EXHIBIT 10.19

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of Sept. 30, 2004, by and between CORIO, INC., a Delaware
corporation
("Borrower"), and WELLS FARGO BANK, NANONAL ASSOCIATION ("Bank").

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions
of that certain Credit Agreement between Borrower and Bank dated as or March 17,
2004, as
amended from time to time ("Credit Agreement").

WHEREAS, Borrower anticipates that Borrower may be in violation of Section
4(c)(ii)
because Borrower may have an EBITDA loss greater than $450,000 for its fiscal
quarter ending
Sept. 30, 2004 ("EBITDA Covenant Breach").

WHEREAS, Bank and Borrower have agreed to (i) waive the EBITDA Covenant
Breach and (ii) make certain changes in the terms and conditions set forth in
the Credit Agreement and have agreed to amend the Credit Agreement to reflect
said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are
hereby acknowledged, the parties hereto agree that the Credit Agreement shall be
amended as
follows.

1.  Section 4.9(b) is hereby deleted in its entirety, and the following
substituted therefor:

"(b) Liquidity (defined as cash and readily marketable securities
acceptable to Bank which are unencumbered except in favor of Bank and
which are maintained at Bank or an affiliate of Bank, but excluding
therefrom Borrower's Market Rate account #7735-113990 maintained at
Bank) in amounts at all times in excess of $22,000,000.00 until the
EBITDA Coverage Ratio (as defined below) is 1.50 to 1.00 or greater
determined as of the end of four (4) consecutive fiscal quarters, with each
such determination made on a rolling four quarter basis.  Thereafter,
Borrower shall maintain an EBITDA Coverage Ratio of not less than 1.50
to 1.0, determined as of the end of each fisca1 quarter on a rolling four
quarter basis, with "EBITDA" defined as net profit before tax plus
interest
expense (net of capitalized Interest expense), depreciation expense,
amortization expense and non-cash restructuring expenses, and with "EBITA
Coverage Ratio" defined as EBITDA divided by the aggregate of total
interest expense plus the prior period current maturity of long-term debt and
the prior period current maturity of subordinated debt."

2.	Limited Waiver.  Upon the effectiveness of this Amendment, Bank
hereby waives its default rights to the respect to the EBITDA Covenant Breach.
This waiver applies only to the specific instance described above. It is not a
waiver of any subsequent breach of the same
provision of the Credit Agreement, nor is it a waiver of any breach of any other
provision of the
Credit Agreement.

3. 	Conditions Precedent. In consideration of the changes set forth
herein and as a condition to the effectiveness hereof, immediately upon signing
this Amendment Borrower shall pay to Bank a non-refundable amendment fee to Five
Hundred Dollars ($500.00) and Bank's attorneys' fees and expenses of Four
Hundred Fifty Dollars ($450.00).

4.  		Reservation of Rights.  Each Borrower acknowledges
and agrees that the execution and delivery by Bank of this Amendment shall not
be deemed to create a course of dealing or otherwise obligated Bank to forbear
or execute similar amendments or waivers under the same or similar circumstances
in the future.  Except as expressly provided in this Amendment, Bank reserves
all of its rights and remedies regarding the Credit Agreement and the other Loan
Documents executed in connection therewith.

5.  		Miscellaneous.  Except as specifically provided herein,
all terms and conditions of the Credit Agreement remain in full force and
effect, without waiver or modification.  All terms defined in the Credit
Agreement shall have the same meaning when used in this Amendment.  This
Amendment and the Credit Agreement shall be read together, as one document.
Delivery of an executed counterpart of a signature page of this Amendment by
telefacsimile transmission shall be as effective as delivery of a manually
executed counterpart hereof.

6.  		Reaffirmation; Certification.  Borrower hereby remakes all
representations and warranties contained in the Credit Agreement and reaffirms
all covenants set forth therein.  Borrower further certifies that as of the date
of this Amendment, other than the EBITDA Covenant Breach, there exists no Event
of Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event or Default.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

|CORIO, INC. | WELLS FARGO BANK,
   NATIONAL ASSOCIATION
|----------- | -----------------------------------------

|By: ____/s/  George Kadifa_____   George Kadifa
   Chief Executive Officer | By: ___/s/ Jill Ta_______________   Jill B. Ta
   Senior Vice President
|-------------------------------------------------------------------------- | -----------------------------------------------------------------------

---