax in any
      other jurisdictions;

      "VIRUSES" has the meaning ascribed to that term by Clause 9.2.1;

      "ZANZIBAR REVENUE" means the Service Provision Charges received by PASSL
      in accordance with the terms of the Service Provision Agreements excluding
      expenses chargeable to the relevant Subscribing Buying Organisation in
      accordance with Schedule 4. For the avoidance of doubt, any Performance
      Incentives paid or payable to the Subscribing Buying Organisations under
      the Service Provision Agreements shall not be deducted when calculating
      the Service Provision Charges;

      "ZANZIBAR SYSTEM" means the system which PASSL is due to provide to
      OGCbuying.solutions and Subscribing Buying Organisations pursuant to the
      Prime Agreement and Service Provision Agreements consisting of Stage 1 and
      (subject to achievement of the Stage 2 Development Criteria in accordance
      with this Agreement) Stage 2 and (subject to achievement of the Stage 3
      Development Criteria in accordance with this Agreement) Stage 3 including
      all modification and enhancements made to such systems (or the
      Sub-Provider Systems forming part of such systems) by or on behalf of the
      PASSL or the Sub-Provider from time to time.

      "ZANZIBAR USER GROUP" means the user group of representatives of
      Subscribing Buying Organisations, which will operate in the manner
      specified in Paragraphs 6 to 11 of Schedule 22 to the Prime Agreement.

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